e20vf
As filed with the
Securities and Exchange Commission on February 18, 2011
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 |
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, 2010
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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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)
Eric Coutinho, Chief Legal
Officer & Secretary to the Board of Management
+31 20 59 77232,
eric.coutinho@philips.com, Breitner Center, Amstelplein 2, 1096 BC Amsterdam,
The Netherlands
(Name, Telephone, E-mail and/or Facsimile number and Address
of Company Contact Person)
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 |
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:
None
(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, 2010 |
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Koninklijke Philips Electronics N.V. |
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986,078,784 shares, including |
Common Shares par value EUR 0.20 per share |
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39,572,400 treasury 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 has submitted electronically and posted on its corporate
Web site, if any, every Interactive Data File required to be submitted and
posted pursuant to Rule 405 of Regulation ST (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files).1)
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 (Do not check if a smaller reporting
company) |
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Smaller Reporting Company o |
Indicate by check mark
which basis of accounting the registrant has used to prepare the financial
statements included in this filing:
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U.S. GAAP o |
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International Financial Reporting
Standards as issued by |
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Other o |
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by the International Accounting Standards
Board |
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If Other has been
checked in response to the previous question, indicate by check mark which
financial statement item the registrant has elected to follow.
o Item 17 o 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).
Yes No
1) |
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This requirement does not apply to the registrant until the fiscal
year ending December 31, 2011. |
Introduction
Specific portions of Philips Annual Report 2010 to Shareholders (the 2010 Annual Report) are
incorporated by reference in this report on Form 20-F to the extent noted herein. Philips 2010
Annual Report is attached hereto as Exhibit 15(b). The 2010 Annual Report is furnished to the
Securities and Exchange Commission for information only and the Annual Report is not filed except
for such specific portions that are expressly incorporated by reference in this Report on Form
20-F.
The audited consolidated financial statements as of December 31, 2010 and 2009, and for each of the
years in the three-year period ended December 31, 2010, included in this Form 20-F have been
prepared in accordance with International Financial Reporting Standards (IFRS) as endorsed by the
European Union (EU). All standards and interpretations issued by the International Accounting
Standards Board (IASB) and the IFRS Interpretations Committee effective year-end 2010 have been
endorsed by the EU, except that the EU did not adopt some paragraphs of IAS 39 applicable to
certain hedge transactions. Philips has no hedge transactions to which these paragraphs are
applicable. Consequently, the accounting policies applied by Philips also comply fully with IFRS as
issued by the IASB.
In presenting and discussing the Philips Groups financial position, operating results and cash
flows, management uses certain non-GAAP financial measures like: comparable growth; adjusted income
from operations; net operating capital; net debt; cash flow before financing activities; net
capital expenditures and free cash flow. These non-GAAP financial measures should not be viewed in
isolation as alternatives to the equivalent IFRS measure and should be used in conjunction with the
most directly comparable IFRS measure(s). Unless otherwise indicated in this document, a discussion
of the non-GAAP measures included in this document and a reconciliation of such measures to the
most directly comparable IFRS measure(s) is contained under the heading Reconciliation of non-GAAP
information in Item 5 Operating and financial review and prospects.
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 2010 Annual Report 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 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, may 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, domestic and global economic and business
conditions, the successful implementation of our strategy and our ability to realize the benefits
of this strategy, our ability to develop and market new products, changes in legislation, legal
claims, changes in exchange and interest rates, changes in tax rates, pension costs and actuarial
assumptions, raw materials and employee costs, our ability to identify and complete successful
acquisitions and to integrate those acquisitions into our business, our ability to successfully
exit certain businesses or restructure our operations, the rate of technological changes,
political, economic and other developments in countries where Philips operates, industry
consolidation and competition. As a result, Philips actual future results may differ materially
from the plans, goals and expectations set forth in such forward-looking statements. For a
discussion of factors that could
cause future results to differ from such forward-looking statements, reference is made to the
information under the heading Risk Factors in Item 3
2
Key information and the section Risk management on pages 104 through 115 of the 2010 Annual
Report, which is incorporated herein by reference.
Third-party market share data
Statements regarding market share, contained in this document, including those regarding
Philips competitive position, are based on outside sources such as specialized research
institutes, industry and dealer panels in combination with management estimates. Where fullyear
information regarding 2010 is not yet available to Philips, those statements may also be based on
estimates and projections prepared by outside sources or management. Rankings are based on sales
unless otherwise stated.
Fair value information
In presenting the Philips Groups financial position, fair values are used for the measurement
of various items in accordance with the applicable accounting standards. These fair values are
based on market prices, where available, and are obtained from sources that are deemed to be
reliable. Readers are cautioned that these values are subject to changes over time and are only
valid at the balance sheet date. When quoted prices or observable market values do not exist, fair
values are estimated using valuation models, which we believe are appropriate for their purpose.
They require management to make significant assumptions with respect to future developments which
are inherently uncertain and may therefore deviate from actual developments. Critical assumptions
used are disclosed in the financial statements. In certain cases, independent valuations are
obtained to support managements determination of fair values.
3
Part 1
Item 1. Identity of directors, senior management, advisers and auditors
Not applicable.
Item 2. Offer statistics and expected timetable
Not applicable.
4
Item 3. Key information
Selected consolidated financial and statistical data
The selected financial data presented in Item 3 Key information as of and for each of the
years in the five-year period ended December 31, 2010 has been prepared in accordance with IFRS as
issued by the IASB. Reference is made to the information in the section entitled Introduction on
page 2.
5
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Selected financial data as at and for the years ended December 31, |
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20061) |
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20071) |
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2008 |
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2009 |
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2010 |
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20102) |
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in millions unless otherwise stated |
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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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USD |
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Income statement data: |
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Sales |
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26,682 |
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26,793 |
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26,385 |
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23,189 |
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25,419 |
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33,964 |
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Income from operations (IFO) |
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1,336 |
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1,867 |
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54 |
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614 |
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2,065 |
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2,759 |
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Financial income and expenses net |
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29 |
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2,849 |
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88 |
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(166 |
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(122 |
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(163 |
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Income (loss) from continuing operations |
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1,003 |
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5,018 |
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(95 |
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424 |
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1,452 |
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1,940 |
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Income (loss) from discontinued operations |
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4,154 |
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(138 |
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3 |
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Net income (loss) |
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5,157 |
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4,880 |
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(92 |
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424 |
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1,452 |
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1,940 |
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Weighted average number of
common shares outstanding (in
thousands after deduction of treasury shares)
during the year |
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1,174,925 |
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1,086,128 |
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991,420 |
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925,481 |
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939,861 |
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939,861 |
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Basic earnings per common share: |
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Income (loss) from continuing operations |
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0.85 |
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4.61 |
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(0.09 |
)3) |
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0.46 |
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1.54 |
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2.06 |
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Net income (loss) |
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4.39 |
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4.49 |
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(0.09 |
)3) |
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0.46 |
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1.54 |
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2.06 |
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Adjusted weighted average number
of common shares (in
thousands after deduction of
treasury shares) during the year |
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1,183,631 |
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1,098,925 |
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996,714 |
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929,037 |
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947,725 |
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947,725 |
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Diluted earnings per common share:4) |
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Income (loss) from continuing operations |
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0.85 |
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4.56 |
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(0.09 |
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0.46 |
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1.53 |
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2.05 |
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Net income (loss) |
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4.36 |
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4.43 |
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(0.09 |
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0.46 |
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1.53 |
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2.05 |
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Balance sheet data: |
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Total assets |
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38,650 |
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36,381 |
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31,910 |
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30,527 |
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32,269 |
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43,117 |
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Net assets |
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23,234 |
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21,868 |
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15,593 |
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14,644 |
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15,092 |
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20,166 |
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Short-term debt |
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871 |
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2,350 |
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722 |
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627 |
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1,840 |
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2,459 |
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Long-term debt |
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3,007 |
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1,213 |
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3,466 |
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3,640 |
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2,818 |
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3,765 |
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Short-term provisions5) |
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755 |
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382 |
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1,043 |
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716 |
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623 |
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832 |
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Long-term provisions5) |
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1,868 |
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2,021 |
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1,794 |
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1,734 |
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1,716 |
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2,293 |
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Non-controlling interests |
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135 |
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127 |
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49 |
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49 |
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46 |
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61 |
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Shareholders equity |
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23,099 |
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21,741 |
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15,544 |
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14,595 |
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15,046 |
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20,104 |
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Common shares issued and fully paid |
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228 |
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228 |
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194 |
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194 |
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197 |
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263 |
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Cash flow data: |
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Net cash provided by operating activities |
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639 |
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1,752 |
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1,648 |
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1,545 |
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2,156 |
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2,881 |
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Net cash (used for) provided by investing activities |
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(3,101 |
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3,700 |
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(3,254 |
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(219 |
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(702 |
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(938 |
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Net cash used for financing activities |
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(3,725 |
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(2,371 |
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(3,575 |
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(545 |
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(96 |
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(128 |
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Net cash provided by (used for) continuing operations |
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(6,187 |
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3,081 |
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(5,181 |
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781 |
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1,358 |
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1,815 |
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1) |
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Discontinued operations reflects the effect of the sale of MDS in 2006 and of
Semiconductors in 2006; and the effect of classifying the MedQuist business as a discontinued
operation in 2007, for each of which previous years have been restated. |
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2) |
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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, 2010 (USD 1 = EUR
0.7484). |
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3) |
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In 2008, the incremental shares from assumed conversion are not taken into account
as the effect would be antidilutive. |
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4) |
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Reference is made to the information under the heading Earnings per Share on page
144 of the 2010 Annual Report incorporated herein by reference for a discussion of net income per
common share on a diluted basis. |
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5) |
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Includes provision for pensions, severance payments, restructurings, product
warranty, environmental remediation, product liability and taxes among other items; see note 19
Provisions to the Group financial statements on pages 178 and 179 of the 2010 Annual Report
incorporated herein by reference. |
6
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Key ratios |
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20061) |
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20071) |
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2008 |
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2009 |
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2010 |
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Income from operations (in millions of euros) |
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1,336 |
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1,867 |
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54 |
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614 |
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2,065 |
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as a % of sales |
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5.0 |
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7.0 |
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0.2 |
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2.6 |
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8.1 |
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Turnover rate of net operating capital2) |
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3.73 |
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2.71 |
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1.72 |
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1.79 |
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1.91 |
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Inventories as a % of sales |
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11.0 |
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12.0 |
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13.2 |
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12.6 |
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15.2 |
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Outstanding trade receivables (in days sales) |
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45 |
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44 |
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42 |
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40 |
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46 |
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Income (loss) from continuing operations as a % of
shareholders equity (ROE) |
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4.8 |
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22.8 |
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(0.5 |
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2.9 |
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9.6 |
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Ratio net debt : group equity2) |
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(9):109 |
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(31):131 |
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4:96 |
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(1):101 |
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(8):108 |
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1) |
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Discontinued operations reflects the effect of the sale of MDS in 2006 and of
Semiconductors in 2006; and the effect of classifying the MedQuist business as a discontinued
operation in 2007, for each of which previous years have been restated. |
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2) |
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See Reconciliation of non-GAAP information in Item 5 Operating and financial
review and prospects, which is incorporated herein by reference, for a reconciliation of non-GAAP
measures to the most directly comparable IFRS measure(s). |
7
Definitions:
Turnover rate of net operating capital:
sales divided by average net operating capital (calculated on the quarterly balance sheet positions)
Net operating capital*:
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 associates, and
after deduction of: (e) provisions excluding deferred tax liabilities, (f) accounts and notes
payable, (g) accrued liabilities, (h) current/non-current liabilities, and (i) trading securities.
Philips believes that an understanding of the Philips Groups financial condition is enhanced by
the disclosure of net operating capital (NOC), as this figure is used by Philips management to
evaluate the capital efficiency of the Philips Group and its operating sectors. Net operating
capital is calculated as follows:
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|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2007 |
|
|
2008 |
|
|
2009 |
|
|
2010 |
|
Intangible assets |
|
|
5,964 |
|
|
|
6,635 |
|
|
|
11,757 |
|
|
|
11,523 |
|
|
|
12,233 |
|
Property, plant and equipment |
|
|
3,102 |
|
|
|
3,194 |
|
|
|
3,496 |
|
|
|
3,252 |
|
|
|
3,265 |
|
Remaining assets1) |
|
|
10,669 |
|
|
|
11,193 |
|
|
|
10,361 |
|
|
|
8,960 |
|
|
|
8,921 |
|
Provisions |
|
|
(2,623 |
) |
|
|
(2,403 |
) |
|
|
(2,837 |
) |
|
|
(2,450 |
) |
|
|
(2,339 |
) |
Other liabilities2) |
|
|
(8,156 |
) |
|
|
(7,817 |
) |
|
|
(8,708 |
) |
|
|
(8,636 |
) |
|
|
(10,009 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating capital3) |
|
|
8,956 |
|
|
|
10,802 |
|
|
|
14,069 |
|
|
|
12,649 |
|
|
|
12,071 |
|
|
|
|
1) |
|
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 trading securities. |
|
2) |
|
Other liabilities includes other current and non-current liabilities on the balance
sheet, except for short-term and long-term debt and deferred tax liabilities. |
|
3) |
|
See Reconciliation of non-GAAP information in Item 5 Operating and financial
review and prospects, which is incorporated herein by reference, for a reconciliation of non-GAAP
measures to the most directly comparable IFRS measure(s). |
Return on equity (ROE):
income from continuing operations as a % of average shareholders equity (calculated on the
quarterly balance sheet positions)
Net debt*:
long-term and short-term debt net of cash and cash equivalents
Group equity:
shareholders equity and non-controlling interests
Net debt : group equity ratio*:
the % distribution of net debt over group equity plus net debt
|
|
|
* |
|
See Reconciliation of non-GAAP information in Item 5 Operating and financial review and
prospects for a reconciliation of non-GAAP measures to the most directly comparable IFRS
measure(s). |
8
Dividends and distributions per Common Share
The following table sets forth in euros the gross dividends on the Common Shares in the fiscal
years indicated (from prior-year profit distribution) and such amounts as converted into US dollars
and paid to holders of Shares of the New York registry:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2007 |
|
|
2008 |
|
|
2009 |
|
|
2010 |
|
In EUR |
|
|
0.44 |
|
|
|
0.60 |
|
|
|
0.70 |
|
|
|
0.70 |
|
|
|
0.70 |
|
In USD |
|
|
0.54 |
|
|
|
0.80 |
|
|
|
1.09 |
|
|
|
0.94 |
|
|
|
0.93 |
|
A proposal will be submitted to the 2011 Annual General Meeting of Shareholders to declare a
dividend of
EUR 0.75 per common share, in cash or in shares at the option of the shareholder, against the net
income for 2010. Such dividend is expected to result in a payment of up to EUR 710 million.
Shareholders will be given the opportunity to make their choice between cash and shares between
April 7,
2011 and April 29, 2011. If no choice is made during this election period, the dividend will be
paid in shares.
On April 29, 2011, after close of trading, the number of share dividend rights entitled to one new
common share will be determined based on the volume-weighted average price of all traded common
shares of Koninklijke Philips Electronics N.V. at Euronext Amsterdam on 27, 28 and 29 April 2011.
The Company will calculate the number of share dividend rights entitled to one new common share,
such that the gross dividend in shares will be approximately 3% higher than the gross dividend in
cash. Payment of the dividend and delivery of new common shares, with settlement of fractions in
cash, if required, will take place from May 4, 2011. The distribution of dividend in cash to
holders of New York registry shares will be made in USD at the USD/EUR rate fixed by the European
Central Bank on May 2, 2011.
Dividend in cash is in principle subject to 15% Dutch dividend withholding tax, which will be
deducted
from the dividend in cash paid to the shareholders. Dividend in shares paid out of earnings and
retained
earnings is subject to 15% dividend withholding tax, but only in respect of the par value of the
shares (EUR 0.20 per share). This withholding tax in the case of dividend in shares will be borne
by Philips.
In 2010, a dividend of EUR 0.70 per common share was paid in cash or shares, at the option of the
shareholder. Approximately 53% elected for a share dividend resulting in the issue of 13,667,015
new common shares, leading to a 1.5% dilution. The remainder of the dividend was paid in cash (EUR
296 million) against the retained earnings of the Company.
The dollar equivalent of this dividend distribution to shareholders in the year 2011 will be
calculated at the EUR/USD rate of the European Central Bank on the date fixed and announced for
that purpose by the Company, expected to be May 2, 2011. The dollar equivalents of the prior year
profit distributions paid to shareholders have been calculated at the EUR/USD rate of the European
Central Bank on the date fixed and announced for that purpose by the Company.
Exchange rates USD : 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). The Noon Buying Rate on February 11, 2011 was EUR 0.7396 per USD 1.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
calendar period |
|
EUR per USD |
|
|
|
period end |
|
|
average1) |
|
|
high |
|
|
low |
|
2005 |
|
|
0.8445 |
|
|
|
0.8046 |
|
|
|
0.8571 |
|
|
|
0.7421 |
|
2006 |
|
|
0.7577 |
|
|
|
0.7906 |
|
|
|
0.8432 |
|
|
|
0.7504 |
|
2007 |
|
|
0.6848 |
|
|
|
0.7259 |
|
|
|
0.7750 |
|
|
|
0.6729 |
|
2008 |
|
|
0.7184 |
|
|
|
0.6844 |
|
|
|
0.8035 |
|
|
|
0.6246 |
|
2009 |
|
|
0.6977 |
|
|
|
0.7187 |
|
|
|
0.7970 |
|
|
|
0.6623 |
|
2010 |
|
|
0.7536 |
|
|
|
0.7579 |
|
|
|
0.8362 |
|
|
|
0.6879 |
|
|
|
|
1) |
|
The average of the Noon Buying Rates on the last day of each month during the
period. |
|
|
|
|
|
|
|
|
|
|
|
|
highest |
|
|
lowest |
|
|
|
rate |
|
|
rate |
|
August 2010 |
|
|
0.7904 |
|
|
|
0.7529 |
|
September 2010 |
|
|
0.7869 |
|
|
|
0.7332 |
|
October 2010 |
|
|
0.7306 |
|
|
|
0.7109 |
|
November 2010 |
|
|
0.7671 |
|
|
|
0.7030 |
|
December 2010 |
|
|
0.7640 |
|
|
|
0.7465 |
|
January 2011 |
|
|
0.7726 |
|
|
|
0.7291 |
|
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.
9
Unless otherwise stated, for the convenience of the reader the translations of euros into US
dollars appearing in this report have been made based on the closing rate on December 31, 2010 (USD
1 = EUR 0.7484). This rate is not materially different from the Noon Buying Rate on such date (USD
1 = EUR 0.7536).
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 USD |
|
|
|
period end |
|
|
average1) |
|
|
high |
|
|
low |
|
2005 |
|
|
0.8435 |
|
|
|
0.8053 |
|
|
|
0.8491 |
|
|
|
0.7613 |
|
2006 |
|
|
0.7591 |
|
|
|
0.7935 |
|
|
|
0.8375 |
|
|
|
0.7579 |
|
2007 |
|
|
0.6790 |
|
|
|
0.7272 |
|
|
|
0.7694 |
|
|
|
0.6756 |
|
2008 |
|
|
0.7096 |
|
|
|
0.6832 |
|
|
|
0.7740 |
|
|
|
0.6355 |
|
2009 |
|
|
0.6945 |
|
|
|
0.7170 |
|
|
|
0.7853 |
|
|
|
0.6634 |
|
2010 |
|
|
0.7484 |
|
|
|
0.7540 |
|
|
|
0.8188 |
|
|
|
0.7036 |
|
|
|
|
1) |
|
The average rates are based on daily quotations. |
Risk factors
The risk factors and the cautionary statements contained in the section entitled Introduction
on page 2 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, may 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.
Our business, financial condition and results of operations could suffer material adverse effects
due to certain risks. We have described below the main risks known to Philips and summarized them
in four categories: Strategic risks, Operational risks, Compliance risks, and Financial risks.
Strategic risks and opportunities may affect Philips strategic ambitions. Operational risks
include adverse unexpected developments resulting from internal processes, people and systems, or
from external events that are linked to the actual running of each business (examples are solution
and product creation, and supply chain management). Compliance risks cover unanticipated failures
to implement, or comply with, appropriate policies and procedures. Within the area of
Financial risks, Philips identifies risks related to Treasury, Accounting and reporting, Pensions
and Tax. The risks described below and in pages 107 through 113 of the 2010 Annual Report are not
the only ones we face. Additional risks not known to us or that we currently consider immaterial
could ultimately have a major impact on Philips businesses, objectives, revenues, income, assets,
liquidity, and capital resources.
Philips describes the risk factors within each risk category in order of Philips current view of
expected significance, to give stakeholders an insight into which risks and opportunities it
considers more prominent than others at present. The risk overview highlights the main risks and
opportunities known to Philips, which could hinder it in achieving its strategic and financial
business objectives. The risk overview may, however, not include all the risks that may ultimately
affect Philips. Describing risk factors in their order of expected significance within each risk
category does not mean that a lower listed risk factor may not have a material and adverse impact
on Philips business, strategic objectives, revenues, income, assets, liquidity or capital
resources. Furthermore, a risk factor described after other risk factors may ultimately prove to
have more significant adverse consequences than those other risk factors. Over time Philips may
change its view as to the relative significance of each risk factor. Philips does not classify the
risk categories themselves in order of importance.
Strategic risks
As Philips business is global, its operations are exposed to economic and political
developments in countries across the world that could adversely
impact its revenues and income.
Philips business environment is influenced by economic conditions globally and in individual
countries where Philips conducts business. The high degree of unemployment in certain countries,
the level of public debt in the US and certain European countries, as well as uncertainties with
respect to the long-term high growth stability of the Chinese economy, may result in lower demand
and more challenging market environments across our Sectors. Political developments, for example
Healthcare reforms in various countries such as the US Healthcare Reform may impose
additional uncertainties by redistributing sector spending, changing reimbursement models and
fiscal changes.
Numerous other factors, such as fluctuation of energy and raw material prices, as well as global
political conflicts, including North Africa, the Middle East and other regions, could continue to
impact macroeconomic factors and the international capital and credit markets.
10
Economic and political uncertainty may have a material adverse impact on Philips financial
condition or results of operations and can also make Philips budgeting and forecasting more
difficult.
Philips may encounter difficulty in planning and managing operations due to unfavorable political
factors, including unexpected legal or regulatory changes such as foreign exchange import or export
controls, increased healthcare regulation, nationalization of assets or restrictions on the
repatriation of returns from foreign investments and the lack of adequate infrastructure. As
emerging markets are becoming increasingly important in Philips operations, the above-mentioned
risks are also expected to grow and could have an adverse impact on Philips financial condition
and operating results.
Philips may be unable to adapt swiftly to changes in industry or market circumstances, which could
have a material adverse impact on its financial condition and
results.
Fundamental shifts in the industry, like the transition from traditional lighting to LED lighting,
may drastically change the business environment. If Philips is unable to recognize these changes in
good time, is too inflexible to rapidly adjust its business models, or if circumstances arise, such
as pricing actions of competitors, growth ambitions, financial condition and operating results
could be affected materially.
Acquisitions could expose Philips to integration risks and challenge management in continuing to
reduce the complexity of the company.
Philips has recently completed acquisitions, and may continue to do so in the future, exposing
Philips to integration risks in areas such as sales and service force integration, logistics,
regulatory compliance, information technology and finance. Integration difficulties and complexity
may adversely impact the realization of an increased contribution from acquisitions. Philips may
incur significant acquisition, administrative and other costs in connection with these
transactions, including costs related to the integration of acquired businesses.
Furthermore, organizational simplification and resulting cost savings may be difficult to achieve.
Acquisitions may also lead to a substantial increase in long-lived assets, including goodwill.
Write-downs of these assets due to unforeseen business developments may materially adversely affect
Philips earnings, particularly in Healthcare and Lighting which have significant amounts of
goodwill. Please also refer to note 8 Goodwill to the Group financial statements on pages 172 and
173 of the 2010 Annual Report, which is incorporated herein by reference.
Philips inability to secure and retain intellectual property rights for products, whilst
maintaining overall competitiveness, could have a material adverse
effect on its results.
Philips is dependent on its ability to obtain and retain licenses and other intellectual property
(IP) rights covering its products and its design and manufacturing processes. The IP portfolio
results from an extensive patenting process that could be influenced by, amongst other things,
innovation. The value of the IP portfolio is dependent on the successful promotion and market
acceptance of standards developed or co-developed by Philips. This is particularly applicable to
Consumer Lifestyle where third-party licenses are important and a loss or impairment could
adversely impact Philips financial condition and operating results.
Philips ongoing investments in the sense and simplicity brand campaign, with a focus on
simplifying the interaction with its customers, translating awareness into preference and improving
its international brand recognition, could have less impact than
anticipated.
Philips has made large investments in the reshaping of the Group into a more market-driven company
focusing on delivering advanced and easy-to-use products and easy relationships with Philips for
its customers. The brand promise of sense and simplicity is important for both external and
internal development. If Philips fails to deliver on its sense and simplicity promise, its growth
opportunities may be hampered, which could have a material adverse effect on Philips revenue and
income.
Philips overall performance in the coming years is dependent on realizing its growth ambitions in
emerging markets.
Emerging markets are becoming increasingly important in the global market. In addition, Asia is an
important production, sourcing and design center for Philips. Philips faces strong competition to
attract the best talent in tight labor markets and intense competition from local companies as well
as other global players for market share in emerging markets. Philips needs to maintain and grow its position in emerging
markets, invest in local talents, understand developments in end-user preferences and localize the
portfolio in order to stay competitive. If Philips fails to achieve this, its growth ambitions,
financial condition and operating results could be affected materially.
11
Operational risks
Failure to achieve improvements in Philips solution and product creation process and/or
increased speed in innovation-to-market could hamper Philips
profitable growth ambitions.
Further improvements in Philips solution and product creation process, ensuring timely delivery of
new solutions and products at lower cost and upgrading of customer service levels to create
sustainable competitive advantages, are important in realizing Philips profitable growth
ambitions. The emergence of new low-cost competitors, particularly in Asia, further underlines the
importance of improvements in the product creation process. The success of new solution and product
creation, however, depends on a number of factors, including timely and successful completion of
development efforts, market acceptance, Philipss ability to manage the risks associated with new
products and production ramp-up issues, the availability of products in the right quantities and at
appropriate costs to meet anticipated demand, and the risk that new products and services may have
quality or other defects in the early stages of introduction. Accordingly, Philips cannot determine
in advance the ultimate effect that new solutions and product creations will have on its financial
condition and operating results. If Philips fails to accelerate its innovation-to-market processes
and fails to ensure that end-user insights are fully captured and translated into solution and
product creations that improve product mix and consequently contribution, it may face an erosion of
its market share and competitiveness, which could have a material adverse affect on its financial
condition and operating results.
If Philips is unable to ensure effective supply chain management, e.g. facing an interruption of
its supply chain, including the inability of third parties to deliver parts, components and
services on time, and if it is subject to rising raw material prices, it may be unable to sustain
its competitiveness in its markets.
Philips is continuing the process of creating a leaner supply base with fewer suppliers, while
maintaining dual sourcing strategies where possible. This strategy very much requires close
cooperation with suppliers to enhance, amongst other things, time to market and quality. In
addition, Philips is continuing its initiatives to reduce assets through outsourcing. These
processes may result in increased dependency. Although Philips works closely with its suppliers to
avoid supply-related problems, there can be no assurance that it will not encounter supply problems
in the future or that it will be able to replace a supplier that is not able to meet its demand.
Shortages or delays could materially harm its business. Philips maintains a regular review of its
strategic and critical suppliers to assess financial stability.
Most of Philips activities are conducted outside of the Netherlands, and international operations
bring challenges. For example, production and procurement of products and parts in Asian countries
are increasing, and this creates a risk that production and shipping of products and parts could be
interrupted by a natural disaster in that region.
Due to the fact that Philips is dependent on its personnel for leadership and specialized skills,
the loss of its ability to attract and retain such personnel would have an adverse effect on its
business.
The attraction and retention of talented employees in sales and marketing, research and
development, finance and general management, as well as of highly specialized technical personnel,
especially in transferring technologies to low-cost countries, is critical to Philips success.
This is particularly valid in times of economic recovery. The loss of specialized skills could also
result in business interruptions. There can be no assurance that Philips will continue to be
successful in attracting and retaining all the highly qualified employees and key personnel needed
in the future.
Diversity in information technology (IT) could result in ineffective or inefficient business
management. IT outsourcing and off-shoring strategies could result in complexities in service
delivery and contract management. Furthermore, we observe a global increase in IT security threats
and higher levels of professionalism in computer crime, posing a risk to the confidentiality,
availability and integrity of data and information.
Philips is engaged in a continuous drive to create a more open, standardized and consequently, more
cost-effective IT landscape. This is leading to an approach involving further outsourcing,
off-shoring, commoditization and ongoing reduction in the number of IT systems. The global increase
in security threats and higher levels of professionalism in computer crime have raised the
companys awareness of the importance of effective IT security measures, including proper identity
management processes to protect against unauthorized systems access. Nevertheless, Philips
systems, networks, products, solutions and services remain potentially vulnerable to attacks, which
could potentially lead to the leakage of confidential
information, improper use of its systems and networks or defective products, which could in turn
adversely affect Philips financial condition and operating results. Additionally, the integration
of new
12
companies and successful outsourcing of business processes are highly dependent on secure and
well-controlled IT systems.
Warranty and product liability claims against Philips could cause Philips to incur significant
costs and affect Philips results as well as its reputation and
relationships with key customers.
Philips is from time to time subject to warranty and product liability claims with regard to
product performance and effects. Philips could incur product liability losses as a result of repair
and replacement costs in response to customer complaints or in connection with the resolution of
contemplated or actual legal proceedings relating to such claims. In addition to potential losses
arising from claims and related legal proceedings, product liability claims could affect Philips
reputation and its relationships with key customers, both customers for end products and customers
that use Philips products in their production process. As a result, product liability claims could
materially impact Philips financial condition and operating results.
Any damage to Philips reputation could have an adverse effect on its businesses.
Philips is exposed to developments which could affect its reputation. Such developments could be of
an environmental or social nature, or connected to the behavior of individual employees or
suppliers and could relate to adherence with regulations related to labor, health and safety,
environmental and chemical management. Reputational damage could materially impact Philips
financial condition and operating results.
Compliance risks
Legal proceedings covering a range of matters are pending in various jurisdictions against
Philips and its current and former group companies. Due to the uncertainty inherent in legal
proceedings, it is difficult to predict the final outcome.
Philips, including a certain number of its current and former group companies, is involved in legal
proceedings relating to such matters as competition issues, commercial transactions, product
liability, participations and environmental pollution. Since the ultimate outcome of asserted
claims and proceedings, or the impact of any claims that may be asserted in the future, cannot be
predicted with certainty, Philips financial position and results of operations could be affected
materially by adverse outcomes.
For additional disclosure relating to specific legal proceedings, reference is made to note 24
Contingent liabilities to the Group financial statements on pages 180 through 182 of the 2010
Annual Report, which is incorporated herein by reference.
Philips is exposed to governmental investigations and legal proceedings with regard to increased
scrutiny of possible anti-competitive market practices.
Philips is facing increased scrutiny by national and European authorities of possible
anti-competitive market practices, especially in product segments where Philips has significant
market shares. For example, Philips and certain of its (former) affiliates are involved in
investigations by competition law authorities in several jurisdictions into possible
anti-competitive activities in the Cathode-Ray Tubes (CRT) industry and are engaged in litigation
in this respect. Philips financial position and results could be materially affected by an adverse
final outcome of these investigations and litigation, as well as any potential claims relating to
this matter. Furthermore, increased scrutiny may hamper planned growth opportunities provided by
potential acquisitions. Reference is made to note 24 Contingent liabilities to the Group
financial statements on pages 180 through 182 of the 2010 Annual Report, which is incorporated
herein by reference.
Philips global presence exposes the company to regional and local regulatory rules which may
interfere with the realization of business opportunities and investments in the countries in which
Philips operates.
Philips has established subsidiaries in over 80 countries. These subsidiaries are exposed to
changes in governmental regulations and unfavorable political developments, which may limit the
realization of business opportunities or impair Philips local investments. Philips increased
focus on the healthcare sector increases the exposure to highly regulated markets, where obtaining
clearances or approvals for new products is of great importance, and the dependency on the funding
available for healthcare systems. In addition, changes in reimbursement policies may affect
spending on healthcare.
Philips is exposed to non-compliance with General Business Principles.
Philips attempts to realize its growth targets could expose it to the risk of non-compliance with
the Philips General Business Principles, in particular anti-bribery provisions. This risk is
heightened in emerging markets as corporate governance systems, including information structures
and the monitoring of ethical standards, are less developed in emerging markets
13
compared to mature markets. Examples include commission payments to third parties, remuneration
payments to agents, distributors, commissioners and the like (Agents), or the acceptance of
gifts, which may be considered in some markets to be normal local business practice. Reference is
made to note 24 Contingent liabilities to the Group financial statements on pages 180 through 182
of the 2010 Annual Report, which is incorporated herein by reference.
Defective internal controls would adversely affect our financial reporting and management process.
The reliability of reporting is important in ensuring that management decisions for steering the
businesses and managing both top-line and bottom-line growth are based on top-quality data. Flaws
in internal control systems could adversely affect the financial position and results and hamper
expected growth.
The correctness of disclosures provides investors and other market professionals with significant
information for a better understanding of Philips businesses. Imperfections or lack of clarity in
the disclosures could create market uncertainty regarding the reliability of the data presented and
could have a negative impact on the Philips share price.
The reliability of revenue and expenditure data is key for steering the business and for managing
top-line and bottom-line growth. The long lifecycle of healthcare sales, from order acceptance to
accepted installation, together with the complexity of the accounting rules for when revenue can be
recognized in the accounts presents a challenge to ensure there is consistency of application of
the accounting rules over Philips Healthcares global business.
Compliance procedures have been adopted by management to ensure that the use of resources is
consistent with laws, regulations and policies, and that resources are safeguarded against waste,
loss and misuse. Ineffective compliance procedures relating to the use of resources could have an
adverse effect on the financial condition and operating results.
Philips is exposed to non-compliance with data privacy and product safety laws.
Philips brand image and reputation would be adversely impacted by non-compliance with the various
(patient) data privacy and (medical) product security laws. Privacy and product safety issues may
arise with respect to remote access or monitoring of patient data or loss of data on customers
systems. Philips Healthcare is further subject to various data privacy and safety laws.
Privacy and product security issues may arise, especially with respect to remote access or
monitoring of patient data or loss of data on our customers systems, although Philips Healthcare
contractually limits liability, where permitted.
Philips Healthcare operates in a highly regulated product safety and quality environment. Philips
Healthcares products are subject to regulation by various government agencies, including the FDA
(US) and comparable foreign agencies. Obtaining their approvals is costly and timeconsuming, but a
prerequisite for market introduction. A delay or inability to obtain the necessary regulatory
approvals for new products could have a material adverse effect on its business. The risk exists
that product safety incidents or user concerns could trigger FDA business reviews which if failed
could lead to business interruption which in turn could adversely affect Philips financial
condition and operating results.
Financial risks
Philips is exposed to a variety of treasury risks including liquidity risk, currency risk,
interest rate risk, commodity price risk, credit risk, country risk and other insurable risk.
