Annual Report 2011
Financial, social and environmental performance
Accelerate!
The journey to unlock
our full potential
Contents
Performance highlights
4
Message from the CEO
6
1
Our company
10
2
Our strategic focus
12
3
Our strategy in action
14
3.1
Philips’ China journey – a dynamic partnership
15
3.2
COPD home care solutions: Philips delivers
17
3.3
Global leadership through local relevance
19
3.4
Building a global oral healthcare brand
21
3.5
Innovation bringing city lighting to life
23
3.6
Customer-centric innovation shaping the future of
motoring
25
4
Our planet, our partners, our people
27
4.1
Optimizing our ecological footprint
28
4.2
Partnering to drive change
30
4.3
Our people – making a difference
32
5
Group performance
34
5.1
Management discussion and analysis
35
5.2
Liquidity and capital resources
43
5.3
Other performance measures
48
5.4
Sustainability
51
5.5
Proposed distribution to shareholders
57
5.6
Outlook
58
6
Sector performance
59
6.1
Healthcare
61
6.2
Consumer Lifestyle
67
6.3
Lighting
72
6.4
Group Management & Services
77
7
Risk management
81
7.1
Our approach to risk management and business
control
81
7.2
Risk categories and factors
84
7.3
Strategic risks
85
7.4
Operational risks
86
7.5
Compliance risks
88
7.6
Financial risks
90
8
Management
92
9
Supervisory Board
94
10
Supervisory Board report
96
10.1 Report of the Corporate Governance and Nomination
& Selection Committee
99
10.2 Report of the Remuneration Committee
100
10.3 Report of the Audit Committee
105
11
Corporate governance
107
11.1 Board of Management
107
11.2 Supervisory Board
109
11.3 General Meeting of Shareholders
111
11.4 Logistics of the General Meeting of Shareholders
112
11.5 Investor Relations
113
IFRS basis of presentation
The financial information included in this document is based on IFRS, unless otherwise indicated.
Forward-looking statements and other information Please refer to chapter 19, Forward-looking statements and other information, of this Annual Report for more information about forward-looking statements, third-party market share data, fair value information, IFRS basis of preparation, use of non-GAAP information, statutory financial statements and management report, and reclassifications.
Dutch Financial Markets Supervision Act
This document comprises regulated information within the meaning of the Dutch Financial Markets Supervision Act (Wet op het Financieel Toezicht). Statutory financial statements and management report The chapters Group financial statements and Company financial statements contain the statutory financial statements of the Company. The introduction to the chapter Group financial statements sets out which parts of this Annual Report form the Management report within the meaning of Section 2:391 of the Dutch Civil Code (and related Decrees).
12
Group financial statements
117
12.1 Management’s report on internal control
117
12.2 Reports of the independent auditor
117
12.3 Auditors’ report on internal control over financial
reporting
118
12.4 Consolidated statements of income
119
12.5 Consolidated statements of comprehensive income
120
12.6 Consolidated balance sheets
121
12.7 Consolidated statements of cash flows
123
12.8 Consolidated statements of changes in equity
125
12.9 Information by sector and main country
126
12.10 Significant accounting policies
129
12.11 Notes
137
1
Income from operations
137
2
Financial income and expenses
138
3
Income taxes
139
4
Investments in associates
142
5
Discontinued operations and other assets
classified as held for sale
142
6
Earnings per share
144
7
Acquisitions and divestments
144
8
Property, plant and equipment
146
9
Goodwill
147
10
Intangible assets excluding goodwill
148
11
Non-current receivables
150
12
Other non-current financial assets
150
13
Other non-current assets
150
14
Inventories
150
15
Current financial assets
150
16
Other current assets
151
17
Current receivables
151
18
Shareholders’ equity
151
19
Long-term debt and short-term debt
152
20
Provisions
153
21
Other non-current liabilities
155
22
Accrued liabilities
155
23
Other current liabilities
155
24
Contractual obligations
155
25
Contingent liabilities
156
26
Cash from (used for) derivatives and securities
158
27
Proceeds from non-current financial assets
158
28
Assets in lieu of cash from sale of businesses
158
29
Pensions and other postretirement benefits
158
30
Share-based compensation
162
31
Related-party transactions
165
32
Information on remuneration
165
33
Fair value of financial assets and liabilities
170
34
Details of treasury risks
171
35
Subsequent events
174
12.12 Independent auditor’s report - Group
175
13
Company financial statements
176
13.1 Balance sheets before appropriation of results
177
13.2 Statements of income
178
13.3 Statement of changes in equity
178
13.4 Notes
179
A
Investments in affiliated companies
179
B
Other non-current financial assets
179
C
Receivables
179
D
Shareholders’ equity
179
E
Long-term debt and short-term debt
181
F
Other current liabilities
181
G
Net income
181
H
Employees
181
I
Contingent liabilities
181
J
Audit fees
181
K
Subsequent events
181
13.5 Independent auditor’s report - Company
182
14
Sustainability statements
183
14.1 Economic indicators
186
14.2 EcoVision
186
14.3 Green Manufacturing 2015
188
14.4 Social indicators
190
14.5 General Business Principles
192
14.6 Supplier indicators
193
14.7 Independent assurance report
197
14.8 Global Reporting Initiative (GRI) table
198
15
Reconciliation of non-GAAP information
205
16
Five-year overview
210
17
Investor Relations
213
17.1 Key financials and dividend policy
213
17.2 Share information
215
17.3 Philips’ rating
217
17.4 Performance in relation to market indices
218
17.5 Philips’ acquisitions
221
17.6 Financial calendar
222
17.7 Investor contact
222
18
Definitions and abbreviations
225
19
Forward-looking statements and other
information
Performance highlights
Performance
highlights
Prior years results and cash flows have been restated to reflect the effect of classifying the Television business as discontinued operations in 2011.
