Innovation and possibilities
Nokia in 2015
Nokia is a global leader in the
technologies that connect people and
things. Powered by the innovation of
Bell Labs and Nokia Technologies, we are
at the forefront of creating and licensing
the technologies that are increasingly at
the heart of our connected lives.
With state-of-the-art software, hardware
and services for any type of network,
we are uniquely positioned to help
communication service providers,
governments, and large enterprises
deliver on the promise of 5G, the Cloud
and the Internet of Things (“IoT”).
The year 2015 marked our anniversary as a
150-year old company, being yet another year
of fundamental change as we took a major
step forward as the company shaping the
revolution in connectivity and digitization
in the Programmable World.
Our transformation continued as we
announced our acquisition of Alcatel Lucent in
a deal that, in early 2016, made us the leading
player in multiple technology categories,
including 4G (“LTE”), 5G, IP, optical and
fixed networks.
We also sold our HERE digital mapping and
location services business to a German
automotive industry consortium (the
“Consortium”), another indication of our plan
to focus on seizing major opportunities to
positively impact people’s lives each day and
improve how we access and tap the power
of connectivity.
The strength of our businesses puts us
in good stead as we move forward to make
the large and necessary investments to
successfully address the surmountable
challenges ahead of us—the huge demand
on network performance and access and
the need to simplify, optimize and automate
the complex flow of data across the network.
Our two main businesses in 2015,
Nokia Networks, a top provider of mobile
connectivity infrastructure and services,
and Nokia Technologies, our driver of future
innovation and licensing (Nokia Networks and
Nokia Technologies, together “Continuing
operations”), further demonstrated their
leadership in their respective fields with
solid financial performances.
We closed 2015 in a position of strength,
a reflection not only on how we executed
on a day-to-day basis but of the values that
underpin our actions.
Contents
Overview
Nokia at a glance
Nokia in 2015 – Transformation
for the next 150 years
Key data
Business overview
Letter from the President and CEO
Nokia’s role in the
Programmable World
Our values
Nokia’s strategy
Operational governance
and leadership
Nokia in 2016
Networks business in 2016
Nokia Technologies in 2016
Discontinued operations
Principal industry trends
affecting operations
Board review
Board review
Results of operations
Results of segments
Liquidity and capital resources
Material subsequent events
Sustainability and corporate
responsibility at Nokia
Employees
Shares and share capital
Board of Directors
and Management
Dividend
Nokia’s outlook
Risk factors
Corporate governance
Corporate governance statement
Compensation
General facts on Nokia
History of Nokia
Memorandum and Articles
of Association
Selected financial data
Shares and shareholders
Production of infrastructure
equipment and products
Key ratios
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Financial statements
Consolidated primary statements
Notes to consolidated
financial statements
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Parent Company primary statements 186
Notes to Parent Company
financial statements
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Signing of the Annual Accounts
2015 and proposal by the Board
of Directors for distribution
of profit
Auditor’s Report
Other information
Forward-looking statements
Glossary of terms
Investor information
Contact information
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Read more online:
company.nokia.com
NOKIA IN 2015
01
Overview Nokia at a glance
2015: A year of transformation
The year 2015 marked our 150th anniversary
as a company—an accomplishment that few
others can match.
We believe this longevity has been due to a
variety of factors, including a capacity for
intelligent adaptation, a pedigree for innovation,
a focus on the human aspects of technology,
and a track record for executing on our
strategic goals.
This past year is a prime example of these
factors combining to make 2015 another
year of transformation.
Acquisition of Alcatel
Lucent and divestment
of our HERE business
Our acquisition of Alcatel Lucent, announced
in April 2015, has produced a new leader
in next-generation technologies for the
Programmable World. It was made possible
due to the hard work and dedication of our
employees who ensured that we were able
to close the deal in early January, 2016, faster
than many thought possible. Our integration
planning has been thorough, allowing
us to move forward as one company from
January 14, 2016.
Another critical development in 2015 was the
sale of HERE, our digital mapping and location
services business, to a German automotive
industry consortium, comprising AUDI AG,
BMW Group and Daimler AG (the “Sale of the
HERE Business”), in a transaction that was
believed to be in the best interests of Nokia
and its shareholders, its customers as well as
the employees of the HERE business. The sale,
valued at an enterprise value of EUR 2.8 billion,
closed in December 2015.
02
NOKIA IN 2015
Our businesses in 2015
In 2015, through our Continuing operations,
we had a global presence with operations in
Europe, the Middle East & Africa, Greater
China, North America, Asia-Pacific and Latin
America and research and development
(“R&D”) facilities in Europe, North America
and Asia; and sales in approximately
130 countries. We employed approximately
56 000 people at the end of 2015.
Our Continuing operations delivered net
sales in 2015 of EUR 12.5 billion with strong
underlying profitability. We once again made
significant targeted R&D investments, a
bedrock of our success in innovation, with
R&D expenditures equaling approximately
EUR 2.1 billion in 2015.
Net sales 2015 by business
Net sales 2015 by region
2
6
A
B
1
5
4
1
2
3
1 Nokia Networks
€11 490m (+3%)
A Mobile Broadband € 6 064m (0%)
B Global Services
2 Nokia Technologies
€ 5 422m (+6%)
€ 1 024m (+77%)
€ 3 813m (+9%)
1 Europe(1)
2 Middle East & Africa € 1 177m (+12%)
3 Greater China
€ 1 712m (+24%)
4 Asia-Pacific
€ 3 230m (-2%)
5 North America
€ 1 594m (+4%)
6 Latin America
€ 973m (-4%)
(1) All Nokia Technologies net sales are allocated to Finland.
Year-on-year change is in parentheses.
Derived from our financial statements which were prepared in accordance with International Financial Reporting Standards, IFRS.
NOKIA IN 2015
03
Overview
Nokia at a glance continued
Our businesses
in 2016
The acquisition of Alcatel Lucent closed
in early January 2016. After the closing,
we have approximately 106 000
employees, and we have organized
our networks-oriented businesses into
four business groups: Mobile Networks,
Fixed Networks, IP/Optical Networks
and Applications & Analytics (together
the “Networks business”). The Networks
business is also supported by Bell Labs,
our research arm and innovation driver.
Additionally, we have a fifth business
group, Nokia Technologies.
Mobile Networks
Our end-to-end mobile broadband
products and services meet customers’
ever-increasing demands for content
and connectivity, scale with efficiency,
and deliver high-quality, reliable mobile
broadband experience.
Fixed Networks
We are the market leader in fixed
access technologies, providing fiber
and copper ultra-broadband solutions
to telecommunication operators, cable
operators, municipal governments and
enterprises. Our innovations power the
largest, fastest and most advanced
fixed broadband networks in the world,
enabling gigabit speeds over both
copper and fiber.
IP/Optical Networks
We help any organization with
carrier-grade needs meet the challenges
of evolving network infrastructure.
The shift to Cloud-based applications
and the IoT is putting tremendous
pressure on our customers’ business
models and networks. We’ve responded
with massively scalable systems,
software and services to build dynamic,
high-performance IP and optical
networks that connect everyone and
everything to the Cloud.
04
NOKIA IN 2015
Applications & Analytics
Our communications software and
applications help network operators,
enterprises and governments
accelerate innovation, gain revenue
from services and give their customers
a better experience.
Nokia Technologies
Nokia Technologies focuses on advanced
technology development and licensing.
In addition to licensing patents, we create
bold new products such as OZO, the first
commercially available professional
virtual reality camera. We also explore
brand licensing opportunities and,
through our technology incubation
program, develop new ideas supported
by our Labs R&D team.
NOKIA IN 2015
05
Overview Nokia in 2015 –
Transformation for the next 150 years
February
February 24, 2015
Nokia launched its first
zero CO2 emission
base station site
product offering that
cuts base station site
energy consumption
and CO2 emissions by
up to 70%.
January
January 5, 2015
Nokia Networks
announced it had
completed the
business transfer of
a part of the wireless
network business of
Panasonic System
Networks Company
Limited in Japan,
originally announced
in July 2014, aiming
to enhance its existing
mobile broadband
capabilities.
April
April 15, 2015
Nokia announced its
intention to acquire
Alcatel Lucent, in an
all-share transaction
valued at EUR 15.6
billion, to create an
innovation leader
in next generation
technology and
services.
April 15, 2015
Nokia announced
that it had initiated
a review of strategic
options for its HERE
digital mapping and
location services
business in light of its
intentions to acquire
Alcatel Lucent.
May
May 12, 2015
Nokia celebrated its
150th anniversary,
marking its start as
a wood pulp mill in
southwestern Finland
in the 19th century,
its rise to global
prominence in
mobility, and its
transformation today
to expand the human
possibilities of the
connected world.
May 27, 2015
Nokia Networks
announced that it had
signed an agreement
to acquire Eden Rock
Communications
LLC, a pioneer in self-
organizing networks
(“SON”) and creator of
Eden-NET, an industry
leading multivendor
centralized SON
solution, to enhance
its SON portfolio.
June
June 1, 2015
Nokia entered the
Cloud infrastructure
market with the
launch of a 5G-ready
Airframe data center
product that combines
the benefits of
Cloud computing
technologies with
the requirements of
the core and radio
telecommunications
world.
June 16, 2015
Nokia announced
that LG Electronics
has agreed to take
a royalty-bearing
smartphone patent
license from Nokia
Technologies,
becoming the latest
of more than 60 active
licensees for Nokia
Technologies 2G,
3G and LTE mobile
communication
technologies.
July
July 20, 2015
Nokia and Korea
Telecom announced
a plan to set up the
first IoT lab in the
Republic of Korea
in order to provide
IoT-related technical
expertise for small
and medium-sized
companies and to lay
a strong foundation
for the creation
of a technological
ecosystem where
everyone and
everything is
connected.
July 29, 2015
Nokia announced the
launch of OZO, the
first commercially
available virtual reality
camera designed and
built for professional
content creators and
the first in a planned
portfolio of digital
media products.
January 4&7, 2016
Nokia announced that it had gained
control over Alcatel Lucent and
the closing of the transaction
following a successful public
exchange offer for all outstanding
Alcatel Lucent securities.
06
NOKIA IN 2015
September
September 10, 2015
Nokia was included
in the Dow Jones
Sustainability Index
as recognition
for its economic,
environmental and
social responsibility
initiatives.
August
August 3, 2015
Nokia announced the
agreement to sell its
HERE digital mapping
and location services
business to a German
automotive industry
consortium at an
enterprise value of
EUR 2.8 billion.
August 5, 2015
Nokia announced its
new stock symbol
trading code, NOKIA,
on Nasdaq Helsinki,
as part of recognizing
Nokia’s 150th
anniversary.
December
December 2, 2015
Nokia’s shareholders
showed their
overwhelming support
for the acquisition of
Alcatel Lucent by an
astounding margin
of 99.5% at the
Extraordinary General
Meeting.
December 4, 2015
Nokia announced the
closing of the sale
of HERE to a German
automotive industry
consortium.
October
October 7, 2015
Nokia announced the
planned leadership
and organizational
structure for the
combined Nokia
and Alcatel Lucent,
highlighting the
progress of preparing
the combined
company for unified
operations upon
closing of the
transaction.
October 21, 2015
Nokia announced that
all required regulatory
approvals were
received to allow
Nokia to proceed
with its acquisition
of Alcatel Lucent.
October 29, 2015
Nokia announced a
EUR 7 billion capital
structure optimization
program consisting of
approximately EUR 4
billion in shareholder
distributions and
approximately
EUR 3 billion of
de-leveraging; and
announced that the
targeted annual
operating cost
synergies of EUR 900
million related to
the Alcatel Lucent
transaction are
expected to be
achieved in 2018,
one year ahead
of the originally
announced schedule.
November
November 4, 2015
Nokia announced that
CDP, a leading global
organization working
with shareholders and
companies to disclose
greenhouse gas
emissions of major
corporations, gave
Nokia a perfect
score of 100 for its
disclosure of climate
change data and
retained Nokia in the
CDP Nordic Climate
Disclosure Leadership
Index for 2015.
Nokia Networks and
China Mobile Research
Institute announced
a Memorandum
of Understanding
on their strategic
cooperation in
the evolution and
development of 5G.
January 14, 2016
Nokia and Alcatel Lucent
celebrated their first day
of combined operations,
marking the completion of
Nokia’s latest transformation
and the creation of a
global leader in technology
and services for a
connected world.
NOKIA IN 2015
07
Overview Key data
Net sales 2015
Operating profit 2015
Net sales (€m)
€12.5bn
Diluted EPS 2015
€0.31
€1.7bn
Net cash at December 31, 2015
€7.8bn
1
1
7
9
5
1
1
7
6
2
1
2
4
9
9
2013
2014
2015
The following table sets
forth summary financial and
non-financial information for the
years ended December 31, 2015
and 2014 for our 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
Nokia Networks
Nokia Technologies
Gross margin
Operating profit
Nokia Networks
Nokia Technologies
Group Common Functions
Operating margin
Financial income and expenses
Income tax (expense)/benefit
Profit
Earnings per share (“EPS”), EUR diluted
Average number of employees
Nokia Networks
Nokia Technologies
Group Common Functions
Total
Net sales by region
Europe
Middle East & Africa
Greater China
Asia-Pacific
North America
Latin America
Total
2015
EURm
12 499
11 490
1 024
43.6%
1 688
1 096
719
(127)
13.5%
(177)
(346)
1 194
0.31
55 509
596
585
56 690
3 813
1 177
1 712
3 230
1 594
973
12 499
2014
EURm
11 762
11 198
578
41.7%
1 412
1 210
343
(142)
12.0%
(401)
1 719
2 718
0.67
50 557
650
292
51 499
3 493
1 053
1 380
3 289
1 538
1 009
11 762
Change
6%
3%
77%
190bps
20%
(9)%
110%
(11)%
150bps
(56)%
–
(56)%
(54)%
10%
(8)%
100%
10%
9%
12%
24%
(2)%
4%
(4)%
6%
08
NOKIA IN 2015
Operating profit (€m) and
operating margin (%)
Diluted EPS (€)
Net cash at December 31 (€m)
1
6
8
8
13.5%
1
4
1
2
12.0%
6
7
2
5.7%
.
0
6
7
7
7
7
5
.
0
3
1
.
0
0
7
5
0
2
3
2
3
0
9
2013
2014
2015
2013
2014
2015
2013
2014
2015
Operating profit
Operating margin
Organizational structure and
reportable segments in 2015
In 2015, we had two main businesses (Nokia
Networks and Nokia Technologies) following
the Sale of the HERE Business. For financial
reporting purposes we had three operating
and reportable segments: Mobile Broadband
and Global Services (both within Nokia
Networks), and Nokia Technologies.
The HERE business was reported as
Discontinued operations from the third
quarter of 2015 onwards. Refer to “Business
overview—Discontinued operations”.
Organizational structure and
reportable segments in 2016
In 2016, we have five business groups:
Mobile Networks, Fixed Networks, IP/Optical
Networks and Applications & Analytics; as well
as Nokia Technologies.
In China, Alcatel Lucent has a joint venture
Alcatel Lucent Shanghai Bell (“ASB”). ASB is
the first foreign-invested company limited
by shares in China, owned by Alcatel Lucent
(50% plus one share) and China Huaxin Post &
Telecommunication Economy Development
Center (“China Huaxin”, 50% minus one
share). ASB provides end-to-end
telecommunication solutions and services
for customers in China and worldwide.
In August 2015, Nokia and China Huaxin
signed a memorandum of understanding
(“MoU”) confirming their intention to combine
Nokia’s telecommunications infrastructure
businesses in China (“Nokia China”) and ASB
into a new joint venture. As agreed under the
MoU, Nokia expects to hold 50% plus one
share in the new joint venture, with China
Huaxin holding the remaining shares. Fair
value compensation would be received for
the contribution of relevant assets to the joint
venture. The new joint venture is expected
to be a strong national asset based in China
capable of delivering value for both parties.
Nokia China and ASB are leaders in the
Chinese telecommunications infrastructure
market and both are long-standing
contributors to the development of China
and innovation in the country. The new joint
venture is planned to operate under the
English name of Nokia Shanghai Bell and
would be registered in the China (Shanghai)
Pilot Free Trade Zone. The new joint venture
would have one board of directors, one
management team, unified customer and
business functions, as well as an integrated
product portfolio and R&D platform.
For financial reporting purposes, from the
first quarter 2016, we intend to align our
financial reporting under three reportable
segments: (i) Ultra Broadband Networks
comprising Mobile Networks and Fixed
Networks, (ii) IP Networks and Applications
comprising IP/Optical Networks and
Applications & Analytics, all within our
Networks business, and (iii) Nokia Technologies.
Additionally, we intend to disclose
segment-level data for Group Common and
Other, which comprises Group-wide support
functions and certain unallocated businesses.
NOKIA IN 2015
09
Overview
Business overview
A global leader in
technology and
services for a
connected world
10
NOKIA IN 2015
Contents
Letter from the President and CEO
Nokia’s role in the
Programmable World
Our values
Nokia’s strategy
Operational governance
and leadership
Nokia in 2016
Networks business in 2016
Market overview
Business overview
and organization
Mobile Networks
Fixed Networks
IP/Optical Networks
Applications & Analytics
Bell Labs
Services
Sales and marketing
Research and development
Patents and licenses
Competition
Nokia Technologies in 2016
Market overview
Business overview
Strategy
Sales and marketing
Research and development
Patents and licenses
Competition
Discontinued operations
HERE business
Devices & Services business
Principal industry trends
affecting operations
Business specific trends
Networks business
Nokia Technologies
Nokia Group
Trends affecting our businesses
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NOKIA IN 2015
11
Business overview
Letter from the
President and CEO
Profit before tax from Continuing
operations in 2015
€1.5bn
Capital structure optimization program
€7bn
Planned shareholder distributions
€4bn
In 2015, we celebrated our
150th anniversary. In a sector
full of start-ups and companies
that come and go every
year, that is a remarkable
achievement. And, despite our
age, we are certainly showing
no signs of slowing down.
Our acquisition of Alcatel Lucent is an
industry-changing event and opens exciting
new opportunities for us and our customers.
The transaction makes financial and strategic
sense on every level. It also does something
more: it enables us to pursue our vision
to expand the human possibilities of the
connected world. In this rapidly approaching
world, where everyone and everything will be
connected, we are positioned both to do well
and do good.
The new Nokia comprises five business
groups: Mobile Networks, Fixed Networks, IP/
Optical Networks, Applications & Analytics and
Nokia Technologies. These groups start from
a position of strength, including many number
one positions in our key market segments.
Further, these groups together give us
the broad scope necessary to provide our
customers with smarter, more efficient and
more agile networks.
The acquisition of Alcatel Lucent, culminating
in our first day of combined operations as
the new Nokia on January 14, 2016, also
gives us a stronger position in many regions.
In North America we became the market
leader; in China we are the largest vendor
headquartered outside the country; in
Europe, Latin America and Middle East and
Africa we have roughly doubled our size.
Another critical development in 2015 was
the sale of HERE―our digital mapping and
location services business―to a German
automotive industry consortium in December.
HERE is a well-established business that
we believe will go on to be very successful.
Our cash-generating strength and
commitment to creating shareholder value
was reflected in our EUR 7 billion capital
structure optimization program, announced
in October, comprising EUR 4 billion in
shareholder distributions and EUR 3 billion
in de-leveraging.
These developments have had a
transformational effect on our company, yet
I am particularly proud of the focus that our
employees demonstrated in 2015. Despite
a soft start to the year, and difficult market
conditions, our two continuing businesses
―Nokia Networks and Nokia Technologies―
again demonstrated leadership in their
respective fields with solid financial and
operational performances.
Business performance
In 2015, profit before tax from Continuing
operations increased more than 50% to
EUR 1.5 billion versus 2014 on EUR 12.5 billion
in net sales, which were 6% above the
year-ago period.
12
NOKIA IN 2015
“Our acquisition of
Alcatel Lucent is an
industry-changing event
and opens exciting new
opportunities for us
and our customers.
It enables us to pursue
our vision to expand the
human possibilities of
the connected world.”
These are exciting times for the new Nokia.
Despite near-term challenges in our industry,
we are well positioned to deliver on the three
major opportunities that are ahead of us.
Firstly, the convergence between fixed,
mobile, and IP and optical networks where
we have the talent and expertise to deliver
exceptional new products and services to
our customers. Secondly, the convergence
between the telecommunications world and
the IT world, where we are also well placed to
deliver game-changing solutions.
Finally, our end-to-end capability and cutting
edge research and innovation mean that we
are well positioned for the rising tide of IoT
products, services and business models. This
position will be reinforced as we move toward
a more flexible network with 5G. This new
connected world will offer great potential
for all of us—individuals and businesses alike.
By focusing on, and expanding, the human
possibilities that this new world will create,
we are ideally placed for the future.
Rajeev Suri
President and CEO
Nokia Networks recorded a 2015 net sales
increase of 3%, and we kept our focus on
delivering strong profitability despite market
conditions. In that vein, Nokia Networks’ gross
margin in the final quarter of the year was an
excellent 39.6%, our third consecutive
quarter above 39%.
Nokia Networks’ various highlights of 2015
included our announcement with China Mobile
in October for a comprehensive framework
agreement, valued at more than USD 1 billion
(EUR 930 million) for mobile communications
equipment and services.
Nokia Technologies’ net sales for the year
increased 77% to EUR 1.02 billion as a result
of revenue stemming from the positive
outcome of a multi-year patent arbitration
process with Samsung, with operating profit
similarly increasing 110% versus 2014.
The arbitration was focused on a portion of
the patent portfolio of Nokia Technologies.
There are a number of patents within Nokia
Technologies that were not covered and, of
course, we have separate patent portfolios
outside Nokia Technologies that were
excluded as well.
Given this, we expect to have further
discussions with Samsung related to those
parts of our intellectual property that were
not covered by the arbitration. In time, we
believe that we will generate additional
revenue from Samsung in these areas.
In July, Nokia Technologies launched OZO,
the first commercially-available virtual reality
camera designed and built for professional
content creators, and the first in a planned
portfolio of digital media products. We are
receiving rave reviews from Hollywood and
NASA amongst others, and are excited by OZO’s
prospects to transform the media landscape.
Sustainability and the year ahead
Finally, I am proud that our solid 2015 results
came while achieving our sustainability
objectives.
For example, we were more energy efficient
in our own operations and, as a result, our
greenhouse gas emissions from our offices
and factories around the world decreased by
12%, including our green electricity purchases.
And we launched our first ‘zero CO2 emission’
base station site offering that alone cuts base
station site energy consumption and CO2
emissions by up to 70%, while remaining CO2
emissions can be reduced to zero by using
renewable energy sources.
In September, we were included in the Dow
Jones Sustainability Index in recognition
of our economic, environmental and social
responsibility; and, in November, our
commitment to addressing climate change
was recognized by the CDP—a leading global
organization working with shareholders
and companies to disclose greenhouse gas
emissions of major corporations—as they
included us with a perfect score of 100 in
their Climate Change A-list.
NOKIA IN 2015
13
Business overview Nokia’s role in the
Programmable World
We are playing a leading role in shaping
the new revolution in connectivity and
digitization in which everyone, everything,
everywhere are connecting.
We call this revolution the Programmable
World, one in which there is renewed
opportunity to positively impact people’s
lives and the environment each day and
improve how we access and tap the power
of connectivity.
For example, the opportunity to transform
travel by connecting services with passengers
and public safety; to use smart metering and
intelligent energy applications to conserve
resources; and to automate financial and
retail services to simplify our lives.
At Nokia, we are enabling a new type of
network that is versatile, intelligent, and
reliable in order to meet the huge demand on
network performance and access; to simplify,
optimize, and automate the complex flow of
data across the network; and to transform the
way networks, data, and technology not only
connect us, but intelligently work to enrich
our lives.
In the Programmable World, where everyone
and everything becomes connected through
data from billions of sensors everywhere via
the internet, there is a fresh opportunity to
positively impact the way people live and
work each day—to make the world more
productive, efficient, safe, healthy, smart,
and sustainable.
However, we cannot just keep improving
today’s networks in the same way. We need a
new approach in which the network is not the
limiting factor, but the enabler and accelerator
with seemingly unlimited and ubiquitous
bandwidth that allows new services and
applications to flow without constraint.
The network needs distributed and
interconnected intelligence, with enormous
versatility in how its resources are controlled,
and the cognitive ability to self-organize
and dynamically adapt, in real time, to
meet demand.
“We are enabling a new
type of network that
is versatile, intelligent,
and reliable; able to
simplify, optimize, and
automate the complex
flow of data; and to
transform the way
networks, data, and
technology intelligently
work to enrich our lives.”
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NOKIA IN 2015
At Nokia, we have always focused on designing
technology in the service of people. We are
driven by our vision of expanding the human
possibilities of technology of the connected
world. We are committed to four core
strengths that distinguish how we design
and deliver technology to help people thrive
in the Programmable World:
1. Technology that thinks ahead
We deploy self-managing technology that
works invisibly in the background, and adapts
to anticipate people’s needs. The more
pervasive the network becomes, the more
discreetly and smartly it needs to work.
