Professional Documents
Culture Documents
NSN Form 2013
NSN Form 2013
Enabling
a mobile
world
Annual Report 2012
4
Overview
Business review
Governance
Financial Statements
1
2
54 Corporate Governance
Consolidated Financial
Statements 2012
62 Consolidated Income
Statement
63 Consolidated Statement
ofComprehensive Income
64 Consolidated Statement
ofFinancial Position
65 Consolidated Statement
ofCash Flows
66 Consolidated Statement
ofChanges in Shareholders
Equity
67 Notes to the Consolidated
Financial Statements
Company Financial
Statements2012
Other Information
Overview
1
2
4
6
8
9
10
Mobile
Broadband
Global
Services
Mobile Broadband
Our Mobile Broadband business unit provides mobile
operators with radio and core network software together
withthe hardware needed to deliver mobile voice and data
services. The product portfolio includes Liquid software,
which allows unrivalled flexibility and adaptability including
migration towards a cloud architecture; network management
tools that provide a real-time view of the network performance
and quality of service; and customer experience management
software that monitors and adapts network and service
experience.
Global Services
The Global Services business unit provides mobile
operators with a broad range of services, including
professional services, network implementation and
customer care services. Within professional services
arenetwork planning and optimization, systems
integration and managed services for network
andserviceoperations.
Key statistics
Achievements
An industry-leading 4G
(LTE)portfolio with 77
commercial contracts
atyear-end 2012
58 400 employees
Substantial improvements
inall areas of product quality,
including a 32% year-onyear reduction in open
customer defects
Financial highlights
13.4bn
822m
30.7%
1.3bn
Operating profit before specific items* of 822m, up145%
from335min2011.
Net sales
Operating profit before specific items
Operating profit % before specific items
Operating loss after specific items
Operating loss % after specific items
Loss for the year
EBITDA before specific items
13 372
822
6.1%
(741)
(5.5%)
(1 445)
1 094
*T
he before specific items financial measure excludes specific items for all periods:
restructuring charges, country/contract exit charges, merger-related charges,
purchase price accounting related charges and other one-time charges.
t December 31, 2012, Optical Networks was classified as a disposal group
A
heldfor sale and is presented as discontinued operations on a separate
incomestatement line, Loss for the year from discontinued operations.
Allcomparative Optical Networks results for the years ended December 31,
2011and 2010 have been re-presented as discontinued operations on the
faceof the income statement.
Operational highlights
Successful transition to a focused
mobile broadband company:
Drawing on
our expertise
Left to right:
Jesper Ovesen
Chairman of the Board
of Nokia Siemens Networks
Juha krs
Executive Vice President
Human Resources of Nokia
55
Timo Ihamuotila
Executive Vice President
Chief Financial Officer of Nokia
Louise Pentland
Executive Vice President
Chief Legal Officer of Nokia
Joe Kaeser
Member of the Managing Board and
Chief Financial Officer of Siemens
Peter Y. Solmssen
Member of the Managing Board and
General Counsel of Siemens
Barbara Kux
Member of the Managing Board
and Chief Sustainability Officer
of Siemens
Outgoing
Niklas Savander
Riikka Tieaho
Siegfried Russwurm
Country: Japan
Number of subscribers: 31 million
Strategic focus: Information
Revolution Happiness for
everyone
10
Overview
Business
review
12
16
18
21
22
24
26
28
29
47
48
50
52
11
Delivering on a promise
Excellent progress
made in delivering
cost savings
Strong performance in
all key geographical
markets
Strong cash
generation
Rajeev Suri
Chief Executive Officer
12
Net sales
EUR million
14 000
13 645
13 372
13 500
13 000
12 500
12 206
12 000
2010
2011
2012
822
700
500
335
300
166
100
2010
2011
2012
30.7%
31
30
29
28.2%
28
27.5%
27
2010
2011
2012
13
An effective restructuring
At the heart of this story lies a well-designed and effectively
executedrestructuring. In connection with outlining our strategy in
November 2011, we had set ourselves the goal of delivering
EUR 1 billion in cost savings. We were able to raise that target in
early 2013, whereby Nokia Siemens Networks targets to reduce
annualized operating expenses and production overheads,
excluding specific items by more than EUR 1 billion by the end of
2013, compared to the end of 2011.
During 2012, we decreased indirect spending by a fifth. We have
reduced our real estate footprint by approximately 408 000 square
meters. Internal headcount is down by approximately 20%. Five
businesses have been divested, with two more divestments
ongoing. We have exited multiple poorly performing contracts and
ceased from active business in several countries. IT outsourcing
agreements have been signed with ATOS and Wipro.
The restructuring is not just about cost savings, however, but also
about making deep structural changes that will bring us benefits
wellinto the future. For example, we have brought new rigour to
contract management, limiting the impact of ongoing price erosion;
simplified our organization in order to clarify decision-making
andaccountability; and moved forward to renew many of our
end-to-end processes.
Delivering against our strategy
To meet our aim of becoming a mobile broadband powerhouse, we
have focused, both in terms of technology and geography. We have
also put a strong emphasis on quality and innovation as important
differentiators. In 2012, we showed that we are already delivering
against that strategy.
Focus
Our focus on mobile broadband has enabled us to increase our
strengths in this segment. For example, industry analysts put our market
share of 4G (LTE) at about 20%, confirming us as a strong number two
player in this important, fast-growing mobile technology. Our strong
position extends well beyond radio into areas such as professional
services, 4G IMS core, Customer Experience Management (CEM),
Subscriber Data Management (SDM) andbeyond.
We have refocused our attention geographically, categorizing our
regional business according to market conditions. In 2012, this
approach led to successful contracts in the advanced markets of
Japan, South Korea and the USA; significant improvements in the
previously weak Middle East and Africa; and solid performance
across the rest of the markets in which we operate.
Services remain an important part of our business, sharply focused
on those activities that enable our customers to fully exploit the value
of their mobile broadband investments. Our Global Services
business unit showed improved profitability during 2012, partly due
to a refocused portfolio. We are fully committed to taking the units
profitability higher in the future.
14
Quality
Our goal is to ensure that mobile operators can provide their
customers with the best experience. Achieving this requires an
unwavering commitment to quality and we have made that
commitment.
We believe that we can differentiate on quality by concentrating on
the aspects that are most important to mobile operators and their
customers. While we monitor many quality metrics, we have
identified six key ones which are regularly monitored at Board level.
These indicators contribute the most significantly to ensuring the
best experience for mobile operators customers and all showed
significant improvement in 2012.
To take just one example, 24 out of 28 programs met their path to
virtual zero software quality targets. This is a sophisticated quality
improvement technique in which product development projects are
measured against very strict quality goals. This is just one of the
world-class processes that we are proud to have adopted from
Motorola, a recognized leader in quality.
To support our focus on quality, we made the hard decision in 2012
to reset our product roadmaps. This action was not taken lightly, but
we believe that it was necessary to provide our customers with the
quality and predictability that they require. Since this reset, we have
seen a dramatic improvement in the on-time delivery of new
products and features.
Innovation
Our commitment to Research and Development (R&D) is as strong
as ever. We have increased R&D spend in our key businesses and
reduced R&D spend overall to align with our refocused portfolio. For
example, R&D investment for next generation radio and core
increased by 18% between the start of 2011 and the end of 2012.
Our goal is to help fix the real world problems that mobile operators
face and to provide the advanced technology that will give them a
leading edge in competitive markets. Innovations such as our Liquid
Radio which enables the network to adapt to changes in demand,
or in our CEM solutions which help operators maximize the
business returns from network investments demonstrate that our
newly-focused approach to R&D is already paying off.
Recent projects include Dense RAN which is an innovative way to
improve the user experience for mass events like rock concerts,
sporting events and so on at which upload traffic is much higher
than download (as people take and send photos and videos to
friends). This usage is contrary to the usual usage pattern, in which
download demand is higher than upload.
Looking forward
2013 will continue to be a year of change at Nokia Siemens
Networks as we shift our focus from restructuring to transformation.
While we have made remarkable progress, we also recognize that
there is more to do.
2012 also saw the opening of our mobile broadband testing and
development facility in Silicon Valley. Our products and solutions
continue to collect honors from industry peers. These include the
Global Telecoms Business Innovation Award 2012 for our CEM on
Demand products, which are helping mobile operators like
Telkomsel gain deeper insight into their customers experience. We
also launched our Flexi Zone approach for small cell coverage, which
won in its category at the Best of 4G Awards, 4G World and the
Small Cell Forum Industry Awards 2012.
Our people
2012 was a challenging year for everyone at Nokia Siemens
Networks. The significant headcount reduction program that we
started last year was naturally a difficult exercise. Nevertheless, we
saw a nine percentage point increase in the proportion of employees
expressing support for our direction. We will make efforts during
2013 to continue increasing our employee engagement, satisfaction
and motivation.
15
Rajeev Suri
Chief Executive Officer (CEO)
Samih Elhage
Chief Financial Officer (CFO)
16
Deepti Arora
Vice President, Quality
Deepti is responsible for Nokia Siemens
Networks quality strategy and related execution.
She joined Nokia Siemens Networks in 2011
from Motorola Wireless Networks, where she
held the role of Head of Global Quality. Before
this, Deepti was responsible for platform quality
andproduct performance at Motorola Mobility,
and led business operations at Motorola
Software Group. She is based in Chicago, Illinois,
in the USA.
Kathrin Buvac
Vice President, Corporate Strategy and
CEOOffice
Kathrin has 12 years of international
management experience in the telecoms
industry, having held positions in financial
management, auditing, integration planning
and synergy execution. Kathrin has been
instrumental in building Nokia Siemens
Networks current strategy. Her responsibilities
cover corporate strategy, Secretary to the
Executive Board and Chief of Staff to the CEO.
She is located in Munich, Germany.
Hans-Jrgen Bill
Executive Vice President,
Human Resources
Hans-Jrgen has a long history of developing new
opportunities in the telecoms market and has
worked with many of the worlds largest global
operators. He brings his diverse and extensive
business leadership skills to the development of
Nokia Siemens Networks workforce strategy.
Heis based in Munich, Germany.
Ashish Chowdhary
Executive Vice President/ President,
Asia, Middle East and Africa
With Nokia and Nokia Siemens Networks since
2003, Ashish has held numerous global
general management roles in technology and
telecoms, most recently serving as our Head
ofGlobal Services. Ashish is a hands-on,
results-driven executive, with a track record in
building high-performing international teams.
In September 2010, he was named one of the
Top Ten Movers and Shakers in the global
telecommunications sector by Light Reading.
He lives in New Delhi, India.
Barry French
Executive Vice President, Marketing,
Communications and Corporate Affairs
Barry has been a member of the senior
management team since Nokia Siemens
Networks was created. His responsibilities
include marketing, communications,
government relations, and occupational
healthand security. He has a wide range
ofexperience in Fortune 500 companies
across many sectors. He lives and works
inLondon, UK.
Alexander Matuschka
Chief Restructuring Officer
Alexander has gained extensive experience in
various positions in the automotive and
machining industry including restructuring,
re-organization, procurement, logistics, supply
chain management, and lean manufacturing
and assembly. He was an industrial advisor for
private equity companies before joining us in
2011. He is based in Munich, Germany.
Hossein Moiin
Executive Vice President, Technology and
Innovation
Hossein joined Nokia Siemens Networks in
2010, having held senior technology positions
at BT, T-Mobile and Sun Microsystems. As well
as guiding our technology and innovation
direction by providing long-term views on
network architecture and its evolution, he is
responsible for our research and IPR. He is
based in Espoo, Finland.
Marc Rouanne
Executive Vice President,
Mobile Broadband
Marc has 20 years of international
management experience in the telecoms
industry, having held positions in R&D,
customer operations, and product
management. He was responsible for ensuring
that Nokia Siemens Networks was the first
inthe world to ship 4G (LTE) compatible
hardware to customers in 2008. He is based
inEspoo, Finland.
Ren Svendsen-Tune
Executive Vice President/ President,
Europe and Latin America
Prior to joining Nokia Siemens Networks in
2012, Ren was chief executive of Teleca, a
supplier of software services to the mobile,
consumer electronics and automotive
industries. Before that he spent 13 years with
Nokia, where he served in a range of positions,
including Senior Vice President of Global
Customer and Market Operations. He is
basedin Munich, Germany.
17
Creating value
18
1Focus
Our focus is exclusively on the mobile broadband market, a
market that is essential to the future of the telecommunications
industry and in which we have scale, technological leadership,
and a broad installed customer base. With this in mind, we
intend to put our radio, core network and Customer Experience
Management (CEM) products at the forefront of our business.
We will focus our investments in the areas where we either are
today, or have a clear path to become, a market leader. These
areas include radio (3G and 4G including small cells and linking
these to Wi-Fi), core networks, IP Multimedia Subsystems (IMS),
Operations Support Systems (OSS), CEM, and Subscriber Data
Management (SDM).
We will innovate in areas that helps make our portfolio unique,
going above and beyond the standards in order to bring the
greatest possible value to our customers. And, we will leverage
our more mature technologies, such as 2G radio, that still have
demand and give us the opportunity to maintain customer
relationships that will move on to more advanced technologies
at a later date.
Our Global Services organization is designed to ensure that we
deliver and maintain these products, while helping our
customers maximize efficiency and provide a superior
experience to their customers.
2Innovation
3Quality
19
Transformation
2012 Achievements
20
Business
re-focused
on mobile
broadband
We have invested in the growth mobile broadband technologies such as 4G and, at the
end of 2012, were ranked as the second largest LTE vendor by industry analysts.
We also divested a number of businesses which were not in line with this strategy and
delivered improved Mobile Broadband profitability in the year.
Evolving our
services business
We focused our service offerings on the services that contribute the most to enabling
mobile broadband and that have the most value for our customers. We also chose not to
renew contracts that were not in line with this strategy and at the same time improved our
global delivery model. Combined, these measures have improved our Global Services
operating margins.
Optimized real
estate footprint
Improved R&D
efficiency
Targeting
other costs
We have reduced other costs such as travel expenses dramatically by bringing in new
policies but also by creating awareness of the issue. Other areas addressed included
information technology, product and service procurement costs, overall general and
administrative expenses, and a significant reduction of suppliers to further lower costs
and improve quality.
Improved
working capital
21
1.65 billion
Mobile broadband subscriptions globally
670 million
Smartphones sold in 2012
More than
55 million
Apps downloaded every day
22
* Source: Informa.
Key area
1 GB of personalized
data per user per day
profitably by 2020.
To prepare for future traffic growth and 10 times more endpoints attached to networks
than today, the capacity and data rates of mobile networks must be radically pushed into
new dimensions by looking at ways to increase the amount of spectrum available, and at
how to make the most efficient use of that, and also by increasing the number of sites.
Reducing latency to
milliseconds
Teaching networks to
be self-aware
To ensure mobile broadband remains affordable, the network Total Cost of Ownership
(TCO) per gigabyte of traffic needs to be radically decreased. One important lever is to
automate all tasks of network and service operations by making networks intelligent:
self-aware, self-adapting and agile.
Reinventing the telcos To further reduce cost per gigabyte, the utilization of all network resources through
for cloud
sharing in all dimensions must be maximized. Cloudification of telco networks and
ultimately software defined networking is the way forward, as it will also make networks
more agile while opening up new business opportunities for operators.
Flattening energy
consumption
To achieve the lowest production cost level per gigabyte, the energy efficiency of
networks needs to be increased. The focal point for improving network energy efficiency
will be the radio access, which accounts for around 80% of all mobile network energy
consumption. Apart from energy efficiency innovations in the base station, network
modernization and higher utilization through sharing of resources will be key for
flatteningenergy consumption.
23
Mobile Broadband
Our Mobile Broadband product portfolio includes our innovative
and award-winning Flexi Multiradio Single RAN base station, a
high capacity software-defined base station supporting 2G
(GSM), 3G (WCDMA) and 4G (LTE) radio technologies, as well
aspacket core products. To date, we have three million base
stations in service, with a customer list that includes Amrica
Mvil, China Mobile, Deutsche Telekom, SoftBank, Telefnica,
T-Mobile USA, Verizon and Vodafone.
Our Mobile Broadband portfolio also incorporates value-adding
software products including OSS and Subscriber Data
Management (SDM), as well as CEM. These products give
mobileoperators a comprehensive and real-time insight into
theircustomers service experience, and the tools that help
themdrive new revenue and improve operational efficiency.
Throughout 2012, the Mobile Broadband business unit has further
developed business in advanced markets and continues to
perform well, delivering strong growth in 4G sales and a sustained
2G and 3G business, particularly in the USA, South Korea, Japan
and Latin America, as well as in many other countries around
theworld. At December 31, 2012, Nokia Siemens Networks
hadatotal of 77 commercial 4G (LTE) deals, including major
agreements modernizing network infrastructure with both
SoftBank and KDDI in Japan, and T-Mobile in the USA.
For the year ended December 31, 2012, Mobile Broadband
generated net sales of EUR 6 043 million, which represented
45%of our total net sales, and non-IFRS operating profit of
EUR488 million.
To maximize the value for our customers, we are able to combine
different radio technologies together seamlessly, incorporate
small cells which increase the capacity of the networks, provide
and integrate Wi-Fi and we have unique software which increases
the utilization of all available spectrum and increases the amount
of data which it can carry.
Within Mobile Broadband, we are already working on
enhancements as well as the next generation of technology, even
as the latest 4G networks are being rolled out across the world.
6
043 million
Net sales generated by Mobile Broadband
45%
Of our total net sales
3
million
Base stations delivered
24
Global Services
Our Global Services business comprises three business lines,
each closely supporting the Mobile Broadband portfolio:
Customer Care includes software and hardware maintenance,
and competence development services
Network Implementation includes services needed to build,
expand or modernize a communications network efficiently.
Onaverage, over 330 000 sites are installed per year, over 40%
ofwhich are implemented remotely, in 2012 we brought one site
on air every 96 seconds.
Professional Services provide the end-to-end capability to deliver
and manage mobile broadband infrastructure and customer
experience. Our system integration capabilities ensure that all the
elements of a new mobile broadband solution seamlessly bring
together new and legacy technologies. Network Planning and
Optimization teams offer assessment, capacity and configuration
planning, site count, and IP design. Within our Managed Services
business we take the responsibility for running a range of services
for operators, from network operations management to enabling
them to offer new services to their customers.
Non-core
During 2012, our Non-core business unit included WiMAX,
Broadband Access and IPTV, which were divested during the year.
By the year-end, the only business that remained in the Non-core
business unit was Business Support Systems (BSS), which we plan
to divest in the first half of 2013.
For the year ended December 31, 2012, Non-core generated net
sales of EUR 365 million representing 3% of total net sales and a
non-IFRS operating loss of EUR 33 million.
Discontinued operations
Towards the end of 2012, Nokia Siemens Networks announced
itsintention to divest its Optical Networks business. As Optical
Networks represented a separate business segment in the past,
itispresented as a discontinued operation. The transaction is
expected to close in the first half of 2013.
6
929 million
Net sales generated by Global Services
52%
Of our total net sales
77
25
Americas
Key highlights
Selected as a vendor to support T-Mobile USAs $4 billion 4G
network evolution plan, modernizing the operators GSM and
HSPA+ core and radio access infrastructure and deploying LTE
33%
21%
Europe
and Africa
4 378m
Americas
2 849m
Asia and
Middle East
6 145m
26
Asia and
Middle East
Europe
andAfrica
Key highlights
Key highlights
27
Country: Japan
Number of subscribers: 37 million
Strategic focus area:
Customer Satisfaction by realizing
3M strategy Multi-Network,
Multi-Device and Multi-Use
28
Overview
For a summary description of who we are and what we do see
page 4. A review of our principal activities and performance for the
year is contained in the 2012 highlights on pages 6 and 7, A letter
from our Chairman on page 8, the Chief Executive Ofcers strategic
review on pages 12 to 15, Our strategy and transformation on pages
18 to 20, How we operate and Where we operate on pages 24 to 27.
Principal factors and trends affecting our results
ofoperations
Our net sales depend on various developments in the global mobile
broadband infrastructure and related services market, such as
network operator investments, the pricing environment and product
and services mix.
Over recent years, the telecommunications infrastructure industry
has entered a more mature phase characterized by the completion
of the greeneld roll-outs of mobile and xed network infrastructure
across many markets, although this is further advanced in
developed markets. Notwithstanding, there is still a signicant
market for traditional network infrastructure products to meet
coverage and capacity requirements, as older technologies such as
2G are supplanted by 3G and 4G (LTE). As growth in traditional
network products sales slows, there is an emphasis on the provision
of network upgrades, often through software, such as customer
experience management software and subscriber management,
and services, particularly the outsourcing of non-core activities to
companies that provide extensive telecommunications expertise
and strong managed service offerings.
In emerging markets, the principal factors inuencing investments by
mobile operators are the continued growth in customer demand for
telecommunications services, including data, as well as new
subscriber growth. In many emerging markets, this growth in
demand and subscribers continues to drive growth in network
coverage and capacity requirements.
