Quarterly Report • Jul 24, 2018
Quarterly Report
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Amsterdam, July 23, 2018
"In the second quarter, we delivered 4% comparable sales growth, a strong 9% order intake growth and a solid 100 basis points improvement in operational performance driven by our growth and productivity programs.
I am pleased with the continued strong performance improvement of the Diagnosis & Treatment businesses, driven by the breadth of our innovative product portfolio, which resulted in 8% comparable sales growth and double-digit order intake growth. At the same time, I am encouraged by the mid-single-digit order intake growth of the Connected Care & Health Informatics businesses. After a slow start, the Personal Health businesses gained momentum in the quarter, and we expect this to continue in the second half of the year.
Demonstrating our ongoing success in building our solutions business, we signed seven long-term strategic partnership agreements in the quarter. In Germany, Philips announced two multi-year agreements with Clinics of Cologne and Munich Municipal Hospital to deliver medical imaging solutions to support precision diagnosis and therapy, innovation and productivity improvements. We also signed a seven-year agreement with the governments of the Netherlands and Ethiopia to design, build and equip Ethiopia's first specialized Cardiac Care Center for state-of-the-art diagnosis and treatment of cardiac diseases.
Looking ahead, we reiterate our targets for the 2017–2020 period of 4-6% comparable sales growth and an average annual 100 basis points improvement in Adjusted EBITA margin."
The Diagnosis & Treatment businesses recorded a double-digit increase in comparable order intake, driven by strong double-digit growth in China and North America. Comparable sales increased by 8%, with double-digit growth in Image-Guided Therapy and high-single-digit growth in Ultrasound. The Adjusted EBITA margin was 180 basis points higher than in the same period last year, mainly due to growth and operational improvements.
The Connected Care & Health Informatics businesses delivered a mid-single-digit increase in comparable order intake, driven by double-digit order intake growth for Healthcare Informatics. Comparable sales growth increased 2% year-on-year, reflecting highsingle-digit growth in Healthcare Informatics and low-single-digit growth in Monitoring & Analytics. The Adjusted EBITA margin improved by 40 basis points year-on-year.
In the Personal Health businesses, comparable sales growth was 2%, with high-single-digit growth in Sleep & Respiratory Care and low-single-digit growth in Personal Care. The growth of the Personal Health businesses was impacted by a high-single-digit comparable sales decline in China, mainly due to an inventory alignment at our distributors and lower demand in the Air purification market. The Adjusted EBITA margin increased by 80 basis points, driven by operational improvements.
Philips' ongoing focus on innovation resulted in the following highlights in the quarter:
In the second quarter, procurement savings amounted to EUR 67 million. Overhead and other productivity programs resulted in savings of EUR 38 million. Philips is on track to deliver annual savings of EUR 400 million in 2018.
As part of the actions to reduce interest expenses and extend maturities, Philips completed the early redemption of the outstanding 3.750% Notes due 2022 with a principal amount of USD 1 billion (as announced in Q1 2018), resulting in a cash outflow of EUR 832 million excluding accrued interest. Furthermore, Philips entered into transactions with bondholders to redeem an aggregate principal amount of USD 72 million of the outstanding 6.875% Notes due 2038, resulting in a cash outflow of EUR 80 million excluding accrued interest. To finance the above, Philips successfully placed an aggregate principal amount of EUR 1.0 billion of Notes due 2024 and 2028.
Details of Philips' current EUR 1.5 billion share buyback program, which was initiated in the third quarter of 2017 for capital reduction purposes, can be found here.
In the second quarter, Discontinued operations included a net EUR 177 million negative impact related to a value adjustment of Philips' remaining interest in Signify (formerly Philips Lighting), which was partially offset by a positive impact related to the dividends received on Signify shares.
Philips continues to make progress in line with the terms of the consent decree, which is primarily focused on the defibrillator manufacturing in the US; this included inspections by independent auditors and continued shipments of its FRx and FR3 AEDs to markets outside of the US.
Frans van Houten, CEO, and Abhijit Bhattacharya, CFO, will host a conference call for investors and analysts at 10:00 am CET today to discuss the results. A live audio webcast of the conference call will be available on the Philips Investor Relations website and can be accessed here.
Key data in millions of EUR unless otherwise stated
| Q2 2017 | Q2 2018 | |
|---|---|---|
| Sales | 4,294 | 4,288 |
| Nominal sales growth | 4% | 0% |
| Comparable sales growth* | 4% | 4% |
| Comparable order intake * | 8% | 9% |
| Income from operations | 252 | 298 |
| as a % of sales | 5.9% | 6.9% |
| Financial expenses, net | (43) | (49) |
| Investments in associates, net of income taxes | (4) | 1 |
| Income tax expense | (44) | (63) |
| Income from continuing operations | 161 | 186 |
| Discontinued operations, net of income taxes | 128 | (184) |
| Net income1) | 289 | 2 |
| Income from continuing operations attributable to shareholders per common share (in EUR) - diluted |
0.20 | 0.30 |
| Net income attributable to shareholders per common share (in EUR) - diluted |
0.27 | 0.00 |
| EBITA* | 329 | 430 |
| as a % of sales | 7.7% | 10.0% |
| Adjusted EBITA* | 439 | 482 |
| as a % of sales | 10.2% | 11.2% |
| Adjusted EBITDA* | 611 | 661 |
| as a % of sales | 14.2% | 15.4% |
1) Q2 2017 includes operating results of Signify (formerly Philips Lighting) and the combined Lumileds and Automotive businesses, which have subsequently been deconsolidated.
| % change | ||||||
|---|---|---|---|---|---|---|
| Q2 2017 | Q2 2018 | nominal | comparable* | |||
| Western Europe | 930 | 925 | (1)% | 2% | ||
| North America | 1,570 | 1,549 | (1)% | 2% | ||
| Other mature geographies |
397 | 408 | 3% | 8% | ||
| Total mature geographies |
2,897 | 2,881 | (1)% | 3% | ||
| Growth geographies | 1,397 | 1,406 | 1% | 6% | ||
| Philips Group | 4,294 | 4,288 | 0% | 4% |
| Q2 2017 | Q2 2018 | |
|---|---|---|
| Beginning cash balance | 2,731 | 1,982 |
| Free cash flows* | (89) | (41) |
| Net cash provided by operating activities | 73 | 130 |
| Net capital expenditures | (162) | (172) |
| Net cash used for other investing activities | (69) | (226) |
| Treasury shares transactions | (2) | (3) |
| Changes in debt | (914) | 166 |
| Dividend paid to shareholders of the Company | (326) | (341) |
| Other cash flow items | (91) | 29 |
| Sale of shares of Signify (formerly Philips Lighting), net |
537 | |
| Net cash flows from discontinued operations | 1,056 | 49 |
| Ending cash balance | 2,832 | 1,615 |
| March 31, 2018 | June 30, 2018 | ||||||
|---|---|---|---|---|---|---|---|
| Long-term debt | 3,242 | 3,688 | |||||
| Short-term debt | 1,435 | 1,239 | |||||
| Total debt | 4,677 | 4,927 | |||||
| Cash and cash equivalents | 1,982 | 1,615 | |||||
| Net debt | 2,695 | 3,311 | |||||
| Shareholders' equity | 11,586 | 11,679 | |||||
| Non-controlling interests | 22 | 22 | |||||
| Group equity | 11,608 | 11,701 | |||||
| Net debt : group equity ratio* | 19:81 | 22:78 |
Key data in millions of EUR unless otherwise stated
| Q2 2017 | Q2 2018 | |
|---|---|---|
| Sales | 1,671 | 1,761 |
| Sales growth | ||
| Nominal sales growth | 4% | 5% |
| Comparable sales growth* | 3% | 8% |
| Income from operations | 111 | 147 |
| as a % of sales | 6.6% | 8.3% |
| EBITA* | 120 | 167 |
| as a % of sales | 7.2% | 9.5% |
| Adjusted EBITA* | 151 | 190 |
| as a % of sales | 9.0% | 10.8% |
| Adjusted EBITDA* | 193 | 238 |
| as a % of sales | 11.5% | 13.5% |
| Q2 2017 | Q2 2018 | |
|---|---|---|
| Sales | 768 | 743 |
| Sales growth | ||
| Nominal sales growth | 0% | (3)% |
| Comparable sales growth* | 1% | 2% |
| Income from operations | 16 | 20 |
| as a % of sales | 2.1% | 2.7% |
| EBITA* | 27 | 31 |
| as a % of sales | 3.5% | 4.2% |
| Adjusted EBITA* | 65 | 66 |
| as a % of sales | 8.5% | 8.9% |
| Adjusted EBITDA* | 99 | 95 |
| as a % of sales | 12.9% | 12.8% |
Key data in millions of EUR unless otherwise stated
| Q2 2017 | Q2 2018 | |
|---|---|---|
| Sales | 1,761 | 1,694 |
| Sales growth | ||
| Nominal sales growth | 6% | (4)% |
| Comparable sales growth* | 6% | 2% |
| Income from operations | 235 | 219 |
| as a % of sales | 13.3% | 12.9% |
| EBITA* | 269 | 250 |
| as a % of sales | 15.3% | 14.8% |
| Adjusted EBITA* | 270 | 272 |
| as a % of sales | 15.3% | 16.1% |
| Adjusted EBITDA* | 328 | 331 |
| as a % of sales | 18.6% | 19.5% |
Other
Key data in millions of EUR
| Q2 2017 | Q2 2018 | |
|---|---|---|
| Sales | 96 | 88 |
| Income from operations | (110) | (88) |
| EBITA* | (87) | (18) |
| Adjusted EBITA* | (47) | (45) |
| IP Royalties | 49 | 30 |
| Innovation | (53) | (51) |
| Central costs | (17) | (19) |
| Legacy Items | (15) | (6) |
| Other | (10) | 0 |
| Adjusted EBITDA* | (9) | (4) |
Certain non-IFRS financial measures are presented when discussing the Philips Group's performance:
EBITA is defined as Income from operations excluding amortization and impairment of acquired intangible assets and goodwill. Acquired intangible assets includes brand names, customer relationships, technology and other intangible assets.
For the definitions of the remaining non-IFRS financial measures listed above, refer to chapter 5, Reconciliation of non-IFRS information, of the Annual Report 2017.