2. Making sophisticated
technology simple
We select, create, and apply technology
thoughtfully so that it is effortless and
intuitive to use for all customers and
end users, regardless of the power and
complexity that lie beneath the technology.
Respect is a key value of Nokia
We work openly and
collaboratively, seeking to
earn respect from others.
3. Integrity of design and
execution
Our technology, networks, and data,
are resilient and dependable. Privacy and
security are built-in from the start, not as
an afterthought. Quality is designed into
everything we do, from our systems,
processes, and software interfaces, to the
service we provide customers. Integrity
is critical for creating networks for the
Programmable World, and fundamental
to who we are, and how we operate.
Our values
We want to be proud of what we
achieve—and how we achieve it.
We pursue high performance,
aligned with our values. We
continuously pursue this with
the highest integrity, in a human,
ethical and sustainable way.
4. Grounded in real life
We are realistic about how technology works
for people in their daily lives. Our innovation
is focused on meeting real human needs to
positively impact the everyday experience
of people.
Respect
Acting with uncompromising
integrity, we work openly and
collaboratively, seeking to earn
respect from others.
Challenge
We are never complacent, ask
tough questions, and push for
higher performance to deliver
the right results.
Achievement
We take responsibility, and are
accountable for driving quality,
setting high standards, and
striving for continuous
improvement.
Renewal
We constantly refine our skills,
learn and embrace new ways of
doing things, and adapt to the
world around us.
NOKIA IN 2015
15
Business overview Nokia’s strategy
With the acquisition of Alcatel Lucent,
we have the innovation capability,
the portfolio, and the global scale
to lead in shaping and deploying the
technologies that are at the heart
of an increasingly connected world.
Developing the world’s most
demanding mobile market
The South Korean market is advanced, and
its consumers are demanding. We’re working
with the leading operators in the country
to bring 5G and IoT to this dynamic market.
In a joint 5G trial with SK Telecom, we achieved
19.1Gbps transmission speed over the air.
We’ve also set up the country’s first IoT lab
with Korea Telecom.
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NOKIA IN 2015
“We can leverage the strength of our complete
and converged portfolio to help our customers
to capitalize on the opportunities from an
industry in transition.”
All the use cases outlined below will provide
opportunities for new business models for
the players in the IoT ecosystem and create
new pockets of revenue growth for network
vendors such as us. We believe we can
leverage the strength of our complete and
converged portfolio of network infrastructure,
software, services and advanced technologies,
to help our customers—telecommunications
operators, governments, enterprises and
webscale players—to capitalize on the
opportunities from an industry in transition.
We are well-positioned to lead the change
in our industry, which is undergoing rapid
technological development and continuous
disruption, driven by some key trends:
■ Unprecedented increase of data, driven
by consumer demand for video, social
networking and other Cloud-based services
that are increasingly accessed through
mobile devices;
■ Ongoing digitization of business processes
as well as people’s lives, generating vast
quantities of data that need to be analyzed
and managed, as services and entire
industries become ever more connected
through Cloud-based applications and
IoT becomes a reality;
■ Demand and stricter guidelines for
enhanced network and application
security and privacy to protect individuals,
businesses, public services and national
interests that are all increasingly reliant
on connectivity and data;
■ The convergence of disparate network
technologies—across mobile, fixed, and IP
and optical networks—to enhance network
performance and profitability and simplify
networking services; and
■ The convergence of telecommunications
and IT domains, as networks become
increasingly virtual, managed through
software applications and platforms via
the Cloud, decoupled from hardware and
increasingly connected to open-source
ecosystems through application
programming interfaces (“APIs”).
As the industry changes, so does the market
opportunity. Operators are facing slowing
growth of wireless subscribers, declining
revenues per user from connectivity services,
and ever-increasing demand for data that
is driving traffic on their networks. While
driving network efficiency is key, scaling the
subscriber base and diversifying service
provision are also critical.
In parallel, enterprises and webscale players
are requiring greater flexibility with network
infrastructures to adjust to the convergence
of IT and telecommunications technologies,
and to take advantage of the scalability
and efficiency that Cloud-based software
platforms offer.
To address these opportunities, we are
focusing our strategy in four areas:
1. Leading in network infrastructure,
converging mobile, fixed, IP and optical
networks, optimized by and for the Cloud
2. Expanding in adjacencies and gaining
software leadership for network
optimization, service innovation, and
customer experience enhancement
3. Diversifying by providing network
performance and flexibility for large-scale
enterprises
4. Leveraging new business opportunities
created through the Internet of Things
NOKIA IN 2015
17
Business overview Nokia’s strategy continued
1
2
Leading in network infrastructure, converging
mobile, fixed, IP and optical networks, optimized
by and for the Cloud
Expanding in adjacencies and gaining software
leadership for network optimization, service
innovation, and customer experience
enhancement
With a complete portfolio
spanning mobile, fixed and
IP and optical networks, we
are a global market leader in
network infrastructure for
telecommunications operators.
We will continue to drive
profitability by extracting
cost through our ultra-lean
operating model. We will also
enhance network efficiency and
performance by converging
technologies from across our
business groups to create
one seamless network for all
services. By maximizing the
synergies across our products
and services—e.g., copper, fiber,
LTE, and, in the future, 5G—we will
give our customers the flexibility
to create customized broadband
access solutions to the most
economical point.
Other areas in which we will
leverage our converged portfolio
are Software Defined Networks
(“SDN”), Cloud transformation,
and backhaul solutions.
Furthermore, we will enhance our
leadership through innovation in
next-generation technologies: 5G
in mobile networks, TWDM-PON
and XG-FAST in fixed networks,
and 400G/1TB-transport in
optical networks.
Our goal is to lead in the network
software platforms that will help
our customers extract greater
value from their network
infrastructure. We are building a
coherent suite of software and
services that bring together
Network Function Virtualization
(“NFV”), SDN, and advanced
applications and analytics,
to enable customers to more
easily manage, scale, automate,
secure, and monetize their
networks through intuitive
Cloud-based applications.
We have strong products and
services in this area including
subscriber management, device
management, IP Multimedia
Subsystems, and Customer
Experience Management, which
further build our strong operator
customer relationships and
leverage our infrastructure
expertise; and with CloudBand
and Nuage Networks products,
our software expertise extends
into the enterprise market.
Furthermore, we are developing
transversal platforms for
security in IoT for connectivity
management and application
enablement, as well as for
analytics to provide network,
customer, and business
intelligence.
18
NOKIA IN 2015
3
4
Diversifying by providing network performance
and flexibility for large-scale enterprises
Leveraging new business opportunities created
through the Internet of Things
We are also deploying our
expertise in LTE to capture a
greater share of mobile networks
in the public safety market, and
offering our software platforms
to enterprise customers.
The increasing digitization
of enterprises offers growth
opportunities beyond a
core customer base of
telecommunications operators.
We are focused on serving the
needs of webscale players,
technology-centric fortune
500 enterprises and public
sector bodies that require high
performance networks and seek to
take advantage of the convergence
of telecommunications and IT
technologies. More specifically, we
are building on the SDN expertise
of Nuage Networks to further
enter the Enterprise Datacenter
business, leveraging our IP and
optical assets to increase our
presence in key industry verticals,
such as utilities and transport.
Our strategy is guided by our
vision of the Programmable World
—a world in which connectivity will
greatly expand and link people
and billions of physical objects.
In this world automated analytics
will both improve and simplify
people’s lives, reduce costs and
optimize business operations. For
instance, we envision widespread
use of autonomous driving cars
that offer the promise of reducing
road fatalities significantly and
optimizing traffic flows; smart
monitoring systems for utilities,
decreasing the waste of precious
resources such as water and
energy; smart cities, optimizing
traffic flows and energy
consumption; digital health
applications to offer patients
remote monitoring and
preventive care benefits;
increasing the well-being of
humans; traffic management
systems for drones to increase
public safety and drone reliability;
public safety applications for
positioning and augmented
reality, to improve first
responders’ work processes and,
thus, increase the chances of
survival of accident victims and
the safety of the first responders;
and virtual reality, enabling
unprecedented experiences.
The IoT plays a pivotal role in
translating our vision into a reality.
It creates new opportunity in
all customer and technology
segments, and we have a two-fold
strategy to capitalize on these
opportunities. Firstly, we are
designing, building, and
optimizing network infrastructure
to meet the increased and diverse
performance requirements that
will enable the IoT: scalable,
flexible, Cloud-based, efficient,
and secure. To meet the
requirements of IoT, mass
communication and low-latency
communication are critical.
Hence, we are creating a strong
portfolio of IoT connectivity
solutions that adapt to specific
customer needs, from LTE-based
mobile edge computing, to
narrowband IoT, LTE-M, and 5G.
Moreover, we provide solutions
for IoT core, security and
platforms, to enable a broad array
of uses. Secondly, we are building
an ecosystem of products and
services that will enable the
specific use cases in the areas of
connected mobility, public safety,
digital health, connected industry,
and smart cities.
NOKIA IN 2015
19
Business overview Operational governance
and leadership
We have a strong and experienced leadership
team that brings together leaders with many
years of experience in telecommunications and
technology, finance, sales and operations and
various other business disciplines.
The diversity of business backgrounds of the
Nokia Group Leadership Team (the “Group
Leadership Team”) members has been integral
to the transformation of Nokia into an industry
and innovation leader in next-generation
technology and services in recent years.
The Nokia Group Leadership Team is
responsible for all group-level issues, including
our strategy and the overall business portfolio.
Rajeev
Suri
President and Chief
Executive Officer
Samih
Elhage
President of
Mobile Networks
Federico
Guillén
President of
Fixed Networks
Basil
Alwan
President of
IP/Optical Networks
Bhaskar
Gorti
President of
Applications
and Analytics
Timo
Ihamuotila
Chief Financial
Officer
20
NOKIA IN 2015
For the full biographies of the
Group Leadership Team, see
pages 22 to 23 and 83 to 85
Hans-Jürgen
Bill
Chief Human
Resources Officer
Kathrin
Buvac
Chief Strategy
Officer
Ashish
Chowdhary
Chief Customer
Operations
Officer
Barry
French
Chief Marketing
Officer
Marc
Rouanne
Chief Innovation
and Operating
Officer
Maria
Varsellona
Chief Legal
Officer
Ramzi
Haidamus
President
of Nokia
Technologies
NOKIA IN 2015
21
Business overview Operational governance
and leadership continued
Members of the Nokia Group
Leadership Team
The Group Leadership Team, chaired by
Rajeev Suri, comprises the following thirteen
(13) members; the President and Chief
Executive Officer (“President and CEO”),
five (5) business group leaders and seven
(7) unit leaders:
Rajeev Suri
b. 1967
President and CEO of Nokia Corporation
Federico Guillén
b. 1963
President of Fixed Networks
With more than 26 years of international
experience, Rajeev is a leader with a passion
for creating value 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,
including leading the complete turnaround of
Nokia Solutions and Networks. As President
and CEO of Nokia, he has helped transform
Nokia into a global leader in the technologies
that connect people and things. Under
Rajeev’s leadership Nokia has seen significant
transformational steps including the
acquisition of Alcatel Lucent and an increase
in market capitalization. He also serves as
a member of UN Broadband Commission
for Sustainable Development.
Rajeev holds a Bachelor of Engineering
(Electronics and Communications) from
Manipal Institute of Technology, India.
Samih Elhage
b. 1961
President of Mobile Networks
Samih has more than two decades of
senior experience in the telecommunications
industry, with a successful track record
of business transformation, establishing
operational excellence in diverse global
markets and creating and implementing
strategies for growth and sustained
profitability. He joined Nokia Siemens
Networks in 2012 as Chief Operating Officer
and added the role of Chief Financial Officer
of Nokia Solutions and Networks to his
responsibilities in 2013.
Samih holds degrees in Electrical Engineering
(telecommunications) and Economics from
the University of Ottawa, Canada along with
a master’s degree in Electrical Engineering
(telecommunications) from the École
Polytechnique de Montréal, Canada.
Federico has over 25 years of experience
in the telecommunications industry, most
recently as President of Fixed Networks
at Alcatel Lucent. Prior to this role, he was
General Manager of Alcatel Lucent Spain and
head of the Telefónica Global account team.
Federico holds a Master’s Degree in Switching
& Communication Architectures from ETSIT
at Universidad Politécnica de Madrid, Spain, as
well as Masters in International Management
from ESC Lyon and Alcatel, France.
Basil Alwan
b. 1962
President of IP/Optical Networks
Basil served previously as Alcatel Lucent’s
President of IP Routing and Transport, a
business that grew over the years into the #2
market position in service provider IP/MPLS
routing, with over 400 customers in more
than 120 countries. He joined Alcatel Lucent
in 2003 following the company’s acquisition
of privately held TiMetra Networks, a Silicon
Valley based start-up focused on routers
for IP/MPLS, networks where he was founder
and served as President and CEO.
Basil holds a Bachelor’s Degree in Computer
Engineering from the University of Illinois at
Urbana-Champaign, the United States.
Bhaskar Gorti
b. 1966
President of Applications & Analytics
Bhaskar oversaw the development of Alcatel
Lucent’s business units that developed
technologies for Cloud-based networking and
virtualization, including NFV. Prior to joining
Alcatel Lucent, he served as Senior Vice
President and General Manager of Oracle
Communications Global Business Unit from
2006 to 2015. He had previously served as
Senior Vice President at Portal Software,
which was sold to Oracle Corporation in 2006.
Bhaskar holds a Bachelor’s in Technology,
Electrical Engineering, from National Institute
of Technology, Warangal, India and a Master
of Science Degree in Electric Engineering
from Virginia Tech, the United States.
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NOKIA IN 2015
Marc Rouanne
b. 1963
Chief Innovation & Operating Officer
Marc has more than 20 years of international
management experience in the
telecommunications industry, having held
positions in research and development,
customer operations and product
management in the United States, France
and Finland. He joined Nokia in 2008 from
Alcatel Lucent and before that Alcatel, where
he held various senior management positions.
Marc has led Nokia’s Mobile Broadband
Business, successfully shifting the investment
focus to new technologies, opened up the
company to the open ecosystem accelerating
time to market, improved the company’s
R&D efficiency significantly every year,
and implemented a strong quality culture,
working towards becoming employer
of choice in each R&D site.
Maria Varsellona
b. 1970
Chief Legal Officer
Maria joined Nokia Siemens Networks 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, she
started her career in private practice, and she
also lectured in international contract law at
the University of Florence, Italy.
Ramzi Haidamus
b. 1964
President of Nokia Technologies
Kathrin Buvac
b. 1980
Chief Strategy Officer
Ramzi is a technology-licensing expert with
proven business skills and a strong innovation
background. Before joining Nokia, he spent
17 years helping Dolby Laboratories, Inc.
grow into a world-class patent licensing
organization.
Ramzi holds a BS in electrical engineering
and an MS in computer engineering from
the University of the Pacific, California, the
United States, and has completed advanced
coursework at Stanford University, the
University of California at Berkeley, Harvard
University, and the Center for Creative
Leadership in the United States.
Timo Ihamuotila
b. 1966
Chief Financial Officer
Timo is responsible for financial matters of
the Nokia Corporation including external and
internal reporting, business performance
reviews and capital allocation. He also
oversees Investor Relations, M&A, Treasury
and Nokia Growth Partners. He has been a
member of the Nokia Leadership Team since
2007. Timo joined Nokia in 1993 and his
responsibilities at 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.
Hans-Jürgen Bill
b. 1960
Chief Human Resources Officer
Hans-Jürgen has over 20 years of experience
in the telecommunications industry. Prior to
Nokia Siemens Networks, he held a range of
diverse roles at Siemens, which he joined in
1983. When Nokia Siemens Networks was
formed in 2007, Hans-Jürgen became Head
of West South Europe region. He assumed
the role of Head of Human Resources for
Nokia Siemens Networks in 2009 and for
Nokia Corporation in 2014.
With over 15 years of telecommunications
experience, Kathrin has helped shape Nokia
Networks’ vision and strategy over the years,
most recently as Vice President of Corporate
Strategy. Her responsibilities include market
forecasting, portfolio watch, business
development and leading the company’s
overall efforts in the Internet of Things.
Before her current role, she served as Chief
of staff to the CEO of Nokia Solutions and
Networks from 2011-2013.
Kathrin previously worked at Siemens and
EADS Aerospace and Defence.
Ashish Chowdhary
b. 1965
Chief Customer Operations Officer
Ashish holds over 25 years of international
experience in the enterprise and
telecommunications sectors and has a track
record of consistently delivering strong
results. He has led various regional and
global organizations including Head of Global
Services and Head of Customer Operations
AMEA (the Asia, Middle East and Africa market)
of Nokia Networks. He was also a member of
the Nokia Networks leadership team from
2009 until the closing of the acquisition of
Alcatel Lucent.
Barry French
b. 1963
Chief Marketing Officer
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.
Barry holds a Master’s Degree in International
Affairs from Columbia University’s School of
International and Public Affairs, New York,
the United States.
NOKIA IN 2015
23
Business overview Nokia in 2016
After the closing of the Alcatel Lucent
transaction, we have five business groups:
Mobile Networks, Fixed Networks, IP/Optical
Networks and Applications & Analytics
(the Networks business); and Nokia
Technologies. This section presents an
overview of the Networks business and
the Nokia Technologies business group.
24
NOKIA IN 2015
Networks business
in 2016
Our Networks business is conducted
through its four business groups: Mobile
Networks, Fixed Networks, IP/Optical
Networks and Applications & Analytics.
Business overview and
organization
Our Networks business is conducted through
four business groups: Mobile Networks,
Fixed Networks, IP/Optical Networks and
Applications & Analytics. These business
groups bring together deep expertise
and leadership that span the key network
technology areas: smart products and
innovative services for mobile, fixed and
IP networks, and beyond.
Market overview
Through our comprehensive, end-to-end
portfolio of products and services, we are
addressing a market described as “network
and IP infrastructure, software, and related
services”. This market encompasses mobile
network infrastructure, fixed network
infrastructure, IP routing and optical
networks as well as the software platforms
and applications to optimize operations,
business, network performance, and
customer experience. While the majority of
our products and services are targeted at
telecommunications operators, an increasing
focus is on the public sector and large scale
enterprises, including webscale players
and industry verticals.
Demand for our portfolio is driven by the
increasing global demand for bandwidth
and network capacity as people’s lives and
enterprises become ever more digitized.
Data-rich websites, Cloud-based applications
and services, and video usage are ever more
pervasive, and enterprises are increasingly
digitalizing their processes and value chains.
Furthermore, we see a convergence of
disparate network technologies—across
mobile, fixed, and IP and optical—enhancing
network performance and profitability,
as well as simplifying end-to-end
networking services. In a similar manner,
telecommunications and IT domains are
increasingly converging, as networks become
more virtual, managed through software
applications and platforms via the Cloud. This
includes software decoupled from hardware,
open-source ecosystems leveraging APIs,
as well as more of the intelligence moving
from the core to the edges of the network
to increase efficiency and decrease latency.
As the only player that offers an integrated
end-to-end portfolio on a global scale,
we have a strong competitive position
to capitalize on these opportunities.
NOKIA IN 2015
25
Business overview Networks business in 2016 continued
Mobile Networks
High-quality, reliable
mobile broadband.
The Mobile Networks business group offers
an industry-leading portfolio of end-to-end
mobile networking solutions comprising
hardware, software, and services for
telecommunications operators, enterprises
and related markets/verticals such as public
safety and IoT. The product portfolio includes
macro radio access network (“RAN”) offerings
for mobile data and voice communication
using existing 2G, 3G and LTE technology, as
well as evolution to the future 5G standard.
Mobile Networks also brings to market a
comprehensive Converged Core offering,
including market-leading Subscriber Data
Management and IP Multimedia Subsystem
solutions, enabling all-IP communication,
including Voice over LTE (“VoLTE”). The
product portfolio includes small cell access
as well as back haul and front haul (x-haul)
solutions. Additionally, a strong Services
organization within Mobile Networks supports
customers with the design, deployment,
optimization, operation and maintenance of
mobile networks, adding value to customers
through the breadth, quality, efficiency and
innovation of its services across five business
areas: Network Planning & Optimization,
Network Implementation, Systems
Integration, Managed Services and Care.
26
NOKIA IN 2015
Fixed Networks
More bandwidth to
more users, sooner.
The Fixed Networks business group provides
copper and fiber access products, solutions
and services to deliver more bandwidth to
more people, faster and in a cost-efficient
way. The portfolio allows for a customized
combination of technologies that brings
fiber to the most economical point for the
customer. It consists of advanced copper
based solutions such as very high rate digital
subscriber line (“VDSL2”), and innovative
vectoring technology to reduce cross-talk
interference and improve performance. The
Fixed Networks business group is leading
in the development of next-generation
copper technologies, such as Vplus and
G.fast, allowing for even greater bandwidth
to the home. The Fixed Networks business
group is also developing fiber to the home
solutions, such as Gigabit Passive Optical
Networks (“GPON”) and leading in next-
generation fiber access technologies like
TWDM-PON. Additionally, digital home devices
enable an enriched customer experience
and smart homes. The service portfolio is
comprised of deployment, maintenance and
professional services such as copper and
fiber broadband evolution, public switched
telephone network transformation, site
implementation and outside plant, as well
as multi-vendor maintenance.
NOKIA IN 2015
27
Business overview Networks business in 2016 continued
IP/Optical Networks
Optimizing IP and optical
networks for the Cloud.
The IP/Optical Networks business group
provides the key IP routing and optical
transport systems, software and services to
build high capacity network infrastructure for
the internet and global connectivity. IP routers
understand the global patterns of both the
internet, private IP and Multiprotocol Label
Switching (“MPLS”) services and intelligently
route packets to the right locations. The
transformation to all-IP architectures is
driving demand for increasingly high capacity
switching and routing. The IP/Optical
Networks business group provides
IP networking solutions for advanced
residential, business and mobile services
spanning the IP core, IP edge, mobile packet
core, wireless backhaul and IP/Ethernet
metro and aggregation. Furthermore,
the IP/Optical Networks business group
provides scalable, versatile and dynamic
packet-optimized and optical transport
solutions to maximize bandwidth, distance
and resilience over long-haul, regional and
metropolitan fiber infrastructure. Wavelength
Division Multiplexing and wavelength routing
are the predominant optical technologies,
allowing for high data capacity by multiplexing
many wavelengths over each fiber and
programmability by dynamically routing
wavelengths across the network. The IP and
optical solutions are controlled and managed
by carrier SDN and Network Management
Systems that enable dynamic networking
services and resource optimization over the
programmable IP and optical fabric. To make
the network as readily consumable and
efficient as Cloud computing and storage
is to IT applications, Nuage Networks offers
automation and policy-based control of
datacenter and branch network resources.
Across all these offerings, a comprehensive
service portfolio supports customers to
deploy, maintain and optimize network
design to accelerate the benefits of SDN,
NFV, and programmable all-IP networks.
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NOKIA IN 2015
Applications & Analytics
Intelligent platforms that
optimize and automate
network performance.
The Applications & Analytics business group
offers carrier-grade software applications and
platforms to provide operations and business
support systems, build, deliver, and optimize
services, enable their monetization, and to
improve customer experience. These include:
customer and network operations software,
such as device management and multi-
channel customer care with orchestration
workflows and service assurance; network
management and self-organizing networks
solutions for multi-vendor network
management, and automation to optimize
network performance; communication and
collaboration solutions, including Cloud-
based platforms, for integrated contextual
communications services targeted at operator
and enterprise customers; policy and
charging solutions for implementing payment
plans and policies; analytics solutions and
algorithms to improve business performance
by maximizing the value of subscriber and
network data; comprehensive, automated,
and predictive security solutions to defend
networks, services, end-users and IoT devices
against malicious attacks; IoT platforms
to develop, deliver, manage and monetize
services and ecosystems; and CloudBand
Cloud management and orchestration
solutions enabling a unified Cloud engine
and platform for NFV.
Additionally, the Networks business is
supported by Bell Labs and Services.
NOKIA IN 2015
29
Business overview Networks business in 2016 continued
Bell Labs
Creating the technologies
shaping the future of
connectivity.
Bell Labs, our research arm, produces
disruptive innovations for the next phase of
human existence. This human challenge has
been the charter for Bell Labs for 90 years
and led to a wealth of industry redefining
innovations, eight Nobel Prizes and countless
other honors.
30
NOKIA IN 2015
Services
Our Services are focused on developing
innovative services, solutions and multi-
vendor capabilities around the mobile, fixed
and IP networks and beyond. With our full
service portfolio, we address the current and
future needs of our customers, including
mobile network operators, enterprises,
governments, transportation industries
and verticals. Customer satisfaction, quality
and efficiency are key in service delivery.
To achieve that, we leverage a combination
of local engagement with the customers,
the network of two Global Delivery Centers
and eight Service Delivery Hubs as well as
the next-generation delivery platforms.
Altogether, our service portfolio and delivery
are powered by 40 000 services experts
around the globe.
