e6vk
2006-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
For the period commencing October 18, 2005 through January 23, 2006
KONINKLIJKE PHILIPS ELECTRONICS N.V.
(Exact name of registrant as specified in its charter)
Royal Philips Electronics
(Translation of registrants name into English)
The Netherlands
(Jurisdiction of incorporation or organization)
Breitner Center, Amstelplein 2, 1096 BC Amsterdam, The Netherlands
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover
Form 20-F or Form 40-F.
Form 20-F þ Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule101(b)(1): o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule101(b)(7): o
Indicate by check mark whether the registrant by furnishing the information contained in this Form
is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.
Yes o No þ
Name and address of person authorized to receive notices
and communications from the Securities and Exchange Commission:
A. Westerlaken
Koninklijke Philips Electronics N.V.
Amstelplein 2
1096 BC Amsterdam The Netherlands
This report comprises copy of the report on the performance of the Philips Group as well as copies
of the press releases entitled:
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Philips and Toppoly to form leading mobile display company, dated November 10, 2005; |
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Philips to merge its MDS business unit with Toppoly, dated November 10, 2005; |
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Philips opens global R&D center in Shanghai to develop ultra low cost mobiles, dated November 11, 2005; |
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Schering and Philips team up in new field of optical imaging for the prevention and treatment of breast cancer, dated
November 28, 2005; |
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Philips and NEC to form joint venture in business communications, dated November 28, 2005; |
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Philips completes acquisition of Agilents stake in Lumileds, dated November 29, 2005; |
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Frits Philips passed away at the age of 100, dated December 06, 2005 |
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Philips updates market on its Domestic Appliances and Personal Care (DAP) and its Lighting businesses, dated December 07,
2005; |
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Philips lowers its stake in LG.PHILIPS LCD, dated December 14, 2005; |
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Philips announces planned top management changes, dated December 15, 2005; |
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Philips to place its semiconductor business in a separate legal structure, dated December 15, 2005; |
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Philips writes off its book value for LG.Philips Displays, dated December 21, 2005; |
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Philips announces internal transfer of TSMC shares, dated December 28, 2005; |
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Philips transfers ownership of optical pick-up unit to Arima Devices, dated January 9, 2006; and |
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Philips to acquire personal emergency response company Lifeline Systems, Inc., dated January 19, 2006. |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf, by the undersigned, thereunto duly authorized at Amsterdam,
on the 23rd day of January 2006.
KONINKLIJKE PHILIPS ELECTRONICS N.V.
/s/ G.J. Kleisterlee
(President,
Chairman of the Board of Management)
/s/ P.J. Sivignon
(Chief Financial Officer,
Member of the Board of Management)
TABLE OF CONTENTS
Report on the performance of the Philips Group
Forward-looking
statements
This document contains certain forward-looking statements with respect to the financial condition,
results of operations and business of Philips and certain of the plans and objectives of Philips
with respect to these items (including, but not limited to, cost savings), in particular the
outlook paragraph in this report.
By their nature, forward-looking statements involve risk and uncertainty because they relate to
events and depend on circumstances that will occur in the future. There are a number of factors
that could cause actual results and developments to differ materially from those expressed or
implied by these forward-looking statements. These factors include, but are not limited to, levels
of consumer and business spending in major economies, changes in consumer tastes and preferences,
changes in law, the performance of the financial markets, pension costs, the levels of marketing
and promotional expenditures by Philips and its competitors, raw materials and employee costs,
changes in exchange and interest rates (in particular changes in the euro and the US dollar can
materially affect results), changes in tax rates and future business combinations, acquisitions or
dispositions and the rate of technological changes, political and military developments in
countries where Philips operates, the risk of a downturn in the semiconductor market, Philips
ability to secure short-term profitability and invest in long-term growth in Lighting and product
R&D in Medical Systems, and industry consolidation.
Statements regarding market share, including as to Philips competitive position, contained in this
document are based on outside sources such as specialized research institutes, industry and dealer
panels in combination with management estimates. Where information 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.
Use of
non-US GAAP information
In presenting and discussing the Philips Groups financial position, operating results and cash
flows, management uses certain non-US GAAP financial measures. These non-US GAAP financial measures
should not be viewed in isolation as alternatives to the equivalent US GAAP measure(s) and should
be used in conjunction with the most directly comparable US GAAP measure(s). A discussion of the
non-US GAAP measures included in this document and a reconciliation of such measures to the most
directly comparable US GAAP measure(s) are contained in this document.
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all amounts in millions of euros unless otherwise stated; data included are unaudited |
|
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financial reporting according to US GAAP unless otherwise stated |
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includes restatement of brand campaign to Unallocated |
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includes reclassification of MDS to discontinued operations |
Philips reports full-year net income of EUR 2,868 million
Fourth-quarter net income of EUR 332 million
Full-year net income increased to EUR 2,868 million (EUR 2.29 per share), compared to the EUR
2,836 million (EUR 2.22 per share) reported for 2004.
In-the-quarter net income amounted to EUR 332 million (EUR 0.28 per share), compared to net
income of EUR 498 million (EUR 0.39 per share) in the corresponding period of 2004, mainly
driven by incidental results from unconsolidated companies and the advancement of a tax charge
related to TSMC.
Full-year sales reached EUR 30,395 million, representing 4% comparable growth compared to 2004
sales of EUR 29,346 million, excluding sales of Mobile Display Systems, which has been treated
as a discontinued operation in both 2004 (EUR 973 million) and 2005 (EUR 653 million).
Fourth-quarter sales increased to EUR 9,518 million, 6% above Q4 2004. Adjusted for the upward
effect of currency movements and consolidation changes, comparable sales increased by 4%. All
five operating divisions contributed to the comparable sales growth, led by Medical Systems,
Semiconductors and Consumer Electronics.
Income from operations for full-year 2005 amounted to EUR 1,779 million, a EUR 193 million
increase compared with 2004. In Q4 2005, income from operations amounted to EUR 971 million,
compared to EUR 15 million in the same period of 2004. Q4 2004 included a non-cash impairment
charge of EUR 576 million for MedQuist. Q4 2005 showed significant improvement in income from
operations at Semiconductors and benefited from a EUR 187 million release of a provision for
post-retirement medical benefits, partly offset by charges of EUR 46 million relating to certain
billing issues at MedQuist.
In the quarter, financial income and expenses resulted in income of EUR 23 million, compared to
income of EUR 417 million in Q4 2004, which included a EUR 440 million gain on the sale of
shares in Vivendi Universal and ASML.
1
Income from unconsolidated companies decreased from EUR 198 million in Q4 2004 to a loss of EUR
70 million, mainly due to charges of EUR 458 million related to LG.Philips Displays.
Cash flow from operating activities of EUR 1,889 million was slightly higher than in Q4 2004.
Net inventories as a percentage of sales increased compared to Q4 2004, largely due to currency
effects.
Gerard Kleisterlee,
Philips President and CEO:
On the back of a strong product line-up, we accelerated growth and increased
profitability. We also executed our management agenda for the year, making Philips a more
focused group, able to deliver a consistent performance while continuing its transformation into
a market-driven healthcare, lifestyle and technology company.
With a clear view to creating shareholder value during 2005 we took measured steps, balancing
investment in growth with returning capital to shareholders. We initiated two share repurchase
programs alongside two acquisitions aimed at giving us a solid footing in the key emerging
growth markets of healthcare IT and solid-state lighting. We also put in place the right
fundamentals to create a more competitive Semiconductors business with our decision to create a
separate legal structure. We gained some good momentum this year, and are confident of meeting
our targets.
2
Philips Group
Highlights in the quarter
Net income
in millions of euros unless otherwise stated
|
|
|
|
|
|
|
|
|
|
|
Q4 |
|
|
Q4 |
|
|
|
2004 |
|
|
2005 |
|
|
|
|
Sales |
|
|
8,948 |
|
|
|
9,518 |
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
|
15 |
|
|
|
971 |
|
as a % of sales |
|
|
0.2 |
|
|
|
10.2 |
|
Financial income and expenses |
|
|
417 |
|
|
|
23 |
|
Income taxes |
|
|
(128 |
) |
|
|
(531 |
) |
Results unconsolidated companies |
|
|
198 |
|
|
|
(70 |
) |
Minority interests |
|
|
(3 |
) |
|
|
(4 |
) |
|
|
|
Income from continuing operations |
|
|
499 |
|
|
|
389 |
|
Discontinued operations |
|
|
(1 |
) |
|
|
(57 |
) |
|
|
|
|
Net income |
|
|
498 |
|
|
|
332 |
|
Per common share basic |
|
|
0.39 |
|
|
|
0.28 |
|
Net income
|
|
Net income totaled EUR 332 million, compared with EUR 498 million in Q4 2004. A
strong increase in income from operations was offset by lower results from unconsolidated
companies (including a EUR 458 million charge for LG.Philips Displays) and higher income
taxes, due to the
advancement of a tax charge of EUR 240 million in connection with the intra-group transfer of
TSMC shares. |
Sales by sector
in millions of euros unless otherwise stated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Q4 |
|
|
Q4 |
|
|
% change |
|
|
|
2004 |
|
|
2005 |
|
|
nominal |
|
|
comparable |
|
|
|
|
Medical Systems |
|
|
1,790 |
|
|
|
2,029 |
|
|
|
13 |
|
|
|
8 |
|
DAP |
|
|
745 |
|
|
|
787 |
|
|
|
6 |
|
|
|
3 |
|
CE |
|
|
3,340 |
|
|
|
3,469 |
|
|
|
4 |
|
|
|
6 |
|
Lighting |
|
|
1,265 |
|
|
|
1,346 |
|
|
|
6 |
|
|
|
1 |
|
Semiconductors |
|
|
1,123 |
|
|
|
1,327 |
|
|
|
18 |
|
|
|
9 |
|
Other Activities |
|
|
685 |
|
|
|
560 |
|
|
|
(18 |
) |
|
|
(16 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Philips Group |
|
|
8,948 |
|
|
|
9,518 |
|
|
|
6 |
|
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
|
Sales by sector
|
|
Nominal sales for the Group increased 6% compared to Q4
2004. Adjusted for the upward effect of currency movements
and consolidation changes, comparable sales increased 4%. |
|
|
|
Medical Systems 8% comparable growth was driven by
double-digit growth in Computed Tomography, Ultrasound,
Nuclear Medicine, Cardiac & Monitoring Systems and X-ray. |
|
|
|
Within DAP, growth was driven by Shaving & Beauty (new
SmartTouch shavers) and Food & Beverage (PerfectDraft and
Senseo). Oral Healthcare sales declined. |
|
|
|
Consumer Electronics 6% comparable growth was fueled by
Connected Displays, particularly Flat Displays. |
|
|
|
Comparable sales at Lighting grew 1%, mainly driven by the
Automotive, Special Lighting & UHP business. Lamps sales
remained flat. The consolidation of Lumileds at the end of
November added 1% to nominal growth. |
|
|
|
All product groups of Semiconductors contributed to the 9%
comparable sales increase, led by Mobile & Personal. |
|
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|
The decline in Other Activities sales was mainly due to
Corporate Investments, partly as a consequence of divestments
(downward effect 23%). |
Sales per region
in millions of euros unless otherwise stated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Q4 |
|
|
Q4 |
|
|
% change |
|
|
|
2004 |
|
|
2005 |
|
|
nominal |
|
|
comparable |
|
|
|
|
Europe/Africa |
|
|
4,251 |
|
|
|
4,141 |
|
|
|
(3 |
) |
|
|
(1 |
) |
North America |
|
|
2,111 |
|
|
|
2,382 |
|
|
|
13 |
|
|
|
9 |
|
Latin America |
|
|
461 |
|
|
|
598 |
|
|
|
30 |
|
|
|
9 |
|
Asia Pacific |
|
|
2,125 |
|
|
|
2,397 |
|
|
|
13 |
|
|
|
8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Philips Group |
|
|
8,948 |
|
|
|
9,518 |
|
|
|
6 |
|
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
|
Sales per region
|
|
All regions except Europe showed strong comparable sales growth, led by Latin
America, where all five operating divisions increased sales. The decline in sales in Europe
was due to Other Activities and Semiconductors. In North America, comparable sales were up 9%,
driven largely by Consumer Electronics. All divisions in Asia Pacific
reported an increase in comparable sales, with double-digit growth at Medical
Systems, Lighting and Semiconductors. |
3
|
|
Comparable sales growth in Brazil, Russia, India
and China (the BRIC countries) was extremely strong
at 23% in the quarter. |
Income (loss) from operations by sector
in millions of euros unless otherwise stated
|
|
|
|
|
|
|
|
|
|
|
Q4 |
|
|
Q4 |
|
|
|
2004 |
|
|
2005 |
|
|
|
|
Medical Systems |
|
|
(353 |
) |
|
|
267 |
|
DAP |
|
|
156 |
|
|
|
167 |
|
CE |
|
|
270 |
|
|
|
234 |
|
Lighting |
|
|
151 |
|
|
|
157 |
|
Semiconductors |
|
|
48 |
|
|
|
176 |
|
Other Activities |
|
|
(89 |
) |
|
|
24 |
|
Unallocated |
|
|
(168 |
) |
|
|
(54 |
) |
|
|
|
|
Philips Group |
|
|
15 |
|
|
|
971 |
|
as a % of sales |
|
|
0.2 |
|
|
|
10.2 |
|
|
|
|
Income from operations
|
|
Income from operations improved by EUR 956 million
compared to Q4 2004, mainly due to that quarters EUR 576
million MedQuist impairment and EUR 133 million Volumetrics
settlement. Q4 2005 benefited from the release of a EUR 187
million provision for post-retirement medical benefits, which
was triggered by a change in Dutch law. This was partly
offset by a EUR 46 million charge related to certain billing
issues at MedQuist. |
|
|
|
Income from operations at Medical Systems (excluding
MedQuist and Q4 2004s Volumetrics settlement) declined EUR
26 million due to a regional shift in sales and the impact of
Stentor acquisition charges and related revenue delays. |
|
|
|
DAPs income from operations improved EUR 11 million,
driven mainly by increased sales. |
|
|
|
Excluding Optical Licenses, CEs income from operations
improved by EUR 117 million due to lower restructuring
charges, better operational performance and the business
renewal program. Optical Licenses income was EUR 153 million
below the level of Q4 2004 due to lower past-use settlements. |
|
|
|
Lightings profitability, excluding impairment and
restructuring charges, declined due to lower gross margins
(related to weaker demand for UHP products) and higher
expenditure on innovation. |
|
|
At Semiconductors, profitability improved considerably due to
higher sales, improved gross margins, better utilization and
benefits of the business renewal program. |
|
|
Other Activities improved on the back of EUR 76 million
income from operations from Real Estate and a EUR 42 million
gain on the sale of the Philips Pension Competence Center. |
|
|
Income from operations in the sector Unallocated
improved by EUR 114 million, largely due to a gain of EUR 116
million, part of a total EUR 187 million release of a
provision relating to post-retirement medical benefits. |
4
Financial income and expenses
in millions of euros
|
|
|
|
|
|
|
|
|
|
|
Q4 |
|
|
Q4 |
|
|
|
2004 |
|
|
2005 |
|
|
|
|
Interest expenses (net) |
|
|
(62 |
) |
|
|
(42 |
) |
|
|
|
|
|
|
|
|
|
Income from non-current
financial assets |
|
|
2 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
Gain on sale of shares
ASML/Vivendi |
|
|
440 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
37 |
|
|
|
64 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
417 |
|
|
|
23 |
|
|
|
|
Financial income and expenses
|
|
Financial income and expenses resulted in income of EUR
23 million. The increase in the fair value of the option on
the TPV convertible bond was EUR 53 million, while net
interest expense decreased EUR 20 million due to the lower
net debt. |
|
|
|
In Q4 2004, financial income and expenses included a
gain of EUR 440 million on the sale of shares in Vivendi
Universal and ASML, as well as an amount of EUR 46 million
for interest on prior-year tax settlements. |
Results unconsolidated companies
in millions of euros
|
|
|
|
|
|
|
|
|
|
|
Q4 |
|
|
Q4 |
|
|
|
2004 |
|
|
2005 |
|
|
|
|
LG.Philips LCD: Operational |
|
|
14 |
|
|
|
101 |
|
Sale of shares |
|
|
|
|
|
|
211 |
|
|
|
|
|
|
|
|
|
|
LG.Philips Displays: Operational |
|
|
25 |
|
|
|
(5 |
) |
Restructuring |
|
|
(30 |
) |
|
|
(3 |
) |
Impairment |
|
|
(84 |
) |
|
|
(416 |
) |
Guarantee |
|
|
|
|
|
|
(42 |
) |
Others |
|
|
273 |
|
|
|
84 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
198 |
|
|
|
(70 |
) |
|
|
|
Results relating to unconsolidated companies
|
|
Results relating to unconsolidated companies were EUR 268 million lower than in
Q4 2004, due to charges relating to LG.Philips Displays: EUR 416 million impairment and EUR 42
million for liabilities arising under the guarantee provided to
LG.Philips Displays banks. A further reduction in the shareholding in LG.Philips LCD
resulted in a EUR 211 million non-taxable gain. Q4 2004 results included a non-taxable gain
of EUR 151 million on the sale of shares in Atos Origin. |
5
Cash balance
in millions of euros
|
|
|
|
|
|
|
|
|
|
|
Q4 |
|
|
Q4 |
|
|
|
2004 |
|
|
2005 |
|
|
|
|
Beginning balance |
|
|
1,610 |
|
|
|
4,344 |
|
|
Net cash from operating activities |
|
|
1,882 |
|
|
|
1,889 |
|
Gross capital expenditures |
|
|
(397 |
) |
|
|
(320 |
) |
Acquisitions/divestments |
|
|
526 |
|
|
|
(210 |
) |
Other cash from investing activities |
|
|
936 |
|
|
|
124 |
|
Changes in debt/other |
|
|
(259 |
) |
|
|
(548 |
) |
Cash provided by discontinued
operations |
|
|
51 |
|
|
|
14 |
|
|
|
|
|
Ending balance |
|
|
4,349 |
|
|
|
5,293 |
|
|
|
|
Cash balance
|
|
The EUR 949 million increase in the cash balance during
the quarter was driven by a strong operational cash flow. |
|
|
|
The cash inflow from the sale of shares in LG.Philips
LCD (EUR 615 million) was more than offset by the cash
outflow for the acquisition of Lumileds (EUR 788 million). |
|
|
|
In Q4 2004, cash from investing activities included
proceeds of EUR 552 million from the sale of shares in Atos
Origin and of EUR 883 million for ASML and Vivendi Universal. |
|
|
|
The share repurchase program and other treasury stock
transactions led to a cash outflow of EUR 725 million. |
Cash flows from operating activities
|
|
Cash flows from operating activities were on par with Q4
2004, again driven by a decrease in working capital. |
|
|
|
At a business level, improvement was visible across most
divisions. Consumer Electronics, while the largest
contributor in the quarter, reported lower cash flow due to a
reduction in (past-use) Optical License income. |
Gross capital expenditures
|
|
Gross capital expenditures amounted to EUR 320 million, compared to EUR 397
million in Q4 2004. The EUR 77 million decrease was visible across all divisions. |
6
Inventories
|
|
Inventories as a percentage of sales amounted to 11.4%,
compared to 10.7% in Q4 2004, largely due to currency
effects. |
|
|
|
The consolidation of Lumileds added 0.1% of sales to the
2005 inventory level. |
Net debt and group equity
|
|
Mainly as a result of the increase in the cash balance
during the quarter, net debt decreased by EUR 806 million. |
|
|
|
Group equity increased EUR 133 million. The positive
impact of net income and currency translation differences
more than offset the equity decrease due to the share
repurchase program. |
Employment
|
|
During Q4, the number of employees decreased by 1,870
despite the consolidation of Lumileds, which added 1,743
employees. |
|
|
|
Compared to Q4 2004, the number of employees declined by
2,360. Decreases at Consumer Electronics and Other Activities
(mainly due to ongoing divestments) more than offset higher
employee numbers at Lighting (Lumileds consolidation).