Sales growth composition in %
| Q2 2018 | January to June 2018 | |||||||
|---|---|---|---|---|---|---|---|---|
| nominal growth | consolidation changes |
currency effects | comparable growth |
nominal growth | consolidation changes |
currency effects | comparable growth |
|
| 2018 versus 2017 | ||||||||
| Diagnosis & Treatment |
5.4% | (4.1)% | 6.6% | 7.9% | 4.1% | (4.0)% | 8.2% | 8.3% |
| Connected Care & Health Informatics |
(3.3)% | (1.5)% | 7.3% | 2.5% | (6.3)% | (1.1)% | 8.9% | 1.5% |
| Personal Health | (3.8)% | (0.5)% | 6.4% | 2.1% | (4.2)% | (0.3)% | 7.4% | 2.9% |
| Philips Group | (0.1)% | (2.3)% | 6.4% | 4.0% | (1.2)% | (2.0)% | 7.7% | 4.5% |
| Philips Group | Diagnosis & Treatment |
Connected Care & Health Informatics |
Personal Health | Other | |
|---|---|---|---|---|---|
| Q2 2018 | |||||
| Net income | 2 | ||||
| Discontinued operations, net of income taxes | 184 | ||||
| Income tax expense | 63 | ||||
| Investments in associates, net of income taxes | (1) | ||||
| Financial expenses | 66 | ||||
| Financial income | (17) | ||||
| Income from operations | 298 | 147 | 20 | 219 | (88) |
| Amortization of acquired intangible assets | 133 | 20 | 11 | 32 | 71 |
| EBITA | 430 | 167 | 31 | 250 | (18) |
| Restructuring and acquisition-related charges | 52 | 23 | 19 | 4 | 6 |
| Other items | - | - | 15 | 18 | (34) |
| Adjusted EBITA | 482 | 190 | 66 | 272 | (45) |
| January to June 2018 | |||||
| Net income | 126 | ||||
| Discontinued operations, net of income taxes | 154 | ||||
| Income tax expense | 91 | ||||
| Investments in associates, net of income taxes | (1) | ||||
| Financial expenses | 159 | ||||
| Financial income | (30) | ||||
| Income from operations | 499 | 174 | 22 | 444 | (141) |
| Amortization of acquired intangible assets | 195 | 35 | 22 | 64 | 73 |
| EBITA | 694 | 210 | 44 | 508 | (67) |
| Restructuring and acquisition-related charges | 116 | 65 | 25 | 6 | 19 |
| Other items | 17 | - | 32 | 18 | (33) |
| Adjusted EBITA | 827 | 275 | 101 | 532 | (82) |
| Q2 2017 | |||||
| Net income | 289 | ||||
| Discontinued operations, net of income taxes | (128) | ||||
| Income tax expense | 44 | ||||
| Investments in associates, net of income taxes | 4 | ||||
| Financial expenses | 67 | ||||
| Financial income | (24) | ||||
| Income from operations | 252 | 111 | 16 | 235 | (110) |
| Amortization of acquired intangible assets | 67 | 9 | 11 | 34 | 13 |
| Impairment of goodwill | 9 | 9 | |||
| EBITA | 329 | 120 | 27 | 269 | (87) |
| Restructuring and acquisition-related charges | 65 | 31 | 25 | 1 | 7 |
| Other items | 46 | 12 | 34 | ||
| Adjusted EBITA | 439 | 151 | 65 | 270 | (47) |
| January to June 2017 | |||||
| Net income | 548 | ||||
| Discontinued operations, net of income taxes | (259) | ||||
| Income tax expenses | 107 | ||||
| Investments in associates, net of income taxes | 7 | ||||
| Financial expenses | 140 | ||||
| Financial income | (47) | ||||
| Income from operations | 495 | 154 | 4 | 466 | (129) |
| Amortization of acquired intangible assets | 129 | 18 | 23 | 69 | 19 |
| Impairment of goodwill | 9 | 9 | |||
| EBITA | 634 | 172 | 28 | 535 | (101) |
| Restructuring and acquisition-related charges | 89 | 42 | 33 | 3 | 10 |
| Other items | 15 | 29 | (14) | ||
| Adjusted EBITA | 737 | 214 | 90 | 538 | (105) |
| Philips Group | Diagnosis & Treatment |
Connected Care & Health Informatics |
Personal Health | Other | |
|---|---|---|---|---|---|
| Q2 2018 | |||||
| Net income | 2 | ||||
| Discontinued operations, net of income taxes | 184 | ||||
| Income tax expense | 63 | ||||
| Investment in associates, net of income taxes | (1) | ||||
| Financial expenses | 66 | ||||
| Financial income | (17) | ||||
| Income from operations | 298 | 147 | 20 | 219 | (88) |
| Depreciation, amortization and impairments of fixed assets | 316 | 72 | 41 | 91 | 112 |
| Restructuring and acquisition-related charges | 52 | 23 | 19 | 4 | 6 |
| Other items | - | - | 15 | 18 | (34) |
| Adding back Impairment of fixed assets included in Restructuring and acquisition-related charges and Other items |
(4) | (5) | |||
| Adjusted EBITDA | 661 | 238 | 95 | 331 | (4) |
| January to June 2018 | |||||
| Net income | 126 | ||||
| Discontinued operations, net of income taxes | 154 | ||||
| Income tax expense | 91 | ||||
| Investment in associates, net of income taxes | (1) | ||||
| Financial expenses | 159 | ||||
| Financial income | (30) | ||||
| Income from operations | 499 | 174 | 22 | 444 | (141) |
| Depreciation, amortization and impairments of fixed assets | 547 | 135 | 80 | 181 | 150 |
| Restructuring and acquisition-related charges | 116 | 65 | 25 | 6 | 19 |
| Other items | 17 | 0 | 32 | 18 | (33) |
| Adding back of Rmpairment of fixed assets included in Restructuring and acquisition-related charges and Other items |
(6) | (6) | |||
| Adjusted EBITDA | 1,173 | 369 | 159 | 649 | (5) |
| Philips Group | Diagnosis & Treatment |
Connected Care & Health Informatics |
Personal Health | Other | |
|---|---|---|---|---|---|
| Q2 2017 | |||||
| Net income | 289 | ||||
| Discontinued operations, net of income taxes | (128) | ||||
| Income tax expense | 44 | ||||
| Investment in associates, net of income taxes | 4 | ||||
| Financial expenses | 67 | ||||
| Financial income | (24) | ||||
| Income from operations | 252 | 111 | 16 | 235 | (110) |
| Depreciation, amortization and impairments of fixed assets | 243 | 52 | 48 | 92 | 52 |
| Impairment of goodwill | 9 | 9 | |||
| Restructuring and acquisition-related charges | 65 | 31 | 25 | 1 | 7 |
| Other items | 46 | 12 | 34 | ||
| Adding back of Impairment of fixed assets included in Restructuring and acquisition-related charges and Other items |
(4) | (2) | (2) | ||
| Adjusted EBITDA | 611 | 193 | 99 | 328 | (9) |
| January to June 2017 | |||||
| Net income | 548 | ||||
| Discontinued operations, net of income taxes | (259) | ||||
| Income tax expenses | 107 | ||||
| Investment in associates, net of income taxes | 7 | ||||
| Financial expenses | 140 | ||||
| Financial income | (47) | ||||
| Income from operations | 495 | 154 | 4 | 466 | (129) |
| Depreciation, amortization and impairments of fixed assets | 472 | 105 | 92 | 184 | 90 |
| Impairment of goodwill | 9 | 9 | |||
| Restructuring and acquisition-related charges | 89 | 42 | 33 | 3 | 10 |
| Other items | 15 | 29 | (14) | ||
| Adding back of Impairment of fixed assets included in Restructuring and acquisition-related charges and Other |
|||||
| items | (6) | (2) | (3) | ||
| Adjusted EBITDA | 1,074 | 299 | 156 | 653 | (34) |
| Q2 | January to June | ||||
|---|---|---|---|---|---|
| 2017 | 2018 | 2017 | 2018 | ||
| Net cash provided by operating activities | 73 | 130 | 373 | 223 | |
| Net capital expenditures: | (162) | (172) | (208) | (311) | |
| Purchase of intangible assets | (18) | (35) | (36) | (56) | |
| Expenditures on development assets | (87) | (73) | (163) | (140) | |
| Capital expenditures on property, plant and equipment | (99) | (70) | (179) | (152) | |
| Proceeds from sale of property, plant and equipment | 42 | 7 | 171 | 37 | |
| Free cash flows | (89) | (41) | 165 | (88) |
| 2017 | 2018 | |||||||
|---|---|---|---|---|---|---|---|---|
| Q1 | Q2 | Q3 | Q4 | Q1 | Q2 | Q3 | Q4 | |
| Sales | 4,035 | 4,294 | 4,148 | 5,303 | 3,942 | 4,288 | ||
| Comparable sales growth* | 3% | 4% | 4% | 5% | 5% | 4% | ||
| Comparable order intake* | 2% | 8% | 5% | 7% | 10% | 9% | ||
| Gross margin | 1,777 | 1,925 | 1,916 | 2,563 | 1,785 | 2,006 | ||
| as a % of sales | 44.0% | 44.8% | 46.2% | 48.3% | 45.3% | 46.8% | ||
| Selling expenses | (1,024) | (1,091) | (1,046) | (1,236) | (1,041) | (1,162) | ||
| as a % of sales | (25.4)% | (25.4)% | (25.2)% | (23.3)% | (26.4)% | (27.1)% | ||
| G&A expenses | (151) | (146) | (134) | (146) | (130) | (157) | ||
| as a % of sales | (3.7)% | (3.4)% | (3.2)% | (2.8)% | (3.3)% | (3.7)% | ||
| R&D expenses | (431) | (421) | (451) | (461) | (433) | (425) | ||
| as a % of sales | (10.7)% | (9.8)% | (10.9)% | (8.7)% | (11.0)% | (9.9)% | ||
| Income from operations | 243 | 252 | 299 | 723 | 201 | 298 | ||
| as a % of sales | 6.0% | 5.9% | 7.2% | 13.6% | 5.1% | 6.9% | ||
| Net income | 259 | 289 | 423 | 899 | 124 | 2 | ||
| Income from continuing operations attributable | ||||||||
| to shareholders per common share in EUR - diluted1) |
0.13 | 0.17 | 0.23 | 0.48 | 0.10 | 0.20 | ||
| EBITA* | 304 | 329 | 364 | 790 | 263 | 430 | ||
| as a % of sales | 7.5% | 7.7% | 8.8% | 14.9% | 6.7% | 10.0% | ||
| Adjusted EBITA* | 298 | 439 | 532 | 884 | 344 | 482 | ||
| as a % of sales | 7.4% | 10.2% | 12.8% | 16.7% | 8.7% | 11.2% | ||
| Adjusted EBITDA* | 463 | 611 | 686 | 1,072 | 512 | 661 | ||
| as a % of sales | 11.5% | 14.2% | 16.5% | 20.2% | 13.0% | 15.4% |
| 2017 | 2018 | |||||||
|---|---|---|---|---|---|---|---|---|
| January March |
January June |
January September |
January December |
January March |
January June |
January September |
January December |
|
| Sales | 4,035 | 8,329 | 12,477 | 17,780 | 3,942 | 8,229 | ||
| Comparable sales growth* | 3% | 3% | 4% | 4% | 5% | 5% | ||
| Comparable order intake* | 2% | 5% | 5% | 6% | 10% | 10% | ||
| Gross margin | 1,777 | 3,703 | 5,618 | 8,181 | 1,785 | 3,791 | ||
| as a % of sales | 44.0% | 44.5% | 45.0% | 46.0% | 45.3% | 46.1% | ||
| Selling expenses | (1,024) | (2,115) | (3,162) | (4,398) | (1,041) | (2,203) | ||
| as a % of sales | (25.4)% | (25.4)% | (25.3)% | (24.7)% | (26.4)% | (26.8)% | ||
| G&A expenses | (151) | (297) | (431) | (577) | (130) | (288) | ||
| as a % of sales | (3.7)% | (3.6)% | (3.5)% | (3.2)% | (3.3)% | (3.5)% | ||
| R&D expenses | (431) | (852) | (1,303) | (1,764) | (433) | (858) | ||
| as a % sales | (10.7)% | (10.2)% | (10.4)% | (9.9)% | (11.0)% | (10.4)% | ||
| Income from operations | 243 | 495 | 794 | 1,517 | 201 | 499 | ||
| as a % of sales | 6.0% | 5.9% | 6.4% | 8.5% | 5.1% | 6.1% | ||
| Net income | 259 | 548 | 971 | 1,870 | 124 | 126 | ||
| Income from continuing operations attributable to shareholders per common share in EUR - diluted1) |
0.13 | 0.31 | 0.54 | 1.02 | 0.10 | 0.30 | ||
| EBITA* | 304 | 634 | 997 | 1,787 | 263 | 694 | ||
| as a % of sales | 7.5% | 7.6% | 8.0% | 10.1% | 6.7% | 8.4% | ||
| Adjusted EBITA* | 298 | 737 | 1,269 | 2,153 | 344 | 827 | ||
| as a % of sales | 7.4% | 8.8% | 10.2% | 12.1% | 8.7% | 10.0% | ||
| Adjusted EBITDA* | 463 | 1,074 | 1,759 | 2,832 | 512 | 1,173 | ||
| as a % of sales | 11.5% | 12.9% | 14.1% | 15.9% | 13.0% | 14.3% | ||
| Number of common shares outstanding (after deduction of treasury shares) at the end of period (in thousands) |
920,276 | 937,045 | 936,861 | 926,192 | 914,826 | 931,496 | ||
| Shareholders' equity per common share in EUR | 13.74 | 13.01 | 12.12 | 12.96 | 12.66 | 12.54 | ||
| Net debt : group equity ratio* | 16:84 | 5:95 | 23:77 | 19:81 | 19:81 | 22:78 | ||
| Total employees of continuing operations2) | 70,430 | 71,477 | 73,324 | 73,951 | 73,845 | 75,283 |
1) Shareholders refers to shareholders of Koninklijke Philips N.V. Comparative numbers for 2017 January - December has been adjusted for non-controlling interest related to Signify (formerly Philips Lighting).