Sales and marketing
The Customer Operations (“CO”) organization
is responsible for sales and account
management across the four network-
oriented business groups. The teams are
active in approximately 130 countries. They
ensure that we are close to our customers,
both physically and in terms of understanding
the local markets, and help us build and
maintain our customer relationships.
The CO organization is divided into seven
markets which are presented below. This
structure is targeted at allowing us to gain
speed and efficiency in dealing with customer
requirements while preserving existing
customer relationships.
■ Asia-Pacific and 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. We work with
leading operators in the market, including
Indosat, KDDI, KT, LG Uplus, NBN Australia,
NTT DoCoMo, Singtel, SK Broadband,
SK Telecom, Smartfren, SoftBank, Spark,
StarHub, Telekom Malaysia, Telkom
Indonesia, Telkomsel, VNPT and Vodafone.
We have close technology cooperation
with leading operators in Korea and Japan
as well as two Service Delivery Hubs in
Japan and Indonesia.
XG-FAST for multi-gigabit
speeds over existing
phone lines
We recently worked with Deutsche
Telekom to test XG-FAST, an
extension of our commercially
available G.fast technology
developed by Bell Labs. The lab
trial showed speeds of over
10Gbps, around 200 times faster
than today’s average residential
broadband connections. With
these fiber-like speeds, the
technology can download a
two-hour HD movie in less than
ten seconds.
NOKIA IN 2015
31
Business overview Networks business in 2016 continued
■ In Europe, we are engaged with all the
major operators, including Deutsche
Telekom, MegaFon, MTS Sistema, Orange,
Telefónica, TeliaSonera and Vodafone
Group, serving millions of customers. We
have extensive R&D expertise in Europe,
and some of our largest Technology
Centers, which are working on future mobile
broadband technologies, are based in this
market. We also have a Global Delivery
Center and four regional Service Delivery
Hubs in Europe.
■ In Greater China, we are the number one
player with headquarters outside China,
and working with all the operators including
China Mobile, China Telecom, China Tower
and China Unicom. We also have extended
our market presence to the public and
enterprise sectors including railways and
public security. In Taiwan, we work with
all major operators including Chunghwa
Telecom and Taiwan Mobile. In China, we
have five Technology Centers, one regional
Service Delivery Hub as well as offices
spread over 40 mega cities and provinces.
■ In India, we are a strong supplier and
service provider to the leading public
and private operators. We have a Global
Delivery Center, a Service Delivery Hub
and a Global Technology Center in India.
■ In Latin America, less than 10% of the
population use LTE services, and high speed
fixed broadband is still in its early phase.
With an aim of providing broadband
services to the population of over 600
million people in the area, we supply
ultra-competitive solutions to all major
operators, América Móvil, AT&T, Oi,
Telefónica, Telmex and Tim in the region,
as well as local operator groups such as
Avantel, Milicom, Nuevatel and Personal.
■ In Middle East and Africa we have built a
position of considerable strength, with our
work alongside leading operators such as
Airtel, du, Etisalat, Maroc Telecom, Mobily,
MTN, Ooredoo, Orange, OTA Djezzy, Smile,
STC, Telkom, Vodacom and Zain among our
key customers in the market.
■ In North America, we count all the major
operators as key customers. We also deliver
advanced IP networking, ultra-broadband
access, and Cloud technology solutions to
a wide arrange of customers, including local
service providers, cable operators, large
enterprises, state and local governments,
utilities, and many others. North America
is also home to the company’s most
important and thriving innovation
practices―from the renowned Bell Labs
headquarters in Murray Hill, New Jersey,
to our development labs in Silicon Valley.
TWDM-PON powers the first
10-gigabit community in
the United States
EPB Fiber Optics, Chattanooga’s
municipal utility, launched the
world’s first community-wide
10-gigabit internet service. This is
powered by our TWDM-PON fiber
technology, which uses many
wavelengths to provide more
capacity, and is available to every
home and business in EPB’s
service area.
32
NOKIA IN 2015
Research and development
The Chief Innovation and Operating Office
(“CIOO”) is responsible for innovation
steering in Nokia. Within the CIOO, the
Chief Technology Office (“CTO”) and Bell
Labs organization are responsible for our
research agenda and research portfolio.
The CIOO develops disruptive technologies,
incubates these technologies into novel
prototype systems and solutions and then
launches these via the business groups to
generate growth and differentiation across
our entire portfolio. The CIOO organization
also steers innovation externally with
customers, partners and governments, and
has new solutions trialed in collaboration with
customers and our business groups.
The four networks-oriented business groups
are responsible for the product R&D within
the Networks business.
The Networks business has a global network
of Technology Centers, each with individual
technology and competence specialties.
These Technology Centers are located
in China, Finland, France, Germany, India,
the Philippines and the United States,
among others.
We believe that the geographical diversity of
our R&D network is an important competitive
advantage for us. In addition, the ecosystem
around each R&D site helps us to connect
with experts on a global scale, and our R&D
network is complemented by cooperation
with universities and other research facilities.
As a result of its investments in R&D, our
Networks business is one of the largest R&D
investors in the telecommunications industry.
We expect these capabilities to enable it 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.
Nokia Networks has a joint venture, TD
Tech Communication Technologies Ltd.,
for development and manufacturing of
TD-SCDMA and LTE technologies and related
products in Beijing, Shanghai and Chengdu,
China. The joint venture has supported
the growth of our 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 to focus on lowering costs while
producing a higher value offering.
Bell Labs, our research arm, focuses its
research on key scientific, technological,
engineering or mathematical areas, which
require fundamental improvement in one or
more dimensions, and combines these areas
of research into so-called “Future X” solutions.
These innovations are brought to the market
through Nokia’s business groups or through
technology and patent licensing. Bell Labs
also engages directly with the market and
customers through Bell Labs consulting.
Bell Labs’ successes over the last 90 years
have been recognized with eight Nobel Prizes
and many other honors, including National
Medals of Science and Engineering, the
Turing Prize, and the Japan Prize.
CloudBand
commercial
projects
25+
CloudBand
Ecosystem
members
65+
Enabling NFV with CloudBand
CloudBand is the first carrier grade
NFV platform purpose-built for
service providers.
NOKIA IN 2015
33
Business overview Networks business in 2016 continued
“We have a global network
of Technology Centers,
each with individual
technology and
competence specialties.”
Patents and licenses
Intellectual property assets are fundamental
to Nokia, which now controls three distinct
IP portfolios: the Nokia Networks, Alcatel
Lucent and Nokia Technologies portfolios.
The first two are of particular relevance to
the Networks business. For information on
the Nokia Technologies patent portfolio
please refer to “Business Overview—Nokia
Technologies—Patents and Licenses”.
The Nokia Networks portfolio includes
around 3 700 patent families, comprising
approximately 10 000 individual patents and
patent applications, built on its work as an
industry leader in R&D of wireless, broadband
and transport technologies.
The Alcatel Lucent portfolio includes
around 17 500 patent families, comprising
approximately 47 000 individual patents
and patent applications, built from the wide
ranging R&D activities of Alcatel Lucent,
including Bell Labs, in fields such as wireless,
IP networking, ultra-broadband access and
Cloud technologies, and applications.
Nokia’s IPR portfolios include 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, we hold
copyright registrations relating to certain
aspects of our products and services. We
continue to drive new patent generation from
R&D activities across our businesses and seek
to safeguard our investments in technology
through appropriate protection.
We receive and pay patent license royalties
in the ordinary course of business based on
existing agreements with telecommunications
vendors and other third parties. We have
a number of patent license agreements in
place with other major companies and patent
holders, and these provide us with freedom
to operate with limited risk of infringing SEPs
owned by others.
Competition
At present, we consider Cisco, Ericsson,
Huawei and ZTE to be our main competitors
in the operator infrastructure business.
We also compete with technology-focused
companies such as Adtran (fixed access
networks), Ciena (optical network equipment)
and Juniper (routing). Additionally, we
consider Amdocs, IBM, Oracle and other
IT companies as our competitors in the
Applications & Analytics domain.
400Gbps over existing
fiber network
Alcatel Lucent, now part of Nokia,
and Vodafone Spain trialed
transporting data at speeds of up
to 400Gbps over 400km between
Madrid and Zaragoza, using
existing optical infrastructure.
The trial used Alcatel Lucent’s
400G technology and showed
that an existing optical network
can carry data at up to 17.6Tbps,
doubling the current speed
of fiber. It’s the equivalent
of transmitting the contents of
88 Blu-ray discs in a single second,
while reducing power and space
consumption by half.
34
NOKIA IN 2015
Nokia Technologies in 2016
Technology to move us forward.
Our advanced technology development and
licensing business group, Nokia Technologies,
was established with two main objectives:
■ to drive growth and renewal in the existing
patent licensing business; and
■ to build new businesses for us, based
on breakthrough innovation in key
Programmable World technologies
and products.
NOKIA IN 2015
35
Business overview Nokia Technologies in 2016
R&D investment over the last two decades
Patent families
Individual patents
€50bn+
9 900
30 000
The first professional virtual
reality camera
The OZO virtual reality camera
is the first ever professional
virtual reality camera for content
creators. Crafted by Nokia
Technologies, OZO combines
the ultimate in engineering
capabilities and intelligent design
to offer the best virtual reality
production experience.
Market overview
Nokia Technologies aims to be a leader in
technology development and licensing. 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 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 (as
defined below). The Nokia Technologies
business combines a leading team from
our former CTO with our world-class IPR
activities. The business builds on the
foundation we have established through
investing cumulatively more than EUR 50
billion in R&D over the last two decades.
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 in the areas of digital
media and digital health.
In 2016, Nokia Technologies is operating with
the following structure:
■ Patent Business: We aim to expand Nokia’s
industry leading patent licensing business
and manage the Nokia Technologies
portfolio of approximately 9 900 patent
families. Built on more than EUR 50 billion
invested in R&D over the last two decades,
the approximately 30 000 individual
patents and patent applications cover
innovations including many enabling
technologies used in virtually all mobile
devices used today.
■ Brand Partnerships: We aim to work with
our partners to deliver Nokia-branded
consumer products to the market, starting
with the N1 Android tablet launched
in 2015.
■ Digital Media: We focus on connecting
people to stories, experiences and the
world around them through immersive
virtual reality capture and playback
technologies, including the previously
launched OZO virtual reality camera for
professional content creators. Beyond OZO,
Nokia Technologies expects to establish
a virtual reality ecosystem (format, player
licensing, new virtual reality experiences) to
optimally manage virtual reality workflows
and content to offer new and compelling
end-user experiences (in production,
distribution and consumption of virtual
reality digital content).
■ Digital Health: We aim to connect people
to digital solutions that can improve
their health.
■ Labs: Through the R&D unit of Nokia
Technologies, we seek to continue our track
record of R&D leadership and innovation.
Labs primarily supports the long-term
Digital Media and Digital Health offering,
and drives the renewal of our intellectual
property portfolio.
36
NOKIA IN 2015
Strategy
Nokia Technologies’ strategy consists of:
1) patent licensing, focused on licensing
standard-essential and other patents in the
Nokia Technologies portfolio 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 partnerships, to help our customers
leverage the value of the Nokia brand in
consumer devices; and
4) incubation, focused on developing new
products and solutions in the areas of Digital
Media and Digital Health; all of these activities
are supported by Labs, its world-class
R&D team.
Nokia Technologies
aims to be a leader in
technology development
and licensing. We see a
world where billions of
devices will connect to
form intelligent systems,
and we see significant
potential for our own
technologies and
intellectual property
in that world.”
Sales and marketing
Nokia Technologies has significant ongoing
R&D activities and an established patent
licensing program. Nokia Technologies
manages 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 100 licensees, mainly for our
SEPs. Nokia Technologies is actively engaged
in sales and marketing in support of the OZO
virtual reality camera and related technology
solutions that enable fully immersive audio
and video experiences. Nokia Technologies is
also building sales and marketing capabilities
to support additional consumer and business-
to-business products.
Nokia Technologies sees further
opportunities in licensing its proprietary
technologies, intellectual property and brand
assets into telecommunications and adjacent
industries. This has enabled numerous
companies and businesses to benefit from
our innovations in areas such as connectivity
and imaging. Over the past ten years, we have
also systematically licensed certain of our
proprietary technologies, which we have
decided not to reserve solely for our
internal use.
NOKIA IN 2015
37
Business overview Nokia Technologies in 2016 continued
Breakdown of Nokia Technologies’
IP portfolio
7
6
1
5
4
2
3
1 Radio
23%
2 Networks & Services 22%
3 Hardware
20%
4 Maps & Location
8%
5 Multimedia
12%
6 User Interface
8%
7 Software
7%
Research and development
The Nokia Technologies team of world-class
scientists and engineers has driven more
than half of Nokia’s recent patent filings.
The applied nature of our R&D in Nokia
Technologies has resulted in various relevant
and valuable inventions in technology areas,
which we believe are important for emerging
consumer experiences in the Programmable
World, such as underlying connectivity and
sensing technologies as well as codecs for
virtual reality video and audio and advanced
machine learning-based analytics of
health data.
Nokia Technologies has R&D activities in
Finland, the United Kingdom and the
United States.
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.
Patents and licenses
Intellectual property assets are fundamental
to Nokia, which now controls three distinct
IP portfolios: the Nokia Networks, Alcatel
Lucent and Nokia Technologies portfolios.
For information on the first two portfolios,
please refer to “Business Overview—Networks
business in 2016—Patents and Licenses”.
We continue to renew our patent portfolio
with innovations from our strong R&D teams
in Nokia Technologies.
Competition
The Nokia Technologies patent portfolio
spans a number of technology categories
including radio connectivity and networking,
multimedia, user interface and mobile device
software and hardware products. 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 the future.
While several major technology companies
are entering the virtual reality market, it
is still nascent, and long-term trends for
capture and playback solutions have not
yet been identified.
38
NOKIA IN 2015
Discontinued
operations
The two businesses below are
presented as Discontinued
operations in this annual report.
HERE business
We sold our HERE digital mapping and location
services business to a German automotive
industry consortium comprising of AUDI AG,
BMW Group and Daimler AG and the sale was
completed on December 4, 2015.
The transaction, originally announced on
August 3, 2015, valued HERE at an enterprise
value of EUR 2.8 billion, subject to certain
purchase price adjustments. We received
net proceeds from the transaction of
approximately EUR 2.55 billion at closing
of the transaction.
We recorded a gain on the Sale of the HERE
Business, including a related release of
cumulative foreign exchange translation
differences of approximately EUR 1.2 billion.
Devices & Services business
We sold substantially all of our Devices &
Services business to Microsoft in a transaction
that was completed on April 25, 2014 (the
“Sale of the D&S Business”). We granted
Microsoft a ten-year non-exclusive license
to our patents and patent applications. The
announced purchase price of the transaction
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 to the ten-year mutual
patent license agreement and the option
to extend this agreement into perpetuity.
Of the Devices & Services-related assets,
our former CTO organization and our patent
portfolio remained within the Nokia Group,
and are now part of the Nokia Technologies
business group.
NOKIA IN 2015
39
Business overview Principal industry trends
affecting operations
Business specific trends
Networks business
We are a leading vendor in the converged
networks infrastructure market, providing
a broad range of different products, from
the hardware components of networks used
by network operators and increasingly by
enterprise customers, to software solutions
supporting the efficient interaction of
networks, as well as services to plan, optimize,
implement, run and upgrade networks.
The Networks business is conducted through
four business groups: Mobile Networks,
Fixed Networks, IP/Optical Networks and
Applications & Analytics. These business
groups provide an end-to-end portfolio
of hardware, software and services to
enable us to deliver the next generation
of leading networks solutions and services
to our customers. We aim for all four
business groups to be innovation leaders,
drawing on our frontline R&D capabilities
to deliver leading products and services for
our customers, and ultimately ensure the
company’s long-term value creation. For
more information on the Networks business
refer to “Business overview—Nokia in 2016—
Networks business in 2016” above.
Industry trends
The networks industry has witnessed some
important trends in recent years, affecting
also our Networks business. First, the increase
in the use of mobile data services and the
resulting exponential increase in data traffic
has led to 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.
Second, we are witnessing more operator
consolidation driven by operators’ needs to
provide a wider scope of services, especially
through the convergence of disparate network
technologies across mobile, fixed, and IP and
optical networks. In order to improve networks
in terms of coverage, capacity and quality,
network operators continue their transition
to all-IP architectures, with an emphasis on
fast access to their networks through copper,
fiber, LTE and new digital services delivery.
We are also seeing similar trends with cable
operators, who are investing to deploy
high-speed networks. Both the fixed-mobile
convergence and the transition to all-IP
architectures were major rationales behind
the acquisition of Alcatel Lucent with its IP and
optical networks and fixed-access businesses.
Third, in addition to the attempts to reduce
their costs, the operators may need to
increase their agility through the adoption
of the emerging Telco Cloud and network
virtualization technologies. Web scale players,
such as Amazon and Google, and large
enterprises are driving the development of
huge data centers, providing seamless IP
interconnection and digital services delivery
on a large scale. IP routing is at the heart of
the telecommunications equipment and
related services industry’s transformation,
impacting fixed and mobile broadband as well
as Cloud services.
Pricing and price erosion
The pricing environment intensified during
the first quarter of 2015 and remained
approximately at the same level throughout
2015, impacting Nokia Networks’ net sales
and profitability.
Product mix
The profitability of our Networks business is
also affected by product mix including the
share of software in the sales mix. Products
and services have varying profitability profiles.
For instance, our Mobile Networks business
group offers a combination of hardware,
software and services. Hardware, and
especially software products, generally
have higher gross margins, but also require
significant R&D investments, whereas the
service 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 Networks.
Seasonality and cyclical nature of projects
Our Networks business’ 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 depends on new radio spectrum
allocation, network upgrade cycles and the
availability of new consumer devices and
services, which in turn affects our Networks’
business sales. As an example, during the
last couple of years some of the major LTE
roll-outs have been largely completed. The
next major technology cycle is expected
to begin in 2017 when utilization of 5G
technology is expected to begin, with the
initial commercial deployments currently
expected from 2018 onwards.
40
NOKIA IN 2015
Continued operational efficiency
improvements
In 2015, Nokia Networks continued to
focus on operational improvement across
its business. In order to continue to make
the Networks business more efficient and
high-performing and positioned for long-term
success, we aim to further strengthen our
productivity, efficiency and competitive
cost structure. To help to achieve this, we will
bring performance excellence methodologies
such as Kaizen, Lean, and Six Sigma to the
operations acquired from Alcatel Lucent.
The Networks business will also pursue further
efficiency gains from increased automation in
delivery of Global Services and in other areas,
as well as continued improvements in R&D
efficiency and agility.
Cost of components and raw materials
There are several important factors driving
the profitability and competitiveness of
our Networks business: scale, operational
efficiency, and pricing and cost discipline.
The costs of our networks products 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
Due to the acquisition of Alcatel Lucent, we
believe it is not appropriate to provide an
annual outlook for the Networks business at
the present time, and we intend to provide
our full year outlook in conjunction with our
first quarter interim results announcement in
May 2016. The 2016 net sales and operating
margin, excluding special items and purchase
price accounting-related items, are expected
to be influenced by factors including:
■ a flattish capex environment in 2016 for
our overall addressable market;
■ a declining wireless infrastructure market
in 2016;
■ competitive industry dynamics;
■ product and regional mix;
■ the timing of major network deployments;
and
■ execution of integration and synergy plans.
NOKIA IN 2015
41
Business overview Principal industry trends
affecting operations continued
Nokia Technologies
Nokia Technologies pursues new business
opportunities building on our 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 standard-essential and other
patents in the Nokia Technologies portfolio 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 partnerships, to help our customers
leverage the value of the Nokia brand in
consumer devices; and 4) incubation, focused
on developing new products and solutions in
the areas of Digital Media and Digital Health.
All of these activities are supported by
Labs, its world-class R&D team. For more
information on the Nokia Technologies
business, refer to “Business overview—
Nokia in 2016—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
using one or more means of monetization.
We believe we are well-positioned to protect,
and build on, our existing industry-leading
patent portfolios, and consequently to
increase our shareholders’ value.
We see a number of means of monetizing
our innovations: on the one hand we seek
to license our patent portfolios, the Nokia
brand and new technological innovations
to be integrated into other companies’
products and services. On the other hand,
our incubation activities may also, from time
to time, lead to concepts that we bring to
the market ourselves as products or services
like OZO, the extraordinary virtual reality
camera designed and built specifically for
professional content creators. Overall, we
have sharpened our focus in research and
product development in alignment with the
strategic growth opportunities we see
emerging in the areas of digital health and
digital media, including preventive health
care and immersive virtual reality.
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.
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 seek
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 patent license agreements,
the payments may be very infrequent, at
times may be partly retrospective, 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 making
license payments, and some licensors using
aggressive methods to collect them; both
behaviors have attracted regulatory attention.
We expect the discussion on the regulation
of licensing to continue on both a global and
a regional level. Some of those regulatory
developments may be adverse to the
interests of technology developers and
patent owners, including us.
42
NOKIA IN 2015
In 2015, approximately 30% of Continuing
operations net sales and approximately
30% of Continuing operations costs were
denominated in euro. In 2015, approximately
35% of Continuing operations net sales were
denominated in US dollar, approximately 10%
in Chinese yuan, and approximately 5% in
Japanese yen.
During 2015, 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 positive effect on our operating
profit in 2015.
During 2015, the Japanese yen appreciated
against the euro and this had a positive
impact on our net sales expressed in euros.
However, the stronger Japanese yen also
contributed to higher cost of sales and
operating expenses, as approximately 5%
of Continuing operations total costs were
denominated in Japanese yen. In total, before
hedging, the appreciation of the Japanese yen
had a positive effect on our operating profit
in 2015.
During 2015, 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 Continuing operations total costs were
denominated in Chinese yuan. In total, before
hedging, the appreciation of the Chinese yuan
had a negative effect on our operating profit
in 2015.
Significant changes in exchange rates may
also impact our competitive position and
related price pressures through their impact
on our competitors.
For a discussion of the instruments used by
us 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 “Operating and financial review and
prospects—Risk factors”.
Nokia Group
Targets and priorities
In 2015, following our announcement to
acquire Alcatel Lucent, we announced plans
to target approximately EUR 900 million of
net operating cost synergies to be achieved
in full year 2018, compared to the combined
operating costs of Nokia and Alcatel Lucent
for full year 2015, excluding special items
and purchase price accounting-related items.
The operating cost synergies are expected
to be derived from a wide range of initiatives
related to operating expenses and cost of
sales, including:
■ streamlining of overlapping products and
services, particularly within the Mobile
Networks business group;
■ rationalization of regional and sales
organizations;
■ rationalization of overhead, particularly
within manufacturing, supply chain, real
estate and information technology;
■ reduction of central function and public
company costs; and
■ procurement efficiencies, given the combined
company’s expanded purchasing power.
In addition, we target approximately EUR 200
million of reductions in interest expenses to
be achieved on a full year basis in 2016,
compared to the cost of debt run rate for
the combined entity at year end 2014.
Trends affecting our businesses
Exchange rates
We are 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
forecast net cash flows typically with up to a
12-month hedging horizon. For the majority
of these hedges, hedge accounting is applied
to reduce income statement volatility.
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
Due to risks and uncertainties in determining
the timing and value of significant licensing
agreements, we believe it is not appropriate
to provide an annual outlook for Nokia
Technologies.
NOKIA IN 2015
43
Business overview Board review
Our 2015
operations
in a nutshell
44
NOKIA IN 2015
Contents
Board review
Results of operations
Continuing operations
Discontinued operations
Results of segments
Nokia Networks
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
Material subsequent events
Sustainability and corporate
responsibility at Nokia
Improving people’s lives
46
47
47
51
53
53
56
57
58
58
58
59
59
60
60
61
62
62
with technology
Respecting people in
everything we do
Protecting the environment
Making change happen together
Reporting on our performance
62
63
64
65
65
Employees
Shares and share capital
66
Board of Directors and Management 67
68
Dividend
69
Nokia’s outlook
70
Risk factors
NOKIA IN 2015
45
Board review Board review
Our 150-year anniversary year, 2015, was another
year of fundamental change for Nokia as we
took a major step forward as the company
shaping the revolution in connectivity and
digitization in the Programmable World.
The year marked the execution of the third
phase of our latest transformation. The
first phase started in 2012 and culminated
with the sale of substantially all of our
former Device and Services business in
2014. This took place simultaneously with
our acquisition of Siemens’ stake in Nokia
Siemens Networks, a joint venture between
Nokia and Siemens. The latest and third
phase is the long-term strategy and vision
planning for the renewed Nokia.
In April, we announced the acquisition
of Alcatel Lucent in a transaction that
supports and aligns with Nokia’s vision
and strategy and boosted our plans with
a leap. The acquisition was done through
a public exchange offer in France and in the
United States on the basis of 0.55 Nokia
share for every Alcatel Lucent security. The
all-share transaction valued Alcatel Lucent
at EUR 15.6 billion on a fully diluted basis,
and assuming full acceptance of the
offer, former Alcatel Lucent shareholders
would own approximately a third of Nokia.
