Annual Report 2008
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Discontinued operations

MedQuist

On August 6, 2008, the Company announced that it had completed the sale of its approximately 70% ownership interest in MedQuist to CBaySystems Holdings (CBAY) for a consideration of USD 287 million. The consideration was composed of a cash payment of USD 98 million, a promissory note of USD 26 million, a convertible bond of USD 91 million, and a pre-closing cash dividend of USD 72 million. The promissory note is included in Other receivables, the convertible bond in Other non-current financial assets.

The financial results attributable to the Company's interest in MedQuist have been presented as discontinued operations. The decision to proceed with the sale, which was made in 2007, resulted in an impairment of EUR 16 million in 2007. This charge did not affect equity as it related to the cumulative translation differences of the USD-denominated investment in MedQuist, which accumulated within equity since the adoption of IFRS.

The following table summarizes the results of the MedQuist business included in the consolidated statements of income as discontinued operations for 2006, 2007 and 2008:

 
 
2006
2007
2008
 
 
 
 
Sales
293
244
128
Costs and expenses
(304)
(271)
(131)
Gain on sale of discontinued operations
15
Impairment charge
(63) 1)
Income (loss) before taxes
(11)
(90)
12
Income taxes
29
(8)
(3)
Result of equity-accounted investees
1
Minority interests
4
1
Results from discontinued operations
18
(93)
10
 
1) Including EUR 47 million following the 2007 annual impairment test.

The following table presents the assets and liabilities of the MedQuist business, classified as discontinued operations, in the consolidated balance sheets as at December 31, 2007:

 
 
2007
 
 
Cash and cash equivalents
108
Accounts receivable
41
Equity-accounted investees
4
Property, plant and equipment
16
Intangible assets including goodwill
127
Other assets
23
Assets of discontinued operations
319
 
 
Accounts payable
9
Provisions
32
Other liabilities
37
Liabilities of discontinued operations
78
 

Semiconductors

On September 29, 2006, the Company sold a majority stake in its Semiconductors division to a private equity consortium led by Kohlberg Kravis Robert & Co. (KKR). The transaction consisted of the sale of the division for a total consideration of EUR 7,913 million and a simultaneous acquisition of a minority interest in the recapitalized organization NXP Semiconductors (NXP) at a cost of EUR 854 million. A gain of EUR 3,683 million was recorded on the sale, net of taxes, and net of costs directly associated with this transaction of approximately EUR 68 million.

The operations of the Semiconductors division and the aforementioned gain have been presented as discontinued operations.

The Company's ownership interest in NXP is 19.8%. The Company cannot exert significant influence over the operating or financial policies of NXP and, accordingly, the investment is accounted for under Other non-current financial assets.

Philips and NXP have continuing relationships through shared research and development activities and through license agreements. Additionally, through the purchase of semiconductor products for the Consumer Lifestyle sector, Philips and NXP will have a continuing relationship for the foreseeable future. The Company assessed the expected future transactions and determined that the cash flows from these transactions are not significant direct cash flows.

The following table summarizes the results of the Semiconductors division included in the consolidated statements of income as discontinued operations for the period through its divestment on September 29, 2006. The 2007 results mainly relate to the settlement of the transaction and various local income taxes. The 2008 results mainly related to the settlement of income taxes, largely operational in nature.

 
 
2006
2007
2008
 
 
 
 
Sales
3,681
Costs and expenses
(3,000)
(65)
Gain (loss) on sale of discontinued operations
4,323
15
(3)
Income (loss) before taxes
5,004
(50)
(3)
Income taxes
(790)
5
(4)
Result of equity- accounted investees
(63)
Minority interests
(49)
Results from discontinued operations
4,102
(45)
(7)
 
Prior-period amounts have been restated to reflect a change in accounting policy related to pensions (see Significant accounting policies, Change in accounting policy).

The following table shows the components of the gain from the sale of the Semiconductors division, net of tax on December 31, 2006:

 
 
2006
 
 
Consideration
7,913
Carrying value of net assets disposed
(3,522)
Cost of disposal
(68)
Gain on disposal before taxes
4,323
Income taxes
(640)
Gain on sale
3,683
 

Philips Mobile Display Systems

On November 10, 2005, Philips and Toppoly Optoelectronics Corporation of Taiwan announced that they had signed a binding letter of intent to merge Philips' Mobile Display Systems (MDS) business with Toppoly. The Company was named TPO, and the transaction was completed in the first half of 2006.

Philips separately reported the results of the MDS business as a discontinued operation.

The following table summarizes the results of the MDS business included in the consolidated statements of income as discontinued operations for 2006, which mainly relate to translation differences upon completion of the transaction.

 
 
2006
 
 
Sales
194
Costs and expenses
(160)
Income (loss) from operations
34
Financial income and expenses
Income (loss) before taxes
34
Income taxes
Results from discontinued operations
34
 

This is an interactive electronic version of the Philips Annual Report 2008 and also contains certain information in summarized form. The contents of this version are qualified in their entirety by reference to the printed version of the Philips Annual Report 2008. The printed version is available as a PDF file on this website. Information about: forward-looking statements, third-party market share data, fair value information, US GAAP basis of presentation, use of non-US GAAP information, statutory financial statements and management report, revision and reclassifications and analysis of 2007 compared to 2006.
216
217
Notes to the US GAAP financial statements
Notes to the IFRS financial statements
Notes to the Company financial statements
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