Semiconductors and DAP also posted an increase. |
7
Medical Systems
Medical Systems: key data
in millions of euros unless
otherwise stated
|
|
|
|
|
|
|
|
|
|
|
Q4 |
|
|
Q4 |
|
|
|
2004 |
|
|
2005 |
|
|
|
|
Sales |
|
|
1,790 |
|
|
|
2,029 |
|
Sales growth |
|
|
|
|
|
|
|
|
% nominal |
|
|
(1 |
) |
|
|
13 |
|
% comparable |
|
|
4 |
|
|
|
8 |
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations |
|
|
(353 |
) |
|
|
267 |
|
as a % of sales |
|
|
(19.7 |
) |
|
|
13.2 |
|
|
|
|
|
|
|
|
|
|
Net operating capital (NOC) |
|
|
2,862 |
|
|
|
3,400 |
|
|
|
|
|
|
|
|
|
|
Number of employees (FTEs) |
|
|
30,790 |
|
|
|
30,978 |
|
Business highlights
|
|
Schering and Philips formed a strategic alliance to develop
contrast agents and medical equipment for the emerging
optical imaging market. Optical imaging has the potential to
offer a more precise, patient-friendly way to screen and
manage breast cancer. |
|
|
Philips negotiated a EUR 173 million, 15-year contract to
manage equipment and services with a major public healthcare
provider in the United Kingdom. |
|
|
In the 2005 IMV ServiceTrak survey, customers ranked Philips
No. 1 in service in patient monitoring for the 7th year in a
row, and No. 1 for service and manufacturer performance in
Ultrasound All Systems for the 13th successive year. |
|
|
Philips iSite® was ranked the No. 1 picture archiving and
communication system (PACS) vendor for acute care facilities
with more than 200 beds in the USA (2005 KLAS PACS Report). |
Financial performance
|
|
Order intake for equipment remained very strong, with
double-digit growth compared to Q4 2004 on a
currency-comparable basis. Excluding the 15-year contract
mentioned above, the comparable growth in order intake was
15%, driven by all businesses. Order intake for the new
iSite® PACS from Stentor more than doubled. |
|
|
Sales were strong compared to Q4 2004, showing comparable
growth of 8%. This was driven by double-digit growth in
Computed Tomography, Nuclear Medicine, Cardiac & Monitoring
Systems, Ultrasound and X-ray. From a
geographic perspective, sales were particularly strong in Latin America and
Asia Pacific. |
|
|
Income from operations included a loss of EUR 66
million for MedQuist, of which EUR 46 million was due
to (expected) customer accommodation payments related
to the billing issue. The Q4 2004 result included a
EUR 576 million impairment charge for MedQuist and a
EUR 133 million net settlement payment to
Volumetrics. |
8
|
|
After adjusting for the above MedQuist and Volumetrics charges, income from operations
decreased by EUR 26 million compared to Q4 2004. Additional sales-driven income was more than
offset by a lower margin percentage, mainly attributable to the following: |
|
(a) |
|
Rapid revenue growth in Asia Pacific, Latin America and other emerging markets,
as well as a change in sales mix between equipment and service, negatively affected
profitability. |
|
|
(b) |
|
To continue the double-digit order growth, R&D investment was increased compared
to Q4 2004, specifically in the areas of molecular medicine and new sensor technologies. |
|
|
(c) |
|
The Stentor acquisition charges and related revenue delays had a negative impact
of approximately EUR 10 million. |
Looking ahead
|
|
Based on its strong order intake and high demand for its
iSite® IT solution, the division is well positioned for
further growth. |
|
|
Increased focus on operational effectiveness will bring the
division back on track to expand margins. |
9
Domestic Appliances and Personal Care
|
|
|
|
|
|
|
|
|
DAP: key data |
|
|
|
|
|
|
in millions of euros unless otherwise stated |
|
|
|
|
|
|
|
|
Q4 |
|
|
Q4 |
|
|
|
2004 |
|
|
2005 |
|
|
|
|
Sales |
|
|
745 |
|
|
|
787 |
|
Sales growth |
|
|
|
|
|
|
|
|
% nominal |
|
|
(1 |
) |
|
|
6 |
|
% comparable |
|
|
2 |
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
|
156 |
|
|
|
167 |
|
as a % of sales |
|
|
20.9 |
|
|
|
21.2 |
|
|
|
|
|
|
|
|
|
|
Net operating capital (NOC) |
|
|
393 |
|
|
|
370 |
|
|
|
|
|
|
|
|
|
|
Number of employees (FTEs) |
|
|
8,205 |
|
|
|
8,203 |
|
Business highlights
|
|
The Shavers business unit entered into a partnership with the Williams Formula 1 team to become its Male Shaving partner in 2006. |
|
|
|
Germanys leading consumer report magazine, Stiftung Warentest, ranked Philips SmartTouch-XL the best shaver on the market
and the Coolskin the most gentle on skin. |
Financial performance
|
|
Comparable sales increased 3% compared to Q4 2004, driven by Shaving & Beauty (new SmartTouch/Speed-XL shavers) and Food
& Beverage (PerfectDraft and Senseo). Home Environment Care sales grew, while Oral Healthcare sales declined. |
|
|
|
On a regional basis, sales showed double-digit growth in Asia, Eastern Europe and Latin America. |
|
|
|
Income from operations increased EUR 11 million compared to Q4 2004, driven by higher sales. |
|
|
|
For the full year, comparable sales growth reached 6%, delivering profitability of 16.3%, just above DAPs annual target. |
|
|
|
Cash flow before financing activities increased due to improvements in working capital. |
Looking ahead
|
|
The focus will be on maintaining the 15 16% operating margin and achieving 7% comparable sales growth by
bringing innovative products to the market. |
|
|
|
DAP will continue to invest in the start-up of its Consumer Health & Wellness business. |
10
Consumer Electronics
|
|
|
|
|
|
|
|
|
Consumer Electronics: key data |
|
|
|
|
|
|
in millions of euros unless otherwise stated |
|
|
|
|
|
|
|
|
Q4 |
|
|
Q4 |
|
|
|
2004 |
|
|
2005 |
|
|
|
|
Sales |
|
|
3,340 |
|
|
|
3,469 |
|
Sales growth
|
% nominal |
|
|
9 |
|
|
|
4 |
|
% comparable |
|
|
11 |
|
|
|
6 |
|
|
|
|
|
|
|
|
|
|
IFO excl. Optical Licenses |
|
|
53 |
|
|
|
170 |
|
IFO Optical Licenses |
|
|
217 |
|
|
|
64 |
|
|
|
|
Total income from operations |
|
|
270 |
|
|
|
234 |
|
as a % of sales |
|
|
8.1 |
|
|
|
6.7 |
|
|
|
|
|
|
|
|
|
|
Net operating capital (NOC) |
|
|
(161 |
) |
|
|
(296 |
) |
|
|
|
|
|
|
|
|
|
Number of employees (FTEs) |
|
|
16,993 |
|
|
|
15,537 |
|
Business highlights
|
|
Philips announced partnerships with BT in the United Kingdom, Canal+ in France and UPC in the Netherlands to boost the
take-up of high-definition television in Europe. |
|
|
|
On the heels of the Ambilight 2 being named Product of the Year by the US magazine Electronic House, Philips unveiled the
Ambilight Full Surround Flat TV at the 2006 Consumer Electronics Show (CES) in Las Vegas. |
|
|
|
At CES, Philips announced that it has teamed up with Microsoft to introduce a new voice-over-internet-protocol (VOIP) phone. |
Financial performance
|
|
Sales at Consumer Electronics (excluding Optical Licenses) outperformed Q4 2004 by 11% on a comparable basis,
strongly driven by Connected Displays (particularly Flat Displays). From a geographic perspective, all regions
posted growth, particularly North America and Latin America. |
|
|
|
Excluding Optical Licenses, income improved by EUR 117 million, driven by all businesses. The improvement was due
to better operational performance, lower restructuring charges and ongoing benefits of the business renewal
program. Restructuring charges totaled EUR 18 million, EUR 61 million lower than in Q4 2004. |
|
|
|
Optical Licenses income from operations amounted to EUR 64 million (including EUR 19 million past-use license
income). Income in Q4 2004 was driven by past-use settlements totaling EUR 141 million. |
|
|
|
Net operating capital reached a record low, driven by the asset-light and outsourcing strategy. |
Looking ahead
|
|
By year-end 2005, run-rate savings from CEs business renewal
program amounted to EUR 450 million. Further savings will be
realized in 2006. |
|
|
|
CE is on track to maintain profitability within its targeted
bandwidth of 4 4.5% in 2006. In 2005, the profitability of
CE (excluding restructuring and the gain on the TPV deal) was
4.2%. |
11
Lighting
|
|
|
|
|
|
|
|
|
Lighting: key data |
|
|
|
|
|
|
in millions of euros unless otherwise stated |
|
|
|
|
|
|
|
|
Q4 |
|
|
Q4 |
|
|
|
2004 |
|
|
2005 |
|
|
|
|
Sales |
|
|
1,265 |
|
|
|
1,346 |
|
Sales growth |
|
|
|
|
|
|
|
|
% nominal |
|
|
2 |
|
|
|
6 |
|
% comparable |
|
|
6 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
|
151 |
|
|
|
157 |
|
as a % of sales |
|
|
11.9 |
|
|
|
11.7 |
|
|
|
|
|
|
|
|
|
|
Net operating capital (NOC) |
|
|
1,493 |
|
|
|
2,491 |
|
|
|
|
|
|
|
|
|
|
Number of employees (FTEs) |
|
|
44,004 |
|
|
|
45,649 |
|
Business highlights
|
|
In November, Philips completed the acquisition of Agilents stake in Lumileds an industry leader in the fast-growing high-power LED
market. |
|
|
|
At the Consumer Electronics Show in Las Vegas, Philips showcased its ClearLCD TV, which features the award-winning Aptura LCD
backlighting technology. Shipments of ClearLCD will begin in Q1 2006. |
|
|
|
Toyota chose Philips as its preferred lighting solutions supplier for 300 European showrooms that are being restyled for its Lexus range. |
Financial performance
|
|
Including the 1% positive effect of the consolidation of Lumileds, sales increased 6% compared to Q4 2004, driven by all businesses. |
|
|
|
Discounting a 4% favorable currency effect, comparable sales increased 1%. Lamps sales remained flat compared to Q4 2004. The
lower number of working days compared to Q4 2004 negatively affected sales. |
|
|
|
Profitability adjusted for impairment and restructuring charges decreased due to lower gross margin (resulting from weak
demand for UHP applications), higher expenditure on innovation, and purchase-accounting charges related to the consolidation of
Lumileds. |
|
|
|
The consolidation of Lumileds increased net operating capital by EUR 884 million, EUR 33 million of which was inventory. Excluding
the latter, inventories decreased EUR 29 million in the quarter. |
Looking ahead
|
|
The current higher level of R&D spending will be maintained,
primarily in LCD backlighting, with product deliveries
beginning to ramp up in Q1 2006. |
|
|
|
The division will further drive profitable growth through its
consolidation of Lumileds. In 2006, the consolidation of
Lumileds will have a negative impact of approximately EUR 44
million due to purchase-accounting-related amortizations. |
12
Semiconductors
|
|
|
|
|
|
|
|
|
Semiconductors: key data |
|
|
|
|
|
|
in millions of euros unless otherwise stated |
|
|
|
|
|
|
|
|
Q4 |
|
|
Q4 |
|
|
|
2004 |
|
|
2005 |
|
|
|
|
Sales |
|
|
1,123 |
|
|
|
1,327 |
|
Sales growth |
|
|
|
|
|
|
|
|
% nominal |
|
|
(2 |
) |
|
|
18 |
|
% comparable |
|
|
0 |
|
|
|
9 |
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
|
48 |
|
|
|
176 |
|
as a % of sales |
|
|
4.3 |
|
|
|
13.3 |
|
|
|
|
|
|
|
|
|
|
Net operating capital (NOC) |
|
|
2,520 |
|
|
|
2,363 |
|
|
|
|
|
|
|
|
|
|
Number of employees (FTEs) |
|
|
32,580 |
|
|
|
35,637 |
|
Business highlights
|
|
Philips announced it will set up a separate legal structure
for Semiconductors to pursue strategic options to strengthen
its long-term performance. |
|
|
|
Philips introduced its first TV-on-Mobile chipset for the US
market based on the industry DVB-H standard, which enables
consumers to receive live broadcast TV on their cell phones. |
|
|
|
The division introduced the first FlexRay integrated
controller for in-vehicle networking systems for advanced
chassis applications. FlexRay will enter the market in 2006
high-end European vehicles. |
|
|
|
Philips secure contactless smart cards were selected for New
Zealands new electronic passports, bringing Philips
e-passport wins to 75% of total worldwide projects. |
|
|
|
Semiconductors launched a Universal Mobile Access Nexperia
solution allowing US consumers to switch seamlessly between
WiFi/Voice-over-IP and GSM networks. |
Financial performance
|
|
Sales increased by 18% on a nominal basis and 9% on a comparable basis. Growth was visible in all segments, led by Mobile & Personal.