2) Includes third-party workers.
This document and the related oral presentation, including responses to questions following the presentation, 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. Examples of forward-looking statements include statements made about the strategy, estimates of sales growth, future Adjusted EBITA, future developments in Philips' organic business and the completion of acquisitions and divestments. By their nature, these statements involve risk and uncertainty because they relate to future events and circumstances and there are many factors that could cause actual results and developments to differ materially from those expressed or implied by these statements.
These factors include but are not limited to: global economic and business conditions; political instability, including developments within the European Union, with adverse impact on financial markets; the successful implementation of Philips' strategy and the ability to realize the benefits of this strategy; the ability to develop and market new products; changes in legislation; legal claims; changes in currency exchange rates and interest rates; future changes in tax rates and regulations, including trade tariffs; pension costs and actuarial assumptions; changes in raw materials prices; changes in employee costs; the ability to identify and complete successful acquisitions, and to integrate those acquisitions into the business, the ability to successfully exit certain businesses or restructure the operations; the rate of technological changes; cyber-attacks, breaches of cybersecurity; political, economic and other developments in countries where Philips operates; industry consolidation and competition; and the state of international capital markets as they may affect the timing and nature of the disposal by Philips of its remaining interests in Signify (formerly Philips Lighting). As a result, Philips' actual future results may differ materially from the plans, goals and expectations set forth in such forwardlooking statements. For a discussion of factors that could cause future results to differ from such forward-looking statements, see the Risk management chapter included in the Annual Report 2017.
Statements regarding market share, including those regarding Philips' competitive position, contained in this document are based on outside sources such as 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.
In presenting and discussing the Philips Group's financial position, operating results and cash flows, management uses certain non-IFRS financial measures. These non-IFRS financial measures should not be viewed in isolation as alternatives to the equivalent IFRS measures and should be used in conjunction with the most directly comparable IFRS measures. Non-IFRS
financial measures do not have standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers. A reconciliation of these non-IFRS measures to the most directly comparable IFRS measures is contained in this document. Further information on non-IFRS measures can be found in the Annual Report 2017.
In presenting the Philips Group's financial position, fair values are used for the measurement of various items in accordance with the applicable accounting standards. These fair values are based on market prices, where available, and are obtained from sources that are deemed to be reliable. Readers are cautioned that these values are subject to changes over time and are only valid at the balance sheet date. When quoted prices or observable market data are not readily available, fair values are estimated using appropriate valuation models and unobservable inputs. Such fair value estimates require management to make significant assumptions with respect to future developments, which are inherently uncertain and may therefore deviate from actual developments. Critical assumptions used are disclosed in the Annual Report 2017. In certain cases independent valuations are obtained to support management's determination of fair values.
All amounts are in millions of euros unless otherwise stated. Due to rounding, amounts may not add up precisely to totals provided. All reported data is unaudited. Financial reporting is in accordance with the accounting policies as stated in the Annual Report 2017, unless otherwise stated.
This press release contains inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation.
This report contains the semi-annual report of Koninklijke Philips N.V. ('the Company' or 'Philips'), a company with limited liability, headquartered in Amsterdam, the Netherlands. The principal activities of the Company and its group companies ('the Group') are described in the Annual Report 2017. The semi-annual report for the six months ended June 30, 2018 consists of the semiannual condensed consolidated financial statements, the semiannual management report and responsibility statement by the Company's Board of Management. The information in this semiannual report is unaudited.
The Board of Management of the Company hereby declares that to the best of their knowledge, the semi-annual financial statements for the six-month period ended June 30, 2018, which have been prepared in accordance with IAS 34 Interim Financial Reporting as endorsed by the EU, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole, and that the semi-annual management report for the six-month period ended June 30, 2018 gives a fair view of the information required pursuant to article 5:25d paragraph 8 and 9 of the Dutch Financial Markets Supervision Act (Wet op het Financieel toezicht).
Amsterdam, July 23, 2018
Board of Management
Frans van Houten Abhijit Bhattacharya Marnix van Ginneken
Key data in millions of EUR unless otherwise stated
| January to June | ||
|---|---|---|
| 2017 | 2018 | |
| Sales | 8,329 | 8,229 |
| Nominal sales growth | 5% | (1)% |
| Comparable sales growth* | 3% | 5% |
| Comparable order intake* | 5% | 10% |
| Income from operations | 495 | 499 |
| as a % of sales | 5.9% | 6.1% |
| Financial expenses, net | (93) | (129) |
| Investments in associates, net of income taxes | (7) | 1 |
| Income tax expense | (107) | (91) |
| Income from continuing operations | 289 | 280 |
| Discontinued operations, net of income taxes | 259 | (154) |
| Net income1) | 548 | 126 |
| Income from continuing operations attributable to shareholders per common share (in EUR) - diluted |
0.31 | 0.30 |
| Net income attributable to shareholders per common share (in EUR) - diluted |
0.51 | 0.14 |
| EBITA* | 634 | 694 |
| as a % of sales | 7.6% | 8.4% |
| Adjusted EBITA* | 737 | 827 |
| as a % of sales | 8.8% | 10.0% |
| Adjusted EBITDA* | 1,074 | 1,173 |
| as a % of sales | 12.9% | 14.3% |
1) Q2 2017 includes operating results of Signify (formerly Philips Lighting) and the combined Lumileds and Automotive businesses, which have subsequently been deconsolidated.
| Cash balance in millions of EUR | |
|---|---|
| --------------------------------- | -- |
| January to June | |||
|---|---|---|---|
| 2017 | 2018 | ||
| Beginning cash balance | 2,334 | 1,939 | |
| Free cash flows* | 165 | (88) | |
| Net cash provided by operating activities | 373 | 223 | |
| Net capital expenditures | (208) | (311) | |
| Net cash used for other investing activities | (168) | (313) | |
| Treasury shares transactions | (59) | (360) | |
| Changes in debt | (1,174) | 206 | |
| Dividend paid to shareholders of the Company | (326) | (341) | |
| Other cash flow items | (120) | 4 | |
| Sale of shares of Signify (formerly Philips Lighting), net |
1,060 | ||
| Net cash flows from discontinued operations | 1,121 | 569 | |
| Ending cash balance | 2,832 | 1,615 |
Non-GAAP financial measures. Refer to Reconciliation of non-IFRS information, of this document
in millions of EUR unless otherwise stated
| December 31, 2017 | June 30, 2018 | |
|---|---|---|
| Long-term debt | 4,044 | 3,688 |
| Short-term debt | 672 | 1,239 |
| Total debt | 4,715 | 4,927 |
| Cash and cash equivalents | 1,939 | 1,615 |
| Net debt | 2,776 | 3,311 |
| Shareholders' equity | 11,999 | 11,679 |
| Non-controlling interests | 24 | 22 |
| Group equity | 12,023 | 11,701 |
| Net debt : group equity ratio* | 19:81 | 22:78 |
Key data in millions of EUR unless otherwise stated
| January to June | |||
|---|---|---|---|
| 2017 | 2018 | ||
| Sales | 3,162 | 3,291 | |
| Sales growth | |||
| Nominal sales growth | 5% | 4% | |
| Comparable sales growth* | 2% | 8% | |
| Income from operations | 154 | 174 | |
| as a % of sales | 4.9% | 5.3% | |
| EBITA* | 172 | 210 | |
| as a % of sales | 5.4% | 6.4% | |
| Adjusted EBITA* | 214 | 275 | |
| as a % of sales | 6.8% | 8.4% | |
| Adjusted EBITDA* | 299 | 369 | |
| as a % of sales | 9.5% | 11.2% |
Key data in millions of EUR unless otherwise stated
| January to June | |||
|---|---|---|---|
| 2017 | 2018 | ||
| Sales | 1,500 | 1,406 | |
| Sales growth | |||
| Nominal sales growth | 3% | (6)% | |
| Comparable sales growth* | 1% | 2% | |
| Income from operations | 4 | 22 | |
| as a % of sales | 0.3% | 1.6% | |
| EBITA* | 28 | 44 | |
| as a % of sales | 1.9% | 3.1% | |
| Adjusted EBITA* | 90 | 101 | |
| as a % of sales | 6.0% | 7.2% | |
| Adjusted EBITDA* | 156 | 159 | |
| as a % of sales | 10.4% | 11.3% |
Key data in millions of EUR unless otherwise stated
| January to June | |||
|---|---|---|---|
| 2017 | 2018 | ||
| Sales | 3,480 | 3,335 | |
| Sales growth | |||
| Nominal sales growth | 6% | (4)% | |
| Comparable sales growth* | 6% | 3% | |
| Income from operations | 466 | 444 | |
| as a % of sales | 13.4% | 13.3% | |
| EBITA* | 535 | 508 | |
| as a % of sales | 15.4% | 15.2% | |
| Adjusted EBITA* | 538 | 532 | |
| as a % of sales | 15.5% | 16.0% | |
| Adjusted EBITDA* | 653 | 649 | |
| as a % of sales | 18.8% | 19.5% |
Key data in millions of EUR
| January to June | |||
|---|---|---|---|
| 2017 | 2018 | ||
| Sales | 188 | 197 | |
| Income from operations | (129) | (141) | |
| EBITA* | (101) | (67) | |
| Adjusted EBITA* | (105) | (82) | |
| IP Royalties | 99 | 74 | |
| Innovation | (107) | (97) | |
| Central costs | (49) | (54) | |
| Legacy Items | (35) | (2) | |
| Other | (13) | (2) | |
| Adjusted EBITDA* | (34) | (5) |
Condensed consolidated statements of income in millions of EUR unless otherwise stated
| Q2 | January to June | |||
|---|---|---|---|---|
| 2017 | 2018 | 2017 | 2018 | |
| Sales | 4,294 | 4,288 | 8,329 | 8,229 |
| Cost of sales | (2,369) | (2,282) | (4,627) | (4,438) |
| Gross margin | 1,925 | 2,006 | 3,703 | 3,791 |
| Selling expenses | (1,091) | (1,162) | (2,115) | (2,203) |
| General and administrative expenses | (146) | (157) | (297) | (288) |
| Research and development expenses | (421) | (425) | (852) | (858) |
| Other business income | 33 | 49 | 107 | 76 |
| Other business expenses | (47) | (13) | (50) | (19) |
| Income from operations | 252 | 298 | 495 | 499 |
| Financial income | 24 | 17 | 47 | 30 |
| Financial expenses | (67) | (66) | (140) | (159) |
| Investments in associates, net of income taxes | (4) | 1 | (7) | 1 |
| Income before taxes | 204 | 249 | 396 | 371 |
| Income taxes expense | (44) | (63) | (107) | (91) |
| Income from continuing operations | 161 | 186 | 289 | 280 |
| Discontinued operations, net of income taxes | 128 | (184) | 259 | (154) |
| Net income | 289 | 2 | 548 | 126 |
| Attribution of net income | ||||
| Income from continuing operations attributable to shareholders1) | 122 | 185 | 223 | 280 |
| Net income attributable to shareholders1) | 250 | - | 482 | 126 |
| Net income attributable to Non-controlling interests | 39 | 1 | 66 | - |
| Earnings per common share | ||||
| Weighted average number of common shares outstanding (after deduction of treasury shares) during the period (in thousands): |
||||
| - basic | 924,084 | 917,042 | 922,493 | 919,147 |
| - diluted | 939,528 | 929,228 | 936,733 | 931,465 |
| Income from continuing operations attributable to shareholders1) | ||||
| - basic | 0.09 | 0.20 | 0.31 | 0.30 |
| - diluted | 0.08 | 0.20 | 0.31 | 0.30 |
| Net income attributable to shareholders:1) | ||||
| - basic | 0.27 | 0.00 | 0.52 | 0.14 |
| - diluted | 0.27 | 0.00 | 0.51 | 0.14 |
1) Shareholders refers to shareholders of Koninklijke Philips N.V.