Negative developments impacting the global liquidity markets could affect the ability to raise or
re-finance debt in the capital markets or could also lead to significant increases in the cost of
such borrowing in the future. If the market expected a downgrade or downgrades by the rating
agencies or if such a downgrade has actually taken place, it could increase our cost of borrowing,
reduce our potential investor base and adversely affect our business.
Philips is exposed to fluctuations in exchange rates, especially between the US dollar and the
euro, because a high percentage of its business volume is conducted in the US and as exports from
Europe. In addition,
Philips is exposed to currency effects involving the currencies of emerging markets such as China,
India and Brazil.
Philips is also exposed to interest rate risk particularly in relation to its long-term debt
position; this risk can take the form of either fair value or cash flow risk. Failure to
effectively hedge this risk can impact Philips financial condition and operating results.
Philips supply chain is also exposed to fluctuations in energy and raw material prices. In
recent times, commodities such as oil have been subject to volatile markets and significant price
increases from time to time. If Philips is not able to compensate for or pass on
14
its increased costs to customers, such price increases could have an adverse impact on its
financial condition and operating results.
Credit risk of counterparties that have outstanding payment obligations creates exposure for
Philips, particularly in relation to accounts receivable and liquid assets and fair values of
derivatives and insurance contracts with financial counterparties. A default by counterparties in
such transactions can have a material adverse effect on Philips financial condition and operating
results.
For further analysis, please refer to note 33 Details of treasury risks to the Group financial
statements on pages 196 through 198 of the 2010 Annual Report, incorporated herein by reference.
Philips is exposed to a number of different fiscal uncertainties which could have a significant
impact on local tax results.
Philips is exposed to a number of different tax uncertainties which could result in double
taxation, penalties and interest payments. These include, amongst others, transfer pricing
uncertainties on internal crossborder deliveries of goods and services, tax uncertainties related
to acquisitions and divestments, tax uncertainties related to the use of tax credits and permanent
establishments, tax uncertainties due to losses carried forward and tax credits carried forward and
potential changes in tax law that could result in higher tax expense and payments. Those
uncertainties may have a significant impact on local tax results which in turn could adversely
affect Philips financial condition and operating results.
The value of the losses carried forward is not only subject to having sufficient taxable income
available within the loss-carried-forward period, but also subject to having sufficient taxable
income within the foreseeable future in the case of losses carried forward with an indefinite
carry-forward period. The ultimate realization of the
Companys deferred tax assets, including tax losses and credits carried forward, is dependent upon
the generation of future taxable income in the countries where the temporary differences, unused
tax losses and unused tax credits were incurred and during the periods in which the deferred tax
assets become deductible. Additionally, in certain instances, realization of such deferred tax
assets is dependent upon the successful execution of tax planning strategies. Accordingly, there
can be no absolute assurance that all (net) tax losses and credits carried forward will be
realized.
For further details, please refer to the information under the heading Fiscal risks in note 3
Income taxes to the Group financial statements on pages 165 through 166 of the 2010 Annual
Report, which is incorporated herein by reference.
Philips has defined-benefit pension plans in a number of countries. The funded status and the cost
of maintaining these plans are influenced by financial market and demographic developments,
creating volatility in Philips financials.
The majority of employees in Europe and North America are covered by defined-benefit pension plans.
The accounting for defined-benefit pension plans requires management to determine discount rates,
expected rates of compensation and expected returns on plan assets. Changes in these variables can
have a significant impact on the projected benefit obligations and net periodic pension costs. A
negative performance of the financial markets could have a material impact on funding requirements
and net periodic pension costs and also affect the value of certain financial assets and
liabilities of the company.
For further analysis of pension-related exposure to changes in financial markets, reference is made
to the information under the heading Details of pension risks on pages 113 through 115 and for
quantitative and qualitative disclosure of pensions, please refer to note 28 Pensions and other
postretirement benefits to the Group financial statements on pages 182 through 187 of the 2010
Annual Report, incorporated herein by reference.
15
Item 4. Information on the Company
The structure of the Philips Group
The information under the headings Business Overview in this Item 4 Information on the
Company, Discontinued operations in Item 5 Operating and financial review and prospects, the
information on capital expenditure under the heading Net capital expenditures in Item 5
Operating and financial review and prospects, the information on pages 63 and 64 under the
heading Acquisitions and divestments of the 2010 Annual Report, pages 131 through 138 under the
heading Corporate governance of the 2010 Annual Report, and the information under note 6
Acquisitions and divestments to the Group financial statements on pages 167 through 170 of the
2010 Annual Report is incorporated herein by reference. The registered office of Royal Philips
Electronics is High Tech Campus 5, 5656 AE Eindhoven, The Netherlands. Our phone number is +31
20 5977777.
Business Overview
Reference is made to the information in Item 5 Operating and financial review and prospects
and the description of industry terms contained in Exhibit 15(d) to this Report on Form 20-F.
Philips Structure
Koninklijke Philips Electronics N.V. (the Company), which started as a limited partnership
with the name Philips & Co in Eindhoven, the Netherlands, in 1891 by Anton and Gerard Philips to
manufacture incandescent lamps and other electrical products, is the parent company of the Philips
Group (Philips or the Group), which consists of the Company and its consolidated subsidiaries.
The Company was converted into the company with limited liability N.V. Philips
Gloeilampenfabrieken on September 11, 1912. Its shares are listed on the stock markets of Euronext
Amsterdam and the New York Stock Exchange. The management of the Company is entrusted to the Board
of Management under the supervision of the Supervisory Board.
Philips activities in the field of
health and well-being are organized on a sector basis, with each operating sector Healthcare,
Consumer Lifestyle and Lighting being responsible for the management of its businesses
worldwide.
The Group Management & Services sector provides the operating sectors with support through shared
service centers. Furthermore, country management organization supports the creation of value,
connecting Philips with key stakeholders, especially our employees, customers, government and
society. The sector is also responsible for the pension management of the Company.
Also included under Group Management & Services are the activities through which Philips invests in
projects that are currently not part of the operating sectors, but which could lead to additional
organic growth or create value through future spin-offs.
At the end of 2010, Philips had 118 production sites in 27 countries, sales and service outlets in
approximately 100 countries, and 119,001 employees.
For information on acquisitions and divestments in progress reference is made to the information in
note 34 Subsequent events to the Group financial statements on page 198 of the 2010 Annual Report
incorporated herein by reference.
For details on the sources and availability of raw materials and a description of the material
effects of government regulations on the Companys business reference is made to the information
under the heading Strategic risks and Compliance risks in Item 3 Key information on pages 10
and 11, and 13 through 15 respectively.
Product sectors and principal products
Reference is made to the information in Item 5 Operating and financial review and prospects.
16
Healthcare
Introduction
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Healthcare challenges present major opportunities in the long term |
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Addressing the care cycle our unique differentiator |
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Home healthcare is a core part of our healthcare strategy |
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Improved market leadership in core businesses |
The future of healthcare is one of the most pressing global issues of our time. Around the world,
societies are facing the growing reality and burden of increasing and in some cases aging
populations, as well as the upward spiraling costs of keeping us in good health. Worldwide, many
more people live longer with chronic disease such as cardiovascular diseases, cancer, diabetes
than in the past. Aging and unhealthy lifestyles are also contributing to the rise of chronic
diseases, putting even more pressure on healthcare systems. At the same time the world is facing a
global and growing deficit of healthcare professionals.
In the long term, these challenges present Philips with an enormous opportunity. We focus our
business on addressing the evolving needs of the healthcare market by developing meaningful
innovations that contribute to better healthcare, at lower cost, around the world.
Healthcare landscape
The global healthcare market is dynamic and growing. Over the past three decades, the
healthcare industry has grown faster than Western world GDP, and has also experienced high rates of
growth in emerging markets such as China and India. Rising healthcare costs present a major
challenge to society. The industry is looking to address this through continued innovation, both in
traditional care settings and also in the field of home healthcare. This approach will not only
help to lighten the burden on health systems, but will also help to provide a more comforting and
therapeutic environment
for patient care.
People-focused, healthcare simplified
Philips distinctive approach to healthcare starts by looking beyond the technology to the
people patients and care providers and the medical problems they face. By gaining deep
insights into how patients and clinicians experience healthcare, we are able to identify market and
clinical needs. In response, we can develop more intuitive, more affordable, and in the end more
meaningful innovations to help take some of the complexity out of healthcare. This results in
better diagnosis, more appropriate treatment planning, faster patient recovery and long-term
health. We try to simplify healthcare by combining our clinical expertise with human insights to
develop innovations that ultimately help to improve the quality of peoples lives. We believe that
we are well positioned for the long term as global healthcare needs will continue to increase and
our care cycle approach will drive towards better patient outcomes and reduced healthcare system
costs.
With a strong presence in cardiology, oncology and womens health, we focus on many of the
fundamental health problems with which people are confronted, such as congestive heart failure,
lung and breast cancers and coronary artery disease. Our focus is on understanding the complete
cycle of care from disease prevention to screening and diagnosis through to treatment,
monitoring and health management and choosing to participate in the areas where we can add
significant value. Philips is dedicated to making an impact wherever care is provided, within the
hospital critical care, emergency care and surgery and, as importantly, in the home.
The high-growth sector of home healthcare is a core part of Philips healthcare strategy. We
provide innovative products and services for the home that connect patients to their healthcare
providers and support individuals at risk in the home through better awareness, diagnosis,
treatment, monitoring and management of their conditions. We also provide solutions that improve
the quality of life for aging adults, for people with chronic illnesses and for their caregivers,
by enabling healthier, independent living at home.
About Philips Healthcare
Philips is one of the top-tier players in the healthcare technology market (based on sales)
alongside General Electric (GE) and Siemens. Our Healthcare sector has global leadership positions
in areas such as cardiac care, acute care and home healthcare.
Philips Healthcares current activities are organized across four businesses:
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Imaging Systems: interventional X-ray, diagnostic X-ray, computed tomography (CT), magnetic
resonance (MR), nuclear medicine (NM) and ultrasound imaging equipment, as well as womens health |
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Patient Care & Clinical Informatics: cardiology informatics, including diagnostic
electrocardiography (ECG); enterprise imaging informatics, including radiology information systems
(RIS) and picture archiving and communication systems (PACS); patient monitoring and clinical
informatics; |
17
perinatal care, including fetal monitoring and Philips Childrens Medical Ventures; and therapeutic
care, which includes cardiac resuscitation, emergency care solutions, therapeutic temperature
management,
hospital respiratory systems, and ventilation
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Home Healthcare Solutions: sleep management and respiratory care, medical alert services, remote
cardiac services, remote patient management |
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Customer Services: consultancy, site planning and project management, clinical services, Ambient
Experience, education, equipment financing, asset management and equipment maintenance and
repair |
Products and services are sold to healthcare providers around the world, including academic,
enterprise and stand-alone institutions, clinics, physicians, home healthcare agencies and consumer
retailers. Marketing, sales and service channels are mainly direct.
The United States is the largest healthcare market, currently representing close to 43% of the
global market, followed by Japan and Germany. Approximately 20% of our annual sales are generated
in emerging markets, and we expect these to continue to grow faster than the markets in Western
Europe and North America.
Sales at Healthcare are generally higher in the second half of the year largely due to the timing
of new product availability and customers attempting to spend their annual budgeted allowances
before the end of the year.
Philips Healthcare employs approximately 35,500 employees worldwide. Reference is made to the
information on the sourcing of the sector Healthcare in Item 4 Information on the Company under
the heading Supply management.
Progress against targets
The Annual Report 2009 set out a number of key
targets for Philips Healthcare in 2010. The advances made in addressing these are outlined below.
Drive Performance
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Continue to drive operational excellence and improve margins: We are building on successful
initiatives to structurally reduce our overall cost structure and improve our organizational
effectiveness. We are improving our margins through better product reliability, improved pricing
initiatives, optimization of low-cost country sourcing, and increases in our service productivity
and operational efficiency. In 2010 we continued to improve the efficiency and effectiveness of our
organization, not only in response to the current economic climate, but, even more importantly, to
further strengthen our position for the future. We continued to manage costs and reorganize our
business, both to meet customer and market demands, as well as to enable profitable growth. In
addition, we continue to drive the pace of operational improvement. Our Quote to Cash program has
driven fundamental changes within our organization, focusing on process standardization and
simplification. A direct result of those efforts was the formation of a centralized Commercial
Operations organization with the primary goal of making it easier
for our customers to do business with us. |
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Drive emerging market growth: We continue to make key acquisitions to meet the diverse and
growing needs of the different markets around the world. For example, our acquisition of Shanghai
Apex Electronics in 2010 provides high-quality value ultrasound transducers, enabling Philips to
further support the use of ultrasound, a widely used diagnostic procedure that provides a critical
yet affordable and mobile modality for early diagnosis and real-time imaging. The acquisition marks
another step in Philips expanding presence in emerging markets, complementing the acquisition of
healthcare informatics company Tecso Informatica in Brazil and the expansion of our clinical
informatics portfolio with the acquisition of Wheb Sistemas, a leading Brazilian provider of
clinical information systems. |
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Continue to pursue integration of our recent acquisitions: In 2010 we successfully completed
steps to integrate prior-year acquisitions including InnerCool Therapies Inc., a pioneer in the
field of therapeutic hypothermia, and Traxtal, a medical technology innovator in imageguided
procedures. This included the
launch of the Philips InnerCool RTx Endovascular System to help enhance patient care by managing
therapeutic hypothermia. |
Accelerate change
Our organic growth will be driven by continued expansion into emerging markets, more
significant development of mid- and low-end products for customers around the world, increased
brand preference, ongoing enhancement of our customer experience, and optimization of our care
cycle approach.
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Drive transformational activities to improve the customerexperience: We are leveraging our
product and services portfolio in innovative ways. We offer innovative financing and business
modeling solutions to our customers to simplify and ease purchasing |
18
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decisions. Additionally, we recently added consulting offerings, a further contributor to the
continued growth of our Customer Services business. We have also introduced new low- and mid-range
products, boosting growth in these market segments in both mature and emerging markets. |
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Organize around customers and markets to bring decisionmakingcloser to the customer: We have
improvedoperational excellence and increased our customerfocus by aligning our sales and services
organizations tobetter serve our customers and markets in which theyoperate. Creating smaller, more
empowered teams ofsales and services professionals will help us to reactfaster to customers
requirements and offer better,broader solutions to the marketplace. |
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Accelerate introductions of low- and mid-end products as aplatform for new growth opportunities:
As part of ourefforts to better serve our customers in key markets,we are looking for ways to
improve how we design,develop and deliver products. We have partnered withElectron, a leading
Russian medical equipmentmanufacturer, to develop and produce innovativeimaging products for the
Russian market. Thepartnership will initially focus on the development of CT scanners, with
potential opportunities for futureexpansion with other healthcare products such asmagnetic
resonance, X-ray and ultrasound systems.In October we completed Russias first installation of a
domestically made CT scanner at the
Hospital of War Veterans in St. Petersburg. |
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We have also made significant progress in developing products that meet the varied needs of
customers around the world. In fact, since 2009, companies we have acquired (primarily in emerging
markets) introduced 15 new products. An example is the Allura FC catherization lab launched in
India in 2010 the first product developed and manufactured by Alpha X-ray, a recent Philips
acquisition in India. |
Implement strategy
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Move toward leadership position in imaging: In 2010 we unveiled a new approach to clinical
collaboration that will drive innovation and efficiency in radiology: Imaging 2.0. Just as Web 2.0
redefined the way people connect, share and use the internet, Imaging 2.0 represents a new world of
possibilities for radiology science. It is about integration and collaboration, and new levels of
patient focus and safety that can help clinicians achieve what was unimaginable just a few short
years ago. |
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The introduction of Imaging 2.0 coincided with an unprecedented number of new product introductions
in radiology, all designed to facilitate innovation and collaboration, focus on patient care and
safety, and improve economic value. This year, Philips introduced the Ingenuity CT platform, which
is designed to provide equivalent diagnostic image quality at up to 80% less dose. This advanced
technology has also been incorporated into a new hybrid imaging system, the Ingenuity PET/CT, used
to conduct studies in oncology imaging, cardiac perfusion and diagnostic CT. |
Other innovations in imaging include:
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Ingenia MR, the first digital broadband MR system that improves image quality while shortening MR
exam times by up to 30% |
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Ingenuity PET/MR, the first new imaging modality introduced in 10 years, which integrates the
molecular imaging capabilities of PET with the superior soft tissue contrast of MR (magnetic
resonance imaging) |
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IntelliSpace Portal, a new multimodality, multivendor workstation that, for the first time, uses
advanced networking capabilities to facilitate collaboration between radiologists and referring
clinicians anytime, anywhere, no matter the modality or vendor, ultimately helping to fuel improved
patient
outcomes |
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iU22 xMATRIX Ultrasound, a new ultrasound system that allows clinicians to capture twice as much
clinical information in the same amount of time without moving, turning or rotating the transducer,
helping clinicians make more informed care decisions, and potentially minimizing the frequent
repetitive stress injuries experienced in the field of sonography. |
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Grow Home Healthcare: Philips is expanding its Home Healthcare business both by introducing new
solutions, as well as by expanding its footprint around the globe. |
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Seniors are living longer and remaining in their own homes; however, falls have become an epidemic
problem that jeopardizes their chances to live independently. In order to help enable continued
independence for seniors by improving access to help in the event of a fall, we introduced the
breakthrough medical alert service, Philips Lifeline with AutoAlert. Available in the US, Lifeline
with AutoAlert can detect falls with a high rate of detection and low rate of false alarms
and automatically call for help. We also announced plans to make this enhanced
service available in Japan in 2011. |
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Additionally, there are more than one billion people suffering from chronic respiratory diseases
worldwide. Of this group, an estimated 210 million people have Chronic Obstructive Pulmonary
Disease (COPD). Three million people died from COPD in 2005, and 90% of those deaths were in low
and middle-income countries, where effective strategies for prevention and control are not always
implemented or accessible. Philips will train 2,000 physicians in emerging markets on respiratory
disease like sleep apnea and COPD. In India, Philips recently supported the set-up of sleep labs in
hospitals to help diagnose sleep disorders and help get affected patients the treatment needed to
live a healthier life. |
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Continue to execute our care cycle strategy around womenshealth, cardiology and oncology: we are
concentrating oureffort, investment and research on some of the mostsignificant diseases and
conditions within those areas. With a growing presence in these fields, we focus onthe fundamental
health problems with which people areconfronted today diseases such as congestive heartfailure,
breast and other cancers, coronary arterydisease. |
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Leverage Sustainability as a driver of growth: We aremaking significant strategic investments in
our industrialfootprint in emerging markets in order to drive growthby better serving local
customers and to reduce ouroverall cost position. In 2010, we invested EUR 60 million in Green
Innovation and the share of GreenProduct sales increased from 23% in 2009 to 25% in 2010. We
continue to focus our Green Innovationprojects on lowering energy usage, weight, radiationdose, and
hazardous material content. We play an active role in developing environmental legislation, such as
EU legislation on chemical substances (RoHS and REACH), EcoDesign of products (e.g. energy
efficiency; EuP directive) and electronic waste (WEEE). |
Regulatory requirements
Philips Healthcare is subject to extensive regulation. It strives for full compliance with
regulatory product approval and quality system requirements in every market it serves by addressing
specific terms and conditions of local ministry of health or federal regulatory authorities,
including agencies like the US FDA, EU Competent Authorities and Japanese MLHW. Environmental and
sustainability requirements like the European Unions Waste from Electrical and Electronic
Equipment (WEEE) and Restriction of Hazardous Substances (RoHS) directives are met with
comprehensive EcoDesign and manufacturing programs to reduce the use of hazardous materials.
Philips Healthcare participates in COCIR, the European trade association for the Radiological,
Electro-medical and Healthcare IT industry, which has committed to participate in the Energy-using
Products Directive through a Self-Regulatory Initiative for imaging equipment.
Strategy and 2011 objectives
Philips Healthcare will continue to play an important role in the realization of Philips
strategic ambitions in the domain of health and well-being.
Healthcare has defined the following key business objectives for 2011:
Drive performance
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Deliver cost innovation and margin initiatives |
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Expand service portfolio |
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Continue to build the Philips Healthcare brand |
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Deliver on our EcoVision sustainability commitments |
Improve capabilities
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Organize around customers and markets |
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Simplify the way we work to create more customer focus |
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Improve customer business administrative process |
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Improve service delivery |
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Achieve breakthrough cost innovation in product design |
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Drive growth and leadership in oncology |
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Extend our leadership in cardiology |
Implement strategy
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Advance towards global leadership position in Imaging Systems |
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Grow Home Healthcare |
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Grow best-in-class clinical decision support, patient care and clinical informatics solution
business |
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Grow in emerging markets faster than competition |
Reference is made to the information on the
financial performance of the sector Healthcare in Item 5 Operating and financial review and
prospects under the heading Performance by sector.
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Consumer Lifestyle
Introduction
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Leading positions in categories such as male shaving and grooming, coffee appliances and oral
healthcare |
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Further decisive action taken to reduce our exposure in the Television business |
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Increased focus on growth, taking a granular approach by making clear investment choices |
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Expanded business creation capabilities in emerging markets and investment in key enablers to
accelerate growth |
Across the world, consumers aspire to improve their health and feeling of well-being, but struggle
to balance this with the increasing complexity of their lives. This trend is creating a large and
growing market in the developed and especially in the emerging economies, where Consumer Lifestyle
can benefit by delivering health and well-being solutions with advanced technology that meet
peoples needs.
We strive to understand consumer needs and translate those insights into breakthrough, meaningful
innovations. Our competitive advantage is our solutions that are easy to experience, advanced and
designed around the consumer. This strength is galvanized by our powerful global brand, our
understanding of the markets we operate in and the many synergies with our channels, partners and
supply chain.
Lifestyle retail landscape
The fragile economic environment in 2010 continued to affect demand for many categories of
consumer goods in developed markets. Whilst emerging markets saw consumer demand impacted by the
economic environment, they demonstrated greater resilience.
However, underlying consumer trends
driving our innovation remained stable:
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People are increasingly appearance-conscious and want to boost their self-confidence and
self-identity through health and beauty regimes |
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People want to prepare food and drinks that are healthy and of good quality, and to do so quickly
and without hassle |
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More and more consumers want to take control by monitoring their health and lifestyle |
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People want to create a home haven a space that provides a sense of well-being and comfort |
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Consumers want to create a digital command center at home, which performs the role of a social
digital hub |
Helping people achieve a healthier and better life
Consumer Lifestyle makes a difference to peoples lives by making it easier for them to achieve
a healthier and better lifestyle. We believe that sense and simplicity can be the goal of
technology and apply that principle to create life-enhancing solutions.
Tracking trends and identifying opportunities
Consumer Lifestyle works together with Philips Design to monitor trends ranging from consumer
tastes to design aesthetics. With its global footprint, Consumer Lifestyle is well positioned to
understand emerging needs in local markets. Country organizations are our interface with the
consumer, allowing us to accurately identify local needs, tastes and commercial opportunities.
Applying insights to develop innovative solutions
We apply a rigorous product development process when creating new value propositions. At its
heart are validated consumer insights, which show that the propositions meet a market need. The
combination of insight, simplicity and innovation differentiates us from our competition and
creates a platform for sustainable business success.
Where we play
We are
active in our four value spaces in health and well-being: Healthy Life, Personal Care,
Home Living and Lifestyle Entertainment, complemented by Accessories. This portfolio is aligned
with our brand equity and enables us to provide our retail customers with a highly relevant and
attractive product portfolio. We focus on premium propositions with our differentiating brand
promise of sense and simplicity, relevant to the target group.
In focusing on the domain of
health and well-being, we are tapping into significant trends such as consumer empowerment,
growth in emerging markets and aging populations that will have a major impact on society in the
future.
Healthy Life
The Healthy Life value space takes a holistic approach to enhancing consumers health, addressing
the needs for mental and physical health and for healthy relationships.
Personal Care
The Personal Care value space addresses the consumer need to look and feel your best and so helps
people feel more confident.
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Home Living
The Home Living value space addresses consumers pressing need to have more time to spend on
themselves or with family and friends. We do this by creating high-quality solutions that enable
quick and convenient cooking, preparation of beverages, cleaning, caring and
home comfort.
Lifestyle Entertainment
Lifestyle Entertainment is about enjoying entertainment and the little events in everyday life:
sharing time with family and friends, having time off from a hectic schedule,
and moments of comfort, fun and caring.
About Consumer Lifestyle
The Philips Consumer Lifestyle sector is organized around its markets, customers and consumers,
and is focused on value creation through category development and delivery through operational
excellence.
The market-driven approach is applied with particular emphasis at local level, enabling Consumer
Lifestyle to address a variety of market dynamics and allowing the sales organizations to operate
with shorter lines of communication with the sectors six businesses. This also promotes
customer-centricity in day-to-day operations.
In 2010 the sector consisted of the following areas
of business:
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Health & Wellness: mother and child care, oral
healthcare |
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Personal Care: shaving and grooming, female depilation,
haircare, vitalight, skincare |
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Domestic Appliances: kitchen appliances, beverages/ espresso, garment care, floor care, water,
air |
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Television |
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Audio & Video Multimedia: home audio, home video,
home cinema sound, portable audio and video |
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Accessories: on-the-go accessories, together@home accessories, personal displays, speech
processing |
We also partner with leading companies from other fields, such as Sara Lee/Douwe Egberts and
Beiersdorf (NIVEA), in order to deliver customer-focused appliance/ consumable combinations.
Consumer Lifestyle continues to focus on international key accounts, particularly in emerging
markets. We have pioneered innovative approaches in online and social media to build our brand and
drive sales.
We offer a broad range of products from high to low price/value quartiles, necessitating a diverse
distribution model. We are expanding our portfolio to increase its accessibility, particularly for
lower-tier cities in emerging markets. We are also developing new retail channels, for instance
selling our innovative Intense Pulsed Light depilation solution, Philips Lumea, in branches of
Douglas, the pan-European beauty retailer.
Under normal economic conditions, the Consumer Lifestyle business experiences seasonality, with
higher sales in the fourth quarter resulting from the holiday sales.
Consumer Lifestyle employs approximately 17,700 people worldwide. Our global sales and service
organization covers more than 50 mature and emerging markets. In addition, we operate manufacturing
and business creation organizations in the Netherlands, France, Belgium, Austria, Hungary,
Singapore, Argentina, Brazil and China.
Consumer Lifestyle strives for full compliance with relevant regulatory requirements, including the
European Unions Waste from Electrical Equipment (WEEE) directive.
Reference is made to the information on the sourcing of the sector Consumer Lifestyle in Item 4
Information on the Company under the heading Supply management.
Progress against targets
The Annual Report 2009 set out a number of key targets for Philips Consumer Lifestyle in 2010.
The progress made in addressing these targets is outlined below.
Drive performance
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Further increase cash flow by aggressively managing cash targets: We strictly managed working
capital, which has been negative in many recent quarters. We effectively managed our credit and
risk, including significantly reducing overdue customer payments. There was an increase in the
number of suppliers using supplier finance, which reduced total cost in the supply chain. As part
of Philips drive to harmonize supplier terms, we improved overall payment terms by 7 days. |
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Continue to reduce fixed costs and improve the overall agility of the cost base: We acted fast in
the downturn and are benefiting from improved gross margin and a lower cost base, supporting
year-on-year adjusted IFO margin improvement. We continued to manage costs via our Earn 2 Invest
Program, reinvesting savings to drive growth. |
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Strengthen excellence in execution and further develop sense and simplicity as a competitive
edge: We have implemented an improved management decision support system with granular insight into
integral performance per business, market and customer down |
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|
to product level. We are also striving to install a return on investment (ROI) culture in order to
drive, and increase resources for, more effective advertising and promotional campaigns. |
Accelerate change
|
|
Continually optimize the business portfolio, while prioritizing profitable growth and success
in selected new value spaces: We have driven double-digit growth in our Health & Wellness business
and high single-digit growth in Personal Care, as well as low single-digit growth in Domestic
Appliances. We have taken a granular approach to ignite growth, focusing investments at a
category/country level. |
|
|
|
Nourish existing leadership positions, and increase leadership positions in other categories by
delighting consumers and winning their preference: We have market share leadership or co-leadership
positions in 45% of our businesses in emerging markets and 32% in mature markets. We have Net
Promoter Score leadership a key leading indicator for sales growth in mother and child care,
power toothbrushes and male shaving and grooming, as well as across a range of categories and
countries. |
Implement strategy
|
|
Grow Health & Wellness: The Health & Wellness business grew in every quarter of 2010. The
acquisition of Discus Holdings expands our oral healthcare portfolio and creates synergies with the
established dental professional relationships we have through Philips Sonicare. We continue to
focus on marketing innovation and expansion in emerging markets to capture this large growth
opportunity. |
|
|
|
Manage TV to profitability: We successfully extended our brand licensing partnerships with
Videocon (India) and TPV (China). We continued to reduce costs, and we established forward
integration and co-location partnerships with TPV, LG Display and Sharp. However, due to high stock
levels in retail and strong price erosion, as well as a deterioration of results in China as a
consequence of a delay in closing the local licensing agreement, TV was not profitable over the
full year. Year-on-year improvement in profitability generated an adjusted IFO loss of EUR 95
million, excluding restructuring charges of EUR 30 million. |
|
|
|
Improve geographical coverage and strengthen position in Brazil, Russia, India and China through
managerial focus and investment: We substantially increased our advertising and promotion spend in
emerging markets, and continued to invest in local talent. We announced our intention to move the
global headquarters of our Domestic Appliances business to Shanghai, as well as
investing in local business creation capabilities for kitchen appliances across four local
innovation centers. Three of these centers are located in emerging markets. |
|
|
|
Accelerate excellence in key strategic capabilities: leadership, professional endorsement, new
channels, online, category management and new business models: We pioneered online and social
media, including the Philips AVENT support center for mothers, an impartial resource supported by
healthcare professionals. We also implemented a major online and social media campaign for our
Wake-up Light, which featured the residents of the most northerly town on Earth, where almost four
months of darkness makes waking in the morning all that much tougher. We grew our online sales by
more than 20% year-on-year. |
|
|
|
Drive profitable growth through Green Products: We introduced more than 150 new Green Products to
our portfolio in 2010, resulting in total Green Product sales of 34% of sector sales. While the
increase in Green Product sales was achieved across all business areas, the green focal area that
saw the greatest improvement was energy efficiency. We have also worked on the voluntary phase-out
of polyvinyl chloride (PVC) and brominated flame retardants (BFR), enabling our Lifestyle
Entertainment and Personal Care businesses to launch products which are completely free of these
substances. We launched the Econova LED TV, Europes greenest LED TV, with a solar remote control.
Named European Green TV 2010-2011 by the European Imaging & Sound Association (EISA), the Econova
LED TV addresses peoples concerns about the environment without compromising on performance. It
reduces energy consumption by up to 60% the lowest in its category and is made from 60%
recycled aluminum. Its packaging is 100% paper-based cardboard, and it is completely PVC- and
BFR-free. |
Strategy and 2011 objectives
Philips Consumer Lifestyle will continue to play an important role in the realization of
Philips strategic ambitions in the domain of health and well-being.
Consumer Lifestyle has defined
the following key business objectives for 2011:
Drive performance
|
|
Accelerate top-line growth, growing market shares and increasing market penetration in
selected business/ market combinations |
|
|
|
Maintain market share and optimize profitability in selected other business/market combinations |
|
|
|
Increase outright leadership positions in Net Promoter Score, underpinned by a strong focus on
product performance and quality |
23
|
|
Drive operational excellence end-to-end through the value chain |
|
|
|
Deliver on our EcoVision sustainability commitments |
Improve capabilities
|
|
Champion consumer and retailer responsiveness, organizing around customers and markets and
moving decision-making closer to markets |
|
|
|
Develop new go-to-market channels and opportunities |
|
|
|
Accelerate high-impact innovation relevant to local consumer needs to beat competition |
|
|
|
Drive an agile organization with fast decision-making and clear accountabilities |
Implement strategy
|
|
Grow Personal Care, Health & Wellness, Domestic Appliances and Coffee businesses |
|
|
|
Continue to strengthen Television business and manage it towards profitability |
|
|
|
Maintain position in Audio & Video Multimedia and Accessories while driving growth in selected
business/ market combinations |
|
|
|
Grow emerging markets and make China a global home, building business creation capabilities |
|
|
|
Strengthen our portfolio with targeted mergers and acquisitions |
Reference is made to the information on the financial performance of the sector Consumer Lifestyle
in Item 5 Operating and financial review and prospects under the heading Performance by sector.
24
Lighting
Introduction
|
|
Lighting industry undergoing a radical transformation |
|
|
|
Important global trends underpinning strategy |
|
|
|
Winning in LED |
A number of global trends are changing the way people use light. Lighting solutions are
transforming urban environments, creating livable cities through the use of light to enhance
safety, municipal identity and residential well-being; consumers are increasingly applying lighting
to create their own ambience at home as a statement of their lifestyle; building owners and
retailers are recognizing the benefits of energy-efficient lighting in reducing their operational
costs; and schools are learning how lighting can improve education.
At the same time, more and more people are keen to help tackle the issues of climate change and
rising energy costs. Many countries and regions have introduced legislative measures to address
energy consumption and the emission of greenhouse gases, which are linked to climate change. In
particular, 2010 saw further legislation to phase out old, incandescent lighting and other
energy-inefficient forms of electric lighting. Philips will continue to play a significant role in
encouraging and enabling the switch to energy-efficient lighting solutions, helping our customers
to save on energy costs while making a positive contribution to the environment.
Another key development is the ongoing trend toward custom solutions. Increasingly aware of the
possibilities beyond standard solutions, consumers, businesses and national and municipal
authorities demand highly adaptable lighting solutions which they can use to customize their indoor
and outdoor environments as and when they desire. Flexible and dynamic, our LED lighting solutions
allow a much higher degree of customization and provide significantly greater possibilities for
ambience creation than solutions based on conventional technologies.
Lighting landscape
We see three main transitions that will affect the lighting industry in the years to come. The
first is a move towards energy-efficient light sources, in response to rising energy prices and
increased awareness of climate change.
The second transition is the move from traditional vacuum-based technologies to solid-state
lighting technology (LEDs). LED lighting is the most significant development in lighting since the
invention of electric light well over a century ago. Offering unprecedented freedom in terms of
color, dynamics, miniaturization, architectural integration and energy efficiency, LED lighting is
opening up exciting new possibilities.
The third transition is from bulbs and components as the point of value creation to end-user-driven
applications and solutions. Increasingly, these applications and solutions will include lighting
controls. We believe that, going forward, a key differentiator among lighting suppliers will be the
innovative strength to create systems and solutions that are truly customer-centric.
Between now and 2015, we expect the value of the global lighting market to grow by 7% on a compound
annual basis, assuming global economic growth (GDP) of around 4%. The majority of the value will be
in LED-based solutions and products heading towards 50% by 2015. As one of the global leaders in
LED components, applications and solutions, with a strong global presence across the LED value
chain, we believe we are well positioned for the changes at hand.
The lighting industry as a whole has been recovering in 2010 from the global economic developments
in 2009, though recovery is unevenly spread, with demand picking up in emerging markets in
particular. For
example, the Chinese authorities are expected to calibrate policy to ensure that the economy
continues to grow at around 8% in 2011, despite the slowdown in the West. Emerging markets have
rebounded strongly (with the exception of much of Eastern Europe, which is constrained by an
ongoing public- and private-sector balance-sheet adjustment), but indicators suggest that most of
the rebound is now over, with expansion expected to settle into a more sustainable trajectory.
Automotive and Lumileds markets benefited most from regained confidence and economic growth.
