KONINKLIJKE PHILIPS NV
For the period ended Dec 31, 2023. Filed Feb 20, 2024.
View on SEC.govAbout this filing
The yearly report of a company based outside the US. It covers much of what a 10-K does, and may follow accounting rules other than US ones.
FY2023 · Filed Feb 20, 2024
Contents
3Form 20-F cross reference table
Only (i) the information in this document that is referenced in the Form 20-F cross reference table, (ii) the Introduction and the cautionary statements concerning forward-looking statements of this report on pages 6-7, and (iii) the Exhibits shall be deemed to be filed with the Securities and Exchange Commission for any purpose. The content of Philips’ websites and other websites referenced herein should not be considered to be a part of or incorporated into the 2023 Form 20-F. Any additional information which is not referenced in the Form 20-F cross reference table or the Exhibits themselves shall not be deemed to be so incorporated by reference, shall not be part of the 2023 Form 20-F and is furnished to the Securities and Exchange Commission for information only.
The table below sets out the location in this document of the information required by SEC Form 20-F. The exact location is included in the column ‘Location in this document’. The page number refers to the starting page of the section for reference only (and is not intended to refer to the starting page of the specific subsection, if applicable).
| Item | Form 20-F caption | Location in this document |
| 1 | Identity of directors, senior management and advisors | Not applicable |
| 2 | Offer statistics and expected timetable | Not applicable |
| 3 | Key information | |
| A [Reserved] | Not applicable | |
| B Capitalization and indebtedness | Not applicable | |
| C Reason for the offer and use of proceeds | Not applicable | |
| D Risk factors | Chapter 9.2 – Risk factors | |
| Chapter 9.3 – Strategic risks | ||
| Chapter 9.4 – Operational risks | ||
| Chapter 9.5 – Financial risks | ||
| Chapter 9.6 – Compliance risks | ||
| 4 | Information on the Company | |
| A History and development of the company | Chapter 1 – Introduction - Documents on display | |
| Chapter 6.4 – Our business structure | ||
| Chapter 7.3 – Results of operations - Discontinued operations | ||
| Chapter 7.4 – Restructuring and acquisition-related charges | ||
| Chapter 7.5 – Acquisitions and divestments | ||
| Chapter 7.6 – Cash flows | ||
| Chapter 12.1 – Corporate governance | ||
| Chapter 12.9 – Corporate information | ||
| Chapter 14.4.3 – Investor contact - How to reach us | ||
| Note 3 – Discontinued operations and assets classified as held for sale | ||
| Note 4 – Acquisitions and divestments | ||
| Note 5 – Interests in entities | ||
| Note 30 – Subsequent events | ||
| B Business Overview | Chapter 1 – Introduction - Third-party market share data | |
| Chapter 6.1 – Our strategic focus | ||
| Chapter 6.4 – Our business structure | ||
| Chapter 6.5 – Our geographic structure | ||
| Chapter 6.6 – Supply chain and procurement | ||
| Chapter 7.1 – Performance review | ||
| Chapter 8.4.6 – Quality & Regulatory and patient safety | ||
| Note 2 – Information by segment and main country | ||
| C Organizational structure | Chapter 6.4 – Our business structure | |
| Note 2 – Information by segment and main country | ||
| Note 5 – Interests in entities | ||
| D Property, plant and equipment | Chapter 6.7 – Real Estate | |
| Note 2 – Information by segment and main country | ||
| Note 3 – Discontinued operations and assets classified as held for sale - Assets classified as held for sale | ||
| Note 10 – Property, plant and equipment | ||
| Note 19 – Provisions - Environmental provisions; Other provisions (provisions for decommissioning costs) | ||
| Note 24 – Contingencies - Environmental remediation | ||
| 4A | Unresolved staff comments | Not applicable |
| 5 | Operating and financial review and prospects | |
| A Operating results | Chapter 6.4 – Our business structure | |
| Chapter 6.6 – Supply chain and procurement | ||
| Chapter 7.1 – Performance review | ||
| Chapter 7.2 – Factors impacting performance | ||
| Chapter 7.3 – Results of operations | ||
| Chapter 7.4 – Restructuring and acquisition-related charges | ||
| Chapter 7.5 – Acquisitions and divestments | ||
| Chapter 7.6 – Cash flows | ||
| Chapter 7.9 – Liquidity position | ||
| Chapter 7.11 – Cash obligations | ||
| Chapter 8.2.1 – Climate Action | ||
| Chapter 8.2.6 – Sustainable Operations - Waste | ||
| Chapter 14.1 – Reconciliation of non-IFRS information | ||
| Chapter 14.2 – Other Key Performance Indicators | ||
| Note 1 – General information to the Consolidated financial statements - Foreign currency transactions: Foreign operations | ||
| Note 3 – Discontinued operations and assets classified as held for sale | ||
| Note 4 – Acquisitions and divestments | ||
