B
r
i
n
g
i
n
g
t
h
e
n
e
t
w
o
r
k
e
d
s
o
c
i
e
t
y
t
o
l
i
f
e
E
R
I
C
S
S
O
N
A
N
N
U
A
L
R
E
P
O
R
T
2
0
1
2
Bringing the
networked
society to life
ANNUAL REPORT 2012
Bringing the networked
Society to life
With everything connected, our world
changes. We are developing communications
technology that will embrace entire societies,
empowering and advancing the individuals
and businesses within them.
See page 8 for further information on market trends.
Our mission is “Innovating to empower
people, business and society.”
See page 12 for further information on Ericsson strategy.
2012 was a year of growth in
Global Services and Support Solutions.
Hans Vestberg, President and CEO
MORE INFORMATION
The Annual Report describes Ericsson’s
financial and operational performance during
2012. A Corporate Governance Report is
attached to the Annual Report.
We issue a separate Sustainability and
Corporate Responsibility Report.
www.ericsson.com/thecompany/
sustainability_corporateresponsibility
Find our Annual Report online:
www.ericsson.com/annualreport2012
There is further information on sustainability
and corporate responsibility on page 22 and
pages 41–42.
Contents
LETTER
FROM THE
CEO
PAGE 6
CHANGING
LIVES
PAGE 23
Shaping
the cities of
the future
PAGE 46
Mobile
broadband
is transforming
viewing habits
PAGE 157
EMPOWERING
Business
PAGE 166
Annual Report 2012
Our business
This is Ericsson
Group overview
Letter from the CEO
Market trends
Our competitive assets
Our people
Strategy and customers
Our portfolio
Regional development
Our performance
Sustainability and Corporate Responsibility
Five-year summary
Letter from the Chairman
Results
Board of Directors’ report*
Consolidated financial statements*
Notes to the consolidated financial statements*
Parent Company financial statements*
Notes to the Parent Company financial statements*
Risk factors*
Auditors’ report
Forward-looking statements
2
4
6
8
10
11
12
14
18
20
22
24
25
26
47
52
101
107
121
128
129
Corporate Governance
Corporate Governance Report 2012
Remuneration report
130
158
Shareholders
Share information
Shareholder information
Other information
Glossary
Financial terminology
* Chapters covered by the Auditors’ report.
162
169
167
168
1
Ericsson | Annual Report 2012Our BusinessResultsCORPORATE GOVERNANCESHAREHOLDERSOTHER INFORMATION THIS IS ERICSSON
We are a world-leading provider of communications
networks, telecom services and support solutions.
Communication is changing the way we live
and work. When one person connects his or
her world changes. With everything connected,
our world changes. Ericsson plays a key role
in this evolution, using innovation to empower
people, business and society. We are enabling
the networked society with efficient real-time
solutions that allow us all to study, work and live
our lives more freely, in sustainable societies.
Since the establishment of the Company
in 1876, we are a leader in telecommunication
and are now expanding our role into an ICT
(Information and Communications Technology)
solutions provider.
Our research and solutions development has
made mobile communications and broadband
possible. When you make a call or browse the
internet on your handset, tablet or mobile PC,
you will likely use one of our solutions.
Our offering comprises services, software
and infrastructure, mainly for telecom operators.
> 40% of the world’s mobile traffic runs through
networks that are supplied by us
> We provide solutions and services to
all major telecom operators in the world
> The networks we manage for operators
serve about 950 million subscribers
> We have more than 33,000 granted patents,
comprising one of the industry’s strongest
patent portfolios.
2012 in review
JANUARY
Ericsson strengthens
its focus on IPR licensing,
to get a fair return on
R&D investments in
patents development.
Any company that
provides wireless
connectivity will likely
need a license from us.
FEBRUARY
Ericsson complements
the heterogeneous network
offering with telecom grade
Wi-Fi through acquisition
of Wi-Fi company BelAir
Networks, enabling operators
to further improve the mobile
broadband user experience.
APRIL
SOFTBANK MOBILE signs
4G/LTE contract with
Ericsson in Japan. The
network will cover three
major cities in the country,
together accounting for 70%
of the data and voice traffic.
Ericsson has deployed LTE
networks on five continents.
JUNE
At a briefing for journalists in San
Francisco, Ericsson’s President and CEO
Hans Vestberg discusses how the rapid
increases in subscribers and data
usage impact the entire ICT industry.
Network quality, user experience,
billing and charging models
and services offerings all
need to be adapted.
JANUARY
FEBRUARY
MARCH
APRIL
MAY
JUNE
MARCH
Ericsson widens the scope
of managed services to include
such services for broadcasters
by announcing the acquisition
of the Broadcast Services
Division of Technicolor.
MAY
Ericsson’s efficient AIR radio base
station is selected by T-Mobile as the
first operator in the USA to launch this
technology, which enables improvement
of existing coverage and quick launch of
LTE in 2013. The contract also includes
consulting and systems integration and
rollout services.
JANUARY
Ericsson signs a deal to
connect the entire vessel
fleet of the world’s largest
shipping company, Maersk
Line, using our capabilities
to enable machine-to-
machine communication.
2
Ericsson | Annual Report 2012OUR BUSINESS 40%
of the world’s mobile
traffic runs through
Ericsson-supplied networks.
For more information on our
segments please go to page 36
Our SEGMENTS
Our REGIONS
Today, we are more than 110,000 people
serving customers in more than 180 countries.
To best reflect our business, we report four
business segments:
Networks
Networks provides the infrastructure that is
the basis for all mobile communication. We
deliver superior-performance and cost-efficient
networks to ensure the best user experience.
Global Services
With 60,000 services professionals globally,
we deliver managed services, consulting and
systems integration, customer support, network
design and optimization and network rollout.
Support Solutions
Support Solutions is the new name for former
segment Multimedia and it signposts a change
of direction. The segment focuses on software
for operations support systems and business
support systems (OSS and BSS), TV and media
management, and m-commerce.
Joint venture ST-Ericsson
ST-Ericsson offers modems and ModAps
(integrated modem and application processor
platforms) for handset and tablet manufacturers.
We secure an efficient go-to-market setup
through ten regions. We strive for profitable
growth through solid regional competence
and strong customer relationships, backed
by our global knowledge.
In our ten regions, we work together with
our customers to develop innovative and
scalable solutions that help operators grow
their revenues and reduce their costs.
Once a successful case is proven, we can
roll out the same practice all over the world,
sharing common processes, methods and
tools. This ensures quality and efficiency.
Solutions and services often go hand-in-
hand as networks become more complex and
often include products from several suppliers.
Operators look for long-term services
partnerships with companies such as Ericsson
for support in every aspect of their business.
We serve our customers through regional
competence organized into six engagement
practices: Mobile Broadband; Communication
Services; Fixed Broadband and Convergence;
Managed Services; Operations and
Business Support Systems; and Television
and Media Management.
JULY
MTN Nigeria boosts its ability to
serve subscribers and their growing
data needs by becoming the first
African operator to deploy Ericsson’s
scalable SSR 8020 platform for
wireless IP core networks. This is
one of 39 SSR contracts that
Ericsson won in 2012.
SEPTEMBER
Ericsson partners in the
Social Good Summit 2012
in New York, discussing how
mobile broadband can be
used to help tackle global
challenges such as poverty
and climate change.
NOVEMBER
Ericsson holds its annual Investor Day, focusing on profitable growth and how
the company is transforming into a leading ICT solutions provider in telecoms.
NOVEMBER
The new Ericsson Mobility Report is launched, stating
that “Traffic in mobile networks continues to grow at
an impressive rate worldwide, driven by uptake of
smart devices and apps.” This is a recurrent report
on network traffic and market trends, based on data
traffic measurements in live networks globally and
on internal forecasts.
Ericsson
Mobility
Report
ON THE PULSE OF THE NETWORKED SOCIETY
November 2012
JULY
AUGUST
SEPTEMBER
OCTOBER
NOVEMBER
DECEMBER
AUGUST
Italian operator FASTWEB signs
a seven-year IT managed services
contract with Ericsson. It includes
data center consolidation and
transformation, as well as managed
operations for its IT infrastructure.
Ericsson extends the scope of
managed services from telecoms
to data centers.
OCTOBER
Ericsson is selected to
implement a new LTE network
for Vivo, a subsidiary of
Telefônica, helping meet user
demand for connectivity and
mobile broadband services in
Brazil. Ericsson has an LTE
market share of more than
50% in Latin America.
DECEMBER
Ericsson announces that Volvo
Car Group will use Ericsson’s
Connected Vehicle Cloud to
allow drivers, passengers and
their cars to connect to services
available in the cloud. Drivers
and passengers can access
applications for information,
navigation and entertainment
from a screen in the car.
THIS IS ERICSSON
3
Ericsson | Annual Report 2012ResultsCORPORATE GOVERNANCESHAREHOLDERSOTHER INFORMATIONOur Business Segment
Revenue and margin
GROUP OVERVIEW
Our four business segments provide solutions and services
which in combination create an industry-leading
telecommunications portfolio.
NETWORKS
Headed by Johan Wibergh
GLOBAL SERVICES
Headed by Magnus Mandersson
We develop and deliver superior-performance
network infrastructure for 2G/GSM,
3G/WCDMA/HSPA & CDMA, and 4G/LTE
with solutions for:
> Radio access, based on multi-standard
>
radio base station RBS 6000
IP and transport; IP Edge routing based
on SSR 8000 and transport solutions
based on fiber and microwave
> Core network; switching and IMS
solutions based on the Ericsson Blade
System platform.
Globally, 60,000 service professionals deploy
and operate networks, and integrate solutions
to allow operators to monetize increasing data
traffic and ensure high user experience in
networks. We use global processes, methods
and tools to ensure quality and efficiency
in the networks. Global Services include:
> Professional Services; consulting and
systems integration, managed services,
network design and optimization as well
as customer support
> Network Rollout.
SEK 117.3bn
(2011: 132.4 bn)
SEK 97.0bn
(2011: 83.9 bn)
Share of revenue
Operating margin
Share of revenue
Operating margin
6%
(2011: 13%)
51%
(2011: 58%)
6%
(2011: 7%)
43%
(2011: 37%)
Market share estimates
35% in mobile network equipment
13% in a fragmented market
#1 in radio access
#1 in telecom services
Market position
4
Ericsson | Annual Report 2012OUR BUSINESS Support solutions
Headed by Per Borgklint
ST-ERICSSON*
Headed by Didier Lamouche
We develop and deliver software solutions for:
> Operations and Business Support Systems
(OSS and BSS); enabling management of
networks and services, customer interaction
and revenue management
A 50/50 joint venture with STMicroelectronics,
ST-Ericsson offers modems and ModAps
(integrated modem and application
processor platforms) for leading handset
and tablet manufacturers.
STMicroelectronics announced in
October its intention to exit as a shareholder
in ST-Ericsson. Ericsson is presently exploring
various strategic options for the future of
ST-Ericsson assets.
Ericsson continues to believe that the
modem technology, which it originally
contributed to the JV, has a strategic value
for the wireless industry.
* The Ericsson share of ST Ericsson’s results is accounted
for according to the equity method.
> TV and Media management; enabling
operators, broadcasters and content
owners to create multiscreen TV
experience on all devices
M-Commerce; software solutions and
hosted services to enable mobile financial
services and global interoperability.
>
SEK 13.5bn
(2011: 10.6 bn)
Share of revenue
Operating margin
9%
(2011: –5%)
6%
(2011: 5%)
31% in solutions for prepaid
#1 in OSS and real-time charging & billing
For more information on our
segments please go to page 36
GROUP OVERVIEW
5
Ericsson | Annual Report 2012ResultsCORPORATE GOVERNANCESHAREHOLDERSOTHER INFORMATIONOur Business LETTER FROM THE CEO
2012 was a year of growth in Global Services and Support
Solutions, but more challenging for Networks. We have
extended our leadership in several key growth areas and
taken important steps in executing our strategy.
Dear shareholders
We can look back at 2012 in which the strong
growth of mobile data continued across the world
and 4G/LTE launches started across all regions.
Broadband is a transformative technology that is
already improving quality of life, productivity and
sustainability globally. During the year we have
clearly seen how the world is moving towards
our vision of a networked society, and over time,
this will create new business opportunities for
Ericsson and our customers.
Executing our strategy
The work to leverage our strength in the growth
areas mobile broadband, managed services
and operations and business support solutions
(OSS and BSS) has continued with both selective
acquisitions and divestments to enhance and
streamline the portfolio.
Key acquisitions in the year that have
contributed to strengthening our leadership
include BelAir in the area of mobile broadband,
ConceptWave and Telcordia in the area of OSS
and BSS as well as Technicolor’s broadcast
services division in the area of managed services.
In addition we completed the divestment of
our share in Sony Ericsson and launched a new
strategy for Support Solutions.
Our R&D and services investments form the
foundation for the long-term strength of the
company. Despite a challenging year for
Networks, we remain almost the size of number
two and three combined in the market when it
comes to installed base of radio base stations
and we have maintained a strong market share
also in mobile network equipment. Global
Services outperformed the market and solidified
its leadership. In the fragmented telecom services
market, Ericsson held a 13% market share for
2012, well ahead of its closest competitor.
We have a strong portfolio, position
and capabilities to continue to
support our customers in a
transforming ICT market.
6
Ericsson | Annual Report 2012OUR BUSINESS Net sales and
operating margin
SEK billion
Percent
208.9 206.5
203.3
226.9 227.8
7.8
8.1
7.9
2.9
4.6
250
200
150
100
50
0
25
20
15
10
5
0
Our joint venture ST-Ericsson had a
tough year. Following the announcement
of STMicroelectronics’ intention to exit as
a shareholder, Ericsson will, together with
STMicroelectronics, continue to explore various
strategic options for ST-Ericsson assets. We
continue to believe that the modem technology
which we originally contributed to the JV has
a strategic value to the wireless industry.
Performance in 2012
Sales in 2012 were flat compared to 2011,
despite a challenging year for Networks.
2008 2009 2010 2011 2012
Global Services contributed with both sales
Net sales
Operating margin incl. JV(s)
Cash flow from
operating activities
SEK billion
26.6
24.0
24.5
22.0
10.0
25
20
15
10
5
0
2008 2009 2010 2011 2012
Earnings per share
1.78SEK
(2011: 3.77)
growth and stable operating profitability, and
Support Solutions went from making losses
in 2011 to achieving profitability.
Global Services and Support Solutions
together represented close to 50% of Group
sales, compared to 42% in 2011, highlighting
the ongoing transformation into an ICT company
combining services, software and hardware,
into industry-leading solutions.
Profitability has been under pressure during
the year due to operating losses in ST-Ericsson,
the ongoing network modernization projects in
Europe as well as the underlying business mix,
with a higher share of coverage projects than
capacity projects. Improving profitability has
been a key priority throughout the year and
we have taken actions globally to reduce costs
and improve efficiency.
Throughout 2012 North America was our
strongest region, driven by continued mobile
broadband investments and a high demand
for services. Our second largest region was
North East Asia where sales grew in Japan,
though not fully offsetting the lower sales of
GSM in China and 3G in Korea.
Financial strength
We continue to have high focus on capital
efficiency. We ended the year with strong
cash flow, full-year cash conversion well
above target and maintained our strong net
cash position.
Financial strength allows us to make
selective acquisitions to capture opportunities
to consolidate the market, gain market share
and fill portfolio gaps when relevant, and
provide a good return to shareholders. It is
also a competitive advantage in our
customer relationships.
The Board of Directors proposes a dividend
for 2012 of SEK 2.75 (2.50) per share.
Sustainability and Corporate Responsibility
Ericsson is strongly committed to sustainability
and corporate responsibility.
Focus remains on reducing our carbon
footprint and in 2012 we exceeded our target.
We see an increasing interest from customers
in driving energy efficiency in their networks,
and using broadband to shape the low-carbon
economy of the future.
We continue to advocate the use of
broadband to enable access to education,
better health and livelihood through our
partnerships and programs such as Connect
To Learn and Ericsson Response.
Responsibility and high governance
standards guide all Ericsson employees
in all parts of the world. Our aim is to be
the trusted partner to all of our stakeholders
and as such we put strong focus on evolving
our governance framework with further
integration of sustainability and corporate
responsibility principles.
Our Code of Business Ethics was
updated during the year to reflect our ongoing
commitment to respect human rights and the
new UN Guiding Principles on Business and
Human Rights.
During 2012 we also signed the World
Economic Forum’s Partnering Against
Corruption Initiative, enhanced our anti-
corruption program and broadened our
whistle blower procedure.
Strong long-term drivers
We build our strength on the combination of
our core assets: technology leadership, services
leadership and global scale. We have strong and
long-standing customer relationships and highly
skilled and engaged employees. I have worked
in this company for 24 years and the dedication
and professionalism that Ericsson employees
demonstrate never cease to impress me.
Our focus on profitable growth remains.
While the macroeconomic and political
uncertainty continues in certain regions,
the industry fundamentals remain attractive.
We have a strong portfolio, position and
capabilities to continue to support our customers
in a transforming ICT market and look forward
to a year of leveraging our leadership position and
continuing our journey into the networked society.
Hans Vestberg
President and CEO
LETTER FROM THE CEO
7
Ericsson | Annual Report 2012ResultsCORPORATE GOVERNANCESHAREHOLDERSOTHER INFORMATIONOur Business MARKET TRENDS
Everything is going mobile. The uptake of mobile broadband,
driven by increasing use of smartphones, tablets and apps
is driving change for people, business and society.
THE Networked society
Changing user behavior
In the networked society, connectivity will
be the starting point for new ways of innovating,
collaborating and socializing. It’s about creating
freedom, empowerment and opportunity that
will transform industries and society while
helping find solutions to some of the greatest
challenges facing our planet.
When one person connects, his or her world
changes. With everything connected, our world
changes. We believe ICT will be a fundamental
driver of this transformation. For our customers
the networked society will offer opportunities to
expand their existing businesses, and to engage
in new business areas, such as cloud services
and industry-specific services.
The rapid increase in mobile data traffic will,
in the coming years, be fuelled by three trends:
increased smartphone uptake, the increasing
use of mobile broadband, and the breakthrough
of cloud-based services.
Smartphone uptake is accelerating
While voice traffic is increasing at a steady rate,
mobile data traffic is increasing exponentially.
This increase is driven largely by smartphone
use. Clearly phones are no longer simply for
talking and texting – most of the time spent on
a smartphone is dedicated to activities such as
watching videos, playing games, shopping and
engaging in social media.
Operators’ revenue growth and potential for
Today 15–20% of the worldwide installed
efficiencies will steer their investments going
forward. As a result, although the total
addressable telecom market is growing at a
modest pace, our portfolio momentum areas
– mobile broadband, managed services as well
as OSS and BSS – are set for higher growth.
Fundamentally, we believe the market is
strong, fueled by higher smartphone penetration
and growing mobile data usage. As a market
leader, we understand the possibilities – and
have the ability to drive rethinking, reinvention
and innovation of our industry.
In 2012, mobile data traffic doubled. We
expect it will continue to grow at a high rate in
the coming years. The main driver is the change
in user behavior, leading to increasing user
expectations on network and application
performance. Demand for greater mobile data
capacity will also affect how operators choose
to develop and operate networks and services.
base of mobile phone subscriptions use
smartphones – the number of smartphone
subscriptions was 1.1 billion at the end of 2012
and we estimate that it will reach 3.3 billion by
the end of 2018.
Mobile broadband use is increasing
People and businesses increasingly demand
good network coverage, high-speed and
high-quality broadband access at all times.
The number of mobile broadband
subscriptions is increasing rapidly, from
approximately 1.5 billion in 2012, to an estimated
6.5 billion in 2018. As the number of subscriptions
increases, so does the data volume per
subscription. By the end of 2018, we estimate that
both mobile PCs and smartphones will generate
four times as much data per device per month as
today. Global mobile data traffic is estimated to
grow twelve-fold between 2012 and 2018.
The largest contributor to increased data
traffic is video, which is also watched on
smartphones and tablets. Online video now
constitutes on average 25–40% of traffic in
mobile networks.
6.5bn
We expect mobile broadband
subscriptions to reach 6.5
billion in 2018 (2012: 1.5 billion)
8
Ericsson | Annual Report 2012OUR BUSINESS x12Total mobile data traffic is
expected to grow by 12 times
between 2012 and 2018
Market trends 2012
Users
Higher demand for data
capacity due to:
> Smartphone
>
uptake acceleration
Increasing use of
mobile broadband
> Changing lifestyle
with mobility and
cloud-based services.
Operators
Focus on:
> Superior-performance
broadband networks
Increasing efficiency
through transformation
and outsourcing
> Creating new value
>
streams from networks.
MARKET TRENDS
With the increasing use of ‘apps’, coverage
is expected everywhere. But, when a user runs
an app that requires higher performance (e.g.
throughput) than needed for voice, the actual
coverage area for the app will be smaller than
that for voice.
In a network, every app has its own coverage
area; a video application has a smaller coverage
area than a music-streaming app which in turn
has a smaller coverage area than voice.
Understanding of app coverage is therefore
essential in order for operators to make the right
investments in a network.
Cloud for availability everywhere
For many businesses and individuals, content
is delivered as a cloud service – that is, as a
service over the internet. Users see the benefits
of accessing applications and data from any
computer, phone or tablet anywhere, and at any
time. Often they choose not to own the content
but to stream it, gaining access to movies, TV,
music and much more. Cloud-based services
add to the demand for mobile capacity.
Changing operator needs
The changes in how people, businesses and
society at large operate, use the internet and
interact will demand greater speed, capacity,
quality of service and operational efficiency. To
meet these demands, operators are upgrading
their networks, revising how they can increase
their operational efficiency and how they should
best monetize the increased data traffic.
Focus on superior-performance
broadband networks
As user demand for coverage, speed and
quality increases, superior-performance
networks have become a key differentiator
for operators. 3G/HSPA coverage is expected
to increase from over 50% of the world’s
population today, to 85% by the end of 2017.
We anticipate that by 2017, half the world’s
population will be covered by 4G/LTE networks.
Operators come to Ericsson to expand
network coverage and to upgrade networks
for higher speed and capacity. To maintain
superior performance there is also a continuous
need for network tuning and optimization as
traffic increases.
Focus on operational efficiency
To improve efficiency and reduce cost,
operators increasingly choose to outsource
the network and field operations, allowing them
to focus on strategy, marketing and customer
care. In a managed services project, Ericsson
transforms the customer’s operations and
implements our processes, methods and tools.
Monetizing data traffic
The demands created by mobile connectivity
present new opportunities for operators. They
are developing business models to monetize
the increasing data use, with tiered pricing plans
aligned to user needs, based for example on
volume, time or speed. Increasingly, quality
of service is becoming a differentiator for
operators, as some focus on pure network
development and others choose to be providers
of premium services such as media,
m-commerce and mobile finance.
Ericsson Operations Support Systems (OSS)
enable the monitoring and optimization of the
performance of operators’ increasingly complex
networks and services, while our Business
Support Systems (BSS) enable monetization
of services and enhance their customer
interaction capabilities.
Global mobile traffic 2010–2018
Monthly PetaBytes (1015 B)
Population coverage, 2011 and 2017
Percent
15,000
12,000
9,000
6,000
3,000
0
100
80
60
40
20
0
2010 2011 2012 2013 2014 2015 2016 2017 2018
Data: mobile PCs, tablets and mobile routers
Data: mobile phones
Voice
2011
Metro
>90
>85
85
>45
50
5
LTE
GSM/
EDGE
WCDMA/
HSPA
2017
35
35
20
10
World
population
distribution
Urban
Suburban
Rural
Source: Ericsson estimate
Source: Ericsson estimate
9
Ericsson | Annual Report 2012ResultsCORPORATE GOVERNANCESHAREHOLDERSOTHER INFORMATIONOur Business
Our competitive ASSETS
The unique combination of core assets drives
our performance throughout the business.
TECHNOLOGY LEADERSHIP
Combining superior performance and thought leadership
Innovation is an important element of our corporate culture and a foundation for our competitiveness.
Our long-time pioneering in telecommunications technologies is reflected in one of the industry’s
largest patent portfolios. Through research into new technologies and a strong contribution to the
creation of open standards, we strive to be first-to-market with new solutions. Our networks are
designed and optimized for superior end-user experience. They are built to accommodate future
traffic increase and the increasing number of connected devices.
SERVICES LEADERSHIP
Meeting operator objectives of business efficiency & revenue growth
Service delivery is industrialized in four Global Services Centers and local resources in our
ten regions, where we use the same processes, methods and tools. This ensures standardized
services packages of high quality. Our services professionals have advanced multi-vendor and
multi-technology competence. They create value for customers by improving network efficiency
and user experience as well as by supporting them in business innovation and revenue growth.
GLOBAL SCALE
Combining global scale advantages with local presence
We have a geographically diversified business, with customers in more than 180 countries.
We have established relationships with all major telecom operators in the world, supporting
networks with over 2.5 billion subscriptions. Focus on global standards means that we can
provide global products. Economies of scale in R&D and production ensure that the products
are efficient and of high quality.
Ericsson’s core values
Our values are the foundation of our culture.
They guide us in our daily work, in how we
relate to each other and the world around
us and in the way we do business.
Professionalism
Respect
Perseverance
10
Ericsson | Annual Report 2012OUR BUSINESS 110,000
We are more than 110,000
people working for customers
in more than 180 countries
OUR PEOPLE
At the end of the day it is our people that make
the real difference. Our people strategy centers
on building the best talent in the industry.
Leadership
We believe that strong leadership is a key
factor in creating and maintaining a high
performance work environment with a highly
engaged workforce.
We expect our leaders to maintain an
environment that fosters creativity, innovation
and the constant flow of ideas. Our employees
should have clear goals and receive continuous
feedback and coaching. These are the drivers
of high performance and employee engagement.
Diversity
We have a focused strategy aimed at ensuring
that our employee base and our leadership
teams are as diverse as the world in which we
operate. We believe a diverse and inclusive
workforce drives innovation and leads to high
performing teams and superior business results.
Our people are at the heart of everything we
do, and they made us the industry leader we
are today.
But what brought us here will not keep us
here. Our industry is changing, and we work
every day to secure high performance in
everything we do.
In order to maintain our technology and
services leadership, and to leverage our global
scale, we have developed a business-aligned
people strategy.
Grounded on our core values –
professionalism, respect and perseverance –
our people strategy focuses on building the
best talent in the industry. To achieve this we
have four objectives:
Attract exceptional talent
We leverage a strategic and aligned approach
to attracting the best talent at all levels in all the
markets where we have employees.
Rigorous talent planning and development
Our objective is to have the right talent at the
right time in the right place.
We have a rigorous process for identifying,
calibrating and developing our talent. We have
a comprehensive career and competence
model that allows our employees to build career
paths, and clearly understand how to keep
developing capabilities for the continued
success of the company.
Our approach emphasizes best-in-class
learning solutions through our Ericsson
Academy and on-the-job development through
stretch assignments and internal mobility.
OUR PEOPLE
11
Ericsson | Annual Report 2012ResultsCORPORATE GOVERNANCESHAREHOLDERSOTHER INFORMATIONOur Business
STRATEGY and customers
We aim to become a leading information and
communication technology (ICT) solutions provider
by combining our core assets: technology leadership,
services leadership and global scale.
We will also utilize our large installed base
of systems for mobile telephony to lead the
transition to voice over LTE (VoLTE), where
next-generation video and presence capabilities
will be added to the traditional voice services.
We anticipate an array of “things”
communicating, in addition to billions of people
being connected. Mobile networks will thus
increasingly carry more data and video, and
we will evolve networks for the networked
society through 4th-generation IP networks
that are smart, scalable, simple and offer
superior performance.
Expand in Global Services
In Global Services, we will leverage our
momentum in sales and growth, and
keep our focus on innovation, competence
and cost control.
The focus area of innovation involves
developing new business by capturing
opportunities in new areas such as IT
and broadcasting, as well as in new
business models.
Competence is critical when expanding
into an ICT market with a higher degree of
complexity, with new competitors such as
IT and professional services companies.
Cost control is supported by industrializing
delivery, standardized services packaging
and automated tools.
Our service delivery model enables us to
provide services in the same way and with the
same quality across the world. It also ensures
that innovation and knowledge sharing are
spread globally in an efficient way.
Vision
The Company’s vision is to be the prime driver in an all-
communicating world. Ericsson envisions a continued evolution,
from having connected 6 billion people to connecting 50 billion
‘things’. The Company envisions that anything that can benefit from
being connected will be connected, mainly via mobile broadband
in the networked society that is beginning to come to life.
OUR STRATEGY
The Company’s strategy builds on a long-term
vision and mission which is translated into a
business strategy that should generate value
for the Company’s key stakeholders; customers,
employees and shareholders.
Four pillars form the foundation for our
business strategy: Excel in Networks, Expand
in Services, Extend in Support Solutions and
Establish leading position in enablers of the
networked society.
Excel in Networks
Networks’ strategic focus is on evolving
networks from 2G to 3G to 4G with superior
quality and performance. We secure a
strong footprint in LTE and continue to assist
operators in expanding their business by
providing support for new business models
and revenue streams.
We will expand our portfolio with
heterogeneous networks in which Wi-Fi
access will be part of our offering.
12
Ericsson | Annual Report 2012OUR BUSINESS Extend in Support Solutions
Segment Support Solutions focuses on
building business in OSS and BSS, TV and
Media management, as well as M-Commerce.
After the acquisitions of Telcordia and
ConceptWave in 2012, we now have a full
spectrum of OSS solutions from planning
and engineering tools, through fulfillment and
inventory tools and service assurance products.
We now provide customers with the solutions
to be best in class in plan-to-provision,
lead-to-service and trouble-to-resolution.
We will continue to invest in our market-
leading charging, billing and converged
charging and billing solutions.
Our m-commerce business, focused on
international remittance, builds on the strength
in charging systems and our customers’
prepaid customer base.
Our TV and Media management offering
comprises of compression, for both operators
and media companies, and multiscreen TV &
video, including IPTV, service enablement and
service delivery platforms.
Establish leading position in enablers
of a networked society
In the networked society anything that
benefits from being connected will be
connected. This development will be made
possible through enablers such as solutions
for machine-to-machine communications,
modems from ST-Ericsson and IPRs.
We are shifting the focus from connected
devices to enablers of a networked society.
This is an area that will be developed over
the coming years as we start investigating
different opportunities both together with
operator customers and with customers
from other industries.
COMPANY TRANSFORMATION
We are going through a period of transformation
and change – both in the industry and within the
company. Two important areas of company-
wide transformation are:
Go-to-market model
A new go-to-market model with ten regions
and six global engagement practices was
introduced in 2010, enabling us to expand
engagements with customers into new areas,
develop skills across our portfolio, and build
momentum around global knowledge sharing.
This makes it possible for us to work even
closer together with our customers, to
understand their needs, while leveraging
our global scale.
Lean and agile ways of working in R&D
One major undertaking to improve
performance and efficiency in our R&D is
to implement a lean and agile methodology.
This is a way of working that includes
shortened feedback loops, improved
communication and rationalized processes.
Some product development projects
have just begun the transition to lean and
agile ways of working, while others are
well advanced.
OUR CUSTOMERS
Our business is defined by long-term relationships
mainly with large telecom operators around the
world. We serve approximately 400 customers.
Globally, telecom operators represent the majority
of net sales.
We also engage directly with customers in
certain other industries such as utilities and media.
We have customers in more than 180 countries
and have been present in many markets for more
than 100 years. Our ten largest customers, of
which half are multinational, account for 46%
of net sales.
Our customers operate in a wide range of local
economies and are at various technology stages.
They have different business focuses depending
on the maturity of their respective markets.
Strategy and customers
13
Ericsson | Annual Report 2012ResultsCORPORATE GOVERNANCESHAREHOLDERSOTHER INFORMATIONOur Business OUR PORTFOLIO
We have the competence, the skills and the solutions
our customers need to tackle the challenges of today and
tomorrow. Here we feature our offering to telecom operators.
25%
Mobile broadband
now accounts for
approximately 25% of
all mobile subscriptions
MOBILE BROADBAND
In summary
> Evolving networks from 2G/GSM
to 3G/WCDMA/HSPA and 4G/LTE
> Helping operators meet demand
for higher speed and capacity
> Building heterogeneous networks where
capacity demand is high, such as in cities.
Mobile broadband is playing an increasingly
important role in our daily lives. It is changing
the way we are entertained and educated,
and helps us work, keep in touch, and share
information and ideas, regardless of where
we are. It has the power to lessen the divide
between geographic regions and
socioeconomic groups, and improve the quality
of life in all parts of the world. Mobile data traffic
almost doubled in 2012, driven particularly by
video, new smartphone and tablet launches,
and mobile PC users generating even more data
traffic. Mobile data traffic is expected to grow at
a high rate, presenting a significant opportunity
for operators, both in mature and emerging
markets. Operators need to enhance network
quality by increasing coverage, speed and
capacity, and by providing service differentiation
to ensure they can monetize the ever-increasing
consumer demands for mobile broadband, and
the accompanying lifestyle expectations. We
provide the network infrastructure, upgrades
and LTE expansions and support solutions to
meet these operators’ needs.
Network evolution
We were a key force behind the development
of mobile technologies. Now our strategic
focus is on evolving networks. With the evolution
of the major mobile broadband technologies
WCDMA/HSPA and LTE, true broadband
performance and capacity is used to connect
smartphones, PCs, tablets, sensors and
machines to the internet and broadband
services. With the high-speed, high-capacity
mobile broadband possible through our
WCDMA/HSPA and LTE offerings, operators
can cost-effectively meet user demand for
advanced internet services anywhere, anytime.
We expect WCDMA/HSPA to be the
predominant mobile broadband technology for
many years to come. With the transition toward
LTE, we take further steps towards greater
capacity and higher throughput. LTE covers only
5–10% of global population today, but by 2017,
we expect it will cover roughly half the people in
the world. The ramp up of LTE is quicker than
for earlier generations.
In addition, by 2017, densely populated urban
areas, are expected to generate around 60% of
total mobile traffic. To increase network capacity
in these areas, we will build heterogeneous
14
Ericsson | Annual Report 2012OUR BUSINESS 950
Million
We manage networks
with approximately
950 million subscribers
networks. Here, we complement powerful
radio base stations with smaller radio base
stations including Wi-Fi, which provide extra
capacity in areas of high traffic loads, such
as malls, transport hubs, hotels and offices.
Platform strength
Our network infrastructure is built on three
main platforms:
> The RBS 6000 multi-standard platform for
radio base stations. The platform supports
GSM/EDGE, WCDMA/HSPA, LTE and CDMA
in a single unit. The RBS 6000 family ensures
a smooth transition to new technology such
as LTE. Upgrades and expansions involve
mostly software and services, often delivered
remotely. RBS 6000 now accounts for almost
all of radio base station shipments.
> The Ericsson Blade System platform for
handling of network control functionality
in fixed and mobile core networks
> The SSR 8000 family of smart services
routers for network gateways which provides
two powerful differentiators for operators.
It is a high-capacity router platform with
multi-application capabilities, thus enabling
better network performance; it also supports
services across fixed and mobile networks.
All platforms offer cost-effective deployment
and a future-secured evolution for capacity
and functionality.
MANAGED SERVICES
In summary
> Networks and business models becoming
increasingly complex
> Market pressures leading operators to
enhance offerings while increasing efficiency
> We build and manage networks, allowing
operators to focus on strategy and customer
attraction and retention.
Greater consumer expectations, and the
upsurge in data traffic, demand greater network
capacity and capability, which in turn lead to
increased complexity, both in networks and
End-to-end leadership in mobile broadband
Microwave
and optical
Transport
fiber, copper
Core network
(all-IP)
SSR 8000
Internet
RBS 6000
Multi-standard radio base
station for GSM, WCDMA/
HSPA, LTE and CDMA
their supporting business models. Maturing
markets, intensified competition and stronger
financial pressure lead to a need among
telecom operators for greater service
differentiation, enhanced offerings, and faster
time to market, all at the same time as trying
to reduce costs and increase efficiency.
This is where a managed services model
comes into play. We take responsibility for
activities telecom operators once handled
in-house, from designing, planning and
building a network, to managing its day-to-day
operation. Operators can look to reduce costs
and manage complexity through a partner
such as Ericsson, who can take on a broader
responsibility, and apply global best practices.
The world’s largest managed
services provider
We handle complex issues such as
convergence, quality and capacity management,
while freeing up operator resources to focus on
strategy, marketing and customer care. We can
also help operators scale quickly and cost-
effectively, and address new opportunities in
cloud solutions and media offerings.
We manage networks with approximately 950
million subscribers in more than 100 countries.
The networks we manage are typically
complex multi-vendor, multi-technology
environments. More than 50% of the equipment
we manage is non-Ericsson. Our four global
service centers (GSCs) all house global network
operation centers (GNOCs) for efficient remote
network management.
Expanding the scope
We are expanding the managed services
model to adjacent, growing industries such
as TV/media and IT systems.
The television industry is clearly migrating
towards the internet. Traditional broadcasting is
being complemented or replaced by a multitude
of communications technologies. Here we see
the opportunity to extend the managed services
model to be a true ICT service provider,
covering the full broadcast chain.
Operators also look for providers that can
run and operate their entire IT systems and data
centers. Consequently our managed services
offering has expanded from network operations
into IT Managed Services. This means Ericsson
can run day-to-day operations IT systems and
offer complete application life-cycle management,
application development, and maintenance of
both applications and infrastructure.
OUR PORTFOLIO
15
Ericsson | Annual Report 2012ResultsCORPORATE GOVERNANCESHAREHOLDERSOTHER INFORMATIONOur Business OUR PORTFOLIO
CONTINUED
Operations and Business
Support Systems (OSS and BSS)
In summary
> We provide systems used for managing
services, revenues and subscriber
relationships
> We help operators manage and monetize
the increasing amount of data traffic
> We help operators manage increasingly
complex networks.
In the telecom industry, customers need change
fast, driven by swiftly-evolving technology.
Business models that once promised
commercial success are being challenged.
These are the reasons operations and business
support systems (OSS and BSS) have become
key areas of investment for operators.
OSS and BSS are the systems and services
used for managing services, revenues and
subscriber relationships. With the growth in
mobile broadband, operators need to evolve
their OSS and BSS solutions to monetize the
increasing amount of data, and to manage
increasing network complexity. Our solutions
help operators optimize their services based on:
> Customer experience, where understanding,
acting and responding to changes in the way
customers experience and use services
helps meet their expectations
> Business innovation, being able to adapt
to and adopt different approaches
> Business efficiency, consolidating systems
and simplifying processes to manage the
total cost of ownership.
Our OSS and BSS solutions have led change
and created value through four generations of
telecoms evolution. They are based on deep
and broad experience in the business, and are
now significantly strengthened by our
acquisition of Telcordia. Solutions include:
> Service differentiation – We provide the
means for operators to improve customer
loyalty and revenues as they are adopting
new business models with tiered pricing
plans for different speeds, data use or
quality guarantees as well as personalized
and improved customer experiences
> Transformation – We support the
transformation of operations through
consulting, systems integration and software
solutions, to help operators adapt to rapidly
changing and competitive markets
> Assurance – We offer solutions for monitoring
network performance, and for planning,
building and optimizing networks, so
operators can improve customer experience
and secure revenue
> Billing and revenue management – BSS
solutions include those for revenue
management and customer care. Our mobile
money solution is pre-integrated with
charging systems to help operators to lower
churn, increase customer loyalty and reduce
operating expenses.
Operators
want to enhance user
experience while
reducing cost.
This is OSS and BSS
Business Support Systems
facilitate the relationship of the
operator with their customers.
Operations Support Systems
facilitate the operations of the
operator’s network.
16
Managing user interactions
Customer Relationship
Management
Enabling customer, product and
account balance management,
rating, charging and billing
Billing and Revenue Management
BSS
OSS
Designing and deploying networks
and automating optimization
Plan, Build and Optimize
Assembling and making
services available to users
Service Fulfillment
Ensuring the quality of
the services offered
Service Assurance
Ericsson | Annual Report 2012OUR BUSINESS
Communication services
> Operator-based services, based on industry
>
standards, to ensure interoperability
IMS, HD voice and Voice over LTE (VoLTE)
drive development.
Communication services are the services
people use to interact with each other, such
as voice and video calls as well as text and
multimedia messaging. These operator-based
services are provided globally and are based
on industry standards, ensuring interoperability.
Users expect their communication services
to provide a seamless, instantaneous
experience across all devices and all
subscriptions. This shift requires operators to
provide new functionality and richer offerings.
Operators now exploit opportunities to
enhance user experience while reducing costs
for voice communication. Our IP Multimedia
Subsystem (IMS) enables this. Services
controlled by IMS include voice (including
HD voice), messaging and video calls.
HD voice significantly improves quality
of voice communication. It helps ensure that
voice continues to provide revenue streams
for operators of both fixed and mobile networks.
Voice over LTE (VoLTE) enables operators
to offer voice services over all-IP LTE networks.
It also brings with it new services such as HD
video and richer multimedia services.
FIXED Broadband and
convergence
> Our IP-based converged networks provide
low-cost and high-performance services.
Strong growth in data traffic drives a need for
higher capacity solutions, based on IP and
Ethernet technologies. Operators compete by
evolving their networks to provide fast internet
speeds, reliable high-definition IPTV and video
on demand. To reduce cost and enable service
bundling, fixed traffic can be provided over a
multiservice network converging telephony,
internet and TV. Our 4th generation IP network
portfolio supports IP-based services and
applications at low cost and high performance.
TV and media MANAGEMENT
> A broad suite of standard-based products for
digital TV, HDTV, video on demand, IPTV,
mobile TV and content management.
TV is going digital and interactive. In the
converging media landscape, broadcast and
broadband are coming together. The worldwide
digital TV market is growing rapidly.
With a broad suite of open standards-based
products, we offer high-quality solutions for
digital TV, HDTV, video on demand, IPTV,
mobile TV and content management.
High-performance video means large
amounts of traffic in the networks. This can
be handled with our media distribution solution
for video delivery over IP, combining a content
distribution network with our TV portfolio.
Our IPTV network infrastructure offers a
verified end-to-end solution from video head-
end to broadband access, optimized for
multi-stream HD-IPTV and on-demand video
services. The solution also offers support for
video to mobile handsets over HSPA and
LTE networks.
Ericsson’s multiscreen TV solution combines
the full features of IPTV, mobile TV and web TV
with a common user interface. It fully integrates
fixed line and wireless media for the first time.
Business consulting, systems integration and
implementation ensure a smooth launch of new
TV infrastructure and services.
OUR PORTFOLIO
17
Ericsson | Annual Report 2012ResultsCORPORATE GOVERNANCESHAREHOLDERSOTHER INFORMATIONOur Business OUR
BUSINESS
REGIONAL DEVELOPMENT
Ericsson is a truly global player, with customers in more
than 180 countries. We have been present in many countries,
such as China, Brazil and India, for more than 100 years.
NORTH AMERICA
Development in North America has been strong
across all segments, driven by operators’ demand for
rollout of 4G networks as well as 3G capacity upgrades.
A wide range of 4G devices are available to North
American consumers and this fueled traffic growth and
operators’ demand for network capacity. All Ericsson
CDMA customers have transitioned to 4G/LTE.
SEK B
56.7
+16%
Key
Ericsson global
service center
Ericsson segments;
Networks
Global services
SUPPORT SOLUTIONS
+XX%
Percentage revenue
increase
18
Ericsson | Annual Report 2012
Mediterranean
Sales for Networks and Support
Solutions were negatively impacted
by the macroeconomic environment
in many countries, making
operators more cautious with their
investments. Global Services sales
increased driven by network
modernization projects.
SEK B
23.3 –2%
OTHER
Includes revenues generated
across all regions, through
licensing, sales of cables,
broadcast services, power
modules and other businesses.
SEK B
12.3 +15%
Latin America
In 2012, all major operators
chose their 4G/LTE suppliers
resulting in an estimated market
share for Ericsson of more than
50% in 4G/LTE.
SEK B +0%
22.0
Western and
Central Europe
Sales for Networks and Support
Solutions declined due to cautious
operator spending. Global Services
sales increased slightly, driven by
network modernization.
SEK B
17.5
–8%
Northern Europe
And central Asia
Lower operator investments
during the year, primarily in
Russia, impacted sales negatively.
SEK B
11.3
–25%
Middle East
2012 was characterized by political
unrest in some countries which
made operators more cautious.
Operators focused on network
performance and efficiency which
drove sales for Global Services.
SEK B
15.6 +1%
O
u
r
B
u
s
n
e
s
s
i
North east Asia
Both Japan and South Korea are
building country-wide 4G/LTE
networks. In Japan sales grew
during 2012, while sales in Korea
were negatively impacted by lower
3G revenues. China had focus on
the coming 4G/LTE rollouts and
GSM sales declined.
SEK B
36.2
–5%
India
India had a weak year, due to
low activity levels with operator
investments only in certain areas.
SEK B
6.5
–34%
South East Asia
And Oceania
Sales growth was driven by
3G deployments in Indonesia,
Thailand and the Philippines.
Global Services developed well
in Australia during the year.
SEK B
15.1 +9%
Sub-saharan
Africa
Sales increased in all segments
mainly driven by rollout of 2G/GSM
voice services. Mobile broadband
penetration slowly increased with
low-cost smartphone availability.
SEK B
11.3 +12%
REGIONAL DEVELOPMENT
Ericsson | Annual Report 2012
19
ResultsCORPORATE GOVERNANCESHAREHOLDERSOTHER INFORMATION
Our performance
Our overall goal is to create shareholder value.
We use a range of financial and non-financial
targets to drive business performance.
What we aim for
Growing sales
faster than
the market
Best-in-CLASS
operating
margin
Strong cash
conversion
Why we measure it
Outperforming our market
confirms the validity of our
strategic direction.
A clear focus on
operating margins
demonstrates our
commitment to
profitable growth.
A strong cash position
supports new business
activity, enables appropriate
acquisition opportunities and
provides resilience to external
economic volatility.
Our performance
Revenue growth
Percent
Profitability
SEK billion
Percent
Capital efficiency
Percent
14
12
10
8
6
4
2
0
–2
–4
11
12
0
–1
–2
20
16
12
8
4
0
16.3
16.5
17.9
7.8
8.1
7.9
5.9
2.9
92
70
20
16
12
8
4
0
140
120
100
80
60
40
20
0
10.5
4.6
117
112
116
40
2008 2009 2010 2011 2012
2008 2009 2010 2011 2012
2008 2009 2010 2011 2012
Operating income, including JV(s)
Cash conversion
Target
Operating margin, including JV(s)
20
Ericsson | Annual Report 2012OUR BUSINESS
Growth in JV
earnings
Customer
satisfaction
Employee
engagement
The modem technology
has a strategic value to the
wireless industry.
Customer satisfaction
is a prerequisite for customer
loyalty. We strive to ensure
that our customers perceive
us as a thought leader and their
preferred business partner.
Engaged employees are
motivated to contribute
to the success of Ericsson
and are willing to go the
extra mile to meet the
organization’s goals.
Customer satisfaction index
Employee engagement index
80
75
70
65
60
55
50
70
71
71.4
70.4
70.8
2008 2009 2010 2011 2012
77%
(2011: 77%)
Our score is 8 percentage
points higher than external
benchmark average, as
measured across over 250
companies. We started to
measure the engagement
index in 2011.
Share in earnings of JVs and
associated companies
(SEK billion)
0
-2
-4
-6
-8
-10
-12
-14
-0.4
-1.2
-3.8
-7.4
-11.7
2008 2009 2010 2011 2012*
Share in earnings of Sony Ericsson
included 2008–2011.
* 2012 includes a non-cash charge
of SEK 8.0 billion.
Our performance
21
Ericsson | Annual Report 2012ResultsCORPORATE GOVERNANCESHAREHOLDERSOTHER INFORMATIONOur Business Sustainability and
corporate responsibility
Our approach to sustainability and corporate responsibility
is integrated into our core business operations and in our
relationship with stakeholders.
Sustainability
Sustainability is about the “triple bottom line”:
> Social equity; communication is a
basic human need and should be available
to everyone
> Environmental performance; minimizing
environmental impact and creating a
low-carbon society
> Economic prosperity; contributions to
social and economic development.
We have implemented strong social, ethical
and environmental standards. This commitment
generates positive business impacts, which in
turn benefit society.
Reducing environmental impact
The energy use of products in operation
remains our most significant environmental
impact. We also work to reduce our own
environmental impact. Focus is on product
energy efficiency and materials management
as well as business travel, facilities and transport
of our products. We have set a five-year target
to reduce Ericsson carbon footprint intensity by
40% for products in operation and for our own
operations and we have achieved it one year
ahead of time.
We work proactively with our customers to
encourage network and site energy optimization.
One aspect of our sustainability strategy
is the role broadband can play in helping to
offset global CO2 emissions.
70% of these are attributed to cities. We work
on sustainable city solutions and are engaged in
global climate policy.
Technology for Good
Our Technology for Good program is focused
on applying Ericsson’s expertise, global
presence and scale to find market-based
solutions that empower people, business and
society to help shape a more sustainable world.
We have used our technology and competence
to help achieve the Millennium Development
Goals for more than a decade.
Through our volunteer program Ericsson
Response™, we have played an active role in
humanitarian disaster relief efforts.
CORPORATE RESPONSIBILITY
Corporate Responsibility is about managing
risks to secure that Ericsson remains a trusted
partner among our stakeholders.
Conducting business responsibly
We actively support the UN Global Compact,
and endorse its principles regarding human
and labor rights, anti-corruption and
environmental protection.
We have a Code of Business Ethics and
a Code of Conduct which reflect responsible
business practices. Promotion of these
practices is reinforced by employee
awareness training, workshops and monitoring.
Suppliers must comply with our Code
of Conduct.
We continued to develop our anti-corruption
program and broadened Ericsson’s
whistleblower procedure.
40%
We achieved our five-year
target, to reduce carbon
footprint intensity by 40%,
one year ahead of time
22
Ericsson | Annual Report 2012OUR BUSINESS Changing
lives
Mobile broadband helps people share
information and ideas, and work more
collaboratively. It changes the way we are
entertained, and the way we communicate.
It promotes social and economic progress
and reduces environmental impact, improving
quality of life in all parts of the world.
It makes m-commerce possible anywhere,
even in remote areas, and delivers public
services effectively to billions. In all of these
ways, Ericsson is shaping the world’s future
through its continuous technology
leadership in mobile broadband.
X12Global mobile data traffic is estimated
to grow twelve-fold by 2018.
23
Ericsson | Annual Report 2012 FIVE-YEAR SUMMARY
For definitions of the financial terms used, see Glossary, Financial Terminology and Exchange Rates.
Five-year summary
SEK million
Income statement items
Net sales
Operating income
Financial net
Net income
Year-end position
Total assets
Working capital
Capital employed
Gross cash
Net cash
Property, plant and equipment
Stockholders’ equity
Non-controlling interest
Interest-bearing liabilities and post-employment benefits
Per share indicators
Earnings per share, basic, SEK
Earnings per share, diluted, SEK
Cash flow from operating activities per share, SEK
Cash dividends per share, SEK
Stockholders’ equity per share, SEK
Number of shares outstanding (in millions)
end of period, basic
average, basic
average, diluted
Other information
Additions to property, plant and equipment
Depreciation and write-downs/impairments
of property, plant and equipment
Acquisitions/capitalization of intangible assets
Amortization and write-downs/impairments of intangible assets
Research and development expenses
as percentage of net sales
Ratios
Operating margin excluding joint ventures and associated companies
Operating margin
EBITA margin
Cash conversion
Return on equity
Return on capital employed
Equity ratio
Capital turnover
Inventory turnover days
Trade receivables turnover
Payment readiness, SEK million
as percentage of net sales
Statistical data, year-end
Number of employees
of which in Sweden
Export sales from Sweden, SEK million
1) For 2012, as proposed by the Board of Directors.
24
2012
Change
2011
2010
2009
2008
227,779
10,458
–276
5,938
274,996
100,619
176,653
76,708
38,538
11,493
136,883
1,600
38,170
1.80
1.78
6.85
2.75 1)
42.51
3,220
3,216
3,247
0% 226,921
203,348
206,477
208,930
–42%
17,900
16,455
–
221
–672
–53%
12,569
11,235
5,918
325
4,127
16,252
974
11,667
–2% 280,349
281,815
269,809
285,684
–8% 109,552
105,488
99,079
99,951
–5% 186,307
182,640
181,680
182,439
–5%
–2%
7%
80,542
39,505
10,788
87,150
51,295
9,434
76,724
36,071
9,606
75,005
34,651
9,995
–4% 143,105
145,106
139,870
140,823
–26%
–7%
–53%
–53%
120%
10%
–5%
2,165
1,679
1,157
1,261
41,037
35,855
40,653
40,354
3.80
3.77
3.11
2.50
3.49
3.46
8.31
2.25
1.15
1.14
7.67
2.00
3.54
3.52
7.54
1.85
44.57
45.34
43.79
44.21
–
–
–
3,211
3,206
3,233
3,200
3,197
3,226
3,194
3,190
3,212
3,185
3,183
3,202
5,429
9%
4,994
3,686
4,006
4,133
4,012
13,247
5,877
32,833
14.4%
9.7%
4.6%
6.6%
116%
4.1%
6.7%
50.4%
1.3
73
3.6
84,951
37.3%
13%
–
7%
1%
–
–
–
–
–
–
–
–
–
–
–
3,546
2,748
5,490
32,638
14.4%
9.6%
7.9%
9.9%
40%
8.5%
11.3%
51.8%
1.2
78
3.6
3,296
7,246
6,657
31,558
15.5%
8.7%
8.1%
11.0%
112%
7.8%
9.6%
3,502
11,413
8,621
33,055
16.0%
6.5%
2.9%
6.7%
117%
2.6%
4.3%
52.1%
52.3%
1.1
74
3.2
1.1
68
2.9
3,105
1,287
5,568
33,584
16.1%
8.0%
7.8%
9.4%
92%
8.2%
11.3%
49.7%
1.2
68
3.1
–2%
–
86,570
38.1%
96,951
88,960
47.7%
43.1%
84,917
40.6%
110,255
17,712
106,997
5% 104,525
1%
17,500
90,261
17,848
82,493
18,217
78,740
20,155
–8% 116,507
100,070
94,829
109,254
Ericsson | Annual Report 2012OUR BUSINESS LETTER FROM
THE Chairman
A main focus area for the Board of Directors
during the year has been Ericsson’s financial
performance and working capital development.
Commercial management and the balance
between market share gains and profitable
growth have been key topics.
The Board has also closely monitored the
work during the year to find the best solution
for ST-Ericsson assets given the strategic
options at hand.
Strong financial position
One of the Board’s key areas of responsibility
is to manage the Company’s financial position.
The Company has a strong balance sheet and
we believe it is appropriate to remain fairly
conservative considering the continued
macroeconomic uncertainty in parts of the world.
We will, as before, consider selective acquisitions
but prefer to invest in further strengthening the
Company’s technology and services leadership
and its offering to the market.
The Company’s dividend policy takes into
account last year’s earnings and balance sheet
structure, as well as coming years’ business
plans and expected economic development.
Based on this, the Board proposes a dividend
increase of 10%.
Importance of corporate governance
Good corporate governance is the basis for
building a robust corporate culture. However,
corporate governance is not only about efficient
and reliable controls and procedures. It is also
about adherence to strong principles of
responsible business practice by all employees.
Over time this strengthens the business, which
in turn generates shareholder value. Ericsson
has a strong portfolio for value creation at large,
and strong social, environmental and
governance standards supporting risk
management.
I am proud to be Chairman of the Board
of this Company with so many dedicated and
competent people working hard every day, to
stay the leader in this rapidly changing market.
Leif Johansson
Chairman of the Board of Directors
Dear shareholders
It is now almost two years since I assumed
the role as Chairman of the Board of Ericsson,
and looking back they have certainly been
interesting years. The rapid pace of change of the
industry and the transformative power of the
technology are two reasons why I find this role so
interesting and inspiring.
A year of strategy execution
During 2012, the Company continued to
strengthen its core assets; technology and
services leadership as well as global scale.
A key event during the year was the completion
of the divestment of Sony Ericsson. In addition,
the Company has strengthened and streamlined
its portfolio through a few strategic acquisitions
and divestments.
Board discussions
During the year, the Board has closely monitored
the overall market conditions for Ericsson such
as macroeconomic development, customers’
financial performance and strategy as well as
the competitive landscape among ICT vendors.
It is important for us to understand how potential
moves by competitors, both commercial and
technological, might change the landscape and
the relative strength of the company.
Letter from the chairman
25
Ericsson | Annual Report 2012ResultsCORPORATE GOVERNANCESHAREHOLDERSOTHER INFORMATIONOur Business BOARD OF
DIRECTORS’ REPORT
Contents
Trends and drivers
Business in 2012
Targets and performance
Financial results of operations
Financial position
Cash flow
Business results – region
Business results – segments
Corporate Governance
Material contracts
Risk management
Sourcing and supply
Sustainability and Corporate Responsibility
Legal proceedings
Parent Company
Post-closing events
Board assurance
26
27
28
30
32
34
35
36
39
40
40
40
41
43
43
45
45
Trends AND drivers
Major industry trends in 2012 were operators
focus on high-performance mobile broadband
networks and their focus on increasing the
operational efficiency. Tiered pricing and new
business models continued to be high on our
customers’ agendas. In Europe, the network
modernization projects continued the rapid
implementation. In North America, Japan
and Korea, major LTE rollouts took place.
Across the globe, operators continued to
focus on increasing their operational efficiency
and reducing their operating expenses. Their
focus on operational efficiencies together with
transformation activities in the voice, IP and
OSS and BSS domains drove demand for
consulting and systems integration as well
as managed services.
When developing its internal plans,
Ericsson looks at a number of parameters that
have an impact on data traffic. These include:
> Smartphone subscriptions, as a percentage
of total subscriptions
> Mobile broadband subscriptions, as a
percentage of total mobile subscriptions
> Average data traffic and peaks in traffic.
Mobile subscriptions and smartphones
Today, 15–20% of the worldwide installed
base of mobile phone subscriptions use
smartphones. About 40% of all mobile phones
sold during 2012 were smartphones, compared
to around 30% for 2011. With less expensive
smartphones being introduced, there is
considerable room for further uptake.
Subscriptions
billion
Mobile subscriptions
Mobile broadband subscriptions
Ericsson estimate
2018
Forecast
~9
~6.5
2012
~6.3
~1.5
Mobile broadband subscriptions and
population coverage
Mobile network coverage is constantly
increasing. GSM/EDGE technology has the
widest reach and covers more than 85% of
the world population.
WCDMA/HSPA covers more than 50%
of the world population. Further build out of
WCDMA/HSPA coverage will be driven by
factors such as demand for internet access
and affordability of smartphones. By 2017,
Ericsson estimates that 85% of the world’s
population will have access to WCDMA/HSPA.
All WCDMA networks deployed by
Ericsson have been upgraded to HSPA
of various speeds.
Despite being in the early days, LTE
networks can already provide downlink peak
rates of around 100 Mbps. There are around
60 LTE networks in commercial operation.
By 2017, Ericsson estimates that 50% of the
world’s population will have LTE coverage.
Regions have different radio technology
mixes dependent on maturity level. Less mature
regions are dominated by 2G technologies while
more mature regions are dominated by HSPA.
LTE is growing strongly, particularly in North
America, where LTE is forecasted to be the
leading radio technology before 2018. The fast
growth in LTE subscriptions is driven by strong
competition and consumer demand, following
CDMA operators’ decisions to migrate to LTE.
Operators who have 2G or 3G-specific radio
base stations will have to invest in new radio
base stations in order to introduce 4G/LTE.
The Ericsson multi-standard radio base station
is an efficient way of doing so, being capable
of all technologies; 2G, 3G and 4G/LTE.
26
Ericsson | Annual Report 2012Results Data traffic
Access to the internet from mobile devices
continues to drive mobile traffic development.
In 2012, mobile data traffic continued the trend
of doubling each year. Ericsson estimates that
mobile data traffic will grow 12 times between
2012 and 2018. The increasing data traffic will
drive the need for more capacity in mobile
broadband networks.
Data traffic per subscriber is partly
dependent on the screen size of the user’s
device. Resolution is also a factor. On average,
a mobile PC generates about seven times more
data traffic than a smartphone.
Average mobile data traffic
Monthly data traffic per PC
Monthly data traffic per tablet
2012
3 GB
0.6 GB
Monthly data traffic per smartphone
0.45 GB
Ericsson estimate
2018
Forecast
11 GB
2.7 GB
1.9 GB
Business in 2012
Strong year for services
With strong growth in Global Services and
Support Solutions in 2012, Ericsson took
further steps in establishing itself as a leading
ICT player. Networks sales declined 2012
following a strong 2011.
In the coming years, Ericsson expects
software sales to gradually increase as radio
expansions and upgrades, IP and OSS and BSS
materialize. This development will result in more
recurring revenues from software and services
business as well as less capital utilization.
High share of coverage projects
Ericsson’s gross margin and the amount of
required capital employed vary with project
type. When building network coverage, projects
are often of a turnkey character. Generally there
are more hardware and network rollout services
in coverage projects, resulting in lower gross
margin and a larger capital utilization.
During 2012, Ericsson was in a phase with
a high share of coverage projects. Sales for
2012 showed a higher share of services and
a lower share of hardware. This reflects the
good momentum in services throughout the
year, reduced CDMA infrastructure business
and impact from network modernization
projects in Europe.
Network modernization in Europe
The modernization of networks in Europe
became an opportunity for the Company in
mid-2010 when operators in Europe started to
consider replacing old 2G and 3G equipment
with multi-standard radio equipment.
Ericsson that had lost out on market share
in 3G compared to its strong 2G position,
identified this as an opportunity to regain
footprint. Competition for new footprint is always
tough and a strategic decision was taken to
accept short-term profitability pressure to
increase technology and services leadership.
As a result, market share has increased and the
Company has further strengthened its leading
market position in Europe. Average project
duration for these modernization projects is
18–24 months and the first projects were
completed in late 2012. The negative impact
from network modernization projects in Europe
will continue to gradually decline during 2013
as projects are finalized.
Acquisitions, partnerships and divestments
The Company’s strategy is to focus on organic
growth and be selective with acquisitions.
Acquisitions might be considered for three
purposes: if there is a crucial opportunity to
consolidate the Company’s market position, to
fill portfolio gaps, or to enter new growth areas.
In 2012, the following activities were announced:
> Completion of the acquisition of Telcordia
> Completion of the divestment of the 50%
stake in Sony Ericsson Mobile
Communication AB to Sony in February. The
divestment was effective on January 1, 2012
Increased ownership in Ericsson-LG,
now holding 75%
>
> Acquisition of Canadian telecom-grade Wi-Fi
company BelAir Networks
> Acquisition of Technicolor’s broadcast
services division
> Divestment of EDA 1500 GPON portfolio
to Calix, Inc.
> Acquisition of Canadian ConceptWave
in the OSS and BSS domain
> Divestment of the multimedia brokering
platform (IPX) to Gemalto.
Fair return on R&D investment
In the networked society, Ericsson envisions
that anything that benefits from being
connected will be connected.
In this scenario, Ericsson foresees new
entrants to the connectivity markets, from
device and equipment manufacturers as well
as from other industries. Any company that
provides wireless connectivity today is likely
to require a license to Ericsson’s patents.
The Company believes it is the strongest holder
of essential patents in the wireless industry.
Ericsson has more than 100 patent license
agreements and is a net receiver of royalties.
The Company’s product portfolio is well
licensed, which is beneficial to its customers.
27
Software, hardware and
services: share of total sales
Percent
26
36
24
37
23
40
38
39
37
23
35
42
100
80
60
40
20
0
2009
2010
2011
2012
Software
Hardware
Services
IPR revenue (net)
SEK billion
6.6
6.2
5.0
4.6
4.3
7
6
5
4
3
2
1
0
2008* 2009 2010 2011* 2012
* One-off patent sales included
Ericsson | Annual Report 2012OUR BUSINESSRESULTSCORPORATE GOVERNANCESHAREHOLDERSOTHER INFORMATION Board of Directors’ Report
BOARD OF DIRECTORS’ REPORT
CONTINUED
Cash generation
A tight focus is kept on the cash generation of
the Company and its working capital. Working
capital decreased by –8% mainly due to lower
inventories at year-end. The balance sheet is
strong and the cash position sufficiently large to
ensure the financial flexibility to invest in future
growth and to capture business opportunities.
The earnings and balance sheet structure
makes it possible for the Board of Directors to
propose to increase the dividend. This proposal
reflects earnings and balance sheet structure in
2012, as well as coming years’ business plans
and expected economic development,
according to Ericsson’s dividend policy.
Cost and efficiency
The Board of Directors has paid extra attention
to commercial management and the balance
of market share gains with profitable growth.
In addition, the Company has also taken a
number of initiatives to reduce cost and increase
capital efficiency. Among these is the multi-year
program to reduce cost by industrializing
service delivery, implementing more lean and
agile ways of working in software development
as well as improving the order-to-cash process.
The Company will also continue to optimize
capital expenditures and debt management.
Targets and performance
Ericsson’s overall goal is to create shareholder
value. Management uses four financial metrics
to evaluate the Company’s long-term ambitions:
> Sales growth faster than the market
> Best-in-class operating margin
> Growth in joint ventures’ earnings
> Strong cash conversion.
The Board of Directors has translated these
metrics into three performance criteria in the
Executive Performance Stock Plan, included
in the Company’s Long-Term Variable (LTV)
remuneration program. These performance
criteria have been approved by the Annual
General Meeting.
Long-term ambitions
Grow faster than the market
Ericsson maintained its share of global installed
base of radio base stations at close to 40%.
In 2012, Ericsson widened the definition* of
the equipment market to also reflect the R&D
investments during the past years. For the
equipment market, which includes the key
segment of Radio, IP and Transport as well as
Core, preliminary market data indicates that the
market share was 24%, down from 27% in 2011.
The decline is due to a lower market share in the
mobile network equipment market, at 35%,
down from 38% in 2011, negatively impacted by
the technology shift in China where investments
are moving from GSM to other technology areas
where Ericsson has limited presence.
Ericsson’s global market share for LTE is
twice as big as the largest competitor,
measured in shipments for the full year 2012.
This makes Ericsson the world’s largest supplier
of LTE. The LTE technology is still in an early
build-out phase.
As expected, Ericsson’s sales of CDMA
equipment decreased by –40% in 2012,
following operators’ transition to LTE.
All Ericsson CDMA customers are now
Ericsson LTE customers.
In telecom services, internal market data
indicates that the Company increased its
market share to 13% and is larger than any
of its competitors in this fragmented market.
After the acquisition of Telcordia, consolidated
as from January 2012, Ericsson has a leading
position in OSS and BSS.
Best-in-class operating margin
The Company’s operating margin before share
in JV earnings and gain from the sale of its
share in Sony Ericsson was 6.4% (9.6%).
Based on reported results for 2012, the
operating margin remains the highest among
the Company’s traditional publicly listed
telecom competitors.
Growth in JV earnings
The Ericsson share in earnings of joint ventures
and associated companies was SEK –11.7 (–3.8)
billion. The Company took a non-cash charge
of SEK 8.0 billion, related to its 50% stake of
ST-Ericsson. The charge included write-down
of investments of SEK 4.7 billion to reflect the
current best estimate of Ericsson’s share of
the fair market value of the JV. A provision of
SEK 3.3 billion was also included, related to
the available strategic options at hand for the
future of the ST-Ericsson assets. Ericsson’s share
of the JV Sony Ericsson was divested in early
2012 resulting in a gain of SEK 7.7 billion, reported
as Other operating income. The Company did not
consolidate Sony Ericsson in 2012.
Revenue growth
Percent
14
12
10
8
6
4
2
0
–2
–4
11
12
0
–1
–2
2008 2009 2010 2011 2012
Profitability
SEK billion
Percent
20
16
12
8
4
0
16.3
16.5
17.9
7.8
8.1
7.9
5.9
2.9
20
16
12
8
4
0
10.5
4.6
2008 2009 2010 2011 2012
Operating income, including JV(s)
Operating margin, including JV(s)
*Ericsson’s key network equipment
market includes Radio, i.e. 2G, 3G, 4G
RAN including CDMA, public WLAN
access and OSS for mobile. IP and
Transport includes IP Edge, packet
core, microwave, opto metro and OSS
for fixed. Core includes circuit-switched
core, IMS, user data management and
machine-to-machine.
28
Ericsson | Annual Report 2012Results
Capital efficiency
Percent
117
112
116
92
70
140
120
100
80
60
40
20
0
Cash conversion
The cash conversion rate was 116% (40%),
driven by reduced working capital. The
Company reached its target of a cash
conversion rate above 70%. Cash conversion
is defined as cash flow from operating activities
divided by the sum of net income and
adjustments to reconcile net income to cash.
40
Other performance indicators
Ericsson believes that satisfied customers
and motivated employees are key to success.
2008 2009 2010 2011 2012
Cash conversion
Target
Customer satisfaction
Every year, an independent customer
satisfaction survey is performed. In 2012 about
15,000 representatives of Ericsson customers,
in different positions around the world, were
polled to assess their satisfaction with Ericsson,
compared to its main competitors. Over the
past five years, Ericsson has maintained a high
level of excellence; a customer satisfaction index
above 70. The goal is to further increase the
customer satisfaction.
Employee engagement
In order to measure employee engagement, an
annual survey is conducted by an independent
company. In 2012, 94% (90%) of employees
across the world responded to the survey.
The 2012 survey results show a continued
strong employee engagement. The Employee
Engagement index is 77%, which is unchanged
from 2011 and 8%–points higher than the
external benchmark average.
Executive Performance Stock Plan
The Company has a Long-Term Variable (LTV)
remuneration program. It builds on a common
platform, but consists of three separate plans;
one targeting all employees, one targeting
key contributors and one targeting senior
management. The program is designed to
encourage long-term value creation in
alignment with shareholders’ interests.
The aim of the plan for senior managers is
to attract, retain and motivate executives in a
competitive market through performance-based
share-related incentives and to encourage the
build-up of significant equity stakes. The
performance criteria for senior management,
i.e. the Executive Performance Stock Plan,
are revised yearly and approved by the Annual
General Meeting. Performance criteria for the
2013 Executive Performance Stock Plan will
be communicated in the notice to the Annual
General Meeting.
The targets for the 2011 and 2012 Executive
Performance Stock Plans are shown in the
illustration below. The performance criteria are:
> Up to one-third of the award will vest if the
target for compound annual growth rate of
consolidated net sales is achieved
> Up to one-third of the award will vest if the
target for compound annual growth rate of
consolidated operating income, including
earnings in joint ventures and restructuring,
is achieved. For the 2011 plan, base year 2010
is excluding restructuring of SEK 6.8 billion.
> Up to one-third of the award will vest if cash
conversion is at or above 70% during each
of the years and vesting one-ninth of the
award for each year the target is achieved.
The target was reached in 2012 but not
reached in 2011.