Luminaires markets are still slow, particularly in the mature markets. Total world construction
spend is expected to increase at a compound annual growth rate of about 5% over the period 2010-15.
Early signs of revival in 2010 could be observed in the infrastructure sector, with 1.5% growth
year-on-year.
Simply enhancing life with light
Philips Lighting is dedicated to enhancing life with light through the introduction of
innovative and energy-efficient solutions or applications for lighting. Our approach is based on
obtaining direct input both from customers and from end-users/consumers. Through a market
segment-based approach, we can assess customer needs in a targeted way, track changes over time and
25
define new insights that fuel our innovation process and ultimately increase the success rate of
new propositions introduced onto the market.
We aim to be the true front-runner in design-led, market and consumer-driven innovation both in
conventional lighting and in solid-state lighting while continuing to contribute to responsible
energy use and sustainable growth.
We believe the rise of LED, coupled with our global leadership, positions us well to continue to
deliver on our mission to simply enhance life with light.
About Philips Lighting
Philips Lighting is a global market leader, with recognized expertise in the development,
manufacturing and application of innovative lighting solutions. We have pioneered many of the key
breakthroughs in lighting over the past 100 years, laying the basis for our current position.
We address peoples lighting needs across a full range of market segments. Indoors, we offer
specialized lighting solutions for homes, shops, offices, schools, hotels, factories and hospitals.
Outdoors, we provide lighting for public spaces, residential areas and sports arenas. We also help
to make roads and streets safer for traffic and other road users (car lights and street lighting).
In addition, we address the desire for light-inspired experiences through architectural projects.
Finally, we offer specific applications of lighting in specialized areas, such as horticulture,
refrigeration lighting and signage, as well as heating, air and water purification, and healthcare.
Philips Lighting spans the entire lighting value chain from lighting sources, electronics and
controls to full applications and solutions via the following businesses:
|
|
Lamps: incandescent, halogen, (compact) fluorescent, high-intensity discharge |
|
|
|
Consumer Luminaires: functional, decorative, lifestyle, scene-setting |
|
|
|
Professional Luminaires: city beautification, road lighting, sports lighting, office lighting,
shop/hospitality lighting, industry lighting |
|
|
|
Lighting Systems & Controls: electronic and electromagnetic gear, controls, modules and drivers |
|
|
|
Automotive Lighting: car headlights, car signaling, interior |
|
|
|
Packaged LEDs |
|
|
|
LED solutions: modules, LED replacement lamps |
The Lamps business conducts its sales and marketing activities through the professional, OEM and
consumer channels, the latter also being used by our Consumer Luminaires business. Professional
Luminaires is organized in a trade business (commodity products) and a project solutions business
(project luminaires, systems and services). For the latter, the main focus is on specifiers,
lighting designers, architects and urban planners. Automotive Lighting is organized in two
businesses: OEM and After-market. Lighting Systems & Controls, Special Lighting Applications and
Packaged LEDs/LED solutions conduct their sales and marketing through both the OEM and professional
channels.
The conventional lamps industry is highly consolidated, with GE and Siemens/Osram as key
competitors. The LED lamps and fluorescent retrofit industry is in its early days, with a huge
number of competitors entering the marketplace. The luminaires industry is fragmented, with our
competition varying per region and per segment. Our Lighting Systems & Controls and Automotive
Lighting businesses are again more consolidated. In the world of digital lighting, a wide range of
new entrants are active in the transition to LED lighting as well as in the transition to
applications and solutions.
Philips Lighting has manufacturing facilities in some 25 countries in all regions of the world and
sales organizations in more than 60 countries. Commercial activities in other countries are handled
via dealers working with our International Sales organization. Lighting has approximately 53,000
employees worldwide.
Lighting strives for compliance with relevant regulatory requirements, including the European
Unions Waste from Electrical and Electronic Equipment (WEEE), Restriction of Hazardous Substances
(RoHS), Energy Performance of Buildings (EPBD) and Energy using Products (EuP) directives. The
impact of the latter is described above under the heading Introduction.
Under normal economic conditions, the Lighting business sales are generally not materially affected
by seasonality.
Reference is made to the information on the sourcing of the sector Lighting in Item 4 Information
on the Company under the heading Supply management.
Progress against targets
The Annual Report 2009 set out a number of key targets for Philips Lighting in 2010. The
advances made in addressing these are outlined below.
26
Drive performance
|
|
Drive our performance through capturing growth while managing cost and cash: Nominal sales
grew by 15%, delivering a significant improvement in profitability and cash flow. |
|
|
|
Win with customers in key markets: Our market share remained steady, and over two-thirds of our
business/ market combinations have a leadership position in NPS. |
|
|
|
Improve our relative position in emerging markets, especially China, India and Latin America:
Comparable sales in emerging markets grew from 34% to 38% of total sales, driven by double-digit
growth in China, India and Latin America. |
Accelerate change
|
|
Further drive the transitions needed to retain the industry lead in the LED era; optimize the
lamps lifecycle, expand share of leading LED solutions in professional and consumer segments:
Significant progress was made in growing LED as a percentage of sales from 8% in 2009 to 13% in
2010. We also undertook significant restructuring and rightsizing efforts aimed at gearing up our
organization to take full advantage of the LED-driven future opportunities in the lighting industry
and adjusting our cost structure to current market conditions. We added a number of acquisitions to
our portfolio to strengthen our ability to offer LED solutions across segments. These include
Burton, a leading provider of specialized lighting solutions for healthcare facilities, and NCW
Holdings, a leading Chinese provider of entertainment lighting and lighting control solutions. |
|
|
|
Continue to invest in extending technological leadership in LED: We made significant R&D and
capital investments in LED, including Lumileds, and made considerable progress in creating an
integrated LED value chain across Lighting. |
Implement strategy
|
|
Become the lighting solutions leader in the Outdoor segment: We significantly expanded our
LED road lighting portfolio in all regions. We have a healthy project pipeline for LED road
lighting in China and continue to invest in R&D and our sales force to enhance our offering into
turnkey projects. In 2010 we also acquired Amplexs street lighting controls business to further
expand our street lighting offering. |
|
|
|
Grow our Consumer Luminaires business: We made considerable progress in expanding the business
outside Europe. Overall, sales remained broadly in line with 2009 due to ongoing weakness in the
residential market in Europe, the businesss core market. The acquisition of Luceplan, a leading
high-end design brand in consumer lighting has further strengthened our portfolio. |
|
|
|
Implement our new Lighting mission, identity and sustainability story Simply enhancing life
with light: We have trained more than 85% of all our employees on our new Lighting mission and
have seen the uptake reflected in our Employee Engagement Survey and in the positive reactions of
external stakeholders, e.g. at Light + Building 2010 and our Capital Markets Day. |
|
|
|
In 2010 we invested EUR 230 million in Green Innovation, compared to EUR 185 million in 2009. The
energy efficiency of our total product portfolio improved by 9%. |
Strategy and 2011 objectives
Philips Lighting will continue to play an important role in the realization of Philips
strategic ambitions in the domain of health and well-being.
Lighting has defined the following key business objectives for 2011:
Drive performance
|
|
Accelerate growth and gain market share in: |
|
- |
|
LED lighting |
|
|
- |
|
Segment-specific solutions |
|
|
- |
|
Emerging markets |
|
|
Enhance customer service levels |
|
|
|
Increase outright NPS leadership positions and brand preference |
|
|
|
Continue to optimize profit, minimize cost, maximize cash |
Improve capabilities
|
|
Reinforce a growth culture based on: |
|
- |
|
Speed |
|
|
- |
|
Customer responsiveness |
|
|
- |
|
Empowerment |
|
|
Improve market impact through integral business models and end-to-end value chain execution |
|
|
|
Drive innovation effectiveness |
|
- |
|
Faster innovation cycles |
|
|
- |
|
Better time-to-market |
|
|
- |
|
Seamless strategy/design/marketing/technology cooperation |
|
|
Resource to win through strategic workforce planning and by enhancing diversity, talent and
competency management |
27
Implement strategy
|
|
Lead in LED light sources while further optimizing conventional lighting |
|
|
|
Win in LED-powered lighting solutions, focusing on: |
|
- |
|
Professional applications in Outdoor, Retail, Office, and specific local priorities |
|
|
- |
|
Philips brand expansion in consumer lighting |
|
|
Deliver on our EcoVision sustainability ambitions |
|
|
|
Strengthen emerging markets |
Reference is made to the information on the financial performance of the sector Lighting in Item 5
Operating and financial review and prospects under the heading Performance by sector.
28
Group Management & Services
Introduction
Philips performance by market cluster is based on the following:
|
|
Emerging markets, including key markets in China, India, and Latin America and other markets
including Central and Eastern Europe, Russia, Ukraine and Central Asia, the Middle East and Africa,
Turkey and ASEAN zone |
|
|
|
Mature markets, including Western Europe, North America, Japan, Korea, Israel, Australia and New
Zealand |
Group Management & Services comprises the activities of the corporate center including Philips
global management and sustainability programs, country and regional management costs, and costs of
pension and other postretirement benefit plans, as well as Corporate Technologies, Corporate
Investments, New Venture Integration and Philips Design. Additionally, the global shared business
services for purchasing, finance, human resources, IT, real estate and supply are reported in this
sector.
Corporate Technologies
Corporate Technologies feeds the innovation pipeline, enabling its business partners the
three Philips operating sectors and external companies to create new business options through
new technologies, venturing and intellectual property development, improve time-to-market
efficiency, and increase innovation effectiveness via focused research and development activities.
Corporate Technologies encompasses Corporate Research, the Incubators, Intellectual Property &
Standards (IP&S), the Philips Innovation Campus as well as Applied Technologies. In total,
Corporate Technologies employs about 3,900 professionals around the globe.
Corporate Technologies actively participates in open innovation through relationships with
academic and industrial partners, as well as via European and regional projects, in order to
improve innovation efficiency and share the related financial exposure. The High Tech Campus in
Eindhoven, the Netherlands, the Philips Innovation Campus in Bangalore, India, and Research
Shanghai, China, are prime examples of environments enabling open innovation. In this way, we
ensure proximity of innovation activities to emerging markets.
Philips Research is a key innovation partner for Philips business sectors. It has three main
roles. Firstly, it creates new technologies that help to spur the growth of the Philips businesses.
Secondly, it develops unique intellectual property (IP), which will enable longer-term business and
creates standardization opportunities for Philips. Lastly, it prepares the ground for the creation
of adjacent businesses in the sectors based on technology-enabled innovation in strategically
aligned application areas.
In 2010, scientists from Philips Research developed the first-ever organic light-emitting diode
(OLED) module that can be powered directly from a mains electricity supply. The prototype opens the
door to OLED systems that can be directly plugged into standard power outlets without the need for
bulky power management circuitry. This will reduce the bill of materials and simplify luminaire
design for future OLED-based systems aimed at mass-market general illumination applications. In the
Healthcare area, Philips Research is developing a Radio Frequency Ablation Cockpit, which covers
preparation, planning and execution of minimally invasive tumor ablation procedures by clinicians.
For therapy planning, the cockpit leverages the tumor visualization capabilities of pre-operative CT
and/or PET imaging plus automated generation of target ablation plans. For targeted needle
placement, it combines these with the real-time imaging capabilities of ultrasound and precision
needle-tip navigation technology based on electromagnetic tracking.
Philips has three incubation organizations: the Healthcare, Consumer Lifestyle and Lighting &
Cleantech Incubators. The main purpose of the Incubators is to create strategic growth
opportunities for Philips. In some cases, spin-out or technology licensing is considered. In
Healthcare, Philips made an anchor investment in the healthcare technology fund Gilde Healthcare
III, which has a target size of EUR 200 million. In Consumer Lifestyle, DirectLife, launched in
2009, now has over 30,000 active users losing weight, getting fit and staying healthy. In the
second half of 2010, a new Skin Care venture became operational to help women who are confused
about their skin type and the products they should use. Our novel Crystalize
imaging technology gives women factual, objective information and better knowledge about their skin
so they can make smarter choices and achieve a more beautiful skin.
Philips further developed digital pathology solutions to ease the workload and support decision
making in central and hospital-based pathology departments.
29
Philips IP&S proactively pursues the creation of new intellectual property in close co-operation
with Philips operating sectors and the other departments within Corporate Technologies. IP&S is a
leading industrial IP organization providing world-class IP solutions to Philips businesses to
support their growth, competitiveness and profitability. Philips IP portfolio currently consists
of about 50,000 patent rights, 36,000 trademarks, 63,000 design rights and 3,900 domain name
registrations. Philips filed approximately 1,300 patents in 2010, with a strong focus on the growth
areas in health and well-being. IP&S participates in the setting of standards to create new
business opportunities for the Healthcare, Consumer Lifestyle and Lighting sectors. A substantial
portion of revenue and costs is allocated to the operating sectors. Philips believes its business
as a whole is not materially dependent on any particular patent or license, or any particular group
of patents and licenses.
Applied Technologies is a showcase for our open innovation approach, supporting customers both
inside and outside Philips through new technologies, new business ideas, consultancy and new
product development and introduction services. Applied Technologies is an active player in
solutions for the healthcare sector and energy solutions, including solar cells and energy
management.
Corporate Investments
The remaining business within Corporate Investments Assembléon is a wholly owned
subsidiary that develops, assembles, markets and distributes a diverse range of surface-mount
technology placement equipment. In 2010 we announced our attention to sell a majority stake in
Assembléon to H2 Equity Partners, an independent private equity firm. Philips will retain a 20%
stake in Assembléon once the transaction is completed.
New Venture integration
The New Venture Integration group focuses on the integration of newly acquired companies across
all sectors.
Philips Design
Philips Design is one of the longest-established design organizations of its kind in the world.
It is headquartered in Eindhoven, the Netherlands, with branch studios in Europe, the US and Asia
Pacific. Its creative force comprises designers, psychologists, ergonomists, sociologists,
philosophers and anthropologists working together to understand peoples needs and desires, in
order to generate designs which support people in accomplishing and experiencing things in natural,
intuitive ways.
Philips Designs forward-looking exploration projects deliver vital insights for new business
development, supporting the transformation towards a health and well-being company.
Reference is made to the information on the financial performance of the sector Group Management &
Services in Item 5 Operating and financial review and prospects under the heading Performance by
sector.
30
Performance by key function
Marketing
Brand and NPS
A consistent focus on building brand loyalty amongst both professionals and consumers led to
the 7% increase in the value of the Philips brand value to USD 8.7 billion, outpacing the average
increase of 4% shown by brands measured in the 2010 Interbrand ranking. Additionally, Philips
brand value has doubled in 6 years and it remains one of the top 50 most valuable brands in the
world, measured by the Interbrand ranking of the 100 best global brands.
Philips total 2010 marketing expenses approximated EUR 934 million, a 16% increase compared to
2009. The additional spend was primarily to support the companys marketing strategy of more
focused growth in emerging and other strategic markets. In line with this, the company increased
its 2010 marketing spend in key emerging markets by 48% compared to 2009. Additionally, the company
continued its focus on organizing around customers and markets, resulting in more local marketing
investment as a percentage of sales. Total 2010 marketing investment in emerging markets
approximated 22% of sales, compared to 17% of sales in 2009.
Philips total 2009 marketing expenses declined nominally to EUR 804 million, but as percentage of
sales remained broadly in line with 2008 levels. In 2009, Philips marketing strategy showed an
increased focus on organizing around customers and markets. To that end, global investment was
tailored more substantially to strategic markets.
In 2010, we have continued to expand our coverage of Net Promoter Score (NPS) program to include
additional markets strategic to Philips growth. Philips stayed the course despite tough economic
times, having improved our NPS leadership score in Consumer Lifestyle and maintaining a strong
performance in Healthcare. While Lighting performance noted a decrease, it remains a clear leader
in its industry. In particular, we achieved strong performance in BRIC markets and in Western
Europe, most notably with BRIC outright leadership positions increasing by 18 points. Whilst we
noted a decrease in North America and the rest of EMEA, Philips continues to occupy strong
leadership positions in these regions. Overall, the result is stable, and 59% of our businesses
currently hold industry leadership positions (60% in 2009). In line with our growth targets in
Vision 2015, in 2011 we will continue to drive for further leadership in NPS in key markets. The
implementation of this measure has confirmed that outstanding customer and consumer loyalty is
critical to achieving growth.
Online
Philips continued to build brand loyalty and promoters via its online marketing strategies in
2010. Within the Lighting sector, the company launched a new social media-enabled platform designed
to showcase the companys leadership in the lighting industry and more importantly, drive
meaningful dialog among existing and prospective customers and stakeholders.
Additionally, in 2010, the company developed several online communities, which, supported by social
media capabilities, enabled the company to facilitate dialog and networking with its professional
audiences in both Lighting and Healthcare. Going forward, the company will continue to drive its
online marketing efforts with the use of new enabling technologies and communication platforms and
leveraging the platform as a sales enabler. In 2010, Philips online sales reached EUR 570 million,
a 41% increase from 2009 where online sales reached EUR 405 million. Online sales in from emerging
markets represented approximately 30% of total online sales in 2010 and grew by 94% over the prior
year.
In further support of sustainability and corporate responsibility, the company continued its
efforts with asimpleswitch.com, its online platform that promotes smart energy efficiency and
consumption. Since its launch in 2009, the site has gained in momentum and popularity, building an
online supporter base of over 100,000 individuals by year-end.
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketing expenses |
|
in millions of euros unless otherwise stated |
|
2008 |
|
|
2009 |
|
|
2010 |
|
Marketing expenses |
|
|
949 |
|
|
|
804 |
|
|
|
934 |
|
as a % of sales |
|
|
3.6 |
|
|
|
3.5 |
|
|
|
3.7 |
|
|
Research & development
R&D spending declined as a percentage of sales from 7.0% in 2009 to 6.2% in 2010. Philips has
continued to expand its vast knowledge and intellectual property base. Early and continuous
involvement of customers in new technologies, application and business concepts ensures deep
insight into their needs the foundation for our innovations. To better capitalize on
opportunities in fast-growing emerging markets, innovation is managed at board level in the Markets
& Innovation function, underlining our focus on market-driven innovation. Innovation leading to new
businesses in incubators and
31
internal ventures is managed separately from the traditional business to ensure focus on these
growth initiatives. The effectiveness of innovation has been improved by streamlining our
organization in Corporate Technologies, leading to more focus, alignment and enhanced offering of
value propositions. The scope of the new organization covers early innovation and pre-development
activities, supplemented by small series production.
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development expenses |
|
in millions of euros unless otherwise
stated |
|
2008 |
|
|
2009 |
|
|
2010 |
|
Research and development expenses |
|
|
1,777 |
|
|
|
1,631 |
|
|
|
1,576 |
|
as a % of sales |
|
|
6.7 |
|
|
|
7.0 |
|
|
|
6.2 |
|
|
Healthcare R&D expenses increased EUR 19 million in 2010, reflecting our continued investment
in emerging markets and home healthcare, though declined as a percentage of sales. Lightings
expenses were broadly in line with 2009, with an increase in digital lighting and a reduction in
traditional lighting. In Consumer Lifestyle, R&D spend was lower than in 2009, mainly due to a
focus on fewer, but bigger projects and lower restructuring charges. GM&S lowered its R&D expenses
through discontinuation of certain activities in the field of Molecular Healthcare and in the field
of 3D Displays.
In 2009, Philips investment in R&D activities amounted to EUR 1,631 million (7.0% of sales),
compared with EUR 1,777 million (6.7% of sales) in 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
Research
and development expenses per sector |
|
in millions of euros |
|
2008 |
|
|
2009 |
|
|
2010 |
|
Healthcare |
|
|
672 |
|
|
|
679 |
|
|
|
698 |
|
Consumer Lifestyle |
|
|
513 |
|
|
|
395 |
|
|
|
369 |
|
Lighting |
|
|
345 |
|
|
|
351 |
|
|
|
355 |
|
GM&S |
|
|
247 |
|
|
|
206 |
|
|
|
154 |
|
|
|
|
Philips Group |
|
|
1,777 |
|
|
|
1,631 |
|
|
|
1,576 |
|
|
Our new product sales products introduced within 2010 (for B2C products) or three years (for
B2B products) increased from 48% of total sales in 2009 to 52% in 2010. In 2009 the global
recession affected demand for new products, and our new product sales products introduced within
the last year (for B2C products) or three years (for B2B products) dropped from 58% of total
sales in 2008 to 48% in 2009. Philips aims to maintain this ratio at around 50%, while at the same
time focusing on the profitability of new products and reallocating innovation spend more towards
new business creation.
Supply management
Executing Vision 2015 and strengthening our health and well-being leadership requires enhancing
our Supply strategy and governance approach. Our vision is to create a Customer Value Chain that
enables better customer solutions, boosts our NPS, and powers growth. Customer Value Chain is a
series of activities that collectively provide greater value than their sum. A more integrated
Supply community will ensure that every part of the value chain works seamlessly together to
benefit our customers and our company.
The Supply organization encompasses three focused functions: Commercial and Service Supply Chain,
Operations, and Purchasing. Collectively, they comprise approximately 58,000 Philips employees and
are responsible for sourcing, making and delivering products and solutions.
Management of shortages and management of commodity price increases
The recovery of the global economy led to tight supply of especially semiconductor components
in the course of 2010. The scarcity and increased commodity prices led to upward price pressure. We
have been able to delay price increases and smoothened out volatility through commodity hedging and
negotiations with our component suppliers. The raw material price trends have also further
accelerated the wide deployment of Value Engineering throughout the company, in close cooperation
between Supply and R&D.
We achieved Bill of Material (BOM) savings of 4.9% and Non Product Related (NPR) savings of 5.2%.
In order to minimize the impact on our customer service levels and sales, a number of initiatives
have been taken. Actions have been taken to rapidly improve our forecast reliability and sales and
operational planning processes, both short term and longer term, in order to reduce such risks for
the future. Additional investments were made in the emerging markets to ensure optimal local
presence of the supply function.
Concentration and consolidation of supply base
In line with our brand promise of sense and simplicity, Philips Supply continued its focus on
leveraging the supply base by bringing more spend to fewer, selected suppliers. In the area of BOM
the number of suppliers has been reduced by approximately 25%, whereas in the area of NPR
approximately 15% reduction has been realized. Creating long term strategic partnerships with
suppliers is an important enabler of Philips growth ambitions. In 2010 the number of suppliers to
cover 80% of spend has been
32
reduced by approximately 10% on BOM and by approximately 25% on NPR. Standardization of payment
terms has helped us to create uniformity and positively influence Days Payable Outstanding.
Supplier risk management
We are monitoring our top 400 suppliers on a constant basis. Risks are measured and, if
required, contingency plans are prepared.
Innovation with the supply base
Philips is putting a lot of emphasis on Open Innovation programs by increasingly using the
innovative power of our suppliers. In the Supplier Forum 2010 with our top suppliers Open
Innovation was one of the key themes. Combining Philips innovation with the innovative capabilities
and capacities of the supply base is expected to deliver acceleration of profitable growth.
Sustainability in the supply chain
Philips remains focused on improving working conditions and environmental performance in its
supply chain and encourages its suppliers to have the same focus.
Employment
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in number of employees |
|
in FTEs |
|
2008 |
|
|
2009 |
|
|
2010 |
|
Position at beginning of year |
|
|
123,801 |
|
|
|
121,398 |
|
|
|
115,924 |
|
Consolidation changes: |
|
|
|
|
|
|
|
|
|
|
|
|
- new consolidations |
|
|
12,673 |
|
|
|
2,432 |
|
|
|
1,457 |
|
- deconsolidations |
|
|
(1,571 |
) |
|
|
(276 |
) |
|
|
(307 |
) |
Comparable change |
|
|
(13,505 |
) |
|
|
(7,630 |
) |
|
|
1,927 |
|
|
|
|
|
|
|
|
|
|
|
Position at year-end |
|
|
121,398 |
|
|
|
115,924 |
|
|
|
119,001 |
|
|
The total number of employees of the Philips Group was 119,001 at the end of 2010, compared to
115,924 at the end of 2009. Approximately 45% were employed in the Lighting sector, due to the
continued relatively strong vertical integration in this business. Some 30% were employed in the
Healthcare sector and approximately 15% of the workforce was employed in the Consumer Lifestyle
sector.
At the end of 2009, the total number of employees of the Philips Group was 115,924, compared to
121,398 at the end of 2008. Approximately 45% were employed in the Lighting sector, due to the
still relatively strong vertical integration in this business. Some 30% were employed in the
Healthcare sector and approximately 16% of the workforce was employed in the Consumer Lifestyle
sector.
|
|
|
|
|
|
|
|
|
|
|
|
|
Employees per sector |
|
in FTEs |
|
at the end of |
|
|
|
2008 |
|
|
2009 |
|
|
2010 |
|
Healthcare |
|
|
35,551 |
|
|
|
34,296 |
|
|
|
35,479 |
|
Consumer Lifestyle |
|
|
17,145 |
|
|
|
18,389 |
|
|
|
17,706 |
|
Lighting |
|
|
57,367 |
|
|
|
51,653 |
|
|
|
53,888 |
|
GM&S |
|
|
11,335 |
|
|
|
11,586 |
|
|
|
11,928 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
121,398 |
|
|
|
115,924 |
|
|
|
119,001 |
|
|
The increase in headcount in 2010 was mainly attributable to acquisitions and an increase in
temporary employees in Lighting to support higher levels of activity. The number of employees
increased in all sectors except Consumer Lifestyle, which was lower, mainly due to a reduction of
temporary employees in Television.
The decrease in headcount in 2009 was mainly due to organizational right-sizing to align with the
challenging economic conditions. The declines were partly offset by acquisitions, mainly at
Consumer Lifestyle. Group Management & Services headcount was slightly higher than in 2008 due to a
gradual shift of support functions such as IT from the operating sectors.
|
|
|
|
|
|
|
|
|
|
|
|
|
Employees per market cluster |
|
in FTEs |
|
at the end of |
|
|
|
2008 |
|
|
2009 |
|
|
2010 |
|
Western Europe |
|
|
36,966 |
|
|
|
35,496 |
|
|
|
34,613 |
|
North America |
|
|
31,336 |
|
|
|
27,069 |
|
|
|
27,883 |
|
Other mature markets |
|
|
2,119 |
|
|
|
3,095 |
|
|
|
3,046 |
|
|
|
|
|
|
|
|
|
|
|
Total mature markets |
|
|
70,421 |
|
|
|
65,660 |
|
|
|
65,542 |
|
Emerging markets |
|
|
50,977 |
|
|
|
50,264 |
|
|
|
53,459 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
121,398 |
|
|
|
115,924 |
|
|
|
119,001 |
|
|
Approximately 55% of the Philips workforce is located in mature markets, and about 45% in
emerging markets. In 2010, the number of employees in mature markets slightly declined as
additional headcount from acquisitions was more than offset by headcount reduction from
organizational right-sizing projects. Emerging market headcount increased by 3,195, mainly from
increases at Lighting to support higher factory production.
At the end of 2009, approximately 57% of Philips workforce was located in mature markets, and
about 43% in emerging markets. The number of employees in mature markets decreased, largely as a
result of organizational right-sizing. Emerging markets also saw a reduction in employee numbers as
the additional headcount from Healthcare acquisitions in China, India and Brazil was
33
offset largely by the sale of the Television factory in Juarez (Mexico) and a headcount reduction
due to lower factory production within Lighting.
Despite the lower sales in 2009, employee productivity for the Group improved compared to 2008,
driven by the positive effect of ongoing efficiency and transformation programs in all sectors.
Organizational structure
The information concerning Philips 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 118 production sites in 27 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 7,
entitled Property, plant and equipment, to the Group financial statements on page 171 of the 2010
Annual Report incorporated herein by reference. The geographic allocation of assets employed as
shown in the section entitled Information by sector and main country on pages 151 through 153 of
the 2010 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 23, entitled Contractual obligations, to the Group financial statements on page 180
of the 2010 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 24, entitled
Contingent liabilities, to the Group financial statements on pages 180 through 182 of the 2010
Annual Report incorporated herein by reference. Additionally, reference is made to note 19,
entitled Provisions, to the Group financial statements on page 178 through 179 of the 2010 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 sector and main country on pages 151 through 153 of the 2010 Annual
Report incorporated herein by reference.
For a description of the Companys principal acquisitions and divestitures, reference is made to
note 6 Acquisitions and divestments to the Group financial statements on pages 167 through 170 of
the 2010 Annual Report incorporated herein by reference.
34
Item 4A. Unresolved Staff Comments
None.
35
Item 5. Operating and financial review and prospects
Operating results
The year 2010
|
|
In 2010, despite experiencing a recovery in certain markets, overall worldwide market
conditions remained challenging, particularly in developed countries. We recorded moderate 4%
comparable sales growth; however, as a result of continued focus on cost management, significant
improvements in IFO, adjusted IFO and Net income were achieved. Additionally, our cash flow from
operating activities was higher than in 2009. |
|
|
|
IFO of EUR 2,065 million, or 8.1% of sales, was significantly higher than the EUR 614 million, or
2.6% of sales, achieved in 2009. Significant IFO improvement, led by Lighting, was achieved in all
sectors. As a percentage of sales, 2010 IFO and adjusted IFO were at the highest levels since 2000. |
|
|
|
Following a strong rebound in the first six months of the year, sales growth slowed in the second
half, ending at 10% nominal for the full year. Adjusted for favorable currency effects, comparable
sales were 4% higher than in 2009, attributable to growth in all sectors, notably Lighting. Within
Lighting, growth in automotive and LED markets was strong, partly mitigated by limited growth at
Professional Luminaires due to weak construction markets in the US and Western Europe; Healthcare
sales grew 4%, supported by 6% growth in all businesses except Imaging Systems, which was broadly
in line with 2009. Growth at Consumer Lifestyle was limited to 1%, as solid growth at Health &
Wellness and Personal Care was tempered by limited growth at Television and sales declines at Audio
& Video Multimedia and Accessories. |
|
|
|
12% comparable sales growth was achieved in emerging markets, while mature markets grew 1%.
Emerging markets accounted for 33% of total sales, up from 30% in 2009. |
|
|
|
We continued to invest in strategically aligned, high-growth companies to strengthen our
portfolio. In 2010, we completed 11 acquisitions, contributing to all three sectors, notably Discus
Holdings in Consumer Lifestyle. The cash outflow related to acquisitions amounted to EUR 239
million. |
|
|
|
During the year, particularly in the first three quarters, Television showed a significant
year-on-year improvement in adjusted IFO. However, with high inventory in retail, and severe price
erosion in the fourth quarter, the Television business did not achieve break-even for the year. To
improve profitability in the business and reduce exposure, we concluded brand licensing agreements
in India and China. We will take further action to address the profitability issue in the business
in 2011. |
|
|
|
We generated EUR 2.2 billion of cash flow from operating activities, EUR 611 million higher than
in 2009. Our cash flows before financing activities were EUR 128 million higher than 2009, as
higher cash flow from operating activities was partly offset by lower proceeds from the sale of
stakes. |
|
|
|
|
|
|
|
|
|
Key data |
|
in millions of euros unless otherwise stated |
|
2009 |
|
|
2010 |
|
Sales |
|
|
23,189 |
|
|
|
25,419 |
|
Income from operations (IFO) |
|
|
614 |
|
|
|
2,065 |
|
as a % of sales |
|
|
2.6 |
|
|
|
8.1 |
|
Adjusted Income from operations (adjusted
IFO)1) |
|
|
1,050 |
|
|
|
2,552 |
|
as a % of sales |
|
|
4.5 |
|
|
|
10.0 |
|
Financial income and expenses |
|
|
(166 |
) |
|
|
(122 |
) |
Income tax expense |
|
|
(100 |
) |
|
|
(509 |
) |
Results of investments in associates |
|
|
76 |
|
|
|
18 |
|
|
|
|
|
|
|
|
Income (loss) from continuing operations |
|
|
424 |
|
|
|
1,452 |
|
Income (loss) from discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
|
424 |
|
|
|
1,452 |
|
|
|
|
|
|
|
|
|
|
Net income (loss): |
|
|
|
|
|
|
|
|
Per common share basic |
|
|
0.46 |
|
|
|
1.54 |
|
Per common share diluted |
|
|
0.46 |
|
|
|
1.53 |
|
|
|
|
|
|
|
|
|
|
Net operating capital (NOC)1) |
|
|
12,649 |
|
|
|
12,071 |
|
Cash flows before financing activities1) |
|
|
1,326 |
|
|
|
1,454 |
|
Employees (FTEs) |
|
|
115,924 |
|
|
|
119,001 |
|
|
|
|
|
1) |
|
See Reconciliation of non-GAAP information in Item 5 Operating and financial
review and prospects for a reconciliation of non-GAAP measures to the most directly comparable
IFRS measure. |
36
Performance of the Group
Sales
The composition of sales growth in percentage terms in 2010, compared to 2009, is presented in
the table below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales growth composition 2010 versus 2009 |
|
in % |
|
compa- |
|
|
|
|
|
|
consoli- |
|
|
|
|
|
|
rable |
|
|
currency |
|
|
dation |
|
|
nominal |
|
|
|
growth1) |
|
|
effects |
|
|
changes |
|
|
growth |
|
Healthcare |
|
|
3.9 |
|
|
|
6.0 |
|
|
|
(0.2 |
) |
|
|
9.7 |
|
Consumer Lifestyle |
|
|
1.2 |
|
|
|
4.7 |
|
|
|
(0.7 |
) |
|
|
5.2 |
|
Lighting |
|
|
8.7 |
|
|
|
6.0 |
|
|
|
0.7 |
|
|
|
15.4 |
|
GM&S |
|
|
6.4 |
|
|
|
3.0 |
|
|
|
(2.6 |
) |
|
|
6.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Philips Group |
|
|
4.3 |
|
|
|
5.5 |
|
|
|
(0.2 |
) |
|
|
9.6 |
|
|
|
|
|
1) |
|
See Reconciliation of non-GAAP information in Item 5 Operating and financial
review and prospects for a reconciliation of non-GAAP measures to the most directly
comparable IFRS measure. |
Group sales amounted to EUR 25,419 million in 2010, 10% nominal growth compared to 2009.
Excluding a 6% favorable currency effect, comparable sales were 4% above 2009. Comparable sales
were 9% higher at Lighting and 4% higher at Healthcare, though were tempered by 1% higher sales at
Consumer Lifestyle.
Healthcare sales amounted to EUR 8,601 million, which was 4% higher than in 2009 on a comparable
basis, driven by 6% growth at Patient Care & Clinical Informatics, Home Healthcare Solutions, and
Customer Services. Sales at Imaging Systems were broadly in line with 2009, as growth in emerging
markets was largely offset by lower sales in North America.
Consumer Lifestyle reported sales of EUR 8,906 million, which was EUR 439 million higher than in
2009, or 1% higher on a comparable basis. We achieved double-digit growth at Health & Wellness and
high single-digit growth at Personal Care. This was tempered by 1% comparable growth at Television
and year-on-year sales declines at Audio & Video Multimedia and Accessories.
Lighting sales amounted to EUR 7,552 million, which was EUR 1 billion higher than in 2009, or 9%
higher on a comparable basis. Growth was largely driven by double-digit growth at Lumileds,
Automotive Lighting, and Lighting Systems & Controls. Ongoing weakness in residential and
commercial construction markets meant our Luminaires businesses yielded little growth.