In developed markets, investments by operators are primarily driven
by capacity and coverage upgrades, which, in turn, are driven by
greater usage of the networks primarily through the rapid growth in
data usage. Increasingly, mobile operators are targeting investments
in technology and services that allow them to provide their
customers with fast and faultless network performance in the most
efcient manner possible, which optimizes their investment. Such
developments are facilitated by the evolution of network
technologies that promote greater efciency and exibility, such as
the current shift from 2G and 3G networks to 4G (LTE) technologies.
In addition, mobile operators are investing in software and services
that provide them with the means to better manage customers on
their network and also allow them additional access to the value of
the large amounts of subscriber data under their control. The
telecommunications infrastructure market is characterized by strong
competition and price erosion caused in part by the successful entry
into the market of vendors from China, such as Huawei Technologies
Co. Ltd. (Huawei) and ZTE Corporation (ZTE), both of which have
gained market share by leveraging their low cost advantage in
tenders for customer contracts. In particular, the wave of network
modernization that has taken place, particularly in Europe but
increasingly in other regions including Asia Pacic, has led to
aggressive pricing as all vendors ght for market share. In 2012, we
witnessed further competition emerging from Samsung Electronics,
which has expanded its network infrastructure business out of the
South Korean market with limited gains in Europe and the USA. The
pricing environment remained challenging in 2012.
Our net sales are impacted by these pricing developments, which
show some regional variation, and in particular by the balance
between sales in developed and emerging markets. While price
erosion is evident across most geographical markets, it continues to
be particularly intense in a number of emerging markets where many
mobile operators have been subject to nancial pressure, both from
lack of nancing as well as profound pricing pressure in their
domestic markets.
Pricing pressure is evident in the standards-based products
markets, in particular, where competitors have products with similar
technological capabilities, leading to commoditization in some
areas. Our ability to compete in those markets is determined by our
ability to remain price competitive with our industry peers. To remain
competitive and differentiate us from our competitors, it is therefore
essential that we constantly improve our technology while
continuously reducing product costs to keep pace with price
erosion. We have continued to make progress in reducing product
and procurement costs in 2012 and will need to continue to do so in
order to provide our mobile operator customers with high quality
products at competitive prices.
In the following sections we describe the factors and trends that we
believe are currently driving our net sales and protability. For a
better understanding of the industry trends in terms of mobility and
data usage please see pages 22 and 23.
Transformation and restructuring program
In November 2011, we announced a strategic shift to focus on the
mobile broadband market. As part of this strategic shift, we decided
to focus our portfolio on our core businesses and sell or ramp down
non-core activities. At the same time, we started a restructuring
program to reduce our global workforce by 17 000 people by the
end of 2013. These reductions are being driven by aligning our
workforce with our new strategy as well as through a range of
productivity and efciency measures. These measures include
elimination of our matrix organizational structure, site consolidation,
transfer of activities to global delivery centers, consolidation of
certain central functions, cost synergies from the integration of the
Acquired Motorola Assets, efciencies in service operations and
company-wide process simplication. Overall the transformation
and restructuring have had a substantial effect on both gross
margins and operating expenses.
29
30
We have closed and vacated 175 real estate sites, optimized site
usage and relocated to less costly premises. We have reduced
our total space by 408 000 square meters, and further space
reductions are expected in 2013 as leases come up for renewal.
Net sales
Gross prot
Gross margin
Specic items therein
Adjusted gross prot1
Adjusted gross margin1
Operating expenses
Specic items therein
Adjusted operating expenses2
Operating prot/loss (EBIT)
Adjusted EBIT3
Depreciation and amortization
(excluding PPA)
Adjusted EBITDA4
Adjusted EBITDA margin4
Restructuring
PPA related amortization
Other PPA related charges
Country/contract exit and
merger-related charges
Other one-time charges
Total specic items
Working capital5,8
Change in net working capital6,8
Free cash ow7,8
March 31,
2011
June 30,
2011
March 31,
2012
June 30,
2012
3 084
826
26.8%
7
833
27.0%
(942)
141
(801)
(116)
32
3 524
910
25.8%
26
936
26.6%
(1 007)
131
(876)
(97)
60
3 327
876
26.3%
20
896
26.9%
(971)
105
(866)
(95)
30
3 710
1 096
29.5%
(2)
1 094
29.5%
(997)
116
(881)
99
213
2 862
414
14.5%
348
762
26.6%
(1 403)
515
(888)
(989)
(126)
3 233
780
24.1%
68
848
26.2%
(1 006)
185
(821)
(226)
27
3 408
1 064
31.2%
41
1 105
32.4%
(845)
81
(764)
219
341
3 869
1 197
30.9%
196
1 393
36.0%
(942)
129
(813)
255
580
73
105
3.4%
14
120
75
135
3.8%
57
84
5
80
110
3.3%
17
91
8
78
291
7.9%
16
91
76
(50)
(1.7)%
748
91
8
68
95
2.9%
95
71
(4)
67
408
12.0%
22
71
61
641
16.6%
191
71
14
148
2 370
(111)
(158)
11
157
1 527
(243)
(923)
125
2 277
49
(30)
114
2 311
321
446
16
863
1 384
554
291
70
21
253
1 145
94
61
3
26
122
1 144
82
282
34
29
325
1 999
255
733
References to Adjusted gross prot and Adjusted gross margin are to gross prot and gross margin as adjusted for specic items. Specic items include restructuring
charges, country/contract exit and merger-related charges, PPA related charges and other one-time charges.
2
References to Adjusted operating expenses are to operating expenses as adjusted for specic items.
3
References to Adjusted EBIT are to EBIT as adjusted for specic items.
4
References to EBITDA are to loss for the period before income tax expense from continuing operations, nancial income and expenses, depreciation, amortization and
share of results of associates. Accordingly, EBITDA can be extracted from the Consolidated Financial Statements by taking loss for the period and adding back income tax
expense, nancial income and expenses, depreciation, amortization and share of results of associates. References to Adjusted EBITDA represent EBITDA as adjusted for
specic items. Specic items include restructuring charges, country/contract exit charges, PPA related charges and other one-time charges. References to Adjusted
EBITDA margin represent Adjusted EBITDA divided by net sales.
We are not presenting EBITDA or Adjusted EBITDA-based measures as measures of our results of operations. EBITDA and Adjusted EBITDA-based measures have
important limitations as an analytical tool, and they should not be considered in isolation or as substitutes for analysis of our results of operations.
5
Working capital is dened as current assets less current liabilities.
6
Change in net working capital is dened as the period-over-period change in current receivables plus the change in inventories, less the change in interest-free short-term
liabilities.
7
Free cash ow is dened as the sum of net cash ows from operating activities and net cash ows from investing activities.
8
Working capital, change in net working capital and free cash ows include continuing and discontinued operations.
31
32
Exchange rates
Our business and results of operations are from time to time affected
by changes in exchange rates, particularly between the euro, our
reporting currency, and other currencies such as the US dollar and
the Japanese yen. Foreign currency denominated assets and
liabilities, together with sale and purchase commitments, give rise to
foreign exchange exposure.
The magnitude of foreign exchange exposure changes over time as
a function of our presence in different markets and the prevalent
currencies used for transactions in those markets. The majority of
our non euro-based sales are denominated in US dollars and in
Japanese yen. In general, depreciation of another currency relative
to the euro has an adverse effect on our sales and operating prot,
while appreciation of another currency relative to the euro has a
positive effect. In addition to foreign exchange risk of our sales and
costs, our overall risk depends on the competitive environment in our
industry and the foreign exchange exposures of our competitors.
During 2012, both the US dollar and the Japanese yen were relatively
volatile against the euro. During the rst half of 2012, both the US
dollar and the Japanese yen appreciated against the euro, but
subsequently depreciated. By the end of the year 2012, both
currencies had depreciated against the euro compared to the rate at
the beginning of the year.
In the year ended December 31, 2012, approximately 43%
(approximately 36% in 2011) of our net sales were generated in US
dollars and Japanese yen. During the same period, approximately
32% (approximately 28% in 2011) of our cost base was in US dollars
and in Japanese yen. Due to our currency mix, a depreciation of US
dollar and Japanese yen had an adverse effect on our sales and
operating prot. The majority of the impact of the US dollar and
Japanese yen depreciation or appreciation against the euro on our
operating results is however mitigated through currency hedging.
Signicant changes in exchange rates may however impact our
competitive position and result in price pressure through their impact
on our competitors and customers.
Overall hedging costs for the main exposure currencies have
remained relatively low in 2011 and 2012 due to the low interest rate
environment.
33
34
Results of operations
Year ended December 31, 2012 compared to year ended December 31, 2011
Our operating results for the year ended December 31, 2011 include eight months of the results of the Acquired Motorola Assets. Accordingly,
our results for that period are not directly comparable to our results for the year ended December 31, 2012.
The following table sets forth selective line items from our consolidated income statement and the percentage of net sales that they represent
for Nokia Siemens Networks for the year ended December 31, 2012 and 2011.
2012
From continuing operations
Percentage
of net
sales
Before
specic
items
Specic
items
13 645
(9 886)
(51)
Before
specic
items
Net sales
Cost of sales
13 372
(9 264)
(653)
13 372 100.0%
(9 917) 74.2%
Gross prot
R&D expenses
Selling and marketing expenses
Administrative and general expenses
Other income and expenses, net
4 108
(1 908)
(885)
(453)
(40)
(653)
(208)
(382)
(242)
(78)
3 455
(2 116)
(1 267)
(695)
(118)
25.8%
15.8%
9.5%
5.2%
0.9%
3 759
(1 969)
(990)
(497)
32
(51)
(107)
(330)
(37)
(19)
3 708
(2 076)
(1 320)
(534)
13
822
(1 563)
(741)
8
5.5%
335
(544)
(209)
(17)
Operating prot/(loss)
Share of results of associates
Financial income and expenses, net and other
nancial results
Specic
items
Total
Total
Percentage
of net
sales
13 645 100.0%
(9 937) 72.8%
(307)
(151)
(1 040)
(342)
(377)
(234)
(1 382)
(611)
(%)
change
(2.0)%
(0.2)%
27.2%
(6.8)%
15.2%
1.9%
9.7%
(4.0)%
3.9%
30.1%
0.1% 1 007.7%
1.5%
254.5%
The following table sets forth Nokia Siemens Networks net sales for the years ended December 31, 2012 and 2011 by segment and
geographic area based on customer location.
Nokia Siemens Networks selected segment data
From continuing operations
Mobile
Broadband
Global
Services
All other
segments1
2012
Net sales
Operating prot/(loss) before specic items
Operating prot/(loss) % before specic items
6 043
488
8.1%
6 929
332
4.8%
365
(33)
(9.0)%
2011
Net sales
Operating prot/(loss) before specic items
Operating prot/(loss) % before specic items
6 335
214
3.4%
6 737
229
3.4%
573
(108)
18.8%
Other
Total
35
35
13 372
822
6.1%
13 645
335
2.5%
All other segments represent the aggregated results of several businesses that were divested or that were planned to be divested during 2012, with such divestment
expected to be completed during the rst half of 2013.
35
2011
(audited)
(%) change
(unaudited)
891
1 900
1 039
548
1 107
2 032
1 257
579
(19.5)%
(6.5)%
(17.3)%
(5.4)%
4 378
4 975
(12.0)%
Middle East
Greater China
Japan
India
APAC
687
1 278
2 173
737
1 270
817
1 457
1 533
911
1 176
(15.9)%
(12.3)%
41.7%
(19.1)%
8.0%
6 145
5 894
4.3%
North America
Latin America
1 201
1 648
1 018
1 758
18.0%
(6.3)%
Americas
2 849
2 776
2.6%
13 372
13 645
(2.0)%
Total
Net sales
Year-on-year, our net sales decreased by 2.0% in theyear ended
December 31, 2012 compared to the year ended December 31,
2011. The 2.0% decrease in our net sales was primarily due to
modifying our structure to align with our strategy tofocus on mobile
broadband as we streamlined our portfolios, divested non-core
businesses and exited from loss-generating and poorly performing
contracts and countries. The decrease in net sales due to the
modication of our structure was partially offset by higher sales of
infrastructure equipment and slightly higher sales of services in the
second half of 2012.
Of total net sales, Mobile Broadband contributed EUR 6.0 billion in
the year ended December 31, 2012 (EUR 6.3 billion in the year ended
December 31, 2011) and Global Services contributed EUR 6.9 billion
in the year ended December 31, 2012 (EUR 6.7 billion in the year
ended December 31, 2011).
Net sales in Japan accounted for our largest concentration of net
sales in the year ended December 31, 2012, representing 16.3%
ofnet sales (11.2% in the year ended December 31, 2011). Other
regions contributing signicant percentages of net sales in the year
ended December 31, 2012 include West Europe, representing
14.2% of net sales (14.9% in the year ended December 31, 2011),
and Latin America representing 12.3% of net sales (12.9% in the year
ended December 31, 2011).
36
On a regional basis, net sales in the year ended December 31, 2012
were driven primarily by strength in our Asia and Middle East region,
most notably Japan, which saw an increase in net sales of 41.7% due
to strong growth in sales of both infrastructure equipment and
services as a result of the 4G (LTE) roll-outs by mobile operators in
Japan, which represented a combination of organic growth and the
impact of the Acquired Motorola Assets. These positive
developments were partially offset by decreases in net sales in India
and Greater China as a result of reduced operator spending. Our net
sales in the Americas region also increased 2.6%, led by an increase
in net sales in North America of 18.0% driven by the 4G (LTE)
network roll-out with our customer T-Mobile USA partially offset by a
decrease in net sales in Latin America. Overall growth in net sales in
these regions was offset by lower sales in our Europe and Africa
region, which overall decreased by 12.0% in the year ended
December 31, 2012 as compared to year ended December 31, 2011,
due to the 19.5% and 17.3% decline in net sales in North East Europe
and South East Europe, respectively, principally as a result of lower
sales in services and infrastructure equipment.
Protability
Our gross prot decreased to EUR 3 455 million in the year ended
December 31, 2012, compared with EUR 3 708 million in the year
ended December 31, 2011, with a gross margin of 25.8% (27.2% in
the year ended December 31, 2011). The decrease in gross margin
was primarily attributable to specic items recorded in cost of sales
which increased to EUR 653 million in the year ended December 31,
2012 (EUR 51 million in the year ended December 31, 2011), due to
the recording of personnel restructuring costs in connection with our
restructuring program and additional costs incurred during the
period as we realigned our customer contract and geographic
market portfolio to terminate certain loss-generating and poorly
performing contracts and to withdraw from certain countries in line
with the transformation and restructuring program. Our gross prot
before specic items increased to EUR 4 108 million in the year
ended December 31, 2012, compared with EUR 3 759 million in the
year ended December 31, 2011, with a gross margin before specic
items of 30.7% (27.5% in the year ended December 31, 2011), as a
result of our strategy to focus on mobile broadband and products
and services with higher margins and to exit less protable contracts
and countries as well as, in the second half of the year, due to the
sale of an unusually large proportion of higher margin products and
software in our priority markets.
Research and development expenses
R&D expenses were EUR 2 116 million in the year ended December
31, 2012, compared with EUR 2 076 million in the year ended
December 31, 2011. In the year ended December 31, 2012, R&D
expenses included specic items relating to restructuring and other
related charges of EUR 170 million (EUR 28 million in the year ended
December 31, 2011) and purchase price accounting related items of
EUR 38 million (EUR 79 million in the year ended December 31,
2011). In 2012, the restructuring and related charges related to
expenses in connection with the reduction in our global workforce. In
2012 and 2011, purchase price accounting charges related to the
amortization of nite lived intangible assets (customer relationships,
developed technology and licenses to use tradenames and
trademarks) recognized in the purchase price allocation stemming
from the Groups formation and the subsequent acquisition of the
Acquired Motorola Assets. R&D expenses before specic items
decreased in the year ended December 31, 2012 to EUR 1 908
million and 14.3% of net sales compared to EUR 1 969 million and
14.4% of net sales in the year ended December 31, 2011 due to the
divestment of our non-core assets and the elimination of related R&D
expenses and our cost control initiatives relating to the
transformation and restructuring program that was implemented in
2012 whereby we decreased investment in previous-generation
radio technologies and non-core portfolio areas.
37
38
exchange losses of EUR 199 million. In the year ended December 31,
2011, our nancial income and expenses, net, and other nancial
results consisted of nancial income of EUR 15 million, offset by
nancial expenses relating to interest expense on our loans and credit
facilities of EUR 95 million and net foreign exchange losses of EUR 58
million. The increase in net foreign exchange losses of EUR 141 million
was primarily due to currency exposures that cannot be hedged.
Income tax expense
We had an income tax expense of EUR 342 million in the year ended
December 31, 2012, compared with an income tax expense of
EUR234 million in the year ended December 31, 2011. Despite
incurring losses before tax of EUR 1 040 million in the year ended
December 31, 2012 and EUR 377 million in the year ended
December 31, 2011, we recorded an expense during 2012 and 2011
primarily due to the increase in valuation allowance on deferred tax
assets of EUR 640 million and EUR 265 million, respectively, related
to Finnish and German tax losses and temporary differences in 2012
and Finnish tax losses and temporary differences in 2011 for which
we are unable to recognize deferred tax benets. Our effective
income tax expense is also affected by the various tax laws in effect
in the different jurisdictions in which we earn revenue. The increase in
income tax expense also reects changes in prot mix between
jurisdictions from year to year.
Year ended December 31, 2011 compared with year ended
December 31, 2010
Our operating results for the year ended December 31, 2011
includeeight months of the results of the Acquired Motorola Assets.
Accordingly, our results for that period are not directly comparable
toour results for the year ended December 31, 2010.
The following table sets forth selective line items from our consolidated income statement and the percentage of net sales that they represent
for the years ended December 31, 2011 and 2010.
For the year ended December 31
2011
From continuing operations
2010
Percentage
of net
sales
Before
specic
items
Specic
items
13 645 100.0%
(9 937) 72.8%
12 206
(8 767)
(174)
Percentage
of net
sales
(%)
change
12 206 100.0%
(8 941) 73.3%
11.8%
11.1%
Before
specic
items
Specic
items
Net sales
Cost of sales
13 645
(9 886)
(51)
3 759
(1 969)
(990)
(497)
32
(51)
(107)
(330)
(37)
(19)
3 708
(2 076)
(1 320)
(534)
13
27.2%
15.2%
9.7%
3.9%
0.1%
3 439
(1 804)
(992)
(459)
(18)
(174)
(212)
(307)
(76)
(27)
3 265
(2 016)
(1 299)
(535)
(45)
335
(544)
(209)
1.5%
166
(796)
(630)
Gross prot
R&D expenses
Selling and marketing expenses
Administrative and general expenses
Other income and expenses, net
Operating prot/(loss)
Total
Total
(17)
11
(151)
(248)
(377)
(234)
(867)
(164)
(611)
(1 031)
26.7%
13.6%
16.5%
3.0%
10.6%
1.6%
4.4%
(0.2)%
0.4% (128.9)%
5.2%
(66.8)%
The following table sets forth Nokia Siemens Networks net sales for the years ended December 31, 2011 and 2010 by segment and current
geographic area based on customer location.
Nokia Siemens Networks selected segment data
From continuing operations
EURm, except percentage data
Mobile
Broadband
Global
Services
All other
segments1
Other
Total
2011
Net sales
Operating prot/(loss) before specic items
Operating prot/(loss) % before specic items
6 335
214
3.4%
6 737
229
3.4%
573
(108)
(18.8)%
13 645
335
2.5%
2010
Net sales
Operating prot/(loss) before specic items
Operating prot/(loss) % before specic items
5 789
153
2.6%
5 889
84
1.4%
528
(71)
(13.4)%
12 206
166
1.4%
All other segments represents the aggregated results of several businesses that were divested or that were planned to be divested during the period.
39
2010
1 107
2 032
1 257
579
1 086
2 115
1 378
514
(%) change
1.9%
(3.9)%
(8.8)%
12.6%
4 975
5 093
(2.3)%
Middle East
Greater China
Japan
India
APAC
817
1 457
1 533
911
1 176
876
1 448
704
885
1 110
(6.7)%
0.6%
117.8%
2.9%
5.9%
5 894
5 023
17.3%
North America
Latin America
1 018
1 758
649
1 441
56.9%
22.0%
Americas
2 776
2 090
32.8%
13 645
12 206
11.8%
Total
Net sales
Year-on-year, net sales growth was 11.8% for the year ended
December 31, 2011 compared to the year ended December 31,
2010. The 11.8% increase in our net sales was driven primarily by the
contribution from the Acquired Motorola Assets. The Acquired
Motorola Assets contributed net sales of EUR 894 million in eight
months of trading following the completion of the Motorola Solutions
Acquisition on April 30, 2011. Excluding the Acquired Motorola
Assets, net sales would have increased 4.5% year-on-year, primarily
driven by growth in Global Services.
Of total net sales, Mobile Broadband contributed EUR 6.3 billion in
the year ended December 31, 2011 (EUR 5.8 billion in the year ended
December 31, 2010) and Global Services contributed EUR 6.7 billion
in the year ended December 31, 2011 (EUR 5.9 billion in the year
ended December 31, 2010). In 2011, we continued to see growth in
both the Mobile Broadband and Global Services business units.