Before the number of performance shares to
be matched are finally determined, the Board
of Directors shall examine whether the
performance matching is reasonable
considering the Company’s financial results
and position, conditions on the stock market
and other circumstances, and if not, reduce
the number of performance shares.
Working capital targets
Ericsson’s working capital targets are described
on page 32. The targets remain for 2013.
Shareholder value creation
Long-term ambition
Executive Performance Stock Plan 2011
targets for 2011–2013
Base year 2010
Executive Performance Stock Plan 2012
targets for 2012–2014
Base year 2011
GROW FASTER THAN THE MARKET
Net sales growth 4–10% CAGR
Net sales growth 2–8% CAGR
BEST-IN-CLASS MARGINS
GROWTH IN JV EARNINGS
Operating income growth 5–15%
CAGR including JV(s) and
restructuring*
Operating income growth 5–15%
CAGR including JV(s) and
restructuring
STRONG CASH CONVERSION
Cash conversion ≥ 70% annually
Cash conversion ≥ 70% annually
* Base year 2010 excl. restructuring
29
Ericsson | Annual Report 2012OUR BUSINESSRESULTSCORPORATE GOVERNANCESHAREHOLDERSOTHER INFORMATION Board of Directors’ Report
BOARD OF DIRECTORS’ REPORT
CONTINUED
Financial results of Operations
Abbreviated income statement
SEK billion
Net sales
Cost of sales
Gross income
Gross margin %
Operating expenses
Operating expenses as % of sales
Other operating income and expenses
Operating income before share in earnings of JVs and associated companies
Operating margin % before share in earnings of JVs and associated companies
Share in earnings of JVs and associated companies
IFRS
Restructuring charges
2012
2011
2010
–2.2
–1.2
–1.2
–3.4
–3.4
–1.2
–2.0
–3.5
–
–3.4
–0.3
–3.8
–
–3.2
–0.6
–3.7
–
–6.8
–0.5
–7.3
2012
227.8
–155.7
72.1
31.6%
–58.9
25.8%
9.0
22.2
9.7%
–11.7
10.5
4.6%
–0.3
–4.2
5.9
1.78
2011
226.9
–147.2
79.7
35.1%
–59.3
26.1%
1.3
21.7
9.6%
–3.8
17.9
7.9%
0.2
–5.6
12.6
3.77
2010
203.3
–129.1
74.3
36.5%
–58.6
28.8%
2.0
17.6
8.7%
–1.2
16.5
8.1%
–0.7
–4.5
11.2
3.46
Operating income
Operating margin %
Financial income and expenses, net
Taxes
Net income
EPS diluted (SEK)
Net sales and operating
margin incl. JVs
SEK billion
Percent
208.9 206.5
203.3
226.9 227.8
7.8
8.1
7.9
2.9
4.6
250
200
150
100
50
0
25
20
15
10
5
0
2008 2009 2010 2011 2012
Net sales
Operating margin
30
Sales
2012 was a year with strong growth in
Global Services and Support Solutions while
Networks had a more challenging year. Sales
for comparable units, adjusted for foreign
currency exchange rates and hedging,
decreased –2%. The acquired Telcordia
operation added sales of SEK 4.2 billion,
split 50/50 between the segments Global
Services and Support Solutions.
In 2012, the Company continued to execute
its strategy to leverage its strengths in the
growth areas of mobile broadband, managed
services as well as OSS and BSS. Due to the
current technology cycle in which mobile
broadband is being rolled out, the business
mix in 2012 continued to include a higher share
of coverage business than capacity business.
Ericsson was also to a large extent engaged in
network modernization projects in Europe with
its lower margins.
Sales of CDMA equipment declined –40%
to SEK 8.4 (14.0) billion. The decline in CDMA
was expected and planned for, following
operators migration to LTE. The growth in
Global Services is primarily related to continued
good momentum in managed services and
consulting and systems integration as well as
network rollout sales following a high share of
coverage projects. The sales growth in Support
Solutions is mainly driven by TV and media
management, business support solutions
(charging solutions) and the acquisition of
Telcordia. The segments Global Services and
Support Solutions together represented close
to 50% of Group sales.
In 2012, five of our ten regions showed
growth. The share of software sales was
unchanged in 2012, at 23% (23%) of sales
while the portion of hardware decreased to 35%
(40%) and services increased to 42% (37%) of
Group sales. Longer term, the software part is
expected to increase following more expansions
and upgrades of networks.
IPR (intellectual property rights) revenues
showed a favorable development and amounted
to SEK 6.6 (6.2) billion.
Seasonality
The Company’s quarterly sales, income and
cash flow from operations are seasonal in
nature, generally lowest in the first quarter
of the year and highest in the fourth quarter.
This is mainly a result of the seasonal purchase
patterns of network operators.
Ericsson | Annual Report 2012Results
Operating income and
net income
SEK billion
16.3
16.5
17.9
11.7
11.2
12.6
10.5
5.9
4.1
5.9
20
15
10
5
0
2008 2009 2010 2011 2012
Operating income
Net income
Most recent five-year average seasonality
First
quarter
Second
quarter
Third
quarter
Fourth
quarter
Sequential change
Share of annual sales
–21%
23%
7%
24%
–2%
24%
26%
30%
Gross margin
Gross margin declined to 31.6% (35.1%).
The decrease is due to increased share of
Global Services sales, higher proportion of
coverage than capacity projects and network
modernization projects in Europe. Close to
50% of the gross margin decline is related to
the increased services share.
With current visibility, the underlying business
mix, with a higher share of coverage projects
than capacity projects, is expected to gradually
shift towards more capacity projects during the
second half of 2013. The negative impact from
the network modernization projects in Europe
will continue to gradually decline during 2013.
Operating expenses
Total operating expenses declined slightly.
Excluding acquisitions and restructuring
charges, Group operating expenses amounted
to SEK 55.1 billion, down –4% from 2011.
To secure continued technology leadership,
focus is on innovation and R&D. R&D expenses
(see table below) increased slightly due to higher
restructuring charges and acquisitions. Based
on current portfolio and efficiencies in ways of
working, R&D expenses for 2013 are expected
to decrease somewhat.
Selling and administrative expenses
represented 11.4% of sales compared to
11.8% in 2011.
Research and development
Expenses (SEK billion)
2012
32.8
2011
32.6
2010
31.6
As percent of Net sales
14.4% 14.4% 15.5%
Employees within R&D
as of December 31 1)
Patents 1)
1) The number of employees and patents are approximate.
33,000 30,000
24,100 22,400 20,800
27,000
Operating margin before JVs
Operating margin before share in JV earnings
was 9.7% (9.6%). Excluding the gain related to
the divestment of the share of Sony Ericsson,
operating margin was 6.4%. The negative
impact was due to the business mix having
more coverage business than capacity
business as well as network modernization
projects in Europe.
Share in earnings of JVs
ST-Ericsson reported a loss in 2012.
Ericsson’s share in ST-Ericsson’s income
before tax, adjusted to IFRS, was SEK –3.7
(–2.7) billion. The reported loss of SEK –11.7
billion includes a write-down of investments
of SEK 4.7 billion and a provision of
SEK 3.3 billion.
Other Operating income and expenses
Other operating income and expenses
includes a gain of SEK 7.7 billion related
to the divestment of Sony Ericsson. It also
includes a gain of SEK 0.2 billion from
the divestment of the Multimedia brokering
(IPX) operation.
Financial net
The financial net decreased mainly due to
negative currency exchange revaluation effects
on financial investments and liabilities.
Taxes
The tax rate for the year was 42% (31%) of
income after financial items. The high tax rate
is due to product and market mix as well as a
reduction in corporate tax rate for 2013, decided
by the Swedish Parliament. The lower corporate
tax rate in Sweden reduced the deferred tax
assets with approximately SEK 0.5 billion. Over
time, the lower tax rate in Sweden will have a
positive impact on taxes.
Net income
Net income decreased primarily due to the
negative impact from ST-Ericsson and lower
contribution from Networks.
Earnings per share, diluted
Earnings per share decreased –53% to SEK 1.78
(3.77). Earnings per share, non-IFRS, decreased
–42% to SEK 2.74 (4.72). The Board of Directors
proposes a dividend of SEK 2.75 (2.50). This
represents an increase of 10% over 2011.
Restructuring charges
Restructuring charges were SEK 3.4 (3.2) billion,
excluding joint ventures. Restructuring charges
mainly relate to continued execution of the
service delivery strategy as well as other
ongoing cost reduction measures. Cash outlays
that have been provided for were SEK 1.2 (3.2)
billion. At the end of the year, cash outlays of
SEK 1.2 (1.3) billion remain to be made.
Ericsson’s share in ST-Ericsson’s restructuring
charges was SEK 0.3 (0.1) billion.
31
Ericsson | Annual Report 2012OUR BUSINESSRESULTSCORPORATE GOVERNANCESHAREHOLDERSOTHER INFORMATION Board of Directors’ Report
BOARD OF DIRECTORS’ REPORT
CONTINUED
Financial position
Consolidated balance sheet (abbreviated)
December 31,
SEK billion
Assets
Non-current assets, total
of which intangible assets
of which property, plant and equipment
of which financial assets
of which deferred tax assets
Current assets, total
of which inventory
of which trade receivables
of which other receivables/financing
of which short-term investments, cash
and cash equivalents
2012
2011
2010
2012
2011
2010
81.7
49.4
11.5
8.5
12.3
193.3
28.8
63.7
24.1
76.7
275.0 1)
81.5
44.0
10.8
13.7
13.0
83.4
46.8
9.4
14.5
12.7
Equity and liabilities
Equity
Non-current liabilities
of which post-employment benefits
of which borrowings
of which other non-current liabilities
198.8
198.4
Current liabilities
of which provisions
of which current borrowings
of which trade payables
33.1
64.5
20.7
80.5
29.9
61.1
20.2
87.2
281.8
138.5
145.3
146.8
39.1
9.5
23.9
5.7
97.4
8.4
4.8
23.1
38.1
10.0
23.3
4.8
97.0
6.0
7.8
25.3
38.3
5.1
27.0
6.2
96.8
9.4
3.8
25.0
Total assets
1) Of which interest-bearing liabilities and post-employment benefits SEK 38.2 (41.0) billion.
280.3
of which other current liabilities
Total equity and liabilities 1)
61.1
275.0
58.0
280.3
58.6
281.8
Working capital
Days
120
100
80
60
40
106
106
68
68
55
57
88
74
91
78
74
62
62
86
73
57
2008 2009 2010 2011 2012
Days sales outstanding
(Target is less than 90 days)
Inventory days
(Target is less than 65 days)
Payable days
(Target is more than 60 days)
32
Ericsson’s strategy is to maintain a strong
balance sheet, including a sufficiently large
cash position to ensure the financial flexibility
to invest in future growth and to capture
business opportunities. This has been
particularly important during the past years’
difficult macroeconomic and financial market
situation. By maintaining a strong cash position,
the Company gains competitive advantages
and can maintain an active strategy for
selective acquisitions.
The Company’s capital targets are to have an
equity ratio above 40%, to generate a cash
conversion rate above 70%, to have a positive
net cash position and to achieve solid
investment grade ratings.
An important focus area is the monitoring
of working capital. Major efforts have been
made during the year in order to reduce days
sales outstanding and inventory turnover days
as well as to increase payable days. The target
for days sales outstanding was met, while the
other two targets were not achieved. Efforts to
further reduce working capital will continue in
2013 and the working capital targets are the
same as previous years.
balance sheet structure, as well as coming
years’ business plans and economic
development, according to Ericsson’s
dividend policy.
Non-current assets
Intangible assets increased to SEK 49.4 (44.0)
billion due to acquisitions during the year.
Customer financing, current and non-current,
increased to SEK 5.3 (4.2) billion.
Current assets
Inventory levels decreased at the end of the
year. At year end, inventory was SEK 28.8 (33.1)
billion. The target of inventory turnover days less
than 65 days was not reached and improvement
efforts will continue in 2013.
Trade receivables: Days sales outstanding
reached 86 (91) days at year end due to strong
sales and good collections. The Company’s
credit losses have historically been low and
continued to be so in 2012.
Net cash decreased by SEK 1.0 billion. For
a more detailed discussion on changes in cash,
see pages 34–35.
For 2011, the dividend was SEK 2.50 per
share. The Board of Directors will propose to the
Annual General Meeting 2013 a dividend of SEK
2.75 per share for 2012. This represents a total
dividend of approximately SEK 9.1 (8.2) billion.
The proposal reflects year 2012’s earnings and
Equity
Equity decreased by SEK –6.8 billion primarily
due to the non-cash charge of SEK 8.0 billion
related to ST-Ericsson. The equity ratio was
maintained at a healthy level of 50.4% (51.8%).
Return on equity decreased to 4.1% (8.5%)
Ericsson | Annual Report 2012Results
Net cash and equity ratio
SEK billion
Percent
due to lower profitability. Return on capital
employed (ROCE) was 6.7% (11.3%).
49.7
52.3
52.1
51.8
50.4
51.3
39.5
38.5
34.7
36.1
60
50
40
30
20
10
0
2008 2009 2010 2011 2012
Net cash
Equity ratio
Customer financing
SEK billion
6
5
4
3
2
1
0
5.3
4.0
4.4
4.2
3.1
2.8
2.8
2.3
2.0
1.4
2008 2009 2010 2011 2012
Customer financing net
Of which short-term
60
50
40
30
20
10
0
Non-current liabilities
Post-employment benefits related to defined
benefit plans declined to SEK 9.5 (10.0) billion.
In 2012 there was a decrease in discount rates,
which was offset as plan assets yielded higher
than expected.
Non-current borrowings was almost
unchanged at SEK 23.9 (23.3) billion. In 2012,
Ericsson performed refinancing activities to
extend its average debt maturity profile and to
further diversify funding sources:
>
Issue of a USD-denominated 1 billion
ten-year bond in order to refinance debt
maturing in 2012 to 2014
> Repurchase of EUR 441 million related to
the 2013 and 2014 EMTN bonds in order to
reduce gross debt and optimize net interest
> Repayment of two SEK-denominated bonds
with a total of SEK 3.5 billion at maturity
> Taken up a loan with the Nordic Investment
Bank of EUR 0.15 billion (or the equivalent
in USD). The loan is divided into two equal
tranches with seven-year and nine-year
maturities respectively.
> Signed loan agreement with the European
Investment Bank of EUR 0.5 billion (or the
equivalent in USD) with an option for
disbursement until April 2014. The loan will
mature seven years after disbursement
> The Company also has unutilized committed
credit facilities of USD 2.0 billion available,
maturing in 2014.
Return on capital employed
Percent
Debt maturity
SEK billion
11.3
11.3
9.6
6.7
4.3
12
10
8
6
4
2
0
7
6
5
4
3
2
1
0
4.0
2.7
1.9
2.0
1.0
4.3
Current liabilities
Provisions increased to SEK 8.4 (6.0) billion.
SEK 1.2 (1.3) billion were related to restructuring.
The cash outlays of provisions were SEK 3.5
(6.0) billion. The higher amount of provisions is
due to a provision of SEK 3.3 billion related to
ST-Ericsson. Provisions will fluctuate over time,
depending on business mix, market mix and
technology shifts.
Payable days decreased to 57 (62) days,
reflecting the high level of network rollout where
suppliers normally have shorter payment days.
The target of payable days of more than 60 days
was not met.
Credit ratings at “solid investment grade”
Moody’s rate Ericsson A3 with a stable outlook
and Standard & Poor’s at BBB+ with stable
outlook. The rating remained unchanged in
2012. In beginning of 2013 both rating institutes
changed their outlook to negative.
Off-balance sheet arrangements
There are currently no material off-balance sheet
arrangements that have, or would be reasonably
likely to have, a current or anticipated effect on
the Company’s financial condition, revenues,
expenses, result of operations, liquidity, capital
expenditures or capital resources.
6.4
1.1
0.6
0.6
2008 2009 2010 2011 2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
Notes & bonds
Financial Leases
European Investment Bank
Nordic Investment Bank
Loan from the Swedish Export Credit Corporation guaranteed by the Swedish Export Credit Guarantee Board
Loan from the Swedish Export Credit Corporation
33
Ericsson | Annual Report 2012OUR BUSINESSRESULTSCORPORATE GOVERNANCESHAREHOLDERSOTHER INFORMATION Board of Directors’ Report
BOARD OF DIRECTORS’ REPORT
CONTINUED
Cash flow
Cash flow (abbreviated) January 1 – December 31
SEK billion
Net income
Income reconciled to cash
Changes in operating net assets
Cash flow from operating activities
Cash flow from investing activities
of which capital expenditures, sales of PP&E, product development
of which acquisitions/divestments, net
of which short-term investments for cash management purposes and other investing activities
Cash flow before financing activities
Cash flow from financing activities
Cash conversion (Cash flow from operating activities divided by income reconciled to cash)
Gross cash (Cash, cash equivalents and short-term investments)
Net cash (Gross cash less interest-bearing liabilities and post-employment benefits)
1) Including loan to ST-Ericsson of SEK 2.8 billion.
Cash conversion
Cash conversion was 116% (40%), above the
target of 70%. Cash conversion in 2012 was
positively impacted by lower working capital.
Cash flow from operating activities
The operating cash flow was positively
impacted by reduced working capital.
Cash flow from investing activities
Cash outlays for regular investing activities
increased to SEK –6.5 (–6.1) billion. Acquisitions
and divestments during the year were net SEK
–2.1 (–3.1) billion, with the major item being the
USD 1.15 billion acquisition of Telcordia and the
divestment of Sony Ericsson.
Cash flow from short-term investments for
cash management purposes and other investing
activities was net SEK 3.7 (13.8) billion, mainly
attributable to changes between short-term
investments and cash and cash equivalents.
Capital expenditures
Annual capital expenditures are normally
around 2% of sales. This corresponds to
the needs for keeping and maintaining the
current capacity level, including the introduction
of new technology and methods. Expenditures
are largely related to test equipment in R&D
units and network operations centers as well
as manufacturing and repair operations.
Cash conversion
Percent
117
112
116
40
92
70
140
120
100
80
60
40
20
0
2008 2009 2010 2011 2012
Cash conversion
Target
Cash flow from
operating activities
SEK billion
30
25
20
15
10
5
0
26.6
24.0
24.5
22.0
10.0
2008 2009 2010 2011 2012
34
2012
5.9
19.0
3.0
22.0
–4.9
–6.5
–2.1
3.7
17.1
–9.4
116%
76.7
38.5
2011
12.6
25.2
–15.2
10.0
4.5
–6.1
–3.1
13.8
14.5
–6.5
40%
80.5 1)
39.5
2010
11.2
23.7
2.9
26.6
–12.5
–5.2
–2.8
–4.5
14.0
–5.7
112%
87.2
51.3
The Board of Directors reviews the
Company’s investment plans and proposals.
The Company believes it has sufficient cash
and cash generation capacity to fund expected
capital expenditures without external
borrowings in 2013.
We believe that the Company’s property,
plant and equipment and the facilities the
Company occupies are suitable for its present
needs in most locations. As of December 31,
2012, no material land, buildings, machinery
or equipment were pledged as collateral for
outstanding indebtedness.
Capital expenditures 2008–2012
SEK billion
2012
2011
2010
2009
2008
Capital
expenditures
of which in
Sweden
Share of
annual sales
5.4
1.3
5.0
1.7
3.7
1.4
4.0
1.3
4.1
1.6
2.4% 2.2% 1.8% 1.9% 2.0%
Cash flow from financing activities
Cash flow from financing activities was SEK –9.4
(–6.5) billion, mainly impacted by dividend paid of
SEK –8.6 (–7.5) billion. Other financing activities
net amounted to SEK –0.8 (1.0) billion. However,
substantial refinancing activities were performed
during 2012 to extend the average debt maturity
profile and to further diversify funding sources.
For more information see section “Non-Current
Liabilities”, on previous page.
Ericsson | Annual Report 2012Results
Gross cash and net cash
The change in gross cash of SEK 3.8 billion is
related to ST-Ericsson where loans of SEK 5.0
billion were converted into investments. The net
income reconciled to cash was SEK 19.0 (25.2)
billion. Net operating assets was SEK 3.0 (–15.2)
billion and investing activities SEK –14.7 (–9.9)
billion. Dividends to shareholders amounted to
SEK –8.6 (–7.5) billion. This resulted in a
decrease in net cash of SEK 1.0 billion.
Cash held in countries with
exchange controls
The Company holds cash or cash equivalents
in countries where exchange controls or legal
restrictions apply. These restrictions normally
refer to approval procedures prior to cross-
border cash transfers. The amount of cash and
cash equivalents in such countries is SEK 10.6
(13.9) billion, of which SEK 9.2 (12.8) billion can
be used for repayment of external and internal
liabilities as well as other operating needs.
Therefore, net cash and cash equivalents that
are not readily available for use by the Group
is SEK 1.4 (1.1) billion.
Change in gross cash
SEK billion
Operating cash flow
22.0
Investing activities*
–14.7
Financing activities
–9.4
FX on cash
–1.8
19.0
4.2
–1.2
–5.4
–9.3
–8.6
–0.8
–1.8
76.7
Change in Gross Cash SEK –3.8 Billion
120
110
100
90
80
70
60
50
40
80.5
Gross cash
opening
balance
Net income
reconciled
to cash
Change net
operating
assets excl
restructuring
Restruct-
uring
Capex
Dividend
Acquisitions,
divestments
and other
Other
financing
activities
FX on cash
Gross cash
closing
balance
* As disclosed under Financial Terminology, Gross Cash is defined as cash, cash equivalents and short-term investments. Cash as presented in the
balance sheet and related notes includes cash, cash equivalents and short-term investments of a maturity less than three months. Due to different
treatment of cash in the above table and related foreign currency impact, the amounts differ from those in other presentations of cash flows.
Business results – Regions
Sales per region and segment 2012 and percent change from 2011
SEK billion
North America
Latin America
Northern Europe and Central Asia
Western and Central Europe
Mediterranean
Middle East
Sub-Saharan Africa
India
North East Asia
South East Asia and Oceania
Other 1)
Total
Networks
Global Services
Support Solutions
2012
30.5
9.8
6.3
6.2
9.5
6.8
6.4
3.5
22.4
8.0
7.9
117.3
Percent
change
6%
–15%
–35%
–21%
–11%
–9%
10%
–42%
–19%
6%
–14%
–11%
2012
23.5
10.6
4.5
10.6
13.0
7.3
3.9
2.5
13.3
6.6
1.2
97.0
Percent
change
2012
Percent
change
27%
12%
–10%
3%
10%
7%
14%
–22%
34%
18%
–844%
16%
2.7
1.6
0.5
0.7
0.8
1.5
1.0
0.5
0.5
0.5
3.1
13.5
103%
65%
–6%
–27%
–42%
24%
16%
–14%
0%
–29%
90%
26%
Total
2012
56.8
22.0
11.3
17.5
23.3
15.6
11.3
6.5
36.2
15.1
12.3
227.8
Percent
change
16%
0%
–25%
–8%
–2%
1%
12%
–34%
–5%
9%
15%
0%
Share of total
51%
1) Region “Other” includes licensing revenues, sales of cables, broadcast services, power modules and other businesses. In the regional dimension, all of the Telcordia sales are reported in the Support
Solutions segment except for North America where it is split 50/50 between Global Services and Support Solutions. The acquired Technicolor Broadcast Service Division is reported in region “Other”.
Multimedia brokering (IPX) was previously reported in each region in segment Support Solutions. For the first three quarters 2012 it was part of region “Other”. Multimedia brokering (IPX) was divested
end of Sept. 2012.
100%
43%
6%
35
Ericsson | Annual Report 2012OUR BUSINESSRESULTSCORPORATE GOVERNANCESHAREHOLDERSOTHER INFORMATION Board of Directors’ Report Results
Networks sales
SEK billion
132.4
112.7
117.3
140
120
100
80
60
40
20
0
2010
2011
2012
Networks profitability
Percent
16
15
13
11
9
6
20
16
12
8
4
0
EBITA 1)
margin
Operating
margin
2010
2011
2012
1) EBITA – Earnings before interest, tax,
amortizations and write-downs of
acquired intangibles
Global Services sales
SEK billion
100
80
60
40
20
0
67.1
58.8
25.1
30.0
58.5
21.6
2010
2011
2012
Professional services
Network rollout
36
BOARD OF DIRECTORS’ REPORT
CONTINUED
Business results – Segments
Networks
Sales
Sales were SEK 117.3 (132.4) billion following a
strong 2011. Organic and adjusted for foreign
currency change effect, sales declined –12%.
The decline is primarily related to lower sales
in China, Russia, India and South Korea.
North America grew despite the –40% decline
in CDMA equipment sales. The IP portfolio
developed favorably, especially packet
core products.
The decline in sales of CDMA equipment
was expected. Sales of CDMA equipment
amounted to SEK 8.4 (14.0) billion.
In CDMA, the priority has been to support
customers’ migration to Ericsson’s LTE solution
and excel in life-cycle management. Ericsson is
today a key supplier to all four major operators
in North America.
Profitability
Operating margin decreased due to lower
sales as well as negative impact from a
business mix with more coverage than capacity
projects. In addition, modernization projects in
Europe impacted profitability negatively.
Business in 2012
In 2012, Ericsson maintained its share of
global installed base of radio base stations
of close to 40%, which is almost the size
of number two and three combined.
For the key market areas the Company
addresses: Radio, IP and Transport as well
as Core, preliminary market data indicates
that the combined market share was 24%,
down from 27% in 2011. The decline is due to
a lower market share in the mobile network
equipment market; from 38% in 2011 to 35%
in 2012, negatively impacted by the technology
shift in China, where investments are moving
from GSM to other technology areas where
Ericsson has limited presence.
Operators’ focus on improving network
performance and on service differentiation
has been a main driver for mobile broadband
investments throughout the year.
In 2012, AIR, the world’s first commercially
deployed antenna-integrated radio and part of
the RBS 6000 family, met accelerating demand.
AIR provides enhanced radio performance and
ease of deployment.
Ericsson | Annual Report 2012
After the initial large-scale LTE rollouts in the
US, Korea and Japan, Ericsson is now starting
to see other countries following. Late 2012, Latin
America started LTE rollouts and after executing
awarded contracts Ericsson will have a strong
LTE footprint in Latin America, substantially
higher than its 3G market share in the region.
Up until the end of 2011, Ericsson had won a
total of 38 contracts for LTE on five continents.
At the end of 2012, Ericsson had won
more than 120 contracts for LTE on six
continents. More than 60 LTE networks were
in commercial use.
Ericsson´s global market share for LTE
was twice as big as the largest competitor,
measured in shipments for full year 2012
In 2012, Ericsson put the world’s first
converged multi-standard radio base station
for LTE FDD/TDD into commercial operation.
The demand for IMS is increasing as
operators are preparing to launch Voice
over LTE (VoLTE). Ericsson has a number
of contracts for VoLTE.
The demand for circuit-switched core
will continue to decline.
During the year, the Smart Services
Router (SSR) gained good traction and
39 contracts were signed.
Competitors
In the Networks segment, Ericsson
competes mainly with telecommunication
equipment suppliers such as Alcatel-Lucent,
Cisco, Huawei, Juniper, Nokia Siemens
Networks, Samsung and ZTE. The Company
also competes with local and regional
manufacturers and providers of
telecommunications equipment.
Global Services
Two subareas are reported in Global Services:
Professional Services and Network Rollout.
Professional Services includes Managed
services, Customer Support as well as
Consulting and Systems Integration.
Sales
Sales were SEK 97.0 (83.9) billion. Organic and
adjusted for foreign currency change effect,
sales increased 12%.
The growth in Professional Services is
mainly related to continued good momentum
in Managed Services as well as in Consulting
and Systems Integration. Operators continue
to focus on increasing operational efficiency
Global Services profitability
Percent
EBITA 1) margin
14
15
12
9
7
7
8
7
6
Operating margin
13
14
11
1
–8
–9
0
–8
–10
20
15
10
5
0
-5
–10
–15
Global
Services
Professional
Services
Network
Rollout
Global
Services
Professional
Services
Network
Rollout
2010
2011
2012
1) EBITA – Earnings before interest, tax, amortizations and write-downs of acquired intangibles
Support Solutions sales
SEK billion
13.5
10.5
10.6
15
12
9
6
3
0
2010
2011
2012
Support Solutions profitability
Percent
15
10
5
0
–5
–10
14
9
2
1
–4
–5
EBITA 1)
margin
Operating
margin
2010
2011
2012
1) EBITA – Earnings before interest, tax,
amortizations and write-downs of
acquired intangibles
and reducing operating expenses through
transformation activities in the voice, IP and
OSS and BSS domains which drive demand
for managed services and consulting and
systems integration. More than 60% of
Professional Services sales were recurrent.
The increase in Network Rollout is related
to major activities in North East Asia, North
America and Europe reflecting the high
coverage project activity.
Profitability
Global Services’ operating margin development
was stable, despite the continued loss in
Network Rollout, due to continued efficiency
gains and higher sales in Professional Services.
Professional Services has over the past years
shown an operating margin of 11–14%. Network
Rollout is a low-margin business due to its high
level of third-party suppliers for services such as
civil works. The losses in 2012 are mainly a
consequence of network modernization projects
in Europe.
Restructuring charges from continuous
transformation of the service delivery organization
is a natural part of the services business.
Business in 2012
Market demand for services continued
to grow in both subareas. Ericsson also
strengthened its capabilities to address new
markets and customers in areas such as IT
Managed Services and Broadcast Services.
The Company’s capability to deliver services
remotely from the four global services centers
expanded with the establishment of two new
global network operation centers in Asia and
Latin America.
The telecom services market is highly
fragmented with a few global, but many local
suppliers. In telecoms services, internal market
data indicates that the Company reached a
market share of 13% and is larger than any
of its competitors in this fragmented market.
During 2012, 52 (70) managed services
contracts were signed of which 19 (32) were
expansions or extensions. In 2012, 24 (34)
significant consulting and systems integration
contracts were signed. At year end, there were
approximately 950 (900) million subscribers in
networks managed by Ericsson. Approximately
550 (500) million subscribers were in network
operations contracts.
The number of services professionals
also increased during the year from 56,000
end of 2011 to 60,000 end of 2012. The strategy
to industrialize the service delivery continues
and the capability of remote delivery has now
reached a level of 23% in 2012 compared with
17% in 2011. This increases capacity and
provides economies of scale.
Competitors
Competition in services includes the traditional
telecommunication equipment suppliers.
The Company also competes with companies
such as Accenture, HP, IBM, Oracle, Tata
Consultancy Services and Tech Mahindra.
Among the competition is also a large number
of smaller but specialized companies operating
on a local or regional basis.
Support Solutions
Sales
Sales were SEK 13.5 (10.6) billion. Organic
and adjusted for foreign currency change
effect, sales increased 9%. Sales development
was good in all four strategic focus areas,
i.e. OSS, BSS, TV and Media Management
and M-Commerce.
The acquired Telcordia operation added sales
of SEK 2.1 billion, representing 50% of Telcordias
total sales. The divested Multimedia brokering
business (IPX) contributed with sales of SEK
1.2 billion for the first nine months of the year.
Profitability
Increased sales and execution on the new
strategy, as well as portfolio streamlining and
efficiency improvement, generated a higher
operating margin. The divestment of IPX
generated a capital gain of SEK 0.2 billion.
Business in 2012
The segment changed name in 2012 from
Multimedia to Support Solutions following a
change of strategy. Focus is now on OSS and
BSS solutions, TV and Media management
and M-Commerce.
Ericsson has a leading position in both
OSS and BSS.
In BSS, Ericsson has 280 charging and
billing installations which at year end served
two billion subscriptions. Ericsson’s market
share in prepaid is 31%.
37
Ericsson | Annual Report 2012OUR BUSINESSRESULTSCORPORATE GOVERNANCESHAREHOLDERSOTHER INFORMATION Board of Directors’ Report
BOARD OF DIRECTORS’ REPORT
CONTINUED
Ericsson continues to believe that
the modem technology, which it originally
contributed to the JV, has a strategic value
to the wireless industry.
Business and financial performance in 2012
Early 2012, ST-Ericsson set a new strategic
direction aiming at lowering its break-even point
and introducing new technologies as well as
developing competitive system solutions either
directly or with partners.
During 2012, ST-Ericsson reached key
maturity milestones with its advanced LTE
modem. That is tested with customers and
is anticipated to be commercialized in 2013.
The NovaThor ModAp is the world’s fastest
integrated LTE modem and application
processor platform. The ModAp delivers
industry-leading performance while improving
battery life.
ST-Ericsson sales in 2012 decreased –18%
to USD 1.4 (1.7) billion. The operating loss for
the year, adjusted for restructuring charges,
was USD –0.8 (–0.7) billion. Adjustments for
IFRS compliance mainly consist of capitalization
of R&D expenses for hardware development.
ST-Ericsson’s net financial position was
USD 37 (–798) million at year-end, reflecting the
cancellation of the parents’ loan facility.
Ericsson’s share in ST-Ericsson’s income before
taxes, adjusted to IFRS, was SEK –11.7 (–2.7)
billion including the non-cash charge of SEK
8.0 billion.
The JV Sony Ericsson
In February 2012, Ericsson announced the
completion of the divestment of its 50% stake
in Sony Ericsson Mobile Communications to
Sony. The agreed cash consideration for the
transaction was EUR 1.05 billion. The deal
includes a broad IPR cross-licensing agreement.
Sony Ericsson was consolidated until December
31, 2011, according to the equity method.
The divestment resulted in a gain of
SEK 7.7 billion and a positive cash flow effect
of SEK 9.1 billion.
In the media market, Ericsson is number
one in broadcast video contribution, distribution
and satellite direct-to-home. Customers include
BSkyB, Chunghwa Telecom, Telekom A1,
DirecTV, EBU and ESPN.
In M-Commerce, Ericsson is offering a
mobile wallet platform and hosted services
for interoperability between mobile and
financial services. In 2012, the Company
signed agreements for wallet payments
with Western Union and MTN.
Competitors
The markets for BSS, OSS, TV and Media
management and M-Commerce are
fragmented with many local players.
Competitors vary depending on the solution
being offered. In the OSS and BSS market,
they include many of the traditional
telecommunication equipment suppliers
as well as IT suppliers, such as Amdocs,
Comverse and Oracle. Competition in the
TV business includes Harmonic and Harris.
Competition in M-Commerce includes
Comviva, Sybase, Infosys and Gemalto.
The JV ST-Ericsson
ST-Ericsson is a 50/50 joint venture between
STMicroelectronics and Ericsson, established
in 2009. The Ericsson share of ST-Ericsson’s
results is accounted for according to the equity
method. ST-Ericsson’s main competitor is
Qualcomm.
In December 2012, STMicroelectronics
announced its intention to exit as a shareholder
in ST-Ericsson. On the same day, Ericsson
announced that it will continue to work together
with STMicroelectronics to find a suitable
strategic solution for ST-Ericsson. In December,
Ericsson also stated that it will not acquire the
full majority of ST-Ericsson and that the
Company intends to write down investments
and make a provision related to its 50% stake
in ST-Ericsson.
This resulted in a non-cash charge of SEK
8.0 billion in 2012. The charge includes write-
down of SEK 4.7 billion of investments to reflect
the current best estimate of Ericsson’s share of
the fair market value of the joint venture. The
charge also includes a provision of SEK 3.3
billion related to the available strategic options
at hand for the future of the ST-Ericsson assets.
As of year-end 2012, there are no more
investments related to ST-Ericsson on
Ericsson’s balance sheet.
ST-Ericsson net sales and
adjusted operating income
USD million
2,524
2,293
3,000
2,500
2,000
1,500
1,000
500
0
–500
–1,000
–369
–436
1,650
1,351
–732
–814
2009
2010
2011
2012
Net sales
Operating income adjusted for
amortization of acquired intangibles
and restructuring charges
All numbers in accordance with
reported adjusted US GAAP numbers
38
Ericsson | Annual Report 2012Results
Corporate Governance
In accordance with the Annual Accounts Act
((SFS 1995:1554), Chapter 6, Sections 6 and 8)
and the Swedish Corporate Governance Code
(the “Code”), a separate Corporate Governance
Report, including an Internal Control section,
has been prepared. It is attached to this
Annual Report.
Continued compliance with the Swedish
Corporate Governance Code
Ericsson applies the Code and is committed
to complying with best-practice corporate
governance standards on a global level
wherever possible. In 2012, Ericsson did
not report any deviations from the Code.
High ethical standards
Ericsson’s Code of Business Ethics summarizes
the Group’s basic policies and directives
governing its relationships internally, with its
stakeholders and with others. It also sets out
how the Group works to achieve and maintain
its high ethical standards. There have been no
amendments or waivers to Ericsson’s Code of
Business Ethics for any Director, member of
management or other employee.
Board of Directors 2012/2013
The Annual General Meeting held on May 3,
2012, re-elected Leif Johansson Chairman of
the Board. Roxanne S. Austin, Sir Peter L.
Bonfield, Börje Ekholm, Ulf J. Johansson,
Sverker Martin-Löf, Nancy McKinstry, Anders
Nyrén, Hans Vestberg, Michelangelo Volpi and
Jacob Wallenberg were re-elected and
Alexander Izosimov was elected new member
of the Board. Pehr Claesson, Kristina Davidsson
and Karin Åberg were appointed employee
representatives by the unions, with Rickard
Fredriksson, Karin Lennartsson and Roger
Svensson as deputies.
Management
Hans Vestberg has been President and CEO
of the Group since January 1, 2010. The
President and CEO is supported by the Group
management, consisting of the Executive
Leadership Team (ELT). During 2012, the ELT
consisted of the President and CEO, the heads
of Group functions, the heads of business units
and two of the heads of Ericsson’s regions.
A management system is in place to ensure
that the business is well controlled and has the
ability to fulfill the objectives of major
stakeholders within established risk limits.
The system also monitors internal control and
compliance with applicable laws, listing
requirements and governance codes.
Remuneration
Fees to the members of the Board of Directors
and the remuneration to Group management,
as well as the 2012 Guidelines for remuneration
to Group Management, are reported in Notes
to the consolidated financial statements – Note
C28, “Information regarding members of the
Board of Directors, the Group management
and employees”.
As of December 31, 2012, there were no
loans outstanding from and no guarantees
issued to or assumed by Ericsson for the
benefit of any member of the Board of Directors
or senior management.
The Board of Directors’ proposal for guidelines
for remuneration to Group management
The Board of Directors proposes the following
guidelines for remuneration to Group
management, consisting of the Executive
Leadership Team, for the period up to the
Annual General Meeting (AGM) 2014. Compared
to the guidelines resolved by the AGM 2012,
these guidelines have been amended to enable
consecutive time-limited arrangements
according to the third item in the list below.
Information on estimated costs for variable
remuneration has been removed from the
guidelines and is instead appended to the
AGM 2013 proposal.
Guidelines for remuneration to Group
Management:
For Group Management consisting of the
Executive Leadership Team, including the
President and CEO, total remuneration consists
of fixed salary, short- and long-term variable
remuneration, pension and other benefits.
The following guidelines apply for the
remuneration to the Executive Leadership Team:
> Variable remuneration is through cash and
stock-based programs awarded against
specific business targets derived from the
long-term business plan approved by the
Board of Directors. Targets may include
financial targets at either Group or unit level,
operational targets, employee engagement
targets and customer satisfaction targets
> All benefits, including pension benefits,
follow the competitive practice in the home
country taking total compensation into
account. The retirement age is normally
60 to 65 years of age
> By way of exception, additional arrangements
can be made when deemed necessary.
An additional arrangement can be renewed
but each such arrangement shall be limited
in time and shall not exceed a period of 36
months and twice the remuneration that the
individual concerned would have received
had no additional arrangement been made
> The mutual notice period may be no more
than six months. Upon termination of
employment by the Company, severance
pay amounting to a maximum of 18 months
39
Ericsson | Annual Report 2012OUR BUSINESSRESULTSCORPORATE GOVERNANCESHAREHOLDERSOTHER INFORMATION Board of Directors’ Report BOARD OF DIRECTORS’ REPORT
CONTINUED
fixed salary is paid. Notice of termination
given by the employee due to significant
structural changes, or other events that in
a determining manner affect the content
of work or the condition for the position,
is equated with notice of termination served
by the Company.
Material Contracts
Material contractual obligations are outlined in
Note C31, “Contractual obligations.” These were
entered into in the ordinary course of business
and were primarily related to operating leases
for office and production facilities, purchase
contracts for outsourced manufacturing, R&D
and IT operations, and the purchase of
components for the Company’s own
manufacturing.
Ericsson is party to certain agreements,
which include provisions that may take effect
or be altered or invalidated by a change in
control of the Company as a result of a public
takeover offer. However, none of the agreements
currently in effect would entail any material
consequence to Ericsson due to a change in
control of the Company.
Risk Management
Risks are defined in both short-term and
long-term perspective. They are categorized
into industry and market risks, commercial risks,
operational risks and compliance risks.
Ericsson’s risk management is based on the
following principles, which apply universally
across all business activities and risk types:
> Risk management is an integrated part of
the Ericsson Group Management System
> Each operational unit is accountable for
owning and managing its risks according
to policies, directives and process tools.
Decisions are made or escalated according
to defined delegation of authority. Financial
risks are coordinated through Group
Function Finance
> Risks are dealt with during the strategy
process, annual planning and target setting,
continuous monitoring through monthly and
quarterly steering group meetings and during
operational processes (customer projects,
customer bid/contract, acquisition,
investment and product development
projects). They are subject to various controls
such as decision tollgates and approvals.
At least twice a year, in connection with
the approval of strategy and targets, risks
are reviewed by the Board of Directors.
A central security unit coordinates
management of certain risks, such as business
interruption, information security and physical
security. The Crisis Management Council deals
with events of a serious nature.
For information on risks that could impact
the fulfillment of targets and form the basis for
mitigating activities, see the other sections of
the Board of Directors’ report, Notes C2,
“Critical accounting estimates and judgments”,
C14, “Trade receivables and customer finance”,
C19, “Interest-bearing liabilities”, C20, “Financial
risk management and financial instruments” and
the chapter Risk factors.
Sourcing and Supply
Ericsson’s hardware largely consists of
electronics. For manufacturing, the Company
purchases customized and standardized
components and services from several global
providers as well as from local and regional
suppliers. Certain types of components,
such as power modules and cables, are
produced in-house.
The production of electronic modules and
sub-assemblies is mostly outsourced to
manufacturing services companies, of which
the vast majority are in low-cost countries.
Production of radio base stations is largely
done in-house and on-demand. This consists
of assembling and testing modules and
integrating them into complete units. Final
assembly and testing are concentrated to a
few sites. Ericsson has 16 manufacturing sites
in Brazil, China, Estonia, India, Italy, Mexico
and Sweden.
A number of suppliers design and
manufacture highly specialized and customized
components. The Company generally attempts
to negotiate global supply agreements with its
primary suppliers. Ericsson’s suppliers are
required to comply with the Code of Conduct.
Where possible, Ericsson relies on alternative
supply sources and seeks to avoid single source
supply situations. A need to switch to an
alternative supplier may require allocation of
additional resources. This process could take
some time to complete.
40
Ericsson | Annual Report 2012Results Ericsson life-cycle
assessment – carbon
footprint 2012
Mtonnes CO2e
Variations in market prices for raw materials
generally have a limited effect on total cost of
goods sold. For more information, see chapter
Risk Factors.
~26
Sustainability and Corporate
Responsibility
30
25
20
15
10
5
0
–5
~3
0.9
~4
~–0.3
Activities in 2012
Supply chain
Ericsson own activities
Future (lifetime) operation
of products delivered in 2012
Operator activities
Products in operation
End-of-life treatment
Carbon intensity – Ericsson
own activities
3
2
1
2.8
2.4
2.4
1.8
1.6
1.5
2.5
2.2
1.8
2.2
1.8
1.8
2.6
2.3
1.4
2008 2009 2010 2011 2012
Facilities: Tonnes CO2e/employee
Transports: Tonnes CO2e/
tonne products
Travel: Tonnes CO2e/employee
The Company has implemented strong social,
environmental and ethical standards supporting
value creation and risk management. This
commitment generates positive business
impacts, which in turn benefit society.
Ericsson’s approach to Sustainability and
Corporate Responsibility (CR) is integrated into
its core business operations throughout its
value chain. The Board of Directors considers
these aspects in governance decision-making.
Group policies and directives ensure
consistency across global operations.
Ericsson publishes an annual Sustainability
and Corporate Responsibility Report, which
provides additional information.
Responsible business practices
Since 2000, Ericsson has actively supported
the UN Global Compact, and endorses its ten
principles regarding human and labor rights,
anti-corruption and environmental protection.
The Ericsson Group Management System
(EGMS) includes a Code of Business Ethics and
a Code of Conduct (CoC), among other policies
which reflect responsible business practices.
Promotion of these practices is reinforced by
employee awareness training, workshops and
monitoring, including a global assessment
plan run by an external assurance provider.
In 2012, Ericsson has continued to develop
its anti-corruption program and expanded its
whistleblower procedure.
Human rights
In 2012, the Company updated its Code
of Business Ethics to reflect the ongoing
commitment to respect human rights, and
the UN Guiding Principles on Business and
Human Rights. Ericsson has worked actively
to strengthen its internal governance processes
including the Sales Compliance Board, which
also considers potential negative human rights
impacts in its decisions. The Company joined
the Shift Business Learning Program to support
human rights risk analysis capabilities.
Ericsson is part of the Burma (Myanmar)
Human Rights and Business Framework, led
by the Institute for Human Rights and Business
and the Danish Human Rights Institute. Together
with Deloitte, the Company launched a report,
“The Potential Economic Impact of Mobile
Communications in Myanmar,” which shows
the importance of mobile communications from
both GDP and job-creation perspectives.
Supplier Code of Conduct
Audits and Assessments
600
500
400
300
200
100
0
300
265
50
528
503
550
494
392
270
130
150
218
170
179
152
2008
2009
2010
2011
2012
Number of auditors
Number of audits
Number of assessments
Supply chain
Suppliers must comply with Ericsson’s CoC.
Approximately 170 employees, covering all
regions, are trained as supplier CoC auditors.
The Company uses a risk-based approach to
ensure that the high risk portfolio areas, and
highest risk markets, are targeted first. For
prioritized areas, Ericsson performs regular
audits and works with suppliers to ensure
measurable and continuous improvements.
Findings are followed up to ensure that
improvements are made. Training for suppliers
is available in 13 languages.
To effectively address the issue of conflict
minerals, including compliance with the US
Dodd-Frank Act and the disclosure rule
adopted by the U.S. Securities and Exchange
Commission (SEC), Ericsson takes active
measures in its sourcing and product
management processes. Ericsson also
participates in industry initiatives such as
The Extractives Workgroup on conflict
minerals, driven by the Global e-Sustainability
Initiative (GeSI).
Reducing environmental impact
Energy use of products in operation remains
the Company’s most significant environmental
impact. Ericsson works proactively with its
customers to encourage network and site
energy optimization, through innovative
products, software, solutions and advisory
services. Processes and controls are in place
to ensure compliance with relevant product-
related environmental, customer and regulatory
requirements. The Company works actively to
reduce its own environmental impact, with a
focus on Design for Environment, which
includes product energy efficiency and
materials management.
A five-year target which aims to reduce the
Ericsson carbon footprint intensity by 40% was
set in 2009 ( with a 2008 baseline). The target
comprises two focus areas: Ericsson’s own
activities and the life-cycle impacts of products
41
Ericsson | Annual Report 2012OUR BUSINESSRESULTSCORPORATE GOVERNANCESHAREHOLDERSOTHER INFORMATION Board of Directors’ Report
BOARD OF DIRECTORS’ REPORT
CONTINUED
in operation. In 2012, Ericsson exceeded the
annual 10% reduction target and, as a result,
the target has been achieved in four years
instead of five, with the following results:
> A 22% reduction in direct emission intensity
from own activities was achieved during
2012, including facilities energy use, product
transportation and business travel. This was
achieved by
− reducing absolute emissions from
business travel by 16%
− reducing absolute emissions from product
transportation by 12%
− decreasing facility energy consumption by
approximately 3%. while related emissions
increased by 13%
> A 16% reduction in indirect emission intensity
from life-cycle impacts of products in
operation was achieved in 2012.
Product take-back and recycling
Ericsson Ecology Management is a program
to take responsibility for products at the end
of their life and to treat them in an
environmentally preferable way. The program
also ensures that Ericsson fulfills its extended
producer responsibility and is offered to all
customers globally free of charge, not only
in markets where it is mandatory.
Radio waves and health
Ericsson employs rigid product testing and
installation procedures with the goal of ensuring
that radio wave exposure levels from Ericsson
products and network solutions are below
established safety limits. The Company provides
public information on radio waves and health,
and supports independent research to further
increase knowledge in this area. Since 1996,
Ericsson has cosponsored over 90 studies
related to electromagnetic fields and health.
Independent expert groups and public health
authorities, including the World Health
Organization, have reviewed the total amount
of research and have consistently concluded
that the balance of evidence does not
demonstrate any health effects associated
with radio wave exposure from either mobile
phones or radio base stations.
Ericsson has been cosponsoring the
Swedish part of the international COSMOS
study, which aims to carry out long-term
health monitoring of more than 200,000 people
to identify if there are any health issues linked
to long-term mobile phone use. To assure
scientific independence there is a firewall in
place between the industrial sponsors and
the researchers.
Climate change
Information and Communication Technology
(ICT) represents about 2% of global CO2
emissions, but can potentially offset 16% of the
remaining 98% from other industries, according
to GeSI’s SMARTer2020 report. The report also
shows that the abatement potential of ICT is
over seven times its own emissions. Ericsson
takes measures to ensure that its own carbon
footprint intensity is continuously reduced.
Ericsson’s sustainability strategy includes
focus on the role broadband can play in helping
to offset global CO2 emissions, 70% of which
are attributed to cities, according to UN-Habitat.
Ericsson works on sustainable city solutions
and is engaged in global climate policy.
Ericsson’s President and CEO Hans Vestberg
leads the Climate Change Working Group of the
Broadband Commission for Digital Development
which launched the report “The Broadband
Bridge: Linking ICT with climate action for a
low-carbon economy.”
Technology for Good
In 2011, Ericsson launched the Technology
for Good program, focused on applying the
Company’s expertise, global presence and
scale to find market-based solutions that
empower people, business and society to
help shape a more sustainable world. Mobile
connectivity fuels economic growth, which is
vital for billions of people living at the base of
the economic pyramid. Ericsson has used its
technology and competence to help achieve
the Millennium Development Goals (MDGs)
for more than a decade. Ericsson’s President
and CEO also joined the Leadership Council
of the Sustainable Development Solutions
Network, an initiative of the UN Secretary
General, to contribute to the post-2015
development agenda and the Sustainable
Development Goals. The Company engages
in many Technology for Good projects
globally, including Connect to Learn and
Ericsson Response™.
Reporting according to GRI 3.0
Full key performance data is available on the
Ericsson website and has achieved an A+ rating
according to the Global Reporting Initiative
(GRI). The performance data has been assured,
Carbon footprint
intensity target
Percent
100
80
60
40
20
0
8
0
0
2
9
0
0
2
0
1
0
2
1
1
0
2
Ericsson own activities
Products in operation
%
2
2
−
2
1
0
2
T
L
U
S
E
R
%
6
1
−
2
1
0
2
T
L
U
S
E
R
2
1
0
2
%
0
4
−
T
E
G
R
A
T
%
0
4
–
T
E
G
R
A
T
3
1
0
2
42
Ericsson | Annual Report 2012Results
and the application level has been checked by
a third party.
Legal Proceedings
On November 27, 2012, Ericsson filed two
patent infringement lawsuits in the US District
Court for the Eastern District of Texas against
Samsung. Ericsson seeks damages and an
injunction. Ericsson also asked the Court to
adjudge that Samsung breached its
commitment to license any standard-essential
patents it owns on fair, reasonable, and non-
discriminatory terms and to declare Samsung’s
allegedly standard essential patents to
be unenforceable.
On November 30, 2012, Ericsson filed a
complaint with the US International Trade
Commission, ITC, seeking an exclusion order
blocking Samsung from importing certain
products into the USA. The ITC instituted
an investigation of Ericsson’s complaint on
January 3, 2013.
On December 21, 2012, Samsung filed
a complaint with the US International Trade
Commission seeking an exclusion order
blocking Ericsson from importing certain
products into the USA. The ITC instituted
an investigation of Samsung’s complaint on
January 25, 2013.
On October 1, 2012, Wi-LAN Inc. filed a
complaint against Ericsson in the US District
Court of Southern Florida alleging that
Ericsson’s LTE products infringe three of
Wi-LAN’s US patents. The parties are presently
engaged in discovery. Ericsson was, on
October 4, 2010, sued by Wi-LAN in another
patent infringement law suit in the US District
Court for the Eastern District of Texas. Wi-LAN
alleged that Ericsson products, compliant with
the 3GPP standard. Infringe three US patents
assigned to Wi-LAN. A trial is scheduled for
April 2013.
In February 2012, Airvana Networks
Solutions Inc. sued Ericsson in the Supreme
Court of the State of New York, alleging that
Ericsson has violated key contract terms and
misappropriated Airvana trade secrets and
proprietary information. Airvana is seeking
damages of USD 330 million and to enjoin
Ericsson from developing, deploying or
commercializing Ericsson products allegedly
based on Airvana’s proprietary technology.
In April 2012, the Court heard Airvana’s request
for preliminary injunction. The motion for
preliminary injunction remains under
consideration by the Court. The parties are
presently engaged in further discovery.
In 2011, TruePosition sued Ericsson,
Qualcomm, Alcatel-Lucent, the European
Telecommunications Standards Institute (ETSI)
and the Third Generation Partnership Project
(3GPP) in the US District Court for the Eastern
District of Pennsylvania for purported federal
antitrust violations. The complaint alleged that
Ericsson , Qualcomm and Alcatel-Lucent
illegally conspired to block the adoption of
TruePosition’s proprietary technology into
the new mobile positioning standards for LTE,
while at the same time ensuring that their
own technology was included into the new
standards. In January 2012, the Court
dismissed the complaint on a “without
prejudice” basis. Following the dismissal,
TruePosition filed an amended complaint
in February 2012. The case is proceeding
to discovery.
In 2007, H3G S.p.A. (H3G) filed arbitral
proceedings in Italy against Ericsson. H3G
claims compensation from Ericsson for alleged
breach of contract. H3G claims approximately
EUR 475 million plus default interest. In addition
to denying the claim in substance, Ericsson
made a number of formal objections to the claim
and filed a motion for the case to be dismissed.
Ericsson’s formal objections were however
dismissed by the Arbitral Tribunal in a partial
award rendered in February 2012. The Tribunal
has appointed experts to render an opinion on
various substantive technical and financial
issues. The final report was rendered in
February 2013. The final arbitral award is
expected to be rendered at the end of 2013.
In addition to the proceedings discussed
above, the Company is, and in the future may
be, involved in various other lawsuits, claims
and proceedings incidental to the ordinary
course of business.
Parent Company
The Parent Company business consists
mainly of corporate management, holding
company functions and internal banking
activities. It also handles customer credit
management, performed on a commission
basis by Ericsson Credit AB.
The Parent Company has 6 (6) branch
offices. In total, the Group has 71 (70)
branch and representative offices.
Financial information
Income after financial items was SEK –4.9 (4.4)
billion. The Parent Company had no sales in
2012 or 2011 to subsidiaries, while 34% (31%)
of total purchases of goods and services were
from such companies.
Major changes in the Parent Company’s
financial position for the year included:
> Write-down of original investment in ST-
Ericsson of SEK 8.6 billion. This write-down
does not have any impact on Group level.
Another write-down was made including the
short-term credit facility to ST-Ericsson of
SEK 5.0 billion. and a provision of SEK 3.3
billion relating to the strategic options at hand
43
Ericsson | Annual Report 2012OUR BUSINESSRESULTSCORPORATE GOVERNANCESHAREHOLDERSOTHER INFORMATION Board of Directors’ Report BOARD OF DIRECTORS’ REPORT
CONTINUED
>
for ST-Ericsson assets. The total write-downs
and provision related to ST-Ericsson amount
to SEK 17.0 billion.
Increased current and non-current
receivables from subsidiaries of
SEK 7.2 billion.
Increased other current receivables of
SEK 1.7 billion
Increased cash, cash equivalents and
short-term investments of SEK 1.3 billion
Increased current and non-current liabilities
to subsidiaries of SEK 8.7 billion
> Decreased other current liabilities of
>
>
>
SEK 1.1 billion.
At year-end, cash, cash equivalents and
short-term investments amounted to
SEK 57.4 (56.1) billion.
Share information
As per December 31, 2012, the total number
of shares in issue was 3,305,051,735, of which
261,755,983 were Class A shares, each carrying
one vote, and 3,043,295,752 were Class B
shares, each carrying one tenth of one vote.
Both classes of shares have the same rights
of participation in the net assets and earnings.
The Annual General Meeting (AGM) 2012
resolved to issue 31.7 million Class C shares for
the Long-Term Variable Remuneration Program
(LTV). In accordance with an authorization from
the AGM, in the second quarter 2012, the Board
of Directors resolved to repurchase the new
issued shares, which were subsequently
converted into Class B shares. The quotient
value of the repurchased shares was SEK 5.00,
totaling SEK 158.5 million, representing less
than one percent of capital stock, and the
acquisition cost was approximately SEK
158.7 million.
The two largest shareholders at year-end
were Investor and Industrivärden holding
21.37% and 14.96% respectively of the voting
rights in the Parent Company.
In accordance with the conditions of the
Long-Term Variable Remuneration Program
(LTV) for Ericsson employees, 9,748,408
treasury shares were sold or distributed to
employees in 2012. The quotient value of
these shares was SEK 5.00, totaling SEK 48.7
million, representing less than 1% of capital
stock, and compensation received for shares
sold and distributed shares amounted to SEK
91.2 million.
44
The holding of treasury stock at December
31, 2012 was 84,798,095 Class B shares.
The quotient value of these shares is SEK 5.00,
totaling SEK 424.0 million, representing 2.6%
of capital stock, and the related acquisition cost
amounts to SEK 655.3 million.
Proposed disposition of earnings
The Board of Directors proposes that a dividend
of SEK 2.75 (2.50) per share be paid to
shareholders duly registered on the record date
April 12, 2013, and that the Parent Company shall
retain the remaining part of non-restricted equity.
The Class B treasury shares held by the
Parent Company are not entitled to receive
dividend. Assuming that no treasury shares
remain on the record date, the Board of
Directors proposes that earnings be distributed
as follows:
Amount to be paid
to the shareholders
Amount to be retained
by the Parent Company
Total non-restricted equity
of the Parent Company
SEK 9,088,892,271
SEK 16,535,096,753
SEK 25,623,989,024
As a basis for its dividend proposal, the
Board of Directors has made an assessment
in accordance with Chapter 18, Section 4 of
the Swedish Companies Act of the Parent
Company’s and the Group’s need for financial
resources as well as the Parent Company’s and
the Group’s liquidity, financial position in other
respects and long-term ability to meet their
commitments. The Group reports an equity
ratio of 50% (52%) and a net cash amount of
SEK 38.5 (39.5) billion
The Board of Directors has also considered
the Parent Company’s result and financial
position and the Group’s position in general.
In this respect, the Board of Directors has
taken into account known commitments that
may have an impact on the financial positions
of the Parent Company and its subsidiaries.
The proposed dividend does not limit the
Group’s ability to make investments or raise
funds, and it is the Board of Directors’
assessment that the proposed dividend is
well-balanced considering the nature, scope
and risks of the business activities as well
as the capital requirements for the Parent
Company and the Group in addition to
coming years’ business plans and
economic development.
Ericsson | Annual Report 2012Results Post-closing events
On January 10, 2013, Ericsson entered into
an agreement with Unwired Planet whereby
Ericsson will transfer 2,185 issued patents and
patent applications to Unwired Planet. Ericsson
will also contribute 100 additional patent assets
annually to Unwired Planet commencing in 2014
through 2018. Unwired Planet will compensate
Ericsson with certain ongoing rights in future
revenues generated from the enlarged patent
portfolio. Unwired Planet will also grant Ericsson
a license to its patent portfolio.
On January 21, 2013, Ericsson announced its
intention to acquire Devoteam Telecom & Media
operations in France. Devoteam has employees
in Europe, Middle East and Africa. The
acquisition is in line with Ericsson’s services
strategy to broaden its IT capabilities.
In early 2013 Standard & Poor’s changed
the credit rating from BBB+ outlook stable to
outlook negative and Moody’s changed the
credit rating from A3 with outlook stable to
outlook negative.
In January, 2013, ST-Ericsson was granted
a loan facility by their owners of USD 260 million.
Ericsson’s share of this credit facility is USD
130 million.
On January 10, 2013 Adaptix Inc. filed two
lawsuits against Ericsson, AT&T, AT&T Mobility
and MetroPCS Communications in the US
District Court for Eastern District of Texas
alleging that certain Ericsson products infringe
five US patents assigned to Adaptix. Adaptix
seeks damages and an injunction.
On January 25 Adaptix filed a complaint
with the US International Trade Commission
(ITC) against Ericsson, AT&T, AT&T Mobility
and MetroPCS Communications requesting
that the commission open a patent
infringement investigation of certain
Ericsson products and further on January
29 Adaptix filed a complaint with the Tokyo
District Court alleging certain Ericsson
products infringe two JP patents assigned
to Adaptix. Adaptix seeks damages and
an injunction.
Board Assurance
The Board of Directors and the President
declare that the consolidated financial
statements have been prepared in
accordance with IFRS, as adopted by the
EU, and give a fair view of the Group’s
financial position and results of operations.
The financial statements of the Parent
Company have been prepared in
accordance with generally accepted
accounting principles in Sweden and give a
fair view of the Parent Company’s financial
position and results of operations.
The Board of Directors’ Report for the
Ericsson Group and the Parent Company
provides a fair view of the development of
the Group’s and the Parent Company’s
operations, financial position and results of
operations and describes material risks and
uncertainties facing the Parent Company
and the companies included in the Group.
Stockholm, March 5, 2013
Telefonaktiebolaget LM Ericsson (publ)
Org. no. 556016-0680
Sverker Martin-Löf
Deputy Chairman
Leif Johansson
Chairman
Jacob Wallenberg
Deputy Chairman
Roxanne S. Austin
Member of the Board
Sir Peter L. Bonfield
Member of the Board
Börje Ekholm
Member of the Board
Alexander Izosimov
Member of the Board
Ulf J. Johansson
Member of the Board
Nancy McKinstry
Member of the Board
Anders Nyrén
Member of the Board
Hans Vestberg
President, CEO and Member of the Board
Michelangelo Volpi
Member of the Board
Pehr Claesson
Member of the Board
Kristina Davidsson
Member of the Board
Karin Åberg
Member of the Board
45
Ericsson | Annual Report 2012OUR BUSINESSRESULTSCORPORATE GOVERNANCESHAREHOLDERSOTHER INFORMATION Board of Directors’ Report Shaping
the cities of
the future
More than five million people each month move
from the countryside to the world’s cities. With
this growing trend of urbanization, cities will
increasingly need effective ICT strategies to meet
some of our great societal challenges, such
as healthcare, education, economic output,
city efficiency and environmental performance.
Ericsson is enabling this networked society
with efficient real-time solutions that allow us all
to study, work and live our lives more freely, in
sustainable societies around the world.
60%
By 2017, urban and metro areas will
generate 60% of all mobile traffic.
46
Ericsson | Annual Report 2012
CONSOLIDATED FINANCIAL
STATEMENTS with
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
R
e
s
u
l
t
s
Contents
Consolidated financial statements
Consolidated income statement and statement
of comprehensive income
Consolidated balance sheet
Consolidated statement of cash flows
Consolidated statement of changes in equity
Notes to the consolidated financial statements
C1 Significant accounting policies
C2 Critical accounting estimates and judgments
C3 Segment information
C4 Net sales
C5 Expenses by nature
C6 Other operating income and expenses
C7 Financial income and expenses
C8 Taxes
C9 Earnings per share
C10 Intangible assets
C11 Property, plant and equipment
C12 Financial assets, non-current
C13 Inventories
C14 Trade receivables and customer finance
C15 Other current receivables
C16 Equity and Other comprehensive income
C17 Post-employment benefits
C18 Provisions
C19 Interest-bearing liabilities
C20 Financial risk management and financial instruments
C21 Other current liabilities
C22 Trade payables
C23 Assets pledged as collateral
C24 Contingent liabilities
C25 Statement of cash flows
C26 Business combinations
C27 Leasing
C28 Information regarding members of the Board of Directors,
the Group management and employees
C29 Related party transactions
C30 Fees to auditors
C31 Contractual obligations
C32 Transfers of financial assets
C33 Events after the reporting period
48
49
50
51
52
60
62
65
65
65
66
66
67
68
70
71
72
73
75
75
79
84
85
86
89
89
89
90
90
91
93
94
99
100
100
100
100
Consolidated financial statements
Ericsson | Annual Report 2012
47
OUR BUSINESSCorporate governanceSHAREHOLDERSOTHER INFORMATION
results
CONSOLIDATED FINANCIAL
STATEMENTS
Consolidated income statement
January–December, SEK million
Net sales
Cost of sales
Gross income
Gross margin (%)
Research and development expenses
Selling and administrative expenses
Operating expenses
Other operating income and expenses
Operating income before shares in earnings
of joint ventures and associated companies
Operating margin before shares in earnings
of joint ventures and associated companies (%)
Share in earnings of joint ventures and associated companies
Operating income
C3, C12
Financial income
Financial expenses
Income after financial items
Taxes
Net income
Net income attributable to:
Stockholders of the Parent Company
Non-controlling interest
Other information
Average number of shares, basic (million)
Earnings per share attributable to stockholders of the Parent Company, basic (SEK) 1)
Earnings per share attributable to stockholders of the Parent Company, diluted (SEK) 1)
1) Based on Net income attributable to stockholders of the Parent Company.
Consolidated statement of comprehensive income
January–December, SEK million
Net income
Other comprehensive income
Actuarial gains and losses, and the effect of the asset ceiling,
related to pensions
Revaluation of other investments in shares and participations
Fair value remeasurement
Cash Flow hedges
Gains/losses arising during the period
Reclassification adjustments for gains/losses included in profit or loss
Adjustments for amounts transferred to initial carrying amount of hedged items
Changes in cumulative translation adjustments
Share of other comprehensive income of joint ventures and associated companies
Tax on items relating to components of Other comprehensive income
Total other comprehensive income
Total comprehensive income
Total Comprehensive Income attributable to:
Stockholders of the Parent Company
Non-controlling interest
48
Ericsson | Annual Report 2012
Notes
C3, C4
2012
2011
2010
227,779
–155,699
72,080
31.6%
–32,833
–26,023
–58,856
226,921
–147,200
79,721
35.1%
–32,638
–26,683
–59,321
203,348
–129,094
74,254
36.5%
–31,558
–27,072
–58,630
C6
8,965
1,278
2,003
22,189
21,678
17,627
9.7%
–11,731
10,458
1,708
–1,984
10,182
–4,244
5,938
5,775
163
3,216
1.80
1.78
9.6%
–3,778
17,900
2,882
–2,661
18,121
–5,552
12,569
12,194
375
3,206
3.80
3.77
8.7%
–1,172
16,455
1,047
–1,719
15,783
–4,548
11,235
11,146
89
3,197
3.49
3.46
C7
C7
C8
C9
C9
C9
Notes
2012
5,938
2011
12,569
2010
11,235
C16
C16
C16
C16
C16
C16
C16
C16
–451
–6,963
3,892
6
–
7
1,668
–568
92
–3,947
–486
–422
–4,108
1,830
1,716
114
996
–2,028
–
–964
–262
2,158
–7,063
5,506
5,081
425
966
–238
–136
–3,259
–434
–1,120
–322
10,913
10,814
99
Consolidated balance sheet
December 31, SEK million
Assets
Non-current assets
Intangible assets
Capitalized development expenses
Goodwill
Intellectual property rights, brands and other intangible assets
Notes
2012
2011
C10
3,840
30,404
15,202
3,523
27,438
13,083
R
e
s
u
l
t
s
Property, plant and equipment
C11, C26, C27
11,493
10,788
Financial assets
Equity in joint ventures and associated companies
Other investments in shares and participations
Customer finance, non-current
Other financial assets, non-current
Deferred tax assets
Current assets
Inventories
Trade receivables
Customer finance, current
Other current receivables
Short-term investments
Cash and cash equivalents
Total assets
Equity and liabilities
Equity
Stockholders’ equity
Non-controlling interest in equity of subsidiaries
Non-current liabilities
Post-employment benefits
Provisions, non-current
Deferred tax liabilities
Borrowings, non-current
Other non-current liabilities
Current liabilities
Provisions, current
Borrowings, current
Trade payables
Other current liabilities
Total equity and liabilities 1)
1) Of which interest-bearing liabilities and post-employment benefits SEK 38,170 (41,037) million.
C12
C12
C12
C12
C8
C13
C14
C14
C15
C20
C25
C16
C16
C17
C18
C8
C19, C20
C18
C19, C20
C22
C21
2,842
386
1,290
3,964
12,321
81,742
5,965
2,199
1,400
4,117
13,020
81,533
28,802
33,070
63,660
4,019
20,065
32,026
44,682
193,254
64,522
2,845
17,837
41,866
38,676
198,816
274,996
280,349
136,883
1,600
138,483
143,105
2,165
145,270
9,503
211
3,120
23,898
2,377
39,109
8,427
4,769
23,100
61,108
97,404
10,016
280
2,250
23,256
2,248
38,050
5,985
7,765
25,309
57,970
97,029
274,996
280,349
Consolidated financial statements
Ericsson | Annual Report 2012
49
OUR BUSINESSCorporate governanceSHAREHOLDERSOTHER INFORMATION
results
CONSOLIDATED FINANCIAL STATEMENTS
CONTINUED
Consolidated Statement of cash flows
January–December, SEK million
Operating activities
Net income
Adjustments to reconcile net income to cash
Changes in operating net assets
Inventories
Customer finance, current and non-current
Trade receivables
Trade payables
Provisions and post-employment benefits
Other operating assets and liabilities, net
Notes
2012
2011
2010
C25
5,938
13,077
19,015
2,752
–1,259
–1,103
–1,311
–1,920
5,857
3,016
12,569
12,613
25,182
–3,243
74
–1,700
–1,648
–5,695
–2,988
–15,200
11,235
12,490
23,725
–7,917
–2,125
4,406
5,964
–2,739
5,269
2,858
Cash flow from operating activities
22,031
9,982
26,583
Investing activities
Investments in property, plant and equipment
Sales of property, plant and equipment
Acquisitions of subsidiaries and other operations
Divestments of subsidiaries and other operations
Product development
Other investing activities
Short-term investments
Cash flow from investing activities
C11
C25, C26
C25, C26
C10
–5,429
568
–11,529 1)
9,452
–1,641
1,540
2,151
–4,888
–4,994
386
–3,181
53
–1,515
–900
14,692
4,541
–3,686
124
–3,286
454
–1,644
–1,487
–3,016
–12,541
Cash flow before financing activities
17,143
14,523
14,042
Financing activities
Proceeds from issuance of borrowings
Repayment of borrowings
Proceeds from stock issue
Sale/repurchase of own shares
Dividends paid
Other financing activities
Cash flow from financing activities
Effect of exchange rate changes on cash
Net change in cash
8,969
–9,670
159
–93
–8,632
–118
–9,385
2,076
–1,259
–
92
–7,455
52
–6,494
2,580
–1,449
–
51
–6,677
–175
–5,670
–1,752
–217
–306
6,006
7,812
8,066
Cash and cash equivalents, beginning of period
38,676
30,864
22,798
Cash and cash equivalents, end of period
C25
44,682
38,676
30,864
1) Includes payment of external loan of SEK -6.2 billion attributable to the acquisition of Telcordia.
