As filed with the Securities and Exchange Commission on February 21, 202320, 2024

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


Form 20-F


(Mark one)

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 20222023

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report . . . . . . . . . . . . . . . . . . . 

For the transition period from ___________________________ to ___________________________

Commission file number 001-05146-01

KONINKLIJKE PHILIPS NV

(Exact name of Registrant as specified in its charter)

ROYAL PHILIPS

(Translation of Registrant's name into English)

The Netherlands

(Jurisdiction of incorporation or organization)

Philips Center, Amstelplein 2, 1096 BC Amsterdam, The Netherlands

(Address of principal executive offices)

Marnix van Ginneken, Chief ESG & Legal Officer

+31 2059 77232, marnix.van.ginneken@philips.com, Philips Center, Amstelplein 2, 1096 BC Amsterdam, The Netherlands

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Shares - par value PHG New York Stock Exchange
Euro (EUR) 0.20 per share    

Securities registered or to be registered pursuant to Section 12(g) of the Act.

None

(Title of class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

(Title of class)

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.

Class Outstanding at December 31, 20222023
KONINKLIJKE PHILIPS NV 881,480,527906,403,156 shares
Common Shares par value EUR 0.20 per share  

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☒Yes ☐ No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. ☐ Yes ☒ No

Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer," "accelerated filer,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the 
effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.
7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive- based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☐ International Financial Reporting Standards as issued by the International Accounting Standards Board ☒ Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. ☐ Item 17 ☐ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

Contents

1Introduction

This document contains information required for the Annual Report on Form 20-F for the year ended December 31, 20222023 of Koninklijke Philips N.V. (the 20222023 Form 20-F). Reference is made to the Form 20-F cross reference table herein. Only (i) the information in this document that is referenced in the Form 20-F cross reference table, (ii) this introduction and the cautionary statement “forward-looking statements” on the next two pages and (iii) the Exhibits shall be deemed to be filed with the Securities and Exchange Commission for any purpose. Any additional information in this document 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 20222023 Form 20-F and is furnished to the Securities and Exchange Commission for information only.

References to Philips

References to the Company or company, to Philips or the (Philips) Group or group, relate to Koninklijke Philips N.V. and its subsidiaries, as the context requires. Royal Philips refers to Koninklijke Philips N.V.

IFRS based information

The audited consolidated financial statements as of December 31, 20222023 and 2021,2022, and for each of the years in the three-year period ended December 31, 2022,2023, included in the 20222023 Form 20-F have been prepared in accordance with International Financial Reporting Standards (IFRS) as endorsed by the European Union (EU). All standards and interpretations issued by the International Accounting Standards Board (IASB) and the IFRS Interpretations Committee effective 20222023 have been endorsed by the EU; consequently, the accounting policies applied by Philips also comply with IFRS as issued by the IASB. These accounting policies have been applied by group entities. 

Use of non-IFRS information

In presenting and discussing the Philips financial position, operating results and cash flows, management uses certain financial measures that are not measures of financial performance or liquidity under IFRS (‘non-IFRS’). These non-IFRS measures should not be viewed in isolation as alternatives to the equivalent IFRS measure and should be used in conjunction with the most directly comparable IFRS measures. Non-IFRS 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. Reference is made in Reconciliation of non-IFRS information.

Third-party market share data

Statements regarding market share, contained in this document, including those regarding Philips’ competitive position, are based on outside sources such as specialized research institutes, industry and dealer panels in combination with management estimates. Where full year information regarding 20222023 is not yet available to Philips, market share statements may also be based on estimates and projections prepared by management and/or based on outside sources of information. Management's estimates of rankings are based on order intake or sales, depending on the business.

Documents on display

Philips’ SEC filings are publicly available through the SEC’s website at www.sec.gov. The SEC website contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Philips’ internet address is www.philips.com/investor. The contents of any websites referred to herein shall not be considered a part of or incorporated by reference into this document.

For definitions and abbreviations reference is made in Definitions and abbreviations

Due to rounding, amounts may not add up precisely to the totals provided in this report.

2Forward-looking statements

Pursuant to provisions of the United States Private Securities Litigation Reform Act of 1995, Philips is providing the following cautionary statement.

This document, including the information referred to in the Form 20-F cross reference table, 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, in particular, among other statements, certain statements in Item 4 “Information on the Company” with regard to management objectives, market trends, market standing, product volumes, business risks, the statements in Item 5 “Operating and financial review and prospects” with regards to trends in results of operations, margins overall, market trends, risk management, exchange rates, the statements in Item 8 “Financial Information” relating to legal proceedings and goodwill and statements in Item 11 “Quantitative and qualitative disclosure about market risks” relating to risk caused by derivative positions, interest rate fluctuations and other financial exposure are forward-looking in nature. Forward-looking statements can be identified generally as those containing words such as “anticipates”, “assumes”, “believes”, “estimates”, “expects”, “should”, “will”, “will likely result”, “forecast”, “outlook”, “projects”, “may” or similar expressions. 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: Philips’ ability to gain leadership in health informatics in response to developments in the health technology industry; Philips’ ability to transform its business model tokeep pace with the changing health technology solutions and services;environment; macroeconomic and geopolitical changes; integration of acquisitions and their delivery on business plans and value creation expectations; securing and maintaining Philips’ intellectual property rights, and unauthorized use of third-party intellectual property rights; ability to meet expectations with respect to ESG-related matters; failure of products and services to meet quality or security standards, adversely affecting patient safety and customer operations; breach of cybersecurity; challenges in connection with Philips’ strategy to improve executionsimplifying our organization and other business performance initiatives;our ways of working; the resilience of Philips'our supply chain; attracting and retaining personnel; COVID-19 and other pandemics; challenges to drivein driving operational excellence and speed in bringing innovations to market; compliance with regulations and standards including quality, product safety and (cyber) security; compliance with business conduct rules and regulations including privacy and upcoming ESG disclosure and due diligence requirements; treasury and financing risks; tax risks; reliability of internal controls, financial reporting and management process; global inflation.

As a result, Philips’ actual future results may differ materially from the plans, goals and expectations set forth in such forward-looking statements. For a discussion of factors that could cause future results to differ from such forward-looking statements, reference is made to the information in Risk factors.

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 5-6,6-7, 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 20222023 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 20222023 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 column “Page”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).

ItemForm 20-F captionLocation in this document
Part 1  
1Identity of directors, senior management and advisorsNot applicable
2Offer statistics and expected timetableNot applicable
3Key information 
 A [Reserved]Not applicable
   
 B Capitalization and indebtednessNot applicable
   
 C Reason for the offer and use of proceedsNot applicable
   
 D Risk factorsChapter 9.2 – Risk factors
  Chapter 9.3 – Strategic risks
  Chapter 9.4 – Operational risks
  Chapter 9.69.5ComplianceFinancial risks
  Chapter 9.59.6FinancialCompliance risks
4Information on the Company 
 A History and development of the companyChapter 1 – Introduction - Documents on display
  Chapter 6.4 – Our businessesbusiness structure - Our reporting structure in 2022
  Chapter 7.1.27.3 – Results of operations - Discontinued operations
  Chapter 7.1.37.4 – Restructuring and acquisition-related charges
  Chapter 7.1.47.5 – Acquisitions and divestments
  Chapter 7.1.57.6 – Cash flows
  Chapter 12.1 – IntroductionCorporate governance
  Chapter 12.9 – Corporate information
  Chapter 14.3.314.4.3 – 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 OverviewChapter 1 – Introduction - Third-party market share data
  Chapter 6.1 – Our strategic focus 
  Chapter 6.4 – Our businessesbusiness structure
  Chapter 6.5 – Our geographiesgeographic structure
  Chapter 6.6.16.6Integrated Supply Chainchain and procurement
  Chapter 7.1 – Performance review
  Chapter 8.5.38.4.6 – Quality & Regulatory and patient safety
  Note 2 – Information by segment and main country
   
 C Organizational structureChapter 6.4 – Our businessesbusiness structure - Our reporting structure in 2022
  Note 2 – Information by segment and main country
  Note 5 – Interests in entities
  Index of exhibits - Exhibit 8
   
 D Property, plant and equipmentChapter 6.4.46.7Other- Real estateEstate
  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 (decommissioning bullet)(provisions for decommissioning costs)
  Note 24 – Contingencies - Environmental remediation
4AUnresolved staff commentsNot applicable
5Operating and financial review and prospects 
 A Operating resultsChapter 6.4 – Our businessesbusiness structure
  Chapter 6.6.16.6Integrated Supply Chainchain and procurement
  Chapter 7.1 – Performance review
  Chapter 7.1.17.2 – Factors impacting performance
  Chapter 7.1.27.3 – Results of operations
  Chapter 7.1.37.4 – Restructuring and acquisition-related charges
  Chapter 7.1.47.5 – Acquisitions and divestments
  Chapter 7.1.57.6 – Cash flows
  Chapter 7.1.87.9 – Liquidity position
  Chapter 7.1.107.11 – Cash obligations 
  Chapter 8.3.38.2.1 – Climate Action
Chapter 8.2.6 – Sustainable Operations - Carbon Footprint and energy efficiency; 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 resourcesChapter 7.17.3Performance reviewResults of operations - from 7.1.2 to 7.1.10
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 7.1.27.3 – Results of operations - Research and development expenses
   
 D Trend informationChapter 6.6.16.6Integrated Supply Chainchain and procurement
  Chapter 7.1 – Performance review - The year 2022;2023; The year 20212022
  Chapter 7.1.17.2 – Factors impacting performance
Chapter 7.1.12 – Outlook
  Chapter 14.1 – Reconciliation of non-IFRS information
  Chapter 14.2 – Other Key Performance Indicators
   
 E Critical accounting estimatesNot applicable
   
6Directors, senior management and employees 
   
 A Directors and senior managementChapter 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 CompensationChapter 11.2.1 – Letter from the Remuneration Committee Chair
  Chapter 11.2.2 – Remuneration report 20222023
  Chapter 11.2.3 – Remuneration of the Board of Management in 20222023 
  Note 26 – Share-based compensation
  Note 27 – Information on remuneration
   
 C Board practicesChapter 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 20222023 - Main elements of the remuneration policy;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 EmployeesChapter 8.4.68.3.6 – Employment
  Note 6 – Income from operations - Employees
   
 E Share ownershipChapter 11.2.2 – Remuneration report 20222023 - Main elements of the Remuneration Policy
  Chapter 11.2.3 – Remuneration of the Board of Management in 20222023
  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 compensationNot applicable
7Major shareholders and related party transactions 
   
 A Major shareholdersChapter 12.5 – General Meeting of Shareholders - Share capital; issue and repurchase of (rights to) shares (second and third paragraph)paragraphs)
  Chapter 12.7 – Stichting Preferente Aandelen Philips
  Chapter 12.8 – Major shareholders
  Chapter 12.10 – Additional information - Voting Rights (last sentence); Major shareholders as filed with SEC
   
 B Related party transactionsChapter 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 counselNot applicable
   
8Financial information 
   
 A Consolidated statements and other financial informationChapter 7.1.117.12 – Dividend - Dividend policy
  Chapter 13 – Group financial statements - 13.2 (last paragraph); 13.4 to 13.913.10
   
 B Significant changesNote 30 – Subsequent events
   
9The offer and listing 
   
 A Offer and listing detailsChapter 14.3.114.4.1 – Share information
   
 B Plan of distributionNot applicable
   
 C MarketsChapter 14.3.114.4.1 – Share information
   
 D Selling shareholdersNot applicable
   
 E DilutionNot applicable
   
 F Expenses of the issueNot applicable
   
10Additional information 
   
 A Share capitalNot applicable
   
 B Memorandum and articles of associationChapter 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, paragraph 5;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
  Index of exhibits - Exhibit 1; Exhibit 2
   
 C Material contractsChapter 11.2.2 – Remuneration report 20222023 - 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 controlsChapter 12.10 – Additional information- Exchange controls
  Note 29 – Details of treasury and other financial risks - Liquidity risk
   
 E TaxationChapter 7.214.3 – Taxation - Dividend withholding tax
   
 F Dividends and paying agentsNot applicable
   
 G Statements by expertsNot applicable
   
 H Documents on displayChapter 1 – Introduction - Documents on display
   
 I Subsidiary informationNot applicable
   
 J Annual Report to Security HoldersNot applicable
   
11Quantitative and qualitative disclosure about market risk 
   
 A Quantitative information about market riskChapter 2 – Forward-looking statements
  Note 29 – Details of treasury and other financial risks
   
 B Qualitative information about market riskChapter 2 – Forward-looking statements
  Note 29 – Details of treasury and other financial risks
   
 C Interim periodsNot applicable
   
 D Safe harborChapter 2 – Forward-looking statements
  Note 29 – Details of treasury and other financial risks
   
 E Smaller reporting companiesNot applicable
   
12Description of securities other than equity securities 
   
 A Debt securitiesNot applicable
   
 B Warrant and rightsNot applicable
   
 C Other securitiesNot applicable
   
 D American depository sharesChapter 14.3.414.4.4 – New York Registry Shares
   
Part 2  
13Defaults, dividend arrearages and delinquenciesNot applicable
14Material modifications to the rights of security holders and use of proceedsNot applicable
15Controls and procedures 
   
 A Disclosure controls and proceduresChapter 13.1.1 – Disclosure controls and procedures
   
 B Management's Annual Report on internal control over financial reportingChapter 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 firmChapter 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 reportingChapter 13.1.4 – Changes in internal control over financial reporting
   
16AAudit Committee Financial ExpertChapter 12.3 – Supervisory Board - Supervisory Board Committees, fifth paragraph
16BCode of EthicsChapter 9.18.4.4 Our approach to risk management - Philips General Business Principles last(GBP) third paragraph
  Chapter 12.10 – Additional information - Code of business conduct
16CPrincipal Accountant Fees and ServicesChapter 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
16DExemptions from the Listing Standards for Audit CommitteesNot applicable
16EPurchases of Equity Securities by the Issuer and Affiliated PurchasersChapter 7.1.97.10 – 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
16FChange in Registrant’s Certifying AccountantNot applicable
16GCorporate GovernanceChapter 12.10 – Additional information - Significant differences in corporate governance practices
16HMine Safety DisclosureNot applicable
16IDisclosure regarding Foreign Jurisdictions that prevent inspectionsNot applicable
16KCybersecurityChapter 8.4.7 – Cybersecurity
Part 3  
17Financial statementsNot applicable
18Financial statementsChapter 13 – Group financial statements - from 13.4 to 13.9
19ExhibitsIndex of exhibits

4Message from the CEO

Dear Stakeholder,

The challenges of a world in turmoil amplify the sense of urgency I feel to make sure Philips isdelivers on its purpose and becomes an even stronger force for good, so people everywhere can look after their health and well-being and access the care they need, with us focusing on where we can help, from the hospital to the home.

In January 2023, we announced our multi-year plan to create value with sustainable impact. Throughout the year, Philips teams around the world worked relentlessly, in a company withvolatile environment, to deliver on the first phase of that plan, laying a strong market leadership positions, an extensive customer base, strong innovation portfolio, talented employees,foundation for sustained future success.

Our products and a global purpose-driven brand. Yet, asservices reached 1.9 billion people in 2023, including 221 million in underserved communities – taking us closer to our 2022goal of improving 2.5 billion lives per year by 2030, including 400 million in underserved communities.

Our improved operational performance underlines, we are not extractingwas driven by significant progress on the full valuethree pillars of our businesses and have disappointed many stakeholders.

My priority as CEO isplan to address operational challenges, improve performance, and drive progressivecreate value creation through a strategy offor all our stakeholders: 1) focused organic growthgrowth; 2) scalable people- and an innovation model shiftpatient-centric innovation; and 3) focus on execution to increase the impact of patient- and people-centric innovation at scale. Execution will be the key value driver, with three clear priorities around improvingenhance patient safety and quality, creating more reliablestrengthen our supply chain reliability, and resilient supply chains,establish a simplified, agile operating model.

We achieved our raised 2023 outlook with strong sales growth, improved profitability, and simplifyingstrong cash flow, despite the way weuncertainties brought about by an increasingly turbulent geopolitical environment. While the order book remains strong in absolute terms, order intake was down, for which the necessary improvement actions are under way. There is still a lot of work so we are more agile and competitive.

Addressing priority challenges – improved execution as key value driver

Our first priority is to rebuild Philips’ reputation around patient safety and quality. The recall of specific Respironics sleep therapy devices and ventilators let down the patients who depended on them, and the doctors caring for those patients. We apologize deeply for that and are working hard to restore trust with all stakeholders. By year-end, following the substantial ramp-up of capacity, Philips Respironics had completed around 90% of the production required for the delivery of replacement devices to patients.

In consultation with regulators around the world, we have also been conducting a comprehensive test and research program to better understand the potential health risks associated with the use of affected devices. I am very conscious that 18 months is long, but this work had to be done, thoroughly.but 2023 represents a good start, and it reinforces our confidence in delivering on our three-year plan.

Patient safety and quality

Resolving the consequences of the Respironics recall for our patients and customers is a key focus area, and I am encouraged by the test resultsapologize for the first-generation DreamStation devices, that account fordistress caused. Globally, over two thirds99% of the registered affected devices:sleep therapy device registrations that are complete and actionable have been remediated, while the prevalence of visible foam degradation is low, and the emissionremediation of the detected volatile organic compounds and particulates are within the applicable safety limits and not expected to result in appreciable harm to health in patients.ventilator devices remains ongoing.

We are fully committed to completingcomplying with the terms of the consent decree agreed with the US Department of Justice (DOJ), representing the US Food and Drug Administration (FDA), which primarily focuses on Philips Respironics recallin the US. The proposed consent decree will provide Philips Respironics with a roadmap of defined actions, milestones, and testing program in 2023. Wedeliverables to demonstrate compliance with regulatory requirements and to restore the business. Further details will also implementbecome available once the consent decree has been finalized and submitted to the relevant US court for approval.

As well as implementing all measures agreed with the US Food & Drug Administration (FDA)FDA and US Department of Justice, including a consent decree, andDOJ in connection with the Respironics recall, we will continue to rebuild tiesrelations with the FDA and other national regulators. We have putIn October, Philips Respironics received preliminary court approval for the leadershipclass action settlement that would resolve all or nearly all private economic loss claims in the US related to the recall. The settlement does not include or constitute any admission of liability, wrongdoing, or fault by any of the Philips parties. The previously disclosed litigation, including the personal injury and end-to-end organization in placemedical monitoring claims, and have invested significantly in doing so. Acrossinvestigation by the company, we have assignedDOJ related to the highest priority to making the necessary step-up inRespironics recall are ongoing.

Driving progress on priorities

With patient safety and quality managementthe number one priority, oversight now resides at Executive Committee level, and we have elevated leadershipa new organization in place, with stronger processes and more effective early warning systems in the businesses. We are pro-actively addressing quality improvements and first-time-right design. One of the most inspiring events of the year took place in October – a company-wide Timeout for Patient Safety and Quality. All 70,000 employees came together in their teams to discuss how we are moving forward on patient safety and quality, and how to Executive Committee level.take it further.

An integral aspect of quality is the abilityIn our drive to deliver and install equipment on time and to the required specifications. To this end, we are taking decisive action to make our supply chaincreate more reliable and predictable, by securing near-termresilient supply redesigningchains, we have significantly reduced our high-risk components and pruning our portfolio,inventories, and moving fromthe actions we have taken continued to have a ‘one size fits all’positive impact on our sales and service levels. We continue to strengthen further through regionalization of the supply chain structurebase and manufacturing capability to better respond to local requirements with a more agile, tailoredshorter value chain model per business, with dedicated and upgraded domain expertise. This will secure more deliveries, drive faster order-book conversion and build down inventory.chain.

We are also simplifyingstarted the way we workshift to drive accountability and agility, with the aim of unlocking significant productivity and margin gains. This simplificationour new, simplified operating model – with end-to-end businesses with single accountability and more focused targets, supported by a much leaner enterprise layer, strong regions and a reinvigorated impact culture – and completed the realignment of workforce roles and reporting lines. This included the difficult but necessary reduction of approximately 8,000 roles to date, out of the planned reduction of 10,000 roles by 2025.

Reflecting our changing culture of patient-people- and people-centricity,patient-centricity, accountability and impact, our Executive Committee was strengthened with the arrival of four new members in 2023, each bringing valuable experience and skills to the work of our leadership team. We also welcome the decision by Exor to take a 15% minority stake in our company – a sign of confidence in our plan, our people, and our future. And we marked the 100th anniversary of Philips in China, a remarkable achievement. 

The opportunity to deliver better care for more people

Today, millions of people around the world have little or no access to basic healthcare, and climate change is impacting both environmental and human health. Healthcare is simply not working as it needs to. There are not enough doctors and nurses to address the growing demand for care. In parallel, rising costs are stretching financial budgets to the limit.

That’s why we are advocating for systemic change, driven by all ecosystem players, that addresses technology, clinical practice, financing and regulation as a whole. Change that delivers better, more productive healthcare that works for everyone. Without this change, communities all around the world will increasingly face challenges to get the care they need.

Focusing our efforts on where we can make a difference, we want to help more healthcare providers help more patients, in a sustainable way, and empower more people to take care of their health and well-being – by applying our combined capabilities in innovation, impactdesign and clear accountability –sustainability.

There is a primary enablerlot of work to drive flawless execution.be done, but we see the potential for a future where health systems run smoothly, efficiently and sustainably, with doctors and nurses seeing the patient at the right time and at the right point of care. Where they can be confident that the right choice is also the easy choice, with simpler workflows enabling them to give patients the best care and best experience.

The set of measures we have taken includesWith real-time and predictive insights supporting collaboration across the very difficult, yet necessary decisions announcedpatient journey. And AI being used in October 2022a responsible manner to optimize workflows and January 2023improve efficiency, so that clinical staff get the time and space to reduce our workforce by 4,000 employeesfocus on what matters and then a further 6,000 respectively, as we drive a major step-up in productivity. We will strive to implement these reductions with due respectwhat they do best: caring for every employee affected and in line with all local rules and regulations.their patients.

We believesee a future where it is also easier for people everywhere to look after their health and well-being. For example, with solutions helping more parents and babies in the first 1,000 days and supporting the connection between good oral care and good overall health.

Recognizing that together, these measureshuman health and environmental health go hand in hand, we are collaborating with our customers and suppliers to decarbonize healthcare and so create a more sustainable and resilient industry.

Looking ahead

While realistic about the challenging economic environment, geopolitical risks, and uncertainties around ongoing litigation, I am confident we will help us establish the culture, capabilities and infrastructure neededcontinue to consistently execute and deliver as a reliable patient- and people-centric health technology company.

Focused organic growth in Diagnosis & Treatment, Connected Care and Personal Health

As well as restoringon our reputation as a responsible patient- and people-centric innovation leader in health technology, we urgently need to get back on coursemulti-year plan to create value with sustainable impact. To do this, we will drive organic growth through scaleimpact – helping consumers lead healthy lives and leadership:

We will leverage our distinctive market positions, especially our strong presence in North America and many international markets, while further localizing to support our leadership position in China.

Patient- and people-centric innovation at scale

We will continue to invest significantly in innovation, but are making a number of important changes to increase the impact of our patient- and people-driven innovation. Focusing our resources on fewer, better-resourced and more impactful projects, we will concentrate a higher proportion of our R&D resources in the businesses to ensure that innovation is done closer to our customers. We will scale and accelerate innovations, driven by the business and supported by rightsized corporate research, with patient safety, quality and sustainability at the core of innovation design. The technological and business model innovation that Philips brings to healthcare across care settings – often as part of long-term partnerships – is critical, making care delivery more convenient and sustainable.

2022 performance

Looking back on last year, sales increased nominally to EUR 17.8 billion, while several factors weighed down on profitability. Performance was impacted by our efforts to mitigate supply chain and inflationary pressures and the revenue and cost consequences of the Philips Respironics sleep recall, whilst at the same time dealing with global challenges such as the COVID situation in China, volatile demand and supply, and the war in Ukraine. As we worked through the operational challenges, we progressedsustainable way. Based on our ongoing actions to enhance execution priorities in the fourth quarter and saw initial signs of improvement.

I find it greatly encouraging that, despite our recent difficulties, Philips’ purpose, strategy and solutions resonate strongly with customers, as evidenced by the around 100 long-term strategic partnerships we entered into with hospitals and health systems around the world in 2022, and by the continued strength of our order book.

Delivering on our ESG commitments

Environmental, Social & Governance (ESG) are three key dimensions defining our approach to doing business responsibly and sustainably. In 2022, we reached 1.81 billion people with our products and services, including 202 million in underserved communities taking us a step closer to our goal of improving 2 billion lives per year by 2025, including 300 million in underserved communities.

We continued to work hard to deliver on our other key ESG commitments. For example, our updated carbon reduction targets were approved by the Science Based Targets initiative (SBTi), and we were included in CDP’s climate action ‘A-List’ for the 10th year in a row. We see increasing momentum within the healthcare industry and on the part of our customers to reduce their environmental impact, and we are well placed – with innovations such as our BlueSeal magnet for helium-free-for-life MR and our Circular portfolio – to support that trend and help create a sustainable infrastructure for the future of healthcare.

Looking ahead

We remain cautious in light of the subdued economic outlook for the year, staffing and inflationary pressures facing our customers, geopolitical risks, supply and demand volatility, and uncertainties around ongoing consent decree negotiations, litigation and Department of Justice investigations. Nevertheless, we expect that, by prioritizingdriving patient safety and quality, tightening our focus on innovationincreasing supply chain reliability, and strengthening our category leadership areas, while at the same time improving execution and taking a disciplined approach to capital,further simplifying how we will be able to progressively create value with sustainable impact. work – we expect further performance improvement in 2024.

Against this background, and reflecting the importance we attach to dividend stability, we propose to maintain the dividend at EUR 0.85 per share, to be distributed fully in shares.

On behalf of the Executive Committee, I would like to acknowledge, once again, that 2022 has been very disappointing and we carry accountability for the plan to bring Philips back to where it belongs. I want to thank our consumers, our customers and their patients, for their understanding – and our suppliers and ecosystem partners for their support, – over this past year.and the Supervisory Board for their support and guidance. I appreciatealso want to express my deep gratitude to our employees' hard workemployees for their dedication to improving people’s lives and willingnessour company’s performance, and to embrace change and drive performance improvement. And I wish to thank our shareholders and other stakeholders for their continued support in these challenging times.support.

As I am honored to have been tasked with leading our company and am heartened by the support I have encountered from our employees and customers, investors and other stakeholders.look ahead, I am realistic about the challenges we face, butoptimistic about building on the momentum we have full confidence increated, and excited about delivering on our planpurpose – for the benefit of actionpatients, customers and am firm in my resolve to lead Philips back to a position of strength in aconsumers the world that needs meaningful innovation.over.

Roy Jakobs
Chief Executive Officer

5Board of Management and Executive Committee

Royal Philips has a two-tier board structure consisting of a Board of Management and a Supervisory Board, each of which is accountable to the General Meeting of Shareholders for the fulfillment of its respective duties. The Board of Management is entrusted with the management of the company. The other members of the Executive Committee have been appointed to support the Board of Management in the fulfilment of its managerial duties. Please also refer to Board of Management and Executive Committee within the chapter Corporate governance.

Members of the Board of Management

Roy Jakobs
Born 1974, Dutch and German
Chief Executive Officer (CEO)
Chairman of the Board of Management and the Executive Committee (since October 20222022)

Roy Jakobs joined Philips in 2010 and has held various global leadership positions across the company, starting as Chief Marketing & Strategy Officer for Philips Lighting. In 2012, he became Market Leader for Philips Middle East & Turkey, leading the Healthcare, Consumer, and Lighting businesses out of Dubai. Subsequently, he became Business Leader of Domestic Appliances, based in Shanghai, in 2015. In 2018, Roy joined the Executive Committee as Chief Business Leader of the Personal Health businesses and in early 2020 he started as Chief Business Leader of Connected Care. Prior to his career at Philips, he held various management positions at Royal Dutch Shell and Reed Elsevier.

Abhijit Bhattacharya

Born 1961, Indian

Executive Vice President
Member of the Board of Management (since December 20152015)
Chief Financial Officer

Abhijit Bhattacharya first joined Philips in 1987 and has held multiple senior leadership positions across various businesses and functions in Europe, Asia Pacific and the US. Between 2010 – 2014, he was the Head of Investor Relations of Philips, and subsequently, CFO of Philips Healthcare, Philips’ largest sector at the time. Prior to 2010, Abhijit was Head of Operations & Quality at ST-Ericsson, the joint venture of ST Microelectronics and Ericsson, and he was CFO of NXP’s largest business group. 

Marnix van Ginneken

Born 1973, Dutch

Executive Vice President
Member of the Board of Management (since November 20172017)
Chief ESG & Legal Officer

Marnix van Ginneken joined Philips in 2007 and became Head of Group Legal in 2010. In 2014, Marnix became Chief Legal Officer of Royal Philips and Member of the Executive Committee. In 2017 he was appointed to the Board of Management. He is responsible for ESG/Sustainability,driving ESG efforts across the company, including Sustainability. He is also responsible for Legal, Intellectual Property & Standards and Government & Public affairs. Since January 1, 2024 he is Chairman of the Board of the Philips Foundation. In 2011, he is alsowas appointed Professor of International Corporate Governance at the Erasmus School of Law in Rotterdam. Before joining Philips, Marnix worked for Akzo Nobel and as an attorney in a private practice.

Other members of the Executive Committee

as of December 31, 2022
Willem Appelo
Born 1964, Dutch
Executive Vice President
Chief Operations Officer
Andy Ho
Born 1961, Chinese/Canadian
Executive Vice President
Chief Market Leader of Philips Greater China
Deeptha Khanna
Born 1976, Singaporean
Executive Vice President
Chief Business Leader Personal Health
Bert van Meurs
Born 1961, Dutch
Executive Vice President
Chief Business Leader Image Guided Therapy and jointlyChief Business Leader Precision Diagnosis (a.i.), responsible for Diagnosis & Treatment
Edwin Paalvast
Born 1963, Dutch
Executive Vice President
Chief Market Leader of International MarketsRegion
Shez Partovi
Born 1967, Canadian
Executive Vice President
Chief Innovation & Strategy Officer
Vitor Rocha Jeff DiLullo
Born 1969, Brazilian/American
Executive Vice President
Chief Market Leader of Philips North America
Daniela SeabrookHeidi Sichien
Born 1973, Swiss1974, Belgian
Executive Vice President
Chief Human ResourcesPeople Officer
Kees WesdorpSteve C de Baca
Born 1976, Dutch1968, American
Executive Vice President
Chief Patient Safety and Quality Officer
Julia Strandberg
Born 1974, American
Executive Vice President
Chief Business Leader Precision Diagnosis and jointly responsible for Diagnosis & Treatment
Connected Care

This page reflects the composition of the Executive Committee as per December 31, 2022. As announced on December 8, 2022, Kees Wesdorp left the company on January 1, 2023, with Bert van Meurs (Chief Business Leader for the Image Guided Therapy businesses) temporarily expanding his role to include the leadership of the Precision Diagnosis businesses. As announced on January 30, 2023, Steve C. de Baca and Jeff DiLullo joined the Executive Committee, effective February 6, 2023, as Chief Patient Safety & Quality Officer and Chief Market Leader of Philips North America, respectively. As such, Mr DiLullo succeeds Vitor Rocha, who left the company effective as per the same date. Philips expects to announce new leaders for its Connected Care businesses (which was the responsibility of Roy Jakobs until his appointment as CEO) as well as for its Precision Diagnosis businesses, in 2023. For a current overview of the Executive Committee members, see also https://www.philips.com/a-w/about/executive-committee.html

6Strategy and Businesses

6.1Our strategic focus

A strategy of focused organic growth, founded on clear choices in business and innovation, and improved execution

OverToday, most healthcare systems are struggling to keep up with the past 10 years, Philips has undergone a transformation to reshape its portfolio and become a focused health technology company. As a result, we are active in highly attractive segments that offer significant potential for growth and margin expansion.

These markets are attractive due to the underlying growth of demand for access to healthcare from an aging and growing population. This in turn fuels theever-rising need for, meaningful innovation to address the risingand cost of, healthcare, spending andwhile systemic staff shortages and makefinancial resource constraints increase the pressure. Climate change is impacting both environmental and human health, compounding the stress on our healthcare more efficientsystems and productive, while driving better outcomes.

influencing consumer behavior. At Philips, we view the provision and collection of data from patient monitors, imaging devices, and Electronic Medical Records as the foundation upon which Artificial Intelligence (AI) propositions can be built to turn clinical data into actionable insights for patients, providers, and consumers. In addition to providing clinical insights, the same system, informatics and service solutions also provide improved operational forecasting – something our customers have been requesting since COVID-19 to help them improve productivity.

When we perform all of the above for a particular health condition, such as cardiac disease, we establish domain expertise across various sites of care for that disease state. Our healthcare customers are asking for integrated innovations that enable them to care for patientstime, in both in the hospital and in outpatient settings. In parallel we continue to provide impactful consumer health propositions

Creating value with sustainable impact

2022 was a difficult year for Philips as its business and financial performance suffered due to challenges in execution, quality and supply, and a complex operating model. Going forward, Philips will address these operational challenges, improve performance, and drive progressive value creation through a strategy of a) focused organic growth, b) scalable patient- and people-centric innovation, and c) focus on reliable execution, prioritizing patient safety and quality, supply chain reliability, and a simplified operating model. All supported by a reinvigorated culture of accountability, empowerment and strengthened health technology talent and capabilities.

Focused organic growth

Having transformed to become a health technology company in recent years, we will now focus on extracting the full value of our strong portfolio with leading positions.

We will focus investments to accelerate growth and margin expansion in areas – Image Guided Therapy, Ultrasound, Monitoring, and Personal Health – where we have strong #1 or #2 positions. In 2022, approximately 70% of our sales were generated by businesses with such leadership positions in the hospital and the home. We will also scalehome, emerging technologies and AI are affecting our new Enterprise Informatics business, drive margin improvement in Diagnostic Imaging, and restore Sleep & Respiratory Care.lives like never before.

Scalable patient- and people-centric innovation

Philips’At Philips, our purpose is to improve people’s health and well-being through meaningful innovation. As such, we see huge opportunities to make a difference through innovation, design, and sustainability is at the centerpartnering with our healthcare customers to increase productivity and deliver better care for more people through our innovation platforms of everything we do. This core principle has never beenmonitoring, imaging, interventional and enterprise informatics. And empowering more relevant than it is in these challenging times. people to take care of their health and well-being through our personal health propositions.

Our plan to create value with sustainable impact 

As a leading health technology company, we believe that – viewedPhilips is committed to driving progressive value creation through the lensa strategy of customer needs –focused organic growth, scalable patient- and people-centric innovation, can improve people’s health and healthcare outcomes, as well as makingfocus on reliable execution.

Philips has significant strengths to build on. We have a portfolio of patient- and people-centric innovations in hardware, software, AI and services, supporting care more convenient and sustainable, both in the hospital and at home.

Given our global presence, strong enterprise informatics platforms, (ambulatory) monitoring and imaging data, as well as our capabilities to support care across settings, we believe Philips is well positioned to do this, and – leveraging our strong clinical, consumer and Environmental, Social & Governance (ESG) franchise, and our strong brand – do it in a convenient and sustainable way.

In the consumer domain, we develop innovative solutions that support healthier lifestyles, prevent disease, and help people to live well with chronic illness, also in the home and community settings.

In clinics and hospitals,home. And we are teaming up with healthcare providers to innovatethe preferred strategic and transforminnovation partner for many customers across the way care is delivered. globe.

A strategy of focused growth

We listen closely tooperate in growing market segments, where attractive margins provide a foundation for sustainable value creation. To deliver on our customers’ needs and togetherstrategy, we co-create solutions that help our customers improve outcomes, patient and staff experience and productivity.make clear portfolio choices. We are embedding AIconcentrating our resources on areas where we have strong positions and data science in our propositionscan accelerate growth and expand margins more quicklyfor instance, applying the power of predictive data analyticsImage Guided Therapy, Monitoring, Ultrasound, and artificial intelligence at the point of care – to leverage the value of data in the clinical and operational domains, aiding clinical decision making and improving the quality and efficiency of healthcare services. Increasingly, we are working together with our health systems customers in novel business models, including outcome-oriented payment models, that align their interests and ours in long-term partnerships.

Going forward,Personal Health. In doing so, we will focus our innovation on where we see customer needs evolving. To improve outcomes, we willto support clinical workflows in areas where we have domain leadership, e.g.such as cardiology, and that build on our deep strength in the ICU. ToIntensive Care Unit (ICU) and Cath Lab.

In Diagnostic Imaging, our goal is to help healthcare providers who need to do more with less. We will do so by leveraging our differentiating, AI-enabled innovations to increase their imaging workflow productivity, departmental efficiency and financial sustainability and, by doing so, improve our margins and drive uptake of our services supporting care pathways.

We help our customers to unlock actionable insights from pools of medical imaging data, vital signs (patient monitoring) data and insights generated with the support of artificial intelligence (AI) to optimize care delivery across the patient journey. With the scaling of our end-to-end multi-vendor Enterprise Informatics business, we aim to grow our platforms such as radiology, pathology and remote care delivery across health systems and care settings, while building long-term customer relationships, generating recurring revenue and enabling the hardware business to maintain a competitive advantage.

Additionally, we remain committed to rebuilding our position in Sleep & Respiratory Care while continuing to resolve the effects of the Respironics recall.

Scalable patient- and people-centric innovation

At Philips, we’ve been innovating to improve lives for over 130 years. People’s needs are at the very heart of how we innovate and design for sustainable impact with a system having‘safety and quality first’ mindset.

Innovation is our core strength and will continue to contend with high patient volumes, staff shortagesbe our core differentiator. Recent industry trends have accelerated the adoption of technology within healthcare. We are embracing these trends and rising costs, we will enhance care pathways and operational workflows through integrated technology infrastructure, and we will leverageshifting our (enterprise) informatics and hardware innovation to lower costsa more patient- and reduce the burden on staff. To improve the delivery of care outside the hospital,people-centric model closer to our customers. This starts with asking: What do people – in our case, patients and clinicians, nurses and technicians, consumers – really need? And how can we will utilize our consumer/home experience and our strength in data and informatics to connect andbest support care for patients,healthcare professionals with better outcomes, across settings.their workflow?

In doing so, we will leverage leading technologies across our portfolio. To name just a handful, by way of example: our Ingenia Ambition MR system with BlueSeal magnet that offers helium-free-for-life operation; our Azurion suite of interventional cardiology solutions; our IntelliVue MX750 and MX850 patient monitors and MCOT ambulatory cardiac ePatch offering comprehensive monitoring capabilities across sites of care; and our multi-vendor, multi-modality, multi-site Radiology Operations Command Center virtualized imaging solution.

While we continue to invest significantly in innovation, we are making a number of important changes to increase the impact of our patient- and people-driven innovation and generate better returns. Moving forward, we will focus our resources on a smaller number of projects and products with greater potential for impact. We will scale and accelerate innovations, driven by the business and supported by rightsized Group research, with patient safety, quality and sustainability at the core of design. By bringing our central innovation activities into the heart of the businesses, we are bringingfocusing our systemefforts and software innovation closerresources on fewer projects offering greater scale and impact on patient outcomes and care providers’ clinical, operational and sustainability challenges. We do this by balancing new, breakthrough innovations and continuous optimized lifecycle management, through upgrades and services, of Philips products and systems already deployed in care settings. We bring together expertise across the product lifecycle, from research through serviceability, to ensure our customers.innovations drive maximum impact for our customers and consumers – delivering a superior experience and value, with minimum environmental impact.

Focus on improved

Execution as the value driver

Enabled by a culture of patient- and people-centricity, accountability and impact, supported by strong health technology capabilities, we see effective execution

The as the key value driver of our plan and a key driver for change. We are focusing on:

First, patient safety and quality: putting thisquality is at the heart of (business) innovation,everything we do. We have stepped up accountability for patient safety and quality, for example, by elevating oversight to the function to Executive Committee level, and embedding itcreating a new organization, with stronger processes and more effective early warning systems in our culture, e.g. bythe businesses, as well as giving all employees dedicated patient safety and quality objectives;

  • objectives. We are investing in systems, capabilities and training to facilitate identification of potential patient safety or quality issues. And we are taking the learnings from the Respironics recall to improve our ability to correctly assess patient safety and provide quality of the highest standard across Philips and in delivery to patients, customers and consumers.

    Second, we are re-shaping our supply chain reliability: movingset-up so we can ensure reliable delivery of products and services and deliver our order book. We have moved away from being organized around central functions to a centralized ‘one size fits all’structure where we align procurement and supply chain to our businesses. A more regionalized structure combined with dual sourcing that can work effectively even when volatile conditions emerge in different parts of the world. We are pruning our product portfolio, which includes a long tail of smaller product lines and older generations of our products. We also have a dedicated team redesigning products and components to aincrease our resilience to more volatile demand.

    Finally, we are implementing our simplified operating model to enable us to better serve patients, customers and consumers, as well as ensuring that our cost of organization remains competitive in an inflationary and cost-driven environment, and that we are more agile dedicated end-to-end set-up per business,in responding to changes in the market. Prime accountability has been assigned to the businesses, supported by lean Functions and pruning and redesigning products;

  • a simplified operating model: end-to-end businesses with single accountability working in a leaner, more agile way,Regions following tailored models, all guided by patient-fewer KPIs and people-centricitymore focused targets. 

    Driving impact for people and accountable leadershipplanet

    Building on our strong heritage in environmental sustainability and social impact, we have operationalized our purpose by adopting a fully integrated approach to doing business responsibly and sustainably. We are partnering with empowered teams.stakeholders to drive environmental, social and governance (ESG) priorities and make a global impact. For example:

    • We aim to improve the lives of 2.5 billion people a year, including 400 million in underserved communities, by 2030
    • We will continue to operate carbon-neutrally and are partnering with customers and suppliers on reducing emissions across the full value chain in line with science-based targets
    • We aim to increase circular revenues from 15% of sales in 2020 to 25% of sales by 2025

    Our ambitionDelivering on our plan

    With our global reach, market leadership positions, deep clinical and technological insights, and customer-centric, patient- and people-focused innovation, capability, we believe Philips is well placedpositioned to create further value inhelp deliver real change across healthcare. Fueled by our purpose and supported by a changingreinvigorated culture of accountability and empowerment, as well as strengthened health and care world.

    Wetechnology capabilities, we aim to improve the lives of 2 billion people a year by 2025, including 300 million in underserved communities, rising to 2.5 billion and 400 million respectively by 2030. This is one of the comprehensive set of commitments we have deployed across all the Environmental, Social and Governance (ESG) dimensions that help guide the execution of our strategy and support our contribution to UN Sustainable Development Goals 3 (Ensure healthy lives and promote well-being for all at all ages), 12 (Ensure sustainable consumption and production patterns) and 13 (Take urgent action to combat climate change and its impacts).

    We strive to deliver superior, long-termprogressively create value to patients, customers, consumers and shareholders, while acting responsibly towards our planet and society, in partnership with our stakeholders. We believe that, executed with rigor, discipline and quality, the strategic imperatives outlined above, in combination with a relentless focus on execution, will put us back on track for a future of progressive value creation with sustainable impact.

  • 6.2How we create value with sustainable impact

    BasedThe overview below is based on the International Integrated Reporting Council framework we useand includes resource inputs, value outcomes and societal impact across various resources to create value with sustainable impact for our stakeholders.financial and Environmental, Social and Governance (ESG) dimensions.

    Resource inputs

    Human

    • Employees 77,233,69,656, 120-plus nationalities, 39% female
    • Philips University 1,344,956Training 3,670,963 courses, 1,880,4162,987,260 hours, 1,009,4593,578,199 training completions
    • 32,74230,558 employees in growthGrowth geographies
    • Focus on Inclusion & Diversity

    Intellectual

    • Invested in R&D EUR 2.11.9 billion (Green(Green/EcoDesigned Innovation EUR 168142 million)
    • Employees in R&D 11,69010,833

    Financial

    • Equity EUR 13.312.1 billion
    • Net debt*) EUR 7.05.8 billion

    Manufacturing

    • Employees in production 39,74235,281
    • Industrial sites 23, cost of materials used EUR 4.34.6 billion
    • Total assets EUR 3129 billion
    • Capital expenditures on property, plant and equipment EUR 444345 million

    Natural

    • Energy used in manufacturing 338.1 gigawatt322,532 megawatt hours
    • Water used 677,632661,076 m3
    • 'Closing the loop' on all our professional medical equipment by 2025

    Social

    • Philips Foundation
    • Stakeholder engagement
    • Volunteering policy

    Value outcomes

    Human

    • Employee Engagement Index 77%73% favorable
    • Sales per employee EUR 230,817260,840
    • Safety 172 Total Recordable Cases

    Intellectual

    • New patent filings 920795
    • Royalties EUR 419.0434.2 million
    • 171160 design awards for the Philips brand

    Financial

    • Comparable sales growth*) (2.8)%6.0%
    • Adjusted EBITA*) as a % of sales 7.4%10.6%
    • Free cash flow*) EUR (961)1,582 million

    Manufacturing

    • EUR 12.112.4 billion revenues from goods sold

    Natural

    • 71.7%70.5% Green/EcoDesigned Revenues
    • 18%20.0% revenues from circular propositions
    • Net CO2 emissions from own operations down to zero kilotonnes
    • 62,000107,000 tonnes (estimated) materialsfrom products, parts and packaging used to put products on the market
    • Waste 22,80219,375 tonnes, of which 91% repurposedrecirculated

    Social

    • Brand value USD 12.811.2 billion (Interbrand)
    • Partnerships with UNICEF, Red Cross, Amref and Ashoka

    Societal impact

    Human

    • Employee benefit expenses EUR 6,9526,903 million, all staff paid at least a Living Wage
    • Appointed 71%81% of our senior positions from internal sources
    • 30%31% of Leadership positions held by women

    Intellectual

    • Around 55%48% of revenues from new products and solutions introduced in the last three years
    • Approximately 70% of sales from leadership positions

    Financial

    • Market capitalization EUR 1219 billion at year-end
    • Long-term credit rating A-BBB+1, Baa12, BBB+3**) 
    • Dividend EUR 741749 million

    Manufacturing

    • 100% electricity from renewable sources

    Natural

    • Environmental impact of Philips operations up to EUR 128261 million
    • All 23/23 industrial sites 'Zero Waste to Landfill' at year-end 20222023
    • Updated CO2 reductions approved by the Science Based Targets initiative

    Social

    • 1.811.88 billion Lives Improved, of which 202221 million in underserved communities (including 2.21.4 million via Philips Foundation)
    • 459,000723,000 employees impacted at suppliers participating in the 'Beyond Auditing' program
    • Total tax contribution EUR 3,4693,051 million (taxes paid/withheld)
    • Income tax benefit EUR 113 million; the effectiveCorporate income tax rate is 6.5%paid EUR 152 million
    *)Non-IFRS financial measure. For the definition and reconciliation of the most directly comparable IFRS measure, refer to Reconciliation of non-IFRS information.
    **)1 Fitch, 2 Moody's, 3 Standards & Poor's

    6.3Double Materiality analysisAssessment

    We identify the Environ­mental, Social and Governance topics which we believe have the greatest impact on our business and the greatest level of concern to stakeholders along our value chain, for instance patient safety and quality. We do this through a multi-stakeholder process. Please refer to Working with stakeholders and advocacy for more information. Assessing these topics enables us to prioritize and focus upon the most material topics and effectively address these in our policies, programs, targets and targets.actions. We do this with reference to the GRI standard and identify and assess impacts on an ongoing basis, for example through discussions with our customers, suppliers, investors, employees, peer companies, social partners, regulators, NGOs, and academics. We also conduct a benchmark exercise, carry out trend analysis and run media searches to provide input for our materiality analysis. GRI has not yet published a sector standard for the healthcare industry. Philips’ impact on society at large is covered through our Lives Improved metric and the Environmental Profit & Loss account, as well as a number of other KPIs addressed in Environmental, Social and Governance. The result of our impact materiality assessment you will find below.

    Drawing or illustrationDrawing or illustration

    Similar to 2021,2022, we used an evidence-based approach to materiality analysis,assessment, powered by a third-party AI-based application. The application allows automated sifting and analysis of millions of data points from publicly available sources, including corporate reports, mandatory regulations and voluntary initiatives, as well as news. In our 2022 materiality analysis, we identified a list of topics that are material to our businesses. With this data-driven approach to materiality analysisassessment we have incorporated a wider range of data and stakeholders than was ever possible before and managed to get an evidence-based perspective on regulatory, strategic and reputational risks and opportunities. Topics were prioritized through a survey sent to a large and diverse set of internal and external stakeholders, combined with input from the application.

    Public health risks emerged as a new material topic in 2020, as a result of the COVID-19 pandemic, and it was assessed as a material topic in 2022 as well.

    Changes in 20222023

    On theboth external and internal importance axis, the most significant increases compared to 20212022 were Sustainable value creation, Geopolitical events, ResponsibleWaste management and Resilient Supply Chains, TalentSocial inclusion & development, and Energy efficiency.engagement. Innovation & research went down on both axes. On the internal importance axis, there werewas a significant increasesdecrease on Pollution, Governance, Access to (quality and affordable) care, Competition & market access, and Talent & development.Pollution.

    Double materiality

    After completing the regular impact materiality analysis,assessment, we completed a preliminary 'double materiality' analysis,assessment, in preparation for the upcoming requirements of the EU Corporate Sustainability Reporting Directive (CSRD). The double materiality analysisassessment addresses both financial materiality (the impact of society on Philips) as well as impact materiality (the impact of Philips on society): we only included the high and medium material topics listed above.from impact materiality and/or financial materiality. The data sources used for the financial materiality include corporate reports, mandatory regulations with sanctions, voluntary initiatives by e.g. central banks, and Sustainability Accounting Standards Board (SASB) accounting metrics. For impact materiality, we included sustainability data from corporate reports or sustainability reports, coverage in the news and voluntary initiatives and regulation. We calibrated the financial and impact materiality with a team of internal experts from Enterprise Risk Management, Group Control, Internal Audit, Insurance and Risk Management and Sustainability and aligned with our Enterprise Risk Management assessment. After this calibration the financial impact of Product responsibility & safety, Geopolitical events, and Big data, AI & Cybersecurity were increased. The results of the double materiality analysis are depicted below. 

    Drawing or illustrationDrawing or illustration

    From the financial materiality analysis,assessment, the topics that ranked highest were: (1) from the environmental topics, Circular economy, and Climate change; (2) from the social topics, Fair & inclusive workplace, Employee well-being, healthProduct responsibility & safety, and Responsible & resilient supply chains;(2) Geopolitical events, and (3) from the governance topics,Big data, AI & Cybersecurity, as well as Business ethics & General Business Principles, Big data & privacy, and Product responsibility & safety.business principles.

    From the impact materiality analysis,assessment, the topics that ranked the highest were: (1) from the environmentalEnvironmental topics, Climate change, and Energy efficiency; (2) from the socialSocial topics, Public health risks and Employee well-being, health & safety, and FairAccess to (quality & inclusive workplace;affordable) care; and (3) from the governanceGovernance topics, Big data, AI & privacyCybersecurity, and InnovationCompetition & research.market access. These topics are all covered in more detail in the Annual Report 20222023 and monitored regularly. 

    The outcome of the double materiality assessment did not result in any significant changes in the material topics identified.identified from impact materiality.

    The results of our materiality assessment have been reviewed and approved by the Philips ESG CommitteeBoard of Management and will be used to prepare for the upcoming EU legislation.

    6.4Our businessesbusiness structure

    Our reporting structure in 2022

    Koninklijke Philips N.V. (Royal Philips) is the parent company of the Philips Group. In 2022,As announced on January 30, 2023, Philips has changed its operating model to end-to-end businesses with single accountability in order to make the reportablecompany more agile in its drive to create value with sustainable impact. The segments were Diagnosis & Treatment, businesses, Connected Care businesses, and Personal Health businesses,are each having been responsible for the management of itstheir business worldwide.activity worldwide, and are made up of the six businesses shown below. Additionally, Royal Philips identifies the segment Other.

     Drawing or illustrationDrawing or illustration

    Philips Group

    Total sales by reportable segment

     20222023
    Diagnosis & Treatment51%49%
    Connected Care25%28%
    Personal Health20%
    Other4%3%

    Our reporting structure in 2023 and beyond

    As announced on January 30, 2023, Philips is changing its operating model to end-to-end businesses with single accountability. In 2023, the businesses will be as follows.

    Drawing or illustration

    6.4.1Diagnosis & Treatment businesses in 2022segment

    Our Diagnosis & Treatment businesses create value through their unique portfolio of innovative solutions – consisting of systems, smart devices, software and services, powered by AI-enabled informatics –solutions that support precision diagnosis and minimally invasive treatment in therapeutic areas such as cardiology, peripheral vascular, neurology, surgery, and oncology. With these solutions, we enable our customers to realize the full potential of the Quadruple Aim – better health outcomes, improved patient and staff experience, and lower cost of care.

    Serving diagnostic enterprise imaging markets globally, weour goal is to improve customer performance in the radiology/imaging workflow. We see significant opportunity to enable precision diagnosis while at the same time supporting adjacent needs for care orchestration across care pathways and increasing departmental productivity. We do this through smart diagnostic systems, connected workflow solutions, and integrated AI-supported diagnostics and pathway informatics, drivinginformatics. These drive enterprise-wide operational efficiency and helpinghelp clinicians to provide an early and definitive diagnosis, enabling them to select tailored care pathways with predictable outcomes for every patient, both inside and outside the hospital.

    We also provide integrated solutions combining imaging systems, and diagnostic monitoring data and therapeutic devices, which optimize interventional procedures to deliver more effective treatment, better outcomes and higher productivity. Building upon our leading-edge Image Guided Therapy System – Azurion system, we continue to innovate, optimizing clinical and operational lab performance through advances in workflow and integration for routine procedures, and expanding the role of image-guided interventions to treat new groups of patients such as those with complex diseases including various cardiovascular conditions, stroke and lung cancer and spine disorders.cancer. We are also innovating the way we engage with our customers, using new business models across different care settings, including out-of-hospital settings such as office-based labs and ambulatory surgical centers, which offer clear clinical, financial and operational benefits.

    In 2022, Philips completed the acquisition of Vesper Medical Inc. a US-based medical technology company that develops minimally-invasive peripheral vascular devices. Vesper Medical will further expand Philips’ portfolio of diagnostic and therapeutic devices with an advanced venous stent portfolio for the treatment of deep venous disease.

    In 2022,2023, the Diagnosis & Treatment segment consisted of the following areas of business:businesses:

    Diagnosis & Treatment

    Total sales by business

     20222023
    Diagnostic ImagingPrecision Diagnosis 1)41%
    Ultrasound18%
    Enterprise Diagnostic Informatics8%61%
    Image Guided Therapy33%39%
    1)of which Diagnostic Imaging 39%, Ultrasound 22%

    Revenue is predominantly earned through the sale of products, leasing, customer services fees, recurring per-procedure fees for disposable devices, and software license fees. For certain offerings, per-study fees or outcome-based fees are earned over the contract term.  

    Sales channels are a mix of a direct sales force, especially in all the larger markets, third-party distributors and an online sales portal. This varies by product, market and price segment. Our sales organizations have an intimate knowledge of technologies and clinical applications, as well as the solutions necessary to solve problems for our customers. 

    Under normal circumstances, salesSales at Philips’ Diagnosis & Treatment businesses are generally higher in the second half of the year, largely due to the timing of customer spending patterns.

    At year-end 2022,2023, Diagnosis & Treatment had around 33,00028,397 employees worldwide.

    2022 business2023 highlights

    At RSNA23, Philips received FDA clearance to marketannounced a raft of new innovations, including next-generation EPIQ Elite 10.0 and Affiniti ultrasound systems that increase diagnostic confidence and workflow efficiency, BlueSeal MRI Mobile, the world’s first and only mobile MRI system with helium-free operations, and new AI-enabled cloud solutions that enhance radiology efficiency and clinical confidence. 

    Philips launched its new MR 7700 3.0T MR system, which features an enhanced gradient system for Philips’ highest image qualitydesigned to deliver outstanding imaging results and speed to support confident diagnosis for every patient.

    Five top hospitals in Shanghai, with a precision diagnosis. Philips also received FDA clearance for its SmartSpeed MR acceleration software, adding AI data collection algorithms tototal of more than 10,000 beds, installed Philips’ existing Compressed SENSE MR engine for higher image resolution with three times faster scan times and virtually no loss in image quality.

    By combining theadvanced Spectral CT 7500 scanner with the Azurion with FlexArm image-guided therapyimaging system, Philips has developed a fully integrated hybrid angio CT suite solution for single-room, single-sessionhelping physicians deliver first-time-right diagnosis and treatment in areas such as oncology, stroke, and trauma care.

    In radiotherapy, the AI-enabled Philips MR for Calculating Attenuation (MRCAT) Head and Neck radiotherapy application expands the range of MR-only workflows for cancer patients, advancing comprehensive and personalized cancer care through precision oncology solutions.fast, low-dose X-ray scans.

    Philips further expanded its leading ultrasound portfolio with the FDA market clearance for its newlaunch of the Ultrasound 5000 Compact system to deliver5500 CV, which delivers cart-based premium image quality in compact formultrasound exams for point-of-care, cardiology generaland vascular patients at the bedside. 

    Philips IntraSight Mobile received approval from the Chinese regulatory authority, paving the way for its commercial introduction in the Chinese market. IntraSight Mobile combines imaging and obstetricsphysiology applications on a mobile system for peripheral and gynecology applications.coronary artery disease therapy.

    Building on Philips’ leading position in interventional cardiology solutions,Philips expanded its image-guided therapy portfolio with the companylaunch of Philips Zenition 10, which provides a cost-effective imaging solution to guide high-volume routine surgery, as well as complex orthopedic and trauma procedures. Philips also launched the latest versionZenition 30 Image Guided Therapy Mobile C-arm. Its workflow-enhancing features and excellent image quality enable surgeons to deliver enhanced care to more patients, helping alleviate the staff shortages faced by many hospitals.

    Through the WE-TRUST study, Philips is driving innovation in stroke treatment. The trial examines the impact of its EchoNavigator image-guidance tool, which integrates live ultrasound, interventional X-ray imagingthe direct-to-angio treatment pathway on clinical outcomes, facilitated by a helical scan in the angio suite developed by Philips to reduce time to treatment. With 16 leading stroke centers and advanced 3D heart modelshospitals around the world involved in the trial and 100 patients enrolled, the WE-TRUST study has already achieved the scale and momentum needed to help interventional teams treat structural heart disease with greater ease and efficiency.

    To improve outcomesdeliver a reliable evidence base on the potential benefits of the Direct to Angio Suite pathway for patients undergoing endovascularsuspected of having a large vessel occlusion (LVO) ischemic stroke – a treatment physicians now have accesspathway that focuses squarely on addressing the fact that the faster a patient is treated, the more likely they are to advanced new 3D image-guidance capabilities through Philips’ Zenition mobile C-arm system, which offers enhanced clinical accuracy and efficiency.

    Philips is successfully expanding into interventional oncology withrecover. Another significant milestone was the installationpublication of its innovative lung cancer diagnosis and treatment solution Lung Suite in hospitals in Belgium, France, Israel, and the UK. Based on Philips Azurion, this solution enhances the accuracy of biopsy procedures and provides a therapy option for immediate treatment of early-stage lung cancer patients.

    Inferior Vena Cava (IVC) filters are used to treat patients with venous thromboembolism, in which blood clots formhealth economics analysis results in the deep veinsJournal of the leg and groin andNeuroInterventional Surgery, demonstrating that this new stroke care pathway can travel through the circulatory system, but research has shown that they may have long-term complications. In the United States, the first patients were successfully treated for Inferior Vena Cava (IVC) filter removal using Philips' CavaClear solution – the only FDA-cleared solution for advanced IVC filter removal.save over USD 3,000 per patient.

    6.4.2Connected Care businessessegment

    With technology constantly advancing and becoming increasingly pervasive in 2022

    Thehealthcare, the Connected Care businesses aim to connect and elevate care for all. Philips connects patients and caregivers across care settings, delivering clinical, operational and therapeutic solutions that help our customers address the Quadruple Aim ofdeliver better health outcomes, improvedimprove the patient and staff experience, and lower the cost of care. Aftercare across care settings. In 2023, the years of the COVID pandemic, which has accelerated the digital transformation of healthcare, in 2022 the volatile global economic situation continued to put additional pressure on customer budgets and worsened trends such as staff shortages, as well as increasing the need for solutions that enable more effective, sustainable and convenient care in hospital, clinics and the home.home – especially enabled by strong informatics and AI.

    Philips’The Sleep & Respiratory Care business in particular facedcontinued to face multiple operational regulatory and supply-chainregulatory challenges in 2022,2023, but action has been taken to address these throughimprove the decision to establishability of the Sleep & Respiratory Care as an organization with end-to-end accountability, spanning product creation through to customer fulfillment (pending the outcome of consultation with workers councils in a number of countries). Therecorrectly assess potential patient safety or quality issues. Philips has been a reset toreaffirmed its core activities, which put patient safety front and center in everything we do, and we believe that the implementation of a new simplified organization, which for Sleep & Respiratory Care began in 2022, will help to achieve this, as well as to improve productivity and increase agility. In the course of the year, Sleep & Respiratory Care gradually returned to the market for sleep therapy devices outside the US. For information about the Philips Respironics recall and related remediation effort, please refer to Quality & Regulatory and patient safety

    With clinical depth and discovery, Philips Connected Care technologies help to cultivate a more accurate and complete view of the patient that drives better health and care. The combination of advanced technological solutions and a consultativeco-creation approach allows Philips to be an effective partner to its customers in their digital transformation, both across the enterprise and at the level of the individual clinician, nurse and patient. The roleWe help our customers to unlock actionable insights from pools of Connected Care is to collect, connect, analyzemedical imaging data, patient monitoring data, and communicate data to provide insights and clinical decision support that helpthrough the use of advanced AI, to improve outcomes and drive productivity.

    To help enable care delivery across the health continuum and help our customers embrace healthcare’s digital transformation, the Connected Care businesses continue to step up platform investments that span three key domains:

    Philips’ open, interoperable platforms aggregate and leverage information from clinical devices, patient and historical data to support care providers in patient engagement, diagnostics, (ambulatory)and patient monitoring in the hospital, ambulatory and (clinical) therapy solutions.home settings.

    In January 2022, Philips completed the acquisition of Cardiologs, a France-based medical technology company focused on transforming cardiac diagnostics using artificial intelligence (AI) and cloud technology. Cardiologs is already further strengthening Philips’ cardiac monitoring and diagnostics offering with innovative software technology, electrocardiogram (ECG) analysis and reporting services.

    In 2022,2023, the Connected Care segment consisted of the following areas of business:businesses:

    Connected Care

    Total sales by business

     20222023
    Hospital Patient Monitoring47%
    Emergency Care5%60%
    Sleep & Respiratory Care28%17%
    Connected CareEnterprise Informatics20%23%

    In most of the Connected Care businesses, revenue is earned through the sale of products and solutions, customeras well as services fees and software license fees.licenses. Where bundled offerings result in solutions for our customers, or offerings are based on the number of people being monitored, we see more usage-based earnings models. In the area of patient care management businesses (Ambulatory Monitoring & Diagnostics business unit and Sleep & Respiratory Care)Care business), revenue is generated through clinical services, product sales and through rental models, whereby revenue is generated over time.

    Sales channels include a mix of a direct salesforce,sales force, partly paired with an online sales portal and distributors (varying by product, market and price segment). Sales are mostly driven by a direct salesforcesales force with an intimate knowledge of the procedures that use our integrated solutions’ smart devices, systems, softwareclinical settings and services.patient-specific diagnosis and treatment. Philips workscollaborates with customers and partners to co-create solutions, drive commercial innovation and adapt to new models such as monitoring-as-a-service and software-as-a-service.

    Sales at Philips’ Connected Care businesses are generally higher in the second half of the year, largely due to customer spending patterns. However, the Philips Respironics voluntary recall notification in the Sleep & Respiratory Care business in June 2021 had(as further discussed in Quality & Regulatory and patient safety) continued to have a negative impact on sales throughout 2022.2023.

    At year-end 2022,2023, Connected Care had around 17,00017,549 employees worldwide.

    2022 business2023 highlights

    Philips' offerings improving clinical workflowPhilips signed a 10-year, EUR 100 million Enterprise Monitoring as a Service agreement with one of the largest health systems in the US, covering 20 hospitals with over 3,000 beds. The agreement provides the health system with constant access to the latest technology, including software and alarm management in critical care environments, as well as its contributions to a quieter healing environment in intensive care units, resonated well with customers.services, while lowering initial investments.

    Philips expanded its Advanced Life Support activities across international markets and Greater China.NYU Langone Health announced an 8-year strategic partnership valued up to USD 115 million and aimed at enhancing patient care through further innovation. The partnership includes digital pathology, clinical informatics, and innovative AI-enabled diagnostics, with an Enterprise Monitoring as a Service model. With these new technologies, NYU Langone clinicians can collaborate in real time, sharing pathology, imaging studies or patient data to support diagnostic confidence and tailor individualized care plans.

    In Greater China, Philips partnered to drive localizationHighlighting the strength of its EMR Tasy offering in order to be locally relevant for the China market.

    Philips continues to successfully expand into ambulatory care. Newly published research validated that Philips Mobile Cardiac Outpatient Telemetry (MCOT) is crucial in detecting arrhythmias and providing data that allows care teams to intervene quickly and decisively to provide the optimal patient treatment.

    Underlining the clinical and economic value of remote cardiaccomprehensive patient monitoring offering, Philips announced a multi-year partnership with Northwell Health to standardize and centralize patient monitoring across the hospital, allowing caregivers to see what is happening at each bedside.

    Philips announced new research demonstrating increased atrial fibrillation detectioninteroperability capabilities that offer a comprehensive view of patient health for improved monitoring and significant cost savings using Philips’ mobile cardiac outpatient telemetry monitoring.care coordination. This is realized through the interoperability of Philips Capsule Medical Device Information Platform (MDIP) with Philips Patient Information Center iX (PIC iX) with streaming, vendor-neutral data that supports care delivery and collaboration.

    Philips expandedintroduced the cloud-based Philips HealthSuite Imaging PACS on Amazon Web Services. This cloud-based enterprise imaging solution, which includes advanced AI-enabled applications, has been designed to enhance image access speed, reliability, and data orchestration for clinicians across the imaging workflow, while reducing costs for healthcare organizations.

    Philips launched its remote cardiacambulatory monitoring portfoliooffering in Japan, combining Philips ePatch Holter monitors with a patch-based, clinical-grade ECG analysis through AI and advanced algorithms. This innovative approach aims to reduce clinician workload and improve the patient recruitment, compliance and retention for clinical trials.experience.

    6.4.3Personal Health businesses in 2022segment

    Our Personal Health businesses playbusiness plays an important role serving people's needs in the areas ofenabling healthy living, preventionindividual care routines with technology and home care – delivering compelling value propositions to enable people to live a healthy lifesolutions that support people’s long-term health and proactively manage their own health.well-being.

    We aim to drive profitable growth through a focus on innovation across three key areas:

    The Personal Health segment consists of the Personal Health business, which comprises the following areas of business:business units:

    Personal Health

    Total sales by business

     20222023
    Oral Healthcare Personal Health 1)37%
    Mother & Child Care11%
    Personal Care52%100%
    1)of which Oral Healthcare 35%, Mother & Child Care 11%, Personal Care 54%

    Through our Personal Health businesses,business, we offer a broad range of solutions in various consumer price segments to support people in proactively managing their health and well-being. Depending on the market, we offer an additional portfolio of locally relevant innovations and adjust our range to increase accessibility. A notable aspect of our commercial strategy is driving increased direct-to-consumer relationships and sales through our consumer communities and online store. About half of our Personal Health sales worldwide now take place online.

    We are leveraging connectivity to offer new business models, partnering with other players in the health ecosystem, e.g. insurance companies and healthcare professionals, with the goal of extending opportunities for people to live healthily and prevent or manage disease. We are engaging consumers in their health journey in new and impactful ways through social media and digital innovation.  

    In Personal Health, improving lives also means caring for the world, with a key focus on environmental sustainability. For example, in 2023 we strongly believelaunched an initiative in Germany, Philips Refurb Editions, to give products a second life, with the connection between good oral care and good overall health –same two-year guarantee as a belief underpinned by the World Health Organization (WHO), which in 2021 adopted a stronger resolution on oral healthcare asnew product. This is part of the drive towards universal health coverage. Good oral care is important for everyone. And since everyone is different, oral healthcare should also be personalizedPersonal Health’s commitment to each userdriving a more circular economy, and we believe we need to garner the best health outcome. Philips Sonicare, which celebrated its 30th anniversary in 2022, offers a wide range of solutions for complete oral care: from intelligent and intuitive power toothbrusheskeep finding innovative ways to interdental cleaning solutions and apps that help userssupport consumers with greater choices to manage their complete oral care on a daily basis and give the option to share brushing data with their dental practitioners, putting personalized guidance at their fingertips.live sustainably. 

    We also offer mobile solutions to support parents and parents-to-be for a more informed, more connected and healthier journey to parenthood. The Pregnancy+ app and Baby+ app offer parents supportive content at every stage of their first 1,000-day journey. Pregnancy+ also offers state-of-the-art, photo-realistic and interactive 3D fetal models to make the experience even more exciting, with new, personalized content for each day of the pregnancy. As of year-end 2022, theThe Philips Pregnancy+ app and Baby+ app combined have more than 68 million downloads,was ranked among the best pregnancy apps of 2023 by Forbes*). It has more than 1.5 million daily active users and areis available in 22 languages.

    The company’s wide portfolio of connected consumer health platforms leverages Philips HealthSuite Platform, a cloud-enabled connected health ecosystem of devices, apps and digital tools that support personalized health and continuous care. 

    The revenue model is mainly based on product sale at the point in time the products are delivered to retailers and online platforms. We continue to increase revenue model diversity by expanding our new business models, including direct-to-consumer, subscriptions, try-and-buy offerings and services. 

    The Personal Health businesses experiencebusiness experiences seasonality, with higher sales around key national and international events and holidays. 

    At year-end 2022,2023, Personal Health employed around 9,0009,085 people worldwide.

    *)https://www.forbes.com/health/womens-health/pregnancy/best-pregnancy-apps/

    2022 business2023 highlights

    BuildingPhilips successfully launched the Sonicare DiamondClean 7900 Series electric toothbrush in China on major online shopping channels Alibaba and JD.com. Highlighting increasing customer demand, it claimed the successful strengtheningnumber-one position in the high-end toothbrush category on Alibaba’s Tmall.

    In partnership with JD.com, Philips launched the premium 7 Series Shaver in China, debuting as the #1 shaver on this major online shopping channel. Additionally, Philips’ DiamondClean 9000 premium electric toothbrush has become the best-selling high-end oral healthcare product on Alibaba.

    To improve oral care habits among children, Philips introduced Sonicare for Kids 'Design a Pet Edition' with an entry price point designed to give more parents access to an electric toothbrush for their children.

    Philips OneBlade packaging was named the 2023 Red Dot Communication Design Best of the company’s innovative power toothbrushes portfolio, ranging from entry-level to premium propositions, as well as targeted advertising and promotion campaigns, Philips Oral Healthcare recorded continued market share gainsBest in North America.

    Philips' locally developed China power interdental cleaning innovation launched in Q1 contributed to our leadership position in overall market share (source: GfK).

    Building on its successful OneBlade platform, Philips introduced in Europe the new OneBlade 360, which leverages a new blade that adjusts to the curves of the face to enhance shaving comfort. The global roll-out is expected to start in 2023.

    Philips completed the global introductionrecognition of its new Philips Shaver S9000paper-based model, illustrating how the use of less material, fewer parts, and less volume can go hand in hand with SkinIQ with its launch in Japan, resulting in accelerated sales growth for this categoryiconic presence and a 4.9 (out of 5) consumer rating and review score within the first month.best user experience.

    Philips continues the integration of SkinIQ technology by expanding into the S5000-S7000 ranges, increasing access to Philips proprietary technology that senses pressure and movement to adapt and guides the users for a more efficient shave.

    In China, Philips launched its first premium portable shaver, which garnered 4.7-star ratings/reviews (source: Taobao) within'Better than New' campaign in Germany, repositioning refurbished innovations and underscoring the first month.company's commitment to circularity and sustainability. The campaign led to a significant year-on-year increase in sales revenue of refurbished Lumea and refurbished shaving products.

    Philips announced Babybell Maternal & Child Supplies as the exclusive distributor for Philips Avent OneFeeding in China; the partnership aims to accelerate growth of the Philips Avent brand in the Chinese maternal health industry. The partnership combines the power of Philips’ latest innovations with Babybell's rich understanding of the local market and robust retail network to deliver on a faster innovation pace and expand market share.

    6.4.4Segment Other

    In our external reporting on Other we report on the items Innovation & Strategy, IP Royalties, Central costs, and other small items. At year-end 2022, around 18,0002023, 14,626 people worldwide were working in these areas.

    About segment Other

    Innovation & Strategy

    Innovation & Strategy supports all businesses and markets withinAt Philips, in developing anwe have set up our innovation roadmap and strategiesteams to deliver on our customers’ needs and achieve our growth and profitability ambitions. 

    We innovatebe as close to help our customers and consumers overcome clinical challenges,as possible. The majority of our Research & Development (R&D) experts work in one of our business units, which allows them to directly hear customer and consumer needs and work closely with other stakeholders to improve healthcare. We helpturn innovations into actual products. Innovation at Philips is organized to encourage innovation anywhere along the value chain and not just at the product ideation stage.

    The remaining R&D experts are part of our businesses to enable and accelerate innovation by providing deeply specialized expertise. This starts with strategy and entails cooperation between research, development, design, medical affairs, professional services, marketing and businesses in a multi-disciplinary fashion, from early exploration to first-of-a-kind offerings.

    We do so in the following ways:

    During 2022, Innovation & Strategy started to refocus R&D to deliver a greater return on investments by being selective in our choice of innovations in which to invest. We stopped projects and reduced the workforce by 5%. As part of the strategy to create value with sustainable impact, resources will shift to the businesses to innovate closer to, and with, customers.needs.

    IP Royalties

    Philips Intellectual Property & Standards (IP&S) proactively pursues the creation of new Intellectual Property (IP) in close co-operation with Philips’ operating businesses and Innovation & Strategy. IP&S is a leading industrial IP organization providing world-class IP solutions to Philips’ businesses to support their growth, competitiveness and profitability.

    Royal Philips’ IP portfolio currently consists of 56,000approximately 53,000 patent rights, 33,00031,500 trademarks, 114,000135,000 design rights and 3,2003,300 domain names. Philips filed 920795 new patents in 2022,2023, with a strong focus on the growth areas in health technology services and solutions. 

    Philips earns substantial annual income from license fees and royalties.

    Philips believes its business as a whole is not materially dependent on any particular third-party patent or license, or any particular group of third-party patents and licenses.

    Central costsCosts

    We recharge the directly attributable part of the functional costs to the businesses. The remaining part is accounted for as 'central costs', and includes costs related to the Executive Committee and Group functionsFunctions such as Strategy, Legal and Audit fees.

    Real estate

    Other small items

    Philips is present in 75 countries globallyOther small items refer to remaining items for intra-group services and has its corporate headquarters in Amsterdam, Netherlands. Our real estate sites are spread around the globe, with key manufacturing and R&D sites in Europe, the Americas and Asia.

    In 2022, we relocated key offices in Budapest (Hungary), Carlsbad (USA) and Haifa (Israel), and manufacturing operations in Zhuhai (China). We invested in, amongst others, our R&D and manufacturing sites in Bangalore (India), Pune (India), Plymouth (USA), Pittsburg (USA), Shenzhen (China) and Suzhou (China)legacy items relating to create an engaging work environment that fosters the attraction and retention of the best talent. We have continued to drive productivity by optimizing our footprint globally and reducing the number of sites through post-acquisition integration programs, as well as by implementing our Future of Work concepts to support hybrid working. We also announced that Philips' headquarters will be moving to a new location in Amsterdam in 2025.

    In line with our Environmental ESG commitments towards 2025, we continue to actively optimize our real estate portfolio. Having met our goal of bringing our site-related CO₂ emissions under 35 kilotons per year in 2020, we further reduced our CO₂ emissions to 25 kilotons in 2022. In addition, we reached 77% renewable energy in 2022, already exceeding our target of 75% by 2025. Anticipating the higher cost of energy for 2023, we redoubled our efforts on energy-saving measures. Combined with portfolio optimization, this resulted in a 5.3% reduction in 2022 total energy consumption compared to 2020 and 2021.

    Over 75% of our locations are leased properties, and we manage vacancy closely to ensure the right level of space efficiency and flexibility to support our business dynamic. Our current facilities are adequate to meet the requirements of our present and foreseeable future operations. As expected, occupancy rates in our offices continued to be low in the first half of 2022 in the aftermath of COVID-19. In the second half of 2022 we saw occupancy stabilizing and we are currently evaluating options to right-size our office footprint, to further adopt task-based working principles, and to cater for meaningful presence in inspiring layout and workplace solutions. The net book value of our land and buildings as of December 31, 2022, represented EUR 1,336 million; construction in progress represented EUR 23 million.previously disposed businesses.

    6.5Our geographiesgeographic structure

    6.5.1Our MarketsRegions

    We address North America, Western Europe and other mature geographies, as well as Greater China and other growth geographies, viaGeographically, our business is organized in three market groups –Regions: North America, Greater China and International Markets – which are active in more than 100 countries worldwide.

    The Markets’ core objectiveRegion (the latter made up of Europe and Growth groupings). Within our Regions, we further organize the business by Zones and Countries. Their primary accountability is to understandmanage customer intimacy, relationships and understanding of their needs, (strategic) account management, service delivery, and indirect partner management. They are also accountable for government relations, local market/customer needs,infrastructure needed to createsupport Philips’ presence in a country (license to operate) and activate the local marketing plans,for statutory, fiscal & compliance duties, safety, sustainability and labor relations to develop and manage the relationship with existing and new customers, and to deliver orders. They act as the voice of the customersecure compliant operations in the creationRegion/Zone/Country.

    For financial reporting purposes, we recognize four geographic areas: Western Europe, North America, Other mature geographies, and Growth geographies. Western Europe, North America and Other mature geographies are collectively recognized as Mature geographies in reporting on sales. This reflects the grouping of the suite of solutions strategy, bring relevant products and solutions to market, and ensure local (solution) delivery and service execution, as well as managing the (integral) go-to-market approaches to our key customers and indirect channels – all with the aim of maximizing long-term customer value and gaining market share.countries based on similar economic characteristics.

    6.5.2Macro-economic landscape in 2022

    In 2022, global economic activity slowed down compared to 2021, when the global economy rebounded strongly from a COVID-induced recession. Several factors were at play. Firstly, the re-opening of the economy for most of the world in 2021 has disrupted global supply chains. Secondly, previous loose monetary policy, combined with supply chain issues, resulted in strong inflationary pressures commencing towards the end of 2021. Thirdly, to combat high inflation, central banks around the globe have embarked on aggressive monetary policy tightening cycles. Consequently, global real GDP is estimated to have grown by 3.0% in 2022, compared with the 6.0% estimated in 2021 for 2022. Looking ahead, Oxford Economics expects mild recessions for advanced economies in 2023 with full-year global real GDP growth expected at just 1.3%.

    6.5.32022 highlights from our Market GroupsRegions 

    North America

    In North America, Philips continues to expand its leadership inLeading health systems such as Northwell, TriHealth, and Atrium Health, have extended their long-term strategic partnerships (LSPs) with Philips to include enterprise informatics and precision diagnostics. In Canada, eHealth Saskatchewan elected to extend their enterprise informatics relationship with Philips, reinforcing the value of the partnership helpingto clinicians and patients across the province.

    The Enterprise Monitoring as a Service model (EMaaS) also drove innovation, giving health systems like TriHealth, PrismaNYU Langone Health, and the University Health System of San AntonioCalifornia Irvine and Children’s Hospital of Orange County a predictable, scalable business model that enables them to address interoperability challenges and standardize care across their networks. This includes entering into a 7-year agreement with Northwell Health, the largest healthcare provider in the state of New York, to help standardize patient monitoring drive interoperability,platform across the enterprise. In addition to adopting EMaaS for their monitoring solutions, NYU Langone Health is also partnering with Philips to advance patient safety, quality and layimprove patient outcomes through digital innovation, including integrating patient data across the foundationnetwork, AI-enabled diagnostic imaging and digital pathology for a future-proof, enterprise-wide platform. Moreover, Philips has signed multi-year agreements to continue to expand virtual monitoringprecision diagnosis and care with the US Department of Defense.treatment.

    Philips continues to innovate in its personal health business and has started selling Philips Avent breast pumps via Durable Medical Equipment (DME) providers to give parentsSonicare remains the ability to receive breastfeeding equipment and supplies that may be covered by their health insurance. Celebrating 30 years in business in 2022, Philips Sonicare leads theleading electric rechargeable toothbrush market in the USUnited States and Canada, and isas well as the most-recommended rechargeable toothbrush brand in the US.United States. Additionally, Philips Norelco remains the leading electric male grooming brand in the US and Canada, reaching the next generation of young men with our new OneBladeOne Blade multi-purpose shaver.

    Philips continues to belead the way with innovation in its efforts to help address health disparities and maternal health access specifically – partnering with the state of Michigan to tailor the Philips Avent Pregnancy+ app, making it easier for moms within the state to find resources available to them, such as home-visiting nurses. During the first year, Pregnancy+ reached over 32,000 Michigan families, helping them get access to vital resources. The app was recognized by Forbes as the best pregnancy app of 2023. Forbes also recognized Philips for its Inclusion and& Diversity efforts in North America, including being recognized by Forbes as one of theirnaming the company among the Best Employers for Diversity and Best Employers for Women.Women for the second year in a row.

    Greater China

    In 20222023, we continued to provide innovative health technology solutions indeliver on our commitment to support of China’s national health strategy, supplying national top hospitals, primary hospitals and private hospitals with tailor-made solutions for their clinical and research needs.

    We partnered with national top hospitals Shanghai Ruijin Hospitalneeds, and Sichuan Huaxi Hospital on clinical research that leverages our cutting-edgeempowering consumers to manage their health technologies, and helped the 1st Affiliated Hospital of Guangzhou Medical University establish the largest sleep center in South China by providing consulting services, key equipment and systems. We also provided Zhongshan-Jinshan Diabetic Foot Center with an integrated solution comprised of laser ablation and ultrasound screening technology, and supplied Hainan Dongfang People’s hospital with high-end patient monitors and defibrillators for use in acute and critical care. And we provided Suzhou Kowloon Hospital with a radiology solution that included Ingenia Elition, Ingenia Ambition, Spectral CT and Azurion 7, and delivered a cardiology and smart hospital solution to Jiangxi Cihuai Cardiovascular and Cerebrovascular Hospital.

    In the consumer space, in line with the consistent ‘Professional, Young and Premium’ positioning, we continue to accelerate local innovation to address the specific needs of local consumers. In 2022, locally initiated products generated 20% of revenue. In addition, Philips was recognized as a ‘gold brand’ (most favored brand of consumers) in the Personal Health category for the third consecutive year by China Business Weekly.well-being.

    With the aim of better serving the Chinese market, we established three Philips Innovation Centers inare committed to our ‘In China, to focusFor China’ strategy, which focuses on ‘local-for-local'local innovation, in systems, productsmanufacturing, services and software, andpartnership. We continue to drive ‘made in China’ fulfillment and create more locally relevant solutions by leveraging local ecosystems to serve both professional and consumer markets. 

    In the professional market, we have expanded our cooperation with local customers by providing cutting-edge imaging systems, informatics solutions and other products in support of delivering better care to patients in terms of precision diagnosis, interventional treatment, and smart hospital development. Key customers include many top hospitals: Huaxi Hospital in Sichuan Province, Renji Hospital, Xinhua Hospital, the Sixth People's Hospital, the 10th People's Hospital and Children’s Hospital in Shanghai, Jishuitan Hospital and Anzhen Hospital in Beijing, the First Affiliated Hospital of Dalian Medical University, the First Affiliated Hospital of Zhengzhou University, and Regional Imaging Center of Jiangxi Province, to name just a few.

    In the consumer market, in line with our consistent ‘Professional, Young and Premium’ positioning, Philips’ brand strength increased in 2023, despite an overall weak consumer market. We leveraged new online and offline channels, including Healthy Living Lab, TikTok, O2O instant retail platforms like Meituan, JD to home, and Ele.me to engage with young consumers and grow business. Local innovation drove significant growth in Male Grooming and Oral Healthcare, which continue to solidify their leadership positions in China. Philips was recognized as a ‘gold brand’ (most favored consumer brand) in the Personal Health category for professional medical equipment.the fourth consecutive year by China Business Weekly.

    2023 marked the 100th anniversary of Philips in China. This achievement stands as a testament to Philips’ commitment and dedication to improving people’s lives through meaningful innovation and fostering strong partnerships in China.

    International Markets

    In our International MarketsRegion we strive to execute on a shared global vision whilst meeting the unique local needs and circumstances of our customers. Our goal is to elevate customer relationships and move from being a trusted supplier of equipment, services and software to a transformational partner directly contributing to our customers’ long-term success. To support this vision we have made great progress on leveling up our go-to-market model, developing scalable solutions and software, expanding fit-for-future capabilities, reinvesting revenue to enable new business models, and establishing new partnerships. 

    In International Markets,Region, our Personal Health showed top-line resiliencebusiness plays an important role in 2022. Growth was strongest in the Middle East, Turkey & Africa, Indiaenabling healthy individual care routines with technology and Japan,solutions that support people’s long-term health and overall our growth markets delivered double-digit growth. A major driver of growth in Middle East, Turkey & Africa came from activating GenZ consumers via social media and influencer marketing campaigns on TikTok and other platforms, focusing on relevant GenZ propositions such as OneBlade and Hair Care. In Japan, we successfully launched our latest Shaver series 9000 with SkinIQ technology via a cut-through advertising campaign in Hokkaido and Kanto prefectures. This campaign targeted younger audiences and succeeded in increasing market shares and distribution points.well-being.

    Philips entered into many new customer partnerships in 2023, including the following:

    International – Europe

    Philips entered into partnerships with healthcare providersPatients at Martini Hospital were the first in the UKNetherlands to use Philips' ePatch wearable sensor to diagnose cardiac arrhythmias. The hospital uses the sensor and GermanyCardiologs software to deliverdetect atrial fibrillation after patients have had a stroke. The patch is designed to replace traditional Holter monitors, which are more cumbersome and can only be worn for a day. The new sensor is expected to improve detection of heart rhythm disorders and provide more personalized care, as well as reducing workload and lowering costs.

    Philips and Gibraltar Health Authority announced a 16-year strategic partnership to transform patient imaging and cardiac care for local patients. The partnership will provide local coronary angiography and angioplasty services in a new interventional cardiac suite equipped with the latest diagnostic technology. The announcement represents a major reform in service delivery, improving the region’s access to life-saving interventions while reducing environmental impact, with patients no longer needing to travel abroad for treatment.

    Developed by Dr David Tscholl and Dr Christoph Nöthiger, consulting anesthesiologists at University Hospital Zurich, the Visual Patient Avatar is a new approach to patient monitoring: patient data is translated into a simple visual design, reducing the time needed in the operating room to check and interpret vital signs. Together with Philips, this idea was further developed into a commercial solution that is now being implemented at University Hospital Bonn, the first hospital in Europe to use this type of display for faster decision support.

    Philips is partnering with Assistance Publique-Hôpitaux de Paris, Hôpitaux Civils de Lyon and Incepto (a PACS AI application platform) to make Artificial Intelligence more accessible to radiologists. Philips has also joined forces with Hôpital Saint-Joseph (Paris) and Hôpital Marie-Lannelongue (Hauts-de-Seine) to improve personalized cancer care by integrating digital pathology into the imaging workflow. And Philips has opened its vendor-neutral Radiology Operations Command Center, which enables remote collaboration between technologists, radiologistsnew healthcare innovation center, Health Innovation Paris (HIP).

    Philips' innovative technologies feature across the Polish hospital network. In 2023, the first Incisive CT scanner in Central & Eastern Europe was installed to diagnose patients with cardiac disease at a private cardiology network. In addition, a state-of-the-art hybrid room was created at the University Hospital in Bydgoszcz. Longstanding cooperation with the American Heart of Poland has resulted in further contracts, including the installation of a monitoring network. 

    Philips and imaging operations teams across multiple sites,Norwegian Vestre Viken Health Trust deployed AI-enabled clinical care to help increase productivity and expandradiologists improve patient care. The large-scale deployment provides access to MR-an AI-based bone fracture radiology application that will serve the needs of around half a million people across 22 Norwegian municipalities.

    International – Growth

    Philips Japan officially launched the Turbo-Power laser atherectomy catheter, which debulks lesions in a single step and CT-based diagnosis. offers remote automatic rotation for precise directional control – a powerful tool for the treatment of peripheral vascular diseases. The Philips MR7700 3.0T imaging system with SmartSpeed AI was installed for the first time in Japan, at Hamamatsu University Hospital. The MR7700 achieves high image quality, while SmartSpeed utilizes the Compressed SENSE speed engine to reduce scan time.

    Philips launched the Spectral CT 7500 imaging system with an event for the top 100 radiologists in India. This system performs low-dose scans without compromising speed, power or field of view. We also received an order for 28 Philips Incisive CT systems from a single state. This system combines operator and design efficiencies to improve patient and staff experience and support clinical decision-making. Philips Innovation Campus opened its new site in Bengaluru, home to over 5,000 engineers, scientists, business developers, and clinical experts.

    In Germany,Australia, Philips signed a 10-year7-year partnership agreement with the municipal hospital Städtisches Klinikum Braunschweig, one of the country’s largest care providers,Queensland Government and Cairns and Hinterland Hospital and Health Service (CHHHS) to provide monitoring solutionsa turnkey solution including Vue PACS, Reporting & VNA Philips Software, and alarm management. In an interview withInfrastructure as a German healthcare magazine, Dr. Andreas Goepfert, CEO Braunschweig Clinic, commented: “QualityService (IaaS) across a remote and large geography. The Philips solution will enable clinicians to access a complete imaging health record of care is an important aspect that is safeguarded by suchtheir patients and provide a partnership. Nowadays, it is difficult to imagine successful economic operation in the healthcare sector in the medium and long term without technology partners.” In the Netherlands, Philips signed a long-term agreement with the Rijnstate hospital to deliver a wide range of advanced ultrasound devices for 17 different departments at multiple locations of the hospital. The agreement involves ultrasound devices and services for cardiological, vascular or radiological examinations, OB/GYN, as well as mobile devicesplatform for the emergency department. integration of all image data across the CHHHS enterprise, greatly enhancing the radiology workflow.

    Demonstrating our commitment to high-quality, sustainable healthcare, Philips undertook multiple initiatives to expand helium-free MR operations in Brazil. Besides Brazil, this expansion reached Mexico, Panama, Puerto Rico, Colombia, Chile, Argentina and Ecuador, making a significant mark on the region's healthcare landscape. We are also working to localize the production of BlueSeal MRI magnets in Brazil. Other notable ventures included the Brazilian Company of Hospital Services (EBSERH) installing 14 Incisive CT imaging systems at Federal University Hospitals.

    In Spain, we provided computed tomography, magnetic resonance and image-guided therapy solutions for several Spanish public hospitals as part of INVEAT, an impact initiative driving investment in high-technology equipment in the Spanish national health system. In Finland,Turkey, Philips signed a 10-year agreement with Oulu University Hospital to deliver the latest Azurion image-guided therapy solutions, as well as maintenance, consultancy and financing services. In the SDA Imaging Center in Chelm, Poland, Philips installed an MR 5300 scanner with Ambient Experience technology, which combines images, sound and light to create an atmosphere that puts patients at ease and reduces the need to redo scans. In Romania, Philips is the trusted partner and supplier ofhas supplied high-grade medical equipment to the new Gaziantep City Hospital. The public city hospital complex, with 1,875 new beds, will serve Gaziantep and solutionssurrounding cities, adding much-needed healthcare capacity to Transylvania Hospital,the region, which was hit by a private medical initiative launcheddevastating earthquake in September 2022. The medical technology we provided includes an Azurion 7 biplane angiograph, an Ingenia 3T MR system, and an Affiniti 50 Doppler ultrasound. In Turkey, asFebruary 2023.

    As part of a project supported bydeal with Egypt’s Ministry of Health, Philips unveiled the European Bankfirst Mobile MRI Truck for Reconstructionthe Middle East, Turkey & Africa region, to enhance healthcare delivery in remote, difficult-to-access and Development (EBRD), we installed 3,400 hospital patient monitors and 437 ultrasound systemsunderserved locations. In just 3 months after implementation, more than 1,100 patients across 250 different hospitals within a 4-month window. The Philips team also trained over 3,000 clinicians and monitored usage.Egypt had already benefited from this initiative.

    In Central Asia, we suppliedKazakhstan, Philips provided advanced medical equipment to the National Coordination Center for Kazakhstan’s National Research OncologyEmergency HealthCare in Astana and the Hematology and Cardiology Center and twoin Ust-Kamenogorsk. Both are multi-modality projects while in Uzbekistan we wonand have a project to equip Tashkent International Medical Clinic (TIMC) with advanced clinical technology solutions. In a 10-year partnership deal withhigh social importance, as the Cloud Nine hospital group in India, we connected 257 beds across 26 tele-ICU locations. In addition, some 2,000 Zenition C-arms and 500 Affiniti ultrasound systems were shipped from our manufacturing plant in Chakan.

    In Japan, Philips signed a 10-year agreement with a large university hospitalEmergency Center will be the flagship center for the expansion of its eICU program for centralized, remote surveillance of high-risk ICU patients. PhilipsNational Stroke Program in Kazakhstan, and Thanh Vu Medic Hospital Vietnam signed a 10-year strategic partnership agreement for which Philips is providing state-of-the-art imaging technology, informatics connectivity, 10-year comprehensive servicethe Hematology and 5-year structured financing. In Fiji, Philips and Aspen Medical signed a 12-year strategic partnership agreement to supply and integrate diagnostic imaging equipment and services for use in two public hospitals.

    In Brazil, Philips´ joint venture to provide and operate imaging diagnostics in the state of Bahia via a Public-Private Partnership model continues to expand access to quality diagnostics and care for underserved populations, e.g. through the provision of a new reporting center and 12 imaging units placed in 12 hospitals. Also in Brazil, a two-year Electronic Medical Record implementation at Fundação Hospitalar do Estado de Minas Gerais (FEHMIG) will integrate 23 public hospitals in the state of Minas Gerais. In Argentina, Philips successfully participated in a tender for a turnkey solution providing high-end imaging equipment for 17 public hospitals. In Mexico, Philips secured a dealCardiology Canter treats patients with Grupo Angeles to provide an extensive range of Diagnostic Imaging and Image Guided Therapy solutions.serous blood diseases.

    6.6Supply chain and procurement

    6.6.1Integrated Supply Chain

    Philips runs an Integrated Supply Chain (ISC), which encompasses supplier selection and management through procurement, manufacturing across all the industrial sites, logistics and warehousing operations, customer installation, as well as demand/supply orchestration.

    When selecting and evaluating partners, we consider not only business metrics such as quality, on-time delivery performance and cost, but also environmental, social and governance factors. We use supplier classification models to identify critical suppliers, including those supplying materials, components and services that could influence the safety and performance of our products and solutions.

    The Philips Supplier Quality Manual outlines Philips’ quality, regulatory, product, process and customer requirements. The standards outlined in this manual underpin agreements between suppliers and Philips, and guide compliance with Philips’ quality standards.

    Addressing immediate challenges

    2022 continued to test the resilience of supply chains globally. The Russia-Ukraine war continues to put severe pressure on the commodity landscape and supply chains, and has contributed to the sharp rise in energy and food prices and extreme inflation rates. This came on top of a pre-war environment of low inventories and long lead times, with the accompanying build-up of backlog orders. In addition, the Chinese government’s zero-COVID policy in 2022 again led to outages and supply chain issues. Furthermore, Philips has been hampered by an aging product portfolio with older technology (component designs) and a fragmented supplier landscape. As a result, our lead times to customers suffered, for which we are sorry and have defined corrective actions.

    Under these market circumstances, the ISC function’s priority was to endeavor to safeguard continuity of supply, with dedicated Procurement teams by modalities and types of commodities, so that Philips could continue to provide critical healthcare equipment and solutions to our customers all over the world. For example, we have placed non-cancellable semiconductor orders for a 12-month horizon to ensure our place in the queue. At the same time, we have intensified spot buys and alternate parts qualifications in partnership with Research & Development. In parallel, we continue our advocacy towards the industry and governments on prioritizing supply for life-saving equipment.

    In 2022, extremely high energy costs, especially in Europe, and increasing labor costs driven by inflation led to a significant rise in production/operational cost in our supply base. In the second half of the year, these same drivers led to a slowdown of demand, and spot prices for commodities and energy started to come off from their historical peaks in the second quarter. However, costs for production and materials remained at historical elevated levels. Specifically for electronic components, although the supply crunch has receded from its peaks, distributor data suggest that shortages will continue into 2023.

    For information about the Philips Respironics recall and remediation effort, please refer to Quality & Regulatory and patient safety

    Driving end-to-end supply chain reliability and agility

    As part of our plan to create value with sustainable impact, the supply chain plays an important role in improving our performance and delivering to our customers and consumers as promised. In 2023, we initiated multiple interventions and have longer-term programs planned to improve our execution capabilities and become more resilient in navigating volatility.

    In 2023, we focused on restoring the stability and reliability of our supply chain, including safeguarding material flows and de-risking in a sustainable manner. For example, we accelerated the redesign of printed circuit board assemblies (PCBAs) to replace older e-components with more modern and widely available e-components. We also reduced our purchases of high-risk parts by applying our supplier risk management framework, which assesses suppliers for factors such as strategic fit, financial stability, operational performance, quality, sustainability, compliance and location. We aim to maintain close relationships with our suppliers and conduct an ongoing dialogue with respect to our forecast.

    Over the past year, we have re-aligned our end-to-end supply chain organization, with dedicated teams by Business and Region allowing us to tailor to specific challenges and implement solutions that address different customer and consumer needs. Whereas Philips’ supply chain organization historically delivered efficiencies through a functional orientation, the above-mentioned factors required much greater agility fornew operating model has sped up decision-making and better supports the businesses in achieving their short-, mid- and long-term goals.

    Under the new set-up, initial investments have been made to improve our businesses, each having their own specific requirements. We are moving to a business and customer-centric orientation to address end-to-end visibility and improve reliability and outcomesplanning tools by implementing solutions that are tailoreddigitizing our priority information flows.

    We continue to specific business needs.

    Much like the rest of the industry, we remain exposed to inflation and the continued geopolitical tensions around the world. All of these challenges have reinforceddeploy our strategy for a more ‘regionalregional vs global’global approach to our end-to-end network design.

    Philips has continued to progress the consolidation of its manufacturing footprintdesign, taking into versatile ‘multi-modality’ manufacturing sites that produce multiple product categories and are located within or near the regions they serve. We do this for enhanced scale, efficiency andaccount factors such as customer proximity, and to reduceleveraging manufacturing capabilities, our environmental footprint. Whilefootprint, and efficiency. We are using our site count has continued to decrease, the number of locations equipped to make the same product is increasing. Philips is using its multi-modality sites, in combination with contract manufacturing partners, to regionally ‘multi-source’ many of itsour products. This willis intended to increase the resilience of our supply chain to manage future, unplanned disruptions and to ensure access to public healthcare investment where ‘local’ requirements exist in our largest markets.

    We continueLike the rest of the industry, we remain exposed to make progresscontinued geopolitical tensions around the world. Labor costs remain a concern due to the persistent inflation in transforming our warehousing2023 and distribution operations into a more customer-centric and agile network. In 2022, we reduced our warehousing footprint by 31% compared to 2021, essentially through consolidation and servicing of multiple businesses from a single location.

    show an upward trend entering 2024. On the logistics front, we have established long-term contracts with suppliers, withother hand, overall macroeconomics show improved availability of materials. As a result, the aimcost of increasing reliabilityraw materials and energy, as well as secured costsinflation, show a downward trend compared to 2022. We believe that our interventions, in combination with the improvement in macroeconomic trends, put us on the right track in our journey to build a reliable, predictable and availability on contracted lanes. We continue to explore and implement solutions to diversify transportation options to increase reliability while reducing carbon emission and cost.efficient supply chain.

    Philips Group

    Supplier spend analysis per regiongeographic area

    in %

     20222023
    Western Europe30%31%
    North America36%34%
    Other mature geographies6%
    Total matureMature geographies71%72%
    Growth geographies29%28%
    Philips Group100%

    6.6.26.7Supplier sustainability

    Real Estate

    Philips is present in 75 countries globally and has its corporate headquarters in Amsterdam, Netherlands. Our real estate locations are spread around the globe, with key manufacturing and R&D sites in Europe, the Americas and Asia.

    In 2023, we consolidated five different R&D locations into a new R&D Hub in Bangalore, India, which will host some 5,000 employees. We continued our right-sizing program through our Future of Work concepts to support hybrid working. The project to move Philips’ purposeheadquarters to improve people’s lives applies throughouta new location in Amsterdam in 2025 is progressing as planned.

    We also continue to optimize our value chain. An important areareal estate portfolio in line with our Environmental ESG commitments towards 2025. Having met our goal of focus for the Integrated Supply Chain is sustainability,bringing our site-related CO₂ emissions under 35 kilotons per year in 2020, we further reduced our CO₂ emissions to 22 kilotons in 2023. In addition, we reached 78% renewable energy in 2023, already exceeding our target of 75% by 2025. Energy consumption decreased by 7.8% compared to 2022.

    Over 75% of our locations are leased properties, and we manage vacancy closely to ensure the right level of space efficiency and flexibility to support our business dynamic. Our current facilities are actively working on this together withadequate to meet the requirements of our partners, whether these be component suppliers or energy or logistics providers. Close cooperation with our suppliers not only helps us deliver health technology innovations, it also supports new approaches that help us minimize our environmental impactpresent and maximize the social and economic value we create.  

    Since 2003, our sustainability strategy has included dedicated supplier sustainability programs. We have a direct (tier 1) business relationship with approximately 5,300 product and component suppliers and 17,100 service providers. In many cases, social issues deeperforeseeable future operations. As expected, occupancy rates in our supply chain require usoffices continued to intervene beyond tier 1stabilize in the first half of the chain. 

    2023. We wantcontinue to make a difference through sustainable supply managementevaluate options to right-size our office footprint, to further adopt task-based working principles, and responsible sourcing. This is more than just managing compliance – it is about collaborating with our supply partners to make a positivecater for meaningful presence in inspiring layout and lasting impact. Therefore, the sustainability performanceworkplace solutions. The net book value of our suppliers is fully embeddedland and buildings as of December 31, 2023, represented EUR 1,282 million; construction in our procurement strategy and way of working. 

    In 2022, we focused on further maximizing our positive impact deeper in the supply chain, strengthening our maturity-based approach to drive continuous improvement. Through the Supplier Sustainability Performance program, we improved the lives of approximately 459,000 workers in our supply chain (2021: 430,000). We also launched new ways to engage our suppliers, performing deep-dives at second-tier suppliers and actively supporting our strategic partners to become more effective in their own supply chain engagement approaches. 

    In addition, our improvement program has been adopted by the Responsible Business Alliance under the name Responsible Factory Initiative. This program enables other companies to work on continuously improving their suppliers’ sustainability performance through the same methodology as Philips. 

    Managing our large and diverse supply chain in a socially and environmentally responsible way requires a structured and innovative approach, while being transparent and engaging with a wide variety of stakeholders. In 2022, our programs focused specifically on improving suppliers’ sustainability performance, responsible sourcing of minerals, and reducing the environmental footprint of our supply base by driving the adoption of Science Based Targets.progress represented EUR 32 million.

    7Financial performance

    7.1Performance review

    The year 2023

    The year 2022
    The year 2021

    Philips Group

    Key data

    in millions of EUR unless otherwise stated

    202020212022202120222023
    Sales17,31317,15617,82717,15617,82718,169
    Nominal sales growth1.0%(0.9)%3.9%(0.9)%3.9%1.9%
    Comparable sales growth1)2.9%(1.2)%(2.8)%(1.2)%(2.8)%6.0%
    Impairment of goodwill(144)(15)(1,357)(15)(1,357)(8)
    Income from operations1,264553(1,529)553(1,529)(115)
    as a % of sales7.3%3.2%(8.6)%3.2%(8.6)%(0.6)%
    Financial expenses, net(44)(39)(200)(39)(200)(314)
    Investments in associates, net of income taxes(9)(4)(2)(4)(2)(98)
    Income tax expense(212)103113
    Income tax (expense) benefit 10311373
    Income from continuing operations999612(1,618)612(1,618)(454)
    Discontinued operations, net of income taxes1962,711132,71113(10)
    Net income1,1953,323(1,605)3,323(1,605)(463)
    Adjusted EBITA1)2,2772,0541,3182,0541,3181,921
    as a % of sales13.2%12.0%7.4%12.0%7.4%10.6%
    Income from continuing operations attributable to shareholders2) per common share (in EUR) - diluted1.080.67(1.84)0.64(1.76)(0.50)
    Adjusted income from continuing operations attributable to shareholders2) per common share (in EUR) - diluted1)1.741.650.961.580.921.25
    1)1)Non-IFRS financial measure. For the definition and reconciliation of the most directly comparable IFRS measure, refer to Reconciliation of non-IFRS information.2)2)Shareholders in this table refers to shareholders of Koninklijke Philips N.V. Per share calculations have been adjusted retrospectively for all periods presented to reflect the issuance of shares for the share dividend in respect of 2022.
    *)Non-IFRS financial measure. For the definition and reconciliation of the most directly comparable IFRS measure, refer to Reconciliation of non-IFRS information.

    7.1.17.2Factors impacting performance

    In 2022,The introduction of a simplified operating model, workforce reduction, an improved global economic activity slowed down comparedsupply chain, and the geopolitical environment contributed to 2021, when the global economy rebounded strongly from a COVID-induced recession. Global real GDP is estimated to have grown by 3.0% in 2022, compared with the 6.0% estimated in 2021 for 2022.

    The company’s business and results in 2022 were impacted by global and industry-wide challenges, including global supply chain constraints, COVID lockdown measures in China, inflationary pressures and the Russia-Ukraine war.2023. Where relevant, the impact of these factors and the resulting uncertainties on the company’s results, balance sheet and cash flows have been considered and are reflected in amounts reported. Comparable sales*) declined

    Macro-economic landscape 2023

    In 2023, global economic growth is estimated to have slowed compared to 2022, marked by 3%, mainly due to operationaleasing price pressures and supply chain challenges,stress while major central banks were tightening their respective monetary policies. Global real GDP is estimated to have grown by 2.7% in 2023, compared with 3.1% in 2022. On the consumer side, households were dipping into their savings accumulated during the COVID situationperiod to maintain their spending levels and to cushion against the inflation surge since late 2021. However, consumer spending momentum is not expected to sustain due to the depletion of savings and expected labor market softening because of tighter financial conditions. The delayed effect of higher benchmark interest rates is expected to manifest further in China and2024, leading to a further slowdown in global economic growth. Oxford Economics expects world real GDP growth of 2.3% in 2024.

    In 2022, global economic activity slowed down compared to 2021, when the Russia-Ukraine war. We aim to offsetglobal economy had rebounded strongly from a COVID-induced recession. Several factors were at play. Firstly, the operational andre-opening of the economy for most of the world in 2021 had disrupted global supply challengeschains. Secondly, previous loose monetary policy, combined with specific programs to increase supply chain resilience, improveissues, resulted in strong inflationary pressures commencing towards the end of 2021. Thirdly, to combat high inflation, central banks around the globe embarked on aggressive monetary policy tightening cycles. 

    Simplified operating model

    On January 30, 2023, Philips announced its plan to create value with sustainable impact, which is based on focused organic growth to deliver patient- and people-driven innovation at scale, with improved execution as a key value driver, prioritizing patient safety and quality, supply chain reliability and a simplified operating model. The simplified operating model aims to simplify the organization to increase agility and structurally lower the cost base.base by giving end-to-end accountability to the segments. Operating model productivity savings, procurement savings and other productivity programs contributed positively to the results of operations.

    Global

    Workforce reduction

    In addition to the reduction of its workforce by 4,000 roles announced in October 2022, in 2023 Philips announced plans to reduce its workforce by an additional 6,000 roles globally by 2025, in line with relevant local regulations and processes. These reductions are focused on Corporate and Functions optimization and non-core activities, and amounted to approximately 8,000 roles by year-end 2023. Workforce-related restructuring charges were EUR 196 million in 2023 and EUR 136 million in 2022.

    Supply chain resilience

    In 2023, following significant actions to increase supply chain constraintsresilience and mitigate the impact of disruptions, our sales benefited from improved material availability and resolved shortages in components.

    Limited availability and delays in the supply of certain components and products internationally – partly a consequence of the COVID pandemic and the Russia-Ukraine war – impacted the company’sour results in 2022. In addition, the supply chain constraints resulted in an increase in overall working capital, balances, in particular inventories. Inventories increased compared to 2021, as work-in-process inventories could not be converted into finished goods available for sale due to the scarcity of certain components. Improved component supplies contributed to a comparable sales*) increase in the fourth quarter of 2022.

    Geopolitical environment

    In response, we continue to drive significant actions to increase supply chain resilience and mitigate the impact of disruptions. We are: engaging with senior government officials, strategic suppliers and foundries to prioritize healthcare supplies; directly working on component issues across all tiers of suppliers; diversifying sourcing of high-risk components, with almost 400 alternate components certified to date. Lastly, we are also redesigning our printed circuit boards to qualify alternate sources of supply.

    COVID situation in China

    COVID continued to affect the company’s results, balance sheet and cash flows presented in these consolidated financial statements, in particular due to the lockdowns in China. Production in several of our factories, as well as those of our suppliers in China, was suspended periodically, which exacerbated the global supply chain and cost challenges. The China lockdowns impacted the results of operations due to lower sales and factory under-utilization.

    COVID did not result in any material adjustments to the carrying amounts of assets and liabilities during 2022. In addition, there were no material changes to treasury and other financial risks directly related to the pandemic. 

    Cost inflation

    Global inflation and cost headwinds, including higher energy prices, resulted in an increase in cost levels and negatively impacted gross margin in 2022. 

    In response, we have been raising pricing by low- to mid-single-digits since the beginning of 2022. In the Personal Health businesses, the higher sales prices contributed to a gross increase in sales of around 3% compared to 2021. In the Diagnosis & Treatment and Connected Care businesses, due to the longer equipment order book cycles, the price increases take longer to be fully realized in the profit and loss account.

    Russia-Ukraine war

    Since February 2022, Philips hasHaving substantially reduced its activitiesour operations in Russia. This includes stopping shipments of our consumer health products toRussia in 2022, the country (except for certain child care products), the suspension of marketing activities, and winding down of R&D activities. We are focusing our remaining activities in Russiawere focused on the delivery of medical systems, devices, and spare parts to healthcare providers to the extent possible underproviders. In 2023, increased sanctions and export controls and sanctions. Philips'led to a further reduction in sales activity. Philips’ operations in Russia and Ukraine on a combined basis represented less than 2% of group sales in both 20212022 and 2022.2023. The asset value of the activities in Russia and Ukraine, mainly working capital, was less than 1% of the consolidated total assets as of December 31, 20212022 and 2022. There have been no significant asset write-downs to date, but we continue to closely monitor developments in this regard.2023. The Russia-Ukraine war continues to put severe pressure on the global commodity landscape and supply chains, and has contributedcontribute to higher levels of cost inflation.

    The company’s global operations are exposed to geopolitical and macroeconomic changes (refer to Risk management and internal control). The current situation in the sharp riseMiddle East further increases economic and political uncertainty. Philips is present in energyIsrael with several subsidiaries, mainly in Diagnosis & Treatment and food pricesConnected Care, that are primarily involved in manufacturing and high cost inflation, as further discussed above.research and development activities.

    Climate-related matters

    In preparing the consolidated financial statements, management has considered the impact of climate change, specifically the financial impact of Philips meeting its internal and external climate-related aims, the potential impact of climate-related risks, and the costs incurred to pro-actively manage such risks. These considerations did not have a material impact on the financial reporting judgments, estimates or assumptions. The financial impacts considered include specific climate mitigation measures, such as the use of lower carbonlower-carbon energy sources, the cost of developing more sustainable product offerings, and expenses incurred to mitigate against the impact of extreme weather conditions. To meet its long-term Science Based Targets and reduce its full value chain emissions in line with a 1.5 °C1.5°C global warming scenario, Philips has entered into a number of power purchase agreements. Some of these contracts have a fixed price structure, which in 2022 helped to mitigate the impact of increased electricity prices.

    Actions in response

    In 2022, Philips took several actions to enhance performance and productivity in the supply chain (e.g. dual sourcing, supplier consolidation, warehouse footprint rationalization), R&D (e.g. shifting the focus to fewer, high-impact projects in the innovation pipeline) and quality (e.g. enhancing processes, increasing capabilities and product management). As a result, Philips recorded non-cash portfolio realignment impairments and charges of EUR 282 million in 2022, consisting of R&D project impairments of EUR 134 million, Connected Care portfolio realignment charges of EUR 109 million and asset impairments in Sleep & Respiratory Care of EUR 39 million.

    As announced in October 2022, Philips has initiated general productivity actions, including simplifying the organization to streamline the way of working and reduce operating expenses. This includes an immediate reduction of around 4,000 positions globally across the organization, subject to consultation with the relevant workers councils and social partners, with severance and termination-related costs of EUR 80 million incurred in 2022 and an additional EUR 50 million expected in 2023.

    On January 30, 2023, Philips announced plans to create value with sustainable impact, which is based on focused organic growth to deliver patient- and people-driven innovation at scale, with improved execution as a key value driver, prioritizing patient safety and quality, supply chain reliability and a simplified operating model. In addition to the reduction of its workforce by 4,000 roles announced in October 2022, Philips plans to reduce its workforce by an additional 6,000 roles globally by 2025, of which 3,000 will be implemented in 2023, in line with relevant local regulations and processes. These reductions are focused on Corporate and Functions optimization and non-core activities, for which charges in 2023 are expected to be approximately EUR 470 million.

    *)Non-IFRS financial measure. For the definition and reconciliation of the most directly comparable IFRS measure, refer to Reconciliation of non-IFRS information.

    7.1.27.3Results of operations

    Sales

    Sales

    The composition of sales growth in percentage terms in 2022,2023, compared to 20212022 and 2020,2021, is presented in the following table.

    Philips Group

    Sales

    in millions of EUR unless otherwise stated

    202020212022202120222023
    Diagnosis & Treatment businesses8,1758,6359,168
    Diagnosis & Treatment7,8258,2908,818
    Nominal sales growth(3.7)%5.6%6.2%5.9%6.4%
    Comparable sales growth1)(2.3)%8.1%(0.7)%8.3%(0.8)%11.1%
        
    Connected Care businesses5,5434,5734,403
    Connected Care5,3715,2685,138
    Nominal sales growth18.6%(17.5)%(3.7)%(14.9)%(1.9)%(2.5)%
    Comparable sales growth1)21.6%(22.6)%(10.8)%(19.0)%(9.1)%1.1%
        
    Personal Health businesses3,1993,4293,626
    Personal Health3,4293,6263,602
    Nominal sales growth(9.0)%7.2%5.7%7.2%5.7%(0.7)%
    Comparable sales growth1)(6.2)%8.8%0.1%8.8%0.1%3.2%
        
    Other396519629530643612
        
    Philips Group17,31317,15617,82717,15617,82718,169
    Nominal sales growth1.0%(0.9)%3.9%(0.9)%3.9%1.9%
    Comparable sales growth1)2.9%(1.2)%(2.8)%(1.2)%(2.8)%6.0%
    1)1)Non-IFRS financial measure. For the definition and reconciliation of the most directly comparable IFRS measure, refer to Reconciliation of non-IFRS information.

    Group sales in 2023 amounted to EUR 18,169 million, 1.9% higher than in 2022 on a nominal basis. Considering a 4.1% negative currency effect and consolidation impact, comparable sales growth*) was 6.0%. The negative currency effect was mainly due to depreciation of currencies against the euro, and affected all segments. In addition, provisions charged to sales of EUR 174 million, mainly in connection with the proposed Respironics consent decree, had a negative impact of 1%. 

    Comparable order intake decreased 5% in 2023, compared to a 3% decline in 2022. The order book (which covers around 40% of Group sales) remains strong, and we are taking the necessary actions to improve order intake by shortening lead times from order to delivery and building on the positive impact we are making with our innovations, for example in predictive data analytics and artificial intelligence across our portfolio, to help improve the quality and efficiency of care delivery. The order book remains strong and is expected to continue to support growth.

    Group sales amounted to EUR 17,827 million in 2022, 3.9% higher than in 2021 on a nominal basis. Considering a 6.7% positive effect from currency and consolidation, comparable sales*) decreased by 2.8%. This was driven by a positive currency effect, mainly due to appreciation of currencies against the euro, and affected all segments.

    The order book at year-end 2022 was 10% higher than at the end of 2021, ensuring a higher coverage for sales in 2023. The increase mainly relates to the Diagnosis & Treatment businesses driven by Diagnostic Imaging. Comparable order intake decreased 3%, compared to 4% growth in 2021. 

    Diagnosis & Treatment

    In the fourth quarter of 2022, lower demand for COVID-19-related products compared to 2021 and company actions to improve the order book margin profile contributed to this decrease.

    Group2023, sales amounted to EUR 17,1568,818 million, in 2021, 0.9% lower6.4% higher than in 20202022 on a nominal basis. Considering a 0.3% positive4.7% negative currency effect from currency and consolidation impact, comparable sales*) decreasedincreased by 1.2%11.1%. While the currency effectThis was negative, mainly due to depreciation of currencies against the euro,double-digit growth in Ultrasound and affected all business segments, this was more than offset by a positive consolidation impact from new acquisitions.Image-Guided Therapy and high-single-digit growth in Diagnostic Imaging, due to supply chain improvements. 

    Diagnosis & Treatment businesses

    In 2022, sales amounted to EUR 9,1688,290 million, 6.2%5.9% higher than in 2021 on a nominal basis. Considering a 6.9%6.7% positive currency effect and consolidation impact, comparable sales*) decreased by 0.7%0.8%. This was due to mid-single-digit growth in Image-Guided Therapy and low-single-digit growth in Enterprise Diagnostic Informatics, which was more than offset by a decline in Ultrasound and in Diagnostic Imaging due to specific electronic component shortages.

    Connected Care

    In 2021,2023, sales amounted to EUR 8,6355,138 million, 5.6% higher2.5% lower than in 20202022 on a nominal basis. Considering a 2.5%3.6% negative currency effect and consolidation impact, comparable sales*) increased by 8.1%1.1%. This growth was mainly driven by double-digit growth in Image-Guided Therapy and mid-single-digit growthMonitoring, partly offset by a decline in Diagnostic Imaging and Ultrasound, reflecting demand for Philips' portfolio and positive market conditions.

    ConnectedSleep & Respiratory Care businesses
    due to the consequences of the Respironics recall. In addition, sales were impacted by provisions charged to sales of EUR 174 million, mainly in connection with the proposed Respironics consent decree, which had a negative impact of 3.4%.  

    In 2022, sales amounted to EUR 4,4035,268 million, 3.7%1.9% lower than in 2021 on a nominal basis. Considering a 7.1%7.2% positive currency effect and consolidation impact, comparable sales*) decreased by 10.8%9.1%. This was mainly due to the consequences of the Respironics field actionrecall and the impact of supply chain headwinds.

    Personal Health

    In 2021,2023, sales amounted to EUR 4,5733,602 million, 17.5%0.7% lower than in 20202022 on a nominal basis. Considering a 5.1% positive3.9% negative currency effect and consolidation impact, comparable sales*) decreasedincreased by 22.6%, following the high COVID-19-generated demand3.2%. This was mainly driven by high-single-digit growth in 2020 and the impact of the Respironics recallPersonal Care, partly offset by a decline in 2021.Oral Healthcare. 

    Personal Health businesses

    In 2022, sales amounted to EUR 3,626 million, 5.7% higher than in 2021 on a nominal basis. Considering a 5.6% positive currency effect and consolidation impact, comparable sales*) increased by 0.1%, consisting of a global increase of 2.5%, offset by a 2.4% decline in sales attributable to Russia due to the war with Ukraine. Oral Healthcare and Mother & Child Care recorded mid-single-digit growth, which was offset by a mid-single-digit decline in Personal Care.

    Other

    In 2021,2023, sales amounted to EUR 3,429612 million, 7.2% higher thancompared to EUR 643 million in 2020 on a nominal basis. Considering a 1.6% negative currency effect and consolidation impact, comparable sales*) increased by 8.8%. This2022. The decrease was driven by robust customer demand for new product introductions acrossmainly due to the world.discontinuation of innovation consultancy activities provided to other companies until 2023.

    Other

    In 2022, sales amounted to EUR 629643 million, compared to EUR 519530 million in 2021. The increase was mainly due to additional royalty income and supplies to the divested Domestic Appliances business.

    In 2021, sales amounted to EUR 519 million, compared to EUR 396 million in 2020. The increase was mainly driven by supplies to a divested business and higher royalty income. 

    Performance by geographic area

    Philips Group

    Sales by geographic area

    in millions of EUR unless otherwise stated

    202020212022202120222023
    Western Europe3,7023,6453,6033,6453,6033,819
    North America6,8846,7817,5886,7817,5887,562
    Other mature geographies1,7501,6941,6431,6941,6431,626
    Total mature geographies12,33612,12012,833
    Mature geographies12,12012,83313,007
    Nominal sales growth 2%(2)%6%(2)%6%1%
    Comparable sales growth1)3%(3)%(1)%(3)%(1)%4%
    Growth geographies4,9775,0364,9935,0364,9935,162
    Nominal sales growth(3)%1%(1)%1%(1)%3%
    Comparable sales growth1)3%(7)%3%(7)%10%
    Philips Group17,31317,15617,82717,15617,82718,169
    Nominal sales growth(0.9)%3.9%1.9%
    Comparable sales growth1)(1.2)%(2.8)%6.0%
    1)1)Non-IFRS financial measure. For the definition and reconciliation of the most directly comparable IFRS measure, refer to Reconciliation of non-IFRS information.

    Sales in Mature geographies in 2023 were 1% higher than in 2022 on a nominal basis and 4% higher on a comparable basis*). Sales in Western Europe were 6% higher year-on-year on a nominal basis and 7% higher on a comparable basis*), with double-digit growth in the Diagnosis & Treatment segment, mid-single-digit growth in the Personal Health segment, and low-single-digit decline in the Connected Care segment. Sales in North America were flat year-on-year on a nominal basis and 3% higher on a comparable basis*), as high-single-digit growth in the Diagnosis & Treatment segment was offset by a low-single-digit decline in the Personal Health segment. Sales in Other mature geographies decreased by 1% on a nominal basis and increased by 7% on a comparable basis*), with high-single-digit comparable sales growth*) in the Connected Care segment and mid-single-digit growth in the Diagnosis & Treatment and Personal Health segments.

    Sales in mature geographies in 2022 were 6% higher than in 2021 on a nominal basis and 1% lower on a comparable basis*). Sales in Western Europe were 1% lower year-on-year on a nominal basis and 3% lower on a comparable basis*), with a double-digit decline in the Connected Care businesses, a low-single-digit decline in the Diagnosis & Treatment businesses, and flat growth in the Personal Health businesses. Sales in North America were 12% higher year-on-year on a nominal basis and were flat on a comparable basis*), as double-digit growth in the Personal Health businesses and low-single-digit growth in the Diagnosis & Treatment businesses were offset by a mid-single-digit decline in the Connected Care businesses, mainly due to the Sleep & Respiratory Care business. Sales in other mature geographies decreased by 3% on a nominal basis and 1% on a comparable basis*), with high-single-digit comparable sales growth*) in the Personal Health businesses more than offset by a high-single-digit decline in the Connected Care businesses and a low-single-digit decline in the Diagnosis & Treatment businesses.

