Nokia in 2014
At Nokia, we’re excited by where technology will lead us.
We’re reimagining a world where technology blends
into our lives. Technology that works for us, discreetly
yet magically in the background, enriching our lives.
But for some, this new technology world, where
everything and everybody are connected, can be
challenging. Fear of intrusion, technology that seems
hard to understand or control, and the complexity
of choice, can be overwhelming.
That’s why our focus is, and has always been, on people.
We work together, with our partners, customers, and
across our businesses, to create human technology
that helps people thrive. Effortless, simple, and intuitive
technology, designed to enable new and extraordinary
experiences in people’s lives each day.
We see the possibilities of technology.
The human possibilities.
Read more online:
company.nokia.com
The year 2014 was one of fundamental
change for Nokia, a new chapter in our storied
history, which stretches back to the founding
of a small paper mill in southern Finland in
1865. Following the sale of substantially all of
our Devices & Services business to Microsoft
(the “Sale of the D&S Business”), which was
completed on April 25, 2014, Nokia emerged
with three businesses—Nokia Networks, HERE
and Nokia Technologies—and a significantly
improved financial footing.
Nokia Networks provides trusted mobile
connectivity infrastructure and services;
HERE is our mapping and location intelligence
business; and Nokia Technologies is our
engine for future innovation and licensing.
These three businesses are leaders in their
respective fields, key participants in the
rapidly evolving world of technology which is
as much about connecting things as about
connecting people. We expect to see more
than 50 billion connected things—devices,
modules and sensors—by year 2025. The
opportunity is extraordinary—not just for us,
but for the world at large.
We have a powerful role to play in this
increasingly connected world. We see
ourselves as an enabler, opening and creating
possibilities for our customers, partners and
consumers. Modern-day Nokia’s focus is,
and always has been, on connecting people.
Thus, we aim to expand the human
possibilities of technology.
Contents
Overview
Nokia at a glance
2014—A year of reinvention
Key data
Business overview
Letter from the President and CEO
Our place in a changing world
Nokia’s strategy
Operational governance
and leadership
Nokia Networks
HERE
Nokia Technologies
Discontinued operations
Principal industry trends
affecting operations
02
02
04
06
08
08
10
12
14
16
26
32
38
40
Board review
Results of operations
Results of segments
Liquidity and capital resources
Main events in 2014
Board of Directors and management
Sustainability and corporate
responsibility at Nokia
Employees
Shares and share capital
Dividend
Nokia’s outlook
Risk factors
Corporate governance
Corporate governance statement
Members of the Board
of Directors
Members of the Nokia Group
Leadership Team
Compensation
44
47
54
64
66
70
72
73
74
74
75
76
78
80
86
89
92
NOKIA IN 2014
106
108
110
112
114
121
122
124
General facts on Nokia
History of Nokia
Memorandum and Articles
of Association
Selected financial data
Shares and shareholders
Key ratios
Financial statements
Consolidated financial statements
Notes to consolidated
financial statements
130
Parent Company Financial statements 186
Notes to Parent Company Financial
statements
190
Signing of the Annual Accounts 2014
and proposal by the Board of
Directors for distribution of profit 203
204
205
Auditor’s report
Auditor fees and services
Other information
Forward-looking statements
Glossary of terms
Investor information
Contact information
206
207
209
212
212
01
Nokia at a glance
Our three businesses are leaders in their respective
fields, key participants in the rapidly evolving world
of technology which is as much about connecting
things as about connecting people.
Our focus
We are focused on three businesses:
network infrastructure software, hardware
and services, which we offer through Nokia
Networks; mapping and location intelligence,
which we provide through HERE; and advanced
technology development and licensing,
which we pursue through Nokia Technologies.
Each of these businesses is a leader in its
respective field.
Through our three businesses, we have
a global presence with operations and
research and development (“R&D”) facilities
in Europe, North America and Asia, sales in
approximately 140 countries, and we employ
approximately 62 000 people. We are also
a major investor in R&D, with expenditure
through the three businesses amounting
to more than EUR 2.5 billion in 2014.
Net sales 2014 by business
Net sales 2014 by region
3
2
A
B
1
6
5
4
1
2
3
1 Nokia Networks
€11 198m (-1%)
A Mobile Broadband €6 039m (+13%)
B Global Services
€5 105m (-11%)
2 HERE
€970m (+6%)
3 Nokia Technologies €578m (+9%)
Year-on-year change is in parentheses.
1 Europe
€3 886m (-1%)
2 Middle East & Africa €1 100m (-6%)
3 Greater China
4 Asia-Pacific
5 North America
6 Latin America
€1 410m (+17%)
€3 364m (-2%)
€1 919m (+16%)
€1 053m (-20%)
140+
Sales in over 140 countries in 2014
61 656
Employees at December 31, 2014
(2013: 55 244)
02
NOKIA IN 2014
Nokia Networks
HERE
Nokia Networks is the largest of our
businesses. As the world’s mobile broadband
specialist, we help our customers to bring
their subscribers unrivalled quality of
experience, to maximize the value of their
subscriber base and to run extremely efficient
mobile networks.
Ranked third in terms of market share in
mobile radio networks and telecommunications
services, Nokia Networks is a significant player
in its chosen markets and, with sales in over
120 countries, served by approximately
54 600 employees, it has the global reach
and scale to deliver high-quality solutions
to the largest operators.
Nokia Networks has more than 100 years
of experience in telecommunications,
from 2G to 3G to 4G (“LTE”) and now the
emerging 5G, and it has always been—and
intends to remain—at the cutting edge of
mobile technology.
HERE is a global leader in the mapping and
location intelligence business. HERE builds
high-definition (“HD”) maps and combines
them with cloud technology to enable rich,
real-time location experiences in a broad
range of connected devices from
smartphones and tablets to wearables
and vehicles.
In the automotive segment HERE is a clear
leader, with its maps powering four out of five
in-car navigation systems in North America
and Europe, and its location platform is used
by leading internet companies.
All in all, more than 13 million cars were sold
with HERE maps on board during 2014. HERE
offers maps for more than 190 countries,
drive navigation for 118 countries and live
traffic information for 44 countries.
Nokia Technologies
Nokia Technologies is a leading innovator
of the core technologies enabling the
Programmable World, where everything
and everyone will be connected. Nokia
Technologies is expanding Nokia’s successful
patent licensing program and licensing
proprietary technologies to enable its
customers to build better products.
Nokia Technologies is also helping customers
leverage the value of the Nokia brand in the
consumer device space, starting with the
Nokia N1 Android™ tablet(2).
Finally, the Nokia Technologies incubation
program focuses on developing new ideas
and prototypes. All of these activities are
supported by its world-class Nokia Labs R&D
team, which is continuing more than two
decades of Nokia leadership in multimedia,
connectivity, sensing and material
technologies as well as imaging, audio,
web and cloud technologies.
€11 198m
Net sales 2014 (2013: €11 282m)
€970m
Net sales 2014 (2013: €914m)
€1 210m
Operating profit 2014 (2013: €420m)
€(32)m
Operating loss(1) 2014 (2013: €(154)m)
€1 786m
R&D expenses 2014
(2013: €1 822m)
€545m
R&D expenses 2014
(2013: €648m)
€578m
Net sales 2014 (2013: €529m)
€343m
Operating profit 2014 (2013: €310m)
€161m
R&D expenses 2014
(2013: €147m)
(1) Excludes a goodwill impairment charge of €1 209m
which resulted in an operating loss of €1 241m in 2014.
Derived from our financial statements which were prepared in accordance with International Financial Reporting Standards, IFRS.
(2) Android is a trademark of Google Inc.
NOKIA IN 2014
03
Overview 2014—A year of reinvention
May
May 12 and May 15, 2014
Nokia’s credit rating was
upgraded by both Moody’s
and Standard & Poor’s,
respectively, supporting
Nokia’s long-term target
of re-establishing its
investment grade
credit rating.
May 28, 2014
HERE completed the
acquisition of Desti, which
helps travelers find what
they are looking for by
using artificial intelligence
and natural language
processing technology.
June
June 17, 2014
Nokia’s Annual General
Meeting resolved to
distribute an ordinary
dividend of EUR 0.11 per
share for the fiscal year
2013 and a special
dividend of EUR 0.26 per
share. The Annual General
Meeting also selected a
new Board of Directors
for a term ending at
the close of the Annual
General Meeting in 2015.
Risto Siilasmaa continued
to serve as the Chairman
of the Board of Directors.
March
March 24, 2014
Nokia Networks completed
the acquisition of Mesaplexx
Pty Ltd., including its
compact, high-performance
radio frequency filter
technology which can be
used to reduce the size
of a radio base station.
April
April 25, 2014
Nokia completed the sale
of substantially all of its
Devices & Services
business to Microsoft.
The transaction, which also
included an agreement to
license patents to Microsoft,
was originally announced
on September 3, 2013.
April 29, 2014
■ The Nokia Board of
Directors appointed
Rajeev Suri as the
President and Chief
Executive Officer
(“President and CEO”)
of Nokia Corporation
and announced the
appointment of the
Nokia Group Leadership
Team effective as of
May 1, 2014.
■ Nokia announced its new
strategy that builds on its
three businesses: Nokia
Networks, HERE and
Nokia Technologies.
■ Nokia announced plans
for a EUR 5 billion capital
structure optimization
program focused on
recommencing dividend
payments, distributing
excess capital to
shareholders, and
reducing interest-
bearing debt.
April 25, 2014
Nokia completed the sale of
substantially all of its Devices &
Services business to Microsoft.
The transaction, which also
included an agreement to license
patents to Microsoft, was originally
announced on September 3, 2013.
04
NOKIA IN 2014
NOKIA IN 2014
September
September 22, 2014
Nokia returned to the
Euro STOXX 50 Index.
October
October 23, 2014
Nokia announced the
appointment of Sean
Fernback as President of
HERE, Nokia’s mapping
and location intelligence
business, and as a member
of the Nokia Group
Leadership Team.
November
November 14, 2014
Nokia held its Capital
Markets Day event in
London, the United
Kingdom, where the
company shared its
updated vision, strategic
priorities and long-term
financial targets.
November 18, 2014
Nokia announced the launch
of the Nokia N1, the first
Nokia-branded Android
tablet and its first
brand-licensed consumer
device following the sale
of substantially all of the
Devices & Services
business. Nokia’s original
equipment manufacturer
partner started sales in Q1
2015 in China, with other
markets to follow.
August
August 22, 2014
Nokia Networks completed
the acquisition of SAC
Wireless, a premier
self-performing provider of
infrastructure and network
deployment solutions. The
acquisition builds upon
Nokia Networks’ existing
network implementation
service capabilities and is
expected to increase its
market share in this space.
July
July 2, 2014
HERE completed the
acquisition of Medio
Systems Inc., a pioneer
in the emerging field of
real-time predictive
analytics. Through the
acquisition, HERE will be
able to more quickly deliver
on its vision to create maps
and location services across
screens and operating
systems that change
according to the situation.
July 3, 2014
Nokia Networks acquired a
broad solution for advanced
geolocation capabilities
from NICE Systems to
enhance the planning
and optimization of
mobile networks.
July 24, 2014
Nokia announced the
appointment of Ramzi
Haidamus as President of
Nokia Technologies and as
a member of the Nokia
Group Leadership Team.
July 31, 2014
Nokia Networks announced
its intention to acquire part
of the wireless networks
business of Panasonic
System Networks Company
Limited, enhancing Nokia
Networks’ existing mobile
broadband capabilities. The
transaction was completed
on January 1, 2015.
April 29, 2014
Rajeev Suri was appointed the
President and CEO of Nokia
Corporation, the Nokia Group
Leadership Team was appointed,
and Nokia’s new strategy and a
EUR 5bn capital structure optimization
program were announced.
NOKIA IN 2014
NOKIA IN 2014
05
Overview Key data
The following table sets forth
the summary financial and
non-financial information for
the years ended December 31,
2014 and 2013 for Nokia’s
Continuing operations. This
data has been derived from
our consolidated financial
statements, which are
included in this annual report.
For the year ended December 31
Net sales—constant currency
Net sales
Nokia Networks
HERE
Nokia Technologies
Gross margin
Impairment of goodwill
Operating profit
Nokia Networks
HERE
Nokia Technologies
Group Common Functions
Operating margin
Financial income/(expenses), net
Income tax benefit/(expense)
Profit
Earnings per share (“EPS”), EUR diluted
Average number of employees
Nokia Networks
HERE
Nokia Technologies and Group Common Functions
Total
Net sales by region
Europe
Middle East & Africa
Greater China
Asia-Pacific
North America
Latin America
2014
EURm
12 732
11 198
970
578
44.3%
(1 209)
170
1 210
(1 241)
343
(142)
1.3%
(395)
1 408
1 171
0.30
50 680
6 067
819
57 566
3 886
1 100
1 410
3 364
1 919
1 053
2013
EURm
12 709
11 282
914
529
42.1%
–
519
420
(154)
310
(57)
Change
3%
0%
(1)%
6%
9%
220bps
–
(67)%
188%
–
11%
149%
4.1% (280)bps
41%
(280)
–
(202)
–
41
–
0.05
52 564
5 897
872
59 333
3 940
1 169
1 201
3 428
1 656
1 315
(4)%
3%
(6)%
(3)%
(1)%
(6)%
17%
(2)%
16%
(20)%
Organizational structure and
reportable segments
We have three businesses and four operating
and reportable segments for financial
reporting purposes. These operating and
reportable segments are Mobile Broadband
and Global Services within Nokia Networks,
HERE, and Nokia Technologies.
Group Common Functions consist of
Group level functions that support our
three businesses.
As a result of the Sale of the D&S Business,
we report certain separate information for
Discontinued operations.
Beginning in the third quarter 2013, Nokia
has reported financial information for the
two operating and reportable segments
within Nokia Networks: Mobile Broadband
and Global Services. As of the fourth quarter
2013, the Devices & Services business
has been reported under Discontinued
operations. To reflect these changes,
historical results for past periods have
been regrouped for comparative purposes.
For the breakdown of our net sales and
other operating results by category of
activity and geographical location, refer
to “Board review—Results of operations”
and Note 2, Segment information, of our
consolidated financial statements included
in this annual report.
Continuing operations
Our three businesses: Nokia Networks,
HERE, and Nokia Technologies (jointly,
“Continuing operations”) are presented
from page 16 onwards.
06
NOKIA IN 2014
Net sales (€m)
Net sales 2014
1
5
4
0
0
1
2
7
0
9
4.1
1
2
7
3
2
1.3
(5.3)
2012
2013
2014
Net sales
Operating margin(%)
€12.7bn
Operating profit 2014
€170m
Diluted EPS 2014
€0.30
Net cash at December 31, 2014
€5bn
Net cash (€m)
Diluted EPS (€)
5
0
2
3
964
4
3
6
0
(815)
2
3
0
9
(335)
.
0
3
0
.
0
0
5
.
(
0
2
1
)
2012
2013
2014
2012
2013
2014
Net cash
Free cash flow
NOKIA IN 2014
07
Overview
Letter from the President and CEO
€0.30
Diluted EPS for Continuing operations in 2014
€1.8bn
Returned to shareholders in 2014
€5bn
Net cash at December 31, 2014
The year 2014 was a
remarkable turning point
for Nokia—käännekohta,
as the Finns would say, in
the fullest sense of the term.
We moved from a position of weakness to
one of strength; from losses to profits; from
cash burn to cash generation; from rapidly
narrowing options to a world where our future
is bright and our challenge is not the lack of
exciting opportunities, but rather choosing
from among them.
In the first half of 2014, completing the sale
of substantially all of our Devices & Services
business to Microsoft was the primary focus,
and this was done in April. In an ideal world,
the Devices & Services business would have
had a different fate, but we lost ground to
other players who disrupted the sector. Given
this, we chose to sell the Devices & Services
business to Microsoft, a transaction that
made particular sense in light of our earlier
acquisition of Siemens’ share of what was
then Nokia Siemens Networks.
These two transactions were central to
the creation of the strong Nokia of today,
a company with three powerful businesses,
each a leader in their respective segments.
Nokia Networks holds leading positions in
most segments where it competes, including
4G; HERE is by far the strongest player in
mapping services for the automotive industry;
and Nokia Technologies continues to build
and license one of the strongest and broadest
patent portfolios in our industries.
Our full-year financial results are a testament
to the potential of the new Nokia. For 2014,
our diluted EPS grew sixfold versus 2013 to
0.30 euro cents; net sales of EUR 12.7 billion
were roughly flat and our net cash position
of EUR 5.0 billion remained very healthy
despite returning some EUR 1.8 billion to
shareholders. Momentum gathered in the
second half of the year in particular, with all
three businesses returning to growth.
Profitability was strong at Nokia Networks
despite the heavy R&D investments necessary
to build a product and services portfolio that
now may very well be the most competitive in
the history of the company. The power of that
portfolio is reflected in the deals we won in
2014 with customers such as Bharti Airtel,
China Mobile, T-Mobile and Vodafone. Our
relentless focus on efficiency delivered
hundreds of millions of euros in savings, some
of which we reinvested in future-oriented
innovation as we move to capture
opportunities in LTE, our unique small cells
offering and the transition to virtualization
and the Telco Cloud.
08
NOKIA IN 2014
HERE returned to growth in the second half of
the year. In October, we announced we would
refocus the business’ strategy on automotive,
where momentum is excellent; on enterprise,
which is small but growing fast; and on
location content for mobile device vendors
and internet players. As part of that shift,
we deprioritized monetizing our
direct-to-consumer business, but will still
deploy apps and other consumer offerings
to support our priority areas. In fact, HERE’s
Android app has been downloaded extensively
and reviews have been very positive. We are
also improving HERE’s operational efficiency,
drawing on best practices from across
the company.
Nokia Technologies took steps to monetize
its remarkable patent portfolio, closing new
licensing deals in 2014 with both existing
and new customers, many of which are from
outside the mobile industry. These deals
included the settlement with HTC in February
2014 and the closing of a license agreement
with Microsoft in April 2014. We also launched
our first brand-licensed product, the Nokia N1
Android tablet. In 2014, we accelerated
investments in Nokia Technologies to
ensure we have the pipeline of innovation
and business infrastructure needed for
future success.
Just as important as what we delivered in the
year is how we are positioned for the future.
We refreshed the strategies for each of our
three businesses; put in place the Nokia
Business System to help optimize our
investments, manage performance and
develop our talent and future leaders; and
honed our portfolio management approach
to allocate resources based on their value
creation potential. With these actions,
I believe that we are well positioned for
future value creation.
“...what I am most
proud of is our work
to redefine the
company’s values and
outline the position
to which we aspire.”
While I am pleased with the above
achievements, what I am most proud of is
our work to redefine the company’s values
and outline the position to which we aspire.
Let me start with our values: respect,
achievement, renewal and challenge.
These four simple words feel natural to who
we are at Nokia, and can inspire us for the
future. They can provide a foundation for
making decisions in the absence of perfect
information, and as a guide for behavior,
for decision-making, for action. Employees
have responded to the values with
enthusiasm, and already they are part of the
“glue” that brings the new Nokia together.
Then, our position in the world. As we look to
the future, our three businesses are focused
on a technological shift that we believe will be
as profound as the creation of the internet
itself. We are entering a hyper-connected
world where almost all people and tens of
billions of devices are all linked together in
extraordinary ways; ways that can unleash
human potential and well-being like never
before. That is why, at Nokia, we are focused
on the human possibilities of technology; on
technology grounded in real human needs
that is truly in the service of people.
In 2015, Nokia will celebrate its 150-year
anniversary, a longevity that few other
companies can match. It is also the 150th
anniversary of the birth of Finland’s national
composer, Jean Sibelius, who once said:
“Never write an unnecessary note. Every note
must live.” That fits well with our belief at
Nokia. Our ambitions are big and we are
committed to building on the warmth and
passion that continue to live on for our brand
and our company. But we are tempered
by pragmatism and a belief in getting the
maximum benefit for our shareholders
from every euro that we spend.
That is our challenge as a company, and my
challenge as its President and Chief Executive
Officer. It was a great honor to be appointed
Nokia President and CEO in 2014 after an
almost 20-year career with the company. My
commitment to all of you is to do everything
that I can to lead Nokia to future success in
the right way: with humility, a commitment to
high ethical standards, and a deep belief in the
power of our values and the diversity of the
world in which we live.
Rajeev Suri
President and CEO
Nokia’s 150-year
anniversary
As we celebrate Nokia’s
150th anniversary,
our path has been
one of adapting to
shifts in markets and
technologies. It has
taken us from one
paper mill, through
participation in many
sectors, to our strategic
decision to focus on
telecommunications. This
heritage of change and
innovation will continue
to shape our future.
Read more
on page 108
NOKIA IN 2014
09
Business overview Our place in a changing world
We invest in technologies important in a world
where billions of devices are connected, with
the vision to expand the human possibilities
of technology.
“We believe that over
the next ten years,
billions of connected
devices will converge
into intelligent and
programmable
systems that will
have the potential
to improve lives in a
vast number of areas.”
The world is on the edge of a tipping point in
technology; a tipping point that will have an
impact as profound as the creation of the
internet itself.
Today, most humans are connected. Now,
we are quickly entering a totally new phase;
a phase that is all about connecting things
in addition to people.
By 2025, we believe there will be more than
50 billion connected things in the form of
devices, modules and sensors. In time, all
these connected things will come together in
extraordinary ways. Software will be the glue,
analytics and intelligence will bring meaning,
and automated action will bring simplicity
and efficiency.
The human benefits have the potential to
be extraordinary:
■ significantly fewer fatalities and injuries as
well as sharply reduced emissions through
intelligent cars and, ultimately, fully
autonomous driving;
■ better use of scarce resources through
precision agriculture and improved water
management;
■ more effective health-care as technology
enables increased, flexible opportunities
for patients to engage with clinicians, take
steps to prevent conditions from becoming
acute, and better self-manage their care;
■ new levels of business efficiency from
pharmaceuticals, power distribution,
fleet management and beyond; and
■ more leisure time as technology automates
the many little things which consume time
and effort in our daily lives.
Long-term leadership targeted
in three key areas
We believe that over the next ten years,
billions of connected devices will converge
into intelligent and programmable systems
that will have the potential to improve
lives in a vast number of areas including
transportation and resource consumption,
learning and work, health and wellness,
and many more.
We believe we have a powerful role to play
in this increasingly connected world. We see
ourselves as a technology leader, opening
and creating possibilities for our customers,
partners and consumers. Modern-day Nokia’s
focus is, and always has been, on connecting
people. Thus, we aim to expand the human
possibilities of technology. The opportunities
are significant not just for us, but for the world
at large.
This new world of technology will require:
■ connectivity capable of handling massive
numbers of devices and exponential
increases in data traffic;
■ location services that seamlessly bridge
between the real and virtual worlds; and
■ innovation across a number of technology
areas including sensing, radio and
low-power operation.
Nokia’s vision is to be a leader over the long
term in these three areas.
10
NOKIA IN 2014
The human benefits
of connecting things
More leisure time
as technology automates
the many little things
which consume time
and effort in our
daily lives.
We believe that we have a strong financial
position and the capacity to continue to
make the necessary investments to remain
an innovation leader in the industries in
which our three businesses operate.
The Sale of the D&S Business in 2014 has
provided us with a solid basis for future
investment as it also significantly
strengthened our financial position, thus
supporting our target of re-establishing
our investment grade credit rating.
In this annual report, we describe the Nokia
business as it is today, including our three
continuing businesses, but also provide,
under “Business overview—discontinued
operations,” information about the Devices
& Services business, which was part of the
Nokia Group until its sale on April 25, 2014.
This new world of technology
will require:
Connectivity
capable of handling massive numbers
of devices and exponential increases
in data traffic;
Location
services
that seamlessly bridge between
the real and virtual worlds; and
Innovation
across a number of technology
areas including sensing, radio and
low-power operation.
NOKIA IN 2014
11
Business overview
Nokia’s strategy
Our strategy is to develop our three businesses,
Nokia Networks, HERE and Nokia Technologies, in
order to realize our vision of becoming a technology
leader in the Programmable World and, in turn,
to create long-term shareholder value.
Our aim, which builds on our three
businesses, is to optimize our business
structure to enable each one to efficiently
meet its strategic goals. Where financially
prudent, we will pursue shared opportunities
between our businesses, but not at the
expense of focus and discipline in each.
We target long-term shareholder value
creation by focusing on our three
business areas:
Nokia Networks
Our Nokia Networks business will continue
to invest in innovative products and services
needed by our customers to manage the
increase in wireless data traffic, which we
expect will grow by approximately 40%
annually through to 2025. Our future
investments are focused on further
strengthening our position in mobile
broadband radio networks through
investments in 5G, small cells and radio
cloud; becoming the leading network
implementation vendor and growing
professional services; becoming a domain
aggregator in Telco Cloud and expanding
our business through Software Defined
Networking (“SDN”) and security solutions;
and targeting new opportunities in Internet
of Things and data analytics.
90+
Of the world’s 100 largest operators
are served by Nokia Networks
13 million
Cars sold with HERE maps on board in 2014
12
NOKIA IN 2014
HERE
Our HERE business will continue to invest in
our location cloud with the aim of making it
the leading source of location intelligence and
the best experience across many different
operating systems, platforms and screens.
We aim to increase our focus on our leading
automotive technology business and our
small, but fast-growing, enterprise operations.
We will remain connected to the innovation
of the consumer ecosystem through work
with mobile device vendors such as Samsung
and internet players such as Microsoft.
Given our focus in these areas, we
have de-prioritized our efforts in the
direct-to-consumer field. We also aim to
strengthen the operational effectiveness
of HERE to ensure we obtain maximum
return on our significant R&D investments
and improve long-term profitability.
Nokia Technologies
Our Nokia Technologies business aims to
bolster the further development of our
industry-leading innovation portfolio by:
■ expanding our successful patent
licensing program;
■ helping other companies and organizations
benefit from our innovations through
technology licensing;
■ leveraging the power of the Nokia brand
and the interest of companies in licensing it,
beginning with the launch of the Nokia N1
Android tablet; and
■ product and service incubation, where
we will prudently invest in new technologies
for use in potential future products
and services.
Nokia Security Center
Nokia Networks opened
the Nokia Security Center
in Berlin, Germany, in
December 2014—a hub
of expertise focused
on strengthening
telecommunications
security. The center
provides a platform for
co-operating with mobile
network operators,
partners, governments
and academic institutes
to develop and share
security know-how
and expertise.
NOKIA IN 2014
13
Business overview
Operational governance
and leadership
Nokia has a simple and clear
operational governance model,
designed to facilitate innovation
and growth.
Strong leadership team
Nokia has a strong and experienced leadership
team that brings diverse experience from
telecommunications and technology, finance,
sales and operations and many other areas.
Most have been essential to the recent
transformation of Nokia and the turnaround
of Nokia Networks business, and all have been
proven at Nokia or in prior leadership roles.
The Group Leadership Team is responsible
for the operative management of the
company. Other key executives include
those responsible for Nokia Networks’
sales organization and reportable segments,
as well as other Group executives.
Members of the Nokia Group Leadership Team
Rajeev Suri
b. 1967
President and
Chief Executive
Officer of Nokia
Corporation
Timo Ihamuotila
b. 1966
Executive Vice
President and
Group Chief
Financial Officer
With more than 25 years of international
experience, Rajeev is a leader with a passion
for creating value, generating growth, and
delivering technologies that have a positive
impact on people’s lives. He joined Nokia in
1995 and has held numerous executive roles
in the company. As CEO of what is now Nokia’s
Networks business, Rajeev led a complete
turnaround of the company’s performance,
resulting in a significant increase in shareholder
value. Rajeev lives in Helsinki, Finland.
Timo has deep roots in Nokia, holding various
international roles in the company since 1993,
and he also had a three-year banking stint
outside the company during the late 1990s.
Timo’s responsibilities in Nokia have ranged
from sales to business unit leadership, and
from risk management to treasury and
corporate finance. He is a firm believer in a
corporate culture based on strong values
and vision.
Sean Fernback
b. 1963
President, HERE
Ramzi Haidamus
b. 1964
President, Nokia
Technologies
For the full biographies of the Group
Leadership Team, see pages 90 and 91
Samih Elhage
b. 1961
Executive Vice
President and
Chief Financial
and Operating
Officer of Nokia
Networks
Samih has 25 years of experience in the
telecommunications industry, with a
successful track record in transforming
complex businesses by creating new operating
models, translating into stronger financial
performance and sustainable value creation.
He joined NSN in 2012 as Chief Operating
Officer, in 2013 adding the role of Chief
Financial Officer to his responsibilities.
Samih serves on both the Nokia Group
Leadership Team and the Nokia Networks
Leadership Team.
Since training as an engineer 25 years ago,
Sean has combined his entrepreneurial spirit
with his passion for technology. He joined
HERE in early 2014, leading the team
responsible for smartphone app development
and providing location services to the likes
of Amazon, Microsoft and Samsung. He
became President in November 2014. Before
joining HERE, Sean held senior positions at
TomTom, TV Compass, Boardbug and Pogo,
among others.
Ramzi is a technology-licensing expert with
proven business skills and a strong innovation
background. As president of Nokia
Technologies, he is continuing Nokia’s
decades-long track record of R&D leadership
and pioneering spirit. Before joining Nokia,
he spent 17 years helping Dolby Laboratories
grow into a world-class licensing company.
14
NOKIA IN 2014
Nokia Networks Business Leaders
Ashish
Chowdhary
b. 1965
Executive Vice
President and
Chief Business
Officer, Nokia
Networks
Ashish has nearly 25 years of international
experience in the enterprise and telecom
sectors and has a track record of delivering
consistently strong results. Ashish has led
various regional and global organizations
before starting his present assignment in
January 2011 as Head of Customer
Operations in Asia, Middle East and Africa
market. He has been a member of the
Nokia Networks leadership team since 2009.
Other Group Executives
Igor Leprince
b. 1971
Executive Vice
President, Global
Services, Nokia
Networks
Marc Rouanne
b. 1963
Executive Vice
President, Mobile
Broadband, Nokia
Networks
Igor has over 18 years of experience in the
telecommunications industry. He began his
current role in 2014 after turning the Middle
East & Africa region to profitable growth and
heading the Care and Network Planning &
Optimization business lines. Prior to joining
the company in 2007, Igor held various
management roles for telecom operators
and services companies in several countries.
Marc has over 20 years of international
management experience in the
telecommunications industry. Since joining
Nokia in 2008, he has turned the company
into a leader in LTE and a significant global
software developer. Marc has extensive
experience in executive leadership bringing
advanced mobile technologies to mass market.
Hans-Jürgen Bill
b. 1960
Executive Vice
President,
Human Resources
Barry French
b. 1963
Executive Vice
President, Marketing
and Corporate Affairs
Maria Varsellona
b. 1970
Executive Vice
President and
Chief Legal
Officer
Hans-Jürgen has 20 years of experience in the
telecommunications industry. Prior to NSN, he
held a range of diverse roles at Siemens, which
he joined in 1983. When NSN was formed in
2007, Hans-Jürgen became Head of West
South Europe region. He assumed the role of
Head of Human Resources for NSN in 2009.
Barry joined Nokia in 2006 and was
instrumental in the creation and later
turnaround of Nokia’s Networks business.
Previous experience includes leadership
positions in technology, restructuring and
politics. He is a resident of London but
is present regularly at the company’s
headquarters in Finland.
Maria joined NSN in 2013 from Tetra Pak,
where she was the Group General Counsel.
Previously, Maria held senior legal positions in
GE Oil & Gas for many years. As an admitted
lawyer in Italy and England, Maria started
her career in private practice, and she also
lectured international contract law at the
University of Florence, Italy.
Our values
At Nokia, we want to be proud of what
we achieve, but also how we achieve it.
Our values guide the way we do business:
Respect
means how we treat each other; it is
something we work hard to earn from
those around us.
Achievement
is about working together to deliver
superior results, to bring great products
and services to our customers, and to win
in the marketplace.
Renewal
covers how we develop ourselves, how we
grow our business, and how we strive to
create the compelling new products and
services that disrupt the market.
Challenge
means we will never be complacent,
always pushing for better performance,
and perpetually questioning the status quo
inside the company and out.
With the right behaviors, these four simple
values can push us to do the right things in
the right way. We can challenge and do so
with respect; we can drive for near-term
achievement and renew at the same time.
Doing so is not always easy, but it can be
done—and those people who do so become
great leaders, those companies that do so
become great companies.
NOKIA IN 2014
15
Business overview Technology that
thinks ahead
16
NOKIA IN 2014
Adaptive Nokia Centralized RAN
Major sporting events
and concerts attract
thousands of fans,
many of them using
smartphones to
record and share
their experiences
over social networks.
At the packed Hartwall
Arena in Helsinki,
Nokia’s Centralized RAN
solution delivered data
uploads significantly
faster than using
traditional radio
solutions available
in the market, while
cutting smartphone
power consumption
by one third.
2.5 times
faster
Data uploads
NOKIA IN 2014
17
AdaptiveBusiness overview Nokia Networks
■ Over 90 of the world’s largest
100 mobile operators served
■ Nokia Networks’ customers have
almost five billion subscriptions
■ Supplier to 15 of the world’s
top 20 LTE operators
■ An early leader in virtualization
and cloud technologies—trials
and pre-commercial live projects
with over 60 customers by the
end of 2014
■ 550 million subscribers in over
100 operator networks and
close to one billion network
elements managed by its
Global Delivery Centers
■ 54 586 employees at
December 31, 2014
The development of ways for machines to
communicate, interpret data and act—all without
human intervention —enables people to address
some of our biggest global challenges.
From caring for aging populations
to providing clean water and safe
energy to reducing greenhouse gas,
the opportunities opened by
the Programmable World are
seemingly endless.
Nokia Networks will play a leading part
in developing that world. It will provide
the networks that carry data traffic from
machine to machine to people and it
will provide companies and individuals
with the intelligence to interpret and
use that data.
Through its two segments —Mobile
Broadband and Global Services—it is
the trusted partner of operators that,
between them, have close to five billion
subscribers. Nokia Networks is at the
leading edge of technology. At the end
of 2014 it had 162 LTE customers and
an installed base of 200 WCDMA/HSPA
customers and 300 GSM customers.
Serving 170 customers, Nokia Networks’
Customer Experience Management
(“CEM”) offerings are well established and
it provides Operations Support Systems
to the world’s top ten operators.
Its Global Services teams have so far
delivered 400 multi-vendor projects;
they put a new site on air every 100
seconds and manage networks serving
550 million subscribers. Nokia Networks
takes its customers’ investments
seriously and its highly efficient Global
Delivery Centers now manage close
to one billion network elements.
A world of opportunities also contains
threats. Nokia Networks’ focus on
security aims to protect the connected
world from security breaches and,
as a company, it pays great attention
to keeping its employees, suppliers
and partners safe.
For the future, Nokia Networks will
expand its reach, while defending its
strong position in its existing markets.
As the realms of telecommunications
and IT converge, it will continue to
support, consult and serve its customers
and to help them develop the human
possibilities of technology.
Nokia Networks
Mobile Broadband
Global Services
1
3
7
7
9
30.3
(5.8)
1
1
2
8
2
1
1
1
9
8
36.6
38.7
10.8
3.7
6
0
4
3
5
3
4
7
6
0
3
9
11.3
8.1
7.9
5
7
5
3
12.0
5
1
0
5
12.8
6
9
2
9
4.8
2012
2013
2014
2012
2013
2014
2012
2013
2014
Net sales (€m)
Gross margin (%)
Operating margin (%)
18
Net sales (€m)
Operating margin (%)
Net sales (€m)
Operating margin (%)
NOKIA IN 2014
“Demand for Nokia
Networks’ portfolio is
driven by the rapidly
growing requirement
for greater bandwidth
and capacity in mobile
networks globally.”
More than 600 customers globally with a
total of almost five billion subscriptions use
Nokia Networks’ equipment and services,
among them most of the world’s largest
mobile operators, including Bharti Airtel,
China Mobile, Deutsche Telekom, NTT
DoCoMo, SoftBank, Sprint, Telefónica,
Verizon and Vodafone.
Nokia Networks was formerly known as the
NSN business, which began operations as
Nokia Siemens Networks on April 1, 2007,
following a merger of the networks business
of Nokia and the carrier-related operations
of Siemens AG for fixed and mobile networks.
Since August 7, 2013, the business has been
wholly owned by the Nokia Corporation and
is now operating under the Nokia brand.
Nokia Networks’ net sales totaled
EUR 11.2 billion, and total assets equaled
EUR 12.8 billion for 2014.
Market overview
Through its broad portfolio of products and
services, Nokia Networks addresses a market
described as “mobile infrastructure and
related services”. Demand for Nokia Networks’
portfolio is driven by the rapidly growing
requirement for greater bandwidth and
capacity in mobile networks globally.
Bandwidth requirements are rapidly
expanding as data-rich websites, applications
and video usage become more common.
In addition, the use of devices optimized
for rich content, including smartphones
and tablets, is on the increase.
Business overview
Nokia Networks’ portfolio ranges from the
hardware components of networks used
by mobile operators, such as base stations,
to software solutions that support mobile
networks, such as the core software that
underpins the operations of an operator.
Additionally, Nokia Networks provides the
services to plan, implement, run and upgrade
operators’ networks.
Nokia Networks is estimated to be the
third-largest company in its target market
of mobile infrastructure and related services.
Nokia Networks has a strong position in all
generations of radio network technologies
(2G, 3G and 4G) and the underlying core
networks software. In 3G, Nokia Networks
serves more operators than any of its rivals,
with more than one billion subscribers
connected through its 3G networks. In LTE,
Nokia Networks had 162 commercial contracts
at the end of 2014, and it is a key LTE radio
supplier to 15 of the world’s top 20 operators.
Nokia Networks is also estimated to be the
world’s third largest telecommunications
services vendor by revenue, managing 550
million subscribers in more than 100 operator
networks and close to one billion network
elements through its Global Delivery Centers.
Mobile consumers and businesses expect
an increase in technological capability with
little (if any) increase in price. As a result,
Nokia Networks’ overall market for mobile
broadband and related services is expected
to be flattish in the next few years. Nokia
Networks is investing in new market
opportunities such as small cells, Telco Cloud,
data analytics, security and Internet of Things.
These will support Nokia Networks’ current
and new customers as they themselves
look for new sources of revenue from the
so-called quad-play (fixed and mobile access,
internet and television) and seek efficiency
improvements from the ongoing transition
to cloud computing.
Internet of Things
will impact networks
Nokia is demonstrating
two emerging mobile
technologies, 5G and
LTE-M, that will help to
make networks not only
faster but more reliable,
resilient and energy-efficient.
NOKIA IN 2014
19
Business overview Nokia Networks continued
Strategy
Nokia Networks’ industry is characterized
by rapid technological development, and we
see the following as the key trends within
the industry.
■ The transition of network functionalities
to the cloud is likely to enable faster
deployment of networks and reduction
of costs, and help Nokia Networks’
customers provide a better experience
to their own customers.
■ The number of connected devices is likely
to increase significantly by 2025. We
forecast that there will be over seven billion
connected people and more importantly
over 50 billion connected things in the
world by 2025. We expect analytics to play
a pivotal role in bringing meaning and value
to this programmable world.
■ We expect the exponential growth in mobile
data traffic to continue. We forecast that
global mobile data traffic will grow by
40% annually through 2025. Each mobile
broadband user will use multiple gigabytes
of data daily. Carrier aggregation technology
will be key in enabling the massive traffic
in ultra-dense LTE networks.
■ High performance, quality and reliability
in networks are likely to become even
more important. As networks carry ever
more data traffic, their high performance
will be critical, in addition to their quality
and reliability.
■ Automation of services is likely to increase
across every stage of network lifecycle for
high service quality and efficiency.
■ Partnering in the complex ecosystem is
likely to become increasingly important.
With the complexity of networks increasing,
partnering and cooperation between
vendors will be required in the merging
telecommunications and IT industries.
Nokia Networks, to respond to these trends
and capitalize on its strengths, has four focus
areas in its strategy:
1. Accelerating leadership in radio
Nokia Networks will remain focused on the
radio business, aiming to grow its market
share further in LTE and LTE-Advanced and
to gain leadership in 5G, small cells and radio
cloud, while maintaining its overall market
position. Nokia Networks is constantly
developing its portfolio to offer all the
technology elements in a base station site,
whether through its own products or
partnering, including items such as antennas,
backhaul and fronthaul. Nokia Networks will
also offer integrated small cells and Wi-Fi
technologies to handle the large proportion
of mobile data traffic that is generated by
users indoors. Another example of how
Nokia Networks is developing its portfolio is
the use of its LTE capabilities to target new
market areas, such as LTE-based public
safety solutions.
2. Growing professional services
Nokia Networks aims to grow its services
business overall to become the leading
network implementation vendor with the
highest quality and to become the best in
the care business. Nokia Networks is also
taking steps to increase its proportion of
professional services revenue: by growing
areas such as network planning and
optimization for heterogeneous networks;
leveraging its 3D geo-location capabilities;
and growing its systems integration business
with carrier-grade services to enable Telco
Cloud, Internet of Things, analytics and
security. Additionally, Nokia Networks aims
to grow its managed services business
through a portfolio in predictive operations,
smart learning and software as a service.
Automation and remote delivery will continue
to be emphasized as part of an efficient
service delivery model.
3. Winning in technology transition
to the Telco Cloud
The third focus area of Nokia Networks’
strategy is based on opportunities arising
from the technology transition to Telco Cloud.
Nokia Networks is in a good position to benefit
from its strength in Network Functions
Virtualization (“NFV”), but its ambitions
are also to become a domain aggregator in
Telco Cloud and expand its business through
Software Defined Networking. Nokia Networks
also plans to expand into network and service
orchestration and management, which will
extend its capabilities to allow for automated
arrangement, coordination and management
of all network elements. To round out its
end-to-end Telco Cloud offering, Nokia
Networks has started to build a strong
security portfolio. We believe that the
transition to the cloud will give rise to
next-generation security threats and new
regulation, and we want to ensure a secure
transformation for our customers.
Creating a network
for the future
The Telco Cloud proof
of concept with Nokia
Networks is a significant
step forward in Orange’s
strategy to leverage the
power of Telco Cloud
and NFV, targeting a more
agile service launch as well
as self-healing networks
and automated operations
for networks.
20
NOKIA IN 2014
LTE Broadcast
Working with a range of
partners, Nokia Networks
is pioneering LTE
Broadcast, a new
technology that delivers
the same signal to many
users at the same time
over existing mobile
networks, instead of
streaming video content
individually to each user.
This will allow subscribers
to watch TV on their
devices without eating
into their data plans.
4. Targeting the opportunities in Internet
of Things and data analytics
Nokia Networks is also expanding its analytics
capability building on its Customer Experience
Management (“CEM”) portfolio and entering
the Internet of Things market. Its CEM
products address one of the main problems
for our customers: how to improve customer
satisfaction. We can take advantage of the
predictive analytics suite of Medio, which was
acquired by HERE in 2014, to help operators
generate incremental revenue. This capability
will enable Nokia Networks to help operators
to perform end-user analytics by combining
network insight with location intelligence and
other types of consumer data. Additionally,
Nokia Networks continues to ensure that
operators’ network products and services,
as well as their network infrastructure, are
designed to meet the requirements of the
Internet of Things.
Underlying these four focus areas, Nokia
Networks has four strategic enablers:
1. Quality
Quality continues to be an extremely
important strategic enabler and a competitive
differentiator for Nokia Networks, and it is
taking steps to further strengthen its quality
culture by targeting world-class, end-to-end
quality management, flawless service
execution and highest software quality.
This all contributes towards a better
customer experience.
2. Innovation
Innovation will continue to be central to Nokia
Networks’ strategy as it drives technology
disruptions in areas that are essential to
operators’ business, such as Telco Cloud
transformation, cognitive networks and 5G.
Nokia Networks will also continue to dedicate
resources to co-innovation with its customers,
aiming to create even more added-value
for them.
Nokia Networks invested EUR 1.8 billion in
R&D in 2014, making it one of the largest
R&D investors in the telecommunications
industry. The efforts of its R&D teams have
resulted in technology breakthroughs and
industry awards.
For example, Nokia Flexi Multiradio base
stations—which have been shipped to
approximately 300 customers since their
first deliveries in 2008—undergo continuous
development. New versions of the product
have been continuously launched, such as
the range of award-winning Flexi Zone LTE
microcell and picocell base stations, which was
introduced in November 2013 and enhanced
throughout 2014.
Another example is Nokia Networks’ cloud-
ready Operations Support Systems—where
during 2014, the number of customers using
its virtualized NetAct solution for network
management exceeded 200. To support
the transition to Telco Cloud, innovations
such as Cloud Application Manager and
Cloud Network Director are now enabling
the management of networks based on
Network Functions Virtualization and
Software Defined Networking.
“ Innovation will continue
to be central to Nokia
Networks’ strategy as
it drives technology
disruptions in areas
that are essential to
operators’ business.”
NOKIA IN 2014
21
Business overview Nokia Networks continued
3. Partnering
Nokia Networks will continue to focus on
increasing its partnering activities, and in
2014 founded a new partnering unit, part
of Mobile Broadband, devoted to that goal.
We believe that this will enable Nokia Networks
to extend its addressable market beyond its
own portfolio through the market-leading
products and services of our partners such as
IP routers, data center equipment, software
stacks and systems integration solutions.
Nokia Networks also aims to enable the
plug-in of third-party hardware and software
elements, opening up previously closed
programming interfaces to trusted partners
and adjusting its own portfolio accordingly,
which we believe will help Nokia Networks
reach new customers and address
new markets.
4. Automation
Nokia Networks aims to use automation
to further improve its efficiency, using
its analytics capabilities to enable fully
automated service deployment, maintenance
and network optimization. It also aims to use
automation in an effort to drive operational
efficiencies, covering all its businesses, R&D,
financial systems and business forecasting.
Organization
Nokia Networks has two segments:
Mobile Broadband and Global Services.
The Mobile Broadband segment
Mobile Broadband provides its customers
with flexible network solutions for mobile
voice and data services through its Radio
and Core clusters. The Radio cluster covers
all technology generations—GSM, CDMA,
WCDMA, and LTE—and is investing in research
in LTE-Advanced and 5G.
The Core cluster has a comprehensive mobile
switching portfolio as well as voice and packet
core solutions. The Core portfolio is based on
Nokia Networks’ cloud-ready software and can
scale for the challenges of data growth and
Internet of Things. This provides customers
with a high level of capacity, agility and
performance to meet the increasing demands
that subscribers are placing on networks.
The Core cluster has expertise in Customer
Experience Management, virtualization and
software-rich solutions. These help Nokia
Networks support its customers in dealing
with changing technology trends. For example,
security is currently a pressing topic for
operators and Nokia Networks recently
opened its mobile broadband security center
in Berlin, Germany. The center is a hub of
leading expertise focused on ensuring robust
telco security and bringing together network
operators, partners, governments and
academic institutions to develop and share
network security expertise.
Other major trends addressed by the
Mobile Broadband segment include cloud
computing, analytics, big data and multimedia
content. The new partnering unit, which is
part of Mobile Broadband, exists to help
Nokia Networks achieve its goals through
partnering with recognized market leaders—
the best of the up-and-coming technology
innovators and companies that have
established reputations as leaders in their
fields. Through these activities, we believe
that Nokia Networks will be able to continue
to extend its offerings to its customers.
The Global Services segment
Through its Global Services segment, Nokia
Networks aims to provide mobile operators
with the solutions they need to create and
maintain effective networks.
Global Services comprises five business lines.
The Network Implementation business line
provides customers with the services they
need to build, expand or modernize a
communications network. The Care business
line undertakes software and hardware
maintenance and provides training to help
our customers maximize their networks.
Within the Managed Services business line,
Nokia Networks offers services such as
network operations and service operations,
which help its customers manage service
lifecycles efficiently and enhance their
subscribers’ experience (for example, by using
analytics to improve their predictive services).
Within the Network Planning and Optimization
business line, we offer solutions to improve
the performance, consistency and reliability
of our customers’ networks and services.
Finally, Global Services’ Systems Integration
capabilities ensure that all the elements
of a mobile broadband solution, including
new and mature technologies, are brought
together seamlessly.
Within Global Services, Nokia Networks has
two Global Delivery Centers, complemented
by five Global Service Delivery hubs, bringing
together global and local services experts
as well as centralized tools and architecture.
These facilities, which deliver a growing
proportion of its services, provide efficiency
for customers while at the same time
allowing operators to benefit from access
to world-class skills, available as part of
Nokia Networks’ global presence.
Sales and marketing
Nokia Networks’ sales and business teams
are active in approximately 110 countries.
They ensure that Nokia Networks is close
to its customers, both physically and in
terms of understanding the local markets,
and help it to build and maintain its
customer relationships.
In 2014, Nokia Networks grouped its customer
operations into three geographical markets:
Asia, Middle East and Africa; Europe and Latin
America; and North America. These were
further divided into regions containing sales,
business and delivery teams. On April 1, 2015,
Nokia Networks aims to implement a new
structure in its sales teams, bringing the
three markets together into one global
sales organization with the seven markets
presented below. This new structure is
targeted at allowing Nokia Networks to gain
additional speed and simplicity in dealing
with customer requirements while preserving
existing customer relationships.
■ Asia-Pacific Japan spans a varied
geographical scope, ranging from advanced
telecommunications markets—such as
Japan and the Republic of Korea—to
developing markets including Bangladesh,
Myanmar and Vietnam. Nokia Networks
works with leading operators in the market,
including KDDI, KT, NTT DoCoMo, SKT,
SoftBank and Telkomsel.
22
NOKIA IN 2014
■ In Europe, Nokia Networks is engaged with
all the major operators, including Deutsche
Telekom, MegaFon, MTS Sistema, Orange,
TeliaSonera and Vodafone Group, serving
hundreds of millions of customers. Nokia
Networks has extensive R&D expertise in
Europe, and some of its largest technology
centers, which are working on future mobile
broadband technologies, are based in this
market. One of Nokia Networks Global
Delivery Centers is based in Portugal.
■ In Greater China, Nokia Networks counts
the major operators China Mobile,
China Unicom and China Telecom as our
customers, among others. The TD-LTE
standard has proven particularly important
to Chinese operators, resulting in Nokia
Networks being honored with the People’s
Republic of China Friendship Award in 2014.
■ In India, Nokia Networks is a strong player,
with operator customers such as Bharti
Airtel, Idea Cellular and Vodafone. In fact,
we count ten Indian telecom operators,
both public and private, among our
customers in the market, along with the
Indian defense administration and Indian
railways, including the Kolkata Metro
Railway. We have several sites in India,
including a Global Delivery Center in Noida.
■ In Latin America, Nokia Networks works with
all major operators, including América Móvil,
Avantel, Nuevatel, Oi, Telefónica and TIM.
■ Nokia Networks has built a position of
considerable strength in Middle East and
Africa, with leading operators such as
Mobily, Etisalat, Ooredoo, STC and Zain
among its customers in the market.
■ In North America, eight of the top ten
mobile operators are Nokia Networks’
customers, as well as local operators, major
cable companies and government entities.
The acquisition of SAC Wireless, a provider
of infrastructure and network deployment
solutions, in August 2014 further built
on our existing network implementation
service capabilities. North America is also
home to Nokia Networks’ flagship mobile
broadband testing and development
Innovation Lab, located in Silicon Valley
in the United States.
Nokia Networks’ net sales by geographic area 2014
€1 538m
€1 009m
€2 929m
€1 053m
€3 289m
€1 380m
North America
(2013: €1 334m)
Latin America
(2013: €1 257m)
Europe
(2013: €3 041m)
Middle East & Africa
(2013: €1 111m)
Asia-Pacific
(2013: €3 354m)
Greater China
(2013: €1 185m)
NOKIA IN 2014
23
Business overview Nokia Networks continued
“Intellectual property
assets are fundamental
to Nokia Networks.
As an industry leader
in the R&D of wireless,
broadband and
transport technologies,
we have a robust
patent portfolio.”
Gaining customer insight
At the 2014 Nokia Networks
CEM Executive Forum,
operators learned how
implementing CEM results
in financial benefits for
them. Another lesson was
that it is not just about the
tools—the right people and
processes are also very
important. The operators
at the forum emphasized
that their future CEM
requirements are also
focused on providing
insights into fixed and
internet services.
Production of infrastructure
equipment and products
Nokia Networks’ Global Operations team
handles the supply chain management of all
its hardware, software and original equipment
manufacturer products. This includes supply
planning, manufacturing, distribution,
procurement, logistics, supply, network
design and delivery capability creation in
product programs.
On December 31, 2014, Nokia Networks had
six manufacturing facilities globally: four in
China (Beijing, Shanghai, Tianjin and Suzhou),
one in Finland (Oulu) and one in India (Chennai).
In addition to Nokia Networks’ strong
manufacturing capabilities, it also utilizes
third-party suppliers for certain components
and sub-assembly for certain products.
Examples include company-specific
integrated circuits and radio frequency
components. Nokia Networks then assembles
these components and sub-assemblies
into final products and solutions and, for
selected products and solutions, its suppliers
also deliver goods directly to customers.
This system provides Nokia Networks with
considerable flexibility in its manufacturing
and enables it to meet demands related to
cost, availability and customer requirements
more easily.
The table below shows the productive
capacity per location of major manufacturing
facilities for Nokia Networks’ infrastructure
equipment at December 31, 2014.
Research and development
Nokia Networks has 11 Global Technology
Centers, each with individual technology and
competence specialties. These are located in
China, Finland, Germany, Greece, Hungary,
India, the Philippines, Poland and the
United States.
Nokia Networks organizes its R&D teams in a
flat structure, resulting in advantages such as
cost effectiveness and speed. Nokia Networks
is focused on creating a strong partner
ecosystem and makes efforts to ensure the
effective management of portfolio for its
partners and suppliers and for their products.
The Mobile Broadband segment is responsible
for most of Nokia Networks’ R&D internally.
Nokia Networks has a joint venture company
TD Tech Communication Technologies Ltd (TD
Tech) for development and manufacturing of
TD-SCDMA and LTE technologies and related
products in Beijing, Shanghai and Chengdu,
China. The company is owned between Nokia
Networks (51%) and Huawei Technologies Co.
Ltd. (49%), and Nokia has ownership of the
system in which the commonly created
products are inserted. The joint venture has
supported the growth of Nokia’s market
position in China, and demonstrates that this
partnering has been of great mutual benefit
for both enterprises. Mutual customization of
the most commoditized part of the portfolio
allows Nokia Networks to focus on lowering
cost while producing a higher value offering.
Country
Location and products (1)
China
Beijing: switching systems and radio controllers
Shanghai: base stations, transmission systems
Suzhou: base stations
Tianjin(3): Wireless base stations, mobile core systems, radio controllers
Finland Oulu: base stations
India
Chennai: base stations, radio controllers and transmission systems
Productive
capacity, Net
(m2)(2)
6 749
15 954
8 968
10 000
8 364
11 962
(1) Nokia Networks considers the production capacity of its manufacturing facilities to be sufficient to meet the requirements of its
network infrastructure business. The extent of utilization of its manufacturing facilities varies from plant to plant and from time to
time during the year. None of these facilities is subject to a material encumbrance.
(2) Productive capacity equals the total area allotted to manufacturing and to the storage of manufacturing-related materials.
(3) The Tianjin manufacturing facility was sold in January 2015.
24
NOKIA IN 2014
Nokia Networks now owns a large portfolio
of almost 4 000 patent families comprising
approximately 11 000 individual patents
and patent applications across many
technologies, some of which were transferred
from Nokia and Siemens at the formation of
the business as Nokia Siemens Networks in
2007. Its IPR portfolio includes high-quality
standard-essential patents (“SEPs”) and
patent applications which have been declared
to the European Telecommunications
Standards Institute and other Standards
Developing Organizations as essential to
standards including LTE, WCDMA, GSM and
other standards. In addition, Nokia Networks
holds copyright registrations relating to
certain aspects of its products and services.
Nokia Networks receives and pays patent
license royalties in the ordinary course of
business based on existing agreements with
telecommunications vendors. Nokia Networks
has a number of patent license agreements
in place with other major companies and
patent holders, both directly and through
Nokia, and these provide it with freedom to
operate with limited risk of infringing SEPs
owned by others.
Competition
At present, Nokia Networks considers five
companies—Alcatel-Lucent, Ericsson, Huawei,
Samsung and ZTE—to be its main competitors
as major mobile network infrastructure
providers. Nokia Networks also competes
with IT companies such as Cisco Systems
and Oracle.
As a result of its investments in R&D,
Nokia Networks is one of the largest R&D
investors in the telecommunications industry,
with total R&D expenses amounting to
EUR 1.8 billion in 2014. We expect these
capabilities to enable Nokia Networks to
continue to drive innovation in the dynamic
telecommunications sector, where product
development constantly needs to improve
in speed and efficiency in order to help
operators cope with increasing subscriber
demands and exponential data traffic growth.
We believe that the geographical diversity
of Nokia Networks’ R&D network is an
important competitive advantage for us. In
addition, the ecosystem around each of its
R&D sites helps it connect with experts on
a global scale, a network that it complements
by co-operation with universities and other
research facilities.
Nokia Networks further complements its R&D
efforts through its Technology & Innovation
team, which focuses on developing and
prototyping new and futuristic technologies,
such as 5G, that are several years from
reaching the market. The team is responsible
for the technology vision, long-term research,
innovation, standardization and intellectual
property rights (“IPR”) management of
Nokia Networks, and it co-operates with top
customers, partners, universities, research
institutes and industry bodies globally to
drive Nokia Networks’ technology and
innovation agenda.
Patents and licenses
Intellectual property assets are fundamental
to Nokia Networks. As an industry leader in
the R&D of wireless, broadband and transport
technologies, Nokia Networks has a robust
patent portfolio in a broad range of
technology areas and we seek to safeguard
our investments in technology through
appropriate protection. We have generated
and maintained an extensive IPR portfolio
covering patents, design patents, trade
secrets, trademark registrations, and
copyrights. Where necessary, we obtain
licenses to use standard-essential and
other patents in our hardware and software
solutions for mobile network infrastructure.
Building a Radio Cloud
Nokia Radio Cloud is a
highly scalable, flexible
and efficient architecture
for cloud-based
networks. It allocates
processing capacity from
almost anywhere in the
network, such as an
adjacent cell or a
centralized data center,
to where it is needed
most. By using a
network’s existing radio
access and transport
assets more efficiently,
extra infrastructure costs
can be avoided.
NOKIA IN 2014
25
Business overview Grounded
in real life
26
NOKIA IN 2014
Relevant HERE
True Cars
HERE’s fleet of
True Cars is driving
50 000 km across six
continents each week.
Why? Using proprietary
technology, the
cars are collecting
information to create
an accurate 3D digital
representation of
the real world. These
high-definition maps
will be needed to make
automated driving
a reality.
2 million
km
HERE has mapped more than 2 million km
in highly-detailed 3D
NOKIA IN 2014
27
RelevantBusiness overview HERE
■ More than 25 years of
experience in cartography
■ 44 countries with live traffic
information
■ 2.7 million updates to its maps
every day—keeping them fresh,
accurate and reliable
■ 80 000 sources of data used
to update its map
■ Maps for more than
190 countries
■ Voice guided navigation in
more than 50 languages
As cartographers, we have long dreamed of creating
the perfect map—one that precisely recreates the
territory it seeks to represent. But, as many in the
field would tell us, at the heart of that endeavor
lies a great paradox: the closer to reality a map
becomes, the less useful it tends to be.
Maps have been abstractions of reality
by necessity: there are limits to how
much information the human mind can
process. But what if maps are made
not just for humans but for machines
capable of comprehending vast
quantities of information?
As computational cartography continues
to advance, maps are taking on new
forms. For HERE, the map is becoming
a dynamic three-dimensional,
highly detailed digital representation
of the world, rich in real-time and
contextually-relevant information drawn
from both real-world and digital sources.
HERE already aggregates data related to
parking, gas prices, traffic and weather,
among other things, and we see further
opportunities in a world where billions of
devices, including phones, tablets and
cars, are connected. Accordingly, we are
investing in technologies and analytics
capabilities to ensure HERE’s location
cloud can harness the collective power
of the data these devices generate to
deliver real-time, predictive and relevant
information to every individual user. In
the future, we also intend to leverage
HERE’s location cloud to deliver HD maps
and other services to power an entirely
new class of driver experiences, starting
with highly automated vehicles.
4 out of 5
In-car navigation systems in North America
and Europe powered by HERE’s map content
HERE
1
1
0
3
9
7
0
9
1
4
Global new embedded
navigation licenses
1
3
1
1
6 257
Employees at December 31, 2014
79.3
77.2
75.4
8
(27.3)
(16.8)
(127.9)
2012
2013
2014
2012
2013
2014
Net sales (€m)
Gross margin (%)
Operating margin (%)*
Units (m)
*Includes a goodwill impairment charge of EUR 1 209 million in 2014.
28
NOKIA IN 2014
“Location services will be
a critical element in, for
example, the areas of
wearable computing,
augmented reality,
personal activity
tracking, connected
cars, and automated
driving.”
Leading market position
Many of the world’s
leading carmakers are
including HERE map
data in models they
are launching in 2015,
demonstrating that
HERE is well positioned
for future developments
in motoring.
Market overview
The market for location services has
undergone significant change in recent years.
Access to location services has broadened
from portable navigation devices (“PNDs”) and
those in cars to multiple devices and screens,
including smartphones. Location is now a key
element of the mobile and web experience,
whether to seek live subway departures, check
restaurant ratings, share location-tagged
images on social networks, or track pending
online deliveries.
The industry is also delivering location
experiences in a different way. In the past,
static maps were often provided on disc
or pre-installed on a device, whereas today
users are increasingly being delivered content
and services over the internet in real time,
as a result of cloud-based technologies.
Companies in the automotive, enterprise,
mobile and broader consumer electronics
industries are already making considerable
investments in and around location services,
and location is and will be a critical element in,
for example, the areas of wearable computing,
augmented reality, personal activity tracking,
connected cars, and automated driving.
Business overview
HERE is the leading company in the location
intelligence industry, delivering highly precise
and up-to-date maps, a location platform,
and location experiences across multiple
screens and operating systems. Built on more
than 25 years of experience in cartography
and drawing on more than 80 000 sources
of data, HERE offers maps for more than
190 countries, voice guided navigation for
99 countries in more than 50 languages
and live traffic information for 44 countries.
We believe HERE’s map is the best digital
representation of the real world in terms of
accuracy, coverage, richness and freshness.
HERE’s global team of geographic analysts
build and maintain the core map of HERE.
HERE also has a fleet of sophisticated data
collection vehicles, which help produce maps
with centimeter-level precision. Altogether,
HERE employs approximately 6 000 people,
with its major development sites located in
Berlin, Germany and in Chicago, United States.
HERE’s customer base includes many of
the world’s leading companies from the
automotive, mobile, internet and consumer
electronics industries. In the automotive
space, HERE is the clear market leader,
providing maps for the embedded navigation
systems in four out of every five new vehicles
sold in North America and Europe. In 2014,
this amounted to more than 13 million new
vehicle licenses. Our customers can license all
or parts of the HERE offering: map content,
HERE’s location platform, or specific location
experiences. The platform is device and
operating system agnostic and includes
functionalities such as routing, traffic and
positioning, a digital 3D reference model of
the world, the development tools with which
customers can create their own experiences
on top of our map, and the analytical tools
to make sense of location-based data. The
flexibility in being able to choose between all
or specific parts of HERE’s offering enables
HERE to serve a broad range of customers
with different business models and needs.
Nokia launched HERE as its brand in 2012,
prior to which it was already an established
business operating under the Nokia name.
The business has developed organically and
through acquisitions, the most significant
of which were the acquisition of location
software provider Gate5 in 2006, digital
mapping provider NAVTEQ in 2008, and
data capture company earthmine in 2012.
For over 25 years, HERE has been driving
fundamental changes to its map. HERE’s
predecessor NAVTEQ was an early pioneer in
digital mapping, and in 2006 Nokia became
the first company to launch a mobile phone
with in-built GPS. HERE is transforming its
map from a static, two-dimensional form akin
to a digital version of a paper map and further
into a dynamic three-dimensional digital
representation of the world, rich in real-time
and contextually-relevant information drawn
from both real-world and digital sources.
In recent years, amid advances in wireless
connectivity and a growing need for
ever-more-relevant data, HERE has also been
driving a fundamental change to the way it
builds and delivers map and location data.
Increasingly, HERE’s location experiences
are powered by its location cloud, which
processes and delivers data to smartphones,
tablets, in-car navigation systems and other
devices over the cloud in real time, reducing
the heavy computing needs of the devices.
NOKIA IN 2014
29
Business overview HERE continued
Strengthening with
predictive analytics
In 2014, HERE acquired
Medio Systems Inc., a
pioneer in the emerging
field of real-time predictive
analytics, to enable HERE
to innovate in contextual
mapmaking and deliver on
its vision to create maps
and location services
across screens and
operating systems that
change according to
the situation.
Strategy
HERE already aggregates data related to
parking, gas prices, traffic and weather, among
other things, and it sees further opportunities
in a world where billions of devices, including
phones, tablets and cars, are connected.
Accordingly, we are investing in technologies
and analytics capabilities to ensure HERE’s
location cloud can harness the collective
power of the data these devices generate
to deliver real-time, predictive and relevant
information to every individual user. We
believe the next generation map has to be
fresh, predictive and very rich.
We believe that location is an essential
element of the Programmable World, hence
HERE is targeting its investments in three
areas: 1) Automotive, for location content
and technology for smart, connected
and automated cars; 2) Enterprise, for
location-based analytics for better business
decisions; and 3) Consumer, for serving
ecosystem players through cloud-based
services for personal mobility and location
intelligence through seamless experiences
across multiple screens.
The automotive and enterprise markets
are important growth areas for HERE. In the
case of the former, an increasing number
of vehicles have connectivity technologies
onboard and it is our ambition to connect
these vehicles to HERE’s location cloud.
For example, HERE and BMW are collaborating
to develop a suite of location-based services
for the connected car and to integrate cars
into modern urban transport systems.
BMW’s “Intelligent Drive” uses the most
sophisticated capabilities of the HERE location
cloud to personalize in-vehicle technology,
and provide smart recommendations for
parking and fuel; enable drivers to share their
destination and estimated time of arrival; and
enable drivers to get safety alerts for hazards,
speed restrictions and traffic.
In the future, we also intend to leverage
HERE’s location cloud to deliver HD maps
and other services that will power an entirely
new class of driver experiences, starting
with highly automated driving. Industry
participants and government bodies are
currently seeking to address a range of
technological, legislative, regulatory
and ethical issues to ensure that highly
automated driving can become reality and
gain broad market acceptance in the future.
Automation on the road requires that vehicles
communicate directly with other vehicles as
well as indirectly via cloud technologies and
roadside infrastructure. Consequently, HERE is
advocating for a new international regulatory
architecture that would enable companies and
organizations to harness these data flows to
bring new safety and sustainability benefits to
road users. The benefits could be significant
considering that the majority of accidents
that occur on the road are a result of human
error. From an R&D perspective, HERE is
focused on addressing key technological
requirements of vehicle automation, such
as how HD maps can complement a vehicle’s
on-board sensors to aid with precise vehicle
localization. HERE has already participated in
a number of automated driving pilots with
major automotive companies, including
Mercedes-Benz.
With respect to the enterprise market,
we aim to leverage HERE’s core map,
platform and automotive assets to deliver
location content and services to a broad
range of industries. We believe HERE’s
precise map data, rich map attribution and
deep analytics can be combined to give
companies and organizations new insights
into their operations.
“We are investing in
technologies to ensure HERE’s
location cloud can harness
the collective power of data
from connected devices to
deliver real-time, predictive
and relevant information to
every individual user.”
30
NOKIA IN 2014
systems. While content remains important,
HERE has been increasing its focus on
platform technologies which can power
up-to-date and predictive maps that are
increasingly tailored towards the individual
user, and HERE believes in this regard that
the only competitive platform to its own is
that of Google.
TomTom, which is today the primary
competitor to HERE in embedded navigation
solutions for the automotive industry,
also licenses map data to other industries,
including the consumer markets, and counts
Apple as one of its customers. Apple, which
offers its own mapping service, has sought
to strengthen its location assets and
capabilities through targeted acquisitions
and organic growth.
In addition to opportunities in the automotive
and enterprise markets, we invest in and
target growth opportunities in the internet
and consumer electronic industries.
In the latter part of 2014, HERE focused its
strategy in this area, de-prioritizing certain
direct-to-consumer activities and focused
more of resources on its work for customers
who are in the consumer markets, such
as Microsoft and Samsung. In the
direct-to-consumer space, HERE intends
to maintain a modest presence through web
and mobile applications that showcase its
core assets. These applications and the
development work behind them are also
leveraged to support our work with our
automotive and enterprise customers.
Sales and marketing
HERE’s core business is licensing content
and platform technologies, and today it
has agreements with most of the world’s
leading automotive companies, such as
BMW, Continental, Daimler, Nissan, Toyota,
Volkswagen and Volvo; leading enterprises
such as FedEx, Oracle and SAP; and internet
and technology companies including Amazon,
Baidu, Microsoft, Samsung and Yahoo.
HERE’s map content powers four out of five
in-car navigation systems in North America
and Europe, and its location platform is used
by leading internet companies.
Research and development
HERE’s business is R&D-intensive with total
R&D expenses amounting to EUR 545 million
in 2014. The HERE team is focused on
building and enriching its core map, as
well as developing the platform and cloud
technologies through which HERE can ensure
the effective delivery of the map and location
services to its customers irrespective of the
device they use.
In addition to collecting data with HERE’s
own fleet of cars, HERE aggregates data from
another 80 000 sources, including parking,
gas price, traffic, weather and points of
interest data. To maintain the freshest maps,
HERE compiles, tests and publishes them
continuously. From usage, HERE collects
billions of data points to update its real-time
traffic, routing and search engines.
A primary focus for HERE’s longer-term R&D
efforts is on the development of software,
cloud and data analytical capabilities in
preparation for the anticipated emergence
of highly automated driving before the end of
the decade. HERE’s investments are focusing
on addressing what it sees as three of the
most critical technological challenges: the
vehicle’s ability to precisely localize itself on
the road, what lies ahead of the vehicle, and
how can we program vehicles equipped with
HERE technology to drive like humans rather
than robots, albeit with greater awareness of,
and faster responsiveness to, changing road
conditions and events.
Competition
HERE, Google Maps and TomTom are the
largest suppliers of map data to a broad
range of industries. Other participants
include Inrix, which, like TomTom and Google,
competes with HERE in providing traffic
services. In contrast to HERE, which has a
licensing model for its map data and platform,
Google uses an advertising-based model
allowing consumers and businesses to use its
map data and related services free of charge.
Google, which has leveraged Google Maps
as a differentiator for its Android operating
system, has ambitions to bring the Android
platform into the car through Open
Automotive Alliance, a coalition of technology
and automotive companies, and is also
exploring automated driving with pilots
of self-driving vehicles underway.
To date, in the automotive space, Google has
competed with HERE through its brought-in
car solutions, offered via smartphones and
tablets. HERE competes in the brought-in
solution space by offering mapping services
via PND vendors such as Garmin, as well
as through its own native smartphone and
tablet applications. While brought-in solutions
have become more pervasive, particularly
as smartphone and tablet penetration has
grown in recent years, HERE has nevertheless
continued to see an increase in the car
industry’s adoption of embedded navigation
solutions, as represented by the proportion
of all new cars sold with factory-fitted
NOKIA IN 2014
31
Business overview Making sophisticated
technology simple
32
NOKIA IN 2014
Human Nokia Technologies
Z Launcher
Z Launcher from Nokia
Technologies learns
and adapts to user
preferences, and
enables one-touch
access to apps: faster,
easier, more intuitive
navigation using
scribble letter
recognition to find
what users want.
500 000+
Activations of Z Launcher’s Beta version
NOKIA IN 2014
33
HumanBusiness overview Nokia Technologies
■ Patent, technology and
brand licensing
■ Leading innovator in key cellular
standards as well as in wireless
LAN, NFC and various audio,
speech and video codecs
■ Primary technology centers
located in Espoo and Tampere,
Finland, Cambridge, the United
Kingdom and Silicon Valley,
the United States
Nokia Technologies manages an IP portfolio of
approximately 10 000 patent families comprised
of approximately 30 000 individual patents and
patent applications. Over the last two decades,
Nokia invested more than EUR 50 billion in the
development of enabling technologies in virtually
all the mobile devices used today.
The experts at the core of Nokia
Technologies’ business solve problems
in project-specific teams in addition to
working closely with leading universities
and technology partners on a global
scale. Nokia Technologies operates
its primary technology development
centers in Espoo and Tampere, Finland,
Cambridge, the United Kingdom, as well
as Silicon Valley in the United States.
Z Launcher by Nokia is an intuitive
Android launcher that adapts to
user inputs, surfacing relevant apps
and content at the right moment.
Any app can be accessed in one
second through an exceedingly
simple handwriting feature.
Nokia Technologies is a leading innovator
in key cellular standards, as well as
wireless LAN, NFC and various audio,
speech and video codecs.
The technology standards developed
by our core R&D team extend beyond
mobile devices to a broad range of
sectors. The H.265 video compression
standard, for which Nokia led
development and the 3rd Generation
Partnership Project (“3GPP”) standards
body adopted, delivers outstanding
picture quality at roughly double the
efficiency of the previous standard.
H.265 (HEVC—High Efficiency Video
Coding) is integrated into some of the
latest consumer displays capable of
ultra-high definition (“UHD”) presentation.
60+Licensees
Nokia Technologies
5
7
8
5
3
4
5
2
9
98.7
97.4
98.6
60.9
58.6
59.3
2012
2013
2014
Net sales (€m)
Gross margin (%)
Operating margin (%)
34
NOKIA IN 2014
“The research agenda
of our engineers,
scientists and
researchers is
shifting to address
opportunities in a
broader market that
both encompasses
and goes beyond
mobile devices.”
Innovations from our R&D activities created
and shaped the fundamental technologies
used in all mobile products and in multiple
wireless communications technologies today.
We are continuing to build on that heritage
to drive further innovations, with a focus on
multimedia, connectivity, sensing and material
technologies, as well as imaging, audio, web
and cloud technologies.
During 2014, Nokia Technologies’ revenue
was mainly attributable to income from
intellectual property. The majority of the
revenue was attributable to licensing its SEPs.
Nokia Technologies is a leading innovator in
key cellular standards, as well as wireless LAN,
NFC and various audio, speech and video
codecs, and we believe the licensing of SEPs
will continue to be a strength for Nokia
Technologies in the future.
Market overview
Nokia Technologies aims to be a leader
in technology development and licensing,
building on several of Nokia’s former Chief
Technology Office (“CTO”) and IPR licensing
activities. Today, as part of our newly formed
business, Nokia Technologies, the research
agenda of our engineers, scientists and
researchers is shifting to address
opportunities in a broader market that
both encompasses and goes beyond mobile
devices. We see a world where billions of
devices—large, small and minuscule—will
connect to form intelligent systems, and
we see significant potential for our own
technologies and intellectual property
in that world.
Business overview
Nokia Technologies develops and licenses
technologies we believe will enable the
Programmable World. We seek to create
value from our investments by expanding
our successful patent licensing program and
helping other companies and organizations
benefit from our innovations through our
established and successful licensing business.
Additionally, we are also exploring the
possibility of utilizing new technologies
in our own future products and services.
Nokia Technologies was formed upon the
closing of the Sale of the D&S Business.
The Nokia Technologies business combines
a leading team from Nokia’s former CTO with
our world-class IPR activities. The business
builds on the foundation established by
Nokia through investing cumulatively more
than EUR 50 billion in R&D over the last
two decades.
€50bn+
Invested in R&D over the last two decades
10 000
Patent families
30 000
Individual patents
NOKIA IN 2014
35
Business overview Nokia Technologies continued
Research and development
The Nokia Technologies team consists of a
great number of world-class scientists and
engineers who have driven more than half
of Nokia’s recent patent filings and many
of whom are recognized as leading experts
in fields that are essential for enabling the
future Programmable World. These fields
include low-power connected smart
multi-sensor systems, distributed sensing,
and intelligent interplay between various
types of radio technologies.
Additionally, Nokia Technologies’ team
has been particularly strong in 3G and
4G innovation, media codecs and imaging,
for example. The applied nature of our
R&D in Nokia Technologies has resulted
in various relevant and valuable inventions
both in and around the technology areas,
which we believe are important in the
Programmable World, as well as for
emerging consumer experiences.
Strategy
Nokia Technologies’ strategy consists of:
1) Patent Licensing, focused on licensing our
standard-essential and other patents to
companies in the mobile devices market and
beyond; 2) Technology Licensing, focused on
licensing proprietary technologies to enable
our customers to build better products;
3) Brand Licensing, to help our customers
leverage the value of the Nokia brand in
consumer devices, the first example being
the Nokia N1 Android tablet announced in
the fourth quarter 2014; and 4) Incubation,
focused on developing new ideas and
prototypes; all supported by Nokia Labs,
its world-class R&D team.
For examples of Nokia Technologies’
progress relative to its strategy refer to
“Board review—Main events in 2014—
Nokia Technologies operating highlights”.
Sales and marketing
While a new business, Nokia Technologies
already has significant ongoing R&D activities
and an established patent licensing program.
Nokia Technologies manages its intellectual
property as a technology asset and seeks a
return on its investments by making its
innovations available to the markets through
licensing activities and transactions. Nokia
Technologies currently has more than
60 licensees, mainly for Nokia SEPs.
Nokia Technologies further sees
opportunities in licensing its proprietary
technologies, intellectual property and brand
assets into telecommunications and adjacent
industries. Over the past ten years, Nokia
has also systematically licensed certain
Nokia proprietary technologies, which we have
decided not to reserve solely for our internal
use. This has enabled numerous companies
and businesses to benefit from Nokia’s
innovations, in areas such as connectivity
and imaging.
Nokia N1
A simple interface and
unique one-piece
aluminium design are
at the heart of the N1,
the first Nokia-branded
Android tablet designed
by Nokia Technologies.
It offers the innovative,
predictive Nokia Z
Launcher interface,
within a thin and light
device that is easy to hold.