50
Ericsson | Annual Report 2012
Consolidated Statement of Changes in Equity
January 1, 2012
Total comprehensive income
Transactions with owners
Stock issue
Sale/Repurchase of own shares
Stock Purchase Plans
Dividends paid
Transactions with non-controlling interest
December 31, 2012
January 1, 2011
Total comprehensive income
Transactions with owners
Sale of own shares
Stock Purchase Plans
Dividends paid
Transactions with non-controlling interest
December 31, 2011
January 1, 2010
Total comprehensive income
Transactions with owners
Sale of own shares
Stock Purchase Plans
Dividends paid
Transactions with non-controlling interest
December 31, 2010
Notes
C16
C16
C16
Capital
stock
Additional
paid in capital
Retained
earnings
Stockholders’
equity
Non-controlling
interest (NCI)
16,367
–
159
–
–
–
–
16,526
16,367
–
–
–
–
–
16,367
16,367
–
–
–
–
–
16,367
24,731
–
–
–
–
–
–
24,731
24,731
–
–
–
–
–
24,731
24,731
–
–
–
–
–
24,731
102,007
1,716
–
–93
405
–8,033
–376
95,626
104,008
5,081
92
413
–7,207
–380
102,007
98,772
10,814
52
762
–6,391
–
104,008
143,105
1,716
159
–93
405
–8,033
–376
136,883
145,106
5,081
92
413
–7,207
–380
143,105
139,870
10,814
52
762
–6,391
–
145,106
2,165
114
–
–
–
–599
–80
1,600
1,679
425
–
–
–248
309
2,165
1,157
99
–
–
–286
708
1,679
R
e
s
u
l
t
s
Total
equity
145,270
1,830
159
–93
405
–8,632
–456
138,483
146,785
5,506
92
413
–7,455
–71
145,270
141,027
10,913
52
762
–6,677
708
146,785
Consolidated financial statements
Ericsson | Annual Report 2012
51
OUR BUSINESSCorporate governanceSHAREHOLDERSOTHER INFORMATION results
Notes to the CONSOLIDATED
FINANCIAL STATEMENTS
C1
Significant Accounting Policies
Introduction
The consolidated financial statements comprise Telefonaktiebolaget
LM Ericsson, the Parent Company, and its subsidiaries (“the Company”)
and the Company’s interests in joint ventures and associated
companies. The Parent Company is domiciled in Sweden
at Torshamnsgatan 23, SE-164 83 Stockholm.
The consolidated financial statements for the year ended December
31, 2012, have been prepared in accordance with International
Financial Reporting Standards (IFRS) as endorsed by the EU and
RFR 1 “Additional rules for Group Accounting”, related interpretations
issued by the Swedish Financial Reporting Board (Rådet för finansiell
rapportering), and the Swedish Annual Accounts Act. For the financial
reporting of 2012, the Company has applied IFRS as issued by the
IASB (IFRS effective as per December 31, 2012) and without any early
application. There is no difference between IFRS effective as per
December 31, 2012, and IFRS as endorsed by the EU, nor is RFR 1
related interpretations issued by the Swedish Financial Reporting Board
(Rådet för Finansiell Rapportering) or the Swedish Annual Accounts Act
in conflict with IFRS, for all periods presented.
The financial statements were approved by the Board of Directors on
March 5, 2013. The balance sheets and income statements are subject
to approval by the Annual General Meeting of shareholders.
New standards, amendments of standards and interpretations,
effective as from January 1, 2012:
> Amendment to IAS 12, income taxes: deferred tax: recovery of
underlying assets
> Amendments to IFRS 7, Financial instruments Disclosures: Transfers
of Financial Assets.
None of the new or amended standards and interpretations have had
any significant impact on the financial result or position as well as
disclosure of the Company.
For information on “New standards and interpretations not yet
adopted”, refer to the end of this Note.
Basis of presentation
The financial statements are presented in millions of Swedish Krona
(SEK). They are prepared on a historical cost basis, except for certain
financial assets and liabilities that are stated at fair value: derivative
financial instruments, financial instruments held for trading, financial
instruments classified as available-for-sale and plan assets related to
defined benefit pension plans.
Basis of consolidation
The consolidated financial statements are prepared in accordance
with the purchase method. Accordingly, consolidated stockholders’
equity includes equity in subsidiaries, joint ventures and associated
companies earned only after their acquisition.
Subsidiaries are all companies in which Ericsson has an ownership
interest, directly or indirectly, including effective potential voting rights,
has the power to govern the financial and operating policies generally
associated with ownership of more than one half of the voting rights or
in which Ericsson by agreement has control. The financial statements of
subsidiaries are included in the consolidated financial statements from
52
Ericsson | Annual Report 2012
the date that control commences until the date that control ceases.
Intra-group balances and any unrealized income and expense
arising from intra-group transactions are fully eliminated in preparing the
consolidated financial statements. Unrealized losses are eliminated in
the same way as unrealized gains, but only to the extent that there is no
evidence of impairment.
Business combinations
At the acquisition of a business, the cost of the acquisition, being the
purchase price, is measured as the fair value of the assets given, and
liabilities incurred or assumed at the date of exchange, including any
cost related to contingent consideration. Transaction costs attributable
to the acquisition are expensed as incurred. The acquisition cost
is allocated to acquired assets, liabilities and contingent liabilities
based upon appraisals made, including assets and liabilities that were
not recognized on the acquired entity’s balance sheet, for example
intangible assets such as customer relations, brands, patents and
financial liabilities. Goodwill arises when the purchase price exceeds
the fair value of recognizable acquired net assets. In acquisitions with
non-controlling interest full or partial goodwill can be recognized. Final
amounts are established within one year after the transaction date at
the latest.
In case there is a put option for non-controlling interest in a
subsidiary a corresponding financial liability is recognized.
Non-controlling interest
The Company treats transactions with non-controlling interests as
transactions with equity owners of the Company. For purchases from
non-controlling interests, the difference between any consideration
paid and the relevant share acquired of the carrying value of net assets
of the subsidiary is recorded in equity. Gains or losses on disposals to
non-controlling interests are also recorded in equity.
When the Company ceases to have control, any retained interest
in the entity is remeasured to its fair value, with the change in carrying
amount recognized in profit or loss. The fair value is the initial carrying
amount for the purposes of subsequently accounting for the retained
interest in an associate, joint venture or financial asset. In addition, any
amounts previously recognized in other comprehensive income in
respect of that entity are accounted for as if the Company had directly
disposed of the related assets or liabilities. This may mean that amounts
previously recognized in other comprehensive income are reclassified
to profit or loss.
At acquisition, there is a choice on an acquisition-by-acquisition
basis to measure the non-controlling interest in the acquiree either at
fair value or at the non-controlling interest’s proportionate share of the
acquiree’s net assets.
Joint ventures and associated companies
Both joint ventures and associated companies are accounted for in
accordance with the equity method. Under the equity method, the
investment in an associate or joint venture is initially recognized at cost
and the carrying amount is increased or decreased to recognize the
investor’s share of the profit or loss of the investee after the date of
acquisition. If the Company’s interest in an associated company or joint
venture is nil the Company shall not, as prescribed by IFRS, recognize
R
e
s
u
l
t
s
its part of any future losses. Provisions related to obligations for such an
interest shall, however, be recognized in relation to such an interest.
JVs are ownership interests where a joint influence is obtained
through agreement.
Investments in associated companies, i.e. when the Company has
significant influence and the power to participate in the financial and
operating policy decisions of the associated company, but is not control
or joint control over those policies. Normally this is the case when voting
stock interest, including effective potential voting rights, is at least 20%
but not more than 50%.
Ericsson’s share of income before taxes is reported in item “Share
in earnings of joint ventures and associated companies”, included
in Operating Income. This is due to that these interests are held for
operating rather than investing or financial purposes. Ericsson’s share
of income taxes related to joint ventures and associated companies is
reported under the line item Taxes in the income statement.
Unrealized gains on transactions between the Company and its
associated companies and joint ventures are eliminated to the extent
of the Company’s interest in these entities. Unrealized losses are also
eliminated unless the transaction provides evidence of an impairment of
the asset transferred.
Shares in earnings of joint ventures and associated companies
included in consolidated equity which are undistributed are reported in
Retained earnings in the balance sheet.
Impairment testing as well as recognition or reversal of impairment
of investments in each joint venture is performed in the same manner
as for intangible assets other than goodwill. The entire carrying amount
of each investment, including goodwill, is tested as a single asset. See
also description under “Intangible assets other than goodwill” below.
If the ownership interest in an associate is reduced but significant
influence is retained, only a proportionate share of the amounts
previously recognized in other comprehensive income are reclassified
to profit or loss where appropriate.
In Note C2, “Critical Accounting Estimates and Judgments”,
a further disclosure is presented in relation to (i) key sources of
estimation uncertainty and (ii) the decision made in relation to
accounting policies applied.
Foreign currency remeasurement and translation
Items included in the financial statements of each entity of the Company
are measured using the currency of the primary economic environment
in which the entity operates (‘the functional currency’). The consolidated
financial statements are presented in Swedish Krona (SEK), which is the
Parent Company’s functional and presentation currency.
Group companies
The results and financial position of all the group entities that have
a functional currency different from the presentation currency are
translated into the presentation currency as follows:
> Assets and liabilities for each balance sheet presented are translated
>
at the closing rate at the date of that balance sheet
Income and expenses for each income statement are translated at
average exchange rates
> All resulting net exchange differences are recognized as a separate
component of OCI.
On consolidation, exchange differences arising from the translation of
the net investment in foreign operations, and of borrowings and other
currency instruments designated as hedges of such investments, are
accounted for in OCI. When a foreign operation is partially disposed of
or sold, exchange differences that were recorded in OCI are recognized
in the income statement as part of the gain or loss on sale.
Goodwill and fair value adjustments arising on the acquisition of a
foreign entity are treated as assets and liabilities of the foreign entity
and translated at the closing rate.
There is no significant impact due to a currency of a
hyperinflationary economy.
Statement of cash flows
The statement of cash flow is prepared in accordance with the indirect
method. Cash flows in foreign subsidiaries are translated at the average
exchange rate during the period. Payments for subsidiaries acquired or
divested are reported as cash flow from investing activities, net of cash
and cash equivalents acquired or disposed of, respectively.
Cash and cash equivalents consist of cash, bank, and short-term
investments that are highly liquid monetary financial instruments with a
remaining maturity of three months or less at the date of acquisition.
Revenue recognition
Background
The Company offers a comprehensive portfolio of telecommunication
and data communication systems, professional services, and
multimedia solutions. Products, both hardware and software as well
as services are in general standardized. The impact of this is that any
acceptance terms are normally only formal requirements. In Note C3,
”Segment information”, the Company offer is disclosed more in detail as
per operating segment.
The Company’s products and services are generally sold under
delivery-type or multi-year recurring services contracts. The delivery
type contracts often have content from more than one segment.
Transactions and balances
Foreign currency transactions are translated into the functional currency
using the exchange rates prevailing at the dates of the transactions.
Foreign exchange gains and losses resulting from the settlement of
such transactions and from the translation at period-end exchange
rates of monetary assets and liabilities denominated in foreign
currencies are recognized in the income statement, unless deferred
in Other comprehensive income (OCI) under the hedge accounting
practices as described below.
Changes in the fair value of monetary securities denominated in
foreign currency classified as available-for-sale are analyzed between
translation differences resulting from changes in the amortized cost of
the security and other changes in the carrying amount of the security.
Translation differences related to changes in the amortized cost are
recognized in profit or loss, and other changes in the carrying amount
are recognized in OCI.
Accounting treatment
Sales are based on fair values of consideration received and recorded
net of value added taxes, goods returned and estimated trade
discounts. Revenue is recognized when risks and rewards have been
transferred to the customer, with reference to all significant contractual
terms when:
> The product or service has been delivered
> The revenue amount is fixed or determinable
> Customer has received and activation has been made of separately
sold software
> Collection is reasonably assured.
Estimation of contractual performance criteria impact the timing and
amounts of revenue recognized and may therefore defer revenue
recognition until the performance criteria are met. The profitability of
contracts is periodically assessed, and provisions for any estimated
losses are made immediately when losses are probable.
Translation differences on non-monetary financial assets and
Allocation and/or timing criteria specific per type of contract are:
liabilities are reported as part of the fair value gain or loss.
> Delivery-type contracts. These contracts relate to delivery,
installation, integration of products and providing of related services,
Notes to the Consolidated financial statements
Ericsson | Annual Report 2012
53
OUR BUSINESSCorporate governanceSHAREHOLDERSOTHER INFORMATION normally under multiple elements contracts. Under multiple elements
contracts the accounting is based on that the revenue recognition
criteria are applied to the separately identifiable components of the
contract. Revenue, including the impact of any discount or rebate,
is allocated to each element based on relative fair values. Networks,
Global Services and Support Solutions have contracts that relate to
this type of contracts.
> Contracts for services. Relate to multi-year service contracts such
as support – and managed service contracts and other types of
recurring services. Revenue is recognized when the services have
been provided, generally pro rata over the contract period. Global
Services has contracts that relate to this type of contracts.
> Contracts generating license fees from third parties for the use
of the Company’s intellectual property rights. License fees are
normally measured as percentage on sales or currency amount per
unit and recognized over the license period as the amount of the
consideration becomes reasonably certain. Networks and Support
Solutions have contracts that relate to this type of contracts.
For sales between consolidated companies, associated companies,
joint ventures and segments, the Company applies arm’s length pricing.
In Note C2, “Critical accounting estimates and judgments”, a
further disclosure is presented in relation to (i) key sources of
estimation uncertainty and (ii) the decision made in relation to
accounting policies applied.
Earnings per share
Basic earnings per share are calculated by dividing net income
attributable to stockholders of the Parent Company by the weighted
average number of shares outstanding (total number of shares less
treasury stock) during the year.
Diluted earnings per share are calculated by dividing net income
attributable to stockholders of the Parent Company, when appropriate
adjusted by the sum of the weighted average number of ordinary shares
outstanding and dilutive potential ordinary shares. Potential ordinary
shares are treated as dilutive when, and only when, their conversion to
ordinary shares would decrease earnings per share.
Stock options and rights to matching shares are considered dilutive
when the actual fulfillment of any performance conditions as of the
reporting date would give a right to ordinary shares. Furthermore, stock
options are considered dilutive only when the exercise price is lower
than the period’s average share price.
Financial assets
Financial assets are recognized when the Company becomes a party
to the contractual provisions of the instrument. Regular purchases and
sales of financial assets are recognized on the settlement date.
Financial assets are derecognized when the rights to receive cash
flows from the investments have expired or have been transferred and
the Company has transferred substantially all risks and rewards of
ownership. Separate assets or liabilities are recognized if any rights and
obligations are created or retained in the transfer.
The Company classifies its financial assets in the following
categories: at fair value through profit or loss, loans and receivables,
and available for sale. The classification depends on the purpose for
which the financial assets were acquired. Management determines the
classification of its financial assets at initial recognition.
Financial assets are initially recognized at fair value plus transaction
costs for all financial assets not carried at fair value through profit or
loss. Financial assets carried at fair value through profit or loss are
initially recognized at fair value, and transaction costs are expensed in
the income statement.
The fair values of quoted financial investments and derivatives are
based on quoted market prices or rates. If official rates or market
prices are not available, fair values are calculated by discounting the
54
Ericsson | Annual Report 2012
expected future cash flows at prevailing interest rates. Valuations of
Foreign exchange options and Interest Rate Guarantees (IRG) are made
by using a Black-Scholes formula. Inputs to the valuations are market
prices for implied volatility, foreign exchange and interest rates.
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss are financial assets
held for trading. A financial asset is classified in this category if acquired
principally for the purpose of selling or repurchasing in the near term.
Derivatives are classified as held for trading, unless they are
designated as hedges. Assets in this category are classified as
current assets.
Gains or losses arising from changes in the fair values of the “financial
assets at fair value through profit or loss”-category (excluding derivatives)
are presented in the income statement within Financial income in the
period in which they arise. Derivatives are presented in the income
statement either as cost of sales, other operating income, financial
income or financial expense, depending on the intent with the transaction.
Loans and receivables
Receivables, including those that relate to customer financing,
are subsequently measured at amortized cost using the effective
interest rate method, less allowances for impairment charges. Trade
receivables include amounts due from customers. The balance
represents amounts billed to customer as well as amounts where risk
and rewards have been transferred to the customer but the invoice has
not yet been issued.
Collectability of the receivables is assessed for purposes of initial
revenue recognition.
Available-for-sale financial assets
Available-for-sale financial assets are non-derivatives that are
either designated in this category or not classified in any of the
other categories. They are included in non-current assets unless
management intends to dispose of the investment within 12 months of
the balance sheet date.
Dividends on available-for-sale equity instruments are recognized in
the income statement as part of financial income when the Company’s
right to receive payments is established.
Changes in the fair value of monetary securities denominated in
a foreign currency and classified as available-for-sale are analyzed
between translation differences resulting from changes in amortized
cost of the security and other changes in the carrying amount of
the security. The translation differences on monetary securities are
recognized in profit or loss; translation differences on non-monetary
securities are recognized in OCI. Changes in the fair value of monetary
and non-monetary securities classified as available-for-sale are
recognized in OCI. When securities classified as available-for-sale are
sold or impaired, the accumulated fair value adjustments previously
recognized in OCI are included in the income statement.
Impairment
At each balance sheet date, the Company assesses whether there is
objective evidence that a financial asset or a group of financial assets is
impaired. In the case of equity securities classified as available-for-sale,
a significant or prolonged decline in the fair value of the security below
its cost is considered as an evidence that the security is impaired. If
any such evidence exists for available-for-sale financial assets, the
cumulative loss – measured as the difference between the acquisition
cost and the current fair value, less any impairment loss on that financial
asset previously recognized in profit or loss – is removed from OCI and
recognized in the income statement. Impairment losses recognized in
the income statement on equity instruments are not reversed through
the income statement.
R
e
s
u
l
t
s
An assessment of impairment of receivables is performed when
there is objective evidence that the Company will not be able to collect
all amounts due according to the original terms of the receivable.
Significant financial difficulties of the debtor, probability that the
debtor will enter bankruptcy or financial reorganization, and default
or delinquency in payments are considered indicators that the trade
receivable is impaired. The amount of the allowance is the difference
between the asset’s carrying amount and the present value of
estimated future cash flows, discounted at the original effective interest
rate. The carrying amount of the asset is reduced through the use of
an allowance account, and the amount of the loss is recognized in the
income statement within selling expenses. When a trade receivable is
finally established as uncollectible, it is written off against the allowance
account for trade receivables. Subsequent recoveries of amounts
previously written off are credited to selling expenses in the income
statement.
Financial Liabilities
Financial liabilities are recognized when the Company becomes bound
to the contractual obligations of the instrument.
Financial liabilities are derecognized when they are extinguished, i.e.
when the obligation specified in the contract is discharged, cancelled
or expires.
Borrowings
Borrowings are initially recognized at fair value, net of transaction costs
incurred. Borrowings are subsequently stated at amortized cost; any
difference between the proceeds (net of transaction costs) and the
redemption value is recognized in the income statement over the period
of the borrowings using the effective interest method.
Borrowings are classified as current liabilities unless the Company
has an unconditional right to defer settlement of the liability for at least
12 months after the balance sheet date.
Trade payables
Trade payables are recognized initially at fair value and subsequently
measured at amortized cost using the effective interest method.
Derivatives at fair value through profit or loss
Certain derivative instruments do not qualify for hedge accounting and
are accounted for at fair value through profit or loss. Changes in the
fair value of these derivative instruments that do not qualify for hedge
accounting are recognized immediately in the income statement either
as cost of sales, other operating income, financial income or financial
expense, depending on the intent of the transaction.
Derivative financial instruments and hedging activities
Derivatives are initially recognized at fair value at trade date and
subsequently re-measured at fair value. The method of recognizing the
resulting gain or loss depends on whether the derivative is designated
as a hedging instrument, and if so, the nature of the item being hedged.
The Company designates certain derivatives as either:
a) Fair value hedge: a hedge of the fair value of recognized liabilities
b) Cash flow hedge: a hedge of a particular risk associated with a
highly probable forecast transaction; or
c) Net investment hedge: a hedge of a net investment in a foreign
operation.
At the inception of the hedge, the Company documents the relationship
between hedging instruments and hedged items, as well as its risk
management objectives and strategy for undertaking various hedging
transactions. The Company also documents its assessment, both at
hedge inception and on an ongoing basis, of whether the derivatives
that are used in hedging transactions are highly effective in offsetting
changes in fair values or cash flows of the hedged items.
The fair values of various derivative instruments used for hedging
purposes are disclosed in Note C20, “Financial risk management and
financial instruments”. Movements in the hedging reserve in OCI are
shown in Note C16, “Equity and other comprehensive income”.
The fair value of a hedging derivative is classified as a non-current
asset or liability when the remaining maturity of the hedged item is more
than 12 months, and as a current asset or liability when the remaining
maturity of the hedged item is less than 12 months. Trading derivatives
are classified as current assets or liabilities.
Fair value hedges
Changes in the fair value of derivatives that are designated and qualify
as fair value hedges are recorded in the income statement, together
with any changes in the fair value of the hedged asset or liability that
are attributable to the hedged risk. The Company only applies fair
value hedge accounting for hedging fixed interest risk on borrowings.
Both gains and losses relating to the interest rate swaps hedging fixed
rate borrowings and the changes in the fair value of the hedged fixed
rate borrowings attributable to interest rate risk are recognized in the
income statement within Financial expenses. If the hedge no longer
meets the criteria for hedge accounting, the adjustment to the carrying
amount of a hedged item for which the effective interest method is used
is amortized to the income statement over the remaining period
to maturity.
Cash flow hedges
The effective portion of changes in the fair value of derivatives that are
designated and qualify as cash flow hedges is recognized in OCI. The
gain or loss relating to an ineffective portion is recognized immediately
in the income statement within financial income or expense.
Amounts deferred in OCI are recycled in the income statement in the
periods when the hedged item affects profit or loss (for example, when
the forecast sale that is hedged takes place), either in Net Sales or
Cost of Sales. When the forecast transaction that is hedged results in
the recognition of a non-financial asset (for example, inventory or fixed
assets), the gains and losses previously deferred in OCI are transferred
from OCI and included in the initial measurement of the cost of the
asset. The deferred amounts are ultimately recognized in Cost of Sales
in case of inventory or in Depreciation in case of fixed assets. When
a hedging instrument expires or is sold, or when a hedge no longer
meets the criteria for hedge accounting, any cumulative gain or loss
which at that time remains in OCI is recognized in the income statement
when the forecast transaction is ultimately recognized. When a forecast
transaction is no longer expected to occur, the cumulative gain or loss
that was reported in OCI is immediately transferred to the income
statement within financial income or expense.
Net investment hedges
Hedges of net investments in foreign operations are accounted
for similarly to cash flow hedges. Any gain or loss on the hedging
instrument relating to the effective portion of the hedge is recognized
in OCI. A gain or loss relating to an ineffective portion is recognized
immediately in the income statement within financial income or expense.
Gains and losses deferred in OCI are included in the income statement
when the foreign operation is partially disposed of or sold.
Financial guarantees
Financial guarantee contracts are initially recognized at fair value (i.e.
usually the fee received). Subsequently, these contracts are measured
at the higher of:
> The amount determined as the best estimate of the net expenditure
required to settle the obligation according to the guarantee contract
> The recognized contractual fee less cumulative amortization when
amortized over the guarantee period, using the straight-line-method.
Notes to the Consolidated financial statements
Ericsson | Annual Report 2012
55
OUR BUSINESSCorporate governanceSHAREHOLDERSOTHER INFORMATION The best estimate of the net expenditure comprises future fees and
cash flows from subrogation rights.
Inventories
Inventories are measured at the lower of cost or net realizable value on
a first-in, first-out (FIFO) basis.
Risks of obsolescence have been measured by estimating market
value based on future customer demand and changes in technology
and customer acceptance of new products.
A significant part of Inventories is Contract work in Progress (CWIP).
Recognition and de recognition of CWIP relates to the Company´s
revenue recognition principles meaning that costs incurred under
a customer contract are recognized as CWIP. When revenue is
recognized CWIP is derecognized and is instead recognized as Cost
of Sales.
In Note C2, “Critical accounting estimates and judgments”, a
further disclosure is presented in relation to (i) key sources of
estimation uncertainty and (ii) the decision made in relation to
accounting policies applied.
Intangible assets
Intangible assets other than goodwill
Intangible assets other than goodwill comprise capitalized development
expenses and acquired intangible assets, such as patents, customer
relations, trademarks and software. At initial recognition, capitalized
development expenses are stated at cost while acquired intangible
assets related to business combinations are stated at fair value.
Subsequent to initial recognition, both capitalized development
expenses and acquired intangible assets are stated at initially
recognized amounts less accumulated amortization and any impairment.
Amortization and any impairment losses are included in Research and
development expenses, mainly for capitalized development expenses
and patents, in Selling and administrative expenses, mainly for customer
relations and brands, and in Cost of sales.
Costs incurred for development of products to be sold, leased or
otherwise marketed or intended for internal use are capitalized as from
when technological and economical feasibility has been established
until the product is available for sale or use. These capitalized expenses
are mainly generated internally and include direct labor and directly
attributable overhead. Amortization of capitalized development
expenses begins when the product is available for general release.
Amortization is made on a product or platform basis according to the
straight-line method over periods not exceeding five years. Research
and development expenses directly related to orders from customers
are accounted for as a part of Cost of sales. Other research and
development expenses are charged to income as incurred.
Amortization of acquired intangible assets, such as patents,
customer relations, brands and software, is made according to the
straight-line method over their estimated useful lives, not exceeding ten
years. However, if the economic benefit related to an item of intangible
assets is front-end loaded the amortization method reflects this. Thus,
the amortization for such an item is amortized on a digressive curve
basis and the asset value decreases with higher amounts in the
beginning of the useful life compared to the end.
The Company has not recognized any intangible assets with
indefinite useful life other than goodwill.
Impairment tests are performed whenever there is an indication of
possible impairment. However, intangible assets not yet available for
use are tested annually. An impairment loss is recognized if the carrying
amount of an asset or its cash-generating unit exceeds its recoverable
amount. The recoverable amount is the higher of the value in use and
the fair value less costs to sell. In assessing value in use, the estimated
future cash flows after tax are discounted to their present value using
an after-tax discount rate that reflects current market assessments of
56
Ericsson | Annual Report 2012
the time value of money and the risks specific to the asset. Application
of after tax amounts in calculation, both in relation to cash flows and
discount rate is applied due to that available models for calculating
discount rate include a tax component. The after tax discounting,
applied by the Company is not materially different from a discounting
based on before-tax future cash flows and before-tax discount rates, as
required by IFRS.
Corporate assets have been allocated to cash-generating units in
relation to each unit’s proportion of total net sales. The amount related
to corporate assets is not significant. Impairment losses recognized in
prior periods are assessed at each reporting date for any indications
that the loss has decreased or no longer exists. An impairment loss is
reversed if there has been a change in the estimates used to determine
the recoverable amounts and if the recoverable amount is higher than
the carrying value. An impairment loss is reversed only to the extent
that the asset’s carrying amount after reversal does not exceed the
carrying amount, net of amortization, which would have been reported
if no impairment loss had been recognized.
In Note C2, “Critical accounting estimates and judgments”, a
further disclosure is presented in relation to (i) key sources of
estimation uncertainty and (ii) the decision made in relation to
accounting policies applied.
Goodwill
As from the acquisition date, goodwill acquired in a business
combination is allocated to each cash-generating unit (CGU) of the
Company expected to benefit from the synergies of the combination.
Ericsson’s four operating segments have been identified as CGUs.
Goodwill is assigned to three of them, Networks, Global Services and
Support Solutions.
An annual impairment test for the CGUs to which goodwill has
been allocated is performed in the fourth quarter, or when there is an
indication of impairment. Impairment testing as well as recognition
of impairment of goodwill is performed in the same manner as for
intangible assets other than goodwill, see description under “Intangible
assets other than goodwill” above. An impairment loss in respect of
goodwill is not reversed.
Additional disclosure is required in relation to goodwill impairment
testing, see Note C2, “Critical accounting estimates and judgments”,
below and in Note C10, “Intangible assets”.
Property, plant and equipment
Property, plant and equipment consist of real estate, machinery and
other technical assets, other equipment, tools and installation and
construction in process and advance payment, they are stated at cost
less accumulated depreciation and any impairment losses.
Depreciation is charged to income, generally on a straight-line basis,
over the estimated useful life of each component of an item of property,
plant and equipment, including buildings. Estimated useful lives are, in
general, 25–50 years for real estate and 3–10 years for machinery and
equipment. Depreciation and any impairment charges are included in
Cost of sales, Research and development or Selling and administrative
expenses.
The Company recognizes in the carrying amount of an item of
property, plant and equipment the cost of replacing a component and
derecognizes the residual value of the replaced component.
Impairment testing as well as recognition or reversal of impairment of
property, plant and equipment is performed in the same manner as for
intangible assets other than goodwill, see description under “Intangible
assets other than goodwill” above.
Gains and losses on disposals are determined by comparing the
proceeds less cost to sell with the carrying amount and are recognized
within Other operating income and expenses in the income statement.
R
e
s
u
l
t
s
Leasing
Leasing when the Company is the lessee
Leases on terms in which the Company assumes substantially all the
risks and rewards of ownership are classified as finance leases. Upon
initial recognition, the leased asset is measured at an amount equal to
the lower of its fair value and the present value of the minimum lease
payments. Subsequent to initial recognition, the asset is accounted
for in accordance with the accounting policy applicable to that type of
asset, although the depreciation period must not exceed the lease term.
Other leases are operating leases, and the leased assets under
such contracts are not recognized on the balance sheet. Costs under
operating leases are recognized in the income statement on a straight-
line basis over the term of the lease. Lease incentives received are
recognized as an integral part of the total lease expense, over the term
of the lease.
Leasing when the Company is the lessor
Leasing contracts with the Company as lessor are classified as finance
leases when the majority of risks and rewards are transferred to the
lessee, and otherwise as operating leases. Under a finance lease, a
receivable is recognized at an amount equal to the net investment in
the lease and revenue is recognized in accordance with the revenue
recognition principles.
Under operating leases the equipment Is recorded as property, plant
and equipment and revenue as well as depreciation is recognized on a
straight-line basis over the lease term.
Income taxes
Income taxes in the consolidated financial statements include both
current and deferred taxes. Income taxes are reported in the income
statement unless the underlying item is reported directly in equity or
OCI. For those items, the related income tax is also reported directly
in equity or OCI. A current tax liability or asset is recognized for the
estimated taxes payable or refundable for the current year or prior years.
Deferred tax is recognized for temporary differences between the
book values of assets and liabilities and their tax values and for tax
loss carry forwards. A deferred tax asset is recognized only to the
extent that it is probable that future taxable profits will be available
against which the deductible temporary differences and tax loss
carry forwards can be utilized. In the recognition of income taxes, the
Company offsets current tax receivables against current tax liabilities
and deferred tax assets against deferred tax liabilities in the balance
sheet, when the Company has a legal right to offset these items and
the intention to do so. Deferred tax is not recognized for the following
temporary differences: goodwill not deductible for tax purposes, for the
initial recognition of assets or liabilities that affect neither accounting nor
taxable profit, and for differences related to investments in subsidiaries
when it is probable that the temporary difference will not reverse in the
foreseeable future.
Deferred tax is measured at the tax rate that is expected to be
applied to the temporary differences when they reverse, based on
the tax laws that have been enacted or substantively enacted by the
reporting date. An adjustment of deferred tax asset/liability balances
due to a change in the tax rate is recognized in the income statement,
unless it relates to a temporary difference earlier recognized directly in
equity or OCI, in which case the adjustment is also recognized in equity
or OCI.
The measurement of deferred tax assets involves judgment regarding
the deductibility of costs not yet subject to taxation and estimates
regarding sufficient future taxable income to enable utilization of unused
tax losses in different tax jurisdictions. All deferred tax assets are subject
to annual review of probable utilization. The largest amounts of tax loss
carry forwards relate to Sweden, with indefinite period of utilization.
In Note C2, “Critical accounting estimates and judgments”, a
further disclosure is presented in relation to (i) key sources of
estimation uncertainty and (ii) the decision made in relation to
accounting policies applied.
Provisions and contingent liabilities
Provisions are made when there are legal or constructive obligations
as a result of past events and when it is probable that an outflow of
resources will be required to settle the obligations and the amounts
can be reliably estimated. When the effect of the time value of money
is material, discounting is made of estimated outflows. However,
the actual outflows as a result of the obligations may differ from
such estimates.
The provisions are mainly related to warranty commitments,
restructuring, customer projects and other obligations, such as
unresolved income tax and value added tax issues, claims or
obligations as a result of patent infringement and other litigations,
supplier claims and customer finance guarantees.
Product warranty commitments consider probabilities of all material
quality issues based on historical performance for established products
and expected performance for new products, estimates of repair cost
per unit, and volumes sold still under warranty up to the reporting date.
A restructuring obligation is considered to have arisen when the
Company has a detailed formal plan for the restructuring (approved
by management), which has been communicated in such a way that a
valid expectation has been raised among those affected.
Project related provisions include estimated losses on onerous
contracts, contractual penalties and undertakings. For losses on
customer contracts, a provision equal to the total estimated loss is
recorded when a loss from a contract is anticipated and possible to
estimate reliably. These contract loss estimates include any probable
penalties to a customer under a loss contract.
Other provisions include provisions for unresolved tax issues,
litigations, supplier claims, customer finance and other provisions. The
Company provides for estimated future settlements related to patent
infringements based on the probable outcome of each infringement.
The actual outcome or actual cost of settling an individual infringement
may vary from the Company’s estimate.
The Company estimates the outcome of any potential patent
infringement made known to the Company through assertion and
through the Company’s own monitoring of patent-related cases in the
relevant legal systems. To the extent that the Company makes the
judgment that an identified potential infringement will more likely than
not result in an outflow of resources, the Company records a provision
based on the Company’s best estimate of the expenditure required to
settle with the counterpart.
In the ordinary course of business, the Company is subject
to proceedings, lawsuits and other unresolved claims, including
proceedings under laws and government regulations and other matters.
These matters are often resolved over a long period of time. The
Company regularly assesses the likelihood of any adverse judgments
in or outcomes of these matters, as well as potential ranges of possible
losses. Provisions are recognized when it is probable that an obligation
has arisen and the amount can be reasonably estimated based on a
detailed analysis of each individual issue.
Certain present obligations are not recognized as provisions
as it is not probable that an economic outflow will be required to
settle the obligation or the amount of the obligation cannot be
measured with sufficient reliability. Such obligations are reported as
contingent liabilities. For further detailed information, see Note C24,
“Contingent liabilities”.
In Note C2, “Critical accounting estimates and judgments”, a
further disclosure is presented in relation to (i) key sources of
estimation uncertainty and (ii) the decision made in relation to
accounting policies applied.
Notes to the Consolidated financial statements
Ericsson | Annual Report 2012
57
OUR BUSINESSCorporate governanceSHAREHOLDERSOTHER INFORMATION Post-employment benefits
Pensions and other post-employment benefits are classified as either
defined contribution plans or defined benefit plans. Under a defined
contribution plan, the Company’s only obligation is to pay a fixed
amount to a separate entity (a pension trust fund) with no obligation to
pay further contributions if the fund does not hold sufficient assets to
pay all employee benefits. The related actuarial and investment risks
fall on the employee. The expenditures for defined contribution plans
are recognized as expenses during the period when the employee
provides service.
Under a defined benefit plan, it is the Company’s obligation to
provide agreed benefits to current and former employees. The related
actuarial and investment risks fall on the Company.
The present value of the defined benefit obligations for current and
former employees is calculated using the Projected Unit Credit Method.
The discount rate for each country is determined by reference to
market yields on high-quality corporate bonds that have maturity dates
approximating the terms of the Company’s obligations. In countries
where there is no deep market in such bonds, the market yields on
government bonds are used. The calculations are based upon actuarial
assumptions, assessed on a quarterly basis, and are as a minimum
prepared annually. Actuarial assumptions are the Company’s best
estimate of the variables that determine the cost of providing the benefits.
When using actuarial assumptions, it is possible that the actual results
will differ from the estimated results or that the actuarial assumptions will
change from one period to another. These differences are reported as
actuarial gains and losses. They are for example caused by unexpectedly
high or low rates of employee turnover, changed life expectancy, salary
changes, changes in the discount rate and differences between actual
and expected return on plan assets. Actuarial gains and losses are
recognized in OCI in the period in which they occur. The Company’s
net liability for each defined benefit plan consists of the present value of
pension commitments less the fair value of plan assets and is recognized
net on the balance sheet. When the result is a net benefit to the
Company, the recognized asset is limited to the total of any cumulative
past service cost and the present value of any future refunds from the
plan or reductions in future contributions to the plan.
The net of return on plan assets and interest on pension liabilities
is reported as financial income or expense, while the current service
cost and any other items in the annual pension cost are reported as
operating income or expense.
Payroll taxes related to actuarial gains and losses are included in
determining actuarial gains and losses.
In Note C2, “Critical accounting estimates and judgments”, a
further disclosure is presented in relation to (i) key sources of
estimation uncertainty and (ii) the decision made in relation to
accounting policies applied.
Share-based compensation to employees and the
Board of Directors
Share-based compensation is related to remuneration to all employees,
including key management personnel and the Board of Directors.
Under IFRS, a company shall recognize compensation costs for
share-based compensation programs based on a measure of the value
to the company of services received under the plans.
This value is based on the fair value of, for example free shares at
grant date, measured as stock price as per each investment date. The
value at grant date is charged to the income statement as any other
remuneration over the service period. For example, value at grant date
is 90. Given the normal service period of three years within Ericsson, 30
are charged per year during the service period.
The reason for this accounting principle of IFRS is that compensation
cost is a cost with no direct cash flow impact. The purpose of share-
based accounting according to IFRS (IFRS 2) is to present an impact
of share-based programs, being part of the total remuneration, in the
income statement.
Compensation to employees
Stock purchase plans
For stock purchase plans, compensation costs are recognized during
the vesting period, based on the fair value of the Ericsson share at the
employee’s investment date. The fair value is based upon the share
price at investment date, adjusted for the fact that no dividends will
be received on matching shares prior to matching and other features
that are non-vesting conditions. The employee pays a price equal
to the share price at investment date for the investment shares. The
investment date is considered as the grant date. In the balance sheet,
the corresponding amounts are accounted for as equity. Vesting
conditions are non-market based and affect the number of shares
that Ericsson will match. Other features of a share-based payment are
non-vesting conditions. These features would need to be included in
the grant date fair value for transactions with employees and others
providing similar services. In the period when an employee takes a
refund of previously made contributions (and stops making further
contributions) all remaining compensation expense is recognized. Non-
vesting conditions would not impact the number of awards expected
to vest or valuation thereof subsequent to grant date. When calculating
the compensation costs for shares under performance-based matching
programs, the Company at each reporting date assesses the probability
that the performance targets are met. Compensation expenses are
based on estimates of the number of shares that will match at the
end of the vesting period. When shares are matched, social security
charges are to be paid in certain countries on the value of the employee
benefit. The employee benefit is generally based on the market value of
the shares at the matching date. During the vesting period, estimated
amounts for such social security charges are expensed and accrued.
Compensation to the Board of Directors
During 2008, the Parent Company introduced a share-based
compensation program as a part of the remuneration to the Board
of Directors. The program gives non-employed Directors elected by
the General Meeting of Shareholders a right to receive part of their
remuneration as a future payment of an amount which corresponds
to the market value of a share of class B in the Parent Company at
the time of payment, as further disclosed in Note C28, “Information
regarding members of the Board of Directors, the Group management
and employees”. The cost for cash settlements is measured and
recognized based on the estimated costs for the program on a pro rata
basis during the service period, being one year. The estimated costs
are remeasured during and at the end of the service period.
Segment reporting
An operating segment is a component of a company whose
operating results are regularly reviewed by the Company’s chief
operating decision maker, (CODM), to make decisions about
resources to be allocated to the segment and assess its performance.
Within the Company, the Group Management Team is defined as the
CODM function.
The segment presentation, as per each segment is based on the
Company’s accounting policies as disclosed in this note. The arm’s
length principle is applied in transactions between the segments.
The Company’s segment disclosure about geographical areas is
The amount charged to the income statement is reversed in equity
based on in which country transfer of risks and rewards occur.
each time of the income statement charge.
58
Ericsson | Annual Report 2012
R
e
s
u
l
t
s
>
>
>
>
ventures is no longer allowed. The Company does not apply the
proportionate consolidation method.
IFRS 12, ‘Disclosures of interests in other entities’
IFRS 12 includes the disclosure requirements for all forms of
interests in other entities, including joint arrangements, associates,
special purpose vehicles and other off balance sheet vehicles.
IFRS 13, ‘Fair value measurement’
IFRS 13 does not extend the use of fair value accounting but provide
guidance on how it should be applied where its use is already
required or permitted by other standards within IFRS.
IAS 27 (revised 2011), ‘Separate financial statements’
IAS 27 (revised 2011) includes the provisions on separate financial
statements that are left after the control provisions of IAS 27 have
been included in the new IFRS 10.
IAS 28 (revised 2011), ‘Associates and joint ventures’
IAS 28 (revised 2011) includes the requirements for joint ventures,
as well as associates, to be equity accounted following the issue of
IFRS 11.
Below are standards that have been issued and are effective for the
periods starting as from later than 1 January, 2013:
> Amendment to IAS 32, ‘Financial instruments: Presentation’, on
>
asset and liability offsetting
These amendments are related to the application guidance in
IAS 32, ‘Financial instruments: Presentation’, and clarify some of
the requirements for offsetting financial assets and financial liabilities
on the balance sheet. This amendment is effective as from 1
January, 2014.
IFRS 9, ‘Financial instruments’
IFRS 9 is the first standard issued as part of a wider project to
replace IAS 39. IFRS 9 retains but simplifies the mixed measurement
model and establishes two primary measurement categories for
financial assets: amortized cost and fair value. This amendment is
expected to be effective as from 1 January, 2015. The EU has not
yet endorsed IFRS 9, ‘Financial instruments’.
These amendments effective as from later than January 1, 2013, are not
expected to have a significant impact on the Company’s financial result
or position.
Effective date for IFRS 10, IFRS 11, IFRS 12, IAS 27 and IAS 28 is
January 1, 2013. EU has in its endorsement decision allowed listed
companies in the EU to adopt these standards as from January 1, 2014.
The Company will adopt IFRS 10, IFRS 11, IFRS 12, IAS 27 and IAS 28
as from January 1, 2013.
New standards and interpretations not yet adopted
A number of issued new standards, amendments to standards and
interpretations are not yet effective for the year ended December
31, 2012 and have not been applied in preparing these consolidated
financial statements.
Below is a list of standards/interpretations that have been issued,
except for amendments related to IFRS 1, ‘First time adoption of
International Financial Reporting Standards’ and are effective for the
periods starting as from January 1, 2013 (except IAS 32 and IFRS 9).
These amendments effective as from January 1, 2013, are not
expected to have a significant impact on the Company’s financial result
or position.
> Amendment to IAS 1, ‘Financial statement presentation’,
regarding other comprehensive income
The main change resulting from these amendments is a requirement
for entities to group items presented in ‘other comprehensive
income’ (OCI) on the basis of whether they are potentially
reclassifiable to profit or loss subsequently (reclassification
adjustments). The amendments do not address which items are
presented in OCI.
> Amendment to IAS 19,‘Employee benefits’
These amendments eliminate the corridor approach and calculate
finance costs on a net funding basis. The Company implemented
the immediate and full recognition of actuarial gains/losses in
other comprehensive income in 2006, meaning that the corridor
method has not been applied by the Company as from that date
and therefore the transition to the revised IAS19 applicable starting
January 1, 2013 will not have a significant effect on the present
obligation. The main issue to address will be the implementation
of the net interest cost/gain, which integrates the interest cost and
expected return on assets to be based on a common discount
rate. An analysis of fiscal year 2012 in relation to this amendment
indicates an impact on pension costs for 2012 with an increase of
approximately SEK 0.4 (–0.1) billion. The Company will also need
to address the taxes to be incorporated into the defined benefit
obligation. This amendment relates to the Swedish special payroll
taxes to be reclassified from Other current liabilities to Post-
employment benefits with an estimated amount of SEK 1.8 (1.8)
billion as per December 31, 2012. The amendment also includes
additional disclosure requirements on financial and demographic
assumptions, sensitivity analysis, duration and multi-employer plans.
> Amendment to IFRS 7, ‘Financial instruments: Disclosures’, on
>
>
asset and liability offsetting
This amendment requires disclosure of gross amounts related to
financial instruments for which off set has been made.
IFRS 10, ‘Consolidated financial statements’
The objective of IFRS 10 is to establish principles for the presentation
and preparation of consolidated financial statements when an entity
controls one or more other entities to present consolidated financial
statements. It defines the principle of control, and establishes
controls as the basis for consolidation. It sets out how to apply
the principle of control to identify whether an investor controls an
investee and therefore must consolidate the investee. An entity
controls an investee if the entity has power over the investee, has
the ability to use the power and is exposed to variable returns. It
also sets out the accounting requirements for the preparation of
consolidated financial statements.
IFRS 11, ‘Joint arrangements’
IFRS 11 is a more realistic reflection of joint arrangements by
focusing on the rights and obligations of the arrangement rather
than its legal form. There are two types of joint arrangement: joint
operations and joint ventures. Proportional consolidation of joint
Notes to the Consolidated financial statements
Ericsson | Annual Report 2012
59
OUR BUSINESSCorporate governanceSHAREHOLDERSOTHER INFORMATION C2
Critical Accounting Estimates and
Judgments
The preparation of financial statements and application of accounting
standards often involve management’s judgment and the use of
estimates and assumptions deemed to be reasonable at the time
they are made. However, other results may be derived with different
judgments or using different assumptions or estimates, and events may
occur that could require a material adjustment to the carrying amount
of the asset or liability affected. Following are the most important
accounting policies subject to such judgments and the key sources
of estimation uncertainty that the Company believes could have the
most significant impact on the reported results and financial position.
The information in this note is grouped as per:
> Key sources of estimation uncertainty
> Judgments management has made in the process of applying
the Company’s accounting policies.
Revenue recognition
Key sources of estimation uncertainty
Examples of estimates of total contract revenue and cost that
are necessary are the assessing of customer possibility to reach
conditional purchase volumes triggering contractual discounts to be
given to the customer, the impact on the Company revenue in relation
to performance criteria and whether any loss provisions shall be made.
Judgments made in relation to accounting policies applied
Parts of the Company’s sales are generated from large and complex
customer contracts. Managerial judgment is applied regarding, among
other aspects, conformance with acceptance criteria and if transfer
of risks and rewards to the buyer has taken place to determine if
revenue and costs should be recognized in the current period, degree
of completion and the customer credit standing to assess whether
payment is likely or not to justify revenue recognition.
Trade and customer finance receivables
Key sources of estimation uncertainty
The Company monitors the financial stability of its customers and the
environment in which they operate to make estimates regarding the
likelihood that the individual receivables will be paid. Total allowances
for estimated losses as of December 31, 2012, were SEK 1.1 (1.0) billion
or 1.5% (1.4%) of gross trade and customer finance receivables.
Credit risks for outstanding customer finance credits are regularly
assessed as well, and allowances are recorded for estimated losses.
Inventory valuation
Key sources of estimation uncertainty
Inventories are valued at the lower of cost and net realizable value.
Estimates are required in relation to forecasted sales volumes and
inventory balances. In situations where excess inventory balances are
identified, estimates of net realizable values for the excess volumes are
made. Inventory allowances for estimated losses as of December 31,
2012, amounted to SEK 3.5 (3.3) billion or 11% (9%) of gross inventory.
new estimates that indicate lower future cash flows might result in
recognition of impairment charges. An impairment in a JV or associated
company may not always affect the Company in the same way
depending on accounting standard used, initial recognition of assets
and liabilities or other differences.
At December 31, 2012, the amount of joint ventures and associated
companies amounted to SEK 2.8 (6.0) billion.
Deferred taxes
Key sources of estimation uncertainty
Deferred tax assets and liabilities, are recognized for temporary
differences and for tax loss carry-forwards. Deferred tax is recognized
net of valuation allowances. The valuation of temporary differences and
tax loss carry-forwards, is based on management’s estimates of future
taxable profits in different tax jurisdictions against which the temporary
differences and loss carry-forwards may be utilized.
The largest amounts of tax loss carry-forwards are reported in
Sweden, with an indefinite period of utilization (i.e. with no expiry date).
For further detailed information, please refer to Note C8, “Taxes”.
At December 31, 2012, the value of deferred tax assets amounted
to SEK 12.3 (13.0) billion. The deferred tax assets related to loss carry-
forwards are reported as non-current assets.
Accounting for income-, value added- and other taxes
Key sources of estimation uncertainty
Accounting for these items is based upon evaluation of income-,
value added- and other tax rules in all jurisdictions where we perform
activities. The total complexity of rules related to taxes and the
accounting for these require management’s involvement in judgments
regarding classification of transactions and in estimates of probable
outcomes of claimed deductions and/or disputes.
Acquired intellectual property rights and other intangible
assets, including goodwill
Key sources of estimation uncertainty
At initial recognition, future cash flows are estimated, to ensure that
the initial carrying values do not exceed the expected discounted
cash flows for the items of this type of assets. After initial recognition,
impairment testing is performed whenever there is an indication
of impairment, except for goodwill for which impairment testing is
performed at least once per year. Negative deviations in actual cash
flows compared to estimated cash flows as well as new estimates
that indicate lower future cash flows might result in recognition of
impairment charges. One source of uncertainty related to future cash
flows is long-term movements in exchange rates.
For further discussion on goodwill, see Note C1, “Significant
accounting policies” and Note C10, “Intangible assets”. Estimates
related to acquired intangible assets are based on similar assumptions
and risks as for goodwill.
At December 31, 2012, the amount of acquired intellectual property
rights and other intangible assets amounted to SEK 45.6 (40.5) billion,
including goodwill of SEK 30.4 (27.4) billion. The Company recognized
goodwill in ST-Ericsson of SEK 0.0 (1.3) billion, as disclosed in Note C12,
“Financial assets, non-current”.
Investments in joint ventures and associated companies
Key sources of estimation uncertainty
Impairment testing of total carrying value of each item of “Equity in
joint ventures and associated companies” is performed after initial
recognition, whenever there is an indication of impairment. Information
regarding information used for impairment tests is provided by
respective joint venture and associated company. Negative deviations
in actual cash flows compared to estimated cash flows as well as
Judgments made in relation to accounting policies applied
At initial recognition and subsequent remeasurement, management
judgments are made, both for key assumptions and regarding
impairment indicators. In the purchase price allocation made for each
acquisition, the purchase price shall be assigned to the identifiable
assets, liabilities and contingent liabilities based on fair values for
these assets. Any remaining excess value is reported as goodwill. This
allocation requires management judgment as well as the definition
60
Ericsson | Annual Report 2012
Financial instruments, hedge accounting
and foreign exchange risks
Key sources of estimation uncertainty
Foreign exchange risk in highly probable sales and purchases in future
periods are hedged using foreign exchange derivative instruments
designated as cash-flow hedges. Forecasts are based on estimations
of future transactions. A forecast is therefore per definition uncertain to
some degree.
Judgments made in relation to accounting policies applied
Establishing highly probable sales and purchases volumes involve
gathering and evaluating sales and purchases estimates for future
periods as well as analyzing actual outcome versus estimates on a
regular basis in order to fulfill effectiveness testing requirements for
hedge accounting. Changes in estimates of sales and purchases
might result in that hedge accounting is discontinued.
For further information regarding risks in financial instruments, see
Note C20, “Financial risk management and financial instruments”.
R
e
s
u
l
t
s
of cash generating units for impairment testing purposes. Other
judgments might result in significantly different results and financial
position in the future.
Provisions
Warranty provisions
Key sources of estimation uncertainty
Provisions for product warranties are based on current volumes of
products sold still under warranty and on historic quality rates for
mature products as well as estimates and assumptions on future
quality rates for new products and estimates of costs to remedy the
various qualitative issues that might occur. Total provisions for product
warranties as of December 31, 2012, amounted to SEK 1.6 (1.9) billion.
Provisions other than warranty provisions
Key sources of estimation uncertainty
Provisions, other than warranty provisions, mainly comprise amounts
related to contractual obligations and penalties to customers and
estimated losses on customer contracts, restructuring, risks associated
with patent and other litigations, supplier or subcontractor claims and/
or disputes, as well as provisions for unresolved income tax and value
added tax issues. The estimates related to the amounts of provisions
for penalties, claims or losses receive special attention from the
management. At December 31, 2012, provisions other than warranty
commitments amounted to SEK 7.0 (4.4) billion. For further detailed
information, see Note C18, “Provisions”.
Judgments made in relation to accounting policies applied
Whether a present obligation is probable or not requires judgment. The
nature and type of risks for these provisions differ and management’s
judgment is applied regarding the nature and extent of obligations in
deciding if an outflow of resources is probable or not.
Contingent liabilities
Key sources of estimation uncertainty
As disclosed under ‘Provisions other than warranty provisions’ there are
uncertainties in the estimated amounts. The same type of uncertainty
exists for contingent liabilities.
Judgments made in relation to accounting policies
As disclosed under Note C1, “Significant accounting policies” a
potential obligation that is not probable to result in an economic outflow
is classified as a contingent liability, with no impact on the Company’s
financial statements. Should, however, an obligation in a later period be
deemed to be probable, then a provision shall be recognized, impacting
the financial statements.
Pension and other post-employment benefits
Key sources of estimation uncertainty
Accounting for the costs of defined benefit pension plans and other
applicable post-employment benefits is based on actuarial valuations,
relying on key estimates for discount rates, expected return on plan
assets, future salary increases, employee turnover rates and mortality
tables. The discount rate assumptions are based on rates for high-
quality fixed-income investments with durations as close as possible
to the Company’s pension plans. Expected returns on plan assets
consider long-term historical returns, allocation of assets and estimates
of future long-term investment returns. At December 31, 2012, defined
benefit obligations for pensions and other post-employment benefits
amounted to SEK 52.0 (36.4) billion and fair value of plan assets to SEK
44.6 (28.0) billion. For more information on estimates and assumptions,
see Note C17, “Post-employment benefits”.
Notes to the Consolidated financial statements
Ericsson | Annual Report 2012
61
OUR BUSINESSCorporate governanceSHAREHOLDERSOTHER INFORMATION C3
Segment Information
Operating segments
When determining Ericsson’s operating segments, consideration has
been given to which markets and what type of customers the products
and services aim to attract as well as the distribution channels they
are sold through. Commonality regarding technology, research and
development has also been taken into account. To best reflect the
business focus and to facilitate comparability with peers, four operating
segments are reported:
> Networks
> Global Services
> Support Solutions
> ST-Ericsson
Ericsson’s share in Sony Ericsson was divested in February 2012, with
effective date on January 1.
Networks delivers products and solutions for mobile access, IP
and transport networks and core networks. The offering includes:
> Radio access solutions that interconnect with devices such as
>
mobile phones, tablets and PCs. The RBS 6000 supports all major
standardized mobile technologies
IP and transport solutions based on the SSR 8000 family of products
as well as transmission/backhaul including microwave (MINI-LINK)
and optical transmission solutions for mobile and fixed networks
> Switching and IMS solutions, based on Ericsson Blade Server
platform, for core networks
> Operations Support Systems (OSS), supporting operators’
management of existing networks and introduction of new
technologies and services.
Global Services delivers managed services, product-related services
and consulting and systems integration services. The offering includes:
> Managed Services; Solutions for designing, building, operating and
managing the day-to-day operations of the customer’s network or
solution, maintenance, network sharing solutions as well as shared
solutions such as hosting of platforms and applications. Ericsson
also offers broadcast services and managed services
of IT environments.
> Product-related services: Services to expand, upgrade, restructure
or migrate networks, network-rollout services, customer support
and network optimization services.
> Consulting and Systems Integration: Technology and operational
consulting, integration of multi-vendor equipment, design and
integration of new solutions and transforming programs. Industry-
specific solutions for vertical industries are also included.
Support Solutions (name changed from Multimedia during 2012)
provides enablers and applications for operators. The offering includes:
> Operations Support Systems: plan, build and optimize, service
fulfillment and service assurance.
> Business Support Systems: revenue management (prepaid, post-
paid, convergent charging and billing), mediation and customer care
solutions.
> TV solutions: a suite of open, standards-based solutions and
products for the creation, management and delivery of evolved TV
experiences on any device over any network. Includes a multi-
screen TV platform with consumer experience creation, video
content management, on-demand video delivery, advanced video
compression and video-optimized delivery network infrastructure.
> M-Commerce solutions for money transfer; payment transactions
and services between mobile subscribers and operators or other
service providers.
ST-Ericsson, the joint venture, offers modems and ModAps (integrated
modem and application processor platforms) for device manufacturers.
ST-Ericsson’s results are reported according to the equity method
under “Share in earnings of joint ventures and associated companies” in
62
Ericsson | Annual Report 2012
the income statement.
On December 10, 2012, STMicroelectronics announced its intention
to exit as a shareholder in ST-Ericsson. On December 20, 2012, the
Company announced that it would take a non-cash charge in the fourth
quarter of 2012 related to its 50% stake in ST-Ericsson. The charge
includes write-down of investments to reflect the current best estimate
of the Company’s share of the fair market value of the joint venture
and a provision related to the strategic options at hand for ST-Ericsson
assets. In total, the Company has made write-downs of SEK –4.7
billion of ST-Ericsson investments and taken a provision of SEK –3.3
billion. In addition, the Company’s share in ST-Ericsson’s operating loss
amounted to SEK –3.7 (–0.8) billion. For more information, see Note
C12, “Financial assets, non-current” and Note C18 “Provisions”.
As of December 31, 2012 there are no remaining investments related
to ST-Ericsson on the Company’s balance sheet. Costs and cash
related to implementation of strategic options at hand will be booked
against provisions.
Sony Ericsson, was up until 2012, a joint venture delivering mobile
phones and accessories. In February 2012, Ericsson completed the
divestment of its 50% stake in Sony Ericsson to Sony. Sony Ericsson
has not been consolidated by the Company during 2012. The sale
resulted in a gain of SEK 7.7 billion.
Unallocated
Some revenues, costs, assets and liabilities are not identified as part
of any operating segment and are therefore not allocated. Examples of
such items are costs for corporate staff, IT costs and general marketing
costs.
Regions
The Regions are the Company’s primary sales channel. The Company
operates worldwide and reports its operations divided into eleven
regions. Region China and North East Asia has changed name to North
East Asia.
> North America
> Latin America
> Northern Europe & Central Asia
> Western and Central Europe
> Mediterranean
> Middle East
> Sub-Saharan Africa
>
> North East Asia
> South East Asia & Oceania
> Other.
Region “Other” includes licensing revenues, sales of cables, broadcast
services, power modules and other businesses.
India
The acquired Technicolor Broadcast Service Division is reported in
region ”Other”. Multimedia brokering (IPX) was previously reported in
each region in segment Support Solutions. For the first three quarters
2012 it was part of region “Other”. Multimedia brokering (IPX) was
divested at the end of the third quarter 2012.
Major customers
The Company does not have any customer for which revenues from
transactions have exceeded 10% of the Company’s total revenues for
the years 2012, 2011 or 2010.
We derive most of the sales from large, multi-year agreements with
a limited number of significant customers. Out of a customer base of
approximately 400, mainly network operators, the 10 largest customers
account for 46% (44%) of net sales. The largest customer accounted for
approximately 7% (7%) of sales in 2012. For more information, see Risk
Factors, “Market, Technology and Business Risks”.
Marketing channels
Marketing in a business-to-business environment is expanding, from
being primarily through personal meetings, to on-line forums, expert
blogs and social media. Ericsson performs marketing through:
> Customer engagement with a consultative approach
> Selective focus on events and experience centers for customer
experience and interaction
> Continuous dialogue with customers and target audiences through
social and other digital media (including virtual events)
> Activation of the open social and digital media landscape
to strengthen message reach and impact
> Execution of solutions-driven programs, aligned globally
and regionally.
Operating segments
2012
Segment sales
Inter-segment sales
Net sales
Operating income
Operating margin (%)
Financial income
Financial expenses
Income after financial items
Taxes
Net income
Other segment items
Share in earnings of joint ventures
and associated companies
Amortization
Depreciation
Impairment losses
Reversals of impairment losses
Write-down of investment
Restructuring expenses
Gains/losses from divestments
Networks
117,185
100
117,285
7,057
6%
Global
Services
Support
Solutions
Sony
Ericsson
ST-
Ericsson
Total
Segments
Unallo-
cated
Elimi-
nations 1)
97,009
34
97,043
6,226
6%
13,445
6
13,451
1,150
9%
–
–
–
8,457
634
9,091
236,096
774
236,870
–
–
–
–8,457
–634
–9,091
8,026 2) –15,447 3)
–170%
7,012
3%
–267
3,713
–59
–3,832
–3,035
–385
39
–1,253
–59
45
–853
–727
–9
9
–
–1,930
1
–20
–809
–290
–1
4
–
–246
216
–
–
–
–
–
–
–
8,026 2)
–11,734 3)
–322
–741
– 4)
–
–4,684
–624
–
–11,768
–5,816
–4,793
–395
52
–4,684
–4,053
8,184
37
–
–
–
–
–
–18
152
–
322
741
–
–
–
624
–
Revenue from the acquired Telcordia business operation is reported 50/50 between segments Global Services and Support Solutions.
1) All segment sales are presented, but as ST-Ericsson sales are accounted for in accordance with the equity method, their sales are eliminated in the Eliminations column.
2) Includes a gain from the divestment of Sony Ericsson of SEK 7.7 billion.
3) Includes a write-down of SEK –4.7 billion of ST-Ericsson investment, a provision of SEK –3.3 billion and the Company’s share in ST-Ericsson’s operating loss of SEK –3.7 billion.
4) Impairment losses included in Write-down of investment.
Operating segments
2011
Segment sales
Inter-segment sales
Net sales
Operating income
Operating margin (%)
Financial income
Financial expenses
Income after financial items
Taxes
Net income
Other segment items
Share in earnings of joint ventures
and associated companies
Amortization
Depreciation
Impairment losses
Reversals of impairment losses
Restructuring expenses
Gains/losses from divestments
Networks
131,596
799
132,395
17,295
13%
Global
Services
Support
Solutions
Sony
Ericsson
ST-
Ericsson
Total
Segments
Unallo-
cated
Elimi-
nations 1)
83,854
30
83,884
5,544
7%
10,629
13
10,642
–504
–5%
46,866
126
46,992
–1,854
–4%
9,232
1,461
10,693
–5,461
–51%
282,177
2,429
284,606
15,020
5%
–
–
–
–56,098
–1,587
–57,685
–501
3,381
87
–4,192
–2,783
–50
12
–1,600
–6
28
–481
–532
–23
–
–1,363
–
4
–792
–184
–12
1
–143
–
–1,199
–1
–647
–
–
–838
–
–2,730
–867
–823
–283
–
–280
–
–3,810
–6,333
–4,969
–368
13
–4,224
–6
32
–
–
–
–
–78
164
–
868
1,470
283
–
1,118
–
R
e
s
u
l
t
s
Group
227,639
140
227,779
10,458
5%
1,708
–1,984
10,182
–4,244
5,938
–11,731
–5,494
–4,052
–395
52
–4,684
–3,447
8,336
Group
226,079
842
226,921
17,900
8%
2,882
–2,661
18,121
–5,552
12,569
–3,778
–5,465
–3,499
–85
13
–3,184
158
1) All segment sales are presented, but as Sony Ericsson and ST-Ericsson sales are accounted for in accordance with the equity method, their sales are eliminated in the Eliminations column.
Notes to the Consolidated financial statements
Ericsson | Annual Report 2012
63
OUR BUSINESSCorporate governanceSHAREHOLDERSOTHER INFORMATION Operating segments
2010
Segment sales
Inter-segment sales
Net sales
Operating income
Operating margin (%)
Financial income
Financial expenses
Income after financial items
Taxes
Net income
Other segment items
Share in earnings of joint ventures
and associated companies
Amortization
Depreciation
Impairment losses
Reversals of impairment losses
Restructuring expenses
Gains/losses from divestments
Networks
111,459
1,249
112,708
12,481
11%
Global
Services
Support
Solutions
Sony
Ericsson ST-Ericsson
Total
Segments
Unallo-
cated
Elimi-
nations 1)
80,117
6
80,123
6,513
8%
10,504
13
10,517
–643
–6%
60,118
60
60,178
13,116
3,403
16,519
275,314
4,731
280,045
–
–
–
–73,234
–3,463
–76,697
1,523
3%
–3,527
–21%
16,347
6%
–805
–
913
–
–64
–4,554
–2,600
–675
9
–3,915
154
–17
–303
–555
–276
2
–2,675
53
–2
–806
–144
–52
1
–207
92
664
–25
–731
–
–
–402
–
–1,763
–930
–1,022
–61
–
–536
–
–1,182
–6,618
–5,052
–1,064
12
–7,735
299
10
–
–
–
–
–17
59
–
955
1,753
61
–
938
–
Group
202,080
1,268
203,348
16,455
8%
1,047
–1,719
15,783
–4,548
11,235
–1,172
–5,663
–3,299
–1,003
12
–6,814
358
1) All segment sales are presented, but as Sony Ericsson and ST-Ericsson sales are accounted for in accordance with the equity method, their sales are eliminated in the Eliminations column.
Regions
North America
Of which the United States
Latin America
Northern Europe & Central Asia 1) 2)
Western & Central Europe 2)
Mediterranean
Middle East
Sub-Saharan Africa
India
North East Asia
Of which China
South East Asia & Oceania
Other 1) 2)
Total
1) Of which Sweden
2) Of which EU
Net sales
Non-current assets 3)
2012
2011
2010
56,749
56,698
22,006
11,345
17,478
23,299
15,556
11,349
6,460
36,196
12,637
15,068
12,273
227,779
5,033
44,230
48,785
46,519
21,982
15,225
19,030
23,807
15,461
10,163
9,762
38,209
17,546
13,870
10,627
226,921
3,882
43,960
49,473
46,104
17,882
12,171
19,868
22,628
15,099
9,194
8,626
25,965
14,633
14,902
7,540
203,348
4,237
43,707
2012
15,058
6,101
2,084
38,335
2,922
1,099
32
119
460
3,371
1,399
301
–
63,781
37,718
41,546
2011
6,296
6,020
2,268
41,008
5,097
1,395
42
79
355
3,939
1,496
318
–
60,797
40,415
44,786
2010
7,251
6,977
1,998
42,112
8,629
1,523
84
51
262
3,795
1,013
351
–
66,056
41,683
46,563
3) Total non-current assets excluding financial instruments, deferred tax assets, and post-employment benefit assets.
For employee information, see Note C28, “Information regarding members of the Board of Directors, the Group management and employees”.
64
Ericsson | Annual Report 2012
C4
Net Sales
Net sales
Sales of products and network rollout services
Of which:
Delivery-type contracts
Construction-type contracts
Professional Services sales
License revenues
Net sales
Export sales from Sweden
C5
Expenses by Nature
Expenses by nature
Goods and services
Employee remuneration
Amortization and depreciation
Impairments and obsolescence allowances, net of reversals
Financial expenses
Taxes
Expenses incurred
Inventory changes 1)
Additions to Capitalized development
Expenses charged to the Income Statement
1) The inventory changes are based on changes of gross inventory values prior to obsolescence allowances.
Total restructuring charges in 2012 were SEK 3.4 (3.2) b.
Restructuring charges are included in the expenses presented above.
Restructuring charges by function
Cost of sales
R&D expenses
Selling and administrative expenses
Total restructuring charges
C6
Other Operating Income and Expenses
Other operating income and expenses
Gains on sales of intangible assets and PP&E
Losses on sales of intangible assets and PP&E
Gains on sales of investments and operations
Losses on sales of investments and operations
Capital gains/losses, net
Other operating revenues
Total other operating income and expenses
1) Includes a gain from the divestment of Sony Ericsson of SEK 7.7 billion.
2012
2011
2010
154,068
161,882
140,222
154,068
–
67,092
6,619
227,779
106,997
161,882
–
58,834
6,205
226,921
116,507
140,156
66
58,529
4,597
203,348
100,070
R
e
s
u
l
t
s
2012
2011
2010
137,769
64,100
9,546
1,999
1,984
4,244
219,642
–2,782
1,641
220,783
142,221
58,905
8,964
1,363
2,661
5,552
219,666
3,417
1,515
214,734
130,725
57,183
8,962
966
1,719
4,548
204,103
8,465
1,647
193,991
2012
2,225
852
370
3,447
2011
1,231
561
1,392
3,184
2010
3,354
1,682
1,778
6,814
2012
12
–261
8,462 1)
–126
8,087
878
8,965
2011
65
–64
210
–52
159
1,119
1,278
2010
301
–422
577
–219
237
1,766
2,003
Notes to the Consolidated financial statements
Ericsson | Annual Report 2012
65
OUR BUSINESSCorporate governanceSHAREHOLDERSOTHER INFORMATION C7
Financial Income and Expenses
Financial income and expenses
Contractual interest on financial assets
Of which on financial assets at fair value through profit or loss
Contractual interest on financial liabilities
Net gain/loss on:
Instruments at fair value through profit or loss 1)
Of which included in fair value hedge relationships
Loans and receivables
Liabilities at amortized cost
Other financial income and expenses
Total
2012
2011
2010
Financial
income
Financial
expenses
Financial
income
Financial
expenses
Financial
income
Financial
expenses
1,685
1,308
–
142
–
–127
–
8
1,708
–
–
–1,734
54
–129
–
–133
–171
–1,984
1,940
1,381
–
1,062
–
–132
–
12
2,882
–
–
–1,706
–591
–175
–
–105
–259
–2,661
811
304
–
295
–
–68
–
9
1,047
–
–
–1,315
–206
151
–
–4
–194
–1,719
1) Excluding net gain from operating assets and liabilities, SEK 1,299 million (net gain of SEK 51 million in 2011, SEK 1,528 million in 2010), reported as Cost of sales.