Sequentially, sales grew by 8% in US dollar terms. |
|
|
|
Reflecting seasonality, the book-to-bill ratio declined from 1.09 at the end of Q3 to 0.96 at the end of Q4. |
|
|
|
The utilization rate improved to 83%, compared with 81% in both Q3 2005 and Q4 2004. |
|
|
|
Income from operations was EUR 176 million, thanks to higher sales and better utilization, supported by the ongoing business renewal
program. It also included an amount of EUR 17 million due to the release of a provision for post-retirement medical benefits. |
|
|
|
Net operating capital decreased to EUR 2,363 million due to lower fixed assets and stable working capital, despite the higher sales level. |
Looking ahead
|
|
A high-single-digit sequential sales decline in US dollar terms is expected in Q1 2006 due to seasonality. |
|
|
|
The division will continue the implementation of its business renewal plan. |
|
|
|
Semiconductors will incur certain costs related to the set-up of a separate legal structure for the division. |
13
Other Activities
|
|
|
|
|
|
|
|
|
Other Activities: key data |
|
|
|
|
|
|
in millions of euros unless otherwise stated |
|
|
|
|
|
|
|
|
Q4 |
|
|
Q4 |
|
|
|
2004 |
|
|
2005 |
|
|
|
|
Sales |
|
|
685 |
|
|
|
560 |
|
Sales growth |
|
|
|
|
|
|
|
|
% nominal |
|
|
3 |
|
|
|
(18 |
) |
% comparable |
|
|
19 |
|
|
|
(16 |
) |
|
|
|
|
|
|
|
|
|
IFO Corporate Technologies |
|
|
(92 |
) |
|
|
(45 |
) |
IFO Corp. Investments and others |
|
|
3 |
|
|
|
69 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations |
|
|
(89 |
) |
|
|
24 |
|
as a % of sales |
|
|
(13.0 |
) |
|
|
4.3 |
|
|
|
|
|
|
|
|
|
|
Net operating capital (NOC) |
|
|
117 |
|
|
|
272 |
|
|
|
|
|
|
|
|
|
|
Number of employees (FTEs) |
|
|
23,869 |
|
|
|
19,050 |
|
Business highlights
|
|
For the third consecutive year, the World Intellectual Property Organization ranked Philips No. 1 in terms of patent filings. |
|
|
|
The Industrie Forum Design Hannover one of Europes most renowned design centers awarded iF design awards to 19
Philips products out of 1800 entries from 30 countries in the 2006 competition. |
|
|
|
InterTrust the Digital Rights Management (DRM) company in which Philips has a stake entered into a long-term licensing
agreement with Vodafone that is expected to speed up adoption of DRM in the mobile market. |
Financial performance Corporate Technologies
|
|
The ongoing expenses for Corporate Technologies included investments in technology incubators in line with the Companys overall
innovation program. |
|
|
|
In Q4 2004, income from operations was impacted by closure of the LCoS activity, which resulted in a total loss of EUR 34 million. |
Financial performance Corp. Investments/others
|
|
Corporate Investments posted a loss from operations of EUR 13 million, compared to a profit of EUR 18 million in Q4
2004. Operational issues at several businesses, now largely resolved, coupled with restructuring and impairment charges
of EUR 13 million, account for this deterioration. |
|
|
|
Operational issues at Optical Storage contributed to a sales decline of 10% compared to Q4 2004. This resulted in a EUR
17 million deterioration in income from operations compared to Q4 2004. |
|
|
|
Income from operations from Real Estate amounted to EUR 76 million compared to a loss of EUR 8 million in Q4 2004. |
|
|
|
The sale of the Philips Pension Competence Center (announced in Q2 2005) resulted in a gain of EUR 42 million in Q4 2005. |
|
|
|
Income from operations for Other Activities as a whole included an amount of EUR 21 million due to the release of a
provision for post-retirement medical benefits. |
Looking ahead
|
|
Further execution of the divestment program is expected in 2006.
|
14
Unallocated
|
|
|
|
|
|
|
|
|
Unallocated: key data |
|
|
|
|
|
|
in millions of euros unless otherwise stated |
|
|
|
|
|
|
|
|
Q4 |
|
|
Q4 |
|
|
|
2004 |
|
|
2005 |
|
|
|
|
Corporate and regional overheads |
|
|
(93 |
) |
|
|
(92 |
) |
|
|
|
|
|
|
|
|
|
Global brand campaign |
|
|
(47 |
) |
|
|
(54 |
) |
|
|
|
|
|
|
|
|
|
Pensions/postretirement benefit costs |
|
|
(28 |
) |
|
|
92 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations |
|
|
(168 |
) |
|
|
(54 |
) |
|
|
|
|
|
|
|
|
|
Number of employees (FTEs) |
|
|
2,609 |
|
|
|
2,392 |
|
Business highlights
|
|
Using an online supplier management tool called eSourcing,
Philips further improved its sourcing processes in Q4 by more
than tripling its volume of online purchasing compared with
Q3 2005. Through eSourcing, Philips can open up an online
bidding process to suppliers for specific projects. |
|
|
|
As an official sponsor of the 2006 FIFA World
Cup, Philips marked the occasion of the Official
Final Draw in December with celebratory activities in Paris,
Amsterdam, Hamburg, Leipzig and São Paulo. |
|
|
|
The Dutch Association of Investors in Sustainable Development
(VBDO) named Philips Sustainability Report 2004 best in
class among Dutch large-cap companies. |
Financial performance
|
|
Corporate and regional overhead costs were slightly below the level of Q4 2004. |
|
|
|
Spending on the brand campaign was in line with expectations. The full-year spend was EUR 138 million. |
|
|
|
Pension costs included EUR 116 million from a total provision release of EUR 187 million. The latter was triggered
by a change in Dutch law relating to the treatment of medical insurance costs. |
Looking ahead
|
|
Spending on the brand campaign will be at a similar level, and will follow a similar seasonal pattern, to 2005. |
|
|
|
In 2006, pension costs for the Philips Group are expected to be approximately EUR 220 million, of which
approximately EUR 80 million will be in the sector Unallocated. |
15
Highlights full-year 2005
The year 2005
|
|
Sales in 2005 amounted to EUR 30,395 million, up 4% compared with 2004 on both a nominal and a comparable basis. The growth was mainly driven by Medical Systems and DAP. |
|
|
|
Income from operations amounted to EUR 1,779 million in 2005, compared with EUR 1,586 million in 2004. |
|
|
|
Net income amounted to EUR 2,868 million, including EUR 1,778 million from the sale of financial holdings (TSMC, LG.Philips LCD, NAVTEQ, Atos Origin, Great Nordic). |
|
|
|
Positive cash flow from operating activities of EUR 2.1 billion; negative net debt (positive net cash) at year-end. |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
in millions of euros |
|
|
|
|
|
|
|
|
|
|
|
2003 |
|
|
2004 |
|
|
2005 |
|
|
|
|
Sales |
|
|
27,937 |
|
|
|
29,346 |
|
|
|
30,395 |
|
Income from operations |
|
|
502 |
|
|
|
1,586 |
|
|
|
1,779 |
|
as a % of sales |
|
|
1.8 |
|
|
|
5.4 |
|
|
|
5.9 |
|
Financial income and expenses |
|
|
(244 |
) |
|
|
216 |
|
|
|
108 |
|
Income taxes |
|
|
15 |
|
|
|
(358 |
) |
|
|
(586 |
) |
Results unconsolidated companies |
|
|
506 |
|
|
|
1,422 |
|
|
|
1,681 |
|
Minority interests |
|
|
(56 |
) |
|
|
(51 |
) |
|
|
(31 |
) |
|
|
|
Income from continuing operations |
|
|
723 |
|
|
|
2,815 |
|
|
|
2,951 |
|
Discontinued operations |
|
|
(14 |
) |
|
|
21 |
|
|
|
(83 |
) |
Cumulative effect of change in
accounting principles, net of tax |
|
|
(14 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
695 |
|
|
|
2,836 |
|
|
|
2,868 |
|
Per common share basic |
|
|
0.54 |
|
|
|
2.22 |
|
|
|
2.29 |
|
Management summary
2005 was a good year for the Philips Group. Business picked up, particularly in the second
half of the year, to deliver solid comparable sales growth of 4%. All five operating divisions
except Semiconductors delivered comparable growth, led by Medical Systems with 7%. Emerging
markets contributed with 16% comparable sales growth.
Income from operations increased by EUR 193 million, driven by improved income from operations
at DAP and CE and a gain of EUR 187 million resulting from the release of a provision for
post-retirement benefits, partly offset by charges of EUR 46 million relating to certain billing
issues at MedQuist. Net income included gains on the sale of stakes in non-strategic companies.
Impairment and guarantee liabilities for LG.Philips Displays led to a charge of EUR 458 million.
Cash flows from operating activities were again strong at EUR 2,090 million. The Company spent
over EUR 1.1 billion on acquisitions and initiated two share repurchase programs totaling EUR 2
billion.
Medical Systems benefited from increased R&D investments in innovation, further growth in the
medical market and the successful acquisition of Stentor. DAP posted a strong performance
resulting from the introduction of innovative new products.
The performance of Consumer Electronics improved significantly, driven by increased consumer
confidence, further benefits from the business renewal program and progress in its asset-light
strategy, including completion of the TPV deal.
The lighting market continued its recovery in 2005. Mature markets like lamps and luminaires
benefited from strong growth in Europe and Asia. Philips Lighting consolidated Lumileds, a key
player in the high-growth LED lighting market.
Impacted early in 2005 by a less buoyant technology sector, Semiconductors nevertheless ended
the year strongly, supported by its business renewal program. The Company announced that it will
create a separate legal structure for Semiconductors to allow the pursuit of options to further
strengthen the long-term performance of this business.
Further investments were made in the global Philips brand campaign and innovation.
16
Other information
Other information
On December 21, 2005, Philips announced the write-off of the book value of LG.Philips
Displays due to the increased pressure from flat displays on demand and prices for cathode-ray
tubes (CRTs). The write-off of the remaining book value at the end of November amounted to EUR
126 million for the investment and EUR 290 million for the accumulated negative difference in
currency translation related to the investment. The impairment charges totaled EUR 416 million
and were of a non-cash nature. In addition, Philips took a cash charge of EUR 42 million under
the guarantee provided to LG.Philips Displays banks. All amounts above were reported under
results relating to unconsolidated companies in December. Future results of LG.Philips Displays
will not negatively impact Philips equity, as Philips will not inject further capital into
LG.Philips Displays. Philips will continue to be a key customer of LG.Philips Displays for its CRT requirements.
On January 19, 2006, Philips announced that it has signed an agreement to acquire Lifeline
Systems for USD 750 million. Lifeline Systems is a leading provider of personal response
services and emergency call systems in the USA and Canada.
In response to recent regulatory changes in the United Kingdom, Philips has decided to eliminate
the current funding deficit of its UK defined-benefit pension plan through an additional
contribution of approximately GBP 400 million in the first quarter of 2006. The impact on
earnings will be minimal.
17
Proposed dividend to shareholders
In line with the revised dividend distribution policy, a proposal will be submitted to the
General Meeting of Shareholders to declare a dividend of EUR 0.44 per common share
(approximately EUR 529 million), an increase for the second consecutive year. In 2005 a dividend
of EUR 0.40 per common share was paid (EUR 504 million).
Outlook
Growing the Companys top and bottom line and creating shareholder value have been the
highest priorities of the Board in recent years. In 2006 we expect all divisions will continue
to show growth, driven by both innovation and increased focus on emerging markets. Selected
acquisitions will complement this organic growth, especially at Medical Systems and Consumer
Health & Wellness. We will complete the set-up of a separate legal structure for our
Semiconductors activities to allow the pursuit of strategic options to further strengthen the
long-term performance of this business.
We will continue our drive to simplify Philips, lower our cost structure and improve our
operational excellence. Our ongoing R&D and extended incubator program promise a strong
innovation pipeline which together with our marketing investments will help us meet our
targeted 7% 10% annual IFO margin from the end of 2006 and to continue to achieve an average
annual sales growth of 5-6%, with returns in excess of our cost of capital.
Overall, our financial position remains excellent, offering significant strategic flexibility.
