<PAGE> 1
1999-4
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
-----------
FORM 6-K
REPORT OF FOREIGN ISSUER
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
For the period commencing April 22, 1999 through July 22, 1999
-----------
KONINKLIJKE PHILIPS ELECTRONICS N.V.
------------------------
(Name of registrant)
Rembrandt Tower, Amstelplein 1, 1096 HA Amsterdam, The Netherlands
------------------------------------------------------
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F:
Form 20-F X Form 40-F
----- -----
Indicate by check mark whether the registrant by furnishing the
information contained in this form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act
of 1934:
Yes No X
------ -----
If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-_______.
Name and address of person authorized to receive notices
and communications from the Securities and Exchange Commission:
Donald C. Walkovik, Esq.
Sullivan & Cromwell
125 Broad Street
NEW YORK, N.Y. 10004
<PAGE> 2
This report comprises a copy of the Quarterly Report of the Philips Group for
the six months ended June 30, 1999, dated July 22, 1999.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrants have duly caused this report to be signed on their behalf, by the
undersigned, thereunto duly authorized at Amsterdam, on the 22nd day of July,
1999.
KONINKLIJKE PHILIPS ELECTRONICS N.V.
/s/ C. Boonstra
C. Boonstra
(President,
Chairman of the Board of Management)
/s/ J.H.M. Hommen
J.H.M. Hommen
(Executive Vice-President,
Member of the Board of Management
and Chief Financial Officer)
<PAGE> 3
QUARTERLY REPORT
June 30, 1999
[Philips Logo]
PHILIPS
<PAGE> 4
STATEMENTS OF INCOME AND CASH FLOWS
all amounts in millions of euros (EUR) unless otherwise stated
The data included in this report are unaudited.
The 1998 data have been restated to reflect the sale of PolyGram N.V. and
to present the Philips Group accounts on a continuing basis.
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
2nd quarter January to June
----------- ---------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Sales 7,298 7,443 14,135 14,500
----- ----- ------ ------
EBITDA 780 844 1,695 1,589
----- ----- ------ ------
Income from operations (EBIT) 319 467 868 840
Financial income and expenses 17 (60) 38 (123)
----- ----- ------ ------
Income before taxes 336 407 906 717
Income taxes (67) (96) (181) (165)
----- ----- ------ ------
Income after taxes 269 311 725 552
Results relating to unconsolidated companies 16 19 41 50
Share of other group equity in group income (11) 51 (23) 100
----- ----- ------ ------
Income from continuing operations 274 381 743 702
Discontinued operations - 6 - 10
Extraordinary items - net (3) 82 (3) 465
----- ----- ------ ------
NET INCOME 271 469 740 1,177
Basic earnings per common share in EUR:
- income from continuing operations 0.78 1.06 2.08 1.95
- net income 0.78 1.30 2.08 3.28
</TABLE>
CONSOLIDATED STATEMENTS OF CASH FLOWS*
<TABLE>
<CAPTION>
2nd quarter January to June
----------- ---------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Cash flows from operating activities:
Net income 271 469 740 1,177
Income from discontinued operations - (6) - (10)
Depreciation and amortization 461 377 827 749
Net gain on sale of investments (69) (178) (309) (656)
Increase in working capital (232) (452) (682) (768)
Decrease in provisions (140) (61) (97) (1)
Other items (196) (27) (313) (66)
------ ---- ------ ----
Net cash provided by operating activities 95 122 166 425
Cash required for investments (1,621) (439) (1,982) (764)
Proceeds from divestments 146 161 720 694
------ ---- ------ ----
CASH FLOWS (BEFORE FINANCING ACTIVITIES) (1,380) (156) (1,096) 355
</TABLE>
[FN]
* For a number of reasons, principally the effects of translation differences
and consolidation changes, certain items in the statements of cash flows do
not correspond to the differences between the balance sheet amounts for the
respective items.
</FN>
<PAGE> 5
REPORT ON THE PERFORMANCE OF THE PHILIPS GROUP
Philips made a number of accounting changes at the beginning of this year to
make its financial statements more in conformity with US GAAP. In particular the
changes relate to capitalizing IT software for internal Philips use, abolishing
equalization accounts and using extraordinary items only under strict rules.