Condensed consolidated statements of comprehensive income in millions of EUR
| Q2 | January to June | ||||
|---|---|---|---|---|---|
| 2017 | 2018 | 2017 | 2018 | ||
| Net income for the period | 289 | 2 | 548 | 126 | |
| Financial assets fair value through OCI: | |||||
| Net current-period change, before tax | 5 | (1) | |||
| Income tax effect on net current-period change | - | - | |||
| Reclassification directly into retained earnings | (5) | ||||
| Total of items that will not be reclassified to Income statement | 5 | (7) | |||
| Currency translation differences: | |||||
| Net current-period change, before tax | (640) | 510 | (800) | 325 | |
| Income tax effect on net current-period change | 19 | (28) | 21 | (19) | |
| Reclassification adjustment for (gain) loss realized | - | - | |||
| Reclassification adjustment for (gain) loss realized, in discontinued operations |
(87) | (87) | (6) | ||
| Available-for-sale financial assets: | |||||
| Net current-period change, before tax | 4 | 22 | |||
| Income tax effect on net current-period change | |||||
| Reclassification adjustment for (gain) loss realized | |||||
| Cash flow hedges: | |||||
| Net current-period change, before tax | 40 | (9) | 17 | (8) | |
| Income tax effect on net current-period change | (10) | 6 | (5) | 10 | |
| Reclassification adjustment for (gain) loss realized | (1) | (9) | 2 | (25) | |
| Total of items that are or may be reclassified to Income Statement | (675) | 469 | (830) | 276 | |
| Other comprehensive income (loss) for the period | (675) | 474 | (830) | 269 | |
| Total comprehensive income (loss) for the period | (386) | 476 | (282) | 395 | |
| Total comprehensive income attributable to: | |||||
| Shareholders of Koninklijke Philips N.V. | (345) | 477 | (273) | 397 | |
| Non-controlling interests | (41) | (1) | (9) | (2) |
Condensed consolidated balance sheets in millions of EUR
| December 31, 2017 | June 30, 2018 | |
|---|---|---|
| Non-current assets: | ||
| Property, plant and equipment | 1,591 | 1,577 |
| Goodwill | 7,731 | 8,115 |
| Intangible assets excluding goodwill | 3,322 | 3,322 |
| Non-current receivables | 130 | 177 |
| Investments in associates | 142 | 248 |
| Other non-current financial assets | 587 | 558 |
| Non-current derivative financial assets | 22 | 26 |
| Deferred tax assets | 1,598 | 1,689 |
| Other non-current assets | 75 | 47 |
| Total non-current assets | 15,198 | 15,760 |
| Current assets: | ||
| Inventories | 2,353 | 2,700 |
| Current financial assets | 2 | 1 |
| Other current assets | 392 | 464 |
| Current derivative financial assets | 57 | 38 |
| Income tax receivable | 109 | 102 |
| Current receivables | 3,909 | 3,498 |
| Assets classified as held for sale | 1,356 | 645 |
| Cash and cash equivalents | 1,939 | 1,615 |
| Total current assets | 10,117 | 9,064 |
| Total assets | 25,315 | 24,824 |
| Equity | ||
| Shareholders' equity | 11,999 | 11,679 |
| Common shares | 188 | 190 |
| Reserves | 385 | 657 |
| Other | 11,426 | 10,831 |
| Non-controlling interests | 24 | 22 |
| Group equity | 12,023 | 11,701 |
| Non-current liabilities: | ||
| Long-term debt | 4,044 | 3,688 |
| Non-current derivative financial liabilities | 216 | 132 |
| Long-term provisions | 1,659 | 1,679 |
| Deferred tax liabilities | 33 | 76 |
| Non-current contract liabilities1) | 221 | |
| Other non-current liabilities1) | 474 | 204 |
| Total non-current liabilities | 6,426 | 6,000 |
| Current liabilities: | ||
| Short-term debt | 672 | 1,239 |
| Current derivative financial liabilities | 167 | 183 |
| Income tax payable | 83 | 104 |
| Accounts payable | 2,090 | 1,781 |
| Accrued liabilities1) | 2,319 | 1,345 |
| Current contract liabilities1) | 868 | |
| Short-term provisions | 400 | 411 |
| Dividends payable | - | 51 |
| Liabilities directly associated with assets held for sale | 8 | 8 |
| Other current liabilities | 1,126 | 1,132 |
| Total current liabilities | 6,866 | 7,123 |
| Total liabilities and group equity | 25,315 | 24,824 |
1) Due to IFRS 15 adoption the presentation of contractual liabilities are shown as separate captions on the balance sheet of June 30, 2018. For more details please refer to Significant accounting policies, of this document.
Condensed consolidated statements of cash flows in millions of EUR
| January to June | ||
|---|---|---|
| 2017 | 2018 | |
| Cash flows from operating activities | ||
| Net income | 548 | 126 |
| Results of discontinued operations - net of income tax | (259) | 154 |
| Adjustments to reconcile net income (loss) to net cash provided by (used for) of operating activities: | ||
| Depreciation, amortization and impairments of fixed assets | 472 | 547 |
| Impairment of goodwill and other non-current financial assets | 14 | - |
| Net gain on sale of assets | (106) | (61) |
| Interest income | (27) | (17) |
| Interest expense on debt, borrowings and other liabilities | 99 | 85 |
| Income taxes | 107 | 91 |
| Investments in associates, net of income taxes | 3 | - |
| Decrease (increase) in working capital: | (82) | (343) |
| Decrease (increase) in receivables and other current assets | 621 | 441 |
| Decrease (increase) in inventories | (246) | (367) |
| Increase (decrease) in accounts payable, accrued and other current liabilities | (456) | (417) |
| Decrease (increase) in non-current receivables, other assets and other liabilities | (309) | (111) |
| Increase (decrease) in provisions | (39) | (34) |
| Other items | 216 | 5 |
| Interest paid | (124) | (94) |
| Interest received | 27 | 16 |
| Dividends received from investments in associates | 6 | 12 |
| Income taxes paid | (173) | (152) |
| Net cash provided by (used for) operating activities | 373 | 223 |
| Cash flows from investing activities | ||
| Net capital expenditures | (208) | (311) |
| Purchase of intangible assets | (36) | (56) |
| Expenditures on development assets | (163) | (140) |
| Capital expenditures on property, plant and equipment | (179) | (152) |
| Proceeds from sales of property, plant and equipment | 171 | 37 |
| Net proceeds from (cash used for) derivatives and current financial assets | (155) | (143) |
| Purchase of other non-current financial assets | (32) | (13) |
| Proceeds from other non-current financial assets | 5 | 34 |
| Purchase of businesses, net of cash acquired | (48) | (261) |
| Net proceeds from sale of interests in businesses, net of cash disposed of | 62 | 70 |
| Net cash provided by (used for) investing activities | (376) | (623) |
| Cash flows from financing activities | ||
| Proceeds from issuance (payments) of short-term debt | 20 | 69 |
| Principal payments on short-term portion of long-term debt | (1,250) | (1,101) |
| Proceeds from issuance of long-term debt | 56 | 1,238 |
| Re-issuance of treasury shares | 121 | 72 |
| Purchase of treasury shares | (180) | (432) |
| Proceeds from sale of Signify (Philips Lighting) shares | 1,065 | |
| Transaction costs paid for sale of Signify (Philips Lighting) shares | (5) | |
| Dividends paid to shareholders of Koninklijke Philips N.V. | (326) | (341) |
| Dividends paid to non-controlling interests | - | (2) |
| Net cash provided by (used for) financing activities | (500) | (497) |
| Net cash provided by (used for) continuing operations | (503) | (898) |
| Net cash provided by (used for) discontinued operations | 1,121 | 569 |
| Net cash provided by (used for) continuing and discontinued operations | 618 | (329) |
| Effect of change in exchange rates on cash and cash equivalents | (120) | 5 |
| Cash and cash equivalents at the beginning of the period | 2,334 | 1,939 |
| Cash and cash equivalents at the end of the period | 2,832 | 1,615 |
For a number of reasons, principally the effects of translation differences, certain items in the statements of cash flows do not correspond to the differences between the balance sheet amounts for the respective items.
Condensed consolidated statements of changes in equity in millions of EUR
| financial assets fair value through OCI | ||
|---|---|---|
| currency translation differences capital in excess of par value total shareholders' equity non-controlling interests treasury shares at cost |
||
| retained earnings cash flow hedges |
||
| common shares | ||
| total equity | ||
| reserves other |
||
| Balance as of December 31, 20161) | 186 | 1,234 | 36 | 10 | 3,083 | 8,178 | (181) | 12,546 | 907 | 13,453 |
|---|---|---|---|---|---|---|---|---|---|---|
| Total comprehensive income (loss) | (792) | 22 | 14 | 482 | (274) | (9) | (283) | |||
| Dividend distributed | 2 | 356 | (742) | (384) | (93) | (477) | ||||
| Sales of shares of Signify (formerly Philips Lighting) |
(19) | 350 | 331 | 713 | 1,044 | |||||
| Re-purchase of shares by Signify (formerly Philips Lighting) |
(5) | (5) | (17) | (22) | ||||||
| Purchase of treasury shares | (19) | (19) | (19) | |||||||
| Re-issuance of treasury shares | (180) | 18 | 238 | 76 | 76 | |||||
| Forward contracts | (61) | (20) | (81) | (81) | ||||||
| Share call options | 45 | (134) | (89) | (89) | ||||||
| Share-based compensation plans | 82 | 82 | 82 | |||||||
| Income tax share-based compensation plans |
9 | 9 | 9 | |||||||
| Balance as of June 30, 2017 | 188 | 423 | 58 | 24 | 3,350 | 8,266 | (116) | 12,191 | 1,501 | 13,692 |
| B | ||||||||||
| Balance as of December 31, 2017 | 188 | 392 | (30) | 23 | 3,311 | 8,596 | (481) | 11,999 | 24 | 12,023 |
| IFRS 9 and 15 adjustment | (4) | (25) | (29) | (29) | ||||||
| Balance as of January 1, 2018 | 188 | 392 | (34) | 23 | 3,311 | 8,571 | (481) | 11,970 | 24 | 11,993 |
| Total comprehensive income (loss) | 302 | (1) | (24) | 120 | - | 397 | (2) | 395 | ||
| Dividend distributed | 2 | 336 | (738) | (400) | (400) | |||||
| Purchase of treasury shares | (352) | (352) | (352) | |||||||
| Re-issuance of treasury shares | (270) | (2) | 319 | 47 | 47 | |||||
| Forward contracts | 20 | (20) | - | - | ||||||
| Share call options | 23 | (60) | (37) | (37) | ||||||
| Share-based compensation plans | 58 | 58 | 58 | |||||||
| Income tax share-based compensation plans |
(5) | (5) | (5) | |||||||
| Balance as of June 30, 2018 | 190 | 694 | (35) | (1) | 3,430 | 7,995 | (594) | 11,679 | 22 | 11,701 |
1) The presentation of prior-year information has been updated to address two tax related adjustments as explained in Annual Report 2017 note 1, Significant accounting policies
The significant accounting policies applied in these semi-annual condensed consolidated financial statements are consistent with those applied in the Annual Report 2017, except for the adoption of new standards effective as of January 1, 2018. The company has not early-adopted any standard, interpretation or amendment that has been issued but is not yet effective.