Amsterdam, January 23, 2006
Board of Management
18
Consolidated statements of income
all amounts in millions of euros unless otherwise stated
restated for the intended sale of the MDS business
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4th quarter |
|
|
January to December |
|
|
|
2004 |
|
|
2005 |
|
|
2004 |
|
|
2005 |
|
Sales |
|
|
8,948 |
|
|
|
9,518 |
|
|
|
29,346 |
|
|
|
30,395 |
|
Cost of sales |
|
|
(5,970 |
) |
|
|
(6,476 |
) |
|
|
(19,485 |
) |
|
|
(20,577 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross margin |
|
|
2,978 |
|
|
|
3,042 |
|
|
|
9,861 |
|
|
|
9,818 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling expenses |
|
|
(1,362 |
) |
|
|
(1,383 |
) |
|
|
(4,549 |
) |
|
|
(4,751 |
) |
General and administrative expenses |
|
|
(321 |
) |
|
|
(253 |
) |
|
|
(1,326 |
) |
|
|
(1,182 |
) |
Research and development expenses |
|
|
(633 |
) |
|
|
(662 |
) |
|
|
(2,514 |
) |
|
|
(2,553 |
) |
Write-off of acquired in-process R&D |
|
|
|
|
|
|
(6 |
) |
|
|
|
|
|
|
(6 |
) |
Impairment of goodwill |
|
|
(578 |
) |
|
|
|
|
|
|
(596 |
) |
|
|
|
|
Other business income (expense) |
|
|
(69 |
) |
|
|
233 |
|
|
|
710 |
|
|
|
453 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
|
15 |
|
|
|
971 |
|
|
|
1,586 |
|
|
|
1,779 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial income and expenses |
|
|
417 |
|
|
|
23 |
|
|
|
216 |
|
|
|
108 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before taxes |
|
|
432 |
|
|
|
994 |
|
|
|
1,802 |
|
|
|
1,887 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense |
|
|
(128 |
) |
|
|
(531 |
) |
|
|
(358 |
) |
|
|
(586 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income after taxes |
|
|
304 |
|
|
|
463 |
|
|
|
1,444 |
|
|
|
1,301 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Results relating to unconsolidated
companies, including a year-to-date net
dilution gain of EUR 165 million (2004: EUR
254 million) |
|
|
198 |
|
|
|
(70 |
) |
|
|
1,422 |
|
|
|
1,681 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minority interests |
|
|
(3 |
) |
|
|
(4 |
) |
|
|
(51 |
) |
|
|
(31 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
|
499 |
|
|
|
389 |
|
|
|
2,815 |
|
|
|
2,951 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued operations |
|
|
(1 |
) |
|
|
(57 |
) |
|
|
21 |
|
|
|
(83 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
498 |
|
|
|
332 |
|
|
|
2,836 |
|
|
|
2,868 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations as a % of sales |
|
|
0.2 |
|
|
|
10.2 |
|
|
|
5.4 |
|
|
|
5.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares
outstanding (after deduction of treasury
stock) during the period (in thousands): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
basic |
|
|
|
|
|
|
|
|
|
|
1,280,251 |
|
|
|
1,249,956 |
|
diluted |
|
|
|
|
|
|
|
|
|
|
1,283,716 |
|
|
|
1,253,330 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per common share in euros: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
basic |
|
|
0.39 |
|
|
|
0.28 |
|
|
|
2.22 |
|
|
|
2.29 |
|
diluted |
|
|
0.39 |
|
|
|
0.28 |
|
|
|
2.21 |
|
|
|
2.29 |
|
19
Consolidated balance sheets and additional ratios
all amounts in millions of euros unless otherwise stated
restated for the intended sale of the MDS business
|
|
|
|
|
|
|
|
|
|
|
December |
|
|
December |
|
|
|
31, 2004 |
|
|
31, 2005 |
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
4,349 |
|
|
|
5,293 |
|
Receivables |
|
|
4,412 |
|
|
|
5,155 |
|
Assets of discontinued operations |
|
|
337 |
|
|
|
241 |
|
Inventories |
|
|
3,140 |
|
|
|
3,480 |
|
Other current assets |
|
|
1,213 |
|
|
|
937 |
|
|
|
|
|
|
|
|
Total current assets |
|
|
13,451 |
|
|
|
15,106 |
|
|
|
|
|
|
|
|
|
|
Non-current assets: |
|
|
|
|
|
|
|
|
Investments in unconsolidated companies |
|
|
5,670 |
|
|
|
5,698 |
|
Other non-current financial assets |
|
|
876 |
|
|
|
673 |
|
Non-current receivables |
|
|
227 |
|
|
|
213 |
|
Other non-current assets |
|
|
2,823 |
|
|
|
3,231 |
|
Property, plant and equipment |
|
|
4,871 |
|
|
|
4,893 |
|
Intangible assets excluding goodwill |
|
|
987 |
|
|
|
1,299 |
|
Goodwill |
|
|
1,818 |
|
|
|
2,748 |
|
|
|
|
|
|
|
|
Total assets |
|
|
30,723 |
|
|
|
33,861 |
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Accounts and notes payable |
|
|
3,346 |
|
|
|
3,856 |
|
Liabilities of discontinued operations |
|
|
188 |
|
|
|
143 |
|
Accrued liabilities |
|
|
3,282 |
|
|
|
3,632 |
|
Short-term provisions |
|
|
781 |
|
|
|
869 |
|
Other current liabilities |
|
|
618 |
|
|
|
708 |
|
Short-term debt |
|
|
961 |
|
|
|
1,167 |
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
9,176 |
|
|
|
10,375 |
|
|
|
|
|
|
|
|
|
|
Non-current liabilities: |
|
|
|
|
|
|
|
|
Long-term debt |
|
|
3,552 |
|
|
|
3,320 |
|
Long-term provisions |
|
|
2,116 |
|
|
|
2,056 |
|
Other non-current liabilities |
|
|
736 |
|
|
|
1,112 |
|
|
|
|
|
|
|
|
Total liabilities |
|
|
15,580 |
|
|
|
16,863 |
|
|
|
|
|
|
|
|
|
|
Minority interests |
|
|
283 |
|
|
|
332 |
|
Stockholders equity |
|
|
14,860 |
|
|
|
16,666 |
|
|
|
|
|
|
|
|
Total liabilities and equity |
|
|
30,723 |
|
|
|
33,861 |
|
|
|
|
|
|
|
|
|
|
Number of common shares outstanding (after
deduction of treasury stock) at the end of
period (in thousands) |
|
|
1,281,527 |
|
|
|
1,201,358 |
|
|
|
|
|
|
|
|
|
|
Ratios |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders equity per common share in euros |
|
|
11.60 |
|
|
|
13.87 |
|
|
|
|
|
|
|
|
|
|
Inventories as a % of sales |
|
|
10.7 |
|
|
|
11.4 |
|
|
|
|
|
|
|
|
|
|
Net debt : group equity |
|
|
1:99 |
|
|
|
(5):105 |
|
|
|
|
|
|
|
|
|
|
Net operating capital |
|
|
7,043 |
|
|
|
8,043 |
|
|
|
|
|
|
|
|
|
|
Employees at
end of period of which discontinued operations 2,536 end
2004 and 1,780 end 2005 |
|
|
161,586 |
|
|
|
159,226 |
|
20
Consolidated statements of cash flows *
all amounts in millions of euros
restated for the intended sale of the MDS business
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4th quarter |
|
|
January to December |
|
|
|
2004 |
|
|
2005 |
|
|
2004 |
|
|
2005 |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
|
499 |
|
|
|
389 |
|
|
|
2,815 |
|
|
|
2,951 |
|
Adjustments to reconcile income to net
cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
1,078 |
|
|
|
413 |
|
|
|
2,260 |
|
|
|
1,508 |
|
Impairment of equity investments |
|
|
4 |
|
|
|
427 |
|
|
|
8 |
|
|
|
427 |
|
Net gain on sale of assets |
|
|
(623 |
) |
|
|
(382 |
) |
|
|
(1,328 |
) |
|
|
(2,118 |
) |
Unconsolidated companies (net of
dividends received) |
|
|
(36 |
) |
|
|
(143 |
) |
|
|
(1,178 |
) |
|
|
(251 |
) |
Minority interests (net of dividends paid) |
|
|
|
|
|
|
4 |
|
|
|
35 |
|
|
|
15 |
|
(Increase) decrease in working
capital/other current assets |
|
|
1,340 |
|
|
|
1,189 |
|
|
|
334 |
|
|
|
(115 |
) |
(Increase) decrease in non-current
receivables/other assets |
|
|
(470 |
) |
|
|
83 |
|
|
|
(435 |
) |
|
|
(250 |
) |
Increase (decrease) in provisions |
|
|
61 |
|
|
|
(111 |
) |
|
|
49 |
|
|
|
(127 |
) |
Other items |
|
|
29 |
|
|
|
20 |
|
|
|
63 |
|
|
|
50 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
1,882 |
|
|
|
1,889 |
|
|
|
2,623 |
|
|
|
2,090 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of intangible assets |
|
|
(47 |
) |
|
|
(31 |
) |
|
|
(103 |
) |
|
|
(92 |
) |
Capital expenditures on property, plant
and equipment |
|
|
(397 |
) |
|
|
(320 |
) |
|
|
(1,273 |
) |
|
|
(997 |
) |
Proceeds from disposals of property,
plant and equipment |
|
|
64 |
|
|
|
172 |
|
|
|
191 |
|
|
|
270 |
|
Cash from (to) derivatives |
|
|
32 |
|
|
|
(12 |
) |
|
|
125 |
|
|
|
(46 |
) |
Proceeds from sale (purchase) of other
non-current financial assets |
|
|
887 |
|
|
|
(5 |
) |
|
|
893 |
|
|
|
612 |
|
Proceeds from sale (purchase) of
businesses |
|
|
526 |
|
|
|
(210 |
) |
|
|
835 |
|
|
|
1,551 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used for) investing
activities |
|
|
1,065 |
|
|
|
(406 |
) |
|
|
668 |
|
|
|
1,298 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows before financing activities |
|
|
2,947 |
|
|
|
1,483 |
|
|
|
3,291 |
|
|
|
3,388 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in debt |
|
|
(198 |
) |
|
|
108 |
|
|
|
(1,667 |
) |
|
|
(324 |
) |
Treasury stock transactions |
|
|
9 |
|
|
|
(725 |
) |
|
|
(18 |
) |
|
|
(1,761 |
) |
Dividends paid |
|
|
|
|
|
|
|
|
|
|
(460 |
) |
|
|
(504 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used for financing activities |
|
|
(189 |
) |
|
|
(617 |
) |
|
|
(2,145 |
) |
|
|
(2,589 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by continuing
operations |
|
|
2,758 |
|
|
|
866 |
|
|
|
1,146 |
|
|
|
799 |
|
Effect of change in consolidations on
cash positions |
|
|
|
|
|
|
|
|
|
|
117 |
|
|
|
|
|
Effect of changes in exchange rates on
cash positions |
|
|
(70 |
) |
|
|
69 |
|
|
|
(45 |
) |
|
|
160 |
|
Net cash provided by (used for )
discontinued operations |
|
|
51 |
|
|
|
14 |
|
|
|
59 |
|
|
|
(15 |
) |
Cash and cash equivalents at beginning of
period |
|
|
1,610 |
|
|
|
4,344 |
|
|
|
3,072 |
|
|
|
4,349 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
|
4,349 |
|
|
|
5,293 |
|
|
|
4,349 |
|
|
|
5,293 |
|
|
|
|
* |
|
For a number of reasons, principally the effects of translation differences and consolidation changes, certain items in the statements of
cash flows do not correspond to the differences between the balance sheet amounts for the respective items. |
21
Consolidated statement of changes in stockholders equity
all amounts in millions of euros
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January to December 2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated other comprehensive income (loss) |
|
|
Treasury shares at cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized |
|
|
|
|
|
|
Changes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
gain (loss) |
|
|
|
|
|
|
in fair |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital |
|
|
|
|
|
|
|
|
|
|
on |
|
|
Additional |
|
|
value of |
|
|
|
|
|
|
To hedge |
|
|
To cover |
|
|
Total |
|
|
|
|
|
|
|
in excess |
|
|
|
|
|
|
Currency |
|
|
available- |
|
|
minimum |
|
|
cash |
|
|
|
|
|
|
share-based |
|
|
capital |
|
|
stock- |
|
|
|
Common |
|
|
of par |
|
|
Retained |
|
|
translation |
|
|
for-sale |
|
|
pension |
|
|
flow |
|
|
|
|
|
|
compen- |
|
|
reduction |
|
|
holders |
|
|
|
stock |
|
|
value |
|
|
earnings |
|
|
differences |
|
|
securities |
|
|
liability |
|
|
hedges |
|
|
Total |
|
|
sation plans |
|
|
program |
|
|
equity |
|
Balance as of December 31, 2004 |
|
|
263 |
|
|
|
97 |
|
|
|
19,346 |
|
|
|
(3,407 |
) |
|
|
174 |
|
|
|
(429 |
) |
|
|
55 |
|
|
|
(3,607 |
) |
|
|
(1,239 |
) |
|
|
|
|
|
|
14,860 |
|
Net income |
|
|
|
|
|
|
|
|
|
|
2,868 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,868 |
|
Net current period change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,186 |
|
|
|
43 |
|
|
|
(116 |
) |
|
|
(64 |
) |
|
|
1,049 |
|
|
|
|
|
|
|
|
|
|
|
1,049 |
|
Reclassifications into income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
335 |
|
|
|
(227 |
) |
|
|
|
|
|
|
(20 |
) |
|
|
88 |
|
|
|
|
|
|
|
|
|
|
|
88 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income
(loss), net of tax |
|
|
|
|
|
|
|
|
|
|
2,868 |
|
|
|
1,521 |
|
|
|
(184 |
) |
|
|
(116 |
) |
|
|
(84 |
) |
|
|
1,137 |
|
|
|
|
|
|
|
|
|
|
|
4,005 |
|
Dividend paid |
|
|
|
|
|
|
|
|
|
|
(504 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(504 |
) |
Purchase of treasury stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(250 |
) |
|
|
(1,586 |
) |
|
|
(1,836 |
) |
Re-issuance of treasury stock |
|
|
|
|
|
|
(85 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
156 |
|
|
|
|
|
|
|
71 |
|
Share-based compensation plans |
|
|
|
|
|
|
70 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
70 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2005 |
|
|
263 |
|
|
|
82 |
|
|
|
21,710 |
|
|
|
(1,886 |
) |
|
|
(10 |
) |
|
|
(545 |
) |
|
|
(29 |
) |
|
|
(2,470 |
) |
|
|
(1,333 |
) |
|
|
(1,586 |
) |
|
|
16,666 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22
Product sectors
all amounts in millions of euros unless otherwise stated
restated for the intended sale of the MDS business
Sales and income from operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4th quarter |
|
|
|
2004 |
|
|
2005 |
|
|
|
Sales |
|
|
|
|
|
|
Income (loss) from |
|
|
Sales |
|
|
|
|
|
|
Income (loss) from |
|
|
|
|
|
|
|
operations |
|
|
|
|
|
|
operations |
|
|
|
|
|
|
|
amount |
|
|
as a % of |
|
|
|
|
|
|
amount |
|
|
as a % of |
|
|
|
|
|
|
|
|
|
|
|
sales |
|
|
|
|
|
|
|
|
|
|
sales |
|
Medical Systems |
|
|
1,790 |
|
|
|
(353 |
) |
|
|
(19.7 |
) |
|
|
2,029 |
|
|
|
267 |
|
|
|
13.2 |
|
DAP |
|
|
745 |
|
|
|
156 |
|
|
|
20.9 |
|
|
|
787 |
|
|
|
167 |
|
|
|
21.2 |
|
Consumer Electronics |
|
|
3,340 |
|
|
|
270 |
|
|
|
8.1 |
|
|
|
3,469 |
|
|
|
234 |
|
|
|
6.7 |
|
Lighting |
|
|
1,265 |
|
|
|
151 |
|
|
|
11.9 |
|
|
|
1,346 |
|
|
|
157 |
|
|
|
11.7 |
|
Semiconductors |
|
|
1,123 |
|
|
|
48 |
|
|
|
4.3 |
|
|
|
1,327 |
|
|
|
176 |
|
|
|
13.3 |
|
Other Activities |
|
|
685 |
|
|
|
(89 |
) |
|
|
(13.0 |
) |
|
|
560 |
|
|
|
24 |
|
|
|
4.3 |
|
Unallocated |
|
|
|
|
|
|
(168 |
) |
|
|
|
|
|
|
|
|
|
|
(54 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
8,948 |
|
|
|
15 |
|
|
|
0.2 |
|
|
|
9,518 |
|
|
|
971 |
|
|
|
10.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January to December |
|
|
|
2004 |
|
|
2005 |
|
|
|
Sales |
|
|
|
|
|
|
Income (loss) from |
|
|
Sales |
|
|
|
|
|
|
Income (loss) from |
|
|
|
|
|
|
|
operations |
|
|
operations |
|
|
|
|
|
|
|
amount |
|
|
as a % of |
|
|
|
|
|
|
amount |
|
|
as a % of |
|
|
|
|
|
|
|
|
|
|
|
sales |
|
|
|
|
|
|
|
|
|
|
sales |
|
Medical Systems |
|
|
5,884 |
|
|
|
35 |
|
|
|
0.6 |
|
|
|
6,343 |
|
|
|
679 |
|
|
|
10.7 |
|
DAP |
|
|
2,044 |
|
|
|
332 |
|
|
|
16.2 |
|
|
|
2,194 |
|
|
|
358 |
|
|
|
16.3 |
|
Consumer Electronics |
|
|
9,919 |
|
|
|
370 |
|
|
|
3.7 |
|
|
|
10,422 |
|
|
|
506 |
|
|
|
4.9 |
|
Lighting |
|
|
4,526 |
|
|
|
593 |
|
|
|
13.1 |
|
|
|
4,775 |
|
|
|
556 |
|
|
|
11.6 |
|
Semiconductors |
|
|
4,491 |
|
|
|
430 |
|
|
|
9.6 |
|
|
|
4,620 |
|
|
|
307 |
|
|
|
6.6 |
|
Other Activities |
|
|
2,482 |
|
|
|
366 |
|
|
|
14.7 |
|
|
|
2,041 |
|
|
|
(156 |
) |
|
|
(7.6 |
) |
Unallocated |
|
|
|
|
|
|
(540 |
) |
|
|
|
|
|
|
|
|
|
|
(471 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
29,346 |
|
|
|
1,586 |
|
|
|
5.4 |
|
|
|
30,395 |
|
|
|
1,779 |
|
|
|
5.9 |
|
23
Product sectors and main countries
all amounts in millions of euros
restated for the intended sale of the MDS business
Sales and total assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales |
|
|
Total assets |
|
|
|
January to December |
|
|
December 31, |
|
|
|
2004 |
|
|
2005 |
|
|
2004 |
|
|
2005 |
|
Medical Systems |
|
|
5,884 |
|
|
|
6,343 |
|
|
|
4,675 |
|
|
|
5,511 |
|
DAP |
|
|
2,044 |
|
|
|
2,194 |
|
|
|
816 |
|
|
|
896 |
|
Consumer Electronics |
|
|
9,919 |
|
|
|
10,422 |
|
|
|
2,396 |
|
|
|
2,665 |
|
Lighting |
|
|
4,526 |
|
|
|
4,775 |
|
|
|
2,413 |
|
|
|
3,643 |
|
Semiconductors |
|
|
4,491 |
|
|
|
4,620 |
|
|
|
3,859 |
|
|
|
3,724 |
|
Other Activities |
|
|
2,482 |
|
|
|
2,041 |
|
|
|
6,944 |
|
|
|
6,950 |
|
Unallocated |
|
|
|
|
|
|
|
|
|
|
9,283 |
|
|
|
10,231 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
29,346 |
|
|
|
30,395 |
|
|
|
30,386 |
|
|
|
33,620 |
|
Discontinued operations |
|
|
|
|
|
|
|
|
|
|
337 |
|
|
|
241 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
30,723 |
|
|
|
33,861 |
|
Sales and long-lived assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales |
|
|
Long-lived assets * |
|
|
|
January to December |
|
|
December 31, |
|
|
|
2004 |
|
|
2005 |
|
|
2004 |
|
|
2005 |
|
Netherlands |
|
|
1,200 |
|
|
|
1,060 |
|
|
|
1,495 |
|
|
|
1,495 |
|
United States |
|
|
6,959 |
|
|
|
7,432 |
|
|
|
2,906 |
|
|
|
4,263 |
|
Germany |
|
|
2,268 |
|
|
|
2,239 |
|
|
|
572 |
|
|
|
542 |
|
France |
|
|
1,949 |
|
|
|
1,814 |
|
|
|
191 |
|
|
|
170 |
|
United Kingdom |
|
|
1,237 |
|
|
|
1,176 |
|
|
|
186 |
|
|
|
150 |
|
China |
|
|
2,608 |
|
|
|
3,009 |
|
|
|
355 |
|
|
|
340 |
|
Other countries |
|
|
13,125 |
|
|
|
13,665 |
|
|
|
1,971 |
|
|
|
1,980 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
29,346 |
|
|
|
30,395 |
|
|
|
7,676 |
|
|
|
8,940 |
|
|
|
|
* |
|
Includes property, plant and equipment and intangible assets |
24
Pension costs
all amounts in millions of euros unless otherwise stated
restated for the intended sale of the MDS business
Net periodic pension costs of defined-benefit plans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4th quarter 2005 |
|
|
January-Dec. 2005 |
|
|
|
Netherlands |
|
|
Other |
|
|
Netherlands |
|
|
Other |
|
Service cost |
|
|
54 |
|
|
|
35 |
|
|
|
211 |
|
|
|
132 |
|
Interest cost on the projected benefit
obligation |
|
|
139 |
|
|
|
105 |
|
|
|
557 |
|
|
|
392 |
|
Expected return on plan assets |
|
|
(187 |
) |
|
|
(95 |
) |
|
|
(739 |
) |
|
|
(360 |
) |
Amortization of unrecognized transition
obligation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
Net actuarial (gain) loss recognized |
|
|
(7 |
) |
|
|
11 |
|
|
|
(28 |
) |
|
|
44 |
|
Amortization of prior service cost |
|
|
(14 |
) |
|
|
8 |
|
|
|
(57 |
) |
|
|
27 |
|
Settlement loss |
|
|
|
|
|
|
1 |
|
|
|
|
|
|
|
12 |
|
Other |
|
|
(6 |
) |
|
|
(4 |
) |
|
|
(4 |
) |
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic cost (income) |
|
|
(21 |
) |
|
|
61 |
|
|
|
(60 |
) |
|
|
247 |
|
The net periodic pension costs in the fourth quarter of 2005 amounted to EUR 61 million, of which EUR 40 million for defined-benefit plans (the Netherlands income
of EUR 21 million, other countries cost of EUR 61 million) and EUR 21 million related to defined-contribution plans outside the Netherlands.