Earnings
In 2010, Philips gross margin was EUR 9,546 million, or 37.6% of sales, compared to EUR 8,079
million, or 34.8% of sales, in 2009. Gross margin in 2010 included EUR 111 million restructuring
and acquisition-related charges, whereas 2009 included EUR 268 million of restructuring and
acquisition-related charges and net asbestos-related recoveries of EUR 57 million. Gross margin
percentage was higher than in 2009 in all operating sectors, notably Lighting.
Selling expenses increased from EUR 5,159 million in 2009 to EUR 5,246 million in 2010. 2010
included EUR 88 million of restructuring and acquisition-related charges, compared to EUR 185
million in 2009. The year-on-year increase was mainly attributable to higher expenses aimed at
supporting higher sales, and increased investments in advertising and promotion. In relation to
sales, selling expenses decreased from 22.2% to 20.6%. Expenses were lower than in 2009 in all
sectors.
General and administrative expenses amounted to EUR 735 million in 2010, compared to EUR 734
million in 2009. As a percentage of sales, costs improved from 3.2% in 2009 to 2.9%.
Research and development costs declined from EUR 1,631 million in 2009 to EUR 1,576 million in
2010. The year-on-year decline was largely attributable to lower restructuring and
acquisition-related charges, which amounted to EUR 13 million in 2010, compared to EUR 73 million
in 2009, and to the discontinuation of certain activities in the field of Molecular Healthcare and
3D Displays. As a percentage of sales, research and development costs decreased from 7.0% in 2009
to 6.2%.
The following overview shows sales, IFO and adjusted IFO according to the 2010 sector
classifications.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales, IFO and adjusted IFO 2010 |
|
in millions of euros unless otherwise stated |
|
|
|
|
|
|
|
|
|
as a % of |
|
|
adjusted |
|
|
as a % of |
|
|
|
sales |
|
|
IFO |
|
|
sales |
|
|
IFO1) |
|
|
sales |
|
Healthcare |
|
|
8,601 |
|
|
|
922 |
|
|
|
10.7 |
|
|
|
1,186 |
|
|
|
13.8 |
|
Consumer Lifestyle |
|
|
8,906 |
|
|
|
595 |
|
|
|
6.7 |
|
|
|
639 |
|
|
|
7.2 |
|
Lighting |
|
|
7,552 |
|
|
|
695 |
|
|
|
9.2 |
|
|
|
869 |
|
|
|
11.5 |
|
Group Management
& Services |
|
|
360 |
|
|
|
(147 |
) |
|
|
|
|
|
|
(142 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Philips Group |
|
|
25,419 |
|
|
|
2,065 |
|
|
|
8.1 |
|
|
|
2,552 |
|
|
|
10.0 |
|
|
|
|
|
1) |
|
See Reconciliation of non-GAAP information in Item 5 Operating and financial
review and prospects for reconciliation of non-GAAP measures to the most directly
comparable IFRS measure. |
37
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales, IFO and adjusted IFO 2009 |
|
in millions of euros unless otherwise stated |
|
|
|
|
|
|
|
|
|
as a % of |
|
|
adjusted |
|
|
as a % of |
|
|
|
sales |
|
|
IFO |
|
|
sales |
|
|
IFO1) |
|
|
sales |
|
Healthcare |
|
|
7,839 |
|
|
|
591 |
|
|
|
7.5 |
|
|
|
848 |
|
|
|
10.8 |
|
Consumer Lifestyle |
|
|
8,467 |
|
|
|
321 |
|
|
|
3.8 |
|
|
|
339 |
|
|
|
4.0 |
|
Lighting |
|
|
6,546 |
|
|
|
(16 |
) |
|
|
(0.2 |
) |
|
|
145 |
|
|
|
2.2 |
|
Group Management
& Services |
|
|
337 |
|
|
|
(282 |
) |
|
|
|
|
|
|
(282 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Philips Group |
|
|
23,189 |
|
|
|
614 |
|
|
|
2.6 |
|
|
|
1,050 |
|
|
|
4.5 |
|
|
|
|
|
1) |
|
See Reconciliation of non-GAAP information in Item 5 Operating and financial
review and prospects for reconciliation of non-GAAP measures to the most directly comparable IFRS
measure. |
In 2010, IFO increased by EUR 1,451 million compared to 2009, to EUR 2,065 million, or 8.1% of
sales. 2010 included EUR 233 million of restructuring and acquisition-related charges, compared to
EUR 551 million in 2009. In addition to lower restructuring and acquisition-related charges, the
year-on-year improvement was mainly driven by higher sales and a higher gross margin percentage in
each of the operating sectors, and lower costs in Group Management & Services.
Amortization of intangibles, excluding software and capitalized product development, amounted to
EUR 487 million in 2010, compared to EUR 436 million in 2009. Amortization charges were higher than
in 2009 due to acquisitions.
Adjusted IFO increased from EUR 1,050 million, or 4.5% of sales, in 2009 to EUR 2,552 million, or
10.0% of sales, in 2010. Higher adjusted IFO was visible in all sectors, notably Lighting.
Healthcare
Adjusted IFO increased from EUR 848 million, or 10.8% of sales, in 2009 to EUR 1,186 million,
or 13.8% of sales, in 2010. Adjusted IFO improvements were realized across all businesses, largely
as a result of higher sales, favorable currency impact and cost-saving programs. Restructuring and
acquisition-related charges totaled EUR 77 million, compared to EUR 106 million in 2009.
Consumer Lifestyle
Adjusted IFOA improved from EUR 339 million, or 4.0% of sales, in 2009 to EUR 639 million, or
7.2% of sales, in 2010. Restructuring and acquisition-related charges amounted to EUR 61 million in
2010, compared to EUR 136 million in 2009. The year-on-year adjusted IFO improvement was largely
driven by higher sales, fixed cost savings, EUR 48 million product recall related charges in 2009,
and lower restructuring charges. Adjusted IFO was higher than in 2009 in all businesses. Notable
improvements were achieved in Domestic Appliances, Television, and Licenses.
Lighting
Adjusted IFO amounted to EUR 869 million, or 11.5% of sales, which included EUR 96 million of
restructuring and acquisition-related charges. EUR 247 million of restructuring and
acquisition-related charges were included in 2009. The adjusted IFO improvement was also driven by
higher sales, improved gross margin and fixed cost savings from restructuring programs.
Group Management & Services
Adjusted IFO improved from a loss of EUR 282 million in 2009 to a loss of EUR 142 million in
2010. Adjusted IFO in 2009 included a EUR 134 million gain related to curtailment for retiree
medical benefit plans, EUR 57 million of net asbestos-related recoveries, and EUR 46 million of
asset write-offs. 2009 also included EUR 63 million restructuring charges. 2010 results included a
EUR 119 million gain from a change in a pension plan. The year-on-year adjusted IFO improvement was
largely attributable to higher license revenue, discontinuation of Molecular Healthcare, and lower
costs in the global service units.
Pensions
The net periodic pension costs of defined-benefit pension plans amounted to a credit of EUR 103
million in 2010, compared to a cost of EUR 3 million in 2009.
The defined-contribution pension cost
amounted to EUR 118 million, EUR 11 million higher than in 2009, mainly due to a gradual shift from
defined-benefit to defined-contribution pension plans.
The 2010 costs were impacted by the recognition of EUR 119 million of negative prior-service costs.
These resulted from a reduction of pension benefits expected to be paid in the future, in part due
to a change in indexation. In 2010, a curtailment gain of EUR 9 million on one of our retiree
medical plans was recognized due to the partial closure of a US site.
In 2009, curtailment gains totaling EUR 134 million, relating to changes in retiree medical plans,
positively impacted the result. These curtailment gains are the result of changes in the benefit
level and the scope of eligible participants of a retiree medical plan, which became effective and
irreversible in 2009.
38
For further information, reference is made to note 28 Pensions and other postretirement benefits
to the Group financial statements on pages 182 through 187 of the 2010 Annual Report incorporated
herein by reference.
Restructuring and impairment charges
In 2010, IFO included net charges totaling EUR 162 million for restructuring and related asset
impairments. 2009 included EUR 450 million of restructuring and related asset impairment charges.
In addition to the annual goodwill impairment tests for Philips, trigger-based impairment tests
were performed during the year, resulting in no goodwill impairments.
For further information on sensitivity analysis, please refer to note 8 Goodwill to the Group
financial statements on pages 172 and 173 of the 2010 Annual Report incorporated herein by
reference.
|
|
|
|
|
|
|
|
|
Restructuring and related charges |
|
in millions of euros |
|
2009 |
|
|
2010 |
|
Restructuring charges per sector: |
|
|
|
|
|
|
|
|
Healthcare |
|
|
42 |
|
|
|
48 |
|
Consumer Lifestyle |
|
|
120 |
|
|
|
42 |
|
Lighting |
|
|
225 |
|
|
|
74 |
|
GM&S |
|
|
63 |
|
|
|
(2 |
) |
|
|
|
|
|
|
|
|
|
|
450 |
|
|
|
162 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost breakdown of restructuring charges: |
|
|
|
|
|
|
|
|
Personnel lay-off costs |
|
|
399 |
|
|
|
155 |
|
Release of provision |
|
|
(81 |
) |
|
|
(77 |
) |
Restructuring-related asset impairment |
|
|
84 |
|
|
|
19 |
|
Other restructuring-related costs |
|
|
48 |
1) |
|
|
65 |
|
|
|
|
|
|
|
|
|
|
|
450 |
|
|
|
162 |
|
|
|
|
|
1) |
|
Includes EUR 22 million of costs which were expensed as incurred |
The restructuring charges in 2010 were mainly attributable to the operating sectors. Within
Healthcare, the largest projects related to the reorganization of the commercial organization in
Imaging Systems (Germany, Netherlands, and the US). Consumer Lifestyle restructuring charges were
mainly in Television, particularly in China due to the brand licensing agreement with TPV.
Restructuring projects in Lighting were focused on reduction of production capacity in traditional
lighting technologies, such as incandescent. The largest projects were initiated in Brazil, France,
and the US.
In 2009, the most significant restructuring projects related to Lighting and Consumer Lifestyle.
Restructuring projects at Lighting centered on Lamps. The largest restructuring projects were in
the Netherlands, Belgium, Poland and various locations in the US. Consumer Lifestyle restructuring
projects focused on Television (primarily Belgium and France), Accessories (mainly Technology &
Development in the Netherlands) and Domestic Appliances (mainly Singapore and China). Healthcare
initiated various restructuring projects aimed at reduction of the fixed cost structure, mainly
impacting Imaging Systems (Netherlands), Home Healthcare Solutions and Patient Care & Clinical
Informatics (various locations in the US).
Other restructuring projects focused on reducing the fixed cost structure of Corporate
Technologies, Philips Information Technology, Philips Design, and Corporate Overheads within Group
Management & Services.
Reference is made to note 19 Provisions, under the heading Restructuring-related provisions to
the Group financial statements on pages 178 and 179 of the 2010 Annual Report incorporated herein
by
reference. For further information on impairment please refer to the information under the heading
Impairment of non-financial assets in section Critical accounting policies on pages 67 through
69.
Financial income and expenses
A breakdown of Financial income and expenses is presented in the table below.
|
|
|
|
|
|
|
|
|
Financial income and expenses |
|
in millions of euros |
|
2009 |
|
|
2010 |
|
Interest expense (net) |
|
|
(252 |
) |
|
|
(225 |
) |
Sale of securities |
|
|
126 |
|
|
|
162 |
|
Value adjustments on securities |
|
|
(58 |
) |
|
|
(2 |
) |
Other |
|
|
18 |
|
|
|
(57 |
) |
|
|
|
|
|
|
|
|
|
|
(166 |
) |
|
|
(122 |
) |
|
The net interest expense in
2010 was EUR 27 million lower
than in 2009, mainly as a result of lower
interest expense.
39
Income from the sale of securities consists of:
|
|
|
|
|
|
|
|
|
Sale of securities |
|
|
|
|
|
|
|
in millions of euros |
|
2009 |
|
|
2010 |
|
Income from the sale of securities: |
|
|
|
|
|
|
|
|
Gain on sale of NXP shares |
|
|
|
|
|
|
154 |
|
Gain on sale of LG Display shares |
|
|
69 |
|
|
|
|
|
Gain on sale of Pace shares |
|
|
48 |
|
|
|
|
|
Others |
|
|
9 |
|
|
|
8 |
|
|
|
|
|
|
|
|
|
|
|
126 |
|
|
|
162 |
|
|
In 2010, income from the sale of securities of
EUR 162 million was mainly attributable to the sale of
NXP shares. In 2009, income from the sale of securities totaled
EUR 126 million. This included a EUR 69 million gain from
the sale of the remaining shares in LG Display, and a EUR 48
million gain from the sale of the remaining shares in Pace
Micro Technology.
|
|
|
|
|
|
|
|
|
Value adjustments on securities |
|
|
|
|
|
|
|
in millions of euros |
|
2009 |
|
|
2010 |
|
NXP |
|
|
(48 |
) |
|
|
|
|
Prime Technology |
|
|
(6 |
) |
|
|
(2 |
) |
Other |
|
|
(4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(58 |
) |
|
|
(2 |
) |
|
2009 was impacted by impairment charges
amounting to EUR 58 million, mainly from
shareholdings in NXP.
Other financial expenses amounted to a EUR 57 million
expense in 2010, compared to EUR 18 million income
in 2009. 2010 primarily consisted of a EUR 21 million
loss related to the revaluation of the convertible bonds
received from TPV Technology and CBaySystems
Holdings (CBAY), and a EUR 20 million accretion
expense mainly associated with discounted
provisions.
Other financial expenses in 2009 primarily consisted
of a EUR 19 million gain related to the revaluation of the
convertible bonds received from TPV Technology and
CBAY,and dividend income totaling EUR 16 million, EUR
12 million of which related to holdings in LG Display. Other
financial expenses included EUR 15 million accretion
expenses, mainly associated with discounted asbestos
provisions.
For further information, refer to note 2 Financial
income and expenses to the Group financial
statements on page 162 of the 2010 Annual Report, which is
incorporated herein by reference.
Income taxes
Income taxes amounted to EUR 509 million, compared to
EUR 100 million in 2009. The year-on-year increase was
largely attributable to higher taxable earnings.
The tax burden in 2010 corresponded to an effective tax
rate of 26.2%, compared to 22.3% in 2009. The increase
in the effective tax rate was attributable to a change
in the country mix of income tax rates and a change in the
mix of profits and losses in the various countries, as
well as 2009s recognition of a deferred tax asset for
Lumileds previously not recognized. This was partly
offset by a number of tax settlements.
For 2011, the effective tax rate excluding incidental
non-taxable items is expected to be between 30% and 32%.
Reference is made to note 3 Income taxes to
the Group financial statements on pages 162
through 166 of the 2010 Annual Report, which
is incorporated herein by reference.
Results of investments in associates
The results related to investments in associates declined
from EUR 76 million in 2009 to EUR 18 million in 2010.
|
|
|
|
|
|
|
|
|
Results of investments in associates |
|
|
|
|
|
|
|
in millions of euros |
|
2009 |
|
|
2010 |
|
Companys participation in income (loss) |
|
|
23 |
|
|
|
14 |
|
Results on sale of shares |
|
|
|
|
|
|
5 |
|
Gains arising from dilution effects |
|
|
|
|
|
|
|
|
(Reversal of) investment impairment and
guarantee charges |
|
|
53 |
|
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
76 |
|
|
|
18 |
|
|
The companys participation in income declined
from EUR 23 million in 2009 to EUR 14 million in
2010, mainly due to the sale of our remaining stake
in TPV Technology.
In 2009, following recovery of the TPV share price,
the accumulated value adjustment of the shareholding in TPV
recognized in 2008 was reversed by EUR 55 million. The
companys participation in income of EUR 23 million in
2009 was mainly attributable to results on Intertrust.
For
further information, refer to note 4 Investments in
associates to the Group financial statements on
pages 166 through 167 of the 2010 Annual Report, which
is incorporated herein by reference.
40
Non-controlling interests
Net income attributable to non-controlling interests
amounted to EUR 6 million in 2010, compared to EUR 14
million in 2009.
Net income
Net income increased from EUR 424 million in 2009 to
EUR 1,452 million. The improvement was driven by EUR
1,451 million higher IFO and EUR 44 million lower costs in
Financial income and expenses, partly offset by EUR 409
million higher income tax charges and EUR 58 million
lower income from our investments in associates.
Net income attributable to shareholders per common
share increased from EUR 0.44 per common share in 2009
to EUR 1.54 per common share in 2010.
For a description of the impact of inflation and information
regarding any governmental economic, fiscal, monetary or
political policies that could materially affect, directly or
indirectly, the Companys operations reference is made to
the information under the heading Strategic risks in Item
3 Key information on pages 10 through 11.
For information regarding the impact of foreign currency
fluctuations on the Company reference is made to the
information under the heading Financial risks in Item 3
Key information on pages 14 through 15.
Performance by sector
Healthcare
|
|
|
|
|
|
|
|
|
Key data |
|
|
|
|
|
|
|
in millions of euros unless otherwise stated |
|
2009 |
|
|
2010 |
|
Sales |
|
|
7,839 |
|
|
|
8,601 |
|
Sales growth |
|
|
|
|
|
|
|
|
% increase, nominal |
|
|
2 |
|
|
|
10 |
|
% increase, comparable1) |
|
|
(3 |
) |
|
|
4 |
|
Adjusted IFO1) |
|
|
848 |
|
|
|
1,186 |
|
as a % of sales |
|
|
10.8 |
|
|
|
13.8 |
|
IFO |
|
|
591 |
|
|
|
922 |
|
as a % of sales |
|
|
7.5 |
|
|
|
10.7 |
|
Net operating capital (NOC)1) |
|
|
8,434 |
|
|
|
8,908 |
|
Cash flows
before financing activities1,2) |
|
|
889 |
|
|
|
1,139 |
|
Employees (FTEs) |
|
|
34,296 |
|
|
|
35,479 |
|
|
|
|
|
1) |
|
See Reconciliation of non-GAAP information in Item 5 Operating and
financial review and prospects for reconciliation of non-GAAP measures to the
most directly comparable IFRS measure. |
|
2) |
|
Prior period amounts have been revised to reflect an adjusted sector allocation. |
|
|
|
|
|
|
|
|
|
Sales per market cluster |
|
|
|
|
|
|
|
in millions of euros |
|
2009 |
|
|
2010 |
|
Western Europe |
|
|
1,941 |
|
|
|
2,042 |
|
North America |
|
|
3,685 |
|
|
|
3,901 |
|
Other mature markets |
|
|
763 |
|
|
|
968 |
|
|
|
|
|
|
|
|
Total mature markets |
|
|
6,389 |
|
|
|
6,911 |
|
Emerging markets |
|
|
1,450 |
|
|
|
1,690 |
|
|
|
|
|
|
|
|
|
|
|
7,839 |
|
|
|
8,601 |
|
|
In 2010, sales amounted to EUR 8,601 million, 10% higher
than in 2009 on a nominal basis, driven by higher sales in all
businesses. Excluding a 6% favorable impact of currency
effects, comparable sales were 4% higher. Mid-single-digit
comparable sales growth was achieved by Patient Care &
Clinical Informatics, Home Healthcare Solutions and
Customer Services. Imaging Systems comparable sales
were in line with 2009. Green Product sales amounted to
EUR 2,136 million, a 19% year-on-year increase.
Geographically, comparable sales in mature markets were
higher than in 2009 in all businesses except Imaging
Systems. The year-on-year sales increase was largely
attributable to Western Europe. Comparable sales in
North America were broadly in line with 2009. In
emerging markets we achieved 7% growth, largely driven
by strong, double-digit growth in China and India.
Adjusted IFO increased from EUR 848 million, or 10.8% of
sales, in 2009 to EUR 1,186 million, or 13.8% of sales, in
2010. Adjusted IFO improvements were realized across
all businesses in Healthcare, largely as a result of higher
sales, favorable currency impact and cost-saving
programs. Restructuring and acquisition-related charges
were EUR 77 million, compared with EUR 106 million in
2009.
IFO amounted to EUR 922 million, or 10.7% of sales, and
included EUR 263 million of charges related to
amortization of intangible fixed assets.
Net operating capital in 2010 increased by EUR 474
million to EUR 8.9 billion. Excluding a EUR 713 million
currency impact, net operating capital decreased by EUR
239 million.
Cash flows before financing activities increased from an
inflow of EUR 889 million in 2009 to an inflow of EUR
1,139 million in 2010, mainly attributable to higher
earnings.
41
Consumer Lifestyle
|
|
|
|
|
|
|
|
|
Key data |
|
|
|
|
|
|
|
in millions of euros unless otherwise stated |
|
2009 |
|
|
2010 |
|
Sales |
|
|
8,467 |
|
|
|
8,906 |
|
of which Television |
|
|
3,122 |
|
|
|
3,155 |
|
Sales growth |
|
|
|
|
|
|
|
|
% increase (decrease), nominal |
|
|
(22 |
) |
|
|
5 |
|
% increase (decrease), comparable1) |
|
|
(17 |
) |
|
|
1 |
|
Sales growth excl. Television |
|
|
|
|
|
|
|
|
% increase (decrease), nominal |
|
|
(13 |
) |
|
|
8 |
|
% increase (decrease), comparable1) |
|
|
(12 |
) |
|
|
1 |
|
Adjusted IFO1) |
|
|
339 |
|
|
|
639 |
|
of which Television |
|
|
(179 |
) |
|
|
(125 |
) |
as a % of sales |
|
|
4.0 |
|
|
|
7.2 |
|
IFO |
|
|
321 |
|
|
|
595 |
|
of which Television |
|
|
(179 |
) |
|
|
(130 |
) |
as a % of sales |
|
|
3.8 |
|
|
|
6.7 |
|
Net operating capital (NOC)1) |
|
|
625 |
|
|
|
911 |
|
of which Television |
|
|
(386 |
) |
|
|
(299 |
) |
Cash flows before financing activities1,2) |
|
|
598 |
|
|
|
404 |
|
of which Television |
|
|
(16 |
) |
|
|
(117 |
) |
Employees (FTEs) |
|
|
18,389 |
|
|
|
17,706 |
|
of which Television |
|
|
4,766 |
|
|
|
3,613 |
|
|
|
|
|
1) |
|
See Reconciliation of non-GAAP information in Item 5 Operating and
financial review and prospects for reconciliation of non-GAAP measures to the most directly comparable IFRS measure. |
|
2) |
|
Prior period amounts have been revised to reflect an adjusted sector allocation. |
|
|
|
|
|
|
|
|
|
Sales per market cluster |
|
|
|
|
|
|
|
in millions of euros |
|
2009 |
|
|
2010 |
|
Western Europe |
|
|
3,987 |
|
|
|
3,874 |
|
North America |
|
|
1,084 |
|
|
|
1,156 |
|
Other mature markets |
|
|
216 |
|
|
|
268 |
|
|
|
|
|
|
|
|
Total mature markets |
|
|
5,287 |
|
|
|
5,298 |
|
Emerging markets |
|
|
3,180 |
|
|
|
3,608 |
|
|
|
|
|
|
|
|
|
|
|
8,467 |
|
|
|
8,906 |
|
|
2010 proved to be a challenging year for driving sales
growth in Consumer Lifestyle. We began the year with
strong comparable sales growth in the first two quarters,
though we experienced sales declines in the last two
quarters, with high stock levels in retail and, consequently,
strong price erosion, particularly in Television. For the
year, our sales increased by EUR 439 million, or 5%
nominal growth. However, adjusted for favorable
currency and unfavorable portfolio changes, comparable
sales growth was limited to 1%.
We achieved double-digit growth at Health & Wellness
and high single-digit growth at Personal Care, driven by
our increased investment in advertising and promotion.
Sales at Domestic Appliances showed low single-digit
growth, as strong growth in emerging markets, notably
China, was partly offset by lower sales in mature markets.
Comparable sales growth at Television was limited to 1%,
while sales declined at Audio & Video Multimedia and
Accessories.
From a geographical perspective, we recorded 6%
comparable sales growth in emerging markets, which was
partly offset by a 2% decline in mature markets, mainly in
Western Europe. Sales growth in emerging markets was
driven by solid growth in Latin America and Russia, though
this was tempered by a sales decline in China. The decline
in China was substantially due to a delay in the
implementation of the brand licensing agreement for
Television with TPV. Emerging markets share of sector
sales increased from 37% in 2009 to 41% in 2010. Green
Product sales amounted to over EUR 3 billion and
increased from 23% of total sales in 2009 to 34% in 2010.
Adjusted IFO significantly improved from EUR 339
million, or 4.0% of sales, in 2009 to EUR 639 million, or
7.2% of sales, in 2010. Restructuring and acquisition-related
charges amounted to EUR 61 million in 2010,
compared to EUR 136 million in 2009. The year-on-year
Adjusted IFO improvement was largely driven by
improved gross margin, fixed cost savings, the previous
years EUR 48 million product recall-related charges, and
lower restructuring charges. Adjusted IFO was higher
than in 2009 in all businesses, notably Domestic
Appliances and Television.
IFO amounted to EUR 595 million, or 6.7% of sales, which
included EUR 44 million of amortization charges, mainly
related to amortization of intangible fixed assets at Health
& Wellness and Domestic Appliances.
Net operating capital increased from EUR 625 million in
2009 to EUR 911 million in 2010, primarily due to higher
inventories at Television and an increase in assets
following the acquisition of Discus Holdings.
Cash flows before financing activities declined from an
inflow of EUR 598 million in 2009 to an inflow of EUR 404
million. The decline was mainly attributable to lower cash
inflow from changes in working capital, partly offset by
higher earnings.
42
Lighting
|
|
|
|
|
|
|
|
|
Key data |
|
|
|
|
|
|
|
in millions of euros unless otherwise
stated |
|
2009 |
|
|
2010 |
|
Sales |
|
|
6,546 |
|
|
|
7,552 |
|
Sales growth |
|
|
|
|
|
|
|
|
% increase, nominal |
|
|
(11 |
) |
|
|
15 |
|
% increase, comparable1) |
|
|
(13 |
) |
|
|
9 |
|
Adjusted IFO1) |
|
|
145 |
|
|
|
869 |
|
as a % of sales |
|
|
2.2 |
|
|
|
11.5 |
|
IFO |
|
|
(16 |
) |
|
|
695 |
|
as a % of sales |
|
|
(0.2 |
) |
|
|
9.2 |
|
Net operating capital (NOC)1) |
|
|
5,104 |
|
|
|
5,561 |
|
Cash flows before financing activities1,2) |
|
|
624 |
|
|
|
590 |
|
Employees (FTEs) |
|
|
51,653 |
|
|
|
53,888 |
|
|
|
|
|
1) |
|
See Reconciliation of non-GAAP information in Item 5 Operating and
financial review and prospects for reconciliation of non-GAAP measures to the
most directly comparable IFRS measure. |
|
2) |
|
Prior period amounts have been revised to reflect an adjusted sector allocation. |
|
|
|
|
|
|
|
|
|
Sales per market cluster |
|
|
|
|
|
|
|
in millions of euros |
|
2009 |
|
|
2010 |
|
Western Europe |
|
|
2,271 |
|
|
|
2,297 |
|
North America |
|
|
1,811 |
|
|
|
1,989 |
|
Other mature markets |
|
|
253 |
|
|
|
367 |
|
|
|
|
|
|
|
|
Total mature markets |
|
|
4,335 |
|
|
|
4,653 |
|
Emerging markets |
|
|
2,211 |
|
|
|
2,899 |
|
|
|
|
|
|
|
|
|
|
|
6,546 |
|
|
|
7,552 |
|
|
Sales amounted to EUR 7,552 million, a nominal increase
of 15% compared to 2009, driven by a rebound in sales of
general and automotive lamps as well as ongoing growth
of our Lumileds LED business. Excluding a 6% favorable
currency impact and a 1% contribution from acquisitions,
comparable sales increased by 9%.
The year-on-year sales increase was substantially driven
by growth in emerging markets, which grew over 20% on a
comparable basis. Emerging market sales grew to over
38% of total Lighting sales, driven by China, India and
Brazil, compared to 34% in 2009. In mature markets, sales
growth was limited to low single-digits due to lower
demand in North America and Western Europe,
particularly for Professional and Consumer Luminaires.
A rebound in the global automotive market supported
solid, double-digit sales growth in this business. Our
general Lamps business also grew strongly compared to
2009, buoyed by demand for high-end lamps in retail and
emerging geographies. Ongoing softness in both the
residential and commercial construction markets
particularly in mature geographies meant that sales in
our Luminaires businesses remained broadly in line with
2009. Sales of LED-based products grew to over 13% of
total sales, up from 8% in 2009, driven by Lumileds, Lamps
and Professional Luminaires. Sales of energy-efficient
Green Products exceeded EUR 4 billion, or 58% of sector
sales.
Adjusted IFO amounted to EUR 869 million, or 11.5% of
sales, which included EUR 96 million of restructuring and
acquisition-related charges. This compared to EUR 247
million of restructuring and acquisition-related charges in
2009. The adjusted IFO improvement was driven by
higher sales, improved gross margin and fixed cost savings
from restructuring programs.
IFO amounted to EUR 695 million, or 9.2% of sales, which
included EUR 174 million of amortization of intangible
fixed assets, mainly from Lumileds and Genlyte.
Net operating capital increased by EUR 457 million to
EUR 5.6 billion, due to unfavorable currency translation,
higher activity levels and additional LED-related capital
expenditures.
Cash flows before financing activities declined from EUR
624 million in 2009 to EUR 590 million, reflecting higher
cash earnings which were more than offset by higher
working capital requirements and additional growth-focused
investments in capital expenditures.
43
Group Management & Services
|
|
|
|
|
|
|
|
|
Key data |
|
|
|
|
|
|
|
in millions of euros unless otherwise stated |
|
2009 |
|
|
2010 |
|
Sales |
|
|
337 |
|
|
|
360 |
|
Sales growth |
|
|
|
|
|
|
|
|
% increase (decrease), nominal |
|
|
(31 |
) |
|
|
7 |
|
% increase (decrease), comparable1) |
|
|
(30 |
) |
|
|
6 |
|
Adjusted IFO Corporate Technologies1) |
|
|
(162 |
) |
|
|
(63 |
) |
Adjusted IFO Corporate & regional costs1) |
|
|
(174 |
) |
|
|
(142 |
) |
Adjusted IFO Pensions1) |
|
|
142 |
|
|
|
100 |
|
Adjusted IFO Services Units and other1) |
|
|
(88 |
) |
|
|
(37 |
) |
|
|
|
|
|
|
|
Adjusted IFO1) |
|
|
(282 |
) |
|
|
(142 |
) |
IFO |
|
|
(282 |
) |
|
|
(147 |
) |
Net operating capital (NOC)1) |
|
|
(1,514 |
) |
|
|
(3,309 |
) |
Cash flows before financing activities1,2) |
|
|
(785 |
) |
|
|
(679 |
) |
Employees (FTEs) |
|
|
11,586 |
|
|
|
11,928 |
|
|
|
|
|
1) |
|
See Reconciliation of non-GAAP information in Item 5 Operating and
financial review and prospects for reconciliation of non-GAAP measures to the
most directly comparable IFRS measure. |
|
2) |
|
Prior period amounts have been revised to reflect an adjusted sector allocation. |
In 2010, sales were EUR 23 million higher than in 2009,
mainly due to higher license revenues and higher sales at
Assembléon.
Adjusted IFO in 2010 amounted to a loss of EUR 142
million, compared to a loss of EUR 282 million in 2009.
The year-on-year improvement in adjusted IFO was
mainly attributable to higher revenue, lower overhead
costs and the discontinuation of Molecular Healthcare.
Adjusted IFO at Corporate Technologies was EUR
99 million higher than in 2009, attributable to higher
license revenue, the discontinuation of Molecular
Healthcare and 2009s asset write-offs.
Corporate & Regional costs were EUR 32 million lower
than in 2009, attributable to lower restructuring charges
and continuous focus on cost reduction.
Adjusted IFO at Pensions was EUR 42 million lower than
in 2009, in part due to that years EUR 134 million
curtailment gain on retiree medical benefit plans, partly
offset by a EUR 119 million gain in 2010, in part due to a
change in indexation.
Adjusted IFO at Service Units and other improved from a
loss of EUR 88 million in 2009 to a loss of EUR 37 million.
The improvement was largely driven by lower
restructuring charges in our global service units.
Net operating capital declined to negative EUR 3.3 billion,
mainly attributable to lower prepaid pension cost related
to the pension plan in Netherlands, which is no longer
recognized as an asset.
Cash flows before financing activities improved from an
outflow of EUR 785 million in 2009 to an outflow of EUR
679 million, mainly attributable to higher cash earnings
and the EUR 485 million of final asbestos payments in
2009. This was partly offset by lower proceeds on the sale
of stakes, mainly reflecting the sale of LG Display and Pace
Micro Technology in 2009.
Performance by market cluster
In 2010, sales grew 4% on a comparable basis, driven by
growth in all sectors, notably in emerging markets.
|
|
|
|
|
|
|
|
|
Sales per market cluster |
|
|
|
|
|
|
|
in millions of euros |
|
2009 |
|
|
2010 |
|
Western Europe |
|
|
8,389 |
|
|
|
8,363 |
|
North America |
|
|
6,609 |
|
|
|
7,086 |
|
Other mature markets |
|
|
1,260 |
|
|
|
1,633 |
|
|
|
|
|
|
|
|
Total mature markets |
|
|
16,258 |
|
|
|
17,082 |
|
Emerging markets |
|
|
6,931 |
|
|
|
8,337 |
|
|
|
|
|
|
|
|
|
|
|
23,189 |
|
|
|
25,419 |
|
|
Sales in mature markets were EUR 824 million higher than
in 2009, or 1% higher on a comparable basis. Sales in
Western Europe were below the 2009, mainly due to
lower sales at Consumer Lifestyle, which more than offset
growth at Healthcare. Sales in North America were
slightly higher than in 2009, attributable to low single-digit
growth in Lighting and Consumer Lifestyle. Healthcare
sales in North America were on par with 2009 on a
comparable basis. Sales in other mature markets,
however, grew by double-digits in all sectors.
In emerging markets, sales grew by 12%, driven by growth
in all sectors, notably Lighting (more than 20%). Solid
double-digit growth was visible in China, driven by
Healthcare and Lighting. Sales in Russia also showed
double-digit growth, attributable to strong sales
performance at Consumer Lifestyle and Lighting.