36
NOKIA IN 2014
Nokia Technologies has advanced R&D
activities in countries including Finland,
the United Kingdom, and the United States.
Nokia Technologies also collaborates in open
innovation with universities and research
institutes globally.
Nokia Technologies holds several central roles
in standardization bodies and contributes
to standardization work by filing technical
proposals which, when found relevant, are
often accepted and embodied in standards.
In addition, Nokia Technologies develops
reference implementations while defining
the standards, which result in significant
innovations covering proprietary ways to
implement relevant technologies.
For examples of Nokia Technologies’
R&D achievements in 2014 refer to
“Board review—Main events in 2014—
Nokia Technologies operating highlights.”
Patents and licenses
We manage an IP portfolio with approximately
10 000 patent families comprised of
approximately 30 000 individual patents and
patent applications. In industry terms, our
portfolio is relatively young: ten years from
now, two-thirds of our current patents will
continue to be in force. We continue to renew
our patent portfolio with innovations
produced by our strong R&D team.
Competition
Our current patent portfolio spans a number
of technology categories including radio
connectivity and networking, multimedia,
user interface (“UI“) and software, hardware,
product, and mapping and location services.
As Nokia Technologies expands its successful
licensing program to cover patents which
have not been broadly licensed to date,
as well as proprietary technologies and other
intellectual property, it could face competition
from alternate technologies or solutions.
However, it is too early to anticipate which
of these may be significant in future.
Breakdown of Nokia Technologies’
IP portfolio
1
3
2
1 Radio, networks and services 43%
2 Multimedia, UI and software 27%
3 Hardware, maps and location 30%
“Nokia Technologies
sees opportunities in
licensing its proprietary
technologies, intellectual
property and brand assets
into telecommunications
and adjacent industries.”
NOKIA IN 2014
37
Business overview Discontinued operations
Devices & Services
business sold to Microsoft
Smart Devices
The Smart Devices unit, which was acquired
by Microsoft in its entirety, focused on
developing smartphones based on Microsoft’s
Windows Phone operating system.
Nokia brought its first Windows Phone
products—under the Lumia brand—to market
in 2011, several months after entering into
a strategic partnership with Microsoft. We
then expanded the depth and breadth of
the Lumia range, contributing to Windows
Phone becoming the third-largest ecosystem
globally in 2013. As part of the Sale of the
D&S Business, Microsoft acquired the Lumia
brand under which Microsoft has continued
to introduce new smartphone models,
following the completion of the transaction.
Sales and marketing
We derived our net sales of mobile devices
primarily from sales to mobile network
operators and distributors, and to a lesser
extent independent retailers, corporate
customers and consumers. The marketing
efforts were aimed at creating consumer
loyalty, enhancing the Nokia brand and
increasing sales. In the marketing of mobile
devices, we focused on expanding awareness
of the key points of differentiation in our
products and services, such as the imaging
capabilities of our high-end smartphones
or the robust quality and long battery life
of our most affordable feature phones.
We also engaged consumers through
our own social media channels,
including Nokia Conversations.
Segment overview
With the closing of the Sale of the D&S
Business, Nokia exited the business of
selling mobile devices. Prior to the Sale,
Nokia created products for virtually every
demographic, with sales in more than 160
countries. The Devices & Services business
was comprised of two business units: Mobile
Phones, which focused on the area of mass
market entry and feature phones as well as
affordable smartphones; and Smart Devices,
which focused on advanced products,
including smartphones powered by the
Windows Phone operating system.
Mobile Phones
The Mobile Phones unit developed ultra-low
cost phones, feature phones and affordable
smartphones, with most models running the
Nokia Asha software platform and the Series
30+ operating system. In early 2014, the
unit also introduced its first affordable
smartphones based on the Nokia X software
platform, which offers access to Android
applications. The major Mobile Phones
development sites were located in Beijing,
China and Oulu, Finland.
The strategy of the Mobile Phones unit
focused on leveraging the company’s
innovation and strength in growth markets to
provide people with an affordable internet
experience on their mobile device. The
most affordable products were targeted at
consumers for whom durability, good battery
life and price are most important. The Mobile
Phones business unit also produced a range
of affordable smartphones whose hardware,
software and services are optimized for—and
not compromised by—low price points.
As part of the Sale of the D&S Business,
Microsoft has licensed, for a limited time,
the Nokia brand for use with certain
products from the Mobile Phones unit
as well as acquired the Asha brand under
which Nokia marketed some of its Mobile
Phones products.
38
NOKIA IN 2014
Production of mobile devices
Until the closing of the Sale of the D&S
Business, Nokia operated a total of eight
production facilities with the purpose of
production and customization of mobile
devices. The production facilities were located
in Manaus, Brazil; Beijing and Dongguan,
China; Komárom, Hungary; Chennai, India;
Reynosa, Mexico; Masan, Republic of Korea
and Hanoi, Vietnam.
Following the closing of the Sale of the D&S
Business, Nokia’s manufacturing facilities
transferred to Microsoft with the exception
of the manufacturing facilities located in
Chennai, India and Masan, Republic of Korea.
In India, our manufacturing facility is subject
to an asset freeze by the Indian tax authorities
as a result of ongoing tax proceedings and
was not transferred to Microsoft as part of
the Sale of the D&S Business. It continued to
produce devices under contract for Microsoft
following the close of the Sale of the D&S
Business production, however, was suspended
in November 2014 due to a lack of orders.
In the Republic of Korea, Nokia and Microsoft
agreed to exclude the Masan facility from
the scope of the transaction, resulting in
Nokia closing the site in 2014. None of these
facilities is subject to a material encumbrance,
with the exception of the mobile devices
related facility in Chennai as tax authorities
in India have placed a lien on this facility
prohibiting Nokia to transfer this facility.
NOKIA IN 2014
39
Business overview Uninterrupted
service even at the
biggest events
The Nokia Smart
Scheduler, used to
optimize cell capacity
and network efficiency,
played a key part in
delivering seamless LTE
services at one of the
world’s showcase racing
events in Shanghai,
China. By managing uplink
interference, signaling
capacity and load
balancing, it delivered
uninterrupted service
availability throughout
the event.
Principal industry trends
affecting operations
Business specific trends
Nokia Networks
Nokia Networks is a leading vendor in the
mobile infrastructure market, providing a
broad range of different products, from
the hardware components of networks
used by network operators to software
solutions supporting the efficient interaction
of networks, as well as services to plan,
optimize, implement, run and upgrade
mobile operators’ networks. Nokia Networks
is investing in the innovative products and
services needed by telecom operators
to manage the increase in wireless data
traffic. Nokia Networks plans to focus its
future investments in further building on
its strong position in mobile broadband
and related services, and strengthening
its leadership position in next-generation
network technologies, which it believes
will be important enablers for the future
networks by connecting tens of billions
of devices. For more information on the
Nokia Networks business refer to “Business
overview—Nokia Networks” above.
Industry trends
In recent years, the most important trends
affecting Nokia Networks have been the
increase in the use of mobile data services
and the resulting exponential increase in data
traffic, which has resulted in an increased
need for high performance, quality and
reliability in networks. The continuing data
traffic increase has, however, not been directly
reflected in operators’ revenue. As a result,
there is an increased need for efficiency for
both operators and network infrastructure
and services vendors. In addition to the
attempts to reduce their costs, the operators
want to increase their agility through the
adoption of the emerging Telco Cloud and
network virtualization technologies. Operator
consolidation driven by operators’ needs
to provide a wider spectrum of services,
especially fixed-mobile convergence services,
is also a key trend that affects Nokia Networks’
business. For more information, refer to
“Business overview—Nokia Networks”.
Pricing and price erosion
The pricing environment was challenging in
2014, with competition remaining intense
and the consequent price erosion impacting
Nokia Networks’ net sales and profitability.
Product mix
Nokia Networks’ profitability is also impacted
by product mix including the share of software
in the sales mix. Products and services have
varying profitability profiles. The Mobile
Broadband segment offers a combination of
hardware and software. Software products
generally have higher gross margins; however,
they require significantly higher R&D
investments. Global Services’ offerings are
typically labor-intensive, while carrying low
R&D investment, and have relatively low
gross margins compared to the hardware
and software products of Mobile Broadband.
Seasonality and cyclical nature of projects
Nokia Networks’ sales are affected by
seasonality in the network operators’
spending cycles, with generally higher sales in
the fourth quarter, as compared to the first
quarter of the following year. In addition to
normal industry seasonality, there are normal
peaks and troughs in the deployment of large
infrastructure projects. The timing of these
projects is dependent on new radio spectrum
allocation, network upgrade cycles and the
availability of new consumer devices, which
in turn affects Nokia Networks’ sales. Nokia
Networks’ profitability can be affected by
changes in the sales volume, as well as the
requirement to source large volumes of
components on short notice, which can
impact the cost of sales, or in cases where
component shortages emerge, the net sales.
Continued operational efficiency
improvements
In 2014, the transformation to an efficient
operating model brought industry leading
margins and increased R&D efficiency to
Nokia Networks. Nokia Networks continues
to focus on operational improvement across
its business. Its “Smarter” program has a key
role in making Nokia Networks a continuously
more efficient and high-performing company
positioned for long-term success. The
program aims at further strengthening its
productivity, efficiency and competitive cost
structure, and Nokia Networks will bring
performance excellence methodologies such
as Kaizen, Lean, and Six Sigma to every part
of its business. Nokia Networks also pursues
further efficiency gains from increased
automation in Global Services delivery
and in other areas, as well as continued
improvements in R&D efficiency and agility.
40
NOKIA IN 2014
Cost of components and raw materials
There are several factors driving Nokia
Networks’ profitability: scale, operational
efficiency, and pricing and cost discipline
have been, and will continue to be,
important factors affecting profitability and
competitiveness. Nokia Networks product
costs comprise, among others, components,
manufacturing, labor and overhead, royalties
and licensing fees, depreciation of product
machinery, logistics and warranty and other
quality costs.
Targets and priorities
Over the long term, Nokia targets to grow
Nokia Networks’ net sales slightly faster than
the market.
Nokia expects Nokia Networks’ operating
margin for the full year 2015 to be in-line with
Nokia Networks’ targeted long-term operating
margin range of 8% to 11%, excluding special
items and purchase price accounting related
items. In addition, Nokia expects Nokia
Networks’ net sales to grow on a year-on-year
basis for the full year 2015. This outlook is
based on Nokia’s expectations regarding a
number of factors, including:
■ competitive industry dynamics;
■ product and regional mix;
■ the timing of major new network
deployments; and
■ expected continued improvement under
Nokia Networks’ transformation programs.
HERE
Our HERE business is a leading provider
of maps and location experiences across
multiple screens and operating systems and is
focused on producing the most accurate and
fresh map content, available across multiple
devices and operating systems. HERE
continues to invest in its leading location
cloud to make it the source of location
intelligence and experiences across many
different operating systems, platforms and
screens. We believe that location is an
essential element of the Programmable World,
hence HERE is targeting its investments in
three areas: 1) Automotive, for location
content and technology for smart, connected
and automated cars; 2) Enterprise, for
location-based analytics for better business
decisions; and 3) Consumer, for serving
ecosystem players through cloud-based
services for personal mobility and location
intelligence through seamless experiences
across multiple screens. For more information
on the HERE business, refer to “Business
overview—HERE”.
Seasonality
HERE’s sales to the automotive industry
are affected by seasonality in the automobile
market, navigation device market, and mobile
device market, with generally higher sales
in the fourth quarter compared to the first
quarter of the following year.
Vertical and horizontal opportunities in map
content, platform and applications
HERE is a leading provider of map content
and is focused on providing the richest, most
accurate and most current maps, since these
attributes are becoming more important for
consumers and providers of location services.
HERE’s ability to offer independent solutions
at various levels of the value chain offers both
vertical and horizontal opportunities. HERE
sees opportunities in being able to offer
solutions across ecosystems and different
layers within them, as well as with different
types of devices.
HERE’s map data provides a strong
foundation, and HERE’s cloud-based map
platform enables it to compete at multiple
levels of the location services value chain
including partnering with automobile vendors
and internet services companies for their
own differentiated offerings.
Great maps for the
world’s most popular
mobile platform
In 2014, HERE launched
its first application on
Android, featuring
accurate maps that are
always available, even
without an internet
connection. Using GPS for
location finding, the app
allows users to browse
maps, search for places
and navigate even when
they don’t have access
to a network.
NOKIA IN 2014
41
Business overview Principal industry trends
affecting operations continued
The HERE map platform enables its location
intelligence and experiences to be distributed
in the cloud and to be used across a number
of different operating systems, platforms
and screens. This enables the users of the
platform to license certain parts of HERE’s
offering, including content, location services
and functionalities, such as routing and
positioning. Access to the platform also
allows users to build specific applications
for location-related services.
Automotive and other industries
We continue to see opportunities within the
automotive and other industries that require
location-based intelligence. An area of interest
is the automotive industry, where HERE’s
focus goes beyond the traditional turn-by-
turn navigation, with HERE’s offering planned
to evolve towards “Smart Guidance” –HERE’s
connected driving solutions for inside and
outside of the car– and later towards concepts
such as the “Intelligent Car” for automated
driving. As these are new areas, our success
in terms of transforming development efforts
into sales is dependent on these concepts
developing commercially and on HERE’s ability
to produce products that are appealing to
the industry.
In general, we believe there is a trend of more
and more connected things. We believe there
may be opportunities for location-based
intelligence to serve as a key dimension
in this development, and we believe HERE
is well-positioned to capture those
potential growth opportunities with its
broad offering, for example through our
business with Samsung.
As the automotive industry is a significant
contributor to HERE’s sales, the broader
economy and its influence on new car sales
are an important factor in HERE’s future
success. The adoption rate of in-car
navigation products and services is important
as well. In general, adoption of these types of
products has been increasing and is expected
to further increase as connectivity becomes
more pervasive in cars. The gradual move
towards an increasing number of cars being
connected also offers the possibility to
provide more value-adding services to the
automotive industry.
Targets and priorities
Nokia expects HERE’s net sales to grow on
a year-on-year basis for the full year 2015,
and HERE’s operating margin for the full year
2015 to be between 7% and 12%, excluding
special items and purchase price accounting
related items.
Nokia Technologies
Nokia Technologies pursues new business
opportunities built on Nokia’s innovations and
the Nokia brand. Nokia Technologies develops
and licenses cutting-edge innovations that
are powering the next revolution in computing
and mobility. The Nokia Technologies strategy
consists of: 1) Patent Licensing, focused on
licensing our standard-essential and other
patents to companies in the mobile devices
market, consumer electronics and beyond; 2)
Technology Licensing, focused on licensing
and transferring proprietary technologies to
enable our partners to build better products;
3) Brand Licensing, to help our customers
leverage the value of the Nokia brand in
consumer devices; and 4) Incubation, focused
on developing new ideas and prototypes;
all supported by Nokia Labs, our world-class
R&D team. For more information on the
Nokia Technologies business, refer to
“Business overview—Nokia Technologies”.
Monetization strategies of IPR
Success in the technology industry requires
significant R&D investments, with the
resulting patents and other IPR utilized to
protect and generate a return on those
investments and related inventions. In recent
years, we have seen new entrants in the
mobile device industry, many of which do not
have licenses to our patents. Our aim is to
approach these companies by potentially
utilizing one or more means of monetization.
We believe we are well-positioned to protect,
and build on, our existing industry-leading
patent portfolio, and consequently increasing
shareholder value.
We see three main means for monetizing
our innovations: 1) Patent Licensing; 2)
Technology Licensing; and 3) Brand Licensing.
Additionally, our incubation activities may
from time to time lead to concepts that we
could consider licensing or bringing to the
market as products or services ourselves.
In Patent Licensing, the main opportunities
we are pursuing are: 1) renewal of existing
license agreements, and negotiating new
license agreements with mobile device
manufacturers; and 2) expanding the scope
of licensing activities to other industries,
in particular those that implement mobile
communication technologies. We no longer
need patent licenses for our former Devices
& Services business, enabling possibilities
to improve the balance of inbound and
outbound patent licensing.
Global Service Delivery
Nokia Networks
successfully delivers
Vodafone Australia
multi-technology,
multi-vendor Managed
Services from its Global
Delivery Center in India.
“We believe there may
be opportunities for
location-based
services to support
the internet of things.”
42
NOKIA IN 2014
In Technology Licensing the opportunities
are more long-term in our view, but we will
look at opportunities to license technologies
developed by Nokia Technologies and
delivered to partners in consumer electronics
as solutions or technology packages that can
be integrated into their products and services
to help enable the Programmable World.
In Brand Licensing, we will continue to look at
further opportunities to bring the Nokia brand
into consumer devices, by licensing our brand
and other intellectual property, as well as,
for example, industrial design.
To grow each of the aforementioned business
programs it is necessary to invest in
commercial capabilities to support them.
General trends in IPR licensing
In general, there has been increased focus
on IPR protection and licensing, and this
trend is expected to continue. As such,
new agreements are generally a product of
lengthy negotiations and potential litigation
or arbitration, and therefore the timing
and outcome may be difficult to forecast.
Due to the structure of the patent license
agreements, the payments may be very
infrequent, at times retrospective in part, and
the lengths of license agreements can vary.
Additionally, there are clear regional
differences in the ease of protecting and
licensing patented innovations. We have
seen some licensees actively avoiding license
payments, and some licensors using
aggressive methods to collect them, both
behaviors attracting regulatory attention.
We expect the discussion on the regulation
of licensing to continue on both a global and
regional level. Some of those regulatory
developments may be adverse to the
interests of technology developers and
patent owners, including Nokia.
Research, development and patent
portfolio development
As the creation of new technology assets
and patented innovations is heavily focused
on R&D activities with long lead-time to
incremental revenues, we may from time to
time see investment opportunities that have
strategic importance. This generally affects
the operating expenses before sales reflect
a return on those investments.
Targets and priorities
Nokia expects Nokia Technologies’ net sales
to grow on a year-on-year basis for the full
year 2015, excluding potential amounts
related to the expected resolution of the
arbitration with Samsung. Also, Nokia expects
Nokia Technologies’ operating expenses,
excluding special items and purchase
price accounting related items, to increase
meaningfully on a year-on-year basis for the
full year 2015. More specifically, Nokia expects
Nokia Technologies’ quarterly operating
expenses, excluding special items and
purchase price accounting related items,
in 2015 to be approximately in-line with
the fourth quarter 2014 level. This is related
to higher investments in licensing activities,
licensable technologies, and business
enablers including go-to-market capabilities,
which target new and significant long-term
growth opportunities.
Trends affecting our businesses
Exchange rates
Nokia is a company with global operations and
net sales derived from various countries and
invoiced in various currencies. Therefore,
our business and results from operations
are exposed to changes in exchange rates
between the euro, our reporting currency,
and other currencies, such as the US dollar,
Japanese yen and the Chinese yuan. The
magnitude of foreign exchange exposures
changes over time as a function of our net
sales and costs in different markets, as well as
the prevalent currencies used for transactions
in those markets. Refer also to “General Facts
on Nokia—Selected financial data—Exchange
rate data” below.
To mitigate the impact of changes in
exchange rates on our results, we hedge
material net foreign exchange exposures
(net sales less costs in a currency). We hedge
forecasted net cash flows typically with up to
12-month hedging horizon. For the majority
of these hedges, hedge accounting is applied
to reduce income statement volatility.
In 2014, approximately 30% of Continuing
operations net sales and approximately 35%
of Nokia’s continuing operations costs were
denominated in euro. In 2014, approximately
30% of Nokia’s continuing operations net
sales were denominated in US dollar and
approximately 10% each were denominated
in Japanese yen, and in Chinese yuan.
During 2014, the US dollar appreciated
against the euro and this had a positive
impact on our net sales expressed in euros.
However, the stronger US dollar also
contributed to higher cost of sales and
operating expenses, as approximately 30% of
our total cost base was in US dollars. In total,
before hedging, the appreciation of the US
dollar had a small positive effect on our
operating profit in 2014.
During 2014, the Japanese yen depreciated
against the euro and this had a negative
impact on our net sales expressed in euros.
However, the weaker Japanese yen also
contributed to lower cost of sales and
operating expenses, as approximately 5%
of Nokia’s continuing operations total costs
were denominated in Japanese yen. In total,
before hedging, the depreciation of the
Japanese yen had a small negative effect
on our operating profit in 2014.
During 2014, the Chinese yuan appreciated
against the euro and this had a positive
impact on our net sales expressed in euros.
However, the stronger Chinese yuan also
contributed to higher cost of sales and
operating expenses, as approximately 10%
of Nokia’s continuing operations total costs
were denominated in Chinese yuan. In total,
before hedging, the appreciation of the
Chinese yuan had a small negative effect
on our operating profit in 2014.
Significant changes in exchange rates may
also impact our competitive position and
related price pressures through their impact
on our competitors.
For a discussion on the instruments used
by Nokia in connection with our hedging
activities, refer to Note 35, Risk management,
of our consolidated financial statements
included in this annual report. Refer also
to “Board review—Risk Factors—Risks relating
to Nokia”.
NOKIA IN 2014
43
Business overview Board review
44
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NOKIA IN 2014
NOKIA IN 2014
Collaborative Contents
Results of operations
Continuing operations
Discontinued operations
Results of segments
Nokia Networks
HERE
Nokia Technologies
Group Common Functions
Liquidity and capital resources
Financial position
Cash flow
Financial assets and debt
Capital structure optimization program
Structured finance
Venture fund investments and commitments
Main events in 2014
Nokia Corporation and Group highlights
Nokia Networks operating highlights
HERE operating highlights
Nokia Technologies operating highlights
47
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52
54
54
59
62
63
64
64
64
64
65
65
65
66
66
67
68
69
Board of Directors and management
Sustainability and corporate responsibility at Nokia
Respecting people in everything we do
Protecting the environment
Improving people’s lives with technology
Making change happen together
Reporting on our performance
Employees
Shares and share capital
Dividend
Nokia’s outlook
Risk factors
Risks relating to Nokia
Risks related specifically to Nokia Networks
Risks related specifically to HERE
Risks related specifically to Nokia Technologies
70
72
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72
73
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73
73
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NOKIA IN 2014
NOKIA IN 2014
45
CollaborativeBoard review
Board review
The year 2014 was one of transformation for
Nokia, and an opportunity to take our first steps
as a reinvented company following the sale
of substantially all of our Devices & Services
business in April.
Perspective is everything when planning
for the future. Time and again, Nokia
has proven itself a “serial transformer”
throughout its 150-year history, and
2014 marked the latest chapter in our
story of change. Once again we are
headed in an exciting new direction with
significant opportunities for shareholder
value creation, focused squarely on
winning in a Programmable World.
The Board invested a great deal of time
and thought into the vision of where we
wanted to be, a strategy of how to get
there and the appropriate leadership
needed to execute that strategy.
After a thorough search process, the
Board appointed Rajeev Suri as the new
President and CEO of Nokia as of May 1,
2014, and appointed a new Group
Leadership Team. The Board also
decided on a new Nokia strategy and
a EUR 5 billion program to optimize
Nokia’s capital structure, including the
recommencement of dividend payments
and a plan to repurchase Nokia shares. All
of this was announced on April 29, 2014,
and at the Annual General Meeting in
June the Board was strengthened with
networks industry expertise.
46
NOKIA IN 2014
Results of operations
The financial data included in this “Board review” section at and for the
year ended December 31, 2013 and 2014 and for each of the years in
the three-year period ended December 31, 2014 has been derived
from our audited consolidated financial statements included in this
annual report. The financial data at December 31, 2013 and 2014 and
for each of the years in the three-year period ended December 31,
2014 should be read in conjunction with, and are qualified in
their entirety by reference to, our audited consolidated financial
statements.
Continuing operations
For the year ended December 31, 2014 compared to the year ended December 31, 2013
The following table sets forth selective line items and the percentage of net sales that they represent for the years indicated.
For the year ended December 31
Net sales
Cost of sales
Gross profit
Research and development expenses
Selling, general and administrative expenses
Impairment of goodwill
Other income and expenses
Operating profit
Net sales
Continuing operations’ net sales in 2014 were EUR 12 732 million,
an increase of EUR 23 million compared to EUR 12 709 million in 2013.
The increase in Continuing operations’ net sales was primarily
attributable to higher net sales in HERE and Nokia Technologies.
The increase was partially offset by a slight decrease in net sales
in Nokia Networks.
The increase in net sales in HERE was primarily attributable to higher
sales to vehicle customers and Microsoft becoming a more significant
licensee of HERE’s services. The increase in net sales in Nokia
Technologies was primarily attributable to higher intellectual property
licensing income from certain licensees, including Microsoft becoming
a more significant intellectual property licensee in conjunction with the
Sale of the D&S Business. The slight decrease in net sales in Nokia
Networks was primarily attributable to a decrease in net sales in Global
Services, as well as the absence of sales from businesses that were
divested and certain customer contracts and countries that were
exited in 2013. The decrease in net sales in Global Services was
partially offset by an increase in net sales in Mobile Broadband.
2014
EURm % of net sales
2013
EURm % of net sales
Year-on-year
change %
12 732
(7 094)
5 638
(2 493)
(1 634)
(1 209)
(132)
170
100.0
(55.7)
44.3
(19.6)
(12.8)
(9.5)
(1.0)
1.3
12 709
(7 364)
5 345
(2 619)
(1 671)
–
(536)
519
100.0
(57.9)
42.1
(20.6)
(13.1)
–
(4.2)
4.1
0
(4)
6
(5)
(2)
(75)
(67)
The following table sets forth the distribution by geographical area of
net sales for the years indicated.
For the year ended December 31
Europe(1)
Middle East & Africa
Greater China
Asia-Pacific
North America
Latin America
Total
2014
EURm
3 886
1 100
1 410
3 364
1 919
1 053
12 732
2013
EURm
3 940
1 169
1 201
3 428
1 656
1 315
12 709
Year-on-year
change %
(1)
(6)
17
(2)
16
(20)
0
(1) All Nokia Technologies net sales are allocated to Finland.
Refer to “Results of segments—Nokia Networks” for the main changes in the regional net sales.
Gross margin
Gross margin for Continuing operations in 2014 was 44.3% compared
to 42.1% in 2013. The increase in Continuing operations gross margin
was primarily attributable to the increase in gross margin in Nokia
Networks. The increase was partially offset by a decrease in gross
margin in HERE.
The increase in gross margin in Nokia Networks was primarily
attributable to a higher proportion of Mobile Broadband in the
overall sales mix and an increase in gross margin in Global Services
was partially offset by a slight decrease in gross margin in Mobile
Broadband. The decrease in gross margin in HERE was primarily due
to certain ongoing expenses that had been previously borne by our
former Devices & Services business.
NOKIA IN 2014
47
Board review Results of operations continued
Operating expenses
Our R&D expenses for Continuing operations in 2014 were EUR 2 493
million, a decrease of EUR 126 million, or 5%, compared to EUR 2 619
million in 2013. R&D expenses represented 19.6% of our net sales
in 2014 compared to 20.6% in 2013. The decrease in R&D expenses
was primarily attributable to the decrease in R&D expenses in HERE
and Nokia Networks, partially offset by higher R&D expenses in
Nokia Technologies.
The decrease in R&D expenses in HERE was primarily attributable to
significant purchase price accounting related items of EUR 168 million
in 2013 arising from the purchase of NAVTEQ, the majority of which
were fully amortized in 2013. The decrease in R&D expenses in Nokia
Networks was primarily attributable to lower subcontracting costs,
partially offset by higher investments in targeted growth areas,
most notably LTE, small cells and Telco Cloud. The increase in R&D
expenses in Nokia Technologies was primarily attributable to
investments in business activities, such as the Technology and Brand
licensing opportunities, which target new and significant long-term
growth opportunities.
R&D expenses included purchase price accounting related items of
EUR 36 million in 2014 compared to EUR 188 million in 2013. In 2014,
R&D expenses included EUR 23 million of transaction related
personnel costs related to the Sale of the D&S Business compared
to EUR 15 million in 2013.
Our selling, general and administrative expenses for Continuing
operations in 2014 were EUR 1 634 million, a decrease of
EUR 37 million, or 2%, compared to EUR 1 671 million in 2013. Selling,
general and administrative expenses represented 12.8% of our net
sales in 2014 compared to 13.1% in 2013. The decrease in selling,
general and administrative expenses was primarily attributable to
the decrease in selling, general and administrative expenses in Nokia
Networks. The decrease was partially offset by an increase in selling,
general and administrative expenses in Group Common Functions
and Nokia Technologies.
The decrease in selling, general and administrative expenses in Nokia
Networks was primarily attributable to structural cost savings from
Nokia Networks’ global restructuring program. The increase in selling,
general and administrative expenses in Group Common Functions
was primarily attributable to transaction related costs resulting from
the Sale of the D&S Business. The increase in selling, general and
administrative expenses in Nokia Technologies was primarily
attributable to increased activities related to anticipated and
ongoing patent licensing cases.
Selling, general and administrative expenses included purchase
price accounting items of EUR 40 million in 2014 compared to
EUR 93 million in 2013. In 2014, selling, general and administrative
expenses included EUR 31 million of transaction related costs related
to the Sale of the D&S Business.
A goodwill impairment charge of EUR 1 209 million was recorded in the
third quarter 2014. Refer to Note 10, Impairment, of our consolidated
financial statements included in this annual report.
Other income and expenses for Continuing operations in 2014 was a
net expense of EUR 132 million, a decrease of EUR 404 million, or 75%,
compared to a net expense of EUR 536 million in 2013. The decrease
in other income and expenses was primarily attributable to lower
restructuring and associated charges at Nokia Networks, partially
offset by lower other income in Group Common Functions. In 2014,
other income and expenses included restructuring and associated
charges of EUR 57 million at Nokia Networks, charges related to the
HERE cost reduction program of EUR 36 million and anticipated
contractual remediation costs of EUR 31 million at Nokia Networks.
In 2013, other income and expenses included restructuring and
associated charges of EUR 602 million, and transaction related costs
of EUR 18 million related to the Sale of the D&S Business.
Operating profit/loss
Our operating profit for Continuing operations in 2014 was
EUR 170 million, a decrease of EUR 349 million, or 67%, compared
to an operating profit of EUR 519 million in 2013. The decrease in
operating profit was primarily attributable to the goodwill impairment
charge relating to HERE and the higher expenses in Group Common
Functions. The decrease was partially offset by an increase in operating
profit in Nokia Networks and Nokia Technologies. Our operating profit
in 2014 included a EUR 1 209 million goodwill impairment charge
relating to HERE. In addition, it included purchase price accounting
items, restructuring charges and other special items of EUR 253 million
compared to EUR 917 million in 2013. Our operating margin in 2014
was 1.3% compared to 4.1% in 2013.
Net financial income and expenses
Financial income and expenses for Continuing operations was a net
expense of EUR 395 million in 2014 compared to a net expense of
EUR 280 million in 2013, an increase of EUR 115 million, or 41%.
The higher net financial expense in 2014 was primarily attributable
to EUR 123 million of one-time expense related to the redemption of
materially all of Nokia Networks’ borrowings, and a non-cash charge of
EUR 57 million related to the repayment of EUR 1.5 billion convertible
bonds issued to Microsoft in the second quarter 2014. These charges
were partially offset by reduced interest expenses during the second
half of the year and lower net losses related to foreign exchange.
Refer to “ —Liquidity and capital resources” below.
48
NOKIA IN 2014
Profit/loss before taxes
Continuing operations loss before tax in 2014 was a loss of
EUR 237 million, a decrease of EUR 480 million compared to a profit
before tax of EUR 243 million in 2013.
Income tax
Income taxes for Continuing operations amounted to a net benefit of
EUR 1 408 million in 2014, a change of EUR 1 610 million compared to
a net expense of EUR 202 million in 2013. The net income tax benefit
was primarily attributable to the recognition of EUR 2 126 million of
deferred tax assets from the reassessment of recoverability of tax
assets in Finland and Germany in 2014. This resulted in a EUR 2 034
million non-cash tax benefit in the third quarter 2014. Based on recent
profitability and forecasts at that time, we were able to re-establish a
pattern of sufficient profitability in Finland and Germany to utilize the
cumulative losses, foreign tax credits and other temporary differences.
A significant portion of our Finnish and German deferred tax assets are
indefinite in nature and available against future Finnish and German
tax liabilities. The EUR 2 034 million non-cash tax benefit was partially
offset by the recognition of a net expense of EUR 341 million in
valuation allowances related to HERE’s Dutch deferred tax assets in
2014. Refer to Note 13, Income Tax and Note 14, Deferred taxes, of
our consolidated financial statements included in this annual report.
Our current tax for Continuing operations was an income tax expense
of EUR 374 million for the year ended December 31, 2014, compared
to EUR 354 million for the year ended December 31, 2013. Refer to
Note 13, Income taxes, of our consolidated financial statements
included in this annual report.
Non-controlling interests
Profit for Continuing operations attributable to non-controlling
interests in 2014 was EUR 8 million, an increase of EUR 153 million
compared to a loss attributable to non-controlling interests of
EUR 145 million for 2013. The change was primarily attributable to
our acquisition of Siemens’ stake in Nokia Networks (formerly Nokia
Siemens Networks) in August 2013, which significantly reduced the
non-controlling interests in that business.
Profit/loss attributable to equity holders of the parent
and earnings per share
Nokia Group’s total profit attributable to equity holders of the parent
in 2014 was EUR 3 462 million, an increase of EUR 4 077 million,
compared to a loss of EUR 615 million in 2013. This included a gain
of EUR 3 175 million from the Sale of the D&S Business. Continuing
operations generated a profit attributable to equity holders of the
parent in 2014, amounting to EUR 1 163 million compared to a profit
of EUR 186 million in 2013. Nokia Group’s total basic earnings per
share in 2014 increased to EUR 0.94 (basic) and EUR 0.85 (diluted)
compared to EUR (0.17) (basic) and EUR (0.17) (diluted) in 2013.
From Continuing operations, earnings per share in 2014 increased to
EUR 0.31 (basic) and EUR 0.30 (diluted) compared to EUR 0.05 (basic)
and EUR 0.05 (diluted) in 2013.
For the year ended December 31, 2013 compared to the year ended December 31, 2012
The following table sets forth selective line items and the percentage of net sales that they represent for years indicated.
For the year ended December 31
Net sales
Cost of sales
Gross profit
Research and development expenses
Selling and marketing expenses
Administrative and general expenses
Other income and expenses
Operating profit/(loss)
2013
EURm % of net sales
2012
EURm % of net sales
Year-on-year
change %
12 709
(7 364)
5 345
(2 619)
(974)
(697)
(536)
519
100.0
(57.9)
42.1
(20.6)
(7.7)
(5.5)
(4.2)
4.1
15 400
(9 841)
5 559
(3 081)
(1 372)
(690)
(1 237)
(821)
100.0
(63.9)
36.1
(20.0)
(8.9)
(4.5)
(8.0)
(5.3)
(17)
(25)
(4)
(15)
(29)
(1)
(57)
163
NOKIA IN 2014
49
Board review Results of operations continued
Net sales
Continuing operations’ net sales declined by 17% to EUR 12 709
million in 2013 compared with EUR 15 400 million in 2012. The decline
in Continuing operations’ net sales in 2013 was primarily due to lower
Nokia Networks and HERE net sales. The decline in Nokia Networks’ net
sales was partially due to divestments of businesses not consistent
with its strategic focus, as well as the exiting of certain customer
contracts and countries. Excluding these two factors, Nokia Networks’
net sales in 2013 declined by approximately 13% primarily due to
reduced wireless infrastructure deployment activity, which affected
both Global Services and Mobile Broadband. The decline in HERE
net sales was primarily due to a decline in internal* HERE net sales
due to lower recognition of deferred revenue related to our
smartphone sales, partially offset by an increase in external HERE
net sales due to higher sales to vehicle customers. Additionally,
Nokia Networks’ and HERE net sales were adversely affected by
foreign currency fluctuations.
The following table sets forth the distribution by geographical area
of our net sales for the fiscal years 2013 and 2012.
For the year ended December 31
Europe(1)
Middle East & Africa
Greater China
Asia-Pacific
North America
Latin America
Total
2013
EURm
3 940
1 169
1 201
3 428
1 656
1 315
12 709
2012
EURm
4 892
1 362
1 341
4 429
1 628
1 748
15 400
Year-on-year
change %
(19)
(14)
(10)
(23)
2
(25)
(17)
(1) All Nokia Technologies net sales are allocated to Finland.
*
HERE internal sales refers to sales that HERE had to our Discontinued operations (formerly
Devices & Services business) that used certain HERE services in its mobile devices. After the
closing of the Sale of the D&S Business, HERE no longer generates such internal sales, however,
it will continue to recognize deferred revenue related to this business for up to 24 months after
the closing of the Sale of the D&S Business. As part of the Sale of the D&S Business, Microsoft
will become a strategic licensee of the HERE platform, and will separately pay HERE for a
four-year license that will be recognized ratably as external net sales.
Gross margin
Gross margin for Continuing operations in 2013 was 42.1%, compared
to 36.1% in 2012. The increase in 2013 was primarily due to a higher
Nokia Networks’ gross margin. Nokia Networks’ gross margin increased
primarily due to improved efficiency in Global Services, an improved
product mix with a greater share of higher margin products, and the
divestment of less profitable businesses.
Operating expenses
Our R&D expenses were EUR 2 619 million in 2013, compared to
EUR 3 081 million in 2012. R&D expenses represented 20.6% of
our net sales in 2013, compared to 20.0% in 2012. R&D expenses
included purchase price accounting items of EUR 188 million in 2013,
compared to EUR 375 million in 2012. The decrease was primarily
due to lower amortization of acquired intangible assets within HERE.
In addition, it included EUR 15 million of transaction related costs,
related to the Sale of the D&S Business.
In 2013, our selling and marketing expenses were EUR 974 million,
compared to EUR 1 372 million in 2012. Selling and marketing
expenses represented 7.7% of our net sales in 2013 compared to
8.9% in 2012. The decrease in selling and marketing expenses was due
to lower purchase price accounting items and generally lower expenses
in Nokia Networks and HERE. Selling and marketing expenses included
purchase price accounting items of EUR 93 million in 2013 compared
to EUR 313 million in 2012. The decrease was primarily due to items
arising from the formation of Nokia Networks becoming fully
amortized at the end of the first quarter of 2013.
Administrative and general expenses were EUR 697 million in 2013,
compared to EUR 690 million in 2012. Administrative and general
expenses were equal to 5.5% of our net sales in 2013 compared to
4.5% in 2012. The increase in administrative and general expenses
as a percentage of net sales reflected a decline in net sales in 2013.
Administrative and general expenses did not include purchase price
accounting items in either 2013 or 2012.
Other income and expenses was a net expense of EUR 536 million
in 2013, compared to a net expense of EUR 1 237 million in 2012.
In 2013, other income and expenses included restructuring charges of
EUR 602 million, as well as transaction related costs of EUR 18 million
related to the Sale of the D&S Business. In 2012, other income and
expenses included restructuring charges of EUR 1 265 million,
including EUR 42 million related to country and contract exits,
impairments of assets of EUR 2 million, a negative adjustment of
EUR 4 million to purchase price allocations related to the final payment
from Motorola as well as amortization of acquired intangible assets of
EUR 23 million and a net gain on sale of real estate of EUR 79 million.
50
NOKIA IN 2014
Operating profit/loss
Our 2013 operating profit was EUR 519 million, compared with an
operating loss of EUR 821 million in 2012. The increased operating
profit resulted primarily from lower restructuring charges and
purchase price accounting items in general and an increase in the
operating performance of our Nokia Networks and HERE businesses.
Our operating profit in 2013 included purchase price accounting
items, restructuring charges and other special items of net negative
EUR 917 million compared to net negative EUR 1 963 million in 2012.
Our 2013 operating margin was positive 4.1% compared to negative
5.3% in 2012. The improvement was primarily due to an increase in
our gross margin and lower expenses in other income and expenses.
Net financial income and expenses
Financial income and expenses, net, was an expense of EUR 280 million
in 2013 compared to an expense of EUR 357 million in 2012.
The lower net expense in 2013 was primarily driven by lower foreign
exchange losses.
Refer to “—Liquidity and capital resources” below.
Profit/loss before taxes
Continuing operations’ profit before tax was EUR 243 million in 2013,
compared to a loss of EUR 1 179 million in 2012. Taxes amounted to
EUR 202 million in 2013 and EUR 304 million in 2012.
Non-controlling interests
Loss attributable to non-controlling interests from Continuing
operations totaled EUR 145 million in 2013, compared with a loss
attributable to non-controlling interests of EUR 712 million in 2012.
This change was primarily due to an improvement in Nokia Networks
results and our acquisition of Siemens’ stake in Nokia Networks.
Profit/loss attributable to equity holders of the parent
and earnings per share
Nokia Group’s total loss attributable to equity holders of the parent
in 2013 amounted to EUR 615 million, compared with a loss of
EUR 3 105 million in 2012. Continuing operations generated a profit
attributable to equity holders of the parent in 2013, amounting to
EUR 186 million, compared with a loss of EUR 771 million in 2012.
Nokia Group’s total earnings per share in 2013 increased to EUR (0.17)
(basic) and EUR (0.17) (diluted), compared with EUR (0.84) (basic) and
EUR (0.84) (diluted) in 2012. From Continuing operations, earnings per
share in 2013 increased to EUR 0.05 (basic) and EUR 0.05 (diluted),
compared with EUR (0.21) (basic) and EUR (0.21) (diluted) in 2012.
NOKIA IN 2014
51
Board review Results of operations continued
Discontinued operations
For the year ended December 31, 2014 compared to the year ended December 31, 2013
As the Sale of the D&S Business closed on April 25, 2014, the financial results of the Discontinued operations in 2014 are not comparable to the
financial results of the Discontinued operations in 2013.
The following table sets forth selective line items and the percentage of net sales that they represent for years indicated.
For the year ended December 31
Net sales
Cost of sales
Gross profit
Research and development expenses
Selling, general and administrative expenses
Gain from the Sale of the D&S Business
Other income and expenses
Operating loss
2014(1)
EURm % of net sales
2013
EURm % of net sales
Year-on-year
change %
2 458
(2 086)
372
(354)
(447)
3 175
(107)
2 639
100.0
(84.9)
15.1
(14.4)
(18.2)
129.2
(4.4)
107.4
10 735
(8 526)
2 209
(1 130)
(1 560)
–
(109)
(590)
100.0
(79.4)
20.6
(10.5)
(14.5)
–
(1.0)
(5.5)
(77)
(76)
(83)
(69)
(71)
(2)
547
(1) Represents the results of the Devices & Services business through to April 25, 2014, the gain on the Sale of the D&S Business and subsequent wind-down activities. Refer to Note 3, Disposals treated
as discontinued operations, of our consolidated financial statements included in this annual report.
Net sales
Discontinued operations net sales for the period ended April 25, 2014
were EUR 2 458 million, a decrease of EUR 8 277 million, or 77%,
compared to EUR 10 735 million in 2013.
Gross margin
Discontinued operations gross margin decreased to 15.1% for the
period ended April 25, 2014 compared to a gross margin of 20.6%
in 2013. The decrease in gross margin was primarily attributable to
a decrease in gross margin in both Smart Devices and Mobile Phones.
Operating expenses
Discontinued operations operating expenses were EUR 908 million
for the period ended April 25, 2014, a decrease of EUR 1 891 million,
or 68%, compared to EUR 2 799 million in 2013.
Operating profit/loss
Discontinued operations operating profit for the period ended
April 25, 2014 was EUR 2 639 million, an increase of EUR 3 229 million,
compared to an operating loss of EUR 590 million in 2013. The
increase in discontinued operations operating profit in 2014 was
primarily attributable to the gain of EUR 3 175 million from the Sale
of the D&S Business.
Profit/loss for the period
Discontinued operations profit for the period ended April 25, 2014
was EUR 2 305 million, an increase of EUR 3 085 million compared
to a loss of EUR 780 million in 2013.
The increase in Discontinued operations profit for the period ended
April 25, 2014 was primarily attributable to the gain of EUR 3 175
million from the Sale of the D&S Business. The increase was partially
offset by a tax expense of EUR 127 million primarily due to non-resident
capital gains taxes in certain jurisdictions, as well as tax impacts of
legal entity restructuring carried out in connection with the Sale of
the D&S Business. Refer to Note 3, Disposals treated as discontinued
operations, of our consolidated financial statements included in this
annual report.
52
NOKIA IN 2014
For the year ended December 31, 2013 compared to the year ended December 31, 2012
The following table sets forth selective line items and the percentage of net sales that they represent for years indicated.
For the year ended December 31
Net sales
Cost of sales
Gross profit
Research and development expenses
Selling and marketing expenses
Administrative and general expenses
Other income and expenses
Operating loss
Net sales
Discontinued operations net sales decreased by 29% to
EUR 10 735 million compared to EUR 15 152 million in 2012. The
decline in discontinued operations net sales in 2013 was primarily due
to lower Mobile Phones net sales and, to a lesser extent, lower Smart
Devices net sales. The decline in Mobile Phones net sales was due to
lower volumes and average selling prices, affected by competitive
industry dynamics, including intense smartphone competition at
increasingly lower price points and intense competition at the low end
of our product portfolio. The decline in Smart Devices net sales was
primarily due to lower volumes, affected by competitive industry
dynamics, including the strong momentum of competing smartphone
platforms, as well as our portfolio transition from Symbian products
to Lumia products.
The following table sets forth the distribution by geographical area
of our net sales for the fiscal years 2013 and 2012.
For the year ended December 31
Europe
Middle East & Africa
Greater China
Asia-Pacific
North America
Latin America
Total
2013
EURm
3 266
1 689
816
2 691
623
1 650
10 735
2012
EURm
4 498
2 712
1 519
3 655
532
2 236
15 152
Year-on-year
change %
(27)
(38)
(46)
(26)
17
(26)
(29)
2013
EURm % of net sales
2012
EURm % of net sales
Year-on-year
change %
10 735
(8 526)
2 209
(1 130)
(1 345)
(215)
(109)
(590)
100.0
(79.4)
20.6
(10.5)
(12.5)
(2.0)
(1.0)
(5.5)
15 152
(12 320)
2 832
(1 658)
(1 857)
(286)
(510)
(1 479)
100.0
(81.3)
18.7
(10.9)
(12.3)
(1.9)
(3.4)
(9.8)
(29)
(31)
(22)
(32)
(28)
(25)
(79)
(60)
Gross margin
Discontinued operations gross margin improved to 20.6% in 2013
compared to 18.7% in 2012. The increase in gross margin in 2013 was
primarily due to a higher Smart Devices gross margin, partially offset
by slightly lower Mobile Phones gross margin. The increase in Smart
Devices gross margin was primarily due to lower inventory related
allowances, which adversely affected Smart Devices gross margin
in 2012.
Operating expenses
Discontinued operations operating expenses were EUR 2 799 million
in 2013, compared to EUR 4 311 million in 2012. The 35% decrease
in 2013 was due to lower Mobile Phones and Smart Devices operating
expenses, primarily due to structural cost savings, as well as overall
cost controls.
Operating profit/loss
Discontinued operations operating margin improved to negative 5.5%
in 2013 compared to negative 9.8% in 2012. The improvement was
primarily due to structural cost savings, as well as overall cost controls,
and a higher gross margin.
NOKIA IN 2014
53
Board review Results of segments
Nokia Networks
For the year ended December 31, 2014 compared to the year ended December 31, 2013
The following table sets forth selective line items and the percentage of net sales that they represent for the years indicated.
For the year ended December 31
Net sales
Cost of Sales
Gross profit
Research and development expenses
Selling, general and administrative expenses
Other income and expenses
Operating profit
Segment information
For the year ended December 31
EURm
2014
Net sales
Costs and expenses
Other income and expenses
Operating profit/(loss)
% of net sales
2013
Net sales
Costs and expenses
Other income and expenses
Operating profit/(loss)
% of net sales
2014
EURm % of net sales
2013
EURm % of net sales
Year-on-year
change %
11 198
(6 862)
4 336
(1 786)
(1 236)
(104)
1 210
100.0
(61.3)
38.7
(15.9)
(11.0)
(0.9)
10.8
11 282
(7 148)
4 134
(1 822)
(1 310)
(582)
420
100.0
(63.4)
36.6
(16.1)
(11.6)
(5.2)
3.7
(1)
(4)
5
(2)
(6)
(82)
188
Mobile
Broadband
Global
Services
Nokia Networks
Other
Nokia Networks
Total
6 039
(5 346)
(10)
683
11.3
5 347
(4 927)
–
420
7.9
5 105
(4 442)
(10)
653
12.8
5 753
(5 060)
–
693
12.0
54
(96)
(84)
(126)
(233.3)
182
(295)
(580)
(693)
(380.8)
11 198
(9 884)
(104)
1 210
10.8
11 282
(10 282)
(580)
420
3.7
Nokia Networks Other includes net sales and related cost of sales and operating expenses of non-core businesses, IPR net sales and related costs, as well as Nokia Networks’ Optical business until May 6,
2013, when its divestment was completed. It also includes restructuring and associated charges for Nokia Networks business.
Refer to Note 2, Segment information, of our consolidated financial statements included in this annual report.
54
NOKIA IN 2014
Net sales
Nokia Networks’ net sales in 2014 were EUR 11 198 million, a decrease
of EUR 84 million, or 1%, compared to EUR 11 282 million in 2013.
The decrease in Nokia Networks net sales was primarily attributable to
a decrease in Global Services net sales, and the absence of sales from
businesses that were divested and certain customer contracts and
countries that were exited in 2013. The decrease was partly offset by
an increase in Mobile Broadband net sales.
Mobile Broadband net sales increased to EUR 6 039 million in 2014,
or 13% compared to EUR 5 347 million in 2013. The increase was
primarily attributable to an increase in net sales in radio and core
networking technologies. The increase in radio technologies net sales
was primarily attributable to growth in LTE. The increase was partially
offset by a decrease in net sales in mature radio technologies.
Global Services net sales decreased to EUR 5 105 million in 2014,
or 11%, compared to EUR 5 753 million in 2013. The decrease
was primarily attributable to decreases in net sales in network
implementation, managed services including the exiting of certain
customer contracts and countries, as well as a decrease in the care
business line. The decrease was partially offset by an increase in net
sales in the systems integration business line.
The following table sets forth the distribution by geographical area
of our net sales for the years indicated.
For the year ended December 31
Europe
Middle East & Africa
Greater China
Asia-Pacific
North America
Latin America
Total
2014
EURm
2 929
1 053
1 380
3 289
1 538
1 009
11 198
2013
EURm
3 041
1 111
1 185
3 354
1 334
1 257
11 282
Year-on-year
change %
(4)
(5)
16
(2)
15
(20)
(1)
Nokia Networks net sales in Latin America decreased 20% in 2014
compared to 2013 primarily due to the exiting of certain customer
contracts and lower network deployments in Brazil, Chile and Mexico.
In Europe, net sales decreased 4% primarily due to lower network
deployments in Western Europe, partially offset by higher network
deployments in Eastern Europe. In Asia-Pacific, net sales decreased
2% primarily due to lower network deployments in Japan, partially
offset by higher network deployments in India and Korea. In the
Middle East and Africa, net sales decreased 5% primarily due to lower
network deployments. In Greater China, net sales increased 16%
primarily due to higher LTE network deployments. In North America,
net sales increased 15% primarily due to LTE network deployments
at major customers.
Gross margin
Nokia Networks gross margin in 2014 was 38.7%, compared to 36.6%
in 2013. The increase in Nokia Networks gross margin was primarily
attributable to a higher proportion of Mobile Broadband in the overall
sales mix and an increase in the gross margin of Global Services, partly
offset by a slight decrease in the gross margin of Mobile Broadband.
The decrease in the gross margin of Mobile Broadband was primarily
attributable to a lower gross margin in mature radio technologies. The
decrease was partially offset by a higher gross margin in LTE and core
networking technologies. In addition, Mobile Broadband gross margin
in 2014 benefitted from lower costs incurred in anticipation of a
technology shift to TD-LTE, which adversely affected the gross margin
of Mobile Broadband in 2013.
The increase in the gross margin of Global Services was primarily
attributable to a more favorable sales mix including a lower proportion
of managed services and a higher proportion of systems integration in
the sales mix, as well as margin improvement in systems integration.
The increase was partially offset by lower gross margin in care,
network implementation and network planning and optimization.
Operating expenses
Nokia Networks R&D expenses were EUR 1 786 million in 2014, a
decrease of EUR 36 million, or 2%, compared to EUR 1 822 million in
2013. The decrease was primarily attributable to lower subcontracting
costs. The decrease was partially offset by headcount increases mainly
related to increased in-house activities. Nokia Networks continues
to invest in targeted growth areas, most notably LTE, small cells and
Telco Cloud, while reducing investments in mature technologies.
Nokia Networks selling, general and administrative expenses were
EUR 1 236 million in 2014, a decrease of EUR 74 million, or 6%,
compared to EUR 1 310 million in 2013. The decrease was primarily
attributable to structural cost savings from Nokia Networks’ global
restructuring program. The decrease was partially offset by headcount
increases related to an increased focus on growth.
Nokia Networks other income and expenses decreased in 2014 to an
expense of EUR 104 million from an expense of EUR 582 million in
2013. In 2014, other income and expenses included restructuring
and associated charges of EUR 57 million and anticipated contractual
remediation costs of EUR 31 million. In 2013, other income and
expenses included restructuring and associated charges of
EUR 570 million.
NOKIA IN 2014
55
Board review Results of segments continued
Operating profit/loss
Nokia Networks operating profit was EUR 1 210 million in 2014,
an increase of EUR 790 million compared to an operating profit of
EUR 420 million in 2013. Nokia Networks operating margin in 2014
was 10.8% compared to 3.7% in 2013. The increase in operating
profit was primarily attributable to an increase in operating profit
in Mobile Broadband. The increase was partially offset by a decrease
in operating profit in Global Services.
Mobile Broadband operating profit increased from EUR 420 million
in 2013 to EUR 683 million in 2014. The increase in operating profit
was attributable to higher gross profit.
Global Services operating profit decreased from EUR 693 million in
2013 to EUR 653 million in 2014. The decrease in operating profit
was primarily attributable to lower gross profit. The decrease was
partially offset by lower operating expenses.
Strategy and restructuring program
In November 2011, Nokia Networks announced its strategy to focus
on mobile broadband and related services, and also launched an
extensive global restructuring program, targeting a reduction of its
annualized operating expenses and production overhead, excluding
special items and purchase price accounting related items, by
EUR 1 billion by the end of 2013, compared to the end of 2011.
In January 2013, this target was raised to EUR 1.5 billion, and in July
2013 this target was further raised to “more than EUR 1.5 billion”.
While these savings were expected to come largely from organizational
streamlining, the program also targeted areas such as real estate,
information technology, product and service procurement costs,
overall general and administrative expenses, and a significant
reduction of suppliers in order to further lower costs and improve
quality. In 2013, Nokia Networks achieved its target to reduce
operating expenses and production overhead, excluding special items
and purchase price accounting items, by more than EUR 1.5 billion
by the end of 2013, compared to the end of 2011.
In 2014, Nokia Networks recognized restructuring and associated
charges of EUR 57 million related to this restructuring program,
resulting in cumulative charges of approximately EUR 1 900 million.
By the end of 2014, Nokia Networks had cumulative restructuring
related cash outflows of approximately EUR 1 550 million relating to
this restructuring program. Nokia Networks expects the remaining
restructuring related cash outflows relating to this restructuring
program to be approximately EUR 200 million, the majority of
which will be paid over the next two years.
For the year ended December 31, 2013 compared to the year ended December 31, 2012
The following table sets forth selective line items and the percentage of net sales that they represent for years indicated.
For the year ended December 31
Net sales
Cost of sales
Gross profit
Research and development expenses
Selling and marketing expenses
Administrative and general expenses
Other income and expenses
Operating profit/(loss)
2013
EURm % of net sales
2012
EURm % of net sales
Year-on-year
change %
11 282
(7 148)
4 134
(1 822)
(821)
(489)
(582)
420
100.0
(63.4)
36.6
(16.1)
(7.3)
(4.3)
(5.2)
3.7
13 779
(9 610)
4 169
(2 046)
(1 158)
(470)
(1 290)
(795)
100.0
(69.7)
30.3
(14.8)
(8.4)
(3.4)
(9.4)
(5.8)
(18)
(26)
(1)
(11)
(29)
4
(55)
153
56
NOKIA IN 2014
Segment information
For the year ended December 31
EURm
2013
Net sales
Contribution
% of net sales
Operating profit
% of net sales
2012
Net sales
Contribution
% of net sales
Operating loss
% of net sales
Mobile
Broadband
Global
Services
Nokia
Networks
Other
Nokia
Networks
Total
5 347
420
7.9
6 043
490
8.1
5 753
693
12.0
6 929
334
4.8
182
11 282
(693)
(381.9)
807
(1 619)
(200.6)
–
420
3.7
13 779
–
(795)
(5.8)
Nokia Networks Other includes net sales and related cost of sales and operating expenses of non-core businesses, IPR net sales and related costs, as well as Nokia Networks’ Optical business until May 6,
2013, when its divestment was completed. It also includes restructuring and associated charges for Nokia Networks business.
Net sales
Nokia Networks net sales decreased 18% to EUR 11 282 million in
2013, compared to EUR 13 779 million in 2012. The year-on-year
decline in Nokia Networks net sales was primarily due to reduced
wireless infrastructure deployment activity affecting both Mobile
Broadband and Global Services, as well as the divestments of
businesses not consistent with its strategic focus, foreign
currency fluctuations and the exiting of certain customer
contracts and countries.
Mobile Broadband net sales declined 12% to EUR 5 347 million in
2013, compared to EUR 6 043 million in 2012, as declines in WCDMA,
CDMA and GSM were partially offset by growth in both FD-LTE and
TD-LTE, reflecting the industry shift to 4G technology. Core network
sales declined as a result of the customer focus on radio technologies.
Global Services net sales declined 17% to EUR 5 753 million in 2013,
compared to EUR 6 929 million in 2012 primarily due to the exiting of
certain customer contracts and countries as part of Nokia Networks
strategy to focus on more profitable business as well as a decline in
network roll-outs in Japan and Europe.
The following table sets forth the distribution by geographical area
of net sales for the years indicated.
For the year ended December 31
Europe
Middle East & Africa
Greater China
Asia-Pacific
North America
Latin America
Total
2013
EURm
3 041
1 111
1 185
3 354
1 334
1 257
11 282
2012
EURm
3 896
1 287
1 278
4 347
1 294
1 677
13 779
Year-on-year
change %
(22)
(14)
(7)
(23)
3
(25)
(18)
Gross margin
Nokia Networks gross margin was 36.6% in 2013, compared to 30.3%
in 2012, driven by improved efficiency in Global Services, an improved
product mix with a greater share of higher margin products, and the
divestment of less profitable businesses.
In Mobile Broadband, gross margin improved in 2013 driven by an
increased software share in the product mix, offset by costs incurred
in anticipation of a technology shift to TD-LTE.
In Global Services, gross margin improved significantly in 2013 due
to the increase in efficiencies as part of our restructuring program
and the exit of certain customer contracts and countries as part
of Nokia Networks strategy to focus on more profitable business.
NOKIA IN 2014
57
Board review
Results of segments continued
Operating expenses
Nokia Networks R&D expenses decreased 11% year-on-year in 2013
to EUR 1 822 million from EUR 2 046 million in 2012, primarily due to
business divestments and reduced investment in business activities
not in line with Nokia Networks focused strategy as well as increased
R&D efficiency, partially offset by higher investments in business
activities that are in line with Nokia Networks focused strategy,
most notably LTE.
Nokia Networks sales and marketing expenses decreased 29%
year-on-year in 2013 to EUR 821 million from EUR 1 158 million in
2012, primarily due to structural cost savings from Nokia Networks
restructuring program and a decrease in purchase price accounting
related items arising from the formation of Nokia Networks, which
were fully amortized at the end of the first quarter of 2013.
Operating profit/loss
Nokia Networks operating profit in 2013 was EUR 420 million,
compared with an operating loss of EUR 795 million in 2012. Nokia
Networks operating margin in 2013 was 3.7%, compared with a
negative 5.8% in 2012. The increase in operating profit was primarily
a result of an increase in the contribution of Global Services and a
reduction in costs associated with Nokia Networks transformation,
consisting mainly of restructuring charges. Further, the purchase price
accounting related items arising from the formation of Nokia Networks
were fully amortized at the end of the first quarter of 2013.
The contribution of Mobile Broadband declined from EUR 490 million
in 2012 to EUR 420 million in 2013, primarily as a result of lower net
sales, which was partially offset by an improved gross margin and a
reduction in operating expenses.
Nokia Networks administrative and general expenses increased 4%
year-on-year in 2013 to EUR 489 million from EUR 470 million in 2012,
primarily due to consultancy fees related to finance and information
technology related projects, partially offset by structural cost savings.
The contribution of Global Services increased from EUR 334 million in
2012 to EUR 693 million in 2013, as the increase in gross margin more
than compensated for the decline in net sales, and the contribution
in 2013 was further supported by a reduction in operating expenses.
Nokia Networks other income and expenses decreased in 2013 to an
expense of EUR 582 million from an expense of EUR 1 290 million in
2012. In 2013, other income and expenses included restructuring
charges of EUR 570 million, including EUR 52 million related to country
and contract exits and EUR 157 million related to divestments of
businesses, and in 2012 included restructuring charges and associated
charges of EUR 1 226 million, including EUR 42 million related to
country and contract exits, divestment of businesses EUR 50 million,
impairment of assets of EUR 2 million, a negative adjustment of
EUR 4 million to purchase price allocations related to the final payment
from Motorola, as well as amortization of acquired intangible assets
of EUR 23 million.
Strategy and restructuring program
In November 2011, Nokia Networks announced its strategy to focus
on mobile broadband and related services, and also launched an
extensive global restructuring program, targeting a reduction of its
annualized operating expenses and production overhead, excluding
special items and purchase price accounting related items, by
EUR 1 billion by the end of 2013, compared to the end of 2011. In
January 2013, this target was raised to EUR 1.5 billion, and in July
2013 this target was further raised to “more than EUR 1.5 billion”.
While these savings were expected to come largely from organizational
streamlining, the program also targeted areas such as real estate,
information technology, product and service procurement costs,
overall general and administrative expenses, and a significant
reduction of suppliers in order to further lower costs and improve
quality. In 2013, Nokia Networks achieved its target to reduce
operating expenses and production overhead, excluding special items
and purchase price accounting items, by more than EUR 1.5 billion
by the end of 2013, compared to the end of 2011.
During 2013, Nokia Networks recognized restructuring charges and
other associated items of EUR 550 million related to this restructuring
program, resulting in cumulative charges of approximately EUR 1 850
million. By the end of 2013, Nokia Networks had cumulative
restructuring related cash outflows of approximately EUR 1 250 million
relating to this restructuring program. Nokia Networks expects
restructuring related cash outflows to be approximately EUR 450
million for the full year 2014 relating to this restructuring program.
58
NOKIA IN 2014
HERE
For the year ended December 31, 2014 compared to the year ended December 31, 2013
The following table sets forth selective line items and the percentage of net sales that they represent for the years indicated.
For the year ended December 31
Net sales
Cost of sales
Gross profit
Research and development expenses
Selling, general and administrative expenses
Impairment of goodwill
Other income and expenses
Operating loss
2014
EURm % of net sales
2013
EURm % of net sales
Year-on-year
change %
970
(239)
731
(545)
(181)
(1 209)
(37)
(1 241)
100.0
(24.6)
75.4
(56.2)
(18.7)
(124.6)
(3.8)
(127.9)
914
(208)
706
(648)
(188)
–
(24)
(154)
100.0
(22.8)
77.2
(70.9)
(20.6)
–
(2.6)
(16.8)
6
15
4
(16)
(4)
–
54
706
Net sales
HERE net sales in 2014 increased EUR 56 million, or 6%, to
EUR 970 million compared to EUR 914 million in 2013. The increase
in HERE net sales was primarily attributable to higher net sales to
vehicle customers and Microsoft becoming a more significant
licensee of HERE’s services. The increase was partially offset by
lower recognition of revenue to smartphone net sales by our former
Devices & Services business and lower net sales to personal navigation
device customers, which was consistent with declines in the personal
navigation device market.
In 2014, HERE had sales of new vehicle licenses of 13.1 million units,
compared to 10.7 million units in 2013, primarily attributable to higher
consumer uptake of in-vehicle navigation and higher vehicle sales.
The following table sets forth the distribution by geographical area of
net sales for the years indicated.
For the year ended December 31
Europe
Middle East & Africa
Greater China
Asia-Pacific
North America
Latin America
Total
2014
EURm
394
47
29
75
382
43
970
2013
EURm
384
57
17
75
322
59
914
Year-on-year
change %
3
(18)
71
0
19
(27)
6
NOKIA IN 2014
59
Board review Results of segments continued
Gross margin
HERE gross margin in 2014 was 75.4% compared to 77.2% in 2013.
The decrease in HERE gross margin was primarily attributable to
certain ongoing expenses that are now recorded as HERE cost of sales,
which were previously recorded as cost of sales by our former Devices
& Services business.
Operating expenses
HERE R&D expenses in 2014 were EUR 545 million, a decrease of
EUR 103 million, or 16%, compared to EUR 648 million in 2013.
The decrease was primarily attributable to significant purchase price
accounting related items of EUR 168 million in 2013 arising from
the purchase of NAVTEQ, the majority of which were fully amortized
in 2013. The decrease was partially offset by higher investments
in targeted growth areas.
HERE selling, general and administrative expenses were
EUR 181 million in 2014, a decrease of EUR 7 million, or 4%,
compared to EUR 188 million in 2013. The decrease was primarily
attributable to purchase price accounting related items in 2013
arising from the purchase of NAVTEQ, the majority of which were
fully amortized in 2013.
A goodwill impairment charge of EUR 1 209 million was recorded in
the third quarter 2014. The impairment charge was the result of an
evaluation of the projected financial performance and net cash flows
resulting in reduced net sales projections. The evaluation incorporated
the slower than expected increase in net sales directly to consumers,
and our plans to curtail our investment in certain higher-risk and
longer-term growth opportunities. It also reflected the current
assessment of risks related to the growth opportunities that we
plan to continue pursuing. Refer to Note 10, Impairment, of our
consolidated financial statements included in this annual report.
HERE other income and expenses increased in 2014 to a net expense
of EUR 37 million from a net expense of EUR 24 million in 2013. The
increase was primarily attributable to higher charges related to the
cost reduction program.
Operating profit/loss
HERE operating loss was EUR 1 241 million in 2014, an increase of
EUR 1 087 million compared to an operating loss of EUR 154 million
in 2013. HERE operating margin in 2014 was negative 127.9%
compared to negative 16.8% in 2013. The increase in operating loss
was primarily attributable to EUR 1 209 million goodwill impairment
charge recorded in the third quarter 2014. Refer to Note 10,
Impairment, of our consolidated financial statements included in
this annual report. The charge was partially offset by the absence
of significant purchase price accounting related items arising from
the purchase of NAVTEQ, the majority of which were fully amortized
in 2013.
Global cost reduction program
In 2014, Nokia announced the sharpening of the HERE strategy and
an adjustment to the related long-range plan. As part of its decision
to curtail investments in certain higher risk longer term growth
opportunities, HERE initiated a cost reduction program during the
fourth quarter 2014. Related to this program, HERE recorded charges
of approximately EUR 36 million and had related cash outflows of
approximately EUR 12 million in 2014. In total, we estimate the
cumulative charges will amount to approximately EUR 36 million and
related cash outflows will amount to approximately EUR 24 million.
Changes in estimates regarding the timing or amount of costs to be
incurred and associated cash flows may become necessary as the
program is being completed.
For the year ended December 31, 2013 compared to the year ended December 31, 2012
The following table sets forth selective line items and the percentage of net sales that they represent for years indicated.
For the year ended December 31
Net sales
Cost of sales
Gross profit
Research and development expenses
Selling and marketing expenses
Administrative and general expenses
Other income and expenses
Operating loss
2013
EURm % of net sales
2012
EURm % of net sales
Year-on-year
change %
914
(208)
706
(648)
(119)
(69)
(24)
(154)
100.0
(22.8)
77.2
(70.9)
(13.0)
(7.5)
(2.6)
(16.8)
1 103
(228)
875
(883)
(186)
(77)
(30)
(301)
100.0
(20.7)
79.3
(80.0)
(16.9)
(7.0)
(2.7)
(27.3)
(17)
(9)
(19)
(27)
(36)
(10)
(20)
(49)
60
NOKIA IN 2014
Net sales
HERE net sales decreased 17% to EUR 914 million in 2013, compared
to EUR 1 103 million in 2012. HERE internal net sales decreased 59%
to EUR 154 million in 2013, compared to EUR 374 million in 2012.
HERE external net sales increased 4% to EUR 760 million in 2013,
compared to EUR 729 million in 2012. The year-on-year decline in
HERE internal net sales was due to lower recognition of deferred
revenue related to our smartphone sales. The year-on-year increase
in HERE external net sales in 2013 was primarily due to higher sales
to vehicle customers, partially offset by lower sales to personal
navigation devices customers. Additionally, HERE net sales were
adversely affected by foreign currency fluctuations.
The following table sets forth HERE net sales and year-on-year growth
rate by geographic area for the fiscal years 2013 and 2012.
For the year ended December 31
Europe
Middle East & Africa
Greater China
Asia-Pacific
North America
Latin America
Total
2013
EURm
384
57
17
75
322
59
914
2012
EURm
477
74
63
82
335
72
1 103
Year-on-year
change %
(19)
(23)
(73)
(9)
(4)
(18)
(17)
Gross margin
On a year-on-year basis, the decrease in HERE gross margin, 77.2% in
2013 compared to 79.3% in 2012, was primarily due to proportionally
higher sales of update units to vehicle customers, which generally
carry a lower gross margin, partially offset by lower costs related to
service delivery.
Operating expenses
HERE R&D expenses decreased 27% to EUR 648 million in 2013
compared to EUR 883 million in 2012, primarily due to a decrease in
purchase price accounting related items, EUR 168 million in 2013
compared to EUR 355 million in 2012, and cost reduction actions.
HERE sales and marketing expenses decreased 36% to EUR 119 million
in 2013 compared to EUR 186 million in 2012, primarily driven by a
decrease in purchase price accounting items, EUR 11 million in 2013
compared to EUR 68 million in 2012, cost reduction actions and lower
marketing spending.
HERE administrative and general expenses decreased 10% to
EUR 69 million in 2013 compared to EUR 77 million in 2012, primarily
due to cost reduction actions.
In 2013, HERE other income and expense had a slightly positive
year-on-year impact on profitability, decreasing from EUR 30 million in
2012 to EUR 24 million in 2013. In 2013, we recognized restructuring
charges of EUR 22 million in HERE, compared to EUR 31 million in 2012.
Operating profit/loss
HERE operating loss decreased to EUR 154 million in 2013, compared
with a loss of EUR 301 million in 2012. HERE operating margin in 2013
was negative 16.8%, compared with negative 27.3% in 2012. The
year-on-year improvement in operating margin in 2013 was driven
primarily by the absence of significant purchase price accounting
related items arising from the purchase of NAVTEQ, the vast majority
of which had been fully amortized as of the end of the second quarter
of 2013.
NOKIA IN 2014
61
Board review Results of segments continued
Nokia Technologies
For the year ended December 31, 2014 compared to the year ended December 31, 2013
The following table sets forth selective line items and the percentage of net sales that they represent for the years indicated.
For the year ended December 31
Net sales
Cost of sales
Gross profit
Research and development expenses
Selling, general and administrative expenses
Other income and expenses
Operating profit
Net sales
Nokia Technologies net sales in 2014 were EUR 578 million, an
increase of EUR 49 million, or 9%, compared to EUR 529 million in
2013. The increase in Nokia Technologies net sales was primarily
attributable to higher intellectual property licensing income from
certain licensees, including Microsoft becoming a more significant
intellectual property licensee in conjunction with the Sale of the D&S
Business. The increase was partially offset by decreases in licensing
income from certain other licensees that experienced lower levels of
business activity, as well as the lower levels of non-recurring IPR
income compared to 2013.
Gross margin
Nokia Technologies gross margin in 2014 was 98.6%, compared to
97.4% in 2013. The increase in Nokia Technologies gross margin was
primarily attributable to the absence of a one-time cost related to a
patent divestment transaction which negatively affected gross margin
in 2013.
2014
EURm % of net sales
2013
EURm % of net sales
Year-on-year
change %
578
(8)
570
(161)
(65)
(1)
343
100.0
(1.4)
98.6
(27.9)
(11.2)
(0.2)
59.3
529
(14)
515
(147)
(56)
(2)
310
100.0
(2.6)
97.4
(27.8)
(10.6)
(0.4)
58.6
9
(43)
11
10
16
(50)
11
Operating expenses
Nokia Technologies R&D expenses in 2014 were EUR 161 million, an
increase of EUR 14 million, or 10%, compared to EUR 147 million in
2013. The increase in R&D expenses was primarily attributable to
investments in business activities, such as building the Technology
and Brand licensing units, which target new and significant long-term
growth opportunities.
Nokia Technologies selling, general and administrative expenses in
2014 were EUR 65 million, an increase of EUR 9 million, or 16%,
compared to EUR 56 million in 2013. The increase in selling, general
and administrative expenses was primarily attributable to increased
activities, such as building the Technology and Brand licensing units,
related to anticipated and ongoing patent licensing cases, as well as
higher business support costs.
Nokia Technologies other income and expense in 2014 was a net
expense of EUR 1 million, a decrease of EUR 1 million, or 50%,
compared to a net expense of EUR 2 million in 2013.
Operating profit/loss
Nokia Technologies operating profit in 2014 was EUR 343 million, an
increase of EUR 33 million, or 11%, compared to an operating profit of
EUR 310 million in 2013. The increase in operating profit was primarily
attributable to an increase in gross profit. The increase was partially
offset by higher operating expenses. Nokia Technologies operating
margin in 2014 was 59.3% compared to 58.6% in 2013.
62
NOKIA IN 2014
For the year ended December 31, 2013 compared to the year ended December 31, 2012
The following table sets forth selective line items and the percentage of net sales that they represent for years indicated.
For the year ended December 31
Net sales
Cost of sales
Gross profit
Research and development expenses
Selling and marketing expenses
Administrative and general expenses
Other income and expenses
Operating profit
Net sales
Nokia Technologies net sales was stable on a year-on-year basis,
EUR 529 million in 2013 compared to EUR 534 million in 2012,
primarily due to a non-recurring license fee of EUR 50 million in the
fourth quarter 2012, partially offset by net increases in royalty
payments from our licensees.
Gross margin
On a year-on-year basis, the Nokia Technologies gross margin
decreased to 97.4% in 2013 compared to 98.7% in 2012.
Operating expenses
Nokia Technologies R&D expenses decreased 4% to EUR 147 million
in 2013 compared to EUR 153 million in 2012, primarily due to
lower R&D costs, partially offset by transaction related costs of
EUR 15 million related to the Sale of the D&S Business.
Nokia Technologies sales and marketing expenses increased 42% to
EUR 34 million in 2013 compared to EUR 24 million in 2012, primarily
due to IPR licensing related litigation expenses. In 2013 sales and
marketing expenses included transaction related costs of EUR 2 million
related to the Sale of the D&S Business.
Nokia Technologies administrative and general expenses were flat
year-on-year, amounting to EUR 22 million.
Nokia Technologies other income and expense was approximately flat
year-on-year, and included restructuring charges of EUR 2 million in
2013, compared to EUR 3 million in 2012.
2013
EURm % of net sales
2012
EURm % of net sales
Year-on-year
change %
529
(14)
515
(147)
(34)
(22)
(2)
310
100.0
(2.6)
97.4
(27.8)
(6.4)
(4.2)
(0.4)
58.6
534
(7)
527
(153)
(24)
(22)
(3)
325
100.0
(1.3)
98.7
(28.7)
(4.5)
(4.1)
(0.5)
60.9
(1)
100
(2)
(4)
42
–
(33)
(5)
Operating profit/loss
Nokia Technologies operating profit decreased to EUR 310 million
in 2013, compared to EUR 325 million in 2012. Nokia Technologies
operating margin in 2013 was 58.6%, compared with 60.9% in 2012.
The year-on-year decline in operating margin was driven primarily by
the transaction related costs of EUR 17 million related to the Sale of
the D&S Business, partially offset by decreased restructuring charges.
Group Common Functions
For the year ended December 31, 2014 compared to the year ended
December 31, 2013
Group Common Functions operating loss in 2014 was EUR 142 million,
an increase of EUR 85 million, or 149%, compared to an operating loss
of EUR 57 million in 2013. The increase in operating loss was primarily
attributable to the absence of a distribution from an unlisted venture
fund related to the disposal of the fund’s investment in Waze Ltd of
EUR 59 million that benefitted Group Common Functions in 2013. In
2014, Group Common Functions included transaction related costs of
EUR 21 million related to the Sale of the D&S Business. In 2013, Group
Common Functions included restructuring charges and associated
impairments of EUR 10 million, as well as transaction related costs of
EUR 18 million related to the Sale of the D&S Business.
For the year ended December 31, 2013 compared to the year ended
December 31, 2012
Group Common Functions operating loss totaled EUR 57 million in
2013, compared to EUR 50 million in 2012. In 2013, Group Common
Functions included restructuring charges and associated impairments
of EUR 10 million, as well as transaction related costs of EUR 18 million
related to the Sale of the D&S Business. In 2013, the Group Common
Functions benefitted from a distribution from an unlisted venture
fund related to the disposal of the fund’s investment in Waze Ltd of
EUR 59 million. In 2012, Group Common Functions benefitted from
a net gain from sale of real estate of EUR 79 million and included
restructuring charges of EUR 6 million.
NOKIA IN 2014
63
Board review Liquidity and
capital resources
Financial position
At December 31, 2014 Nokia’s total cash and other liquid assets
(defined as the aggregate of bank and cash; available-for-sale
investments, cash equivalents; available-for-sale investments, liquid
assets; and investments at fair value through profit and loss, liquid
assets) equaled EUR 7 715 million, a decrease of EUR 1 256 million,
compared to EUR 8 971 million at December 31, 2013. The decrease
was primarily attributable to cash outflows from financing activities
related to the repayment of certain debt facilities totaling EUR 1 750
million in the first quarter 2014, as well as the redemption of
approximately EUR 950 million of Nokia Networks debt in the second
quarter 2014. Outflows from financing activities were partly offset by
the drivers listed below that increased Nokia’s net cash and other liquid
assets. At December 31, 2012 Nokia’s total cash and other liquid
assets equaled EUR 9 909 million.