C8 Taxes
The Company’s tax expense for 2012 was SEK –4,244 (–5,552) million
or 41.7% (30.6%) of income after financial items. The tax rate may vary
between years depending on business and geographical mix. The
effective tax rate excluding joint ventures and associated companies
as well as the gain due to the divestment of Sony Ericsson was 30.5%
(26.4%). The corporate tax in Sweden was reduced from 26.3% to
22.0% from January 1, 2013. This resulted in a reduction of deferred tax
assets and an increase of tax expense of SEK –0.5 billion.
Income taxes recognized in the income statement
Current income taxes for the year
Current income taxes related
to prior years
Deferred tax income/expense (+/–)
Sub total
Share of taxes in joint ventures
and associated companies
Tax expense
2012
2011
2010
–5,795
–4,642
–4,635
–241
1,697
–4,339
283
–1,433
–5,792
–35
307
–4,363
95
–4,244
240
–5,552
–185
–4,548
A reconciliation between reported tax expense for the year and the
theoretical tax expense that would arise when applying statutory tax
rate in Sweden, 26.3%, on the consolidated income before taxes, is
shown in the table below.
Reconciliation of Swedish income tax rate
with effective tax rate
Expected tax expense at Swedish
tax rate 26.3%
Effect of foreign tax rates
Of which joint ventures and
associated companies
Current income taxes related to prior
years
Remeasurement of tax loss carry-
forwards
Remeasurement of deductible
temporary differences
Tax effect of non-deductible expenses
Tax effect of non-taxable income
Tax effect of changes in tax rates
Tax expense
2012
2011
2010
–2,678
–581
–4,767
–1,126
–4,150
–405
–778
–754
–467
–241
134
468
–3,430
2,573
–489
–4,244
283
224
81
–768
521
–
–5,552
–35
–257
172
–830
880
77
–4,548
Effective tax rate
41.7%
30.6%
28.8%
66
Ericsson | Annual Report 2012
Deferred tax balances
Deferred tax assets and liabilities are derived from the balance sheet
items as shown in the table below.
Deferred tax assets are only recognized in countries where the
Company expects to be able to generate corresponding taxable income
in the future to benefit from tax reductions.
Significant tax loss carry-forwards are related to countries with
long or indefinite periods of utilization, mainly Sweden and Germany.
Of the total SEK 4,239 million recognized deferred tax assets related
to tax loss carry-forwards, SEK 2,840 million relates to Sweden with
indefinite periods of utilization. Due to the Company’s strong current
financial position and taxable income during 2012, Ericsson has been
able to utilize part of its tax loss carry-forwards during the year. The
assessment is that Ericsson will be able to generate sufficient income
in the coming years to also utilize the remaining part of the recognized
amounts.
Deferred tax assets for ST-Ericsson are not included, as they are
recognized in accordance with the equity method.
Tax loss carry-forwards
Deferred tax assets regarding tax loss carry-forwards are reported
to the extent that realization of the related tax benefit through future
taxable profits is probable also when considering the period during
which these can be utilized, as described below.
As of December 31, 2012, the recognized tax loss carry-forwards
amounted to SEK 17,081 (12,657) million. The tax value of these tax loss
carry-forwards is reported as an asset.
The final years in which the recognized loss carry-forwards can be
utilized are shown in the following table.
R
e
s
u
l
t
s
9,201
9,201
10,770
Tax loss carry-forwards year of expiration
10,770
Year of expiration
2013
2014
2015
2016
2017
2018 or later
Total
Tax loss
carry-forwards
19
8
43
54
327
16,630
17,081
Tax
value
5
2
13
16
78
4,125
4,239
Tax loss carry-forwards of ST-Ericsson are not included as they are
recognized in accordance with the equity method.
In addition to the table above there are loss carry-forwards of SEK
4,737 million at a tax value of SEK 1,432 million that have not been
recognized due to judgments of the possibility to be used against future
taxable profits in the respective jurisdictions. The majority of these loss
carry-forwards have an expiration date in excess of five years.
2012
2011
2010
Tax effects of temporary differences
and tax loss carry-forwards
Deferred
tax assets
Deferred
tax liabilities Net balance
2012
Intangible assets and property,
plant and equipment
Current assets
Post-employment benefits
Provisions
Other
Loss carry-forwards
Deferred tax assets/liabilities
Netting of assets/liabilities
Deferred tax balances, net
2011
Intangible assets and property,
plant and equipment
Current assets
Post-employment benefits
Provisions
Other
Loss carry-forwards
Deferred tax assets/liabilities
Netting of assets/liabilities
Deferred tax balances, net
941
2,388
2,600
1,512
3,487
4,239
15,167
–2,846
12,321
968
3,193
2,233
1,441
3,423
3,258
14,516
–1,496
13,020
4,579
293
614
48
432
–
5,966
–2,846
3,120
2,941
100
618
23
64
–
3,746
–1,496
2,250
Changes in deferred taxes, net
Opening balance, net
Recognized in net income
Recognized in Other comprehensive income
Acquisitions/disposals of subsidiaries
Currency translation differences
Closing balance, net
2012
2011
10,770
1,697
–422
–2,309
–535
9,201
10,166
–1,433
2,158
53
–174
10,770
Tax effects reported directly in Other comprehensive income amount
to SEK –422 (2,158) million, of which actuarial gains and losses related
to pensions SEK –57 (1,809) million, cash flow hedges SEK –363 (350)
million and deferred tax on gains/losses on hedges on investments in
foreign entities SEK –2 (–1) million.
C9
Earnings Per Share
Earnings per share 2010–2012
Basic
Net income attributable to stockholders of the Parent Company (SEK million)
Average number of shares outstanding, basic (millions)
Earnings per share, basic (SEK)
Diluted
Net income attributable to stockholders of the Parent Company (SEK million)
Average number of shares outstanding, basic (millions)
Dilutive effect for stock purchase plans
Average number of shares outstanding, diluted (millions)
Earnings per share, diluted (SEK)
5,775
3,216
1.80
5,775
3,216
31
3,247
1.78
12,194
3,206
3.80
12,194
3,206
27
3,233
3.77
11,146
3,197
3.49
11,146
3,197
29
3,226
3.46
67
Notes to the Consolidated financial statements
Ericsson | Annual Report 2012
OUR BUSINESSCorporate governanceSHAREHOLDERSOTHER INFORMATION C10
Intangible Assets
Intangible assets 2012
Cost
Opening balance
Acquisitions/capitalization
Balances regarding acquired businesses 1)
Sales/disposals
Reclassification
Translation difference
Closing balance
Accumulated amortization
Opening balance
Amortization
Sales/disposals
Translation difference
Closing balance
Accumulated impairment losses
Opening balance
Impairment losses
Closing balance
Net carrying value
Capitalized development expenses
Goodwill
Intellectual property rights (IPR), trade
marks and other intangible assets
For internal use
To be
marketed
Acquired
costs
Internal
costs
Total
Total
Trademarks,
customer
rel ation ships
and similar
rights
Patents and
acquired
R&D
8,125
1,641
–
–
–
–
9,766
–3,187
–840
–
–
–4,027
–1,721
–266
–1,987
3,752
2,213
–
–
–
–
–
2,213
–1,975
–131
–
–
–2,106
–55
–
–55
52
1,478
–
–
–
–
–
1,478
–1,318
–87
–
–
–1,405
–37
–
–37
36
11,816
1,641
–
–
–
–
13,457
–6,480
–1,058
–
–
–7,538
–1,813
–266
–2,079
3,840
27,455
–
4,293
–20
94
–1,400
30,422
1
–
–1
–
–
–18
–
–18
30,404
14,188
538
4,517
–158
–
–490
18,595
–5,502
–2,023
46
202
–7,277
–
–
–
11,318
25,689
103
2,155
–137
–94
–300
27,416
–16,078
–2,413
124
166
–18,201
–5,214
–117
–5,331
3,884
Total
39,877
641
6,672
–295
–94
–790
46,011
–21,580
–4,436
170
368
–25,478
–5,214
–117
–5,331
15,202
1) For more information on acquired businesses, see Note C26, “Business combinations”.
Intangible assets 2011
Capitalized development expenses
Goodwill
Intellectual property rights (IPR), trade
marks and other intangible assets
Cost
Opening balance
Acquisitions/capitalization
Balances regarding acquired businesses
Sales/disposals
Translation difference
Closing balance
Accumulated amortization
Opening balance
Amortization
Sales/disposals
Translation difference
Closing balance
Accumulated impairment losses
Opening balance
Impairment losses
Closing balance
Net carrying value
To be
marketed
6,610
1,515
–
–
–
8,125
–2,526
–661
–
–
–3,187
–1,714
–7
–1,721
3,217
For internal use
Acquired
costs Internal costs
Total
Total
Trademarks,
customer
rel ation ships
and similar
rights
Patents and
acquired
R&D
2,213
–
–
–
–
2,213
–1,775
–200
–
–
–1,975
–55
–
–55
183
1,478
–
–
–
–
1,478
–1,184
–134
–
–
–1,318
–37
–
–37
123
10,301
1,515
–
–
–
11,816
–5,485
–995
–
–
–6,480
–1,806
–7
–1,813
3,523
27,151
–
260
–2
46
27,455
–
–
1
–
1
–
–18
–18
27,438
13,582
237
382
–20
7
14,188
–3,937
–1,538
15
–42
–5,502
–
–
–
8,686
25,330
354
–
–20
25
25,689
–13,103
–2,932
13
–56
–16,078
–5,214
–
–5,214
4,397
Total
38,912
591
382
–40
32
39,877
–17,040
–4,470
28
–98
–21,580
–5,214
–
–5,214
13,083
68
Ericsson | Annual Report 2012
and traffic. This puts high demand on plan to provision, implementation
and systems integration services as well as real time payment systems.
The Business Support Systems’ growth is driven by introduction of new
services, new business models and price plans.
The demand for professional services is also driven by an increasing
business and technology complexity. Therefore, operators review
their business models and look for vendor partners that can take on a
broader responsibility, including outsourcing of network operations.
The assumptions are also based upon information gathered in the
Company’s long-term strategy process, including assessments of new
technology, the Company’s competitive position and new types of
business and customers, driven by the continued integration of telecom,
data and media industries.
The impairment testing is based on specific estimates for the first five
years and with a reduction of nominal annual growth rate to an average
GDP growth of 3% (3%) per year thereafter. The impairment tests for
goodwill did not result in any impairment.
A number of sensitivity tests have been made, for example applying
lower levels of revenue and operating income. Also when applying these
estimates no goodwill impairment is indicated.
An after-tax discount rate of 8% (8%) has been applied for all cash
generating units for the discounting of projected after-tax cash flows.
The assumptions for 2011 are disclosed in Note C10, “Intangible assets”
in the Annual Report of 2011.
The Company’s discounting is based on after-tax future cash flows
and after-tax discount rates. This discounting is not materially different
from a discounting based on before-tax future cash flows and before-
tax discount rates, as required by IFRS.
In Note C1, “Significant accounting policies”, and Note C2, “Critical
accounting estimates and judgments”, further disclosures are given
regarding goodwill impairment testing.
R
e
s
u
l
t
s
The goodwill is allocated to the operating segments Networks SEK 16.2
(16.7) billion, Global Services SEK 4.2 (4.1) billion and Support Solutions
SEK 10.0 (6.6) billion.
The recoverable amounts for cash-generating units are established
as the present value of expected future cash flows. Estimation of future
cash flows includes assumptions mainly for the following key financial
parameters:
> Sales growth
> Development of operating income (based on operating margin or
cost of goods sold and operating expenses relative to sales)
> Development of working capital and capital expenditure
requirements.
The assumptions regarding industry specific market drivers and market
growth are approved by group management and each operating
segment’s management. These assumptions are based on industry
sources as input to the projections made within the Company for the
development 2012–2017 for key industry parameters:
> The number of global mobile subscriptions is estimated to grow
from around 6.3 billion by the end of 2012 to around 9 billion by the
end of 2017. Of these, around 5-6 billion will be mobile broadband
subscriptions. Around three-quarters of a billion of these mobile
broadband subscriptions will use mobile PC/tablets/mobile routers,
but the vast majority will still use mobile phones to access the
internet.
> Fixed broadband subscriptions are estimated to grow from around
600 million by the end of 2012 to around 750 million in 2017. Fixed
broadband includes Fiber, Cable and xDSL.
> Mobile data traffic volume is estimated to increase around 9 times
2012–2017, while the fixed Internet traffic is estimated to increase
around 4 times 2012–2017, however from a much larger base.
The growth in network equipment is mainly driven by a shift in
investments from voice to data. The end user requirements for
“app-coverage” drives deployment of heterogeneous networks and
small cells.
The demand for support solutions is driven by the opportunities for
new types of service offerings enabled by IP technology and high-
speed broadband. There is strong IPTV subscriber growth, rapid
growth in digital viewing and on-demand services. The development
and build out of Mobile Broadband networks and increasing number of
mobile broadband subscriptions drives growth in service introduction
Notes to the Consolidated financial statements
Ericsson | Annual Report 2012
69
OUR BUSINESSCorporate governanceSHAREHOLDERSOTHER INFORMATION C11
Property, Plant and Equipment
Property, plant and equipment 2012
Cost
Opening balance
Additions
Balances regarding divested/acquired businesses
Sales/disposals
Reclassifications
Translation difference
Closing balance
Accumulated depreciation
Opening balance
Depreciation
Balances regarding divested businesses
Sales/disposals
Reclassifications
Translation difference
Closing balance
Accumulated impairment losses
Opening balance
Impairment losses
Reversals of impairment losses
Sales/disposals
Translation difference
Closing balance
Net carrying value
Real estate
Machinery and
other technical
assets
Other equipment,
tools and
installations
Construction in
progress and
advance payments
4,641
640
2
–476
381
–203
4,985
–2,165
–354
–
68
7
89
–2,355
–43
–4
–
–
2
–45
2,585
5,235
370
46
–373
–380
–152
4,746
–3,485
–428
–
347
–13
90
–3,489
–148
–8
22
6
4
–124
1,133
20,663
2,521
432
–1,296
1,458
–745
23,033
–15,094
–3,270
3
1,228
6
504
–16,623
–118
–
30
–
2
–86
6,324
1,302
1,898
–
–242
–1,459
–48
1,451
–
–
–
–
–
–
–
–
–
–
–
–
–
1,451
Contractual commitments for the acquisition of property, plant and equipment as per December 31, 2012, amounted to SEK 184 (226) million.
The reversal of impairment losses have been reported under Cost of sales.
Property, plant and equipment 2011
Cost
Opening balance
Additions
Balances regarding divested/acquired businesses
Sales/disposals
Reclassifications
Translation difference
Closing balance
Accumulated depreciation
Opening balance
Depreciation
Balances regarding divested businesses
Sales/disposals
Reclassifications
Translation difference
Closing balance
Accumulated impairment losses
Opening balance
Impairment losses
Reversals of impairment losses
Sales/disposals
Translation difference
Closing balance
Net carrying value
Real estate
Machinery and
other technical
assets
Other equipment,
tools and
installations
Construction in
progress and
advance payments
4,238
265
146
–147
142
–3
4,641
–1,869
–415
–
74
36
9
–2,165
–43
–
–
–
–
–43
2,433
5,004
400
37
–354
169
–21
5,235
–3,377
–571
–
435
–4
32
–3,485
–95
–48
–
–
–5
–148
1,602
18,576
1,910
75
–952
1,116
–62
20,663
–13,695
–2,513
1
1,085
–32
60
–15,094
–119
–12
13
1
–1
–118
5,451
814
2,419
–
–524
–1,427
20
1,302
–
–
–
–
–
–
–
–
–
–
–
–
–
1,302
70
Ericsson | Annual Report 2012
Total
31,841
5,429
480
–2,387
–
–1,148
34,215
–20,744
–4,052
3
1,643
–
683
–22,467
–309
–12
52
6
8
–255
11,493
Total
28,632
4,994
258
–1,977
–
–66
31,841
–18,941
–3,499
1
1,594
–
101
–20,744
–257
–60
13
1
–6
–309
10,788
C12
Financial Assets, Non-Current
Equity in joint ventures and associated companies
Opening balance
Share in earnings
Contributions to joint ventures and associated companies
Taxes
Translation difference
Change in hedge reserve
Pensions
Dividends
Divestments
Reclassification
Closing balance
1) Including goodwill for ST-Ericsson of SEK 1.3 billion.
2) Reclassification from Other investments in shares and participations.
3) Goodwill, net, amounts to SEK 12.2 (13.5) million.
Joint ventures
2011
2012
Associated companies
2011
2012
4,663
–8,399
5,029
106
–111
65
–
–
–1,353
–
–
8,648
–3,929
–
241
–126
4
–175
–
–
–
4,663 1)
1,302
3
–
–11
42
–
–
–133
–
1,639 2)
2,842 3)
1,155
151
109
–1
66
–
–
–177
–
–1
1,302 3)
Total
2012
5,965
–8,396
5,029
95
–69
65
–
–133
–1,353
1,639
2,842
Total
2011
9,803
–3,778
109
240
–60
4
–175
–177
–
–1
5,965
R
e
s
u
l
t
s
Ericsson’s share of assets, liabilities and income in associated
company Ericsson Nikola Tesla d.d. 1)
Ericsson’s share of assets, liabilities and income in joint venture
ST-Ericsson
Non-current assets
Current assets
Non-current liabilities
Current liabilities
Net assets
Net sales
Income after financial items
Income taxes
Net income
Assets pledged as collateral
Contingent liabilities
1) The Company’s share is 49.07%.
2012
84
588
–
262
410
1,085
80
–8
72
4
17
2011
2010
2012
2011
2010
113
574
1
197
489
693
13
3
16
4
80
92
749
2
209
630
784
17
–1
16
4
43
Non-current assets
Current assets
Non-current liabilities
Current liabilities
Net assets
Net sales
Income after financial items
Income taxes
Net income
Assets pledged as collateral
Contingent liabilities
1,097
1,006
370
1,339
394
4,545
–2,503
–400
–2,903
–
–
6,855
1,514
397
4,695
3,277
5,346
–2,730
156
–2,574
3
–
6,673
2,249
214
2,519
6,189
8,260
–1,762
50
–1,712
3
–
The table above consists of amounts considered by the Company when
applying the equity method in relation to ST-Ericsson.
Ericsson’s Share of assets, liabilities and income in associated
company Rockstar Consortium 1)
Ericsson’s Share of assets, liabilities and income in joint venture
Sony Ericsson Mobile Communications AB
Total assets
Total liabilities
Net assets
Net sales
Income after financial items
Income taxes
Net income
Assets pledged as collateral
Contingent liabilities
1) The Company’s share is 21.26%.
2012
1,561
6
1,555
–
–80
–
–80
–
–
Non-current assets
Current assets
Non-current liabilities
Current liabilities
Net assets
Net sales
Income after financial items
Income taxes
Net income
Assets pledged as collateral
Contingent liabilities
2012
2011
2010
–
–
–
–
–
–
–
–
–
–
–
5,040
8,745
285
12,172
1,328
23,496
–1,095
85
–1,010
1
37
3,622
9,904
592
10,533
2,401
30,089
705
–231
474
–
16
All companies apply IFRS in the reporting to the Company as issued
by IASB.
On December 10, 2012, STMicroelectronics announced its intention
to exit the joint venture ST-Ericsson. On December 20, 2012 the
Company announced its decision not to acquire the full majority. This,
together with other factors such as no change in governance rights,
no change in funding responsibilities etc, means that the Company
continues to not be in control of ST-Ericsson.
Due to the status of ST-Ericsson, the Company has made a
non-cash charge related to its 50% stake in ST-Ericsson. For further
information, see Note C3, “Segment information” and Note C18,
“Provisions”. The charge includes a write-down of investments of SEK
–4.7 billion. The Company’s share in ST-Ericsson’s operating loss
amounted to SEK –3.7 (–0.8) billion.
The Company has divested its 50% stake in Sony Ericsson
Mobile Communications to Sony. The divestment was effective on
January 1, 2012.
Notes to the Consolidated financial statements
Ericsson | Annual Report 2012
71
OUR BUSINESSCorporate governanceSHAREHOLDERSOTHER INFORMATION Other financial assets, non-current
Other investments
in shares and participations
2011
2012
Customer finance,
non-current
2011
2012
Derivatives,
non-current
2011
2012
Cost
Opening balance
Additions
Disposals/repayments/deductions
Change in value in funded pension
plans 1)
Reclassifications
Revaluation
Translation difference
Closing balance
Accumulated impairment losses/
allowances
Opening balance
Impairment losses/allowance
Disposals/repayments/deductions
Reclassifications
Translation difference
Closing balance
Net carrying value
3,576
45
–63
–
–1,639 2)
–
–161
1,758
–1,377
–51
–
–
56
–1,372
386
1,607
1,930
–68
–
–
–
107
3,576
–1,388
–54
63
–
2
–1,377
2,199
1,661
5,249
–5,331
–
–
–
–41
1,538
–261
–26
35
–
4
–248
1,290
1,474
1,875
–1,699
–
–
–
11
1,661
–193
–91
19
–
4
–261
1,400
1) This amount includes asset ceiling. For further information, see Note C17, “Post-employment benefits”.
2) Reclassification to Equity in associated companies.
3) Reclassification to Short-term investments.
816
–
–
–
–
9
–
825
–
–
–
–
–
–
825
–
–
–
–
–
816
–
816
–
–
–
–
–
–
816
Other
financial assets,
non-current
2011
2012
4,633
313
–136
776
–1,018 3)
–
–154
4,414
–1,332
–14
–
26 3)
45
–1,275
3,139
4,382
422
–97
42
–
–
–116
4,633
–1,303
–47
–
–
18
–1,332
3,301
C13
Inventories
Inventories
Raw materials, components, consumables
and manufacturing work in progress
Finished products and goods for resale
Contract work in progress
Inventories, net
2012
2011
7,351
10,981
10,470
28,802
8,772
13,525
10,773
33,070
Contract work in progress includes amounts related to delivery-type
contracts and service contracts with ongoing work in progress.
Reported amounts are net of obsolescence allowances of SEK 3,473
(3,343) million.
Movements in obsolescence allowances
Opening balance
Additions, net
Utilization
Translation difference
Balances regarding acquired/
divested businesses
Closing balance
2012
3,343
1,403
–1,140
–133
–
3,473
2011
3,090
918
–683
18
–
3,343
2010
2,961
250
–165
–46
90
3,090
The amount of inventories recognized as expense and included in Cost
of sales was SEK 56,842 (60,544) million.
72
Ericsson | Annual Report 2012
C14
Trade Receivables and Customer Finance
Trade receivables and customer finance
Trade receivables excluding associated companies and joint ventures
Allowances for impairment
Trade receivables, net
Trade receivables related to associated companies and joint ventures
Trade receivables, total
Customer finance credits
Allowances for impairment
Customer finance credits, net
Of which current
Credit commitments for customer finance
Days sales outstanding (DSO) were 86 (91) in December 2012.
Movements in allowances for impairment
Opening balance
Additions
Utilized
Reversal of excess amounts
Reclassification
Translation difference
Closing balance
Aging analysis as per December 31
2012
2011
64,015
–655
63,360
300
63,660
5,731
–422
5,309
4,019
5,933
64,740
–567
64,173
349
64,522
4,671
–426
4,245
2,845
8,569
R
e
s
u
l
t
s
Trade receivables
Customer finance
2012
567
229
–116
–30
21
–16
655
2011
766
198
–266
–43
–69
–19
567
2010
924
282
–285
–169
33
–19
766
2012
426
101
–9
–112
–
16
422
2011
321
162
–31
–27
–
1
426
2010
772
25
–87
–359
–
–30
321
2012
Trade receivables excluding
associated companies and
joint ventures
Allowances for impairment
Customer finance credits
Allowances for impairment
2011
Trade receivables excluding
associated companies and
joint ventures
Allowances for impairment
Customer finance credits
Allowances for impairment
Of which
neither impaired
nor past due
Of which
impaired,
not past due
Total
Of which past due in the following
time intervals:
Of which past due and impaired in
the following time intervals:
less than
90 days
90 days
or more
less than
90 days
90 days
or more
64,015
–655
5,731
–422
64,740
–567
4,671
–426
57,526
–
4,549
–
56,480
–
3,369
–
25
–15
845
–146
184
–16
763
–176
2,459
–
21
–
4,126
–
238
–
1,431
–
15
–
1,072
–
45
–
779
–70
70
–45
850
–50
41
–35
1,795
–570
231
–231
2,028
–501
215
–215
Credit risk
Credit risk is divided into three categories: credit risk in trade
receivables, customer finance risk and financial credit risk, see Note
C20, “Financial risk management and financial instruments”.
> Ensure efficient credit management within the Company and thereby
improve Days sales outstanding and Cash flow
> Ensure payment terms are commercially justifiable
> Define escalation path and approval process for payment terms and
Credit risk in trade receivables
Credit risk in trade receivables is governed by a policy applicable for all
legal entities in the Company. The purpose of the policy is to:
> Avoid credit losses through establishing internal standard credit
approval routines in all the Company’s legal entities
> Ensure monitoring and risk mitigation of defaulting accounts, i.e.
events of non-payment and/or delayed payments from customers
The credit worthiness of all customers is regularly assessed and a
credit limit is set. Through credit management system functionality,
credit checks are performed every time a sales order or an invoice is
generated in the source system. This is based on the credit risk set on
the customer. Credit blocks appear if the credit limit set on customer
is exceeded or if past due receivables are higher than permitted levels.
Release of a credit block requires authorization.
customer credit limits.
Notes to the Consolidated financial statements
Ericsson | Annual Report 2012
73
OUR BUSINESSCorporate governanceSHAREHOLDERSOTHER INFORMATION
Letters of credits are used as a method for securing payments from
customers operating in emerging markets, in particular in markets
with unstable political and/or economic environment. By having banks
confirming the letters of credit, the political and commercial credit risk
exposures to the Company are mitigated.
Trade receivables amounted to SEK 64,015 (64,740) million as
of December 31, 2012. Provisions for expected losses are regularly
assessed and amounted to SEK 655 (567) million as of December
31, 2012. The Company’s nominal credit losses have, however,
historically been low. The amounts of trade receivables closely follow
the distribution of the Company’s sales and do not include any major
concentrations of credit risk by customer or by geography. The five
largest customers represented 27% (30%) of the total trade receivables
in 2012.
Customer finance credit risk
All major commitments to finance customers are made only after the
approval by the Finance Committee of the Board of Directors according
to the established credit approval process.
Prior to the approval of new facilities reported as customer finance,
an internal credit risk assessment is conducted in order to assess the
credit rating of each transaction (for political and commercial risk).
The credit risk analysis is made by using an assessment tool, where
the political risk rating is identical to the rating used by all Export
credit agencies within the OECD. The commercial risk is assessed by
analyzing a large number of parameters, which may affect the level
of the future commercial credit risk exposure. The output from the
assessment tool for the credit rating also include an internal pricing
of the risk. This is expressed as a risk margin per annum over funding
cost. The reference pricing for political and commercial risk, on which
the tool is based, is reviewed using information from Export credit
agencies and prevailing pricing in the bank loan market for structured
financed deals. The objective is that the internally set risk margin shall
reflect the assessed risk and that the pricing is as close as possible to
the current market pricing. A reassessment of the credit rating for each
customer finance facility is made on a regular basis.
Risk provisions related to customer finance risk exposures are only
made upon events which occur after the financing arrangement has
become effective and which are expected to have a significant adverse
impact on the borrower’s ability and/or willingness to service the
outstanding debt. These events can be political (normally outside the
control of the borrower) or commercial, e.g. a borrower’s deteriorated
creditworthiness.
As of December 31, 2012, the Company’s total outstanding
exposure related to customer finance was SEK 5,731 (4,671) million.
As of December 31, 2012, the Company also had unutilized customer
finance commitments of SEK 5,933 (8,569) million. Customer finance
is arranged for infrastructure projects in different geographic markets
and for a large number of customers. As of December 31, 2012, there
were a total of 78 (80) customer finance arrangements originated by or
guaranteed by the Company. The five largest facilities represented 57%
(41%) of the total credit exposure in 2012.
Total outstanding customer finance exposure per region
as of December 31
Percent
2012
2011
North America
Latin America
Northern Europe & Central Asia
Western & Central Europe
Mediterranean
Middle East
Sub-Saharan Africa
India
North East Asia
South East Asia and Oceania
Other
Total
26
4
8
1
9
17
19
9
7
–
–
100
1
4
8
1
11
24
29
14
7
1
–
100
The effect of risk provisions and reversals for customer finance affecting
the income statement amounted to a net negative impact of SEK 33
million in 2012 compared to a negative impact of SEK 114 million in
2011. Credit losses amounted to SEK 16 (62) million in 2012.
Security arrangements for customer finance facilities normally
include pledges of equipment, pledges of certain assets belonging
to the borrower and pledges of shares in the operating company.
Restructuring efforts for cases of troubled debt may lead to temporary
holdings of equity interests. If available, third-party risk coverage is
as a rule arranged. “Third-party risk coverage” means that a financial
payment guarantee covering the credit risk has been issued by a
bank, an export credit agency or other financial institution. A credit risk
transfer under a sub participation arrangement with a bank can also
be arranged. In this case the entire credit risk and the funding is taken
care of by the bank for the part that they cover. A credit risk cover from
a third party may also be issued by an insurance company. During
2012, the Company did not take possession of any collateral it holds as
security or called on any other credit enhancement.
Information about guarantees related to customer finance is included
in Note C24, “Contingent liabilities”, and information about leasing is
included in Note C27, “Leasing”.
The table below summarizes the Company’s outstanding customer
finance as of December 31, 2012 and 2011.
Outstanding customer finance
Total customer finance
Accrued interest
Less third-party risk coverage
Ericsson’s risk exposure
2012
5,731
96
–187
5,640
2011
4,671
68
–480
4,259
Transfers of financial assets
In previous years, the Company disclosed information in this note
about assets transferred where the Company continues to recognize a
part of such assets. As required by IFRS, as from fiscal year 2012 this
information is disclosed in a separate note, see Note C32, “Transfers of
financial assets”.
74
Ericsson | Annual Report 2012
Dividend proposal
The Board of Directors will propose to the Annual General Meeting 2013
a dividend of SEK 2.75 per share (SEK 2.50 in 2012 and SEK 2.25 in
2011).
Additional paid in capital
Relates to payments made by owners and includes share premiums
paid.
Retained earnings
Retained earnings, including net income for the year, comprise the
earned profits of the Parent Company and its share of net income
in subsidiaries, joint ventures and associated companies. Retained
earnings also include:
Remeasurements related to post-employment benefits
Actuarial gains and losses resulting from experience-based events and
changes in actuarial assumptions, fluctuations of the effect of the asset
ceiling, and adjustments related to the Swedish special payroll taxes.
Revaluation of other investments in shares and participations
The fair value reserve comprises the cumulative net change in the fair
value of available-for-sale financial assets.
Cash flow hedges
The cash flow hedge reserve comprises the effective portion of
the cumulative net change in the fair value of cash-flow-hedging
instruments related to hedged transactions that have not yet occurred.
Cumulative translation adjustments
The cumulative translation adjustments comprises all foreign currency
differences arising from the translation of the financial statements of
foreign operations and changes regarding revaluation of excess value in
local currency as well as from the translation of liabilities that hedge the
Company’s net investment in foreign subsidiaries.
R
e
s
u
l
t
s
C15
Other Current Receivables
Other current receivables
Prepaid expenses
Accrued revenues
Advance payments to suppliers
Derivatives with a positive value 1)
Taxes
Other
Total
2012
2011
2,623
2,305
1,060
3,068
7,727
3,282
20,065
2,056
2,486
1,697
2,003
5,633
3,962
17,837
1) See also Note C20, “Financial risk management and financial instruments”.
C16
Equity and Other Comprehensive Income
Capital stock 2012
Capital stock at December 31, 2012, consisted of the following:
Capital stock
Parent Company
Class A shares
Class B shares
Total
Number
of shares
Capital stock
(SEK million)
261,755,983
3,043,295,752
3,305,051,735
1,309
15,217
16,526
The capital stock of the Parent Company is divided into two classes:
Class A shares (quota value SEK 5.00) and Class B shares (quota value
SEK 5.00). Both classes have the same rights of participation in the net
assets and earnings. Class A shares, however, are entitled to one vote
per share while Class B shares are entitled to one tenth of one vote per
share.
At December 31, 2012, the total number of treasury shares was
84,798,095 (62,846,503 in 2011 and 73,088,516 in 2010) Class B
shares. Ericsson repurchased 31.7 million shares in 2012 in relation to
the Long-Term Variable Remuneration Program.
Reconciliation of number of shares
Number
of shares
Capital stock
(SEK million)
Number of shares Jan 1, 2012
Number of shares Dec 31, 2012
3, 273,351,735
3, 305,051,735
16,367
16,526
For further information about number of shares, see chapter Share
Information.
Notes to the Consolidated financial statements
Ericsson | Annual Report 2012
75
OUR BUSINESSCorporate governanceSHAREHOLDERSOTHER INFORMATION Equity and Other comprehensive income 2012
2012
January1,2012
Netincome
Group
Joint ventures and associated companies
Othercomprehensiveincome
Remeasurements related to post-employment benefits
Group
Joint ventures and associated companies
Revaluation of other investments in shares and participations
Group
Cash flow hedges
Gains/losses arising during the year
Group
Joint ventures and associated companies
Reclassification adjustments for gains/losses
included in profit or loss
Adjustments for amounts transferred to initial
carrying amount of hedged items
Changes in cumulative translation adjustments
Group
Joint ventures and associated companies
Tax on items relating to components of OCI 3)
Totalothercomprehensiveincome
Totalcomprehensiveincome
Transactionswithowners
Stock issue
Sale/Repurchase of own shares
Stock Purchase Plans
Group
Joint ventures and associated companies
Dividends paid
Transactions with non-controlling interest
December31,2012
Capital stock
Addi tional
paid in capital
Retained
earnings
Stock
holders’
equity
Non-control ling
interest (NCI)
Total
equity
16,367
24,731
102,007
143,105
2,165
145,270
–
–
–
–
–
–
–
–
–
–
–
–
–
–
159
–
–
–
–
–
16,526
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
24,731
17,411
–11,636
17,411
–11,636
163
–
17,574
–11,636
–451
50
–451
50
6
6
1,668
–25
1,668
–25
–568 1)
–568
92
92
–3,898 2)
–511
–422
–4,059
1,716
–3,898
–511
–422
–4,059
1,716
–
–93
405
–
–8,033
–376
95,626
159
–93
405
–
–8,033 4)
–376
136,883
–
–
–
–
–
–
–
–49
–
–
–49
114
–
–
–
–
–599
–80
1,600
–451
50
6
1,668
–25
–568
92
–3,947
–511
–422
–4,108
1,830
159
–93
405
–
–8,632
–456
138,483
1) SEK –172 million is recognized in Net Sales, SEK –232 million is recognized in Cost of Sales, SEK 67 million is recognized in R&D expenses and SEK –231 million is recognized in Other
operating income and expenses.
2) Changes in cumulative translation adjustments include changes regarding revaluation of goodwill in local currency of SEK –1,400 million (SEK 46 million in 2011, SEK –1,480 million in 2010),
gain/loss from hedging activities of foreign entities, SEK 0 million (SEK 9 million in 2011, SEK 385 in 2010), and realized gain/losses net from sold/liquidated companies SEK –461 million (SEK
192 million in 2011, SEK 140 million in 2010).
3) For further disclosures, see Note C8, “Taxes”.
4) Dividends paid per share amounted to SEK 2.50 (SEK 2.25 in 2011 and SEK 2.00 in 2010).
76
Ericsson | Annual Report 2012
Equity and Other comprehensive income 2011
2011
January1,2011
Netincome
Group
Joint ventures and associated companies
Othercomprehensiveincome
Remeasurements related to post-employment benefits
Group
Joint ventures and associated companies
Cash flow hedges
Gains/losses arising during the year
Group
Joint ventures and associated companies
Reclassification adjustments for gains/losses
included in profit or loss
Changes in cumulative translation adjustments
Group
Joint ventures and associated companies
Tax on items relating to components of OCI 3)
Totalothercomprehensiveincome
Totalcomprehensiveincome
Transactionswithowners
Sale of own shares
Stock Purchase Plans
Group
Joint ventures and associated companies
Dividends paid
Transactions with non-controlling interest
December31,2011
Capital stock
Addi tional
paid in capital
Retained
earnings
Stock
holders’
equity
Non-control ling
interest (NCI)
Totalequity
16,367
24,731
104,008
145,106
1,679
146,785
15,727
–3,533
15,727
–3,533
375
–
16,102
–3,533
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–6,963
–212
–6,963
–212
996
11
996
11
–2,028
–2,028
–1,014
–61
2,158
–7,113
5,081
–1,014
–61
2,158
–7,113
5,081
92
92
–
–
–
–
16,367
–
–
–
–
24,731
413
–
–7,207
–380
102,007
413
–
–7,207
–380
143,105
R
e
s
u
l
t
s
–
–
–
–
–
50
–
–
50
425
–
–
–
–248
309
2,165
–6,963
–212
996
11
–2,028
–964
–61
2,158
–7,063
5,506
92
413
–
–7,455
–71
145,270
Notes to the Consolidated financial statements
Ericsson | Annual Report 2012
77
OUR BUSINESSCorporate governanceSHAREHOLDERSOTHER INFORMATION Equity and Other comprehensive income 2010
2010
January1,2010
Netincome
Group
Joint ventures and associated companies
Othercomprehensiveincome
Remeasurements related to post-employment benefits
Group
Joint ventures and associated companies
Revaluation of other investments in shares
and participations
Fair value remeasurement
Group
Joint ventures and associated companies
Cash flow hedges
Gains/losses arising during the year
Group
Joint ventures and associated companies
Reclassification adjustments for gains/losses
included in profit or loss
Adjustments for amounts transferred to initial
carrying amount of hedged items
Changes in cumulative translation adjustments
Group
Joint ventures and associated companies
Tax on items relating to components of OCI
Totalothercomprehensiveincome
Totalcomprehensiveincome
Transactionswithowners
Sale of own shares
Stock Purchase Plans
Group
Joint ventures and associated companies
Dividends paid
Transactions with non-controlling interest
December31,2010
Capital stock
Addi tional
paid in capital
Retained
earnings
Stock
holders’
equity
Non-control ling
interest (NCI)
Totalequity
16,367
24,731
98,772
139,870
1,157
141,027
12,503
–1,357
12,503
–1,357
89
–
12,592
–1,357
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
3,892
–27
3,892
–27
7
–
966
31
–238
–136
–3,269
–438
–1,120
–332
10,814
7
–
966
31
–238
–136
–3,269
–438
–1,120
–332
10,814
52
52
–
–
–
–
–
–
–
–
10
–
–
10
99
–
–
–
–
–
16,367
–
–
–
–
24,731
762
–
–6,391
–
104,008
762
–
–6,391
–
145,106
–
–
–286
708
1,679
3,892
–27
7
–
966
31
–238
–136
–3,259
–438
–1,120
–322
10,913
52
762
–
–6,677
708
146,785
78
Ericsson | Annual Report 2012
C17
Post-Employment Benefits
Ericsson sponsors a number of post-employment benefit plans
throughout the Company, which are in line with market practice
in each country. The year 2012 was characterized by the overall
decrease in discount rates and a positive development of plan assets.
Consequently, the Company experienced a decrease in the net pension
liability. The acquisition of Telcordia resulted in an overfunded provision
for post-employment benefits.
Contents
Amount recognized in the Consolidated balance sheet
Total pension expenses recognized in
the Income statement
Change in the Defined benefit obligation (DBO)
Change in the plan assets
Actuarial gains and losses reported directly in
Other comprehensive income
Actuarial assumptions
Information on issues affecting the net pension
liability for the year
79
80
81
82
83
83
83
R
e
s
u
l
t
s
Amount recognized in the Consolidated balance sheet
Amount recognized in the Consolidated balance sheet
2012
Defined benefit obligation (DBO) 1)
Fair value of plan assets 2)
Deficit/Surplus (+/–)
Unrecognized past service costs
Closing balance
Plans with net surplus excluding asset ceiling 3)
Provision for post-employment benefits 4)
2011
Defined benefit obligation (DBO) 1)
Fair value of plan assets 2)
Deficit/Surplus (+/–)
Unrecognized past service costs
Closing balance
Plans with net surplus excluding asset ceiling 3)
Provision for post-employment benefits 4)
Sweden
EU
US
Other
Total
21,432
15,375
6,057
–
6,057
–
6,057
20,643
13,490
7,153
–
7,153
–
7,153
10,935
10,275
660
–3
657
1,028
1,685
9,994
9,415
579
–
579
953
1,532
16,472
16,263
209
–
209
738
947
3,133
2,337
796
–
796
–
796
3,119
2,729
390
–25
365
449
814
2,605
2,777
–172
–47
–219
754
535
51,958
44,642
7,316
–28
7,288
2,215
9,503
36,375
28,019
8,356
–47
8,309
1,707
10,016
1) For details on DBO, please refer to section “Change in the defined benefit obligation, DBO” of this note.
2) For details on plan assets, please refer to section “Change in the plan assets” of this note.
3) Plans with a net surplus, i.e. where plan assets exceed DBO, are reported as Other financial assets, non-current, see Note C12, “Financial assets”. Asset ceiling amounted to SEK 217 (483)
million.
4) Plans with net liabilities are reported in the balance sheet as Post-employment benefits, non-current.
Notes to the Consolidated financial statements
Ericsson | Annual Report 2012
79
OUR BUSINESSCorporate governanceSHAREHOLDERSOTHER INFORMATION Total pension expenses recognized in the income statement
The expenses for post-employment benefits within Ericsson are
distributed between defined contribution plans and defined benefit
plans, with a trend toward defined contribution plans.
Pension costs for defined contribution plans and defined benefit plans
2012
Pension cost for defined contribution plans
Pension cost for defined benefit plans 1)
Total
Total pension cost expressed as a percentage of wages and salaries
2011
Pension cost for defined contribution plans
Pension cost for defined benefit plans 1)
Total
Total pension cost expressed as a percentage of wages and salaries
2010
Pension cost for defined contribution plans
Pension cost for defined benefit plans 1)
Total
Total pension cost expressed as a percentage of wages and salaries
1) See cost details in table below.
Cost details for defined benefit plans recognized in the income statement
2012
Current service cost
Interest cost
Expected return on plan assets
Past service cost
Curtailments, settlements and other
Total
2011
Current service cost
Interest cost
Expected return on plan assets
Past service cost
Curtailments, settlements and other
Total
2010
Current service cost
Interest cost
Expected return on plan assets
Past service cost
Curtailments, settlements and other
Total
Sweden
EU
US
Other
Total
977
936
1,913
2,039
621
2,660
1,037
762
1,799
520
56
576
458
38
496
528
312
840
404
–454
–50
360
42
402
244
30
274
181
142
323
185
146
331
192
–14
178
2,082
680
2,762
5.7%
3,042
847
3,889
8.9%
2,001
1,090
3,091
7.1%
Sweden
EU
US
Other
Total
777
717
–579
–
21
936
547
714
–558
6
–88
621
631
643
–511
–
–1
762
169
475
–483
13
–118
56
227
461
–474
10
–186
38
290
496
–463
33
–44
312
140
752
–1,060
–1
–285
–454
26
151
–135
–
–
42
32
159
–130
–
–31
30
194
176
–235
8
–1
142
157
169
–243
9
54
146
140
172
–253
9
–82
–14
1,280
2,120
–2,357
20
–383
680
957
1,495
–1,410
25
–220
847
1,093
1,470
–1,357
42
–158
1,090
80
Ericsson | Annual Report 2012
The following sections focus on the defined benefit plans.
Change in the defined benefit obligation (DBO)
The DBO is the gross pension liability.
Change in the defined benefit obligation
2012
Opening balance
Current service cost
Interest cost
Employee contributions
Pension payments
Actuarial gain/loss (–/+)
Settlements
Curtailments
Business combinations 1)
Other
Translation difference
Closing balance
Of which medical benefit schemes
2011
Opening balance
Current service cost
Interest cost
Employee contributions
Pension payments
Actuarial gain/loss (–/+)
Settlements
Curtailments
Business combinations
Other
Translation difference
Closing balance
Of which medical benefit schemes
1) Business combinations in 2012 are related to the acquisition of Telcordia.
Funded Status
The funded ratio, defined as total plan assets in relation to the total
DBO, was 85.9% in 2012, compared to 77.0% in 2011.
The following table summarizes the value of the DBO per
geographical area based on whether there are plan assets wholly or
partially funding each pension plan.
Value of the defined benefit obligation
2012
DBO, closing balance
Of which partially or fully funded
Of which unfunded
2011
DBO, closing balance
Of which partially or fully funded
Of which unfunded
R
e
s
u
l
t
s
Sweden
EU
US
Other
Total
20,643
777
717
–
–282
–436
–22
–
–
35
–
21,432
–
14,980
547
714
–
–220
4,705
–
–88
–
5
–
20,643
–
9,994
169
475
15
–195
634
129
–31
13
–3
–265
10,935
–
8,600
227
461
15
–228
1,030
–
–183
2
1
69
9,994
–
3,133
140
752
–
–871
1,875
–55
–
12,565
–263
–804
16,472
423
2,693
26
151
–
–149
329
–
–
–
22
61
3,133
658
2,605
194
176
7
–130
394
–2
–
–
159
–284
3,119
–
2,437
157
169
1
–144
120
–
–
–
15
–150
2,605
–
36,375
1,280
2,120
22
–1,478
2,467
50
–31
12,578
–72
–1,353
51,958
423
28,710
957
1,495
16
–741
6,184
–
–271
2
43
–20
36,375
658
Sweden
EU
US
Other
Total
21,432
20,916
516
20,643
20,118
525
10,935
9,623
1,312
9,994
8,847
1,147
16,472
15,895
577
3,133
2,447
686
3,119
2,441
678
2,605
2,118
487
51,958
48,875
3,083
36,375
33,530
2,845
Notes to the Consolidated financial statements
Ericsson | Annual Report 2012
81
OUR BUSINESSCorporate governanceSHAREHOLDERSOTHER INFORMATION
Change in the plan assets
A majority of pension plans have assets managed by local Pension
Trust funds, whose sole purpose is to secure the future pension
payments to the employees.
Change in the plan assets
2012
Opening balance
Expected return on plan assets
Actuarial gain/loss (+/–)
Employer contributions
Employee contributions
Pension payments
Settlements
Business combinations 1)
Other
Translation difference
Closing balance
2011
Opening balance
Expected return on plan assets
Actuarial gain/loss (+/–)
Employer contributions
Employee contributions
Pension payments
Other
Translation difference
Closing balance
Sweden
EU
US
Other
Total
13,490
579
377
1,183
–
–247
–17
–
10
–
15,375
12,389
558
–358
1,086
–
–185
–
–
13,490
9,415
483
219
332
15
–153
220
–
–23
–233
10,275
8,205
474
437
397
15
–187
–15
89
9,415
2,337
1,060
994
115
–
–817
–47
13,417
–7
–789
16,263
2,048
135
155
54
–
–98
–
43
2,337
2,777
235
44
121
7
–94
–
–
–22
–339
2,729
2,793
243
–84
125
1
–102
–4
–195
2,777
28,019
2,357
1,634
1,751
22
–1,311
156
13,417
–42
–1,361
44,642
25,435
1,410
150
1,662
16
–572
–19
–63
28,019
1) Business combinations in 2012 are related to the acquisition of Telcordia.
Refunds from or reductions in future contributions to plan assets are recognized if they are available and firmly decided.
Actual return on plan assets
2012
2011
Asset Allocation
2012
Equities
Interest-bearing securities
Other
Total
Of which Ericsson securities
2011
Equities
Interest-bearing securities
Other
Total
Of which Ericsson securities
Sweden
956
200
EU
702
911
US
Other
2,054
289
279
160
Total
3,991
1,560
Sweden
EU
US
Other
Total
4,867
9,665
843
15,375
–
4,503
8,239
748
13,490
–
3,168
5,900
1,207
10,275
–
3,014
5,265
1,136
9,415
–
5,103
10,042
1,118
16,263
–
1,062
1,210
65
2,337
–
319
1,727
683
2,729
–
356
1,846
575
2,777
–
13,457
27,334
3,851
44,642
–
8,935
16,560
2,524
28,019
–
Equity instruments amount to 30% (32%) of the total assets, interest
bearing instruments amount to 61% (59%) of the total assets, and other
instruments amount to 9% (9%) of the total assets.
The contributions to the defined benefit plans for the upcoming year
will be based on the development of the financial markets as well as on
the growth of the pension liability, and how these developments affect
the target funding ratio of the Company.
Actuarial gains and losses reported directly in Other
comprehensive income
Since January 1, 2006, the Company applies immediate recognition
of actuarial gains and losses directly in the statement of Other
comprehensive income. Actuarial gains and losses may arise from
either a change in actuarial assumptions or in deviations between
estimated and actual outcome.
82
Ericsson | Annual Report 2012
Multi-year summary
Plan assets
DBO
Deficit/Surplus (–/+)
Actuarial gains
and losses (–/+)
Experience-based
adjustments of
pension obligations
Experience-based
adjustments of plan
assets
2012
2011
2010
2009
2008
44,642
51,958
–7,316
28,019
36,375
–8,356
25,435
23,206
28,710 30,717
–7,511
–3,275
19,037
28,010
–8,973
Actuarial gains and losses reported directly in Other
comprehensive income
Cumulative gain/loss (–/+) at beginning of year
Recognized gain/loss (–/+) during the year
Translation difference
Cumulative gain/loss (–/+) at end of year
2012
7,911
833
–48
8,696
2011
1,849
6,034
28
7,911
–362
–463
177
310
57
Total remeasurements in Other comprehensive income related
to post-employment benefits
–1,634
–150
–653
–1,191
2,952
Actuarial gains and losses (+/–)
The effect of asset ceiling
Swedish special payroll taxes
Total
Actuarial gains and losses for joint ventures and
associated companies
2012
–833
266
116
–451
2011
–6,034
208
–1,137
–6,963
50
–212
R
e
s
u
l
t
s
Actuarial assumptions
Financial and demographic actuarial assumptions
2012
Discount rate
Expected return on plan assets for the year
Future salary increases
Inflation
Health care cost inflation, current year
Life expectancy after age 65 in years, males
Life expectancy after age 65 in years, females
2011
Discount rate
Expected return on plan assets for the year
Future salary increases
Inflation
Health care cost inflation, current year
Life expectancy after age 65 in years, males
Life expectancy after age 65 in years, females
Sweden
EU 1)
US 1)
Other 1)
3.50%
4.33%
3.25%
2.00%
n/a
22
24
3.50%
4.55%
3.25%
2.00%
n/a
22
24
4.55%
5.11%
3.63%
2.20%
n/a
22
24
4.90%
5.73%
3.71%
2.74%
n/a
22
24
4.00%
7.00%
4.50%
2.50%
9.00%
19
21
5.23%
7.00%
4.50%
2.50%
9.00%
19
21
7.24%
9.06%
5.57%
1.35%
n/a
19
22
8.18%
9.27%
6.07%
3.43%
n/a
19
22
1) Weighted average for disclosure purposes only. Land specific assumptions were used for each actuarial calculation.
> Actuarial assumptions are assessed on a quarterly basis
> The discount rate for each country is determined by reference
to market yields on high-quality corporate bonds. In countries
where there is no deep market in such bonds, the market yields on
government bonds are used.
> The overall expected long-term return on plan assets is a weighted
average of each asset category’s expected rate of return. The
expected return on interest-bearing investments is set in line with
each country’s market yield. Expected return on equities is derived
from each country’s risk free rate with the addition of a risk premium.
> Salary increases are partially affected by fluctuations in inflation rate.
> The net periodic pension cost and the present value of the DBO for
current and former employees are calculated using the Projected
Unit Credit (PUC) actuarial cost method, where the objective is to
spread the cost of each employee’s benefits over the period that the
employee works for the Company.
Sensitivity analysis for medical benefit schemes
A one percent change in the assumed trend rate of medical cost would
have the following effect (in SEK million):
Sensitivity analysis for medical benefit schemes
Net periodic post-employment medical cost
Accumulated post-employment benefit obligation
for medical costs
1%
increase
1%
decrease
3
32
–3
–28
Information on issues affecting the net pension liability for
the year
Sweden
The defined benefit obligation has been calculated using a discount rate
based on yields of covered bonds, which is higher than a discount rate
based on yields of government bonds. The Swedish covered bonds are
considered high-quality bonds, mainly AAA-rated, as they are secured
with assets, and the market for covered bonds is considered deep and
liquid, thereby meeting IAS19 requirements.
As before, Ericsson has secured the disability and survivors’ pension
part of the ITP Plan through an insurance solution with the insurance
company Alecta. Although this part of the plan is classified as a
multi-employer defined benefit plan, it is not possible to get sufficient
Notes to the Consolidated financial statements
Ericsson | Annual Report 2012
83
OUR BUSINESSCorporate governanceSHAREHOLDERSOTHER INFORMATION information to apply defined benefit accounting, and therefore, it has
been accounted for as a defined contribution plan.
different from those in IAS 19. Alecta’s collective funding ratio was 129%
(113%) as of December 31, 2012.
Alecta has a collective funding ratio which is a buffer for its insurance
commitments to protect against fluctuations in investment return and
insurance risks. Alecta’s target ratio is 140% and reflects the fair value
of Alecta’s plan assets as a percentage of plan commitments, then
measured in accordance with Alecta’s actuarial assumptions, which are
Contingent liabilities include the Company’s mutual responsibility
as a credit insured company of PRI Pensionsgaranti in Sweden. This
mutual responsibility can only be imposed in case PRI Pensionsgaranti
has consumed all of their assets, and it amounts to a maximum of 2%
of the company’s pension liability in Sweden.
C18
Provisions
Provisions
2012
Opening balance
Additions
Reversal of excess amounts
Negative effect on Income Statement
Cash out/utilization
Balances regarding divested/acquired businesses
Reclassification
Translation differences
Closing balance
2011
Opening balance
Additions
Reversal of excess amounts
Negative effect on Income Statement
Cash out/utilization
Balances regarding divested/acquired businesses
Reclassification
Translation differences
Closing balance
Provisions will fluctuate over time depending on business mix, market
mix and technology shifts. Risk assessment in the ongoing business is
performed monthly to identify the need for new additions and reversals.
Management uses its best judgment to estimate provisions based on
this assessment. In certain circumstances, provisions are no longer
required due to more favo rable outcomes than anticipated, which affect
the provisions balance as a reversal. In other cases the outcome can be
negative, and if so, a charge is recorded in the income statement.
For 2012, new or additional provisions amounting to SEK 7.0
billion were made, and SEK 1.1 billion were reversed. The actual cash
outlays for 2012 were SEK 3.5 billion compared with the estimated
SEK 3.5 billion. The main part of the total cash out for 2012 is warranty
provisions of SEK 1.2 billion and restructuring provisions of SEK 1.2
billion. The expected total cash outlays in 2013 is approximately SEK 7
billion.
Of the total provisions, SEK 211 (280) million are classified as non-
current. For more information, see Note C1, “Significant accounting
policies” and Note C2, “Critical accounting estimates and judgments”.
Warranty provisions
Warranty provisions are based on historic quality rates for established
products as well as estimates regarding quality rates for new products
and costs to remedy the various types of faults predicted. Provisions
amounting to SEK 1.1 billion were made and due to more favorable
outcomes in certain cases reversals of SEK 0.2 billion were made. The
actual cash outlays for 2012 were SEK 1.2 billion and in line with the
expected SEK 1 billion. The cash outlays of warranty provisions during
year 2013 are estimated to approximately SEK 1 billion.
84
Ericsson | Annual Report 2012
Warranty
Restruc turing Project related
Other
Total
1,888
1,088
–157
–1,188
48
1
–85
1,595
2,469
1,433
–440
–1,527
21
–
–68
1,888
1,327
1,234
–150
–1,170
–
11
–34
1,218
3,230
1,806
–407
–3,223
–
–48
–31
1,327
718
278
–234
–376
10
4
–22
378
1,105
563
–164
–662
–
–111
–13
718
2,332
4,411
–532
–741
82
–38
–67
5,447
2,940
1,005
–908
–575
2
–87
–45
2,332
6,265
7,011
–1,073
5,938
–3,475
140
–22
–208
8,638
9,744
4,807
–1,919
2,888
–5,987
23
–246
–157
6,265
Restructuring provisions
In 2012 SEK 1.2 billion in provision were made and SEK 0.1 billion were
reversed due to a more favorable outcome than expected. The cash
outlays were SEK 1.2 billion for the full year and in line with the expected
SEK 1 billion. SEK 0.6 billion were related to restructuring programs
before 2011. The cash outlays for 2013 are estimated to approximately
SEK 1 billion.
Project related provisions
Project provisions relate to estimated losses on onerous contracts,
including probable contractual penalties. Provisions amounting to SEK
0.3 billion were made and SEK 0.2 billion were reversed due to a more
favorable outcome than expected. The cash outlays of project related
provisions were SEK 0.4 billion and in line with the estimated SEK 0.5
billion. The cash outlays for 2013 are estimated to approximately SEK
0.4 billion.
Other provisions
Other provisions include provisions for tax issues, litigations, supplier
claims, and other. During 2012, new provisions amounting to SEK 4.4
billion were made, of which 3.3 billion was related to ST-Ericsson, for
further information, see Note C3, “Segment information”. SEK 0.5 billion
were reversed during 2012 due to a more favorable outcome. The cash
outlays were SEK 0.7 billion in 2012 compared to the estimate of SEK 1
billion. For 2013, the cash outlays are estimated to approximately SEK
5 billion.
C19
Interest-Bearing Liabilities
As of December 31, 2012, the Company’s outstanding interest-bearing
liabilities were SEK 28.7 (31.0) billion.
Interest-bearing liabilities
Borrowings, current
Current part of non-current borrowings 1)
Other current borrowings
Total current borrowings
Borrowings, non-current
Notes and bond loans
Other borrowings, non-current
Total non-current interest-bearing liabilities
Total interest-bearing liabilities
1) Including notes and bond loans of SEK 2,671 (3,461) million.
2012
2011
3,018
1,751
4,769
16,519
7,379
23,898
28,667
4,314
3,451
7,765
17,197
6,059
23,256
31,021
All outstanding notes and bond loans are issued by the Parent
Company under its Euro Medium-Term Note (EMTN) program or under
its SEC Registered program. Bonds issued at a fixed interest rate are
normally swapped to a floating interest rate using interest rate swaps
leaving a maximum of 50% of outstanding loans at fixed interest rates.
It resulted in a weighted average interest rate of 4.69% (4.21%). These
bonds are revalued based on changes in benchmark interest rates
Notes, bonds and bilateral loans
according to the fair value hedge methodology stipulated in IAS 39.
In May 2012 the Company placed a US dollar denominated 1 billion
10-year bond with a fixed coupon rate of 4.125%. The offer was made
pursuant to the Company’s shelf registration statement filed with the
SEC in April 2012, and a prospectus supplement thereto. This was the
Company´s debut issue on the US bond market.
In June 2012 the Company repurchased notes with a nominal value
of EUR 286.79 million from the EUR 600 million 5% Notes due 2013
and notes with a nominal value of EUR 154.52 million from the EUR 375
million Floating Rate Notes due 2014 pursuant to a tender offer process.
In July 2012 the Company signed a loan of EUR 150 million with
the Nordic Investment Bank (NIB). The loan is divided into two equal
tranches with respective seven- and nine-year maturity and was
disbursed in December 2012. The loan supports the Company’s
R&D activities to develop the next generation radio and IP technology
supporting Mobile Broadband build-out globally.
In October 2012 the Company signed a loan agreement with
the European Investment Bank (EIB). The loan amount is EUR 500
million (or the equivalent in USD), and the Company has an option
for disbursement until April 2014. This loan facility currently remains
undrawn. The loan will mature seven years after disbursement. The
loan supports the Company’s R&D activities to further develop the next
generation radio and IP technology that supports mobile broadband
build-out globally.
R
e
s
u
l
t
s
Issued–maturing
Notes and bond loans
2007–2014
2007–2017
2009–2013
2009–2016 3)
2010–2020 4)
2012–2022
Total notes and bond loans
Bilateral loans
2008–2015 5)
2012–2019 6)
2012–2021 7)
Total bilateral loans
Nominal
amount
Coupon
Currency
Book value
(SEK m.)
0.484%
5.375%
5.000%
4.125%
220
500
313
300
170
1,000
4,000
98
98
EUR
EUR
EUR
USD
USD
USD
SEK
USD
USD
1,891
5,117 2)
2,671 2)
1,952
1,106
6,453
19,190
4,000
636
637
5,273
1) Next contractual repricing date March 27, 2013 (quarterly).
2) Interest rate swaps are designated as fair value hedges.
3) Private Placement, Swedish Export Credits Guarantee Board (EKN) / Swedish Export Credit Corporation (SEK).
4) Private Placement, Swedish Export Credit Corporation (SEK).
5) European Investment Bank (EIB), R&D project financing.
6) Nordic Investment Bank (NIB), R&D project financing.
7) Nordic Investment Bank (NIB), R&D project financing.
Unrealized hedge
gain/loss (included
in book value)
–799
–30
–829
Maturity date
Jun 27, 2014 1)
Jun 27, 2017
Jun 24, 2013
Jun 23, 2016
Dec 23, 2020
May 15, 2022
Jul 15, 2015
Sep 30, 2019
Sep 30, 2021
Notes to the Consolidated financial statements
Ericsson | Annual Report 2012
85
OUR BUSINESSCorporate governanceSHAREHOLDERSOTHER INFORMATION C20
Financial Risk Management and
Financial Instruments
The Company’s financial risk management is governed by a policy
approved by the Board of Directors. The Finance Committee of the
Board of Directors is responsible for overseeing the capital structure
and financial management of the Company and approving certain
matters (such as investments, customer finance commitments,
guarantees and borrowing) and is continuously monitoring the exposure
to financial risks.
The Board of Directors has established risk limits for defined exposures
to foreign exchange and interest rate risks as well as to political risks in
certain countries.
For further information about accounting policies, see Note C1,
“Significant accounting policies”.
Foreign exchange risk
The Company is a global company with sales mainly outside Sweden.
Revenues and costs are to a large extent in currencies other than SEK
and therefore the financial results of the Company are impacted by
currency fluctuations.
The Company defines its managed capital as the total Company
The Company reports the financial accounts in SEK and movements
equity. For the Company, a robust financial position with a strong
equity ratio, investment grade rating, low leverage and ample liquidity is
deemed important. This provides financial flexibility and independence
to operate and manage variations in working capital needs as well as to
capitalize on business opportunities.
The Company’s overall capital structure should support the financial
targets: to grow faster than the market, deliver best-in-class margins
and generate a healthy cash flow. The capital structure is managed
by balancing equity, debt financing and liquidity in such a way that the
Company secure funding of operations at a reasonable cost of capital.
Regular borrowings are complemented with committed credit facilities
to give additional flexibility to manage unforeseen funding needs. The
Company strive to finance growth, normal capital expenditures and
dividends to shareholders by generating sufficient positive cash flows
from operating activities.
in exchange rates between currencies will affect:
> Specific line items such as Net sales and Operating income
> The comparability of our results between periods
> The carrying value of assets and liabilities
> Reported cash flows.
Net sales and Operating income are affected by changes in foreign
exchange rates from two different kinds of exposures, translation
exposure and transaction exposure. In the Operating income we are
primarily exposed to transaction exposure which is partially addressed
by hedging.
Currency exposure, SEK billion
Exposure
currency
Translation
exposure
Transaction
exposure
Net
exposure
Net
expo sure,
percent
of total
The Company’s capital objectives are:
> An equity ratio above 40%
> A cash conversion rate above 70%
> To maintain a positive net cash position
> To maintain a solid investment grade rating by Moody’s
and Standard & Poor’s.
Capital objectives related information, SEK billion
Capital
Equity ratio
Cash conversion rate
Positive net cash
Credit rating
Moody’s
Standard & Poor’s
2012
138
50%
116%
38.5
2011
145
52%
40%
39.5
A3
BBB+
A3
BBB+
The Company has a treasury function with the principal role to ensure
that appropriate financing is in place through loans and committed
credit facilities, to actively manage the Company’s liquidity as well as
financial assets and liabilities, and to manage and control financial
risk exposures in a manner consistent with underlying business risks
and financial policies. Hedging activities, cash management and
insurance management are largely centralized to the treasury function
in Stockholm.
The Company also has a customer finance function with the main
objective to find suitable third-party financing solutions for customers
and to minimize recourse to the Company. To the extent customer loans
are not provided directly by banks, the Parent Company provides or
guarantees vendor credits. The customer finance function monitors the
exposure from outstanding vendor credits and credit commitments.
The Company classifies financial risks as:
> Foreign exchange risk
>
> Credit risk
> Liquidity and refinancing risk
> Market price risk in own and other equity instruments.
Interest rate risk
86
Ericsson | Annual Report 2012
Net sales
SEK
USD
EUR
CNY
JPY
INR
BRL
GBP
Other
Pre-hedge total
Hedge
Total Net sales
Net cost
SEK
USD
EUR
CNY
JPY
INR
BRL
GBP
Other
Pre-hedge total
Hedge
Total Net cost
Operating income
43.2
57.2
29.7
12.1
17.5
6.1
7.0
6.3
48.5
–43.4
–57.9
–27.4
–11.5
–16.1
–5.1
–6.5
–5.9
–43.9
–40.5
38.9
11.4
–0.2
0.5
0.0
–0.3
–1.3
–8.5
–29.9
–12.6
–4.7
0.7
11.5
2.4
0.7
0.3
31.6
1%
42%
18%
5%
8%
3%
3%
2%
18%
100%
33%
32%
15%
5%
2%
1%
3%
3%
6%
100%
2.7
96.1
41.1
11.9
18.0
6.1
6.7
5.0
40.0
227.6
0.2
227.8
–73.3
–70.5
–32.1
–10.8
–4.6
–2.7
–5.8
–5.6
–12.3
–217.7
0.4
–217.3
10.5
Translation exposure
Translation exposure relates to Sales and Cost of sales in foreign
entities when translated into SEK upon consolidation. These exposures
can not be addressed by hedging, but as the Income Statement is
translated using average rate (average rate gives a good approximation),
the impact of volatility in foreign currency rates is reduced.
derivative instruments into consideration. Interest-bearing liabilities
do not have a duration target as the duration of the fixed rate portion
will be determined by markets conditions when liabilities are issued,
Group Treasury has a mandate to deviate from the asset management
benchmark given by the Board and take foreign exchange positions up
to an aggregated risk of VaR SEK 45 million given a confidence level of
99% and a 1-day horizon.
Interest duration, SEK billion
< 3M
<1Y
1-3Y
3-5Y
>5Y
Total
Interest Bearing Trading
Interest Bearing Assets
Interest Bearing Liabilities
4.7
58.2
–11.7
–5.4
2.6
–5.1
1.0
11.5
0.0
0.0
3.6
–4.2
–0.3
0
0.8
76.7
–7.7 –28.7
When managing the interest rate exposure, the Company uses
derivative instruments, such as interest rate swaps. Derivative
instruments used for converting fixed rate debt into floating rate
debt are designated as fair value hedges.
R
e
s
u
l
t
s
Fair value hedges
The purpose of fair value hedges is to hedge the variability in the fair
value of fixed-rate debt (issued bonds) from changes in the relevant
benchmark yield curve for its entire term by converting fixed interest
payments to a floating rate (e.g. STIBOR or LIBOR) by using interest
rate swaps (IRS). The credit risk/spread is not hedged.
The fixed leg of the IRS is matched against the cash flows of the
hedged bond. Hereby the fixed-rate bond/debt is converted into a
floating-rate debt in accordance with the policy.
Outstanding derivatives 1)
Fair value
Currency derivatives
Maturity within 3 months
Maturity between 3 and 12
months
Maturity 1 to 3 years
Total
Of which designated in cash
flow hedge relations
Of which designated in net
investment hedge relations
Interest rate derivatives
Maturity within 3 months
Maturity between 3
and 12 months
Maturity 1 to 3 years
Maturity 3 to 5 years
Maturity more than 5 years
Total
Of which designated in fair
value hedge relations
Asset
976
611
4
1,591
816
–
–
2012
Liability
2011
Liability
Asset
60
10
–
70
6
–
–
557
881
364
–
921
393
–
1,274
333
638
–
–
–
5
487
565
1,212
38
2,302 2)
285
681
739
–
1,705
324
380
416
778
1,898 2)
367
618
815
161
1,966
969
–
1,002
–
1) Some of the derivatives hedging non-current liabilities are recognized in the balance sheet
as non-current derivatives due to hedge accounting.
2) Of which SEK 825 (816) million is reported as non-current assets.
Transaction exposure
Transaction exposure relates to Sales and Cost of sales in non-reporting
currencies in individual group companies. Foreign exchange risk is as
far as possible concentrated to Swedish group companies, primarily
Ericsson AB. Sales to foreign subsidiaries are normally denominated in
the functional currency of the customers and are normally denominated
in USD or other foreign currency. In order to limit the exposure toward
exchange rate fluctuations on future revenues and costs, committed
and forecasted future sales and purchases in major currencies are
hedged with 7% of 12-month forecast monthly. This corresponds to
approximately 5–6 months of an average forecast.
According to Company policy, transaction exposure in
subsidiaries’ balance sheets (i.e. trade receivables and payables
and customer finance receivables) should be fully hedged, except
for non-tradable currencies.
Foreign exchange exposures in balance sheet items are hedged
through offsetting balances or derivatives.
As of December 31, 2012, outstanding foreign exchange derivatives
hedging transaction exposures had a net market value of SEK 1.1 (–0.5)
billion. The market value is partly deferred in the hedge reserve in other
comprehensive income to offset the gains/losses on hedged future
sales in foreign currency.
Cash flow hedges
The purpose of hedging forecasted revenues and costs is to reduce
volatility in the income statement. Hedging is done by selling or buying
foreign currencies against the functional currency of the hedging entity
using foreign exchange forwards.
Hedging is done based on a rolling 12-month exposure forecast. The
Company uses a layered hedging approach, where the closest quarters
are hedged to a higher degree than later quarters. Each consecutive
quarter is hereby hedged on several occasions and is covered by an
aggregate of hedging contracts initiated at various points in time, which
supports the objective of reducing volatility in the income statement
from changes in foreign exchange rates.
Translation exposure in net assets
The Company has many subsidiaries operating outside Sweden with
other functional currencies than SEK. The results and net assets of
such companies are exposed to exchange rate fluctuations, which
affect the consolidated income statement and balance sheet when
translated to SEK. Translation risk related to forecasted results from
foreign operations can not be hedged, but net assets can be addressed
by hedging.