    Sales in matureGrowth geographies in 2021 were 2% lower than in 20202023 increased by 3% on a nominal basis and 3% lower on a comparable basis*). Sales in Western Europe were 2% lower year-on-year on a nominal basis and 3% lower10% on a comparable basis*), with a double-digit decline in the Connected Care businesses, partly offset by high-single-digit growth in the Diagnosis & Treatment businesses and mid-single-digit growth in the Personal Health businesses. Sales in North America were 1% lower year-on-year on a nominal basis and decreased 3% on a comparable basis*), as double-digit growth in the Diagnosis & Treatment businessesand Connected Care segments and low-single-digit growth in the Personal Health businesses were largely offset by asegment. The double-digit declinegrowth in the Connected Care businesses. Sales in other mature geographies decreased by 3% on a nominal basis and were in line with 2020 on a comparable basis*). High-single-digit comparable sales growth*) in the Personal Health businesseswas driven by China, Middle East & Turkey and mid-single-digit comparable sales growth*) in the Diagnosis & Treatment businesses was partly offset by a double-digit decline in the Connected Care businesses.Latin America.

    Sales in growth geographies in 2022 decreased by 1% on a nominal basis and 7% on a comparable basis*), with a double-digit decline in the Connected Care and Personal Health businesses and a low-single-digit decline in the Diagnosis & Treatment businesses. The high-single-digit decline in comparable sales growth*) was due to a double-digit decline in China and Russia & Central Asia, partly offset by double-digit growth in Middle East, Turkey & Africa.

    Sales in growth geographies in 2021 increased by 1% on a nominal basis and 3% on a comparable basis*), with double-digit growth in the Personal Health businesses and high-single-digit growth in the

    Diagnosis & Treatment businesses, partly offset by a double-digit decline in the Connected Care businesses. The low-single-digit comparable sales growth*) was driven by double-digit growth in India, high-single-digit growth in Russia & Central Asia, and mid-single-digit growth in Central & Eastern Europe and Latin America.

    Diagnosis & Treatment businesses

    Diagnosis & Treatment businesses

    Sales by geographic area

    in millions of EUR unless otherwise stated

    202020212022202120222023
    Western Europe1,5891,7431,7071,5531,5211,743
    North America2,9313,0883,5142,6643,0193,172
    Other mature geographies835849825805782766
    Total mature geographies5,3555,6816,046
    Mature geographies5,0225,3225,681
    Growth geographies2,8202,9543,1222,8032,9683,137
    Sales8,1758,6359,1687,8258,2908,818
    Nominal sales growth(4)%6%6%6%6%
    Comparable sales growth1)(2)%8%(1)%8%(1)%11%
    1)1)Non-IFRS financial measure. For the definition and reconciliation of the most directly comparable IFRS measure, refer to Reconciliation of non-IFRS information.

    Sales in Growth geographies increased by 6% on a nominal basis in 2023, and on a comparable basis*) showed double-digit growth, which was mainly driven by China and Middle East & Turkey. Sales in Mature geographies increased by 7% on a nominal basis and showed double-digit growth on a comparable basis*), which was driven by double-digit growth in Western Europe and high-single-digit growth in North America.

    Sales in growth geographies increased by 6% on a nominal basis in 2022, and on a comparable basis*) showed a low-single-digit decline, which was mainly due to China. Sales in mature geographies increased by 6% on a nominal basis and were flat year-on-year on a comparable basis*)

    Sales in growth geographies increased by 5% on a nominal basis in 2021, and on a comparable basis*) showed high-single-digit growth, driven by double-digit growth in Latin America, India and Central & Eastern Europe and mid-single-digit growth in China. Sales in mature geographies increased by 6% on a nominal basis and showed high-single-digit growth on a comparable basis*). Comparable sales*) increased, with double-digit growth in North America and high-single-digit growth in Western Europe.

    Connected Care businesses

    Connected Care businesses

    Sales by geographic area

    in millions of EUR unless otherwise stated

    202020212022202120222023
    Western Europe1,106764646949828798
    North America2,8762,6022,7413,0193,2273,132
    Other mature geographies722605544649587573
    Total mature geographies4,7043,9713,931
    Mature geographies4,6184,6424,503
    Growth geographies839602472753626635
    Sales5,5434,5734,4035,3715,2685,138
    Nominal sales growth19%(17)%(4)%(15)%(2)%(2)%
    Comparable sales growth1)22%(23)%(11)%(19)%(9)%1%
    1)1)Non-IFRS financial measure. For the definition and reconciliation of the most directly comparable IFRS measure, refer to Reconciliation of non-IFRS information.

    Sales in Growth geographies increased by 1% on a nominal basis in 2023, and on a comparable basis*) grew 7%, which was driven by Latin America and China. Sales in Mature geographies decreased by 3% on a nominal basis and were flat year-on-year on a comparable basis*), as growth in Other mature geographies was offset by Western Europe. In addition, provisions charged to sales of EUR 174 million, mainly in connection with the proposed Respironics consent decree, had a negative impact of 3.4%. 

    Sales in growth geographies decreased by 22%17% on a nominal basis in 2022, and on a comparable basis*) showed a double-digit decline, with a double-digit decline across most regions, mainly due to the consequences of the Respironics field action and the COVID situation in China.China. Sales in mature geographies decreasedincreased by 1% on a nominal basis and showed a high-single-digit decline on a comparable basis*), with a double-digit decline in Western Europe and a mid-single-digit decline in North America.

    Sales in growth geographies decreased by 28% on a nominal basis in 2021, and on a comparable basis*) showed a double-digit decline, with a double-digit decline across most regions. Sales in mature geographies decreased by 16% on a nominal basis and showed a double-digit decline on a comparable basis*), with a double-digit decline in Western Europe and North America and a mid-single-digit decline in Japan.

    Personal Health businesses

    Personal Health businesses

    Sales by geographic area

    in millions of EUR unless otherwise stated

    202020212022202120222023
    Western Europe859894902894902961
    North America9379391,2099391,2091,144
    Other mature geographies190198211198211207
    Total mature geographies1,9862,0322,322
    Mature geographies2,0322,3222,312
    Growth geographies1,2131,3981,3041,3981,3041,290
    Sales3,1993,4293,6263,4293,6263,602
    Nominal sales growth(9)%7%6%7%6%(1)%
    Comparable sales growth1)(6)%9%0%9%0%3%
    1)1)Non-IFRS financial measure. For the definition and reconciliation of the most directly comparable IFRS measure, refer to Reconciliation of non-IFRS information.

    Sales in Growth geographies decreased by 1% on a nominal basis in 2023, and on a comparable basis*) showed mid-single-digit growth, which was mainly driven by Middle-East & Turkey and China, partly offset by a decline in Russia & Central Asia. Sales in Mature geographies were flat on a nominal basis, and on a comparable basis*) showed low-single-digit growth, driven by Western Europe.

    Sales in growth geographies decreased by 7% on a nominal basis in 2022, and on a comparable basis*) showed a double-digit decline, which was mainly attributable to China. Sales in mature geographies increased by 14% on a nominal basis, and on a comparable basis*) showed high-single-digit growth, driven by double-digit growth in North America.

    Sales in growth geographies increased by 15% on a nominal basis in 2021, and on a comparable basis*) showed double-digit growth, which was attributable to double-digit growth in Central & Eastern Europe, Russia & Central Asia and Latin America and mid-single-digit growth in China. Sales in mature geographies increased by 2% on a nominal basis, and on a comparable basis*) showed mid-single-digit growth, driven by mid-single-digit growth in Western Europe and low-single-digit growth in North America.

    Cost of sales

    Philips Group

    Cost of sales components

    in millions of EUR unless otherwise stated

    2020as a % of sales2021as a % of sales2022as a % of sales2021as a % of sales2022as a % of sales2023as a % of sales
    Costs of materials used4,22124.4%4,14224.1%4,32024.2%4,14224.1%4,32024.2%4,62625.5%
    Salaries and wages2,31613.4%2,24513.1%2,46213.8%2,24513.1%2,46213.8%2,38113.1%
    Depreciation and amortization5913.4%4792.8%5353.0%4792.8%5353.0%4612.5%
    Other manufacturing costs2,36413.7%3,12318.2%3,31618.6%3,12318.2%3,31618.6%3,25217.9%
    Cost of sales9,49354.8%9,98858.2%10,63359.6%9,98858.2%10,63359.6%10,72159.0%

    Cost of sales includes only expenses directly or indirectly attributable to the production process,sale of products or services, such as cost of materials used, salaries and wages, depreciation and amortization of assets used in manufacturing, and other manufacturing costs (such as repair and maintenance costs related to production, expenses incurred for shipping and handling of internal movements of goods, and other expenses related to manufacturing).

    Philips’ cost of sales increased by EUR 88 million to EUR 10,721 million in 2023, and decreased as a percentage of sales, compared to EUR 10,633 million in 2022, mainly due to an increase in Cost of materials used by EUR 306 million in 2023, mainly due to increased sales volume and cost inflation, partly offset by productivity measures and a favorable foreign currency impact. Other key factors influencing cost of sales were as follows:

    Philips’ cost of sales increased by EUR 645 million to EUR 10,633 million in 2022, compared to EUR 9,988 million in 2021, mainly due to increased expenses of EUR 217 million in salaries and wages, driven by an unfavorable foreign currency impact and wage inflation, partly offset by productivity measures. Other key factors influencing cost of sales were as follows:

    Gross margin

    In 2023, Philips’ costgross margin was EUR 7,448 million, or 41.0% of sales, compared to EUR 7,194 million, or 40.4% of sales, in 2022. Gross margin increased by EUR 495254 million to EUR 9,988 million in 2021, compared to EUR 9,493 million in 2020, mainly due to the field action provision of EUR 719 million in connection with the Philips Respironics voluntary recall notification in the Sleep & Respiratory Care business reflected in other manufacturing costs. Other key factors influencing cost of sales were as follows:

    Gross margin

    other charges. 

    In 2022, Philips’ gross margin was EUR 7,194 million, or 40.4% of sales, compared to EUR 7,168 million, or 41.8% of sales, in 2021. Gross margin was flat year-on-year due to cost inflation and a decrease in sales, which was offset by a favorable foreign currency impact, a decrease in restructuring, acquisition-related and other charges, and productivity and pricing measures.

    In 2021, Philips’ gross margin was EUR 7,168 million, or 41.8% of sales, compared to EUR 7,822 million, or 45.2% of sales, in 2020. The year-on-year decrease in gross margin was mainly driven by the field action provision of EUR 719 million (representing 4.2% of sales) in connection with the Philips Respironics voluntary recall notification in the Sleep & Respiratory Care business.

    Selling expenses

    Selling expenses amounted to EUR 4,6094,524 million, or 24.9% of sales, in 2023, compared to EUR 4,621 million, or 25.9% of sales, in 2022. The year-on-year decrease in selling expenses of EUR 97 million was mainly driven by a favorable foreign currency impact, partly offset by higher restructuring, acquisition-related and other charges. 

    Selling expenses amounted to EUR 4,621 million, or 25.9% of sales, in 2022, compared to EUR 4,258 million, or 24.8% of sales, in 2021. The year-on-year increase in selling expenses of EUR 351363 million was mainly due to an unfavorable foreign currency impact and an increase in restructuring, acquisition-related and other charges.

    General and administrative expenses

    SellingGeneral and administrative expenses amounted to EUR 4,258608 million, or 24.8%3.3% of sales, in 2021,2023, compared to EUR 4,056671 million, or 23.4%3.8% of sales, in 2020.2022. The year-on-year increase in selling expensesdecrease of EUR 20463 million was mainly driven by the acquisitions of BioTelemetry and Capsule Technologies and higher investments in advertising and promotion, partly offset by a positivefavorable foreign currency impact and lower restructuring, costs. Selling expenses include restructuring, acquisition-related and other charges of EUR 140 million in 2021, compared to EUR 133 million in 2020.charges.

    General and administrative expenses

    General and administrative expenses amounted to EUR 671 million, or 3.8% of sales, in 2022, compared to EUR 599 million, or 3.5% of sales, in 2021. The year-on-year increase of EUR 72 million was mainly driven by higher restructuring, acquisition-related and other charges.

    General

    Research and administrativedevelopment expenses amounted to

    Research and development costs were EUR 5991,890 million, or 3.5%10.4% of sales, in 2021,2023, compared to EUR 6302,091 million, or 3.6%11.7% of sales, in 2020.2022. The year-on-year decrease of EUR 31201 million in general and administrative expenses was mainly driven by lower restructuring, acquisition-related and other charges. 

    Researchcharges and development expenses

    a favorable foreign currency impact. 2022 included R&D project impairment charges.

    Research and development costs were EUR 2,1032,091 million, or 11.8%11.7% of sales, in 2022, compared to EUR 1,806 million, or 10.5% of sales, in 2021. The year-on-year increase of EUR 297285 million was mainly driven by higher restructuring, acquisition-related and other charges in relation to R&D project impairments and an unfavorable foreign currency impact. 

    Research and development costs were EUR 1,806 million, or 10.5% of sales, in 2021, compared to EUR 1,822 million, or 10.5% of sales, in 2020. The year-on-year decrease of EUR 16 million was mainly driven by lower restructuring, acquisition-related and other charges. 2021 includes EUR 101 million of restructuring, acquisition-related and other charges, compared to EUR 131 million in 2020.

    Philips Group

    Research and development expenses

    in millions of EUR unless otherwise stated

    202020212022202120222023
    Diagnosis & Treatment8919101,124762894827
    Connected Care547543637670822663
    Personal Health190200190200197
    Other194163142184175203
    Philips Group1,8221,8062,1031,8062,0911,890
    As a % of sales10.5%11.8%10.5%11.7%10.4%

    Impairment of goodwill

    In addition to the annual goodwill-impairment tests for Philips, trigger-based impairment tests were performed during the years 2023, 2022 2021 and 2020.2021. As a result of the tests, recorded goodwill impairments were recorded of EUR 1,357 million in 2022, and EUR 15 million in 2021, and EUR 144 million in 2020.2021. The goodwill impairment of EUR 1,331 million in 2022 was recorded in the Sleep & Respiratory Care business and was due to revisions to the expected future cash flows. In addition, in 2023 a EUR 8 million goodwill impairment was recognized for a business held for sale, whereas in 2022 a EUR 27 million goodwill impairment was recognized in the Precision Diagnosis Solutions business.

    During 2022, EUR 1,331 million of goodwillGoodwill impairment charges were recordedEUR 8 million in the Sleep & Respiratory Care business, due to revisions to the expected future cash flows. In addition, a2023 and EUR 271,357 million goodwill impairment was recognized in the Precision Diagnosis Solutions business.2022. For further information refer to Goodwill.

    Net income, Income from operations (EBIT) and Adjusted EBITA*)

    Net income amounted to a loss of EUR 463 million in 2023, an improvement of EUR 1.1 billion compared to 2022, which included a charge of EUR 1.5 billion related to goodwill and R&D impairments. Higher earnings in 2023 were offset by a EUR 575 million litigation provision in connection with the Respironics recall. Net income in 2022 included a charge of EUR 1.5 billion related to goodwill and R&D impairments. Net income is not allocated to segments, as certain income and expense line items are monitored on a centralized basis, resulting in them being shown on a Philips Group level only.

    The following overview shows Income from operations and Adjusted EBITA*) by segment.

    Philips Group

    Income from operations and Adjusted EBITA1)

    in millions of EUR unless otherwise stated

     Income from operationsas a % of salesAdjusted EBITA1)as a % of sales
    2023    
    Diagnosis & Treatment 7208.2%1,02611.6%
    Connected Care(1,199)(23.3)%3697.2%
    Personal Health 55215.3%59716.6%
    Other (188) (71) 
    Philips Group (115)(0.6)%1,92110.6%
    2022    
    Diagnosis & Treatment5386.5%7889.5%
    Connected Care(2,347)(44.6)%1112.1%
    Personal Health51514.2%53814.8%
    Other(235) (119) 
    Philips Group(1,529)(8.6)%1,3187.4%
    2021    
    Diagnosis & Treatment94812.1%1,02813.1%
    Connected Care(716)(13.3)%55310.3%
    Personal Health57616.8%59017.2%
    Other(255) (117) 
    Philips Group5533.2%2,05412.0%
    1)Non-IFRS financial measure. For the definition and reconciliation of the most directly comparable IFRS measure, refer to Reconciliation of non-IFRS information.

    Income from operations amounted to a loss of EUR 115 million, or (0.6)% of sales, in 2023, compared to a loss of EUR 1,529 million, or (8.6)% of sales, in 2022, which included a charge of EUR 1.5 billion related to goodwill and R&D impairments. Higher earnings in 2023 were offset by a EUR 575 million Respironics litigation provision. Adjusted EBITA*) increased to EUR 1,921 million and the margin improved to 10.6%, compared to EUR 1,318 million and a margin of 7.4% in 2022, mainly driven by increased sales and pricing & productivity measures.

    Amortization and goodwill impairment charges were EUR 298 million in 2023. This includes amortization charges of EUR 290 million and goodwill impairment charges of EUR 8 million. Amortization and goodwill impairment charges in 2022 were EUR 1,720 million. This included a charge of EUR 1,331 million related to an impairment of goodwill in the Sleep & Respiratory Care business, EUR 363 million amortization charges and a EUR 27 million goodwill impairment in the Precision Diagnosis Solutions business.

    Restructuring, acquisition-related and other charges were EUR 1,739 million in 2023. This includes: a EUR 575 million Respironics litigation provision, EUR 363 million in connection with the proposed Respironics consent decree, and EUR 224 million Respironics field-action running remediation costs. In addition, it includes EUR 285 million restructuring charges, mainly related to workforce reduction, and charges in relation to quality remediation actions of EUR 175 million. 2022 charges were EUR 1,127 million and included: restructuring charges of EUR 185 million; EUR 148 million portfolio realignment impairments and charges; R&D project impairment charges of EUR 134 million; EUR 250 million for the Respironics field-action provision; EUR 210 million Respironics field-action running remediation costs; an approximately EUR 60 million provision for public investigations into tender irregularities; and EUR 59 million for provisions for quality actions in Connected Care.

    Income from continuing operations attributable to shareholders per common share (in EUR) - diluted, was EUR (0.50) in 2023, compared to EUR (1.76) in 2022. Adjusted income from continuing operations attributable to shareholders per common share (in EUR) - diluted*) was EUR 1.25, compared to EUR 0.92 in 2022.

    Net income amounted to a loss of EUR 1,605 million in 2022, a decrease of EUR 4.9 billion compared to 2021, mainly due to a charge of EUR 1.5 billion related to goodwill and R&D impairments in 2022 and a gain of EUR 2.5 billion on the sale of the Domestic Appliances business in 2021. Net income is not allocated to segments, as certain income and expense line items are monitored on a centralized basis, resulting in them being shown on a Philips Group level only.

    The following overview shows Income from operations and Adjusted EBITA*) by segment.

    Philips Group

    Income from operations and Adjusted EBITA1)

    in millions of EUR unless otherwise stated

     Income from operationsas a % of salesAdjusted EBITA1)as a % of sales
    2022    
    Diagnosis & Treatment 4044.4%7748.4%
    Connected Care(2,246)(51.0)%952.2%
    Personal Health 51514.2%53814.8%
    Other (202) (89) 
    Philips Group (1,529)(8.6)%1,3187.4%
    2021    
    Diagnosis & Treatment94110.9%1,07112.4%
    Connected Care(722)(15.8)%49710.9%
    Personal Health57616.8%59017.2%
    Other(242) (105) 
    Philips Group5533.2%2,05412.0%
    2020    
    Diagnosis & Treatment4976.1%81810.0%
    Connected Care70412.7%1,19121.5%
    Personal Health36211.3%43313.5%
    Other(300) (165) 
    Philips Group1,2647.3%2,27713.2%
    1)Non-IFRS financial measure. For the definition and reconciliation of the most directly comparable IFRS measure, refer to Reconciliation of non-IFRS information.

    Income from operations in 2022 amounted to a loss of EUR 1,529 million, or (8.6)% of sales, compared to EUR 553 million, or 3.2% of sales, in 2021, mainly impacted by a charge of EUR 1.5 billion related to goodwill and R&D impairments. Adjusted EBITA*) in 2022 was EUR 1,318 million and the margin amounted to 7.4%, compared to EUR 2,054 million and a margin of 12.0% in 2021, primarily due to the sales decline and cost inflation, partly offset by pricing and productivity measures.

    Amortization and goodwill impairment charges in 2022 were EUR 1,720 million. This includes a charge of EUR 1,331 million related to an impairment of goodwill in the Sleep & Respiratory Care business, a EUR 27 million goodwill impairment in the Precision Diagnosis Solutions business, and amortization charges of EUR 22 million related to an impairment of a technology asset. In 2021, amortization and goodwill impairment charges were EUR 337 million and included a charge of EUR 13 million related to an impairment of goodwill and amortization charges of EUR 55 million related to an impairment of a technology asset.



    Restructuring, acquisition-related and other charges in 2022 were EUR 1,127 million. This includes: restructuring charges of EUR 185 million; EUR 282 million portfolio realignment impairments and charges; EUR 250 million for the Respironics field-action provision; EUR 210 million Respironics field-action running remediation costs; a EUR 60 million provision for public investigations tender irregularities; and EUR 59 million for provisions for quality actions in Connected Care. 2021 charges were EUR 1,164 million and included: a field action provision of EUR 719 million in connection with the Philips Respironics voluntary recall notification; provisions for quality actions of EUR 94 million and other matters of EUR 53 million in Connected Care; restructuring charges of EUR 80 million; acquisition-related charges of EUR 102 million partly offset by a EUR 87 million gain related to the re-measurement of contingent consideration liabilities; a loss of EUR 76 million related to a divestment; and separation costs of EUR 64 million related to the Domestic Appliances business. 2021 also included a release of a legal provision of EUR 38 million, a gain of EUR 33 million related to a minority participation, and a benefit from the re-measurement of environmental liabilities of EUR 22 million. 

    Income from continuing operations attributable to shareholders per common share (in EUR) - diluted, was EUR (1.84) in 2022, compared to EUR 0.67 in 2021. Adjusted income from continuing operations attributable to shareholders per common share (in EUR) - diluted*) was EUR 0.96 in 2022, compared to EUR 1.65 in 2021.

    Diagnosis & Treatment

    Net incomeIncome from operations increased to EUR 720 million in 2021 increased by EUR 2.1 billion2023, compared to 2020,EUR 538 million in 2022. This was mainly driven by the gain on the sale of the Domestic Appliances business,increased sales and pricing & productivity measures, partly offset by the EUR 719 million field action provision.

    Income from operationscost inflation. These factors also resulted in 2021 amounted to EUR 553 million, or 3.2% of sales, compared to EUR 1,264 million, or 7.3% of sales,an increase in 2020, mainly impacted by the EUR 719 million field action provision. Adjusted EBITA*) to 11.6% of sales in 2021 was EUR 2,054 million and the margin amounted to 12.0%, compared to EUR 2,277 million and a margin of 13.2%, due to a decline in sales and the impact of supply chain headwinds, partly offset by productivity measures.

    2023.

    Amortization and goodwill impairment charges in 20212023 were EUR 337 million. This includes a charge of98 million and include EUR 1389 million related to an impairment of goodwill and amortization charges and EUR 8 million goodwill impairment charges. 2022 charges were EUR 115 million and included EUR 22 million of EUR 55 millioncharges related to an impairment of a technology asset. In 2020, amortization and goodwill impairment charges were EUR 521 million and included a charge of EUR 144 million related to an impairment of goodwillasset in the Connected Care segment, as well as amortization charges of EUR 92 million related to an impairment of a technology asset.

    Image-Guided Therapy.

    Restructuring, acquisition-related and other charges in 20212023 were EUR 1,164 million. This includes a field action provision of EUR 719 million in connection with the Philips Respironics voluntary recall notification, provisions for quality actions of EUR 94210 million and other matters ofinclude EUR 5381 million charges in the Connected Care businesses,relation to quality remediation actions and EUR 73 million restructuring charges, mainly related to workforce reduction. 2022 charges amounted to EUR 136 million and included R&D project impairment charges of EUR 8073 million acquisition-related charges of EUR 102 million partly offset byand a EUR 87 million gain related to the re-measurement of contingent consideration liabilities, a loss of EUR 76 million related to a divestment, and separation costs of EUR 64 million related to the Domestic Appliances business. 2021 also includes a release of a legal provision of approximately EUR 3860 million a gain of EUR 33 million related to a minority participation, and a benefit from the re-measurement of environmental liabilities of EUR 22 million. 2020 charges were EUR 494 million and included EUR 200 million of restructuring charges, EUR 95 million of acquisition-related charges offset by a EUR 101 million gain related to the re-measurement of a contingent consideration liability, EUR 31 million related to impairments of capitalized development costs, EUR 43 million of charges due to changes in ventilator demand, EUR 42 million of separation costs related to the Domestic Appliances business, a EUR 38 million provision related to legal matters, and EUR 21 million related to pension liability de-risking in the US.for public investigations into tender irregularities. 

    Income from continuing operations attributable to shareholders per common share (in EUR) - diluted, was EUR 0.67 in 2021, compared to EUR 1.08 in 2020. Adjusted income from continuing operations attributable to shareholders per common share (in EUR) - diluted*) was EUR 1.65 in 2021, compared to EUR 1.74 in 2020.

    Diagnosis & Treatment businesses

    Income from operations in 2022 decreased to EUR 404 million, compared to EUR 941 million in 2021. This was mainly due to cost inflation, partly offset by productivity measures. These factors also resulted in a decrease in Adjusted EBITA*) to 8.4% of sales in 2022.



    Amortization and goodwill impairment charges in 2022 were EUR 170115 million and includeincluded EUR 22 million of charges related to an impairment of a technology asset in Image-Guided Therapy and a goodwill impairment of EUR 27 million in Precision Diagnosis Solutions.Therapy. 2021 charges were EUR 155144 million and included EUR 55 million of charges related to an impairment of a technology asset in Image-Guided Therapy.



    Restructuring, acquisition-related and other charges in 2022 were EUR 201 million and include EUR 120 million portfolio realignment impairments and charges and a provision of EUR 60 million for public investigations tender irregularities. 2021 charges amounted to a gain of EUR 25 million and included: restructuring charges of EUR 44 million; acquisition-related charges of EUR 48 million offset by a EUR 85 million gain related to the re-measurement of contingent consideration liabilities; and the release of a legal provision of EUR 38 million.

    Connected Care

    Income from operations in 2021 increased to EUR 941(1,199) million in 2023, compared to EUR 497(2,347) million in 2020. This2022, which included a charge of EUR 1.3 billion related to goodwill impairment. 2023 was primarily due tomainly impacted by the consequences of the Respironics field action, in particular the EUR 575 million provision in connection with the Respironics litigation, partly offset by increased sales growth and productivity measures. These factors also resulted in an increased Adjusted EBITA*), which was 12.4% improved to 7.2% of sales in 2021.

    and was also impacted by cost inflation.

    Amortization and goodwill impairment charges in 20212023 were EUR 155178 million and include EUR 55178 million of charges related to an impairment of a technology asset in Image-Guided Therapy. 2020amortization charges. 2022 charges were EUR 2091,583 million and included EUR 921,331 million impairment of chargesgoodwill related to anthe Sleep & Respiratory Care business and a goodwill impairment of a technology assetEUR 27 million in Image-Guided Therapy.

    Precision Diagnosis Solutions.

    Restructuring, acquisition-related and other charges in 2021 amounted to a gain of2023 were EUR 251,390 million and include restructuringinclude: charges of EUR 44575 million acquisition-relatedRespironics litigation provision, EUR 363 million in connection with the proposed Respironics consent decree, and EUR 224 million Respironics field-action running remediation costs. In addition, it includes EUR 64 million restructuring charges, mainly related to workforce reduction, and charges in relation to quality remediation actions of EUR 48 million offset by a EUR 85 million gain related to the re-measurement of contingent consideration liabilities, and a release of a legal provision of EUR 3894 million. 20202022 charges were EUR 112875 million and includedincluded: EUR 57250 million of restructuring charges,for the Respironics field action provision; EUR 73210 million of acquisition-related charges offset by aRespironics running remediation costs; EUR 101148 million gain related to the re-measurement of a contingent consideration liability,portfolio realignment impairments and charges; and EUR 3859 million related to legal matters, and a EUR 31 million impairment of capitalized development costs.

    provisions for quality actions in Connected Care businesses
    Care.

    Income from operations in 2022 decreased to EUR (2,246) million, compared to EUR (722) million in 2021. This was mainly due to the EUR 1.3 billion goodwill impairment, the sales decline, the consequences of the Respironics field action and cost inflation. Adjusted EBITA*) was 2.2% of sales in 2022 and was also impacted by the sales decline and cost inflation, partly offset by productivity measures.

    Amortization and goodwill impairment charges in 2022 were EUR 1,530 million and include EUR 1,331 million impairment of goodwill related to the Sleep & Respiratory Care business.business and a goodwill impairment of EUR 27 million in Precision Diagnosis Solutions. 2021 charges were EUR 161 million and included a EUR 13 million impairment of goodwill related to the divested Personal Emergency Response Services (PERS) and Senior Living business.

    Restructuring, acquisition-related and other charges in 2022 were EUR 811 million and include: EUR 250 million for the Respironics field action provision; EUR 210 million Respironics running remediation costs; EUR 160 million portfolio realignment impairments and charges; and EUR 59 million provisions for quality actions in Connected Care. 2021 charges were EUR 1,058 million and included: a field action provision of EUR 719 million in connection with the Philips Respironics voluntary recall notification; EUR 93 million of restructuring and acquisition-related charges; provisions for quality actions of EUR 94 million and other matters of EUR 53 million; and a gain of EUR 33 million related to a minority participation.

    Personal Health

    Income from operations in 2021 decreasedincreased to EUR (722)552 million in 2023, compared to EUR 704515 million in 2020.2022. This was mainly due to the decline indriven by increased sales and the impact of the Respironics recall on the Sleeppricing & Respiratory Care business.productivity measures. These factors also impactedresulted in an increase in Adjusted EBITA*), which was 10.9% to 16.6% of sales in 2021.sales.

    Amortization and goodwill impairment charges in 20212023 were EUR 16114 million and include EUR 13 million impairment of goodwillamortization charges related to the divested Personal Emergency Response Services (PERS) and Senior Living business. 2020intangible assets in Mother & Child Care. 2022 charges were EUR 27815 million and included a EUR 144 million impairment of goodwillamortization charges related to the Population Health Management business.intangible assets in Mother & Child Care.

    Restructuring, acquisition-related and other charges in 20212023 were EUR 1,05831 million and include a field action provisionEUR 23 million investment re-measurement loss and restructuring costs mainly related to workforce reduction of EUR 719 million in connection with the Philips Respironics voluntary recall notification, EUR 93 million of restructuring and acquisition-related charges, provisions for quality actions of EUR 94 million and other matters of EUR 53 million, and a gain of EUR 33 million related to a minority participation. 20209 million. 2022 charges were EUR 209 million and included restructuring charges of EUR 76 million, acquisition-related charges of EUR 22 million, and charges of EUR 43 million due to changes in ventilator demand.not material.

    Personal Health businesses

    Income from operations in 2022 decreased to EUR 515 million, compared to EUR 576 million in 2021. This was mainly driven by cost inflation and an adverse foreign currency impact, partly offset by pricing and productivity measures. These factors also resulted in a decrease in Adjusted EBITA*) to 14.8% of sales.



    Amortization charges in 2022 were EUR 15 million and include amortization charges related to intangible assets in Mother & Child Care. 2021 charges were EUR 15 million and included amortization charges related to intangible assets in Mother & Child Care. 



    Restructuring, acquisition-related and other charges in 2022 and 2021 were not material.

    Income from operations in 2021 increased to EUR 576 million, compared to EUR 362 million in 2020. This was mainly driven by sales growth and productivity measures, partly offset by higher investments in advertising & promotion. These factors also resulted in an increased Adjusted EBITA*), which was 17.2% of sales.

    Amortization charges in 2021 were EUR 15 million and include amortization charges related to intangible assets in Mother & Child Care. 2020 charges were EUR 16 million and included amortization charges related to intangible assets in Mother & Child Care.

    Restructuring, acquisition-related and other charges in 2021 were not material. 2020 charges were EUR 55 million and included restructuring charges of EUR 31 million.

    Other

    In Other we report on the items Innovation & Strategy, IP Royalties, Central costs and Other.

    Income from operations amounted to a loss of EUR 188 million in 2023, compared to a loss of EUR 235 million in 2022. Adjusted EBITA*) amounted to a loss of EUR 71 million, compared to a loss of EUR 119 million in 2022. The increase in Adjusted EBITA*) was mainly due to cost savings, partly offset by lower royalty income. 

    Restructuring, acquisition-related and other charges in 2023 were EUR 108 million and include EUR 139 million restructuring charges mainly related to workforce reduction and a gain of EUR 35 million due to a divestment. 2022 charges were EUR 108 million and included restructuring charges of EUR 61 million and a EUR 21 million impairment of intangible assets.

    Income from operations in 2022 amounted to a loss of EUR 202 million, compared to a loss of EUR 242 million in 2021. Adjusted EBITA*)EBITA* in 2022 amounted to a loss of EUR 89 million, compared to a loss of EUR 105 million in 2021. Adjusted EBITA*) increased, mainly due to higher royalty income, partly offset by an adverse currency impact and investment in Quality & Regulatory.



    Restructuring, acquisition-related and other charges in 2022 were EUR 107 million and include restructuring charges of EUR 61 million and a EUR 21 million impairment of intangible assets. 2021 charges were EUR 131 million and included a loss of EUR 76 million related to a divestment and EUR 64 million of separation costs related to the Domestic Appliances business, partly offset by a benefit from the re-measurement of environmental liabilities of EUR 22 million.

    Income from operations in 2021 was EUR (242) million, compared to EUR (300) million in 2020. Adjusted EBITA*) in 2021 was EUR (105) million, compared to EUR (165) million in 2020. Income from operations and Adjusted EBITA*) increased, mainly due to higher royalty income and lower charges related to environmental provisions, partly offset by investments, mainly in IT and Quality & Regulatory affairs.

    Restructuring, acquisition-related and other charges in 2021 were EUR 131 million and include a loss of EUR 76 million related to a divestment and EUR 64 million of separation costs related to the Domestic Appliances business, partly offset by a benefit from the re-measurement of environmental liabilities of EUR 22 million. 2020 charges were EUR 118 million and included restructuring charges of EUR 37 million, EUR 42 million of separation costs related to the Domestic Appliances business, and EUR 21 million related to pension liability de-risking in the US.

    Financial income and expenses

    A breakdown of financial income and expenses is presented in the following table.

    Philips Group

    Financial income and expenses

    in millions of EUR

    202020212022202120222023
    Interest expense, net(160)(141)(210)(141)(210)(230)
    Sale of securities2--
    Net change in fair value of financial assets through profit or loss129959959(26)
    Net foreign exchange gains (losses)-(23) 
    Other(15)626(8)(34)
    Financial income and expenses(44)(39)(200)(39)(200)(314)

    Financial income and expenses resulted in a net expense of EUR 314 million in 2023, compared to a net expense of EUR 200 million in 2022. 2023 includes higher interest expense, fair value losses on minority investments and net foreign exchange losses compared to 2022. For further information, refer to Financial income and expenses.

    Financial income and expenses resulted in a net expense of EUR 200 million, compared to a net expense of EUR 39 million in 2021. 2022 includes lower gains on the value of Philips' minority participations and higher interest expense, primarily due to financial charges related to early redemption of EUR and USD bonds and issuance of new EUR bonds in April 2022, compared to 2021. For further information, refer to Financial income and expenses.

    Income taxes

    FinancialIncome tax expense increased by EUR 40 million year-on-year. The income tax benefit in 2023 is mainly driven by the negative income before tax, recognition of tax credits and expenses resulted in a net expense of EUR 39 million in 2021, compared to a net expense of EUR 44 million in 2020. 2021 includes gainstax incentives, partly offset by the tax effect on the value of Philips' minority participationseconomic loss class-action settlement provision relating to the Respironics recall. The income tax benefit in 2022 was mainly driven by the negative income before tax and higher net interest income. For further information, refer to Financial income and expenses.tax incentives, partly offset by non-tax-deductible goodwill impairment. 

    Income taxes

    Income tax expense decreased by EUR 10 million year-on-year,in 2022 compared to 2021, mainly due to lower income, partly offset by a non-deductible goodwill impairment in the Sleep & Respiratory Care business in 2022 and a one-off benefit relating to the recognition of tax assets due to a business transfer in 2021.

    Investments in associates

    Income taxes amountedResults related to investments in associates declined from a loss of EUR 2 million in 2022 to a benefitloss of EUR 10398 million in 2021. The effective income tax rate in 2021 was (20.0)%, compared to 17.6% in 2020, mainly due to the impact from the recognition2023. 2023 includes impairments of tax assetsEUR 58 million and other tax benefits as a resultshare of a business transfer during the year.results of associates of EUR 40 million. 

    Investments in associates

    Results related to investments in associates improved from a loss of EUR 4 million in 2021 to a loss of EUR 2 million in 2022. In 2022, Philips recorded an impairment of EUR 66 million in relation to its interest in Candid Care Co. As part of the acquisition of Affera, Inc. by Medtronic plc in August 2022, the company sold its investment in Affera to Medtronic and recorded a gain of EUR 84 million on the sale.

    Results related to investments in associates improved from a loss of EUR 9 million in 2020 to a loss of EUR 4 million in 2021. The number of associates increased compared to 2020. Although gains were recorded in a number of investments in associates, these were more than offset by losses in the remainder.

    Discontinued operations

    Philips Group

    Discontinued operations, net of income taxes

    in millions of EUR

    202020212022202120222023
    Domestic Appliances2062,69832,6983(2)
    Other(10)13101310(7)
    Net income of Discontinued operations1962,711132,71113(10)

    In 2023 and 2022, Discontinued operations consisted primarily of the Domestic Appliances business and certain other divestments that were reported as discontinued operations. In 2021, the sale of the Domestic Appliance business resulted in an after-tax gain of EUR 2.5 billion.

    For further information, refer to Discontinued operations and assets classified as held for sale.

    Non-controlling interests

    Net income attributable to non-controlling interests decreased from EUR 3 million in 2022 to EUR 2 million in 2023.

    Net income attributable to non-controlling interests decreased from EUR 4 million in 2021 to EUR 3 million in 2022.

    Net income attributable to non-controlling interests decreased from EUR 8 million in 2020 to EUR 4 million in 2021.

    *)Non-IFRS financial measure. For the definition and reconciliation of the most directly comparable IFRS measure, refer to Reconciliation of non-IFRS information.

    7.1.47.5Acquisitions and divestments

    Acquisitions

    In 2023, Philips completed one acquisition involving a total net cash outflow of EUR 53 million (total equity price and settlement of debt). The acquisition is subject to final purchase price allocation procedures, which are expected to be finalized in the second quarter of 2024.

    In 2022, Philips completed three acquisitions. The acquisition of Vesper Medical Inc., completed on January 11, 2022, was the most notable. Acquisitions in 2022 and prior years led to acquisition and post-merger integration charges of EUR 6570 million in the Connected Care businesses.segment.

    In 2021, Philips completed two acquisitions: BioTelemetry, which was completed on February 9, 2021, and Capsule Technologies, which was completed on March 4, 2021. Acquisitions in 2021 and prior years led to acquisition and post-merger integration charges of EUR 51 million in the Connected Care businesses.

    Divestments

    In 2020,2023, Philips completed three acquisitions, with Intact Vascular being the most notable. Acquisitions in 2020 and prior years led to acquisition and post-merger integration charges resulting insix divestments for a gaincash consideration of EUR 2880 million, notably Philips Pharma Solutions in the Diagnosis & Treatment businesses and charges of EUR 22 million in the Connected Care businesses.US.

    Divestments

    In 2022, Philips completed one divestment, which was not material.

    Inn 2021, Philips completed three divestments. On September 1, 2021, Philips sold its Domestic Appliances business to a global investment firm, Hillhouse Investment, resulting in a EUR 2.5 billion gain after tax and transaction-related costs; reported in Discontinued Operations.

    In addition, Philips completed the divestment of the Personal Emergency Response Services (PERS) and Senior Living business on June 30, 2021, and September 17, 2021, respectively, as well as completing the divestment of a small business in segment Other. As part of the PERS divestment, Philips acquired shares in the buyer, Connect America Investment Holdings, LLC, with a value of EUR 40 million. The investment is classified as a financial asset measured at Fair Value through Other Comprehensive Income (FVTOCI) and is reported as part of Other non-current financial assets. The divestment resulted in a loss of EUR 76 million, which is included in Other business expenses in our Consolidated statements of income.

    Philips did not complete any divestments in 2020.

    For details, please refer to Acquisitions and divestments.

    7.1.57.6Cash flows

    The movements in cash and cash equivalents balance for the years ended December 31, 2020, 2021, 2022 and 20222023 are presented and explained in the following table.

    Philips Group

    Condensed consolidated cash flows

    in millions of EUR

    202020212022202120222023
    Beginning cash and cash equivalents balance1,4253,2262,3033,2262,3031,172
    Net cash flows from operating activities2,5111,629(173)1,629(173)2,136
    Net cash flows from investing activities    
    Net capital expenditures(876)(729)(788)(729)(788)(554)
    Other cash flows from investing activities(391)(2,943)(698)(2,943)(698)(82)
    Net cash flows from financing activities    
    Treasury shares transactions(297)(1,613)(174)(1,613)(174)(662)
    Changes in debt783(251)1,092(251)1,092(181)
    Dividend paid to shareholders of the company(1)(482)(412)(482)(412)(2)
    Other cash flow items(57)62346234(81)
    Net cash flows from discontinued operations1293,403(12)3,403(12)123
    Ending cash and cash equivalents balance3,2262,3031,1722,3031,1721,869

    Net cash flows from operating activities

    Net cash flows from operating activities amounted to an inflow of EUR 2,136 million in 2023, compared to an outflow of EUR 173 million in 2022. This increase is mainly due to higher cash earnings and lower working capital, and includes a EUR 141 million payment related to the previously announced resolution of the economic loss class action in the US. Free cash flow*) amounted to a cash inflow of EUR 1,582 million in 2023, compared to an outflow of EUR 961 million in 2022.

    Net cash flows from operating activities amounted to an outflow of EUR 173 million in 2022, compared to an inflow of EUR 1,629 million in 2021. This decrease is mainly due to lower cash earnings, increased working capital and cash costs related to the Philips Respironics field action. Free cash flow*flow*) amounted to a cash outflow of EUR 961 million in 2022, compared to an inflow of EUR 900 million in 2021.

    In 2021, net cash flows from operating activities amounted to EUR 1,629 million, compared to EUR 2,511 million in 2020. This decrease is mainly due to increased working capital and consumption of provisions, partly offset by lower income tax paid. Free cash flow*flow*) amounted to EUR 900 million in 2021, compared to EUR 1,635 million in 2020.

    In 2020, net cash flows from operating activities amounted to EUR 2,511 million, and Free cash flow*) amounted to EUR 1,635 million.

    Net cash flows from investing activities

    Net cash flows from investing activities consist of net capital expenditures and other cash flows from investing activities.

    In 2023, other cash flows from investing activities amounted to a cash outflow of EUR 82 million, mainly due to a new business acquisition and minority investments, partly offset by divestment proceeds.

    In 2022, other cash flows from investing activities amounted to a cash outflow of EUR 698 million, mainly due to the acquisitions of Vesper Medical and Cardiologs, amounting to EUR 414 million, and new minority investments.

    In 2021, other cash flows from investing activities amounted to a cash outflow of EUR 2,943 million, mainly due to the acquisitions of BioTelemetry and Capsule Technologies amounting to EUR 2.8 billion. 

    In 2020, other cash flows from investing activities amounted to a cash outflow of EUR 391 million, mainly due to the acquisition of Intact Vascular for EUR 241 million and investments in other non-current financial assets. 

    Net cash flows from financing activities

    Net cash flows from financing activities consist of treasury shares transactions, changes in debt, dividend paid and other cash flow items. 

    In 2023, treasury shares transactions mainly included the share buyback activities, which resulted in EUR 662 million net cash outflow. Changes in debt mainly includes new bonds issued of EUR 500 million and loan repayments amounting to EUR 500 million. The dividend was distributed fully in shares.

    In 2022, treasury shares transactions mainly included the share buyback activities, which resulted in EUR 174 million net cash outflow. Changes in debt mainly includesincluded new bonds issued of EUR 2 billion and a new term loan issued of EUR 500 million, partly offset by bond repayments of EUR 1.2 billion. Philips’ shareholders received a total dividend of EUR 741 million, including costs, of which the cash portion amounted to EUR 412 million.

    In 2021, treasury shares transactions mainly included the share buyback activities, which resulted in EUR 1,613 million net cash outflow. Changes in debt mainly relates to short-term debt and lease repayments. Philips’ shareholders received a total dividend of EUR 773 million, including costs, of which the cash portion amounted to EUR 482 million.

    In 2020, treasury shares transactions mainly included the share buyback activities, which resulted in EUR 297 million net cash outflow. Changes in debt included EUR 991 million cash inflow from the issuance of two new bonds under the EMTN program, partly offset by outflows related to lease payments. The 2019 dividend was distributed fully in shares in July 2020.

    Net cash flows from discontinued operations

    In 2023, net cash provided by discontinued operations was EUR 123 million, mainly related to a refund received of one-off advance tax payments of a previously disposed business.

    In 2022, net cash used for discontinued operations was EUR 12 million, mainly related to previously disposed businesses.

    In 2021, net cash provided by discontinued operations was EUR 3,403 million and consisted primarily of the net cash inflow of EUR 3,319 million from the sale of the Domestic Appliances business on September 1, 2021.

    In 2020, net cash provided by discontinued operations mainly related to the Domestic Appliances business, partly offset by advance income tax payments amounting to EUR 78 million. 

    *)Non-IFRS financial measure. For the definition and reconciliation of the most directly comparable IFRS measure, refer to Reconciliation of non-IFRS information.

    7.1.67.7Financing

    Condensed consolidated balance sheets for the years 2020,as of December 31, 2021, 2022 and 20222023 are presented in the following table:

    Philips Group

    Condensed consolidated balance sheets

    in millions of EUR

    202020212022202120222023
    Intangible assets11,01214,28713,76414,28713,76413,067
    Property, plant and equipment2,6822,6992,6382,6992,6382,483
    Investments and financial assets7811,1211,3341,1211,3341,050
    Deferred tax assets1,8202,2162,4492,2162,4492,627
    Inventories2,9933,4504,0493,4504,0493,491
    Receivables4,5374,1914,6164,1914,6164,146
    Other assets663693665693665672
    Payables(3,854)(3,784)(3,635)(3,784)(3,635)(3,886)
    Provisions(1,980)(2,313)(2,115)(2,313)(2,115)(2,498)
    Contract liabilities(1,643)(1,936)(2,210)(1,936)(2,210)(2,278)
    Other liabilities(1,402)(1,473)(1,244)(1,473)(1,244)(993)
    Net asset employed15,60919,15120,311
    Net assets employed19,15120,31117,881
        
    Cash and cash equivalents3,2262,3031,1722,3031,1721,869
    Debt(6,934)(6,980)(8,201)(6,980)(8,201)(7,689)
    Net debt1)(3,708)(4,676)(7,028)(4,676)(7,028)(5,820)
    Non-controlling interests(31)(36)(34)(36)(34)(33)
    Shareholders' equity(11,870)(14,438)(13,249)(14,438)(13,249)(12,028)
    Financing(15,609)(19,151)(20,311)(19,151)(20,311)(17,881)
    1)1)Non-IFRS financial measure. For the definition and reconciliation of the most directly comparable IFRS measure, refer to Reconciliation of non-IFRS information.

    7.1.77.8Debt position

    Total debt outstanding at the end of 20222023 was EUR 8,2017,689 million, compared with EUR 6,9808,201 million at the end of 2021.2022.

    Philips Group

    Balance sheet changes in debt

    in millions of EUR 

    202020212022202120222023
    New lease liabilities128164104164104(233)
    New borrowings long-term debt1,065762,516762,516(544)
    Repayments long-term debt incl. leases(298)(302)(1,472)(302)(1,472)754
    New borrowings (repayments) short-term debt16(25)47(25)47(29)
    Forward contracts entered (matured)793(48)(76)(48)(76)462
    Currency effects, consolidation changes and other(217)180101180101102
    Changes in debt1,487461,221461,221512

    In 2022,2023, total debt increaseddecreased by EUR 1,221512 million compared to 2021.2022. The increasedecrease mainly comes from maturing forward contracts related to the issuanceshare buyback program and long-term incentive and employee stock purchase plans, and repayments of EUR 2 billion Notes in April 2022,long-term debt including leases, partly offset by new borrowings. In 2023, Philips issued EUR 500 million of fixed rate notes under the early redemption of approximately EUR 1.2 billion Notes originally duecompany’s EMTN program that mature in 2023, 2024, 20252031 and 2026 and byused the utilizationproceeds for general corporate purposes, including the repayment of EUR 500 million that was outstanding under the credit facility entered into in Octoberthe fourth quarter of 2022. Changes in payment obligations from forward contracts are related to the maturity in 20222023 of EUR 83481 million of share buyback forwards (as announced in July 2021) and EUR 57125 million of forwards relating to long-term incentive and employee stock purchase plans (as announced in January 2020)March 2020 and May 2021), partially offset by EUR 63138 million of forwards entered into relating to long-term incentive and employee stock purchase plans (as announced in June 2022)2023).

    In April 2022, Philips announced a series of Liability Management transactions to optimize its debt maturity profile. The transactions included the issuance of three series of Notes under its EMTN program for a total of EUR 2 billion with maturities in 2027, 2029 and 2033. Part of the proceeds were used to tender certain of Philips’ outstanding US Dollar denominated bonds due 2025 and 2026 and Euro-denominated bonds due 2023, 2024 and 2025, as well as make-whole and fully redeem the Euro-denominated bonds due 2023 and 2024 that were not purchased as part of the Euro tender offer. Philips issued Commercial Paper of EUR 200 million in September 2022 and EUR 101 million in October 2022. These tranches were repaid throughout the fourth quarter of 2022. In addition, in October 2022 Philips entered into a EUR 1 billion credit facility that cancould be used for general corporate purposes. The credit facility matureswas fully repaid in October 2023 and has a 12-month extension option at Philips discretion.2023. Per year-end 2022, EUR 500 million was utilized and outstanding under the credit facility.

    In 2021, total debt increased by EUR 46 million compared to 2020. The increase mainly comes from currency effects and consolidation changes, partly offset by net lease repayments and forward settlements. Repayments of long-term debt amounted to EUR 302 million. In February 2021, Philips entered into two bilateral loans amounting to a total of EUR 500 million that were repaid in September 2021. In addition, Philips issued commercial paper of EUR 300 million in May 2021 and EUR 150 million in July 2021 that was repaid in September 2021. Changes in payment obligations from forward contracts are mainly related to the forward contracts entered into of EUR 731 million relating to the EUR 1.5 billion share buyback program announced on July 26, 2021, and EUR 90 million relating to the long-term incentive and employee stock purchase plans announced on May 19,2021.19, 2021. In addition, a total amount of EUR 745 million of forward contracts matured in 2021, which completed the settlement of the EUR 1.5 billion share buyback program announced on January 29, 2019, and a total amount of EUR 123 million of forward contracts matured in 2021 relating to the long-term incentive and employee stock purchase plans announced on October 22, 2018 and January 29, 2020. These payment obligations are recorded as financial liabilities under long-term debt. Other changes, mainly resulting from currency effects, led to an increase of EUR 175 million.

    In 2020,At the end of 2023, long-term debt as a proportion of the total debt increased by EUR 1,487 millionstood at 91.5% with an average remaining term (including current portion) of 6.0 years, compared to 2019. New borrowings88.6% and 6.1 years respectively at the end of long-term debt included the net proceeds of EUR 991 million from the issuance of two new bonds under the EMTN program in 2020. Repayments of long-term debt amounted to EUR 298 million, mainly due to the repayment of leases. Changes in payment obligations from forward contracts mainly related to the forward contracts entered into of EUR 745 million to complete the remainder of the EUR 1.5 billion share buyback program announced on January 29, 2019. In addition, Philips entered into forward contracts for a total amount of EUR 174 million in 2020 related to the long-term incentive and employee stock purchase plans announced on January 29, 2020, and a total amount of EUR 126 million of forward contracts matured relating to the company's long-term incentive and employee stock purchase plans announced on October 22, 2018. These payment obligations are recorded as financial liabilities under long-term debt. Other changes, mainly resulting from currency effects, led to a decrease of EUR 221 million.2022. 

    At the end of 2022, long-term debt as a proportion of the total debt stood at 88.6% with an average remaining term (including current portion) of 6.1 years, compared to 92.7% and 6.0 years respectively at the end of 2021.

    At the end of 2021, long-term debt as a proportion of the total debt stood at 92.7% with an average remaining term (including current portion) of 6.0 years, compared to 82.3% and 6.3 years respectively at the end of 2020.

    At the end of 2020, long-term debt as a proportion of the total debt stood at 82.3% with an average remaining term (including current portion) of 6.3 years, compared to 91% and 8.0 years respectively at the end of 2019.

    For further information, please refer to Debt.

    7.1.87.9Liquidity position

    As of December 31, 2023, including the cash position (cash and cash equivalents), as well as its EUR 1 billion committed revolving credit facility, the Philips Group had access to available liquidity of EUR 2,883 million, compared with gross debt (including short and long-term) of EUR 7,689 million. 

    As of December 31, 2022, including the cash position (cash and cash equivalents), as well as its EUR 1 billion committed revolving credit facility and the EUR 500 million undrawn portion of the credit facility entered into in October 2022, the Philips Group had access to available liquidity of EUR 2,704 million, compared with gross debt (including short and long-term) of EUR 8,201 million.

    As of December 31, 2021, including the cash position (cash and cash equivalents), as well as its EUR 1 billion committed revolving credit facility, the Philips Group had access to available liquidity of EUR 3,370 million, compared with debt (including short and long-term) of EUR 6,980 million.

    As of December 31, 2020, including the cash position (cash and cash equivalents), as well as its EUR 1 billion committed revolving credit facility, the Philips Group had access to available liquidity of EUR 4,243 million, compared with gross debt (including short and long-term) of EUR 6,934 million.

    Philips Group

    Liquidity position

    in millions of EUR

    202020212022202120222023
    Cash and cash equivalents3,2262,3031,1722,3031,1721,869
    Listed equity investments at fair value1)176732673214
    Committed revolving credit facility1,0001,0001,0001,000
    Credit facility 500 500 
    Liquidity4,2433,3702,7043,3702,7042,883
        
    Short-term debt(1,229)(506)(931)(506)(931)(654)
    Long-term debt(5,705)(6,473)(7,270)(6,473)(7,270)(7,035)
    Debt(6,934)(6,980)(8,201)(6,980)(8,201)(7,689)
        
    Net available liquidity resources(2,691)(3,609)(5,497)(3,609)(5,497)(4,806)
    1)1)Philips holds listed equity investments at fair value (level 1) in common shares of companies in various industries. Refer to Other financial assets and Fair value of financial assets and liabilities.

    Philips has a EUR 1 billion committed revolving credit facility which was signed in April 2017 and refinanced in March 2022,  which will expire in March 2027. In 2023, Philips extended the maturity of the facility to 2028 and has one 1-year extension option remaining. The facility can be used for general group purposes, such as a backstop of its Commercial Paper Program. In addition, Philips entered into a EUR 1 billion credit facility in October 2022 which can be used for general corporate purposes, of which EUR 500 million is undrawn by year-end 2022.

    Philips' Commercial Paper Program amounts to USD 2.5 billion, under which commercial paper can be issued up to 364 days in tenor, both in the US and in Europe, in any major freely convertible currency. As of December 31, 2022,2023, Philips had no commercial paper outstanding. During the year 2020, Philips established a Euro Medium Term Note (EMTN) program which facilitates the issuance of notes for a total amount of up to EUR 10.0 billion. In 20222023, Philips issued three new tranchesEUR 500 million fixed rate notes due 2031 under the programprogram. The proceeds were used for a totalgeneral corporate purposes, including the repayment of EUR 2 billion, while also early redeeming its500 million that was outstanding 2023 and 2024 Notes and completing a tender offer onunder the outstanding 2025 and 2026 Notes.credit facility entered into in the fourth quarter of 2022. 

    In terms of liquidity, the company has access to various sources. The company’s liquidity risk management procedures have not changed significantly during 2022.2023. The access to existing lines of credit remains intact. These lines of credit, along with other financial risks to which Philips is exposed, are disclosed in Details of treasury and other financial risks. Further, with respect to potential claims related to the Respironics field action,recall, please refer to Contingencies. The management continues to monitor the risks associated with such potential claims and its impact on liquidity position, if any.

    Philips’ existing long-term debt is rated A-BBB+ (with stable outlook) by Fitch, Baa1 (with negative outlook) by Moody’s, and BBB+ (with negative outlook) by Standard & Poor’s. As part of our capital allocation policy, our net debt*) position is managed with the intention of retaining our strong investment grade credit rating. Ratings are subject to change at any time and there is no assurance that Philips will be able to achieve this goal. Philips' aim when managing the net debt*) position is dividend stability and a pay-out ratio of 40% to 50% of adjusted income from continuing operations attributable to shareholders*). Philips’ outstanding long-term debt and credit facilities do not contain financial covenants. Adverse changes in the company’s ratings will not trigger automatic withdrawal of committed credit facilities or any acceleration in the outstanding long-term debt (provided that the USD-denominated bonds issued by Philips in March 2008 and 2012 contain a ‘Change of Control Triggering Event’ and the EUR-denominated bonds contain a ‘Change of Control Put Event’). A description of Philips’ credit facilities can be found in Debt.

    Philips Group

    Credit rating summary

     long-termshort-termoutlook
    FitchA-BBB+ Stable
    Moody'sBaa1P-2Negative
    Standard & Poor'sBBB+A-2Negative

    Philips pools cash from subsidiaries to the extent legally and economically feasible. Cash not pooled remains available for local operational needs or general purposes. The company faces cross-border foreign exchange controls and/or other legal restrictions in a few countries, which could limit its ability to make these balances available on short notice for general use by the group.

    Philips believes its current liquidity and direct access to capital markets is sufficient to meet its present financing needs.

    *)Non-IFRS financial measure. For the definition and reconciliation of the most directly comparable IFRS measure, refer to Reconciliation of non-IFRS information.

    7.1.97.10Shareholders’ equity

    In 2023, shareholders’ equity decreased by EUR 1,220 million to EUR 12,028 million at year-end. The decrease was mainly due to the net loss of EUR 463 million and currency translation reductions in equity of EUR 604 million, primarily due to the depreciation of the US dollar against the euro in 2023. 

    In 2022, shareholders’ equity decreased by EUR 1,189 million to EUR 13,249 million at year-end. The decrease was mainly due to net loss of EUR 1,608 million, dividend distributed (EUR 412 million), and settlements of earlier concluded forward contracts (EUR 140 million). This was partly offset by currency translation gains of EUR 749 million, primarily due to the appreciation of the US dollar against the euro in 2022.

    In 2021, shareholders’ equity increased by EUR 2,568 million to EUR 14,438 million at year-end. The increase was mainly due to net income of EUR 3,323 million and currency translation gains of EUR 1,117 million, primarily due to the appreciation of the US dollar against the euro in 2021. This was partly offset by the dividend distributed (EUR 482 million), settlements of earlier concluded forward contracts (EUR 869 million) and the share repurchases made in the open market (EUR 758 million).

    Share capital structure

    The number of issued common shares of Royal Philips as of December 31, 2023 was 913,515,966. At year-end 2023, the company held 7.1 million shares in treasury to cover obligations under long-term incentive plans. In 2020, shareholders’ equity decreased by EUR 7272016, Philips purchased call options on its own shares to hedge options granted to employees up to 2013, and as of December 31, 2023, no such options remained outstanding. In 2023 (and earlier years), the company entered into several forward contracts to acquire its own shares, and as of December 31, 2023, the outstanding forward contracts related to 15.5 million to EUR 11,870 million at year-end. The increaseshares. See below for more information on the shares that were acquired in the net incomecourse of EUR 1,1952023. Philips issued 39.3 million as well asshares in May 2023 in order to distribute the impact of the accounting for share-based compensation plans, including the effect of related hedging transactions through share call options (in aggregate EUR 112 million), increased shareholder's equity. This was largely offset by currency translation losses of EUR 1,0372022 dividend. The company cancelled 15.1 million primarily due to the depreciation of the US dollar against the euroshares in 2020, the purchase of forward contracts for the completion of the share buyback program (EUR 739 million), settlements of earlier concluded forward contracts (EUR 126 million) and the share repurchases made in the open market (EUR 130 million).December 2023.

    Share capital structure

    The number of issued common shares of Royal Philips as of December 31, 2022 was 889,315,082. At year-end 2022, the company held 7.8 million shares in treasury. Of these shares, 5.7 million shares were held to cover obligations under long-term incentive plans and 2.2 million shares were held for capital reduction purposes. In 2016, Philips purchased call options on its own shares to hedge options granted to employees up to 2013, and as of December 31, 2022, Philips’ outstanding options related to 26 thousand shares. In 2022 (and earlier years), the company entered into several forward contracts to acquire its own shares, and as of December 31, 2022, the outstanding forward contracts related to 24,531,60924.5 million shares. See below for more information on the shares that were acquired in the course of 2022. Philips issued 14,174,56814.2 million shares in June 2022 in order to distribute the 2021 dividend. The company cancelled 8.8 million shares in June 2022.

    The number of issued common shares of Royal Philips as of December 31, 2021 was 883,898,969. At year-end 2021, the company held 13.7 million shares in treasury. Of these shares, 5.7 million shares were held to cover obligations under long-term incentive plans, and 8.0 million shares were held for share capital reduction purposes. In 2016, Philips purchased call options on its own shares to hedge options granted to employees up to 2013, and as of December 31, 2021, Philips’ outstanding options related to 0.4 million shares. In 2021 (and earlier years), the company entered into several forward contracts to acquire its own shares, and as of December 31, 2021, the outstanding forward contracts related to 25,071,21825.1 million shares. See below for more information on the shares that were acquired in the course of 2021. Philips issued 6,345,9686.3 million shares in June 2021 (in order to distribute the 2020 dividend). The company cancelled 33.5 million shares in December 2021.

    The number of issued common shares of Royal Philips as of December 31, 2020 was 911,053,001. At year-end 2020, the company held 5.9 million shares in treasury. All of these shares were held in treasury to cover obligations under long-term incentive plans. In 2016, Philips purchased call options on its own shares to hedge options granted to employees up to 2013, and as of December 31, 2020, Philips' outstanding options related to 0.9 million shares. In 2020 (and earlier years), the company entered into several forward contracts to acquire its own shares, and as of December 31, 2020, the outstanding forward contracts related to 27 million shares. See below for more information on the shares that were acquired in the course of 2020. Philips issued 48,757 shares in May 2020 (in order to pay out the gross Annual Incentive over 2019 to the members of the Board of Management) and issued 18 million shares in July 2020 (in order to distribute the 2019 dividend). The company cancelled 3.8 million shares in June 2020.

    Share repurchase methods for long-term incentive plans and capital reduction purposes

    Historically, Philips uses different methods to repurchase shares in its own capital: (i) share buyback repurchases in the open market via an intermediary; (ii) repurchase of shares via forward contracts for future delivery of shares; and (iii) the unwinding of call options on own shares. During 2022,2023, Philips used methods (i)method (ii) to repurchase shares for capital reduction purposes and methods (ii) and (iii) to repurchase shares for share-based compensation plans. 

    The open market transactions via an intermediary allow for buybacks during both open and closed periods. 

    For more information on share repurchase transactions entered into 2021, 2022, 2021, and 2020,2023, please refer to Group Financial Statements Note 18 Equity Forward share repurchase plans / contracts.

    Philips Group

    Impact of share acquisitions and cancellations on share count

    in thousands of shares as of December 31

    2018201920202021202220192020202120222023
    Shares issued926,196896,734911,053883,899889,315896,734911,053883,899889,315913,516
    Shares in treasury12,0115,7605,92513,7177,8355,7605,92513,7177,8357,113
    Shares outstanding914,184890,974905,128870,182881,481890,974905,128870,182881,481906,403
    Shares acquired31,99440,3908,67045,4865,08140,3908,67045,4865,08115,964
    Shares cancelled24,24738,5413,81033,5008,75838,5413,81033,5008,75815,134

    Philips Group

    Total number of shares repurchased

    in thousands of shares unless otherwise stated

     share repurchases related to shares acquired for capital reductionaverage price paid per share in EURshares acquired for LTI'saverage price paid per share in EURtotal number of shares purchased1)average price paid per share in EURtotal number of shares purchased as part of publicly announced plans or programs2)3)4)approximate value of shares that may yet be purchased under the plans or programs in thousands of EUR
    January 202276931.5214929.3691831.17769933,871
    February 2022  24029.4824029.48 933,871
    March 2022       933,871
    April 2022       933,871
    May 2022       933,871
    June 2022       997,072
    July 2022       997,072
    August 2022  320.18320.18 997,072
    September 2022       997,072
    October 2022  1,75032.301,75032.301,750941,676
    November 20222,17038.41  2,17038.412,170858,343
    December 2022       858,343
    Total2,938 2,142 5,08134.564,688 
    of which5)        
    purchased in the open market769   769 769 
    acquired through exercise of call options/settlement of forward contracts2,170 2,142 4,312 3,920 
    To be acquired through settlement of forward contracts after December 31, 2022       858,343
     share repurchases related to shares acquired for capital reductionaverage price paid per share in EURshares acquired for LTI'saverage price paid per share in EURtotal number of shares purchased1)average price paid per share in EURtotal number of shares purchased as part of publicly announced plans or programs2)3)4)approximate value of shares that may yet be purchased under the plans or programs in thousands of EUR
    January 2023       858,343
    February 2023       858,343
    March 2023       858,343
    April 2023       858,343
    May 20232,10037.54  2,10037.542,100781,290
    June 2023       919,239
    July 20232,10036.69  2,10036.692,100842,194
    August 2023       842,194
    September 20232,10036.69  2,10036.692,100765,153
    October 20232,22437.471,00044.853,22439.763,224636,967
    November 20232,22337.492,00039.964,22338.664,223473,721
    December 20232,21837.58  2,21837.582,218390,388
    Total12,964 3,000 15,96438.6615,964 
    of which5)        
    purchased in the open market        
    acquired through exercise of call options/settlement of forward contracts12,964 3,000 15,964 15,964 
    To be acquired by settlement of forward contracts after December 31, 2023       390,388
    1)1)All shares were purchased through publicly announced plans or programs, other than approximately 392,000 shares repurchased through the unwinding of call options on own shares.programs.2)2)First, on January 29, 2020, Philips announced that it would repurchase up to 6 million shares to cover certain of its obligations arising from its long-term incentive and employee stock purchase plans. Under this program, Philips entered into three forward contracts to acquire 5 million shares for an amount of EUR 174 million with settlement dates varying between October 2021 and November 2022. On October 26, 2022, the original settlement date of two share tranches entered into under this program (in total 1.75 million shares) has been extended from November 23, 2022, to November 2023, and 2024, respectively. Second, on May 19, 2021, Philips announced that it will repurchase up to 2 million shares to cover certain of its obligations arising from its long-term incentive and employee stock purchase plans. Under this program, Philips entered into one forward contract for an amount of EUR 90 million to acquire 2 million shares with settlement dates in October and November 2023. Third, on July 26, 2021, Philips announced a share buyback program for share cancellation purposes for an amount of up to EUR 1.5 billion. Consequently, in the third quarter of 2021 Philips entered into three forward contracts for an amount of EUR 731 million to acquire 19.6 million shares with settlement dates in 2022, 2023 and 2024. Philips executed the remainder of the program through open market purchases by an intermediary in the fourth quarter of 2021 (acquiring 21 million shares) and January 2022 (acquiring 0.8 million shares). Fourth, on June 13, 2022, Royal Philips announced that it will repurchase up to 3.2 million shares to cover certain of its obligations arising from its long-term incentive and employee stock purchases plans. Under this program, Philips entered into onetwo forward contractcontracts for an amount of EUR 63 million to acquire 3.2 million shares with settlement dates in November 2024 and December 2024. Fifth, on June 14, 2023, Philips announced that it will repurchase up to 7.1 million shares to cover certain of its obligations arising from its long-term incentive and employee stock purchase plans. Under this program, Philips entered into three forward contracts for an amount of EUR 138 million to acquire 7.1 million shares with settlement dates varying between November 2024 and November 2025. For further details on these publicly announced plans or programs refer to Equity.3)3)Philips cancelled 8.815.1 million shares on June 30, 2022.December 18, 2023.4)4)In 2022,2023, Philips did not determine to terminate any publicly announced plans or programs prior to expiration, or determine that it intends not to make any further purchases under any publicly announced plans or programs. It is noted that Philips entered into several forward share repurchase contracts to cover certain of its obligations arising from its share-based remuneration, as announced on January 29, 2020. Please refer to Equity for more information.5)5)As described above, Philips acquired shares via three different methods: (i) share buyback repurchases in the open market via an intermediary, (ii) repurchase of shares via forward contracts for future delivery of shares, (iii) the unwinding of call options on own shares.

    7.1.107.11Cash obligations 

    Contractual cash obligations

    The following table presents a summary of the Group’sGroup's fixed contractual cash obligations and commitments as of December 31, 2022.2023. These amounts are an estimate of future payments, which could change as a result of various factors such as a change in interest rates, foreign exchange, contractual provisions, as well as changes in our business strategy and needs. Therefore, the actual payments made in future periods may differ from those presented in the following table:

    Philips Group

    Contractual cash obligations1)2)

    in millions of EUR

     payments due by period payments due by period
    totalless than 1 year1-3 years3-5 yearsafter 5 yearstotalless than 1 year1-3 years3-5 yearsafter 5 years
    Long-term debt8,1688421,7601,8093,7577,6155331,9341,4313,717
    Short-term debt89122 
    Interest on debt1,6831593042649561,704180328285911
    Derivative liabilities210208239381 
    Purchase obligations3)7823364122112668355286 27
    Trade and other payables1,968 1,917 
    Contractual cash obligations12,9013,6032,4782,0944,72512,0653,1452,5491,7164,655
    1)1)Amounts in this table are undiscounted2)2)This table excludes post-employment benefit plan contribution commitments and income tax liabilities in respect of tax risks because it is not possible to make a reasonably reliable estimate of the actual period of cash settlement.3)3)Purchase obligations are agreements to purchase goods or services that are enforceable and legally binding for the Group. They specify all significant terms, including fixed or minimum quantities to be purchased, fixed, minimum or variable price provisions and the approximate timing of the transaction. They do not include open purchase orders or other commitments which do not specify all significant terms.

    Included in debt are remaining forward contracts of EUR 648167 million related to the EUR 1.5 billion share buyback program announced in July 2021 and EUR 211224 million relating to the repurchase of shares to cover long-term incentive and employee stock purchase plans. In 2022,2023, Philips entered into a total amount of EUR 63138 million of forward contracts relating to the repurchase of up to 3.27.1 million shares to cover long-term incentive and employee stock purchase plans. In addition, in 20222023 there were maturities of a total of EUR 83481 million of forward contracts for 13.0 million shares related to the EUR 1.5 billion share buyback program announced in July 2021, as well as maturities of a total of EUR 57125 million of forward contracts to repurchase shares to cover long-term incentive and employee stock purchase plans. Philips intends to cancel all of the shares acquired under the share buyback program and has canceled 15.1 million shares acquired in 2023, as the program was initiated for capital reduction purposes.

    Philips offers voluntary supply chain finance programs with third parties, which provide participating suppliers with the opportunity to factor their trade receivables at the sole discretion of both the suppliers and the third parties. Philips continues to recognize these liabilities as trade payables and settles them accordingly on the invoice maturity date based on the terms and conditions of these arrangements. As of December 31, 2022,2023, approximately EUR 151114 million (2021:(2022: EUR 139151 million) of the Philips accounts payable were transferred under these arrangements.

    Other cash commitments

    The company and its subsidiaries sponsor post-employment benefit plans in many countries in accordance with legal requirements, customs and the local situation in the countries involved. For a discussion of the plans and expected cash outflows, please refer to Post-employment benefits.

    The company had EUR 140 million restructuring-relatedvarious provisions by the end of 2022, of2023 which EUR 134 million isare expected to result in cash outflows in 2022.2024. Refer to Provisions for details of restructuring provisions..

    Philips has contracts with investment funds where it committed itself to make, under certain conditions, capital contributions to these funds of an aggregated remaining amount of EUR 127153 million (2021:(2022: EUR 116127 million). Capital contributions already made to these investment funds are recorded as non-current financial assets.

    Please refer to Dividend for information on the proposed dividend distribution.

    Please refer to Equity for information on other Long-term incentive and employee stock purchase plans.

    Guarantees

    Philips’ policy is to provide guarantees and other letters of support only in writing. Philips does not provide other forms of support. The total fair value of guarantees recognized on the balance sheet amounts to EUR nil million for both 20212023 and 2022. Remaining off-balance-sheet business-related guarantees on behalf of third parties and associates amount to EUR 2 million as of December 31, 20222023 (December 31, 2021:2022: EUR 2 million).

    7.1.117.12Dividend

    Dividend policy

    Philips’ dividend policy is aimed at dividend stability and a pay-out ratio of 40% to 50% of adjusted income from continuing operations attributable to shareholders*)

    Proposed distribution

    A proposal will be submitted to the Annual General Meeting of Shareholders, to be held on May 9, 2023,7, 2024, to declare a distribution of EUR 0.85 per common share, in common shares, against retained earnings.

    If the above dividend proposal is adopted, the shares will be traded ex-dividend as of May 11, 20239, 2024 at the New York Stock Exchange and Euronext Amsterdam. In compliance with the listing requirements of the New York Stock Exchange and Euronext Amsterdam, the dividend record date will be May 12, 2023.10, 2024.

    The number of share dividend rights entitled to one new common share will be determined based on the volume-weighted average price of all traded common shares of Koninklijke Philips N.V. at Euronext Amsterdam on May 11, 129, 10 and 15, 2023.13, 2024. The company will calculate the number of share dividend rights entitled to one new common share (the ratio), such that the gross dividend in shares will be approximately equal to EUR 0.85. The ratio and the number of shares to be issued will be announced on May 17, 2023.15, 2024. Distribution of the dividend (up to EUR 751770 million) and delivery of new common shares, with settlement of any fractions in cash, will take place from May 18, 2023.16, 2024.

     ex-dividend daterecord datedistribution from
    Euronext AmsterdamMay 11, 20239, 2024May 12, 202310, 2024May 18, 202316, 2024
    New York Stock ExchangeMay 11, 20239, 2024May 12, 202310, 2024May 18, 202316, 2024

    Further details will be given in the agenda with explanatory notes for the 20232024 Annual General Meeting of Shareholders. The proposed distribution and all dates mentioned remain provisional until then.

    Dividend in shares distributed out of retained earnings is subject to 15% dividend withholding tax, but only in respect of the par value of the shares (EUR 0.20 per share). Shareholders are advised to consult their tax advisor on the applicable situation with respect to taxes on the dividend received.

    In June 2022,May 2023, Philips settled a dividend of EUR 0.85 per common share, representing a total value of EUR 741749 million (including costs). Shareholders could elect for a cashThe dividend or a share dividend. Approximately 45%was distributed in the form of the shareholders elected for a share dividend,shares only, resulting in the issuance of 14,174,56839,334,938 new common shares, leading to a 1.6%4.5% dilution. For more information refer to Shareholders’ equity. The settlement of the cash dividend involved an amount of EUR 411 million (including costs).

    Dividends and distributions per common share

    The following table sets forth in euros the gross dividends on the common shares in the fiscal years indicated (from prior-year profit distribution) and such amounts as converted into US dollars and paid to holders of shares of the New York Registry:

    Philips Group

    Gross dividends on the common shares

    20181)20191)20202)20211)20222)20191)20201)20212)20221)20232)
    in EUR0.800.850.850.850.85
    in USD0.940.960.951.030.900.960.951.030.900.93
    1)1)In cash or shares at the election of shareholder.2)2)In shares only.
    *)Non-IFRS financial measure. For the definition and reconciliation of the most directly comparable IFRS measure, refer to Reconciliation of non-IFRS information.

    7.1.12Outlook

    We remain cautious in light of the subdued economic outlook for the year, staffing and inflationary pressures facing our customers, geopolitical risks, supply and demand volatility, and uncertainties around ongoing consent decree negotiations, litigation and Department of Justice investigations. Nevertheless, we expect that, by prioritizing patient safety and quality, tightening our focus on innovation and strengthening our category leadership areas, while at the same time improving execution and taking a disciplined approach to capital, we will be able to progressively create value with sustainable impact.

    *)Non-IFRS financial measure. For the definition and reconciliation of the most directly comparable IFRS measure, refer to Reconciliation of non-IFRS information.

    7.2Taxation

    Dutch taxation

    The statements below are only a general summary of certain material Dutch tax consequences for holders of common shares that are non-residents of the Netherlands based on Dutch tax laws, presently in force,  and the Tax Convention of December 18, 1992, as amended by the protocol that entered into force on December 28, 2004, between the United States of America and the Kingdom of the Netherlands (the US Tax Treaty) and are not to be read as extending by implication to matters not specifically referred to herein. As to individual tax consequences, investors in common shares should consult their own professional tax advisor.

    With respect to a holder of common shares that is an individual who receives income or derives capital gains from common shares and this income received or capital gains derived are attributable to past, present or future employment activities of such holder, the income of which is taxable in the Netherlands, the Dutch tax position is not discussed in this summary.

    Dividend withholding tax

    In general, a distribution to shareholders by a company resident in the Netherlands (such as the company) is subject to a withholding tax imposed by the Netherlands at a rate of 15%. Share dividends paid out of the company’s paid-in share premium recognized for Dutch tax purposes are not subject to the abovementioned withholding tax. Share dividends paid out of the company’s retained earnings are subject to dividend withholding tax on the nominal value of the shares issued.

    Relief at source is available to certain qualifying corporate holders of common shares if such common shares are attributable to a business carried out in the Netherlands. Relief at source is available for dividend distributions to certain qualifying corporate holders of common shares resident in EU/EEA member states, and to certain qualifying corporate holders of common shares resident in non-EU/EEA states with which the Netherlands has concluded a tax treaty that includes a dividend article, unless such holder holds the common shares of the company with the primary aim or one of the primary aims to avoid the levy of Dutch dividend withholding tax from another person and the shareholding is put in place without valid commercial reasons that reflect economic reality.

    Upon request and under certain conditions, certain qualifying non-resident individual and corporate holders of common shares resident in EU/EEA member states or in a qualifying non-EU/EEA state may be eligible for a refund of Dutch dividend withholding tax to the extent that the withholding tax levied is higher than the personal and corporate income tax which would have been due if they were resident in the Netherlands. However, this refund is not applicable when, based on the US Tax Treaty, the Dutch dividend withholding tax can be fully credited in the United States by the US holder.

    Pursuant to the provisions of the US Tax Treaty, a reduced rate may be applicable in respect of dividends paid by the company to a beneficial owner holding directly 10% or more of the voting power of the company, if such owner is a company resident in the United States (as defined in the US Tax Treaty) and entitled to the benefits of the US Tax Treaty.

    Pursuant to Dutch anti-dividend stripping legislation, a holder of common shares who is the recipient of dividends will generally not be considered the beneficial owner of the dividends if (i) as a consequence of a combination of transactions, a person other than the recipient benefits, in full or in part, directly or indirectly, from the dividends; (ii) whereby such other person retains, directly or indirectly, an interest similar to that in the common shares on which the dividends were paid; and (iii) that other person is entitled to a credit, reduction or refund of dividend withholding tax that is less than that of the recipient.

    Dividends paid to qualifying exempt US pension trusts and qualifying exempt US organizations are, under certain conditions, exempt from Dutch withholding tax under the US Tax Treaty. Qualifying exempt US pension trusts normally remain subject to withholding at the rate of 15% and are required to file for a refund of the tax withheld. Only if certain conditions are fulfilled, such pension trusts may be eligible for relief at source upon payment of the dividend. However, for qualifying exempt US organizations no relief at source upon payment of the dividend is currently available; such exempt US organizations should apply for a refund of the 15% withholding tax withheld. Further, under certain circumstances, certain exempt organizations (e.g. pension funds) may be eligible for a refund of Dutch withholding tax upon their request pursuant to Dutch tax law. Under Dutch tax law (not yet entered into force), provided certain conditions are met, such (US) organizations may be eligible for relief at source upon request.

    The company may, with respect to certain dividends received from qualifying non-Dutch subsidiaries, credit taxes withheld from those dividends against the Dutch withholding tax imposed on certain qualifying dividends that are redistributed by the company, up to a maximum of the lesser of:

    The reduction is applied to the Dutch dividend withholding tax that the company must pay to the Dutch tax authorities and not to the Dutch dividend withholding tax that the Company must withhold.

    Income and capital gains

    Income and capital gains derived from the common shares by a non-resident individual or non-resident corporate shareholder are generally not subject to Dutch income or corporation tax, unless (i) such income and gains are attributable to a (deemed) permanent establishment or (deemed) permanent representative of the shareholder in the Netherlands; or (ii) the shareholder is entitled to a share in the profits of an enterprise or (in the case of a non-resident corporate shareholder only) a co-entitlement to the net worth of an enterprise that is effectively managed in the Netherlands (other than by way of securities) and to which enterprise the common shares are attributable; or (iii) such income and capital gains are derived from a direct, indirect or deemed substantial participation in the share capital of the company (such substantial participation not being a business asset), and, in the case of a non-resident corporate shareholder only, it is being held with the primary aim or one of the primary aims to avoid the levy of income tax from another person and is put in place without valid commercial reasons that reflect economic reality; or (iv) in the case of a non-resident corporate shareholder, such shareholder is a resident of Aruba, Curacao or Saint Martin with a permanent establishment or permanent representative in Bonaire, Eustatius or Saba to which the common shares are attributable and certain conditions are met; or (v) in the case of a non-resident individual, such individual derives income or capital gains from the common shares that are taxable as benefits from ‘miscellaneous activities’ in the Netherlands (resultaat uit overige werkzaamheden, as defined in the Dutch Income Tax Act 2001), which includes the performance of activities with respect to the common shares that exceed regular portfolio management.

    In general, a holder of common shares has a substantial participation if he holds either directly or indirectly and either independently or jointly with his partner (as defined in the Dutch Income Tax Act 2001), the ownership of, or certain other rights over, at least 5% of the total issued share capital or total issued particular class of shares of the company or rights to acquire direct or indirect shares, whether or not already issued, that represent at any time 5% or more of the total issued capital (or the total issued particular class of shares) or the ownership of certain profit participating certificates that relate to 5% or more of the annual profit or to 5% or more of the liquidation proceeds. A shareholder will also have a substantial participation in the company if one or more of certain relatives of the shareholder hold a substantial participation in the company. A deemed substantial participation amongst others exists if (part of) a substantial participation has been disposed of, or is deemed to have been disposed of, on a nonrecognition basis.

    Estate and gift taxes

    No estate, inheritance or gift taxes are imposed by the Netherlands on the transfer or deemed transfer of common shares by way of gift by or on the death of a shareholder if, at the time of the death of the shareholder or the gift of the common shares (as the case may be), such shareholder is not a (deemed) resident of the Netherlands.

    Inheritance or gift taxes (as the case may be) are due, however, if such shareholder:

    United States Federal Taxation

    This section describes the material United States federal income tax consequences to a US holder (as defined below) of owning common shares. It applies only if the common shares are held as capital assets for United States federal income tax purposes. This discussion addresses only United States federal income taxation and does not discuss all of the tax consequences that may be relevant to a US holder in light of its individual circumstances, including foreign, state or local tax consequences, estate and gift tax consequences, and tax consequences arising under the Medicare contribution tax on net investment income or the alternative minimum tax. This section does not apply to a member of a special class of holders subject to special rules, including:

    This section is based on the Internal Revenue Code of 1986, as amended, its legislative history, existing and proposed regulations, published rulings and court decisions, all as currently in effect, as well as on the US Tax Treaty. These authorities are subject to change, possibly on a retroactive basis.

    If an entity or arrangement that is treated as a partnership for United States federal income tax purposes holds the common shares, the United States federal income tax treatment of a partner will generally depend on the status of the partner and the tax treatment of the partnership. A partner in a partnership holding the common shares should consult its tax advisor with regard to the United States federal income tax treatment of an investment in the common shares.

    A US holder is defined as a beneficial owner of common shares that is, for United States federal income tax purposes::

    A US holder should consult its own tax advisor regarding the United States federal, state and local tax consequences of owning and disposing of common shares in its particular circumstances.

    The tax treatment of common shares will depend in part on whether or not we are classified as a passive foreign investment company, or PFIC, for United States federal income tax purposes. Except as discussed below under “—PFIC Rules”, this discussion assumes that we are not classified as a PFIC for United States federal income tax purposes.

    Taxation of Distributions

    Under the United States federal income tax laws, the gross amount of any distribution paid in stock or cash out of our current or accumulated earnings and profits (as determined for United States federal income tax purposes), other than certain pro-rata distributions of our common shares, will be treated as a dividend that is subject to United States federal income taxation. For a non-corporate US holder, dividends paid that constitute qualified dividend income will be taxable at the preferential rates applicable to long-term capital gains, provided that the non-corporate US holder holds the common shares for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date and provided it meets other holding period requirements. Dividends paid with respect to the common shares generally will be qualified dividend income provided that, in the year in which the dividend is received, the common shares are readily tradable on an established securities market in the United States. Our common shares are listed on the New York Stock Exchange and we therefore expect that dividends will be qualified dividend income. A US holder must include any Dutch tax withheld from the dividend payment in this gross amount even though it does not in fact receive it. The dividend is taxable to a US holder when it receives the dividend, actually or constructively. The dividend will not be eligible for the dividends-received deduction generally allowed to United States corporations in respect of dividends received from other United States corporations. For dividend payments made in euro, the amount of the dividend distribution that a US holder must include in its income will be the US dollar value of the euro payments made, determined at the spot euro/US dollar rate on the date the dividend is distributed, regardless of whether the payment is in fact converted into US dollars. Generally, any gain or loss resulting from currency exchange fluctuations during the period from the date the dividend is distributed to the date a US holder converts the payment into US dollars will be treated as ordinary income or loss and will not be eligible for the special tax rate applicable to qualified dividend income. The gain or loss generally will be income or loss from sources within the United States for foreign tax credit limitation purposes. Distributions in excess of current and accumulated earnings and profits, as determined for United States federal income tax purposes, will be treated as a non-taxable return of capital to the extent of a US holder’s basis in the common shares and thereafter as capital gain. However, we do not expect to calculate earnings and profits in accordance with United States federal income tax principles. Accordingly, US holders should expect to generally treat distributions we make as dividends.

    Subject to certain limitations (including, but not limited to, those described in this paragraph), the Dutch tax withheld in accordance with the US Tax Treaty and paid over to the Netherlands will be creditable or deductible against a US holder’s United States federal income tax liability. However, under recently finalized Treasury regulations, it is possible that the Dutch withholding tax may not be creditable unless a US holder is eligible for and elect to apply the benefits of the US Tax Treaty. Even in such case, the Dutch withholding tax may not be creditable or deductible to the extent that we reduce (as described above under “Dutch taxation - Dividend withholding tax”) the amount of withholding tax paid over to the Netherlands by crediting taxes withheld from certain dividends received by us. In addition, special rules apply in determining the foreign tax credit limitation with respect to dividends that are subject to the preferential tax rates. To the extent reduction or refund of the tax withheld is available under Dutch law, or under the US Tax Treaty, the amount of tax withheld that could have been reduced or that is refundable will not be eligible for credit against United States federal income tax liability. Dividends will generally be income from sources outside the United States, and will generally be “passive” income for purposes of computing the foreign tax credit allowable to the holder. In addition, to the extent an amount of Dutch tax withheld is contingent on the availability of a credit against the amount of income tax owed to another country, that amount of Dutch tax withheld will not be eligible for a credit against the US holder’s United States federal income tax liability.

    Taxation of Capital Gains

    A US holder that sells or otherwise disposes of its common shares will recognize capital gain or loss for United States federal income tax purposes equal to the difference between the US dollar value of the amount that it realizes and its tax basis, determined in US dollars, in its common shares. Capital gain of a non-corporate US holder is generally taxed at preferential rates where the property is held more than one year. The gain or loss will generally be income or loss from sources within the United States for foreign tax credit limitation purposes.

    Passive Foreign Investment Company Rules

    We believe that the common shares should currently not be treated as stock of a PFIC for United States federal income tax purposes, and we do not expect to become a PFIC in the foreseeable future. However, this conclusion is a factual determination that is made annually and thus may be subject to change. It is therefore possible that we could become a PFIC in a future taxable year. If we are treated as a PFIC, gain realized on the sale or other disposition of the common shares would in general not be treated as capital gain. Instead, unless a US holder elects to be taxed annually on a mark-to-market basis with respect to the common shares, a US holder would generally be treated as if it had realized such gain and certain “excess distributions” ratably over the holding period for the common shares and would be taxed at the highest tax rate in effect for each such year to which the gain was allocated, in addition to which an interest charge in respect of the tax attributable to each such year would apply. Any dividends received by a US holder will not be eligible for the special tax rates applicable to qualified dividend income if we are treated as a PFIC with respect to such US holder either in the taxable year of the distribution or the preceding taxable year, but instead will be taxable at rates applicable to ordinary income and subject to the excess distribution regime described above.

    8Environmental, Social and Governance

    Environmental, Social & Governance (ESG) are three key dimensions within which a company’s approach to doing business responsibly and sustainably, and its overall societal impact, are defined. They give expression to an increasingly widely held view – that companies that hold themselves accountable to their stakeholders and increase transparency will be more viable, and valuable, in the long term. 

    Philips is a purpose-driven company aiming to improve the health and well-being of 2.5 billion people annually by 2030. We believe that private-sector companies like ours have a vital role to play in collaborating with other partners across our supply chain, and with private and public organizations in society, to address the major challenges the world is facing. 

    Taking a multi-stakeholder approach, we draw inspiration from the societal impact we can have through our products and solutions, and through how we operate in the world. Our company is very conscious of our responsibility and our contribution to society and the environment. We are also witnessing growing interest in ESG on the part of our customers, who are increasingly turning to technology companies for support in addressing their sustainability objectives and are including ESG-related considerations in their procurement policies and criteria. 

    We aim to be a front-runner in the area of ESG and have been recognized as leading the way in, for example, sustainability, corporate governance practices and tax transparency. 

    Our reporting is aligned with the comprehensive and integrated Environmental, Social & Governance (ESG) commitments we have adopted for the period 2020-2025.

    We have excluded the data from Domestic Appliances from the ESG information wherever possible. In a limited number of cases, for example for road logistics emissions, we have used proxies. If Domestic Appliances information was not available for past years, and could therefore not be excluded, we have indicated this in the respective section. The Employee Engagement Index (EEI) and General Business Principles (GBP) results have not been restated.

    8.1ESG reporting framework

    Building on our extensive experience of environmental and social impact measurement and of providing transparency on governance, Philips has taken an active role – in collaboration with, in particular, the International Financial Reporting Standards (IFRS) Foundation, the World Economic Forum (WEF) and the European Union – to help drive the evolution towards a standard ESG reporting framework.

    In 2007, Philips signed up to the United Nations Global Compact, to advance ten universal principles in the areas of human rights, labor, the environment and anti-corruption. In 2017, at the WEF Annual Meeting in Davos, we signed the Compact for Responsive and Responsible Leadership – an initiative (initiated by WEF and Philips) to promote and align the long-term sustainability of corporations and the long-term goals of society, with an inclusive approach for all stakeholders. The WEF secured a commitment from over 140 CEOs to align their corporate values and strategies with the United Nations’ Sustainable Development Goals (SDGs).

    In 2020, the WEF’s International Business Council (IBC) published its core set of Stakeholder Capitalism Metrics and disclosures. These can be used by companies to align their mainstream reporting on performance against environmental, social and governance (ESG) indicators and track their contributions towards the SDGs on a consistent basis. Thus far, 135 companies reported in line with this framework. Based where possible on existing standards, the full set is comprised as follows: 

    The recommended metrics are organized under four pillars that are aligned with the SDGs and principal ESG domains: Principles of Governance, Planet, People and Prosperity. There is no intention to replace industry- or company-specific metrics (like our Lives Improved metric). Companies are encouraged to report against as many of the core and expanded metrics as they find material and appropriate, on the basis of ‘disclose or explain’. 

    In section 5.6 of this Annual Report, we show how Philips performed in 2022 on the above-mentioned 21 Core metrics, mapped to the three dimensions of our ESG commitments, as well as a number of additional Philips-specific metrics that we consider fundamental to the strategy and operation of our business.

    Philips is also contributing to the IFRS Foundation’s endeavors to drive standardization of non-financial reporting as well as the development of sustainability standards by the European Union by EFRAG.

    EU taxonomy framework

    The aim of the European Taxonomy Regulation (EU 2020/852), including the delegated acts adopted thereunder, is to provide companies, investors and policymakers with appropriate criteria for determining which economic activities can be considered environmentally sustainable, and it requires companies to report on how and to what extent their activities are associated with such ‘taxonomy-eligible activities’. The Taxonomy Regulation is relatively new and there are after the first year of reporting (2021) still significant uncertainties around its phased implementation. It is expected, however, that the EU Taxonomy will develop into a comprehensive and detailed framework over the coming years.

    The Taxonomy Regulation provides certain conditions for taxonomy alignment. Among others, the relevant activity must substantially contribute to one or more of the following six environmental objectives (while not significantly harming any of the others):

    1. Climate change mitigation
    2. Climate change adaptation
    3. The sustainable use and protection of water and marine resources
    4. The transition to a circular economy
    5. Pollution prevention and control
    6. The protection and restoration of biodiversity and ecosystems

    The delegated acts adopted under the Taxonomy Regulation will provide technical screening criteria which must also be met to constitute taxonomy alignment. On the date of this Annual Report 2022, only one relevant delegated act has been adopted, concerning activities significantly contributing to climate change mitigation and adaptation.

    The taxonomy framework provisions effective on the date of this Annual Report 2022 require Philips to disclose the proportion of its taxonomy-eligible activities (described in any delegated act adopted to date) and non-eligible economic activities in its total turnover, capital and operational expenditure, as well as certain qualitative information. We used the delegated act ((EU) 2021/2139) to identify activities that are eligible. However, none of our revenue-generating activities were included as this delegated act only applies to sectors with very high CO2 emissions. As a result, Philips’ core activities are not within the scope of this delegated act and consequently none of Philips' revenues were eligible under this delegated act during 2022 (0%). All revenues were non-eligible (100%). We used delegated act (EU) 2021/2178 for the definition and calculation of the taxonomy-eligible percentages. Revenue is calculated based on ’Sales’ as per Consolidated statements of income. Philips expects to be eligible and report its taxonomy-eligible revenues under additional environmental objectives as further delegated acts with applicable technical screening criteria are adopted.

    Philips Group

    Proportion of turnover from products or services associated with Taxonomy aligned economic activities 2022

    in millions of EUR unless otherwise stated

    Economic activitiesAbsolute TurnoverProportion of turnover
    A. ELIGIBLE ACTIVITIES

      
    Turnover of eligible Taxonomy-aligned activities (A.1)00%
    Turnover of eligible not Taxonomy-aligned activities (A.2)00%
    Total (A.1 + A.2)

    00%
    B. Taxonomy-non-eligible activities

      
    Turnover of Taxonomy-non-eligible activities (B)17,827100%
    Total (A + B)17,827100%

    Some other (enabling) Philips activities are included in the delegated act ((EU) 2021/2139) and are eligible for capital expenditures for the objective of climate change mitigation and climate change adaptation. We therefore screened (EU) 2021/2139, assessed our capital expenditure and identified relevant activities mainly related to our real estate portfolio. For these activities, capital expenditures are determined based on the 2022 additions to property, plant and equipment, intangible assets, and additions to right-of-use assets, excluding any re-assessments (refer to Property, plant and equipment and Intangible assets excluding goodwill).

    Reportable taxonomy-eligible capital expenditures in 2022 amounted to EUR 8 million, or 1% of total capital expenditure (non-eligible capital expenditures 99%), and mainly related to energy efficiency improvement measures in our buildings (installation, maintenance and repair of energy efficiency equipment), such as energy efficient heating, ventilation, and air conditioning (HVAC) in various locations around the world. Next, we invested in onsite renewable electricity generation (installation, maintenance and repair of renewable energy technologies) by installing PV panels in one of our factories in Asia.

    We assessed compliance with the criteria set out in Article 3 of Regulation (EU) 2020/852 and the associated technical screening criteria on a project basis.

    Philips Group

    Proportion of CapEx from products or services associated with Taxonomy aligned economic activities 2022

    in EUR unless otherwise stated

       Substantial contribution criteria  

    DNSH criteria

    ('Do No Significant Harm') 

        
    Economic activities
    Absolute CapExProportion of CapExClimate change mitigationClimate change adaptionWater and marine resourcesCircular economyPollutionBiodiversity and ecosystems Climate change mitigationClimate change adaptionWater and marine resourcesCircular economyPollutionBiodiversity and ecosystemsMinimum safeguardsTaxonomy-aligned proportion of CapEx 2022Taxonomy-aligned proportion of CapEx 2021Category (enabling activity or transitional activity)
      %%%%%%% Y/NY/NY/NY/NY/NY/NY/N%%E/T
    A. ELIGIBLE ACTIVITIES                   
    A.1 Eligible Taxonomy-aligned activities                   
    4.16 Installation and operation of electric heat pumps234,000010000000  YYYYYY0NAE
    7.2 Renovation of existing buildings121,000010000000  YYYYYY0NAT
    7.3 Installation, maintenance and repair of energy efficient equipment7,720,000110000000  YYYYYY1NAE
    7.4 Installation, maintenance and repair of charging stations for electric vehicles61,000010000000  YYYYYY0NAE
    7.6 Installation, maintenance and repair of renewable energy technologies240,000010000000  YYYYYY0NAE
    CapEx of eligible Taxonomy-aligned activities (A.1)8,376,000                  
    A.2. Eligible not Taxonomy aligned activities                   
    No eligible not Taxonomy aligned activiites identified                   
    CapEx of eligible not Taxonomy-aligned activities (A.2)0                  
    Total (A.1 + A.2)8,376,000110000000  YYYYYY100NAE
    B. Taxonomy-non-eligible activities                   
    CapEx of Taxonomy-non-eligible activities (B)591,600,00099                 
    Total (A+B)600,000,000100                 

    Similar to capital expenditures, we screened (EU) 2021/2139, assessed for relevant operational expenditures activities and have not identified any eligible operational expenditure. Total operational expenditures are determined based on the 2022 non-capitalized costs that relate to research and development, building renovation, short-term lease, maintenance and repair, and any other direct expenditures relating to day-to day servicing of property, plant and equipment.

    In 2022, we did not record reportable taxonomy-eligible operational expenditures (0%), as, for example, the sourcing of renewable energy was not included in the Taxonomy. Non-eligible operational expenditures were 100%.

    Philips Group

    Proportion of OpEx from products or services associated with Taxonomy aligned economic activities 2022

    in millions of EUR unless otherwise stated

    Economic activitiesAbsolute OpExProportion of OpEx
    A. ELIGIBLE ACTIVITIES

      
    OpEx of eligible Taxonomy-aligned activities (A.1)00%
    OpEx of eligible not Taxonomy-aligned activities (A.2)00%
    Total (A.1 + A.2)

    00%
    B. Taxonomy-non-eligible activities

      
    OpEx of Taxonomy-non-eligible activities (B)2,276100%
    Total (A + B)2,276100%

    We followed the same accounting principles as in our financial statements.

    We will continue to monitor legislative developments and adapt our disclosures where needed.

    8.2Philips' ESG commitments

    In September 2020, Philips reinforced its commitments as a purpose-driven company with the announcement of an enhanced and fully integrated approach to doing business responsibly and sustainably. Philips’ framework comprises a comprehensive set of key commitments across all the Environmental, Social and Governance (ESG) dimensions that guide execution of the company’s strategy. It includes ambitious targets and detailed plans of action. 

    As a leading health technology company today, our purpose is to improve people’s health and well-being through meaningful innovation, positively impacting 22.5 billion lives per year by 2025.2030. We aim to grow Philips responsibly and sustainably, and we therefore continuously set ourselves challenging environmental and social targets, and highest standards of governance. Acting responsibly towards the planet and society is part of our DNA. We believe that this is the best way for us to create superior, long-term value for Philips’ multiple stakeholders. 

    Our key ESG commitments

    Environmental 

    We act responsibly towards our planet in line with UN SDGs 12 and 13. 

    • We will maintain carbon neutrality and use 75% renewable energy in our operations by 2025.
    • While maintaining carbon neutrality in our operations, weWe will reduce COCO₂ emissions in our entire value chain in line with a 1.5 °C global warming scenario (based on Science Based Targets). We will actively partner with our suppliers and our customers to achieve this.
    • We will generate 25% of our revenue from circular products, services and solutions contributing to circularity, and offer a trade-inresponsible take-back on all professional medical equipment so that we can take care of responsible repurposing by 2025.
    • We will embed circular practices at our sites and put zero waste to landfill by 2025. 
    • AllWe will design all new product introductions will fulfillin line with our EcoDesign requirements by 2025, with ‘EcoHeroes’ accounting for 25% of hardware revenues.
    • We work with our suppliers to reduce the environmental footprint of our supply chain in line with a 1.5 °C global warming scenario (based on Science Based Targets). 
    • We engage with our stakeholders and other companies to drive sustainability efforts addressing the United Nations Sustainable Development Goals.

    Social 

    Our purpose is to improve people’s health and wellbeingwell-being through meaningful innovation, in line with UN SDG 3. We act responsibly towards society and partner with our stakeholders 

    • We aim to improve the health and well-being of 2 billion people per year by 2025, including 300 million people in underserved communities. 
    • It is our strategy to lead with innovative solutions along the health continuum – helping our customers deliver on the Quadruple Aim (betterbetter health outcomes, a better experience for patients and staff, lower cost of care)care, and helping people take better care of their health. 
    • We aim to be the best place to work for our employees, providing opportunities for learning and development, embracing diversity and inclusion, and assuring a safe and healthy work environment. We pay at least a living wage and aim for employee engagement above the high-performance norm. 
    • Through our supplier development program we will improve the lives of 1,000,000 workers in our supply chain by 2025. 
    • We actively engage with and support the communities in which we operate, e.g. through volunteering, internships, STEM (Science, Technology, Engineering, Mathematics) initiatives. 
    • We contribute to the Philips Foundation, an independent foundation (stichting) organized under Dutch law, which aims to provide access to quality healthcare for disadvantaged communities. 
    • We consider our tax payments as a contribution to the communities in which we operate, as part of our social value creation.

    Governance 

    We aim to deliver superior long-term value for our customers and shareholders, and we live up to the highest standards of ethics and governance in our culture and practices 

    • Our management structure and governance combines responsible leadership and independent supervision. 
    • The Philips Business System is ourOur integrated operating model. Itmodel defines how we work together to delight our customers and achieve our company goals, leveraging our global scale and capabilities. 
    • We are committed to delivering the highest-quality products, services and solutions compliant with all applicable laws and standards. 
    • Our remuneration policy is designed to encourage employees to deliver on our purpose and strategy and create stakeholder value, and to motivate and retain them. Our executive long-term incentive plan includes environmental and social commitments. 
    • We ensure ethical behavior through our General Business Principles, with a strong compliance and reporting framework. 
    • Our risk management is designed to provide reasonable assurance that strategic and operational objectives are met, legal requirements complied with, and the integrity of the company’s reporting and related disclosures safeguarded. 
    • We are transparent about our plans, activities, results and contributions to society (e.g. Country activity and Tax report), and engage with shareholders, customers, business partners, governments and regulators through a variety of platforms.

    8.38.2Environmental performance

    In September 2020, we launched our ESG commitments, with ambitious targets to be achieved by the end of 2025. Besides our social impact, focusing on SDG 3, described in the Social performance section, weWe have an environmental impact through our global operations (including our supply chain), but even more so through our products and solutions. This is where we contribute to SDG 12 (Ensure sustainable consumption and production patterns) and SDG 13 (Take urgent action to combat climate change and its impacts).

    EnvironmentalMeasuring our environmental impact

    Philips has been performing Life-Cycle Assessments (LCAs) since 1990. LCAs provide insight into the lifetime environmental impact of our products. They are used to steer our EcoDesign efforts by reducing the environmental impact during the lifetime of our products and to grow our Green/EcoDesigned/EcoHero and Circular Solutions portfolio. As a next step, for the sixthseventh year, we have measured our environmental impact on society at large via a so-called Environmental Profit & Loss (EP&L) account, which includes the hidden environmental costs associated with our activities and products. It provides insights into the main environmental hotspots and innovation areas to reduce the environmental impact of our products and solutions.

    The EP&L account is based on LCA methodology, in which the environmental impacts are expressed in monetary terms using conversion factors developed by CE Delft. These conversion factors are subject to further refinement and are expected to change over time. We used expert opinions and estimates for some parts of the calculations. The figures reported are Philips’ best possible estimates. As we gain new insights and retrieve more and better data, we will enhance the methodology, use-cases and accuracy of results in the future. For more information and details we refer to our methodology document.

    The definition of the use-case scenarios has a significant impact on the result, especially for consumer products, which have large sales volumes, long lifetimes and frequently high energy consumption.

    The current EP&L account only includes the hidden environmental costs. It does not yet include the benefits to society that Philips generates by improving people’s health and well-being through our products and solutions. We have a well-established methodology to calculate the number of lives we positively touch with our products and solutions. We aim to look into valuing these societal benefits in monetary terms in the future.

    The Philips products subject to the Respironics recall were evaluated as part of the 20222023 EP&L calculation. In accordance with the EP&L methodology, products replaced during the recall by new products with lifetime guarantees were included in the 20222023 EP&L calculation for all life cycle stages. Refurbished products and repair kits were not included. 

    Results 20222023

    InCompared to the adjusted 2022 Philips'EP&L impact of EUR 4.38 billion, Philips reduced its environmental impact amountedin 2023 to EUR 1.63 billion, compared4.21 billion. This is mainly due to EUR 2.16 billiondifferences in 2021. This reductionsales mix (including the impact of the Respironics recall).

    The increase in the 2022 baseline was mainly driven by updated energy use cases for hair dryers (causing a reduction of around EUR 450 million) and a changed product mix (causing a EUR 250 million reduction), but was mitigatedmainly driven by the update to the EcoInvent 3.83.9.1 database using ReCiPe 2016 (our Life Cycle Inventory database containing environmental impacts of products and services, causing around EUR 75 million increase)services) from the EcoInvent 3.8 database using ReCiPe 2008, and further granulation of the data, includingupdate to the application of country2023 CE Delft prices for EU27 from the 2017 CE Delft prices for Dutch territory only. Philips updates the EcoInvent database used on a yearly basis to utilize recent emission factors (causing aroundand in this case, to utilize the current ReCiPe 2016 methodology. Additionally, the CE Delft prices for EU27 were more representative of a global manufacturing company, like Philips.

    To understand the changes to the 2022 EP&L and have a comparable baseline for the 2023 reporting, please refer to the following chart: 

    Drawing or illustration

    The majority of this increase can be attributed to the increase in the emission factors and/or prices for the following environmental impact categories on the lifecycle stages included in the 2022 EP&L:

    Additionally, the environmental impact categories associated with biodiversity and ecosystem services were included, which amounted to approximately EUR 10061 million. Therefore, the total increase attributed to methodology changes to the 2022 EP&L with the existing 2022 lifecycle stages is EUR 2.48 billion. Additionally, to compare the 2022 EP&L with the 2023 EP&L, the Raw Material Processing and Raw Material Waste lifecycle stages should be included (adding some EUR 302 million increase)to the 2022 EP&L). With the inclusion of data quality improvements and corrections performed in 2023, the 2022 EP&L would be approximately EUR 4.38 billion.

    The most significant environmental impact, 63%51% of the total, is related to the usage of our products, which is due to electricity consumption. Human toxicity, particulate matter formation, and climate change are other important impacts. The environmental costs include the environmental impact of the full lifetime of the products that we put on the market in 2022,2023, e.g. 10 years in the case of a MRI or 5 years of usage in the case of a Sonicare toothbrush. Products identified as rentals are the only exception, with an energy consumption of one year. As we expand our EcoDesign activities, with a target to have all our products EcoDesigned by 2025, we expect anto better report on its environmental impact in the years to come.

    Of the total 20222023 impact, just EUR 128261 million (7%(6%) is directly caused by Philips’ own operations, mainly driven by outbound logistics, followed by business travel. Compared to EUR 106128 million in 2021,2022, this is almost a 21%two times increase, mainly due to more granular data on our operations and updating the emission factors from EcoInvent 3.43.8 to EcoInvent 3.8,3.9.1 and the prices to the 2023 CE Delft prices for EU27, mitigating the downward trend in logistics emissions as presented in Sustainable Operations.

    Drawing or illustration

    Our materials and components supply chain, including raw materials supply, raw materials processing, raw materials waste, and packaging currently has an environmental impact of some EUR 421 million,1.80 billion, which is 26%43% of our total environmental impact. The main contributors are the electronic components (including printed circuit boards), cables and metals used in our products. Through our Circular Economy and Supplier Sustainability programs we will continue to focus on reducing the environmental impact caused by the materials we source and apply in our products. We will also include the impact on biodiversity and ecosystem services in the future.

    Drawing or illustration

    In order to deliver on our carbon neutrality commitment, we have set ambitious reduction targets. In 2018, we were the first health technology company to have its 2020-2040 targets (including purchased goods and services and the use-phaseuse of oursold products) approved by the Science Based Targets initiative – a collaboration between CDP (formerly Carbon Disclosure Project),showing our commitment to drive climate action across the United Nations Global Compact (UNGC),value chain, from suppliers to customers, and ensuring that we contribute to the World Resources Institute (WRI) and the World Wide Fund for Nature (WWF) aimed at driving ambitious corporate climate action. Approval confirms that Philips’ long-term targets are in line with the level of decarbonization required to keep the global temperature increase below 2 °C. As a next step in our journey to reduce our environmental impact, and part of our ESG commitments launched in September 2020, we have committed to reduce our full value chain emissionsstay in line with a 1.5 °C global warming scenario.scenario, as agreed in the Paris Agreement. Together with the insights gained through the EP&L we will optimize our climate impact by providing our businesses with actionable insights. For more information on our climate performance please refer to Climate Action.

    For more information on our efforts to reduce emissions in the supply chain, please refer to Supplier indicatorssustainability.

    For more information on our efforts to reduce emissions in the customer use-phase, please refer to Green/EcoDesigned Innovation and Green/EcoDesigned and EcoHero Revenues.

    8.3.18.2.1Green/EcoDesigned InnovationClimate Action

    Carbon footprint and energy efficiency

    At Philips, we see climate change as a serious threat. Research from the Potsdam Institute for Climate Impact researchResearch shows that over 4% of global CO2 emissions are caused by the Healthcarehealthcare sector. Therefore, we are taking action to rethink our business models and decouple economic growth from the impact we have on the environment. We believe large corporates should lead the transition to a low-carbon economy. This will not only benefit the environment, but will also positively impact social and economic aspects.

    Operational carbon footprint

    During the COP21 United Nations Climate Conference in Paris in 2015, we committed to become carbon-neutral in our operations, pursue all efforts to reduce our operational emissions, source all our electricity from 100% renewable sources, and offset all unavoidable emissions by year-end 2020. We delivered on a comprehensive program that included energy-efficiency improvements, on-site renewables, and Power Purchase Agreements, as well as business travel improvements and transport mode shifts to low-carbon-emitting alternatives. As a result, we have significantly reduced our operational carbon footprint.

    Since 2020, Philips has been carbon-neutral in its operations (scope 1, scope 2, and scope 3 - business travel and transportation & distribution). Although we prioritize carbon reduction, our comprehensive carbon offsetting program is still necessary to ensure carbon neutrality in our own operations.

    Philips Group

    Net operational carbon footprint

    in kilotonnes CO2 -equivalent

    Chart visual
    Driving emission reductions across the value chain

    Having achieved our 2020 carbon neutrality target, we have raised the bar and set ambitious emission reduction targets to ensure we help limit the impact of global warming throughout our value chain – collaborating with suppliers and customers to amplify our impact. Philips is committed to addressing climate change by establishing ambitious long-term emission reduction targets, officially approved by the Science Based Targets initiative (SBTi). We have added the emissions from our (scope 3 categories) Purchased Goods & Services and Use of Sold Products retrospectively to define a baseline (2020). With these additions, we cover approximately 96% of our value chain emissions.

    For all of our SBTi-approved and 1.5 °C-aligned targets, baselines and performance, please refer to the following table. These targets follow the cross-sector guidance of the SBTi. Philips was the first health technology company to have its targets approved by the SBTi.

    Philips Group

    Science Based Targets

    reduction % compared to baseline

    Scope coverage202520302040
    Absolute Contraction Approach (ACA) emission reduction targetsScope 1 & 2 (Baseline 2015)100%-75%-90%
    Scope 3 (Baseline 2020)96%-42%

    In establishing our Greenhouse Gas (GHG) emissions baseline, the selection of the base year is guided by several considerations. More precisely, it is driven by historical data availability, the stability of operations during that period, and the desire to capture a representative snapshot of our emissions profile. In particular, we consider factors such as significant changes in business operations, facility expansions, or the implementation of emission reduction initiatives.

    Despite the unprecedented challenges brought about by the COVID-19 pandemic, the year 2020 stands out as a significant year for Philips, marked by a level of relative stability in both customer base and emissions profile. In contrast, the year 2015 was selected as the baseline for scope 1 and 2 emissions due to it being the earliest feasible date for measurement and target-setting in alignment with the Paris Agreement. Should enhancements in data quality or methodological changes lead to an emission deviation exceeding 5% compared to our current baseline emissions, we are committed to restating the baseline in accordance with the Science Based Targets initiative.

    How we will drive emission reduction across the value chain

    By joining forces with customers and suppliers, we can reduce our shared carbon footprint and create a sustainable and more resilient healthcare industry. To deliver, we will focus on the following four objectives, in order of magnitude:

    Designing energy-efficient products and collaborating with our customers to reduce emissions during the use-phase

    More and more, customers – both in healthcare and retail – are seeking solutions that are less impactful on the environment. To address that demand, we are continuously reducing the climate impact of our products by increasing the energy efficiency of our existing installed base and future product introductions. We see improving energy efficiency as a huge lever to deliver on our value chain emission reductions. More information can be found on our sustainability website.

    Collaborating with our suppliers to reduce emissions in our supply chain

    There is a pressing need for industry and business to manage and reduce CO2-e emissions across the entire value chain – including at supplier level. To this end, we have invited many of our largest suppliers – first-tier manufacturing and transportation-related suppliers – to report their climate performance and strategy as part of the Carbon Disclosure Project (CDP) Supply Chain program. Additionally, we engage with these suppliers to reduce their emissions as part of our Supplier Sustainability program. More information can be found on our sustainability website.

    Minimizing our climate impact by adopting circular economy principles

    From a climate perspective, applying circular business models can lead to a significant emission reduction. As the value of materials is retained, the need for virgin resources is significantly reduced, and consequently, the need for e.g. energy to produce those virgin materials, leading to reduced emissions. This is also part of our Circular Economy program. More information can be found on our sustainability website.

    Transitioning to lower carbon-emitting energy at our sites

    By continuing to phase out fossil fuels at our sites and increase our global renewable energy share, we will be able to achieve our long-term emission targets (scope 1 and 2). This entails, for example, moving towards geothermal and renewable district heating and cooling solutions where available. More information can be found on our sustainability website.

    Recognition

    Our efforts are acknowledged by CDP (formerly known as the Carbon Disclosure Project), a global NGO that assesses the greenhouse gas (GHG) emission performance and management of reporting companies. In 2023, we were ranked on the CDP Climate Change ’A’ List for our continued climate performance and transparency for the 11th consecutive year. None of our peers can claim the same.

    Actions related to the achievement of our targets are governed by our Environmental policy, which incorporates input from Philips' regulatory, design, sustainability, supply chain, and operations stakeholders, as well as the voice of our customers to minimize their environmental footprint. 

    Philips reports all its emissions in line with the Greenhouse Gas Protocol (GHGP).

    8.2.2Circular Economy

    A circular economy aims to decouple economic growth from the consumption of natural resources and ecosystems by optimizing their use, eliminating waste and pollution, and circulating products and materials for as long as possible, while giving natural systems the opportunity to regenerate themselves. The way we take, make and use materials has a significant impact on both climate and nature, as 45% of global GHG emissions come from the way products are made and used, and more than 90% of biodiversity loss stems from extraction and processing. Bringing this back to Philips’ impact on the planet, our use of materials accounts for over 40% of our environmental impact based on our EP&L methodology, which includes raw material supply, processing, waste and packaging. Therefore, in addition to the use of renewable resources and energy efficiency, the transition to a circular economy will be essential to meet our global climate goals.

    Our Circular Economy program

    The Circular Economy program at Philips ran for the 11th year in 2023, building on more than 30 years' experience of applying resource efficiency through our sustainability programs. Our ambition is to help our customers to ‘do more with less’ and drive the circular transformation across the value chain together with our partners. We apply Philips’ circularity principles ‘use less, use longer and use again’ across five strategic areas:

    Philips Group

    Progress towards Philips' 2025 circularity targets

    MetricsUnit2020 Baseline2022 Results2023 Results2025 TargetsKey actions to deliver on 2025 targets
    Resource inflows & outflows (products)
    Circular revenues%1518.220.025Grow sales from products, services and solutions that use less virgin materials, optimize and extend product lifetime, recirculate materials
    Resource inflows & outflows (waste)
    Zero waste to landfill%2.60.00.0less than 0.5Minimize waste to landfill
    Circular materials management%90919195Avoid waste by increasing the recirculation of discarded materials
    Resource inflows (products)
    Close the loop on medical equipment#Achieved for large medical equipmentExtend to small medical equipmentAdopt policy ensuring responsible end-of-use management

    Philips has committed to voluntary circularity targets to be delivered by 2025 as part of our externally communicated 2025 Sustainability Commitments. Key actions to deliver on these are stated in the above table. In 2023, Philips increased its circular revenues by 1.8% compared to the previous year, mainly driven by circular design of software and hardware. We implemented sharpened circular revenue requirements to further align with developments on circularity metrics and reporting disclosures. For example, external trends on metrics led to further sharpening of the definition of our software contributions. We also brought our circular revenue reporting more in line with our circular strategy on design and closing the loop. 

    In 2023, Philips achieved 91% circular materials management, comparable to 2022. We continued the emphasis on our Zero Waste to Landfill KPI, achieving 0.0% waste to landfill, compared to 0.0% in 2022. 

    We reclaimed more than 11,500 systems or pieces of equipment in 2023. The main driver was our take-back program for patient monitors.

    8.2.3Biodiversity and Ecosystem Services

    Philips recognizes the importance of healthy ecosystems and biodiversity for our company, our employees, and society. Therefore, Philips has developed the Natural Capital program, which is an addition to existing sustainability programs. This program is dedicated to reducing Philips’ impacts on natural capital, focusing on our chemicals footprint, water consumption, and improving biodiversity and ecosystem services. By systematically quantifying and reducing the environmental impact of our operations, supply chain and the use-phase of our products, we actively aim to protect and restore biodiversity. Philips acknowledges its dependency and impact on natural capital and aims to iteratively improve its understanding to drive regenerative decisions.

    Philips aims to restore and enhance biodiversity and ecosystem services (BES) at our industrial sites and to actively promote ecosystem restoration activities through partnerships with, among others, NGOs, local communities, and governments. The Natural Capital program is focused, taking our 23 manufacturing sites as a starting point; Philips has created a BES community and trained employees on all these sites in ecosystem services. As a result, the ecosystem services of Philips' global manufacturing sites have been mapped and quantified. Based on this data, Philips evaluated the total area and ecological value of each manufacturing site and established the first BES data baseline to measure BES improvements by 2024.Together with our partners, we are working to develop more advanced BES metrics suitable for industrial areas.

    In 2022, our manufacturing sites delivered some 80 potential measures to enhance biodiversity on-site. Philips implemented 30% of the biodiversity improvement measures selected for the short term at a number of sites in 2023, e.g. planting native trees in India, creating flower gardens in China, and creating habitats for endangered bee species in Central America. Furthermore, we have published our first Taskforce on Nature-related Financial Disclosures (TNFD) report and aim to set ourselves Science Based Targets for Nature (SBTN) in the future.

    Philips aims to expand BES improvements in 2024 and track BES performance at our manufacturing sites with a new ecosystem services mapping according to our Environmental Policy. Improving BES at our manufacturing sites, and thereby also improving the working environment, is a contributor to making Philips the ’best place to work’, one of the ESG commitments Philips announced in 2020. Furthermore, healthy ecosystems support our efforts to mitigate climate risks assessed in our TCFD report for our sites.

    As can be derived from our Environmental Profit & Loss (EP&L) account, the environmental impact of Philips’ sites is limited, as they are not very energy-intensive, are 100%-powered with electricity from renewable sources, do not emit large quantities of high-impact substances, and are not water-intensive. At the same time, Philips is aware that the total environmental impact of the full value chain is substantial, especially upstream in the mining industry. Philips considers improving biodiversity on its own land as a first important step towards reducing biodiversity impact over the full value chain.

    Having become carbon-neutral in our operations by year-end 2020, and with our drive to send zero waste to landfill, focus on circular materials management, and enhance BES, the environmental impact of our sites will be further optimized in the years to come.

    8.2.4Green/EcoDesigned Innovation

    At Philips, we recognize that human health and environmental health go hand in hand. In 2022, the United Nations declared the ability to live in a clean, healthy and sustainable environment a human right.

    Climate change poses a threat to health and is expected to cause some 250,000 additional deaths per year globally, according to the World Health Organization. It creates a pressing need – together with global resource constraints, growing and aging populations, and the rise of chronic diseases – for resilient and sustainable healthcare models.

    We see a growing demand from our customers, including hospitals, to reduce their environmental impact, reduce waste and decarbonize healthcare. Our Green/EcoDesigned Innovation – the Research & Development spend related to the development of new generations of Green/EcoDesigned products and solutions and Green technologies, addressing SDG 12 (Ensure sustainable consumption and production patterns) – is focused on addressing that impact.

    Sustainable Innovation is the Research & Development spend related to the development of new generations of products and solutions that address the United Nations’ Sustainable Development Goals 3 (Ensure healthy lives and promote well-being for all at all ages) or 12.

    In 2022,2023, Philips invested EUR 168142 million in Green/EcoDesigned Innovation, a reductiondecrease compared to 20212022 due to the completionmore demanding EcoDesign criteria, a growing share of a  number of sizeable innovation projectsspend in the course of 2022.software, for which reporting processes still need to be further implemented, and reduced R&D investments at Philips. We expect thisGreen/EcoDesigned Innovation spend to increase again in the years to come. In 2022, overcome, as one of our 2025 ESG commitments is to design all our new product introductions in line with our EcoDesign requirements by 2025. Over EUR 1.81.5 billion was invested in Sustainable Innovation.

    As the current EU Taxonomy delegated act only applies to sectors with highest CO2 emissions, Philips’ activities are not within the scope of this delegated act and consequently none of Philips' R&D investments were eligible under this taxonomy during 2022.Innovation in 2023.

    Philips Group

    GreenGreen/EcoDesigned Innovation per segment

    in millions of EUR

    Chart visual
    Chart visual

    Diagnosis & Treatment businesses

    Philips develops innovative diagnosis and treatment solutions that support precision diagnosis and effective, minimally invasive interventions and therapy, while respecting the limits of natural resources. Investments in Green Innovation in 20222023 amounted to EUR 78 million, a reduction compared to EUR 93 million comparable to EUR 96 million in 2021.2022.