We at the Board thoroughly and carefully
evaluated and considered the scope of the
deal, wide range of different alternatives
and the deal parameters, and, in the end,
the full acquisition was deemed the best
fit for our strategy and vision, and in the
best interest of our shareholders. The deal
gives Nokia greater scope, scale, innovation
heft and customer reach to help us lead
the development of next-generation 5G
technology and the Internet of Things.
Our sharpened focus also included a
strategic review of our HERE location and
mapping business which was completed
in August with an announcement to sell
the business to a German automotive
industry consortium.
After the successful completion of the
exchange offers, we focused on moving
forward with our combined operations as
soon as possible. As a result, we emerged
as a new company, with a strong portfolio
and geographical reach, complemented
with unique innovation capabilities that
position us to drive and develop the
technologies of tomorrow; to achieve
profitable growth; to respond to the needs
of our global customer base; to continue
to successfully license our intellectual
property rights; and, in short, to create
value for our shareholders.
In October, as part of the preparatory
phase of the Alcatel Lucent transaction,
we announced the planned leadership and
organizational structure for the combined
company, followed by the announcement
of a planned two-year, EUR 7 billion capital
structure optimization program, subject
to closing the Alcatel Lucent transaction.
This comprehensive program is based on
a thorough analysis of Nokia’s potential
long-term capital structure requirements,
and focuses on shareholder distributions
and de-leveraging, while maintaining
Nokia’s financial strength.
In December, our shareholders showed
their overwhelming support for the Alcatel
Lucent acquisition at our Extraordinary
General Meeting; and their support
extended to the election of three new
Board members, all with relevant industry
experience and history with Alcatel Lucent.
46
NOKIA IN 2015
Results of operations
The financial information included in this “Operating and financial review and prospects” section at December 31, 2015 and 2014 and for each
of the three years ended December 31, 2015, 2014 and 2013 has been derived from our audited consolidated financial statements included in
this annual report. The financial information at December 31, 2015 and 2014 and for each of the three years ended December 31, 2015, 2014
and 2013 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, 2015 compared to the year ended December 31, 2014
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
Continuing operations net sales in 2015 were EUR 12 499 million, an
increase of EUR 737 million, or 6%, compared to EUR 11 762 million in
2014. The increase in Continuing operations net sales was attributable
to higher net sales in both Nokia Networks and Nokia Technologies.
The increase in Nokia Networks net sales was primarily attributable
to an increase in net sales in Global Services, partially offset by the
absence of non-recurring intellectual property rights (“IPR”) net sales
which benefitted 2014. The increase in Nokia Technologies net sales
was primarily attributable to non-recurring net sales from existing and
new agreements and revenue share related to previously divested IPR,
and IPR divestments; higher IPR licensing income from existing and
new licensees related to settled and ongoing arbitrations; as well as
Microsoft becoming a more significant intellectual property licensee
following the Sale of the D&S Business. The increase in net sales
was partially offset by lower licensing income from certain existing
licensees that experienced decreases in handset sales.
The following table sets forth distribution of net sales by geographical
area for the years indicated.
For the year ended December 31
Europe(1)
Middle East & Africa
Greater China
Asia-Pacific
North America
Latin America
Total
2015
EURm
3 813
1 177
1 712
3 230
1 594
973
12 499
2014
EURm
3 493
1 053
1 380
3 289
1 538
1 009
11 762
Year-on-year
change %
9
12
24
(2)
4
(4)
6
(1) All Nokia Technologies net sales are allocated to Finland.
Refer to “Results of segments—Nokia Networks” for the main changes
in regional net sales.
2015
EURm % of net sales
2014
EURm % of net sales
Year-on-year
change %
12 499
(7 046)
5 453
(2 126)
(1 652)
13
1 688
100.0
(56.4)
43.6
(17.0)
(13.2)
0.1
13.5
11 762
(6 855)
4 907
(1 948)
(1 453)
(94)
1 412
100.0
(58.3)
41.7
(16.6)
(12.4)
(0.8)
12.0
6
3
11
9
14
–
20
Gross margin
Gross margin for Continuing operations in 2015 was 43.6% compared
to 41.7% in 2014. The increase in Continuing operations gross margin
was attributable to an increase in Nokia Technologies gross margin.
The increase was partially offset by a slight decrease in Nokia Networks
gross margin. The increase in Nokia Technologies gross margin in 2015
was primarily attributable to higher net sales. The slight decrease in
Nokia Networks gross margin in 2015 was primarily attributable to a
lower gross margin in Global Services, a negative mix shift attributable
to a higher proportion of Global Services net sales and a lower
proportion of Mobile Broadband net sales and the absence of
non-recurring IPR net sales in Nokia Networks Other, partially offset
by a higher gross margin in Mobile Broadband.
Operating expenses
Our R&D expenses for Continuing operations in 2015 were
EUR 2 126 million, an increase of EUR 178 million, or 9%, compared to
EUR 1 948 million in 2014. R&D expenses represented 17.0% of our
net sales in 2015 compared to 16.6% in 2014. The increase in R&D
expenses was primarily attributable to higher R&D expenses in Nokia
Networks and to a lesser extent in Nokia Technologies. The increase
in Nokia Networks R&D expenses in 2015 was primarily attributable
to higher personnel expenses and increased investments in LTE, 5G,
small cells and Cloud core, partially offset by continued operational
improvements. The increase in Nokia Technologies R&D expenses
was primarily attributable to higher investments in digital media and
technology incubation, higher patent portfolio costs and higher
investments in digital health. R&D expenses included purchase price
accounting-related items of EUR 35 million in 2015 compared to
EUR 32 million in 2014.
NOKIA IN 2015
47
Board review Results of operations continued
Our selling, general and administrative expenses for Continuing
operations in 2015 were EUR 1 652 million, an increase of
EUR 199 million, or 14%, compared to EUR 1 453 million in 2014.
Selling, general and administrative expenses represented 13.2% of
our net sales in 2015 compared to 12.4% in 2014. The increase in
selling, general and administrative expenses was attributable to higher
selling, general and administrative expenses in Nokia Networks, and to
a lesser extent in Group Common Functions and Nokia Technologies.
The increase in Nokia Networks selling, general and administrative
expenses was primarily attributable to higher personnel expenses,
partially offset by a continued focus on cost efficiency. The increase in
Group Common Functions selling, general and administrative expenses
was primarily attributable to transaction and other related costs.
In 2015, Group Common Functions included transaction-related
costs of EUR 99 million compared to EUR 29 million in 2014. The
increase in Nokia Technologies selling, general and administrative
expenses was primarily attributable to the ramp-up of new businesses,
increased licensing activities, and higher business support costs.
Selling, general and administrative expenses included purchase price
accounting-related items of EUR 44 million in 2015 compared to
EUR 35 million in 2014.
Other income and expenses for Continuing operations in 2015
was a net income of EUR 13 million, an increase of EUR 107 million,
compared to a net expense of EUR 94 million in 2014. The increase
in other income and expenses was primarily attributable to Group
Common Functions, and to a lesser extent Nokia Networks and
Nokia Technologies. Group Common Functions other income and
expenses in 2015 included net income of approximately EUR 100
million related to investments made through unlisted venture funds.
The change in Nokia Networks other income and expenses in 2015
was primarily attributable to the absence of a EUR 31 million charge
in 2014 for anticipated contractual remediation costs related to a
technical issue with a third party component, lower costs related to
the sale of receivables, lower net indirect tax expenses and the release
of certain doubtful account allowances, partially offset by higher
restructuring and associated charges. Nokia Networks other income
and expenses included restructuring and associated charges of
EUR 121 million in 2015 compared to EUR 57 million in 2014.
Operating profit
Our operating profit for Continuing operations in 2015 was
EUR 1 688 million, an increase of EUR 276 million, or 19.5%, compared
to an operating profit of EUR 1 412 million in 2014. The increase in
operating profit was primarily attributable to an increase in operating
profit in Nokia Technologies and a lower operating loss from Group
Common Functions, partially offset by lower operating profit in Nokia
Networks. Our operating profit in 2015 included purchase price
accounting-related items, restructuring charges and other special
items of EUR 261 million compared to EUR 188 million in 2014. Our
operating margin in 2015 was 13.5% compared to 12.0% in 2014.
Financial income and expenses
Financial income and expenses for Continuing operations was a net
expense of EUR 177 million in 2015 compared to a net expense of
EUR 401 million in 2014, a decrease of EUR 224 million, or 56%.
The lower net financial expense in 2015 was primarily attributable to
the absence of a financial expense of EUR 123 million relating to the
redemption of all material Nokia Networks’ borrowings in 2014, and
the absence of a non-cash charge of EUR 57 million relating to the
repayment of EUR 1 500 million convertible bonds issued to Microsoft.
Refer to “—Liquidity and capital resources” below.
Profit before tax
Our profit before tax for Continuing operations in 2015 was
EUR 1 540 million, an increase of EUR 541 million compared to
EUR 999 million in 2014.
Income tax
Income taxes for Continuing operations was a net expense of
EUR 346 million in 2015, a change of EUR 2 065 million compared
to a net benefit of EUR 1 719 million in 2014. In 2014, the net
income tax benefit was primarily attributable to the recognition of
EUR 2 126 million deferred tax assets following the reassessment
of recoverability of tax assets in Finland and Germany.
Profit attributable to equity holders of the parent and earnings
per share
Profit attributable to equity holders of the parent in 2015 was
EUR 2 466 million, a decrease of EUR 996 million, compared to a profit
of EUR 3 462 million in 2014. Continuing operations generated profit
attributable to equity holders of the parent in 2015 of EUR 1 192 million
compared to a profit of EUR 2 710 million in 2014. Profit attributable
to equity holders of the parent in 2014 was favorably impacted by the
recognition of EUR 2 126 million deferred tax assets. Nokia Group’s
total basic EPS in 2015 decreased to EUR 0.67 (basic) and EUR 0.63
(diluted) compared to EUR 0.94 (basic) and EUR 0.85 (diluted) in 2014.
From Continuing operations, EPS in 2015 decreased to EUR 0.32
(basic) and EUR 0.31 (diluted) compared to EUR 0.73 (basic) and
EUR 0.67 (diluted) in 2014.
48
NOKIA IN 2015
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 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
Continuing operations net sales in 2014 were EUR 11 762 million, a
decrease of EUR 33 million, compared to EUR 11 795 million in 2013.
The slight decrease in Continuing operations net sales was primarily
attributable to a slight decrease in net sales in Nokia Networks. The
decrease was partly offset by an increase in net sales in Nokia
Technologies. 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 agreements and countries that were exited in 2013. The
decrease was partially offset by an increase in Mobile Broadband net
sales. 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 connection with the Sale of the
D&S Business.
The following table sets forth distribution of net sales by geographical
area 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
3 493
1 053
1 380
3 289
1 538
1 009
11 762
2013
EURm
3 556
1 112
1 184
3 353
1 334
1 256
11 795
Year-on-year
change %
(2)
(5)
17
(2)
15
(20)
–
(1) All Nokia Technologies net sales are allocated to Finland.
Refer to “Results of segments—Nokia Networks” for the main changes
in regional net sales.
2014
EURm % of net sales
2013
EURm % of net sales
Year-on-year
change %
11 762
(6 855)
4 907
(1 948)
(1 453)
(94)
1 412
100.0
(58.3)
41.7
(16.6)
(12.4)
(0.8)
12.0
11 795
(7 157)
4 638
(1 970)
(1 483)
(513)
672
100.0
(60.7)
39.3
(16.7)
(12.6)
(4.3)
5.7
–
(4)
6
(1)
(2)
(82)
110
Gross margin
Gross margin for Continuing operations in 2014 was 41.7%,
compared to 39.3% in 2013. The increase in gross margin was
attributable to the increase in gross margin in both Nokia Networks
and Nokia Technologies. 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, partially offset by a slight decrease in the gross margin of
Mobile Broadband. 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.
Operating expenses
Our R&D expenses were EUR 1 948 million in 2014, a decrease of
EUR 22 million compared to EUR 1 970 million in 2013. R&D expenses
represented 16.6% of our net sales in 2014, compared to 16.7% in
2013. The decrease in R&D expenses was primarily attributable to
Nokia Networks, partially offset by Nokia Technologies. The decrease
in Nokia Networks R&D expenses was primarily attributable to lower
subcontracting costs. The decrease was partially offset by headcount
increases mainly related to increased in-house activities. The increase
in R&D expenses in Nokia Technologies 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. In 2014, R&D expenses included EUR 13 million
of transaction-related personnel costs related to the Sale of the D&S
Business compared to EUR 15 million in 2013. R&D expenses included
purchase price accounting-related items of EUR 32 million in 2014,
compared to EUR 20 million in 2013.
NOKIA IN 2015
49
Board review Results of operations continued
In 2014, our selling, general and administrative expenses were
EUR 1 453 million, a decrease of EUR 30 million or 2%, compared
to EUR 1 483 million in 2013. Selling, general and administrative
expenses represented 12.4% of our net sales in 2014 compared to
12.6% 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 decrease was
partially offset by headcount increases related to an increased
focus on growth. 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,
such as building the technology and brand licensing units, related
to anticipated and ongoing patent licensing cases, as well as higher
business support costs. In 2014, selling, general and administrative
expenses included EUR 30 million of transaction-related costs.
Selling, general and administrative expenses included purchase price
accounting-related items of EUR 35 million in 2014 compared to
EUR 80 million in 2013.
Other income and expenses was a net expense of EUR 94 million in
2014, compared to a net expense of EUR 513 million in 2013. The
change in other income and expenses was primarily attributable to
Nokia Networks, partially offset by Group Common Functions. In 2014,
Nokia Networks other income and expenses included restructuring
and associated charges of EUR 57 million and anticipated contractual
remediation costs of EUR 31 million. In 2013, Nokia Networks other
income and expenses included restructuring and associated charges
of EUR 570 million.
Operating profit
Our operating profit in 2014 was EUR 1 412 million, an increase
of EUR 740 million, or 110%, compared to an operating profit of
EUR 672 million in 2013. The increase in operating profit was
attributable to both Nokia Networks and Nokia Technologies. Our
operating profit in 2014 included purchase price accounting-related
items, restructuring charges and other special items of EUR 188 million
compared to EUR 716 million in 2013. Our operating margin in 2014
was 12.0% compared to 5.7% in 2013.
Financial income and expenses
Financial income and expenses in 2014 was a net expense of
EUR 401 million, compared to a net expense of EUR 277 million
in 2013. The higher net financial expense in 2014 was primarily
attributable to a EUR 123 million one–time charge 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 1 500 million convertible bond issued to Microsoft.
These charges were partially offset by reduced interest expenses
and lower net foreign exchange losses.
Refer to “—Liquidity and capital resources” below.
Profit before tax
Continuing operations’ profit before tax was EUR 999 million in 2014,
compared to EUR 399 million in 2013.
Income tax
Income taxes for Continuing operations was a net benefit of
EUR 1 719 million in 2014, a change of EUR 1 990 million compared
to a net expense of EUR 271 million in 2013. The net income tax
benefit was primarily attributable to the recognition of EUR 2 126
million deferred tax assets from the reassessment of recoverability
of tax assets in Finland and Germany in 2014, which resulted in a
EUR 2 034 million non-cash tax benefit in the third quarter 2014.
Following the global restructuring actions taken primarily in 2012
and 2013 to reduce annualized operating expenses and production
overheads; and the recent profitability of Nokia Networks, the
divestment of the previously loss-making Devices & Services business;
and forecasts of future profitability for Continuing operations, 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.
Non-controlling interests
Profit for Continuing operations attributable to non-controlling
interests was EUR 8 million in 2014, compared to a loss attributable to
non-controlling interests of EUR 145 million in 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 non-controlling interests in that business.
Profit/loss attributable to equity holders of the parent and
earnings per share
Profit attributable to equity holders of the parent in 2014 equaled
EUR 3 462 million, compared to a loss of EUR 615 million in 2013.
Continuing operations generated a profit attributable to equity
holders of the parent in 2014, equaling EUR 2 710 million, compared
to EUR 273 million in 2013. Profit attributable to equity holders of
the parent in 2014 was favorably impacted by the recognition of
EUR 2 126 million deferred tax assets. Nokia Group’s total EPS 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, EPS in 2014 increased to EUR 0.73 (basic) and EUR 0.67
(diluted), compared to EUR 0.07 (basic) and EUR 0.07 (diluted) in 2013.
50
NOKIA IN 2015
Discontinued operations
For the year ended December 31, 2015 compared to the year ended December 31, 2014
As the Sale of the HERE Business closed on December 4, 2015 and the Sale of the D&S Business closed on April 25, 2014, the financial results
of Discontinued operations in 2015 are not comparable to the financial results of Discontinued operations in 2014.
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(1)
Operating profit/(loss)
2015
EURm % of net sales
2014
EURm % of net sales
Year-on-year
change %
1 075
(244)
831
(498)
(213)
(23)
97
100.0
(22.7)
77.3
(46.3)
(19.8)
(2.1)
9.0
3 428
(2 325)
1 103
(899)
(628)
(1 354)
(1 778)
100.0
(67.8)
32.2
(26.2)
(18.3)
(39.5)
(51.9)
(69)
(90)
(25)
(45)
(66)
(98)
–
(1) Includes impairment of goodwill of EUR 1 209 million related to HERE in 2014.
Net sales
Discontinued operations net sales in 2015 were EUR 1 075 million, a
decrease of EUR 2 353 million, or 69%, compared to EUR 3 428 million
in 2014. The decrease was attributable to the absence of net sales
from Devices and Services.
Gross margin
Discontinued operations gross margin in 2015 was 77.3%, compared
to a gross margin of 32.2% in 2014. The increase in gross margin was
attributable to the absence of cost of sales from Devices and Services.
Operating expenses
Discontinued operations operating expenses in 2015 were
EUR 734 million, a decrease of EUR 2 147 million, or 74.5%, compared
to EUR 2 881 million in 2014. The decrease was primarily attributable
to the absence of a EUR 1 209 million impairment charge related to
HERE which negatively affected 2014, and lower operating expenses
attributable to Devices & Services.
Operating profit/loss
Discontinued operations operating profit in 2015 was EUR 97 million,
an increase of EUR 1 875 million, compared to an operating loss of
EUR 1 778 million in 2014. The change in Discontinued operations
operating result was primarily attributable to the absence of a
EUR 1 209 million impairment charge related to HERE which negatively
affected 2014, and lower operating expenses attributable to Devices
& Services, partially offset by lower gross profit.
Profit for the year
Discontinued operations profit in 2015 was EUR 1 274 million, an
increase of EUR 516 million compared to a profit of EUR 758 million
in 2014. The gain on the Sale of the HERE Business recorded in
2015 was EUR 1 178 million, which included a reclassification of
EUR 1 174 million of foreign exchange differences from other
comprehensive income. The gain on the Sale of the D&S Business
recorded in 2014 was EUR 2 803 million.
NOKIA IN 2015
51
Board review Results of operations continued
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 Discontinued operations in 2014 are not comparable to the
financial results of Discontinued operations in 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(1)
Operating loss
(1) Includes impairment of goodwill of EUR 1 209 million related to HERE in 2014.
Net sales
Discontinued operations net sales in 2014 were EUR 3 428 million,
a decrease of EUR 8 221 million, or 71%, compared to
EUR 11 649 million in 2013. The decrease was primarily attributable
to the part-year absence of net sales from Devices and Services,
partially offset by an increase in net sales in HERE.
Gross margin
Discontinued operations gross margin in 2014 was 32.2%, compared
to 25.0% in 2013. The increase in gross margin was primarily
attributable to the part-year absence of Devices and Services.
Operating expenses
Discontinued operations operating expenses were EUR 2 881 million
in 2014, a decrease of EUR 777 million, or 21%, compared to
EUR 3 658 million in 2013. The decrease was primarily attributable to
the part-year absence of Devices and Services, partially offset by a
EUR 1 209 million impairment charge related to HERE, which negatively
affected 2014.
2014
EURm % of net sales
2013
EURm % of net sales
Year-on-year
change %
3 428
(2 325)
1 103
(899)
(628)
(1 354)
(1 778)
100.0
(67.8)
32.2
(26.2)
(18.3)
(39.5)
(51.9)
11 649
(8 734)
2 915
(1 778)
(1 747)
(133)
(743)
100.0
(75.0)
25.0
(15.3)
(15.0)
(1.1)
(6.4)
(71)
(73)
(62)
(49)
(64)
917
(139)
Operating loss
Discontinued operations operating loss was EUR 1 778 million in 2014
compared to EUR 743 million in 2013. The increase in operating loss
in 2014 was primarily attributable to a EUR 1 209 million impairment
charge related to HERE which negatively affected 2014.
Profit/loss for the year
Discontinued operations profit in 2014 was EUR 758 million, an
increase of EUR 1 625 million compared to a loss of EUR 867 million
in 2013. The gain on the Sale of the D&S Business recorded in 2014
was EUR 2 803 million.
52
NOKIA IN 2015
Results of segments
Nokia Networks
For the year ended December 31, 2015 compared to the year ended December 31, 2014
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(1)
For the year ended December 31
EURm
2015
Net sales
Operating profit/(loss)
% of net sales
2014
Net sales
Operating profit/(loss)
% of net sales
2015
EURm % of net sales
2014
EURm % of net sales
Year-on-year
change %
11 490
(7 053)
4 437
(1 928)
(1 321)
(92)
1 096
100.0
(61.4)
38.6
(16.8)
(11.5)
(0.8)
9.5
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
3
3
2
8
7
(12)
(9)
Mobile
Broadband
Global
Services
Nokia Networks
Other(2)
Nokia Networks
Total
6 064
604
10.0
6 039
683
11.3
5 422
654
12.1
5 105
653
12.8
4
(162)
–
54
(126)
–
11 490
1 096
9.5
11 198
1 210
10.8
(1) Refer to Note 2, Segment information, of our consolidated financial statements included in this annual report.
(2) Nokia Networks Other includes net sales and related cost of sales and operating expenses of non-core businesses, as well as IPR net sales and related costs. It also includes restructuring and associated
charges for the Nokia Networks business.
Net sales
Nokia Networks net sales in 2015 were EUR 11 490 million, an increase
of EUR 292 million, or 3%, compared to EUR 11 198 million in 2014.
The increase in Nokia Networks net sales was primarily attributable
to an increase in net sales in Global Services, partially offset by the
absence of non-recurring IPR net sales which benefited 2014. Global
Services net sales were EUR 5 422 million in 2015, an increase of
EUR 317 million, or 6%, compared to EUR 5 105 million in 2014.
The increase was primarily attributable to growth in all business lines
except managed services. Mobile Broadband net sales in 2015 were
EUR 6 064 million, approximately flat compared to EUR 6 039 million
in 2014. Foreign exchange fluctuations had a positive impact on net
sales in 2015 compared to 2014.
The following table sets forth distribution of net sales by geographical
area for the years indicated.
For the year ended December 31
Europe
Middle East & Africa
Greater China
Asia-Pacific
North America
Latin America
Total
2015
EURm
2 804
1 177
1 712
3 230
1 594
973
11 490
2014
EURm
2 929
1 053
1 380
3 289
1 538
1 009
11 198
Year-on-year
change %
(4)
12
24
(2)
4
(4)
3
Nokia Networks net sales in Greater China increased 24% in 2015
compared to 2014 driven by higher net sales in both Mobile
Broadband and Global Services. The higher net sales in Mobile
Broadband was primarily attributable to growth in LTE and core
networking technologies, partially offset by lower net sales in other
radio technologies. The higher net sales in Global Services was driven
by growth across all business lines.
In Middle East and Africa, net sales increased 12% in 2015 compared
to 2014 driven by higher net sales in both Global Services and Mobile
Broadband. The overall increase in Middle East and Africa was primarily
attributable to growth in several countries in the Middle East.
In North America, net sales increased 4% in 2015 compared to 2014,
driven by higher net sales in Global Services, partially offset by lower
net sales in Mobile Broadband, as well as the absence of non-recurring
IPR net sales which benefited 2014. The higher net sales in Global
Services was primarily attributable to strength in the network
implementation business line, including the benefit from the acquisition
of SAC Wireless. The lower net sales in Mobile Broadband was primarily
attributable to lower net sales in overall radio technologies.
In Europe, net sales decreased 4% in 2015 compared to 2014,
primarily driven by lower net sales in Global Services. The overall
decrease in Europe was primarily attributable to lower net sales in
Germany and Russia, partially offset by growth in the United Kingdom.
NOKIA IN 2015
53
Board review Results of segments continued
In Asia-Pacific, net sales decreased 2% in 2015 compared to 2014,
driven by lower net sales in both Global Services and Mobile
Broadband. The overall decrease in Asia-Pacific was primarily
attributable to lower net sales in Japan and South Korea, partially
offset by growth in India and Myanmar.
In Latin America, net sales decreased 4% in 2015 compared to 2014,
driven by lower net sales in both Mobile Broadband and Global
Services. The overall decrease in Latin America was primarily
attributable to lower net sales in Brazil, partially offset by growth
in Argentina.