Translation exposure in foreign subsidiaries is hedged according to
the following policy established by the Board of Directors:
Translation risk related to net assets in foreign subsidiaries is hedged
up to 20% in selected companies. The translation differences reported
in Other comprehensive income during 2012 were negative, SEK –3.9
(–1.0) billion, including hedging gain/loss of SEK 0.0 (0.0) billion.
Interest rate risk
The Company is exposed to interest rate risk through market
value fluctuations in certain balance sheet items and through
changes in interest revenues and expenses. The net cash position
was SEK 38.5 (39.5) billion at the end of 2012, consisting of cash,
cash equivalents and short-term investments of SEK 76.7 (80.5)
billion and interest-bearing liabilities and post-employment benefits
of SEK 38.2 (41.0) billion.
The Company manages the interest rate risk by (i) matching fixed
and floating interest rates in interest-bearing balance sheet items and
(ii) avoiding significant fixed interest rate exposure in the Company’s
net cash position. The policy is that interest-bearing assets shall
have an average interest duration between 10 and 14 months, taking
Notes to the Consolidated financial statements
Ericsson | Annual Report 2012
87
OUR BUSINESSCorporate governanceSHAREHOLDERSOTHER INFORMATION Refinancing risk
Refinancing risk is the risk that the Company is unable to refinance
outstanding debt at reasonable terms and conditions, or at all, at a
given point in time.
Repayment schedule of non-current borrowings 1)
Nominal
amount
(SEK billion)
Current
maturities
of long- term
debt
Notes
and bonds
(non-current)
Liabilities
to financial
institutions
(non-current)
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
Total
3.0
–
–
–
–
–
–
–
–
–
3.0
–
1.9
–
2.0
4.3
–
–
1.1
–
6.4
15.7
–
–
5.1
–
–
–
0.6
–
0.6
–
6.3
Total
3.0
1.9
5.1
2.0
4.3
–
0.6
1.1
0.6
6.4
25.0
1) Excluding finance leases reported in Note C27, “Leasing”.
Debt financing is mainly carried out through borrowing in the Swedish
and international debt capital markets.
Bank financing is used for certain subsidiary funding and to obtain
committed credit facilities.
Funding programs 1)
Euro Medium-Term Note program
(USD million)
SEC Registered program (USD Million)
Long-term Committed Credit facility
(USD million)
Indian Commercial Paper program
(INR million)
EIB Committed Credit Facility (EUR
million)
Amount
Utilized Unutilized
5,000
– 2)
1,833
1,000
3,167
–
2,000
–
2,000
5,000
3,750
1,250
500
–
500
1) There are no financial covenants related to these programs.
2) Program amount indeterminate.
At year-end, the Company’s credit ratings remained at A3 (stable) by
Moody’s and BBB+ (stable) by Standard & Poor’s. Both credit ratings
are considered to be solid investment grade.
In early 2013 Standard & Poor’s changed the credit rating from
BBB+ outlook stable to outlook negative and Moody’s changed the
credit rating from A3 with outlook stable to outlook negative.
Financial instruments carried at other than fair value
The fair value of the Company’s financial instruments, recognized at
fair value, are determined based on quoted market prices or rates.
In the following tables, carrying amounts and fair values of financial
instruments that are carried in the financial statements at other than
fair values are presented. Assets valued at fair value through profit
or loss showed a net gain of SEK 2.7 billion. For further information
about valuation principles, please see Note C1, “Significant accounting
policies”.
Sensitivity analysis
The Company uses the VaR methodology to measure foreign exchange
and interest rate risks in portfolios managed by Treasury. This statistical
method expresses the maximum potential loss that can arise with a
certain degree of probability during a certain period of time. For the
VaR measurement, the Company has chosen a probability level of 99%
and a 1-day time horizon. The daily VaR measurement uses market
volatilities and correlations based on historical daily data (one year).
The average VaR calculated for 2012 was SEK 9.8 (20.6) million for
the combined mandates. No VaR-limits were exceeded during 2012.
Financial credit risk
Financial instruments carry an element of risk in that counterparts may
be unable to fulfill their payment obligations. This exposure arises in the
investments in cash, cash equivalents, short-term investments and from
derivative positions with positive unrealized results against banks and
other counterparties.
The Company mitigates these risks by investing cash primarily
in well-rated securities such as treasury bills, government bonds,
commercial papers, and mortgage covered bonds with short-term
ratings of at least A-1/P-1 and long-term ratings of AAA. Separate
credit limits are assigned to each counterpart in order to minimize risk
concentration. We have had no sub-prime exposure in our investments.
All derivative transactions are covered by ISDA netting agreements
to reduce the credit risk. No credit losses were incurred during 2012,
SEK 0.0 (0.0) billion, neither on external investments nor on derivative
positions.
At December 31, 2012, the credit risk in financial cash instruments
was equal to the instruments’ carrying value. Credit exposure in
derivative instruments was SEK 3.9 (2.8) billion.
Liquidity risk
Liquidity risk is that the Company is unable to meet its short-term
payment obligations due to insufficient or illiquid cash reserves.
The Company minimizes the liquidity risk by maintaining a
sufficient net cash position. This is managed through centralized cash
management, investments in highly liquid interest-bearing securities,
and by having sufficient committed credit lines in place to meet potential
funding needs. For information about contractual obligations, please
see Note C31, “Contractual obligations”. The current cash position is
deemed to satisfy all short-term liquidity requirements.
During 2012, cash and bank and short-term investments decreased
by SEK 3.8 billion to SEK 76.7 billion.
Cash, cash equivalents and short-term investments
SEK billion
Bank Deposits
Type of issuer/counterpart
Governments
Corporations
Mortgage institutes
2012
2011
Remaining time to maturity
< 3
months
1–5
years
< 1
year
>5
years
40.6
0.2
–
–
3.4
3.1
–
47.1
44.7
4.5
–
0.1
4.8
4.0
10.8
–
13.2
24.0
29.8
0.8
–
–
0.8
2.0
Total
40.8
19.5
3.1
13.3
76.7
80.5
The instruments are either classified as held for trading or as assets
available for sale with maturity less than one year and are therefore
short-term investments. Cash, Cash equivalents and short-term
investments are mainly held in SEK unless off-set by EUR-funding.
88
Ericsson | Annual Report 2012
Financial instruments carried at other than fair value 1)
SEK billion
Current part of
non-current borrowings
Notes and bonds
Other borrowings non-
current
Total
Book value
2012
2011
Fair value
2012
2011
3.0
16.5
7.4
26.9
4.3
17.2
4.9
26.4
3.0
17.0
7.6
27.6
4.3
17.1
4.9
26.3
1) Excluding finance leases reported in Note C27, “Leasing”.
Financial instruments excluded from the tables, such as trade
receivables and payables, are carried at amortized cost which is
deemed to be equal to fair value. When a market price is not readily
available and there is insignificant interest rate exposure affecting
the value, the carrying value is considered to represent a reasonable
estimate of fair value.
Market price risk in own shares and other listed
equity investments
Risk related to our own share price
The Company is exposed to the development of its own share price
through stock purchase plans for employees and synthetic share-based
compensations to the Board of Directors.
Stock purchase plans for employees
The obligation to deliver shares under the stock purchase plan is
covered by holding Ericsson Class B shares as treasury stock. A
change in the share price will result in a change in social security
charges, which represents a risk to the income statement. The cash
flow exposure is fully hedged through the holding of Ericsson Class
B shares as treasury stock to be sold to generate funds to cover also
social security payments.
Synthetic share-based compensations to the Board of Directors
For these plans, the Company is exposed to risks in relation to own
share price, both in relation to compensation expenses and social
security charges. The obligation to pay compensation amounts under
the synthetic share-based compensations to the Board of Directors is
covered by a liability in the balance sheet.
For further information about the stock purchase plan and the
synthetic share-based compensations to the Board of Directors,
please see note C28, “Information regarding members of the board of
directors, the Group management and employees”.
R
e
s
u
l
t
s
Financial instruments, book value
SEK billion
Note
Assets at fair value
through profit or loss
Loans and receivables
Financial liabilities at
amortized cost
Total
Customer
finance
Trade
receiv-
ables
Short-term
invest-
ments
Cash
equiva-
lents
Borrow-
ings
Trade
payables
Other
financial
assets
Other
current
receiv-
ables
Other
current
liabilities
C14
–
5.3
–
5.3
C14
–
63.7
–
63.7
C19
C22
C12
C15
32.0
–
–
32.0
12.2
2.1
–
14.3
–
–
–
–
–28.7
–28.7
–23.1
–23.1
0.8
3.2
–
4.0
3.1
–
–
3.1
C21
–1.8
–
–
–1.8
2012
2011
46.3
74.3
–51.8
68.8
43.4
79.2
–56.3
66.3
C21
Other Current Liabilities
Other current liabilities
Income tax liabilities
Advances from customers
Liabilities to associated companies
and joint ventures
Accrued interest
Accrued expenses, of which
Employee related
Supplier related
Other 1)
Deferred revenues
Derivatives with a negative value 2)
Other 3)
Total
2012
3,878
4,754
–
259
32,353
11,166
11,440
9,747
11,658
1,775
6,431
61,108
2011
2,691
3,942
119
351
32,652
11,314
11,621
9,717
8,722
3,240
6,253
57,970
1) Major balance relates to accrued expenses for customer projects.
2) See Note C20, “Financial risk management and financial instruments”.
3) Includes items such as VAT and withholding tax payables and other payroll deductions,
and liabilities for goods received where invoice is not yet received.
C22
Trade Payables
Trade payables
Payables to associated
companies and joint ventures
Other
Total
C23
Assets Pledged as Collateral
Assets pledged as collateral
Chattel mortgages
Bank deposits
Total
2012
2011
81
23,019
23,100
102
25,207
25,309
2012
2011
185
335
520
185
267
452
Notes to the Consolidated financial statements
Ericsson | Annual Report 2012
89
OUR BUSINESSCorporate governanceSHAREHOLDERSOTHER INFORMATION
C24
Contingent Liabilities
Contingent liabilities
Contingent liabilities
Total
2012
613
613
2011
609
609
Contingent liabilities assumed by Ericsson include guarantees of loans
to other companies of SEK 24 (25) million. Ericsson has SEK 59 (111)
million issued to guarantee the performance of a third party.
All ongoing legal and tax proceedings have been evaluated, their
potential economic outflows and probability estimated and necessary
provisions made. In Note C2, “Critical Accounting Estimates and
Judgments”, a further disclosure is presented in relation to (i) key
sources of estimation uncertainty and (ii) the decision made in relation
to accounting policies applied.
Financial guarantees for third party amounted to SEK 286 (449)
million as of December 31, 2012. Maturity date for major part of the
issued guarantees occurs in 2021 at latest.
C25
Statement of Cash Flows
Interest paid in 2012 was SEK 1,650 million (SEK 1,422 million in 2011,
SEK 977 million in 2010) and interest received was SEK 1,883 million
(SEK 2,632 million in 2011, SEK 1,083 million in 2010). Taxes paid,
including withholding tax, were SEK 5,750 million (SEK 4,393 million
in 2011, SEK 4,808 million in 2010).
Cash and cash equivalents includes cash of SEK 30,358 (29,471)
million and temporary investments of SEK 14,324 (9,205) million. For
more information regarding the disposition of cash and cash equivalents
and unutilized credit commitments, see Note C20, “Financial risk
management and financial instruments”.
The Company holds cash or cash equivalents in countries where
exchange controls or legal restrictions apply. These restrictions normally
refer to approval procedures prior to cross-border cash transfers. The
amount of cash and cash equivalents in such countries amounts to SEK
10.6 (13.9) billion. Of this amount, SEK 9.2 (12.8) billion can be used for
repayment of external and internal liabilities as well as other operating
needs. Therefore, net cash and cash equivalents that are not readily
available for use by the Group is SEK 1.4 (1.1) billion.
Adjustments to reconcile net income to cash
Property, plant and equipment
Depreciation
Impairment losses/reversals
of impairments
Total
Intangible assets
Amortization
Capitalized development expenses
Intellectual Property Rights, brands
and other intangible assets
Total amortization
Impairments
Capitalized development expenses
Intellectual Property Rights, brands
and other intangible assets
Total
Total depreciation, amortization
and impairment losses on property,
plant and equipment and intangible
assets
Taxes
Dividends from joint ventures/
associated companies 1)
Undistributed earnings in joint
ventures/associated companies 1)
Gains/losses on sales of investments
and operations, intangible assets
and PP&E, net 2)
Other non-cash items 3)
Total adjustments to reconcile
net income to cash
2012
2011
2010
4,052
3,499
3,299
–40
4,012
47
3,546
–3
3,296
1,058
995
664
4,436
5,494
4,470
5,465
4,999
5,663
266
7
49
117
5,877
18
5,490
945
6,657
9,889
–1,140
9,036
1,994
9,953
351
133
177
119
11,636
3,533
1,357
–8,087
646
–159
–1,968
–237
947
13,077
12,613
12,490
1) See Note C12, “Financial assets, non-current”.
2) See Note C26, “Business combinations”.
3) Refers mainly to unrealized foreign exchange, gains/losses on financial instruments.
Acquisitions/divestments of subsidiaries and other operations
Acquisitions Divestments
2012
Cash flow from business combinations 1)
Acquisitions/divestments of other
investments
Total
–11,575
9,502
46
–11,529
–50
9,452
2011
Cash flow from business combinations 1)
Acquisitions/divestments of other
investments
Total
2010
Cash flow from business combinations 1)
Total
1) See also Note C26, “Business combinations”.
–1,232
–1,949
–3,181
–3,286
–3,286
–28
81
53
454
454
90
Ericsson | Annual Report 2012
C26
Business Combinations
Acquisitions and divestments
Acquisitions
Acquisitions 2010–2012
Cash
Total consideration
Acquisition-related costs 2)
Net asset acquired
Cash and cash equivalents
Property, plant and equipment
Intangible assets
Investments in joint ventures and
associated companies
Other assets
Provisions, including post-
employment benefits
Other liabilities
Total identifiable net assets
2012
12,564 1)
12,564
150
1,139
480
6,672
–
2,105
714
–3,214
7,896
2011
1,162
1,162
77
7
259
382
120
140
–23
–37
848
2010
3,789
3,789
67
570
205
3,825
138
2,506
–390
–3,573
3,281
Non-controlling interest
Goodwill
–748
1,256
3,789
1) The cash transaction includes payment of external loan of SEK 6.2 billion and investment
375
4,293
12,564
54
260
1,162
in subsidiary of SEK 2.5 billion.
2) Acquisition-related costs are included in Selling and administrative expenses in the
consolidated income statement.
In 2012, Ericsson made acquisitions with a negative cash flow effect
amounting to SEK 11,575 (1,232) million. The acquisitions consist
primarily of:
> BelAir: On April 2, 2012, the Company acquired 100% of the shares
in BelAir Networks, a North American telecom-grade Wi-Fi company.
The acquisition gives the Company a telecom-grade Wi-Fi portfolio,
technological expertise, IPR, and established customer contracts
and relationships. The purchase price was USD 250 million on a
cash and debt-free basis.
> ConceptWave: On September 25, 2012, the Company announced
the acquisition of 100% of the shares in the Canadian company
ConceptWave in an all-cash transaction. The acquisition
complements the Company’s portfolio in OSS/BSS with order
management and product catalog solutions. The purchase price
was CAD 55 million on a cash and debt-free basis. Balances to
facilitate the Purchase price allocation are preliminary.
> Ericsson-LG: On March 22, 2012, the Company announced it
had acquired additional shares in Ericsson-LG, thereby increasing
the ownership from 50% plus one share to 75%. The company is
fully consolidated by the Company, since the original acquisition in
July 2010.
> Technicolor: On July 3, 2012, the Company announced the closing
of the acquisition of the broadcast services division of Technicolor.
The acquisition brings broadcast customers and playout operations
in France, UK and in the Netherlands. The purchase price amounted
to EUR 20 million including a potential earn-out valued at EUR 2
million, based on 2015 revenues of the Broadcast services activity.
Balances to facilitate the Purchase price allocation are preliminary.
> Telcordia: On June 14, 2011, the Company announced that it
had entered into an agreement to acquire 100% of the shares of
Telcordia, a leader in the development of software and services for
OSS/BSS. The acquisition was completed on January 12, 2012,
with a purchase price of USD 1.15 billion in an all-cash transaction,
on a cash and debt-free basis. Net sales for the acquired Telcordia
business amounted to approximately SEK 4.2 billion for the period
January 12 - December 31, 2012. The acquired Telcordia business
had a positive impact on the result. Goodwill represented 57% of the
total assets acquired. The goodwill is mainly attributable to the value
of the compentence acquired and future synergy effects. None of the
goodwill is expected to be deductible for tax purposes. Transaction
costs for the acquisition amounted to SEK 57 million.
R
e
s
u
l
t
s
Telcordia
Cash
Total consideration
Acquisition-related costs 2)
2012
8,725 1)
8,725
57
Net asset acquired
Cash and cash equivalents
Property, plant and equipment
Intangible assets
Other assets 3)
Provisions, including post-employment benefits
Other liabilities
Total identifiable net assets
Goodwill
886
305
5,543
1,713
714
–3,586
5,575
3,150
8,725
1) The cash transaction includes payment of external loan of SEK 6.2 billion and investment
in subsidiary of SEK 2.5 billion.
2) Acquisition-related costs are included in Selling and administrative expenses in the
consolidated income statement.
3) Other assets include trade receivables with a fair value of SEK 1.4 billion.
In order to finalize a Purchase price allocation all relevant information
needs to be in place. Examples of such information are final
consideration and final opening balances, they may remain preliminary
for a period of time due to for example working capital adjustments, tax
items or decisions from local authorities.
Notes to the Consolidated financial statements
Ericsson | Annual Report 2012
91
OUR BUSINESSCorporate governanceSHAREHOLDERSOTHER INFORMATION
Divestments
Divestments 2010–2012
Cash
Net assets disposed of
Property, plant and equipment
Investments in joint ventures and
associated companies
Other assets
Other liabilities
Net gains from divestments
Less Cash and cash equivalents
Cash flow effect
Acquisitions 2010–2012
Company
ConceptWave
Technicolor
BelAir
Ericsson-LG
Telcordia
GDNT
Nortel Multiservice Switch
business (MSS)
Optimi
inCode
LG-Nortel
Nortel GSM
Pride
Divestments 2010–2012
Company
IPX
EDA 1500 GPON
Sony Ericsson
EFI
2012
9,502
2011
–28
2010
454
–
1
21
1,353
296
–483
1,166
8,336
–
9,502
10
38
–224
–175
158
–11
–28
–
372
–183
210
357
–113
454
In 2012, the Company made divestments with a cash flow effect
amounting to SEK 9,502 (–28) million.
>
IPX: On September 30, 2012, the Company divested its Multimedia
brokering platform (IPX) to French listed company Gemalto, with the
exception of the operations in the US. The sale resulted in a gain
amounting to SEK 237 million and a positive cash flow effect of SEK
260 million.
> Sony Ericsson: On February 16, 2012, the Company announced
the completion of the divestment of its 50% stake in Sony Ericsson
Mobile Communications, with a carrying value of 1.4 billion. The
agreed cash consideration for the transaction was EUR 1.05 billion.
The sale resulted in a gain amounting to SEK 7.7 billion and a positive
cash flow effect of SEK 9.1 billion. For further information on the
divestment of Sony Ericsson, see note C3, ”Segment information”.
Description
Transaction date
A Canadian OSS/BSS company. The purchase price was CAD 55 million.
A technology company in the media and entertainment sector. The purchase price was EUR 20
million.
A telecom-grade Wi-Fi company based in Canada. The purchase price was USD 250 million.
Increase of ownership from 50% plus one share, to 75%.
A US company developing software and services for OSS/BSS. The purchase price was USD 1.15
billion.
An asset purchase agreement of certain assets. Enhances the Company’s existing R&D,
manufacturing and services capabilities in the China region. The purchase price was RMB 357 million.
An asset purchase agreement to acquire certain assets of Nortel’s MSS. The purchase price was
USD 53 million.
A US-Spanish telecommunications vendor providing products and services within the networks
optimization and management sector. The purchase price was USD 99 million.
An asset purchase agreement of certain assets. A professional services firm providing strategic
business and consulting services. The purchase price was USD 12 million.
Nortel’s majority shareholding (50% + 1 share) in LG-Nortel. The purchase price was USD 234
million.
An asset purchase agreement of the Carrier networks division of Nortel relating to GSM business.
The purchase price was USD 79 million.
An Italian consulting and systems integration company. The purchase price was EUR 66 million.
Sep, 2012
Jul, 2012
Apr, 2012
Mar, 2012
Jan, 2012
May, 2011
Mar, 2011
Dec, 2010
Sep, 2010
Jun, 2010
Mar, 2010
Jan, 2010
Description
Transaction date
Sale of IPX to Gemalto, with a positive cash flow effect of SEK 260 million.
Capital asset sale of EDA 1500 GPON portfolio with a positive cash flow effect of SEK 80 million.
Sale of the Company’s share in Sony Ericsson (50%) to Sony, with a positive cash flow effect of SEK
9.1 billion.
Sale of Ericsson Federal Inc. (EFI), with a positive cash flow effect of SEK 360 million.
Sep, 2012
Aug, 2012
Feb, 2012
Dec, 2010
92
Ericsson | Annual Report 2012
C27
Leasing
Leasing with the Company as lessee
Assets under finance leases, recorded as property, plant and
equipment, consist of:
Finance leases
Cost
Real estate
Machinery
Accumulated depreciation
Real estate
Machinery
Accumulated impairment losses
Real estate
Net carrying value
2012
2011
1,538
3
1,541
–601
–3
–604
–35
–35
902
1,856
3
1,859
–725
–3
–728
–42
–42
1,089
As of December 31, 2012, future minimum lease payment obligations for
leases were distributed as follows:
Future minimum lease payment obligations for leases
2013
2014
2015
2016
2017
2018 and later
Total
Future finance charges 1)
Present value of finance lease liabilities
1) Average effective interest rate on lease payables is 5.69%.
Finance
leases
Operating
leases
150
229
127
85
76
795
1,462
–398
1,064
2,847
1,794
1,388
1,105
777
2,472
10,383
n/a
10,383
Expenses in 2012 for leasing of assets were SEK 3,172 (3,362) million, of
which variable expenses were SEK 20 (7) million. The leasing contracts
vary in length from 1 to 20 years.
The Company’s lease agreements normally do not include any
contingent rents. In the few cases they occur, they relate to charges
for heating linked to the oil price index. Most of the leases of real estate
contain terms of renewal, giving the Company the right to prolong
the agreement in question for a predefined period of time. All of the
finance leases of facilities contain purchase options. Only a very limited
number of the Company’s lease agreements contain restrictions on
stockholders’ equity or other means of finance. The major agreement
contains a restriction stating that the Parent Company must maintain a
stockholders’ equity of at least SEK 25 billion.
Leases with the Company as lessor
Leasing income relates to subleasing of real estate as well as equipment
provided to customers under leasing arrangements. These leasing
contracts vary in length from 1 to 11 years.
At December 31, 2012, future minimum payment receivables were
R
e
s
u
l
t
s
distributed as follows:
Future minimum payment receivables
2013
2014
2015
2016
2017
2018 and later
Total
Unearned financial income
Uncollectible lease payments
Net investments in financial leases
Leasing income in 2012 was SEK 236 (76) million.
Finance
leases
Operating
leases
6
6
6
6
6
–
30
n/a
n/a
n/a
154
143
96
23
18
52
486
n/a
n/a
n/a
Notes to the Consolidated financial statements
Ericsson | Annual Report 2012
93
OUR BUSINESSCorporate governanceSHAREHOLDERSOTHER INFORMATION C28
Information Regarding Members
of the Board of Directors, the Group
Management and Employees
Contents
Remuneration to the Board of Directors
Remuneration to the Group management
Long-Term Variable Remuneration
Employee numbers, wages and salaries
94
95
96
98
Remuneration to the Board of Directors
Remuneration to members of the Board of Directors
SEK
Board fees
Board member
Leif Johansson
Sverker Martin-Löf
Jacob Wallenberg
Roxanne S. Austin
Sir Peter L. Bonfield
Börje Ekholm
Alexander Izosimov
Ulf J. Johansson
Nancy McKinstry
Anders Nyrén
Hans Vestberg
Michelangelo Volpi
Employee Representatives
Pehr Claesson
Kristina Davidsson
Jan Hedlund 5)
Karin Åberg
Rickard Fredriksson 6)
Karin Lennartsson
Roger Svensson
Total
Total
3,750,000
875,000
875,000
875,000
875,000
875,000
875,000
875,000
875,000
875,000
–
875,000
18,000
18,000
6,000
18,000
10,500
18,000
18,000
12,606,500
12,606,500
Value at grant
date of
synthetic
shares
allocated in
2012
Number of
previously
allocated
synthetic shares
outstanding
Number of
synthetic
shares/portion
of Board fee
Net change
in value of
allocated
synthetic shares 1)
A
–
–
437,499
437,499
218,749
656,248
218,749
–
–
–
–
–
0/0%
0/0%
6,984/50%
6,984/50%
3,492/25%
10,476/75%
3,492/25%
0/0%
0/0%
0/0%
–
0/0%
–
–
2,262.00
29,172.60
9,722.80
29,172.60
–
22,384.60
22,002.60
–
–
4,380.00
B
–
–
10,826
31,648
13,411
40,228
8,580
33,495
18,092
–
–
–2,409
Committee
fees
Total
fees paid
in cash 2)
Total
remuner
ation 2012
C
(A+B+C)
400,000
250,000
175,000
250,000
250,000
175,000
–
350,000
175,000
175,000
–
–
4,150,000 3)
1,125,000
612,500
687,500
906,250
393,750
656,250
1,225,000 4)
1,050,000
1,050,000
–
875,000
–
–
–
–
–
–
–
31,428
31,428
–
–
–
–
–
–
–
1,968,744
1,968,744
–
–
–
–
–
–
–
119,097.20
128,002.20 8)
–
–
–
–
–
–
–
153,871
138,792 8)
–
–
–
–
–
–
–
18,000
18,000
6,000
18,000
10,500
18,000
18,000
2,200,000 12,837,750
2,200,000 20,706,150 9)
4,150,000
1,125,000
1,060,825
1,156,647
1,138,410
1,090,226
883,579
1,258,495
1,068,092
1,050,000
–
872,591
18,000
18,000
6,000
18,000
10,500
18,000
18,000
14,960,365 7)
22,813,687 7) 9)
1) The difference in value as of December 31, 2012, compared to December 31, 2011 (for synthetic shares allocated 2008, 2009, 2010 and 2011), and compared to grant date 2012 (for synthetic
shares allocated in 2012). The value of synthetic shares allocated in 2008, 2009, 2010 and 2011 includes respectively SEK 1.85, SEK 2.00, SEK 2.25 and SEK 2.50 per share in compensation
for dividends resolved by the Annual General Meetings 2009, 2010, 2011 and 2012.
2) Committee fee and cash portion of the Board fee.
3) In addition, an amount corresponding to statutory social charges in respect of the part of the fee that has been invoiced through a company was paid, amounting to SEK 1,303,930.
4) In addition, an amount corresponding to statutory social charges in respect of the part of the fee that has been invoiced through a company was paid, amounting to SEK 122,520.
5) Resigned as employee representative as of May 3, 2012.
6) Appointed deputy employee representative as of May 3, 2012.
7) Excluding social security charges in the amount of SEK 3,950,998.
8) Including synthetic shares previously allocated to the former Director Carl-Henric Svanberg.
9) Including advance payments to the former Directors Michael Treschow and Marcus Wallenberg under the synthetic share programs. Michael Treschow: SEK 7,376,686 for 111,926.80 synthetic
shares (in addition, an amount corresponding to statutory social charges in respect of the part of the fee that has been invoiced through a company was paid, amounting to SEK 753,159) and
Marcus Wallenberg: SEK 491,714 for 7,460.80 synthetic shares.
Comments to the table
> The Chairman of the Board was entitled to a Board fee of
SEK 3,750,000 and a fee of SEK 200,000 for each Board Committee
on which he served as Chairman.
> The other Directors elected by the Annual General Meeting were
entitled to a fee of SEK 875,000 each. In addition, the Chairman of the
Audit Committee was entitled to a fee of SEK 350,000 and the other
non-employed members of the Audit Committee were entitled to a fee
of SEK 250,000 each. The Chairmen of the Finance and Remuneration
Committees were entitled to a fee of SEK 200,000 each and the
other non-employed members of the Finance and the Remuneration
Committees were entitled to a fee of SEK 175,000 each.
> Members of the Board, who are not employees of the Company,
have not received any remuneration other than the fees and
synthetic shares as above. None of the Directors have entered into a
service contract with the Parent Company or any of its subsidiaries,
providing for termination benefits.
> Members and deputy members of the Board who are Ericsson
employees received no remuneration or benefits other than
their entitlements as employees and a fee to the employee
94
Ericsson | Annual Report 2012
representatives and their deputies of SEK 1,500 per attended
Board meeting.
> Board members invoicing the amount of the Board and Committee
fee through a company may add to the invoice an amount
corresponding to social charges. The social charges thus included
in the invoiced amount are not higher than the general payroll tax
that would otherwise have been paid by the Company. The entire
amount, i.e. the cash portion of the Board fee and the Committee
fee, including social charges, constitutes the invoiced Board fee.
> The Annual General Meeting 2012 resolved that non-employed
Directors may choose to receive the Board fee (i.e. exclusive of
committee fee) as follows: i) 25% of the Board fee in cash and 75%
in the form of synthetic shares, with a value corresponding to 75% of
the Board fee at the time of allocation, ii) 50% in cash and 50% in the
form of synthetic shares, or iii) 75% in cash and 25% in the form of
synthetic shares. Directors may also choose not to participate in the
synthetic share program and receive 100% of the Board fee in cash.
Committee fees are always paid in cash.
The number of synthetic shares is based on a volume-weighed
average of the market price of Ericsson Class B shares on the
NASDAQ OMX Stockholm exchange during the five trading days
immediately following the Annual General Meeting 2012: SEK
62.643. The number of synthetic shares is rounded down to the
nearest whole number of shares.
The synthetic shares are vested during the Directors’ term of
office and the right to receive payment with regard to the allocated
synthetic shares occurs after the publication of the Company’s year-
end financial statement during the fifth year following the Annual
General Meeting which resolved on the synthetic share program, i.e.
in 2017.
The amount payable shall be determined based on the
volume-weighed average price for shares of Class B during the
five trading days immediately following the publication of the year-
end financial statement.
Synthetic shares were allocated to members of the Board for
the first time in 2008, on equal terms and conditions as resolved in
2009, 2010, 2011 and 2012. Payment based on synthetic shares
may thus, under the main rule, occur for the first time in 2013 with
respect to the synthetic shares allocated in 2008. The value of
all outstanding synthetic shares fluctuates in line with the market
value of Ericsson’s Class B share and may differ from year to year
compared to the original value on their respective grant dates. The
change in value of the outstanding synthetic shares is established
each year and affects the total recognized costs that year. As per
December 31, 2012, the total number of synthetic shares under
the programs is 159,430.20, and the total accounted debt is SEK
11,113,237 (including synthetic shares previously allocated to the
former Director Carl-Henric Svanberg). In accordance with the terms
and conditions for the synthetic shares, the time for payment to the
former Director Carl-Henric Svanberg has been advanced, to occur
after the publication of the year-end financial statement 2013. In
February 2012, advance payment was made to the former Directors
Michael Treschow and Marcus Wallenberg with respect to their
synthetic shares, all in accordance with the terms and conditions for
the synthetic shares.
Remuneration to the Group management
The Company’s costs for remuneration to the Group management are
the costs recognized in the Income Statement during the fiscal year.
These costs are disclosed under “Remuneration costs” below.
Costs recognized during a fiscal year in the Income Statement are
not fully paid by the Company at the end of the fiscal year. The unpaid
amounts that the Company has in relation to the Group management
are disclosed under “Outstanding balances”.
Remuneration costs
The total remuneration to the President and CEO and to other members
of the Group management, consisting of the Executive Leadership
Team (ELT) includes fixed salary, short-term and long-term variable
remuneration, pension and other benefits. These remuneration
elements are based on the guidelines for remuneration and other
employment conditions for the ELT as approved by the Annual
General Meeting held in 2012, see the approved guidelines in section
“Guidelines for remuneration to Group Management 2012”.
R
e
s
u
l
t
s
Remuneration costs for the President and CEO and other members of Executive Leadership Team (ELT)
SEK
Salary
Costs for annual variable remuneration
earned 2012 to be paid 2013
Long-term variable remuneration provision
Pension costs
Other benefits
Social charges and taxes
Total
The Pres ident
and CEO 2012
The President
and CEO 2011
Other members
of ELT 2012
Other members
of ELT 2011
Total 2012
Total 2011
12,573,233
11,739,341
76,973,215
76,031,733
89,546,448
87,771,074
3,972,247
6,439,873
6,491,713
123,612
9,114,641
38,715,319
2,771,134
5,636,050
5,960,566
78,594
7,800,766
33,986,451
21,877,700
6,472,215
22,865,674
4,431,160
22,877,888
155,497,852
18,460,645
8,916,556
22,154,413
4,944,762
23,529,200
154,037,309
25,849,947
12,912,088
29,357,387
4,554,772
31,992,529
194,213,171
21,231,779
14,552,606
28,114,979
5,023,356
31,329,966
188,023,760
Comments to the table
> During 2012 there were three Executive Vice Presidents, who have
been appointed by the Board of Directors. None of them has acted
as deputy to the President and CEO during the year. The Executive
Vice Presidents are included in the group “Other members of ELT”.
> The group “Other members of ELT” comprises the following
persons: Per Borgklint, Bina Chaurasia, Håkan Eriksson (up to
January 31), Ulf Ewaldsson (from February 1), Jan Frykhammar,
Douglas L. Gilstrap, Nina Macpherson, Magnus Mandersson, Helena
Norrman, Mats H. Olsson, Rima Qureshi, Angel Ruiz, Johan Wibergh
and Jan Wäreby.
> The salary stated in the table for the President and CEO and other
members of the ELT includes vacation pay paid during 2012 as well
as other contracted compensation which were paid during 2012 or
provisioned for 2012.
“Long-term variable remuneration provision” refers to the
compensation costs during 2012 for all outstanding share-
based plans.
>
> For a description of compensation cost, including accounting
treatment, see Note C1, “Significant accounting policies”,
section Share-based compensation to employees and the
Board of Directors.
Notes to the Consolidated financial statements
Ericsson | Annual Report 2012
95
OUR BUSINESSCorporate governanceSHAREHOLDERSOTHER INFORMATION Stock Purchase Plans 2009, 2010,
2011 and 2012 and Executive
Performance Stock Plans
2009, 2010, 2011 and 2012
503,382
661,456
Stock purchase plans
> The mutual notice period may be no more than six months. Upon
termination of employment by the Company, severance pay
amounting to a maximum of 18 months’ fixed salary is paid. Notice
of termination given by the employee due to significant structural
changes, or other events that in a determining manner affect the
content of work or the condition for the position, is equated with
notice of termination served by the Company.
Long-Term Variable remuneration
The Stock Purchase Plan
The Stock Purchase Plan is designed to offer an incentive for all
employees to participate in the Company where practicable, which
is consistent with industry practice and with our ways of working. For
the 2012 plan, employees are able to save up to 7.5% of gross fixed
salary (President and CEO can save up to 10% of gross fixed salary and
short-term variable remuneration) for purchase of Class B contribution
shares at market price on the NASDAQ OMX Stockholm or American
Depositary Shares (ADSs) at NASDAQ New York (contribution shares)
during a twelve-month period (contribution period). If the contribution
shares are retained by the employee for three years after the investment
and the employment with the Ericsson Group continues during that
time, the employee’s shares will be matched with a corresponding
number of Class B shares or ADSs free of consideration. Employees in
100 countries participate in the plans.
The table below shows the contribution periods and participation
details for ongoing plans as of December 31, 2012.
Plan
Stock Purchase
plan 2009
Stock Purchase
plan 2010
Stock Purchase
plan 2011
Stock Purchase
plan 2012
Contribution
period
August 2009
– July 2010
August 2010
– July 2011
August 2011
– July 2012
August 2012
– July 2013
Number of
participants
at launch
Take-up
rate – percent of
eligible employees
18,000
22,000
24,000
27,000
25%
27%
30%
28%
Participants save each month, beginning with August payroll, towards
quarterly investments. These investments (in November, February,
May and August) are matched on the third anniversary of each such
investment, subject to continued employment, and hence the matching
spans over two financial years and two tax years.
The Key Contributor Retention Plan
The Key Contributor Retention Plan is part of Ericsson’s talent
management strategy and is designed to give recognition for
performance, critical skills and potential as well as to encourage
retention of key employees. Under the program, up to 10% of
employees (2012 plan: up to 8,000 employees) are selected through a
nomination process that identifies individuals according to performance,
critical skills and potential. Participants selected obtain one extra
matching share in addition to the ordinary one matching share for each
contribution share purchased under the Stock Purchase Plan during a
twelve-month program period.
> For the President and CEO and other members of the ELT employed
in Sweden before 2011 a supplementary plan is applied in addition
to the occupational pension plan for salaried staff on the Swedish
labor market (ITP) with pension from 60 years. These pension plans
are not conditional upon future employment at Ericsson.
Outstanding balances
The Company has recognized the following liabilities relating to unpaid
remunerations in the Balance Sheet:
> Ericsson’s commitments for benefit based pensions as of December
31, 2012 under IAS 19 amounted to SEK 5,971,282 for the President
and CEO which includes ITP plan and temporary disability and
survivor’s pension. For other members of ELT the Company’s
commitments amounted to SEK 27,103,244 of which SEK
21,429,454 refers to the ITP plan and the remaining SEK 5,673,790
to temporary disability and survivor’s pensions.
> For previous Presidents and CEOs, the Company has made
provisions for defined benefit pension plans in connection with their
active service periods within the Company.
> Deferred salary, earned 2012 or earlier, to be paid 12 months after
period end or later, amounts to SEK 7,899,000.
Maximum outstanding matching rights
As per December 31, 2012
Number of Class B shares
The President
and CEO
Other members
of the ELT
Comments to the table
> For the definition of matching rights, see the description in section
“Long-term variable remuneration”.
> The performance maching result of 70,3% is included for 2009 plan.
> Cash conversion target for 2012 was reached, but not reached
in 2011.
> During 2012, the President and CEO received 10,108 matching
shares and other members of the ELT 54,803 matching shares.
Guidelines for remuneration to Group Management 2012
For Group Management consisting of the Executive Leadership
Team, including the President and CEO, total remuneration consists
of fixed salary, short and long-term variable remuneration, pension
and other benefits. Furthermore, the following guidelines apply for the
remuneration to the Executive Leadership Team:
> Variable remuneration is through cash and stock-based
programs awarded against specific business targets derived from
the long-term business plan approved by the Board of Directors.
Targets may include financial targets at either corporate or unit level,
operational targets, employee motivation targets and customer
satisfaction targets.
> With the current composition of the Executive Leadership Team,
the Company’s cost during 2012 for variable remuneration to the
Executive Leadership Team can, at a constant share price, amount
to between 0 and 150% of the aggregate fixed salary cost, all
excluding social security costs.
> All benefits, including pension benefits, follow the competitive
practice in the home country taking total compensation into account.
The retirement age is normally 60 to 65 years of age.
> By way of exception, additional arrangements can be made when
deemed required. Such additional arrangement shall be limited in
time and shall not exceed a period of 36 months and two times the
remuneration that the individual concerned would have received had
no additional arrangement been made.
96
Ericsson | Annual Report 2012
Executive Performance Stock Plans
Executive Performance Stock Plan targets
Base year EPS 2)
Target average annual
EPS growth range 3)
Matching share vesting
range 4)
Maximum opportunity
as percentage of fixed
salary 5)
Executive Performance Stock Plan
2012 1)
2011
0.67 to 4
1 to 6
1.5 to 9
30%
45%
162%
0.67 to 4
1 to 6
1.5 to 9
30%
45%
162%
2010
1.14
2009
2.90
5% to
15%
0.67 to 4
1 to 6
1.5 to 9
5% to
15%
0.67 to 4
1 to 6
1.33 to 8
30%
45%
162%
30%
45%
72%
1) Targets for Executive Performance Stock Plan 2012 are described in the next table.
2) Sum of four quarters up to June 30 of plan year 2009. For 2010 plan the sum of 4 quarters
up to December 31, 2010.
3) EPS range found from three-year average EPS of the twelve quarters to the end of the
performance period and corresponding growth targets.
4) Corresponding to EPS range (no Performance Share Plan matching below this range).
Matching shares per contribution share invested in addition to Stock Purchase Plan
matching according to program of up to 4, 6 or 9 matching shares.
5) At full investment, full vesting and constant share price. Excludes Stock Purchase
Plan matching.
The Executive Performance Stock Plan
The Executive Performance Stock Plan is designed to focus
management on driving earnings and provide competitive remuneration.
Senior executives, including ELT, are selected to obtain up to four or six
extra shares (performance matching shares) in addition to the ordinary
one matching share for each contribution share purchased under the
Stock Purchase Plan. Up to 0.5% of employees (2012 plan: up to 400
executives) are offered to participate in the plan. The President and
CEO can save up to 10% of gross fixed salary and short-term variable
remuneration, and may obtain up to nine performance matching
Base year value
SEK billion
Year 1
Year 2
Year 3
227.8 Compound annual growth rate of
2 –8%
Compound annual growth of
5–15%
≥70%
≥70%
≥70%
17.9
–
203.3 Compound annual growth rate of
4–10%
Compound annual growth of
5–15%
≥70%
≥70%
≥70%
23.7
–
2012
Growth (Net Sales
Growth)
Margin (Operating
Income Growth)
Cash Flow (Cash
Conversion)
2011
Growth (Net Sales
Growth)
Margin (Operating
Income Growth) 1)
Cash Flow (Cash
Conversion)
1) Consolidated operating margin excluding restructuring for 2010.
shares in addition to the Stock Purchase Plan matching share for each
contribution share. The performance matching for the 2009 and 2010
plans is subject to the fulfillment of a performance target of average
annual Earnings per Share (EPS) growth.
The performance targets changed from Earnings Per Share (EPS)
targets to targets linked to the business strategy as from 2011.
The tables above show all Executive Performance Stock Plans as
per December 31, 2012.
R
e
s
u
l
t
s
Shares for all plans
Plan (million shares)
Originally designated 1)
Outstanding beginning of 2012
Awarded during 2012
Exercised/matched during 2012
Forfeited/expired during 2012
Outstanding end of 2012 2)
Compensation costs charged during 2012 (SEK million)
A
B
C
D
E
F=B+C–D–E
G
Stock Purchase Plan, Key Contributor Retention Plan
and Executive Performance Stock Plans
2012
26.2
–
4.4
–
–
4.4
6 3)
2011
2010
2009
2008
Total
19.4
3.4
10.8
0.3
0.4
13.5
132 3)
19.4
10.6
–
0.5
0.9
9.2
148 3)
22.4
9.1
–
2.3
0.8
6.0
91 3)
16.5
6.1
–
6.0
0.1
–
28 3)
103.9
29.2
15.2
9.1
2.2
33.1
405 4)
1) Adjusted for rights offering and reverse split when applicable.
2) Presuming maximum performance matching under the Executive Performance Stock Plans. The 2008 plan has lapsed. The 2009 plan partially vested to an extent of 70,3%.
3) Fair value is calculated as the share price on the investment date, reduced by the net present value of the dividend expectations during the three-year vesting period. Net present value
calculations are based on data from external party. Fair value is also adjusted for participants failing to keep hold of their contribution shares during the vesting period. For shares under the
Executive Performance Stock Plans, the Company presumes maximum performance matching for all ongoing plans when calculating the compensation cost. The 2008 plan has lapsed. The
2009 plan partially vested to an extent of 70,3%. Fair value of the Class B share at each investment date during 2012 was: February 15 SEK 56.26, May 15 SEK 53.93, August 15 SEK 55.85
and November 15 SEK 49.99.
4) Total compensation costs charged during 2011: SEK 413 million, 2010: SEK 757 million.
Shares for all plans
All plans are funded with treasury stock and are equity settled.
Treasury stock for all plans has been issued in directed cash issues
of Class C shares at the quotient value and purchased under a public
offering at the subscription price plus a premium corresponding to the
subscribers’ financing costs, and then converted to Class B shares.
designated to cover social security payments were disposed of as a
result of the exercise and the matching, approximately 61 million Class
B shares would be transferred, corresponding to 1.9% of the total
number of shares outstanding, 3,220 million not including treasury
stock. As of December 31, 2012, 85 million Class B shares were held as
treasury stock.
For all plans, additional shares have been allocated for
The table above shows how shares (representing matching rights
financing of social security expenses. Treasury stock is sold on the
NASDAQ OMX Stockholm to cover social security payments when
arising due to matching of shares. During 2012, 1,038,200 shares
were sold at an average price of SEK 63.17. Sale of shares is
recognized directly in equity.
If, as of December 31, 2012, all shares allocated for future
matching under the Stock Purchase Plan were transferred, and shares
but excluding shares for social security expenses) are being used
for all outstanding plans. From up to down the table includes (A) the
number of shares originally approved by the Annual General Meeting,
adjusted for reverse split where applicable; (B) the number of originally
designated shares that were outstanding at the beginning of 2012;
(C) the number of shares awards that were granted during 2012; (D)
the number of shares matched during 2012; (E) the number of shares
Notes to the Consolidated financial statements
Ericsson | Annual Report 2012
97
OUR BUSINESSCorporate governanceSHAREHOLDERSOTHER INFORMATION forfeited by participants or expired under the plan rules during 2012;
and (F) the balance left as outstanding at the end of 2012, having added
new awards to the shares outstanding at the beginning of the year and
deducted the shares related to awards matched, forfeited and expired.
The final column (G) shows the compensation costs charged to the
accounts during 2012 for each plan, calculated as fair value in SEK.
For a description of compensation cost, including accounting
treatment, see Note C1, “Significant accounting policies”, section
Share-based compensation to employees and the Board of Directors.
Employee numbers, wages and salaries
Employee numbers
Average number of employees
North America
Latin America
Northern Europe & Central Asia 1) 2)
Western & Central Europe 2)
Mediterranean 2)
Middle East
Sub-Saharan Africa
India
North East Asia
South East Asia & Oceania
Total
1) Of which Sweden
2) Of which EU
Women
3,479
2,137
5,746
1,790
2,966
617
548
2,137
4,191
1,175
24,786
4,232
9,911
2012
Men
12,607
9,230
15,351
9,463
10,064
4,603
1,672
11,924
9,584
3,474
87,972
13,337
33,581
Total
Women
16,086
11,367
21,097
11,253
13,030
5,220
2,220
14,061
13,775
4,649
112,758
17,569
43,492
2,876
1,913
5,656
1,663
2,743
634
661
1,613
3,480
1,155
22,394
4,188
9,575
2011
Men
12,106
7,837
14,927
8,968
9,077
4,343
1,290
9,912
8,839
3,437
80,736
12,881
31,667
Total
14,982
9,750
20,583
10,631
11,820
4,977
1,951
11,525
12,319
4,592
103,130
17,069
41,242
Number of employees by region at year-end
Employee wages and salaries
2012
2011
Wages and salaries and social security expenses
North America
Latin America
Northern Europe & Central Asia 1) 2)
Western & Central Europe 2)
Mediterranean 2)
Middle East
Sub-Saharan Africa
India
North East Asia
South East Asia & Oceania
Total
1) Of which Sweden
2) Of which EU
15,501
11,219
21,211
11,257
12,205
3,992
2,014
14,303
14,157
4,396
110,255
17,712
42,872
Employees by gender and age at year-end 2012
Under 25 years old
25–35 years old
36–45 years old
46–55 years old
Over 55 years old
Percent of total
Women
Men
2,517
8,530
7,818
3,984
1,233
22%
6,018
31,054
28,954
15,692
4,455
78%
14,801
11,191
20,987
10,806
11,645
4,336
2,283
11,535
12,567
4,374
104,525
17,500
41,596
Percent
of total
8%
36%
33%
18%
5%
100%
(SEK million)
Wages and salaries
Social security expenses
Of which pension costs
2012
2011
48,428
15,672
2,762
43,707
15,198
3,888
Amounts related to the President and CEO and the Executive
Leadership Team are included.
Remuneration to Board members and Presidents
in subsidiaries
(SEK million)
Salary and other remuneration
Of which annual variable remuneration
Pension costs
2012
2011
243
33
27
223
22
20
Board members, Presidents and Group management
by gender at year end
Parent Company
Board members and President
Group Management
Subsidiaries
Board members and Presidents
2012
2011
Women
Men Women
Men
27%
29%
73%
71%
20%
29%
80%
71%
12%
88%
11%
89%
Employee movements
Head count at year-end
Employees who have left the Company
Employees who have joined the Company
Temporary employees
2012
2011
110,255
12,280
18,010
766
104,525
10,571
24,835
901
98
Ericsson | Annual Report 2012
C29
Related Party Transactions
During 2012, various related party transactions were executed pursuant
to contracts based on terms customary in the industry and negotiated
on an arm’s length basis. For information regarding equity and
Ericsson’s share of assets, liabilities and income in joint ventures and
associated companies, see Note C12, “Financial assets, non-current”.
For information regarding transactions with senior management, see
Note C28, “Information regarding members of the Board of Directors,
the Group management and employees”.
ST-Ericsson
ST-Ericsson, the joint venture between Ericsson and
STMicroelectronics, was formed on February 2, 2009, by merging
Ericsson Mobile Platforms with ST-NXP Wireless. The joint venture
is equally owned by Ericsson and STMicroelectronics. For further
information, see Note C3, “Segment information”.
Major transactions are as follows:
> Sales: Ericsson provides ST-Ericsson with services in the areas
of R&D, HR, IT and facilities.
> Purchases: A major part of Ericsson’s purchases from ST-Ericsson
consists of chipsets and R&D services.
> Dividends: Both owners of ST-Ericsson receive dividends, when so
decided by the Board of Directors. Ericsson received no dividends
from ST-Ericsson during 2012.
ST-Ericsson
Related party transactions
Sales
Purchases
Related party balances
Receivables
Liabilities
2012
2011
2010
138
634
127
–
182
781
51
24
403
629
53
48
Ericsson does not have any contingent liabilities, assets pledged as
collateral or guarantees towards ST-Ericsson.
Ericsson Nikola Tesla d.d.
Ericsson Nikola Tesla d.d. is a company for design, sales and service
of telecommunication systems and equipment, and an associated
member of the Ericsson Group. Ericsson Nikola Tesla d.d. is located
in Zagreb, Croatia. Ericsson holds 49.07% of the shares.
Major transactions are as follows:
> Sales: Ericsson sells telecommunication equipment to Ericsson
Nikola Tesla d.d.
> License revenues: Ericsson receives license revenues for Ericsson
Nikola Tesla d.d.’s usage of trademarks.
> Purchases: Ericsson purchases development resources from
Ericsson Nikola Tesla d.d.
> Dividends: Ericsson received dividends from Ericsson Nikola Tesla
d.d. during 2012.
Ericsson Nikola Tesla D.D.
Related party transactions
Sales
License revenues
Purchases
Ericsson’s share of dividends
Related party balances
Receivables
Liabilities
R
e
s
u
l
t
s
2012
2011
2010
1,161
8
607
133
189
81
465
4
595
154
59
76
563
2
566
104
120
75
Ericsson does not have any contingent liabilities, assets pledged as
collateral or guarantees towards Ericsson Nikola Tesla d.d.
Sony Ericsson Mobile Communications AB
The company has divested its 50% stake in Sony Ericsson Mobile
Communications to Sony. The divestment was effective on January 1,
2012.
Sony Ericsson Mobile Communications AB
Related party transactions
License revenues
Purchases
Related party balances
Receivables
Liabilities
2012
2011
2010
–
–
–
–
855
126
27
2
1,255
61
258
8
Notes to the Consolidated financial statements
Ericsson | Annual Report 2012
99
OUR BUSINESSCorporate governanceSHAREHOLDERSOTHER INFORMATION C32
Transfers of financial assets
Transfers where the Company has not derecognized the
assets in their entirety
As per December 31, 2012 there existed certain customer financing
assets that the Company had transferred to third parties where the
Company did not derecognize the assets in their entirety. The total
carrying amount of the original assets transferred was SEK 471 (194)
million, the amount of the assets that the Company continues to
recognize was SEK 28 (10) million, and the carrying amount of
the associated liabilities was SEK 0 (0) million. More information is
disclosed about Customer Finance in Note C14 “Trade receivables
and customer finance”.
Transfers where the Company has continuing involvement
The Company has during 2012 derecognized financial assets where the
Company had continuing involvement. A repurchase of these assets
would amount to SEK 225 (596) million. No assets or liabilities were
recognized in relation to the continuing involvement.
C33
Events after the reporting period
On January 10, 2013, Ericsson entered into an agreement with Unwired
Planet whereby Ericsson will transfer 2,185 issued patents and patent
applications to Unwired Planet. Ericsson will also contribute 100
additional patent assets annually to Unwired Planet commencing in
2014 through 2018. Unwired Planet will compensate Ericsson with
certain ongoing rights in future revenues generated from the enlarged
patent portfolio. Unwired Planet will also grant Ericsson a license to its
patent portfolio.
On January 21, 2013, Ericsson announced its intention to acquire
Devoteam Telecom & Media operations in France. Devoteam has
employees in Europe, Middle East and Africa. The acquisition is in line
with Ericsson’s services strategy to broaden its IT capabilities.
In early 2013 Standard & Poors changed the credit rating from
BBB+ outlook stable to outlook negative and Moody´s changed
the credit rating from A3 with outlook stable to outlook negative.
In January, 2013, ST-Ericsson was granted a loan facility by their
owners of USD 260 million. Ericsson’s share of this credit facility is
USD 130 million.
On January 10, 2013, Adaptix Inc. filed two lawsuits against
Ericsson, AT&T, AT&T Mobility and MetroPCS Communications in the
US District Court for Eastern District of Texas alleging that certain
Ericsson products infringe five US patents assigned to Adaptix. Adaptix
seeks damages and an injunction.
On January 25, 2013, Adaptix filed a complaint with the US
International Trade Commission (ITC) against Ericsson, AT&T,
AT&T Mobility and MetroPCS Communications requesting that the
commission open a patent infringement investigation of certain
Ericsson products and further on January 29, 2013, Adaptix filed
a complaint with the Tokyo District Court alleging certain Ericsson
products infringe two JP patents assigned to Adaptix. Adaptix seeks
damages and an injunction.
C30
Fees to Auditors
Fees to auditors
2012
Audit fees
Audit related fees
Tax services fees
Other fees
Total
2011
Audit fees
Audit related fees
Tax services fees
Other fees
Total
2010
Audit fees
Audit related fees
Tax services fees
Other fees
Total
PwC
Others
Total
82
15
16
10
123
77
10
20
16
123
79
17
16
7
119
5
–
3
10
18
9
–
3
–
12
5
1
2
2
10
87
15
19
20
141
86
10
23
16
135
84
18
18
9
129
During the period 2010–2012, in addition to audit services, PwC
provided certain audit related services, tax and other services to the
Company. The audit related services include quarterly reviews, ISO
audits, SSAE16 reviews and services in connection with issuing of
certificates and opinions. The tax services include general expatriate
services and corporate tax compliance work. Other services include
consultation on financial accounting, services related to acquisitions,
operational effectiveness and assessments of internal control.
Audit fees to other auditors largely consist of local statutory audits
for minor companies.
C31
Contractual obligations
Contractual obligations 2012
SEK billion
Long-term debt 1) 2)
Finance lease obligations 3)
Operating leases 3)
Other non-current liabilities
Purchase obligations 4)
Trade payables
Commitments for customer
finance 5)
Total
Payment due by period
<1
year
1–3
years
3–5
years
>5
years
3.3
0.2
2.8
0.1
5.7
23.1
5.9
41.1
7.0
0.3
3.2
0.3
–
–
–
10.8
7.1
0.2
1.9
0.1
–
–
–
9.3
9.0
0.8
2.5
1.9
–
–
–
14.2
Total
26.4
1.5
10.4
2.4
5.7
23.1
5.9
75.4
1) Including interest payments.
2) See Note C20, “Financial risk management and financial instruments”.
3) See Note C27, “Leasing”.
4) The amounts of purchase obligations are gross, before deduction of any related
provisions.
5) See also Note C14, “Trade receivables and customer finance”.
For information about financial guarantees, see Note C24,
“Contingent liabilities”.
Except for those transactions described in this report, the Company
has not been a party to any material contracts over the past three years
other than those entered into during the ordinary course of business.
100
Ericsson | Annual Report 2012
Parent company FINANCIAL
STATEMENTS AND NOTES
TO THE parent company
FINANCIAL STATEMENTS
R
e
s
u
l
t
s
Contents
Parent Company financial statements
Parent Company Income statement
and Statement of comprehensive income
Parent Company Balance sheet
Parent Company Statement of cash flows
Parent Company Statement of changes in stockholders’ equity
Intangible assets
Notes to the Parent Company financial statements
P1 Significant accounting policies
P2 Segment information
P3 Other operating income and expenses
P4 Financial income and expenses
P5 Taxes
P6
P7 Property, plant and equipment
P8 Financial assets
P9
Investments
P10 Inventories
P11 Trade receivables and customer finance
P12 Receivables and liabilities – subsidiary companies
P13 Other current receivables
P14 Equity and other comprehensive income
P15 Untaxed reserves
P16 Post-employment benefits
P17 Other provisions
P18 Interest-bearing liabilities
P19 Financial risk management and financial instruments
P20 Other current liabilities
P21 Trade payables
P22 Assets pledged as collateral
P23 Contingent liabilities
P24 Statement of cash flows
P25 Leasing
P26 Information regarding employees
P27 Related party transactions
P28 Fees to auditors
P29 Events after the balance sheet date
102
103
105
106
107
107
107
108
108
109
109
110
111
112
112
113
114
114
115
115
116
116
117
118
118
118
118
119
119
119
120
120
120
Parent company financial statements
Ericsson | Annual Report 2012
101
OUR BUSINESSCorporate governanceSHAREHOLDERSOTHER INFORMATION
results
Parent company FINANCIAL STATEMENTS
CONTINUED
Parent company income statement
January – December, SEK million
Net sales
Cost of sales
Gross income
Selling expenses
Administrative expenses
Operating expenses
Other operating income and expenses
Operating income
Financial income
Financial expenses
Income after financial items
Transfers to (–)/from untaxed reserves
Changes in depreciation in excess of plan
Contributions from subsidiares, net
Taxes
Net income
1) Restated for contributions to/from subsidiaries.
Parent Company Statement of comprehensive income
January – December, SEK million
Net income
Other comprehensive income
Cash Flow hedges
Gains/losses arising during the period
Adjustments for amounts transferred to initial carrying amount of hedged items
Tax on items relating to components of Other comprehensive income
Total other comprehensive income
Total comprehensive income
Notes
P2
P3
P4
P4
P15
P15
P5
Notes
2012
2011 1)
2010 1)
–
–
–
–241
–690
–931
2,534
1,603
11,932
–18,392
–4,858
388
–2,034
–6,504
–289
–6,793
2012
–6,793
–64
–139
–
–203
–6,996
–
–
–
–609
–1,512
– 2,121
3,184
1,063
8,072
–2,765
6,370
339
–1,979
4,730
–103
4,627
2011
4,627
203
–
–
203
4,830
33
–29
4
–1,370
–1,586
–2,956
3,118
166
7,474
–829
6,811
–100
1,029
7,740
–388
7,352
2010
7,352
136
–136
–
–
7,352
102
Ericsson | Annual Report 2012
Parent Company Balance Sheet
December 31, SEK million
Notes
2012
2011
Assets
Fixed assets
Intangible assets
Tangible assets
Financial assets
Investments
Subsidiaries
Joint ventures and associated companies
Other investments
Receivables from subsidiaries
Customer finance, non-current
Deferred tax assets
Other financial assets, non-current
Current assets
Inventories
Receivables
Trade receivables
Customer finance, current
Receivables from subsidiaries
Current income taxes
Other current receivables
Loans to joint ventures and associated companies
Short-term investments
Cash and cash equivalents
Total assets
P6
P7
849
535
1,088
491
R
e
s
u
l
t
s
P8, P9
P8, P9
P8
P8, P12
P8, P11
P5
P8
P10
P11
P11
P12
P13
P19, P27
P19
P19
80,839
337
267
15,737
999
198
1,153
100,914
79,511
13,066
279
8,017
1,337
250
1,203
105,242
55
61
35
1,020
16,195
134
4,310
–
31,491
25,946
79,186
51
883
16,733
313
2,588
2,759
38,852
17,288
79,528
180,100
184,770
Parent company financial statements
Ericsson | Annual Report 2012
103
OUR BUSINESSCorporate governanceSHAREHOLDERSOTHER INFORMATION
results
Parent company FINANCIAL STATEMENTS
CONTINUED
Notes
2012
2011
P14
P15
P16
P17
P18
P18
P12
P18
P21
P12
P20
P22
P23
16,526
20
31,472
48,018
32,620
–6,793
–203
25,624
73,642
16,367
20
31,472
47,859
35,890
4,627
203
40,720
88,579
288
676
386
3,709
4,095
16,519
5,273
26,732
239
48,763
2,671
555
46,959
3,127
53,312
376
275
651
17,197
4,000
26,896
280
48,373
3,461
706
38,139
4,185
46,491
180,100
184,770
520
16,719
452
18,518
Parent Company Balance Sheet (continued)
December 31, SEK million
Stockholders’ equity, provisions and liabilities
Stockholders’ equity
Capital stock
Revaluation reserve
Statutory reserve
Restricted equity
Retained earnings
Net income
Other comprehensive income
Non-restricted equity
Untaxed reserves
Provisions
Post-employment benefits
Other provisions
Non-current liabilities
Notes and bond loans
Other borrowings, non-current
Liabilities to subsidiaries
Other non-current liabilities
Current liabilities
Borrowings, current
Trade payables
Liabilities to subsidiaries
Other current liabilities
Total stockholders’ equity, provisions and liabilities
Assets pledged as collateral
Contingent liabilities
104
Ericsson | Annual Report 2012
Parent Company Statement of Cash Flows
January – December, SEK million
Operating activities
Net income
Adjustments to reconcile net income to cash
Changes in operating net assets
Inventories
Customer finance, current and non-current
Trade receivables
Trade payables
Provisions and post-employment benefits
Other operating assets and liabilities, net
Notes
2012
2011
2010
P24
–6,793
14,436
7,643
6
201
–39
–261
–91
–2,837
–3,021
4,627
3,163
7,790
–4
286
35
–133
–309
2,379
2,254
7,352 1)
530 1)
7,882
R
e
s
u
l
t
s
4
–1,070
283
331
–109
1,954
1,393
Cash flow from operating activities
4,622
10,044
9,275
Investing activities
Investments in property, plant and equipment
Sales of property, plant and equipment
Investments in shares and other investments
Divestments of shares and other investments
Lending, net
Other investing activities
Short-term investments
Cash flow from investing activities
Cash flow before financing activities
Financing activities
Changes in current liabilities to subsidiaries
Proceeds from issuance of borrowings
Repayment of borrowings
Stock issue
Sale/repurchase of own shares
Dividends paid
Settled contributions from/to (–) subsidiaries
Other financing activities
Cash flow from financing activities
Effect from remeasurement in cash
Net change in cash
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period
1) Restated for contributions to/from subsidiaries.
–224
–
–1,807
9,792
–2,668
1
5,043
10,137
–148
16
–3,718
7
–3,074
–1,730
16,357
7,710
–160
9
–2,178
42
8,973
–1,317
–1,910
3,459
14,759
17,754
12,734
2,795
8,132
–7,296
159
–93
–8,033
–543
–158
–5,037
–9,361
–
–
–
92
–7,207
409
288
–15,779
3,503
–
–1,055
–
–
–6,391
–209
–310
–4,462
–1,064
–126
–1,310
8,658
1,849
6,962
17,288
15,439
8,477
P19
25,946
17,288
15,439
Parent company financial statements
Ericsson | Annual Report 2012
105
OUR BUSINESSCorporate governanceSHAREHOLDERSOTHER INFORMATION results
Parent company FINANCIAL STATEMENTS
CONTINUED
Parent Company Statement of Changes in Stockholders’ Equity
Capital
stock
Revaluation
reserve
Statutory
reserve
Total
restricted
equity
Disposition
reserve
Fair value
reserves
Other
retained
earnings
Non-
restricted
equity
January 1, 2012
Total comprehensive income
Transactions with owners
Stock issue
Sale of own shares
Stock Purchase Plans
Repurchase of own shares
Dividends paid
December 31, 2012
January 1, 2011
Total comprehensive income
Transactions with owners
Sale of own shares
Stock Purchase Plans
Dividends paid
December 31, 2011
16,367
–
159
–
–
–
–
16,526
16,367
–
–
–
–
16,367
20
–
–
–
–
–
–
20
20
–
–
–
–
20
31,472
–
–
–
–
–
–
31,472
31,472
–
–
–
–
31,472
47,859
–
159
–
–
–
–
48,018
47,859
–
–
–
–
47,859
100
–
–
–
–
–
–
100
100
–
–
–
–
100
203
–203
–
–
–
–
–
–
–
203
–
–
–
203
40,417
–6,793
–
66
26
–159
–8,033
25,524
42,874
4,627
92
31
–7,207
40,417
40,720
–6,996
–
66
26
–159
–8,033
25,624
42,974
4,830
92
31
–7,207
40,720
Total
88,579
–6,996
159
66
26
–159
–8,033
73,642
90,833
4,830
92
31
–7,207
88,579
106
Ericsson | Annual Report 2012
notes to the Parent Company
FINANCIAL STATEMENTS
Segment information
Segment information is reported according to requirements in
the Swedish Annual Accounts Act regarding net sales for business
segments and geographical areas.
Borrowing costs
All borrowing costs in relation to qualifying assets are expensed
as incurred.
R
e
s
u
l
t
s
Business combinations
Transaction costs attributable to the acquisition are included in the
cost of acquisition in the parent company statements compared to
Group Statements where these costs are expenses as incurred.
Critical accounting estimates and judgments
See Notes to the consolidated financial statements – Note C2,
“Critical accounting estimates and judgments”. Major critical accounting
estimates and judgments applicable to the Parent Company include
“Trade and customer finance receivables” and “Acquired intellectual
property rights and other intangible assets, excluding goodwill”.
P2
Segment Information
There were no Parent Company net sales during 2012 and 2011.
Parent Company net sales in 2010 amounted to SEK 33 million, related
to business segment Networks and region Latin America.
P3
Other Operating Income
and Expenses
Other operating income and expenses
License revenues and other
operating revenues
Subsidiary companies
Other
Net gains/losses (–) on sales of
tangible assets
Total
2012
2011
2010
2,488
49
–3
2,534
2,704
479
1
3,184
2,305
815
–2
3,118
P1
Significant Accounting Policies
The financial statements of the Parent Company, Telefonaktiebolaget
LM Ericsson, have been prepared in accordance with the Annual
Accounts Act and RFR 2 “Reporting in separate financial statements”.
RFR 2 requires the Parent Company to use the same accounting
principles as for the Group, i.e. IFRS, to the extent allowed by RFR 2.
The main deviations between accounting policies adopted for the
Group and accounting policies for the Parent Company are:
Subsidiaries, associated companies and joint ventures
The investments are accounted for according to the acquisition
cost method. Investments are carried at cost and only dividends
are accounted for in the income statement. An impairment test is
performed annually and write-downs are made when permanent
decline in value is established.
UFR 2 has been withdrawn by the Swedish Financial
Reporting Board. Contributions to/from subsidiaries and
shareholders’ contributions are accounted for according to RFR 2.
Contributions from/to Swedish subsidiaries are reported as untaxed
reserves, net in the income statement. Comparison years have been
restated accordingly.
Shareholders’ contributions increase the Parent Company’s
investments.
Classification and measurement of financial instruments
IAS 39 Financial Instruments: Recognition and Measurement
is adopted, except regarding financial guarantees where the
exception allowed in RFR 2 is chosen. Financial guarantees are
included in Contingent liabilities.
Leasing
The Parent Company has one rental agreement which is accounted for
as a finance lease in the consolidated statements and as an operating
lease in the Parent Company financial statements.
Deferred taxes
The accounting of untaxed reserves in the balance sheet results in
different accounting of deferred taxes as compared to the principles
applied in the consolidated statements. Swedish GAAP and tax
regulations require a company to report certain differences between
the tax basis and book value as an untaxed reserve in the balance
sheet of the stand-alone financial statements. Changes to these
reserves are reported as an addition to, or withdrawal from, untaxed
reserves in the income statement.
Pensions
Pensions are accounted for in accordance with the recommendation
FAR SRS RedR 4 “Accounting for pension liability and pension cost”
from the Institute for the Accountancy Profession in Sweden. According
to RFR 2, IAS 19 shall be adopted regarding supplementary disclosures
when applicable.
Notes to the Parent company financial statements
Ericsson | Annual Report 2012
107
OUR BUSINESSCorporate governanceSHAREHOLDERSOTHER INFORMATION P4
Financial Income and Expenses
P5
Taxes
Financial income and expenses
2012
2011
2010
Income taxes recognized in the income statement
The following items are included in Taxes:
Taxes
5,031
61
5,198
6
6,369
8
132
4,768
154
–
104
–
Other current income taxes for the year
Current income taxes related to prior
years
Deferred tax income/expense (–)
related to temporary differences
Taxes
2012
–125
–112
–52
–289
2011
–125
2010
–288
74
–15
–52
–103
–85
–388
A reconciliation between actual tax expense for the year and the
theoretical tax expense that would arise when applying the statutory
tax rate in Sweden, 26.3% (starting from January 1, 2009), on income
before taxes is shown in the the table below.
Reconciliation of actual income tax rate to the actual income
tax rate
Tax rate in Sweden (26.3%)
Current income taxes related
to prior years
Tax effect of non-deductible
expenses
Tax effect of non-taxable
income
Tax effect related to write-downs of
investments in subsidiary companies
Tax effect of change in deferred tax rate
Actual tax cost (–)
2012
2011
2010
1,711
–1,244
–2,036
–112
–29
74
–14
–15
–91
2,655
1,429
1,776
–4,476
–38
–289
–348
–
–103
–22
–
–388
Deferred tax balances
On November 21, 2012, the Swedish Parliament decided to cut the
company tax rate from 26.3% to 22.0%, applicable from January 1,
2013. Deferred tax assets and liabilities have been calculated with
the new tax rate.
Tax effects of temporary differences have resulted in deferred tax
assets as follows:
Deferred tax assets
Deferred tax assets
2012
198
2011
250
Deferred tax assets refer mainly to costs related to customer finance
and provisions for restructuring costs.