At December 31, 2014 Nokia’s net cash and other liquid assets
(defined as total cash and other liquid assets less long-term interest
bearing liabilities and short-term borrowings) equaled EUR 5 023
million, an increase of EUR 2 714 million, compared to EUR 2 309
million at December 31, 2013. The increase was primarily attributable
to cash proceeds from the Sale of the D&S Business, as well as net
cash flow from operating activities. This increase was partially offset
by the execution of the capital structure optimization program, which
included payment of a dividend and a special dividend, as well as the
repurchase of shares. Nokia’s net cash and other liquid assets was
also adversely impacted by cash outflows related to acquisitions
and capital expenditures. At December 31, 2012, Nokia’s net cash
and other liquid assets equaled EUR 4 360 million.
At December 31, 2014 Nokia’s cash and cash equivalents (defined as the
aggregate of bank and cash and available-for-sale investments, cash
equivalents) equaled EUR 5 170 million, a decrease of EUR 2 463 million,
compared to EUR 7 633 million at December 31, 2013. Nokia’s cash and
cash equivalents equaled EUR 8 952 million at December 31, 2012.
Cash flow
In 2014, Nokia’s net cash from operating activities equaled EUR 1 275
million, an increase of EUR 1 203 million, as compared to EUR 72
million in 2013. The increase was primarily attributable to EUR 1 214
million net profit, adjusted for non-cash items and a EUR 1 153 million
cash release from net working capital. The primary driver for the cash
release from net working capital was a EUR 1 650 million cash inflow
relating to the upfront payment on a ten-year patent license
agreement and related option to extend the license into perpetuity
with Microsoft, partially offset by approximately EUR 320 million
restructuring related cash outflows in Continuing operations and
approximately EUR 210 million net working capital related cash
outflows in discontinued operations.
In 2014, Nokia had cash outflows of EUR 1 092 million related to net
financial income and expenses and income taxes, an increase of EUR
935 million, as compared to EUR 157 million in 2013. The increase was
primarily attributable to the early redemption of Nokia Networks’
borrowings of approximately EUR 84 million, foreign exchange hedging
of approximately EUR 180 million and income taxes of EUR 636 million,
of which approximately EUR 300 million were cash outflows relating to
discontinued operations.
In 2013, Nokia’s net cash from operating activities equaled EUR 72
million, an increase of EUR 426 million, as compared to EUR 354 million
cash used in operating activities in 2012. The increase was primarily
attributable to an increase in profitability and other financial income
and expenses, net and a decrease in income taxes paid. The increase
was partially offset by an increase in net working capital cash outflows.
In 2014, Nokia’s cash flow from investing activities equaled EUR 886
million, an increase of EUR 1 577 million, as compared to EUR 691
million cash used in investing activities in 2013. Cash inflows from
investing activities was primarily driven by gross proceeds attributable
to the Sale of the D&S Business of approximately EUR 4 010 million,
which included the proceeds used to repay the convertible bonds
issued to Microsoft and the increase in proceeds from maturities
and sale of current available-for-sale investments, liquid assets.
The increase was offset by an increase in purchases of current
available-for-sale investments, liquid assets. Cash inflows from
investing activities also benefitted EUR 44 million from the sale of
property, plant and equipment. The increase was partially offset by
cash outflows related to capital expenditure of EUR 311 million and
acquisitions of EUR 175 million.
In 2014, Nokia’s capital expenditure equaled EUR 311 million, a
decrease of EUR 96 million, as compared to EUR 407 million in 2013.
Nokia’s capital expenditure in 2012 equaled EUR 461 million. Major
items of capital expenditure in 2014 included production lines, test
equipment and computer hardware used primarily in R&D, office and
manufacturing facilities as well as services and software related
intangible assets.
In 2013, Nokia’s cash used in investing activities equaled EUR 691
million, a decrease of EUR 1 253 million, as compared to net cash flow
from investing activities of EUR 562 million in 2012. The decrease was
primarily attributable to significantly lower proceeds from the sale and
maturities of current available-for-sale investments, liquid assets
partially, offset by a decrease in purchases of current available-for-sale
investments, liquid assets.
In 2014, Nokia’s cash flow used in financing activities equaled EUR 4
576 million, an increase of EUR 4 099 million, as compared to EUR 477
million in 2013. Cash outflows from financing activities were primarily
attributable to the repayment of EUR 2 791 million in interest-bearing
debt, payments of EUR 0.11 per share in dividend totaling EUR 408
million and EUR 0.26 per share in special dividend totaling EUR 966
million, as well as EUR 427 million in cash outflows relating to share
repurchases. Nokia also acquired subsidiary shares from a
non-controlling interest holder and paid dividends to non-controlling
interest holders in 2014 totaling approximately EUR 60 million.
In 2013, Nokia’s cash flow used in financing activities equaled
EUR 477 million, an increase of EUR 12 million as compared to
EUR 465 million in 2012. Cash outflows in financing activities were
primarily attributable to EUR 1 707 million used to purchase the
shares in NSN, EUR 862 million repayment of long-term borrowings,
EUR 128 million repayment of short-term borrowings and EUR 71
million payment of dividends, offset by EUR 2 291 million in proceeds
from long-term borrowings, which included EUR 1 500 million
convertible bonds issued to Microsoft and EUR 450 million and
EUR 350 million bonds due in 2018 and in 2020, respectively,
issued by Nokia Networks.
Financial assets and debt
At December 31, 2014 Nokia’s net cash equaled EUR 5 023 million
and consisted of EUR 7 715 million in total cash and other liquid assets
and EUR 2 692 million of long-term interest bearing liabilities and
short-term borrowings.
We hold our cash and other liquid assets predominantly in euro.
Our liquid assets are mainly invested in high-quality money market
and fixed income instruments with strict maturity limits. Nokia also
has a EUR 1 500 million undrawn revolving credit facility available for
liquidity purposes.
64
NOKIA IN 2014
total customer financing, outstanding and committed amounted to
EUR 108 million. Customer financing primarily consisted of financing
commitments to network operators.
Refer to Note 35, Risk management, of our consolidated financial
statements included in this annual report for further information
relating to our committed and outstanding customer financing.
We expect our customer financing commitments to be financed
mainly from cash and other liquid assets and through cash flow
from operations.
At December 31, 2014 guarantees of Nokia’s performance consisted
of EUR 465 million of guarantees that are provided to certain Nokia
Networks’ customers in the form of bank guarantees, or corporate
guarantees issued by Nokia Networks. These instruments entitle the
customer to claim payments as compensation for non-performance
by Nokia Networks of its obligations under network infrastructure
supply agreements. Depending on the nature of the instrument,
compensation is payable either on demand, or is subject to verification
of non-performance.
Financial guarantees and securities pledged that we may give on
behalf of customers, represent guarantees relating to payment by
certain Nokia Networks’ customers and other third parties under
specified loan facilities between such customers or other third parties
and their creditors. Nokia’s obligations under such guarantees are
released upon the earlier of expiration of the guarantee or early
payment by the customer or other third party.
Refer to Note 30, Commitments and contingencies, of our
consolidated financial statements included in this annual report
for further information regarding commitments and contingencies.
Venture fund investments and commitments
We make financing commitments to a number of venture funds
that make technology related investments. The majority of the
investments are managed by Nokia Growth Partners that specializes
in growth-stage investing, seeking companies that are changing the
face of mobility and connectivity.
At December 31, 2014 the fair value of our venture fund investments
equaled EUR 778 million, as compared to EUR 627 million at
December 31, 2013. Refer to note 19, Fair value of financial
instruments, of our consolidated financial statements included in
this annual report for further information regarding fair value of
our venture fund investments.
At December 31, 2014 our venture fund commitments equaled EUR
274 million, as compared to EUR 215 million at December 31, 2013.
As a limited partner in venture funds, Nokia is committed to capital
contributions and entitled to cash distributions according to the
respective partnership agreements and underlying fund activities.
Refer to Note 30, Commitments and contingencies, of our
consolidated financial statements included in this annual report
for further information regarding commitments and contingencies.
Nokia’s interest-bearing debt consisted of a EUR 750 million
convertible bond due in 2017, a EUR 500 million bond due in 2019,
a USD 1 000 million bond due in 2019, a USD 500 million bond due
in 2039 and EUR 206 million of other liabilities. Refer to Note 35,
Risk management, of our consolidated financial statements
included in this annual report for further information regarding
our interest-bearing liabilities.
In 2014, Nokia repaid a EUR 1 250 million bond, a EUR 500 million loan
from the European Investment Bank (the “EIB”) and EUR 1 500 million
in convertible bonds issued to Microsoft, which were netted against
proceeds from the Sale of the D&S Business. In addition, Nokia prepaid
all material interest-bearing liabilities related to Nokia Networks,
including the EUR 450 million and EUR 350 million bonds due in 2018
and in 2020, respectively, a EUR 88 million Finnish pension loan, a
EUR 50 million loan from the EIB, a EUR 16 million loan from Nordic
Investment Bank and certain other debt. No new debt was issued in
2014. Nokia has no material debt maturing in 2015.
We believe with EUR 7 715 million cash and other liquid assets as
well as a EUR 1 500 million revolving credit facility, we have sufficient
funds available to satisfy our future working capital needs, capital
expenditure, R&D, acquisitions and debt service requirements at least
through 2015. We also believe that with our current credit ratings of
BB by Standard & Poor’s and Ba2 by Moody’s, both with positive
outlook, we have access to capital markets should any funding needs
arise in 2015. Nokia has a target to re-establish its investment grade
credit rating.
There are no material off-balance sheet arrangements that have or
are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures or capital
resources that is material to investors.
Capital structure optimization program
As a result of our significantly improved financial position and
earnings profile after closing of the Sale of the D&S Business, we
announced a EUR 5 billion capital structure optimization program
to improve the efficiency of Nokia’s capital structure. The program
consists of EUR 3 billion of total cash returns to shareholders through
dividends and share repurchases and EUR 2 billion of debt reduction
by the end of the second quarter 2016.
In accordance with the capital structure optimization program, Nokia
paid EUR 1 374 million in dividends (EUR 0.37 per share) consisting
of EUR 408 million (EUR 0.11 per share) of ordinary dividends and
EUR 966 million (EUR 0.26 per share) of special dividends in 2014.
Under the EUR 1.25 billion share repurchase program, Nokia
repurchased 67 million shares for EUR 427 million in 2014.
In 2014, Nokia reduced interest bearing debt by approximately
EUR 950 million after the announcement of the capital structure
optimization program.
Structured finance
Structured finance includes customer financing and other third-party
financing. Network operators occasionally require their suppliers,
including us, to arrange, facilitate or provide long-term financing
as a condition for obtaining infrastructure projects.
At December 31, 2014 our total customer financing, outstanding and
committed equaled EUR 156 million, an increase of EUR 92 million,
as compared to EUR 64 million in 2013. At December 31, 2012, our
NOKIA IN 2014
65
Board review Main events in 2014
“Nokia announced
its new strategy
building on Nokia’s
three businesses:
Nokia Networks,
HERE and Nokia
Technologies.”
Nokia Corporation
and Group highlights
■ In April 2014, Nokia completed the Sale of
the D&S Business. The transaction, which
also included an agreement to license
patents to Microsoft, was originally
announced on September 3, 2013.
In connection with the completion
of the transaction, Nokia repaid the
EUR 1.5 billion convertible bonds issued
by Nokia to Microsoft.
■ Following the completion of the transaction,
Nokia made a number of announcements,
including the following:
– The Board appointed Rajeev Suri as
President and CEO of Nokia Corporation
and the new Nokia Group Leadership
Team, effective May 1, 2014. For more
information on the changes in Nokia’s
leadership during 2014, refer to “—Board
of Directors and management—Changes
in Nokia Group Leadership” below.
– Nokia announced its new strategy
building on Nokia’s three businesses:
Nokia Networks, HERE and Nokia
Technologies.
– Nokia announced plans for a EUR 5 billion
capital structure optimization program
focused on recommencing dividend
payments, distributing excess capital
to shareholders, and reducing
interest-bearing debt. Later in the
second quarter 2014, as part of this
program and its debt reduction plan,
Nokia redeemed approximately EUR 950
million of Nokia Networks debt, which
included EUR 800 million of senior notes
issued by Nokia Solutions and Networks
Finance B.V., the finance company of its
Nokia Networks business.
Innovations for more
efficient networks
Our next generation
technology innovations
are designed to help
operators carry more
data in their networks
and dramatically
reduce their costs,
as they improve
network efficiency
and make better use
of existing capacity.
■ In May 2014, Nokia’s credit rating was
upgraded by credit rating agencies Moody’s
and Standard & Poor’s, supporting Nokia’s
long-term target to re-establish its
investment grade credit rating. Standard &
Poor’s upgraded Nokia’s rating to BB from
B+, with a positive outlook, and Moody’s
upgraded Nokia’s rating to Ba2 from B1
and added a positive outlook in
November 2014.
■ In May 2014, Nokia launched a USD 100
million Connected Car Fund managed by
Nokia Growth Partners, its venture capital
arm. The fund will identify and invest in
companies whose innovations are deemed
important for a world of connected and
intelligent vehicles. The fund, working
closely with Nokia’s HERE business, will
seek to make investments that also
support the growth of the ecosystem
around HERE’s mapping and location
products and services.
■ Nokia’s Annual General Meeting, which
was held on June 17, 2014, resolved to
distribute an ordinary dividend of EUR 0.11
per share for year 2013 and a special
dividend of EUR 0.26 per share.
■ In June 2014, Nokia ranked sixth in
Interbrand’s annual Best Global Green
Brands report for 2014, measuring the
environmental sustainability performance
of leading global brands.
■ In September 2014, Nokia returned to
the EURO STOXX 50 Index.
■ In October 2014, Nokia was recognized
in the Climate Performance Leadership
Index 2014 by the Carbon Disclosure
Project (“CDP”) for corporate action
on climate change.
■ In November 2014, Nokia held its Capital
Markets Day event in London, United
Kingdom, where the company shared its
updated vision, strategic priorities and
long-term financial targets.
■ Effective on January 2, 2014, one of
Nokia’s Finnish subsidiaries, Nokia
Asset Management Oy, merged into
Nokia Corporation.
66
NOKIA IN 2014
Nokia Networks
operating highlights
■ Nokia Networks added significant
commercial mobile broadband and services
contracts during 2014, including: a contract
with the world’s largest wireless operator,
China Mobile, for the build-out of the
operator’s TD-LTE network; a contract with
T-Mobile USA for LTE-Advanced equipment
and related services for its nationwide LTE
network; a five-year contract with Vodafone
in the operator’s Project Spring network
upgrade; a contract on the expansion of
Everything Everywhere’s LTE network in the
United Kingdom; a three-year contract with
Telefónica in Spain for LTE radio access
equipment and professional services;
and a five-year contract with Elisa in
Finland as the sole supplier of the
operator’s LTE network.
■ At the end of 2014, Nokia Networks had
162 commercial LTE contracts and was
a key LTE radio network supplier to 15
of the world’s top 20 LTE operators.
■ Nokia Networks also added a large number
of other mobile broadband contracts
including two 3G networks and services
contracts in India.
■ Nokia Networks continued to show
leadership in 4G radio technology,
demonstrating a throughput speed of
almost 4Gbps with SK Telecom in the
Republic of Korea and a speed of 2.6Gbps
over a single sector in Sprint’s TD-LTE
network. Nokia Networks was the first
in the world to trial LTE for national TV
broadcasting in Germany and enhanced
its LTE portfolio with a number of product
launches, including the world’s first 3.5GHz
carrier aggregation capable radio and a
solution to smoothly migrate WiMAX
networks to TD-LTE-Advanced and a LTE-A
3 carrier aggregation solution to support
a throughput speed of up to 450Mbps
ready by the time commercial devices
start to ship.
■ Nokia Networks continued to invest in
■ Nokia Networks created a new partnering
innovation and further evolved the Nokia
Smart Scheduler in its LTE base stations
which are now able to provide up to 30%
faster downlink speeds at the cell edge;
announced new Centralized RAN software
capable of doubling the uplink capacity of
existing LTE networks by linking together
multiple base stations and turning the
interference into useful traffic; launched
new Single RAN Advanced features; and
added new software features to its Liquid
Radio Software Suite.
■ In the area of small cells, Nokia Networks
extended its Flexi Zone architecture, making
it the small cell solution for all deployment
scenarios, including indoor deployments;
introduced new innovations to its small cell
portfolio such as the double-capacity small
cell base station Flexi Zone G2 Pico and an
indoor planning service enhanced by 3D
geolocation-based HetNet planning for
in-building solutions.
■ Nokia Networks renewed managed services
contracts with Saudi Telecom Company,
Etisalat Nigeria and Mobily (Etihad Etisalat
Company) of Saudi Arabia.
■ Nokia Networks and NTT DoCoMo agreed to
collaborate on research and standardization
of 5G technologies and to jointly work on
a 5G proof-of-concept system; and Nokia
Networks hosted the first Brooklyn 5G
Summit together with the NYU Wireless
Research Center.
■ Nokia Networks and HP announced
the intention to extend their existing
partnership to provide telco operators
with an integrated Telco Cloud solution
compliant with ETSI NFV principles. The
cooperation extends beyond hardware
and software to encompass the technical,
services and commercial capabilities
needed to deliver, maintain and operate
a Telco Cloud. Nokia Networks also
announced an expansion of its long-term
partnerships with Juniper and RedHat to
advance Telco Cloud for mobile broadband.
NTT DoCoMo completed proof-of-concept
trials that verified the feasibility of NFV
using the software and equipment of Nokia
Networks, and with MTS in Russia, Nokia
carried out the first voice over LTE call on
a Telco Cloud infrastructure using the LTE
radio network with Telco Cloud based
voice core network technology and Nokia’s
Professional Services.
unit to focus on growing a robust
ecosystem with partners. The unit will
ensure that Nokia Networks is able to
leverage partner solutions to complement
its own portfolio and open up specific
interfaces to embed partner products
seamlessly into Nokia’s mobile
broadband portfolio.
■ Nokia Networks opened its mobile
broadband security center in Berlin,
Germany. The Center is a hub of leading
expertise focused on creating robust
telco security. Equipped with its own
fully-operational LTE test network, the
Center provides a platform for co-operating
with mobile network operators, partners,
governments and academic institutes
to develop and share network security
know-how and expertise and to help
operators fight the growing security
threats to their networks.
Nokia Networks
Global Services
By the end of 2014
Nokia Networks Global
Services segment had
delivered and optimized
more than 21 000 new LTE
sites and upgraded over
18 000 2G/3G sites for
T-Mobile USA. In peak
time over 1 000 sites
were delivered per month,
while keeping the customer
experience on existing
or improved levels.
NOKIA IN 2014
67
Board review Main events in 2014 continued
“Nokia Networks created
a new partnering unit
to focus on growing
a robust ecosystem with
partners and leverage
partner solutions
to complement its
own portfolio.”
6th
In Interbrand’s annual Best Global
Green Brands report for 2014
$100m
Connected Car Fund to identify
and invest in companies whose
innovations are deemed important
for a world of connected and
intelligent vehicles
44
countries
Have access to HERE Traffic, which is
HERE’s real-time traffic data offering
■ Nokia Networks won a number of industry
awards in 2014, including the top prize in
the “Best Mobile Infrastructure” category at
the GSMA Global Mobile Awards 2014 where
Nokia Networks and O2 (Telefónica UK) were
recognized for the deployment of iSON
Automation for Operations solution. The
solution was also given the Global Telecoms
Business Innovation Award 2014. Other
industry awards in 2014 included the
Leading Lights Award for Centralized RAN
solution and the Pipeline 2014 COMET
Innovation Award for FlexiZone small cell
solution, Telecommunication Development
Industry Alliance recognition of Nokia’s
contribution to time division (“TD”)
technology, Global TD-LTE Initiative award
for Liquid Applications and the Economic
Times Telecom Awards 2014 for innovation
in Managed Services with its Predictive
Operations Solution.
■ Nokia Networks completed the acquisition
of SAC Wireless, a premier self-performing
provider of infrastructure and network
deployment solutions; and the acquisition
of the Australian company Mesaplexx Pt Ltd
and its compact, high-performance radio
frequency filter technology that can
be used to decrease the size of a radio
base station.
■ Shortly after the end of 2014, Nokia
Networks completed the acquisition of
Panasonic’s wireless network business.
The acquisition was first announced in
July 2014.
HERE operating highlights
■ During 2014, HERE made agreements with
several new and existing customers for the
supply of map content and data, including
government departments and agencies,
leading B2B and consumer-focused
enterprises and major automotive
companies. In November 2014, HERE
announced that most of the leading
carmakers have included its map data in
their 2015 models, demonstrating that
it is well-positioned for the future
developments within the automotive
segment, which represents the majority
of its revenues.
■ HERE continued to invest in its
map-building capabilities to further
enhance the quality of its automotive
grade maps. These investments included
the further expansion of its fleet of
advanced data collection vehicles and
an increase in the usage of automation
tools which complement the work of
its extensive network of highly-trained
geographic analysts.
■ HERE continued to grow the usage of its
leading location platform during 2014,
supported by new customers, such as
Honda and Volvo. By the end of 2014, HERE
also provided platform services to Amazon,
BMW, Daimler, Digicore, Garmin, Microsoft,
Oracle, PTV Group, Rand McNally, SAP,
Toyota and Yahoo!
■ HERE Traffic, which is HERE’s real-time
traffic data offering, was available in 44
countries at the end of 2014.
■ HERE continued to bring in new talent,
expertise and capabilities to support its
strategy. This included the acquisition of
Medio Systems Inc, a Seattle-based
company that is a pioneer in the emerging
field of real-time predictive analytics.
■ HERE and Continental Corporation
intensified their collaboration in connected
driver services. The two companies’ work
focuses on Electronic Horizon, future
Automated Driving functionalities and
Intelligent Transportation Systems. As part
of the partnership, HERE is in the first phase
of delivering a lane-specific road model with
precision, far beyond any existing digital
infotainment map standard, along with
highly accurate, precisely located road
information, such as speed limit or no
passing signs, lane connectivity and other
lane markings. In the future, we believe
by using this information, all types of
vehicles will be able to comfortably
and automatically react to shifting
circumstances, such as changing speed
limits. Continental will also benefit from
HERE’s unique location cloud assets.
■ HERE was recognized by global research
and consulting firm Frost & Sullivan as
a trailblazer in developing connected
vehicle technology.
■ HERE formed a licensing agreement with
Samsung to bring its maps and location
platform services to Tizen powered
smart devices by Samsung, including the
newly-announced Samsung Gear S. In
addition, HERE developed a companion
application for the Android-based Samsung
Galaxy family of products called HERE (beta),
which was made available in Samsung’s
application store. HERE also later made
its Android beta app available for all
compatible Android smartphones and
made it available for download through
Google Play.
68
NOKIA IN 2014
“In November 2014, Nokia announced the
launch of Nokia N1, the first Nokia-branded
Android tablet and the company’s first
brand-licensed consumer device following
the Sale of the D&S Business.”
Nokia Technologies
operating highlights
■ In February 2014, Nokia and HTC settled all
pending patent litigations between them
and entered into a patent and technology
collaboration agreement. HTC is making
payments to Nokia and the collaboration
involves HTC’s LTE patent portfolio, further
strengthening Nokia’s licensing offering.
The companies also announced that they
are exploring future technology
collaboration opportunities.
■ In June 2014, Nokia Technologies released
the Z Launcher application as a limited
pre-beta version as part of its continued
exploration of innovations for use in
potential future services. Z Launcher
replaces the existing home screen on
Android smartphones and surfaces apps,
contacts and websites based on usage
and other contextual factors.
■ Also in the second quarter, Nokia
Technologies developed a proof-of-
concept flexible printed graphene circuit,
demonstrating continued progress solving
many of the technical challenges related to
the practical application of the ultra-thin,
transparent, flexible material.
■ During the third quarter, the 3GPP selected
the Enhanced Voice Service (“EVS”) codec.
Nokia contributed multi-year R&D of
speech codec reference software to the
standard specifications, achieving excellent
listening results during testing.
■ In November 2014, Nokia announced the
launch of Nokia N1, the first Nokia-branded
Android tablet and the company’s first
brand-licensed consumer device following
the Sale of the D&S Business. Shortly after
the end of 2014, Nokia’s original equipment
manufacturer (“OEM”) partner began selling
the Nokia N1 Android tablet in the first
quarter 2015 in China, with other markets
to follow.
■ Later in the fourth quarter, the H.265 video
coding technology standard Version 2 was
finalized in ISO/IEC and ITU-T, including the
range, multiview and scalable video codec
extensions. 3GPP Release 12 now includes
support for H.265, providing a solution
for highly efficient delivery of download,
streaming and conversational video
services. Nokia has contributed significantly
to the development of the H.265 standard.
Spending less time in
traffic
Predictive Traffic,
launched in 2014, uses
over 100 traffic behavior
profiles per road segment
combined with real-time
road conditions to
provide up-to-the-
minute traffic forecasts.
Drivers using the service
saw estimated arrival
times up to 20% more
accurate for journeys
over 30 minutes.
NOKIA IN 2014
69
Board review Board of Directors and management
Board of Directors,
Nokia Group Leadership Team
and President and CEO
Changes in Nokia Group
Leadership Team
Timo Ihamuotila served as interim President
from September 3, 2013 through April 30,
2014, while also serving as Chief Financial
Officer. During this period, Mr. Ihamuotila also
chaired the Nokia Leadership Team.
During 2014, the following appointments were
made to the Nokia Group Leadership Team:
■ Rajeev Suri was appointed the President
and CEO of Nokia Corporation and
Chairman of Nokia Group Leadership Team
as of May 1, 2014.
■ Samih Elhage was appointed Executive Vice
President and Chief Financial and Operating
Officer of Networks and member of Nokia
Group Leadership Team as of May 1, 2014.
■ Ramzi Haidamus was appointed President,
Nokia Technologies and member of
Nokia Group Leadership Team as of
September 3, 2014.
■ Sean Fernback was appointed President,
HERE and member of Nokia Group
Leadership Team as of November 1, 2014.
Pursuant to the Articles of Association,
Nokia Corporation has a Board of Directors
composed of a minimum of seven and a
maximum of 12 members. The members of
the Board are elected for a one-year term at
each Annual General Meeting; i.e., from the
close of the Annual General Meeting until the
close of the next Annual General Meeting,
which convenes annually by June 30.
The Annual General Meeting held on June 17,
2014 elected the following nine members to
the Board: Vivek Badrinath, Bruce Brown,
Elizabeth Doherty, Jouko Karvinen, Mårten
Mickos, Elizabeth Nelson, Risto Siilasmaa,
Kari Stadigh and Dennis Strigl.
The Board has the responsibility for
appointing and discharging the President and
Chief Executive Officer, Group Chief Financial
Officer and other members of the Nokia
Group Leadership Team (previously, until April
30, 2014 called the Nokia Leadership Team).
On September 3, 2013, Timo Ihamuotila had
assumed the role of interim President while
also continuing to serve as CFO, and Risto
Siilasmaa had assumed the role of interim
CEO while also continuing to serve as the
Chairman of Board. Effective as of May 1,
2014 the Board appointed Rajeev Suri the
President and CEO of Nokia Corporation.
For information on remuneration, shares
and stock options held by the members
of the Board, the President and CEO and
the other members of the Nokia Group
Leadership Team, refer to “Compensation”.
For more information regarding Corporate
Governance at Nokia, refer to “Corporate
Governance Statement” or to Nokia’s website
at company.nokia.com/en/about-us/
corporate-governance.
70
NOKIA IN 2014
■ Michael Halbherr, formerly CEO of HERE,
stepped down from the Nokia Group
Leadership Team effective as of September
1, 2014.
■ Henry Tirri, who had served as the Executive
Vice President and Chief Technology Officer
through April 30, 2014 and as of May 1,
2014 as Executive Vice President and acting
head of Nokia Technologies, stepped down
from the Nokia Group Leadership Team
effective as of September 3, 2014 and
continues as an advisor to the President
and CEO of Nokia Corporation on
technology issues.
Further, during 2014 the following Nokia
Group Leadership Team members resigned:
■ Stephen Elop, formerly Executive Vice
President, Devices & Services, stepped
down from Nokia Leadership Team as of
April 25, 2014.
■ Jo Harlow, formerly Executive Vice
President, Smart Devices, stepped down
from the Nokia Leadership Team effective
as of April 25, 2014.
■ Juha Putkiranta, formerly Executive Vice
President, Operations, stepped down from
the Nokia Leadership Team effective as of
April 25, 2014.
■ Timo Toikkanen, formerly Executive Vice
President, Mobile Phones, stepped down
from the Nokia Leadership Team effective
as of April 25, 2014.
■ Chris Weber, formerly Executive Vice
President, Sales and Marketing, stepped
down from the Nokia Leadership Team
effective as of April 25, 2014.
■ Louise Pentland, formerly Executive Vice
President, Chief Legal Officer, stepped
down from the Nokia Leadership Team
effective as of May 1, 2014.
■ Juha Äkräs, formerly Executive Vice
President, Human Resources, stepped
down from the Nokia Leadership Team
effective as of May 1, 2014.
■ Kai Öistämö, formerly Executive Vice
President, Chief Development Officer,
stepped down from the Nokia Leadership
Team effective as of May 1, 2014.
“ The Board has the responsibility
for appointing and discharging
the President and Chief Executive
Officer, Group Chief Financial
Officer and other members of the
Nokia Group Leadership Team.”
NOKIA IN 2014
71
Board review Sustainability and corporate
responsibility at Nokia
In this section we cover the
ethical, socio-economic and
environmental areas from
2014, which we defined as
most material to our business
and our stakeholders.
50%
Of the electricity we used in 2014
came from renewable sources
At least 130
different nationalities worked
for Nokia in 2014
At Nokia, we want to be proud, not only of
what we achieve but also how we achieve it.
We are committed to valuing and respecting
both people and our planet in everything we
do and believe that by engaging others and
doing things together we can achieve a
significantly larger impact.
The basic principles of our sustainability
work are:
■ respecting people in everything we do;
■ protecting the environment;
■ improving people’s lives with technology;
and
■ making change happen together.
Within the guidance of these principles,
we maintain programs that help us promote
environmental and social sustainability.
By embedding the actual processes and
activities supporting sustainable development
in various functions, sustainability ultimately
becomes a vital part of everyone’s job
at Nokia.
Respecting people
in everything we do
Our goal is to create an organization where
ethical business practice and workforce
diversity are a source of pride and
employees have a safe and motivating
working environment.
The Nokia Code of Conduct sets out our
commitment to upholding high ethical
standards wherever we operate. We train
our employees on ethical business conduct
on an annual basis, and any concerns can and
should be reported, anonymously if required,
through established reporting channels.
The reported ethical concerns are
investigated thoroughly by our Ethics
and Compliance Office.
We welcome men and women of different
cultural or ethnic backgrounds and in 2014 we
employed at least 130 different nationalities.
At December 31, 2014 the Nokia Group
Leadership Team included members from
the following countries: Singapore, Canada,
United Kingdom, United States and Finland,
and 13% of the senior management positions
within Nokia were held by women. Employees
of non-Finnish nationality held 72% of the
senior management positions.
The health, safety and well-being of our
employees and our contractors is pivotal to
how we conduct business. The Nokia Code
of Conduct also sets the standard for labor
conditions and we have a comprehensive
set of global human resources employment
policies in place to ensure fair employment.
Our health and safety management system is
certified in accordance with the international
management standard OHSAS 18001, which
ensures that Nokia has a risk-based approach
to managing the safety of employees
and contractors.
We believe communication networks also have
an important role in promoting human rights
by enabling freedom of expression, access to
information, exchange of ideas and driving
economic development. As a provider of
technologies and services that fuel our
information society, we recognize our
responsibility in helping to further the good
that such technologies and services are used
to respect, and not infringe, human rights.
This commitment is reinforced in our
Human Rights Policy, which underpins our
commitment to help prevent potential misuse
of our products and services in issues related
to freedom of expression and privacy. In
2014, we provided training to our employees
on human rights through ethical business
training programs and we arranged separate
training sessions for selected customer teams.
Protecting the environment
Our environmental work focuses on
minimizing the potential adverse impact of
our businesses and operations, and is based
on global principles and standards that we
integrate in our activities.
The most important areas of our
environmental work, based on the extent
of their impact on the environment and our
ability to manage them, originate from our
Nokia Networks business. Our priority is to
design products and services that help
telecommunications operators reduce the
environmental impact of their networks. In
addition, we aim to continuously minimize the
environmental impact of our own operations
in each of our businesses. Nokia Networks’
environmental management system (“EMS”)
helps us monitor progress and identify ways
to further improve in environmental matters
and is ISO 14001 certified. As an example
of our progress in 2014, by increasing the
usage of the “box on pallets” product delivery
method (where boxes are loaded directly on
to pallets without any additional containers),
we were able to reduce the usage of
packaging material. This change also
increased packaging density which in turn
decreased the CO2 emissions and costs
in these particular deliveries.
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NOKIA IN 2014
Improving people’s
lives with technology
We believe our technologies are uniquely
positioned to drive social and economic
progress, while simultaneously helping
to reduce the environmental impact of
many industries.
In addition to being a global leader in the
mapping and location intelligence business,
HERE helps create more inclusive, sustainable
and efficient cities through technology. By
working with diverse stakeholders, from the
chemical sector to consultancies and regional
governments, the company helps define
collaboration opportunities to combine
information and communications technology
(“ICT”), energy and transport management
to create innovative solutions for the major
environmental, social and health challenges
facing cities. In 2014, HERE continued to
power smarter logistics, safer and more
efficient journeys and reducing emissions
through advanced traffic and navigation
products and services.
Billions of people are connected through
our networks. Mobile technology plays a
fundamental role in giving people a voice
and access to knowledge, information and
education. In 2014, Nokia started a three-year
global partnership with Save the Children to
help improve children’s access to education
and learning through the use of technology
in Myanmar. Additionally, Nokia and Save the
Children announced an aim of improving
children’s and their communities’ capacity to
survive in case of a disaster through disaster
risk reduction and social protection in both
India and Myanmar.
Making change
happen together
We find that cooperation is often the
most effective way to approach
sustainability issues.
We expect our suppliers to meet the high
ethical, labor and environmental standards
set out in our Supplier Requirements before
we will work with them. We conduct regular
and robust assessments to monitor this
compliance, and work with suppliers to
improve performance where needed.
Employees
The average number of employees in
Continuing operations in 2014 was 57 566
(59 333 in 2013 and 71 808 in 2012). At
December 31, 2014 Continuing operations
had a total of 61 656 employees (55 244
employees on December 31, 2013 and
65 547 employees on December 31, 2012).
The total amount of wages and salaries
paid in Continuing operations in 2014 was
EUR 3 215 million (EUR 3 432 million in 2013
and EUR 4 295 million in 2012).
The table below shows the average number
of employees in 2014 divided according to
their business and geographical location:
Business
Nokia Networks
HERE
Nokia Technologies and
Group Common Functions
Total
Region
Finland
Other European countries
Middle East & Africa
China
Asia-Pacific
North America
Latin America
Total
Average number
of employees
50 680
6 067
819
57 566
Average number
of employees
6 855
15 523
2 482
8 608
15 838
5 136
3 124
57 566
In 2014, we conducted 155 supplier audits
or assessments on Corporate Responsibility,
and assessed 141 suppliers specifically
on their climate change impacts. We also
arranged four training workshops for
suppliers operating in high-risk countries to
raise their awareness of different elements
of our Supplier Requirements—including
labor conditions and due diligence on conflict
minerals—and to improve their capacity to
meet these standards. We also filed our first
conflict minerals report, where we have fully
disclosed our smelter list and conflict-free
sourcing related key performance indicators.
The report is available on our website at
company.nokia.com/en/about-us/
people-planet.
We work together with various organizations
that drive sustainable development and
participate in public policy development
initiatives on a global scale. In 2014, we
participated in the United Nations Global
Compact, Global e-Sustainability Initiative,
Carbon Disclosure Project, the
Telecommunications Industry Dialogue,
Climate Leadership Council, Digital Europe as
well as several standardization and University
cooperation groups. We also worked with
non-governmental organizations such as
Save the Children, Plan, Oxfam and WWF.
Reporting on our performance
For over a decade, we have provided detailed
reports on our progress in sustainability and
corporate responsibility. The reports are
available on our website at company.nokia.
com/en/about-us/people-planet.
We are also evaluated by a number of external
parties. For instance, in 2014, Nokia was
ranked sixth in Interbrand’s Best Global Green
Brands report and received top ratings for its
climate performance and disclosure in the
CDP Climate Change Report.
Cooperation with
Save the Children
In 2014, Nokia and
Save the Children joined
forces to promote
children’s rights.
Photo: Jonathan Hyams/
Save the Children.
NOKIA IN 2014
73
Board review Shares and
share capital
Nokia has one class of shares.
Each Nokia share entitles the
holder to one vote at general
meetings of Nokia.
On December 31, 2014 the total number of
Nokia shares was 3 745 044 246 and Nokia’s
share capital equaled EUR 245 896 461.96.
On December 31, 2014 Nokia and its
subsidiary companies owned a total of
96 900 800 Nokia shares, which represented
approximately 2.6% of the total number of
the shares and voting rights of the company.
In 2014, Nokia did not cancel any shares.
In 2014, under the authorization held by the
Board and in line with the capital structure
optimization program, Nokia repurchased a
total of 66 903 682 shares, which represented
approximately 1.8% of the total number of
shares and voting rights on December 31,
2014. The price paid for the shares was based
on the current market price of the Nokia share
on the securities market at the time of the
repurchase. As expected, the repurchased
shares were cancelled, effective as of
February 4, 2015.
In 2014, Nokia issued 49 904 new shares
upon the exercise of stock options issued
to personnel. The shares were issued in
accordance with the Nokia Stock Option
Plan 2011, approved by the Annual General
Meeting on May 3, 2011. The issuance of new
shares did not impact the amount of share
capital of the company. The issuance of
shares did not have any significant effect
on the relative holdings of the other Nokia
shareholders nor on their voting rights.
In 2014, under the authorization held by the
Board, Nokia transferred a total of 2 570 499
Nokia shares held by it as settlement under
Nokia equity plans to the plan participants
and personnel of the Nokia Group, including
certain Nokia Group Leadership Team
members. The shares were transferred free of
charge and the amount of shares represented
approximately 0.07% of the total number
of shares and voting rights on December 31,
2014. The issuance of shares did not have
any significant effect on the relative holdings
of the other Nokia shareholders nor on their
voting rights.
Information on the authorizations held by
the Board in 2014 to issue shares and special
rights entitling to shares, transfer shares and
repurchase own shares, as well as information
on related party transactions, the
shareholders, stock options, shareholders’
equity per share, dividend yield, price
per earnings ratio, share prices, market
capitalization, share turnover and average
number of shares are available in the
“Compensation of the Board of Directors
and the Nokia Group Leadership Team”,
“Financial Statements” and “General facts on
Nokia—Shares and shareholders” sections.
Dividend
The Board proposes
a dividend of EUR 0.14
per share for 2014.
The proposed dividend is in line with our
capital structure optimization program.
We distribute retained earnings, if any, within
the limits set by the Finnish Companies Act
(as defined below). We make and calculate the
distribution, if any, either in the form of cash
dividends, share buy-backs, or in some other
form or a combination of these. There is no
specific formula by which the amount of a
distribution is determined, although some
limits set by law are discussed below. The
timing and amount of future distributions
of retained earnings, if any, will depend on
our future results and financial conditions.
Under the Finnish Companies Act, we may
distribute retained earnings on our shares
only upon a shareholders’ resolution and
subject to limited exceptions in the amount
proposed by the Board. The amount of any
distribution is limited to the amount of
distributable earnings of the parent company
pursuant to the last accounts approved by our
shareholders, taking into account the material
changes in the financial situation of the
company after the end of the last financial
period and a statutory requirement that the
distribution of earnings must not result in
insolvency of the company. Subject to
exceptions relating to the right of minority
shareholders to request a certain minimum
distribution, the distribution may not exceed
the amount proposed by the Board.
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NOKIA IN 2014
Dividend
Nokia’s outlook
■ Nokia continues to expect Nokia Networks’
net sales to grow on a year-on-year basis
for the full year 2015.
■ Nokia continues to expect Nokia Networks’
operating margin for the full year 2015 to
be in-line with Nokia Networks’ long-term
operating margin range of 8% to 11%,
excluding special items and purchase price
accounting related items.
■ Nokia’s outlook for Nokia Networks net sales
and operating margin, excluding special
items and purchase price accounting
related items, is based on expectations
regarding a number of factors, including:
– competitive industry dynamics;
– product and regional mix;
– the timing of major network
deployments; and
– expected continued operational
improvement.
■ Nokia continues to expect HERE’s net sales
to grow on a year-on-year basis for the full
year 2015.
■ Nokia continues to expect HERE’s operating
margin, excluding special items and
purchase price accounting related items,
for the full year 2015 to be between 7%
and 12%, based on HERE’s leading market
position, positive industry trends and
improved focus on cost efficiency.
■ Nokia continues to expect Nokia
Technologies’ net sales to grow on a
year-on-year basis for the full year 2015,
excluding potential amounts related to the
expected resolution of our ongoing
arbitration with Samsung, which is expected
to be concluded during 2015.
■ Nokia continues to expect Nokia
Technologies’ operating expenses,
excluding special items and purchase price
accounting related items, to increase
meaningfully on a year-on-year basis for
the full year 2015. More specifically, Nokia
expects Nokia Technologies’ quarterly
operating expenses in 2015, excluding
special items and purchase price accounting
related items, to be approximately in-line
with the fourth quarter 2014 level. This is
related to higher investments in licensing
activities, licensable technologies, and
business enablers including go-to-market
capabilities, which target new and
significant long-term growth opportunities.
■ Nokia continues to expect Nokia Group
capital expenditures to be approximately
EUR 200 million in 2015, primarily
attributable to capital expenditures by
Nokia Networks.
■ Nokia continues to expect Nokia Group
financial income and expenses, including
net interest expenses and the impact from
changes in foreign exchange rates on
certain balance sheet items, to amount
to an expense of approximately EUR 160
million in 2015, subject to changes in
foreign exchange rates and the level of
interest-bearing liabilities.
■ Nokia continues to expect Group Common
Functions operating expenses, excluding
special items and purchase price accounting
related items, to be approximately EUR 120
million in 2015.
■ Nokia continues to target to record tax
expenses in Nokia Group’s Consolidated
Income Statements at a long-term effective
tax rate of approximately 25%. However,
Nokia targets Nokia Group’s cash tax
obligations to continue at approximately
EUR 250 million annually until Nokia Group’s
deferred tax assets have been fully utilized.
The cash tax amount may vary depending
on profit levels in different jurisdictions and
the amount of license income potentially
subject to withholding tax.
NOKIA IN 2014
75
Board review Risk factors
Set forth below is a description
of risk factors that could affect
Nokia. There may be, however,
additional risks unknown to
Nokia and other risks currently
believed to be immaterial that
could turn out to be material.
These risks, either individually or together,
could adversely affect our business, sales,
profitability, results of operations, financial
condition, costs, expenses, liquidity, market
share, brand, reputation and share price from
time to time. Unless otherwise indicated or
the context otherwise provides, references in
these risk factors to “Nokia”, “we”, “us” and
“our” mean Nokia’s consolidated operating
segments and refer to Continuing operations.
We describe the risks that affect the Nokia
Group or are relevant to all Nokia businesses
at the beginning of this section and provide
information on additional risks that are
primarily related to the individual Nokia
business: Nokia Networks, HERE and Nokia
Technologies, and are detailed separately
under their respective headings below.
This annual report also contains
forward-looking statements that involve
risks and uncertainties presented in
“Forward-looking statements” below.
Risks relating to Nokia
■ Nokia’s strategy to be a leader in
technologies of the Programmable World,
which is subject to various risks and
uncertainties, including that Nokia may
not be able to sustain or improve the
operational and financial performance
of its businesses or that Nokia may not be
able to correctly identify or successfully
pursue business opportunities.
■ We may be adversely affected by general
economic and market conditions.
■ We are a company with global operations
and with sales derived from various
countries, exposing us to risks related to
regulatory, political or other developments
in various counties or regions.
■ Our products, services and business
models depend on IPR on technologies that
we have developed as well as technologies
that are licensed to us by certain third
parties. As a result, evaluating the rights
related to the technologies we use or intend
to use is increasingly challenging, and we
expect to continue to face claims that we
could have allegedly infringed third parties’
IPR. The use of these technologies may also
result in increased licensing costs for us,
restrictions on our ability to use certain
technologies in our products and/or costly
and time-consuming litigation.
■ We have operations in a number of
countries and, as a result, face complex
tax issues and tax disputes and could
be obligated to pay additional taxes in
various jurisdictions.
■ Our actual or anticipated performance,
among other factors, could reduce our
ability to utilize our deferred tax assets.
■ We may be unable to retain, motivate,
develop and recruit appropriately
skilled employees.
■ If any of the companies we partner and
collaborate with were to fail to perform
as expected or if we fail to achieve the
collaboration or partnering arrangements
needed to succeed, we may not be able to
bring our products, services or technologies
to market successfully or in a timely
manner or our operations could be
affected adversely.
■ Our net sales, costs and results of
operations, as well as the US dollar value
of our dividends and market price of our
American Depositary Shares (“ADSs”),
are affected by exchange rate fluctuations,
particularly between the euro, which is
our reporting currency, and the US dollar,
the Japanese yen and the Chinese yuan,
as well as certain other currencies.
■ An unfavorable outcome of litigation,
contract-related disputes or allegations
of health hazards associated with our
businesses could have a material adverse
effect on our us.
■ Our operations rely on the efficient and
uninterrupted operation of complex and
centralized information technology systems
and networks and certain personal and
consumer data is stored as part of our
business operations. If a system or
network inefficiency, cybersecurity breach,
malfunction or disruption occurs, this
could have a material adverse effect on
our business and results of operations.
■ We may not be able to achieve targeted
benefits from or successfully implement
planned transactions, such as acquisitions,
divestments, mergers or joint ventures,
for instance due to issues in successfully
selecting the targets or failure to execute
transactions or due to unexpected liabilities
associated with such transactions.
■ Our efforts aimed at managing and
improving financial or operational
performance, cost savings and
competitiveness may not lead to targeted
results or improvements.
■ We may not be able to optimize our capital
structure as planned and re-establish
our investment grade credit rating.
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NOKIA IN 2014
Risks related specifically
to Nokia Networks
In addition to the other risks described in this
section, the following are risks specifically
related to our Nokia Networks business.
■ Nokia Networks focuses on mobile
broadband and accordingly its sales and
profitability depend on its success in the
mobile broadband infrastructure and
related services market. Nokia Networks
may fail to execute its strategy or to
effectively and profitably adapt its business
and operations in a timely manner to the
increasingly diverse solution needs of its
customers in such market or to such
technological developments.
■ Nokia Networks faces intense competition
and may fail to effectively and profitably
invest in new competitive high-quality
products, services, upgrades and
technologies and to bring them to
market in a timely manner.
■ Nokia Networks is dependent on a limited
number of customers and large multi-year
agreements and accordingly a loss of
a single customer, further operator
consolidation or issues related to a single
agreement, may have a significant impact
on Nokia Networks.
■ We may fail to manage our manufacturing,
service creation and delivery, as well
as our logistics efficiently, and without
interruption, or the limited number of
suppliers we depend on may fail to deliver
sufficient quantities of fully functional
products and components or deliver timely
services meeting our customers’ needs.
■ Nokia Networks may be adversely affected
by developments with respect to the
customer financing or extended payment
terms it provides to customers.
Risks related specifically to HERE
In addition to the other risks described in this
section, the following are risks specifically
related to our HERE business.
■ Our HERE business strategy is subject to
risks and uncertainties, including intense
competition faced by HERE, and may fail
to effectively and profitably invest in new
competitive high-quality services and data
and bring these to market in a timely
manner or adjust its operations efficiently.
■ Our HERE business sales are dependent
on the overall automotive market
developments and customer
business conditions.
■ Our HERE business sales, especially with
respect sales to the automotive industry
are derived from a limited number of
customers and large multi-year agreements
and accordingly a loss of a single customer
or issues related to a single agreement,
may have a significant impact on HERE.
Risks related specifically
to Nokia Technologies
In addition to the other risks described in this
section, the following are risks specifically
related to our Nokia Technologies business.
■ Our patent licensing income and other
intellectual property related revenue are
subject to risks and uncertainties and will
be adversely affected if we are not able to
maintain the existing sources of intellectual
property related revenue or establish new
sources. Additionally, our patent licensing
income is dependent on a limited number
of key licensees that contribute
proportionally significant patent licensing
income. Samsung is one of such key
licensees of Nokia, and therefore, the
outcome of the binding arbitration
expected in 2015 may have a significant
effect on Nokia’s patent licensing income
going forward.
■ Licensing our patents or other IPR portfolio
and otherwise monetizing our intellectual
property assets rely on adequate regulatory
protection for patented or other
proprietary technologies.
■ The Nokia Technologies business aims
to generate net sales and profitability
through business areas such as technology
licensing, licensing the Nokia brand and
other business ventures including
technology innovation and incubation,
which may not materialize as planned
or at all.
Board of Directors, Nokia Corporation
March 19, 2015
NOKIA IN 2014
77
Board review Corporate governance
78
NOKIA IN 2014
Reliable Contents
Corporate governance statement
Regulatory framework
Main corporate governance bodies of Nokia
Main features of the internal control and risk management
systems in relation to the financial reporting process
Members of the Board of Directors
Members of Nokia Group Leadership Team
Compensation
Board of Directors
Executive compensation
Compensation governance practices
80
80
80
85
86
89
92
92
93
97
Service contract of President and CEO Rajeev Suri,
effective from May 1, 2014
Termination provisions for the Nokia Group
Leadership Team members
Summary compensation table
Equity compensation
Legacy equity compensation programs
Share ownership of the Board of Directors
and the Nokia Group Leadership Team members
NOKIA IN 2014
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98
99
100
102
103
79
ReliableCorporate governance
Corporate governance statement
This corporate governance
statement is prepared in
accordance with Chapter 7,
Section 7 of the Finnish
Securities Markets Act
(2012/746, as amended)
and recommendation 54 of the
Finnish Corporate Governance
Code 2010 (the “Finnish
Corporate Governance Code”)
and is issued separately from
the Board review.
Regulatory framework
Nokia’s corporate governance practices
comply with Finnish laws and regulations as
well as with Nokia’s Articles of Association.
Nokia also complies with the Finnish
Corporate Governance Code, available at
www.cgfinland.fi, with the following exception:
In 2014, Nokia was not in full compliance with
recommendation 39 of the Finnish Corporate
Governance Code, as Nokia’s Restricted Share
Plans did not include performance criteria
but were time-based only, with a restriction
period of at least three years from the grant.
Restricted shares are granted only for
exceptional retention and recruitment
purposes aimed to ensure Nokia is able to
retain and recruit talent vital to its future
success. In the Restricted Share Plan 2014,
the number of shares to be granted was
reduced significantly and they are no longer
granted regularly. Similarly, under the
Restricted Share Plan 2015, restricted
shares are only used on a highly limited
basis and only in exceptional retention
and recruitment circumstances.
Nokia complies with corporate governance
standards, which are applicable due to listing
of its shares on the Helsinki stock exchange,
Nasdaq Helsinki. Furthermore, as a result of
the listing of its shares on the New York Stock
Exchange (also “NYSE”) and its registration
under the US Securities Exchange Act of
1934, Nokia must comply with the US federal
securities laws and regulations, including the
Sarbanes-Oxley Act of 2002 as well as the
requirements of the NYSE, in particular the
corporate governance standards under
Section 303A of the New York Stock Exchange
Listed Company Manual, which is available at
http://nysemanual.nyse.com/lcm/. Nokia
complies with these standards to the extent
such provisions are applicable to foreign
private issuers.
“The Board represents and
is accountable to the shareholders
of Nokia. The Board’s responsibilities
are active, not passive, and include
evaluating the strategic direction
of Nokia, its management policies
and their effective implementation
by management.”
To the extent any non-domestic rules and
regulations would require a violation of the
laws of Finland, Nokia is obliged to comply
with Finnish law and requirements. There are
no significant differences in the corporate
governance practices applied by Nokia
compared to those applied by US companies
under the New York Stock Exchange corporate
governance standards, with the exception
that Nokia complies with the requirements of
Finnish law with respect to the approval of
equity compensation plans. Under Finnish law,
stock option plans require shareholder
approval at the time of their launch. All other
plans that include the delivery of company
stock in the form of newly-issued shares or
treasury shares require shareholder approval
at the time of the delivery of the shares,
unless the shareholder approval has been
granted through an authorization to the
Board, a maximum of five years earlier.
The New York Stock Exchange corporate
governance standards require that the equity
compensation plans be approved by a
company’s shareholders. Nokia aims to
minimize the necessity for, or consequences
of, conflicts between the laws of Finland and
applicable non-domestic requirements.
The Board has also adopted Corporate
Governance Guidelines to reflect Nokia’s
commitment to good corporate governance.
Nokia’s Corporate Governance Guidelines are
available on our website at company.nokia.
com/en/about-us/corporate-governance.
Main corporate governance
bodies of Nokia
Pursuant to the provisions of the Finnish
Limited Liability Companies Act (2006/624, as
amended) (the “Finnish Companies Act”) and
Nokia’s Articles of Association, the control and
management of Nokia is divided among the
shareholders at a general meeting, the Board,
the President and CEO and the Nokia Group
Leadership Team, chaired by the President
and CEO.
General Meeting of shareholders
The shareholders may exercise their
decision-making power and their right to
speak and ask questions at the general
meeting of shareholders. Each Nokia share
entitles a shareholder to one vote at general
meetings of Nokia. Pursuant to the Finnish
Companies Act, an Annual General Meeting
must be convened by June 30 annually.
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NOKIA IN 2014
Corporate governance framework
General Meeting of Shareholders
External
audit
Board of Directors
Audit Committee
Personnel Committee
Corporate Governance and
Nomination Committee
Internal
audit
Nokia Group Leadership Team
President and CEO
The Annual General Meeting decides,
among other things, on the election and
remuneration of the Board, the adoption of
annual accounts, the distribution of profit
shown on the balance sheet, discharging the
members of the Board and the President and
CEO from liability as well as on the election
and fees of the external auditor.
In addition to the Annual General Meeting,
an Extraordinary General Meeting shall be
convened when the Board considers such
meeting to be necessary, or, when the
provisions of the Finnish Companies Act
mandate that such a meeting must be held.
Board of Directors
The operations of Nokia are managed under
the direction of the Board, within the
framework set by the Finnish Companies Act
and Nokia’s Articles of Association as well as
any complementary rules of procedure as
defined by the Board, such as the Corporate
Governance Guidelines and related Board
Committee charters.
Responsibilities of the Board of Directors
The Board represents and is accountable
to the shareholders of Nokia. The Board’s
responsibilities are active, not passive, and
include the responsibility to evaluate the
strategic direction of Nokia, its management
policies and the effectiveness of the
implementation of such by the management
on a regular basis. It is the responsibility of the
members of the Board to act in good faith and
with due care, so as to exercise their business
judgment on an informed basis, in a manner
which they reasonably and honestly believe
to be in the best interests of Nokia and its
shareholders. In discharging that obligation,
the members of the Board must inform
themselves of all relevant information
reasonably available to them. The Board and
each Board Committee also has the power to
appoint independent legal, financial or other
advisers as they deem necessary from time
to time.
The Board’s responsibilities also include
overseeing the structure and composition of
Nokia’s top management and monitoring legal
compliance and the management of risks
related to Nokia’s operations. In doing so, the
Board may set annual ranges and/or individual
limits for capital expenditures, investments
and divestitures and financial commitments
that are not to be exceeded without separate
Board approval.
In risk management policies and processes,
the Board’s role includes risk analysis and
assessment in connection with financial,
strategy and business reviews, updates and
decision-making proposals. Risk management
policies and processes are an integral part of
Board deliberations. For a more detailed
description of Nokia’s risk management
policies and processes, refer to “—Main
features of the internal control and risk
management systems in relation to the
financial reporting process” below.
The Board has the responsibility for
appointing and discharging the President and
CEO and the other members of the Nokia
Group Leadership Team. On April 29, 2014,
Nokia announced its new strategy and
consequently, changes to its leadership.
The Board appointed, effective as of May 1,
2014 Rajeev Suri as President and CEO of
Nokia. His rights and responsibilities include
those allotted to the President under Finnish
law and he also chairs the Nokia Group
Leadership Team.
Subject to the requirements of Finnish law,
the independent directors of the Board
confirm the compensation and terms of
employment of the President and CEO upon
the recommendation of the Personnel
Committee. The compensation and
employment conditions of the other
members of the Nokia Group Leadership
Team are approved by the Personnel
Committee upon the recommendation
of the President and CEO.
The Board has three committees: the Audit
Committee, the Personnel Committee and
the Corporate Governance and Nomination
Committee. These committees assist the
Board in its duties pursuant to their
respective committee charters. The Board
elects, and the independent directors of the
Board confirm, the election of the members
and chairmen for the Board’s committees
from among the Board’s independent
directors upon the recommendation of the
Corporate Governance and Nomination
Committee and upon each committee’s
member qualification standards. The Board
may also establish ad hoc committees for
detailed reviews or consideration of particular
topics to be proposed for the approval of
the Board.
In line with Nokia’s Corporate Governance
Guidelines, the Board conducts annual
performance evaluations, which also include
evaluations of the Board Committees’ work.
In 2014, the Board conducted an evaluation
process consisting of self-evaluations and
peer evaluations, as well as interviews.
The feedback from selected members of
management was also requested as part of
this evaluation process. The results of the
evaluation are discussed by the entire Board.
NOKIA IN 2014
81
Corporate governance Corporate governance statement continued
Exchange Mr. Siilasmaa was determined to
be independent upon the termination of his
interim CEO position. For the term starting at
the Annual General Meeting in 2015, all Board
member candidates have been determined to
be independent under the rules of the Finnish
Corporate Governance Code and the New York
Stock Exchange. As is customary, any changes
impacting the independence assessment
will be assessed as of the Annual General
Meeting date.
Meetings of the Board of Directors
The Board held 17 meetings excluding
committee meetings during 2014, of which
approximately half were regularly scheduled
meetings held in person, complemented by
meetings via video or conference calls or
other means. Additionally, in 2014, the
non-executive directors held meetings
regularly without management in connection
with scheduled Board meetings. Also, the
independent directors held one separate
meeting in 2014.
Directors’ attendance at the Board meetings,
including Committee meetings but excluding
meetings among the non-executive directors
or independent directors only, in 2014 is set
forth in the below table:
Election and composition of the
Board of Directors
Pursuant to the Articles of Association,
Nokia Corporation has a Board of Directors
composed of a minimum of seven and a
maximum of 12 members. The members
of the Board are elected for a term beginning
at the Annual General Meeting in which they
are elected and expiring at the close of the
following Annual General Meeting. The
Annual General Meeting convenes by
June 30 annually.
The Annual General Meeting held on June 17,
2014 elected the following nine members to
the Board: Vivek Badrinath, Bruce Brown,
Elizabeth Doherty, Jouko Karvinen, Mårten
Mickos, Elizabeth Nelson, Risto Siilasmaa, Kari
Stadigh and Dennis Strigl. More information
on the members of the Board can be found
on pages 98 to 100 of this annual report and
on our website at company.nokia.com/en/
about-us/corporate-governance.
Nokia Board’s leadership structure consists
of a Chairman and Vice Chairman elected
annually by the Board, and confirmed by
the independent directors of the Board,
from among the Board members upon
the recommendation of the Corporate
Governance and Nomination Committee. On
June 17, 2014, the independent directors of
the Board elected Risto Siilasmaa to continue
to serve as the Chairman and Jouko Karvinen
as the Vice Chairman of the Board. The
Chairman of the Board has certain specific
duties as stipulated by Finnish law and our
Corporate Governance Guidelines. The Vice
Chairman of the Board of Directors assumes
the duties of the Chairman of the Board in the
event he or she is prevented from performing
his or her duties.
Nokia does not have a policy concerning the
combination or separation of the roles of
the Chairman of the Board and the President
and CEO, but the leadership structure is
dependent on the company needs,
shareholder value and other relevant factors
applicable from time to time, while respecting
the highest corporate governance standards.
In 2014, through to April 30, 2014, Timo
Ihamuotila served as the interim President
and Risto Siilasmaa served as the interim CEO
while continuing in their roles of the Chief
Financial Officer and Chairman of the Board,
respectively. As of May 1, 2014, Rajeev Suri
was appointed as the President and CEO,
while Risto Siilasmaa continued as the
Chairman of the Board.
The current members of the Board are all
non-executive. For the term of the Board that
began at the Annual General Meeting in 2014,
seven of the nine non-executive Board
members were determined to be independent
as defined by the Finnish Corporate
Governance Code as well as by the rules of the
New York Stock Exchange. Mårten Mickos was
determined not to be independent under
both the Finnish Corporate Governance Code
and the rules of the New York Stock Exchange
due to his position as Chief Executive Officer
of Eucalyptus Systems, Inc. that had a
business relationship with Nokia. The
Chairman of the Board, Risto Siilasmaa, was
determined not to be independent under
Finnish Corporate Governance Code due to
his position as interim CEO of Nokia from
September 3, 2013 through to April 30, 2014.
Under the rules of the New York Stock
Vivek Badrinath (as of June 17, 2014)
Bruce Brown
Elizabeth Doherty
Henning Kagermann (until June 17, 2014)
Jouko Karvinen
Helge Lund (until June 17, 2014)
Mårten Mickos
Elizabeth Nelson
Risto Siilasmaa
Kari Stadigh
Dennis Strigl (as of June 17, 2014)
82
Board meetings
%
100
100
100
86
100
57
100
94
100
100
90
Audit
Committee
meetings
%
100
–
90
–
100
–
–
100
–
–
–
Personnel
Committee
meetings
%
–
100
–
100
–
75
–
–
–
86
100
Corporate
Governance
and Nomination
Committee
meetings
%
–
100
–
100
100
75
–
–
–
100
–
NOKIA IN 2014
For further information on internal control
over financial reporting, refer to “—Main
features of the internal control and risk
management systems in relation to the
financial reporting process” below.
Under Finnish law, an external auditor is
elected by shareholders by a simple majority
vote at the Annual General Meeting for one
fiscal year at a time. The Audit Committee
proposes to the shareholders, upon its
evaluation of the qualifications and
independence of the external auditor, the
nominee for election or re-election. Under
Finnish law, the fees of the external auditor
are also approved by the shareholders by a
simple majority vote at the Annual General
Meeting. The Committee makes a proposal
to the shareholders in respect of the fees
of the external auditor, and approves the
external auditor’s annual audit fees under
the guidance given by the Annual General
Meeting. For information about the fees
paid to Nokia’s external auditor,
PricewaterhouseCoopers, during 2014,
refer to the “Auditor fees and services
—Fees and services” section below.
In addition, many of the directors attended
as non-voting observers in meetings of a
committee in which they were not a member.
According to the Nokia Board practices,
the non-executive directors meet without
management in connection with each
regularly scheduled meeting. Such sessions
are chaired by the non-executive Chairman of
the Board. If the non-executive Chairman of
the Board is unable to chair these meetings,
the non-executive Vice Chairman of the
Board chairs the meeting. In addition, the
independent directors meet separately at
least once annually.
All the directors who served on the Board for
the term until the close of the Annual General
Meeting in 2014, except for Bruce Brown,
attended Nokia’s Annual General Meeting held
on June 17, 2014. The Finnish Corporate
Governance Code recommends that the
Chairman of the Board and a sufficient
number of directors attend the general
meeting of shareholders to ensure the
possibility for the shareholders to exercise
their right to present questions to both the
Board and management.
Further information
The Corporate Governance Guidelines
concerning the directors’ responsibilities, the
composition and election of the members of
the Board, its committees and certain other
matters relating to corporate governance are
available on Nokia’s website at company.nokia.
com/en/about-us/corporate-governance.
Furthermore, Nokia has a Code of Conduct
which is equally applicable to all Nokia
employees, directors and management
and, in addition, Nokia has a Code of Ethics
applicable to the President and CEO, Group
Chief Financial Officer and Corporate
Controller. These documents and the charters
of the Audit Committee, the Personnel
Committee and the Corporate Governance
and Nomination Committee are available on
our website at company.nokia.com/en/
about-us/corporate-governance.
Committees of the Board of Directors
The Audit Committee consists of a minimum
of three members of the Board who meet all
applicable independence, financial literacy
and other requirements as stipulated by
Finnish law and the rules of the stock
exchanges where Nokia shares are listed, i.e.
Nasdaq Helsinki and the NYSE. As of June 17,
2014, the Audit Committee has consisted of
the following four members of the Board:
Jouko Karvinen (Chairman), Vivek Badrinath,
Elizabeth Doherty and Elizabeth Nelson.
The Audit Committee is established by the
Board primarily for the purpose of oversight
of accounting and financial reporting
processes of Nokia and the audits of its
financial statements. The Committee is
responsible for assisting the Board in the
oversight of: (1) the quality and integrity of
company’s financial statements and related
disclosures; (2) the statutory audit of the
company’s financial statements; (3) the
external auditor’s qualifications and
independence; (4) the performance of the
external auditor subject to the requirements
of Finnish law; (5) the performance of the
company’s internal controls and risk
management and assurance function; (6) the
performance of the internal audit function;
and (7) the company’s compliance with legal
and regulatory requirements, including also
the performance of its ethics and compliance
program. The Committee also maintains
procedures for the receipt, retention and
treatment of complaints received by the
company regarding accounting, internal
controls, or auditing matters and for the
confidential, anonymous submission by Nokia
employees of concerns relating to accounting
or auditing matters. Nokia’s disclosure
controls and procedures, which are reviewed
by the Audit Committee and approved
by the President and CEO and the Group
Chief Financial Officer, as well as the internal
controls over financial reporting, are designed
to provide reasonable assurance regarding
the quality and integrity of the company’s
financial statements and related disclosures.
NOKIA IN 2014
83
Corporate governance Corporate governance statement continued
In discharging its oversight role, the Audit
Committee has full access to all company
books, records, facilities and personnel.
The Committee may appoint counsel,
auditors or other advisers in its sole
discretion, and must receive appropriate
funding, as determined by the Audit
Committee, from Nokia for the payment
of compensation to such outside advisers.
The Board has determined that all members
of the Audit Committee, including its
Chairman, Jouko Karvinen, are “audit
committee financial experts” as defined in the
requirements of Item 16A of an annual report
on Form 20-F filed with the U.S. Securities and
Exchange Commission (“SEC”). Mr. Karvinen
and each of the other members of the Audit
Committee are “independent directors” as
defined in Section 303A.02 of the New York
Stock Exchange Listed Company Manual.
The Audit Committee meets a minimum of
four times a year based upon a schedule
established at the first meeting following
the appointment of the Committee. The
Committee meets separately with the
representatives of Nokia’s management,
heads of the internal audit and ethics and
compliance functions, and the external
auditor in connection with each regularly
scheduled meeting. The head of the internal
audit function has at all times direct access
to the Audit Committee, without involvement
of management.
The Audit Committee held ten meetings
in 2014. The average attendance at the
meetings was 98%. In addition, any director
who so wishes may attend meetings of the
Audit Committee as a non-voting observer.
The Personnel Committee consists of a
minimum of three members of the Board
who meet all applicable independence
requirements as stipulated by Finnish law and
the rules of the stock exchanges where Nokia
shares are listed, i.e. Nasdaq Helsinki and the
NYSE. As of June 17, 2014, the Personnel
Committee has consisted of the following
three members of the Board: Bruce Brown
(Chairman), Kari Stadigh and Dennis Strigl.
The primary purpose of the Personnel
Committee is to oversee the personnel
related policies and practices at Nokia, as
described in the Committee charter. It assists
the Board in discharging its responsibilities in
relation to all compensation, including equity
compensation, of the company’s executives
and their terms of employment. The
Committee has overall responsibility
for evaluating, resolving and making
recommendations to the Board regarding:
(1) compensation of the company’s top
executives and their terms of employment;
(2) all equity-based plans; (3) incentive
compensation plans, policies and programs
of the company affecting executives; and
(4) other significant incentive plans. The
Committee is responsible for overseeing
compensation philosophy and principles and
ensuring the above compensation programs
are performance-based, designed to
contribute to the long-term shareholder
value creation and alignment to shareholders’
interests, properly motivate management,
and support overall corporate strategies.
The Committee is responsible for the review
of senior management development and
succession plans.
The Personnel Committee held seven
meetings in 2014. The average attendance
at the meetings was 92%. In addition,
any director who so wishes may attend
meetings by the Personnel Committee
as a non-voting observer.
For further information on the activities
of the Personnel Committee, refer to
“Compensation governance practices”
on page 97.
The Corporate Governance and Nomination
Committee consists of three to five members
of the Board who meet all applicable
independence requirements as stipulated
by Finnish law and the rules of the stock
exchanges where Nokia shares are listed, i.e.
Nasdaq Helsinki and the NYSE. As of June 17,
2014, the Corporate Governance and
Nomination Committee has consisted of
the following three members of the Board:
Jouko Karvinen (Chairman), Bruce Brown
and Kari Stadigh.
The Corporate Governance and Nomination
Committee’s purpose is: (1) to prepare the
proposals for the general meetings in respect
of the composition of the Board and the
director remuneration to be approved by the
shareholders; and (2) to monitor issues and
practices related to corporate governance
and to propose necessary actions in
respect thereof.
The Committee fulfills its responsibilities by
(1) actively identifying individuals qualified to
be elected members of the Board as well as
considering and evaluating the appropriate
level and structure of director remuneration;
(2) proposing the director nominees to the
shareholders for election at the Annual
General Meeting as well as the director
remuneration; (3) monitoring significant
regulatory and legal developments as well
as in the practice of corporate governance
and of the duties and responsibilities of
directors of public companies; (4) assisting
the Board and each Committee of the Board
in its annual performance evaluations,
including establishing criteria to be applied
in connection with such evaluations; (5)
developing and recommending to the
Board and administering Nokia’s Corporate
Governance Guidelines; and (6) reviewing
Nokia’s disclosure in the corporate
governance statement.
The Committee has the power to appoint
search firms or advisers to identify
appropriate candidates. The Committee may
also appoint counsel or other advisers, as it
deems appropriate from time to time. The
Committee has the sole authority to appoint
or terminate the services of such search firms
or advisers and to review and approve such
search firm or adviser’s fees and other
retention terms. It is the Committee’s practice
to appoint a search firm to identify new
director candidates.
The Corporate Governance and Nomination
Committee held six meetings in 2014. The
average attendance at the meetings was
95%. In addition, any director who so wishes
may attend meetings by the Corporate
Governance and Nomination Committee
as a non-voting observer.
84
NOKIA IN 2014
Nokia Group Leadership Team and the
President and CEO
Under its Articles of Association, Nokia has
a Nokia Group Leadership Team that is
responsible for the operative management
of Nokia. The Chairman and members of the
Nokia Group Leadership Team are appointed
by the Board. Nokia Group Leadership Team
is chaired by the President and CEO. The
President and CEO’s rights and responsibilities
include those allotted to the President under
Finnish law.
More information on the members of the
Nokia Group Leadership Team is available on
pages 90 and 91 of this annual report and
on our website at company.nokia.com/en/
about-us/corporate-governance.
Main features of the internal
control and risk management
systems in relation to the
financial reporting process
The Board’s Audit Committee is responsible
for, among other matters, risk management
relating to the financial reporting process and
assisting the Board’s oversight of the risk
management function. Nokia also has a Risk
Management Policy which outlines Nokia’s risk
management policies and processes more
extensively and which is approved by the Audit
Committee. Overseeing risk is an integral part
of Board deliberations. The Board’s role
in overseeing risk includes risk analysis and
assessment in connection with financial,
strategy and business reviews, updates and
decision-making proposals. Nokia applies
a systematic approach to risk management
across business operations and processes
with the Nokia strategy and financial plans
approved by the Board as a baseline.
Accordingly, risk management at Nokia is
not a separate process, rather a normal
daily business and management practice.
The management is responsible for
establishing and maintaining adequate
internal control over financial reporting for
Nokia. Nokia’s internal control over financial
reporting is designed to provide reasonable
assurance to the management and the Board
regarding the reliability of financial reporting
and the preparation and fair presentation of
published financial statements.
The management conducts a yearly
assessment of Nokia’s internal controls over
financial reporting in accordance with the
Committee of Sponsoring Organizations
(“COSO”) framework (2013 version) and the
Control Objectives for Information and related
Technology of internal controls. For 2014, the
assessment was performed based on a top
down risk assessment of Nokia’s financial
statements covering significant accounts,
processes and locations, corporate level
controls, control activities and information
systems’ general controls.
As part of its assessment the management
documented:
■ the corporate-level controls, which create
the “tone from the top” containing the
Nokia values and Code of Conduct and
provide discipline and structure to decision
making processes and ways of working.
Selected items from Nokia’s operational
mode and governance principles are
separately documented as corporate
level controls;
■ the control activities, which consist of
policies and procedures to ensure the
management’s directives are carried out
and the related documentation is stored
according to Nokia’s document retention
practices and local statutory requirements;
■ the information systems’ general controls
to ensure that sufficient information
technology general controls, including
change management, system development
and computer operations, as well as access
and authorizations, are in place; and
■ the significant processes, including seven
financial cycles and underlying IT cycle,
identified by Nokia to address control
activities implementing a top down risk
based approach. These cycles include
revenue cycle, inventory cycle, purchase
cycle, treasury cycle, human resources
cycle, record to report cycle, tax cycle and IT
cycle. Financial cycles have been designed
to: (i) give a complete end-to-end view of all
financial processes; (ii) identify key control
points; (iii) identify involved organizations;
(iv) ensure coverage for important accounts
and financial statement assertions; and
(v) enable internal control management
within Nokia.
Further, the management also:
■ assessed the design of the controls in
place aimed at mitigating the financial
reporting risks;
■ tested operating effectiveness of all
key controls;
■ evaluated all noted deficiencies in internal
controls over financial reporting in the
interim and as of year-end; and
■ performed a quality review on assessment
documentation and provided feedback
for improvement.
In conclusion, the management has assessed
the effectiveness of Nokia’s internal control
over financial reporting, at December 31,
2014, and concluded that such internal
control over financial reporting is effective.
Nokia also has an internal audit function that
acts as an independent appraisal function by
examining and evaluating the adequacy and
effectiveness of Nokia’s system of internal
control. Internal audit resides within the Group
Chief Financial Officer’s organization and
reports to the Audit Committee of the Board.
The head of the internal audit function has
direct access to the Audit Committee,
without involvement of the management.
NOKIA IN 2014
85
Corporate governance Corporate governance statement continued
Members of the Board of Directors
The current members of the
Board were elected at the
Annual General Meeting held
on June 17, 2014, based on
the proposal of the Board’s
Corporate Governance and
Nomination Committee.
On the same date, the Chairman of the
Board and Vice Chairman of the Board of
Directors, as well as the chairmen and
members of the committees of the Board,
were elected from among the Board
members and among the independent
directors of the Board, respectively.
The members of the Board are elected
annually for a term ending at the close
of the next Annual General Meeting.
The election is made by a simple majority
of the shareholders’ votes cast at the
Annual General Meeting.
Chairman Risto Siilasmaa, b. 1966
Chairman of the Board of Directors of Nokia
Corporation. Board member since 2008.
Chairman since 2012.
Vivek Badrinath, b. 1969
Deputy Chief Executive Officer, Accor Group.
Board member since June 17, 2014.
Member of the Audit Committee.
École Polytechnique and ENST.
Deputy Chief Executive Officer of Orange
2013-2014. Head of Business Services of
Orange 2010-2013. CEO of Thomson India in
2000-2004. Various technical positions with
the long-distance networks division of Orange
Group 1996-2000.
Master of Science (Eng.) (Helsinki University
of Technology).
President and CEO of F-Secure Corporation
1988-2006.
Chairman of the Board of Directors of
F-Secure Corporation. Vice Chairman of the
Board of Directors of the Federation of Finnish
Technology Industries. Member of the Board
of Directors of the Confederation of Finnish
Industries (EK).
Chairman of the Board of Directors of Elisa
Corporation 2008-2012.
Vice Chairman Jouko Karvinen, b. 1957
Independent Director. Board member
since 2011. Vice Chairman since 2013.
Chairman of the Audit Committee.
Chairman of the Corporate Governance
and Nomination Committee.
Master of Science (Eng.) (Tampere University
of Technology).
CEO of Stora Enso Oyj 2007-2014. CEO of
Philips Medical Systems Division 2002-2006.
Member of Board of Management of
Royal Philips Electronics 2006 and Group
Management Committee 2002-2006. Holder
of executive and managerial positions at ABB
Group Limited from 1987, including Executive
Vice President, Head of Automation
Technology Products Division and Member
of Group Executive Committee 2000-2002.
Member of the Board of Directors of
Aktiebolaget SKF since 2010.
Bruce Brown, b. 1958
Independent Director. Board member
since 2012. Chairman of the Personnel
Committee. Member of the Corporate
Governance and Nomination Committee.
M.B.A. (Marketing and Finance) (Xavier
University). B.S. (Chemical Engineering)
(Polytechnic Institute of New York University).
Retired from The Procter and Gamble
Company in September 2014. Chief
Technology Officer of The Procter & Gamble
Company 2008-2014. Various executive and
managerial positions in Baby Care, Feminine
Care, and Beauty Care units of The Procter &
Gamble Company since 1980 in the United
States, Germany and Japan.
Member of the Board of Directors of Agency
for Science, Technology & Research (A*STAR)
in Singapore. Member of the Board of
Trustees of Xavier University. Member of the
Board of Directors, the Audit Committee and
the Nominating and Corporate Governance
Committee of P. H. Glatfelter Company.