Growth in the Mobile Broadband business was primarily driven by
sales of GSM and WCDMA technology as network upgrade,
expansion and roll-out work continued across a number of regions.
In Global services, managed services remained a strong trend in the
industry, while the network implementation business, which is very
closely linked to the Mobile Broadband business, also grew.
40
Protability
Our gross prot increased to EUR 3 708 million in the year ended
December 31, 2011, compared with EUR 3 265 million for the year
ended December 31, 2010, with a gross margin of 27.2% (26.7% in
the year ended December 31, 2010). The increase in gross margin
was inuenced by a decrease in specic items recorded in cost of
sales, which decreased to EUR 51 million in the year ended
December 31, 2011 (EUR 174 million in the year ended December 31,
2010) due to the recording of additional personnel restructuring and
structural restructuring for outsourcing and closing manufacturing
sites and other real estate locations in 2010. Our gross prot before
specic items increased to EUR 3 759 million in the year ended
December 31, 2011, compared with EUR 3 439 million in the year
ended December 31, 2010, with a gross margin before specic items
of 27.5% (28.2% in the year ended December 31, 2010) due to the
impact from the Acquired Motorola Assets which was partially offset
by the growth in our Global Services business unit, which generally
has lower gross margins than our other products.
R&D expenses were EUR 2 076 million in the year ended December
31, 2011, compared with EUR 2 016 million for the year ended
December 31, 2010. In the year ended December 31, 2011, R&D
expenses included specic items relating to restructuring and other
related charges of EUR 28 million (EUR 19 million in the year ended
December 31, 2010) and purchase price accounting related items of
EUR 79 million (EUR 193 million in the year ended December 31,
2010). In 2011 and 2010, purchase price accounting charges related
to the amortization of nite lived intangible assets (customer
relationships, developed technology and licenses to use tradenames
and trademarks) recognized in the purchase price allocation
stemming from the Groups formation and the subsequent
acquisition of the Acquired Motorola Assets. R&D expenses before
specic items increased in the year ended December 31, 2011 to
EUR 1 969 million and 14.4% of net sales compared to EUR 1 804
million and 14.8% of net sales in the year ended December 31, 2010,
primarily due to additional R&D expenses due, to the consolidation of
the Acquired Motorola Assets and related R&D activities in 2011.
41
42
Cash ows
At December 31, 2012, our cash and cash equivalents were
EUR2418million compared to EUR 1 613 million at December 31, 2011.
The table below sets forth information regarding our cash ows from
continuing and discontinued operations for the years ended
December 31, 2012, 2011 and 2010.
For the year ended
December 31
EURm
2012
2011
2010
1 628
(261)
324
(989)
3
(244)
(520)
1 155
641
805
(216)
415
(303)
438
(306)
776
198
528
(44)
852
(209)
11
985
(468)
16
(415)
228
Our net cash used in investing activities was EUR 261 million for the
year ended December 31, 2012. This was primarily attributable to
cash used for capital expenditures of EUR 216 million and payments
in connection with the disposal of businesses and Group companies
of EUR 125 million during the period. These cash outows were
partially offset by cash inows of EUR 64 million primarily in
connection with a purchase price adjustment relating to the Motorola
Solutions Acquisition, net of acquired cash and proceeds from
investments and other miscellaneous cash outows and inows.
Our net cash used in nancing activities was EUR 520 million for the
year ended December 31, 2012. During the year we repaid EUR 264
million of long-term interest-bearing liabilities, primarily consisting of
scheduled repayments of EUR 100 million of our EIB Facility and
EUR 44 million scheduled repayments of our Finnish Pension Loan
and the voluntary prepayment of EUR 118 million and termination of
our SEB Loan. During 2012, we also repaid EUR 244 million of
short-term borrowings, primarily consisting of partial repayment of
our Term Loan, renancing of our South African preference share
subscription agreement and reduction of borrowings under the
Commercial Paper Program and local borrowings on committed
and uncommitted bases.
43
44
EURm
2012
2011
2010
Capital Expenditure
R&D Capital Expenditure
Global Services Expenditure
Other Capital Expenditure
20
113
21
62
48
138
27
90
44
144
35
83
Total
216
303
306
Capital resources
Our principal sources of funds are expected to be cash provided by
operations and amounts available under the Forward Starting Credit
Facility, our Commercial Paper program and our local credit facilities.
As of December 31, 2012, we have EUR 1 805 million in committed
facilities, of which EUR 750 million is undrawn.
Structured nance
Structured nance includes customer nancing and other third-party
nancing. Network operators in some markets sometimes require
their suppliers, including us, to arrange, facilitate or provide
long-term nancing as a condition to obtain or bid on infrastructure
projects.
Drawings under the Revolving Credit Facility will be available only if,
among other things, we comply with the nancial and other
covenants in the Revolving Credit Facility. Our ability to meet these
nancial covenants will depend on our results of operations, which
may be affected by factors outside our control.
Credit markets in general have been tight since 2009. Requests for
customer nancing and especially extended payment terms have
remained at a reasonably high level; however, during 2012, the
amount of nancing provided directly to our customers has
decreased. We do not currently intend to materially increase
nancing directly to our customers, which may have an adverse
effect on our ability to compete successfully for their business.
Rather, as a strategic market requirement, we plan to continue to
arrange and facilitate nancing, typically supported by export credit
or guarantee agencies, and provide extended payment terms to a
number of customers. Extended payment terms may continue to
result in a material aggregate amount of trade credits, but the
associated risk is mitigated by the fact that the portfolio relates to a
variety of customers.
Total
Less than
1 year
600
150
80
132
44
82
474
799
52
100
45
44
82
141
509
48
600
50
35
88
44
231
290
4
102
2 413
969
1 342
102
Financing commitments
Outstanding long-term loans
(net of allowances and write-offs)
Current portion of outstanding
long-term loans (net of allowances
andwrite-offs)
Total
At December 31
2012
2011
2010
34
86
85
39
60
64
35
54
39
108
200
188
PSA relates to the amount outstanding under the PSA 2012 South African
Preference Shares Subscription Agreements.
2
Purchase commitments relate to commitments from service agreements,
outsourcing arrangements and inventory purchase obligations, primarily for
purchases in 2013 through 2014.
45
46
Country: Sweden
Number of subscribers:
Telia in Sweden is part ofTeliaSonera
group, which has 20 millionmobile
subscribers globally
Strategic focus:
The leading Swedish operator of
mobile communication, xed
communication and data
communication as well as broadband
47
Our highlights
12.5%
At the end of 2012, 12.5% of
seniormanagement positions
were held by women
50 million
Spent on employee training
29%
Reduction in number of health
and safety recordable incidents
48
Suppliers
Our global supplier requirements, which set standards in ethical,
environmental and social issues, form part of contractual
agreements with suppliers and must be met by every Nokia
Siemens Networks supplier. The requirements are frequently
updated: in 2012, we introduced additional points on human
rights and conflict minerals. Compliance is monitored through
system audits, of which 57 were conducted in 2012.
Society
Human rights
We recognize our responsibility to help ensure that our products
are used in a way that respects human rights. Our Code of
Conduct spells out our zero tolerance for the violation of human
rights. This commitment is reinforced in our human rights policy,
which establishes due diligence processes to identify and
address relevant risks across our global operations. Employees
are trained in human rights through ethical business training, and
those in high-risk roles such as procurement are given
additional training.
Community
Nokia Siemens Networks community strategy focuses on three
key areas where we can have the greatest impact: education and
Information Communications Technology, disaster preparedness
and relief, and the environment. We have policies in place relating
to disaster relief and to employee volunteering.
49
The factors described below are not intended to form a definitive list
of all risks and uncertainties. In particular, the list excludes generic
risks common to many companies, such as terrorism, pandemics
and succession planning. There may be additional risks unknown
tous and other risks currently believed to be immaterial that could
become material. These risks, either individually or together, could
adversely affect our business, sales, results of operations and
financial condition from time to time.
The summary below covers all risk areas such as strategic,
operational, financial and hazard risks:
1 Our sales and profitability depend on our success in the
mobilebroadband infrastructure and related services market.
We may fail to effectively and profitably adapt our business and
operations in a timely manner to the increasingly diverse needs
of our customers in this market.
2 Competition in the mobile broadband infrastructure and related
services market is intense. We may be unable to maintain or
improve our market position or respond successfully to changes
in the competitive environment.
3 O
ur restructuring plan to improve financial performance and
competitiveness may not lead to sustainable improvements in our
overall competitiveness and profitability, and we may be unable
otherwise to continue to reduce operating expenses and other
costs. The costs, cash outflows and charges related to the
implementation of the restructuring plan, including the planned
personnel reductions, divestments of non-core businesses, the
termination of unprofitable contracts and exiting certain countries,
such as Iran, may be greater than currently estimated.
4 We may require further support from our shareholders and may
have conflicts of interest with them. Our shareholders may also
have conflicts of interests between themselves. We believe that
our shareholders are actively considering a number of strategic
alternatives in respect of their interests in Nokia Siemens
Networks B.V., including new investments by third parties and
anincrease or decrease in the shareholders ownership interests
in Nokia Siemens Networks. There can be no assurance of any
such intentions or the timing of any such plans, nor can there be
any assurance that the ownership of Nokia Siemens Networks
B.V. will, or will not, change in the future.
5 Lack of improvement of or worsening general economic and
financial markets conditions globally and regionally could have a
significant adverse impact on our business, the results of
operations, and our financial condition.
6 As the euro is our reporting currency, the dissolution of the euro
would result in increased costs to adjust our financial reporting,
and result in increased volatility in our reported results of
operations and financial condition.
7 We may fail to effectively and profitably invest in new competitive
products, services, upgrades and technologies and bring them
to market in a timely manner.
50
51
Innovative partnership
We are using innovation
to differentiate ourselves
in our markets.
Thibaud Rerolle,
Head of Technology, Safaricom
Country: Kenya
Number of customers:
19 million
Strategic focus: Innovation to
maintain a competitive edge
52
Governance
54 Corporate Governance
53
Corporate Governance
54
Corporate governance
isimportant tous
as a leading global
networks business.
Jesper Ovesen
Chairman
Principal activities
We began independent operations on April 1, 2007, combining
Nokia Corporations (Nokia) networks business and Siemens AGs
(Siemens) carrier-related operations for fixed and mobile networks.
In April 2011, we acquired the majority of the wireless network
infrastructure assets of Motorola Solutions.
Today we are a leading global provider of telecommunications
infrastructure, with a focus on the mobile broadband market. In
ourcore addressable market, we are the second largest company
worldwide by revenue. We have a strong position in the newer
infrastructure technologies of 3G and 4G (LTE), and in LTE, we
had77 commercial contracts at the end of 2012.
Business review
A review of our principal activities and performance for the year is
contained in the 2012 highlights on pages 6 and 7, A letter from our
Chairman on page 8, the Chief Executive Officers strategic review
on pages 12 to 15, Our strategy and transformation on pages 18 to
20, How we operate and Where we operate on pages 24 to 27, the
Operating and Financial Review on pages 29 to 46, and the
Corporate responsibilty report on pages 48 and 49. A review of the
principal risks and uncertainties facing the Group is set out on
pages50 and 51.
Structure and management
Nokia Siemens Networks B.V. is a private company with limited
liability, registered in the Netherlands with its corporate seat in
TheHague. Our operational headquarters is in Espoo, Finland,
witha strong regional presence in Germany.
Nokia Siemens Networks current shareholders are Nokia and
Siemens. The Company has autonomy to carry on its business
independently of its shareholders. The Company is consolidated
inthe financials of Nokia Corporation, and accounted on an equity
basis by Siemens.
Membership of the Board of Directors
Our Board of Directors is comprised of seven directors, four of whom
are appointed by Nokia and three of whom are appointed by Siemens.
The appointed board members are employees of the parent
companies, except for the Chairman of the Board.
Age
Title
Jesper Ovesen
55
Chairman
Juha krs
47
Timo Ihamuotila
46
Joe Kaeser
55
Barbara Kux
58
Louise Pentland
40
Peter Y. Solmssen
57
55
Timo Ihamuotila
Timo Ihamuotila has been a member of the Nokia leadership team
since 2007 and of our Board since November 2009. Mr. Ihamuotila
joined Nokia in 1993 as Manager for Dealing & Risk Management.
After a three-year period away, he rejoined Nokia in1999 as Director
of Corporate Finance and was named Vice President Finance,
Corporate Treasurer of Nokia Corporation, Group Treasury in 2000.
In 2004, he became Senior Vice President for Nokias CDMA
business unit, an integral part of the Mobile Phones business group.
He was appointed Executive Vice President, Sales and Portfolio
Management, Mobile Phones in 2007 and became responsible for
Nokias global sales within the Markets unit in 2008. Prior to joining
Nokia, he worked as an Analyst in Asset and Liability Management
for the Kansallis Bank, Helsinki and from 1996 to 1999 he worked
forCitibank Plc as Vice President of Nordic Derivatives Sales.
Mr.Ihamuotila graduated from Helsinki School of Economics and
holds a degree of Master of Science (Economics) and Licentiate of
Science (Finance).
Joe Kaeser
In May 2006, Mr. Kaeser was appointed Member of the Managing
Board of Siemens AG and Chief Financial Officer (CFO). Special
Responsibilities within Siemens AG: Head of Corporate Finance and
Controlling, Siemens Financial Services, Siemens Real Estate and
Equity Investments. Prior to this, Mr. Kaeser served as chief strategy
officer for Siemens AG from 2004 to 2006 and as the chief financial
officer for the mobile communications group from 2001 to 2004.
Mr.Kaeser has additionally held various other positions within the
Siemens group since he joined Siemens in 1980. Mr. Kaeser also
serves on the Board of Directors of Allianz Deutschland AG, NXP
Semiconductors N.V. and Bosch Siemens Hausgerte GmbH.
Mr.Kaeser holds a business administration degree from
Fachhochschule Regensburg.
Barbara Kux
Barbara Kux is a member of the Managing Board of Siemens AG
since 2008. She is responsible for Supply Chain Management,
Global Shared Services and serves as the companys Chief
Sustainability Officer. Prior to joining Siemens she was as a member
of the Group Management Committee at Royal Philips Electronics.
Before she held top management positions at leading global
companies and also served as Management Consultant at
McKinsey & Company Inc. In 1995, she was included in the class of
1995 of Global Leaders of Tomorrow by the World Economic Forum
in Davos, Switzerland. Barbara Kux is a member of the Board of
Directors of Total S.A., France and a member of the Board of
Trustees of the Siemens Foundation. Barbara Kux holds an MBA
with Distinction from INSEAD Fontainbleau, France.
56
Louise Pentland
Louise Pentland is Executive Vice President, Chief Legal Officer at
Nokia, responsible for legal matters and protecting and enforcing the
companys vast portfolio ofpatents and other intellectual property.
Ms. Pentland joined Nokia Networks in the United Kingdom in 1998
as Senior Legal Counsel, and has since held positions within Nokia
including Senior Vice President and Chief Legal Officer, Acting Chief
Legal Officer, Vice President and Head of Legal, Enterprise
Solutions. She has been amember of the Nokia Leadership Team
since 2011. Before joining Nokia, Ms. Pentland held corporate
in-house legal positions after working in corporate private practice in
the United Kingdom. She is a member of several legal forums and
organizations, including the Association of General Counsels,
ChiefLegal Officers Roundtable and Global Leaders in Law, and
also serves as Vice Chair of the International Bar Association,
Corporate Counsel Forum. Ms. Pentland holds an LL.B (honors)
lawdegree and is a qualified and active solicitor in England and
Wales, inaddition to being a licensed attorney and an active
memberof the New York Bar.
Peter Y. Solmssen
Peter Y. Solmssen has served as a Member of the Managing
Board and General Counsel of Siemens AG since 2007. Prior
thereto he was Executive Vice President and General Counsel
of GE Healthcare. Mr. Solmssen studied at Harvard University and
theUniversity of Pennsylvania.
Changes during 2012
During the year, there were three outgoing Board Members:
Siegfried Russwurm (replaced by Barbara Kux in March 2012);
Niklas Savander (replaced by Juha krs in June 2012); and
RiikkaTieaho (replaced by Louise Pentland in August 2012).
Board meetings
During the year under review, the Board met on 12 occasions with all
directors eligible to attend doing so either in person or by proxy.
Directors responsibilities
The Board of Directors is accountable to Nokia Siemens Networks
shareholders (currently Nokia and Siemens), and is responsible for
the overall direction and supervision of the Group.
Each of the ultimate shareholders are listed on various stock
exchanges, including the New York Stock Exchange. The
Companys aim is to comply in all material respects with all rules
andregulations directly applicable to it, as well as to meet all
requirements to the extent applicable to the Company, including (but
not limited to) those deriving from the rules and regulations related to
the various stock exchange listings of the ultimate shareholders.
The operations of Nokia Siemens Networks are managed under the
direction of the Board within the framework set by Book 2 Dutch Civil
Code and the Articles of Association of the Company as well as the
Shareholders Agreement, dated April 3, 2007, by and between
Nokia, Siemens, and Nokia Siemens Networks B.V. (Shareholders
Agreement).
Code of Conduct; Compliance Office; Internal Audit,
including internal investigations
The Board will oversee that the Group has proper moral and ethical
values. The Board will approve a Code of Conduct for the Group and
oversee that the management implements such a code. The Group
has a Compliance Office headed by the Chief Compliance Officer.
The Chief Compliance Officer will give a quarterly report to the Board
on any actual matters, and an annual report on organization,
responsibilities and staffing of the Compliance Office.
The Group has an Internal Audit function, the head of which reports
to the Board and to the head of the Internal Audit function of Nokia.
The Board shall receive a report on internal audit activities and
pending internal investigations from the head of the Internal Audit
Function at least once in a quarter. The Board will annually review
theorganization, responsibilities and staffing of the Internal
AuditFunction.
Director compensation
It is the Groups policy that other than the Chairman, the directors will
not receive any separate compensation for the services they provide
as members of the Board of Directors.
Age
Title
Rajeev Suri
45
Samih Elhage
51
Deepti Arora
53
Kathrin Buvac
32
Hans-Jrgen Bill
52
Ashish Chowdhary
47
Barry French
49
Alexander Matuschka
42
Hossein Moiin
49
Marc Rouanne
49
Rene Svendsen-Tune
57
57
16 +
17
58
Management compensation
The remuneration of the Nokia Siemens Networks senior
management team and the Chairman of the Board of Directors was
as follows:
EURm
2012
2011
2010
20.5
1.0
1.3
4.0
9.4
0.7
5.2
0.6
(0.1)
7.6
0.5
4.8
(0.1)
Total
26.8
15.8
12.8
8 354
10 190
4 615
1 478
24 637
Middle East
Greater China
Japan
India
APAC
1 737
8 224
689
10 192
2 773
23 615
North America
Latin America
3 045
7 114
Americas
10 159
Total
58 411
NE including Finland.
WE including Germany.
1
2
Compliance program
We have adopted compliance programs that foster a culture with
high ethical and integrity standards. We are committed to actively
combating improper business practices, including corruption, and
believe that as a multinational company we can play an important
role in this area. We also believe that our efforts in this area can
provide us with a competitive advantage with customers who
demand high ethical standards in their supply chain. We address
improper business practices using a four-step strategy:
Prevention: raise awareness through clear policies and training
ofemployees;
Detection: encourage people (internally and externally) to report
any concerns or suspected cases of improper conduct by
providing clear reporting channels and an anonymous whistleblowing mechanism, and develop tools to identify potential issues,
for example by detecting anomalies in expense claims;
Correction: investigate all reported concerns and take
appropriate action when cases of corruption are confirmed, for
example, through training or clarification of policies, disciplinary
actions and if necessary dismissal; and
Interaction: collaborate with others in the industry, including
competitors, customers and suppliers, to promote adoption
ofhigh ethical standards industry-wide.
59
Forward-looking statements
This report includes forward-looking statements. The words
should, could, continue, expect, target, estimate, may,
plans, will, believe, anticipate, intend, predict, assume,
positioned, shall, risk and other similar expressions that are
predictions or indications of future events and future trends
identify forward-looking statements.
These forward-looking statements include all matters that are
nothistorical facts, in particular but not limited to the statements
in, A letter from our Chairman, Chief Executive Officers strategic
review, Our strategy and transformation, Industry trends,
theOperating and Financial Review and Risk factors, are based
on the beliefs of the management of the Company as well as
assumptions made by and information currently available to the
management of the Company, and such statements may
constitute forward-looking statements.
Such forward-looking statements involve known and unknown
risks, uncertainties and other important factors that could cause
the actual results, performance or achievements of the Group,
orindustry results, to differ materially from any future results,
performance or achievements expressed or implied by such
forward-looking statements.
Such risks, uncertainties and other important factors include,
among other things, general economic and business conditions,
the competitive environment, the ability to employ competent
personnel, market development relating to the sector and other
risks described in Risk factors.
The forward-looking statements are not guarantees of the future
operational or financial performance of the Group.