Financial Income
Result from participations
in subsidiary companies
Dividends
Net gains on sales
Result from participations in joint
ventures and associated companies
Dividends
Net gains on sales
Result from other securities and
receivables accounted for as fixed
assets
Net gains on sales
Other interest income and
similar profit/loss items
Subsidiary companies
Other
Total
Financial Expenses
Losses on sales of participations
in subsidiary companies
Write-down of investments
in subsidiary companies
Net loss from joint ventures and
associated companies
Write-down of participations
in other companies
Interest expenses and
similar profit/loss items
Subsidiary companies
Other
Other financial expenses
Total
Financial net
62
1
26
472
1,406
11,932
280
2,433
8,072
221
746
7,474
–36
–1
–
–
–1,330
–82
–16,972
–47
–189
–1,089
–59
–18,392
–6,460
–
–
–
–
–304
–1,109
–21
–2,765
5,307
–95
–612
–40
–829
6,645
Interest expenses on pension liabilities are included in the interest expenses shown above.
108
Ericsson | Annual Report 2012
P6
Intangible Assets
Patents, licenses, trademarks and similar rights
Accumulated acquisition costs
Opening balance
Acquisitions
Sales/disposals
Closing balance
Accumulated amortization
Opening balance
Amortization
Sales/disposals
Closing balance
Accumulated impairment losses
Opening balance
Impairment losses
Closing balance
Net carrying value
2012
2011
4,167
–
–21
4,146
–2,134
–218
–
–2,352
–945
–
–945
849
3,888
279
–
4,167
–1,897
–237
–
–2,134
–945
–
–945
1,088
The balances relate mainly to Marconi trademark acquired during 2006.
The useful life and amortization period for this trademark has been set
to 10 years.
P7
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment
2012
Accumulated acquisition costs
Opening balance
Additions
Sales/disposals
Reclassifications
Closing balance
Accumulated depreciation
Opening balance
Depreciation
Sales/disposals
Closing balance
Net carrying value
2011
Accumulated acquisition costs
Opening balance
Additions
Sales/disposals
Reclassifications
Closing balance
Accumulated depreciation
Opening balance
Depreciation
Sales/disposals
Closing balance
Net carrying value
R
e
s
u
l
t
s
Land and
buildings
Other
equipment
and installations
Construction
in process and
advance payments
–
–
–
–
–
–
–
–
–
–
13
–
–13
–
–
–
–
–
–
–
1,225
37
–53
58
1,267
–814
–177
50
–941
326
1,102
32
–71
162
1,225
–714
–168
68
–814
411
80
187
–
–58
209
–
–
–
–
209
126
116
–
–162
80
–
–
–
–
80
Total
1,305
224
–53
–
1,476
–814
–177
50
–941
535
1,241
148
–84
–
1,305
–714
–168
68
–814
491
Notes to the Parent company financial statements
Ericsson | Annual Report 2012
109
OUR BUSINESSCorporate governanceSHAREHOLDERSOTHER INFORMATION P8
Financial Assets
Investments in subsidiary companies, joint ventures and associated companies
Opening balance
Acquisitions and stock issues
Shareholders’ contribution
Reclassifications
Repayment of shareholders’ contribution
Write-downs
Disposals
Closing balance
Subsidiary companies
2012
79,511
1,682
191
–
–
–
–545
80,839
2011
77,566
3,344
88
–
–156
–1,330
–1
79,511
Joint ventures
2012
Associated companies
2011
2012
2011
12,736
–
–
5,029 1)
–
–13,629 1)
–4,136
–
12,736
–
–
–
–
–
–
12,736
330
–
–
7
–
–
–
337
330
–
–
–
–
–
–
330
1) Reclassification of short-term credit facility and write-down is including original investment and short-term credit facility.
Other financial assets
Accumulated acquisition costs
Opening balance
Additions
Disposals/repayments/deductions
Reclassifications
Translation difference
Closing balance
Accumulated write-downs/allowances
Opening balance
Write-downs/allowances
Disposals/repayments/deductions
Reclassifications
Translation difference
Closing balance
Net carrying value
Other
investments in shares
and participations
2011
2012
Receivables
from subsidiaries,
non-current
2011
2012
Customer finance,
non-current
2011
2012
Other financial
assets, non-current
2011
2012
288
45
–3
–7
–
323
–9
–47
–
–
–
–56
267
93
195
–
–
–
288
–9
–
–
–
–
–9
279
8,017
9,725
–1,301
–93
–611
15,737
–
–
–
–
–
–
15,737
6,666
93
–
1,253
5
8,017
–
–
–
–
–
–
8,017
1,379
547
–516
–328
–17
1,065
–42
–57
10
20
3
–66
999
1,073
830
–216
–311
3
1,379
–46
–
4
–
–
–42
1,337
1,203
20
–78
8
–
1,153
–
–
–
–
–
–
1,153
302
101
–17
817
–
1,203
–
–
–
–
–
–
1,203
110
Ericsson | Annual Report 2012
P9
Investments
The following listing shows certain shareholdings owned directly
and indirectly by the Parent Company as of December 31, 2012.
A complete listing of shareholdings, prepared in accordance with the
Swedish Annual Accounts Act and filed with the Swedish Companies
Registration Office (Bolagsverket), may be obtained upon request
to: Telefonaktiebolaget LM Ericsson, External Reporting, SE-164 83
Stockholm, Sweden.
Shares owned directly by the Parent Company
Type
Company
Reg. No.
Domicile
Percentage
of ownership
Par value in local
currency, million
Carrying value,
SEK million
I
I
I
II
I
I
II
I
II
I
II
I
I
I
II
II
I
I
I
I
II
I
I
I
I
I
I
I
I
I
I
Subsidiary companies
I
I
I
II
III
Ericsson AB
Ericsson Shared Services AB
Netwise AB
AB Aulis
Ericsson Credit AB
Other (Sweden)
Ericsson Austria GmbH
Ericsson Danmark A/S
Oy LM Ericsson Ab
Ericsson Participations France SAS
Ericsson Germany GmbH
Ericsson Hungary Ltd.
LM Ericsson Holdings Ltd.
Ericsson Telecomunicazioni S.p.A.
Ericsson Holding International B.V.
Ericsson A/S
Ericsson Television AS
Ericsson Corporatia AO
Ericsson España
Ericsson AG
Ericsson Holding Ltd.
Other (Europe, excluding Sweden)
Ericsson Holding II Inc.
Cía Ericsson S.A.C.I.
Ericsson Canada Inc.
Bel-Air Networks
Ericsson Telecom S.A. de C.V.
Other (United States, Latin America)
Teleric Pty Ltd.
Ericsson Ltd.
Ericsson (China) Company Ltd.
Ericsson India Private Ltd.
Ericsson India Global Services PVT. Ltd
LG-Ericsson Ltd.
Ericsson (Malaysia) Sdn. Bhd.
Ericsson Telecommunications Pte. Ltd.
Ericsson South Africa PTY. Ltd
Ericsson Taiwan Ltd.
Ericsson (Thailand) Ltd.
Other countries (the rest of the world)
Total
Joint ventures and associated companies
II
III
I
I
ST-Ericsson SA
ST-Ericsson AT SA
Rockstar Consortium Group
Ericsson Nikola Tesla d.d.
Total
Key to type of company
I Manufacturing, distribution and development companies
II Holding companies
III Finance companies
556056-6258
556251-3266
556404-4286
556030-9899
556326-0552
Sweden
Sweden
Sweden
Sweden
Sweden
Austria
Denmark
Finland
France
Germany
Hungary
Ireland
Italy
The Netherlands
Norway
Norway
Russia
Spain
Switzerland
United Kingdom
United States
Argentina
Canada
Canada
Mexico
Australia
China
China
India
India
Korea
Malaysia
Singapore
South Africa
Taiwan
Thailand
Switzerland
Switzerland
Canada
Croatia
100
100
100
100
100
–
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
–
100
95 1)
100
100
100
–
100
100
100
100
100
75
70
100
100
80
49 2)
–
50
51
21
49
50
361
2
14
5
–
4
90
13
26
–
1,301
2
44
222
75
161
5
43
–
328
–
2,830
41
–
–
n/a
–
20
2
65
725
389
150
2
2
–
240
90
–
137
–
1
65
R
e
s
u
l
t
s
20,731
2,216
306
6
5
1,742
65
216
196
524
4,232
120
15
5,857
3,200
114
1,788
5
170
–
4,094
275
29,006
178
51
170
1,050
67
100
2
475
147
64
3,285
4
1
108
20
17
215
80,839
–
–
7
330
337
1) Through subsidiary holdings, total holdings amount to 100% of Cia Ericsson S.A.C.I.
2) Through subsidiary holdings, total holdings amount to 100% of Ericsson (Thailand) Ltd.
Notes to the Parent company financial statements
Ericsson | Annual Report 2012
111
OUR BUSINESSCorporate governanceSHAREHOLDERSOTHER INFORMATION
Shares owned by subsidiary companies
Type Company
Reg. No.
Domicile
Percentage
of ownership
Subsidiary companies
II
I
I
I
II
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
Ericsson Cables Holding AB
Ericsson France SAS
Ericsson Telekommunikation GmbH & Co. KG 1)
LM Ericsson Ltd.
Ericsson Nederland B.V.
Ericsson Telecommunicatie B.V.
Ericsson Telekomunikasyon A.S.
Ericsson Ltd.
Ericsson Inc.
Ericsson IP Infrastructure Inc.
Drutt Corporation Inc.
Optimi Corporation
Redback Networks Inc.
Telcordia Technologies Inc.
Ericsson Telecommunicações S.A.
Ericsson Australia Pty. Ltd.
Ericsson (China) Communications Co. Ltd.
Nanjing Ericsson Panda Communication Co. Ltd.
Ericsson Japan K.K.
Ericsson Communication Solutions Pte Ltd.
Key to type of company
I Manufacturing, distribution and development companies
II Holding companies
556044-9489
Sweden
France
Germany
Ireland
The Netherlands
The Netherlands
Turkey
United Kingdom
United States
United States
United States
United States
United States
United States
Brazil
Australia
China
China
Japan
Singapore
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
51
100
100
1) Disclosures Pursuant to Section 264b of the German Commercial Code (Handelsgesetzbuch – HGB)
Applying Section 264b HGB, LHS Holding GmbH & Co. KG, LHS Communication GmbH & Co. KG and LHS
Telekommunikation GmbH & Co. KG, all located in Frankfurt am Main/Germany, are exempted from the obligation
to prepare, have audited and disclose financial statements and a management report in accordance with the legal
requirements being applicable for German corporations.
Movements in allowances for impairment
Opening balance
Additions
Utilization
Reversal of excess
amounts
Translation difference
Closing balance
Trade receivables
2011
2012
Customer finance
2011
2012
23
–
–
–
–
23
24
1
–2
–
–
23
65
62
–9
–20
–1
97
93
14
–31
–11
–
65
P10 Inventories
Inventories
Finished products and goods for resale
Inventories
2012
2011
55
55
61
61
P11
Trade Receivables
and Customer Finance
Credit risk management is governed on a Group level.
For further information, see Notes to the consolidated financial
statements – Note C14, “Trade receivables and customer finance”
and Note C20, “Financial risk management and financial instruments”.
Trade receivables and customer finance
Trade receivables excluding associated
companies and joint ventures
Allowances for impairment
Trade receivables, net
Trade receivables related to associated
companies and joint ventures
Trade receivables, total
Customer finance
Allowances for impairment
Customer finance, net
2012
2011
57
–23
34
1
35
2,116
–97
2,019
71
–23
48
3
51
2,285
–65
2,220
112
Ericsson | Annual Report 2012
Aging analysis as per December 31
2012
Neither impaired nor past due
Impaired, not past due
Past due in less than 90 days
Past due in 90 days or more
Past due and impaired in less than 90 days
Past due and impaired in 90 days or more
Total
2011
Neither impaired nor past due
Impaired, not past due
Past due in less than 90 days
Past due in 90 days or more
Past due and impaired in less than 90 days
Past due and impaired in 90 days or more
Total
Outstanding customer finance
On-balance sheet customer finance
Financial guarantees for third parties
Total customer finance
Accrued interest
Less third-party risk coverage
Parent Company’s risk exposure
On-balance sheet credits, net carrying value
Of which short term
Credit commitments for customer finance
Trade receivables
excluding associated
companies
and joint ventures
Allowances for
impairment of
receivables
Trade receivables
related to associated
companies
and joint ventures
Customer finance
Allowances for
impairment of
customer finance
25
–
5
2
–
25
57
44
–
2
1
–
24
71
–
–
–
–
–
–23
–23
–
–
–
–
–
–23
–23
1
–
–
–
–
–
1
3
–
–
–
–
–
3
1,516
474
21
14
70
21
2,116
1,758
238
238
10
37
4
2,285
–
–48
–
–
–44
–5
–97
–
–27
–
–
–34
–4
–65
R
e
s
u
l
t
s
2012
2,116
258
2,374
56
–177
2,253
2,019
1,020
543
2011
2,285
422
2,707
26
–469
2,264
2,220
883
669
P12
Receivables and Liabilities – Subsidiary
Companies
Receivables and liabilities – subsidiary companies
Payment due by period
< 1
year
1–5
years
>5
years
Total
2012
Total
2011
Non-current
receivables 1)
Financial receivables
Current receivables
Trade receivables
Financial receivables
Total
Non-current
liabilities 1)
Financial liabilities
Current liabilities
Trade payables
Financial liabilities
Total
43
9,694
6,000
15,737
8,017
896
15,299
16,195
–
277
46,682
46,959
–
–
–
–
–
–
–
–
–
–
896
15,299
16,195
816
15,917
16,733
26,732
26,732
26,896
–
–
–
277
46,682
46,959
387
37,752
38,139
1) Including non interest-bearing receivables and liabilities, net, amounting
to SEK –20,732 million in 2012 (SEK –19,595 million in 2011).
During 2012 the Parent Company transferred certain customer finance
assets to third parties, and continues to recognize a part of such assets
corresponding to the extent of its continuing involvement. The total
carrying amount of the original assets transferred was SEK 471 (194)
million, the amount of the assets that the Parent Company continues
to recognize was SEK 28 (10) million, and the carrying amount of the
associated liabilities was SEK 0 (0) million.
Notes to the Parent company financial statements
Ericsson | Annual Report 2012
113
OUR BUSINESSCorporate governanceSHAREHOLDERSOTHER INFORMATION P13
Other Current Receivables
P14
Equity and other comprehensive income
Other current receivables
Prepaid expenses
Accrued revenues
Derivatives with a positive value
Other
Total
2012
446
75
3,520
269
4,310
2011
425
405
1,517
241
2,588
Capital stock 2012
Capital stock at December 31, 2012, consisted of the following:
Capital stock
Class A shares 1)
Class B shares 1)
Total
Number
of shares
261,755,983
3,043,295,752
3,305,051,735
Capital
stock
1,309
15,217
16,526
1) Class A shares (quotient value SEK 5.00) and Class B shares (quotient value SEK 5.00).
Equity and other comprehensive income 2012
January 1, 2012
Net income
Other comprehensive income
Cash flow hedges
Gains/losses arising during the period
Total other comprehensive income
Total comprehensive income
Transactions with owners
Stock issue
Sale of own shares
Stock Purchase Plans
Repurchase of own shares
Dividends paid
December 31, 2012
Capital
stock
16,367
–
–
–
–
159
–
–
–
–
16,526
Revalua-
tion
reserve
Statutory
reserve
Total
restricted
equity
Disposi-
tion
reserve
Fair
value
reserves
Other
retained
earnings
Non-
restricted
equity
20
–
–
–
–
–
–
–
–
–
20
31,472
–
47,859
–
100
–
203
–
40,417
–6,793
40,720
–6,793
–
–
–
–
–
–
–
–
31,472
–
–
–
159
–
–
–
–
48,018
–
–
–
–
–
–
–
–
100
–203
–203
–203
–
–
–
–
–
–
–
–
–6,793
–
66
26
–159
–8,033
25,524
–203
–203
–6,996
–
66
26
–159
–8,033
25,624
Equity and other comprehensive income 2011
January 1, 2011
Net income
Other comprehensive income
Cash flow hedges
Gains/losses arising during the period
Total other comprehensive income
Total comprehensive income
Transactions with owners
Sale of own shares
Stock Purchase Plans
Dividends paid
December 31, 2011
Capital
stock
16,367
–
–
–
–
–
–
–
16,367
Revalua-
tion
reserve
Statutory
reserve
Total
restricted
equity
Disposi-
tion
reserve
Fair
value
reserves
Other
retained
earnings
Non-
restricted
equity
20
–
–
–
–
–
–
–
20
31,472
–
47,859
–
–
–
–
–
–
–
–
–
–
31,472
–
–
–
47,859
100
–
–
–
–
–
–
–
100
–
–
42,874
4,627
42,974
4,627
203
203
203
–
–
–
203
–
–
4,627
92
31
–7,207
40,417
203
203
4,830
92
31
–7,207
40,720
Total
88,579
–6,793
–203
–203
–6,996
159
66
26
–159
–8,033
73,642
Total
90,833
4,627
203
203
4,830
92
31
–7,207
88,579
114
Ericsson | Annual Report 2012
Plan assets allocation
Equities
Interest-bearing securities
Other
Total
Change in the Defined benefit obligation
Opening balance
Payment to pension trust
Payment to pension trust, reclassified
Pension costs, excluding taxes, related to
defined benefit obligations accounted for
in the income statement
Pension payments
Return on plan assets
Return on plan assets not accounted for
Closing balance provision for pensions
2012
2011
276
549
48
873
2012
376
–58
24
100
–56
–59
59
386
167
461
128
756
2011
389
–36
–
98
–50
–25
–
376
R
e
s
u
l
t
s
Estimated pension payments for 2013 are SEK 61 million.
Total pension cost and income recognized
in the Income statement
Defined benefit obligations
Costs excluding interest and taxes
Interest cost
Credit insurance premium
Total cost defined benefit plans
excluding taxes
Defined contribution plans
Pension insurance premium
Total cost defined contribution plans
excluding taxes
Return on plan assets
Total pension cost, net excluding taxes
2012
2011
61
39
1
101
59
59
–
160
55
43
–1
97
123
123
–25
195
Of the total pension cost, SEK 121 million (SEK 177 million in 2011)
is included in operating expenses and SEK 39 million (SEK 18 million
in 2011) in the financial net.
P15
Untaxed Reserves
Untaxed reserves
2012
Accumulated depreciation
in excess of plan
Total accumulated depre-
ciation in excess of plan
Jan 1
Additions/
withdrawals (–)
Dec 31
676
–388
288
Change in depreciation in excess of plan of intangible assets relates
mainly to Marconi and Redback trademarks. Deferred tax liability on
untaxed reserves, not accounted for in deferred taxes, amounts to SEK
64 million (SEK 178 million in 2011).
Contributions to Swedish subsidiaries amount to SEK 6,570 million
(SEK 2,008 in 2011) and contributions from Swedish subsidiaries
amount to SEK 4,536 million (SEK 29 million in 2011)
P16
Post-employment benefits
The Parent Company has two types of pension plans:
> Defined contribution plans: post-employment benefit plans
where the Parent Company pays fixed contributions into separate
entities and has no legal or constructive obligation to pay further
contributions if the entities do not hold sufficient assets to pay all
employee benefits relating to employee service. The expenses for
defined contribution plans are recognized during the period when
the employee provides service.
> Defined benefit plans: post-employment benefit plans where the
Parent Company’s undertaking is to provide predetermined benefits
that the employee will receive on or after retirement. The FPG/PRI
plan for the Parent Company is partly funded. FPG is a Swedish
credit insurance company for pension obligations and PRI is a
pension registration institute. Pension obligations are calculated
annually, on the balance sheet date, based on actuarial assumptions.
Defined benefit obligation – amount recognized in the
Balance sheet
Present value of wholly or partially
funded pension plans 1)
Fair value of plan assets
Unfunded/net surplus(–) of funded pension plans
Present value of unfunded pension plans
Excess from plan assets not accounted for
Payment to pension trust, reclassified
Closing balance provision for pensions
2012
2011
713
–873
–160
386
136
24
386
679
–756
–77
376
77
–
376
1) This FPG/PRI obligation is covered by the Swedish law on safeguarding of pension
commitments.
The defined benefit obligations are calculated based on the actual
salary levels at year-end and based on a discount rate of 3.7%.
Weighted average life expectancy after the age of 65 is 25 years for
women and 23 years for men.
In 2005, SEK 524 million was transferred into the Swedish pension
trust. From 2009–2012 additional transfers of SEK 152 million have
been made.
The Parent Company utilizes no assets held by the pension trust.
Return on plan assets was 7.3% (0.9 % in 2011).
Notes to the Parent company financial statements
Ericsson | Annual Report 2012
115
OUR BUSINESSCorporate governanceSHAREHOLDERSOTHER INFORMATION Restruc turing
Customer
finance
160
16
–1
–106
2
71
318
72
–12
–218
–
160
87
–
–3
–
–
84
91
1
–
–2
–3
87
Other
28
3,548 2)
–200
–22
200
3,554
162
–
–134
–
–
28
Total other
provisions 1)
275
3,564
–204
–128
202
3,709
571
73
–146
–220
–3
275
P17
Other Provisions
Other provisions
2012
Opening balance
Additions
Reversal of excess amounts
Cash out/utilization
Reclassifications
Closing balance
2011
Opening balance
Additions
Reversal of excess amounts
Cash out/utilization
Reclassifications
Closing balance
1) Of which SEK 3,591 million (SEK 113 million in 2011) is expected to be utilized within one year.
2) Of which SEK 3,335 million is related to ST-Ericsson.
P18
Interest-Bearing Liabilities
As per December 31, 2012, the Parent Company’s outstanding
interest-bearing liabilities, excluding liabilities to subsidiaries, were
SEK 24.5 billion.
Interest-bearing liabilities
Borrowings, current
Current part of non-current borrowings 1)
Total current borrowings
Borrowings, non-current
Notes and bond loans
Other borrowings, non-current
Total non-current interest-bearing liabilities
Total interest-bearing liabilities
1) Including notes and bond loans of SEK 2,671 (3,461) million.
2012
2011
2,671
2,671
3,461
3,461
16,519
5,273
21,792
24,463
17,197
4,000
21,197
24,658
Notes and bond loans
Issued–maturing
Notes and bond loans
2007–2014
2007–2017
2009–2013
2009–2016 3)
2010–2020 4)
2012–2022
Total notes and bond loans
Bilateral loans
2008–2015 5)
2012–2019 6)
2012–2021 7)
Total bilateral loans
Nominal
amount
Coupon
Currency
Book value
(SEK m.)
0.484%
5.375%
5.000%
4.125%
220
500
313
300
170
1,000
4,000
98
98
EUR
EUR
EUR
USD
USD
USD
SEK
USD
USD
1,891
5,117 2)
2,671 2)
1,952
1,106
6,453
19,190
4,000
636
637
5,273
Unrealized hedge
gain/loss (included
in book value)
–799
–30
–829
Maturity date
Jun 27, 2014 1)
Jun 27, 2017
Jun 24, 2013
Jun 23, 2016
Dec 23, 2020
May 15, 2022
Jul 15, 2015
Sep 30, 2019
Sep 30, 2021
1) Next contractual repricing date March 27, 2013 (quarterly).
2) Interest rate swaps are designated as fair value hedges.
3) Private Placement, Swedish Export Credits Guarantee Board (EKN) / Swedish
5) European Investment Bank (EIB), R&D project financing.
6) Nordic Investment Bank (NIB), R&D project financing.
7) Nordic Investment Bank (NIB), R&D project financing.
Export Credit Corporation (SEK).
4) Private Placement, Swedish Export Credit Corporation (SEK).
116
Ericsson | Annual Report 2012
All outstanding notes and bond loans are issued under the Euro
medium-term note (EMTN) program or under its U.S. Securities and
Exchange (SEC) Registred program. Bonds issued at a fixed interest
rate are normally swapped to a floating interest rate using interest rate
swaps leaving a maximum of 50% of outstanding loans at fixed interest
rates. It resulted in weighted average interest rate of 4.69% (4.21%).
These bonds are revalued based on changes in benchmark interest
rates according to the fair value hedge methodology stipulated in IAS 39.
In May 2012 Ericsson placed a US dollar denominated 1 billion
10-year bond with a fixed coupon rate of 4,125%. The offer was made
pursuant to Ericsson’s shelf registration statement filed with the U.S.
SEC in April 2012, and a prospectus supplement thereto. This was
Ericsson´s debut issue on the US bond market.
In June 2012 Ericsson repurchased notes with a nominal value of
EUR 286.79 million from the EUR 600 million 5 percent Notes due 2013
and notes with a nominal value of EUR 154.52 million from the EUR 375
million Floating Rate Notes due 2014 pursuant to a tender offer process.
In July 2012 Ericsson signed a loan of EUR 150 million with the
Nordic Investment Bank (NIB). The loan is divided into two equal
tranches with respective seven- and nine-year maturity and was
disbursed in December 2012. The loan supports Ericsson’s R&D
activities to develop the next generation radio and IP technology
supporting Mobile Broadband build-out globally.
In October 2012 Ericsson signed a loan agreement with the
European Investment Bank (EIB). The loan amount is EUR 500 million
(or the equivalent in USD), and Ericsson has an option for disbursement
until April 2014. This loan facility currently remains undrawn. The
loan will mature seven years after disbursement. The loan supports
Ericsson’s R&D activities to further develop the next generation radio
and IP technology that supports mobile broadband build-out globally.
P19
Financial Risk Management
and Financial Instruments
Financial risk management
Ericsson’s financial risk management is governed on a Group level. For
further information see Notes to the Consolidated Financial Statements,
Note C20, “Financial Risk Management and Financial Instruments”.
Outstanding derivatives 1)
Fair value
Asset
Liability
Asset
Liability
2012
2011
Currency derivatives
Maturity within 3 months
Maturity between 3
and 12 months
Maturity 1 to 3 years
Total
Of which internal
Of which designated in
cash flow hedge relations
1,016
848
779
879
611
4
1,630
32
462
–
1,311
1,247
427
1
1,207
773
391
–
1,270
19
–
–
203
–
1) Some of the derivatives hedging non-current liabilities are recognized in the balance sheet
as non-current due to hedge accounting.
Outstanding derivatives 1)
Fair value
Asset
Liability
Asset
Liability
2012
2011
Interest rate derivatives
Maturity within 3 months
Maturity between 3
and 12 months
Maturity 1 to 3 years
Maturity 3 to 5 years
Maturity more than 5 years
Total
Of which designated in
fair value hedge relations
–
–
–
5
487
565
1,212
38
2,302 2)
285
681
738
–
1,705
324
381
416
778
1,899 2)
367
617
815
161
1,966
969
–
1,002
–
1) Some of the derivatives hedging non-current liabilities are recognized in the balance sheet
as non-current due to hedge accounting.
2) Of which SEK 825 million (SEK 816 million in 2011) is reported as non-current assets.
Cash, cash equivalents and short-term investments
R
e
s
u
l
t
s
SEK billion
Bank deposits
Type of issuer/counterpart
Governments
Corporations
Mortgage institutes
Total
Remaining time to maturity
> 5
years
1–5
years
< 1
year
< 3
months
21.8
–
–
–
3.4
3.1
–
28.3
4.5
–
–
4.5
10.6
–
13.2
23.8
0.8
–
–
0.8
2012
21.8
19.3
3.1
13.2
57.4
The instruments are classified as held for trading and are therefore
short-term investments.
During 2012, cash, cash equivalents and short-term investments
increased by SEK 1.3 billion to SEK 57.4 billion.
Repayment schedule of non-current borrowings
Nominal amount
(SEK billion)
Current maturities
of long-term debt
Borrowings
(non-current)
2013
2014
2015
2016
2017
2018 and later
Total
2.7
–
–
–
–
–
2.7
–
1.9
4.0
2.0
4.3
8.8
21.0
Total
2.7
1.9
4.0
2.0
4.3
8.8
23.7
Debt financing is mainly carried out through borrowing in the Swedish
and international debt capital markets.
Funding programs 1)
Amount
Utilized Unutilized
Euro Medium-Term Note program
(USD million)
SEC Registred program (USD Million)
Long-Term Committed Credit facility
(USD million)
EIB Committed Credit facility
(EUR million)
5,000
– 2)
1,833
1,000
2,000
500
–
–
3,167
–
2,000
500
1) There are no financial covenants related to these programs.
2) Program amount not determined.
At year-end, the Company’s credit ratings remained at A3 (stable) by
Moody’s and BBB+ (stable) by Standard & Poor’s. Both credit ratings
are considered to be solid investment grade.
In early 2013 Standard & Poor’s changed the credit rating from
BBB+ outlook stable to outlook negative and Moody’s changed the
credit rating from A3 with outlook stable to outlook negative
Notes to the Parent company financial statements
Ericsson | Annual Report 2012
117
OUR BUSINESSCorporate governanceSHAREHOLDERSOTHER INFORMATION 2012
2011
45.8
33.9
–
43.0
28.9
–
–98.8
–19.1
–90.4
–18.5
2012
520
520
2011
452
452
Financial instruments carried at other than fair value
In the following tables, carrying amounts and fair values of financial
instruments that are carried in the financial statements at other than
fair values are presented. Assets valued at fair value through profit
and loss had a net gain of SEK 1.5 billion. For further information
about valuation principles, see Notes to the consolidated financial
statements, Note C1, “Significant accounting policies”.
Financial instruments, book value
Trade
receiv-
ables
P11
Short-term
invest-
ments
Receiv-
ables and
liabili ties
subsidia-
ries P12
Borrow-
ings
P18
Trade
payables
P21
Cash
Equivalents
Other
current
receiv-
ables
P13
Other
current
liabilities
P20
Other
non-
current
assets
–
2.0
–
–
2.0
31.5
–
–
–
31.5
–
31.9
–
–73.7
–41.8
–
–
–
–
–
–
–24.5
–24.5
–0.6
–0.6
12.2
–
–
–
12.2
3.5
–
–
–
3.5
–2.2
–
–
–
–2.2
0.8
–
–
–
0.8
SEK billion
Assets at fair value
through profit or loss
Loans and receivables
Available for sale assets
Financial liabilities at
amortized cost
Total
Financial instruments carried at other than fair value
SEK billion
Current part of
non-current borrowings
Borrowings non-current
Total
Book value
2011
2012
2.7
21.8
24.5
3.5
21.2
24.7
Fair value
2011
3.5
21.1
24.6
2012
2.7
22.5
25.2
Financial instruments excluded from the tables, such as trade
receivables and payables, are carried at amortized cost which is
deemed to be equal to fair value. When a market price is not readily
available and there is insignificant interest rate exposure affecting
the value, the book value is considered to represent a reasonable
estimate of a fair value.
P20
Other Current Liabilities
P22
Assets Pledged as Collateral
Assets pledged as collateral
Bank deposits
Total
The major item in bank deposits is the internal bank’s clearing and
settlement commitments of SEK 335 million (SEK 267 million in 2011).
P23
Contingent Liabilities
Contingent liabilities
Total contingent liabilities
2012
2011
16,719
18,518
2012
254
392
302
90
7
2,214
260
3,127
2011
329
416
307
109
10
3,216
214
4,185
Contingent liabilities include pension commitments of SEK 14,953
million (SEK 14,355 million in 2011).
In accordance with standard industry practice, the Company enters
into commercial contract guarantees related to contracts for the supply
of telecommunication equipment and services. Total amount for 2012
was SEK 18,473 million (SEK 20,249 million in 2011). Potential payments
due under these bonds are related to the Company’s performance
under applicable contracts.
For information about financial guarantees, see Note P11,
“Trade Receivables and Customer Finance”.
Other current liabilities
Accrued interest
Accrued expenses, of which
Employee related
Other
Deferred revenues
Derivatives with a negative value
Other current liabilities
Total
P21
Trade Payables
Trade payables
Trade payables excluding associated
companies and joint ventures
Total
All trade payables fall due within 90 days.
2012
2011
555
555
706
706
118
Ericsson | Annual Report 2012
P24
Statement of Cash Flows
Interest paid in 2012 was SEK 1,218 million (SEK 1,258 in 2011 and
SEK 657 million in 2010) and interest received was SEK 1,536 million
(SEK 2,532 in 2011 and SEK 816 million in 2010. Income taxes received
were SEK 133 million (income taxes received were SEK 147 million
in 2011 and income taxes paid were SEK 269 in 2010).
Adjustments to reconcile net income to cash
Leasing with the Parent Company as lessor
At December 31, 2012, future minimum payment receivables
were distributed as follows:
Future minimum payment receivables
2013
2014
2015
2016
2017
2018 and later
Total
Operating
leases
15
2
1
1
1
1
21
The operating lease income is mainly income from sublease
of real estate. See Notes to the consolidated financial statements,
Note C27, “Leasing”.
R
e
s
u
l
t
s
P26
Information Regarding Employees
2012
2011
2010
177
177
218
–
218
395
421
168
168
237
–
237
405
250
149
149
228
945
1,173
1,322
119
12,167
1,326
50
Average number of employees
–388
2,034
–
–193
–339
1,979
–70
–388
100
–1,029
–
–32
14,436
3,163
530
Northern Europe &
Central Asia 1) 2)
Middle East
Total
1) Of which Sweden
2) Of which EU
Remuneration
2012
2011
Men Women
Total
Men Women
Total
200
238
438
200
200
169
29
198
169
169
369
267
636
369
369
197
202
399
197
197
162
31
193
162
162
359
233
592
359
359
Property, plant and equipment
Depreciation
Total
Intangible assets
Amortization
Impairment losses
Total
Total depreciation and amortization
on tangible and intangible assets
Taxes
Write-downs and capital gains (–)/
losses on sale of fixed assets,
excluding customer finance, net
Additions to/withdrawals from (–)
untaxed reserves
Unsettled group contributions
Unsettled dividends
Other non-cash items
Total adjustments to reconcile net
income to cash
P25
Leasing
Leasing with the Parent Company as lessee
At December 31, 2012, future payment obligations for leases
were distributed as follows:
Future payment obligations for leases
2013
2014
2015
2016
2017
2018 and later
Total
Wages and salaries and social security expenses
Wages and salaries
Social security expenses
Of which pension costs
Wages and salaries per geographical area
Northern Europe & Central Asia 1) 2)
Middle East
Total
1) Of which Sweden
2) Of which EU
2012
648
355
190
2011
580
403
246
2012
2011
416
232
648
416
416
417
163
580
417
417
Remuneration in foreign currency has been translated to SEK at average exchange rates for
the year.
Operating
leases
824
717
470
337
296
699
3,343
Remuneration to the Board of Directors and the
President and CEO
See Notes to the consolidated financial statements, Note C28,
“Information Regarding members of the Board of Directors,
the Group management and employees”.
Long-term variable remuneration
The Stock Purchase Plan
Compensation costs for all employees of the Parent Company
amounted to SEK 19.2 million in 2012 (SEK 25.1 million in 2011).
Notes to the Parent company financial statements
Ericsson | Annual Report 2012
119
OUR BUSINESSCorporate governanceSHAREHOLDERSOTHER INFORMATION
P27
Related Party Transactions
During 2012, various transactions were executed pursuant to
contracts based on terms customary in the industry and negotiated
on an arm’s length basis.
Ericsson Nikola Tesla d.d.
Ericsson Nikola Tesla d.d. is a company for design, sales and service
of telecommunications systems and equipment and an associated
member of the Ericsson Group. Ericsson Nikola Tesla d.d. is located
in Zagreb, Croatia. The Parent Company holds 49.07% of the shares.
For the Parent Company, the major transactions are license
revenues for Ericsson Nikola Tesla d.d.’s usage of trademarks and
received dividends.
Ericsson Nikola Tesla d.d.
Related party transactions
License revenues
Dividends
Related party balances
Receivables
2012
2011
8
133
1
4
154
1
The Parent Company does not have any contingent liabilities, assets
pledged as collateral or guarantees toward Ericsson Nikola Tesla d.d.
ST-Ericsson
ST-Ericsson, the joint venture between Ericsson and
STMicroelectronics, was formed on February 2, 2009, by merging
Ericsson Mobile Platforms with ST-NXP Wireless. The joint venture is
equally owned by Ericsson and STMicroelectronics.
The Parent Company holds 49.99% of shares in ST-Ericsson SA
and 51% in ST-Ericsson AT SA, both in Switzerland.
The Parent Company does not have any contingent liabilities,
assets pledged as collateral or guarantees towards ST-Ericsson.
ST-Ericsson
Related party transactions
License revenues
Dividends
Related party balances
Receivables
Loan
2012
2011
–
–
–
–
–
–
1
2,759
Sony Ericsson Mobile Communications AB
Parent company has divested its 50% stake in Sony Ericsson
Mobile Communications to Sony. The divestment was effected on
January 1, 2012.
Sony Ericsson Mobile Communications
Related party transactions
License revenues
Dividends
Related party balances
Receivables
2012
2011
–
–
–
179
–
1
Other related parties
For information regarding the remuneration of management,
see Notes to the consolidated financial statements, Note C28,
“Information regarding members of the Board of Directors,
the Group management and employees”.
120
Ericsson | Annual Report 2012
P28
Fees to Auditors
Fees to auditors
2012
Audit fees
Audit-related fees
Tax services fees
Other fees
Total
2011
Audit fees
Audit-related fees
Tax services fees
Other fees
Total
2010
Audit fees
Audit-related fees
Tax services fees
Other fees
Total
PwC
23
11
1
5
40
18
8
–
12
38
19
12
1
3
35
Allocation of fees to auditors is based on the requirements in the Swedish Annual
Accounts Act.
During the period 2010–2012, in addition to audit services, PwC
provided certain audit-related services, tax and other services to the
Parent Company. The audit-related services include quarterly reviews,
SSAE 16 reviews and services in connection with the issuing of
certificates and opinions. The tax services include general expatriate
services and corporate tax compliance work. Other services include
consultation on financial accounting, services related to acquisitions,
operational effectiveness and assessments of internal control.
P29
Events after the reporting period
On January 21, 2013, Ericsson announced its intention to acquire
Devoteam Telecom & Media operations in France. Devoteam has
employees in Europe, Middle East and Africa. The acquisition is in
line with Ericsson’s services strategy to broaden its IT capabilities.
In early 2013 Standard & Poors changed the credit rating from
BBB+ outlook stable to outlook negative and Moody´s changed the
credit rating from A3 with outlook stable to outlook negative.
In January, 2013, ST-Ericsson was granted a loan facility by
their owners of USD 260 million. Ericsson’s share of this credit facility
is USD 130 million.
On January 10, 2013, Adaptix Inc. filed two lawsuits against
Ericsson, AT&T, AT&T Mobility and MetroPCS Communications in
the US District Court for Eastern District of Texas alleging that certain
Ericsson products infringe five US patents assigned to Adaptix. Adaptix
seeks damages and an injunction.
On January 25, 2013, Adaptix filed a complaint with the US
International Trade Commission (ITC) against Ericsson, AT&T, AT&T
Mobility and MetroPCS Communications requesting that
the commission open a patent infringement investigation of certain
Ericsson products and further on January 29, 2013, Adaptix filed
a complaint with the Tokyo District Court alleging certain Ericsson
products infringe two JP patents assigned to Adaptix. Adaptix seeks
damages and an injunction.
Risk>factors
You should carefully consider all the information in this Annual
Report and in particular the risks and uncertainties outlined
below. Based on the information currently known to us, we
believe that the following information identifies the most
significant risk factors affecting our business. Any of the
factors described below, or any other risk factors discussed
elsewhere in this report, could have a material negative effect
on our business, operational and after-tax results, financial
position, cash flow, liquidity, credit rating, brand and/or our
share price. Additional risks and uncertainties not presently
known to us or that we currently believe to be immaterial may
also materially adversely affect our business. Furthermore, our
operational results may have a greater variability than in the
past and we may have difficulties in accurately predicting
future developments. See also “Forward-Looking Statements”.
Market,>Technology>and>Business>Risks
Challenging global economic conditions may adversely impact the
demand and pricing for our products and services as well as limit
our ability to grow.
Challenging global economic conditions could have adverse, wide-
ranging effects on demand for our products and for the products of our
customers. Adverse global economic conditions could cause operators
and other customers to postpone investments or initiate other cost-
cutting initiatives to improve their financial position. This could result
in significantly reduced expenditures for network infrastructure and
services, in which case our operating results would suffer. If demand for
our products and services were to fall in the future, we could experience
material adverse effects on our revenues, cash flow, capital employed and
value of our assets and we could incur operating losses. Furthermore, if
demand is significantly weaker or more volatile than expected, our credit
rating, borrowing opportunities and costs as well as the trading price of
our shares could be adversely impacted. When deemed necessary, we
undertake specific restructuring or cost saving initiatives, however, there
are no guarantees that such initiatives will be sufficient, successful or
executed in time to deliver any improvements in our earnings.
Should global economic conditions fail to improve, or worsen,
other business risks we face could intensify and could also negatively
impact the business prospects of operators and other customers.
Some operators and other customers, in particular in markets with
weak currencies, may incur borrowing difficulties and slower traffic
development, which may negatively affect their investment plans and
cause them to purchase less of our products and services.
The potential adverse effects of an economic downturn include:
>> Reduced demand for products and services, resulting in increased
price competition or deferrals of purchases, with lower revenues not
fully compensated through reduced costs
>> Risks of excess and obsolete inventories and excess
manufacturing capacity
>> Risk of financial difficulties or failures among our suppliers
>>
Increased demand for customer finance, difficulties in collection of
accounts receivable and increased risk of counterparty failures
>> Risk of impairment losses related to our intangible assets as a result
of lower forecasted sales of certain products
Contents
Market, technology and business risks
Regulatory, compliance and corporate
governance risks
Risks associated with owning Ericsson shares
121
126
127
R
E
S
U
L
T
S
>>
Increased difficulties in forecasting sales and financial results
as well as increased volatility in our reported results
>> A decline in the value of the assets in our pension plans and/or
increased pension liabilities due to discount rate changes
>> End user demand could also be adversely affected by reduced
consumer spending on technology, changed operator pricing,
security breaches and trust issues.
The telecommunications industry fluctuates and is affected by
many factors, including the economic environment, decisions by
operators and other customers regarding their deployment of
technology and their timing of purchases.
The telecommunications industry has experienced downturns in the past
in which operators substantially reduced their capital spending on new
equipment. While we expect the network service provider equipment
market and telecommunications services market to grow in the coming
years, the uncertainty surrounding the global economic recovery may
materially harm actual market conditions. Moreover, market conditions
are subject to substantial fluctuation, and could vary geographically and
across technologies. Even if global conditions improve, conditions in the
specific industry segments in which we participate may be weaker than
in other segments. In that case, the results of our operations may be
adversely affected.
If capital expenditures by operators and other customers is weaker
than we anticipate, our revenues and profitability may be adversely
affected. The level of demand by operators and other customers who
buy our products and services can change quickly and can vary over
short periods of time, including from month to month. Due to the
uncertainty and variations in the telecommunications industry, accurately
forecasting revenues, results, and cash flow remains difficult.
Sales volumes and gross margin levels are affected by the
variation and short order time of our products and services.
Our sales to operators and other customers represent a mix of
equipment, software and services, which normally generate different
gross margins. We sell our own products as well as third party
products, which normally have lower margins than our own products.
As a consequence, our reported gross margin in a specific period will
be affected by the overall mix of products and services as well as the
relative content of third party products. Further, network expansions
and upgrades have much shorter lead times for delivery than initial
network build outs. Orders for such network expansions and upgrades
> Risk>factors
Ericsson | Annual Report 2012
121
OUR BUSINESSCORPORATE GOVERNANCESHAREHOLDERSOTHER INFORMATION results
Risk>factors
CONTINUED
are normally placed with short notice by customers, often with less than
a month’s notice, and consequently variations in demand are difficult
to forecast. As a result, changes in our product and service mix and
the short order time for certain of our products may affect our ability
to accurately forecast sales and margins or detect in advance whether
actual results will deviate from market consensus. Short-term variation
could have a material adverse effect on our business, operating results
and financial condition.
We may not be able to properly respond to market trends in the
industries in which we operate, including the ongoing convergence
of the telecom, data and media industries, which may harm our
market position relative to our competitors.
We are affected by market conditions and trends within the industries
in which we operate, including the convergence of the telecom, data
and media industries. Convergence is largely driven by technological
development related to IP-based communications. This has changed the
competitive landscape and affects our objective setting, risk assessment
and strategies. Competitors new to our business may enter this new
business context and negatively impact our market share in selected
areas. If we fail to understand the market development, or fail to acquire
the necessary competences to develop and market products, services
and solutions that are competitive in this changing market, our business,
operating results and financial condition will suffer.
Our business depends upon the continued growth of mobile
communications and the acceptance of new services. If growth
slows or new services do not succeed, operators’ investment in
networks may slow or stop, harming our business.
A substantial portion of our business depends on the continued growth
of mobile communications in terms of both the number of subscriptions
and usage per subscriber, which in turn drives the continued deployment
and expansion of network systems by our customers. If operators fail to
increase the number of subscribers and/or stimulate increased usage,
our business and operational results could be materially adversely
affected. Also, if operators fail to monetize new services, fail to introduce
new business models or experience a decline in operator revenues or
profitability, their willingness to further invest in their network systems
may decrease which will reduce their demand for our products and
services and have an adverse effect on our business, operational results
and financial condition.
Fixed and mobile networks converge and new technologies, such
as IP and broadband, enable operators to deliver a range of new types
of services in both fixed and mobile networks. We are dependent upon
market acceptance of such services and the outcome of regulatory and
standardization activities in this field, such as spectrum allocation. If delays
in standardization, regulation, or market acceptance occur, this could
adversely affect our business, operational results and financial condition.
We face intense competition from our existing competitors as well
as new entrants, including IT companies entering the
telecommunications market, and this could materially adversely
affect our results.
The markets in which we operate are highly competitive in terms of
price, functionality, service quality, customization, timing of development,
122
Ericsson | Annual Report 2012
and the introduction of new products and services. We face intense
competition from significant competitors many of which are very large,
with substantial technological and financial resources and established
relationships with operators. Further, certain competitors, Chinese
companies in particular, have become relatively stronger in recent
years. We may also encounter increased competition from new market
entrants, alternative technologies or due to evolving industry standards.
In particular, we may face competition from large IT companies entering
the telecommunications market who benefit from economies of scale
from being active in several industries. We cannot assure that we will be
able to compete successfully with these companies. Our competitors
may implement new technologies before we do, offer more attractively
priced or enhanced products, services or solutions, or they may offer
other incentives that we do not provide. Some of our competitors may
also have greater resources in certain business segments or geographic
markets than we do. Increased competition could result in reduced profit
margins, loss of market share, increased research and development
costs as well as increased sales and marketing expenses. Traffic
development on cellular networks could be affected if more traffic is
off-loaded to Wi-Fi networks. Further, alternative services provided over-
the-top have profound effects on operator voice/ SMS revenues with
possible reduced capital expenses consequences.
Additionally, we operate in markets characterized by rapidly changing
technology. This results in continuous price erosion and increased price
competition for our products and services. If our counter measures,
including enhanced products and business models or cost reductions
cannot be achieved or do not occur in a timely manner, there could be
adverse impacts on our business, operating results, financial condition
and market share.
Vendor consolidation may lead to stronger competitors who are
able to benefit from integration, scale and greater resources.
Industry convergence and consolidation among equipment and
services suppliers could potentially result in stronger competitors
that are competing as end-to-end suppliers as well as competitors
more specialized in particular areas. Consolidation may also result in
competitors with greater resources than we have or in reduction of our
current scale advantages. This could have a materially adverse effect on
our business, operating results, financial condition and market share.
A significant portion of our revenue is currently generated from a
limited number of key customers, and operator consolidation may
increase our dependence on key customers.
We derive most of our business from large, multi-year frame agreements
with a limited number of significant customers. Many of these
agreements are opened up on a yearly basis to re-negotiate the price
for our products and services and do not contain committed purchase
volumes. Although no single customer represents more than 7% of our
sales in 2012, our ten largest customers accounted for 46% of our sales
in 2012. A loss of or a reduced role with a key customer could have
a significant adverse impact on sales, profit and market share for an
extended period.
In recent years, network operators have undergone significant
consolidation, resulting in a fewer number of operators with activities in
several countries. This trend is expected to continue, and intra-country
R
E
S
U
L
T
S
consolidation is likely to accelerate as a result of competitive pressure.
A market with fewer and larger operators will increase our reliance
on key customers and may negatively impact our bargaining position
and profit margins. Moreover, if the combined companies operate
in the same geographic market, networks may be shared and less
network equipment and associated services may be required. Network
investments could be delayed by the consolidation process, which
may include, among others, actions relating to merger or acquisition
agreements, securing necessary regulatory approvals, or integration
of their businesses. Network operators have started to share parts of
their network infrastructure through cooperation agreements rather than
legal consolidations, which may adversely affect demand for network
equipment. Accordingly, operator consolidation may have a material
adverse effect on our business, operating results and financial condition.
We engage in acquisitions and divestments which may be
disruptive and require us to incur significant expenses.
In addition to in-house innovation efforts, we make strategic acquisitions
in order to obtain various benefits such as reduced time-to-market,
access to technology and competence, increased scale or to broaden
our product portfolio or customer base. Future acquisitions could result
in the incurrence of contingent liabilities and an increase in amortization
expenses related to goodwill and other intangible assets, which could
have a material adverse effect upon our business, financial condition
and results of operations. Risks we could face with respect to
acquisitions include:
>> Difficulties in the integration of the operations, technologies, products
and personnel of the acquired company
>> Risks of entering markets in which we have no or limited
prior experience
Certain long-term frame agreements with customers still include
commitments to future price reductions, requiring us to constantly
manage and control our cost base.
Long-term frame agreements with our customers are typically awarded
on a competitive bidding basis. In some cases, such agreements also
include a commitment to future price reductions. In order to maintain
our gross margin with such price reductions, we continuously strive
to reduce the costs of our products through design improvements,
negotiation of better purchase prices from our suppliers, allocation of
more production to low-cost countries and increased productivity in our
own production. However, there can be no assurance that our actions
to reduce costs will be sufficient or quick enough to maintain our gross
margin in such contracts, which may have a material adverse effect on
our operating results.
>> Potential loss of employees
>> Diversion of management’s attention away from other
business concerns
>> Expenses of any undisclosed or potential legal liabilities of the
acquired company.
From time to time we also divest parts of our business to optimize
our product portfolio or operations. Any decision to dispose of or
otherwise exit businesses may result in the recording of special
charges, such as workforce reduction costs and industry and
technology-related write-offs. We cannot assure that we will be
successful in consummating future acquisitions or divestments on
favourable terms or at all. The risks associated with such acquisitions
and divestments could have a material adverse effect upon our
business, financial condition and results of operations.
Growth of our managed services business is difficult to predict,
and requires taking significant contractual risks.
Operators increasingly outsource parts of their operations to reduce
cost and focus on new services. To address this opportunity, we offer
operators various services in which we manage their networks. The
growth rate in the managed services market is difficult to forecast and
each new contract carries a risk that transformation and integration of
the operations will not be as fast or smooth as planned. Additionally,
early contract margins are generally low and the mix of new and old
contracts may negatively affect reported results in a given period.
Contracts for such services normally cover several years and generate
recurring revenues. However, contracts have been, and may in the future
be, terminated or reduced in scope, which has negative impacts on sales
and earnings. While we believe we have a strong position in the managed
services market, competition in this area is increasing, which may have
adverse effects on our future growth and profitability.
We depend upon the development of new products and
enhancements to our existing products, and the success of our
substantial research and development investments is uncertain.
Rapid technological and market changes in our industry require us to
make significant investments in technological innovation. We invest
significantly in new technology, products and solutions. In order for us
to be successful, those technologies, products and solutions must be
accepted by relevant standardization bodies and by the industry as a
whole. There can be no assurance that our research and development
efforts will be technically or commercially successful. If we invest in
the development of technologies, products and solutions that do not
function as expected, are not adopted by the industry, are not ready in
time, or are not successful in the marketplace our sales and earnings
may materially suffer. Additionally, it is common for research and
development projects to encounter delays due to unforeseen problems.
Delays in production may increase the cost of research and development
efforts and put us at a disadvantage against our competition.
We are a party to joint ventures and partnerships which may
not be successful and expose us to future costs.
We are partners in joint ventures and partnerships. Our partnering
arrangements may fail to perform as expected for various reasons,
including an incorrect assessment of our needs, our inability to take
action without the approval of our partners or the capabilities or financial
stability of our strategic partners. Our ability to work with these partners
or develop new products and solutions may become constrained, which
could harm our competitive position in the market.
Additionally, our share of any losses from or commitments to
contribute additional capital to such partnerships may adversely affect
our results of operations or financial position.
The Board of Directors’ report includes further information regarding
our joint venture ST Ericsson.
We rely on a limited number of suppliers of components,
production capacity and R&D and IT services, which exposes
us to supply disruptions and cost increases.
Our ability to deliver according to market demands and contractual
commitments depends significantly on obtaining a timely and adequate
supply of materials, components, production capacity and other vital
services on competitive terms. Although we strive to avoid single-source
supplier solutions, this is not always possible. Accordingly, there is a risk
that we will be unable to obtain key supplies we need to produce our
products and provide our services on commercially reasonable terms,
or at all. Failure by any of our suppliers could interrupt our product or
services supply or operations and significantly limit sales or increase our
costs. To find an alternative supplier or re-design products to replace
components may take significant time which could cause significant
delays or interruptions in the delivery of our products and services. We
have from time to time experienced interruptions of supply and we may
experience such interruptions in the future.
Furthermore, our procurement of supplies requires us to predict future
customer demands. If we fail to anticipate customer demand properly,
> Risk>factors
Ericsson | Annual Report 2012
123
OUR BUSINESSCORPORATE GOVERNANCESHAREHOLDERSOTHER INFORMATION results
Risk>factors
CONTINUED
an over or under supply of components and production capacity could
occur. In many cases, some of our competitors utilize the same contract
manufacturers and if they have purchased capacity ahead of us we could
be blocked from acquiring the needed products. This factor could limit
our ability to supply our customers or could increase costs. At the same
time, we commit to certain capacity levels or component quantities,
which, if unused, will result in charges for unused capacity or scrapping
costs. We are also exposed to financial counterpart risks to suppliers
where we pay in advance for supplies.
Product or service quality issues could lead to reduced revenue,
gross margins and declining sales to existing customers.
Sales contracts normally include warranty undertakings for faulty
products and often include provisions regarding penalties and/or
termination rights in the event of a failure to deliver ordered products
or services on time or with required quality. Although we undertake
a number of quality assurance measures to reduce such risks,
product quality or service performance issues may negatively affect
our reputation, results and financial position. If significant warranty
obligations arise due to reliability or quality issues, our operating results
and financial position could be negatively impacted by costs associated
with fixing software or hardware defects, high service and warranty
expenses, high inventory obsolescence expense, delays in collecting
accounts receivable or declining sales to existing customers.
Due to having a significant portion of our costs in SEK and
revenues in other currencies, our business is exposed to foreign
exchange fluctuations that could negatively impact our revenue
and results of operation.
We incur a significant portion of our expenses in SEK. As a result
of our international operations, we generate, and expect to continue
to generate, a significant portion of our revenue in currencies other
than SEK. To the extent we are unable to match revenue received in
foreign currencies with costs paid in the same currency, exchange rate
fluctuations could have a negative impact on our consolidated income
statement, balance sheet and cash flows when foreign currencies are
exchanged or translated to SEK, which increases volatility in reported
results.
As market prices are predominantly established in USD or EUR, we
presently have a net revenue exposure in foreign currencies which means
that a stronger SEK exchange rate would generally have a negative effect
on our reported results. Our attempts to reduce the effects of exchange
rate fluctuations through a variety of hedging activities may not be
sufficient or successful, resulting in an adverse impact on our results.
Our ability to benefit from intellectual property rights (IPR) which
are critical to our business may be limited by changes in regulation
limiting patents, inability to prevent infringement, the loss of
licenses from third parties and IP infringement claims brought
against us by competitors.
Although we have a large number of patents, there can be no assurance
that they will not be challenged, invalidated, or circumvented, or that
any rights granted in relation to our patents will in fact provide us with
competitive advantages.
In 2005, the European Union considered restricting the patentability of
software. Although the European Union ultimately rejected this proposal,
we cannot guarantee that they will not revisit this issue in the future. We
rely on many software patents, and limitations on the patentability of
software may materially affect our business.
We utilize a combination of trade secrets, confidentiality policies,
nondisclosure and other contractual arrangements in addition to relying
on patent, copyright and trademark laws to protect our intellectual
property rights. However, these measures may not be adequate to
prevent or deter infringement or other misappropriation. Moreover, we
may not be able to detect unauthorized use or take appropriate and
timely steps to establish and enforce our proprietary rights. In fact,
existing laws of some countries in which we conduct business offer
only limited protection of intellectual property rights, if at all.
Our solutions may also require us to license technologies from third
parties. It may be necessary in the future to seek or renew licenses and
there can be no assurance that they would be available on acceptable
terms, or at all. Moreover, the inclusion in our products of software or
other intellectual property licensed from third parties on a non-exclusive
basis could limit our ability to protect proprietary rights in our products.
Many key aspects of telecommunications and data network
technology are governed by industry-wide standards usable by all market
participants. As the number of market entrants and the complexity of
technology increases, the possibility of functional overlap and inadvertent
infringement of intellectual property rights also increases. Third parties
have asserted, and may assert in the future, claims, directly against us or
against our customers, alleging infringement of their intellectual property
rights. Defending such claims may be expensive, time-consuming and
divert the efforts of our management and/or technical personnel. As
a result of litigation, we could be required to pay damages and other
compensation directly or to indemnify our customers for such damages
and other compensation, develop non-infringing products/technology
or enter into royalty or licensing agreements. However, we cannot
be certain that such licenses will be available to us on commercially
reasonable terms or at all, and such judgments could have a materially
adverse effect on our business.
We are involved in lawsuits and investigations which, if determined
against us, could require us to pay substantial damages, fines
and/or penalties.
In the normal course of our business we are involved in legal
proceedings. These lawsuits include such matters as commercial
disputes, claims regarding intellectual property, antitrust, tax and labour
disputes. Litigation can be expensive, lengthy and disruptive to normal
business operations. Moreover, the results of complex legal proceedings
are difficult to predict. An unfavourable resolution of a particular lawsuit
could have a material adverse effect on our business, reputation,
operating results, or financial condition.
As a publicly listed company, Ericsson may be exposed to lawsuits
in which plaintiffs allege that the Company or its officers have failed to
comply with securities laws, stock market regulations or other laws,
regulations or requirements. Whether or not there is merit to such claims,
the time and costs incurred to defend the Company and its officers and
the potential settlement or compensation to the plaintiffs could have
124
Ericsson | Annual Report 2012
R
E
S
U
L
T
S
significant impact on our reported results and reputation. For additional
information regarding certain of the lawsuits in which we are involved,
see “Legal proceedings” in the Board of Directors’ Report.
Our operations are complex and several critical operations are
centralized in a single location. Any disruption of our operations,
whether due to natural or man made events, may be highly
damaging to the operation of our business.
Our business operations rely on complex operations and communications
networks, which are vulnerable to damage or disturbance from a
variety of sources. Having outsourced a significant portion of our IT
operations, we depend partly on security and reliability measures of
external companies. Regardless of protection measures, our systems and
communications networks are susceptible to disruption due to failure,
vandalism, computer viruses, security breaches, natural disasters, power
outages and other events. We also have a concentration of operations on
certain sites, including R&D, production, network operation centres, and
logistic centres and shared services centres, where business interruptions
could cause material damage and costs. The delivery of goods from
suppliers, and to customers, could also be hampered for the reasons
stated above. We cannot provide any assurance that interruptions to
our systems and communications will not have an adverse effect on our
operations and financial conditions.
Cyber security incidents affecting our business may have a
material adverse effect on our business operations financial
condition and brand.
Ericsson’s business operations involve areas that are particularly
vulnerable to cyber security incidents such as data breaches, intrusions,
espionage, knowhow and data privacy infringements, leakage and
general malfeasance. Examples of these areas include, amongst others,
research and development, managed services, usage of cloud solutions,
software development, lawful interception and product engineering.
Any cyber security incident including unintended use, involving our
operations, product development, services, our third party providers or
installed product base, could cause severe harm to Ericsson and could
have a material adverse effect on our business operations, financial
condition and brand.
Ericsson relies heavily on third parties to whom we have outsourced
significant aspects of our IT infrastructure, product development and
engineering services. While we have taken precautions relating to the
selection, integration and ongoing management of these third parties,
any event or attack that is caused as a result of vulnerabilities in their
operations or products supplied to us, could have a material adverse
effect upon Ericsson, our business operations, financial condition and
brand, potentially slowing operations, leaking valuable intellectual
property or damaging our products which have been installed in
our customers’ networks.
We must continue to attract and retain highly qualified employees
to remain competitive.
We believe that our future success largely depends on our continued
ability to hire, develop, motivate and retain engineers and other qualified
personnel needed to develop successful new products, support our
existing product range and provide services to our customers.
Competition for skilled personnel and highly qualified managers in
the telecommunications industry remains intense. We are continuously
developing our corporate culture, remuneration, promotion and benefits
policies as well as other measures aimed at empowering our employees
and reducing employee turnover. However, there are no guarantees
that we will be successful in attracting and retaining employees with
appropriate skills in the future, and failure in retention and recruiting
could have a material adverse effect on our business.
If our customers’ financial conditions decline, we will be exposed
to increased credit and commercial risks.
After completing sales to customers, we may encounter difficulty
collecting accounts receivables and could be exposed to risks
associated with uncollectable accounts receivable. We regularly assess
the credit worthiness of our customers and based on that we determine
a credit limit for each one of them. Challenging economic conditions
have impacted some of our customers’ ability to pay their accounts
receivables. Although our credit losses have historically been low and we
have policies and procedures for managing customer finance credit risk
we may be unable to avoid future losses on our trade receivables. We
have also experienced demands for customer financing, and in adverse
financial markets or more competitive environments, those demands may
increase. Upon the financial failure of a customer, we may experience
losses on credit extended and loans made to such customer, losses
relating to our commercial risk exposure, and the loss of the customer’s
on-going business. If customers fail to meet their obligations to us, we
may experience reduced cash flows and losses in excess of reserves,
which could materially adversely impact our results of operations and
financial position.
We rely on various capital sources for short-term and long-term
capital for the funding of our business. Should such capital
become unavailable or available in insufficient amounts or
unreasonable terms, our business may materially suffer.
If we do not generate sufficient amounts of capital to support our
operations, service our debt and continue our research and development
and customer finance programs, or if we cannot raise sufficient amounts
of capital at the required times and terms, our business is likely to be
adversely affected. Access to funding may decrease or become more
expensive as a result of our operational and financial condition, market
conditions, including financial conditions in the Euro-zone, or due
to deterioration in our credit rating. There can be no assurance that
additional sources of funds that we from time to time may need, will be
available or available on reasonable terms. If we cannot access capital
on commercially viable terms, our business could materially suffer.
Impairment of goodwill may negatively impact financial condition.
An impairment of goodwill or other intangible assets could adversely
affect our financial condition or results of operations. We have a
significant amount of goodwill and intangible assets, for example
patents, customer relations, trademarks and software. Goodwill
is the only intangible asset the company has recognized to have
indefinite useful life.
Other intangible assets are mainly amortized on a straight-
line basis over their estimated useful lives, but no more than ten
years, and are reviewed for impairment whenever events such as
product discontinuances, product dispositions or other changes in
circumstances indicate that the carrying amount may not be wholly
recoverable. Those not yet in use are tested for impairment annually.
Historically, we have recognized impairment charges related to
intangible assets mainly due to restructuring. Additional impairment
charges may be incurred in the future that could be significant
due to various reasons, including restructuring actions or adverse
market conditions that are either specific to us or the broader
telecommunications industry or more general in nature and that could
have an adverse effect on our results of operations or financial condition.
Negative deviations in actual cash flows compared to estimated cash
flows as well as new estimates that indicate lower future cash flows
might result in recognition of impairment charges. Estimates require
management judgment as well as the definition of cash generating
units for impairment testing purposes. Other judgments might result
in significantly different results and financial position in the future.
> Risk>factors
Ericsson | Annual Report 2012
125
OUR BUSINESSCORPORATE GOVERNANCESHAREHOLDERSOTHER INFORMATION results
Risk>factors
CONTINUED
Regulatory,>Compliance>and>Corporate>
Governance>Risks
Our business may suffer as a result of changes in laws or
regulations which could subject us to liability, increase costs,
or reduce product demand.
Telecommunications is an industry which is subject to regulations.
Changes to these regulations may adversely affect both our customers’
and our own operations. For example, regulations imposing more
stringent, time-consuming or costly planning and zoning requirements
or building approvals for radio base stations and other network
infrastructure could adversely affect the timing and costs of network
construction or expansion, and ultimately the commercial launch and
success of these networks. Similarly, tariff and roaming regulations
or rules on network neutrality could also affect operators’ ability or
willingness to invest in network infrastructure, which in turn could
affect the sales of our systems and services. Additionally, delay in radio
frequency spectrum allocation, and allocation between different types
of usage may affect operator spending adversely or force us to develop
new products to be able to compete.
Further, we develop many of our products and services based
on existing regulations and technical standards. Changes to existing
regulations and technical standards, or the implementation of new
regulations and technical standards relating to products and services
not previously regulated, could adversely affect our development efforts
by increasing compliance costs and causing delay. Demand for those
products and services could also decline. Regulatory changes in license
fees, environmental, health and safety, privacy and other regulatory
areas may increase costs and restrict our operations or the operations
of network operators and service providers. Also indirect impacts of
such changes and regulatory changes in other fields, such as pricing
regulations, could have an adverse impact on our business even though
the specific regulations may not apply directly to our products or us.
Ericsson may fail or be unable to comply with laws or regulations and
could experience adverse rulings in enforcement or other proceedings,
which could have a material adverse impact on our business operations,
financial condition and brand.
Our substantial international operations are subject to
uncertainties which could affect our operating results.
We conduct business throughout the world and are subject to the effects
of general global economic conditions as well as conditions unique
to specific countries or regions. We have customers in more than 180
countries, with a significant proportion of our sales to emerging markets
in the Asia Pacific region, Latin America, Eastern Europe, the Middle East
and Africa.
Our extensive operations are subject to numerous additional
risks, including civil disturbances, economic and political instability,
the imposition of exchange controls, economies which are subject
to significant fluctuations, nationalization of private assets or other
governmental actions affecting the flow of goods and currency, and
difficulty of enforcing agreements and collecting receivables through
local legal systems. Further, in certain markets in which we operate, there
is a risk of protectionist governmental measures implemented to assist
domestic market participants at the expense of foreign competitors. The
126
Ericsson | Annual Report 2012
implementation of such measures could adversely affect sales or our
ability to purchase critical components.
We must always comply with relevant export control regulations
and sanctions or other trade embargoes in force, not only at the time
of sale but also at the time of delivery. The political situation in parts
of the world, particularly in the Middle East, has led to an increase of
sanctions imposed by the global community. A universal element of
these sanctions is the financial restrictions with respect to individuals
and/or legal entities, but sanctions can also restrict certain exports
and ultimately lead to a complete trade embargo towards a country.
In particular, the sanctions towards Iran have been strengthened
significantly during 2012, both by the EU and the U.S. Even though the
EU has imposed a ban on deliveries on many items, especially so called
dual use items, an exemption for certain standard telecom equipment is
still maintained.
There is a risk in many of these countries of unexpected changes
in regulatory requirements, tariffs and other trade barriers, price or
exchange controls, or other governmental policies which could limit
our operations and decrease our profitability. Further export control
regulations, sanctions or other forms of trade restrictions imposed on
countries in which we are active may result in a reduction of commitment
in those countries. The need to terminate activities as a result of further
trade restrictions may also expose us to customer claims and other
actions. Although we seek to comply with all such regulations, there can
be no assurance that we are, or will be in the future, compliant with all
relevant regulations and such violations, even unintentional violations,
could have material adverse effects on our business, operational results
and brand.
There has been a growing concern reported by media and others,
that certain countries may use features of their telecommunications
systems violating the human rights. This may adversely affect
the telecommunications business and may have a negative
impact on our brand.
As a result of the credit crisis in Europe, concerns persist regarding
the debt burden of certain Eurozone countries and their ability to meet
future financial obligations, the overall stability of the euro and the
suitability of the euro as a single currency given the diverse economic
and political circumstances in individual member states. These and
other concerns could in worst case lead to the re-introduction of
individual currencies in one or more member states, or, in more extreme
circumstances, the possible dissolution of the euro entirely. These
potential developments, or market perceptions concerning these and
related issues, could adversely affect our operations and have a material
adverse effect on our business, operating results and financial condition.
We may fail to comply with our corporate governance standards
which could negatively affect our financial condition, business,
results of operations and our brand.
We are subject to corporate governance laws and regulations and are
also committed to several corporate responsibility and environmental
initiatives. In some of the countries where we operate corruption risks are
high. In addition, there is higher focus on anticorruption, with changed
legislation in many countries. To ensure that our operations are executed
in accordance with applicable requirements, our management system
includes a Code of Business Ethics, a Sustainability Policy, as well as
other policies and directives to govern our processes and operations.
Our commitment to apply the UN Guiding principles for business and
human rights to our operation cannot prevent unintended or unlawful
use of our technology by non democratic regimes. While we attempt to
monitor and audit internal compliance with the policies and directives as
well as our suppliers’ adherence to our Code of Conduct and strive for
continuous improvements, we cannot provide any assurances that
violations will not occur which could have material adverse effects on
our operations, business results and brand.
Failure to comply with environmental, health and safety regulations
in many jurisdictions may expose us to significant penalties and
other sanctions.
We are subject to certain environmental, health and safety laws and
regulations that affect our operations, facilities and products in each
of the jurisdictions in which we operate. While we believe that we are
in compliance with all material laws and regulations related to the
environment, health, and safety, we can provide no assurance that we
have been, are, or will in the future be compliant with these regulations.
If we have failed or fail to comply with these regulations, we could
be subject to significant penalties and other sanctions that could
have a material adverse effect on our business, operating results and
financial condition. Additionally, there is a risk that we may have to incur
expenditures to cover environmental and health liabilities to maintain
compliance with current or future laws and regulations or to undertake
any necessary remediation. It is difficult to reasonably estimate the future
impact of environmental matters, such as climate change and weather
events, including potential liabilities. This is due to several factors,
particularly the length of time often involved in resolving such matters.
Adverse future events, regulations, or judgments could have a material
effect on our business, operating results and financial condition.
Potential health risks related to electromagnetic fields may
subject us to various product liability claims and result in
regulatory changes.
The mobile telecommunications industry is subject to claims that
mobile handsets and other devices that generate electromagnetic
fields expose users to health risks. At present, a substantial number
of scientific studies conducted by various independent research
bodies have indicated that electromagnetic fields, at levels within
the limits prescribed by public health authority safety standards and
recommendations, cause no adverse effects to human health. However,
any perceived risk or new scientific findings of adverse health effects
from mobile communication devices and equipment could adversely
affect us through a reduction in sales or through liability claims. Although
Ericsson’s products are designed to comply with all current safety
standards and recommendations regarding applicable electromagnetic
fields, we cannot guarantee that we or the jointly owned ST-Ericsson
will not become the subject of product liability claims or be held liable
for such claims or be required to comply with future regulatory changes
that may have an adverse effect on our business, operating results and
financial condition.