The Consolidated financial statements are presented in euros, which is the presentation currency. Due to rounding, amounts may not add up precisely to totals provided.
The company applies, for the first time, IFRS 15 Revenue from Contracts with Customers and IFRS 9 Financial instruments. The impact of the adoption of these new standards and the new accounting policies are disclosed below. Other amendments and interpretations apply for the first time in 2018, but do not have a material impact on the interim condensed consolidated financial statements of the company.
As explained below, IFRS 15 was adopted using the modified retrospective approach and IFRS 9 was adopted retrospectively with the exception of certain aspects of hedge accounting. As a result, for IFRS 15 the reclassifications and adjustments arising from the changes in the company's accounting policies are not reflected in a restated balance sheet as at December 31, 2017, but are recognized in the opening balance sheet on January 1, 2018. For IFRS 9, the company has taken an exemption not to restate comparative information for prior periods with respect to classification and measurement requirements. Accordingly, the information presented for 2017 does not generally reflect the requirements of IFRS 9 but rather those of IAS 39.
The following tables show the adjustments recognized for each individual balance sheet caption. Balance sheet captions that were not affected by the changes have not been included. The adjustments, by standard, are explained in more detail below.
| Balance sheet presentation impact of IFRS 15 adoption in millions of EUR | |
|---|---|
| -------------------------------------------------------------------------- | -- |
| Balance sheet captions | December 31, 2017 |
presentation change |
January 1, 20181) |
|---|---|---|---|
| Accrued liabilities | 2,319 | (793) | 1,526 |
| Current contract liabilities | - | 793 | 793 |
| Other non-current liabilities | 474 | (262) | 212 |
| Non-current contract liabilities | - | 262 | 262 |
1) Opening balance sheet after IFRS 15 presentation change.
| Balance sheet captions |
January 1, 20181) | IFRS 15 | IFRS 9 | January 1, 2018 |
|---|---|---|---|---|
| Current receivables | 3,909 | 1 | - | 3,911 |
| Income tax receivable |
109 | 1 | - | 110 |
| Other current assets |
392 | (75) | - | 317 |
| Investments in associates |
142 | 7 | - | 149 |
| Deferred tax assets | 1,598 | (5) | - | 1,593 |
| Current contract liabilities |
793 | (13) | - | 780 |
| Non-current contract liabilities |
262 | (12) | - | 250 |
| Deferred tax liabilities |
33 | (15) | - | 18 |
| Shareholders' equity |
11,999 | (29) | - | 11,970 |
1) Opening balance sheet after IFRS 15 presentation change, before other IFRS 15 and IFRS 9 adjustments.
| Retained earnings as of December 31, 2017 | 8,596 |
|---|---|
| IFRS 15 adjustments | |
| Cost of obtaining a contract | |
| Capitalized costs of obtaining a contract | (75) |
| Deferred tax liability | 15 |
| Deferred tax asset | 2 |
| Income tax receivable | 1 |
| Royalty income | |
| Royalty income - deferred revenue | 25 |
| Deferred tax assets | (7) |
| Current receivables | 1 |
| Income tax receivable | 1 |
| Investment in associates | |
| Investments in associates | 7 |
| IFRS 9 adjustments | |
| Transfer from available-for-sale financial assets reserve | 4 |
| Opening balance Retained earnings as of January 1, 2018 | 8,571 |
The above adjustments are based on the company's finalized assessments, which do not materially differ from the amounts disclosed in the Annual Report 2017.
IFRS 9 Financial Instruments brings together the classification and measurement, impairment and hedge accounting phases of the IASB's project to replace IAS 39 Financial Instruments: Recognition and Measurement. With the exception of certain aspects of hedge accounting, which the company applied prospectively, the company has applied IFRS 9 retrospectively, with the initial application date of January 1, 2018 and with the practical expedients permitted under the standard. In accordance with the transitional provisions included in IFRS 9, comparatives for 2017 have not been restated.
As a result of the adoption of IFRS 9, certain financial assets amounting to EUR 77 million were reclassified from measurement at fair value through other comprehensive income (FVTOCI) to fair value through profit or loss (FVTPL). The related fair value gains of EUR 4 million were transferred from the available-forsale financial assets reserve to retained earnings as per that date. In addition, EUR 47 million of factored trade receivables were transferred from measurement at amortized cost to measurement at FVTOCI. The adoption of IFRS 9 did not result in any further material impact on the consolidated balance sheet, statement of income, statement of comprehensive income and the basic and diluted EPS. The effect of adoption IFRS 9 on the balance sheet and retained earnings is disclosed above.
As per January 1, 2018, the company assessed which business models apply to the financial assets held by the company and has classified its financial instruments into the appropriate IFRS 9 categories. The main effects resulting from this reclassification on the company's other non-current financial assets are as follows:
| Held-to-maturity | |||||
|---|---|---|---|---|---|
| Other non-current financial assets | FVTOCI1) | Amortized cost2) | investments | FVTPL | Total |
| Closing balance as of December 31, 2017 - IAS 39 | 446 | 114 | 1 | 27 | 587 |
| Reclassify investments from available-for-sale to FVTPL | (77) | - | - | 77 | - |
| Reclassify held-to-maturity investments to amortized cost | - | 1 | (1) | - | - |
| Opening balance as of January 1, 2018 - IFRS 9 | 369 | 114 | - | 104 | 587 |
1) Previously reported as available-for-sale financial assets
2) Previously reported as loans and receivables
The investments previously accounted for as available-for-sale financial assets do not meet the IFRS 9 criteria for classification at amortized cost, because their cash flows do not represent solely payments of principal and interest. Related fair value gains of EUR 4 million were transferred from the available-for-sale financial assets reserve to retained earnings on January 1, 2018. During the first half of 2018, net fair value losses of EUR 2 million relating to these investments were recognized in the statement of income.
The investments previously accounted for as held-to-maturity financial assets were reclassified to amortized cost to align with the revised IFRS 9 classifications.
In addition to the impact on the classification of Other noncurrent financial assets, IFRS 9 impacted the classification of certain trade receivables which are part of Current receivables. The business model for factored trade receivables, amounting to EUR 47 million, is to collect and sell, and hence under IFRS 9 these financial assets were reclassified from assets measured at amortized cost to assets measured at FVTOCI.
The company has completed updates to its internal documentation and monitoring processes and concluded that all existing hedge relationships that are currently designated as effective hedging relationships will continue to qualify for hedge accounting under IFRS 9. The impact of changes in fair value of foreign exchange forward contracts attributable to forward points and changes in the time value of the option contracts, which under IFRS 9 are deferred in the cash flow hedges reserve within equity, is not material. As at June 30, 2018, EUR 2 million was included in the cash flow hedges reserve in relation to these changes in fair value of foreign exchange forward contracts attributable to forward points and changes in the time value of the option contracts.
The company was required to revise its impairment methodology under IFRS 9 for each of its classes of assets that are subject to the IFRS 9 expected credit loss model.
The company applies the IFRS 9 simplified approach in measuring expected credit losses, which uses a lifetime expected loss allowance for all trade receivables. The company did not identify a material increase in the loss allowance for trade receivables as a result of the adoption.
All of the company's other debt investments at amortized cost and FVTOCI are considered to have low credit risk, and the loss allowance recognized during the period was therefore limited to 12 months expected losses. The company considers 'low credit risk' for listed bonds to be an investment-grade credit rating with at least one major rating agency. Other instruments are considered to be low credit risk when they have a low risk of default and the issuer has a strong capacity to meet its contractual cash flow obligations in the near term. The restatement of the loss allowance for debt investments at FVTOCI on transition to IFRS 9 as a result of applying the expected credit risk model was immaterial.
While Cash and cash equivalents are also subject to the impairment requirements of IFRS 9, the identified impairment loss was immaterial.
Non-derivative financial assets are recognized when the company becomes a party to the contractual provisions of the instrument. Purchases and sales of financial assets in the normal course of business are accounted for at the trade date. Dividend and interest income are recognized when earned. Gains or losses, if any, are recorded in Financial income and expense.
The company classifies its non-derivative financial assets in the following measurement categories:
In assessing the classification, the company considers the business model for managing the financial assets and the contractual terms of the cash flows.
For assets measured at fair value, gains and losses will be recorded in either the statement of income or in Other comprehensive income (OCI). For investments in equity instruments that are not held for trading, this will depend on whether the company has made an irrevocable election at the time of initial recognition to account for the equity investment at FVTOCI. For investments in these equity instruments, the company does not subsequently reclassify between FVTOCI and FVTPL. For debt investments, assets are reclassified between FVTOCI, FVTPL and amortized cost only when its business model for managing those assets changes.
Non-derivative financial assets comprise cash and cash equivalents, receivables and other financial assets.
At initial recognition, the company measures a financial asset at its fair value plus, in the case of a financial asset not at FVTPL, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVTPL are expensed in the statement of income.
Cash and cash equivalents include all cash balances, certain money market funds and short-term highly liquid investments with an original maturity of three months or less that are readily convertible into known amounts of cash.
Receivable balances that are held to collect are subsequently measured at the lower of amortized cost or the present value of estimated future cash flows. The present value of estimated future cash flows is determined through the use of value adjustments for uncollectible amounts. The company assesses on a forward-looking basis the expected credit losses associated with its receivables and adjusts the value to the expected collectible amounts. Receivables are written off when they are deemed uncollectible because of bankruptcy or other forms of
receivership of the debtors. The assessment of expected credit losses on receivables takes into account credit-risk concentration, collective debt risk based on average historical losses, specific circumstances such as serious adverse economic conditions in a specific country or region, and other forwardlooking information.
Receivables that are held to collect and sell are subsequently measured at FVTOCI. The company derecognizes receivables on entering into factoring transactions if the company has transferred substantially all risks and rewards or if the company does not retain control over those receivables.
Other (non-)current financial assets include both debt instruments and equity instruments.
Debt instruments include those subsequently carried at amortized cost, those carried at FVTPL and those carried at FVTOCI. Classification depends on the company's business model for managing the asset and the cash flow characteristics of the asset.
Debt instruments that are held for collection of contractual cash flows, where those cash flows represent solely payments of principal and interest, are measured at amortized cost. Interest income from these financial assets is included in Financial income using the effective interest rate method. Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal and interest.
Debt instruments that are held for collection of contractual cash flows and for selling the financial assets, where the assets' cash flows represent solely payments of principal and interest, are measured at FVTOCI. Movements in the carrying amounts are taken through OCI, except for the recognition of impairment gains or losses, interest revenue and foreign exchange gains and losses, which are recognized in the statement of income. When the financial asset is derecognized, the cumulative gain or loss previously recognized in OCI is reclassified from equity to the statement of income. Interest income from these financial assets is included in Financial income using the effective interest rate method.
Debt instruments that do not meet the criteria for amortized cost or FVTOCI are measured at FVTPL. A gain or loss on a debt investment that is subsequently measured at FVTPL is recognized in the statement of income in the period in which it arises.
Equity investments are subsequently measured at fair value. Equity instruments that are held for trading are measured at FVTPL. For equity instruments that are not held for trading, the company makes an irrevocable election at the time of initial recognition whether to account for the equity investment at FVTPL or FVTOCI. Where management has elected to present fair value gains and losses on equity investments in OCI, there is no subsequent reclassification of fair value gains and losses to the statement of income following the derecognition of the
investment. Dividends from such investments continue to be recognized in the statement of income when the company's right to receive payments is established.