60
Financial
statements
Consolidated Financial Statements 2012
62 Consolidated Income Statement
63 Consolidated Statement
ofComprehensive Income
64 Consolidated Statement
ofFinancialPosition
65 Consolidated Statement ofCash Flows
66 Consolidated Statement ofChanges in
Shareholders Equity
67 Notes to the Consolidated Financial
Statements
Company Financial Statements 2012
118 Company Statement ofFinancial Position
119 Company Income Statement
120 Notes to the Company Financial
Statements
Other Information
127 Proposed profit appropriation
127 Proposed appropriation ofresult
127 Subsequent events
128 Independent auditors report
129 Glossary
61
2012
Notes
Before
specific
items
Specific
items
EURm
EURm
3, 4
5, 10, 18
13 372
(9 264)
(653)
Gross profit
Research and development expenses
5, 10
Selling and marketing expenses
5, 10
Administrative and general expenses
5, 10
Other income
7
Other expenses
7, 9, 20, 31
4 108
(1 908)
(885)
(453)
105
(145)
(653)
(208)
(382)
(242)
(78)
822
(1 563)
2011
2010
Before
specific
items
Specific
items
EURm
EURm
EURm
13 372
(9 917)
13 645
(9 886)
(51)
3 455
(2 116)
(1 267)
(695)
105
(223)
3 759
(1 969)
(990)
(497)
92
(60)
(51)
(107)
(330)
(37)
(19)
(741)
8
15
(123)
(199)
335
(544)
15, 33
11
11
11
12
(1 040)
(342)
(377)
(234)
(867)
(164)
(1 382)
(611)
(1 031)
(63)
(87)
(58)
(1 445)
(698)
(1 089)
Attributable to:
Equity holders of the parent
Non-controlling interests
(1 463)
18
(710)
12
(1 090)
1
(1 445)
(698)
(1 089)
Net sales
Cost of sales
Operating profit/(loss)
Share of results of associates
Financial income
Financial expenses
Other financial results
Loss before tax
Income tax expense
Loss for the year from continuing
operations
Discontinued operations
Loss for the year from discontinued
operations
31
62
Total
Before
specific
items
Specific
items
EURm
EURm
EURm
13 645
(9 937)
12 206
(8 767)
(174)
12 206
(8 941)
3 708
(2 076)
(1 320)
(534)
92
(79)
3 439
(1 804)
(992)
(459)
97
(115)
(174)
(212)
(307)
(76)
(27)
3 265
(2 016)
(1 299)
(535)
97
(142)
(209)
(17)
15
(108)
(58)
166
(796)
(630)
11
14
(157)
(105)
Total
Total
EURm
Notes
2012
2011
EURm
EURm
2010
EURm
(1 445)
(698)
(1 089)
(6)
94
47
17
(1)
(2)
1
3
88
(99)
2
17
92
65
(1 353)
(633)
(1 081)
Attributable to:
Equity holders of the parent
Non-controlling interests
(1 372)
19
(652)
19
(1 097)
16
(1 353)
(633)
(1 081)
(1 309)
(63)
(565)
(87)
(1 039)
(58)
(1 372)
(652)
(1 097)
21
22
22
15, 21
21, 22
63
December 31
2012
2011
EURm
EURm
182
387
509
31
470
63
29
173
699
641
28
587
85
23
1 671
2 236
18
16, 20, 32, 34
19
16, 34
16, 17, 34
16, 34
16, 34
984
4 111
879
37
165
2
2 418
1 275
5 215
1 051
54
61
13
1 613
31
8 596
143
9 282
57
10 410
11 575
0
9 744
133
75
(7 626)
0
9 744
136
(19)
(6 163)
Non-controlling interests
2 326
126
3 698
116
Total equity
2 452
3 814
821
29
303
118
366
32
106
125
1 271
629
ASSETS
Non-current assets
Goodwill
Other intangible assets
Property, plant and equipment
Investments in associates and other companies
Deferred tax assets
Long-term loans receivable
Available-for-sale investments
Current assets
Inventories
Accounts receivable, net of allowances for doubtful accounts
Prepaid expenses and accrued income
Current portion of long-term loans receivable
Other financial assets
Available-for-sale investments, liquid assets
Cash and cash equivalents
Assets of disposal groups classified as held for sale
Notes
8, 9, 13
13
14
15
26
16, 34
16
Total assets
EQUITY AND LIABILITIES
Equity attributable to equity holders of the parent
Share capital
Share premium
Translation differences
Fair value and other reserves
Accumulated deficit
Non-current liabilities
Long-term interest-bearing liabilities
Deferred tax liabilities
Provisions
Other long-term liabilities
23
23
21
22
16, 24, 34
26
28
6
Current liabilities
Current portion of long-term interest-bearing liabilities
Short-term borrowings
Other financial liabilities
Accounts payable
Accrued expenses
Provisions
195
124
26
2 352
3 184
716
357
888
97
2 209
2 985
435
31
6 597
90
6 971
161
7 958
7 761
10 410
11 575
Total liabilities
Total equity and liabilities
The notes are an integral part of these consolidated financial statements.
64
2012
2011
2010
EURm
EURm
EURm
(1 445)
(698)
(1 089)
1 162
587
347
307
64
57
711
239
151
28
140
843
170
248
31
51
87
(10)
86
18
44
1 160
564
405
776
198
11
528
(44)
(468)
852
(209)
(415)
2 145
11
(134)
(136)
(258)
580
9
(104)
30
(191)
633
5
(102)
(329)
(204)
1 628
324
64
10
(216)
(125)
6
(781)
2
(9)
82
(303)
(4)
24
(5)
(4)
22
(6)
46
(306)
(21)
30
(261)
(989)
(244)
1
(264)
(244)
(13)
1 000
(48)
232
(29)
15
414
(5)
229
(12)
(520)
1 155
641
(42)
805
(75)
415
38
438
1 613
1 198
760
2 418
1 613
1 198
1 712
706
729
884
757
441
2 418
1 613
1 198
Notes
33
33
33
23
24, 34
16, 34
Excludes PPA related charges, divestment results and impairments which are presented in other line items in the above adjustments section or in Note 33, Notes to the
consolidated statement of cash flows.
2
Includes changes in the following line items in the statement of financial position: accounts payable, accrued expenses, provisions and other short-term liabilities.
1
In 2010, EUR 1 500 million loans and capitalized interest of EUR 32 million from the Groups parent companies were converted into preferred shares in Nokia Siemens
Networks B.V. This is the only material non-cash transaction in all three periods presented.
The figures in the consolidated statement of cash flows cannot be directly traced from the statement of financial position without additional information as a result
ofacquisitions and disposals of subsidiaries and net foreign exchange differences arising on consolidation.
The notes are an integral part of these consolidated financial statements.
65
EURm
Notes
Number
of
ordinary
shares
Fair value
Before
Number of
and
AccunonNoncumulative Ordinary
Share Translation
other mulated controlling controlling
preference
share
deficit
interests
interests
shares
capital1 premium differences reserves
100 073
7 194
22
23
300
119 3 094
1 (1 089)
(85)
(85)
(1 088)
(85)
(78)
(75)
98
(38) (5 454)
3 350
(710)
(710)
15
3
100 073
300
8 744
20
(1)
40
(2)
1
38
200
(1 097)
1 532
15
19
9 744
136
Ordinary share capital comprises EUR 400 thousand of ordinary shares of the Group.
9 744
(698)
20
(1)
47
(2)
1
116 3 814
(1 463)
(1 463)
18 (1 445)
94
94
(7)
12
3 698
500
(83)
(19) (6 163)
(7)
100 073
(8)
95 3 445
(652)
1 000
94
16 (1 081)
1 532
(32)
(32)
15
(2)
1
500
91
2
(709)
1 000
8
100 073
15
20
(1)
40
23
76
2
76
1 532
(Loss)/profit
Other comprehensive income
Cash flow hedges, net of tax
22
Available-for-sale investments, net of tax 22
Currency translation differences,
netoftax
21
Share of other comprehensive income
of associates
15, 21
Other decrease, net of tax
2 975
(1 090)
66
(4 288)
(1 090)
76
(Loss)/profit
Other comprehensive income
Cash flow hedges, net of tax
22
Available-for-sale investments, net of tax 22
Currency translation differences,
netoftax
21
Share of other comprehensive income
of associates
15, 21
Other increase, net of tax
47
(85)
21
22
Total
19
(633)
1 000
(15)
(15)
17
17
(6)
(3)
94
(1 463)
(1 372)
19 (1 353)
(9)
(9)
133
75
(7 626)
2 326
126 2 452
1 Accounting principles
General
Nokia Siemens Networks B.V., a limited liability company incorporated
and domiciled in The Hague, the Netherlands, is the holding
company for all its subsidiaries (Nokia Siemens Networks or the
Group). The Groups operational headquarters are in Espoo, Finland.
The Group is a leading global provider of telecommunications
infrastructure, with a focus on the mobile broadband market.
Basis of presentation
The consolidated financial statements of Nokia Siemens Networks
are prepared in accordance with International Financial Reporting
Standards as issued by the International Accounting Standards
Board (IASB) and in conformity with IFRS as adopted by the
European Union (IFRS). The consolidated financial statements are
presented in millions of euro (EURm), except as otherwise noted,
and are prepared under the historical cost convention, except as
disclosed in the accounting policies below.
The Group commenced operations on April 1, 2007 upon the
contribution of certain tangible and intangible assets and certain
business interests that comprised Nokia Corporations (Nokia)
networks business and Siemens Aktiengesellschaft (Siemens)
carrier-related operations. Nokia and Siemens (the parent
companies) each own approximately 50% of Nokia Siemens
Networks. Nokia is incorporated in Espoo, Finland and Siemens is
incorporated in Munich, Germany. Nokia has the ability to appoint
the Chief Executive Officer (CEO) of the Group and the majority of
the members of the Board of Directors. Accordingly, for accounting
purposes, Nokia is deemed to have control and thus consolidates
the results of Nokia Siemens Networks in its financial statements.
Siemens accounts for its ownership using the equity method of
accounting. On March 17, 2013 the Board of Directors of Nokia
Siemens Networks B.V. authorized the financial statements for
issuance.
This paragraph is included in connection with statutory reporting
requirements in the Netherlands. The company income statement of
the Parent company is prepared in compliance with section 2:402 of
the Netherlands Civil Code.
This paragraph is included in connection with statutory reporting
requirements in Germany. The fully consolidated German
subsidiaries, Nokia Siemens Networks GmbH & Co. KG, registered
in the commercial register of Munich under HRA 88537 and Nokia
Siemens Networks Services GmbH & Co. KG, registered in the
commercial register of Munich under HRA 90646 have made use of
the exemption available under 264b of the German Commercial
Code (HGB).
67
Business combinations
The acquisition method of accounting is used to account for
acquisitions of separate entities or businesses by the Group. The
consideration transferred in a business combination is measured as
the aggregate of the fair values of the assets transferred, liabilities
incurred towards the former owners of the acquired business and
equity instruments issued. Acquisition-related costs are recognized
as expenses in the income statement in the period in which the costs
are incurred and the related services are received. Identifiable assets
acquired and liabilities assumed by the Group are measured
separately at their fair value at the acquisition date. Non-controlling
interests in the acquired business are measured separately at fair
value or at the non-controlling interests proportionate share of the
identifiable net assets of the acquired business. The excess of the
aggregate consideration transferred over the acquisition date fair
values of the identifiable net assets acquired is recorded as goodwill.
Non-current assets and disposal groups held for sale
Non-current assets and disposal groups are classified as held for
sale when the carrying amount is expected to be recovered
principally through a sale transaction rather than through continuing
use. These assets, or in the case of disposal groups, assets and
liabilities, are presented separately in the consolidated statement of
financial position and measured at the lower of the carrying amount
and fair value less costs to sell. Non-current assets classified as held
for sale, or included in a disposal group that is classified as held for
sale, are not depreciated.
Assessment of the recoverability of long-lived assets,
intangible assets and goodwill
For purposes of impairment testing, goodwill has been allocated to
each of the cash-generating units or groups of cash-generating units
(CGUs), expected to benefit from the synergies of the combination.
The Group assesses the carrying value of goodwill annually or more
frequently if events or changes in circumstances indicate that such
carrying value may not be recoverable. The carrying value of
identifiable intangible assets and long-lived assets is assessed if
events or changes in circumstances indicate that such carrying
value may not be recoverable. Factors that trigger an impairment
review include, but are not limited to, underperformance relative to
historical or projected future results, significant changes in the
manner of the use of the acquired assets or the strategy for the
overall business and significant negative industry or economic trends.
The Group conducts its impairment testing by determining the
recoverable amount for the asset or cash-generating unit. The
recoverable amount of an asset or a cash-generating unit is the
higher of its fair value less costs to sell and its value-in-use. The
recoverable amount is then compared to the assets carrying
amount and an impairment loss is recognized if the recoverable
amount is less than the carrying amount. Impairment losses are
recognized immediately in the income statement.
68
69
For defined benefit plans, pension costs are assessed using the
projected unit credit method: the pension cost is recognized in the
income statement so as to spread the service cost over the service
lives of employees. The pension obligation is measured as the
present value of the estimated future cash outflows using interest
rates on high quality corporate bonds or government bonds with
appropriate maturities. Actuarial gains and losses outside the
corridor are recognized over the average remaining service lives of
employees. The corridor is defined as 10% of the greater of the value
of plan assets and defined benefit obligation at the beginning of the
respective year.
Past service costs are recognized immediately in the income
statement, unless the changes to the pension plan are conditional
on the employees remaining in service for a specified period of time
(the vesting period). In this case, the past service costs are amortized
on a straight-line basis over the vesting period.
The liability (or asset) recognized in the statement of financial position
is the pension obligation at the closing date less the fair value of plan
assets, the share of unrecognized actuarial gains and losses and
past service costs. Any net pension asset is limited to unrecognized
actuarial losses, past service cost, the present value of available
refunds from the plan and expected reductions in future
contributions to the plan.
Actuarial valuations for the Groups defined benefit pension plans are
performed annually. In addition, actuarial valuations are performed
when a material curtailment or settlement of a defined benefit plan
occurs in the Group.
Termination benefits
Termination benefits are payable when employment is terminated
before the normal retirement date, or whenever an employee
accepts voluntary redundancy in exchange for these benefits. The
Group recognizes termination benefits when it is demonstrably
committed to either terminating the employment of current
employees according to a detailed formal plan without possibility of
withdrawal, or providing termination benefits as a result of an offer
made to encourage voluntary redundancy.
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated
depreciation. Depreciation is recorded on a straight-line basis over
the expected useful lives of the assets as follows:
Buildings and constructions
Industrial and office buildings
Light buildings and constructions
20 33 years
3 20 years
1 5 years
3 10 years
70
Accounts receivable
Accounts receivable include both amounts invoiced to customers
and amounts where the Groups revenue recognition criteria have
been fulfilled but the customers have not yet been invoiced.
Accounts receivable are carried at amortized cost using the effective
interest rate method less allowances for doubtful accounts.
Allowances for doubtful accounts are based on a periodic review of
all outstanding amounts, including an analysis of historical bad debt,
customer concentrations, customer creditworthiness, current
economic trends and changes in customer payment terms.
Baddebts are written off when identified as uncollectible and are
included in other expenses. The Group derecognizes an accounts
receivable balance only when the contractual rights to the cash flows
from the asset expire or it transfers the financial asset and
substantially all the risks and rewards of ownership of the asset to
another entity.
Cash and cash equivalents
Bank and cash consist of cash at bank and in hand. Cash
equivalents consist of highly liquid available-for-sale investments
purchased with remaining maturities at the date of acquisition of
three months or less.
Financial liabilities
Loans payable
Loans payable are recognized initially at fair value, net of transaction
costs incurred. In subsequent periods, loans are stated at amortized
cost using the effective interest method. The long-term portion of
loans payable is included in the statement of financial position in
long-term interest-bearing liabilities and the current portion in the
current portion of long-term interest-bearing liabilities.
Interest costs are recognized in the income statement as financial
expenses in the period in which they are incurred.
Accounts payable
Accounts payable are carried at the original invoiced amount which
is considered to be fair value due to the short-term nature of the
Groups accounts payable.
Derivative financial instruments
All derivatives are recognized initially at fair value on the date a
derivative contract is entered into and are subsequently remeasured
at fair value. The method of recognizing the resulting gain or loss
varies according to whether the derivatives are designated and
qualify under hedge accounting. Generally the cash flows of ahedge
are classified as cash flows from operating activities in the
consolidated statement of cash flows as the underlying hedged
items relate to the Groups operating activities. When a derivative
contract is accounted for as a hedge of an identifiable position
relating to financing or investing activities, the cash flows of the
contract are classified in the same manner as the cash flows of the
position being hedged.
71
Deferred tax assets and liabilities are determined, using the liability
method, for all temporary differences arising between the tax bases
of assets and liabilities and their carrying amounts in the
consolidated financial statements. Deferred tax assets are
recognized to the extent that it is probable that future taxable profit
will be available against which the unused tax losses or deductible
temporary differences can be utilized. When circumstances indicate
it is no longer probable that deferred tax assets will be utilized, they
are assessed for realizability and adjusted as necessary. Deferred
tax liabilities are recognized for temporary differences that arise
between the fair value and tax base of identifiable net assets
acquired in business combinations. Deferred tax assets and
deferred tax liabilities are offset for presentation purposes when
there is a legally enforceable right to set off current tax assets against
current tax liabilities, and the deferred tax assets and the deferred
tax liabilities relate to income taxes levied by the same taxation
authority on either the same taxable entity or different taxable
entities which intend either to settle current tax liabilities and assets
on a net basis, or to realize the assets and settle the liabilities
simultaneously, in each future period in which significant amounts of
deferred tax liabilities or assets are expected to be settled or
recovered.
Dividends
Dividends are recognized in the consolidated financial statements of
the Group when approved by the Board of Directors and by the
Annual General Meeting of the Shareholders in accordance with the
Articles of Association of Nokia Siemens Networks B.V.
Provisions
Provisions are recognized when the Group has a present legal or
constructive obligation as a result of past events, it is probable that
an outflow of resources will be required to settle the obligation and a
reliable estimate of the amount can be made. When the Group
expects a provision to be reimbursed, the reimbursement is
recognized as an asset only when the reimbursement is virtually
certain. The Group assesses the adequacy of its existing provisions
and adjusts the amounts as necessary based on actual experience
and changes in future estimates at each statement of financial
position date.
Warranty provisions
The Group provides for the estimated liability to repair or replace
products under warranty at the time revenue is recognized. The
provision is an estimate based on historical experience of the level of
repairs and replacements.
Tax provisions
The Group recognizes a provision for tax contingencies based upon
the estimated future settlement amount at each statement of
financial position date.
Restructuring provisions
The Group provides for the estimated cost to restructure when a
detailed formal plan of restructuring has been completed, approved
by management and the restructuring plan has been announced.
Restructuring costs consist primarily of personnel restructuring
charges. The other main components are costs associated with the
closure of manufacturing sites and exiting real estate locations,
divestment related charges and impairment charges.
Other provisions
The Group provides for other contractual obligations based on the
expected cost of executing any such contractual commitments.
Share-based payment
The Group established a share-based incentive program in 2012
under which options are granted to selected employees. The options
will be cash-settled at exercise unless certain corporate transactions
such as an initial public offering occur.
For cash-settled share-based payment transactions, the employee
services received and the liability incurred are measured at the fair
value of the liability. The fair value of the options is determined based
on the reporting date estimated value of shares less the exercise
price of the options. The fair value of the liability is remeasured at
each reporting date and at the date of settlement and the related
change in fair value is recognized in the income statement.
73
74
Warranty provisions
The Group provides for the estimated cost of product warranties at
the time revenue is recognized. The Groups warranty provision is
established based upon best estimates of the amounts necessary to
settle future and existing claims on products sold as of each
statement of financial position date. As new products incorporating
complex technologies are continuously introduced, and as local
laws, regulations and practices may change, changes in these
estimates could result in additional allowances or changes to
recorded allowances required in future periods. Refer to Note 28,
Provisions.
Restructuring provisions
The Group provides for the estimated future cost related to
restructuring programs. The restructuring provision is based on
managements best estimate. Restructuring costs primarily relate to
personnel restructuring and changes in estimates of timing or
amounts of costs to be incurred may become necessary as the
restructuring program is implemented. Refer to Note 28, Provisions.
Business combinations
The Group applies the acquisition method of accounting to account
for acquisitions of separate entities or businesses. The consideration
transferred in a business combination is measured as the aggregate
of the fair values of the assets transferred, liabilities incurred towards
the former owners of the acquired business and equity instruments
issued. Identifiable assets acquired and liabilities assumed by the
Group are measured separately at their fair values as of the
acquisition date. The excess of the aggregate of the consideration
transferred over the acquisition date fair values of the identifiable net
assets acquired is recorded as goodwill.
The determination and allocation of fair values to the identifiable
assets acquired and liabilities assumed is based on various
assumptions and valuation methodologies requiring management
judgment. Actual results may differ from the forecasted amounts and
the difference could be material. Refer to Note 8, Acquisitions and
disposals.