86
NOKIA IN 2014
Elizabeth Doherty, b. 1957
Independent Director. Board member since
2013. Member of the Audit Committee.
Bachelor of Science (University of
Manchester). FCMA (Fellow of the Chartered
Institute of Management Accountants).
Mårten Mickos, b. 1962
Senior Vice President and General Manager
of the Cloud Business, Hewlett-Packard
Company. Board member since 2012.
Master of Science (Eng.) (Helsinki University
of Technology).
Kari Stadigh, b. 1955
Group CEO and President of Sampo plc.
Board member since 2011. Member
of the Personnel Committee.
Member of the Corporate Governance
and Nomination Committee.
Master of Science (Eng.) (Helsinki University
of Technology). Bachelor of Business
Administration (Swedish School of Economics
and Business Administration, Helsinki).
Deputy CEO of Sampo plc 2001-2009.
President of Sampo Life Insurance Company
Limited 1999-2000. President of Nova Life
Insurance Company Ltd 1996-1998.
President and COO of Jaakko Pöyry Group
1991-1996.
Member of the Board of Directors and
Chairman of the Board’s Risk Committee of
Nordea Bank AB (publ). Chairman of the Board
of Directors of If P&C Insurance Holding Ltd
(publ), Kaleva Mutual Insurance Company and
Mandatum Life Insurance Company Limited.
Vice Chairman of the Board of Directors of
the Federation of Finnish Financial Services.
Member of the Board of Directors of Central
Chamber of Commerce of Finland.
Chairman of the Board of Directors of Alma
Media Corporation 2005-2011.
Chief Executive Officer of Eucalyptus Systems,
Inc. 2010-2014. Senior Vice President,
Database Group, Sun Microsystems
2008-2009. CEO, MySQL AB 2001-2008.
Chairman, Vexillum Ab 2000-2001. CEO,
MatchON Sports Ltd. 1999-2000. CEO,
Intellitel Communications Ltd. 1997-1999.
Chief Financial Officer and Executive Director
of Reckitt Benckiser Group plc 2011-2013.
Chief Financial Officer and Executive Director
of Brambles Industries Ltd 2007-2009. Group
International Finance Director of Tesco plc
2001-2007. Various executive and managerial
positions within Unilever plc 1979-2001
including Senior Vice President Finance,
Central and Eastern Europe; Commercial
Director, Unilever Thai Holdings Ltd;
Commercial Director, Frigo España SA;
Supply Chain Manager, Mattessons Walls Ltd;
and Internal Audit Manager.
Member of the Board of Directors,
Remuneration Committee and Chair of
the Audit Committee of Dunelm Group Plc.
Member of the Board of Directors and
Audit Committee of Delhaize SA.
Member of the Audit Committee and Board
of Directors of SAB Miller plc 2004-2011.
Elizabeth Nelson, b. 1960
Independent Director. Board member since
2012. Member of the Audit Committee.
M.B.A. (Finance) (The Wharton School,
University of Pennsylvania). B.S. (Foreign
Service) (Georgetown University).
Executive Vice President and Chief Financial
Officer, Macromedia, Inc. 1997-2005. Vice
President, Corporate Development,
Macromedia, Inc. 1996-1997. Various roles
in Corporate Development and International
Finance, Hewlett-Packard Company
1988-1996. Associate, Robert Nathan
Associates 1982-1986.
Chairman of the Board of Directors of DAI.
Independent Lead Director and Chair of the
Audit Committee of Zendesk Inc. Member of
the Board of Directors and Chair of the Audit
Committee of Pandora Media.
Member of the Boards of Directors of
Brightcove, Inc. 2010-2014, SuccessFactors,
Inc. 2007-2012, Ancestry.com, Inc.
2009-2012, and Autodesk, Inc. 2007-2010.
NOKIA IN 2014
87
Corporate governance Corporate governance statement continued
Members of the Board of Directors continued
Election of the Chairman of the Board of
Directors and Vice Chairman of the Board
of Directors and the chairmen and members
of the Board’s Committees
The Chairman of the Board and the Vice
Chairman of the Board of Directors are
elected from among the members of the
Board by the new Board and confirmed by
the independent directors of the Board based
on the recommendation of the Corporate
Governance and Nomination Committee. The
independent directors of the new Board also
confirm the election of the members and
chairmen for the Board’s committees from
among the Board’s independent directors
upon the recommendation of the Corporate
Governance and Nomination Committee and
based on each committee’s member
qualification standards. These elections will
take place at the Board’s assembly meeting
following the Annual General Meeting in 2015.
On January 29, 2015, the Corporate
Governance and Nomination Committee
announced that it will propose, in the
assembly meeting of the new Board of
Directors after the Annual General Meeting on
May 5, 2015, that Risto Siilasmaa be elected
as Chairman of the Board and Jouko Karvinen
as Vice Chairman of the Board of Directors,
subject to their election to the Board.
The following individuals served on Nokia
Board until the close of the Annual General
Meeting held on June 17, 2014:
Henning Kagermann, b. 1947
Board member 2007-2014. Served as the
chairman of the Personnel Committee and as
a member of the Corporate Governance and
Nomination Committee until June 17, 2014.
Helge Lund, b. 1962
Board member 2011-2014. Served as a
member of the Personnel Committee and as
a member of the Corporate Governance and
Nomination Committee until June 17, 2014.
Proposal of the Corporate Governance and
Nomination Committee for Composition of
the Board of Directors in 2015
On January 29, 2015, the Corporate
Governance and Nomination Committee
announced its proposal to the Annual General
Meeting convening on May 5, 2015 regarding
the composition of the Board for the
one-year term starting from the Annual
General Meeting in 2015 until the close
of the Annual General Meeting in 2016.
The Committee proposed that the number
of Board members be eight and that the
following current members of the Board be
re-elected as members of the Nokia Board for
a term until the close of the Annual General
Meeting in 2016: Vivek Badrinath, Bruce
Brown, Elizabeth Doherty, Jouko Karvinen,
Elizabeth Nelson, Risto Siilasmaa and
Kari Stadigh.
In addition, the Committee proposed that
Simon Jiang be elected as a new member
of the Board for the same term until the
close of the Annual General Meeting in 2016.
Dennis Strigl, b. 1946
Retired CEO of Verizon Wireless, Author and
Consultant. Board member since June 17,
2014. Member of the Personnel Committee.
Doctorate, Humane Letters (Honorary)
Canisius College, Master of Business
Administration (MBA) Farleigh Dickinson
University, Bachelor of Science in Business
Administration Canisius College.
President & Chief Operating Officer of Verizon
Communications Corporation 2007-2009.
President & Chief Executive Officer of Verizon
Wireless and Executive Vice President of
Verizon Communications 2000-2007.
President and Chief Executive Officer of Bell
Atlantic Mobile 1991-2000. Group President
and Chief Executive Officer of Bell Atlantic
Global Wireless 1995-2000. Vice President
and Chief Operating Officer New Jersey Bell
1990. Vice President Product Management
Bell Atlantic Corporation 1989. Various
executive and managerial positions in wireless
communications industry, including President
and Chief Executive Officer Applied Data
Research of Ameritech Communications
Corporation 1987-1988 and President
Ameritech Mobile 1984-1986.
Member of the Board of Directors of
Anadigics, Inc. and PNC Financial Services
Group and PNC Bank. Adjunct Professor,
Princeton University.
Member of the Board of Directors of
Eastman Kodak Company 2008-2013.
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NOKIA IN 2014
According to Nokia’s Articles of
Association, the Nokia Group
Leadership Team (until May 1,
2014 the Nokia Leadership Team)
is responsible for the operative
management of Nokia. The
Chairman and members of the
Nokia Group Leadership Team are
appointed by the Board. Rajeev
Suri is the President and CEO
of Nokia Corporation and he
also chairs the Nokia Group
Leadership Team.
■ Chris Weber, formerly Executive Vice
President, Sales and Marketing, stepped
down from the Nokia Leadership Team
effective as of April 25, 2014;
■ Louise Pentland, formerly Executive Vice
President, Chief Legal Officer, stepped
down from the Nokia Leadership Team
effective as of May 1, 2014;
■ Juha Äkräs, formerly Executive Vice
President, Human Resources, stepped
down from the Nokia Leadership Team
effective as of May 1, 2014;
■ Kai Öistämö, formerly Executive Vice
President, Chief Development Officer,
stepped down from the Nokia Leadership
Team effective as of May 1, 2014;
■ Michael Halbherr, formerly CEO of HERE,
stepped down from the Nokia Group
Leadership Team effective as of
September 1, 2014; and
■ Henry Tirri, who had served as the Executive
Vice President and Chief Technology Officer
through to April 30, 2014 and as of May 1,
2014 as Executive Vice President and acting
head of Nokia Technologies, stepped down
from the Nokia Group Leadership Team
effective as of September 3, 2014 and
continues as an adviser to the President
and CEO of Nokia Corporation on
technology issues.
Members of the Nokia Group
Leadership Team
Timo Ihamuotila served as interim President
from September 3, 2013 through to April 30,
2014, while also continuing to serve as Chief
Financial Officer. During this interim time
Mr. Ihamuotila also chaired the Nokia
Leadership Team.
During 2014, the following appointments were
made to the Nokia Group Leadership Team:
■ Rajeev Suri was appointed the President
and CEO of Nokia Corporation and
Chairman of the Nokia Group Leadership
Team as of May 1, 2014;
■ Samih Elhage was appointed Executive Vice
President and Chief Financial and Operating
Officer of Nokia Networks and member of
the Nokia Group Leadership Team as
of May 1, 2014;
■ Ramzi Haidamus was appointed President,
Nokia Technologies and member of the
Nokia Group Leadership Team as of
September 3, 2014; and
■ Sean Fernback was appointed President,
HERE and member of the Nokia Group
Leadership Team as of November 1, 2014.
Further, during 2014 the following Nokia
Group Leadership Team members resigned:
■ Stephen Elop, formerly Executive Vice
President, Devices & Services, stepped
down from the Nokia Leadership Team
as of April 25, 2014;
■ Jo Harlow, formerly Executive Vice
President, Smart Devices, stepped down
from the Nokia Leadership Team effective
as of April 25, 2014;
■ Juha Putkiranta, formerly Executive Vice
President, Operations, stepped down from
the Nokia Leadership Team effective as of
April 25, 2014;
■ Timo Toikkanen, formerly Executive Vice
President, Mobile Phones, stepped down
from the Nokia Leadership Team effective
as of April 25, 2014;
NOKIA IN 2014
89
Corporate governance Corporate governance statement continued
Members of the Nokia Group Leadership Team continued
Rajeev Suri, b. 1967
President and Chief Executive Officer of
Nokia Corporation. Chairman and member
of the Nokia Group Leadership Team since
2014. Joined Nokia 1995.
Timo Ihamuotila, b. 1966
Executive Vice President and Group Chief
Financial Officer. Nokia Group Leadership
Team member since 2007. With Nokia
1993-1996, rejoined 1999.
Master of Science (Economics), Helsinki
School of Economics, Finland. Licentiate
of Science (Finance), Helsinki School of
Economics, Finland.
Executive Vice President, Sales, Markets, Nokia
2008-2009. Executive Vice President, Sales
and Portfolio Management, Mobile Phones,
Nokia 2007. Senior Vice President, CDMA
Business Unit, Mobile Phones, Nokia
2004-2007. Vice President, Finance,
Corporate Treasurer, Nokia 2000-2004.
Director, Corporate Finance, Nokia
1999-2000. Vice President of Nordic
Derivatives Sales, Citibank plc. 1996-1999.
Manager, Dealing & Risk Management, Nokia
1993-1996. Analyst, Assets and Liability
Management, Kansallis Bank 1990-1993.
Member of Board of Directors of Uponor
Corporation. Member of the Board of
Directors of Central Chamber of Commerce
of Finland.
Bachelor of Engineering (Electronics and
Communications), Manipal Institute of
Technology, Karnataka, India.
CEO, Nokia Solutions and Networks
October 2009-April 2014. Head of Services,
Nokia Siemens Networks September
2007-September 2009. Head of Asia Pacific,
Nokia Siemens Networks April 2007-August
2007. Senior Vice President, Nokia Networks
Asia Pacific February 2005-March 2007.
Vice President, Hutchison Customer
Business Team, Nokia Networks January
2004-January 2005. General Manager,
Business Development, Nokia Networks Asia
Pacific 2003. Sales Director—BT, O2 and
Hutchison Global Customers, Nokia Networks
2002. Director, Technology and Applications,
BT Global Customer, Nokia Networks 2000-
2001.Head of Global Competitive Intelligence,
Nokia Networks 1999-2000. Head of
Product Competence Center, Nokia Networks
South Asia 1997-1999. System Marketing
Manager, Cellular Transmission, Nokia
Networks India 1995-1997. Head of Group
Procurement, imports and special projects,
Churchgate Group, Nigeria 1993-1995.
National Account Manager—Transmission /
Manager—Strategic Planning, ICL India (ICIM)
1990-1993. Production Engineer, Calcom
Electronics 1989.
Samih Elhage, b. 1961
Executive Vice President and Chief Financial
and Operating Officer of Nokia Networks.
Nokia Group Leadership Team member since
2014. Joined Nokia Siemens Networks (NSN)
in 2012.
Bachelor of Electrical Engineering
(telecommunications), University of Ottawa,
Canada. Bachelor of Economics, University
of Ottawa, Canada. Master of Electrical
Engineering (telecommunications), École
Polytechnique de Montréal, Canada.
Chief Financial Officer, NSN 2013-2014. Chief
Operating Officer, NSN 2012-2013. Senior
Advisor, leading private equity and global
management consulting firms, January
2011-March 2012. President, Carrier Voice
over IP and Applications Solutions (CVAS)
division, Nortel 2008-2010. Leadership
positions in Operations, Business
Transformation, Broadband Networks,
Optical Networks, and Core Data Networks,
Nortel 1998-2008. Multiple leadership
and management roles related to Network
Development at Bell Canada 1990-1998.
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NOKIA IN 2014
Sean Fernback, b. 1963
President, HERE. Nokia Group Leadership
Team member since 2014.
Joined Nokia 2014.
Ramzi Haidamus, b. 1964
President, Nokia Technologies. Nokia Group
Leadership Team member since 2014.
Joined Nokia in 2014.
Diploma in Micro Electronics Engineering,
University of Hertfordshire, United Kingdom.
Master of Science (electrical engineering),
University of the Pacific, California.
Senior Vice President of Everyday Mobility
of HERE 2014. Senior Vice President of
Engineering & Product Development,
TomTom 2008-2014 and Vice President of
Hardware Engineering, TomTom 2006-2007.
Chief Technology Officer, TV Compass Ltd,
London 2003-2006. Chief Technology Officer,
acting, Boardbug Ltd, London 2003. Chief
Information Officer, Pogo Technology Ltd/
Pogo Mobile Solutions Ltd, London
2000-2003. Founder and CEO, Motionworks
1989-2000.
Executive Vice President, Marketing and
Business Development, Dolby Laboratories,
Inc. 2012-2014. Executive Vice President,
Sales and Marketing, Dolby Laboratories, Inc.
2007-2012. Senior Vice President and
General Manager, Dolby Labs Licensing
Corporation 2006-2007. President & Founder,
Via Licensing Corporation 2002-2006.
Director Business Development, Dolby
Laboratories, Inc. 2000-2002. Technology
Business Strategist, Dolby Laboratories, Inc.
1999-2000. Manager, Digital Technologies
Licensing, Dolby Laboratories, Inc.
1997-1999. Senior Licensing Engineer,
Dolby Laboratories, Inc. 1996-1997. Design
Engineer, Stanford Research Systems
1989-1996.
NOKIA IN 2014
91
Corporate governance Compensation
Board of Directors
The table below outlines the annual compensation of the members
of the Board for services on the Board and its committees, as resolved
at the respective Annual General Meetings in 2014, 2013, and 2012.
Compensation of the Board of Directors in 2014
In 2014, the aggregate amount of compensation paid to the members
of the Board for their services as members of the Board and its
committees equaled EUR 1 580 000.
Position
Chairman
Vice Chairman
Member
Chairman of Audit
Committee
Member of Audit
Committee
Chairman of Personnel
Committee
Total(1)
2014
EUR
440 000
150 000
130 000
2013
EUR
440 000
150 000
130 000
2012
EUR
440 000
150 000
130 000
25 000
25 000
25 000
10 000
10 000
10 000
25 000
1 580 000
25 000
1 570 000
25 000
1 700 000
(1) The changes in the aggregate Board compensation year on year are attributable to changes in
the number of Board members and their committee memberships. The compensation paid for
services rendered remained the same over the relevant periods.
In accordance with Nokia’s policy, directors’ remuneration consists
only of an annual fee and no additional fees are paid for meeting
attendance. Approximately 40% of the directors’ remuneration is
paid in the form of Nokia shares that are purchased from the market
or alternatively by using treasury shares held by the company. The rest
of the remuneration is paid in cash, most of which is typically used to
cover taxes arising from the remuneration. In addition, directors shall
retain all Nokia shares received as director compensation until the end
of their Board membership (except for those shares needed to offset
any costs relating to the acquisition of the shares, including taxes).
Non-executive directors do not participate in any of Nokia’s equity
programs and do not receive performance shares, restricted shares
or any other equity based or otherwise variable compensation for
their duties as Board members.
The compensation of the Board is resolved annually by our
shareholders at the Annual General Meeting. It is resolved by a majority
vote of the shareholders represented at the Annual General Meeting,
upon the proposal of the Corporate Governance and Nomination
Committee of the Board. The compensation is determined as of the
date of the Annual General Meeting until the close of the next Annual
General Meeting.
When preparing the proposal for Board compensation for the Annual
General Meeting, the Corporate Governance and Nomination
Committee reviews and compares total compensation levels and their
criteria to other global peer group companies with net sales and a
complexity of business comparable to that of Nokia’s. The Corporate
Governance and Nomination Committee’s aim is to ensure that Nokia
has an efficient Board of international professionals representing a
diverse mix of skills and experience. Competitive Board remuneration
contributes to the achievement of this target.
The following table outlines the total annual compensation paid to
the members of the Board for their services in 2014, as resolved by
shareholders at the Annual General Meeting on June 17, 2014. For
more details on Nokia shares held by the members of the Board, refer
to “—Share ownership of the Board of Directors and the Nokia Group
Leadership Team—Share ownership of the Board of Directors” below.
Risto Siilasmaa, Chairman(2)
Jouko Karvinen, Vice Chairman(3)
Vivek Badrinath(4)
Bruce Brown(5)
Elizabeth Doherty(6)
Henning Kagermann, Board member
until June 17, 2014(7)
Helge Lund, Board member until
June 17, 2014(7)
Mårten Mickos
Elizabeth Nelson(8)
Kari Stadigh
Dennis Strigl
Total
Compensation
earned or paid
in cash
EUR(1)
440 000
175 000
140 000
155 000
140 000
–
–
130 000
140 000
130 000
130 000
1 580 000
Year
2014
2014
2014
2014
2014
2014
2014
2014
2014
2014
2014
(1) Approximately 40% of each Board member’s annual compensation was paid in Nokia shares
purchased from the market and the remaining approximately 60% in cash. The members of the
Board do not participate in any of Nokia’s equity programs or receive any other form of variable
compensation for their services as Board members.
(2) Represents compensation paid to Risto Siilasmaa for services as the Chairman of the Board. This
table does not include compensation paid to Mr. Siilasmaa for his services as the interim CEO. For
the compensation paid for his services as the interim CEO, refer to “—Summary compensation
table” below.
(3) Represents compensation paid to Jouko Karvinen, consisting of EUR 150 000 for service as Vice
Chairman of the Board and EUR 25 000 for services as the Chairman of the Audit Committee.
(4) Represents compensation paid to Vivek Badrinath, consisting of EUR 130 000 for services as a
member of the Board and EUR 10 000 for service as a member of the Audit Committee.
(5) Represents compensation paid to Bruce Brown, consisting of EUR 130 000 for services as a
member of the Board and EUR 25 000 for service as the Chairman of the Personnel Committee.
(6) Represents compensation paid to Elizabeth Doherty, consisting of EUR 130 000 for services as
a member of the Board and EUR 10 000 for service as a member of the Audit Committee.
(7) Henning Kagermann and Helge Lund served on the Board until the close of the Annual General
Meeting in 2014. They were not paid any compensation during fiscal year 2014, but received
their compensation for the term until the close of the Annual General Meeting in 2014 for the
fiscal year 2013.
(8) Represents compensation paid to Elizabeth Nelson, consisting of EUR 130 000 for services as
a member of the Board and EUR 10 000 for service as a member of the Audit Committee.
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NOKIA IN 2014
Executive compensation
Introduction
The year 2014 was one of fundamental change for Nokia.
Following the Sale of the D&S Business, Nokia emerged with three
businesses—Nokia Networks, HERE and Nokia Technologies.
As a result of these changes and the new Nokia strategy we have
introduced new corporate values and reviewed and refreshed
our executive pay practices and policies for the Nokia Group
Leadership Team.
Key updates made to our executive compensation practices are
as follows:
Drive performance
■ We have updated the mix of various compensation elements to
reflect market practice for companies of similar size and complexity.
■ Performance shares are now used as the primary vehicle for
long-term incentives.
Attract and retain the right talent
■ We have updated our peer group for assessment of the
competitiveness of our compensation packages and structure given
our renewed business and strategy.
Align with shareholder interests
■ Our share ownership and clawback policies have been strengthened
as part of the review of our compensation approach in order to
ensure appropriate alignment with shareholders and accountability
for sustainable long-term company success.
Proposal by the Corporate Governance and Nomination Committee
for compensation to the Board of Directors in 2015
On January 29, 2015, the Corporate Governance and Nomination
Committee of the Board announced its proposal to the Annual General
Meeting convening on May 5, 2015 regarding the remuneration to
the Board in 2015. The Committee will propose that the annual fee
payable to the Board members elected at the same meeting for a term
until the close of the Annual General Meeting in 2016 remains at the
same level as it has been for the past seven years and be as follows:
EUR 440 000 for the Chairman, EUR 150 000 for the Vice Chairman
and EUR 130 000 for each member; for the Chairman of the Audit
Committee and the Chairman of the Personnel Committee an
additional annual fee of EUR 25 000, and for each member of the
Audit Committee an additional annual fee of EUR 10 000.
The guiding principle of the Corporate Governance and Nomination
Committee’s remuneration proposal is to align the interests of the
directors with those of the shareholders by remunerating directors
primarily with Nokia shares that according to the current policy shall
be retained for the duration of the Board membership. Therefore,
the Committee will propose that, as in the past, approximately 40% of
the Board remuneration be paid in Nokia shares purchased from the
market or alternatively by using treasury shares held by the company.
The shares shall be retained until the end of a director’s Board
membership in line with the current Nokia policy (except for those
shares needed to offset any costs relating to the acquisition of the
shares, including taxes). The rest of the remuneration would be
payable in cash, most of which is typically used to cover taxes arising
from the remuneration.
The Committee’s aim is to ensure that Nokia has an efficient Board
of international professionals representing a diverse mix of skills and
experience. A competitive Board remuneration contributes to the
achievement of this target.
In determining the proposed remuneration, it is the Committee’s
policy to review and compare the total remuneration levels and their
criteria paid in other global companies with net sales and complexity
of business comparable to that of Nokia’s. It is the company’s policy
that the remuneration consists of an annual fee only, and that no fees
for meeting attendance are paid. It is also the company’s policy that a
significant portion of director compensation will be paid in the form of
company shares purchased from the market or by using shares held by
the company and that each Board member shall retain, in accordance
with the current policy, all Nokia shares received as director
compensation until the end of his or her Board membership (except
for those shares needed to offset any costs relating to the acquisition
of the shares, including taxes). In addition, it is Nokia’s policy that
non-executive members of the Board do not participate in any of
its equity programs and do not receive stock options, performance
shares, restricted shares or any other equity-based or otherwise
variable compensation for their duties as Board members.
NOKIA IN 2014
93
Corporate governance Compensation continued
The Nokia Group Leadership Team
This section provides details regarding our compensation strategy,
philosophy, policies, programs and practices, including specific
information related to the Nokia Group Leadership Team.
The following members were our named executive officers at
December 31, 2014:
Appointment date
May 1, 2014
Name
Rajeev Suri
Timo Ihamuotila
Samih Elhage
Position held in 2014
President and Chief Executive
Officer
EVP, Group Chief Financial
Officer
EVP, Chief Financial and
Operating Officer, Nokia
Networks
In designing Nokia’s variable compensation programs key
consideration is given to:
■ incorporating specific performance measures that align directly
with the execution of our strategy;
■ delivering an appropriate amount of performance-related variable
compensation for the achievement of strategic goals and financial
targets in both the short and the long term;
■ appropriately balancing rewards between company and individual
September 1, 2011
performance; and
May 1, 2014
■ fostering an ownership culture that promotes sustainability and
long-term value creation that aligns the interests of participants
with those of the shareholders.
Ramzi Haidamus President, Nokia Technologies September 3, 2014
November 1, 2014
Sean Fernback
President, HERE
Compensation philosophy, design and strategy
Our compensation programs are designed to attract, retain and
motivate talent with the right mix of skills and capabilities and foster
a pay for performance environment. Reward is aligned with the
company’s strategy by adopting an appropriate mix of fixed and
variable compensation to engage and motivate employees in the
performance of the business and ensure alignment with shareholders.
A single compensation framework is used across the entire Nokia
Group with a varying mix of fixed and variable pay for each level.
Higher levels of performance-based pay and equity compensation
are used to reward executives for delivering long-term sustainable
growth and creating shareholder value.
Nokia aims to provide a globally competitive compensation offering
compared to companies of similar size and complexity. In its
determination of compensation for the President and CEO and the
Nokia Group Leadership Team, the Personnel Committee of the
Board considers the compensation levels in other companies in high
technology, telecommunications and internet services industries,
as well as companies from other industries that are headquartered in
Europe and the United States. The peer group is determined by the
Personnel Committee and was reviewed during 2014 to ensure that
the new focus of the Nokia Group is appropriately reflected in the peer
group following the Sale of the D&S Business and integration of the
Nokia Networks organization.
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NOKIA IN 2014
Compensation structure and goal setting
In line with our overall compensation philosophy our executives are rewarded using a mix of fixed and variable pay.
The elements of the compensation structure for the Nokia Group Leadership Team are further detailed below:
Element
Base salary
Principles
Fixed cash component targeted at our peer group median; base salary
can vary from the market due to individual performance, experience,
time in position, and internal equity considerations. Base salaries are
reviewed annually taking into account market conditions, affordability
and individual performance.
Short-term
incentive
Long-term
incentive
An annual cash award designed to reward a mix of corporate,
business unit, and individual performance compared to pre-established
performance goals. The on target short-term incentive award,
when taken together with base salary, is designed to provide a median
annual total cash compensation comparable to that of our peer group.
The equity-based portion of compensation that is tied to Nokia’s
long-term success and delivered through performance shares.
Long-term incentive awards are intended to provide competitive incentive
compensation compared with our peer group when combined with base
salary and target short-term incentive.
The ultimate value of an award depends on our share price and business
performance against predetermined performance measures.
Restricted shares are also used selectively to recruit and retain key talent
on a very limited basis. The number of shares vesting is predetermined
but the ultimate value will rise or fall in line with movements in the
share price.
There are also certain legacy equity compensation programs in force
as described in “—Legacy equity compensation programs” below.
The Nokia Group Leadership Team members are provided the same
benefits that are made available to employees more broadly in the
relevant country, with additional security provisions, as appropriate.
The Nokia Group Leadership Team members may also be provided with
certain other benefits from time to time, which are not material in terms
of monetary value.
To facilitate international mobility by providing relevant benefits to assist
executives in relocation. Mobility policies support the relocation of an
executive and their dependents or the reasonable costs of commuting.
Benefits are market specific and are not compensation for performing
the role but provided to defray costs or additional burdens of a relocation
or residence outside the home country.
To provide retirement funding in line with local market and legal
requirements, typically through defined contribution or locally mandated
pension plans. No supplemental pension arrangements are provided.
Change of control arrangements are offered on a very limited basis only,
and based on a double trigger structure, which means that both a
specified change of control event and termination of the individual’s
employment must take place for any change of control based severance
payment to materialize. More information provided under section
“—Termination provisions for the Nokia Group Leadership Team members”.
Benefits &
perquisites
Relocation &
mobility
Retirement
plans
Change of
control
arrangements
Purpose
To compensate for the relevant knowledge, skills
and experience the individual brings to the role
and the responsibility of their position. Provides
a degree of financial certainty and stability that
helps us retain talent.
Reward for the achievement of key business
metrics by meeting financial and strategic targets
during the fiscal year.
To reward for delivery of sustainable long-term
performance, align the executives’ interests with
those of shareholders and aid retention.
Benefits and perquisites are offered as part
of the core compensation package to enable
us to attract, retain and protect employees
and executives.
To assist with mobility across the Nokia Group
to ensure the appropriate talent is available
to execute our strategy in the right locations.
To give a market competitive level of provision
for post-retirement income.
To ensure the continuity of management in
connection with possible change of control event.
NOKIA IN 2014
95
Corporate governance Compensation continued
2014 compensation for the Nokia Group Leadership Team
Compensation mix
The target mix of compensation for the President and CEO and other members of the Nokia Group Leadership Team is shown below.
Consistent with our pay for performance philosophy, a significant proportion of their compensation is delivered in variable pay,
rewarding performance and aligning their interests with those of shareholders.
Summary of mix of compensation package (%)
20.0%
25.0%
55.0%
31.5%
29.4%
39.1%
0
20
40
60
80
100%
President and CEO
Base
Short-term incentive
Long-term incentive
Other Nokia Group Leadership Team members (average)
Base
Short-term incentive
Long-term incentive
Short-term incentives
The 2014 short-term incentives for the President and CEO and the Nokia Group Leadership Team are based on the following measurement
criteria, defined in order to reward achievement against key financial targets and the strategic objectives required to ensure that the right
strategy, culture and operating model are in place to enable sustainable success for Nokia going forward.
Position
President and CEO
Minimum
performance
0%
Target
performance
125%
Maximum
performance
250%
As a percentage of base salary
Other Nokia Group
Leadership Team
members
0%
75%–100%
150%–200%
Measurement criteria
Key financial targets (including net sales, operating profit
and free cash flow) and key strategic objectives focusing
on the strategy, culture and infrastructure of the new Nokia
operating model
Corporate and business-specific key financial targets as
appropriate for each role (including net sales, operating profit
or EBITDA and free cash flow) and key strategic objectives
focusing on the priorities of each of our businesses
2014 achievement against the short-term incentive plan targets is shown below, with the strong 2014 financial performance reflected in the
level of payment.
% of target short-term incentive earned in 2014
142.2%
138.2%
100
110
120
130
140
150%
1 President and CEO
2 Other Nokia Group Leadership Team members (average)
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NOKIA IN 2014
Long-term incentives
Our long-term incentives are designed to ensure alignment with
the interests of shareholders and the delivery of sustainable success
at a corporate level. Long-term incentive awards were predominantly
made in performance shares, the details of which are discussed in
more detail in the “—Equity compensation” section below. In addition
to the target level of long-term incentive awards, additional one-time
performance share awards were made to Mr. Suri and Mr. Elhage.
Pension arrangements for the members of the Nokia Group
Leadership Team
The President and CEO and other members of the Nokia Group
Leadership Team participate in the local retirement plans applicable
to employees in the country of residence. Executives based in Finland,
Mr. Suri, Mr. Ihamuotila and Mr. Elhage, participate in the statutory
Finnish pension system, as regulated by the Finnish Employees’
Pension Act (395/2006, as amended) (the “Finnish TyEL”), which
provides for a retirement benefit based on years of service and
earnings according to prescribed rules. No supplemental pension
arrangements are provided. Under the Finnish TyEL pension system,
base pay, incentives and other taxable fringe benefits are included
in the definition of earnings, while gains realized from equity are not.
Retirement benefits are available from age 63 to 68, according to an
increasing scale. Mr. Haidamus participates in Nokia’s US Retirement
Savings and Investment Plan. Under this 401(k) plan, participants elect
to make voluntary pre-tax contributions that are 100% matched by
Nokia up to 8% of eligible earnings. 25% of the employer’s match
vests for the participants annually during the first four years of their
employment. Mr. Fernback participates in the HERE Pension Plan that
is 100% company funded. Contributions are based on pensionable
earnings, the pension table and retirement age.
Other arrangements
In line with Nokia’s high ethical standards, Nokia has adopted a new
more stringent clawback policy. According to this policy, variable pay
can be clawed back from executives, to whom the policy applies, in the
event of a specified misconduct or a materially adverse misstatement.
Compensation governance practices
The Board of Directors
■ Approves and the independent members of the Board confirm the
compensation of the President and CEO upon recommendation of
the Personnel Committee;
■ approves upon recommendation from the Personnel Committee
any long-term incentive compensation, and all equity plans,
programs or similar arrangements of significance that the company
establishes for its employees; and
■ decides on the issuance of shares to fulfill the company’s obligations
under equity plans in respect of vested awards to be settled.
The Personnel Committee
As part of its responsibilities the Personnel Committee assists the
Board in discharging its responsibilities relating to all compensation,
including equity compensation, of the Company’s executives and
the terms of employment of the same, making recommendations
to the Board:
■ recommends to the Board the corporate goals and objectives
relevant to the compensation of the President and CEO, and
evaluates the performance of the President and CEO against
previously established goals and objectives as well as proposes
to the Board the compensation level of the President and CEO;
■ reviews and approves changes to the peer group for assessment
of the competitiveness of our compensation from time to time;
■ approves and oversees recommendations from the President and
CEO for compensation for other members of the Nokia Group
Leadership Team and any other executive-level direct reports to
the CEO;
■ reviews and approves goals and objectives relevant to the
compensation for other members of the Nokia Group Leadership
Team and any other executive-level direct reports to the CEO, and
reviews the results of the evaluation of their performance in relation
to the approved goals and objectives;
■ reviews and periodically makes recommendations to the Board
regarding the operation and amendment of any long-term incentive
arrangements and all equity plans; and
■ reviews the content of and ensuring compliance with the share
ownership policy.
Independent consultant
The Personnel Committee retains the use of an independent external
consultant to assist in the review and determination of executive
compensation. The consultant works directly with the Personnel
Committee and meets annually with the Committee, without
management present to provide advice on:
■ market data and appropriateness of compensation information
compiled by management;
■ the appropriateness and competitiveness of our compensation
program relative to market levels and practice; and
■ executive compensation trends and developments.
The Committee has reviewed and established that the consultant that
works for the Personnel Committee is independent of Nokia and does
not have any other business relationships with Nokia.
President and CEO
The President and CEO plays an active role in compensation
governance and performance management processes for his direct
reports and the wider employee population in Nokia.
The President and CEO is not a member of the Personnel Committee
and does not vote at Personnel Committee meetings nor does he
participate in any conversations regarding his own compensation.
NOKIA IN 2014
97
Corporate governance Compensation continued
Service contract of President and CEO Rajeev Suri,
effective as of May 1, 2014
Pursuant to his service contract Mr. Suri’s annual base salary, which
is subject to annual review by the Board and confirmation by the
independent members of the Board, is EUR 1 000 000 and his
incentive target under the Nokia short-term cash incentive plan is
125% of annual base salary. Mr. Suri is entitled to the customary
benefits in line with our policies applicable to the senior executives,
however, some of the benefits are being provided to him on a tax
assisted basis. Mr. Suri is also eligible to participate in Nokia Group’s
long-term equity based compensation programs in accordance
with Nokia policies and guidelines and as determined by the Board.
Pursuant to his service contract Mr. Suri maintained his participation
in the Nokia Networks Equity Incentive Plan, which is further detailed
in the “—Nokia Networks Equity Incentive Plan” section below.
Mr. Suri’s service contract may be terminated as follows:
■ termination by Nokia for reasons other than cause. In the event
of a termination by Nokia for reasons other than cause, Mr. Suri
is entitled to a severance payment equaling up to 18 months of
compensation (including annual base salary, benefits, and target
incentive), and his unvested equity awards will be forfeited;
■ termination by Nokia for cause. In the event of a termination by
Nokia for cause, Mr. Suri is entitled to no additional compensation
and all his unvested equity awards will be forfeited;
■ termination by Mr. Suri for any reason. Mr. Suri may terminate
his service contract at any time with six months’ prior notice.
Nokia may choose to pay a lump sum payment in lieu of his service
during the notice period or ask Mr. Suri to continue his service
through all or part of this notice period. In either event, Mr. Suri
is entitled to six months of compensation (including annual base
salary, benefits, and target incentive), and his unvested equity
awards will be forfeited;
■ termination by Mr. Suri for Nokia’s material breach of the service
contract. In the event that Mr. Suri terminates his service contract
based on a final arbitration award demonstrating Nokia’s material
breach of the service contract, he is entitled to a severance payment
equaling to up to 18 months of compensation (including annual
base salary, benefits, and target incentive), and all his unvested
equity awards will be forfeited; or
■ termination based on specified events. Mr. Suri’s service contract
includes special severance provisions on a termination following
a change of control event. Such change of control provisions are
based on a double trigger structure, which means that both a
change of control event and the termination of the individual’s
employment within a defined period of time must take place in
order for any change of control based severance payment to
become payable. More specifically, if a change of control event has
occurred, as defined in the service contract, and Mr. Suri’s service
with Nokia is terminated either by Nokia or its successor without
cause, or by Mr. Suri for “good reason”, in either case within 18
months from such change of control event, Mr. Suri will be entitled
to a severance payment equaling up to 18 months of compensation
(including annual base salary, benefits, and target incentive)
and cash payment (or payments) for the pro-rated value of his
outstanding unvested equity awards, including equity awards
under the Nokia Networks Equity Incentive Plan, restricted shares,
performance shares and stock options (if any), payable pursuant
to the terms of the service contract. “Good reasons” referred to
above include a material reduction of Mr. Suri’s compensation and
a material reduction of his duties and responsibilities, as defined
in the service contract and as determined by the Board.
In addition, the service contract defines a specific, limited termination
event that applies until June 30, 2016. Upon this event, if Mr. Suri’s
service with Nokia is terminated as a result of the circumstances
specified in the service contract, he is entitled to, in addition to normal
severance payment payable upon his termination by Nokia for reasons
other than cause, to a pro rated value of unvested equity awards
under the Nokia Networks Equity Incentive Plan, provided that the
termination of his service takes place within six months from the
defined termination event (and at or prior to June 30, 2016). Subject
to this limited time treatment of unvested equity awards under the
Nokia Networks Equity Incentive Plan, all of Mr. Suri’s other unvested
equity will be forfeited.
Mr. Suri is subject to a 12-month non-competition obligation that
applies after the termination of the service contract or the date when
he is released from his obligations and responsibilities, whichever
occurs earlier.
Termination provisions for the Nokia Group
Leadership Team members
Maintaining a stable and effective leadership team is considered
essential for protecting and enhancing the best interests of Nokia
and its shareholders. In order to encourage the continued attention,
dedication and continuity of the members of the Nokia Group
Leadership Team to their assigned duties without the distraction
that may arise from the possibility of termination of employment
as a result of a specified change of control event in Nokia, certain
provisions have been made available to them. The provisions for
the President and CEO are described in the “Service contract of
President and CEO Rajeev Suri, effective as of May 1, 2014” section.
In all cases, if an executive is dismissed for cause, then no
compensation will be payable and no outstanding equity will vest.
In the event of termination for any other reason than cause, where the
company pays compensation in lieu of notice period’s salary, benefits
and target short-term incentive amounts are taken into account. In
addition, special provisions exist for the treatment of equity awards
granted prior to the Sale of the D&S Business for Mr. Ihamuotila in the
event that Nokia terminates his service contract for reasons other than
cause, death or retirement.
The Nokia Group Leadership Team members have change of control
agreements with Nokia, which serve as an addendum to their service
contracts. These change of control agreements are based on a double
trigger structure, which means that both the change of control event
and the termination of the individual’s employment must take place
for any change of control based severance payment to materialize.
More specifically, if a change of control event, as defined in the
agreement, has occurred in the company, and the individual’s
employment with the company is terminated either by Nokia or
its successor without cause, or by the individual for “good reason”
(for example, material reduction of duties and responsibilities), in
either case within 18 months from such change of control event, the
individual will be entitled to his or her notice period compensation
(including base salary, benefits, and target incentive) and cash
payment (or payments) for the pro-rated value of the individual’s
outstanding unvested equity, including restricted shares, performance
shares, stock options and equity awards under Nokia Networks Equity
Incentive Plan, payable pursuant to the terms of the agreement.
The Board of Directors has the full discretion to terminate or amend
the change of control agreements at any time.
98
NOKIA IN 2014
Summary compensation table
The summary compensation table (the “Summary Compensation Table”) below reflects the cash compensation and benefits earned in 2014
and the value of long-term incentive awards made to the Nokia Group Leadership Team members serving as of the end of 2014. In addition,
the Summary Compensation Table sets forth the compensation of each other individual who served as Chief Executive Officer or Chief Financial
Officer at any point during the year, as well as up to two other Nokia Group Leadership Team members who would have been among the three
most highly compensated had they still been serving Nokia Group Leadership Team members at year-end.
A significant portion of equity grants presented in the below Summary Compensation Table to the Nokia Group Leadership Team members
are tied to the performance of the company and aligned with the value delivered to shareholders. Therefore, the amounts shown are not
representative of the amounts that will actually be earned and paid out to each Nokia Group Leadership Team member (but rather the
accounting grant date fair value of each applicable grant, which is required to be reported in the Summary Compensation Table). In fact,
for each of the years reported, the compensation “realized” by each Nokia Group Leadership Team member is lower than the amount required
to be reported in the Summary Compensation Table.
Short-term
variable
compensation(2)
Year
Salary
EUR
EUR
2014 932 666 1 778 105
Change in
pension
value and
nonqualified
deferred
compensation
earnings(4)
EUR
0
Payments
to defined
contribution
retirement
plans(4)
EUR
686 206
Stock
awards(3)
EUR
3 759 936
Option
awards(3)
EUR
0
All other
compensation
EUR
Total(15)
EUR
168 645(5)
7 325 558
2014
2013
0
0
0
0
0
0
0
0
2014
2013
2012
621 277
578 899
570 690
945 579
628 909
57 750
954 444
1 136 530
539 300
0
547 748
106 575
2014 593 333
703 221
1 388 288
2014 158 998
169 490
716 220
2014 321 555
267 259
620 432
0
0
0
0
0
0
0
0
0
0
191 475
0
1 126 323(6)
500 000
1 317 798
500 000
213 277
152 689
122 093
113 337(7)
314 066
40 146
2 847 914
3 358 841
1 436 554
96 554(8)
154 183(8)
2 935 579
1 663
10 796(11) 1 057 167
73 967
0
127 428(12) 1 410 641
2014
2013
2012
338 088
1 105 171
1 079 500
0
769 217
0
0
5 385 660
2 631 400
0
2 197 691
497 350
2014
2013
2012
282 776
441 499
466 653
0
476 027
46 321
0
905 120
407 730
0
427 329
81 708
0
0
0
0
0
0
229 213
196 992
247 303
24 489 143(13)
121 765
69 395
25 056 444
9 776 496
4 524 948
9 485
9 324
9 787
2 835 913(14)
530
12 974
3 128 174
2 259 829
1 025 173
Name and principal position(1)
Rajeev Suri
President and CEO
Risto Siilasmaa
Interim CEO, September 3,
2013 to April 30, 2014/
Current Board Chairman
Timo Ihamuotila
EVP, Group Chief Financial
Officer/Interim President,
September 3, 2013 to
April 30, 2014
Samih Elhage
EVP, Chief Financial and
Operating Officer,
Nokia Networks
Ramzi Haidamus(9)(10)
President, Nokia
Technologies
Sean Fernback
President, HERE
Stephen Elop
Former President and
CEO/Former EVP,
Devices & Services
Louise Pentland(9)(10)
Former EVP, Chief
Legal Officer
(1)
(2)
(3)
(4)
(5)
(6)
(7)
The positions set forth in this table are the positions at year-end of the Nokia Group Leadership Team. For Mr. Elop and Ms. Pentland the table sets forth their positions at the time of their
membership in the Nokia Group Leadership Team.
Short-term variable compensation payments are part of Nokia’s short-term cash incentive plan. The amount consists of the annual incentive cash payment and/or other short-term variable
compensation earned and paid or payable by Nokia for the respective fiscal year.
Amounts shown represent the grant date fair value of equity grants awarded for the respective fiscal year. The fair value of stock options equals the estimated fair value on the grant date, calculated
using the Black-Scholes model. The fair value of performance shares and restricted shares equals the estimated fair value on grant date. The estimated fair value is based on the grant date market
price of a Nokia share less the present value of dividends expected to be paid during the vesting period. The value of the performance shares is presented on the basis of granted number of shares,
which is two times the number of shares at threshold. The value of the stock awards with performance shares valued at maximum (four times the number of shares at threshold), for each of the
named executive officers, is as follows: Mr. Suri EUR 7 519 872; Mr. Ihamuotila EUR 1 908 888; and Mr. Elhage EUR 2 776 576; Mr. Fernback EUR 986 903; and Mr. Haidamus EUR 1 432 440. A significant
portion of these equity grants to the Nokia Group Leadership Team is tied to Nokia’s performance and aligned with the value delivered to shareholders. Therefore, the amounts shown are not
representative of the amounts that will actually be earned and paid out to each named executive officer (but rather the accounting grant date fair value of each applicable grant, which is required
to be reported in the Summary Compensation Table).
Pension arrangements in Finland and the United States are characterized as defined contribution pension arrangements under IAS 19, Employee Benefits. The executives based in Finland are
participants in the state mandated TyEL pension arrangements. Executives in the United States participate in the plan described in footnote 10 to this table. Mr. Fernback is a participant in the
Nokia Germany Defined Benefit pension plan where the pension is determined by reference to his base salary, age and years of service.
All other compensation for Mr. Suri in 2014 includes: housing of EUR 62 628; home security EUR 1 080; EUR 31 576 for travel assistance; EUR 34 055 for tuition of minor children; tax 17 038 services
and EUR 22 268 for premiums paid under supplemental medical and disability insurance and for mobile phone and driver.
All other compensation for Mr. Siilasmaa represents the value of the shares bought on the open market for Mr. Siilasmaa as compensation for his achievement in his role as Interim CEO, the balance
of which he received as shares after deducting associated taxes and social security contributions.
All other compensation for Mr. Ihamuotila in 2014 includes: EUR 10 320 for car allowance; EUR 292 for security; and EUR 2 725 for premiums paid under supplemental medical and disability insurance
and for mobile phone and driver. EUR 100 000 in respect of an allowance given to recognize the additional responsibilities Mr. Ihamuotila took on as of September 3, 2013 to April 30, 2014 where he
acted in the role of Interim President and Chairman of the Nokia Leadership Team while also continuing to serve as Chief Financial Officer. Mr. Ihamuotila’s executive agreement covered his position as
Executive Vice President and Chief Financial Officer. In recognition of these additional responsibilities, Mr. Ihamuotila received a total of EUR 250 000 paid in five monthly installments of EUR 50 000
each commencing in October 2013, the balance of two payments falling into 2014. No other changes were made to his compensation as a result of his additional responsibilities as Interim President.
NOKIA IN 2014
99
Corporate governance Compensation continued
(8)
(9)
All other compensation for Mr. Elhage in 2014 includes: EUR 140 325 for international assignment related allowances; EUR 3 750 for car allowance; EUR 4 420 tax services; EUR 5 688 for premiums
paid under supplemental medical and disability insurance and mobile phone. Pension payments for Mr. Elhage include amounts paid to the company International Retirement Savings Plan in respect
of his assignment to Germany and payments to the mandatory TyEL Finnish pension in respect of his service in Finland.
Salaries, benefits and perquisites for Mr. Haidamus and Ms. Pentland were paid and denominated in USD. Amounts were converted using year-end 2014 USD/EUR exchange rate of 1.25. For years
2013 and 2012 disclosure, amounts were converted using the respective year-end USD/EUR exchange rates, 1.37 and 1.28, respectively.
(10) Mr. Haidamus and Ms. Pentland participated in Nokia’s U.S Retirement Savings and Investment Plan. Under this 401(k) plan, participants elect to make voluntary pre-tax contributions that are 100%
matched by Nokia up to 8% of eligible earnings. 25% of the employer’s match vests for the participants during each of the first four years of their employment. Participants earning in excess of the
Internal Revenue Service (IRS) eligible earning limits may participate in the Nokia Restoration and Deferral Plan, which allows employees to defer up to 50% of their salary and 100% of their short-term
cash incentive. Contributions to the Restoration and Deferral Plan are matched 100% up to 8% of eligible earnings, less contributions made to the 401(k) plan. Nokia’s contributions to the plan are
included under “All Other Compensation Column” and noted hereafter.
(11) All other compensation for Mr. Haidamus in 2014 includes: EUR 10 796 for mobility related allowances.
(12) All other compensation for Mr. Fernback in 2014 includes: EUR 2 428 for car and fuel and EUR 125 000 sign on payment in lieu of bonuses forfeited on leaving his previous employer.
(13) All other compensation for Mr. Elop in 2014 includes: housing of EUR 12 217; EUR 12 102 for tax services; home security EUR 74; and EUR 1 071 for premiums paid under supplemental medical and
disability insurance and for mobile phone and driver. Severance payment in the amount of EUR 24 248 059. Payment in lieu of untaken vacation in line with local legal requirements EUR 215 620.
According to the terms of the purchase agreement with Microsoft entered into in connection with the Sale of the D&S Business, 30% of the total severance payment amounting to EUR 7.3 million,
was borne by Nokia and the remaining 70% was borne by Microsoft.
(14) All other compensation for Ms. Pentland in 2014 includes: EUR 3 365 provided under Nokia’s international assignment policy in the UK and Severance payment in the amount of EUR 2 832 548.
(15) A significant portion of equity grants presented in the Summary Compensation Table to the Nokia Group Leadership Team members are tied to the performance of the company and aligned with the
value delivered to shareholders. Therefore, the amounts shown are not representative of the amounts that will actually be earned and paid out to each Nokia Group Leadership Team member (but
rather the accounting grant date fair value of each applicable grant, which is required to be reported in the Summary Compensation Table). In fact, for each of the years reported, the compensation
“realized” by each Nokia Group leadership team member is lower than the amount required to be reported in the Summary Compensation Table.
Equity awards during 2014
The following equity awards were made to Nokia Group Leadership Team members serving as of December 31, 2014. In 2014 no stock options
were awarded to Nokia Group Leadership Team members. The positions set forth in the table are the positions at December 31, 2014.
Name and principal position
Rajeev Suri, President and CEO
Timo Ihamuotila, EVP, Group Chief Financial Officer
Samih Elhage, EVP, Chief Financial and
Operating Officer, Nokia Networks
Ramzi Haidamus, President, Nokia Technologies
Sean Fernback, President, HERE
Grant Date(1)
May 28, 2014
May 28, 2014
May 28, 2014
November 12, 2014
May 28, 2014
September 10, 2014
November 12, 2014
Performance shares
at threshold
number
340 020
86 313
Performance shares
at maximum
number
1 360 078
345 250
Restricted
shares
number
–
–
Grant date
fair value
EUR(3)
3 759 936
954 444
125 546
57 500
16 350
13 150
502 184
230 000
65 400
52 600
–
–
48 126(2)
1 388 288
716 220
253 961
202 675
163 796
(1) Including all equity awards made in 2014. Awards were made under the Nokia Performance Share Plan 2014 and Nokia Restricted Share Plan 2014.
(2) Mr. Fernback received the restricted share award upon joining HERE in January 2014 as compensation of equity awards forfeited upon leaving his previous employer.
(3) The fair value of performance shares and restricted shares equals the estimated fair value on grant date. The estimated fair value is based on the grant date market price of the Nokia share less the
present value of dividends expected to be paid during the vesting. The value of performance shares is presented on the basis of a number of shares, which is two times the number at threshold.
Equity compensation
Equity compensation program
Nokia operates a number of equity programs, with the common purpose of aligning the participants’ interests with those of shareholders.
All programs require continued employment with Nokia for the awards to vest. In line with our pay for performance philosophy, the principle
equity vehicle is the Performance Share Plan, which includes defined performance conditions linked to Nokia’s long-term success.
The active equity plans in 2014 can be summarized as follows:
Details
Performance Shares
Eligible employees Grade based eligibility including Nokia
Group Leadership Team members
Purpose
Vesting schedule
Annual long-term incentive awards,
to reward for delivery of sustainable
long-term performance, align with
the interests of shareholders and
aid retention of key employees
Two-year performance period and
further one-year restriction period
Equity Plan
Restricted Shares
Grade based eligibility including
Nokia Group Leadership Team
members
Exceptional recruitment
and retention
Employee Share Purchase Plan
All employees in participating countries
Encourage share ownership within the
Nokia employee population, increasing
engagement and sense of ownership
in the company
Vest on the third anniversary
of grant
Matching shares vest at the end of the
12-month savings period
In addition, Nokia also has two stock option plans and the Nokia Networks Equity Incentive Plan that are no longer used to grant new awards but
under which there are outstanding awards from earlier years. These are described in the section on legacy equity compensation programs.
Performance share grants to the President and CEO are approved by the Board and confirmed by the independent directors of the Board upon
recommendation by the Personnel Committee.
Performance share grants to the other Nokia Group Leadership Team members and other direct reports of the President and CEO are approved
by the Personnel Committee.
100
NOKIA IN 2014
Equity awards to other eligible employees are approved by the President and CEO on a quarterly basis, based on an authorization given by
the Board.
At December 31, 2014, the total dilutive effect of all Nokia’s stock options, performance shares and restricted shares outstanding, assuming
full dilution, was approximately 1.37% in the aggregate. The potential maximum effect of the 2015 Equity Plans would be approximately
another 0.97%.
Performance shares
The performance shares represent a commitment by Nokia to deliver Nokia shares to employees at a future point in time, subject to Nokia’s
fulfillment of pre-defined performance criteria. The shares have a two-year performance period followed by a further one-year restriction
period after which the awards vest. The table below illustrates the performance criteria of the Performance Share Plans as of 2012 through
to 2014.
Performance criteria (non-IFRS)(1)
For Nokia Group employees (excluding HERE employees)
Average annual net sales Nokia Group
Average annual EPS Nokia Group
For HERE employees(3)
Average annual EPS Nokia Group
Average annual net sales HERE
Average annual operating profit HERE
Minimum settlement at below threshold performance(4)
2014
2013
2012
Yes
Yes
Yes
Yes
Yes
25%
Yes(2)
Yes
n/a
n/a
n/a
0%
Yes
Yes
n/a
n/a
n/a
0%
(1) Non-IFRS measures exclude all material special items for all periods. In addition, non-IFRS results exclude intangible asset amortization and other purchase price accounting-related items arising from
business acquisitions.
(2) The performance condition was amended at the time of the Sale of the D&S Business to reflect the new profile of the business and different annual revenue levels of the new business. The amendment
introduces a metric set on the basis of the Average Net Sales Index over the two-year performance period in replacement of the metric set on the basis of the Average Annual Net Sales Revenue. The
‘Net Sales Index’ relates to the final non-IFRS annual net sales achieved through the business operations of Nokia Group (excluding Nokia Networks) in relation to 2013 and for Nokia Networks, HERE and
Nokia Technologies in relation to 2014, expressed as a percentage of the annual target set for each year. A separate Annual Net Sales Index will be calculated for 2013 and 2014, and the average of the
two will be calculated following the close of 2014 and used, in part, to determine the final payout under the Plan, which will occur after the one-year restriction period in 2016.
(3) Specific performance criteria for HERE employees were introduced in 2014.
(4) In 2014, a minimum payout level was introduced to reinforce the retentive impact of the plan by giving some certainty to remaining employees during the transformation of Nokia following the Sale of
the D&S Business and integration of the Nokia Networks business.
Until the shares have vested and been delivered to the participants, they carry no voting or dividend rights. The performance share grants are
generally forfeited if the employment relationship terminates with Nokia prior to vesting.
Performance Share Plan 2015
The primary equity incentive instrument for the executives and other selected employees in 2015 will again be performance shares. The
approximate maximum numbers of planned grants under the Nokia Performance Share Plan 2015 is 32 220 000 units. The minimum number
of grant units is 8 055 000.
As in 2014, the number of shares to be settled after the restriction period will start at 25% of the grant amount and any payout beyond
this will be determined with reference to the financial performance against the established performance criteria during the two-year
performance period.
The Nokia Performance Share Plan 2015 has a two-year performance period (2015 through to 2016) and a subsequent one-year restriction
period. Therefore, the amount of shares based on the financial performance during 2015–2016 will vest after 2017. The performance criteria
and range for Nokia Group employees (excluding HERE employees) are as follows:
Performance criterion
Nokia average annual non-IFRS(1) net sales
during Jan.1, 2015—Dec. 31, 2016
Nokia average annual non-IFRS(1) EPS
during Jan.1, 2015—Dec. 31, 2016
Weighting
Threshold performance
Maximum performance
Potential range of settlement
50%
50%
EURm 12 389
EURm 14 736
EUR 0.23
EUR 0.37
Threshold number up to maximum
level (4 x Threshold number)
Threshold number up to maximum
level (4 x Threshold number)
The performance criteria and range for HERE employees are as follows:
Performance criterion
Nokia average annual non-IFRS(1) EPS
during Jan.1, 2015—Dec. 31, 2016
HERE non-IFRS(1) average annual operating
profit during Jan.1, 2015—Dec. 31, 2016
HERE average annual non-IFRS(1) net sales
during Jan.1, 2015—Dec. 31, 2016
Weighting
Threshold performance
Maximum performance
Potential range of settlement
25%
25%
50%
EUR 0.23
EUR 0.37
EURm 66.5
EURm 172
EURm 953.5
EURm 1 133.5
Threshold number up to maximum
level (4 x Threshold number)
Threshold number up to maximum
level (4 x Threshold number)
Threshold number up to maximum
level (4 x Threshold number)
(1) Non-IFRS measures exclude all material special items for all periods. In addition, non-IFRS results exclude intangible asset amortization and other purchase price accounting-related items arising from
business acquisitions.
NOKIA IN 2014
101
Corporate governance Compensation continued
Performance criteria are set with the purpose of being challenging but
achievable to ensure that executives are motivated. The awards at the
threshold are significantly reduced from grant level and achievement
of maximum award would require performance significantly ahead of
current market expectations.
Achievement of the maximum performance for all criteria would
result in the vesting of a maximum of 32.2 million Nokia shares.
Achievements beyond the maximum performance level will not cause
any further shares to vest. Achievement of the threshold performance
for all criteria will result in the vesting of approximately 8.1 million
shares which is the minimum payout under the plan. Minimum payout
under the plan, even if threshold performance is not achieved, is 4.05
million shares due to the 25% minimum payout. Until Nokia shares are
delivered, the participants will not have any shareholder rights, such as
voting or dividend rights associated with these performance shares.
Restricted shares
In 2014 restricted shares were used on a selective basis to ensure
retention and recruitment of individuals deemed critical to Nokia’s
future success. The restricted shares vest on the third anniversary
of the award subject to continued employment with Nokia. Until
the restricted shares vest they carry no voting or dividend rights.
Restricted shares under the Nokia Restricted Share Plan 2015 will
be used in an increasingly targeted way. Grants will be focused on
retention and recruitment of key individuals in defined locations
where supported by local practice, for example in Silicon Valley and
other parts of the United States where Nokia maintains a significant
presence. The shares will vest in three equal tranches over three
years, on the first, second and third anniversary of the award.
Vesting is subject to continued employment with the company.
Until the shares are delivered, the participants will not have any
shareholder rights, such as voting or dividend rights, associated
with the restricted shares.
Employee Share Purchase Plan
Under the Employee Share Purchase Plan, eligible Nokia employees
can elect to make monthly contributions from their salary to
purchase Nokia shares. The contribution per employee cannot exceed
EUR 1 200 per year. The share purchases are made at market value on
predetermined dates on a monthly basis during a 12-month savings
period. Nokia will offer one matching share for every two purchased
shares the employee still holds after the last monthly purchase has
been made following the end of the 12-month savings period.
Participation in the plan is voluntary to employees.
Legacy equity compensation programs
No new awards have been made under the following equity programs
in 2014 but awards made in earlier years remain in force.
Stock options
Although the granting of stock options ceased at the end of 2013,
awards under the 2007 and 2011 option plans remain in force.
Under the plans, each stock option entitles the holder to subscribe for
one new Nokia share and the stock options are non-transferable and
may be exercised for shares only. The difference between the two
plans is in the vesting schedule as follows:
Plan
2007 Stock Option Plan
2011 Stock Option Plan
Vesting schedule
■ 25% 12 months after grant
■ 6.25% each quarter thereafter
■ Term approximately 5 years
■ 50% on third anniversary of grant
■ 50% on fourth anniversary of grant
■ Term approximately 6 years
Shares will be eligible for dividend for the financial year in which
the share subscription takes place. Other shareholder rights will
commence on the date on which the subscribed shares are entered
in the Trade Register. The stock option grants are generally forfeited
if the employment relationship terminates with Nokia.
Nokia Networks Equity Incentive Plan
The Nokia Networks Equity Incentive Plan (“Nokia Networks Equity
Incentive Plan”) was established in 2012 by the board of Nokia
Siemens Networks prior to Nokia’s acquisition of full ownership of
the Nokia Networks business. Under this Plan options over Nokia
Solutions and Networks B.V. shares were granted to Mr. Suri,
Mr. Elhage and approximately 65 other Nokia Networks employees.
At that time, both Nokia and Siemens were considering a potential
exit from Nokia Siemens Networks. The plan had two objectives:
(1) increasing the value of Nokia Networks; and (2) the creation of an
exit option for its parent companies. With the significantly improved
performance of Nokia Networks, the first objective has been met.
The second objective has not occurred and given the change in
Nokia’s strategy, the likelihood of a sale or IPO has reduced.
The exercise price of the options is based on a Nokia Networks share
value on grant, as determined for the purposes of the Nokia Networks
Equity Incentive Plan. The options will be cash-settled at exercise,
unless an initial public offering has taken place, at which point they
would be converted into equity-settled options.
The actual payments, if any, under the Nokia Networks Equity Incentive
Plan will be determined based on the value of the Nokia Networks
business and could ultimately decline to zero if the value of the
business falls below a certain level. There is also a cap that limits
potential gain for all plan participants.
If the second objective of the plan is not achieved and there is no
exit event, options are cash-settled and the holder will be entitled
to half of the share appreciation based on the exercise price and the
estimated value of shares on the exercise date. In the unlikely event of
an IPO or exit event the holder is entitled to the full value of the share
appreciation. As the likelihood of a sale or IPO has reduced, the value
of any payouts under the Nokia Networks Equity Incentive Plan is
expected to be reduced by 50%.
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NOKIA IN 2014
In the event that a sale or an IPO has not occurred, the maximum
total payment to Mr. Suri pursuant to the plan would be limited to
EUR 10.8 million. In the unlikely event of an IPO or exit event the value
of the options could exceed this maximum.
30% of the options become exercisable on the third anniversary
of the grant date with the remainder vesting on the fourth anniversary
or, if earlier, all the options will vest on the occurrence of certain
corporate transactions such as an initial public offering
(“Corporate Transaction above”).
If a Corporate Transaction has not taken place by the sixth anniversary
of the grant date, the options will be cashed out. If an IPO has taken
place, equity-settled options remain exercisable until the tenth
anniversary of the grant date.
Share ownership of the Board of Directors and
the Nokia Group Leadership Team members
General
The following section describes the ownership or potential ownership
interest in Nokia of the members of our Board and the Nokia Group
Leadership Team at December 31, 2014, either through share
ownership or, with respect to the Nokia Group Leadership Team,
through holding of equity-based incentives, which may lead to share
ownership in the future.
With respect to the Board, approximately 40% of director
compensation is paid in the form of Nokia shares that are purchased
from the market. It is also Nokia’s policy that the Board members
retain all Nokia shares received as director compensation until the end
of their board membership (except for those shares needed to offset
any costs relating to the acquisition of the shares, including taxes). In
addition, it is Nokia’s policy that non-executive members of the Board
do not participate in any of Nokia’s equity programs and do not receive
stock options, performance shares, restricted shares or any other
equity-based or otherwise variable compensation for their duties
as Board members.
For a description of the remuneration of our Board members,
refer to “—Board of Directors” above.
The Nokia Group Leadership Team members receive equity-based
compensation primarily in the form of performance shares. Stock
options are no longer granted and restricted shares are only granted
in exceptional circumstances. For a description of our equity-based
compensation programs for employees and executives, refer to “—
Equity compensation” above.
Share ownership of the Board of Directors
At December 31, 2014, the members of our Board held the aggregate
of 1 435 231 shares and ADSs in Nokia, which represented 0.04% of
our outstanding shares and total voting rights excluding shares held by
Nokia Group at that date. No Nokia Group Leadership Team member
owns more than 1% of Nokia shares.
The following table sets forth the number of shares and ADSs held
by the members of the Board at December 31, 2014.
Name(1)
Risto Siilasmaa
Vivek Badrinath
Bruce Brown
Elizabeth Doherty
Jouko Karvinen
Mårten Mickos
Elisabeth Nelson
Kari Stadigh
Dennis Strigl
Shares(2)
962 995
9 922
–
21 421
61 056
108 242
–
119 892
9 214
ADSs(2)
–
–
64 514
–
–
–
77 975
–
–
(1) Henning Kagermann did not stand for re-election in the Annual General Meeting held on June 17,
2014 and he held 200 708 shares at that time. Helge Lund did not stand for re-election at the
Annual General Meeting held on June 17, 2014 and he held 57 274 shares at that time.
(2) The number of shares or ADSs includes not only shares or ADSs received as director
compensation, but also shares or ADSs acquired through any other means. Stock options or
other equity awards that are deemed as being beneficially owned under the applicable SEC rules
are not included. For the number of shares or ADSs received as director compensation, refer to
Note 34, Related party transactions, of our consolidated financial statements included in this
annual report.
Share ownership of the Nokia Group Leadership Team
The following table sets forth the share ownership, as well as potential ownership interest through the holding of equity-based incentives, of the
Nokia Group Leadership Team members at December 31, 2014.
Number of equity instruments held by the
Nokia Group Leadership Team (1)
% of the outstanding shares(2)
% of the total outstanding equity incentives
(per instrument)(3)
Shares
Shares receivable
through stock options
Shares receivable
through performance
shares at threshold(4)
Shares receivable
through performance
shares at maximum(5)
Shares receivable
through restricted
shares
176 482
0.01
910 000
0.02
753 963
0.02
3 015 846
0.08
314 912
0.01
–
0.12
0.09
0.09
0.04
(1) Includes the five Nokia Group Leadership Team members at year-end. Figures do not include those former Nokia Group Leadership Team members who stepped down during 2014.
(2) The percentages are calculated in relation to the outstanding number of shares and total voting rights of Nokia at December 31, 2014, excluding shares held by Nokia Group. No member of the Nokia
Group Leadership Team owns more than 1% of the Nokia shares.
(3) The percentages are calculated in relation to the total outstanding equity incentives per instrument.
(4) No Nokia shares were delivered under the Nokia Performance Share Plan 2011, as Nokia’s performance did not reach the threshold level with respect to either performance criteria. Therefore the shares
deliverable at threshold equals zero for the Performance Share Plan 2011.
(5) No Nokia shares were delivered under the Nokia Performance Share Plan 2012, as Nokia’s performance did not reach the threshold level with respect to either performance criteria. Therefore the shares
deliverable at maximum equals zero for the Nokia Performance Share Plan 2012. At maximum performance under the Performance Share Plans 2013 and 2014, the number of shares deliverable equals
four times the number of performance shares at threshold. The performance period for the Performance Share Plan 2013 ended on December 31, 2014, and the threshold performance criteria for net
sales and earnings per share were met and a settlement to the participants will occur in accordance with the plan in 2016.
NOKIA IN 2014
103
Corporate governance
Compensation continued
The following table sets forth the number of shares in Nokia held by individual Nokia Group Leadership Team members at December 31, 2014.
No Nokia Group Leadership Team member held ADSs at December 31, 2014.
Rajeev Suri
Timo Ihamuotila
Samih Elhage
Ramzi Haidamus
Sean Fernback
Ordinary shares(1)
29 297
147 185
–
–
–
Required holding
as a percentage of salary
300%
200%
200%
200%
200%
(1) Stock options or other equity awards that are deemed as being beneficially owned under the applicable SEC rules are not included.
The new share ownership policy effective from January 1, 2015 requires the Nokia Group Leadership Team members to build a shareholding
in Nokia in accordance with above. Executives are given five years to amass the required level of shareholding and are not permitted to sell any
vesting equity awards other than for the purposes of meeting associated tax and social security liabilities, until the shareholding requirement
is satisfied.
Performance shares and restricted shares of the Nokia Group Leadership Team
The following table provides certain information relating to performance shares and restricted shares held by the Nokia Group Leadership
Team members at December 31, 2014. These entitlements were granted pursuant to our Nokia Performance Share Plans 2012, 2013
and 2014 and Nokia Restricted Share Plans 2012, 2013 and 2014. For a description of our performance share and restricted share plans,
refer to Note 25, Share based payment, of our consolidated financial statements included in this annual report.
Name
Rajeev Suri
Timo Ihamuotila
Samih Elhage
Ramzi Haidamus
Sean Fernback
Performance shares
Restricted shares
Plan Name
Number(1)
Intrinsic value( (5)
at December 31,
2014
Plan Name
Number(1)
Intrinsic value
at December 31,
2014
2014
2012
2013
2014
2014
2014
2014
Threshold(2)
340 020
0
115 084
86 313
125 546
57 500
29 500
Maximum(3)
1 360 078
0
EUR
–
0
460 334 1 302 285(4)
345 250
502 184
230 000
118 000
–
–
–
–
–
2012
2013
2014
–
–
2014
–
104 622
162 164
–
–
–
48 126
EUR
–
686 320
1 063 796
–
–
–
315 707
(1) The number of units held under the awards made before June 30, 2014, was adjusted to reflect the impact of the special dividend paid in 2014.
(2) The threshold number will vest as Nokia shares, subject to the pre-determined threshold performance levels being met with respect to the applicable performance criteria. No Nokia shares were
delivered under the Nokia Performance Share Plan 2012, which would have vested in 2014, as Nokia’s performance did not reach the threshold level with respect to the applicable performance
criteria. Therefore, the shares deliverable at threshold equals zero for the Nokia Performance Share Plan 2012.
(3) The maximum number will vest as Nokia shares, subject to the predetermined maximum performance levels being met with respect to the applicable performance criteria. The maximum number
of performance shares equals four times the number at threshold. No Nokia shares were delivered under the Nokia Performance Share Plan 2012, as Nokia’s performance did not reach the requisite
maximum level with respect to the applicable performance criteria. Therefore, the shares deliverable at maximum equals zero for the Nokia Performance Share Plan 2012.
(4) For the Nokia Performance Share Plan 2013 the value of performance shares is presented on the basis of Nokia’s estimation of the number of shares expected to vest multiplied by the closing market
price of a Nokia share as stated in note (5) below.
(5) The intrinsic value is based on the closing market price of a Nokia share on the Nasdaq Helsinki at December 30, 2014 of EUR 6.56.
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NOKIA IN 2014
Stock option ownership of the Nokia Group Leadership Team members
The following table provides certain information relating to stock options held by the members of the Nokia Group Leadership Team at
December 31, 2014. These stock options were issued pursuant to Nokia Stock Option Plans 2007 and 2011. For a description of our stock
option plans, refer to Note 25, Share based payment, of our consolidated financial statements included in this annual report.
Name
Timo Ihamuotila
Number(1)
Total intrinsic value(2)
at December 31, 2014, EUR
Category
2009 2Q
2009 4Q
2010 2Q
2011 2Q
2011 3Q
2012 2Q
2013 2Q
2013 4Q
Expiration date
December 31, 2014
December 31, 2014
December 31, 2015
December 27, 2017
December 27, 2017
December 27, 2018
December 27, 2019
December 27, 2019
Exercise price EUR
10.92
8.50
8.60
5.76
3.50
2.18
2.45
5.51
Exercisable
0
0
70 000
35 000
100 000
0
0
0
Unexercisable
0
0
0
35 000
100 000
150 000
370 000
50 000
Exercisable
0
0
0
28 000
306 000
0
0
0
Unexercisable
0
0
0
28 000
306 000
657 000
1 520 700
52 500
(1) Number of stock options equals the number of underlying shares represented by the option entitlement. Stock options granted under 2007 and 2011 Stock Option Plans have different vesting
schedules. The Stock Option Plan 2007 has a vesting schedule with a 25% vesting one year after grant, and quarterly vesting thereafter, each of the quarterly lots representing 6.25% of the total grant.
The grants vest fully in four years. The Stock Option Plan 2011 has a vesting schedule with 50% of stock options vesting three years after grant and the remaining 50% vesting four years from grant.
(2) The intrinsic value of the stock options is based on the difference between the exercise price of the options and the closing market price of Nokia shares on Nasdaq Helsinki at December 30, 2014 of
EUR 6.56.
For gains realized upon exercise of stock options for the Nokia Group Leadership Team members, refer to the table in “—Stock option exercises and settlement of shares” below.
*
** Although Mr. Suri and Mr. Elhage do not hold Nokia stock options, they hold options over shares in Nokia Solutions and Networks B.V. that were granted under the Nokia Networks Equity Incentive Plan
in 2012 as further detailed in the “—Nokia Networks Equity Incentive Plan” section above.
Stock option exercises and settlement of shares
The following table provides certain information relating to stock option exercises and share deliveries upon settlement during the year 2014
for the Nokia Group Leadership Team members.
Name
Rajeev Suri
Timo Ihamuotila
Samih Elhage
Ramzi Haidamus
Sean Fernback
Stock options awards(1)
Performance shares awards(2)
Restricted shares awards
Number of shares
acquired on exercise
0
0
Value realized
on exercise EUR
0
0
Number of shares
delivered on vesting
0
0
Value realized
on vesting EUR
0
0
Number of shares
delivered on vesting
0
75 000
50 000
Value realized
on vesting EUR
0
399 750(3)
267 500(4)
0
0
0
0
0
0
0
0
0
0
0
0
(1) Value realized on exercise is based on the difference between the Nokia share price and exercise price of options.
(2) No Nokia shares were delivered under the Performance Share Plan 2011 and 2012 during 2014 as Nokia’s performance did not reach the threshold level of either performance criteria.
(3) Represents the delivery of Nokia shares vested from the Restricted Share Plan 2010. Value is based on the average market price of the Nokia share on Nasdaq Helsinki at February 19, 2014 of EUR 5.33.
(4) Represents the delivery of Nokia shares vested from the Restricted Share Plan 2011. Value is based on the average market price of the Nokia share on Nasdaq Helsinki at April 23, 2014 of EUR 5.35.
Insider trading in securities
The Board has established a policy in respect of insiders’ trading in Nokia securities (“Insider Policy”). The members of the Board and the Nokia
Group Leadership Team are considered primary insiders. Under the Insider Policy, the holdings of Nokia securities by the primary insiders are
considered public information and are available on our website and at Euroclear Finland Ltd. Both primary insiders and secondary insiders (as
defined in the Insider Policy) are subject to a number of trading restrictions and rules, including, among other things, prohibitions on trading in
Nokia securities during the four-week “closed-window” period immediately preceding the release of our interim and annual results including the
day of the release. Nokia also sets trading restrictions based on participation in projects. We update our Insider Policy from time to time and
provide training to ensure compliance with the policy. Nokia’s Insider Policy is in line with the Nasdaq Helsinki Guidelines for Insiders and also sets
requirements beyond those guidelines.
Other related party transactions
There have been no material transactions during the last three fiscal years to which any director, executive officer or 5% shareholder, or any
relative or spouse of any of them, was a party. There is no significant outstanding indebtedness owed to Nokia by any director, executive officer
or 5% shareholder.
There are no material transactions with enterprises controlling, controlled by or under common control with Nokia or associates of Nokia.
Refer to Note 34, Related party transactions, of our consolidated financial statements included in this annual report.
NOKIA IN 2014
105
Corporate governance
General facts on Nokia
106
NOKIA IN 2014
Connected NOKIA IN 2014
Contents
History of Nokia
Memorandum and Articles
of Association
Selected financial data
Shares and shareholders
Key ratios
108
110
112
114
121
107
ConnectedGeneral facts General facts on Nokia
History of Nokia
Nokia has a long history of successful change and innovation, adapting
to shifts in markets and technologies. From its humble beginning with
one paper mill in 1865, the company has been part of many sectors
over time: cables, paper products, tires, rubber boots, consumer
and industrial electronics, plastics, chemicals, telecommunications
infrastructure and more. From the mid-1990s through to 2014,
many came to know Nokia for its mobile phones, which reached all
parts of the globe. Then, in April 2014, Nokia began the next chapter
in its history with the Sale of the Device & Services Business (“D&S”).
Reinventing itself once again, Nokia changed its course and announced
that its strategy would focus on seizing opportunities in what can be
called the Programmable World.
150 years of reinvention
Nokia’s history dates back to 1865, when mining engineer Fredrik
Idestam set up his first wood pulp mill at the Tammerkoski Rapids in
Southwestern Finland. A few years later he opened a second mill on
the banks of the Nokianvirta river, inspiring him to name the company
Nokia Ab in 1871.
In 1967, we took our current form as Nokia Corporation as a result
of the merger of Idestam’s Nokia AB, Finnish Rubber Works, a
manufacturer of rubber boots, tires and other rubber products
founded in 1898, and Finnish Cable Works Ltd, a manufacturer
of telephone and power cables founded in 1912. The new
Nokia Corporation had five businesses: rubber, cable, forestry,
electronics and power generation.
Nokia first entered the telecommunications equipment market
in 1960 when an electronics department was established at
the Finnish Cable Works with focus on the production of radio
transmission equipment.