    All Philips EcoDesign/Green Focal Areas are taken into account as weWe aim to reduce environmental impact over the total lifecycle.lifecycle and our Green/EcoDesign innovations focus on four areas: Energy, Substances, Circularity, and Packaging. Energy efficiency is an area of focus, especially for our large imaging systems such as MRI. Through circular-readycircular design, Philips also pays particular attention to enabling the reduction in use of virgin materials, for example, through designing for low weight and enabling the upgrading and reuse pathways, sore-use of our products. As a result, our customers can, for example, benefit from enhancements in workflow, dose management and imaging quality and availability of re-used service parts with the equipment they already own.quality. In addition, we are reducing the amountsubstances of hazardous substanceconcern and improving our packaging. We continued to actively partner with multiple leading care providers to investigate innovative ways to reduce the environmental impact of healthcare, for example by maximizing energy-efficient use of medical equipment (by for example(e.g. by introducing EcoModes) and optimizing lifecyclelifetime value. Philips aims to closeclosed the loop on all medicallarge equipment that becomes available to us by the end of 2025. To achieve this target, we actively drive trade-ins2020, by structurally embedding a responsible take-back policy into its customer trade-in offers. This means that for all equipment that a customer is willing to trade-in at end of use, Philips will take it back for refurbishment and parts recovery where feasible, or locally recycle it in markets where de-install, trade-ina certified way to ensure it does not end up in landfill. Sustainable design and reverse logistics capabilities are in place,innovation help to further increase the value created and build these capabilities in countries that do not yet have them.decrease the environmental impact Philips can deliver from returned systems.

    Connected Care businesses

    Philips’ connected health IT solutions integrate, collect, combine and deliver quality data for actionable insights to help improve access to quality care, while respecting the limits of natural resources. It is our belief that well-designed e-health solutions can reduce the travel-related carbon footprint of healthcare, increase efficiency in hospitals, reduce waste, and improve access to care and outcomes. This hasFor example, our Philips Radiology Operations Command Center enables real-time collaboration and virtual imaging operations and can decrease staff travel time and costs. The value and adoption of e-health solutions also becomebecame apparent during the COVID-19 crisis. Green/EcoDesigned Innovation investments in 20222023 amounted to EUR 3129 million, in line with EUR 3231 million in 2021. Green2022. Over the coming years, Green/EcoDesigned Innovation projects in 2022 will deliver, the coming years, among other things, new EcoDesigned patient monitors with lower environmental footprints, reflecting all the Philips EcoDesign/Green Focal Areas. Energy efficiency, material reduction, less hazardous substances and closing the loop activities are the main areas of focus.footprints.

    Personal Health businesses

    R&D investments at our Personal Health businessessegment amounted to EUR 33 million in 2023, compared with EUR 40 million in 2022, compared with EUR 65 million in 2021, as some larger innovation projects were finalized in the course of 2022. The Personal Health businesses continued theirits work on improving the energy efficiency of theirits products, closing the materials loop (e.g. by using recycled materials in products and packaging), and the voluntary phase-out of polyvinyl chloride (PVC), brominated flame retardants (BFR), Bisphenol A (BPA) and phthalates from, among others, food contact and childcare products. More specifically, asNew hairdryers have been launched that are more energy-efficient, with an improvement of more than 10% compared to the 2020 baseline. Personal Health also continues to increase circularity by, for example, using recycled materials in products and packaging. For packaging, we are increasingly shifting away from single use plastic materials. As part of our Fit for Future Packaging program, we have launched the first plastic free,additional paper-based, mailbox-ready packaging solutionsolutions in our Grooming and& Beauty portfolio, for an online One Blade shaver,including OneBlades and plastic free packaging in the Female Depilation and Hairstyling portfolio. Philips also launched a foldable, more energy-efficient hairdryer containing recycled plastic.hairdryers.

    Other

    The segment Other invested EUR 42 million in Green/EcoDesigned Innovation, spread over projects focused on global challenges relating to water, air, energy, food, circular economy, and access to affordable healthcare.

    Circular economy

    For a sustainable world, the transition from a linear to a circular economy is essential. A circular economy aims to decouple economic growth from the use of natural resources and ecosystems by using these resources more effectively. It is a driver of innovation in the areas of material, component and product re-use, as well as new business models such as system solutions and services. At Philips, we have set ambitious targets to guide this journey. In 2020, as we announced our ESG commitments, we aimed, among other things, to generate 25% of our revenues from circular products and services, to extend our ‘closing the loop’ practices across all our medical products, and to further embed circular practices at our sites and send zero waste to landfill in our own operations. 

    8.3.28.2.5Green/EcoDesigned and EcoHero Revenues

    Green/EcoDesigned Revenues are generated through products and solutions that offer a significant environmental improvement in one or more Green Focal Areas – Energy efficiency, Packaging, Hazardous substances, Weight,Substances, and Circularity and Lifetime reliability – and thereby deliver a contribution to SDG 12 (Ensure sustainable consumption and production patterns). Green/EcoDesigned Revenues amounted to EUR 12.8 billion in 2022,2023, or 71.7%70.5% of sales, (70.5%comparable to 2022 (71.7% in 2021)2022)This increase is mainly attributable to higher Green/EcoDesigned revenues in the Precision Diagnosis and Personal Health businesses.

    As the currentfirst EU Taxonomy delegated act, addressing Climate Change Adaptation and Climate Change Mitigation, only applies to sectors with the highest CO2 emissions, Philips’ activities are not within the scope of this delegated act and consequently none of Philips' revenues were eligible under this taxonomy during 2022.2023.

    Philips Group

    GreenGreen/EcoDesigned Revenues per segment

    in millions of EUR unless otherwise stated

    Chart visual
    Chart visual

    Through our EcoDesign process we aim to create products and solutions that have significantly less impact on the environment over their whole lifecycle. Overall, the most significant improvements have been in energy efficiency and lower weight (thus less resources), although increased attention was also given to hazardous substances of concern, packaging and circular design, in particular design for recyclability, in all segments in 2021,2023.

    By 2025, 25% of hardware revenues should come from EcoHeroes, which meet the latter drivenEcoDesign requirements and outperform in at least one of the focal areas compared to their predecessor or relevant benchmarks, supported by our Circular Economy initiatives.a sustainability claim. In 2023, Philips achieved 15.9% in EcoHero Revenues, with most contributions from improvements in energy use.

    Diagnosis & Treatment businesses

    In 2022,2023, a number of main platforms were launched in our Diagnosis & Treatment businesses. CT7500 and various redesigns of current platforms have been launched offering further environmental improvements.launched. Specific attention was paid to preparing for future EcoDesigned product launches.

    Connected Care businesses

    After several launches of newNew Green/EcoDesigned products in 2020, no major new launches took place in 2021 and 2022 except for the VS20 monitor which has good performance on all EcoDesign focal areas. New EcoDesigned ProductsConnected Care are expected in 20232024 and beyond, with improvements onin all EcoDesign focal areas.

    Personal Health businesses

    In our Personal Health businesses,business, the focus is on Green/EcoDesigned Products and Solutions that meet or exceed our minimum requirements in the areas of energy consumption, packaging, substances of concern, and application of recycled plastics. Green/EcoDesigned Revenues in 2022 amounted to 90% of total sales, compared to 85% in 2021. We continue to make progress in developing PVC/BFR-free products. More than 90% of our consumer product sales consist of PVC/BFR-free products, with the exception of power cords, for which there are not yet economically viable alternatives available. In our Oral Healthcare portfolio, we introduced the first brush heads containing 75% bio-based materials. In our Mother & Child Care portfolio, we launched the first baby monitor with recycled plastic. And we implemented recycled plastic in the interior parts of a significant proportion of the Male Grooming portfolio. 

    8.3.38.2.6Sustainable Operations

    Philips’ Sustainable Operations programs focus on the main contributors to climate change, with the aim of reducing, re-using and/or recycling of waste, reduction ofreducing water consumption, and reductionreducing emissions.


    Water 

    Annually, we undertake thorough assessments of emissions.

    Carbon footprint and energy efficiency

    At Philips, we see climate change as a serious threat. Therefore, we are taking action to rethink our business models and decouple economic growth from the impact we have on the environment. We believe large corporates should lead the transition to a low-carbon economy. This will not only benefit the environment, but will also positively impact social and economic aspects.

    During the COP 21 United Nations Climate Conference in Paris in 2015, we committed to become carbon-neutral in our operations, pursue all efforts to reduceboth our operational emissions, source all our electricity from 100% renewable sources,sites and offset all unavoidable emissions by year-end 2020. Since 2020, Philips has been carbon-neutral in its operations. We delivered on this commitment as a result of a comprehensive program that included energy-efficiency improvements, on-site renewables, Power Purchase Agreements, as well as business travel reduction and transport mode shifts to low-carbon emitting alternatives, and finally a carbon offset program.

    Our efforts are acknowledged by the CDP (formerly known as the Carbon Disclosure Project), a global NGO that assesses the greenhouse gas (GHG) emission performance and management of reporting companies. In 2022, we were ranked on the CDP Climate Change 'A' List for our continued climate performance and transparency for the 10th consecutive year.

    Having achieved our 2020 carbon neutrality target, we have raised the bar and set ambitious emission reduction targets to ensure we help limit the impact of global warming, not only in our operations, but throughout our value chain – collaborating with suppliers and customers to amplify our impact. That is why Philips has set new long-term emission reduction targets, which have been assessed and approved by the Science Based Targets initiative (SBTi) – locking down our commitment to drive climate action across the value chain, fromstrategic suppliers to customers, and ensuring that we contribute to the decarbonization required to keep the global temperature increase below 1.5 °C. At COP 26, we announced our plan to step up our acclaimed supplier sustainability program with the goal of having at least 50% of our suppliers (based on spend) committing to science-based targets (SBTs) for CO₂-e emissions reduction by 2025.

    address potential water-related risks. We stepped up our commitment to reduce our scope 3 carbon emissions in line with the 1.5 °C global warming scenario (Paris agreement). This commitment has been reviewed and approved by the Science Based Targets initiative (SBTi) in 2022, after we sold the Domestic Appliances business in 2021. The latter had a material downward impact on our scope 3 emissions, requiring a new assessment by the SBTi.

    In 2022, our net operational carbon footprint resulted in zero kilotonnes carbon dioxide-equivalent (CO2-e), mainly driven by continued use of 100% electricity from renewable sources and a continuing reduction in air freight. A total of 438 kilotonnes carbon dioxide-equivalent (CO2-e) were compensated via carbon offsets.

    Philips reports all its emissions in line with the Greenhouse Gas Protocol (GHGP).

    Philips Group

    Net operational carbon footprint

    in kilotonnes CO2 -equivalent

    Chart visual
    Scope 1

    In our sites, we reduced our scope 1 (direct) CO2-e emissions by 16% compared to 2021. Scope 1 emissions cover the emissions from our direct fuel consumption and the use of refrigerants that have a global warming potential. The reduction in scope 1 emissions is mainly driven by our continued energy efficiency measures, our program to phase out fossil fuels, working from home, and mild winters. As the consumption of natural gas is still the main source of our scope 1 emissions, we will continue to drive down our overall consumption and find alternative renewable sources to heat our buildings.

    Scope 2

    In 2022, our indirect scope 2 (market-based method) CO2-e emissions declined by 33% compared to 2021. Scope 2 (market-based) emissions cover the emissions of non-renewable electricity and purchased (city/district) heating and cooling. As we have already been sourcing 100% renewable electricity since 2020, the remaining emissions are associated with purchasing (city/district) heating and cooling, which we leverage as a low-carbon alternative to natural gas to heat our buildings. Moving forward, we will continue to increase the renewable energy share of our (city/district) heating and cooling that we purchase.

    To secure long-term delivery and quality of our renewable electricity, we have multiple Power Purchase Agreements (PPAs) in place. For instance, the Los Mirasoles wind farm in the US and the Krammer and Bouwdokken wind farms in the Dutch province of Zeeland. We closed the latter agreements with our renewable electricity purchasing consortium with Nouryon, DSM and Google, powering all our operations in the Netherlands. Combined with the Los Mirasoles wind farm, this covers 49% of our total electricity demand. In December 2020, Philips announced its next Power Purchase Agreement that will become operational during the summer of 2023, again in a purchasing consortium with Heineken, Nouryon and Signify, to power most of the remaining European sites with renewable electricity for the long term.

    In 2022, our indirect scope 2 (location-based method) CO2-e emissions declined by 6% compared to 2021. Scope 2 (location-based method) emissions cover the emissions of electricity (excluding the renewable share) and purchased (city/district) heating and cooling. Emissions are calculated using average grid emission factors, ignoring the renewable electricity share of the reporting entity. This method indicates the efforts to reduce energy. 

    Our operational energy efficiency improved by 9%, from 0.031 GWh/millions EUR sales in 2021 to 0.028 GWh/millions EUR sales in 2022.

    Our continued efforts to reduce our energy consumption, eliminate refrigerants with a high global warming potential (GWP), and increase our renewable energy share led to a 16% reduction in (scope 1 and scope 2 market-based) emissions in 2022 compared to 2021. Overall, we are making good progress, increasing our renewable energy share to 77% in 2022, from 74% in 2021. We are already overachieving our 2025 ambition to source 75% of our energy from renewable sources and delivering on our 2025 scope 1 and scope 2 (market-based method) ambition. Even though we have already achieved our 2025 SBTi targets, we will continue to accelerate our efforts to phase out fossil fuels (mainly natural gas) consumption from our operations by driving down overall consumption and finding alternative renewable sources, making sure we remain well on track to deliver on our long-term (2040) science-based targets.

    Scope 3

    In our operational carbon footprint, we include two scope 3 (indirect) emission categories – not included in scope 2 – that occur in the value chain, namely business travel and transportation & distribution. Together with our scope 1 and scope 2 (market-based method) emissions, these comprise our operational carbon footprint.

    Our business travel emissions, covering emissions from air travel, lease cars and rental cars, increased by 20% compared to 2021. This is mainly due to the fact that more of our employees are traveling to meet customers and are using their lease cars again post-COVID-19. The remaining effects of COVID-19 also continued to keep these emissions low compared to pre-COVID-19 levels. Moving forward, we continue to electrify our lease fleet and to promote online collaboration post-COVID-19 to limit air travel, as well as increasing our efforts to move travelers to rail transport for shorter distances.

    In 2022, we recorded a 22% decrease in emissions from our transportation & distribution compared to 2021. The scope of these emissions covers the CO2-e emitted by air freight, ocean freight, road freight and parcel shipments. As air freight accounts for most of our operational carbon footprint, we have taken several measures,utilize publicly accessible tools such as the Corridor Project, where we shifted air freight shipmentsAqueduct Water Risk Atlas by WRI and WWF Water Risk Filter to ocean freight for several lanes.define and respond to these risks. This helped to reduce our air freight emissions by 15% compared to 2021. CO2-e emissions from ocean freight decreased by 43% in 2022 compared to 2021. Most of these reductions can be attributed tocomprehensive process evaluates the fact that the Domestic Appliances businesses have now been fully disentangled and (combined) shipment data for ocean freight now fully excludes all their related shipments. To quantify our ocean freight emissions by leveraging carrier-trade-lane specific emission factors, we use data from the Smart Freight Center – Clean Cargo (formerly known as the CCWG). This improved approach was implemented in 2021, allowing us to quantify our ocean freight emissions more accurately. This approach has been implemented for 2020, 2021 and 2022.

    Emissions from parcel shipments decreased by 10%, as the number of shipments increased but was mitigated by shorter average distances per shipment. The emissions from road transport decreased by 51%, mainly driven by a reduction of shipments and the average weight per shipment. The emission reductions in road freight are also impacted by the inclusion of combined shipments of Domestic Appliances and Philips in 2021. Historically, we were not able to exclude all the Domestic Appliances businesses' shipments from our shipment data.

    Moving forward, we will continue to drive efforts to further reduce emissions from air freight and are exploring options to source sustainable fuel alternatives for shipments, which will help us to reach our long-term emission reduction targets.

    Although reduction is key to achieving carbon neutrality, unavoidable carbon emissions required offsetting to gradually drive down our emissions to zero by year-end 2022. We did this by financing projects in emerging regions that have a strong link with UN Sustainable Development Goals 3 (Ensure healthy lives and promote well-being for all at all ages) and 12 (Ensure sustainable consumption and production patterns). In 2022, we decreased offsets to 438 kilotonnes, equivalent to the annual uptake of approximately 13 million medium-sized oak trees. This covers the total emissionssusceptibility of our entire operations,sites to various risks including all CO2-e emissions from our sites, all business travel,water availability, wastewater quality, workplace water accessibility, and all transportation & distribution. We do this by financing carbon reduction projects through long-term carbon offsets in emerging regions that drive social, economicgroundwater replenishment, encompassing physical, regulatory, and additional environmental progress for the local communities, such as:

    Providing access to safe drinking water while reducing wood consumption

    This carbon-emission reduction project will provide millions of liters of safe drinking water in Uganda and will reduce the mortality risk from water-borne diseases. Additionally, less wood will be required for boiling water, leading to less indoor air pollution and slowing down the deforestation rate. To ensure quality, all offsets are verified under the Gold Standard.

    Replanting degraded land while providing education on health matters

    Planting trees will improve livelihoods and address issues such as deforestation, biodiversity loss, and adaptation to climate change and provide support and education including on HIV and malaria. To ensure quality, all offsets are verified under the VCS standard.

    Protecting forests through sustainable production

    Deforestation is reduced through promotion of sustainable businesses to protect the forest. Unsustainable harvest of fuelwood is reduced. The forest supports the supply of water to other parts of Ethiopia and neighboring countries. It is also the habitat of diverse and, in some cases, rare species. To ensure quality, all offsets are verified under the VCS standard.

    Increasing employment through provision of sustainable energy

    The energy supply gap is reduced by providing access to clean energy and related employment through wind generation in India. This enables an improvement in livelihoods. To ensure quality, all offsets are verified under the VCS standard.

    Improving respiratory health and reducing deforestation through provision of clean cookstoves

    By supporting a range of cookstove technologies across Ghana and Kenya, the projects improve respiratory health, reduce fuel costs and reduce deforestation for fuel. This also enables more time for paid work, thus improving prospects. To ensure quality, all offsets are verified under the Gold Standard.

    Operational carbon footprint

    Philips Group

    Operational carbon footprint by scopereputational concerns.

    in kilotonnes CO2-equivalent unless otherwise stated

     20182019202020212022
    Scope 13632302723
    Scope 2 (market-based)2614332
    Scope 2 (location-based)200196173177167
    Scope 3687622485489413
    Scope 3 - Transportation & Distribution 540 470 415 417 327
    Scope 3 - Business Travel 147 152 70 72 86
    Total (scope 1, 2 (market-based), and 3)1)749668518519438
    Emissions compensated by carbon offset projects314416518519438
    Net operational carbon emissions435252---
               
    Operational CO2e efficiency in tonnes CO2e/mln EUR sales47.239.029.930.324.6
    1)Considered as operational carbon footprint

    In 2022, we updated our emission factors to the latest available sources to reflect the most accurate results. Historical emissions of our discontinued Domestic Appliances business have been excluded for all years, except for some combined ocean and road freight shipments in 2021 as described above. Where available, actual emission allocations were applied. Where business-specific emission data were not available, a spend allocation key was applied. Philips reports all its emissions in line with the Greenhouse Gas Protocol (GHGP).


    Energy consumption

    Philips Group

    Energy consumption1)

    in gigawatt hours (GWh) unless otherwise stated 

    2018

    2019

    2020

    2021

    2022

    Electricity consumption421.6403.5381.6389.1382.1
    Renewable electricity374.6382.0381.3389.1382.1
    In-contract renewable electricity146.895.563.156.739.6
    Power Purchase Agreement (PPA)45.7160.9186.2168.7187.4
    Purchased renewable electricity certificates181.1124.5130.0161.3152.3
    Renewable electricity generated and consumed on-site1.01.12.12.42.7
    Fuel consumption146.1134.7133.8120.6102.7
    Natural gas137.0127.3126.4116.397.7
    Other non-renewable fuel9.17.47.44.35.0
    Purchased heat, steam and cooling17.217.812.414.411.9
    Total energy consumption584.9556.1527.9524.1496.7
    Renewable energy consumption374.6382.0381.3389.1382.1
    Renewable energy share64%69%72%74%77%
    Renewable electricity share89%95%100%100%100%
    Non-renewable energy consumption210.3174.0146.5135.0114.7
    Non-renewable energy share36%31%28%26%23%
    Sales to thirds in millions of EUR15,87817,14717,31317,15617,827
    Operational energy efficiency in GWh/millions EUR sales0.0370.0320.0300.0310.028
    1)This table reflects Philips energy consumption, excluding potential heat and transmission losses from electricity generation and transport

    Our high-level plan to deliver on Science Based Targets

    Philips has set long-term CO2-e emission targets approved by the Science Based Targets initiative (SBTi) for all three scopes. The approval confirms that Philips’ targets across our value chain are in line to limit global warming to below 1.5 °C. By joining forces with our customers and suppliers, we can reduce our shared carbon footprint and help create a sustainable and more resilient healthcare industry.

    Together with our customers and suppliers, we intend to continue to reduce our collective need for fossil fuels by using renewable and energy-efficient alternatives. To deliver, we will focus on the following four objectives:

    1. Collaborating with our suppliers to reduce emissions in our supply chain
      With growing global concerns about the impact of climate change, there is a pressing need for industry and business to manage and reduce CO
      2-e emissions across the entire value chain – including at supplier level. To this end, we have invited many of our largest suppliers – first-tier manufacturing and transportation-related suppliers – to report their climate performance and strategy as part of the Carbon Disclosure Project (CDP) Supply Chain program. Additionally, we engage with these suppliers to reduce their emissions as part of our Supplier Sustainability program. In October 2021, during COP26, we announced our ambition to have at least 50% of our suppliers (based on spend) committed to science-based targets for carbon reduction by 2025. At year-end 2022 already 41% of our suppliers (based on spend) had committed. Please refer to  Supplier indicators for more details.
    2. Minimizing our climate impact in our supply chain by adopting circular economy principles
      From a climate perspective, applying circular business models leads to a significant emission reduction in our supply chain. As the value of materials is retained, the need for new abiotic resources is significantly reduced, and consequentially, the need for energy to produce those new resources/materials, leading to reduced emissions. This is also part of our Circular Economy program.
    3. Transitioning to lower carbon emitting energy in our sites
      By continuing to phase out fossil fuels at our sites, we will be able to achieve our long-term emission targets. This entails, for example, moving towards geothermal and district heating and cooling solutions where available.
    4. Designing energy-efficient products and collaborating with our customers to reduce emissions during the use-phase
      More and more, our customers – both in healthcare and retail – are seeking solutions that are less impactful to the environment. To address that demand, we are continuously reducing the climate impact of our products by increasing energy efficiency, increasing the use of recycled plastics and other recyclable materials, and ensuring we make our packaging easier to re-use and recycle. We see improving energy efficiency as a huge lever to deliver on our value chain emission reductions. In 2022, we performed an initial assessment of our scope 3 category Use of Sold Products by estimating the lifetime energy consumption and applying the Life-Cycle Assessment (LCA) methodology on a country-by-country basis. Initial results indicate that the emissions from the use of sold products are 3,898 kilotonnes CO
      2-e, approximately 9 times more than our entire operational carbon footprint. This emphasizes the need to drive energy efficiency efforts under our EcoDesign program and collaborate with our customers to magnify our impact. 

    Taskforce on Climate-related Financial Disclosures (TCFD)

    Philips recognizes the importance of identifying, assessing and mitigating climate-related risks to ensure business continuity and resilience. This 2022 integrated financial, social and environmental report aims to follow the recommendations of the TCFD.

    In 2022, relevant risks and opportunities have been quantified by applying Philips’ internal risk assessment methodology. This ensures alignment with the risk management team, increasing cross-business comparability and integration with already existing risk screening procedures. Moreover, physical risk factors were evaluated on a site-specific level by exploring 25 of our financially material sites in more detail. Transition risks on the other hand, were assessed on a company level and by subject matter experts. The reason for this differentiation is because physical risks vary on a regional level while transition forces generally apply on a global scale.

    The site-specific analysis leveraged both the external Munich RE NATHAN tool and internal site experts. While RE NATHAN uses scientific models to determine how exposed different regions are to climate risk factors, the site-specific experts have access to specialized knowledge on the climate change preparedness of the sites. Combining both internal and external expertise ensured we have a holistic view that considers both regional implications and Philips specific implications. RE NATHAN assessed which of the following hazards are most threatening in the medium-term accounting for four global warming scenarios (RCP 1.9, RCP 2.6, RCP 4.5, and RCP 8.5): drought, heat stress, precipitation, river flood, and tropical cyclones. In case one or multiple risk factors seemed impactful in the future we then asked site specific experts to provide us with a more detailed impact and control measure evaluation. This thereby provided us with a good overview on how exposed we currently are to extreme or chronic weather conditions and highlighted key action points.  

    We also further assessed internal and external forces pushing Philips to a low carbon future considering three global warming scenarios. In our 1.5 and 2 degrees model (RCP 1.9 and 2.6) we assumed that strong cross sector pressures exist. Governments enforce strict environmental rules, society is environmentally conscious, and the private sector invests in collaborative innovations. In contrast, the 4ºC global warming scenario (RCP 4.5) assumed short-sighted governments focused on protectionism, customers with a cost orientation, and a private sector focused on product innovation. For each scenario, experts were then consulted to determine the potential likelihood of the predefined transition risks/opportunities becoming material. We, furthermore, assessed the potential impact of the risks/opportunities unraveling and to what extent we can control the underpinning risk or exploit the opportunity.

    Through our ambition to reduce CO2 emissions in our entire value chain in line with a 1.5 °C global warming scenario, we are reducing our exposure to transition risks, such as changing legislation, changing customer demands and carbon pricing. Nonetheless, strong government policies in line with the Paris Agreement could result in higher carbon pricing impacts for Philips, its supply chain, and its customers. Furthermore, a global financial downturn could also promote inertia in the field of environmentally friendly innovations. Hence, our Science Based Targets are a key factor in mitigating the risk associated with the changing legislation, customer preferences and preventing inertia.

    In 2023, we plan to further assess the impact of climate change on our value chain and continue to standardize our assessment process.

    Water

    Philips is not a water-intense company. However, a numberwater-intensive organization, this practice ensures the uninterrupted continuity of our manufacturingoperations and the provision of high-quality Water, Sanitation and Hygiene (WASH) services at all our sites and those of our strategic suppliers. Among our facilities, five locations have been identified as exposed to substantive financial and strategic risks related to water. These sites are locatedsituated either in water-stressed regionsareas highly vulnerable to coastal flooding or extremely high-water stress (>80%), with three in for example, USA (California), IndiaChina, one in Indonesia, and Israel. Withone in the help of the WRI Aqueduct tool, the water withdrawn from areas with high baseline water stress was identified across all Philips' industrial operations. It shows that around 13% of the industrial sites are located in Extremely High (>80%) baseline water stress areas. However, the impact from these operational sites is very limited, only amountingUSA. In response, we have deployed engineers and experts to 4% of Philips' total water withdrawal. conduct further investigations, accurately identify risk exposure, anticipate potential losses, and implement proactive measures to mitigate property loss and business interruption.

    We were includedare proud to have received an 'A' score for disclosure transparency on water security in the CDP "A-list" forEurope 2023, demonstrating our ongoing commitment to water in the 2022 ranking, achieving a 'double-A' score when combined with our Climate Change results.risk management and sustainability practices.

    Total water withdrawal in 20222023 was 677,632661,076 m3, a 4%3% decrease compared to 20212022 and a 5%7% reduction compared to 2019 (pre-COVID level). Water consumption in 2020 and 2021 was impacted by the government-mandated lockdowns and the working-from-home protocol – resulting in a significant reduction in water intake at several sites (mainly in China).

    Diagnosis & Treatment, which consumes 46%49% of total water usage, recorded an 8% decrease,a 5% increase, mainly caused by lower construction activity and effective processes, mitigated byamounts of reused water in a site expansion in India.North America. Personal Health recorded a 4% increase.7% decrease. In 2022, one of our manufacturing sites in Asia experienced a water leakage which resulted in higher water intake in that year. This leakage was mainly due to the construction of a new factory in China, mitigated by decreased production volume at a water-intensive manufacturing site in Asia.remedied. Connected Care showed a decrease of 7%11%, due to the decreased production volumevolumes at a site in Asia, mitigated by construction activity at a site in North America.Asia.

    Philips Group

    Water withdrawal

    in thousands of m3

    2018201920202021202220192020202120222023
    Diagnosis & Treatment288295286337310295286337310324
    Connected Care16115011611911115011611911199
    Personal Health238265221247257265221247257238
    Philips Group687710623703678710623703678661

    In 2022, 99.7%2023, 99.6% of water was purchased and 0.3%0.4% was extracted from groundwater wells.

    Waste

    In 2022,2023, our manufacturing sites generated 22,80219,375 tonnes of waste, an increasea decrease of 3%15% compared to 2021,2022, mainly driven by the high impact of ourlower construction activities in different locations across the globe, lower paper/cardboard and changes inplastic waste due to reduced production volumes at some sites and more efficient waste management. The reported re-used materials were 9% of the operations.total waste.

    The Diagnosis & Treatment businesses increaseddecreased waste by 7%12%, mainly driven by a strong increase in construction-related reused material in Best (see below),the decreased volume of one-time construction related re-used materials and lower construction activity, which was partially offset by the operational changes and lower construction activity on the other sites. The reported reused materials now constitute 22% of total waste. Thechanges. Connected Care businesses increaseddecreased waste by 5%21% due to the significant decrease in shipment packaging materials related to the recall, increased volume of reusedre-used materials and operational changes. The reported reused materials are 24% of the total waste. Personal Health decreasedreduced waste by 3%17% due to operational changes, lower construction activityproduction volumes and changes in production.the start of a smart warehouse, that significantly reduced amounts of wood pallets and cardboard wastes by using reusable plastic trays. 

    Re-using temporary offices

    Philips Environmental Policy addresses the waste hierarchy stating that Philips drives action by ensuring circular manufacturing and supply to house refugees

    In the past, Philips in Best (Netherlands) decided to purchase temporary offices to resolve office space shortages,increase circular practices at our sites and after many years these temporary offices became redundant. Since the temporary offices were still of good quality, Philips made every effort to find a sustainable solution for the building and found a partner in COA (Centraal Orgaan opvang asielzoekers, the Dutch national organization helping asylum seekers). These units were completely refurbished for their new purpose: a COA location for people seeking asylum in the Netherlands. The 'new' building is located in Zeist. By re-using the offices, we are contributingresponsible waste management according to the provision of good housing for asylum seekers and to a circular society. waste hierarchy.

    Philips Group

    Total waste

    in tonnes

    2018201920202021202220192020202120222023
    Diagnosis & Treatment8,3689,67519,7039,97410,6949,67519,7039,97410,6949,422
    Connected Care3,9624,0953,4752,7532,8994,0953,4752,7532,8992,276
    Personal Health8,8208,7587,9299,4779,2098,7587,9299,4779,2097,677
    Philips Group21,15022,52831,10722,20422,80222,52831,10722,20422,80219,375

    Until 2020, total waste consisted of waste that is delivered for landfill, incineration, waste to energy or recycling. We extended the scope with materials sent for reusere-use and other recovery as of 2021. Total waste does not include waste prevented.

    Materials delivered for reuse,re-use, other recovery or recycling via an external contractor amounted to 20,40617,446 tonnes, which equals 89%90% of the total waste. OfMaterials delivered to incineration and landfill amounted to 1,929 tonnes, which equals 10% of the 11% remainingtotal waste, 77%of which 74% comprised non-hazardous waste and 23%26% hazardous waste. We recorded 1,4841,531 tonnes of waste prevented in our own activities in 2022,2023, compared to 1,5251,484 tonnes in 2021.2022. Philips did not produce any radioactive waste in 2023.

    Philips Group

    Total waste by destination 

    in tonnes

    Waste generatedHazardous wasteNon-hazardous wasteTotal waste generatedHazardous wasteNon-hazardous waste
    Reuse3,382113,371
    Re-use1,65111,650
    Recycling16,9781,58215,39615,7621,53614,226
    Other recovery4604633-33
    Waste diverted from disposal by recovery operation20,4061,59318,81317,4461,53715,909
    Incineration (with energy recovery)1,8021561,6461,4801991,281
    Incineration (without energy recovery)412383292982944
    Landfilling1825177
    Landfill1511)4147
    Waste directed to disposal by disposal operation2,3965441,8521,9294971,432
    Total waste generated22,8022,13720,66519,3752,03417,341
    1)2.7 tonnes out of 151 tonnes of waste sent to landfill, excluding one-time-only waste and waste delivered to landfill due to regulatory requirements

    The total waste destinations are fully categorized above. There is no waste generated that is destined for other disposal methods. Our sites addressed both the Circular MaterialMaterials Management percentage as well as waste sent to landfill, as part of our ESG commitments.commitments; refer to Definitions and abbreviations for the definition of Circular Materials Management.

    The Circular MaterialMaterials Management percentage has replaced the recycling percentage and includes circular measures suchin 2021. In 2023, it remained at 91%, the same level as waste prevented, reuse and other recovery, but excludes waste delivered to landfill and incineration (with and without energy recovery) due to regulatory requirements. The Circular Material Management percentage was 91% in 2022, compared to 87% in 2021.2022.

    Our Zero Waste to Landfill KPI excludes one-time-only waste and waste delivered to landfill due to regulatory requirements. According to this definition, in 20222023 we reported 1 tonne2.7 tonnes of waste sent to landfill, a significant reductionsmall increase compared to 19 tonnes1 tonne in 2021.2022. All our 23 industrial sites achieved Zero Waste to Landfill status at the end of 2022.2023.

    Philips Group

    Total waste by composition

    in tonnes

    Waste generatedWaste diverted from disposalWaste directed to disposal
    Wood 4,413 4,356 57
    Paper/cardboard4,1224,1175
    Metal scrap3,4903,44049
    Plastic waste2,8912,533358
    General waste2,3081,2661,042
    Demolition scrap2,2162,16353
    Chemical waste2,1171,570547
    Other1,245961285
    Waste generatedWaste diverted from disposalWaste directed to disposal
    Wood waste4,1404,10436
    Paper/cardboard waste3,5273,5225
    Metal waste3,3383,29148
    Plastic waste2,3812,237144
    Municipal (mixed) waste2,1361,156980
    Chemical waste2,0201,532487
    Electrical and electronic waste6266224
    Other1,208983225

    8.3.48.3Supplier indicators

    Social performance

    Philips’As a leading health technology company, it is our purpose is to improve people’s health and well-being extends throughout our value chain. At Philips,through meaningful innovation, in line with UN SDG 3 ‘Ensure healthy lives and promote well-being for all at all ages’. In pursuing this purpose, we have a direct business relationship with approximately 5,300 productact responsibly towards society and component suppliers and 17,100 service providers. Our supply chain sustainability strategy is evaluated annually through a structured process, combined with multi-stakeholder dialogues. From this, we have developed multiple programs aimed at driving sustainable improvement. These programs cover compliancepartner with our policies, improvement of our suppliers’ sustainability performance, our approach towards responsible sourcing of minerals, and reducingstakeholders.

    We aim to be the environmental impact of our supply base.

    Supplier sustainability compliance

    Two core policy documents form the basis of our supplier sustainability compliance approach: the Supplier Sustainability Declaration and the Regulated Substances List.

    Supplier Sustainability Declaration (SSD)

    The SSD sets out the standards and behaviors Philips requires from its suppliers. The SSD is based on the Responsible Business Alliance (RBA) Code of Conduct, in alignment with the UN Guiding Principles on Business and Human Rights and key international human rights standards, including the ILO Declaration on Fundamental Principles and Rights at Work and the UN Universal Declaration of Human Rights. It covers topics such as Labor, Health & Safety, Environment, Ethics, and Management Systems. This year, we made several changes to the supplier code of conduct, adding multiple expected behaviors that go beyond the RBA Code of Conduct. The RBA is the world’s largest industry coalition dedicated to responsible business conduct in global supply chains. As a Regular member of the RBA, Philips is required to commit publicly to the RBA Code of Conduct and actively pursue conformance to the Code and its standards, which must be regarded as a total supply chain initiative.

    Regulated Substances List (RSL)

    The RSL specifies the chemical substances regulated by legislation. Suppliers are required to follow all the requirements stated in the RSL. Substances are marked as restricted or declarable.

    All suppliers are required to commit to the SSD and RSL. Through integration of a Sustainability Agreement in our General Purchase Agreement, suppliers declare compliance to both the SSD and RSL. Upon request, they provide additional information and evidence.

    Supplier Sustainability Performance (SSP) - 'Beyond Auditing'

    In 2016, Philips first piloted its 'Beyond Auditing' approach to engage suppliers on ESG matters, with a focus on:

    This systematic approach is shown in the figure below and is a high-level representation of the SSP program.


    Drawing or illustration

    First, a set of references, international standards, and Philips requirements are used to develop the Frame of Reference, which covers management systems, environment, health & safety, business ethics, and human rights. For each, the maturity level of suppliers is identified in the Program Execution Wheel, which assesses suppliers against the Plan–Do–Check–Act (PDCA) cycle. Suppliers are then categorized through the Supplier Classification model, which differentiates on the basis of supplier maturity, resulting in supplier-specific proposals for improvement. The SSP process is monitored and adjusted through continuous feedback loops. The outcome of the SSP assessment is a supplier sustainability score ranging from 0 to 100. This score is based on supplier performance in environmental management, health & safety, business ethics, and human rights.

    Supplier classification

    Supplier selection for the program is based on criticality. Criticality of suppliers is determined through an assessment of the supplier’s associated risks and opportunities, such as strategic importance of their components, annual spend, and substitutability. In 2022, 14% of our suppliers were considered critical. After this initial assessment, the engagement strategy is tailored based on the suppliers’ current performance in terms of sustainability.

    There are four different engagement approaches: BiC (Best in Class), SSIP (Supplier Sustainability Improvement Plan), DIY (Do It Yourself) and PZT (Potential Zero Tolerance). The PZT status is a temporary status and requires immediate attention and action. Depending on the categorization, suppliers are engaged in different ways to improve their sustainability performance.

    If a (Potential) Zero Tolerance is identified, immediate action is taken. If the requested additional information and evidence lead to the conclusion that there is no structural Zero Tolerance, the supplier’s status will be changed and the supplier will go back to the original track in the program. If the conclusion gives rise to a structural Zero Tolerance, the supplier is required to:

    Philips defines six Zero Tolerances:

    For more details on the SSP process, refer to the SSP brochure.

    Our 2022 results

    In 2022, three zero tolerances were found across the following categories: health and safety, labor, and environmental impact. Two of the three cases were successfully closed in 2022. The remaining zero tolerance was found in Q4 2022 and is still pending closure.

    Philips measures the impact of SSP engagements through the number of lives improved in the supply chain. This is derived from the improvements that suppliers make in their performance. To determine improvements, we calculate the pro rata change in performance from one year to the next.

    Philips Group

    Lives improved in the Supply Chain (thousands of Lives)

    202020212022
    Lives improved in the Supply Chain302430459

    In 2022, the overall year-on-year improvement in performance was 51% for suppliers that entered the program in 2021. The number of employees impacted at suppliers participating in the SSP program was approximately 459,000. This figure includes suppliers assessed in the last three years, for which the supplier has communicated their number of employees via the self-assessment questionnaire, which was validated during the on-site assessment. For those workers, labor conditions improved, the risk of serious injury reduced, and the negative environmental impact of suppliers was brought down. This includes the workers at suppliers of the Domestic Appliances business, for which Philips continued the sustainability engagement. For a detailed break-down of percentage improvements realized by active suppliers in the past year, by comparing the assessment in 2022 to their previous assessment, refer to the following table.

    Philips Group

    SSP 2022 performance: pro-rata improvements

    in %

    TopicsPolicyProceduresImplementationManagement Responsibility CommunicationRisk controlTarget Setting &TrackingCorrective action approachSupplier management
    Environment 3% 10% 14% 9% 7% 29% 17% 15% 17%
    Health and Safety 17% 22% 29% 2% 9% 25% 37% 23% 13%
    Business Ethics 24% 19% 63% 86% 42% 551% 54% 141% (10)%
    Human Capital 19% 27% 48% 24% 13% 37% 1% 14% 6%

    Categories which showed the biggest improvement are: 

    In 2022, 47 suppliers were added to the SSP program. Of the population of suppliers that entered the program in the year before 2022 and have been assessed at least once in the past three years, 249 suppliers were still active in 2022. The combined group represents 39% of our critical suppliers who are in the program.

    As part of the adoption of our ESG commitments, we have set the target to improve the lives of 1 million workers in our supply chain by 2025. To achieve this, we started to ramp-up our engagement since 2021, adding a higher number of 2nd tier suppliers due to changing risk profiles. We expect to roll out the program to additional manufacturing countries in the years to come.

    Additional progress made in 2022

    Philips started a collaboration with the Responsible Business Alliance (RBA) in 2021, to extend the reach of its Supplier Sustainability Performance program across the wider industry – and impact lives outside of its own supply chain. From 2022, cross-industry peers can access Philips’ Supplier Sustainability Performance program tools and methodologies through the RBA’s Responsible Factory Initiative (RFI), which helps companies to assess and develop supply chain partners. This means Philips’ industry peers around the world will now benefit from proven approaches to supplier sustainability and are enabled to make their own rapid advances. As part of the launch of the RFI program, Philips had 15 of its own suppliers join. It plans to direct more suppliers towards the RFI program in the years to come.

    Philips is actively applying the latest insights in data science and machine learning methods to make the SSP program more efficient in determining the sustainability maturity of suppliers, while also increasing the effectiveness of our supplier improvement approach.

    In 2022, a software tool was launched that enables prediction of suppliers’ actual performance, based on a limited number of survey questions. This tool is helping us to greatly reduce the time spent on assessments. This leaves more room for Philips experts to support suppliers in their capability building, by sharing best practices and creating business cases that enable improvements.

    On an annual basis, Philips experts organize quality trainings in the sustainability area for suppliers in the scope of the SSP program.

    Responsible sourcing of minerals

    The supply chains for minerals are long and complex. Philips does not source minerals directly from mines as there are typically 7+ tiers between end-user companies like Philips and the mines where the minerals are extracted. The extraction of minerals can take place in conflict-affected and high-risk regions, where mining is often informal and unregulated and carried out at artisanal small-scale mines (ASM). These ASMs are vulnerable to exploitation by armed groups and local traders. Within this context, there is an increased risk of severe human rights violations (forced labor, child labor or widespread sexual violence), unsafe working conditions or environmental concerns.

    Philips addresses the complexities of the minerals supply chains through a continuous due diligence process, combined with active participation in multi-stakeholder initiatives to promote the responsible sourcing of minerals.


    Conflict minerals due diligence

    Each year, Philips investigates its supply chain to identify smelters of tin, tantalum, tungsten and gold in its supply chain and we have committed to not purchasing raw materials, sub-assemblies, or supplies found to contain conflict minerals.

    Philips applies collective cross-industry leverage through active engagement via the Responsible Minerals Initiative (RMI, formerly known as the Conflict Free Sourcing Initiative (CFSI)). RMI identifies smelters that can demonstrate, through an independent third-party audit, that the minerals they procure are conflict-free. In 2022, Philips continued to actively direct its supply chain towards these smelters.

    The Philips Conflict Minerals Due Diligence framework, measures and outcomes are described in the Conflict Minerals Report that we file annually to the US Securities and Exchange Commission (SEC). The conflict minerals report is also publicly available on Philips’ website.

    Each year, we work with our suppliers on the quality of their due diligence reporting by setting minimum criteria for the Conflict Minerals Reporting Templates (CMRT). In addition, we strive to reduce the number of non-identified smelters. The quality of the CMRTs dropped 6 percentage points compared to the 2021 due diligence results. The number of non-listed smelters remained zero (2021: 0).

    Philips Group

    Conflict Minerals Due Diligence results

    Key performance indicator202020212022
    Response rate of suppliers99%99%95%
    CMRTs that satisfied minimum acceptance criteria85%84%78%
    Non-listed smelters in our supply chain000
    Drawing or illustration
    Cobalt

    Philips has performed due diligence on cobalt since 2019. We use cobalt predominantly in lithium-ion batteries. As part of this initiative, we engaged suppliers that provide materials containing cobalt. In 2022, we again reached a 100% response rate (2021: 100%).

    Case study: Responsible Peruvian Gold

    Whilst legally registered and recognized by government bodies, Artisanal Small-scale Mining organizations (ASMOs) in Puno largely fail to meet the due diligence requirements of international buyers. The cause of this is the use of informal practices, poor productivity and exposure to health and safety risks including the use of mercury. For the same reason, these mines fail to receive lines of credit from formal lenders (e.g. banks), meaning they are less able to upgrade their production methods. This lack of formalization presents drawbacks, mainly that mines miss out on better terms of trade and finance, gold is at greater risk of sale into illicit markets, and that mines are less likely to pursue responsible mining practices and modern equipment, negatively impacting miners and the environment.

    The Responsible Peruvian Gold (RPG) project will support target ASMOs to achieve Fairtrade certification and export Fairtrade certified gold. ASMOs will be supported to operate legally and formally, enabling them to access finance from formal lenders, uptake more responsible and productive mining practices, and access international markets on Fairtrade terms. Fairtrade (one of the world’s leading certification schemes for responsible ASM) will work alongside FairCapital (a pioneering lender) and Valcambi (one of the world’s largest precious metals refiners) in the delivery of project activities between 2021 and 2023.

    Case study: Access to responsible markets in the lake Victoria region

    In Kenya's and Uganda's artisanal and small-scale gold mining (ASGM) sector, miners' organizations are often unable to qualify for financing from formal lenders. This hinders ASGM’s ability to invest into improving their productive and sustainability performance and instead perpetuates the cycle of poverty and associated negative social and environmental impacts. ASGM's are in many instances also unable to meet due diligence expectations of international off-takers. Meeting these due diligence standards is essential for maintaining local markets and their positive contributions to development, especially in light of the heightened due diligence standards

    The LVGP is working towards a service-led approach to professionalize ASGM across the Lake Victoria region. Leveraging previous work by project partners in the region, the LVGP will provide formalization support to ASMOs, ensure access to formal markets and provide access to equipment to improve production and health & safety performance, by providing capacity development and technical assistance needed to enable this transition. In parallel, the project aims to integrate responsibly produced ASM gold into electronics supply chains, aiming to match production of responsibly produced ASM gold with downstream demand for ASM gold from conflict-affected and high-risk areas (CAHRAs).

    Multi-stakeholder initiatives for responsible sourcing of minerals

    We believe that multi-stakeholder collaboration in the responsible sourcing of minerals is the most viable approach for addressing the complexities of minerals value chains.

    European Partnership for Responsible Minerals (EPRM)

    Philips is a founding partner of EPRM and has been a strategic member since its inception in May 2016. EPRM is a multi-stakeholder partnership between governments, companies, and civil society actors working toward more sustainable minerals supply chains. The goal of EPRM is to create better social and economic conditions for mine workers and local mining communities by increasing the number of mines that adopt responsible mining practices in Conflict-Affected and High-Risk Areas (CAHRAs).

    EPRM is an accompanying measure to the EU Conflict Minerals Regulation dedicated to making real change ‘on the ground’. Through EPRM, Philips financially supports activities to improve responsible mining practices in mining areas in CAHRAs and shares our knowledge and practice in conducting due diligence. Since 2018, Philips has actively participated in several working groups focused on strengthening the responsible production of minerals, as well as improving responsible sourcing practices.

    IRBC Responsible Gold Agreement

    In June 2017 Philips signed the Responsible Gold Agreement, joining a coalition to work on improving international responsible business conduct across the gold value chain. Signees included goldsmiths, jewelers, recyclers, NGOs, electronics companies, trade unions,for people who share our passion, promoting personal development, inclusion and the Dutch government. This partnership intends to bring about cooperation between companies, government, trade unions, and NGOs to prevent abuses within production chains. From September 2019, Philips represented gold and precious metal, recycling, and electronic companies in the steering committee of the Responsible Gold Agreement. The multistakeholder initiative concluded in June 2022. While not all of the initially set-out goals were met, the partnership achieved the following results: 

    Green supply chain program

    Since 2003, Philips has looked at ways to improve the environmental performance of its suppliers. When it comes to climate change, we have adopted a multi-pronged approach: reducing the environmental impact of our products, committing to carbon neutrality in our own operations, and engaging with our supply chain to reduce their carbon footprint. Through our partnership with the CDP supply chain program, Philips motivates its suppliers to disclose emissions, embed board responsibility on climate change, and actively work on reduction activities.

    In October 2021, during COP26, Philips announced its target to have at least 50% of its suppliers (based on spend) committed to science-based targets for carbon reduction by 2025.

    Philips Group

    % of suppliers committed to science-based targets

    20212022
    % of suppliers committed to Science Based Target28%41%

    We consider suppliers to have committed to science-based targets when this is communicated via their CDP disclosures, public websites and announcements (on a Science Based Target, Net Zero Target, or equivalent), or the Science Based Targets Initiative website. Multiple activities have been deployed to support our achievement of this climate target. We consider spend to be relevant if it relates to product and component suppliers and relevant service providers, like logistics and information technology suppliers.

    CDP engagement:  Since 2011 we have been partnering with CDP Supply Chain, through which we invite suppliers to disclose their environmental performance and carbon intensity. In 2022, there was a response rate of 85% (2021: 87%). Part of the reason for the lower response rate is an increase in the number of invited suppliers by 62% compared to 2021. With more than 500 of our biggest suppliers included in the CDP engagement program in 2022, CDP confirmed Philips is in the top tier in terms of its supplier engagement coverage.

    Of the group that responded, 59% engaged in emission-reduction initiatives (2021: 61%). In addition, 47% committed to carbon emission targets (2021: 56%). Our suppliers undertook projects in 2022 that resulted in savings on carbon emissions amounting to 27 million metric tonnes CO2.

    Philips Group

    Supplier response rate to CDP questionnaire

     202020212022
     91%87%85%

    Data-driven insights: Through accurate data insights, Philips’ buyers are enabled to consider climate action in their supplier selection. In 2022, 41% of our purchases (in spend) were made at suppliers that have committed to science-based CO2 reduction targets.

    Capability building: We support suppliers in advancing their company approach to climate action, offering (online) guidance that is tailored to their climate action maturity. In 2022, we further grew the offering of tailored feedback and guidance for 76% of our suppliers to support their growth in capabilities and help improve their approach.

    Opportunities for decarbonization: Through on-site assessments we identify energy efficiency opportunities that enable our suppliers to make cost-effective carbon reductions. Our team calculates for the supplier what the cost impact would be, and also the return. In 2022, 17 on-site assessments took place, which resulted in tailored plans for improvement. 

    8.4Social performance

    Our people strategy and culture support a constantly evolving workforce capable of delivering strong business performance and executing our strategy. As such, we focus on developing our Workforce of the Future and delivering on our deep commitment to Inclusion & Diversity.

    Together with the announcement of our Q3 results in October 2022, we had to take the difficult decision to reduce our workforce by approximately 4,000 roles globally. This was followed in January 2023 by the announcement of a further reduction of our workforce by an additional 6,000 roles globally. While executing these measures, we are committed to leading with openness, respect and care at every step of the way. We highly respect our impacted employees and are focused on providing support for them during this process and helping them find a new role. diversity.

    8.4.18.3.1Improving people’s lives

    Lack of access to affordable, quality care is one of the most pressing issues of our time. Climate change is exacerbating this situation and putting the lives of millions of people at risk. At Philips, we are conscious of our responsibilities towards society and the planet. It is our purpose to improve people’s health and well-being through meaningful innovation. As such, we aim to improve the lives of 2.5 billion people a year by 2030. To ensure we remain on track to achieve this goal, we have developed an integrated approach that tells us how many lives have been improved by our products and solutions in a given year. We call this our Lives Improved model.

    The Lives Improved model helps us to track our performance on a country-to-countrycountry-by-country basis in line with UN Sustainable Development Goal 3, allowing us to shape strategies to ensure healthy lives and promote well-being for all at all ages.

    In 2022,2023, Philips improved 1.811.88 billion lives, an increase of around 13567 million compared to 2021.2022. This increase was driven by a steady growth ofacross all segments, improved statistics and the inclusionaddition of our Picture Archivingthe Ambulatory Monitoring & Diagnostics (AM&D) and Communication System (PACS) productsClinical Data Services (CDS) business units in the Lives Improved model. PACS is an image-management software within our Enterprise Diagnostic Informatics business. From a marketzone perspective, we saw significant growth mainly in Latin America, North America, Asia Pacific, Iberia,Japan, Indian Subcontinent, Middle East & Turkey, and Africa.

    Philips believes that improving access to healthcare requires meaningful innovation. It also requires a deep understanding of the relationship between all stakeholders and their specific needs in underserved communities to truly make a difference and help improve access to healthcare.communities. We have an additional commitment to improve the lives of 300 million people in underserved communities with our health-related products by 2025, rising to 400 million by 2030. This commitment allows us to increase our focus on those populations where we can make a positive impact by providing access to effective and affordable healthcare for those in greatest need. By combining the strengths of Philips, Philips Ventures, Philips Foundation, and its partners, we can provide better healthcare and improve health outcomes for all. In 2022,2023, our health-related solutions improved the lives of 202221 million people in underserved marketscommunities (an increase of 35some 20 million compared to 2021)2022).

    For more information, please refer to our Lives Improved methodology document.

    Lives Improved per marketregion/zone

    The following table shows the number of Lives Improved per market.region/zone.

    Philips Group

    Lives improved per marketregion/zone

    MarketLives Improved (million)1)Population (million)2)Saturation rate (as % of population)
    Africa291,3402%
    ASEAN & Pacific12597613%
    Lives Improved (million)Population (million)Saturation rate
    (as % of population)
    APAC1321,02313%
    Benelux263087%263086%
    Central & Eastern Europe7916448%
    Germany, Austria & Switzerland8410183%
    Central Eastern Europe7916648%
    DACH8710186%
    France446864%466966%
    Greater China4961,44234%5061,44235%
    Iberia475881%485883%
    IIG478158%
    Indian Subcontinent921,6106%991,6286%
    Italy, Israel & Greece478158%
    Japan4812538%4912539%
    Latin America15865424%
    Middle East & Turkey7237819%
    Latam16965026%
    META1131,7636%
    Nordics192868%212874%
    North America36036998%36337298%
    Russia & Central Asia5025220%
    Russia, Central Asia5225321%
    UK & Ireland417356%427358%
    1)Source: Philips, double counts eliminated2)Source: The World Bank, CIA Factbook & Wikipedia
    Drawing or illustration
    Drawing or illustration

    8.4.28.3.2Our organization, people and culture

    2023 has been a year of change, focused on building the foundation to deliver greater impact in all we do by addressing challenges and shifting to our new operating model, whilst continuing to deliver for patients, customers and consumers. We laid the groundwork for our updated People strategy and the key pillars of growing our people, igniting our culture, simplifying how we work, and bringing oxygen to the organization through simple adaptive people processes and a focus on well-being and inclusion.

    Aligned with these pillars, we continued driving the broader Talent agenda, with a strong focus on Executive Committee successor identification and development. This resulted in two internal executive appointments, our new Chief People Officer and Market Leader North America, and the appointment of two critical external executive female talents, Chief Business Leader Monitoring & Connected Care and Chief Medical Officer, further strengthening our MedTech expertise. We continued to support the development of our internal talents resulting in 33% internal mobility (vs. target 30%) and further improved our diversity ambitions with over 31% women in senior leadership. Overall, employee turnover is slightly up to 17.6% from 2022 (17.5%) and top talent has seen an increase to 12.3% from 10.2% in 2022.

    In 2023, we began reinvigorating our culture using a phased approach to emphasize action over words, laying the groundwork for scaling this work in 2024. This included working on our culture through our most pressing challenges with the Philips Leadership Team and how to understand our disabling patterns as an organization so that we can begin to disrupt them. Deeper culture work was started in the businesses with specific needs, and preparations to ignite, embed and embody our culture at scale are under way. This culture work will run in parallel with our priority of scaling development for all 7,500 people leaders. Building on 2023 progress, we will enable leaders to model the skills and behaviors that align with our refreshed culture and position us to deliver results through our teams.

    As a result of the shift in the operating model, we have made progress in simplifying how we work and are trending below the target headcount (69,656 actual vs. 72,295 target). Despite the amount of change in the organization, we saw an improvement in engagement scores between March and October 2023 by 5% to 73% indicating that the organization is starting to recover from the change, although the number is still below 2022 (78%) and benchmark levels.

    In 2023, we gained momentum towards our strategy of becoming a more people-centric organization and we have put in place the foundations that will help us to deliver value with sustainable impact through our people.

    Our culture

    Our culture is crucial to meeting our goal of improving the lives of 2.5 billion people by 2030. The way we act and behave shapes our shared understanding of what is important and how we deliver. As a leader in health technology, we are on a journey to reinvigorate our culture so that we become even more people-focused, reduce complexity, and drive greater accountability to meet the needs of our patients, consumers, and customers more consistently.

    We have launched a new global People strategy to accelerate this mission and significantly shape our organizational culture. This strategy rests on three pillars. Firstly, we simplify and enhance our core operations to empower employees to address pressing needs efficiently, all to prioritize patient safety and customer experience. Secondly, we focus on nurturing our workforce's skills and capabilities, adapting to the ever-evolving health technology industry. Thirdly, we instill a culture of inclusivity and belonging by integrating health, well-being, and diversity into our work practices, ensuring that every employee feels valued and connected to our shared mission. These pillars form the foundation of our talent ecosystem and reflect our commitment to fostering innovation and excellence on a global scale.

    But our culture is more than words; it is also shaped by how our organization is structured. Our new operating model, implemented in 2023, defines how we work in a regulated environment to safely develop innovations that improve people's health and well-being responsibly and sustainably. We prioritize patient safety, quality, compliance, and integrity in everything we do. With this new structure, our culture-defining initiatives and programs are expected to have a greater impact as we focus on consistency and tangible action.

    For example, in October we held a global Timeout for Patient Safety and Quality, where our entire company took time to reflect on how our daily work affects patient safety and quality, where we can commit to taking personal and collective responsibility, and how to create a culture centered on patients and people. Initiatives like this, along with targeted learning activities like our Clinical and Medical Learning Hub, which provides world-class clinical training and resources, contribute to making our culture ‘real’ and deliver a sense of pride for our people.

    Considering the ever-changing economic, political, and health environment, we also remain flexible in our approach to how we work. We continue to adapt our hybrid model for more flexibility and collaboration, with a stronger focus on policies and programs that prioritize people and are tech-enabled for easier access and efficiency. This means we continue to:

    This comprehensive and people-centric strategy – combined with our operating model and targeted interventions – is designed to transform Philips into an even more agile, high-performing organization with a thriving culture at the core.

    8.3.3Workforce of the Future

    In 2022, transformingThrough 2023, our organizationStrategic Priority recruitment team continued to focus on delivery of the roles most critical to the delivery of our strategy. Together, the Strategic Priority team delivered 1,427 hires within R&D, Q&R and Clinical roles at Corporate Grade 70 and above, and all Informatics roles. To further enhance our workforce forof the future, remainedTalent Acquisition delivered 20.2% of external candidates with MedTech experience.

    Early Career Talent

    Our Philips-wide Graduate Development Program (GDP) continues to perform well and increased from 40 participants in 2021 to 240 in 2023. The GDP lasts two years and includes two job rotations, as well as offering the graduates a key pillar of our People strategy. We are operating in a fast-changing landscape and adapting to changes in the nature of work accelerated by the pandemic. Moreover, at the end of 2022, a company-wide change initiative was launched. This requires us to continuously evolve capabilities in support of our business transformation. Our focus on the Workforce of the Future helps us attract, onboard, develop and retain a workforce that is fit for today and future with the skills and capabilities to successfully deliver on our strategic imperatives.

    We staff our positions based on assessed behavior, potential and capabilities. In 2022, we filled 71% of our Director-level and more senior positions from within the company. We ensure our candidates are high performers with strong potential – more than 69% of all internal vacancies were filled by appointing top performers. We supplement this internal growth with targeted external hiring, bringing in employees with the behaviors and capabilities we require for our Workforce of the Future.

    Strategic Capability Building

    We apply an enterprise-wide Strategic Workforce Planning approach, which all businesses, markets and functions adopt as part of the strategic planning cycle, to identify and develop the capabilities needed to realize our ambitions as a health technology company. This approach recognizes that capabilities are complex, with people, processes and systems being developed holistically. In 2022, we strengthened our focus on strategic priorities and top talent and used the lens of strategic enterprise capabilities to streamline our talent attraction, onboarding,comprehensive learning and development initiatives.track, and access to career centers to help guide future steps. Philips also gave meaningful work experience to 1,802 interns, offering 321 of them permanent employment after their internship.

    Total Workforce Strategy

    We continue our Total Workforce Strategy, which considers all sources of skills, capabilities, locations and changes in the labor market in order to deliver the Workforce of the Future. Our Right Shoring & Sourcing methodology is used to implement this strategy. This methodology steers improvements in workforce composition towards the ‘right shore’ (onshore, nearshore and offshore) and the ‘right source’ (employees, contingent workers and outsourced)external services). The program has delivered € 20EUR 11.4 million in savings in 2022.2023.

    We continue workingIn 2023 we started with the Freelance Management System, which covers India,implementation of our external workforce strategy. In addition, we have been looking at how we are attracting contingent workforce talent. Direct sourcing has been expanded to 32% in the Netherlands, Germanyto 14% in the United States, and has been rolled out to India. To strengthen the USA. By advertising opportunities for freelancers onway we directly source contingent workforce talent, our own career site alongside employee jobs, in 2022 we filled 48% of all our freelancer roles without havingPhilips employer value proposition is utilized for the different Functions to go through staffing agencies.

    Our Philips-wide Graduate Development Program (GDP) continues to perform well and has increased from 40 participants in 2021 to 285 in 2022. The GDP lasts two years and includes three job rotations, as well as offering the graduates a comprehensive learning and development track and access to career centers to help guide future steps. We continue focusing on campus hiring, with 901 campus hires in 2022. Philips also offered meaningful work experience to 1,822 interns in 2022, and they formed a critical source of our graduate hires – with 55% of all graduate hires having been an intern with us prior.attract these contingent workers.

    8.4.38.3.4Diversity, Inclusion & Diversityand Well-Being

    As a health technology leader, we attach great importance to the health and well-being of our workforce and to creating an environment of inclusion and belonging, where all employees feel psychologically safe. Our company’s success depends on our employees feeling valued, respected, and empowered to contribute fully. We are a diverse team made up of some 77,000approximately 70,000 individuals across over 100 countries, all with different backgrounds, perspectives, and experiences. We fully value and leverage these differences to ensure that creativity and innovation can flourish. Philips’ commitment towards Inclusion & Diversity is reflected in our General Business Principles and the company-wide Inclusion & Diversity Policy and Fair Employment Policy.

    Representation

    We continue to put in place measures to enhance representation of diverse talent at all levels within the organization, and to ensure that representation at senior management levels reflects the diversity of our stakeholders, including consumers, our customers and their patients.

    To this end, in 2022, Philips restated its commitment to having 35% of senior management positions held by women, by the end of 2025. Senior management positions (including senior directors and executives) amount to approximately 1,300 employees.1,155 employees, 363 females (31.4%), 792 males (68.6%) at the end of 2023. As of year-end 2022,2023, we had reached our initial goal (set in 2020) of a 30% representation of women in senior management.

    Our Supervisory Board has adopted the Diversity Policy for the Supervisory Board, Board of Management and Executive Committee, which also includes the Supervisory Board’s aim that at least one-third of the members of each of the Board of Management and the Executive Committee are women and at least one-third are men. For more information on the Diversity Policy, please refer to Report of the Corporate Governance and Nomination & Selection Committee

    At year-end, none of the three members of the Board of Management were women, and tworemained male, with three out of the other nine10 members of the Executive Committee were women. Thesebeing female. The Executive Committee numbers reflect a slight declineincrease compared to previous years (2021: 32022, where there were two women out of 13; 2020: 3 out of 15),twelve in total, pending expected announcements of new leaders. The company generally seeks to fill vacancies by considering candidates that bring a diversity of (amongst others) gender, and it is noted that thegender. The selection of candidates is based on merit and there have been and may be pragmatic reasons – such as other relevant selection criteria and the availability of suitable candidates – that have impacted the achievement of our gender diversity goals.

    Long-term Inclusion & Diversity ambitions are embedded in our People strategy. In our ongoing effort to increase transparency and accountability, we are sharingshare data on the representation of women throughout our businesses, marketsBusinesses, Regions and functions,Functions, including a monthly review with the Executive Committee. We closely monitor the inflow, advancement and outflow of talent, which makes it possible to customize goals and intervene where appropriate. We continue variousimportant initiatives aroundthat address unconscious bias, health and well-being, inclusion and development of underrepresented talent.

    Philips Group

    Gender diversity

    in %1)

    Chart visualChart visual
    1)Includes Domestic Appliances

    Philips Group

    Generation diversity

     in %

    2023
    Generation Z (1997 and onwards)11%
    Generation Y / Millennials (1981 - 1996)48%
    Generation X (1965 - 1980)33%
    Baby Boomers (1946 - 1964)8%

    Philips Group

    Employees by age group

    Employee age groupUnder 3030 to 50Above 50Total
    %185923100

    At Philips, we remain committed to a multi-generational workforce, as the presence of generational diversity is a key factor to foster creativity, productivity and innovation. The different life experiences of a multi-generational workforce support collaborative decision making and the inclusion of different beliefs and points of view. 

    Global Diversity Council

    Our Global Diversity Council is comprised of 10 senior leaders representing our businesses, marketsBusinesses, Regions and functions.Functions. The Council provides governance and oversight on diversity efforts, promotes company-wide behavior change, and communicates on progress. Additionally, every Council member is an Executive Sponsor to one of our Employee Resource Groups.

    Employee Resource Groups

    Since 2016, Employee Resource Groups (ERGs) provide an inclusive space for employees to support and care for one another, develop skills, experience meaningful cultural connections, expand their knowledge, all while strengthening relationships among the Philips community.

    Philips currently has 1311 ERGs globally, with over 7,00010,000 employees participating: Able & Allies; Asian Employee Resource Group; Black Employee Resource Group; #BeTheChange Network; Caregivers Network; Future Leaders and Rising Employees; Latinx Employee Resource Group; Middle Eastern Employee Resource Group; Philips Empowering Parents; Philips Women Lead; Pride Network; Veterans and Family Coalition; and Neurodiversity Network.

    Health & Well-being

    In 2022,2023, we embeddedevolved our (mental) health and well-being framework further acrossto incorporate two additional pillars of well-being – career and environmental – enhancing our businesses, marketsholistic approach and functions.integrating global and local programs. We continued to address mental health by further rolling out the Employee Assistance Program (EAP), extending the service to a further 25 countries, including crisis support for Ukraine and Poland..

    We grew our Mental Health Champion program to 180250 Champions across the globe, providing accredited training for peer-to-peer confidential support. We developed Compassionate leadership training for all our people managers, as well as encouraging dialogues around self-care, building trust and resilience. We also encouraged leader-led dialogues on mental health, to remove stigmalaunched a Manager Mental Health toolkit, complemented by training sessions.

    Along with International Women’s Day and help engender a sense of psychological safety.

    Our efforts culminated inPRIDE, Philips also recognized World Health Day and World Mental Health Day, with a variety of virtual mental well-being sessions and self-care tipsresilience practices that engaged employees from across our markets.Regions. In collaboration with Philips University, the Philips Energy Management well-being program was further extended across the organization. 

    Building Capability

    capability

    In 2022,2023, we deployed bias training to all recruiters, continued the deployment of Unconscious Bias traininglearning journey for employees with a focus on emotional wellness, and launched a learning series for all employees called Learn With Us, where we featured Diversity, Inclusion and Well-being best practices from across the organization while focusing new content on Allyship, Resilience and Psychological Safety. In North America, we launched four mandatory e-learnings, reaching our 20,000 employees in this market.globe.

    External awards

    Many stakeholders, including customers and potential partners and employees, view third-party assessments as objective indications of how well we are demonstrating the strength of our commitment. Awards received in 2022 included:2023 included Forbes Best Employers for Women;Women, Forbes Best Place to WorkEmployers for Diversity, and Forbes Best Employers in America; Forbes World Best Employers; and 100% Human Rights Campaign’s Corporate Equality Index.Texas.

    8.4.4Our culture

    Culture is foundational to achieving our strategic ambitions. Our behaviors create a shared understanding of how we all need to act in order to live up to our purpose of improving the lives of people around the world. All Philips employees are expected to commit to living our behaviors – customers first, patient safety, quality and integrity always, team up to win, take ownership to deliver fast, and be eager to improve and inspire – every step of the way. As we evolve our culture, we will drive patient- and people-centricity, accountability and empowerment, transparency and execution rigor in order to become an industry-leading player in HealthTech.

    External partnerships

    As we continue strengtheningto focus on integrating inclusion, belonging and equity into the employee experience, we see value in partnering with diverse professional network organizations and job boards to sharpen our position as a focused leader in health technology, leading with open, respectfulfocus on the development and caring communication is critical. We foster a culture within Philips that will help us achieve operational excellence and extend our solutions capability to address our customers’ unmet needs. Patient safety and quality are at the heartretention of our purpose. To further strengtheninternal diverse talent and increasing representation of diverse talent across our patient- and people-centric culture,organization. In 2023, we launched in 2022renewed a company-wide ‘Accelerating Patient Safety & Quality’ culture program. We also foster an inclusive and psychologically safe environment where our people feel valued for who they are and for their contributions. We do this through our rich Well-being offering, as well as a ‘Speak Up!’ campaign in 2022. As a health technology leader, the health and well-being of our people is imperative for success.

    In the wake of the evolving external economic, geopolitical, and global health situation, we remain flexible in our ways of working, making use of learnings developed through the COVID-19 pandemic. We have embraced a hybrid working model that offers greater flexibility and improved collaboration across teams. Our new ways of working are defined by three goals:

    All of the above underpins how we lead, engage, hire and develop our employees. We have been focusing on well-being, deepening our leadership asks into the organization and supporting our culture shift as a leading innovative, customer-focused health technology company.

    We are building an organization that is fit for today and the futurepartnership with the skillsNational Black MBA Association and capabilities needed to successfully deliver on our strategic imperatives. We attract, onboardintroduced partnerships with the National Sales Network, Circa and retain the best talent to accelerate our business transformation.Mogul.

    8.4.58.3.5Employee engagement

    We continue to keep a close pulse on our employee sentiment through our quarterlybi-annual Employee Engagement Survey. Amidst the changes across the company, our Employee Engagement Survey (EES) saw an extremely high response rate of 73%, which means that almost 50,000 employees participated.

    In 2022,2023, average employee engagement scores remained high at 77% in line withdecreased to 73% – lower than the Fortune 500 benchmark. However thereThe decrease in employee engagement scores, specifically in the first half of the year, did not come as a surprise, as we announced employee reductions and organizational changes in January and many of our employees were (pre-) informed of how they would be impacted. There was a declinesignificant improvement (5 percentage points) in overall engagement levelsthe EES scores in the second half of 2022. This feedback does not comethe year, as a surprise given the recent challenges thatemployees settled within the company has encountered and the announcement of productivity measures.new organization structure.

    Philips Group

    Employee Engagement indexIndex

    202020212022202120222023
    Favorable79%77%79%77%73%
    Neutral14%15%14%15%17%
    Unfavorable7%8%7%8%10%

    In a challenging businesschanging environment, we listened actively to our employees to provide them with greater clarity on future direction and enable them to proactively deal with change to meet our customer and patient needs. In 2023, we introduced specific sessions around Patient Safety and Quality. We saw that our employees feel comfortable reporting a patient safety or quality concern, while some employees feel that we can learn more from reviewing quality and regulatory events, and that there is an opportunity to improve training and recognition on these topics. This is critical given the culture of people- and patient-centricity that we aspire to.

    Using the Customer Experience Index, we look at how well employees think we orient ourselves tofocus on customer needs. These inputs are actively exchanged with the customer experience team to design and work on related programs.
     
    Customer Experience team.

    Our employee engagement is primarily driven by how prouda clear understanding of our customer needs and delivering on commitments that we make to each other. The results of the EES indicate that employees feel to work for Philips, as well as feeling that they can be themselves and have trusting relationships at work. Another significant factor driving engagement is our high scores on the Inclusion & Diversity index, which staysremains above the Industry Benchmark.industry benchmark.

    8.4.68.3.6Employment

    The total number of Philips Group employees was 69,656 at the end of 2023, compared to 77,233 at the end of 2022, compared to 78,189 at the end of 2021, a decrease of 956 FTE.7,577 FTEs.

    TogetherOn January 30, 2023, we launched a multi-year plan to create value with the announcementsustainable impact. Part of this plan is to improve performance and simplify our Q3 results in October 2022, we hadway of working to takeimprove our agility and productivity. This includes the difficult, decision to reduce our workforce by approximately 4,000 roles globally. This was followed in January 2023 by the announcement of a furtherbut necessary reduction of our workforce by an additionalaround 6,000 roles globally.globally by 2025. This is in addition to the 4,000 reductions announced in 2022. As we gowent through this change, we dodid it with the utmost care and respect for our people, with a strong focus on supporting themthose who were directly impacted by the reductions in finding a new role.

    Subject to local country legislation, our support offers include:

    Philips Group

    Employees per segment

    in FTEs at year-end

    202020212022202120222023
    Diagnosis & Treatment32,19332,39032,90429,09430,33528,397
    Connected Care15,86617,75116,67321,04719,24117,549
    Personal Health10,25310,1349,31910,1349,3199,085
    Other16,68917,91318,33717,91318,33714,626
    Philips Group75,00178,18977,23378,18977,23369,656

    Philips Group

    Employment

    in FTEs

    202020212022202120222023
    Balance as of January 173,31175,00178,18975,00178,18977,233
    Consolidation changes:    
    Acquisitions722,594872,5948727
    Divestments(744)(33)(744)(33)(353)
    Other changes1,6181,338(1,010)1,338(1,010)(7,251)
    Balance as of December 3175,00178,18977,23378,18977,23369,656

    Geographic footprint

    Approximately 56% (2022: 58% (2021: 59%) of the Philips workforce is located in matureMature geographies and 44% (2022: 42% (2021: 41%) in growthGrowth geographies. In 2022,2023, the number of employees in matureMature geographies decreased by 1,774.5,392. The number of employees in growthGrowth geographies increaseddecreased by 819.2,184.

    Philips Group

    Employees per geographic clusterarea

    in FTEs at year-end

    202020212022202120222023
    Western Europe19,92519,77519,29719,77519,29716,900
    North America21,11821,80720,61821,80720,61818,094
    Other mature geographies4,6644,6834,5764,6834,5764,105
    Mature geographies45,70746,26544,49146,26544,49139,099
    Growth geographies29,29431,92332,74231,92332,74230,558
    Philips Group75,00178,18977,23378,18977,23369,656

    Employee turnover

    In 2022,2023, employee turnover amounted to 17.5%17.6%, of which 11.1%9.5% was voluntary, compared to 17.6% (10.0%17.5% (11.1% voluntary) in 2021.2022. External benchmarks show that our voluntary employee turnover remains in line with similar-sized companies, and that we are reasonably successful in retaining our employees.

    Philips Group

    Employee turnover 2023

    in number of employees

    StaffProfessionalsManagementExecutivesTotal
    Female2,9352,261237195,452
    I choose not to self-identify 1  1
    Male2,5833,676527506,836
    Philips Group5,5185,9387646912,289

    2022Philips Group

    Employee turnover 2023

     StaffProfessionalsManagementExecutivesTotal
    Female23.2%16.7%14.6%22.4%19.6%
    Male19.5%14.5%14.5%17.5%16.2%
    Philips Group21.3%15.3%14.5%18.7%17.5%
    StaffProfessionalsManagementExecutivesTotal
    Female23.1%16.8%17.9%26.8%19.7%
    I choose not to self-identify 6.3%  3.9%
    Male18.7%14.5%18.3%23.4%16.1%
    Philips Group20.8%15.2%18.1%24.3%17.6%

    Philips Group

    Voluntary turnover 2023

    2022

    StaffProfessionalsManagementExecutivesTotalStaffProfessionalsManagementExecutivesTotal
    Female12.9%11.8%9.2%11.8%12.2%11.9%9.6%7.5%9.9%10.6%
    I choose not to self-identify 6.3%  3.9%
    Male11.8%9.9%8.2%7.1%10.4%11.1%7.8%7.1%6.1%8.8%
    Philips Group12.3%10.5%8.5%8.2%11.1%11.5%8.4%7.2%7.0%9.5%

    The rate of employee turnover reported, is calculated in headcount as a monthly average across the reporting period.

    8.4.78.3.7Equal opportunities and equal pay

    As a company, Philips is committed to ensuringremunerating equal pay for equal work. In the Netherlands,We ensure that all employees are compensated fairly and without inequity based on gender, race, or any other characteristic protected by law.

    A pay equity review is a crucial process that reflects our commitment to fostering fairness, equality, and transparency within our organization. Annually, Philips was certifiedconducts a comprehensive analysis of its compensation structure to ensure that all employees are remunerated fairly for Gender Equality by Economic Dividends for Gender Equality (EDGE) in 2021.their skills, experience, and contributions, regardless of human characteristics that can lead to potential biases. The study did not find asystematic measurement of gender pay gapgaps within Philips is an integral aspect of our operational practices. This commitment ensures that exceedswe not only provide equal opportunities, but also uphold fairness in compensation for the threshold as setwork undertaken by EDGE. Philips continuesour diverse workforce. This dedication to study gender pay parity using EDGE methodology. Manytransparency and proactive correction reflects our overarching commitment to fostering an environment of equality and inclusivity within the company.

    In alignment with our global ethos, many countries in which Philips operates have already undertakenembraced the practice of regular pay equity reviews for example inover several years. Notable examples include Australia, UK,the United Kingdom, Sweden, India, and certain US states. Instates within the US,United States. This demonstrates our unwavering dedication to upholding the principles of equity and inclusivity on a global scale. When an unexplained gap is brought to light, immediate actions are taken to rectify the situation. Furthermore, Philips will be executingis committed to understanding the underlying factors contributing to these unexplained gaps, and formulating proactive measures to prevent such occurrences in the future.

    Specifically focusing on the United States, Philips embarked on a significant initiative in the form of a company-wide Pay Equity & Transparency Project starting in 2022 and culminating in 2023. This project builds upon the successful groundwork laid during 2023, originally scheduledpay equity reviews at the state level in the US. The objective has been to create a comprehensive and standardized approach to pay equity and pay transparency, ensuring that all employees across the US are remunerated fairly, in accordance with their skills and responsibilities. All US employees have the right to request pay transparency and understand their position against peers, which is over and above the current legislative requirements.

    The Pay Equity Project is a testament to our commitment to not only meeting but exceeding legal and regulatory requirements. By proactively addressing pay equity concerns, we aim to create an inclusive work environment that fosters diversity and promotes equal opportunities for 2022, building on work completed at US state level.everyone within the organization. This initiative reinforces our belief that fair compensation is not only a legal obligation but a fundamental ethical responsibility that contributes to the overall success and sustainability of our company.

    Through this proactive approach, we strive to set an industry standard for pay equity, demonstrating that a commitment to fairness and equality is not only beneficial for our employees but also the long-term success and reputation of Philips as a global leader in innovation and healthcare solutions.

    8.4.88.3.8Living wage

    Philips can only achieve its aim to improve the lives of 2.5 billion people per year by 2030 if we support and empower our people, so they can be their best and perform effectively. To this end, we conducted a living wage analysis for the fourth year in a row on the lowest salaries in every country in which we currently operate.

    The living wage is a concept defined by Anker and Anker (2017) as “Remuneration received by a worker in a particular place sufficient to afford a decent standard of living for the worker and her or his family. Elements of a decent standard of living include food, water, housing, education, healthcare, transport, clothing, and other essential needs, including provision for unexpected events”. We combined forces with Valuing Nature, several local NGOs, WageIndicator and other global corporates to develop living wage standards that are complete and have a reliable geographical scope.

    Based on the living wageLiving Wage analysis conducted in 2022,2023, all Philips employees received wages and benefits that are consistent with at least the minimum Living Wage standard for an individual. Furthermore, 99%approximately 97% of Philips employees received wages and benefits that are consistent with at least the minimum Living Wage standard for a family (based on reference data and guidance from WageIndicator)Wage Indicator). Assuming no significant changes in reference data, it is expected that the wages of the 1% of employees currently below the family standard will be within that standard in the course of 2023.

    8.4.98.3.9Health and Safety

    In 2022,2023, the safety of our employees remained paramount. However, asAs the COVID-19 pandemic enteredcontinued the endemic phase, the centralized controls put in place during the pandemic were relaxed in line with local governments’ advice. Control was gradually returned from the Group Crisis Operations Team to the local Crisis Management Teams. As Philips started to resumeresumed normal operations, office occupancy started to rise, and business travel restarted. However, critical control measures were maintained, including maintaining safety stocks of PPE, and the internal website containing guidance was updated regularly. Campaigns and advice concerning the importance of vaccinations was promoted widely.maintained. Philips has emerged from the pandemic with a good record of management and control that restricted the impact of the pandemic on employees and the wider business operations.

    At Philips, we strive for an injury-free and illness-free work environment. Since 2016, the Total Recordable Cases (TRC) rate has been defined as a Key Performance Indicator (KPI). A TRC is a case where an injured employee is unable to work for one or more days, has medical treatment, or sustains an industrial illness. We set yearly TRC targets for the company, businesses and industrial sites.

    We recorded 172 TRCs in 2022, a 19% decrease compared to 2132023, the same as in 2021.2022. While our workforce continued to expanddecreased in 2022,2023, the TRC rate decreasedincreased from 0.290.23 per hundred FTEs in 20212022 to 0.230.24 in 2022.2023. 

    In 20222023 we recorded 8190 Lost Workday Injury Cases (LWIC). These are occupational injury cases where an injured person is unable to work for one or more days after the injury. This represents a 29% decrease9% increase compared with 11481 in 2021.2022. The LWIC rate decreasedincreased to 0.110.12 per 100 FTEs in 2022,2023, compared with 0.160.11 in 2021.2022. The number of Lost Workdays caused by injuries decreased by 2161,471 days (5%(37%) to 4,0202,549 days in 2022.2023.

    8.4.108.3.10Human rights

    Philips strongly believes that companies have both the responsibility to respect human rights and the ability to protect them. Philips’ Human Rights Policy, General Business Principles, Supplier Sustainability Declaration and other relevant policies detail how Philips respects human rights, in line with the International Bill of Human Rights and the International Labor Organization’s Declaration on Fundamental Principles and Rights at Work.

    In this regard, Philips follows the guidance given in the UN Guiding Principles on Business and Human Rights and the Organization for Economic Co-operation and Development (OECD) Guidelines for Multinational Enterprises. Philips has also been a signatory to the UN Global Compact since 2007. Philips’ Board of Management is responsible for strategy and oversight of all company activities across the three ESG dimensions, including human rights. The Board also monitors progress and takes corrective action where needed.

    In addition, a cross-functional project team, comprised of a Human Rights Manager and professionals from several business functions, is in place to drive several human rights initiatives. The project team is overseen by the Human Rights Steering Committee, consisting of senior leaders from Operations, Legal, Human Resources and Sustainability.

    In 2023, we continued to develop our due diligence strategy by conducting Human Rights Impact Assessments (HRIA). Philips conducted Human Rights Impact Assessments (HRIAs) at its sites in Pune (India) and Varginha (Brazil), living up to its commitment of conducting HRIAs at 100% of its at-risk sites by 2023. Philips intends to monitor the progress and findings from these sites and take them on a continuous improvement journey regarding human rights topics.

    Although the Human Rights Impact Assessment of selected sites is primarily focused on Philips own operations, a derived deep-dive approach for certain suppliers has been rolled out since 2022. For 8 suppliers, a focused assessment on human rights was conducted, compared with the broader Supplier sustainability assessment approach which covers sustainability more holistically and is detailed in Supplier sustainability.

    Our Human Rights Report contains detailed information regarding our progress, targets, and plans for continuous improvement.

    8.3.11Supplier sustainability

    Philips’ purpose to improve people’s health and well-being extends throughout our value chain. At Philips, we have a direct business relationship with approximately 4,900 product and component suppliers and 16,100 service providers. Our supply chain sustainability strategy is evaluated annually through a structured process, combined with multi-stakeholder dialogues. From this, we have developed multiple ESG programs aimed at driving sustainable improvement. These programs cover compliance with our policies, improvement of our suppliers’ sustainability performance, our approach towards responsible sourcing of minerals, and reducing the environmental impact of our supply base. Supplier engagement in these programs is driven by screening ESG opportunities and risks, evaluating materiality and impact along the lines of material, industry, and geographical characteristics.

    Procurement and supplier information sessions are scheduled on an ongoing basis. During these sessions, our supplier ESG expectations are shared and clarified. Training courses are organized to support suppliers in meeting those expectations. In addition, suppliers are supported in improving their ESG performance via individual training. Where data is available, suppliers are informed on their performance compared to industry peers, and best practices are shared, and their adoption encouraged. During the sourcing process, supplier ESG indicators are evaluated. In addition to minimum requirements set out in our Code of Conduct, suppliers with a better ESG performance are considered favorably.

    Supplier sustainability compliance

    Two core policy documents form the basis of our supplier sustainability compliance approach: the Supplier Sustainability Declaration and the Regulated Substances List.

    Supplier Sustainability Declaration (SSD)

    The SSD sets out the standards and behaviors Philips requires from its suppliers. The SSD is based on the Responsible Business Alliance (RBA) Code of Conduct, in combination with several additional Philips-specific expected behaviors. The Code is in alignment with the UN Guiding Principles on Business and Human Rights and key international human rights standards, including the ILO Declaration on Fundamental Principles and Rights at Work and the UN Universal Declaration of Human Rights. It covers topics such as Labor, Health & Safety, Environment, Ethics, and Management Systems. The RBA is the world’s largest industry coalition dedicated to responsible business conduct in global supply chains. As a Regular member of the RBA, Philips is required to commit publicly to the RBA Code of Conduct and actively pursue conformance to the Code and its standards, which must be regarded as a total supply chain initiative.

    Regulated Substances List (RSL)

    The RSL specifies the chemical substances regulated by legislation. Suppliers are required to follow all the requirements stated in the RSL. Substances are marked as restricted or declarable.

    All suppliers are required to commit to the SSD and RSL. Through integration of a Sustainability Agreement in our purchasing agreements, suppliers declare compliance to both the SSD and RSL. Upon request, they provide additional information and evidence.

    Supplier Sustainability Performance (SSP) – 'Beyond Auditing'

    In 2016, Philips first piloted its 'Beyond Auditing' approach to engage suppliers on ESG matters, with a focus on:

    This systematic approach is shown in the figure below and is a high-level representation of the SSP program.


    Drawing or illustration

    First, a set of references, international standards, and Philips requirements are used to develop the Frame of Reference, which covers management systems, environment, health & safety, business ethics, and human rights. For each, the maturity level of suppliers is identified in the Program Execution Wheel, which assesses suppliers against the Plan–Do–Check–Act (PDCA) cycle. Suppliers are then categorized through the Supplier Classification model, which differentiates on the basis of supplier maturity, resulting in supplier-specific proposals for improvement. The SSP process is monitored and adjusted through continuous feedback loops. The outcome of the SSP assessment is a supplier sustainability score ranging from 0 to 100. This score is based on supplier performance in environmental management, health & safety, business ethics, and human rights.

    Supplier classification

    Supplier selection for the program is based on significance. Significance of suppliers is determined through an assessment of the supplier’s associated ESG risks and opportunities, including material, industry, and geographical characteristics, as well as annual spend. In 2023, 152 of our suppliers were considered significant. After this initial assessment, the engagement strategy is tailored based on the suppliers’ current performance in terms of sustainability.

    Philips Group

    Significant suppliers - tier 1

    2023
    Number of suppliers152
    Spend as percentage of total20%

    There are four different engagement approaches: BiC (Best in Class), SSIP (Supplier Sustainability Improvement Plan), DIY (Do It Yourself) and PZT (Potential Zero Tolerance). The PZT status is a temporary status and requires immediate attention and action. Depending on the categorization, suppliers are engaged in different ways to improve their sustainability performance through agreed improvement plans.

    If a (Potential) Zero Tolerance is identified, immediate action is taken. If the requested additional information and evidence lead to the conclusion that there is no structural Zero Tolerance, the supplier’s status will be changed and the supplier will go back to the original track in the program. If the conclusion gives rise to a structural Zero Tolerance, the supplier is required to:

    Philips defines six Zero Tolerances:

    For more details on the SSP process, refer to the SSP brochure.

    Our 2023 results

    In 2023, five zero tolerances were found across the following categories: health and safety, labor, and environmental impact. All five cases were successfully closed in 2023 after confirmation of completion of the corrective action plan. One zero tolerance, found in the last quarter of 2022, has also been closed during 2023.

    Philips measures the impact of SSP engagements through the number of lives improved in the supply chain. This is derived from the improvements that suppliers make in their performance. To determine improvements, we calculate the pro rata change in performance from one year to the next.

    Philips Group

    Lives improved in the supply chain

     in thousands of Lives

    202120222023
    Lives improved in the supply chain430459723

    In 2023, the overall year-on-year improvement in performance was 37% for suppliers that received their first re-assessment in 2023. The number of employees impacted (first and second tier) suppliers participating in the SSP program was approximately 723,000. This figure includes suppliers assessed in the last three years, for which the supplier has communicated their number of employees via the self-assessment questionnaire, which was validated during the on-site assessment. For those workers, labor conditions improved, the risk of serious injury reduced, and the negative environmental impact of suppliers was brought down. This includes the workers at suppliers of the Domestic Appliances business, for which Philips continued the sustainability engagement. For a detailed break-down of percentage improvements realized by active suppliers in the past year, by comparing the assessment in 2023 to their previous assessment, refer to the following table.

    Philips Group

    SSP 2023 performance: pro-rata improvements

    in %

    TopicsPolicyProceduresImplementationManagement responsibilityCommunicationRisk controlTarget-setting & trackingCorrective action approachSupplier management
    Environment2%7%-2%10%2%23%15%10%-8%
    Health and Safety11%11%16%0%6%10%11%21%4%
    Business Ethics11%20%9%-4%26%21%33%26%1%
    Human Capital13%13%19%11%7%4%10%12%-2%

    Categories which showed the biggest improvement are: 

    In 2023, 158 suppliers were added to the SSP program (compared to 47 added in 2022). Of the population of suppliers that entered the program in the years before 2023 and have been assessed at least once in the past three years, 392 suppliers were still active in 2023 (compared to 249 in 2022). The combined group represents 77% of our significant suppliers who are in the program.

    As part of our commitment to improve the lives of 1 million workers in the supply chain by 2025, we increased our engagement with second-tier suppliers. By teaming up with Tier 1 suppliers in conducting the assessment, Philips has supported in building ESG supplier management skills. In 2023, 110 second-tier suppliers entered the program, resulting in a total number of 138 second-tier suppliers engaged with in the last three years.

    Additional progress made in 2023

    Philips is actively applying the latest insights in data science and machine learning methods to make the SSP program more efficient. Through the use of reference data collected over 1,600 assessments in the past years, Philips is working towards integrating maturity and improvement predictions in the program. This is expected to support us in determining the sustainability maturity of suppliers, while also increasing the effectiveness of our supplier improvement approach.

    On an annual basis, Philips experts organize quality trainings in the sustainability area for suppliers in the scope of the SSP program.

    Responsible sourcing of minerals

    The supply chains for minerals are long and complex. Philips does not source minerals directly from mines as there are typically 7+ tiers between end-user companies like Philips and the mines where the minerals are extracted. The extraction of minerals can take place in conflict-affected and high-risk regions, where mining is often informal and unregulated, and carried out at artisanal small-scale mines (ASM). These ASMs are vulnerable to exploitation by armed groups and local traders. Within this context, there is an increased risk of severe human rights violations (forced labor, child labor or widespread sexual violence), unsafe working conditions or environmental concerns.

    Philips addresses the complexities of minerals supply chains through a continuous due diligence process, combined with active participation in multi-stakeholder initiatives to promote the responsible sourcing of minerals.


    Conflict minerals due diligence

    Each year, Philips investigates its supply chain to identify smelters of tin, tantalum, tungsten and gold in its supply chain and we have committed to not purchasing raw materials, sub-assemblies, or supplies found to contain conflict minerals.

    Philips applies collective cross-industry leverage through active engagement via the Responsible Minerals Initiative (RMI). RMI identifies smelters that can demonstrate, through an independent third-party audit, that the minerals they procure are conflict-free. In 2023, Philips continued to actively direct its supply chain towards these smelters.

    The Philips Conflict Minerals Due Diligence framework, measures and outcomes are described in the Conflict Minerals Report that we file annually to the US Securities and Exchange Commission (SEC). The conflict minerals report is also publicly available on Philips’ website. Philips fully supports and complies with the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas (OECD Guidance).

    Each year, we work with our suppliers on the quality of their due diligence reporting by setting minimum criteria for the Conflict Minerals Reporting Templates (CMRT). For the 2023 Conflict Minerals Report, Philips significantly strengthened the acceptance criteria for CMRTs as it intensified the required due diligence performed by suppliers towards the use of smelters of high concern. In addition, we strive to reduce the number of non-identified smelters. As a result, the percentage of CMRTs that satisfied minimum acceptance criteria has decreased by 13 percentage points.

    Philips Group

    Conflict Minerals Due Diligence results

    Key performance indicator202120222023
    Response rate of suppliers (%)99%95%95%
    CMRTs that reached minimum acceptance criteria (%)84%78%65%
    Non-listed smelters in our supply chain (#)000
    Drawing or illustration
    Cobalt

    Philips has performed due diligence on cobalt since 2019. We use cobalt predominantly in lithium-ion batteries. As part of this initiative, we engaged suppliers that provide materials containing cobalt. In 2023, we again reached a 100% response rate (2022: 100%).

    Multi-stakeholder initiatives for responsible sourcing of minerals

    We believe that multi-stakeholder collaboration in the responsible sourcing of minerals is the most viable approach for addressing the complexities of minerals value chains.

    European Partnership for Responsible Minerals (EPRM)

    Philips is a founding partner of EPRM and has been a strategic member since its inception in May 2016. EPRM is a multi-stakeholder partnership between governments, companies, and civil society actors working toward more sustainable minerals supply chains. The goal of EPRM is to create better social and economic conditions for mine workers and local mining communities by increasing the number of mines that adopt responsible mining practices in Conflict-Affected and High-Risk Areas (CAHRAs).

    EPRM is an accompanying measure to the EU Conflict Minerals Regulation dedicated to making real change ‘on the ground’. Through EPRM, Philips supports activities to improve responsible mining practices in mining areas in CAHRAs and shares our knowledge and practice in conducting due diligence. Since 2018, Philips has actively participated in several working groups focused on strengthening the responsible production of minerals, as well as improving responsible sourcing practices.

    Supplier decarbonization program

    Since 2003, Philips has looked at ways to improve the environmental performance of its suppliers. When it comes to climate change, we have adopted a multi-pronged approach: reducing the environmental impact of our products, committing to carbon neutrality in our own operations, and engaging with our supply chain to reduce their carbon footprint. Through initiatives such as the CDP supply chain program, Philips motivates its suppliers to disclose emissions, embed board responsibility on climate change, and actively work on reduction activities.

    In October 2021, during COP26, Philips announced its target to have at least 50% of its suppliers (based on spend) committed to science-based targets for carbon reduction by 2025.

    Philips Group

    % of suppliers committed to science-based targets

    202120222023
    % of suppliers committed to Science Based Targets28%41%46%

    We consider suppliers to have committed to science-based targets when this is communicated via the Science Based Targets initiative (SBTi), the suppliers' CDP disclosures, or public websites and announcements (on a 'Science Based Target', 'Net Zero Target', or equivalent). Multiple activities have been deployed to help us achieve this climate target. We consider spend to be relevant if it relates to product and component suppliers and relevant service providers, like logistics and information technology suppliers.

    CDP engagement: Since 2011 we have been partnering with CDP Supply Chain, through which we invite suppliers to disclose their environmental performance and carbon intensity. In 2023, there was a response rate of 93% (2022: 85%). With 500 of our biggest suppliers included in the CDP engagement program in 2023, CDP confirmed Philips is in the top tier in terms of its supplier engagement coverage.

    Of the group that responded, 60% engaged in emission-reduction initiatives (2022: 59%). In addition, 48% committed to carbon emission targets (2022: 47%). In the 2023 survey, our suppliers reported 14 million metric tonnes CO2 savings from improvement projects undertaken in 2023.

    Philips Group

    Supplier response rate to CDP questionnaire

    202120222023
    Supplier response rate to CDP questionnaire87%85%93%

    Data-driven insights: Through accurate data insights, Philips’ buyers are enabled to consider climate action in their supplier selection. In 2023, 46% of our purchases (in spend) were made at suppliers that have committed to science-based CO2 reduction targets.

    Capability building: We support suppliers in advancing their company approach to climate action, offering guidance that is tailored to their climate action maturity. In 2023, we further grew the offering of tailored feedback and guidance for 80% of our suppliers to support their growth in capabilities and help improve their approach.

    Opportunities for decarbonization: Through on-site assessments we identify energy efficiency opportunities that enable our suppliers to make cost-effective carbon reductions. Our team calculates for the supplier what the cost impact would be, and also the return. In 2023, 19 on-site assessments took place, which resulted in tailored plans for improvement. 

    8.3.12Total tax contribution

    To fulfill our company purpose, a responsible tax approach is required. We fully acknowledge our societal role when it comes to paying taxes in the geographies where value is created. We consider our tax payments as a contribution to the communities in which we operate, and part of our social value creation.

    Our Approach to Tax sets the standard for our conduct, by which individual employees, the company and its subsidiaries must abide. We consider tax in the context of the broader society, inspired by our stakeholder dialogues, global initiatives of the Organization for Economic Cooperation and Development and United Nations, human rights, international tax laws and regulations, and relevant codes of conduct.

    Under the ultimate responsibility of the Board of Management, the Chief Financial Officer annually reviews, evaluates, approves and where necessary adjusts Philips’ approach to tax. Part of our approach is to acknowledge the importance of transparency in respect of our tax contributions. Philips supports and participates in transparency initiatives such as the Dow Jones Sustainability Index (DJSI) and the Tax Transparency Benchmark of the Dutch Association of Investors for Sustainable Development (VBDO). The Tax Transparency Benchmark is a study conducted by the VBDO on tax transparency practices among Dutch and European listed companies. The 2023 benchmark assessed the tax transparency practices of 51 Dutch companies and 65 listed companies from Belgium, Denmark, France, Germany, Italy, Spain, and Sweden. Philips scored the maximum achievable 40 points. The jury noted our comprehensive Country Activity and Tax Report 2022, which explicitly linked to the GRI 207 Tax Standard and included information on environmental and social factors. Furthermore, the jury commended Philips for the clear description of the role taxes play within its value creation model. In addition, Philips scored a top score (100 out of 100) in the Tax Strategy section of the 2023 Dow Jones Sustainability Index. 

    Since 2020, we have been providing certain voluntary disclosures about taxes paid and collected in the countries in which we operate. The 2023 Country Activity and Tax Report is published on our website, in addition to, and simultaneously with the disclosures on tax included in this Annual Report.

    Philips has a Tax Control Framework in place that forms part of its standard set of Internal Controls over Financial Reporting (ICFR). Philips' tax position is therefore reflected in its financial statements and covered by the Board of Management's report on ICRF and its conclusion regarding the effectiveness thereof, as referred to in the section Risk management and internal control.

    Philips also endorses the ambitions expressed in the Tax Governance Code published by Dutch employers' organization VNO-NCW. We comply with the principles prescribed in the Code, available at www.vno-ncw.nl/taxgovernancecode, and we have touched upon the elements of this code in our Country Activity and Tax Report.

    In 2023, Philips contributed to the communities where we operate through taxes paid (e.g. corporate income tax) and taxes collected (e.g. VAT). Philips' total tax contribution in 2023, amounting to EUR 3,051 million, is presented by tax type in the following table. Please refer to our 2023 Country Activity and Tax Report for more details.

    Philips Group

    Total contribution 2023 per tax type

    in millions of EUR 

     Corporate income tax paidCustoms dutiesVAT1)Payroll taxOther taxesTotal
    Western Europe (17)9206844661,107
    North America(31)381237218859
    Other mature geographies353771161232
    Growth geographies657733234040853
    Philips Group521277372,0211153,051
    1)Includes VAT, GST and sales tax.

    8.3.13Philips Foundation

    Stichting Philips Foundation, an independent foundation organized under Dutch law, is a registered charity established in 2014. In 2022,2023, Royal Philips supported the Philips Foundation with a contribution of EUR 6.7 million and provided the operating staff as well as the expert assistance of skilled employeesvolunteers in the execution of the Foundation’s programs.

    The Philips Foundation’s mission is to reduce healthcare inequality by providing access to quality healthcare for underserved communities through meaningful innovation. It does this through the provision and application of Philips’ healthcare expertise, innovation power, talent and resources and by financial support. Together with key partners around the globe (including respected NGOs such as Red Cross organizations, UNICEF, Amref and Save the Children)(NGOs, academic partners, entrepreneurs), the Philips Foundation seeks to identify challenges where a combination of Philipshealthcare technology expertise and partner experience can be used to create meaningful solutions that have ana positive impact on people’s lives.

    Philips Foundation works in projects (grant-based) and through impact investments (loans and equity). The instrument depends on the status and self-sustainability of the respective healthcare technology in serving the more disadvantaged communities.

    8.4.118.3.14Working with stakeholders and advocacy

    Our stakeholder engagement is closely aligned with the company’s purpose to improve people’s health and well-being through meaningful innovation. One of our key ESG commitments is to be transparent about our plans, activities, targets, results and contributions to society, and to engage with shareholders, customers, business partners, governments and regulators through a variety of platforms. The purpose of our engagement efforts is to pursue and foster an open, meaningful, effective, and informed dialogue regarding our activities and our internal and external stakeholders’ needs, concerns and expectations. Please refer to the Philips Stakeholder Engagement Policy available at our website.

    The purpose of our advocacy efforts is to contribute to policy development and legislative processes and to support business opportunities in the areas relevant to Philips and its businesses, for example: health system resilience policies and investment plans; ESG, in particular on climate, circularity and green procurement; and Digital Health, such as AI, data protection, interoperability, cybersecurity, and technological sovereignty.

    In organizing ourselves around customers and markets, we conduct dialogues with our diverse stakeholders in order to explore common ground for addressing societal challenges, building partnerships and jointly developing supporting ecosystems for our innovations around the world. We derive significant value from our stakeholders across all our activities and engage with, listen to and learn from them. Working in partnerships is crucial to delivering on our purpose to improve people’s health and well-being through meaningful innovation. We incorporate feedback on specific areas of our business into our planning, actions, targets, policies and disclosures. In addition, we participate in meetings and task forces as a member of organizations including the World Economic Forum, WBCSD, Responsible Business Alliance (RBA), EFRAG, Dutch Sustainable Growth Coalition, the Ellen MacArthur Foundation, European Round Table for Industry, Platform for Accelerating the Circular Economy (PACE) and the European Partnership for Responsible Minerals.

    Furthermore, we engage with the leading Dutch labor union (FNV) and a number of NGOs, including Enough, GoodElectronics, the Chinese Institute of Public and Environmental Affairs, UNICEF, Amnesty International, Greenpeace, Friends of the Earth, and WageIndicator. We also engage with a variety of investors, analysts, institutional advisory and other organizations, such as Eumedion, ISS, Glass Lewis, VEB and VBDO. Please also refer to Investor information.

    In addition to our many stakeholder engagement sessions, our sustainability e-mail account (philips.sustainability@philips.com) enables stakeholders to share their issues, comments and questions, also about this Annual Report. The following table provides a non-exhaustive overview of our stakeholder engagement, which is also used for our materiality analysis.

    Stakeholder engagement overview (non-exhaustive)
    StakeholdersProcessesResults
    Employees
    • European Works Council
    • Local Works Councils
    • Individual employees

    Regular meetings, quarterly Employee Survey, employee development process, quarterly update webinars. For more information, refer to Social performance

    Regular mail updates, team meetings, webinars

    Engaged and informed employees, action plans, policies
    Customers
    • Hospitals
    • Retailers
    • Consumers
    Joint (research) projects, business development, Lean value chain projects, strategic partnerships, consumer panels, Net Promoter Scores, Philips Customer Experience Centers, Philips Customer Care centers, Training centers, social mediaNew technologies and processes, Frustration Free Packaging solutions, green consumer propositions, Life Cycle Analysis of products, EU Product Environmental Footprint pilots
    Suppliers
    • Chinese suppliers in the Supplier Development program
    • Randstad, Lenovo
    Supplier development activities (including topical training sessions), supplier forums, supplier website, participation in industry working groups like COCIR and RBA. For more information, refer to Supplier sustainability.Supplier improvement projects, supplier commitments to Science Based Targets to reduce CO2 emissions, joint projects
    Governments, municipalities, etc.
    • European Commission
    • US government
    • Chinese government

    Topical meetings, research projects, policy and legislative developments, business development, multi-stakeholder projects.

    Feedback on proposed legislation, investment plans, transition plans to a circular and low carbon society
    NGOs
    • UNICEF, International Red Cross
    • Friends of the Earth, Greenpeace
    Topical meetings, multi-stakeholder projects, joint (research) projects, innovation challenges, renewables projects, social investment program and Philips Foundation.Projects to increase access to care in underserved communities, action plans, policies
    Investors
    • Mainstream investors
    • ESG investors
    • Investor platforms
    Webinars, roadshows, capital markets day, Investor relations and Sustainability accountsGreen and Sustainability Innovation Bonds, visits to Philips Customer Experience Centers 

    8.58.4Governance

    8.5.18.4.1Corporate governance structure

    Koninklijke Philips N.V. (Royal Philips), a company organized under Dutch law, is the parent company of the Philips group. Its shares have been listed on the Amsterdam stock exchange (Euronext Amsterdam) since 1912. Furthermore, its shares have been traded in the United States since 1962 and have been listed on the New York Stock Exchange since 1987.

    Royal Philips has a two-tier board structure consisting of a Board of Management and a Supervisory Board, each of which is accountable to the General Meeting of Shareholders for the fulfillment of its respective duties. The Board of Management is entrusted with the management of the company. The other members of the Executive Committee have been appointed to support the Board of Management in the fulfilment of its managerial duties. See the chapter Corporate governance of this Annual Report, where the company addresses the main elements of its corporate governance structure, reports on how it applies the principles and best practices of the Dutch Corporate Governance Code, and provides other information required under Dutch law.

    Under the chairmanship of the President/Chief Executive Officer (CEO) and supported by the other members of the Executive Committee, the members of the Board of Management drive the company’s management agenda and share responsibility for the continuity of the Philips group, focusing on sustainable long-term value creation. In fulfilling their duties, the members of the Board of Management and Executive Committee are guided by the interests of the company and its affiliated enterprise, taking into account the interests of its stakeholders.

    The company is governed by Dutch corporateSupervisory Board supervises the policies, management and securities laws, its Articlesgeneral affairs of Association,Philips, and the Rules of Procedure ofassists the Board of Management and the Executive Committee with advice on general policies related to the activities of the company, including setting and executing the strategy of the Philips Group.

    Philips’ strategy, and the way it has been developed by the Board of Management under the supervision of the Supervisory Board, respectively. Its corporate governance framework is also basedclearly integrates the company’s impact in the field of sustainability, including the effects on people and the Dutch Corporate Governance Code (dated December 8, 2016) and US laws and regulations applicable to Foreign Private Issuers. Additionally, theenvironment. The Board of Management has implementedregularly convenes on ESG matters with other Executive Committee members (the Chief Operating Officer, the Philips GeneralChief Strategy & Innovation Officer, the Chief Human Resources Officer, the Chief Business Principles (GBP) and underlying policies, as well as separate codes of ethics that apply to employees working in specific areas of our business, i.e. the Financial Code of EthicsLeader Precision Diagnosis and the Procurement Code of Ethics. ManyChief International Markets Market Leader) and certain functional executives. Together they define Philips’ ESG strategy, commitments, programs, targets and policies, they monitor and evaluate progress and take corrective action where needed. Progress on ESG is reported on a quarterly basis to the Audit Committee of the documents referred to are published onSupervisory Board, which assist the company’s websiteSupervisory Board in fulfilling its oversight responsibilities for the integrity and more information can be found in Our approach to risk management.

    Please also refer to Corporate governance where the main elementsquality of the company’s corporate governance structure have been addressed.sustainability statements,

    ESG is also embedded in our core business processes, like innovation (EcoDesign), sourcing (Supplier Sustainability Program), manufacturing (Sustainable Operations), logistics (Green Logistics) and programs like the Circular Economy initiative.

    8.5.28.4.2Philips Business SystemOperating Model

    Our operating model – the Philips Business System (PBS) – integrates key aspects of how we operate – from our strategy, structure & governance, organizational design,policies, processes, and systems & data, to our people and team practices, and our& culture and performance management.

    Towards the end of 2022In 2023 we initiatedcontinued the process of simplifying the way we work to drive clear accountability and agility, and to unlock significant productivity and margin gains. This simplification – with end-to-end accountable businesses supported by a much leaner Group layer and strong Regions, together with a strengthened culture of patientpatient- and people centricity,people-centricity, innovation impact and clear accountability – is a primary enabler to drive flawless execution.create value with sustainable impact.

    It is designed to help us to fulfill our purpose of improving the health and well-being of billions of people and ensure the highest standards of quality and integrity in everything we do.

    8.5.38.4.3Quality & RegulatoryRisk management and patient safetyinternal control

    Enabling the delivery of patient-centric, safeThe company’s risk management and high-quality care – the essence of patient safety and quality – is inextricably linked to Philips’ purpose to improve the health and well-being of people through meaningful innovation. Patient safety and quality management represents the very foundation of our license to operate as a health technology company. Compliance with quality and regulatory standards is a pre-requisite for ensuring patient safety, which is Philips’ highest priority.

    Philips’ reputation – and ultimately our long-term business continuity and success – fully depends on the quality and safety of our products, services and solutions for patients, customers and consumers, and on our compliance with global regulations and standards. This has never been more crucial than in this last year as we continued to remediate the devices included in the Philips Respironics recall: see section below, ‘Philips Respironics voluntary recall notification’.

    Acting with due urgency, in 2022 we accelerated our focus on patient safety and quality, with the goal of achieving and maintaining the highest level of quality. We upgraded the Quality & Regulatory leadership team with emphasis on medical technology expertise; over 90% of the renewed team has direct industry experience. We further strengthened our Post Market Surveillance global complaint handling organization and improved ways of working; this represents a significant milestone toward improving investigation and issues reporting and moving away from transactional elements of complaint handling. In addition, Philips continued to focus on harmonizing processes and enhancing the quality culture across the enterprise. Activities include training approximately 77,000 employees throughout the world on key process changes and refreshers on quality and regulatory topics.

    As a global business, we must ensure compliance with various and evolving regulations and standards. In the dynamic medical technology industry, we also must stay ahead of innovation and trends such as data privacy and cybersecurity. This involves increased levels of investment to meet the competitive demands and evolving regulatory compliance activities in such areas as secure electronic transmission and storage solutions for protected personal information, protected health information, financial information, intellectual property, and other sensitive information related to our customers, consumers, patients, and workforce. For information on how Philips manages cybersecurity risk, please refer to Operational risks.

    Quality

    Quality isinternal control framework forms an integral part of the leadershipPhilips business planning and culture at Philips.performance review cycle. The purpose of our risk management is to identify and analyze the risks Philips faces in executing its strategy and activities, to set the risk appetite of the company, to take appropriate risk responses and to monitor its effectiveness. The objective of internal control is committed to deliveringmaintain integrated management control of the highest quality products, servicescompany’s operations, reporting, and solutions, which are compliantsafeguarding compliance with all applicable laws and qualityregulations. As part of its internal control framework, Philips has implemented a standard set of Internal Controls over Financial Reporting (ICFR). Key elements of our framework include (but are not limited to) our General Business Principles, our corporate governance, authorization structures, our policy framework and safety standards. We continuously striveinternal reporting structures. Furthermore, it comprises various frameworks to raisehelp manage and control risk in line with our performance in ensuring quality, which is demonstrated by the continued, substantial investmentrisk appetite. These frameworks include (but are not limited to) our Enterprise Risk Management framework (refer to embed quality through standardizationRisk management), and adoption of industry best practices throughout our Quality Management Systemsother management systems and enhanced capabilities.

    Through quality system improvement program activities, our aim is to enhance consistency in how we work, collaborate, and make decisions. Our critical Accelerating Patient Safety & Quality program initially focused on awareness and compliance improvements, triaging, and process design. Examples of improvements include reducing and consolidating our Quality Management Systems from 107 to 75 by year-end 2022, with further reductions planned. In 2022 we harmonized and improved consistency for a significant number of processes across Philips to enhance our best practices and implemented standard education programs tailoredframeworks relevant to specific roles plus many mandatory all-employee, quality-related courses for capability building and to demonstrate compliance. The program is now focused on further strengthening design and product reliability, andrisk areas such as patient safety and quality, culturehealth & safety, environmental, tax, business continuity, information security and competencies, while continuing efforts reducing complexity. This is an ongoing journeyprivacy. Please refer to Risk management for a more detailed description of continuous improvement and we expect our plansPhilips’ approach to yield demonstrable progress starting in 2023.

    In 2022, we updated our Quality Policy, which expresses our overall intention and direction with respect to quality. Established by management with executive responsibility, it states our objectives for, and commitment to, quality. Everyone at Philips is responsible for understanding, implementing, and maintaining the Quality Policy, and all employees now have patient safety and quality as one of five key KPIs. Underscoring leadership's continued commitment, all Philips business leaders are held accountable for patient safety and quality, and performance on Quality metrics will be part of the remuneration of all Philips Executives.

    Regulatory compliance

    As required by global regulatory requirements, Philips actively maintains Quality Management Systems that establish procedures, processes and documentation to ensure quality at each stage of the product lifecycle. These requirements outline actions from product design and pre-market submissions, production, operations, distribution, servicing and post-marketrisk management and oversight in every market we serve. These requirements include those from national government regulatory authorities (e.g.more information on the US Food and Drug Administration and China National Medical Products Administration), Notified Bodies, and National Competent Authorities in the EU.

    Productsrisk factors that we introduce to the market often must undergo pre-market regulatory review (e.g. pre-market approval (PMA), pre-market notification (510(k), or de novo authorization)  before they can be marketed and sold in the USA as an FDA-regulated device, subjected to Notified Body review in the EU for a CE Mark, and subjected to review in China by the National Medical Products Association. If the regulatory body reviewing the submission determines that the required supporting data has nothave been provided, further data may be required to obtain the clearance or approval, which could prolong the process to market the product. During the lifecycle of a cleared/approved device, any modification that could significantly affect its safety or effectiveness, or that would constitute a new or major change in its intended use, may require a further regulatory submission and review. Regulatory bodies require each manufacturer to determine whether the proposed change requires a submission, but can review any such decision and disagree with a manufacturer’s determination. If the regulatory body disagrees with a manufacturer’s determination regarding whether a new submission is required for the modification of an existing device, they can require the manufacturer to cease marketing and/or recall the modified device until the relevant approval/clearance is obtained. In addition, in these circumstances, significant regulatory fines or other penalties may be imposed.

    We also must comply with the EU’s Waste from Electrical and Electronic Equipment (WEEE), Restriction of Hazardous Substances (RoHS), and Registration, Evaluation, Authorization and Restriction of Chemicals (REACH), Energy-using Products (EuP), and other product safety regulations.

    Post-market Regulation

    After a device is cleared or approved for marketing, numerous and pervasive regulatory requirements continue to apply. In the USA these include:

    Our manufacturing processes are required to comply with the applicable portions of the QSR and/or ISO13485, which cover the methods and the facilities and controls for the design, manufacture, testing, production, processes, controls, quality assurance, labeling, packaging, distribution, installation and servicing of finished devices intended for human use. The QSR also requires, among other things, maintenance of a device master file, device history file and complaint files. As a manufacturer, we will be subject to periodic scheduled or unscheduled inspections by the FDA, Notified Bodies or other relevant regulatory bodies. Our failure to maintain compliance with the QSR or ISO 13485 requirements could result in the shut-down of, or the imposition of restrictions on, our manufacturing operations, imposition of an import alert, or the recall or seizure of our products, which would have a material adverse effect on our business. The discovery of previously unknown problems with any of our products, including unanticipated adverse events or adverse events of increasing severity or frequency, whether resulting from the use of the device within the scope of its clearance or off-label by a physician in the practice of medicine, could result in restrictions on the device, including the removal of the product from the market or voluntary or mandatory device recalls.

    In the USA, the FDA has broad regulatory compliance and enforcement powers, which it can impose on its own or in coordination with the Department of Justice (DoJ), which has separate enforcement authority. If the FDA determines that we failed to comply with applicable regulatory requirements, it may lead to any of the following sanctions:

    European Union Medical Device Regulation

    The European Union Medical Device Regulation (EU-MDR) passed its date of application (May 26, 2021). For a portion of the portfolio, we used the available grace period, where products that were placed on the market under the predecessor of the EU-MDR, the European Union Medical Device Directive (EU-MDD), can continue to be placed on the market if meeting a subset of EU-MDR requirements in addition to the EU-MDD requirements. Reasons for this include stock depletion management and Notified Body capacity limitations. Throughout 2022, we made progress in transitioning some of the portfolio to become EU-MDR-compliant. We also started registering our entities and medical devices in the European Database for Medical Devices (EUDAMED) on a voluntary basis.

    As the global regulatory environment continues to evolve, we are working to address the impact on cost, time and resources needed to obtain future approvals, and our ability to maintain existing approvals for our products, services, and solutions.

    Philips Respironics voluntary recall and consent decree

    On June 14, 2021, Philips’ subsidiary, Philips Respironics, initiated a voluntary recall notification in the United States, and field safety notice outside the United States, for certain sleep and respiratory care products to address identified potential health risks related to the polyester-based polyurethane (PE-PUR) sound abatement foam in these devices.

    This recall let down the patients who depended on them, as well as their caregivers, and we are deeply sorry for that. We are treating this matter with the highest possible seriousness and are working to address this issue as efficiently and thoroughly as possible.

    1. Following the substantial ramp-up of production, service and repair capacity in 2021 and 2022, by year-end 2022 around 90% of the production required for the delivery of replacement devices to patients had been completed. In order to expedite the completion of the recall, Philips Respironics will increase the proportion of new replacement devices.

    2. Working with five certified, independent testing laboratories in the US and Europe and other third-party qualified experts and an external medical panel, we have been conducting a comprehensive test and research program on the PE-PUR foam to better assess and scope the potential patient health risks related to possible emissions of particulate from degraded foam and Volatile Organic Compounds related to the first-generation DreamStation devices. We provided an update to healthcare providers, patients, and other stakeholders in June 2022 and December 2022, outlining encouraging test results for the first-generation DreamStation (DS1), which accounts for over two thirds of the sleep therapy devices subjected to the recall.

      The company developed and began executing a comprehensive plan to replace the PE-PUR sound abatement foam used in earlier-generation devices, with the new material used in next-generation products such as DreamStation 2, which was cleared by the US FDA and approved by many competent authorities around the world. Philips Respironics has regularly been communicating progress to regulators and competent authorities around the world, as well as customers, clinicians, and patients, to complete the needed repairs and replacements associated with this recall. In certain circumstances, the products in question may be replaced or financially compensated rather than repaired.

      While third-party lab and internal testing efforts are ongoing, the company will continue with the remediation activities for all devices and continues to communicate with customers through a variety of channels.

    3. Philips Respironics will also continue to monitor complaints received following the recall/field safety notice via our Quality Management System, in accordance with the medical devices regulations and laws in the markets that we serve.

    Following the FDA’s inspection of a Philips Respironics manufacturing facility in connection with the recall and the subsequent inspectional observations, the US DoJ, acting on behalf of the FDA, began discussions with Philips in July 2022 regarding the terms of a consent decree to resolve the identified issues. Philips is engaged in ongoing discussions with FDA and DoJ on the proposed consent decree. For more information, see Note Contingencies.

    Consent decree – ECR

    In October 2017, Philips North America LLC reached agreement on a consent decree with the US Department of Justice, representing the Food and Drug Administration (FDA), related to compliance with current good manufacturing practice requirements arising from inspections conducted in 2015 and prior, focusing primarily on Philips’ Emergency Care & Resuscitation (ECR) business operations in Andover, Massachusetts, and Bothell, Washington.

    Following a successful inspection in Bothell, Washington, in April 2020, the FDA determined that Philips had met the conditions for resuming manufacturing and distribution of defibrillators in the US. The consent decree remains in effect for several years, during which the Emergency Care (formerly Emergency Care & Resuscitation) business will be subject to a series of annual assessments by an independent expert. Hospital Patient Monitoring (formerly Monitoring & Analytics), also named in the consent decree, is also under a heightenedrelevant level of scrutiny over the same period.risk appetite.

    Substantial progress continues to be made inTogether with Philips’ established accounting procedures, our compliance efforts. In August 2021, the FDA inspected Emergency Care in Bothell as a consent decree follow-up. Three observations (Form 483) were issued and subsequently remediated and reported to the FDA. The FDA later presented Emergency Care with four Establishment Inspection Reports dating back to 2015, signaling the closure of the four open inspections. There was a consent decree follow-up inspection in October 2022, resulting in three observations (Form 483). These will soon be reported as fully remediated.

    We cannot predict the outcome of this matter, and the consent decree authorizes the FDA, in the event of any violations in the future, to order us to cease manufacturing and distributing Emergency Care or Hospital Patient Monitoring devices, recall products, pay liquidated damages, and take other actions. We cannot currently predict whether additional monetary investment will be incurred to resolve this matter or the matter’s ultimate impact on our business. 

    8.5.4Remuneration policy

    Our remuneration policyICFR is designed to encourage employeesprovide reasonable assurance that assets are safeguarded, that the books and records properly reflect transactions necessary to deliver on our purposepermit preparation of financial statements, that policies and strategyprocedures are carried out by qualified personnel, and create stakeholder value,that published financial statements are properly prepared and do not contain any material misstatements. With respect to motivatefinancial reporting, a structured self-assessment and retain them. Our executive long-term incentive plan includes environmentalmonitoring process is used company-wide to assess, document, review and social commitments. A descriptionmonitor compliance with ICFR.

    Each year, management’s accountability for ICFR is evidenced through the formal certification statement sign-off. Any deficiencies noted in the design and operating effectiveness of the composition of the remuneration of the individual members ofICFR that were not completely remediated are evaluated at year-end by the Board of Management and the outcome reported to the Supervisory Board. The Board is included in Reportof Management’s report on ICFR, including its conclusions regarding the effectiveness thereof and its statement on compliance with section 404 of the Remuneration Committee.US Sarbanes-Oxley Act, can be found in this report in the section Management’s annual report on internal control over financial reporting.

    8.5.58.4.4Philips General Business Principles (GBP)

    While pursuing our business objectives, we aim to be a responsible partner in society, acting with integrity towards our employees, customers, patients, business partners and shareholders, as well as the wider community in which we operate. Everyone at Philips is expected to always act with integrity, and Philips rigorously enforces compliance of its General Business Principles (GBP) throughout the company.

    In the highly regulated world of healthcare, integrity requires in-depth knowledgeTo that end, our GBP – part of the applicable rulesPhilips Operating Model – and regulations and a sensitivity to healthcare-specific issues. The GBPtheir underlying policies incorporate and represent the fundamental principles by which all Philips businesses and employees around the globe must abide. They set the minimum standard for our business conduct bothas a health technology company, for our individual employees and for our subsidiaries, and Philips rigorously enforces compliance of its GBP throughout the company and our subsidiaries.company. Our GBP also serve as a reference for the business conduct, we expect from all our business partners.