Assessment of the recoverability of long-lived and intangible
assets and goodwill
The recoverable amounts for long-lived assets, intangible assets and
goodwill have been determined based on the expected future cash
flows attributable to the asset or cash-generating units discounted to
present value. The key assumptions applied in the determination of
the recoverable amount include the discount rate, length of the
explicit forecast period and estimated growth rates, profit margins
and level of operational and capital investment. Amounts estimated
could differ materially from what will actually occur in the future. Refer
to Note 9, Impairment.
Fair value of derivatives and other financial instruments
The fair value of financial instruments that are not traded in an active
market (for example, unlisted equities and embedded derivatives) is
determined using various valuation techniques. The Group uses
judgment to select an appropriate valuation methodology as well as
underlying assumptions based on existing market practice and
conditions. Changes in these assumptions may cause the Group to
recognize impairments or losses in future periods. Refer to Note 16,
Fair value of financial instruments, Note 17, Derivative financial
instruments and Note 34, Financial and capital risk management.
Income taxes
Management judgment is required in determining income tax
expense, tax provisions, deferred tax assets and liabilities and the
extent to which deferred tax assets can be recognized. When
circumstances indicate it is no longer probable that deferred tax
assets will be utilized, they are assessed for realizability and adjusted
as necessary. If the final outcome of these matters differs from the
amounts recorded initially, differences may impact the income tax
expense in the period in which such determination is made. Refer to
Note 12, Income tax expense and Note 26, Deferred Taxes.
The utilization of deferred tax assets is dependent on future taxable
profit in excess of the profits arising from reversal of existing taxable
temporary differences. The recognition of deferred tax assets is
based upon whether it is more likely than not that sufficient taxable
profits will be available in the future from which the reversal of
temporary differences and tax losses can be deducted. Recognition
therefore involves judgment with regard to future financial
performance of a particular legal entity or tax group in which the
deferred tax asset has been recognized.
Pensions
The determination of pension obligations and expenses for defined
benefit pension plans is dependent on certain assumptions used by
actuaries in calculating such amounts. Those assumptions include,
among others, the discount rate, expected long-term rate of return
on plan assets and annual rate of increase in future compensation
levels. A portion of plan assets is invested in equity securities which
are subject to equity market volatility. Changes in assumptions and
actuarial conditions may materially affect the pension obligation and
future expense. Refer to Note 6, Pensions.
New accounting pronouncements under IFRS
The Group will adopt the following new and revised standards, and
amendments and interpretations to existing standards issued by the
IASB that are expected to be relevant to its operations:
IFRS 9, Financial Instruments, will change the classification,
measurement and impairment of financial instruments based on
the Groups objectives for the related contractual cash flows.
IFRS 10, Consolidated Financial Statements, establishes principles
for the presentation and preparation of consolidated financial
statements when an entity controls one or more other entities.
IFRS 11, Joint Arrangements, establishes that the legal form of an
arrangement should not be the most significant factor in the
determination of the appropriate accounting for the arrangement.
Each party in a joint arrangement determines the type of joint
arrangement in which it is involved by assessing its rights and
obligations and then accounts for those rights and obligations in
accordance with that type of joint arrangement.
IFRS 12, Disclosure of Interests in Other Entities, requires the
disclosure of information that enables users of financial statements
to evaluate the nature of, and risks associated with, its interests in
other entities and the effects of those interests on its financial
position, financial performance and cash flows.
75
2 Specific items
The Group separately identifies and discloses certain items, referred to as specific items, by virtue of size, nature or occurrence, including
restructuring charges, country/contract exit charges, purchase price accounting (PPA) related charges and asset impairment charges. This
is consistent with the way that financial performance is measured by management and reported to the senior management team and Board
of Directors and it assists in providing a meaningful analysis of operating results by excluding items that may not be indicative of the operating
results of the Groups business.
In November 2011, the Group announced a strategic shift to focus on the mobile network infrastructure market. This involved a decision to
focus the Groups portfolio on its core profitable businesses and sell or ramp down non-core businesses. The Group also narrowed its regional
focus to make the high value and technologically advanced Japan, South Korea and USA its priority countries and to review certain
underperforming countries or contracts with a view to exiting if necessary. At the same time, the Group announced its intention to reduce its
workforce by 17,000employees by the end of 2013. In 2012, the Group made significant progress in executing this plan both in terms of
focusing on the mobile network infrastructure business, divesting several businesses, exiting certain underperforming customer contracts,
withdrawing from certain countries and making significant reductions in headcount. The associated charges are included in the tables below.
The following table presents specific items included in the operating profit/loss for the Groups continuing operations for the years ended
December 31, 2012, 2011 and 2010:
Country/
contract exit
and mergerRestructuring
related
charges
charges
EURm
2012
Cost of sales
Research & development expenses
Selling & marketing expenses
Administrative & general expenses
Other expenses
Total
2011
Cost of sales
Research & development expenses
Selling & marketing expenses
Administrative & general expenses
Other expenses
Total
2010
Cost of sales
Research & development expenses
Selling & marketing expenses
Administrative & general expenses
Other expenses
Total
PPA related
charges
Other
one-time
charges
Total
564
170
116
155
50
89
18
38
266
87
6
653
208
382
242
78
1 055
107
308
93
1 563
28
26
17
13
19
12
2
5
23
11
79
308
1
51
107
330
37
19
103
42
399
544
60
27
15
43
27
114
(8)
6
33
193
286
174
212
307
76
27
172
145
479
796
The following table presents specific items included in the operating profit/loss for the Groups discontinued operations, Optical Networks, for
the years ended December 31, 2012, 2011 and 2010:
2012
2011
2010
Total
PPA related
charges
PPA related
charges
23
1
6
23
23
30
Restructuring
charges
Other
one-time
charges
Cost of sales
Research & development expenses
Other expenses
1
6
Total
EURm
76
Restructuring charges in 2012 consist primarily of personnel restructuring charges (EUR 911 million). The other main components are real
estate exit costs and a loss, net of gains, of EUR 50 million arising from the sale of divested businesses (refer to Note 8, Acquisitions and
disposals).
Restructuring charges in 2011 consisted primarily of personnel restructuring charges (EUR 68 million) and impairment charges as a result of
writing down the carrying amount of certain disposal groups classified as held for sale to the fair value less costs to sell (refer to Note 31,
Non-current assets and disposal groups classified as held for sale). Restructuring charges in 2010 related to personnel restructuring (EUR
114 million) and structural restructuring for outsourcing and closing manufacturing sites and other real estate locations.
In 2012, country/contract exit charges relate to the realignment of the Groups customer contract and geographic market portfolio and the
related charges to terminate certain underperforming contracts and to withdraw from certain countries in line with the Groups restructuring
program.
Merger-related charges in 2011 and 2010 related to the realignment of the product portfolio and the related charges to replace discontinued
products at customer sites in connection with the Groups formation.
Purchase price accounting (PPA) related charges primarily consist of the amortization of finite lived intangible assets (customer relationships,
developed technology and licenses to use tradename and trademark) recognized in the purchase price allocation stemming from the
Groups formation and subsequent business combinations.
In 2012, other one time charges consist of consultancy fees in connection with the restructuring program included in administrative and
general expenses and impairment charges of EUR 6 million for continuing operations and EUR 23 million for discontinued operations
included in other expenses (refer to Note 9, Impairment and Note 31, Non-current assets and disposal groups classified as held for sale) in
theconsolidated income statement.
3 Segment information
The Groups chief operating decision-maker (CODM) is a group of executive officers comprising the Chief Executive Officer, the Chief
Financial Officer and the Chief Operating Officer. Operating segments have been determined based on the information reviewed by the chief
operating decision-maker for the purposes of allocating resources and assessing performance.
The chief operating decision-maker considers the business from both a geographic and product perspective. The set of components that
constitutes the Groups operating segments has been determined by reference to the core principle governing segment reporting, that is,
based on the provision of information that enables evaluation of the nature and financial effects of the business activities in which the Group
engages and the economic environments in which it operates. Disclosure of information by product dimension is considered to best fulfill this
requirement.
The Group consists of four product-based operating segments: Mobile Broadband, Global Services, Optical Networks and Non-core. At
December 31, 2012 Optical Networks is classified as a disposal group held for sale and as it has represented a separate major line of
business in the past, it is presented as discontinued operations (refer to Note 31, Non-current assets and disposal groups classified as held
for sale). As such, it has been excluded from segment reporting. The Non-core segment does not qualify as a reportable segment in 2012 as
it represents less than 10% of the Groups revenue and operating results.
Mobile Broadband provides radio and core network hardware and software to mobile operators as well as related software and essential
services. Global Services provides professional services including network planning and optimization, the complete management of network
operations, the care and maintenance of network hardware and software and also network implementation and turnkey solutions.
Management assesses the performance of the operating segments based on a measure of operating profit that excludes specific items (for
an analysis of specific items, refer to Note 2, Specific items). The costs of central functions and the Groups worldwide sales and marketing
organization have been allocated to the segments based on the utilization of the respective resources. Taxes, financial income and expenses,
other financial results and share of results of associates are not allocated to segments. There are no transactions between the segments.
Segment revenue as reported here is measured largely in a manner consistent with revenue as reported in the consolidated income
statement. Group level adjustments related to customer projects accounted for under the percentage of completion accounting method
have been allocated to the segments.
No single customer represents 10% or more of Group revenues. No measures of assets and liabilities by segment are reviewed by the chief
operating decision-maker.
77
Mobile
Broadband
EURm
Global
Services
All other
segments
Total
segments
Other
2012
Net sales
Operating profit/(loss) before specific items
Operating profit/(loss) before specific items %
Depreciation and amortization (excluding PPA related charges)
PPA related charges
Restructuring charges
6 043
488
8.1%
199
158
283
6 929
332
4.8%
66
130
414
365
(33)
(9.0)%
7
6
93
13 337
787
35
35
272
294
790
14
265
2011
Net sales
Operating profit/(loss) before specific items
Operating profit/(loss) before specific items %
Depreciation and amortization (excluding PPA related charges)
PPA related charges
Restructuring charges
6 335
214
3.4%
220
195
27
6 737
229
3.4%
71
119
24
573
(108)
(18.8)%
14
15
19
13 645
335
305
329
70
70
33
2010
Net sales
Operating profit/(loss) before specific items
Operating profit/(loss) before specific items %
Depreciation and amortization (excluding PPA related charges)
PPA related charges
Restructuring charges
5 789
153
2.6%
263
271
83
5 889
84
1.4%
67
104
32
528
(71)
(13.4)%
13
34
12 206
166
343
409
115
70
57
Total
13 372
822
6.1%
272
308
1 055
13 645
335
2.5%
305
399
103
12 206
166
1.4%
343
479
172
EURm
2012
2011
2010
891
1 900
1 039
548
1 107
2 032
1 257
579
1 086
2 115
1 378
514
4 378
4 975
5 093
Middle East
Greater China
Japan
India
APAC
687
1 278
2 173
737
1 270
817
1 457
1 533
911
1 176
876
1 448
704
885
1 110
6 145
5 894
5 023
North America
Latin America
1 201
1 648
1 018
1 758
649
1 441
Americas
Total
Of which the Netherlands (country of domicile)
1
78
2 849
2 776
2 090
13 372
13 645
12 206
111
185
113
Non-current assets
The table below presents the Groups largest countries in terms of non-current assets:
EURm
2012
2011
Finland
USA
China
India
Japan
Germany
Poland
Other
452
183
107
74
66
24
24
148
334
311
177
95
71
62
32
431
1 078
1 513
2012
2011
2010
3 431
2 603
4 769
2 942
5 094
2 872
Total
The Netherlands (country of domicile)
Non-current assets comprise intangible assets and property, plant and equipment.
4 Revenue recognition
The following table presents net sales for continuing operations for the years ended December, 31:
EURm
7 338
5 934
4 240
13 372
13 645
12 206
The following revenue recognition related items are included in the consolidated statement of financial position:
2012
EURm
Assets
700
Assets
Liabilities
1 267
216
2011
Liabilities
260
58
100
95
136
All assets in the above table are included within accounts receivable and all liabilities are included within accrued expenses in the statement
offinancial position.
The aggregate amount of costs incurred and recognized profits (net of recognized losses) for construction contracts in progress is
EUR18107 million at December 31, 2012 (EUR 20 077 million in 2011).
79
2012
2011
2010
3 744
11
204
494
3 466
(8)
196
482
3 015
(5)
186
414
Total
4 453
4 136
3 610
Pension expenses include expenses related to defined contribution plans of EUR 164 million (EUR 153 million in 2011 and EUR 141 million
in2010).
The average monthly number of employees in 2012 was 64 052 (71 882 in 2011 and 65 379 in 2010).
6Pensions
The Groups largest defined benefit pension plans are in Germany where individual benefits are generally based on eligible compensation
levels and/or ranking within the company and years of service. The majority of active employees in Germany participate in the pension
scheme BAP (Beitragsorientierter Altersversorgungs Plan), formerly known as Beitragsorientierte Siemens Altersversorgung. This plan is a
partly funded defined benefit pension plan, the benefits of which are predominantly based on contributions made by the company and
returns earned on such contributions, subject to a minimum return guaranteed by the company. Prior to this plan, employees participated in
the IP-Plan (Individuelle Pensionszusage), which was closed to new entrants in 2003 and any entitlement previously earned was integrated
into the BAP. The funding vehicle for the BAP and former IP plan is the NSN Pension Trust e.V.
Other significant plans are in Switzerland, India and the United Kingdom (UK). In Switzerland, individual benefits are provided through the
collective foundation Profond. The plans benefits are based on age, years of service, salary and on an individual old age account. The
funding vehicle for the pension scheme is the Profond Vorsorgeeinrichtung. In India, government mandated Gratuity and Provident plans
provide benefits based on years of service and projected salary levels at date of separation for the Gratuity plan and through an interest rate
guarantee on existing investments in a Government prescribed Provident Fund Trust. In the UK, individual benefits are generally dependent
on eligible compensation levels and years of service for the defined benefit section of the plan and on individual investment choices for the
defined contribution section of the plan. The funding vehicle for the pension plan is the Nokia Siemens Networks Pension Plan that is run on a
Trust basis.
In addition, the Group operates a number of post-employment benefit plans in various other countries. These plans include both defined
contribution and defined benefit plans.
80
EURm
2012
2011
(1 221)
2
(49)
(56)
(15)
(2)
(220)
14
13
12
47
(2)
(1 088)
3
(47)
(56)
(8)
(1)
(7)
(1)
3
16
28
(63)
(1 477)
(1 221)
1 124
(2)
56
61
31
15
(32)
(12)
(9)
1
1 050
(2)
52
(48)
34
8
(21)
(2)
(10)
63
1 233
1 124
In 2012, the Group recognized curtailments related to restructuring in various countries including Germany, Belgium, Switzerland and the Netherlands.
In 2011, the Group reclassified an existing pension plan as a defined benefit plan due to a requirement to cover a shortfall in the return on plan assets. This reclassification did
not have a material impact on the Groups financial statements.
1
2
The following table reconciles the present value of the defined benefit obligation and the fair value of plan assets to the accrued pension cost
recognized in the statement of financial position:
EURm
2012
2011
(1 477)
1 233
(1 221)
1 124
(244)
1
171
(97)
1
16
(2)
(2)
(74)
(82)
The present value of the defined benefit obligation includes EUR 243 million (EUR 126 million in 2011) of wholly funded obligations,
EUR1196million (EUR 1 055 million in 2011) of partly funded obligations and EUR 38 million (EUR 40 million in 2011) of unfunded obligations.
81
EURm
2012
2011
2010
49
56
(56)
5
2
(16)
47
56
(52)
7
1
(7)
(9)
47
52
(55)
(3)
1
3
40
43
45
2012
2011
The movements in accrued pension cost recognized in the statement of financial position are as follows:
EURm
82
40
(31)
(15)
(2)
78
43
(34)
(6)
2
(1)
74
82
The net accrued pension cost above is made up of an accrual of EUR 106 million included in other long-term liabilities (EUR 108 million in
2011), a prepayment of EUR 41 million included in prepaid expenses and accrued income (EUR 31 million in 2011) and EUR 9 million
reclassification to liabilities included in disposal groups classified as held for sale (EUR 5 million in 2011). Refer to Note 31, Non-current assets
and disposal groups classified as held for sale.
The following table shows the deficit or surplus in the Groups plans and the history of experience adjustments:
EURm
2012
2011
2010
2009
2008
(1 477)
1 233
(1 221)
1 124
(1 088)
1 050
(964)
955
(822)
847
(244)
(97)
(38)
(9)
25
(21)
61
21
(48)
19
(9)
1
41
31
3
2012
2011
3.54
1.82
3.11
2.36
1.64
4.89
1.83
4.50
2.39
1.60
82
The Groups weighted average pension plan asset allocation as a percentage of plan assets by asset category at December 31 is as follows:
Asset category:
Equity securities
Debt securities
Insurance contracts
Real estate
Short-term investments
Other
Total
2012
2011
24
56
5
5
4
6
22
59
5
5
4
5
100
100
The objective of the investment activities is to maximize the excess of plan assets over projected benefit obligations, within an accepted risk
level, taking into account the interest rate and inflation sensitivity of the assets as well as the obligations. Additionally, the objective is to
generate an efficient strategic asset allocation in accordance with the Groups investment policy to achieve the required return on pension
assets.
The total expected return on plan assets is based on the expected return multiplied by the respective percentage weight of the market-related
value of plan assets. The expected return is defined on a uniform basis, reflecting long-term historical returns, current market conditions and
strategic asset allocation.
In 2012, the actual return on plan assets was EUR 117 million (EUR 4 million in 2011).
In 2013, the Group expects to make contributions of EUR 25 million to its defined benefit pension plans.
83
EURm
Provisional
fair values
Adjustments
Final
fair values
642
642
Non-current assets
Goodwill
Intangible assets subject to amortization:
Developed technology
Customer relationships
Other intangible assets
155
164
156
195
3
156
195
3
509
105
6
36
9
(8)
518
97
6
36
656
657
103
228
20
31
(6)
103
222
20
31
382
1 038
(6)
(5)
376
1 033
15
15
15
15
Current assets
Inventories
Accounts receivable
Prepaid expenses and accrued income
Bank and cash
Total assets acquired
Non-current liabilities
Deferred tax liabilities
Other long-term liabilities
30
30
Current liabilities
Accounts payable
Accrued expenses
Provisions
154
166
30
(1)
(2)
(2)
153
164
28
350
380
16
(5)
(5)
345
375
16
642
642
The fair values of developed technology and customer relationships acquired in the deal have been estimated through relief from royalty and
excess earnings methods of valuation, respectively. Key assumptions applied in the valuation models included royalty rates ranging from 3%
to 10% for the developed technology, and a discount rate of 14.1% for customer relationships.
84
The acquisition of the Motorola Solutions networks business included a contingent consideration arrangement that required Motorola
Solutions to make installment payments to the Group subject to certain conditions being fulfilled by the Group. The maximum amount of
installment payments under the arrangement, EUR 85 million, was received, of which EUR 68 million was received in 2012 and EUR 17 million
in 2011. On receipt of the final payment in 2012, EUR 4 million was recognized in the consolidated income statement as the consideration
received was in excess of the fair value of the EUR 81 million receivable recognized.
The fair value of accounts receivable of EUR 222 million includes trade receivables with a fair value of EUR 146 million. The gross contractual
amount for trade receivables due at the date of acquisition was EUR 255 million, of which EUR 109 million was expected to be uncollectible.
Acquisition-related costs of EUR 4 million and EUR 8 million for 2011 and 2010, respectively, are included in the consolidated income
statement in administrative and general expenses.
From the date of acquisition on April 30, 2011 the Group included net sales of EUR 894 million and a net loss of EUR 4 million for the year
ended December 31, 2011 in respect of the acquired Motorola Solutions networks business. The net loss included EUR 39 million related to
restructuring charges and EUR 48 million related to the amortization of acquired intangible assets and other purchase price accounting
related charges.
The Groups net sales and net loss for the year ended December 31, 2011 would have been EUR 14 828 million and EUR 612 million,
respectively, had the acquisition occurred on January 1, 2011. This unaudited pro forma information is not necessarily indicative of the results
of the combined operations had the acquisition actually occurred on January 1, 2011 or indicative of the future results of the combined
operations.
The non-controlling interest (representing 49% of Motorola Solutions Hangzhou subsidiary) in the Motorola Solutions networks business
recognized at the acquisition date was measured at the present ownership interests proportionate share in the recognized amounts of the
acquirees net identifiable assets and amounted to EUR 16 million.
Other acquisitions effected in 2011
On January 3, 2011 the Group acquired 100% of the share capital of Iris Telekomnikasyon Mhendislik Hizmetleri A.S, a telecom and
engineering services provider with its headquarters in Istanbul, Turkey. The purchase consideration paid and goodwill arising from the
acquisition amounted to EUR 20 million and EUR 6 million, respectively.
Acquisitions effected in 2010
There were no acquisitions in 2010.
Disposals effected in 2012
In 2012, the Group divested several non-core businesses as part of the implementation of its strategy to focus on mobile broadband and
services. On January 11, 2012 the Group entered into an agreement with Motorola Solutions Inc. to transfer all assets and liabilities related to
the Norwegian nationwide TETRA Ndnett project, including associated employees. The transaction was completed on February 24, 2012.