44
Liquidity and capital resources
Cash flows provided by continuing operations
Condensed consolidated statements of cash flows for the
years ended December 31, 2009 and 2010 are presented
below:
|
|
|
|
|
|
|
|
|
Condensed consolidated cash flow statements |
|
|
|
|
|
|
|
in millions of euros |
|
2009 |
|
|
2010 |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
Net income |
|
|
424 |
|
|
|
1,452 |
|
Adjustments to reconcile net income to net
cash provided by operating activities |
|
|
1,121 |
|
|
|
704 |
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
1,545 |
|
|
|
2,156 |
|
Net cash used for investing activities 1) |
|
|
(219 |
) |
|
|
(702 |
) |
|
|
|
|
|
|
|
Cash flows before financing activities |
|
|
1,326 |
|
|
|
1,454 |
|
Net cash used for financing activities |
|
|
(545 |
) |
|
|
(96 |
) |
|
|
|
|
|
|
|
Cash provided by continuing operations |
|
|
781 |
|
|
|
1,358 |
|
Net cash (used for) discontinued operations |
|
|
|
|
|
|
|
|
Effect of changes in exchange rates on cash
and cash equivalents |
|
|
(15 |
) |
|
|
89 |
|
|
|
|
|
|
|
|
Total change in cash and cash equivalents |
|
|
766 |
|
|
|
1,447 |
|
Cash and cash equivalents at the beginning of
year |
|
|
3,620 |
|
|
|
4,386 |
|
|
|
|
|
|
|
|
Cash and cash equivalents at the end of year -
continuing operations |
|
|
4,386 |
|
|
|
5,833 |
|
|
|
|
|
1) |
|
See Reconciliation of non-GAAP information in Item 5 Operating and
financial review and prospects for a reconciliation of non-GAAP measures to
the most directly comparable IFRS measure. |
Cash flows from operating activities
Net cash flow from operating activities amounted to EUR
2,156 million in 2010, compared to EUR 1,545 million in
2009. The year-on-year improvement was largely
attributable to higher earnings across all sectors and last
years EUR 485 million final asbestos settlement payment,
partly offset by higher working capital requirements.
|
|
|
|
|
|
|
|
|
Cash flows from operating activities
and net capital expenditures |
|
|
|
|
|
|
|
in millions of euros |
|
2009 |
|
|
2010 |
|
Cash flows from operating activities |
|
|
1,545 |
|
|
|
2,156 |
|
Net capital expenditures |
|
|
(682 |
) |
|
|
(823 |
) |
|
Cash flows from investing activities
Cash flows from investing activities resulted in a net
outflow of EUR 702 million, attributable to EUR 823
million cash used for net capital expenditures and EUR
239 million used for acquisitions, chiefly for Discus
Holdings, NCW Holdings LTD and medSage. This was
partly offset by EUR 385 million proceeds from
divestment, including the sale of 9.4% of the shares in TPV
and the redemption of the TPV and CBAY convertible
bonds.
2009 cash flows from investing activities resulted in a net
outflow of EUR 219 million, due to EUR 682 million cash
used for net capital expenditures, EUR 300 million used
for acquisitions, and EUR 39 million outflow related to
derivatives and securities, partly offset by EUR 802 million
inflows received mostly from the sale of other non-current
financial assets (mainly LG Display and Pace Micro
Technology).
Net capital expenditures
Net capital expenditures totaled EUR 823 million, which
was EUR 141 million higher than 2009. Higher
investments were visible in all sectors, notably additional
growth-focused investments in Lighting.
|
|
|
|
|
|
|
|
|
Cash flows from acquisitions,
divestments and derivatives |
|
|
|
|
|
|
|
in millions of euros |
|
2009 |
|
|
2010 |
|
Divestments & derivatives |
|
|
763 |
|
|
|
360 |
|
Acquisitions |
|
|
(300 |
) |
|
|
(239 |
) |
|
Reference is made to the information under the heading
Acquisitions and divestments on pages 63 and 64 of the
2010 Annual Report, which is incorporated herein by
reference.
Acquisitions
Net cash impact of acquisitions in 2010 was a total of EUR
239 million, mainly Discus Holdings (EUR 129 million),
NCW Holdings LTD (EUR 13 million) and medSage
Technologies (EUR 14 million).
In 2009, a total of EUR 300 million cash was used for
acquisitions, mainly Saeco (EUR 171 million), Dynalite
(EUR 31 million) and Traxtal (EUR 18 million).
Divestments and derivatives
Cash proceeds of EUR 385 million were received from
divestments, including EUR 98 million from the sale of
9.4% shares in TPV, EUR 165 million and EUR 74 million
from the redemption of the TPV and CBAY convertible
bonds respectively. The transaction related to the sale of
the remaining NXP shares to Philips UK pension fund
which was cash-neutral. Cash flows used for derivatives
led to a EUR 25 million outflow.
45
In 2009, cash proceeds of EUR 628 million and EUR 76
million were received from the final sale of stakes in LG
Display and Pace Micro Technology respectively. Cash
flows from derivatives and securities led to a net cash
outflow of EUR 39 million.
Cash flows from financing activities
Net cash used for financing activities in 2010 was EUR 96
million. Philips shareholders were paid EUR 650 million in
the form of a dividend of which cash dividend amounted to
EUR 296 million. The net impact of changes in debt was an
increase of EUR 135 million, including a EUR 214
million increase from finance lease and bank loans,
partially offset by repayments on short-term debts and
other long-term debt amounting to EUR 79 million.
Additionally, net cash inflows for share delivery totaled
EUR 65 million.
Net cash used for financing activities in 2009 was EUR 545
million. Philips shareholders were paid EUR 647 million in
the form of a dividend payment. The net impact of changes
in debt was an increase of EUR 60 million, including the
drawdown of a EUR 250 million loan, EUR 62
million increase from finance lease and bank loans, offset
by repayments on short-term debts and other long-term
debt amounting to EUR 252 million. Additionally, net cash
inflows for share delivery totaled EUR 29 million.
Cash flows from discontinued operations
During 2010 and 2009 there was no cash used for
discontinued operations.
Financing
The
condensed consolidated balance sheet for the years
2010 and 2009 is presented below:
|
|
|
|
|
|
|
|
|
Condensed consolidated balance sheet
information |
|
|
|
|
|
|
|
in millions of euros |
|
2009 |
|
|
2010 |
|
Intangible assets |
|
|
11,523 |
|
|
|
12,233 |
|
Property, plant and equipment |
|
|
3,252 |
|
|
|
3,265 |
|
Inventories |
|
|
2,913 |
|
|
|
3,865 |
|
Receivables |
|
|
7,188 |
|
|
|
6,296 |
|
Accounts payable and other liabilities |
|
|
(9,166 |
) |
|
|
(10,180 |
) |
Provisions |
|
|
(2,450 |
) |
|
|
(2,339 |
) |
Other
non-current financial assets |
|
|
984 |
|
|
|
596 |
|
Investments in associates |
|
|
281 |
|
|
|
181 |
|
|
|
|
|
|
|
|
|
|
|
14,525 |
|
|
|
13,917 |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
4,386 |
|
|
|
5,833 |
|
Debt |
|
|
(4,267 |
) |
|
|
(4,658 |
) |
|
|
|
|
|
|
|
Net cash (debt) |
|
|
119 |
|
|
|
1,175 |
|
Non-controlling interests |
|
|
(49 |
) |
|
|
(46 |
) |
Shareholders equity |
|
|
(14,595 |
) |
|
|
(15,046 |
) |
|
|
|
|
|
|
|
|
|
|
(14,525 |
) |
|
|
(13,917 |
) |
|
Cash and cash equivalents
In 2010, cash and cash equivalents increased by EUR 1,447
million to EUR 5,833 million at year-end. Cash inflow from
operations amounted to EUR 2,156 million, a total
outflow on net capital expenditure of EUR 823 million,
and there was EUR 385 million proceeds from
divestments including EUR 268 million from the sale of
stakes. This was partly offset by an outflow of
EUR 296 million related to the cash dividend payout,
EUR 239 million for acquisitions and favorable currency
translation effects of EUR 89 million.
In 2009, cash and cash equivalents increased by EUR 766
million to EUR 4,386 million at year-end. Cash inflow from
operations amounted to EUR 1,545 million, and there was
EUR 802 million proceeds from divestments including
EUR 718 million from the sale of stakes. This was partly
offset by an outflow of EUR 647 million related to the
annual dividend, EUR 300 million for acquisitions and small
unfavorable currency translation effects of EUR 15 million.
Debt position
Total debt outstanding at the end of 2010 was EUR 4,658
million, compared with EUR 4,267 million at the end of
2009.
46
|
|
|
|
|
|
|
|
|
Changes in debt |
|
|
|
|
|
|
|
in millions of euros |
|
2009 |
|
|
2010 |
|
New borrowings |
|
|
(312 |
) |
|
|
(214 |
) |
Repayments |
|
|
252 |
|
|
|
79 |
|
Consolidation and currency effects |
|
|
(19 |
) |
|
|
(256 |
) |
|
|
|
|
|
|
|
Total changes in debt |
|
|
(79 |
) |
|
|
(391 |
) |
|
In 2010, total debt increased by EUR 391 million. The
increase in borrowings including finance leases was EUR
214 million. Repayments under finance leases amounted
to EUR 50 million, while EUR 29 million was used to
reduce other long-term debt. Other changes resulting
from consolidation and currency effects led to an increase
of EUR 256 million.
In 2009, total debt increased by EUR 79 million. In January,
Philips drew upon a EUR 250 million bank loan. The
increase in other borrowings including finance leases was
EUR 62 million. Repayments under finance leases
amounted to EUR 42 million, while EUR 9 million was
used to reduce other long-term debt. Furthermore Philips
repaid short-term debt of EUR 201 million. Other changes
resulting from consolidation and currency effects led to an
increase of EUR 19 million.
Long-term debt as a proportion of the total debt stood at
60% at the end of 2010 with an average remaining term of
10.8 years, compared to 85% at the end of 2009.
Net debt to group equity
Philips ended 2010 in a net cash position (cash and cash
equivalents, net of debt) of EUR 1,175 million, compared
to a net cash position of EUR 119 million at the end of
2009.
|
|
|
|
|
|
|
|
|
Net debt (cash) to group equity1) |
|
|
|
|
|
|
|
in billions of euros |
|
2009 |
|
|
2010 |
|
Net debt (cash) |
|
|
(0.1 |
) |
|
|
(1.2 |
) |
Group equity2) |
|
|
14.6 |
|
|
|
15.1 |
|
Ratio |
|
|
(1):101 |
|
|
|
(8):108 |
|
|
|
|
|
1) |
|
See Reconciliation of non-GAAP information in Item 5 Operating and
financial review and prospects for a reconciliation of non-GAAP measures to
the most directly comparable IFRS measure. |
|
2) |
|
Shareholders equity and non-controlling interests. |
Shareholders equity
Shareholders equity increased by EUR 451 million in 2010
to EUR 15,046 million at December 31, 2010. The
increase was mainly as a result of a EUR 630 million
improvement within total comprehensive income. The
dividend payment to shareholders in 2010 reduced equity
by EUR 304 million. The decrease was partially offset by a
EUR 111 million increase related to delivery of treasury
shares and net share-based compensation plans.
Shareholders equity declined by EUR 949 million in 2009
to EUR 14,595 million at December 31, 2009. The
decrease was mainly as a result of a EUR 404 million
reduction from total comprehensive income. The
dividend payment to shareholders in 2009 further
reduced equity by EUR 647 million. The decrease was
partially offset by a EUR 102 million increase related to
re-issuance of treasury shares and net share-based
compensation plans.
The number of outstanding common shares of Royal
Philips Electronics at December 31, 2010 was 947 million
(2009: 927 million).
At the end of 2010, the Company held 37.7 million shares
in treasury to cover the future delivery of shares (2009:
43.1 million shares). This was in connection with the 54.9
million rights outstanding at the end of 2010 (2009: 62.1
million rights) under the Companys long-term incentive
plan and convertible personnel debentures. At the end of
2010, the Company held 1.9 million shares for
cancellation (2009: 1.9 million shares).
Liquidity position
Including the Companys net debt (cash) position (cash
and cash equivalents, net of debt), listed available-for-sale
financial assets, listed investments in associates, as well as
its EUR1.8 billion revolving credit facility, and EUR 200
million committed undrawn bilateral loan, the Company
had access to net available liquid resources of EUR 3,445
million as of December 31, 2010, compared to EUR 2,412
million one year earlier.
|
|
|
|
|
|
|
|
|
Liquidity position |
|
|
|
|
|
|
|
in millions of euros |
|
2009 |
|
|
2010 |
|
Cash and cash equivalents |
|
|
4,386 |
|
|
|
5,833 |
|
Committed revolving credit facility/
CP program |
|
|
1,936 |
|
|
|
2,000 |
|
|
|
|
|
|
|
|
Liquidity |
|
|
6,322 |
|
|
|
7,833 |
|
Available-for-sale
financial assets at market
value |
|
|
244 |
|
|
|
270 |
|
Main listed investments in associates at
market value |
|
|
113 |
|
|
|
|
|
Short-term debt |
|
|
(627 |
) |
|
|
(1,840 |
) |
|
|
|
|
|
|
|
Long-term debt |
|
|
(3,640 |
) |
|
|
(2,818 |
) |
|
|
|
|
|
|
|
Net available liquidity resources |
|
|
2,412 |
|
|
|
3,445 |
|
|
|
|
|
|
|
|
We believe our current working capital is sufficient to
meet our present working capital requirements.
47
The fair value of the Companys available-for-sale financial
assets, based on quoted market prices at December 31,
2010, amounted to EUR 270 million. Philips disposed 9.4%
of the shareholdings in TPV technology in 2010 as the
main listed investments in associates, and reclassified the
remaining 3% shareholdings to available-for-sale financial
assets.
Philips has a EUR 1.8 billion committed revolving credit
facility due in 2015 that can be used for general corporate
purposes. In addition, Philips also has a EUR 200 million
committed undrawn bilateral loan in place that can be
drawn before April 2011. Furthermore Philips has a USD
2.5 billion commercial paper program, under which it can
issue commercial paper up to 364 days in tenor, both in
the US and in Europe, in any major freely convertible
currency. There is a panel of banks, in Europe and in the
US, which service the program. The interest is at market
rates prevailing at the time of issuance of the commercial
paper. There is no collateral requirement in the
commercial paper program. Also, there are no limitations
on Philips use of the program. As at December 31, 2010,
Philips did not have any loans outstanding under these
facilities.
As at December 31, 2010, Philips had total cash and cash
equivalents of EUR 5,833 million. Philips pools cash from
subsidiaries to the extent legally and economically feasible.
Cash not pooled remains available for local operational or
investment needs. Philips had a total gross debt position of
EUR 4,658 million at year-end 2010 within which
EUR 1,012 million bonds will mature in Q1 and Q2 2011.
Philips existing long-term debt is rated A3 (with stable
outlook) by Moodys and A- (with stable outlook) by
Standard & Poors. It is Philips objective to manage our
financial ratios to be in line with A. There is no assurance
that we will be able to achieve this goal. Ratings are subject
to change at any time. Outstanding long-term bonds and
credit facilities do not have a material adverse change
clause, financial covenants or credit-rating-related
acceleration possibilities.
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit rating summary |
|
|
|
|
|
|
|
|
|
|
|
|
Long-term |
|
|
Short-term |
|
|
Outlook |
|
Standard and Poors |
|
|
A- |
|
|
|
A-2 |
|
|
Stable |
Moodys |
|
|
A3 |
|
|
|
P-2 |
|
|
Stable |
|
Cash obligations
Contractual cash obligations
Philips has no material commitments for capital
expenditures.
On December 1, 2009, Philips entered into an
outsourcing agreement to acquire IT services from T-Systems
GmbH over a period of 5 years at a total cost of
approximately EUR 300 million. The agreement, which is
effective January 1, 2010, provides that penalties may be
charged to the Company if Philips terminates the
agreement prior to its expiration. The termination
penalties range from EUR 40 million if the agreement is
cancelled within 12 months to EUR 6 million if the
agreement is cancelled within 36 months.
Additionally, Philips has a number of commercial
agreements, such as supply agreements, which provide
that certain penalties may be charged to the Company if it
does not fulfill its commitments.
Certain Philips suppliers factor their trade receivables
from Philips with third parties through supplier finance
arrangements. At December 31, 2010 approximately EUR
330 million of the Philips accounts payables were known
to have been sold onward under such arrangements
whereby Philips confirms invoices. Philips continues to
recognize these liabilities as trade payables and will settle
the liabilities in line with the original payment terms of the
related invoices.
The estimated total purchase obligations as of December
31, 2010, amount to EUR 365 million. This amount can be
split in EUR 324 million with a payment due in less than 1
year, EUR 17 million due in 1-3 years, EUR 6 million due in
3-5 years and EUR 18 million due in more than 5 years.
As part of the recovery plan for the UK pension fund,
Philips Electronics UK has committed to a contingent cash
contribution scheme as a back-up for liability savings to
the UK fund to be realized through a member choice
program. If this member choice program fails to deliver
part or all of the expected liability savings with a net
present value of GBP 250 million, Philips Electronics UK
will pay cash contributions into the UK pension fund to
make up for the difference during the years 2015 and
2022. No cash (further) payments will be made under the
scheme when the UK pension fund is fully funded.
Other cash commitments
The Company and its subsidiaries sponsor pension plans
in many countries in accordance with legal requirements,
customs and the local situation in the countries involved.
48
Additionally, certain postretirement benefits are provided
in certain countries. The Company is reviewing the future
funding of the existing regulatory deficits in pension plans
in the US and UK. For a discussion of the plans and
expected cash outflows, reference is made to note
28 Pensions and other postretirement benefits to
the Group financial statements on pages 182 through 187
of the 2010 Annual Report incorporated herein
by reference.
The company had EUR 226 million restructuring-related
provisions by the end of 2010, of which EUR 177 million is
expected to result in cash outflows in 2011. For details of
restructuring provisions and potential cash flow impact
for 2010 and further, reference is made to note 19,
entitled Provisions, to the Group financial statements
on page 178 through 179 of the 2010 Annual Report
incorporated herein by reference.
A proposal will be submitted to the General Meeting of
Shareholders to pay a dividend of EUR 0.75 per common
share (up to EUR 710 million), in cash or shares at the
option of the shareholder, against the net income for 2010
of the Company.
Guarantees
Philips policy is to provide guarantees and other letters of
support only in writing. Philips does not provide other
forms of support. At the end of 2010, the total fair value of
guarantees recognized by Philips in other non-current
liabilities was EUR 9 million. The following table outlines
the total outstanding off-balance sheet credit-related
guarantees and business-related guarantees provided by
Philips for the benefit of unconsolidated companies and
third parties as at December 31, 2009 and 2010.
The information on pages 70 and 71 under the heading
Cash obligations, note 23 Contractual obligations to
the Group financial statements on page 180 and note 33
Details of treasury risks under the heading Currency
risk to the Group financial statements on pages 196 and
197 of the 2010 Annual Report is incorporated herein by
reference.
Legal reserves
For information on legal or economic restrictions on the
ability of affilitated companies to transfer funds to the
parent company in the form of dividends reference is
made to note 17 Shareholders equity to the Group
financial statements under the heading Limitations in the
distribution of shareholders equity on page 176 and note
33 Details of treasury risks to the Group financial
statements under the heading Liquidity risk on page 196
of the 2010 Annual Report, incorporated herein by
reference.
49
Operating results
The year 2009
In 2009, we saw continued deterioration of our markets.
Despite these challenging economic conditions, we acted
quickly and decisively to further accelerate restructuring
programs and implement cost-saving measures, while still
investing in acquisitions, marketing, and research and
development, and continuing to focus on cash flow.
Compared to 2008, IFO, adjusted IFO, Net income and
Cash flow before financing activities improved.
Group sales amounted to EUR 23,189 million in 2009, a
12% decline compared to 2008. Full-year comparable
sales were 11% below last year, which reflected sales
declines in both mature and emerging markets. However,
comparable sales improved in the second half of the year
with fourth-quarter comparable sales on par with the
same quarter in 2008.
Group sales were impacted by 17% lower comparable
sales at Consumer Lifestyle due to the severe downturn in
consumer markets and proactive portfolio pruning;
Lighting sales declined 13%, with ongoing weakness in
end-markets, particularly in the construction sector;
Healthcare proved more resilient, with a sales decline
limited to 3%, as strong growth in the emerging markets
was more than offset by declines in the US.
Despite difficult economic conditions, we continued to
make selective acquisitions of high-margin, high-growth
businesses in 2009, adding eight companies to our
portfolio, benefiting all three operating sectors and
resulting in a cash outflow of EUR 294 million.
Additionally, we divested the non-core businesses of
Monitors and FIMI (medical display units).
We sold our remaining stake in LG Display and Pace
Micro Technology, generating EUR 704 million cash
proceeds and a gain of EUR 117 million. The economic
downturn resulted in a EUR 48 million non-cash
impairment charge for NXP. However, following the
recovery of the TPV Technology share price in 2009, the
accumulated non-cash impairment charge recognized in
2008 was reversed by an amount of EUR 55 million.
IFO included EUR 450 million of restructuring charges and
related asset impairments, EUR 101 million of acquisition-related
charges, and EUR 48 million of product recall
charges at Consumer Lifestyle, partly offset by a EUR 134
million curtailment gain for retiree medical benefit plans, a
EUR 103 million tax benefit mainly related to a deferred
tax asset in Lumileds, previously not recognized, and EUR
57 million net insurance recoveries.
Despite lower sales, adjusted IFO improved from EUR
744 million in 2008 to EUR 1,050 million in 2009. The
increase was driven by fixed cost reductions, lower
restructuring and acquisition-related charges, portfolio
changes and strict cost control.
We generated cash flows from operating activities of EUR
1,545 million, or 6.7% of sales, as we continued our focus
on stringent working capital management.
|
|
|
|
|
|
|
|
|
Key data |
|
|
|
|
|
|
|
in millions of euros unless otherwise stated |
|
2008 |
|
|
2009 |
|
Sales |
|
|
26,385 |
|
|
|
23,189 |
|
Income from operations (IFO) |
|
|
54 |
|
|
|
614 |
|
as a % of sales |
|
|
0.2 |
|
|
|
2.6 |
|
Adjusted Income from operations (adjusted
IFO)1) |
|
|
744 |
|
|
|
1,050 |
|
as a % of sales |
|
|
2.8 |
|
|
|
4.5 |
|
Financial income and expenses |
|
|
88 |
|
|
|
(166 |
) |
Income tax expense |
|
|
(256 |
) |
|
|
(100 |
) |
Results of investments in associates |
|
|
19 |
|
|
|
76 |
|
|
|
|
|
|
|
|
Income (loss) from continuing operations |
|
|
(95 |
) |
|
|
424 |
|
Income (loss) from discontinued operations |
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
|
(92 |
) |
|
|
424 |
|
|
|
|
|
|
|
|
|
|
Net income (loss): |
|
|
|
|
|
|
|
|
Per common share basic |
|
|
(0.09 |
) |
|
|
0.46 |
|
Per common share diluted |
|
|
(0.09 |
) |
|
|
0.46 |
|
|
|
|
|
|
|
|
|
|
Net operating capital (NOC)1) |
|
|
14,069 |
|
|
|
12,649 |
|
Cash flows before financing activities1) |
|
|
(1,606 |
) |
|
|
1,326 |
|
Employees (FTEs) |
|
|
121,398 |
|
|
|
115,924 |
|
|
|
|
|
1) |
|
See Reconciliation of non-GAAP information in Item 5 Operating and
financial review and prospects for a reconciliation of non-GAAP measures to
the most directly comparable IFRS measure. |
50
Performance of the Group
Sales
In percentage terms, the composition of sales growth in
2009, compared to 2008, is presented in the table below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales growth composition 2009 versus 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
in % |
|
comparable |
|
|
currency |
|
|
consolidation |
|
|
nominal |
|
|
|
growth1) |
|
|
effects |
|
|
changes |
|
|
growth |
|
Healthcare |
|
|
(2.7 |
) |
|
|
2.6 |
|
|
|
2.6 |
|
|
|
2.5 |
|
Consumer Lifestyle |
|
|
(16.5 |
) |
|
|
(0.7 |
) |
|
|
(5.0 |
) |
|
|
(22.2 |
) |
Lighting |
|
|
(12.6 |
) |
|
|
1.0 |
|
|
|
0.5 |
|
|
|
(11.1 |
) |
GM&S |
|
|
(30.2 |
) |
|
|
(0.1 |
) |
|
|
(0.2 |
) |
|
|
(30.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Philips Group |
|
|
(11.4 |
) |
|
|
0.7 |
|
|
|
(1.4 |
) |
|
|
(12.1 |
) |
|
|
|
|
1) |
|
See Reconciliation of non-GAAP information in Item 5 Operating and
financial review and prospects for a reconciliation of non-GAAP measures to
the most directly comparable IFRS measure. |
Group sales amounted to EUR 23,189 million in 2009, a
12% decline compared to 2008. Adjusted for a favorable
1% currency effect and an unfavorable impact of portfolio
changes, comparable sales were 11% below 2008. The
decline in comparable sales was largely attributable to the
challenging economic environment, particularly in the
consumer markets and in North America.
Consumer Lifestyle reported a 17% comparable sales
decline largely due to weakened consumer markets,
visible in both mature and emerging markets, and selective
portfolio pruning, mainly the exit of certain markets and
products, such as DVD recorders. Comparable sales
declines were seen in all businesses except Health &
Wellness.
Sales at Lighting were 13% lower than in 2008, impacted
by weakness in the commercial construction environment
and automotive market. This resulted in year-on-year
declines in all businesses.
Healthcare sales declined 3% on a comparable basis,
largely impacted by the economic recession and the
uncertainty around healthcare reform in the US. Lower
sales were visible at Patient Care & Clinical Informatics
and Imaging Systems, partly offset by moderate growth at
Customer Services and Home Healthcare Solutions.
Earnings
The following overview below shows sales, IFO and
adjusted IFO according to the 2009 sector classifications.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales, IFO and adjusted IFO 2009 |
|
|
|
|
|
|
|
|
|
|
|
in millions of euros unless otherwise stated |
|
as a % of |
|
|
|
adjusted |
|
|
|
as a % of |
|
|
|
sales |
|
|
IFO |
|
|
sales |
|
|
IFO1) |
|
|
sales |
|
Healthcare |
|
|
7,839 |
|
|
|
591 |
|
|
|
7.5 |
|
|
|
848 |
|
|
|
10.8 |
|
Consumer Lifestyle |
|
|
8,467 |
|
|
|
321 |
|
|
|
3.8 |
|
|
|
339 |
|
|
|
4.0 |
|
Lighting |
|
|
6,546 |
|
|
|
(16 |
) |
|
|
(0.2 |
) |
|
|
145 |
|
|
|
2.2 |
|
Group Management
& Services |
|
|
337 |
|
|
|
(282 |
) |
|
|
|
|
|
|
(282 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Philips Group |
|
|
23,189 |
|
|
|
614 |
|
|
|
2.6 |
|
|
|
1,050 |
|
|
|
4.5 |
|
|
|
|
|
1) |
|
See Reconciliation of non-GAAP information in Item 5 Operating and
financial review and prospects for reconciliation of non-GAAP measures to the
most directly comparable IFRS measure. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales, IFO and adjusted IFO 2008 |
|
|
|
|
|
|
|
|
|
|
|
in millions of euros unless otherwise stated |
|
as a % of |
|
|
|
adjusted |
|
|
|
as a % of |
|
|
|
sales |
|
|
IFO |
|
|
sales |
|
|
IFO1) |
|
|
sales |
|
|
Healthcare |
|
|
7,649 |
|
|
|
621 |
|
|
|
8.1 |
|
|
|
839 |
|
|
|
11.0 |
|
Consumer Lifestyle |
|
|
10,889 |
|
|
|
110 |
|
|
|
1.0 |
|
|
|
126 |
|
|
|
1.2 |
|
Lighting |
|
|
7,362 |
|
|
|
24 |
|
|
|
0.3 |
|
|
|
480 |
|
|
|
6.5 |
|
Group
Management
& Services |
|
|
485 |
|
|
|
(701 |
) |
|
|
|
|
|
|
(701 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Philips Group |
|
|
26,385 |
|
|
|
54 |
|
|
|
0.2 |
|
|
|
744 |
|
|
|
2.8 |
|
|
|
|
|
1) |
|
See Reconciliation of non-GAAP information in Item 5 Operating and
financial review and prospects for reconciliation of non-GAAP measures to the
most directly comparable IFRS measure. |
In 2009, Philips gross margin was EUR 8,079 million, or
34.8% of sales, compared to EUR 8,447 million, or 32.0%
of sales, in 2008. Gross margin in 2009 included
restructuring and acquisition-related charges of EUR 268
million and net asbestos-related recoveries of EUR 57
million. 2008 included EUR 360 million restructuring and
acquisition-related charges and EUR 264 million of
asbestos-related settlement charges. The improvement in
2009 was mainly driven by higher margins at Consumer
Lifestyle, partly offset by declines at Lighting and
Healthcare.
Selling expenses decreased from EUR 5,518 million in
2008 to EUR 5,159 million in 2009. 2008 included EUR
215 million of restructuring and acquisition-related
charges, compared to EUR 185 million in 2009. In relation
to sales, selling expenses increased from 20.9% to 22.2%,
largely due to lower sales levels. This percentage increase
was mainly due to higher costs relative to sales at
Consumer Lifestyle and Lighting, partly offset by
Healthcare.
General and administrative expenses (G&A expenses)
amounted to EUR 734 million, a decrease of EUR 238
million compared to 2008, mainly due to a EUR 134
51
million curtailment gain for retiree medical benefit plans
and lower restructuring charges in 2009. As a percentage
of sales, G&A expenses decreased from 3.7% in 2008 to
3.2%, driven by the aforementioned items and lower costs
in relation to sales at Consumer Lifestyle and Healthcare,
partly offset by Lighting.
Research and development costs declined from EUR
1,777 million in 2008 to EUR 1,631 million in 2009. 2008
included EUR 40 million of restructuring charges,
compared to EUR 73 million in 2009. The decline in
research and development spend was largely driven by the
lower costs at Consumer Lifestyle, partly offset by higher
costs at Healthcare and Lighting. As a percentage of sales,
research and development costs increased from 6.7% to
7.0%, largely due to Lighting.
In 2009, IFO increased by EUR 560 million compared to
2008, to EUR 614 million, or 2.6% of sales. 2009 included
EUR 450 million of restructuring charges, EUR 101 million
of acquisition-related charges, and a EUR 134 million gain
related to curtailment for retiree medical benefit plans.
IFO in 2008 included a EUR 301 million non-cash goodwill
impairment charge mainly related to Lumileds. IFO and
adjusted IFO in 2008 were both impacted by a EUR 264
million asbestos-related settlement charge, EUR 541
million of restructuring charges and EUR 131 million of
acquisition-related charges.
Amortization of intangibles, excluding software and
capitalized product development, amounted to EUR 436
million, an increase of EUR 47 million compared with EUR
389 million in 2008.
Adjusted IFO increased from EUR 744 million in 2008 to
EUR 1,050 million in 2009. Lower adjusted IFO at Lighting
was offset by improved earnings at Consumer Lifestyle,
GM&S and Healthcare. As a percentage of sales, adjusted
IFO increased from 2.8% in 2008 to 4.5% in 2009.
Healthcare
Healthcares adjusted IFO of EUR 848 million was EUR 9
million higher than in 2008 and included EUR 42 million of
restructuring charges and EUR 64 million of acquisition-related
charges. Adjusted IFO in 2008 included EUR 63
million of restructuring charges, EUR 90 million of
acquisition-related charges and a EUR 45 million gain on
the sale of Philips Speech Recognition Services. As a
percentage of sales, adjusted IFO declined from 11.0% in
2008 to 10.8% in 2009.
Consumer Lifestyle
Consumer Lifestyles adjusted IFO increased from EUR
126 million in 2008 to EUR 339 million in 2009, mainly as
result of lower non-manufacturing cost. The impact of
lower sales on profitability was largely offset by an
improved gross margin percentage in most businesses,
notably Television, mainly driven by the divestment of
Television in North America and a higher Ambilight share
of sales. Adjusted IFO in 2008 included EUR 198 million of
restructuring charges and a EUR 42 million gain on the sale
of the Set-Top Boxes activity. 2009 was impacted by EUR
120 million of restructuring charges, EUR 48 million of
product recall-related charges and EUR 16 million of
acquisition-related charges. Adjusted IFO as a percentage
of sales improved from 1.2% in 2008 to 4.0%, driven
primarily by portfolio management and cost control.
Lighting
Lightings adjusted IFO declined from EUR 480 million in
2008 to EUR 145 million. Adjusted IFO in 2008 included
EUR 245 million of restructuring charges and EUR 41
million of acquisition-related and other charges. Adjusted
IFO in 2009 was impacted by EUR 225 million of
restructuring charges and EUR 22 million of acquisition-related
charges. As a percentage of sales, adjusted IFO
declined from 6.5% in 2008 to 2.2% due to lower sales and
margin pressures in most businesses.
Group Management & Services
The adjusted IFO loss at Group Management & Services
was EUR 282 million in 2009, compared to a loss of EUR
701 million in 2008. Adjusted IFO in 2008 included a EUR
264 million asbestos-related settlement charge, whereas
2009 was mainly impacted by a EUR 134 million gain
related to curtailment for retiree medical benefit plans
and EUR 57 million of net asbestos-related recoveries.
Restructuring charges at Group Management & Services
in 2009 amounted to EUR 63 million.
Pensions
The net periodic pension costs of defined-benefit pension
plans amounted to a cost of EUR 3 million in 2009
compared to EUR 21 million credit in 2008, due to lower
expected returns on lower assets in 2009. The defined-contribution
pension cost amounted to EUR 107 million,
EUR 11 million higher than in 2008, mainly due to a gradual
shift from defined-benefit to defined-contribution
pension plans. 2009 included a curtailment gain for retiree
medical benefit plans of EUR 134 million. These
curtailment gains were the result of changes in the benefit
level and the scope of eligible participants of a retiree
medical plan, which became effective and irreversible in
2009.
52
For further information, reference is made
to note 28 Pensions and other postretirement
benefits to the Group financial statements on
pages 182 through 187 of the 2010 Annual Report
incorporated herein by reference.
Restructuring and impairment charges
In 2009, IFO included net charges totaling
EUR 450 million for restructuring and related
asset impairments. 2008 included EUR 541 million of
restructuring and related asset impairment charges.
In addition to the annual goodwill impairment tests for
Philips, due to the economic circumstances trigger-based
impairment tests were performed during the year,
resulting in no goodwill impairments. For further
information on sensitivity analysis, please refer to note 8
Goodwill to the Group financial statements on pages
172 and 173 of the 2010 Annual Report incorporated
herein by reference. In 2008 there were EUR 301 million of
non-cash goodwill impairment charges, mainly related to
Lumileds.
|
|
|
|
|
|
|
|
|
Restructuring and related charges |
|
|
|
|
|
|
in millions of euros |
|
2008 |
|
|
2009 |
|
Restructuring charges per sector: |
|
|
|
|
|
|
|
|
Healthcare |
|
|
63 |
|
|
|
42 |
|
Consumer Lifestyle |
|
|
198 |
|
|
|
120 |
|
Lighting |
|
|
245 |
|
|
|
225 |
|
GM&S |
|
|
35 |
|
|
|
63 |
|
|
|
|
|
|
|
|
|
|
|
541 |
|
|
|
450 |
|
|
|
|
|
|
|
|
|
Cost breakdown of restructuring charges: |
|
|
|
|
|
|
|
|
Personnel lay-off costs |
|
|
374 |
|
|
|
399 |
|
Release of provision |
|
|
(2 |
) |
|
|
(81 |
) |
Restructuring-related asset impairment |
|
|
116 |
|
|
|
84 |
|
Other restructuring-related costs |
|
|
53 |
|
|
|
48 |
1) |
|
|
|
|
|
|
|
|
|
|
541 |
|
|
|
450 |
|
|
|
|
|
1) |
|
Includes EUR 22 million of costs which were expensed as incurred |
The most significant restructuring projects in
2009 related to Lighting and Consumer Lifestyle.
Restructuring projects at Lighting centered on
Lamps. The largest restructuring projects were in
the Netherlands, Belgium, Poland and various locations in the
US. Consumer Lifestyle restructuring projects
focused on Television (primarily in Belgium and France),
Accessories (mainly Technology & Development in the
Netherlands) and Domestic Appliances (mainly
Singapore and China). Healthcare initiated various
restructuring projects aimed at reduction of the fixed
cost structure, mainly impacting Imaging Systems (the Netherlands), Home Healthcare
Solutions and Patient Care & Clinical Informatics
(various locations in the US).