    The GBP also include principles whichof doing business with integrity at work, integrity in the market and professional integrity outside work. They also set our integrity standard on inside information, aiming to prevent trading on or disclosure of non-public information, the publication of which would be likely to have a significant influence on the trading price of Philips securities or securities of companies that Philips is seeking to acquire. More specifically, Philips has adopted Rules of Conduct with respect to trading in Philips securities to promote compliance with applicable insider trading and other market abuse laws, rules and regulations, in particular the EU Market Abuse Regulation. The Rules of Conduct apply to all employees, the members of the Board of Management and the Supervisory Board of Royal Philips.

    The GBP form an integral part of labor contracts in virtually every country in which Philips operates. Translations of the GBP text are available in 30 languages, allowing almost every employee to read the GBP in their native language. Detailed underlying policies, manuals, training, and tools are in place to give employees practical guidance on how to apply and uphold the GBP in their daily work environment. Details can be found at www.philips.com/gbp. Each year, employees reconfirm their commitment to the code of conduct after completing their GBP e-learning, and there is an additional annual sign-off for Executives. A similar sign-off is in place for Finance and Procurement staff for their respective codes of conduct.

    The Executive Committee is responsible for the effective deployment of the GBP and for generally promoting a culture of compliance and ethics within the company. Furthermore, each quarter all our key Regions convene market compliance committees dealing with GBP-related matters in the local context. They are also responsible for the design and execution of localized compliance plans that are tailored to their market-specific risks and organizational set-up, and regularly review the relevant compliance metrics for their respective market through dashboards delivered by the legal compliance monitoring team. The GBP Program Office, together with a worldwide network of GBP Compliance Officers, supports the implementation of GBP initiatives.

    As part of our continuous effort to raise GBP awareness and foster dialogue throughout the organization, each year a global GBP communications and training plan is deployed, including structured dialogues led by managers where quality, integrity and speaking up are discussed. This is part of a company-wide initiative aimed at reinforcing a culture of dialogue using ethical dilemma case studies that are relevant to our workforce. All functions at risk also receive annual training which includes content on, amongst others, antibribery and anticorruption and healthcare compliance via tailored case studies. Almost 60,000 (94%) of our assigned employees completed their yearly GBP e-learning. Specifically in 2023, we again focused on increasing awareness on integrity and on the importance of speaking up, through and following the deployment of our biennial Business Integrity Survey. Through this survey, more than 22,500 employees trusted us with their views and opinions on integrity within Philips. Ninety-four percent of employees expressed the belief that we act with integrity with Philips. To gain deeper insights into the results of the Business Integrity Survey, we execute deep-dive initiatives amongst our employees. 

    A key control to measure implementation of our GBP is the GBP monitoring and reporting program, which is part of our Internal Control framework. In addition, we continue to expand the capabilities of our legal compliance monitoring team, serving our business customers as well as our compliance networks with actionable data, thus further improving our compliance control framework.

    The GBP are supported by established mechanisms with the aim of ensuring standardized reporting and enabling employees and third parties to escalate concerns 24/7. Concerns raised are registered consistently in a single database hosted outside of Philips servers to ensure confidentiality and security of identity and information. Encouraging people to speak up through the available channels if they have a concern will continue to be a cornerstone of our GBP communications and awareness campaigns. At least twice a year, the Executive Committee and Audit Committee of the Supervisory Board are informed on relevant GBP metrics, cases, trends and learnings.

    In 2022,2023, a total of 706764 concerns were reported via Philips Speak Up (Ethics Line) and through our network of GBP Compliance Officers. This represents an increase of 16%8% from the total of 610706 concerns in the previous reporting period (2021)(2022).

    While this This is a continuation of a year-on-year upward trend. 

    Through the upward trend, the increase is flattening. Specifically in 2022, we once more focused on increasing awareness on Integrity and on the importance of speaking up, following up on the conclusionsAudit Committee of the deep-dives executed after our 2021 biennial Business Integrity Survey. We believeSupervisory Board, the upward trendcompany also has procedures in reporting remains in line with our multi-year effortsplace for the receipt, retention and treatment of complaints specifically relating to accounting, internal accounting controls, or auditing matters, enabling the confidential, anonymous submission of complaints.

    8.4.5Remuneration policy

    Our remuneration policy is designed to encourage our employees to express their concerns, whilst realizing that the extraordinary business conditions in the past few years make it imprudentdeliver on our purpose and strategy and create stakeholder value, and to draw any specific conclusions from these numbers.

    More information on the Philips GBP can be found in Risk management.

    8.5.6Risk management approach

    Risk managementmotivate and control forms an integral partretain them. Our executive long-term incentive plan includes environmental and social commitments. A description of the Philips business planning and performance review cycle. The company’s risk management policy and framework are designed to provide reasonable assurance that its strategic and operational objectives are met, that legal requirements are complied with, and that the integritycomposition of the company’s financial reporting and its related disclosures is safeguarded. Please refer to Risk management for a more detailed description of Philips’ approach to risk management (including Internal Control over Financial Reporting), risk categories and factors, and certain specific risks that have been identified.

    With respect to financial reporting, a structured self-assessment and monitoring process is used company-wide to assess, document, review and monitor compliance with Internal Control over Financial Reporting. On the basisremuneration of the outcome of this process, the Board of Management confirms that: (i) the management report (within the meaning of section 2:391 of the Dutch Civil Code) provides sufficient insights into any failings in the effectiveness of the internal risk management and control systems; (ii) such systems provide a reasonable level of assurance that the financial reporting does not contain any material inaccuracies; (iii) based on the current state of affairs, it is justified that the financial reporting is prepared on a going concern basis; and (iv) the management report states those material risks and uncertainties that are relevant to the expected continuity of the company for a period of 12 months after the preparation of the report. The financial statements fairly represent the financial condition and result of operations of the company and provide the required disclosures.

    In view of the above, the Board of Management believes that it is in compliance with best practice provision 1.4.2 of the Dutch Corporate Governance Code. It should be noted that the above does not imply that the internal risk management and control systems provide certainty as to the realization of operational and financial business objectives, nor can they prevent all misstatements, inaccuracies, errors, fraud or non- compliances with rules and regulations. The above statement on internal control should not be construed as a statement in response to the requirements of section 404 of the US Sarbanes-Oxley Act. The statement as to compliance with section 404 is set forth in Management's annual report on internal control over financial reporting.

    8.5.7Total tax contribution

    To fulfil our company purpose, a responsible tax approach is required. We fully acknowledge our societal role when it comes to paying taxes in the geographies where value is created. We consider our tax payments as a contribution to the communities in which we operate, as part of our social value creation.

    Our Approach to Tax sets the standard for our conduct, by which individual employees, the company and its subsidiaries must abide. We consider tax in the context of the broader society, inspired by our stakeholder dialogues, global initiatives of the Organization for Economic Cooperation and Development and United Nations, human rights, international tax laws and regulations and relevant codes of conduct.

    Under the ultimate responsibilitymembers of the Board of Management and the Supervisory Board is included in the Report of the Remuneration Committee.

    8.4.6Quality & Regulatory and patient safety

    Enabling the delivery of patient-centric, safe, and high-quality care – the essence of patient safety and quality – is foundational to Philips' purpose to improve the health and well-being of people through meaningful innovation. This year we formed the Patient Safety and Quality organization, which brings together the Quality, Regulatory Affairs, and Clinical and Medical functions as one unified team. Positioned to support and enable the entire Philips organization and to foster the quality culture at Philips, the Patient Safety and Quality team is instrumental in ensuring we have the capabilities, processes, and tools required for operating in a highly regulated healthcare technology industry.

    Throughout 2023, we continued to accelerate our work in crucial areas, with the goal of achieving and maintaining the highest level of patient safety and quality. Specific areas of focus included: preparation and manufacturing site readiness for audits and inspections; a review of quality records; new ways of undertaking product quality reviews; planning for IT and data enhancements; and simplification of our process framework and Quality Management Systems.

    This year, we created the new role of Chief Patient Safety and Quality Officer, who is a member of the Philips Executive Committee and reports directly to the Chief Executive Officer. Additionally, we hired a new Chief Medical Officer to lead the team that is focused on clinical research, medical safety, and medical support for our global businesses.

    Early in 2023, we organized CAPA management, Quality Management Systems, compliance training, internal quality audits, and other crucial areas for patient safety and quality into a Compliance and Quality shared service team. We set up a Transformations team, responsible for project management of Patient Safety and Quality programs. Regulatory Affairs formed new teams that are responsible for expanding our engagement with external stakeholders and regulators, and for the delivery of effective tools, processes, and services to facilitate timely and compliant market access. We appointed a new leader for Product Safety and Surveillance, Corrections and Removals, and strengthened our post-market processes and ways of working.

    Across Philips, teams in all Businesses, Regions, and Functions continued to foster a quality culture and mindset, where all employees are encouraged to speak up and share ideas for improving the safety and efficacy of our products. In October, our employees took part in a Timeout for Patient Safety and Quality to solidify commitment and planning.

    Quality

    We strive to continuously raise our performance to deliver safe and high-quality products, services, and solutions, which are compliant with quality and safety standards and all applicable laws. In 2023, as part of our plan to create value with sustainable impact, we introduced a new operating model that enables us to simplify how we work and improve accountability and ownership. We are strengthening our engineering capabilities for new product development in areas such as quality systems engineering, reliability and software design.

    We further reduced the number of Quality Management Systems in which we operate to increase focus, reduce complexity, and minimize risk. This year we closed nine QMS for a total of 66 Quality Management Systems by year-end 2023, with further significant reductions planned for 2024.

    In 2023, our Accelerating Patient Safety & Quality program instituted an improved approach for management of skills and launched a training program on patient safety and quality topics. In collaboration with business units and Innovation & Strategy, we established programs to improve product design and reliability.

    All Philips businesses are accountable for patient safety and quality. This year, we instituted a new Patient Safety and Quality performance review meeting with each business and at the Philips level in aggregate. We set Patient Safety and Quality key performance indicators for the company, and Quality performance metrics are part of the remuneration of all Philips Executives. Additionally, every employee has a patient safety and quality goal as part of people performance management.

    Regulatory Affairs

    Under Philips' new operating model, Regulatory Affairs sits on the leadership team of each Business and Region as a key partner. In 2023, we established internal governance and requirements for engagements with national government regulatory authorities (e.g. the US Food and Drug Administration (FDA), European Medicines Agency (EMA), China National Medical Products Administration, Notified Bodies, and National Competent Authorities in the European Union.

    As a global business in a dynamic regulatory environment, we must ensure compliance with evolving regulations related to innovations in areas such as Artificial Intelligence, and healthcare informatics and software design. This year, we increased levels of investment in regulatory science and policy and in enterprise informatics. Teams are working on global harmonization of requirements, safe and innovative applications of AI, and secure transmission and storage of protected health information. Sought as strategic partners, the Regulatory Affairs team participated in international consensus standards groups alongside regulators and engaged with international regulators as invited experts and speakers at the International Medical Device Regulators Forum, Global Harmonization Working Party, and other meetings. We are working with the National Institutes of Health to establish ethical applications of Artificial Intelligence in medical devices.

    In 2023, we also increased our collaborations with organizations supporting regulatory science like the Food, Drug, and Law Institute and the Regan-Udall Foundation for the FDA. In partnership with the Boston Globe and the Washington Post, we hosted an industry and customer panel on Transforming Healthcare with AI: Harnessing Technology to Promote Safety and Quality for Patients. Regulatory Affairs leaders moderated panel discussions among key international regulators and were featured speakers at events such as MedTech Europe and the AdvaMed annual conference.

    Throughout 2023, we continued transitioning our portfolio to become European Union Medical Device Regulation (EU-MDR)-compliant. In March 2023, the grace period was extended until year-end 2027 or 2028, under strict conditions and depending on risk class. We continue to use this available grace period for placing a portion of our portfolio on the market under the European Union Medical Device Directive (EU-MDD).

    Regulatory Affairs deployed a digital regulatory information management tool to all Regions in 2023, with continued deployments planned to Businesses in 2024. This tool will be a single source for regulatory data that will help increase speed to market.

    Medical Office

    In 2023, we formed a centralized medical office with expertise in clinical research, medical safety, healthcare economics, and a breadth of care specialties. This team is focused on supporting the global business, navigating the intricacies of addressing patients' and customers’ unmet needs across a variety of ecosystems, and looking across the entire product lifecycle to help teams develop solutions that are safe, effective, and relevant for patients, providers, and payers.

    In 2023, we hosted our second Patient Safety Advisory Board, where external leaders from across the world, from a variety of professional backgrounds, participated in intensive workshops focused on themes identified as key to improving the safety and efficacy of our solutions. Experts from outside and within Philips exchanged ideas ranging from the role of innovation in human interface models, patient safety and clinical education programs and capability building at Philips, and other topics that are key to our overall way forward in innovation and safety. This year, Philips also introduced an extensive Clinical and Medical curriculum, available to all employees.

    The team continued our advocacy and investment in topics such as radiation safety, medical device testing, and improved access to physician and staff training. At Harbor-UCLA Lundquist Institute, we host a facility for R&D pre-clinical testing, clinical and medical education proctoring, and fellows training. Our team continues to design, generate, and disseminate clinical and economic evidence to show the value of our solutions in improving patient outcomes. 

    Our Health Economics and Outcomes Research team continued to contribute economic evidence to support innovation and expand access to high-quality care, authoring 12 publications and 18 studies during 2023. The Ambulatory Monitoring & Diagnostics business unit increased in-network access to ambulatory patient monitoring for an additional 35 million patients in the United States through payer contracting initiatives. Our Image Guided Therapy-Devices team advocated with the Centers for Medicare and Medicaid (CMS) to improve Medicare payment to ambulatory surgery centers for cardiovascular and peripheral vascular treatments, ensuring patients have access to care in the setting that their providers determine is most appropriate.

    Philips Respironics voluntary recall

    On June 14, 2021, Philips’ subsidiary, Philips Respironics, initiated a voluntary recall notification in the United States, and field safety notice outside the US, for certain sleep and respiratory care products related to the polyester-based polyurethane (PE-PUR) sound abatement foam in these devices.

    Since June 2021, together with five independent, certified testing laboratories and third-party experts, Philips Respironics has conducted extensive testing. Based on the results to date, Philips Respironics and the third-party experts concluded that use of the sleep therapy devices is not expected to result in any appreciable harm to health in patients. Further testing remains ongoing. Following ongoing communications, Philips Respironics agreed in October 2023 to the FDA’s recommendations to implement additional testing on the sleep and respiratory care devices to supplement current test data. Philips Respironics is in discussions with the FDA on the details of that further testing. Further testing remains ongoing. Since the start of the test and research program, Philips Respironics has endeavored to work cooperatively with the FDA on the program and to publish regular test updates as agreed with the FDA.

    Following the FDA’s inspection of a Philips Respironics manufacturing facility in the US and the subsequent inspectional observations, the US Department of Justice (DOJ), acting on behalf of the FDA, began discussions with Philips in July 2022 regarding the terms of a proposed consent decree. On January 29, 2024, as part of the announcement of Philips’ fourth quarter and full year 2023 financial results, the company provided an update stating that Philips agrees on the terms of a consent decree with the DOJ and FDA. The consent decree primarily focuses on Philips Respironics’ business operations in the US. The consent decree is being finalized and will be submitted to the relevant US court for approval. The decree will provide Philips Respironics with a roadmap of defined actions, milestones, and deliverables to demonstrate compliance with regulatory requirements and to restore the business.

    In the US, Philips Respironics will continue to service sleep and respiratory care devices already with healthcare providers and patients, and supply accessories (including patient interfaces), consumables (including patient circuits), and replacement parts (including repair kits). Until the relevant requirements of the consent decree are met, Philips Respironics will not resume selling new CPAP or BiPAP sleep therapy devices or other respiratory care devices in the US. Outside the US, Philips Respironics will continue to provide new sleep and respiratory care devices, accessories, consumables, replacement parts and services, subject to certain requirements. Further details will become available once the proposed Respironics consent decree has been finalized and submitted to the relevant US court for approval. For more information, refer to Contingencies.

    In 2023, we also maintained manufacturing capacity to produce the necessary devices and rework kits required for remediation of the Respironics recall. As of December 31, 2023, over 99% of the sleep therapy device registrations that are actionable had been remediated, while the remediation of the ventilator devices remains ongoing. We expect to continue such remediation activities in 2024.

    Philips Respironics regularly communicates on product remediation and testing associated with the recall with global regulators and customers through a variety of channels. Philips Respironics continues to monitor complaints received following the recall/field safety notice via our Quality Management Systems, in accordance with the medical devices regulations and laws.

    Consent decree – Emergency Care & Resuscitation

    In October 2017, Philips North America LLC reached agreement on a consent decree with the DOJ, representing the FDA, related to compliance with current good manufacturing practice requirements arising from inspections conducted in 2015 and prior. The consent decree focuses primarily on Philips' Emergency Care and Resuscitation (ECR) business operations in Andover, Massachusetts, and Bothell, Washington.

    Following a successful inspection in Bothell, Washington, in April 2020, the FDA determined Philips had met the conditions for resuming manufacturing and distribution of defibrillators in the US. The consent decree remains in effect for several years, during which the Emergency Care (formerly Emergency Care and Resuscitation) business unit will be subject to a series of annual assessments by an independent expert. Hospital Patient Monitoring (formerly Monitoring & Analytics), also named in the consent decree, is also under a heightened level of scrutiny over the same period.

    We continue to make substantial progress in our compliance efforts. In October 2022, the FDA inspected Emergency Care in Bothell as a consent decree follow-up. Three observations (Form 483) were issued and subsequently remediated and reported to the FDA. In June 2023, Emergency Care in Bothell received the October 2022 Establishment Inspection Report marking closure. In late October 2023, the FDA conducted a follow-up inspection to the 2022 inspection that resulted in a 483 with two observations, which were rapidly addressed in formal responses and subsequently acknowledged by the FDA the first week of January 2024 as closed. Efforts in 2024 are focused on ensuring the sustained demonstrated state of substantial compliance to support seeking formal relief in the first half of 2025, which is the earliest time allowed in the consent decree.

    We cannot predict the outcome of this matter, and the consent decree authorizes the FDA, in the event of any violations in the future, to order us to cease manufacturing and distributing Emergency Care or Hospital Patient Monitoring devices, recall products, pay liquidated damages, and take other actions. We cannot predict whether additional monetary investment will be incurred to resolve this matter or the matter’s ultimate impact on our business.

    8.4.7Cybersecurity

    As a health technology company operating in a highly competitive industry, Philips’ brand reputation depends on the safety, quality and security of our products and services. Failure to meet cybersecurity standards may cause patient harm, negatively impact customer operations and their ability to provide healthcare or provide unauthorized access to patient records and medical devices. Philips furthermore relies on information technology to operate and manage its businesses, as well as store and process confidential data (relating to patients, employees, customers, intellectual property, suppliers and other partners). For a discussion of cybersecurity risks facing our business, see “Products and services may fail quality or security standards, which could adversely affect patient safety or customer operations" and “Philips could be exposed to a significant enterprise cybersecurity breach” in section Operational risks. As of the date of this Annual Report, there are no breaches of cybersecurity or other related risk threats that have, or are reasonably likely to, materially affect our business.

    Security risk management is part of our broader risk management processes, and its aim is to protect the confidentiality, integrity, and availability of Philips’ products and services. To this end, the company has established a Group Security function and implemented security management processes, requirements and controls for the assessment, identification and management of material risks from, amongst others, cybersecurity threats. Our Head of Group Security, reporting to our Chief Financial Officer, annually reviews, evaluates, approvesleads the Group Security function in supporting the Board of Management in evaluating and setting the Group’s security strategy, issuing security policies and evaluating the progress and effectiveness of the deployment of the company’s security management framework. Our Chief Information Security Officer, reporting to our Head of Group Security, has nearly 26 years of technology and information security management experience in the industry, including prior roles with the Dutch Government and multinationals in the Consumer goods, Manufacturing, Chemical and Food processing industries, in various roles ranging from Chief Information Security Officer to IT security officer and Security Architect. Our Chief Information Security Officer is informed of and monitors the prevention, detection, mitigation and remediation of cybersecurity incidents through the Global Security Operations Center.

    The company’s security management framework, including its cybersecurity policies and procedures, is maintained by the Group Security function and is designed to implement security requirements into all applicable business processes, information processing systems and infrastructure pertaining to our products and services and our supporting and enabling functions, during the entire lifecycle. The framework includes risk, vulnerability and penetration assessments, mandatory yearly security training for all employees, (including new hires Regular Phishing simulations for all employees three times a year), monitoring and response activities for vulnerabilities identified in products, services and infrastructure.

    The Group Security function is also responsible for addressing security risks, including monitoring cybersecurity threats and responding to cybersecurity incidents. Philips’ Global Security Operations Center monitors the prevention, detection, mitigation and remediation of cybersecurity incidents on global enterprise systems, supported by certain external services and periodic/intermittent assessments. The severity and materiality of incidents are assessed through a dedicated security incident reporting process and, if necessary, incidents are escalated through central crisis management and (potentially) to the Philips Disclosure Committee, which assesses the need for public disclosure of (material) incidents. Incidents, where necessary adjusts Philips’ Approachneeded, are further escalated to Tax. Part ofGlobal Crisis Management.

    Additionally, in order to address the security risks associated with our approach is to acknowledge the importance of transparency in respect of our tax contributions. Philips supports and participates in transparency initiatives such as the Dow Jones Sustainability Index (DJSI)suppliers and the Tax Transparency Benchmarkservices they provide, security controls are embedded in our procurement and supplier management processes, covering due diligence when engaging with new suppliers, contracting, monitoring and managing existing supplier relationships, and terminating supplier relationships. These security controls check for existing security certificates and assurances reports for the services in scope, validate suppliers’ answers to security questionnaires in due diligence, and ensure that security schedules are part of the Dutch Associationsigned contracts.

    The Board of InvestorsManagement is ultimately responsible for Sustainable Development (VBDO)Philips’ cybersecurity management, which is overseen by the Supervisory Board (and specifically its Audit Committee). Since 2020, we have been providing certain voluntary disclosures about taxes paidAs part of this process, quarterly reports on cybersecurity risks and collectedincidents are prepared by the IT Audit & Risk Committee (consisting of representatives from the Group Security and Group IT functions, Philips Internal Audit and the external auditor and submitted to the Board of Management and the Supervisory Board. This reporting includes the overall risk level, relevant changes in the countriesrisk environment, challenges in which we operate. The 2022 Country Activityreaching and/or maintaining current risk levels and Tax Report is published on our website, in addition to, and simultaneously with the disclosures on tax included in this Annual Report.

    Philips also endorses the ambitions expressedactual risk responses in the Tax Governance Code published by Dutch employers' organization VNO-NCW. We comply with the principles prescribed in the Code, available at www.vno-ncw.nl/taxgovernancecode,form of actions and we have touched upon the elements on this code in our Country Activity and Tax Report.owners.

    In 2022, Philips contributed to the communities where we operate through taxes paid (e.g., corporate income tax) and taxes collected (e.g., VAT). Philips' total tax contribution in 2022, amounting to EUR 3,469 million, is presented by tax type in the following table. Please refer to our 2022 Country Activity and Tax Report for more details.

    Philips Group

    Total Contribution 2022 per Tax Type

    in millions of EUR 

     Corporate income tax paidCustoms dutiesVAT1)Payroll TaxOther TaxesTotal
    Western Europe 22410183848681,333
    North America804510284681,081
    Other mature geographies353631341236
    Growth geographies228631734548818
    Philips Group3621446642,1741243,469
    1)Includes VAT, GST and sales tax.

    8.68.5Philips' ESG performance at a glance

    Below we show how Philips performed in 20222023 on the 21 Core metrics of the WEF ESG reporting framework, mapped to the three dimensions of our ESG commitments, as well as a number of additional Philips-specific metrics that we consider fundamental to the strategy and operation of our business.

    Environmental

    • Green House Gas (GHG) emissions100% electricity from renewable sources0 kilotonnes CO2-equivalent (net operational carbon footprint)
    • Taskforce on Climate-related Financial Disclosures (TCFD) implementationUpdated 1.5, 2 and 4 °C global warming scenarios and assessed their impact on our supply chain, Philips and customers (disclosed in separate report)
    • Land use and ecological sensitivity1 tonne2.7 tonnes waste sent to landfillAll 23/23 industrial sites 'Zero Waste to Landfill' at year-end
    • Water consumption and withdrawal in water-stressed areas677,632661,076 m3 total water intake224,627211,063 m3 in water-stressed areas
    • Circular revenues *)18.1%20.0% of revenues
    • Closing the loop *)Closed the loop for over 3,400We reclaimed more than 11,500 systems returned to usor pieces of equipment in 2023

    Social

    • Lives Improved *)1.811.88 billion, of which 202221 million in underserved communities
    • Diversity & Inclusion30%31.4% gender diversity in senior management positions39% gender diversity in total workforce77%73% Employee Engagement Index Score *)
    • Pay equalityEDGE-certified for Gender Equality in the NetherlandsUSUS Nationwide Pay Equity project scheduled forcompleted in 2023
    • Wage levelEUR 6,9526,903 million employee benefit expensesPhilips pays all employees at least a living wage
    • Risk for incidents of child, forced or compulsory laborAddressed in Philips GBP, Supplier Sustainability Declaration and Supplier Sustainability program
    • Health & Safety0.230.24 Total Recordable Case rate per 100 FTEs172 Total Recordable Cases
    • Training provided1,880,4162,987,260 training hours in Philips University1,009,4593,578,199 training completions
    • Absolute number and rate of employment77,23369,656 employees18%17.6% turnover
    • Supplier development program *)296392 companies459,000723,000 employees impacted
    • Volunteering *)2917 new projects in 20222023 reaching 26.012.0 million people

    Governance

    • Setting purposePhilips’ purpose is to improve the health and well-being of people through meaningful innovation
    • Governance body compositionPhilips has a Board of Management and an independent Supervisory Board
    • Material issues impacting stakeholdersDetailed double Materiality Analysis performed
    • Anti-corruption62,00060,000 employees completed General Business Principles training
    • Protected ethics advice and reporting mechanismsWhistleblower mechanism in place
    • Integrating risk and opportunity in business processesIncluded in Risk Management section
    • Economic contributionEUR 17,82718,169 million revenuesEUR 741749 million dividend declaredEUR 6.7 million contribution to Philips FoundationEUR 10395 million government grants
    • Financial investment contributionEUR 2,6382,483 million total tangible assetsEUR 444345 million capital expenditures on property, plant and equipment
    • Total R&D expensesEUR 2.11.9 billion invested in R&D (11.8%(10.4% of revenues)
    • Total tax contributionEUR 3,4693,051 million
    *)Philips-specific metric

    9Risk management

    9.1Our approach to risk management

    Vision and objectives

    Philips approaches risk management as a value-creating activity that is integral to innovation and entrepreneurship. As such, it is part of the Philips Business System (PBS). KeyOperating Model. The key elements areof our risk management governance, Risk appetite, the Risk management process standard, the Philips Business Control Framework, and our General Business Principles (GBP), whichcontrol system are further described in this chapter. There can be no absolute assurance that our risk management will avoid or mitigate all risks that Philips faces. The material risks are described in the section Risk factors.

    Risk management governance

    The Executive Committee identifiesBoard of Management (BoM) is ultimately responsible for identifying, analyzing and managesmanaging the risks Philips faces in realizingexecuting its objectives. It definesstrategy and activities, for setting the risk appetite providesof the company, and for the design, implementation and maintenance of our risk management framework, and monitorscontrol system, including the effectiveness thereof. monitoring of its effectiveness. As described below, the Executive Committee (ExCo), several experts, Enterprise functions and committees support the BoM in the discharge of its responsibilities.

    The ExCo is primarily responsible for identifying and mitigating materials risks to Philips. The ExCo is supported by the Risk Management Support Team, consisting of experts on various categories of risk, supports the Executive Committee through regular analysis of the enterprise risk profile and enhancement of the risk management framework. ManagementIn addition, management across the company is responsible for identifying critical risks and implementing appropriate risk responses within their areas of responsibility.

    Various Enterprise functions (such as Internal Control,(e.g. Legal & ESG, Patient Safety & Quality, & Regulatory, Legal,Finance and Group Security) support the ExCo and management with the process of risk identification, risk management, and monitoring of key risk areas. With the support of these functions certain designated frameworks and activities to structurally manage specific risk areas.areas are maintained and deployed, such as:

    For further details refer to the section Governance.

    To ensure clarity and alignment on the status of, and to make recommendations on key risk areas these functions have recurring items on the BoM meeting agenda. The BoM discusses these topics with participation from relevant ExCo members and other senior executives and subject matter experts. Furthermore, dedicated reports on these key risk areas are shared and discussed with the Supervisory Board and external auditors in the relevant Audit & Risk Committees facilitated by Internal Audit.

    The Internal Audit function assesses the quality of risk management and controls through the execution of a risk-based audit plan, as approved by the Audit Committee of the Supervisory Board. LeadershipThe BoM and leadership from the Executive Committee, Businesses, MarketsRegions/Zones and key Functions meet quarterly with Internal Audit in Audit &and Risk Committees to discuss strengths and weaknesses of risk management and controls – as evaluated by internal and external auditors and by means of other (self) assessments – and take corrective action where necessary.

    The Disclosure Committee oversees the company’s disclosure activities and assists the Board of ManagementBoM in fulfilling its responsibilities in this respect. The Disclosure Committee ensuresseeks to ensure that the company implements and maintains internal procedures for the timely collection, evaluation, and disclosure of information potentially subject to public disclosure under the legal, regulatory and stock exchange requirements to which the company is subject.

    The GBP Review Committee is responsible for the effective deployment of the Philips General Business Principles (GBP) and for generally promoting a culture of compliance and ethics within the company. For more information see below under ‘Philips General Business Principles’.

    The Security Steering Committee (SSC) and the Group Security function manage security (including cybersecurity) risks. The SSC evaluates and sets the Group’s security strategy, issues security policies and evaluates progress and effectiveness. Dedicated security reports are shared with the Executive Committee, the Supervisory Board and external auditors. On a quarterly basis, briefings on cybersecurity risks are provided to the IT Audit & Risk Committee.

    The Environmental, Social and Governance (ESG) Committee initiates, drives and coordinates ESG strategy development, policy setting, disclosures and planning of programs and activities in relation to our ESG commitments and obligations. It administers ESG reporting, monitors progress, assesses risks in relation to ESG and makes recommendations to the Executive Committee on our ESG endeavors.

    Philips actively maintains Quality Management Systems (QMS) with the aim of ensuring the quality and safety of product design, manufacturing, distribution, and servicing in compliance with regulation from various government and regulatory agencies, e.g., FDA (US), EMA (Europe), NMPA (China). Our Quality & Regulatory function closely monitors developments in the regulatory landscape. Through specialist teams at the global, regional or local level, standards and requirements are defined and continuously improved, deployed, and monitored to ensure our employees are aware of and comply with these requirements. Next to continuous improvement a program runs with the aim to accelerate patient safety and quality. A formal quality audit program assesses our organization’s compliance with our QMS. Quality & safety is a standard item in personal goal setting and evaluation of all Philips’ employees.

    The Supervisory Board oversees Philips’ risk management including the identifiedidentification of material risks, in relation to the Riskrisk appetite of the company, the response measures put in place and the effectiveness thereof. The Audit Committee and the Quality & Regulatory Committee of the Supervisory Board assist the full Supervisory Board in fulfilling its risk management oversight responsibilities. The Audit Committee reviews the quality of risk management and controls, and the reported findings of internal and external audits. The Quality & Regulatory Committee’s role particularly relates to the quality and regulatory compliance of the company’s products (including software), services and systems throughout their lifecycle.

    The chapter Corporate governance chapter of this report addresses the main elements of the company’s corporate governance structure, reports on how it applies the principles and best practice provisions of the Dutch Corporate Governance Code and provides other information relevant to risk management governance.

    Risk appetite

    The Executive Committee and management seekPhilips seeks to manage risks consistently within theits risk appetite. Risk appetite is set by the Executive CommitteeBoM, reviewed at least annually and capturedpublished in the Philips risk management policy. It is effectuated through our PBS,Operating Model, of which various elements – such as our strategy, Philips General Business Principles (GBP) and behaviors, authority schedules, policies, process standards and performance management systems – include or reflect risk-taking guidance.

    Philips’ risk appetite differs depending on the type of risk, ranging from an averse to a seeking approach. Philips operates within the dynamics of the health technology industry and aims to take the risks needed to ensure we continually revitalize our offerings and the way we work. At the same time, Philips is committed to always act with integrity always and is averse to risks impacting our GBP, which include (but are not limited to) the Philips behavior ‘Patient safety, Quality, and Integrity always’. Our employees are expected to ensure compliance with our GBP, laws, and regulations, and to acttake action in the case of concerns or violations to our GBP, pleaseGBP. Please refer to the GBP section belowPhilips General Business Principles (GBP) for more information. Philips’ Riskrisk appetite for the main risk categories is visualized below. Philips does not classify these risk categories in order of importance.

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    Risk management process

    To provide a comprehensive view of Philips’ risks, structured risk assessments take place according to the Philips risk management process standard, applying a top-down and bottom-up approach. Our process standard is designed based on the Enterprise‘Enterprise Risk Management Framework:Management: Integrating with Strategy and PerformancePerformance’ (2017) from the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and on ISO 31000 - Risk Management.

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    Key elements of the Philips risk management process are:

    Examples ofThe measures taken during 20222023 to further strengthen risk management:management include:

    Philips Business Control Framework

    The Philips Business Control Framework (PBCF) sets the standard for internal control at Philips. The objective of the PBCF is to maintain integrated management control of the company’s operations and reporting, as well as safeguard compliance with applicable laws and regulations. Philips has designed its PBCF based on the COSO Internal Control-Integrated Framework (2013).

     As part of the PBCF, Philips has implemented a standard set of Internal Controls over Financial Reporting (ICFR). Together with Philips’ established accounting procedures, this standard set of internal controls is designed to provide reasonable assurance that assets are safeguarded, that the books and records properly reflect transactions necessary to permit preparation of financial statements, that policies and procedures are carried out by qualified personnel, and that published financial statements are properly prepared and do not contain any material misstatements. In each reporting unit, management is responsible for customizing the controls set for their business, risk profile and operations.

    Each year, management’s accountability for ICFR is evidenced through the formal certification statement sign-off. Any deficiencies noted in the design and operating effectiveness of ICFR that were not completely remediated are evaluated at year-end by the Board of Management. The Board of Management’s report, including its conclusions regarding the effectiveness of ICFR, can be found in this report in the section Management's annual report on internal control over financial reporting.

    Philips General Business Principles (GBP)

    The GBP – part of the Philips Business System – incorporate and represent the fundamental principles by which all Philips businesses and employees around the globe must abide. They set the minimum standard for our business conduct as a health technology company, for our individual employees and for our subsidiaries. The GBP form an integral part of labor contracts in virtually every country in which Philips operates, and translations are available in 30 languages. Each year, employees reconfirm their commitment to the code of conduct after completing their GBP e-learning, and there is an additional annual sign-off for Executives. A similar sign-off is in place for Finance and Procurement staff for their respective codes of conduct. Detailed underlying policies, manuals, training, and tools are in place to give employees practical guidance on how to apply and uphold the GBP in their daily work. 

    The GBP Review Committee is responsible for the effective deployment of the GBP and for generally promoting a culture of compliance and ethics within the company. The Committee is chaired by the Chief ESG & Legal Officer, and its members include the Chief Financial Officer, Chief Human Resources Officer and the Chief of International Markets. Furthermore, each quarter all our key markets convene market compliance committees, which act as local satellites of the GBP Review Committee, dealing with GBP-related matters in the local context. They are also responsible for the design and execution of localized compliance plans that are tailored to their market-specific risks and organizational set-up, and regularly review the relevant compliance metrics for their respective market through dashboards delivered by the legal compliance monitoring team. The Secretariat of the GBP Review Committee, together with a worldwide network of GBP Compliance Officers, supports the organization with the implementation of GBP initiatives. 

    As part of our continuous effort to raise GBP awareness and foster dialogue throughout the organization, each year a global GBP communications and training plan is deployed, including structured dialogues led by managers where quality, integrity and speaking up are discussed. This is part of a company-wide initiative aimed at reinforcing a culture of dialogue using ethical dilemma case studies that are relevant to our workforce. A key control to measure implementation of our GBP is the GBP monitoring and reporting program, which is part of our Internal Control framework. In addition, we continue to expand the capabilities of our legal compliance monitoring team, serving our business customers as well as compliance networks with actionable data, thus further improving our compliance control framework. 

    The GBP are supported by established mechanisms with the aim of ensuring standardized reporting and enable employees and third parties to escalate concerns 24/7. Concerns raised are registered consistently in a single database hosted outside of Philips servers to ensure confidentiality and security of identity and information. Encouraging people to speak up through the available channels if they have a concern will continue to be a cornerstone of our GBP communications and awareness campaigns. At least twice a year, the GBP Review Committee, as well as the Executive Committee and Audit Committee of the Supervisory Board, are informed on relevant GBP metrics, cases, trends and learnings.

    Through the Audit Committee of the Supervisory Board, the company also has procedures in place for the receipt, retention and treatment of complaints specifically relating to accounting, internal accounting controls or auditing matters, which enable the confidential, anonymous submission of complaints. 

    More information on the Philips GBP can be found in Environmental, Social and Governance. The GBP and underlying policies, including the Financial and Procurement Code of Ethics, are published on the company website, at https://www.philips.com/a-w/about/investor-relations/governance/business-principles.html .  

    9.2Risk factors

    Philips believes the risks set out below are the material risks that, individually or in combination, could impact our ability to achieve our objectivesaffecting Philips and to live up to the expectations of our customers and stakeholders.its securities. These risk factors may not, however, include all the risks that ultimately may affect Philips. Some risks not yet known to Philips, or currently believed not to be material, may ultimately have a major impact on Philips’ business, revenue, income, assets, liquidity, capital resources, reputation and/or ability to achieve its business and ESG objectives. Please note that this section is not intended to describe riskrisks that have materialized, as these are addressed in other sections and referenced to where relevant. Philips defines risks in four main categories: Strategic, Operational, Compliance and Financial. Philips presents the risk factors within each category in order of our current view of their expected significance. Compared to the previous year we have further prioritized risk factors relating to patient safety and quality, management, addressing the Respironics voluntary recallsupply chain, and the regulatory and legal processes connected to this, geopolitical and macro-economic factors, and to our supply chain operations.simplification of how we work. Although still relevant, we have de-emphasized risk factors related to pandemics. This does not mean that a lower-listed risk factor may not have a material and adverse impact on Philips’ business, revenue, income, assets, liquidity, capital resources, reputation, and/or ability to achieve its business and ESG objectives. Furthermore, other risk factors not listed below may ultimately prove to have more significant adverse consequences than the listed risk factors.

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    9.3Strategic risks

    Philips’ global operations are exposed to geopolitical and macroeconomic changes

    Philips’ business environment can be adversely impacted by macroeconomic and geopolitical conditions in global and individual markets. In 2023, Mature geographies accounted for 72% of Philips’ revenue, while Growth geographies accounted for the remaining 28%. Mature economies are currently the main source of Philips’ revenues, while growth economies are an increasing source of revenues. Philips produces, sources, and designs its products and services mainly from the United States (US), the European Union (EU) (primarily the Netherlands) and China, and the majority of Philips’ assets are located in these geographies. Changes in politics and monetary, trade and tax policies in the US, the EU and China may trigger reactions and countermeasures and may also have an adverse impact on other economies and international markets in which Philips is active. Philips continues to expect global market conditions to remain highly uncertain and volatile due to geopolitical and macroeconomic factors, whether or not they are related to or caused by the Russia-Ukraine war.war and/or the current situation in Israel and the larger Middle East region.

    Philips observes a trend of geopolitical tensions and deglobalization which intensifies protectionism. Examples of protectionism measures are trade policies, on trade, tariffs, sanctions, local value creation and production requirements to obtain market access, custom duties, taxation, technology and data restrictions, cyberattacks, import or export controls, talent mobility restrictions, nationalization of assets, restrictions on repatriation of returns from foreign investments, andinvestments. In addition, there is general uncertainty on the development of local regulations and compliance thereto. Philips observes this trend in the major markets in which it operates and has a particular concern on the development of the US-China relationship and China’s drive to expand its global political footprint and become self-sufficient in critical technologies, including health-related ones.

    If this trend continues, geopolitical relations deteriorate, and economies decouple, it is expected that existing global trade and investment restrictions will remain, and further regulatory and compliance challenges for doing business globally may emerge, resulting in continued pressure on market growth and investments.

    Uncertainty and challenges regarding various global macroeconomic factors continue to persist. Examples of general factors are an overall weakening economy, declines in economic growth projections in the US, the EU and China (which collectively account for around two-thirds of Philips’ sales),outlook, reduced government spending, declining customer and consumer confidence and spending, risinghigh inflation and interest rates, and the emergence of economic impacts related to the climate crisis. Although the ability to manage pandemics (for example, resurgences of COVID-19 or mutations thereof) has improved, pandemics may continue to affect Philips’ operations in the future. Examples of healthcare-specific potential factors include rising uncertainty over the future direction of public healthcare policy and the risk of declining public investment in healthcare ecosystems.

    The Russia-Ukraine war has increased global economic and political uncertainty. Governments in the US, the UK, the EU, Canada, and Japan have each imposed export controls on certain products and sanctions on certain industry sectors and institutions in Russia, and additional controls and sanctions could be enacted in the future.

    Similarly, the conflict in Israel will further increase economic and political uncertainty and may affect the company’s results of operations, financial position and cash flows. Philips is present in Israel with several subsidiaries, mainly in Diagnosis & Treatment and Connected Care, that are primarily involved in manufacturing and research and development (R&D) activities. Upcoming elections in the US, the UK and the EU could also have an impact on the course of these conflicts. The Russia-Ukraine warongoing conflicts may heighten the impact of other risks factors described herein, including but not limited to: volatility in prices for transportation, energy, commodities and other raw materials; disruptions in the global supply chain; decreased customer and consumer confidence and spending; increased cyberattacks; intensified protectionism; political and social instability; increased exposure to foreign currency fluctuations; rising inflation and interest rates; and constraints, volatility or disruptions in the credit and capital markets. It is possible that the conflict in Ukraine may escalate or expand and current or future sanctions and resulting geopolitical and macroeconomic disruptions could be significant. We cannot predict the impact the conflict may have on the global economy in the future.

    Changes in geopolitical and macroeconomic conditions are difficult to predict, and the factors described above, or other factors, may lead to adverse impacts on global trade levels and flows, economic growth, and financial market and political stability, all of which could adversely affect the demand for, and supply of, Philips’ products and services. This may result in a material adverse impact on Philips’ business, financial condition, and operating results. These factors could also make it more difficult to budget and to make reliable financial forecasts or could have a negative impact on Philips’ access to funding.

    Philips may be unable to shift tokeep pace with the changing health technology solutions and services business modelenvironment

    With Philips’ focus on health technology, our business model is transforming from transactional, product-focused business models to customer- and patient-centric, outcome-oriented business models, with multi-year customer partnerships enabled by a portfolio of innovative devices, solutions, platforms, insights and value-added services. If this transformation is made too slowly or is not successful, Philips may not meet the expectations of patients and other stakeholders in the Health Technologyhealth technology business environment. ItWe may face a loss of customer relevance, fail to capture growth, and lose market share. In addition, because of our health technology focus, Philips may have a reduced ability to offset potential negative impacts (including, but not limited to, impacts on sales, operating results, liabilities, compliance, and financing) on its health technology business by other businesses through a more diversified portfolio. As a result of the shift to aits focus on health technology, Philips is deepening customer engagement and entering into long-term solutions and services business model, Philipsarrangements and, as a result, is becoming more dependent on a number of key customers for long-term recurring revenues, thus increasing the risk that the loss of, or a significant reduction in, orders from one or more of our key customers could cause a significant decline in our revenues. As Philips looks to increase our use of indirect sales channels, Philips will increasingly rely on successfully leveraging new and existing partners to support end customers and patients. Any of these factors may have a material adverse impact on Philips’ brand value and reputation, business, financial condition, and operating results. More specific Health Technologyhealth technology risks and their potential impacts are included in the Operational, Financial and Compliance risk sections below as well as in the Notenote Contingencies.

    Philips may be unable to gain leadership in health informatics

    New digital technologies and ways of conducting business are fundamentally changing the health technology industry, and thus our competitive business environment. A key trend, started in radiology, is the application of artificial intelligence (AI) and machine learning (ML) to drive quality and efficiency in clinical and operational workflows. Customers need workflow-aware solutions that convert data from our imaging and monitoring systems into actionable insights. Another trend, accelerated by the pandemic, is the shift toward cloud-based Software as a Service (SaaS) business models and remotely upgradable and serviceable systems with suites of apps. These new types of offerings are enabled by hybrid cloud/on-premise digital platforms. Our informatics and systems businesses may fall behind established and new ‘born digital’ competitors if Philips fails to, in a timely way, develop the requisite capabilities, adjust its business models, and find ways to globally commercialize new products and services at scale. This could result in an inability to satisfy customer and patient needs, thereby missing out on revenue and margin growth opportunities, which may have a material adverse impact on Philips’ business, financial condition and operating results.

    Acquisitions could fail to deliver on Philips’ business plans and value creation expectations, and we may not be able to successfully integrate acquired operations

    SelectedAlthough Philips focusses on organic growth to deliver patient and people driven innovation at scale, selected acquisitions have been, and are expected to remain part of Philips’ growth strategy. We may not be able to integrate acquisitions successfully or efficiently integrate new acquisitions with our existing operations, culture and systems, which may expose Philips to risks in areas such as sales and service, logistics, quality, regulatory compliance, legal claims, information technology, and finance. Integration challenges may adversely impact the realization of value creation expectations. Transactions may incur significant costs, result in unforeseen operating difficulties, divert management attention from other business priorities, and may ultimately be unsuccessful. Cost savings expected to be implemented, or other assumptions underlying the business case relating to a particular acquisition, may not be realized. If we are unable to accomplish any of our objectives in respect of any of our new acquisitions, we may not realize the anticipated benefits of such acquisitions and we may experience lower than anticipated profits, or even incur losses. Acquisitions may also lead to a substantial increase in long-lived assets, including goodwill, which may later be subject to write-down if an acquired business does not perform as expected, which may have a material adverse effect on Philips’ earnings.

    Philips may be unable to meet internal or external aims or expectations with respect to ESG-related matters

    Environmental, Social and Governance (ESG) factors may directly and indirectly impact the business environment in which Philips operates. Philips may, from time to time, disclose ESG-related initiatives or aims in connection with the conduct of its business and operations (for example, with respect to reducing greenhouse gas emissions in its supply chain). However, there is no guarantee that Philips will be able to implement such initiatives or meet such aims within anticipated timeframes, or at all. In addition, there is an increasing focus from Philips’ stakeholders – including customers, employees, regulators, and investors – on ESG matters, and those stakeholders may also have ESG-related expectations with respect to Philips’ business and operations. For example, customers may focus on ESG-related criteria in buying our products, and any inability by Philips to address concerns about ESG-related matters could negatively impact sentiment towards Philips and our products and brands. There are an increasing number of regulatory and legislative initiatives in the EU and other jurisdictions to address ESG issues, which will or may (if(once implemented) require Philips to significantly increase the scope of mandatory ESG disclosures.disclosures, including the Corporate Sustainability Reporting Directive (CSRD), European Sustainability Reporting Standards (ESRS) and the SEC’s proposed climate disclosure rules. They will introduce or may (if implemented) requireextend a duty of care, requiring Philips to identify and act on adverse environmental and human rights impacts across the organization and potentially the entire value chain, beyond or different from our current efforts. These regulatory and legislative initiatives, in turn, could also affect how customers or other stakeholders perceive our products or business operations. If our products or business operations do not meet the criteria for sustainability according to, for example, the EU Taxonomy Regulation (including the related delegated regulations) or any other similar regulations, this may negatively affect how customers or other stakeholders view Philips. Philips may fail to fulfill internal or external ESG-related initiatives, aims or expectations, or be perceived to do so, or we may fail adequately or accurately to report performance or developments adequately or accurately with respect to such initiatives, aims or expectations. In addition, Philips could be criticized or held responsible for the scope of its initiatives or goals regarding ESG matters. Any of these factors may have an adverse impact on Philips’ reputation and brand value, or on Philips’ business, financial condition and operating results.

    Philips may be unable to secure and maintain intellectual property rights for its products and services or may infringe others’ intellectual property rights

    Philips is dependent on its ability to obtain and maintain licenses and other intellectual property (IP) rights covering its products and services and its design and manufacturing processes. The IP portfolio is the result of an extensive IP generation process that could be influenced by a number of factors, including innovation and acquisitions. The value of the IP portfolio is dependent on the successful promotion and market acceptance of standards (co-)developed by Philips. This is particularly applicable to the segment ‘Other’, where licenses from Philips to third parties generate IP royalties and are important to Philips’ results of operations. The timing of licenses from Philips to third parties and associated revenues from IP royalties are uncertain and may vary significantly from period to period. Additionally, royalties are often based on sales by third parties, creating an exposure to macroeconomic effects and continuity of these third parties. A loss or impairment in connection with such licenses to third parties could have a material adverse impact on Philips’ financial condition and operating results. Philips is also exposed to the risk that a third party may claim to own IP rights to technology applied in Philips’ products and services. If any such claims of infringement of these IP rights are successful, Philips may be required to pay damages to such third parties or may incur other costs or losses.

    9.4Operational risks

    Products and services may fail quality or security standards, which maycould adversely affect patient safety andor customer operations

    The safety of patients and our brand reputation depends on the safety and quality of our products and services. Our products and services, either new and/or in field use by our customers, may failFailure to meet product quality or product security standards. In particular, Philips is exposed to the ongoing impact of the Respironics voluntary recall and related matters. Please refer to the section Quality & Regulatory and patient safety and the Note Contingencies. If products fail to meet product quality and/or security standards this may cause (patient)patient harm, negatively impact customer operations and their ability to provide healthcare, provide unauthorized access to patient records and medical devices through cybersecurity incidents, or generally cause customer dissatisfaction. Given Philips’ focus onand damage Philips' reputation and brand. 

    As a health technology innovator, our products and services often requiremust comply with rules and regulations that govern our operations, processes, and ways of working. Risks associated with non-compliance with quality, regulatory, approvals, including approval ofand security assessments apply to pre-market activities (such as product design, production and supplier quality activities) and benefit/risk prior to market introduction.post-market activities. There are risks involving hardware, software and human error, spanning across the lifecycle, and involving third-party suppliers and components. Many of our products also have multiple third-party software components, which may be exposed to security threats, including potentially in the eventthreats. We are subject to risk from known issues, and emerging potential issues. Potential consequences of obsolescence or insufficient maintenance. Issues with the quality or security of our products and services can occur as a result of various factors, including product design, production, suppliers, materials used, installation, or newly emerging and rapidly evolving cybersecurity threats. These (and other) issues could cause events that need to be actively addressed, which may lead to (amongst others) higher costs of design, market de-activation, stop use, field recalls and repairs, financial claims and liabilities,these risks include damage to our brand reputation, competitive disadvantage, regulatory non-compliance (referconsent decrees (for example, the proposed Respironics consent decree described in note Subsequent events to the section Compliance risks)Consolidated financial statements), consent decrees orand losing our licenselicenses to operate for products or access to markets. Anyin specific markets, all of thesewhich may have a material adverse impact on Philips’ business, financial condition and operating results.

    Notwithstanding the proliferation of technology and technology-based control systems to detect defects or other errors in our products before they are released, our business ultimately relies on people as our greatest resource, and, from time to time, they make mistakes or engage in violations of applicable policies, laws, rules or procedures. These events are not always caught immediately by our technological processes or by our controls and other procedures, which are intended to prevent and detect such errors or violations. In addition to human error, our quality controls are also subject to overriding, as well as resource or technical constraints. As such, these quality controls and preventative measures may not be effective in detecting all defects or errors in our products before they have been released into the marketplace. In such an event, the technological reliability and safety of our products could be below our standards, and our reputation, brand and sales could be adversely affected. In addition, we could be required to, or may find it necessary to, offer a refund for the product or service, suspend the availability or sale of the product or service, or expend significant resources to cure the defect or error. Any of these factors may have an adverse impact on Philips’ reputation and brand value, or on Philips’Philips' business, financial condition, and operating results.

    Philips may be unable to ensure a resilient supply chain

    Most of Philips’ operations are conducted internationally, which exposes Philips to supply chain challenges and uncertainties. Philips produces and procures products and parts in various countries globally, including Asian countries. Disruption to production in, and shipping from, Asian countries could have a disproportionate impact on our business compared to disruptions in other markets.globally. The production and shipping of products and parts, whether from Philips or from third parties, could be interrupted and may face increasing costs by various external factors, such as geopolitics (for example, US-China relations and protectionist measures taken in other markets), regional conflicts (e.g. the Middle East region), natural disasters, or extreme weather events (the effects of which may be exacerbated by climate change), container imbalances, port congestions, and continued uncertainty relatedgeopolitics.

    While macro trends around materials availability have improved in 2023, Philips’ medical systems stay in production for longer periods than the lifecycle of their semi-conductors and require continuous rejuvenation of their electronic components. Philips may fail to COVID-19 measures (particularly in China). Throughout 2022 we experienced supply chain headwindstimely obtain or replace such components from existing supplies, and expect these to continue throughout 2023. Currently, components are scarce. Global supply constraints and cost impacts as a result of worldwide economic disruptions, electronic component shortages, fear of future or ongoing pandemics, inflation, and geopolitical events, including the war in Ukraine, are impacting our ability to procure components. Obtaining alternative sources of components could involve significant costs and regulatory challenges and may not be available to us on reasonable terms, if at all. As a health technology company, Philips is dependent on the availability of components, including semiconductors. Semiconductors have been subject to an ongoing global supply shortage. At the same time our product design may include obsolescent semiconductors and other components. If semiconductor shortage continues, we may experience delays, production interruptions, increased costs, the need to make engineering design changes or the inability to fulfill customer demand, any of which could adversely affectaffecting our business and financial performance. Philips, our customers, our

    Our suppliers and our third-party service providers may also be exposed to labor shortages and potentially as a result of COVID-19.worsening macroeconomic and geopolitical trends. These factors may cause increased lead times and adversely impact our production capacity, which may negatively impactaffect the delivery of products and services to customers, for example the postponement of equipment installations in hospitals. If Philips is not able to respond swiftly to those factors, this may result in an inability to deliver on customer needs, ultimately resulting in loss of revenue and margin.

    A general shortage of energy, materials, (sub-)components or means of transportation may drive fluctuations in price. Philips purchases raw materials, including rare-earth metals, copper, steel, aluminum, noble gases and oil-related products. ThereWhile the macroeconomic trend of improved materials availability also positively impacts the raw materials and energy cost compared to 2022, there is no assurance that these raw materials will be available for purchase in the future. The actions by the governments in the US, UK, and the EU in response to the war between Russia and Ukraine, among other factors, have had an adverse impact on the cost of the raw materials that we purchase. future or available at current costs.

    Commodities have been subject to volatile markets, and such volatility is expected to continue and costs to increase. Costs may also increase as a result of stricter climate-change-related laws and regulations. Such legislation could require investments in technology to reduce energy use and greenhouse gas emissions, beyond what we expect in our existing plans, or could result in additional and increased carbon pricing. If Philips is not able to compensate for increased costs of energy, (sub-)components, (raw) materials, and transportation – either by reducing reliance thereon or passing on increased costs to customers – then price increases could have a material adverse impact on Philips’ business, financial condition, and operating results.

    Philips may increase its dependency on a concentration of external suppliers, as a result of the continuing process of creating a leaner supply base and launching initiatives to replace internal capabilities with less costly outsourced products and services. These initiatives also need to be balanced with local-market value-creation requirements, including those relating to local manufacturing and data storage.

    Although Philips works closely with its suppliers to avoid supply discontinuities, there can be no assurance that Philips will not encounter future supply issues, causing disruptions or unfavorable conditions. Furthermore, while the materials supply has improved in 2023, the challenges in our capability for the planning and synchronization of supply with demand continue, which combined with a drive for inventory reduction and cash flow improvements, can lead to further materials running out of stock, which could have a material adverse impact on Philips’ business, financial condition and operating results.

    Philips may face challenges in connection with its strategy to improve executionsimplifying the organization and other business performance initiativesthe ways of working 

    As announced in January 2023, Philips has prioritizeda simplified, more agile operating model is a priority to improve the further strengtheningexecution of our patient safety and quality management, our supply chain operations, and the simplification of the organization and the ways we work.strategy. If we do not effectively managesimplify the necessaryorganization and our ways of working, which changes including any upgradesinclude, but are not limited to, Philips’changes in governance, roles, processes, and IT landscape and architecture, this may result in us not realizinglimiting our ability to fully realize our business ambitions with respect to growth, safety, quality, operational excellence, productivitydelivering sustainable impact, meeting critical patient and solutions delivery, amongst others,customer needs, delivering integral value proposition, growing the business, and/or may causemaintaining business discontinuities. There can be no assurance that the recently announced changes incontinuity. While Philips has implemented a new operating model will be successful in supporting Philips’ strategy or improving Philips’ resultsto simplify the organization and improve its ways of operations, andworking, Philips may need to undertake further restructuringschanges and related restructuring in the future. Iffuture if the recently announced restructuringoperating model ultimately proves to be wholly or any future restructurings ultimately prove unsuccessful or have a material adverse effect on Philips’ reputationpartly unsuccessful.

    To simplify ways of working and brand value, Philips’ business, financial condition, and operating results could be materially adversely affected.

    improve performance, Philips continuallycontinuously seeks to create a more open, standardized, and cost-effective IT landscape. Approaches include further outsourcing, offshoring, commoditization,integration, and ongoing reduction in the numberconsolidation of IT systems. These changes createmay elevate third-party dependency risks regarding the delivery of IT services, the availability of IT systems, and the functionality offered by IT systems. Although Philips has sought to strengthen security measures and quality controls relatingrelated to these systems, these measures may prove to be insufficient or unsuccessful, which may lead to a material adverse impact on Philips’ business, financial condition, and operating results.

    Philips is dependent on its people for leadership and specialized skills and may be unable to attract and retain such personnel

    In October 2022 and January 2023, Philips announced a series of reductions in workforce. These restructuring measures may negatively impact Philips’ reputation and its ability to attract and retain employees whose skills and experience are important for its business. Layoffs of skilled employees may subject Philips to potential employment lawsuits and benefit Philips’ competitors. Philips’ restructuring measures may also pose operational challenges and place a substantial strain on remaining management and employees. The reduction in workforce may adversely affect the pace and breadth of Philips’ research and development efforts. The diversion of management time to planning and implementing any restructuring measures may also cause disruptions to Philips’ business.

    The attraction and retention of talented employees is critical to Philips’ success, and the loss of employees with specialized skills could result in business interruptions. There is fiercestrong competition for talent in key capability segments, and there is a heightened expectation of attrition post-pandemic. The announced organizational restructuring may also impact employee engagement. These factors may affect Philips’ abilityPhilips needs to attract and retain critical talent. Post-COVID-19 adjustments such as hybrid working may continue to present challenges to team interactions and the onboarding of new people. If employees perceive our post-COVID-19 approachthe workload following the recent operating model transformation and workforce reduction to working to be inadequate, overly burdensome or prefer the safety or convenience ofmore flexibility than offered by our hybrid working from home,policies, to mention two, employees may choose to terminate their employment with us, productivityus. In this case, efficiencies in workflow may decline,be impacted, or we may experience employee unrest, slowdowns, stoppages or other demands.demands, such as overburden of the remaining employees. Philips is competing for the best talent and most sought-after skills, and there is no assurance of succeeding compared to other companies in attracting and retaining the highly qualified employees needed in the future. Wage inflation is increasing the competition for talent andas well as the cost of labor. This may negatively impact our ability to deliver onrealize our strategic imperatives,plan for creating value with sustainable impact, and if we are unable to offset the increased costs of labor through higher selling prices and increased productivity, then rising costs could also have a material adverse impact on Philips’ business, financial condition and operating results.

    Philips could be exposed to a significant enterprise cybersecurity breach

    Philips relies on information technology to operate and manage its businesses, andas well as store and process confidential data (relating to patients, employees, customers, intellectual property, suppliers and other partners). Philips’ products, solutions and services increasingly contain sophisticated and complex information technology. The healthcare industry is subject to strict privacy, security and safety regulations with regard to a wide range of health information. At the same time, geopolitical conflicts and criminal activity continue to drive increases in the number, severity, and sophistication of cyberattacks globally. Considering the general increase in cybercrime, our customers and other stakeholders are becoming more demanding regarding the cybersecurity of our products and services. As a global health technology company, Philips is inherently and increasingly exposed to the risk of cyberattacks and potential impact of attacks on our suppliers. Information systems may be damaged, disrupted (including the provision of services to customers), or shut down due to cyberattacks. In addition, breaches in the security of our systems (or the systems of our customers, suppliers, or other partners) could result in the misappropriation, destruction, or unauthorized disclosure of confidential information (including intellectual property) or personal data belonging to us or our employees, customers, suppliers or other partners. These risks are particularly significant with respect to patient medical records. Cyberattacks may result in substantial costs and other negative consequences, which may include, but are not limited to, lost revenues, reputational damage, remediation and enhancement costs, penalties, and other liabilities to regulators, customers and other partners. Philips has not encountered any material breaches or other significant cybersecurity incidents in 2022.2023. While Philips deals with the operational threat of cybercrime on a continuous basis and has so far been able to prevent significant damage or significant monetary cost in taking corrective action, there can be no assurance that future cyberattacks will not result in significantmaterial or other consequences than as described above, which may result in a material adverse impact on Philips’ business, financial condition and operating results.

    Philips may face challenges to drive excellence and speed in bringing innovations to market

    To gain sustainable competitive advantage and create value with sustainable impact, Philips aims to deliver on our purposescalable, people-centric, and the Quadruple Aim (better health outcomes, improved patient experience, improved staff experience and lower cost of care), itpatient-centric innovations. It is important that Philips continues to innovateinnovates and delivers these innovations to the marketin close collaboration with its customers on a timely basis.basis and at scale. The emergence of new low-cost competitors, particularly in Asia, the rise of artificial intelligence (AI) and data driven solutions, and the increasing importance of product and cyber security, further underlines the importance of improvements in the innovation process. Success in launching innovations depends on a number of factors, including development of value propositions, architecture and platform creation, product development, market acceptance, production, and delivery ramp-up. It is also dependent on addressing potential quality issues or other defects in the early stages of introduction, and on attracting and retaining skilled employees. Costs of developing new products and solutions may partially be reflected on Philips’ balance sheet and may be subject to write-down or impairment depending on the performance of such products or services. The significance and timing of such write-downs or impairments are uncertain, as is the ultimate commercial success of new product introductions. Accordingly, Philips cannot determine in advance the ultimate effect that innovations will have on its financial condition and operating results. If Philips fails to create and commercialize its innovations at scale, it may lose market share and competitiveness, which could have a material adverse effect on its financial condition and operating results.

    Pandemics could have an adverse effect on Philips’ operations and employees

    Although the ability to manage pandemics (for example, resurgences of COVID-19 or mutations thereof) has improved, pandemics may continue to affect Philips’ operations and results in 2023 and Philips expects uncertainty and volatility related to the impact of pandemics and the local response policies thereto, in China in particular given our footprint in China and recent developments in China to loosen restrictions and countervailing measures imposed by other countries. This is driven by, among other things, the extent and depth of government policies to restrict the spread of viruses, the effectiveness of vaccination programs, the appearance of mutations, and the emergence of new viruses that may cause new pandemics. COVID-19 and other pandemics may continue to impact delivery on our triple duty of care in various ways: the health and safety of our employees (in our various working environments); meeting critical customer needs (for example, our production capacity and our ability to deliver, install and provide services); and business continuity (for example, our functional operations, supply chain, and commercial processes). In 2022, we have gradually reopened our offices mostly applying a hybrid schedule. For further discussion or the risks related to hybrid working, see the risk factor “Philips is dependent on its people for leadership and specialized skills and may be unable to attract and retain such personnel”. The expectation remains that responses to the risks of COVID-19 continue to require effort and expense and may negatively affect Philips’ business, financial conditions, and results of operations. In addition, Philips’ customers may not yet be fully focused on making new investments in medical equipment while recovering from COVID-19 disruptions, or they may be facing liquidity issues caused by COVID-19, which may adversely impact Philips’ revenue and cash flow generation.

    9.5Financial risks

    Philips is exposed to a variety of treasury and financing risks, including liquidity, currency, credit and country risk

    Negative developments impacting the liquidity of global capital markets could affect Philips’ ability to raise or re-finance debt in the capital markets or could lead to significant increases in the cost of such borrowing in the future. If the markets expect a downgrade by the rating agencies, or if such a downgrade has actually taken place, this could increase the cost of borrowing, reduce our potential investor base and adversely affect our business.

    Philips’ financing and liquidity position may also impact its ability to implement or complete any share-buyback program or distribute any dividends in accordance with its dividend policy or at all. Any announced share-buyback program or dividend policy may also be amended, suspended or terminated at any time, including at Philips’ discretion or as a result of applicable law, regulation or regulatory guidance, and any such amendment, suspension or termination could negatively affect the trading price of, increase trading price volatility of, or reduce the market liquidity of Philips’ shares or other securities. Additionally, any share-buyback program or distribution of dividend could diminish Philips’ cash or other reserves, which may impact its ability to finance future growth and to pursue potential future strategic opportunities. Any share-buyback program or dividend payment will depend on factors such as availability of financing, liquidity position, business outlook, cash flow requirements and financial performance, the state of the market and the general economic climate, and other factors, including tax and other regulatory considerations. Philips and its subsidiaries may also be subject to limitations on the distribution of shareholders’ equity under applicable law.

    Philips operates in over 100 countries and its reported earnings and equity are therefore inevitably exposed to fluctuations in the exchange rates of foreign currencies against the euro. Philips’ sales and net investments in its foreign subsidiaries are sensitive in particular to movements in the US dollar, Japanese yen, Chinese renminbi, and a wide range of other currencies from developed and emerging economies. Philips’ sourcing and manufacturing spend is concentrated in the EU, the US and China. Income from operations is particularly sensitive to movements in currencies of countries where Philips has no or very small-scale manufacturing/local sourcing activities but significant sales of its products or services, such as Japan, Canada, Australia, the United Kingdom, and a range of emerging markets, such as South Korea, Indonesia, India and Brazil. Philips’ operations in all segments were scaled back in Russia and Ukraine in 2022, which together represented less than 2% of group sales in 2021 and in 2022. The asset value of the activities in Russia and Ukraine were less than 1% of the consolidated total assets of the group as of December 31, 2022. While there have been no significant asset write-downs to date in Russia and Ukraine, we continue to closely monitor developments in this regard.

    In view of the long lifecycle of health technology solution sales and long-term strategic partnerships, the financial risk of counterparties with outstanding payment obligations creates exposure risks for Philips, particularly in relation to accounts receivable from customers, liquid assets, and the fair value of derivatives and insurance contracts with financial counterparties. A default by counterparties in such transactions can have a material adverse effect on Philips’ financial condition and operating results.

    Contingent liabilities may have a significant impact on the company’s consolidated financial position, results of operations and cash flows. For an overview of current cases please refer to the Notenote Contingencies.

    Philips is exposed to tax risks which could have a significant adverse financial impact

    Philips is exposed to tax risks whichthat could result in double taxation, penalties and interest payments. The source of the risks could originate from local tax ruleslaws and regulations as well as international and EU regulatory frameworks. These include transfer pricing risks on internal cross-border deliveries of goods and services, as well as tax risks relating to changes in the transfer pricing model. Examples of initiatives that may result in changing tax rules and regulations include, but are not limited to, the plans adopted by the Dutch parliament to abolish the tax exemption for dividend withholding tax on share buy backs with effect from 2025 and the OECD/G20 Inclusive Framework to address the allocation of income to user markets (“Pillar One”)(Pillar One) and a 15 per cent.15% minimum corporate income tax rate (“Pillar Two”)(Pillar Two). The formal adoption of Council Directive (EU) 2022/2523 (the “PillarPillar Two Directive”) perDirective) in December 2022 aims to achieve a coordinated implementation of Pillar Two in EU Member States, which is expected to have an effect onmember states. The Dutch government adopted the draft Dutch legislative proposal for the proposed Minimum Tax Rate Act 2024 (the “MTR Act”)(MTR Act) in December 2023 and the Pillar Two legislation will be applicable in local law with effect from 2024. As for Pillar One, it is too early to assess the potential impact. Philips is closely monitoring thesefollowing the developments but does notof this initiative.

    As Philips maintains substance in the form of relevant assets and personnel in the countries in which it operates, and with the recently provided transitional safe harbor rules (based on Country-by-Country report) enacted by OECD, Philips currently expect that it will be affected byexpects to have limited exposure to taxation under Pillar One implementing measures (subject to clarity on final regulations). However, Philips may be affected by the “MTR Act” following its implementation, which is expected to occur on 1 January 2024, and other regulations and rules that have been, or will be, enacted to implementTwo. Pillar Two (for example, any implementing acts in EU Member States in respect of the “Pillar Two Directive”). This may still impose an additional tax burden on a jurisdiction-by-jurisdiction basis (which do not meet the transitional safe harbor rules) and increase Philips’ tax compliance requirements. burden significantly.

    Furthermore, Philips is exposed to tax risks related to acquisitions and divestments, permanent establishments, tax loss, interest and tax credits carried forward, and potential changes in tax law that could result in higher tax expenses and payments. The risks may have a significant impact on local financial tax results, which in turn, could adversely affect Philips’ financial condition and operating results. The value of the deferred tax assets, such as tax losses carried forward, is subject to the availability of sufficient taxable income within the tax loss-carry-forward period. It is also subject to the availability of sufficient taxable income within the foreseeable future, in the case of tax losses carried forward with an indefinite carry-forward period. The ultimate realization of the company’s deferred tax assets is uncertain. Accordingly, there can be no absolute assurance that all deferred tax assets, such as (net) tax losses and credits carried forward, will be realized.

    Flaws in internal controls could adversely affect our financial reporting and management process

    Accurate disclosures provide investors and other market professionals with significant information for a better understanding of Philips’ businesses. Failures in internal controls or other issues with respect to Philips’ public disclosures, including disclosures with respect to cybersecurity risks and incidents, could create market uncertainty regarding the reliability of the information (including financial data) presented. This could have a negative impact on the price of Philips securities. In addition, the reliability of revenue and expenditure data is key for steering the businesses and for managing top-line and bottom-line growth. The long lifecycle of health technology solution sales, from order acceptance to accepted installation and servicing, together with the complexity of the accounting rules recognizing revenue in the accounts, presents a challenge in terms of ensuring consistent and correct application of the accounting rules throughout Philips’ global business. Significant changes in the way of working, such as hybrid workingthe changes made to our operating model, restructurings, and shifting processes to remote Global Business Services locations, may have an adverse impact on the control environment under which controls are executed, monitored, reviewed, and tested. Any flaws in internal controls, or regulatory or investor actions in connection with flaws in internal controls, could have a material adverse effect on Philips’ business, financial condition, operation results, and reputation and brand.

    Global inflation could materially adversely impact our business and results of operations

    Changes in macroeconomic conditions, supply chain constraints, labor shortages, the conflict in Ukraine, and steps taken by governments and central banks, particularlyincluding in response to the COVID-19 pandemic as well as otherrecent stimulus and spending programs, have led to higher inflation, which is likely, in turn, to lead to increased interest rates and adverse changes in the availability and cost of capital. These inflationary pressures could affect our manufacturing costs, operating expenses (including wages), and other expenses. We may not be able to compensate for increased costs by driving productivity to reduce costs and by passing these cost increases on through price measures in a timely manner, if at all, which could have an impact on our gross margins and profitability. Our business also operates in certain countries that have experienced hyperinflation, including Argentina and Turkey, and hyperinflationary conditions in any of the markets in which we operate may have a material adverse effect on our business, result of operations and financial condition. Inflation may also cause our customers to reduce or delay orders for our products, which could have a material adverse effect on our business, results of operations, and cash flows.

    9.6Compliance risks

    Philips isproducts and services may be exposed to risksthe risk of non-compliance of its products and services with various regulations and standards includinginvolving quality, product safety, and security

    Our reputation and license to operate depends on our compliance with global regulations and standards. In particular, Philips is exposed to the ongoing impact of the Respironics voluntary recall and related matters. Please refer to the section Quality & Regulatory and patient safety and the Note Contingencies. Philips operatesOperating in a highly regulated health-technology product safety and quality environment and itsindustry, our products and services, including parts orand materials from suppliers, are subject to regulation by various government and regulatory agencies, e.g., FDA (US), EMA (Europe), NMPA (China), MHRA (UK), ASNM (France), BfArM (Germany), and IGZ (the Netherlands). In the EU, the Medical Device Regulation (EU MDR) became effective in May 2021 and imposes significant additional pre-market and post-market requirements. Examples of other product-related regulations are the EU’s Waste from Electrical and Electronic Equipment (WEEE), Restriction of Hazardous Substances (RoHS), Registration, Evaluation, Authorization and Restriction of Chemicals (REACH) and Energy-using Products (EuP) regulations. We are subject to various European, United States, and domestic, EU, US and foreign environmental laws and regulations, which are continuing to develop. Any failure to comply with such laws and regulations could jeopardize product quality, safety, and security and/or expose us to lawsuits, administrative penalties, and civil remedies, all of which may have a material adverse impact on Philips’ business, financial condition, and operating results.

    Philips has observed an increase in safety and security requirements in a variety of new and upcoming legislation dealing with market access of consumer goods, medical devices, information and communication technology products, (cloud)Cloud services, and specific areas such as data protection, cybersecurity, AI, and supply chain.

    Both regulators and customers require us to demonstrate legal compliance and adequate security management using national and international standards and associated certifications. Non-compliance with conditions imposed by regulatory authorities, including in connection with the proposed Respironics consent decree relating to the Respironics recall or any similar regulatory undertakings, could result in product recalls, a temporary ban on products, stoppages at production facilities, remediation costs, fines, disgorgements of profits, and/or claims for damages. Product safety incidents or user concerns could jeopardize patient safety and/or trigger inspections by the FDA or other regulatory agencies, which, if failed,depending on the results of such inspections, could trigger the impacts described above, as well as other consequences. These issues could adversely impact Philips’ financial condition or operating result through lost revenue and cost of any required remedial actions, penalties or claims for damages. They could also negatively impact Philips’ reputation, brand, relationship with customers and market share. In particular, Philips is exposed to the ongoing impact of the Respironics voluntary recall/field action and related matters. Please refer to the section Quality & Regulatory and patient safety and the note Contingencies.

    Philips is exposed to the risks of non-compliance with business conduct rules and regulations, including privacy and upcoming ESG disclosure and due diligence requirements.requirements

    In the execution of its strategy, Philips could be exposed to the risk of non-compliance with business conduct rules and regulations and our General Business Principles, including, but not limited to, patient safety, quality, anti-bribery, healthcare compliance, privacy and data protection, as well as upcoming ESG disclosure requirements and due diligence requirements. This risk is heightened in growthGrowth geographies, as the legal and regulatory environment is less developed compared to matureMature geographies. Examples of compliance risk areas include commission payments to third parties and remuneration payments to agents, distributors, consultants and similar entities, as well as the acceptance of gifts, which may be considered in some markets to be normal local business practice. The ongoing digitalization of Philips’ products and services, including its processing of personal data, increases the importance of compliance with privacy, data protection and similar laws. These risks could adversely affect Philips’ financial condition, reputation and brand and trigger the additional risk of exposure to governmental investigations, inquiries and legal proceedings and fines. In various jurisdictions, ESG disclosure requirements are currently being drafted. In Europe, the Corporate Sustainability Reporting Directive has been approved.and European Sustainability Reporting Standards (ESRS) will be adopted in 2023 andhave been approved. The latter will significantly increase the scope of mandatory ESG disclosures. Also,Philips needs to report over FY 2024 in line with the requirements of the CSRD and the ESRS. In addition, the proposed European Corporate Sustainability Due Diligence Directive and similar regulations and directives or other rules will (if implemented) require companies to identify and act on adverse environmental and human rights impacts across their organization – and potentially their entire value chain. Failure to meet these requirements could trigger the additional risk of exposure to inquiries from supervisory bodies and adversely affect Philips’ reputation and brand or could adversely impact Philips’ financial condition or operating result through lost revenue and cost of any required remedial actions, penalties or claims for damages.

    For further details, please refer to the sub-section Legal proceedings within the Notenote Contingencies.

    10Supervisory Board

    In the two-tier corporate structure under Dutch law, the Supervisory Board is a separate body that is independent of the Board of Management and the company. The Supervisory Board supervises the policies, management and general affairs of Philips, and assists the Board of Management and the Executive Committee with advice. Please also refer to Supervisory Board within the chapter Corporate governance.

    Feike Sijbesma2)3)
    Born 1959, Dutch
    Chairman of the Supervisory Board since May 2021
    Chairman of the Corporate Governance and Nomination & Selection Committee
    Member of the Supervisory Board since 2020; first term expires in 2024
    Former CEO and member of the Managing Board of Koninklijke DSM NV. Currently Honorary Chairman of Koninklijke DSM NV member of the Supervisory Board of Dutch Central Bank (DNB),(Honorary Chairman) and former non-executive Director of Unilever NV,NV. Co-Chair of the Global Climate Adaptation Center and Member of the Board of Trustees of the World Economic Forum.
    Chua Sock Koong1)
    Born 1957, Singaporean
    Member of the Supervisory Board since 2021; first term expires in 2025

    Former Group CEO of Singapore Telecommunications Limited and currently member of the Board of Directors of Prudential plc, Bharti Airtel Limited, Bharti Telecom Limited and Ayala Corporation. Member of the Council of Presidential Advisors of Singapore, Deputy Chairman of the Public Service Commission of Singapore.

    Liz Doherty1)
    Born 1957, British/Irish
    Chairwoman of the Audit Committee
    Member of the Supervisory Board since 2019; firstsecond term expires in 20232027
    Former CFO and board member of Reckitt Benckiser Group PLC, former CFO of Brambles Ltd, former non-executive director and audit committee member at Delhaize Group, Nokia Corp., SABMiller PLC and Dunelm Group PLC. Currently, member of the Supervisory Board and Chairwoman of the audit committee of Novartis AG and of Corbion N.V. Fellow of the Chartered Institute of Management Accountants. Former non-executive board member of the UK Ministry of Justice and of Her Majesty’s Courts and Tribunals Service (UK). Currently and advisor to GBfoods SA and Affinity Petcare SA, subsidiaries of Agrolimen SA.Agrolimen. 
    Marc Harrison4)
    Born 1964, American
    Member of the Supervisory Board since 2018; second term expires in 2026
    Former President and Chief Executive Officer of Intermountain Healthcare and former Chief of International Business Development for Cleveland Clinic and Chief Executive Officer of Cleveland Clinic Abu Dhabi. Currently Executive leading HealthCEO HATCo (Health Assurance Transformation Corporation) at General Catalyst.
    Peter Löscher1)4)
    Born 1957, Austrian
    Member of the Supervisory Board since 2020; first term expires in 2024
    Former President and CEO of Siemens AG, President of Global Human Health and Member of the Executive Board of Merck & Co., President and CEO of GE Healthcare Bio-Sciences and member of GE’s Corporate Executive Council, CEO and Delegate of the Board of Directors of Renova Management AG. Currently member of the Board of Directors of Telefónica S.A. and CaixaBank S.A. and Chairman of the Supervisory Board of Telefónica Deutschland Holding AG, Non-Executive Director of Thyssen-Bornemisza Group AG and Doha Venture Capital LLC and Senior Advisor at Bain Capital Private Equity. LLC.
    Indra Nooyi3)
    Born 1955, American
    Member of the Supervisory Board since 2021; first term expires in 2025

    Former CFO, andPresident, Chairman and CEO of PepsiCo. Currently member of the Board of Directors and Chair of the Audit Committee of Amazon, Inc. Member of the International Board of Advisors of Temasek, member of the Board of Trustees of the Memorial Sloan Kettering Hospital.Hospital, trustee of the national gallery of art.

    Sanjay Poonen1)
    Born 1969, American
    Member of the Supervisory Board since 2022; first term expires in 2026

    Former Chief Operating Officer at VMware and President at SAP. Currently CEO and President of Cohesity and member of the Board of Directors of Snyk.

    David Pyott2)4)
    Born 1953, British/American
    Chairman of the Quality & Regulatory Committee
    Member of the Supervisory Board since 2015; secondthird term expires in 20232025
    Former Chairman and Chief Executive Officer of Allergan, Inc. and former Lead Director of Avery Dennison Corporation. Currently member of the Board of Directors of Alnylam Pharmaceuticals Inc., BioMarin Pharmaceutical Inc. and Pliant Therapeutics. Deputy Chairman of the Governing Board of London Business School, member of the Board of Trustees and Executive Committee of the California Institute of Technology, Vice President of the Ophthalmology Foundation and President of the Advisory Board of the Foundation of the American Academy of Ophthalmology. 
    Paul Stoffels2)3) 
    Born 1962, Belgian
    Vice-Chairman and Secretary
    Chairman of the Remuneration Committee
    Member of the Supervisory Board since 2018; second term expires in 2026
    Former CEO of Virco, Chairman of Tibotec, worldwide Chair of Pharmaceuticals at Johnson & Johnson and Chief Scientific Officer & member of the Executive Committee at Johnson & Johnson. Currently CEO and Chairman of the Board of Directors of Galapagos NV.
    Herna Verhagen2)
    Born 1966, Dutch
    Member of the Supervisory Board since 2022; first term expires in 2026

    Currently CEO of PostNL, member of the Supervisory Board of ING Groep N.V., member of the Supervisory Board of Het Concertgebouw N.V., and member of the Advisory Board of Goldschmeding Foundation and member of the executive committee and general board of VNO/NCW (Confederation of Netherlands Industry and Employers).Foundation.

    For a current overview of the Supervisory Board members, see also https://www.philips.com/a-w/about/supervisory-board.html
    1)member of the Audit Committee2)member of the Remuneration Committee3)member of the Corporate Governance and Nomination & Selection Committee4)member of the Quality & Regulatory Committee

    11Supervisory Board report

    Letter from the Chairman of the Supervisory Board  


    Dear Stakeholder,

    20222023 was a challenging as well as an extremely challengingencouraging year for Philips, whichas the company started to deliver on its three-year plan to create value with sustainable impact. Improved operational performance was reflected indriven by a disappointing set of results.strong focus on execution to enhance patient safety and quality, strengthen supply chain reliability, and establish a simplified operating model. The company faced significant issues, includingsucceeded in achieving its raised 2023 outlook with strong sales growth, improved profitability, and strong cash flow. All despite the consequences ofuncertainties brought about by an increasingly volatile geopolitical environment. That said, order intake and the Philips Respironics recall, supply chain and inflationary pressures, the war in Ukraineincluding litigation and the COVID situation in China, which all contributed toinvestigation by the below-par business and financial performance. These developments had a significant impact on our shareholders and employees. In that context, we greatly appreciate the trust our customers show in us, as reflected in our order book.US Department of Justice (DOJ), remain key areas of attention.

    Mindful of the seriousness of the situation, theThe Supervisory Board isremains fully committed to supportingits responsibilities to supervise and advise management in leading the company out of its current difficulties and towards a future of progressive value creation with sustainable impact. As we explain in our Report, the Supervisory Boardwe spent many sessions in 20222023 engaging with the Board of Management and closely and actively reviewing key priority issues and actions to putbuild further momentum and keep Philips back on a value creation track for its stakeholders.

    In the course of the year, our succession planning – during which we extensively evaluated internal and external candidates – resulted in the appointment of Roy Jakobs as CEO of Philips. The Board recognizes the portfolio transformation of Philips over the last decade into a focused, global solutions leader in health technology, which needs further performance improvement on several aspects. Our Board is convinced that Roy is the right CEO to take Philips to the next level of performance, by driving execution of the strategic plan and the firm measures announced in the October and January releases. Our Board focus is fully aligned with the company’s priorities: driving quality, completing the recall, improving supply chain and business performance, and simplifying the organization. We continue to offer the leadership team our support wherever applicable.

    The Supervisory Board knows that addressing the Philips Respironics recall and strengtheningmain topics discussed were patient safety and quality, supply chain strengthening, the workforce reduction, the new operating model and strategy for future business growth, as well as the composition of the Board of Management and Supervisory Board, the remuneration of the Board of Management, and the succession slate/bench across the organization.

    Strengthening patient safety and quality across Philips is Philips’ first priority.the highest priority, and resolving the consequences of the Respironics recall for our patients and customers is a key focus area. We feel encouraged by the most recent update aroundprogress made on the recall, as the company completes remediation of the sleep devices and strives to finalize remediation of the ventilator devices. Philips is fully committed to complying with the terms of the consent decree agreed with the DOJ, representing the US Food and testing. We fully understand the impact this issue has hadDrug Administration (FDA), which primarily focuses on patients, clinicians, care givers, as well on regulators and investors. We are pleased to note that by year-end 2022, following the substantial ramp-up of capacity, Philips Respironics had completed around 90%in the US. The consent decree will provide Philips Respironics with a roadmap of defined actions, milestones, and deliverables to demonstrate compliance with regulatory requirements and to restore the production required forbusiness. In 2023, the deliverySupervisory Board spent time on further anchoring patient safety and quality in the organization, and it remains actively involved in the further outstanding steps which are expected to follow in respect of replacement devices to patients. We are also encouragedlitigation and the investigation by the complete set of test results for the first-generation DreamStation (DS1), which accounts for over two thirds of the sleep therapy devices subjectedDOJ. For more information, please refer to the recall.Quality & Regulatory and patient safety.

    The Supervisory BoardWe also discussed developments around the supply chain situation frequently and in depth in 2022 – both the external situation and the further improvements neededplanned internally to improve business and financial performance. The progress made in this area has been a strong driver of the company's increased growth.

    The Supervisory Board supportsendorses the simplification of Philips’ organizational structure, where the businessesBusinesses are leading, supported by the regionsRegions and global functions,Functions, with more focused KPIs. The workforce reductions announced in October 2022reduction of approximately 8,000 roles to date, out of the planned reduction of 10,000 roles by 2025, was an impactful and January 2023 were difficult, yet necessary, measuresmeasure as the company as drives a major step-up in productivity, including focusing its R&D activities on fewer, yet more impactful projects. The impact of this reduction became visible in the P&L in 2023. Philips will strive to implement thesethe remaining reductions with due respect for every employee affected and in line with all local rules and regulations.

    Changes

    We welcome the decision by Exor, the Netherlands-based diversified holding company, to become a long-term investor in Philips, supporting the compositioncompany’s strategy. Their purchase of a 15% shareholding underlines their confidence in Philips’ growth and value potential, and their trust in the leadership, and provides for Exor to nominate one member to our Supervisory Board

    AtBoard. We are pleased with the Annualavailability of Mr. Benoît Ribadeau-Dumas as Exor nominee, and we will propose his appointment at the upcoming 2024 General Meeting of Shareholders held in May 2022,Shareholders.

    We appreciate the support expressed by the shareholders for the current management and direction of Philips. The Supervisory Board was strengthened byhas every confidence in CEO Roy Jakobs and his leadership team, as they focus on implementing the addition of Herna Verhagenplan to create value with sustainable impact for our shareholders and Sanjay Poonen as new members. With her proven track record in driving a customer-first company culture and a background in e-commerce logistics, Herna Verhagen has brought valued and new perspectives to the Supervisory Board, while Sanjay Poonen’s extensive experience in enterprise IT and cloud-enabled business models has further strengthened the Supervisory Board’s digital competencies. I also wish to thank Neelam Dhawan, who stepped down at the end of the 2022 AGM, for her long-term counsel and support.all other stakeholders.

    Together with my fellow members of the Supervisory Board, members, I look forward to providing furthercontinued oversight of Philips as the company addresses the key priorities forcontinues its recoveryvalue creation trajectory and at the same time continues to deliverdelivers on its purpose of improving people’s health and well-being through meaningful innovation.

    Feike Sijbesma
    Chairman of the Supervisory Board

    Introduction Supervisory Board report

    The Supervisory Board supervises, advises and challenges the Board of Management in performing their management tasks as well as setting and executing the strategy of the Philips Group. AsThe members of the Supervisory Board we act in the interests of Royal Philips, its businesses and all its stakeholders. This report includes a more specific description of the Supervisory Board’s activities during the financial year 20222023 and other relevant information on its functioning.

    20222023 focus areas and activities of the Supervisory Board

    In 2022, Philips’ performance continued to be impacted byAgainst the Philips Respironics voluntary recall and operational and supply challenges, such a shortage of electronic components, longer shipping timelines, and disruptions at suppliers caused by the COVID-19 pandemic, which also affected Philips’ manufacturing sites in China. The company also faced other headwinds, such as inflationary pressure and the Russia-Ukraine war. These headwinds negatively impacted the conversion of the company’s strong order book into sales and the 2022 margin. Furthermore, performance continued to be negatively impacted by the consequences of the Philips Respironics voluntary recall notificationbackground set forth in the Sleep & Respiratory Care business in June 2021.

    Against this background,Chairman’s letter above, the Supervisory Board was regularly updated by management on the company’s performance and outlook, and theoutlook. The Supervisory Board engaged in discussions with management on improving performance among othersand increasing productivity and agility, by addressing the enhancement of patient safety and accelerating ourthe focus on quality, resilience and quality ofstrengthening the supply chain operationsreliability and simplifyingestablishing a simplified operating model at Philips. Progress, as well as the ways of working at Philips to improve performance and increase productivity and agility. Near termnear-term and longer-term actions to strengthen the supply chain resilience, as proposed by management,on those three priorities were reviewed and monitored by the Supervisory Board. 

    In this context, the Supervisory Board and management also discussed the external environment in which the company operates, and the impact that the macro-economic outlook has on its performance. 

    In 2022,2023, the Supervisory Board devoted considerable time to the Philips Respironics voluntary recall, as a recurring agenda item for each of its (regular) meetings. The Supervisory Board discussed and trackedwas kept apprised of the progress made with the repair and replacement program, as well asand in particular discussed and tracked the comprehensive test and research approachprogram for the affected CPAP, BiPAP and mechanical ventilator devices affected.devices. Putting the interest of patients first, the Supervisory Board askedchallenged management to keepremain focused on keeping patients regularly updated on the status of the repair or replacement of their devices and to accelerate the repair and replacement program where possible, despite operational and supply challenges.

    The Supervisory Board was also regularly updated on other aspects of the recall, such asrecall. This includes, amongst other things, the negotiations and preliminary approval of the economic loss class settlement, the ongoing engagements with the US Food and Drug Administration (FDA)FDA and other competent authorities globally, and the discussions with the US Department of Justice (DOJ),DOJ, acting on behalf of the FDA, regarding thea proposed consent decree, as well asdecree. It also includes the criminal and civil investigation opened by the DOJ'sDOJ’s Consumer Protection Branch and Civil Fraud Section, and the US Attorney’s Office for the Eastern District of Pennsylvania to which Philips Respironics is subject and the ongoing class-action lawsuits and individual personal injury claims in which Philips Respironics is a defendant.and other entities are defendants. The Supervisory Board specifically engaged with management on the potential impact of the consent decree as well as the litigation and investigations on the Philips Respironics business, both in North America and the rest of the world, and reviewed its plans to keep on serving patients with affected devices until market re-entry.

    Recognizing the importance of patient safety and quality of products and solutions sold by the Philips Group generally, significant time was spent in 20222023 on reviewing and tracking progress of the company-wide program launched in 2021 (‘Accelerating Patient Safety and Quality’)Quality to improve and foster a culture, behaviors and a mindset that puts quality and patient safety first. In the context of this program, the Supervisory Board also discussed the process framework for product design and production controls in the company.

    The Supervisory Board carefully considered the CEO succession planning and ran an extensive selection and evaluation process, supported by an external executive search firm, during which various scenarios were considered to ensure the best outcome. Following the completion of this process in which both internal and external candidates were considered and evaluated, the Supervisory Board unanimously concluded that Mr Roy Jakobs was the best candidate. The Supervisory Board subsequently nominated Mr Jakobs as the new CEO/President of the company effective October 15, 2022, to allow for him to take full ownership of theAs presented on January 30, 2023, budget and business plan. The Supervisory Board is very pleased that Philips' shareholders appointed Mr Jakobs at the Extraordinary General Meeting of Shareholders (with 99.77% of our shareholders voting favor) held on September 30, 2022. Since the appointment of Mr Jakobs, the Supervisory Board has been working closely with him on his key priorities to further improve and strengthen Philips’ performance as a leading health technology company, which priorities include: (i) further deepening the patient safety and quality capability across the company, which includes the completion of the Philips Respironics voluntary recall; (ii) leading the Philips Group to resume its profitable growth trajectory by addressing current headwinds, including strengthening the supply chain resilience as noted above; and (iii) simplification of the organization to improve performance and productivity.

    Following Mr Jakobs' appointment, the Supervisory Board and the Board of Management together with the Executive Committee interacted on the company’s overall strategy to extend its leadership as a health technology company and its plan to create value with sustainable impact towards 2025 and beyond, based on focused organic growth and scalable innovation with improved execution as the key value driver, as presented on January 30, 2023.driver. This plan is designed to restore Philips' value creation based upon sales growth and improvement of profitability includingand cash generation by strong focus on execution. It includes, amongst other things, the strategic plans and priorities of each of the segments Diagnosis & Treatment, Connected CareSegments and Personal Health.Regions and at Enterprise level. The Supervisory Board engaged in multiple deep dive sessions on the strategy. These interactions led to more detailed strategy plans that were reviewed and signed-off by the Supervisory Board. Each strategic plan is supplemented with milestones and an execution plan to achieve the company’s ambition and productivity initiatives,ambitions. Specific attention was given to the role of China in the strategy moving forward given the dynamics of the China market.

    Our oversight over the company’s overall strategy also included the restructuring and other actions designed to improve its supplythe operations and performance, as well as its plans to invest in quality, to simplify ways of working, to remove organizational complexity by putting businesses with single accountability in the lead enabled by strong regionsRegions and lean functions,Functions, and to reduce operatingoperational expenses as publicly announced by management on October 24, 2022 and January 30, 2023. Furthermore, the number of key performance indicators that is used to track the company’s performance will be significantly reduced. In this context, the Supervisory Board is also pleasedin close alignment with the strengthening ofrespective works councils and unions and with respect for the Executive Committee with the appointments of Steve C. de Bacaimpacted employees and Jeff DiLullo as members of the Executive Committee, in their roles as Chief Patient Safety & Quality Officer and Chief Market Leader of Philips North America respectively. This includes the immediate reduction of around 4,000 roles globally across the organization announced on October 24, 2022 and the further reduction of the company’s workforce by around 6,000 roles globally by 2025 announced on January 30, 2023.colleagues.

    The overview below indicates other key matters that were reviewed and/or discussed during one or more meetings in the course of 2022:2023:

    The Supervisory Board also conducted 'deep dives'four dedicated dialogues on Philips' positioning in the market and versus its competitors. Subsequently, the Supervisory Board ’deep dived’ into the overall Philips strategy and the strategy and performance of:

    The Supervisory Board also reviewed Philips’ annual and interim financial statements, including information related to ESG, prior to publication.

    Supervisory Board meetings and attendance

    In 2022,2023, the members of the Supervisory Board convened for seven regular meetings and four extraordinary meetings. Moreover, the Supervisory Board members collectively and individually interacted with members of the Board of Management, with members of the Executive Committee and with senior management outside the formal Supervisory Board meetings. The Chairman of the Supervisory Board and the CEO met regularly forfrequently had bilateral discussions about the company’s progress on a variety of matters. Herna Verhagen and Sanjay Poonen were appointed to the Supervisory Board with effect from May 10, 2022. They followed an induction program and interacted with the members of the Board of Management and various Executive Committee members for deep dives on strategy, finance and investor relations, governance and legal affairs.

    The Supervisory Board meetings were well attended in 2022.2023. All Supervisory Board members were present during the Supervisory Board meetings in 2022.2023. The committees of the Supervisory Board also convened regularly (see the separate reports of the committees below) and the committees reported back on their activities to the full Supervisory Board. In addition, to the formal meetings of theSupervisory Board and its committees, the Board and Committee membersCommittees held private meetings. The members of the Supervisory Board concluded that they devoted sufficient time to engage (proactively if the circumstances so required) in their supervisory responsibilities.

    In May 2022, someMarch 2023, a Supervisory Board member visited the European Congress of Radiology in Vienna, Austria. In June 2023, the Supervisory Board members visited Philips’ Personal HealthImage Guided Therapy-Devices site in Drachten, the Netherlands and some Supervisory Board members participated in an innovation tour at the Philips site at the High Tech Campus in Eindhoven.Plymouth, Minnesota, USA. In the course of 2022,2023, various Supervisory Board members visited Philips’ Diagnosis & Treatment manufacturing site in Best, the Netherlands, including a visit to the Customer Experience Center. Furthermore, in June 2022, the Supervisory Board visited the headquarters of Philips North America in Cambridge, Massachusetts, US, where the North American Research & Development Center of the company is based and met with several key members of the North American management team.Netherlands.

    Supervisory Board: composition, diversity and self-evaluation 

    The Supervisory Board is a separate corporate body that is independent of the Board of Management and the company. Its independent character is also reflected in the requirement that members of the Supervisory Board can be neither a member of the Board of Management nor an employee of the company. The Supervisory Board considers all its members (i.e. 100%) to be independent under the Dutch Corporate Governance Code. Furthermore, the members of its Audit Committee are independent under the rules of the US Securities and Exchange Commission, applicable to the Audit Committee. 

    The Supervisory Board currently consists of 10 members. In 2022, there were a number of changes to the composition of the Supervisory Board, all effectiveEffective as per (the end of) the 20222023 Annual General Meeting of Shareholders. Herna Verhagen and Sanjay Poonen were each appointed to the Supervisory BoardShareholders, David Pyott was re-appointed for a term of four years. Paul Stoffelstwo years and Marc Harrison were eachLiz Doherty was re-appointed for a term of four years. The termagenda for the upcoming 2024 Annual General Meeting of Shareholders will include proposals to re-appoint Feike Sijbesma and Peter Löscher as members of the Supervisory Board. The agenda will also include the proposal to appoint Benoît Ribadeau-Dumas as new member of the Supervisory Board, who will be nominated pursuant to the commitment of Exor N.V. to be a long-term minority investor in Philips and its right to propose one member to the Supervisory Board. We are very pleased with the availability of Mr. Benoît Ribadeau-Dumas and welcome him as new member of our Board (subject to his appointment of Neelam Dhawan expired. at the 2024 AGM).

    The Supervisory Board attaches great value to diversity in its composition and has adopted a Diversity Policy for the Supervisory Board, Board of Management and Executive Committee. For more information on the Diversity Policy, please refer to Report of the Corporate Governance and Nomination & Selection Committee. The Supervisory Board spent time in 20222023 considering its composition, as well as the composition of the Executive Committee (including the Board of Management), taking into account the criteria set forth in the Diversity Policy.

    The composition of the Supervisory Board furthermore follows its profile (which was updated in early 2023), as included in the Rules of Procedure of the Supervisory Board. The profile which aims for an appropriate combination of knowledge and experience among the members of the Supervisory Board, encompassing general management, international business, environmental, social and governance (ESG) and sustainability, (consumer) health and medical technology, quality and regulatory, finance and accounting, human resources, manufacturing and supply chain, information technology and digital, marketing, and governmental and public affairs, all in relation to the global character of Philips’ businesses. The Supervisory Board also aims for having members with different nationalities and (cultural) backgrounds, working experiences or otherwise diverse qualities, as well as one or more members with an executive or similar position in business or society no more than five years ago. The composition of the Supervisory Board shall furthermore be in accordance with the Dutch Corporate Governance Code best practice provisions on independence, and each member of the Supervisory Board shall be capable of assessing the broad outline of the overall policy of the company. The size of the Supervisory Board may vary as it considers appropriate to support its profile. 

    Effective 2022,Any (re-)appointments of members of the Supervisory Board must meet the gender quota, in accordance with Dutch law, requiring that at least one-third of the supervisory board members are women and at least one-third are men. (For calculation purposes, a total number of board members that cannot be divided by three, must be rounded up to the next number that can be divided by three.) Currently, the statutory quota is met, as out of ten Supervisory Board members, four members are female and six members are male.

    In 2022,2023, each member of the Supervisory Board completed a questionnaire to verify compliance with the applicable corporate governance rules and the Rules of Procedure of the Supervisory Board. The outcome of this survey was satisfactory. 

    An independent external party facilitated the 20222023 self-evaluation process for the Supervisory Board and its committees. This included drafting and submitting relevant questionnaires, interviewing members of the Supervisory Board and aggregating and reporting on the results. The members of the Board of Management also provided their input. The questionnaires covered various topics such as the composition, size, skills and experience, geographical coverage and diversity of the Supervisory Board, stakeholder oversight, strategic oversight, the management, dynamics and focus of the meetings of the Supervisory Board, the effectiveness of the Supervisory Board’s oversight of various aspects of the company’ssuch as strategy, business performance, risk management, succession planning and people, oversight, the CEO succession process, theand engagement with management andmanagement. All members of the Supervisory Board were invited to share recommendations to improve the Supervisory Board’s functioning and ways of working going forward. Furthermore, the performance of the Chairman, the other Supervisory Board members individually, and of the Supervisory Board’s committees was evaluated separately.

    The reports on the results of the evaluation were discussed in a meeting of the Supervisory Board. The results of the evaluationself-evaluation indicated that the Supervisory Board continues to beis a well-functioning team as also demonstrated during the expedited CEO succession process in 2022. The results demonstrated that the Supervisory Board is of appropriate size andthat benefits from different expertise, diversity, and international geographical representation. SuggestionsThe meetings and meeting dynamics were rated positively with good interactions, discussions and feedback and a strong relationship with management, and suggestions were made to further strengthenimprove meeting efficiency. Board members also noted the importance of being challenged constructively and of the need to maintain a collective understanding of priorities and options for any relevant matters. The composition of the Supervisory Board and its succession plan is considered adequate. Already anticipating the expiry of the third term of appointment of Mr. Pyott in 2025, the Supervisory Board is tasked with identifying a candidate with equivalent MedTech expertise. In addition, attracting candidates with expertise in artificial intelligence will be part of the Supervisory Board’s succession planning. Supervisory Board members further noted the potential benefit from getting external views from various stakeholders, such as Exor, regulators, suppliers, employees, patients, and investors, to enhance its oversight and decision-making. Finally, the Supervisory Board members confirmed a number of current focus areas, such as Patient Safety and Quality, senior executive succession planning, strategy execution and value creation. Early 2024, the Chairman of the Supervisory Board had several meetings with individual members of the Supervisory Board to discuss ways to further enhance the functioning of the Supervisory Board and its Committeesindividual members going forward. The Supervisory Board stresses the importance of going deep in some important matters, in which the Committees play a key role too. This is in full alignment with the current focus of management on patient safety and quality, supply chain reliability and performance and simplification of the organization, with the aim to enhance organic growth and people and patient centric innovation. Early 2023, the Chairman of the Supervisory Board also discussed the results of the self-evaluation with each of the individual members of the Supervisory Board; the Chairman also discussed the evaluation of his own functioning with the Vice -Chairman.

    Key topics that the Supervisory Board and its Committees will focus on in 2023 include tracking progress on certain aspects of the Philips Respironics voluntary recall notification (including but not limited to the repair and replace program and the testing program), the internal Accelerating Patient Safety and Quality program launched in 2021, with respect to improving the resilience of the supply chain and the company’s performance and cash flow generation. Furthermore, in 2023, the Supervisory Board will focus on the company’s liquidity position and financial headroom and prepare updates to the remuneration policies for the Supervisory Board and the Board of Management that will be submitted to the 2024 Annual General Meeting of Shareholders, and track the progress made with the simplification of the company’s operating model with the aim of reducing complexity and clarifying accountabilities and tracking the reduction of roles as announced by the company on October 24, 2022 and January 30, 2023 respectively. 

    The periodic use of an external facilitator to measure the functioning of the Supervisory Board will continue to be considered in the future.Vice-Chairman.

    Supervisory Board composition

    Feike Sijbesma Paul StoffelsChua Sock KoongLiz DohertyMarc HarrisonPeter LöscherIndra NooyiSanjay Poonen1) David PyottHerna Verhagen1)Feike
    Sijbesma 
    Paul
    Stoffels
    Chua
    Sock Koong
    Liz
    Doherty
    Marc
    Harrison
    Peter
    Löscher
    Indra
    Nooyi
    Sanjay
    Poonen
     
    David
    Pyott
    Herna
    Verhagen
    Year of birth195919621957196419571955196919531966195919621957196419571955196919531966
    GenderMaleMaleFemaleMaleMaleFemaleMaleMaleFemaleMaleFemaleMaleFemaleMaleFemale
    NationalityDutchBelgianSingaporeanBritish/IrishAmericanAustrianAmericanAmericanBritish/AmericanDutchDutchBelgianSingaporeanBritish/IrishAmericanAustrianAmericanBritish/AmericanDutch
    Initial appointment date20202018202120192018202020212022201520222020201820212019201820202021202220152022
    Date of (last) (re-)appointmentn/a2022n/a2022n/an/an/a2019n/an/a2022n/a20232022n/a2023n/a
    End of current term20242026202520232026202420252026202320262024202620252027202620242025202620252026
    Independentyesyesyesyesyesyesyesyesyesyes
    Committee memberships2)RC & CGNSCRC & CGNSCACQRCAC & QRCCGNSCAC3)RC & QRCRC4)
    Committee memberships1)RC & CGNSCRC & CGNSCACQRCAC & QRCCGNSCACRC & QRCRC
    Attendance at Supervisory Board meetings(11/11)(11/11)(11/11)(11/11)(11/11)(11/11)(8/8)(11/11)(8/8)(11/11)(9/11)(11/11)(10/11)(11/11)(10/11)(11/11)
    Attendance at committee meetingsRC (7/7) CGNS (9/9)RC (7/7) CGNSC (9/9)AC (7/7)QRC (6/6)AC (7/7) QRC (6/6)CGNSC (8/9)AC (4/4)RC (7/7) QRC (6/6)RC (5/5)RC (8/8)
    CGNSC (6/6)
    AC (6/6)QRC (4/4)AC (6/6)
    QRC (4/4)
    CGNSC (6/6)AC (6/6)RC (7/8)
    QRC (4/4)
    RC (8/8)
    General managementyesyesyesyesyesyesyesyesyesyes
    International businessyesyesyesyesyesyesyesyesyesyes
    ESG & sustainabilityyes   yesyes  yesyes yes yes
    (Consumer) health and medical technologyyesyes yesyesyes  yes yes yes yes 
    Patient safety, quality & regulatory and product development yes yesyes  yes 
    Patient safety, quality & regulatory and product development yes yes yes 
    Finance and accountingyesyesyesyesyesyesyesyesyesyes
    Human Resourcesyesyesyes yesyesyesyesyesyesyes yes
    Manufacturing and supply chainyesyes yes yesyes   yes yes yes 
    Information technology and digitalyesyesyesyesyesyesyes yesyes yes
    Marketingyesyes  yesyesyesyesyesyes yes
    Governmental and public affairsyesyesyesyesyesyes  yesyes yes
    1)1Appointed as member of the Supervisory Board with effect from May 10, 2022)2)CGNSC: Corporate Governance & Nomination and Selection Committee; AC: Audit Committee; RC: Remuneration Committee; QRC: Quality & Regulatory Committee3)Sanjay Poonen joined the Audit Committee in the course of 20224)Herna Verhagen joined the Remuneration Committee in the course of 2022

    Supervisory Board committees

    While retaining overall responsibility, the Supervisory Board has assigned certain of its tasks to the three long-standing committees, also referred to in the Dutch Corporate Governance Code: the Corporate Governance and Nomination & Selection Committee, the Remuneration Committee and the Audit Committee. In 2015, the Supervisory Board also established the Quality & Regulatory Committee. The separate reports of these committees are part of this Supervisory Board report and are published below.

    The function of all of the Supervisory Board’s committees is to prepare the decision-making of the full Supervisory Board, and the committees currently have no independent or assigned powers. The full Supervisory Board retains overall responsibility for the activities of its committees.

    Financial statements 20222023

    The financial statements of the company for 2022,2023, as presented by the Board of Management, have been audited by Ernst & Young Accountants LLP, the independent external auditor appointed by the General Meeting of Shareholders. We have approved these financial statements, and all individual members of the Supervisory Board have signed these documents (as did the members of the Board of Management).

    We recommend to shareholders that they adopt the 2022 financial statements. We likewise recommend to shareholders that they adopt the proposal of the Board of Management to make a distribution of declare a dividend of EUR 0.85 per common share, against retained earnings, and to distribute such dividend in shares.

    Finally, we would like to express our thanks to the members of the Board of Management, the Executive Committee and all other employees for their continued contribution throughout 2022.

    February 21, 20232023.

    The Supervisory Board

    Feike Sijbesma
    Paul Stoffels
    Chua Sock Koong
    Liz Doherty
    Marc Harrison
    Peter Löscher
    Indra Nooyi
    Sanjay Poonen
    David Pyott
    Herna Verhagen

    Further information

    To gain a better understanding of the responsibilities of the Supervisory Board and the internal regulations and procedures governing its functioning and that of its committees, please refer to Corporate governance and to the following documents published on the company’s website:

    11.1Report of the Corporate Governance and Nomination & Selection Committee

    The Corporate Governance and Nomination & Selection Committee is chaired by Feike Sijbesma. Its other members are Paul Stoffels and Indra Nooyi. The Committee is responsible for the review of the overall corporate governance, the selection criteria and appointment procedures for the Board of Management, the Executive Committee, certain other key management positions, as well as the Supervisory Board.

    In 2022,2023, the Corporate Governance and Nomination & Selection Committee held ninesix meetings and all Committee members attended these meetings, with the exception of one member unable to attend the meeting in August 2022. Furthermore, the Committee had numerous additional special meetings in 2022, in particular on the topic of the CEO succession process, which were attended by all Committee members.meetings.

    The Committee devoted time to the appointment or reappointment of candidates to fill current and future vacancies on the Supervisory Board. Following those consultations, it prepared decisions and advised the Supervisory Board, on candidates for appointment. Thiswhich resulted in the appointmentre-appointments of Herna VerhagenDavid Pyott and Sanjay PoonenLiz Doherty as members of the Supervisory Board at the 20222023 Annual General Meeting of Shareholders. This also resulted in the proposals to re-appoint Feike Sijbesma and Peter Löscher as members of the Supervisory Board, and to appoint Exor nominee Benoît Ribadeau-Dumas as new member of the Supervisory Board at the upcoming 2024 Annual General Meeting of Shareholders.

    Under its responsibility for the selection criteria and appointment procedures for Philips’ senior management, the Committee reviewed the functioning of the Board of Management and its individual members, the Executive Committee succession plans and emergency candidates for key roles in the company. The review and evaluation consists of periodical performance review meetings with the individual members of the Board of Management and the Executive Committee, and evaluation of the results of these meetings by the Committee. The main findings and conclusions from these reviews were also shared with the Supervisory Board and the Remuneration Committee, and were taken into account in the performance evaluation of the Board of Management and Executive Committee members and the selection of succession candidates. Reference is made to 20222023 Annual Incentive, setting out the performance review of the Board of Management and the Executive Committee members by the Remuneration Committee.

    In 2022, the Committee devoted ample time to the selection and appointment of the new CEO/President of the company as discussed above in the report of the Supervisory Board. This resulted in the appointment of Mr Roy Jakobs as President/CEO and member of the Board of Management at the Extraordinary General Meeting of Shareholders on September 30, 2022. Furthermore, theThe Committee devoted time in 20222023 to the selection and/or appointment of candidates to fill other current and future vacancies on the Board of Management and the Executive Committee. This resulted in:in the appointmentre-appointment, at the 2023 Annual General Meeting of Willem AppeloShareholders, of Abhijit Bhattacharya for a two-year’s term to his tenure as CFO that started in 2015, thereby ensuring continuity and enabling a membersmooth succession process in parallel. The Committee’s work furthermore resulted in appointments of four new members of the Executive Committee in his role as Chief Operations Officer (succeeding Sophie Bechu who stepped down from the Executive Committee), effective September 2022; the appointment ofCommittee: Steve C. de Baca as a member of the Executive Committee in his roleand Jeff DiLullo were appointed, effective February 6, 2023, as Chief Patient Safety & Quality Officer effective February 6, 2023; and the appointment of Jeff DiLullo as a member of the Executive Committee in his role as Chief Market Leader of Philips North America, (succeeding Vitor Rocha who leftrespectively. Furthermore, Julia Strandberg was appointed as the company), alsoChief Business Leader of the Connected Care segment, effective February 6,April 24, 2023, and Heidi Sichien was appointed as Chief People Officer, effective August 1, 2023. As announced on December 8, 2022, Kees Wesdorp leftPhilips expects to announce a new leader for its Precision Diagnosis business in 2024, which business is currently under the company on January 1, 2023, withtemporarily extended leadership of Bert van Meurs (Chief Business Leader for the Image Guided Therapy businesses) temporarily expanding his role to include the leadership of the Precision Diagnosis businesses.business).

    With respect to corporate governance matters, the Committee discussed relevant developments and legislative changes, includingaround the revised Dutch Corporate Governance Code, relevant legislation under consideration in the Netherlands and the regulatory regimes around disclosure requirements related to ESG. Finally, the Committee reviewed the Charter of the Corporate Governance and Nomination and Selection Committee and concluded it remains appropriate.

    With respect to the productivity initiatives and other actions to improve the company’s performance (including the unfortunate but necessary reduction of roles), the Committee was updated by management on the impact on employees and the phased deployment approach and reviewed the simplification of the organization. 

    Diversity

    The Diversity Policy for the Supervisory Board, Board of Management and Executive Committee was adopted in 2017 and revised in early 2023, and is published on the company website. The Committee periodically assesses the Diversity Policy and the size and composition of the Supervisory Board and makes recommendations, if relevant, relating to the profile for the Supervisory Board.

    The criteria in the Diversity Policy aim to ensure that the Supervisory Board, the Board of Management and the Executive Committee have a sufficient diversity of views and the expertise needed for a good understanding of current affairs and longer-term risks and opportunities related to the company’s business. The nature and complexity of the company’s business is taken into account when assessing optimal diversity, as well as the social and environmental context in which the company operates.

    Pursuant to the Diversity Policy, the selection of candidates for appointment to the Supervisory Board, Board of Management and Executive Committee is based on merit. With due regard to the criteria set forth in the Diversity Policy, the company shall seek to fill vacancies by considering candidates that represent a diversity of (among others) ages, gender, identities and educational and professional backgrounds. Please refer to the Supervisory Board report for more information on the diversity of the Supervisory Board. 

    The Diversity Policy includes the Supervisory Board’s aim that the Board of Management and the Executive Committee comprise members with different nationalities and (cultural) backgrounds, working experiences or otherwise diverse qualities. Effective 2022, Dutch law requires listed companies to set appropriate and ambitious gender diversity targets for the Board of Management and for a management level of a seniority to be determined by the company. To this end, the Diversity Policy includes the Supervisory Board’s aim that at least one-third of the members of each of the Board of Management and the Executive Committee are women and at least one-third are men. For more information, please refer to Diversity, Inclusion & Diversityand Well-Being.

    11.2Report of the Remuneration Committee


    11.2.1Letter from the Remuneration Committee Chair

    Dear Stakeholder,

    On behalf of the Remuneration Committee, I am pleased to report on the Committee’s activities in 20222023 and to present the 20222023 Remuneration Report, on behalfproviding a comprehensive overview of the remuneration paid and owed to the individual members of the Board of Management and the Supervisory Board.Board, respectively, in the financial year 2023.

    Company performance in 2023 and incentive plan realization

    2023 was a challenging as well as an encouraging year for Philips, as the company started to deliver on its three-year plan to create value with sustainable impact. Improved operational performance was driven by a strong focus on execution to enhance patient safety and quality, strengthen supply chain reliability, and establish a simplified operating model. The company succeeded in achieving its raised 2023 outlook with strong sales growth, improved profitability, and strong cash flow. All despite the uncertainties brought about by an increasingly volatile geopolitical environment. That said, order intake and the Respironics recall, including litigation and the investigation by the US Department of Justice, remain key areas of attention. Please refer to Financial performance and Environmental, Social and Governance of our 2023 Annual Report for a detailed review of the company’s financial performance and its ESG performance in the year 2023.

    TheFor the awards granted under our Long-Term Incentive Plan in 2021, the company performance resulted in a realization significantly above target for the sustainability objectives. For the relative TSR and adjusted EPS metrics in our Long-Term Incentive Plan, however, there was a below-threshold realization based on the performance since the start of the performance period in 2021. In respect of the financial metrics 2023 Annual Incentive, performance was also significantly above target. Nevertheless, to acknowledge the decrease in order intake in 2023, the Supervisory Board decided (upon the proposal of the Remuneration Committee) to lower the Annual Incentive payout. Please refer to our 2023 Remuneration Report for more details.

    Other remuneration matters prepared by the Remuneration Committee has been very mindful of

    Considering the fact that during2022 had been a disappointing year for Philips, the Annual General Meeting of Shareholders (AGM) held in 2022, a majority ofSupervisory Board followed the advisory votes were cast against the 2021 Remuneration Report. We have taken this negative advisory vote very seriously and that is why we reached out to the company’s shareholders immediately after the 2022 AGM, and further engaged with our shareholders in the second half of 2022. I, as the Chairmanproposal of the Remuneration Committee together with Investor Relations, held discussions with thirteen of our larger shareholders (in aggregate representing approximately 45% of the issued share capital) and with three of the most representative institutional advisory organizations.

    Feedback received from our shareholders

    Most of our shareholders understand that under certain circumstances the Supervisory Board should be able to adjust the Annual Incentive (AI) and Long-Term Incentive (LTI) payouts, but they did express their specific concern regarding the adjustments madenot apply any base salary increases for the members of the Board of Management over 2021 alsoduring the 2023 compensation review in viewApril 2023.

    During the Annual General Meeting of the impact the year had onShareholders held in May 2023, our shareholders. Our shareholders, however, did understand the discretionary adjustments made for the wider employee workforce, particularlyChief Financial Officer Abhijit Bhattacharya was re-appointed, adding a two-year’s term to address retention risks. Furthermore, they requested us to be more transparenthis tenure as CFO that started in the way we disclose our individual performance realization, especially given the above-target realization over 2021 for the CEO. Finally, they requested us to be transparent about the way the 2021 adjustments would be reflected2015, thereby ensuring continuity and enabling a smooth succession process in theparallel. The company performance targets set for the 2022 AI.

    How have we addressed this feedback

    Naturally the AI and LTI pay-outMr Bhattacharya entered into a new service agreement that was impactedprepared by the low company performance. As explained in our 2021 Remuneration ReportCommittee and during our engagements ahead of the 2022 AGM we have applied the adjustments in the best interest of the company and employees to address retention risks in view of the challenging circumstances our people had and still have to work in. However, in discussions with our shareholders after the 2022 AGM, we concluded that in making adjustments for the members of the Board of Management, a stronger alignment with the interest of our shareholders should be applied. Therefore, the Supervisory Board reconsideredpublished on the company’s long standing practice, and decided to no longer automatically apply a uniform AI and LTI adjustment methodologywebsite.

    Proposed 2024 Remuneration Policies for the entire company and effectively de-couple the remuneration approaches for the members of the Board of Management and for the broader workforce.

    Supervisory Board

    We still haveStarting in May 2023, the opinion that it is good to haveRemuneration Committee carried out a strong alignment in remuneration between membersreview of the Board of ManagementRemuneration Policy and our broader workforce, but we realize that in certain circumstances addressing the retention risks of our own people can result in a disalignment between the remuneration of the members ofLong-Term Incentive Plan for the Board of Management, and the interestRemuneration Policy for the Supervisory Board. Dutch law requires the renewal of our policies at least every four years, and we also considered this a good opportunity to test the shareholders. Therefore we have adjustedalignment of our approach.

    A decision we have taken – already priorpolicies with our company’s strategy, to the 2022 AGM –review how they compare to increase clarity on potential adjustmentsmarket practice and reward for performance, is to set targets going forward, startingensure our compliance with the 2022 AI basedupdated regulatory and corporate governance requirements. Building on our adjusted EBITA*) metric reported externallystakeholder engagements during the past years, we engaged with stakeholders through a dedicated remuneration roadshow and as such apply a well-definedother interactions to solicit their feedback on, and disclosed set of adjustments (please refer to Reconciliation of non-IFRS information for an exact definition of the performance metric).

    In the context of our company’s performance in 2022 and to align with the shareholder experience, the Supervisory Board and Board of Management have jointly concluded that it was appropriate to waive any 2022 AI pay-out and any vesting of the 2020 LTI grant of the current members of the Board of Management. Specifically, this means that an amount of EUR 236,957 of the AI and an amount of EUR 188,994 of the LTI was waived.

    For transparency purposes, we provided an enhanced disclosure of the individual performance realization. While there would have been a payout based on the individual performance realization, there was no AI payoutsupport for the financial performance criteria becauseproposals. This process resulted in the realized performance is below the respective thresholds. For the avoidance of doubt we confirm that the financial targets that were setproposals to adopt an amended Remuneration Policy for 2022 took into account the adjustments made in relation to the 2021 remuneration in a way that the members of the Board of Management would not benefit twiceand an amended Remuneration Policy for the Supervisory Board, respectively, that will be submitted for adoption at the upcoming Annual General Meeting of Shareholders to be held on May 7, 2024. Upon convocation of the 2024 AGM (in March 2024), the proposals will be published on our website and the main changes following from these adjustments.

    Other feedback received during these (and future) shareholder engagements will also be taken into account when preparing for a renewal of our shareholders’ mandate on our remuneration policies (to be voted on during our 2024 AGM). As I have mentioned in my letter last year, it is our purpose at Philipsproposals, compared to improve people’s health and well-being through meaningful innovation. As a Remuneration Committee we want to assure that our remuneration policy supports this purpose.

    CEO remuneration

    Per October 15, 2022, Roy Jakobs was appointed as CEOeach of the company. The annual base compensation of Mr Jakobs was set at EUR 1,200,000, belowcurrent 2020 Remuneration Policies, as well as other relevant information will be explained in the base salary of his predecessor, and in line with Philips’ remuneration policy, but just belowexplanatory notes to the median of our Quantum Peer Group. Upon his appointment, Mr Jakobs received performance shares with a grant value of EUR 314,137, which equals his 2022 CEO LTI grant value pro-ratedrelevant agenda items. Please note that, subject to their adoption, the 2024 Remuneration Policies will have retrospective effect for the timefull year 2024, and for that reason our 2023 Remuneration Report includes certain ex-ante disclosures in role in 2022. The 2022 LTI grant that Mr Jakobs received as partrespect of the remuneration, in his previous role, was likewise pro-ratedperformance metrics for the time in role2024 Annual Incentive and until he took over the role as CEO. Our 2022 Remuneration Report also includes a description of the remuneration (to be) received by the former CEO after his succession under his services agreement terminating on April 30, 2023. All payments are in line with contractual obligations.2024 Long-Term Incentive.

    The composition of the Remuneration Committee and its activities

    The Remuneration Committee is chaired by Paul Stoffels. Its other members are David Pyott, Herna Verhagen and Feike Sijbesma. The Committee is responsible for preparing decisions of the Supervisory Board on the remuneration of individual members of the Board of Management and the Executive Committee, as well as the policies governing this remuneration. In performing its duties and responsibilities, the Remuneration Committee is assisted by an external consultant and an in-house remuneration expert. For a full overview of the responsibilities of the Committee, please refer to the Charter of the Remuneration Committee, as set forth in Chapter 3 of the Rules of Procedure of the Supervisory Board (which are published on the company’s website). Our annual Remuneration Committee cycle enables us to have an effective decision-making process supporting the determination, review and implementation of the Remuneration Policy. The Committee met seveneight times in 2022.2023. All Committee members were present during these meetings.

    I look forward to presenting thisour 2023 Remuneration report and our proposals for the renewed 2024 Remuneration Policies at our annualupcoming Annual General Meeting of Shareholders.