The sale of the WiMax business to NewNet Communication Technologies, LLC was completed on February 3, 2012. On May 3, 2012 the
Group concluded the sale of its fixed line broadband access business to Adtran Inc., and on June 1, 2012 the initial closing of the transaction
to sell the microwave transport business to DragonWave Inc. was completed. Additionally, the Group carried out three other disposals that
did not have a material impact on the consolidated financial statements. The total net consideration paid in connection with these disposals
amounted to EUR 124 million in cash. Additionally, shares with fair market value of EUR 5 million were received.
85
The results of businesses disposed of are included in the consolidated income statement up to the date of disposal. The assets and liabilities
disposed of were as follows:
EURm
2012
1
24
28
1
54
Accounts payable
Accrued expenses
Provisions
19
13
117
149
Additionally, provisions of EUR 26 million were recognized for contractual obligations entered into at closing.
A loss, net of gains, of EUR 50 million arising from the sale of these businesses is included in other expenses in the consolidated income
statement.
Disposals effected in 2011
There were no disposals in 2011.
Disposals effected in 2010
On May 12, 2010 the Group completed the transfer of its Radio Access activities in Italy to Value Team SpA, an IT consulting and solutions
company of the Value Partners Group. The two companies also signed a long-term collaboration agreement which defines Value Team as
one of the Groups preferred partners in the development of new technologies, mainly in mobile networks. In 2010, the Group also completed
the divestment of its cable television business in Luxembourg, and the sale of 100% ownership in Garderos Software Innovations GmbH in
Germany. Total consideration received for the disposals in 2010 amounted to EUR 11 million in cash. In 2011, an additional EUR 1 million of
cash was received in relation to divestments effected in 2010.
The assets and liabilities disposed of were as follows:
EURm
2010
7
1
24
12
44
Accounts payable
Accrued expenses
1
8
86
9Impairment
Goodwill
2012
For the purpose of impairment testing, goodwill is allocated to the Groups cash-generating units or groups of cash-generating units (CGUs)
that are expected to benefit from the synergies of the business combination in which the goodwill arose.
The recoverable amounts of the groups of cash-generating units were determined based on the fair value less costs to sell approach. In the
absence of observable market prices, the fair values less costs to sell were estimated based on an income approach, specifically a
discounted cash flow model.
The cash flow projections employed in the model were based on financial plans approved by management covering an explicit forecast
period of three years. Cash flows in the subsequent periods reflect a realistic pattern of slowing growth that declines towards an estimated
terminal growth rate utilized in the terminal period. The terminal growth rates utilized do not exceed the long-term average growth rates for the
industry and economies in which the cash-generating units operate. The projections utilized are consistent with external sources of
information wherever available.
The key assumptions applied in the impairment testing analysis and goodwill allocated to each group of cash-generating units at December
31, 2012 are presented in the table below:
EURm
Discount rate
Carrying amount
of goodwill
Terminal
growth rate
Post-tax
Pre-tax
90
92
1.37%
0.00%
10.88%
9.68%
14.74%
13.33%
182
Other key variables within the future cash flow projections utilized include assumptions around estimated sales growth and gross margin.
Due to exchange rate fluctuations, the goodwill allocated to the Global Services group of cash-generating units which is largely denominated
in US dollars, is EUR 1 million less at December 31, 2012 compared to the euro value at September 30, 2012, the date of goodwill impairment
testing.
The goodwill impairment testing analysis did not result in impairment charges. A sensitivity analysis has been carried out with respect to the
gross margin and discount rate assumptions applied. The recoverable amounts calculated based on the sensitized assumptions do not
indicate impairment. Further, no reasonably possible changes in other key assumptions on which the Group has based its determination of
the recoverable amounts would result in impairment charges.
2011
Goodwill impairment testing was performed at December 31, 2011 following the Groups announcement of a new strategy and related
restructuring in November 2011. For the purpose of the impairment testing, goodwill which was provisional with respect to the business
acquired from Motorola Solutions was allocated on a provisional basis to the Groups cash-generating units as follows:
EURm
Carrying amount
of goodwill
Network Systems
Global Services
Business Solutions
83
90
Total
173
The recoverable amounts of the cash-generating units were determined based on the fair value less costs to sell approach. In the absence of
observable market prices, the fair value less costs to sell was estimated based on an income approach, specifically a discounted cash flow
model.
87
The cash flow projections employed in the model were based on financial plans approved by management. These projections are consistent
with external sources of information, wherever available. Cash flows beyond the explicit forecast period of four years were extrapolated by
applying an estimated residual growth rate of 1% for the cash-generating units. This residual growth rate does not exceed the long-term
average growth rates for the industry and economies in which the cash-generating units operate. The post-tax cash flow projections of the
cash-generating units were discounted using a post-tax discount rate of 10.36%, which corresponds to a pre-tax discount rate of 13.77%.
Other key variables within the future cash flow projections include assumptions around estimated sales growth and gross margin.
The goodwill impairment testing analysis did not result in impairment charges. A sensitivity analysis was carried out by applying lower
estimated gross margin assumptions and certain execution risk adjustments to expected savings in operating expenses. The recoverable
amounts calculated based on these sensitized assumptions did not indicate impairment. Further, no reasonably possible changes in other
key assumptions on which the Group had based its determination of the cash-generating units recoverable amounts would have resulted in
impairment charges.
Other intangible assets
The Group recognized a charge of EUR 8 million on intangible assets in connection with its decision to cease product development for certain
operations. This impairment charge is included in other expenses in the consolidated income statement.
In 2011, in connection with the Groups announcement of a new strategy and related restructuring in November 2011 and as part of the
goodwill impairment testing, the Group conducted an assessment of the carrying amounts of the identifiable intangible and tangible assets
that were allocated to the above cash-generating units and concluded that the carrying amounts were recoverable.
Investments in associates and other companies
In 2012, the Group recognized an impairment charge of EUR 6 million to adjust investment in one of its associates to the recoverable amount.
This impairment charge is recognized in other expenses in the consolidated income statement.
Non-current assets and disposal groups held for sale
In 2012, the Group recognized impairment charges of EUR 23 million on the property, plant and equipment of the Optical Networks business
as a result of writing down the carrying amount to the fair value less costs to sell (refer to Note 31, Non-current assets and disposal groups
classified as held for sale). This impairment charge is included within other expenses in the consolidated income statement.
In 2011, the Group recognized impairment charges totaling EUR 19million as a result of writing down the carrying amount of certain disposal
groups classified as held for sale to the fair value less costs to sell. The impairment charge is included in other expenses in the consolidated
income statement.
EURm
2012
2011
2010
74
180
271
62
74
261
312
64
70
424
291
58
Total
587
711
843
The above table includes depreciation and amortization related to discontinued operations, totaling EUR 11 million in 2012 (EUR 19 million in
2011 and EUR 20 million in 2010).
88
2012
2011
2010
13
1
1
12
1
2
11
15
15
14
(113)
(10)
(95)
(13)
(137)
(20)
Financial expense
(123)
(108)
(157)
(28)
(171)
58
(114)
(2)
(356)
255
(4)
(199)
(58)
(105)
Total
(307)
(151)
(248)
EURm
2012
2011
2010
239
103
270
(36)
255
(91)
Total
342
234
164
(9)
351
(13)
247
47
117
342
234
164
Netherlands
Other countries
Total
The difference between the income tax expense computed at the statutory rate in the Netherlands of 25% (25% in 2011 and 25.5% in 2010)
and income taxes recognized in the consolidated income statement is reconciled as follows at December 31:
EURm
2012
2011
2010
(260)
31
(18)
(28)
(24)
5
640
(94)
30
1
12
5
6
265
(221)
102
73
(11)
2
2
278
1
(5)
(9)
9
9
(63)
4
(2)
342
234
164
In 2012, this item primarily relates to current year Finnish tax losses and temporary differences and past and current year German tax losses and temporary differences for which
no deferred tax was recognized. In 2011 and 2010, this item primarily related to Finnish tax losses and temporary differences for which no deferred tax was recognized.
Income tax returns of certain Group companies for the years prior to and after the formation of the Group are under examination by the
relevant tax authorities. The Group does not believe that any significant additional taxes in excess of those already provided for will arise as a
result of these examinations.
89
13 Intangible assets
EURm
2012
2011
Goodwill
Acquisition cost January 1
Translation differences
Acquisitions
173
(1)
10
12
161
182
173
173
182
173
3 021
(2)
25
(51)
(17)
2 625
24
16
365
(9)
2 976
3 021
(2 328)
(1)
43
16
(319)
(1 928)
(1)
7
(406)
(2 589)
(2 328)
693
387
697
693
823
(7)
823
816
823
(817)
7
(6)
(785)
(32)
(816)
(817)
38
6
Goodwill adjustment due to a fair value adjustment relating to the acquisition of Motorola Solutions networks business (refer to Note 8, Acquisitions and disposals).
Capitalized development costs are included in Other intangible assets in the consolidated statement of financial position.
1
2
At December 31, 2012 other intangible assets include customer relationships with a carrying value of EUR 217 million (EUR 466 million in
2011), developed technology with a carrying value of EUR 131 million (EUR 177 million in 2011), and licenses to use tradename and trademark
of EUR 1 million (EUR 20 million in 2011). The remaining amortization period ranges from one month to three years for licenses to use
tradename and trademark, from one month to five years for developed technology and from three months to five years for customer
relationships.
90
2012
2011
9
1
10
9
10
1
9
266
(2)
32
(1)
(32)
214
29
32
(9)
263
266
(96)
1
25
(43)
(56)
(1)
6
(45)
(113)
(96)
170
150
158
170
1 673
173
(8)
(86)
(177)
(44)
1 479
(4)
247
65
(10)
(88)
(16)
1 531
1 673
(1 247)
63
169
35
(219)
(1 103)
(14)
82
14
(226)
(1 199)
(1 247)
426
332
376
426
36
(3)
13
(2)
24
(1)
31
1
(5)
(12)
(10)
2
(8)
(13)
17
36
509
641
Fair value adjustment relating to the acquisition of Motorola Solutions networks business (refer to Note 8, Acquisitions and disposals).
91
15 Investments in associates
EURm
2012
2011
28
(6)
(3)
4
42
(1)
6
(17)
(2)
31
28
The Groups investments in associates are in unlisted companies in all years presented. The reporting date of the financial statements used
for calculation is within three months of the Groups period end, in accordance with the availability of financial information of the Groups
associates.
In 2012, the Group recognized an impairment charge of EUR 6 million to adjust investment in one of its associates to the recoverable amount.
There are no unrecognized losses in respect of associates (EUR 2 million in 2011).
The following table presents the Groups principal associates. All amounts are in millions.
Assets
Principal associates
2010
TD Tech Holding Ltd.1
Fujian Funo Mobile Communication
Technology Ltd.2
2011
TD Tech Holding Ltd.1
Fujian Funo Mobile Communication
Technology Ltd.2
2012
TD Tech Holding Ltd.1
Fujian Funo Mobile Communication
Technology Ltd.2
Local currency is HKD.
Local currency is CNY.
1
2
92
Local
currency
Liabilities
EUR
Local
currency
1 785
174
351
Net sales
EUR
Local
currency
EUR
Local
currency
EUR
1 298
127
4 689
452
220
21
40
97
11
230
25
24
741
73
769
76
1 570
144
(527)
(48)
426
51
145
18
292
32
28
542
53
419
41
2 264
227
152
15
440
54
141
17
234
29
18
EURm
Current Non-current
availableavailablefor-sale
for-sale
financial
financial
assets
assets
2012
Available-for-sale investments1
Long-term loans receivable2
Accounts receivable
Current portion of long-term loans receivable3
Derivatives and other current financial assets
Fixed income and money-market investments carried
atfair value
708
708
Loans and
receivables
measured
at
amortized
cost
156
63
4 111
37
9
156
4 220
Financial
liabilities
measured
at
amortized
cost
29
29
Financial
assets and
liabilities at
fair value
through
profit or
loss
16
16
Total
carrying
amounts
Fair value
29
63
4 111
37
165
29
60
4 111
37
165
708
708
5 113
5 110
821
195
821
195
824
195
124
10
2 352
124
26
2 352
124
26
2 352
3 502
3 518
3 521
93
Carrying amounts
Current Non-current
availableavailablefor-sale
for-sale
financial
financial
assets
assets
EURm
2011
Available-for-sale investments1
Long-term loans receivable2
Accounts receivable
Current portion of long-term loans receivable3
Derivatives and other current financial assets
Fixed income and money-market investments carried
atfair value
897
897
Loans and
receivables
measured
at
amortized
cost
42
85
5 215
54
19
42
5 373
Financial
liabilities
measured
at
amortized
cost
23
23
Financial
assets and
liabilities at
fair value
through
profit or
loss
76
76
Total
carrying
amounts
Fair value
23
85
5 215
54
61
23
82
5 215
54
61
897
897
6 335
6 332
366
357
3
888
21
2 209
366
357
3
888
97
2 209
372
357
3
888
97
2 209
3 844
3 920
3 926
Includes investments in publicly quoted equity shares and investments carried at fair value of EUR 5 million and EUR 24 million, respectively in 2012 (EUR 1 million and
EUR22 million in 2011).
2
Includes EUR 39 million (EUR 60 million in 2011) relating to customer financing.
3
Includes EUR 35 million (EUR 54 million in 2011) relating to customer financing.
1
The long-term loans receivable fair value is measured by amortizing the future cash flows of customer loans using the current credit risk factor
(discount factor) of the borrower, whereas the carrying amount is based on the effective interest rate. The fair values of accounts receivable
and accounts payable are assumed to approximate their carrying amounts due to their short-term nature. The fair values are estimated to be
equal to the carrying amounts for short-term financial assets and financial liabilities due to the limited credit risk and short maturity. Fixed
income and money-market investments include available-for-sale investments, liquid assets of EUR 2 million (EUR 13 million in 2011) and
available-for-sale investments, cash equivalents of EUR 706 million (EUR 884 million in 2011).
The fair value of long-term interest bearing liabilities is determined with reference to quoted yield curves. Derivative and other current financial
assets include EUR 156 million derivative assets (EUR 42 million in 2011). Derivative and other financial liabilities include EUR 16 million
derivative liabilities (EUR 76 million in 2011) and a non-derivative short-term financial liability of EUR 8 million related to assets held temporarily
by the Group due to a sale of receivable arrangement in China (EUR 21 million in 2011). The fair value of other financial liabilities is assumed to
approximate the carrying amount due to its short-term nature.
For information on the valuation of items measured at fair value refer to Note 1, Accounting principles. Refer to Note 17, Derivative financial
instruments for the split of hedge accounted and non-hedge accounted derivatives.
94
EURm
2012
Fixed income and money-market investments carried
at fair value
Investments at fair value through profit and loss
Available-for-sale investments in publicly quoted
equity shares
Other available-for-sale investments carried at fair value
Derivative assets
Total financial assets
Instruments with
quoted prices in
active markets
(Level 1)
Valuation
technique using
observable data
(Level 2)
Valuation
technique using
non-observable data
(Level 3)
Total
708
708
14
156
10
5
24
156
713
170
10
893
Derivative liabilities
26
26
26
26
Instruments with
quoted prices in
active markets
(Level 1)
Valuation
technique using
observable data
(Level 2)
Valuation
technique using
non-observable data
(Level 3)
Total
897
897
13
42
1
22
42
EURm
2011
Fixed income and money-market investments carried
at fair value
Investments at fair value through profit and loss
Available-for-sale investments in publicly quoted
equity shares
Other available-for-sale investments carried at fair value
Derivative assets
Total financial assets
898
55
962
Derivative liabilities
76
76
76
76
Level 1 includes financial assets and liabilities that are measured in whole or significant part by reference to published quotes in an active
market. A financial instrument is regarded as quoted in an active market 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 arms length basis. This level includes listed bonds and other securities, listed shares and exchange traded derivatives.
Level 2 includes financial assets and liabilities measured using a valuation technique based on assumptions that are supported by prices
from observable current market transactions. These include assets and liabilities for which pricing is obtained via pricing services but where
prices have not been determined in an active market, financial assets with fair values based on broker quotes, investments in private equity
funds with fair values obtained via fund managers and assets that are valued using the Groups own valuation models in which the material
assumptions are market observable. The majority of the Groups over-the-counter derivatives and certain other instruments not traded in
active markets fall within this level.
Level 3 valuation techniques using non-observable inputs mean that fair values are determined in whole or in part using a valuation technique
based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they
based on available market data. However, the fair value measurement objective remains the same, that is, to estimate an exit price from the
Groups perspective. The main asset classes in this level are unlisted equity investments and unlisted funds.
95
The following table reconciles the opening and closing balances of financial instruments in Level 3:
Other
available-for-sale
investments carried
at fair value
EURm
Purchases
Other movements
9
(7)
Purchases
10
EURm
Liabilities
Notional2
Fair value1
Notional2
2012
Cash flow hedges:
Forward foreign exchange contracts
Derivatives not designated in hedge accounting
relationships carried at fair value through
profitand loss:
Forward foreign exchange contracts
Currency options bought
Currency options sold
Interest rate swaps
40
(2)
1 111
143
12
4 400
503
150
(12)
(2)
1 545
54
150
Total
156
5 093
(16)
2 860
Assets
Fair value1
EURm
Liabilities
Notional2
Fair value1
Notional2
2011
Cash flow hedges:
Forward foreign exchange contracts
Derivatives not designated in hedge accounting
relationships carried at fair value through
profitand loss:
Forward foreign exchange contracts
Currency options bought
Currency options sold
Interest rate swaps
Other derivatives
1 680
(15)
1 838
33
2
2 617
312
(57)
(3)
(1)
2 752
136
150
Total
42
4 609
(76)
4 876
The fair value of derivative financial instruments is included as an asset in other financial assets and as a liability in other financial liabilities.
Includes the gross amount of all notional values for contracts that have not yet been settled or cancelled. The amount of notional value outstanding is not necessarily a
measure or indication of market risk as the exposure of certain contracts may be offset by that of other contracts.
1
2
At December 31, 2012, the Forward foreign exchange contracts under Cash flow hedges exclude the impact of the classification change of the Forward
foreign exchange contracts from qualifying cash flow hedges to non-qualifying cash flow hedges, and are included under Forward foreign exchange
contracts in Derivatives not designated in hedge accounting relationships carried at fair value through profit and loss. Previously these were included
under Forward foreign exchange contracts under Cash flow hedges. For comparability purposes, this reclassification was also made for 2011. There is
no change in total derivative financial instruments assets or liabilities as a result of the reclassification.
96
18Inventories
EURm
2012
2011
200
217
564
3
315
235
719
6
Total
984
1 275
In 2012, the cost of inventories recognized as an expense and included in cost of sales was EUR 3 868 million (EUR 4 266 million in 2011 and
EUR 4 007 million in 2010).
Movements in allowances for excess and obsolete inventory:
EURm
2012
2011
2010
At January 1
Charged to income statement
Deductions
223
142
(127)
225
105
(107)
272
75
(122)
At December 31
238
223
225
Deductions include utilization and releases of the allowances. In 2012, deductions also include a reclassification to assets of disposal groups
classified as held for sale of EUR 39 million (EUR 2 million in 2011). Refer to Note 31, Non-current assets and disposal groups classified as held
for sale.
2012
2011
VAT
Other taxes
Deposits
Prepaid pension costs
Other prepaid expenses and accrued income
167
409
45
41
217
194
430
50
31
346
Total
879
1 051
Other prepaid expenses and accrued income include various amounts which are individually insignificant.
EURm
2012
2011
2010
At January 1
Charged to income statement
Deductions
110
46
(36)
159
43
(92)
154
70
(65)
At December 31
120
110
159
Deductions include utilization and releases of the allowances. In 2011, deductions also included reclassifications to assets of disposal groups
classified as held for sale of EUR 2 million. Refer to Note 31, Non-current assets and disposal groups classified as held for sale.
97
Gross
Tax
Net
20
88
(15)
2
3
22
91
(15)
93
98
45
(7)
45
(7)
131
136
(2)
(1)
(2)
(1)
128
133
The tax relating to exchange differences on translating foreign operations is current tax.
Available-for-sale investments
Tax
Net
Gross
Tax
Net
Gross
Tax
Net
64
(17)
47
64
(17)
47
(129)
14
(115)
(129)
14
(115)
149
149
149
149
(119)
(119)
(119)
(119)
(35)
(3)
(38)
(35)
(3)
(38)
(24)
(18)
(24)
(18)
24
24
24
24
13
(3)
10
13
(3)
10
(1)
(1)
(1)
(1)
(18)
(18)
(1)
(1)
(19)
(19)
30
30
30
30
157
157
157
157
(93)
(93)
(93)
(93)
76
76
(1)
(1)
75
75
Deferred tax for the Groups foreign subsidiaries was not recognized at December 31, 2012, 2011 and 2010 due to valuation adjustments.
Included in the initial acquisition consideration for the Motorola Solutions networks business. Refer to Note 8, Acquisitions and disposals.