| Note 6 – Income from operations | ||
| Note 7 – Financial income and expenses | ||
| Note 8 – Income taxes - Deferred tax assets and liabilities | ||
| Note 11 – Goodwill | ||
| Note 12 – Intangible assets excluding goodwill | ||
| Note 20 – Post-employment benefits | ||
| Note 24 – Contingencies | ||
| Note 29 – Details of treasury and other financial risks - Currency risk | ||
| Note 30 – Subsequent events | ||
| B Liquidity and capital resources | Chapter 7.3 – Results of operations | |
| Chapter 7.4 – Restructuring and acquisition-related charges | ||
| Chapter 7.5 – Acquisitions and divestments | ||
| Chapter 7.6 – Cash flows | ||
| Chapter 7.7 – Financing | ||
| Chapter 7.8 – Debt position | ||
| Chapter 7.9 – Liquidity position | ||
| Chapter 7.10 – Shareholders’ equity | ||
| Chapter 7.11 – Cash obligations | ||
| Note 17 – Equity | ||
| Note 18 – Debt | ||
| Note 23 – Cash flow statement supplementary information | ||
| Note 29 – Details of treasury and other financial risks | ||
| C Research and development, patents and licenses, etc. | Chapter 6.1 – Our strategic focus | |
| Chapter 6.4.4 – Segment Other - Innovation & Strategy; IP Royalties | ||
| Chapter 7.3 – Results of operations - Research and development expenses | ||
| D Trend information | Chapter 6.6 – Supply chain and procurement | |
| Chapter 7.2 – Factors impacting performance | ||
| Chapter 14.1 – Reconciliation of non-IFRS information | ||
| Chapter 14.2 – Other Key Performance Indicators | ||
| E Critical accounting estimates | Not applicable | |
| 6 | Directors, senior management and employees | |
| A Directors and senior management | Chapter 5 – Board of Management and Executive Committee - Members of the Board of Management | |
| Chapter 10 – Supervisory Board | ||
| Chapter 12.2 – Board of Management and Executive Committee - Appointment and composition | ||
| Chapter 12.3 – Supervisory Board - Appointment and composition | ||
| Note 27 – Information on remuneration - Table: Accumulated annual pension entitlements and pension-related costs in EUR unless otherwise stated | ||
| B Compensation | Chapter 11.2.1 – Letter from the Remuneration Committee Chair | |
| Note 26 – Share-based compensation | ||
| Note 27 – Information on remuneration | ||
| C Board practices | Chapter 10 – Supervisory Board | |
| Chapter 11 – Supervisory Board report - Supervisory Board Committees | ||
| Chapter 11.2.1 – Letter from the Remuneration Committee Chair - The composition of the Remuneration Committee and its activities (first paragraph) | ||
| Chapter 11.2.2 – Remuneration report 2023 - Main elements of the Remuneration Policy; Services agreements | ||
| Chapter 11.3 – Report of the Audit Committee | ||
| Chapter 12.2 – Board of Management and Executive Committee - Appointment and composition | ||
| Chapter 12.3 – Supervisory Board - Appointment and composition; Supervisory Board committees | ||
| D Employees | Chapter 8.3.6 – Employment | |
| Note 6 – Income from operations - Employees | ||
| E Share ownership | Chapter 11.2.2 – Remuneration report 2023 - Main elements of the Remuneration Policy | |
| Chapter 12.4 – Other Board-related matters - Remuneration and share ownership | ||
| Chapter 12.10 – Additional information - Equity compensation plans | ||
| Note 17 – Equity | ||
| Note 26 – Share-based compensation | ||
| Note 27 – Information on remuneration | ||
| F Disclosure of registrant's action to recover erroneously awarder compensation | Not applicable | |
| 7 | Major shareholders and related party transactions | |
| A Major shareholders | Chapter 12.5 – General Meeting of Shareholders - Share capital; issue and repurchase of (rights to) shares (second and third paragraphs) | |
| Chapter 12.7 – Stichting Preferente Aandelen Philips | ||
| Chapter 12.8 – Major shareholders | ||
| Chapter 12.10 – Additional information - Voting Rights (last sentence) | ||
| B Related party transactions | Chapter 12.4 – Other Board-related matters - Conflicts of interest | |
| Note 5 – Interests in entities | ||
| Note 25 – Related-party transactions | ||
| Note 27 – Information on remuneration | ||
| C Interests of experts and counsel | Not applicable | |
| 8 | Financial information | |
| A Consolidated statements and other financial information | Chapter 7.12 – Dividend - Dividend policy | |
| B Significant changes | Note 30 – Subsequent events | |
| 9 | The offer and listing | |
| A Offer and listing details | Chapter 14.4.1 – Share information | |
| B Plan of distribution | Not applicable | |
| C Markets | Chapter 14.4.1 – Share information | |
| D Selling shareholders | Not applicable | |
| E Dilution | Not applicable | |
| F Expenses of the issue | Not applicable | |
| 10 | Additional information | |
| A Share capital | Not applicable | |
| B Memorandum and articles of association | Chapter 12.2 – Board of Management and Executive Committee - Appointment and composition | |