New regulations related to “conflict minerals” may cause us
to incur additional expenses, and may make our supply chain
more complex.
On August 22, 2012, the US Securities and Exchange Commission (the
“SEC”), adopted a new rule requiring disclosures beginning in 2014
of specified minerals (“conflict minerals”) that are necessary to the
functionality or production of products manufactured or contracted to
be manufactured by companies registered with the SEC, whether or not
these products or its components are manufactured by third parties.
While we believe that we will be able to fulfill these requirements without
materially affecting our costs or access to materials, we can provide no
assurance that there will not be material costs associated with complying
with the disclosure requirements.
While we work and strive to be able to sufficiently verify the origins of
these minerals, our supply chain is complex, and we may not be able to
sufficiently verify the origins of the relevant minerals used in our products
through the due diligence procedures that we implement, which may
harm our reputation. In addition, we may encounter challenges if
customers require that all of the components of our products be certified
as conflict-free. These new disclosure requirements may negatively affect
our brand, financial condition, business and results of operations.
Risks>associated>with>owning>Ericsson>
shares
R
E
S
U
L
T
S
Our share price has been and may continue to be volatile,
especially as technology companies, securities and markets as a
whole remain volatile.
Our share price has been volatile due to various factors, including our
operating performance as well as the high volatility in the securities
markets generally and volatility in telecommunications and technology
companies’ securities in particular. Our share price is also likely to be
affected by future developments in our market, our reported financial
results and the expectations of financial analysts, as well as statements
and market speculation regarding our future prospects or the timing or
content of any public communications, including reports of operating
results, by us or our competitors.
Factors other than our financial results that may affect our share price
include, but are not limited to:
>> A weakening of our brand name or other circumstances with adverse
effects on our reputation
>> Announcements by our customers, competitors or us regarding
capital spending plans of our customers
>> Financial difficulties for our customers
>> Awards of large supply or service contracts
>> Speculation in the press or investment community about the business
level or growth in the telecommunications market
>> Technical problems, in particular those relating to the introduction and
viability of new network systems, including lte/4g and new platforms
such as the rbs 6000 (multi-standard radio base station) platform
>> Actual or expected results of ongoing or potential litigation
>> Announcements concerning bankruptcy or investigations into the
accounting procedures of ourselves or other telecommunications
companies
>> Our ability to forecast and communicate our future results in a manner
consistent with investor expectations.
Currency fluctuations may adversely affect share value or value of
dividends.
Because our shares are quoted in SEK on NASDAQ OMX Stockholm
(our primary stock exchange), but in USD on NASDAQ New York (ADSs),
fluctuations in exchange rates between SEK and USD may affect the
value of our shareholders’ investment. In addition, because we pay cash
dividends in SEK, fluctuations in exchange rates may affect the value
of distributions when converted into other currencies. An increasing
part of the trade in our shares is carried out on alternative exchanges
or markets, which may lead to less accurate share price information on
NASDAQ OMX Stockholm or NASDAQ New York.
> Risk>factors
Ericsson | Annual Report 2012
127
OUR BUSINESSCORPORATE GOVERNANCESHAREHOLDERSOTHER INFORMATION results
Auditors’ report
To the Annual General Meeting of the shareholders
of Telefonaktiebolaget LM Ericsson (publ),
corporate identity number 556016-0680
Report on the annual accounts and consolidated accounts
We have audited the annual accounts and consolidated accounts of
Telefonaktiebolaget LM Ericsson (publ) for the year 2012. (The annual
accounts and consolidated accounts of the company are included in the
printed version of this document on pages 26–127.)
Responsibilities of the Board of Directors and the President and
CEO for the annual accounts and consolidated accounts
The Board of Directors and the President and CEO are responsible
for the preparation and fair presentation of these annual accounts
and consolidated accounts in accordance with International Financial
Reporting Standards, as adopted by the EU, and the Annual Accounts
Act, and for such internal control as the Board of Directors and the
President and CEO determine is necessary to enable the preparation of
annual accounts and consolidated accounts that are free from material
misstatement, whether due to fraud or error.
Auditor’s responsibility
Our responsibility is to express an opinion on these annual accounts
and consolidated accounts based on our audit. We conducted our audit
in accordance with International Standards on Auditing and generally
accepted auditing standards in Sweden. Those standards require that
we comply with ethical requirements and plan and perform the audit to
obtain reasonable assurance about whether the annual accounts and
consolidated accounts are free from material misstatement.
An audit involves performing procedures to obtain audit evidence
about the amounts and disclosures in the annual accounts and
consolidated accounts. The procedures selected depend on the
auditor’s judgement, including the assessment of the risks of material
misstatement of the annual accounts and consolidated accounts,
whether due to fraud or error. In making those risk assessments, the
auditor considers internal control relevant to the company’s preparation
and fair presentation of the annual accounts and consolidated
accounts in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the company’s internal control. An audit also includes
evaluating the appropriateness of accounting policies used and the
reasonableness of accounting estimates made by the Board of Directors
and the President and CEO, as well as evaluating the overall presentation
of the annual accounts and consolidated accounts.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
Opinions
In our opinion, the annual accounts have been prepared in accordance
with the Annual Accounts Act and present fairly, in all material respects,
the financial position of the Parent Company as of 31 December 2012
and of its financial performance and its cash flows for the year then
ended in accordance with the Annual Accounts Act. The consolidated
accounts have been prepared in accordance with the Annual Accounts
Act and present fairly, in all material respects, the financial position of
the group as of 31 December 2012 and of their financial performance
128
Ericsson | Annual Report 2012
and cash flows in accordance with International Financial Reporting
Standards, as adopted by the EU, and the Annual Accounts Act. The
statutory administration report is consistent with the other parts of the
annual accounts and consolidated accounts.
We therefore recommend that the annual meeting of shareholders
adopt the income statement and balance sheet for the parent company
and the group.
Report on other legal and regulatory requirements
In addition to our audit of the annual accounts and consolidated
accounts, we have also audited the proposed appropriations of the
company’s profit or loss and the administration of the Board of Directors
and the President and CEO of Telefonaktiebolaget LM Ericsson (publ) for
the year 2012.
Responsibilities of the Board of Directors and the President
and CEO
The Board of Directors is responsible for the proposal for appropriations
of the company’s profit or loss, and the Board of Directors and the
President and CEO are responsible for administration under the
Companies Act.
Auditor’s responsibility
Our responsibility is to express an opinion with reasonable assurance
on the proposed appropriations of the company’s profit or loss and
on the administration based on our audit. We conducted the audit in
accordance with generally accepted auditing standards in Sweden.
As a basis for our opinion on the Board of Directors’ proposed
appropriations of the company’s profit or loss, we examined the Board
of Directors’ reasoned statement and a selection of supporting evidence
in order to be able to assess whether the proposal is in accordance with
the Companies Act.
As a basis for our opinion concerning discharge from liability, in
addition to our audit of the annual accounts and consolidated accounts,
we examined significant decisions, actions taken and circumstances of
the company in order to determine whether any member of the Board
of Directors or the President and CEO is liable to the company. We
also examined whether any member of the Board of Directors or the
President and CEO has, in any other way, acted in contravention of the
Companies Act, the Annual Accounts Act or the Articles of Association.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Opinions
We recommend to the annual meeting of shareholders that the profit
be appropriated in accordance with the proposal in the statutory
administration report and that the members of the Board of Directors and
the President and CEO be discharged from liability for the financial year.
Stockholm, March 5, 2013
Peter Nyllinge
Authorized Public Accountant
PricewaterhouseCoopers AB
Auditor in Charge
Johan Engstam
Authorized Public Accountant
PricewaterhouseCoopers AB
Forward-looking>
statements
This Annual Report includes forward-looking statements, including
statements reflecting management’s current views relating to the growth
of the market, future market conditions, future events and expected
operational and financial performance. The words “believe”, “expect”,
“foresee”, “anticipate”, “assume”, “intend”, “may”, “could”, “plan”,
“estimate”, “forecast”, “will”, “should”, “predict”, “aim”, “ambition”,
“target”, “might” or, in each case, their negative, and similar words
are intended to help identify forward-looking statements.
Forward-looking statements may be found throughout this document,
but in particular in the chapter “Board of Directors’ Report” and include
statements regarding:
>> Our goals, strategies and operational or financial performance
expectations
>> The effectiveness of our strategies and their execution, including
partnerships, acquisitions and divestments
>> Financial risks, including changes in foreign exchange rates or interest
rates, lack of liquidity or access to financing, our credit ratings,
changes in tax liabilities, credit risks in relation to counterparties,
customer defaults under significant customer finance arrangements
and risks of confiscation of assets in foreign countries
>> The financial strength of our customer base
>> The impact of the consolidation in the industry, and the resulting
(i) reduction in the number of customers, and adverse consequences
of a loss of, or significant decline in, our business with a major
customer; (ii) increased strength of a competitor or the
establishment of new competitors
>> Development of corporate governance standards, stock market
>> The impact of changes in product demand, technology adoption,
regulations and related legislation
>> The future characteristics of the markets in which we operate
>> Projections and other characterizations of future events
>> Our liquidity, capital resources, capital expenditures, our credit
ratings and the development in the capital markets, affecting
our industry or us
price erosion, competition from existing or new competitors or new
technologies or alliances between vendors of different types of
technology and the risk that our products and services may not
sell at the rates or levels we anticipate
>> The product mix and margins of our sales
>> The volatility of market demand and difficulties to forecast such
>> The expected demand for our existing as well as new products
demand
R
E
S
U
L
T
S
and services
>> The expected operational or financial performance of our
joint ventures and other strategic cooperation activities
>> The time until acquired entities will be accretive to income
>> Technology and industry trends including regulatory and
standardization environment, competition and our customer structure
>> Our plans for new products and services including research and
development expenditures.
Although we believe that the expectations reflected in these and other
forward-looking statements are reasonable, we cannot assure you that
these expectations will materialize. Because forward-looking statements
are based on assumptions, judgments and estimates, and are subject to
risks and uncertainties, actual results could differ materially from those
described or implied herein.
Important factors that could affect whether and to what extent any of
our forward-looking statements materialize include, but are not limited to:
>> Our ability to respond to changes in the telecommunications
market and other general market conditions in a cost effective and
timely manner
>> Developments in the political, economic or regulatory
environment affecting the markets in which we operate,
including trade embargoes, changes in tax rates, changes
in patent protection regulations, allegations of health risks from
electromagnetic fields, cost of radio licenses for our customers,
allocation of radio frequencies for different purposes and results
of standardization activities
>> Our ability to develop commercially viable products, systems and
services, to acquire licenses of necessary technology, to protect our
intellectual property rights through patents and trademarks and to
license them to others and defend them against infringement, and
the results of patent litigation
>> Supply constraints, including component or production capacity
shortages, suppliers’ abilities to cost effectively deliver quality
products on time and in sufficient volumes, and risks related to
concentration of proprietary or outsourced production in a single
facility or sole source situations with a single vendor
>> Our ability to successfully manage operators’ networks to their
satisfaction with satisfactory margins
>> Our ability to maintain a strong brand and good reputation and
to be acknowledged for good corporate governance
>> Our ability to recruit and retain qualified management and other
key employees.
Certain of these risks and uncertainties are described further in “Risk
factors”. We undertake no obligation to publicly update or revise any
forward-looking statements included in this Annual Report, whether as a
result of new information, future events or otherwise, except as required
by applicable law or stock exchange regulation.
> Forward-looking>statements
Ericsson | Annual Report 2012
129
OUR BUSINESSCORPORATE GOVERNANCESHAREHOLDERSOTHER INFORMATION corporate
governance
CORPORATE GOVERNANCE
REPORT 2012
Corporate governance describes how rights and
responsibilities are distributed among corporate bodies
according to applicable laws, rules and processes. Corporate
governance also defines the decision-making systems and
structure through which owners directly or indirectly control
a company.
Contents
131
132
Regulation and compliance
Governance structure
Sustainability, Corporate Responsibility and
Corporate Governance
132
Shareholders
133
General Meetings of Shareholders
133
Nomination Committee
134
Board of Directors
135
Committees of the Board of Directors
138
Remuneration to Board members
141
Members of the Board of Directors
142
Management
146
Members of the Executive Leadership Team
150
Auditor
153
153
Internal control over financial reporting 2012
Auditor’s report on the Corporate Governance Report 156
Good corporate governance forms the basis
for building a robust corporate culture
throughout a global organization. Efficient and
reliable controls and procedures are important,
but it is also crucial that ethical business
practices are highly valued and followed by all
people in the organization – starting at the top.
As Chairman of the Board, it is my
responsibility to ensure that the Board’s work
is efficient and that applicable principles and
processes in the Board’s work procedure are
complied with. The Board of Directors’ main
tasks include supporting Group management
and exercising critical review of their work. To
be able to fulfill these tasks successfully, it is
also my responsibility as Chairman to enable
an open and meaningful dialogue between the
Board and Group management. Relevant and
timely information from Group management is
very important as it forms the best possible
basis for the Board’s discussions and
resolutions. The Board’s work is constantly
evaluated and improved to allow the Board to
fulfill its duties successfully.
I believe that Ericsson’s continuous focus on
corporate governance matters, ethical business
and open and meaningful dialogue within the
organization promote sustainable business.
I believe that this, in turn, generates
value for Ericsson’s shareholders.
Leif Johansson
Chairman of the Board of Directors
This Corporate Governance Report is rendered
as a separate report added to the Annual Report in
accordance with the Annual Accounts Act ((SFS
1995:1554) Chapter 6, Sections 6 and 8) and the
Swedish Corporate Governance Code. The report
has been reviewed by Ericsson’s auditor in
accordance with the Annual Accounts Act.
A report from the auditor is appended hereto.
130
Ericsson | Annual Report 2012
The Code of Business Ethics can be
found on Ericsson’s website.
REGULATION AND COMPLIANCE
External rules
As a Swedish public limited liability company with
securities quoted on NASDAQ OMX Stockholm
as well as on NASDAQ New York, Ericsson is
subject to a variety of rules that affect its
governance. Major external rules include:
> The Swedish Companies Act
> The Rule Book for issuers of NASDAQ OMX
Stockholm
> The Swedish Corporate Governance Code
(the “Code”)
> NASDAQ Stock Market Rules, including
applicable NASDAQ New York corporate
governance requirements (subject to certain
exemptions principally reflecting mandatory
Swedish legal requirements)
> Applicable requirements of the US Securities
and Exchange Commission (the ”SEC”).
Internal rules
In addition, to ensure compliance with legal and
regulatory requirements and the high ethical
standards that we set for ourselves, Ericsson
has adopted internal rules that include:
> A Code of Business Ethics
> Group Steering Documents, including Group
policies and directives, instructions and
business processes for approval, control
and risk management
> A Code of Conduct, to be applied in the
product development, production, supply
and support of Ericsson products and
services worldwide.
The work procedure for the Board of
Directors also includes internal corporate
governance rules.
Compliance with the Swedish Corporate
Governance Code
The Code has been applied by Ericsson since
2005. Ericsson is committed to complying with
best-practice corporate governance on a global
level wherever possible. This includes continued
compliance with the Code. Ericsson has not
deviated from any of the rules of the Code.
The Code can be found on the website of the
Swedish Corporate Governance Board which
administrates the Code:
www.corporategovernanceboard.se.
Compliance with applicable stock
exchange rules
There has been no infringement of applicable
stock exchange rules and no breach of good
practice on the securities market reported by
the stock exchange’s disciplinary committee
or the Swedish Securities Council.
Code of Business Ethics
Ericsson’s Code of Business Ethics sets out
how the Group works to achieve and maintain
high ethical standards. It summarizes the
Group’s basic policies and directives and
underpins the importance of ethical conduct
in all business activities.
The Code of Business Ethics has been
translated into 30 languages. This ensures
that it is accessible to all employees. During
recruitment, employees acknowledge that
they are aware of the principles of the Code of
Business Ethics. This procedure is repeated
at regular intervals throughout the term of
employment. Through this process, Ericsson
strives to raise awareness and to ensure that
the business is run with integrity so that
Ericsson can maintain credibility with
customers, partners, employees, shareholders
and other stakeholders. During 2012, the Code
of Business Ethics was reviewed and updated
and acknowledged by employees throughout
the global organization. In addition, Ericsson’s
whistleblower procedure was extended to
a greater scope.
All employees have an individual
responsibility to ensure that business practices
adhere to the Code of Business Ethics.
C
O
R
P
O
R
A
T
E
G
O
V
E
R
N
A
N
C
E
KEY EVENTS IN 2012
> Alexander Izosimov was
elected new member of
the Board
> Strong focus on
> Code of Business Ethics
Sustainability and
Corporate Responsibility
review, update and
acknowledge ment
project accomplished
CORPORATE GOVERNANCE REPORT
Ericsson | Annual Report 2012
131
OUR BUSINESSRESULTSSHAREHOLDERSOTHER INFORMATION
corporate
governance
CORPORATE GOVERNANCE REPORT
2012 CONTINUED
GOVERNANCE STRUCTURE
Shareholders may exercise their decision-
making rights in the Company at General
Meetings of shareholders.
A Nomination Committee is appointed by
the major shareholders in accordance with
the Instruction for the Nomination Committee
adopted by the Annual General Meeting of
shareholders. The tasks of the Nomination
Committee include the proposal of an external
auditor and the proposal of Board members
for election by the Annual General Meeting of
shareholders.
In addition to the Directors elected by
shareholders, the Board of Directors consists
of employee representatives appointed by the
unions. The Board of Directors is ultimately
responsible for the organization of Ericsson
and the management of its operations.
The President and CEO, appointed by the
Board of Directors, is responsible for handling
the day-to-day management of Ericsson in
accordance with instructions from the Board.
The President and CEO is supported by the
Executive Leadership Team (ELT).
The external auditor of Ericsson is elected
by the General Meeting of shareholders.
Governance structure
General Meetings of shareholders
Annual General Meeting/
Extraordinary General Meeting
Unions
Board of Directors
12 Directors elected by the General Meetings of shareholders
3 Directors and 3 Deputies appointed by the Unions
Audit
Committee
Finance
Committee
Remuneration
Committee
Nomination
Committee
External
Auditor
President and CEO
Management
132
Ericsson | Annual Report 2012
SUSTAINABILITY, Corporate
Responsibility AND CORPORATE
GOVERNANCE
Sustainability and Corporate Responsibility (CR)
are important parts of Ericsson’s corporate
governance framework. For Ericsson,
sustainability is about long-term social equity,
economic prosperity and environmental
performance. CR is about maintaining the
necessary controls to minimize risks, while
creating positive business impacts for Ericsson’s
stakeholders and brand, by linking products,
services and solutions to an overall business
goal of sustainable growth, ensuring that
Ericsson is a trusted partner to its stakeholders.
Ericsson’s Sustainability and CR strategy is
integrated in the Group’s yearly strategy process
and implemented in the business units and the
regions. The strategy process is further
described on pages 148 and 149. CR risks are
also included in Ericsson’s risk management
framework.
During 2012, Ericsson’s continued focus on
sustainability and CR matters was reflected
through a number of corporate governance
activities within the organization:
> Effective October 2012, Ericsson’s Head of
Sustainability and Corporate Responsibility
reports directly to the President and CEO.
This repositioning of the Sustainability and
CR unit within the organization was made to
better integrate the sustainability and CR
work with the company’s business
operations, decision-making, culture and
ways of working and to help build sustainable
value creation for Ericsson.
> Ericsson’s Code of Business Ethics was
reviewed and updated and now includes a
commitment to the new UN Guiding
Principles on Business and Human Rights.
Also, Ericsson’s whistleblower procedure was
extended to a wider scope in terms of
incidents covered by the procedure and with
respect to who can report violations. The
updated Code was confirmed by employees
throughout the global organization.
> The Sales Compliance Board was further
strengthened and formalized to assess and
manage human rights and CR risks.
Shareholders
Ownership percentage (voting rights)
SHAREHOLDERS
GENERAL MEETINGs OF
SHAREHOLDERS
Swedish institutions:
Of which:
– Investor AB:
– AB Industrivärden:
(together with SHB
Pensionsstiftelse and
Pensionskassan SHB
Försäkringsförening)
Foreign investors
Swedish retail investors
Other
57.95%
21.37%
19.81%
28.38%
6.44%
7.23%
Ownership structure
As of December 31, 2012, Telefonaktiebolaget
LM Ericsson (the “Parent Company”) had
551,719 shareholders (according to the share
register kept by Euroclear Sweden AB). Swedish
institutions hold approximately 58% of the votes.
The largest shareholders are Investor AB,
holding 21.37% of the votes, and AB
Industrivärden, holding 19.81% of the votes
(together with Svenska Handelsbankens
Pensionsstiftelse and Pensionskassan SHB
Försäkringsförening).
A significant number of the shares held by
foreign investors are nominee-registered, i.e.
held off-record by banks, brokers and/or
nominees. This means that the actual
shareholder is not displayed in the share register
or included in the shareholding statistics.
More information on Ericsson’s shareholders
can be found in the chapter “Share Information”
in the Annual Report.
Shares and voting rights
The share capital of the Parent Company
consists of two classes of listed shares: A and
B shares. Each Class A share carries one vote
and each Class B share carries one tenth of
one vote. Class A and B shares entitle the
holder to the same proportion of assets and
earnings and carry equal rights to dividends.
Decision-making at General Meetings
The decision-making rights of Ericsson’s
shareholders are exercised at General Meetings
of shareholders. Most resolutions at General
Meetings are passed by a simple majority.
However, the Swedish Companies Act requires
qualified majorities in certain cases, for example
in case of:
> Amendment of the Articles of Association
> Resolution to transfer own shares to
employees participating in long-term variable
remuneration programs.
The Annual General Meeting of shareholders
The Annual General Meeting of shareholders
(AGM) is held in Stockholm. The date and venue
for the meeting is announced on the Ericsson
website no later than at the time of release of
the third-quarter interim financial report.
Shareholders who cannot participate in
person may be represented by proxy. Only
shareholders registered in the share register have
voting rights. Nominee-registered shareholders
who wish to vote may request to be entered into
the share register by the record date for the AGM.
The AGM is held in Swedish and is
simultaneously interpreted into English. All
documentation provided by the Company is
available in both Swedish and English.
The Parent Company may also issue Class
The AGM gives shareholders the opportunity
C shares in order to create treasury stock to
finance and hedge long-term variable
remuneration programs resolved by the
General Meeting of shareholders. Class
C shares are converted into Class B shares
before they are used for long-term variable
remuneration programs.
The members of the Board of Directors and
the Executive Leadership Team have the same
voting rights on shares as other shareholders.
CONTACT THE BOARD
OF DIRECTORS
Telefonaktiebolaget LM Ericsson
The Board of Directors Secretariat
SE-164 83 Stockholm
Sweden
boardsecretariat@ericsson.com
Annual General Meeting 2013
Ericsson’s AGM 2013 will take place on April 9, 2013 at Kistamässan in Kista, Stockholm.
Shareholders who wish to have a matter addressed at the AGM should submit their
written request to the Board in due time before the AGM. Further information is available
on Ericsson’s website.
CORPORATE GOVERNANCE REPORT
to raise questions relating to the operations of
the Group. Ericsson always strives to ensure
that the members of the Board of Directors and
the Executive Leadership Team are present to
answer such questions. Shareholders and other
interested parties may also correspond in
writing with the Company at any time.
The external auditor is always present at
the AGM.
Ericsson’s Annual General Meeting 2012
Including shareholders represented by proxy,
3,224 shareholders were represented at the
AGM held on May 3, 2012, representing
approximately 70% of the votes.
The meeting was also attended by members
of the Board of Directors, members of the
Executive Leadership Team (ELT) and the
external auditor.
Decisions of the AGM 2012 included:
> Payment of a dividend of SEK 2.50 per share
> Re-election of Leif Johansson as Chairman
of the Board of Directors
> Re-election of members of the Board of
Directors: Roxanne S. Austin, Sir Peter L.
Bonfield, Börje Ekholm, Ulf J. Johansson,
Sverker Martin-Löf, Nancy McKinstry, Anders
Nyrén, Hans Vestberg, Michelangelo Volpi
and Jacob Wallenberg
> Election of Alexander Izosimov as a new
member of the Board of Directors
Ericsson | Annual Report 2012
133
C
O
R
P
O
R
A
T
E
G
O
V
E
R
N
A
N
C
E
OUR BUSINESSRESULTSSHAREHOLDERSOTHER INFORMATION
corporate
governance
CORPORATE GOVERNANCE REPORT
2012 CONTINUED
> Board of Directors’ fees:
NOMINATION COMMITTEE
– Chairman: SEK 3,750,000 (unchanged)
– Other non-employed Board members: SEK
875,000 each (previously SEK 825,000)
– Chairman of the Audit Committee: SEK
350,000 (unchanged)
– Other non-employed members of the Audit
Committee: SEK 250,000 each (unchanged)
– Chairmen of the Finance and Remuneration
Committees: SEK 200,000 each
(unchanged)
– Other non-employed members of the
Finance and Remuneration Committees:
SEK 175,000 each (unchanged)
> Approval for part of the Directors’ fees to
be paid in the form of synthetic shares
> Approval of Guidelines for remuneration
to Group Management
> Implementation of a Long-Term Variable
Remuneration Program 2012, including
a share issue of and authorization to the
Board to buy back 31,700,000 shares
for the program
> Approval of the Instruction for the Nomination
Committee, including among other things, a
procedure on how to appoint the members of
the Nomination Committee, to apply until the
General Meeting of shareholders resolves
otherwise.
The minutes of the AGM 2012 are available
at Ericsson’s website.
CONTACT THE
NOMINATION COMMITTEE
Telefonaktiebolaget LM Ericsson
The Nomination Committee
c/o General Counsel’s Office
SE-164 83 Stockholm
Sweden
nomination.committee@ericsson.
com
PROPOSALS TO THE NOMINATION COMMITTEE
Shareholders may submit proposals to the Nomination Committee at any time, but should do
so in due time before the AGM to ensure that the proposals can be considered by the
Committee. Further information is available on Ericsson’s website.
134
Ericsson | Annual Report 2012
A Nomination Committee was elected by the
AGM for the first time in 2001. Since then, each
AGM has appointed a Nomination Committee,
or resolved on the procedure for appointing the
Nomination Committee.
The AGM 2012 resolved on an Instruction
for the Nomination Committee, including the
tasks of the Nomination Committee and the
procedure for appointing the members of the
Nomination Committee. The Instruction for
the Nomination Committee shall apply until
the General Meeting of shareholders resolves
otherwise. Under the instruction, the Nomination
Committee shall consist of:
> Representatives of the four largest
shareholders by voting power by the end
of the month in which the AGM was held
> The Chairman of the Board of Directors.
As described in the Instruction for the
Nomination Committee, the Committee may
include additional members following a request
by a shareholder. The request must be justified
by changes in the shareholder’s ownership of
shares and be received by the Nomination
Committee no later than December 31. No fees
are paid to the members of the Nomination
Committee.
Members of the Nomination Committee
In addition to the Chairman of the Board of
Directors, Leif Johansson, the current
Nomination Committee consists of four
representatives appointed by the four
shareholders with the largest voting power
as of May 31, 2012:
> Petra Hedengran (Investor AB), Chairman
of the Nomination Committee
> Carl-Olof By (AB Industrivärden, Svenska
Handelsbankens Pensionsstiftelse)
> Johan Held (AFA Försäkring)
> Marianne Nilsson (Swedbank Robur Fonder).
The tasks of the Nomination Committee
Over the years, the tasks of the Nomination
Committee have evolved to comply with
the requirements of the Code. The main task
of the Committee remains to propose Board
members for election by the AGM. In doing
this, the Committee must not only orientate
itself on the Company’s strategy and future
challenges to be able to assess the competence
and experience that is required by the Board;
it must also consider all applicable rules on
BOARD OF DIRECTORS
The Board of Directors is ultimately responsible
for the organization of Ericsson and the
management of Ericsson’s operations. The
Board of Directors develops guidelines and
instructions for day-to-day operations, managed
by the President and CEO. The President and
CEO ensures that the Board is updated regularly
on events of importance to the Group. This
includes updates on business development,
results, financial position and the liquidity of
the Group.
According to the Articles of Association,
the Board of Directors shall consist of no
less than five and no more than 12 directors,
with no more than six deputies. In addition,
under Swedish law, trade unions have the
right to appoint three directors and their
deputies to the Board.
Directors serve from the close of one AGM to
the close of the next, but can serve any number
of consecutive terms.
The President and CEO may be elected
director of the Board, but, under the Swedish
Companies Act, the President of a public
company may not be elected Chairman of
the Board.
Conflicts of interest
Ericsson maintains rules and regulations
regarding conflicts of interest. Directors
are disqualified from participating in any
decision regarding agreements between
themselves and Ericsson. The same applies
to agreements between Ericsson and any
third party or legal entity in which the Board
member has an interest.
The Audit Committee has implemented a
procedure on related-party transactions and
a pre-approval process for non-audit services
carried out by the external auditor.
Composition of the Board of Directors
The Board of Directors consists of 12 Directors,
including the Chairman of the Board, elected by
the shareholders at the AGM 2012 for the period
until the close of the AGM 2013. It also consists
of three employee representatives, each with a
deputy, appointed by the trade unions for the
same period of time. The President and CEO,
Hans Vestberg, is the only Board member who
was also a member of Ericsson’s management
during 2012.
Work procedure
Pursuant to the Swedish Companies Act,
the Board of Directors has adopted a work
procedure that outlines rules for the distribution
of tasks between the Board and its Committees
as well as between the Board, its Committees
and the President and CEO. This complements
the regulations in the Swedish Companies Act
and in the Articles of Association of the
Ericsson | Annual Report 2012
135
C
O
R
P
O
R
A
T
E
G
O
V
E
R
N
A
N
C
E
independence of the Board of Directors
and its committees.
In addition, the Committee prepares
remuneration proposals, for resolution by the
AGM, to non-employed Directors elected by
the AGM and to the auditor.
The assignment of the Nomination
Committee further includes proposing auditors,
whereby candidates are selected in cooperation
with the Audit Committee of the Board. The
Committee also proposes a candidate for
election of the Chairman at the AGM.
Work of the Nomination Committee
for the AGM 2013
The Nomination Committee started its work
by going through a checklist of all its duties
according to the Code and the Instruction for
the Nomination Committee, resolved by the
AGM. The Committee also set a time plan for its
work ahead. A thorough understanding of
Ericsson’s business is paramount to the role of
the members of the Committee. Therefore, the
President and CEO was invited to, together with
the Chairman of the Board, present their views
on the Company’s position and strategy.
The Committee was thoroughly informed of
the results of the evaluation of the Board’s work
and procedures, including the performance of
the Chairman of the Board. On this basis, the
Committee was able to assess the competence
and experience required by Board members.
When proposing Board members, the
Nomination Committee considered a number
of things, including necessary experience
and competence as well as the value of
diversity and renewal and the improvement
of gender balance.
The Committee also acquainted itself with
the assessments made by the Company and
the Audit Committee on the quality and
efficiency of external auditor work, and received
recommendations on external auditor and audit
fees. As of March 5, 2013 the Nomination
Committee has held six meetings.
CORPORATE GOVERNANCE REPORT
OUR BUSINESSRESULTSSHAREHOLDERSOTHER INFORMATION
corporate
governance
CORPORATE GOVERNANCE REPORT
2012 CONTINUED
Company. The work procedure is reviewed,
evaluated and adopted by the Board as required
and at least once a year.
Independence
The Board of Directors and its Committees are
subject to a variety of independence rules under
applicable Swedish law, the Code and
applicable US securities laws, SEC rules and
the NASDAQ Stock Market Rules. However,
Ericsson can rely on exemptions from certain
US requirements.
The composition of the Board of Directors
meets all applicable independence criteria.
The Nomination Committee concluded
before the AGM 2012 that, for purposes of
the Code, at least seven of the nominated
Directors were independent of Ericsson, its
senior management and its major shareholders.
These were Roxanne S. Austin, Sir Peter L.
Bonfield, Alexander Izosimov, Leif Johansson,
Ulf J. Johansson, Nancy McKinstry and
Michelangelo Volpi.
Structure of the work of the Board of
Directors
The work of the Board follows a yearly cycle.
This enables the Board to appropriately address
each of its duties and to keep strategy, risk
assessment and value creation high on the
agenda.
> Statutory meeting
The yearly cycle starts with the statutory
Board meeting which is held in connection
with the AGM. At this meeting, members
of each of the three Board Committees
are appointed and the Board resolves
on signatory power.
> First interim report meeting
At the next ordinary meeting (depending on
the date of the AGM), the Board handles the
interim financial report for the first quarter of
the year.
> Main strategy meeting
Various strategic issues are addressed at
most of the Board meetings. In accordance
with the annual cycle for the strategy
process, a main strategy Board meeting is
also held, which is in essence dedicated to
short- and long-term strategies of the Group.
Following the Board’s input on and approval
of the overall strategy, the strategy is
cascaded throughout the entire organization,
starting at the Global Leadership Summit
with Ericsson’s top 250 leaders.
> Second interim report meeting
At the second interim report meeting, the
Board handles the interim financial report
for the second quarter of the year.
> Follow-up strategy and risk management
meeting
Following the summer, a meeting is held to
address particular strategy matters in further
detail and to finally confirm the Group
strategy. The meeting also addresses the
overall risk management of the Group.
> Third interim report meeting
A Board meeting is held to handle the interim
Budget and financial outlook meeting
Third interim report meeting
> Q3 Financial report
> Board work evaluation
Board training
Q4
Nov
Oct
Sep
Fourth-quarter and full-year financial results meeting
> Financial result of the entire year
Dec
Jan
Q1
Feb
Annual Report meeting
> Board signs the annual report
Board training
Board meetings
– annual cycle
Mar
Apr
Follow-up strategy and
risk management meeting
Aug
Q3
Jul
Jun
May
Q2
First interim report meeting
> Q1 Financial report
Statutory meeting (in connection with AGM)
> Appointment of Committee Members
> Authorization to sign for the Company
Second interim report meeting
> Q2 Financial report
Main strategy meeting
The Board’s annual work cycle
The annual cycle applied to the
Board’s work allows the Board
to appropriately address its
duties during the year. It also
facilitates for the organization
to align its global processes
to allow appropriate Board
involvement. This is particularly
relevant for the Group’s
strategy process and risk
management.
136
Ericsson | Annual Report 2012
financial report for the third quarter of the
year. At this meeting, the results of the Board
evaluation are presented to and discussed by
the Board.
> Budget and financial outlook meeting
A meeting is held for the Board to address
the budget and financial outlook as well as
further analysis of internal and external risks.
> Fourth-quarter and full-year financial
results meeting
Following the end of the calendar year, the
Board holds a meeting which focuses on the
financial results of the entire year and handles
the fourth-quarter financial report.
> Annual Report meeting
The Annual Report meeting closes the
yearly cycle of work of the Board of
Directors. At this meeting the Board
approves the Annual Report.
As the Board is responsible for financial
oversight, financial information is presented and
evaluated at each Board meeting. Furthermore,
each Board meeting generally includes reports
on Committee work by the Chairman of each
Committee. In addition, minutes from
Committee meetings are distributed to
all Directors prior to the Board meeting.
At every Board meeting, the President and
CEO reports on business and market
developments as well as on the financial
performance of the Company. Strategic issues
and risks are also addressed at most Board
meetings. The Board is regularly informed of
developments in legal and regulatory matters
of importance.
Auditor involvement
The Board meets with Ericsson’s external
auditor in closed sessions at least once a
year to receive and consider the auditor’s
observations. The auditor reports to
management on the accounting and financial
reporting practices of the Group.
The Audit Committee also meets with the
auditor to receive and consider observations
on the interim reports and the Annual Report.
The auditor has been instructed to report on
whether the accounts, the management of
funds and the general financial position of the
Group are under control in all material respects.
In addition, the Board reviews and assesses
the process for financial reporting, as described
later in “Internal control over financial reporting
2012”. Combined with internal controls, the
Board’s and the auditor’s review of interim and
annual reports are deemed to give reasonable
assurance on the quality of financial reporting.
Training of the Board of Directors
All new Directors receive comprehensive
training tailored to their individual needs.
Introductory training typically includes meetings
with the heads of the business units and Group
functions, as well as training arranged by
NASDAQ OMX Stockholm on listing issues
and insider rules. In addition, full-day training
sessions are held twice a year for all Directors.
These sessions enhance the Directors’
knowledge of specific operations and issues
as appropriate to ensure that the Board has
knowledge and understanding of the forefront
of technical development and of the business
activities of the Group.
As a rule, the Board receives Sustainability
and Corporate Responsibility training at least
once a year.
Key focus areas in Board training in
2012 were:
> Technology leadership, including
market development, competitor overview,
Ericsson Research long-term view and
ways of working.
> Ericsson’s strategic forecast,
including purpose, process, roles
and methodology forecast.
Work of the Board of Directors in 2012
In 2012, 12 Board meetings were held. For
attendance at Board meetings, see the table on
page 141. Among the matters addressed by the
Board this year (apart from regular matters in
the annual Board work cycle) were:
> A number of acquisitions, including BelAir
Networks, Technicolor’s broadcast services
division, ConceptWave and increased
ownership in Ericsson-LG.
> Entry to the US bond market through issuing
a ten-year US bond.
> Loan agreements with the European
Investment Bank (EIB) and the Nordic
Investment Bank (NIB).
> Strong focus on risk management, strategy
and the competitive market development,
as well as on sustainability and corporate
responsibility matters.
> A number of divestments, including the
divestment of the Multimedia brokering
platform (IPX) and EDA 1500 GPON assets.
> Continued focus on the effects of general
financial uncertainty on the market, including
the effects of political unrest in the Middle
East and Africa and financial uncertainty in
Europe.
> Continuous work relating to strategic plans
for the joint venture ST-Ericsson.
Board work evaluation
A key objective of the Board evaluation is to
ensure that the Board is functioning well. This
includes gaining an understanding of the issues
that the Board thinks warrant greater focus, as
well as determining areas where additional
competence is needed within the Board. The
evaluation also serves as guidance for the work
of the Nomination Committee.
Each year, the Chairman of the Board
initiates and leads the evaluation of the Board
and Committee work and procedures.
Ericsson | Annual Report 2012
137
C
O
R
P
O
R
A
T
E
G
O
V
E
R
N
A
N
C
E
CORPORATE GOVERNANCE REPORT
OUR BUSINESSRESULTSSHAREHOLDERSOTHER INFORMATION
corporate
governance
CORPORATE GOVERNANCE REPORT
2012 CONTINUED
Evaluation tools include detailed questionnaires
and discussions.
In 2012, all the Directors responded to written
questionnaires, covering the Director’s individual
performance, Board work in general, Committee
work and the Chairman’s performance. The
Chairman was not involved in the development
or compilation of the questionnaire which
related to his performance, nor was he present
when his performance was evaluated. The
evaluations were thoroughly discussed and an
action plan was developed in order to further
improve the work of the Board.
COMMITTEES OF THE BOARD OF
DIRECTORS
The Board of Directors has established three
Committees: the Audit Committee, the Finance
Committee and the Remuneration Committee.
Members of each Committee are appointed
for one year amongst the Board members.
The task of the Committees is mainly to
prepare matters for final resolution by the Board.
However, the Board has authorized each
Committee to determine certain issues in limited
areas. It may also on occasion provide extended
authorization for the Committees to determine
specific matters.
If deemed appropriate, the Board of Directors
and each Committee have the right to engage
external expertise, either in general or with
respect to specific matters.
Prior to the Board meetings, each Committee
submits to the Board minutes from Committee
meetings. The Chairman of the Committee also
reports on the Committee work at each Board
meeting.
Organization of the Board work
Audit Committee
On behalf of the Board, the Audit Committee
monitors the following:
> The scope and correctness of the financial
statements
> Compliance with legal and regulatory
requirements
> Internal control over financial reporting
> Risk management
> The effectiveness and appropriateness of the
Group’s anti-corruption program.
The Audit Committee also reviews the annual
and interim financial reports and oversees the
external audit process, including audit fees.
This involves:
> Reviewing, with management and the
external auditor, the financial statements
(including their conformity with generally
accepted accounting principles)
> Reviewing, with management, the
reasonableness of significant estimates and
judgments made in preparing the financial
statements, as well as the quality of the
disclosures in the financial statements
> Reviewing matters arising from reviews
and audits performed.
The Audit Committee itself does not perform
audit work. Ericsson has an internal audit
function which reports directly to the Audit
Committee.
The Committee is also involved in the
preparatory work of proposing auditor for
election by the AGM. It also monitors Group
transactions and the ongoing performance
and independence of the auditor with the
aim to avoid conflicts of interest.
In order to ensure the auditor’s
independence, the Audit Committee has
established pre-approval policies and
Board of Directors
15 Directors
Finance
Committee
(4 Directors)
> Financing
> Investing
> Customer credits
Audit
Committee
(5 Directors)
> Oversight over financial
reporting
> Oversight over internal
control
> Oversight over auditing
Remuneration
Committee
(4 Directors)
> Guidelines for remuneration
to Group Management
> Long-Term Variable
Remuneration
> Executive compensation
138
Ericsson | Annual Report 2012
procedures for non-audit related services to be
performed by the external auditor. Pre-approval
authority may not be delegated to management.
The Audit Committee also oversees:
> The process for reviewing transactions
with related parties
> The whistleblower procedure for the
reporting of alleged violations of the Code
of Business Ethics that (i) are conducted by
Group or local management, and (ii) relate
to corruption, questionable accounting or
auditing matters or otherwise seriously affect
vital interests of the Group or personal health
and safety. The whistleblower procedure was
updated and extended during 2012 in
connection with the review and update
of the Code of Business Ethics.
Violations reported through the whistleblower
procedure are investigated by Ericsson’s internal
audit function together with the relevant Group
function. Information regarding any incident is
reported to the Audit Committee. Reports
include measures taken, details of the
responsible Group function and the status
of any investigation.
Members of the Audit Committee
The Audit Committee consists of five Board
members appointed by the Board. In 2012, the
Audit Committee comprised Ulf J. Johansson
(Chairman of the Committee), Roxanne S.
Austin, Sir Peter L. Bonfield, Kristina Davidsson
and Sverker Martin-Löf.
The composition of the Audit Committee
meets all applicable independence
requirements. The Board of Directors has
determined that each of Ulf J. Johansson,
Roxanne S. Austin, Sir Peter L. Bonfield and
Sverker Martin-Löf is an audit committee
financial expert, as defined under the SEC rules.
Each of them is independent under applicable
US securities laws, SEC rules and NASDAQ
Stock Market Rules and each of them is
financially literate and familiar with the
accounting practices of an international
company, such as Ericsson.
Former authorized public accountant Peter
Markborn was previously appointed as an
Members of the Committees
Members of the Committees of the Board of Directors 2012
Audit
Committee
> Ulf J Johansson
(Chairman)
> Roxanne S. Austin
> Sir Peter L. Bonfield
> Kristina Davidsson
> Sverker Martin-Löf
Finance
Committee
> Leif Johansson
(Chairman)
> Pehr Claesson
> Anders Nyrén
> Jacob Wallenberg
Remuneration
Committee
> Leif Johansson
(Chairman)
> Börje Ekholm
> Nancy McKinstry
> Karin Åberg
external expert advisor to assist and advise
the Audit Committee. He left this assignment
during 2012.
Work of the Audit Committee in 2012
The Audit Committee held six meetings in 2012.
Directors’ attendance is reflected in the table on
page 141. During the year, the Audit Committee
reviewed the scope and results of external
financial audits and the independence of the
external auditor. It also monitored the external
audit fees and approved non-audit services
performed by the external auditor in accordance
with the Committee’s pre-approval policies and
procedures.
The Committee approved the annual audit
plan for the internal audit function and reviewed
its reports. Prior to publishing it, the Committee
also reviewed and discussed each interim report
with the external auditor.
The Committee monitored the continued
compliance with the Sarbanes-Oxley Act as
well as the internal control and risk management
process. It also reviewed certain related-party
transactions in accordance with its established
process.
The Committee reviewed and evaluated
the effectiveness and appropriateness of
the Group’s anti-corruption program.
Finance Committee
The Finance Committee is primarily
responsible for:
> Handling matters related to acquisitions
and divestments
> Handling capital contributions to companies
inside and outside the Ericsson Group
> Raising loans, issuing guarantees and similar
undertakings, and approving financial
support to customers and suppliers
> Continuously monitoring the Group’s financial
risk exposure.
The Finance Committee is authorized
to determine matters such as:
> Direct or indirect financing
> Provision of credits
> Granting of securities and guarantees
> Certain investments, divestments and
financial commitments.
Members of the Finance Committee
The Finance Committee consists of four Board
members appointed by the Board. In 2012, the
Finance Committee comprised: Leif Johansson
(Chairman of the Committee), Pehr Claesson,
Anders Nyrén and Jacob Wallenberg.
C
O
R
P
O
R
A
T
E
G
O
V
E
R
N
A
N
C
E
CORPORATE GOVERNANCE REPORT
Ericsson | Annual Report 2012
139
OUR BUSINESSRESULTSSHAREHOLDERSOTHER INFORMATION
corporate
governance
CORPORATE GOVERNANCE REPORT
2012 CONTINUED
Members of the Remuneration Committee
The Remuneration Committee consists of four
Board members appointed by the Board. In
2012, the Remuneration Committee comprised:
Leif Johansson (Chairman of the Committee),
Börje Ekholm, Nancy McKinstry and Karin
Åberg.
Piia Pilv has been appointed by the
Remuneration Committee as an independent
expert advisor to assist the Committee,
particularly regarding international trends and
developments.
Work of the Remuneration Committee in 2012
The Remuneration Committee held six meetings
in 2012. Directors’ attendance is reflected in the
table on page 141.
The Committee reviewed and prepared a
proposal for the LTV 2012 for resolution by the
Board. This was approved by the AGM 2012.
The Committee further resolved on salaries and
Short-Term Variable remuneration (STV) for 2012
for CEO direct reports. It prepared remuneration
to the President and CEO, for resolution by the
Board. The Committee also prepared guidelines
for remuneration to the ELT, which were
subsequently referred by the Board to the
AGM for approval.
Towards the end of the year, the Committee
concluded its analysis of the current LTV
structure and executive remuneration. The
resulting proposals on LTV and guidelines for
remuneration to the ELT will be referred to the
AGM 2013 for resolution.
For further information on fixed and variable
remuneration, please see Notes to the
consolidated financial statements – Note C28
“Information regarding members of the Board
of Directors, the Group management and
employees” and the “Remuneration Report”
included in the Annual Report.
Work of the Finance Committee in 2012
The Finance Committee held seven meetings in
2012. Directors’ attendance is reflected in the
table on page 141. During the year, the Finance
Committee approved numerous customer
finance credit arrangements and reviewed a
number of potential mergers and acquisitions
and real estate investments from a financial
perspective. As a result of the uncertainty on
the financial markets and the macroeconomic
development, the Finance Committee has
focused particularly on discussing and securing
an adequate capital structure, cash flow and
cash-generating ability. It has also continuously
monitored Ericsson’s financial position and
credit exposure.
Remuneration Committee
The Remuneration Committee’s main
responsibility is to prepare for resolution by the
Board of Directors matters regarding salary and
other remuneration, including pension benefits
of the President and CEO, the Executive Vice
Presidents and other officers who report directly
to the President and CEO. Responsibilities
include:
> Reviewing and preparing for resolution by
the Board, proposals on salary and other
remuneration, including retirement
compensation, for the President and CEO
> Reviewing and preparing for resolution by the
Board, proposals to the AGM on guidelines
for remuneration to the ELT
> Approving proposals on salary and other
remuneration, including retirement
compensation, for the Executive Vice
Presidents and other CEO direct reports
> Reviewing and preparing for resolution by
the Board, proposals to the AGM on LTV
and similar equity arrangements.
Consideration is given to trends in remuneration,
legislative changes, disclosure rules and the
general global environment surrounding
executive remuneration. The Committee reviews
salary survey data before approving any salary
adjustment for CEO direct reports. In addition,
the Committee prepares salary adjustments
for the President and CEO for resolution by
the Board.
140
Ericsson | Annual Report 2012
Directors’ attendance and fees 2012
Fees resolved by the AGM 2012
Number of Board/Committee meetings attended
Board fees 1)
Committee fees
Board
Audit
Committee
Finance
Committee
Remuneration
Committee
Board member
Leif Johansson
Sverker Martin-Löf
Jacob Wallenberg
Roxanne S. Austin
Sir Peter L. Bonfield
Börje Ekholm
Alexander Izosimov 2)
Ulf J. Johansson
Nancy McKinstry
Anders Nyrén
Carl-Henric Svanberg 3)
Hans Vestberg
Michelangelo Volpi
Pehr Claesson
Jan Hedlund 4)
Karin Åberg
Kristina Davidsson 5)
Rickard Fredriksson 6)
Karin Lennartsson
Roger Svensson
Total number of meetings
400,000
250,000
175,000
250,000
250,000
175,000
350,000
175,000
175,000
3,750,000
875,000
875,000
875,000
875,000
875,000
875,000
875,000
875,000
875,000
–
–
875,000
18,000 7)
6,000 7)
18,000 7)
18,000 7)
10,500 7)
18,000 7)
18,000 7)
12
12
12
11
12
12
8
12
11
12
4
12
10
12
4
12
12
7
12
12
12
6
6
6
6
3
3
6
7
5
7
7
7
6
6
6
6
6
C
O
R
P
O
R
A
T
E
G
O
V
E
R
N
A
N
C
E
1) Non-employed Directors can choose to receive part of their Board fee (exclusive of Committee fees) in the form of synthetic shares.
2) Elected Board member as of May 3, 2012.
3) Resigned as Board member as of May 3, 2012.
4) Resigned as employee representative and from the Audit Committee as of May 3, 2012.
5) Member of the Audit Committee since May 3, 2012.
6) Appointed deputy employee representative as of May 3, 2012.
7) Employee representative Board members and their deputies are not entitled to a Board fee but compensation in the amount of SEK 1,500 per attended Board meeting.
REMUNERATION TO BOARD
MEMBERS
Remuneration to Board members not employed
by the Company is proposed by the Nomination
Committee for resolution by the AGM.
The AGM 2012 approved the Nomination
Committee’s proposal for fees to the non-
employed Board members for Board and
Committee work. For information on Board
of Directors’ fees 2012, please refer to Notes
to the consolidated financial statements – Note
C28 “Information regarding members of the
Board of Directors, the Group management
and employees” in the Annual Report. The
AGM 2012 also approved the Nomination
Committee’s proposal that Board members
may be paid part of their Board fee in the
form of synthetic shares.
A synthetic share gives the right to receive
a future cash payment of an amount which
corresponds to the market value of a Class B
share in Ericsson at the time of payment. The
director’s right to receive payment with regard
to allocated synthetic shares occurs, as a main
rule, after the publication of the Company’s
year-end financial statement during the fifth year
following the General Meeting which resolved on
the allocation of the synthetic shares. The
purpose of paying part of the Board of Directors’
fee in the form of synthetic shares is to further
align the Directors’ interest with shareholder
interest. For more information on the terms and
conditions of the synthetic shares, please refer
to the notice convening the AGM 2012 and to
the minutes from the AGM 2012, which are
available at Ericsson’s website.
CORPORATE GOVERNANCE REPORT
Ericsson | Annual Report 2012
141
OUR BUSINESSRESULTSSHAREHOLDERSOTHER INFORMATION
corporate
governance
Members of the board
of directors
Board members elected by the AGM 2012
Leif Johansson
(first elected 2011)
Chairman of the Board of
Directors, Chairman of the
Remuneration Committee and of
the Finance Committee
Born 1951. Master of Science in
Engineering, Chalmers University of
Technology, Gothenburg, Sweden.
Board Chairman: Astra Zeneca PLC,
European Round Table of
Industrialists and the International
Advisory Board of the Nobel
Foundation.
Board Member: Svenska Cellulosa
Aktiebolaget SCA and Ecolean AB.
Holdings in Ericsson 1): 17,933 Class
B shares.
Principal work experience and other
information: President of the Royal
Swedish Academy of Engineering
Sciences. President and CEO of AB
Volvo 1997-2011. Executive Vice
President of AB Electrolux 1988-
1991, President 1991-1994 and
President and CEO of AB Electrolux
1994-1997. Holds honorary
Doctorates at Blekinge Institute
of Technology, the University
of Gothenburg and Chalmers
University of Technology. Awarded
the Large Gold Medal of the Royal
Swedish Academy of Engineering
Sciences in 2011.
Sverker Martin-Löf
(first elected 1993)
Deputy Chairman of the Board of
Directors, Member of the Audit
Committee
Jacob Wallenberg
(first elected 2011)
Deputy Chairman of the Board of
Directors, Member of the Finance
Committee
Roxanne S. Austin
(first elected 2008)
Member of the Audit Committee
Born 1943. Doctor of Technology
and Master of Engineering, KTH
Royal Institute of Technology,
Stockholm, Sweden.
Board Chairman: Svenska Cellulosa
Aktiebolaget SCA, SSAB and AB
Industrivärden.
Board Member: Skanska AB and
Svenska Handelsbanken AB.
Holdings in Ericsson 1): 10,400 Class
B shares.
Principal work experience and other
information: President and CEO of
Svenska Cellulosa Aktiebolaget SCA
1990–2002, where he was
employed 1977–1983 and 1986–
2002. Previous positions at Sunds
Defibrator and Mo och Domsjö AB.
Born 1961. Bachelor of Business
Administration in Accounting,
University of Texas, San Antonio,
USA.
Board Member: Abbott
Laboratories, Teledyne Technologies
Inc. and Target Corporation.
Holdings in Ericsson 1): 3,000 Class
B shares.
Principal work experience and other
information: President of Austin
Investment Advisors since 2004.
President and CEO of Move
Networks Inc. 2009–2010. President
and COO of DirecTV 2001–2003.
Corporate Senior Vice President
and CFO of Hughes Electronics
Corporation 1997–2000, which she
joined in 1993. Previously a partner
at Deloitte & Touche. Member of the
California State Society of Certified
Public Accountants and the
American Institute of Certified Public
Accountants.
Born 1956. Bachelor of Science in
Economics and Master of Business
Administration, Wharton School,
University of Pennsylvania, USA.
Officer of the Reserve, Swedish
Navy.
Board Chairman: Investor AB.
Deputy Board Chairman: SAS AB
and SEB Skandinaviska Enskilda
Banken AB (SEB).
Board member: ABB Ltd, The
Coca-Cola Company, The Knut and
Alice Wallenberg Foundation and
Stockholm School of Economics.
Holdings in Ericsson 1): 2,413 Class B
shares.
Principal work experience and other
information: Chairman of the Board
of Investor AB since 2005. Extensive
experience in banking and finance,
including experience from the
commercial banks JP Morgan, New
York and SEB. Appointed President
and CEO of SEB in 1997 and
appointed Chairman of SEB’s Board
of Directors in 1998. Executive Vice
President and CFO of Investor AB
1990-1993. Honorary Chairman of
IBLAC (Mayor of Shanghai’s
International Business Leaders
Advisory Council) and member
of The European Round Table
of Industrialists.
1) The number of shares reflects ownership as of December 31, 2012 and includes holdings by related natural and legal persons, as well as holdings of any ADS, if applicable.
142
Ericsson | Annual Report 2012
C
O
R
P
O
R
A
T
E
G
O
V
E
R
N
A
N
C
E
Sir Peter L. Bonfield
(first elected 2002)
Member of the Audit Committee
Börje Ekholm
(first elected 2006)
Member of the Remuneration
Committee
Alexander Izosimov
(first elected 2012)
Ulf J. Johansson
(first elected 2005)
Chairman of the Audit Committee
Born 1963. Master of Science in
Electrical Engineering, KTH Royal
Institute of Technology, Stockholm,
Sweden. Master of Business
Administration, INSEAD, France.
Board Chairman: KTH Royal Institute
of Technology, Stockholm and
Nasdaq OMX Group Inc.
Board Member: Investor AB, AB
Chalmersinvest, EQT Partners AB
and Husqvarna AB.
Holdings in Ericsson 1): 30,760 Class
B shares.
Principal work experience and other
information: President and CEO of
Investor AB since 2005. Formerly
Head of Investor Growth Capital Inc.
and New Investments. Previous
positions at Novare Kapital AB and
McKinsey & Co Inc.
Born 1944. Honors degree in
Engineering, Loughborough
University, Leicestershire, UK.
Board Chairman: NXP
Semiconductors N.V.
Board Member: Mentor Graphics
Inc., Sony Corporation and Taiwan
Semiconductor Manufacturing
Company, Ltd.
Holdings in Ericsson 1): 4,400 Class
B shares.
Principal work experience and other
information: CEO and Chairman of
the Executive Committee of British
Telecommunications plc 1996–2002.
Chairman and CEO of ICL plc
1985–1996. Positions with STC plc
and Texas Instruments Inc. Member
of the Advisory Boards of New
Venture Partners LLP, the Longreach
Group and Apax Partners LLP.
Board Mentor of CMi. Senior
Advisor, Rothschild, London.
Chair of Council and Senior
Pro-Chancellor, Loughborough
University, UK. Fellow of the Royal
Academy of Engineering.
Born 1945. Doctor of Technology
and Master of Science in Electrical
Engineering, KTH Royal Institute of
Technology, Stockholm, Sweden.
Board Chairman: Acando AB,
Eurostep Group AB, Novo A/S,
Novo Nordisk Foundation and
Trimble Navigation Ltd.
Board Member: European Institute
of Innovation and Technology.
Holdings in Ericsson 1): 6,435 Class
B shares.
Principal work experience and other
information: Founder of Europolitan
Vodafone AB, where he was the
Chairman of the Board 1990–2005.
Previous positions at Spectra-
Physics AB as President and CEO
and at Ericsson Radio Systems AB.
Member of the Royal Academy of
Engineering Sciences.
Born 1964. Master of Business
Administration, INSEAD, France and
Master of Science in Production
Management Systems and
Computer Science, Moscow
Aviation Institute, Russian
Federation.
Board Member: East Capital AB,
Modern Times Group MTG AB,
EVRAZ Group S.A., Dynasty
Foundation, Transcom WorldWide
SA and International Chamber of
Commerce (ICC).
Holdings in Ericsson 1): 1,600 Class
B shares.
Principal work experience and other
information: CEO and President of
VimpelCom 2003-2011. Previous
positions with Mars Inc., including
Member of the Global Executive
Board and Regional President for
CIS, Central Europe and Nordics.
Earlier positions with McKinsey & Co
as consultant in the Stockholm and
London offices. Served as GSMA
Board member 2005-2008 and
Chairman of GSMA 2008-2010.
1) The number of shares reflects ownership as of December 31, 2012 and includes holdings by related natural and legal persons, as well as holdings of any ADS, if applicable.
Corporate governance report
Ericsson | Annual Report 2012
143
OUR BUSINESSRESULTSSHAREHOLDERSOTHER INFORMATION
corporate
governance
Members of the board
of directors CONTINUED
Nancy McKinstry
(first elected 2004)
Member of the Remuneration
Committee
Born 1959. Master of Business
Administration in Finance and
Marketing, Columbia University,
USA. Bachelor of Arts in Economics,
University of Rhode Island, USA.
Board Chairman: CEO and
Chairman of the Executive Board of
Wolters Kluwer n.v.
Board Member: Abbott Laboratories
and Sanoma Corporation.
Holdings in Ericsson 1): 4,000 Class
B shares.
Principal work experience and other
information: CEO and Chairman of
the Executive Board of Wolters
Kluwer n.v. President and CEO of
CCH Legal Information Services
1996–1999. Previous positions at
Booz, Allen & Hamilton and New
England Telephone Company.
Member of the Advisory Board of the
University of Rhode Island, the
Advisory Council of the Amsterdam
Institute of Finance, the Board of
Overseers of Columbia Business
School and the Advisory Board of
the Harrington School of
Communication and Media.
Anders Nyrén
(first elected 2006)
Member of the Finance Committee
Hans Vestberg
(first elected 2010)
Michelangelo Volpi
(first elected 2010)
Born 1966. Bachelor of Science in
Mechanical Engineering and
Masters in Manufacturing Systems
Engineering from Stanford University,
USA. MBA from the Stanford
Graduate School of Business, USA.
Board Member: EXOR S.p.A.
Holdings in Ericsson 1): None.
Principal work experience and other
information: Partner at Index
Ventures since July 2009. Previously
CEO of Joost Inc. Various positions
in Cisco from 1994-2007, including
Senior Vice President and General
Manager of the Routing and Service
Provider Technology Group and
Chief Strategy Officer. Has also
worked for Hewlett Packard in the
optoelectronics division.
Born 1954. Graduate of Stockholm
School of Economics, Sweden,
Master of Business Administration
from Anderson School of
Management, UCLA, USA.
Board Chairman: Sandvik AB.
Deputy Board Chairman: Svenska
Handelsbanken AB.
Board Member: Svenska Cellulosa
Aktiebolaget SCA, AB
Industrivärden, SSAB, AB Volvo,
Ernströmgruppen and Stockholm
School of Economics.
Holdings in Ericsson 1): 6,686 Class
B shares.
Principal work experience and other
information: President and CEO of
Industrivärden since 2001. CFO and
Executive Vice President of Skanska
AB 1997–2001. Director Capital
Markets of Nordbanken 1996–1997.
CFO and EVP of Securum AB
1992–1996. Managing Director of
OM International AB 1987–1992.
Earlier positions at STC
Scandinavian Trading Co AB and AB
Wilhelm Becker.
Born 1965. Bachelor of Business
Administration and Economics,
University of Uppsala, Sweden.
Board Chairman: ST-Ericsson and
Svenska Handbollförbundet.
Board Member: Thernlunds AB.
Holdings in Ericsson 1): 149,382
Class B shares.
Principal work experience and other
information: President and CEO of
Telefonaktiebolaget LM Ericsson
since January 1, 2010. Previously,
First Executive Vice President, CFO
and Head of Group Function
Finance and Executive Vice
President and Head of Business Unit
Global Services. Various positions in
the Group since 1988, including Vice
President and Head of Market Unit
Mexico and Head of Finance and
Control in USA, Brazil and Chile.
International advisor to the Governor
of Guangdong, China and co-
chairman of the Russian-Swedish
Business Council. Founding
member of the Broadband
Commission for Digital Development,
and heading the Commission’s
climate change working group.
Member of the European Cloud
Partnership Steering Board and the
Leadership Council of the United
Nations Sustainable Development
Solutions Network.
1) The number of shares reflects ownership as of December 31, 2012 and includes holdings by related natural and legal persons, as well as holdings of any ADS, if applicable.
144
Ericsson | Annual Report 2012
Board members and deputies appointed by the unions
Pehr Claesson
(first appointed 2008)
Employee representative, Member of the
Finance Committee
Kristina Davidsson
(first appointed 2006)
Employee representative, Member of the Audit
Committee
Karin Åberg
(first appointed 2007)
Employee representative, Member of the
Remuneration Committee
Born 1966. Appointed by the union The Swedish
Association of Graduate Engineers.
Holdings in Ericsson 1): 999 Class B shares.
Employed since 1997. Working with marketing and
communication for Consulting and Systems
Integration within Business Unit Global Services.
Born 1955. Appointed by the union IF Metall.
Holdings in Ericsson 1): 1,629 Class B shares.
Employed since 1995. Previously working as
repairer within Business Unit Networks and
currently working full time as union representative.
Born 1959. Appointed by the union Unionen.
Holdings in Ericsson 1): 2,751 Class B shares.
Employed since 1995. Working as a Service
Engineer within the IT organization.
C
O
R
P
O
R
A
T
E
G
O
V
E
R
N
A
N
C
E
Rickard Fredriksson
(first appointed 2012)
Deputy employee representative
Karin Lennartsson
(first appointed 2010)
Deputy employee representative
Roger Svensson
(first appointed 2011)
Deputy employee representative
Born 1969. Appointed by the union IF Metall.
Holdings in Ericsson 1): 799 Class B shares.
Employed since 2000. Previously working as
machine operator within Business Unit Networks
and currently working full time as union
representative.
Born 1957. Appointed by the union Unionen.
Holdings in Ericsson 1): 493 Class B shares.
Employed since 1976. Working as Process Expert
within Group Function Finance – Process
Management.
Born 1971. Appointed by the union The Swedish
Association of Graduate Engineers.
Holdings in Ericsson 1): 7,710 Class B shares.
Employed since 1999. Working as Senior
Specialist Test Strategy Power Amplifier within
Business Unit Networks.
Hans Vestberg was the only Director who held an
operational management position at Ericsson in
2012. No Director has been elected pursuant to
an arrangement or understanding with any major
shareholder, customer, supplier or other person.
At the Annual General Meeting 2012, Alexander
Izosimov was elected new member of the Board
of Directors, replacing Carl-Henric Svanberg. Jan
Hedlund resigned as employee representative of
the Board of Directors as of the date of the Annual
General Meeting 2012 and Kristina Davidsson
(previously deputy employee representative) was
appointed employee representative as of the
same date. Rickard Fredriksson was appointed
new deputy employee representative as of the
date of the Annual General Meeting 2012.
1) The number of shares reflects ownership as of December 31, 2012 and includes holdings by related natural and legal persons, as well as holdings of any ADS, if applicable.
Corporate governance report
Ericsson | Annual Report 2012
145
OUR BUSINESSRESULTSSHAREHOLDERSOTHER INFORMATION
corporate
governance
CORPORATE GOVERNANCE REPORT
2012 CONTINUED
MANAGEMENT
The President/CEO and the Executive
Leadership Team
The Board of Directors appoints the President
and CEO and the Executive Vice Presidents.
The President and CEO is responsible for the
management of day-to-day operations and is
supported by the Executive Leadership Team
(the “ELT”). During 2012, the ELT consisted of
the President and CEO, the heads of Group
functions, the heads of business units and
the heads of two of Ericsson’s regions.
The role of the ELT is to:
> Establish a strong corporate culture, a
long-term vision and Group strategies and
policies, all based on objectives stated by the
Board
> Determine targets for operational units,
allocate resources and monitor unit
performance
> Secure operational excellence and realize
global synergies through efficient
organization of the Group.
Remuneration to the Executive Leadership
Team
Guidelines for remuneration to the ELT were
approved by the AGM 2012. For further
information on fixed and variable remuneration,
see the Remuneration report and Notes to the
consolidated financial statements – Note C28,
“Information regarding members of the Board
of Directors, the Group management and
employees” in the Annual Report.
The Ericsson Group Management System
Ericsson has a global management system, the
Ericsson Group Management System (EGMS)
to drive corporate culture and to ensure that
the business is managed:
> To fulfill the objectives of Ericsson’s major
stakeholders (customers, shareholders,
employees)
> Within established risk limits and with reliable
>
internal control
In compliance with relevant applicable laws,
listing requirements, governance codes and
corporate social responsibilities.
The EGMS is founded on ISO 9001
(International Standard for Quality management
system) but is designed as a dynamic
governance system, enabling Ericsson to
adapt the system to evolving demands and
expectations, including new legislation as
well as customers’ and other stakeholders’
requirements. The management system is
an important foundation and is continuously
evaluated and improved.
Certificates are evidence from an
independent body verifying that the operations
fulfill defined requirements. As the EGMS is a
global system, group-wide certificates can be
Ericsson Group Management System
Customers
Key Stakeholders
Business Environment
Demands
and Expectations
Objectives
Strategies
Performance
Improvement
Management and Control
Policies
Vision
Directives
Satisfaction through
Value Deliverables
Results
Performance
Evaluation
The Ericsson Business Processes
Organization and Resources
Corporate Culture
146
Ericsson | Annual Report 2012
issued by a third party certification body proving
that the system is efficient throughout the whole
organization. Ericsson is currently globally
certified to ISO 9001 (Quality), ISO 14001
(Environment) and OHSAS 18001 (Health &
Safety). Selected Ericsson units are also
certified to additional standards, for example
ISO 27001 (Information Security) and TL 9000
(telecom-specific standard).
The EGMS comprises three elements:
> Management and control
> Ericsson business processes
> Organization and resources.
Management and control
Ericsson’s strategy and target setting processes
consider the demands and expectations of
customers as well as other key stakeholders.
The process facilitates the alignment of
objectives and their measurement in activities at
all levels of the organization.
Ericsson uses balanced scorecards as tools
for translating strategic objectives into a set of
performance indicators for its operational units.
Based on annual strategy work, these
scorecards are updated with targets for each
unit for the next year and are communicated
throughout the organization.
Group-wide policies and directives govern
how the organization works and are core
elements in managing and controlling Ericsson.
The Group Policies and Directives include a
Code of Business Ethics, a Code of Conduct
and accounting and reporting directives to fulfill
external reporting requirements and the
Sarbanes-Oxley Act.
The Group Steering Documents Committee
works to ensure that the policies and directives
cover relevant issues; that they are aligned and
consistent with Group strategies, values and
structures; and that they are not in conflict with
legal and regulatory requirements. In addition,
the Group Steering Documents Committee
works to ensure that the said strategies, values
and structures are implemented by the
responsible function.
Ericsson business processes
As a market leader, Ericsson utilizes the
competitive advantages that are gained through
global scale and has implemented common
processes and IT tools across all operational
units worldwide. Customer requirements are
identified, clarified and formalized in Ericsson
Business Processes where requirements
transform from theory to reality. Through
management and continuous improvement of
processes and IT tools, Ericsson attempts to
reduce costs with efficient and effective process
flows and with standardized internal controls
and performance indicators.
Organization and resources
Ericsson is operated in two dimensions: one
operational structure and one legal structure.
The operational structure aligns
accountability and authority regardless of
country borders and supports the process flow
with cross-country operations. During 2012
there were four business units and ten regions.
Group functions coordinate Ericsson’s
strategies, operations and resource allocation
and define the necessary directives, processes
and organization for the effective governance
of the Group.
The legal structure is the basis for legal
requirements and responsibility as well as for
tax and statutory reporting purposes. There are
more than 200 legal entities within the Ericsson
Group with representation (via legal entities,
branch and representative offices) in more than
140 countries.
Risk management
Ericsson’s risk management is integrated with
the business and its operational processes, and
is a part of the EGMS to ensure accountability,
effectiveness, efficiency, business continuity
and compliance with corporate governance,
legal and other requirements. The Board of
Directors is also actively engaged in the
Company’s risk management. Risks related to
set long-term objectives are discussed and
strategies are formally approved by the Board
as part of the annual strategy process. Risks
related to annual targets for the Company are
also reviewed by the Board and then monitored
continuously during the year. Certain
transactional risks require specific Board
approval, e.g. acquisitions, management
remuneration, borrowing or customer finance
in excess of pre-defined limits.
Strategic and tactical risks
Strategic risks constitute the highest risk to the
Company if not managed properly as they could
have a long-term impact. Ericsson therefore
reviews its long-term objectives, main strategies
and business scope on an annual basis and
continuously works on its tactics to reach these
objectives and to mitigate any risks identified.