Regulatory and technological reforms have played a role in
Nokia’s success over the years. The deregulation of the European
telecommunications industries stimulated competition and boosted
customer demand. In 1982, the company introduced the first fully
digital local telephone exchange in Europe, and, in the same year,
the world’s first car phone for the Nordic Mobile Telephone analog
standard. The technological breakthrough of GSM, which made more
efficient use of frequencies and had greater capacity, in addition to
high-quality sound, was followed by the 1987 European resolution to
adopt GSM as the European digital standard. On July 1, 1991, the first
GSM call was made with a Nokia phone over the Nokia-built network
of a Finnish operator called Radiolinja, and in the same year, Nokia
won contracts to supply GSM networks to other European countries.
In the early 1990s, Nokia made a strategic decision to focus on
telecommunications as its core business, with the goal of establishing
leadership in every major global market. Basic industry and
non-telecommunications operations—including paper, personal
computers, rubber, footwear, chemicals, power plant, cable, aluminum
and television businesses—were divested between 1989 and 1996.
By 1998, Nokia was the world leader in mobile phones, a position it
held for more than a decade.
In 2006, Nokia, which had already been investing in mapping
capabilities for many years, acquired Gate5, a mapping software
specialist, and then in 2008, it acquired NAVTEQ, a US-based
manufacturer of digital mapping and navigational software. Today,
Nokia offers leading location services through the HERE business
and brand, launched in 2012.
In 2007, Nokia combined its telecommunications infrastructure
operations with those of Siemens to form a joint venture named
Nokia Siemens Networks, also known has NSN. NSN became a leading
global provider of telecommunications infrastructure and services,
with a focus on offering innovative mobile broadband technology
and services.
In 2011, Nokia joined forces with Microsoft to strengthen its position
in the highly competitive smartphone market. Nokia adopted the
Windows Phone operating system for smart devices and smartphones
and through their strategic partnership, Nokia and Microsoft set
about establishing an alternative ecosystem to rival iOS and Android.
In 2011, Nokia also started to make a number of changes to its
operations and company culture that would in the course of the next
two years lead to shortened product development times, improved
product quality and better responsiveness to market demand.
In 2013, Nokia moved to reinvent itself once more, with two
transformative transactions. The first was the purchase of Siemens’
stake in NSN, which was nearing the end of a deep restructuring and
remarkable transformation. The second was the announcement of the
Sale of the D&S Business. The Microsoft transaction was announced
on September 3, 2013 and was completed on April 25, 2014.
Following the closing of this transaction, Nokia announced its new
vision and strategy, building on its three businesses; Nokia Networks,
HERE, and Nokia Technologies. The rapidly evolving world of
technology provides the context for Nokia’s vision and strategy, which
focuses on connecting things as well as people. Nokia expects to see
more than 50 billion connected things globally by 2025. Nokia sees
itself as one of the companies at the center of this change, creating
new possibilities for our customers, our partners, and consumers.
In the context of the Programmable World, Nokia intends to build on
its strengths like Nokia Networks’ mobile network expertise and strong
relationship with operators; HERE’s expertise in connected cars and
relationships with car manufacturers; and Nokia Technologies’ insights
and innovation in sensors and new technologies. With these strong
assets, Nokia is ready for the next chapter in its 150-year history.
Acquisition of Siemens’ stake in NSN
Nokia announced the first of what would be two transformative
transactions for the company during 2013 on July 1 when it
announced an agreement to acquire Siemens’ 50% in the companies’
joint venture Nokia Siemens Networks, pursuant to the Share Purchase
Agreement by and among Siemens AG, Siemens International Holding
B.V., Nokia Finance International B.V. and Nokia Corporation dated July
1, 2013. The purchase price for Siemens’ stake was EUR 1.7 billion and
the transaction closed on August 7, 2013, at which time NSN became
a wholly owned subsidiary of Nokia.
After the transaction closed, we phased out the Siemens name from
Nokia Siemens Networks’ company name and branding and adopted
Nokia Solutions and Networks, or NSN, as the name and brand. Upon
the announcement of our new strategy on April 29, 2014, NSN is now
known as Nokia Networks and operates under the Nokia brand.
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NOKIA IN 2014
In the Republic of Korea, Nokia and Microsoft agreed to exclude the
Masan facility from the scope of the transaction, and Nokia closed the
site in 2014.
Altogether, and accounting for these adjustments, approximately
25 000 employees transferred to Microsoft at the closing of the deal
on April 25, 2014.
Following the transaction, Nokia continues to own and maintain the
Nokia brand. Under the terms of the transaction, Microsoft received
a ten-year license arrangement with Nokia to use the Nokia brand on
certain mobile phones products. Additionally, Nokia is restricted from
licensing the Nokia brand for use in connection with mobile device
sales for 30 months and from using the Nokia brand on Nokia’s own
mobile devices until December 31, 2015.
Following the closing of the transaction Nokia relocated its
headquarters to the Karaportti campus in Espoo, Finland.
Sale of the Devices & Services business to Microsoft
On September 3, 2013 Nokia announced that it had signed an
agreement to enter into a transaction whereby Nokia would sell to
Microsoft substantially all of its Devices & Services business including
the Mobile Phones and Smart Devices business units as well as an
industry-leading design team, operations including Nokia Devices &
Services production facilities, Devices & Services-related sales and
marketing activities, and related support functions, pursuant to Stock
and Asset Purchase Agreement by and between Nokia Corporation
and Microsoft International Holdings B.V. dated September 2, 2013
(“Devices & Services Purchase Agreement”). Also, in conjunction with
the closing of the transaction, Nokia granted Microsoft a ten-year
non-exclusive license to its patents and patent applications at the
time of the execution of the agreement and Microsoft granted Nokia
reciprocal rights to use Microsoft patents in HERE services, our
mapping and location services business. The announced purchase
price was EUR 5.44 billion, of which EUR 3.79 billion related to the
purchase of substantially all of the Devices & Services business,
and EUR 1.65 billion related to the ten-year mutual patent license
agreement and the option to extend this agreement in perpetuity.
In addition, Microsoft became a strategic licensee of the HERE
platform, and separately pays Nokia for a four-year license. On
November 19, 2013, Nokia’s shareholders confirmed and approved
the transaction at the Extraordinary General Meeting in Helsinki, with
over 99% of the votes cast in favor of the approval. Having received
the approval of Nokia shareholders and regulatory authorities as
well as fulfilling other customary closing conditions, the transaction
closed on April 25, 2014.
Of the Devices & Services-related assets, Nokia’s former CTO
organization and Nokia patent portfolio remained within the Nokia
Group, which are currently part of the Nokia Technologies business.
The operations that were transferred to Microsoft generated
EUR 10.7 billion, or approximately 46%, of Nokia’s net sales for the
full year 2013, and in 2014 generated net sales of EUR 2.5 billion.
As is customary for transactions of this size, scale and complexity,
Nokia and Microsoft made certain adjustments to the scope of the
assets originally planned to transfer. These adjustments included
Nokia’s manufacturing facilities in Chennai in India and Masan in the
Republic of Korea not transferring to Microsoft.
In India, our manufacturing facility is subject to an asset freeze by the
Indian tax authorities as a result of ongoing tax proceedings. Microsoft
and Nokia agreed to a transfer service agreement whereby Nokia
would produce mobile devices for Microsoft, but this agreement was
terminated by Microsoft at the end of October 2014 and production
at the site was suspended as of November 1, 2014. Nokia has called
on the Indian government to lift the asset freeze so it can explore
potential opportunities for a sale to a suitable buyer. Refer also to
“Board review—Risk factors—Risks related to Nokia”.
NOKIA IN 2014
109
General facts General facts on Nokia continued
Memorandum and Articles of Association
Registration
Nokia is organized under the laws of the Republic of Finland and
registered under the business identity code 0112038-9. Under
its current Articles of Association, Nokia’s corporate purpose is to
engage in the telecommunications industry and other sectors of
the electronics industry as well as the related service businesses,
including the development, manufacture, marketing and sales of
mobile devices, other electronic products and telecommunications
systems and equipment as well as related mobile, Internet and
network infrastructure services and other consumer and enterprise
services. Nokia may also create, acquire and license intellectual
property and software as well as engage in other industrial and
commercial operations. Further, we may engage in securities trading
and other investment activities.
Director’s voting powers
Under Finnish law and our Articles of Association, resolutions of the
Board shall be made by a majority vote. A director shall refrain from
taking any part in the consideration of a contract between the director
and the company or third party, or any other issue that may provide
any material benefit to him or her, which may be contradictory to the
interests of the company. Under Finnish law, there is no age limit
requirement for directors, and there are no requirements under
Finnish law that a director must own a minimum number of shares
in order to qualify to act as a director. However, our Board has
established a guideline retirement age of 70 years for the members
of the Board and the Corporate Governance and Nomination
Committee will not without specific reason propose re-election of a
person who has reached 70 years of age. In addition, in accordance
with the current company policy, approximately 40% of the annual
remuneration payable to the Board members is paid in Nokia shares
purchased from the market, which shares shall be retained until
the end of the Board membership (except for those shares needed
to offset any costs relating to the acquisition of the shares,
including taxes).
Share rights, preferences and restrictions
Each share confers the right to one vote at general meetings.
According to Finnish law, a company generally must hold an Annual
General Meeting called by the Board within six months from the end of
the fiscal year. In addition, the Board is obliged to call an extraordinary
general meeting at the request of the auditor or shareholders
representing a minimum of one-tenth of all outstanding shares.
Under our Articles of Association, the members of the Board are
elected for a term beginning at the Annual General Meeting where
elected and expiring at the end of the next Annual General Meeting.
Under Finnish law, shareholders may attend and vote at general
meetings in person or by proxy. It is not customary in Finland for a
company to issue forms of proxy to its shareholders. Accordingly,
Nokia does not do so. However, registered holders and beneficial
owners of ADSs are issued forms of proxy by the Depositary.
To attend and vote at a general meeting, a shareholder must be
registered in the register of shareholders in the Finnish book-entry
system on or prior to the record date set forth in the notice of the
Annual General Meeting. A registered holder or a beneficial owner of
the ADSs, like other beneficial owners whose shares are registered
in the company’s register of shareholders in the name of a nominee,
may vote with their shares provided that they arrange to have their
name entered in the temporary register of shareholders for the
Annual General Meeting.
The record date is the eighth business day preceding the meeting.
To be entered in the temporary register of shareholders for the Annual
General Meeting, a holder of ADSs must provide the Depositary, or
have his broker or other custodian provide the Depositary, on or
before the voting deadline, as defined in the proxy material issued
by the Depositary, a proxy with the following information: the name,
address, and social security number or another corresponding
personal identification number of the holder of the ADSs, the number
of shares to be voted by the holder of the ADSs and the voting
instructions. The register of shareholders as of the record date of
each general meeting is public until the end of the respective meeting.
Other nominee registered shareholders can attend and vote at the
Annual General Meeting by instructing their broker or other custodian
to register the shareholder in Nokia’s temporary register of
shareholders and give the voting instructions in accordance with
the broker’s or custodian’s instructions.
By completing and returning the form of proxy provided by the
Depositary, a holder of ADSs also authorizes the Depositary to give
a notice to us, required by our Articles of Association, of the holder’s
intention to attend the general meeting.
Each of our shares confers equal rights to share in the distribution
of the company’s funds. For a description of dividend rights attaching
to our shares, refer to “General facts on Nokia—Shares and
shareholders”. Dividend entitlement lapses after three years if
a dividend remains unclaimed for that period, in which case the
unclaimed dividend will be retained by Nokia.
Under Finnish law, the rights of shareholders related to shares are as
stated by law and in our Articles of Association. Amendment of the
Articles of Association requires a decision of the general meeting,
supported by two-thirds of the votes cast and two-thirds of the shares
represented at the meeting.
110
NOKIA IN 2014
Disclosure of shareholder ownership or voting power
According to the Finnish Securities Market Act (746/2012, as
amended), which entered into force on January 1, 2013, a shareholder
shall disclose their ownership or voting power to the company and the
Finnish Financial Supervisory Authority when the ownership or voting
power reaches, exceeds or falls below 5, 10, 15, 20, 25, 30, 50 or
90% of all the shares or the voting rights outstanding. The term
“ownership” includes ownership by the shareholder, as well as selected
related parties and calculating the ownership or voting power covers
agreements or other arrangements, which when concluded would
cause the proportion of voting rights or number of shares to reach,
exceed or fall below the aforementioned limits. Upon receiving such
notice, the company shall disclose it by a stock exchange release
without undue delay.
Under the Finnish Companies Act, as amended, a shareholder whose
holding exceeds nine-tenths of the total number of shares or voting
rights in Nokia has both the right and, upon a request from the
minority shareholders, the obligation to purchase all the shares of the
minority shareholders for the current market price. The market price
is determined, among other things, on the basis of the recent market
price of the shares. The purchase procedure under the Finnish
Companies Act differs, and the purchase price may differ, from the
purchase procedure and price under the Finnish Securities Market Act,
as discussed above. However, if the threshold of nine-tenths has been
exceeded through either a mandatory or a voluntary public offer
pursuant to the Finnish Securities Market Act, the market price under
the Finnish Companies Act is deemed to be the price offered in the
public offer, unless there are specific reasons to deviate from it.
Purchase obligation
Our Articles of Association require a shareholder that holds one-third
or one-half of all of our shares to purchase the shares of all other
shareholders that so request, at a price generally based on the
historical weighted average trading price of the shares. A shareholder
who becomes subject to the purchase obligation is also obligated to
purchase any subscription rights, stock options or convertible bonds
issued by the company if so requested by the holder. The purchase
price of the shares under our Articles of Association is the higher of:
(a) the weighted average trading price of the shares on Nasdaq Helsinki
during the ten business days prior to the day on which we have been
notified by the purchaser that its holding has reached or exceeded the
threshold referred to above or, in the absence of such notification or
its failure to arrive within the specified period, the day on which our
Board otherwise becomes aware of this; or (b) the average price,
weighted by the number of shares, which the purchaser has paid for
the shares it has acquired during the last 12 months preceding the
date referred to in (a).
Under the Finnish Securities Market Act, a shareholder whose voting
power exceeds 30% or 50% of the total voting rights in a company
shall, within one month, offer to purchase the remaining shares of the
company, as well as any other rights entitling to the shares issued by
the company, such as subscription rights, convertible bonds or stock
options issued by the company. The purchase price shall be the market
price of the securities in question. The market price is determined
on the basis of the highest price paid for the security during the
preceding six months by the shareholder or any party in close
connection to the shareholder. This price can be deviated from for a
specific reason. If the shareholder or any related party has not during
the six months preceding the offer acquired any securities that are
the target for the offer, the market price is determined based on the
average of the prices paid for the security in public trading during the
preceding three months weighted by the volume of trade. This price
can be deviated from for a specific reason.
Pre-emptive rights
In connection with any offering of shares, the existing shareholders
have a pre-emptive right to subscribe for shares offered in proportion
to the amount of shares in their possession. However, a general
meeting of shareholders may vote, by a majority of two-thirds of the
votes cast and two-thirds of the shares represented at the meeting,
to waive this pre-emptive right provided that, from the company’s
perspective, weighty financial grounds exist.
Under the Finnish Act on the Monitoring of Foreign Corporate
Acquisitions (2012/172 as amended), a notification to the Ministry
of Employment and the Economy is required for a non-resident of
Finland, directly or indirectly, when acquiring one-tenth or more of
the voting power or corresponding factual influence in a company.
The Ministry of Employment and the Economy has to confirm the
acquisition unless the acquisition would jeopardize important national
interests, in which case the matter is referred to the Council of State.
If the company in question is operating in the defense sector an
approval by the Ministry of Employment and the Economy is required
before the acquisition is made. These requirements are not applicable
if, for instance, the voting power is acquired in a share issue that is
proportional to the holder’s ownership of the shares. Moreover, the
requirements do not apply to residents of countries in the European
Economic Area or EFTA countries.
The audited consolidated financial statements from which the
selected consolidated financial data set forth below have been
derived were prepared in accordance with IFRS.
NOKIA IN 2014
111
General facts General facts on Nokia continued
Selected financial data
The financial data set forth below at and for the years ended December 31, 2013 and 2014 and for each of the years in the three-year period
ended December 31, 2014 has been derived from our audited consolidated financial statements included in this annual report. Financial data
at December 31, 2012 has been derived from our historical audited consolidated financial statements not included in this annual report.
The financial data at December 31, 2013 and 2014 and for each of the years in the three-year period ended December 31, 2014 should be
read in conjunction with, and are qualified in their entirety by reference to, our audited consolidated financial statements.
For the year ended December 31
From the consolidated income statement – Continuing operations
Net sales
Change %
Operating profit/(loss)
% of net sales
Financial income and expenses
(Loss)/profit before tax
Income tax benefit/(expense)
Profit/(loss) attributable to equity holders of the parent
Profit/(loss) attributable to non-controlling interests
Profit/(loss) from continuing operations
Earnings per share (for profit/(loss) attributable to equity holders of the parent)
Basic earnings per share, EUR
Diluted earnings per share, EUR
From the consolidated statement of financial position(1)
Non-current assets
Cash and other liquid assets(2)
Other current assets
Assets held for sale and assets of disposal groups classified as held for sale
Total assets
Capital and reserves attributable to equity holders of the parent
Non-controlling interests
Non-interest bearing liabilities(3)*
Interest-bearing liabilities(4)
Liabilities of disposal groups classified as liabilities held for sale
Total equity and liabilities
Other information
Research and development expenses
% of net sales
Capital expenditures(5)
% of net sales
Salaries and social expenses
Average number of employees
Key financial indicators
Cash dividends per share, EUR(6)
Dividends
Return on capital employed, %**
Return on equity, %
Equity ratio, %**
Net debt to equity (gearing), %
Net cash
Free cash flow
2014
2013
2012
(in EURm, except for share, percentage and employee data)
12 732
0.2%
170
1.3%
(395)
(237)
1 408
1 163
8
1 171
0.31
0.30
7 339
7 715
6 009
–
21 063
8 611
58
9 702
2 692
–
21 063
2 493
19.6%
280
2.2%
3 788
57 566
0.14
511
1.2%
15.4%
49.1%
(57.9)%
5 023
964
12 709
(17.5)%
519
4.1%
(280)
243
(202)
186
(145)
41
0.05
0.05
6 048
8 971
4 825
5 347
25 191
6 468
192
7 141
6 662
4 728
25 191
2 619
20.6%
214
1.7%
4 041
59 333
0.37
1 374
3.9%
2.6%
28.1%
(34.7)%
2 309
(335)
15 400
(3.6)%
(821)
(5.3)%
(357)
(1 179)
(304)
(771)
(712)
(1 483)
(0.21)
(0.21)
9 323
9 909
10 752
–
29 984
7 937
1 302
15 196
5 549
–
29 984
3 081
20.0%
290
1.9%
5 034
71 808
–
–
neg.
neg.
32.9%
(47.2)%
4 360
(815)
(1) 2012 information includes Discontinued operations.
(2) Includes Investments at fair value through profit and loss, liquid assets, Available-for-sale investments, liquid assets, Available-for-sale investments, cash equivalents and Bank and cash.
(3) Includes Deferred revenue and other long-term liabilities, Provisions, Other financial liabilities, Current income tax liabilities, Deferred tax liabilities, Accounts payable and Accrued expenses and deferred
revenue and other liabilities.
(4) Includes Long-term interest-bearing liabilities, Current portion of long-term interest-bearing liabilities and Short-term borrowings.
(5) Includes purchases of property, plant and equipment and intangible assets for Continuing operations.
(6) Dividends declared per share for 2014 are subject to shareholders’ approval.
* 2012 comparative information has been recalculated for consistency.
** 2013 comparative information has been recalculated for consistency.
112
NOKIA IN 2014
Exchange rate data
Our business and results of operations are, from time to time, affected by changes in exchange rates, particularly between the euro,
our reporting currency, and other currencies such as the US dollar, the Chinese yuan and the Japanese yen. The following table sets forth
information concerning the noon buying rate for the years 2010 through to 2014 and for each of the months in the six-month period ended
February 27, 2015, expressed in US dollars per euro. The average rate for a year means the average of the exchange rates on the last day of
each month during a year. The average rate for a month means the average of the daily exchange rates during that month.
For the year ended December 31 (unless otherwise specified)
2010
2011
2012
2013
2014
September 30, 2014
October 31, 2014
November 28, 2014
December 31, 2014
January 30, 2015
February 27, 2015
On March 13, 2015, the noon buying rate was USD 1.0524 per EUR 1.00.
End of period rate
Average rate
Highest rate
Lowest rate
1.3269
1.2973
1.3186
1.3779
1.2101
1.2628
1.2530
1.2438
1.2101
1.1290
1.1197
(USD per EUR)
1.3216
1.4002
1.2909
1.3303
1.3210
1.2889
1.2677
1.2473
1.2329
1.1615
1.1350
1.4536
1.4875
1.3463
1.3816
1.3927
1.3136
1.2812
1.2554
1.2504
1.2015
1.1462
1.1959
1.2926
1.2062
1.2774
1.2101
1.2628
1.2517
1.2394
1.2101
1.1279
1.1197
NOKIA IN 2014
113
General facts General facts on Nokia continued
Shares and shareholders
Shares and share capital
Nokia has one class of shares. Each Nokia share entitles the holder to one vote at general meetings of Nokia.
On December 31, 2014, the share capital of Nokia Corporation was EUR 245 896 461.96 and the total number of shares issued was
3 745 044 246. The number includes 11 513 shares which were registered on January 2, 2015. At December 31, 2014, the total number
of shares included 96 900 800 shares owned by Group companies representing approximately 2.6% of the total number of shares and the total
voting rights.
Under the Articles of Association of Nokia, Nokia Corporation does not have minimum or maximum share capital or a par value of a share.
At December 31
Share capital, EURm
Shares, (000s)
Shares owned by the Group, (000s)
Number of shares excluding shares owned by the Group, (000s)
Average number of shares excluding shares owned by the Group
during the year, (000s), basic
Average number of shares excluding shares owned by the Group
during the year, (000s), diluted
Number of registered shareholders(1)
(1) Each account operator is included in the figure as only one registered shareholder.
2014
246
3 745 044
96 901
3 648 143
2013
246
3 744 994
32 568
3 712 427
2012
246
3 744 956
33 971
3 710 985
2011
246
3 744 956
34 767
3 710 189
2010
246
3 744 956
35 826
3 709 130
3 698 723
3 712 079
3 710 845
3 709 947
3 708 816
4 131 602
216 830
3 712 079
225 587
3 710 845
250 799
3 709 947
229 096
3 713 250
191 790
Calculation of key ratios
At December 31,
Continuing operations
Earnings per share, basic, EUR
Earnings per share, diluted, EUR
P/E ratio, basic(1)
Dividend per share, EUR
Total dividends paid, EURm(3)
Payout ratio, basic
Dividend yield, %
Shareholders’ equity per share, EURm(4)
Market capitalization, EURm(4)
2014
0.31
0.30
21.16
0.14(2)
511(2)
0.45(2)
2.13(2)
2.36
23 932
2013
0.05
0.05
116.40
0.37
1 374
7.40
6.36
1.74
21 606
2012
(0.21)
(0.21)
neg.
0
0
0
0
2.14
10 873
2011
(0.34)
(0.34)
neg.
0.20
742
neg.
5.30
3.20
13 987
2010
(0.28)
(0.28)
neg.
0.40
1 484
neg.
5.17
3.88
28 709
(1) Based on Nokia closing share price at year-end.
(2) Based on the proposal by the Board for the fiscal year 2014, subject to shareholders approval at the Annual General Meeting convening on May 5, 2015.
(3) Maximum amount to be distributed as dividends based on the number of shares at December 31, 2014 excluding the number of treasury shares. Previous year figure represents the total actual
amounts paid.
(4) Excludes shares owned by the Group companies.
Reductions of share capital and number of shares
Type of reduction
Cancellation of shares
Cancellation of shares
Cancellation of shares
Cancellation of shares
Cancellation of shares
Number of
shares
000s
–
–
–
–
–
Year
2010
2011
2012
2013
2014
Amount
of reduction
of the share
capital
EURm
–
–
–
–
–
Amount
of reduction
of the restricted
capital
EURm
–
–
–
–
–
Amount
of reduction
of the retained
earnings
EURm
–
–
–
–
–
As announced on January 29, 2015 the Board decided to cancel 66 903 682 Nokia shares held by the company. The cancellation of the shares
did not affect the company’s share capital.
114
NOKIA IN 2014
Share turnover
Share turnover (000s)(1)
Total number of shares (000s)
% of total number of shares
2014
2013
2010
9 278 853 16 748 295 19 995 211 15 651 671 12 273 862
3 744 956
3 744 956
3 745 044
328%
534%
248%
3 744 956
418%
3 744 956
447%
2012
2011
(1) Source: Nasdaq Helsinki and the New York Stock Exchange composite tape.
The principal trading markets for the shares are the New York Stock Exchange, in the form of ADSs, and Nasdaq Helsinki, in the form of shares.
Share prices(1)
EUR
Low/high
Average(2)
Year-end
(1) Source: Nasdaq Helsinki.
(2) Total turnover divided by total volume.
Share prices(1)
USD (ADS)
Low/high
Average(2)
Year-end
(1) Source: The New York Stock Exchange composite tape.
(2) Total turnover divided by total volume.
2014
4.89/6.97
5.99
6.56
2013
2.30/6.03
3.57
5.82
2012
1.33/4.46
2.62
2.93
2011
2010
3.33/8.48 6.58/11.82
8.41
7.74
5.19
3.77
2014
6.64/8.73
7.79
7.86
2013
3.02/8.18
4.82
8.11
2012
2011
2010
1.63/5.87 4.46/11.75 8.00/15.89
11.12
10.32
7.14
4.82
3.41
3.95
Nokia share prices on Nasdaq Helsinki (EUR) and on New York Stock Exchange (USD) 2010-2014
Nokia share price (EUR)(1)
Nokia share price (USD)(1)
12
10
8
6
4
2
0
Jan 10
Jan 11
Jan 12
Jan 13
Jan 14
16
14
12
10
8
6
4
2
0
13
12
11
10
09
13
12
11
10
09
Jan 10
Jan 11
Jan 12
Jan 13
Jan 14
(1) Source: Nasdaq Helsinki.
(1) Source: The New York Stock Exchange composite tape.
NOKIA IN 2014
115
General facts General facts on Nokia continued
Stock option exercises 2010–2014
Year
Stock option category
2010
2011
Nokia Stock Option Plan 2005 2Q
Nokia Stock Option Plan 2005 3Q
Nokia Stock Option Plan 2005 4Q
Nokia Stock Option Plan 2006 1Q
Nokia Stock Option Plan 2006 2Q
Nokia Stock Option Plan 2006 3Q
Nokia Stock Option Plan 2006 4Q
Nokia Stock Option Plan 2007 1Q
Nokia Stock Option Plan 2007 2Q
Nokia Stock Option Plan 2007 3Q
Nokia Stock Option Plan 2007 4Q
Nokia Stock Option Plan 2008 1Q
Nokia Stock Option Plan 2008 2Q
Nokia Stock Option Plan 2008 3Q
Nokia Stock Option Plan 2008 4Q
Nokia Stock Option Plan 2009 1Q
Nokia Stock Option Plan 2009 2Q
Nokia Stock Option Plan 2009 3Q
Total
Nokia Stock Option Plan 2006 1Q
Nokia Stock Option Plan 2006 2Q
Nokia Stock Option Plan 2006 3Q
Nokia Stock Option Plan 2006 4Q
Nokia Stock Option Plan 2007 1Q
Nokia Stock Option Plan 2007 2Q
Nokia Stock Option Plan 2007 3Q
Nokia Stock Option Plan 2007 4Q
Nokia Stock Option Plan 2008 1Q
Nokia Stock Option Plan 2008 2Q
Nokia Stock Option Plan 2008 3Q
Nokia Stock Option Plan 2008 4Q
Nokia Stock Option Plan 2009 1Q
Nokia Stock Option Plan 2009 2Q
Nokia Stock Option Plan 2009 3Q
Nokia Stock Option Plan 2009 4Q
Nokia Stock Option Plan 2010 1Q
Nokia Stock Option Plan 2010 2Q
Nokia Stock Option Plan 2010 3Q
Total
Subscription price
EUR
12.79
13.09
14.48
14.99
18.02
15.37
15.38
17.00
18.39
21.86
27.53
24.15
19.16
17.80
12.43
9.82
11.18
9.28
14.99
18.02
15.37
15.38
17.00
18.39
21.86
27.53
24.15
19.16
17.80
12.43
9.82
11.18
9.28
8.76
10.11
8.86
7.29
Number of new
shares 000s
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
Date of
payment
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2011
2011
2011
2011
2011
2011
2011
2011
2011
2011
2011
2011
2011
2011
2011
2011
2011
2011
New share capital
EURm
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
Net proceeds
EURm
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
116
NOKIA IN 2014
Year
Stock option category
2012
2013
2014
Nokia Stock Option Plan 2007 2Q
Nokia Stock Option Plan 2007 3Q
Nokia Stock Option Plan 2007 4Q
Nokia Stock Option Plan 2008 1Q
Nokia Stock Option Plan 2008 2Q
Nokia Stock Option Plan 2008 3Q
Nokia Stock Option Plan 2008 4Q
Nokia Stock Option Plan 2009 1Q
Nokia Stock Option Plan 2009 2Q
Nokia Stock Option Plan 2009 3Q
Nokia Stock Option Plan 2009 4Q
Nokia Stock Option Plan 2010 1Q
Nokia Stock Option Plan 2010 2Q
Nokia Stock Option Plan 2010 3Q
Nokia Stock Option Plan 2010 4Q
Total
Nokia Stock Option Plan 2008 1Q
Nokia Stock Option Plan 2008 2Q
Nokia Stock Option Plan 2008 3Q
Nokia Stock Option Plan 2008 4Q
Nokia Stock Option Plan 2009 1Q
Nokia Stock Option Plan 2009 2Q
Nokia Stock Option Plan 2009 3Q
Nokia Stock Option Plan 2009 4Q
Nokia Stock Option Plan 2010 1Q
Nokia Stock Option Plan 2010 2Q
Nokia Stock Option Plan 2010 3Q
Nokia Stock Option Plan 2010 4Q
Total
Nokia Stock Option Plan 2009 1Q
Nokia Stock Option Plan 2009 2Q
Nokia Stock Option Plan 2009 3Q
Nokia Stock Option Plan 2009 4Q
Nokia Stock Option Plan 2010 1Q
Nokia Stock Option Plan 2010 2Q
Nokia Stock Option Plan 2010 3Q
Nokia Stock Option Plan 2010 4Q
Nokia Stock Option Plan 2011 2Q
Nokia Stock Option Plan 2011 3Q
Total
Subscription price
EUR
18.39
21.86
27.53
24.15
19.16
17.80
12.43
9.82
11.18
9.28
8.76
10.11
8.86
7.29
7.59
24.15
19.16
17.80
12.43
9.82
11.18
9.28
8.76
10.11
8.86
7.29
7.59
9.56
10.92
9.02
8.50
9.85
8.60
7.03
7.33
5.76
3.50
Number of new
shares 000s
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
50
0
50
Date of
payment
2012
2012
2012
2012
2012
2012
2012
2012
2012
2012
2012
2012
2012
2012
2012
2013
2013
2013
2013
2013
2013
2013
2013
2013
2013
2013
2013
2014
2014
2014
2014
2014
2014
2014
2014
2014
2014
Net proceeds
EURm
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.29
0.00
0.29
New share capital
EURm
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
NOKIA IN 2014
117
General facts
General facts on Nokia continued
Shareholders
At December 31, 2014 shareholders registered in Finland represented 23.11% and shareholders registered in the name of a nominee
represented 76.89% of the total number of shares of Nokia Corporation. The number of directly registered shareholders was 216 830 on
December 31, 2014. Each account operator (18) is included in this figure as only one registered shareholder.
Largest shareholders registered in Finland at December 31, 2014(1)
Shareholder
Varma Mutual Pension Insurance Company
Ilmarinen Mutual Pension Insurance Company
The State Pension Fund
Schweizerische Nationalbank
Elo Mutual Pension Insurance Company
Svenska Litteratursällskapet i Finland rf
Keva (Local Government Pensions Institution)
Folketrygdfondet
Nordea Fennia Fund
Sigrid Jusélius Stiftelse
Total number
of shares 000s
72 222
54 719
24 000
22 057
19 100
14 312
11 951
11 752
10 300
7 000
% of all shares
1.93
1.46
0.64
0.59
0.51
0.38
0.32
0.31
0.28
0.19
% of all voting rights
1.98
1.50
0.66
0.60
0.52
0.39
0.33
0.32
0.28
0.19
(1) Excluding nominee registered shares and shares owned by Nokia Corporation. Nokia Corporation owned 96 900 800 shares as at December 31, 2014.
Breakdown of share ownership at December 31, 2014(1)
By number of shares owned
1–100
101–1 000
1 001–10 000
10 001–100 000
100 001–500 000
500 001–1 000 000
1 000 001–5 000 000
Over 5 000 000
Total
By nationality
Non-Finnish shareholders
Finnish shareholders
Total
By shareholder category (Finnish shareholders)
Corporations
Households
Financial and insurance institutions
Non-profit organizations
General government
Total
Number of
shareholders
45 802
107 564
56 419
6 642
303
37
43
20
216 830
% of
shareholders
21.12
49.61
26.02
3.06
0.14
0.02
0.02
0.01
100.00
Total number
of shares
2 717 211
49 372 569
172 737 546
161 978 774
61 277 043
24 786 347
85 200 175
3 186 974 581
3 745 044 246
% of
all shares
0.07
1.32
4.61
4.33
1.64
0.66
2.28
85.10
100.00
% of shares
76.89
23.11
100.00
% of shares
4.25
9.96
2.00
1.62
5.28
23.11
(1) The breakdown covers only shareholders registered in Finland, and each account operator (18) is included in the number of shareholders as only one registered shareholder. As a result, the breakdown
is not illustrative of the entire shareholder base of Nokia.
At December 31, 2014 a total of 573 064 227 ADSs (equivalent to the same number of shares or approximately 15.30% of the total
outstanding shares) were outstanding and held of record by 11 279 registered holders in the United States. We are aware that many ADSs are
held of record by brokers and other nominees, and accordingly the above number of holders is not necessarily representative of the actual
number of persons who are beneficial holders of ADSs or the number of ADSs beneficially held by such persons. Based on information available
from Automatic Data Processing, Inc., the number of beneficial owners of ADSs at December 31, 2014 was 286 359.
118
NOKIA IN 2014
Based on information known to us as of March 18, 2015, at October 24, 2014 Blackrock, Inc. beneficially owned 187 784 314 Nokia shares or
convertible bonds combined, which at that time corresponded to approximately 5.01% of the total number of shares and voting rights of Nokia.
Based on information known to us as of March 18, 2015, at February 26, 2015, Dodge & Cox beneficially owned 184 510 814 Nokia shares or
ADRs combined, which at that time corresponded to approximately 5.02% of the total number of shares and voting rights of Nokia.
As far as we know, Nokia is not directly or indirectly owned or controlled by any other corporation or any government, and there are no
arrangements that may result in a change of control of Nokia.
Shares and stock options owned by the members of the Board of Directors and the Nokia Group Leadership Team
Members of the Board and the Nokia Group Leadership Team owned on December 31, 2014 an aggregate of 1 611 713 shares which
represented approximately 0.04% of the aggregate number of shares and voting rights. They also owned stock options which, if exercised in full,
including both exercisable and unexercisable stock options, would be exercisable for an additional 910 000 shares representing approximately
0.02% of the total number of shares and voting rights at December 31, 2014.
Authorizations
Authorizations to issue shares and special rights entitling to shares
At the Annual General Meeting held on June 17, 2014 Nokia shareholders authorized the Board to issue a maximum of 740 million shares
through one or more issues of shares or special rights entitling to shares. The Board may issue either new shares or shares held by the
Company. The authorization includes the right for the Board to resolve on all the terms and conditions of such issuances of shares and
special rights entitling to shares, including issuance in deviation from the shareholders’ pre-emptive rights. The authorization may be used to
develop the Company’s capital structure, diversify the shareholder base, finance or carry out acquisitions or other arrangements, settle the
Company’s equity-based incentive plans, or for other purposes resolved by the Board. The authorization is effective until December 17, 2015.
At December 31, 2014 the Board had no other authorizations to issue shares, convertible bonds, warrants or stock options.
Authorization to repurchase shares
At the Annual General Meeting held on June 17, 2014 Nokia shareholders authorized the Board to repurchase a maximum of 370 million
Nokia shares. The amount corresponds to less than 10% of the total number of Company’s shares. The shares may be repurchased in order
to develop the capital structure of the Company and they were expected to be cancelled. In addition, shares may be repurchased in order to
finance or carry out acquisitions or other arrangements, to settle the Company’s equity-based incentive plans or to be transferred for other
purposes. The authorization is effective until December 17, 2015.
Period
January
February
March
April
May
June
July 28-31
August 1-29
September 1-26
October 27-31
November 3-28
December 1-23
Total
Total number of
shares purchased
–
–
–
–
–
–
3 293 157
17 540 685
15 189 798
3 692 555
14 746 614
12 440 873
66 903 682
Average euro price
paid per share
–
–
–
–
–
–
6.07
5.99
6.58
6.62
6.50
6.54
6.38
Total number of shares
purchased as part of
publicly announced plans
or programs(1)
–
–
–
–
–
–
3 293 157
17 540 685
15 189 798
3 692 555
14 746 614
12 440 873
66 903 682
Maximum value
of shares that may yet
be purchased under the
plans or programs, EUR
–
–
–
–
–
–
1 230 000 015
1 125 013 500
1 025 020 757
1 000 587 415
904 671 469
823 273 540
(1) EUR 1.25 billion share repurchase program announced in conjunction with the capital structure optimization program.
NOKIA IN 2014
119
General facts General facts on Nokia continued
Authorizations proposed to the Annual General Meeting 2015
On January 29, 2015 Nokia announced that the Board will propose
that the AGM convening on May 5, 2015 authorize the Board to resolve
to repurchase a maximum of 365 million Nokia shares. The proposed
maximum number of shares that may be repurchased corresponds
to less than 10% of all the shares of the Company. The shares may
be repurchased in order to optimize the capital structure of the
Company and are expected to be cancelled. In addition, shares may
be repurchased in order to finance or carry out acquisitions or other
arrangements, to settle the Company’s equity-based incentive plans,
or to be transferred for other purposes. The shares may be
repurchased either through a tender offer made to all shareholders
on equal terms, or in another proportion than that of the current
shareholders. The authorization would be effective until November 5,
2016 and terminate the current authorization for repurchasing of
the Company’s shares resolved at the Annual General Meeting on
June 17, 2014.
Nokia also announced on January 29, 2015 that the Board will propose
to the Annual General Meeting to be held on May 5, 2015 that the
Annual General Meeting authorize the Board to resolve to issue a
maximum of 730 million shares through issuance of shares or special
rights entitling to shares in one or more issues. The Board may issue
either new shares or treasury shares held by the Company. The Board
proposes that the authorization may be used to develop the
Company’s capital structure, diversify the shareholder base, finance
or carry out acquisitions or other arrangements, settle the Company’s
equity-based incentive plans, or for other purposes resolved by the
Board. The proposed authorization includes the right for the Board
to resolve on all the terms and conditions of the issuance of shares
and special rights entitling to shares, including issuance in deviation
from the shareholders’ pre-emptive rights. The authorization
would be effective until November 5, 2016 and terminate the
current authorization granted by the Annual General Meeting
on June 17, 2014.
Offer and listing details
Our capital consists of shares traded on Nasdaq Helsinki under the
symbol “NOK1V”. Our ADSs, each representing one of our shares, are
traded on the New York Stock Exchange under the symbol “NOK”. The
ADSs are evidenced by American Depositary Receipts (“ADRs”) issued
by Citibank, N.A., as the Depositary under the Amended and Restated
Deposit Agreement dated as of March 28, 2000 (as amended), among
Nokia, Citibank, N.A. and registered holders from time to time of ADRs,
as amended on February 6, 2008.
The table below sets forth, for the periods indicated, the reported high
and low quoted prices for our shares on Nasdaq Helsinki, and the high
and low quoted prices for the ADSs, as reported on the New York Stock
Exchange composite tape.
Nasdaq OMX Helsinki
price per share
New York Stock Exchange
price per ADS
High
Low
High
Low
EUR
USD
11.82
8.48
4.46
3.64
3.01
5.10
6.03
6.03
6.11
6.01
6.89
6.97
6.97
6.89
6.97
6.79
6.84
7.23
7.20
6.58
3.33
1.33
2.45
2.30
2.88
4.64
2.30
4.89
5.13
5.38
5.95
4.89
6.26
5.95
6.14
6.05
6.33
6.63
15.89
11.75
5.87
4.90
4.12
6.78
8.18
8.18
8.20
8.35
8.73
8.58
8.73
8.73
8.58
8.44
8.37
8.13
8.09
8.00
4.46
1.63
3.19
3.02
3.81
6.22
3.02
6.64
7.00
7.30
7.58
6.64
8.24
7.58
7.63
7.61
7.40
7.49
2010
2011
2012
2013
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
Full year
2014
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
Full year
Most recent six months
September 2014
October 2014
November 2014
December 2014
January 2015
February 2015
120
NOKIA IN 2014
Key ratios
Operating profit
Profit before interest and taxes
Earnings per share (basic)
Profit attributable to equity holders of the parent
Average adjusted number of shares during the year
P/E ratio
Closing share price at December 31
Earnings per share (basic) for Continuing operations
Payout ratio
Dividend per share
Earnings per share (basic) for Continuing operations
Dividend yield %
Dividend per share
Closing share price at December 31
Shareholders’ equity per share
Capital and reserves attributable to equity holders of the parent
Number of shares at December 31—number of treasury shares
at December 31
Market capitalization
(Number of shares at December 31—number of treasury shares
at December 31) x closing share price at December 31
Share turnover %
Number of shares traded during the year
Average number of shares during the year
Interest-bearing liabilities
Long-term interest-bearing liabilities (including the current portion
thereof) + short-term borrowings
Return on capital employed %
Profit before taxes + interest and other financial expenses
Average capital and reserves attributable to the Company’s
equity holders + average non-controlling interests + average
interest-bearing liabilities
Return on shareholders’ equity %
Profit attributable to the equity holders of the parent
Average capital and reserves attributable to the company’s
equity holders during the year
Equity ratio %
Capital and reserves attributable to equity
holders of the parent + non-controlling interests
Total assets—advance payments received
Net debt to equity (gearing) %
Interest-bearing liabilities—cash and other liquid assets
Capital and reserves attributable to the equity holders
of the parent + non-controlling interests
Net cash
Total cash and other liquid assets—interest-bearing liabilities
Free cash flow(1)
Net cash from/(used in) operating activities—purchases of property,
plant and equipment, and intangible assets
(1) The consolidated statement of cash flows combines cash flows from both Continuing operations
and Discontinued operations.
NOKIA IN 2014
121
General facts
Financial statements
Contents
Consolidated income statement
Consolidated statement of
comprehensive income
Consolidated statement of
financial position
Consolidated statement of cash flows
Consolidated statement of changes
in shareholders’ equity
Notes to consolidated financial
statements
1. Accounting principles
2. Segment information
3. Disposals treated as
discontinued operations
4. Acquisitions
5. Revenue recognition
6. Expenses by nature
7. Personnel expenses
8. Pensions
125
126
127
128
130
130
140
142
143
144
145
145
145
124
9. Depreciation and amortization
by function
149
149
10. Impairment
151
11. Other income and expenses
152
12. Financial income and expenses
153
13. Income tax
154
14. Deferred taxes
155
15. Earnings per share
156
16. Intangible assets
17. Property, plant and equipment
157
18. Investments in associated companies 158
158
19. Fair value of financial instruments
162
20. Derivative financial instruments
163
21. Inventories
22. Allowances for doubtful accounts
163
23. Prepaid expenses and
27. Fair value and other reserves
28. Provisions
29. Accrued expenses, deferred revenue
and other liabilities
30. Commitments and contingencies
31. Contractual obligations
32. Notes to the consolidated
statement of cash flows
33. Principal Group companies
34. Related party transactions
35. Risk management
Parent Company Income Statement
Parent Company Statement
of Financial Position
Parent Company Statement
of Cash Flows
accrued income
24. Shares of the Parent Company
25. Share-based payment
26. Translation differences
163
164
165
168
Notes to Parent Company
Financial statements
1. Accounting principles
2. Net sales by segment
169
170
171
172
173
173
174
175
177
186
187
189
190
190
192
122
NOKIA IN 2014
22. Leasing contracts
23. Loans granted to the management
200
of the company
200
24. Notes to the statement of cash flows 200
201
25. Principal Group companies
26. Shares of the Parent Company
201
Signing of the Annual Accounts 2014
and proposal by the Board of
Directors for distribution of profit
Auditor’s report
Auditor fees and services
203
204
205
192
3. Personnel expenses
193
4. Depreciation and amortization
194
5. Auditor’s fees
194
6. Other operating income
194
7. Other operating expenses
194
8. Financial income and expenses
194
9.
Income tax
195
10. Deferred taxes
195
11. Intangible assets
196
12. Tangible assets
13. Investments
196
14. Prepaid expenses and accrued income 197
197
15. Shareholders’ equity
197
16. Distributable earnings
17. Fair value of financial instruments
198
18. Long-term interest-bearing liabilities 199
19. Accrued expenses and
deferred revenue
20. Provisions
21. Commitments and contingencies
199
199
200
NOKIA IN 2014
123
Financial statements Consolidated income statement
For the year ended December 31
Net sales
Cost of sales
Gross profit
Research and development expenses
Selling, general and administrative expenses
Impairment of goodwill
Other income
Other expenses
Operating profit/(loss)
Share of results of associated companies
Financial income and expenses
(Loss)/profit before tax
Income tax benefit/(expense)
Profit/(loss) for the year from continuing operations
Attributable to:
Equity holders of the parent
Non-controlling interests
Profit/(loss) for the year from discontinued operations attributable to:
Equity holders of the parent
Non-controlling interests
Profit/(loss) for the year attributable to:
Equity holders of the parent
Non-controlling interests
Earnings per share from continuing and discontinued operations
(from profit/(loss) attributable to equity holders of the parent)
Basic earnings per share
Continuing operations
Discontinued operations
Profit/(loss) for the year
Diluted earnings per share
Continuing operations
Discontinued operations
Profit/(loss) for the year
Average number of shares
Basic
Continuing operations
Discontinued operations
Profit/(loss) for the year
Diluted
Continuing operations
Discontinued operations
Profit/(loss) for the year
The notes are an integral part of these consolidated financial statements.
Notes
5
6
6
6
10
11
11
18
12
13
3
2014
EURm
12 732
(7 094)
5 638
(2 493)
(1 634)
(1 209)
136
(268)
170
(12)
(395)
(237)
1 408
1 171
1 163
8
1 171
2 299
6
2 305
3 462
14
3 476
2013
EURm
12 709
(7 364)
5 345
(2 619)
(1 671)
–
272
(808)
519
4
(280)
243
(202)
41
186
(145)
41
(801)
21
(780)
(615)
(124)
(739)
2012
EURm
15 400
(9 841)
5 559
(3 081)
(2 062)
–
276
(1 513)
(821)
(1)
(357)
(1 179)
(304)
(1 483)
(771)
(712)
(1 483)
(2 334)
31
(2 303)
(3 105)
(681)
(3 786)
15
EUR
EUR
EUR
0.31
0.62
0.94
0.05
(0.22)
(0.17)
(0.21)
(0.63)
(0.84)
0.30
0.56
0.85
000s shares
0.05
(0.22)
(0.17)
000s shares
(0.21)
(0.63)
(0.84)
000s shares
3 698 723
3 698 723
3 698 723
3 712 079
3 712 079
3 712 079
3 710 845
3 710 845
3 710 845
4 131 602
4 131 602
4 131 602
3 733 364
3 712 079
3 712 079
3 710 845
3 710 845
3 710 845
124
NOKIA IN 2014
Consolidated statement
of comprehensive income
For the year ended December 31
Profit/(loss) for the year
Other comprehensive income
Items that will not be reclassified to profit or loss:
Remeasurements on defined benefit plans
Income tax related to items that will not be reclassified to profit or loss
Items that may be reclassified subsequently to profit or loss:
Translation differences
Net investment hedges
Cash flow hedges
Available-for-sale investments
Other increase, net
Income tax related to items that may be reclassified subsequently
to profit or loss
Other comprehensive income/(expense), net of tax
Total comprehensive income/(expense) for the year
Attributable to:
Equity holders of the parent
Non-controlling interests
Attributable to equity holders of the parent:
Continuing operations
Discontinued operations
Attributable to non-controlling interests:
Continuing operations
Discontinued operations
The notes are an integral part of these consolidated financial statements.
Notes
8
26
26
27
27
26, 27
2014
EURm
3 476
(275)
96
820
(167)
(30)
106
40
16
606
4 082
4 061
21
4 082
1 563
2 498
4 061
16
5
21
2013
EURm
(739)
83
(3)
(496)
114
3
49
5
1
(244)
(983)
(863)
(120)
(983)
34
(897)
(863)
(139)
19
(120)
2012
EURm
(3 786)
(228)
22
41
(58)
(41)
35
10
12
(207)
(3 993)
(3 281)
(712)
(3 993)
(831)
(2 450)
(3 281)
(740)
28
(712)
NOKIA IN 2014
125
Financial statements
Consolidated statement
of financial position
At December 31
ASSETS
Non-current assets
Goodwill
Other intangible assets
Property, plant and equipment
Investments in associated companies
Available-for-sale investments
Deferred tax assets
Long-term loans receivable
Other non-current assets
Current assets
Inventories
Accounts receivable, net of allowances for doubtful accounts
Prepaid expenses and accrued income
Current income tax assets
Current portion of long-term loans receivable
Other financial assets
Investments at fair value through profit and loss, liquid assets
Available-for-sale investments, liquid assets
Available-for-sale investments, cash equivalents
Bank and cash
Assets held for sale
Assets of disposal groups classified as held for sale
Total assets
SHAREHOLDERS’ EQUITY AND LIABILITIES
Capital and reserves attributable to equity holders of the parent
Share capital
Share issue premium
Treasury shares at cost
Translation differences
Fair value and other reserves
Reserve for invested non-restricted equity
Retained earnings
Non-controlling interests
Total equity
Non-current liabilities
Long-term interest-bearing liabilities
Deferred tax liabilities
Deferred revenue and other long-term liabilities
Provisions
Current liabilities
Current portion of long-term interest-bearing liabilities
Short-term borrowings
Other financial liabilities
Current income tax liabilities
Accounts payable
Accrued expenses, deferred revenue and other liabilities
Provisions
Liabilities of disposal groups classified as held for sale
Total liabilities
Total shareholders’ equity and liabilities
The notes are an integral part of these consolidated financial statements.
Notes
2014
EURm
2013
EURm
16
16
17
18
19
14
19, 35
21
19, 22, 35
23
19, 35
19, 20, 35
19, 35
19, 35
19, 35
35
17
3
24
26
27
19, 35
14
29
28
19, 35
19, 35
19, 20, 35
13
19, 35
29
28
3
2 563
350
716
51
828
2 720
34
77
7 339
1 275
3 430
913
124
1
266
418
2 127
2 643
2 527
13 724
–
–
21 063
246
439
(988)
1 099
22
3 083
4 710
8 611
58
8 669
2 576
32
2 197
301
5 106
1
115
174
481
2 313
3 632
572
7 288
–
12 394
21 063
3 295
296
566
65
741
890
96
99
6 048
804
2 901
660
146
29
285
382
956
3 957
3 676
13 796
89
5 258
25 191
246
615
(603)
434
80
3 115
2 581
6 468
192
6 660
3 286
195
630
242
4 353
3 192
184
35
484
1 842
3 033
680
9 450
4 728
18 531
25 191
126
NOKIA IN 2014
Consolidated statement
of cash flows
For the year ended December 31
Cash flow from operating activities
Profit/(loss) attributable to equity holders of the parent
Adjustments, total
Change in net working capital
Cash generated from operations
Interest received
Interest paid
Other financial income and expenses, net (paid)/received
Income taxes, net paid
Net cash from/(used in) operating activities
Cash flow from investing activities
Acquisition of businesses, net of acquired cash
Purchases of investments, liquid assets
Purchase of non-current available-for-sale investments
Proceeds from/(payment of) other long-term receivables
Proceeds from short-term loans receivable
Purchases of property, plant and equipment, and intangible assets
Proceeds from/(payment for) disposal of businesses, net of disposed cash(1)
Proceeds from disposal/(purchase) of shares in associated companies
Proceeds from maturities and sale of investments, liquid assets
Proceeds from sale of non-current available-for-sale investments
Proceeds from sale of property, plant and equipment, and intangible assets
Dividends received
Net cash from/(used in) investing activities
Cash flow from financing activities
Purchase of treasury shares
Purchase of a subsidiary’s equity instruments
Proceeds from long-term borrowings
Repayment of long-term borrowings
Repayment of short-term borrowings
Dividends paid and other contributions to shareholders
Net cash used in financing activities
Foreign exchange adjustment
Net decrease in cash and equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Cash and cash equivalents comprise:
Bank and cash
Available-for-sale investments, cash equivalents
Total
Notes
2014
EURm
2013
EURm
2012
EURm
32
32
3 462
(2 248)
1 153
2 367
45
(336)
(165)
(636)
1 275
(175)
(2 977)
(73)
7
20
(311)
2 508
7
1 774
62
44
–
886
(427)
(45)
79
(2 749)
(42)
(1 392)
(4 576)
(615)
1 789
(945)
229
92
(208)
345
(386)
72
–
(1 021)
(53)
(1)
4
(407)
(63)
(8)
586
129
138
5
(691)
–
(1 707)
2 291
(862)
(128)
(71)
(477)
(48)
(223)
(2 463)
(1 319)
7 633
5 170
2 527
2 643
5 170
8 952
7 633
3 676
3 957
7 633
(3 105)
3 841
119
855
130
(277)
(584)
(478)
(354)
13
(1 708)
(55)
–
24
(461)
(15)
4
2 441
37
279
3
562
–
–
752
(266)
(196)
(755)
(465)
(27)
(284)
9 236
8 952
3 504
5 448
8 952
(1) Proceeds from the Sale of the D&S Business are presented net of the amount of principal and accrued interest on the repaid convertible bonds.
The consolidated statement of cash flows combines cash flows from both the Continuing and the Discontinued operations. Refer to Note 3, Disposals treated as
discontinued operations.
The amounts in the consolidated statement of cash flows cannot be directly traced from the statement of financial position without additional information on the acquisitions
and disposals of subsidiaries and the net foreign exchange differences arising on consolidation.
The notes are an integral part of these consolidated financial statements.
NOKIA IN 2014
127
Financial statements
Consolidated statement
of changes in shareholders’ equity
EURm
At January 1, 2012
Remeasurements of defined
benefit plans, net of tax
Translation differences
Net investment hedge losses,
net of tax
Cash flow hedges, net of tax
Available-for-sale investments,
net of tax
Other increase, net
Loss for the year
Total comprehensive loss
for the year
Share-based payment
Excess tax benefit on
share-based payment
Settlement of performance
and restricted shares
Dividends
Convertible bond—equity
component
Total other equity movements
At December 31, 2012
Remeasurements of defined
benefit plans, net of tax
Translation differences
Net investment hedge gains,
net of tax
Cash flow hedges, net of tax
Available-for-sale investments,
net of tax
Other increase, net
Loss for the year
Total comprehensive
(loss)/income for the year
Share-based payment
Settlement of performance
and restricted shares
Dividends
Acquisition of non-controlling
Number
of shares
(000s)
Share
capital
Share
issue
premium
Treasury
shares
Translation
differences
Notes
Reserve for
invested
non-
restricted
equity
Fair value
and other
reserves
Retained
earnings
Equity
holders of
the parent
Non-
controlling
interests
Total
3 710 189
246
362
(644)
771
153
3 148 7 837 11 873
2 036 13 909
27
26
26
27
27
42
(67)
(127)
(67)
36
(127)
42
(67)
(67)
(79)
(2)
(206)
40
(67)
(20)
47
7
(3 105)
36
7
(3 105)
36
10
(3 786)
3
(681)
–
(25)
(158)
– (3 098)
–
–
1
3
796
(5)
15
(12)
(742)
(3 281)
1
(712) (3 993)
1
3
(2)
(742)
3
(2)
(764)
(22)
(12)
(742)
3 136 3 997
85
(655)
7 937
85
(677)
1 302 9 239
(22)
85
84
446
–
246
15
(629)
–
746
3 710 985
27
26
26
27
(468)
114
–
(5)
55
(3)
49
5
(615)
–
–
25
–
(354)
101
–
(610)
1 404
(7)
26
(21)
55
(468)
114
(3)
49
5
(615)
(863)
25
(2)
–
25
(28)
80
(496)
114
4
49
5
(739)
(983)
25
(2)
(37)
7
–
–
(124)
(120)
(37)
interests
26, 27
(3)
42
(16)
(806)
(783)
(924)
(1 707)
Other changes in
non-controlling interests
Convertible bond—equity
component
Convertible bond—conversion
to equity
154
38
–
(29)
(29)
154
154
Total other equity movements
At December 31, 2013
–
3 712 427 246
169
615
26
(603)
42
434
(16)
80
(21)
(806)
3 115 2 581
(606)
6 468
(990) (1 596)
192 6 660
128
NOKIA IN 2014
EURm
At December 31, 2013
Remeasurements of defined
benefit plans, net of tax
Translation differences
Net investment hedge losses,
net of tax
Cash flow hedges, net of tax
Available-for-sale investments,
net of tax
Other increase, net
Profit for the year
Total comprehensive
income/(loss) for the year
Share-based payment
Excess tax benefit on
share-based payment
Settlement of performance
and restricted shares
Acquisition of treasury shares
Stock options exercise
Dividends
Disposal of subsidiaries
Acquisition of non-controlling
interests
Convertible bond—equity
component
Other movements
Total other equity movements
At December 31, 2014
Number
of shares
(000s)
Share
capital
Share
issue
premium
Treasury
shares
Translation
differences
Notes
Reserve for
invested
non-
restricted
equity
Fair value
and other
reserves
Retained
earnings
Equity
holders of
the parent
Non-
controlling
interests
Total
3 712 427 246
615
(603)
434
80
3 115 2 581
6 468
192 6 660
27
26
26
27
–
–
4
10
(25)
2 570
(66 904)
50
24
(142)
(46)
813
(148)
(30)
103
10
39
3 462
–
665
(59)
– 3 455
47
(427)
(32)
(1 374)
(188)
813
(148)
(30)
103
49
3 462
4 061
4
10
(10)
(427)
–
(1 374)
–
7
(188)
820
(148)
(30)
103
49
14 3 476
21 4 082
4
10
(10)
(427)
–
(1 383)
(109)
(9)
(109)
3 648 143
–
246
(114)
(51)
(176)
439
(5)
(385)
(988)
–
–
1 099
1
1
22
55
(32) (1 326)
3 083 4 710
(114)
–
(1 918)
8 611
1
(114)
1
(155) (2 073)
58 8 669
(7)
(7)
(38)
(45)
Dividend declared per share is EUR 0.14 for 2014, subject to shareholders’ approval (EUR 0.11 for 2013). Special dividend per share of EUR 0.26 was paid for 2013.
No dividends were declared for 2012.
The notes are an integral part of these consolidated financial statements.
NOKIA IN 2014
129
Financial statements
Notes to consolidated financial statements
1. Accounting principles
Corporate information
Nokia Oyj, a public limited liability company incorporated and domiciled
in Helsinki, Finland, is the parent company for all its subsidiaries
(“Nokia” or “the Group”). The Group’s operational headquarters are
located in Espoo, Finland. The Group is listed on the Nasdaq Helsinki
stock exchange and the New York stock exchange.
The Group is a leading global provider of network infrastructure and
related services, with a focus on mobile broadband, location and
mapping services as well as advanced technology development
and licensing.
On March 19, 2015 the Board of Directors authorized the financial
statements for 2014 for issuance and filing.
Basis of presentation
The consolidated financial statements of the Group are prepared in
accordance with International Financial Reporting Standards as issued
by the International Accounting Standards Board (“IASB”) and in
conformity with IFRS as adopted by the European Union (“IFRS”).
The consolidated financial statements are presented in millions of
euros (“EURm”), except as otherwise noted, and are prepared under
the historical cost convention, except as disclosed in the accounting
policies below. The notes to the consolidated financial statements
also conform to the Finnish accounting legislation.
In 2014, substantially all of the Devices & Services business was sold
to Microsoft. This is referred to as the “Sale of the D&S Business”.
Refer to Note 3, Disposals treated as discontinued operations.
In 2014, certain items in the consolidated income statement and the
consolidated statement of financial position have been reclassified
to conform with current year presentation.
Other information
This paragraph is included in connection with statutory reporting
requirements in Germany. The fully consolidated German subsidiary,
Nokia Solutions and Networks GmbH & Co. KG, registered in the
commercial register of Munich under HRA 88537, has made use
of the exemption available under § 264b of the German Commercial
Code (“HGB”).
Adoption of pronouncements under IFRS
In the current year, the Group has adopted the following new and
revised standards, amendments and interpretations to existing
standards issued by the IASB that are relevant to its operations
and effective for accounting periods commencing on or after
January 1, 2014.
Amendment to IAS 32 Offsetting Financial Assets and Financial
Liabilities clarified the meaning of “currently has a legally enforceable
right to set-off”.
Recoverable Amount Disclosures for Non-Financial Assets
(Amendments to IAS 36) added guidance to IAS 36 Impairment of
Assets on disclosure of recoverable amounts and discount rates.
Novation of Derivatives and Continuation of Hedge Accounting
(Amendments to IAS 39) made it clear that IAS 39 Financial
Instruments: Recognition and Measurement does not require
discontinuing hedge accounting if a hedging derivative is novated,
provided certain criteria are met.
Defined Benefit Plans: Employee Contributions (Amendments to
IAS 19) clarified IAS 19 Employee Benefits requirements that relate
to how contributions from employees or third parties that are linked
to service should be attributed to periods of service.
IFRIC 21 Levies, an interpretation of IAS 37 Provisions, Contingent
Liabilities and Contingent Assets, clarified that the obligating event
giving rise to a liability to pay a levy to a government agency is the
activity that triggers the payment.
In addition, a number of other amendments that form part of the
IASB’s annual improvement project were adopted by the Group. The
adoption of the above amendments and interpretations did not have
a material impact on the Group’s consolidated financial statements.
Additional disclosures have been provided in the notes to the financial
statements where applicable.
Significant accounting principles
Principles of consolidation
The consolidated financial statements comprise the financial
statements of Nokia Oyj as the parent company (“Parent Company”),
and each of those companies over which the Group exercises control.
Control over an entity exists when the Group is exposed, or has rights,
to variable returns from its involvement with the entity and has the
ability to affect those returns through its power over the entity.
When the Group has less than a majority of voting or similar rights
of an entity, the Group considers all relevant facts and circumstances
in assessing whether it has power over an entity, including the
contractual arrangements and the Group’s voting rights and potential
voting rights. The Group reassesses whether or not it controls an
entity if facts and circumstances indicate that there are changes
to one or more of the three elements of control.
All inter-company transactions are eliminated as part of the
consolidation process. Non-controlling interests are presented
separately as a component of net profit and are shown as a
component of shareholders’ equity in the consolidated statement
of financial position.
Acquired entities or businesses have been consolidated from the date
on which control over the net assets and operations was transferred
to the Group. Similarly, the results of Group entities or businesses
disposed of are included in the consolidated financial statements
only up to the date of disposal.
Business combinations
The acquisition method of accounting is used to account for
acquisitions of separate entities or businesses. The consideration
transferred in a business combination is measured as the aggregate
of the fair values of the assets transferred, liabilities incurred towards
the former owners of the acquired entity or business and equity
instruments issued. Acquisition-related costs are recognized as
expenses in the consolidated income statement in the period in
which the costs are incurred and the related services are received.
Identifiable assets acquired and liabilities assumed are measured
separately at the acquisition date fair values.
Non-controlling interests in the acquired business are measured
separately at fair value or at the non-controlling interests’
proportionate share of the identifiable net assets of the acquired
business. The excess of the cost of the aggregate consideration
transferred over the acquisition date fair values of the identifiable
net assets acquired is recorded as goodwill.
130
NOKIA IN 2014
Investment in associates
An associate is an entity over which the Group exercises significant
influence. Significant influence is the power to participate in the
financial and operating policy decisions of the entity, but is not control
or joint control over those policies. The Group’s share of profits and
losses of associates is included in the consolidated income statement
in accordance with the equity method of accounting. Under the equity
method, the investment in an associate is initially recognized at cost.
The carrying amount of the investment is adjusted to recognize
changes in the Group’s share of net assets of the associate since the
acquisition date. After the carrying amount of the Group’s interest is
reduced to nil, in case of a loss-making investment, losses continue
to be recognized when it is considered that a constructive
obligation exists.
Disposal of separate entities or businesses
If upon disposal the Group loses control of a separate entity or
business, it records a gain or loss on disposal at the date when control
is lost. The gain or loss on disposal is calculated as the difference
between the fair value of the consideration received and the carrying
amounts of derecognized assets and liabilities of the disposed entity
or business attributable to the equity holders of the parent and
non-controlling interest, adjusted by amounts recognized in other
comprehensive income in relation to that entity or business.
Discontinued operations and assets held for disposal
Discontinued operations are reported when a component of the
Group, comprising operations and cash flows that can be clearly
distinguished both operationally and for financial reporting purposes
from the rest of the Group, is classified as held for disposal or has
been disposed of, or the component represents a major line of
business or geographical area of operations, and is a part of a single
coordinated plan to dispose of a separate major line of business or
geographical area of operations. Profit or loss from discontinued
operations is reported separately from income and expenses from
Continuing operations in the consolidated income statement, with
prior periods presented on a comparative basis. Cash flows for
Discontinued operations are presented separately in the notes to the
consolidated financial statements. Inter-group revenues and expenses
between Continuing and Discontinued operations are eliminated,
except for those revenues and expenses that are considered to
continue after the disposal of the discontinued operation.
Non-current assets or disposal groups are classified as assets held
for sale if their carrying amounts will be recovered principally through
a sale transaction rather than through continuing use. For this to be
the case, the asset or disposal group must be available for immediate
sale in its present condition subject only to terms that are usual and
customary for sales of such assets or disposal groups, and the sale
must be highly probable. These assets, or in the case of disposal
groups, assets and liabilities, are presented separately in the
consolidated statement of financial position and measured at the
lower of the carrying amount and fair value less costs of disposal.
Non-current assets classified as held for sale, or included in a disposal
group classified as held for sale, are not depreciated.
Revenue recognition
Revenue is recognized when the following criteria for the transaction
have been met: significant risks and rewards of ownership have
transferred to the buyer; continuing managerial involvement and
effective control usually associated with ownership have ceased; the
amount of revenue can be measured reliably; it is probable that the
economic benefits associated with the transaction will flow to the
Group; and the costs incurred or to be incurred in respect of the
transaction can be measured reliably. Revenue is measured at the
fair value of the consideration received or receivable net of discounts
and excluding taxes and duties.
Recurring service revenue which includes managed services and
maintenance services is generally recognized on a straight-line basis
over the agreed period, unless there is evidence that some other
method better represents the rendering of services.
The Group enters into contracts consisting of any combination of
hardware, services and software. Within these multiple element
arrangements, separate components are identified and accounted for
based on the nature of those components, considering the economic
substance of the entire arrangement. Revenue is allocated to each
separately identifiable component based on the relative fair value of
each component. The fair value of each component is determined by
taking into consideration factors such as the price of the component
when sold separately and the component cost plus a reasonable
margin when price references are not available. The revenue allocated
to each component is recognized when the revenue recognition
criteria for that component have been met.
For the discontinued Devices and Services business, the fair value of
components included in multiple element arrangements were first
assigned to software and services, and the residual amount was
allocated to hardware.
Revenue from contracts involving the construction of an asset
according to customer specifications is recognized using the
percentage of completion method. Stage of completion is measured
by reference to cost incurred to date as a percentage of estimated
total project costs for each contract.
Revenue on license fees is recognized in accordance with the
substance of the relevant agreements. Where, subsequent to the
initial licensing transaction, the Group has no remaining obligations to
perform and licensing fees are non-refundable, revenue is recognized
after the customer has been provided access to the underlying asset.
Where the Group retains obligations related to the licensed asset after
the initial licensing transaction, revenue is typically recognized over a
period of time during which remaining performance obligations are
satisfied. In some multiple element licensing transactions, the Group
applies the residual method in the absence of reference information.
Research and development
Research and development costs are expensed as incurred.
Employee benefits
Pensions
The Group companies have various pension plans in accordance
with the local conditions and practices in the countries in which
they operate. The plans are generally funded through payments
to insurance companies or contributions to trustee-administered
funds as determined by periodic actuarial calculations.
In a defined contribution plan, the Group’s legal or constructive
obligation is limited to the amount that it agrees to contribute to
the fund. The Group’s contributions to defined contribution plans,
multi-employer and insured plans are recognized in the consolidated
income statement in the period to which the contributions relate.
If a pension plan is funded through an insurance contract where the
Group does not retain any legal or constructive obligations, the plan
is treated as a defined contribution plan. All arrangements that do
not fulfill these conditions are considered defined benefit plans.
NOKIA IN 2014
131
Financial statements Notes to consolidated financial statements continued
For defined benefit plans, pension costs are assessed using the
projected unit credit method: the pension cost is recognized in the
consolidated income statement so as to spread the current service
cost over the service lives of employees. The pension obligation is
measured as the present value of the estimated future cash outflows
using interest rates on high-quality corporate bonds or government
bonds with appropriate maturities. Actuarial gains and losses arising
from experience adjustments and changes in actuarial assumptions
are charged or credited to equity in other comprehensive income in
the period in which they arise. Past service costs and settlement gains
and losses are recognized immediately in the consolidated income
statement as part of service cost, when the plan amendment,
curtailment or settlement occurs. Curtailment gains and losses are
accounted for as past service costs.
The liability or asset recognized in the consolidated statement of
financial position is the pension obligation at the closing date less the
fair value of plan assets including effects relating to any asset ceiling.
Remeasurements, comprising actuarial gains and losses, the effect
of the asset ceiling and the return on plan assets, excluding amounts
recognized in net interest, are recognized immediately in the
consolidated statement of financial position with a corresponding
debit or credit to retained earnings through the consolidated
statement of comprehensive income in the period in which they occur.
Remeasurements are not reclassified to the consolidated income
statement in subsequent periods.
Actuarial valuations for the Group’s defined benefit pension plans are
performed annually or when a material curtailment or settlement of
a defined benefit plan occurs.
Termination benefits
Termination benefits are payable when employment is terminated
before the normal retirement date, or whenever an employee accepts
voluntary redundancy in exchange for these benefits. The Group
recognizes termination benefits when it is demonstrably committed
to either terminating the employment of current employees according
to a detailed formal plan without possibility of withdrawal, or providing
termination benefits as a result of an offer made to encourage
voluntary redundancy. Local laws may provide employees with the
right to benefits from the employer upon termination whether the
termination is voluntary or involuntary. For these specific termination
benefits, the portion of the benefit that the company would be
required to pay to the employee in the case of voluntary termination
is treated as a constructive obligation determined by local law and
accounted for as a defined benefit arrangement as described in the
pensions section above.
Share-based payment
The Group offers three types of global equity-settled share-based
compensation plans for employees: stock options, performance
shares and restricted shares.
Employee services received and the corresponding increase in equity
are measured by reference to the fair value of the equity instruments
at the grant date, excluding the impact of any non-market vesting
conditions. Non-market vesting conditions attached to the
performance shares are included in assumptions about the number
of shares that the employee will ultimately receive. The Group reviews
the assumptions made on a regular basis and, where necessary,
revises its estimates of the number of performance shares that are
expected to be settled. Share-based compensation is recognized as
an expense in the consolidated income statement over the relevant
service periods.
The Group has issued certain stock options which are accounted for as
cash-settled. The related employee services received and the liabilities
incurred are measured at the fair value of the liability. The fair value of
stock options is estimated based on the reporting date market value
less the exercise price of the stock options. The fair value of the liability
is remeasured at each statement of financial position date and at the
date of settlement, with changes in fair value recognized in the
consolidated income statement over the relevant service periods.
Income taxes
The income tax expense comprises current tax and deferred tax.
Current taxes are based on the results of the Group companies and
are calculated according to local tax rules. Tax is recognized in the
consolidated income statement except to the extent that it relates to
items recognized in other comprehensive income or directly in equity,
then the related tax is recognized in other comprehensive income or
equity, respectively.
The Group periodically evaluates positions taken in tax returns with
respect to situations in which applicable tax regulation is subject to
interpretation. It adjusts the amounts recorded, where appropriate,
on the basis of amounts expected to be paid to the tax authorities.
The amount of current income tax liabilities for uncertain income tax
positions is recognized when it is more likely than not that certain
tax positions will be challenged and may not be fully sustained upon
review by tax authorities. The amounts recorded are based upon the
estimated future settlement amount at each consolidated statement
of financial position date.
Deferred tax assets and liabilities are determined using the liability
method for all temporary differences arising between the tax bases
of assets and liabilities and their carrying amounts in the consolidated
financial statements. Deferred tax assets are recognized to the extent
that it is probable that future taxable profit will be available against
which the unused tax losses, unused tax credits or deductible
temporary differences can be utilized. Deferred tax assets are
assessed for realizability at each statement of financial position date.
When circumstances indicate it is no longer probable that deferred tax
assets will be utilized, adjustments are made as necessary. Deferred
tax liabilities are recognized for temporary differences that arise
between the fair value and the tax base of identifiable net assets
acquired in business combinations. Deferred tax assets and deferred
tax liabilities are offset for presentation purposes when there is a
legally enforceable right to set off current tax assets against current
tax liabilities, and the deferred tax assets and deferred tax liabilities
relate to income taxes levied by the same taxation authority on either
the same taxable entity or different taxable entities which intend
either to settle current tax liabilities and assets on a net basis, or to
realize the assets and settle the liabilities simultaneously in each
future period in which significant amounts of deferred tax liabilities
or deferred tax assets are expected to be settled or recovered.
Deferred tax liabilities are not recognized if they arise from the initial
recognition of goodwill. Deferred income tax liabilities are provided
on taxable temporary differences arising from investments in
subsidiaries, associates and joint arrangements, except for deferred
income tax liability where the timing of the reversal of the temporary
difference is controlled by the Group, and it is probable that the
temporary difference will not reverse in the foreseeable future.
The enacted or substantively enacted tax rates at each consolidated
statement of financial position date that are expected to apply in the
period when the asset is realized or the liability is settled are used in
the measurement of deferred tax assets and deferred tax liabilities.
132
NOKIA IN 2014
Foreign currency translation
Functional and presentation currency
The financial statements of all Group entities are measured using
functional currency, the currency of the primary economic
environment in which the entity operates. The consolidated financial
statements are presented in euro, the functional and presentation
currency of the parent.
For purposes of impairment testing, goodwill has been allocated
to the cash-generating units or groups of cash-generating units
(“CGUs”) expected to benefit from the synergies of the combination.
A cash-generating unit, as determined for the purposes of the Group’s
goodwill impairment testing, is the smallest group of assets, including
goodwill, generating cash inflows that are largely independent of the
cash inflows from other assets or groups of assets.
Transactions in foreign currencies
Transactions in foreign currencies are recorded at exchange rates
prevailing at the dates of the individual transactions. For practical
reasons, a rate that approximates the actual rate at the date of the
transaction is often used. At the end of the accounting period, the
unsettled balances on foreign currency monetary assets and liabilities
are valued at the exchange rates prevailing at the end of the
accounting period. Foreign exchange gains and losses arising from
statement of financial position items and fair value changes of related
hedging instruments are recognized in financial income and expenses.
Unrealized foreign exchange gains and losses related to non-current
available-for-sale investments, such as equity investments, are
recognized in other comprehensive income.
Foreign Group companies
All income and expenses of foreign Group companies where the
functional currency is not euro are translated into euro at the average
foreign exchange rates for the accounting period. All assets and
liabilities of foreign Group companies are translated into euro at
foreign exchange rates prevailing at the end of the accounting period.
Differences resulting from the translation of income and expenses at
the average rate and assets and liabilities at the closing rate are
recognized as translation differences in other comprehensive income.
On the disposal of all or part of a foreign Group company through
sale, liquidation, repayment of share capital or abandonment, the
cumulative amount or proportionate share of translation differences
is recognized as income or expense when the gain or loss on disposal
is recognized.
Foreign Group companies in hyperinflationary economies
The financial statements of foreign Group companies where the
functional currency is the currency of a hyperinflationary economy
are adjusted to reflect changes in general purchasing power.
Non-monetary items in the statement of financial position and all
items in the income statement are restated to the current purchasing
power by applying the general price index and translated into euro
using the measuring unit current at the end of the accounting period.
Inflationary gains and losses on the net monetary position are
recognized as gains and losses in the consolidated income statement.
Comparatives presented as current year amounts in the prior year
financial statements in a stable currency are not restated.
Assessment of the recoverability of long-lived assets, intangible
assets and goodwill
The Group assesses the carrying value of goodwill annually or more
frequently if events or changes in circumstances indicate that such
carrying value may not be recoverable. The carrying value of
identifiable intangible assets and long-lived assets is assessed if
events or changes in circumstances indicate that such carrying value
may not be recoverable. Factors that trigger an impairment review
include, but are not limited to, underperformance relative to historical
or projected future results, significant changes in the manner of the
use of the acquired assets or the strategy for the overall business,
and significant negative industry or economic trends.
The Group conducts its impairment testing by determining the
recoverable amount for the asset or cash-generating unit. The
recoverable amount of an asset or a cash-generating unit is the
higher of its fair value less costs of disposal and its value-in-use.
The recoverable amount is compared with the asset or
cash-generating unit’s carrying value. The carrying value of a
cash-generating unit’s net assets is determined by allocating relevant
net assets to cash-generating units on a reasonable and consistent
basis. An impairment loss is recognized immediately in the
consolidated income statement if the recoverable amount for an
asset or a cash-generating unit is less than its carrying value.
Other intangible assets
Acquired patents, trademarks, licenses, software licenses for internal
use, customer relationships and developed technology are capitalized
and amortized using the straight-line method over their useful lives,
generally three to seven years. When an indication of impairment
exists, the carrying amount of the related intangible asset is assessed
for recoverability. Any resulting impairment losses are recognized
immediately in the consolidated income statement.