The second quarter
Income from continuing operations in the quarter came to EUR 274 million (EUR
0.78 per share) including after-tax charges of EUR 74 million (EUR 0.22 per
share) for the write-off of in-process R&D associated with two recently
completed acquisitions and for the restructuring of Philips AMLCD in Waalre, the
Netherlands. This compares with EUR 381 million (EUR 1.06 per share) in the same
quarter last year, which did not include onetime charges. Income from operations
before interest, income taxes, and depreciation and amortization charges (also
known as EBITDA) amounted to EUR 780 million as compared to EUR 844 million in
the corresponding quarter of 1998.
The comparable sales growth in this quarter came to 1 per cent, mainly on the
strength of the North American market. Sales growth is slowly improving in Asia,
has slipped to basically no growth in Europe and is at depressed levels in Latin
America. Financial income and expenses were positive EUR 17 million compared
with negative EUR 60 million (expense) a year ago. The difference is the result
of a combination of lower interest expense, higher interest income from
investing surplus cash and a gain of EUR 30 million from the sale of marketable
securities. The share in income from unconsolidated companies amounted to EUR 16
million in the quarter, compared with EUR 19 million a year ago. The share of
other group equity was negative EUR 11 million this quarter compared with EUR 51
million in 1998, reflecting the dissolution of the Philips Consumer
Communications (PCC)/Lucent joint venture in September 1998.
The first six months
Income from continuing operations in the first six months amounted to EUR 743
million (EUR 2.08 per share) compared to EUR 702 million (EUR 1.95 per share) in
the same period of 1998. Extraordinary items came to a loss of EUR 3 million in
1999 and related to premiums paid in connection with the extinguishment of
long-term debt. In 1998 an extraordinary gain of EUR 465 million was reported
primarily relating to the sale of Philips Car Systems to Mannesmann VDO and the
sale of Optoelectronics B.V. to Uniphase Corporation. Consequently, net income
came to EUR 740 million versus EUR 1,177 million in the first half of 1998.
Sales in 1999 amounted to EUR 14,135 million, nominally 3 per cent lower than in
1998. Exchange rate fluctuations had a negative effect of 2 per cent on sales,
while consolidation changes caused a negative effect of 3 per cent. The most
important deconsolidations were the Lucent part of PCC and Conventional Passive
Components, partly offset by the consolidations of ATL Ultrasound and VLSI.
Adjusted for these effects, the comparable sales growth came to 2 per cent
versus 11 per cent a year ago, when the World Cup soccer had a distinct positive
effect on sales. Consumer Products and Origin achieved above average sales
growth, while the Lighting and Professional sectors performed in line with the
group average. The Components, Semiconductors and Miscellaneous sectors reported
negative growth rates.
Price erosion was at 8 per cent slightly lower than the 9 per cent incurred in
the corresponding period in 1998. Volume growth was 10 per cent compared with 19
per cent a year ago.
EBITDA for the first six months came to EUR 1,695 million versus EUR 1,589
million in the year-earlier period. This favorable difference was substantially
attributable to higher non-recurring income from the sale of participations,
mainly the EUR 168 million gain on the sale of Conventional Passive Components
in the first quarter.
Higher restructuring costs had a negative impact of EUR 64 million on income
from operations, while the impact of write-offs of in-process R&D on income in
the first half of 1999 was negative EUR 54 million, in addition to higher
goodwill amortization charges. Higher income than in 1998 was recorded in the
sectors Consumer Products, mainly due to the reduced PCC losses and higher
license income, and Origin. Income of the Lighting sector was virtually flat.
Financial income and expenses came to a positive balance of EUR 38 million
compared to last year's negative amount of EUR 123 million. This was primarily
due to higher interest income from the excess cash position that resulted from
the sale of our 75% stake in PolyGram in December 1998, and to the gain of EUR
30 million from the sale of a small portion of the Uniphase shares in the second
quarter.
<PAGE> 6
The tax burden has been determined at a tentative rate of 20 per cent compared
with 23 per cent in the same period of last year.
Philips' results relating to unconsolidated companies were EUR 41 million as
compared to EUR 50 million a year earlier. The decrease was primarily due to
lower contributions from ASM Lithography and Taiwan Semiconductor Manufacturing
Co., both being highly dependent on the course of business in the semiconductor
industry. However, both these companies saw a clear upward trend in the second
quarter as compared to the first quarter and last year.
The share of other group equity in group income was negative EUR 23 million
versus last year's positive amount of EUR 100 million, the difference primarily
reflecting the dissolution of the PCC/Lucent joint venture in September 1998.