98
Total
Gross
In order to ensure that amounts deferred in the cash flow hedging reserve represent only the effective portion of gains and losses on properly
designated hedges of future transactions that remain highly probable at the statement of financial position date, the Group has adopted a
process under which all derivative gains and losses are initially recognized in the consolidated income statement. The appropriate reserve
balance is calculated at the end of each period and recorded in fair value and other reserves.
The Group continuously reviews the underlying cash flows and the hedges allocated thereto, to ensure that the amounts transferred to fair
value reserves during the year ended December 31, 2012, 2011 and 2010 do not include gains or losses on forward exchange contracts that
have been designated to hedge forecasted sales or purchases that are no longer expected to occur.
All the net fair value gains or losses recorded in fair value and other reserves at December 31, 2012 on open forward foreign exchange
contracts, which hedge anticipated future foreign currency sales or purchases, are transferred from the hedging reserve to the consolidated
income statement when the hedged items affect the income statement at various dates up to approximately 15 months from the statement of
financial position date.
2012
2011
2010
Share capital
Share premium
Additional parent contribution
0
9 726
18
0
9 726
18
0
8 726
18
Total
9 744
9 744
8 744
7 194
2 532
18
7 194
2 532
18
7 194
1 532
18
Total
9 744
9 744
8 744
Number of shares
49 999
49 999
25
50
4
4
4
1
199 996
199 996
100
50
Share capital
Class A
Class B
Class C
Class D
100 073
Class CPA
Class CPB
Class CPC
Class CPD
400 142
Number of shares
150
150
100
100
0.01
0.01
0.01
0.01
1.5
1.5
1.0
1.0
500
99
EURm
Number of shares
Share capital
Share premium
100 073
7 194
100 073
7 194
100 073
7 194
100 073
7 194
Each class A share, class B share and class C share confers the right to cast 400 votes and each class D share confers the right to cast 100
votes at the general meeting of Nokia Siemens Networks. Class D shares are not entitled to vote on the appointment, removal or suspension of
managing directors. The class C and class D shares are not entitled to any balance in a share premium reserve. If dividends or other distributions
are made, the shares shall give entitlement to such dividends and other distributions in accordance with the following ratio:
Class A share 1
Class B share 1
Class C share 1/100th
Class D share 4/100th
However, no distributions to holders of class A shares, class B shares, class C shares and class D shares shall be made until the cumulative
preference share premium, cumulative preference shares profit reserves and unrecognized cumulative preference dividends have been fully
distributed to the holders of the cumulative preference shares A, B, C, and D.
Fully paid cumulative preference shares
EURm
Number of shares
Share capital
Share premium
0
300
1 532
300
200
1 532
1 000
500
2 532
500
2 532
Each cumulative preference share confers the right to cast one vote at the general meeting of Nokia Siemens Networks. Cumulative
preference shareholders A and B are entitled to cumulative profit reserves A and B, which is cumulatively 10% of the share par value plus the
share premium. As the cumulative preference share premium A and B and cumulative preference share profit reserves A and B were not fully
distributed on July 1, 2012 the percentage increases annually on July 1 by 1% per year up to a maximum of 13%. Cumulative preference
shareholders C and D are entitled to cumulative profit reserves C and D, which is cumulatively 12% of the share par value plus the share
premium. If the cumulative preference share premium C and D and cumulative preference share profit reserves C and D have not been fully
distributed on July 1, 2014 the percentage shall increase annually on July 1 by 1% per year up to a maximum of 15%.
No distributions of cumulative profit reserves have been made at December 31, 2012. The total amount of cumulative preference share
dividends not recognized at December 31, 2012 is EUR 576 million (EUR 267 million in 2011 and EUR 76 million in 2010).
Distributions of any other reserves or distributions to ordinary shares shall not take place until the cumulative preference share premium,
cumulative preference shares profit reserves and unrecognized cumulative preference share dividends have been fully distributed to the
holders of the cumulative preference shares A, B, C and D.
Legal reserve
Nokia Siemens Networks B.V. has a legal reserve of EUR 66 million (EUR 68 million in 2011 and EUR 45 million in 2010) that is not available for
distribution to its shareholders. The legal reserve consists of the portion of the cumulative share in the income of group companies of Nokia
Siemens Networks B.V. which is restricted from distribution due to Dutch regulatory requirements. The legal reserves are included in the
accumulated deficit in the consolidated statement of financial position.
100
EURm
2012
2011
50
35
88
44
600
4
150
80
132
821
366
100
45
44
100
44
91
115
7
195
357
82
3
39
613
148
89
38
124
888
1 140
1 611
In 2011, the Group entered into a forward starting credit facility (FSCF) with major international banks with an available commitment of
EUR1500 million effective from the forward start date of June 1, 2012. This facility replaced the matured EUR 2 000 million revolving credit
facility from 2009. The forward starting credit facility comprises two parts, a revolving credit facility maturing in June 2015 and a term loan
facility that matures in June 2013. In December 2012, the Group made a EUR 150 million repayment of the term loan and agreed on a restated
EUR 1 350 million forward starting credit facility with the lenders which extended the maturity of the remaining EUR 600 million term loan to
March 2014. The forward starting credit facility is used for general corporate purposes and includes financial covenants relating to financial
leverage and interest coverage of the Group. Nokia Siemens Networks B.V. and Nokia Siemens Networks Oy act as the Guarantors for the
facility. At December 31, 2012 EUR 600 million term loan was outstanding (EUR 613 million was drawn under the EUR 2 000 million revolving
credit facility at December 31, 2011) and is included in long-term interest-bearing liabilities. At December 31, 2012 all financial covenants are
satisfied.
Nokia Siemens Networks B.V. acts as the Guarantor for the Finnish pension loan guarantee facility and the EUR 500 million commercial paper
program in Finland. Nokia Siemens Networks B.V. and Nokia Siemens Networks Oy act as the Guarantors for the European Investment Bank
and the Nordic Investment Bank loans. The European Investment Bank and the Nordic Investment Bank loans and the Finnish pension loan
guarantee facility include similar covenants to the restated forward starting credit facility. All the financial covenants are satisfied at December
31, 2012.
The Groups credit facilities are subject to financial covenants and cross default provisions and the Group is in compliance with these at
December 31, 2012. Management believes there is sufficient headroom with respect to the covenants to meet the Groups liquidity needs.
25 Share-based payment
The Group established a share-based incentive program in 2012 under which options are granted to selected employees. The options
become exercisable on the fourth anniversary of the grant date or, if earlier, on the occurrence of certain corporate transactions such as an
initial public offering (IPO).
The exercise price of the options is based on a per share value on grant as determined for the purposes of the incentive program. The options
will be cash-settled at exercise unless an IPO has taken place, at which point they would be converted into equity-settled options. If the
101
awards are cash-settled, the holder will be entitled to half of the share appreciation based on the exercise price and the estimated value of
shares on that date. If an IPO has not taken place by the sixth anniversary of the grant date, the Group will cash out any remaining options. If
an IPO has taken place, equity options remain exercisable until the tenth anniversary of the grant date. The gains that may be made under the
plan are also subject to a cap. The options are accounted for as a cash-settled share-based payment liability based on the circumstances at
December 31, 2012. The fair value of the liability is determined based on the reporting date estimated value of shares less the exercise price of
the options. For the purpose of estimating the share-based payment expense, it is assumed that the cash-settled options would be exercised
immediately by participants upon vesting four years after the grant date.
The total carrying amount for liabilities arising from share-based payment transactions is EUR 11 million at December 31, 2012 and is accrued
in salaries and wages (refer to Note 27, Accrued expenses) in the consolidated statement of financial position.
Refer to Note 5, Employee benefits expense, for the share-based payment expense recognized in the consolidated income statement.
In the event that an IPO does occur, the share-based payment expense related to the equity-settled options will be measured based on the
original grant date fair value.
26 Deferred taxes
EURm
2012
2011
58
69
81
320
215
28
(301)
51
154
108
320
223
26
(295)
470
587
(20)
(39)
(262)
(9)
301
(20)
(58)
(245)
(4)
295
(29)
(32)
441
555
At December 31, 2012 the Group has loss carry forwards primarily attributable to foreign subsidiaries of EUR 3 051 million (EUR 1 220 million
in 2011), of which EUR 1 698 million (EUR 47 million in 2011) will expire within ten years.
At December 31, 2012 the Group has loss carry forwards and temporary differences of EUR 6 253 million (EUR 4 151 million in 2011) and EUR
237 million of tax credits (EUR 122 million in 2011) for which no deferred tax assets were recognized in the consolidated financial statements
due to a history of recent losses in certain jurisdictions. The unrecognized deferred tax assets relate primarily to Finland and Germany.
The amount of temporary differences for which no deferred tax assets were recognized was EUR 3 482 million (EUR 3 805 million in 2011)
and the amount of loss carry forwards for which no deferred tax assets were recognized was EUR 2 771 million (EUR 346 million in 2011). EUR
1 548 million of these loss carry forwards (EUR 16 million in 2011) will expire within ten years and EUR 1 223 million (EUR 330 million in 2011) of
these loss carry forwards have no expiry date. Tax credits for which no deferred tax assets were recognized expire within five years.
The recognition of the remaining deferred tax assets is supported by offsetting deferred tax liabilities, earnings history and profit projections in
the relevant jurisdictions.
At December 31, 2012 the Group has undistributed earnings of EUR 347 million (EUR 424 million in 2011) for which no deferred tax liability was
recognized as these earnings are considered to be permanent investments.
102
27 Accrued expenses
EURm
2012
2011
Advance payments
Salaries and wages
Billings in excess of costs incurred1
Social security
VAT
Other taxes
Other
1 080
746
216
151
111
192
688
919
561
260
160
126
234
725
Total
3 184
2 985
1
Other accrued expenses include EUR 370 million (EUR 382 million in 2011) related to customer projects, EUR 90 million (EUR 94 million in
2011) related to research and development expenses as well as various other amounts which are individually insignificant.
Accrued holiday pay is included in salaries and wages in 2012 and has been reclassified from social security for comparability purposes in
2011. There is no change in total accrued expenses as a result of the reclassification.
28Provisions
EURm
Warranty
and
Retrofit
Tax
Restructuring
Project
losses
Other
Total
At January 1, 2011
Charged/(credited) to income statement:
Additional provisions
Changes in estimates
Acquisitions
Reclassification1
Utilized during year
Translation differences
72
90
144
207
126
639
60
(33)
30
(3)
(32)
57
(41)
(1)
74
(38)
(94)
237
(70)
(112)
(169)
216
(113)
5
(1)
(67)
(3)
644
(295)
35
(116)
(363)
(3)
94
105
86
93
163
541
49
(28)
(2)
(41)
36
(30)
(24)
977
(48)
(447)
248
(65)
(4)
(128)
48
(25)
17
(48)
(7)
1 358
(196)
11
(688)
(7)
72
87
568
144
148
1 019
In 2012, the reclassification of other provisions consists of EUR 26 million from accrued expenses for contractual commitments with vendors, and EUR 9 million to
accounts payable due to a settlement agreement. All other reclassifications relate to divestments (refer to Note 31, Non-current assets and disposal groups classified as
held for sale).
1
103
EURm
2012
2011
303
716
106
435
1 019
541
Total
Warranty provisions relate to products sold. The Groups policy for estimating warranty provisions is disclosed in Note 1, Accounting
principles. Outflows of warranty provisions are generally expected to occur within the next 18 months.
Tax provisions include corporate income tax, VAT and other taxes. The timing of outflows related to tax provisions is inherently uncertain.
In 2012, the restructuring provision includes personnel and other restructuring related costs, such as real estate exit costs. Previously, the
restructuring provision was based on personnel costs only and any other restructuring costs were provided for in other provisions. For
comparability purposes, this reclassification was made for 2011. There is no change in total provisions as a result of the reclassification. The
majority of outflows of restructuring provisions are expected to occur over the next two years.
Provisions for project losses relate to onerous contracts. The Groups policy for providing for onerous contracts is disclosed in Note 1,
Accounting principles. Utilization of provisions for project losses is generally expected to occur over the next 12 months.
Other provisions include provisions for various contractual obligations, of which EUR 35 million relates to contractual commitments with
vendors, and provisions of EUR 18 million for infringement of intellectual property rights. Outflows are generally expected to occur over the
next two years.
2012
2011
864
1 191
11
34
9
86
The amounts above represent the maximum principal amount of commitments and contingencies.
At December 31, 2012 other guarantees on behalf of Group companies include commercial guarantees of EUR 598 million (EUR 997 million
in 2011) provided to certain customers of the Group in the form of bank guarantees or corporate guarantees issued by some of the Groups
entities. These instruments entitle the customer to claim payment as compensation for non-performance by the Group of its obligations
under network infrastructure supply agreements. Depending on the nature of the guarantee, compensation is payable on demand or subject
to verification of non-performance. The volume of other guarantees has decreased by EUR 327 million mainly due to expired guarantees.
Other guarantees on behalf of other companies represent commercial guarantees issued on behalf of third parties. The increase in volume is
mainly due to the transfer of guarantees in connection with the disposal of certain businesses where contractual risks and revenues have
been transferred, but some of the commercial guarantees have not yet been re-assigned legally.
Financing commitments are available under loan facilities negotiated mainly with the Groups customers. Availability of the amounts is
dependent upon the borrowers continuing compliance with stated financial and operational covenants and compliance with other
administrative terms of the facility. The loan facilities are primarily available to fund capital expenditure relating to purchases of network
infrastructure equipment and services.
104
Venture fund commitments are financing commitments to a fund making initial capital investments in start-up companies. As a limited partner
in the fund, the Group is committed to make capital contributions and entitled to cash distributions according to the respective partnership
agreements.
The Group is party to routine litigation incidental to the normal conduct of business. In the opinion of management, the outcome of such
litigation is not likely to be material to the financial condition or result of operations.
At December 31, 2012 the Group has purchase commitments of EUR 799 million (EUR 529 million in 2011) relating to commitments from
service agreements, outsourcing arrangements and inventory purchase obligations, primarily for purchases in 2013 through 2014.
30 Leasing contracts
The Group leases office, manufacturing and warehouse space under various non-cancellable operating leases. Certain contracts contain
renewal options for various periods of time.
The future costs for non-cancellable leasing contracts are as follows:
EURm
Leasing payments
Operating leases
2013
2014
2015
2016
2017
Thereafter
141
97
69
40
25
102
Total
474
Rental expenses amount to EUR 309 million in 2012 (EUR 261 million in 2011 and EUR 255 million in 2010), including restructuring charges of
EUR 59 million in 2012 (EUR 2 million in 2011 and EUR 14 million in 2010).
EURm
2012
Non-current assets
Property, plant and equipment
Current assets
Inventories
Accounts receivable, net of allowances for doubtful accounts
Prepaid expenses and accrued income
9
91
39
4
143
Current liabilities
Accrued expenses
Provisions
84
6
90
105
The result of discontinued operations, involving the Optical Networks business, and the result recognized on the re-measurement of the
disposal group to fair value less costs to sell, are as follows for the years ended December 31:
EURm
2012
2011
2010
Net sales
Cost of sales
407
(283)
396
(302)
455
(325)
Gross profit
Research and development expenses
Selling and marketing expenses
Administrative and general expenses
Other expenses
124
(110)
(28)
(20)
(24)
94
(130)
(28)
(18)
130
(136)
(28)
(18)
(58)
(5)
(82)
(5)
(52)
(6)
(63)
(87)
(58)
In order to determine the results for the discontinued operations, revenues and costs have been allocated to the business only to the extent
that the Group will no longer be entitled to revenues or incur expenses once the business is disposed of.
Net cash flows from discontinued operations are as follows for the years ended December 31:
EURm
2012
2011
2010
(28)
(12)
(84)
(15)
(55)
(20)
(40)
(99)
(75)
The financing of the Group is managed on a centralized basis and as such, there are no financing cash flows associated with discontinued
operations.
2011
In 2011, the Group started to implement a strategy to rationalize its business and divest of certain non-core assets. In connection with this
strategy, at December 31, 2011 the Group had entered into disposal agreements or was actively negotiating the sale of certain of its
operations. At December 31, 2011 the Group had assets and liabilities included in several disposal groups classified as held for sale.
Impairment charges totaling EUR 19 million were recognized as a result of measuring these disposal groups at fair value less costs to sell.
Certain of these transactions included contractual provisions that required cash payment by the Group on closing, and possible additional
subsequent payments to be made based on potential employee redundancies within the disposal group. Refer to Note 8, Acquisitions and
disposals.Assets and liabilities included in disposal groups classified as held for sale at December 31 were as follows:
EURm
2011
2
31
22
2
57
Provisions
Other long-term liabilities
Accounts payable
Accrued expenses
116
6
17
22
161
106
During 2011, due to the changes in the business environment in Egypt, the property in the 6th of October City was reclassified from held for
sale to property, plant and equipment. There was no effect on the income statement as a result of the reclassification. The property in China
was sold during 2011 with a gain of EUR 9 million.
Purchases of goods
or services
Sales of goods
or services
EURm
Nokia
Siemens
Amounts owed
by related parties
Amounts owed
to related parties
Loan or finance
liability balances
outstanding to
shareholders
2012
2011
2010
2012
2011
2010
2012
2011
2012
2011
2012
2011
5
20
6
23
1
46
93
146
161
225
168
340
34
10
29
7
227
26
242
19
7
32
6
32
The deposits and loans with Nokia are described in the following tables:
2012
Description of loans or other finance receivables and liabilities
2011
Description of loans or other finance receivables and liabilities
Amount of loan
in the agreement
currency
Original term
Interest rate at
December 31
Balance at
December 31
VEF 49 million
52 days
1.00%
EUR 7 million
EUR 7 million
7 days
0.02%
EUR 7 million
Amount of loan
in the agreement
currency
Original term
Interest rate at
December 31
Balance at
December 31
VEF 42 million
123 days
2.00%
EUR 6 million
EUR 6 million
7 days
0.71%
EUR 6 million
107
The Group maintains offsetting deposits at Nokia as long as loans from Nokia are outstanding. At December 31, 2012 the interest-free loan
from Siemens granted to the Group to bridge finance for certain payments withheld by a customer was EUR 32 million (EUR 32 million in
2011). The parent companies have provided a committed overdraft facility of EUR 100 million which has not been utilized at December 31,
2012. The overdraft facility can be cancelled by the parent companies at one months notice. No commitment fees are paid on this facility. In
September 2011, the Group received a capital injection of EUR 1 000 million from its parent companies (refer to Note 23, Issued share capital
and share premium).
At December 31, 2012 the Group has deferred contracts with Siemens. These contracts require invoicing to be done by Siemens as the party
with which the original transaction had been contracted, but the risks and revenues related to fulfilling the contractual requirements remained
with the Group when these contracts transferred to the Group after April 1, 2007. The receivables associated with these deferred contracts
with Siemens are included in the above amounts owed by related parties.
Lease transactions with the Groups shareholders
The Group has multiple operating leases with both Nokia and Siemens. These operating leases mainly relate to property and typically have a
lease term of five years or longer. The Group leases this property from Nokia and Siemens to support its network operations around the
world. Total lease expenses paid in 2012 to Nokia and Siemens are EUR 10 million (EUR 19 million in 2011 and EUR 21 million in 2010) and
EUR 29 million (EUR 32 million in 2011 and EUR 41 million in 2010) respectively.
EURm
Nokia
Siemens
2013
2014
2015
2016
2017
Thereafter
6
5
5
5
3
21
24
19
14
7
6
Total
45
70
EURm
2012
2011
2010
8
4
28
8
147
32
(17)
(2)
19
29
43
13
11
40
15
148
3
8
Leasing payments
Board of Directors
The members of the Board of Directors are appointed by the parent companies of the Group. The appointed board members are employees
of the parent companies, except for the Chairman of the Board. No other board members, except the Chairman, receive remuneration or
retirement benefits from the Group for the services they provide as members of the Board of Directors.
There were no loans granted to the members of the Board of Directors at December 31, 2012.
108
Management compensation
The remuneration of the Nokia Siemens Networks senior management team and the Chairman of the Board of Directors during the period
was as follows:
EURm
2012
2011
2010
20.5
1.0
1.3
4.0
9.4
0.7
5.2
0.6
(0.1)
7.6
0.5
4.8
(0.1)
Total
26.8
15.8
12.8
The number of executive board members ranged from 13 to 15 members during the year (13 to 14 members in 2011 and 12 to 14 members
in2010). The amounts presented above include remuneration to the executive board members only for the time they were on the Executive
Board. In addition to the executive board members, the remuneration to the Chairman of the Board of Directors is included in the amounts
presented above since October 2011. There were no loans granted to the members of the Group Executive Board at December 31, 2012.
2012
2011
2010
9
(8)
37
11
40
(2)
7
17
19
(2)
43
2
7
(11)
2
(5)
45
6
87
86
44
The cash outflows for restructuring and other specific items, excluding impairments and PPA related charges, are EUR 645 million in 2012
(EUR 188 million in 2011 and EUR 510 million in 2010).