Net periodic costs of postretirement benefits other than pensions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4th quarter 2005 |
|
|
January-Dec. 2005 |
|
|
|
Netherlands |
|
|
Other |
|
|
Netherlands |
|
|
Other |
|
Service cost |
|
|
4 |
|
|
|
|
|
|
|
16 |
|
|
|
3 |
|
Interest cost on the accumulated
postretirement benefit obligation |
|
|
4 |
|
|
|
6 |
|
|
|
17 |
|
|
|
23 |
|
Amortization of unrecognized transition
obligation |
|
|
1 |
|
|
|
2 |
|
|
|
3 |
|
|
|
6 |
|
Net actuarial loss recognized |
|
|
1 |
|
|
|
1 |
|
|
|
6 |
|
|
|
1 |
|
Curtailment gain |
|
|
(187 |
) |
|
|
|
|
|
|
(187 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic cost (income) |
|
|
(177 |
) |
|
|
9 |
|
|
|
(145 |
) |
|
|
33 |
|
25
Consolidated statements of income in accordance with IFRS
all amounts in millions of euros unless otherwise stated
restated for the intended sale of the MDS business
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4th quarter |
|
|
January to December |
|
|
|
2004 |
|
|
2005 |
|
|
2004 |
|
|
2005 |
|
Sales |
|
|
8,948 |
|
|
|
9,518 |
|
|
|
29,346 |
|
|
|
30,395 |
|
Cost of sales |
|
|
(5,974 |
) |
|
|
(6,493 |
) |
|
|
(19,516 |
) |
|
|
(20,631 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross margin |
|
|
2,974 |
|
|
|
3,025 |
|
|
|
9,830 |
|
|
|
9,764 |
|
|
Selling expenses |
|
|
(1,365 |
) |
|
|
(1,385 |
) |
|
|
(4,558 |
) |
|
|
(4,738 |
) |
General and administrative expenses |
|
|
(334 |
) |
|
|
(230 |
) |
|
|
(1,417 |
) |
|
|
(1,264 |
) |
Research and development expenses |
|
|
(556 |
) |
|
|
(668 |
) |
|
|
(2,326 |
) |
|
|
(2,337 |
) |
Impairment of goodwill |
|
|
(575 |
) |
|
|
|
|
|
|
(591 |
) |
|
|
|
|
Other business income (expense) |
|
|
(73 |
) |
|
|
249 |
|
|
|
726 |
|
|
|
451 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
|
71 |
|
|
|
991 |
|
|
|
1,664 |
|
|
|
1,876 |
|
|
Financial income and expenses |
|
|
235 |
|
|
|
28 |
|
|
|
34 |
|
|
|
113 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before taxes |
|
|
306 |
|
|
|
1,019 |
|
|
|
1,698 |
|
|
|
1,989 |
|
|
Income tax expense |
|
|
(114 |
) |
|
|
(539 |
) |
|
|
(354 |
) |
|
|
(615 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income after taxes |
|
|
192 |
|
|
|
480 |
|
|
|
1,344 |
|
|
|
1,374 |
|
|
Results relating to unconsolidated
companies, including a year-to-date net
dilution gain of EUR 190 million (2004: EUR
314 million) |
|
|
182 |
|
|
|
315 |
|
|
|
1,456 |
|
|
|
2,205 |
|
|
Minority interests |
|
|
(5 |
) |
|
|
(3 |
) |
|
|
(53 |
) |
|
|
(31 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
|
369 |
|
|
|
792 |
|
|
|
2,747 |
|
|
|
3,548 |
|
|
Discontinued operations |
|
|
4 |
|
|
|
(139 |
) |
|
|
36 |
|
|
|
(174 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
373 |
|
|
|
653 |
|
|
|
2,783 |
|
|
|
3,374 |
|
|
Income from operations as a % of sales |
|
|
0.8 |
|
|
|
10.4 |
|
|
|
5.7 |
|
|
|
6.2 |
|
|
Weighted average number of common shares
outstanding (after deduction of treasury
stock) during the period (in thousands) |
basic |
|
|
|
|
|
|
|
|
|
|
1,280,251 |
|
|
|
1,249,956 |
|
diluted |
|
|
|
|
|
|
|
|
|
|
1,283,716 |
|
|
|
1,253,330 |
|
|
Net income per common share in euros: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
basic |
|
|
0.29 |
|
|
|
0.54 |
|
|
|
2.17 |
|
|
|
2.70 |
|
diluted |
|
|
0.28 |
|
|
|
0.54 |
|
|
|
2.16 |
|
|
|
2.70 |
|
26
Consolidated balance sheets and additional ratios in accordance with IFRS
all amounts in millions of euros unless otherwise stated
restated for the intended sale of the MDS business
|
|
|
|
|
|
|
|
|
|
|
December |
|
|
December |
|
|
|
31, 2004 |
|
|
31, 2005 |
|
Current assets: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
4,349 |
|
|
|
5,293 |
|
Receivables |
|
|
4,412 |
|
|
|
5,155 |
|
Assets of discontinued operations |
|
|
370 |
|
|
|
190 |
|
Inventories |
|
|
3,140 |
|
|
|
3,480 |
|
Other current assets |
|
|
880 |
|
|
|
455 |
|
|
|
|
|
|
|
|
Total current assets |
|
|
13,151 |
|
|
|
14,573 |
|
|
|
|
|
|
|
|
|
|
Non-current assets: |
|
|
|
|
|
|
|
|
Investments in unconsolidated companies |
|
|
5,441 |
|
|
|
5,520 |
|
Other non-current financial assets |
|
|
876 |
|
|
|
673 |
|
Non-current receivables |
|
|
227 |
|
|
|
213 |
|
Other non-current assets |
|
|
107 |
|
|
|
126 |
|
Deferred tax assets |
|
|
2,015 |
|
|
|
2,047 |
|
Property, plant and equipment |
|
|
4,902 |
|
|
|
4,912 |
|
Intangible assets excluding goodwill |
|
|
2,289 |
|
|
|
3,175 |
|
Goodwill |
|
|
1,463 |
|
|
|
2,304 |
|
|
|
|
|
|
|
|
Total assets |
|
|
30,471 |
|
|
|
33,543 |
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Accounts and notes payable |
|
|
3,346 |
|
|
|
3,856 |
|
Liabilities of discontinued operations |
|
|
188 |
|
|
|
143 |
|
Accrued liabilities |
|
|
3,206 |
|
|
|
3,595 |
|
Short-term provisions |
|
|
727 |
|
|
|
842 |
|
Other current liabilities |
|
|
618 |
|
|
|
708 |
|
Short-term debt |
|
|
962 |
|
|
|
1,168 |
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
9,047 |
|
|
|
10,312 |
|
|
|
|
|
|
|
|
|
|
Non-current liabilities: |
|
|
|
|
|
|
|
|
Long-term debt |
|
|
3,583 |
|
|
|
3,339 |
|
Long-term provisions |
|
|
2,162 |
|
|
|
1,817 |
|
Deferred tax liabilities |
|
|
323 |
|
|
|
309 |
|
Other non-current liabilities |
|
|
832 |
|
|
|
1,094 |
|
|
|
|
|
|
|
|
Total liabilities |
|
|
15,947 |
|
|
|
16,871 |
|
|
|
|
|
|
|
|
|
|
Minority interests |
|
|
285 |
|
|
|
353 |
|
Stockholders equity |
|
|
14,239 |
|
|
|
16,319 |
|
|
|
|
|
|
|
|
Total liabilities and equity |
|
|
30,471 |
|
|
|
33,543 |
|
|
|
|
|
|
|
|
|
|
Number of common shares outstanding (after
deduction of treasury stock) at the end of
period (in thousands) |
|
|
1,281,527 |
|
|
|
1,201,358 |
|
|
|
|
|
|
|
|
|
|
Ratios |
|
|
|
|
|
|
|
|
|
Stockholders equity per common share in euros |
|
|
11.11 |
|
|
|
13.58 |
|
|
|
|
|
|
|
|
|
|
Inventories as a % of sales |
|
|
10.7 |
|
|
|
11.4 |
|
|
|
|
|
|
|
|
|
|
Net debt : group equity |
|
|
1:99 |
|
|
|
(5):105 |
|
|
|
|
|
|
|
|
|
|
Employees at end of period of which discontinued operations 2,536 end
2004 and 1,780 end 2005 |
|
|
161,586 |
|
|
|
159,226 |
|
27
Reconciliation from US GAAP to IFRS
all amounts in millions of euros unless otherwise stated
restated for the intended sale of the MDS business
Reconciliation of net income from US GAAP to IFRS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4th quarter |
|
|
January to December |
|
|
|
2004 |
|
|
2005 |
|
|
2004 |
|
|
2005 |
|
Net income as per the consolidated
statements of income on a US GAAP basis |
|
|
498 |
|
|
|
332 |
|
|
|
2,836 |
|
|
|
2,868 |
|
Adjustments to IFRS: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capitalized product development expenses |
|
|
192 |
|
|
|
179 |
|
|
|
617 |
|
|
|
697 |
|
Amortization of product development assets |
|
|
(110 |
) |
|
|
(167 |
) |
|
|
(412 |
) |
|
|
(467 |
) |
Pensions and other postretirement benefits |
|
|
(37 |
) |
|
|
31 |
|
|
|
(150 |
) |
|
|
(114 |
) |
Financial income/expenses |
|
|
(182 |
) |
|
|
5 |
|
|
|
(182 |
) |
|
|
5 |
|
Unconsolidated companies |
|
|
(16 |
) |
|
|
386 |
|
|
|
34 |
|
|
|
525 |
|
Deferred income tax effects |
|
|
14 |
|
|
|
(8 |
) |
|
|
4 |
|
|
|
(29 |
) |
Discontinued operations |
|
|
5 |
|
|
|
(100 |
) |
|
|
15 |
|
|
|
(91 |
) |
Other differences in income |
|
|
9 |
|
|
|
(5 |
) |
|
|
21 |
|
|
|
(20 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income in accordance with IFRS |
|
|
373 |
|
|
|
653 |
|
|
|
2,783 |
|
|
|
3,374 |
|
Reconciliation of stockholders equity from US GAAP to IFRS
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2004 |
|
|
2005 |
|
Stockholders equity as per the consolidated
balance sheets on a US GAAP basis |
|
|
14,860 |
|
|
|
16,666 |
|
Adjustments to IFRS: |
|
|
|
|
|
|
|
|
Product development expenses |
|
|
1,409 |
|
|
|
1,668 |
|
Pensions and other postretirement benefits |
|
|
(1,701 |
) |
|
|
(1,749 |
) |
Goodwill amortization (until January 1, 2004) |
|
|
(355 |
) |
|
|
(404 |
) |
Goodwill capitalization (acquisition-related) |
|
|
|
|
|
|
(40 |
) |
Acquisition-related intangibles |
|
|
|
|
|
|
294 |
|
Assets from discontinued operations |
|
|
33 |
|
|
|
(51 |
) |
Unconsolidated companies |
|
|
(230 |
) |
|
|
(178 |
) |
Recognized results on sale-and-leaseback transactions |
|
|
102 |
|
|
|
80 |
|
Deferred income tax effects |
|
|
123 |
|
|
|
57 |
|
Other differences in equity |
|
|
(2 |
) |
|
|
(24 |
) |
|
|
|
|
|
|
|
Stockholders equity in accordance with IFRS |
|
|
14,239 |
|
|
|
16,319 |
|
28
Reconciliation of non-US GAAP performance measures
all amounts in millions of euros unless otherwise stated
restated for the intended sale of the MDS business
Certain non-US GAAP financial measures are presented when discussing the Philips Groups performance. In the following tables, a
reconciliation to the most directly comparable US GAAP performance measure is made.