The company assesses on a forward-looking basis the expected credit losses associated with its debt instruments carried at amortized cost and FVTOCI. The impairment methodology applied depends on whether there has been a significant increase in credit risk.
For trade receivables, the company applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognized from initial recognition of the receivables.
Debt and other financial liabilities, excluding derivative financial liabilities and provisions, are stated at amortized cost.
Common shares are classified as equity. Incremental costs directly attributable to the issuance of shares are recognized as a deduction from equity. Where the company purchases the company's equity share capital (treasury shares), the consideration paid, including any directly attributable incremental transaction costs (net of income taxes), is deducted from equity attributable to the company's equity holders until the shares are cancelled or reissued. Where such ordinary shares are subsequently reissued, any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to the company's equity holders.
Call options on treasury shares are treated as equity instruments.
Dividends are recognized as a liability in the period in which they are declared and approved by shareholders. The income tax consequences of dividends are recognized when a liability to pay the dividend is recognized.
The company uses derivative financial instruments principally to manage its foreign currency risks and, to a more limited extent, interest rate and commodity price risks. All derivative financial instruments are accounted for at the trade date and classified as current or non-current assets or liabilities based on the maturity date or the early termination date. The company measures all derivative financial instruments at fair value derived from market prices of the instruments, or calculated as the present value of the estimated future cash flows based on observable interest yield curves, basis spread, credit spreads and foreign exchange rates, or from option pricing models, as appropriate. Gains or losses arising from changes in fair value of derivatives are recognized in the statement of income, except for derivatives that are highly effective and qualify for cash flow or net investment hedge accounting.
Changes in the fair value of foreign exchange forward contracts attributable to forward points and changes in the time value of the option contracts are deferred in the cash flow hedges reserve within equity. The deferred amounts will be recognized in the statement of income against the related hedged transaction when it occurs.
Changes in the fair value of a derivative that is highly effective and that is designated and qualifies as a cash flow hedge are recorded in OCI until the statement of income is affected by the variability in cash flows of the designated hedged item. To the extent that the hedge is ineffective, changes in the fair value are recognized in the statement of income.
The company formally assesses, both at the hedge's inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items. When it is established that a derivative is not highly effective as a hedge or that it has ceased to be a highly effective hedge, the company discontinues hedge accounting prospectively. When hedge accounting is discontinued because it is expected that a forecasted transaction will not occur, the company continues to carry the derivative on the balance sheet at its fair value, and gains and losses that were accumulated in OCI are recognized immediately in the same line item as they relate to in the statement of income.
Foreign currency differences arising on the retranslation of financial instruments designated as a hedge of a net investment in a foreign operation are recognized directly as a separate component of equity through OCI, to the extent that the hedge is effective. To the extent that the hedge is ineffective, such differences are recognized in the statement of income.
The company presents financial assets and financial liabilities on a gross basis as separate line items in the consolidated balance sheet.
Master netting agreements may be entered into when the company undertakes a number of financial instrument transactions with a single counterparty.
Such an agreement provides for a net settlement of all financial instruments covered by the agreement in the event of default or certain termination events on any of the transactions. A master netting agreement may create a right to offset that becomes enforceable and affects the realization or settlement of individual financial assets and financial liabilities only following a specified termination event. However, if this contractual right is subject to certain limitations then it does not necessarily provide a basis for offsetting, unless both of the offsetting criteria are met, i.e. there is a legally enforceable right and an intention to settle net or simultaneously.
The company has adopted IFRS 15 Revenue from Contracts with Customers from January 1, 2018 using the modified retrospective approach and has adjusted the cumulative impact of adoption in opening retained earnings as of January 1, 2018. Accordingly, comparatives for the 2017 financial year have not been restated. The standard has only been applied to contracts that are not completed as of January 1, 2018. The effect of adoption of IFRS 15 on the balance sheet and retained earnings is disclosed above. During the first half of 2018, EUR 8,078 million of revenues were recognized under IFRS 15. Should IAS 18 have been applied during this period, revenues would have amounted to EUR 8,067 million. The difference relates to the timing of revenue recognition on IP Royalties as explained below. The impact for the accounting of costs of obtaining a contract as also explained below did not materially affect 2018 results under IFRS 15 compared to IAS 18.
Under IFRS 15, the incremental costs of obtaining a contract with a customer are recognized as an asset if the entity expects to recover them. The company identified that certain sales commissions paid to third parties and internal employees that are typical of transactions in the segments Diagnosis & Treatment and Connected Care & Health Informatics qualify as incremental costs of obtaining a contract. These costs were mostly paid and capitalized as prepayment upon issuance of sales orders and recognition of revenue related to the sale of goods or rendering of services. Such costs were commonly expensed in line with the revenue recognition pattern of the related goods or services. Due to these sales commissions being largely amortized within a year, the company decided to adopt the practical expedient of expensing sales commissions when incurred.
An impact of EUR 75 million has been recorded as a retained earnings decrease in equity originating from the asset derecognition upon transition, and a net deferred tax benefit of EUR 17 million has been recorded through retained earnings as a consequence. The net impact in equity was EUR 57 million.
In prior years, the company recognized revenue from intellectual property (IP) royalties, which is normally generated based on a percentage of sales or a fixed amount per product sold, on an accrual basis based on actual or reliably estimated sales made by the licensees. Revenue generated from an agreement with lump-sum consideration was recognized over time based on the contractual terms and substance of the relevant agreement with a licensee. In 2018, under IFRS 15, revenues from the licensing of intellectual property are recognized based on a right to access the intellectual property or a right to use the intellectual property. Under the first option, revenue is recognized over time while under the second option revenue is recognized at a point in time. As a result, this had an impact on revenues originating from the company's IP royalties with lump-sum considerations that are right-to-use licenses since under IFRS 15 such revenues are recognized in the statement of income at an earlier point in time rather than over time under the previous methodology.
As a result, an amount of EUR 25 million of deferred revenue has been recorded as an increase in retained earnings upon transition. Additionally, IP royalties related to an associate had a similar accounting impact, hence an amount of EUR 7 million has been recorded as an increase in retained earnings upon transition. A total deferred tax asset of EUR 7 million has been released as a consequence. The net impact in equity was EUR 27 million.
The company has changed the presentation of certain amounts in the balance sheet to reflect the terminology of IFRS 15. Contract liabilities are presented separately on the balance sheet for its current and non-current portion and represent amounts posted in deferred revenue for which the goods or services have not yet been transferred to the customer and amounts have either been received or are due. They were part of Accrued liabilities and Other non-current liabilities as of December 31, 2017.
As required for the condensed interim financial statements, the company disaggregated revenue recognized from contracts with customers into categories that depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. The company also disclosed information about the relationship between the disclosure of disaggregated revenue and revenue information disclosed for each reportable segment. Refer to the table below for the disclosure on disaggregated revenue.
| January to June 2018 | |||||||
|---|---|---|---|---|---|---|---|
| Sales at a point in time |
Sales over time |
Sales from contracts with cust omers |
Sales from other sources1) |
Total | |||
| Diagnosis & Treatment |
2,164 | 1,125 | 3,288 | 3 | 3,291 | ||
| Connected Care & Health Informatics |
968 | 416 | 1,384 | 22 | 1,406 | ||
| Personal Health | 3,200 | 9 | 3,209 | 126 | 3,335 | ||
| Other | 62 | 135 | 197 | - | 197 | ||
| Philips Group | 6,393 | 1,685 | 8,078 | 151 | 8,229 |
1) Sales from other sources mainly includes leases.
Furthermore, the following table depicts sales composition for the company for the first half of 2018:
| January to June 2018 |
|
|---|---|
| Goods | 6,342 |
| Services | 1,594 |
| Royalties | 142 |
| Other sales | 151 |
| Total Sales | 8,229 |
IFRS 15 Revenue from Contracts with Customers - accounting policies applied from January 1, 2018
Revenue from the sale of goods in the normal course of business is recognized at a point in time when the performance obligation is satisfied and is based on the amount of the transaction price that is allocated to the performance obligation. The transaction price is the amount of consideration to which the company expects to be entitled in exchange for transferring promised goods (or services) to the customer. The consideration expected by the company may include fixed and/or variable amounts which can be impacted by sales returns, trade discounts and
volume rebates. Revenue for the sale of goods is recognized when control of the asset is transferred to the buyer and only when it is highly probable that a significant reversal of revenue will not occur when uncertainties related to a variable consideration are resolved.
Transfer of control varies depending on the individual terms of the contract of sale. For consumer-type products in the segment of Personal Health, the control is transferred when the product is shipped and delivered to the customer and title and risk have passed to the customer (depending on the delivery conditions) and acceptance of the product has been obtained. Examples of delivery conditions are 'Free on Board point of delivery' and 'Costs, Insurance Paid point of delivery', where the point of delivery may be the shipping warehouse or any other point of destination as agreed in the contract with the customer and where control is transferred to the customer.
Revenues of transactions that have distinct goods or services are accounted for separately based on their stand-alone selling prices. These transactions mainly occur in the segments Diagnosis & Treatment and Connected Care & Health Informatics and include arrangements that require subsequent installation and training activities in order to make distinct goods operable for the customer. As such, the related installation and training activities are part of equipment sales rather than separate performance obligations. Revenue is recognized when the performance obligation is satisfied, i.e. until the installation has been completed and the equipment is ready to be used by the customer in the way contractually agreed.
Revenues are recorded net of sales taxes. A variable consideration is recognized to the extent it is highly probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. For products for which a right of return exists during a defined period, revenue recognition is determined based on the historical pattern of actual returns, or in cases where such information is not available, revenue recognition is postponed until the return period has lapsed. Return policies are typically based on customary return arrangements in local markets.
A provision is made for assurance type warranty at the time of revenue recognition and reflects the estimated costs of replacement and free-of-charge services that will be incurred by the company with respect to the products sold. For certain products, the customer has the option to purchase the warranty separately, which is considered a separate performance obligation on top of the assurance warranty. For such warranties which provide distinct service, revenue recognition occurs on a straight-line basis over the extended warranty contract period.
In the case of loss under a sales agreement, the loss is recognized immediately.
Expenses incurred for shipping and handling of internal movements of goods are recorded as cost of sales. Shipping and handling related to sales to third parties are recorded as selling expenses. When shipping and handling are part of a project and billed to the customer, then the related expenses are recorded as cost of sales. Shipping and handling billed to customers are
distinct and separate performance obligations and recognized as revenues. Expenses incurred for sales commissions that are considered incremental to the contracts are recognized immediately in the statement of income as selling expenses as a practical expedient under IFRS 15.
Revenue from services is recognized over a period of time as the company transfers control of the services to the customer and the amount of the transaction price is measured by reference to the progress towards the complete satisfaction of the performance obligation. Service revenue related to repair and maintenance activities for goods sold is recognized ratably over the service period or as services are rendered.
Royalty income from brand license arrangements is recognized based on a right to access the license, which in practice means over the contract period based on a fixed amount or reliable estimate of sales made by a licensee.
Royalty income from intellectual property rights such as technology licenses or patents is recognized based on a right to use the license, which in practice means at a point in time based on the contractual terms and substance of the relevant agreement with a licensee. However, revenue related to intellectual property contracts with variable consideration where a constraint in the estimation is identified, is recognized over the contract period and is based on actual or reliably estimated sales made by a licensee.
IFRS 16 was issued in January 2016 and is endorsed by the EU. It will supersede IAS 17 Leases and a number of lease-related interpretations and will result in almost all leases being recognized on the balance sheet, as the distinction between operating and finance leases is removed for lessees. Under the new standard, both an asset (the right to use the leased item) and a financial liability to pay rentals are recognized. The only exceptions are short-term and low-value leases. The accounting for lessors will not change significantly.
The company is in the process of implementing IFRS 16. The complete overview of existing operating lease contracts has been determined (mainly real estate and car leases) and the company is implementing a new system to support the accounting process.