Other restructuring projects focused on reducing the
fixed cost structure of Corporate Technologies, Philips
Information Technology, Philips Design, and Corporate
Overheads within Group Management & Services.
In 2009, restructuring provisions of EUR 81 million were released, mainly as a result of
placing employees in different positions within the company and the release of a restructuring
provision in conjunction with the sale of Hoffmeister (Lighting).
In 2008, the most significant restructuring projects related to Lighting, Consumer
Lifestyle and Healthcare. Restructuring projects at Lighting mainly centered on Lamps
(principally North America, Netherlands, Belgium, and Poland), Professional Luminaires (notably
Germany), Automotive (mainly Korea and Germany) and Lighting Electronics (primarily the
Netherlands).
Consumer Lifestyle restructuring projects in 2008
concentrated on the integration of the former Domestic
Appliances and Consumer Electronics businesses, the exit
of Television from North America, restructuring of the
Television operation in Juarez (Mexico) and restructuring
charges taken to re-align the European industrial
footprint. Healthcare restructuring costs spanned many
locations, including sites in Hamburg (Germany), Helsinki
(Finland) and Andover (US).
Reference is made to note 19 Provisions, under the
heading Restructuring-related provisions to the Group
financial statements on pages 178 and 179 of the 2010
Annual Report incorporated herein by reference. For further
information on impairment please refer to the information
under the heading Impairment of non-financial assets
in section Critical accounting policies on pages 67
through 69.
Financial income and expenses
A breakdown of the Financial income and expenses
is shown in the table below.
53
|
|
|
|
|
|
|
|
|
Financial income and expenses |
|
|
|
|
|
|
in millions of euros |
|
2008 |
|
|
2009 |
|
Interest expense (net) |
|
|
(105 |
) |
|
|
(252 |
) |
Sale of securities |
|
|
1,406 |
|
|
|
126 |
|
Value adjustments on securities |
|
|
(1,148 |
) |
|
|
(58 |
) |
Other |
|
|
(65 |
) |
|
|
18 |
|
|
|
|
|
|
|
|
|
|
|
88 |
|
|
|
(166 |
) |
|
Financial income and expenses in 2009
amounted to a loss of EUR 166 million, as
compared to a gain of EUR 88 million in 2008. This was
mainly a result of increased net interest expenses and lower
gains on the sale of securities, partially offset
by a smaller loss from the value adjustments of
securities and other financial income of EUR 18 million in
2009 versus other financial expenses of EUR 65
million in 2008.
The net interest expense in 2009 was EUR 147 million
higher than in 2008, as a result of lower interest income due
to lower interest rates applied to an average lower liquid
asset position of the Group and higher interest costs
associated with hedging.
Income from the sale of securities consists of:
|
|
|
|
|
|
|
|
|
Sale of securities |
|
|
|
|
|
|
in millions of euros |
|
2008 |
|
|
2009 |
|
Income from the sale of securities: |
|
|
|
|
|
|
|
|
Gain on sale of TSMC shares |
|
|
1,205 |
|
|
|
|
|
Gain on sale of LG Display shares |
|
|
158 |
|
|
|
69 |
|
Gain on sale of D&M shares |
|
|
20 |
|
|
|
|
|
Gain on sale of Pace shares |
|
|
|
|
|
|
48 |
|
Others |
|
|
23 |
|
|
|
9 |
|
|
|
|
|
|
|
|
|
|
|
1,406 |
|
|
|
126 |
|
|
In 2009, income from the sale of securities totaled
EUR 126 million. This included a EUR 69 million
gain from the sale of remaining shares in LG
Display, and a EUR 48 million gain from the sale of
remaining shares in Pace Micro Technology. 2008 included a
gain of EUR 1,406 million, mainly on the sale of
shares in TSMC, LG Display and D&M. 2008 also included EUR
23 million dividend from TSMC.
|
|
|
|
|
|
|
|
|
Value adjustments on securities |
|
|
|
|
|
|
in millions of euros |
|
2008 |
|
|
2009 |
|
NXP |
|
|
(599 |
) |
|
|
(48 |
) |
LG Display |
|
|
(448 |
) |
|
|
|
|
TPO Display |
|
|
(71 |
) |
|
|
|
|
Pace Micro Technology |
|
|
(30 |
) |
|
|
|
|
Prime Technology |
|
|
|
|
|
|
(6 |
) |
Other |
|
|
|
|
|
|
(4 |
) |
|
|
|
|
|
|
|
|
|
|
(1,148 |
) |
|
|
(58 |
) |
|
2009 was impacted by impairment charges amounting to EUR 58 million, mainly from
shareholdings in NXP. This compared to EUR 1,148 million non-cash impairment losses at NXP, LG
Display, and Pace Micro Technology in 2008.
Other
financial income in 2009 primarily consisted of a EUR 19 million gain related to the
revaluation of the convertible bonds received from TPV Technology and CBAY, and dividend income
totaling EUR 16 million, EUR 12 million of which related to holdings in LG Display.
Other financial expenses included EUR 15 million
accretion expenses mainly associated with discounted
asbestos provisions. Other financial income and
expenses in 2008 included a EUR 37 million loss
related to the revaluation of the TPV Technology
convertible bond.
For further information, refer to note 2 Financial
income and expenses to the Group financial
statements on page 162 of the 2010 Annual Report, which is
incorporated herein by reference.
Income taxes
Income taxes amounted to EUR 100 million,
compared to EUR 256 million in 2008.
The tax burden in 2009 corresponded to an effective tax rate of 22.3% on pre-tax income,
compared to 180% in 2008. The 2009 effective tax rate was impacted by EUR 103 million of net tax
benefits, mainly the recognition of a deferred tax asset for Lumileds previously not
recognized, various non-deductible value adjustments, and a number of tax settlements. The 2008
effective tax rate was affected by non-deductible impairment and value adjustments, increased
valuation allowances, higher provisions for uncertain tax positions and foreign withholding taxes
for which a credit could not be realized.
These were partially offset by non-taxable gains resulting from the sale of securities.
54
Reference is made to note 3 Income taxes
to the Group financial statements on pages
162 through 166 of the 2010 Annual Report,
which is incorporated herein by reference.
Results of investments in associates
The results related to investments in
associates increased from EUR 19 million in 2008
to EUR 76 million in 2009.
|
|
|
|
|
|
|
|
|
Results of investments in associates |
|
|
|
|
|
|
in millions of euros |
|
2008 |
|
|
2009 |
|
Companys participation in income (loss) |
|
|
81 |
|
|
|
23 |
|
Results on sale of shares |
|
|
(2 |
) |
|
|
|
|
Gains arising from dilution effects |
|
|
12 |
|
|
|
|
|
(Reversal of) investment impairment and
guarantee charges |
|
|
(72 |
) |
|
|
53 |
|
|
|
|
|
|
|
|
|
|
|
19 |
|
|
|
76 |
|
|
Following recovery of the TPV share price in 2009,
the accumulated value adjustment of the shareholding in TPV
recognized in 2008 was reversed by EUR 55 million. The
companys participation in income of EUR 23 million was
mainly attributable to results on Intertrust.
During 2008, as a result of the reduction in both the
Philips shareholding and the number of Philips board
members, LG Display was accounted for as an
available-for-sale financial asset and no longer as an
investment in associates.
For further information, refer to note 4 Investments in
associates to the Group financial statements on
pages 166 through 167 of the 2010 Annual Report, which
is incorporated herein by reference.
Non-controlling interests
The share of non-controlling interests in the net income
of the Group amounted to EUR 14 million in 2009. In
2008, a EUR 1 million net loss was attributable to non-controlling interests.
Discontinued operations
The results from discontinued operations in 2008
included a EUR 10 million net gain on the results of
MedQuist and a net loss of EUR 7 million on the sales of
Semiconductors. In 2009 there were no results from
discontinued operations.
For further information, refer to note 5 Discontinued
operations to the Group financial statements on page
167 of the 2010 Annual Report, which is incorporated
herein by reference.
Net income
Income from continuing operations increased from
a loss of EUR 95 million in 2008 to a profit of
EUR 424 million. The improvement was largely driven by EUR 560 million higher IFO, EUR 57 million higher earnings
from investments in associates and lower income tax expense, partly offset by higher costs in Financial
income and expenses.
Net income for the Group including discontinued
operations amounted to a profit of EUR 424 million, or
EUR 0.46 per common share, in 2009, compared to a
loss of EUR 92 million, or 0.09 per common share,
in 2008.
Performance by sector
Healthcare
|
|
|
|
|
|
|
|
|
Key data |
|
|
|
|
|
|
in millions of euros unless otherwise stated |
|
2008 |
|
|
2009 |
|
Sales |
|
|
7,649 |
|
|
|
7,839 |
|
Sales growth |
|
|
|
|
|
|
|
|
% increase, nominal |
|
|
15 |
|
|
|
2 |
|
% increase, comparable1) |
|
|
6 |
|
|
|
(3 |
) |
Adjusted IFO1) |
|
|
839 |
|
|
|
848 |
|
as a % of sales |
|
|
11.0 |
|
|
|
10.8 |
|
IFO |
|
|
621 |
|
|
|
591 |
|
as a % of sales |
|
|
8.1 |
|
|
|
7.5 |
|
Net operating capital (NOC)1) |
|
|
8,785 |
|
|
|
8,434 |
|
Cash flows before financing activities1,2) |
|
|
(2,478 |
) |
|
|
889 |
|
|
|
|
|
|
|
|
Employees (FTEs) |
|
|
35,551 |
|
|
|
34,296 |
|
|
|
|
|
1) |
|
See Reconciliation of non-GAAP
information in Item 5 Operating and financial review and prospects
for reconciliation of non-GAAP measures to the most directly comparable
IFRS measure. |
|
2) |
|
Prior period amounts have been revised to reflect an adjusted sector allocation. |
|
|
|
|
|
|
|
|
|
Sales per market cluster |
|
|
|
|
|
|
in millions of euros |
|
2008 |
|
|
2009 |
|
Western Europe |
|
|
1,961 |
|
|
|
1,941 |
|
North America |
|
|
3,747 |
|
|
|
3,685 |
|
Other mature markets |
|
|
670 |
|
|
|
763 |
|
|
|
|
|
|
|
|
Total mature markets |
|
|
6,378 |
|
|
|
6,389 |
|
Emerging markets |
|
|
1,271 |
|
|
|
1,450 |
|
|
|
|
|
|
|
|
|
|
|
7,649 |
|
|
|
7,839 |
|
|
Sales in 2009 amounted to EUR 7,839
million, 2% higher than in 2008 on a nominal basis,
largely thanks to the contributions from
acquired companies (Respironics full-year
sales) and growth at Customer Services.
Excluding the 3% positive impact of portfolio
changes and the 3%
55
favorable
impact of currency effects, comparable sales were lower by 3%. Sales
declines were seen at Imaging Systems and Patient Care & Clinical Informatics,
while Customer Services and Home Healthcare Solutions
grew compared to 2008. Imaging Systems sales were
lower across most modalities except Computed
Tomography. Green Product sales amounted to EUR
1,791 million in 2009, up from EUR 1,527 million in
2008, representing 23% of sector sales.
Geographically,
mature market sales were broadly in line
with 2008. Emerging markets showed double-digit
comparable sales growth, driven by all businesses. This growth was attributable to Central and Eastern Europe,
India, the Middle East and China.
Adjusted
IFO amounted to EUR 848 million, or 10.8% of
sales, in line with 2008 earnings of EUR 839 million. 2009 was
impacted by EUR 42 million of restructuring charges and
EUR 64 million of acquisition-related charges.
Earnings in 2008 included EUR 63 million of
restructuring charges and EUR 90 million
acquisition-related charges, which were partly offset by a
EUR 45 million gain on the sale of Philips Speech
Recognition Systems. Adjusted IFO was driven by additional
income from Customer Services and Home Healthcare
Solutions, offsetting lower earnings at Patient
Care & Clinical Informatics. Despite lower sales,
Imaging Systems earnings were broadly in line with 2008 as
result of strict cost management in the second part of the
year.
Compared
to 2008, IFO declined by EUR 30 million to
EUR 591 million.
Cash flow
before financing activities totaled EUR 889
million, an increase of EUR 3,367 million compared with
2008. Last year included net payments totaling
EUR 3,456 million, mainly for the acquisitions of
Respironics, VISICU, TOMCAT, Dixtal Biomédica,
Shenzhen Goldway, Medel and Alpha X-Ray
Technologies.
Consumer Lifestyle
|
|
|
|
|
|
|
|
|
Key data |
|
|
|
|
|
|
in millions of euros unless otherwise stated |
|
2008 |
|
|
2009 |
|
Sales |
|
|
10,889 |
|
|
|
8,467 |
|
of which Television |
|
|
4,724 |
|
|
|
3,122 |
|
Sales growth |
|
|
|
|
|
|
|
|
% increase (decrease), nominal |
|
|
(17 |
) |
|
|
(22 |
) |
% increase (decrease), comparable1) |
|
|
(9 |
) |
|
|
(17 |
) |
Sales growth excl. Television |
|
|
|
|
|
|
|
|
% increase (decrease), nominal |
|
|
(13 |
) |
|
|
(13 |
) |
% increase (decrease), comparable 1) |
|
|
(6 |
) |
|
|
(12 |
) |
Adjusted IFO1) |
|
|
126 |
|
|
|
339 |
|
of which Television |
|
|
(436 |
) |
|
|
(179 |
) |
as a % of sales |
|
|
1.2 |
|
|
|
4.0 |
|
IFO |
|
|
110 |
|
|
|
321 |
|
of which Television |
|
|
(436 |
) |
|
|
(179 |
) |
as a % of sales |
|
|
1.0 |
|
|
|
3.8 |
|
Net operating capital (NOC)1) |
|
|
798 |
|
|
|
625 |
|
of which Television |
|
|
(238 |
) |
|
|
(386 |
) |
Cash flows before financing activities1,2) |
|
|
238 |
|
|
|
598 |
|
of which Television |
|
|
(487 |
) |
|
|
(16 |
) |
Employees (FTEs) |
|
|
17,145 |
|
|
|
18,389 |
|
of which Television |
|
|
4,742 |
|
|
|
4,766 |
|
|
|
|
|
1) |
|
See Reconciliation of non-GAAP information in Item
5 Operating and financial
review and prospects for reconciliation of non-GAAP measures to the most directly
comparable IFRS measure. |
|
2) |
|
Prior period amounts have been revised to reflect an adjusted sector allocation. |
|
|
|
|
|
|
|
|
|
Sales per market cluster |
|
|
|
|
|
|
in millions of euros |
|
2008 |
|
|
2009 |
|
Western Europe |
|
|
4,631 |
|
|
|
3,987 |
|
North America |
|
|
1,741 |
|
|
|
1,084 |
|
Other mature markets |
|
|
287 |
|
|
|
216 |
|
|
|
|
|
|
|
|
Total mature markets |
|
|
6,659 |
|
|
|
5,287 |
|
Emerging markets |
|
|
4,230 |
|
|
|
3,180 |
|
|
|
|
|
|
|
|
|
|
|
10,889 |
|
|
|
8,467 |
|
|
In 2009, Consumer Lifestyle experienced very
challenging market conditions as a result of the
global economic recession. Sales amounted to EUR 8,467
million, a nominal decline of 22%. Adjusted for
unfavorable currency effects of 1% and portfolio changes,
mainly the divestment of Television in North America
and the sale of Set-Top Boxes in 2008 as well as the
acquisition of Saeco and sale of IT Monitors in 2009,
comparable sales declined 17%.
56
From a
geographical perspective, double-digit declines were
visible in all markets. Sales in mature markets, which
accounted for 63% of sales in 2009, fell by 15% due to
sharp declines in both North America and Western
Europe. Sales in key emerging markets suffered double-digit
declines, impacted by lower sales in China, India and Latin
America. Sales in other emerging markets were below
last years level due to lower sales in nearly all
countries. Green Product sales totaled EUR 1,915
million, a nominal increase of 30% compared to 2008,
amounting to 23% of sector sales.
Comparable
sales declines were visible in all businesses except
Health & Wellness, which achieved 4% growth. The
largest sales declines were at Television, Audio &
Video Multimedia and Accessories, which all suffered
double-digit declines. Domestic Appliances and Personal Care
were more resilient, resulting in low single-digit
sales declines.
Adjusted
IFO improved from EUR 126 million, or 1.2% of
sales, in 2008 to EUR 339 million, or 4.0% of sales,
in 2009. The improvement was driven by fixed cost
reductions, portfolio changes at Television and Audio
& Video Multimedia, cost control measures and EUR 78
million lower restructuring charges, which more than
offset the impact of the lower sales, the EUR 48 million product
recall charges and the EUR 42 million gain on the sale of
Set-Top boxes in 2008. Higher adjusted IFO was
visible in nearly all businesses, notably Television
and Accessories.
IFO
amounted to EUR 321 million, or 3.8% of sales,
which included EUR 18 million of amortization of
intangible assets, mainly in Health & Wellness and
Accessories.
Net operating capital declined by EUR 173 million,
primarily due to rigorous reduction of inventories and
improved accounts receivable management.
Cash flows before financing activities improved
from an inflow of EUR 238 million in 2008 to an inflow
of EUR 598 million. The increase was attributable to
higher earnings, higher inflows from working capital and lower
capital expenditures.
Lighting
|
|
|
|
|
|
|
|
|
Key data |
|
|
|
|
|
|
in millions of euros unless otherwise stated |
|
2008 |
|
|
2009 |
|
Sales |
|
|
7,362 |
|
|
|
6,546 |
|
Sales growth |
|
|
|
|
|
|
|
|
% increase, nominal |
|
|
16 |
|
|
|
(11 |
) |
% increase, comparable1) |
|
|
3 |
|
|
|
(13 |
) |
Adjusted IFO1) |
|
|
480 |
|
|
|
145 |
|
as a % of sales |
|
|
6.5 |
|
|
|
2.2 |
|
IFO |
|
|
24 |
|
|
|
(16 |
) |
as a % of sales |
|
|
0.3 |
|
|
|
(0.2 |
) |
Net operating capital (NOC)1) |
|
|
5,712 |
|
|
|
5,104 |
|
Cash flows before financing activities1,2) |
|
|
(1,181 |
) |
|
|
624 |
|
Employees (FTEs) |
|
|
57,367 |
|
|
|
51,653 |
|
|
|
|
|
1) |
|
See Reconciliation of
non-GAAP information in Item 5 Operating and financial review and prospects for reconciliation of non-GAAP
measures to the most directly comparable
IFRS measure. |
|
2) |
|
Prior period amounts have been revised to reflect an adjusted sector allocation. |
|
|
|
|
|
|
|
|
|
Sales per market cluster |
|
|
|
|
|
|
in millions of euros |
|
2008 |
|
|
2009 |
|
Western Europe |
|
|
2,665 |
|
|
|
2,271 |
|
North America |
|
|
2,041 |
|
|
|
1,811 |
|
Other mature markets |
|
|
276 |
|
|
|
253 |
|
|
|
|
|
|
|
|
Total mature markets |
|
|
4,982 |
|
|
|
4,335 |
|
Emerging markets |
|
|
2,380 |
|
|
|
2,211 |
|
|
|
|
|
|
|
|
|
|
|
7,362 |
|
|
|
6,546 |
|
|
Sales in 2009 amounted to EUR 6,546 million, a nominal
decline of 11% compared to 2008, impacted by weakened
automotive, construction, consumer and OEM markets.
Excluding a 1% favorable currency impact and a 1%
favorable effect of portfolio changes, comparable sales
declined 13%.
The year-on-year sales decline was visible in all
markets. In mature markets, sales were 15% below the
level of 2008 due to double-digit declines in North
America and Western Europe, particularly at
Professional Luminaires, which was impacted by weakened
construction markets. The emerging markets, which
accounted for 34% of Lighting sales compared to 32%
in 2008, declined 7% mainly due to lower sales in
Latin America and Russia, partly offset by single-digit
growth in China and India.
Sales declines were most severe at Professional
Luminaires, Lighting Electronics and Automotive lighting, which
experienced double-digit decreases. Sequential
57
improvement was seen throughout the year with
fourth-quarter comparable sales being on par with the fourth the
quarter of 2008. Green Product sales totaled EUR 3,393
million, a nominal increase of 14% compared to 2008,
amounting to 52% of sales.
Adjusted IFO amounted to EUR 145 million, which
included EUR 247 million of restructuring and
acquisition-related charges. This compared to EUR
480 million in 2008, which included EUR 285 million of
restructuring and acquisition-related charges. The
decline in adjusted IFO was largely attributable to lower sales
and gross margin.
IFO
declined from a profit of EUR 24 million in 2008 to a loss of
EUR 16 million due to lower sales. 2008 included
EUR 301 million of non-cash goodwill impairments,
mainly related to Lumileds.
Net operating capital decreased by EUR 608 million to
EUR 5.1 billion, mainly driven by improved
working capital management and lower capital
investments.
Cash flow before financing activities improved
from an outflow of EUR 1,181 million in 2008 to an inflow of EUR 624 million, reflecting the impact of
cash disbursements of EUR 1,826 million in 2008,
mainly related to the acquisition of Genlyte. Cash
inflow from working capital improved on 2008, but was
largely offset by lower earnings.
Group Management & Services
|
|
|
|
|
|
|
|
|
Key data |
|
|
|
|
|
|
in millions of euros unless otherwise stated |
|
2008 |
|
|
2009 |
|
Sales |
|
|
485 |
|
|
|
337 |
|
Sales growth |
|
|
|
|
|
|
|
|
% increase (decrease), nominal |
|
|
(34 |
) |
|
|
(31 |
) |
% increase (decrease), comparable1) |
|
|
(26 |
) |
|
|
(30 |
) |
Adjusted IFO Corporate Technologies1) |
|
|
(126 |
) |
|
|
(162 |
) |
Adjusted IFO Corporate & regional costs1) |
|
|
(234 |
) |
|
|
(174 |
) |
Adjusted IFO Pensions1) |
|
|
14 |
|
|
|
142 |
|
Adjusted IFO Services Units and other1) |
|
|
(355 |
) |
|
|
(88 |
) |
|
|
|
|
|
|
|
Adjusted IFO1) |
|
|
(701 |
) |
|
|
(282 |
) |
IFO |
|
|
(701 |
) |
|
|
(282 |
) |
Net operating capital (NOC)1) |
|
|
(1,226 |
) |
|
|
(1,514 |
) |
Cash flows before financing activities1,2) |
|
|
1,815 |
|
|
|
(785 |
) |
Employees (FTEs) |
|
|
11,335 |
|
|
|
11,586 |
|
|
|
|
|
1) |
|
See Reconciliation of
non-GAAP information in Item 5 Operating and financial
review and prospects for reconciliation
of non-GAAP measures to the most directly
comparable IFRS measure. |
|
2) |
|
Prior period amounts have been revised to reflect an adjusted sector allocation. |
In 2009, adjusted IFO amounted to a loss of EUR 282
million compared to EUR 701 million in 2008. Adjusted
IFO in 2009 included a EUR 134 million curtailment gain
for retiree medical benefit plans, EUR 57 million of
net asbestos-related recoveries, EUR 62 million of
restructuring charges and EUR 46 million of asset write-offs.
In 2008, adjusted IFO was impacted by a EUR 264 million asbestos-related settlement charge,
EUR 35 million restructuring charges, and a EUR 13 million loss on the divestment of
HTP Optics.
Adjusted IFO at Corporate Technologies was EUR 36 million
lower than in 2008, largely due to lower revenues from licenses
and higher costs in molecular healthcare.
Corporate & regional costs declined from EUR 234 million in 2008 to EUR 174 million, driven
by restructuring savings and stringent cost management.
Pensions adjusted IFO amounted to EUR 142 million
compared to EUR 14 million in 2008. The increase was
largely attributable to the EUR 134 million curtailment
gain for retiree medical benefit plans.
Adjusted IFO at Service Units and other was impacted by
a EUR 264 million asbestos-related settlement charge in
2008.
Cash flows before financing activities amounted to an
outflow of EUR 785 million in 2009 compared to an inflow of EUR 1,815 million in 2008. The decline was
largely attributable to EUR 485 million of final asbestos
payments in 2009 and cash receipts related to the sale
of shares in TSMC and LG Display in 2008.
Performance by market cluster
In 2009, sales declined 11% on a comparable basis,
impacted by the global recession, with double-digit sales
declines visible in both mature and emerging markets.
|
|
|
|
|
|
|
|
|
Sales per market cluster |
|
|
|
|
|
|
in millions of euros |
|
2008 |
|
|
2009 |
|
Western Europe |
|
|
9,518 |
|
|
|
8,389 |
|
North America |
|
|
7,577 |
|
|
|
6,609 |
|
Other mature markets |
|
|
1,269 |
|
|
|
1,260 |
|
|
|
|
|
|
|
|
Total mature markets |
|
|
18,364 |
|
|
|
16,258 |
|
Emerging markets |
|
|
8,021 |
|
|
|
6,931 |
|
|
|
|
|
|
|
|
|
|
|
26,385 |
|
|
|
23,189 |
|
|
58
The comparatively lower sales in mature markets were
the result of lower sales in all three sectors. In Western
Europe, the sharp sales decline was largely
attributable to lower sales at Consumer Lifestyle,
partly due to managed portfolio pruning, and in
Lighting. A double-digit decline was visible in North
America, with lower sales in all sectors, due to the
recession and uncertainty surrounding the pending
US Healthcare Reform Act.
Sales in emerging markets declined 11%, largely impacted by a
double-digit decline in Latin America (Consumer
Lifestyle and Lighting) and a low single-digit decline in China
as growth at Lighting and Healthcare was more than
offset by lower sales at Consumer Lifestyle. Sharp
declines were also visible in Russia, which were
partly offset by slight growth in India and the Middle East.
Liquidity and capital resources
Cash
flows provided by continuing operations
Condensed consolidated statements of cash flows
for the years ended December 31, 2008 and 2009 are
presented below:
Condensed consolidated cash flow statements
|
|
|
|
|
|
|
|
|
in millions of euros |
|
2008 |
|
|
2009 |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
Net income (loss) |
|
|
(92 |
) |
|
|
424 |
|
Adjustments to reconcile net income to net cash
provided by operating activities |
|
|
1,740 |
|
|
|
1,121 |
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
1,648 |
|
|
|
1,545 |
|
Net cash used for investing activities 1) |
|
|
(3,254 |
) |
|
|
(219 |
) |
|
|
|
|
|
|
|
Cash flows before financing activities |
|
|
(1,606 |
) |
|
|
1,326 |
|
Net cash used for financing activities |
|
|
(3,575 |
) |
|
|
(545 |
) |
|
|
|
|
|
|
|
Cash (used for) provided by continuing
operations |
|
|
(5,181 |
) |
|
|
781 |
|
Net cash (used for) discontinued operations |
|
|
(37 |
) |
|
|
|
|
Effect of changes in exchange rates on cash and
cash equivalents |
|
|
(39 |
) |
|
|
(15 |
) |
|
|
|
|
|
|
|
Total change in cash and cash equivalents |
|
|
(5,257 |
) |
|
|
766 |
|
Cash and cash equivalents at the beginning of
year |
|
|
8,877 |
|
|
|
3,620 |
|
|
|
|
|
|
|
|
Cash and cash equivalents at the end of year -
continuing operations |
|
|
3,620 |
|
|
|
4,386 |
|
|
|
|
|
1) |
|
See Reconciliation of non-GAAP information in Item 5 Operating and
financial review and prospects for a reconciliation of non-GAAP measures to
the most directly comparable IFRS measure. |
Cash flows from operating activities
Net cash from operating activities amounted to EUR
1,545 million in 2009, which was EUR 103 million lower
than the operating cash flows generated in 2008. Higher
earnings and lower working capital requirements in most
sectors were more than offset by the final asbestos
settlement payment.
Net capital expenditures
Net capital expenditures totaled EUR 682 million in 2009,
EUR 193 million lower than in 2008, mainly due to lower
investments across all sectors, notably Lighting.
Cash flows from operating activities and net capital
expenditures
|
|
|
|
|
|
|
|
|
in millions of euros |
|
2008 |
|
|
2009 |
|
Cash flows from operating activities |
|
|
1,648 |
|
|
|
1,545 |
|
Net capital expenditures |
|
|
(875 |
) |
|
|
(682 |
) |
|
Cash flows from investing activities
Cash flows from investing activities resulted in a net
outflow of EUR 219 million in 2009, due to EUR 682
million cash used for net capital expenditures, EUR 300
million used for acquisitions, and EUR 39 million outflow
related to derivatives and securities, partly offset by EUR
802 million inflows received mostly from the sale of other
non-current financial assets (mainly LG Display and Pace
Micro Technology).
2008 cash flows from investing activities resulted in a net
outflow of EUR 3,254 million, due to EUR 5,316 million
cash used for acquisitions and EUR 875 million used for
net capital expenditures, partly offset by EUR 2,600
million of inflows received mainly from the sale of other
non-current financial assets (mainly TSMC and LG
Display) and EUR 337 million inflow related to derivatives.
Acquisitions
In 2009, a total of EUR 300 million cash was used for
acquisitions, mainly for Saeco (EUR 171 million), Dynalite
(EUR 31 million) and Traxtal (EUR 18 million).
In 2008, a total of EUR 5,316 million cash was used for
acquisitions, mainly for Respironics (EUR 3,196 million),
Genlyte (EUR 1,894 million) and VISICU (EUR 198
million).
Cash flows from acquisitions, divestments and derivatives
|
|
|
|
|
|
|
|
|
in millions of euros |
|
2008 |
|
|
2009 |
|
Divestments & derivatives |
|
|
2,937 |
|
|
|
763 |
|
Acquisitions |
|
|
(5,316 |
) |
|
|
(300 |
) |
|
59
Divestments and derivatives
Cash proceeds of EUR 628 million and EUR 76 million
were received from the final sale of stakes in LG Display
and Pace Micro Technology respectively. Cash flows from
derivatives and securities led to a net cash outflow of EUR
39 million.
In 2008, cash proceeds of EUR 1,831 million and EUR 37
million were received from the final sale of stakes in TSMC
and D&M Holdings respectively. Additionally, the sale of
shares in LG Display generated EUR 670 million cash.
Cash flows from derivatives led to a net cash inflow of
EUR 337 million.
Cash flows from financing activities
Net cash used for financing activities in 2009 was EUR 545
million. Philips shareholders were paid EUR 647 million in
the form of a dividend payment. The net impact of changes
in debt was an increase of EUR 60 million, including the
drawdown of a EUR 250 million loan; EUR 62 million
increase from finance lease and bank loans, offset by
repayments on short-term debts and other long-term
debt amounting to EUR 252 million. Additionally, net cash
inflows for share delivery totaled EUR 29 million.
Net cash used for financing activities in 2008 was EUR
3,575 million. The impact of changes in debt was an
increase of EUR 380 million, including the issuance of EUR
2,053 million of bonds, offset by bond repayments
amounting to EUR 1,691 million. Also, Philips
shareholders were paid EUR 720 million in the form of a
dividend payment. Additionally, net cash outflows for
share repurchases totaled EUR 3,257 million. This
included a total of EUR 3,298 million related to the
repurchases of shares for cancellation. The cash outflows
were partially offset by a net cash inflow of EUR 41 million
due to the exercise of stock options.
Cash flows from discontinued operations
In 2008, EUR 37 million cash was used by discontinued
operations, the majority of which related to tax payments
in connection with the 2006 sale of Philips majority stake
in the Semiconductors business.
Financing
The condensed consolidated balance sheet information
for the years 2008 and 2009 is presented below:
Condensed consolidated balance sheet information
|
|
|
|
|
|
|
|
|
in millions of euros |
|
2008 |
|
|
2009 |
|
Intangible assets |
|
|
11,757 |
|
|
|
11,523 |
|
Property, plant and equipment |
|
|
3,496 |
|
|
|
3,252 |
|
Inventories |
|
|
3,491 |
|
|
|
2,913 |
|
Receivables |
|
|
7,548 |
|
|
|
7,188 |
|
Accounts payable and other liabilities |
|
|
(9,292 |
) |
|
|
(9,166 |
) |
Provisions |
|
|
(2,837 |
) |
|
|
(2,450 |
) |
Other non-current financial assets |
|
|
1,705 |
|
|
|
984 |
|
Investments in associates |
|
|
293 |
|
|
|
281 |
|
|
|
|
|
|
|
|
|
|
|
16,161 |
|
|
|
14,525 |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
3,620 |
|
|
|
4,386 |
|
Debt |
|
|
(4,188 |
) |
|
|
(4,267 |
) |
|
|
|
|
|
|
|
Net cash (debt) |
|
|
(568 |
) |
|
|
119 |
|
Non-controlling interests |
|
|
(49 |
) |
|
|
(49 |
) |
Shareholders equity |
|
|
(15,544 |
) |
|
|
(14,595 |
) |
|
|
|
|
|
|
|
|
|
|
(16,161 |
) |
|
|
(14,525 |
) |
|
Cash and cash equivalents
In 2009, cash and cash equivalents increased by EUR 766
million to EUR 4,386 million at year-end. Cash inflow from
operations amounted to EUR 1,545 million, and there was
EUR 802 million proceeds from divestments including
EUR 718 million from the sale of stakes. This was partly
offset by an outflow of EUR 647 million related to the
annual dividend, a EUR 300 million for acquisitions and
small unfavorable currency translation effects of EUR 15
million.
In 2008, cash and cash equivalents declined by EUR 5,149
million to EUR 3,620 million at year-end. The share
buyback program led to a cash outflow of EUR 3,298
million while a dividend of EUR 720 million was paid.
Furthermore, cash outflows for acquisitions were EUR
5,316 million, partially compensated by EUR 2,600 million
in cash proceeds from divestments. In addition, cash flow
from operations amounted to EUR 1,648 million, partly
offset by unfavorable currency translation effects within
cash and cash equivalents of EUR 39 million.
Debt position
Total debt outstanding at the end of 2009 was EUR 4,267
million, compared with EUR 4,188 million at the end of
2008.
60
|
|
|
|
|
|
|
|
|
in millions of euros |
|
2008 |
|
|
2009 |
|
New borrowings |
|
|
(2,088 |
) |
|
|
(312 |
) |
Repayments |
|
|
1,708 |
|
|
|
252 |
|
Consolidation and currency effects |
|
|
(245 |
) |
|
|
(19 |
) |
|
|
|
|
|
|
|
Total changes in debt |
|
|
(625 |
) |
|
|
(79 |
) |
|
In 2009, total debt increased by EUR 79 million. In January,
Philips drew upon a EUR 250 million bank loan. The
increase in other borrowings including finance leases was
EUR 62 million. Repayments under capital leases
amounted to EUR 42 million, while EUR 9 million was
used to reduce other long-term debt. Furthermore Philips
repaid EUR 201 million of short-term debt. Other changes
resulting from consolidation and currency effects led to an
increase of EUR 19 million.
In 2008, total debt increased by EUR 625 million. During
the year, Philips issued EUR 2,053 million of corporate
bonds and repaid EUR 1,691 million of bonds. New
borrowings under capital leases totaled EUR 31 million
and repayments under capital leases amounted to EUR 28
million in the year. Remaining EUR 5 million was used to
reduce other long-term debt. Other changes resulting
from consolidation and currency effects led to an increase
of EUR 245 million.