    On behalf of the Remuneration Committee,

    Paul Stoffels
    Chairman of the Remuneration Committee

    *)Non-IFRS financial measure. For the definition and reconciliation of the most directly comparable IFRS measure, refer to Reconciliation of non-IFRS information.

    11.2.2Remuneration report 20222023

    In this Remuneration Report, the Supervisory Board provides a comprehensive overview, in accordance with article 2:135b of the Dutch Civil Code, of the remuneration paid and owed to the individual members of the Board of Management and the Supervisory Board, respectively, in the financial year 2022.2023. The report will also be published as a stand-alone document on the company’s website after the 20232024 Annual General Meeting of Shareholders, the agenda of which will include an advisory vote on this Remuneration Report.

    Board of Management

    Summary of 2020 Remuneration Policy

    The Remuneration Policy and Long-Term Incentive Plan for the Board of Management have been adopted and approved, respectively, by the Annual General Meeting of Shareholders 2020, which took place on April 30, 2020.

    The objectives of the Remuneration Policy for the Board of Management are: to focus them on delivering on our purpose and strategy, to motivate and retain them, and to create stakeholder value.

    Thus, the Remuneration Policy:

    Main elements of the Remuneration Policy

    Compensation element

    Purpose and link to strategy

    Operation

    Policy Level

    Total Direct Compensation

    To support the Remuneration Policy’s objectives, the Total Direct Compensation includes a significant variable part in the form of an Annual Incentive (cash bonus) and Long-Term Incentive in the form of performance shares. As a result, a significant proportion of pay is ‘at risk’.

    The Supervisory Board ensures that a competitive remuneration package for Board-level executive talent is maintained and benchmarked.

    The positioning of Total Direct Compensation is reviewed against benchmark data on an annual basis and is recalibrated if and when required. To establish this benchmark, data research is carried out each year on the compensation levels in the Quantum Peer Group.

    Total direct remuneration is aimed at or close to, the median of the Quantum Peer Group.

    Annual Base Compensation

    Fixed cash payments intended to attract and retain executives of the highest caliber and to reflect their experience and scope of responsibilities.

    Annual Base Compensation levels and any adjustments made by the Supervisory Board are based on factors including the median of Quantum Peer Group data and performance and experience of the individual member.

    The annual review date for the base salary is typically before April 1.

    The individual salary levels are shown in this Remuneration Report.

    Annual Incentive

    Variable cash bonus incentive of which achievement is tied to specific financial and non-financial targets derived from the company’s annual strategic plan. These targets are set at challenging levels and are partly linked to the results of the company (80% weighting) and partly to the contribution of the individual member (20% weighting).

    The payout in any year relates to the achievements of the preceding year. Metrics are disclosed ex-ante in the Remuneration Report and there will be no retroactive changes to the selection of metrics used in any given year once approved by the Supervisory Board and disclosed.

    President & CEO
    On-target: 100%
    Maximum: 200% of Annual Base Compensation.

    Other BoM members
    On-target: 80%
    Maximum: 160% of Annual Base Compensation.

    Long-Term Incentive

    Our Long-Term Incentives form a substantial part of total remuneration, with payouts contingent on achievement of challenging EPS targets, relative TSR performance against a high performinghigh-performing peer group and sustainability objectives that are directly aligned with our purpose to make the world healthier and more sustainable through innovation.

    The annual award size is set by reference to a multiple of base salary.

    The actual number of performance shares to be awarded is determined by reference to the average of the closing price of the Royal Philips share on the day of publication of the first quarterly results and the four subsequent trading days.

    Dependent upon the achievement of the performance conditions, cliff-vesting applies three years after the date of grant.

    During the vesting period, the value of dividends will be added to the performance shares in the form of shares. These dividend-equivalent shares will only be delivered to the extent that the award actually vests.

    President & CEO
    Annual grant size: 200% of Annual Base Compensation.

    Other BoM members
    Annual grant size: 150% of Annual Base Compensation.
    Maximum vesting opportunity is 200% of the number of performance shares granted.

    Mandatory share ownership and holding requirement

    To further align the interests of executives to those of stakeholders and to motivate the achievement of sustained performance.

    The guideline for members of the Board of Management is to hold at least a minimum shareholding in the company.

    Until this level has been reached the members of the Board of Management are required to retain all after-tax shares derived from any Long-Term Incentive Plan.

    All Board of Management members have reached the required share ownership level.

    The shares granted under the Long-Term Incentive Plan shall be retained for a period of at least 5 years or until at least the end of their contract period if this period is shorter. 
    The guideline does not require members of the Board of Management to purchase shares in order to reach the required share ownership level.

    The minimum shareholding requirement is 400% of annual base compensation for the CEO and 300% for other members of the Board of Management.

    Pension

    Pension plan and pension contribution intended to result into an appropriate level at retirement.

    1. Defined Contribution plan with fixed contribution (applicable to all executives in the Netherlands – capped at EUR 114,866)128,810).
    2. Gross allowance of 25% of annual base compensation exceeding EUR 114,866.128,810.
    3. Temporary gross transition allowance offsetting historical plan changes.
     

    Additional arrangements

    To aid retention and remain competitive within the marketplace

    Additional arrangements include expense and relocation allowances, medical insurance, accident insurance and company car arrangements, which are in line with other Philips executives in the Netherlands.

    The members of the Board of Management also benefit from coverage under the company’s Directors & Officers (D&O) liability insurance.

    The company does not grant personal loans to members of the Board of Management.

     
    Peer Groups

    We use a Quantum Peer Group for remuneration benchmarking purposes, and therefore we aim to ensure that it includes business competitors, with an emphasis on companies in the healthcare, technology-related or consumer products area, and other companies we compete with for executive talent. The Quantum Peer Group consists of predominantly Dutch and other European companies, plus a minority (up to 25%) of US-based global companies, of comparable size, complexity and international scope. As of 2023, the Supervisory Board has decided to replace Atos with Baxter in the Quantum Peer Group.

    Philips Group

    Quantum Peer Group 

    20222023

    European companiesDutch companiesUS companies
    AlconReckitt BenckiserAhold DelhaizeBaxter
    BAE SystemsRocheAkzoNobelBecton Dickinson
    AtosCapgeminiRocheRolls-RoyceAkzoNobelASMLBoston Scientific
    BAE SystemsRolls-RoyceASMLDanaher
    CapgeminiEricssonSafranHeinekenMedtronicDanaher
    EricssonFresenius Medical CareSiemens Healthineers StrykerMedtronic
    Fresenius Medical CareGlaxoSmithKlineSmith & Nephew 
    GlaxoSmithKlineThalesStryker
    Nokia
    Thales  

    In addition, we use a TSR Performance Peer Group to benchmark our relative Total Shareholder Return performance for LTI purposes and against our business peers in the health technology market and other markets in which we compete. The companies we have selected for this peer group include predominantly US-based healthcare companies. Given that a substantial number of relevant competitors are US-headquartered, the weighting of US-based healthcare companies is more notable than for the Quantum Peer Group. 

    Philips Group

    TSR Performance Peer Group 

    20222023

    US companiesEuropean companiesJapanese companies
    Becton DickinsonBaxterAlconCanon
    Boston ScientificBecton DickinsonElektaTerumo
    CernerBoston ScientificFresenius Medical Care 
    DanaherGetinge 
    General ElectricGE HealthcareSiemens HealthineersReckitt Benckiser 
    HologicSmith & NephewSiemens Healthineers 
    Johnson & JohnsonReckitt BenckiserSmith & Nephew 
    Medtronic  
    Resmed  
    Stryker  

    The Remuneration Policy and the LTI Plan allow changes to the peer groups to be made by the Supervisory Board without further approval from the General Meeting of Shareholders in respect of up to three companies on an annual basis (for instance: following a delisting of a company or, a merger of two peer companies), or six companies in total during the four years following adoption and approval of the Remuneration Policy and the LTI Plan respectively (or, if earlier, until the adoption or approval of a revised Remuneration Policy or revised LTI Plan). Since the adoption of the current Remuneration Policy in 2020, the divestment of the Domestic Appliances business in 2021 led to the decision of the Supervisory Board to remove Electrolux, Essity and Henkel from the Quantum Performance Peer Group and replace them with Alcon, GlaxoSmithKline and Stryker. No changes were made to the TSR Peer Group during 2022. However, as Cerner has been delisted after its acquisition by Oracle in 2022, the Supervisory Board has selected Baxter to replace Cerner for the 2023 LTI grant. In addition, following the initial public offering of GE Healthcare, GE Healthcare is included in the TSR Performance Peer Group for the 2023 LTI grant, replacing General Electric.

    Services agreements

    The members of the Board of Management are engaged by means of a services agreement (overeenkomst van opdracht). Termination of the contract by either party is subject to six months’ notice period. The severance payment is set at a maximum of one year’s annual base compensation. No severance payment is due if the agreement is terminated early on behalf of the Board of Management member or in the case of urgent cause (dringende reden) as defined in article 7:678 and further of the Dutch Civil Code. The term of the services agreement is aligned with the term for which the relevant member has been appointed by the General Meeting of Shareholders (which is a maximum period of four years, it being understood that this period expires no later than at the end of the Annual General Meeting of Shareholders (AGM) held in the fourth year after the year of appointment).

    Philips Group

    Contract terms for current members 

    20222023

     end of term
    Roy JakobsAGM 2026
    Abhijit BhattacharyaAGM 20232025
    Marnix van GinnekenAGM 2025

    11.2.3Remuneration of the Board of Management in 20222023

    The Supervisory Board has determined the 20222023 pay-outs and awards to the members of the Board of Management, upon the proposal of the Remuneration Committee, in accordance with the 2020 Remuneration Policy and the 2020 LTI Plan. In addition, the Supervisory Board has determined the 2022 pay-out2023 vesting of the 20202021 LTI Plan,grant, of which the performance period ended on December 31, 2022.2023. This was done in accordance with the LTI Plan as approved during the 2020 Annual General Meeting of Shareholders.

    The Remuneration Committee annually conducts a scenario analysis. This includes the calculation of remuneration under different scenarios, whereby different Philips performance assumptions and corporate actions are examined. The Supervisory Board concluded that the relationship between the strategic objectives and the chosen performance criteria for the 20222023 Annual Incentive, as well as for the 20202021 LTI, were adequate.

    However, in the context of our company’s performance in 2022 and to align with the shareholder experience, the Supervisory Board and Board of Management have jointly concluded that it was appropriate to waive any 2022 AI pay-out and any vesting of the 2020 LTI grant of the members of the Board of Management. The partial 2022 AI pay-out and partial vesting of the 2020 LTI grant was not waived by the former CEO, consequently the company will comply with its contractual obligations in this regard.

    This 2022 Remuneration Report also includes a description of the remuneration (to be) received by the former CEO of the company in respect of the period after October 15, 2022 (the date on which he was succeeded by Mr Jakobs) pursuant to and in line with the terms of his services agreement that was concluded and published on the company’s website and presented to the AGM in view of his appointment in 2019 and which will terminate on April 30, 2023 (reference is made to ‘Remuneration former CEO’).

    Annual Base Compensation

    The annual base compensation of Roy Jakobs as new CEO was set at EUR 1,200,000 (below the base salary of his predecessor of EUR 1,325,000), in line with Philips’ remuneration policy, following market practice and considering the complexity of the role. The annual base compensation of the other members of the Board of Management has been reviewed as part of the regular remuneration review. No increase was applied to acknowledge the disappointing company performance in 2022 and to reflect the limited budget available for the annual compensation review for the wider population. As a result, the annual base compensation of Roy Jakobs, Abhijit Bhattacharya and Marnix van Ginneken has been increased per April 1, 2022, from EUR 795,000 to EUR 810,000 and EUR 615,000 to EUR 630,000, respectively. This increase was made to move the total compensation level closer to the market median level, as well as to reflect internal relativities.remained unchanged in 2023.

    20222023 Annual Incentive

    The Annual Incentive performance has been assessed based on company financial results as well as individual results. Details are as follows:

    Company financial results (80% weighting)

    In line with the Remuneration Policy, the company sets financial targets in advance of the year for all members of the Board of Management. For the year 2022,2023, the financial targets set at Group level cover Comparable Sales Growth*), Adjusted EBITA*) and Free Cash Flow*). The realized performance regrettably did not reachfor all three metrics was above target. Realized performance levels presented in the thresholdtable below include the financial impact connected with the Respironics consent decree, and excluding this impact the Comparable Sales Growth*) and Adjusted EBITA*) would have been 7.0% and 10.5% respectively. Reviewing these performance levels, the Supervisory Board decided to apply two downward adjustments. First, to acknowledge the decrease in comparable order intake reported over 2023, the Supervisory Board lowered the payout on the Comparable Sales Growth metric from 200% to 175% of target . Second, to account for the upward effect on anyAdjusted EBITA resulting from excluding the financial impact connected with the proposed Respironics consent decree, the Supervisory Board also lowered the payout from 180% to 175% of these three criteria.target for this metric (corresponding to an Adjusted EBITA performance of 10.5% which excludes the financial impact referred to).

    Financial performance criteria Weighting as % of target Annual Incentive Assessment of performance Weighted pay-out as % of target Annual Incentive
    threshold performancetarget performancemaximum performancerealized performanceresulting payout as % of target
    Financial performance metricWeighting as % of target Annual Incentive Assessment of performance Weighted pay-out as % of target Annual Incentive
    threshold performancetarget performancemaximum performancerealized performanceresulting payout as % of target
    Comparable Sales Growth1)30%1.8%4.8%6.8%(2.8)%0.0%0%30%0.0%1.5%3.5%6.0%175.0%52.5%
    Adjusted EBITA1)30%9.7%12.7%14.7%7.4%0.0%0%
    Adjusted EBITA margin1)30%7.5%9.0%11.0%10.6%175.0%52.5%
    Free Cash Flow1)20%4007001,000(961)0.0%0%20%5718711,1711,582200.0%40.0%
    Total80%     0%80% 145.0%
    1)1)Non-IFRS financial measure. For the definition and reconciliation of the most directly comparable IFRS measure, refer to Reconciliation of non-IFRS information.
    Individual targets based on area of responsibility (20% weighting)

    In the context of our company’s performance in 2022 and to align with the shareholder experience, the members of the Supervisory Board and Board of Management jointly concluded that it was appropriate to waive any 2022 AI pay-out of the current members of the Board of Management, despite a positive realization on their individual performance criteria. Specifically, this means that aggregately an amount of EUR 236,957 (including an amount of EUR 35,881 related to the AI for Roy Jakobs in his role as Chief Business Leader Connected Care for the period January 1, 2022 up and until October 14, 2022) was waived.

    For the sake of transparency, theThe individual performance criteria and assessment targets set at the beginning of the year have been disclosed in the table below.following table. To determine the payout levels for the individual goals, the Supervisory Board typically applies a holistic assessment as to the performance against the set goals as well as the relative weighting of the goal categories. These relative weightings are not in all cases equal, but such that any goal category remains relevant and aligned with the strategic priorities for the year.

    Board of Management MemberIndividual Performance criteriaAssessment of performanceWeighted pay-out as% of target Annual Incentive
    Roy Jakobs 

    Strategy execution

    • CEOOn track to deliver on plan to create value with sustainable impact
    • Strong progress made on establishing a simplified, more agile operating model and company transition plan completed before year end. Creating Value with Sustainable Impact plan, including interventions required, released on January 30, 2023 generating productivity savings

    14%
    (fully waived)
    22.0%

    Quality & operational excellence

    • S&RC recall progressed

      Delivered on the targeted reduction of Quality Management Systems to 90% production of remediation, DS1 testing data released in Decemberincrease focus, reduce complexity, and minimize risk

    • Progress made on the Patient Safety & Quality culture and Quality assessment done, plan formulated and released. New leader hired to join the Executive Committee
    • Customer delivery in Personal Health improved strongly. Health Systems without delivery still under continued pressure with significant inventory build as a resultmindset

    People & organization

    • Progress on improving gender balance

      Employee engagement within target range, showing significantly step-up in leadership positions, leadership hires, whilst employee engagement slightlythe year, however behind on target and high-performance norms

    • Progress made on driving the broader talent agenda, with a strong focus on ExCo successor identification and development. This resulted in two internal ExCo appointments and two external ExCo appointments.

    Customer results

    • Good progress on

      Significant step-up achieved in on-time delivery of orders as per customer satisfaction, customer NPS and Ratings & Reviewsexpectations

    ESG/Sustainability

    • Delivered ahead on targetof annual ESG targets, advancing towards the Philips 2025 ESG commitments

    Abhijit Bhattacharya Strategy execution
    • Progress

      On track to deliver on our plan to create value with sustainable impact

    • Significant results delivered from Cash program

    • Strong progress made on value delivery from past Mergers & Acquisitions
    • Further strengthened sustaining engineering team in India
    • Progress made on China localization plan. Growth plan India on track for long term ambition, but slightly behind in the yearestablishing a simplified, more agile operating model and generating productivity savings
    13%
    (fully waived)
    21.0%
    Quality & operational excellence
    • Delivered on the targeted reduction of Quality Management Systems to increase focus, reduce complexity, and minimize risk

    • Progress made on the Patient Safety & Quality culture and Quality key investments and support ensured to further accelerate our transformation to enhance quality and regulatory capabilities
    • Productivity results not enough to close the margin gaps experienced, and inventory levels significantly increased on the back of unfinished productsmindset
    People & organization
    • Progress on improving gender balance in leadership positions.

      Employee engagement slightlywithin target range, showing significantly step-up in the year, however behind on target and high-performance norms

    • Progress made on succession planning for own scope

    Customer results
    • Significant step-up achieved in on-time delivery of orders as per customer expectations
    ESG/Sustainability
    • Delivered ahead of annual ESG targets, advancing towards the Philips 2025 ESG commitments
    Marnix van Ginneken Strategy execution
    • License income above target

      On track to deliver on our plan to create value with sustainable impact

    • Significant order growth intake from large government deals, above targetStrong progress made on establishing a simplified, more agile operating model and generating productivity savings
    17%
    (fully waived)
    23.0%
    Quality & operational excellence
    • Key foundational elements set

      Delivered on the targeted reduction of Quality Management Systems to accelerate transformation to enhance qualityincrease focus, reduce complexity, and regulatory capabilitiesminimize risk

    • Progress made on S&RC remediation
    • Further progress on consolidationthe Patient Safety & Quality culture and simplification of legal manufacturers and quality management systems in line with planmindset
    People & organization
    • Progress on improving gender balance in leadership positions.

      Employee engagement slightlywithin target range, showing significantly step-up in the year, however behind on target and high-performance norms

    • Strong progress made on building succession pipeline for own scope
    Environmental, Social & Governance / Customer results
    • Strong performance on managing litigation with major legal cases under management and settlement reached in US economic loss class action
    ESG/Sustainability
    • Delivered ahead of annual ESG performance objectives above targets, including strong performance on Lives Improved, circular revenues and total emissions from operational carbon footprintadvancing towards the Philips 2025 ESG commitments

    Overall, this leads to the following total Annual Incentive realization and no payout:realization:

    Annual Incentive realization 20222023

    in EUR unless otherwise stated

    Annual incentive opportunity Realized annual incentive Annual incentive opportunity Realized annual incentive
    Target as a % of base compensationTarget Annual IncentiveFinancial performance (weighted pay-out %)Individual performance (weighted pay-out %)Payout as % of target Annual Incentive1)Realized annual incentivePayout of annual incentiveTarget as a % of base compensationTarget Annual IncentiveFinancial performance (weighted pay-out %)Individual performance (weighted pay-out %)Payout as % of target Annual Incentive1)Realized annual incentive
    Roy Jakobs2)100%256,4380%69%14%35,2600
    Roy Jakobs100%1,200,000145.0%22.0%167.0%2,004,480
    Abhijit Bhattacharya80%648,0000%63%13%81,648080%648,000145.0%21.0%166.0%1,075,939
    Marnix van Ginneken80%504,0000%84%17%84,168080%504,000145.0%23.0%168.0%846,922
    1)1)Note that figures may not add up due to rounding.
    2)*)As per October 15, 2022, Roy Jakobs was appointed as CEONon-IFRS financial measure. For the definition and reconciliation of the company.most directly comparable IFRS measure, refer to Reconciliation of non-IFRS information.

    20232024 Annual Incentive

    The Annual Incentive criteria consist of:This section presents incentive performance metrics under the proposed 2024 Remuneration Policy for the Board of Management. In the event that the proposed 2024 Remuneration Policy would not be adopted by the 2024 AGM, the current 2020 Remuneration Policy would continue to apply.

    In the proposed 2024 Remuneration Policy, the weighting of the non-financial element has increased to 30% (from 20%) and, correspondingly, the weighting of the financial element has decreased to 70% (from 80%). This change reflects the increased relative importance of factors relating to strategic priorities (such as patient safety and quality, supply chain reliability, and a simplified operating model), as well as our Environmental, Social and Governance (ESG) performance.

    Financial criteria (80%element (70% weighting):

    For the year 2023,2024, the following financial indicators of the company’s resultsperformance metrics are selected to ensure alignment with the key (strategic) priorities in the year:

    Individual criteria (20%Non-Financial element (30% weighting):

    The contributionAt the start of the individual member is assessed based on areas of responsibility, for which annuallyeach year, two to a maximum of fivefour performance categories are selected for each Board of Management member from the following list:list, whereby each selected category receives an equal weighting:

    For each selected category, one or more performance objectives are determined at the start of the year for each of the members of the Board of Management. 

    For the year 2023,2024, the following performance categories and objectives are selected to ensure alignment with the key (strategic) priorities in the year:

    Board of Management MemberPerformance categorySelected performance categoriesPerformance objectiveApplicable forWeightingMeasurement description

    Patient Safety & Quality

    Drive Patient Safety & Quality as highest priority in the organization

    All members of Board of Management7.5%

    This objective measures delivery on our company-wide program to strengthen our Patient Safety & Quality culture, capabilities and performance. Additionally, we measure the progress on the Respironics recall and delivery of the proposed consent decree commitments.

    Customer

    Improve customer experienceRoy Jakobs;
    Abhijit Bhattacharya
    7.5%

    This objective is measured by the improvement of the customer NPS.

    Improve supply chain reliabilityRoy Jakobs
    • Customer Results
    • Quality & operational excellence
    • This objective is measured by the on-time delivery of orders as per customer expectations.

    Improve financial forecasting 

    Abhijit BhattacharyaDeliver Reliable Forecast as per plan.

    Manage legal issues

    Marnix van GinnekenDevelop and manage litigation strategy and potential liabilities.

    Strategy execution

  • People & organization
  • ESG/Sustainability
  • and Execution

    Drive focused strategy to win in the market

    Roy Jakobs 7.5%

    This objective measures delivery on our value creation plan and market share gain.

    Abhijit Bhattacharya
    • Customer Results
    • Quality & operational excellence
    • Strategy execution
    • People & organization
    • ESG/Sustainability
    This objective measures delivery on our value creation plan and delivery on cash program and productivity targets.
    Marnix van Ginneken
    • Customer Results
    • QualityThis objective measures delivery on our value creation plan and delivery on legal & operational excellence
    • Strategy execution
    • People &compliance commitments as per plan.

    Establish simplified, more agile operating model

    All members of Board of Management

    This objective measures delivery on the operating model simplification and our headcount reduction plan.

     ESG

    Deliver on ESG Commitments

    All members of Board of Management7.5%

    This objective measures:

    - Performance on our ESG index (which includes various elements such as emission- and diversity targets)

    - Our employee engagement score

    - Talent and succession development of senior roles in the organization

  • ESG/Sustainability
  • *)Non-IFRS financial measure. For the definition and reconciliation of the most directly comparable IFRS measure, refer to Reconciliation of non-IFRS information.

    20202021 Long-Term Incentive

    The 3-year performance period of the 20202021 LTI grant, consisting of performance shares, ended on December 31, 2022.2023. The realization of this grant is based on TSR achievement, adjusted EPS growth and sustainability objectives.

    In the context of our company’s The following performance in 2022achievement and to align with the shareholder experience,vesting levels have been determined by the Supervisory Board and Board of Management jointly concluded that it was appropriate to waive any vestingin respect of the 2020 LTI2021 grant of the current members of the Board of Management, despite a positive performance achievement of the sustainability objectives. Specifically, this means that an amount of EUR 188,994 was waived.shares:

    Philips Group

    Performance achievement and vesting levels

    achievementweightingvesting leveladjusted vesting level (waived)achievementweightingvesting level
    TSR0%50%0%0%0.0%50.0%0.0%
    EPS0%40%0%0%0.0%40.0%0.0%
    Sustainability objectives180%10%18%0%175.0%10.0%17.5%
    Total  18%0%  17.5%
    TSR (50% weighting)

    A ranking approach to TSR applies with Philips itself included in the TSR Performance Peer Group. TSR scores are calculated based on a local currency approach and by taking a 3-month averaging period prior to the start and end of the 3-year performance period. The performance incentive pay-out zone is outlined in the following table, which results in zero vesting for performance below the 40th percentile and 200% vesting for performance levels above the 75th percentile. The incentive zone range has been constructed such that the average pay-out over time is expected to be approximately 100%.

    Philips Group

    Performance-incentive zone for TSR

    in %

    Position20-141312111098765-120-141312111098765-1
    Payout06080100120140160180190200
    Vesting %0608090100120140160180200

    The TSR achieved by Philips during the performance period was -63.66%-51.10%, using a start date of October 20192020 and end date of December 2022.2023. This resulted in Philips being positioned at rank 20 in the TSR performance peer group shown in the following table, resulting in a TSR achievement of 0%.

    Following Oracle’s acquisition of Cerner (completed June 2022), the Supervisory Board adopted the approach of recognizing Cerner’s performance through the delisting date. As a proxy for future performance, reinvestment in an index of the remaining 19 peer companies was assumed (effectively retaining a peer group of 20 companies).

    TSR results LTI Plan 20202021 grant: (63.66%(51.10%)

    total returnrank numbertotal returnrank number
    Canon119.99%1
    General Electric109.08%2
    Boston Scientific48.10%3
    Siemens Healthineers35.00%4
    Stryker28.06%5
    Getinge18.79%6
    Alcon16.73%7
    Johnson & Johnson12.57%8
    Cerner11.12%9
    Becton Dickinson10.29%10
    Terumo8.71%11
    Danaher85.47%17.33%12
    Hitachi74.64%2
    Hologic(1.37)%13
    Reckitt Benckiser(11.46)%14
    Elekta(20.67)%15
    ResMed56.08%3(21.05)%16
    Getinge44.14%4
    Hologic43.04%5
    Johnson & Johnson37.70%6
    Siemens Healthineers24.07%7
    De Longhi15.22%8
    Terumo14.05%9
    Stryker13.15%10
    Cerner7.70%11
    Boston Scientific3.48%12
    Becton Dickinson(1.36)%13
    General Electric(3.63)%14
    Medtronic(20.68)%15(24.84)%17
    Smith & Nephew(35.25)%16(27.58)%18
    Groupe SEB(39.46)%17
    Elekta(48.80)%18
    Fresenius Medical(51.91)%19(45.30)%19
    Philips(63.66)%20(51.10)%20
    Adjusted EPS growth (40% weighting)

    The LTI Plan EPS payouts and targets set at the beginning of the performance period were as follows: 

    Philips Group

    LTI Plan EPS payouts

    Below thresholdThresholdTargetMaximumActualBelow thresholdThresholdTargetMaximumActual
    LTI plan EPS (euro)<1.281.281.501.71(1.43)<1.381.381.541.720.26
    Payout0%40%100%200%0%
    Vesting %0%40%100%200%0%

    In respect of the 20202021 LTI grant, the LTI plan EPS is calculated based on a reported net income attributable to shareholders divided by the number of common shares outstanding (after deduction of treasury shares) on the day prior to the beginning of the performance period (to eliminate the impact of any share buyback, stock dividend, etc.), resulting in an EPS of EUR (1.82)(0.50). Furthermore, as per the 2020 LTI Plan, the LTI Plan EPS includes adjustments to account for events that were not planned when targets were set or were outside management’s control such as the profit and loss impact of acquisitions and divestitures (positive adjustment)divestments (balance is neutral), the profit and loss impact of portfolio restructuringunhedged foreign exchange variations versus plan (positive impact),adjustment) and the profit and loss impact of legacy legal chargesproceedings (positive impact) and impact of foreign exchange variations versus plan (positive adjustment). Overall, this resulted in an LTI Plan EPS of EUR (1.43)0.26 based on adjusted net income from continuing operations, leading to a realization of 0% of target.

    Philips Group

    LTI Plan EPS realization

    in millions of EUR unless otherwise stated

     

    Net income

    EPS (euro)

    Income from continuing operations attributable to shareholders

    (456)

    (0.50)

    Profit and loss impact of:

      

    - Acquisitions and divestitures 1)

    1

    0.00

    - Foreign exchange variations versus plan 2)

    60

    0.07

    - Legacy legal proceedings 3)

    628

    0.69

    Adjusted net income from continuing operations

    234

    0.26

    1)Profit and loss impact of acquisitions and divestments made after the start of the performance period is excluded.2)Impact of variations of unhedged volatile currencies compared to the performance period plan.3)Costs include the provision of EUR 575 million for the settlement to resolve all economic loss claims in the US Multidistrict Litigation (MDL) related to Philips Respironics’ voluntary recall of certain sleep and respiratory care devices and legal fees related to the recall. The adjustment also includes legal releases.
    Sustainability objectives (10% weighting)

    In order to further align the remuneration package for the Board of Management with our purpose and our ESG commitment, a sustainability criterion was introduced in the 2020 LTI Plan. Philips believes that ESG performance will improve the company’s performance as a whole and, therefore, that it should be explicitly linked to (long-term) remuneration. The criteria are based on three Sustainable Development Goals (SDGs) as defined by the United Nations that are included in Philips’ strategy on sustainability (no. 3, 12 and 13). These three SDGs are translated in five underlying objectives, which are measured against a specific target range.

    At the beginning of the performance period, challenging target ranges are set for each of the five objectives. Based on a point-to-point method, performance achievement is measured at the end of the performance period (i.e., 3 years) versus the beginning of the performance period. The pay-outvesting level is determined based on the following scheme:

    No. of measures achieved within or above target zonePay-out %
    No. of measures achieved on or above targetVesting %
    10%0%
    20%0%
    350%-100%50%-100%
    4100%-150%100%-150%
    5150%-200%150%-200%

    The realized performance is described in the following table. As five out of five objectives are achieved within or abovebetter than target zone,range, the payoutvesting % lies between 150% and 200% of target. Based on the overall performance of the five objectives, the Supervisory Board has assessed that a vesting level of 180%175% would reflect an appropriate positioning within the target range. However, as explained above, any vesting of the 2020 LTI grant of the Board of Management was waived, including vesting relating to the achieved sustainability objectives. While the strong performance on the sustainability objectives is therefore not resulting in any vesting for the current members of the Board of Management, it is celebrated by the company as it contributes to our purpose and our ESG commitment.

    For more information on the realized performance on all five objectives please refer to our Environmental, Social and Governance.

    Sustainability categoryUnderlying objectiveTarget rangerealized performance
    Ensure healthy lives and promote well-being for all at all ages (SDG3) 
    Lives Improved
    Targeted # of Lives Improved in year 31)1,4671,5171,6671,695 million1,8101,880 millionAboveBetter than target zonerange 
    Ensure sustainable consumption and production patterns (SDG12)
    Circularity
    Targeted circular revenue in year 32)12.2%15.0%16.2%20.1%18.1%20.0%AboveWithin target zonerange 
    Targeted waste to landfill in year 33)4.7%3.5% – 0.1% <0.1%0.0%WithinBetter than target zonerange 
    Targeted closing the loop in year 34)14.520.0%23.0%28.5%35.2%20.5%AboveWithin target zonerange
    Take urgent action to combat climate change and its impacts (SDG13)
    Carbon footprint
    Targeted CO2 equivalent (in Kilo Tonnes) in year 3661640589 KTonnes
    574 Ktonnes CO2
    438418 Ktonnes
    CO2
    "Above"Better than target zonerange
    1)1)Lives Improved by Philips products, solutions and services and care to those in underserved markets.2)2)Revenue from circular products, (re-usingservices and solutions contributing to circularity (e.g. optimizing and re-using materials).3)3)Avoiding production of waste materials.4)4)Taking back healthcare equipment.

    20232024 Long-Term Incentive

    This section presents incentive performance metrics under the proposed 2024 Remuneration Policy for the Board of Management. In the event that the proposed 2024 Remuneration Policy will not be adopted by the 2024 AGM, the current 2020 Remuneration Policy will continue to apply.

    The vesting of the 20232024 Long-Term Incentive grant consistingremains to consist of 100% performance shares of which vesting is subject to performance over a period of 3 yearsyears. We have broadened the sustainability perspective to the full Environmental, Social and basedGovernance ('ESG') spectrum, and subsequently increased the weighting of the ESG performance metric from 10% to 20%. By doing so, we aim to reflect the importance of ESG to our company and its increasing relevance to our stakeholders (as a strategic matter and in the context of our risk management), and to incentivize management’s focus on two financial criteriaour policy objective to deliver superior, long-term value to our stakeholders, while acting responsibly towards our planet and one non-financial criterion:society. As a result of this, the weighting of the relative TSR metric has been slightly reduced to 40% (from 50%) to keep a balanced weighting among the three LTI performance metrics. Lastly, the weighting of the adjusted EPS growth metric remains unchanged, resulting in the following performance metrics and weighting:

    ESG Performance (20% weighting)

    At the start of each performance year, we select four ESG objectives in line with our long-term strategic priorities. There is no exhaustive list of objectives that can be selected. To ensure that all objectives are material, auditable and measurable, we only select objectives which are reported in our Annual Report (in preparation for the Corporate Sustainability objectives

    Please referReporting Directive) and therefore are subject to our external auditor’s reasonable assurance. Furthermore, we make sure that in any measurement year, the Long-Term Incentive Plan publishedESG objectives do not overlap with our non-financial performance objectives for the Annual Incentive.

    The objectives selected for the 2024 LTI grant are shown in the following table, including the rationale for selecting these objectives and more details on the company’s website for more information.measurement approach.

    2024-2026

    ESG objective

    Weighting

    Rationale

    Measurement approach

    Targeted # of Lives Improved in year 3 1)

    5.0%

    Ensure healthy lives and promote well-being for all at all ages

    (SDG3) Lives Improved

    We have a Lives Improved calculation methodology, which follows a three-step approach. 1) We first determine the installed base of our health- and well-being solutions, 2) We determine the number of touchpoints per product per year, and 3) To avoid double-counting, we eliminate all direct- and indirect double-counts between products and solutions.

    Targeted circular revenue in year 3 2)

    5.0%

    Ensure sustainable consumption and production patterns

    (SDG12) Circularity

    Revenues generated through products and solutions that meet specific Circular Economy requirements (e.g. refurbished, reconditioned and remanufactured components).

    Targeted CO2 equivalent 

    (in Kilotonnes) in year 3

    5.0%

    Take urgent action to combat climate change and its impacts (SDG13) Carbon footprint

    Total greenhouse gas emissions caused by Philips, expressed in kilotonnes CO2-equivalent. Operational carbon footprint on a half-year basis, incl. industrial sites, non-industrial sites, business travel and logistics.
    Excluding off-set of “unavoidable” emissions.

    Targeted Employee Engagement Score in year 3

    5.0%

    Retain an engaged workforce Employee Engagement Score

    The Employee Engagement Score (EES) is the single measure of the overall level of employee engagement at Philips, measured on a bi-yearly basis.

    1)Lives Improved by Philips products, solutions and services and care to those in underserved markets.2)Revenue from products, services and solutions contributing to circularity (e.g. optimizing and re-using materials)
    *)Non-IFRS financial measure. For the definition and reconciliation of the most directly comparable IFRS measure, refer to Reconciliation of non-IFRS information.

    Pension

    The following pension arrangement is in place for the members of the Board of Management working under a services agreement governed by Dutch law:

    Total remuneration costs in 20222023

    The following table gives an overview of the costs incurred by the company in 20222023 and 20212022 in relation to the remuneration of the Board of Management. Costs related to performance shares are based on accounting standards (IFRS), which prescribe that costs for each LTI grant are recognized over the full (multi-year) vesting period, proportionate to the relevant fiscal year. Therefore, the costs for any year reflect costs of multiple LTI grants, as opposed to the actual value for the holder of an LTI grant at the vesting date. Hence, the waiving of the 2020 LTI grant by the current members of the Board of Management is not apparent in this table. Please refer to section 20202021 Long-Term Incentive for more details on the actual vesting of the performance shares.

    Philips Group

    Remuneration Board of Management1)

    in EUR

       Accounting costs in the year
     reported yearannual base compen­sation2)base compen­sationrealized annual incentiveperfor­mance shares3)pension allowances4)pension scheme costsother compen­sation5)total costFixed-variable remuneration6)
    R. Jakobs7)20221,200,000256,438waived112,7378)57,9736,01211,507444,66775%-25%
    F.A. van Houten7)20221,325,0001,041,849208,3702,930,068444,05122,12142,5334,688,99233%-67%
    20211,325,0001,325,000850,9152,626,295565,40327,46257,2245,452,29936%-64%
    A. Bhattacharya2022810,000806,250waived763,1408)237,25028,13361,3081,896,08160%-40%
    2021795,000790,000360,1031,172,533233,85727,46268,9082,652,86442%-58%
    M.J. van Ginneken2022630,000626,250waived585,4908)141,62228,13335,3431,416,83759%-41%
    2021615,000605,000317,192886,035150,75527,46242,6102,029,05441%-59%
    Total2022 2,730,788208,3704,391,434880,89684,398150,6918,446,57746%-54%
    2021 2,720,0001,528,2104,684,863950,01582,386168,74210,134,21739%-61%
       Accounting costs in the year
     reported yearannual base compen­sation2)base compen­sationrealized annual incentiveperfor­mance shares3)pension allowances4)pension scheme costsother compen­sation5)total costFixed-variable remuneration6)
    R. Jakobs20231,200,0001,200,0002,004,480968,922267,79831,891109,2564,582,34735%-65%
    20221,200,000256,438waived112,73757,9736,01211,507444,66775%-25%
    A. Bhattacharya2023810,000810,0001,075,939793,429197,13331,89194,5163,002,90738%-62%
    2022810,000806,250waived763,1407)237,25028,13361,3081,896,08160%-40%
    M.J. van Ginneken2023630,000630,000846,922614,840125,29831,89153,4462,302,39737%-63%
    2022630,000626,250waived585,4907)141,62228,13335,3431,416,83759%-41%
    Total2023 2,640,0003,927,3412,377,191590,22895,673257,2189,887,65036%-64%
    2022 1,688,938waived1,461,367436,84562,278108,1583,757,58561%-39%
    1)1)Reference date for board membership is December 31, 2022.2023.2)2)Annual base compensation as incurred in the year, base compensation increases are reflected proportionally.3)3)Costs of performance shares are based on accounting standards (IFRS) and do not reflect the value of performance shares at the vesting/release date. For Mr. van Houten, the accounting costs for 2022 include additional costs for the accelerated accrual of the 2021 and 2022 LTI grant.4)4)The Pension Transition Allowances wereAllowance was maintained at the current level for Messrs van Houten andMr Bhattacharya for the term of theirhis 2019 services agreements.agreement. In the 2023 services agreement of Mr Bhattacharya the Pension Transition Allowance was no longer applicable. The total pension cost of the company related to the pension arrangement (including the aforementioned Transition Allowance) is at a comparable level over a period of time to the pension costs under the former Executive Pension Plan.5)5)The stated amounts mainly concern (share of) allowances to members of the Board of Management that can be considered as remuneration. In a situation where such a share of an allowance can be considered as (indirect) remuneration (for example, private use of the company car), then the share is both valued and accounted for here. The method employed by the fiscal authorities is the starting point for the value stated.6)6)Fixed remuneration is determined as the sum of base compensation, pension allowances, pension scheme costs and other compensation. Variable remuneration is determined as the sum of realized annual incentive and performance shares.7)7As per October 15, 2022, Roy Jakobs was appointed as CEO of the company. The table includes actual costs incurred in respect of the remuneration received by Mr Van Houten and Mr Jakobs, respectively, as CEO.)8)Despite the waiving of the 2020 LTI grant, these amounts are not nil as they reflect accounting costs according to IFRS.

    Remuneration former CEO

    Per October 15, 2022, Frans van Houten, the former CEO, was succeeded by Roy Jakobs as CEO of the company.

    In view of a proper handover, and pursuant to the contractual obligations of his services agreement (published on the company’s website at the time of his re-appointment in 2019 and filed as Exhibit 4(e) hereto), the former CEO’s services agreement will terminate on April 30, 2023 in line with the applicable conditions as laid down in such services agreement. Until this time, the former CEO remains available for advisory services.

    Up to the termination date of April 30, 2023, the former CEO will be receiving the base compensation, pension arrangement and other allowances following from the termination of his 2019 services agreement. For the period October 15, 2022 up and until December 31, 2022, the base compensation, pension expenditures and other compensation represent a value of EUR 283,151, EUR 126,695 and EUR 11,774 respectively. The former CEO did not waive the partial 2022 AI pay-out and partial vesting of the 2020 LTI grant, consequently the Company will comply with its contractual obligations in this regard. Therefore, the former CEO received an AI payment of EUR 265,000 for the year 2022 and his 2020 LTI grant vested at 18% of target in line with the 2020 LTI plan realization.

    For the year 2023, the base compensation, pension expenditures and other compensation represent a value of EUR 435,616, EUR 194,986 and EUR 18,087 (expected) respectively. In respect of the remainder of his services agreement during 2023, the former CEO will be eligible for a prorated AI payment based on the actual 2023 financial performance and his individual performance at target according to the contractual obligations. At target this prorated AI represents a value of EUR 435,616. The former CEO will not receive an LTI grant for the year 2023. In accordance with the relevant provisions of his services agreement, the former CEO will receive a severance payment equal to one-year annual base compensation (amounting to EUR 1,325,000).

    The former CEO’s LTI grants with a vesting date after April 30, 2023 (granted in 2021 and 2022) will continue to vest at their regular vesting dates (April 30, 2024, and April 29, 2025 respectively) subject to the predetermined performance conditions. The termination of the services agreement with the former CEO did not trigger a tax expense for the company based on Article 32bb of the Dutch Wage Tax Act.

    5-year development of CEO and BoM versus average employee remuneration costs compared to company performance

    Internal pay ratios are a relevant input factor for determining the appropriateness of the implementation of the Remuneration Policy, as recognized in the Dutch Corporate Governance Code. For the 20222023 financial year, the ratio between the annual total compensation for the CEO and the average annual total compensation for an employee was 55:46:1. The ratio decreased from 63:55:1 in 2021.2022. Further details on the development of these amounts and ratios over time can be found in the following table. The average employee remuneration costs and company financial performance have been adjusted retroactively such that the Domestic Appliances business is excluded from the figures. Please note that the amounts presented in the following table reflect total remuneration costs to the company which differ from the actual payout to the members of the Board of Management.

    Philips Group

    Remuneration costcosts

    in EUR

    2018201920202021202220192020202120222023
    Remuneration  
    CEO Total Remuneration Costs (A)1)5,391,2655,260,1116,153,0675,452,2995,133,6595,260,1116,153,0675,452,2995,133,6594,582,347
    CFO Total Remuneration Costs2,595,6882,602,6063,007,9902,652,8641,896,0812,602,6063,007,9902,652,8641,896,0813,002,907
    CLO Total Remuneration Costs1,861,2001,856,4262,203,1602,029,0541,416,8371,856,4262,203,1602,029,0541,416,8372,302,397
    Average Employee (FTE) Total Remuneration Costs (B)2)89,84392,64591,45586,85393,37392,64591,45586,85393,37399,870
    Ratio A versus B3)60:157:167:163:155:157:167:163:155:146:1
    Company performance  
    Annual TSR4)1.2%25.6%6.2%(14.5)%(60.0)%25.6%6.2%(14.5)%(60.0)%42.9%
    Comparable Sales Growth%5)4.9%4.5%2.9%(1.2)%(2.8)%4.5%2.9%(1.2)%(2.8)%6.0%
    Adjusted EBITA%5)13.3%13.2%12.0%7.4%13.2%12.0%7.4%10.6%
    Free Cash Flow5)9909231,635900(961)9231,635900(961)1,582
    1)1)For 2022, CEO refers to Frans van Houten for the period up to October 15, 2022, and to Roy Jakobs for the period from October 15, 2022, onwards. For 2018 through 2021, CEO refers to Frans van Houten.2)2)Based on Employee benefit expenses (EUR 7.06.9 billion) divided by the average number of employees (74,451(69,115 FTE) as reported in Income from operations. This results in an average annual total compensation cost of EUR 93,37399,870 per employee.3)3)A consideration when interpreting the ratios between CEO and average employee remuneration is that the remuneration of the CEO is more heavily dependent on variable compensation than the remuneration of the average employee at Philips. Furthermore, the costs of performance shares are based on accounting standards (IFRS) and the specific allocation of these costs to the year. As such, the total remuneration level and costs applicable to the CEO will vary more with Philips’ financial performance than the remuneration level and costs applicable to the average employee. As a consequence, the ratio will increase when financial performance is strong and conversely decrease when financial performance is not as strong. 4)4)Annual TSR was calculated in line with the method as used for the LTI plan (i.e., based on reinvested dividends and 3 month3-month averaging)5)5)Non-IFRS financial measure. For the definition and reconciliation of the most directly comparable IFRS measure, refer to Reconciliation of non-IFRS information.

    Historical LTI grants and holdings

    Number of performance shares (holdings)

    Under the LTI Plan the current members of the Board of Management were granted 153,891236,622 performance shares in 2022.2023. The following table provides an overview at end December 20222023 of performance share grants.

    Philips Group

    Number of performance shares (holdings)

    in number of shares unless otherwise stated

    grant datenumber of shares originally grantedvalue at grant datevesting dateend of holding periodunvested opening balance at Jan. 1, 2022number of shares awarded in 2022(dividend) shares awardednumber of shares vested in 20221)value at vesting date in 2022unvested closing balance at Dec. 31, 2022grant datenumber of shares originally grantedvalue at grant datevesting dateend of holding periodunvested opening balance at Jan. 1, 2023number of shares awarded in 2023(dividend) shares awardednumber of shares vested in 20231)value at vesting date in 2023unvested closing balance at Dec. 31, 2023
    R. Jakobs5/6/201921,5922)810,00006/05/202206/05/202222,979--8,717216,060-4/30/202017,7042)706,2504/30/20234/30/202519,073  waived 0
    4/30/202017,7042)706,25030/04/202330/04/202518,399-674--19,0734/30/202115,8122)750,0004/30/20244/30/202616,696 747  17,443
    4/30/202115,8122)750,00030/04/202430/04/202616,105-590--16,6964/29/202237,6302)930,0004/29/20254/29/202739,009 1,745  40,754
    4/29/202237,6302)930,00029/04/202529/04/2027-37,6301,379--39,00910/28/202224,279314,13710/28/202510/28/202724,279 1,086  25,365
    10/28/202224,279314,13728/10/202528/10/2027-24,279---24,2794/28/2023124,5382,400,0004/28/20264/28/20280124,5385,571  130,109
    F.A. van Houten3)5/6/201970,6402,650,00006/05/202206/05/202475,177--28,567708,078-
    4/30/202066,4312,650,00030/04/202330/04/202569,037-2,530--71,567
    4/30/202155,8682,650,00030/04/202430/04/202656,905-2,086--58,991
    4/29/2022107,2272,650,00029/04/202529/04/2027-107,2273,930--111,157
    A. Bhattacharya5/6/201931,3881,177,50006/05/202206/05/202433,404--12,693314,626-4/30/202029,5181,177,5004/30/20234/30/202531,800  waived 0
    4/30/202029,5181,177,50030/04/202330/04/202530,676-1,124--31,8004/30/202125,1411,192,5004/30/20244/30/202626,547 1,187  27,734
    4/30/202125,1411,192,50030/04/202430/04/202625,608-939--26,5474/29/202249,1621,215,0004/29/20254/29/202750,964 2,280  53,244
    4/29/202249,1621,215,00029/04/202529/04/2027-49,1621,802--50,9644/28/202363,0471,215,0004/28/20264/28/2028063,0472,820  65,867
    M.J. van Ginneken5/6/201922,9912)862,50006/05/202206/05/202424,467--9,298230,456-4/30/202022,373892,5004/30/20234/30/202524,103  waived 0
    4/30/202022,373892,50030/04/202330/04/202523,251-852--24,1034/30/202119,448922,5004/30/20244/30/202620,535 919  21,454
    4/30/202119,448922,50030/04/202430/04/202619,809-726--20,5354/29/202238,237945,0004/29/20254/29/202739,638 1,773  41,412
    4/29/202238,237945,00029/04/202529/04/2027-38,2371,401--39,6384/28/202349,037945,0004/28/20264/28/2028049,0372,194  51,231
    1)1)The shares vested in 20222023 are subject to a 2-year holding period.2)2)Awarded before date of appointment as a member of the Board of Management3)Mr. Van Houten was not a member of the Board of Management on December 31, 2022. However for transparency purposes he is shown in this table
    Number of stock options (holdings)

    The tables below give an overview of the stock options held by the members of the Board of Management.

    Philips Group

    Stock options (holdings)

    in number of shares unless otherwise stated

     grant datevesting dateexercise price (in EUR)expiry dateopening balance at January 1, 2022number of stock options awarded in 2021number of stock options exercised in 2021share price on exercise datenumber of stock options expired in 2021closing balance at December 31, 2022
    F.A. van Houten1)23/04/201223/04/201514.8223/04/202275,000-----
    29/01/201329/01/201422.4329/01/202355,000----55,000
    A. Bhattacharya30/01/201230/01/201415.2430/01/202220,000-----
    23/04/201223/04/201514.8223/04/202216,500-----
    M.J. van Ginneken30/01/201230/01/201415.2430/01/202210,000-10,00028.35--
    23/04/201223/04/201514.8223/04/20228,400-----
    1)Mr. Van Houten was not a member of the Board of Management on December 31, 2022. However for transparency purposes he is shown in this table

    Share ownership guidelines

    To further align the interests to those of stakeholders and to motivate the achievement of sustained performance, the members of the Board of Management are bound to a minimum shareholding requirement. The following table below shows the minimum shareholding requirement, annual base compensation, (vested) shares held and share ownership ratio of each Board of Management member as per December 31, 2022.2023. Until the minimum shareholding requirement is reached, the members of the Board of Management are required to retain all after-tax performance shares that have vested, but they are not required to make additional share purchases.

    Philips Group

    Share ownership Board of Management

    Minimum shareholding requirement1)Annual Base Compensation(Vested) shares heldOwnership ratio2)Minimum shareholding requirement1)Annual Base Compensation(Vested) shares heldOwnership ratio2)
    R. Jakobs4.0x1,200,000109,4231.3x4.0x1,200,000126,8092.2x
    A. Bhattacharya3.0x810,000169,5172.9x3.0x810,000177,0884.6x
    M.J. van Ginneken3.0x630,000123,9142.8x3.0x630,000129,4474.3x
    1)1)As ratio of Annual Base Compensation2)2)The Ownership ratio is calculated by multiplying the total shares held by the share price of EUR 14.0021.09 (based on the closing share price of December 31, 2022)2023) and dividing this by the base compensation.

    Remuneration of the Supervisory Board in 20222023

    Summary of the Remuneration Policy

    Please find below a brief summary of the Remuneration Policy for the Supervisory Board, as adopted at the Annual General Meeting of Shareholders 2020. The fee levels in this Remuneration Policy are the same as the Supervisory Board fee levels as determined by our shareholders at the 2018 Extraordinary General Meeting of Shareholders.

    The overarching objective of the 2020 Remuneration Policy for the Supervisory Board is to enable its members to fulfill their duties, acting independently: supervising the policies, management and the general affairs of Philips, and supporting the Board of Management and the Executive Committee with advice. Also, the members of the Supervisory Board are guided by the company’s long-term interests, with due observance of the company’s purpose and strategy, taking into account the interests of shareholders and all other stakeholders.

    To support the objectives mentioned above, the 2020 Remuneration Policy is aimed at attracting and retaining international Supervisory Board members of the highest caliber and with experience and expertise relevant to our health technology businesses.

    In compliance with the Dutch Corporate Governance Code, the 2020 Remuneration Policy provides that the remuneration for the members of the Supervisory Board is not dependent on the results of the company and does not include any shares (or rights to shares). Nevertheless, members of the Supervisory Board are encouraged to hold shares in the company for the purpose of long-term investment to reflect their confidence in the future course of the company. The company does not grant personal loans to members of the Supervisory Board.

    The Supervisory Board reviews fee levels in principle every three years, in order to monitor and take account of market developments and manage expectations of our key stakeholders. The levels are aimed at broadly median market levels (and around the 25th percentile market level for the Chairman) paid in the Quantum Peer Group (as used in the 2020 Remuneration Policy for the Board of Management).

    The following table provides an overview of the current remuneration structure:

    Philips Group

    Remuneration Supervisory Board

    in EUR 

     ChairVice ChairMember
    Supervisory Board155,000115,000100,000
    Audit Committee27,000n.a.18,000
    Remuneration Committee21,000n.a.14,000
    Corporate Governance and Nomination & Selection Committee21,000n.a.14,000
    Quality & Regulatory Committee21,000n.a.14,000
    Attendance fee per inter-European trip2,5002,5002,500
    Attendance fee per intercontinental trip5,0005,0005,000
    Entitlement to Philips product arrangement2,0002,0002,000
    Annual fixed net expense allowance11,3452,2692,269
    Other travel expensesAs reasonably incurred

    The members of the Supervisory Board benefit from coverage under the company’s Directors and Officers (D&O) liability insurance.

    Remuneration of the Supervisory Board in 20222023

    The individual members of the Supervisory Board received, by virtue of the positions they held, the following remuneration in 2022:2023:

    Philips Group

    Remuneration of the Supervisory Board

    in EUR

    membershipcommitteesother compensation1)totalmembershipcommitteesother compensation1)total
    F. Sijbesma155,00035,00016,345206,345155,00035,00016,345206,345
    P.A.M. Stoffels115,00035,00027,269177,269115,00035,00022,269172,269
    N. Dhawan35,6166,4115,80847,836
    D.E.I. Pyott100,00035,00017,269152,269100,00035,00019,769154,769
    A.M. Harrison100,00014,00012,269126,269100,00014,00019,769133,769
    M.E. Doherty100,00027,00024,769151,769100,00027,00027,269154,269
    P. Löscher100,00032,00024,769156,769100,00032,00017,269149,269
    I. Nooyi100,00014,00017,269131,269100,00014,00017,269131,269
    S.K. Chua100,00018,00022,269140,269100,00018,00022,269140,269
    H. Verhagen100,00014,0007,269121,269100,00014,0007,269121,269
    S. Poonen100,00018,00017,269135,269100,00018,00019,769137,769
    Total1,105,616248,411192,5741,546,6021,070,000242,000189,2661,501,266
    1)1)The amounts mentioned under other compensation relate to the fee for intercontinental travel, inter-European travel, the entitlement of EUR 2,000 under the Philips product arrangement and the annual fixed net expense allowance.

    11.3Report of the Audit Committee

    The Audit Committee is chaired by Liz Doherty. Its other members are Peter Löscher, Chua Sock Koong and Sanjay Poonen (who joined in the course of 2022).Poonen. Feike Sijbesma and Herna Verhagen also regularly attendsattend Audit Committee meetings. The Committee assists the Supervisory Board in fulfilling its supervisory responsibilities, including ensuring the integrity of the company’s financial statements, reviewing the company’s internal controls and overseeing the enterprise risk management process.

    In 2022,2023, the Audit Committee held five regular meetings and twoone extraordinary meetings,meeting, which all Audit Committee members attended.

    The CEO, CFO, Chief ESG & Legal Officer, Head of Internal Audit, Chief Accounting Officer and external auditor (Ernst & Young Accountants LLP) were invited to and attended all regular meetings.

    The Committee together with the Chief ESG & Legal Officer, also met separately in private sessions with the CEO, CFO, Head of Internal Audit and external auditor after every regular quarterly meeting of the Committee. Prior to the Committee meetings, the Audit Committee chair met one-on-one with the Group Treasurer as well as with each of the management who regularly attend the Audit Committee meetings (as set out in the previous paragraph) and with the external auditor (Ernst & Young Accountants LLP).

    The following overview highlights matters that were reviewed and/or discussed during Committee meetings in the course of, or in respect of, the financial year 2022:2023:

    Furthermore,

  • Philips’ Environmental, Social and Governance (ESG) approach, comprising an update on progress made with respect to the Committee received a report from2025 ESG key programs and sustainability commitments and aims (including circular revenues) and Philips’ aim to improve the company’s Headhealth and well-being of Tax, updating2.5 billion people per year by 2030 through meaningful innovation. The Supervisory Board was also educated on sustainability reporting requirements and requirements related to sustainability-related financial disclosures, as well as European Union regulatory developments in this context. These include but are not limited to education on the CommitteeEuropean Union Corporate Sustainability Reporting Directive and European Union Sustainability Reporting Standards and the impact thereof on several tax aspects,reporting by the Philips Group.
  • Philips’ cybersecurity risk approach, both at an enterprise level as well as at product and service level, comprising an update on the mitigation of cybersecurity risks and actions taken to comply with relevant laws and regulations including the company’s effective tax rate, tax transparencyCybersecurity Risk Management, Strategy, Governance, and tax assetsIncident Disclosure requirements issued by the U.S. Securities and liabilities.

    Exchange Commission (SEC).
  • In February 2023,2024, the Committee reviewed, together with the other members of the Supervisory Board, the draft of the Annual Report 2023, as well as the key audit matters and the critical audit matters identified by the external auditor in relation to the 20222023 financial statements included in the Annual Report 20222023 and the Annual Report on Form 20-F, respectively as well as the draft of the Annual Report 2022.respectively. In February 2023,2024, the Committee also reviewed the draft of the company’s 20222023 Country Activity and Tax Report.

    During each regular quarterly Audit Committee meeting, the Committee reviewed the quarterly report from the external auditor, in which the auditor set forth its findings and attention points during the relevant period. Apart from the Audit Committee meetings, the external auditor also attended all private sessions with the Audit Committee, where their observations were, if necessary, further discussed. The Annual Audit Letter was circulated to the full Supervisory Board, and planned actions to address the items raised were discussed with management in the subsequent Audit Committee meetings as well as in private sessions with management.

    Finally, the Committee reviewed the Audit Committee Charter and concluded it remains appropriate.

    11.4Report of the Quality & Regulatory Committee

    The Quality & Regulatory Committee was established in view of the importance of patient safety and the quality of the company’s products, systems, services and solutions. The Committee provides broad oversight of compliance with the regulatory requirements that govern the development, manufacturing, marketing and servicing of the company’s products, systems, services and solutions. The Quality & Regulatory Committee assists the Supervisory Board in fulfilling its oversight responsibilities in these areas. It is chaired by David Pyott and its members are Marc Harrison and Peter Löscher.

    In 2022,2023, the Quality & Regulatory Committee held sixfour meetings and all Committee members attended these meetings. The Quality & Regulatory Committee convened less frequently in 2023 (compared to 2022), as the quality related matters were a regular item on the agenda of the Supervisory Board meeting. The Chief Executive Officer, the Chief ESG & Legal Officer, the Chief Operations Officer and the Chief Quality & Regulatory Officer were present during these meetings.

    The following overview indicates some of the matters that were discussed during meetings in the course of 2022:2023:

    12Corporate governance

    12.1Introduction

    Koninklijke Philips N.V. (Royal Philips), a company organized under Dutch law, is the parent company of the Philips group. Its shares have been listed on the Amsterdam stock exchange (Euronext Amsterdam) since 1912. Furthermore, its shares have been traded in the United States since 1962 and have been listed on the New York Stock Exchange since 1987.

    Royal Philips has a two-tier board structure consisting of a Board of Management and a Supervisory Board, each of which is accountable to the General Meeting of Shareholders for the fulfillment of its respective duties.

    The company is governed by Dutch corporate and securities laws, its Articles of Association, and the Rules of Procedure of the Board of Management and the Executive Committee and of the Supervisory Board, respectively. Its corporate governance framework is also based on the Dutch Corporate Governance Code (dated December 8, 2016)20, 2022) and US laws and regulations applicable to Foreign Private Issuers. Additionally, the Board of Management has implemented the Philips General Business Principles (GBP) and underlying policies, as well as separate codes of ethics that apply to employees working in specific areas of our business, i.e., the Financial Code of Ethics and the Procurement Code of Ethics. Many of the documents referred to are published on the company’s website and more information can be found in Our approach to risk management.

    In this section of the Annual Report, the company addresses the main elements of its corporate governance structure, reports on how it applies the principles and best practices of the Dutch Corporate Governance Code, and provides the information required by the Dutch governmental Decree on Corporate Governance (Besluit inhoud bestuursverslag) and governmental Decree on Article 10 Takeover Directive (Besluit artikel 10 overnamerichtlijn). When deemed necessary in the interests of the company, the company may deviate from aspects of the company’s corporate governance structure, and any such deviations will be disclosed in the company’s corporate governance report.

    In compliance with the Dutch Corporate Governance Code, other parts of the management report (within the meaning of article 2:391 of the Dutch Civil Code) included in the Annual Report address the strategy and culture of Philips aimed at sustainable long-term value creation. As described in more detail in Our strategic focus , Philips’ strategy of focused organic growth scalable patient- and people-centric innovation, and focus on reliable execution, is driven by our purposepurpose: to improve people’s health and well-being through meaningful innovation, as described in more detail in Strategy and Businesses.innovation. The Message from the CEOexplains how the company’sthis strategy was executed in 2022; in this regard, please2023; refer also to Financial performance. Furthermore, reference is made to the Philips Business System, an interdependent, collaborative operating model that covers all aspects of how we operate – strategy, governance, processes, people, culture and performance management. As set out in Our cultureOperating Model, we setwhich among others includes standards for behaviors, quality and integrity within Philips that will help achieve operational excellencePhilips.

    Philips’ strategy, and extend our solutions capability to address our customers’ unmet needs. Finally, refer tothe way it has been developed by the Board of Management under the supervision of the Supervisory Board, clearly integrates the company’s impact in the field of sustainability, including the effects on people and the environment. In How we create value with sustainable impact we report on resource inputs, value outcomes and societal impact across various financial and Environmental, Social and Governance (ESG) dimensions. We engage with our stakeholders and use a double materiality analysis to identify the ESG topics that we believe have the greatest impact: those having financial materiality (the impact of society on Philips) as well as those having impact materiality (the impact of Philips on society); refer to Working with stakeholders and advocacy for more information onand Double Materiality Assessment. The materiality analysis underpins the relevance of our fully integrated approach to doing business responsibly and sustainably, including a comprehensive set of key commitments across all the ESG dimensions that guide execution of our strategy; refer to Philips' ESG commitments. As one of these commitments, Philips considers its tax payments as a significant contribution to the communities in which it operates, and our overall societal impact.an integral part of its social value creation; refer to Total tax contribution.

    12.2Board of Management and Executive Committee

    Introduction

    The Board of Management is entrusted with the management of the company. Certain key officers have been appointed to support the Board of Management in the fulfilment of its managerial duties. The members of the Board of Management and these key officers together constitute the Executive Committee. In this Corporate governance report, wherever the Executive Committee is mentioned, this also includes the members of the Board of Management, unless the context requires otherwise. Please refer to Board of Management and Executive Committee for an overview of the current members of the Board of Management and the Executive Committee.members.

    Under the chairmanship of the President/Chief Executive Officer (CEO), and supported by the other members of the Executive Committee, the members of the Board of Management drive the company’s management agenda and share responsibility for the continuity of the Philips group, focusing on sustainable long-term value creation. Please refer to the Rules of Procedure of the Board of Management and the Executive Committee, which are published on the company’s website, for a description of further responsibilities and tasks, as well as procedures for meetings, resolutions, and minutes.

    In fulfilling their duties, the members of the Board of Management and Executive Committee shall beare guided by the interests of the company and its affiliated enterprise, taking into account the interests of its stakeholders. The Board of Management and the Executive Committee have adopted a division of responsibilities based on the functional and business areas, each of which is monitored and reviewed by the individual members. The Board of Management is accountable for the actions and decisions of the Executive Committee and has ultimate responsibility for the company’s external reporting (including reporting to the shareholders of the company).

    The Board of Management and the Executive Committee are supervised by the Supervisory Board. Members of the Board of Management and the Executive Committee will be present in the meetings of the Supervisory Board, if so invited. In addition, the CEO and other members of the Board of Management (and if needed, the other members of the Executive Committee) meet on a regular basis with the Chairman and other members of the Supervisory Board. The Board of Management and the Executive Committee are required to keep the Supervisory Board informed of all facts and developments concerning Philips that the Supervisory Board may need to be aware of in order to function as required and to properly carry out its duties.

    Certain important decisions of the Board of Management require Supervisory Board approval, including decisions concerning: the operational and financial objectives of the company and the strategy designed to achieve these objectives; the issue, repurchase or cancellation of shares; and major acquisitions or divestments.

    Appointment and composition

    Members of the Board of Management, including the CEO, are appointed by the General Meeting of Shareholders upon a binding recommendation drawn up by the Supervisory Board after consultation with the CEO. This binding recommendation may be overruled by a resolution of the General Meeting of Shareholders adopted by a simple majority of the votes cast and representing at least one-third of the issued share capital. If a simple majority of the votes cast is in favor of the resolution to overrule the binding recommendation, but such majority does not represent at least one-third of the issued share capital, a new meeting may be convened, at which the resolution may be passed by a simple majority of the votes cast, regardless of the portion of the issued share capital represented by such majority. In the event that a binding recommendation has been overruled, a new binding recommendation shall be submitted to the General Meeting of Shareholders. If such second binding recommendation has been overruled, the General Meeting of Shareholders shall be free to appoint a board member.

    The CEO and the other members of the Board of Management are appointed for a (maximum) term of four years, it being understood that this term expires at the closing of the General Meeting of Shareholders to be held in the fourth calendar year after the year of their appointment or, if applicable, at a later retirement date or other contractual termination date in the fourth year, unless the General Meeting of Shareholders resolves otherwise. The same applies in the case of re-appointment, which is possible for consecutive terms of (a maximum of) four years. A (re-)appointment schedule for the Board of Management is published on the company’s website.

    Pursuant to Dutch law, the members of the Board of Management are engaged by means of a services agreement (overeenkomst van opdracht). The term of the services agreement is aligned with the term for which the relevant member has been appointed by the General Meeting of Shareholders. In casethe event of termination of the services agreement by the company, severance payment is limited to a maximum of one year’s base salary. The services agreements provide no additional termination benefits.

    Members of the Board of Management may be suspended by the Supervisory Board and by the General Meeting of Shareholders, and members of the Board of Management may be dismissed by the General Meeting of Shareholders (in each case in accordance with the Articles of Association). A shareholders’ resolution to suspend or dismiss a member of the Board of Management, other than a resolution proposed by the Board of Management or the Supervisory Board, may only be adopted by a simple majority of the votes cast, representing at least one third of the issued share capital. The other members of the Executive Committee are appointed, suspended and dismissed by the CEO, subject to approval by the Supervisory Board.

    12.3Supervisory Board

    Introduction

    The Supervisory Board supervises the policies, management and general affairs of Philips, and assists the Board of Management and the Executive Committee with advice on general policies related to the activities of the company. In fulfilling their duties, the members of the Supervisory Board shall be guided by the interests of the company and its affiliated enterprise, taking into account the interests of its stakeholders.

    In the two-tier corporate structure under Dutch law, the Supervisory Board is a separate body that is independent of the Board of Management and the company. Its independent character is also reflected in the requirement that members of the Supervisory Board can be neither a member of the Board of Management nor an employee of the company. TheCurrently, the Supervisory Board considers all its members to be independent under the Dutch Corporate Governance Code. Furthermore, the members of its Audit Committee are independent under the rules of the US Securities and Exchange Commission, applicable to the Audit Committee.

    The Supervisory Board must approve certain important decisions of the Board of Management, including decisions concerning the operational, business and financial objectives of the company and the strategy designed to achieve these objectives, the issue, repurchase or cancellation of shares and major acquisitions or divestments. The Supervisory Board and its individual members each have a responsibility to request from the Board of Management, the Executive Committee and the external auditor all information that the Supervisory Board needs in order to be able to carry out its duties properly as a supervisory body.

    Please refer to the Rules of Procedure of the Supervisory Board, which are published on the company’s website, for a description of further responsibilities and tasks, as well as procedures for meetings, resolutions and minutes.

    In its report (included in the company’s Annual Report), the Supervisory Board describes the composition and functioning of the Supervisory Board and its committees, their activities in the financial year, the number of committee meetings held and the main items discussed. Please refer to Supervisory Board report. Please also refer to Supervisory Board for an overview of the current members of the Supervisory Board.

    Appointment and composition

    Members of the Supervisory Board are appointed by the General Meeting of Shareholders upon a binding recommendation drawn up by the Supervisory Board. This binding recommendation may be overruled by a resolution of the General Meeting of Shareholders adopted by a simple majority of the votes cast and representing at least one-third of the issued share capital. If a simple majority of the votes cast is in favor of the resolution to overrule the binding recommendation, but such majority does not represent at least one-third of the issued share capital, a new meeting may be convened. At this new meeting the resolution may be passed by a simple majority of the votes cast, regardless of the portion of the issued share capital represented by such majority. In the event that a binding recommendation has been overruled, a new binding recommendation shall be submitted to the General Meeting of Shareholders. If such second binding recommendation has been overruled, the General Meeting of Shareholders shall be free to appoint a board member.

    The term of appointment of members of the Supervisory Board expires at the closing of the General Meeting of Shareholders to be held after a period of four years following their appointment. There is no age limit requiring the retirement of board members.

    In line with the Dutch Corporate Governance Code, members of the Supervisory Board are eligible for re-appointment for a fixed term of four years once, and may subsequently be re-appointed for a period of two years, which appointment may be extended by at most two years. The report of the Supervisory Board must state the reasons for any re-appointment beyond an eight-year period.

    A (re-)appointment schedule for the Supervisory Board is published on the company’s website.

    Members of the Supervisory Board may be suspended or dismissed by the General Meeting of Shareholders in accordance with the Articles of Association. A resolution to suspend or dismiss a member of the Supervisory Board, other than a resolution proposed by the Supervisory Board, may only be adopted by a simple majority of the votes cast, representing at least one third of the issued share capital.

    Candidates for appointment to the Supervisory Board are selected taking into account the company’s Diversity Policy, which is published on the company’s website. The Supervisory Board’s composition furthermore follows the profile included in the Rules of Procedure of the Supervisory Board, and the size of the board may vary as it considers appropriate to support its profile. Please refer to Supervisory Board report by the Supervisory Board. Typically, newly appointed members of the Supervisory Board follow an induction program and interact with Executive Committee members for deep-dives on matters such as strategy, finance and investor relations, quality, governance, legal, sustainability and digitization.

    Effective 2022, Dutch law provides a mandatory gender quota, requiring that at least one-third of the Supervisory Board members are women and at least one-third men (for calculation purposes, a total number of board members that cannot be divided by three must be rounded up to the next number that can be divided by three). The quota is applicable to (i) the appointment of new Supervisory Board members, and (ii) the re-appointment of acting board members after eight years following their initial appointment. Except in certain exceptional circumstances, any appointment or re-appointment resulting in a Supervisory Board composition whichthat does not meet (or no longer meets) the quota, will be invalid (null and void).

    As announced on August 14, 2023, Philips and Exor N.V. entered into a relationship agreement on August 13, 2023, as a result of which Exor bought a 15% shareholding in the company. The relationship agreement with Exor includes Exor’s commitment to be a long-term minority investor and it's right to propose one member to the Supervisory Board. In this context, it is noted that, for as long as Exor has such nomination right pursuant to the relationship agreement, the independence exception of best practice provision 2.1.7(iii) of the Dutch Corporate Governance Code is deemed to apply to any Exor nominee that has been appointed upon such nomination in accordance with the Relationship Agreement. It is expected that the Supervisory Board will, upon Exor’s exercise of its right, submit a proposal for the appointment of the relevant nominee at the upcoming 2024 Annual General Meeting of Shareholders.

    Supervisory Board committees

    The Supervisory Board, while retaining overall responsibility, has assigned certain tasks to four committees: the Corporate Governance and Nomination & Selection Committee, the Remuneration Committee, the Audit Committee, and the Quality & Regulatory Committee. Each committee reports to the full Supervisory Board. Please refer to the charters of the respective committees, which are published on the company’s website as part of the Rules of Procedure of the Supervisory Board, for a description of their responsibilities, composition, meetings and working procedures.

    The Corporate Governance and Nomination & Selection Committee is responsible for preparing selection criteria and appointment procedures for members of the Supervisory Board, the Board of Management and the Executive Committee. The Committee makes proposals to the Supervisory Board for the (re)appointment of such members, and periodically assesses their functioning. The Committee also periodically assesses the Executive Committee succession planning and the Diversity Policy, and supervises the policy of the Executive Committee on the selection criteria and appointment procedures for Philips executives. At least once a year, the Committee reviews the corporate governance principles applicable to the company, and advises the Supervisory Board on any changes to these principles that it deems appropriate.

    The Remuneration Committee is responsible for preparing decisions of the Supervisory Board on the remuneration of individual members of the Board of Management and the Executive Committee. The Committee prepares an annual remuneration report, which is published on the company’s website by the Supervisory Board ahead of the Annual General Meeting of Shareholders. In performing its duties and responsibilities, the Remuneration Committee is assisted by an external consultant and an in-house remuneration expert.

    The Audit Committee assists the Supervisory Board in fulfilling its oversight responsibilities for: the integrity of the company’s financial statements; the financial and non-financial (ESG) reporting process;processes; the effectiveness (also in respect of the financial reporting process) of the system ofrisk management and internal controls and risk management;framework; the internal and external audit process; the internal and external auditor’s qualifications, independence and performance; as well as the company’s process for monitoring compliance with laws and regulations and the GBP (including related manuals, training and tools). It reviews the company’s annual and interim financial statements, including non-financial information, prior to publication and advises the Supervisory Board on the adequacy and appropriateness of internal control policies and internal audit programs and their findings. The Committee furthermore supervises the internal auditInternal Audit function, maintains contact with and supervises the external auditor and prepares the nomination of the external auditor for appointment by the General Meeting of Shareholders.

    The composition of the Audit Committee meets the relevant requirements under Dutch law and the applicable US rules. All of the members are considered to be independent and financially literate, and the Audit Committee as a whole has the competence relevant to the sector in which the company is operating. In addition, Liz Doherty is designated as an Audit Committee financial expert, as defined under the regulations of the US Securities and Exchange Commission. The Supervisory Board considers the expertise and experience available in the Audit Committee, in conjunction with the possibility to take advice from internal and external experts and advisors, to be sufficient for the fulfillment of the tasks and responsibilities of the Audit Committee.

    The Quality & Regulatory Committee has been established by the Supervisory Board in view of the central importance of the quality and (patient) safety of the company’s products, systems, services and software as well as the development, testing, manufacturing, marketing and servicing thereof, and the regulatory requirements relating thereto. The Quality & Regulatory Committee assists the Supervisory Board in fulfilling its oversight responsibilities in this area, whilstwhile recognizing that the Audit Committee assists the Supervisory Board in its oversight of other areas of regulatory, compliance and legal matters.

    12.5General Meeting of Shareholders

    Meetings

    The Annual General Meeting of Shareholders shall be held no later than six months after the end of the financial year. The agenda for the meeting typically includes: an advisory vote on the remuneration report; discussion of the Annual Report; the adoption of the financial statements; policy on additions to reserves and dividends; any proposed dividends or other distributions; discharge of the members of the Board of Management and the Supervisory Board; and any other matters proposed by the Supervisory Board, the Board of Management or shareholders in accordance with Dutch law and the Articles of Association.

    Shareholders’ meetings are convened by public notice via the company’s website, and registered shareholders are notified by letter or by electronic means of communication at least 42 days prior to the day of the relevant meeting. Shareholders who wish to exercise the rights attached to their shares in respect of a shareholders’ meeting are required to register for such meeting. Shareholders may attend a meeting in person, vote by proxy (via an independent third party) or grant a power of attorney to a third party to attend the meeting and vote on their behalf. Details on registration for meetings, attendance and proxy voting will be included in the notice convening the relevant meeting.

    Pursuant to Dutch law, the record date for the exercise of voting rights and rights relating to shareholders’ meetings is set at the 28th day prior to the day of the relevant meeting. Shareholders registered on such date are entitled to attend the meeting and to exercise the other shareholder rights (at the relevant meeting) notwithstanding any subsequent sale of their shares after the record date.

    In accordance with the Articles of Association and Dutch law, requests from shareholders for items to be included on the agenda will generally be honored, subject to the company’s rights to refuse to include the requested agenda item under Dutch law, provided that such requests are made in writing at least 60 days before a General Meeting of Shareholders to the Board of Management and the Supervisory Board by shareholders representing at least 1% of the company’s outstanding capital or, according to the official price list of Euronext Amsterdam, representing a value of at least EUR 50 million. Written requests may be submitted electronically and shall comply with the procedure stipulated by the Board of Management, which procedure is posted on the company’s website.

    Pursuant to Dutch law, shareholders requesting an item to be included on the agenda of a meeting have an obligation to disclose their full economic interest (i.e., long position and short position) to the company. The company has the obligation to publish such disclosures on its website.

    Main powers of the General Meeting of Shareholders

    The main powers of the General Meeting of Shareholders are:

    The company applies principle 4.1 of the Dutch Corporate Governance Code within the framework of the Articles of Association and Dutch law and in the manner described in this corporate governance report. All issued and outstanding shares carry voting rights and each share confers the right to cast one vote in a shareholders’ meeting. Pursuant to Dutch law, no votes may be cast at a General Meeting of Shareholders in respect of shares whichthat are held by the company. There are no special statutory rights attached to the shares of the company, and no restrictions on the voting rights of the company’s shares exist. Subject to certain exceptions provided by Dutch law and/or the Articles of Association, resolutions of the General Meeting of Shareholders are passed by an absolute majority of votes cast and do not require a quorum.

    Share capital;capital: issue and repurchase of (rights to) shares

    The authorized share capital of the company amounts to EUR 800 million, divided into 2 billion common shares with a nominal value of 20 eurocents each and 2 billion preference shares also with a nominal value of 20 eurocents each. On December 31, 2022,2023, the issued share capital amounted to EUR 177,863,016.40182,703,193.20 divided into 889,315,082913,515,966 common shares and no preference shares. All shares are fully paid-up. There are currently no limitations, either under Dutch law or the Articles of Association, to the transfer of the common shares.

    Only Euroclear shares are traded on Euronext Amsterdam. Only New York Registry Shares are traded on the New York Stock Exchange. Pursuant to article 10:138(2) of the Dutch Civil Code, the laws of the State of New York are applicable to the proprietary regime with respect to the New York Registry Shares, which proprietary regime includes the requirements for a transfer of, or the creation of an in rem right in, such New York Registry Shares. Euroclear shares and New York Registry Shares may be exchanged for each other.

    As per December 31, 2022,2023, approximately 89%90% of the common shares were held through the system of Euroclear Nederland (Euroclear shares) and approximately 11%10% of the common shares were represented by New York Registry Shares issued in the name of approximately 843820 holders of record. The latter include Cede & Co. Cede & Co acts as nominee for The Depository Trust Company, which holds the shares (indirectly) for individual investors as beneficiaries. Deutsche Bank Trust Company Americas is Philips’ New York transfer agent, registrar and dividend disbursing agent. Since certain shares are held by brokers and other nominees, these numbers may not be representative of the actual number of United States beneficial holders or the number of New York Registry Shares beneficially held by US residents.

    At the 20222023 Annual General Meeting of Shareholders, it was resolved to authorize the Board of Management, subject to the approval of the Supervisory Board, to issue shares or to grant rights to acquire shares in the company, as well as to restrict or exclude the pre-emption right accruing to shareholders up to and including November 9, 2023.8, 2024. This authorization is limited to a maximum of 10% of the number of shares issued as of May 10, 2022.9, 2023.

    In addition, at the 20222023 Annual General Meeting of Shareholders, it was resolved to authorize the Board of Management, subject to the approval of the Supervisory Board, to acquire shares in the company within the limits of the Articles of Association and within a certain price range up to and including November 9, 2023.8, 2024. The maximum number of shares the company may hold will not exceed 10% of the issued share capital as of May 10, 2022.9, 2023. The number of shares may be increased by 10% of the issued capital as of that same date in connection with the execution of share repurchase programs for capital reduction programs.

    12.6Annual financial statements and external audit

    The annual financial statements are prepared by the Board of Management and reviewed by the Supervisory Board upon the advice of its Audit Committee, taking into account the report of the external auditor. Upon approval by the Supervisory Board, the accounts are signed by all members of both the Board of Management and the Supervisory Board and are published together with the opinion of the external auditor. The Board of Management is responsible, under the supervision of the Supervisory Board, for the quality and completeness of such publicly disclosed financial reports. The annual financial statements are presented for discussion and adoption at the Annual General Meeting of Shareholders, to be convened subsequently.

    The external auditor is appointed by the General Meeting of Shareholders in accordance with the Articles of Association. Philips’ current external auditor, Ernst & Young Accountants LLP, was appointed by the General Meeting of Shareholders held on May 7, 2015, for a term of four years starting January 1, 2016, was re-appointed at the Annual General Meeting of Shareholders held on May 9, 2019 for a term of three years starting January 1, 2020, and was re-appointed at the Annual General Meeting of Shareholders held on May 10, 2022 for a term of one year starting January 1, 2023.2023, and was re-appointed at the Annual General Meeting of Shareholders held on May 9, 2023 for a term of one year starting January 1, 2024.

    PricewaterhouseCoopers Accountants N.V. was appointed at the Annual General Meeting of Shareholders held on May 9, 2023 as the company’s new external auditor for a term of four years starting January 1, 2025.

    European and Dutch law requires the separation of audit and certain non-audit services. The external auditor may only provide audit and audit-related services and is prohibited from providing any other services. This is reflected in the Auditor Policy, which is published on the company’s website. The policy is also in line with (and in some ways stricter than) applicable US rules, under which the appointed external auditor must be independent from the company both in fact and appearance.

    The Auditor Policy specifies certain audit services and audit-related services (also known as assurance services) that will or may be provided by the external auditor, and includes rules for the pre-approval by the Audit Committee of such services. Audit services must be pre-approved on the basis of the annual audit services engagement agreed with the external auditor. Proposed audit-related services may be pre-approved at the beginning of the year by the Audit Committee (annual pre-approval) or may be pre-approved during the year by the Audit Committee inwith respect ofto a particular engagement (specific pre-approval). The annual pre-approval is based on a detailed, itemized list of services to be provided, which is designed to ensure that there is no management discretion in determining whether a service has been approved, and to ensure that the Audit Committee is informed of each of the services it is pre-approving. Unless pre-approval with respect to a specific service has been given at the beginning of the year, each proposed service requires specific pre-approval during the year. Any annually pre-approved services where the fee for the engagement is expected to exceed pre-approved cost levels or budgeted amounts will also require specific pre-approval. The term of any annual pre-approval is 12 months from the date of the pre-approval unless the Audit Committee states otherwise. During 2022,2023, there were no services provided to the company by the external auditor whichthat were not pre-approved by the Audit Committee. 

    12.7Stichting Preferente Aandelen Philips

    Stichting Preferente Aandelen Philips, a Foundation (stichting) organized under Dutch law, has been granted the right to acquire preference shares in the capital of Royal Philips, as stated in the company’s Articles of Association. In addition, the Foundation has the right to file a petition with the Enterprise Chamber of the Amsterdam Court of Appeal to commence an inquiry procedure within the meaning of article 2:344 of the Dutch Civil Code.

    The object of the Foundation is to represent the interests of Royal Philips, the enterprises maintained by the company and its affiliated companies within the company’s group, in such a way that the interests of the company, these enterprises and all parties involved with them are safeguarded as effectively as possible, and that they are afforded maximum protection against influences which, in conflict with those interests, may undermine the autonomy and identity of Philips and those enterprises, and also to do anything related to the above ends or conducive to them. ThisThe Foundation's object includes the protection of Philips against (an attempt at) an unsolicited takeover or other attempt to exert (de facto) control of the company. The arrangement will allow Philips to determine its position in relation to the relevant third party (or parties) and its (their) plans, to seek alternatives and to defend the company’s interests and those of its stakeholders.

    The mere notification that the Foundation exercises its right to acquire preference shares will result in such shares being effectively issued. The Foundation may exercise this right for as many preference shares as there are common shares in the company outstanding at that time. No preference shares have been issued as of December 31, 2022.2023.

    The members of the self-electing Board of the Foundation are Messrs J.P. de Kreij, J.V. Timmermans, J. van der Veer and P.N. Wakkie. No Philips Supervisory Board or Board of Management members or Philips officers are represented on the board of the Foundation.

    Other protective measures

    Other than the arrangements made with the Foundation referred to above, the company does not have any measures whichthat exclusively or almost exclusively have the purpose of defending against unsolicited public offers for shares in the capital of the company. It should be noted that the Board of Management and the Supervisory Board remain under all circumstances authorized to exercise all powers vested in them to promote the interests of Philips.

    The company has issued certain corporate bonds, the provisions of which contain a ‘Change'Change of Control Triggering Event’Event' or a ‘Change'Change of Control Put Event’. Upon the occurrence of such events, the company might be required to offer to redeem or purchase any outstanding bonds at certain pre-determined prices. Please also refer to Debt. Furthermore, the Relationship Agreement entered into between the company and its long-term minority investor Exor N.V. (published on the company’s website) includes certain temporary lock-up obligations for Exor which fall away when any third party has ‘Acquired’ an ‘Interest’ of fifty percent (50%) or more in the company.

    12.8Major shareholders

    The Dutch Act on Financial Supervision imposes an obligation on persons holding certain interests to disclose (inter alia) percentage holdings in the capital and/or voting rights in the company when such holdings reach, exceed or fall below 3, 5, 10, 15, 20, 25, 30, 40, 50, 60, 75 and 95 percent (as a result of an acquisition or disposal by a person, or as a result of a change in the company’s total number of voting rights or capital issued). Certain derivatives (settled in kind or in cash) are also taken into account when calculating the capital interest. The statutory obligation to disclose capital interest relates not only to gross long positions, but also to gross short positions. Required disclosures must be made to the Dutch Authority for the Financial Markets (AFM) without delay. The AFM then notifies the company of such disclosures and includes them in a register, which is published on the AFM’s website. Furthermore, an obligation to disclose (net) short positions is set out in the EU Regulation on Short Selling.

    The AFM register shows the following notifications of substantial holdings and/or voting rights at or above the 3% threshold: Exor N.V.: substantial holding of 15.00% and 15.00% of the voting rights (August 13, 2023); BlackRock, Inc.: substantial holding of 5.75%5.08% and 7.45%6.56% of the voting rights (May 13, 2022)(December 1, 2023); T. Rowe PriceUBS Group Inc.:AG: substantial holding of 4.98%3.61% and 4.96%3.61% of the voting rights (September 1, 2023); Mondrian Investment Partners Limited: substantial holding of 3.02% and 3.02% of the voting rights (February 2,17, 2023); Artisan Investments GP LLC: substantial holding of 5.13%

    Philips common shares are also listed on the New York Stock Exchange and 5.13%registered under the Exchange Act. Pursuant to Sections 13(d) and 13(g) of the Exchange Act, any person or group of persons who, directly or indirectly, acquire or hold beneficial ownership of more than 5% of a covered class of equity securities of a listed issuer is required to publicly report their beneficial ownership by filing a Schedule 13D or 13G with the SEC. For the purposes of US reporting obligations, “beneficial ownership” of an equity security means that a person has or shares the power, directly or indirectly, to vote or direct the voting rights (May 5, 2022). of a security or dispose of or direct the disposition of a security.

    On January 29, 2021, BlackRock Inc. filed a Schedule 13G with the SEC indicating that, as of December 31, 2020, it beneficially owned 8.5% (77,552,149 shares) of the company’s common shares. On February 3, 2021, Wellington Management Group LLP, Wellington Group Holdings LLP, and Wellington Investment Advisors Holdings LLP jointly filed a Schedule 13G with the SEC indicating that, as of December 31, 2020, Wellington Management Group LLP, Wellington Group Holdings LLP and Wellington Investment Advisors Holdings LLP each beneficially owned 1.85% (16,883,298 shares) of the company’s common shares.

    On January 28, 2022, Blackrock Inc. filed a Schedule 13G with the SEC indicating that, as of December 31, 2021, it beneficially owned 7.2% (63,499,693 shares) of the company’s common shares.

    On January 25, 2023, Blackrock Inc. filed a Schedule 13G with the SEC indicating that, as of December 31, 2022, it beneficially owned 8.8% (78,533,730 shares) of the company’s common shares.

    On August 23, 2023, Exor N.V. and Giovanni Agnelli B.V. (which has a controlling equity interest in Exor) jointly filed a Schedule 13D with the SEC indicating that, as of August 14, 2023, they jointly beneficially owned 15.0% (139,297,503 shares) of the company’s common shares. On February 6, 2024, Blackrock, Inc. filed a Schedule 13G/A with the SEC indicating that, as of December 31, 2023, it beneficially owned 7.0% (64,219,051 shares) of the company’s common shares.

    12.9Corporate information

    The company began as a limited partnership with the name Philips & Co in Eindhoven, the Netherlands, in 1891, and was converted into the company with limited liability N.V. Philips’ Gloeilampenfabrieken on September 11, 1912. The company’s name was changed to Philips Electronics N.V. on May 6, 1994, to Koninklijke Philips Electronics N.V. on April 1, 1998, and to Koninklijke Philips N.V. on May 15, 2013.

    The majority of the shares in Royal Philips are held through the system maintained by the Dutch Central Securities Depository (Euroclear Nederland). In the past, Philips has also issued (physical) bearer share certificates ('Share Certificates'). A limited number of Share Certificates have not been surrendered yet, although the holders of Share Certificates are still entitled to a corresponding number of shares in Royal Philips. It is noted that, as a result of Dutch legislation that became effective perin July 2019, the relevant shares were registered in the name of Royal Philips by operation of law per January 1, 2021. Owners of Share Certificates will continue to be entitled to a corresponding number of shares, but may not exercise the rights attached to such shares until they surrender their Share Certificates. Owners of Share Certificates may come forward to do so and to receive a corresponding number of shares until January 1, 2026, at the latest. As per January 2, 2026, entitlements attached to the Share Certificates not surrendered will expire by operation of law. For more information, please contact the Investor Relations department by email (investor.relations@philips.com) or telephone (+31-20-59 77222).

    The statutory seat of the company is Eindhoven, the Netherlands, and the statutory list of all subsidiaries and affiliated companies, prepared in accordance with the relevant legal requirements (Dutch Civil Code, Book 2, articles 379 and 414), forms part of the notes to the consolidated financial statements and is deposited at the office of the Commercial Register in Eindhoven, the Netherlands (file no. 17001910). The executive offices of the company are located at the Philips Center, Amstelplein 2, 1096 BC Amsterdam, the Netherlands, telephone +31-20-59 77777.

    12.10Additional information

    Articles of association

    Set forth below is a summary of certain provisions of the Articles of Association of the company, applicable Dutch law and related company policies. This summary does not constitute legal advice regarding those matters and should not be regarded as such. 

    Object and purpose

    The objects of the company are to establish, participate in, administer and finance legal entities, companies and other legal forms for the purpose of the manufacture and trading of electrical, electronic, mechanical or chemical products, the development and exploitation of technical and other expertise, including software, or for the purpose of other activities, and to do everything pertaining thereto or connected therewith, including the provision of security in particular for commitments of business undertakings which belong to its group, all this in the widest sense, as may also be conducive to the proper continuity of the collectivity of business undertakings, in the Netherlands and abroad, which are carried on by the company and the companies in which it directly or indirectly participates. These objects can be found in Article 2 of the Articles of Association.

    Share Capital

    On December 31, 2022,2023, the issued share capital amounted to EUR 177,863,016.40182,703,193.20 divided into 889,315,082913,515,966 common shares and no preference shares.

    Voting rights

    All issued and outstanding shares carry voting rights and each share confers the right to cast one vote in a shareholders’ meeting. Pursuant to Dutch law, no votes may be cast at a General Meeting of Shareholders in respect of shares which are held by the company. There are no special statutory rights attached to the shares of the company and no restrictions on the voting rights of the company’s shares exist. Major shareholders do not have different voting rights than other shareholders.

    Dividends

    A dividend will first be declared on preference shares out of net income. The Board of Management has the power to determine what portion of the net income shall be retained by way of reserve, subject to the approval of the Supervisory Board. The remainder of the net income, after reservations made, shall be available for distribution to holders of common shares subject to shareholder approval after year-end.

    Liquidation rights

    In the event of the dissolution and liquidation of the company, the assets remaining after payment of all debts and liquidation expenses are to be distributed in the following order of priority: to the holders of preference shares, the amount paid thereon; and the remainder to the holders of the common shares.

    Preemptive rights

    Shareholders have a pro rata preferential right of subscription to any common share issuance unless the right is restricted or excluded. If designated by the General Meeting of Shareholders, the Board of Management has the power to restrict or exclude the preferential subscription rights. A designation of the Board of Management will be effective for a specified period of up to five years and may be renewed. Currently, the Board of Management has been granted the power to restrict or exclude the preferential right of subscription up to and including November 9, 2023.8, 2024. If the Board of Management has not been designated, the General Meeting of Shareholders has the power to restrict or exclude such rights, upon the proposal of the Board of Management, which proposal must be approved by the Supervisory Board. Resolutions by the General Meeting of Shareholders referred to in this paragraph require approval of at least two-thirds of the votes cast if less than half of the issued share capital is represented at the meeting.

    The foregoing provisions also apply to the issuance of rights to subscribe for shares.

    General Meeting of Shareholders

    The Annual General Meeting of Shareholders shall be held each year not later than the thirtieth day of June and, at the Board of Management’s option, in Eindhoven, Amsterdam, The Hague, Rotterdam, Utrecht or Haarlemmermeer (including Schiphol airport); the notice convening the meeting shall inform the shareholders accordingly. Without prejudice to applicable laws and regulations, the Board of Management may resolve to give notice to holders of its listed and traded via a stock exchange shares via the company’s website and/or by other electronic means representing a public announcement, which announcement remains directly and permanently accessible until the General Meeting of Shareholders. Holders of registered shares shall be notified by letter, unless the Board of Management resolves to give notice to holders of registered shares by electronic means of communication by sending a legible and reproducible message to the address indicated by the shareholder to the company for such purpose provided the relevant shareholder has agreed hereto.

    In principle, all shareholders are entitled to attend a General Meeting of Shareholders, to address the meeting and to vote, except for shares held in treasury by the company. They may exercise the aforementioned rights at a meeting only for the common shares which on the record date are registered in their name. The record date is published in the above announcement and is, pursuant to Dutch law, set as the 28th day prior to the day of the relevant meeting. Holders of registered shares must advise the company in writing of their intention to attend the General Meeting of Shareholders. Holders of shares listed and traded via a stock exchange who either in person or by proxy wish to attend the General Meeting of Shareholders, should notify ABN AMRO Bank N.V., which is acting as agent for the company. They must submit a confirmation by a participating institution, in which administration they are registered as holders of the shares, that such shares are registered and will remain registered in its administration up to and including the record date, whereupon the holder will receive an admission ticket for the General Meeting of Shareholders. Holders of shares who wish to attend by proxy have to submit the proxy at the same time. A participating institution is a bank or broker which, according to the Dutch Securities Depository Act (Wet giraal effectenverkeer), is an intermediary (intermediair) of the Dutch Central Securities Depository (Euroclear Nederland).

    In connection with the General Meeting of Shareholders, the company does not solicit proxies within the United States.

    The Articles of Association of the company provide that there are no quorum requirements to hold a General Meeting of Shareholders. Subject to certain exceptions provided by Dutch law and/or the Articles of Association, resolutions of the General Meeting of Shareholders are passed by an absolute majority of votes cast and do not require a quorum.

    Limitations on right to hold or vote Common Shares

    There are no limitations imposed by Dutch law or by the Articles of Association on the right of non-resident owners to hold or vote the Common Shares.

    Exchange controls

    Cash dividends paid in euros on Dutch registered shares and bearer shares may be officially transferred from the Netherlands and converted into any other currency without Dutch legal restrictions, except that for statistical purposes such payments and transactions must be reported to the Dutch Central Bank. Furthermore, no payments, including dividend payments, may be made to jurisdictions subject to sanctions adopted by the government of the Netherlands and implementing resolutions of the Security Council of the United Nations.

    The Articles of Association of the company provide that cash distributions on New York Registry Shares shall be paid in US dollars, converted at the rate of exchange on the stock market of Euronext Amsterdam at the close of business on the day fixed and announced for that purpose by the Board of Management.

    Significant differences in corporate governance practices

    The corporate governance rules established by the New York Stock Exchange (NYSE) allow Foreign Private Issuers, like Royal Philips, to follow home country practices on most corporate governance matters instead of those that apply to US domestic issuers, provided that they disclose any significant ways in which their corporate governance practices differ from those applying to listed US domestic issuers under the NYSE listing standards. The following paragraphs summarize what we believe to be the significant differences between certain Dutch practices on corporate governance matters and the corporate governance provisions applicable to US domestic issuers under the NYSE listing standards.

    Dutch corporate governance code

    The company is a company organized under Dutch law, with its Common Shares listed on Euronext Amsterdam, and is subject to the Dutch Corporate Governance Code of December 8, 201620, 2022 (the Dutch Corporate Governance Code). Philips’ New York Registry Shares, representing Common Shares of the company, are listed on the NYSE.

    Board structure

    The NYSE listing standards prescribe regularly scheduled executive sessions of non-executive directors. The company has a two-tier corporate structure consisting of a Board of Management consisting of executive directors under the supervision of a Supervisory Board consisting exclusively of non-executive directors. Members of the Board of Management and other officers and employees cannot simultaneously act as member of the Supervisory Board. The Supervisory Board must approve specified decisions of the Board of Management.

    Independence of members of our Supervisory Board

    The Dutch Corporate Governance Code sets forth certain best practices limiting the number of non-independent members of the Supervisory Board, and its committees. The Supervisory Board considers all its members to be independent under the Dutch Corporate Governance Code. The definitions of independence under the Dutch Corporate Governance Code, however, differ in their details from the definitions of independence under the NYSE listing standards. In some cases the Dutch requirements are stricter than the NYSE listing standards, and in other cases the NYSE listing standards are the stricter of the two. The members of the Audit Committee of the Supervisory Board are also independent under the NYSE listing standards.

    Committees of our Supervisory Board

    The company has established four committees, consisting of members of the Supervisory Board only: the Audit Committee, the Remuneration Committee, the Corporate Governance and Nomination & Selection Committee and the Quality & Regulatory Committee. The roles, responsibilities and composition of these committees reflect the requirements of the Dutch Corporate Governance Code, the company’s Articles of Association and Dutch law, which differ from the NYSE listing standards in these respects. The role of each committee is to advise the Supervisory Board and to prepare the decision-making of the Supervisory Board. In principle, the entire Supervisory Board remains responsible for its decisions even if such decisions were prepared by one of the Supervisory Board’s committees.

    The NYSE requires that, when an audit committee member of a listed US domestic issuer serves on four or more audit committees of public companies, the listed company should disclose (either on its website or in its Annual Report on Form 10-K) that the board of directors has determined that this simultaneous service would not impair the director’s service to the listed company. Dutch law does not require the company to make such a determination.

    In accordance with the procedures laid down in the Philips Auditor Policy and as mandatorily required by Dutch law, the external auditor of the company is appointed by the General Meeting of Shareholders on the proposal of the Supervisory Board, after the latter has been advised by the Audit Committee and the Board of Management.

    Equity compensation plans

    The company complies with Dutch legal requirements regarding shareholder approval of equity compensation plans for the members of the Board of Management. Dutch law does not require shareholder approval of certain equity compensation plans for which the NYSE listing standards would require such approval. The company is subject to a Dutch requirement to seek shareholder approval for equity compensation plans for its members of the Board of Management. 

    Code of business conduct

    The listing standards of the NYSE prescribe certain parameters for listed company codes of business conduct and ethics. The company has implemented the Philips General Business Principles, which are applicable to all employees, and a Financial Code of Ethics, which is applicable to all employees performing an accounting or financial function. Waivers granted to Senior (Financial) Officers (as defined in our Financial Code of Ethics) must be disclosed. In 20222023 the company did not grant any waivers of the Financial Code of Ethics.

    Related party transactions

    The NYSE listing standards require certain transactions with related parties to be reviewed by a company’s audit committee or another independent body of the board of directors for potential conflicts of interest, and for the audit committee or other independent body to prohibit such a transaction if it determines it to be inconsistent with the interests of the company and its shareholders. However, foreign private issuers can rely on home country practice with respect to review and approval of related party transactions. Philips has internal procedures in place to confirm that related party transactions are entered into at arm’s length and, if and to the extent required under Dutch law, to enable the Supervisory Board to assess the terms of significant related party transactions.

    New York Registry Shares

    Certain common shares of the company are registered in the register maintained by Deutsche Bank Trust Company Americas, as the New York transfer agent, registrar and dividend disbursing agent (the “New York Transfer Agent”), pursuant to a Transfer Agent Agreement, dated July 16, 2018, between the New York Transfer Agent and the company (such common shares, “New York Registry Shares”). As soon as practicable after receipt from the company, the New York Transfer Agent will provide holders of New York Registry Shares with a notice of any meeting or solicitation of consents or proxies with a notice prepared by the company stating (a) such information as is contained in such notice of meeting and any solicitation materials (or a summary thereof in English provided by the company), (b) that each registered holder at the close of business on the record date set by the company therefor will be entitled, subject to any applicable provisions of Dutch law and the Articles of Association, to exercise the voting rights pertaining to the New York Registry Shares, and (c) the manner in which such voting rights may be exercised. The New York Transfer Agent may, to the extent not prohibited by applicable law or by the requirements of the New York Stock Exchange, in lieu of distribution of the materials provided to it in connection with any meeting of, or solicitation of consents or proxies from, holders of common shares, distribute to the registered holders of New York Registry Shares a notice that provides such holders with, or otherwise publicizes to such holders, instructions on how to retrieve such materials or receive such materials upon request (i.e. by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials).

    Major shareholders as filed with SEC

    On February 5, 2020, BlackRock Inc. filed a Schedule 13G with the SEC indicating that, as of December 31, 2019, it beneficially owned 9.2% (82,571,656 shares) of the company’s common shares. On January 27, 2020, Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP and Wellington Management Company LLP jointly filed a Schedule 13G with the SEC indicating that, as of December 31, 2019, Wellington Management Group LLP, Wellington Group Holdings LLP and Wellington Investment Advisors Holdings LLP each beneficially owned 7.17% (64,327,165 shares) of the company’s common shares and Wellington Management Company LLP beneficially owned 6.80% (60,988,928 shares) of the company’s common shares.

    On January 29, 2021, BlackRock Inc. filed a Schedule 13G with the SEC indicating that, as of December 31, 2020, it beneficially owned 8.5% (77,552,149 shares) of the company’s common shares. On February 3, 2021, Wellington Management Group LLP, Wellington Group Holdings LLP, and Wellington Investment Advisors Holdings LLP jointly filed a Schedule 13G with the SEC indicating that, as of December 31, 2020, Wellington Management Group LLP, Wellington Group Holdings LLP and Wellington Investment Advisors Holdings LLP each beneficially owned 1.85% (16,883,298 shares) of the company’s common shares.

    On January 28, 2022, Blackrock Inc. filed a Schedule 13G with the SEC indicating that, as of December 31, 2021, it beneficially owned 7.2% (63,499,693 shares) of the company’s common shares.

    On January 25, 2023, Blackrock Inc. filed a Schedule 13G with the SEC indicating that, as of December 31, 2022, it beneficially owned 8.8% (78,533,730 shares) of the company’s common shares.

    Please also refer to Major shareholders.

    13Group financial statements

    Introduction

    Statutory financial statements

    This section ‘Group financial statements’ and the section 'Company Financial Statements' together contain the statutory financial statements of the company. These statements are subject to adoption by the company’s shareholders at the upcoming 2023 Annual General Meeting of Shareholders.

    Management report and statement

    13.1Controls and Procedures

    13.1.1Disclosure controls and procedures

    The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the design and operation of the company’s disclosure controls and procedures (as defined in Rules 13a15(e) and 15d15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by the Annual Report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective as of December 31, 2022.2023.

    13.1.2Management's annual report on internal control over financial reporting

    The Board of Management of Koninklijke Philips N.V. (Royal Philips) is responsible for establishing and maintaining an adequate system of internal control over financial reporting (as such term is defined in Rule 13a-15 (f) under the US Securities Exchange Act). Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with IFRS as issued by the IASB.

    Internal control over financial reporting includes maintaining records that, in reasonable detail, accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; providing reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use or disposition of company assets that could have a material effect on our financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected. Also, projections of any evaluation of the effectiveness of internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

    The Board of Management conducted an assessment of Royal Philips' internal control over financial reporting based on the “Internal Control Integrated Framework (2013)” established by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

    Based on the Board of Management’s assessment of the effectiveness of Royal Philips' internal control over financial reporting as of December 31, 2022,2023, it has concluded that, as of December 31, 2022,2023, Royal Philips' internal control over Group financial reporting is considered effective.

    13.1.3Attestation report of the registered public accounting firm

    The effectiveness of the Royal Philips’ internal control over financial reporting as of December 31, 2022,2023, as included in this section Group financial statements, has been audited by Ernst & Young Accountants LLP, an independent registered public accounting firm, as stated in their report which follows hereafter.

    13.1.4Changes in internal control over financial reporting

    There were no changes in our internal control over financial reporting during 20222023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

    13.2Reports of the independent auditor

    Management’s report on internal control over financial reporting is set out on Management's annual report on internal control over financial reporting. The report set out on Independent auditor’s report on internal control over financial reporting, is provided in compliance with standards of the Public Company Accounting Oversight Board in the US and includes an opinion on the effectiveness of internal control over financial reporting as at December 31, 2022, based on COSO criteria.

    Ernst & Young Accountants LLP (PCAOB ID: 1396) has also issued a report on the consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board in the US, which is set out on Independent auditor’s report on the consolidated financial statements.

    13.3Independent auditor’s report on internal control over financial reporting

    Report of Independent Registered Public Accounting Firm

    To: The Supervisory Board and Shareholders of Koninklijke Philips N.V.

    Opinion on Internal Control over Financial Reporting

    We have audited Koninklijke Philips N.V.’s internal control over financial reporting as of December 31, 2022,2023, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Koninklijke Philips N.V. (the company)Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022,2023, based on the COSO criteria.


      
    We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the companyCompany as of December 31, 20222023 and 2021,2022, the related consolidated statements of income, comprehensive income, cash flows and changes in equity for each of the three years in the period ended December 31, 2022,2023, and the related notes and our report dated February 21, 202320, 2024 expressed an unqualified opinion thereon.

    Basis for Opinion

    The company’sCompany’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying section ‘Management’s report on internal control’, of this Annual Report. Our responsibility is to express an opinion on the company’sCompany’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the companyCompany in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.



    We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.



    Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.


    Definition and Limitations of Internal Control over Financial Reporting

    A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.



    Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

    /s/ Ernst & Young Accountants LLP

    Amsterdam, the Netherlands
    February 21, 202320, 2024

    13.4Independent auditor’s report on the consolidated financial statements

    Report of Independent Registered Public Accounting Firm

    To: The Supervisory Board and Shareholders of Koninklijke Philips N.V.

    Opinion on the Financial Statements

    We have audited the accompanying consolidated balance sheets of Koninklijke Philips N.V. (Philips, or the Company) as of December 31, 20222023 and 2021,2022, the related consolidated statements of income, comprehensive income, cash flows and changes in equity for each of the three years in the period ended December 31, 2022,2023, and the related notes (collectively referred to as the group“group financial statements)statements”). In our opinion, the group financial statements present fairly, in all material respects, the financial position of the Company at December 31, 20222023 and 2021,2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022,2023, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

    We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2022,2023, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013“(2013 framework), and our report dated February 21, 202320, 2024 expressed an unqualified opinion thereon.

    Basis for Opinion

    These group financial statements are the responsibility of the Company‘s management. Our responsibility is to express an opinion on the Company‘s group financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the US federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

    We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the group financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the group financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the group financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the group financial statements. We believe that our audits provide a reasonable basis for our opinion.

    Critical audit matters

    The critical audit matters communicated below are matters arising from the current period audit of the group financial statements that were communicated or required to be communicated to the Audit Committee of the Supervisory Board and that: (1) relate to accounts or disclosures that are material to the group financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the group financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

    Revenue recognition – Sales relatedSales-related accruals
    Description of the Matter

    Primarily inIn the Personal Health businesses, the Company has sales promotion-related agreements with distributors and retailers whereby discounts and rebates are provided according tobased on the quantity of goods sold and promotional and marketing activities performed by distributors and retailers. The estimation of the sales relatedEstimating these sales-related accruals involve subjectiveinvolves management assumptions based on a combination of historical patterns and future expectations regarding which promotional targets that are expected to be met by distributors and retailers. We identified a fraud risk related to the estimation of the sales relatedcertain sales-related accruals, specifically rebates that are non-contractual in nature, through inappropriate estimations. Further reference is madeRefer to Note 6, Income from operations, section Sales composition and disaggregation, as included in the group financial statements.

    disaggregation.


    Auditing the Company’s measurement of sales relatedsales-related accruals iswas complex because the calculation involves subjective management assumptions around the extent to which promotional or marketing targets will be met by distributors and retailers and the related non-contractual rebates that will be owed.

    How We Addressed the Matter in Our Audit

    We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s controls that address the risks of material misstatement relating to measurement for sales relatedthese sales-related accruals. This included testing controls relating to management’s verification that salesreview of key assumptions related accruals have been reviewed and underlying assumptions were based on management’s best estimate.to non-contractual sales-related accruals.


    WeWith respect to the sales-related accruals, we evaluated management’s assumptions by performing, among other procedures, a retrospective review of actual settlements of prior period sales-related accruals. Additionally, we made inquiries of sales related accruals, confirmedpersonnel regarding the agreed uponextent to which promotional or marketing targets will be met by distributors and retailers. We also requested external confirmation from end customers in order to verify the terms and conditions for a sample of contracts and performed cut off testing through assessing the sales promotions obligations around year-end.

    conditions.


    We also assessedevaluated the adequacy of the sales relatedsales-related accruals disclosures as included in the group financial statements.

    Valuation of Goodwill for Cash Generating Unit Sleep & Respiratory Care
    Description of the Matter

    Goodwill is allocated to Cash Generating Units (CGUs) which management tests for impairment annually and whenever impairment indicators require. Further reference is made toAs more fully described in Note 11, Goodwill, as included ingoodwill is allocated to groups of cash-generating units (CGUs) and tested for impairment at the group financial statements.

    In 2022, an impairment of EUR 1,331 million was recorded onbusiness level (one level below segment level), which represents the Goodwill oflowest level at which the goodwill is monitored internally for management purposes. Management applied certain considerations for the CGU Sleep & Respiratory Care (S&RC). Management revised during 2023. Specifically, in performing the expected future cashflows ofimpairment tests for the CGU S&RC, it was necessary for management to reflectmake assumptions related toregarding the estimated impact of the proposed Respironics consent decree that is currently under discussion on the S&RC business in the upcoming years, along with updates to expected business performance, and changes to the pre-tax discount rate following macro-economic developments.decree. As of December 31, 2022,2023, the total carrying value of goodwill allocated to CGU S&RC amounted to EUR 731687 million.


    Auditing the calculation of the recoverable amount for CGU S&RC iswas complex, given the significant judgment and estimation uncertainty related to assumptions in the model used to determine whether the recoverable amount (value-in-use) of the CGU S&RC iswas appropriate. The most significant assumptions used within the model to support the recoverable amount of the CGU S&RC arewere sales growth rates, pre-tax discount rate, EBITA in the terminal value, pre-tax discount rate, and the scope and durationestimated impact of the proposed Respironics consent decree that is currently under discussion.decree.

    How We Addressed the Matter in Our Audit

    We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over management’s goodwill impairment review process related to the CGU S&RC. This includes controls over management’s review and approval of the significant assumptions, controls over the mathematical accuracy of the calculation and the appropriateness of the valuation models used. For example, we tested controls over management’s review and determination of sales growth, EBITA, pre-tax discount rate, EBITA in the terminal value and the scope and durationestimated impact of the proposed Respironics consent decree that is currently under discussion.decree.


    We assessed and tested the assumptions used by management in its valuation model for the CGU S&RC by comparing the assumptions to external data such as industrial sales growth rates and discount rates, and we performed sensitivity analyses over these key assumptions. We were assisted in our evaluation of the discount rate by EY valuation specialists. Further, we corroborated the assumptions of the consent decree, that is currently under discussion, including the scope and durationestimated impact to the underlying legal documentation. Additionally, to test the data used by management, we compared the cash flow projections used in the valuation model of the recoverable amount to the information approved by the Executive CommitteeBoard of Management and have evaluated the historical accuracy of management’s estimates, that drive the assessment, such as business plans and expected growth rates. We gained an understanding of the developments of the performance and corroborated if they are in line with forecasted figures.


    We also assessedevaluated the adequacy of management’s disclosure around goodwill as included in the group financial statements.

    Measurement and disclosure of the Respironics field action provision related to Sleep & Respiratory Care products
    Description of the Matter

    The Company recognized a provision based on management’s best estimate of the costs to replace, repair, or refund devices subject to the Respironics field action, initiated in 2021. As more fully described in Note 19, Provisions, the Respironics field action provision amounted to EUR 334 million as of December 31, 2023.

    Auditing the Respironics field action provision was complex as it required significant judgment applied by management. Significant assumptions used to determine the provision related to quantity of devices remaining in the recall and the estimated mix of replacement, repair or refund remediation approaches.

    How We Addressed the Matter in Our Audit

    We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s controls relating to the Respironics field action recall provision calculation and utilization. For example, we tested the management review controls over the completeness, the utilization and mathematical accuracy of the provision. 


    Our audit procedures included, among others, the assessment of the significant assumptions and data used by management in its calculation model for the Respironics field action provision. For example, we tested the quantities through obtaining third-party confirmations for quantities registered for remediation as of December 31, 2023. We assessed the reasonableness of management’s remediation mix through inspection of communication with customers, which indicated their preferred remediation method. We also performed sensitivity analyses over the estimated mix incorporated into the provision. In addition, we obtained information used by management in estimating refund amounts and compared these to historical sales prices. We also inspected the communication with regulatory authorities regarding the expected terms of the consent decree and held discussions with management on the recall process as well as the ongoing cooperation with the Department of Justice, representing the United States Food and Drug Administration. In addition, we performed procedures to test the utilization of the field action provision during the year through a combination of analytical procedures and agreeing transactions to source documentation.


    We further evaluated the adequacy of the disclosures as included in the group financial statements.

    Measurement of provisions and disclosures for legal claims, litigations and contingent liabilities

    Description of the Matter

    The Company and certain of its group companies and former group companies are involved as a party in legal proceedings, including regulatory and other governmental proceedings, as well as being investigated by governmental authorities for alleged non-compliance with laws and regulations. As more fully described in Note 19, Provisions, and Note 24, Contingencies, this includes legal claims and litigation related to the Respironics field action, and discussions with and information provided to the 

    Securities and Exchange Commission (SEC) and Department of Justice (DOJ)(DoJ) regarding alleged tender irregularities in China, Bulgaria and Brazil. ongoing investigations.


    In Note 24, the Company has disclosed present obligations with a probable outflow of economic resources where the amount cannot be reliably estimated, as well as certain possible obligations arising from past events.

    The Company recognizes provisions for legal claims and litigation when it has a present obligation, it is probable that an outflow of economic benefits will be required to settle the obligation and the amount can be estimated reliably. TheAt December 31, 2023, the provision balance recorded for these obligations is EUR 487 million. A significant portion of this balance is derived from a settlement in relation to the economic loss class action complaint in the United States (US) for which the Company has disclosed in Note 24 present obligations withrecorded a probable outflowprovision of economic resources where the amount cannot be reliably estimated, as well as certain possible obligations arising from past events. EUR 575 million.


    Auditing the provisions for legal claims and litigation, and the disclosure for provisions and contingent liabilities, iswas complex and judgmental due to the difficultysubjectivity applied by management in predicting the outcome of the matters and estimating the potential impact if the outcomes are unfavorable and the amounts involved are, or can be, material to the group financial statements as a whole. Specifically as it relates to the economic loss class action in the US, the final cost of the settlement may vary based on, among other things, how many patients and other settlement class members participate in the settlement.

    How We Addressed the Matter in Our Audit

    We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s internal controls around the identification and evaluation of legal claims, litigation and investigations, and the recording and continuous re-assessment of the related provisions, contingent liabilities, and disclosures. For example, as it relates to the economic loss class action settlement, we tested management’s review over key assumptions in the provision calculation, such as the number of patients and other settlement class members expected to participate in the settlement.


    To evaluate the potential impact of allegations and test the Company’s estimate of provisions for legal claims and litigation and the disclosure for provisions and contingent liabilities, we discussed the allegations with both internal and external legal counsel and requested confirmation letters from in-house legal counsel and external legal counsel involved in these matters. We also discussed the allegations with the Company’s finance department, inspected relevant correspondence with authorities, and inspected the minutes of the meetings of the Audit Committee, Supervisory Board, Board of Management and Executive Committee. For claims settled during the year, we read the related settlement agreements and agreed the cash payments, as appropriate.


    Specifically related to ongoing investigations into alleged non-compliance with laws and regulations, we were supported by forensic specialists and legal specialists to assist us in in assessing certain technical aspects of the alleged non-compliance matters, legal claims, and litigation. To assess the completeness of the provisions and contingent liabilities, we reviewed publicly available information, such as press releases, notifications issued by regulatory bodies, media reports and publications. Related to the economic loss class action settlement, we tested the accuracy of input data such as quantities registered, for which a significant portion is derived from the Respironics recall program. We also obtained the settlement agreement and agreed the terms and conditions to the key inputs used to record the provision.


    We also assessedevaluated the adequacy of the Company’s disclosure for provisions for legal claims and litigation, and contingent liabilities, as included in the group financial statements.

    Measurement and disclosureRecognition of deferred tax assets in the Respironics field action provision related to Sleep & Respiratory Care productsUnited States
    Description of the Matter

    As more fully described in Note 19,8, ProvisionsIncome taxes, the Respironics field action provision amounted to EUR 390 million as ofat December 31, 2022.2023, the Company had net deferred tax assets of EUR 1,676 million which were recognized in respect of entities in countries where there have been tax losses in the current or preceding period, primarily the United States (US).


    Deferred tax assets (‘DTA’) are recognized to the extent that it is probable that there will be future taxable profits against which these can be utilized.
    Determining the Respironics field action provision is complex and requireswhether such taxable profits are probable involves significant judgment, by management. Significantwhich includes but is not limited to, the availability and timing of reversal of offsetting deferred tax liabilities, the projection of available future tax profits and the expected period of recovery.


    Auditing the recognition of deferred tax assets in the US was complex because it involved significant judgment and management
    assumptions related to projections used to determine future taxable income, which was derived from the provision relate toCompany’s strategic plan, and estimation uncertainty in determining the estimated total quantityexpected period of devices remaining and the replacement share.recovery.

    How We Addressed the Matter in Our Audit

    We obtained an understanding, evaluated the design, and tested the operating effectiveness of the Company’s controls relating to the Field Action provision calculation and utilization. This included testing controls relating to management’s review of the provision, including the determination of significant assumptions. Further, we tested the controls over the completeness,recognition of deferred tax assets in the utilizationUS. This included controls over management’s process related to the assessment of the model used to project future taxable income, the assumptions used in the income projections, and controls over the mathematical accuracy of the provision.   calculation.

    Our audit
    We performed
    procedures included, among others,to test the projections of future taxable income, based on the Company’s strategic plan, including assessment of the significanthistorical accuracy of management’s forecasting assumptions and data used by management in its calculation model forsensitivity analyses. With the Respironics field action provision. For example,assistance of our tax professionals we assessed the estimated quantitiesreasonableness of the devices through obtaining third party confirmations for quantities already registered for remediation asexpected period of December 31, 2022, as well as corroboratedrecovery by analysing the remaining quantity estimate by evaluating the trend analysistiming and right of registrations over time. We corroborated the reasonabilityoffset of the replacement share and performed procedures over historical accuracy. In our assessment we considered the contracted repair capacity, the upgraded in-house production capacity, and management’s internal and external communication. certain deferred tax assets with deferred tax liabilities.

    We also performed an analysis of the significant assumptions to evaluate the sensitivity of the provision. In addition, we inspected the communication with regulatory authorities regarding the identified quality issues and held discussions with management on the recall process, capacity considerations as well as the ongoing cooperation with the United States Food and Drug Administration. We have audited the utilization of the Respironics field action provision through a combination of analytical procedures and detailed testing procedures.


    We further assessed
    evaluated the adequacy of themanagement’s disclosures around deferred tax assets as included in the group financial statements.

    /s/ Ernst & Young Accountants LLP

    We have served as the Company‘s auditor since 2016.

    Amsterdam, the Netherlands
    February 21, 202320, 2024

    13.5Consolidated statements of income

    Philips Group

    Consolidated statements of income

    in millions of EUR

    For the year ended December 31

    202020212022202120222023
    Sales617,31317,15617,82717,15617,82718,169
    Cost of sales(9,493)(9,988)(10,633)(9,988)(10,633)(10,721)
    Gross margin7,8207,1687,1947,1687,1947,448
    Selling expenses(4,054)(4,258)(4,609)(4,258)(4,621)(4,524)
    General and administrative expenses(630)(599)(671)(599)(671)(608)
    Research and development expenses(1,822)(1,806)(2,103)(1,806)(2,091)(1,890)
    Impairment of goodwill11(144)(15)(1,357)(15)(1,357)(8)
    Other business income6122186127186127112
    Other business expenses6(29)(123)(109)(123)(109)(645)
    Income from operations61,264553(1,529)553(1,529)(115)
    Financial income7158149581495863
    Financial expenses7(202)(188)(258)(188)(258)(376)
    Investments in associates, net of income taxes(9)(4)(2)(4)(2)(98)
    Income before taxes1,211509(1,731)509(1,731)(526)
    Income tax expenses8(212)103113
    Income tax (expense) benefit810311373
    Income from continuing operations999612(1,618)612(1,618)(454)
    Discontinued operations, net of income taxes31962,711132,71113(10)
    Net income1,1953,323(1,605)3,323(1,605)(463)
        
    Attribution of net income:    
    Net income attributable to shareholders of Koninklijke Philips N.V.1,1873,319(1,608)3,319(1,608)(466)
    Net income attributable to non-controlling interests843432

    Philips Group

    Earnings per common share attributable to shareholders of Koninklijke Philips N.V.

    in EUR

    202020212022202120222023
    Basic earnings per common share attributable to shareholders of Koninklijke Philips N.V.    
    Basic earnings per common share attributable to shareholders of Koninklijke Philips N.V. 1)  
    Income from continuing operations1.090.67(1.84)0.64(1.76)(0.50)
    Net income 1.313.67(1.82)3.52(1.75)(0.51)
         
    Diluted earnings per common share attributable to shareholders of Koninklijke Philips N.V.    
    Diluted earnings per common share attributable to shareholders of Koninklijke Philips N.V. 1)  
    Income from continuing operations 1.080.67(1.84)0.64(1.76)(0.50)
    Net income 1.293.65(1.82)3.50(1.75)(0.51)
    1)Per share calculations have been adjusted retrospectively for all periods presented to reflect the issuance of shares for the share dividend in respect of 2022.

    Amounts may not add up due to rounding.