Financial table
all amounts in millions of euros unless otherwise stated
2009 2010 2011 Sales 20,092 22,287 22,579 EBITA1) 1,096 2,562 1,680 as a % of sales 5.5 11.5 7.4 EBIT1) 660 2,080 (269) as a % of sales 3.3 9.3 (1.2)
Net income (loss) 424 1,452 (1,291) per common share in euros
- basic 0.46 1.54 (1.36)
- diluted 0.46 1.53 (1.36)
Net operating capital1) 12,649 11,951 10,427
Free cash flows1) 763 1,356 (108)
Shareholders’ equity 14,595 15,046 12,355 Employees at December 312) 116,153 119,775 125,241
of which discontinued operations 4,764 3,610 3,353
1) For a reconciliation to the most directly comparable GAAP measures, see
chapter 15, Reconciliation of non-GAAP information, of this Annual Report
2) Adjusted to reflect a change of employees reported in the Healthcare sector
for the past periods
3) For a definition of mature and growth geographies, see chapter 18,
Definitions and abbreviations, of this Annual Report
Equity and EBITA per common share1) in euros
■
-shareholders’ equity per common share - basic-
-EBITA per common share - diluted 20 15 10 5 0 1.83 20.41 0.99 16.84 1.18 15.74 2.70 15.90 1.76 13.34Comparable sales growth by geographic cluster1) as a %
■
-Philips Group--■
-growth geographies--■
-mature geographies 15 10 5 0 (5) (10) (15) 7.6 11.7 6.1 2007 0.2 14.2 (5.1) 2008 (9.2) (4.4) (11.0) 2009 4.8 13.6 1.2 2010 4.1 11.1 1.0 2011Comparable sales growth by operating sector1) as a %
■
-2007_■
-2008_■
-2009_■
-2010_■
-2011 15 10 5 0 (5) (10) (15) 3.75.6 (2.7) 3.95.3 Healthcare 10.0 (5.4) (12.0) 1.3 (0.1) Consumer Lifestyle 6.5 3.1 (12.6) 8.7 6.1 LightingSales per sector in mature geographies3) in billions of euros
■
-Healthcare_■-Consumer Lifestyle_■
-Lighting_■
-GM&S 16 12 8 4 0 2007 5.5 4.8 4.1 0.6 15.0 2008 6.4 4.0 5.0 0.3 15.7 2009 6.4 3.5 4.3 0.2 14.4 2010 6.9 3.6 4.7 0.2 15.4 2011 7.0 3.4 4.5 0.2 15.1Sales per sector in growth geographies3) in billions of euros
■
-Healthcare_■-Consumer Lifestyle _■
-Lighting_■
-GM&S 8 6 4 2 0 1.1 2.3 2.2 0.2 5.8 1.2 2.2 2.4 0.2 6.0 1.5 1.9 2.2 0.1 5.7 1.7 2.2 2.9 0.1 6.9 1.9 2.4 3.1 0.1 7.5Performance highlights
Net income (loss)
in millions of euros
■
-in value---
-as a % of sales 6,000 4,000 2,000 0 (2,000) 23.6 4,880 2007 (0.4)(92) 2008 2.1 424 2009 6.5 1,452 2010 (5.7) (1,291) 2011EBIT and EBITA1) in millions of euros
■
-EBIT--■
■
-EBITA---
-EBITA as a % of sales 3,000 2,500 2,000 1,500 1,000 500 0 (500) 1,781 227 2,008 9.7 2007 296 691 9874.6 2008 660 436 1,0965.5 2009 2,080 482 2,562 11.5 2010 (269) 1,949 1,6807.4 2011Operating cash flows
in millions of euros
■
-net capital expenditures_■
■
-free cash flows1)■
-operating cash flows_-
-free cash flows as a % of sales 3,000 2,000 1,000 0 (1,000) (2,000) 1,431 (783) 6483.1 2007 1,896 (786) 1,110 5.1 2008 1,391 (628) 7633.8 2009 2,121 (765) 1,3566.1 2010 836 (944) (108) (0.5) 2011Net debt (cash) to group equity1) in billions of euros
■
-net debt (cash)--■
-group equity 25 20 15 10 5 0 (5) (10) (5.2) 21.9 -31 : 131 2007 0.6 15.6 4 : 96 2008 (0.1) 14.6 -1 : 101 2009 (1.2) 15.1 -8 : 108 2010 0.7 12.4 5 : 95 2011 ratio:Research and development expenses
in millions of euros
■
-in value---
-as a % of sales 2,000 1,500 1,000 500 0 7.3 1,508 2007 7.8 1,684 2008 7.7 1,542 2009 6.7 1,493 2010 7.1 1,610 2011Employee Engagement Index
% favorable 80 60 40 20 0 67 2007 72 2008 71 2009 77 2010 76 2011
Sales of Green Products
as a % of total sales 40 30 20 10 0 21 2007 22 2008 31 2009 36 2010 39 2011
Operational carbon footprint
in kilotons CO2-equivalent
■
-logistics_■
-business travel■
-non-industrial operations_■
-manufacturing 2,500 2,000 1,500 1,000 500 0 2007 714 276 211 947 2,148 2008 706 265 181 959 2,111 2009 627 220 174 909 1,930 2010 672 247 159 767 1,845 2011 657 256 155 703 1,771Message from the CEO
Message from the CEO
“Accelerate! is all about bringing meaningful innovations to our
customers in local markets – and doing so faster and better than
the competition!”