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated
depreciation. Depreciation is recorded on a straight-line basis over the
expected useful lives of the assets as follows:
Buildings and constructions
Buildings and constructions
Light buildings and constructions
Machinery and equipment
Production machinery, measuring
and test equipment
Other machinery and equipment
20—33 years
3—20 years
1—5 years
3—10 years
Land and water areas are not depreciated. Assets held for sale are not
depreciated as they are carried at the lower of carrying value and fair
value less costs to sell.
Maintenance, repairs and renewals are generally expensed in the
period in which they are incurred. However, major renovations are
capitalized and included in the carrying amount of the asset when it
is probable that future economic benefits in excess of the originally
assessed standard of performance of the existing asset will flow to the
Group. Major renovations are depreciated over the remaining useful
life of the related asset. Leasehold improvements are depreciated
over the shorter of the lease term and the useful life. Gains and losses
on the disposal of property, plant and equipment are included in
operating profit or loss.
Leases
The Group has entered into various operating lease contracts. The
related payments are treated as rental expenses and recognized in the
consolidated income statement on a straight-line basis over the lease
terms unless another systematic approach is more representative of
the pattern of the Group’s benefit.
NOKIA IN 2014
133
Financial statements Notes to consolidated financial statements continued
Inventories
Inventories are stated at the lower of cost and net realizable value.
Cost is determined using standard cost, which approximates actual
cost on a first-in first-out (“FIFO”) basis. Net realizable value is the
amount that can be realized from the sale of the inventory in the
normal course of business after allowing for the costs of realization.
In addition to the cost of materials and direct labor, an appropriate
proportion of production overhead is included in the inventory values.
An allowance is recorded for excess inventory and obsolescence based
on the lower of cost and net realizable value.
Fair value measurement
A number of financial instruments are measured at fair value at
each consolidated statement of financial position date after initial
recognition. Fair value is the price that would be received to sell an
asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. The fair value of an
asset or a liability is measured using the assumptions that market
participants would use when pricing the asset or liability, assuming
that market participants act in their economic best interest by using
quoted market rates, discounted cash flow analyses and other
appropriate valuation models. The Group uses valuation techniques
that are appropriate in the circumstances and for which sufficient
data is available to measure fair value, maximizing the use of relevant
observable inputs and minimizing the use of unobservable inputs.
All assets and liabilities for which fair values are being measured or
disclosed in the consolidated financial statements are categorized
within the fair value hierarchy, described as follows, based on the
lowest level input that is significant to the fair value measurement
as a whole:
Level 1—Quoted (unadjusted) market prices in active markets for
identical assets or liabilities
Level 2—Valuation techniques for which significant inputs other
than quoted prices are directly or indirectly observable
Level 3—Valuation techniques for which significant inputs
are unobservable.
The Group categorizes assets and liabilities that are measured at fair
value on a recurring basis into an appropriate level of the fair value
hierarchy at the end of each reporting period.
Financial assets
The Group has classified its financial assets in the following categories:
available-for-sale investments, derivative and other current financial
assets, loans receivable, accounts receivable, financial assets at fair
value through profit or loss, and bank and cash. Derivatives are
described in the section on derivative financial instruments.
Available-for-sale investments
The Group invests a portion of the cash needed to cover the projected
cash needs of its ongoing business operations in highly liquid,
interest-bearing investments and certain equity instruments.
The following investments are classified as available-for-sale based
on the purpose of the investment and the Group’s ongoing intentions:
(1) highly liquid, fixed income and money-market investments that
are readily convertible to known amounts of cash with maturities at
acquisition of three months or less, included in available-for-sale
investments, cash equivalents in the consolidated statement of
financial position. Due to the high credit quality and short-term nature
of these investments, there is an insignificant risk of change in value.
(2) Similar investments as in the first category but with maturities at
acquisition of longer than three months, classified in the consolidated
statement of financial position as current available-for-sale
investments, liquid assets. (3) Investments in technology-related
publicly quoted equity shares or unlisted private equity shares and
unlisted funds, classified in the consolidated statement of financial
position as non-current available-for-sale investments.
Current fixed income and money-market investments are fair valued
by using quoted market rates, discounted cash flow analyses and other
appropriate valuation models at the statement of financial position
date. Investments in publicly quoted equity shares are measured at
fair value using exchange quoted bid prices. Other available-for-sale
investments carried at fair value include holdings in unlisted shares.
Fair value is estimated using a number of methods, including, but
not limited to: the current market value of similar instruments; prices
established from a recent arm’s length financing transaction of
target companies; and analysis of market prospects and operating
performance of target companies, taking into consideration public
market comparable companies in similar industry sectors. The Group
uses judgment in selecting the appropriate valuation methodology as
well as underlying assumptions based on existing market practice and
conditions. Changes in these assumptions may cause the Group to
recognize impairments or losses in future periods.
The remaining available-for-sale investments are carried at cost less
impairment. These are technology-related investments in private
equity shares and unlisted funds for which fair value cannot be
measured reliably due to non-existent public markets or reliable
valuation methods.
All purchases and sales of investments are recorded on the trade date,
that is, when the Group commits to purchase or sell the asset.
Changes in the fair value of available-for-sale investments are
recognized in fair value and other reserves as part of other
comprehensive income, with the exception of interest calculated using
the effective interest method and foreign exchange gains and losses
on current available-for-sale investments recognized directly in the
consolidated income statement. Dividends on available-for-sale equity
instruments are recognized in the consolidated income statement
when the Group’s right to receive payment is established. When the
investment is disposed of, the related accumulated fair value changes
are released from other comprehensive income and recognized in the
consolidated income statement. The weighted average method is used
to determine the cost basis of publicly listed equities being disposed
of. The FIFO method is used to determine the cost basis of fixed
income securities being disposed of. An impairment charge is recorded
if the carrying amount of an available-for-sale investment is greater
than the estimated fair value and there is objective evidence that the
asset is impaired including, but not limited to, counterparty default
and other factors causing a reduction in value that can be considered
other than temporary. The cumulative net loss relating to the
investment is removed from equity and recognized in the consolidated
income statement for the period. If, in a subsequent period, the fair
value of the investment in a non-equity instrument increases and the
increase can be objectively related to an event occurring after the loss
was recognized, the loss is reversed and the reversal is recognized in
the consolidated income statement.
Investments at fair value through profit and loss, liquid assets
Certain highly liquid financial assets are designated at inception
as investments at fair value through profit and loss, liquid assets.
These investments must meet one of the following two criteria:
the designation eliminates or significantly reduces an inconsistent
treatment that would otherwise arise from measuring the assets
or recognizing gains or losses on a different basis; or the assets are
part of a group of financial assets, which are managed and their
performance evaluated on a fair value basis in accordance with
a documented risk management or investment strategy. These
investments are initially recognized and subsequently remeasured
at fair value. Fair value adjustments and realized gains and losses
are recognized in the consolidated income statement.
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Loans receivable
Loans receivable include loans to customers and suppliers and are
measured initially at fair value and subsequently at amortized cost
less impairment using the effective interest method. Loans are subject
to regular review as to their collectability and available collateral.
An allowance is made if a loan is deemed not to be fully recoverable.
The related cost is recognized in other expenses or financial expenses,
depending on the nature of the receivable to reflect the shortfall
between the carrying amount and the present value of the expected
future cash flows. Interest income on loans receivable is recognized
in other income or financial income by applying the effective
interest rate.
Derivative financial instruments
All derivatives are recognized initially at fair value on the date a
derivative contract is entered into and subsequently remeasured at
fair value. The method of recognizing the resulting gain or loss varies
according to whether the derivatives are designated and qualify under
hedge accounting. Generally, the cash flows of a hedge are classified
as cash flows from operating activities in the consolidated statement
of cash flows as the underlying hedged items relate to the Group’s
operating activities. When a derivative contract is accounted for as
a hedge of an identifiable position relating to financing or investing
activities, the cash flows of the contract are classified in the same
way as the cash flows of the position being hedged.
Bank and cash
Cash consists of cash at bank and in hand.
Accounts receivable
Accounts receivable include both amounts invoiced to customers and
amounts where the Group’s revenue recognition criteria have been
fulfilled but the customers have not yet been invoiced. Accounts
receivable are carried at the original amount invoiced to customers
less allowances for doubtful accounts. Allowances for doubtful
accounts are based on a periodic review of all outstanding amounts,
including an analysis of historical bad debt, customer concentrations,
customer creditworthiness, past due amounts, current economic
trends and changes in customer payment terms. Impairment charges
on receivables identified as uncollectible are included in other
operating expenses. The Group derecognizes an accounts receivable
balance only when the contractual rights to the cash flows from the
asset expire or it transfers the financial asset and substantially all the
risks and rewards of the asset to another entity.
Financial liabilities
The Group has classified its financial liabilities into the following
categories: derivative and other current financial liabilities, compound
financial instruments, loans payable, and accounts payable. Derivatives
are described in the section on derivative financial instruments.
Compound financial instruments
Compound financial instruments have both a financial liability and an
equity component from the issuers’ perspective. The components are
defined based on the terms of the financial instrument and presented
and measured separately according to their substance. The financial
liability component is initially recognized at fair value, the residual
being allocated to the equity component. The allocation remains the
same for the life of the compound financial instrument. The Group
has issued convertible bonds for which the financial liability
component is accounted for as a loan payable.
Loans payable
Loans payable are recognized initially at fair value net of transaction
costs. In subsequent periods, loans payable are presented at
amortized cost using the effective interest method. Transaction costs
and loan interest are recognized in the consolidated income statement
as financial expenses over the life of the instrument.
Accounts payable
Accounts payable are carried at invoiced amount which is considered
to be the fair value due to the short-term nature of the Group’s
accounts payable.
Derivatives not designated in hedge accounting relationships
carried at fair value through profit and loss
Forward foreign exchange contracts are valued at market forward
exchange rates. Changes in fair value are measured by comparing
these rates with the original contract forward rate. Currency options
are valued at each statement of financial position date by using the
Garman & Kohlhagen option valuation model. Changes in fair value
are recognized in the consolidated income statement.
Fair values of forward rate agreements, interest rate options, futures
contracts and exchange traded options are calculated based on
quoted market rates at each statement of financial position date.
Discounted cash flow analyses are used to value interest rate and
cross-currency interest rate swaps. Changes in fair value are
recognized in the consolidated income statement.
For derivatives not designated under hedge accounting but
hedging identifiable exposures such as anticipated foreign currency
denominated sales and purchases, the gains and losses are recognized
in other income or expenses. The gains and losses on all other
derivatives not designated under hedge accounting are recognized
in financial income and expenses.
Embedded derivatives, if any, are identified and monitored by the
Group and measured at fair value at each consolidated statement
of financial position date with changes in fair value recognized in the
consolidated income statement.
Hedge accounting
The Group applies hedge accounting on certain forward foreign
exchange contracts, certain options or option strategies, and certain
interest rate derivatives. Qualifying options and option strategies have
zero net premium or a net premium paid. For option structures, the
critical terms of the bought and sold options are the same and the
nominal amount of the sold option component is no greater than
that of the bought option.
Cash flow hedges: hedging of forecast foreign currency
denominated sales and purchases
The Group applies hedge accounting for ‘qualifying hedges’. Qualifying
hedges are those properly documented cash flow hedges of foreign
exchange rate risk of future forecast foreign currency denominated
sales and purchases that meet the requirements set out in IAS 39,
Financial Instruments: Recognition and Measurement. The hedged
item must be ‘highly probable’ and present an exposure to variations
in cash flows that could ultimately affect profit or loss. The hedge must
be highly effective, both prospectively and retrospectively.
NOKIA IN 2014
135
Financial statements Notes to consolidated financial statements continued
For qualifying foreign exchange forwards, the change in fair value that
reflects the change in spot exchange rates and, for qualifying foreign
exchange options or option strategies, the change in intrinsic value are
deferred in fair value and other reserves in the consolidated statement
of shareholders’ equity to the extent that the hedge is effective. The
ineffective portion is recognized immediately in the consolidated
income statement. Hedging costs, either expressed as the change in
fair value that reflects the change in forward exchange rates less the
change in spot exchange rates for forward foreign exchange contracts,
or as changes in the time value for options or options strategies,
are recognized in other income or expenses in the consolidated
income statement.
Accumulated changes in fair value from qualifying hedges are released
from fair value and other reserves into the consolidated income
statement as adjustments to sales and cost of sales when the hedged
cash flow affects the consolidated income statement. Forecast
foreign currency sales and purchases affect the consolidated income
statement at various dates up to approximately one year from the
consolidated statement of financial position date. If the forecasted
transaction is no longer expected to take place, all deferred gains
or losses are released immediately into the consolidated income
statement. If the hedged item ceases to be highly probable but
is still expected to take place, accumulated gains and losses remain in
fair value and other reserves until the hedged cash flow affects the
consolidated income statement.
Cash flow hedges: hedging of foreign currency risk of highly
probable business acquisitions and other transactions
From time to time, the Group hedges cash flow variability caused by
foreign currency risk inherent in highly probable business acquisitions
and other future transactions that result in the recognition of
non-financial assets. When those non-financial assets are recognized
in the consolidated statement of financial position, the gains and
losses previously deferred in fair value and other reserves are
transferred to the initial acquisition cost of the asset. The deferred
amounts are ultimately recognized in the consolidated income
statement as a result of goodwill assessments for business
acquisitions and through depreciation or amortization for other
assets. The application of hedge accounting is conditional on the
forecast transaction being highly probable and the hedge being highly
effective, prospectively and retrospectively.
Cash flow hedges: hedging of cash flow variability on variable rate
liabilities
The Group applies cash flow hedge accounting for hedging cash flow
variability on certain variable rate liabilities. The effective portion of
the gain or loss relating to interest rate swaps hedging variable rate
borrowings is deferred in fair value and other reserves. The gain or loss
related to the ineffective portion is recognized immediately in the
consolidated income statement. If hedging instruments are settled
before the maturity date of the related liability, hedge accounting is
discontinued and all cumulative gains and losses recycled gradually to
the consolidated income statement when the hedged variable interest
cash flows affect the consolidated income statement.
Fair value hedges
The Group applies fair value hedge accounting to reduce exposure to
fair value fluctuations of interest-bearing liabilities due to changes in
interest rates and foreign exchange rates. Changes in the fair value of
derivatives designated and qualifying as fair value hedges, together
with any changes in the fair value of hedged liabilities attributable to
the hedged risk, are recognized in financial income and expenses. If
the hedged item no longer meets the criteria for hedge accounting,
hedge accounting ceases and any fair value adjustments made to the
carrying amount of the hedged item while the hedge was effective are
recognized in financial income and expenses based on the effective
interest method.
Hedges of net investments in foreign operations
The Group applies hedge accounting for its foreign currency hedging
on net investments. Qualifying hedges are those properly
documented hedges of foreign exchange rate risk of foreign currency
denominated net investments that are effective both prospectively
and retrospectively.
The change in fair value that reflects the change in spot exchange
rates for qualifying foreign exchange forwards, and the change in
intrinsic value for qualifying foreign exchange options, are deferred
in translation differences in the consolidated statement of
shareholder’s equity. The change in fair value that reflects the change
in forward exchange rates less the change in spot exchange rates for
forwards, and changes in time value for options are recognized in
financial income and expenses. If a foreign currency denominated loan
is used as a hedge, all foreign exchange gains and losses arising from
the transaction are recognized in translation differences. The
ineffective portion is recognized immediately in the consolidated
income statement.
Accumulated changes in fair value from qualifying hedges are released
from translation differences on the disposal of all or part of a foreign
group company by sale, liquidation, repayment of share capital or
abandonment. The cumulative amount or proportionate share of
changes in the fair value of qualifying hedges deferred in translation
differences is recognized as income or expense when the gain or loss
on disposal is recognized.
Provisions
Provisions are recognized when the Group has a present legal or
constructive obligation as a result of past events, it is probable that an
outflow of resources will be required to settle the obligation and a
reliable estimate of the amount can be made. When the Group expects
a provision to be reimbursed, the reimbursement is recognized as an
asset only when the reimbursement is virtually certain. The Group
assesses the adequacy of its existing provisions and adjusts the
amounts as necessary based on actual experience and changes in
facts and circumstances at each statement of financial position date.
Restructuring provisions
The Group provides for the estimated cost to restructure when a
detailed formal plan of restructuring has been completed, approved by
management, and been announced. Restructuring costs consist
primarily of personnel restructuring charges. The other main
components are costs associated with the closure of manufacturing
sites and exiting real estate locations, and divestment-related charges.
Warranty provisions
The Group provides for the estimated liability to repair or replace
products under warranty at the time revenue is recognized. The
provision is an estimate based on historical experience of the level
of repairs and replacements.
Project loss provisions
The Group provides for onerous contracts based on the lower of the
expected cost of fulfilling the contract and the expected cost of
terminating the contract.
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Litigation and intellectual property rights (“IPR”) infringements
provisions
The Group provides for the estimated future settlements related to
litigation and asserted and unasserted past alleged IPR infringements
based on the probable outcome of potential claims.
Material liability provisions
The Group recognizes the estimated liability for non-cancellable
purchase commitments for inventory in excess of forecasted
requirements at each statement of financial position date.
Other provisions
The Group provides for other contractual obligations based on the
expected cost of executing any such contractual commitments.
Revenue recognition
The Group enters into transactions involving multiple components
consisting of any combination of hardware, services and software
where the Group identifies the separate components and estimates
their relative fair values, considering the economic substance of the
entire arrangement. The fair value of each component is determined
by taking into consideration factors such as the price of the
component when sold separately and the component cost plus
a reasonable margin when price references are not available.
The determination of the fair value and allocation thereof to each
separately identifiable component requires the use of estimates
and judgment which may have a significant impact on the timing and
amount of revenue recognized. Refer to Note 5, Revenue recognition.
Treasury shares
The Group recognizes its own equity instruments that are acquired
(“treasury shares”) as a reduction of equity at cost of acquisition.
When cancelled, the acquisition cost of treasury shares is recognized
in retained earnings.
Dividends
Dividends proposed by the Board of Directors are recognized in the
consolidated financial statements when they have been approved by
the shareholders at the Annual General Meeting.
Use of estimates and critical accounting judgments
The preparation of consolidated financial statements in accordance
with IFRS requires the application of management judgment in
selecting appropriate assumptions for calculating financial estimates.
Management bases its estimates on historical experience, expected
outcomes and various other assumptions that are believed to be
reasonable under the circumstances. These estimates form the basis
for the reported carrying values of assets and liabilities and recognized
revenues and expenses that may not be readily apparent from other
sources. Material estimates are revised if changes in circumstances
occur or as a result of new information or more experience. As
estimates inherently contain a varying degree of uncertainty, actual
outcomes may differ, resulting in additional charges or credits to the
consolidated income statement.
Management considers that the estimates, assumptions and
judgments about the following accounting policies represent the most
significant areas of estimation uncertainty and critical judgment that
may have an impact on the Group’s financial information.
Business combinations
The Group applies the acquisition method of accounting to account
for acquisitions of separate entities or businesses. The determination
of the fair value and allocation thereof to each separately identifiable
asset acquired and liability assumed requires estimation and
judgment. Estimation and judgment are required in determining the
fair value of the acquisition, including the discount rate, the terminal
growth rate, the number of years on which to base the cash flow
projections, and the assumptions and estimates used to determine
the cash inflows and outflows. The discount rate reflects current
assessments of the time value of money, relevant market risk
premiums, and industry comparisons. Risk premiums reflect risks and
uncertainties for which the future cash flow estimates have not been
adjusted. Terminal values are based on the expected life of products
and forecasted life cycle, and forecasted cash flows over that period.
The assumptions are based on information available at the date of
acquisition; actual results may differ materially from the forecast as
more information becomes available. Refer to Note 4, Acquisitions.
Pension benefit obligations and expenses
The determination of pension benefit obligations and expenses for
defined benefit pension plans is dependent on a number of estimates
and assumptions, including the discount rate, future mortality rate,
and annual rate of increase in future compensation levels. A portion of
plan assets is invested in debt and equity securities, which are subject
to market volatility. Changes in assumptions and actuarial estimates
may materially affect the pension benefit obligation and future
expense. Based on these estimates and assumptions, pension benefit
obligations amount to EUR 1 884 million (EUR 1 453 million in 2013
for Continuing operations) and the fair value of plan assets amounts
to EUR 1 387 million (EUR 1 261 million in 2013 for Continuing
operations). Refer to Note 8, Pensions.
Income taxes
The Group is subject to income taxes both in Finland and a number
of other jurisdictions. Judgment is required in determining current
tax expense, uncertain tax positions, deferred tax assets and deferred
tax liabilities; and the extent to which deferred tax assets can be
recognized. Estimates are based on forecasted future taxable
income and tax planning strategies. Based on these estimates and
assumptions, tax losses carry forward, temporary differences and
tax credits for which no deferred tax assets are recognized due to
uncertainty are EUR 2 386 million (EUR 10 693 million in 2013).
The utilization of deferred tax assets is dependent on future taxable
profit in excess of the profit arising from the reversal of existing
taxable temporary differences. The recognition of deferred tax assets
is based on the assessment of whether it is more likely than not that
sufficient taxable profit will be available in the future to utilize the
reversal of temporary differences and tax losses. Recognition of
deferred tax assets involves judgment regarding the future financial
performance of the particular legal entity or tax group that has
recognized the deferred tax asset.
Liabilities for uncertain tax positions are recorded based on estimates
and assumptions on the amount and likelihood of outflow of economic
resources and the timing of payment when it is more likely than not
that certain positions will be challenged and may not be fully sustained
upon review by local tax authorities. Currently, the Group has ongoing
tax investigations in multiple jurisdictions, including India. Due to
the inherently uncertain nature of tax investigations, the ultimate
outcome or actual cost of settlement may vary materially from
estimates. Refer to Note 13, Income tax, and Note 14, Deferred taxes.
NOKIA IN 2014
137
Financial statements Notes to consolidated financial statements continued
Carrying value of the HERE cash-generating unit
The recoverable amount of the HERE CGU is determined using the fair
value less costs of disposal method. Estimation and judgment are
required in determining the components of the recoverable amount
calculation, including the discount rate, the terminal growth rate,
estimated revenue growth rates, profit margins, costs of disposal and
the cost level of operational and capital investment. The discount rate
reflects current assessments of the time value of money, relevant
market risk premiums, and industry comparisons. Risk premiums
reflect risks and uncertainties for which the future cash flow estimates
have not been adjusted. Terminal values are based on the expected
life of products and forecasted life cycle, and forecasted cash flows
over that period. In 2014, the Group recorded an impairment loss of
EUR 1 209 million to reduce the carrying amount of the HERE CGU to
its recoverable amount. The remaining carrying amount of the HERE
goodwill is EUR 2 273 million. As the carrying amount of the HERE CGU
has been written down to its recoverable amount, any increase in the
discount rate, any decrease in the terminal growth rate, or any material
change in other valuation assumptions could result in further
impairment. Refer to Note 10, Impairment.
Allowances for doubtful accounts
Allowances for doubtful accounts are recognized for estimated losses
resulting from customers’ inability to meet payment obligations.
Estimation and judgment are required in determining the value of
allowances for doubtful accounts at each statement of financial
position date. Management specifically analyzes account receivables
and historical bad debt; customer concentrations; customer
creditworthiness; past due balances; current economic trends; and
changes in customer payment terms when determining allowances
for doubtful accounts. Additional allowances may be required in future
periods if financial positions of customers deteriorate, reducing their
ability to meet payment obligations. Based on these estimates and
assumptions, allowances for doubtful accounts are EUR 103 million
(EUR 124 million in 2013 for Continuing operations), representing 3%
of accounts receivable (4% in 2013). Refer to Note 22, Allowances for
doubtful accounts.
Allowances for excess and obsolete inventory
Allowances for excess and obsolete inventory are recognized for
excess amounts, obsolescence and declines in net realizable value
below cost. Estimation and judgment are required in determining the
value of the allowance for excess and obsolete inventory at each
statement of financial position date. Management specifically analyzes
estimates for future demand for products when determining
allowances for excess and obsolete inventory. Changes in these
estimates could result in revisions to the valuation of inventory in
future periods. Based on these estimates and assumptions,
allowances for excess and obsolete inventory are EUR 204 million
(EUR 178 million in 2013 for Continuing operations), representing
14% of inventory (18% in 2013). Refer to Note 21, Inventories.
Fair value of derivatives and other financial instruments
The fair value of derivatives and other financial instruments that
are not traded in an active market such as unlisted equities are
determined using valuation techniques. Estimation and judgment
are required in selecting an appropriate valuation technique and in
determining the underlying assumptions. Where quoted market
prices are not available for unlisted shares, the fair value is based on
a number of factors including, but not limited to, the current market
value of similar instruments; prices established from recent arm’s
length transactions; and/or analysis of market prospects and
operating performance of target companies with reference to public
market comparable companies in similar industry sectors. Changes in
these estimates could result in impairments or losses in future
periods. Based on these estimates and assumptions, the fair value of
derivatives and other financial instruments that are not traded in an
active market, using non-observable data (level 3 of the fair value
hierarchy), is EUR 556 million (EUR 429 million in 2013 for Continuing
operations), representing 9% of total financial assets measured at fair
value on a recurring basis (7% in 2013). Refer to Note 19, Fair value
of financial instruments.
Provisions
Provisions are recognized when the Group has a present legal or
constructive obligation as a result of past events, it is probable that
an outflow of resources will be required to settle the obligation, and
a reliable estimate of the amount can be made. At times, judgment is
required in determining whether the Group has a present obligation;
estimation is required in determining the value of the obligation.
Whilst provisions are based on the best estimate of unavoidable costs,
management may be required to make a number of assumptions
surrounding the amount and likelihood of outflow of economic
resources, and the timing of payment. Changes in estimates of
timing or amounts of costs to be incurred may become necessary
as time passes and/or more accurate information becomes available.
Based on these estimates and assumptions, provisions amount to
EUR 873 million (EUR 922 million in 2013 for Continuing operations).
Refer to Note 28, Provisions.
Legal contingencies
Legal proceedings covering a wide range of matters are pending or
threatened in various jurisdictions. Provisions are recognized for
pending litigation when it is apparent that an unfavorable outcome is
probable and a best estimate of unavoidable costs can be reasonably
estimated. Due to the inherently uncertain nature of litigation, the
ultimate outcome or actual cost of settlement may vary materially
from estimates. Refer to Note 28, Provisions.
New accounting pronouncements under IFRS
The Group will adopt the following new and revised standards,
amendments and interpretations to existing standards issued by
the IASB that are expected to be relevant to its operations and
financial position:
IFRS 9, Financial Instruments, was issued in July 2014 and replaces IAS
39, Financial Instruments: Recognition and Measurement. The Group
will adopt the standard at the latest on the effective date of January 1,
2018. The adoption of the new standard will impact the classification
and measurement of the Group’s financial assets and introduces a new
hedge accounting model. The Group is currently assessing the impact
of IFRS 9.
IFRS 15, Revenue from Contracts with Customers, was issued in May
2014 and establishes a new five-step model that will apply to revenue
arising from contracts with customers. Under IFRS 15, revenue is
recognized to reflect the transfer of promised goods and services to
customers for amounts that reflect the consideration to which an
entity expects to be entitled in exchange for those goods or services
to a customer. The adoption of the new standard is likely to have an
impact on the way revenue is being recognized. Though permitted,
the Group is not expecting to early adopt the standard. The full impact
of IFRS 15 is currently being assessed.
The amendments and improvements described below will be
adopted on January 1, 2015 and they are not expected to have
a material impact on the financial condition and the results of
operations of the Group.
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Amendments to IAS 19, Defined Benefit Plans: Employee
Contributions, require an entity to consider contributions from
employees or third parties when accounting for defined benefit
plans. Where the contributions are linked to service, they should
be attributed to periods of service as a negative benefit. These
amendments clarify that if the amount of the contributions is
independent of the number of years of service, an entity is permitted
to recognize such contributions as a reduction in the service cost in
the period in which the service is rendered, instead of allocating the
contributions to the periods of service.
Improvement to IFRS 2, Share-based Payment, clarifies various issues
relating to the definitions of performance and service conditions
which are vesting conditions, including: a performance condition must
contain a service condition, a performance target must be met while
the counterparty is rendering service, a performance target may relate
to the operations or activities of an entity, or to those of another
entity in the same group, a performance condition may be a market
or non-market condition, and if the counterparty, regardless of the
reason, ceases to provide service during the vesting period, the
service condition is not satisfied.
Amendment to IFRS 3, Business Combinations, clarifies that all
contingent consideration arrangements classified as liabilities (or
assets) arising from a business combination should be subsequently
measured at fair value through profit or loss whether or not they fall
within the scope of IFRS 9 (or IAS 39, as applicable).
Amendment to IFRS 8, Operating Segments, clarifies that an entity
must disclose the judgments made by management in applying the
aggregation criteria in paragraph 12 of IFRS 8 used to assess whether
the segments are ‘similar’, and that the reconciliation of segment
assets to total assets is only required to be disclosed if the
reconciliation is reported to the chief operating decision maker,
similar to the required disclosure for segment liabilities.
Amendment to IAS 24, Related Party Disclosures, clarifies that a
management entity (an entity that provides key management
personnel services) is a related party subject to the related party
disclosures. In addition, an entity that uses a management entity is
required to disclose the expenses incurred for management services.
Amendment to IFRS 13, Fair Value Measurement, clarifies that the
portfolio exception in IFRS 13 can be applied not only to financial
assets and financial liabilities, but also to other contracts within the
scope of IFRS 9 (or IAS 39, as applicable).
Amendments to IAS 16 and IAS 38: Clarification of Acceptable Methods
of Depreciation and Amortization, clarify the principle in IAS 16 and
IAS 38 that revenue reflects a pattern of economic benefits that are
generated from operating a business (of which the asset is part)
rather than the economic benefits that are consumed through use
of the asset. As a result, a revenue-based method cannot be used
to depreciate property, plant and equipment and may only be used
in very limited circumstances to amortize intangible assets. The
amendments are effective prospectively for annual periods beginning
on or after January 1, 2016.
NOKIA IN 2014
139
Financial statements Notes to consolidated financial statements continued
2. Segment information
The Group has four operating and reportable segments for financial reporting purposes: Mobile Broadband and Global Services within Nokia
Networks, HERE and Nokia Technologies. The Devices & Services business, which is presented as Discontinued operations, formed an operating
and reportable segment until April 25, 2014 when its sale was completed.
The Group adopted its current operational and reporting structure in 2013. On August 7, 2013 the Group announced that it had completed
the acquisition of Siemens’ stake in Nokia Networks. Until then, Nokia Networks was reported as a single operating and reportable segment.
Following the completion of the transaction, Nokia Networks business has two operating and reportable segments, Mobile Broadband and
Global Services. On September 2, 2013 the Group signed an agreement for the Sale of the D&S Business to Microsoft. After receiving
shareholder confirmation and approval for the transaction at the Extraordinary General Meeting in November 2013, the Group has presented
substantially all of its former Devices & Services business as Discontinued operations and Nokia Technologies, previously a part of the
Devices & Services business, as an operating and reportable segment. Refer to Note 3, Disposals treated as discontinued operations.
The chief operating decision maker receives monthly financial information for the Group’s reportable segments. Key financial performance
measures of the reportable segments include primarily net sales and operating profit. The chief operating decision maker evaluates the
performance of the segments and allocates resources to them based on operating profit. Operating profit for Mobile Broadband, Global
Services, HERE and Nokia Technologies consists of net sales, cost of sales and operating expenses. The operating profit of Mobile Broadband
and Global Services excludes restructuring and associated charges, purchase price accounting-related charges and certain other items not
directly related to these segments. This represents one of the Group’s non-IFRS measures.
Mobile Broadband provides mobile operators with flexible network solutions for mobile voice and data services through its Radio and Core
business lines. The Radio business consists of 2G to 5G technology generations. The Core business has a comprehensive mobile switching
portfolio as well as voice and packet core solutions.
Global Services provides mobile operators with services to create and maintain effective networks. The services include network
implementation, care, managed services, network planning and optimization as well as systems integration.
Nokia Networks Other includes net sales and related cost of sales and operating expenses of non-core businesses, IPR net sales and related
costs, as well as the Optical Nokia Networks business until May 6, 2013, when its divestment was completed. It also includes restructuring and
associated charges for the Nokia Networks business.
HERE focuses on the development of location intelligence, location-based services and local commerce. The HERE brand was introduced for the
location and mapping service in 2012 and on January 1, 2013 the Group’s former Location & Commerce business and reportable segment was
renamed HERE.
Nokia Technologies focuses on advanced technology development and licensing and includes net sales from both intellectual property right
activities and technology licensing.
Group Common Functions consists of company-wide support functions.
The Devices & Services business focused on developing and selling smartphones powered by the Windows Phone system, feature phones and
affordable smartphones.
Accounting policies of the segments are the same as those described in Note 1, Accounting principles. The Group accounts for inter-segment
revenues and transfers as if the revenues were to third parties, that is, at current market prices.
No single customer represents 10% or more of Group revenues.
140
NOKIA IN 2014
Segment data
Segment
EURm
Continuing operations
2014
Net sales to external customers(2)
Net sales to other segments
Depreciation and amortization
Impairment charges(3)
Operating profit/(loss)
Share of results of associated companies
2013
Net sales to external customers(2)
Net sales to other segments
Depreciation and amortization
Impairment charges(3)
Operating profit/(loss)
Share of results of associated companies
2012
Net sales to external customers(2)
Net sales to other segments
Depreciation and amortization
Impairment charges(3)
Operating profit/(loss)
Share of results of associated companies
Mobile
Broadband(1)
Global
Services(1)
Nokia
Networks
Other
Nokia
Networks
Total
HERE(1)
Technologies(1)
Nokia
Group
Common
Functions Eliminations
Total
6 038
1
179
–
683
–
5 346
1
217
1
420
–
6 042
1
351
8
490
–
5 105
–
52
–
653
–
5 752
1
94
1
693
–
6 928
1
198
–
334
–
54
–
1
–
(126)
(9)
182
–
2
6
(693)
8
807
–
38
29
(1 619)
8
11 197
1
232
–
1 210
(9)
11 280
2
313
8
420
8
13 777
2
587
37
(795)
8
970
–
57
1 209
(1 241)
–
914
–
241
–
(154)
1
1 103
–
496
–
(301)
1
564
14
1
–
343
–
515
14
3
–
310
–
520
14
3
–
325
–
1
–
7
15
(142)
(3)
–
–
3
12
(57)
(5)
–
–
2
33
(50)
(10)
(15)
(16)
(16)
(1) Represents an operating and reportable segment.
(2) Includes HERE sales to Discontinued operations of EUR 31 million (EUR 154 million in 2013 and EUR 374 million in 2012).
(3) In 2014, includes the HERE goodwill impairment charge. Refer to Note 10, Impairment.
Net sales to external customers by geographic location of customer
EURm
Finland(1)
United States
Japan
China
India
Russia
Germany
Taiwan
Indonesia
Italy
Other
Total
(1) All Nokia Technologies net sales are allocated to Finland.
Non-current assets by geographic location(1)
EURm
Finland
USA
China
India
Other
Total
(1) Consists of goodwill and other intangible assets, property, plant and equipment, and assets held for sale.
2014
697
1 789
1 194
1 021
772
550
446
389
385
369
5 120
12 732
2013
594
1 542
1 388
896
656
421
609
305
410
339
5 549
12 709
2014
574
2 686
117
71
181
3 629
12 732
–
297
1 224
170
(12)
12 709
–
560
20
519
4
15 400
–
1 088
70
(821)
(1)
2012
659
1 498
2 176
1 077
757
476
844
265
418
411
6 819
15 400
2013
529
3 371
94
58
194
4 246
NOKIA IN 2014
141
Financial statements
Notes to consolidated financial statements continued
3. Disposals treated as discontinued operations
Sale of the D&S Business
In September 2013, the Group announced the Sale of the D&S Business to Microsoft. Subsequent to the approval of the sale in the
Extraordinary General Meeting in November 2013, the Group has presented the Devices & Services business as Discontinued operations
including items outside the final transaction scope; specifically, discontinued manufacturing facilities located in Chennai, India and Masan,
Republic of Korea. The Devices & Services business consisted of two previously reportable segments, Smart Devices and Mobile Phones as
well as Devices & Services Other. Smart Devices focused on more advanced products, including smart phones powered by the Windows Phone
system. Mobile Phones focused on the area of mass market entry, feature phones and affordable smart phones. Devices & Services Other
included spare parts, the divested Vertu business and major restructuring programs related to the Devices & Services business.
The Sale of the D&S Business was completed on April 25, 2014. The total purchase price is EUR 5 440 million comprising the Sale of the D&S
Business and a 10-year non-exclusive license to patents and patent applications with an option to extend the mutual patent agreement into
perpetuity. The value allocated to the Sale of the D&S Business is EUR 3 790 million and the fair value of the mutual patent agreement and the
future option is EUR 1 650 million. The gain on disposal is EUR 3 175 million. The gain may change in subsequent periods depending on the
development of certain liabilities for which the Group has indemnified Microsoft.
Gain on the Sale of the D&S Business
Fair value of sales proceeds less costs to sell(1)
Net assets disposed
Settlement of Windows Phone royalty(2)
Other
Total
EURm
5 167
(2 347)
383
(28)
3 175
(1) Comprises purchase price of EUR 3 790 million, net cash adjustment of EUR 1 114 and other adjustments of EUR 263 million.
(2) Recognized when the partnership with Microsoft to license the Windows Phone smartphone platform was terminated in conjunction with the Sale of the D&S Business.
Assets and liabilities
The table below presents the assets and liabilities disposed of at April 25, 2014 and the assets and liabilities of disposal groups classified as held
for sale at December 31, 2013.
EURm
Goodwill and other intangible assets
Property, plant and equipment
Deferred tax assets and non-current assets
Inventories
Trade and other receivables
Prepaid expenses and other current assets
Bank and cash and current available-for-sale investments
Total assets
Deferred tax liabilities and other liabilities
Trade and other payables
Deferred income and accrued expenses
Provisions
Total liabilities
Non-controlling interests
Net assets disposed of
April 25, 2014
1 427
534
371
374
541
1 638
1 114
5 999
203
1 340
1 205
795
3 543
109
(2 347)
December 31, 2013
1 426
559
381
347
691
1 854
–
5 258
114
1 381
2 220
1 013
4 728
–
–
142
NOKIA IN 2014
Results of Discontinued operations
EURm
Net sales
Cost of sales
Gross profit
Research and development expenses
Selling, general and administrative expenses
Gain on the Sale of the D&S Business
Other income and expenses
Operating profit/(loss)
Financial income and expenses(1)
Income tax expense(2)
Profit/(loss) for the period
Costs and expenses include:
Depreciation and amortization
Impairment charges
2014
2 458
(2 086)
372
(354)
(447)
3 175
(107)
2 639
(207)
(127)
2 305
–
111
2013
10 735
(8 526)
2 209
(1 130)
(1 560)
–
(109)
(590)
10
(200)
(780)
168
–
2012
15 152
(12 320)
2 832
(1 658)
(2 143)
–
(510)
(1 479)
18
(842)
(2 303)
238
39
(1) In 2014, includes foreign exchange differences of EUR 212 million reclassified from other comprehensive income to the consolidated income statement due to the disposal.
(2) In 2014, the expense primarily includes non-resident capital gains taxes in certain jurisdictions, as well as tax impacts of legal entity restructuring carried out in connection with the Sale of the
D&S Business.
Cash flows from Discontinued operations
EURm
Net cash used in operating activities
Net cash from/(used in) investing activities
Net cash used in financing activities
Net cash flow for the year
2014
(1 054)
2 480
(9)
1 417
2013
(1 062)
(130)
(21)
(1 213)
2012
(2 252)
(68)
–
(2 320)
On April 25, 2014 upon completion of the Sale of the D&S Business, EUR 500 million 1.125% convertible bonds due September 2018, EUR 500
million 2.5% convertible bonds due September 2019 and EUR 500 million 3.625% convertible bonds due September 2020, all issued by the
Group to Microsoft, were repaid and netted against the deal proceeds by the amount of principal and accrued interest. Refer to Note 35,
Risk management.
4. Acquisitions
Acquisitions in 2014
In 2014, the Group acquired four businesses. The combined purchase consideration amounts to EUR 175 million. The combined goodwill arising
on acquisition amounts to EUR 76 million and is attributable to assembled workforce and post-acquisition synergies. The Group expects that
the majority of goodwill will not be deductible for tax purposes.
Acquisitions during the year are:
Company/business
SAC Wireless(1)
Medio Systems Inc.
Desti(2)
Mesaplexx Pty Ltd.
Description
SAC Wireless is a company providing infrastructure and network deployment solutions. The Group acquired 100%
ownership interest on August 22, 2014.
Medio Systems Inc. is a company specializing in real-time predictive analytics. The Group acquired 100% ownership
interest on July 2, 2014.
Desti specializes in artificial intelligence and natural language processing technology. The Group acquired the
business on May 28, 2014.
Mesaplexx Pty Ltd. has know-how in developing compact, high-performance radio frequency filter technology.
The Group acquired 100% ownership interest on March 24, 2014.
(1) Legal entities acquired are SAC Wireless LLC and HCP Wireless LLC.
(2) Asset deal.
NOKIA IN 2014
143
Financial statements Notes to consolidated financial statements continued
Total consideration paid, aggregate fair values of intangible assets, other net assets acquired and resulting goodwill at each acquisition date are
as follows:
EURm
Total cash consideration
Identified intangible assets
Other net assets
Total identifiable net assets
Goodwill
Total
Aggregate fair values
175
77
22
99
76
175
The intangible assets are customer- and marketing-related, and technology-based intangible assets. Goodwill has been allocated to
cash-generating units or groups of cash-generating units expected to benefit from the synergies of the combination. Refer to Note 10,
Impairment. Acquisition-related costs of EUR 3 million have been charged to selling, general and administrative expenses in the consolidated
income statement.
Acquisitions in 2013
Acquisition of Siemens’ non-controlling interest in Nokia Networks
On August 7, 2013 the Group completed the acquisition of Siemens’ 50% interest in the joint venture, Nokia Networks (formerly Nokia Siemens
Networks, Nokia Solutions and Networks), for a consideration of EUR 1 700 million. Transaction-related costs amounted to EUR 7 million.
Following the acquisition, Nokia Siemens Networks B.V., the parent entity of Nokia Networks, became a wholly owned subsidiary of the Group.
The acquisition did not result in a change in control. The acquisition of non-controlling interest was accounted for as an equity transaction.
The transaction reduced the Group’s equity by EUR million, representing the difference between the carrying amount of Siemens’
non-controlling interest on the date of acquisition of EUR million and the total consideration paid. Refer to Note 2, Segment information.
5. Revenue recognition
EURm
Continuing operations
Revenue from sale of products and licensing(1)
Nokia Networks
HERE
Nokia Technologies
Revenue from services
Nokia Networks
HERE
Contract revenue recognized under percentage
of completion accounting
Nokia Networks
Eliminations and Group Common Functions
Total
2014
7 427
5 884
965
578
4 966
4 961
5
353
353
(14)
12 732
2013
6 399
4 960
910
529
5 314
5 310
4
1 012
1 012
(16)
12 709
(1) Includes HERE sales to Discontinued operations of EUR 31 million (EUR 154 million in 2013 and EUR 374 million in 2012).
Revenue recognition-related items for construction contracts in progress at December 31 are:
EURm
Contract revenues recorded prior to billings
Billings in excess of costs incurred
Advances received
Retentions
2014
Liabilities
40
1
Assets
82
12
Assets
162
23
2012
6 509
4 874
1 101
534
5 476
5 474
2
3 431
3 431
(16)
15 400
2013
Liabilities
99
14
Assets are included in accounts receivable and liabilities are included in accrued expenses in the consolidated statement of financial position.
The aggregate amount of costs incurred and profits recognized, net of recognized losses, for construction contracts in progress since inception
is EUR 4 219 million at December 31, 2014 (EUR 13 049 million in 2013), the majority of which relates to projects near completion. The decrease
in the aggregate amount of costs incurred and profits recognized is in line with the decrease in revenue recognized under contract accounting.
144
NOKIA IN 2014
6. Expenses by nature
EURm
Continuing operations
Personnel expenses
Cost of material
Subcontracting costs(1)
Depreciation and amortization
Real estate costs
Other(1)
Total
2014
2013
2012
3 812
3 046
2 374
297
274
1 418
11 221
3 857
2 835
2 799
560
351
1 252
11 654
4 108
3 820
3 372
1 088
446
2 150
14 984
2012
4 295
11
232
507
5 045
(1) In 2013 and 2012, certain items have been reclassified from other to subcontracting costs to conform with current year presentation.
Rental expenses included in the above line items amount to EUR 193 million (EUR 256 million in 2013 and EUR 361 million in 2012).
7. Personnel expenses
EURm
Continuing operations
Salaries and wages
Share-based payment expense (Note 25)
Pension expense, net
Other social expenses
Total
2014
3 215
65
207
366
3 853
2013
3 432
42
206
403
4 083
Personnel expenses include termination benefits. Pension expense, comprising multi-employer, insured and defined contribution plans is EUR
162 million (EUR 160 million in 2013 and EUR 193 million in 2012). Expenses related to defined benefit plans comprise the remainder.
Average number of employees
Continuing operations
Nokia Networks
HERE
Nokia Technologies and Group Common Functions
Total
2014
2013
2012
50 680
6 067
819
57 566
52 564
5 897
872
59 333
64 052
6 441
1 315
71 808
8. Pensions
The Group operates a number of post-employment plans in various countries including both defined contribution and defined benefit plans.
These plans expose the Group to actuarial risks such as investment risk, interest rate risk, and life expectancy risk. The characteristics and
associated risks of the defined benefit plans vary depending on legal, fiscal, and economic requirements in each country. These characteristics
and risks are further described below and relate to the plans included in the Continuing operations of the Group.
The disclosures for 2014 and 2013 are attributable to the Continuing operations of the Group. Disclosures relating to the 2012 comparative
annual period represent the results of the consolidated Group prior to the Sale of the D&S Business. Accordingly, 2014 and 2013 results are not
directly comparable with 2012.
The total net accrued pension cost of EUR 500 million (EUR 199 million in 2013) consists of an accrual of EUR 530 million included in other
long-term liabilities (EUR 237 million in 2013) and a prepayment of EUR 30 million included in other non-current assets (EUR 38 million in 2013).
Defined benefit plans
The Group’s most significant defined benefit pension plans are in Germany, UK, India and Switzerland. Together they account for 91% (91% in
2013) of the Group’s total defined benefit obligation and 92% (92% in 2013) of the Group’s total plan assets.
The defined benefit obligations, the fair value of plan assets, the effects of the asset ceiling and the net defined benefit balance at December 31
for Continuing operations are:
EURm
Germany
UK
India
Switzerland
Other
Total
NOKIA IN 2014
2014
2013
2014
2013
2014
2013
2014
2013
Defined benefit obligation
Fair value of plan assets
Effects of asset ceiling
Net defined benefit balance
(1 381)
(122)
(117)
(102)
(162)
(1 884)
(1 062)
(98)
(85)
(78)
(130)
(1 453)
965
130
112
70
110
1 387
904
108
82
63
104
1 261
(1)
(2)
(3)
(1)
(6)
(7)
(416)
8
(6)
(32)
(54)
(500)
(158)
10
(4)
(15)
(32)
(199)
145
Financial statements Notes to consolidated financial statements continued
Germany
The majority of active employees in Germany participate in the cash balance plan BAP (Beitragsorientierter Alterversorgungs Plan), formerly
known as Beitragsorientierte Siemens Alterversorgung (“BSAV”). Individual benefits are generally dependent on eligible compensation levels,
ranking within the Group and years of service. This plan is a partly funded defined benefit pension plan, the benefits of which are subject to a
minimum return guaranteed by the Group. The funding vehicle for the BAP plan is the NSN Pension Trust e.V. The Trust is legally separate from
the Group and manages the plan assets in accordance with the respective trust agreements with the Group. The risks specific to the German
defined benefit plans are related to changes in mortality of covered members and investment return of the plan assets. Curtailments were
recognized in service costs for the German pension plans during 2013 as a result of a reduction in the workforce in 2013 and the planned
reduction in 2014.
United Kingdom
The Group has a United Kingdom defined benefit plan divided into two sections: the money purchase section and the final salary section, both
being closed to future contributions and accruals as of April 30, 2012. Individual benefits are generally dependent on eligible compensation
levels and years of service for the defined benefit section of the plan and on individual investment choices for the defined contribution section
of the plan. The funding vehicle for the pension plan is the NSN Pension Plan that is run on a trust basis.
India
Government-mandated gratuity and provident plans provide benefits based on years of service and projected salary levels at the date of
separation for the Gratuity Plan and through an interest rate guarantee on existing investments in a Government-prescribed Provident Fund
Trust. Gratuity Fund plan assets are invested and managed through an insurance policy. Provident Fund Assets are managed by NSN PF Trustees
through a pattern prescribed by the Government in various fixed income securities.
Switzerland
The Group’s Swiss pension plans are governed by the Swiss Federal Law on Occupational Retirements, Survivors’ and Disability Pension plans
(“BVG”), which stipulates that pension plans are to be managed by an independent, legally autonomous unit. In Switzerland, individual benefits
are provided through the collective foundation Profond. The plan’s benefits are based on age, years of service, salary and an individual old age
account. The funding vehicle for the pension scheme is the Profond Vorsorgeeinrichtung. In 2013, the collective foundation Profond decided to
decrease conversion rates (pension received as a percentage of retirement savings) in five years gradually from 7.2% to 6.8%, which will reduce
the expected benefits at retirement for all employees. This event qualified as a plan amendment and the past service gain of EUR 1 million
arising from this amendment was recognized immediately in the service cost in 2013.
The movements in the present value of the defined benefit obligation, fair value of plan assets and the impact of minimum funding/asset ceiling
for Continuing operations are:
EURm
At January 1
Transfer to Discontinued operations
Current service cost
Interest (expense)/income
Past service cost and gains on curtailments
Settlements
Remeasurements:
Return on plan assets, excluding amounts included
in interest income
Gain/(loss) from change in demographic assumptions
Gain/(loss) from change in financial assumptions
Experience gain/(loss)
Change in asset ceiling, excluding amounts included
in interest (expense)/income
Exchange differences
Contributions:
Employers
Plan participants
Payments from plans:
Benefit payments
Acquired in business combinations
Other movements(1)
At December 31
2014
2013
Present
value of
obligation
Fair value
of plan
assets
Impact of
minimum
funding/
asset ceiling
(1 453)
1 261
(7)
(39)
(59)
–
9
(89)
–
(1)
(321)
(16)
–
(338)
(31)
–
(12)
–
52
–
(8)
44
44
–
–
–
–
44
28
28
12
55
(1)
(15)
(4)
(1 884)
(35)
1
4
38
1 387
–
–
–
–
–
–
–
–
–
4
4
–
–
–
–
–
–
–
(3)
Total
(199)
–
(39)
(7)
–
1
(45)
44
(1)
(321)
(16)
4
(290)
(3)
28
–
20
–
(11)
34
(500)
Present
value of
obligation
Fair value
of plan
assets
Impact of
minimum
funding/
asset ceiling
(2 073)
445
(44)
(54)
5
12
(81)
1 808
(516)
–
43
–
(8)
35
–
4
93
6
–
103
30
–
(13)
15
–
–
–
–
15
(27)
33
13
53
83
–
153
(1 453)
(28)
(72)
–
(81)
1 261
(3)
–
–
–
–
–
–
–
–
–
–
(4)
(4)
–
–
–
–
–
–
–
(7)
Total
(268)
(71)
(44)
(11)
5
4
(46)
15
4
93
6
(4)
114
3
33
–
25
11
–
72
(199)
(1) Other movements relate to the inclusion of the defined benefit liability of end of service benefits that have previously been reported as other long-term employee liabilities in certain countries in the
Middle East and Africa region.
146
NOKIA IN 2014
Present value of obligations include EUR 407 million (EUR 425 million in 2013) of wholly funded obligations, EUR 1 408 million (EUR 979 million
in 2013) of partly funded obligations and EUR 69 million (EUR 49 million in 2013) of unfunded obligations.
Amounts included in personnel expenses in the consolidated income statement are as follows for the years ended December 31 (Continuing
operations in 2014 and 2013 and the Group in 2012):
EURm
Current service cost
Past service cost and gains and losses on curtailments
Net interest cost
Settlements
Total
2014
39
-
7
(1)
45
2013
44
(5)
11
(4)
46
2012
58
(23)
5
(3)
37
Movements in pension remeasurements recognized in other comprehensive income for the years ended December 31 (Continuing operations
in 2014 and 2013 and the Group in 2012) are:
EURm
Return on plan assets (excluding interest income), gain
Changes in demographic assumptions, (loss)/gain
Changes in financial assumptions, (loss)/gain
Experience adjustments, (loss)/gain
Current year change in asset ceiling
Total
2014
44
(1)
(321)
(16)
4
(290)
Actuarial assumptions
The principal actuarial weighted average assumptions used for determining the defined benefit obligation are:
%
Discount rate for determining present values
Annual rate of increase in future
compensation levels
Pension growth rate
Inflation rate
2013
15
4
93
6
(4)
114
2014
2.6
1.9
1.4
1.6
2012
62
–
(264)
(25)
(1)
(228)
2013
4.0
2.4
1.7
2.0
Assumptions regarding future mortality are set based on actuarial advice in accordance with published statistics and experience in each country.
The discount rates and mortality tables used for the significant plans are:
Germany
UK
India
Switzerland
Total weighted average for all countries
(1) Tables unadjusted for males and rated down by two years for females.
2014
2013
2014
Discount rate %
Mortality table
2.0
3.5
7.9
0.9
2.6
3.6
4.5
9.0
2.2
4.0
Richttafeln 2005 G
S2PA table adjusted(1)
IALM (2006-08)
Ultimate
BVG2010G
NOKIA IN 2014
147
Financial statements Notes to consolidated financial statements continued
The sensitivity of the defined benefit obligation to changes in the principal assumptions is as follows:
Discount rate for determining present values
Annual rate of increase in future compensation levels
Pension growth rate
Inflation rate
Life expectancy
Change in assumption
1.0%
1.0%
1.0%
1.0%
1 year
Increase in assumption
EURm
252
(28)
(188)
(197)
(42)
Decrease in assumption
EURm
(332)
24
172
189
35
The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant and may not be
representative of the actual impact of changes. If more than one assumption is changed simultaneously, the combined impact of changes would
not necessarily be the same as the sum of the individual changes. If the assumptions change to a different level compared with that presented
above, the effect on the defined benefit obligation may not be linear. The methods and types of assumptions used in preparing the sensitivity
analyses are the same as in the previous period.
When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions, the same method has been applied as
when calculating the post-employment benefit obligation recognized in the consolidated statement of financial position; specifically, the
present value of the defined benefit obligation is calculated with the projected unit credit method. Increases and decreases in the discount rate,
rate of increase in future compensation levels, pension growth rate and inflation, which are used in determining the defined benefit obligation,
do not have a symmetrical effect on the defined benefit obligation primarily due to the compound interest effect created when determining the
net present value of the future benefit.
Investment strategies
The objective of investment activities is to maximize the excess of plan assets over the projected benefit obligations and to achieve asset
performance at least in line with the interest costs in order to minimize required future employer contributions. To achieve these goals, the
Group uses an asset liability matching framework which forms the basis for its strategic asset allocation of the respective plans. The Group also
takes into consideration other factors in addition to the discount rate, such as inflation and longevity. The results of the asset-liability matching
framework are implemented on a plan level.
The Group’s pension governance does not allow direct investments and requires all investments to be placed either in funds or by professional
asset managers. Derivative instruments are permitted and are used to change risk characteristics as part of the German plan assets. The
performance and risk profile of investments is constantly monitored on a stand-alone basis as well as in the broader portfolio context. One
major risk is a decline in the plan’s funded status as a result of the adverse development of plan assets and/or defined benefit obligations.
The application of the Asset-Liability-Model study focuses on minimizing such risks.
Disaggregation of plan assets
The composition of plan assets by asset category is as follows:
EURm
Equity securities
Debt securities
Insurance contracts
Real estate
Short-term investments
Others
Total
Quoted
296
665
108
1 069
Unquoted
104
74
68
72
318
Total
296
769
74
68
108
72
1 387
2014
%
22
55
5
5
8
5
100
Quoted
300
564
92
956
Unquoted
121
70
57
57
305
Total
300
685
70
57
92
57
1 261
2013
%
24
54
6
5
7
5
100
All short-term investments including cash, equities and nearly all fixed income securities have quoted market prices in active markets. Equity
securities represent investments in equity funds and direct investments, which have quoted market prices in an active market. Debt securities
represent investments in government and corporate bonds, as well as investments in bond funds, which have quoted market prices in an active
market. Debt securities may also comprise investments in funds and direct investments. Real estate investments are investments into real
estate funds which invest in a diverse range of real estate properties. Insurance contracts are customary pension insurance contracts structured
under domestic law in the respective countries. Short-term investments are liquid assets or cash which are being held for a short period of time,
with the primary purpose of controlling the tactical asset allocation. Other includes commodities as well as alternative investments, including
derivative financial instruments.
The pension plan assets include a self-investment through a loan provided by one of the Group’s German pension funds of EUR 69 million (EUR
69 million in 2013). Refer to Note 34, Related party transactions.
148
NOKIA IN 2014
Future cash flows
Employer contributions expected to be made to the post-employment defined benefit plans in 2015 are EUR 28 million and the weighted
average duration of the defined benefit obligations is 16 years at December 31, 2014.
The expected maturity analysis of undiscounted benefits paid from the defined benefit plans of the Continuing operations is shown here:
EURm
Pension benefits
2015
42
2016
43
2017
45
2018
48
2019
50
2020-2024
316
9. Depreciation and amortization by function
EURm
Continuing operations
Cost of sales
Research and development expenses(1)
Selling, general and administrative expenses(2)
Total
(1) Includes amortization of acquired intangible assets of EUR 36 million (EUR 188 million in 2013 and EUR 375 million in 2012).
(2) Includes amortization of acquired intangible assets of EUR 40 million (EUR 93 million in 2013 and EUR 313 million in 2012).
10. Impairment
Impairment charges by asset category are:
EURm
Continuing operations
Goodwill
Other intangible assets
Property, plant and equipment
Investments in associated companies
Available-for-sale investments
Total
2014
61
129
107
297
2014
1 209
–
–
–
15
1 224
2013
88
293
179
560
2012
119
525
444
1 088
2013
2012
–
–
12
–
8
20
–
8
23
8
31
70
Goodwill
Goodwill impairment assessment for the HERE CGU was carried out at September 30, 2014. The previous assessment date was October 1,
2013. The assessment date was brought forward to September 30, 2014 due to an adjustment to the HERE strategy and the related new
long-range plan, which incorporates the slower than expected increase in net sales directly to consumers, and the Group’s plans to curtail its
investment in certain higher-risk and longer-term growth opportunities. This represented a triggering event resulting in an interim impairment
test to assess if events or changes in circumstances indicate that the carrying amount of HERE goodwill may not be recoverable. The goodwill
impairment assessment for the HERE CGU was rolled forward to October 1, 2014 to align with the annual assessment date. The goodwill
impairment assessment for the Nokia Networks Radio Access Networks group of CGUs in Mobile Broadband and Global Services group of CGUs
was carried out at November 30, 2014 (November 30 in 2013).
The carrying value of goodwill allocated to each of the Group’s CGUs at each of the respective years’ impairment testing dates is:
EURm
HERE(1)
Global Services
Radio Access Networks in Mobile Broadband
Devices & Services (Discontinued operations)
(1) The carrying value of goodwill after the 2014 impairment charge.
2014
2 273
106
96
–
2013
3 219
91
88
1 417
The recoverable amounts of the Group’s CGUs were determined using the fair value less costs of disposal method. In the absence of observable
market prices, the recoverable amounts were estimated based on an income approach, specifically a discounted cash flow model. The valuation
method is in line with previous years, with the exception that the cash flow forecast period is five years in comparison with ten years previously.
The cash flow projections used in calculating the recoverable amounts are based on financial plans approved by management covering an
explicit forecast period of five years and reflect the price that would be received to sell the CGU in an orderly transaction between market
participants at the measurement date. The level of fair value hierarchy within which the fair value measurement is categorized is level 3.
Refer to Note 19, Fair value of financial instruments for the fair value hierarchy.
NOKIA IN 2014
149
Financial statements
Notes to consolidated financial statements continued
The recoverable amount of the HERE CGU at September 30, 2014 was EUR 2 031 million, which resulted in an impairment charge of EUR 1 209
million. The impairment charge is the result of an evaluation of the projected financial performance and net cash flows of the HERE CGU and was
allocated entirely against the carrying value of HERE goodwill. The evaluation incorporates the slower than expected increase in net sales directly
to consumers, and the Group’s plans to curtail its investment in certain higher-risk and longer-term growth opportunities. It also reflects the
current assessment of risks related to the growth opportunities that management plans to continue pursuing, as well as the related terminal
value growth assumptions. After consideration of all relevant factors, management reduced the net sales projections for the HERE CGU,
particularly in the latter years of the valuation. The HERE CGU corresponds to the HERE operating and reportable segment. Refer to Note 2,
Segment information.
The key assumptions applied in the impairment testing analysis for each CGU are:
Key assumption %
Terminal growth rate(1)
Post-tax discount rate
(1) Based on a five-year forecast period (ten-year forecast period in 2013).
2014
2013
2014
2013
2014
2013
HERE CGU
1.2
11.0
1.7
10.6
Radio Access Networks group
of CGUs in Mobile Broadband
2.6
9.4
1.5
10.8
Global Services group of CGUs
0.5
10.1
1.6
9.1
Terminal growth rates reflect long-term average growth rates for the industry and economies in which the CGUs operate. The discount rates
reflect current assessments of the time value of money and relevant market risk premiums. Risk premiums reflect risks and uncertainties for
which the future cash flow estimates have not been adjusted. Other key variables in future cash flow projections include assumptions on
estimated sales growth, gross margin and operating margin. All cash flow projections are consistent with external sources of information,
wherever possible.
Management has determined the recoverable amount of the HERE CGU to be most sensitive to changes in both the discount rate and the
terminal growth rate. As the carrying value of the HERE CGU has been written down to its recoverable amount, any increase in the discount rate
or any decrease in the terminal growth rate would result in further impairment. Management’s estimates of the overall automotive volumes and
market share, customer adoption of the new location-based platform and related service offerings, and assumptions regarding industry pricing
are the main drivers for the HERE net cash flow projections. The Group’s cash flow forecasts reflect the current strategic views that license fee
based models will remain important in both the near and long term. Management expects that when license fee-based models are augmented
with software and services, transactions fees will grow in the future as more customers demand complete, end-to-end location solutions and
as cloud computing and cloud-based services gain greater market acceptance. Actual short- and long-term performance could vary from
management’s forecasts and impact future estimates of recoverable amount.
Management has determined the discount rate and the terminal growth rate to be the key assumptions for the Nokia Networks Radio Access
Networks group of CGUs and the Global Services group of CGUs. The recoverable amounts calculated based on the sensitized assumptions do
not indicate impairment in 2014 or 2013. Further, no reasonably possible changes in other key assumptions on which the Group has based its
determination of the recoverable amounts would result in impairment in 2014 or 2013.
In 2013, the recoverable amount of the Devices & Services CGU was determined using the fair value less costs of disposal method, based on the
agreed purchase price, excluding any consideration attributable to patents or patent applications.
Other intangible assets
In 2012, Nokia Networks recognized an impairment charge of EUR 8 million on intangible assets attributable to the decision to transition certain
operations into maintenance mode. These charges were recorded in Other operating expenses.
Property, plant and equipment
In 2013, Nokia Networks recognized an impairment charge of EUR 6 million (EUR 23 million in 2012) following the remeasurement of the Optical
Networks disposal group at fair value less cost of disposal. In 2013, the Group recognized impairment losses of EUR 6 million relating to certain
properties attributable to Group Common Functions.
Investments in associated companies
In 2012, the Group recognized an impairment charge of EUR 8 million to adjust the Group’s investment in associated companies to the
recoverable amount. These charges were recorded in Other operating expenses and included in Group Common Functions.
Available-for-sale investments
The Group recognized an impairment charge of EUR 15 million (EUR 8 million in 2013 and EUR 31 million in 2012) as certain equity and
interest-bearing securities held as available-for-sale suffered a significant or prolonged decline in fair value. These charges are recorded in
Other expenses and Financial income and expenses.
150
NOKIA IN 2014
11. Other income and expenses
EURm
Continuing operations
Other income
Interest income from customer receivables and overdue payments
Rental income
Distributions from unlisted venture funds
Subsidies and government grants
Gain on sale of real estate
Profit on sale of other property, plant and equipment
Divestment of businesses
VAT and other indirect tax refunds
Foreign exchange gain on hedging forecasted sales and purchases
Pension curtailments
Other miscellaneous income
Total
Other expenses
Restructuring, cost reduction and associated charges
Sale of receivables transactions
Contractual remediation costs
VAT and other indirect tax write-offs and provisions
Foreign exchange loss on hedging forecasted sales and purchases
Loss on sale of property, plant and equipment
Impairment charges
Provision for environmental risk
Transaction costs related to the Sale of the D&S Business
Valuation allowances for doubtful accounts
Divestment of businesses
Country and contract exit charges
Impairment of shares in associated companies
Other miscellaneous expenses
Total
2014
23
22
18
15
8
8
8
7
–
–
27
136
(97)
(39)
(31)
(15)
(15)
(13)
(13)
(5)
4
5
–
–
–
(49)
(268)
2013
27
25
97
6
6
26
–
7
36
–
42
272
(395)
(53)
–
(37)
(24)
(20)
(13)
–
(18)
(30)
(157)
(52)
–
(9)
(808)
2012
10
20
22
–
79
28
–
–
26
12
79
276
(1 174)
(44)
–
(25)
(18)
(40)
(29)
–
–
(34)
(50)
(42)
(8)
(49)
(1 513)
Other income and expenses include a net expense of EUR 93 million (EUR 395 million in 2013 and EUR 1 174 million in 2012) for restructuring,
cost reduction and associated charges, which consist primarily of employee termination benefits. In 2014, restructuring, cost reduction and
associated charges include EUR 57 million (EUR 361 million in 2013 and EUR 1 134 million in 2012) related to Nokia Networks and EUR 36 million
(EUR 22 million in 2013 and EUR 31 million in 2012) related to HERE. In 2013, restructuring, cost reduction and associated charges include EUR
2 million (EUR 3 million in 2012) related to Nokia Technologies and EUR 10 million (EUR 6 million in 2012) related to Group Common Functions.
NOKIA IN 2014
151
Financial statements Notes to consolidated financial statements continued
12. Financial income and expenses
EURm
2014
2013
2012
Continuing operations
Interest income on investments and loans receivable(1)
Net interest expense on derivatives not under hedge accounting
Interest expense on financial liabilities carried at amortized cost(2)
Net realized gains/(losses) on disposal of fixed income available-for-sale financial investments
Net fair value gains/(losses) on investments at fair value through profit and loss
Net (losses)/gains on other derivatives designated at fair value through profit and loss
Net fair value (losses)/gains on hedged items under fair value hedge accounting
Net fair value gains/(losses) on hedging instruments under fair value hedge accounting
Net foreign exchange gains/(losses)(3):
From foreign exchange derivatives designated at fair value through profit and loss
From the revaluation of statement of financial position
Other financial income(4)
Other financial expenses(5)
Total
50
(4)
(387)
1
20
(20)
(18)
17
162
(216)
15
(15)
(395)
108
(4)
(319)
2
(29)
32
69
(63)
(28)
(74)
49
(23)
(280)
130
(4)
(263)
(1)
27
(11)
(15)
23
(42)
(223)
54
(32)
(357)
(1) In 2014, the decrease is mainly a result of lower cash and other liquid assets compared with 2013 as well as a continuing decline in interest rates. In 2013, interest income decreased mainly as a result
of lower cash and other liquid assets compared with 2012 and lower interest rates in certain currencies where the Group has investments.
(2) In 2014, the increase is due to a one-time non-cash charge of EUR 57 million relating to the repayment of the EUR 1.5 billion convertible bonds issued to Microsoft when the Sale of the D&S Business
was completed and one-time expenses of EUR 123 million relating to the redemption of materially all Nokia Networks borrowings. In 2013, interest expense increased compared with 2012 due to
higher levels of borrowings as well as expenses related to funding the purchase of Nokia Networks’ non-controlling interest from Siemens.
(3) Positively impacted by a reduction in hedging costs. In 2013, positively impacted by lower hedging costs compared with 2012 as well as lower volatility of certain emerging market currencies.
(4) Includes distributions of EUR 14 million (EUR 44 million in 2013 and EUR 49 million in 2012) from private funds held as non-current available-for-sale investments.
(5) Includes an impairment charge of EUR 2 million (nil in 2013 and EUR 7 million in 2012) in private funds held as non-current available-for-sale investments due to changes in estimated future cash flows
resulting from distributions received as well as other factors. Refer to Note 11, Other income and expenses, and Note 10, Impairment.
152
NOKIA IN 2014
13. Income tax
EURm
Continuing operations
Income tax benefit/(expense)
Current tax
Deferred tax
Total
Finnish entities
Entities in other countries
Total
2014
2013
2012
(374)
1 782
1 408
1 840
(432)
1 408
(354)
152
(202)
(87)
(115)
(202)
(329)
25
(304)
(147)
(157)
(304)
Reconciliation of the difference between income tax computed at the statutory rate in Finland of 20% (24.5% in 2013 and 2012) and income
tax recognized in the consolidated income statement is as follows:
EURm
Income tax benefit/(expense) at statutory rate
Permanent differences
Non-tax deductible impairment of goodwill(1)
Income taxes for prior years
Income taxes on foreign subsidiaries’ profits in (excess of)/lower than
income taxes at statutory rates
Effect of deferred tax assets not recognized(2)
Benefit arising from previously unrecognized tax losses, tax credits
and temporary differences(3)
Net decrease/(increase) in uncertain tax positions
Change in income tax rates
Income taxes on undistributed earnings
Other
Total income tax benefit/(expense)
Tax (charged)/credited to equity
2014
47
(23)
(242)
(18)
(35)
(373)
2 081
5
(1)
5
(38)
1 408
(7)
2013
(60)
22
–
22
(5)
(138)
–
(14)
(7)
21
(43)
(202)
6
2012
289
(67)
–
78
(15)
(609)
–
14
(4)
24
(14)
(304)
3
(1) Relates to HERE’s goodwill impairment charge. Refer to Note 10, Impairment.
(2) In 2014, relates primarily to HERE’s Dutch tax losses and temporary differences for which deferred tax was not recognized. In 2013 and 2012, relates primarily to Nokia Networks’ Finnish and German
unrecognized deferred tax on tax losses, unused tax credits and temporary differences accordingly.
(3) Relates primarily to the Group’s Finnish tax losses, unused tax credits and temporary differences for which deferred tax was recognized. Refer to Note 14, Deferred taxes.
Current income tax liabilities include EUR 387 million (EUR 394 million in 2013) related to uncertain tax positions with inherently uncertain timing
of cash outflows.
Prior period income tax returns for certain Group companies are under examination by local tax authorities. The Group’s business and
investments, especially in emerging market countries, may be subject to uncertainties, including unfavorable or unpredictable tax treatment.
Management judgment and a degree of estimation are required in determining the tax expense or benefit. Even though management does not
expect that any significant additional taxes in excess of those already provided for will arise as a result of these examinations, the outcome or
actual cost of settlement may vary materially from estimates.
In 2013, the India Tax Authority commenced an investigation into withholding tax in respect of payments by Nokia India Private Limited to Nokia
Corporation for the supply of operating software. Subsequently, the authorities extended the investigation to other related tax consequences
and issued orders and made certain assessments. The litigation and assessment proceedings are pending. Nokia has denied all such allegations
and continues defending itself in various Indian litigation proceedings and under both Indian and international law, while extending its full
cooperation to the authorities.
NOKIA IN 2014
153
Financial statements Notes to consolidated financial statements continued
14. Deferred taxes
EURm
Continuing operations
Deferred tax assets:
Tax losses carried forward and unused tax credits(1)
Pensions(2)
Provisions(3)
Depreciation differences(1) (2)
Intercompany profit in inventory
Other temporary differences(2)
Reclassification due to netting of deferred tax assets and liabilities
Total deferred tax assets
Deferred tax liabilities:
Pensions(2)
Depreciation differences(2)
Undistributed earnings
Other temporary differences(2)
Reclassification due to netting of deferred tax assets and liabilities
Total deferred tax liabilities
Net balance
2014
2013
967
332
246
1 386
87
156
(454)
2 720
(177)
(266)
(18)
(25)
454
(32)
2 688
446
211
126
451
48
100
(492)
890
(180)
(433)
(68)
(6)
492
(195)
695
(1) The increase from 2013 is primarily due to the recognition of deferred tax assets, partially offset by the subsequent utilization of tax losses carried forward in Finland.
(2) Pension-related deferred tax has been reclassified from depreciation differences and other temporary differences to pensions and reclassified for comparability purposes in 2013.
(3) Warranty provision and other provisions have been combined and shown as provisions and reclassified for comparability purposes in 2013.
The Group has tax loss carry forwards of EUR 3 213 million (EUR 6 295 million in 2013) of which EUR 2 215 million (EUR 5 117 million in 2013)
will expire within 10 years.
The Group has tax loss carry forwards, temporary differences and tax credits of EUR 2 386 million (EUR 10 693 million in 2013) for which no
deferred tax asset was recognized due to the uncertainty of utilization of which EUR 792 million (EUR 4 882 million in 2013) will expire within
10 years. In 2014, the Group re-recognized a deferred tax asset of EUR 2 126 million in the consolidated statement of financial position based
on recent profitability and the latest forecasts of future financial performance which enabled the Group to re-establish a pattern of sufficient
tax profitability in Finland and Germany to utilize the cumulative losses, foreign tax credits and other temporary differences. In 2014, the
historical results of HERE’s Dutch operations changed from a cumulative profit position to a cumulative loss position. Based on this and revised
expectations of future taxable profits,the Group has considered its previously recognized HERE Dutch deferred tax assets as non-recoverable
and the assets were de-recognized accordingly. Refer to Note 13, Income tax.
The recognition of the remaining deferred tax assets is supported by offsetting deferred tax liabilities, earnings history and profit projections
in the relevant jurisdictions.
The Group has undistributed earnings of EUR 732 million (EUR 614 million in 2013) for which no deferred tax liability has been recognized as
these earnings will not be distributed in the foreseeable future.
154
NOKIA IN 2014
15. Earnings per share
EURm
Basic
Profit/(loss) attributable to equity holders of the parent
Continuing operations
Discontinued operations
Total
Diluted
Elimination of interest expense, net of tax, on convertible bonds,
where dilutive
Profit/(loss) attributable to equity holders of the parent adjusted
for the effect of dilution
Continuing operations
Discontinued operations
Total
000s shares
Basic
2014
2013
2012
1 163
2 299
3 462
60
1 223
2 299
3 522
186
(801)
(615)
–
186
(801)
(615)
(771)
(2 334)
(3 105)
–
(771)
(2 334)
(3 105)
Weighted average number of shares in issue
3 698 723
3 712 079
3 710 845
Effect of dilutive securities
Restricted shares and other
Stock options
Performance shares
Assumed conversion of convertible bonds
Diluted
Adjusted weighted average number of shares and assumed conversions
Continuing operations
Discontinued operations
Total
Earnings per share from Continuing and Discontinued operations (from profit/(loss)
attributable to equity holders of the parent)
Basic earnings per share
Continuing operations
Discontinued operations
Profit/(loss) for the year
Diluted earnings per share
Continuing operations
Discontinued operations
Profit/(loss) for the year
14 419
3 351
1 327
19 097
413 782
432 879
4 131 602
4 131 602
4 131 602
EUR
0.31
0.62
0.94
0.30
0.56
0.85
19 307
1 978
–
21 285
–
21 285
–
–
–
–
–
–
3 733 364
3 712 079
3 712 079
3 710 845
3 710 845
3 710 845
EUR
0.05
(0.22)
(0.17)
0.05
(0.22)
(0.17)
EUR
(0.21)
(0.63)
(0.84)
(0.21)
(0.63)
(0.84)
Basic earnings per share is calculated by dividing the profit/(loss) attributable to equity holders of the parent by the weighted average number
of shares outstanding during the year, excluding shares purchased by the Group and held as treasury shares. Diluted earnings per share is
calculated by adjusting the profit/(loss) attributable to equity holders of the parent to eliminate the interest expense of dilutive convertible
bonds and by adjusting the weighted average number of shares outstanding with the dilutive effect of stock options, restricted shares and
performance shares outstanding during the period as well as the assumed conversion of convertible bonds.
There are no restricted shares outstanding (19 million in 2013 and 4 million in 2012) that could potentially have a dilutive impact in the future
but are excluded from the calculation as they are determined to be anti-dilutive.
Stock options equivalent to 2 million shares (16 million in 2013 and 22 million in 2012) have been excluded from the calculation of diluted shares
as they are determined to be anti-dilutive.
Fewer than 1 million performance shares (4 million in 2013 and 2 million in 2012) have been excluded from the calculation of diluted shares as
contingency conditions have not been met.
NOKIA IN 2014
155
Financial statements
Notes to consolidated financial statements continued
Convertible bonds issued to Microsoft in September 2013 were fully redeemed in April 2014 as a result of the closing of the Sale of the D&S
Business. 116 million potential shares have been included in the calculation of diluted shares to reflect the part-year effect of these convertible
bonds. In 2013, the potential shares were excluded from the calculation of diluted shares as they were determined to be antidilutive. If fully
converted, these potential shares would have resulted in the issuance of 368 million shares.
The 2012 convertible bond includes a voluntary conversion option. The conversion price was increased in June 2014 and 298 million potential
shares are included in the calculation of diluted shares as they are determined to be dilutive. Voluntary conversion of the entire bond would
result in the issue of 307 million shares. 287 million potential shares were excluded from the calculation of diluted shares in 2013 and 2012
because they were determined to be antidilutive.