    13.6Consolidated statements of comprehensive income

    Philips Group

    Consolidated statements of comprehensive income

    in millions of EUR

    For the year ended December 31

    202020212022202120222023
        
    Net income for the period1,1953,323(1,605)3,323(1,605)(463)
        
    Pensions and other-post employment plans:20    
    Remeasurement, before tax51134101134101(26)
    Income tax effect on remeasurements8(12)(21)(20)(21)(20)3
        
    Financial assets fair value through OCI:    
    Net current-period change, before tax-(39)(32)(39)(32)(20)
    Income tax effect on net current-period change-1113
    Total of items that will not be reclassified to Income Statement3974497449(40)
        
    Currency translation differences:    
    Net current period change, before tax(1,040)1,0787481,078748(579)
    Income tax effect on net current-period change81(5)2(5)2-
    Reclassification adjustment for (gain) loss realized36-36-(26)
    Reclassification adjustment for (gain) loss realized, in discontinued operations6969  
    Cash flow hedges:    
    Net current-period change, before tax69(52)(29)(52)(29)29
    Income tax effect on net current-period change8(17)18(10)18(10)(2)
    Reclassification adjustment for (gain) loss realized(6)(14)63(14)63(19)
    Total of items that are or may be reclassified to Income Statement(992)1,1297741,129774(597)
        
    Other comprehensive income for the period(953)1,2038231,203823(637)
        
    Total comprehensive income for the period2424,527(782)4,527(782)(1,100)
        
    Total comprehensive income attributable to:  
    Total comprehensive income (loss) attributable to:  
    Shareholders of Koninklijke Philips N.V.2354,520(786)4,520(786)(1,101)
    Non-controlling interests674741

    Amounts may not add up due to rounding.

    13.7Consolidated balance sheets

    Amounts may not add up due to rounding.

    Philips Group

    Consolidated balance sheets

    in millions of EUR unless otherwise stated

    As of December 31

    2021202220222023
        
    Non-current assets    
    Property, plant and equipment 1022,6992,6382,6382,483
    Goodwill11210,63710,23810,2389,876
    Intangible assets excluding goodwill1223,6503,5263,5263,190
    Non-current receivables16224279279193
    Investments in associates5426537537381
    Other non-current financial assets13630660660619
    Non-current derivative financial assets282443
    Deferred tax assets82,2162,4492,4492,627
    Other non-current assets14129989893
    Total non-current assets20,61320,42920,42919,466
        
    Current assets    
    Inventories153,4504,0494,0493,491
    Other current financial assets13211113
    Other current assets14493490490500
    Current derivative financial assets286112312345
    Income tax receivable180222222220
    Current receivables25163,7874,1154,1153,733
    Assets classified as held for sale371777779
    Cash and cash equivalents292,3031,1721,1721,869
    Total current assets10,34710,25910,2599,940
    Total assets30,96130,68830,68829,406
        
    Equity17    
    Shareholders' equity14,43813,24913,24912,028
    Common shares177178178183
    Capital in excess of par value 4,6465,0255,0255,827
    Reserves7481,4881,488879
    Other8,8686,5586,5585,139
    Non-controlling interests1736343433
    Group equity14,47513,28313,28312,061
        
    Non-current liabilities    
    Long-term debt 186,4737,2707,2707,035
    Non-current derivative financial liabilities28119443
    Long-term provisions20191,3151,0971,0971,035
    Deferred tax liabilities883919171
    Non-current contract liabilities22446515515469
    Non-current tax liabilities 8544435435390
    Other non-current liabilities2256606054
    Total non-current liabilities9,0379,4719,4719,058
        
    Current liabilities    
    Short-term debt 18506931931654
    Current derivative financial liabilities288320720740
    Income tax payable128404083
    Accounts payable251,8721,9681,9681,917
    Accrued liabilities211,7841,6261,6261,887
    Current contract liabilities221,4911,6961,6961,809
    Short-term provisions20199981,0181,0181,463
    Dividend payable-11
    Liabilities directly associated with assets held for sale1--9
    Other current liabilities22587448448414
    Total current liabilities7,4507,9347,9348,287
    Total liabilities and group equity30,96130,68830,68829,406

    13.8Consolidated statements of cash flows

    Amounts may not add up due to rounding.

    13.8Consolidated statements of cash flows

    Philips Group

    Consolidated statements of cash flows

    in millions of EUR

    For the year ended December 31

    202020212022202120222023
    Cash flows from operating activities    
    Net income (loss)1,1953,323(1,605)3,323(1,605)(463)
    Results of discontinued operations, net of income tax(196)(2,711)(13)(2,711)(13)10
    Adjustments to reconcile net income to net cash provided by (used for) operating activities:    
    Depreciation, amortization, and impairment of assets1,4621,3231,6021,3231,6021,261
    Impairment of goodwill 144151,357151,3578
    Share-based compensation112108951089588
    Net loss (gain) on sale of assets(1)55(115)55(115)(71)
    Interest income(13)(18)(25)(18)(25)(46)
    Interest expense on debt, borrowings, and other liabilities159152226152226255
    Investments in associates, net of income taxes941124112107
    Income taxes212(103)(113)(103)(113)(71)
    Decrease (increase) in working capital(98)(401)(862)(401)(862)913
    Decrease (increase) in receivables and other current assets92(39)(342)(39)(342)298
    Decrease (Increase) in inventories(578)(581)(572)(581)(572)257
    Increase (decrease) in accounts payable, accrued and other current liabilities3872195221952358
    Decrease (increase) in non-current receivables and other assets(9)(46)1(46)1(33)
    Increase (decrease) in other liabilities5033(84)33(84)(38)
    Increase (decrease) in provisions19(91)427(199)427(199)422
    Other items96(164)(39)(164)(39)129
    Interest received131715171553
    Interest paid(148)(151)(205)(151)(205)(250)
    Dividends received from investments in associates41412141213
    Income taxes paid(390)(249)(333)(249)(333)(152)
    Net cash provided by (used for) operating activities2,5111,629(173)1,629(173)2,136
    Cash flows from investing activities    
    Net capital expenditures(876)(729)(788)(729)(788)(554)
    Purchase of intangible assets(114)(107)(105)(107)(105)(96)
    Expenditures on development assets(296)(259)(257)(259)(257)(203)
    Capital expenditures on property, plant and equipment(485)(397)(444)(397)(444)(345)
    Proceeds from sales of property, plant and equipment193318331890
    Net proceeds from (cash used for) derivatives and current financial assets23(13)48(72)48(72)(46)
    Purchase of other non-current financial assets23(131)(124)(116)(124)(116)(92)
    Proceeds from other non-current financial assets2365124781247848
    Purchase of businesses, net of cash acquired45(317)(3,098)(712)(3,098)(712)(73)
    Net proceeds from sale of interests in businesses, net of cash disposed410712410712480
    Net cash provided by (used for) for investing activities(1,267)(3,672)(1,487)(3,672)(1,487)(636)
    Cash flows from financing activities    
    Proceeds from issuance (payments on) short-term debt1816(25)47
    Principal payments on current portion of long-term debt18(298)(302)(1,472)
    Proceeds from issuance of long-term debt181,065762,516
    Proceeds from issuance (payments on) short-term debt1823(25)4729
    Principal payments on current portion of long-term debt1823(302)(1,472)(754)
    Proceeds from issuance of long-term debt1823762,516544
    Re-issuance of treasury shares4623122312 
    Purchase of treasury shares(343)(1,636)(187)
    Purchase of treasury shares17(1,636)(187)(662)
    Dividends paid to shareholders of Koninklijke Philips N.V.(1)(482)(412)(482)(412)(2)
    Dividends paid to shareholders of non-controlling interests(2)(6)(2)(6)(3)
    Net cash provided by (used for) financing activities483(2,347)500(2,347)500(848)
    Net cash provided by (used for) continuing operations1,727(4,390)(1,160)(4,390)(1,160)652
    Net cash provided by (used for) discontinued operations31293,403(12)3,403(12)123
    Net cash provided by (used for) continuing and discontinued operations1,856(986)(1,172)(986)(1,172)776
    Effect of changes in exchange rates on cash and cash equivalents(55)65416541(79)
    Cash and cash equivalents at the beginning of the period1,4253,2262,3033,2262,3031,172
    Cash and cash equivalents at the end of the period3,2262,3031,1722,3031,1721,869

    Amounts may not add up due to rounding.

    13.9Consolidated statements of changes in equity

    Philips Group

    Consolidated statements of changes in equity

    in millions of EUR

    For the year ended December 31

     

    Common shares

    Capital in excess of par value

     

    Common shares

    Capital in excess of par value

    Fair value through OCI

    Cash flow hedges

    Currency translation differences

     

    Retained earnings

    Treasury shares 

     

    Total shareholders' equity

    Non-controlling interests

    Group equity

       Reserves Other    
                 
    Balance as of January 1, 202020211793,671(303)(24)9788,296(201)12,5972812,625
    Total comprehensive income (loss)-46(1,036)1,2252356242
    Dividend distributed4754(782)(25)(2)(26)
    Minority Buy-out(1)(1)
    Transfer of gain on disposal of equity investments at FVTOCI to retained earnings(2)2--
    Purchase of treasury shares-(130)(130)(130)
    Re-issuance of treasury shares-(146)71612323
    Forward contracts(793)(126)(920)(920)
    Share call options24(55)(31)(31)
    Cancellation of treasury shares(1)(151)152
    Share-based compensation plans116116116
    Income tax share-based compensation plans444
    Balance as of December 31, 20201824,400(305)23(58) 7,828(199) 11,8703111,901
    Total comprehensive income (loss)(39)(48)1,175 3,432 4,52074,527
    Dividend distributed1290 (773) (482)(2)(484)
    Minority Buy-out  --
    Transfer of gainresult on disposal of equity investments at FVTOCI to retained earnings - --
    Purchase of treasury shares -(758) (757)(757)
    Re-issuance of treasury shares-(150) 18143 1111
    Forward contracts 48(869) (821)(821)
    Share call options 12(21) (9)(9)
    Cancellation of treasury shares(7) (1,221)1,228 
    Share-based compensation plans110  110110
    Income tax share-based compensation plans(4)  (4)(4)
    Balance as of December 31, 20211774,646(344)(25)1,117 9,344(476) 14,4383614,475
    Total comprehensive income (loss)(32)23749 (1,527) (786)4(782)
    Dividend distributed3326 (741) (412)(6)(418)
    Minority Buy-out--
    Transfer of gainresult on disposal of equity investments at FVTOCI to retained earnings(1) 1 --
    Purchase of treasury shares -(24) (24)(24)
    Re-issuance of treasury shares(43) (28)77 77
    Forward contracts 76(140) (64)(64)
    Share call options 5(12) (6)(6)
    Cancellation of treasury shares(2) (298)299 
    Share-based compensation plans95  9595
    Income tax share-based compensation plans1  11
    Balance as of December 31, 20221785,025(376)(2)1,866 6,832(275) 13,2493413,283
    Total comprehensive income (loss)(17)8(604)(488)(1,101)1(1,100)
    Dividend distributed8741(816)(68)(3)(70)
    Transfer of result on disposal of equity investments at FVTOCI to retained earnings4(4)--
    Purchase of treasury shares---
    Re-issuance of treasury shares(29)(24)54--
    Forward contracts465(608)(143)(143)
    Share call options--
    Cancellation of treasury shares(3)(563)566
    Share-based compensation plans888888
    Income tax share-based compensation plans222
    Balance as of December 31, 20231835,827(390)61,2635,402(262)12,0283312,061

    Amounts may not add up due to rounding.

    13.10Notes to the Consolidated financial statements

     

    1General information to the Consolidated financial statements

    Reporting entity and its operations

    Koninklijke Philips N.V. (‘Royal Philips’), incorporated and domiciled in the Netherlands, is a public limited liability company organized under Dutch Law. Philips is headquartered in Amsterdam, the Netherlands and has its registered address at High Tech Campus 52, 5656 AG Eindhoven, the Netherlands. The consolidated financial statements of Royal Philips as of December 31, 20222023 comprise Royal Philips and its subsidiaries (together referred to as the 'company’ or ‘Philips’ or the 'Group’). Philips is a leading health technology company primarily involved in diagnostic imaging, image-guided therapy, patient monitoring and health informatics, as well as in consumer health and home care.

    Basis of preparation

    The Consolidated financial statements are:

    • prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union (EU) and comply with the statutory provisions of Part 9, Book 2 of the Dutch Civil Code. All standards and interpretations issued by the International Accounting Standards Board (IASB) and the IFRS Interpretations Committee effective 20222023 have been endorsed by the EU; consequently, the accounting policies applied by Philips also comply with IFRS as issued by the IASB. These accounting policies have been applied by group entities;
    • authorized for issue by the Board of Management of Royal Philips on February 21, 2023;19, 2024;
    • prepared under the historical cost convention, unless otherwise indicated;
    • prepared on a going concern basis;
    • presented in euro, which is the presentation currency;
    • rounded to the nearest million euro unless stated otherwise;
    • subject to rounding, whereby amounts may not add up precisely to the totals provided.
    Accounting estimates and judgments

    The preparation of financial statements requires management to make a number of estimates and judgments that affect the application of accounting policies and the reporting amounts of assets and liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. Amounts recognized are based on factors that are by default associated with uncertainty. Actual results may therefore differ from estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revision to estimates are recognized prospectively. Where applicable, the estimates and judgments of specific financial statement items are described in the respective note to the consolidated financial statements.

    The areas involving a higher degree of judgment and complexity in applying accounting principles and for which changes in the assumptions and estimates could result in significantly different results than those recorded in the consolidated financial statements are the following:

    The company regularly updates its significant assumptions and estimates to support the reported amounts of assets, liabilities, income and expenses. In relation to areas of judgment and estimates as disclosed in the accounting policies, those which are primarily impacted by the macroeconomic environment include impairment testing, valuation of inventories, valuation of deferred tax balances, measurement of financial instruments and the determination of fair values (for example fair values of acquired identifiable intangible assets, contingent considerations and certain investments).

    In preparing the consolidated financial statements management has considered the impact of climate change, specifically the financial impact of Philips meeting its internal and external climate related aims, the potential impact of climate related risks and the costs incurred to pro-actively manage such risks. These considerations did not have a material impact on the financial reporting judgments, estimates or assumptions. The specific financial impacts considered include, for example: specific climate mitigation measures, such as the use of lower carbon energy sources, the costs of developing more sustainable product offerings and expenses incurred to mitigate against the impact of extreme weather conditions. Philips uses 100% electricity from renewable sources, mainly through long-term Power Purchase Agreements thereby mitigating the impact of carbon taxes. The development of more sustainable products are covered through our EcoDesign program and already included in our R&D expenses. The physical risk related to climate change on our sites resulting from our TCFD-assessment is currently considered limited. 

    AccountingMaterial accounting policies

    The generalmaterial accounting policies as generally applied throughout the financial statements are described below. AccountingMaterial accounting policies relating to specific financial statement items are included in the respective notes to the financial statements.

    Basis of consolidation

    The Consolidated financial statements comprise the financial statements of Koninklijke Philips N.V. and all subsidiaries that the company controls on a consolidated basis. Control exists when the company is exposed or has rights to variable returns from its involvement with the investee and the company has the ability to affect those returns through its power over the investee. Generally, there is a presumption that a majority of voting rights results in control. To support this presumption and in cases where Philips has less than a majority of the voting or similar rights of an investee, Philips considers all relevant facts and circumstances in assessing whether it has power over an investee, including the contractual arrangement(s) with the other vote holders of the investee, rights arising from other contractual arrangements and the company’s voting rights and potential voting rights. Subsidiaries are fully consolidated from the date that control commences until the date that control ceases. All intercompany balances and transactions have been eliminated in the Consolidated financial statements. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment.

    Foreign currency transactions

    The financial statements of all group entities are measured using the currency of the primary economic environment in which the entity operates (functional currency). The euro (EUR) is the functional currency of the company and the presentation currency of the consolidated financial statements. Foreign currency transactions are converted into the functional currency using the exchange rates prevailing at transaction date or the valuation date in cases where items are remeasured. Gains and losses resulting from the settlement of foreign currency transactions and those resulting from the conversion of foreign currency denominated monetary assets and liabilities at period-end exchange rates are recognized in the Consolidated statements of income, except for qualifying cash flow hedges, qualifying net investment hedges and equity investments measured at fair value through OCI which are recognized in other comprehensive income.

    All foreign exchange differences are presented as part of Cost of sales, apart from tax items and financial income and expense, which are recognized in the same line item as they relate to in the Consolidated statements of income.

    Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to the functional currency using the exchange rate at the date the fair value was determined. Non-monetary items in a foreign currency that are measured based on historical cost are translated using the exchange rate at the transaction date.

    Foreign operations

    The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated to euros at the exchange rates prevailing at the reporting date. The income and expenses of foreign operations are translated to euros at the exchange rates prevailing at the dates of the transactions.

    Foreign currency differences arising upon translation of foreign operations into euros are recognized in Other comprehensive income and presented as part of Currency translation differences in Equity. However, if the operation is not a wholly-owned subsidiary, the proportionate share of the translation difference is allocated to Non-controlling interests.

    When a foreign operation is disposed of such that control, significant influence or joint control is lost, the cumulative amount in the Currency translation differences related to the foreign operation is reclassified to the Consolidated statements of income as part of the gain or loss on disposal. When the company disposes of only part of its interest in a subsidiary that includes a foreign operation while retaining control, the respective proportion of the cumulative amount is reattributed to Non-controlling interests. When the company disposes of only part of its investment in an associate or joint venture that includes a foreign operation while retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to the Consolidated statements of income.

    Philips operates in two economies that are considered hyperinflationary, Argentina and Turkey. The impact of the application of IAS 29, Financial Reporting in Hyperinflationary Economies, is not material for the consolidated financial statements.

    New accounting policies effective in 20222023

    No new IFRS accounting standards or amendments to existing standards, effective in 2022,2023, had a significant impact on the consolidated financial statements. The company has not early adopted any standards or amendments to existing standards.Consistent with the IAS 12 amendment regarding Pillar Two taxation as issued by the IASB and adopted by the EU, Philips does not recognize and disclose deferred taxes arising from tax laws that implement Pillar Two model rules published by the Organisation for Economic Co-operation and Development. Furthermore, Philips will recognize and disclose the impact (if any) from Pillar Two income taxes on current tax effective from 2024.

    New accounting policies effective after 20222023

    The IASB has issued several IFRS accounting standards, or amendments to standards, with an effective date after 2022.2023. The company does not anticipate that the application of these standards, or amendments to standards, will have a significant effect on the consolidated financial statements upon adoption.

    Changes in presentation from the prior year

    Accounting policies have been applied consistently for all periods presented in these consolidated financial statements. Certain prior-year amounts have been reclassified to conform to the current year presentation due to immaterial organizational changes.

    Philips has realigned the composition of its reporting segments effective from April 1, 2023. The most notable change is the shift of the previous Enterprise Diagnostic Informatics business from the Diagnosis & Treatment segment to the Connected Care segment. This business, together with other informatics solutions in the Connected Care segment, now forms the Enterprise Informatics business. Accordingly, the comparative figures for the affected segments have been restated in the consolidated financial statements.

    Per share calculations have been adjusted retrospectively for all periods presented to reflect the issuance of shares for the share dividend in respect of 2022.

    2Information by segment and main country

    Accounting policies

    Segment accounting policies are the same as the accounting policies applied by the company. Operating segments are components of the company’s business activities about which separate financial information is available that is evaluated regularly by the chief operating decision makerChief Operating Decision-Maker (the Executive CommitteeBoard of Management of the company). The Executive CommitteeBoard of Management decides how to allocate resources and assesses performance. Reportable segments comprise the operating segments Diagnosis & Treatment, businesses, Connected Care businesses and Personal Health businesses.Health. Additionally, besides these reportable segments, segment Other contains the items Innovation & Strategy, IP Royalties, Central costs, and other small items.

    Accounting estimates and judgments

    Determining reportable segments requires significant judgment and involves evaluating the information which is reviewed by the Chief Operating Decision-Maker (the Board of Management) to assess performance and allocate resources, in accordance with IFRS 8 'Operating Segments'.

    The Philips operatingbusiness segments are Diagnosis & Treatment, businesses, Connected Care businesses and Personal Health, businesses, each being responsible for the management of its business worldwide. As of the first quarter of 2021 the Domestic Appliances business was presented as a discontinued operation and therefore no longer part of the Personal Health segment. The comparative results prior to that were restated to reflect the treatment of the Domestic Appliances business as a discontinued operation. Refer to Discontinued operations and assets classified as held for sale.

    Philips focuses on improving people’s lives through meaningful innovation. The Diagnosis & Treatment segment unites the businesses related to the goal of precision diagnosis and disease pathway selection, and the businesses related to image-guided, minimally invasive treatment. The Connected Care segment focuses on patient care solutions, advanced informatics and analytics, and patient and workflow optimization inside and outside the hospital, and aims to unlock synergies from integrating and optimizing patient care pathways, and leveraging provider-payer-patient business models. The Personal Health segment focuses on healthy living and preventative care. 

    Philips has realigned the composition of its business segments effective from April 1, 2023. The Executive Committeemost notable change is the shift of Philips is deemedthe previous Enterprise Diagnostic Informatics business from the Diagnosis & Treatment segment to be the chief operating decision maker (CODM)Connected Care segment. This business, together with other informatics solutions in the Connected Care segment, now forms the Enterprise Informatics business. Accordingly, the comparative figures for segment reporting purposes pursuant to IFRS 8 'Operating Segments'.the affected segments have been restated. The realignment did not impact the presentation of the business segments or the key segmental performance measure, iswhich continues to be Adjusted EBITA, which Management believes is the most relevant measure to evaluate the results of the segments.EBITA.

    Philips Group

    Information on income statements

    in millions of EUR

    salessales including intercompanydepreciation and amortization1)Adjusted EBITA
    2023 
    Diagnosis & Treatment8,8189,253(306)1,026
    Connected Care5,1385,149(445)369
    Personal Health3,6023,685(115)597
    Other612428(394)(71)
    Inter-segment eliminations (346) 
    Philips Group18,169(1,261)1,921
    salessales including intercompanydepreciation and amortization1)Adjusted EBITA 
    2022  
    Diagnosis & Treatment9,1689,471(559)7748,2908,576(417)788
    Connected Care4,4034,441(514)955,2685,280(646)111
    Personal Health3,6263,684(132)5383,6263,684(132)538
    Other629596(397)(89)643736(407)(119)
    Inter-segment eliminations (366)  (449) 
    Philips Group17,827(1,602)1,31817,827(1,602)1,318
      
    2021  
    Diagnosis & Treatment8,6358,846(459)1,0717,8258,023(363)1,028
    Connected Care4,5734,617(382)4975,3715,388(472)553
    Personal Health3,4293,462(131)5903,4293,462(131)590
    Other519531(350)(105)530636(357)(117)
    Inter-segment eliminations (299)  (353) 
    Philips Group17,156(1,323)2,05417,156(1,323)2,054
     
    2020 
    Diagnosis & Treatment8,1758,289(536)818
    Connected Care5,5435,620(414)1,191
    Personal Health3,1993,198(145)433
    Other396481(368)(165)
    Inter-segment eliminations (275) 
    Philips Group17,313(1,462)2,277
    1)1)Includes impairments (excluding goodwill impairment); for impairment values please refer to Property, plant and equipment and Intangible assets excluding goodwill

    The term Adjusted EBITA is used to evaluate the performance of Philips and its segments. Adjusted EBITA represents Income from operations excluding amortization and impairment of acquired intangible assets and impairment of goodwill. Adjusted EBITA represents EBITAgoodwill (EBITA) and excluding gains or losses from restructuring costs, acquisition-related charges and other items.

    Adjusted EBITA is not a recognized measure of financial performance under IFRS. Presented in the following table is a reconciliation of Adjusted EBITA to the most directly comparable IFRS measure, Net income, for the years indicated. Net income is not allocated to segments as certain income and expense line items are monitored on a centralized basis, resulting in them being shown on a Philips Group level only.

    Philips Group

    Reconciliation from net income to Adjusted EBITA

    In millions of EUR

    Philips GroupDiagnosis & TreatmentConnected CarePersonal HealthOtherPhilips GroupDiagnosis & TreatmentConnected CarePersonal HealthOther
    2022  
    2023  
    Net Income(1,605)  (463)  
    Discontinued operations, net of income taxes(13)  10  
    Income tax expense(113)  
    Income taxes(73)  
    Investments in associates, net of income taxes2  98  
    Financial expenses258  376  
    Financial income(58)  (63)  
    Income from operations(1,529)404(2,246)515(202)(115)720(1,199)552(188)
    Amortization and impairment of acquired intangible assets36314319915729089178149
    Impairment of goodwill1,357271,3318-  
    EBITA192573(716)531(196)183816(1,020)567(179)
    Restructuring and acquisition-related charges2022110811613811181159140
    Other items:925180703(4)461,358921,27522(32)
    Respironics field-action provision250 250 
    Respironics litigation provision575 575 
    Respironics field-action connected to the proposed consent decree363 363 
    Respironics field-action running remediation costs210 210 224 224 
    R&D project impairments 134120123 
    Portfolio realignment charges109 109 
    Impairment of assets in S&RC39 39 
    Provision for public investigations tender irregularities60 
    Provisions for quality actions in Connected Care 59 59 
    Quality remediation actions1758194 
    Provision for a legal matter31 31 
    Investment re-measurement loss23 23 
    Gain on divestment of business(35) (35)
    Remaining items63-24(6)46211(12)(1)3
    Adjusted EBITA1,31877495538(89)1,9211,026369597(71)

    Philips Group

    Reconciliation from net income to Adjusted EBITA

    In millions of EUR

    Philips GroupDiagnosis & TreatmentConnected CarePersonal HealthOtherPhilips GroupDiagnosis & TreatmentConnected CarePersonal HealthOther
    2021 
    2022  
    Net Income3,323 (1,605)  
    Discontinued operations, net of income taxes(2,711) (13)  
    Income tax expense(103) 
    Income taxes(113)  
    Investments in associates, net of income taxes4 2  
    Financial expenses188 258  
    Financial income(149) (58)  
    Income from operations553941(722)576(242)(1,529)538(2,347)515(235)
    Amortization and impairment of acquired intangible assets322153148156363115226158
    Impairment of goodwill152131,357 1,357  
    EBITA8901,097(562)591(236)192652(764)531(227)
    Restructuring and acquisition-related charges95793(1)(5)20231251162
    Other items:1,069(32)965-136925133750(4)46
    Respironics field-action provision719-719 -
    Respironics field-action connected to the proposed consent decree250 250  
    Respironics field-action running remediation costs94 94 210 210  
    Provisions for quality actions in Connected Care94 94 
    Loss on divestment of business76 76
    R&D project impairments13473593 
    Portfolio realignment charges109 109 
    Provision for public investigations tender irregularities60 
    Quality remediation actions59 59 
    Impairments of assets in S&RC39 39  
    Remaining items87(32)58-6163-24(6)46
    Adjusted EBITA2,0541,071497590(105)1,318788111538(119)

    Philips Group

    Reconciliation from net income to Adjusted EBITA

    In millions of EUR

    Philips GroupDiagnosis & TreatmentConnected CarePersonal HealthOtherPhilips GroupDiagnosis & TreatmentConnected CarePersonal HealthOther
    2020 
    2021  
    Net Income1,195 3,323  
    Discontinued operations, net of income taxes(196) (2,711)  
    Income tax expense212 
    Income taxes(103)  
    Investments in associates, net of income taxes9 4  
    Financial expenses202 188  
    Financial income(158) (149)  
    Income from operations1,264497704362(300)553948(716)576(255)
    Amortization and impairment of intangible assets3772091341618
    Amortization and impairment of acquired intangible assets322142158156
    Impairment of goodwill144-144 15213  
    EBITA1,784706982378(282)8901,092(545)591(248)
    Restructuring and acquisition-related charges1952997313795(30)130(1)(5)
    Other items299831122481
    Other items:1,069(35)968-136
    Respironics field-action connected to the proposed consent decree719 719 
    Respironics field-action running remediation costs94 94 
    Quality remediation actions94 94 
    Loss on divestment of business76 76
    Remaining items87(35)61-61
    Adjusted EBITA2,2778181,191433(165)2,0541,028553590(117)

    Transactions between the segments are mainly related to components and parts included in the product portfolio of the other segments. The pricing of such transactions was at cost or determined on an arm’s length basis. Philips has no single external customer that represents 10% or more of sales.

    Philips Group

    Main countries

    in millions of EUR

    sales1)tangible and intangible assets2)
    2023 
    Netherlands2,3901,624
    United States7,17811,410
    China1,408234
    Japan941407
    Germany573348
    Other countries5,6791,527
    Total main countries18,16915,550
    sales1)tangible and intangible assets2) 
    2022  
    Netherlands5401,7462,0211,746
    United States7,24612,0877,22612,087
    China2,1932901,239260
    Japan1,0774361,011436
    Germany821323642323
    United Kingdom463527
    France400249
    Other countries5,0857445,6881,550
    Total main countries17,82716,40217,82716,402
      
    2021  
    Netherlands5701,9341,8601,934
    United States6,42012,6156,40312,615
    China2,3352831,400258
    Japan1,0734801,068480
    Germany839305970305
    France 44649
    India43185
    United Kingdom481567426567
    France39749
    Other countries5,0407534,150693
    Total main countries17,15616,98617,15616,986
     
    2020 
    Netherlands4041,926
    United States6,5809,080
    China2,319313
    Japan1,113511
    Germany980302
    United Kingdom509545
    Italy383111
    Other countries5,024906
    Total main countries17,31313,694
    1)1)TheTo better align with the Country Activity and Tax reporting, the allocation of country-level sales are reported based onwas revised from country of destination.destination to country of origin. Comparative information in this table has been restated to be consistent with the current-period presentation.2)2)Consists of Property plant and equipment, Intangible assets excluding goodwill and Goodwill

    3Discontinued operations and assets classified as held for sale

    Accounting policies
    Assets classified as held-for-sale

    Non-current assets (or disposal groups) are classified as held-for-sale if their carrying amounts are expected to be recovered through a sale transaction rather than through continuing use. Non-current assets (or disposal groups) classified as held-for-sale are measured at the lower of their carrying amount or the fair value less costs of disposal. Depreciation or amortization of an asset ceases when it is classified as held-for-sale. When non-current assets (or disposal groups) are classified as held-for-sale, comparative balances prior to such date are not represented in the Consolidated balance sheets.

    Discontinued operations

    A discontinued operation is a component of the company that has either been disposed of or is classified as held-for-sale and represents a separate major line of business or geographical area of operations or is a part of a single coordinated plan to dispose of a separate major line of business or geographical area of operations. Any gain or loss from disposal, together with the results of these operations until the date of disposal, are reported separately as discontinued operations in the Consolidated statements of income.

    The financial information of discontinued operations is excluded from the respective captions in the Consolidated financial statements and related notes for all periods presented. Comparatives are re-presented for presentation of discontinued operations in the Consolidated statements of income and Consolidated statements of cash flows.

    Accounting estimates and judgments

    The determination of the fair value less costs of disposal involves the use of estimates and assumptions that tend to be uncertain. Circumstances to which these adjustments may relate include resolution of uncertainties that arise from the terms of the disposal transaction, such as the resolution of purchase price adjustments and indemnifications, resolution of uncertainties that arise from and are directly related to the operations of the component before its disposal, such as environmental and assurance-type product warranty obligations retained by the company, and the settlement of employee benefit plan obligations provided that the settlement is directly related to the disposal transaction.

    In 2020, 20212023 and 2022 Discontinueddiscontinued operations consist of certain costs related to other divestments, which were previously reported as discontinued operations. In 2021 discontinued operations consist primarily of the Domestic Appliances business. The following table summarizes the results of discontinued operations, net of income taxes, reported in the consolidated statements of income.

    Philips Group

    Discontinued operations, net of income taxes

    in millions of EUR

    202020212022202120222023
    Domestic Appliances2062,69832,6983(2)
    Other(10)13101310(7)
    Discontinued operations, net of income taxes1962,711132,71113(10)
    Discontinued operations: Domestic Appliances

    In 2022, net results from discontinued operations for Domestic Appliances was EUR 3 million.

    On March 25, 2021, Philips signed an agreement to sell its Domestic Appliances business to global investment firm Hillhouse Investment. Since the first quarter of 2021, the Domestic Appliances business is presented as a discontinued operation, and comparative results have been restated to reflect the treatment of the Domestic Appliances business as a discontinued operation, because the sale of the Domestic Appliances business constitutes the discontinuance of a major line of business from the Personal Health segment.

    The following table summarizes the results of Domestic Appliances included in the Consolidatedconsolidated statements of income as a discontinued operation.

    Philips Group

    Results of Domestic Appliances

    in millions of EUR

    202020212022202120222023
    Sales2,2221,51661,5166-
    Costs and expenses(1,944)(1,322)(2)(1,322)(2)(2)
    Income from operations27919441944(2)
    Result on the sale of discontinued operations 3,24113,2411(1)
    Income before tax2793,43553,4355(3)
    Income tax expense1)(72)6(2)
    Income tax benefit (expense)1)6(2)1
    Income tax related the sale of discontinued operations (743)(743)  
    Results from discontinued operations2062,69832,6983(2)
    1)1)The income tax expense fromof discontinued operations is calculated based on the separate return method, as if Domestic Appliances was filing its own separate tax returns.

    Costs of EUR 64 million incurred in relation to the separation of the Domestic Appliances business in 2021 have been accounted for in continuing operations, because these costs reflect expenses incurred by Royal Philips in the divestment process and are not considered representative of the core business results of the Domestic Appliances business.

    On September 1, 2021, the company completed the sale of the Domestic Appliances business and recognized a transaction gain before tax of EUR 3,241 million. Philips received consideration of EUR 4,041 million, which is based on an enterprise value of EUR 3,850 million, increased by an amount of EUR 191 million for closing adjustments related to working capital and net indebtedness. The transaction gain before tax is the net effect of (i) the EUR 4,041 million consideration (ii) less the derecognition of net assets employed of EUR 715 million (iii) less transaction related costs of EUR 16 million, (iv) less the release of cumulative translation losses of EUR 69 million included in Other comprehensive income. The income tax charges related to the divestment process was EUR 743 million, resulting in an after-tax transaction gain of EUR 2,499 million. The income tax charge represents the consolidated tax expense resulting from asset transactions completed as part of the disentanglement of the business in anticipation of its sale, a significant portion of which relates to taxes payable in the Netherlands. In addition, Philips and the buyer entered into a 15-year brand license agreement with future annual payments that represents an estimated net present value of approximately EUR 0.7 billion, which will be received and recognized over time.

    Discontinued operations: Other

    Certain costs related to other divestments, which were previously reported as discontinued operations, resulted in a net loss of EUR (7) million in 2023, a net gain of EUR 10 million in 2022 and a net gain of EUR 13 million in 2021 and a net loss of EUR 10 million in 2020.2021.

    Discontinued operations cash flows

    The following table presents the net cash provided by (used for) discontinued operations reported in the Consolidated statements of cash flows.

    Net cash provided by (used for) discontinued operations

    in millions of EUR

    202020212022202120222023
    Net cash provided by (used for) operating activities12985(27)85(27)123
    Net cash provided by (used for) investing activities3,319153,31915 
    Net cash provided by (used for) discontinued operations1293,403(12)3,403(12)123

    In 2023, net cash provided by discontinued operations was EUR 123 million and consisted primarily of a refund received of one-off advance tax payments related to a previously divested business. 

    In 2022, net cash used for discontinued operations was EUR (12) million and consisted primarily of cash flows related to the tax claims from thea previously divested business.

    In 2021, net cash provided for discontinued operations was EUR 3,403 million and consisted primarily of the net cash inflow of EUR 3,319 million from the sale of the Domestic Appliances business on September 1, 2021.

    In 2020, net cash provided for discontinued operations was EUR 129 million and consisted primarily of cash flows provided by operating activities of the Domestic Appliances business, partly offset by advance income tax payments amounting to EUR 78 million

    Assets classified as held for sale

    As of December 31, 2023, assets held for sale primarily consisted of assets and liabilities directly associated with a business held for sale.

    As of December 31, 2022, assets held for sale consists of property, plant and equipment mainly related to the APAC Center Singapore building. The sale was finalized in January 2023.

    As of December 31, 2021, assets held for sale consists of property, plant and equipment mainly related to the APAC Center Singapore building.

    4Acquisitions and divestments

    Accounting policies
    Acquisitions

    The company accounts for business combinations using the acquisition method when control is transferred to the group. The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired and the liabilities assumed. Transaction costs are expensed as incurred. Any contingent consideration is measured at fair value at the acquisition date and is initially presented in Long-term provisions. When the timing and amount of the consideration become more certain, it is reclassified to Accrued liabilities. If the contingent consideration that meets the definition of a financial instrument is classified as equity, it is not remeasured and settlement is accounted for within equity. Otherwise, subsequent changes in the fair value of the contingent consideration are recognized in the Consolidated statements of income.

    Changes to the initial fair value of the acquired assets and liabilities, based on new information about the circumstances at the acquisition date, can be made up to twelve months after the acquisition date.

    Divestments

    Upon loss of control, the company derecognizes the assets and liabilities of the subsidiary, any non-controlling interests and the other components of equity related to the subsidiary. Any surplus or deficit arising from the loss of control is recognized in the Consolidated statements of income. If the company retains any interest in the previous subsidiary, such interest is measured at fair value at the date the control is lost. Subsequently it is accounted for as either an equity-accounted investee (associate) or as a financial asset, depending on the level of influence retained. Further information on loss of control can be found in Discontinued operations and assets classified as held for sale.

    Accounting estimates and judgments

    Intangible assets acquired in a business acquisition and the financial liability related to non-controlling interest are measured at fair value at the date of the acquisition.

    To determine the fair value of intangible assets at the acquisition date, estimates and assumptions are required. The valuation of the identifiable intangible assets involves estimates of expected sales, earnings and/or future cash flows and require use of key assumptions such as discount rate, royalty rate and growth rates.

    Estimates are also applied when determining the fair value of legal cases and tax positions in the acquired entity. The fair value is based on estimates of the likelihood, the expected timing and the amount of the potential cash outflow. Provisions for legal cases and non-income tax positions are recognized at fair value even if it is not probable that an outflow will be required to settle the obligation. After initial recognition and until the liability is settled, cancelled or expired, the liability is measured at the higher of the amount that would be recognized in accordance with IAS 37 'Provisions, contingent liabilities and contingent assets' and the initial liability amount. For income tax positions, the company applies IAS 12 'Income Taxes', which requires recognition of provisions only when the likelihood of cash outflow is considered probable.

    2023

    Acquisitions

    On May 5, 2023, Philips completed one acquisition within Ultrasound business unit to accelerate the growth of its Diagnosis & Treatment segment. The total equity purchase price and the settlement of debt, net of acquired cash, involved an amount of EUR 53 million and a contingent consideration of EUR 6 million at fair value, the latter recognized as a Long-term provision. Upon acquisition, the company recognized Goodwill of EUR 24 million, Other intangible assets of EUR 40 million and deferred tax asset and liability of EUR 5 million and EUR 2 million, respectively. The acquisition is subject to final purchase price allocation procedures, which is expected to be finalized in the second quarter of 2024. The primary provisional accounts subject to change are related to acquired intangible assets and goodwill.

    Since the acquisition date through December 31, 2023, the contribution to sales to third parties and net income of the acquiree was not material. The sales and net income would not differ materially if the acquisition date had been January 1, 2023. Acquisition-related costs were recognized in General and administrative expenses and were not material. 

    Divestments

    During 2023 Philips completed six divestments for net cash consideration of EUR 80 million and a gain of EUR 50 million, which is included in Other business income of the Consolidated statements of income. The most notable was the sale of Philips Pharma Solutions in the US. The divestments were not material.

    2022

    Acquisitions

    In 2022 Philips completed three acquisitions. The acquisitions involved aggregated net cash outflow of EUR 359 million andmillion. Including final purchase price adjustments processed in the course of 2023, the company recognized contingent consideration of EUR 96 million measured at fair value. Upon acquisition, the company recognizedvalue, aggregated Goodwill of EUR 307 million, Other intangible assets of EUR 179 million, Deferred tax assets of EUR 20 million and Deferred tax liabilities generated from the intangible assets of EUR 43 million. 

    Vesper Medical Inc. (Vesper) was the most notable acquisition and is discussed below. The remaining two acquisitions involved aggregated net cash outflow of EUR 139 million andmillion. Including final purchase price adjustments processed in the course of 2023, the company recognized contingent consideration of EUR 61 million measured at fair value. The two acquisitions resulted invalue, aggregated Goodwill of EUR 130 million, Other intangible assets of EUR 95 million and Deferred tax liabilities of EUR 23 million. 

    The opening balance sheet positions reflect the preliminary determination of the fair value of identifiable assets acquired and liabilities assumed with the acquisitions. The final determination of the fair values will be completed in 2023. As of December 31, 2022, the valuation studies necessary to determine the fair value of the intangible assets and the valuation of goodwill are preliminary.

    Since the respective acquisition dates through December 31, 2022, the contribution to sales to third parties and net income of the three acquired entities was not material. The sales and net income of the combined entities would not differ materially from these amounts if the acquisition date had been January 1, 2022. Acquisition-related costs were not material. 

    Vesper 

    On January 11, 2022, Philips acquired all shares of Vesper for an amount of EUR 227 million in cash and EUR 34 million contingent consideration at fair value. Vesper, headquartered in Wayne, Pennsylvania, US, is a medical technology company that develops minimally-invasive peripheral vascular devices. The company is developing the Vesper DUO Venous Stent System®, commercialization of which is estimated to start after approval by the US Food and Drug Administration (FDA), expected in 2024. The Vesper DUO Venous Stent System® consists of venous stents intended to treat deep venous obstruction. It provides physicians with a modular portfolio to customize therapy, restore venous flow, and resolve the painful symptoms of deep venous disease for the broad range of patients suffering from chronic venous insufficiency. As of the acquisition date, Vesper forms part of the Image-Guided Therapy business portfolio of the Diagnosis & Treatment segment.

    The condensed opening balance sheet of Vesper was as follows: 

    Philips Group

    Opening balance sheet

    in millions of EUR

     At acquisition date
     Vesper Medical Inc,
    Assets 
    Intangible assets excluding goodwill84
    Deferred tax assets15
    Cash7
    Total Assets106
      
    Liabilities 
    Accounts payable and other payables(1)
    Deferred tax liabilities(20)
    Total Liabilities(21)
      
    Total identifiable net assets at fair value85
    Goodwill arising on acquisition177
    Total purchase consideration262
    Of which: 
    Purchase consideration transferred227
    Contingent consideration34

    Goodwill recognized in the amount of EUR 177 million mainly represents revenue synergies expected from the combination of Philips’ peripheral vascular portfolio and Vesper's venous stenting solution to address the root cause of chronic deep venous disease (DVD). Strong clinical synergies between Vesper’s innovative stenting solution and Philips' existing peripheral vascular offering will help to better support clinicians to decide, guide, treat and confirm during the procedure, thereby enhancing patient care. Vesper Goodwillgoodwill is not tax-deductible.

    The majority of the Intangibleintangible assets balance relates to capitalized development costs, the fair value of which is determined using the multi-period excess earnings method, which is a valuation technique that estimates the fair value of an asset based on market participants’ expectations of the cash flows associated with that asset over its remaining useful life. The fair value of capitalized development costs is based on an estimate of positive future cash flows associated with incremental profits related to excess earnings, discounted at a rate of 12.0%. Capitalized development costs are tested for impairment on an annual basis until FDA approval is obtained and the asset is reclassified to an intangible asset that is depreciated over its economical useful life.

    The contingent consideration arrangement requires Philips to pay the former owners of Vesper up to a maximum undiscounted amount of EUR 44 million contingent upon FDA approval of the Vesper DUO Venous Stent System. The fair value of the contingent consideration arrangement of EUR 34 million has been estimated by calculating the present value of the future expected cash flows. The estimate is based on a discount rate of 12% and assumed probability adjusted likelihood of FDA approval at a certain point in time.


    Divestments

    During 2022 Philips completed two divestments that were not material.

    2021

    Acquisitions

    In 2021 Philips completed two acquisitions, BioTelemetry, Inc. and Capsule Technologies, Inc., that involved aggregated net cash outflow of EUR 2,824 million. Including final purchase price adjustment processed in the course of 2022, the company recognized aggregated Goodwill of EUR 2,113 million, Other intangible assets of EUR 840 million and related Deferred tax liabilities of EUR 206 million.

    The condensed opening balance sheets of BioTelemetry and Capsule Technologies were as follows:

    Opening balance sheet

    in millions of EUR

     At acquisition date
     BioTelemetry Capsule Technologies
    Assets  
    Intangible assets excluding goodwill623217
    Property, plant and equipment4211
    Other non-current assets48-
    Deferred tax assets7717
    Inventories1111
    Receivables and other current assets7597
    Cash20519
    Total Assets1,082371
       
    Liabilities  
    Accounts payable and other payables(278)(98)
    Deferred tax liabilities(160)(46)
    Long-term liabilities(82)(11)
    Acquired provision for contingent considerations(16)
    Total Liabilities(536)(155)
       
    Total identifiable net assets at fair value547217
    Goodwill arising on acquisition 1,790322
    Purchase consideration transferred2,337539
    BioTelemetry

    On February 9, 2021, Philips successfully completed a tender offer to acquire all issued and outstanding shares of BioTelemetry, Inc. for USD 72 per share. As a result, BioTelemetry shares were delisted from NASDAQ. The total equity purchase price and the settlement of stock option rights, including BioTelemetry’s cash and debt, involved an amount of EUR 2,132 million and EUR 172 million equity awards consideration paid to employees after the acquisition day.

    BioTelemetry, headquartered in Malvern, Pennsylvania, is a leading US-based provider of remote cardiac diagnostics and monitoring solutions. BioTelemetry offers a complete range of clinically validated ambulatory cardiac diagnostics and monitoring services: Short term Holter monitoring services, Long-term Holter monitoring services, Event recorder services, and Mobile Cardiac Outpatient Telemetry (MCOT) services. The acquisition of BioTelemetry is a strong fit with Philips’ cardiac care portfolio, and its strategy to transform the delivery of care along the health continuum with integrated solutions. BioTelemetry, forms part of the Connected Care segment.

    Goodwill recognized in the amount of EUR 1,790 million mainly represents revenue synergies expected from the combination of Philips’ cardiac care portfolio and its strategy to transform the delivery of care along the health continuum with integrated solutions, and BioTelemetry complete range of clinically validated ambulatory cardiac diagnostics and monitoring services. BioTelemetry Goodwill is not tax-deductible.

    The majority of the Intangible assets balance relates to the Customer relationships asset, the fair value of which is determined using the multi-period excess earnings method, which is a valuation technique that estimates the fair value of an asset based on market participants’ expectations of the cash flows associated with that asset over its remaining useful life. The fair value of the Customer relationships asset is based on an estimate of positive future cash flows associated with incremental profits related to excess earnings, discounted at a rate of 10.0%. The amortization period of the Customer relationships asset is 14 years. Receivables and other current assets reflect the best estimate at the acquisition date of the contractual cash flows expected to be received.

    Since the acquisition date through December 31, 2021, the contribution to sales to third parties and net income of BioTelemetry was EUR 387 million and EUR 32 million loss, respectively. The sales and net income would not differ materially from these amounts if the acquisition date had been on January 1, 2021. 

    In 2021, acquisition-related costs of EUR 40 million were mainly recognized in General and administrative expenses. 

    Capsule Technologies

    On March 4, 2021, Philips acquired all shares of Capsule Technologies, Inc. for an amount of EUR 520 million in cash. Capsule Technologies, headquartered in Andover, Massachusetts, is a leading provider of medical device integration and data technologies for hospitals and healthcare organizations. Capsule Technologies offers a leading vendor-neutral Medical Device Information Platform with a software-as-a-service business model. The acquisition of Capsule Technologies is a strong fit with Philips’ strategy to transform the delivery of care along the health continuum with integrated solutions. Capsule Technologies, forms part of the Connected Care segment.

    Goodwill recognized in the amount of EUR 322 million mainly represents revenue synergies expected from the combination of Philips’ industry-leading portfolio of real-time patient monitoring, therapeutic devices, telehealth, informatics and interoperability solutions and Capsule’s leading Medical Device Information Platform, connected through Philips’ secure vendor-neutral cloud-based HealthSuite digital platform. Capsule Technologies Goodwill is not tax-deductible.

    The majority of the Intangible assets balance relates to the Customer relationships asset, the fair value of which is determined using the multi-period excess earnings method, which is a valuation technique that estimates the fair value of an asset based on market participants’ expectations of the cash flows associated with that asset over its remaining useful life. The fair value of the Customer relationships asset is based on an estimate of positive future cash flows associated with incremental profits related to excess earnings, discounted at a rate of 12.0%. The amortization period of the Customer relationships asset is 17 years.

    Receivables and other current assets reflect the best estimate at the acquisition date of the contractual cash flows expected to be received.

    Since the acquisition date through December 31, 2021, the contribution to sales to third parties and net income of Capsule was  EUR 75 million and EUR 10 million loss, respectively. The sales and net income would not differ materially from these amounts if the acquisition date had been on January 1, 2021. 

    In 2021, acquisition-related costs of EUR 11 million were mainly recognized in General and administrative expenses. 

    Divestments 

    During 2021 Philips completed three divestments. On September 1, 2021, Philips sold its Domestic Appliances business to global investment firm Hillhouse Investment. For further details on this transaction, refer to note Discontinued operations and assets classified as held for sale

    In addition, the company completed the divestment of the PERS business on June 30, 2021 and completed the divestment of a small business of segment Other on September 17, 2021. As part of PERS divestment, Philips acquired shares in the buyer Connect America Investment Holdings, LLC with a value of EUR 40 million. The investment is classified as a financial asset measured at Fair Value through Other Comprehensive Income (FVTOCI) and is reported as part of Other non-current financial assets. The divestment resulted in a loss of EUR 75 million, which is included in Other Business Expenses in the Statement of Income. 

    5Interests in entities

    Accounting policies

    Associates are all entities over which the company has significant influence, but not control or joint control. Significant influence is presumed with a shareholding of between 20% and 50% of the voting rights.

    Investments in associates are accounted for using the equity method of accounting and are initially recognized at cost. The carrying amount of an investment in associate includes the carrying amount of goodwill identified on acquisition. An impairment loss on such investment is allocated to the investment as a whole.

    The company’s share of the net income of these associates is included in Investments in associates, net of income taxes, in the Consolidated statements of income, after adjustments to align the accounting policies with those of the company. Dilution gains and losses arising from investments in associates are recognized in the Consolidated statements of income as part of Investments in associates, net of income taxes. Impairment losses and gains or losses on sale of investments are recorded in the Consolidated statements of income, more specifically on the line item ’Investments in associates, net of income taxes’. 

    When the company’s share of losses exceeds its interest in an associate, the carrying amount of that interest is reduced to zero and recognition of further losses is discontinued except to the extent that the company has an obligation or made payments on behalf of the associate.

    The nature of the company’s interests in its consolidated entities and associates, and the effects of those interests on the company’s financial position and financial performance are discussed below.

    Group companies

    Below is a list of material subsidiaries as of December 31, 20222023 representing greater than 5% of either the consolidated group Sales, Income from operations or Income from continuing operations (before any intra-group eliminations) of Group legal entities. All of the entities are fully consolidated in the groupGroup financial statements.

    Philips Group

    Interests in group companies

    in alphabetical order by country

    20222023

    Legal entity namePrincipal country of business
    Philips (China) Investment Company, Ltd.China
    Philips Medizin Systeme Böblingen GmbHGermany1)
    Philips Japan, Ltd.Japan
    Philips Consumer Lifestyle B.V.Netherlands
    Philips Oral Healthcare B.V.Medical Systems (Cleveland), Inc.NetherlandsUnited States
    Philips UltrasoundATL International LLCUnited States
    Philips North America LLCUnited States
    Philips USA Export CorporationRS North America LLCUnited States
    1)1)Application of Sec. 264 (3) and Sec. 264b HGB (German Commercial Code) for fully consolidated legal entities: Philips GmbH, Hamburg; Philips Medical Systems DMC GmbH, Hamburg; Respironics Deutschland GmbH & Co. KG, München; Philips Medizin Systeme Hofheim-Wallau GmbH, Hamburg; Philips Medizin Systeme Böblingen GmbH, Böblingen; TomTec Imaging Systems GmbH, Unterschleißheim; Forecare GmbH, Ratingen. 

    Information related to non-controlling interests

    As of December 31, 2022,2023, four consolidated subsidiaries are not wholly owned by Philips (December 31, 2021:2022: four). In 2022,2023, Sales to third parties and Net income for these subsidiaries in aggregate are EUR 472492 million (December 31, 2021:2022: EUR 522472 million) and EUR 2827 million (December 31, 2021:2022: EUR 3928 million), respectively.

    Investments in associates

    Philips has investments in a number of associates. During 2022,2023, Philips purchased eightmade two investments in associates for a total amount of EUR 2563 million.  The most notable investment was a EUR 172 million investment in B-SOFT Co, Ltd, a China-based IT supplier for

    Due to the medical and health sectors, listed on the stock exchange in Shenzhen. Philips acquired only a 10% interest, but determined that it is able to exerciseloss of significant influence amongst others duein Candid Care during 2023, Philips reclassified the investment to its representation on B-SOFT’s BoardOther non-current financial asset at FVTOCI (Level 3). On reclassification Philips recorded a loss of Directors. NoneEUR 23 million in Other business expenses. For more information about Other non-current financial asset at FVTOCI, refer to Other financial assets and Fair value of these investments are regarded as individually material from the point of view of the consolidated financial statements. assets and liabilities.

    In 2022,2023, Philips recorded anits share in negative results of associates of EUR 51 million and impairment of EUR 66 million58 million. The impairment losses mainly related to HALO Dx (EUR 33 million) and were recorded within the Investments in relation to its interest in Candid Care Co. As partassociates, net of the acquisition of Affera, Inc. by Medtronic plc in August 2022, the company sold its investment in Affera to Medtronic and recorded a gain of EUR 84 million on the sale.income taxes line item.  

    Cumulative translation adjustments related to investments in associates were EUR 22(21) million as of December 31, 2022 (2021:2023 (2022: EUR 32(22) million).

    Involvement with unconsolidated structured entities

    Philips founded three Philips Medical Capital (PMC) entities, in the United States,US, France and Germany, in which Philips holds a minority interest. Philips Medical Capital, LLC in the United StatesUS is the most significant entity. PMC entities provide healthcare equipment financing and leasing services to Philips customers for diagnostic imaging equipment, patient monitoring equipment, and clinical IT systems.

    The company concluded that it does not control, and therefore should not consolidate the PMC entities. In the United States,US, PMC operates as a subsidiary of De Lage Landen Financial Services, Inc. The same structure and treatment is applied to the PMC entities in the other countries, with other majority shareholders. Operating agreements are in place for all PMC entities, whereby acceptance of sales and financing transactions resides with the respective majority shareholder. After acceptance of a transaction by PMC, Philips transfers control and does not retain any obligations towards PMC or its customers, from the sales contracts.

    As of December 31, 2022,2023, Philips’ shareholding in Philips Medical Capital, LLC had a carrying value of EUR 2927 million (December 31, 2021:2022: EUR 2729 million).

    The company does not have any material exposures to losses from interests in unconsolidated structured entities other than the invested amounts.

    6Income from operations

    Accounting policies
    Revenue recognition

    The company recognizes revenue when it transfers control over a good or service to a customer, in an amount that reflects the consideration (i.e., transaction price) to which the company expects to be entitled to in exchange for the good or service. 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. The company adjusts the consideration for the time value of money if the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds six months.

    Transfer of control varies depending on the individual terms of the contract of sale. For consumer-type products in the segment Personal Health businesses,segment, 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.

    Revenues from transactions relating to distinct goods or services are accounted for separately based on their relative stand-alone selling prices. The stand-alone selling price is the price that would be charged for the goods or service in a separate transaction under similar conditions to similar customers. The transaction price is determined (considering variable considerations) and allocated to performance obligations based on their relative stand-alone selling prices. These transactions mainly occur in the segments Diagnosis & Treatment businesses and Connected Care businesses and include arrangements that require subsequent installation and training activities 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., when the installation has been completed and the equipment is ready to be used by the customer in the way contractually agreed.

    Variable consideration is included in the transaction price to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognized will not occur once associated uncertainties are resolved. Such assessment is performed on each reporting date to check whether it is constrained. 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 recognized for assurance-type product 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-type product warranty. For such warranties which provide distinct service, revenue recognition occurs on a straight-line basis over the extended warranty contract period. Occasionally, the company may offer a full or partial refund of consideration previously paid, for example as part of the resolution to warranty related matters. In such instances, a provision is recognized for the amounts expected to be refunded to customers, and remeasured at each reporting date to reflect changes in the estimated refunds, with a corresponding adjustment to revenue.

    In the case of loss under a sales agreement, the loss is recognized immediately.

    Sale of goods

    Revenues are recognized at a point in time when control of the goods passes to the buyer, based on the allocation of the transaction price to the performance obligation.

    Revenue from services

    Revenues are recognized over time as the company transfers control of the services to the customer which is demonstrated by the customer simultaneously receiving and consuming the benefits provided by the company. The amount of revenues is measured by reference to the progress made towards complete satisfaction of the performance obligation, which in general is evenly over time. Service revenue related to repair and maintenance activities for goods sold is recognized ratably over the service period or as services are rendered.

    Income from royalties

    Royalty income from brand license arrangements and from intellectual property rights, such as technology licenses or patents, is recognized on an accrual basis in accordance with the substance of the relevant agreement.

    Shipping and handling

    Expenses incurred for shipping and handling are mainly recorded as cost of sales. 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 related to sales to third parties are partly recorded as selling expenses. When shipping and handling billed to customers are considered a distinct and separate performance obligation, the fees are recognized as revenue and costs included in cost of sales.

    Other business income (expenses)

    Other business income (expenses) includes gains and losses on the sale of property, plant and equipment, gains and losses on the sale of businesses as well as other gains and losses not related to the company’s operating activities.

    Government grants

    Grants from governments are recognized at their fair value when there is a reasonable assurance that the grant will be received and the company will comply with the conditions. Grants related to costs are deferred in the consolidated balance sheet and recognized in the consolidated statement of income as a reduction of the related costs that they are intended to compensate. Grants related to assets are deducted from the cost of the asset and presented net in the consolidated balance sheets.

    Accounting estimates and judgments
    Sales-related accruals

    The company has sales promotions-related agreements with distributors and retailers designed to promote the sale of products. Among the programs are arrangements under which rebates and discounts can be earned by the distributors and retailers by attaining agreed upon sales levels, or for participating in specific marketing programs. Management estimates the sales-related accruals associated with these arrangements based on a combination of historical patterns and future expectations regarding which promotional targets are expected to be met by distributors and retailers. Accrued customer rebates are presented as other current liabilities, unless there is a right to offset against the respective accounts receivable.

    A breakdown by nature of the income (loss) from operations is as follows:

    Philips Group

    Sales and costs by nature

    in millions of EUR

    202020212022202120222023
    Sales17,31317,15617,82717,15617,82718,169
    Costs of materials used(4,221)(4,142)(4,320)(4,142)(4,320)(4,626)
    Employee benefit expenses(6,289)(6,246)(6,952)(6,246)(6,952)(6,903)
    Depreciation and amortization1)(1,462)(1,323)(1,602)(1,323)(1,602)(1,261)
    Impairment of goodwill(144)(15)(1,357)(15)(1,357)(8)
    Shipping and handling(554)(645)(756)(645)(756)(668)
    Advertising and promotion(696)(752)(739)(752)(739)(700)
    Lease expenses(34)(19)(39)(19)(39)(51)
    Other operational costs(2,741)(3,524)(3,609)(3,524)(3,609)(3,535)
    Other business income (expenses)9263186318(533)
    Income from operations1,264553(1,529)553(1,529)(115)
    1)1)Includes impairments; for impairment values please refer to Property, plant and equipment and Intangible assets excluding goodwill

    Sales composition and disaggregation

    For information related to sales on a segment and geographical basis, refer to Information by segment and main country.

    Philips Group

    Sales composition

    in millions of EUR

    202020212022202120222023
    Goods12,49111,98112,13911,98112,13912,419
    Services4,0584,3744,8784,3744,8784,926
    Royalties301383419383419434
    Total sales from contracts with customers16,85116,73817,43516,73817,43517,779
    Sales from other sources462418391418391390
    Total sales17,31317,15617,82717,15617,82718,169

    Sales of goods include provisions of EUR 174 million that were recognized as a reduction of sales, primarily for (partial) refunds to customers in connection with the proposed Respironics consent decree. Refer to Provisions.

    Total sales from other sources mainly relates to operating leases including sublease income from right-of-use assets and related services ofEUR 234 million (2022: EUR 258 million (2021:2021: EUR 293 million 2020: EUR 325 million). Sales represent revenue from external customers.

    As of December 31, 2022,2023, the aggregate amount of the transaction price allocated to remaining performance obligations from a sale of goods and services was EUR 16.5715,571 million. The company expects to recognize approximately 50%47% of the remaining performance obligations within 1 year. Revenue expected to be recognized beyond 1 year is mostly related to longer term customer service and software contracts.

    Sales over time represent services and Other also includes royalties over time (2022:(2023: EUR 283 million 2022: EUR 292 million 2021: EUR 220 million 2020: EUR 211 million).
    Sales per geographic area are reported based on country of destination.

    Philips Group

    Disaggregation of Sales per segment

    in millions of EUR

    20222023
    Sales at a
    point in time
    Sales
    over time
    Total sales from
    contracts with customers
    Sales from
    other sources
    Total
    sales
    Sales at a
    point in time
    Sales
    over time
    Total sales from
    contracts with customers
    Sales from
    other sources
    Total
    sales
    Diagnosis & Treatment5,5653,5479,112569,1685,7622,9788,742768,818
    Connected Care2,8031,2664,0683354,4032,9701,8544,8243145,138
    Personal Health3,615113,6263,6263,586163,602 3,602
    Other279348629-629251361612-612
    Philips Group12,2635,17217,43539117,82712,5695,21017,77939018,169

    Philips Group

    Disaggregation of Sales per segment

    in millions of EUR

    20212022
    Sales at a
    point in time
    Sales
    over time
    Total sales from
    contracts with customers
    Sales from
    other sources
    Total
    sales
    Sales at a
    point in time
    Sales
    over time
    Total sales from
    contracts with customers
    Sales from
    other sources
    Total
    sales
    Diagnosis & Treatment5,4083,1778,583528,6355,2852,9508,234558,290
    Connected Care3,1161,0904,2073664,5733,0791,8534,9323365,268
    Personal Health3,42363,4293,4293,615113,626 3,626
    Other194323518-519284357643-643
    Philips Group12,1424,59616,73841817,15612,2635,17217,43539117,827

    Philips Group

    Disaggregation of Sales per segment

    in millions of EUR

    20202021
    Sales at a
    point in time
    Sales
    over time
    Total sales from
    contracts with customers
    Sales from
    other sources
    Total
    sales
    Sales at a
    point in time
    Sales
    over time
    Total sales from
    contracts with customers
    Sales from
    other sources
    Total
    sales
    Diagnosis & Treatment5,1332,9978,129468,1755,1202,6567,776507,825
    Connected Care4,1839435,1264175,5433,3991,6045,0023695,371
    Personal Health3,19543,1993,1993,42363,429 3,429
    Other69327396-396200330530-530
    Philips Group12,5804,27116,85146217,31312,1424,59616,73841817,156

    Philips Group

    Disaggregation of Sales per geographical clustergeographic area

    in millions of EUR

    20222023
    Sales at a
    point in time
    Sales
    over time
    Total sales from
    contracts with customers
    Sales from
    other sources
    Total
    sales
    Sales at a
    point in time
    Sales
    over time
    Total sales from
    contracts with customers
    Sales from
    other sources
    Total
    sales
    Western Europe2,3871,1833,572313,6032,5521,2213,770493,819
    North America4,8892,6127,502867,5884,8592,6087,470927,562
    Other mature geographies9723991,3692741,6439803981,3782481,626
    Total mature geographies8,2484,19412,44339012,833
    Mature geographies8,3924,22712,61838913,007
    Growth geographies4,0159784,99214,9934,1779845,16115,162
    Sales12,2635,17217,43539117,82712,5695,21017,77939018,169

    Philips Group

    Disaggregation of Sales per geographical clustergeographic area

    in millions of EUR

    20212022
    Sales at a
    point in time
    Sales
    over time
    Total sales from
    contracts with customers
    Sales from
    other sources
    Total
    sales
    Sales at a
    point in time
    Sales
    over time
    Total sales from
    contracts with customers
    Sales from
    other sources
    Total
    sales
    Western Europe2,5371,0873,624213,6452,3871,1833,572313,603
    North America4,4272,2686,695866,7814,8892,6127,502867,588
    Other mature geographies1,0003861,3863091,6949723991,3692741,643
    Total mature geographies7,9643,74111,70541512,120
    Mature geographies8,2484,19412,44339012,833
    Growth geographies4,1788565,03335,0364,0159784,99214,993
    Sales12,1424,59616,73841817,15612,2635,17217,43539117,827

    Philips Group

    Disaggregation of Sales per geographical clustergeographic area

    in millions of EUR

    20202021
    Sales at a
    point in time
    Sales
    over time
    Total sales from
    contracts with customers
    Sales from
    other sources
    Total
    sales
    Sales at a
    point in time
    Sales
    over time
    Total sales from
    contracts with customers
    Sales from
    other sources
    Total
    sales
    Western Europe2,7479363,682193,7022,5371,0873,624213,645
    North America4,6542,1356,789956,8844,4272,2686,695866,781
    Other mature geographies1,0353731,4083421,7501,0003861,3863091,694
    Total mature geographies8,4353,44411,87945712,336
    Mature geographies7,9643,74111,70541512,120
    Growth geographies4,1458284,97254,9774,1788565,03335,036
    Sales12,5804,27116,85146217,31312,1424,59616,73841817,156

    Costs of materials used

    Cost of materials used represents the inventory recognized in cost of sales.

    Employee benefit expenses

    Philips Group

    Employee benefit expenses

    in millions of EUR

    202020212022202120222023
    Salaries and wages excluding share-based compensation5,0855,0145,5945,0145,5945,635
    Share-based compensation11911510411510497
    Post-employment benefit costs418396439396439402
    Other social security and similar charges:    
    Required by law556529590529590567
    Voluntary111192225192225202
    Employee benefit expenses6,2896,2466,9526,2466,9526,903

    The employee benefit expenses relate to employees who are working on the payroll of Philips, both with permanent and temporary contracts.

    For further information on post-employment benefit costs, refer to Post-employment benefits.

    For details on the remuneration of the members of the Board of Management and the Supervisory Board, refer to Information on remuneration.

    Employees

    The average number (full-time equivalents, or FTEs) of employees by category is summarized as follows:

    Philips Group

    Employees by category

    in FTEs

    202020212022202120222023
    Production35,48238,61839,74238,61839,74235,281
    Research & development10,81210,75111,69010,75111,69010,833
    Other22,47422,54323,01922,54323,01923,001
    Employees68,76971,91274,45171,91274,45169,115
    Third party workers4,9984,5334,0864,5334,0863,149
    Philips Group73,76776,44578,53876,44578,53872,264

    Employees consist of those persons working on the payroll of Philips and whose costs are reflected in employee benefit expenses. Other consists of employees in commercial, general and administrative functions. Third party workers consist of personnel hired on a per-period basis, via external companies.

    Philips Group

    Employees by geographical location

    in FTEs

    202020212022202120222023
    Netherlands11,14611,14211,18011,14211,1809,794
    Other countries62,62165,30367,35765,30367,35762,471
    Philips Group73,76776,44578,53876,44578,53872,264

    Depreciation and amortization

    Depreciation of property, plant and equipment and amortization of intangible assets, including impairments, are as follows:

    Philips Group

    Depreciation and amortization1)

    in millions of EUR

    202020212022202120222023
    Depreciation of property, plant and equipment691630711630711689
    Amortization of software76881178811798
    Amortization of other intangible assets377322363322363290
    Amortization of development costs319284411284411184
    Depreciation and amortization1,4621,3231,6021,3231,6021,261
    1)1)Includes impairments; for impairment values please refer to Property, plant and equipment and Intangible assets excluding goodwill

    Depreciation of property, plant and equipment is mainly included in cost of sales. Amortization of software is mainly included in general and administration expenses. Amortization of other intangible assets is included in selling expenses for brand names and customer relationships and is included in cost of sales for technology based and other intangible assets. Amortization of development costs is included in research and development expenses.

    Impairment of goodwill

    In 2023 a goodwill charge of EUR 8 million was recorded for the partial impairment of goodwill allocated to a business that was classified as held-for-sale as of December 31, 2023. During 2022, EUR 1,331 million of goodwill impairment charges were recorded in the Sleep & Respiratory Care business, due to revisions to the expected future cash flows. In addition, a EUR 27 million goodwill impairment was recognized in the Precision Diagnosis Solutions business. For further information refer to note Goodwill.

    Shipping and handling

    Shipping and handling costs are included in cost of sales and selling expenses in the Consolidated statements of income.

    Advertising and promotion

    Advertising and promotion costs are included in selling expenses in the Consolidated statements of income.

    Lease expense

    Lease expense relates to short-term and low value leases.

    Other operational costs

    Other operational costs contain items which are dissimilar in nature and individually insignificant in amount to disclose separately. These costs contain among others expenses for outsourcing services, mainly in Information Technology and Human Resources, third party workers, consultants, warranty, patents, costs for travelling and external legal service. Government grants of EUR 10395 million were recognized as cost reduction in 2022 (2021:2023 (2022: EUR 104103 million 2020:2021: EUR 98104 million). The grants mainly relate to research and development activities and business development. The increase in other operational costs 2021 versus 2020 is mainly due to the Respironics field action provision. For more details refer to Provisions .

    Audit and audit-related fees

    The following table shows the fees attributable to the fiscal years 2020, 2021, 2022 and 20222023 for services rendered by the external auditors.

    Philips Group

    Audit and audit-related fees

    in millions of EUR

    202020212022202120222023
    EY NL1)EY NetworkTotalEY NL1)EY NetworkTotalEY NL1)EY NetworkTotalEY NL1)EY NetworkTotalEY NL1)EY NetworkTotalEY NL1)EY NetworkTotal
    Audit fees9.05.614.610.35.415.78.95.514.410.35.415.79.55.615.29.75.114.7
    consolidated financial statements9.02.911.910.32.713.08.93.011.910.32.713.09.53.112.69.72.612.3
    statutory financial statements 2.72.7 2.72.72.52.5 2.7 2.5 2.5
            
    Audit-related fees2)2.20.52.70.60.30.90.70.20.90.60.30.90.80.21.00.90.21.0
    divestment1.50.21.7        
    sustainability assurance0.5 0.50.5 0.50.6 0.60.5 0.50.6 0.60.8 0.8
    other0.20.30.50.10.30.40.10.20.30.10.30.40.10.20.30.10.20.3
    Tax fees         - 
    All other fees          
    Fees11.26.117.310.95.716.69.65.715.310.95.716.610.35.816.210.65.215.8
    1)1)Ernst & Young Accountants LLP2)2)Also known as Assurance fees

    Other business income (expenses)

    Other business income (expenses) consists of the following:

    Philips Group

    Other business income (expenses)

    in millions of EUR

    202020212022202120222023
    Result on disposal of businesses:    
    income-4-450
    expenses-(75)-(75)--
    Result on disposal of fixed assets:    
    income224324312
    expenses-(5)(1)(5)(1)(1)
    Result on other remaining businesses:    
    income12016112116112149
    expenses(30)(43)(109)(43)(109)(643)
    Other business income (expenses)9263186318(533)
    Total other business income122186127186127112
    Total other business expenses(29)(123)(109)(123)(109)(645)

    The result on disposal of businesses mainly relates to divestment of non-strategic businesses. For more information refer to Acquisitions and divestments.

    The result on disposal of fixed assets mainly relates to the sale of real estate assets.

    The result on other remaining businesses mainly relates to the revaluation of contingent consideration and various legal matters. In 2023 Philips Respironics recorded a EUR 575 million provision in connection with the anticipated resolution of the economic loss class action. For more information on contingent consideration, refer to Provisions.
    In 2023 a loss of EUR 23 million related to a minority participation was recognized in Other business expenses. For more information refer to
    Interests in entities.

    7Financial income and expenses

    Accounting policies

    Financial income and expenses are recognized on the accrual basis in the consolidated statements of income. Interest income and expense are measured using the effective interest method. Dividend income is recognized in the consolidated statements of income on the date that the company’s right to receive payment is established, which in the case of quoted securities is normally the ex-dividend date.

    Philips Group

    Financial income and expenses

    in millions of EUR

    202020212022202120222023
    Interest income131825182546
    Interest income from loans and receivables877713
    Interest income from cash and cash equivalents51118111833
    Dividend income from financial assets323232
    Net gains from disposal of financial assets2----
    Net change in fair value of financial assets through profit or loss129959959 
    Other financial income123320332015
    Financial income158149581495863
    Interest expense(173)(159)(235)(159)(235)(277)
    Interest expense on debt and borrowings(130)(126)(200)(126)(200)(229)
    Finance charges under lease contract(29)(25)(25)(25)(27)
    Interest expense on pensions(13)(8)(10)(8)(10)(21)
    Provision-related accretion expenses(10)(5)(9)(5)(9)(29)
    Net foreign exchange gains (losses)4-9-9(23)
    Net change in fair value of financial assets through profit or loss (26)
    Other financial expenses(23)(24)(24)(24)(21)
    Financial expenses(202)(188)(258)(188)(258)(376)
    Financial income and expenses(44)(39)(200)
    Financial income and expenses, net(39)(200)(314)

    In 2023, financial income and expenses, net increased by EUR 114 million year-on-year, mainly due to fair value losses and net foreign exchange losses in 2023, compared to gains in 2022. The fair value losses mainly relate to power purchase agreements for renewable energy, limited-life funds (mainly Gilde Healthcare) and other investments recognized at fair value through profit and loss. Furthermore, provision-related accretion expenses and net interest expense were higher in 2023 compared to 2022. Net interest expense in 2023 was EUR 21 million higher than in 2022, mainly due the issuance of new debt in 2022 and 2023 and the impact of increasing interest rates. 

    In 2022, Financial income and expenses increased by EUR 161 million year-on-year, mainly due to higher interest expense and lower fair value gains. The lower fair value gains compared to 2021 are mainly from investments in limited-life funds (mainly Gilde Healthcare) and other investments recognized at fair value through profit or loss compared with in 2021.loss. Net interest expense in 2022 was EUR 69 million higher than in 2021, mainly due to the financial charges related to early redemption of EUR and USD bonds and the issuance of new EUR bonds issued in 2022. The decrease in 2022 compared to 2021 in other financial income is mainly due to higher interest income on tax in 2021.

    In 2021, Financial income and expenses decreased by EUR 5 million year-on-year, mainly due to higher other financial income and lower interest expense, offset by lower fair value gain. Fair value gains of EUR 95 million are from investments in limited-life funds (mainly Gilde Healthcare) and other investments recognized at fair value through profit or loss. Net interest expense in 2021 was EUR 19 million lower than in 2020, mainly due to lower interest expense on borrowings and provisions, and interest expense on pensions. The increase in other financial income is mainly due to higher interest income on tax.

    8Income taxes

    Accounting policies

    Income taxes comprise of current, non-current and deferred tax. Income tax is recognized in the Consolidated statements of income except to the extent that it relates to items recognized directly within equity or in other comprehensive income. Current tax is the expected taxes payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

    In cases where it is concluded it is not probable that tax authorities will accept a tax treatment, the effect of the uncertainty is reflected in the recognition and measurement of tax assets and liabilities or, alternatively, a provision is made for the amount that is expected to be settled, where this can be reasonably estimated. This assessment relies on estimates and assumptions and may involve a series of judgments about future events. New information may become available that causes the company to change its judgment regarding the adequacy of existing tax assets and liabilities. Such changes to tax assets and liabilities will impact the income tax expense in the period during which such a determination is made.

    Deferred tax assets and liabilities are recognized, using the consolidated balance sheetssheet method, for the expected tax consequences of temporary differences between the carrying amounts of assets and liabilities and the amounts used for taxation purposes. Deferred tax is not recognized for the following temporary differences: (a) the initial recognition of goodwill; or (b) the initial recognition of assets and liabilitiesan asset or liability in a transaction thatwhich: (i) is not a business combination, and that(ii) at the time of transaction, affects neither accounting profit nor taxable profit;profit (tax loss), (iii) at the time of the transaction, does not give rise to equal amounts of taxable and deductible differences; or (c) differences relating to investments in subsidiaries, joint ventures and associates where the reversal of the respective temporary difference can be controlled by the company and it is probable that it will not reverse in the foreseeable future. Deferred taxes are measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity or on different taxable entities, but the company intends to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.

    A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences to the extent that it is probable that there will be future taxable profits against which they can be utilized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the countries where the deferred tax assets originated and during the periods when the deferred tax assets become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.

    Deferred tax liabilities for withholding taxes are recognized for subsidiaries in situations where the income is to be paid out as dividend in the foreseeable future and for undistributed earnings of unconsolidated companies to the extent that these withholding taxes are not expected to be refundable or deductible. Changes in tax rates and tax laws are reflected in the period when the change was enacted or substantively enacted by the reporting date.

    Any subsequent adjustment to a tax asset or liability that originated in discontinued operations and for which no specific arrangements were made at the time of divestment, due to a change in the tax base or its measurement, is allocated to discontinued operations (i.e. backwards tracing). Examples are a tax rate change or change in retained assets or liabilities directly relating to the discontinued operation. Any subsequent change to the recognition of deferred tax assets is allocated to the component in which the taxable gain is or will be recognized. The above principles are applied to the extent the ‘discontinued operations’ are sufficiently separable from continuing operations.

    Consistent with the IAS 12 amendment regarding Pillar Two taxation as issued by the IASB and adopted by the EU, Philips does not recognize and disclose deferred taxes arising from tax laws that implement Pillar Two model rules published by the Organisation for Economic Co-operation and Development. Furthermore, Philips will recognize and disclose the impact (if any) from Pillar Two income taxes on current tax effective from 2024.

    Accounting estimates and judgments
    Deferred tax recoverability

    Deferred tax assets are recognized to the extent that it is probable that there will be future taxable profits against which these can be utilized. Significant judgment is involved in determining whether such profits are probable. Management determines this on the basis of expected taxable profits arising from the reversal of recognized deferred tax liabilities, appropriate tax planning opportunities to support business goals and on the basis of forecasts.

    Uncertain tax positions

    Uncertain tax positions are recognized as liabilities if and to the extent it is probable that additional tax will be due and the amount can be reliably measured. Significant judgment is involved in determining these positions. 

    The income tax benefit of continuing operations amounts to EUR 73 million (2022: EUR 113 million (2021:tax benefit, 2021: EUR 103 million tax benefit, 2020: EUR 212 million tax expense)benefit).

    The components of income before taxes and income tax expense are as follows:

    Philips Group

    Income tax expense

    in millions of EUR

    202020212022202120222023
    Income before taxes1,211509(1,731)509(1,731)(526)
    Investments in associates, net of income taxes(9)(4)(2)(4)(2)(98)
    Income before taxes and Investment in associates1,220513(1,729)513(1,729)(429)
        
    Current tax (expense) benefit(380)(298)(97)(298)(97)(201)
    Deferred tax (expense) benefit167401210401210274
    Income tax (expense) of continuing operations(212)103113
    Income tax (expense) benefit of continuing operations10311373

    Income tax benefit of continuing operations excludes the tax benefit of the discontinued operations of EUR 9 million (2022: EUR 18 million (2021:benefit, 2021: EUR 737 million expense, 2020: EUR 81 million expense), mainly related to the release of provisions.

    The components of income tax expense of continuing operations are as follows:

    Philips Group

    Current income tax expense

    in millions of EUR

    202020212022202120222023
    Current year tax (expense) benefit(390)(291)(111)(291)(111)(211)
    Prior year tax (expense) benefit10(7)14(7)1410
    Current tax (expense) benefit(380)(298)(97)(298)(97)(201)

    Philips Group

    Deferred income tax expense

    In millions of EUR

     202020212022 202120222023
    Recognition of previously unrecognized tax loss and credit carryforwards 61382 138272
    Unrecognized tax loss and credit carryforwards (10)(13) (10)(13)(41)
    Changes to recognition of temporary differences 19(1)(4) (1)(4)(112)
    Prior year tax (expense) benefit (8)20(1) 20(1)(2)
    Tax rate changes 1210(18) 10(18)4
    Origination and reversal of temporary differences, tax losses and tax credits 137245244 245244353
    Deferred tax (expense) benefit 167401210 401210274

    Philips’ operations are subject to income taxes in various foreign jurisdictions. The statutory income tax rate varies per country, which results in a difference between the weighted average statutory income tax rate and the Netherlands’ statutory income tax rate of 25.8% (2021: 25.0% 2020:(2022: 25.8% 2021: 25.0%).

    A reconciliation of the weighted average statutory income tax rate to the effective income tax rate of continuing operations is as follows:

    Philips Group

    Effective income tax rate

    in %

    202020212022202120222023
    Weighted average statutory income tax rate in %25.222.723.622.723.622.0
    Recognition of previously unrecognized tax loss and credit carryforwards(0.5)(26.9)0.1(26.9)0.116.8
    Unrecognized tax loss and credit carryforwards0.01.9(0.7)1.9(0.7)(9.6)
    Changes to recognition of temporary differences(1.6)0.3(0.2)0.3(0.2)(26.2)
    Non-taxable income and tax incentives(12.9)(40.6)5.8(40.6)5.822.8
    Non-deductible expenses7.019.3(22.9)19.3(22.9)(10.7)
    Withholding and other taxes0.67.2(1.4)7.2(1.4)(5.1)
    Tax rate changes(1.0)(1.9)(1.0)(1.9)(1.0)0.9
    Prior year tax(0.2)(2.4)0.7(2.4)0.71.9
    Tax expense (benefit) due to change in uncertain tax treatments1.24.42.84.42.82.3
    Others, net(0.2)(4.0)(0.2)(4.0)(0.2)1.9
    Effective income tax rate17.6(20.0)6.5(20.0)6.517.0

    The effective income tax rate is lower than the weighted average statutory income tax rate in 20222023 mainly due to the recognition of previously unrecognized tax loss and credit carryforwards, which is mainly related to a non-deductible goodwill impairment in the Sleep & Respiratory Care businessone-off recognition of tax credits and other non-deductible expenses such as share based compensation expenses, partly offset bynon-taxable income and tax incentives which includes recurring favorable tax incentives related to R&D investments, the innovation box regime in the Netherlands and export activities. This is partly offset by the changes to recognition of temporary differences, which mostly represents deferred tax assets not fully recognized in United States. 

    Due to the loss position in 2022,2023, items such as non-deductible expense lead to a decrease of the effective income tax rate and items such as tax incentives lead to an increase in the effective income tax rate.

    Global minimum tax (Pillar Two)

    In December 2021, the OECD released model rules to introduce a global minimum corporate income tax rate of 15% applicable to multinational enterprise groups with global revenue over EUR 750 million (“Pillar Two”). The formal adoption of Directive (EU) 2022/2523 in December 2022 aims to achieve a coordinated implementation of Pillar Two in the EU Member States. The Dutch implementation of Pillar Two, the so-called Minimum Tax Rate Act 2024 (the “MTR Act”), was enacted in December 2023 and will apply to Philips from the financial year ending December 31, 2024 and onwards. Under this legislation, Philips may be required to pay top-up taxes on profits if the related Pillar Two jurisdictional effective tax rate is less than 15%.

    Philips will be affected by the “MTR Act” as well as the implementation of Pillar Two per local law in other jurisdictions and has performed an assessment of the Group’s potential exposure to the Pillar Two legislation.

    This assessment indicates potential exposure from the constituent entities in Hong Kong and the United Arab Emirates, where the Pillar Two effective tax rate is below 15%. This would potentially have resulted in top-up taxes had Pillar Two legislation been effective in 2023. The assessment of the potential exposure to top-up taxes is based on the profits and tax expenses determined as part of the preparation of Philips’ consolidated financial statement, most recent tax fillings and country-by-country reporting. The Pillar Two effective tax rate is lower in these jurisdictions due to exempted income and domestic tax rates either below or close to 15%.

    The group effective tax rate, had Pillar Two legislation been effective from 2023, would have been 16.4% which is 0.6% lower than the reported effective tax rate of 17% under IFRS. The decrease in the effective tax rate can be attributed to the reduction in the income tax benefit of continuing operations resulting from the inclusion of potential top-up tax exposure (expense).

    Deferred tax assets and liabilities

    Deferred tax assets are recognized for temporary differences, unused tax losses, and unused tax credits to the extent that realization of the related tax benefits is probable. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the countries where the deferred tax assets originated and during the periods when the deferred tax assets become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment.

    Net deferred tax assets relate to the following underlying assets and liabilities and tax loss carryforwards (including tax credit carryforwards) and their movements during the years 20222023 and 20212022 respectively are presented in the following tables.

    The net deferred tax assets of EUR 2,3582,556 million (2021:(2022: EUR 2,1342,358 million) consist of deferred tax assets of EUR 2,4492,627 million (2021:(2022: EUR 2,2162,449 million) and deferred tax liabilities of EUR 9171 million (2021:(2022: EUR 8391 million). Of the total deferred tax assets of EUR 2,4492,627 million as of December 31, 2022 (2021:2023 (2022: EUR 2,2162,449 million), EUR 1,4531,676 million (2021:(2022: EUR 121,453 million) is recognized in respect of entities in various countries where there have been tax losses in the current or preceding period.period, primarily the United States (US). The increase is mainly related to the United StatesUS where there has been a tax loss in 2022,2023, among others due to the consequencesPhilips Respironics’ business operations. Philips assessed the recoverability of the Respironics field action. Management'stax losses and recognized the related deferred tax asset only to the extent future tax profits are considered probable. For the recoverability assessment, the income projections were determined using similar methodology as used for goodwill impairment testing (for more information please refer to note Goodwill). The company evaluated multiple risk-adjusted scenarios which support the assumption that it is probable that the results of future operations will generate sufficient taxable income to utilize the tax losses as well the deductible temporary differences. The projections include forward-looking assumptions whereby the most recent available information was used to determine the expected period of recovery of the deferred tax assets. Relevant developments potentially impacting the period and probability of recovery will be monitored closely. 

    As of December 31, 20222023 the temporary differences associated with investments, including potential income tax consequences on dividends, for which no deferred tax liabilities are recognized, aggregate to EUR 355444 million (2021:(2022: EUR 298355 million).

    Philips Group

    Deferred tax assets and liabilities

    in millions of EUR

    Balance as of January 1, 2022recognized in income statementother1)Balance as of December 31, 2022AssetsLiabilitiesBalance as of January 1, 2023recognized in income statementother1)Balance as of December 31, 2023AssetsLiabilities
    Intangible assets58763(20)630783(152)63061(12)679826(147)
    Property, plant and equipment29(33)2(2)49(52)(2)18(103)(88)44(132)
    Inventories3727517464473(8)464(26)(78)360363(2)
    Other assets68(16)(8)4498(55)4420120184233(48)
    Pensions and other employee benefits1806(32)153175(22)15369(29)193204(11)
    Other liabilities499(34)17483560(77)483(56)69496521(25)
    Deferred tax assets on tax loss carryforwards39814938586 586188(44)730 
    Set-off deferred tax positions (275)275 (294)294
    Net deferred tax assets2,134210142,3582,449(91)2,358274(77)2,5562,627(71)
    1)1)Other includes the movements of assets and liabilities recognized in equity and OCI, which includes foreign currency translation differences, acquisitions and divestments.

    Philips Group

    Deferred tax assets and liabilities

    in millions of EUR

    Balance as of January 1, 2021recognized in income statementother1)Balance as of December 31, 2021AssetsLiabilitiesBalance as of January 1, 2022recognized in income statementother1)Balance as of December 31, 2022AssetsLiabilities
    Intangible assets240535(188)587716(130)58763(20)630783(152)
    Property, plant and equipment3213(16)2955(26)29(33)2(2)49(52)
    Inventories3133128372381(9)3727517464473(8)
    Other assets97(30)168112(43)68(16)(8)4498(55)
    Pensions and other employee benefits245(45)(21)180182(2)1806(32)153175(22)
    Other liabilities3849125499584(84)499(34)17483560(77)
    Deferred tax assets on tax loss carryforwards449(194)143398 39814938586 
    Set-off deferred tax positions (211)211 (275)275
    Net deferred tax assets1,761401(28)2,1342,216(83)2,134210142,3582,449(91)
    1)1)Other includes the movements of assets and liabilities recognized in equity and OCI, which includes foreign currency translation differences, acquisitions and divestments.

    The company has available tax loss and credit carryforwards, which expire as follows:

    Philips Group

    Expiry years of net operating loss and credit carryforwards

    in millions of EUR

    Total Balance as of December 31, 2021Unrecognized balance as of December 31, 2021Total Balance as of December 31, 2022Unrecognized balance as of December 31, 2022Total
    balance as of
    December 31,
    2022
    Unrecognized
    balance as of
    December 31,
    2022
    Total
    balance as of
    December 31,
    2023
    Unrecognized
    balance as of
    December 31,
    2023
    Within 1 year1,5931,59243431715
    1 to 2 years6-1051052016
    2 to 3 years9-939372
    3 to 4 years7-13413495
    4 to 5 years18-3833833816
    Later75121812938129380881
    Unlimited1,5679342,3019202,3019202,9971,231
    Total3,9512,5473,1871,0323,1871,0323,8961,366

    The increase in the unrecognized balance as of December 31, 2023 is mainly explained by the US.

    As of December 31, 2022,2023, the amount of deductible temporary differences for which no deferred tax asset has been recognized in the balance sheet was EUR 125 million (2022: EUR 45 million (2021: EUR 33 million). The unrecognized balance as of December 31, 2021 (expiring within 1 year, EUR 1,592 million) which were partly utilized and the remainder expired unutilized. 

    Tax risks

    Philips is exposed to tax risks and uncertainty over tax treatments. For particular tax treatments that are not expected to be accepted by tax authorities, Philips either recognizes a liability or reflects the uncertainty in the recognition and measurement of its current and deferred tax assets and tax attributes. For the measurement of the uncertainty, Philips uses the most likely amount or the expected value of the tax treatment. The expected liabilities resulting from the uncertain tax treatments are included in non-current tax liabilities (2022:(2023: EUR 435390 million, 2021:2022: EUR 544435 million, decrease due to release of liabilities, in combination with higher tax losses or similar tax carryforwards that can be used if uncertain tax treatments were settled for the presumed amount at balance sheet date). The positions include, among others, the following:

    Transfer pricing risks

    Philips has issued transfer pricing directives, which are in accordance with international guidelines such as those of the Organization of Economic Co-operation and Development. In order to reduce the transfer pricing uncertainties, monitoring procedures are carried out by Group Tax to safeguard the correct implementation of the transfer pricing directives. However, tax disputes can arise due to inconsistent transfer pricing regimes and different views on "at arm's length" pricing.

    Tax risks on general and specific service agreements and licensing agreements

    Due to the centralization of certain activities (such as research and development, IT and group functions), costs are also centralized. As a consequence, these costs and/or revenues must be allocated to the beneficiaries, i.e. the various Philips entities. For that purpose, service contracts such as intra-group service agreements and licensing agreements are signed with a large number of group entities. Tax authorities review these intra-group service and licensing agreements, and may reject the implemented intra-group charges. Furthermore, buy in/out situations in the case of (de)mergers could affect the cost allocation resulting from the intragroup service agreements between countries. The same applies to the specific service agreements.

    Tax risks due to disentanglements and acquisitions

    When a subsidiary of Philips is disentangled, or a new company is acquired, tax risks may arise. Philips creates merger and acquisition (M&A) teams for these disentanglements or acquisitions. In addition to representatives from the involved business, these teams consist of specialists from various group functions and are formed, among other things, to identify tax risks and to reduce potential tax claims.

    Tax risks due to permanent establishments

    A permanent establishment may arise when a Philips entity has activities in another country, tax claims could arise in both countries on the same income.

    9Earnings per share

    Accounting policies

    The company presents basic and diluted earnings per share (EPS) data for its common shares. Basic EPS is calculated by dividing the Net income (loss) attributable to shareholders by the weighted average number of common shares outstanding (after deduction of treasury shares) during the period. Diluted EPS is determined by adjusting the Net income (loss) attributable to shareholders and the weighted average number of common shares outstanding (after deduction of treasury shares) during the period, for the effects of all dilutive potential common shares, which comprise performance shares, restricted shares and share options granted under share-based compensation plans as well as forward contracts to repurchase shares.

    Philips Group

    Earnings per share

    in millions of EUR unless otherwise stated1)

    202020212022202120222023
    Income from continuing operations999612(1,618)612(1,618)(454)
    Income from continuing operations attributable to shareholders991608(1,622)608(1,622)(456)
    Income from continuing operations attributable to non-controlling interests843432
    Income from discontinued operations1962,711132,71113(10)
    Income from discontinued operations attributable to shareholders1962,711132,71113(10)
    Net income1,1953,323(1,605)3,323(1,605)(463)
    Net income attributable to shareholders1,1873,319(1,608)3,319(1,608)(466)
    Net income attributable to non-controlling interests843432
        
    Weighted average number of common shares outstanding (after deduction of treasury shares) during the period907,721,150904,271,675881,615,862943,606,613920,950,800917,440,090
    Plus incremental shares from assumed conversions of:    
    Share options757,622387,12525,506387,12525,506 
    Performance shares5,561,5012,548,8911,147,7902,548,8911,147,7902,623,097
    Restricted shares2,584,7282,376,7361,986,5382,376,7361,986,5382,574,738
    Forward contracts to repurchase shares 70,32917,611,92070,32917,611,92015,511,844
    Dilutive potential common shares2)8,903,8515,383,08020,771,7535,383,08020,771,75320,709,680
    Diluted weighted average number of shares outstanding (after deduction of treasury shares) during the period916,625,001909,654,754881,615,862948,989,692920,950,800917,440,090
    Basic earnings per common share in EUR    
    Income from continuing operations attributable to shareholders1.090.67(1.84)0.64(1.76)(0.50)
    Income from discontinued operations attributable to shareholders0.223.000.022.870.01(0.01)
    Net income attributable to shareholders1.313.67(1.82)3.52(1.75)(0.51)
    Diluted earnings per common share in EUR2)    
    Income from continuing operations attributable to shareholders1.080.67(1.84)0.64(1.76)(0.50)
    Income from discontinued operations attributable to shareholders0.212.980.022.860.01(0.01)
    Net income attributable to shareholders1.293.65(1.82)3.50(1.75)(0.51)
        
    Dividend distributed per common share in EUR0.850.850.850.85
    1)1)Shareholders in this table refers to shareholders of Koninklijke Philips N.V. Per share calculations have been adjusted retrospectively for all periods presented to reflect the issuance of shares for the share dividend in respect of 2022.2)2)The dilutive potential common shares are not taken into account in the periods for which there is a loss, as the effect would be antidilutive

    Per-share calculations adjusted for share dividend

    On May 9, 2023, the General Meeting of Shareholders approved a dividend of EUR 0.85 per common share, in shares only. The dividend was settled in May through the issuance of 39,334,938 new common share. In accordance with IAS 33 Earnings Per Share, per share calculations have been adjusted retrospectively for all periods presented to reflect the issuance of shares for the share dividend in respect of 2022.

    10Property, plant and equipment

    Accounting policies
    Owned assets

    The cost of property, plant and equipment comprise all directly attributable costs (including the cost of material and direct labor).

    Depreciation is generally calculated using the straight-line method over the useful life of the asset. Land and assets under construction are not depreciated. When assets under construction are ready for their intended use, they are transferred to the relevant asset category and depreciation starts. All other property, plant and equipment items are depreciated over their estimated useful lives to their estimated residual values.

    The estimated useful lives of property, plant and equipment are as follows:

    Philips Group

    Useful lives of property, plant and equipment

      
    Buildingsfrom 5 to 50 years
    Machinery and installationsfrom 3 to 20 years
    Other equipmentfrom 1 to 10 years

    Property, plant and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the book value of the assets concerned may not be recoverable. An impairment loss is recognized for the amount by which the asset's book value exceeds their recoverable amount. Impairments are reversed if and to the extent that the impairment no longer exists. The recoverable amount is defined as the higher of the asset’s fair value less costs of disposal and its value in use.

    Gains and losses on the sale of property, plant and equipment are included in other business income. Costs related to repair and maintenance activities are expensed in the period in which they are incurred unless they extend the asset's original lifetime or capacity.

    Right-of-use assets

    The company leases various items of real estate, vehicles and other equipment. The company determines whether an arrangement constitutes or contains a lease based on the substance of the arrangement at the lease inception. The arrangement constitutes or contains a lease if fulfillment is dependent on the use of a specific asset and the arrangement conveys a right to use the asset, even if that asset is not explicitly specified in the arrangement.

    Company as a lessee

    The company recognizes right-of-use assets and lease liabilities for leases with a term of more than twelve months if the underlying asset is not of low value. Payments for short-term and low-value leases are expensed over the lease term. Extension options are included in the lease term if their exercise is reasonably certain. Right-of-use assets are measured at cost less accumulated depreciation and impairment losses, adjusted for any remeasurements. Right-of-use assets are depreciated using the straight-line method over the shorter of the lease term and the useful life of the underlying assets. 

    Company as a lessor

    When the company acts as a lessor, it determines at lease inception whether a lease is a finance lease or an operating lease. Leases in which the company does not transfer substantially all the risks and rewards incidental to ownership of an asset are classified as operating leases. The company recognizes lease payments received under operating leases as income on a straight-line basis over the lease term in the Consolidated statement of income.

    Accounting estimates and judgments
    Impairment of owned and right-of-use assets

    Judgments are required, not only to determine whether there is an indication that an asset may be impaired, but also whether indications exist that impairment losses previously recognized may no longer exist or may have decreased (impairment reversal). After indications of impairment have been identified, estimates and assumptions are used in the determination of the recoverable amount of a fixed asset. These involve estimates of expected future cash flows (based on future growth rates and remaining useful life) and residual value assumptions, as well as discount rates to calculate the present value of the future cash flows.

    Owned assets

    Estimates are required to determine the (remaining) useful lives of fixed assets. Useful lives are determined based on an asset's age, the frequency of its use, repair and maintenance policy, technology changes in production and expected restructuring. The company estimates the expected residual value per asset item. The residual value is the higher of the asset's expected sales price (based on recent market transactions of similar sold items) and its material scrap value. 

    Right-of-use assets

    Significant judgmentJudgment is required to determine the lease term. The assessment of whether the company is reasonably certain to exercise extension options impacts the lease term, which could affect the amount of lease liabilities and right-of-use assets recognized.

    Property, plant and equipment are fixed assets that are owned or right-of-use assets under a lease agreement.
    Owned and right-of-use assets are held for use in Philips' operating activities.

    Philips Group

    Property, plant and equipment

    in millions of EUR 

    2021202220222023
    Owned assets1,6411,7181,7181,565
    Right-of-use assets1,058919919919
    Total2,6992,6382,6382,483

    Philips Group

    Property, plant and equipment - owned assets 

    in millions of EUR 

    Land and
    buildings
    Machinery and installationsOther
    equipment
    Assets under constructionTotalLand and
    buildings
    Machinery and installationsOther
    equipment
    Assets under constructionTotal
    Balance as of January 1, 2022     
    Balance as of
    January 1, 2023
     
    Cost1,0971,5851,3822084,2731,1351,7791,4543094,676
    Accumulated depreciation(591)(1,074)(967) (2,632)(621)(1,291)(1,046) (2,958)
    Book value
    5065114152081,6415144884083091,718
    Additions110277314494111577239433
    Assets available for use3469111(220)(6)2090144(262)(8)
    Depreciation(56)(215)(176)-(447)(56)(196)(167) (420)
    Impairments(3)(20)(18)(1)(42)(5)(23)(17)-(45)
    Transfer (to) from AHFS(3) -(3)(1)(45) (46)
    Reclassifications1814(5)229152(17)(5)(6)
    Translation differences and other16262550(14)(22)(19)(7)(62)
    Total change

    8(23)(8)10078(39)(35)(45)(35)(154)
    Balance as of December 31, 2022     
    Balance as of
    December 31, 2023
     
    Cost1,1351,7791,4543094,6761,1141,7311,4042744,521
    Accumulated depreciation(621)(1,291)(1,046) (2,958)(638)(1,278)(1,041) (2,957)
    Book value5144884083091,7184764533632741,565

    Philips Group

    Property, plant and equipment - right-of-use assets

    in millions of EUR 

    Land and
    buildings
    Machinery and installationsOther
    equipment
    TotalLand and
    buildings
    Other
    equipment
    Total
    Balance as of January 1, 2022    
    Balance as of January 1, 2023 
    Cost1,3321762161,7241,3652061,571
    Accumulated depreciation(418)(139)(109)(666)(543)(108)(651)
    Book value
    914371071,05882298919
    Additions52-5410617562236
    Assets available for use516268
    Depreciation(155)(2)(58)(214)(150)(51)(201)
    Impairments(8)--(9)(23)-(23)
    Transfer (to) from AHFS3 3(2) (2)
    Reclassifications(19)(13)-(32)-4
    Translation differences and other31(23)(6)1(18)(5)(23)
    Total change

    (92)(37)(9)(139)(16)15(1)
    Balance as of December 31, 2022    
    Balance as of December 31, 2023 
    Cost1,365-2061,5711,4252161,641
    Accumulated depreciation(543)(108)(651)(619)(104)(722)
    Book value822-98919806112919

    Philips Group

    Property, plant and equipment - owned assets

    in millions of EUR 

    Land and
    buildings
    Machinery and installationsOther
    equipment
    Assets under constructionTotalLand and
    buildings
    Machinery and installationsOther
    equipment
    Assets under constructionTotal
    Balance as of January 1, 2021     
    Balance as of
    January 1, 2022
         
    Cost1,0761,5061,5722614,4151,0971,5851,3822084,273
    Accumulated depreciation(539)(1,028)(1,185) (2,752)(591)(1,074)(967) (2,632)
    Book value

    5374783872611,6635065114152081,641
    Additions96277261409110277314494
    Assets available for use72110117(305)(5)3469111(220)(6)
    Acquisitions-943 53
    Depreciation(53)(144)(158)(355)(56)(215)(176)-(447)
    Impairments(1)(6)(11)-(18)(3)(20)(18)(1)(42)
    Transfer (to) from AHFS(87)(16)(46)(20)(170)(3) - (3)
    Reclassifications62(10)1-1814(5)229
    Translation differences and other231416106516262550
    Total change

    (31)3329(53)(22)8(23)(8)10078
    Balance as of December 31, 2021     
    Balance as of
    December 31, 2022
         
    Cost1,0971,5851,3822084,2731,1351,7791,4543094,676
    Accumulated depreciation(591)(1,074)(967)(2,632)(621)(1,291)(1,046) (2,958)
    Book value5065114152081,6415144884083091,718

    Philips Group

    Property, plant and equipment - right-of-use assets

    in millions of EUR 

    Land and
    buildings
    Machinery and installationsOther
    equipment
    Assets under constructionTotalLand and
    buildings
    Machinery and
     installations
    Other
    equipment
    Total
    Balance as of January 1, 2021     
    Balance as of January 1, 2022    
    Cost1,14719921311,5601,3321762161,724
    Accumulated depreciation(310)(144)(86) (540)(418)(139)(109)(666)
    Book value

    8375512611,020914371071,058
    Additions150214421552-54106
    Assets available for use2355 16
    Acquisitions43  43
    Depreciation(157)(32)(63)(252)(155)(2)(58)(214)
    Impairments1(5)-(4)(8)--(9)
    Transfer (to) from AHFS(7)(1) (8)3  3
    Reclassifications2(1)1(19)(13)-(32)
    Translation differences and other44(2)(4)3931(23)(6)1
    Total change

    77(18)(20)(1)38(92)(37)(9)(139)
    Balance as of December 31, 2021     
    Balance as of December 31, 2022    
    Cost1,3321762161,7241,365-2061,571
    Accumulated depreciation(418)(139)(109)(666)(543) (108)(651)
    Book value914371071,058822-98919
    Lease related notes

    Below are the references with respect to year-end disclosures as lessee:

    Below are the references with respect to year-end disclosures as lessor:

    11Goodwill

    Accounting policies

    The measurement of goodwill at initial recognition is described in the Acquisitions and divestments note. Goodwill is subsequently measured at cost less accumulated impairment losses.

    Goodwill is not amortized but is instead tested for impairment annually and wheneverin the fourth quarter, or more frequently if indicators of potential impairment indicators require.exist. Internal orand external sources of information are considered to assess if there are indicators that an asset or a CGUgroups of cash-generating units (CGUs) may be impaired. In most casesGoodwill is allocated to groups of CGUs and tested for impairment at the company identifies its cash-generating units for goodwill at onebusiness level (one level below that of an operating segment. Cash flows atsegment), as this level are substantially independent from other cash flows and this isrepresents the lowest level at which goodwill is monitored by the Executive Committee.for internal management purposes. An impairment loss is recognized in the Consolidated statements of income whenever and to the extent that the carrying amount of a cash-generating unitgroup of CGUs exceeds the unit’s recoverable amount for the group of CGUs, whichever is the greater, its value in use or its fair value less cost of disposal. Value in use is measured as the present value of future cash flows expected to be generated by the asset. Fair value less cost of disposal is measured as the amount obtained from the sale of an asset in an arm’s length transaction, less costs of disposal.

    Accounting estimates and judgments

    The cash flow projections used in the value in use calculations for goodwill impairment testing contain various judgments and estimations as described in the key assumptions sections below.‘key assumptions’ section. 

    The changes in 20212022 and 20222023 were as follows:

    Philips Group

    Goodwill

    in millions of EUR

    2021202220222023
    Balance as of January 1    
    Cost9,09411,79311,79312,747
    Impairments(1,080)(1,156)(1,156)(2,509)
    Book value8,01410,63710,63710,238
        
    Acquisitions2,095317
    Acquisitions1)31724
    Impairments(15)(1,357)(1,357)(8)
    Divestments and transfers to assets classified as held for sale(189)
    Divestments and transfers to assets classified as held for sale2) (8)
    Translation differences and other732641641(370)
    Total change

    2,622(399)(399)(362)
    Balance as of December 31    
    Cost11,79312,74712,74712,133
    Impairments(1,156)(2,509)(2,509)(2,256)
    Book value10,63710,23810,2389,876

    In 2022, goodwill decreased by EUR 399 million, primarily as a result of goodwill impairments of EUR 1,357 million partially offset by translation differences of EUR 641 million and acquisitions of EUR 317 million (which includes changes in the provisional opening balance sheet position for certain 2021 acquisitions, refer1)Refer to Acquisitions and divestments2)Refer to Discontinued operations and assets classified as held for sale

    Effective from April 1, 2023, Philips implemented a simplified operating model (refer to relevant sections of General information to the Consolidated financial statements).

    In 2021, goodwill increased by EUR 2,622 million, primarily as As a result, the level at which goodwill is monitored has changed to align with the revised governance under the new operating model. Prior to April 1, 2023, goodwill was monitored at the business unit level. From April 1, 2023, goodwill impairment testing is performed at the business level (one level below segment), as this represents the lowest level at which goodwill is monitored for internal management purposes. The changes in the monitoring and management structure for recognized goodwill did not otherwise prevent recognition of provisional goodwill recognized on new acquisitions of BioTelemetry (EUR 1,776 million) and Capsule Technologies of (EUR 325 million), and translation differences of EUR 732 million. This was partially offset by EUR 15 million ofan impairment losses primarily relatedthat existed prior to the PERS CGU and EUR 189 million divestedchange, nor did it result in the period, mostly relating to the Domestic Appliances business. For details on the impactrecognition of new acquisitions and the divestment of the Domestic Appliances business, refer to Acquisitions and divestmentsan impairment charge.

    Goodwill reallocations in 2022impairment testing

    For impairment testing, goodwill is allocated to groups of CGUs and 2021 

    In 2022 and 2021 there were changes to the CGU structure following internal reorganizations. These resulted in a goodwill reallocation across certain CGUs, none of which had a significant impact on headroom or led to goodwill impairments. These reallocations were performed using a relative value approach. In addition there were also certain CGU movements and/or combinations within businesses that did not result in a reallocation of goodwill, but resulted in changes totested for impairment at the business structure. This did not havelevel (one level below segment level), which represents the lowest level at which the goodwill is monitored internally for management purposes. Goodwill is tested for impairment annually in the fourth quarter, or more frequently if indicators of potential impairment exist.

    An impairment trigger assessment is performed on a significant impactquarterly basis to determine whether there is an indication based on headroomeither internal or lead to goodwill impairments.

    Impairments

    external sources of information, that a group of CGUs may be impaired. During 2022 goodwill2023, interim impairment charges of EUR 1,357 milliontests were recognized. This relates to the third quarter impairment charge of EUR 1,331 million incompleted for the Sleep & Respiratory Care (S&RC) CGU of the Connected Care segment. In addition, as a result of the annual impairment testing a goodwill impairment charge of EUR 27 million was recognized in relation to the Precision Diagnosis Solutions (PDS) CGU which is part of the Diagnosis & Treatment segment. The value in use methodology was used to estimate the recoverable amount for the PDS CGU.

    During 2021 an impairment charge of EUR 15 million was recognized. The majority of this related to the PERS CGU which was classified as an asset held for sale as of Q4 2020. The PERS CGU was divested as of June 30, 2021. Prior to the divestment a goodwill impairment of EUR 13 million was recorded to reflect a decrease in the recoverable amount of the CGU, this reduced the goodwill balance of the CGU to zero. The fair value less cost of disposal methodology was used to estimate the recoverable amount for the PERS CGU, this was based on Level 3 inputs. Key assumptions and inputs used in the calculation included the signed purchase agreement for the PERS divestment. The impairment of EUR 13 million was recorded in the Connected Care segment. 

    Interim goodwill impairment testing

    As explained in the accounting policy above, goodwill is tested for impairment annually and whenever impairment indicators require. In the third quarter of 2022, an impairment indicator was noted in relation to the S&RC CGU as a consequence ofbusiness mainly following revisions to the expected future cashflows of the CGU. The drivers of the revised forecast (which form the basis for the future cashflow assumptions) were current assumptions regarding the estimated impact of athe proposed Respironics consent decree, that is currently under discussion with the US Department of Justice (DoJ), acting on behalf of the FDA, along with updates to expected business performance and changes to the pre-tax discount rate. AnThe interim goodwill impairment test was performedtests did not result in orderan impairment.

    Goodwill allocated to determine if the businesses (groups of cash-generating units) as of December 31, 2023, is presented in the following table:

    Philips Group

    Goodwill by business

    in millions of EUR

     20222023
    Monitoring1)4,1103,964
    Image-Guided Therapy3,1543,044
    Precision Diagnosis1,4291,363
    Sleep & Respiratory Care731687
    Personal Health488483
    Enterprise Informatics327336
    Book value10,2389,876
    1)Monitoring includes the goodwill previously allocated to Hospital Patient Monitoring and Ambulatory Monitoring & Diagnostics as disclosed in the Annual Report 2022.

    The carrying amount of the cash-generating unit exceeded the unit’s recoverable amount, which was determined on a value in use basis. As a resulteach group of this test a goodwill impairment charge of EUR 1,331 million was recognized. Following the impairment charge, the estimated recoverable amount, based on the CGU’s value in use, for the S&RC CGU was EUR 1,001 million and equalCGUs is compared to its carrying value.

    The assumptions used to determine the recoverable amount of the CGUgroup of CGUs. Unless otherwise noted, the recoverable amount for each group of CGUs is based on value in use calculations. Value in use is measured as the present value of future cash flows expected to be generated from the continuing use of the assets. In the 2023 annual goodwill impairment test, these cash flow projections were determined using Royal Philips managements’ internal forecasts that cover an initial forecast period from 2024 to 2026. Projections were extrapolated using the growth rates disclosed in the following table for an extrapolation period of 4 years (2027-2030), after which a terminal value was calculated per 2031. For the terminal value calculation, growth rates were capped at a historical long-term average growth rate. The company uses scenarios in the interim testing datebusiness forecasting process and the most reasonable and supportable assumptions which represent management’s best estimate are presented below:used as the basis for the value in use calculations.

    Philips Group

    Key assumptions

    Key assumptions used in the value in use calculations were compound sales growth rates, EBITA*) in the terminal value and the rates used for discounting the projected cash flows. 

    - Interim impairment testing 

     compound sales growth rate1) 
     initial forecast periodextrapolation period2)used to calculate terminal value3)pre-tax discount rates
    Sleep & Respiratory Care1.5%4.3%2.5%9.5%
    1)CompoundThe compound sales growth rate is the annualized steady nominal growth rate over the forecast period 2)Also referredcalculated with reference to later in the textlatest full year of actual sales as the base for the growth. The compound long-term sales growth rate3)The historical long-term growth rate used to calculate terminal value is only applied to the first year after the extrapolation period, after which no further growth is assumed for the terminal value calculation

    In addition to the above assumptions, assumptions were made regarding the estimated impact of a consent decree on the business. These assumptions included the expected financial impact of the scope and duration of a consent decree, as well as expected additional costs. These assumptions were determined by management based on discussions held in relation to the consent decree and other available sources of information.

    Annual goodwill impairment testing

    For impairment testing, goodwill is allocated to cash generating units (typically one level below segment level, i.e. at the business level), which represent the lowest level at which the goodwill is monitored internally for management purposes.

    Goodwill allocated to the cash generating units Ambulatory Monitoring & Diagnostics, Hospital Patient Monitoring and Image-Guided Therapy  is considered to be significant in comparison to the total book value of goodwill for the Group as of December 31, 2022. The amounts associated as of December 31, 2022 are presented in the following table:

    Philips Group

    Goodwill allocated to the cash-generating units

    in millions of EUR

     20212022
    Ambulatory Monitoring & Diagnostics1,8972,215
    Hospital Patient Monitoring1,6631,806
    Image-Guided Therapy2,8023,154
    Sleep & Respiratory Care2,031731
    Other (units carrying a non-significant goodwill balance)2,2452,332
    Book value10,63710,238

    Unless otherwise noted, the basis of the recoverable amount used in the annual impairment tests for the units disclosed further in this note is the value in use. The fair value less cost of disposal methodology was used as a basis for the recoverable amount in the annual impairment test when greater than the value-in-use test. Refer to the ‘key assumptions- general’ section for further detail on the methodology.

    Key assumptions - general

    Key assumptions used in the value-in-use impairment tests for the units were sales growth rates, EBITA*) in the terminal value and the rates used for discounting the projected cash flows. These cash flow projections were determined using Royal Philips managements’ internal forecasts that cover an initial forecast period from 2023 to 2025. Projections were extrapolated with stable or declining growth rates for an extrapolation period of 4 years (2026-2029), after which a terminal value was calculated per 2030. For the terminal value calculation, growth rates were capped at a historical long-term average growth rate. In the case of the Ambulatory Monitoring & Diagnostics CGU management's internal forecasts were used in the value in use test for a period of 5 years (2023-2027).  calculation.

    The compound sales growth rates and EBITA*) used to estimate cash flows are based on past performance, external market growth assumptions and industry long-term growth averages. EBITA*) in all units mentioned in this notefor each group of CGUs is expected to increase over the projection period as a result of volume growth and cost efficiencies.

    In 2022 By their nature, these assumptions involve risk and uncertainty because they relate to future events and circumstances and there continuedare many factors that could cause actual results and developments to be uncertaintydiffer materially from the plans, goals and volatility related to global, industry-wide macroeconomic challenges including global supply chain constraints, COVID lockdown measuresexpectations set forth in China, inflationary pressures and the Russia-Ukraine war. Where relevant, and to the extent possible, the estimated impact of these factors and the resulting uncertainties have been reflected in the forecasts used for the value-in-use calculations. As was the case in 2021, the company uses scenarios in the business forecasting process and the most reasonable and supportable assumptions which represent management’s best estimate are used as the basis for the value-in-use tests.assumptions.

    The rates used for discounting the projected cash flows in goodwill impairment testing is based on a business weighted cost of capital (WACC), which in turn is based on business-specific inputs along with other inputs as mentioned below. The WACC is based on post-tax cost of equity and cost of debt, and is further calculated based on market data and inputs to accurately capture changes to the time value of money, such as the risk-free interest rate, the beta factor and country risk premium. In order to properly reflect the different risk-profiles of different businesses, a WACC is determined for each business. As such, the beta factor is determined based on a selection of peer companies, which can differ per business. Different businesses have different geographical footprints, resulting in business-specific inputs for variables like country risk. Philips performs the value in use calculationcalculations using post-tax cashflows and discount rate, the implicit pre-tax rate discount rate is derived from an iterative calculation for disclosure purposes.

    In 2022 the pre-tax discount rates increased for all CGUs primarily dueThe values assigned to the impact on the WACC of higher interest rates. As explained above, for S&RC this increased pre-tax discount rate contributed to the impairment charge recognized in the third quarter of 2022. 

    Key assumptions and sensitivity analysis relating to cash-generating units to which a significant amount of goodwill is allocated

    In 2022 cash flow projections of Ambulatory Monitoring & Diagnostics, Hospital Patient Monitoring, Image-Guided Therapy and Sleep & Respiratory Care are based on the key assumptions included in the following table, which were used in the annual impairment test performed in the fourth quarter.

    Philips Group

    Key assumptions 

    2022

     compound sales growth rate1) 
     initial forecast periodextrapolation period2)used to calculate terminal value3)pre-tax discount rates
    Ambulatory Monitoring & Diagnostics15.4%9.5%2.5%8.5%
    Hospital Patient Monitoring4.8%3.4%2.5%8.5%
    Image-Guided Therapy8.7%5.0%2.5%10.6%
    Sleep & Respiratory Care10.0%5.0%2.5%9.9%
    1)Compound sales growth rate is the annualized steady nominal growth rate over the forecast period 2)Also referred to later in the text as compound long-term sales growth rate3)The historical long-term growth rate is only applied to the first year after the extrapolation period, after which no further growth is assumed for the terminal value calculation

    The assumptions used for the 2021 cash flow projectionsvalue in use calculations were as follows:

    Philips Group

    Key assumptions 

    20212023

    compound sales growth rate1) compound sales growth rate 
    initial forecast periodextrapolation period2)used to calculate terminal value3)pre-tax discount ratesinitial forecast periodextrapolation periodused to calculate terminal valuepre-tax discount rates
    Ambulatory Monitoring & Diagnostics24.5%11.9%2.5%7.3%
    Hospital Patient Monitoring5.4%3.4%2.5%7.8%
    Monitoring8.2%5.5%2.5%9.5%
    Image-Guided Therapy10.2%5.4%2.5%8.9%7.9%5.2%2.5%10.7%
    Precision Diagnosis3.8%3.4%2.5%10.4%
    Sleep & Respiratory Care9.2%5.0%2.5%9.2%9.5%9.3%2.5%10.8%
    Personal Health5.0%4.6%2.5%10.3%
    Enterprise Informatics5.3%5.8%2.5%9.0%

    The assumptions used for the 2022 value in use calculations for cash-generating units to which a significant amount of goodwill was allocated were as follows:

    Philips Group

    Key assumptions 

    2022

     compound sales growth rate 
     initial forecast periodextrapolation periodused to calculate terminal valuepre-tax discount rates
    Ambulatory Monitoring & Diagnostics1)15.4%9.5%2.5%8.5%
    Hospital Patient Monitoring1)4.8%3.4%2.5%8.5%
    Image-Guided Therapy8.7%5.0%2.5%10.6%
    Sleep & Respiratory Care10.0%5.0%2.5%9.9%
    1)1)CompoundEffective April 1, 2023, the Hospital Patient Monitoring and Ambulatory Monitoring & Diagnostics CGUs are included in the group of CGUs that comprise the Monitoring business. 

    The S&RC compound sales growth rate is the annualized steady nominal growth rate over the forecast period 2)Also referred to later in the text as compound long-term sales growth rate3)The historical long-term growth rate is only applied to the first year afterduring the extrapolation period after which no furtherincreased from 5.0% in 2022 to 9.3% in 2023. The growth rate percentage is assumedcalculated with reference to the last year of the initial forecast period. Although the absolute forecasted sales during the extrapolation period used in 2023 decreased compared to that used in 2022, the larger decline in the forecasted sales of the respective reference year results in a higher calculated growth rate percentage compared to 2022.

    Impairment losses

    Goodwill impairment charges for the terminal value calculationyears ended December 31, 2023 and 2022, were EUR 8 million and EUR 1,357 million, respectively.

    Impairment tests are performed based on forward looking assumptions, usingThe 2023 charge relates to the most recent available information. By their nature, these assumptions involve riskpartial impairment of goodwill allocated to a business that was classified as held-for-sale as of December 31, 2023. At the time of classification as held-for-sale, goodwill totaling EUR 16 million was allocated from the Precision Diagnosis business to the held-for-sale business, of which EUR 8 million was subsequently impaired. For further information refer to Discontinued operations and uncertainty because theyassets classified as held for sale.

    The 2022 charges relate to future eventsthe impairment charge of EUR 1,331 million in the S&RC CGU within the Connected Care segment and circumstances and there are many factors that could cause actual results and developmentsa charge of EUR 27 million recognized in relation to differ materially from the plans, goals and expectations set forthPrecision Diagnosis Solutions CGU, which was formerly part of the Diagnosis & Treatment segment but is now included in these assumptions.the Enterprise Informatics business within the Connected Care segment. 

    Sensitivity to changes in assumptions

    In performing the value-in-use testcalculations for the S&RC CGU, it was necessary for management to make assumptions regarding the estimated impact of a consent decree on the business.business of the proposed Respironics consent decree. These assumptions includedinclude, amongst others, the expected financial impact of the scope of products, geography, and duration of athe proposed consent decree, as well as expected additional costs. These assumptions were determined by management based on discussions held in relation to the proposed Respironics consent decree and other available sources of information. There have been no significant changes to these assumptions since

    The value-in-use of the interim goodwill testing in the third quarter of 2022 (see Interim Goodwill impairment testing section above). 

    For the Sleep & Respiratory Care CGU, based on the annual goodwill impairment testing performed by management during the fourth quarter of 2022 in accordance with the methodology discussed above, no additional impairment charge was warranted. However, following the interim impairment charge, the annual impairment test indicates that the value in use of theS&RC CGU remains sensitive to the assumptions set out above. This means that there is a higher risk that deviations in the mentioned key assumptions could cause the recoverable amount to fall below the level of its carrying value. There continues to be significant uncertainty associated with the initiated voluntary recall notification in the United StatesUS and field safety notice outside the United StatesUS for certain sleep and respiratory care products the associated legal matters and the outcomeimpact on the business of athe proposed Respironics consent decree. The legal matters are described in further detail in Contingencies.

    Based on the annual impairment test, the estimated recoverable amount of Sleep & Respiratory Care, itthe S&RC CGU exceeds the carrying value by EUR 326 million. It was noted that an increase of 40190 basis points in the pre-tax discount rate, a 160690 basis points decline in the compound long-term sales growth rate during the extrapolation period or a 7%27% decrease in terminal value would, individually, cause its recoverable amount to fall to the level of its carrying value. Additionally, any significant adverse changes to the assumptions related to the expected financial impact of athe proposed Respironics consent decree could cause the recoverable amount of the CGU to fall below its carrying value, resulting in impairment.

    The results of the annual impairment tests of the Ambulatory Monitoring, & Diagnostics CGU indicate that the value in use of the CGUs is sensitive to the assumptions set out above. This means that there is a higher risk that deviations in the mentioned key assumptions could cause the recoverable amount to fall below the level of its carrying value. Based on the annual impairment test of Ambulatory Monitoring & Diagnostics, it was noted that an increase of 40 basis points in the pre-tax discount rate, a 210 basis points decline in the compound long-term sales growth rate or a 8% decrease in terminal value would, individually, cause its recoverable amount to fall to the level of its carrying value. 

    The results of the annual impairment test of Hospital Patient Monitoring and Image-Guided Therapy, Precision Diagnosis, Personal Health and Enterprise Informatics indicate that a reasonably possible change in key assumptions would not cause the value in use to fall to the level of the carrying value. 