Sales growth composition (in %)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January to December |
|
|
|
Comparable |
|
|
Currency |
|
|
Consolidation |
|
|
Nominal |
|
|
|
growth |
|
|
effects |
|
|
changes |
|
|
growth |
|
2005 versus 2004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medical Systems |
|
|
6.7 |
|
|
|
0.5 |
|
|
|
0.6 |
|
|
|
7.8 |
|
DAP |
|
|
5.9 |
|
|
|
1.5 |
|
|
|
|
|
|
|
7.4 |
|
Consumer Electronics |
|
|
4.7 |
|
|
|
1.6 |
|
|
|
(1.2 |
) |
|
|
5.1 |
|
Lighting |
|
|
4.0 |
|
|
|
1.1 |
|
|
|
0.4 |
|
|
|
5.5 |
|
Semiconductors |
|
|
0.0 |
|
|
|
0.3 |
|
|
|
2.6 |
|
|
|
2.9 |
|
Other Activities |
|
|
(5.2 |
) |
|
|
0.2 |
|
|
|
(12.8 |
) |
|
|
(17.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Philips Group |
|
|
3.6 |
|
|
|
1.0 |
|
|
|
(1.0 |
) |
|
|
3.6 |
|
Composition of net debt and group equity
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2004 |
|
|
2005 |
|
Long-term debt |
|
|
3,552 |
|
|
|
3,320 |
|
Short-term debt |
|
|
961 |
|
|
|
1,167 |
|
|
|
|
|
|
|
|
Total debt |
|
|
4,513 |
|
|
|
4,487 |
|
Cash and cash equivalents |
|
|
(4,349 |
) |
|
|
(5,293 |
) |
|
|
|
|
|
|
|
Net debt (total debt less cash and cash equivalents) |
|
|
164 |
|
|
|
(806 |
) |
|
Minority interests |
|
|
283 |
|
|
|
332 |
|
Stockholders equity |
|
|
14,860 |
|
|
|
16,666 |
|
|
|
|
|
|
|
|
Group equity |
|
|
15,143 |
|
|
|
16,998 |
|
Net debt and group equity |
|
|
15,307 |
|
|
|
16,192 |
|
|
Net debt divided by net debt and group equity (in %) |
|
|
1 |
|
|
|
(5 |
) |
Group equity divided by net debt and group equity (in %) |
|
|
99 |
|
|
|
105 |
|
29
Reconciliation of non-US GAAP performance measures (continued)
all amounts in millions of euros unless otherwise stated
restated for the intended sale of the MDS business
Net operating capital to total assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Philips |
|
Medical |
|
|
|
|
|
Consumer |
|
|
|
|
|
Semi- |
|
Other |
|
|
|
|
Group |
|
Systems |
|
DAP |
|
Electronics |
|
Lighting |
|
conductors |
|
Activities |
|
Unallocated |
December 31, 2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating capital (NOC) |
|
|
8,043 |
|
|
|
3,400 |
|
|
|
370 |
|
|
|
(296 |
) |
|
|
2,491 |
|
|
|
2,363 |
|
|
|
272 |
|
|
|
(557 |
) |
Eliminate liabilities comprised in NOC: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- payables/liabilities |
|
|
9,308 |
|
|
|
1,712 |
|
|
|
456 |
|
|
|
2,540 |
|
|
|
956 |
|
|
|
828 |
|
|
|
1,017 |
|
|
|
1,799 |
|
- intercompany accounts |
|
|
|
|
|
|
34 |
|
|
|
13 |
|
|
|
64 |
|
|
|
42 |
|
|
|
19 |
|
|
|
(100 |
) |
|
|
(72 |
) |
- provisions1) |
|
|
2,600 |
|
|
|
299 |
|
|
|
57 |
|
|
|
335 |
|
|
|
134 |
|
|
|
215 |
|
|
|
582 |
|
|
|
978 |
|
Include assets not comprised in NOC: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- investments in unconsolidated comp. |
|
|
5,698 |
|
|
|
66 |
|
|
|
|
|
|
|
22 |
|
|
|
20 |
|
|
|
299 |
|
|
|
5,179 |
|
|
|
112 |
|
- other non-current financial assets |
|
|
673 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
673 |
|
- deferred tax assets |
|
|
2,005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,005 |
|
- liquid assets |
|
|
5,293 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,293 |
|
|
|
|
|
| |
| |
| | |
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
|
33,620 |
|
|
|
5,511 |
|
|
|
896 |
|
|
|
2,665 |
|
|
|
3,643 |
|
|
|
3,724 |
|
|
|
6,950 |
|
|
|
10,231 |
|
Discontinued operations |
|
|
241 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
33,861 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1) provisions on balance sheet EUR 2,925 million excluding deferred tax liabilities of EUR 325 million |
|
December 31, 2004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating capital (NOC) |
|
|
7,043 |
|
|
|
2,862 |
|
|
|
393 |
|
|
|
(161 |
) |
|
|
1,493 |
|
|
|
2,520 |
|
|
|
117 |
|
|
|
(181 |
) |
Eliminate liabilities comprised in NOC: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- payables/liabilities |
|
|
7,982 |
|
|
|
1,492 |
|
|
|
353 |
|
|
|
2,162 |
|
|
|
710 |
|
|
|
809 |
|
|
|
1,109 |
|
|
|
1,347 |
|
- intercompany accounts |
|
|
|
|
|
|
35 |
|
|
|
10 |
|
|
|
62 |
|
|
|
26 |
|
|
|
|
|
|
|
(104 |
) |
|
|
(29 |
) |
- provisions2) |
|
|
2,669 |
|
|
|
240 |
|
|
|
60 |
|
|
|
314 |
|
|
|
138 |
|
|
|
224 |
|
|
|
619 |
|
|
|
1,074 |
|
Include assets not comprised in NOC: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- investments in unconsolidated comp. |
|
|
5,670 |
|
|
|
46 |
|
|
|
|
|
|
|
19 |
|
|
|
46 |
|
|
|
306 |
|
|
|
5,203 |
|
|
|
50 |
|
- other non-current financial assets |
|
|
876 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
876 |
|
- deferred tax assets |
|
|
1,797 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,797 |
|
- liquid assets |
|
|
4,349 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,349 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
|
30,386 |
|
|
|
4,675 |
|
|
|
816 |
|
|
|
2,396 |
|
|
|
2,413 |
|
|
|
3,859 |
|
|
|
6,944 |
|
|
|
9,283 |
|
Discontinued operations |
|
|
337 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
30,723 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2) |
|
provisions on balance sheet EUR 2,897 million excluding deferred tax liabilities of EUR 228 million
Composition of cash flows before financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4th quarter |
|
|
January to December |
|
|
|
2004 |
|
|
2005 |
|
|
2004 |
|
|
2005 |
|
Cash flows from operating activities |
|
|
1,882 |
|
|
|
1,889 |
|
|
|
2,623 |
|
|
|
2,090 |
|
Cash flows from investing activities |
|
|
1,065 |
|
|
|
(406 |
) |
|
|
668 |
|
|
|
1,298 |
|
Cash flows before financing activities |
|
|
2,947 |
|
|
|
1,483 |
|
|
|
3,291 |
|
|
|
3,388 |
|
30
Philips quarterly statistics
all amounts in millions of euros unless otherwise stated; percentage increases always in
relation to the corresponding period of previous year restated for the intended sale of the MDS business
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
|
1st quarter |
|
|
2nd quarter |
|
|
3rd quarter |
|
|
4th quarter |
|
|
1st quarter |
|
|
2nd quarter |
|
|
3rd quarter |
|
|
4th quarter |
|
Sales |
|
|
6,366 |
|
|
|
7,023 |
|
|
|
7,009 |
|
|
|
8,948 |
|
|
|
6,492 |
|
|
|
6,927 |
|
|
|
7,458 |
|
|
|
9,518 |
|
% increase |
|
|
1 |
|
|
|
12 |
|
|
|
4 |
|
|
|
3 |
|
|
|
2 |
|
|
|
(1 |
) |
|
|
6 |
|
|
|
6 |
|
|
Income from operations |
|
|
212 |
|
|
|
347 |
|
|
|
1,012 |
|
|
|
15 |
|
|
|
207 |
|
|
|
158 |
|
|
|
443 |
|
|
|
971 |
|
as a % of sales |
|
|
3.3 |
|
|
|
4.9 |
|
|
|
14.4 |
|
|
|
0.2 |
|
|
|
3.2 |
|
|
|
2.3 |
|
|
|
5.9 |
|
|
|
10.2 |
|
|
Net income |
|
|
550 |
|
|
|
616 |
|
|
|
1,172 |
|
|
|
498 |
|
|
|
117 |
|
|
|
983 |
|
|
|
1,436 |
|
|
|
332 |
|
per common share in euros |
|
|
0.43 |
|
|
|
0.48 |
|
|
|
0.92 |
|
|
|
0.39 |
|
|
|
0.09 |
|
|
|
0.78 |
|
|
|
1.14 |
|
|
|
0.28 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January- |
|
|
January- |
|
|
January- |
|
|
January- |
|
|
January- |
|
|
January- |
|
|
January- |
|
|
January- |
|
|
|
March |
|
|
June |
|
|
September |
|
|
December |
|
|
March |
|
|
June |
|
|
September |
|
|
December |
|
Sales |
|
|
6,366 |
|
|
|
13,389 |
|
|
|
20,398 |
|
|
|
29,346 |
|
|
|
6,492 |
|
|
|
13,419 |
|
|
|
20,877 |
|
|
|
30,395 |
|
% increase |
|
|
1 |
|
|
|
7 |
|
|
|
6 |
|
|
|
5 |
|
|
|
2 |
|
|
|
0 |
|
|
|
2 |
|
|
|
4 |
|
|
Income from operations |
|
|
212 |
|
|
|
559 |
|
|
|
1,571 |
|
|
|
1,586 |
|
|
|
207 |
|
|
|
365 |
|
|
|
808 |
|
|
|
1,779 |
|
as a % of sales |
|
|
3.3 |
|
|
|
4.2 |
|
|
|
7.7 |
|
|
|
5.4 |
|
|
|
3.2 |
|
|
|
2.7 |
|
|
|
3.9 |
|
|
|
5.9 |
|
|
Net income |
|
|
550 |
|
|
|
1,166 |
|
|
|
2,338 |
|
|
|
2,836 |
|
|
|
117 |
|
|
|
1,100 |
|
|
|
2,536 |
|
|
|
2,868 |
|
as a % of stockholders
equity (ROE) |
|
|
18.5 |
|
|
|
19.0 |
|
|
|
24.5 |
|
|
|
20.3 |
|
|
|
3.7 |
|
|
|
16.3 |
|
|
|
23.7 |
|
|
|
18.3 |
|
per common share in euros |
|
|
0.43 |
|
|
|
0.91 |
|
|
|
1.83 |
|
|
|
2.22 |
|
|
|
0.09 |
|
|
|
0.87 |
|
|
|
2.01 |
|
|
|
2.29 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
period ending 2004 |
|
|
period ending 2005 |
|
Inventories as a % of sales |
|
|
12.3 |
|
|
|
12.7 |
|
|
|
13.6 |
|
|
|
10.7 |
|
|
|
12.0 |
|
|
|
13.4 |
|
|
|
13.3 |
|
|
|
11.4 |
|
|
Net debt : group equity ratio |
|
|
18:82 |
|
|
|
21:79 |
|
|
|
17:83 |
|
|
|
1:99 |
|
|
|
8:92 |
|
|
|
8:92 |
|
|
|
0:100 |
|
|
|
(5):105 |
|
|
Total employees (in thousands) |
|
|
165 |
|
|
|
166 |
|
|
|
167 |
|
|
|
162 |
|
|
|
161 |
|
|
|
160 |
|
|
|
161 |
|
|
|
159 |
|
of which discontinued
operations |
|
|
2 |
|
|
|
3 |
|
|
|
3 |
|
|
|
3 |
|
|
|
2 |
|
|
|
2 |
|
|
|
2 |
|
|
|
2 |
|
Information also available on Internet, address: www.investor.philips.com
Printed in the Netherlands
31
Philips and Toppoly to form leading mobile display company
Thursday, November 10, 2005
Company to offer competitive customer solutions by combining technology capabilities, Intellectual
Property, production resources and customer outreach
Amsterdam, The Netherlands, Chu-Nan,Taiwan Royal Philips Electronics (NYSE: PHG, AEX: PHI) of The
Netherlands and Toppoly Optoelectronics Corporation of Taiwan today announced they have signed a
binding letter of intent to join forces in mobile displays by merging Philips Mobile Display
Systems (MDS) business unit with Toppoly to create a leader in mobile display technology. The
company will be named TPO. Upon completion of the transaction, TPO s principal shareholders will
be Compal Electronics Inc. (of Taiwan): 25.1%, Philips: 17.5%, and UniPresident Enterprises Corp.
(of Taiwan) with 3.5%.
TPO aims to be one of the worlds leading solution providers in the mobile display industry by
combining Philips and Toppolys respective strengths and resources. The deal will result in an
innovative and highly competitive entity in mobile displays, offering an extensive product and
technology portfolio.
Toppoly has state-of-the-art production facilities with substantial production capacity in Taiwan
and China for advanced mobile display technologies, such as low temperature polysilicon (LTPS) and
active matrix organic light emitting diodes (AMOLED). The company, which successfully pioneered
LTPS, has a high performance product portfolio, fast time to market and an extensive customer base
of diversified applications.
Philips will contribute its substantial intellectual property portfolio and its advanced technology
in cooperation with Philips Research, as well as its long-term relationships with a wide, global
customer base and a successful track record in product quality.
Through this merger, we will create a global industry leader that is innovative and provides
sustainable competitive advantages for the long term. By teaming up with MDS, were strengthening
our capabilities to providing the best service to our customers worldwide, said Ray Chen, the
President and CEO of Compal Electronics Inc. and Chairman of Toppoly Optoelectronics Corp.
Toppoly has successfully pioneered LTPS technology in the flat panel industry and continuously
developed next generation display technology to capture the increasingly challenging market. By
combining our respective strengths, we will create leadership in the mobile display market, said
Mr Harrie Brunklaus, Senior Vice President of Philips and CEO of Philips Corporate Investments.
The transaction will be conditional upon regulatory approvals, and is expected to be completed in
the first half of 2006
For further information, please contact:
Jeannet Harpe
Philips Corporate Communications
Tel +31 20 59 77 199
email jeannet.harpe@philips.com
Wilma Wei
Toppoly Optoelectronics Corp.
Tel 886 37 586 393
email IR@toppoly.com
About Toppoly
Established on 24 December 1999, Toppoly Optoelectronics Corp is the first flat panel display
volume manufacturer dedicated in LTPS technology in Taiwan. With years operation, Toppoly has been
successfully building its market reputation in small & medium size panel products, including
digital still camera, mobile phone, PDA, automotive, & notebook. . Information on Toppoly and its
products can be obtained at www.toppoly.com
About Royal Philips Electronics
Royal Philips Electronics of the Netherlands (NYSE: PHG, AEX: PHI) is one of the worlds biggest
electronics companies and Europes largest, with sales of EUR 30.3 billion in 2004. With activities
in the three interlocking domains of healthcare, lifestyle and technology and 161,100 employees in
more than 60 countries, it has market leadership positions in medical diagnostic imaging and
patient monitoring, color television sets, electric shavers, lighting and silicon system solutions.
News from Philips is located at www.philips.com/newscenter
Forward-looking statements
This release may contain certain forward-looking statements with respect to the financial
condition, results of operations and business of Philips and certain of the plans and objectives of
Philips with respect to these items. By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on circumstances that will occur in the future
and there are many factors that could cause actual results and developments to differ materially
from those expressed or implied by these forward-looking statements.
Philips to merge its MDS business unit with Toppoly
Thursday, November 10, 2005
Amsterdam, The Netherlands, Chu-Nan,Taiwan Today Royal Philips Electronics (NYSE: PHG, AEX: PHI)
of The Netherlands and Toppoly Optoelectronics Corporation of Taiwan announced that they have
signed a binding letter of intent to join forces by merging Philips Mobile Display Systems (MDS)
business unit with Toppoly to create a leader in mobile display technology. The company will be
named TPO. Upon completion of the transaction, TPOs principal shareholders will be Compal
Electronics Inc. (of Taiwan): 25.1%, Philips: 17.5%, and UniPresident Enterprises Corp. (of Taiwan)
with 3.5%.
As a result of this transaction Philips will take a charge of approximately EUR 70 million in
fourth quarter 2005, based on current exchange rates and Toppoly share price. Additionally, in
accordance with accounting principles, Philips will deconsolidate the MDS business and separately
report the results in the 2005 financial statements.
The transaction, pending regulatory approvals, is expected to be completed in the first half of
2006. The participation in TPO will be reported as a non-current financial asset.
For further information, please also refer to the joint press release, issued November 10, or
contact:
Jeannet Harpe
Philips Corporate Communications
Tel +31 20 59 77 199
email jeannet.harpe@philips.com
About Royal Philips Electronics
Royal Philips Electronics of the Netherlands (NYSE: PHG, AEX: PHI) is one of the worlds biggest
electronics companies and Europes largest, with sales of EUR 30.3 billion in 2004. With activities
in the three interlocking domains of healthcare, lifestyle and technology and 161,100 employees in
more than 60 countries, it has market leadership positions in medical diagnostic imaging and
patient monitoring, color television sets, electric shavers, lighting and silicon system solutions.
News from Philips is located at www.philips.com/newscenter
Forward-looking statements
This release may contain certain forward-looking statements with respect to the financial
condition, results of operations and business of Philips and certain of the plans and objectives of
Philips with respect to these items. By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on circumstances that will occur in the future
and there are many factors that could cause actual results and developments to differ materially
from those expressed or implied by these forward-looking statements.
Philips opens global R&D center in Shanghai to develop ultra low cost mobiles
Friday, November 11, 2005
Sub $20 GSM Handsets Seeks to Narrow Divide between Chinas Urban & Rural
SHANGHAI, CHINA Royal Philips Electronics (NYSE: PHG, AEX: PHI) on the occasion of the Board of
Managements 3rd visit to China in the past 3 years, today announced the opening of the ULC Design
Center in Shanghai as a further step in the execution of its China growth strategy. This new global
R&D center will be focused on enabling handset manufacturers to develop ultra low-cost (ULC) phones
with Nexperia Cellular System Solutions for emerging markets. The decision is part of an overall
initiative to address the growing consumer demand for low-cost mobile communications in China,
India, Africa, South America and Eastern Europe to drive down total handset costs below $15 by
2008.
This ULC Design Center will drive Philips ultra-low cost activities in China, working closely with
its existing European design facilities and the Bangalore-based Innovation Campus to contribute
towards dramatically reducing costs and bringing handsets to the consumer, manufactured at sub-$20.
This initiative responds to growing consumer spending in rural China, and plans to offer them
affordable access to mobile telephony in order to bridge the digital divide.
According to studies by the World Bank, 77 percent of the worlds population lives within range of
a mobile phone network, but only 25 percent of us subscribe to a mobile phone service, said Gerard
Kleisterlee, President and CEO, Royal Philips Electronics. By offering mobile manufacturers an
ultra low-cost Nexperia Cellular System Solution, we are bringing affordable access to wireless
communications for an untapped global consumer base of 3.3 billion people in key markets such as rural China.
The first commercially available ultra low-cost handsets based on the Nexperia Cellular System
Solution will offer voice, SMS and basic multimedia capability, with a black and white screen,
providing the basic functionality and low cost desired by new subscribers in emerging mobile phone
markets.
As there are no subsidized mobile phones in China, handset manufacturers must provide consumers
with mobile phones they can actually afford. By bringing to market a sub-$5 Nexperia Cellular
System Solution, Philips is enabling its customers to dramatically reduce costs and bring sub-$20
handsets to the consumer, stated Tony Lear, Senior Vice President and General Manager, Philips
Semiconductors China. Philips is pleased to give consumers in emerging markets such as rural China
the ability to connect to each other as well as to entertainment, information and services while on
the move via an ultra low cost handset designed around their needs.
Nexperia is a trademark of Koninklijke Philips Electronics N.V.