16. Intangible assets
EURm
Continuing operations
Goodwill
Acquisition cost at January 1
Transfer to assets of disposal groups
Translation differences
Acquisitions through business combinations
Acquisition cost at December 31
Accumulated impairment charges at January 1
Impairment charges
Accumulated impairment charges at December 31
Net book value at January 1
Net book value at December 31
Other intangible assets
Acquisition cost at January 1
Transfer to assets of disposal groups
Translation differences
Additions
Acquisitions through business combinations
Disposals and retirements
Acquisition cost at December 31
Accumulated amortization at January 1
Transfer to assets of disposal groups
Translation differences
Disposals and retirements
Amortization
Accumulated amortization at December 31
Net book value at January 1
Net book value at December 31
2014
2013
5 293
–
401
76
5 770
(1 998)
(1 209)
(3 207)
3 295
2 563
5 214
–
334
32
77
(11)
5 646
(4 918)
–
(290)
10
(98)
(5 296)
296
350
6 874
(1 428)
(153)
–
5 293
(1 998)
–
(1 998)
4 876
3 295
5 753
(282)
(127)
24
–
(154)
5 214
(5 106)
245
107
146
(310)
(4 918)
647
296
Other intangible assets include customer relationships with a net book value of EUR 177 million (EUR 139 million in 2013), developed technology
with a net book value of EUR 99 million (EUR 100 million in 2013), and licenses to use tradename and trademark with a net book value of
EUR 10 million (EUR 5 million in 2013). The remaining amortization periods range from approximately three to seven years for customer
relationships, one to six years for developed technology and one to seven years for licenses to use tradename and trademark.
156
NOKIA IN 2014
17. Property, plant and equipment
EURm
Continuing operations
Acquisition cost at January 1, 2013
Transfer to assets of disposal groups
Translation differences
Additions
Reclassifications
Impairment charges
Disposals and retirements
Acquisition cost at December 31, 2013
Accumulated depreciation at January 1, 2013
Transfer to assets of disposal groups
Translation differences
Disposals and retirements
Depreciation
Accumulated depreciation at December 31, 2013
Net book value at January 1, 2013
Net book value at December 31, 2013
Acquisition cost at January 1, 2014
Transfers from assets held for sale
Translation differences
Additions
Acquisitions through business combinations
Reclassifications
Disposals and retirements
Acquisition cost at December 31, 2014
Accumulated depreciation at January 1, 2014
Translation differences
Disposals and retirements
Depreciation
Accumulated depreciation at December 31, 2014
Net book value at January 1, 2014
Net book value at December 31, 2014
EURm
Assets held for sale
Net book value at January 1
Reclassifications to property, plant and equipment
Additions
Impairment charges
Disposals and retirements
Net book value at December 31
Buildings and
constructions
Machinery and
equipment
Other tangible
assets(1)
Assets under
construction
1 129
(422)
(44)
21
7
–
(355)
336
(469)
150
19
191
(48)
(157)
660
179
336
76
25
28
–
12
(39)
438
(157)
(13)
30
(40)
(180)
179
258
3 694
(1 528)
(122)
154
7
(6)
(451)
1 748
(3 043)
1 335
107
397
(200)
(1 404)
651
344
1 748
3
103
205
2
6
(213)
1 854
(1 404)
(75)
202
(157)
(1 434)
344
420
77
(10)
(3)
4
–
(1)
(27)
40
(30)
4
1
6
(2)
(21)
47
19
40
4
–
–
–
1
(4)
41
(21)
1
–
(2)
(22)
19
19
73
(38)
(5)
11
(14)
–
(3)
24
–
–
–
–
–
–
73
24
24
–
1
15
–
(21)
–
19
–
–
–
–
–
24
19
Total
4 973
(1 998)
(174)
190
–
(7)
(836)
2 148
(3 542)
1 489
127
594
(250)
(1 582)
1 431
566
2 148
83
129
248
2
(2)
(256)
2 352
(1 582)
(87)
232
(199)
(1 636)
566
716
2014
2013
89
(83)
–
–
(6)
–
–
–
94
(5)
–
89
(1) Land and water areas and other tangible assets have been combined as other tangible assets in 2014 and have been combined for comparability purposes in 2013.
In 2013, certain real estate properties were classified as assets held for sale. These long-lived assets had been identified for disposal as part of
the ongoing restructuring activities. The Group expected to realize the sale of these properties within the next 12 months. In 2014, the Group
has concluded that there are no real estate properties that meet the criteria for assets held for sale (the fair value in 2013 was EUR 89 million).
The valuation of these assets was based on third-party evaluations by real estate brokers taking into account the Group’s divestment strategy
for these assets as well as relevant market dynamics. This evaluation included non-observable inputs and hence these assets were considered
to be level 3 category assets that were measured at fair value on a non-recurring basis. Refer to Note 19, Fair value of financial instruments for
the fair value hierarchy.
The tax authorities in India have placed a lien which prohibited the Group from transfering the mobile devices related facility in Chennai to
Microsoft as part of the Sale of the D&S Business.
NOKIA IN 2014
157
Financial statements Notes to consolidated financial statements continued
18. Investments in associated companies
EURm
Continuing operations
Net carrying amount at January 1
Translation differences
Additions
Deductions
Share of results
Dividend
Net carrying amount at December 31
Shareholdings in associated companies comprise investments in unlisted companies.
19. Fair value of financial instruments
Carrying amounts
2014
2013
65
5
–
(7)
(12)
–
51
58
(1)
9
–
4
(5)
65
Fair
value(1)
EURm
Continuing operations
2014
Available-for-sale investments, publicly quoted
equity shares
Available-for-sale investments, carried at fair value
Available-for-sale investments, carried at cost less
impairment
Long-term loans receivable
Accounts receivable
Current portion of long-term loans receivable
Other current financial assets, derivatives
Other current financial assets, other
Investments at fair value through profit and loss,
liquid assets
Available-for-sale investments, liquid assets carried
at fair value
Available for-sale investments, cash equivalents
carried at fair value
Total financial assets
Long-term interest-bearing liabilities(2)
Current portion of long-term interest-bearing
liabilities(2)
Short-term borrowing
Other financial liabilities, derivatives
Accounts payable
Total financial liabilities
Current
available-
for-sale
financial assets
Non-current
available-
for-sale
financial assets
Financial
instruments at
fair value
through profit
or loss
Loans and
receivables
measured at
amortized cost
Financial
liabilities
measured at
amortized cost
Total
Total
–
–
–
–
–
–
–
–
–
2 127
2 643
4 770
–
–
–
–
–
–
14
570
244
–
–
–
–
–
–
–
–
828
–
–
–
–
–
–
–
–
–
–
–
–
241
–
418
–
–
659
–
–
–
174
–
174
–
–
–
34
3 430
1
–
25
–
–
–
3 490
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
14
570
244
34
3 430
1
241
25
14
570
244
28
3 430
1
241
25
418
418
2 127
2 127
–
–
2 576
1
115
–
2 313
5 005
2 643
9 747
2 576
1
115
174
2 313
5 179
2 643
9 741
4 058
1
115
174
2 313
6 661
158
NOKIA IN 2014
EURm
2013
Available-for-sale investments, publicly quoted
equity shares
Available-for-sale investments, carried at fair value
Available-for-sale investments, carried at cost less
impairment
Long-term loans receivable
Accounts receivable
Current portion of long-term loans receivable
Other current financial assets, derivatives
Other current financial assets, other
Investments at fair value through profit and loss,
liquid assets
Available-for-sale investments, liquid assets carried
at fair value
Available for-sale investments, cash equivalents
carried at fair value
Total financial assets
Long-term interest-bearing liabilities(2)
Current portion of long-term interest-bearing
liabilities(2)
Short-term borrowing
Other financial liabilities, derivatives
Accounts payable
Total financial liabilities
Carrying amounts
Fair
value(1)
Current
available-
for-sale
financial assets
Non-current
available-
for-sale
financial assets
Financial
instruments at
fair value
through profit
or loss
Loans and
receivables
measured at
amortized cost
Financial
liabilities
measured at
amortized cost
Total
Total
–
–
–
–
–
–
–
–
–
956
3 957
4 913
–
–
–
–
–
–
11
503
227
–
–
–
–
–
–
–
–
741
–
–
–
–
–
–
–
–
–
–
–
–
191
–
382
–
–
573
–
–
–
35
–
35
–
–
–
96
2 901
29
–
94
–
–
–
3 120
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
3 286
3 192
184
–
1 839
8 501
11
503
227
96
2 901
29
191
94
382
956
3 957
9 347
3 286
3 192
184
35
1 839
8 536
11
503
227
85
2 901
29
191
94
382
956
3 957
9 336
4 521
3 385
184
35
1 839
9 964
(1) The fair value is estimated to equal carrying amount for available-for-sale investments carried at cost less impairment for which it is not possible to estimate fair value reliably as there is no active
market for these private fund investments. These assets are tested for impairment annually using a discounted cash flow analysis. The fair value of loans receivable and loans payable is estimated
based on the current market values of similar instruments (level 2). The fair value is estimated to equal the carrying amount for short-term financial assets and financial liabilities due to limited credit
risk and short time to maturity. Refer to Note 1, Accounting principles.
(2) The fair value of euro convertible bonds (total EUR 1 500 million maturing 2018-2020) at the end of 2013 was based on the bonds being redeemed at par plus accrued interest at the close of the Sale
of the D&S Business (Level 3). The fair values of other long-term interest-bearing liabilities are based on discounted cash flow analysis (level 2) or quoted prices (level 1).
NOKIA IN 2014
159
Financial statements
Notes to consolidated financial statements continued
Fair value hierarchy
Financial assets and liabilities recorded at fair value are categorized based on the amount of unobservable inputs used to measure their fair
value. Three hierarchical levels are based on an increasing amount of judgment associated with the inputs used to derive fair value for these
assets and liabilities, level 1 being market values and level 3 requiring most management judgment. At the end of each reporting period, the
Group categorizes its financial assets and liabilities to appropriate level of fair value hierarchy. Items measured at fair value on a recurring basis
at December 31 are:
EURm
Continuing operations
2014
Available-for-sale investments, publicly quoted equity shares
Available-for-sale investments, carried at fair value
Other current financial assets, derivatives(1)
Investments at fair value through profit and loss, liquid assets
Available-for-sale investments, liquid assets carried at fair value
Available-for-sale investments, cash equivalents carried at fair value
Total assets
Other financial liabilities, derivatives(1)
Total liabilities
2013
Available-for-sale investments, publicly quoted equity shares
Available-for-sale investments, carried at fair value
Other current financial assets, derivatives(1)
Investments at fair value through profit and loss, liquid assets
Available-for-sale investments, liquid assets carried at fair value
Available-for-sale investments, cash equivalents carried at fair value
Total assets
Other financial liabilities, derivatives(1)
Total liabilities
Instruments with
quoted prices in
active markets
(level 1)
Valuation
technique using
observable data
(level 2)
Valuation
technique using
non-observable
data (level 3)
14
1
–
418
2 116
2 643
5 192
–
–
11
56
–
382
945
3 957
5 351
–
–
–
13
241
–
11
–
265
174
174
–
18
191
–
11
–
220
35
35
–
556
–
–
–
–
556
–
–
–
429
–
–
–
–
429
–
–
Total
14
570
241
418
2 127
2 643
6 013
174
174
11
503
191
382
956
3 957
6 000
35
35
(1) Refer to Note 20, Derivative financial instruments for the allocation between hedge accounted and non-hedge accounted derivatives.
The level 1 category includes financial assets and liabilities that are measured in whole or in significant part by reference to published quotes
in an active market. A financial instrument is regarded as quoted in an active market if quoted prices are readily and regularly available from an
exchange, dealer, broker, industry group, pricing service or regulatory agency and those prices represent actual and regularly occurring market
transactions on an arm’s length basis. This category includes listed bonds and other securities, listed shares and exchange traded derivatives.
The level 2 category includes financial assets and liabilities measured using a valuation technique based on assumptions that are supported by
prices from observable current market transactions. These include assets and liabilities for which pricing is obtained via pricing services, but
where prices have not been determined in an active market, financial assets with fair values based on broker quotes and assets that are valued
using the Group’s own valuation models whereby the material assumptions are market observable. The majority of the Group’s
over-the-counter derivatives and certain other instruments not traded in active markets are included in this category.
The level 3 category includes financial assets and liabilities measured using valuation techniques based on non-observable inputs. This means
that fair values are determined in whole or in part using a valuation model based on assumptions that are neither supported by prices from
observable current market transactions in the same instrument nor based on available market data. The fair value measurement objective
remains the same, that is, to estimate an exit price from the perspective of the Group.
The level 3 investments mainly include unlisted equities and unlisted venture funds where the fair value is determined based on relevant
information such as operating performance, recent transactions and available market data on peer companies. No individual input has
a significant impact on the total fair value.
160
NOKIA IN 2014
Reconciliation of the opening and closing balances on level 3 financial assets is shown below:
EURm
At January 1, 2013
Net gain in income statement
Net gain in other comprehensive income
Purchases
Sales
Other transfers
At December 31, 2013
Net gain in income statement
Net gain in other comprehensive income
Purchases
Sales
Other transfers
At December 31, 2014
Other available-for-sale
investments carried
at fair value
370
81
52
47
(123)
2
429
5
72
78
(58)
30
556
The gains and losses from certain financial assets categorized in level 3 are included in other operating income and expenses as the investment
and disposal objectives for these investments are business driven. In other cases, the gains and losses are included in financial income and
expenses. A net loss of EUR 2 million (net loss of EUR 4 million in 2013) relating to level 3 financial instruments held at December 31, 2014 has
been recognized in the consolidated income statement.
NOKIA IN 2014
161
Financial statements Notes to consolidated financial statements continued
20. Derivative financial instruments
EURm
Continuing operations
2014
Hedges on net investment in foreign subsidiaries:
Forward foreign exchange contracts
Currency options bought
Currency options sold
Cash flow hedges:
Forward foreign exchange contracts
Fair value hedges:
Interest rate swaps
Cash flow and fair value hedges:(3)
Cross-currency interest rate swaps
Derivatives not designated in hedge accounting relationships carried at fair value
through profit and loss:
Forward foreign exchange contracts
Currency options bought
Currency options sold
Interest rate swaps
Total
2013
Hedges on net investment in foreign subsidiaries:
Forward foreign exchange contracts
Currency options bought
Currency options sold
Cash flow hedges:
Forward foreign exchange contracts
Fair value hedges:
Interest rate swaps
Cash flow and fair value hedges:(3)
Cross-currency interest rate swaps
Derivatives not designated in hedge accounting relationships carried at fair value
through profit and loss:
Forward foreign exchange contracts
Currency options bought
Currency options sold
Interest rate swaps
Total
Assets
Liabilities
Fair value(1)
Notional(2)
Fair value(1)
Notional(2)
3
–
–
–
72
63
101
2
–
–
241
–
1
–
–
76
8
94
5
–
7
191
217
78
–
–
382
378
3 779
397
–
–
5 231
2 035
152
–
308
750
378
3 687
332
–
109
7 751
(56)
–
(1)
(14)
–
–
(68)
–
–
(35)
(174)
(3)
–
–
–
(3)
–
(7)
–
–
(22)
(35)
1 813
–
83
742
–
–
2 364
–
62
372
5 436
1 086
–
53
453
73
–
1 691
–
18
249
3 623
(1) Included in other financial assets and other financial liabilities in the consolidated statement of financial position.
(2) Includes the gross amount of all notional values for contracts that have not yet been settled or cancelled. The amount of notional value outstanding is not necessarily a measure or indication of market
risk as the exposure of certain contracts may be offset by that of other contracts.
(3) Cross-currency interest rate swaps have been designated partly as fair value hedges and partly as cash flow hedges.
162
NOKIA IN 2014
21. Inventories
EURm
Continuing operations
Raw materials, supplies and other
Work in progress
Finished goods
Total
Movements in allowances for excess and obsolete inventory for the years ended December 31 are:
2014
178
–
107
(81)
204
2014
124
–
24
(45)
103
EURm
Continuing operations
At January 1
Transfer to assets of disposal groups classified as held for sale
Charged to income statement
Deductions(1)
At December 31
(1) Deductions include utilization and releases of allowances.
22. Allowances for doubtful accounts
Movements in allowances for doubtful accounts for the years ended December 31 are:
EURm
Continuing operations
At January 1
Transfer to assets of disposal groups classified as held for sale
Charged to income statement
Deductions(1)
At December 31
(1) Deductions include utilization and releases of allowances.
23. Prepaid expenses and accrued income
EURm
Continuing operations
Social security, VAT and other indirect taxes
Divestment-related receivables
Deposits
Interest income
Prepaid insurances
Prepaid rents
Deferred cost of sales(1)
Other(1)
Total
(1) EUR 14 million has been reclassified from other to deferred cost of sales in 2013 to conform to the current year presentation.
2014
228
441
606
1 275
2013
471
(192)
39
(140)
178
2013
248
(120)
40
(44)
124
2014
362
206
59
37
22
20
30
177
913
2013
147
136
521
804
2012
457
–
403
(389)
471
2012
284
–
53
(89)
248
2013
286
–
43
33
22
15
28
233
660
NOKIA IN 2014
163
Financial statements Notes to consolidated financial statements continued
24. Shares of the Parent Company
Shares and shareholders
Shares and share capital
Nokia Corporation (“Parent Company”) has one class of shares. Each share entitles the holder to one vote at General Meetings. At December 31,
2014 the share capital of Nokia Corporation is EUR 245 896 461.96 and the total number of shares issued is 3 745 044 246. At December 31,
2014 the total number of shares includes 96 900 800 shares owned by Group companies representing 2.6% of share capital and total voting
rights. Under the Nokia Articles of Association, Nokia Corporation does not have minimum or maximum share capital or share par value.
Authorizations
Authorization to issue shares and special rights entitling to shares
At the Annual General Meeting held on May 7, 2013 the shareholders authorized the Board of Directors to issue a maximum of 740 million
shares through one or more issues of shares or special rights entitling to shares. The Board of Directors may issue either new shares or shares
held by the Parent Company. The authorization includes the right for the Board of Directors to decide on all the terms and conditions of such
share and special rights issuances, including to whom the shares and special rights may be issued. The authorization may be used to develop
the Parent Company’s capital structure, diversify the shareholder base, finance or carry out acquisitions or other arrangements, settle the
Parent Company’s equity-based incentive plans, or for other purposes resolved by the Board of Directors. The authorization that would have
been effective until June 30, 2016 was terminated by the resolution of the Annual General Meeting on June 17, 2014.
At the Annual General Meeting held on June 17, 2014 the shareholders authorized the Board of Directors to issue a maximum of 740 million
shares through one or more issues of shares or special rights entitling to shares, including stock options. The Board of Directors may issue
either new shares or shares held by the Parent Company. The authorization includes the right for the Board of Directors to resolve on all the
terms and conditions of such share and special rights issuances, including issuance in deviation from the shareholders’ pre-emptive rights. The
authorization may be used to develop the Parent Company’s capital structure, diversify the shareholder base, finance or carry out acquisitions
or other arrangements, settle the Parent Company’s equity-based incentive plans, or for other purposes resolved by the Board of Directors.
The authorization is effective until December 17, 2015.
In 2014, Nokia Corporation issued 49 904 new shares following the holders of stock options issued in 2011 exercising their options.
On October 26, 2012 the Group issued a EUR 750 million convertible bond based on an authorization to issue shares and special rights entitling
to shares, granted by the Annual General Meeting on May 6, 2010 and terminated by a resolution in the Annual General Meeting on May 7, 2013.
The bonds had a five-year maturity and a 5.0% per annum coupon payable semi-annually. The initial conversion price was EUR 2.6116, which
was adjusted to EUR 2.44 per share on June 18, 2014 due to the distribution of ordinary and special dividends as resolved by the Annual
General Meeting on June 17, 2014. Bond terms and conditions require conversion price adjustments following dividend distributions.
Consequently, the Board of Directors decided to issue 20 192 323 new shares on the conversion of the bonds into Nokia shares based on
the authorization by the Annual General Meeting and in deviation from the pre-emptive subscription right of the shareholders. Based on the
adjusted conversion price of EUR 2.44, the maximum number of new shares which may be issued by the Group on the conversion of the bonds
is 307.3 million shares, representing 8.4% of the Group’s total number of shares at December 31, 2014, excluding the shares owned by the
Group. The right to convert the bonds into shares commenced on December 6, 2012 and ends on October 18, 2017. On March 15, 2013 EUR
0.1 million of the bond was converted into shares resulting in the issuance of 38 290 shares.
On September 23, 2013 the Group issued three EUR 500 million tranches of convertible bonds to Microsoft based on an authorization to issue
shares and special rights entitling to shares granted by the Annual General Meeting on May 7, 2013 and terminated by a resolution in the Annual
General Meeting on June 17, 2014. The maximum number of shares which might have been issued by the Group on conversion of these bonds,
based on the initial conversion price of each tranche, was approximately 367.5 million. At the closing of the Sale of the D&S Business, these
bonds were redeemed and the principal amount and accrued interest netted against the proceeds from the transaction.
At December 31, 2014 the Board of Directors had no other authorizations to issue shares, convertible bonds, warrants or stock options.
Other authorizations
At the Annual General Meeting held on May 7, 2013, the shareholders authorized the Board of Directors to repurchase a maximum of
370 million Nokia shares using funds in the unrestricted equity. The Group did not repurchase any shares on the basis of this authorization.
The authorization that would have been effective until June 30, 2014 was terminated by the resolution of the Annual General Meeting on
June 17, 2014.
At the Annual General Meeting held on June 17, 2014 the shareholders authorized the Board of Directors to repurchase a maximum of
370 million Nokia shares. The amount corresponds to less than 10% of the total number of Nokia shares. The shares may be repurchased in
order to develop the capital structure of the Parent Company and are expected to be cancelled. In addition, the shares may be repurchased
in order to finance or carry out acquisitions or other arrangements, to settle the Parent Company’s equity-based incentive plans, or to be
transferred for other purposes. The authorization is effective until December 17, 2015. The Board of Directors decided on June 18, 2014 under
the authorization granted by the Annual General Meeting to commence share repurchases. The Board of Directors decided to repurchase a
maximum of 370 million shares, up to an equivalent of EUR 1.25 billion. At December 31, 2014 the Group had repurchased 66 903 682 shares.
On January 29, 2015 the Group announced that the Board of Directors had decided to cancel these treasury shares. The cancellation of the
shares does not have an impact on the Parent Company’s share capital.
164
NOKIA IN 2014
Authorizations proposed to the Annual General Meeting 2015
On January 29, 2015 the Group announced that the Board of Directors will propose to the Annual General Meeting convening on May 5, 2015
to authorize the Board of Directors to resolve to repurchase a maximum of 365 million Nokia shares. The proposed maximum number of shares
that may be repurchased corresponds to fewer than 10% of the total number of Nokia shares. The shares may be repurchased in order to
optimize the capital structure of the Parent Company and are expected to be cancelled. In addition, the shares may be repurchased in order to
finance or carry out acquisitions or other arrangements, to settle the Parent Company’s equity-based incentive plans, or to be transferred for
other purposes. The shares may be repurchased either through a tender offer made to all shareholders on equal terms, or in another proportion
than that of the current shareholders. The authorization is effective until November 5, 2016 and terminates the current authorization granted
by the Annual General Meeting on June 17, 2014.
The Group announced on January 29, 2015 that the Board of Directors will propose to the Annual General Meeting on May 5, 2015 that the
shareholders authorize the Board of Directors to issue a maximum of 730 million shares through the issuance of shares or special rights
entitling to shares in one or more issuances. The Board of Directors may issue either new shares or treasury shares held by the Parent Company.
The Board of Directors proposes that the authorization may be used to develop the Parent Company’s capital structure, diversify the
shareholder base, finance or carry out acquisitions or other arrangements, settle the Parent Company’s equity-based incentive plans, or for
other purposes resolved by the Board of Directors. The proposed authorization includes the right for the Board of Directors to decide on all
the terms and conditions of the issuance of shares and special rights entitling to shares, including issuance in deviation from the shareholders’
pre-emptive rights. The authorization would be effective until November 5, 2016 and terminate the current authorization granted by the
Annual General Meeting on June 17, 2014.
25. Share-based payment
The Group has several equity-based incentive programs for employees. The plans include performance share plans, restricted share plans,
employee share purchase plans, and stock option plans. Both executives and employees participate in these programs. In 2011 to 2013 of
the years presented, Nokia global equity-based incentive programs have been offered to the employees of Devices & Services, Group Common
Functions, HERE and Nokia Technologies. In 2014, the employees of Nokia Networks were included in the equity grants following the changes
in the Group. The equity-based incentive grants are generally conditional on continued employment as well as fulfillment of the performance,
service and other conditions determined in the relevant plan rules. The share-based payment expense for all equity-based incentive grants for
Continuing operations amounts to EUR 65 million (EUR 42 million in 2013 and EUR 11 million in 2012). The share-based payment expense for all
equity-based incentive grants related to Discontinued operations was EUR 8 million for 2014 (EUR 15 million in 2013 and EUR 1 million in 2012).
Performance shares
In 2014, the Group administered four global performance share plans, the Performance Share Plans of 2011, 2012, 2013 and 2014. The
performance shares represent a commitment by the Group to deliver Nokia shares to employees at a future point in time, subject to the
fulfillment of predetermined performance criteria.
In the Performance Share Plan 2014 Plan, performance shares were granted under two sets of performance criteria defined specifically for
the separate business units and a minimum payout amount guarantee was introduced. The number of performance shares at threshold is
the amount of performance shares granted to an individual that will be settled if the threshold performance with respect to the performance
criteria is achieved. As a result of the minimum payout amount introduced in the 2014 plan, at the end of the performance period the number
of shares to be settled following the restriction period will start at a minimum of 50% of the amount at threshold. Any additional payout beyond
the minimum amount will be determined based on the financial performance against the established performance criteria during the two-year
performance period. At maximum performance, the settlement amounts to four times the amount at threshold.
Global performance share plans at December 31, 2014 are:
Plan
2011
2012
2013
2014
Performance shares
outstanding at threshold
–
–
1 822 432
6 794 601
Confirmed payout
(% of threshold)
0%, no settlement
0%, no settlement
173%
Performance period
2011-2013
2012-2013
2013-2014
2014-2015
Restriction period
N/A
2014
2015
2016
Settlement year
2014
2015
2016
2017
The 2013 Plan performance criteria were modified in 2014 to align performance measures to the Continuing operations following the Sale
of the D&S Business. The payout factor based on the modified performance criteria for the 2013 plan is 173% of the amount outstanding
at threshold.
NOKIA IN 2014
165
Financial statements
Notes to consolidated financial statements continued
Performance criteria for the year ended December 31, 2014:
Performance criteria for 2014 plan
Nokia Group employees
(excluding HERE)
HERE employees
Threshold performance
Maximum performance
Weight
Average annual non-IFRS(1) net sales (Nokia Group)
Average annual diluted non-IFRS(1) EPS (Nokia Group)
Average annual non-IFRS(1) net sales (HERE)
Average annual non-IFRS(1) operating profit (HERE)
Average annual diluted non-IFRS(1) EPS (Nokia Group)
EURm 11 135
EUR 0.11
EURm 950
EURm 0
EUR 0.11
EURm 15 065
EUR 0.38
EURm 1 150
EURm 130
EUR 0.38
50%
50%
50%
25%
25%
(1) Non-IFRS measures exclude all material special items for all periods. In addition, non-IFRS results exclude intangible asset amortization and other purchase price accounting-related items arising from
business acquisitions.
Until the shares are delivered, the participants do not have any shareholder rights, such as voting or dividend rights, associated with the
performance shares. The performance share grants are generally forfeited if the employment relationship with the Group terminates prior
to vesting. Unvested performance shares for employees who have transferred to Microsoft following the Sale of the D&S Business have
been forfeited.
Restricted shares
In 2014, the Group administered four global restricted share plans, the Restricted Share Plan 2011, 2012, 2013 and 2014. From 2014,
restricted shares have been granted on a more selective basis than in previous years: only for exceptional retention and recruitment purposes
to ensure the Group is able to retain and recruit talent critical to its future success. All of the Group’s restricted share plans have a restriction
period of three years after grant. Until the shares are delivered, the participants do not have any shareholder rights, such as voting or dividend
rights, associated with the restricted shares. The restricted share grants are generally forfeited if the employment relationship with the Group
terminates prior to vesting. Unvested restricted shares for employees who have transferred to Microsoft following the Sale of the D&S Business
have been forfeited.
Active share-based payment plans by instrument
Performance shares outstanding at threshold(1)
Restricted shares outstanding(1)
Performance shares
at threshold
Weighted average grant
date fair value
EUR(2)
Restricted
shares outstanding
Weighted average grant
date fair value
EUR(2)
At January 1, 2012
Granted
Forfeited
Vested
At December 31, 2012
Granted
Forfeited
Vested
At December 31, 2013
Granted
Forfeited
Vested
At December 31, 2014(3)
7 582 534
5 785 875
(2 718 208)
(2 076 116)
8 574 085
6 696 241
(1 512 710)
(2 767 412)
10 990 204
6 967 365
(9 338 036)
(2 500)
8 617 033
1.33
2.96
6.07
16 586 091
12 999 131
(4 580 182)
(1 324 508)
23 680 532
12 347 931
(3 490 913)
(2 180 700)
30 356 850
1 013 466
(19 546 605)
(4 228 306)
7 595 405
1.76
3.05
5.62
(1) Includes performance and restricted shares granted under other than global equity plans.
(2) The fair values of performance and restricted shares are estimated based on the grant date market price of the Nokia share less the present value of dividends expected to be paid during the
vesting period.
(3) Includes 249 943 restricted shares granted in the fourth quarter of 2011 under Restricted Share Plan 2011 that vested on January 1, 2015.
Employee share purchase plan
In 2014 and 2013, the Group offered a voluntary Employee Share Purchase Plan to employees working for the Devices & Services business,
HERE, Nokia Technologies and Group Common Functions. Under the 2014 plan, employees make contributions from their salary to purchase
Nokia shares on a monthly basis during a 12-month savings period. One matching share is issued for every two purchased shares the employee
still holds after the last monthly purchase has been made in June 2015. In 2014,133 341 matching shares were issued as settlement to the
participants of the Employee Share Purchase Plan 2013. Employees participating in the 2013 Plan who have transferred to Microsoft following
the Sale of the D&S Business have received a cash settlement in 2014 for their accrued share purchases under the 2013 Plan.
166
NOKIA IN 2014
Legacy equity compensation programs
Stock options
In 2014, the Group administered two global stock option plans, the Stock Option Plans 2007 and 2011, approved by the shareholders at the
Annual General Meeting in the year when the plan was launched. In 2014, the Board of Directors decided not to propose adoption of a stock
option plan to the Annual General Meeting and no new grants were offered.
Each stock option entitles the holder to subscribe for one new Nokia share. The stock options are not transferable and may be exercised for
shares only. Shares will be eligible for dividends for the financial year in which the share subscription takes place. Other shareholder rights will
commence on the date on which the subscribed shares are entered in the Trade Register. The stock option grants are generally forfeited if the
employment relationship with the Group is terminated. Unvested stock options for employees who have transferred to Microsoft following the
Sale of the D&S Business have been forfeited.
The reconciliation of stock options outstanding and exercisable is as follows:
Shares under option(1)
At January 1, 2012
Granted
Exercised
Forfeited
Expired
At December 31, 2012
Granted
Forfeited
Expired
At December 31, 2013
Exercised
Forfeited
Expired
At December 31, 2014
Weighted
average exercise
price
EUR
Weighted
average share
price
EUR
Weighted
average grant
date fair
value
EUR(2)
0.76
1.23
2.08
6.69
9.07
2.32
0.97
6.60
15.26
5.95
2.77
4.06
14.78
4.47
5.75
3.39
9.94
4.81
Number
of shares
23 390 030
10 258 400
(627)
(4 246 222)
(3 555 213)
25 846 368
8 334 200
(3 705 512)
(2 474 864)
28 000 192
(56 623)
(16 839 593)
(3 759 953)
7 344 023
Number of
options
exercisable
Weighted
average exercise
price
EUR
6 904 331
14.01
5 616 112
11.96
4 339 341
9.66
1 913 537
10.43
(1) Includes stock options granted under other than global equity plans, excluding the Nokia Networks equity incentive plan.
(2) Fair value of stock options is calculated using the Black-Scholes model.
Nokia Networks Equity Incentive Plan
Nokia Networks established the Nokia Networks Equity Incentive Plan (“the Plan”), a share-based incentive program in 2012 under which options
for Nokia Solutions and Networks B.V. shares were granted to selected key employees and Nokia Networks’ senior management, some of whom
became members of the Nokia Group Leadership Team in 2014. Following the Group’s acquisition of Siemens’ stake in Nokia Networks and the
Sale of the D&S Business, the Board of Directors approved a modification to the Plan on February 14, 2014 to allow 30% of the options to vest
on the third anniversary of the grant date, with the remainder of the options continuing to become exercisable on the fourth anniversary of the
grant date, or earlier, in the event of a corporate transaction as defined in the Plan. The exercise price of the options is based on a per share
value on grant as determined for the purposes of the Plan. The options are accounted for as a cash-settled share-based payment liability based
on the circumstances at December 31, 2014. The fair value of the liability is determined based on the estimated fair value of shares less the
exercise price of the options on the reporting date. The total carrying amount of the Plan is EUR 80 million (EUR 41 million in 2013) and is
included in accrued expenses and other liabilities in the consolidated statement of financial position.
NOKIA IN 2014
167
Financial statements
Notes to consolidated financial statements continued
26. Translation differences
EURm
At January 1, 2012
Exchange differences on translating
foreign operations
Transfer to income statement
Net investment hedging losses
Movements attributable to non-controlling
interests
At December 31, 2012
Exchange differences on translating
foreign operations
Net investment hedging gains
Acquisition of non-controlling interests
Movements attributable to non-controlling
interests
At December 31, 2013
Exchange differences on translating
foreign operations
Transfer to income statement(1)
Net investment hedging (losses)/gains
Transfer to income statement(1)
Movements attributable to non-controlling
interests
At December 31, 2014
Translation differences
Net investment hedging
Total
Gross
918
42
(1)
–
2
961
(496)
–
42
28
535
628
192
–
–
(7)
1 348
Tax
4
(1)
–
–
–
3
–
–
–
–
3
–
–
–
–
–
3
Net
922
41
(1)
–
2
964
(496)
–
42
28
538
628
192
–
–
(7)
1 351
Gross
(211)
–
–
(58)
–
(269)
–
114
–
–
(155)
–
–
(187)
20
–
(322)
Tax
60
–
–
(9)
–
51
–
–
–
–
51
–
–
34
(15)
–
70
Net
(151)
Gross
707
–
–
(67)
–
(218)
–
114
–
–
(104)
–
–
(153)
5
–
(252)
42
(1)
(58)
2
692
(496)
114
42
28
380
628
192
(187)
20
(7)
1 026
Tax
64
(1)
–
(9)
–
54
–
–
–
–
54
–
–
34
(15)
–
73
Net
771
41
(1)
(67)
2
746
(496)
114
42
28
434
628
192
(153)
5
(7)
1 099
(1) Reclassified from other comprehensive income to the consolidated income statement primarily due to the Sale of the D&S Business.
168
NOKIA IN 2014
27. Fair value and other reserves
EURm
At January 1, 2012
Pension remeasurements:
Remeasurements of defined benefit plans
Cash flow hedges:
Net fair value (losses)/gains
Transfer of losses to income statement as adjustment to
net sales
Transfer of gains to income statement as adjustment to
cost of sales
Available-for-sale Investments:
Net fair value gains
Transfer to income statement on impairment
Transfer to income statement on disposal
Movements attributable to non-controlling interests
At December 31, 2012
Pension remeasurements:
Transfer to Discontinued operations(1)
Remeasurements of defined benefit plans
Cash flow hedges:
Transfer to Discontinued operations(1)
Net fair value gains
Transfer of gains to income statement as adjustment to
net sales
Transfer of gains to income statement as adjustment to
cost of sales
Available-for-sale Investments:
Net fair value gains
Transfer to income statement on impairment
Transfer to income statement on disposal
Acquisition of non-controlling interests
Movements attributable to non-controlling interests
At December 31, 2013
Pension remeasurements:
Remeasurements of defined benefit plans
Cash flow hedges:
Net fair value losses
Transfer of (gains)/losses to income statement as
adjustment to net sales
Available-for-sale Investments:
Net fair value gains/(losses)
Transfer to income statement on impairment
Transfer to income statement on disposal
At December 31, 2014
Pension remeasurements
Hedging reserve
Available-for-sale
investments
Total
Gross
(2)
Tax
1
Net
Gross
Tax
(1)
78
(21)
Net
57
Gross
96
Tax
1
Net
97
Gross
172
Tax
Net
(19) 153
(228)
22 (206)
(228)
22
(206)
(25)
21
(4)
(25)
21
(4)
390
390
(406)
(406)
32
24
(21)
83
(147)
(4)
19
79
(128)
(47)
(10)
(47)
(10) 131
–
31
114
(11)
20
(6) 108
1
33
24
(21)
2
133
48
124
48
124
(130)
(130)
(23)
(23)
(63)
(28)
(93)
3
3
8
(60)
(25)
(85)
44
(6)
47
44
(6)
47
–
139
5
(95)
(1)
139
5
(95)
(1)
179
2
181
390
(406)
32
24
(21)
36
(26)
31
114
48
124
(130)
(23)
139
5
(95)
(20)
(34)
133
–
–
390
(406)
1
–
–
(4)
21
33
24
(21)
32
(5)
(11)
20
(6) 108
–
–
–
–
–
–
–
3
3
10
48
124
(130)
(23)
139
5
(95)
(17)
(31)
143
(290) 101 (189)
(290) 101 (189)
(20)
(5)
(25)
(20)
(5)
(25)
(25)
5
(20)
(25)
5
(20)
(383) 109 (274)
2
–
2
121
15
(29)
286
(4) 117
15
(29)
(2) 284
(4) 117
121
15
–
15
(29)
(29)
–
12
(95) 107
(1) Movements in 2014 and 2013 after transfer to Discontinued operations represent movements for Continuing operations. The balance at December 31, 2013 represents the balance for
Continuing operations.
The Group has defined benefit pension plans. Actuarial gains and losses arising from experience adjustments and changes in actuarial
assumptions for these defined benefit plans are charged or credited to the pension remeasurements reserve. Refer to Note 1, Accounting
principles, and Note 8, Pensions.
The Group applies hedge accounting on certain forward foreign exchange contracts that are designated as cash flow hedges. The change in fair
value that reflects the change in spot exchange rates is deferred to the hedging reserve to the extent that the hedge is effective. Refer to Note
1, Accounting principles.
The Group invests a portion of cash needed to cover the projected cash needs of its ongoing business operations in highly liquid,
interest-bearing investments and certain equity instruments. Changes in the fair value of these available-for-sale investments are recognized
in the fair value and other reserves as part of other comprehensive income, with the exception of interest calculated using the effective interest
method and foreign exchange gains and losses on current available-for-sale investments recognized directly in the consolidated income
statement. Refer to Note 1, Accounting principles.
NOKIA IN 2014
169
Financial statements Notes to consolidated financial statements continued
28. Provisions
EURm
Continuing operations
At January 1, 2013
Transfer to liabilities of disposal groups held for sale(2)
Translation differences
Reclassification(3)
Additional provisions
Changes in estimates
Charged to income statement
Utilized during year
At December 31, 2013
Translation differences
Reclassification(4)
Additional provisions
Changes in estimates
Charged to income statement
Utilized during year
At December 31, 2014
Restructuring
Divestment
related
Warranty
Project
losses
Litigation
and IPR
infringements(1)
Material
liability
Other
Total
747
(165)
(2)
25
283
(63)
220
(382)
443
2
7
116
(56)
60
(265)
247
–
–
–
–
–
–
–
–
–
–
94
72
(5)
67
(24)
137
407
(333)
(2)
–
65
(12)
53
(31)
94
3
–
70
(10)
60
(40)
117
149
–
–
–
170
(57)
113
(110)
152
–
17
64
(30)
34
(96)
107
421
(371)
(4)
–
28
(1)
27
(3)
70
(1)
(7)
15
(6)
9
(3)
68
242
(207)
–
–
6
(6)
–
(16)
19
–
–
28
(9)
19
(14)
24
326
(214)
(6)
–
79
(13)
66
(28)
144
3
(17)
87
(15)
72
(29)
173
2 292
(1 290)
(14)
25
631
(152)
479
(570)
922
7
94
452
(131)
321
(471)
873
(1) Litigation provisions have been reclassified from other to litigation and IPR infringements provisions in 2014 and reclassified in 2013 for comparability purposes.
(2) Provision balances before movements during the year.
(3) Consists of a reclassification from accrued expenses for the settlement of remaining claims with Adtran Inc. related to assets and liabilities transferred in connection with the sale of the fixed line
broadband access business.
(4) The reclassification from other provisions consists of EUR 17 million to project losses relating to a settlement agreement with a customer. The reclassification from litigation and IPR infringements
consists of EUR 7 million to restructuring. The reclassification of EUR 94 million is from accrued expenses to divestment-related provisions.
The restructuring provision includes EUR 247 million (EUR 437 million in 2013) relating to restructuring activities in Nokia Networks including
personnel and other restructuring-related costs, such as real estate exit costs. The majority of restructuring-related outflows is expected to
occur over the next two years. Restructuring and other associated expenses incurred by Nokia Networks totaled EUR 57 million (EUR 570 million
in 2013) including mainly personnel-related expenses and expenses arising from country and contract exits based on Nokia Networks’ strategy
that focuses on key markets and product segments and costs incurred in connection with the divestments of businesses.
Divestment-related provisions relate to the Sale of the D&S Business and include certain liabilities for which the Group is required to indemnify
Microsoft. Outflows related to the indemnifications are inherently uncertain.
The warranty provisions relate to products sold. Outflows of warranty provisions are generally expected to occur within the next 18 months.
Provisions for project losses relate to Nokia Networks’ onerous contracts. Utilization of provisions for project losses is generally expected to
occur over the next 12 months.
The litigation and IPR infringements provisions include estimated potential future settlements for litigation and asserted past IPR infringements.
Outflows related to the litigation and IPR infringements provisions are inherently uncertain and generally occur over several periods.
The material liability provision relates to non-cancellable purchase commitments with suppliers. Outflows are expected to occur over the next
12 months.
Other provisions include provisions for various contractual obligations and other obligations. Outflows related to other provisions are generally
expected to occur over the next two years.
Legal matters
A number of Group companies are and will likely continue to be subject to various legal proceedings and investigations that arise from time to
time, including proceedings regarding intellectual property, product liability, sales and marketing practices, commercial disputes, employment,
and wrongful discharge, antitrust, securities, health and safety, environmental, tax, international trade and privacy matters. As a result, the
Group may incur substantial costs that may not be covered by insurance and could affect business and reputation. While management does not
expect any of these legal proceedings to have a material adverse effect on the Group’s financial position, litigation is inherently unpredictable
and the Group may in the future incur judgments or enter into settlements that could have a material adverse effect on its results of operations
and cash flows.
Litigation and proceedings
Beijing Capital
In 2010, Beijing Capital Co., Ltd. (“Beijing Capital”), a former shareholder in a Chinese joint venture, Nokia Capital Telecommunications Ltd.,
initiated an arbitration against Nokia China Investment Co., Ltd. (“Nokia China”) in respect of dividends it claims are owed. The Group disputes
that dividends are owed to Beijing Capital or otherwise payable by Nokia China. A hearing on the case was held in June 2014 and a judgment is
expected in 2015.
170
NOKIA IN 2014
Irish Broadband
In 2010, the Imagine group (IBB Internet Services & Irish Broadband Internet Services trading as Imagine Networks) (“IBB”) served a claim
in the commercial court of Ireland for breach of contract and tort against Motorola Limited. The claim was later amended to add Imagine
Communications Group as an additional plaintiff. In 2011, Nokia Siemens Networks acquired certain assets and liabilities including this matter
from Motorola Solutions Inc. (“Motorola”). Among other things, IBB claims that WiMax network equipment purchased from Motorola failed
to perform as promised. The Group disputes these allegations. The case is still in the discovery phase and no date for trial has been set.
Vertu
Vertu was a United Kingdom-based business division of the Group that specialized in the provision of luxury mobile phones. The Group divested
the Vertu business to Crown Bidco Ltd in 2013. In April 2014, Crown Bidco Ltd served a claim in the commercial court in London alleging breach
of contract in relation to the transfer of IT assets and breach of warranties under the sale agreement. The Group disputes these allegations.
The time set for the trial is January 2016.
Pars Iratel
In March 2005, Pars Iratel was contracted as a general contractor to the Mobile Communications Company of Iran (“MCCI”) to deliver and
implement part of a network expansion in Iran. The Group provided equipment and certain services to Pars Iratel. Pars Iratel became liable
for damages to MCCI and suffered other losses. Pars Iratel owes the Group for some of the equipment and services provided and has made
claims against the Group for losses it claims to have suffered. On November 18, 2010 Nokia Siemens Tietoliikenne Oy (“NSTL”) commenced
ICC arbitration against Pars Iratel. The matter was heard in Zurich in August 2013. The parties are awaiting the award of the Arbitrator.
Intellectual property rights litigation
HTC
In 2012, the Group commenced patent infringement proceedings against HTC in relation to 21 non-essential patents in Germany in the district
courts of Mannheim, Munich and Düsseldorf, in relation to nine non-essential patents in the ITC in Washington DC, and 18 non-essential patents
in the United States district court for the district of Delaware. In response, HTC filed nullity actions with the Federal Patent Court in Munich,
commenced revocation proceedings against 18 of the Group’s non-essential patents in the United Kingdom High Court, and filed an action
for patent infringement in respect of one non-essential patent against Nokia GmbH in the district court of Mannheim and against Nokia Oyj in
the district court of Munich. S3 Graphics Co. Ltd, a subsidiary of HTC, also filed actions for patent infringement in respect of one non-essential
patent against Nokia GmbH in the district court of Mannheim and Nokia Oyj in the district court of Düsseldorf. HTC commenced, then later
withdrew, an arbitration in the UK claiming that some of the patents asserted by the Group against HTC were licensed under an essential
patent license.
Subsequently, the Group filed further counter-infringement actions in relation to HTC’s UK revocation actions, brought further infringement
proceedings against HTC in relation to eight non-essential patents in the district courts of Mannheim, Munich and Düsseldorf, three
non-essential patents in the court of Paris, France, two non-essential patents in the regional court of the Hague, the Netherlands, two
non-essential patents in the court of Rome, Italy, and four non-essential patents in the Tokyo district court, in Japan. The Group also
commenced patent infringement proceedings against HTC in respect of seven non-essential patents in the ITC in Washington DC, the
United States and ten non-essential patents in the United States district court for the southern district of California.
The Group was awarded injunctions against HTC in respect of a power control patent and patent enabling modern mobile devices to work in
older networks by the district court of Mannheim, a USB functionality patent and a patent enabling the transfer of network resource information
between mobile devices by the district court of Munich. The United Kingdom high court found that the Group’s patent relating to a modulator
structure was valid and infringed by HTC in October 2013 and awarded an injunction. In its initial determination in September 2013, the ITC
found that HTC had violated two patents which cover improvements to radio receivers and transmitters. The Tokyo district court gave a
judgment in default against HTC in respect of a calendar display patent. The first two of S3’ and HTC’s actions were dismissed by the district
court of Mannheim. On February 7, 2014 the parties settled all pending patent litigation between them and entered into a patent and
technology collaboration agreement. HTC will make payments to the Group and the collaboration will involve HTC’s LTE patent portfolio.
The full terms of the agreement are confidential.
Samsung
In 2013, the Group and Samsung agreed to extend their existing patent license agreement for five years from December 31, 2013. According to
the agreement, Samsung will pay additional compensation to the Group from January 1, 2014. The amount of this compensation will be finally
settled in a binding arbitration.
29. Accrued expenses, deferred revenue and other liabilities
Non-current liabilities
EURm
Continuing operations
Deferred IPR revenue(1)
Defined benefit pension obligation (Note 8)
Other
Total
2014
1 573
530
94
2 197
(1) In 2014, includes a prepayment of EUR 1 390 million relating to a ten-year mutual patent license agreement with Microsoft. Refer to Note 3, Disposals treated as discontinued operations.
NOKIA IN 2014
2013
332
237
61
630
171
Financial statements Notes to consolidated financial statements continued
Current liabilities
EURm
Continuing operations
Advance payments(1)
Deferred revenue(1)
Salaries and wages
Social security, VAT and other indirect taxes
Expenses related to customer projects
Other
Total
2014
869
960
807
282
202
512
3 632
2013
572
604
710
312
234
601
3 033
(1) Advance payments and deferred revenue are presented separately in 2014 and have been separated in 2013 to conform with the current year presentation. EUR 13 million has been reclassified from
other to deferred revenue in the 2013 comparative.
Other accruals include accrued discounts, royalties, research and development expenses, marketing expenses and interest expenses, as well as
various amounts which are individually insignificant.
30. Commitments and contingencies
EURm
Collateral for own commitments
Assets pledged
Contingent liabilities on behalf of Group companies
Other guarantees(1)
Contingent liabilities on behalf of associated companies
Financial guarantees on behalf of associated companies
Contingent liabilities on behalf of other companies
Financial guarantees on behalf of third parties(2)
Other guarantees(1)
Financing commitments
Customer finance commitments(2)
Venture fund commitments
2014
10
673
13
6
165
155
274
2013
38
743
16
12
102
25
215
(1) Certain rental guarantees are excluded from other guarantees in 2014 and excluded from other guarantees in 2013 for comparability purposes.
(2) Refer to Note 35, Risk management.
The amounts represent the maximum principal amount for commitments and contingencies.
Other guarantees on behalf of Group companies include commercial guarantees of EUR 465 million (EUR 463 million in 2013) provided to
certain Nokia Networks’ customers in the form of bank guarantees or corporate guarantees. These instruments entitle the customer to claim
compensation from the Group for the non-performance of its obligations under network infrastructure supply agreements. Depending on the
nature of the guarantee, compensation is either payable on demand or subject to verification of non-performance.
Contingent liabilities on behalf of other companies are EUR 165 million (EUR 102 million in 2013). The increase is mainly due to the transfer of
guarantees in connection with the disposal of certain businesses where contractual risks and revenues have been transferred but some of the
commercial guarantees remain to be re-assigned legally.
Customer financing commitments of EUR 155 million (EUR 25 million in 2013) are available under loan facilities negotiated mainly with Nokia
Networks’ customers. Availability of the facility is dependent on the borrower’s continuing compliance with the agreed financial and operational
covenants and compliance with other administrative terms of the facility. The loan facilities are primarily available to fund capital expenditure
relating to purchases of network infrastructure equipment and services.
Venture fund commitments of EUR 274 million (EUR 215 million in 2013) are financing commitments to a number of funds making
technology-related investments. As a limited partner in these funds, the Group is committed to capital contributions and entitled to cash
distributions according to the respective partnership agreements and underlying fund activities.
172
NOKIA IN 2014
31. Contractual obligations
Payments due for contractual obligations for Continuing operations at December 31, 2014 by due date are:
EURm
Continuing operations
Long-term liabilities(1)
Purchase obligations(2)
Operating leases(3)
Total
Within
1 year
1 to 3
years
3 to 5
years
More than
5 years
1
832
133
966
735
116
164
1 015
1 421
9
103
1 533
514
–
142
656
Total
2 671
957
542
4 170
(1) Includes current maturities. Refer to Note 35, Risk management.
(2) Includes inventory purchase obligations, service agreements and outsourcing arrangements.
(3) Includes leasing costs for office, manufacturing and warehouse space under various non-cancellable operating leases. Certain contracts contain renewal options for various periods of time.
Benefit payments for under-funded defined benefit plans have been excluded as they are not expected to be material in any given period in the
future. Refer to Note 8, Pensions.
32. Notes to the consolidated statement of cash flows
EURm
Adjustments for(1)
Depreciation and amortization
(Profit)/loss on sale of property, plant and equipment
and available-for-sale investments
Income tax (benefit)/expense
Share of results of associated companies (Note 18)
Non-controlling interests
Financial income and expenses
Transfer from hedging reserve to sales and cost of sales
Impairment charges
Gain on the Sale of the D&S Business
Asset retirements
Share-based payment
Restructuring related charges(2)
Other income and expenses
Total
Change in net working capital
Decrease in short-term receivables
(Increase)/decrease in inventories
Increase/(decrease) in interest-free short-term liabilities
Total
2014
297
(56)
(1 281)
12
14
600
(10)
1 335
(3 386)
8
37
115
67
(2 248)
115
(462)
1 500
1 153
2013
728
40
401
(4)
(124)
264
(87)
20
–
24
56
446
25
1 789
1 655
193
(2 793)
(945)
2012
1 326
(131)
1 145
1
(681)
333
(16)
109
–
31
13
1 659
52
3 841
2 118
707
(2 706)
119
(1) Adjustments for Continuing and Discontinued operations. Refer to Note 3, Disposals treated as discontinued operations.
(2) The adjustments for restructuring-related charges represent the non-cash portion of the restructuring-related charges recognized in the consolidated income statement.
In 2014, the convertible bonds issued to Microsoft in 2013 have been netted against the proceeds from the Sale of the D&S Business.
The Group did not engage in any material non-cash investing activities in 2013 and 2012.
NOKIA IN 2014
173
Financial statements Notes to consolidated financial statements continued
33. Principal Group companies
The Group’s significant subsidiaries at December 31, 2014 are:
Company name
Nokia Solutions and Networks B.V.
Nokia Solutions and Networks Oy
Nokia Solutions and Networks US LLC
Nokia Solutions and Networks Japan
Corp.
Nokia Solutions and Networks India
Private Limited
Nokia Solutions and Networks System
Country of incorporation
and place of business
The Hague, Netherlands
Helsinki, Finland
Delaware, USA
Primary nature of business
Holding company
Sales and manufacturing company
Sales company
Parent holding
%
–
–
–
Group ownership
interest
%
100.0
100.0
100.0
Tokyo, Japan
Sales company
New Delhi, India
Sales and manufacturing company
Technology (Beijing) Co., Ltd.
Beijing, China
Sales company
Nokia Solutions and Networks Branch
Operations Oy
Nokia Solutions and Networks Korea Ltd.
Nokia Solutions and Networks do Brasil
Telecomunicações Ltda.
Nokia Solutions and Networks
Technology Service Co., Ltd.
HERE Holding Corporation
HERE Global B.V.
HERE Europe B.V.
HERE North America LLC
HERE Deutschland GmbH
Nokia Finance International B.V.
Nokia Technologies Oy(1)
(1) The company was incorporated on November 26, 2014.
Helsinki, Finland
Seoul, South Korea
Sales company
Sales company
Sao Paolo, Brazil
Sales company
Beijing, China
Delaware, USA
Veldhoven, Netherlands
Veldhoven, Netherlands
Delaware, USA
Berlin, Germany
Haarlem, Netherlands
Helsinki, Finland
Sales company
Holding company
Holding company
Sales and holding company
Sales and development company
Development company
Holding and finance company
Sales and development company
–
–
–
–
–
–
–
–
1.82
–
–
–
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
174
NOKIA IN 2014
34. Related party transactions
The Group has related party transactions with a pension fund, associated companies, and the management and the Board of Directors.
Transactions and balances with companies over which the Group exercises control are eliminated on consolidation. Refer to Note 1,
Accounting principles, and Note 33, Principal Group companies.
Transactions with pension fund
The Group has borrowings amounting to EUR 69 million (EUR 69 million in 2013) from Nokia Unterstützungsgesellschaft GmbH, the Group’s
German pension fund, a separate legal entity. The loan bears interest at the rate of 6% per annum and its duration is pending until further
notice by the loan counterparties who have the right to terminate the loan with a 90-day notice. The loan is included in long-term
interest-bearing liabilities in the consolidated statement of financial position.
Transactions with associated companies
EURm
Share of results of associated companies (expense)/income
Dividend income
Share of shareholders’ equity of associated companies
Sales to associated companies
Purchases from associated companies
Receivables from associated companies
Payables to associated companies
2014
(12)
–
51
1
305
–
35
2013
4
5
53
6
178
–
12
2012
(1)
–
46
12
150
1
32
The Group has guaranteed a loan of EUR 13 million (EUR 16 million in 2013) for an associated company.
Management compensation
The Group announced changes to its leadership in 2013 and 2014 related to the Sale of the D&S Business which was announced on September
3, 2013. The changes in leadership were designed to provide an appropriate corporate governance structure during the interim period following
the announcement of the transaction.
The Chairman of the Board of Directors, Risto Siilasmaa, and the Chief Financial Officer, Timo Ihamuotila, assumed additional responsibilities as
the Interim Chief Executive Officer (“CEO”) and Interim President, respectively, from September 3, 2013 to May 1, 2014 when Rajeev Suri was
appointed the President and CEO of the Group.
The following table presents compensation information for the President and CEO of the Group.
EUR
2014
Rajeev Suri, President and CEO from May 1, 2014
Risto Siilasmaa, Interim CEO from September 3, 2013 to May 1, 2014(2)
Timo Ihamuotila, Interim President from September 3, 2013 to May 1, 2014(3)
2013
Risto Siilasmaa, Interim CEO from September 3, 2013 to May 1, 2014(2)
Timo Ihamuotila, Interim President from September 3, 2013 to May 1, 2014(3)
Stephen Elop, President and CEO until September 3, 2013
2012
Stephen Elop, President and CEO until September 3, 2013
Base salary/
fee(1)
Cash incentive
payments
Share-based
payment
expenses
1 778 105
3 896 308
72 643
Pension
expenses
366 989
191 475
17 000
769 217
12 107
2 903 226
42 500
263 730
1 079 500
–
1 597 496
247 303
666 667
1 126 323
100 000
500 000
150 000
753 911
(1) Base salaries are pro-rated for the time in role. Incentive payments represent full-year incentive payment earned under the Group’s short-term incentive programs. For interim roles, the base salary/fee
is for the role-related responsibilities only.
(2) Represents the value of 200 000 shares awarded as compensation for additional responsibilities, the balance of which was given in shares after deducting associated taxes and social security
contributions.
(3) Includes EUR 100 000 as compensation for additional responsibilities (EUR 150 000 in 2013). Also includes an equity grant with an approximate aggregate grant date value of EUR 250 000 in the
form of Nokia stock options and Nokia restricted shares. These grants are subject to the standard terms and conditions and vesting schedules of the Group’s equity plans. Refer to Note 25,
Share-based payment.
Following the completion of the Sale of the D&S Business, the composition of the Group Leadership Team changed significantly. Total
remuneration awarded to the Group Leadership Team, for their time as members of the Group Leadership Team, is EUR 16 234 381
(EUR 9 710 848 in 2013 and EUR 12 045 471 in 2012), consisting of base salaries, cash incentive payments and severance payments. Total
share-based payment relating to equity-based awards recognized in the consolidated income statement is EUR 25 519 721 (EUR 7 913 633
in 2013 and EUR 3 213 047 in 2012). The Group Leadership Team’s share-based payment expense increased compared with 2013 as a result
of final share-based payments to Stephen Elop and other Group Leadership Team members upon the termination of employment. The expense
was partially offset by movements within the Group Leadership Team resulting in significant forfeitures of granted equity instruments.
The members of the Group Leadership Team participate in the local retirement programs applicable to employees in the country where
they reside.
NOKIA IN 2014
175
Financial statements Notes to consolidated financial statements continued
Board of Directors’ compensation
The annual remuneration structure paid to the members of the Board of Directors, as decided on by the Annual General Meetings in the
respective years:
Risto Siilasmaa, Chairman from May 3, 2012(2)
Dame Marjorie Scardino, Vice Chairman until May 7, 2013
Jouko Karvinen , Vice Chairman from May 7, 2013(3)
Vivek Badrinath(4)
Bruce Brown(5)
Elisabeth Doherty(6)
Henning Kagerman(7)
Helge Lund(7)
Isabel Marey-Semper
Mårten Mickos
Elizabeth Nelson(8)
Kari Stadigh
Dennis Strigl
Total
2014
2013
2012
Gross annual
fee(1)
EUR
440 000
–
175 000
140 000
155 000
140 000
–
–
–
130 000
140 000
130 000
130 000
1 580 000
Shares
received
number
31 186
–
12 403
9 922
10 986
9 922
–
–
–
9 214
9 922
9 214
9 214
Gross annual
fee(1)
EUR
440 000
–
175 000
–
130 000
140 000
155 000
130 000
–
130 000
140 000
130 000
–
1 570 000
Shares
received
number
77 217
–
14 374
–
10 678
11 499
12 731
10 678
–
10 678
11 499
10 678
–
Gross annual
fee(1)
EUR
440 000
150 000
155 000
–
130 000
–
155 000
130 000
140 000
130 000
140 000
130 000
–
1 700 000
Shares
received
number
70 575
24 062
24 860
–
20 850
–
24 860
20 850
22 454
20 850
22 454
20 850
–
(1) Approximately 40% of each Board member’s annual compensation is paid in Nokia shares purchased from the market. The remaining approximately 60% is paid in cash. The Board members do not
participate in any of Nokia’s equity programs or receive any other form of variable compensation for their duties as Board members.
(2) Represents compensation paid for services as the Chairman of the Board. Excludes compensation paid for services as the Interim CEO. Refer to the management compensation section of this note.
(3) Consists of EUR 150 000 for service as Vice Chairman of the Board and EUR 25 000 for services as the Chairman of the Audit Committee.
(4) Consists of EUR 130 000 for services as a member of the Board and EUR 10 000 for service as a member of the Audit Committee.
(5) Consists of EUR 130 000 for services as a member of the Board and EUR 25 000 for service as the Chairman of the Personnel Committee.
(6) Consists of EUR 130 000 for services as a member of the Board and EUR 10 000 for service as a member of the Audit Committee.
(7) Served on the Board until the Annual General Meeting in 2014.
(8) Consists of EUR 130 000 for services as a member of the Board and EUR 10 000 for service as a member of the Audit Committee.
Transactions with the Group Leadership Team and the Board of Directors
No loans have been granted to the members of the Group Leadership Team and the Board of Directors in 2014, 2013 or 2012.
Terms of termination of employment of the President and CEO
The President and CEO, Rajeev Suri, may terminate his service contract at any time with six months’ prior notice. The Group may terminate his
service contract for reasons other than cause at any time with an 18 months’ notice period. If there is a change of control event as defined in
Mr. Suri’s service contract and the service contract is terminated either by the Group without cause, or by him for “good reason”, his outstanding
unvested equity awards may vest pro rata if he is dismissed within 18 months of the change in control event. If before June 30, 2016 a “limited
termination event” takes place, as defined in Mr. Suri’s service contract, he will be entitled to the pro-rated value of his Nokia Networks Equity
Incentive Plan options, should his employment be terminated within six months of such an event taking place.
Termination benefits of the former President and CEO
The former President and CEO, Stephen Elop, received a severance payment of EUR 24.2 million consisting of a base salary and management
incentive of EUR 4.1 million, and equity awards amounting to EUR 20.1 million. According to the terms of the purchase agreement with Microsoft
entered into in connection with the Sale of the D&S Business, 30% of the total severance payment amounting to EUR 7.3 million was borne by
the Group and the remaining 70% was borne by Microsoft.
176
NOKIA IN 2014
35. Risk management
General risk management principles
The Group has a systematic and structured approach to risk management across business operations and processes. Key risks and
opportunities are identified against business targets either in business operations or as an integral part of long- and short-term planning. Key
risks and opportunities are analyzed, managed, monitored and identified as part of business performance management with the support of risk
management personnel. The Group’s overall risk management concept is based on managing the key risks that would prevent the Group from
meeting its objectives, rather than solely focusing on eliminating risks. The principles documented in the Nokia Risk Management Policy, which
is approved by the Audit Committee of the Board of Directors, require risk management and its elements to be integrated into key processes.
One of the main principles is that the business or function head is also the risk owner, although all employees are responsible for identifying,
analyzing and managing risks as appropriate to their roles and duties. Risk management covers strategic, operational, financial and hazard risks.
Key risks and opportunities are reviewed by the Group Leadership Team and the Board of Directors in order to create visibility on business risks
as well as to enable prioritization of risk management activities. In addition to the principles defined in the Nokia Risk Management Policy,
specific risk management implementation is reflected in other key policies.
Financial risks
The objective for treasury activities is to guarantee sufficient funding at all times and to identify, evaluate and manage financial risks. Treasury
activities support this aim by mitigating the adverse effects on the profitability of the underlying business caused by fluctuations in the financial
markets, and by managing the capital structure of the Group by balancing the levels of liquid assets and financial borrowings. Treasury activities
are governed by the Nokia Group Treasury Policy approved by the Group President and CEO which provides principles for overall financial risk
management and determines the allocation of responsibilities for financial risk management activities. Operating procedures approved by the
Group CFO cover specific areas such as foreign exchange risk, interest rate risk, credit and liquidity risk as well as the use of derivative financial
instruments in managing these risks. The Group is risk averse in its treasury activities.
Financial risks are divided into market risk covering foreign exchange risk, interest rate risk and equity price risk; credit risk covering
business-related credit risk and financial credit risk; and liquidity risk.
Market risk
Methodology for assessing market risk exposures: Value-at-Risk
The Group uses the Value-at-Risk (“VaR”) methodology to assess exposures to foreign exchange, interest rate, and equity price risks. The VaR
based methodology provides estimates of potential fair value losses in market risk-sensitive instruments as a result of adverse changes in
specified market factors, at a specified confidence level over a defined holding period. The Group calculates the foreign exchange VaR using
the Monte Carlo method which simulates random values for exchange rates in which the Group has exposures and takes the non-linear price
function of certain foreign exchange derivative instruments into account. The variance-covariance methodology is used to assess and measure
the interest rate risk and equity price risk.
The VaR is determined using volatilities and correlations of rates and prices estimated from a one-year sample of historical market data, at a
95% confidence level, using a one-month holding period. To put more weight on recent market conditions, an exponentially weighted moving
average is performed on the data with an appropriate decay factor. This model implies that within a one-month period, the potential loss will not
exceed the VaR estimate in 95% of possible outcomes. In the remaining 5% of possible outcomes, the potential loss will be at minimum equal to
the VaR figure and, on average, substantially higher. The VaR methodology relies on a number of assumptions such as that risks are measured
under average market conditions, assuming that market risk factors follow normal distributions; future movements in market risk factors follow
estimated historical movements; and the assessed exposures do not change during the holding period. Thus, it is possible that, for any given
month, the potential losses at 95% confidence level are different and could be substantially higher than the estimated VaR.
Foreign exchange risk
The Group operates globally and is exposed to transaction and translation foreign exchange risks. Transaction risk arises from foreign currency
denominated assets and liabilities together with foreign currency denominated future cash flows. Transaction exposures are managed in the
context of various functional currencies of foreign Group companies. The Group’s foreign exchange procedures remain the same as in the
previous year. Material transactional foreign exchange exposures are hedged unless hedging would be uneconomical due to market liquidity
and/or hedging cost. Exposures are defined using transaction nominal values. Exposures are mainly hedged with derivative financial instruments
such as forward foreign exchange contracts and foreign exchange options. The majority of financial instruments hedging foreign exchange risk
have a duration of less than a year. The Group does not hedge forecast foreign currency cash flows beyond two years.
As the Group has entities where the functional currency is other than the euro, the shareholders’ equity is exposed to fluctuations in foreign
exchange rates. Equity changes caused by movements in foreign exchange rates are shown as currency translation differences in the Group’s
consolidated financial statements. The Group may, from time to time, use forward foreign exchange contracts, foreign exchange options and
foreign currency denominated loans to hedge its foreign exchange exposure arising from foreign net investments.
The Group has certain entities where the functional currency is the currency of a hyperinflationary economy. In 2014, the Group recorded
an expense of EUR 17 million, mainly recognized in financial income and expenses, as a result of the Group’s hyperinflationary accounting
assessment for its entity in Venezuela. The impact was not material in 2013 or 2012. Business operations in hyperinflationary economies
carry a risk of future devaluation of monetary assets and liabilities. This risk cannot be hedged.
NOKIA IN 2014
177
Financial statements Notes to consolidated financial statements continued
Currencies that represent a significant portion of the currency mix in outstanding financial instruments at December 31 are as follows:
EURm
USD
JPY
2014
Foreign exchange derivatives used as cash flow hedges, net(1)
Foreign exchange derivatives used as net investment hedges, net(2)
Foreign exchange exposure from statement of financial position items, net(3)
Foreign exchange derivatives not designated in a hedge relationship,
carried at fair value through profit and loss, net(3)
Cross-currency/interest rate hedges
EURm
2013
Foreign exchange derivatives used as cash flow hedges, net(1)
Foreign exchange derivatives used as net investment hedges, net(2)
Foreign exchange exposure from statement of financial position items, net(3)
Foreign exchange derivatives not designated in a hedge relationship,
carried at fair value through profit and loss, net(3)
Cross-currency/interest rate hedges
(198)
(1 808)
(2 272)
1 670
440
USD
(409)
(724)
(217)
(367)
390
(365)
–
224
(272)
–
JPY
(232)
(14)
36
(116)
–
CNY
–
–
325
(371)
–
CNY
–
(358)
(47)
81
–
KRW
–
–
127
(159)
–
KRW
–
(62)
57
(94)
–
(1) Used to hedge the foreign exchange risk from forecasted highly probable cash flows related to sales, purchases and business acquisition activities. In some currencies, especially the U.S. dollar, the
Group has substantial foreign exchange risks in both estimated cash inflows and outflows. The underlying exposures for which these hedges are entered into are not presented in the table as they are
not financial instruments.
(2) Used to hedge the Group’s net investment exposure. The underlying exposures for which these hedges are entered into are not presented in the table as they are not financial instruments.
(3) The statement of financial position items and some probable forecasted cash flows which are denominated in foreign currencies are hedged by a portion of foreign exchange derivatives not designated
in a hedge relationship and carried at fair value through profit and loss.
The VaR figures for the Group’s financial instruments which are sensitive to foreign exchange risks are presented in the table below. The VaR
calculation includes foreign currency denominated monetary financial instruments such as: available-for-sale investments, loans and accounts
receivable, investments at fair value through profit and loss, cash, loans and accounts payable; foreign exchange derivatives carried at fair value
through profit and loss which are not in a hedge relationship and are mostly used to hedge the statement of financial position foreign exchange
exposure; and foreign exchange derivatives designated as forecasted cash flow hedges and net investment hedges. Most of the VaR is caused
by these derivatives as forecasted cash flow and net investment exposures are not financial instruments as defined in IFRS 7, Financial
Instruments: Disclosures, and thus not included in the VaR calculation.
EURm
At December 31
Average for the year
Range for the year
2014
2013
VaR from financial instruments
79
54
30-94
42
114
42-188
178
NOKIA IN 2014
Interest rate risk
The Group is exposed to interest rate risk either through market value fluctuations of the consolidated statement of financial position items
(price risk) or through changes in interest income or expenses (refinancing or reinvestment risk). Interest rate risk mainly arises through
interest-bearing liabilities and assets. Estimated future changes in cash flows and the statement of financial position structure also expose
the Group to interest rate risk. The objective of interest rate risk management is to mitigate the impact of interest rate fluctuations on the
consolidated income statement, cash flow, and financial assets and liabilities whilst taking into consideration the Group’s target capital structure
and the resulting net interest rate exposure.
The interest rate profile of interest-bearing assets and liabilities at December 31 is:
EURm
Assets
Liabilities
Assets and liabilities before derivatives
Interest rate derivatives
Assets and liabilities after derivatives
2014
Fixed rate
3 494
(2 681)
813
552
1 365
Floating rate
4 243
(1)
4 242
(469)
3 773
2013
Fixed rate
4 400
(5 947)
(1 547)
954
(593)
Floating rate
4 739
(630)
4 109
(926)
3 183
The interest rate exposure is monitored and managed centrally. The Group uses the VaR methodology complemented by selective shock
sensitivity analyses to assess and measure the Group’s interest rate exposure comprising the interest rate risk of interest-bearing assets,
interest-bearing liabilities and related derivatives. The VaR for the interest rate exposure in the investment and debt portfolios is presented in
the table below. Sensitivities to credit spreads are not reflected in the below numbers.
EURm
At December 31
Average for the year
Range for the year
2014
31
32
25—54
2013
42
45
20—84
Equity price risk
The Group’s exposure to equity price risk is related to certain publicly listed equity shares. The fair value of these investments is EUR 12 million
(EUR 11 million in 2013). The VaR for the Group’s equity investments in publicly traded companies is insignificant. The private funds where
the Group has investments may, from time to time, have investments in public equity. Such investments have not been included in the
above number.
Other market risk
In certain emerging market countries, there are local exchange control regulations that provide for restrictions on making cross-border transfers
of funds as well as other regulations that impact the Group’s ability to control its net assets in those countries.
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. Credit risk arises
from credit exposures to customers, including outstanding receivables, financial guarantees and committed transactions, as well as financial
institutions, including bank and cash, fixed income and money-market investments, and derivative financial instruments. Credit risk is managed
separately for business-related and financial credit exposures.
Except for the first two items in the following table, the maximum exposure to credit risk is limited to the book value of financial assets as
included in the consolidated statement of financial position:
EURm
Financial guarantees given on behalf of customers and other third parties
Loan commitments given but not used
Outstanding customer finance loans
Total
2014
6
155
1
162
2013
12
25
39
76
NOKIA IN 2014
179
Financial statements
Notes to consolidated financial statements continued
Business-related credit risk
The Group aims to ensure the highest possible quality in accounts receivable and loans due from customers and other third parties. The Nokia
Group Credit Policy, approved by the Group President and CEO, and the related procedures approved by the Group CFO, lay out the framework
for the management of the business-related credit risks. The Credit Policy and related procedures set out that credit decisions are based on
credit evaluation in each business, including credit rating for larger exposures, according to defined rating principles. Material credit exposures
require Group-level approval. Credit risks are monitored in each business and, where appropriate, mitigated with the use of letters of credit,
collateral, insurance, and the sale of selected receivables.
Credit exposure is measured as the total of accounts receivable and loans outstanding due from customers and committed credits. Accounts
receivable do not include any major concentrations of credit risk by customer. The top three customers account for approximately 3.5%,
2.9% and 2.8% (4.0%, 3.6% and 3.3% in 2013) of the Group’s accounts receivable and loans due from customers and other third parties at
December 31, 2014. The top three credit exposures by country account for approximately 18.0%, 7.4% and 5.6% (20.9%, 6.3% and 5.7%
in 2013) of the Group’s accounts receivable and loans due from customers and other third parties at December 31, 2014. The 18.0% credit
exposure relates to accounts receivable in China (20.9% in 2013).
The Group has provided allowances for doubtful accounts on accounts receivable and loans due from customers and other third parties not
past due based on an analysis of debtors’ credit ratings and credit histories. The Group establishes allowances for doubtful accounts that
represent an estimate of expected losses at the end of the reporting period. All receivables and loans due from customers are considered
on an individual basis to determine the allowances for doubtful accounts. The total of accounts receivable and loans due from customers is
EUR 3 432 million (EUR 2 929 million in 2013). The gross carrying amount of accounts receivable, related to customer balances for which
valuation allowances have been recognized, is EUR 1 200 million (EUR 1 075 million in 2013). The allowances for doubtful accounts for these
accounts receivable as well as amounts expected to be uncollectible for acquired receivables are EUR 103 million (EUR 132 million in 2013).
Refer to Note 22, Allowances for doubtful accounts.
Aging of past due receivables not considered to be impaired at December 31 is as follows:
EURm
Past due 1-30 days
Past due 31-180 days
More than 180 days
Total
2014
68
42
35
145
2013
53
43
13
109
Hazard risk
The Group strives to ensure that all financial, reputation and other losses to the Group and its customers are managed through preventive risk
management measures. Insurance is purchased for risks which cannot be internally managed efficiently and where insurance markets offer
acceptable terms and conditions. The objective is to ensure that hazard risks, whether related to physical assets, such as buildings, intellectual
assets, such as the Nokia brand, or potential liabilities, such as product liabilities, are insured optimally taking into account both cost and
retention levels. The Group purchases both annual insurance policies for specific risks as well as multi-line and/or multi-year insurance policies
where available.
180
NOKIA IN 2014
Financial credit risk
Financial instruments contain an element of risk resulting from changes in the market price due to counterparties becoming less creditworthy
or risk of loss due to counterparties being unable to meet their obligations. Financial credit risk is measured and monitored centrally by
Group Treasury. Financial credit risk is managed actively by limiting counterparties to a sufficient number of major banks and financial
institutions, and by monitoring the creditworthiness and the size of exposure continuously. Additionally, the Group enters into netting
arrangements with all major counterparties, which give the Group the right to offset in the event that the counterparty would not be able to
fulfill its obligations. The Group enters into collateral agreements with certain counterparties, which require counterparties to post collateral
against derivative receivables.
Investment decisions are based on strict creditworthiness and maturity criteria as defined in the Treasury-related policies and procedures.
As a result of this investment policy approach and active management of outstanding investment exposures, the Group has not been subject
to any material credit losses in its financial investments in the years presented.
Here is a breakdown of outstanding fixed income and money market investments by sector and credit rating grades ranked as per Moody’s
rating categories at December 31:
EURm
2014
Banks
Governments
Other
Total
2013
Banks
Governments
Other
Total
Rating(1)
Aaa
Aa1-Aa3
A1-A3
Baa1-Baa3
Non-rated
Aaa
Aa1-Aa3
Baa1-Baa3
Aaa
Aa1-Aa3
A1-A3
Baa1-Baa3
Non-rated
Aaa
Aa1-Aa3
A1-A3
Due within
3 months
Due between 3
and 12 months
Due between
1 and 3 years
Due between
3 and 5 years
Due beyond
5 years
Total(2)(3)
1 227
162
587
332
108
130
50
325
556
330
423
421
2 596
881
1 174
26
25
51
795
738
1 281
826
159
405
176
4 380
2
202
357
561
193
39
11
243
1
2
385
88
11
487
111
–
111
1 227
162
917
658
110
1 520
584
11
5 189
795
738
1 281
828
159
911
572
11
5 295
(1) Bank Parent Company ratings are used here for bank groups. In some emerging markets countries, actual bank subsidiary ratings may differ from the Parent Company rating.