In the annual strategy and target setting
process, objectives are set for the next three to
five years. Risks and opportunities are assessed
and strategies are developed to achieve the
objectives. The strategy process in the
Company is well established and involves
regions, business units and Group functions.
The strategy is finally summarized and
discussed in a yearly Global Leadership
Summit with approximately 250 leaders from
all parts of the business. By involving all parts
of the business in the process, potential risks
are identified early and mitigating actions can
be incorporated in the strategy and in the
annual target process following the finalization
of the strategy.
Technology development, industry and
Ericsson | Annual Report 2012
147
C
O
R
P
O
R
A
T
E
G
O
V
E
R
N
A
N
C
E
Corporate governance report
OUR BUSINESSRESULTSSHAREHOLDERSOTHER INFORMATION
corporate
governance
CORPORATE GOVERNANCE REPORT
2012 CONTINUED
market fundamentals and the development of
the economy are key components in the
evaluation of risks related to Ericsson’s long-
term objectives.
The outcome from the strategy process forms
the basis for the annual target process, which
involves regions, business units and Group
functions. Risks and opportunities linked to the
targets are identified as part of this process
together with actions to mitigate the identified
risks. Follow-up of targets, risks and mitigating
actions are reported and discussed continuously
in business unit and region steering groups and
are reviewed by the Board of Directors.
Ericsson continuously strives to improve its
risk management and believes that it is
important that the entire global organization
takes part in the risk management and strategy
work. Therefore, risk management was given a
stronger focus in 2012. During the year, an
enhanced risk management framework was
implemented and aligned with the Strategy and
Target setting process. Risks were identified
and analyzed in four categories: industry &
market risks, commercial risks, operational risks
and compliance risks. For more information on
risks related to Ericsson’s business, see the
chapter “Risk factors” in the Annual Report.
Operational and financial risks
Operational risks are owned and managed
by operational units. Risk management is
embedded in various process controls, such as
decision tollgates and approvals. Certain
cross-process risks are centrally coordinated,
such as information security, IT security,
corporate responsibility and business continuity
and insurable risks. Financial risk management
is governed by a Group policy and carried out
by the Treasury and Customer Finance
functions, both supervised by the Finance
Committee. The policy governs risk exposures
related to foreign exchange, liquidity/financing,
interest rates, credit risk and market price risk
in equity instruments. For further information
on financial risk management, see Notes to the
consolidated financial statements – Note C14,
“Trade receivables and customer finance”, Note
C19, “Interest-bearing liabilities” and Note C20,
“Financial risk management and financial
instruments” in the Annual Report.
Compliance risks
Ericsson has implemented Group policies and
directives in order to comply with applicable
laws and regulations, including a Code of
Business Ethics and a Code of Conduct. Risk
management is integrated in the Company’s
business processes. Policies and controls are
implemented to comply with financial reporting
standards and stock market regulations, such
as the US Sarbanes-Oxley Act.
Strategic, target setting and risk management cycle
The annual strategic, target
setting and risk management
cycle is part of Ericsson’s
strategy process, which is well
established within the Group
and involves regions, business
units and Group functions.
Board Target Approval
Review of one-year risks
Group Management Strategy directives
Quantitative and qualitative situation analysis
Target Setting
Related risk identification and
mitigation (12-month horizon)
Region &
Account Planning
Board Strategy Approval
Review of long-term risks
Q4
Nov
Oct
Sep
Dec
Jan
New Business
Development
Q1
Feb
Mar
Apr
Aug
Q3
Jul
Jun
May
Q2
Group Strategy Development
(five-year perspective)
Board quarterly risk monitoring
Business unit & Group
function strategy planning
Strategic risk identification and mitigation
Global Leadership Summit on Strategy
148
Ericsson | Annual Report 2012
Compliance officer
Ericsson has a Chief Compliance Officer (CCO)
whose responsibilities include providing support
for compliance with laws, regulations, internal
policies and directives, coordinating the different
strands of expertise within Ericsson. Attention
from senior-management level on compliance
matters is crucial, as is ensuring that this is
addressed from a cross-functional perspective.
Initially, the CCO’s primary focus has been to
further develop Ericsson’s Anti-corruption
Compliance Program. This is reviewed and
evaluated by the Audit Committee at least
annually.
Monitoring and audits
Company management monitors compliance
with policies, directives and processes through
internal self-assessment within all units. This is
complemented by internal and external audits.
External financial audits are performed by
PricewaterhouseCoopers, and ISO/
management system audits by Intertek. Internal
audits are performed by the company’s internal
audit function which reports to the Audit
Committee. Audits of suppliers are also
conducted in order to secure compliance with
Ericsson’s Code of Conduct, which is
mandatory for suppliers to the Ericsson Group.
Risk mitigation
Significant ongoing activities in order to mitigate
risks include:
> Establishing flexibility to cost-effectively
accommodate to fluctuations in customer
demand
> Conducting regular Supplier Code of
Conduct audits
> Continuous assessment and management
of CR risks
> Conducting business continuity management
in an efficient way
> Conducting corporate governance training
as needed
> Continuous monitoring of information
systems to guard against data breaches
> Reviewing top risks and mitigating actions
at various internal governance meetings.
Process to identify and manage strategic and tactical risks for regions, business units and Group functions
Leadership Team meeting and workshop
Preparations
Establish gross list
Prioritize risks
Assign responsibility
Manage risks
Compile input:
> Business unit plan, region
plan, functional strategy
including SWOT analysis
> Preparatory meetings/
workshop
Consider the four risk
categories:
> Industry and market risks
> Commercial risks
> Operational risks
> Compliance risks
Rank the risks based on
business impact and
probability
Document risk heat map in
relation with strategic
objectives (up to 5 years)
and with short-term targets
(1 year)
> Define management
response, accept, reduce,
eliminate
> Assign responsibility for
managing each top risk
> Develop mitigation actions
> Secure risk reviews in
business reports and
governance meetings
C
O
R
P
O
R
A
T
E
G
O
V
E
R
N
A
N
C
E
Example of risk heat
map document
Risk heat maps are generated
by business units, regions and
Group functions in four risk
categories:
>
> Commercial
> Operational
> Compliance
Industry and market
RISK HEAt MAP (template)
Time horizon 1–5 years
Management response:
Accept
Reduce
Eliminate
Industry & Market
Commercial
Operational
Compliance
2
3
4
5
1
)
h
g
H
i
,
i
m
u
d
e
M
,
w
o
L
(
y
t
i
l
i
b
a
t
i
f
o
r
P
Impact (Low, Medium, High)
Impact (Low, Medium, High)
Impact (Low, Medium, High)
Impact (Low, Medium, High)
Top five risks with mitigating actions
1
2
3
4
5
Corporate governance report
Ericsson | Annual Report 2012
149
OUR BUSINESSRESULTSSHAREHOLDERSOTHER INFORMATION
corporate
governance
Members of the executive
leadership team
4
10
6
1
8
3
14
2
5
12
7
9
11
13
1. Hans Vestberg
2. Jan Frykhammar
3. Magnus Mandersson
4. Johan Wibergh
5. Per Borgklint
6. Bina Chaurasia
7. Ulf Ewaldsson
8. Douglas L. Gilstrap
9. Nina Macpherson
10. Helena Norrman
11. Mats H. Olsson
12. Rima Qureshi
13. Angel Ruiz
14. Jan Wäreby
150
Ericsson | Annual Report 2012
Hans Vestberg
President and CEO (since 2010)
Born 1965.
Bachelor of Business Administration and Economics,
University of Uppsala, Sweden.
Board Chairman: ST-Ericsson and Svenska
Handbollförbundet.
Board member: Telefonaktiebolaget LM Ericsson and
Thernlunds AB.
Holdings in Ericsson 1): 149,382 Class B shares.
Background: Previously First Executive Vice President,
CFO and Head of Group Function Finance and Executive
Vice President and Head of Business Unit Global
Services. Various positions in the Group since 1988,
including Vice President and Head of Market Unit Mexico
and Head of Finance and Control in USA, Brazil and
Chile. International advisor to the Governor of
Guangdong, China and co-chairman of the Russian-
Swedish Business Council. Founding member of the
Broadband Commission for Digital Development, and
heading the Commission’s broadband and climate
change working group. Member of the European Cloud
Partnership Steering Board and the Leadership Council
of the United Nations Sustainable Development
Solutions Network.
Jan Frykhammar
Executive Vice President and Chief Financial Officer
and Head of Group Function Finance (since 2009)
Born 1965.
Bachelor of Business Administration and Economics,
University of Uppsala, Sweden.
Board member: ST-Ericsson and the Swedish
International Chamber of Commerce.
Holdings in Ericsson 1): 14,844 Class B shares.
Background: Previously Senior Vice President and Head
of Business Unit Global Services. Various positions
within Ericsson including Sales and Business Control in
Business Unit Global Services, CFO in North America
and Vice President, Finance and Commercial within the
Global Customer Account Vodafone.
Magnus Mandersson
Executive Vice President (since 2011) and Head of
Business Unit Global Services (since 2010)
Born 1959.
Bachelor of Business Administration, University of Lund,
Sweden.
Board member: None.
Holdings in Ericsson 1): 22,602 Class B shares.
Background: Previously Head of Business Unit CDMA,
Market Unit Northern Europe, Global Customer Account
Deutsche Telekom AG and Product Area Managed
Services. Has also been President and CEO of SEC/
Tele2 Europe and COO of Millicom International
Cellular S.A.
Johan Wibergh
Executive Vice President (since 2010) and Head
of Business Unit Networks (since 2008)
Born 1963.
Master of Computer Science, Linköping Institute
of Technology, Sweden.
Board member: ST-Ericsson, Confederation of Swedish
Enterprise, KTH Royal Institute of Technology and
Teknikföretagen.
Holdings in Ericsson 1): 40,448 Class B shares.
Background: President of Ericsson Brazil, President of
Market Unit Nordic and Baltics and Vice President and
Head of Sales at Business Unit Global Services.
Per Borgklint
Senior Vice President and Head of Business Unit
Support Solutions (since 2011)
Born 1972.
Master of Science in Business Administration, Jönköping
International Business School, Sweden.
Board member: None.
Holdings in Ericsson 1): None.
Background: Previously CEO of Net1 (Ice.net), Canal Plus
Nordic and Versatel. Has also held several leading
positions at Tele2.
Bina Chaurasia
Senior Vice President, Chief Human Resources Officer
and Head of Group Function Human Resources and
Organization (since 2010)
Born 1962.
Master of Science in Management and Human
Resources, Ohio State University, USA, and Master
of Arts in Philosophy, University of Wisconsin, USA.
Holdings in Ericsson 1): 19,144 Class B shares.
Background: Joined Ericsson from Hewlett Packard,
where she was Vice President of Global Talent
Management. Has held senior HR leadership roles
at Gap, Sun Microsystems and PepsiCo/Yum.
Ulf Ewaldsson
Senior Vice President, Chief Technology Officer and
Head of Group Function Technology (since February 1,
2012)
Born 1965.
Master of Science in Engineering and Business
Management, Linköping Institute of Technology,
Sweden.
Board member: None.
Holdings in Ericsson 1): 14,985 Class B shares.
Background: Previously Head of Product Area Radio
within Business Unit Networks. Has held various
managerial positions within Ericsson since 1990.
Douglas L. Gilstrap
Senior Vice President and Head of Group Function
Strategy (since 2009)
Born 1963.
Bachelor of Science in Accounting, University of
Richmond, USA, and Master of Business Administration,
Emory University, Atlanta, USA. Executive program at
INSEAD, France.
Board member: Telecom Management Forum (TMF).
Deputy board member: ST-Ericsson.
Holdings in Ericsson 1): 8,643 Class B shares.
Background: Has held various global managerial
positions within the telecommunications sector for more
than 15 years.
C
O
R
P
O
R
A
T
E
G
O
V
E
R
N
A
N
C
E
1) The number of shares reflects ownership as of December 31, 2012 and includes holdings by related natural and legal persons, as well as holdings of any ADS, if applicable.
Corporate governance report
Ericsson | Annual Report 2012
151
OUR BUSINESSRESULTSSHAREHOLDERSOTHER INFORMATION
corporate
governance
Members of the executive
leadership team CONTINUED
Nina Macpherson
Senior Vice President, General Counsel, Head of
Group Function Legal Affairs and secretary to the
Board of Directors (since 2011)
Born 1958.
Master of Laws, LL M, University of Stockholm, Sweden.
Board member: The Association for Swedish Listed
Companies.
Holdings in Ericsson 1): 7,857 Class B shares.
Background: Previously Vice President and Deputy Head
of Group Function Legal Affairs at Ericsson. Previous
positions also include private practice and in-house
attorney. Member of the Swedish Securities Council.
Rima Qureshi
Senior Vice President and Head of Business Unit
CDMA Mobile Systems (since 2010)
Born 1965.
Bachelor of Information Systems and Master of Business
Administration, McGill University, Montreal, Canada.
Board member: MasterCard Incorporated.
Holdings in Ericsson 1): 4,932 Class B shares.
Background: Also serves as Head of Ericsson
Response. Previously Vice President of Strategic
Improvement Program and Vice President Product Area
Customer Support. Has held various positions within
Ericsson since 1993.
Helena Norrman
Senior Vice President and Head of Group Function
Communications (since 2011)
Born 1970.
Master of International Business Administration,
Linköping University, Sweden.
Board member: None.
Holdings in Ericsson 1): 8,312 Class B shares.
Background: Previously Vice President, Communications
Operations at Group Function Communications at
Ericsson. Has held various positions within Ericsson’s
global communications organization since 1998.
Previous positions as communications consultant.
Angel Ruiz
Head of Region North America (since 2010)
Born 1956.
Bachelor of Electrical Engineering, University of Central
Florida, USA, and Master of Management Science and
Information Systems, Johns Hopkins University, USA.
Board member: CTIA.
Holdings in Ericsson 1): 38,546 Class B shares.
Background: Joined Ericsson in 1990 and has held a
variety of technical, sales and managerial positions within
the Company, including heading up the global account
teams for Cingular/SBC/BellSouth (now AT&T). Was
appointed President of Ericsson North America in 2001.
Mats H. Olsson
Head of Region North East Asia (since 2010)
Born 1954.
Master of Business Administration, Stockholm School of
Economics, Sweden.
Board member: None.
Holdings in Ericsson 1): 61,252 Class B shares.
Background: International economic advisor to a number
of Chinese provincial and municipal governments.
Previously Head of Market Unit Greater China. Appointed
President of Ericsson Greater China in 2004, with overall
responsibility for mainland China, Hong Kong, Macao
and Taiwan. Also assumed overall responsibility for
Japan and South Korea in 2010. Has held various
executive positions across Asia-Pacific over the last
25 years.
Jan Wäreby
Senior Vice President and Head of Sales and
Marketing (since 2011)
Born 1956.
Master of Science, Chalmers University, Gothenburg,
Sweden.
Board member: ST-Ericsson.
Holdings in Ericsson 1): 66,495 Class B shares.
Background: Senior Vice President and Head of
Business Unit Multimedia and Executive Vice President
and Head of Sales and Marketing for Sony Ericsson
Mobile Communications.
Up until January 31, 2012, Håkan Eriksson, former Senior
Vice President, Chief Technology Officer and Head of
Group Function Technology & Portfolio Management,
was a member of the Executive Leadership Team.
1) The number of shares reflects ownership as of December 31, 2012 and includes holdings by related natural and legal persons, as well as holdings of any ADS, if applicable.
152
Ericsson | Annual Report 2012
AUDITOR
According to the Articles of Association, the
Parent Company shall have no less than one
and no more than three registered public
accounting firms as external independent
auditor. Pursuant to the Swedish Companies
Act, the mandate period of an auditor shall be
one year, unless the Articles of Association
provide for a longer mandate period up to four
years. The auditor reports to the shareholders
at General Meetings.
to meet the requirement of SOX, the Company
has implemented detailed documented controls
and testing and reporting procedures based on
the internationally established COSO framework
for internal control. The COSO framework is
issued by the Committee of Sponsoring
Organizations of the Treadway Commission
(COSO).
Management’s internal control report
according to SOX will be included in Ericsson’s
Annual Report on Form 20-F and filed with the
SEC in the United States.
The duties of the auditor include the
During 2012, the Company has included
following:
> Updating the Board of Directors regarding
the planning, scope and content of the
annual audit
> Examining the interim and year-end financial
statements to assess accuracy and
completeness of the accounts and
adherence to accounting standards and
policies
> Advising the Board of Directors of non-audit
services performed, the consideration paid
and other issues that determine the auditor’s
independence.
For further information on the contacts between
the Board and the auditor, please see “Work of
the Board of Directors” earlier in this Corporate
Governance Report.
All Ericsson’s quarterly financial reports are
reviewed by the auditor.
Current auditor
PricewaterhouseCoopers AB was elected
auditor at the AGM 2012 for a period of one
year, i.e. until the close of the AGM 2013.
PricewaterhouseCoopers AB has appointed
Peter Nyllinge, Authorized Public Accountant,
to serve as auditor in charge.
Fees to the auditor
Ericsson paid the fees (including expenses)
for audit-related and other services listed in the
table in Notes to the consolidated financial
statements – Note C30, “Fees to auditors”
in the Annual Report.
INTERNAL CONTROL OVER
FINANCIAL REPORTING 2012
This section has been prepared in accordance
with the Annual Accounts Act and the Swedish
Corporate Governance Code and is limited to
internal control over financial reporting.
Since Ericsson is listed in the United States,
the requirements outlined in the Sarbanes-Oxley
Act (SOX) apply. These regulate the
establishment and maintenance of internal
controls over financial reporting as well as
management’s assessment of the effectiveness
of the controls.
In order to support high quality reporting and
operations of acquired entities as well as
continued to improve the design and execution
of its financial reporting controls.
Disclosure policies
Ericsson’s financial disclosure policies aim to
ensure transparent, relevant and consistent
communication with equity and debt investors
on a fair and equal basis. This will support a fair
market value for Ericsson securities. Ericsson
wants current and potential investors to have
a good understanding of how the Company
works, including operational performance,
prospects and potential risks.
To achieve these objectives, financial
reporting and disclosure must be:
> Transparent – enhancing understanding of
the economic drivers and operational
performance of the business, building trust
and credibility
> Consistent – comparable in scope and level
of detail to facilitate comparison between
reporting periods
> Simple – to support understanding of
business operations and performance and
to avoid misinterpretations
> Relevant – with focus on what is relevant
to Ericsson’s stakeholders or required by
regulation or listing agreements, to avoid
information overload
> Timely – with regular scheduled disclosures
as well as ad-hoc information, such as press
releases on important events, performed in a
timely manner
> Fair and equal – where all material information
is published via press releases to ensure that
the whole investor community receives the
information at the same time
> Complete, free from material errors and a
reflection of best practice – disclosure is
compliant with applicable financial reporting
standards and listing requirements and in line
with industry norms.
Ericsson’s website comprises comprehensive
information on the Group, including:
> An archive of annual and interim reports
> On-demand access to recent news
> Copies of presentations given by senior
management at industry conferences.
C
O
R
P
O
R
A
T
E
G
O
V
E
R
N
A
N
C
E
Corporate governance report
Ericsson | Annual Report 2012
153
OUR BUSINESSRESULTSSHAREHOLDERSOTHER INFORMATION
corporate
governance
CORPORATE GOVERNANCE REPORT
2012 CONTINUED
Disclosure controls and procedures
Ericsson has controls and procedures in place
to allow for timely information disclosure under
applicable laws and regulations, including the
US Securities Exchange Act of 1934, and under
agreements with NASDAQ OMX Stockholm and
NASDAQ New York. These procedures also
require that such information is provided to
management, including the CEO and CFO,
so timely decisions can be made regarding
required disclosure.
The Disclosure Committee comprises
members with various expertise. It assists
managers in fulfilling their responsibility
regarding disclosures made to the shareholders
and the investment community. One of the main
tasks of the committee is to monitor the integrity
and effectiveness of the disclosure controls and
procedures.
Ericsson has investments in certain entities
that the Company does not control or manage.
With respect to such entities, disclosure controls
and procedures are substantially more limited
than those maintained with respect to
subsidiaries.
During the year, Ericsson’s President and
CEO and the CFO evaluated the disclosure
controls and procedures and concluded that
they were effective at a reasonable assurance
level as at December 31, 2012.
Internal control over financial reporting
Ericsson has integrated risk management and
internal control into its business processes. As
defined in the COSO framework, internal control
is an aggregation of components such as a
control environment, risk assessment, control
activities, information and communication and
monitoring.
During the period covered by the Annual
Report 2012, there were no changes to the
internal control over financial reporting that have
materially affected, or are likely to materially
affect, the internal control over financial
reporting.
Control environment
The Company’s internal control structure is
based on the division of tasks between the
Board of Directors and its Committees and
the President and CEO. The Company has
implemented a management system that is
based on:
> Steering documents, such as policies,
directives and a Code of Business Ethics
> A strong corporate culture
> The Company’s organization and mode
of operations, with well-defined roles and
responsibilities and delegations of authority
> Several well-defined Group-wide processes
for planning, operations and support.
The most essential parts of the control
environment relative to financial reporting are
included in steering documents and processes
for accounting and financial reporting. These
steering documents are updated regularly to
include, among other things:
> Changes to laws
> Financial reporting standards and listing
requirements, such as IFRS and SOX.
The processes include specific controls to be
performed to ensure high quality financial
reports. The management of each reporting
legal entity, region and business unit is
supported by a financial controller function with
execution of controls related to transactions and
reporting. The financial controller functions are
organized in a number of Company Control
Hubs, each supporting a number of legal
entities within a geographical area. A financial
controller function is also established on Group
level, reporting to the CFO.
Risk assessment
Risks of material misstatements in financial
reporting may exist in relation to recognition and
measurement of assets, liabilities, revenue and
cost or insufficient disclosure. Other risks
related to financial reporting include fraud, loss
or embezzlement of assets and undue favorable
treatment of counterparties at the expense of
the Company.
Policies and directives regarding accounting
and financial reporting cover areas of particular
significance to support correct, complete and
timely accounting, reporting and disclosure.
Identified types of risks are mitigated through
well-defined business processes with integrated
risk management activities, segregation of
duties and appropriate delegation of authority.
This requires specific approval of material
transactions and ensures adequate asset
management.
Control activities
The Company’s business processes include
financial controls regarding the approval and
accounting of business transactions. The
154
Ericsson | Annual Report 2012
comments on financial performance and risks.
The Board of Directors receives financial reports
monthly. Ericsson has established a
whistleblower procedure for the reporting of
alleged violations that (i) are conducted by
Group or local management, and (ii) relate to
corruption, questionable accounting or auditing
matters or otherwise seriously affect vital
interests of the Group or personal health
and safety.
Monitoring
The Company’s process for financial reporting
is reviewed annually by the management. This
forms a basis for evaluating the internal
management system and internal steering
documents to ensure that they cover all
significant areas related to financial reporting.
The shared service center and company control
hub management continuously monitors
accounting quality through a set of performance
indicators. Compliance with policies and
directives is monitored through annual self-
assessments and representation letters from
heads and company controllers in all
subsidiaries as well as in business units and
regions.
The Company’s financial performance
is also reviewed at each Board meeting.
The Committees of the Board fulfill important
monitoring functions regarding remuneration,
borrowing, investments, customer finance, cash
management, financial reporting and internal
control. The Audit Committee and the Board of
Directors review all interim and annual financial
reports before they are released to the market.
The Company’s internal audit function reports
directly to the Audit Committee. The Audit
Committee also receives regular reports from
the external auditor. The Audit Committee
follows up on any actions taken to improve or
modify controls.
BOARD OF DIRECTORS
Stockholm, March 5, 2013
Telefonaktiebolaget LM Ericsson (publ)
Org. no. 556016–0680
C
O
R
P
O
R
A
T
E
G
O
V
E
R
N
A
N
C
E
financial closing and reporting process has
controls regarding recognition, measurement
and disclosure. These include the application
of critical accounting policies and estimates,
in individual subsidiaries as well as in the
consolidated accounts.
Regular analyses of the financial results for
each subsidiary, region and business unit cover
the significant elements of assets, liabilities,
revenues, costs and cash flow. Together with
further analysis of the consolidated financial
statements performed at Group level, these
procedures are designed to produce financial
reports without material errors.
For external financial reporting purposes,
the Disclosure Committee performs additional
control procedures to review whether the
disclosure requirements are fulfilled.
The Company has implemented controls
to ensure that financial reports are prepared
in accordance with its internal accounting and
reporting policies and IFRS as well as with
relevant listing regulations. It maintains detailed
documentation on internal controls related to
accounting and financial reporting. It also keeps
records on the monitoring of the execution and
results of such controls. This allows the
President and CEO and the CFO to assess the
effectiveness of the controls in a way that is
compliant with SOX.
Entity-wide controls, focusing on the control
environment and compliance with financial
reporting policies and directives, are
implemented in all subsidiaries. Detailed
process controls and documentation of controls
performed are also implemented in almost all
subsidiaries, covering the items with significant
materiality and risk.
In order to secure compliance, governance
and risk management in the areas of legal entity
accounting and taxation, as well as securing
funding and equity levels, the Company
operates through a Company Control hub
structure, covering subsidiaries in each
respective geographical area.
Based on a common IT platform, a common
chart of account and common master data,
the hubs and shared services centers perform
accounting and financial reporting services
for most subsidiaries.
Information and communication
The Company’s information and communication
channels support complete, correct and timely
financial reporting by making all relevant internal
process instructions and policies accessible to
all the employees concerned. Regular updates
and briefing documents regarding changes in
accounting policies, reporting and disclosure
requirements are also supplied.
Subsidiaries and operating units prepare
regular financial and management reports
for internal steering groups and Company
management. These include analysis and
Corporate governance report
Ericsson | Annual Report 2012
155
OUR BUSINESSRESULTSSHAREHOLDERSOTHER INFORMATION
corporate
governance
Auditor’s report on the
corporate governance report
To the Annual General Meeting of the shareholders in Telefonaktiebolaget
LM Ericsson (publ), corporate identity number 556016-0680.
It is the Board of Directors who is responsible
for the corporate governance report for the year
2012 and that it has been prepared in
accordance with the Annual Accounts Act.
We have read the corporate governance
report and based on that reading and our
knowledge of the company and the group we
believe that we have a sufficient basis for our
opinions. This means that our statutory
examination of the corporate governance report
is different and substantially less in scope than
an audit conducted in accordance with
International Standards on Auditing and
generally accepted auditing standards in
Sweden.
In our opinion, the corporate governance
report has been prepared and its statutory
content is consistent with the annual accounts
and the consolidated accounts.
Stockholm March 5, 2013
Peter Nyllinge
Authorized Public Accountant
PricewaterhouseCoopers AB
Auditor in Charge
Johan Engstam
Authorized Public Accountant
PricewaterhouseCoopers AB
156
Ericsson | Annual Report 2012
Mobile
broadband
is transforming
viewing habits
Mobile broadband connectivity is encouraging
new habits in video consumption, as people
now view on smartphones and tablets,
increasingly outside the home.
25%Approximately 25% of total smartphone traffic*
40%Approximately 40% of total tablet traffic*
* Numbers from measurements in a selected number of
commercial HSPA and LTE broadband networks in Asia,
Europe and the Americas.
Ericsson | Annual Report 2012
157
corporate
governance
REMUNERATION REPORT
INTRODUCTION
This report outlines how the remuneration policy is implemented
throughout Ericsson in line with corporate governance best
practice, with specific references to Group management.
The work of the Remuneration Committee in 2012 and the
remuneration policy are explained, at the beginning of the
report, followed by descriptions of plans and approaches.
More details of the remuneration of Group management
and Board members’ fees can be found in the Notes to the
Consolidated financial statements – Note C28, “Information
regarding members of the Board of Directors, the Group
management and employees”.
THE REMUNERATION COMMITTEE
The Remuneration Committee advises the Board of Directors on
an ongoing basis on the remuneration to the Executive
Leadership Team (ELT). This includes fixed salaries, pensions,
other benefits and short-term and long-term variable
remuneration, all in the context of pay and employment
conditions throughout Ericsson. The Remuneration Committee
reviews and prepares for resolution by the Board:
> Proposals on salary and other remuneration, including
retirement compensation, for the President and CEO
> Proposals on targets for the short-term variable remuneration
for the President and CEO
> Proposals to the Annual General Meeting on guidelines for
remuneration to the ELT
> Proposals to the Annual General Meeting on long-term variable
remuneration and similar equity arrangements
Remuneration policy
Remuneration at Ericsson is based on the principles
of performance, competitiveness and fairness. The
remuneration policy, together with the mix of remuneration
elements, is designed to reflect these principles by creating
a balanced remuneration package. The Guidelines for
remuneration to Group Management 2012 approved
by AGM can be found in note C28. The auditor’s report
regarding whether we have complied with the guidelines
for compensation to the ELT during 2012 is posted on the
Ericsson website.
158
Ericsson | Annual Report 2012
Contents
Introduction
The Remuneration Committee
Remuneration 2012
Total remuneration
158
158
159
159
The responsibility for the Remuneration Committee is also to:
> Approve proposals on salary and other remuneration,
including retirement compensation, for the Executive Vice
Presidents and other ELT.
> Approve proposals on targets for the short-term variable
remuneration for the Executive Vice Presidents and other ELT.
> Approve pay out of the short-term variable renumeration for
the ELT, based on achievements and performance.
The Remuneration Committee’s work is the foundation for the
governance of Ericsson’s remuneration processes together with
Ericsson’s internal systems and audit controls. The Committee
is chaired by Leif Johansson and its other members are Börje
Ekholm, Nancy McKinstry, and Karin Åberg. All the members are
non-executive directors, independent (except for the employee
representative) as required by the Swedish Corporate
Governance Code and have relevant knowledge and experience
of remuneration matters.
The Company’s General Counsel acts as secretary to the
Committee. The Chief Executive Officer, the Senior Vice
President, Head of Human Resources and Organization and the
Vice President, Head of Total Rewards attend the Remuneration
Committee meetings by invitation and assist the Committee in its
considerations, except when issues relating to their own
remuneration are being discussed.
The Remuneration Committee has appointed an independent
expert advisor, Piia Pilv, to assist and advise the Committee. The
independent advisor provided no other services to the Company
during 2012. The Remuneration Committee is also provided with
national and international pay data collected from external survey
providers and can call on other independent expertise, should it
so require. The Chairman continues to ensure that contact is
maintained, as necessary and appropriate, with principal
shareholders regarding remuneration.
The purpose and function of the Remuneration Committee
and its responsibilities can be found on the Ericsson website.
These responsibilities, together with the Guidelines for
remuneration to Group Management (ELT) and the Long-Term
Variable remuneration plan, are reviewed and evaluated annually
in light of matters such as changes to corporate governance best
practice or changes to accounting, legislation, political opinion or
business practices among peers. This helps to ensure that the
REMUNERATION REPORT
Summaries of 2012 short- and long-term variable remuneration
What we call it
What is it?
What is the objective?
Who participates?
How is it earned?
Short-term: Remuneration delivered over 12 months or less
Fixed salary
Fixed remuneration
paid at set times
Attract and retain employees,
delivering part of annual
remuneration in a predictable
format
All employees
Market appropriate levels set
according to position and evaluated
according to individual performance
Short-Term Variable
remuneration (STV)
A variable plan that is
measured and paid
over a single year
Align employees with clear and
relevant targets, providing an
earnings opportunity in return for
performance, and flexible cost
Enrolled employees,
including Executive
Leadership Team. Approx.
73,900 in 2012
Achievements against set targets.
Reward can increase to up to twice
the target level and decrease to zero,
depending on performance
Local and Sales Incentive
Plans
Tailored versions of the
STV
As for STV, tailored for local or
business requirements, such as
sales
Long-term: Remuneration delivered over 3 years or more
Stock Purchase Plan (SPP) All-employee
stock-based plan
Key Contributor Retention
Plan (KC)
Share-based plan for
selected individuals
Executive Performance
Stock Plan (EPSP)
Share-based plan for
senior executives
Reinforce a “One Ericsson”
mentality and align employees’
interests with those of shareholders
Recognize, retain and motivate key
contributors for performance,
critical skills and potential
Remuneration for long-term
commitment and value creation
Employees in sales.
Approx. 2,300 in 2012
Similar to STV. All plans have
maximum award and vesting limits
All employees are eligible
Up to 10% of employees
Buy one share and it will be matched
by one share after 3 years if still
employed
If selected, get one more matching
share in addition to the SPP one
Senior executives,
including Executive
Leadership Team
Get up to 4, 6 or, for CEO, 9 further
matching shares to the SPP one for
long-term performance
policy continues to provide Ericsson with a competitive
remuneration strategy.
The Guidelines for remuneration to Group Management are, in
accordance with Swedish law, brought to shareholders annually
for approval.
The Remuneration Committee met six times during the year
2012.
The winter meetings focused on following up on results from
the 2011 variable remuneration programs and preparing
proposals to shareholders for the 2012 Annual General Meeting
(AGM). During the spring the committee determined remuneration
to a new member of the ELT and revised the remuneration to
others. In the fall, the committee reviewed the Guidelines for
remuneration to Group Management and decided to continue the
Long-Term Variable remuneration plans without any material
changes and the Short-Term Variable remuneration plans with
an increased weighting on capital and margins for 2013. The
committee based its considerations on the business needs,
analyses and reviews of the global market trends and feedback
from shareholders and institutions. Supported by the
independent advisor, the Committee also reviewed the
competitiveness of the ELT remuneration in the global market.
The Remuneration Committee is of the opinion that the Long-
Term Variable remuneration plans fulfill the defined objectives to
promote “One Ericsson” and to align the interests of employees
with those of shareholders. The number of participants as of
December 1, 2012 was 27,000 employees, compared to 24,000
employees as of December 1, 2011. The evaluation also confirms
that the Key Contributor Retention Plan meets the purpose of
retaining our key employees. The voluntary attrition rate among
Key Contributors is about two-thirds compared to the attrition
rate in the total number of employees.
REMUNERATION 2012
To enhance the understanding of how Ericsson translates
remuneration principles and policy into practice, an internal
remuneration website was launched in January 2011. The site
contains e-learning and training programs targeted at line
managers. It supports more informed decisions and better
communication to the wider employee population. The next
step in this development is the planned implementation of an
Integrated HR IT tool. The first phase was launched to all
managers in Ericsson in November 2012 and include
performance management, talent planning, variable pay
and annual salary review.
C
O
R
P
O
R
A
T
E
G
O
V
E
R
N
A
N
C
E
TOTAL REMUNERATION
When considering the remuneration of an individual, it is
the total remuneration that matters. First, the total annual cash
compensation is defined, consisting of the target level of short-
term variable remuneration plus fixed salary. Thereafter, target
long-term variable remuneration may be added to get to the total
target remuneration and, finally, pension and other benefits may
be added to arrive at the total remuneration.
For the ELT, remuneration consists of fixed salary, short-term
and long-term variable remuneration, pension and other benefits.
If the size of any one of these elements is increased or decreased
when setting the remuneration, at least one other element has to
change if the competitive position is to remain unchanged.
The remuneration costs for the CEO and the ELT are reported
in Note C28.
Fixed salary
When setting fixed salaries, the Remuneration Committee
considers the impact on total remuneration, including pension
and associated costs. The absolute levels are determined by
the size and complexity of the position and the year-to-year
performance of the individual. Together with other elements of
remuneration, ELT salaries are subject to an annual review by the
Remuneration report
Ericsson | Annual Report 2012
159
OUR BUSINESSRESULTSSHAREHOLDERSOTHER INFORMATION
corporate
governance
REMUNERATION REPORT
CONTINUED
Remuneration Committee, which considers external pay data
to ensure that levels of pay remain competitive and appropriate
to the remuneration policy.
target levels throughout the performance year and has the
authority to revise them should they cease to be relevant or
stretching or to enhance shareholder value.
Variable remuneration
Ericsson strongly believes that, where possible, variable
compensation should be encouraged as an integral part of total
remuneration. First and foremost, this aligns employees with clear
and relevant targets, but it also enables more flexible payroll
costs and emphasizes the link between performance and pay.
All variable remuneration plans have maximum award and vesting
limits. Short-term variable remuneration is to a greater extent
dependent on the specific unit or function, while long-term
variable remuneration is dependent on the achievements
of the Ericsson Group.
Short-term variable remuneration
Annual variable remuneration is delivered through cash-based
programs. Specific business targets are derived from the annual
business plan approved by the Board of Directors and, in turn,
defined by the Company’s long-term strategy. Ericsson strives
to grow faster than the market with best-in-class margins and
strong cash conversion and therefore the starting point is to
have three core targets:
> Net sales growth
> Operating income
> Cash flow.
For the ELT, targets are thus predominantly financial at either
Group level (for Heads of Group functions) or at the individual
unit level (for Heads of regions or business units) and may also
include operational targets like customer satisfaction and
employee engagement.
The chart below illustrates how payouts to the ELT have
varied with performance over the past five years.
The Board of Directors and the Remuneration Committee
decide on all Ericsson Group targets, which are cascaded to
unit-related targets throughout the Company, always subject
to a two-level management approval process. The Remuneration
Committee monitors the appropriateness and fairness of Group
During 2012, approximately 76,200 employees participated
in short-term variable remuneration plans.
Long-term variable remuneration
Share-based long-term variable remuneration plans are
submitted each year for approval by shareholders at the AGM. All
long-term variable remuneration plans are designed to form part
of a well-balanced total remuneration package and to span over
a minimum of three years. As these are variable plans, outcomes
are unknown and rewards depend on long-term personal
investment, corporate performance and resulting share price
performance. During 2012, share-based remuneration was made
up of three different but linked plans: the all-employee Stock
Purchase Plan, the Key Contributor Retention Plan and the
Executive Performance Stock Plan.
The Stock Purchase Plan
The all-employee Stock Purchase Plan is designed to offer,
where practicable, an incentive for all employees to participate.
This reinforces “One Ericsson” aligned with shareholder interests.
Employees can save up to 7.5% of gross fixed salary (the
President and CEO can save up to 10% of gross fixed salary and
short-term variable remuneration) for purchase of Class B shares
at market price on NASDAQ OMX Stockholm or ADSs on
NASDAQ New York (contribution shares) over a twelve-month
period. If the contribution shares are retained by the employee
for three years after the investment and employment with the
Ericsson Group continues during that time, the employee’s
shares will be matched with a corresponding number of Class B
shares or ADSs, as applicable. The plan was introduced in 2002
and employees in 71 countries participated during its first year. In
December 2012, the number of participants was over 27,000, or
approximately 28% of eligible employees in 100 countries.
Participants save each month, beginning with the August
payroll, towards quarterly investments. These investments (in
November, February, May and August) are matched on the third
Short-term variable remuneration payouts
as percentage of opportunity
Fixed salary, short-term and long-term variable
remuneration as percentage of total target remuneration
%
2
.
0
8
%
4
.
4
6
%
8
.
6
5
%
4
.
9
4
%
4
.
9
4
%
0
.
9
4
%
6
.
0
4
%
9
.
9
3
%
1
.
0
3
100
80
60
40
20
0
%
0
.
5
2008 2009 2010 2011 2012
CEO
46.1%
18.4%
35.5%
CEO
Average ELT excl
CEO
Average
ELT excl
CEO
59.9%
22.1%
18.0%
0
20
40
60
80
100
Fixed salary 2012
Short-Term Variable
Target 2012
Long-Term Variable
at half of max 2012
160
Ericsson | Annual Report 2012
Short-term variable remuneration structure
Short-term variable remuneration
as percentage of fixed salary
Percentage of short-term variable
remuneration maximal opportunity
Target
level
40%
40%
36%
38%
Maximum
level
Actual paid
for 2012
Group financial
targets
Unit/functional
financial targets
Non-financial
targets
80%
80%
72%
76%
32%
–
37%
–
90%
100%
49%
50%
0%
0%
27%
24%
10%
0%
24%
26%
CEO 2012
CEO 2013
Average ELT 2012 1)
Average ELT 2013 1)
1) Excludes CEO – differences in target and maximum levels from year to year are due to changes in the composition of the ELT.
anniversary of each such investment and hence the matching
spans over two financial years and two tax years.
The Key Contributor Retention Plan
The Key Contributor Retention Plan is part of Ericsson’s talent
management strategy. It is designed to recognize individuals for
performance, critical skills and potential as well as to encourage
retention of key employees.
Under the program, operating units around the world can
nominate up to 10% of employees worldwide. Each unit
nominates individuals that have been identified according to
performance, critical skills and potential. The nominations are
calibrated in management teams locally and are reviewed by
both local and corporate Human Resources to ensure that there
is a minimum of bias and a strong belief in the system.
Participants selected obtain one extra matching share in
addition to the one matching share for each contribution share
purchased under the Stock Purchase Plan during a twelve-month
investment period. The plan was introduced in 2004.
The Executive Performance Stock Plan
The Executive Performance Stock Plan was first introduced in
2004. The plan is designed to focus management on driving
long-term financial performance and to provide market
competitive remuneration. Senior executives, including the ELT,
are selected to obtain up to four or six extra shares (performance
matching shares). This is in addition to the one matching share for
each contribution share purchased under the all-employee Stock
Purchase Plan. Performance matching is subject to the fulfillment
of performance targets. Since 2010, the President and CEO may
obtain up to nine performance matching shares in addition to the
Stock Purchase Plan matching share for each contribution share.
In the 2004 to 2010 plans, the performance targets were
Earnings Per Share (EPS) targets.
To support the long-term strategy and value creation of the
Company, new targets were defined for the 2011 plan. At the AGM
2012, the following targets for the 2012 Executive Performance
Stock Plan were resolved on proposal by the Board:
> Up to one-third of the award shall vest provided the compound
annual growth rate (CAGR) of consolidated net sales between
year 0 (2011 financial year) and year 3 (2014 financial year) is
between 2% and 8%.
> Up to one-third of the award shall vest provided the compound
annual growth rate (CAGR) of consolidated operating income
between year 0 (2011 financial year) and year 3 (2014 financial
year) is between 5% and 15%.
> Up to one-third of the award will be based on the cash
conversion during each of the years during the performance
period, calculated as cash flow from operating activities
divided by net income reconciled to cash. One-ninth of the
total award will vest for any year, i.e. financial years 2012, 2013
and 2014, if cash conversion is at or above 70%.
Before the number of performance shares to be matched are
finally determined, the Board of Directors shall examine whether
the performance matching is reasonable considering the
Company’s financial results and position, conditions on the stock
market and other circumstances, and if not, as determined by the
Board of Directors, reduce the number of performance shares to
be matched to the lower number of shares deemed appropriate
by the Board of Directors. When undertaking its evaluation of
performance outcomes the Board of Directors will consider, in
particular, the impact of larger acquisitions, divestitures, the
creation of joint ventures and any other significant capital event
on the three targets on a case by case basis.
Benefits and terms of employment
Pension benefits follow the competitive practice in the employee’s
home country and may contain various supplementary plans,
in addition to any national system for social security. Where
possible, pension plans are operated on a defined contribution
basis. Under these plans, Ericsson pays contributions into a
plan but does not guarantee the ultimate benefit, unless local
regulations or legislation prescribe that defined benefit plans
that do give such guarantees have to be offered.
For the President and CEO and other members of the ELT
employed in Sweden before 2011, a supplementary pension plan
is applied in addition to the occupational pension plan for salaried
staff on the Swedish labor market (ITP). The pension age for
these ELT members is normally 60 years.
The ELT members employed in Sweden from 2011 are
normally covered by the defined contribution plan under
the ITP1 scheme, with a pensionable age of 65 years.
For members of the ELT who are not employed in Sweden,
local market competitive pension arrangements apply.
Other benefits, such as company car and medical insurance,
are also set to be competitive in the local market. The ELT
members may not receive loans from the Company.
The ELT members locally employed in Sweden have a mutual
notice period of up to six months. Upon termination of
employment by the Company, severance pay can amount to
up to 18 months’ fixed salary. For other ELT members, different
notice period and severance pay agreements apply; however,
no agreement exceeds the notice period of six months or
the severance pay period of 18 months.
C
O
R
P
O
R
A
T
E
G
O
V
E
R
N
A
N
C
E
Remuneration report
Ericsson | Annual Report 2012
161
OUR BUSINESSRESULTSSHAREHOLDERSOTHER INFORMATION
Share
holders
SHARE INFORMATION
Stock exchange trading
The Ericsson Class A and Class B shares are listed on NASDAQ
OMX Stockholm. In the United States, the Class B shares are
listed on NASDAQ New York in the form of American Depositary
Shares (ADS) evidenced by American Depositary Receipts (ADR)
under the symbol ERIC. Each ADS represents one Class B share.
In 2012, approximately 2.4 (3.4) billion shares were traded on
NASDAQ OMX Stockholm and about 1.1 (1.6) billion shares were
traded on NASDAQ New York. A total of 3.5 (5) billion Ericsson
shares where thus traded on the exchanges were we are listed.
Trading volume in Ericsson shares decreased by approximately
27% on NASDAQ OMX Stockholm and by approximately 30%
on NASDAQ New York compared to 2011.
The Ericsson share is also traded on other venues such as
BATS Europe, Burgundy, Chi-X Europe.
The Ericsson share
Share listings
NASDAQ OMX Stockholm
NASDAQ New York
Share data
Total number of shares in issue
of which Class A shares, each carrying one vote 1)
of which Class B shares, each carrying one tenth of
one vote 1)
Ericsson treasury shares, Class B
Quotient value
Market capitalization, December 31, 2012
ICB (Industry Classification Benchmark)
Ticker codes
NASDAQ OMX Stockholm
NASDAQ New York
Bloomberg NASDAQ OMX Stockholm
Bloomberg NASDAQ
Reuters NASDAQ OMX Stockholm
Reuters NASDAQ
3,305,051,735
261,755,983
3,043,295,752
84,798,095
SEK 5.00
approx. SEK 215 b.
9500
ERIC A/ERIC B
ERIC
ERICA SS/ERICB SS
ERIC US
ERICa.ST/ERICb.ST
ERIC.O
1) Both classes of shares have the same rights of participation in the net assets and earnings.
Changes in number of shares and capital stock 2008–2012
2008
2008
2008
2009
2009
2010
2011
2012
2012
June 2, reverse split 1:5
July 23, new issue (Class C shares, later converted to Class B)
December 31
June 8, new issue (Class C shares, later converted to Class B)
December 31
December 31
December 31
June 29, new issue (Class C shares, later converted to Class B) 1)
December 31
Number of shares
Share capital
3,226,451,735
19,900,000
3,246,351,735
27,000,000
3,273,351,735
3,273,351,735
3,273,351,735
31,700,000
3,305,051,735
16,132,258,678
99,500,000
16,231,758,678
135,000,000
16,366,758,678
16,366,758,678
16,366,758,678
158,500,000
16,525,258,678
1) The Annual General Meeting (AGM) 2012 resolved to issue 31.7 million Class C shares for the Long-Term Variable Remuneration Program (LTV). In accordance with an authorization from the
AGM, in the second quarter 2012, the Board of Directors resolved to repurchase the new issued shares, which were subsequently converted into Class B shares. The quotient value of the
repurchased shares was SEK 5.00, totaling SEK 158.5 million, representing less than one percent of capital stock, and the acquisition cost was approximately SEK 158.7 million.
Share performance indicators
Earnings per share, diluted (SEK) 1)
Earnings per share, diluted non-IFRS (SEK) 2)
Operating income per share (SEK) 3) 4)
Cash flow from operating activities per share (SEK) 3)
Stockholders’ equity per share, basic, end of period (SEK) 5)
P/E ratio
Total shareholder return (%)
Dividend per share (SEK) 6)
2012
1.78
2.74
3.25
6.85
42.51
36
-3
2.75
2011
3.77
4.72
5.58
3.11
44.57
19
–7
2.50
2010
3.46
4.80
7.42
8.31
45.34
22
22
2.25
2009
1.14
2.87
5.80
7.67
43.79
57
15
2.00
2008
3.52
4.24
7.50
7.54
44.21
17
–20
1.85
1) Calculated on average number of shares outstanding, diluted.
2) EPS, diluted, excluding amortizations and write-downs of acquired intangible assets, SEK.
3) Calculated on average number of shares outstanding, basic.
4) For 2010, 2009 and 2008 excluding restructuring charges.
5) Calculated on number of shares, end of period.
6) For 2012 as proposed by the Board of Directors.
For definitions of the financial terms used, see Glossary, Financial Terminology and Exchange Rates.
162
Ericsson | Annual Report 2012
Share trend
In 2012, Ericsson’s total market capitalization decreased by about 7% to
SEK 215 billion, compared to a decrease by 10% reaching SEK 230 billion
in 2011. The OMX Stockholm Index on NASDAQ OMX Stockholm increased
by 12% and the NASDAQ composite index increased by 16%. The S&P 500
Index increased by 13%.
Share turnover and price trend, NASDAQ OMX Stockholm
Class A shares, SEK m
1,200
1,000
800
600
400
200
0
Jan-Dec, 2008
Jan-Dec, 2009
Jan-Dec, 2010
Jan-Dec, 2011
Jan-Dec, 2012
Class B shares, SEK m
60,000
50,000
40,000
30,000
20,000
10,000
0
Jan-Dec, 2008
Jan-Dec, 2009
Jan-Dec, 2010
Jan-Dec, 2011
Jan-Dec, 2012
90
75
60
45
30
15
0
90
75
60
45
30
15
0
Dividend per share
SEK
3.00
2.50
2.00
1.85
2.00
2.25
2.75
2.50
1.50
1.00
0.50
0
2008
2009
2010
2011
2012 1)
1) For 2012 as proposed by the Board of Directors.
Earnings per share, diluted
SEK
5
4.80
4.24
3.52
3.46
2.87
1.14
4
3
2
1
0
4.72
3.77
2.74
1.78
2008
2009
2010
2011
2012
Turnover, SEK million — Price, SEK — OMX Stockholm (indexed to share price)
Volumes reflect trading on NASDAQ OMX Stockholm only.
Source: Nasdaq OMX Stockholm
Earnings per share, diluted
Share turnover and price trend, US market
ADS, USD m
3,000
2,500
2,000
1,500
1,000
500
0
Jan-Dec, 2008
Jan-Dec, 2009
Jan-Dec, 2010
Jan-Dec, 2011
Jan-Dec, 2012
Earnings per share, diluted (non-IFRS) 1)
1) EPS, diluted, excl. amortizations and write-downs of acquired
intangible assets, SEK.
Stockholders’ equity per share, basic
SEK
44.21
43.79
45.34
44.57
42.51
50
40
30
20
10
0
15.0
12.5
10.0
7.5
5.0
2.5
0
Turnover, USD million — Price, USD
— S&P 500 (indexed to share price)
2008
2009
2010
2011
2012
Volumes reflect trading on NASDAQ OMX Stockholm only.
Source: Nasdaq New York
Shareholder information
Ericsson | Annual Report 2012
163
S
h
a
r
e
h
o
l
d
e
r
s
OUR BUSINESSCORPORATE GOVERNANCEResultsOTHER INFORMATION Share
holders
Share information
CONTINUED
Offer and listing details
Principal trading market – NASDAQ OMX Stockholm
– share prices
The table below states the high and low share prices for our
Class A and Class B shares as reported by NASDAQ OMX
Stockholm for the last five years. Trading on the exchange
generally continues until 5:30 p.m. (CET) each business day. In
addition to trading on the exchange, there is also trading off the
exchange and on alternative venues during trading hours and
also after 5:30 p.m. (CET).
NASDAQ OMX Stockholm publishes a daily Official Price List
of Shares which includes the volume of recorded transactions
in each listed stock, together with the prices of the highest
and lowest recorded trades of the day. The Official Price List
of Shares reflects price and volume information for trades
completed by the members. The equity securities listed on the
NASDAQ OMX Stockholm Official Price List of Shares currently
comprise the shares of 258 companies.
Host market NASDAQ New York – ADS prices
The table below states the high and low share prices quoted
for our ADSs on NASDAQ New York for the last five years. The
NASDAQ New York quotations represent prices between dealers,
not including retail mark-ups, markdowns or commissions, and
do not necessarily represent actual transactions.
Share prices on NASDAQ OMX Stockholm and NASDAQ New York
Share prices on NASDAQ OMX Stockholm
(SEK)
2012
2011
2010
2009
2008
Class A at last day of trading
Class A high
(January 3, 2012)
Class A low
(November 16, 2012)
Class B at last day of trading
Class B high
(January 3, 2012)
Class B low
(July 18, 2012)
Source: Nasdaq OMX Stockholm
63.90
69.55
74.00
65.00
59.30
72.00
93.60
88.40
78.80
83.60
55.55
65.10
59.05
70.40
65.20
78.15
55.40
65.90
40.60
58.80
71.90
96.65
90.45
79.60
83.70
55.90
61.70
65.90
55.50
40.60
Share prices on NASDAQ New York
(USD)
2012
2011
2010
2009
2008
ADS at last day of trading
ADS high (April 3, 2012)
ADS low (May 17, 2012)
10.10
10.60
8.23
10.13
15.44
8.83
11.53
12.39
9.40
9.19
10.92
6.60
7.81
14.00
5.49
Source: Nasdaq New York
NASDAQ OMX Stockholm
NASDAQ New York
SEK per Class A share
Low
High
SEK per Class B share USD per ADS 1)
High
Low
High
Period
Annual high and low
2008
2009
2010
2011
2012
Quarterly high and low
2011 First Quarter
2011 Second Quarter
2011 Third Quarter
2011 Fourth Quarter
2012 First Quarter
2012 Second Quarter
2012 Third Quarter
2012 Fourth Quarter
Monthly high and low
August 2012
September 2012
October 2012
November 2012
December 2012
January 2013
1) One ADS = 1 Class B share.
83.60
78.80
88.40
93.60
72.00
80.05
93.60
91.80
71.50
72.00
69.70
67.00
64.90
67.00
62.55
59.85
60.50
64.90
74.30
40.60
55.40
65.20
59.05
55.55
70.50
73.00
60.50
59.05
59.25
58.75
55.95
55.55
60.55
58.35
56.10
55.55
60.00
62.90
83.70
79.60
90.45
96.65
71.90
83.00
96.65
93.80
72.55
71.90
69.95
67.80
66.85
67.80
64.10
61.00
62.30
66.85
76.95
40.60
55.50
65.90
61.70
55.90
73.25
75.30
63.15
61.70
58.15
59.60
55.90
56.60
61.50
59.85
57.40
56.60
62.45
64.50
14.00
10.92
12.39
15.44
10.60
13.06
15.44
14.82
11.25
10.53
10.60
10.05
10.21
10.05
9.79
9.27
9.41
10.21
11.82
Low
5.49
6.60
9.40
8.83
8.23
10.99
12.06
9.33
8.83
8.58
8.23
8.23
8.31
9.14
8.91
8.57
8.31
9.40
9.78
Source: Nasdaq OMX Stockholm and Nasdaq New York
164
Ericsson | Annual Report 2012
Shareholders
As of December 31, 2012, the Parent Company had 551 719
shareholders registered at Euroclear Sweden AB (the Central
Securities Depository – CSD), of which 1 080 holders had a US
address. According to information provided by our depositary,
Citibank, there were 189,454,944 ADSs outstanding as of
December 31, 2012, and 4,500 registered holders of such ADSs.
A significant number of Ericsson ADSs are held by banks,
brokers and/or nominees for the accounts of their customers.
As of January 3, 2013, the total number of bank, broker and/or
nominee accounts holding Ericsson ADSs was 169,190.
According to information known at year-end 2012,
approximately 78% of our Class A and Class B shares were
owned by institutions, Swedish and international.
Our major shareholders do not have different voting rights
than other shareholders holding the same classes of shares.
As far as we know, the Company is not directly or indirectly
owned or controlled by another corporation, by any foreign
government or by any other natural or legal person(s) separately
or jointly.
Geographical ownership breakdown of share capital
including retail shareholders and treasury shares
Percent of capital
Sweden
United States
United Kingdom
Norway
Netherlands
Other countries
2012
2011
43.22%
45..51%
20.59%
21.40%
9.44%
3.70%
1.44%
8.92%
3.42%
1.07%
21.61%
19.68%
Source: Capital Precision
The table shows the total number of shares in the Parent Company
owned by the Executive Leadership Team and Board members (including
Deputy employee representatives) as a group as of December 31, 2012.
The Executive Leadership Team and Board members,
ownership
Number of
Class A
shares
Number of
Class B
shares
Voting
rights,
percent
The Executive Leadership Team
and Board members as a group
(31 persons)
0
559,450
0.01
For individual holdings, see Corporate Governance Report.
The following table shows share information, as of December 31, 2012, with respect to our 15 largest shareholders, ranked by voting
rights, as well as percentage of voting rights as of December 31, 2012, 2011 and 2010.
Largest shareholders, December 31, 2012 and percentage of voting rights, December 31, 2012, 2011 and 2010
Identity of person or group 1)
Investor AB
AB Industrivärden
Handelsbankens Pensionsstiftelse
Swedbank Robur Fonder AB
AFA Försäkring AB
Blackrock Fund Advisors
Norges Bank Investment Management
Skandia Liv
AMF Pensionsförsäkring AB
Aberdeen Asset Managers Ltd.
Dodge & Cox, Inc.
Pensionskassan SHB Försäkringsförening
Orbis Investment Management Ltd.
OppenheimerFunds, Inc.
Handelsbanken Fonder AB
Others
Total
1) Source: Capital Precision
Number
of Class A
shares
Of total
Class A shares,
percent
Number
of Class B
shares
Of total
Class B
shares,
percent
2012
Voting
rights, percent
2011
Voting
rights, percent
2010
Voting
rights, percent
115,018,707
84,708,520
21,057,443
1,505,751
11,423,000
0
0
6,263,167
0
0
0
6,381,570
0
0
261,500
15,136,325
261,755,983
43.94
32.36
8.04
0.58
4.36
0.00
0.00
2.39
0.00
0.00
0.00
2.44
0.00
0.00
0.10
5.78
100
59,284,545
0
0
138,107,152
9,151,631
77,802,606
77,226,311
11,414,818
71,108,980
65,706,158
64,443,081
0
62,271,048
62,070,708
58,019,980
2,286,688,734
3,043,295,752
1.95
0.00
0.00
4.54
0.30
2.56
2.54
0.38
2.34
2.16
2.12
0.00
2.05
2.04
1.91
75.14
100
21.37
14.96
3.72
2.71
2.18
1.37
1.36
1.31
1.26
1.16
1.14
1.13
1.10
1.10
1.07
43.07
100
21.48
14.34
4.20
2.79
2.31
1.46
1.24
1.36
1.34
1.05
0.96
1.39
0.35
1.20
0.96
43.57
100
S
h
a
r
e
h
o
l
d
e
r
s
19.33
13.80
3.52
2.73
0.45
1.44
0.89
2.98
1.34
1.01
1.43
2.07
0.06
1.29
1.05
46.61
100
Shareholder information
Ericsson | Annual Report 2012
165
OUR BUSINESSCORPORATE GOVERNANCEResultsOTHER INFORMATION
Empowering
business
The networked society is changing the whole
playing field of business. Digital innovations are
created, promoted and distributed from and to
anywhere in the connected world. The global
market allows niche firms to reach critical mass,
while lowering transaction costs. All the while,
technologically-enabled workforces can
contribute from any location, including on the
move. Ericsson is one of the few companies
that can offer end-to-end solutions for all major
mobile communication standards worldwide.
Our networks, telecom services and support
solutions make it easier for businesses across
the world to operate.
+80For every 1,000 additional broadband users,
approximately 80 new jobs are created*.
* According to a study made by Arthur D. Little,
commissioned by Ericsson
166
Ericsson | Annual Report 2012
Glossary
2G
The first digital generation of
mobile systems. Includes GSM,
TDMA, PDC and cdmaOne.
3G
3rd generation mobile system.
includes WCDMA/HSPA,
CDMA2000 and TD-SCDMA.
4G
See LTE.
All-IP
A single, common IP infrastructure
that can handle all network
services, including fixed and
mobile communications, for voice
and data services as well as video
services such as TV.
Backhaul
Transmission between radio base
stations and the core network.
BSS
Business support systems
CaGR
Compound Annual Growth Rate.
Capex
Capital expenditure.
CDMA
(Code Division Multiple Access)
A radio technology on which the
cdmaOne (2G) and CDMA2000
(3G) mobile communication
standards are both based.
CLOUD
When data and applications reside
in the network.
Edge
A mobile standard, developed as
an enhancement of GSM. Enables
the transmission of data at speeds
up to 250 kbps. (Evolved EDGE up
to 1 Mbps)
GDP
(Gross Domestic Product)
The total annual cost of all finished
goods and services produced
within a country.
GPON
(Gigabit Passive Optical
Network) Used for fiber-optic
communication to the
home (FTTH).
GSM
(Global System for Mobile
Communications) A first digital
generation mobile system.
HSPA
(High Speed Packet Access)
Enhancement of 3G/WCDMA that
enables mobile broadband.
ICT
Information and Communication
Technology.
IMS
(IP Multimedia Subsystem)
A standard for offering voice and
multimedia services over mobile
and fixed networks using internet
technology (IP).
IP
(Internet Protocol)
Defines how information travels
between network elements across
the internet.
Mobile broadband
Wireless high-speed internet
access using the HSPA, LTE and
CDMA2000EV-DO technologies.
OSS
Operations support systems
Penetration
The number of subscriptions
divided by the population in
a geographical area.
IPR
Intellectual Property Rights
PETAbyte
Million gigabytes.
IPTV
(IP Television)
A technology that delivers digital
television via fixed broadband
access.
JV
(Joint Venture)
A business enterprise in which two
or more companies enter
a partnership.
LTE
(Long-Term Evolution)
The next evolutionary step
of mobile technology beyond
HSPA, allowing data rates
above 100 Mbps.
Managed services
Management of operator
networks and/or hosting
of their services.
RAN
Radio Access Network.
TD-SCDMA
(Time Division Synchronous
Code Division Multiple Access),
an alternative to WCDMA used
in China.
WCDMA
(Wideband Code Division
Multiple Access)
A 3G mobile communication
standard. WCDMA builds on the
same core network infrastructure
as GSM.
xDSL
Digital Subscriber Line
technologies for broadband
multimedia communications in
fixed-line networks. Examples:
IP-DSL, ADSL and VDSL.
O
t
h
e
r
i
n
f
o
r
m
a
t
o
n
i
The terms “Ericsson”, “the Company”, “the Group”, “us”, “we”,
and “our” all refer to Telefonaktiebolaget LM Ericsson and its
subsidiaries.
Glossary
Ericsson | Annual Report 2012
167
OUR BUSINESSCORPORATE GOVERNANCEResultsShareholders
Other
information
Financial terminology
Capital employed
Total assets less non-interest-
bearing provisions and liabilities.
(which includes: provisions,
non-current; deferred tax liabilities;
other non-current liabilities;
provisions, current; trade
payables; other current liabilities).
Capital turnover
Net sales divided by average
capital employed.
Cash conversion
Cash flow from operating activities
divided by the sum of net income
and adjustments to reconcile net
income to cash, expressed as
percent.
Cash dividends per share
Dividends paid divided by average
number of shares, basic.
Compound annual growth
rate (CAGR)
The year-over-year growth rate
over a specified period of time.
Days sales outstanding
(DSO)
Trade receivables balance at
quarter end divided by net sales in
the quarter and multiplied by 90
days. If the amount of trade
receivables is larger than last
quarter’s sales, the excess
amount is divided by net sales in
the previous quarter and
multiplied by 90 days, and total
DSO are the 90 days of the most
current quarter plus the additional
days from the previous quarter.
Earnings per share (EPS)
Basic earnings per share: profit or
loss attributable to stockholders of
the Parent Company divided by
the weighted average number of
ordinary shares outstanding
during the period. Diluted earnings
per share: the weighted average
number of shares outstanding are
adjusted for the effects of all
dilutive potential ordinary shares.
EPS (non-IFRS)
EPS, diluted, excluding
amortizations and write-down of
acquired intangible assets and
including restructuring charges.
EBITA margin
Earnings before interest, taxes,
amortization and write-downs of
acquired intangibles (intellectual
property rights, trademarks and
other intangible assets, see Note
C10 “Intangible assets”) as a
percentage of net sales.
Equity ratio
Equity, expressed as a percentage
of total assets.
Gross cash
Cash and cash equivalents plus
short-term investments.
Inventory turnover days
(ITO-days)
365 divided by inventory turnover,
calculated as total cost of sales
divided by the average inventories
for the year (net of advances from
customers).
Net cash
Cash and cash equivalents plus
short-term investments less
interest-bearing liabilities (which
include: borrowings, non-current
and borrowings, current) and
post-employment benefits.
Return on equity
Net income attributable to
stockholders of the Parent
Company as a percentage of
average Stockholders’ equity
(based on the amounts at January
1 and December 31).
P/E ratio
The P/E ratio is calculated as the
price of a Class B share at last day
of trading divided by Earnings per
share, basic.
Stockholders’ equity per
share
Stockholders’ equity divided by
the number of shares outstanding
at end of period, basic.
Payable days
The average balance of trade
payables at the beginning and at
the end of the year divided by cost
of sales for the year, and multiplied
by 365 days.
Payment readiness
Cash and cash equivalents and
short-term investments less
short-term borrowings plus
long-term unused credit
commitments. Payment readiness
is also shown as a percentage of
net sales.
Return on capital employed
The total of Operating income plus
Financial income as a percentage
of average capital employed
(based on the amounts at January
1 and December 31).
Total shareholder return
(TSR)
The increase or decrease in Class
B share price during the period,
adjusted for dividends paid,
expressed as a percentage of the
share price at the start of the
period.
Trade receivables turnover
Net sales divided by average trade
receivables.
Value at risk (VaR)
A statistical method that
expresses the maximum potential
loss that can arise with a certain
degree of probability during a
certain period
of time.
Working capital
Current assets less current
non-interest-bearing provisions
and liabilities (which include:
provisions, current; trade payables;
other current liabilities).
Exchange rates
Exchange rates used in the consolidation
SEK/EUR
Average rate
Closing rate
SEK/USD
Average rate
Closing rate
January–December
2011
2012
8.70
8.58
6.73
6.51
9.02
8.92
6.48
6.90
168
Ericsson | Annual Report 2012
FOR PRINTED
PUBLICATIONS
A printed copy of the Annual Report
is provided on request.
Strömberg Distribution
SE-120 88 Stockholm, Sweden
Phone: +46 8 449 89 57
Email: ericsson@strd.se
IN THE UNITED STATES:
Ericsson’s Transfer Agent Citibank:
Citibank Shareholder Services
Registered holders:
+1 877 881 59 69
Interested investors:
+1 781 575 45 55
Email:
citibank@shareholders-online.com
www.citi.com/dr
Ordering a hard copy
of the Annual Report:
+1 888 301 2504
SHAREHOLDER
INFORMATION
Telefonaktiebolaget LM Ericsson’s shareholders
are invited to participate in the Annual General
Meeting to be held on Tuesday, April 9, 2013, at
3 p.m. at Kistamässan, Arne Beurlings Torg 5,
Kista, Stockholm, Sweden.
Registration and notice of attendance
Shareholders who wish to attend the Annual
General Meeting must:
> Be recorded in the share register kept by
Euroclear Sweden AB (the Swedish
Securities Registry) on Wednesday, April 3,
2013, and
> Give notice of attendance to the Company
at the latest on Wednesday, April 3, 2013.
Notice of attendance can be given by
telephone: +46 8 402 90 54 on weekdays
between 10 a.m. and 4 p.m., or on Ericsson’s
website: www.ericsson.com.
Notice of attendance may also be given
in writing to:
Telefonaktiebolaget LM Ericsson
General Meeting of Shareholders
Box 7835, SE-103 98 Stockholm, Sweden
When giving notice of attendance, please state
name, date of birth, address, telephone number
and number of assistants, if any.
The meeting will be conducted in Swedish
and simultaneously interpreted into English.
Shares registered in the name of a nominee
In addition to giving notice of attendance,
shareholders having their shares registered
in the name of a nominee, must request the
nominee to temporarily enter the shareholder
into the share register as per Wednesday, April
3, 2013, in order to be entitled to attend the
meeting. The shareholders should inform the
nominee to that effect well before that day.
Proxy
Shareholders represented by proxy shall issue
and submit to the Company a power of attorney
for the representative. A power of attorney
issued by a legal entity must be accompanied
by a copy of the entity’s certificate of
registration, or if no such certificate exist, a
corresponding document of authority. Such
documents must not be older than one year
unless the power of attorney explicitly provides
that it is valid for a longer period, up to a
maximum of five years. In order to facilitate the
registration at the Annual General Meeting, the
power of attorney in original, certificates of
registration and other documents of authority
should be sent to the Company in advance to
the address above for receipt by Monday, April
8, 2013. Forms of power of attorney in Swedish
and English are available on Ericsson’s website:
www.ericsson.com/investors.
Dividend
The Board of Directors has decided to propose
the Annual General Meeting to resolve on a
dividend of SEK 2.75 per share for the year 2012
and that Friday, April 12, 2013 will be the record
date for dividend.
Financial information from Ericsson
Interim reports 2013:
> Q1, April 24, 2013
> Q2, July 18, 2013
> Q3, October 24, 2013
> Q4, January 30, 2014
Annual Report 2013:
March, 2014
2012 Form 20-F for the US market:
March-April 2013
WHERE YOU CAN FIND OUT MORE
Information about Ericsson and
its development is available on
our website:
www.ericsson.com
Annual and interim reports and
other relevant shareholder
information can be found at:
www.ericsson.com/investors
Ericsson headquarters
Torshamnsgatan 23
Kista, Stockholm, Sweden
Registered office
Telefonaktiebolaget LM Ericsson
SE–164 83 Stockholm, Sweden
Investor relations
For questions on the Company,
please contact Investor Relations:
Telephone: +46 10 719 00 00
Email: investor.relations@
ericsson.com
Ericsson Annual
Report 2012:
Project Management:
Ericsson Investor Relations
Design and production:
Addison and Paues Media
Group Management, Board of Directors
and front cover photography:
Per Myrehed AB
Reprographics and Printing:
Kaigan AB 2013
Shareholder information
Ericsson | Annual Report 2012
169
O
t
h
e
r
i
n
f
o
r
m
a
t
o
n
i
OUR BUSINESSCORPORATE GOVERNANCEResultsShareholders
B
r
i
n
g
i
n
g
t
h
e
n
e
t
w
o
r
k
e
d
s
o
c
i
e
t
y
t
o
l
i
f
e
E
R
I
C
S
S
O
N
A
N
N
U
A
L
R
E
P
O
R
T
2
0
1
2
Telefonaktiebolaget LM Ericsson
SE-164 83 Stockholm, Sweden
Telephone +46 10 719 0000
www.ericsson.com
Printed on UPM Sol Matt och Munken Lynx – chlorine free
paper that meets international environmental standards
EN/LZT 138 0973 R1A
ISSN 1100-8962
© Telefonaktiebolaget LM Ericsson 2013