Christina Zhang
China Corporate Communications
Tel +86 10 6517 2288 ext. 3080
email christina.th.zhang@philips.com
Terry Chiang
Asia Pacific Semiconductors Communications
Tel +886 2 3789 2821
email terry.chiang@philips.com
Sajin Varghese
Global Corporate Communications
Tel +31 65 16 33 308
email Sajin.varghese@philips.com
About Royal Philips Electronics
Royal Philips Electronics of the Netherlands (NYSE: PHG, AEX: PHI) is one of the worlds biggest
electronics companies and Europes largest, with sales of EUR 30.3 billion in 2004. With activities
in the three interlocking domains of healthcare, lifestyle and technology and 161,100 employees in
more than 60 countries, it has market leadership positions in medical diagnostic imaging and
patient monitoring, color television sets, electric shavers, lighting and silicon system solutions.
News from Philips is located at www.philips.com/newscenter
Schering and Philips team up in new field of optical imaging for the prevention and treatment of
breast cancer
Monday, November 28, 2005
Partners collaborate to develop contrast agents and medical equipment for the
emerging optical imaging market
First development project focused on mammography in Phase I clinical trials
Amsterdam, The Netherlands and Berlin, Germany Royal Philips Electronics (NYSE: PHG, AEX: PHI)
and Schering AG, Germany (FSE: SCH, NYSE: SHR) announced today the formation of an alliance to
research, develop and commercialize medical equipment and associated contrast agents for optical
imaging. As part of their collaboration, the companies will have the option to expand the alliance
to cover other imaging technologies and contrast agents, where synergies between the partners are
expected, and will also explore the emerging field of molecular imaging. Philips and Schering have
agreed to split equally all research and development costs as well as all future revenues from the
contrast agents, medical equipment and related services related to this alliance. Financial details
of the alliance were not disclosed.
Optical imaging is an emerging imaging technology with the potential to offer new approaches in the
prevention and treatment of breast cancer as well as other diseases. Optical imaging uses lasers to
illuminate superficial tissue such as breast tissue. By combining this technology with an optical
dye, tumors might be targeted more precisely. Due to its high resolution and sensitivity, optical
imaging is expected to offer breast cancer patients a less aggressive, more patient-friendly
follow-up examination. Today, such patients may need to undergo the invasive procedure of a biopsy
in cases where traditional exams produce inconclusive results.
We are very excited to team up with a leader in the contrast agent industry. Schering has strong
capabilities in pharmaceutical R&D, and is clearly out in front in the new field of contrast agents
for optical imaging. We also believe this collaboration builds on Philips patient focus of coming
out with advanced, patient-friendly approaches to preventing and treating serious diseases like
breast cancer, explained Jouko Karvinen, CEO of Philips Medical Systems.
Schering is highly committed to drive innovation in the field of optical imaging, said Dr. Karin
Dorrepaal, member of the executive board of Schering AG, responsible for Diagnostic Imaging. We
are looking forward to combining our expertise in the field of optical imaging agents with Philips
strong capabilities in medical imaging and established track record in developing leading edge
diagnostic imaging. This will create strong synergies to drive progress in areas of high unmet
medical need such as the early and precise diagnosis of breast cancer.
The alliances first development project will combine an optical dye called omocianine (SF-64) from
Schering for the diagnosis of breast cancer, currently in Phase I trials, with an enhanced
mammography device developed by Philips. The companies will also explore the emerging field of
molecular imaging, looking at how to develop dyes that can potentially target breast tumors at the
molecular level. Philips and Schering believe the alliance announced today will put them in a
leading position in the emerging optical imaging market.
It is estimated that once products are commercialized, the market for optical imaging contrast
agents and equipment will see average annual growth rates of over 20%.
According to health services company Imaginis Corporation, breast cancer is the second leading
cause of cancer deaths in women today (after lung cancer). The World Health Organization estimates
that more than 1.2 million people around the world will be diagnosed with breast cancer this year,
with the number of deaths among women expected to exceed 40,000 in the United States alone. Death
rates from breast cancer did decline significantly between 1992 and 1996, according to the American
Cancer Society, and medical experts attribute the decline to earlier detection and more effective
treatments.
For further information, please contact:
Jayson Otke
Philips Corporate Communications
Tel +31 20 5977215
email jayson.otke@philips.com
Oliver Renner
Schering AG Media Relations
Tel +49-30-468 12431
email oliver.renner@schering.de
About Royal Philips Electronics
Royal Philips Electronics of the Netherlands (NYSE: PHG, AEX: PHI) is one of the worlds biggest
electronics companies and Europes largest, with sales of EUR 30.3 billion in 2004. With activities
in the three interlocking domains of healthcare, lifestyle and technology and 161,100 employees in
more than 60 countries, it has market leadership positions in medical diagnostic imaging and
patient monitoring, color television sets, electric shavers, lighting and silicon system solutions.
News from Philips is located at www.philips.com/newscenter
About Schering AG
Schering AG is a research-based pharmaceutical company. Its activities are focused on four business
areas: Gynecology&Andrology, Oncology, Diagnostic Imaging as well as Specialized Therapeutics for
disabling diseases. As a global player with innovative products, Schering AG aims for leading
positions in specialized markets worldwide. With in-house R&D and supported by an excellent global
network of external partners, Schering AG is securing a promising product pipeline. Using new
ideas, Schering AG aims to make a recognized contribution to medical progress and strives to
improve the quality of life: making medicine work.
Forward-looking statements
This release may contain certain forward-looking statements with respect to the financial
condition, results of operations and business of Philips and certain of the plans and objectives of
Philips with respect to these items. By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on circumstances that will occur in the future
and there are many factors that could cause actual results and developments to differ materially
from those expressed or implied by these forward-looking statements.
Philips and NEC to form joint venture in business communications
Monday, November 28, 2005
Amsterdam, The Netherlands Today Royal Philips Electronics (NYSE: PHG, AEX: PHI) of The
Netherlands and NEC Corporation of Japan (NYSE:NIPNY) announced that they have signed a binding
Memorandum of Understanding (MoU) to form a joint venture in enterprise communications, by NEC
taking a majority share in Philips Business Communications unit (PBC). The new company will be
named NEC Philips Unified Solutions. Upon completion of the transaction, NEC will hold 60% and
Philips 40% of shares.
By combining NECs strong technology base and market position in Japan and North America, with
Philips strong market presence in Europe, NEC Philips Unified Solutions will be able to strengthen
its position in Europe in view of the fast technology changes in the modern telecom world.
The agreement involves all Philips Business Communications activities and businesses in EMEA
(Europe, Middle-East and Africa), with a total workforce of approximately 900 people.
Philips and NEC have been cooperating closely since 2003 in a strategic partnership to jointly
develop and deploy IP technology in enterprise communications. Since then both parties have
leveraged their expertise to successfully address new opportunities in the IP communications
market, further developing customer base and channels to market.
Kazuo Tsuzuki, Associate Senior Vice President of NECs Enterprise Solutions Operations stated:
This joint venture will strengthen NECs global position in the telecom market and we are
expecting to grow sales of UNIVERGE solutions to the global customers on top of the continued sales
of the Philips portfolio. It will support NECs growth ambition by using the strong market position
of PBC in the European enterprise communications market.
Commenting on the agreement, Harrie Brunklaus, CEO of Philips Corporate Investments said: The
combined strengths of NEC and Philips will offer NEC Philips Unified Solutions unique opportunities
in developing a powerful portfolio of solutions and services, extending market reach and share of
the business communications market in Europe.
The transaction will be conditional upon regulatory approvals and is expected to be completed in
the second quarter of 2006.
For more information, please contact:
Jeannet Harpe
Philips Corporate Communications
Tel +31 20 59 77 199
email jeannet.harpe@philips.com
Chris Shimizu
NEC Europe Ltd
Tel +44 (0)20 8752 2794
email chris.shimizu@uk.neceur.com
About Royal Philips Electronics
Royal Philips Electronics of the Netherlands (NYSE: PHG, AEX: PHI) is one of the worlds biggest
electronics companies and Europes largest, with sales of EUR 30.3 billion in 2004. With activities
in the three interlocking domains of healthcare, lifestyle and technology and 161,100 employees in
more than 60 countries, it has market leadership positions in medical diagnostic imaging and
patient monitoring, color television sets, electric shavers, lighting and silicon system solutions.
News from Philips is located at www.philips.com/newscenter
About NEC Corporation
NEC Corporation (NASDAQ: NIPNY) (FTSE: 6701q.l) is one of the worlds leading providers of
Internet, broadband network and enterprise business solutions dedicated to meeting the specialized
needs of its diverse and global base of customers. Ranked as one of the worlds top
patent-producing companies, NEC delivers tailored solutions in the key fields of computer,
networking and electron devices, by integrating its technical strengths in IT and Networks, and by
providing advanced semiconductor solutions through NEC Electronics Corporation. The NEC Group
employs more than 140,000 people worldwide and had net sales of 4,855 billion yen (approx. $45
billion) in the fiscal year ended March 2005. For additional information, please visit the NEC home
page at: www.nec.com.
Forward-looking statements
This release may contain certain forward-looking statements with respect to the financial
condition, results of operations and business of Philips and certain of the plans and objectives of
Philips with respect to these items. By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on circumstances that will occur in the future
and there are many factors that could cause actual results and developments to differ materially
from those expressed or implied by these forward-looking statements.
Philips completes acquisition of Agilents stake in Lumileds
Tuesday, November 29, 2005
Amsterdam, The Netherlands Royal Philips Electronics (NYSE: PHG, AEX: PHI) announced today that
the transaction to acquire the shares of Agilent LED International in Lumileds Lighting
International B.V. for approximately US$ 950 million, which was announced on August 15, 2005, has
been completed, meaning that the shares of Agilent LED International in Lumileds Lighting
International B.V. have been transferred to Philips Lumileds Holding B.V.
As a result of the transaction, Lumileds will be financially consolidated with immediate effect.
For further information, please contact:
Jeannet Harpe
Philips Corporate Communications
Tel +31 20 59 77 199
email jeannet.harpe@philips.com
About Royal Philips Electronics
Royal Philips Electronics of the Netherlands (NYSE: PHG, AEX: PHI) is one of the worlds biggest
electronics companies and Europes largest, with sales of EUR 30.3 billion in 2004. With activities
in the three interlocking domains of healthcare, lifestyle and technology and 161,100 employees in
more than 60 countries, it has market leadership positions in medical diagnostic imaging and
patient monitoring, color television sets, electric shavers, lighting and silicon system solutions.
News from Philips is located at www.philips.com/newscenter
Forward-looking statements
This release may contain certain forward-looking statements with respect to the financial
condition, results of operations and business of Philips and certain of the plans and objectives of
Philips with respect to these items. By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on circumstances that will occur in the future
and there are many factors that could cause actual results and developments to differ materially
from those expressed or implied by these forward-looking statements.
Philips updates market on its Domestic Appliances and Personal Care (DAP) and its Lighting
businesses
Wednesday, December 07, 2005
Amsterdam, The Netherlands, In a meeting with investors and financial analysts today, Royal Philips
Electronics (AEX: PHI, NYSE: PHG) will discuss how the companys Domestic Appliances and Personal
Care (DAP) and Lighting businesses are expected to build on their ongoing solid contribution to
profitable growth and value creation at Philips.
DAP on track to becoming a significantly larger business
Over the next five years, we expect DAP to become a substantially bigger and more valuable
division at Philips, with a long-term average annual organic growth rate of roughly 7%, Mr. Andrea
Ragnetti, CEO of Philips Domestic Appliances and Personal Care, said. Contributing to this growth
is our ongoing expansion into emerging markets as well as innovative products, like the
PerfectDraft home beer tap and the Senseo coffeemaker. We also anticipate that future activities in
the consumer health & wellness market will add to growth, Mr. Ragnetti explained.
At the meeting, Philips will reiterate the company is on track to maintaining a target margin on
income from operations of 15 to 16%. Ongoing investments in R&D, strategic partnerships, plus
innovative marketing concepts such as the recently announced partnership deal to become Male
Shaving Partner of the WilliamsF1 (Formula One) team in 2006 are all contributing to solid
profitability in this business.
Lighting building on global leadership position to shape future of industry
Lighting will also continue to fuel profitable growth at Philips for the foreseeable future. Well
continue to build on our number one position in the global lighting market by boosting our presence
in emerging markets and shaping the future direction of the industry through our innovations in LCD
backlighting and presence in solid state lighting, Mr. Theo van Deursen, CEO of Philips Lighting
explained.
With the completion of the acquisition of Agilents stake in Lumileds, Philips will focus on
growing the Lumileds business and developing wider applications for high-power LED lighting. The
company will also aim to exploit the untapped environmental potential of new lighting technologies
- such as the recently launched CosmoPolis white light system for outdoor lighting, which is more
energy efficient than traditional products and provides for greater safety on roads.
Overview of 2005/2006 accounting matters
The Analyst Day meeting will conclude with an overview by Gerard Ruizendaal, Philips Group
Controller, of specific accounting matters in 2005/2006 and their impact on Philips. These include
a further insight into Other Activities, the impact of changes in the accounting treatment of
Philips holding in Taiwan Semiconductor Manufacturing Corporation (TSMC), and an explanation of
the European Union Directive on Waste Electrical and Electronic Equipment (WEEE), which went into
effect on August 13
Jayson Otke
Philips Corporate Communications
Tel +31 20 5977215
email jayson.otke@philips.com
Forward-looking statements
This release may contain certain forward-looking statements with respect to the financial
condition, results of operations and business of Philips and certain of the plans and objectives of
Philips with respect to these items. By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on circumstances that will occur in the future
and there are many factors that could cause actual results and developments to differ materially
from those expressed or implied by these forward-looking statements.
About Royal Philips Electronics
Royal Philips Electronics of the Netherlands (NYSE: PHG, AEX: PHI) is one of the worlds biggest
electronics companies and Europes largest, with sales of EUR 30.3 billion in 2004. With activities
in the three interlocking domains of healthcare, lifestyle and technology and 161,100 employees in
more than 60 countries, it has market leadership positions in medical diagnostic imaging and
patient monitoring, color television sets, electric shavers, lighting and silicon system solutions.
News from Philips is located at www.philips.com/newscenter
Philips lowers its stake in LG.PHILIPS LCD
Wednesday, December 14, 2005
Amsterdam, The Netherlands Royal Philips Electronics (AEX: PHI, NYSE: PHG) today announced it has
sold approximately 18 million shares of common stock in LG.Philips LCD Co., Ltd. (LPL) (NYSE:
LPL, KRX: 034220). The transaction, which closed today, will provide Philips with gross proceeds of
approximately EUR 615 million, and will result in a non-taxable gain of approximately EUR 210
million in the fourth quarter of 2005.
As a result of this transaction, Philips will hold approximately 117.6 million shares in LPL,
resulting in a lowering of Philips holding in LPL from 37.9 to 32.9 percent.
For further information, please contact:
Jeannet Harpe
Philips Corporate Communications
Tel +31 20 59 77 199
email jeannet.harpe@philips.com
About Royal Philips Electronics
Royal Philips Electronics of the Netherlands (NYSE: PHG, AEX: PHI) is one of the worlds biggest
electronics companies and Europes largest, with sales of EUR 30.3 billion in 2004. With activities
in the three interlocking domains of healthcare, lifestyle and technology and 161,500 employees in
more than 60 countries, it has market leadership positions in medical diagnostic imaging and
patient monitoring, color television sets, electric shavers, lighting and silicon system solutions.
News from Philips is located at www.philips.com/newscenter
Forward-looking statements
This release may contain certain forward-looking statements with respect to the financial
condition, results of operations and business of Philips and certain of the plans and objectives of
Philips with respect to these items. By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on circumstances that will occur in the future
and there are many factors that could cause actual results and developments to differ materially
from those expressed or implied by these forward-looking statements.
Philips announces planned top management changes
Thursday, December 15, 2005
Amsterdam, The Netherlands Royal Philips Electronics (AEX: PHI, NYSE: PHG) today announced that
Philips Supervisory Board has decided to propose to the General Meeting of Shareholders on March
30, 2006, to appoint the current heads of the companys five product divisions as members of
Philips Board of Management, effective April 1, 2006.
Philips five product divisions are headed by:
|
|
|
Mr. Jouko Karvinen (b. 1957, Finnish), CEO Philips Medical Systems |
|
|
|
|
Mr. Andrea Ragnetti (b. 1960, Italian), CEO Philips Domestic Appliances and
Personal Care, and Chief Marketing Officer, Royal Philips Electronics |
|
|
|
|
Mr. Rudy Provoost (b. 1959, Belgian), CEO Philips Consumer Electronics |
|
|
|
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Mr. Theo van Deursen (b. 1946, Dutch), CEO Philips Lighting |
|
|
|
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Mr. Frans van Houten (b. 1960, Dutch), CEO Philips Semiconductors |
In commenting on these appointments, Gerard Kleisterlee, President and CEO of Royal Electronics,
said, The current board members and I believe its important we extend our circle to include the
heads of the companys five product divisions, as these colleagues play a crucial role in driving
profitable growth at Philips. We look forward to working together with them as a team to meet the
long-term strategic goals weve set for the company.