    Additional information relating to cash-generating units to which a non-significant amount relative to the total goodwill is allocated

    The results of the annual impairment tests of the Emergency Care CGU indicate that the value in use of the CGU is sensitive to the assumptions set out above. This means that there is a higher risk that deviations in the mentioned key assumptions could cause the recoverable amount to fall below the level of its carrying value. Based on the annual impairment test of Emergency Care, it was noted that an increase of 190 basis points in the pre-tax discount rate, a 900 basis points decline in the compound long-term sales growth rate or a 26% decrease in terminal value would, individually, cause its recoverable amount to fall to the level of its carrying value. 

    With the exception of those described above, for the cash generating units to which a non-significant amount relative to the total goodwill is allocated, any reasonable change in assumptions would not cause the value in use to fall to the level of the carrying value.

    *)The definition of this non-IFRS measure and a reconciliation to the IFRS measure is included in Information by segment and main country

    12Intangible assets excluding goodwill

    Accounting policies

    Acquired finite-lived intangible assets are amortized using the straight-line method over their estimated useful life. The useful lives are evaluated annually. Intangible assets are initially capitalized at cost, with the exception of intangible assets acquired as part of a business combination, which are capitalized at their acquisition date fair value.

    The company expenses all research costs as incurred. Expenditure on development activities, whereby research findings are applied to a plan or design for the production of new or substantially improved products and processes, is capitalized as an intangible asset if the product or process is technically and commercially feasible, the company has sufficient resources and the intention to complete development and can measure the attributable expenditure reliably.

    The capitalized development expenditure comprises of all directly attributable costs (including the cost of materials and direct labor). Other development expenditures and expenditures on research activities are recognized in the Consolidated statements of income. Capitalized development expenditure is stated at cost less accumulated amortization and impairment losses. Amortization of capitalized development expenditure is charged to the Consolidated statements of income on a straight-line basis over the estimated useful lives of the intangible assets.

    The expected useful lives of the intangible assets excluding goodwill are as follows:

    Philips Group

    Expected useful lives of intangible assets excluding goodwill

    in years

      
    Brand names2-20
    Customer relationships2-25
    Technology3-20
    Other1-10
    Software1-10
    Product development3-10

    The weighted average expected remaining life of brand names, customer relationships, technology and other intangible assets is 9.49.3 years as of December 31, 2022 (2021: 9.62023 (2022: 9.4 years). 

    Impairment of intangible assets not yet ready for use

    Intangible assets not yet ready for use are not amortized but are tested for impairment annually and whenever impairment indicators require. In the case of intangible assets not yet ready for use, either internal or external sources of information are considered to assess if there are indicators that an asset or a CGU may be impaired.

    Impairment of non-financial assets other than goodwill, intangible assets not yet ready for use, inventories and deferred tax assets

    Non-financial assets other than goodwill, intangible assets not yet ready for use, inventories and deferred tax assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is assessed by a comparison of the carrying amount of an asset with the greater of its value in use and fair value less cost of disposal. Value in use is measured as the present value of future cash flows expected to be generated by the asset. Fair value less cost of disposal is measured as the amount obtained from a sale of an asset in an arm’s length transaction, less costs of disposal. If the carrying amount of an asset is deemed not recoverable, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the recoverable amount. The review for impairment is carried out at the level where cash flows occur that are independent of other cash flows.

    Impairment losses recognized in prior periods for Intangible assets other than goodwill are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if and to the extent that there has been a change in the estimates used to determine the recoverable amount. The loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized. Reversals of impairment are recognized in the Consolidated statements of income.

    Accounting estimates and judgments

    The cash flow projections used in the value in use calculations for intangible assets excluding goodwill contain various judgments and estimations. For intangible assets excluding goodwill, estimates are required to determine the (remaining) useful lives.

    Philips Group

    Intangible assets excluding goodwill

    in millions of EUR

    brand namescustomer relationshipstechnologyproduct developmentproduct development construction in progresssoftwareothertotalbrand namescustomer relationshipstechnologyproduct developmentproduct development construction in progresssoftwareothertotal
    Balance as of January 1, 2022        
    Balance as of January 1, 2023        
    Cost6442,5902,6052,7015057541469,9446472,7352,9472,60564886915210,602
    Amortization / impairments(481)(1,447)(1,605)(2,102)(91)(467)(101)(6,294)(507)(1,665)(1,845)(2,212)(146)(589)(113)(7,077)
    Book value1621,1431,000599414287443,6501401,0701,102393502280393,526
                    
    Additions(3)-51-2571091416  33-21470-317
    Assets available for use118(118)   157(157)   
    Acquisitions13177--180  40- - 40
    Amortization(24)(141)(140)(206)(1)(100)(3)(614)(20)(137)(131)(169) (97)(1)(556)
    Impairments-(6)(46)(123)(81)(17)(2)(276)---(7)(7)(1)-(16)
    Transfers to assets classified as held for sale(1)(20)  (8)(2) (32)
    Translation differences and other471595311(2)0(1)(37)(30)(38)118-(87)
    Total change(22)(74)102(206)88(7)(6)(125)(22)(195)(89)(57)42(13)(1)(335)
                    
    Balance as of December 31, 2022        
    Balance as of December 31, 2023        
    Cost6472,7352,9472,60564886915210,6026292,5932,9082,43263592913910,265
    Amortization / impairments(507)(1,665)(1,845)(2,212)(146)(589)(113)(7,077)(511)(1,718)(1,895)(2,096)(91)(662)(101)(7,075)
    Book Value1401,0701,102393502280393,5261188751,013336544267383,190

    Philips Group

    Intangible assets excluding goodwill

    in millions of EUR

    brand namescustomer relationshipstechnologyproduct developmentproduct development construction in progresssoftwareothertotalbrand namescustomer relationshipstechnologyproduct developmentproduct development construction in progresssoftwareothertotal
    Balance as of January 1, 2021        
    Balance as of January 1, 2022        
    Cost5562,0362,4342,5194807231358,8836442,5902,6052,7015057541469,944
    Amortization / impairments(437)(1,385)(1,565)(1,897)(83)(427)(91)(5,886)(481)(1,447)(1,605)(2,102)(91)(467)(101)(6,294)
    Book value120651869622398295442,9971621,1431,000599414287443,650
                    
    Additions 912611172392(3)-51-2571091416
    Assets available for use   247(247)---   118(118)---
    Acquisitions62544235--84113177- --180
    Amortization(21)(126)(114)(219)-(85)(3)(568)(24)(141)(140)(206)(1)(100)(3)(614)
    Impairments(3)(57)(51)(15)--(126)-(6)(46)(123)(81)(17)(2)(276)
    Transfers to assets classified as held for sale(10)(3)(11)(17)(6)(34)(82)
    Translation differences and other1280691723(7)1195471595311(2)169
    Total change42492131(22)17(8)1653(22)(74)102(206)88(7)(6)(125)
                    
    Balance as of December 31, 2021        
    Balance as of December 31, 2022        
    Cost6442,5902,6052,7015057541469,9446472,7352,9472,60564886915210,602
    Amortization / impairments(481)(1,447)(1,605)(2,102)(91)(467)(101)(6,294)(507)(1,665)(1,845)(2,212)(146)(589)(113)(7,077)
    Book Value1621,1431,000599414287443,6501401,0701,102393502280393,526

    Acquisitions in 20222023 involved Intangibleintangible assets of EUR 18040 million in aggregate (2021:(2022: EUR 841180 million). For more information, refer to Acquisitions and divestments

    Impairments in 20222023 were EUR 27616 million (2021:(2022: EUR 126276 million) and mainly relate to technology (EUR 46 million) and product development (EUR 204 million), including product development construction in progress. In the third quarter of 2022 an initiative was undertaken to enhance productivity in R&D, specifically to shift the focus to fewer, high-impact projects in the innovation pipeline. As a result of this initiative EUR 132 million ofprogress and product development (including product development construction in progress) asset impairments were recognized.development. 

    The most notable impairments in 2022, recognized as part of the above productivity initiative, were in the Diagnosis & Treatment segment, for product development assets in Precision Diagnosis (PD) of EUR 36 million and Image Guided Therapy-Systems (IGT Systems) of EUR 41 million (EUR 16 million of which was product development construction in progress). The basis of the recoverable amount used in these tests was the value-in-use. After the impairment charge the recoverable amount of the related intangible assets is EUR 0 million.

    In 2022 there continued to be uncertainty and volatility related to by global, industry-wide macroeconomic challenges including global supply chain constraints, COVID lockdown measures in China, inflationary pressures and the Russia-Ukraine war. Where relevant, and to the extent possible, the estimated impact of these factors and the resulting uncertainties have been reflected in the forecasts used for the VIU calculations. As was the case in 2021, the company uses scenarios in the business forecasting process and the most reasonable and supportable assumptions which represent management’s best estimate are used as the basis for the value-in-use testscalculations.

    The amortization and impairment of intangible assets is further specified in Income from operations.

    The most notable intangible assets as of December 31, 2023 relate to the BioTelemetry customer relationships and technology with a carrying value of EUR 327 million and EUR 123 million and a remaining amortization period of 13 years and 9 years, respectively and Spectranetics customer relationships and technology with a carrying value of EUR 261 million and EUR 175 million and a remaining amortization period of 14 years and 9 years, respectively. The most notable intangible assets as of December 31, 2022 relate to the BioTelemetry customer relationships and technology with a carrying value of EUR 385 million and EUR 150 million and a remaining amortization period of 14 years and 10 years, respectively and Spectranetics customer relationships and technology with a carrying value of EUR 291 million and EUR 203 million and a remaining amortization period of 15 years and 10 years, respectively. The most notable intangible assets as of December 31, 2021 relate to the BioTelemetry customer relationships and technology with value of EUR 391 million and EUR 162 million and a remaining amortization period of 15 years and 11 years, respectively and Spectranetics customer relationships and technology with a carrying value of EUR 292 million and EUR 210 million and a remaining amortization period of 16 years and 11 years, respectively.

    13Other financial assets

    Accounting policies
    Classification and measurement of financial assets

    The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and the company’s business model for managing them.

    The company initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs.

    For the purposes of subsequent measurement, financial assets are classified into four categories:

    • Financial assets at amortized cost (debt instruments).
    • Financial assets at fair value through other comprehensive income (OCI) with recycling of cumulative gains and losses (debt instruments).
    • Financial assets designated at fair value through OCI with no recycling of cumulative gains and losses upon derecognition (equity instruments).
    • Financial assets at fair value through profit or loss (debt instruments and equity instruments).
    Impairment of financial assets

    The company recognizes a loss allowance for expected credit losses for trade receivables, contract assets, lease receivables, debt investments carried at amortized cost and fair value through other comprehensive income (FVTOCI).

    At each balance sheet date, the company assesses whether there is objective evidence that a financial asset or a group of financial assets is impaired and recognizes a loss allowance for expected credit losses for financial assets measured at either amortized costs or at fair value through other comprehensive income. If, at the reporting date, the credit risk on a financial instrument has not increased significantly since initial recognition, the company measures the loss allowance for the financial instrument at an amount equal to 12 months of expected credit losses. If, at the reporting date, the credit risk on a financial instrument has increased significantly since initial recognition, the company measures the loss allowance for the financial instrument at an amount equal to the lifetime-expected credit losses. For all trade receivables, contract assets and lease receivables the company measures the loss allowance at an amount equal to lifetime-expected credit losses.

    Accounting estimates and judgments

    The determination of fair value is subject to estimates for investments that are not publicly traded. Refer to Fair value of financial assets and liabilities

    Financial assets classified at amortized cost and at fair value through OCI are subject to impairment assessment. The calculation of expected credit losses requires the company to apply significant judgment and make estimates and assumptions that involve significant uncertainty at the time they are made. Changes to these estimates and assumptions can result in significant changes to the timing and amount of expected credit losses to be recognized. 

    Other current financial assets

    In 2022,2023, Other current financial assets decreased from EUR 11 million to EUR 3 million (2022: increased from EUR 2 million to EUR 11 million (2021: increased from EUR nil million to EUR 2 million). 

    Other non-current financial assets

    The company’s investments in Other non-current financial assets mainly consist of investments in common shares of companies in various industries and investments in limited life funds. The changes during 20222023 and 20212022 were as follows:

    Philips Group

    Other non-current financial assets

    in millions of EUR

    Non-current financial assets at FVTP&LNon-current financial assets at FVTOCINon-current financial assets at Amortized costTotalNon-current financial assets at FVTP&LNon-current financial assets at FVTOCINon-current financial assets at Amortized costTotal
    Balance as of January 1, 202228330047630
    Balance as of January 1, 202332228454660
    Changes:  
    Acquisitions/additions11418150711420105
    Sales/redemptions/reductions(75)(3)(8)(86)(33)(14)(11)(58)
    Impairments(3)(1)(5) 
    Value adjustment through OCI-(35)(35)-(17) (17)
    Value adjustment through P&L5-5(39) -(39)
    Translation differences and other(2)5(1)2(29)(14)(1)(44)
    Reclassifications1(2)(1)(2)(8)51512
    Balance as of December 31, 202232228454660
    Balance as of December 31, 202328425877619

    Philips Group

    Other non-current financial assets

    in millions of EUR

    Non-current financial assets at FVTP&LNon-current financial assets at FVTOCINon-current financial assets at Amortized costTotalNon-current financial assets at FVTP&LNon-current financial assets at FVTOCINon-current financial assets at Amortized costTotal
    Balance as of January 1, 202124814637430
    Balance as of January 1, 202228330047630
    Changes:  
    Acquisitions/additions54591012311418150
    Sales/redemptions/reductions(122)-(3)(126)(75)(3)(8)(86)
    Impairments(3) (1)(5)
    Value adjustment through OCI(43)-(43)-(35) (35)
    Value adjustment through P&L95-955 -5
    Translation differences and other819229(2)5(1)2
    Reclassifications(1)12021221(2)(1)(2)
    Balance as of December 31, 202128330047630
    Balance as of December 31, 202232228454660

    As of December 31, 2022,2023, equity investments of EUR 259231 million (2021:(2022: EUR 273259 million) are accounted under the FVTOCI category based on the company's election at initial recognition mainly because such investments are neither held for trading purposes nor primarily for their increase in value and the elected presentation is considered to reflect the nature and purpose of the investment.

    14Other assets

    Accounting policies

    The company recognizes contract assets for revenue earned from installation services because the receipt of consideration is conditional on successful completion of the installation. Upon completion of the installation and acceptance by the customer, the amount recognized as contract assets is reclassified to trade receivables.

    Other assets are measured at amortized cost minus any impairment losses.

    Other non-current assets

    Other non-current assets as of December 31, 20222023 were EUR 9893 million (2021:(2022: EUR 12998 million). These are mainly related to prepaid expenses.

    Other current assets

    Other current assets as of December 31, 20222023 of EUR 490500 million (2021:(2022: EUR 493490 million) included contract assets of EUR 292297 million (2021:(2022: EUR 290292 million), accrued income of EUR 246 million (2021:(2022: EUR 3124 million) and prepaid expenses of EUR 174197 million (2021:(2022: EUR 172174 million) mainly related to Diagnosis & Treatment businesses and Connected Care businesses. 

    15Inventories

    Accounting policies

    Inventories are stated at the lower of cost or net realizable value. The cost of inventories comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. The costs of conversion of inventories include direct labor and fixed and variable production overheads, considering the stage of completion and the normal capacity of production facilities. Costs of idle facility and abnormal waste are expensed. The cost of inventories is determined using the first-in, first-out (FIFO) method. The write-down of inventories to net realizable value is included in cost of sales.

    Accounting estimates and judgments

    Inventory is reduced for the estimated losses due to obsolescence. This reduction is determined for groups of products based on sales in the recent past and/or expected future demand.

    Inventories are summarized as follows:

    Philips Group

    Inventories

    in millions of EUR

    2021202220222023
    Raw materials and supplies1,1431,5411,5411,309
    Work in process646648648552
    Finished goods1,6601,8601,8601,629
    Inventories3,4504,0494,0493,491

    In 2023, overall global inventories have operationally decreased in all categories due to the deployment of strategic management of aging and unhealthy inventory accompanied by a more optimized tracking in both production and commercial inventories.

    The write-down of inventories to net realizable value was EUR 215339 million in 2022 (2021:2023 (2022: EUR 177215 million). The write-down is included in cost of sales.

    In 2022, the limited availability and delays in the supply of certain components and products internationally, resulted in an increase in inventories compared to December 31, 2021, as work in process inventories could not be translated to finished goods available for sale due, including EUR 82 million related to the scarcity of certain components. While there was an increase in inventories, this has not resulted in a significant write-down of inventories, as the expectation is that such components will become available in the near future.proposed Respironics consent decree (refer to Provisions).

    16Receivables

    Accounting policies

    Receivables are held by the company to collect the related cash flows. These receivables are measured at fair value and subsequently measured at amortized cost minus any impairment losses.

    Receivables are derecognized when the company has transferred substantially all risks and rewards, which includes transactions in which the company enters into factoring transactions, or if the company does not retain control over the receivables.

    Accounting estimates

    Receivables are subject to impairment assessment, which involves estimating expected credit losses. Refer to Other financial assets for accounting policies on impairment of financial assets.

    Non-current receivables

    Non-current receivables are associated mainly with customer financing in the Diagnosis & Treatment businesses amounting to EUR 70102 million (2021:(2022: EUR 4469 million), for Signify indemnification amounting to EUR 264 million (2021:(2022: EUR 4626 million), an income tax receivable amounting to EUR 12612 million (which includes an interest receivable of EUR 103 million) for which Philips expects to get a refund (2021:(2022: EUR 78126 million) and insurance receivables in Other in the US amounting to EUR 3033 million (2021:(2022: EUR 3730 million).

    Current receivables

    Current receivables of EUR 4,1153,733 million (2021:(2022: EUR 3,7874,115 million) as of December 31, 20222023 included trade accounts receivable (net of allowance) of EUR 3,8323,546 million (2021:(2022: EUR 3,5593,832 million), accounts receivable other of EUR 228170 million (2021:(2022: EUR 188228 million) and accounts receivable from investments in associates of EUR 5518 million (2021:(2022: EUR 4055 million).

    The trade accounts receivable, net, per segment are as follows:

    Philips Group

    Trade accounts receivable, net

    in millions of EUR

    2021202220222023
    Diagnosis & Treatment1,7592,0131,7951,688
    Connected Care9801,1141,3321,105
    Personal Health575479479576
    Other245226226177
    Trade accounts receivable, net3,5593,8323,8323,546

    The aging analysis of trade accounts receivable, net, representing current and overdue but not fully impaired receivables, is as follows:

    Philips Group

    Aging analysis

    in millions of EUR

    2021202220222023
    Current3,0753,2803,2803,132
    Overdue 1-30 days160169169117
    Overdue 31-180 days245282282234
    Overdue more than 180 days7910110163
    Trade accounts receivable, net3,5593,8323,8323,546

    The changes in the allowance for doubtful accounts receivable are as follows:

    Philips Group

    Allowance for accounts receivable

    in millions of EUR

    2021202220222023
    Balance as of January 1195190190226
    Additions charged to expense4666627
    Deductions from allowance1)(17)(51)(51)(26)
    Transfer to assets held for sale(8) (1)
    Other movements162121(10)
    Balance as of December 31190226226216
    1)1)Write-offs for which an allowance was previously provided.

    The allowance for doubtful accounts receivable has been primarily established for receivables that are past due. The allowance presented also includes the allowance for Non-current customer finance receivables of EUR 8 million (2022: EUR 7 million). Other movements in the current period are mainly related to foreign currency valuations.

    Included in the above balances as of December 31, 20222023 are allowances for individually impaired receivables of EUR 210 million (2022: EUR 222 million (2021: EUR 188 million).

    17Equity

    Accounting policies

    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 repurchases 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 shareholders’ equity until such treasury shares are cancelled or reissued.

    Where such treasury shares are subsequently reissued, any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is included in shareholders’ equity.

    Call options on own 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.

    Common shares

    As of December 31, 2022,2023, authorized common shares consist of 2 billion shares (December 31, 2021:2022: 2 billion; December 31, 2020:2021: 2 billion) and the issued and fully paid share capital consists of 889,315,082913,515,966 common shares, each share having a par value of EUR 0.20 (December 31, 2021: 883,898,969;2022: 889,315,082; December 31, 2020: 911,053,001)2021: 883,898,969).

    Preference shares

    As a means to protect the company against (an attempt at) an unsolicited takeover or other attempt to exert (de facto) control of the company, the ‘Stichting Preferente Aandelen Philips’ has been granted the right to acquire preference shares in the company. As of December 31, 2022,2023, no such right has been exercised and no preference shares have been issued. Authorized preference shares consist of 2 billion shares as of December 31, 20222023 (December 31, 2021:2022: 2 billion; December 31, 2020:2021: 2 billion).

    Options, restricted and performance shares

    Under its share-based compensation plans, the company granted stock options on its common shares up to 2013 and other conditional rights to receive common shares in the future such as restricted shares and performance shares (refer to Share-based compensation).

    Treasury shares

    In connection with the company’s share repurchase programs, shares which have been repurchased and are held in Treasury for the purpose of (i) delivery under share-based compensation plans upon exercise of options, or vesting of restricted or performance shares, and (ii) capital reduction, are accounted for as a reduction of shareholders’ equity. Treasury shares are recorded at cost, representing the market price on the acquisition date. When treasury shares are delivered by the company under its share-based compensation plans, such shares are removed from treasury shares on a first-in, first-out (FIFO) basis.

    When treasury shares are delivered by the company upon exercise of options, (granted to employees up to 2013), the difference between the cost and the cash received is recorded in retained earnings. When treasury shares are delivered by the company upon vesting of restricted shares or performance shares (granted under the company’s share-based compensation plans), the difference between the market price of the shares and the cost is recorded in retained earnings, and the market price is recorded in capital in excess of par value.

    The following table shows the movements in the outstanding number of shares over the last three years:

    Philips Group

    Outstanding number of shares

    202020212022202120222023
    Balance as of January 1890,973,790905,128,293870,182,445905,128,293870,182,445881,480,527
    Dividend distributed18,080,1986,345,96814,174,5686,345,96814,174,56839,334,938
    Purchase of treasury shares(8,669,622)(45,486,392)(5,080,693)(45,486,392)(5,080,693)(15,964,445)
    Delivery of treasury shares4,695,1704,194,5772,204,2074,194,5772,204,2071,552,136
    Issuance of new shares48,757
    Balance as of December 31905,128,293870,182,445881,480,527870,182,445881,480,527906,403,156

    The following table reflects transactions that took place in relation to former and current share-based compensation plans:

    Philips Group

    Transactions related to share-based compensation plans

    202020212022202120222023
    Shares acquired5,351,4113,996,5762,142,4453,996,5762,142,4453,000,000
    Average market priceEUR 33.81EUR 36.15EUR 31.76EUR 36.15EUR 31.76EUR 41.59
    Amount paidEUR 181 millionEUR 144 millionEUR 68 millionEUR 144 millionEUR 68 millionEUR 125 million
    Shares delivered4,695,1704,194,5772,204,2074,194,5772,204,2071,552,136
    Average price (FIFO)EUR 34.35EUR 34.14EUR 35.16EUR 34.14EUR 35.16EUR 34.59
    Cost of delivered sharesEUR 161 millionEUR 143 millionEUR 77 millionEUR 143 millionEUR 77 millionEUR 54 million
    Total shares in treasury at year-end5,924,7085,726,7085,664,9465,726,7085,664,9467,112,810
    Total costEUR 199 millionEUR 201 millionEUR 191 millionEUR 201 millionEUR 191 millionEUR 262 million

    The following transactions took place for capital reduction purposes:

    Philips Group

    Transactions related to capital reduction

    202020212022202120222023
    Shares acquired3,318,21141,489,8162,938,24841,489,8162,938,24812,964,445
    Average market priceEUR 39.21EUR 36.22EUR 36.61EUR 36.22EUR 36.61EUR 37.25
    Amount paidEUR 130 millionEUR 1,503 millionEUR 108 millionEUR 1,503 millionEUR 108 millionEUR 483 million
    Cancellation of treasury shares (shares)3,809,67533,500,0008,758,45533,500,0008,758,45515,134,054
    Cancellation of treasury shares (EUR)EUR 152 millionEUR 1,216 millionEUR 299 millionEUR 1,216 millionEUR 299 millionEUR 566 million
    Total shares in treasury at year-end7,989,8162,169,6097,989,8162,169,609 
    Total costEUR 287 millionEUR 83 millionEUR 287 millionEUR 83 million 

    Share purchase transactions related to employee option and share plans, as well as transactions related to the reduction of share capital, involved a cash outflow of EUR 187 million. A cash inflow662 million in 2023. In 2023, the settlement of forward contracts resulted in a withholding tax liability for an amount of EUR 1266 million from treasury shares mainly relatesrelating to the exercisedividend distribution. As of employee stock options (granted until 2013).December 31, 2023, the remaining liability to be settled amounted to EUR 11 million.

    Share repurchase methods for share-based remuneration plans and capital reduction purposes

    Philips uses different methods to repurchase shares in its own capital: (i) share buyback repurchases in the open market via an intermediary; (ii) repurchase of shares via forward contracts for future delivery of shares; and (iii) the unwinding of call options on own shares. During 2022,2023, Philips used methods (i)method (ii) to repurchase shares for capital reduction purposes and methods (ii) and (iii) to repurchase shares for share-based compensation plans.

    Forward contracts to repurchase shares

    For share-based compensation plans

    On June 14, 2023, Royal Philips announced that it will repurchase up to 7.1 million shares to cover certain of its obligations arising from its long-term incentive and employee stock purchases plans. Under this program, Philips entered into one forward contract for an amount of EUR 138 million to acquire 7.1 million shares with settlement dates varying between November 2024 and November 2025 and a weighted average forward price of EUR 19.43.

    On June 13, 2022, Royal Philips announced that it will repurchase up to 3.2 million shares to cover certain of its obligations arising from its long-term incentive and employee stock purchases plans. Under this program, Philips entered into one forward contract for an amount of EUR 63 million to acquire 3.2 million shares with settlement dates in November 2024 and December 2024 and a weighted average forward price of EUR 19.75.

    On May 19, 2021, Royal Philips announced that it will repurchase up to 2 million shares to cover certain of its obligations arising from its long-term incentive and employee stock purchase plans. Under this program, Philips entered into one forward contract for an amount of EUR 90 million to acquire 2 million shares with settlement dates in October 2023 and November 2023 and a weighted average forward price of EUR 44.85. As of December 31, 2023, all shares under this program were acquired (settled in the fourth quarter of 2023). This resulted in a EUR 90 million increase in retained earnings against treasury shares.

    On January 29, 2020, Philips announced that it will repurchase up to 6 million shares to cover certain of its obligations arising from its long-term incentive and employee stock purchase plans. Under this program, Philips entered into three forward contracts to acquire in total 5 million for an amount of EUR 174 million to acquire with settlement dates varying between October 2021 and November 2022 and a weighted average forward price of EUR 34.85. On October 26, 2022, the original settlement date of two tranches entered into under this program (in total 1.75 million shares) has been extended from November 23, 2022 to November 2023, and November 2024, respectively. As of December 31, 2022,2023, a total of 3.34.3 million shares (December 31, 2021: 1.5 million)2022: 3.3 million shares) under this program were acquired (settled in the fourth quarter of 2021, 2022, and 2022, respectively)2023). This resulted in a EUR 5735 million (December 31, 2021:(2022: EUR 6157 million) increase in retained earnings against treasury shares.

    As of December 31, 2022,2023, the remaining forward contracts to cover obligations under share-based remunerationcompensation plans related to 7.011.1 million shares (December 31, 2021: 5.5 million)2022: 7.0 million shares) and amounted to EUR 211224 million (December 31, 2021:2022: EUR 203211 million).

    For capital reduction

    On July 26, 2021, Philips announced a share buyback program for share cancellation purposes for an amount of up to EUR 1.5 billion. Consequently, in the third quarter of 2021 Philips entered into three forward contracts for an amount of EUR 731 million to acquire 20 million shares with settlement dates in 2022, 2023 and 2024 and a weighted average forward price of EUR 37.36. Philips executed the remainder of the program through open market purchases by an intermediary in the fourth quarter of 2021 (acquiring 21 million shares) and January 2022 (acquiring 0.8 million shares). This resulted in a EUR 781 million increase in retained earnings against treasury shares. As of December 31, 2022,2023, a total of 15.1 million (December 31, 2022: 2.2 millionmillion) shares under this program were acquired (in the fourth quarter of 2022)2022 and third and fourth quarters of 2023). This resulted in EUR 83483 million (including dividend adjustment) increase in retained earnings against treasury shares.shares (2022: EUR 83 million).

    As of December 31, 2022,2023, the remaining forward contracts entered into for capital reduction purposes relate to 17.44.4 million shares (December 31, 2021: 19.6 million)2022: 17.4 million shares) and amounted to EUR 648167 million (December 31, 2021:2022: EUR 731648 million).

    Share call options

    In 2016, Philips purchased EUR-denominated and USD-denominated call options on its own shares to hedge options granted to employees up to 2013.

    InOn December 31, 2022, the company unwound 239,880there were 55,750 EUR-denominated and 152,565 USD-denominated call options against the transfer of the same number of its own shares (392,445 shares) and an additional EUR 6 million cash payment to the buyer of the call options.

    outstanding. As of December 31, 2022, the remaining2023, all outstanding EUR-denominated call options related to 55,750 shares while there are no remaining USD-denominated call options.have expired.

    Shares cancellation

    In June 2022,December 2023, Philips completed the cancellation of 8.815.1 million of its common shares (with a cost price of EUR 299566 million). The cancelled shares were acquired as part of the Philips’ EUR 1.5 billion share repurchase programsprogram announced on July 26, 2021.

    Dividend distribution

    2023

    In May 2023, Philips distributed a dividend of EUR 0.85 per common share, representing a total value of EUR 749 million (including costs). The dividend was distributed in the form of shares only, resulting in the issuance of 39,334,938 new common shares. Per share calculations have been adjusted retrospectively for all periods presented to reflect the issuance of shares for the share dividend in respect of 2022. Further reference is made to Earnings per share.

    A proposal will be submitted to the 2024 Annual General Meeting of Shareholders to pay a dividend of EUR 0.85 per common share, in common shares only, against retained earnings for 2023.

    2022

    In May 2022, Philips distributed a dividend of EUR 0.85 per common share, representing a total value of EUR 741 million (including costs). Shareholders could elect for a cash dividend or a share dividend. Approximately 45% of the shareholders elected for a share dividend, resulting in the issuance of 14,174,568 new common shares. The settlement of the cash dividend involved an amount of EUR 411 million (including costs).

    A proposal will be submitted to the 2023 Annual General Meeting of Shareholders to pay a dividend of  EUR 0.85 per common share, in common shares only, against retained earnings for 2022.

    2021

    In June 2021, Philips distributed a dividend of EUR 0.85 per common share, representing a total value of EUR 773 million (including costs). Shareholders could elect for a cash dividend or a share dividend. Approximately 38% of the shareholders elected for a share dividend, resulting in the issuance of 6,345,968 new common shares. The settlement of the cash dividend involved an amount of EUR 482 million (including costs).

    2020

    In July 2020, Philips distributed a dividend of EUR 0.85 per common share, representing a total value of EUR 758 million (including costs). The dividend was distributed in the form of shares only resulting in the issuance of 18,080,198 new common shares. 

    Limitations in the distribution of shareholders’ equity

    As of December 31, 2022,2023, pursuant to Dutch law, certain limitations exist relating to the distribution of shareholders’ equity of EUR 3,0542,435 million. Such limitations relate to common shares of EUR 183 million, as well as to legal reserves required by Dutch law included under retained earnings of EUR 990 million and unrealized currency translation differences of EUR 1,263 million. The unrealized gain related to cash flow hedges of EUR 6 million and unrealized loss related to fair value through OCI financial assets of EUR 390 million qualify as revaluation reserves and reduce the distributable amount due to the fact that these reserves are negative.

    The legal reserves required by Dutch law of EUR 990 million included under retained earnings relates to any legal or economic restrictions on the ability of affiliated companies to transfer funds to the parent company in the form of dividends.

    As of December 31, 2022, these limitations in distributable amounts were EUR 3,054 million and related to common shares of EUR 178 million, as well as to legal reserves required by Dutch law included under retained earnings of EUR 1,010 million and unrealized currency translation differences of EUR 1,866 million. The unrealized loss related to cash flow hedges of EUR 2 million and unrealized losslosses related to fair value through OCI financial assets of EUR 376 million qualify as revaluation reserves and reduce the distributable amount due to the fact that these reserves are negative.

    The legal reserves required by Dutch law of EUR 1,010 million included under retained earnings relates to any legal or economic restrictions on the ability of affiliated companies to transfer funds to the parent company in the form of dividends.

    As of December 31, 2021, these limitations in distributable amounts were EUR 1,947 million and related to common shares of EUR 177 million, as well as to legal reserves required by Dutch law included under retained earnings of EUR 654 million and unrealized currency translation differences of EUR 1,117 million. The unrealized losses related to fair value through OCI financial assets of EUR 344 million and unrealized loss related to cash flow hedges of EUR 252 million qualify as a revaluation reserve and reduce the distributable amount due to the fact that this reserve is negative.

    Non-controlling interests

    Non-controlling interests relate to minority stakes held by third parties in consolidated group companies.

    Capital management

    Philips manages capital based upon the IFRS measures, net cash provided by operating activities and net cash used for investing activities as well as the non-IFRS measure net debt. The definition of this non-IFRS measure and a reconciliation to the IFRS measure is included below.

    Net debt is defined as the sum of long and short-term debt minus cash and cash equivalents. Group equity is defined as the sum of shareholders’ equity and non-controlling interests. This measure is used by Philips Treasury management and investment analysts to evaluate financial strength and funding requirements. The Philips net debt position is managed with the intention of retaining the current strong investment grade credit rating. Furthermore, Philips’ aim when managing the net debt position is dividend stability and a pay-out ratio of 40% to 50% of Adjusted income from continuing operations attributable to shareholders (reconciliation to the most directly comparable IFRS measure, Net income, is provided at the end of this note).

    Philips Group

    Composition of net debt and group equity

    in millions of EUR unless otherwise stated

    202020212022202120222023
    Long-term debt5,7056,4737,2706,4737,2707,035
    Short-term debt1,229506931506931654
    Total debt6,9346,9808,2016,9808,2017,689
    Cash and cash equivalents3,2262,3031,1722,3031,1721,869
    Net debt3,7084,6767,0284,6767,0285,820
    Shareholders' equity11,87014,43813,24914,43813,24912,028
    Non-controlling interests313634363433
    Group equity11,90114,47513,28314,47513,28312,061
    Net debt and group equity ratio24:7635:6524:7635:6533:67

    Adjusted income from continuing operations attributable to shareholders is not a recognized measure of financial performance under IFRS. The reconciliation of Adjusted income from continuing operations attributable to shareholders to the most directly comparable IFRS measure, Net income for 20222023 is included in the following table.

    Philips Group

    Adjusted income from continuing operations attributable to shareholders

    1) in millions of EUR

    202020212022202120222023
    Net income1,1953,323(1,605)3,323(1,605)(463)
    Discontinued operations, net of income taxes(196)(2,711)(13)(2,711)(13)10
    Income from continuing operations999612(1,618)612(1,618)(454)
    Income from continuing operations attributable to non-controlling interests(8)(4)(3)(4)(3)(2)
    Income from continuing operations attributable to shareholders1)991608(1,622)608(1,622)(456)
    Adjustments for:    
    Amortization and impairment of acquired intangible assets377322363322363290
    Impairment of goodwill144151,357151,3578
    Restructuring costs and acquisition-related charges1959520295202381
    Other items:2991,0699251,0699251,358
    Respironics field-action provision 719250
    Respironics litigation provision 575
    Respironics field-action connected to the proposed consent decree719250363
    Respironics field-action running remediation cost 9421094210224
    Quality remediation actions9459 175
    R&D project impairments 134 134 
    Portfolio realignment charges 109 109 
    Impairment of assets in S&RC 39 39 
    Provision for public investigations tender irregularities 60 60 
    Provisions for quality actions in Connected Care 9459
    Loss on divestment of business 76 
    Provision for a legal matter 31
    Investment re-measurement loss 23
    Loss (gain) on divestment of business76 (35)
    Remaining items299876387632
    Net finance income/expenses(125)(84)(4)(84)(4)18
    Tax impact of adjusted items and tax only adjusting items(285)(527)(376)(527)(376)(450)
    Adjusted Income from continuing operations attributable to shareholders1)1,5941,4978451,4978451,148
    1)1)Shareholders in this table refers to shareholders of Koninklijke Philips N.V. Per share calculations have been adjusted retrospectively for all periods presented to reflect the issuance of shares for the share dividend in respect of 2022.

    18Debt

    Accounting policies
    Debt

    Debt is initially measured at fair value net of directly attributable transaction costs. Subsequently, debt is measured at amortized cost using the effective interest rate method. Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the effective interest rate. Debt is derecognized when the obligation under the liability is discharged, cancelled or has expired.

    Lease liabilities

    Lease liabilities are measured at the present value of the lease payments due over the lease term, generally discounted using the incremental borrowing rate. Lease liabilities are subsequently measured at amortized cost using the effective interest method. Lease liabilities are remeasured in case of modifications or reassessments of the lease.

    Philips has a USD 2.5 billion Commercial Paper Program and a EUR 1 billion committed standby revolving credit facility that can be used for general group purposes, such as a backstop of its Commercial Paper Program. As of December 31, 2022,2023, Philips did not have any loans outstanding under either facility. These facilities do not have a material adverse change clause, have no financial covenants and no credit-rating-related acceleration possibilities. Philips issued commercial paper of EUR 200 million in September 2022 and EUR 101 million in October 2022, that was repaid throughout the fourth quarter of 2022. In addition, Philips secured a EUR 1 billion credit facility in the fourth quarter of 2022 that can be used for general corporate purposes. As of December 31, 2022, Philips had EUR 500 million outstanding under the credit facility. The facility does not have a material adverse change clause, has no financial covenants and no credit-rating-related acceleration possibilities. As per March 9, 2020, Philips established a Euro Medium-Term Note (EMTN) program, a framework that facilitates the issuance of notes for a total amount up to EUR 10 billion. In 2022As of December 31, 2023, Philips has EUR 3.3 billion outstanding under this program of which EUR 500 million fixed rate notes were issued three new tranches under the program forin August 2023 with a total of EUR 2 billion, while also redeeming its outstanding 2023 and 2024 Notes and issuing a tender offer on the outstanding 2025 and 2026 Notes.maturity date in 2031. 

    The provisions applicable to all USD-denominated corporate bonds issued by the company in March 2008 and March 2012 (due 2038 and 2042) contain a ‘Change of Control Triggering Event’. If the company would experience such an event with respect to a series of corporate bonds the company might be required to offer to purchase the bonds that are still outstanding at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest, if any. Furthermore, the conditions applicable to the EUR-denominated corporate bonds issued insince 2018 2019, 2020 and 2022 (due 2025, 2026, 2027, 2028, 2029, 2030 and 2033) contain a similar provision (‘Change of Control Put Event’). Upon the occurrence of such an event, the company might be required to redeem or purchase any of such bonds at their principal amount together with interest accrued. Philips’ outstanding long-term debt do not contain financial covenants.

    In April2023, Philips issued EUR 500 million of fixed rate notes under the company’s EMTN program that mature in 2031 and used the proceeds for general corporate purposes, including the repayment of EUR 500 million that was outstanding under the credit facility entered into in the fourth quarter of 2022. In 2023, Philips entered into a total amount of EUR 138 million forward contracts relating to the company’s long-term incentive plans. These forwards mature in the fourth quarters of 2024 (EUR 61m) and 2025 (EUR 77m). In addition, a total of EUR 125 million forward contracts relating to the long-term incentive and employee stock purchase plans and EUR 481 million of forwards related to the share buyback program announced in 2021 matured throughout 2023.

    In 2022, Philips announced a series of Liability Management transactions to optimize its debt maturity profile. The transactions included the issuance of three series of Notes under its EMTN program for a total of EUR 2 billion with maturities in 2027, 2029 and 2033. Part of the proceeds were used to tender certain of Philips’ outstanding US Dollar denominated bonds due 2025 and 2026 and Euro-denominated bonds due 2023, 2024 and 2025, as well as make-whole and fully redeem the Euro-denominated bonds due 2023 and 2024 that were not purchased as part of the Euro tender offer. Philips issued Commercial Paper of EUR 200 million in September 2022 and EUR 101 million in October 2022. These tranches were repaid throughout the fourth quarter of 2022. In addition, in October 2022 Philips entered into a EUR 1 billion credit facility that cancould be used for general corporate purposes. The credit facility maturesmatured in October 2023 and hashad a 12-month extension option at Philips discretion. Per year-end 2022, EUR 500 million was utilized and outstanding under the credit facility. In 2022, Philips entered into a total amount of EUR 63 million forward contracts relating to the company’s long-term incentive and employee stock purchase plans. A total of EUR 57 million forward contracts relating to the long-term incentive and employee stock purchase plans as announced in 2020 and EUR 83 million of forwards related to the share buyback program announced in 2021 matured throughout 2022.

    In February 2021, Philips entered into two new bilateral loans amounting to a total of EUR 500 million (EUR 250 million each) with a tenor of up to one year, that were repaid in September 2021. In 2021, Philips also entered into a total amount of EUR 731 million of forward contracts relating to the EUR 1.5 billion share buyback program announced on July 26, 2021, with maturity dates in 2022, 2023 and 2024. A total amount of EUR 745 million of forward contracts matured in 2021, which completed the settlement of the EUR 1.5 billion share buyback program announced on January 29, 2019.  In addition, Philips entered into a total amount of EUR 90 million of forward contracts in 2021 relating to the long-term incentive and employee stock purchase plans announced on May 19, 2021, with maturity dates in 2023, and a total amount of EUR 123 million of forward contracts matured in 2021 relating to the company's long-term incentive and employee stock purchase plans announced on October 22, 2018 and January 29, 2020.

    Long-term debt

    The following tables present information about the long-term debt outstanding, its maturity and average interest rates in 20222023 and 2021.2022.

    Philips Group

    Long-term debt

    in millions of EUR unless otherwise stated

    20222023
    amount outstandingCurrent portionNon-current portionBetween 1 and 5 yearsamount due after 5 yearsaverage remaining term (in years)average rate of interestamount outstandingCurrent portionNon-current portionBetween
    1 and 5 years
    amount due after 5 yearsaverage remaining term (in years)average rate of interest
    USD bonds1,3781,3782501,12814.36.3%1,325 1,3252401,08513.36.3%
    EUR bonds4,0614,0611,8362,2255.71.7%4,569 4,5692,3352,2345.12.0%
    Forward contracts8586062522521.039632176 0.81.4%
    Lease liabilities1,0822308525043483.92.4%1,0742118645053583.93.1%
    Bank borrowings70527027021.91.7%2031201 1.24.2%
    Other long-term debt284241768.92.9%-7.41.2%
    Long-term debt8,1118427,2703,5623,7066.12.4%7,5685327,0353,3573,6786.02.9%

    Philips Group

    Long-term debt

    in millions of EUR unless otherwise stated

    20212022
    amount outstandingCurrent portionNon-current portionBetween 1 and 5 yearsamount due after 5 yearsaverage remaining term (in years)average rate of interestamount outstandingCurrent portionNon-current portionBetween
    1 and 5 years
    amount due after 5 yearsaverage remaining term (in years)average rate of interest
    USD bonds1,313 1,3132551,05815.16.3%1,378 1,3782501,12814.36.3%
    EUR bonds3,2333,2332,2429914.41.0%4,061 4,0611,8362,2255.71.7%
    Forward contracts934196738738 1.6 858606252 1.0 
    Lease liabilities1,2202579635803834.22.1%1,0822308525043483.92.4%
    Bank borrowings20312022023.20.1%7052702 1.91.7%
    Other long-term debt305261888.63.5%284241768.92.9%
    Long-term debt6,9334596,4734,0342,4396.02.1%8,1118427,2703,5623,7066.12.4%
    Bonds

    The following table presents the amount outstanding and effective rate of bonds.

    Philips Group

    Unsecured Bonds

    in millions of EUR unless otherwise stated

    effective rate20212022effective rate20222023
    Unsecured EUR Bonds    
    Due 06/09/2023; 1/2%0.634%500
    Due 02/05/2024; 3/4%0.861%500
    Due 30/03/2025; 1 3/8%1.509%346346
    Due 22/05/2026; 1/2%0.608%7507500.608%750750
    Due 05/05/2027; 1 7/8%2.049%750750
    Due 02/05/2028; 1 3/8%1.523%5005001.523%500500
    Due 30/03/2025; 1 3/8%1.509%500346
    Due 05/11/2029; 2 1/8%2.441%650650
    Due 30/03/2030; 2%2.128%5005002.128%500500
    Due 05/05/2027; 1 7/8%2.049%750
    Due 05/11/2029; 2 1/8%2.441%650
    Due 08/09/2031; 4 2/8%4.330% 500
    Due 05/05/2033; 2 5/8%2.710%6002.710%600600
    Unsecured USD Bonds    
    Due 15/05/2025; 7 3/4%7.429%56517.429%5149
    Due 15/05/2025; 7 1/8%6.794%7875
    Due 01/06/2026; 7 1/5%6.885%1201196.885%119114
    Due 15/05/2025; 7 1/8%6.794%7478
    Due 11/03/2038; 6 7/8%7.210%641683
    Due 03/11/2038; 6 7/8%7.210%683657
    Due 15/03/2042; 5%5.273%4414705.273%470452
    Adjustments1) (37)(57) (57)(47)
    Unsecured Bonds 4,5455,439 5,4395,894
    1)1)Adjustments related to both EUR and USD bonds and concern bond discounts, premium and transaction costs.
    Leases

    The following table presents a reconciliation between the total of future minimum lease payments and their present value.

    Philips Group

    Lease liabilities

    in millions of EUR

    2021202220222023
    future minimum lease paymentsinterestpresent value of minimum lease paymentsfuture minimum lease paymentsinterestpresent value of minimum lease paymentsfuture minimum lease paymentsinterestpresent value of minimum lease paymentsfuture minimum lease paymentsinterestpresent value of minimum lease payments
    Less than one year28022257251212302512123023928211
    Between one and five years63656580554495055544950557267505
    More than five years41734383376283483762834838830358
    Lease liabilities1,3331131,2201,180981,0821,180981,0821,2001251,074

    Short-term debt

    Philips Group

    Short-term debt

    in millions of EUR

    2021202220222023
    Short-term bank borrowings478989122
    Current portion of long-term debt459842842532
    Short-term debt506931931654

    During 2022,2023, the weighted average interest rate on the bank borrowings was 8.6% (2022: 5.7% (2021: 1.2%). This increase was mainly driven by financial market conditionshigher interest rate environments across various countries globally.

    19Provisions

    Accounting policies

    A provision is a liability of uncertain timing or amount. Provisions are recognized if, as a result of a past event, the company has a present legal or constructive obligation, it is probable that an outflow of economic benefits will be required to settle the obligation and the amount can be estimated reliably. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax discount rate that reflects current market assessments of the time value of money. The increase in the provision due to passage of time (accretion) is recognized as interest expense.

    Restructuring-related provisions

    Provisions for severance and termination benefits are recognized for those costs only when the company has a detailed formal plan for the restructuring and has raised a valid expectation with those affected that it will carry out the restructuring by starting to implement that plan or announcing its main features to those affected by it. Before a provision is established, the company recognizes any impairment loss on the assets associated with the restructuring.

    Accounting estimates and judgments

    By their nature, the recognition of provisions requirerequires estimates and assumptions regarding the timing and the amount of outflow of resources. The main estimates include:

    • Respironics field-action provision – the provision requires management to make estimates and assumptions about items such as quantities and the portion of products to be remediated through replacement, repair or repair.(partial) refund.
    • Product warranty provisions – the provisions for assurance-type product warranty reflect the estimated costs of replacement and free-of-charge services that will be incurred by the company with respect to products sold and include costs to execute field change orders.
    • Environmental provisions – provisions for environmental remediation can change significantly due to the emergence of additional information regarding the extent or nature of the contamination, the need to utilize alternative technologies, actions by regulatory authorities as well as changes in judgments and discount rates.
    • Legal provisions – provisions for legal claims and investigations reflect the best estimate of the outflow of resources, supported by internal and external legal counsel, when it is probable that such outflow of resources will be required to settle an obligation.
    • Contingent consideration provisions – the provision for contingent consideration reflects the fair value of the expected payment to former shareholders of an acquired company for the exchange of control if specified future events occur or conditions are met, such as the achievement of certain regulatory milestones or the achievement of certain commercial milestones. The provision for contingent consideration can change significantly due to changes in the estimated achievement of milestones and changes in discount rates. Changes in fair value of the contingent consideration liability are reflected in other business income (expenses).

    Philips Group

    Provisions

    in millions of EUR

     20212022
     long-termshort-termtotallong-termshort-termtotal
    Post-employment benefits1)659 659546 546
    Respironics field-action provision5252557723366390
    Product warranty provisions3220723857287344
    Environmental provisions99261248320104
    Restructuring-related provisions858666134140
    Legal provisions533991147489
    Contingent consideration provisions156522088923113
    Other provisions25792349279112390
    Provisions1,3159982,3131,0971,0182,115
     Post-employment
     benefits
    Respironics
     field-action
    Product
     warranty
    EnvironmentalRestructuring-
    related
    LegalContingent
     consideration
    OtherTotal
    Current 3662872013474231121,018
    Non-current546235783614892791,097
    Balance as of December 31, 2022546390344104140891133902,115
              
    Additions11224031318263644242231,836
    Utilizations(91)(285)(268)(14)(219)(235)(20)(134)(1,266)
    Releases(10) (20)(2)(67)(10)(7)(45)(159)
    Accretion   5 231(3)25
    Acquisitions      6 6
    Changes in discount rate   (6)    (6)
    Translation differences and other-(10)(12)(3)(2)(23)(2)(1)(53)
    Total change12(55)13(2)(24)399239383
              
    Current 33129322102477571811,463
    Non-current558364801410582481,035
    Balance as of December 31, 20235583343571021164871154292,498
    1)For more details refer to Post-employment benefits.

    Philips Group

    Provisions

    in millions of EUR

     Post-employment
    benefits
    Respironics
    field-action
    Product
    warranty
    EnvironmentalRestructuring
    -related
    LegalContingent
     consideration
    OtherTotal
    Current 5252072658395292998
    Non-current6595232998531562571,315
    Balance as of December 31, 202165957723812466912083492,313
              
    Additions612503201515489 1601,049
    Utilizations(185)(486)(224)(17)(61)(100)(105)(95)(1,274)
    Releases(1)  (2)(18)(3) (35)(59)
    Accretion   4 - (3)2
    Acquisitions     496 99
    Changes in discount rate   (27)    (27)
    Fair value changes      (86) (86)
    Translation differences and other124997(1)7 1497
    Total change(113)(187)105(21)74(3)(95)41(198)
              
    Current 3662872013474231121,018
    Non-current546235783614892791,097
    Balance as of December 31, 2022546390344104140891133902,115

    Respironics field action provision

    On June 14, 2021, Philips’ subsidiary, Philips Respironics initiated a voluntary recall notification in the United States and field safety notice outside the United StatesUS for certain sleep and respiratory care products related to the polyester-based polyurethane (PE-PUR) sound abatement foam in these devices.

    The repair and replacement programremediation is under wayprogressing globally. Because of the prioritization of the repair and replace program, Philips is currently not taking new orders for sleep therapy systems, while masks and other consumables continue to be sold. As of December 31, 2022, approximately 90% of2023, the production required for the delivery of replacement devices to patients has been completed. The timesubstantially completed and the total number of units expected to completebe remediated remained stable during the program is impacted by the dependency on supply of materials, including from China,year at 5.6 million devices (specific CPAP, BiPAP and global logistics capacity. Philips Respironics is also conducting a test and research program with independent laboratories. mechanical ventilator devices), excluding certain end-of-life-devices which are expected to be retired.

    Philips has recognized a provision based on Philips'Philips’ best estimate of the costs to repair, replace or replacerefund devices, subject to the Respironics field action. The provision is related to the cost to repair, and/replace or replacerefund affected devices and includes, amongst others, the costs for the remaining production, the cost of intensified communication with physicians and patients, material costs, labor cost and logistics.logistics, as well as costs relating to the (partial) refunds provided to customers under the field action. The provision does not include any product liability costs or other claims. Movements during the year were as follows:

    Philips Group

    Respironics field-action provision

    in millions of EUR

     20212022
    Balance as of January 1-577
    Additions719250
    Utilizations(175)(486)
    Translation differences3349
    Balance as of December 31577390

    AdditionsThe additions for the year primarily reflect updated expectationsthe impact of the revised remediation approach in relation to the volume ofmechanical ventilator devices eligible for remediation as well as additional costs relatedsubject to the accelerationrecall, following the agreed terms of the program. As of December 31, 2022, Philips Respironics expectsproposed consent decree (see below). The revised approach, which includes a revised repair program and assumes (partial) refunds to remediate a total of around 5.6 million devices (specific CPAP, BiPAP and mechanical ventilator devices) globally, excluding certain end-of-life devices that are expectedcustomers (refer to be retired. In 2022, following Philips Respironics’ comprehensive patient and customer communication outreach and based on current insights, the total expected units to be remediated have increased by approximately 0.4 million, primarilyIncome from operations), resulted in an increase in the US. Furthermore, efforts to acceleratecosts associated with the program resulted in a shift towards replacement, which increased the replacement share to 60% (compared to 46% asremediation of December 31, 2021) and as a result further reduced repair quantities.these devices. Utilizations for the year reflect the costs incurred in executing the repair and replace programremediation during the year.

    The completion of the field action continues to be subject to significant uncertainties,uncertainty, which requirerequires management to make estimates and assumptions about items such as quantities and the portion to be replaced, or repaired. Asrepaired and refunded. An increase in the assumption for the refund portion by 10 percentage points, could have the effect of December 31, 2022,increasing the impact of changes in these main assumptions and estimates, holding other assumptions constant, on the field action provision are as follows:

    Philips Group

    Main assumptions

    in millions ofby an estimated EUR unless otherwise stated

     Increase (decrease) in provision
    AssumptionIncrease individual assumption by 10%Decrease individual assumption by 10%
    Total quantity of devices remaining26(26)
    Replacement share12(12)

    19 million. Actual outcomes in future periods may differ from these estimates and affect the company'scompany’s results of operations, financial position and cash flows.

    In addition,Further to the above, running remediation costs of EUR 210224 million (2021:(2022: EUR 94210 million) related to the remediation, such as testing, external advisory and regulatory response and additional right-of-return and warranty provisions, have been incurred.

    Following the FDA’sUS Food and Drug Administration (FDA) inspection of certain of Philips Respironics’Respironics' facilities in the US in 2021 and the subsequent inspectional observations, the US Department of Justice, acting on behalf of the FDA, in July 2022 started discussions with Philips regarding the terms of a consent decree to resolve the identified issues. Atissues, which Philips has now agreed. As a consequence of addressing the endconsent decree, the company recorded charges of EUR 363 million in December 2022,2023, mainly consisting of EUR 240 million addition to the discussionsRespironics field action provision, EUR 82 million inventory write-down (refer to Inventories), EUR 31 million onerous contract provision and EUR 6 million fixed asset impairment.

    In addition to the above, Philips and its affiliates are ongoing. Furthermore, Philips is a defendantdefendants in a number of consumer class action lawsuits from users of the affected devices and a number of individual personal injury and other compensation claims. To date no provisions have been recorded for the litigation and investigations associated with the Respironics field action. For legal matters including claims refer to the legal provisions section of this note as well as Contingencies

    Product warranty provisions

    The provisions for assurance-type product warranty reflect the estimated costs of replacement and free-of-charge services that will be incurred by the company with respect to products sold, and include costs to execute field change orders. The field action provision in connection with the Philips Respironics voluntary recall notification is shown separately above.

    Additions in 2023 include quality remediation actions of EUR 81 million in the Diagnosis & Treatment segment.

    The company expects the provisions to be utilized mainly within the next year.

    Philips Group

    Provisions for assurance-type product warranty

    in millions of EUR

     20212022
    Balance as of January 1167238
    Additions364320
    Utilizations(265)(224)
    Transfer to liabilities associated with assets held for sale(37)
    Translation differences and other109
    Balance as of December 31238344

    Additions in 2022 include quality actions of EUR 108 million in the Connected Care segment, mainly for the following matters:

    Pads Cartridges

    In February 2022, Philips issued a field safety notice notifying customers of a potential issue with the Adult SMART Pads Cartridge (M5071A) and the Infant/Child SMART Pads Cartridge (M5072A) for use specifically with the HeartStart HS1 Automated External Defibrillator (AED) devices. Philips has identified that for affected pads the HS1 AED could deliver less effective or ineffective therapy. Philips is actively working on replacing these pads and has commenced the replacement program in 2022.

    V60 35V

    In March 2022, Philips Respironics issued a voluntary recall notification/field safety notice to customers of its V60, V60 Plus and V680 ventilators, regarding a potential issue that could affect the main electrical circuit (“35V Rail”) powering the ventilator and alarm. This notification was updated in April 2022 with additional customer instructions. In June 2022, Philips issued a further update to this notification, regarding the projected correction for this matter. To address the issue with the 35V Rail, Philips Respironics has commenced the remediation program in 2022.

    Environmental provisions

    The environmental provisions include accrued costs recorded with respect to environmental remediation in various countries. In the United States,US, subsidiaries of the company have been named as potentially responsible parties in state and federal proceedings for the clean-up of certain sites.

    Provisions for environmental remediation can change significantly due to the emergence of additional information regarding the extent or nature of the contamination, the need to utilize alternative technologies, actions by regulatory authorities as well as changes in judgments and discount rates.

    Approximately EUR 73 million of the long-term provision is expected to be utilized after one to five years, with the remainder after five years. For more details on the environmental remediation refer to Contingencies.

    Philips Group

    Environmental provisions

    in millions of EUR

     20212022
    Balance as of January 1183124
    Additions1815
    Utilizations(15)(17)
    Releases(64)(2)
    Changes in discount rate(10)(27)
    Accretion34
    Translation differences and other97
    Balance as of December 31124104

    The additions and the releases of the provisions originate from additional insights in relation to factors like the estimated cost of remediation, changes in regulatory requirements and efficiencies in completion of various site work phases.

    BasedApproximately EUR 63 million of the long-term provision is expected to be utilized after one to five years, with the remainder after five years. For more details on the progressive insight with respectenvironmental remediation refer to site remediation experience, technological progress and risk-based clean-up strategies, the estimated remaining duration of remediation activities for environmental liabilities for infinite environmental sites was revised in 2021 from 60 years to 30 years. The resulting release was EUR 55 million of which EUR 33 million is recorded in continuing operations and EUR 22 million in discontinued operations.Contingencies.

    Restructuring-related provisions

    Philips Group

    Restructuring-related provisions

    in millions of EUR

    January 1, 2022additionsutilizationsreleasesother changesDecember 31, 2022December 31, 2022December 31, 2023
    Diagnosis & Treatment2658(27)(8)0494236
    Connected Care1734(13)(3)(1)344218
    Personal Health9(7)(2)010107
    Other1452(14)(5)0474756
    Philips Group66154(61)(18)(1)140140116

    InFurther to the workforce reduction in 2022, Philips initiated general productivity actions aimed at simplifyingmeasures were announced on January 30, 2023 that primarily focus on the organization to streamline the way of working and reduce operating expenses. This includes an immediate reduction of around 4,0006,000 positions globally acrossby 2025. In 2023, the organization, subject to consultation with the relevant workers councils and social partners, with severance and termination-relatedrestructuring costs, expected to be approximatelynet of releases, for these measures were EUR 130 million in aggregate, of which EUR 80 million was recorded in 2022.140 million.

    In addition, restructuring projects were executed during the year, of which the most significant impacted Diagnosis & TreatmentConnected Care and Other and mainly took place in the US and Netherlands. The restructuring mainly comprised product portfolio rationalization and the reorganization of global support functions. The company expects the provisions to be utilized mainly within the next year.

    2021

    In 2021,2022, Philips initiated general productivity actions aimed at simplifying the most significant restructuring projects impacted Diagnostic & Treatmentorganization to streamline the way of working and Connected Care businessesreduce operating expenses. This includes an immediate reduction of around 4,000 positions globally across the organization, with severance and mainly took placetermination-related costs of EUR 80 million recorded in the Netherlands and US. 2022.

    The movements in the provisions for restructuring in 2021 are presented by segment as follows:

    Philips Group

    Restructuring-related provisions

    in millions of EUR

     January 1, 2021additionsutilizationsreleasesother changesDecember 31, 2021
    Diagnosis & Treatment3323(19)(13)126
    Connected Care1716(12)(4)-17
    Personal Health286(21)(6)29
    Other3810(21)(16)414
    Philips Group11755(73)(39)666

    Legal provisions

    The company and certain of its group companies and former group companies are involved as a party in legal proceedings, including regulatory and other governmental proceedings.

    Philips Group

    Legal provisions

    in millions of EUR

     20212022
    Balance as of January 17291
    Additions4389
    Acquisitions384
    Utilizations(17)(100)
    Releases(48)(3)
    Accretion1-
    Translation differences and other37
    Balance as of December 319189

    The majority of the movements in the above schedule are: Additions mainly relate to a provision recognized for alleged tender irregularities as disclosedEUR 575 million in note Contingenciesconnection with the anticipated resolution of the economic loss class action in the US. The final cost of the settlement may vary based on, among other things, how many patients and provisions recognized for CRT matters. other settlement class members participate in the settlement.

    Utilizations mainly relate to the settlement of investigationsthe company reached with the US Securities and Exchange Commission (SEC) to resolve the SEC inquiry regarding alleged tender irregularities in the Connected Care businesses (unrelatedmedical device industry in China, for which the company had recorded a provision of approximately EUR 60 million in 2022. The settlement reached was in line with the amount provided for and EUR 58 million was subsequently paid in 2023. In addition the company funded an amount of USD 155 million (EUR 141 million) into the Qualified Settlement Fund in relation to the Philips Respironics voluntary recall notification).economic loss class action settlement announced on September 7, 2023. 

    For details of other legal matters, including regulatory and other governmental proceedings, refer to Contingencies.

    The company expects the provisions to be utilized mainly within the next three years.

    Contingent consideration provisions

    Philips Group

    Contingent consideration provisions

    in millionsIn 2023, the addition of EUR

     20212022
    Balance as of January 1318208
    Acquisitions1696
    Utilizations(48)(105)
    Fair value changes(78)(86)
    Balance as of December 31208113

    24 million is largely offset by utilizations of EUR 20 million. The provision for contingent consideration reflects the fair valueacquisition of a business within Ultrasound resulted in a EUR 6 million increase.

    Approximately EUR 28 million of the expected payment to former shareholders of an acquiree for the exchange of control if specified future events occur or conditions are met, such as the achievement of certain regulatory milestones or the achievement of certain commercial milestones. Thelong-term provision for contingent consideration can change significantly due to changes in the estimated achievement of milestones and changes in discount rates. Changes in fair value of the contingent consideration liability are reflected in other business income.

    In 2021 and 2022, the fair value changes mainly related to EPD. In 2022, the decrease of EUR 61 million in the fair value of the contingent consideration comprised of EUR 30 million  due to the revisions to EPD’s forecast due to more severe short-term impacts of COVID-19 and the competitive environment, and EUR 31 million due to delays in achievement of certain milestones. In 2021, the decrease of EUR 45 million in the fair value of the contingent consideration comprised of EUR 14 million due to the revisions to EPD’s forecast due to more severe short-term impacts of COVID-19 and the competitive environment, and EUR 31 million due to delays in achievement of certain milestones.

    The company expects the provisionsis expected to be utilized mainly within the next three years, with the remainder after four years.

    Other provisions

    The main elements of other provisions are:

    Philips Group

    Other provisions

    in millions of EUR unless otherwise stated

     20212022
    Balance as of January 1372349
    Additions89160
    Utilizations(87)(95)
    Releases(29)(35)
    Accretion(5)(3)
    Translation differences and other914
    Balance as of December 31349390
     20222023
    Employee jubilee funds

    83

    77

    Self-insurance

    57

    63

    Non-income taxes / social security

    46

    51

    Rights of return

    36

    39

    Decommissioning costs

    33

    34

    Onerous contracts

    38

    76

    Remaining9789
    Balance as of December 31390429

    The main elements of other provisions are:

    • provisions for employee jubilee funds EUR 83 million (2021: EUR 94 million);
    • self-insurance provisions of EUR 57 million (2021: EUR 43 million);
    • provisions for non-income taxes/social security of EUR 46 million (2021: EUR 37 million);
    • provisions for rights of return of EUR 36 million (2021: EUR 40 million);
    • provisions for decommissioning costs of EUR 33 million (2021: EUR 33 million);
    • provisions for onerousOnerous contracts of EUR 38 million (2021: EUR 12 million), reflectingreflect non-cancellable commitments on supplies for which no future demand or alternative usage has been identified, primarily caused by volatilityincluding EUR 31 million in demand due to COVID-19.
    • connection with the remainingproposed Respironics consent decree as of December 31, 2023.

      Remaining provisions relate to a variety of positions, for example provision for disability of employees and provision for royalty obligations.

    • the releases

      Releases in 20212022 and 20222023 are due to the reassessment of the positions in other provisions throughout the year.

    The company expects the other provisions to be utilized mainly within the next five years, except for:years.

    • provisions for employee jubilee funds of which half is expected to be utilized after five years;
    • provisions for decommissioning costs of which half is expected to be utilized after five years;
    • provisions for rights of return to be utilized mainly within the next year.

    20Post-employment benefits

    Accounting policies
    Defined contribution plans

    A defined contribution plan is a post-employment benefit plan for which the company pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution pension plans are recognized as an employee benefit expense in the Consolidated statements of income in the periods during which services are rendered by employees.

    Defined Benefitbenefit plans

    A defined benefit plan is a post-employment benefit plan that is not a defined contribution plan. Defined benefit plans define an amount of pension benefit that an employee will receive after retirement. That pension benefit typically depends on several factors such as years of service, age and salary.

    The net pension asset or liability recognized in the Consolidated balance sheets in respect of defined benefit plans is the fair value of plan assets less the present value of the projected defined benefit obligation at the Consolidated balance sheetssheet date. The defined benefit obligation is calculated annually by qualified actuaries using the projected unit credit method. Recognized assets are limited to the present value of any reductions in future contributions or any future refunds. The net pension liability is presented as a long-term provision; no distinction is made for the short-term portion.

    For the company’s major plans, a full discount rate curve of high-quality corporate bonds is used to determine the defined benefit obligation, where available. The curves are based on the Mercer Yield Curve methodology, which uses data of corporate bonds rated AA or equivalent. For the other plans the Mercer Yield Curve/Mercer Methodology has also been used taking into account the cash flows as much as possible in case there is a deep market in corporate bonds. For plans in countries without a deep corporate bond market, the discount rate is based on government bonds and the plan’s maturity.

    Pension costs in respect of defined benefit plans primarily represent the increase of the actuarial present value of the obligation for post-employment benefits based on employee service during the year and the interest on the net recognized asset or liability in respect of employee service in previous years.

    Remeasurements of the net defined benefit asset or liability comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (excluding interest). The company recognizes all remeasurements in Other comprehensive income.

    Past service costs arising from the introduction of a change to the benefit payable under a plan or a significant reduction of the number of employees covered by a plan (curtailment) are recognized in full in the Consolidated statements of income.

    Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. The company recognizes a liability and an expense for bonuses and incentives based on a formula that takes into consideration the profit attributable to the company’s shareholders after certain adjustments.

    The company’s net obligation in respect of other long-term employee benefits is the amount of future benefit that employees have earned in return for their service in the current and prior periods, such as jubilee entitlements. That benefit is discounted to determine its present value. Remeasurements are recognized in the Consolidated statements of income in the period in which they arise.

    Further information on other employee benefits can be found in Provisions in the Other provisions section.

    Accounting estimates and judgments

    To make the actuarial calculations for the valuation of defined benefit obligations, assumptions are needed for interest rates, healthcare cost increases, future pension increases, life expectancy and employee turnover rates. The actuarial calculations are made by external actuaries based on inputs from observable market data, such as corporate bond returns and yield curves to determine the discount rates to apply, mortality tables to determine life expectancy and inflation rates to determine future salary and pension growth assumptions.

    Employee post-employment benefit plans have been established in many countries in accordance with the legal requirements, customs and the local practice in the countries involved. The larger part of post-employment benefits are company pension plans, of which some are funded and some are unfunded. All funded post-employment benefit plans are considered to be related parties.

    Most employees that take part in a company pension plan are covered by defined contribution (DC) pension plans. The main DC plans are in the Netherlands and the United States. The company also sponsors a number of defined benefit (DB) pension plans. The benefits provided by these plans are based on employees’ years of service and compensation levels.

    The company also sponsors a limited number of DB retiree medical plans. The benefits provided by these plans typically cover a part of the healthcare costs after retirement. None of these plans are individually significant to the company and are therefore not further separately disclosed.

    The larger funded DB and DC plans are governed by independent Trustees who have a legal obligation to protect the interests of all plan members and operate under the local regulatory framework.

    The DB plans in Germany and the United StatesUS make up most of the defined benefit obligation (DBO) and the net position. The company also has DB plans in the rest of the world; however these are individually not significant to the company and do not have a significantly different risk profile that would warrant separate disclosure.

    The adjacent table provides a break-down of the present value of the funded and unfunded DBO, the fair value of plan assets and the net position in Germany, the United StatesUS and in Other Countries. The table also provides the value of reimbursement rights.

    Philips Group

    Post-employment benefits

    in millions of EUR

    GermanyUnited StatesOther CountriesTotalGermanyUnited StatesOther CountriesTotal
    2021202220212022202120222021202220222023202220232022202320222023
    Present value of funded DBO(606)(489)(558)(440)(206)(179)(1,370)(1,108)(489)(511)(440)(404)(179)(182)(1,108)(1,097)
    Present value of unfunded DBO(316)(249)(149)(128)(135)(136)(600)(513)(249)(253)(128)(118)(136)(137)(513)(508)
    Total present value of DBO(921)(738)(708)(568)(341)(315)(1,970)(1,621)(738)(764)(568)(522)(315)(319)(1,621)(1,605)
    Fair value of plan assets5724776234741851711,3801,1224774814744421711661,1221,089
    Net position(349)(261)(84)(94)(157)(144)(590)(499)(261)(283)(94)(80)(144)(153)(499)(516)
                    
    Value of reimbursement rights     6 6    6868

    The classification of the net position is as follows:

    Philips Group

    Classification net position

    in millions of EUR

    GermanyUnited StatesOther Countries  Total GermanyUnited StatesOther Countries  Total 
    2021202220212022202120222021202220222023202220232022202320222023
    Total asset for plans in a surplus3965341469469-3439424641
    Total liability for plans in a deficit(352)(270)(149)(128)(157)(148)(659)(546)(270)(283)(128)(118)(148)(156)(546)(558)
    Provisions for post-employment benefit plans under AHFS             
    Net position(349)(261)(84)(94)(157)(144)(590)(499)(261)(283)(94)(80)(144)(153)(499)(516)

    Germany

    The company has several DB plans in Germany, which for the largest part are partially unfunded, meaning that after retirement the company is responsible for the benefit payments to retirees.

    Due to the relatively high level of social security in Germany, the company’s pension plans mainly provide benefits for the higher earners. The plans are open for future pension accrual. Indexation is mandatory due to legal requirements. Some of the German plans have a DC design, but are accounted for as DB plans due to a legal minimum return requirement.

    Company pension commitments in Germany are partly protected against employer bankruptcy via the “Pensions-Sicherungs-Verein” which charges a fee to all German companies providing pension promises.

    Philips is one of the sponsors of Philips Pensionskasse VVaG in Germany, which is a multi-employer plan. The plan is classified and accounted for as a DC plan.

    The United States

    The US DB pension plans are closed plans without future pension accrual. For the funding of any deficit in the US plan the Group adheres to the minimum funding requirements of the US Pension Protection Act.

    The assets of the US funded pension plans are in Trusts governed by fiduciaries. The non-qualified pension plans that cover accrual above the maximum salary of the funded qualified plan are unfunded.

    The company’s qualified pension commitments in the United StatesUS are covered via the Pension Benefit Guaranty Corporation which charges a fee to US companies providing DB pension plans. The fee is also dependent on the amount of unfunded vested liabilities.

    Risks related to DB plans

    DB plans expose the company to various demographic and economic risks such as longevity risk, investment risks, currency and interest rate risk and in some cases inflation risk. The latter plays a role in the assumed wage increase but more importantly in some countries where indexation of pensions is mandatory.

    The company has an active de-risking strategy in which it constantly looks for opportunities to reduce the risks associated with its DB plans. Liability-driven investment strategies, lump sum cash-out options, buy-ins, buy-outs and a change to DC are examples of the strategy. 

    Investment policy in the largest pension plans

    Pension fund trustees are responsible for and have full discretion over the investment strategy of the plan assets. The plan assets of the Philips pension plans are invested in well diversified portfolios. The interest rate sensitivity of the fixed income portfolio is closely aligned to that of the plan’s pension liabilities for most of the plans. Any contributions from the sponsoring company are used to further increase the fixed income part of the assets. As part of the investment strategy, any improvement in the funded ratio over time is used to further decrease the interest rate mismatch between the plan assets and the pension liabilities.

    Summary of pre-tax costs for post-employment benefits and reconciliations

    The adjacent table contains the total of current and past service costs, administration costs and settlement results as included in Income from operations and the interest cost as included in Financial expenses.

    Philips Group

    Pre-tax costs for post-employment benefits

    in millions of EUR

    202020212022202120222023
    Defined benefit plans743650365047
    - included in income from operations592839283925
    - included in financial expense1381081021
    - included in Discontinued operations11  
    Defined contribution plans366375400375400376
    - included in income from operations358368400368400376
    - included in Discontinued operations877  
    Post-employment benefits costs440411449411 449423

    Summary of the reconciliations for the DBO and plan assets

    The adjacent tables contain the reconciliations for the DBO and plan assets.

    Philips Group

    Defined benefit obligations

    in millions of EUR

    2021202220222023
    Balance as of January 12,1531,9701,9701,621
    Service cost36323232
    Interest cost33363671
    Employee contributions7443
    Actuarial (gains) / losses    
    - demographic assumptions322 
    - financial assumptions(86)(366)(366)48
    - experience adjustment(6)12122
    (Negative) past service cost(5)1616(9)
    Settlements(90)-2
    Benefits paid from plan(95)(95)(95)(104)
    Benefits paid directly by employer(33)(41)(41)(39)
    Translation differences and other525252(22)
    Balance as of December 311,9701,6211,6211,605

    Philips Group

    Plan assets

    in millions of EUR

    2021202220222023
    Balance as of January 11,4031,3801,3801,122
    Interest income on plan assets25262649
    Admin expenses paid(1)(1)(1)(1)
    Return on plan assets excluding interest income44(254)(254)23
    Employee contributions7443
    Employer contributions33171714
    Settlements(86)0  
    Benefits paid from plan(96)(95)(95)(104)
    Translation differences and other504545(17)
    Balance as of December 311,3801,1221,1221,089

    The past service cost in 2023 and 2022 mainly relatesrelate to the retiree medical plans in Brazil. The settlement amounts of 2021 mainly relate to the transfer of the provident fund plan into the government provident fund in India. 

    Plan assets allocation

    The asset allocation in the company’s DB plans as of December 31, was as follows:

    Philips Group

    Plan assets allocation

    in millions of EUR

    2021202220222023
    Assets quoted in active markets    
    - Debt securities790560560513
    - Equity securities    
    - Other195203203182
        
    Assets not quoted in active markets    
    - Debt securities1  
    - Equity securities12210110131
    - Other272258258363
    Total assets1,3801,1221,1221,089

    The plan assets in 20222023 contain 36% (2022: 32% (2021: 29%) unquoted plan assets. Plan assets in 20222023 do not include property occupied by or financial instruments issued by the company.

    Assumptions

    The mortality tables used for the company’s largest DB plans are:

    Germany: Heubeck-Richttafeln 2018 Generational, assuming 93% of mortality rates for male retirees between age 60 and 85
    US: PRI-2012 Generational with MP2021 improvement scale + white collar adjustment

    The weighted averages of the assumptions used to calculate the DBO as of December 31, were as follows:

    Philips Group

    Assumptions used for defined benefit obligations in Germany, the United States and the rest of the world

    in %

    GermanyUnited StatesOther CountriesTotalGermanyUnited StatesOther CountriesTotal
    2021202220212022202120222021202220222023202220232022202320222023
    Discount rate1.1%4.1%2.6%5.2%2.1%4.9%1.8%4.7%4.1%3.7%5.2%5.0%4.9%4.9%4.7%4.3%
    Inflation rate1.8%2.0%2.2%2.3%2.0%2.6%2.0%2.2%2.0%2.0%2.3%2.3%2.6%2.5%2.2%2.2%
    Salary increase2.5%2.8%0.0%0.0%2.9%3.3%2.6%2.9%2.8%2.8%0.0%0.0%3.3%4.3%2.9%3.0%

    Sensitivity analysis

    The following table illustrates the approximate impact on the DBO from movements in key assumptions. The DBO was recalculated using a change in the assumptions of 1% which overall is considered a reasonably possible change. The impact on the DBO because of changes in discount rate is normally accompanied by offsetting movements in plan assets, especially when using matching strategies.

    The average duration in years of the DBO of the DB plans is 8 years10 (Germany: 9,11, United States: 8, and Other countries: 8)10) as of December 31, 2022 (2021: 11 years)2023 (2022: 8).

    Philips Group

    Sensitivity of key assumptions

    in millions of EUR

    2021202220222023
    Increase    
    Discount rate (1% movement)(196)(122)(122)(123)
    Pension increase (1% movement)99575760
    Salary increase (1% movement)19121212
    Longevity1)48323232
    Decrease    
    Discount rate (1% movement)241145145147
    Pension increase (1% movement)(83)(49)(49)(52)
    Salary increase (1% movement)(18)(11)(11)(11)
    1)1)The mortality table (i.e. longevity) also impacts the DBO. The above sensitivity table illustrates the impact on the DBO of a further 10% decrease in the assumed rates of mortality for the company’s major plans. A 10% decrease in assumed mortality rates equals improvement of life expectancy by 0.5 - 1 year.

    Cash flows and costs in 20232024

    Cash outflows in relation to post-employment benefits are estimated to amount to EUR 464434 million in 2023,2024, consisting of:

    • EUR 1917 million employer contributions to funded DB plans (Germany: EUR 78 million, United States:US: EUR 0 million, Other Countries: EUR 129 million);
    • EUR 4342 million cash outflows in relation to unfunded DB plans (Germany: EUR 20 million, United States:US: EUR 1110 million, Other Countries: EUR 12 million); and
    • EUR 402375 million employer contributions to DC plans (Netherlands: EUR 186174 million, United States:US: EUR 153136 million, Other Countries: EUR 6365 million).

    The service and administration cost for 20232024 is expected to amount to EUR 2930 million for DB plans. The net interest cost for 20232024 for the DB plans is expected to amount to EUR 21 million. The cost for DC pension plans in 20232024 is equal to the expected DC cash flow.

    21Accrued liabilities

    Accounting policies

    Accrued liabilities are initially measured at fair value and subsequently at amortized cost and are derecognized when the obligation under the liability is discharged, cancelled or has expired.

    Accrued liabilities are summarized as follows:

    Philips Group

    Accrued liabilities

    in millions of EUR

    2021202220222023
    Personnel-related costs:    
    - Salaries and wages566490490791
    - Accrued holiday entitlements127979796
    - Other personnel-related costs10810110193
    Fixed-asset-related costs:    
    - Gas, water, electricity, rent and other33464643
    Communication and IT costs82646461
    Distribution costs12211011099
    Sales-related costs:    
    - Commission payable78812
    - Advertising and marketing-related costs175127127133
    - Other sales-related costs20202020
    Material-related costs130132132138
    Interest-related accruals52717176
    Other accrued liabilities362361361324
    Accrued liabilities1,7841,6261,6261,887

    22Other liabilities

    Accounting policies

    Other liabilities are initially measured at fair value and subsequently at amortized cost and are derecognized when the obligation under the liability is discharged, cancelled or has expired.

    The company recognizes contract liabilities if a payment is received or a payment is due (whichever is earlier) from a customer before the company transfers the related goods or services. Contract liabilities are recognized as revenue when the company performs under the contract (i.e., transfers control of the related goods or services to the customer).

    Other non-current liabilities

    Non-current liabilities were EUR 6054 million as of December 31, 20222023 (December 31, 2021:2022: EUR 5660 million). 

    Non-current liabilities are associated mainly with indemnification and non-current accruals.

    Other current liabilities

    Other current liabilities are summarized as follows:

    Philips Group

    Other current liabilities

    in millions of EUR

    2021202220222023
    Accrued customer rebates 280213213186
    Other taxes including social security premiums190115115129
    Other liabilities11612012098
    Other current liabilities587448448414

    Contract liabilities

    Non-current contract liabilities were EUR 515469 million as of December 31, 20222023 (December 31, 2021:2022: EUR 446515 million) and current contract liabilities were EUR 1,6961,809 million as of December 31, 20222023 (December 31, 2021:2022: EUR 1,4911,696 million).

    The current contract liabilities increased by EUR 205113 million, which is mainly driven by an increase in deferred balances for customer service contracts.

    The current contract liabilities as of December 31, 20212022 resulted in revenue recognized of EUR 1,4911,696 million in 2022.2023.

    23Cash flow statement supplementary information

    Accounting policies
    Cash and cash equivalents

    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. Bank overdrafts are included in borrowings in current liabilities.

    Cash flow statements

    The cash flow statement is prepared using the indirect method. Cash flows related to interest and tax are included in operating activities. Assets and liabilities acquired as part of a business combination are included in investing activities (net of cash acquired). Dividends paid to shareholders are included in financing activities. Dividends received are included in operating activities.

    Cash flows arising from transactions in a foreign currency are translated into the company’s functional currency using the exchange rate at the date of the cash flow. Cash flows from derivative instruments that are accounted for as cash flow hedges are classified in the same category as the cash flows from the hedged items. Cash flows from other derivative instruments are classified as investing cash flows.

    Income taxes

    Income taxes in 2023 include EUR 2 million of interest related to uncertain tax positions.

    Cash paid for leases

    In 2022,2023, gross lease payments of EUR 271 million (2022: EUR 316 million (2021:million; 2021: EUR 308 million; 2020: EUR 325 million) included interest of EUR 2527 million (2021:(2022: EUR 25 million; 2020:2021: EUR 2925 million).

    Net cash used for derivatives and current financial assets

    In 2022,2023, a total of EUR 7246 million cash was paid with respect to foreign exchange derivative contracts related to activities for liquidity management (2021:(2022: EUR 72 million outflow; 2021: EUR 48 million inflow; 2020: EUR 13 million outflow)inflow).

    Purchase and proceeds from non-current financial assets

    In 2023, the net cash outflow is EUR 44 million. In 2022, the net cash outflow is EUR 38 million.

    In 2021, the net cash flow is EUR 0 million.

    In 2020, the net cash outflow of EUR 66 million was mainly the cash outflow due to investment in DC Health amounting to EUR 45 million in China.

    Reconciliation of liabilities arising from financing activities

    Certain items in the statements of cash flows do not correspond to the differences between the balance sheet amounts for the respective items, principally because of the effects of translation differences and consolidation changes.

    Philips Group

    Reconciliation of liabilities arising from financing activities

    in millions of EUR

    Balance as of
    December 31, 2021
    Cash flowCurrency effects and consolidation changesOther1)Balance as of December 31, 2022Balance as of
    December 31, 2022
    Cash flowCurrency effects and
    consolidation changes
    Other1)Balance as of December 31, 2023
    Long term debt2)6,9331,045107278,1118,111(210)(96)(238)7,567
    EUR bonds3,233827 4,0614,061497 114,569
    USD bonds1,313(20)85 1,3781,378 (53) 1,325
    Leases1,220(260)171051,0821,082(200)(42)2351,074
    Forward contracts3)934  (76)858858  (462)396
    Bank borrowings2034984 705705(502)  203
    Other long-term debt30(1)1(1)2828(5)(1)(22) 
    Short term debt2)4747(6)18989293 122
    Short-term bank borrowings4747(6)1898946(14) 122
    Other short-term loans     (17)17  
    Forward contracts3)     
    Equity(1,410)(593) 869(1,133)(1,133)(666) 1,143(656)
    Dividend payable (418) 418  (4) 4 
    Forward contracts3)(934)  76(858)(858)  465(394)
    Treasury shares(476)(174) 375(275)
    Treasury shares4)(275)(662) 675(262)
    Total 500    (848)   
    1)1)Besides non-cash, other includes interest paid on leases, which is part of cash flows from operating activities2)2)In this table, current portion of long-term debt is included in long-term debt (and excluded from short-term debt).3)3)The forward contracts are related to the share buyback program and LTI plans4)Cash flow in 2023 includes withholding tax for share buyback amounting to EUR 55 million.

    Philips Group

    Reconciliation of liabilities arising from financing activities

    in millions of EUR

    Balance as of
    December 31, 2020
    Cash flowCurrency effects and consolidation changesOther1)Balance as of
    December 31, 2021
    Balance as of
    December 31,
    2021
    Cash flowCurrency effects and consolidation changesOther1)Balance as of
    December 31,
    2022
    Long term debt2)6,857(226)2001016,9336,9331,045107278,111
    EUR bonds3,229 43,2333,233827  4,061
    USD bonds1,210103 1,3131,313(20)85 1,378
    Leases1,216(239)981451,2201,220(260)171051,082
    Forward contracts3)982  (48)934934  (76)858
    Bank borrowings205(1) 2032034984 705
    Other long-term debt1614 3030(1)1(1)28
    Short term debt2)76(25)(5) 474747(6)189
    Short-term bank borrowings76(24)(5) 474747(6)189
    Other short-term loans1(1)       
    Forward contracts3)     
    Equity(1,181)(2,096) 1,868(1,410)(1,410)(593) 869(1,133)
    Dividend payable (484) 484  (418) 418 
    Forward contracts3)(982)  48(934)(934)  76(858)
    Treasury shares(199)(1,613) 1,336(476)(476)(174) 375(275)
    Total (2,347)    500   
    1)1)Besides non-cash, other includes interest paid on finance leases, which is part of cash flows from operating activities2)2)In this table, current portion of long-term debt is included in long-term debt (and excluded from short-term debt).3)3)The forward contracts are related to the share buyback program and LTI plans

    24Contingencies

    Accounting policies
    Contingent liabilities

    A contingent liability is a liability of uncertain timing and amount. Contingencies are not recognized in the balance sheet because they are dependent on the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the company or because the risk of loss is estimated to be possible but not probable or because the amount cannot be measured reliably. Pursuant to IAS 37, Provisions, Contingent Liabilities and Contingent Assets, certain information is not disclosed for legal proceedings for which the company concludes that disclosure can be expected to seriously prejudice the outcome of the matter.

    Contingent assets

    Contingent assets are disclosed if the inflow of economic benefits is probable, but not virtually certain. If the inflow of economic benefits becomes virtually certain, the asset would be considered no longer contingent and its recognition appropriate. Contingent assets are assessed continually and require management to apply judgment, especially to estimate the likelihood of the inflow of economic benefits.

    Financial guarantees

    Philips’ policy is to provide guarantees and other letters of support only in writing. Philips does not stand by other forms of support. The company recognizes a liability at the fair value of the obligation at the inception of a financial guarantee contract. The guarantee is subsequently measured at the higher of the best estimate of the obligation or the amount initially recognized less, when appropriate, cumulative amortization.

    Accounting estimates and judgments

    Significant judgment is required to determine the likelihood of a potential outflow of resources. In addition, judgment is involved in determining whether the amount of an obligation can be measured with sufficient reliability. Contingencies involve inherent uncertainties including, but not limited to, court rulings, negotiations between affected parties, governmental actions, tax and environmental remediation.

    Contingent assets

    As of December 31, 2022, the company had no material contingent assets.

    Guarantees

    The total fair value of guarantees recognized on the balance sheet amounts to EUR nil million for both 20222023 and 2021.2022. Remaining off-balance-sheet business related guarantees on behalf of third parties and associates to EUR 2 million in 20222023 (December 31, 2021:2022: EUR 2 million).

    Environmental remediation

    The company and its subsidiaries are subject to environmental laws and regulations. Under these laws, the company and/or its subsidiaries may be required to remediate the effects of certain manufacturing activities on the environment.

    Legal proceedings 

    The company and certain of its group companies and former group companies are involved as a party in legal proceedings, regulatory and other governmental proceedings, including discussions on potential remedial actions, relating to such matters as competition issues, commercial transactions, product liability, participations, and environmental pollution.

    While it is not feasible to predict or determine the outcome of all pending or threatened legal proceedings, regulatory and governmental proceedings, the company is of the opinion that the cases described below may have, or have had in the recent past, a significant impact on the company’s consolidated financial position, results of operations and cash flows.

    Public Investigations

    TheIn May 2023, the company is engaged in discussionsreached a settlement with and has provided information to, the US Securities and Exchange Commission (SEC) and US Department of Justice (DoJ)to resolve the SEC inquiry regarding alleged tender irregularities in the medical device industry in China, for which the company had recorded a provision of approximately EUR 60 million in 2022. The settlement reached was in line with the amount provided for. In addition, the previously disclosed SEC inquiry regarding alleged similar conduct in Brazil and Bulgaria has been discontinued. The US Department of Justice (DOJ) has closed its parallel inquiry into these matters.

    In February 2023, the company received a statement of objections from the French Competition Authority (FCA) initiating a formal investigation to verify whether the company and certain jurisdictions. These interactions are primarily focused onother manufacturers of small domestic appliances breached antitrust rules in France in the period 2009-2014 through the alleged exchange of commercially sensitive information. The company filed its response to the statement of objections denying such allegations in May 2023 and is continuing to defend itself. The FCA is expected to organize a numberhearing and issue its decision in 2024. It is the company’s assessment that it is possible but not probable that this matter could lead to an outflow of compliance findings thateconomic resources. Given the uncertain outcome of the investigation and subsequent proceedings, the company is addressing in Brazil, China and Bulgaria. In connection with these discussions and their status, the company recorded a provision in the amount of EUR 60 million.

    Given the significant uncertainty regarding the nature of the relevant events and obligations, Philips is not currently able to reliably estimate the full financial effectimpact, if any, and no provision has been recognized as of a range of possible outcomes in connection with the abovementioned discussions with the SEC and DoJ beyond the recorded provision. The outcomes of these matters could have a material impact on the company’s consolidated financial position, results of operations and cash flows.December 31, 2023.

    Respironics field action

    On June 14, 2021, Philips’ subsidiary Philips RS North America LLC (Philips Respironics) issued a voluntary recall notification in the United States and field safety notice outside the United States for specific Philips Respironics CPAP, Bi-Level PAP, and mechanical ventilator devices (the “Recalled Devices”).

    Consent decree

    On August 26, 2021, the US Food and Drug Administration (FDA) commenced an inspection of the Philips Respironics manufacturing facility in Murrysville, Pennsylvania and provided Philips Respironics with its preliminary inspectional observations on November 9, 2021. Philips Respironics responded to the FDA’sFDA's inspectional observations in December 2021, which described the actions already taken by the company, as well as additional planned actions. Philips Respironics is also providing periodic updates to the FDA on its progress for the planned actions. In July 2022, Philips started discussions with the DoJDOJ, acting on behalf of the FDA on a consent decree that would, among other things, address compliance requirements for future sales, the resolution of the inspectional findings and the completion of the recall. AtOn January 29, 2024, Philips announced that it agrees on the endterms of December 2022,a consent decree with the discussions are ongoing.DOJ, representing the FDA. For further details please see Subsequent events.

    DoJDOJ investigation

    On April 8, 2022, Philips Respironics and certain of Philips’Philips' subsidiaries in the US received a subpoena from the US DoJDOJ to provide information related to events leading to the Respironics recall. The relevant subsidiaries are cooperating with the investigation. The criminal and civil investigation is being conducted by the US DoJ’sDOJ's Consumer Protection Branch and Civil Fraud Section, and the US Attorney’s Office for the Eastern District of Pennsylvania. Given the early stages of the investigation, the company is not able to reliably estimate the financial impact, if any.

    Product liability claims

    Following the voluntary recall notification, a number of civil complaints have been filed in several jurisdictions against Philips Respironics and certain of its affiliates (including the company) generally alleging economic loss, personal injury and/or the potential for personal injury allegedly caused by devices subject to the recall.Recalled Devices.

    In the United States, consumer and commercial class action lawsuits have been filed alleging economic loss and medical monitoring claims. Individual personal injury lawsuits have also been filed. On October 8, 2021, a Multi-District Litigation (MDL) in the US District Court for the Western District of Pennsylvania was formed, and most of these class action and personal injury lawsuits have been consolidated in the MDL for pre-trial proceedings. As of December 31, 2022,2023, plaintiffs have filed a consolidated economic loss class action complaint on behalf of device users, hospitals, and insurers and other third-party payers, a consolidated medical monitoring class action complaint on behalf of device users, and over 300600 individual personal injury complaints. The company anticipates that the number of individual personal injury complaints will continue to increase in 2024.

    On September 7, 2023, Philips Respironics reached agreement on a class action settlement in relation to the economic loss class action complaint, for which the company recorded a EUR 575 million provision in the first quarter of 2023. Under the agreement, which was preliminarily approved by the US District Court for the Western District of Pennsylvania on October 10, 2023, the Philips defendants will provide predefined cash awards to all eligible participants in the US depending on the type of device, extended warranties on all remediated devices provided as part of Respironics’ recall program, and an additional cash award if they return the Recalled Device to Philips Respironics. The settlement also provides for compensation for individuals who acquired replacement devices in the market after the recall and prior to the announcement of the settlement. The settlement also provides for compensation to private insurers and other third-party payers. The final cost of the settlement may vary based on, among other things, how many patients and other settlement class members participate in the settlement. The final approval hearing is scheduled for April 11, 2024.

    In September 2022, the MDL court established a voluntary, court-approved census registry, and associated tolling, for potential claimants who have not filed claims, but may file claims in the future, relating to the Recalled Devices. The census registry replacesreplaced the private tolling agreement that had been in effect before the establishment of the census registry. At the time of termination, approximately 60,000 individuals had entered into the private tolling agreement. In the event these individuals wish to pursue or preserve their claims, they will need to file a lawsuit or register on the census registry. By December 31, 2022,2023, approximately 13,50057,000 individuals had joined the census registry. The company anticipates that the number of individuals on the census registry will increase in 2023.2024. To better assess the claimed injuries and their relation, if any, to use of the Recalled Devices, Philips Respironics is working to require census registrants to supplement the information they are required to submit in the census registry established by the MDL court.

    In Australia, a consumer class action lawsuit alleging personal injury was filed against the company’s subsidiary Philips Electronics Australia Ltd on October 4, 2021. In the course of 2022, the plaintiff in the case has sought leave of the court to discontinue the class action citing that there is insufficient evidence to warrant the continuation of the class action and that since the issue of proceedings, Philips Respironics has been repairing, replacing, or (partially) refunding the devices which are the subject of the recall, meaning that any compensation relating to financial loss would be relatively confined. It is expected thatDuring the process for withdrawal of the case, will be discontinueda new lead plaintiff came forward in the firstsecond half of 2023.2023 and is now continuing the class action.

    Philips Respironics and certain of its affiliates (including the company) are also defendants in consumer class action lawsuits in Canada and Israel and collective actions in Chile, France and the Netherlands alleging economic loss and/or personal injury. In Canada, where various class actions had been filed, the court issued a decision on a carriage motion in April 2023, deciding that a class action filed in British Columbia may continue as a nationwide class action while defendants are seeking for all other class actions to be stayed.

    While the company believes it is probable that these lawsuits will in the aggregate lead to an outflow of economic resources for Philips Respironics or other Philips entities, given the significant uncertainty regarding the nature of the relevant events and potential obligations, the company is not currently able to reliably estimate the amount of the obligation associated with these various lawsuits. The final outcome of the lawsuits and the cost to resolve them cannot currently be determined due to a number of variables, including uncertainty regarding the ultimate number of claimants and their allegations. Moreover, Philips Respironics has not yet completed its test and research program, for all ofincluding the categories ofadditional testing requested by the FDA, for the Recalled Devices.

    For the United States specifically, the relative early stage of the census registry, and lack of clarity around the nature of the specific injury each claimantcensus registrant is claiming and its relation, if any, to use of the Recalled Devices contribute to the uncertainty. In addition, the MDL court has not yet decided several significant motions, including motions to dismiss all of the complaints, and plaintiffs have not yet filed their motionsmotion for class certification in the economic loss and medical monitoring actions.action. Further, while document discovery is still in its early stages, andhas progressed, expert discovery has not yet begun. Moreover, Philips Respironicsbegun, and the Court has not yet completed its test and research program for allbeen asked to decide the question of whether any of the categoriesclaimed injuries could have been caused by use of the Recalled Devices. An adverse outcome with respect to any or all of these lawsuits and/or any future claims could have a material impact on the company’s consolidated financial position, results of operations and cash flows.

    The company has product liability insurance in place that it expects to partially cover product liability-related cash outflows. Based on ongoing discussions with certain insurance carriers that took place during 2023, management of the company concluded that the likelihood of cash inflows changed to probable, but (consistent with prior periods) not virtually certain. Given the uncertainties associated with the cash outflows of the above claims and the applicable conditions of insurance coverage, no reliable estimate can be made or disclosed in relation to the expected insurance recovery.

    Securities claims

    On August 16, 2021, a securities class action complaint was filed against the company, its former CEO and its CFO in the United StatesUS District Court for the Eastern District of New York alleging violations of the Securities Exchange Act of 1934 causing damage to investors. On January 3, 2022, the lead plaintiff in the case filed its amended complaint seeking to represent individuals that purchased Philips shares between February 23, 2016, through November 12, 2021. Following the filing and briefing of the company’s motion to dismiss in the first half of 2022, plaintiff filed a second amended complaint on November 30, 2022, in whichnaming an additional defendant and expanding the alleged damage period was expanded to include certain share price declines that were allegedly based on disclosures made in 2022. The second amended complaint now focuses on share price declines that allegedly occurred as a result of various disclosures starting on April 26, 2021 through October 2022. The company’scompany's motion to dismiss the second amended complaint is duewas filed in the first quarter of 2023. As of December 31, 2023, that motion is still pending with the Court.

    OnIn the Netherlands, in addition to the September 11, 2022 the company received a letter from shareholders representative organization European Investors-VEB, ("VEB"). The VEB holds Philipsholding the company and its (former) managing and supervisory directors liable for – inter alia – allegedly failingan alleged failure to make timely disclose price-sensitive informationdisclosures in relation to shareholders regarding indicationsthe Respironics recall, the company received letters from two other parties with similar allegations. As of potential (severe) health risks from the use of Recalled Devices, failing to exercise proper oversight over Philips Respironics and implement and ensure a proper information and risk management structure; providing incorrect or incomplete informationDecember 31, 2023, no formal claims have been filed in the company’s financial disclosures.this respect. 

    It is the company’s assessment that it is possible but not probable that these cases could lead to a certain outflow of economic resources. The company is not able to reliably estimate the financial impact, if any. An adverse outcome of these cases could have a material impact on the company’s consolidated financial position, results of operations and cash flows.

    Other claims

    On October 12, 2021, SoClean, a company offering ozone-based cleaning products for sleep devices, filed a lawsuit against the company and certain of its affiliates alleging that the defendants’ statements about the potential adverse effect ozone cleaning may have on the recalled devicesRecalled Devices has significantly damaged its business. Philips believes that the claim is without merit and will vigorously defend itself. MotionsIn November 2023, the Court ruled on one of the motions to dismiss the case were filed in Novemberby defendants and December 2022.partially dismissed some of SoClean’s claims. On January 4, 2024, Philips and its affiliates filed their answer and counterclaims against SoClean and one of its affiliates.

    In addition, some of Philips Respironics’ business partners such as distributors and durable medical equipment providers have filed or threatened to file claims alleging economic losses suffered as a consequence of the voluntary recall. In particular, Philips Respironics is engaging with certain of its business partners on the level of compensation they allege to be entitled to under Philips Respironics’ replacement program of the Recalled Devices.

    It is the company’s assessment that it is possible but not probable that these cases could lead to a certain outflow of economic resources. The company is not able to reliably estimate the financial impact, if any. In the event of an adverse outcome, these matters could have a material impact on the company’s consolidated financial position, results of operations and cash flows.

    To date, other than for the economic loss class action settlement, no provisions have been recorded for the litigation and investigations associated with the Respironics field action.

    Other

    In the second half of 2023, Electro Medical Systems S.A., a manufacturer of among others medical devices for dental prophylaxis, filed a lawsuit against the company alleging that the company materially breached its duties under a cooperation agreement entered into between the parties in 2016, claiming damages in excess of EUR 300 million, alleging loss of profit and lost increase in brand value. Philips disagrees with the allegations and will vigorously defend itself.

    Miscellaneous

    For details on other contractual obligations, please refer to liquidity risk in Details of treasury and other financial risks.

    26Share-based compensation

    Accounting policies

    Philips share-based compensation is an equity-settled plan comprising restricted and performance shares. The restricted shares are subject to a three-year service condition and the performance shares include both market and non-market-based performance conditions, in addition to a three-year vesting period.service condition. These shares are awarded to the Executive Committee and Senior Management.

    The grant date fair value of market-based performance shares is determined through a Monte Carlo valuation model. The grant date fair value of non-market-based performance shares and restricted shares is determined as the share price at the grant date as participants are eligible to receive notional dividends throughout the vesting period. The costs of share-based compensation plans are revised for expected performance (non-market-based performance shares) and forfeiture and are spread evenly over the service period.

    In 2023, an additional non-recurring retention option grant was issued for certain key employees. This grant has an exercise price that was 15% higher than the share price at grant and will vest in two years and expires ten years after the grant date. The grant date fair value was calculated using the Black-Scholes-Merton option valuation model.

    Share-based compensation is recognized over the vestingservice period as personnel expense in the consolidated statement of income, with a corresponding increase to equity.

    Accounting estimates and judgments

    The use of a valuation model to determine market-based performance share fair value requires estimates for the expected volatility of the Philips share price and correlation among input variables.

    At each reporting date, Philips calculates the expected realization the of non-market-based performance targets and revises the expected share-based compensation expense. The cumulative effect is recorded in the consolidated statement of income with a corresponding adjustment in equity.

    No expense is recognized for awards that do not ultimately vest because non-market performance and/or service conditions have not been met.

    The purpose of the share-based compensation plans is to align the interests of management with those of shareholders by providing incentives to improve the company’s performance on a long-term basis, thereby increasing shareholder value.

    The company has the following plans:

    • performance shares: rights to receive common shares in the future based on performance and service conditions;
    • restricted shares: rights to receive common shares in the future based on a service condition; and
    • options on its common shares, including the 2012 and 2013 Accelerate! grant.

    Since 2013 the Board of Management and other members of the Executive Committee are only granted performance shares*). Performance shares as well as restricted shares can be granted to executives, certain selected employees and new employees. Prior to 2013, options were also granted.

    Under the terms of employee stock purchase plans established by the company in various countries, employees are eligible to purchase a limited number of Philips shares at discounted prices through payroll withholdings.

    Share-based compensation costs were EUR 97 million (2022: EUR 104 million (2021:million; 2021: EUR 115 million; 2020: EUR 119 million). This includes the employee stock purchase plan of EUR 9 million, which is not a share-based compensation that affects equity .equity. In the Consolidated statements of changes in equity EUR 9588 million is recognized in 20222023 and represent the costs of the share-based compensation plans. The amount recognized as an expense is adjusted for forfeiture. USD-denominated performance shares, restricted shares and options are granted to employees in the United States only.

    Performance shares

    The performance is measured over a three-year performance period. The performance shares granted in 2019 have twothree performance conditions, relative Total Shareholders’ Return ('TSR') compared to a peer group of 20 companies including Philips (2021:(2022: 20 companies; 2021: 20 companies, 2020: 20 companies, 2019; 20 companies) and, adjusted Earnings Per Share growth**) ('EPS'). For performance shares granted in 2020 onwards, an additional non-financial criterion was added around sustainability. The introduction of the and a sustainability criterion reflects a further alignment of the remuneration package for the Board of Management with Philips‘ mission, vision and aim to act as a responsible member of society.criterion. The criterion is based on three Sustainable Development Goals ('SDG') as defined by the United Nations that are included in Philips’ strategy on sustainability (refer to Environment, Social and Governance). The performance conditions are weighted as follows: TSR 50%, EPS 40% and SDG 10%. 

    The performance shares vest three years after the grant date. The number of performance shares that will vest is dependent on achieving the performance conditions provided that the grantee is still employed with the company. For the performance shares with a grant date in 2019 the two financial conditions, TSR and EPS, are equally weighted, while for the performance shares with a grant date in 2020, 2021, and 2022 the TSR is weighted 50%, EPS 40% and SDG 10%. 

    The amount recognized as an expense is adjusted for actual performance of adjusted EPS growth**) and the actual realization of the SDGs since these are non-market performance conditions. It is not adjusted for non-vesting or extra vesting of performance shares due to a relative TSR performance that differs from the performance anticipated at the grant date, since this is a market-based performance condition.

    The fair value of the performance shares is measured based on Monte-Carlo simulation, which takes into account dividend payments between the grant date and the vesting date by including reinvested dividends as well as the market conditions expected to impact relative Total Shareholders’ Return performance in relation to selected peers. The following weighted-average assumptions were used for the 20222023 grants:

    • Risk-free rate: 0.43%2.55%
    • Expected share price volatility: 32%36%

    The assumptions were used for these calculations only and do not necessarily represent an indication of Management’s expectation of future developments for other purposes. The company has based its volatility assumptions on historical experience measured over a ten-year period.

    A summary of the status of the company’s performance share plans as of December 31, 20222023 and changes during the year are presented in the following table:

    Philips Group

    Performance shares

    2021202220222023
    sharesweighted average grant-date fair valuesharesweighted average grant-date fair valuesharesweighted average
    grant-date fair value
    sharesweighted average
    grant-date fair value
    EUR-denominated      
    Outstanding as of January 13,545,31241.313,097,71345.283,097,71345.284,385,83733.13
    Granted1,121,00150.732,323,43520.552,323,43520.552,299,28023.65
    Notional dividends1)62,87245.22155,06733.91155,06733.91240,97727.15
    Vested/Issued(1,466,223)39.18(434,329)40.90(434,329)40.90(154,987)44.08
    Forfeited(272,873)45.90(233,556)38.67(233,556)38.67(489,295)27.05
    Adjusted quantity2)107,62437.67(522,493)40.48(522,493)40.48(889,777)44.27
    Outstanding as of December 313,097,71345.284,385,83733.134,385,83733.135,392,03527.22
          
    USD-denominated      
    Outstanding as of January 12,412,76747.102,005,00051.482,005,00051.482,749,98336.66
    Granted693,91861.321,530,58521.931,530,58521.931,667,81225.96
    Notional dividends1)41,32451.4298,88337.1598,88337.15152,75029.78
    Vested/Issued(947,772)47.48(248,848)45.23(248,848)45.23(121,760)48.33
    Forfeited(268,500)51.29(309,570)44.04(309,570)44.04(596,846)28.95
    Adjusted quantity2)73,26450.06(326,066)45.26(326,066)45.26(590,890)48.28
    Outstanding as of December 312,005,00051.482,749,98336.662,749,98336.663,261,04829.73
    1)1)Dividend declared in 20222023 on outstanding shares.2)2)Adjusted quantity includes the adjustments made to Performance shares outstanding due to updates on the actual TSR, EPS, and EPS.SDG.

    As of December 31, 2022,2023, a total of EUR 103102 million of unrecognized compensation costs relate to non-vested performance shares (as of December 31, 20212022 EUR 110103 million; as of December 31, 20202021 EUR 116110 million). These costs are expected to be recognized over a weighted-average period of 1.831.98 years.

    Restricted shares

    The fair value of restricted shares is equal to the share price at grant date. The company issues restricted shares that, in general, have a 3 year cliff-vesting period provided that the grantee is still employed with the company.

    A summary of the status of the company’s restricted shares as of December 31, 20222023 and changes during the year are presented in the following table:

    Philips Group

    Restricted shares

    2021202220222023
    shares weighted average grant-date fair valuesharesweighted average grant-date fair valueshares weighted average
    grant-date fair value
    sharesweighted average
    grant-date fair value
    EUR-denominated      
    Outstanding as of January 11,813,38536.201,618,48839.931,618,48839.932,321,25030.73
    Granted631,34744.411,349,00322.031,349,00322.031,471,97516.35
    Notional dividends1)33,43039.6981,50035.6781,50035.67135,79127.98
    Vested/Issued(671,703)33.96(540,930)35.82(540,930)35.82(595,796)35.07
    Forfeited(187,648)40.19(186,811)35.06(186,811)35.06(337,968)24.46
    Cancelled(323)35.72  
    Outstanding as of December 311,618,48839.932,321,25030.732,321,25030.732,995,25223.39
          
    USD-denominated      
    Outstanding as of January 11,649,84741.141,611,02146.261,611,02146.262,345,26333.87
    Granted721,46953.421,463,85523.601,463,85523.601,284,76117.72
    Notional dividends1)30,55144.9983,15139.3783,15139.37126,49831.12
    Vested/Issued(584,833)40.64(541,336)41.48(541,336)41.48(679,430)37.83
    Forfeited(206,013)46.09(271,427)38.51(271,427)38.51(422,899)26.79
    Outstanding as of December 311,611,02146.262,345,26333.872,345,26333.872,654,19326.04
    1)1)Dividend declared in 20222023 on outstanding shares.

    As of December 31, 2022,2023, a total of EUR 7263 million of unrecognized compensation costs relate to non-vested restricted shares (as of December 31, 20212022 EUR 6672 million; as of December 31, 20202021 EUR 6266 million). These costs are expected to be recognized over a weighted-average period of 1.841.80 years.

    Option plans

    Option plans including Accelerate! option plan

    TheIn previous years, the company granted options that expire after ten years. These options vest after three years, provided that the grantee is still employed with the company. All outstanding options have vested under this option plan and as of December 31, 2022.2022, there were 55,000 Accelerate! EUR-denominated options with weighted average exercise price of EUR 22.43, 750 EUR-denominated options with weighted average exercise price of EUR 22.43, and 1,950 USD-denominated options with weighted average exercise price of USD 30.27 exercisable. All outstanding options under this plan have expired as of December 31, 2023.

    Since all the outstanding options have expired in 2023, there were no cash received from exercises under the company's previous option plans including Accelerate! options (2022: EUR 7 million, 2021: EUR 10 million) and no actual tax deductions realized as a result of options exercises including Accelerate! options (2022: EUR 0.7 million, 2021: EUR 1 million).

    Retention option plan

    In April 2023, the Company granted non-recurring retention options that expire after ten years. These options vest after two years, provided that the grantee is still employed with the company.

    The fair value of the options under this plan is measured based on Black-Scholes-Merton option pricing model. The following table list the inputs to the model used for the options granted:

    Philips Group

    Black-Scholes-Merton option pricing model inputs

     EUR-denominated
    listed share
    USD-denominated
    listed share
    Share price at grant dateEUR 18.24USD 21.12
    Exercise priceEUR 22.16USD 24.42
    Risk-free interest rate2.37%3.5%
    Expected dividend yield4.45%4.45%
    Expected option life6 years6 years
    Expected share price volatility30.47%32.31%

    The fair value of a EUR-denominated option was EUR 2.61 and the fair value of a USD-denominated option was USD 3.89.

    The assumptions were used for these calculations only and do not necessarily represent an indication of Management’s expectation of future developments for other purposes.

    The Company has based its volatility assumptions on historical experience for a period equal to the expected life of the options. The expected life of the options is calculated as the average between vesting period (2 years) and the total contractual life (10 years).

    The following tables summarize information about the company’s options as of December 31, 20222023 and changes during the year:

    Philips Group

    Options on EUR-denominated listed share

     optionsweighted average exercise price
    Outstanding as of January 1, 2022239,07714.93
    Exercised(226,177)14.91
    Expired(12,150)14.82
    Outstanding as of December 31, 202275022.43
       
    Exercisable as of December 31, 202275022.43
     optionsweighted average
    exercise price
    Granted on April 28, 20233,831,00022.16
    Forfeited(171,000)22.16
    Outstanding as of December 31, 20233,660,00022.16

    The exercise prices range from EUR 14.82 to EUR 22.43.There were no exercisable EUR-denominated options as of December 31, 2023. The weighted average remaining contractual term for options outstanding and options exercisable as of December 31, 2022,2023, was 0.19.3 years. The aggregate intrinsic value of the options outstanding and options exercisable as of December 31, 2022, was EUR 0 million.

    The total intrinsic value of options exercised during 2022 was EUR 3 million (2021: EUR 6 million, 2020: EUR 9 million).

    Philips Group

    Options on USD-denominated listed share

     optionsweighted average exercise price
    Outstanding as of January 1, 2022150,16519.75
    Exercised(136,665)19.53
    Expired(11,550)20.62
    Outstanding as of December 31, 20221,95030.27
       
    Exercisable as of December 31, 20221,95030.27
     optionsweighted average
    exercise price
    Granted on April 28, 20232,179,50024.42
    Forfeited(250,500)24.42
    Outstanding as of December 31, 20231,929,00024.42

    The exercise prices range from 19.50 to 30.27.There were no exercisable USD-denominated options as of December 31, 2023. The weighted average remaining contractual term for options outstanding and options exercisable as of December 31, 2022,2023, was 0.19.3 years. The aggregate intrinsic value of the options outstanding and options exercisable as of December 31, 2022, was 0 million.

    The total intrinsic value of options exercised during 2022 was USD2 million (2021; USD 7 million, 2020: USD 11 million).

    As of December 31, 2022 there were no2023, a total of EUR 11 million of unrecognized compensation costs relatedrelate to outstanding options. Cash received from exercises under the company’s option plans amountedThese costs are expected to EUR 6 million in 2022 (2021: EUR 9 million, 2020: EUR 21 million), The actual tax deductions realized asbe recognized over a resultweighted-average period of USD option exercises totaled approximately 0.6 million in 2022 (2021: EUR 1 million, 2020: EUR 3 million).

    The outstanding options as of December 31, 2022 are categorized in exercise price ranges as follows:1.3 years. 

    Philips Group

    Outstanding options

    in millions of EUR unless otherwise stated

    optionsintrinsic value in millionsweighted average remaining contractual termnumber of
    options
    intrinsic valueweighted average
    remaining contractual term
    in years
    EUR-denominated  
    10-15
    15-20
    20-257500.13,660,00009.3
    Outstanding options7500.13,660,00009.3
      
    USD-denominated  
    15-20
    20-251,929,00009.3
    25-30
    30-351,9500.1
    Outstanding options1,9500.11,929,00009.3

    The aggregate intrinsic value in the tables and text above represents the total pre-tax intrinsic value (the difference between the company’s closing share price on the last trading day of 2022 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders if the options had been exercised on December 31, 2022.

    The following table summarizes information about the company’s Accelerate! options as of December 31, 2022 and changes during the year:

    Philips Group

    Accelerate! options

     optionsweighted average exercise price
    EUR-denominated  
    Outstanding as of January 1, 2022136,97518.13
    Exercised(81,975)15.24
    Outstanding as of December 31, 202255,00022.43
       
    Exercisable as of December 31, 202255,00022.43
       
    USD-denominated  
    Outstanding as of January 1, 202217,50020.02
    Exercised(17,500)20.02
    Outstanding as of December 31, 2022
       
    Exercisable as of December 31, 2022

    The exercise prices of the Accelerate! options are EUR 15.24 and EUR 22.43 for EUR-denominated options and is USD 20.02 for USD-denominated options. The weighted average remaining contractual term for EUR-denominated Accelerate! options outstanding and exercisable as of December 31, 2022 was 0.1 years. The weighted average remaining contractual term for USD-Accelerate! options outstanding and exercisable as of December 31, 2022 was 0 years. The aggregate intrinsic value of the EUR-denominated Accelerate! options outstanding and exercisable as of December 31, 2022, was EUR 0 million. The aggregate intrinsic value of the USD-denominated Accelerate! options outstanding and exercisable as of December 31, 2022 was USD 0 million.

    The total intrinsic value of Accelerate! options exercised during 2022 was EUR 1.1 million for EUR-denominated options (2021: EUR 0.7 million, 2020: EUR 1.6 million) and USD 0.3 million for USD-denominated options (2021: USD 0.7 million, 2020: USD 0.9 million).

    Cash received from exercises for EUR-denominated and USD-denominated Accelerate! options amounted to EUR 1.6 million in 2022 (2021: EUR 0.7 million, 2020: EUR 1.4 million). The actual tax deductions realized as a result of Accelerate! USD options exercises totaled approximately EUR 0.1 million in 2022 (2021: EUR 0.1 million, 2020: EUR 0.1 million).

    *)Executive Committee members can receive restricted share rights as a sign-on LTI awards upon hiring.
    **)The definition of this non-IFRS measure and a reconciliation to the IFRS measure is included in Equity

    27Information on remuneration

    Remuneration of the Executive Committee

    In 2022,2023, the total remuneration costs relating to the members of the Executive Committee (consisting of 1416 members throughout the year, including the members of the Board of Management) amounted to EUR 32.8 million (2022: EUR 25.6 million (2021:million; 2021: EUR 33.4 million; 2020: EUR 33.2 million) consisting of the elements in the following table.

    Philips Group

    Remuneration costs of the Executive Committee1)

    in EUR

    202020212022202120222023
    Base salary/Base compensation9,299,7949,598,5889,528,2799,598,5889,528,2798,729,458
    Annual incentive2)6,726,7685,250,408208,3705,250,408208,37011,405,130
    Performance shares3)13,153,97512,610,07311,242,58112,610,07311,242,5817,272,815
    Stock options 13,358
    Restricted share rights3)288,3721,380,6441,191,5291,380,6441,191,5291,907,511
    Pension allowances4)2,054,5702,107,9531,949,2042,107,9531,949,2041,346,937
    Pension scheme costs382,513306,694288,179306,694288,179260,554
    Other compensation5)1,264,9082,104,0441,216,1632,104,0441,216,1631,900,224
    Total33,170,90133,358,40525,624,30533,358,40525,624,30532,835,987
    1)1)The Executive Committee consisted of 13 members as per December 31, 2022 (2021:2023 (2022: 13 members; 2020: 152021: 13 members)2)2)The annual incentives are related to the performance in the year reported which are paid out in the subsequent year.3)3)Costs of performance shares and restricted share rights are based on accounting standards (IFRS) and do not reflect the value of performance shares at the vesting/release date4)4)Pension allowances are gross taxable allowances paid to the Executive Committee members in the Netherlands. These allowances are part of the pension arrangement5)5)The stated amounts mainly concern (share of) allowances to members of the Executive Committee that can be considered as remuneration. In a situation where such a share of an allowance can be considered as (indirect) remuneration (for example, private use of the company car), then the share is both valued and accounted for here. The method employed by the fiscal authorities is the starting point for the value stated

    As of December 31, 2022,2023, the members of the Executive Committee (including the members of the Board of Management) held 0 stock options (2021: 184,900; 2020: 193,300)(2022: 0; 2021: 184,900)

    Remuneration of the Board of Management

    In 2022,2023, the total remuneration costs relating to the members of the Board of Management amounted to EUR 9.9 million (2022: EUR 8.4 million (2021:million; 2021: EUR 10.3 million; 2020: EUR 11.4 million), see the following table.

    Philips Group

    Remuneration costs of individual members of the Board of Management

    in EUR

    base compen­sation/salaryannual incentive1)perfor­mance shares2)restricted share rights2)pension allowances3)pension scheme costsother compen­sationtotal costs
    2023 
    R. Jakobs1,200,0002,004,480968,922 267,79831,891109,2564,582,347
    A. Bhattacharya810,0001,075,939793,429 197,13331,89194,5163,002,907
    M.J. van Ginneken630,000846,922614,840 125,29831,89153,4462,302,397
    2,640,0003,927,3412,377,191 590,22895,673257,2189,887,650
    base compen­sation/salaryannual incentive1)perfor­mance shares2)restricted share rights2)pension allowances3)pension scheme costsother compen­sationtotal costs 
    2022  
    R. Jakobs4)256,438112,737-57,9736,01211,507444,667256,438 112,737 57,9736,01211,507444,667
    F.A. van Houten4)1,041,849208,3702,930,068-444,05122,12142,5334,688,9921,041,849208,3702,930,068 444,05122,12142,5334,688,992
    A. Bhattacharya806,250-763,140-237,25028,13361,3081,896,081806,250 763,140 237,25028,13361,3081,896,081
    M.J. van Ginneken626,250-585,490-141,62228,13335,3431,416,837626,250 585,490 141,62228,13335,3431,416,837
    2,730,788208,3704,391,434-880,89684,398150,6918,446,5772,730,788208,3704,391,434 880,89684,398150,6918,446,577
     
    2021  
    F.A. van Houten1,325,000850,9152,626,295-565,40327,46257,2245,452,2991,325,000850,9152,626,295 565,40327,46257,2245,452,299
    A. Bhattacharya790,000360,1031,172,533-233,85727,46268,9082,652,864790,000360,1031,172,533 233,85727,46268,9082,652,864
    M.J. van Ginneken605,000317,192886,035-150,75527,46242,6102,029,054605,000317,192886,035 150,75527,46242,6102,029,054
    2,720,0001,528,2114,684,863-950,01482,387168,74210,134,2172,720,0001,528,2114,684,863 950,01482,387168,74210,134,217
    2020 
    F.A. van Houten1,325,0001,298,5002,874,467-565,92227,00162,1766,153,067
    A. Bhattacharya785,000596,6001,295,996-233,12627,00170,2673,007,990
    M.J. van Ginneken580,000437,920952,453-158,80027,00146,9862,203,160
    2,690,0002,333,0205,122,916-957,84981,004179,42811,364,217
    1)1)The annual incentives are related to the performance in the year reported which are paid out in the subsequent year.2)2)Costs of performance shares and restricted share rights are based on accounting standards (IFRS) and do not reflect the value of performance shares at the vesting/release date3)3)The stated amounts mainly concern (share of) allowances to members of the Board of Management that can be considered as remuneration. In a situation where such a share of an allowance can be considered as (indirect) remuneration (for example, private use of the company car), then the share is both valued and accounted for here. The method employed by the fiscal authorities is the starting point for the value stated.4)4)As per October 15, 2022, Roy Jakobs was appointed as CEO of the company. The table includes actual costs incurred in respect of the remuneration received by Mr Van Houten and Mr Jakobs, respectively, as CEO.

    The accumulated annual pension entitlements and the pension costs of individual members of the Board of Management are as follows:

    Philips Group

    Accumulated annual pension entitlements and pension-related costs

    in EUR unless otherwise stated

    age at December 31, 2022accumulated annual pension as of December 31, 2022total pension related costsage at December 31, 2023accumulated annual pension as of December 31, 2023total pension related costs
    R. Jakobs4853,17563,9854956,383299,689
    A. Bhattacharya6137,446265,3836240,324229,024
    M.J. van Ginneken4950,614169,7555053,769157,189
    Pension costs 965,294  685,901

    When pension rights are granted to members of the Board of Management, necessary payments (if insured) and all necessary provisions are made in accordance with the applicable accounting principles. In 2022,2023, no (additional) pension benefits were granted to former members of the Board of Management.

    Remuneration of the Supervisory Board

    The remuneration of the members of the Supervisory Board amounted to EUR 1.5 million (2021:(2022: EUR 1.31.5 million; 2020:2021: EUR 1.3 million). Former members received no remuneration.

    The members of the Supervisory Board do not receive any share-based remuneration. Therefore, as of December 31, 20222023 the members of the Supervisory Board held no stock options, performance shares or restricted shares.