109
110
The tables below present the currencies that represent a significant portion of the currency mix in outstanding financial instruments at
December 31:
2012
EURm
USD
JPY
CNY
INR
Other
479
1 030
462
128
178
133
142
817
1 155
185
171
68
618
USD
JPY
KRW
ZAR
Other
141
496
467
161
147
146
133
928
469
396
126
156
796
The foreign exchange derivatives are used to hedge the foreign exchange risk from forecasted highly probable cash flows related to sales, purchases and business
acquisition activities. In some of the currencies, especially US dollars (USD) and Japanese yen (JPY), the Group has substantial foreign exchange risks in both estimated
cash inflows and outflows, which have been netted in the table. Refer to Note 22, Fair value and other reserves for more details on hedge accounting. The underlying
exposures for which these hedges are entered into are not presented in the table as they are not financial instruments as defined under IFRS 7, Financial Instruments:
Disclosures.
2
The statement of financial position items and some probable forecasted cash flows which are denominated in foreign currencies are hedged by a portion of foreign
exchange derivatives not designated in a hedge relationship and carried at fair value through profit and loss.
3
The Group has hedged the statement of financial position exposure with a combination of foreign exchange forwards and foreign exchange options.
1
2011
Fixed rate
Floating rate
Fixed rate
Floating rate
Assets1
Liabilities2
405
(293)
2 121
(812)
375
(1 128)
1 397
(444)
112
(1)
1 309
(753)
(152)
953
150
111
1 309
(905)
1 103
The increase in floating rate assets is primarily due to an increase in bank and cash. In 2012 and 2011, fixed rate assets mainly include available-for-sale investments, cash
equivalents, long-term loans receivable and short-term loans.
2
The increase in floating rate liabilities is primarily due to an increase in long-term loans from financial institutions. The decrease in fixed rate liabilities is mainly due to a
decrease in short-term and long-term loans from financial institutions.
1
111
Value-at-Risk
The Group uses the Value-at-Risk (VaR) methodology to assess the Groups exposures to foreign exchange and interest rate risks. The VaR
based methodology provides estimates of potential fair value losses in market risk sensitive instruments as a result of adverse changes in
specified market factors, at a specified confidence level over a defined holding period. For the Group, the foreign exchange VaR is calculated
using the Monte Carlo method which simulates random values for exchange rates in which the Group has exposures and it takes the
nonlinear price function of certain foreign exchange derivative instruments into account. The variance-covariance methodology is used to
assess and measure the interest rate risk.
The VaR is determined using volatilities and correlations of rates and prices estimated from a one-year sample of historical market data, at a
95% confidence level, using a one-month holding period. To put more weight on recent market conditions, an exponentially weighted moving
average is performed on the data with an appropriate decay factor. This model implies that within a one-month holding period, the potential
loss will not exceed the VaR estimate in 95% of possible outcomes. In the remaining 5% of possible outcomes, the potential loss will be at
minimum equal to the VaR figure and on average, substantially higher.
The VaR methodology relies on a number of assumptions such as: (1) risks are measured under average market conditions, assuming the
market risk factors follow normal distributions; (2) future movements in market risk factors follow estimated historical movements; and (3) the
assessed exposures do not change during the holding period. Thus, it is possible that for any given month, the potential losses at 95%
confidence level are different and could be substantially higher than the estimated VaR.
Foreign exchange Value-at-Risk
The VaR figures for the Groups financial instruments which are sensitive to foreign exchange fluctuations are presented in the table below. As
defined in IFRS 7, Financial Instruments: Disclosures, the financial instruments included in the VaR calculations are: (1) foreign exchange
exposures from outstanding statement of financial position items and other foreign exchange derivatives carried at fair value through profit
and loss which are not in a hedge relationship and are mostly used for hedging statement of financial position items; and (2) foreign exchange
derivatives designated as forecasted cash flow hedges. Most of the VaR is caused by these derivatives as forecasted cash flow exposures
are not financial instruments as defined in IFRS 7 and thus not included in the VaR calculation.
Foreign exchange Value-at-Risk:
EURm
At December 31
Average for the year
Range for the year
2012
2011
42
46
27-60
13
29
13-52
EURm
At December 31
Average for the year
Range for the year
2012
2011
0-1
1
4
1-6
112
EURm
2012
2011
45
32
23
55
60
29
100
144
At December 31, 2012 the gross carrying amount of accounts receivable, related to customer balances for which valuation allowances have
been recognized, is EUR 1 505 million (EUR 1 905 million in 2011). The valuation allowances for these accounts receivable are EUR 120 million
(EUR 110 million in 2011) and the amounts expected to be uncollectible for acquired receivables are EUR 16 million (EUR 111 million in 2011).
Refer to Note 8, Acquisitions and disposals and Note 20, Allowances for doubtful accounts.
At December 31, 2012 and 2011 there are no valuation allowances recognized for customer loans. There are no past due customer loans at
December 31, 2012 (EUR 1 million in 2011, which was paid in January 2012).
At December 31, 2012 and 2011, all accounts receivable under sale of receivables transactions have qualified for asset derecognition.
Financial credit risk
Financial instruments contain an element of risk of loss resulting from counterparties being unable to meet their obligations. This risk is
monitored and managed centrally. The Group minimizes financial credit risk by limiting its counterparties to a sufficient number of major
banks and financial institutions.
In addition, the Group also monitors the total potential financial losses, should its counterparties be unable to fulfill their obligations on the
open derivative contracts the Group has maintained with them on an ongoing basis.
113
114
The following table is an undiscounted cash flow analysis for both financial assets and financial liabilities that are presented on the
consolidated statement of financial position and off-balance sheet instruments such as loan commitments according to their remaining
contractual maturity.
Total
Due within
3 months
Due
between
3 and 12
months
Due
between
1 and 3
years
Due
between
3 and 5
years
Due
beyond
5 years
69
1
39
1
30
39
8
710
1 711
12
8
708
1 711
27
4 943
(4 802)
2 948
3 066
(3 005)
2 334
1 877
(1 797)
614
(901)
(8)
(55)
(838)
(208)
(125)
(83)
(70)
(125)
(55)
(2)
(2)
2 709
(2 724)
(10)
(2 352)
2 318
(2 330)
(10)
(2 213)
278
(280)
113
(114)
(139)
(34)
(28)
(6)
821
97
(9)
733
115
Total
Due within
3 months
Due
between
3 and 12
months
Due
between
1 and 3
years
Due
between
3 and 5
years
Due
beyond
5 years
95
1
37
1
53
59
20
900
729
10
19
898
729
49
1
2
4 609
(4 614)
3 642
4 224
(4 230)
2 830
385
(384)
772
40
(402)
(1)
(2)
(265)
(115)
(19)
(387)
(896)
(61)
(809)
(326)
(87)
(3)
(1)
(1)
(1)
4 726
(4 776)
(20)
(2 209)
4 293
(4 311)
(20)
(2 128)
433
(465)
(63)
(18)
(86)
(37)
(49)
1 480
96
1 384
For the above tables, a line-by-line reconciliation to the consolidated statement of financial position is not possible due to the inclusion of
off-balance sheet instruments such as loan commitments and the inclusion of interest receivable and payable.
116
EURm
2012
2011
1 133
(2 418)
1 605
(1 613)
Net cash
Total equity
(1 285)
2 452
(8)
3 814
Total capital
1 167
3 806
Total borrowings comprise long-term interest bearing liabilities, the current portion of long-term loans and short-term borrowings. In 2012, total borrowings are offset by
short-term deposits of EUR 7 million (EUR 6 million in 2011) that were provided by the Group to Nokia and therefore reduce the amount presented in total borrowings above.
Refer to Note 24, Loans and borrowings and Note 32, Related party transactions.
35 Subsequent events
On March 14, 2013 Nokia Siemens Networks B.V., Nokia Corporation and Nokia Finance International B. V. commenced an arbitration under
the rules of the International Chamber of Commerce against Siemens AG. The claimants seek damages for an alleged breach by Siemens
AG of warranties and other clauses in the Framework Agreement dated June 19, 2006 (as amended and restated) between the parties.
Thealleged breaches arise out of a series of contracts entered between Siemens AS and the Norwegian Ministry of Justice and the Police
dated December 22, 2006 immediately prior to the transfer of that contract to Nokia Siemens Networks B.V. and its affiliates. The claimants
seek damages presently estimated at EUR 238 million. The Group is aware that Siemens AG will contest both liability and amount.
117
As at December 31
EURm
Notes
2012
2011
4 547
11
22
13
4 768
24
7
4 593
4 799
21
6
1
473
27
27
501
Total assets
4 620
5 300
0
9 744
133
75
(6 163)
(1 463)
0
9 744
136
(19)
(5 453)
(710)
ASSETS
Non-current assets
Participations in group companies
Deferred tax assets
Long-term loans receivable
Available-for-sale investments
Current assets
Other financial assets
Other receivables
Cash and cash equivalents
2
2
3
4
Total equity
2 326
3 698
Non-current liabilities
Provisions
Deferred tax liabilities
556
19
438
13
575
451
1 684
35
1 096
55
1 719
1 151
Current liabilities
Loans from group companies
Other liabilities
7
8
Total liabilities
2 294
1 602
4 620
5 300
118
2012
2011
2010
(1 429)
(34)
(662)
(48)
(1 064)
(26)
(1 463)
(710)
(1 090)
119
120
EURm
2012
2011
4 768
(1 429)
(75)
1 071
(2)
93
118
3
4 189
(662)
(133)
1 187
38
31
108
10
4 547
4 768
Name
Place of residence
and country
Full consolidation
Nokia Siemens Networks MEA FZ-LLC
Nokia Siemens Networks Afghanistan LLC
Nokia Siemens Networks CJSC
Nokia Siemens Networks Argentina S.A.
Nokia Siemens Networks Holdings sterreich GmbH
Nokia Siemens Networks sterreich GmbH
Nokia Siemens Networks Australia Pty. Ltd.
Nokia Siemens Networks Baku LLC
Nokia Siemens Networks Banja Luka d.o.o.
Nokia Siemens Networks d.o.o. za mrezne sisteme, Sarajevo
Nokia Siemens Networks Bangladesh Ltd.
Nokia Siemens Networks N.V.
Nokia Siemens Networks EOOD
Nokia Siemens Networks Bolivia S.A.
Nokia Siemens Networks Servios Ltda.
Nokia Siemens Networks do Brasil Sistemas de Comunicaes Ltda.
IRIS Telekom FLLC
Nokia Siemens Networks LLC
Nokia Siemens Networks Canada Inc.
Nokia Siemens Networks Schweiz AG
Nokia Siemens Networks Chile Ltda.
Hunan Hua Nuo Technology Co. Ltd.
Nokia (Beijing) Communication Technology Service Co. Ltd.
Nokia Siemens Networks (Beijing) Communications Ltd.
Nokia Siemens Networks (China) Ltd.
Nokia Siemens Networks (Suzhou) Supply Chain Services Co. Ltd.
Nokia Siemens Networks (Tianjin) Co. Ltd.
Nokia Siemens Networks Technology (Beijing) Co. Ltd.
Nokia Siemens Networks Technology Service Co. Ltd.
Nokia Siemens Networks (Hangzhou) Co. Ltd.
Nokia Siemens Networks (Shanghai) Ltd.
Nokia Siemens Networks (Suzhou) Co. Ltd.
Nokia Siemens Networks Neusoft Commtech Co. Ltd.
Nokia Siemens Networks System Co. Ltd.
Nokia Siemens Networks Colombia Ltda.
Nokia Siemens Networks Costa Rica S.A.
Nokia Siemens Networks Czech Republic s.r.o.
Nokia Siemens Networks Beteiligungen Inland GmbH & Co. KG
Nokia Siemens Networks Beteiligungen Inland Management GmbH
Nokia Siemens Networks Deutschland GmbH
Nokia Siemens Networks GmbH & Co. KG
Nokia Siemens Networks International Holding GmbH
Nokia Siemens Networks Management GmbH
Nokia Siemens Networks Management International GmbH
Nokia Siemens Networks Operations GmbH
Nokia Siemens Networks Optical GmbH
Nokia Siemens Networks Services GmbH & Co. KG
Nokia Siemens Networks Services Management GmbH
Nokia Siemens Networks Transfergesellschaft mbH
Nokia Siemens Networks Vermgensverwaltung GmbH
Nokia Siemens Networks Vorratsgesellschaft 6 mbH
Nokia Siemens Networks Danmark A/S
Nokia Siemens Networks Algrie SARL
Nokia Siemens Networks Ecuador S.A.
Nokia Siemens Networks O
Nokia Siemens Networks Egypt LLC
Group
ownership %
100.00*
100.00**
100.00
100.00
100.00
100.00
100.00*
100.00*
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00*
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
51.00**
60.00
83.90
54.00
83.90
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00*
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00*
121
Name
Place of residence
and country
Cairo, Egypt
Madrid, Spain
Madrid, Spain
Helsinki, Finland
Helsinki, Finland
Helsinki, Finland
Bobigny, France
Bristol, United Kingdom
Bristol, United Kingdom
Bristol, United Kingdom
Huntingdon, United Kingdom
Athens, Greece
Guatemala City, Guatemala
Hong Kong, China
Tegucigalpa, Honduras
Zagreb, Croatia
Budapest, Hungary
Budapest, Hungary
Jakarta, Indonesia
Clare, Ireland
Dublin, Ireland
Hod HaSharon, Israel
Hod HaSharon, Israel
Hod HaSharon, Israel
New Delhi, India
Tehran, Iran
Milan, Italy
Milan, Italy
Tokyo, Japan
Nairobi, Kenya
Bishkek, Kyrgyzstan
Seoul, South Korea
Safat, Kuwait
George Town, Cayman Islands
Almaty, Kazakhstan
Colombo, Sri Lanka
Vilnius, Lithuania
Riga, Latvia
Rabat, Morocco
Chisinau, Moldova
Mexico City, Mexico
Mexico City, Mexico
Mexico City, Mexico
Kuala Lumpur, Malaysia
Lagos, Nigeria
Managua, Nicaragua
Haarlem, The Netherlands
sGravenhage, The Netherlands
Oslo, Norway
Auckland, New Zealand
Lima, Peru
Makati, Philippines
Islamabad, Pakistan
Warsaw, Poland
Amadora, Portugal
Bucharest, Romania
Belgrade, Serbia
Moscow, Russia
Moscow, Russia
122
Group
ownership %
75.20
100.00
99.90
100.00
100.00
100.00
99.99
100.00
100.00
100.00
100.00
100.00
100.00**
100.00*
100.00* **
100.00
100.00
99.00
100.00
100.00
100.00
100.00*
100.00
100.00
100.00
49.00
100.00
100.00
100.00
100.00
100.00
100.00
49.00
100.00
100.00
100.00
100.00
100.00
100.00*
100.00
100.00
100.00
100.00
100.00
100.00*
100.00* **
100.00
100.00*
100.00
100.00
100.00*
100.00
100.00
100.00
100.00
100.00
100.00
100.00*
100.00
Name
Place of residence
and country
Tomsk, Russia
Stockholm, Sweden
Singapore, Singapore
Singapore, Singapore
Ljubljana, Slovenia
Bratislava, Slovakia
San Salvador, El Salvador
Bangkok, Thailand
Tunis, Tunisia
Tunis, Tunisia
Istanbul, Turkey
Istanbul, Turkey
Taipei, Taiwan
Dar Es Salaam, Tanzania
Kiev, Ukraine
Vyshgorod, Ukraine
Delaware, USA
Delaware, USA
Tashkent, Uzbekistan
Tashkent, Uzbekistan
Caracas, Venezuela
Tortola, British Virgin Islands
Tortola, British Virgin Islands
Phuong Mai, Vietnam
Centurion, South Africa
Centurion, South Africa
Fuzhou, China
Cambridge, United Kingdom
Hong Kong, China
Amsterdam, The Netherlands
Rotterdam, The Netherlands
Rizal, Philippines
Makati, Philippines
Riyadh, Saudi Arabia
Group
ownership %
75.00
100.00*
100.00
100.00*
100.00
100.00
100.00**
100.00
100.00
100.00
100.00
100.00
100.00
65.00*
100.00
66.33**
100.00
100.00
100.00
100.00
100.00*
100.00
100.00
100.00
87.00*
100.00
49.00
35.00
51.00
40.00**
50.00
40.00
40.00**
49.00
123
3 Other receivables
In 2012, other receivables include EUR 11 million of accrued income tax and EUR 9 million intercompany accrued income with other group
companies. In 2011, other receivables of EUR 473 million consist mainly of intercompany accounts receivable with other group companies.
5 Shareholders equity
Refer to the Consolidated Statement of Changes in Shareholders Equity and Note 23, Issued share capital and share premium, in the
Consolidated Financial Statements for a specification of shareholders equity.
6Provisions
EURm
2012
2011
At January 1
Transfers to participations
438
118
330
108
At December 31
556
438
The provision recognized for participations in group companies relates to the Companys share in the equity deficit since the Company has
assumed liability for the obligations of these group companies. Refer to Note 1, Participations in group companies, in the Company Financial
Statements for the participations provided for at December 31, 2012.
2012
2011
993
691
1 096
1 684
1 096
The intercompany cash pool liability carries an interest rate of 1 month LIBOR + 2.5%.
Other current loans from group companies consist of short-term loans from Nokia Siemens Networks Finance B.V. with interest rates of 6.6% to 7.2%.
124
8 Other liabilities
EURm
2012
2011
35
4
51
Total
35
55
At December 31, 2012, other liabilities include EUR 14 million of accrued interest expense for intercompany loans, a charge of EUR 11 million
for share-based compensation (refer to Note 25, Share based compensation in the Consolidated Financial Statements) and EUR 7 million of
intercompany accounts payable.
At December 31, 2011 other liabilities consisted mainly of intercompany accounts payable.
9 Audit fees
The following table presents the aggregate fees for professional services and other services rendered by PricewaterhouseCoopers:
EURm
2012
2011
2010
Audit fees
Audit-related fees
Tax fees
10.2
1.4
1.6
10.9
2.3
2.1
9.6
1.2
1.2
Total
13.2
15.3
12.0
The fees listed above relate to the procedures provided to theCompany and its consolidated group companies by PricewaterhouseCoopers
Accountants N.V., the Netherlands, the external auditor as referred to in Section 1(1) of the Dutch Accounting Firms Oversight Act (Dutch
acronym: Wta), and by other Dutch and foreign-based PricewaterhouseCoopers firms, including their tax services and advisory groups.
The total fees of PricewaterhouseCoopers Accountants N.V., the Netherlands, charged to the Company and its consolidated group entities
amounted to EUR 0.1 million for each year presented.
10Guarantees
At December 31, 2012 Nokia Siemens Networks B.V. and Nokia Siemens Networks Oy act as the guarantors for the following:
Restated EUR 1 350 million forward starting credit facility (FSCF)
European Investment Bank loan (EUR 150 million)
Nordic Investment Bank loan (EUR 80 million)
At December 31, 2012 Nokia Siemens Networks B.V. acts as the guarantor for the following:
Commercial paper program in Finland (EUR 500 million), launched in 2010, EUR 82 million issued at December 31, 2012
Finnish pension loan guarantee facility (EUR 132 million)
At December 31, 2012 EUR 600 million term loan was outstanding under the restated EUR 1 350 million FSCF (EUR 613 million outstanding
under the EUR 2 000 million revolving credit facility at December 31, 2011) and all financial covenants are satisfied. The European Investment
Bank and the Nordic Investment Bank loans and the Finnish pension loan guarantee facility include similar covenants to the restated EUR 1
350 million FSCF. All the financial covenants are satisfied at December 31, 2012. Refer to Note 34, Financial and capital risk management, in
the Consolidated Financial Statements.
Nokia Siemens Networks B.V. issued BW2: Article 403 section 1b.C.C.2 statements to third parties for its Dutch wholly-owned subsidiaries,
Nokia Siemens Networks Finance B.V. and Nokia Siemens Networks Nederland B.V.
Commitments and contingencies not included in the statement of financial position
The Company forms a tax group for Dutch corporate income tax purposes with Nokia Siemens Networks Finance B.V. and Nokia Siemens
Networks Nederland B.V. The Company is the head of the fiscal unity and therefore is the relevant tax payer for the Dutch corporate income
tax due for the tax group.
Under the Dutch Collection of State Taxes Act, the Company and its group members that are joined in the tax group for corporate income tax
purposes are still responsible that the relevant corporate income tax due of the tax group is paid by the Company. In the event this is not the
case, the Company and its group members could be jointly and severally liable for the corporate income taxes payable by the tax group.
125
Louise Pentland
Timo Ihamuotila
Peter Y. Solmssen
Joe Kaeser
Juha krs
Barbara Kux
126
Other information
127
128
Glossary
129
Glossary
130
131
132
Mailing address
Nokia Siemens Networks Oy
P.O. Box 1
FI-02022 Nokia Siemens Networks
Finland
Visiting address
Nokia Siemens Networks Oy
Karaportti 3
02610 Espoo
Finland
+358 (0)7140 04000
nokiasiemensnetworks.com
Registered address
Nokia Siemens Networks B.V.
Werner von Siemensstraat 7
2712 PN Zoetermeer
The Netherlands
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