TREND PER PRODUCT SECTOR - YEAR TO DATE
Growth is expressed on a comparable basis
Sales of the Lighting sector rose 2 per cent, mainly in the first quarter,
virtually in line with the market development. Income from operations was EUR
316 million versus EUR 315 million in the first half of 1998. Restructuring
charges were higher in 1999 than last year. In 1998, income was positively
influenced by a substantial gain from the sale of a factory building in Spain.
Disregarding these items, 1999 income benefited from higher margins, cost
control and operational efficiency.
Sales in the Consumer Products sector increased by 6 per cent, primarily driven
by growth in PC Peripherals, especially Monitors, as well as in Audio and PCC.
Sales in Monitors, Audio and VCR significantly exceeded market growth. The
division Domestic Appliances and Personal Care recorded lower sales,
particularly as a result of weak demand in Brazil and Eastern Europe. Income
from operations improved to EUR 173 million from last year's EUR 3 million,
mainly due to a significant reduction in the losses incurred at Philips Consumer
Communications, where activities have been more focused following the
dissolution of the joint venture with Lucent. Higher license income also had a
positive contribution.
The Components sector reported a 1 per cent decrease in sales compared to the
prior year, mainly attributable to Optical Storage and Display Components, which
experienced a positive effect from the World Cup soccer in 1998. Flat Display
Systems, which includes Cells & Modules, continues to show strong growth. Income
from operations of EUR 175 million compares to last year's EUR 124 million, but
disregarding the EUR 168 million gain from the sale of Conventional Passive
Components and the EUR 38 million restructuring charge for AMLCD Waalre, income
from operations was down. The reduction was primarily attributable to a decline
in Optical Storage income. The income of Hosiden and Philips Display - HAPD
joint venture improved significantly in the second quarter, and year to date the
accumulated losses are lower than in 1998. HAPD was consolidated from April 1,
1998 onwards, and before that date was reported under unconsolidated companies.
In the Semiconductors sector sales decreased 6 per cent, caused by lower sales
of Consumer Systems and MultiMarket products. Income from operations was down to
EUR 293 million from EUR 455 million. The consolidation of VLSI, as per June 1,
1999, and the relating write-off of in-process R&D (EUR 47 million) had a
negative impact on the current results. Disregarding VLSI, income from
operations came to 18.2 per cent of segment revenues versus 22.4 per cent in the
year-earlier period, attributable to lower sales levels. Sales performance in
1999, however, indicates an upward trend.
Sales of the Professional sector were 2 per cent up on the prior year. Medical
Systems' sales were up 12 per cent while the order book improved sharply.
Business Electronics' sales were 4 per cent lower than in 1998. Income from
operations was EUR 5 million, down from EUR 82 million last year. Medical
Systems' income in 1999 was adversely impacted by EUR 10 million relating
primarily to reorganization charges, while 1998 income benefited from a one-time
amount of equal size. Business Electronics incurred a loss partly due to the
write-off of in-process R&D upon the acquisition of Voice Control Systems in the
second quarter (EUR 7 million), but mainly from substantial market and product
development expenditures in Digital Video Systems, which are directed at
establishing a stronger market presence in the digital set-top box market in the
USA.
Sales growth at Origin came to 13 per cent, which was close to market growth.
Income from operations of EUR 65 million was substantially up on last year's EUR
22 million, mainly attributable to growth in sales, improved cost efficiency and
more effective processes.
<PAGE> 7
The Miscellaneous sector saw an 18 per cent decrease in sales. Income from
operations was unchanged at a loss of EUR 11 million.
TREND PER GEOGRAPHIC AREA - YEAR TO DATE
Growth is expressed on a comparable basis
Sales growth in the first half year was lower than in the prior year in the
regions Europe and Latin America due to the high comparison base in 1998, which
in addition to a stronger economic climate, included the positive influence of
the World Cup soccer event at that time. Sales in North America sustained strong
growth of 10 per cent. Sales growth of 5 per cent in Asia Pacific in the first
six months was slightly lower than the 7 per cent growth level a year ago.
Despite the write-offs for in-process R&D for VLSI and VCS, income from
operations in North America became profitable, which was primarily attributable
to a substantial reduction of the PCC losses. European income decreased in spite
of the gain on the divestment of Conventional Passive Components recorded in the
first quarter. Components, partly as a consequence of the restructuring of the
AMLCD activity in The Netherlands, and Semiconductors primarily account for the
decline in income, which occurred predominantly in The Netherlands and Germany.
Lower Latin American income mainly related to restructuring charges and a
provision for bad debtors in Brazil. Improved income for the second quarter was
the result of cost containment measures and improved operational control. At the
end of the quarter it appeared that the business environment improved somewhat.