Long-term debt as a proportion of the total debt stood at
85% at the end of 2009 with average remaining term of 9.6
years, compared to 83% at the end of 2008.
Net debt to group equity
Net debt (cash) to group equity 1)
|
|
|
|
|
|
|
|
|
in billions of euros |
|
2008 |
|
|
2009 |
|
Net debt (cash)
|
|
|
0.6 |
|
|
|
(0.1 |
) |
Group equity 2)
|
|
|
15.6 |
|
|
|
14.6 |
|
Ratio
|
|
|
4:96 |
|
|
|
(1):101 |
|
|
|
|
|
1) |
|
See Reconciliation of non-GAAP information in Item 5 Operating and
financial review and prospects for reconciliation of non-GAAP measures to the
most directly comparable IFRS measure. |
|
2) |
|
Shareholders equity and non-controlling interests. |
Philips ended 2009 in a net cash position (cash and cash
equivalents, net of debt) of EUR 119 million, compared to
a net debt position of EUR 568 million at the end of 2008.
Shareholders equity
Shareholders equity declined by EUR 949 million in 2009
to EUR 14,595 million at December 31, 2009. The
decrease was mainly as a result of a EUR 404 million
reduction from total comprehensive income. The
dividend payment to shareholders in 2009 further
reduced equity by EUR 647 million. The decrease was
partially offset by a EUR 102 million increase related to
re-issuance of treasury stock and net share-based
compensation plans.
Shareholders equity declined by EUR 6,197 million in
2008 to EUR 15,544 million at December 31, 2008. The
decrease was mainly attributable to share repurchase
programs for capital reduction purposes, as well as the
hedging of long-term incentive and employee stock
purchase programs, reducing equity by EUR 3,298 million.
The dividend payment to shareholders in 2008 further
reduced equity by EUR 720 million. Additionally a EUR
2,302 million decrease related to total changes in
comprehensive income, net of tax. The decrease was
partially offset by EUR 123 million related to re-issuance
of treasury stock and net share-based compensation
plans.
The number of outstanding common shares of Royal
Philips Electronics at December 31, 2009 was 927 million
(2008: 923 million).
At the end of 2009, the Company held 43.1 million shares
in treasury to cover the future delivery of shares (2008:
47.6 million shares). This was in connection with the 62.1
million rights outstanding at the end of 2009 (2008: 65.5
million rights) under the Companys long-term incentive
plan and convertible personnel debentures. At the end of
2009, the Company held 1.9 million shares for
cancellation (2008: 1.9 million shares).
Outlook and trend information
2011 will be a year of progress on our way to achieve the
Vision 2015 objectives. Our strong order book provides
confidence in our Healthcare business for the year ahead.
We see first leading indicators of positive momentum in
construction markets, which is expected to benefit
Lighting sales in the latter half of 2011, supported by the
increase adoption of LED products. We expect emerging
markets to continue to support growth in all three
sectors, while consumer sentiment in mature markets
remains subdued. We will continue our initiatives to ignite
growth in Consumer Lifestyle.
61
Reconciliation of non-GAAP information
Explanation of non-GAAP measures
Koninklijke Philips Electronics N.V. (the Company)
believes that an understanding of sales performance is
enhanced when the effects of currency movements and
acquisitions and divestments (changes in consolidation)
are excluded. Accordingly, in addition to
presenting nominal growth, comparable growth is
provided.
Comparable sales exclude the effects of currency
movements and changes in consolidation. As indicated
under the heading Significant accounting policies which
begins on page 154 of the 2010 Annual Report, sales and
income are translated from foreign currencies into the
Companys reporting currency, the euro, at the exchange
rate on transaction dates during the respective years. As a
result of significant currency movements during the years
presented, the effects of translating foreign currency sales
amounts into euros could have a material impact.
Therefore, these impacts have been excluded in arriving at
the comparable sales in euros. Currency effects have been
calculated by translating previous years foreign currency
sales amounts into euros at the following years exchange
rates in comparison with the sales in euros as historically
reported. Years under review were characterized by a
number of acquisitions and divestments, as a result of
which activities were consolidated or deconsolidated. The
effect of consolidation changes has also been excluded in
arriving at the comparable sales. For the purpose of
calculating comparable sales growth, when a previously
consolidated entity is sold or contributed to a venture
that is not consolidated by the Company, relevant sales
are excluded from impacted prior-year periods. Similarly,
when an entity is acquired, relevant sales are excluded
from impacted periods.
Philips discusses adjusted income from operations in
this Annual Report on Form 20-F. Adjusted income from
operations represents income from operations before
amortization and impairment of intangible assets
generated in acquisitions (excluding software and
capitalized development expenses). The Company uses
the term adjusted income from operations to evaluate
the performance of the Philips Group and its sectors.
Referencing adjusted income from operations is
considered appropriate in light of the following:
a) Philips has announced that one of its strategic drivers is
to increase profitability through re-allocation of its
resources towards opportunities offering more
consistent and higher returns. Moreover, Philips intends
to redeploy capital through value-creating acquisitions.
Since 2006, management has used the adjusted income
from operations measurement internally to monitor
performance of the businesses on a comparable basis. As
of 2007, Philips has also set external performance targets
based on this measurement as it will not be distorted by
the unpredictable effects of future, unidentified
acquisitions. This is particularly relevant as the acquisition
activity is intended to increase, but the nature and the
exact timing and financial statement impact of such future
unidentified acquisitions is impossible to predict; and
b) As part of its re-allocation of resources towards
opportunities offering more consistent and higher
returns, Philips is engaged in the ongoing disposition of
significant non-core minority stakes. These dispositions
will affect results relating to investments in associates and
the amount of financial income, as well as result in
potentially significant capital gains or losses. These
amounts are not included in income from operations
and therefore the presentation of adjusted income from
operations will enhance comparability of results between
years.
Non US investors are advised that such presentation is
different from the terms used in Philips results
announcements and 2010 Annual Report.
The Company believes that an understanding of the Philips
Groups financial condition is enhanced by the disclosure
of net operating capital (NOC), as this figure is used by
Philips management to evaluate the capital efficiency of
the Philips Group and its operating sectors. NOC is
defined as: total assets excluding assets from discontinued
operations less: (a) cash and cash equivalents, (b) deferred
tax assets, (c) other (non)-current financial assets, (d)
investments in associates, and after deduction of: (e)
provisions excluding deferred tax liabilities, (f) accounts
and notes payable, (g) accrued liabilities, (h) current/non-current
liabilities, and (i) trading securities.
Net debt is defined as the sum of long- and short-term
debt minus cash and cash equivalents. The net debt
position as a percentage of the sum of group equity
(shareholders equity and non-controlling interests) and
net debt is presented to express the financial strength of
the Company. This measure is widely used by
management and investment analysts and is therefore
included in the disclosure.
Cash flows before financing activities, being the sum total
of net cash from operating activities and net cash from
investing activities, and free cash flow, being net cash from
62
operating activities minus net capital expenditures, are
presented separately to facilitate the readers
understanding of the Companys funding requirements.
Net capital expenditures comprise of purchase of
intangible assets, expenditures on development assets,
capital expenditures on property, plant and equipment
and proceeds from disposals of property, plant and
equipment. This measure is widely used by management
to calculate free cash flow.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales growth composition per sector |
in % |
|
comparable |
|
|
currency |
|
|
consolidation |
|
|
|
|
|
|
growth |
|
|
effects |
|
|
changes |
|
|
nominal growth |
|
2010 versus 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Healthcare |
|
|
3.9 |
|
|
|
6.0 |
|
|
|
(0.2 |
) |
|
|
9.7 |
|
Consumer Lifestyle |
|
|
1.2 |
|
|
|
4.7 |
|
|
|
(0.7 |
) |
|
|
5.2 |
|
Lighting |
|
|
8.7 |
|
|
|
6.0 |
|
|
|
0.7 |
|
|
|
15.4 |
|
Group Management & Services |
|
|
6.4 |
|
|
|
3.0 |
|
|
|
(2.6 |
) |
|
|
6.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Philips Group |
|
|
4.3 |
|
|
|
5.5 |
|
|
|
(0.2 |
) |
|
|
9.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 versus 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Healthcare |
|
|
(2.7 |
) |
|
|
2.6 |
|
|
|
2.6 |
|
|
|
2.5 |
|
Consumer Lifestyle |
|
|
(16.5 |
) |
|
|
(0.7 |
) |
|
|
(5.0 |
) |
|
|
(22.2 |
) |
Lighting |
|
|
(12.6 |
) |
|
|
1.0 |
|
|
|
0.5 |
|
|
|
(11.1 |
) |
Group Management & Services |
|
|
(30.2 |
) |
|
|
(0.1 |
) |
|
|
(0.2 |
) |
|
|
(30.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Philips Group |
|
|
(11.4 |
) |
|
|
0.7 |
|
|
|
(1.4 |
) |
|
|
(12.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales growth composition per market cluster |
in % |
|
comparable |
|
|
currency |
|
|
consolidation |
|
|
|
|
|
|
growth |
|
|
effects |
|
|
changes |
|
|
nominal growth |
|
2010 versus 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Western Europe |
|
|
(1.5 |
) |
|
|
1.1 |
|
|
|
0.1 |
|
|
|
(0.3 |
) |
North America |
|
|
1.5 |
|
|
|
5.8 |
|
|
|
(0.1 |
) |
|
|
7.2 |
|
Other mature |
|
|
12.5 |
|
|
|
14.4 |
|
|
|
2.8 |
|
|
|
29.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total mature |
|
|
0.9 |
|
|
|
4.0 |
|
|
|
0.2 |
|
|
|
5.1 |
|
Emerging |
|
|
11.9 |
|
|
|
9.5 |
|
|
|
(1.1 |
) |
|
|
20.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Philips Group |
|
|
4.3 |
|
|
|
5.5 |
|
|
|
(0.2 |
) |
|
|
9.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 versus 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Western Europe |
|
|
(10.4 |
) |
|
|
(1.2 |
) |
|
|
(0.2 |
) |
|
|
(11.8 |
) |
North America |
|
|
(13.9 |
) |
|
|
4.3 |
|
|
|
(3.2 |
) |
|
|
(12.8 |
) |
Other mature |
|
|
(7.9 |
) |
|
|
4.2 |
|
|
|
2.9 |
|
|
|
(0.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total mature |
|
|
(11.7 |
) |
|
|
1.6 |
|
|
|
(1.4 |
) |
|
|
(11.5 |
) |
Emerging |
|
|
(10.8 |
) |
|
|
(1.3 |
) |
|
|
(1.5 |
) |
|
|
(13.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Philips Group |
|
|
(11.4 |
) |
|
|
0.7 |
|
|
|
(1.4 |
) |
|
|
(12.1 |
) |
|
63
|
|
|
|
|
|
|
|
|
|
|
|
|
Composition of net debt to group equity |
in millions of euros unless otherwise stated |
|
2008 |
|
|
2009 |
|
|
2010 |
|
Long-term debt |
|
|
3,466 |
|
|
|
3,640 |
|
|
|
2,818 |
|
Short-term debt |
|
|
722 |
|
|
|
627 |
|
|
|
1,840 |
|
|
|
|
|
|
|
|
|
|
|
Total debt |
|
|
4,188 |
|
|
|
4,267 |
|
|
|
4,658 |
|
Cash and cash equivalents |
|
|
(3,620 |
) |
|
|
(4,386 |
) |
|
|
(5,833 |
) |
|
|
|
|
|
|
|
|
|
|
Net debt (cash)(total debt less cash and cash equivalents) |
|
|
568 |
|
|
|
(119 |
) |
|
|
(1,175 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders equity |
|
|
15,544 |
|
|
|
14,595 |
|
|
|
15,046 |
|
Non-controlling interests |
|
|
49 |
|
|
|
49 |
|
|
|
46 |
|
|
|
|
|
|
|
|
|
|
|
Group equity |
|
|
15,593 |
|
|
|
14,644 |
|
|
|
15,092 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net debt and group equity |
|
|
16,161 |
|
|
|
14,525 |
|
|
|
13,917 |
|
Net debt divided by net debt and group equity, in % |
|
|
4 |
|
|
|
(1 |
) |
|
|
(8 |
) |
Group equity divided by net debt and group equity, in % |
|
|
96 |
|
|
|
101 |
|
|
|
108 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Composition of cash flows |
in millions of euros |
|
2008 |
|
|
2009 |
|
|
2010 |
|
Cash flows from operating activities |
|
|
1,648 |
|
|
|
1,545 |
|
|
|
2,156 |
|
Cash flows from investing activities |
|
|
(3,254 |
) |
|
|
(219 |
) |
|
|
(702 |
) |
|
|
|
|
|
|
|
|
|
|
Cash flows before financing activities |
|
|
(1,606 |
) |
|
|
1,326 |
|
|
|
1,454 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from operating activities |
|
|
1,648 |
|
|
|
1,545 |
|
|
|
2,156 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of intangible assets |
|
|
(121 |
) |
|
|
(96 |
) |
|
|
(80 |
) |
Expenditures on development assets |
|
|
(154 |
) |
|
|
(188 |
) |
|
|
(219 |
) |
Capital expenditures on property, plant and equipment |
|
|
(770 |
) |
|
|
(524 |
) |
|
|
(653 |
) |
Proceeds from disposals of property, plant and equipment |
|
|
170 |
|
|
|
126 |
|
|
|
129 |
|
|
|
|
|
|
|
|
|
|
|
Net capital expenditures |
|
|
(875 |
) |
|
|
(682 |
) |
|
|
(823 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Free cash flows |
|
|
773 |
|
|
|
863 |
|
|
|
1,333 |
|
|
64
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted IFO to Income from operations or IFO |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Group |
|
|
|
Philips |
|
|
|
|
|
|
Consumer |
|
|
|
|
|
|
Management & |
|
in millions of euros |
|
Group |
|
|
Healthcare |
|
|
Lifestyle |
|
|
Lighting |
|
|
Services |
|
2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted IFO |
|
|
2,552 |
|
|
|
1,186 |
|
|
|
639 |
|
|
|
869 |
|
|
|
(142 |
) |
Amortization of intangible assets1) |
|
|
(487 |
) |
|
|
(264 |
) |
|
|
(44 |
) |
|
|
(174 |
) |
|
|
(5 |
) |
Income from operations (or IFO) |
|
|
2,065 |
|
|
|
922 |
|
|
|
595 |
|
|
|
695 |
|
|
|
(147 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted IFO |
|
|
1,050 |
|
|
|
848 |
|
|
|
339 |
|
|
|
145 |
|
|
|
(282 |
) |
Amortization of intangible assets1) |
|
|
(436 |
) |
|
|
(257 |
) |
|
|
(18 |
) |
|
|
(161 |
) |
|
|
|
|
Income from operations (or IFO) |
|
|
614 |
|
|
|
591 |
|
|
|
321 |
|
|
|
(16 |
) |
|
|
(282 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted IFO |
|
|
744 |
|
|
|
839 |
|
|
|
126 |
|
|
|
480 |
|
|
|
(701 |
) |
Amortization of intangible assets1) |
|
|
(389 |
) |
|
|
(218 |
) |
|
|
(16 |
) |
|
|
(155 |
) |
|
|
|
|
Impairment of goodwill |
|
|
(301 |
) |
|
|
|
|
|
|
|
|
|
|
(301 |
) |
|
|
|
|
Income from operations (or IFO) |
|
|
54 |
|
|
|
621 |
|
|
|
110 |
|
|
|
24 |
|
|
|
(701 |
) |
|
1) Excluding amortization of software and product development
65
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating capital to total assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Group |
|
in millions of euros |
|
|
|
|
|
|
|
|
|
Consumer |
|
|
|
|
|
|
Management |
|
|
|
Philips Group |
|
|
Healthcare |
|
|
Lifestyle |
|
|
Lighting |
|
|
& Services |
|
2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating capital (NOC) |
|
|
12,071 |
|
|
|
8,908 |
|
|
|
911 |
|
|
|
5,561 |
|
|
|
(3,309 |
) |
Eliminate liabilities comprised in NOC: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- payables/liabilities |
|
|
10,009 |
|
|
|
2,603 |
|
|
|
2,509 |
|
|
|
1,485 |
|
|
|
3,412 |
|
- intercompany accounts |
|
|
|
|
|
|
54 |
|
|
|
95 |
|
|
|
68 |
|
|
|
(217 |
) |
- provisions |
|
|
2,339 |
|
|
|
321 |
|
|
|
342 |
|
|
|
247 |
|
|
|
1,429 |
|
Include assets not comprised in NOC: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- investments in associates |
|
|
181 |
|
|
|
76 |
|
|
|
1 |
|
|
|
18 |
|
|
|
86 |
|
- other current financial assets |
|
|
6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
- other non-current financial assets |
|
|
479 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
479 |
|
- deferred tax assets |
|
|
1,351 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,351 |
|
- liquid assets |
|
|
5,833 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,833 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
|
32,269 |
|
|
|
11,962 |
|
|
|
3,858 |
|
|
|
7,379 |
|
|
|
9,070 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating capital (NOC) |
|
|
12,649 |
|
|
|
8,434 |
|
|
|
625 |
|
|
|
5,104 |
|
|
|
(1,514 |
) |
Eliminate liabilities comprised in NOC: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- payables/liabilities |
|
|
8,636 |
|
|
|
2,115 |
|
|
|
2,155 |
|
|
|
1,247 |
|
|
|
3,119 |
|
- intercompany accounts |
|
|
|
|
|
|
32 |
|
|
|
85 |
|
|
|
62 |
|
|
|
(179 |
) |
- provisions |
|
|
2,450 |
|
|
|
317 |
|
|
|
420 |
|
|
|
324 |
|
|
|
1,389 |
|
Include assets not comprised in NOC: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- investments in associates |
|
|
281 |
|
|
|
71 |
|
|
|
1 |
|
|
|
11 |
|
|
|
198 |
|
- other current financial assets |
|
|
191 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
191 |
|
- other non-current financial assets |
|
|
691 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
691 |
|
- deferred tax assets |
|
|
1,243 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,243 |
|
- liquid assets |
|
|
4,386 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,386 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
|
30,527 |
|
|
|
10,969 |
|
|
|
3,286 |
|
|
|
6,748 |
|
|
|
9,524 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating capital (NOC) |
|
|
14,069 |
|
|
|
8,785 |
|
|
|
798 |
|
|
|
5,712 |
|
|
|
(1,226 |
) |
Eliminate liabilities comprised in NOC: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- payables/ liabilities |
|
|
8,708 |
|
|
|
2,207 |
|
|
|
2,408 |
|
|
|
1,234 |
|
|
|
2,859 |
|
- intercompany accounts |
|
|
|
|
|
|
30 |
|
|
|
83 |
|
|
|
31 |
|
|
|
(144 |
) |
- provisions |
|
|
2,837 |
|
|
|
329 |
|
|
|
285 |
|
|
|
229 |
|
|
|
1,994 |
|
Include assets not comprised in NOC: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- investments in associates |
|
|
293 |
|
|
|
72 |
|
|
|
2 |
|
|
|
16 |
|
|
|
203 |
|
- other current financial assets |
|
|
121 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
121 |
|
- other non-current financial assets |
|
|
1,331 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,331 |
|
- deferred tax assets |
|
|
931 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
931 |
|
- liquid assets |
|
|
3,620 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,620 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
|
31,910 |
|
|
|
11,423 |
|
|
|
3,576 |
|
|
|
7,222 |
|
|
|
9,689 |
|
|
66
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 more detailed description of Philips accounting policies
appears on pages 154 through 160 under the heading
Significant accounting policies of the 2010 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. The
accounting requires management to make assumptions
regarding variables such as discount rate, rate of
compensation increase, mortality rate, return on assets,
and future healthcare costs. Pension assumptions are set
centrally by management in consultation with its local,
regional or country management and locally appointed
actuaries at least once a year. For the Companys major
plans, a full discount rate curve of high quality corporate
bonds (Bloomberg AA Composite) is used to determine
the defined benefit obligation whereas for other plans a
single point discount rate is used based on the plans
maturity. Plans in countries without a deep corporate
bond market, use a discount rate based on the local
sovereign curve and the plans maturity. 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, a sensitivity analysis with
respect to pension plan assumptions, a summary of the
changes in the accumulated postretirement benefit
obligations and a reconciliation of the obligations to the
amounts recognized in the consolidated balance sheet,
please refer to pages 113 through 115 under the heading
Details of pension risks and to note 28 Pensions and
other postretirement benefits to the Group financial
statements on page 187 under the subheading Sensitivity
Analysis of the 2010 Annual Report incorporated herein
by reference.
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 regularly
reviews the deferred tax assets for recoverability and will
only recognize these if it is believed that it is probable that
there will be sufficient temporary differences relating to
the same taxation authority and the same taxable entity.
For a discussion of the fiscal uncertainties, please refer to
note 3 Income taxes to the Group financial statements
under the heading Fiscal risks on pages 165 and 166 of
the 2010 Annual Report incorporated herein by
reference.
Impairment of non-financial assets
Goodwill is not amortized, but tested for impairment
annually and whenever impairment indicators require so.
The Company reviews non-financial assets, other than
goodwill for impairment, when events or circumstances
indicate that carrying amounts may not be recoverable.
In determining impairments of non-current assets like
intangible assets, property, plant and equipment,
investments in associates and goodwill, management must
make significant judgments and estimates to determine
whether the recoverable amounts is lower than the
carrying value. Changes in assumptions and estimates
included within the impairment reviews and tests could
result in significantly different results than those recorded
in the consolidated financial statements.
The recoverable amount is the higher of the assets value
in use and its fair value less costs to sell, the determination
of which involves significant judgment and estimates from
management.
The goodwill allocated to the cash generating units
Respiratory Care and Sleep Management, Professional
Luminaires, Imaging Systems and Patient Care and Clinical
Informatics are considered to be significant in comparison
to the total book value of goodwill at December 31, 2010.
The basis of the recoverable amount used in the annual
67
(performed in the second quarter) and trigger-based
impairment tests is the value in use. Key assumptions used
in the impairment tests for the units in the table above
were sales growth rates, adjusted income from
operations and the rates used for discounting the
projected cash flows. These cash flow projections were
determined using managements internal forecasts that
cover an initial period from 2010 to 2015 that matches the
period used for our strategic review. For the 2009 test, a
shorter initial forecast period was used. Projections were
extrapolated with stable or declining growth rates for a
period of five years, after which a terminal value was
calculated. For terminal value calculation, growth rates
were capped at a historical long term average growth rate.
The sales growth rates and margins used to estimate cash
flows are based on past performance, external market
growth assumptions and industry long-term growth
averages. Adjusted income from operations in all units is
expected to increase over the projection period as a
result of volume growth and cost efficiencies.
Cash flow projections of Respiratory Care and Sleep
Management, Professional Luminaires, Imaging Systems
and Patient Care and Clinical Informatics for 2010 were
based on the following key assumptions (based on the
annual impairment test performed in Q2):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in % |
|
compound sales growth rate1) |
|
|
|
|
|
|
|
|
|
|
used to |
|
|
|
|
|
|
initial |
|
|
extra- |
|
|
calculate |
|
|
pre-tax |
|
|
|
forecast |
|
|
polation |
|
|
terminal |
|
|
discount |
|
|
|
period |
|
|
period |
|
|
value |
|
|
rates |
|
Respiratory Care and
Sleep
Management |
|
|
9.4 |
|
|
|
5.0 |
|
|
|
2.7 |
|
|
|
10.2 |
|
Professional Luminaires |
|
|
11.3 |
|
|
|
7.2 |
|
|
|
2.7 |
|
|
|
14.0 |
|
Imaging Systems |
|
|
5.2 |
|
|
|
4.0 |
|
|
|
2.7 |
|
|
|
11.1 |
|
Patient Care and Clinical
Informatics |
|
|
6.5 |
|
|
|
5.4 |
|
|
|
2.7 |
|
|
|
12.1 |
|
|
1) Compound sales growth rate is the annualized
steady growth rate over the forecast period.
The assumptions used for the 2009 cash flow projections,
based on the 2009 organizational structure of the
Healthcare sector, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in % |
|
compound sales growth rate1) |
|
|
|
|
|
|
|
|
|
|
used to |
|
|
|
|
|
|
|
|
|
|
extra- |
|
|
calculate |
|
|
pre-tax |
|
|
|
forecast |
|
|
polation |
|
|
terminal |
|
|
discount |
|
|
|
period |
|
|
period |
|
|
value |
|
|
rates |
|
Respiratory Care and Sleep |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Management |
|
|
9.4 |
|
|
|
4.2 |
|
|
|
2.7 |
|
|
|
10.4 |
|
Professional Luminaires |
|
|
8.0 |
|
|
|
4.9 |
|
|
|
2.7 |
|
|
|
14.0 |
|
Imaging Systems |
|
|
3.8 |
|
|
|
3.0 |
|
|
|
2.7 |
|
|
|
10.0 |
|
|
|
|
|
1) |
|
Compound sales growth rate is the annualized steady growth rate over the
forecast period. |
These assumptions were based on the 2009 annual
impairment test performed in the second quarter of last
year except for Respiratory Care and Sleep Management
for which the figures were based on the Q4 test.
Based on the annual test in 2010 the recoverable amounts
of the cash generating units were estimated to be higher
than the carrying amounts, and management therefore did
not identify any impairments.
Among the mentioned units Respiratory Care and Sleep
Management and Professional Luminaires have the highest
amount of goodwill and the lowest excess of the
recoverable amount over the carrying amount. The
headroom of Respiratory Care and Sleep Management
was estimated at EUR 100 million, the headroom of
Professional Luminaires at EUR 600 million.
The following changes could, individually, cause the value
in use to fall to the level of the carrying value:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
increase in |
|
|
|
|
|
|
|
|
|
per-tax |
|
|
decrease in |
|
|
decrease in |
|
|
|
discount |
|
|
long-term |
|
|
terminal |
|
|
|
rate, basis |
|
|
growth rate, |
|
|
value |
|
|
|
points |
|
|
basis points |
|
|
amount, % |
|
Respiratory Care and Sleep |
|
|
|
|
|
|
|
|
|
|
|
|
Management |
|
|
30 |
|
|
|
50 |
|
|
|
5 |
|
Professional Luminaires |
|
|
250 |
|
|
|
280 |
|
|
|
34 |
|
|
The results of the annual impairment test of Imaging
Systems and Patient Care and Clinical Informatics have
indicated that a reasonably possible change in key
assumptions would not cause the value in use to fall to the
level of the carrying value.
68
Based on the Q4 trigger based impairment test, it was
noted that the headroom for the cash-generating unit
Home Monitoring was EUR 26 million. An increase of 34
basis points in pre-tax discounting rate, a 50 basis points
decline in the compound long term sales growth rate or a
6% decrease in terminal value would cause its value in use
to fall to the level of its carrying value. The goodwill
allocated to Home Monitoring at December 31, 2010
amounts to EUR 450 million.
Contingent liabilities
The Company and certain of its group companies and
former group companies are involved as a party in legal
proceedings, including regulatory and other governmental
proceedings, including discussions on potential remedial
actions, relating to such matters as competition issues,
commercial transactions, product liabilities, participations
and environmental pollution. In respect of antitrust laws,
the Company and certain of its (former) group companies
are involved in investigations by competition law
authorities in several jurisdictions and are engaged in
litigation in this respect. Since the ultimate disposition of
asserted claims and proceedings and investigations cannot
be predicted with certainty, an adverse outcome could
have a material adverse effect on the Companys
consolidated financial position, consolidated results of
operations and cash flows for a particular period.
The Company recognizes a liability when it is probable
that an outflow of resources embodying economic
benefits will result from the settlement of a present
obligation and the amount at which the settlement will
take place can be measured reliable. If the likelihood of the
outcome is not probable and not remote and/or an
estimate is not determinable, the matter is disclosed if
management concludes that it is material.
The Company and its group companies are subject to
environmental laws and regulations. Under these laws, the
Company and its group companies 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 provision 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 group companies
involvement. The Company utilizes experts in the
estimation process. However, these judgments, by their
nature, may result in variances between actual losses and
estimates. Provisions 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 provisions are adjusted as
new information becomes available. Since the provisions
reflect the present value of estimated future cash flows,
they are remeasured at the end of each period using the
current discount rate.
Please refer to note 24 Contingent liabilities to the
Group financial statements on pages 180 through 182 of
the 2010 Annual Report, which is incorporated herein by
reference, for a discussion of contingent liabilities.
Share-based Compensation
The
Company has various types of equity settled share-based
compensation schemes for employees. Employee
services received, and the corresponding increase in
equity, are measured by reference to the fair value of the
equity instruments as at the date of grant, excluding the
impact of any non-market vesting conditions. Fair value of
stock options is estimated by using the Black Scholes
model on the date of grant based on certain assumptions.
Those assumptions are described in note 29 Share-based
compensation to the Group financial statements on
pages 187 through 189 to the 2010 Annual Report, which
is incorporated herein by reference and include, among
others, the dividend yield, expected volatility and
expected life of stock options. The expected life of stock
options is estimated by observing general option holder
behavior and actual historical terms of Philips stock option
programs, whereas the assumption of the expected
volatility has been set by reference to the implied volatility
of stock options available on Philips shares in the open
market and in light of historical patterns of volatility.
Because of these variables the fair value of stock options
cannot be predicted with certainty.
Provision for obsolete inventories
The Company records its inventories at cost and provides
for the risk of obsolescence using the lower of cost and
net realizable value principle. The expected future use of
inventory is based on estimates about future demand and
past experience with similar inventories and their usage.
Provision for bad debts
The risk of uncollectability 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
69
addition, debtors in certain countries are subject to a
higher collectability risk, which is taken into account when
assessing the overall risk of uncollectability. 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.
Capitalized product development costs,
patents and licenses
The Company capitalizes certain product development
costs when it is probable that a development project will
be a success and certain criteria, including commercial and
technical feasibility, have been met. These costs are then
amortized on a systematic basis over their expected useful
lives. During the development stage, management must
estimate the commercial and technical feasibility of these
projects as well as their expected useful lives. Should a
product fail to substantiate its estimated feasibility or life
cycle excess development costs may need to be written-off
in future periods.
Whenever there is an indicator that development costs
capitalized for a specific project may be impaired, the
recoverable amount of the asset is estimated. An asset is
impaired when the carrying amount of the asset exceeds
its recoverable amount. The recoverable amount is
defined as the higher of an assets net selling price and
value in use. Value in use is the present value of discounted
estimated future cash flows expected to arise from the
continuing use of an asset and from its disposal at the end
of its useful life. For projects still in development, these
estimates include the future cash outflows that are
expected to occur before the asset is ready for use.
The information on pages 101 and 102 under the heading
Corporate Technologies and page 72 and 73 under the
heading Research & development of the 2010 Annual
Report is incorporated herein by reference.
Intangible assets acquired in business
combinations
The Company has acquired entities in business
combinations that have been accounted for by the
acquisition method of accounting, resulting in recognition
of substantial amounts of intangible assets and goodwill.
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 amortization
of intangible assets. Intangible assets other than goodwill
are amortized over their economic lives.
Fair value of derivatives and other financial
instruments
The Company measures all derivative financial
instruments based on fair values derived from market
prices of the instruments or from option pricing models,
as appropriate. The fair value of derivatives and
sensitivities are based on observed liquid market
quotations.
For a discussion of risks and a sensitivity analysis with
respect to financial instruments, please refer to pages 112
through 115 under the heading Financial risks and to
note 33 Details of treasury risks to the Group financial
statements on pages 196 through 198 of the 2010 Annual
Report incorporated herein by reference.
New Accounting Standards
For a description of the new pronouncements, reference
is made to pages 159 and 160 of the 2010 Annual Report,
incorporated herein by reference.
Off-balance sheet arrangements
The information on pages 70 and 71 under the heading
Guarantees and in note 24 Contingent liabilities to
the Group financial statements on pages 180 through 182
of the 2010 Annual Report is incorporated herein by
reference.
70
Item 6.
Directors, senior management and employees
The information on pages 116 through 117 under the heading Board of Management, pages 120
through 130 under the heading Supervisory Board report, note 1 Income from operations to the
Group financial statements, on page 161 under the heading Employees, note 28 Pensions and other
postretirement benefits to the Group financial statements, on pages 182 through 187 and note 31
Information on remuneration to the Group financial statements on pages 189 through 194 of the
2010 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 116
through 119 of the 2010 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 2010, nor are
any loans or guarantees outstanding as of the date of this Annual Report on Form 20-F.
The principal business activities performed outside the Company of Mr Kleisterlee are:
- |
|
Member of Daimler AG Supervisory Board since April 2009 |
|
- |
|
Member of the Supervisory Board of the Dutch Central Bank since July 2006 |
|
- |
|
Member of the Supervisory Board and member of the Audit Committee of Royal Dutch Shell since
November 2010 |
|
- |
|
Member of the board of directors of Dell since December 2010 |
Finally, on February 2, 2011, Vodafone announced that Mr Kleisterlee will be appointed as chairman
and non-executive director of Vodafone as per April 1, 2011.
Compensation
For information on the remuneration of the Board of Management and the Supervisory Board,
required by this Item, see pages 124 through 129 under the heading Report of the Remuneration
Committee of the 2010
Annual Report, which is incorporated herein by reference. With respect to information on an
individual basis for aggregate compensation, stock options and restricted share grants and
pensions, see note 29, entitled Share-based compensation, to the Group financial statements on
pages 187 through 189 and note 31, entitled Information on remuneration, to the Group financial
statements on pages 189 through 194 of the 2010 Annual Report, which are incorporated herein by
reference.
Board practices
For information on office terms for the Supervisory Board and the Board of Management, required
by this Item, see pages 116 through 119 under the headings Board of Management, Group Management
Committee and Supervisory Board, pages 124 through 129 under the heading Report of the
Remuneration Committee, pages 131 through 133 under the heading Board of Management and pages
133 through 135 under the heading Supervisory Board of the 2010 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 125 under the heading Contracts of employment of the
2010 Annual Report, which is incorporated herein by reference. Information on the members of the
Audit Committee and Remuneration Committee is provided on page 119 of the 2010 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 under the heading
Supervisory Board on pages 133 through 135 of the 2010 Annual Report, which information is
incorporated herein by reference.
Employees
Information about the number of employees, including by market cluster and sector, is set forth
under the headings Employment in Item 4 Information on the Company and Employees on page 161
of the 2010 Annual Report, which is incorporated herein by reference.
71
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 29
Share-based compensation and 31 Information on remuneration to the Group financial statements
on pages 187 through 194 of the 2010 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
17 Shareholders equity, note 18 Long-term debt and short-term debt and note 29 Share-based
compensation to the Group financial statements on pages 176, 177 and 187 through 189,
respectively, of the 2010 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 and M.W. den Boogert. No Philips board members or officers are represented in the
board of the Stichting Preferente Aandelen Philips. 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 attempt, in the
judgment of the Stichting Preferente Aandelen Philips, to gain (de facto) control of 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 per December 31, 2010, no person or group is known to the Company to be the owner of more
than 5% of its Common Shares. Major Shareholders do not have voting rights different than other
shareholders.
For information required by this Item, reference is made to Item 9 The offer and listing and to
the information under the heading Major shareholders and other information for shareholders on
pages 137 and 138 of the 2010 Annual Report, incorporated herein by reference.
Related party transactions
For a description of related party transactions see note 24 Contingent liabilities to the
Group financial statements under the heading Guarantees on page 180 and note 30 to the Group
financial statements under the heading Related-party transactions on page 189 of the 2010 Annual
Report, incorporated herein by reference. During 2010 no personal loans or guarantees were granted
to members of the Board of Management, Group Management Committee or the Supervisory Board.