The new standard was discussed with management and internal stakeholders such as Treasury, Investor Relations and Human Resources so that they can work on potential adjustments to their processes, if needed. The company is analyzing the preliminary quantitative impact of IFRS 16.
The standard will affect primarily the accounting for the company's operating leases. At the reporting date, Philips has non-cancellable operating lease commitments of EUR 745 million (undiscounted). The company plans to use the recognition exemption for low-value leases such as personal computers and to recognize on a straight line basis as an expense in the statement of income.
Philips is still assessing what other adjustments, if any, are necessary, such as following the change in the definition of the lease term, including extension and termination options, and the different treatment of variable lease payments. It is therefore not yet possible to estimate the amount of right-of-use assets and lease liabilities that will have to be recognized on adoption of the new standard and how this may affect the company's statement of income and classification of cash flows going forward.
The standard is mandatory for financial years commencing on or after January 1, 2019. The company decided not to adopt the standard before its effective date. Philips intends to apply the modified retrospective approach. Therefore, the cumulative effect of adopting IFRS 16 will be recognized as an adjustment to the opening balance of retained earnings at January 1, 2019, with no restatement of comparative information. When applying the modified retrospective approach to leases previously classified as operating leases under IAS 17, the lessee can elect, on a lease by lease basis, whether to apply a number of practical expedients on the transition. The company is assessing the potential impact of using these practical expedients.
| January to June | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2018 | ||||||||
| sales | sales including intercompany |
Adjusted EBITA | sales | sales including intercompany |
||||
| as a % of sales | as a % of sales | |||||||
| 3,162 | 3,186 | 214 | 6.8% | 3,291 | 3,343 | 275 | 8.4% | |
| 1,500 | 1,519 | 90 | 6.0% | 1,406 | 1,424 | 101 | 7.2% | |
| 3,480 | 3,489 | 538 | 15.5% | 3,335 | 3,354 | 532 | 16.0% | |
| 188 | 258 | (105) | 197 | 238 | (82) | |||
| (123) | (129) | |||||||
| 8,329 | 8,329 | 737 | 8.8% | 8,229 | 8,229 | 827 | 10.0% | |
| 2017 | Adjusted EBITA |
| Philips Group | Diagnosis & Treatment |
Connected Care & Health Informatics |
Personal Health | Other | |
|---|---|---|---|---|---|
| January to June 2018 | |||||
| Net income | 126 | ||||
| Discontinued operations, net of income taxes | 154 | ||||
| Income tax expense | 91 | ||||
| Investments in associates, net of income taxes | (1) | ||||
| Financial expenses | 159 | ||||
| Financial income | (30) | ||||
| Income from operations | 499 | 174 | 22 | 444 | (141) |
| Amortization of acquired intangible assets | 195 | 35 | 22 | 64 | 73 |
| EBITA | 694 | 210 | 44 | 508 | (67) |
| Restructuring and acquisition-related charges | 116 | 65 | 25 | 6 | 19 |
| Other items | 17 | - | 32 | 18 | (33) |
| Adjusted EBITA | 827 | 275 | 101 | 532 | (82) |
| January to June 2017 | |||||
| Net income | 548 | ||||
| Discontinued operations, net of income taxes | (259) | ||||
| Income tax expenses | 107 | ||||
| Investments in associates, net of income taxes | 7 | ||||
| Financial expenses | 140 | ||||
| Financial income | (47) | ||||
| Income from operations | 495 | 154 | 4 | 466 | (129) |
| Amortization of acquired intangible assets | 129 | 18 | 23 | 69 | 19 |
| Impairment of goodwill | 9 | 9 | |||
| EBITA | 634 | 172 | 28 | 535 | (101) |
| Restructuring and acquisition-related charges | 89 | 42 | 33 | 3 | 10 |
| Other items | 15 | 29 | (14) | ||
| Adjusted EBITA | 737 | 214 | 90 | 538 | (105) |
| sales1) | tangible and intangible assets2) | |||
|---|---|---|---|---|
| January to June | June 30, | June 30, | ||
| 2017 | 2018 | 2017 | 2018 | |
| Netherlands | 239 | 244 | 882 | 1,192 |
| United States | 2,905 | 2,780 | 6,756 | 8,595 |
| China | 1,118 | 1,109 | 979 | 908 |
| Japan | 521 | 512 | 473 | 484 |
| Germany | 442 | 451 | 201 | 273 |
| France | 240 | 228 | 28 | 32 |
| United Kingdom | 189 | 200 | 522 | 640 |
| Other countries | 2,675 | 2,706 | 869 | 890 |
| Philips Group | 8,329 | 8,229 | 10,710 | 13,014 |
1) Sales are reported based on country of destination
2) Includes Property, plant and equipment, Goodwill, and Intangible assets excluding goodwill.
As required by IFRS 8, Operating Segments are Diagnosis & Treatment businesses, Connected Care & Health Informatics businesses and Personal Health businesses, each being responsible for the management of its business worldwide. Due to the divestment and deconsolidation of businesses in 2017, Legacy Items no longer require separate disclosure. Therefore, as from January 1, 2018, HealthTech Other and Legacy Items are combined into Other. Prior-period comparatives have been adjusted to conform with current presentation. More segment information can be found in Note 4 Information by segment and main country in the Annual Report 2017.
The preparation of the semi-annual condensed consolidated financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting principles and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates under different assumptions or conditions.
In preparing these semi-annual condensed financial statements, the significant estimates and judgements made by management in applying the Company's accounting policies and the key sources of estimation uncertainty were the same as those applied to the consolidated financial statements as at and for the year ended December 31, 2017. The impact on estimates related to the adoptions of IFRS 9 and IFRS 15 were immaterial.
The Annual Report 2017 describes certain risk categories and risks (including risk appetite) which could have a material adverse effect on Philips' financial position and results. Those categories and risks remain valid and should be read in conjunction with this semi-annual report.
Looking ahead to the second half of 2018, financial markets continue to be highly volatile due to political and macroeconomic issues in most major regions such as Europe (including Brexit), United States, China, Russia, Middle East & Turkey and Latin America. Such conditions in financial markets may adversely affect the timing of and revenues from the ongoing divestment of Signify (formerly Philips Lighting).
Also, Philips operates in a highly regulated product safety and quality environment. Philips products and facilities are subject to regulation and ongoing inspections by various government agencies, including, in particular, the FDA (US) and comparable non-US agencies. Philips is undertaking considerable efforts to improve quality and management systems in all of its operations. The remediation work in this area will continue to affect the company's results.
Additional risks not known to Philips, or currently believed not to be material, could later turn out to have a material impact on Philips' business, objectives, revenues, income, assets, liquidity or capital resources.
Under normal economic conditions, the Group's sales are impacted by seasonal fluctuations, particularly at the Diagnosis & Treatment businesses, Connected Care & Health Informatics businesses and Personal Health businesses, typically resulting in higher revenues and earnings in the second half-year. At Diagnosis & Treatment businesses and Connected Care & Health Informatics businesses, sales are generally higher in the second half-year, largely due to the timing of new product availability and customers attempting to spend their annual budgeted allowances before the end of the year. At Personal Health businesses, sales are generally higher in the second half-year due to the holiday sales. Other is generally not materially affected by seasonality.
Discontinued operations consist primarily of our retained shareholding in Signify (formerly Philips Lighting) and certain other divestments formerly reported as discontinued operations.
Results related to Philips' retained interest in Signify show a EUR 155 million loss in the six months ended June 30, 2018 and reflects the additional sale of 16.22 million shares in February 2018, dividends received of EUR 32 million and a loss due to value adjustments since January 1, 2018 on Signify shares. Results from discontinued operations of the segment Lighting were EUR 177 million in the six months ended June 30, 2017. The results mainly relate to the operations of Signify, which were deconsolidated in November 2017.
On June 30, 2017, Philips completed the sale of an 80.1% interest in the combined Lumileds and Automotive businesses to certain funds managed by affiliates of Apollo Global Management, LLC. In the first quarter of 2018 we reached a final settlement resulting in a gain of EUR 8 million. In the first six months ended June 2017, the combined businesses of Lumileds and Automotive reported a gain of EUR 83 million, which included a loss of EUR 66 million after tax related to the sale of the combined businesses of Lumileds and Automotive.
In the six months ended June 30, 2018, Other mainly comprises losses relating to the Television business of EUR 4 million and the Audio, Video, Multimedia & Accessories business of EUR 8 million.
In the six months ended June 30, 2018, discontinued operations cash flows from investing activities include EUR 551 million related to the Signify sale of shares and dividend received. Sale of Philips Lighting shares in the 6 months ended June 30, 2017, (prior to being classified as discontinued operations) is included in cash flows from financing activities of continuing operations.
In the six months ended June 30, 2017, discontinued operations cash flows from investing activities include the net proceeds of EUR 1.1 billion received from the sale of the combined Lumileds and Automotive businesses.
As of June 30, 2018, assets held for sale consisted of the retained interest in Signify for an amount of EUR 559 million (representing an interest of 18.31%), property, plant and equipment for an amount of EUR 32 million, and assets and liabilities directly associated with assets-held-for-sale businesses of EUR 46 million.
Philips completed three acquisitions in the six months ended June 30, 2018. The acquisitions involved an aggregated net cash outflow of EUR 157 million, a contingent consideration of EUR 48 million (recorded in Long-term provisions), and had an aggregated impact on Goodwill and Other intangible assets of EUR 131 million and EUR 76 million respectively. These amounts are subject to final purchase price adjustments.
For the acquisition of EPD Solutions Ltd. on July 9, 2018, we refer to Subsequent events, of this document.
In the six months ended June 30, 2018, Philips completed two divestments. The divestments involved an aggregated net cash inflow of EUR 68 million and resulted in a gain of EUR 44 million, which has been recognized in Other business income.
Philips has investments in a number of associates. None of them, except Signify (formerly Philips Lighting), are regarded as individually material. The interest in Signify is treated as an asset classified as held for sale. For further details on the accounting treatment, we refer to Discontinued operations and other assets classified as held for sale, of this document.
During the six months ended June 30, 2018, Philips purchased two investments in associates which involved an aggregated amount of EUR 88 million.
The main increase in Property, plant and equipment consists of capital expenditures of EUR 188 million (six months ended June 30, 2017: EUR 254 million). This was offset by depreciation and impairment charges of EUR 209 million (six months ended June 30, 2017: EUR 245 million).
For information regarding the most recent impairment test of the different cash-generating units, including Home Monitoring, Population Health Management, and Healthcare Informatics, reference is made to Note 11 Goodwill in the 2017 Financial Statements. No events have been identified by management in the first half of 2018 that required management to perform an update of the aforementioned impairment tests.
Goodwill increased by EUR 384 million in the six months ended June 30, 2018, mainly due to new acquisitions (EUR 131 million) and the impact of currency translation differences (EUR 242 million). For details on the impact of new acquisitions, refer to Acquisitions and divestments, of this document.
The increase in Intangible assets excluding goodwill is EUR 265 million for the six months ended June 30, 2018. This mainly comprises internally generated assets for product development of EUR 139 million (six months ended June 30, 2017: EUR 169 million) and new acquisitions of EUR 76 million (six months ended June 30, 2017: EUR 0 million), offset by amortization and impairments of EUR 337 million (six months ended June 30, 2017: EUR 313 million) and translation differences. The impairments of 2018 mainly relate to brand names (EUR 52 million) and customer relationships (EUR 16 million). For details on the impact of new acquisitions, refer to Acquisitions and divestments, of this document.
In June 2018, Philips settled a dividend of EUR 0.80 per common share, representing a total value of EUR 738 million including costs. Shareholders could elect for a cash dividend or a share dividend. Approximately 46% of the shareholders elected for a share dividend, resulting in the issuance of 9,533,223 new common shares. The cash dividend involved an amount of EUR 400 million (including costs).