Income in Asia Pacific was down on last year's level, although second quarter
income improved. The income gap in the first six months is mainly attributable
to Semiconductors.
BALANCE SHEET RATIOS AND CASH FLOWS
Inventories at the end of June 1999 came to 16.4 per cent of sales as compared
to 17.1 per cent a year earlier. The average collection period of outstanding
trade receivables was the equivalent of 1.6 months sales, unchanged from one
year ago.
Following the sale of PolyGram in December 1998, Philips has been in a net cash
position which is now being spent to accelerate profitable growth in selected
areas by acquisitions and to repay capital to shareholders. Group equity has
consistently exceeded 100 per cent of Philips' financing requirements this year;
twelve months ago the ratio for net debt to group equity stood at 21:79. Cash
required for investing activities of EUR 1,262 million was EUR 1.2 billion
higher than in 1998, mainly caused by the acquisitions of VLSI, VCS and a 10 per
cent shareholding in Origin. The resulting cash flow deficit of EUR 1,096
million compares with a EUR 355 million surplus in the first half of last year.
Capital repayments to shareholders arising from the 8 per cent share reduction
program came to EUR 1,490 million.
EMPLOYEES
The number of people employed at the end of June 1999 was 227,618, reflecting a
decrease of 3,661 employees from the comparable position on January 1, 1999.
OUTLOOK
The economic environment in certain countries in Asia is improving, the US
economy continues to be strong, and we see early signs of improvement in Brazil.
Europe represents a slow growth environment.
We expect earnings from continuing operations in the second half of this year to
compare favorably with the second half of 1998. In particular we expect that
Consumer Products, Components, Origin and Medical Systems will show solid
improvements in EBITDA and income from operations during the second half of the
year. The Semiconductors sector is improving and should favorably impact EBITDA
and income from operations. The consolidation of VLSI will result in goodwill
and related charges during the second half of the year of approximately EUR 100
million, in addition to a small operational loss.
The proposed 50-50 joint venture with LG Electronics of Korea in the field of
Active Matrix Liquid Crystal Displays, that was announced in May, is expected to
be finalized in the third quarter of 1999. The transaction will put Philips into
an immediately profitable and leading position in the AMLCD industry.
Our objective to grow this year's earnings from continuing operations with
double digits stays firm.
July 22, 1999
Royal Philips Electronics
Board of Management
<PAGE> 8
BALANCE SHEETS AND ADDITIONAL RATIOS
all amounts in millions of euros unless otherwise stated
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
1999 1998
June 30, December 31,
-------- ------------
<S> <C> <C>
Cash and cash equivalents 3,648 6,553
Receivables 5,997 5,442
Inventories 4,950 4,274
Non-current assets 12,869 11,884
------ ------
TOTAL ASSETS 27,464 28,153
Other current liabilities 6,885 7,139
Debt 3,486 3,587
Provisions 3,123 2,985
------ ------
GROUP EQUITY 13,970 14,442
Of which stockholders' equity 13,702 14,200
Per common share in EUR 41.09 39.37
</TABLE>
<TABLE>
<CAPTION>
End of June
-----------
<S> <C> <C>
NUMBER OF COMMON SHARES OUTSTANDING
Shares in thousands 339,079 366,034
------- -------
NUMBER OF EMPLOYEES
Comparable figure on 1.1.1999 : 231,300 227,600 254,900
------- -------
RATIOS
Net debt : group equity ratio * 21:79
Inventories as a % of sales 16.4 17.1
Outstanding trade receivables, in months' sales 1.6 1.6
</TABLE>
<TABLE>
<CAPTION>
January to June
---------------
<S> <C> <C>
Income from operations:
As a % of sales 6.1 5.8
As a % of net operating capital (RONA) 18.3 16.7
Income from continuing operations
as a % of stockholders' equity (ROE) 12.7 17.0
</TABLE>
[FN]
* As the current net cash situation exceeds the level of debt, the net debt
to group equity ratio is not meaningful.