(2) Fixed income and money-market investments include term deposits, structured deposits, investments in liquidity funds and investments in fixed income instruments classified as available-for-sale
investments and investments at fair value through profit and loss. Liquidity funds invested solely in government securities are included under Governments. Other liquidity funds are included
under Banks.
(3) Includes EUR 11 million of restricted investments (EUR 39 million in 2013) within fixed income and money-market investments. These are restricted financial assets under various contractual
or legal obligations.
98% (98% in 2013) of the Group’s cash at bank is held with banks of investment grade credit rating.
NOKIA IN 2014
181
Financial statements
Notes to consolidated financial statements continued
Financial assets and liabilities subject to offsetting under enforceable master netting agreements and similar arrangements at December 31 are:
EURm
2014
Derivative assets
Derivative liabilities
Total
2013
Derivative assets
Derivative liabilities
Total
Gross amounts of
financial assets/
(liabilities)
Gross amounts of
financial liabilities/
(assets) set off
in the statement
of financial position
Net amounts of
financial assets/
(liabilities) presented
in the statement of
financial position
Related amounts not set off in the
statement of financial position
Financial instruments
assets/(liabilities)
Cash collateral
received/(pledged)
Net amount
241
(174)
67
191
(35)
156
241
(174)
67
191
(35)
156
124
(124)
–
34
(34)
–
–
–
85
85
66
66
32
(50)
(18)
91
(1)
90
The financial instruments subject to enforceable master netting agreements and similar arrangements are not offset in the consolidated
statement of financial position where there is no intention to settle net or realize the asset and settle the liability simultaneously.
Liquidity risk
Liquidity risk is defined as financial distress or extraordinarily high financing costs arising from a shortage of liquid funds in a situation where
outstanding debt needs to be refinanced or where business conditions unexpectedly deteriorate and require financing. Transactional liquidity
risk is defined as the risk of executing a financial transaction below fair market value or not being able to execute the transaction at all within a
specific period of time. The objective of liquidity risk management is to maintain sufficient liquidity, and to ensure that it is available fast enough
without endangering its value in order to avoid uncertainty related to financial distress at all times.
The Group aims to secure sufficient liquidity at all times through efficient cash management and by investing in short-term liquid
interest-bearing securities. Depending on its overall liquidity position, the Group may pre-finance or refinance upcoming debt maturities before
contractual maturity dates. The transactional liquidity risk is minimized by entering into transactions where proper two-way quotes can be
obtained from the market.
Due to the dynamic nature of the underlying business, the Group aims to maintain flexibility in funding by maintaining committed and
uncommitted credit lines. At December 31, 2014 the Group’s committed revolving credit facilities totaled EUR 1 500 million (EUR 2 250 million
in 2013).
Significant current long-term funding programs at December 31, 2014 are outlined below:
Issuer:
Nokia Corporation
Program:
Issued
Euro Medium-Term Note Program, totaling EUR 5 000 million
EUR 1 750 million
Significant current short-term funding programs at December 31, 2014 are outlined below:
Issuer(s):
Nokia Corporation
Nokia Corporation
Nokia Corporation and Nokia Finance
International B.V.
Nokia Solutions and Networks Finance B.V.
Program:
Local commercial paper program in Finland, totaling EUR 750 million
US Commercial Paper program, totaling USD 4 000 million
Euro Commercial Paper program, totaling USD 4 000 million
Local commercial paper program in Finland, totaling EUR 500 million
Issued
–
–
–
–
182
NOKIA IN 2014
The composition of interest-bearing liabilities at December 31 is:
EURm
Revolving Credit Facility (EUR 1 500 million)
USD Bond 2039 (USD 500 million 6.625%)
USD Bond 2019 (USD 1000 million 5.375%)
EUR Bond 2019 (EUR 500 million 6.75%)
EUR Convertible Bond 2017 (EUR 750 million 5%)
EUR Bond 2014 (EUR 1 250 million 5.5%)
EUR EIB R&D Loan
Prepaid liabilities(1)
Prepaid liabilities(2)
Differences between Bond nominal and carrying values(3)
Other liabilities(4)
Total
Issuer/borrower
Nokia Corporation
Nokia Corporation
Nokia Corporation
Nokia Corporation
Nokia Corporation
Nokia Corporation
Nokia Corporation
Nokia Corporation
Nokia Solutions and Networks
Finance B.V. and Nokia
Solutions and Networks Oy
Nokia Corporation
Nokia Corporation and various
subsidiaries
Final maturity
March 2016
May 2039
May 2019
February 2019
October 2017
February 2014
February 2014
April 2014
June 2014
2014
–
412
824
500
750
–
–
–
–
21
185
2 692
2013
–
364
727
500
750
1 250
500
1 500
958
(182)
295
6 662
(1) On April 25, 2014 the Group completed the Sale of the D&S Business and EUR 500 million 1.125% convertible bonds due September 2018, EUR 500 million 2.5% convertible bonds due September
2019, and EUR 500 million 3.625% convertible bonds due September 2020, all issued by Nokia Corporation to Microsoft, were prepaid and netted against deal proceeds by the amount of principal
and accrued interest.
(2) On June 19, 2014 Nokia Solutions and Networks Finance B.V. redeemed the EUR 450 million 6.75% bonds due April 2018 and the EUR 350 million 7.125% bonds due April 2020. During the second
quarter 2014, Nokia Solutions and Networks Finance B.V. prepaid the EUR 88 million Finnish Pension Loan due October 2015, the EUR 50 million R&D Loan from the European Investment Bank, the
EUR 16 million Loan from the Nordic Investment Bank and cancelled the EUR 750 million Revolving Credit Facility due June 2015.
(3) Includes mainly fair value adjustments for bonds that are designated under fair value hedge accounting and the difference between convertible bond nominal value and carrying value of the financial
liability component.
(4) Includes EUR 8 million (EUR 76 million in 2013) of non-interest-bearing liabilities relating to cash held temporarily due to the divested businesses where Nokia Networks continues to perform services
within a contractually defined scope for a specified timeframe.
Upon completion of the above redemptions and cancellations, Nokia Corporation is the issuer or borrower in all material borrowings. All of these
borrowings are senior unsecured and have no financial covenants.
NOKIA IN 2014
183
Financial statements
Notes to consolidated financial statements continued
The following table presents an undiscounted cash flow analysis for both financial liabilities and financial assets that are presented on the
consolidated statement of financial position, and “off-balance sheet” instruments such as loan commitments, according to their remaining
contractual maturity. The line-by-line analysis does not directly reconcile with the consolidated statement of financial position.
Derivative contracts—receipts
127
17
EURm
2014
Non-current financial assets
Long-term loans receivable
Current financial assets
Current portion of long-term loans receivable
Short-term loans receivable
Investments at fair value through profit and loss
Available-for-sale investments(1)
Bank and cash
Cash flows related to derivative financial assets net settled:
Cash flows related to derivative financial assets gross settled:
Derivative contracts—receipts
Derivative contracts—payments
80
Accounts receivable(2)
Non-current financial liabilities
Long-term interest-bearing liabilities
Current financial liabilities
Current portion of long-term interest-bearing liabilities
Short-term borrowings
Cash flows related to derivative financial liabilities net settled:
Derivative contracts—payments
Cash flows related to derivative financial liabilities
gross settled:
Derivative contracts—receipts
Derivative contracts—payments
Accounts payable
Contingent financial assets and liabilities
Loan commitments given undrawn(4)
Loan commitments obtained undrawn(5)
Total
Due within
3 months
Due between 3
and 12 months
Due between
1 and 3 years
Due between
3 and 5 years
Due beyond
5 years
38
–
2
24
501
4 806
2 527
1
24
1
2 609
2 527
4 982
(4 800)
2 727
4 439
(4 355)
2 135
–
1
–
5
904
–
(4)
54
(38)
592
22
–
–
261
926
–
27
44
(17)
–
–
–
–
10
68
–
34
445
(390)
–
16
–
–
224
299
–
53
–
–
–
(3 786)
(34)
(113)
(1 044)
(1 520)
(1 075)
–
(115)
(101)
5 065
(5 203)
(2 313)
(155)
1 493
–
(113)
–
5 065
(5 203)
(2 212)
(8)
(1)
–
(2)
(4)
–
–
(101)
(49)
(2)
–
–
(8)
–
–
–
(68)
1 496
–
–
(8)
–
–
–
(30)
–
–
–
(81)
–
–
–
–
–
184
NOKIA IN 2014
EURm
2013
Non-current financial assets
Long-term loans receivable
Current financial assets
Current portion of long-term loans receivable
Short-term loans receivable
Investments at fair value through profit and loss
Available-for-sale investments(1)
Bank and cash
Cash flows related to derivative financial assets net settled:
Derivative contracts—receipts
Derivative contracts—payments
Accounts receivable(2)
Non-current financial liabilities
Long-term interest-bearing liabilities
Current financial liabilities
Current portion of long-term interest-bearing liabilities(3)
Short-term borrowings
Cash flows related to derivative financial liabilities net settled:
Total
Due within
3 months
Due between 3
and 12 months
Due between
1 and 3 years
Due between
3 and 5 years
Due beyond
5 years
189
30
94
478
4 935
3 676
1
4
94
1
4 392
3 676
6 985
(6 853)
2 286
5 835
(5 776)
1 722
3
26
–
5
253
–
(11)
699
(659)
564
34
–
–
261
290
–
13
39
(18)
–
6
–
–
9
–
–
13
39
(18)
–
145
–
–
202
–
–
(57)
373
(382)
–
(4 894)
(35)
(161)
(561)
(1 505)
(2 632)
(3 431)
(185)
(1 844)
(185)
(1 587)
–
Derivative contracts—receipts
(3)
39
Cash flows related to derivative financial assets gross settled:
Derivative contracts—payments
62
–
3
Cash flows related to derivative financial liabilities
gross settled:
Derivative contracts—receipts
Derivative contracts—payments
Accounts payable
Contingent financial assets and liabilities
Loan commitments given undrawn(4)
Loan commitments obtained undrawn(5)
3 301
(3 311)
(1 839)
(25)
2 227
3 146
(3 155)
(1 701)
(7)
(4)
155
(156)
(138)
(13)
(10)
–
–
5
–
–
–
(5)
2 241
–
–
5
–
–
–
–
–
–
–
49
–
–
–
–
–
(1) Instruments that include a call feature have been presented at their final maturities.
(2) Accounts receivable maturity analysis does not include accrued receivables of EUR 703 million (EUR 615 million in 2013).
(3) The maturity analysis of the euro-denominated convertible bonds issued to Microsoft in 2013 (total of EUR 1 500 million maturing 2018-2020) is based on the bonds being redeemed at par plus
accrued interest at the close of the Sale of the D&S Business.
(4) Loan commitments given undrawn have been included in the earliest period in which they could be drawn or called.
(5) Loan commitments obtained undrawn have been included based on the period in which they expire. These amounts include related commitment fees.
NOKIA IN 2014
185
Financial statements Parent Company Income Statement
For the year ended December 31
Net sales
Cost of sales
Gross profit
Research and development expenses
Selling, general and administrative expenses
Other operating income
Other operating expenses
Operating loss
Financial income and expenses
Income from long-term investments
Interest and other financial income
Foreign exchange losses
Impairment charges on investments in subsidiaries and other shares
Interest expenses and other financial expenses
Loss before extraordinary items and taxes
Extraordinary items
Group contributions
Gain from sale of shares and businesses
Profit/(loss) before taxes
Income tax benefit/(expense)
Profit/(loss) for the year
The notes are an integral part of these financial statements.
Notes
2
3,4
3,4
3,4
6
7
8
8
8
8
8
9
2014
EURm
3 141
(2 569)
572
(538)
(437)
27
(80)
(456)
2 176
9
(202)
(3 812)
(145)
(1 974)
(2 430)
(728)
8 483
7 755
5 325
58
5 383
2013
EURm
11 177
(9 865)
1 312
(1 516)
(762)
65
(39)
(940)
1 726
27
(17)
(1 240)
(177)
319
(621)
75
–
75
(546)
(23)
(569)
186
NOKIA IN 2014
Parent Company Statement
of Financial Position
At December 31
ASSETS
Non-current assets
Intangible assets
Intangible rights
Other intangible assets
Tangible assets
Land and water areas
Buildings
Machinery and equipment
Advance payments and construction in process
Investments
Investments in subsidiaries
Investments in associated companies
Other investments
Long-term loans receivable from other companies
Other non-current receivables
Other non-current receivables
Deferred tax assets
Current assets
Inventories
Raw materials and supplies
Work in progress
Finished goods
Deferred tax assets
Accounts receivable from Group companies
Accounts receivable from other companies
Short-term loans receivable from Group companies
Prepaid expenses and accrued income from Group companies
Prepaid expenses and accrued income from other companies
Short-term investments
Bank and cash
Total assets
Notes
2014
EURm
2013
EURm
11
11
12
12
12
12
13
13
13
10
10
14
14
3
-
3
8
87
6
2
103
10 151
3
105
-
10 259
156
191
347
10 712
–
–
–
–
22
150
116
4 154
–
118
4 560
2
347
4 909
15 621
7
50
57
–
–
–
–
–
10 625
3
108
53
10 789
–
–
–
10 846
3
24
55
82
–
775
61
2 020
714
1 224
4 794
5
31
4 912
15 759
NOKIA IN 2014
187
Financial statements Parent Company Statement
of Financial Position continued
At December 31
SHAREHOLDERS’ EQUITY AND LIABILITIES
Capital and reserves
Share capital
Share issue premium
Treasury shares at cost
Fair value reserve
Reserve for invested non-restricted equity
Retained earnings
Profit/(loss) for the year
Total equity
Non-current liabilities
Long-term interest-bearing liabilities
Advance payments from other companies
Current liabilities
Current interest-bearing liabilities to Group companies
Current interest-bearing liabilities to other companies
Advance payments from other companies
Accounts payable to Group companies
Accounts payable to other companies
Accrued expenses and deferred revenue to Group companies
Accrued expenses and deferred revenue to other companies
Provisions
Total liabilities
Total shareholders' equity and liabilities
The notes are an integral part of these financial statements.
Notes
15
15
15
15,16
15,16
15,16
15,16
18
19
19
20
2014
EURm
246
46
(988)
11
3 067
826
5 383
8 591
2 841
1 573
4 414
1 002
–
392
216
16
769
113
2 508
108
7 030
15 621
2013
EURm
246
46
(608)
(19)
3 099
2 773
(569)
4 968
2 590
–
2 590
802
3 253
543
1 301
623
125
1 554
8 201
–
10 791
15 759
188
NOKIA IN 2014
Parent Company Statement
of Cash Flows
For the year ended December 31
Cash flow from operating activities
Profit/(loss) for the year
Adjustments, total
Cash flow before change in net working capital
Change in net working capital
Cash generated from/(used in) operations
Interest received
Interest paid
Other financial income and expenses, net paid
Income taxes, net (paid)/received
Cash flow before extraordinary items
Extraordinary income and expenses
Net cash from/(used in) operating activities
Cash flow from investing activities
Investments in shares
Purchases of tangible and intangible assets
Proceeds from disposal of shares and business
Proceeds from sale of tangible and other intangible assets
Proceeds from/(payment of) other long-term receivables
(Payment of)/proceeds from short-term receivables
Dividends received
Net cash from investing activities
Cash flow from financing activities
Purchase of treasury shares
Proceeds from short-term borrowings
Repayment of long-term borrowings
Dividends paid
Support to the Foundation of Nokia Corporation
Net cash used in financing activities
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
The notes are an integral part of these financial statements.
Notes
24
24
2014
EURm
5 383
(5 063)
320
832
1 152
9
(185)
(58)
(188)
730
75
805
(2 723)
(10)
6 985
23
7
(2 223)
783
2 842
(427)
201
(1 729)
(1 374)
(3)
(3 332)
315
35
350
2013
EURm
(569)
(171)
(740)
271
(469)
17
(335)
(33)
48
(772)
204
(568)
(320)
(4)
2
1
(5)
820
925
1 419
–
944
(1 837)
–
–
(893)
(42)
77
35
NOKIA IN 2014
189
Financial statements Notes to Parent Company Financial statements
1. Accounting principles
Basis of presentation
The Parent Company financial statements are prepared in accordance with the Finnish Accounting Standards (“FAS”).
On January 1, 2014 Nokia Asset Management Oy, formerly a fully owned entity of the Parent Company, was merged into the Parent Company.
In 2014, substantially all of the Devices & Services business was sold to Microsoft. This is referred to as “the Sale of the D&S Business”.
The transaction was completed on April 25, 2014. On December 31, 2014 the Parent Company sold certain assets and liabilities related to
the Nokia Technologies business to a newly formed, fully owned entity, Nokia Technologies Oy. These transactions make up the Extraordinary
items in the income statement. The 2014 financial information is therefore not fully comparable with the 2013 financial information.
In 2014, certain items in the Parent Company statement of cash flows have been reclassified to conform to the current year presentation.
Revenue recognition
Revenue is recognized when the following criteria for the transaction have been met: significant risks and rewards of ownership have transferred
to the buyer; continuing managerial involvement and effective control usually associated with ownership have ceased; the amount of revenue
can be measured reliably; it is probable that the economic benefits associated with the transaction will flow to the Company; and the costs
incurred or to be incurred in respect of the transaction can be measured reliably.
Research and development costs
Research and development costs are expensed as they are incurred.
Pensions
Contributions to pension plans are expensed in the income statements in the period to which the contributions relate.
Intangible and tangible assets
Intangible and tangible assets are stated at cost less accumulated depreciation according to plan. Depreciation according to plan is recorded
on a straight-line basis over the expected useful lives of the assets as follows:
Intangible assets
Buildings
Machinery and equipment
3-7 years
20-33 years
1-10 years
Land and water areas are not depreciated. The accumulated depreciation according to plan and the change in the depreciation reserve comply
with the Finnish Business Tax Act. The change in the depreciation reserve has been treated as appropriations.
Inventories
Inventories are stated at the lower of cost and net realizable value. Cost is determined using standard cost, which approximates actual cost on
a first-in-first-out (“FIFO”) basis. Net realizable value is the amount that can be realized from the sale of the inventory in the normal course of
business after allowing for the costs of realization. In addition to the cost of materials and direct labor, an appropriate proportion of production
overheads is included in the inventory values. An allowance is recorded for excess inventory and obsolescence based on the lower of cost and
net realizable value.
Loans receivable
Loans receivable include loans to customers and suppliers and are measured initially at fair value and subsequently at amortized cost less
impairment using the effective interest method. Loans are subject to regular review as to their collectability and available collateral. An allowance
is made if a loan is deemed not to be fully recoverable. The related cost is recognized in other expenses or financial expenses, depending on
the nature of the receivable to reflect the shortfall between the carrying amount and the present value of the expected future cash flows.
Interest income on loans receivable is recognized in other income or financial income by applying the effective interest rate.
Bank and cash
Cash consists of cash at bank and in hand.
Accounts receivable
Accounts receivable include both amounts invoiced to customers and amounts where the Parent Company’s revenue recognition criteria have
been fulfilled but the customers have not yet been invoiced. Accounts receivable are carried at the original amount invoiced to customers less
allowances for doubtful accounts. Allowances for doubtful accounts are based on a periodic review of all outstanding amounts, including an
analysis of historical bad debt, customer concentrations, customer creditworthiness, past due amounts, current economic trends and changes
in customer payment terms. Impairment charges on receivables identified as uncollectible are included in other operating expenses. The Parent
Company derecognizes an accounts receivable balance only when the contractual rights to the cash flows from the asset expire or it transfers
the financial asset and substantially all the risks and rewards of the asset to another entity.
Loans payable
Loans payable are recognized initially at fair value net of transaction costs. In subsequent periods, loans payable are presented at amortized
cost using the effective interest method. Transaction costs and loan interest are recognized in the income statement as financial expenses
over the life of the instrument.
190
NOKIA IN 2014
Accounts payable
Accounts payable are carried at invoiced amount which is considered to be the fair value due to the short-term nature of the Parent Company’s
accounts payable.
Derivative financial instruments
Interest income or expense on interest rate derivatives is accrued in the income statement during the financial year. In the financial statements,
outstanding interest rate forward contracts, interest rate future contracts, interest rate option contracts and interest rate swap contracts are
stated at market values and included in the income statement.
Forward foreign exchange contracts are valued using the forward exchange rate of the statement of financial position date. The exchange
differences arising from outstanding derivative contracts are reported in financial items. Foreign exchange option contracts are valued using
an option valuation model on the statement of financial position date and reported in financial items.
Fair values of forward rate agreements, interest rate options, futures contracts and exchange traded options are calculated based on quoted
market rates at each statement of financial position date. Discounted cash flow analyses are used to value interest rate and cross-currency
interest rate swaps.
Deferred tax
Deferred tax assets and liabilities are calculated for temporary differences between tax bases and book values using the tax rate for future years
as enacted at the statement of financial position date. Deferred tax liabilities are recognized in full. Deferred tax assets are recognized at the
probable amount estimated to be received.
Foreign currency translation
Receivables and payables denominated in foreign currencies are converted into euro using the exchange rate prevailing on the statement
of financial position date.
NOKIA IN 2014
191
Financial statements Notes to Parent Company Financial statements continued
2. Net sales by segment
EURm
Nokia Technologies
Devices & Services
Total
3. Personnel expenses
EURm
Salaries and wages
Share-based payment expense
Pension expenses
Other social expenses
Total
Number of employees
Average number of employees
Production
Marketing
Research and development
Administration
Total
At December 31, 2014
2014
572
2 569
3 141
2014
175
49
23
6
253
2014
63
176
1 098
505
1 842
534
2013
532
10 645
11 177
2013
423
21
66
14
524
2013
209
463
2 827
1 330
4 829
4 544
Management compensation
The Group announced changes to its leadership in 2013 and 2014 related to the Sale of the D&S Business which was announced on September
3, 2013. The changes in leadership were designed to provide an appropriate corporate governance structure during the interim period following
the announcement of the transaction.
The Chairman of the Board of Directors, Risto Siilasmaa, and the Chief Financial Officer, Timo Ihamuotila, assumed additional responsibilities as
the Interim Chief Executive Officer (“CEO”) and the Interim President, respectively, from September 3, 2013 to May 1, 2014 when Rajeev Suri
was appointed the President and CEO of the Group.
The following table presents compensation information of the President and CEO of the Group.
EUR
2014
Rajeev Suri, President and CEO from May 1, 2014
Risto Siilasmaa, Interim CEO from September 3, 2013 to May 1, 2014(2)
Timo Ihamuotila, Interim President from September 3, 2013 to May 1, 2014(3)
2013
Risto Siilasmaa, Interim CEO from September 3, 2013 to May 1, 2014(2)
Timo Ihamuotila, Interim President from September 3, 2013 to May 1, 2014(3)
Stephen Elop, President and CEO until September 3, 2013
666 667
1 126 323
100 000
500 000
150 000
753 911
Base salary/
fee(1)
Cash incentive
payments
Share-based
payment
expenses
1 778 105
3 896 308
72 643
Pension
expenses
366 989
191 475
17 000
769 217
12 107
2 903 226
42 500
263 730
(1) Base salaries are pro-rated for the time in role. Incentive payments represent full-year incentive payment earned under the Group’s short-term incentive programs. For interim roles, the base salary/fee
is for the role-related responsibilities only.
(2) Represents the value of 200 000 shares awarded as compensation for additional responsibilities, the balance of which was given in shares after deducting associated taxes and social security contributions.
(3) Includes EUR 100 000 as compensation for additional responsibilities (EUR 150 000 in 2013). Also includes an equity grant with an approximate aggregate grant date value of EUR 250 000 in the form of
Nokia stock options and Nokia restricted shares. These grants are subject to the standard terms and conditions and vesting schedules of the Group’s equity plans. Refer to Note 25, Share-based payment.
Following the completion of the Sale of the D&S Business, the composition of the Group Leadership Team changed significantly. Total
remuneration awarded to the Group Leadership Team, for their time as members of the Group Leadership Team, is EUR 16 234 381
(EUR 9 710 848 in 2013), consisting of base salaries, cash incentive payments and severance payments. Total share-based payment relating
to equity-based awards recognized in the consolidated income statement is EUR 25 519 721 (EUR 7 913 633 in 2013). The Group Leadership
Team’s share-based payment expense increased compared to 2013 as a result of a final share-based payments to Stephen Elop and other
Group Leadership Team members upon the termination of employment. The expense was partially offset by other movements within the
Group Leadership Team resulting in significant forfeitures of granted equity instruments.
192
NOKIA IN 2014
The members of the Group Leadership Team participate in the local retirement programs applicable to employees in the country where
they reside.
Board of Directors’ Compensation
The annual remuneration structure paid to the members of the Board of Directors, as decided on by the Annual General Meetings in the
respective years is:
Risto Siilasmaa, Chairman from May 3, 2012(2)
Jouko Karvinen , Vice Chairman from May 7, 2013(3)
Vivek Badrinath(4)
Bruce Brown(5)
Elisabeth Doherty(6)
Henning Kagerman(7)
Helge Lund(7)
Mårten Mickos
Elizabeth Nelson(8)
Kari Stadigh
Dennis Strigl
Total
2014
2013
Gross annual
fee, EUR(1)
440 000
175 000
140 000
155 000
140 000
–
–
130 000
140 000
130 000
130 000
1 580 000
Shares
received
(number)
31 186
12 403
9 922
10 986
9 922
–
–
9 214
9 922
9 214
9 214
Gross annual
fee, EUR(1)
440 000
175 000
–
130 000
140 000
155 000
130 000
130 000
140 000
130 000
–
1 570 000
Shares
received
(number)
77 217
14 374
–
10 678
11 499
12 731
10 678
10 678
11 499
10 678
–
(1) Approximately 40% of each Board member’s annual compensation is paid in Nokia shares purchased from the market. The remaining approximately 60% is paid in cash. The Board members do not
participate in any of Nokia’s equity programs or receive any other form of variable compensation for their duties as Board members.
(2) Represents compensation paid for services as the Chairman of the Board. Excludes compensation paid for services as the Interim CEO. Refer to the management compensation section of this note.
(3) Consists of EUR 150 000 for service as Vice Chairman of the Board and EUR 25 000 for services as the Chairman of the Audit Committee.
(4) Consists of EUR 130 000 for services as a member of the Board and EUR 10 000 for service as a member of the Audit Committee.
(5) Consists of EUR 130 000 for services as a member of the Board and EUR 25 000 for service as the Chairman of the Personnel Committee.
(6) Consists of EUR 130 000 for services as a member of the Board and EUR 10 000 for service as a member of the Audit Committee.
(7) Served on the Board until the Annual General Meeting in 2014.
(8) Consists of EUR 130 000 for services as a member of the Board and EUR 10 000 for service as a member of the Audit Committee.
Transactions with the Group Leadership Team and the Board of Directors
No loans have been granted to the members of the Group Leadership Team and the Board of Directors in 2014 or 2013.
Terms of termination of employment of the President and CEO
The President and CEO, Rajeev Suri, may terminate his service contract at any time with six months’ prior notice. The Group may terminate
his service contract for reasons other than cause at any time with an 18 months’ notice period. If there is a change of control event as defined
in Mr. Suri’s service contract and the service contract is terminated either by the Group without cause, or by him for “good reason”, his
outstanding unvested equity awards may vest pro rata if he is dismissed within 18 months of the change in control event. If before June 30,
2016 a “limited termination event” takes place, as defined in Mr. Suri’s service contract, he will be entitled to the pro-rated value of his
Nokia Networks Equity Incentive Plan options, should his employment be terminated within six months of such an event taking place.
Termination benefits of the former President and CEO
The former President and CEO, Stephen Elop, received a severance payment of EUR 24.2 million consisting of a base salary and management
incentive of EUR 4.1 million, and equity awards amounting to EUR 20.1 million. According to the terms of the purchase agreement with Microsoft
entered into in connection with the Sale of the D&S Business, 30% of the total severance payment amounting to EUR 7.3 million was borne by
the Group and the remaining 70% was borne by Microsoft.
4. Depreciation and amortization by function
EURm
Cost of sales
Research and development expenses
Selling, general and administrative expenses
Total
In 2014, no material impairment charges or exceptional reductions in value were incurred.
2014
–
3
5
8
NOKIA IN 2014
2013
1
115
10
126
193
Financial statements Notes to Parent Company Financial statements continued
5. Auditor’s fees
EURm
Audit of financial statements
Total
6. Other operating income
EURm
Income from the sale of tangible assets
Rental income
Gain on cartel claims settlements
Royalties received
Income from other investments
Other
Total
7. Other operating expenses
EURm
Restructuring charges
Write-down of shares and loan receivables from other investments
Onerous contracts
Other
Total
8. Financial income and expenses
EURm
Income from long-term investments
Dividend income from Group companies
Interest income from other companies
Other interest and financial income
Interest income from Group companies
Interest income from other companies
Other financial income from other companies
Foreign exchange losses, net
Impairment loss on investments in subsidiaries and other shares
Interest expenses and other financial expenses
Interest expenses to Group companies
Interest expenses to other companies
Other financial expenses
Total
9. Income tax
EURm
Current tax
Deferred tax
Total
Income tax from operations
Income tax from extraordinary items
Income tax relating to previous financial years
Total
2014
(4)
(4)
2014
12
2
–
–
–
13
27
2014
10
(44)
(16)
(30)
(80)
2013
(4)
(4)
2013
–
–
33
19
5
8
65
2013
(31)
–
–
(8)
(39)
2014
2013
2 183
(7)
2 176
8
1
–
9
(202)
(3 812)
28
(145)
(28)
(145)
(1 974)
2014
(149)
207
58
1 127
(1 083)
14
58
1 720
6
1 726
9
7
11
27
(17)
(1 240)
(2)
(233)
58
(177)
319
2013
(23)
–
(23)
(61)
–
38
(23)
194
NOKIA IN 2014
10. Deferred taxes
EURm
Non-current deferred tax assets
Current deferred tax assets
Total
From unused tax credits and temporary differences
Total
2014
191
22
213
213
213
Deferred taxes have been recognized in 2014 due to re-assessment of recoverability of deferred tax assets.
11. Intangible assets
EURm
Acquisition cost at January 1, 2013
Additions, other
Disposals and retirements
Acquisition cost at December 31, 2013
Accumulated amortization at January 1, 2013
Disposals and retirements
Amortization
Accumulated amortization at December 31, 2013
Net book value at January 1, 2013
Net book value at December 31, 2013
Acquisition cost at January 1 , 2014
Additions, other
Additions through merger
Impairment charges
Disposals and retirements
Acquisition cost at December 31, 2014
Accumulated amortization at January 1, 2014
Additions through merger
Impairment charges
Disposals and retirements
Amortization
Accumulated amortization at December 31, 2014
Net book value at January 1, 2014
Net book value at December 31, 2014
Intangible
rights
228
4
(75)
157
(214)
75
(11)
(150)
14
7
157
2
7
(24)
(137)
5
(150)
(1)
24
128
(3)
(2)
7
3
Other
intangible
assets
753
–
(2)
751
(587)
–
(114)
(701)
166
50
751
–
–
(58)
(693)
–
(701)
–
58
645
(2)
–
50
–
2013
–
–
–
–
–
Total
981
4
(77)
908
(801)
75
(125)
(851)
180
57
908
2
7
(82)
(830)
5
(851)
(1)
82
773
(5)
(2)
57
3
NOKIA IN 2014
195
Financial statements Notes to Parent Company Financial statements continued
12. Tangible assets
EURm
Additions, other
Additions through merger
Impairment charges
Disposals and retirements (1)
Acquisition cost at December 31 , 2014
Accumulated depreciation at January 1, 2014
Additions, other
Additions through merger
Impairment charges
Disposals and retirements (1)
Depreciation
Accumulated depreciation at December 31, 2014
Net book value at January 1, 2014
Net book value at December 31, 2014
Land and
water areas
–
9
–
(1)
8
–
–
–
–
–
–
–
–
8
Buildings
–
177
–
(34)
143
–
–
(82)
–
28
(2)
(56)
–
87
Machinery
and equipment
2
40
(1)
(18)
23
–
–
(33)
1
16
(1)
(17)
–
6
Other tangible
assets
1
2
–
(2)
1
(1)
–
(1)
–
1
–
(1)
–
–
Advance
payments and
fixed assets
under
construction
2
–
–
–
2
–
–
–
–
–
–
–
–
2
Total
5
228
(1)
(55)
177
(1)
–
(116)
1
45
(3)
(74)
–
103
(1) Disposals relate primarily to the transaction whereby certain assets and liabilities were sold to Nokia Technologies.
13. Investments
EURm
Investments in subsidiaries
Acquisition cost at January 1
Additions(1)
Impairment charges(2)
Disposals(3)
Net carrying amount at December 31
Investments in associated companies
Net carrying amount at January 1 and December 31
Investments in other shares
Acquisition cost at January 1
Additions
Impairment charges
Disposals
Net carrying amount at December 31
(1) In 2014, relates to the newly formed Nokia Technology Oy.
(2) In 2014, the carrying values of shareholdings in subsidiaries were reviewed resulting in impairment charges in Nokia Inc. and the HERE business.
(3) In 2014, relates to the Sale of the D&S Business.
Investments in associated companies comprise of:
Associated company
Sapura-Nokia Telecommunication Sdn Bhd
Noksel A.S
Sapura Nokia Software Sdn Bhd
2014
2013
10 625
4 970
(3 800)
(1 644)
10 151
3
108
15
(12)
(6)
105
11 548
354
(1 240)
( 37)
10 625
3
105
7
–
( 4)
108
Ownership
%
40%
20%
50%
Carrying amount
EURk
1 242
986
375
196
NOKIA IN 2014
14. Prepaid expenses and accrued income
EURm
Accrued royalty income
Prepaid taxes
Interest receivable
Accrued dividend income
Other
Total
15. Shareholders’ equity
2014
55
3
1
–
59
118
EURm
Balance at January 1, 2013
Settlement of performance and restricted shares
Fair value reserve, increase
Loss for the year
Balance at December 31, 2013
Settlement of performance and restricted shares
Acquisition of treasury shares
Fair value reserve, increase
Dividend
Other movements
Profit for the year
Balance at December 31, 2014
Share capital
Share issue
premium
Treasury
shares
Fair value
reserve
Reserve
for invested
non-restricted
equity
246
–
–
–
246
–
–
–
–
–
–
246
46
–
–
–
46
–
–
–
–
–
–
46
(634)
26
–
–
(608)
47
(427)
–
–
–
–
(988)
(46)
–
27
–
(19)
–
–
30
–
–
–
11
3 120
(21)
–
–
3 099
(32)
–
–
–
–
–
3 067
Retained
earnings
2 773
–
–
(569)
2 204
–
–
–
(1 374)
(4)
5 383
6 209
16. Distributable earnings
EURm
Reserve for invested non-restricted equity
Fair value reserve
Retained earnings from previous years
Profit/(loss) of the year
Retained earnings, total
Treasury shares
Total
2014
3 067
–
826
5 383
9 276
( 988)
8 288
2013
54
32
3
701
1 148
1 938
Total
5 505
5
27
(569)
4 968
15
(427)
30
(1 374)
(4)
5 383
8 591
2013
3 099
( 19)
2 773
( 569)
5 284
( 608)
4 676
NOKIA IN 2014
197
Financial statements Notes to Parent Company Financial statements continued
17. Fair value of financial instruments
EURm
2014
Other investments
Accounts receivable from Group companies
Accounts receivable from other companies
Short-term loans receivable from Group
companies, derivatives
Short-term loans receivable from Group
companies, other
Short-term investments
Bank and cash, cash equivalents
Total financial assets
Long-term interest-bearing liabilities to
other companies(2)
Long-term interest-bearing liabilities to
Group companies(2)
Current interest-bearing liabilities to Group
companies, derivatives
Current interest-bearing liabilities to Group
companies, other
Accounts payable to Group companies
Accounts payable to other companies
Total financial liabilities
2013
Other investments
Long-term loans receivable from other
companies
Accounts receivable from Group companies
Accounts receivable from other companies
Short-term loans receivables from Group
companies, derivatives
Short-term loans receivables from Group
companies, other
Short-term investments
Total financial assets
Long-term interest-bearing liabilities to other
companies(2)
Long-term interest-bearing liabilities to Group
companies(2)
Current interest-bearing liabilities to other
companies(2)
Current interest-bearing liabilities to Group
companies, derivatives
Current interest-bearing liabilities to Group
companies, other
Accounts payable to Group companies
Accounts payable to other companies
Total financial liabilities
Carrying amounts
Total carrying
amounts
Fair value(1)
Current
available-for-
sale financial
assets
Non-current
available-for-
sale financial
assets
Financial
instruments at
fair value
through profit
or loss
Loans and
receivables
measured at
amortized cost
Financial
liabilities
measured at
amortized cost
2
83
85
–
5
5
105
168
150
116
3 986
105
168
4 252
–
105
150
116
168
3 986
2
83
4 610
105
150
116
168
3 986
2
83
4 610
2 558
2 558
3 976
283
939
216
16
4 012
63
63
–
–
108
53
775
61
1 878
142
108
142
2 767
–
283
63
939
216
16
4 075
108
53
775
61
142
1 878
5
3 022
283
63
939
216
16
5 493
108
53
775
61
142
1 878
5
3 022
2 390
2 390
3 457
200
200
200
3 253
3 253
3 299
38
38
38
–
–
38
–
764
1 301
623
8 531
764
1 301
623
8 569
764
1 301
623
9 682
(1) For items not carried at fair value, the following fair value measurement methods are used. The fair value is set to carrying amount for available-for-sale investments carried at cost less impairment for
which no reliable fair value has been possible to estimate. The fair value of loans receivable and payable is estimated based on the current market values of similar instruments (level 2). The fair value is
estimated to be equal to the carrying amount for short-term financial assets and financial liabilities due to limited credit risk and short time to maturity.
(2) The fair value of euro convertible bonds (total of EUR 1 500 million maturing 2018-2020) at end of 2013 was based on the bonds being redeemed at par plus accrued interest at the close of the Sale of
the D&S Business (Level 3). The fair values of other long-term interest-bearing liabilities are based on discounted cash flow analysis (level 2) or quoted prices (level 1).
Financial assets and liabilities recorded at fair value are categorized based on the amount of unobservable inputs used to measure their fair
value. Three hierarchical levels are based on an increasing amount of judgment associated with the inputs used to derive fair valuation for these
assets and liabilities, level 1 being market values and level 3, requiring most management judgment. At the end of each reporting period, the
Company categorizes its financial assets and liabilities to the appropriate level of the fair value hierarchy.
198
NOKIA IN 2014
18. Long-term interest-bearing liabilities
Bonds
Convertible bonds
Liabilities to Group companies
Total
Long-term interest—bearing liabilities repayable after 5 years
Bonds
2009-2014
2009-2019
2009-2019
2009-2039
Total
Convertible bonds
2012-2017
2013-2018
2013-2019
2013-2020
Total
Nominal value
million
1 250 EUR
1 000 USD
500 EUR
500 USD
750 EUR
500 EUR
500 EUR
500 EUR
Interest
%
5.534
5.572
6.792
6.775
7.920
1.125(1)
2.500(1)
3.625(1)
2014
EURm
1 813
745
283
2 841
2014
EURm
–
847
548
418
1 813
745
–
–
–
745
2013
EURm
1 645
745
200
2 590
2013
EURm
–
747
545
353
1 645
745
–
–
–
745
(1) Included in short-term liabilities. On April 25, 2014 the Parent Company completed the Sale of the D&S Business and EUR 500 million 1.125% convertible bonds due September 2018, EUR 500 million
2.5% convertible bonds due September 2019 and EUR 500 million 3.625% convertible bonds due September 2020, all issued by Nokia Corporation to Microsoft, were repaid and netted against the
deal proceeds by the amount of prinicpal and accrued interest.
19. Accrued expenses and deferred revenue
EURm
Group contributions
Interest
Foreign taxes
Salaries and social expenses
Taxes
Deferred IPR and royalty income
Cost of sales accrual
Other accrued liabilities to Group companies
Other accrued liabilities to other companies
Total
20. Provisions
EURm
Divestment related
Reorganization
Unemployment liability
Other
Total
2014
728
47
36
11
(4)
–
–
41
23
882
2014
103
3
1
1
108
2013
–
–
(15)
68
25
680
709
–
212
1 679
2013
–
–
–
–
–
NOKIA IN 2014
199
Financial statements Notes to Parent Company Financial statements continued
21. Commitments and contingencies
EURm
Collateral for own commitments
Assets pledged
Contingent liabilities on behalf of Group companies
Guarantees for loans
Leasing guarantees
Other guarantees
Contingent liabilities on behalf of associated companies
Guarantees for loans
Contingent liabilities on behalf of other companies
Guarantees for loans
Other guarantees
2014
–
–
79
16
13
6
17
2013
3
2
143
55
16
12
24
Certain India related accounts receivable are under payment restrictions due to on-going tax proceedings.
22. Leasing contracts
At December 31, 2014 the leasing contracts of the Parent Company amounted to EUR 5 million (EUR 22 million in 2013).
23. Loans granted to the management of the company
There were no loans granted to the members of the Group Leadership Team and Board of Directors at December 31, 2014.
24. Notes to the statement of cash flows
EURm
Adjustments for
Depreciation and amortization
Profit on sale of tangible assets and available-for-sale investment
Income tax (benefit)/expense
Financial income and expenses, net
Impairment charges
Gain from sale of shares and businesses
Asset retirements
Share-based payment expense
Other operating income and expenses, net
Total
Change in net working capital
(Increase)/decrease in accounts receivable
Decrease/(increase) in inventories
Increase/(decrease) in interest-free short-term liabilities
Total
2014
2013
8
(14)
(58)
(1 850)
3 812
(8 483)
1
26
1 495
(5 063)
(129)
2
959
832
126
–
23
(1 504)
1 278
–
–
21
(115)
(171)
1 005
(25)
(709)
271
200
NOKIA IN 2014
25. Principal Group companies
The Group’s significant subsidiaries at December 31, 2014:
Company name
Nokia Solutions and Networks B.V.
Nokia Solutions and Networks Oy
Nokia Solutions and Networks US LLC
Nokia Solutions and Networks Japan Corp.
Nokia Solutions and Networks India Private Limited
Nokia Solutions and Networks System Technology
Primary nature of business
Country of incorporation
and place of business
The Hague, Netherlands Holding company
Helsinki, Finland
Delaware, USA
Tokyo, Japan
New Delhi, India
Sales and manufacturing company
Sales company
Sales company
Sales and manufacturing company
(Beijing) Co., Ltd.
Beijing, China
Nokia Solutions and Networks Branch Operations Oy Helsinki, Finland
Nokia Solutions and Networks Korea Ltd.
Nokia Solutions and Networks do Brasil
Seoul, South Korea
Sales company
Sales company
Sales company
Telecomunicações Ltda.
Sao Paolo, Brazil
Sales company
Nokia Solutions and Networks Technology Service
Co., Ltd.
HERE Holding Corporation
HERE Global B.V
HERE Europe B.V.
HERE North America LLC
HERE Deutschland GmbH
Nokia Finance International B.V.
Nokia Technologies Oy(1)
Beijing, China
Sales company
Holding company
Delaware, USA
Veldhoven, Netherlands Holding company
Veldhoven, Netherlands
Delaware, USA
Berlin, Germany
Haarlem, Netherlands
Helsinki, Finland
Sales and holding company
Sales and development company
Development company
Holding and finance company
Sales and development company
(1) The company was incorporated on November 26, 2014.
Full list of Group companies is included in the Financial statements filed with the Registrar of Companies.
Parent
holding
%
–
–
–
–
–
Group ownership
interest
%
100.0
100.0
100.0
100.0
100.0
–
–
–
–
–
–
1.82
–
–
–
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
26. Shares of the Parent Company
Shares and shareholders
Shares and share capital
Nokia Corporation (“Parent Company”) has one class of shares. Each share entitles the holder to one vote at General Meetings. At December 31,
2014 the share capital of Nokia Corporation is EUR 245 896 461.96 and the total number of shares issued is 3 745 044 246. At December 31,
2014 the total number of shares includes 96 900 800 shares owned by Group companies representing 2.6% of share capital and total voting
rights. Under the Nokia Articles of Association, Nokia Corporation does not have minimum or maximum share capital or share par value.
Authorizations
Authorization to issue shares and special rights entitling to shares
At the Annual General Meeting held on May 7, 2013 the shareholders authorized the Board of Directors to issue a maximum of 740 million
shares through one or more issues of shares or special rights entitling to shares. The Board of Directors may issue either new shares or shares
held by the Parent Company. The authorization includes the right for the Board of Directors to decide on all the terms and conditions of such
share and special rights issuances, including to whom the shares and special rights may be issued. The authorization may be used to develop
the Parent Company’s capital structure, diversify the shareholder base, finance or carry out acquisitions or other arrangements, settle the
Parent Company’s equity-based incentive plans, or for other purposes resolved by the Board of Directors. The authorization that would have
been effective until June 30, 2016 was terminated by the resolution of the Annual General Meeting on June 17, 2014.
At the Annual General Meeting held on June 17, 2014 the shareholders authorized the Board of Directors to issue a maximum of 740 million
shares through one or more issues of shares or special rights entitling to shares, including stock options. The Board of Directors may issue
either new shares or shares held by the Parent Company. The authorization includes the right for the Board of Directors to resolve on all the
terms and conditions of such share and special rights issuances, including issuance in deviation from the shareholders’ pre-emptive rights. The
authorization may be used to develop the Parent Company’s capital structure, diversify the shareholder base, finance or carry out acquisitions
or other arrangements, settle the Parent Company’s equity-based incentive plans, or for other purposes resolved by the Board of Directors.
The authorization is effective until December 17, 2015.
In 2014, Nokia Corporation issued 49 904 new shares following the holders of stock options issued in 2011 exercising their options.
NOKIA IN 2014
201
Financial statements Notes to Parent Company Financial statements continued
On October 26, 2012 the Group issued a EUR 750 million convertible bond based on an authorization to issue shares and special rights entitling
to shares, granted by the Annual General Meeting on May 6, 2010 and terminated by a resolution in the Annual General Meeting on May 7, 2013.
The bonds had a five-year maturity and a 5.0% per annum coupon payable semi-annually. The initial conversion price was EUR 2.6116, which
was adjusted to EUR 2.44 per share on June 18, 2014 due to the distribution of ordinary and special dividends as resolved by the Annual
General Meeting on June 17, 2014. Bond terms and conditions require conversion price adjustments following dividend distributions.
Consequently, the Board of Directors decided to issue 20 192 323 new shares on the conversion of the bonds into Nokia shares based on
the authorization by the Annual General Meeting and in deviation from the pre-emptive subscription right of the shareholders. Based on the
adjusted conversion price of EUR 2.44, the maximum number of new shares which may be issued by the Group on the conversion of the bonds
is 307.3 million shares, representing 8.4% of the Group’s total number of shares at December 31, 2014, excluding the shares owned by the
Group. The right to convert the bonds into shares commenced on December 6, 2012 and ends on October 18, 2017. On March 15, 2013 EUR
0.1 million of the bond was converted into shares resulting in the issuance of 38 290 shares.
On September 23, 2013 the Group issued three EUR 500 million tranches of convertible bonds to Microsoft based on an authorization to issue
shares and special rights entitling to shares granted by the Annual General Meeting on May 7, 2013 and terminated by a resolution in the Annual
General Meeting on June 17, 2014. The maximum number of shares which might have been issued by the Group on conversion of these bonds,
based on the initial conversion price of each tranche, was approximately 367.5 million. At the closing of the Sale of the D&S Business, these
bonds were redeemed and the principal amount and accrued interest netted against the proceeds from the transaction.
At December 31, 2014 the Board of Directors had no other authorizations to issue shares, convertible bonds, warrants or stock options.
Other authorizations
At the Annual General Meeting held on May 7, 2013, the shareholders authorized the Board of Directors to repurchase a maximum of
370 million Nokia shares using funds in the unrestricted equity. The Group did not repurchase any shares on the basis of this authorization.
The authorization that would have been effective until June 30, 2014 was terminated by the resolution of the Annual General Meeting on
June 17, 2014.
At the Annual General Meeting held on June 17, 2014 the shareholders authorized the Board of Directors to repurchase a maximum of
370 million Nokia shares. The amount corresponds to less than 10% of the total number of Nokia shares. The shares may be repurchased in
order to develop the capital structure of the Parent Company and are expected to be cancelled. In addition, the shares may be repurchased
in order to finance or carry out acquisitions or other arrangements, to settle the Parent Company’s equity-based incentive plans, or to be
transferred for other purposes. The authorization is effective until December 17, 2015. The Board of Directors decided on June 18, 2014 under
the authorization granted by the Annual General Meeting to commence share repurchases. The Board of Directors decided to repurchase a
maximum of 370 million shares, up to an equivalent of EUR 1.25 billion. At December 31, 2014 the Group had repurchased 66 903 682 shares.
On January 29, 2015 the Group announced that the Board of Directors had decided to cancel these treasury shares. The cancellation of the
shares does not have an impact on the Parent Company’s share capital.
Authorizations proposed to the Annual General Meeting 2015
On January 29, 2015 the Group announced that the Board of Directors will propose to the Annual General Meeting convening on May 5, 2015
to authorize the Board of Directors to resolve to repurchase a maximum of 365 million Nokia shares. The proposed maximum number of shares
that may be repurchased corresponds to fewer than 10% of the total number of Nokia shares. The shares may be repurchased in order to
optimize the capital structure of the Parent Company and are expected to be cancelled. In addition, the shares may be repurchased in order to
finance or carry out acquisitions or other arrangements, to settle the Parent Company’s equity-based incentive plans, or to be transferred for
other purposes. The shares may be repurchased either through a tender offer made to all shareholders on equal terms, or in another proportion
than that of the current shareholders. The authorization is effective until November 5, 2016 and terminates the current authorization granted
by the Annual General Meeting on June 17, 2014.
The Group announced on January 29, 2015 that the Board of Directors will propose to the Annual General Meeting on May 5, 2015 that the
shareholders authorize the Board of Directors to issue a maximum of 730 million shares through the issuance of shares or special rights
entitling to shares in one or more issuances. The Board of Directors may issue either new shares or treasury shares held by the Parent Company.
The Board of Directors proposes that the authorization may be used to develop the Parent Company’s capital structure, diversify the
shareholder base, finance or carry out acquisitions or other arrangements, settle the Parent Company’s equity-based incentive plans, or for
other purposes resolved by the Board of Directors. The proposed authorization includes the right for the Board of Directors to decide on all
the terms and conditions of the issuance of shares and special rights entitling to shares, including issuance in deviation from the shareholders’
pre-emptive rights. The authorization would be effective until November 5, 2016 and terminate the current authorization granted by the
Annual General Meeting on June 17, 2014.
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Signing of the Annual Accounts 2014
and proposal by the Board of Directors
for distribution of profit
The distributable funds in the statement of financial position of the Parent company at December 31, 2014 amounted to EUR 8 288 million.
The Board proposes to the Annual General Meeting that from the retained earnings a dividend of EUR 0.14 per share be paid out on the shares
of the company. At December 31, 2014 the number of shares of the company entitled to dividend was 3 745 044 246, based on which the
maximum amount to be distributed as dividend would have been EUR 524 million.
The proposed dividend is in line with the Company’s distribution policy and the capital structure optimization program that the Board decided
to implement in April 2014.
Espoo, March 19, 2015
Risto Siilasmaa
Chairman of the Board
Vivek Badrinath
Bruce Brown
Elizabeth Doherty
Jouko Karvinen
Mårten Mickos
Elizabeth Nelson
Kari Stadigh
Dennis Strigl
Rajeev Suri
President and CEO
NOKIA IN 2014
203
Financial statements
Opinion on the consolidated financial statements
In our opinion, the consolidated financial statements give a true and
fair view of the financial position, financial performance, and cash
flows of the Group in accordance with International Financial Reporting
Standards (IFRS) as adopted by the EU.
Opinion on the company’s financial statements and the review
by the Board of Directors
In our opinion, the financial statements and the review by the Board
of Directors give a true and fair view of both the consolidated and the
parent company’s financial performance and financial position in
accordance with the laws and regulations governing the preparation
of the financial statements and the review by the Board of Directors
in Finland. The information in the review by the Board of Directors is
consistent with the information in the financial statements.
Other opinions
We support that the financial statements and the consolidated
financial statements should be adopted. The proposal by the Board of
Directors regarding the use of profit shown in the balance sheet is in
compliance with the Limited Liability Companies Act. We support that
the Members of the Board of Directors and the Managing Director
should be discharged from liability for the financial period audited
by us.
Espoo, March 19, 2015
PricewaterhouseCoopers Oy
Authorized Public Accountants
Heikki Lassila
Authorized Public Account
Auditor’s report
To the Annual General Meeting
of Nokia Corporation
We have audited the accounting records, the financial statements,
the review by the Board of Directors and the administration of Nokia
Corporation for the year ended 31 December 2014. The financial
statements comprise the consolidated statement of financial position,
income statement, statement of comprehensive income, statement of
cash flows, statement of changes in shareholders’ equity and notes to
the consolidated financial statements, as well as the parent company’s
balance sheet, income statement, statement of cash flows and notes
to the financial statements.
Responsibility of the Board of Directors and the Managing Director
The Board of Directors and the Managing Director are responsible
for the preparation of consolidated financial statements that give a
true and fair view in accordance with International Financial Reporting
Standards (IFRS) as adopted by the EU, as well as for the preparation
of financial statements and the review by the Board of Directors that
give a true and fair view in accordance with the laws and regulations
governing the preparation of the financial statements and the review
by the Board of Directors in Finland. The Board of Directors is
responsible for the appropriate arrangement of the control of the
company’s accounts and finances, and the Managing Director shall see
to it that the accounts of the company are in compliance with the law
and that its financial affairs have been arranged in a reliable manner.
Auditor’s responsibility
Our responsibility is to express an opinion on the financial statements,
on the consolidated financial statements and on the review by the
Board of Directors based on our audit. The Auditing Act requires that
we comply with the requirements of professional ethics. We conducted
our audit in accordance with good auditing practice in Finland. Good
auditing practice requires that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and the
review by the Board of Directors are free from material misstatement,
and whether the members of the Board of Directors of the parent
company and the Managing Director are guilty of an act or negligence
which may result in liability in damages towards the company or have
violated the Limited Liability Companies Act or the articles of
association of the company.
An audit involves performing procedures to obtain audit evidence
about the amounts and disclosures in the financial statements and
the review by the Board of Directors. The procedures selected depend
on the auditor’s judgment, including the assessment of the risks of
material misstatement, whether due to fraud or error. In making those
risk assessments, the auditor considers internal control relevant to
the entity’s preparation of the financial statements and the review by
the Board of Directors that give a true and fair view 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 management, as well as evaluating
the overall presentation of the financial statements and the review
by the Board of Directors.
We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion.
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NOKIA IN 2014
Auditor fees and services
Auditor fees and services
PricewaterhouseCoopers Oy has served as our independent auditor
for each of the fiscal years in the three-year period ended
December 31, 2014. The independent auditor is elected annually by
our shareholders at the Annual General Meeting for the fiscal year in
question. The Audit Committee of the Board of Directors makes a
proposal to the shareholders in respect of the appointment of the
auditor based upon its evaluation of the qualifications and
independence of the auditor to be proposed for election or
re-election on an annual basis.
The following table presents fees by type paid to
PricewaterhouseCoopers for the years ended December 31:
EURm
Audit fees(1)
Audit-related fees(2)
Tax fees(3)
Other fees(4)
Total
2014
14.8
0.6
0.8
2.9
19.1
2013
16.8
10.0
1.7
1.1
29.6
(1) Audit fees consist of fees billed for the annual audit of the Group’s consolidated financial
statements and the statutory financial statements of the Group’s subsidiaries.
(2) Audit-related fees consist of fees billed for assurance and related services that are reasonably
related to the performance of the audit or review of the Group’s financial statements or that
are traditionally performed by the independent auditor, and include consultations concerning
financial accounting and reporting standards; advice on tax accounting matters; advice and
assistance in connection with local statutory accounting requirements; due diligence related to
acquisitions or divestitures; financial due diligence in connection with provision of funding to
customers, reports in relation to covenants in loan agreements; employee benefit plan audits
and reviews; and audit procedures in connection with investigations and compliance programs.
They also include fees billed for other audit services, which are those services that only the
independent auditor reasonably can provide, and include the provision of comfort letters and
consents in connection with statutory and regulatory filings and the review of documents filed
with the SEC and other capital markets or local financial reporting regulatory bodies.
(3) Tax fees include fees billed for: (i) corporate and indirect compliance including preparation and/or
review of tax returns, preparation, review and/or filing of various certificates and forms and
consultation regarding tax returns and assistance with revenue authority queries; (ii) transfer
pricing advice and assistance with tax clearances; (iii) customs duties reviews and advice;
(iv) consultations and tax audits (assistance with technical tax queries and tax audits and appeals
and advice on mergers, acquisitions and restructurings); (v) personal compliance (preparation of
individual tax returns and registrations for employees (non-executives), assistance with applying
visa, residency, work permits and tax status for expatriates); and (vi) consultation and planning
(advice on stock-based remuneration, local employer tax laws, social security laws, employment
laws and compensation programs and tax implications on short-term international transfers).
(4) Other fees include fees billed for company establishment, forensic accounting, data security,
investigations and reviews of licensing arrangements with customers, other consulting services
and occasional training or reference materials and services.
Audit Committee pre-approval policies
and procedures
The Audit Committee of our Board of Directors is responsible, among
other matters, for the oversight of the external auditor subject to the
requirements of Finnish law. The Audit Committee has adopted a
policy regarding pre-approval of audit and permissible non-audit
services provided by our independent external auditor (the “Policy”).
Under the Policy, proposed services either: (i) may be pre-approved
by the Audit Committee in accordance with certain service categories
described in appendices to the Policy (“general pre-approval”);
or (ii) require the specific pre-approval of the Audit Committee
(“specific pre-approval”). The Audit Committee may delegate either
type of pre-approval authority to one or more of its members. The
appendices to the Policy set out the audit, audit-related, tax and other
services that have received the general pre-approval of the Audit
Committee. All other audit, audit-related (including services related to
internal controls and significant M&A projects), tax and other services
are subject to a specific pre-approval from the Audit Committee. All
service requests concerning generally pre-approved services will be
submitted to the Corporate Controller, who will determine whether the
services are within the services generally pre-approved. The Policy and
its appendices are subject to annual review by the Audit Committee.
The Audit Committee establishes budgeted fee levels annually for
each of the four categories of audit and non-audit services that are
pre-approved under the Policy, namely, audit, audit-related, tax and
other services. Requests or applications to provide services that
require specific approval by the Audit Committee are submitted to
the Audit Committee by both the external auditor and the Corporate
Controller. At each regular meeting of the Audit Committee, the
external auditor provides a report in order for the Audit Committee
to review the services that the auditor is providing, as well as the
status and cost of those services.
NOKIA IN 2014
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Financial statements Other information
Contents
Forward-looking statements
Glossary of terms
Investor information
Contact information
207
209
212
212
206
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NOKIA IN 2014
Forward-looking statements
It should be noted that Nokia and its businesses are exposed to
various risks and uncertainties and certain statements herein that are
not historical facts are forward-looking statements, including, without
limitation, those regarding:
A)
expectations, plans or benefits related to Nokia’s strategies;
B)
C)
expectations, plans or benefits related to future performance of
Nokia’s businesses Nokia Networks, HERE and Nokia Technologies;
expectations, plans or benefits related to changes in our
management and other leadership, operational structure and
operating model;
D) expectations regarding market developments, general economic
conditions and structural changes;
E)
expectations and targets regarding performance, including those
related to market share, prices, net sales and margins;
F)
timing of the deliveries of our products and services;
G)
expectations and targets regarding our financial performance,
operating expenses, taxes, cost savings and competitiveness,
as well as results of operations;
H) expectations and targets regarding collaboration and partnering
arrangements;
I)
J)
outcome of pending and threatened litigation, arbitration,
disputes, regulatory proceedings or investigations by authorities;
expectations regarding restructurings, investments, uses of
proceeds from transactions, acquisitions and divestments and
our ability to achieve the financial and operational targets set
in connection with any such restructurings, investments,
divestments and acquisitions, including any expectations, plans or
benefits related to or caused by the transaction where Nokia sold
substantially all of its Devices & Services business to Microsoft on
April 25, 2014; and
K)
statements preceded by or including “believe”, “expect”,
“anticipate”, “foresee”, “sees”, “target”, “estimate”, “designed”,
“aim”, “plans”, “intends”, “focus”, “continue”, “project”, “should”,
“will” or similar expressions.
These statements are based on the management’s best assumptions
and beliefs in light of the information currently available to it. Because
they involve risks and uncertainties, actual results may differ materially
from the results that we currently expect. We describe the risks and
uncertainties that affect the Nokia Group or are relevant to all Nokia
businesses at the beginning of this section and provide towards the
end information on additional risks that are primarily related to the
individual Nokia businesses: Nokia Networks, HERE and Nokia
Technologies. Factors, including risks and uncertainties that could
cause such differences include, but are not limited to:
1)
our ability to identify market trends and business opportunities
to select and execute strategies successfully and in a timely
manner, and our ability to successfully adjust our operations
and operating models;
2)
our ability to sustain or improve the operational and financial
performance of our businesses and correctly identify
or successfully pursue new business opportunities;
3)
our dependence on general economic and market conditions;
4)
5)
6)
7)
8)
9)
our exposure to regulatory, political or other developments
in various countries or regions;
our ability to invent new relevant technologies, products and
services, to develop and maintain our intellectual property
portfolio and to maintain the existing sources of intellectual
property related revenue and establish new such sources;
our ability to protect our intellectual property rights and defend
against third-party infringements and claims that we have
infringed third parties’ intellectual property rights, as well as
increased licensing costs and restrictions on our ability to use
certain technologies;
the potential complex tax issues, tax disputes and tax obligations
we may face, including the obligation to pay additional taxes in
various jurisdictions and our actual or anticipated performance,
among other factors, which could reduce our ability to utilize
deferred tax assets;
our ability to retain, motivate, develop and recruit appropriately
skilled employees;
the performance of the parties we partner and collaborate with,
as well as that of our financial counterparties, and our ability
to achieve successful collaboration or partnering arrangements;
10) exchange rate fluctuations, particularly between the euro, which
is our reporting currency, and the US dollar, the Japanese yen and
the Chinese yuan, as well as certain other currencies;
11) the impact of unfavorable outcome of litigation, arbitration,
contract-related disputes or allegations of health hazards
associated with our businesses;
12) any inefficiency, malfunction or disruption of a system or
network that our operations rely on or any impact of a possible
cybersecurity breach;
13) our ability to achieve targeted benefits from or successfully
implement planned transactions, such as acquisitions,
divestments, mergers or joint ventures, and manage unexpected
liabilities related thereto;
14) our ability to manage our operating expenses and reach targeted
results through efforts aimed at improving our financial
performance, for instance through cost savings and other
efforts aimed at increased competitiveness;
NOKIA IN 2014
207
Other information Forward-looking statements continued
Use of certain terms
Nokia Corporation is a public limited liability company incorporated
under the laws of the Republic of Finland. In this document,
any reference to “we,” “us,” “the Group” or “Nokia” means Nokia
Corporation and its subsidiaries on a consolidated basis and which
refers generally to Nokia’s continuing operations, except where
we separately specify that the term means Nokia Corporation or a
particular subsidiary or business segment only or the discontinued
operations, and except that references to “our shares”, matters
relating to our shares or matters of corporate governance refer
to the shares and corporate governance of Nokia Corporation.
Nokia Corporation has published its consolidated financial statements
in euro for periods beginning on or after January 1, 1999. In this
annual report on Form 20-F, references to “EUR,” “euro” or “€” are to
the common currency of the European Economic and Monetary Union,
and references to “dollars”, “US dollars”, “USD” or “$” are to the
currency of the United States.
15) our ability to optimize our capital structure as planned and
re-establish our investment grade credit rating;
16) Nokia Networks’ ability to execute its strategy or to effectively and
profitably adapt its business and operations in a timely manner
to the increasingly diverse needs of its customers in the mobile
broadband infrastructure and related services market or to such
technological developments;
17) Nokia Networks’ ability to effectively and profitably invest in
new competitive high-quality products, services, upgrades and
technologies and bring them to market in a timely manner;
18) Nokia Networks’ dependence on a limited number of customers
and large multi-year agreements and adverse effects as a result
of further operator consolidation;
19) Nokia Networks’ ability to manage our manufacturing, service
creation and delivery, as well as our logistics efficiently and
without interruption;
20) Nokia Networks’ dependence on a limited number of suppliers,
who may fail to deliver sufficient quantities of fully functional
products and components or deliver timely services meeting
our customers’ needs;
21) adverse developments with respect to customer financing or
extended payment terms Nokia Networks provides to customers;
22) the intense competition HERE faces and its ability to effectively
and profitably invest in new competitive high-quality services
and data and bring these to market in a timely manner or adjust
its operations efficiently;
23) HERE’s dependence on the overall automotive market
developments and customer business conditions;
24) HERE’s dependence, especially with respect to sales to the
automotive industry, on a limited number of customers and large
multi-year agreements;
25) Nokia Technologies’ ability to maintain its existing sources of
intellectual property related revenue or establish new sources;
26) Nokia Technologies’ dependence on a limited number of key
licensees that contribute proportionally significant patent licensing
income, including the outcome of the binding arbitration with
Samsung expected in 2015;
27) Nokia Technologies’ dependence on adequate regulatory
protection for patented or other propriety technologies; and
28) Nokia Technologies’ ability to execute its plans through business
areas such as technology licensing, licensing the Nokia brand
and other business ventures including technology innovation
and incubation,
as well as the risk factors specified on pages 74 to 89 of Nokia’s latest
annual report on Form 20-F under “Operating and Financial Review
and Prospects—Risk factors”. Other unknown or unpredictable factors
or underlying assumptions subsequently proven to be incorrect
could cause actual results to differ materially from those in the
forward-looking statements. Nokia does not undertake any obligation
to publicly update or revise forward-looking statements, whether as
a result of new information, future events or otherwise, except to the
extent legally required.
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NOKIA IN 2014
Glossary of terms
3G (Third Generation Mobile Communications): The third generation
of mobile communications standards designed for carrying both voice
and data generally using WCDMA or close variants.
3GPP (3rd Generation Partnership Project): Joint effort between
numerous telecommunications standards development organizations,
focused on developing globally applicable specifications for 3G cellular
technologies, including codecs and quality of service, to which
Nokia contributes.
4G (Fourth Generation Mobile Communications): The fourth
generation of mobile communications standards based on LTE,
offering IP data connections only and providing true broadband
internet access for mobile devices. See also LTE.
5G (Fifth Generation Mobile Communications): The next major
phase of mobile telecommunications standards. 5G will be the set
of technical components and systems needed to handle new
requirements and overcome the limits of current systems.
Access network: A telecommunications network between a local
exchange and the subscriber station.
Bandwidth: The width of a communication channel, which affects
transmission speeds over that channel.
Base station: A network element in a mobile network responsible
for radio transmission and reception to or from the mobile station.
Broadband: The delivery of higher bandwidth by using transmission
channels capable of supporting data rates greater than the primary
rate of 9.6 Kbps.
CDMA (Code Division Multiple Access): A technique in which radio
transmissions using the same frequency band are coded in a way
that a signal from a certain transmitter can be received only by
certain receivers.
Cellular network: A mobile telephone network consisting of switching
centers, radio base stations and transmission equipment.
CEM (Customer Experience Management): Software suite used to
manage and improve the customer experience, based on customer,
device and network insights.
Centralized RAN: Nokia Centralized RAN is an innovation that links
LTE base stations into cooperative clusters that turn user device
generated interference into useful traffic, which can double the
uplink throughput.
Continuing operations: Refers to the continuing operations of Nokia
following the sale of substantially all of our Devices & Services business
to Microsoft. Nokia’s continuing operations include three businesses:
Nokia Networks, HERE, and Nokia Technologies.
Convergence: The coming together of two or more disparate
disciplines or technologies. Convergence types are, for example,
IP convergence, fixed-mobile convergence and device convergence.
Core network: A combination of exchanges and the basic transmission
equipment that together form the basis for network services.
Devices & Services: Nokia’s former mobile device business,
substantially all of which was sold to Microsoft.
Digital: A signaling technique in which a signal is encoded into digits
for transmission.
Discontinued operations: Mainly refers to those operations we
divested to Microsoft.
Ecosystem: An industry term to describe the increasingly large
communities of mutually beneficial partnerships that participants
such as hardware manufacturers, software providers, developers,
publishers, entertainment providers, advertisers and ecommerce
specialists form in order to bring their offerings to market. At the heart
of the major ecosystems in the mobile devices and related services
industry is the operating system and the development platform upon
which services are built.
Engine: Hardware and software that perform essential core functions
for telecommunication or application tasks. A mobile device engine
includes, for example, the printed circuit boards, radio frequency
components, basic electronics and basic software.
ETSI (European Telecommunications Standards Institute): Standards
produced by the ETSI contain technical specifications laying down the
characteristics required for a telecommunications product.
EVS (Enhanced Voice Service): Speech codec reference software
selected by the 3GPP, to which Nokia contributed multi-year research
and development. EVS delivers vastly improved voice quality, network
capacity and advanced features for voice services over LTE, and other
radio access technologies standardized by 3GPP.
FD-LTE (Frequency Division Long-Term Evolution) also known
as FDD (Frequency Division Duplex): A standard for LTE mobile
broadband networks. Frequency Division means that separate,
parallel connections are used to carry data from the base station to
the mobile device (‘downlink’) and from the mobile device to the base
station (‘uplink’).
Feature phone: Mobile devices that support a wide range of
functionalities and applications, such as internet connectivity and
access to our services, but whose software capabilities are generally
less powerful than those of smartphones. The feature phones
manufactured by Nokia before the sale of our Devices & Services
business were mostly based on the Series 30+ operating system.
Flexi Multiradio base station: A system module platform developed to
support higher GSM, HSPA+, LTE and LTE-A capacities and wider variety
of BTS site configurations with minimized amount of equipment and
with lower power consumption.
Flexi Zone: A number of Flexi small cells which can be meshed together
in a zone which collectively act as a single but distributed macro cell.
NOKIA IN 2014
209
Other information Glossary of terms continued
Global Delivery Center: A remote service delivery center with a pool
of services experts, automated tools and standardized processes to
ensure that services across the entire network life cycle are delivered
to operators globally.
Global Services: A segment within Nokia Networks. Global Services
provides mobile operators with a broad range of services, including
professional services, network implementation and customer
care services.
GPS (Global Positioning System): Satellite-based positioning system
that is used for reading geographical position and as a source of the
accurate coordinated universal time.
GSM (Global System for Mobile Communications): A digital system for
mobile communications that is based on a widely-accepted standard
and typically operates in the 900 MHz, 1800 MHz and 1900 MHz
frequency bands.
HERE: A Nokia company focused on location intelligence.
HSPA (High-Speed Packet Access): A wideband code division multiple
access (WCDMA or 3G) feature that refers to both 3GPP high-speed
downlink packet access and high-speed uplink packet access.
Internet of Things: All things such as cars, the clothes we wear,
household appliances and machines in factories connected to the
Internet and able to automatically learn and organize themselves.
ICT: Information and communications technology.
Industrial design: Design process applied for products that will be
manufactured at mass scale.
IP (Intellectual Property): Intellectual property results from original
creative thought, covering items such as patents, copyright material,
trademarks, as well as business models and plans.
IP Multimedia Subsystem: Architectural framework designed to
deliver IP-based multimedia services on telco networks; standardized
by 3GPP.
IPR (Intellectual Property Right): Legal right protecting the economic
exploitation of intellectual property, a generic term used to describe
products of human intellect, for example patents, that have an
economic value.
IPR licensing: Generally refers to an agreement or an arrangement
where a company allows another company to use its intellectual
property (such as patents, trademarks or copyrights) under
certain terms.
LTE (Long-Term Evolution): 3GPP radio technology evolution
architecture and a standard for wireless communication of high-speed
data. Also referred to as 4G.
LTE-A (LTE Advanced ): The evolution of LTE that allows operators
to use more than one spectrum band in parallel and defines a set
of techniques focused on enhancing the mobile broadband user
experience, as well as reducing the cost per bit.
Microcell: A cell in a mobile phone network served by a low power
cellular base station covering a limited area, typically up to two
kilometers wide.
Mobile broadband: Refers to high-speed wireless internet connections
and services designed to be used from arbitrary locations.
Mobile Broadband: A segment within Nokia Networks. Mobile
Broadband provides mobile operators with radio and core network
software together with the hardware needed to deliver mobile voice
and data services.
Multiradio: Able to support several different radio access technologies.
NFC (Near Field Communication): A short-range wireless technology
that enables people to connect one NFC-enabled device with another,
or to read an NFC tag. By bringing one NFC-enabled mobile device
close to another NFC device, or to an NFC tag, people can easily share
content, access information and services, or pay for goods.
NFV (Network Functions Virtualization): Principle of separating
network functions from the hardware they run on by using virtual
hardware abstraction.
Nokia Networks: A Nokia business focused on mobile network
infrastructure software, hardware and services.
Nokia Technologies: A Nokia business focused on advanced
technology development and licensing.
NSN: Short for Nokia Solutions and Networks, the former name of
our Nokia Networks business. From 2007, NSN was known as Nokia
Siemens Networks until Nokia acquired Siemens’ 50% stake in the joint
venture in 2013.
OS (Operating system): Software that controls the basic operation of
a computer or a mobile device, such as managing the processor and
memory. The term is also often used to refer more generally to the
software within a device, including, for instance, the user interface.
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NOKIA IN 2014
Packet: Part of a message transmitted over a packet switched network.
Picocell: A small cellular base station typically covering a small area
typically up to 200 meters wide. Typically used to extend coverage
to indoor areas or to add network capacity in areas with very dense
phone usage, such as train stations.
Platform: Software platform is a term used to refer to an operating
system or programming environment, or a combination of the two.
PND (Portable Navigation Device): A term used to describe portable
devices or devices embedded in a vehicle that are used primarily for
navigation. Smartphones and increasingly feature phones may include
navigation functionalities, but are not generally referred to as PNDs.
Programmable World: Our vision of the future; a world where
connectivity will expand massively, linking people as well as hundreds
of billions of physical objects—from cars, home appliances and
smartphones, to wearables, industrial equipment and health monitors.
What distinguishes the Programmable World from the Internet of
Things is the intelligence that is added to data to allow people to
interpret and use it, rather than just capture it.
RAN (Radio Access Network): A mobile telecommunications system
consisting of radio base stations and transmission equipment.
SDN (Software Defined Networking): An approach to computer
networking that decouples the network control and forwarding
functions enabling the network control to become programmable
and the underlying hardware to be abstracted.
SEPs (Standard-Essential Patents): Generally, patents needed
to produce products which work on a standard, which companies
declare as essential and agree to license on fair, reasonable and
non-discriminatory (FRAND) terms.
Single RAN: Single RAN allows different radio technologies to be
provided at the same time from a single base station, using a
multi-purpose platform.
Small cells: low-powered radio access nodes (micro cells or picocell)
and are a vital element to handling very dense data traffic demands.
3G and LTE small cells use spectrum licensed by the operator; WiFi
uses unlicensed spectrum which is therefore not under the operator’s
exclusive control.
TD-LTE (Time Division Long Term Evolution, also known as TDD,
Time Division Duplex): An alternative standard for LTE mobile
broadband networks. Time Division means that a single connection
is used alternately to carry data from the base station to the mobile
device (‘downlink’) and then from the mobile device to the base
station (‘uplink’).
TD-SCDMA (Time Division Synchronous Code Division Multiple
Access): An alternative 3G standard.
Technology licensing: Generally refers to an agreement or
arrangement where under certain terms a company provides another
company with its technology and possibly know-how, whether
protected by intellectual property or not, for use in products or
services offered by the other company.
Telco Cloud: Applying cloud computing, SDN and NFV principles in
telecommunications environment, e.g. separating application software
from underlying hardware with automated, programmable interfaces
while still retaining telecommunications requirements such as high
availability and low latency.
Transmission: The action of conveying signals from one point to one
or more other points.
WCDMA (Wideband Code Division Multiple Access): A third-generation
mobile wireless technology that offers high data speeds to mobile and
portable wireless devices.
Wi-Fi: A technology enabling an electronic device to transfer data
wirelessly over a network, including high-speed internet connections.
WiMAX (Worldwide Interoperability for Microwave Access):
A technology of wireless networks that operates according to the
802.16 standard of the Institute of Electrical and Electronics
Engineers (IEEE).
NOKIA IN 2014
211
Other information Investor information
Contact information
Information on the Internet
company.nokia.com/en
Available on the internet: financial reports, members of the Nokia
Group Leadership Team, other investor-related materials and events,
press releases as well as environmental and social information,
including our Sustainability Report, Code of Conduct, Corporate
Governance Statement and Remuneration Statement.
Nokia Head Office
Karaportti 3
02610 Espoo
P.O. Box 226, FI-00045 Nokia Group
FINLAND
Tel. +358 (0) 10 44 88 000
Fax +358 (0) 10 44 81 002
Investor Relations contacts
investor.relations@nokia.com
Annual General Meeting
Date:
Tuesday, May 5, 2015 at 4.00 pm
Address: Messukeskus Helsinki, Expo and Convention Centre,
Messuaukio 1, Helsinki, Finland
Dividend
The Board of Directors proposes to the Annual General Meeting an
ordinary dividend of EUR 0.14 per share for the year 2014.
Financial reporting
Nokia’s interim reports in 2015 are planned for April 30, July 30,
and October 29. The 2015 results are planned to be published in
January 2016.
Information published in 2014
All Nokia’s global press releases and statements published in 2014
are available on the internet at company.nokia.com/en/news.
Stock exchanges
The Nokia Corporation share is quoted on the following stock
exchanges:
Nasdaq Helsinki (since 1915)
New York Stock Exchange (since 1994)
Symbol Trading currency
EUR
USD
NOK1V
NOK
212
NOKIA IN 2014
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