| Chapter 12.3 – Supervisory Board - Appointment and composition | ||
| Chapter 12.4 – Other Board-related matters - Remuneration and share ownership, fifth paragraph; Conflicts of interest | ||
| Chapter 12.5 – General Meeting of Shareholders - Meetings; Main powers of the General Meeting of Shareholders | ||
| Chapter 12.7 – Stichting Preferente Aandelen Philips | ||
| Chapter 12.10 – Additional information - Articles of association | ||
| C Material contracts | Chapter 11.2.2 – Remuneration report 2023 - Services agreements | |
| Chapter 12.2 – Board of Management and Executive Committee - Appointment and Composition | ||
| Note 26 – Share-based compensation | ||
| Note 27 – Information on remuneration | ||
| Index of exhibits - Exhibit 4(a) | ||
| Index of exhibits - Exhibit 4(b) | ||
| Index of exhibits - Exhibit 4(c) | ||
| Index of exhibits - Exhibit 4(d) | ||
| Index of exhibits - Exhibit 4(e) | ||
| Index of exhibits - Exhibit 4(f) | ||
| D Exchange controls | Chapter 12.10 – Additional information - Exchange controls | |
| Note 29 – Details of treasury and other financial risks - Liquidity risk | ||
| E Taxation | Chapter 14.3 – Taxation - Dividend withholding tax | |
| F Dividends and paying agents | Not applicable | |
| G Statements by experts | Not applicable | |
| H Documents on display | Chapter 1 – Introduction - Documents on display | |
| I Subsidiary information | Not applicable | |
| 11 | Quantitative and qualitative disclosure about market risk | |
| A Quantitative information about market risk | Chapter 2 – Forward-looking statements | |
| Note 29 – Details of treasury and other financial risks | ||
| B Qualitative information about market risk | Chapter 2 – Forward-looking statements | |
| Note 29 – Details of treasury and other financial risks | ||
| C Interim periods | Not applicable | |
| D Safe harbor | Chapter 2 – Forward-looking statements | |
| Note 29 – Details of treasury and other financial risks | ||
| E Smaller reporting companies | Not applicable | |
| 12 | Description of securities other than equity securities | |
| A Debt securities | Not applicable | |
| B Warrant and rights | Not applicable | |
| C Other securities | Not applicable | |
| D American depository shares | Chapter 14.4.4 – New York Registry Shares | |
| 13 | Defaults, dividend arrearages and delinquencies | Not applicable |
| 14 | Material modifications to the rights of security holders and use of proceeds | Not applicable |
| 15 | Controls and procedures | |
| A Disclosure controls and procedures | Chapter 13.1.1 – Disclosure controls and procedures | |
| B Management's Annual Report on internal control over financial reporting | Chapter 13.1.2 – Management's annual report on internal control over financial reporting | |
| Chapter 13.1.3 – Attestation report of the registered public accounting firm | ||
| C Attestation report of the registered public accounting firm | Chapter 13.1.3 – Attestation report of the registered public accounting firm | |
| Chapter 13.3 – Independent auditor’s report on internal control over financial reporting | ||
| D Changes in internal control over financial reporting | Chapter 13.1.4 – Changes in internal control over financial reporting | |
| 16A | Audit Committee Financial Expert | Chapter 12.3 – Supervisory Board - Supervisory Board Committees, fifth paragraph |
| 16B | Code of Ethics | Chapter 8.4.4 – Philips General Business Principles (GBP) third paragraph |
| Chapter 12.10 – Additional information - Code of business conduct | ||
| 16C | Principal Accountant Fees and Services | Chapter 11.3 – Report of the Audit Committee |
| Chapter 12.6 – Annual financial statements and external audit | ||
| Note 6 – Income from operations - Audit and audit-related fees | ||
| 16D | Exemptions from the Listing Standards for Audit Committees | Not applicable |
| 16E | Purchases of Equity Securities by the Issuer and Affiliated Purchasers | Chapter 7.10 – Shareholders’ equity - Share repurchase methods for long-term incentive plans and capital reduction purposes |
| Chapter 12.5 – General Meeting of Shareholders - Share capital; issue and repurchase of (rights to) shares | ||
| 16F | Change in Registrant’s Certifying Accountant | Not applicable |
| 16G | Corporate Governance | Chapter 12.10 – Additional information - Significant differences in corporate governance practices |
| 16H | Mine Safety Disclosure | Not applicable |
| 16I | Disclosure regarding Foreign Jurisdictions that prevent inspections | Not applicable |
| 16K | Cybersecurity | Chapter 8.4.7 – Cybersecurity |
| 17 | Financial statements | Not applicable |
| 18 | Financial statements | Chapter 13 – Group financial statements - from 13.4 to 13.9 |
| 19 | Exhibits | Index of exhibits |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.