</FN>
<PAGE> 9
PRODUCT SECTORS
all amounts in millions of euros unless otherwise stated
SALES AND TOTAL ASSETS
<TABLE>
<CAPTION>
sales (to third parties) total assets
------------------------ ------------
January to June 1999 1999 1998
-------------------- ---- ----
% growth June 30, December 31,
--------
amount nominal comparable*
<S> <C> <C> <C> <C> <C>
Lighting 2,191 0 2 2,814 2,607
Consumer Products 5,431 (6) 6 4,333 4,350
Components 1,714 (8) (1) 3,227 3,112
Semiconductors 1,630 (2) (6) 4,716 3,106
Professional 2,267 12 2 3,136 2,810
Origin 565 13 13 650 572
Miscellaneous 337 (31) (18) 901 1,021
Unallocated 7,687 10,575
------ ----- ------
TOTAL 14,135 (3) 2 27,464 28,153
</TABLE>
[FN]
* Adjusted for the effects of changes in consolidations and exchange rate
movements
</FN>
SEGMENT REVENUES AND INCOME FROM OPERATIONS
<TABLE>
<CAPTION>
January to June
---------------
1999 1998
---- ----
income as % of income as % of
segment (loss) from segment segment (loss) from segment
revenues operations revenues revenues operations revenues
<S> <C> <C> <C> <C> <C> <C>
Lighting 2,215 316 14.3 2,220 315 14.2
Consumer Products 5,627 173 3.1 5,908 3 0.1
Components 2,405 175 7.3 2,550 124 4.9
Semiconductors 1,983 293 14.8 2,032 455 22.4
Professional 2,431 5 0.2 2,083 82 3.9
Origin 865 65 7.5 748 22 2.9
Miscellaneous 418 (11) (2.6) 589 (11) (1.9)
Unallocated (148) (150)
------ ---- ------ ----
Total 15,944 868 16,130 840
Intersegment revenues (1,809) (1,630)
------ ------
SALES 14,135 14,500
Income from operations
as a % of sales 6.1 5.8
</TABLE>
<PAGE> 10
MAIN COUNTRIES AND GEOGRAPHIC AREAS
all amounts in millions of euros unless otherwise stated
SALES AND FIXED ASSETS
<TABLE>
<CAPTION>
sales (to third parties) (in)tangible fixed assets
------------------------ -------------------------
January to June 1999 1999 1998
-------------------- ---- ----
% growth June 30, December 31,
--------
amount nominal comparable *
<S> <C> <C> <C> <C> <C>
Netherlands 810 2 4 1,733 1,633
United States 3,279 (2) 9 2,418 1,167
Germany 1,258 (5) (2) 637 698
France 862 (11) (11) 403 410
United Kingdom 1,037 24 26 308 298
China (incl. Hong Kong) 908 (2) 0 619 574
Other countries 5,981 (5) (2) 2,483 2,348
------ ----- -----
TOTAL 14,135 (3) 2 8,601 7,128
</TABLE>
[FN]
* Adjusted for the effects of changes in consolidations and exchange rate
movements
</FN>
SEGMENT REVENUES AND INCOME FROM OPERATIONS
<TABLE>
<CAPTION>
January to June
---------------
1999 1998
---- ----
income as % of income as % of
segment (loss) from segment segment (loss) from segment
revenues operations revenues revenues operations revenues
<S> <C> <C> <C> <C> <C> <C>
Europe** 13,258 626 4.7 12,921 718 5.6
USA and Canada 4,068 53 1.3 3,900 (100) (2.6)
Latin America 701 (17) (2.4) 1,145 (12) (1.0)
Asia Pacific 5,130 205 4.0 5,062 234 4.6
Africa 51 1 2.0 60 - -
------ ------ ------ ------ ------
TOTAL 23,208 868 23,088 840
Interregional revenues** (9,073) (8,588)
------ ------
SALES 14,135 14,500
Income from operations
as a % of sales 6.1 5.8
</TABLE>
[FN]
** Reclassified
</FN>
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
OCTOBER 1995
This document contains certain forward-looking statements with respect to the
financial condition, results of operations and business of Philips and certain
of the plans and objectives of Philips with respect to these items. By their
nature, forward-looking statements involve risk and uncertainty because they
relate to events and depend on circumstances that will occur in the future.
There are a number of factors that could cause actual results and developments
to differ materially from those expressed or implied by these forward-looking
statements. These factors include, but are not limited to, levels of consumer
and business spending in major economies, changes in consumer tastes and
preferences, the levels of marketing and promotional expenditures by Philips and
its competitors, raw materials and employee costs, changes in future exchange
and interest rates, changes in tax rates and future business combinations,
acquisitions or dispositions, and the rate of technical changes. Market share
estimates contained in this report are based on outside sources such as
specialized research institutes, industry and dealer panels, etc. in combination
with management estimates.
Information also available on Internet, address: http://www.philips.com
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