72
Item 8. Financial information
The portions of the Companys 2010 Annual Report as set forth on pages 139 through 199 thereof
are incorporated herein by reference and constitute the Companys response to this item.
Legal proceedings
For a description of legal proceedings see pages 181 and 182 of the 2010 Annual Report (Legal
proceedings), which is incorporated herein by reference.
Dividend policy
The information under the heading Dividend policy on pages 238 of the 2010 Annual Report is
incorporated herein by reference.
Significant changes
For information required by this Item, reference is made to note 34 to the Group financial
statements under the heading Subsequent events on page 198 of the 2010 Annual Report which is
incorporated herein by reference.
73
Item 9. The offer and listing
The Common Shares of the Company are listed on the stock market of Euronext Amsterdam and the
New York Registry Shares of the Company, representing Common Shares of the Company, are listed on
the New York Stock Exchange. The principal market for the Common Shares is Euronext Amsterdam and
for the New York Registry Shares is the New York Stock Exchange.
The following table shows the high and low closing 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 closing
sales prices of the New York Registry Shares on the New York Stock Exchange:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Euronext |
|
|
New York |
|
|
|
|
|
|
|
Amsterdam (EUR) |
|
|
stock exchange (USD) |
|
|
|
|
|
|
|
high |
|
|
low |
|
|
high |
|
|
low |
|
2006 |
|
|
|
|
|
|
29.31 |
|
|
|
21.89 |
|
|
|
37.94 |
|
|
|
27.53 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
1st quarter |
|
|
30.08 |
|
|
|
26.90 |
|
|
|
39.38 |
|
|
|
35.36 |
|
|
|
2nd quarter |
|
|
31.78 |
|
|
|
28.50 |
|
|
|
42.53 |
|
|
|
38.05 |
|
|
|
3rd quarter |
|
|
32.99 |
|
|
|
27.11 |
|
|
|
45.87 |
|
|
|
36.69 |
|
|
|
4th quarter |
|
|
32.15 |
|
|
|
26.71 |
|
|
|
45.41 |
|
|
|
39.49 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 |
|
1st quarter |
|
|
28.94 |
|
|
|
23.63 |
|
|
|
42.34 |
|
|
|
35.64 |
|
|
|
2nd quarter |
|
|
25.31 |
|
|
|
21.61 |
|
|
|
39.50 |
|
|
|
33.80 |
|
|
|
3rd quarter |
|
|
23.33 |
|
|
|
18.48 |
|
|
|
35.34 |
|
|
|
25.49 |
|
|
|
4th quarter |
|
|
19.68 |
|
|
|
12.09 |
|
|
|
26.75 |
|
|
|
14.79 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
1st quarter |
|
|
16.05 |
|
|
|
10.95 |
|
|
|
20.78 |
|
|
|
13.98 |
|
|
|
2nd quarter |
|
|
14.77 |
|
|
|
11.52 |
|
|
|
20.30 |
|
|
|
15.45 |
|
|
|
3rd quarter |
|
|
17.65 |
|
|
|
12.59 |
|
|
|
25.82 |
|
|
|
17.52 |
|
|
|
4th quarter |
|
|
21.03 |
|
|
|
15.79 |
|
|
|
30.19 |
|
|
|
22.89 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
1st quarter |
|
|
25.28 |
|
|
|
20.34 |
|
|
|
33.48 |
|
|
|
28.26 |
|
|
|
2nd quarter |
|
|
26.94 |
|
|
|
22.83 |
|
|
|
35.90 |
|
|
|
28.09 |
|
|
|
3rd quarter |
|
|
26.23 |
|
|
|
21.32 |
|
|
|
33.32 |
|
|
|
26.84 |
|
|
|
4th quarter |
|
|
24.19 |
|
|
|
20.79 |
|
|
|
33.90 |
|
|
|
27.10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
August 2010 |
|
|
|
|
|
|
24.49 |
|
|
|
21.32 |
|
|
|
32.19 |
|
|
|
26.84 |
|
September 2010 |
|
|
|
|
|
|
24.08 |
|
|
|
22.39 |
|
|
|
31.42 |
|
|
|
29.51 |
|
October 2010 |
|
|
|
|
|
|
24.19 |
|
|
|
21.73 |
|
|
|
33.90 |
|
|
|
30.45 |
|
November 2010 |
|
|
|
|
|
|
23.11 |
|
|
|
20.79 |
|
|
|
32.06 |
|
|
|
27.10 |
|
December 2010 |
|
|
|
|
|
|
23.08 |
|
|
|
21.49 |
|
|
|
30.70 |
|
|
|
28.15 |
|
January 2011 |
|
|
|
|
|
|
25.34 |
|
|
|
22.77 |
|
|
|
33.81 |
|
|
|
29.81 |
|
The Dutch Act on Financial Supervision imposes a duty to disclose percentage
holdings in the capital and/or voting rights in the Company when such holdings reach, exceed or
fall below 5%, 10%, 15%, 20%, 25%, 30%, 40%, 50%, 60%, 75% and 95%. Such disclosure must be made to
the Netherlands Authority for the Financial Markets (AFM) without delay. The AFM then notifies the
Company.
As per December 31, 2010, no person is known to the Company to be the owner of more than 5% of its
common shares. The common shares are held by shareholders worldwide in bearer and registered form.
As per
December 31, 2010, approximately 93% of the common shares were held in bearer form and
approximately 7% of the common shares were represented by registered shares of New York Registry
issued in the name of approximately 1,357 holders of record, including Cede & Co. Cede & Co acts as
nominee for the Depository Trust Company holding the shares (indirectly) for individual investors
as beneficiaries. Citibank,
N.A., 388 Greenwich Street, New York, New York 10013 is the transfer agent and registrar.
74
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.
The provisions applicable to all corporate bonds that have been issued by the Company in March 2008
contain a Change of Control Triggering Event. This means that if the Company experienced such an
event with respect to a series of corporate bonds the Company might be required to offer to
purchase the bonds of that series at a purchase price equal to 101% of their principal amount, plus
accrued and unpaid interest, if any.
For information on Preference shares, reference is made to note 17, entitled Shareholders
equity, to the Group financial statements on page 176 and the information under the heading
Preference Shares and the Stichting Preferente Aandelen Philips on pages 136 and 137 of the 2010
Annual Report, which is incorporated herein by reference. As of December 31, 2010, there were
2,000,000,000 preference shares authorized, of which none were issued.
75
Item 10. Additional information
Articles of association
Summaries of certain provisions of the Articles of Association of the Company, applicable Dutch
law and related Company policies appear below and on pages 131 through 138 under the heading
Corporate Governance of the 2010 Annual Report, which is incorporated by reference herein. The
English translation of the Articles of Association is incorporated by reference to Exhibit 1 of
this Form 20-F.
Object and purpose
The objects of the Company are to establish, participate in, administer and finance legal
entities, companies and other legal forms for the purpose of the manufacture and trading of
electrical, electronic, mechanical or chemical products, the development and exploitation of
technical and other expertise, including software, or for the purpose of other activities, and to
do everything pertaining thereto or connected therewith, including the provision of security in
particular for commitments of business undertakings which belong to its group, all this in the
widest sense, as may also be conducive to the proper continuity of the collectivity of business
undertakings, in the Netherlands and abroad, which are carried on by the Company and the companies
in which it directly or indirectly participates.
Voting rights
Each Common share and each Preference share is entitled to one vote. All Common shares vote
together on all matters presented at a General Meeting of Shareholders. As of December 31, 2010,
the issued share capital consists only of Common shares; no Preference shares have been issued.
Dividends
A dividend will first be declared on Preference shares out of net income. The remainder of the
net income, after reservations made with the approval of the Supervisory Board, shall be available
for distribution to holders of Common shares subject to shareholder approval after year-end. The
Board of Management has the power to determine what portion of the net income shall be retained by
way of reserve, subject to the approval of the Supervisory Board. As of December 31, 2010, the
issued share capital consists only of Common shares; no Preference shares have been issued.
Liquidation rights
In the event of the dissolution and liquidation of the Company, the assets remaining after
payment of all debts and liquidation expenses are to be distributed in the following order of
priority: to the holders of Preference shares, the amount paid thereon; and the remainder to the
holders of the Common shares. As of December 31, 2010, the issued share capital consists only of
Common shares; no Preference shares have been issued.
Preemptive rights
Shareholders have a pro rata preferential right of subscription to any Common share issuance
unless the right is restricted or excluded. If designated by the General Meeting of Shareholders,
the Board of Management has the power to restrict or exclude the preferential subscription rights.
A designation of the Board of Management will be effective for a specified period of up to five
years and may be renewed. Currently, the Board of Management has been granted the power to restrict
or exclude the preferential right of subscription until September 25, 2011. If the Board of
Management has not been designated, the General Meeting of Shareholders has the power to restrict
or exclude such rights, upon the proposal of the Board of Management, which proposal must be
approved by the Supervisory Board. Resolutions by the General Meeting of Shareholders referred to
in this paragraph require approval of at least two-thirds of the votes cast if less than half of
the issued share capital is represented at the meeting.
The foregoing provisions also apply to the issuance of rights to subscribe for shares.
General Meeting of Shareholders
The ordinary General Meeting of Shareholders shall be held each year not later than the
thirtieth day of June and, at the Board of Managements option, in Eindhoven, Amsterdam, The Hague,
Rotterdam, Utrecht or Haarlemmermeer (including Schiphol airport); the notice convening the meeting
shall inform the shareholders accordingly.
Without prejudice to applicable laws and regulations, the Board of Management may resolve to give
notice to holders of bearer shares via the Companys website and/ or by other electronic means
representing a public announcement, which announcement remains directly and permanently accessible
until the general meeting. Holders of registered shares shall be notified by letter,
76
unless the Board of Management resolves to give notice to holders of registered shares by
electronic means of communication by sending a legible and reproducible message to the address
indicated by the shareholder to the Company for such purpose provided the relevant shareholder has
agreed hereto.
In principle all shareholders are entitled to attend the General Meeting of Shareholders, to
address the meeting and to vote, except for shares held in treasury by the Company. They may
exercise the aforementioned rights at a meeting only for the Common shares which on the record date
are registered in their name. The record date is determined by the Board of Management and
published in the above announcement. Holders of registered shares must advise the Company in
writing of their intention to attend the General Meeting of Shareholders. Holders of bearer shares
who either in person or by proxy wish to attend the General Meeting of Shareholders, should notify
The Royal Bank of Scotland N.V. acting as agent for the Company. They must submit a confirmation by
a participating institution, in which administration they are registered as holders of the shares,
that such shares are registered and will remain registered in its administration up to and
including the record date, whereupon the holder will receive an admission ticket for the General
Meeting of Shareholders. Holders of shares who wish to attend by proxy have to submit the proxy at
the same time. A participating institution is a bank or broker which according to the Dutch
Securities Depository Act (Wet giraal effectenverkeer) is a participating institution
(aangesloten instelling) of Nederlands Centraal Instituut voor Giraal Effectenverkeer B.V.
(Euroclear Nederland).
In connection with the General Meeting of Shareholders, the Company doesnt solicit proxies within
the United States.
Limitations on right to hold or vote Common shares
There are no limitations imposed by Dutch law or by the Articles of Association on the right of
non-resident owners to hold or vote the Common shares.
Common shares
For a description of Common shares, see page 176 under the heading Common shares and page 150
under the heading Consolidated statements of changes in equity of the 2010 Annual Report, which
is incorporated herein by reference.
Preference shares
For a description of Preference shares, see page 176 under the heading Preference shares and
pages 136 and 137 under the heading Preference Shares and the Stichting Preferente Aandelen
Philips of the 2010 Annual Report, 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. Furthermore for
more details on other transactions outside the normal course of business see the information on the
sale of NXP in note 11, entitled Other non-current financial assets, to the Group financial
statements on pages 174 and 175 of the 2010 Annual Report, which is incorporated herein by
reference.
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 general summary of certain material Dutch tax consequences for
holders of Common Shares that are non-residents of the Netherlands based on 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
77
Kingdom of the Netherlands (the U.S. 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 professional tax advisor.
With respect to a holder of Common Shares that is an individual who receives income or derives
capital gains from the Common Shares and this income received or capital gains derived are
attributable to past, present or future employment activities of such holder, the income of which
is taxable in the Netherlands, the Dutch tax position is not discussed in this summary.
Dividend 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%. Share
dividends paid out of the Companys paid-in share premium recognized for Netherlands tax purposes
are not subject to the above mentioned withholding tax. Share 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 U.S. Tax Treaty, a reduced rate may be applicable in
respect of dividends paid by the Company to a beneficial owner holding directly 10% or more of the
voting power of the Company, if such owner is a resident of the United States (as defined in the
U.S. Tax Treaty) and entitled to the benefits of the U.S. Tax Treaty.
Pursuant to Dutch anti-dividend stripping legislation, a holder of Common Shares who is the
recipient of dividends will generally not be considered the beneficial owner of the dividends if
(i) as a consequence of a combination of transactions, a person other than the recipient wholly or
partly benefits from the dividends; (ii) whereby such other person retains, directly or indirectly,
an interest similar to that in the Common Shares on which the dividends were paid; and (iii) that
other person is entitled to a credit, reduction or refund of dividend withholding tax that is less
than that of the recipient.
Dividends paid to qualifying exempt US pension trusts and qualifying exempt US organizations are
under certain conditions exempt from Dutch withholding tax under the U.S. Tax Treaty. Qualifying
exempt US pension trusts normally remain subject to withholding at the rate of 15% and are required
to file for a refund of the tax withheld. Only if certain conditions are fulfilled, such pension
trusts may be eligible for relief at source upon payment of the dividend. However, for qualifying
exempt US organizations no relief at source upon payment of the dividend is available; such exempt
US organizations should apply for a refund of the 15% withholding tax withheld.
The Company may, with respect to certain dividends received from qualifying non-Netherlands
subsidiaries, credit taxes withheld from those dividends against the Netherlands withholding tax
imposed on certain qualifying dividends that are redistributed by the Company, up to a maximum of
the lesser of:
|
|
3% of the amount of qualifying dividends redistributed by the Company; and |
|
|
|
3% of the gross amount of certain qualifying dividends received by the Company. |
The reduction is applied to the Dutch dividend withholding tax that the Company must pay to the
Dutch tax authorities and not to the Dutch dividend withholding tax that the Company must withhold.
Income and capital gains
Income and capital gains derived from the Common Shares by a non-resident individual or
non-resident corporate shareholder are generally not subject to Dutch income or corporation tax,
unless (i) such income and gains are attributable to a (deemed) permanent establishment or (deemed)
permanent representative in the Netherlands of the shareholder; or (ii) such income and capital
gains 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); or (iii) in case of a
non-resident individual, such individual derives income or capital gains from the Common Shares
that are taxable as benefits from miscellaneous activities in the Netherlands (resultaat uit
overige werkzaamheden, as defined in the Dutch Income Tax Act 2001), which includes the performance
of activities with respect to the ordinary shares that exceed regular portfolio management.
In general, a holder of Common Shares has a substantial participation if he holds either directly
or indirectly and either independently or jointly with his partner (as defined in the Dutch Income
Tax Act 2001), the ownership of, or certain other rights over, at least 5% of the total issued
share capital or total issued particular class of shares of the Company or rights to acquire
shares, whether or not already issued, that represent at any time 5% or more of the total issued
capital (or the total issued particular class of shares) or the ownership of certain profit
participating certificates that relate to 5% or more of the annual profit or to 5% or more of the
liquidation proceeds. A shareholder will also have a substantial participation in the
78
Company if one or more of certain relatives of the shareholder hold a substantial participation in
the Company. 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.
Estate and gift taxes
No estate, inheritance or gift taxes are imposed by the Netherlands on the transfer or deemed
transfer of Common Shares by way of gift by or on the death of a shareholder if, at the time of the
death of the shareholder or the gift of the Common Shares (as the case may be), such shareholder is
not a resident of the Netherlands.
Inheritance or gift taxes (as the case may be) are due, however, if such shareholder:
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 gift; 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 the gift (for Netherlands gift taxes only); or |
|
c) |
|
dies within 180 days after having made a gift, while being a resident or deemed resident of the
Netherlands at the moment of his death (for Netherlands gift taxes only). |
United States Federal Taxation
This section describes the material United States federal income tax consequences to a US
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 US 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 U.S. Tax Treaty. These laws and regulations are subject to change,
possibly on a retroactive basis.
If a partnership holds the Common Shares, the United States federal income tax treatment of a
partner will generally depend on the status of the partner and the tax treatment of the
partnership. A partner in a partnership holding the Common Shares should consult its tax advisor
with regard to the United States federal income tax treatment of an investment in the Common
Shares.
A US holder is defined as 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. |
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
non-corporate US holder,
dividends paid in taxable years beginning after December 31, 2002 and before January 1, 2013 that
constitute qualified dividend income will be taxable at a maximum tax rate of 15% provided that the
non-corporate 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
79
other United States corporations. The amount of the dividend distribution that a US holder must
include in its income will be the US dollar value of the Euro payments made, determined at the spot
Euro/US dollar rate on the date the dividend distribution is includible in its income, regardless
of whether the payment is in fact converted into US 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 a US holder converts the payment into US 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 U.S. Tax Treaty and
paid over to the Netherlands will be creditable or deductible against a US holders 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 U.S. 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, and depending on a
holders circumstances, will generally be either passive or general income for purposes of
computing the foreign tax credit allowable to the holder.
Taxation of Capital Gains
A US holder that sells or otherwise disposes of its Common Shares will recognize capital gain
or loss for United States federal income tax purposes equal to the difference between the US dollar
value of the amount that they realize and its tax basis, determined in US dollars, in its Common
Shares. Capital gain of a non-corporate US holder is generally taxed at preferential rates 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.
PFIC Rules
We do not believe that the Common Shares will be treated as stock of a passive foreign
investment company, or PFIC, for United States federal income tax purposes, but this conclusion is
a factual determination that is made annually and thus is subject to change. If we are treated as a
PFIC, unless a US holder elects to be taxed annually on a mark-to-market basis with respect to the
Common Shares, gain realized on the sale or other disposition of the Common Shares would in general
not be treated as capital gain. Instead a US holder would be treated as if he or she had realized
such gain and certain excess distributions ratably over the holding period for the Common Shares
and would be taxed at the highest tax rate in effect for each such year to which the gain was
allocated, in addition to which an interest charge in respect of the tax attributable to each such
year would apply. Any dividends received by a US holder will not be eligible for the special tax
rates applicable to qualified dividend income if we are treated as a PFIC with respect to such US
holder either in the taxable year of the distribution or the preceding taxable year, but instead
will be taxable at rates applicable to ordinary income and subject to the excess distribution
regime described above.
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 100 F Street, N.E., Room
1580, 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.
80
Item 11. Quantitative and qualitative disclosure about market risk
For the information required by this Item reference is made to note 33, Details of treasury
risks, to the Group financial statements on pages 196 through 198 of the 2010 Annual Report
incorporated herein by reference.
81
Item 12. Description of securities other than equity securities
Fees and Charges Payable by a Holder of New York Registry Shares
Citibank, N.A. as the US registrar, transfer agent, paying agent and shareholder servicing
agent (Agent) under Philips New York Registry Share program (the Program), collects fees for
delivery and surrender of New York Registry Shares directly from investors depositing ordinary
shares or surrendering New York Registry Shares for the purpose of withdrawal or from
intermediaries acting for them. The Agent collects fees for making distributions to investors by
deducting those fees from the amounts distributed or by selling a portion of the distributable
property to pay the fees.
The charges of the Agent payable by investors are as follows:
The New York Transfer Agent charges shareholders a fee of up to USD 5.00 per 100 shares for the
exchange of New York Registry shares for ordinary shares and vice versa.
Fees and Payments made by the Agent to Philips
The Agent has agreed to reimburse certain expenses of Philips related to the Program and
incurred by Philips in connection with the Program. In the year ended December 31, 2010 the Agent
reimbursed to Philips, or paid amounts on Philips behalf to third parties, a total sum of EUR
357,827.
The table below sets from the types of expenses that the Agent has agreed to reimburse and the
amounts reimbursed in the year ended December 31, 2010:
|
|
|
|
|
Category of Expense Reimbursed to Philips |
|
amount Reimbursed in the year ended December 31, 2010 |
|
in euros |
|
|
|
|
Program related expenses such as
investor relations activities, legal
fees and New York Stock
Exchange listing fees |
|
|
357,827 |
|
A portion of the issuance and
cancellation fees actually received
by the Agent from holders of New
York Registry Shares, net of
Program-related expenses already
reimbursed by the Agent to
Philips. |
|
|
|
|
|
|
|
|
Total |
|
|
357,827 |
|
|
The Agent has also agreed to waive certain fees for standard costs associated with the
administration of the program.
The table below sets forth those expenses that the Agent paid directly to third parties in the year
ended December 31, 2010.
|
|
|
|
|
Category of Expense paid directly to third parties |
|
amount in the year ended December 31, 2010 |
|
in euros |
|
|
|
|
Reimbursement of Settlement
Infrastructure Fees |
|
|
5,566 |
|
Reimbursement of Proxy Process
expenses |
|
|
6,554 |
|
Reimbursement of Legal Fee
expenses |
|
|
889 |
|
NYSE Listing Fee |
|
|
64,807 |
|
|
|
|
|
Total |
|
|
77,816 |
|
|
Under certain circumstances, including removal of the Agent or termination of the Program by
Philips, Philips is required to repay the Agent certain amounts reimbursed and/or expenses paid to
or on behalf of Philips.
82
Part 2
Item 13. Defaults, dividend arrearages and delinquencies
None.
Item 14. Material modifications to the rights of security holders and use of proceeds
None.
83
Item 15. Controls and procedures
Disclosure 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(e) and 15d-15(e) 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 as of December 31, 2010.
Internal control over financial reporting
The Managements report on internal control on pages 141 of the 2010 Annual Report are
incorporated herein by reference.
Report of independent registered public accounting firm
To the
Supervisory Board and Shareholders of Koninklijke Philips Electronics
N.V.:
We have audited the accompanying consolidated balance sheets of Koninklijke Philips Electronics
N.V. and subsidiaries as of December 31, 2010 and 2009, and the related consolidated statements of
income, comprehensive income, changes in equity, and cash flows for each of the years in the
three-year period ended December 31, 2010 included as Exhibit 15(b) to the Annual Report on Form
20-F. These consolidated financial statements are the responsibility of Koninklijke Philips
Electronics N.V.s management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all
material respects, the financial position of Koninklijke Philips Electronics N.V. and subsidiaries
as of December 31, 2010 and 2009, and the results of their operations and their cash flows for each
of the years in the three-year period ended December 31, 2010, in conformity with International
Financial Reporting Standards as issued by the International Accounting Standards Board.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), Koninklijke Philips Electronics N.V.s internal control over financial
reporting as of December 31, 2010, based on criteria established in Internal Control Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO),
and our report dated February 17, 2011 expressed an unqualified opinion on the effectiveness of the
Companys internal control over financial reporting.
/s/ KPMG ACCOUNTANTS N.V.
Amsterdam, The Netherlands
February 17, 2011
Changes in internal control over financial reporting
During the year ended December 31, 2010 there have been no changes in our internal control over
financial reporting that have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.
84
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 to pages 134 and 135 of the 2010 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 2010.
85
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 preapproving. 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 2010, 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 129 and 130
under the heading Report of the Audit Committee of the 2010 Annual Report.
Audit-Related Fees
The information required by this Item is incorporated by reference herein on pages 129 and 130
under the heading Report of the Audit Committee of the 2010 Annual Report. The percentage of
services provided is 11.3% of the total fees.
Tax Fees
The information required by this Item is incorporated by reference herein on pages 129 and 130
under the heading Report of the Audit Committee of the 2010 Annual Report. The percentage of
services provided is 2.0% of the total fees.
All Other Fees
The information required by this Item is incorporated by reference herein on pages 129 and 130
under the heading Report of the Audit Committee of the 2010 Annual Report. The percentage of
services provided is 6.4% of the total fees.
86
Item 16D. Exemptions from the Listing Standards for Audit Committees
Not applicable.
87
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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shares purchased as |
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amount of shares that |
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total number of |
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average price paid |
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part of publicly |
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may yet be purchased |
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Period |
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shares purchased |
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per share in EUR |
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announced programs |
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under the programs |
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January 2010 |
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879 |
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21.81 |
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February 2010 |
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March 2010 |
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1,914 |
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24.64 |
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April 2010 |
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6,936 |
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26.15 |
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May 2010 |
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5,027 |
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25.20 |
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June 2010 |
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481 |
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24.72 |
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July 2010 |
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August 2010 |
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September 2010 |
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October 2010 |
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November 2010 |
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December 2010 |
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15,237 |
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25.35 |
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In connection with the Companys share repurchase programs, shares which have been repurchased
and are held in treasury for (i) delivery upon exercise of options and convertible personnel
debentures and under restricted share programs and employee share purchase programs, and (ii)
capital reduction purposes, are accounted for as a reduction of shareholders equity. Treasury
shares are recorded at cost, representing the market price on the acquisition date. When issued,
shares are removed from treasury shares on a first-in, first-out (FIFO) basis. In 2010, Philips
acquired a total of 15,237 shares. A total of 39,572,400 shares were held in treasury by the
Company at December 31, 2010 (2009: 44,954,677 shares). As of that date, a total of 54,941,221
rights to acquire shares (under convertible personnel debentures, restricted share programs and
stock options) were outstanding (2009: 62,100,485).
Share repurchase programs for capital reduction purposes
On July 17, 2006, Philips announced a further EUR 1.5 billion share repurchase program which
was expanded to
EUR 4.0 billion on August 3, 2006. Philips completed EUR 2.4 billion of this program in 2006.
Philips planned to execute the remaining EUR 1.6 billion via a program using a second trading line
on Euronext Amsterdam, which started on January 22, 2007. Through this second trading line EUR 0.8
billion worth of shares were purchased in 2007. In December 2007, the Dutch parliament adopted an
amendment to Dutch tax legislation, effective January 1, 2008, that increased the amount that
companies may spend on repurchasing shares free of withholding tax. Subsequently, Philips announced
that it planned to repurchase EUR 5 billion worth of common Philips shares. As a consequence of
this new share repurchase program, which includes the portion of the second trading line program
that had yet to be completed, Philips terminated its second trading line. At the end of 2008 share
repurchases totaling EUR 3.3 billion, or two-thirds of the planned EUR 5.0 billion, had been
completed. Given the economic conditions in 2008, we announced on January 26, 2009 that, in line
with our prudent financial management, we would suspend the share repurchase program until further
notice.
For details on the share repurchase programs, reference is made to the information under the
heading Share repurchase programs for capital reduction purposes on page 239 of the 2010 Annual
Report and is incorporated herein by reference.
The 2010 General Meeting of Shareholders resolved to authorize the Board of Management, subject to
the approval of the Supervisory Board, to issue shares or
88
grant rights to acquire shares in the Company as well as to restrict or exclude the pre-emption
right accruing to shareholders until September 25, 2011. This authorization is limited to a maximum
of 10% of the number of shares issued as of March 25, 2010 plus 10% of the issued capital in
connection with or on the occasion of mergers and acquisitions.
Item 16F. Change in Registrants Certifying Accountant
Not applicable.
89
Item 16G. Corporate Governance
General
The corporate governance rules introduced by the
New York Stock Exchange (NYSE) allow foreign private
issuers, like Koninklijke Philips Electronics N.V. (Philips), to follow home country practices on most
corporate governance matters instead of those that
apply to US domestic issuers, provided that they
disclose any significant ways in which their
corporate governance practices differ from those
applying to listed domestic US companies under the
NYSE listing standards. A summary of significant differences
between certain provisions of the Code and the
corporate governance provisions applicable to US
companies under the NYSE listing standards appears
below.
Dutch corporate governance provisions
Philips is a company organized under Dutch law,
with its Common Shares listed on Euronext Amsterdam, and is
subject to the Dutch Corporate Governance Code of
December 10, 2008 (the Code). Philips New York
Registry Shares, representing Common Shares of
the Company, are listed on the NYSE.
The overall corporate governance structure of
Philips described on pages 131 through 138 under the
heading Corporate governance, the report on pages 123
through 124 under the heading Report of the
corporate governance and nomination & selection committee,
the report on pages 124 through 129 under the heading
Report of the remuneration committee and the report on
pages 129 through 130 under the heading Report of the
audit committee of the 2010 Annual Report are incorporated herein by reference .
Board structure
The NYSE listing standards prescribe regularly
scheduled executive sessions of nonexecutive directors. As a
Dutch company, Philips has a two-tier corporate
structure consisting of a Board of Management
consisting of executive directors under the
supervision of a Supervisory Board consisting
exclusively of nonexecutive directors. Members of the Board of
Management and other officers and employees cannot
simultaneously act as member of the Supervisory
Board. The Supervisory Board must approve specified
decisions of the Board of Management.
Independence of members of our Supervisory Board
Under the Code all members of the Supervisory
Board with the exception of not more than one person,
must be independent. The present members of our
Supervisory Board are all independent within the
meaning of the Code. The definitions of independence
under the Code, however, differ in their details from
the definitions of independence under the NYSE listing
standards. In some cases the Dutch requirements are
stricter than the NYSE listing standards and in other
cases the NYSE listing standards are the stricter of the two.
Committees of our Supervisory Board
Philips has established an Audit Committee, a
Remuneration Committee and a Corporate Governance and
Nomination & Selection Committee, consisting of members
of the Supervisory Board only. The roles,
responsibilities and composition of these committees
reflect the requirements of the Code, Philips
articles of association and Dutch law, which differ from the
NYSE listing standards in these respects. The role of
each committee is to advise the Supervisory Board and to prepare the decision-making of the Supervisory Board. In
principle, the entire Supervisory Board remains
responsible for its decisions even if they were
prepared by one of the Supervisory Boards
committees.
Dutch law
requires that the companys external auditors be
appointed at the general meeting and not by the Audit
Committee.
Equity compensation plans
Philips complies with Dutch legal requirements
regarding shareholder approval of equity compensation plans.
Dutch law does not require shareholder approval of
certain equity compensation plans for which the NYSE
listing standards would require such approval. Although
Philips is only subject to a requirement to seek shareholder
approval for equity compensation-plans for its members
of the Board of Management, the General Meeting of
Shareholders of Philips adopted, in 2003, a Long-Term
Incentive Plan consisting of a mix of restricted
shares and stock options for members of the Board of
Management, the Group Management Committee, Philips
Executives and other key employees.
90
Code of business conduct
The listing standards of the NYSE prescribe
certain parameters for listed company codes of
business conduct and ethics. Philips has implemented
the Philips General Business Principles applicable to all
employees and a Financial Code of Ethics applicable to
all employees performing an accounting or financial
function.
Waivers granted to Senior (Financial) Officers (as
defined in our Financial Code of Ethics) will be
disclosed. In 2010 Philips did not grant any waivers of the
Financial Code of Ethics.
General meeting
The articles of association of Philips provide
that there are no quorum requirements to hold a
general meeting, although certain shareholder
actions and certain resolutions may require a
quorum.
91
Part 3
Item 17. Financial statements
Not applicable.
Item 18. Financial Statements
See Item 8 Financial information.
92
Item 19. Exhibits
Index of exhibits
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Exhibit 1
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English translation of the Articles of Association of the Company (incorporated by reference to Exhibit 1 of the Companys Annual
Report on Form 20-F for the fiscal year ended December 31, 2008, File No. 001-05146-01). |
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Exhibit 2 (b) (1)
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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
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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). |
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Exhibit 4 (a)
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Employment contract between the
Company and G.J. Kleisterlee (incorporated by reference to Exhibit 4(a) of Companys Annual Report on Form 20-F for the fiscal year ended December 31, 2007, File No. 001-05146-01). |
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Exhibit 4 (b)
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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, 2009, File No. 001-5146-01). |
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Exhibit 4 (c)
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Employment contract between the Company and G. Dutiné. |
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Exhibit 4 (d)
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Employment contract between the Company and R.S. Provoost. |
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Exhibit 4 (e)
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Employment contract between the Company and A. Ragnetti. |
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Exhibit 4 (f)
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Employment contract between the Company and S. Rusckowski. |
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Exhibit 8
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List of Subsidiaries. |
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Exhibit 12 (a)
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Certification of G.J. Kleisterlee filed pursuant to 17 CFR 240. 13a-14(a). |
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Exhibit 12 (b)
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Certification of P-J. Sivignon filed pursuant to 17 CFR 240. 13a-14(a). |
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Exhibit 13 (a)
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Certification of G.J. Kleisterlee furnished pursuant to 17 CFR 240. 13a-14(b). |
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Exhibit 13 (b)
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Certification of P-J. Sivignon furnished pursuant to 17 CFR 240. 13a-14(b). |
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Exhibit 15 (a)
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Consent of independent registered public accounting firm. |
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Exhibit 15 (b)
|
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The Annual Report to Shareholders for 2010 is furnished hereby as an exhibit to the Securities and Exchange Commission for
information only. The Annual Report to Shareholders is not filed except for such specific portions that are expressly incorporated
by reference in this Report on Form 20-F. |
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Exhibit 15 (c)
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Description of industry terms. |
93
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.
KONINKLIJKE PHILIPS ELECTRONICS N.V.
(Registrant)
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/s/ G.J. Kleisterlee
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/s/ P-J. Sivignon |
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G.J. Kleisterlee
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P-J. Sivignon |
(President, Chairman of the Board of Management and the Group
Management Committee)
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(Executive Vice-President, Chief Financial Officer, member of the Board of
Management and the Group Management Committee) |
Date: February 18, 2011
94
Exhibits
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Exhibit 1
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English translation of the Articles of Association of the Company (incorporated by reference to Exhibit 1 of the Companys Annual
Report on Form 20-F for the fiscal year ended December 31, 2008, File No. 001-05146-01). |
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Exhibit 2 (b) (1)
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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
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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). |
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Exhibit 4 (a)
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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, 2007, File No. 001-05146-01).
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Exhibit 4 (b)
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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, 2009, File No. 001-5146-01). |
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Exhibit 4 (c)
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Employment contract between the Company and G. Dutiné. |
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Exhibit 4 (d)
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Employment contract between the Company and R.S. Provoost. |
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Exhibit 4 (e)
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Employment contract between the Company and A. Ragnetti. |
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Exhibit 4 (f)
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Employment contract between the Company and S. Rusckowski. |
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Exhibit 8
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List of Subsidiaries. |
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Exhibit 12 (a)
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Certification of G.J. Kleisterlee filed pursuant to 17 CFR 240. 13a-14(a). |
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Exhibit 12 (b)
|
|
Certification of P-J. Sivignon filed pursuant to 17 CFR 240. 13a-14(a). |
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Exhibit 13 (a)
|
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Certification of G.J. Kleisterlee furnished pursuant to 17 CFR 240. 13a-14(b). |
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|
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Exhibit 13 (b)
|
|
Certification of P-J. Sivignon furnished pursuant to 17 CFR 240. 13a-14(b). |
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Exhibit 15 (a)
|
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Consent of independent registered public accounting firm. |
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Exhibit 15 (b)
|
|
The Annual Report to Shareholders for 2010 is furnished hereby as an exhibit to the Securities and Exchange Commission for
information only. The Annual Report to Shareholders is not filed except for such specific portions that are expressly incorporated
by reference in this Report on Form 20-F. |
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Exhibit 15 (c)
|
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Description of industry terms. |
95