As of June 30, 2018, the issued and fully-paid share capital consists of 950,442,250 common shares, each share having a par value of EUR 0.20.
During the first six months of 2018, a total of 9,664,661 treasury shares were delivered as a result of restricted share deliveries, performance share deliveries and stock option exercises.
A total of 2,537,798 shares were acquired in connection with Philips' Long Term Incentive (LTI) Program through (1) a forward share buy-back program (ended in March 2018) and (2) the unwinding of options which were previously acquired to cover LTI commitments. During the first half of 2018, there was one exercise under the forward share buy-back contract involving 750,000 shares, resulting in a EUR 20 million increase in retained earnings against treasury shares. As of June 2018 there are no forward contracts outstanding. In the first half of 2018, the Company unwound 944,901 EUR-denominated and 842,411 USD-denominated call options against the transfer of a same number of Royal Philips shares (1,787,312 shares) and an additional EUR 37 million cash payment to the buyer of the call options. As of June 30, 2018, the number of outstanding EURdenominated options was 2,341,738 and the number of outstanding USD-denominated options was 2,131,933.
On June 30, 2018, the total number of treasury shares amounted to 18,946,708, which were purchased at an average price of EUR 31.33 per share.
As of June 30, 2018, Philips had total debt of EUR 4,927 million, an increase of EUR 212 million compared to December 31, 2017. Long-term debt was EUR 3,688 million, a decrease of EUR 356 million, and short-term debt was EUR 1,239 million, an increase of EUR 567 million compared to December 31, 2017.
As of June 30, 2018, the majority of the long-term debt consisted of EUR 3,276 million of public EUR and USD bonds with a weighted average interest rate of 2.90%.
In March 2018, Philips refinanced a loan of EUR 178 million with a new long-term loan of EUR 200 million. In April 2018, Philips completed the early redemption of all the 3.750% USD bonds due 2022 with an aggregate principal amount of USD 1.0 billion. For this purpose, a EUR 900 million loan was entered into, which was repaid in May 2018. In addition, fixed-rate EUR bonds were issued in May 2018 with an aggregate principal amount of EUR 1.0 billion (EUR 500 million due 2024 and EUR 500 million due
2028). USD bonds due 2038 with an aggregate principal amount of USD 56 million and USD 16 million were redeemed in May and June 2018, respectively. In Q2 2018, EUR 576 million of forward contracts related to the share buyback program were transferred to the current portion of long-term debt.
In April 2018, Royal Philips successfully exercised, with existing terms and conditions, the first of two 1-year extension options of its EUR 1.0 billion committed standby revolving credit facility for general corporate purposes, extending the final maturity date to April 21, 2023.
Philips' policy is to provide guarantees and other letters of support only in writing. Philips does not stand by other forms of support. Remaining off-balance-sheet business and creditrelated guarantees provided on behalf of third parties and associates decreased by EUR 4 million during the first six months of 2018 to EUR 13 million.
Royal Philips and certain of its group companies and former group companies are involved as a party in legal proceedings, including regulatory and other governmental proceedings, including discussions on potential remedial actions, relating to such matters as competition issues, intellectual property, commercial transactions, product liability, participations and environmental pollution. While it is not feasible to predict or determine the ultimate outcome of all pending or threatened legal proceedings, regulatory and governmental proceedings, Philips is of the opinion that the cases described below may have, or have had in the recent past, a significant impact on its consolidated financial position, results of operations and cash flows.
For information regarding legal proceedings in which Philips is involved, please refer to the Annual Report 2017. Significant developments regarding legal proceedings that have occurred since the publication of the Annual Report 2017 are described below:
In the CRT-related civil antitrust litigation pending in the United States and Canada, Philips has now reached settlements with all plaintiffs, resolving all outstanding CRT-related civil antitrust litigation. The settlements reached had no material impact on our results in the first half year of 2018. The settlements with the class of indirect purchasers, the state attorney-general for the state of Washington and class-action plaintiffs in Ontario, Quebec and British Columbia are still pending final court approval. The CRTrelated civil antitrust actions reported in other jurisdictions are still pending.
In December 2013, the European Commission commenced an investigation into alleged restrictions of online sales of consumer electronics products and small domestic appliances. Philips was one of several companies involved in the investigation. In June 2018, the Company recorded a EUR 30 million provision in connection with the investigation, which is expected to conclude in the second half of 2018. EUR 12 million of the provision has been reported in Discontinued operations. The remainder has been reported in the segment Personal Health.
On July 4, 2018 the Public Prosecution Service in Rio de Janeiro and representatives from the Brazilian antitrust authority CADE inspected the offices of more than 30 companies including Philips in São Paulo. The Brazilian authorities are conducting an investigation into tender irregularities in the medical device industry. Philips is cooperating with the investigation.
Share-based compensation costs were EUR 51 million and EUR 60 million in the first six months of 2018 and 2017 respectively. This includes the employee stock purchase plan of 2 million (2017: 3 million), which is not a share-based compensation that affects equity.
In addition, during the first six months of 2018 Philips granted 2,190,340 performance shares and 1,384,239 restricted shares.
In the first six months of 2018 a total of 6,991,025 performance and 432,940 restricted shares were delivered. In addition, 806,304 EUR-denominated options and 1,196,363 USDdenominated options were exercised at a weighted average exercise price of EUR 20.52 and USD 30.49 respectively.
Under the Accelerate! program, in the first six months of 2018 a total of 105,200 EUR-denominated options and 35,000 USDdenominated options were exercised at an exercise price of EUR 15.24 and USD 20.02 respectively.
The estimated fair value of financial instruments has been determined by the company using available market information and appropriate valuation methods. The estimates presented are not necessarily indicative of the amounts that will ultimately be realized by the company upon maturity or disposal. The use of different market assumptions and/or estimation methods may have a material effect on the estimated fair value amounts.
The fair value of Philips' debt is estimated on the basis of the quoted market prices for certain issues, or on the basis of discounted cash flow analysis based upon market rates plus Philips' spread for the particular tenors of the borrowing arrangement. Accrued interest is not included within the carrying amount or estimated fair value of debt.
The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.
Fair value of financial assets and liabilities in millions of EUR
| Balance as of June 30, 2018 | |||||
|---|---|---|---|---|---|
| carrying amount | estimated fair value1) |
Level 1 | Level 2 | Level 3 | |
| Financial assets | |||||
| Carried at fair value: | |||||
| Debt instruments | 47 | 47 | 47 | ||
| Equity instruments | 20 | 20 | 20 | ||
| Other financial assets | 28 | 28 | 23 | 5 | |
| Derivative financial instruments | 64 | 64 | 64 | ||
| Financial assets carried at FVTPL | 160 | 160 | 20 | 87 | 52 |
| Debt instruments | 29 | 29 | 28 | 1 | |
| Equity instruments | 327 | 327 | 25 | 1 | 301 |
| Receivables - current | 34 | 34 | 34 | ||
| Financial assets carried at FVTOCI | 389 | 389 | 25 | 29 | 336 |
| Financial assets carried at fair value | 549 | 549 | 45 | 116 | 388 |
| Carried at (amortized) cost: | |||||
| Cash and cash equivalents | 1,615 | ||||
| Loans and receivables | |||||
| Current loans receivables | 1 | ||||
| Other non-current loans and receivables | 107 | ||||
| Receivables - current | 3,465 | ||||
| Receivables - non-current | 177 | ||||
| Financial assets carried at (amortized) cost | 5,365 | ||||
| Total financial assets | 5,914 | ||||
| Financial liabilities | |||||
| Carried at fair value: | |||||
| Derivative financial instruments | (315) | (315) | (315) | ||
| Financial liabilities carried at FVTPL | (315) | (315) | (315) | ||
| Carried at (amortized) cost: | |||||
| Accounts payable | (1,781) | ||||
| Interest accrual | (29) | ||||
| Debt (Corporate bonds and finance leases) | (3,572) | (3,898) | (3,602) | (296) | |
| Debt (excluding corporate bonds and finance leases) | (1,355) | ||||
| Financial liabilities carried at (amortized) cost | (6,737) | ||||
| Total financial liabilities | (7,052) |
1) For Cash and cash equivalents, Loans and receivables, Accounts payable, interest accrual and Debt (excluding corporate bonds and finance leases), the carrying amounts approximate fair value because of the short maturity of these instruments, and therefore fair value information is not included in the table above.
The table above represents categorization of measurement of the estimated fair values of financial assets and liabilities.
Specific valuation techniques used to value financial instruments include:
Instruments included in level 1 are comprised primarily of listed equity investments classified as financial assets carried at fair value through profit or loss or carried at fair value through other comprehensive income.
The fair value of financial instruments traded in active markets is based on quoted market prices at the balance sheet date. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm's length basis.
The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives or convertible bond instruments) is determined by using valuation techniques. These valuation techniques maximize the use of observable market data where it is available and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are based on observable market data, the instrument is included in level 2.
The fair value of derivatives is calculated as the present value of the estimated future cash flows based on observable interest yield curves, basis spread and foreign exchange rates.
The valuation of convertible bond instruments uses observable market-quoted data for the options and present value calculations using observable yield curves for the fair value of the bonds.
If one or more of the significant inputs are not based on observable market data, such as third-party pricing information without adjustments, the instrument is included in level 3.
The retained investment in the combined businesses of Lumileds and Automotive (the "Lumileds investment") of EUR 250 million (December 31, 2017: EUR 243 million) is classified as a financial asset recognized at fair value through OCI, based on a valuation model with inputs, including discount rates and multiples, which are market-corroborated to the extent possible, and hence classified as Level 3 in the fair value hierarchy. A sensitivity analysis of the Lumileds investment at June 30, 2018 shows that if the earnings assumption were to increase instantaneously by 10%, with all other variables (including foreign exchange rates) held constant, the fair value of the investment would increase by approximately 27%. Similarly, a decrease of 10% in the earnings assumption would reduce the fair value by approximately 24%. If the valuation multiples were to increase instantaneously by 10% from the assumption at June 30, 2018, with all other variables (including foreign exchange rates) held constant, the fair value of the investment would increase by approximately 23%, while a decrease of 10% in valuation multiples would reduce the fair value by approximately 21%.
The table below shows the reconciliation from the beginning balance to the end balance for fair value measured in Level 3 of the fair value hierarchy.
| Reconciliation of the Level 3 fair value hierarchy in millions of EUR | ||||
|---|---|---|---|---|
| ----------------------------------------------------------------------- | -- | -- | -- | -- |
| Financial assets | |
|---|---|
| Balance as of December 31, 2017 | 372 |
| IFRS 9 adjustment | 47 |
| Balance at January 1, 2018 | 420 |
| Total gains and losses recognized in: | |
| - profit or loss | (1) |
| - other comprehensive income | (6) |
| Purchase | 9 |
| Sales | (20) |
| Receivables held to collect and sell | (14) |
| Balance at June 30, 2018 | 388 |
On July 9, 2018, Philips acquired EPD Solutions Ltd. (EPD), a private equity-owned company. EPD is an innovator in imageguided procedures for cardiac arrhythmias (heart rhythm disorders).
Philips acquired EPD for an upfront cash consideration of EUR 250 million and deferred, milestone-dependent payments. In connection with these contingent payments, the company recognized a provision of EUR 210 million at completion of the transaction.
Due to the recent completion date, additional IFRS disclosures cannot be made until the initial accounting for the business combination has been completed.
As from acquisition date, EPD is part of the reportable segment Diagnosis & Treatment businesses.
In July 2018, Philips will make a contribution of USD 150 million to the Philips US pension fund to further improve the funding ratio. This will further decrease Philips' interest costs going forward.
http://www.philips.com/investorrelations © 2018 Koninklijke Philips N.V. All rights reserved.
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