Philips also announced that, as planned, Ad Huijser will retire from Philips Board of Management,
effective April 1, 2006. Mr. Huijser combined his membership of the board with the role of Chief
Technology Officer.
Ad Huijser has made a significant contribution to Philips during his 35-year career with the
company in particular overseeing the companys research activities that form the cornerstone of
the advanced technologies we bring to market. Well miss his contribution on the board, and wish
him all the best for his retirement, Mr. Kleisterlee added.
In his role of Chief Technology Officer, Mr. Huijser will be succeeded by Rick Harwig (b. 1949,
Dutch), currently CEO of Philips Research. The appointment will take effect as of April 1, 2006. In
his new capacity, Mr. Harwig will also be a member of the Group Management Committee.
Upon the retirement of Mr. Huijser and upon receiving shareholder approval for the new board
appointments, there will be a total of eight members on Philips Board of Management.
Below is an overview of the current and new composition of Philips Board of Management and Group
Management Committee:
|
|
|
Current |
|
From April 1, 2006 |
Board of Management
|
|
Board of Management |
Gerard Kleisterlee, President & CEO
|
|
Gerard Kleisterlee, President & CEO |
|
|
|
Current |
|
From April 1, 2006 |
Pierre-Jean Sivignon, CFO
|
|
Pierre-Jean Sivignon, CFO |
Gottfried Dutine
|
|
Gottfried Dutine |
Ad Huijser (Technology)
|
|
Jouko Karvinen |
|
|
Andrea Ragnetti |
|
|
Rudy Provoost |
|
|
Theo van Deursen |
|
|
Frans van Houten |
|
|
|
Group Management Committee
|
|
Group Management Committee |
The members of the Board of Management
|
|
The members of the Board of Management |
plus:
|
|
plus: |
Jouko Karvinen
|
|
Arie Westerlaken (Legal) |
Andrea Ragnetti
|
|
Tjerk Hooghiemstra (HR) |
Rudy Provoost
|
|
Daniel Hartert (IT) |
Theo van Deursen
|
|
Barbara Kux (Procurement) |
Frans van Houten
|
|
Rick Harwig (Technology) |
Arie Westerlaken (Legal) |
|
|
Tjerk Hooghiemstra (HR) |
|
|
Daniel Hartert (IT) |
|
|
Barbara Kux (Procurement) |
|
|
For further information, please contact:
Gerd Götz
Philips Corporate Communications
Tel +31 20 59 77 213
email gerd.goetz@philips.com
About Royal Philips Electronics
Royal Philips Electronics of the Netherlands (NYSE: PHG, AEX: PHI) is one of the worlds biggest
electronics companies and Europes largest, with sales of EUR 30.3 billion in 2004. With activities
in the three interlocking domains of healthcare, lifestyle and technology and 161,100 employees in
more than 60 countries, it has market leadership positions in medical diagnostic imaging and
patient monitoring, color television sets, electric shavers, lighting and silicon system solutions.
News from Philips is located at www.philips.com/newscenter
Forward-looking statements
This release may contain certain forward-looking statements with respect to the financial
condition, results of operations and business of Philips and certain of the plans and objectives of
Philips with respect to these items. By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on circumstances that will occur in the future
and there are many factors that could cause actual results and developments to differ materially
from those expressed or implied by these forward-looking statements.
Philips to place its semiconductor business in a separate legal structure
Thursday, December 15, 2005
Amsterdam, The Netherlands Royal Philips Electronics (AEX: PHI, NYSE: PHG) today announced it
will start the process to create a separate legal structure for its Semiconductors business, giving
Philips flexibility to pursue strategic options for further strengthening the longer-term
performance of these activities.
In early 2005 Philips introduced a Business Renewal program to improve the Semiconductor divisions
competitiveness and bring profitability through the cycle to between 5 and 15%, as well as to
increase market share in the Semiconductors divisions four core businesses of Mobile & Personal,
Home, Automotive & identification, and Multi Market Semiconductors.
While we are pleased with the progress of the Business Renewal Program, we see opportunities to
further strengthen the activities and maximize shareholder value, with the step we announced today,
in an industry where scale matters, Gerard Kleisterlee, President and CEO of Royal Philips
Electronics, stated.
This move will lead to increased flexibility for our Semiconductor business to invest, grow and
build scale in the competitive semiconductor market, while continuing to leverage the strengths of
Philips overall. This is good news for our customers and employees, said Frans van Houten, CEO of
Philips Semiconductors
For further information, please contact:
Jayson Otke
Philips Corporate Communications
Tel +31 20 5977215
email jayson.otke@philips.com
About Royal Philips Electronics
Royal Philips Electronics of the Netherlands (NYSE: PHG, AEX: PHI) is one of the worlds biggest
electronics companies and Europes largest, with sales of EUR 30.3 billion in 2004. With activities
in the three interlocking domains of healthcare, lifestyle and technology and 161,100 employees in
more than 60 countries, it has market leadership positions in medical diagnostic imaging and
patient monitoring, color television sets, electric shavers, lighting and silicon system solutions.
News from Philips is located at www.philips.com/newscenter
Forward-looking statements
This release may contain certain forward-looking statements with respect to the financial
condition, results of operations and business of Philips and certain of the plans and objectives of
Philips with respect to these items. By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on circumstances that will occur in the future
and there are many factors that could cause actual results and developments to differ materially
from those expressed or implied by these forward-looking statements.
Philips writes off its book value for LG.Philips Displays
Wednesday, December 21, 2005
One time non-cash impairment charges amount to approximately EUR 418 million and cash charge to EUR
42 million
Amsterdam, the Netherlands The success of flat displays has increased the pressure on demand and
prices for Cathode Ray Tubes (CRT). As a consequence, LG.Philips Displays (LPD), the CRT
business-joint venture between Royal Philips Electronics (NYSE: PHG, AEX: PHI) and LG Electronics,
announced today impairment charges, which it will book in the fourth quarter of 2005.
Philips has reviewed the consequences of the announced impairment for the valuation of its
interests in LPD and will write off the remaining book value of approximately EUR 128 million of
the investment. Philips will also pass through its income statement an accumulated negative
difference in currency translation of approximately EUR 290 million related to its investment in
LPD, which will have no impact on Philips equity. Both impairment charges together amount to EUR
418 million and are of a non-cash nature.
In addition Philips will take a cash charge of approximately EUR 42 million associated with the
existing guarantee provided to LPDs banks.
All amounts above will be reported under results related to unconsolidated companies. Future
results in LPDs financial statements will not negatively impact Philips equity, as Philips will not
inject further capital in LPD.
Philips will continue to be a key customer of LPD for its CRT requirements.
For further information, please contact:
Jeannet Harpe
Philips Corporate Communications
Tel +31 20 59 77 199
email jeannet.harpe@philips.com
About Royal Philips Electronics
Royal Philips Electronics of the Netherlands (NYSE: PHG, AEX: PHI) is one of the worlds biggest
electronics companies and Europes largest, with sales of EUR 30.3 billion in 2004. With activities
in the three interlocking domains of healthcare, lifestyle and technology and 161,100 employees in
more than 60 countries, it has market leadership positions in medical diagnostic imaging and
patient monitoring, color television sets, electric shavers, lighting and silicon system solutions.
News from Philips is located at www.philips.com/newscenter
Forward-looking statements
This release may contain certain forward-looking statements with respect to the financial
condition, results of operations and business of Philips and certain of the plans and objectives of
Philips with respect to these items. By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on circumstances that will occur in the future
and there are many factors that could cause actual results and developments to differ materially
from those expressed or implied by these forward-looking statements.
Philips announces internal transfer of TSMC shares
Wednesday, December 28, 2005
Amsterdam, the Netherlands Royal Philips Electronics (NYSE: PHG, AEX: PHI) announced today that
it has acquired from its fully owned subsidiary Philips Electronics Industries (Taiwan) Ltd (PEI)
approximately 1,928 million shares of Taiwan Semiconductor Manufacturing Company Ltd (TSMC). As a
result PEI will no longer hold shares in TSMC and Philips is the sole holder of shares in TSMC held
within the Philips Group.
This transaction advanced the payment of approximately EUR 240 million tax which otherwise would
have been due at the moment the shares would be sold to a third party. The transaction will
facilitate any future disposals by Philips. In the last offering of TSMC Philips agreed to a
lock-up until December 31, 2006.
For further information, please contact:
Gerd Götz
Philips Corporate Communications
Tel +31 20 59 77 217
email gerd.goetz@philips.com
About Royal Philips Electronics
Royal Philips Electronics of the Netherlands (NYSE: PHG, AEX: PHI) is one of the worlds biggest
electronics companies and Europes largest, with sales of EUR 30.3 billion in 2004. With activities
in the three interlocking domains of healthcare, lifestyle and technology and 161,100 employees in
more than 60 countries, it has market leadership positions in medical diagnostic imaging and
patient monitoring, color television sets, electric shavers, lighting and silicon system solutions.
News from Philips is located at www.philips.com/newscenter
Forward-looking statements
This release may contain certain forward-looking statements with respect to the financial
condition, results of operations and business of Philips and certain of the plans and objectives of
Philips with respect to these items. By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on circumstances that will occur in the future
and there are many factors that could cause actual results and developments to differ materially
from those expressed or implied by these forward-looking statements.
Philips transfers ownership of optical pick-up unit to Arima Devices
Monday, January 09, 2006
Amsterdam, The Netherlands and Taipei, Taiwan Royal Philips Electronics (NYSE: PHG, AEX: PHI) and
Arima Devices, an affiliated company of Arima Computer Corp. (TSE: Arima-2381) announced today they
signed a share purchase agreement to transfer Philips optical pick-up (OPU) business unit to Arima
Devices. Philips will take an approximate 14% share in Arima Devices at the completion of the deal.
The OPU business unit produces optical pick up units for DVD recorders and PC DVD drives and is
part of Philips Optical Storage. No financial details were disclosed.
The market for optical pick-up units for DVD recorders and PC DVD drives is maturing and economies
of scale are needed to remain competitive. Through the transfer to Arima Devices, the OPU business
unit will benefit from economies of scale. Arima Devices will benefit from acquired Philips
technology and expertise in DVD recording and Blu-ray Disc, which includes all patents generated by
the OPU business unit.
The OPU business unit employs approximately 740 people in Asia and 40 people in Europe. These
employees will be transferred to Arima Devices upon completion of the deal, which is expected to
close in Q1 2006.
For further information, please contact:
Jayson Otke
Philips Corporate Communications
Tel +31 20 5977215
email jayson.otke@philips.com
Ruth Liaw
Arima Devices Corporation
Tel +886 2 2749 5588
About Royal Philips Electronics
Royal Philips Electronics of the Netherlands (NYSE: PHG, AEX: PHI) is one of the worlds biggest
electronics companies and Europes largest, with sales of EUR 30.3 billion in 2004. With activities
in the three interlocking domains of healthcare, lifestyle and technology and 161,100 employees in
more than 60 countries, it has market leadership positions in medical diagnostic imaging and
patient monitoring, color television sets, electric shavers, lighting and silicon system solutions.
News from Philips is located at www.philips.com/newscenter
Forward-looking statements
This release may contain certain forward-looking statements with respect to the financial
condition, results of operations and business of Philips and certain of the plans and objectives of
Philips with respect to these items. By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on circumstances that will occur in the future
and there are many factors that could cause actual results and developments to differ materially
from those expressed or implied by these forward-looking statements.
Philips to acquire personal emergency response company Lifeline Systems, Inc.
Thursday, January 19, 2006
Acquisition of market leader in North America positions Philips to enter the home healthcare market
Amsterdam, The Netherlands and Framingham, Massachusetts Royal Philips Electronics (NYSE:PHG,
AEX:PHI) announced today that they have signed a definitive merger agreement with Lifeline Systems,
Inc. (NASDAQ: LIFE) under which Philips will acquire Lifeline, a leader in personal emergency
response services. Philips has agreed to acquire Lifeline for USD 47.75 per share or a total equity
value of USD 750 million (equaling an aggregate value of USD 690 million net of USD 60 million cash
and cash equivalents) in a transaction that has been unanimously approved by the Board of Directors
of Lifeline. Completion of the transaction is subject to the terms and conditions of the merger
agreement, which contains customary closing conditions and is subject to the approval of Lifelines
shareholders.
The acquisition of Lifeline is an important step on our roadmap for growth in healthcare, says
Gerard Kleisterlee, President and CEO of Royal Philips Electronics. By targeting seniors and other
people who want to continue living independently and exerting more control over their health and
lifestyle, he added, we aim to become a global player in the evolving home healthcare market.
The aging of the population provides strong underlying market growth for home healthcare solutions
such as those offered by Lifeline. Today, seniors represent around 15% of the population in the
developed world and are expected to almost double in size over the next 25 years. At the same time
they are becoming increasingly active in managing their own health and wellness. Personal response
services are already the largest category of home healthcare solutions purchased out-of-pocket by
older adults and their caregivers. Still, penetration in the age group 65 years and older is just
2-3%, allowing for significant future growth.
Lifelines revenues in 2005 are expected to be approximately USD 150 million, representing a 15%
increase over 2004. A large part of the revenues are recurring in nature. Lifelines operating
margins in 2005 are expected to be approximately 15%. The company has a broad market presence in
the United States and Canada. The company markets its services through a network of more than 2,500
hospitals and other healthcare providers and serves a subscriber base of nearly 470,000.
Lifelines twenty-four hours a day service gives independently minded seniors the confidence to
maintain an active life at home, knowing if they suddenly need help, they can send an alert to a
monitoring center that indicates that they need assistance. Two-way communication allows a caring
and professionally trained operator who has instant access to the pertinent health history and
personal profile of the caller to establish the nature of the problem. Appropriate action can
then be taken, including notifying a neighbor or family member, or summoning emergency services.
Our many years of understanding consumers and their needs have led us to identify healthcare at
home as a key sector for us, stated Ivo Lurvink, CEO of Philips Consumer Health & Wellness.
Lifeline is a market-leader that offers us a platform for other home healthcare products and
services. As such it complements our existing presence in
telemedicine, showcased in Motiva, our advanced interactive healthcare system. We believe our
brand, global presence, technology and innovation capabilities will accelerate the growth of the
company and were very much looking forward to working with their experienced management team and
talented employees.
Lifeline President and CEO, Ron Feinstein said: Philips acquisition of Lifeline represents the
next phase in the continued evolution and growth of our company. This combination of two industry
leaders opens up numerous product and technology synergies, as well as growth opportunities
designed to both further and broaden Lifelines founding mission of providing personal emergency
response and support services to the at-risk elderly and their families to enhance their
independence and quality of life.
For further information, please contact:
Jeannet Harpe
Philips Corporate Communications
Tel +31 20 59 77 199
email jeannet.harpe@philips.com
About Royal Philips Electronics
Royal Philips Electronics of the Netherlands (NYSE: PHG, AEX: PHI) is one of the worlds biggest
electronics companies and Europes largest, with sales of EUR 30.3 billion in 2004. With activities
in the three interlocking domains of healthcare, lifestyle and technology and 161,100 employees in
more than 60 countries, it has market leadership positions in medical diagnostic imaging and
patient monitoring, color television sets, electric shavers, lighting and silicon system solutions.
News from Philips is located at www.philips.com/newscenter
About Lifeline
Established in 1974, Lifeline is the leading provider of personal response services and emergency
call systems in the United States and Canada. As of September 30, 2005, the company expects to
report, as per 31 December 2005, it supported nearly 470,000 subscribers from its response centers
in Massachusetts, Ontario and Quebec. Lifeline also supplies emergency response equipment and
services to owners and developers of independent and assisted living and continuing care retirement
communities across North America. To people who live alone or in senior living communities, as well
as their caregivers, the company provides reassurance and peace of mind with dedicated,
well-trained people, advanced technology and a nationwide support structure designed to achieve
service excellence. The company is committed to affording Lifeline subscribers and senior living
residents the dignity, privacy and respect to which they are entitled. For more information about
Lifeline Systems, visit: www.lifelinesys.com.
Forward-looking statements
This release may contain certain forward-looking statements with respect to the financial
condition, results of operations and business of Philips and certain of the plans and objectives of
Philips with respect to these items. By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on circumstances that will occur in the future
and there are many factors that could cause actual results and developments to differ materially
from those expressed or implied by these forward-looking statements.