Gross margin
Nokia Networks gross margin in 2015 was 38.6%, compared to 38.7%
in 2014. The slight decrease in Nokia Networks gross margin in 2015
was primarily attributable to a lower gross margin in Global Services,
a negative mix shift attributable to a higher proportion of Global
Services net sales and a lower proportion of Mobile Broadband net
sales and the absence of non-recurring IPR net sales in Nokia Networks
Other, partially offset by a higher gross margin in Mobile Broadband.
The decrease in gross margin in Global Services was primarily
attributable to lower gross margin in the network implementation and
network planning and optimization business lines, partially offset by
higher gross margin in the care business line. The increase in gross
margin in Mobile Broadband was primarily attributable to higher
gross margin in overall radio technologies. In addition, Nokia Networks
gross margin was negatively impacted by higher costs related to
the short-term impact of strategic entry deals, and challenging
market conditions. The proportion of high margin software sales
in the Nokia Networks sales mix was approximately flat in 2015
compared to 2014.
Operating expenses
Nokia Networks R&D expenses were EUR 1 928 million in 2015, an
increase of EUR 142 million, or 8%, compared to EUR 1 786 million
in 2014. The increase was primarily attributable to higher personnel
expenses and increased investments in LTE, 5G, small cells and
Cloud core, partially offset by continued operational improvements.
Nokia Networks selling, general and administrative expenses were
EUR 1 321 million in 2015, an increase of EUR 85 million, or 7%,
compared to EUR 1 236 million in 2014. In 2015, the increase was
primarily attributable to higher personnel expenses, partially offset
by a continued focus on cost efficiency.
Nokia Networks other income and expenses was an expense of
EUR 92 million in 2015 compared to an expense of EUR 104 million
in 2014, a change of EUR 12 million. The change was primarily
attributable to the absence of a EUR 31 million charge in 2014 for
anticipated contractual remediation costs related to a technical issue
with a third party component, lower costs related to the sale of
receivables, lower net indirect tax expenses and the release of certain
doubtful account allowances, partially offset by higher restructuring
and associated charges. In 2015, Nokia Networks other income and
expenses included EUR 121 million of restructuring and associated
charges, compared to EUR 57 million in 2014. In 2015, Nokia Networks
recorded costs of EUR 85 million, related to certain cost reduction and
efficiency improvement initiatives. The related annual cost savings
are expected to be approximately EUR 70 million in 2016. The costs
related to the cost reduction and efficiency improvement initiatives
consist of personnel severance charges in Germany, the United States,
China and Japan, and are expected to result in cash outflows of
approximately EUR 80 million. In addition, Nokia Networks recorded
EUR 37 million costs following changes in estimates for the Brazil and
Germany provisions, related to the global restructuring program
announced in 2011.
Operating profit
Nokia Networks operating profit was EUR 1 096 million in 2015, a
decrease of EUR 114 million compared to EUR 1 210 million in 2014.
Nokia Networks operating margin in 2015 was 9.5% compared to
10.8% in 2014. The decrease in operating profit was primarily
attributable to lower operating profit in Mobile Broadband and Nokia
Networks Other.
Mobile Broadband operating profit decreased from EUR 683 million
in 2014 to EUR 604 million in 2015. The decrease in Mobile Broadband
operating profit in 2015 was primarily attributable to higher operating
expenses, partially offset by higher gross profit.
Global Services operating profit was EUR 654 million in 2015 compared
to EUR 653 million in 2014. The approximately flat Global Services
operating profit in 2015 was primarily attributable to higher operating
expenses, offset by higher gross profit.
The decrease in operating profit in Nokia Networks Other was primarily
attributable to lower gross profit and higher operating expenses.
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
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
54
NOKIA IN 2015
Segment information(1)
For the year ended December 31
EURm
2014
Net sales
Operating profit/(loss)
% of net sales
2013
Net sales
Operating loss/(loss)
% of net sales
Mobile
Broadband
Global
Services
Nokia
Networks
Other(2)
Nokia
Networks
Total
6 039
683
11.3
5 347
420
7.9
5 105
653
12.8
5 753
693
12.0
54
(126)
–
182
(693)
–
11 198
1 210
10.8
11 282
420
3.7
(1) Refer to Note 2, Segment information, of our consolidated financial statements included in this annual report.
(2) 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 the Nokia Networks business.
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 agreements 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 by
EUR 692 million, 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
by EUR 648 million, or 11%, compared to EUR 5 753 million in 2013.
The decrease was primarily attributable to decreases in net sales in
network implementation and managed services including the exiting
of certain customer agreements 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 distribution of net sales by geographical
area 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)
In Europe, net sales decreased 4% primarily attributable to lower
network deployments in Western Europe, partially offset by higher
network deployments in Eastern Europe. In Middle East and Africa,
net sales decreased 5% primarily attributable to lower network
deployments. In Greater China, net sales increased 16% primarily
attributable to higher LTE network deployments. In Asia-Pacific,
net sales decreased 2% primarily attributable to lower network
deployments in Japan, partially offset by higher network deployments
in India and Korea. In North America, net sales increased 15% primarily
attributable to LTE network deployments at major customers.
Nokia Networks net sales in Latin America decreased 20% in 2014
compared to 2013 primarily attributable to the exiting of certain
customer agreements and lower network deployments in Brazil,
Chile and Mexico.
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, partially 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.
NOKIA IN 2015
55
Board review Results of segments continued
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 in Nokia Networks R&D expenses 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.
Operating profit
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.
In 2014, Nokia Networks recognized restructuring and associated
charges of EUR 57 million related to the global restructuring program.
At the end of 2014, the cumulative charges were approximately
EUR 1 900 million and the cumulative restructuring-related cash
outflows approximately EUR 1 550 million.
Nokia Technologies
For the year ended December 31, 2015 compared to the year ended December 31, 2014
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 2015 were EUR 1 024 million, an
increase of EUR 446 million, or 77%, compared to EUR 578 million
in 2014. The increase in Nokia Technologies net sales was primarily
attributable to two factors. Firstly, approximately 70% of the growth,
or approximately EUR 310 million, of Nokia Technologies net sales
in 2015 related to non-recurring net sales from existing and new
agreements, and revenue share related to previously divested IPR
and IPR divestments. Secondly, approximately 30% of the growth,
or EUR 130 million, of Nokia Technologies net sales in 2015 related to
higher IPR licensing income from existing and new licensees, related
to settled and ongoing arbitrations, as well as Microsoft becoming a
more significant intellectual property licensee following the Sale of the
D&S Business. The increase in net sales was partially offset by lower
licensing income from certain existing licensees that experienced
decreases in handset sales.
Gross margin
Nokia Technologies gross margin in 2015 was 99.3%, compared to
98.6% in 2014. The increase in Nokia Technologies gross margin in
2015 was primarily attributable to higher net sales.
2015
EURm % of net sales
2014
EURm % of net sales
Year-on-year
change %
1 024
(7)
1 017
(199)
(109)
10
719
100.0
(0.7)
99.3
(19.4)
(10.6)
1.0
70.2
578
(8)
570
(161)
(65)
(1)
343
100.0
(1.4)
98.6
(27.9)
(11.2)
(0.2)
59.3
77
(13)
78
24
68
–
110
Operating expenses
Nokia Technologies R&D expenses in 2015 were EUR 199 million,
an increase of EUR 38 million, or 24%, compared to EUR 161 million
in 2014. The increase in R&D expenses was primarily attributable
to higher investments in digital media and technology incubation,
higher patent portfolio costs, and higher investments in digital health.
Nokia Technologies selling, general and administrative expenses in
2015 were EUR 109 million, an increase of EUR 44 million, or 68%,
compared to EUR 65 million in 2014. The increase in selling, general
and administrative expenses was primarily attributable to the ramp-up
of new businesses, increased licensing activities, and higher business
support costs.
Nokia Technologies other income and expense in 2015 was a net
income of EUR 10 million, a change of EUR 11 million compared to
a net expense of EUR 1 million in 2014.
Operating profit
Nokia Technologies operating profit in 2015 was EUR 719 million,
an increase of EUR 376 million, or 110%, compared to an operating
profit of EUR 343 million in 2014. The increase in operating profit was
attributable to higher gross profit, partially offset by higher operating
expenses. Nokia Technologies operating margin in 2015 was 70.2%
compared to 59.3% in 2014.
56
NOKIA IN 2015
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.
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
Group Common Functions
For the year ended December 31, 2015 compared to the year ended
December 31, 2014
Group Common Functions operating loss in 2015 was EUR 127 million,
a decrease of EUR 15 million, or 11%, compared to an operating loss
of EUR 142 million in 2014. The decrease in Group Common Functions
operating loss was primarily attributable to change in other income
and expense, partially offset by an increase in selling, general and
administrative expenses. Other income and expense in 2015 included
net income of approximately EUR 100 million related to investments
made through unlisted venture funds, a significant portion of which
resulted from Nokia Growth Partners selling its holdings in Ganji.com
to 58.com for a combination of cash and shares. The increase in
selling, general and administrative expenses was primarily attributable
to transaction and other related costs. In 2015, Group Common
Functions included transaction-related costs of EUR 99 million
compared to EUR 25 million in 2014.
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 benefited Group Common Functions in 2013. In
2014, Group Common Functions included transaction-related costs
of EUR 25 million. 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
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 connection 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 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.
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, compared to
a net expense of EUR 2 million in 2013.
Operating profit
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.
NOKIA IN 2015
57
Board review Liquidity and
capital resources
Financial position
At December 31, 2015, our total cash and other liquid assets (defined
as cash and cash equivalents; available-for-sale investments, liquid
assets; and investments at fair value through profit and loss, liquid
assets) equaled EUR 9 849 million, an increase of EUR 2 134 million,
compared to EUR 7 715 million at December 31, 2014. The increase
was primarily attributable to drivers affecting our net cash as
described below. At December 31, 2013, our total cash and other
liquid assets equaled EUR 8 971 million.
At December 31, 2015, our 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 7 775 million,
an increase of EUR 2 752 million, compared to EUR 5 023 million at
December 31, 2014. The increase was primarily attributable to cash
proceeds of EUR 2 536 million from the Sale of the HERE Business,
net cash flow of EUR 507 million from operating activities, as well
as an increase in net cash resulting from the conversion of the
Nokia EUR 750 million convertible bond into shares. This increase
was partially offset by costs associated with our capital structure
optimization program, which included the payment of a dividend of
EUR 512 million, as well as the repurchase of shares of EUR 173 million.
Our net cash and other liquid assets was also adversely impacted by
cash outflows related to acquisitions of EUR 98 million and capital
expenditures of EUR 314 million. At December 31, 2013, our net
cash and other liquid assets equaled EUR 2 309 million.
At December 31, 2015, our cash and cash equivalents equaled
EUR 6 995 million, an increase of EUR 1 825 million, compared to
EUR 5 170 million at December 31, 2014. Our cash and cash
equivalents equaled EUR 7 633 million at December 31, 2013.
Cash flow
In 2015, our cash flow from operating activities equaled EUR 507
million, a decrease of EUR 768 million, as compared to EUR 1 275
million in 2014. The decrease was primarily attributable to EUR 998
million cash being tied up in net working capital in 2015 as compared
to EUR 1 153 million cash release in 2014, partly offset by an increase
in net profit, adjusted for non-cash items of EUR 993 million. The
primary drivers for the increase in net working capital were higher
accounts receivables, mainly relating to the Samsung patent license
receivables and lower accounts payable.
In 2015, we had cash outflows of EUR 702 million related to net
financial income and expenses and income taxes, a decrease of
EUR 390 million, as compared to EUR 1 092 million in 2014. The
decrease was primarily attributable to lower net income taxes paid.
Paid taxes in 2014 included approximately EUR 300 million cash
outflows relating to Discontinued operations.
In 2014, our cash flow 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 in 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, we 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 2015, our cash flow from investing activities equaled EUR 1 896
million, an increase of EUR 1 010 million, as compared to EUR 886
million cash received from investing activities in 2014. Cash inflow
from investing activities was primarily driven by gross proceeds
attributable to the Sale of the HERE Business of approximately
EUR 2 540 million, and the increase in proceeds from maturities and
sale of current available-for-sale investments, liquid assets. The
increase was partially offset by an increase in purchases of current
available-for-sale investments, liquid assets, purchases of investments
at fair value through profit and loss, liquid assets and cash outflows
related to capital expenditure of EUR 314 million and acquisitions of
EUR 98 million.
In 2015, our capital expenditure equaled EUR 314 million, an increase
of EUR 3 million, as compared to EUR 311 million in 2014. Major items
of capital expenditure in 2015 included investments in 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 2014, our 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 benefited 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, our capital expenditure equaled EUR 311 million, a decrease
of EUR 96 million, as compared to EUR 407 million in 2013. Major items
of capital expenditure in 2014 included investments in 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 2015, our cash flow used in financing activities equaled EUR 584
million, a decrease of EUR 3 992 million, as compared to EUR 4 576
million in 2014. Cash outflows from financing activities were primarily
attributable to the payment of EUR 0.14 per share in dividends
equaling EUR 507 and EUR 173 million in cash outflows relating to
share repurchases. Cash outflows from financing activities also
included payments to non-controlling interest holders to acquire
subsidiary shares and pay dividends equaling EUR 57 million.
58
NOKIA IN 2015
In 2014, our 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
liabilities, payment of EUR 0.11 per share in dividends equaling
EUR 408 million and EUR 0.26 per share in special dividends equaling
EUR 966 million, as well as EUR 427 million in cash outflows relating
to share repurchases. We also acquired subsidiary shares from a
non-controlling interest holder and paid dividends to non-controlling
interest holders in 2014 equaling approximately EUR 60 million.
Capital structure optimization program
In 2015, we announced plans for a two-year, EUR 7 billion program
to optimize the efficiency of our capital structure. The program was
subject to the closing of the Alcatel Lucent and HERE transactions,
as well as the conversion of all Nokia and Alcatel Lucent convertible
bonds. This comprehensive capital structure optimization program
focuses on shareholder distributions and de-leveraging, while
maintaining our financial strength.
The program consists of the following components:
Financial assets and debt
At December 31, 2015 our net cash and other liquid assets equaled
EUR 7 775 million and consisted of EUR 9 849 million in total cash and
other liquid assets and EUR 2 074 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. We also have
a EUR 1 500 million undrawn revolving credit facility available for
liquidity purposes.
Our interest-bearing liabilities consisted of 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 196 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 2015, we exercised our option to redeem our EUR 750 million
convertible bonds due in 2017. The redemption led to materially all
convertible bonds being converted into Nokia shares. Additionally,
we refinanced our undrawn EUR 1 500 million revolving credit facility
maturing in March 2016 with a new similar size facility maturing in
June 2018. The new facility has two one-year extension options,
no financial covenants and it remains undrawn. We believe with
EUR 9 849 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 2016.
We also believe that with our current credit ratings of BB+ by Standard
& Poor’s and Ba2 by Moody’s, we have access to the capital markets
should any funding needs arise in 2016. Nokia aims to re-establish
its investment grade credit rating.
Off-balance sheet arrangements
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 are material to investors.
■ Shareholder distributions of approximately EUR 4 billion, calculated
assuming ownership of all outstanding shares of Alcatel Lucent
and conversion of all Nokia and Alcatel Lucent convertible bonds:
– Planned ordinary dividend payments, as follows:
– A planned ordinary dividend for 2015 of at least EUR 0.15 per
share, subject to shareholder approval in 2016; and
– A planned ordinary dividend for 2016 of at least EUR 0.15 per
share, subject to shareholder approval in 2017;
– A planned special dividend of EUR 0.10 per share, subject to
shareholder approval in 2016; and
– A planned two-year, EUR 1.5 billion share repurchase program,
subject to shareholder approval in 2016.
■ De-leveraging of approximately EUR 3 billion:
– Planned reduction of interest-bearing liabilities of the combined
company by approximately EUR 2 billion; and
– Planned reduction of debt-like items of the combined company
by approximately EUR 1 billion in 2016.
Refer to “—Dividend” below for the Board of Director’s dividend
proposal for 2015.
In January 2016, as part of the capital structure optimization program,
Alcatel Lucent S.A., a company controlled by us, repaid its EUR 190
million 8.50% senior notes. In February, 2016, Alcatel Lucent USA Inc.,
a subsidiary of Alcatel Lucent S.A., redeemed its USD 650 million
4.625% notes due July 2017, USD 500 million 8.875% notes due
January 2020 and USD 700 million 6.750% notes due November 2020
in accordance with their respective terms and conditions. In February
2016, Alcatel Lucent S.A. terminated its EUR 504 million revolving
credit facility.
NOKIA IN 2015
59
Board review Liquidity and capital resources continued
Venture fund investments and commitments
We make financing commitments to a number of unlisted 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, 2015, our unlisted venture fund investments equaled
EUR 953 million, as compared to EUR 778 million at December 31,
2014. 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 unlisted venture
fund investments.
At December 31, 2015, our venture fund commitments equaled
EUR 230 million, as compared to EUR 274 million at December 31,
2014. As a limited partner in venture funds, we are 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.
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, 2015, our total customer financing, outstanding
and committed equaled EUR 213 million, an increase of EUR 57 million,
as compared to EUR 156 million in 2014. At December 31, 2013,
our total customer financing, outstanding and committed ,equaled
EUR 64 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, 2015, guarantees of our performance consisted
of EUR 400 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 either payable 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. Our 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.
60
NOKIA IN 2015
Material subsequent
events
“On February 10, 2016,
the results of our
reopened public
exchange offer for all
outstanding Alcatel
Lucent securities were
announced. The
reopened offer period
resulted in us holding
90.34% of the share
capital of Alcatel Lucent.”
The reopened offer period resulted in us
holding 90.34% of the share capital and at
least 90.25% of the voting rights of Alcatel
Lucent, 99.62% of the OCEANEs 2018,
37.18% of the OCEANEs 2019 and 68.17%
of the OCEANEs 2020. This equated to us
holding 87.33% of the share capital of
Alcatel Lucent on a fully diluted basis.
Consequently, we issued 320 701 193
new shares in deviation from shareholders’
pre-emptive right to subscription based
on an authorization by the Extraordinary
General Meeting held on December 2, 2015
in exchange for the Alcatel Lucent
securities. The registration of the shares
and the settlement of the reopened offer
took place on February 12, 2016.
■ On February 1, 2016, we announced that
we had received the decision in the patent
licensing arbitration between Nokia and
Samsung. The award covers five years from
January 1, 2014 until December 31, 2018.
The outcome of the arbitration was
reflected in the 2015 financial statements
as far as it relates to the years presented.
■ On February 21, 2016, Nokia Growth
Partners (NGP) announced the closing of a
new USD 350 million fund for investments
in IoT companies. The fund is sponsored
by Nokia and will serve to identify new
opportunities to grow the ecosystem in IoT
solutions. The fund IV commitment brings
NGP’s total assets under management to
over USD 1 billion, including USD 500 million
available for new investments.
After December 31, 2015, the following
material events have taken place.
■ On January 4, 2016, the results of our
public exchange offer for all outstanding
Alcatel Lucent securities were announced.
We made an offer for all Alcatel Lucent
securities in France and in the United States
from November 18, 2015 until December
23, 2015 and the offer resulted in us
holding 76.31% of the share capital and at
least 76.01% of the voting rights of Alcatel
Lucent, 89.14% of the OCEANEs 2018
outstanding, 24.34% of the OCEANEs 2019
outstanding, and 15.11% of the OCEANEs
2020 outstanding. This equated to us
holding 70.52% of the Alcatel Lucent
share capital on a fully diluted basis.
Consequently, on January 6, 2016 Nokia
issued 1 455 678 563 new shares in
deviation from shareholders’ pre-emptive
right to subscription based on an
authorization by the Extraordinary General
Meeting held on December 2, 2015 in
exchange for the Alcatel Lucent securities.
The registration of the shares and the
settlement of the offer took place on
January 7, 2016.
■ On January 14, 2016, we announced that
we had reopened our public exchange offer
in France and in the United States for all
outstanding Alcatel Lucent securities in
accordance with French law until February 3,
2016, which provided an opportunity for
holders of Alcatel Lucent securities who
did not tender into the initial exchange offer
to participate in the reopened offer and
exchange their securities for shares or
American Depository Shares (“ADSs”) in
Nokia. On February 10, 2016, the results of
our reopened public exchange offer for all
Alcatel Lucent securities were announced.
NOKIA IN 2015
61
Board review Sustainability and corporate
responsibility at Nokia
At Nokia, we want to be proud of what we achieve and how
we achieve it. We run our business in line with internationally
recognized ethical and responsible business practices, and
we work hard to create value for people and our planet.
To ensure our activities support sustainable development,
our performance reflects the following principles: Improving
people’s lives with technology, respecting people in
everything we do, protecting the environment and making
change happen together.
Improving people’s lives
with technology
Our biggest contribution to sustainable
development comes through our core
business—from offering network
infrastructure and advanced technology
for our customers around the world.
Our radio networks customers serve
approximately 5 billion subscriptions
worldwide. This provides tremendous
opportunities: For instance, through
connectivity, people gain improved access
to information and education—also in
developing and remote areas. These increases
in productivity and economic growth are
essential for lifting people out of poverty.
Telecommunications technologies can also
spearhead communications connectivity in
real time to reduce the risk from natural
disasters, thereby ensuring that communities
are safe. In 2015, we worked with Save the
Children to increase the resilience of villages
in India. We also cooperated with Plan
International to improve school governance
in Uganda using technology and community
media and we supported Plan International
in increasing children’s literacy skills in
Kenya through providing information and
communications technology infrastructure
to schools.
Our networks and technology also play
a crucial part in connecting things as well
as people. In the future, we expect that
connected devices will converge into
intelligent and programmable systems that
will have the potential to improve lives in
a vast number of ways including more
sustainable use of scarce resources and
more effective healthcare.
Our industry plays a major role in reaching
many of the sustainable development goals
agreed by the United Nations in 2015. It also
plays a fundamental role in the improvement
of education, the progress on gender equality
and the battle against climate change. For
example, according to Global e-Sustainability
Initiative’s SMARTer2030 report, information
and communications technology has the
potential to enable a 20% reduction in
global CO2e emissions by 2030, maintaining
emissions at 2015 levels. Our main focus and
effort in this area is concentrated on energy
efficiency of networks and creating base
station site offerings that enhance the use
of renewable energy. In order to support
gender equality, we are enhancing access to
education and promoting technical literacy
and confidence through our corporate social
responsibility programs.
Percentage of employees who completed
the 2015 Ethical Business Training
~98%
Savings from reduced sick leaves
in Finland in 2015
€2.5m+
Respecting people in
everything we do
The Nokia Code of Conduct details our high
ethical standards and our commitment to
ensuring that our technologies are not used
to infringe human rights. Additionally, the
Nokia Human Rights Policy reinforces this
commitment, through our human rights due
diligence, which aims to mitigate the potential
misuse of our products. In 2015, Save the
Children reviewed our relevant processes and
policies from a children’s rights perspective.
The review also included guidelines and
processes related to mitigating the risk of
having child labor in our supply chain. Based
on their recommendations we implemented
certain changes to these processes during
the year and renewed the Nokia Child Labor
Remediation Guideline, which is overall
guidance on how to care for children in
the event a child labor case is confirmed.
To ensure that all our employees understand
and adhere to the Nokia Code of Conduct,
we require that all our employees complete
an Ethical Business training annually. In 2015,
approximately 98% of our employees
completed this training. We also require our
employees and encourage other stakeholders
to report any ethical misconduct, which can
be done anonymously. In 2015, our Ethics
& Compliance office received a total of 225
enquiries and concerns, out of which 124
alleged violations of our Code of Conduct
were investigated. As a result of these
investigations and previously initiated
investigations we undertook corrective
actions, including 62 dismissals, 18 written
warnings and 32 verbal counsellings.
62
NOKIA IN 2015
Zero CO2 emission
base station
Our Zero CO2 emission
base station site offering
can reduce an operator’s
total cost of ownership
for a base station by up
to 30%.
The Nokia Code of Conduct also sets the
standard for labor conditions and our
comprehensive human resources policies and
promotes fair employment. Good health and
safety performance is a particular focus for
us because we operate in some challenging
environments. To address this, we run
programs to improve our health and safety
performance, and encourage open reporting
of incidents and near misses by contractors
and employees. In our supply chain, trained
Nokia assessors conduct in-depth audits of
suppliers on labor conditions. We prefer using
internal assessors as we believe it’s important
for us to see the factories or facilities ourselves.
This makes it easier to understand possible
challenges and further enables us to work
directly with suppliers to drive improvements.
To ensure our employees feel valued,
motivated and inspired to reach their full
potential, we provide development and
training opportunities, competitive reward
packages, equal opportunities and flexible
working. On average, our employees used
approximately 37 hours for training in 2015.
Additionally, 73% of our employees had
a personal development plan in place.