    The individual members of the Supervisory Board received, by virtue of the positions they held, the following remuneration:

    Philips Group

    Remuneration of the Supervisory Board

    in EUR

    membershipcommitteesother compensation1)total
    2023 
    F. Sijbesma155,00035,00016,345206,345
    P.A.M. Stoffels115,00035,00022,269172,269
    D.E.I. Pyott100,00035,00019,769154,769
    A.M. Harrison100,00014,00019,769133,769
    M.E. Doherty100,00027,00027,269154,269
    P. Löscher100,00032,00017,269149,269
    I. Nooyi100,00014,00017,269131,269
    S.K. Chua100,00018,00022,269140,269
    H. Verhagen100,00014,0007,269121,269
    S. Poonen100,00018,00019,769137,769
    membershipcommitteesother compensation1)total1,070,000242,000189,2661,501,266
    2022     
    F. Sijbesma155,00035,00016,345206,345155,00035,00016,345206,345
    P.A.M. Stoffels115,00035,00027,269177,269115,00035,00027,269177,269
    N. Dhawan35,6166,4115,80847,83635,6166,4115,80847,836
    D.E.I. Pyott100,00035,00017,269152,269100,00035,00017,269152,269
    A.M. Harrison100,00014,00012,269126,269100,00014,00012,269126,269
    M.E. Doherty100,00027,00024,769151,769100,00027,00024,769151,769
    P. Löscher100,00032,00024,769156,769100,00032,00024,769156,769
    I. Nooyi100,00014,00017,269131,269100,00014,00017,269131,269
    S.K. Chua100,00018,00022,269140,269100,00018,00022,269140,269
    H. Verhagen100,00014,0007,269121,269100,00014,0007,269.0121,269
    S. Poonen100,00018,00017,269135,269100,00018,00017,269135,269
    1,105,616248,411192,5741,546,6021,105,616248,411192,5741,546,602
    2021     
    J. van der Veer53,50712,0823,91669,50553,50712,0823,91669,505
    C.A. Poon39,69916,91578357,39739,69916,91578357,397
    N. Dhawan100,00018,0002,269120,269100,00018,0002,269120,269
    O. Gadiesh34,5214,83378340,13734,5214,83378340,137
    D.E.I. Pyott100,00036,3702,269138,639100,00036,3702,269138,639
    P.A.M. Stoffels109,86327,8084,769142,440109,86327,8084,769142,440
    A.M. Harrison100,00014,0002,269116,269100,00014,0002,269116,269
    M.E. Doherty100,00027,0004,769131,769100,00027,0004,769131,769
    P. Löscher100,00032,0004,769136,769100,00032,0004,769136,769
    F. Sijbesma141,30127,8088,237177,346141,30127,8088,237177,346
    I. Nooyi100,00014,0002,269116,269100,00014,0002,269116,269
    S.K. Chua65,75311,8361,49279,08165,75311,8361,49279,081
    1,044,644242,65238,5951,325,8911,044,644242,65238,5951,325,891
    2020    
    J. van der Veer155,00035,00011,345201,345
    C.A. Poon115,00049,0007,269171,269
    P. Löscher66,66721,3331,51389,513
    F. Sijbesma76,6679,3331,51387,513
    N. Dhawan100,00018,0007,269125,269
    O. Gadiesh100,00014,0002,269116,269
    D.E.I. Pyott100,00042,00012,269154,269
    P.A.M. Stoffels100,0009,3339,769119,102
    A.M. Harrison100,00014,0002,269116,269
    M.E. Doherty100,00024,0009,769133,769
    1,013,333236,00065,2541,314,587
    1)1)The amounts mentioned under other compensation relate to the fee for intercontinental travel, inter-European travel, the entitlement of EUR 2,000 under the Philips product arrangement and the annual fixed net expense allowance.

    Supervisory Board members’ and Board of Management members’ interests in Philips shares

    Members of the Supervisory Board and of the Board of Management are prohibited from writing call and put options or similar derivatives of Philips securities.

    Philips Group

    Shares held by Board members1)2)

    in number of shares

    December 31, 2021December 31, 2022December 31, 2022December 31, 2023
    R. Jakobs101,156109,422109,422126,809
    F.A. van Houten525,761578,840
    A. Bhattacharya148,365169,517169,517177,088
    M.J. van Ginneken110,528123,914123,914129,447
    P. Stoffels-17,00017,00017,759
    S. Poonen-3,0003,0003,133
    I. Nooyi-3,1003,1003,238
    D. Pyott-19,00019,00019,848
    S.K. Chua-2,0002,0002,089
    F. Sijbesma-12,50012,50025,000
    M. Harrison-1,5001,5001,567
    P. Löscher-20,73220,73221,658
    1)1)Reference date for board membership is December 31, 2022.2023.2)2)The total shares held by the members of the Board of Management is less than 1% of the company's issued share capital.

    28Fair value of financial assets and liabilities

    Accounting policies
    Fair value hierarchy

    For financial reporting purposes, financial instruments are categorized into Level 1, 2 or 3, based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are as follows:

    • Level 1 – inputs are quoted prices (unadjusted) for identical assets or liabilities in active markets that the company can access at the measurement date.
    • Level 2 – all significant inputs (other than quoted prices included within Level 1) are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices).
    • Level 3 – one or more of the significant inputs are not based on observable market data, such as third-party pricing information without adjustments, for the asset or liability.

    Transfers between levels of the fair value hierarchy are recognized at the end of the reporting period during which the change has occurred.

    Offsetting and master netting agreements

    Financial assets and liabilities are offset and the net amount is reported in the balance sheet when, and only when, the company has currently a legally enforceable right to set-off the amounts and the group intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously.

    Accounting estimates and judgments

    Determining the fair value of financial instruments requires the use of estimates according to the method applied for each type of financial asset of liability. 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.

    Specific valuation techniques used to value financial instruments include:

    Level 1

    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.

    Level 2

    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.

    Level 3

    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 fair value of debt is estimated on the basis of the quoted market prices for certain issuances, or on the basis of discounted cash flow analysis using 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.

    Level 3

    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 fair value of contingent consideration is dependent on the terms of the respective acquisition agreement that may require Philips to pay additional consideration to former shareholders if specified future events occur or conditions are met, such as the achievement of certain regulatory milestones or the achievement of certain commercial milestones. The fair value of the contingent consideration provision is generally determined using a probability-weighted and a risk-adjusted approach to estimate the achievement of future regulatory and commercial milestones, respectively. The discount rates used in the risk adjusted approach reflect the inherent risk related to achieving the commercial milestones. Both regulatory and commercial milestones are discounted for the time value of money at risk-free rates. The fair value measurement is based on management’s estimates and assumptions and hence classified as Level 3 in the fair value hierarchy.

    The following tables show the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. Fair value information for financial assets and financial liabilities not carried at fair value is not included if the carrying amount is a reasonable approximation of fair value. 

    Philips Group

    Fair value of financial assets and liabilities

    in millions of EUR 

    carrying amountestimated fair value1)Level 1Level 2Level 3carrying amountestimated fair value1)Level 1Level 2Level 3
    December 31, 2022     
    December 31, 2023 
          
    Financial assets      
    Carried at fair value:      
    Debt instruments232232  232226 226
    Equity instruments441 22 2
    Other financial assets8686 355156 3422
    Financial assets carried at FVTP&L322322135285284 34250
    Debt instruments2525 25 27 26 
    Equity instruments25925930 22923114 217
    Current financial assets99  93 3
    Receivables - current2626  2632 32
    Financial assets carried at FVTOCI31931930252642931426253
    Derivative financial instruments127127 127 48 48 
    Financial assets carried at fair value7687683218754962414108503
          
    Carried at (amortized) cost:      
    Cash and cash equivalents1,172    1,869 
    Loans and receivables:      
    Current loans receivables2    - 
    Other non-current loans and receivables54    77 
    Receivables - current4,088    3,701 
    Receivables - non-current279    193 
    Financial assets carried at (amortized) cost5,596    5,840 
    Total financial assets6,364    6,465 
          
    Financial liabilities      
    Carried at fair value:      
    Contingent consideration(113)(113)  (113)(115) (115)
    Financial liabilities carried at FVTP&L(113)(113)  (113)(115) (115)
    Derivative financial instruments(211)(211) (211) (43) (43) 
    Financial liabilities carried at fair value(324)(324) (211)(113)(158) (43)(115)
          
    Carried at (amortized) cost:      
    Accounts payable(1,968)    (1,917) 
    Interest accrual(71)    (76) 
    Debt (Corporate bonds and leases)(6,520)(6,083)(5,001)(1,082) (6,969)(6,798)(5,724)(1,074) 
    Debt (excluding corporate bonds and leases)(1,680)    (721) 
    Financial liabilities carried at (amortized) cost(10,240)    (9,682) 
    Total financial liabilities(10,564)    (9,840) 
    1)1)For Cash and cash equivalents, Loans and receivables, Accounts payable, interest accrual and Debt (excluding corporate bonds and leases), the carrying amounts approximate fair value because of the nature of these instruments (including maturity and interest conditions) and therefore fair value information is not included in the table above.

    Philips Group

    Fair value of financial assets and liabilities

    in millions of EUR 

    carrying amountestimated fair value1)Level 1Level 2Level 3carrying amountestimated fair value1)Level 1Level 2Level 3
    December 31, 2021     
    December 31, 2022 
          
    Financial assets      
    Carried at fair value:      
    Debt instruments233233  233232 232
    Equity instruments444  41 2
    Other financial assets4646 341286 3551
    Financial assets carried at FVTP&L283283434245322135285
    Debt instruments2727 2725 25 
    Equity instruments27327363 21025930 229
    Current financial assets--   9 9
    Receivables - current6868  6826 26
    Financial assets carried at FVTOCI36836863272783193025264
    Derivative financial instruments6363 63 127 127 
    Financial assets carried at fair value7147146712452376832187549
          
    Carried at (amortized) cost:      
    Cash and cash equivalents2,303    1,172 
    Loans and receivables:      
    Current loans receivables2    2 
    Other non-current loans and receivables47    54 
    Receivables - current3,720    4,088 
    Receivables - non-current224    279 
    Financial assets carried at (amortized) cost6,296    5,596 
    Total financial assets7,010    6,364 
          
    Financial liabilities      
    Carried at fair value:      
    Contingent consideration(208)(208)  (208)(113) (113)
    Financial liabilities carried at FVTP&L(208)(208)  (208)(113) (113)
    Derivative financial instruments(202)(202) (202) (211) (211) 
    Financial liabilities carried at fair value(410)(410) (202)(208)(324) (211)(113)
          
    Carried at (amortized) cost:      
    Accounts payable(1,872)    (1,968) 
    Interest accrual(52)    (71) 
    Debt (Corporate bonds and leases)(5,765)(6,396)(5,177)(1,220) (6,520)(6,083)(5,001)(1,082) 
    Debt (excluding corporate bonds and leases)(1,214)    (1,680) 
    Financial liabilities carried at (amortized) cost(8,904)    (10,240) 
    Total financial liabilities(9,314)    (10,564) 
    1)1)For Cash and cash equivalents, Loans and receivables, Accounts payable, interest accrual and Debt (excluding corporate bonds and leases), the carrying amounts approximate fair value because of the nature of these instruments (including maturity and interest conditions) and therefore fair value information is not included in the table above.

    The following table shows the reconciliation from the beginning balance to the end balance for Level 3 fair value measurements.

    Philips Group

    Reconciliation of Level 3 fair value measurements

    in millions of EUR

    Financial assetsFinancial liabilitiesFinancial assetsFinancial liabilities
    Balance as of January 1, 2022523208
    Balance as of January 1, 2023549113
    Acquisitions 96 6
    Purchase131 85 
    Sales(76) (56) 
    Utilizations (105) (20)
    Recognized in profit and loss:  
    other business income (85) 16
    financial income and expenses1)7(8)(43)1
    Recognized in other comprehensive income2)8(40)(2)
    Receivables held to collect and sell(41) 6 
    Reclassification5  1
    Balance as of December 31, 2022549113
    Balance as of December 31, 2023503115
    1)1)Refer to Financial income and expenses for details. 2)2)Includes translation differences

    Philips Group

    Reconciliation of Level 3 fair value measurements

    in millions of EUR

    Financial assetsFinancial liabilitiesFinancial assetsFinancial liabilities
    Balance as of January 1, 2021411318
    Balance as of January 1, 2022523208
    Acquisitions 16 96
    Purchase113 131 
    Sales(122) (76) 
    Utilizations (48) (105)
    Recognized in profit and loss:  
    other business income (87) (85)
    financial income and expenses9817(8)
    Recognized in other comprehensive income1)129 8
    Receivables held to collect and sell(25) (41) 
    Reclassification from associates36 5 
    Balance as of December 31, 2021523208
    Balance as of December 31, 2022549113
    1)1)Includes translation differences
    Offsetting and master netting agreements

    Transactions in derivatives are subject to master netting and set-off agreements. In the case of certain termination events, under the terms of the master agreement, Philips can terminate the outstanding transactions and aggregate their positive and negative values to arrive at a single net termination sum (or close-out amount). This contractual right is subject to the following:

    • The right may be limited by local law if the counterparty is subject to bankruptcy proceedings.
    • The right applies on a bilateral basis.

    Philips Group

    Financial assets subject to offsetting, enforceable master netting arrangements or similar agreements

    in millions of EUR

    2021202220222023
    Derivatives    
    Gross amounts of recognized financial assets6312712748
    Gross amounts of recognized financial liabilities offset in the balance sheet    
    Net amounts of financial assets presented in the balance sheet6312712748
        
    Related amounts not offset in the balance sheet    
    Financial instruments(47)(54)(54)(34)
    Net amount17737313

    Philips Group

    Financial liabilities subject to offsetting, enforceable master netting arrangements or similar agreements

    in millions of EUR

    2021202220222023
    Derivatives    
    Gross amounts of recognized financial liabilities(202)(211)(211)(43)
    Gross amounts of recognized financial assets offset in the balance sheet    
    Net amounts of financial liabilities presented in the balance sheet(202)(211)(211)(43)
        
    Related amounts not offset in the balance sheet    
    Financial instruments47545434
    Net amount(155)(157)(157)(9)

    29Details of treasury and other financial risks

    Accounting policies
    Derivative financial instruments, including hedge accounting

    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 that is derived from the market prices of the instruments, calculated on the basis of the present value of the estimated future cash flows based on observable interest yield curves, basis spread, credit spreads and foreign exchange rates, or derived from option pricing models, as appropriate. Gains or losses arising from changes in fair value of derivatives are recognized in the Consolidated statements 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 are recognized in the Consolidated statements 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 Consolidated statements of income are 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 Consolidated statements 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 Consolidated balance sheets 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 Consolidated statements of income.

    Foreign currency differences arising upon retranslation of financial instruments designated as a hedge of a net investment in a foreign operation are recognized directly in the currency translation differences reserve through OCI, to the extent that the hedge is effective. To the extent that the hedge is ineffective, such differences are recognized in the Consolidated statements of income.

    Accounting estimates and judgments

    Financial assets are subject to impairment assessment, which involves estimating expected credit losses. Refer to Other financial assets for accounting policies on impairment of financial assets.

    Philips is exposed to several types of financial risks which are further analyzed below. Philips does not purchase or hold derivative financial instruments for speculative purposes. Information regarding financial instruments is included in Fair value of financial assets and liabilities.

    Liquidity risk

    Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities.

    Liquidity risk for the group is monitored through the Treasury liquidity committee, which tracks the development of the actual cash flow position for the group and uses input from a number of sources in order to forecast the overall liquidity position on both a short and longer term basis. Philips invests surplus cash in short-term deposits with appropriate maturities to ensure sufficient liquidity is available to meet liabilities when due and in money market funds.

    The rating of the company’s debt by major rating agencies may improve or deteriorate. As a result, Philips’ future borrowing capacity may be influenced and its financing costs may fluctuate. Philips has various sources to mitigate the liquidity risk for the group. As of December 31, 2022,2023, Philips had EUR 1,1721,869 million in cash and cash equivalents (2021:(2022: EUR 2,3031,172 million), within which short-term deposits of EUR 4821,399 million (2021:(2022: EUR 1,357482 million). Cash and cash equivalents include all cash balances, 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. Philips pools cash from subsidiaries to the extent legally and economically feasible; cash not pooled remains available for the company’s operational or investment needs.

    Philips faces cross-border foreign exchange controls and/or other legal restrictions in a few countries that could limit its ability to make these balances available on short notice for general use by the group.

    Philips has a USD 2.5 billion Commercial Paper Program and a EUR 1 billion committed standby revolving credit facility that can be used for general group purposes, such as a backstop for its Commercial Paper Program. As of December 31, 2022,2023, Philips did not have any loans outstanding under either facility. These facilities do not have a material adverse change clause, have no financial covenants and no credit-rating-related acceleration possibilities. Philips issued commercial paper of EUR 200 million in September 2022 and EUR 101 million in October 2022, that was repaid throughout the fourth quarter of 2022. In addition, Philips secured a EUR 1 billion credit facility in the fourth quarter of 2022 that can be used for general corporate purposes. As of December 31, 2022, Philips had EUR 500 million outstanding under the credit facility. The facility does not have a material adverse change clause, has no financial covenants and no credit-rating-related acceleration possibilities. As per March 9, 2020, Philips established a Euro Medium-Term Note (EMTN) program, a framework that facilitates the issuance of notes for a total amount up to EUR 10 billion. In 2022,As of December 31, 2023, Philips has EUR 3.3 billion outstanding under this program of which EUR 500 million fixed rates notes were issued three new tranches under the program for a total of EUR 2 billion, while also redeeming its outstandingin August 2023 and 2024 Notes and issuing a tender offer on the outstanding 2025 and 2026 Notes.with maturity date in 2031. For a description of Philips’ credit facilities, refer to Debt

    In addition to cash and cash equivalents, as of December 31, 2022,2023, Philips also held EUR 3214 million of listed (level 1) equity investments at fair value (classified as other non-current financial assets).

    The following table presents a summary of the Group’s fixed contractual cash obligations and commitments as of December 31, 2022.2023. These amounts are an estimate of future payments which could change as a result of various factors such as a change in interest rates, foreign exchange, contractual provisions, as well as changes in business strategy and needs. Therefore, the actual payments made in future periods may vary from those presented in the following table:

    Philips Group

    Contractual cash obligations1)2)

    in millions of EUR

     payments due by period payments due by period
    totalless than 1 year1-3 years3-5 yearsafter 5 yearstotalless than 1 year1-3 years3-5 yearsafter 5 years
    Long-term debt8,1688421,7601,8093,7577,6155331,9341,4313,717
    Short-term debt89122 
    Interest on debt1,6831593042649561,704180328285911
    Derivative liabilities210208239381 
    Purchase obligations3)7823364122112668355286 27
    Trade and other payables1,968 1,917 
    Contractual cash obligations12,9013,6032,4782,0944,72512,0653,1452,5491,7164,655
    1)1)Amounts in this table are undiscounted2)2)This table excludes post-employment benefit plan contribution commitments and income tax liabilities in respect of tax risks because it is not possible to make a reasonably reliable estimate of the actual period of cash settlement.3)3)Purchase obligations are agreements to purchase goods or services that are enforceable and legally binding for the Group. They specify all significant terms, including fixed or minimum quantities to be purchased, fixed, minimum or variable price provisions and the approximate timing of the transaction. They do not include open purchase orders or other commitments which do not specify all significant terms.

    Philips has contracts with investment funds where it committed itself to make, under certain conditions, capital contributions to these funds of an aggregated remaining amount of EUR 127153 million (2021:(2022: EUR 116127 million). As of December 31, 20222023 capital contributions already made to these investment funds are recorded as non-current financial assets.

    Philips offers voluntary supply chain finance programs with third parties which provide participating suppliers the opportunity to factor their trade receivables at the sole discretion of both the suppliers and the third parties. Philips continues to recognize these liabilities as trade payables and settles them accordingly on the invoice maturity date based on the terms and conditions theseof those arrangements. As of December 31, 20222023 approximately EUR 114 million (2022: EUR 151 million (2021: EUR 139 million)of the Philips account payable were transferred under these arrangements.

    With respect to the Respironics field action, please refer to Contingencies. The management continues to monitor the risks associated with such potential claims and its impact on liquidity position, if any.

    Leasing activities

    The company leases various items of real estate, vehicles and other equipment where it acts as a lessee. The company has multiple extension and termination options in a number of lease contracts. These are used to maximize operational flexibility in terms of managing the assets used in the company's operations. The options considered reasonably certain are part of lease liabilities. However, the options not considered reasonably certain are not part of lease liability, which exposes the company to potential future cash outflows amounting to EUR 400 million. In addition, the company is committed to leases not yet commenced to EUR 93128 million. The company's lease contracts do not contain financial covenants.

    The company enters into sale-and-leaseback transactions primarily for its Sleep & Respiratory Care businesses. These transactions are accounted for at market value. The payments for these leases are considered in determining lease liabilities. Principal repayments are part of cash flows used for financing activities and interest payments are part of cash flows used for operating activities. The cash inflows arising from the sales transactions are part of cash flows provided by financing activities. Lease payments under sale-and-leaseback arrangements for 20222023 were EUR 7255 million (2021:(2022: EUR 8572 million). The remaining minimum payment under sale-and-leaseback arrangements included in lease obligations above are as follows:

    Philips Group

    Remaining minimum payments under sale-and-leaseback arrangements

    in millions of EUR

      
    202355
    20243843
    20252330
    20261421
    2027512
    20285
    Thereafter1826

    Philips has leasing activities where it acts as lessor. In such arrangements, Philips provides the customer with a right to use of medical equipment in exchange for a series of payments. Residual values of assets under lease form an insignificant part of the carrying amount of those assets. Residual values are influenced by asset market prices and are therefore subject to management estimation. Residual values are at least reassessed on an annual basis, or more often when necessary. Reassessments are based on a combination of realization of assets sold, expert knowledge and judgment of local markets. For lease receivables, the value of unguaranteed residual values as of December 31, 20222023 was EUR 0.60.0 million (2021:(2022: EUR 0.20.6 million). In order to reduce residual value risk exposures there may be residual value guarantees or purchase options embedded in the customer contract. Credit risk for lease receivables is reviewed regularly and mitigated, for example, by retaining a security interest in the leased asset.

    Currency risk

    Currency risk is the risk that reported financial performance or the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. Philips operates in many countries and currencies and therefore currency fluctuations may impact Philips’ financial results. Philips is exposed to currency risk in the following areas:

    • Transaction exposures, related to anticipated sales and purchases and on-balance-sheet receivables/payables resulting from such transactions
    • Translation exposure of foreign-currency intercompany and external debt and deposits
    • Translation exposure of net income in foreign entities
    • Translation exposure of foreign-currency-denominated equity invested in consolidated companies
    • Translation exposure to equity interests in non-functional-currency investments in associates and other non-current financial assets.

    It is Philips’ policy to reduce the potential year-on-year volatility caused by foreign-currency movements on its net earnings by hedging the anticipated net exposure of foreign currencies resulting from foreign-currency sales and purchases. In general, net anticipated exposures for the Group are hedged during a period of 15 months in layers of 20% up to a maximum hedge of 80%. Philips’ policy requires significant committed foreign currency exposures to be fully hedged, generally using forwards. However, not every foreign currency can or shall be hedged as there may be regulatory barriers or prohibitive hedging cost preventing Philips from effectively and/or efficiently hedging its currency exposures. As a result, hedging activities cannot and will not eliminate all currency risks for anticipated and committed transaction exposures.

    The following table outlines the estimated nominal value in millions of EUR for committed and anticipated transaction exposure and related hedges for Philips’ most significant currency exposures consolidated as of December 31, 2022:2023:

    Philips Group

    Estimated transaction exposure and related hedges

    in millions of EUR

    Sales/ReceivablesPurchases/PayableSales/ReceivablesPurchases/Payable
    exposurehedgesexposurehedgesexposurehedgesexposurehedges
    Balance as of December 31, 2022 
    Balance as of December 31, 2023 
    Exposure currency  
    USD1,754(1,530)(979)9361,793(1,449)(888)805
    JPY479(289)(9)9547(319)(14)14
    GBP303(188)(7)7312(196)(12)12
    CNY346(259)(80)79439(304)(98)95
    CAD203(138) 249(161)(1)1
    PLN65(62) 91(103) 
    AUD139(92)(1)1226(137) 
    CHF132(56)(3)2103(63)(1)1
    CZK48(50) 63(70) 
    SEK55(17)(1)133(18)(3)3
    RUB192(192)(129)129
    EUR233(232)(114)113
    Others64(46)(259)162198(134)(216)130
    Total 20234,287(3,185)(1,346)1,173
    Total 20223,779(2,920)(1,468)1,3263,779(2,920)(1,468)1,326
    Total 20215,131(3,363)(1,559)1,322

    Philips uses foreign exchange spot and forward contracts, as well as zero cost collars in hedging the exposure. The derivatives related to transactions are, for hedge accounting purposes, split into hedges of on-balance-sheet accounts receivable/ payable and forecasted sales and purchases. Changes in the value of on-balance-sheet foreign-currency accounts receivable/payable, as well as the changes in the fair value of the hedges related to these exposures, are reported in the income statement under costs of sales. The RUB as shown in the table above was hedged for part of the year till Q2 2022. Hedges related to forecasted transactions, where hedge accounting is applied, are accounted for as cash flow hedges. The results from such hedges are deferred in other comprehensive income within equity to the extent that the hedge is effective. As of December 31, 2022,2023, a lossgain of EUR 26 million was deferred in equity as a result of these hedges (2021:(2022: EUR 252 million loss). The result deferred in equity will be released to earnings mostly during 20232024 at the time when the related hedged transactions affect the income statement. During 2022,2023, nil (2022: EUR 1 million  (2021: EUR nil million net gain) was recorded in the consolidated statement of income as a result of ineffectiveness on certain anticipated cash flow hedges. Ineffectiveness arises when anticipated exposures are no longer expected to be highly probable. During 2022,2023, a lossgain of EUR 4219 million included in the cash flow hedges reserve in equity pertaining to changes in fair value of foreign exchange forward contracts attributable to forward points and changes in the time value of option contracts was released to income statement.

    The total net fair value of hedges related to transaction exposure as of December 31, 2022,2023, was an unrealized gain of EUR 610 million. The estimated impact of a 10% increase of value of the EUR is estimated to be EUR 114116 million. The following table contains an overview of the instantaneous 10% increase in the value of EUR against major currencies.

    Philips Group

    Estimated impact of 10% increase of value of the EUR on the fair value of hedges

    in millions of EUR

    2021202220222023
    USD78686864
    JPY13151515
    GBP14161616
    CHF5445
    PLN3221
    RUB100 -

    The EUR 114116 million increase includes a gain of EUR 4140 million that would impact the income statement, which would largely offset the opposite revaluation effect on the underlying accounts receivable and payable, and the remaining gain of EUR 7377 million would be recognized in equity to the extent that the cash flow hedges were effective.

    Foreign exchange exposure also arises as a result of inter-company loans and deposits. Where the company enters into such arrangements, the financing is generally provided in the functional currency of the subsidiary entity. The currency of the company’s external funding and liquid assets is matched with the required financing of subsidiaries, either directly through external foreign currency loans and deposits, or synthetically by using foreign exchange derivatives, including cross currency interest rate swaps and foreign exchange forward contracts. In certain cases where group companies may also have external foreign currency debt or liquid assets, these exposures are also hedged through the use of foreign exchange derivatives. Changes in the fair value of hedges related to this exposure are recognized within financial income and expenses in the statements of income. When such loans would be considered part of the net investment in the subsidiary, net investment hedging would be applied.

    Translation exposure of foreign-currency equity invested in consolidated entities is generally not hedged. If a hedge is entered into, it is accounted for as a net investment hedge. Net current-period change, before tax, of the currency translation reserve of negative EUR 748579 million mainly relates to the development of the USD versus the EUR. As of December 31, 2022,2023, a weakening of USD by 10% versus the EUR would result in a decrease in the currency translation reserve in equity of approximately EUR 1,1321,146 million, while a strengthening of USD by 10% versus the EUR would result in an increase in the currency translation reserve in equity of approximately EUR 1,3841,400 million. Refer to the country risk paragraph for countries with significant foreign currency denominated equity invested.

    As of December 31, 2023, external bond funding for a nominal value of USD 1,474 million (liability at book value: EUR 1,325 million) was designated as a net investment hedge of financing investments in foreign operations for an equal amount. During 2023 a total loss of EUR 2 million was recognized in the income statement as ineffectiveness on net investment hedges, arising from counterparty and own credit risk.

    An instantaneous 10% increase in the value of the EUR against all currencies would lead to an decrease of EUR 52 million in the value of the derivatives, including a EUR 11 million increase related to the USD.

    As of December 31, 2022, cross-currency interest rate swaps for a nominal value of USD 500 million (liability at fair value: EUR 147 million) and external bond funding for a nominal value of USD 1,490 million (liability at book value: EUR 1,378 million) were designated as a net investment hedgeshedge of financing investments in foreign operations for an equal amount. During 2022 a total lossgain of EUR 1.1 million was recognized in the income statement as ineffectiveness on net investment hedges, arising from counterparty and own credit risk.

    The total net fair value of financing derivatives as of December 31, 2022, was a liability of EUR 147 million. An instantaneous 10% increase in the value of the EUR against all currencies would lead to an increase of EUR 192 million in the value of the derivatives, including a EUR 191 million increase related to the USD.

    As of December 31, 2021, cross-currency interest rate swaps for a nominal value of USD 500 million (liability at fair value: EUR 116 million) and external bond funding for a nominal value of USD 1,473 million (liability at book value: EUR 1,313 million) were designated as net investment hedges of financing investments in foreign operations for an equal amount. During 2021 a total gain of EUR 1.1 million was recognized in the income statement as ineffectiveness on net investment hedges, arising from counterparty and own credit risk.

    The total net fair value of financing derivatives as of December 31, 2021, was a liability of EUR 116 million. An instantaneous 10% increase in the value of the EUR against all currencies would lead to an increase of EUR 40 million in the value of the derivatives, including a EUR 40 million increase related to the USD.

    Philips does not currently hedge the foreign exchange exposure arising from equity interests in non-functional-currency investments in associates and other non-current financial assets.

    Interest rate risk

    Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. As of December 31, 2022,2023, Philips had outstanding debt of EUR 8,2017,689 million (2021:(2022: EUR 6,9808,201 million), which constitutes an inherent interest rate risk with potential negative impact on financial results. At year-end,As of December 31, 2023, Philips held EUR 1,1721,869 million in cash and cash equivalents (2021:(2022: EUR 2,3031,172 million), and had total long-term debt of EUR 7,2707,035 million (2021:(2022: EUR 6,4737,270 million) and total short-term debt of EUR 931654 million (2021:(2022: EUR 506931 million). As of December 31, 2022,2023, Philips had a ratio of fixed-rate long-term debt to total outstanding debt of approximately 80%89% compared to 90%80% one year earlier. Philips debt has a long maturity profile with an average tenor of long-term debt of 6.16.0 years with maturities up to 2042.

    The following table provides the impact of a 1% increase/decrease of interest rates on the fair value of the debt and the annualized net interest expenses.

    Philips Group

    Net debt1) and interest rate sensitivity

    in millions of EUR

    2021202220222023
    Impact 1% interest increase on the fair value of the fixed-rate long-term debt2)3)(297)(274)(274)(283)
    Impact 1% interest decrease on the fair value of the fixed-rate long-term debt2)3)298274274284
    Impact 1% interest increase on the annualized net interest expense4)204415
    1)1)The definition of this non-IFRS measure and a reconciliation to the IFRS measure is included in Equity2)2)The sensitivity analysis conducted shows that if long-term interest rates were to increase/decrease instantaneously by 1% from their level of December 31, 2022,2023, with all other variables (including foreign exchange rates) held constant.3)3)Fixed-rate long-term debt is excluding forward contracts.4)4)The impact is based on the outstanding net cashfloating-rate position (after excluding fixed-rate debt) as of December 31, 2022.2023.

    Global regulators and central banks have been driving international efforts to reform key benchmark interest rates (Interbank Offered Rate or IBOR rates). The market has transitioned to alternative risk-free reference rates (RFRs) that are transaction-based. LIBOR has been discontinued for most currencies and maturities after December 31, 2021, except for the US-dollar for which certain maturities are expected to be phased out in 2023. The company has no interest rate hedging relationships which get affected by the reform and does not expect any significant impact on existing contracts due to change in the interest rates. The company implemented new alternative risk-free rates from January 1, 2022 and the impact upon transition was EUR 1 million financial expense. 

    Equity price risk

    Equity price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in equity prices.

    Philips is a shareholder in some publicly listed companies and as a result is exposed to potential financial loss through movements in their share prices. The aggregate equity price exposure in such financial assets amounted to approximately EUR 3214 million as of December 31, 2022 (2021:2023 (2022: EUR 6732 million). Philips does not hold derivatives in the above-mentioned listed companies. Philips also has shareholdings in several privately-owned companies amounting to EUR 229219 million, mainly consisting of minority stakes in companies in various industries. As a result, Philips is exposed to potential value adjustments.

    Commodity price risk

    Commodity price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in commodity prices.

    Philips is a purchaser of certain base metals, precious metals and energy. Philips may hedge certain commodity price risks using derivative instruments to minimize significant, unanticipated earnings fluctuations caused by commodity price volatility. As of December 31, 20222023 and 2021,2022, respectively, Philips did not have any significant outstanding financial commodity derivatives.

    Credit risk

    Credit risk represents the loss that would be recognized at the reporting date, if counterparties failed completely to perform their payment obligations as contracted. Credit risk is present within Philips trade receivables and contract assets. To have better insights into the credit exposures, Philips performs ongoing evaluations of the financial and non-financial condition of its customers and adjusts credit limits when appropriate. In instances where the creditworthiness of a customer is determined not to be sufficient to grant the credit limit required, there are a number of mitigation tools that can be utilized to close the gap, including reducing payment terms, cash on delivery, pre-payments and pledges on assets.

    Philips invests available cash and cash equivalents with various financial institutions and is exposed to credit risk with these counterparties. Philips is also exposed to credit risks in the event of non-performance by financial institutions with respect to financial derivative instruments. Philips actively manages concentration risk and on a daily basis measures the potential loss under certain stress scenarios, should a financial institution default. These worst-case scenario losses are monitored and limited by the company.

    The company does not enter into any financial derivative instruments to protect against default by financial institutions. However, where possible the company requires all financial institutions with which it deals in derivative transactions to complete legally enforceable netting agreements under an International Swap Dealers Association master agreement or otherwise prior to trading, and whenever possible, to have a strong credit rating. Philips also regularly monitors the development of the credit risk of its financial counterparties. Wherever possible, cash is invested and financial transactions are concluded with financial institutions with strong credit ratings or with governments or government-backed institutions.

    The following table shows the number of financial institutions with credit rating A- and above with which Philips has cash at hand and short-term deposits above EUR 10 million as of December 31, 2022.2023.

    Philips Group

    Credit risk with number of counterparties

    for deposits above EUR 10 million

    10-100 million100-500 million500 million and above10-100 million100-500 million500 million and above
    AAA rated bank counterparties 4 
    AA- rated bank counterparties101 
    A+ rated bank counterparties31023 
    A rated bank counterparties01021 
    A- rated bank counterparties101 
    53068 

    For an overview of the overall maximum credit exposure related to debt instruments, derivatives and loans and receivables, refer to Fair value of financial assets and liabilities.

    Country risk

    Country risk is the risk that political, legal, or economic developments in a single country could adversely impact performance. The country risk per country is defined as the sum of the equity of all subsidiaries and associated companies in country cross-border transactions, such as intercompany loans, accounts receivable from third parties and intercompany accounts receivable. The country risk is monitored on a regular basis.

    As of December 31, 2022,2023, the company had country risk exposure of EUR 14.013.3 billion in the United States, EUR 1.4 billion in the Netherlands, EUR 1.3 billion in China (including Hong Kong). Other countries higher than EUR 500 million are Germany EUR 808786 million, United Kingdom EUR 766731 million, and Japan EUR 639614 million. Other country which havecountries with significant exposure isare Singapore EUR 206202 million and Israel EUR 214 million. The degree of risk of a country is taken into account when new investments are considered. The company does not, however, use financial derivative instruments to hedge country risk.

    The impact of hyperinflation is also routinely assessed and was not material for the periods presented.

    Other insurable risks

    Philips is insured for a broad range of losses by global insurance policies in the areas of property damage/business interruption, general and product liability, transport, directors’ and officers’ liability, employment practice liability, crime and cybersecurity. The counterparty risk related to the insurance companies participating in the above-mentioned global insurance policies is actively managed. As a rule, Philips only selects insurance companies with a financial strength of at least A-. Throughout the year the counterparty risk is monitored on a regular basis.

    To lower exposures and to avoid potential losses, Philips has a global Risk Engineering program in place. The main focus of this program is on property damage and business interruption risks including company interdependencies. Regular on-site assessments take place at Philips locations and business-critical suppliers by risk engineers of the insurer in order to provide an accurate assessment of the potential loss and its impact. The results of these assessments are shared across the company’s stakeholders. On-site assessments are carried out against the predefined Risk Engineering standards, which are agreed between Philips and the insurers. Recommendations are made in a Risk Improvement report and are monitored centrally. This is the basis for decision-making by the local management of the business as to which recommendations will be implemented.

    For all policies, deductibles are in place, which vary from EUR 0.30 million to EUR 10 million per occurrence and this variance is designed to differentiate between the existing risk categories within Philips. Above a first layer of working deductibles, Philips operates its own re-insurance captive, which during 20222023 retained EUR 25 million per claim and EUR 50 million in the annual aggregate for general, product, professional liability, and marine cargo claims.claims and EUR 15 million aggregate for cyber.

    New contracts were signed effective December 31, 2022,2023, for the coming year, whereby the re-insurance captive retentions remained the same.

    30Subsequent events

    Philips Respironics consent decree

    On January 30, 2023,29, 2024, Philips announced plansthat it has agreed on the terms of a consent decree with the US Department of Justice (DOJ), representing the US Food and Drug Administration (FDA). The proposed consent decree primarily focuses on Philips Respironics’ business operations in the US. The proposed consent decree is being finalized and will be submitted to create valuethe relevant US court for approval. The decree will provide Philips Respironics with sustainable impact,a roadmap of defined actions, milestones, and deliverables to demonstrate compliance with regulatory requirements and to restore the business.

    • In the US, Philips Respironics will continue to service sleep and respiratory care devices already with healthcare providers and patients, and supply accessories (including patient interfaces), consumables (including patient circuits), and replacement parts (including repair kits). Until the relevant requirements of the proposed consent decree are met, Philips Respironics will not sell new CPAP or BiPAP sleep therapy devices or other respiratory care devices in the US.
    • Outside the US, Philips Respironics will continue to provide new sleep and respiratory care devices, accessories (including patient interfaces), consumables (including patient circuits), replacement parts (including repair kits) and services, subject to certain requirements.

    As a consequence of addressing this proposed consent decree, which is based on focused organic growtha multi-year plan, Philips recorded charges of EUR 363 million in December 2023 that relate to deliver patient-remediation activities, inventory write-downs and people-driven innovation at scale with improved execution as key value driver, prioritizing patient safety and quality, supply chain reliability and a simplified operating model. In additiononerous contract provisions. Refer to the reduction of its workforce by 4,000 roles announced in October 2022, Philips plans to reduce its workforce by an additional 6,000 roles globally by 2025, of which 3,000 will be implemented in 2023 in line with the relevant local regulations and processes. These reductions are focused on Corporate and Functions optimization and non-core activities, for which charges in 2023 are expected to be approximately EUR 470 million.Provisions.

    14Further information

    14.1Reconciliation of non-IFRS information

    In this Annual Report Philips presents certain financial measures when discussing Philips’ performance that are not measures of financial performance or liquidity under IFRS (‘non-IFRS’). These non-IFRS measures (also known as non-GAAP or alternative performance measures) are presented because management considers them important supplemental measures of Philips���Philips’ performance and believes that they are widely used in the industry in which Philips operates as a means of evaluating a company’s operating performance and liquidity. Philips believes that an understanding of its sales performance, profitability, financial strength and funding requirements is enhanced by reporting the following non-IFRS measures:

    • Comparable sales growth;
    • EBITA;
    • Adjusted EBITA;
    • Adjusted EBITDA;
    • Adjusted income from continuing operations attributable to shareholders;
    • Adjusted income from continuing operations attributable to shareholders per common share (in EUR) - diluted (Adjusted EPS);
    • Adjusted EBITDA;
    • Free cash flow;
    • Net debt : group equity ratio; and
    • Organic Return on Invested Capital (ROIC)

    Non-IFRS measures do not have standardized meanings under IFRS and not all companies calculate non-IFRS measures in the same manner or on a consistent basis. As a result, these measures may not be comparable to measures used by other companies that have the same or similar names. Accordingly, undue reliance should not be placed on the non-IFRS measures contained in this Annual Report and they should not be considered as substitutes for sales, net income, net cash provided by operating activities or other financial measures computed in accordance with IFRS.

    This chapter contains the definitions of the non-IFRS measures used in this Annual Report as well as reconciliations from the most directly comparable IFRS measures. The non-IFRS measures discussed in this Annual Report are cross referenced to this chapter. These non-IFRS measures should not be viewed in isolation or as alternatives to equivalent IFRS measures and should be used in conjunction with the most directly comparable IFRS measures.

    The non-IFRS financial measures presented are not measures of financial performance or liquidity under IFRS, but measures used by management to monitor the underlying performance of Philips’ business and operations and, accordingly, they have not been audited or reviewed by Philips’ external auditors.

    Additionally, Philips provides forward-looking targets for comparable sales growth, adjusted EBITA margin improvement, free cash flow and organic ROIC, which are non-IFRS financial measures. Philips has not provided a quantitative reconciliation of these targets to the most directly comparable IFRS measures because certain information needed to reconcile these non-IFRS financial measures to the most comparable IFRS financial measures are dependent on specific items or impacts which are not yet determined, are subject to uncertainty and variability in timing and amount due to their nature, are outside of Philips’ control, or cannot be predicted, including items and impacts such as currency exchange rates, acquisitions and disposals, legal and tax gains and losses and pension settlements, charges and costs such as impairments, restructuring and acquisition-related charges, amortization of intangible assets and net capital expenditures. Accordingly, reconciliations of these non-IFRS forward looking financial measures to the most directly comparable IFRS financial measures are not available without unreasonable effort. Such unavailable reconciling items could significantly impact the results of operations and financial condition.

    Comparable sales growth

    Comparable sales growth represents the period-on-period growth in sales excluding the effects of currency movements and changes in consolidation. As indicated in General information to the Consolidated financial statements, foreign currency sales and costs are translated into Philips’ presentation currency, the euro, at the exchange rates prevailing at the respective transaction dates. As a result of significant foreign currency sales and currency movements during the periods presented, the effects of translating foreign currency sales amounts into euros could have a material impact on the comparability of sales between periods. Therefore, these impacts are excluded when presenting comparable sales in euros by translating the foreign currency sales of the previous period and the current period into euros at the same average exchange rates. In addition, the years presented were affected by a number of acquisitions and divestments, as a result of which various activities were consolidated or deconsolidated. The effect of consolidation changes has also been excluded in arriving at the comparable sales. For the purpose of calculating comparable sales, when a previously consolidated entity is sold or control is lost, relevant sales forof that entity offor the corresponding prior year period are excluded. Similarly, when an entity is acquired and consolidated, relevant sales forof that entity offor the current year period are excluded.

    Comparable sales growth is presented for the Philips Group, operating segments and geographic area. Philips’ believes that the presentation of comparable sales growth is meaningful for investors to evaluate the performance of Philips’ business activities over time. Comparable sales growth may be subject to limitations as an analytical tool for investors, because comparable sales growth figures are not adjusted for other effects, such as increases or decreases in prices or quantity/volume. In addition, interaction effects between currency movements and changes in consolidation are not taken into account.

    Philips Group

    Sales growth composition by segment

    in %

    nominal growthconsolidation changescurrency effectscomparable growthnominal growthconsolidation changescurrency effectscomparable growth
    2023 versus 2022 
    Diagnosis & Treatment6.40.24.511.1
    Connected Care(2.5)0.33.31.1
    Personal Health(0.7)0.03.93.2
    Philips Group1.90.23.96.0
    2022 versus 2021  
    Diagnosis & Treatment6.20.0(6.8)(0.7)5.90.0(6.7)(0.8)
    Connected Care(3.7)(0.1)(7.0)(10.8)(1.9)0.0(7.2)(9.1)
    Personal Health5.70.0(5.7)0.15.70.0(5.7)0.1
    Philips Group3.9(0.2)(6.5)(2.8)3.9(0.3)(6.4)(2.8)

    2021 versus 2020
      
    Diagnosis & Treatment5.60.02.58.15.9(0.1)2.58.3
    Connected Care(17.5)(7.2)2.2(22.6)(14.9)(6.3)2.2(19.0)
    Personal Health7.20.01.68.87.20.01.68.8
    Philips Group(0.9)(2.5)2.2(1.2)(0.9)(2.5)2.3(1.2)

    2020 versus 2019
     
    Diagnosis & Treatment(3.7)(1.0)2.3(2.3)
    Connected Care18.60.72.321.6
    Personal Health(9.0)0.02.8(6.2)
    Philips Group1.0(0.5)2.42.9

    Philips Group

    Sales growth composition by geographic area

    in %

    nominal growthconsolidation changescurrency effectscomparable growthnominal growthconsolidation changescurrency effectscomparable growth
    2023 versus 2022 
    Western Europe6.00.36.6
    North America(0.3)0.22.72.5
    Other mature geographies(1.0)0.18.27.3
    Mature geographies1.40.22.74.2
    Growth geographies3.40.26.910.5
    Philips Group1.90.23.96.0
    2022 versus 2021  
    Western Europe(1.2)(1.3)(0.4)(2.8)(1.2)(1.3)(0.4)(2.8)
    North America11.90.2(12.4)(0.3)11.90.2(12.4)(0.3)
    Other mature geographies(3.0)0.02.5(0.5)(3.0)0.02.5(0.5)
    Total mature geographies5.9(0.3)(6.7)(1.1)
    Mature geographies5.9(0.3)(6.7)(1.1)
    Growth geographies(0.8)-(6.0)(6.9)(0.8)(0.1)(5.9)(6.9)
    Philips Group3.9(0.2)(6.5)(2.8)3.9(0.3)(6.4)(2.8)

    2021 versus 2020
      
    Western Europe(1.5)(1.3)(0.4)(3.2)(1.5)(1.3)(0.4)(3.2)
    North America(1.5)(5.5)3.6(3.4)(1.5)(5.5)3.6(3.4)
    Other mature geographies(3.2)(0.1)3.60.3(3.2)(0.1)3.60.3
    Total mature geographies(1.8)(3.5)2.4(2.8)
    Mature geographies(1.8)(3.5)2.4(2.8)
    Growth geographies1.2-1.83.01.2(0.3)2.13.0
    Philips Group(0.9)(2.5)2.2(1.2)(0.9)(2.5)2.3(1.2)

    2020 versus 2019
     
    Western Europe11.2(1.1)0.110.2
    North America(0.3)1.91.3
    Other mature geographies(3.0)(0.5)0.4(3.1)
    Total mature geographies2.5(0.6)1.13.0
    Growth geographies(2.6)(0.2)5.42.6
    Philips Group1.0(0.5)2.42.9

    EBITA and Adjusted EBITA

    The term Adjusted EBITA is used to evaluate the performance of Philips and its segments. EBITA represents Income from operations excluding amortization and impairment of acquired intangible assets and impairment of goodwill. Adjusted EBITA represents EBITA excluding gains or losses from restructuring costs, acquisition-related charges and other items.

    Restructuring costs are defined as the estimated costs of initiated reorganizations, the most significant of which have been approved by the Executive Committee, and which generally involve the realignment of certain parts of the industrial and commercial organization.

    Acquisition-related charges are defined as costs that are directly triggered by the acquisition of a company, such as transaction costs, purchase accounting related costs and integration-related expenses.

    Other items are defined as any individual item with an income statement impact (loss or gain) that is deemed by management to be both significant and incidental to normal business activity. This includes the following: litigation costs and settlements in favor of (or against) the company, gains (or losses) on sale of businesses or assets, remediation costs, impairment of assets, portfolio realignment charges, environmental charges and other items which are individually above an amount of EUR 20 million in a quarter, or an individual item which is above EUR 40 million across multiple quarters. Refer to Net income, Income from operations (EBIT) and Adjusted EBITA within the Results of operations section of Financial performance.

    Philips considers the use of Adjusted EBITA appropriate as Philips uses it as a measure of segment performance and as one of its strategic drivers to increase profitability through re-allocation of its resources towards opportunities offering more consistent and higher returns. This is done with the aim of making the underlying performance of the businesses more transparent.

    EBITA excludes amortization and impairment of acquired intangible assets (andand impairment of goodwill),goodwill, which primarily relates to brand names, customer relationships and technology, as Philips believes that such amounts are inconsistent in amount and frequency, are significantly impacted by the timing and/or size of acquisitions and do not factor into its decisions on allocation of its resources across segments. Although we exclude amortization and impairment of acquired intangible assets from the Adjusted EBITA measure, Philips believes that it is important for investors to understand that these acquired intangible assets contribute to revenue generation.

    Philips believes Adjusted EBITA is useful to evaluate financial performance on a comparable basis over time by factoring out restructuring costs, acquisition-related charges and other incidental items which are not directly related to the operational performance of Philips Group or its segments.

    Adjusted EBITA may be subject to limitations as an analytical tool for investors, as it excludes restructuring costs, acquisition-related charges and other incidental items and therefore does not reflect the expense associated with such items, which may be significant and have a significant effect on Philips’ net income.

    Adjusted EBITA margin refers to Adjusted EBITA divided by sales expressed as a percentage.

    Adjusted EBITA is not a recognized measure of financial performance under IFRS. The reconciliation of Adjusted EBITA to the most directly comparable IFRS measure, Net income, for the years indicated is presented in the following table. Net income is not allocated to segments as certain income and expense line items are monitored on a centralized basis, resulting in them being shown on a Philips Group level only.

    Adjusted EBITDA

    Adjusted EBITDA is defined as Income from operations excluding amortization and impairment of intangible assets, impairment of goodwill, depreciation and impairment of property, plant and equipment, restructuring costs, acquisition-related charges and other items.

    Philips understands that Adjusted EBITDA is broadly used by analysts, rating agencies and investors in their evaluation of different companies because it excludes certain items that can vary widely across different industries or among companies within the same industry. Philips considers Adjusted EBITDA useful when comparing its performance to other companies in the HealthTech industry. However, Adjusted EBITDA may be subject to limitations as an analytical tool because of the range of items excluded and their significance in a given reporting period. Furthermore, comparisons with other companies may be complicated due to the absence of a standardized meaning and calculation framework. Philips management compensates for the limitations of using Adjusted EBITDA by using this measure to supplement IFRS results to provide a more complete understanding of the factors and trends affecting the business rather than IFRS results alone. In addition to the limitations noted above, Adjusted EBITDA excludes items that may be recurring in nature and should not be disregarded in the evaluation of performance. However, we believe it is useful to exclude such items to provide a supplemental analysis of current results and trends compared to other periods. This is because certain excluded items can vary significantly depending on specific underlying transactions or events. Also, the variability of such items may not relate specifically to ongoing operating results or trends and certain excluded items, while potentially recurring in future periods and may not be indicative of future results. Net income, for the years indicated is included in the following table. Net income is not allocated to segments as certain income and expense line items are monitored on a centralized basis, resulting in them being shown on a Philips Group level only.

    Philips Group

    Reconciliation of Net income to Adjusted EBITA and Adjusted EBITDA

    in millions of EUR

    Philips GroupDiagnosis & TreatmentConnected CarePersonal HealthOtherPhilips GroupDiagnosis & TreatmentConnected CarePersonal HealthOther
    2022 
    2023  
    Net Income(1,605) (463)  
    Discontinued operations, net of income taxes(13) 10  
    Income tax expense(113) 
    Income taxes(73)  
    Investments in associates, net of income taxes2 98  
    Financial expenses258 376  
    Financial income(58) (63)  
    Income from operations(1,529)404(2,246)515(202)(115)720(1,199)552(188)
    Amortization and impairment of acquired intangible assets36314319915729089178149
    Impairment of goodwill1,357271,3318-  
    EBITA192573(716)531(196)183816(1,020)567(179)
    Restructuring and acquisition-related charges2022110811613811181159140
    Other items:925180703(4)461,358921,27522(32)
    Respironics field-action provision250 250 
    Respironics litigation provision575 575 
    Respironics field-action connected to the proposed consent decree363 363  
    Respironics field-action running remediation costs 210 210 224 224  
    R&D project impairments 134120123 
    Portfolio realignment charges 109 109 
    Impairment of assets in S&RC39 39 
    Provision for public investigations tender irregularities60 
    Provisions for quality actions in Connected Care 59 59 
    Quality remediation actions1758194  
    Provision for a legal matter31 31  
    Investment re-measurement loss23 23 
    Gain on divestment of business(35) (35)
    Remaining items63-24(6)46211(12)(1)3
    Adjusted EBITA1,31877495538(89)1,9211,026369597(71)
    Depreciation, amortization and impairment of fixed assets and other intangible assets971217267101385
    Adding back impairment of fixed assets included in Restructuring and acquisition-related charges and Other items(47)(4)(14) (30)
    Adjusted EBITDA2,8451,239623698284

    Philips Group

    Reconciliation of Net income to Adjusted EBITA and Adjusted EBITDA

    in millions of EUR

    Philips GroupDiagnosis & TreatmentConnected CarePersonal HealthOtherPhilips GroupDiagnosis & TreatmentConnected CarePersonal HealthOther
    2021 
    2022  
    Net Income3,323 (1,605)  
    Discontinued operations, net of income taxes(2,711) (13)  
    Income tax expense(103) 
    Income taxes(113)  
    Investments in associates, net of income taxes4 2  
    Financial expenses188 258  
    Financial income(149) (58)  
    Income from operations553941(722)576(242)(1,529)538(2,347)515(235)
    Amortization and impairment of acquired intangible assets322153148156363115226158
    Impairment of goodwill152131,357 1,357  
    EBITA8901,097(562)591(236)192652(764)531(227)
    Restructuring and acquisition-related charges95793(1)(5)20231251162
    Other items:1,069(32)965-136925133750(4)46
    Respironics field-action provision719-719 -
    Respironics field-action connected to the proposed consent decree250 250  
    Respironics field-action running remediation costs94 94 210 210  
    Provisions for quality actions in Connected Care94 94 
    Loss on divestment of business76 76
    R&D project impairments13473593 
    Portfolio realignment charges109 109 
    Impairments of assets in S&RC39 39 
    Provision for public investigations tender irregularities60 
    Quality remediation actions59 59  
    Remaining items87(32)58-6163-24(6)46
    Adjusted EBITA2,0541,071497590(105)1,318788111538(119)
    Depreciation, amortization and impairment of fixed assets and other intangible assets1,239302420117400
    Adding back impairment of fixed assets included in Restructuring and acquisition-related charges and Other items(252)(83)(136)(3)(30)
    Adjusted EBITDA2,3051,008394652250

    Philips Group

    Reconciliation of Net income to Adjusted EBITA and Adjusted EBITDA

    in millions of EUR

    Philips GroupDiagnosis & TreatmentConnected CarePersonal HealthOtherPhilips GroupDiagnosis & TreatmentConnected CarePersonal HealthOther
    2020 
    2021  
    Net Income1,195 3,323  
    Discontinued operations, net of income taxes(196) (2,711)  
    Income tax expense212 
    Income taxes(103)  
    Investments in associates, net of income taxes9 4  
    Financial expenses202 188  
    Financial income(158) (149)  
    Income from operations1,264497704362(300)553948(716)576(255)
    Amortization and impairment of acquired intangible assets3772091341618322142158156
    Impairment of goodwill144-144 15213  
    EBITA1,784706982378(282)8901,092(545)591(248)
    Restructuring and acquisition-related charges1952997313795(30)130(1)(5)
    Other items299831122481
    Other items:1,069(35)968-136
    Respironics field-action connected to the proposed consent decree719 719 
    Respironics field-action running remediation costs94 94 
    Quality remediation actions94 94 
    Loss on divestment of business76 76
    Remaining items87(35)61-61
    Adjusted EBITA2,2778181,191433(165)2,0541,028553590(117)
    Depreciation, amortization and impairment of fixed assets and other intangible assets1,001221314116351
    Adding back impairment of fixed assets included in Restructuring and acquisition-related charges and Other items(70)(4)(68)-2
    Adjusted EBITDA2,9851,245799706235

    Adjusted income from continuing operations attributable to shareholders

    The term Adjusted income from continuing operations attributable to shareholders represents income from continuing operations less continuing operations non-controlling interests, amortization and impairment of acquired intangible assets, impairment of goodwill, excluding gains or losses from restructuring costs and acquisition-related charges, other items, adjustments to net finance expenses, adjustments to investments in associates and adjustments to tax expense. Shareholders refers to shareholders of Koninklijke Philips N.V.

    Restructuring costs, acquisition-related charges and other items are all defined in the EBITA and Adjusted EBITA section above.

    Net finance expenses are defined as either the financial income or expense component of an individual item already identified to be excluded as part of the Adjusted income from continuing operations, fair value movements of equity investments in limited life funds recognized at fair value through profit or loss or a financial income or expense component with an income statement impact (gain or loss) that is deemed by management to be both significant and incidental to normal business activity.

    The adjustments to tax expense include the tax impact of the adjustments to income from continuing operations as well as tax only adjusting items, and uses the Weighted Average Statutory Tax Rate plus any recurring tax costs or benefits.

    Philips considers the use of Adjusted income from continuing operations attributable to shareholders appropriate as Philips uses it as the basis for the Adjusted income from continuing operations attributable to shareholders per common share (in EUR) - diluted, a non-IFRS measure.

    Adjusted income from continuing operations attributable to shareholders may be subject to limitations as an analytical tool for investors, as it excludes certain items and therefore does not reflect the expense associated with such items, which may be significant and have a significant effect on Philips’ net income. Net income, for the years indicated is included in the following table. Net income is not allocated to segments as certain income and expense line items are monitored on a centralized basis, resulting in them being shown on a Philips Group level only.

    Adjusted income from continuing operations attributable to shareholders is not a recognized measure of financial performance under IFRS. The reconciliation of Adjusted income from continuing operations attributable to shareholders to the most directly comparable IFRS measure, Net income, for the years indicated is included in the following table.

    Adjusted income from continuing operations attributable to shareholders per common share (in EUR) - diluted (Adjusted EPS)

    Adjusted income from continuing operations attributable to shareholders per common share (in EUR) - diluted is calculated by dividing the Adjusted income from continuing operations attributable to shareholders by the diluted weighted average number of shares (after deduction of treasury shares) outstanding during the period, as defined in General information to the Consolidated financial statements, earnings per share section.

    Philips considers the use of Adjusted income from continuing operations attributable to shareholders per common share (in EUR) - diluted appropriate as it is a measure that is useful when comparing its performance to other companies in the HealthTech industry. However, it may be subject to limitations as an analytical tool for investors, as it uses Adjusted income from continuing operations attributable to shareholders which has certain items excluded.

    Adjusted income from continuing operations attributable to shareholders per common share (in EUR) - diluted is not a recognized measure of financial performance under IFRS. The most directly comparable IFRS measure, income from continuing operations attributable to shareholders per common share (in EUR) - diluted for the years indicated, is included in the following table.

    Philips Group

    Adjusted income from continuing operations attributable to shareholders1)

    in millions of EUR unless otherwise stated

    202020212022202120222023
    Net income1,1953,323(1,605)3,323(1,605)(463)
    Discontinued operations, net of income taxes(196)(2,711)(13)(2,711)(13)10
    Income from continuing operations999612(1,618)612(1,618)(454)
    Income from continuing operations attributable to non-controlling interests(8)(4)(3)(4)(3)(2)
    Income from continuing operations attributable to shareholders1)991608(1,622)608(1,622)(456)
    Adjustments for:     
    Amortization and impairment of acquired intangible assets377322363322363290
    Impairment of goodwill144151,357151,3578
    Restructuring costs and acquisition-related charges1959520295202381
    Other items:2991,0699251,0699251,358
    Respironics field-action provision 719250
    Respironics litigation provision 575
    Respironics field-action connected to the proposed consent decree719250363
    Respironics field-action running remediation costs 9421094210224
    Quality remediation actions9459175
    R&D project impairments  134 134 
    Portfolio realignment charges  109 109 
    Impairment of assets in S&RC  39 39 
    Provision for public investigations tender irregularities  60 60 
    Provisions for quality actions in Connected Care 9459
    Loss on divestment of business 76 
    Provision for a legal matter 31
    Investment re-measurement loss 23
    Loss (gain) on divestment of business76 (35)
    Remaining items299876387632
    Net finance income/expenses(125)(84)(4)(84)(4)18
    Tax impact of adjusted items and tax only adjusting items(285)(527)(376)(527)(376)(450)
    Adjusted Income from continuing operations attributable to shareholders1)1,5941,4978451,4978451,148
    Earnings per common share:     
    Income from continuing operations attributable to shareholders1) per common share (in EUR) - diluted1.080.67(1.84)0.64(1.76)(0.50)
    Adjusted income from continuing operations attributable to shareholders1) per common share (in EUR) - diluted1.741.650.961.580.921.25
    1)1)Shareholders refers to shareholders of Koninklijke Philips N.V.

    Adjusted EBITDA

    Adjusted EBITDA is defined as Income from operations excluding amortization and impairment of intangible assets, impairment of goodwill, depreciation and impairment of property, plant and equipment, restructuring costs, acquisition-related charges and other items.

    Philips understands that Adjusted EBITDA is broadly used by analysts, rating agencies and investors in their evaluation of different companies because it excludes certain items that can vary widely across different industries or among companies within the same industry. Philips considers Adjusted EBITDA useful when comparing its performance to other companies in the HealthTech industry. However, Adjusted EBITDA may be subject to limitations as an analytical tool because of the range of items excluded and their significance in a given reporting period. Furthermore, comparisons with other companies may be complicated due to the absence of a standardized meaning and calculation framework. Philips management compensates for the limitations of using Adjusted EBITDA by using this measure to supplement IFRS results to provide a more complete understanding of the factors and trends affecting the business rather than IFRS results alone. In addition to the limitations noted above, Adjusted EBITDA excludes items that may be recurring in nature and should not be disregarded in the evaluation of performance. However, we believe it is useful to exclude such items to provide a supplemental analysis of current results and trends compared to other periods. This is because certain excluded items can vary significantly depending on specific underlying transactions or events. Also, the variability of such items may not relate specifically to ongoing operating results or trends and certain excluded items, while potentially recurring in future periods and may not be indicative of future results. A reconciliation from net income to Adjusted EBITDA is provided in the following table. Net income, for the years indicated is included in the following table. Net income is not allocated to segments as certain income and expense line items are monitored on a centralized basis, resulting in them being shown on a Philips Group level only.

    Philips Group

    Reconciliation of Net income to Adjusted EBITDA

    in millions of EUR

     Philips GroupDiagnosis & TreatmentConnected CarePersonal HealthOther
    2022     
    Net Income(1,605)    
    Discontinued operations, net of income taxes(13)    
    Income tax expense(113)    
    Investments in associates, net of income taxes2    
    Financial expenses258    
    Financial income(58)    
    Income from operations(1,529)404(2,246)515(202)
    Depreciation, amortization and impairment of fixed assets1,602559514132397
    Impairment of goodwill1,357271,331
    Restructuring and acquisition-related charges202211081161
    Other items:925180703(4)46
    Respironics field-action provision250 250  
    Respironics field-action running remediation costs210 210  
    R&D project impairments 134120123 
    Portfolio realignment charges109 109  
    Impairment of assets in S&RC39 39  
    Provision for public investigations tender irregularities6060   
    Provisions for quality actions in Connected Care59 59  
    Remaining items 63-24(6)46
    Adding back impairment of fixed assets included in Restructuring and acquisition-related changes and Other items(252)(135)(84)(3)(30)
    Adjusted EBITDA2,3051,055326652272

    Philips Group

    Reconciliation of Net income to Adjusted EBITDA

    in millions of EUR

     Philips GroupDiagnosis & TreatmentConnected CarePersonal HealthOther
    2021     
    Net Income3,323    
    Discontinued operations, net of income taxes(2,711)    
    Income tax expense(103)    
    Investments in associates, net of income taxes4    
    Financial expenses188    
    Financial income(149)    
    Income from operations553941(722)576(242)
    Depreciation, amortization and impairment of fixed assets1,323459382131350
    Impairment of goodwill15213
    Restructuring and acquisition-related charges95793(1)(5)
    Other items:1,069(32)965-136
    Respironics field-action provision719-719 -
    Respironics field-action running remediation costs94 94  
    Provisions for quality actions in Connected Care94 94  
    Loss on divestment of business76   76
    Remaining items87(32)58-61
    Adding back impairment of fixed assets included in Restructuring and acquisition-related changes and Other items(70)(21)(51)2
    Adjusted EBITDA2,9851,358680706241

    Philips Group

    Reconciliation of Net income to Adjusted EBITDA

    in millions of EUR

     Philips GroupDiagnosis & TreatmentConnected CarePersonal HealthOther
    2020     
    Net Income1,195    
    Discontinued operations, net of income taxes(196)    
    Income tax expense212    
    Investments in associates, net of income taxes9    
    Financial expenses202    
    Financial income(158)    
    Income from operations1,264497704362(300)
    Depreciation, amortization and impairment of fixed assets1,462536414145368
    Impairment of goodwill1440144  
    Restructuring and acquisition-related charges19529973137
    Other items299831122481
    Adding back impairment of fixed assets included in Restructuring and acquisition-related changes and Other items(102)(35)(64)1(4)
    Adjusted EBITDA3,2621,1111,407563180

    Free cash flow

    Free cash flow is defined as net cash flows from operating activities minus net capital expenditures. Net capital expenditures are comprised of the purchase of intangible assets, expenditures on development assets, capital expenditures on property, plant and equipment and proceeds from sales of property, plant and equipment.

    Philips discloses free cash flow as a supplemental non-IFRS financial measure, as Philips believes it is a meaningful measure to evaluate the performance of its business activities over time. Philips understands that free cash flow is broadly used by analysts, rating agencies and investors in assessing its performance. Philips also believes that the presentation of free cash flow provides useful information to investors regarding the cash generated by the Philips operations after deducting cash outflows for purchases of intangible assets, capitalization of product development, expenditures on development assets, capital expenditures on property, plant and equipment and proceeds from disposal of property, plant and equipment. Therefore, the measure gives an indication of the long-term cash generating ability of the business. In addition, because free cash flow is not impacted by purchases or sales of businesses and investments, it is generally less volatile than the total of net cash provided by (used for) operating activities and net cash provided by (used for) investing activities.

    Free cash flow may be subject to limitations as an analytical tool for investors, as free cash flow is not a measure of cash generated by operations available exclusively for discretionary expenditures and Philips requires funds in addition to those required for capital expenditures for a wide variety of non-discretionary expenditures, such as payments on outstanding debt, dividend payments or other investing and financing activities. In addition, free cash flow does not reflect cash payments that may be required in future for costs already incurred, such as restructuring costs.

    Philips Group

    Composition of free cash flow

    in millions of EUR

    202020212022202120222023
    Net cash flows provided by operating activities2,5111,629(173)1,629(173)2,136
    Net capital expenditures:(876)(729)(788)(729)(788)(554)
    Purchase of intangible assets(114)(107)(105)(107)(105)(96)
    Expenditures on development assets(296)(259)(257)(259)(257)(203)
    Capital expenditures on property, plant and equipment(485)(397)(444)(397)(444)(345)
    Proceeds from disposals of property, plant and equipment193318331890
    Free cash flow1,635900(961)900(961)1,582

    Net debt : group equity ratio

    Net debt : group equity ratio is presented to express the financial strength of Philips. Net debt is defined as the sum of long- and short-term debt minus cash and cash equivalents. Group equity is defined as the sum of shareholders’ equity and non-controlling interests. This measure is used by Philips Treasury management and investment analysts to evaluate financial strength and funding requirements. This measure may be subject to limitations because cash and cash equivalents are used for various purposes, not only debt repayment. The net debt calculation deducts all cash and cash equivalents whereas these items are not necessarily available exclusively for debt repayment at any given time.

    Philips Group

    Composition of net debt to group equity

    in millions of EUR unless otherwise stated

    202020212022202120222023
    Long-term debt5,7056,4737,2706,4737,2707,035
    Short-term debt1,229506931506931654
    Total debt6,9346,9808,2016,9808,2017,689
    Cash and cash equivalents3,2262,3031,1722,3031,1721,869
    Net debt3,7084,6767,0284,6767,0285,820
    Shareholders' equity11,87014,43813,24914,43813,24912,028
    Non-controlling interests313634363433
    Group equity11,90114,47513,28314,47513,28312,061
    Net debt : group equity ratio24:7635:6524:7635:6533:67

    Organic Return on Invested Capital

    Organic Return on Invested Capital (ROIC) is defined as organic return which includes income from operations for the year excluding the impact of: Income or Loss from operations of businesses acquired in the five year period prior to the measurement date; certain tax gains and losses determined by management to be material in nature and require separate disclosure and; certain other items; and tax effects of the other adjustments (calculated at group effective tax rate) divided by average of the Net operating capital at the end of each of the five quarters ending on the relevant measurement date excluding the average net operating capital at the end of each of the five quarters ending on the relevant measurement date of the businesses acquired in the five year period prior to the measurement date, expressed as a percentage.

    Net operating capital is defined as tangible fixed assets, intangible fixed assets, including goodwill, inventories and receivable balances, minus payable balances and provisions, all as further defined below. Net operating capital is adjusted to exclude assets and liabilities of businesses acquired in the five year period prior to the relevant measurement date, and adjustments determined by management to be necessary for comparability.

    Other items are defined as material in nature and require separate disclosure and have the same nature as the items excluded from Adjusted EBITA. In the years 2020-2022 these other items included legal provisions, pension settlements, results of divestments, remediation costs, impairment of assets and portfolio realignment charges. Refer to Net income, Income from operations (EBIT) and Adjusted EBITA within the Results of operations section of Financial performance. Organic ROIC is calculated after taxes.

    The term Organic Return on Invested Capital (ROIC) is used by management to evaluate Philips’ efficiency at allocating the capital under its control to profitable investments and how well the company uses capital to generate returns. Philips believes that Organic ROIC provides useful information to investors because it excludes the impact of recently acquired businesses, giving a more accurate representation of how the Philips Business System is leveraged to drive operational excellence and removes irregularity caused by various operating models of recently acquired businesses. Philips also believes that excluding certain items determined by management to be material in nature and requiring separate disclosure enhances comparability across several periods. Organic ROIC may be subject to limitations as an analytical tool for investors, as it excludes Income or Loss from operations of acquired businesses and tax gains and losses and certain other items, which may have a significant effect on ROIC. Organic ROIC is not a recognized measure of financial performance under IFRS.

    The most comparable IFRS measure to Organic ROIC is Return on total assets, calculated as Income from operations for the year divided by total assets as of the end of the year. Return on total assets as of the balance sheet date for the years ended December 31, 2020, 2021 and 2022 is included in the following table.

    Philips Group

    Return on total assets

    in millions of EUR unless otherwise stated

    202020212022202120222023
    Income from operations1,264553(1,529)553(1,529)(115)
    Total assets27,71330,96130,68830,96130,68829,406
    Return on total assets (%)4.6%1.8%(5.0)%1.8%(5.0)%(0.4)%

    The reconciliation of Average Net operating capital and the reconciliation of Net income to Organic ROIC for the years ended December 31, 2020, 2021 and 2022 are included in the following tables.

    Philips Group

    Reconciliation of Average Net operating capital1)

    in millions of EUR

    202020212022202120222023
    Tangible fixed assets2,7992,7162,7152,7162,7152,553
    Intangible assets (including goodwill)11,78913,45414,68413,45414,68413,475
    Inventories3,0563,2483,9993,2483,9993,984
    Receivable balances2)5,0104,6485,0434,6485,0434,981
    Payable balances3)(6,520)(6,627)(7,129)(6,627)(7,129)(6,810)
    Provisions4)(2,066)(2,178)(2,313)(2,178)(2,313)(2,420)
    Group Average Net operating capital 14,06815,26116,99915,26116,99915,763
    Net operating capital of businesses acquired(3,176)(5,511)(5,739)(5,511)(5,739)(4,081)
    Average Net operating capital10,8929,75011,2609,75011,26011,681
    1)1)All line items represent the average of each of the five quarters ending before the relevant measurement date.2)2)Receivable balances consists of (Non-)Current receivables, Other (non-)current assets, (Non-)Current derivative financial assets and Income tax receivable.3)3)Payable balances consist of Accounts payable, Accrued liabilities, (Non-)Current contract liabilities, Other (Non-)current liabilities, (Non-) current derivative financial liabilities and (Non-)Current tax liabilities.4)4)Provisions consist of Long-term and Short-term provisions.

    Philips Group

    Reconciliation of Net Income to Organic ROIC

    in millions of EUR unless otherwise stated

    202020212022202120222023
    Net Income1,1953,323(1,605)3,323(1,605)(463)
    Discontinued operations, net of income taxes(196)(2,711)(13)(2,711)(13)10
    Income tax expense212(103)(113)
    Income taxes(103)(113)(73)
    Investments in associates, net of income taxes9424298
    Financial expenses202188258188258350
    Financial income(158)(149)(58)(149)(58)(36)
    Income from operations1,264553(1,529)553(1,529)(115)
    Loss from operations of businesses acquired265124178124178253
    Tax gains and losses(22)(197)(169)(197)(169)(140)
    Goodwill impairment144151,357151,3578
    Other items:598728028728021,181
    Respironics field-action provision 719250
    Respironics litigation provision 575
    Respironics field-action connected to the proposed consent decree719250363
    Respironics field-action running remediation costs 9421094210224
    R&D project impairments 134 134 
    Portfolio realignment charges 109 109 
    Impairment of assets in S&RC 39 39 
    Loss on divestment of business 76 
    Provision for specified legal matters38(17)60(17)6031
    Pension liability derisking21  
    Income tax expense(212)103113
    Investment re-measurement loss 23
    Loss (gain) on divestment of business76 (35)
    Income taxes10311373
    Tax effects of other adjustments 30(33)(45)(33)(45)(56)
    Organic return1,5281,4377071,4377071,204
    Average Net operating capital 10,8929,75011,2609,75011,26011,681
    Organic ROIC (%)14.0%14.7%6.3%14.7%6.3%10.3%

    14.2Other Key Performance Indicators

    In addition to monitoring the IFRS and non-IFRS financial measures discussed under Financial performance, Philips’ management also uses the following other key performance indicators to monitor the performance of the business and to manage the business. Comparative results have been restated to reflect the treatment of the Domestic Appliances business as a discontinued operation (for more information, please refer to Discontinued operations and assets classified as held for sale).

    Philips Group

    Other Key Performance Indicators

    202020212022202120222023
    Lives improved, in billions1.531.671.811.671.811.88
    Operational carbon footprint, in kilotonnes CO2-equivalent518519438519438418
    Circular revenues15%16%18%
    Circular revenue16.0%18.1%20.0%
    Waste to landfill2.6%0.1%0.0%0.1%0.0%0.0%
    Closing the Loop1)N/A34%35%
    Closing the Loop34.0%35.3%20.5%
    Comparable order intake9%4%(3)%4%(3)%(5)%
    1)We expanded the definition of our Closing the Loop practices to include all professional medical equipment in 2021. Complete figures are not available for 2020.

    Lives Improved 
    The purpose of Philips is to improve people’s health and well-being through meaningful innovation and we aim to improve the lives of 2 billion people a year by 2025, including 300 million in underserved communities, rising to 2.5 billion and 400 million respectively by 2030. We use Lives Improved as a measurement of our societal impact. In the course of 2021 we changed the definition of ‘lives improved’ (effective January 2021) to align more closely with our purpose. The new definition includes only products or solutions that contribute to people’s health and well-being, and no longer includes the contribution from our Green Products and Solutions that support a healthy ecosystem. Additionally, as we discontinued our Domestic Appliances business, we have removed the impact of this business from the Lives Improved results. The combined impact of these changes resulted in an overall drop of 223 million lives improved in 2021. We calculate Lives Improved as the number of individual interactions for each product sold (based on market intelligence and statistical data) and multiply by the number of those products delivered in a year (eliminating double counting for multiple different product touches per individual). See Improving people’s lives for more information on Lives Improved.

    Operational Carbon Footprint
    We aim to minimize our environmental impact and we use the Operational Carbon Footprint as one of the measurements of our impact. We define Operational Carbon Footprint as the total greenhouse gas emissions caused by an organization, event, product or person; expressed in kilotonnes CO2-equivalent. We calculate our Operational Carbon Footprint on a monthly basis and include industrial sites (manufacturing and assembly sites), non-industrial sites (offices, warehouses, IT centers and R&D facilities), business travel (lease and rental cars and airplane travel) and logistics (air, sea and road transport) See Sustainable Operations for more information on our Operational Carbon Footprint.

    Circular Revenues
    As a company committed to the transition to a circular economy, we aim to decouple economic growth from the use of natural resources and ecosystems by using those resources more effectively. We define Circular Revenues asare revenues generated throughfrom Philips products, services and solutions that meet specific Circular Economycontribute to circular practices. Propositions that qualify for circular revenues must comply with the requirements (including performance and access-based business models, refurbished, reconditioned and remanufactured products and systems, refurbished, reconditioned and remanufactured components, upgrades or refurbishment on site or remote, andfor at least one of the circular revenue categories. These include, among others, products with low weight or containing a minimum threshold of recycled or bio-based plastics, content of >25% post-consumer recycled plasticsas-a-service models, software running in the cloud, telehealth, upgrades, lifetime extensions, and refurbished equipment or >30% post-industrial/postconsumer recycled plastics by total weight of eligible plastics). We calculate Circular Revenues as annual revenues attributable to products and solutions that meet the Circular Economy requirements.components. 

    Waste to Landfill
    At Philips, as a responsible company, we strive to reduce our environmental impact. We define Waste to Landfill as total waste that is delivered for landfill and exclude one-time-only waste and waste delivered to landfill due to regulatory requirements. We calculate Waste to Landfill in kilotonnes per year. See Sustainable Operations for more information on Waste to Landfill. 

    Closing the Loop 
    At Philips,Closing the loop means we are committedembedding a policy to offer a trade-in onresponsibly take back all our professional medical equipment andsold directly to take carecustomers as part of responsible repurposinga trade-in offer or as a service at customer request. As part of such trade-in systems.the policy, we will ensure that equipment coming back to us is, where feasible, made available for refurbishment and/or parts recovery, or locally recycled in a certified way to ensure it does not end up in landfill. We callmonitor the impact of our policies by measuring the amount of equipment that we collect from our customers. We report on this “Closing the Loop”. We calculate Closing the Loop as Process Adherence (%) multiplied by Reclaim (%)‘reclaimed equipment’. Process adherence (%) is defined as the % of won Replacement Philips deals which are associated with a trade in request in our CRM system. Reclaim (%) is defined as the % of won Replacement Philips deals with a customer accepted trade in request in our CRM system and a repurposing strategy that fulfills our reclaim requirements.

    Philips believes that the five other key performance indicators described above (Lives Improved, Operational Carbon Footprint, Circular Revenues, Waste to Landfill and Closing the Loop) provide important information to investors and are important to understanding the long-term performance and prospects of the business. In addition, these other key performance indicators are also used for management compensation purposes. Members of the Board of Management are eligible for grants of performance shares under the Long-Term Incentive (LTI) Plan, and the vesting of the performance shares is subject to performance over a period of 3 years and based on certain criteria, including a 10% weighting for Sustainability Objectives, which Philips defines as the five other key performance indicators described above: Lives Improved, Carbon Footprint, Circular Revenues, Waste to Landfill and Closing the Loop. Philips believes that including these other key performance indicators in our remuneration policy encourages management to act responsibly and sustainably, supporting the company’s overall performance and enhancing the long-term value of the company. See Remuneration of the Board of Management in 20222023 for more information on the Philips’ Long-Term Incentive (LTI) Plan.

    Philips currently intends to propose a 2024 Remuneration Policy for the Board of Management which would, among other things, provide for the vesting of performance shares subject to performance over a period of 3 years and based on certain criteria, including a 20% weighting for Sustainability Objectives, which would be defined under that plan as: Lives Improved, Carbon Footprint, Circular Revenues and Employee Engagement Score. The 2024 Remuneration Policy is subject to the approval of Philips shareholders at the 2024 AGM. See Remuneration of the Board of Management in 2023, starting on page 115 for more information on the Philips’ Long-Term Incentive (LTI) Plans under the 2020 Remuneration Policy and the currently proposed 2024 Remuneration Policy.

    Comparable order intake 
    Comparable order intake represents the period-on-period growth, expressed as a percentage, in order intake excluding the effects of currency movements and changes in consolidation. Comparable order intake is reported for equipment and software in the Diagnoses & Treatment and Connected Care businesses,segments, and is defined as the total contractually committed value of equipment and software to be delivered within a specified timeframe, and is an approximation of expected future revenue growth in the respective businesses. Comparable order intake does not derive from the financial statements and a quantitative reconciliation is thus not provided. In 2023, comparable order book was tracked for businesses that represented approximately 40% of 2023 sales.

    Philips has simplified its order intake policy by aligning horizons for all modalities to 18 months to revenue. Order intake for software contracts corresponds to the same 18 months to revenue horizon, meaning that only the next 18 months conversion to revenue under the contract is recognized. Philips believes this policy eliminates major variances in order intake growth and better reflects expected revenue in the short term from order intake booked in the reporting period.

    Philips uses comparable order intake as an indicator of business activity and performance. Comparable order intake is not an alternative to revenue and may be subject to limitations as an analytical tool due to differences in amount and timing between booking orders and revenue recognition. Due to divergence in practice, other companies may calculate this or a similar measure (such as order backlog) differently and therefore comparisons between companies may be complicated.

    14.3Taxation

    Dutch taxation

    The statements below are only a general summary of certain material Dutch tax consequences for holders of common shares that are non-residents of the Netherlands based on Dutch tax laws, presently in force, and the Tax Convention of December 18, 1992, as amended by the protocol that entered into force on December 28, 2004, between the United States of America and the Kingdom of the Netherlands (the US Tax Treaty) and are not to be read as extending by implication to matters not specifically referred to herein. As to individual tax consequences, investors in common shares should consult their own professional tax advisor.

    With respect to a holder of common shares that is an individual who receives income or derives capital gains from common shares and this income received or capital gains derived are attributable to past, present or future employment activities of such holder, the income of which is taxable in the Netherlands, the Dutch tax position is not discussed in this summary.

    Dividend withholding tax

    In general, a distribution to shareholders by a company resident in the Netherlands (such as the company) is subject to a withholding tax imposed by the Netherlands at a rate of 15%. Share dividends paid out of the company’s paid-in share premium recognized for Dutch tax purposes are not subject to the abovementioned withholding tax. Share dividends paid out of the company’s retained earnings are subject to dividend withholding tax on the nominal value of the shares issued.

    Relief at source is available to certain qualifying corporate holders of common shares if such common shares are attributable to a business carried out in the Netherlands, provided that such holder demonstrates that it is the beneficial owner of the dividend. Relief at source is available for dividend distributions to certain qualifying corporate holders of common shares resident in EU/EEA member states, and to certain qualifying corporate holders of common shares resident in non-EU/EEA states with which the Netherlands has concluded a tax treaty that includes a dividend article, provided that such holder demonstrates that it is the beneficial owner of the dividend unless such holder holds the common shares of the company with the primary aim or one of the primary aims to avoid the levy of Dutch dividend withholding tax from another person and the shareholding is put in place without valid commercial reasons that reflect economic reality. 

    Upon request and under certain conditions, certain qualifying non-resident individual and corporate holders of common shares resident in EU/EEA member states or in a qualifying non-EU/EEA state may be eligible for a refund of Dutch dividend withholding tax to the extent that the withholding tax levied is higher than the personal and corporate income tax which would have been due if they were resident in the Netherlands. However, this refund is not applicable when, based on the US Tax Treaty, the Dutch dividend withholding tax can be fully credited in the United States by the US holder.

    Pursuant to the provisions of the US Tax Treaty, a reduced rate may be applicable in respect of dividends paid by the company to a beneficial owner holding directly 10% or more of the voting power of the company, if such owner is a company resident in the United States (as defined in the US Tax Treaty) and entitled to the benefits of the US Tax Treaty.

    Pursuant to Dutch anti-dividend stripping legislation, a holder of common shares who is the recipient of dividends will in any case not be considered the beneficial owner of the dividends if (i) as a consequence of a combination of transactions, a person other than the recipient benefits, in full or in part, directly or indirectly, from the dividends; (ii) whereby such other person retains, directly or indirectly, an interest similar to that in the common shares on which the dividends were paid; and (iii) that other person is entitled to a credit, reduction or refund of dividend withholding tax that is less than that of the recipient.

    Dividends paid to qualifying exempt US pension trusts and qualifying exempt US organizations are, under certain conditions, exempt from Dutch withholding tax under the US Tax Treaty. Qualifying exempt US pension trusts normally remain subject to withholding at the rate of 15% and are required to file for a refund of the tax withheld. Only if certain conditions are fulfilled, such pension trusts may be eligible for relief at source upon payment of the dividend. However, for qualifying exempt US organizations no relief at source upon payment of the dividend is currently available; such exempt US organizations should apply for a refund of the 15% withholding tax withheld. Further, under certain circumstances, certain exempt organizations (e.g. pension funds) may be eligible for a refund of Dutch withholding tax upon their request pursuant to Dutch tax law. From 1 January 2024 onwards, , provided certain conditions are met, such (US) organizations may be eligible for relief at source upon request.

    The company may, with respect to certain dividends received from qualifying non-Dutch subsidiaries, credit taxes withheld from those dividends against the Dutch withholding tax imposed on certain qualifying dividends that are redistributed by the company, up to a maximum of the lesser of:

    • 3% of the amount of qualifying dividends redistributed by the company; and
    • 3% of the gross amount of certain qualifying dividends received by the company.

    The reduction is applied to the Dutch dividend withholding tax that the company must pay to the Dutch tax authorities and not to the Dutch dividend withholding tax that the Company must withhold.

    From 1 January 2024 onwards, in addition to Dutch dividend withholding tax, Dutch conditional withholding tax may apply at a statutory rate of 25.8% on dividends and other (deemed) distributions to certain affiliated (gelieerde) entities of the company for the purpose of the Dutch Withholding Tax Act 2021 (Wet bronbelasting 2021).

    The Dutch conditional withholding tax only applies on dividends and other (deemed) distributions to entities that are resident (gevestigd), or have a permanent establishment to which the dividend or distribution is attributable, in a jurisdiction that is listed in the Dutch Regulation on low-taxing states and non-cooperative jurisdictions for tax purposes (Regeling laagbelastende staten en niet-coöperatieve rechtsgebieden voor belastingdoeleinden), and in certain deemed abusive situations.

    An entity is generally affiliated within the meaning of the Dutch Withholding Tax Act 2021 if there is a controlling relationship between such entity and the distributing company.

    Income and capital gains

    Income and capital gains derived from the common shares by a non-resident individual or non-resident corporate shareholder are generally not subject to Dutch income or corporation tax, unless (i) such income and gains are attributable to a (deemed) permanent establishment or (deemed) permanent representative of the shareholder in the Netherlands; or (ii) the shareholder is entitled to a share in the profits of an enterprise or (in the case of a non-resident corporate shareholder only) a co-entitlement to the net worth of an enterprise that is effectively managed in the Netherlands (other than by way of securities) and to which enterprise the common shares are attributable; or (iii) such income and capital gains are derived from a direct, indirect or deemed substantial participation in the share capital of the company (such substantial participation not being a business asset), and, in the case of a non-resident corporate shareholder only, it is being held with the primary aim or one of the primary aims to avoid the levy of income tax from another person and is put in place without valid commercial reasons that reflect economic reality; or (iv) in the case of a non-resident corporate shareholder, such shareholder is a resident of Aruba, Curacao or Saint Martin with a permanent establishment or permanent representative in Bonaire, Eustatius or Saba to which the common shares are attributable and certain conditions are met; or (v) in the case of a non-resident individual, such individual derives income or capital gains from the common shares that are taxable as benefits from ‘miscellaneous activities’ in the Netherlands (resultaat uit overige werkzaamheden, as defined in the Dutch Income Tax Act 2001), which includes the performance of activities with respect to the common shares that exceed regular portfolio management.

    In general, a holder of common shares has a substantial participation if he holds either directly or indirectly and either independently or jointly with his partner (as defined in the Dutch Income Tax Act 2001), the ownership of, or certain other rights over, at least 5% of the total issued share capital or total issued particular class of shares of the company or rights to acquire direct or indirect shares, whether or not already issued, that represent at any time 5% or more of the total issued capital (or the total issued particular class of shares) or the ownership of certain profit participating certificates that relate to 5% or more of the annual profit or to 5% or more of the liquidation proceeds. A shareholder will also have a substantial participation in the company if one or more of certain relatives of the shareholder hold a substantial participation in the company. A deemed substantial participation amongst others exists if (part of) a substantial participation has been disposed of, or is deemed to have been disposed of, on a nonrecognition basis.

    Estate and gift taxes

    No estate, inheritance or gift taxes are imposed by the Netherlands on the transfer or deemed transfer of common shares by way of gift by or on the death of a shareholder if, at the time of the death of the shareholder or the gift of the common shares (as the case may be), such shareholder is not a (deemed) resident of the Netherlands.

    Inheritance or gift taxes (as the case may be) are due, however, if such shareholder:

    • has Dutch nationality and has been a resident of the Netherlands at any time during the ten years preceding the time of their death or gift; or
    • does not have Dutch nationality but has been a resident of the Netherlands at any time during the twelve months preceding the time of the gift (for Netherlands gift taxes only).

    United States Federal Taxation

    This section describes the material United States federal income tax consequences to a US holder (as defined below) of owning common shares. It applies only if the common shares are held as capital assets for United States federal income tax purposes. This discussion addresses only United States federal income taxation and does not discuss all of the tax consequences that may be relevant to a US holder in light of its individual circumstances, including foreign, state or local tax consequences, estate and gift tax consequences, and tax consequences arising under the Medicare contribution tax on net investment income or the alternative minimum tax. This section does not apply to a member of a special class of holders subject to special rules, including:

    • a dealer in securities,
    • a trader in securities that elects to use a mark-to-market method of accounting for securities holdings,
    • a tax-exempt organization,
    • a life insurance company,
    • a person that actually or constructively owns 10% or more of the combined voting power of our voting stock or of the total value of our stock,
    • a person that holds common shares as part of a straddle or a hedging or conversion transaction,
    • a person that purchases or sells common shares as part of a wash sale for tax purposes, or
    • a person whose functional currency is not the US dollar.

    This section is based on the Internal Revenue Code of 1986, as amended, its legislative history, existing and proposed regulations, published rulings and court decisions, all as currently in effect, as well as on the US Tax Treaty. These authorities are subject to change, possibly on a retroactive basis.

    If an entity or arrangement that is treated as a partnership for United States federal income tax purposes holds the common shares, the United States federal income tax treatment of a partner will generally depend on the status of the partner and the tax treatment of the partnership. A partner in a partnership holding the common shares should consult its tax advisor with regard to the United States federal income tax treatment of an investment in the common shares.

    A US holder is defined as a beneficial owner of common shares that is, for United States federal income tax purposes:

    • a citizen or resident of the United States,
    • a domestic corporation,
    • an estate whose income is subject to United States federal income tax regardless of its source, or
    • a trust if a United States court can exercise primary supervision over the trust’s administration and one or more United States persons are authorized to control all substantial decisions of the trust.

    A US holder should consult its own tax advisor regarding the United States federal, state and local tax consequences of owning and disposing of common shares in its particular circumstances.

    The tax treatment of common shares will depend in part on whether or not we are classified as a passive foreign investment company, or PFIC, for United States federal income tax purposes. Except as discussed below under “—PFIC Rules”, this discussion assumes that we are not classified as a PFIC for United States federal income tax purposes.

    Taxation of Distributions

    Under the United States federal income tax laws, the gross amount of any distribution paid in stock or cash out of our current or accumulated earnings and profits (as determined for United States federal income tax purposes), other than certain pro-rata distributions of our common shares, will be treated as a dividend that is subject to United States federal income taxation. For a non-corporate US holder, dividends paid that constitute qualified dividend income will be taxable at the preferential rates applicable to long-term capital gains, provided that the non-corporate US holder holds the common shares for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date and provided it meets other holding period requirements. Dividends paid with respect to the common shares generally will be qualified dividend income provided that, in the year in which the dividend is received, the common shares are readily tradable on an established securities market in the United States. Our common shares are listed on the New York Stock Exchange and we therefore expect that dividends will be qualified dividend income. A US holder must include any Dutch tax withheld from the dividend payment in this gross amount even though it does not in fact receive it. The dividend is taxable to a US holder when it receives the dividend, actually or constructively. The dividend will not be eligible for the dividends-received deduction generally allowed to United States corporations in respect of dividends received from other United States corporations. For dividend payments made in euro, the amount of the dividend distribution that a US holder must include in its income will be the US dollar value of the euro payments made, determined at the spot euro/US dollar rate on the date the dividend is distributed, regardless of whether the payment is in fact converted into US dollars. Generally, any gain or loss resulting from currency exchange fluctuations during the period from the date the dividend is distributed to the date a US holder converts the payment into US dollars will be treated as ordinary income or loss and will not be eligible for the special tax rate applicable to qualified dividend income. The gain or loss generally will be income or loss from sources within the United States for foreign tax credit limitation purposes. Distributions in excess of current and accumulated earnings and profits, as determined for United States federal income tax purposes, will be treated as a non-taxable return of capital to the extent of a US holder’s basis in the common shares and thereafter as capital gain. However, we do not expect to calculate earnings and profits in accordance with United States federal income tax principles. Accordingly, US holders should expect to generally treat distributions we make as dividends.

    Subject to certain limitations (including, but not limited to, those described in this paragraph), the Dutch tax withheld in accordance with the US Tax Treaty and paid over to the Netherlands will be creditable or deductible against a US holder’s United States federal income tax liability. However, the Dutch withholding tax may not be creditable or deductible to the extent that we reduce (as described above under “Dutch taxation - Dividend withholding tax”) the amount of withholding tax paid over to the Netherlands by crediting taxes withheld from certain dividends received by us. In addition, special rules apply in determining the foreign tax credit limitation with respect to dividends that are subject to the preferential tax rates. To the extent reduction or refund of the tax withheld is available under Dutch law, or under the US Tax Treaty, the amount of tax withheld that could have been reduced or that is refundable will not be eligible for credit against United States federal income tax liability. Dividends will generally be income from sources outside the United States, and will generally be “passive” income for purposes of computing the foreign tax credit allowable to the holder. In addition, to the extent an amount of Dutch tax withheld is contingent on the availability of a credit against the amount of income tax owed to another country, that amount of Dutch tax withheld will not be eligible for a credit against the US holder’s United States federal income tax liability.

    Taxation of Capital Gains

    A US holder that sells or otherwise disposes of its common shares will recognize capital gain or loss for United States federal income tax purposes equal to the difference between the US dollar value of the amount that it realizes and its tax basis, determined in US dollars, in its common shares. Capital gain of a non-corporate US holder is generally taxed at preferential rates where the property is held more than one year. The gain or loss will generally be income or loss from sources within the United States for foreign tax credit limitation purposes.

    Passive Foreign Investment Company Rules

    We believe that the common shares should currently not be treated as stock of a PFIC for United States federal income tax purposes, and we do not expect to become a PFIC in the foreseeable future. However, this conclusion is a factual determination that is made annually and thus may be subject to change. It is therefore possible that we could become a PFIC in a future taxable year. If we are treated as a PFIC, gain realized on the sale or other disposition of the common shares would in general not be treated as capital gain. Instead, unless a US holder elects to be taxed annually on a mark-to-market basis with respect to the common shares, a US holder would generally be treated as if it had realized such gain and certain “excess distributions” ratably over the holding period for the common shares and would be taxed at the highest tax rate in effect for each such year to which the gain was allocated, in addition to which an interest charge in respect of the tax attributable to each such year would apply. Any dividends received by a US holder will not be eligible for the special tax rates applicable to qualified dividend income if we are treated as a PFIC with respect to such US holder either in the taxable year of the distribution or the preceding taxable year, but instead will be taxable at rates applicable to ordinary income and subject to the excess distribution regime described above.

    14.4Investor information

    14.3.114.4.1Share information

    Philips Group

    Share information at year-end 20222023

    Share listingsEuronext Amsterdam, New York Stock Exchange
    Ticker codePHIA, PHG
    No. of shares issued889914 million
    No. of shares issued and outstanding881906 million
    Market capitalizationEUR 1219 billion
    Industry classification 
    MSCI: Health Care Equipment35101010
    ICB: Medical Equipment4535
    Members of indices

    AEX, NYSE, DJSI,

    STOXX Europe 600 Healthcare,

    MSCI Europe Health Care

    The following information is based on a shareholder base analysis carried out for investor relations purposes by an independent provider in December 2022.2023.

    Philips Group

    Shareholders by region at year-end1)

     20222023
    United States44%40%
    Netherlands16%
    United Kingdom13%14%
    CanadaSwitzerland5%
    France5%4%
    Rest of Europe15%9%
    Retail and Other2)18%16%
    1)1)Approximate split based on shareholders identified.2)2)No geography identified for Retail and Other.

    Philips Group

    Shareholders by style at year-end1)

     20222023
    Value32%49%
    Index14%
    Growth13%11%
    GARP18%
    Index15%11%
    Retail12%9%
    Other8%6%
    Hedge Fund2%1%
    1)1)Approximate split based on shareholders identified.

    14.3.214.4.2Financial calendar

    Financial calendar

    Annual General Meeting of Shareholders 
    Record date 20232024 AGMApril 11, 20239, 2024
    20232024 AGMMay 9, 20237, 2024
    Quarterly reports1) 
    First quarter results 20232024April 24, 202329, 2024
    Second quarter results 20232024July 24, 202329, 2024
    Third quarter results 20232024October 23, 202328, 2024
    Fourth quarter results 20232024January 29, 2024February 3, 2025
    1)1)Subject to updates of the financial calendar as published on the company's website

    20232024 Annual General Meeting of Shareholders

    The Agenda and the explanatory notes to the Agenda for the Annual General Meeting of Shareholders on May 9, 2023,7, 2024, will be published on the company’s website.

    For the 20232024 Annual General Meeting of Shareholders, a record date of April 11, 20239, 2024 will apply. Those persons who, on that date, hold shares in the company, and are registered as such in one of the registers designated by the Board of Management for the Annual General Meeting of Shareholders, will be entitled to participate in, and vote at, the meeting.

    14.3.314.4.3Investor contact

    Shareholder services

    Shareholders and other interested parties can make inquiries about the Annual Report 20222023 to:

    Royal Philips
    Annual Report Office
    Philips Center
    P.O. Box 77900
    1070 MX Amsterdam, The Netherlands
    E-mail: annual.report@philips.com

    The Annual Report on Form 20-F is filed electronically with the US Securities and Exchange Commission.

    Holders of shares listed on Euronext Amsterdam

    Communications concerning share transfers, share certificates, dividends and change of address should be directed to:

    ABN AMRO Bank N.V.
    Department Equity Capital Markets/Corporate Broking and Issuer Services HQ7212
    Gustav Mahlerlaan 10, 
    1082 PP Amsterdam, The Netherlands
    Telephone: +31-20-628-6070

    E-mail: corporate.broking@nl.abnamro.com

    Holders of New York Registry shares

    Communications concerning share transfers, share certificates, dividends and change of address should be directed to:

    Deutsche Bank Trust Company Americas
    C/O ASTEquiniti Trust Company LLC
    6201 15th Avenue Brooklyn,Peck Slip Station, PO Box 2050, New York NY 1121910272-2050
    Telephone (toll-free US): +1-866-706-8374
    Telephone (outside of US): +1-718-921-8137
    Website: www.astfinancial.comwww.equiniti.com
    E-mail: db@astfinancial.comadr@equiniti.com

    International direct investment program

    Royal Philips offers a Dividend Reinvestment and Direct Stock Purchase Plan designed for the US market. This program provides existing shareholders and interested investors with an economical and convenient way to purchase and sell Philips New York Registry shares (listed at the New York Stock Exchange) and to reinvest cash dividends. Deutsche Bank (the registrar of Philips NY Registry shares) has been authorized to implement and administer both plans for registered shareholders of and new investors in Philips NY Registry shares. Philips does not administer or sponsor the Program and assumes no obligation or liability for the operation of the plan. For further information on this program and for enrollment forms, contact:

    Deutsche Bank Global Direct Investor ServicesTrust Company Americas
    C/O Equiniti Trust Company LLC
    PO Box 10027, Newark NJ 07101

    Telephone (toll-free(toll free US): +1-866-706-8374
    Telephone (outside of US): +1-718-921-8137
    Monday through Friday 8:00 AM EST through 8:00 PM EST
    Website www.astfinancial.com
    Website: www.equiniti.com
    E-mail: db@astfinancial.com

    or write to:

    Deutsche Bank Trust Company Americas
    IC/O AST
    6201 15th Avenue Brooklyn, NY 11219
    adr@equiniti.com

    Analysts’ coverage

    Royal Philips is covered by approximately 20 analysts. For a list of our current analysts, please refer to: www.philips.com/a-w/about/investor/stock-info/analyst-coverage.html

    How to reach us

    Investor Relations contact

    Royal Philips
    Philips Center
    P.O. Box 77900
    1070 MX Amsterdam, The Netherlands
    Telephone: +31-20-59 77222
    Website: www.philips.com/investor
    E-mail: investor.relations@philips.com

    Leandro Mazzoni
    Head of Investor Relations
    Telephone: +31-20-59 77222

    Derya Guzel
    Investor Relations Director
    Telephone: +31-20-59 77222

    Dorin Danu
    Investor Relations Director
    Telephone: +31-20-59 7722277055

    Global Sustainability contact

    Royal Philips
    High Tech Campus 51, 1st floor 
    5656 AG Eindhoven, The Netherlands
    Telephone: +31-40-27 83651
    Website: www.philips.com/sustainability
    E-mail: philips.sustainability@philips.com

    Global Press Office contact

    Royal Philips
    Philips Center
    Amstelplein 2
    1096 BC Amsterdam, The Netherlands
    E-mail: group.communications@philips.com
    For media contacts please refer to:
    https://www.philips.com/a-w/about/news/contacts.html

    Registered address

    High Tech Campus 52, 5656 AG Eindhoven, The Netherlands

    14.3.414.4.4New York Registry Shares

    Fees and Charges Payable by a Holder of New York Registry Shares

    Deutsche Bank Trust Company Americas (“Deutsche Bank”), as the US registrar, transfer, dividend disbursement and shareholder servicing agent (“Agent”) under Philips’ New York Registry Share program (the “Program”), collects fees for the issuance, cancellation and/or transfer of New York Registry Shares directly from investors depositing ordinary shares or surrendering New York Registry Shares for the purpose of withdrawal or from intermediaries acting for them. The Agent collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of the distributable property to pay the fees.

    The Agent may charge shareholders a fee of up to USD 5.00 per 100 shares for the exchange of New York Registry shares for shares and vice versa, for certain free distributions of shares and for shares issued upon exercise of rights, as well as for certain taxes, fees and expenses incurred in connection with issuances and cancellations. The Agent is also permitted to charge a distribution fee of USD 0.05 per share to holders of New York Registry Shares in connection with a corporate action or event unless certain fees are otherwise charged to Philips.

    Fees and Payments made by the Agent to Philips

    The Agent has agreed to reimburse certain expenses of Philips related to the Program and incurred by Philips in connection with the Program. The Agent has also agreed to waive certain fees for standard costs associated with the administration of the program.

    The Agent has reimbursed EUR 651,311207,056 directly to Philips in the year ended December 31, 2022.2023. The Agent paid a total amount of EUR 213,651161,606 directly to third parties in the year ended December 31, 2022.2023.

    Category of Expense paid directly to third parties

    in EUR

     amount in the year ended December 31, 20222023
    Reimbursement of Proxy Process Expenses128,98957,271
    Reimbursement of Scrip Dividend ExpensesDTC lists325
    NYSE Listing Fee84,662104,009
    Expense paid directly to third parties213,651161,606

    Under certain circumstances, including removal of the Agent or termination of the Program by Philips, Philips is required to repay the Agent certain amounts reimbursed and/or expenses paid to or on behalf of Philips.

    14.414.5Definitions and abbreviations

    Actionable

    In the context of the Respironics recall, actionable registrations are those that contain the necessary information needed to complete the remediation and are not awaiting further information, including from patient registrants.

    Artificial Intelligence (AI)

    Philips embraces the following formal definition of AI (source: European Commission High-Level Expert Group definition AI): Artificial intelligence (AI) systems are software (and possibly also hardware) systems designed by humans that, given a complex goal, act in the physical or digital dimension by perceiving their environment through data acquisition, interpreting the collected structured or unstructured data, reasoning on the knowledge, or processing the information, derived from this data and deciding the best action(s) to take to achieve the given goal.

    AI systems can either use symbolic rules or learn a numeric model, and they can also adapt their behavior by analyzing how the environment is affected by their previous actions.

    As a scientific discipline, AI includes several approaches and techniques, such as machine learning (of which deep learning and reinforcement learning are specific examples), machine reasoning (which includes planning, scheduling, knowledge representation and reasoning, search, and optimization), and robotics (which includes control, perception, sensors and actuators, as well as the integration of all other techniques into cyber-physical systems).

    See also Philips AI Principles.

    Brominated flame retardants (BFR)

    Brominated flame retardants are a group of chemicals that have an inhibitory effect on the ignition of combustible organic materials. Of the commercialized chemical flame retardants, the brominated variety are most widely used.

    Business/Business unit

    In the Philips Operating Model, our three operating segments are made up of six businesses, which are in turn comprised of 18 business units. See also the entry under Segment.

    CO2-equivalent

    CO2-equivalent or carbon dioxide equivalent is a quantity that describes, for a given mixture and amount of greenhouse gas, the amount of CO2 that would have the same global warming potential (GWP), when measured over a specified timescale (generally 100 years).

    Circular economy

    A circular economy aims to decouple economic growth from the use consumption of natural resources by optimizing their use, eliminating waste and ecosystems by using those resources more effectively. By definition itpollution, and circulating products and materials for as long as possible, while giving natural systemsthe opportunity to regenerate themselves.

    Circular Materials Management

    Circular Materials Management is a driverKPI for innovationpromoting an increase in the areasproportion of material, componentwaste treated using waste management hierarchy levels that are circular: prevention, re-use, and product reuse, as well as new business models such as solutions and services. In arecycling. Circular Economy,Materials Management % is the more effective useproportion of materials makes it possiblemanaged circularly in comparison to create more value,the total used materials baseline. The total used materials baseline is the total of both circular and linear waste, excluding linear disposal of waste that is required by cost savings and by developing new markets or growing existing ones.

    law. Circular MaterialMaterials Management

    Circular Material Management has replaced the includes recycling, percentage at Philips, as we endeavor to reduce total material use. The Circular Material Management percentage includes circular measures such as waste prevented, reusere-use, prevention and other recovery but(e.g. repurposing). It excludes all linear disposal, which is classified as waste delivered to landfillenergy, incineration and incineration (with and without energy recovery) due to regulatory requirements.landfill.

    Circular Revenues

    Circular Revenues are defined by revenues generated throughfrom Philips products, services and solutions that meet specific Circular Economy requirements.contribute to circular practices. Propositions that qualify for circular revenues must comply with the requirements for at least one of the circular revenue categories. These include, performance and access-based business models, refurbished, reconditioned and remanufactured products and systems, refurbished, reconditioned and remanufactured components, upgrades or refurbishment on site or remote, andamong others, products with low weight or containing a minimum threshold of recycled or bio-based plastics, contentas-a-service models, software running in the cloud, telehealth, upgrades, lifetime extensions, and refurbished equipment.

    Closing the Loop / reclaimed equipment

    Closing the loop means we are embedding a policy to responsibly take back all professional medical equipment sold directly to customers as part of >25% post-consumera trade-in offer or as a service at customer request. As part of the policy, we will ensure that equipment coming back to us is, where feasible, made available for refurbishment and/or parts recovery, or locally recycled plastics or >30% post-industrial/post-consumer recycled plasticsin a certified way to ensure it does not end up in landfill. We monitor the impact of our policies by total weightmeasuring the amount of eligible plastics.equipment that we collect from our customers. We report on this as ‘reclaimed equipment’.

    Dividend yield

    The dividend yield is the annual dividend payment divided by Philips’ market capitalization. All references to dividend yield are as of December 31 of the previous year.

    EcoHeroes

    Philips’ ‘EcoHeroes’ concept aims to drive innovation beyond our EcoDesign requirements, delivering solutions that are demonstrably setting the pace in terms of environmental impact. EcoHeroesAn EcoHero product meets all EcoDesign requirements applicable to new product introductions and outperform the relevant benchmarks in at least one of the focal areas; any comparative sustainability claim is underpinned by a quantitative analysis. Our target is to have 25%areas of total hardware revenue coming from EcoHeroes by 2025.EcoDesign (Energy, Packaging, Substances and Circularity).

    Employee Engagement Index (EEI)

    The Employee Engagement Index (EEI) is the single measure of the overall level of employee engagement at Philips. It is a combination of perceptions and attitudes related to employee satisfaction, commitment and advocacy.

    Energy-using Products (EuP)

    An energy-using product is a product that uses, generates, transfers or measures energy (electricity, gas, fossil fuel). Examples include boilers, computers, televisions, transformers, industrial fans and industrial furnaces.

    Functions

    In the Philips Operating Model, Philips' businesses are supported by lean Functions. The Functions deliver cost-effective services, ensure legal & regulatory requirements are deployed, and propose Enterprise policies, standards, guidance and infrastructure, as well as providing functional capabilities and expertise (e.g. via Centers of Excellence).

    Full-time equivalent employee (FTE)

    Full-time equivalent is a way to measure a worker’s involvement in a project. An FTE of 1.0 means that the person is equivalent to a full-time worker, while an FTE of 0.5 signals that the worker works half-time.

    Global Reporting Initiative (GRI)

    The Global Reporting Initiative (GRI) is a network-based organization that pioneered the world’s most widely used sustainability reporting framework. GRI is committed to the framework’s continuous improvement and application worldwide. GRI’s core goals include the mainstreaming of disclosure on environmental, social and governance performance.

    Green/EcoDesigned Innovation

    Green/EcoDesigned Innovation comprises all R&D activities directly contributing to the intended development of Green/EcoDesigned Products or Green/EcoDesigned Technologies. Innovation projects are characterized as Green/EcoDesigned based on the innovation brief; this designation is not revised during the project lifetime.Products.

    Green/EcoDesigned Products

    A Green/EcoDesigned Products offer a significant environmental improvementProduct must comply with all applicable legal requirements, Philips policies, and all stated EcoDesigned Product requirements in one or more Green Focal Areas:our four focal areas: Energy, efficiency, Packaging, Hazardous substances, Weight,Substances, Circularity and Lifetime reliability.Packaging. The life cycle approachaim is used to determine a product’s overall environmental improvement. It calculatesimprove the environmental impactenergy efficiency of a product over its total life cycle (raw materials, manufacturing, productour products, use less resources and disposal). Green/EcoDesigned Products needmore recycled content, avoid the use of hazardous substances, design for circularity, and make our packaging easier to prove leadership in at least one Green Focal Area compared to industry standards, which is defined by a segment-specific peer group. This is done either by outperforming reference products (which can be a competitor or predecessor product in the particular product family) by at least 10%, by outperforming product-specific eco-requirements or by being awarded with a recognized eco-performance label. Because of different product portfolios, businesses have specified additional criteria for Green/EcoDesigned Products, including product specific minimum requirements where relevant.recycle and re-use.

    Green/EcoDesigned Revenues

    Green/EcoDesigned Revenues are generated through products and solutions which offer a significant environmental improvement in one or more ofthat meet the Green Focal Areas: Energy efficiency, Packaging, Hazardous substances, Weight, Circularity, and Lifetime reliability. Green/EcoDesigned Revenues are determined by classifying the environmental impact of the product or solution over its total life cycle. Philips uses Green/EcoDesigned Revenues as a measure of social and economic performance in addition to its environmental results. The use of this measure may be subject to limitations as it does not have a standardized meaning and similar measures could be determined differently by other companies. A product or solution that has been determined to contribute to Green/EcoDesigned Revenues will continue to do so until it is decommissioned.Products definition.

    Growth geographies

    Growth geographies areconsists of the grouping 'Growth', which comprises the developing geographies comprising of Asia Pacific (excluding Japan, South Korea, Australia and New Zealand), Latin America, Central & Eastern Europe, Middle East & Turkey (excluding Israel) and Africa.

    Hazardous substances

    Hazardous substances are generally defined as substances posing imminent and substantial danger to public health and welfare or the environment.

    Income from operations (EBIT)

    Income from operations as reported on the IFRS consolidated statement of income. The term EBIT (earnings before interest and tax) has the same meaning as Income from operations.

    Income from continuing operations

    Income from continuing operations as reported on the IFRS consolidated statement of income, which is net income from continuing operations, or net income excluding discontinued operations.

    Large medical equipment

    MRI systems, CT scanners, NM systems, DXR equipment, and IGT Fixed systems. This includes all Main Article Groups (MAGs) in the portfolio of these business units, except for the MAGs that represent non-life-extending upgrades: 'T82', 'Q72', 'I66', 'X19', 'Q71', 'W62', 'P10', 'S08', 'S14', 'Q74', 'S47', 'S33', 'Z44', 'S66', 'Q76', 'BI9'.

    Lean

    The basic insight of Lean thinking is that if every person is trained to identify wasted time and effort in their own job and to better work together to improve processes by eliminating such waste, the resulting enterprise will deliver more value at less expense.

    Lives improved by Philips

    To calculate how many lives we are improving, market intelligence and statistical data on the number of people touched by the products contributing to the social or ecological dimension over the lifetime of a product are multiplied by the number of those products delivered in a year. After elimination of double counts – multiple different product touches per individual are only counted once – the number of lives improved by our innovative solutions is calculated.

    Long-term strategic partnership

    Multi-year contractual agreement that represents a partnership to enable long-term collaboration.

    Market/Market Group

    A Market consists of one or more countries operating as a single organization under a Market Leader. Our 17 Market organizations are organized in three market groups: North America, Greater China and International Markets.

    Mature geographies

    Mature geographies are the highly developed markets comprising ofconstituting three geographic areas: Western Europe, North America, and Other mature (including Japan, South Korea, Israel, Australia and New Zealand.Zealand).

    Net Promoter Score

    Net Promoter Score®, or NPS®, measures customer experience and predicts business growth. NPS is calculated by taking the answer to a key question on a 0-10 scale: How likely is it that you would recommend [brand] to a friend or colleague? 
    Respondents are grouped as follows: 

    • Promoters (score 9-10) are loyal enthusiasts who will keep buying and refer others, fueling growth. 
    • Passives (score 7-8) are satisfied but unenthusiastic customers who are vulnerable to competitive offerings. 
    • Detractors (score 0-6) are unhappy customers who can damage the brand and impede growth through negative word-of-mouth. 

    Subtracting the percentage of Detractors from the percentage of Promoters yields the Net Promoter Score, which can range from a low of -100 (if every customer is a Detractor) to a high of 100 (if every customer is a Promoter). 

    Operational carbon footprint

    A carbon footprint is the total set of greenhouse gas emissions caused by an organization, event, product or person; usually expressed in kilotonnes CO2-equivalent. Philips' operational carbon footprint is calculated on a monthly basis and includes industrial sites (manufacturing and assembly sites), non-industrial sites (offices, warehouses, IT centers and R&D facilities), business travel (lease and rental cars and airplane travel) and logistics (air, sea and road transport).

    Philips Lighting/Signify

    References to 'Signify' in this Annual Report relate to Philips' former Lighting segment (prior to deconsolidation as from the end of November 2017 and when reported as discontinued operations), Philips Lighting N.V. (before or after such deconsolidation) or Signify N.V. (after its renaming in May 2018), as the context requires.

    Polyvinyl chloride (PVC)

    Polyvinyl chloride, better known as PVC or vinyl, is an inexpensive plastic so versatile it has become completely pervasive in modern society.

    Quadruple Aim

    At Philips, we make value-based care principles actionable by addressing the Quadruple Aim – better health outcomes, improved patient experience, improved staff experience, and lower cost of care.

    REACH

    Registration, Evaluation, Authorization and Restriction of Chemicals (REACH)(REACH;Regulation (EC) No 1907/2006) is a European Union regulation that addresses the production and use (e.g. in products) of chemical substances, and their potential impact on both human health and the environment. This regulation is covered in the Philips Regulated Substances List.

    Regulated Substance List

    Philips Regulated Substances List (RSL) combines legal, industry, and voluntary Philips requirements regarding chemical substances used in Philips products and their packaging, either on a homogenous material level or present in the product as such. The RSL contains restricted and declarable substances.

    Respironics recall

    The voluntary recall notification in the United States and field safety notice outside the United States for certain sleep and respiratory care products initiated by Philips Respironics in 2021.

    Responsible Business Alliance (RBA)

    The Responsible Business Alliance (formerly known as The Electronic Industry Citizenship Coalition (EICC)) was established in 2004 to promote a common code of conduct for the electronics and information and communications technology (ICT) industry. EICC now includes more than 100 global companies and their suppliers.

    Restriction on Hazardous Substances (RoHS)

    The RoHS Directive prohibits all new electrical and electronic equipment placed on the market in the European Economic Area from containing lead, mercury, cadmium, hexavalent chromium, poly-brominated biphenyls (PBB) or polybrominated diphenyl ethers (PBDE)and four phthalates (DEHP, DBP, BBP and DiHP), except in certain specific applications, in concentrations greater than the values decided by the European Commission. These values have been established as 0.01% by weight per homogeneous material for cadmium and 0.1% for the other fivenine substances. This regulation is covered in the Philips Regulated Substances List.

    Segment

    The Philips Operating Model identifies three operating segments – Diagnosis & Treatment, Connected Care and Personal Care – comprised of six businesses and 18 business units, as well as segment Other. Other includes Innovation & Strategy, IP Royalties, Central Costs, and other small items. See also the entry under Business/Business unit.

    Solution

    A combination of Philips (and 3rd-party) systems, devices, software, consumables and services, configured and delivered in a way to solve customer (segment)-specific needs and challenges.

    Sustainable Development Goals

    The Sustainable Development Goals (SDGs) are a collection of 17 global goals set by the United Nations. The broad goals are interrelated though each has its own targets. The SDGs cover a broad range of social and economic development issues. These include poverty, hunger, health, education, climate change, water, sanitation, energy, environment and social justice.

    Sustainable Innovation

    Sustainable Innovation is the Research & Development spend related to the development of new generations of products and solutions that address the United Nations Sustainable Development Goals 3 (Ensure healthy lives and promote well-being for all at all ages) or 12 (Ensure sustainable consumption and production patterns). This includes all Diagnosis & Treatment and Connected Care innovation spend. In addition, innovation spend that contributes to Green Products and healthy living at Personal Health is included. Finally, innovation spend at Other that addresses the SDGs 3 and 112 is included.

    VOC

    Volatile organic compounds (VOCs) are organic chemicals that have a high vapor pressure at ordinary room temperature. Their high vapor pressure results from a low boiling point, which causes large numbers of molecules to evaporate or sublimate from the liquid or solid form of the compound and enter the surrounding air, a trait known as volatility.

    Voluntary turnover

    Voluntary turnover covers all employees who resigned of their own volition.

    Waste Electrical and Electronic Equipment (WEEE)

    The Waste Electrical and Electronic Equipment Directive (WEEE Directive) is the European Community directive on waste electrical and electronic equipment setting collection, recycling and recovery targets for all types of electrical goods. The directive imposes the responsibility for the disposal of waste electrical and electronic equipment on the manufacturers of such equipment.

    Weighted Average Statutory Tax Rate (WASTR)

    The reconciliation of the effective tax rate is based on the applicable statutory tax rate, which is a weighted average of all applicable jurisdictions. This weighted average statutory tax rate (WASTR) is the aggregation of the result before tax multiplied by the applicable statutory tax rate without adjustment for losses, divided by the group result before tax.

    15Exhibits

    Index of exhibits

    Exhibit 1English translation of the Articles of Association of the company (incorporated by reference to Exhibit 1 to the Annual Report on Form 20-F (File No. 001-05146-01) filed with the Securities and Exchange Commission on February 27, 2019)
    Exhibit 2 (a)

    Description of securities registered under Section 12 of the Exchange Act

    (Incorporated by reference to Exhibit 2 to the Annual Report on Form 20-F (File No. 001-05146-01) filed with the Securities and Exchange Commission on February 25, 2020)
    The total amount of long-term debt securities of

    Exhibit 2 (b)

    Amended and Restated Trust Deed Related to a €10,000,000,000 Euro Medium Term Note Programme between the company and its subsidiaries authorized under any instrument does not exceed 10% of the total assets of Philips and its subsidiaries on a consolidated basis. Citicorp Trustee Company Limited (as Trustee), dated March 8, 2022

    Philips agrees to furnish copies of any or all suchother instruments under which the long-term debt securities of Philips or its subsidiaries are authorized to the Securities and Exchange Commission upon request.

    Exhibit 4Material Contracts.
    Exhibit 4 (a)

    Services contract between the company and R.W.O. Jakobs

    Exhibit 4 (b)

    Services contract between the company and A. Bhattacharya

    (Incorporated (Incorporated by reference to Exhibit 4 (b)(a) to the Annual Report on Form 20-F (File No. 001-05146-01) filed with the Securities and Exchange Commission on February 25, 2020)21, 2023)

    Exhibit 4 (b)

    Services contract between the company and A. Bhattacharya

    Exhibit 4 (c)

    Services contract between the company and M.J. van Ginneken
    (Incorporated by reference to Exhibit 4 (c) to the Annual Report on Form 20-F (File No. 001-05146-01) filed with the Securities and Exchange Commission on February 22, 2022) 

    Exhibit 4 (d)

    Global Philips Performance Share Plan applicable to the Board of Management of Koninklijke Philips N.V.
    (Incorporated by reference to Exhibit 4(d) to the Annual Report on Form 20-F (File No. 001-05146-01) filed with the Securities and Exchange Commission on February 23, 2021)

    Exhibit 4 (e)Services contract between the company and F.A. van Houten (Incorporated by reference to Exhibit 4 (a) to the Annual Report on Form 20-F (File No. 001-05146-01) filed with the Securities and Exchange Commission on February 25, 2020)
    Exhibit 4 (f)Relationship Agreement between the company and Exor N.V.
    Exhibit 8List of Subsidiaries.
    Exhibit 12 (a)Certification of R.W.O. Jakobs filed pursuant to 17 CFR 240. 13a-14(a).
    Exhibit 12 (b)Certification of A. Bhattacharya filed pursuant to 17 CFR 240. 13a-14(a).
    Exhibit 13 (a)Certification of R.W.O. Jakobs furnished pursuant to 17 CFR 240. 13a-14(b).
    Exhibit 13 (b)Certification of A. Bhattacharya furnished pursuant to 17 CFR 240. 13a-14(b).
    Exhibit 15 (a)EY Consent of independent registered public accounting firm.
    Exhibit 97Clawback policy
    101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
    101.SCHXBRL Taxonomy Extension Schema Document.
    101.CALXBRL Taxonomy Extension Calculation Linkbase Document.
    101.DEFXBRL Taxonomy Extension Definition Linkbase Document.
    101.LABXBRL Taxonomy Extension Label Linkbase Document.
    101.PREXBRL Taxonomy Extension Presentation Linkbase Document

    Signatures

    The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.

    KONINKLIJKE PHILIPS N.V.

    (Registrant)








    /s/ R.W.O. Jakobs
    R.W.O. Jakobs

    (Chief Executive Officer, Chairman of the Board of Management and the Executive Committee)

    /s/ A. Bhattacharya
    A. Bhattacharya

    (Chief Financial Officer, Member of the Board of Management and the Executive Committee)

     
    Date: February 21, 202320, 2024