Frans van Houten, CEO
Dear stakeholder,
Philips is a great company with a wealth of talent and
powerful assets – e.g. outstanding innovation capabilities,
a strong brand, a global footprint, leading positions in
healthcare, lighting and lifestyle growth businesses, and a
solid balance sheet. We have tremendous potential in
terms of margin improvement, growth and higher returns.
But as our 2011 results reaffirmed, we cannot be satisfied
with our current performance, and we will step up to
deliver fully on that potential.
In September 2011 we celebrated 120 years of Philips
innovation – a landmark achievement. 2011 was also a
year of radical change, both on the world stage and within
our company. It was the first year of Accelerate! – a
fundamental change and performance improvement
program designed to unlock our full potential, and so
make Philips an even stronger company capable of
bringing meaningful innovations to market for many years
to come. Together with my colleagues on the Executive
Committee – our new leadership team, spanning
businesses, markets and functions – I am honored to lead
Message from the CEO
our company through this transformation and am
encouraged by the start we have made to what will be a
multi-year journey to a bright future.
Despite a challenging and volatile economic environment
and ongoing market weakness, especially in Europe,
important parts of the company performed well in 2011,
and we ended the year with strong balance sheet and cash
positions. At the same time, across the company
near-term operational issues are being tackled with vigor and
urgency. Our passion to improve and aim higher is shared
by our 120,000 employees.
At Group level, we achieved 4% comparable sales growth
– at the lower end of our mid-term performance
bandwidth, but with a strong contribution from growth
geographies (33% of sales, up from 31% in 2010) and
Green Products (39% of sales).
At 7.4% of sales, reported EBITA was below our
mid-term 2013 profitability target, primarily due to continued
pressure on gross margins, as well as higher costs and
non-recurring charges related to, for example, inventory
adjustments. Earnings were also impacted by investments
for growth – to drive market penetration and accelerate
innovation. These include an investment of some EUR 470
million in Green Innovation.
Each year we review and assess the value of past
acquisitions. Last year’s analysis found the economy posed
a higher risk, with recovery slow and uncertain. We
adjusted our business plans and discount rates
accordingly, resulting in an impairment of EUR 1.4 billion
in the second quarter.
One of the major developments in 2011 was the signing
of an agreement to transfer our Television business to a
joint venture with TPV, in which we will hold a 30% stake.
This joint venture will leverage the strengths of both
companies to improve the position of Philips Television in
the market, and will enable us to focus on expanding
leadership positions in health and well-being markets
across our three operating sectors. The deal is expected
to close at the end of the first quarter of 2012 after the
necessary merger clearance and governmental approvals
are obtained.
In 2011 we concluded a number of acquisitions, primarily
aimed at strengthening our product portfolio in growth
geographies. I would like to welcome all our new
employees from these acquisitions to Philips.
Reflecting our confidence in our plans to step up
profitability and free cash flow through organic growth
and operational excellence, we launched a EUR 2 billion
share buy-back program in the summer. This will also
improve the efficiency of our balance sheet. By the end of
the year we had completed 35% of this program, which
will run until the end of the second quarter of 2013.
As a further sign of our confidence in Philips’ future, we
are proposing to the upcoming General Meeting of
Shareholders to maintain this year’s dividend at EUR 0.75
per common share, in cash or stock – resulting in a yield
(as of December 31, 2011) of 4.6% for shareholders.
Dividend per common share
in euros 0.80 0.60 0.40 0.20 0 0.70 2008 0.70 2009 0.70 2010 0.75 2011 0.75 20121) 1) Subject to approval by the 2012 Annual General Meeting of Shareholders