To improve our understanding of the markets
where we operate, and to provide a more
inspiring workplace, we believe it is important
to employ a diverse range of people from all
backgrounds, experiences, levels of education,
genders, ages and nationalities. In 2015,
we employed approximately 143 different
nationalities. Approximately 12% of senior
management positions were held by women.
The average age of our employees in 2015
was approximately 38 years.
Employee engagement is needed to achieve
long-term success and is therefore an integral
part of our culture. Each year, we run an
employee engagement survey administered
across the Group. In 2015, our annual
employee engagement survey scored 87%
favorable, which indicates a high level of
engagement across Nokia. We also believe
that organizing activities such as sports
events, mindfulness exercises and change
coaching increases wellbeing of our employees,
and helps us get the very best of them.
Improvements in employee wellbeing and
health can also translate into cost savings for
the Group. In Finland alone, reduced sick leaves
resulted in over EUR 2.5 million of savings
in 2015 as compared to the previous year.
Protecting the environment
Our products inevitably affect the
environment because producing, distributing
and operating these require energy and
other resources.
Reducing energy consumption of our
products is a priority for us, as the major
environmental impact of base stations comes
from electricity consumption in the use
phase. Therefore, we feel that it is essential
that we support our customers in maintaining
energy consumption at a sustainable level.
We also help our customers support circular
economies and we promote the use of
renewable energy.
In 2015, we launched the Zero CO2 emission
base station site offering, which includes more
than 20 products and services for our Single
RAN Advanced portfolio. The offering helps
achieve reductions up to 70% in a base
station site’s energy consumption, creating a
significant driver for modernizing base station
sites. With the significantly lower energy
consumption, the use of solar, wind and fuel
cell renewable energy sources become a
viable option for powering a base station site,
making it possible to achieve even zero CO2
emissions. Zero CO2 emission base station
sites can now be built for all electricity
grids—from good grid to no grid. The solution
can also reduce an operator’s total cost of
ownership for a base station site by up to 30%.
NOKIA IN 2015
63
Board review Sustainability and corporate
responsibility at Nokia continued
Partnering with NGOs
Through our corporate social responsibility
programs, we work with NGOs to improve
people’s lives around the world. In 2015, our
cooperation focused on promoting children’s
rights, empowering young people and
supporting those affected by drought
and natural disasters. Our global partners
continued to be Plan International, Save the
Children and Oxfam. Additionally, we kicked
off the WWF Green Office program at our
headquarters and started cooperation with
the Finnish Children and Youth Foundation to
strengthen young people’s faith in the future.
In addition to our regular cooperation with
NGOs, we made several donations during
2015. These include donations to various
smaller charities through Global Giving and
Plan where we targeted our support to
projects that seek to realize human rights for
all, to achieve gender equality and to mitigate
the risk of being left behind in the rapidly
evolving digital revolution. We also donated
to Oxfam, in order to support Oxfam in its
efforts in Syria, Jordan and Lebanon to
provide life-saving aid to the people fleeing
Syria. Together with Elisa, a Finnish operator,
we announced our plan to donate a mobile
network providing complete indoor coverage
for the new Children’s Hospital in Helsinki,
Finland, which is expected to be completed
in 2017.
To support circular economies, we continued
offering our customers an asset recovery
service, which covers Nokia Networks’
products as well as other vendors’
telecommunications equipment. Our
customers can purchase a complete service
from the collection and buyback or trade-in
of pre-owned equipment to e-waste recycling
and reporting, depending on their needs
and requirements. In 2015, we sent around
1 600 metric tons of old telecommunications
equipment for materials recovery and we
refurbished approximately 24 100 units.
In our own business operations, we
maintained certification to the international
environmental management standard
ISO 14001 for Nokia Networks. This means
our environmental performance is audited
regularly by external auditors and the
audits cover processes, business activities,
organizational units and regions.
Additionally, we continued improving energy
efficiency, purchasing certified renewable
energy from the grid and avoiding waste.
In 2015, our overall energy consumption
decreased by approximately 7% compared to
previous year and as a result, our greenhouse
gas emissions from offices and factories
decreased by approximately 12%, including
our renewable energy purchases.
We continued encouraging key suppliers to
report their climate impacts and set carbon
reduction targets through the CDP (formerly
the Carbon Disclosure Project) Supply Chain
Program, which helps us to plan improvement
programs with our suppliers and improve
reporting of our scope 3 emissions. In 2015,
180 of our key suppliers responded to the
CDP’s request to disclose information
regarding their climate performance and
92 disclosed emission reduction targets.
Environmental management is also part
of our supplier in-depth audits.
Making change happen together
By partnering with others, we can make an
even greater contribution to a more
sustainable and socially responsible world. We
drive improvements by working together with
suppliers, non-governmental organizations
(“NGOs”) and industry peers.
Driving improvements with suppliers
We require all of our suppliers to meet the
high ethical, labor and environmental
requirements set out in our supplier
requirement standards before contracting
them. We ensure compliance through regular
and robust assessments, and work with
suppliers to improve performance where
needed. Our in-depth audits of suppliers’
labor conditions and environmental
management include document reviews,
interviews with managers and employees, site
visits, and inspections of facilities, production
lines and warehouses. In 2015, we conducted
195 audits, of which 16 constituted in-depth
audits of labor conditions and environmental
management, 24 were audits against our
supplier requirements, and 155 suppliers
were audited using the EcoVadis scorecards.
Additionally, we run training workshops for
suppliers operating in high-risk countries. In
2015, we organized online training on climate
change, conflict minerals and corporate
responsibility, and we arranged face-to-face
training workshops for 42 suppliers.
We also continued our efforts to ensure our
products are conflict-free. In 2015, 83% of
the smelters used in our supply chain were
validated as conflict-free or were in a
validation process at the time. As of 2014, we
have published a separate conflict minerals
report which provides further information on
our due diligence activities in this area. These
reports are available at http://company.nokia.
com/en/sustainability/downloads.
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NOKIA IN 2015
Cooperating with others in our industry
We regularly contribute to working groups
and committees of various industry
organizations that promote sustainability
goals. In 2015, we were a member of
United Nations Global Compact, Global
e-Sustainability Initiative, CDP supply chain
program, The Telecommunications Industry
Dialogue, Climate Leadership Council,
Digital Europe, Conflict-Free Sourcing
Initiative and several standardization and
university cooperation groups.
Reporting on our performance
We provide detailed reports on our progress
and performance in sustainability and
corporate responsibility matters annually,
and for over a decade our reports have
been available online. In our reports, we
describe how we define the most material
sustainability topics at Nokia, which have
also been discussed in this section. To find
out more about our activities around
sustainability and corporate responsibility,
go to www.nokia.com/people&planet.
Our efforts for sustainable development
are also evaluated by a number of external
parties. For instance, CDP gave us a top score
for our performance and disclosure of climate
change data, and kept us in the CDP A-list,
as well as in the Nordic Climate Disclosure
Leadership Index for 2015. Our economic,
environmental and social responsibility was
recognized when we were selected to be
an index component of the Dow Jones
Sustainability Indices. We also reconfirmed
our position in the Ethibel Sustainability Index
and FTSE4GOOD, and were included in the
Corporate Knight’s Global 100 Most
Sustainable Corporations list.
Employees
The average number of employees in
Continuing operations in 2015 was 56 690
(51 499 in 2014 and 53 436 in 2013). At
December 31, 2015, Continuing operations
had a total of 55 718 employees (55 399
employees on December 31, 2014 and
49 503 employees on December 31, 2013).
The total amount of salaries and wages
paid in Continuing operations in 2015 was
EUR 3 075 million (EUR 2 797 million in 2014
and EUR 3 030 million in 2013). Refer to Note
7, Personnel expenses, in our consolidated
financial statements of this annual report.
The table below shows the average number of
employees in 2015 divided according to their
business and geographical location:
Business
Nokia Networks
Nokia Technologies
Group Common Functions
Total
Region
Finland
Other European countries
Middle East & Africa
China
Asia-Pacific
North America
Latin America
Total
Average number
of employees
55 509
596
585
56 690
Average number
of employees
6 942
15 382
2 321
9 182
16 569
3 813
2 481
56 690
NOKIA IN 2015
65
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, 2015, the total number
of Nokia shares was 3 992 863 716 and our
share capital equaled EUR 245 896 461.96.
On December 31, 2015, Nokia and its
subsidiary companies owned a total of
53 668 695 Nokia shares, representing
approximately 1.3% of the total number of
the shares and voting rights of the company.
On February 4, 2015, we cancelled
66 903 682 shares.
In 2015, under the authorization held by the
Board and in line with the capital structure
optimization program announced in 2014,
Nokia repurchased a total of 24 516 089
shares, representing approximately 0.6% of
the total number of shares and voting rights
on December 31, 2015. 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.
On February 12, 2016, following the
settlements of the initial and reopened public
exchange offers for all outstanding Alcatel
Lucent securities, the total number of Nokia
shares was 5 769 443 837 shares.
Information on the authorizations held by
the Board in 2015 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 is available in the
“Corporate Governance—Compensation”,
“Financial Statements” and “General facts on
Nokia—Shares and shareholders” sections.
Refer to Note 24, Shares of the Parent
Company, of our consolidated financial
statements included in this annual report for
further information regarding Nokia shares.
66
NOKIA IN 2015
Board of Directors
and Management
Pursuant to the Articles of
Association of Nokia Corporation,
we have a Board of Directors
(the “Board”) composed of
a minimum of seven and a
maximum of 12 members. The
Board is elected at least annually
at the Annual General Meeting
of the shareholders for a term
ending at the end of the next
Annual General Meeting, which
convenes annually by June 30.
The Board has the responsibility for
appointing and discharging the President
and CEO, Chief Financial Officer and other
members of the Group Leadership Team.
For information on Nokia’s Articles of
Association, refer to “General facts on
Nokia—Memorandum and Articles
of Association”. 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
Group Leadership Team, refer to “Corporate
Governance—Compensation”. For more
information regarding corporate governance
at Nokia, refer to “Corporate Governance—
Corporate Governance Statement” or to our
website at company.nokia.com/en/about-us/
corporate-governance.
NOKIA IN 2015
67
Board review Dividend
The Board proposes an ordinary
dividend of EUR 0.16 per share
for 2015. Additionally, the Board
proposes a special dividend of
EUR 0.10 per share.
The proposed dividend is in line with our
distribution policy.
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 2015
Nokia’s outlook
Nokia
Metric
Annual operating
cost synergies
Guidance
Approximately EUR 900 million of
net operating cost synergies to be
achieved in full year 2018
Commentary
Compared to the combined operating costs of Nokia and Alcatel
Lucent for full year 2015, excluding special items and purchase
price accounting related items.
Expected to be derived from a wide range of initiatives related to
operating expenses and cost of sales, including:
■ Streamlining of overlapping products and services, particularly
within the Mobile Networks business group;
■ Rationalization of regional and sales organizations;
■ Rationalization of overhead, particularly within manufacturing,
supply-chain, real estate and information technology;
■ Reduction of central function and public company costs; and
■ Procurement efficiencies, given the combined company’s
expanded purchasing power.
Compared to the cost of debt run rate for the combined
company of Nokia and Alcatel Lucent at year end 2014.
Annual interest
expense reduction
Approximately EUR 200 million of
reductions in interest expenses to be
achieved on a full year basis in 2016
Due to the very recent acquisition of Alcatel Lucent, Nokia believes it is not appropriate to provide an annual outlook for the new combined
Networks business at the time of publishing this annual report. Nokia intends to provide its full year outlook in conjunction with its Q1/2016
results announcement.
NOKIA IN 2015
69
Board review Risk factors
Set forth below is a description of
risk factors that could affect us.
Shareholders and potential
investors should carefully review
the following risk factors, in
addition to other information
contained in this annual report.
However, there may be additional
risks that are unknown to us and
other risks currently believed to be
immaterial that could turn out to
be material.
These risks, either individually or together,
could adversely affect for instance our
business, sales, profitability, results of
operations, financial condition,
competitiveness, costs, expenses, liquidity,
market share, brand, reputation and share
price from time to time. Unless otherwise
indicated or the context otherwise requires,
references in these risk factors to “Nokia”,
the “Nokia Group”, “Group”, “we”, “us” and
“our” mean Nokia’s consolidated operating
segments, including Alcatel Lucent. Certain
risks or events as indicated may be more
prevalent with respect to Nokia or a certain
business group, business or part of the Group.
Additional risks and uncertainties not
presently known to us, or that are currently
believed to be immaterial, could impair
our business or the value of an investment
made in it. This annual report also contains
forward-looking statements that involve
risks and uncertainties presented in
“Forward-looking statements” below.
■ We conduct our business globally,
exposing us to political and other regional
developments, including in emerging
market countries, which may have a higher
degree of regulatory or political risk,
including unfavorable or unpredictable
treatment in relation to tax matters,
exchange controls, and other restrictions.
■ Our strategy is subject to various risks
and uncertainties, including that we may
be unable to successfully implement our
strategic plans, sustain or improve the
operational and financial performance of
our business groups, correctly identify or
successfully pursue business opportunities
or otherwise grow our business.
■ We may be unable to realize the anticipated
benefits from the acquisition of Alcatel
Lucent or implement our organizational
and operational structure efficiently or
within the timeframe currently anticipated,
including successfully implementing our
business plans, successfully integrating
Alcatel Lucent’s business or achieving the
targeted synergies and other efficiencies.
■ Our failure to promptly complete the
purchases of the remaining outstanding
Alcatel Lucent securities could adversely
affect the market value of our shares and
ADSs, and we may be unable to fully realize
the anticipated benefits of the public
exchange offer for all outstanding Alcatel
Lucent securities.
■ We may be materially and adversely
affected by general economic and market
conditions and other developments in the
economies where we operate.
■ We are dependent on the development
of the industries in which we operate,
including the information technology and
communications industries and related
services market. The telecommunications
industry is cyclical and is affected by
many factors, including the general
economic environment, purchase
behavior, deployment, roll-out timing
and spending by service providers,
consumers and businesses.
■ We face intense competition and may fail
to effectively and profitably invest in new
competitive high-quality products, services,
upgrades and technologies or bring them
to market in a timely manner.
■ We are dependent on a limited number
of customers and large multi-year
agreements. Accordingly, a loss of a single
customer, operator consolidation or issues
related to a single agreement may have a
material adverse effect on our business.
■ The Nokia Technologies business group’s
patent licensing income and other
intellectual property-related revenues
are subject to risks and uncertainties such
as our ability to maintain our existing
sources of intellectual property-related
revenue or establish new sources for
revenue. A proportionally significant share
of the current patent licensing income is
generated from the smartphone market
which has proven to be rather dynamic and
features a limited number of large vendors.
■ Our products, services and business
models depend on IPR 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 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.
■ Our business is subject to direct and
indirect regulation. As a result, changes
in various types of regulations or their
application, as well as economic and
trade policies applicable to current or
new technologies or products, may
adversely affect our business and results
of operations. Our governance, internal
controls and compliance processes could
also fail to prevent regulatory penalties,
both at operating subsidiaries and in
joint ventures.
70
NOKIA IN 2015
■ Our net sales, costs and results of
■ Unexpected liabilities or issues with
respect to the acquisition of Alcatel Lucent,
including pensions, employee funds,
post-retirement health plans, health and
life insurances, healthcare costs and other
employee liabilities or higher than expected
transaction costs.
■ Alcatel Lucent’s business includes the
installation and maintenance of undersea
telecommunications cable networks,
and in the course of this activity it may
cause damage to existing undersea
infrastructure, for which it may ultimately
be held responsible.
Nokia Board of Directors
April 1, 2016
operations, as well as the US dollar value of
our dividends and market price of our ADSs,
are affected by exchange rate fluctuations.
■ Inefficiencies, breaches, malfunctions
or disruptions of information technology
systems could have a material adverse
effect on our business and results
of operations.
■ We may not be able to optimize our capital
structure as planned and re-establish our
investment grade credit rating or otherwise
improve our credit ratings.
■ The amount of dividend and equity return
distributed to shareholders for each
financial period is uncertain.
■ We may be unable to achieve targeted
benefits from or successfully implement
planned transactions or transactions may
result in liabilities.
■ We are involved in joint ventures and are
exposed to risks inherent to companies
under joint management.
■ Performance failures of our partners,
as well as failures to agree to partnering
arrangements with third parties could
adversely affect us.
■ Our efforts aimed at managing and
improving financial or operational
performance, cost savings, competitiveness
and obtaining the targeted synergy benefits
associated with the acquisition of Alcatel
Lucent, may not lead to targeted results,
benefits or improvements.
■ We may be adversely affected by
developments with respect to the customer
financing or extended payment terms that
we provide our customers.
■ The carrying amount of our goodwill may
not be recoverable.
■ Unexpected liabilities with respect to
pension plans, post-retirement health
plans, employee-related healthcare or
insurance matters.
■ Our business model relies on solutions for
distribution of services and software or
data storage, which entail inherent risks
relating to applicable regulatory regimes,
cybersecurity breaches and other
unauthorized access to network data
or other potential security risks that
may adversely affect our business.
■ Our Nokia Technologies business group
aims to generate net sales and profitability
through licensing of the Nokia brand, the
development and sales of products and
services in the areas of virtual reality, digital
media and digital health, as well as other
business ventures including technology
innovation and incubation, which may not
materialize as planned or at all.
■ We are subject to various legislative
frameworks and jurisdictions that regulate
fraud as well as economic and trade
sanctions and policies, and as such,
the extent and outcome of possible
proceedings is difficult to estimate with any
certainty. Our subsidiary Alcatel Lucent has
been, and continues to be, involved in
investigations concerning alleged violations
of anti-corruption laws, and has been, and
could again be, subject to material fines,
penalties and other sanctions as a result
of such investigations.
■ We have operations in a number of
countries and, consequently, risk facing
complex tax issues and 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.
■ We may face problems or disruptions
especially within our Mobile Networks
business groups’ manufacturing, service
creation, delivery, logistics or supply chain.
Additionally, adverse events may have a
profound impact on production sites or
the production sites of our suppliers,
which are geographically concentrated.
■ An unfavorable outcome of litigation,
arbitrations, agreement-related disputes
or product liability-related allegations with
our business could have a material adverse
effect on us.
NOKIA IN 2015
71
Board review Corporate governance
The way we
operate, for our
shareholders
72
NOKIA IN 2015
Contents
Corporate governance statement
Regulatory framework
Main corporate governance
74
74
bodies of Nokia
74
Members of the Board of Directors 76
Members of the Nokia Group
Leadership Team
Risk management, internal
control and internal audit
functions at Nokia
Main procedures relating to
insider administration
Auditor fees and services
Audit Committee pre-approval
policies and procedures
Compensation
Board of Directors
Compensation of the Board
of Directors in 2015
Changes to the composition
of the Board of Directors
as of January 8, 2016
Executive compensation
President and Chief
Executive Officer
91
The Nokia Group Leadership Team 94
Compensation governance
82
86
87
87
87
88
88
88
88
89
practices
Equity compensation
Performance of previous equity
programs
Legacy equity compensation
programs
96
96
99
99
Share ownership of the Board of
Directors, the President and
Chief Executive Officer and the
Nokia Group Leadership Team 100
NOKIA IN 2015
73
Corporate 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 the Finnish Corporate
Governance Code 2015, which
entered into force on January 1,
2016 (the “Finnish Corporate
Governance Code”).
“The Board has also
adopted Corporate
Governance Guidelines
to reflect our
commitment to good
corporate governance.”
Regulatory framework
Our corporate governance practices comply
with Finnish laws and regulations as well as
with our Articles of Association. We also
comply with the Finnish Corporate Governance
Code, available at www.cgfinland.fi, with the
following exception:
In 2015, we complied with the old Finnish
Corporate Governance Code 2010, with the
exception that we were not in full compliance
with recommendation 39, because our
restricted share plans did not include
performance criteria but were time-based
only. The restricted shares vest in three equal
tranches on the first, second and the third
anniversary of the award subject to continued
employment with Nokia. Restricted shares
were to be granted on a highly limited basis
and only in exceptional retention and
recruitment circumstances, primarily in the
United States, to ensure our ability able to
retain and recruit talent vital to the future
success of the company. The restricted share
plan 2016 is designed in a similar manner,
to be used on a limited basis for exceptional
purposes related to retention and
recruitment, primarily in the United States.
We comply with the corporate governance
standards of Nasdaq Helsinki, which are
applicable due to the listing of our shares
on the exchange. Furthermore, as a result of
the listing of our American Depositary Shares
on the New York Stock Exchange (the “NYSE”)
and our registration under the US Securities
Exchange Act of 1934, we must comply with
the US federal securities laws and regulations,
including the Sarbanes-Oxley Act of 2002
as well as the rules of the NYSE, in particular
the corporate governance standards under
Section 303A of the NYSE Listed Company
Manual, which is available at http://
nysemanual.nyse.com/lcm/. We comply with
these standards to the extent such provisions
are applicable to foreign private issuers.
To the extent any non-domestic rules would
require a violation of the laws of Finland,
we are obliged to comply with Finnish law.
There are no significant differences in the
corporate governance practices applied by
Nokia compared to those applied by US
companies under the NYSE corporate
governance standards, with the exception
that Nokia complies with 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
shareholder approval has been granted
through an authorization to the Board, a
maximum of five years earlier. The NYSE
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 corporate
governance standards.
The Board has also adopted corporate
governance guidelines (“Corporate
Governance Guidelines”) to reflect our
commitment to good corporate governance.
Our 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 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 convene by June 30 annually. 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 and 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.
74
NOKIA IN 2015
Corporate governance framework
General Meeting of Shareholders
External
audit
Board of Directors
Audit Committee
Personnel Committee
Corporate Governance and
Nomination Committee
Internal
audit
Group Leadership Team
President and CEO
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 the charters of
the Board’s committees.
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 Board is
elected at least annually at each Annual
General Meeting with a simple majority of the
shareholders’ votes cast at the meeting. The
term of a Board member shall begin at the
closing of the general meeting at which he or
she was elected, or later as resolved by the
general meeting, and expire at the closing
of the following Annual General Meeting.
The Annual General Meeting convenes by
June 30 annually.
The Annual General Meeting held on May 5,
2015 elected the following eight members
to the Board: Vivek Badrinath, Bruce Brown,
Elizabeth Doherty, Simon Jiang, Jouko
Karvinen, Elizabeth Nelson, Risto Siilasmaa
and Kari Stadigh. Further changes to the
composition of the Board took place at
the Extraordinary General Meeting held on
December 2, 2015 due to the transaction
between Nokia and Alcatel Lucent. Elizabeth
Doherty had informed that she would
step down from the Board following the
completion of the initial public exchange offer
for all outstanding Alcatel Lucent securities
and the Extraordinary General Meeting
elected, based on the proposal of the Board’s
Corporate Governance and Nomination
Committee that, following the completion
of the initial public exchange offer for all
outstanding Alcatel Lucent securities, Louis R.
Hughes, Jean C. Monty and Olivier Piou be
elected as new members of the Board. The
changes resolved at the Extraordinary General
Meeting became effective as of January 8,
2016, after which the Board has consisted
of ten members.
Our Board’s leadership structure consists of
a Chair and Vice Chair 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 May 5, 2015, the Board
elected Risto Siilasmaa to continue to serve as
the Chair and Jouko Karvinen as the Vice Chair
of the Board. On January 8, 2016, following
the changes to the Board composition as
resolved by the Extraordinary General Meeting
on December 2, 2016 and the completion
of the initial public exchange offer for all
outstanding Alcatel Lucent securities, the
Board elected Risto Siilasmaa to continue as
the Chair of the Board and Olivier Piou as the
new Vice Chair of the Board. The Chair of the
Board has certain specific duties as stipulated
by Finnish law and our Corporate Governance
Guidelines. The Vice Chair of the Board
assumes the duties of the Chair of the Board
in the event he or she is prevented from
performing his or her duties.
We do not have a policy concerning the
combination or separation of the roles of the
Chair 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 2015, Rajeev Suri
served as the President and CEO, while Risto
Siilasmaa served as the Chair 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
2015, all Board member candidates were
determined to be independent under the
Finnish corporate governance standards
and the rules of the NYSE. Further, the new
members elected at the Extraordinary
General Meeting on December 2, 2015 were
determined to be independent under the
Finnish corporate governance standards
and the rules of the NYSE.
The Board has adopted principles concerning
Board diversity describing (a) our commitment
to promote diverse Board composition and (b)
how diversity is embedded into our processes
and practices when identifying and proposing
new Board candidates as well as re-election
of current Board members.
At Nokia, board diversity consists of a number
of individual elements, including gender,
age, nationality, cultural and educational
backgrounds, skills and experience. For us
diversity is not a static concept, but rather
a relevant mix of required elements for the
Board as a whole that evolves with time based
on, among others, the relevant business
objectives and future needs of Nokia. We treat
board diversity as a means for improvement
and development rather than an end in itself.
Nokia acknowledges and supports the
resolution adopted by the Finnish
Government on February 17, 2015 on
gender equality in the boards of directors of
Finnish large and mid-cap listed companies.
