UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-5546
DIVISION OF
CORPORATION FINANCE
Mail Stop 5546
March 21, 2006
Via Facsimile 011 31 20 59 77 140 and US Mail
G.J. Kleisterlee
President
Royal Philips Electronics
Breitner Center, Amstelplein 2
1096 BC Amsterdam,
The Netherlands
Re: Royal Philips Electronics
Form 20-F for the Fiscal Year Ended December 31, 2005
Filed February 13, 2006
File No. 1-05146
Dear Mr. Kleisterlee:
We have limited our review of the above filing to
disclosures
relating to your contacts with countries that have been identified
as
state sponsors of terrorism, and we will make no further review of
the filing. Our review with respect to this issue does not
preclude
further review by the Assistant Director group with respect to
other
issues. At this juncture, we are asking you to provide us with
supplemental information so that we may better understand your
disclosure. Please be as detailed as necessary in the explanation
you provide for these comments. After reviewing this information,
we
may or may not raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
General
1. We note from public media sources and your website that you may
have existing or anticipated operations associated with Cuba, Iran
and Syria. We note a March 15, 2003 interview with Gerard
Kleisterlee in which he states that several Middle East countries
have increasing interest to the company, with Iran being one of
the
named countries. Your Form 20-F includes no disclosure regarding
operations in any of these countries. Please describe your
current,
historical and anticipated operations in, and contacts with, Cuba,
Iran and Syria, including through subsidiaries, affiliates, joint
ventures and other direct and indirect arrangements.
2. In light of the fact that Cuba, Iran and Syria are identified
as
state sponsors of terrorism by the U.S. State Department and
subject
to economic sanctions and controls administered by the U.S.
Treasury
Department`s Office of Foreign Assets Control and the U.S.
Commerce
Department`s Bureau of Industry and Security, please address the
materiality of any operations or contacts described in response to
comment one above. Also, please present your view as to whether
any
such arrangements or other contacts constitute a material
investment
risk for your security holders.
3. In preparing your response please address materiality in
quantitative terms, including the approximate dollar amount of
revenues and assets associated with Cuba, Iran and Syria. Your
response should also include consideration of qualitative factors
that a reasonable investor would deem important in making an
investment decision, including the potential impact of corporate
activities upon a company`s reputation and share value as a result
of
operating in countries identified as state sponsors of terrorism.
We
note that Arizona and Louisiana have adopted legislation requiring
their state retirement systems to prepare reports regarding state
pension fund assets invested in and/or permitting divestment of
state
pension fund assets from companies that do business with U.S.-
designated state sponsors of terrorism. Florida requires issuers
to
disclose in their prospectuses any business contacts with Cuba or
persons located in Cuba. Your qualitative analysis should address
the potential impact of the investor sentiment evidenced by these
actions directed toward companies operating in Cuba, Iran and
Syria.
Please respond to these comments within 10 business days or
tell us when you will provide us with a response. Please
understand
that we may have additional comments after reviewing your
amendment
and responses to our comments. Please file your response letter
on
EDGAR.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Exchange Act of
1934 and that they have provided all information investors require
for an informed investment decision. Since the company and its
management are in possession of all facts relating to the
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
staff comments or changes to disclosure in response to staff
comments
do not foreclose the Commission from taking any action with
respect
to the filings; and
the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.
Please contact James Lopez at (202) 551-3536 if you have any
questions about the comments or our review. You may also contact
me
at (202) 551-3470.
Sincerely,
Cecilia D. Blye, Chief
Office of Global Security
Risk
cc: Peggy Fisher
Assistant Director
Division of Corporation Finance
G.J. Kleisterlee
Royal Philips Electronics
March 21, 2006
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