Accordingly, we aim to have representation
of 40 percent of both genders in our Board
of Directors by January 1, 2020 by proposing
a corresponding Board composition for
shareholder approval in the Annual General
Meeting of 2019, at the latest. We will report
annually the objectives relating to both
genders being represented in our Board,
the means to achieve the objectives, and
the progress in achieving the objectives.
NOKIA IN 2015
75
Corporate governance Corporate governance statement continued
Members of the Board of Directors
Set forth below are the
current members and
the biographical details
of the members of the
Board, as elected at the
Annual General Meeting
on May 5, 2015 and at
the Extraordinary
General Meeting on
December 2, 2015.
Chief Executive Officer of
Gemalto N.V. since 2006. Chief
Executive Officer of Axalto N.V.
2004–2006. With Schlumberger
1981–2004, including numerous
management positions in the
areas of technology, marketing
and operations, in France and the
United States.
Member of the Board of Directors
of Gemalto N.V.
Member of the Board of Directors
of Alcatel Lucent SA 2008–2016.
Chair Risto Siilasmaa
b. 1966
Chair of the Nokia Board. Board
member since 2008. Chair since
2012. Chair of the Corporate
Governance and Nomination
Committee.
Master of Science (Eng.), Helsinki
University of Technology, Finland.
President and CEO of F-Secure
Corporation 1988–2006.
Chairman of the Board of
Directors of F-Secure
Corporation. 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). Member
of European Roundtable of
Industrialists. Member of the
Board of Directors of Alcatel
Lucent SA.
Chairman of the Board of
Directors of Elisa Corporation
2008–2012.
Vice Chair Olivier Piou
b. 1958
Chief Executive Officer of
Gemalto N.V. Vice Chair of the
Nokia Board. Board member and
Vice Chair since 2016. Member
of the Personnel Committee
and the Corporate Governance
and Nomination Committee.
Degree in Engineering, École
Centrale de Lyon, France.
Vivek Badrinath
b. 1969
Deputy Chief Executive Officer,
Accor Group. Nokia Board
member since 2014. Member
of the Audit Committee.
École Polytechnique and ENST,
France.
Deputy Chief Executive Officer
of Orange 2013–2014. Head of
Business Services of Orange
2010–2013. Member of Group’s
Executive Committee, Head of
networks and operators division
2009–2010. CTO of mobile
activities of Orange 2004–2009.
CEO of Thomson India in
2000–2004. Various technical
positions with the long-distance
networks division of Orange
Group 1996–2000.
Member of the Board of Directors
of ACCPC India.
Bruce Brown
b. 1958
Nokia Board member since 2012.
Chair of the Personnel
Committee. Member of the
Corporate Governance
and Nomination Committee.
M.B.A. (Marketing and Finance),
Xavier University, the United
States. B.S. (Chemical Engineering),
Polytechnic Institute of New York
University, the United States.
Retired from The Procter &
Gamble Company in 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.
Louis R. Hughes
b. 1949
Nokia Board member since 2016.
Member of the Audit Committee.
Master’s Degree in Business
Administration, Harvard
University, Graduate School
of Business, the United States.
Bachelor of Mechanical
Engineering, General Motors
Institute, now Kettering
University, the United States.
President & Chief Operating
Officer of Lockheed Martin in
2000. Executive Vice President of
General Motors Corporation
1992–2000. President of General
Motors International Operations
1992–1998. President of General
Motors Europe 1992–1994.
Chairman of InZero Systems
(formerly GBS Laboratories) (USA).
Independent director and
member of the Audit Committee
of AkzoNobel. Independent
director and chairman of the
Audit, Finance and Compliance
Committee of ABB. Executive
advisor partner of Wind Point
Partners.
Member of the Board of Directors
of Alcatel Lucent SA 2008–2016.
Simon Jiang
b. 1953
Founder and Chairman of
CyberCity International Limited
(CCI). Nokia Board member since
2015. Member of the Personnel
Committee.
B.A., Beijing Foreign Studies
University, China. M.A., Australian
National University, Australia.
MPhil and PhD (Economics),
University of Cambridge,
the United Kingdom.
Chairman of Vision Century
Corporation Ltd 2002–2008.
Founder of CyberCity Group of
Companies 1997–2002. Deputy
Chief and Fund Manager of United
Nations Joint Staff Pension Fund
1992–1997.
Non-executive director of
China Petroleum Chemical Corp
(Sinopec). Non-executive director
of COSCO International Holdings
Ltd. Trustee of Cambridge China
Development Trust. Director
of China Disabled Persons
Federation. Committee member
of Chinese People’s Political
Consultative Conference. Senior
Fellow of Judge Business School,
Cambridge University. Member
of United Nations Pension Fund
Investments Committee.
Jouko Karvinen
b. 1957
Nokia Board member since 2011.
Chair of the Audit Committee.
Member of the Corporate
Governance and Nomination
Committee.
Master of Science (Eng.), Tampere
University of Technology, Finland.
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.
Vice Chairman of the Board of
Directors and member of the
Audit Committee of Finnair.
Member of the Board of Directors
of Valmet Corporation. Member
of the Foundation Board and
the Supervisory Board of
International Institute for
Management Development.
Member of the International
Advisory Board of Komatsu
Corporation of Japan.
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NOKIA IN 2015
Elizabeth Nelson
b. 1960
Nokia Board member since 2012.
Member of the Audit Committee.
M.B.A. (Finance), the Wharton
School, University of
Pennsylvania, the United States.
B.S. (Foreign Service), Georgetown
University, the United States.
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.
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 and Ancestry.com,
Inc. 2009–2012.
Jean C. Monty
b. 1947
Nokia Board member since 2016.
Member of the Audit Committee.
Bachelor of Arts, Collège
Sainte-Marie de Montréal, Canada.
Master of Arts in Economics,
University of Western Ontario,
Canada. Master of Business
Administration, University of
Chicago, the United States.
Chairman of the Board and Chief
Executive Officer of Bell Canada
Enterprises until 2002. President
and Chief Executive Officer of
Nortel Networks Corporation
beginning in 1993.
Member of the Boards of
Directors of Bombardier and Fiera
Capital Inc.
Member of the Board of Directors
of Alcatel Lucent SA 2008–2016.
Kari Stadigh
b. 1955
Group CEO and President of
Sampo plc. Nokia 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,
Finland. Bachelor of Business
Administration, Swedish School
of Economics and Business
Administration, Helsinki, Finland.
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 Chair 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) and Mandatum
Life Insurance Company Limited.
Member of the Board of Directors
of the Federation of Finnish
Financial Services. Member of the
Board of Directors of Waypoint
Capital Group Holdings Ltd.
Member of the Board of Directors
of Niilo Helanderin Säätiö.
Chairman of the Board of
Directors of Alma Media
Corporation 2005–2011.
The following individuals
served on the Board until the
close of the Annual General
Meeting held on May 5, 2015
Mårten Mickos
b. 1962
Board member 2012–2015.
Dennis F. Strigl
b. 1946
Board member 2014–2015.
Served as a member of the
Personnel Committee until
May 5, 2015.
Risto Siilasmaa
Olivier Piou
Vivek Badrinath
Bruce Brown
Louis R. Hughes
Simon Jiang
Jouko Karvinen
Elizabeth Nelson
Jean C. Monty
Kari Stadigh
NOKIA IN 2015
77
Corporate governance Corporate governance statement continued
Operations 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 have 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 our top management and monitoring legal
compliance and the management of risks
related to our operations. In doing so, the
Board may set annual ranges and/or individual
limits for capital expenditures, investments
and divestitures and financial commitments
that may not 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 integral parts of
Board deliberations and risk related updates
are provided to the Board on a recurring basis.
For a more detailed description of our risk
management policies and processes, refer
to “—Risk management, internal control
and internal audit functions at Nokia—Main
features of risk management systems” below.
The Board has the responsibility for
appointing and discharging the President
and CEO and the other members of the Group
Leadership Team. Since May 2014, Rajeev Suri
has served as the President and CEO. His
rights and responsibilities include those
allotted to the President under Finnish law
and he also chairs the 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 of the Board. The compensation
and employment conditions of the other
members of the 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 Corporate Governance
and Nomination Committee and the
Personnel Committee. These committees
assist the Board in its duties pursuant to
their respective committee charters. The
independent directors of the Board elect
the members and chairs of the Board’s
committees from among the Board’s
independent directors based on the
recommendation of the Corporate
Governance and Nomination Committee
and based on 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 our Corporate Governance
Guidelines, the Board conducts annual
performance evaluations, which also include
evaluations of the Board committees’ work.
In 2015, 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.
78
NOKIA IN 2015
Meetings of the Board of Directors
The Board held 25 meetings excluding committee meetings during 2015, of which approximately 40% were regularly scheduled meetings
held in person, complemented by meetings via video or conference calls or by other means. Additionally, in 2015, the non-executive directors
held meetings regularly without management in connection with Board meetings. Also, the independent directors held one separate meeting
in 2015.
Directors’ attendance at the Board meetings, including committee meetings but excluding meetings among the non-executive directors or
independent directors only, in 2015 is set forth in the table below:
Vivek Badrinath
Bruce Brown
Elizabeth Doherty
Simon Jiang (as of May 5, 2015)
Jouko Karvinen
Mårten Mickos (until May 5, 2015)
Elizabeth Nelson
Risto Siilasmaa
Kari Stadigh
Dennis F. Strigl (until May 5, 2015)
(1) As of May 5, 2015.
Additionally, many of the directors attended
as non-voting observers in meetings of a
committee of which they were not a member.
According to the Board practices, the
non-executive directors meet without
management in connection with each regularly
scheduled meeting. Such sessions are chaired
by the non-executive Chair of the Board. If the
non-executive Chair of the Board is unable
to chair these meetings, the non-executive
Vice Chair of the Board chairs the meeting.
Additionally, 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 2015, except Dennis F. Strigl,
attended Nokia’s Annual General Meeting
held on May 5, 2015. All the directors elected
at the Annual General Meeting 2015, except
for Simon Jiang and Kari Stadigh, attended
the Extraordinary General Meeting held on
December 2, 2015. The Finnish Corporate
Governance Code 2010 recommended that
the Chair 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.
Audit
Committee
meetings
%
100
–
71
–
100
–
85
–
–
–
Corporate
Governance
and Nomination
Committee
meetings
%
–
100
–
–
100
–
–
100(1)
86
–
Personnel
Committee
meetings
%
–
100
–
75
–
–
–
–
86
66
Board meetings
%
100
96
92
93
100
100
88
100
100
80
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 Nasdaq Helsinki and the
NYSE. As of May 5, 2015, the Audit Committee
consisted of the following four members of
the Board: Jouko Karvinen (Chair), Vivek
Badrinath, Elizabeth Doherty and Elizabeth
Nelson. As of January 8, 2016, following the
completion of the initial offer period of the
public exchange offer for all outstanding
Alcatel Lucent securities, the Audit Committee
has consisted of the following five members
of the Board: Jouko Karvinen (Chair), Vivek
Badrinath, Louis R. Hughes, Jean C. Monty
and Elizabeth Nelson.
The Audit Committee is established by the
Board primarily for the purpose of oversight
of the 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 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 our
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 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.
For further information on internal control
over financial reporting, refer to “—Risk
management, internal control and internal
audit functions at Nokia—Description of
internal control procedures in relation to
the financial reporting process” below.
NOKIA IN 2015
79
Corporate governance Corporate governance statement continued
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
prepares the proposal to the shareholders,
upon its evaluation of the qualifications and
independence of the external auditor, of 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 prepares the
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 2015, refer
to the “—Auditor fees and services” below.
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 Chair,
Jouko Karvinen, are “audit committee
financial experts” as defined in the
requirements of Item 16A of the 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 NYSE 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 the
involvement of management.
The Audit Committee held seven meetings
in 2015. The average attendance at the
meetings was 100%. Additionally, any director
who so wishes may attend meetings of the
Audit Committee as a non-voting observer.
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 Nasdaq Helsinki
and the NYSE. As of May 5, 2015, the
Corporate Governance and Nomination
Committee consisted of the following four
members of the Board: Risto Siilasmaa (Chair),
Bruce Brown, Jouko Karvinen and Kari Stadigh.
As of January 8, 2016, following the
completion of the initial offer period of the
public exchange offer for all outstanding
Alcatel Lucent securities, the Corporate
Governance and Nomination Committee
has consisted of the following five members
of the Board: Risto Siilasmaa (Chair),
Bruce Brown, Jouko Karvinen, Olivier Piou
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 general
meetings 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
recruitment 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 firms or
advisers and to review and approve such
firm’s or adviser’s fees and other retention
terms. It is the Committee’s practice to
appoint a recruitment firm to identify
new director candidates.
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NOKIA IN 2015
Nokia Group Leadership Team and the
President and CEO
Nokia has a Group Leadership Team that is
responsible for the operative management of
Nokia. The Chair and members of the Group
Leadership Team are appointed by the Board.
The 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.
(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 2015. The average attendance at the
meetings was 81.5%. Additionally, any director
who so wishes may attend meetings of the
Personnel Committee as a non-voting observer.
The Corporate Governance and Nomination
Committee held seven meetings in 2015.
The average attendance at the meetings
was 96.3%. Additionally, any director who so
wishes may attend meetings of the Corporate
Governance and Nomination 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 Nasdaq Helsinki and the NYSE.
As of May 5, 2015, the Personnel Committee
consisted of the following three members of
the Board: Bruce Brown (Chair), Simon Jiang
and Kari Stadigh. As of January 8, 2016,
following the completion of the initial offer
period of the public exchange offer for all
outstanding Alcatel Lucent securities, the
Personnel Committee has consisted of the
following four members of the Board: Bruce
Brown (Chair), Simon Jiang, Olivier Piou and
Kari Stadigh.
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:
NOKIA IN 2015
81
Corporate governance Corporate governance statement continued
Members of the Nokia
Group Leadership Team
Set forth below are the
current members of the Group
Leadership Team and their
biographical details. Information
about the shares and share-based
rights of the members of the
Group Leadership Team is
disclosed in the Remuneration
Statement, refer to
“—Compensation” below.
During 2015 and thereafter, the
following new appointments were
made to the Group Leadership
Team:
■ Federico Guillén was appointed
the President of Fixed Networks
and member of the Group
Leadership Team as of January
8, 2016;
■ Basil Alwan was appointed
the President of IP/Optical
Networks and member of the
Group Leadership Team as of
January 8, 2016;
■ Bhaskar Gorti was appointed
the President of Applications
& Analytics and member of the
Group Leadership Team as of
January 8, 2016;
■ Hans-Jürgen Bill was appointed
the Chief Human Resources
Officer and member of the
Group Leadership Team as
of January 8, 2016;
■ Marc Rouanne was appointed
the Chief Innovation &
Operating Officer and member
of the Group Leadership Team
as of January 8, 2016; and
■ Kathrin Buvac was appointed
the Chief Strategy Officer
and member of the Group
Leadership Team as of
January 8, 2016;
■ Maria Varsellona was appointed
the Chief Legal Officer and
member of the Group
Leadership Team as of January
8, 2016.
■ Ashish Chowdhary was
appointed the Chief Customer
Operations Officer and
member of the Group
Leadership Team as of January
8, 2016;
■ Barry French was appointed
the Chief Marketing Officer
and member of the Group
Leadership Team as of January
8, 2016;
Further, during 2015 the following
Group Leadership Team member
resigned:
■ Sean Fernback, formerly
President, HERE stepped down
from the Group Leadership
Team as of December 5, 2015.
82
NOKIA IN 2015
Rajeev Suri
Basil Alwan
Hans-Jürgen Bill
Kathrin Buvac
Ashish Chowdhary
Rajeev Suri
b. 1967
President and Chief Executive
Officer of Nokia Corporation.
Chair and member of the Nokia
Group Leadership Team since
2014. Joined Nokia 1995.
Bachelor of Engineering
(Electronics and
Communications), Manipal
Institute of Technology,
Karnataka, India.
CEO, Nokia Solutions and
Networks 2009–2014. Head of
Services, Nokia Siemens Networks
2007–2009. Head of Asia Pacific,
Nokia Siemens Networks April
2007. Senior Vice President,
Nokia Networks Asia Pacific
2005–2007. Vice President,
Hutchison Customer Business
Team, Nokia Networks
2004–2005. 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.
Member of the Board of Directors
of Alcatel Lucent SA.
Basil Alwan
b. 1962
President of IP/Optical Networks.
Group Leadership Team member
since 2016. Joined Nokia 2016.
Bachelor in Computer
Engineering, University of Illinois
at Urbana-Champaign, the
United States.
Previously President of IP Routing
and Transport, Alcatel Lucent
2012–2016. President of IP
Division, Alcatel Lucent
2003–2012. Founder, President
and CEO, TiMetra Networks
2000–2003. Vice President and
General Manager, Bay Networks
(acquired by Nortel) Enterprise
Products Division (EPD)
1997–2000. Vice President
of Product Management
and Marketing, Rapid City
Communications 1996–1997.
Hans-Jürgen Bill
b. 1960
Chief Human Resources Officer.
Group Leadership Team member
since 2016. Joined Nokia Siemens
Networks 2007.
Diploma in Telecommunications
from the University of Deutsche
Bundespost, Dieburg/Darmstadt,
Germany. Diploma in Economics
from the University of Applied
Sciences, Pforzheim, Germany.
Executive Vice President, Human
Resources, Nokia Corporation
2014–2016. Head of Human
Resources, NSN 2009–2014.
Head of West South Europe
region, NSN 2007–2009. Head of
Asia Pacific for Mobile Networks,
Siemens 2003–2007. Head of
Operations for Mobile Networks,
Siemens 2001–2003. Head of
Region Central-East and North
Europe for Mobile Networks,
Siemens 1998–2001. Head of
Mobile Networks in Indonesia,
Siemens 1994–1998. Various
management positions, Siemens
1983–1994.
Kathrin Buvac
b. 1980
Chief Strategy Officer. Group
Leadership Team member since
2016. Joined Nokia Siemens
Networks 2007.
Degree in Business Information
Systems from University of
Cooperative Education, Germany.
Bachelor Degree in Business
Administration from Open
University, London, the United
Kingdom.
Vice President, Corporate
Strategy, Nokia Networks
2014–2016. Chief of staff to
the CEO, Nokia Solutions and
Networks 2011–2013. Head
of Strategic Projects, Business
Solutions, Nokia Siemens
Networks 2009–2011. General
Manager, Integration Programme,
Nokia Siemens Networks
2007–2009. General Manager,
Corporate Audit, Siemens
Holding S.p.A. 2006–2007.
Head of Controlling International
Businesses, Siemens
Communications 2003–2006.
Head of Performance Controlling
USA, Siemens Communications
2002–2003. Business Process
Manager Global IT Strategy,
Siemens Communications
2001–2002. Business Analyst,
EADS Aerospace and Defence
1999–2000.
Ashish Chowdhary
b. 1965
Chief Customer Operations
Officer. Group Leadership Team
member since 2016. Joined
Nokia 2003.
MBA, Wharton School, University
of Pennsylvania, Philadelphia,
the United States. MS Computer
Science, Emory University,
Atlanta, the United States.
BA Mathematics from University
of Delhi, India.
Executive Vice President and
Chief Business Officer at Nokia
Networks 2015–2016. Head of
Customer Operations Asia,
Middle East & Africa (AMEA), Nokia
Networks 2011–2015. Head of
Global Services, Nokia Siemens
Networks 2009–2010. Head of
Managed Services, Nokia Siemens
Networks 2007–2009. Country
Head India, Nokia Networks
2003–2007. Vice President for
Enterprise Business, Hughes
Communications Ltd 2000–2003
and 1994–1998. Software and
Project Engineer, Hughes Network
Systems 1989–1993. Teaching
Assistant, Computer Science,
Emory University 1987–1989.
NOKIA IN 2015
83
Corporate governance Corporate governance statement continued
Samih Elhage
b. 1961
President of Mobile Networks.
Group Leadership Team member
since 2014. Joined Nokia Siemens
Networks 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 and Operating
Officer, Nokia Networks
2013–2016. Chief Operating
Officer, NSN 2012–2013. Senior
Advisor, leading private equity
and global management
consulting firms 2011–2012.
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.
Member of the Board of
Directors of Alcatel Lucent SA.
Vice Chairman of the Board
of Directors of Alcatel Lucent
Shanghai Bell. Member of the
Board of Directors of Quickplay
Media Inc.
Barry French
b. 1963
Chief Marketing Officer. Group
Leadership Team member
since 2016. Joined Nokia 2006.
Federico Guillén
b. 1963
President of Fixed Networks.
Group Leadership Team member
since 2016. Joined Nokia 2016.
Samih Elhage
Master’s Degree in International
Affairs from Columbia University’s
School of International and
Public Affairs, New York, the
United States.
Chief Marketing Officer and
Executive Vice President,
Marketing and Corporate Affairs,
Nokia 2014–2016. Head of
Marketing and Corporate Affairs,
Nokia Siemens Networks
2010–2014. Head of
Communications, Nokia
Siemens Networks 2006–2010.
Vice President, Corporate
Communications, United Airlines
2004–2006. Director, Corporate
Communications, Dell
2000–2004. Additional roles
included communications,
government relations and
management positions,
Engineering Animation, Raytheon,
KRC Research and the Sawyer/
Miller Group.
Bhaskar Gorti
b. 1966
President of Applications &
Analytics. Group Leadership
Team member since 2016.
Joined Nokia 2016.
Master’s degree in Electrical
Engineering from Virginia
Polytechnic Institute and State
University, Blacksburg, the United
States. Bachelor’s degree in
Technology and Electrical
Engineering from National
Institute of Technology,
Warangal, India.
Previously President of IP
Platforms, Alcatel Lucent
2015–2016. Senior Vice President
and General Manager,
Communications Global Business
Unit, Oracle 2006–2015. Senior
Vice President, Portal Software
2002–2006.
Degree in Telecommunications
Engineering, ETSIT at Universidad
Politécnica de Madrid, Spain.
Master’s degree in Switching &
Communication Architectures,
ETSIT at Universidad Politécnica
de Madrid, Spain. Master’s Degree
in International Management,
ESC Lyon and Alcatel, France.
President of Fixed Networks,
Alcatel Lucent 2013–2016.
President and CEO of Alcatel
Lucent Spain & Global Account
Manager Telefonica, Alcatel Lucent
2009–2013. Vice President Sales
of Vertical Market Sales in Western
Europe, Alcatel Lucent 2009. Head
of Regional Support Centre within
Alcatel Lucent’s Fixed Access
Division for South Europe, MEA,
India and CALA 2007–2009. CEO,
Alcatel Mexico & Global Account
Manager, Telmex 2003–2007.
Various R&D, Portfolio and Sales
Management Positions, Telettra
and then Alcatel in Spain, Belgium
and U.S. 1989–2003.
Ramzi Haidamus
b. 1964
President of Nokia Technologies.
Group Leadership Team member
since 2014. Joined Nokia in 2014.
Master of Science (electrical
engineering), University of the
Pacific, California, the United
States.
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. Director, Business
Development, Dolby Laboratories,
Inc. 2002–2006. Technology
Business Strategist, Dolby
Laboratories, Inc. 2000. Manager,
Digital Technologies Licensing,
Dolby Laboratories, Inc. 1997.
Senior Licensing Engineer, Digital
Technologies, Dolby Laboratories,
Inc. 1996. Design Engineer,
Stanford Research Systems, 1989.
Barry French
Bhaskar Gorti
Federico Guillén
Ramzi Haidamus
84
NOKIA IN 2015
Timo Ihamuotila
Marc Rouanne
Maria Varsellona
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
our website at company.nokia.
com/en/about-us/
corporate-governance.
Furthermore, we have a Code
of Conduct which is equally
applicable to all our employees,
directors and management and,
in addition, we have a Code of
Ethics applicable to the President
and CEO, Chief Financial Officer
and Corporate Controller. These
documents and the charters
of the Audit Committee, the
Corporate Governance and
Nomination Committee and
the Personnel Committee are
available on our website at
company.nokia.com/en/
about-us/corporate-governance.
Timo Ihamuotila
b. 1966
Chief Financial Officer. Group
Leadership Team member since
2007. With Nokia 1993–1996,
re-joined in 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 and
chairman of the Audit Committee
of Uponor Corporation. Member
of the Board of Directors of
Alcatel Lucent SA.
Marc Rouanne
b. 1963
Chief Innovation & Operating
Officer. Group Leadership Team
member since 2016. Joined Nokia
Siemens Networks 2008.
Ph.D. in Information Theory from
University of Notre Dame, Indiana,
the United States. Engineering
degree in Signal Processing from
Supélec, France. Degree in
Computer Science from
Université d’Orsay, France.
Executive Vice President, Mobile
Broadband, Nokia Networks
2011–2016. Head of Network
Systems, Nokia Siemens Networks
2010–2011. Head of Radio
Access, Nokia Siemens Networks
2008–2009. Executive Vice
President of Alcatel, President
of Convergence Business Group,
Alcatel Lucent 2006–2008. Chief
Operating Officer, then President
Wireless Business Group, then
Executive Vice President, Alcatel
2003–2006. VP positions, then
Chief Operating Officer, then
President Wireless Business
Division, Alcatel 1997–2003.
R&D and Engineering Director
positions, Matra and Nortel Matra
Cellular 1988–1997.
Maria Varsellona
b. 1970
Chief Legal Officer. Group
Leadership Team member since
2016. Joined Nokia Siemens
Networks (NSN) 2013.
Law Degree from University of
Palermo (Juris Doctor), Italy.
Executive Vice President and
Chief Legal Officer, Nokia
2014–2016. General Counsel,
NSN 2013–2014. Tetra Pak Group
General Counsel, Tetra Laval
Group 2011–2013. Sidel Group
General Counsel, Tetra Laval
Group 2009–2011. Senior
Counsel Commercial Operations
and Global Services, GE Oil & Gas
2006–2009. Senior Counsel
Europe, Hertz Europe
2005–2006. Senior Counsel
Global Services, GE Oil & Gas
2001–2005. Lawyer, Pini
Birmingham & Partners
1998–2001. Lawyer, Greco Law
Firm 1994–1998.
Member of the Board of Directors
of Alcatel Lucent SA.
NOKIA IN 2015
85
Corporate governance Corporate governance statement continued
Risk management, internal control and internal
audit functions at Nokia
Main features of risk management systems
We have a systematic and structured approach to risk management
across business operations and processes. Key risks and opportunities
are primarily 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. Our overall risk management
concept is based on managing the key risks that would prevent us from
meeting our 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, 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, given 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 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.
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.
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. Additionally, certain significant risks are
selected as priority risks that are monitored by the Board regularly. We
have an Enterprise Risk Management (“ERM”) function within the CFO
organization. ERM regularly reviews risk evaluations with the internal
controls function, and the internal controls function utilized the ERM
analysis in planning its priority areas.
Description of internal control procedures in relation to the financial
reporting process
The management is responsible for establishing and maintaining
adequate internal control over financial reporting for Nokia. Our
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 framework (the “COSO framework”, 2013)
and the Control Objectives for Information and related technology of
internal controls. In 2015, the assessment was performed based on a
top-down risk assessment of our financial statements covering
significant accounts, processes and locations, corporate level controls
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 our operational mode and governance
principles are separately documented as corporate level controls;
■ the significant processes, including eight financial cycles and
underlying IT cycle, identified by us to address control activities
implementing the top down risk based approach. These cycles
include revenue cycle, inventory cycle, purchase cycle, treasury
cycle, human resources cycle, accounting and reporting 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;
■ 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 our document retention
practices and local statutory requirements; and
■ the information systems’ general controls to ensure that sufficient
IT general controls, including change management, system
development and computer operations, as well as access and
authorizations, are in place.
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 our
internal control over financial reporting, at December 31, 2015, and
concluded that such internal control over financial reporting is effective.
Description of the organization of the internal audit function
We also have an internal audit function that acts as an independent
appraisal function by examining and evaluating the adequacy and
effectiveness of our system of internal control. Internal audit resides
within the 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. All authority of the internal audit function is derived
from the Board of Directors. Internal audit aligns to the business
regionally and by business and function.
Annually, an internal audit plan is developed with input from the
management, key business risks, and external factors. This plan is
approved by the Audit Committee of the Board. Audits are completed
across the business focused on country level, customer level, IT system
implementation, operations activities or at a Group function level.
The results of each audit are reported to the management identifying
issues, financial impact, if any, and the correcting actions to be completed.
Quarterly, internal audit communicated the progress of the internal
audit plan completion including the results of the closed audits.
Internal audit also works closely with our Ethics and Compliance office
to review any financial concerns brought to light from various channels.
In 2015, the internal audit plan was completed and all results of these
reviews were reported to the management and to the Audit
Committee of the Board.
86
NOKIA IN 2015
Audit Committee pre-approval policies
and procedures
The Audit Committee of the Board 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 services performed by the
external auditors of Nokia Group (including the principal auditor as
well as any other auditor of a Nokia Group Company) and permissible
non-audit services performed by the principal external auditor of
the Nokia Group (the “Pre-approval Policy”).
Under the Pre-approval Policy, proposed services either: (i) may be
pre-approved by the Audit Committee in accordance with certain
service categories described in appendices to the Pre-approval 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 Pre-approval 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 Pre-approval 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 Pre-approval 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 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.
Main procedures relating to insider administration
Our insider administration is organized according to the applicable
European Union and Finnish laws and regulations as well as the Nokia
Insider Policy which sets out Group-wide rules and practices. The policy
is applicable to all Nokia insiders as well as to all Nokia Group employees.
Our insider administration’s responsibilities include internal
communications related to insider matters and arrangement of related
trainings; organizing and maintaining our insider registers; and
overseeing the compliance with the insider rules.
Auditor fees and services
PricewaterhouseCoopers Oy has served as Nokia’s auditor for each of
the fiscal years in the three-year period ended December 31, 2015.
The auditor is elected annually by Nokia shareholders at the Annual
General Meeting for the fiscal year in question. The Audit Committee
of the Board prepares the 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)
All other fees(4)
Total
2015
13.5
3.1
1.2
0.6
18.4
2014
14.8
0.6
0.8
2.9
19.1
(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.
NOKIA IN 2015
87
Corporate governance Compensation
Board of Directors
The table below outlines the annual compensation payable to the
members of the Board for their services on the Board and its
committees, as resolved at the respective Annual General Meetings
in 2015, 2014, and 2013.
EUR
Chair
Vice Chair
Member
Chair of Audit Committee
Member of Audit
Committee
Chair of Personnel
Committee
Total(1)
2015
440 000
150 000
130 000
25 000
2014
440 000
150 000
130 000
25 000
2013
440 000
150 000
130 000
25 000
10 000
10 000
10 000
25 000
25 000
25 000
1 450 000
1 580 000
1 570 000
(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 our policy, directors’ remuneration consists of an
annual fee only with no additional fees paid for meeting attendance.
Approximately 40% of the director 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 remainder of
the remuneration, approximately 60%, is paid in cash, most of which
is typically used to cover related taxes. Additionally, directors shall
retain until the end of their directorship, the net after-tax number
of shares that they have received as remuneration for their duties
as members of the Board during their first three years of service.
Non-executive directors do not participate in any of our equity
programs and do not receive performance shares, restricted shares
or any other equity based or variable compensation for their duties
as Board members.
The compensation payable to the Board is resolved annually by
the shareholders of Nokia represented at the general meeting. The
compensation is resolved by a majority vote of the shareholders
represented at the 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 general
meeting, until the close of the next annual general meeting.
When preparing the proposal for Board compensation for the general
meeting, the Corporate Governance and Nomination Committee
reviews and compares total compensation levels and their criteria
to other global peer group companies that have corresponding net
sales and complexity of business as that of Nokia. The Corporate
Governance and Nomination Committee’s aim is to ensure that
Nokia has an efficient Board consisting of international professionals
representing a diverse mix of skills and experience. Competitive
Board remuneration contributes to the achievement of this target.
Compensation of the Board of Directors in 2015
In 2015, the aggregate amount of compensation paid to the members
of the Board for their services on the Board and its committees
equaled EUR 1 450 000.
The following table outlines the total annual compensation paid to
the members of the Board for their services in 2015, as resolved by
shareholders at the Annual General Meeting on May 5, 2015. For more
details on Nokia shares held by the members of the Board, refer to
“—Share ownership of the Board of Directors , the President and
Chief Executive Officer and the Nokia Group Leadership Team” below.
Compensation earned or paid in 2015(1):
Risto Siilasmaa, Chair
Jouko Karvinen, Vice Chair(2)
Vivek Badrinath(3)
Bruce Brown(4)
Elizabeth Doherty(5)
Simon Jiang
Mårten Mickos (Board member until May 5, 2015)(6)
Elizabeth Nelson(7)
Kari Stadigh
Dennis Strigl (Board member until May 5, 2015)(6)
Total
EUR
440 000
175 000
140 000
155 000
140 000
130 000
–
140 000
130 000
–
1 450 000
(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.
(2) Represents compensation paid to Jouko Karvinen, consisting of EUR 150 000 for services as
Vice Chair of the Board until January 8, 2016 and EUR 25 000 for services as the Chair of the
Audit Committee.
(3) Represents compensation paid to Vivek Badrinath, consisting of EUR 130 000 for services as
a member of the Board and EUR 10 000 for services as a member of the Audit Committee.
(4) Represents compensation paid to Bruce Brown, consisting of EUR 130 000 for services as a
member of the Board and EUR 25 000 for services as the Chair of the Personnel Committee.
(5) Represents compensation paid to Elizabeth Doherty, consisting of EUR 130 000 for services
as a member of the Board and EUR 10 000 for services as a member of the Audit Committee,
both until January 8, 2016.
(6) Mårten Mickos and Dennis Strigl served as members of the Board until the close of the Annual
General Meeting in 2015. Neither of them was paid any compensation during fiscal year 2015,
but received compensation for the term until the close of the Annual General Meeting in 2015
in the fiscal year 2014.
(7) Represents compensation paid to Elizabeth Nelson, consisting of EUR 130 000 for services as
a member of the Board and EUR 10 000 for services as a member of the Audit Committee.
Changes to the composition of the Board of
Directors as of January 8, 2016
On January 8, 2016, we confirmed the new composition of the Board
following the successful public exchange offer for all outstanding
Alcatel Lucent securities. In accordance with the resolutions passed
at the Extraordinary General Meeting on December 2, 2015, and
following the successful public exchange offer for all Alcatel Lucent
securities, our Board consists of ten members. The new members
of the Board are Louis R. Hughes, Jean C. Monty and Olivier Piou.
Elizabeth Doherty, who was a member of the Board until the successful
closing of the exchange offer for all Alcatel Lucent securities, stepped
down from the Board.
88
NOKIA IN 2015
Additionally, the Extraordinary General Meeting resolved that the new
members of the Board elected at the meeting will receive the same
annual remuneration as is paid to the members of the Board elected
at the Annual General Meeting on May 5, 2015, prorated by the new
Board members’ time in service until the closing of the Annual General
Meeting in 2016.
For more details on the composition of the Board, refer to
“Corporate Governance Statement—Main corporate governance
bodies of Nokia” above. The new members of the Board were not
paid any compensation during the fiscal year 2015. The following
table outlines the total annual compensation paid to the new
members of the Board for their services in 2016, as resolved by
shareholders of Nokia at the Extraordinary General Meeting on
December 2, 2015.
Olivier Piou, Vice Chair as of January 8, 2016(2)
Louis Hughes, Board member as of January 8, 2016(3)
Jean Monty, Board member as of January 8, 2016(4)
(EUR)(1)
70 082
65 410
65 410
(1) The new Board members have received the same annual remuneration as was paid to the
members of the Board elected at the Annual General Meeting on May 5, 2015, prorated by the
new Board members’ time in service until the closing of the Annual General Meeting in 2016.
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.
(2) Represents compensation paid to Olivier Piou, consisting of EUR 70 082 for services as the
Vice Chair of the Board.
(3) Represents compensation paid to Louis Hughes, consisting of EUR 60 738 for services as
a member of the Board and EUR 4 672 for services as a member of the Audit Committee.
(4) Represents compensation paid to Jean Monty, consisting of EUR 60 738 for services as
a member of the Board and EUR 4 672 for services as a member of the Audit Committee.
Executive compensation
Introduction
The year 2015 was the first full year following the Sale of the
D&S Business and the integration of the Nokia Networks business.
With a stable leadership team in place and certain changes in the
compensation structure introduced in 2014, 2015 was about
executing change in the business, preparing for the acquisition
of Alcatel Lucent and the Sale of the HERE Business.
Our focus for executive compensation is to:
■ Attract and retain the right talent;
■ Drive performance; and
■ Align with shareholder interests.
We have undergone significant structural changes over the past three
years and continue to do so following our acquisition of Alcatel Lucent.
Additionally, the corporate reporting environment is expected to
evolve further e.g., as a result of the pending shareholder rights
directive in Europe, which would further change disclosure
requirements. To simplify reporting, we have decided to report
information related to executive compensation in accordance
with Finnish regulatory requirements (and in compliance with SEC
requirements) and to provide disclosure of compensation of our
President and CEO and aggregated information for our Group
Leadership Team, as well as to provide a clear explanation of our
policies and practices that relate to the President and CEO and to
our executives and employees more broadly.
Variable compensation plans have paid out in a manner consistent
with the 2015 business results. Short-term incentive plans paid out
above target for 2015 in line with the performance on all three key
metrics we use as a basis for calculating variable compensation—
non-IFRS revenue, non-IFRS operating profit and net cash flow.
Our long-term incentive plan performance condition achievement is
also tied to our business results. In recent years, our performance
shares have not paid out as the required business performance was
not met. It is satisfying to see that the 2013 performance share plan
that vested on January 1, 2016 has delivered value to participants as
they have participated in delivering value to shareholders. The 2013
performance share plan vested at 86.25% of target during which time
we saw an increase in diluted EPS for Continuing operations from
a negative EUR (0.16) for the fiscal year 2012 to positive EUR 0.67
per share for the fiscal year 2014 and the share price increase from
EUR 3.49 before the plan was approved to EUR 6.60 at December 31,
2015. The 2014 performance share plan will vest on January 1, 2017
and is expected to vest at 125.72% of the target award.
Compensation philosophy, design and strategy
Our compensation programs are designed to attract, incentivize and
retain the talent necessary to deliver strong financial results to the
ultimate benefit of our shareholders. Rewards are tied to our 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 shareholder interests.
A single compensation framework is used across the Nokia Group
with a varying mix of fixed and variable compensation for each level
of responsibility. Higher levels of performance-based compensation
and equity compensation are used to reward executives for delivering
long-term sustainable growth and creating value for our shareholders.
We aim to provide a globally competitive compensation offering,
which is comparable to that of our peer group companies, taking into
account industry, geography, size and complexity. The peer group
is reviewed annually and external advice is sought to confirm
the appropriateness of the peer group and also the quantum and
the relative mix of compensation packages.
In designing our variable compensation programs key consideration
is given to:
■ incorporating specific performance measures that align directly
with the execution of our strategy and driving long-term
sustainable success;
■ delivering an appropriate amount of performance-related variable
compensation for the achievement of strategic goals and financial
targets in both the short- and long-term;
■ appropriately balancing rewards between company and individual
performance; and
■ fostering an ownership culture that promotes sustainability and
long-term value creation that aligns the interests of participants
with those of our shareholders.
NOKIA IN 2015
89
Corporate governance Compensation continued
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 Group Leadership Team including the President and CEO 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 comparability considerations. Base salaries are
reviewed annually taking into account market conditions, our financial
condition and individual performance.
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.
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 provided by our peer group.
Performance shares:
The equity-based portion of compensation that is tied to our long-term
success and delivered primarily through performance shares.
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.
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:
Restricted shares are used on a limited basis or in exceptional retention
and recruitment circumstances, predominantly in the United States,
as is consistent with market practice. 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.
Executives are provided the same benefits as are made available to
employees more broadly in the relevant country, with additional security
provisions, as appropriate. Executives may also be provided with certain
other benefits from time to time, which are not material in 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 rather 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, 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. For further information refer to “—Termination provisions
for the President and Chief Executive Officer” and “—Nokia Group
Leadership Team members”.
Benefits &
perquisites
Relocation &
mobility
Retirement
plans
Change of
control
arrangements
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 Group to
ensure the appropriate talent is available to
execute our strategy at 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.
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NOKIA IN 2015
President and Chief Executive Officer
Overview
The compensation structure for the President and CEO is
determined in line with our philosophy of pay for performance,
such that 80% of the target compensation is delivered based on
performance. The charts opposite show the potential value of each
element and the overall mix of compensation. Of the variable
compensation, 31.25% comprises short-term incentives, earned
during the year for delivery of annual targets and 68.75% is earned
over a three-year period for delivery of sustainable growth in
terms of revenue and EPS, thus ensuring alignment of the interests
of the President and CEO with those of shareholders through
long-term incentives.
The President and CEO is also required to hold a minimum of three
times his base salary in Nokia shares in order to ensure alignment
with shareholders over the long term. He has five years from his
appointment as the President and CEO to meet this requirement
and Mr. Suri is expected to do so before the fifth year through the
vesting of long-term incentive awards. To further ensure alignment
with our pay for performance philosophy in the event that there is
any material restatement of financial results both short-term and
long-term variable compensation is subject to a clawback policy.
Overall compensation for 2015 was set in relation to the market
as opposite:
For 2016, the Board has approved the increase of Mr. Suri‘s salary
by 5%, thus increasing his base salary to EUR 1 050 000 annually
(from EUR 1 000 000 in 2015) reflecting a combination of Mr. Suri’s
performance and the enlarged role he takes on in 2016 following
the acquisition of Alcatel Lucent. The on target incentive will remain
at 125% of base salary and will increase to EUR 1 312 500 effective
January 8, 2016. Mr. Suri will receive an award of performance shares
in 2016 with a present value of EUR 3 025 000; the ultimate value will
be determined by Nokia’s performance against targets and the share
price in the next three years.
Variable pay
The Board believes that the most appropriate metrics for driving
sustainable business performance at Nokia are:
■ non-IFRS revenue;
■ non-IFRS operating profit; and
■ net cash flow.
The variable compensation plans focus on these measures with an
element on a personal strategic objective to support the strategic
development of Nokia, which is not necessarily measurable in financial
terms in the short term.
A summary of the weighting of incentive based on each
metric is shown opposite:
2015 Pay opportunity
10.00
9.00
8.00
7.00
6.00
5.00
4.00
3.00
2.00
1.00
0.00
€m
Min
Target
Max
Long-term incentive
Short-term incentive
Salary
2015 Pay mix
4
1
3
2
1 Base salary
20.00%
2 Short-term incentive
25.00%
3 Long-term incentive variable
41.25%
4 Long-term incentive minimum payout 13.75%
Incentive opportunity by metric (%)
40
35
30
25
20
15
10
5
0
% total
variable
pay
Non-IFRS
revenue
EPS
Non-IFRS
operating
profit
Net cash
flow
Personal
strategic
objective
NOKIA IN 2015
91
Long-term incentive
Short-term incentive
Corporate governance
Compensation continued
To ensure alignment with shareholders’ interests and the culture
of developing long-term sustainable success, we have two policies
in place which apply to variable compensation:
Clawback policy: In the event that there is any error or misstatement
of financial results which, had it been known at the time of the
determination of the incentive, would have resulted in a lower
payment, the Board has an option to claw back any excessive payment
within three years from such event. In a bad faith event, the Board
has discretion to claw back remuneration from previous years, if it is
deemed appropriate.
Share ownership policy: To align the interests of the President and
CEO and the Group Leadership Team with shareholders’ interests,
we have a shareholding policy requiring that a minimum number of
shares must be held by the executive. For the President and CEO,
the requirement is to hold shares to a value equaling three times
his base salary. For the current Group Leadership Team members,
the requirement is to hold shares to a value equaling two times the
member’s base salary. The share ownership policy, which is effective
from January 1, 2015, requires these executives to amass the
requisite shareholding within five years of becoming subject to
the policy. They 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.
Short-term incentives
The 2015 short-term incentive for the President and CEO is
determined by the achievement against key financial targets and other
strategic objectives, as defined below. Performance against these
defined targets are then multiplied by a business results multiplier,
which acts as a funding factor for the incentive plan for most
employees, to determine the final payment.
% of base salary
Minimum
performance
Target
performance
Maximum
performance
Measurement criteria
0%
125%
281.25%
80% of the incentive is based on performance against the Nokia scorecard:
■ Non-IFRS revenue (⅓);
■ Non-IFRS operating profit (⅓); and
■ Net cash flow (⅓).
The final 20% of the incentive is based on the achievement of personal strategic objectives given to
the President and CEO by the Board.
2015 Short-term incentive
Nokia Scorecard (80%)
⅓ Nokia non-IFRS revenue
⅓ Nokia non-IFRS operating profit
⅓ Net Nokia cash flow
Personal strategic objectives (20%)
Business Results Multiplier
(Nokia non-IFRS operating profit)
Annual incentive
The 2015 short-term incentive for Mr. Suri will be paid at 153.77% of the target incentive amount, which reflects the performance of Nokia
across the metrics used in the plan, including Nokia’s continued progress and transformation, as reflected in his personal strategic objectives.
Mr. Suri’s short-term incentive in 2014 was at a similar achievement level, albeit with a lower target incentive for the period between January and
April 2014 before he became President and CEO.
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NOKIA IN 2015
Long-term incentives
Long-term incentive awards are determined by reference to the
market and as a percentage of salary. The President and CEO
participates in the same long-term incentive arrangements as other
Nokia executives and senior managers. Additionally, Mr. Suri also
participates in the Nokia Networks equity incentive plan (“Nokia
Networks EIP”), which was set up in 2012 by the board of directors of
Nokia Siemens Networks, prior to the acquisition by Nokia of the
remaining 50% of the business and our full ownership of the Networks
business, to incentivize its turnaround. The targets of the plan were
set at a demanding level and payments from the plan represent the
outstanding achievement of the Networks team. In 2015, 30% of
the options awarded to Mr. Suri vested and were exercisable in cash
under the plan rules. Mr. Suri exercised these options and realized a
gain of EUR 3.24 million. The remaining 70% of the options will vest in
June 2016 and Mr. Suri will have until 2018 to exercise these options.
Under the plan rules, any exercise of these options will be in cash. The
maximum payment under these remaining options is EUR 7.56 million,
unless certain defined corporate events take place.
Pension arrangements for the President and Chief Executive Officer
The President and CEO participates 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.
Termination provisions for the President and Chief Executive Officer
Mr. Suri’s service agreement specifies the different ways the agreement
can be terminated and associated compensation as follows:
■ 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 would be forfeited;
■ 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 would be forfeited;
■ Termination by Mr. Suri for any reason: Mr. Suri may terminate his
service agreement at any time with six months’ prior notice. Mr. Suri
would continue to receive either salary and benefits during the
notice period or, at Nokia’s discretion, a lump sum of equivalent
value. Additionally, Mr. Suri would be entitled to any short- or
long-term incentives that would normally vest during the notice
period. Any unvested equity awards would be forfeited;
■ Termination by Mr. Suri for Nokia’s material breach of the
service agreement: In the event that Mr. Suri terminates his
service agreement based on a final arbitration award demonstrating
Nokia’s material breach of the service agreement, he is entitled to a
severance payment equaling to up to 18 months of compensation
(including annual base salary, benefits and target incentive).
Any unvested equity awards would be forfeited; or
■ Termination based on specified events: Mr. Suri’s service
agreement 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 agreement, 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 would 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 EIP, restricted shares, performance shares
and stock options (if any), payable pursuant to the terms of the
service agreement. “Good reason” referred to above includes a
material reduction of Mr. Suri’s compensation and a material
reduction of his duties and responsibilities, as defined in the
service agreement and as determined by the Board.
Additionally, the service agreement 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 agreement, 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 EIP,
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 EIP, all of Mr. Suri’s other unvested
equity would be forfeited.
Mr. Suri is subject to a 12-month non-competition obligation that
applies after the termination of the service agreement or the date
when he is released from his obligations and responsibilities,
whichever occurs earlier.
NOKIA IN 2015
93
Corporate governance Compensation continued
Compensation of the President and Chief Executive Officer in 2015
and 2014
EUR
Salary
Short-term variable compensation(1)
Stock awards(2)
Payments to defined contribution
retirement plans(3)
All other compensation(4)
Total(5)
2015
1 000 000
1 922 125
2 843 711
2014
932 666
1 778 105
3 759 936
491 641
145 658
6 403 135
686 206
168 645
7 325 558
(1) 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.
(2) Amounts shown represent the total grant date fair value of equity grants awarded for the
respective fiscal year. The fair value of performance 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 2015 stock awards with performance shares
valued at maximum is (four times the number of shares at threshold) EUR 5 687 422.
(3) Pension arrangements in Finland are characterized as defined contribution pension
arrangements under IAS 19, Employee benefits. Mr. Suri is a participant in the Finnish state
mandated TyEL pension arrangements.
(4) All other compensation for Mr. Suri in 2015 includes: housing of EUR 47 950 (2014: EUR 63 708);
EUR 48 510 for travel assistance (2014: EUR 31 576); EUR 0 for tuition of minor children
(2014: EUR 34 055); tax services EUR 17 834 (2014: EUR 17 038) and EUR 31 363 for premiums
paid under supplemental medical and disability insurance and for mobile phone and driver
(2014: EUR 22 268).
(5) A significant portion of equity grants are tied to the performance of the company and aligned
with the value delivered to shareholders. The amounts shown are representative of the value of
the award at grant but are not representative of the amount that will ultimately be received when
the plan vests. The ultimate value of the award will be known when the awards vest.
Equity awards to the President and Chief Executive Officer, grant
date April 22, 2015:
Performance shares at threshold number
Performance shares at maximum number
Grant date fair value EUR(1)
198 500
794 000
2 843 711
(1) The fair value of performance shares equals the estimated fair value of the grant date. The
estimated value is based on the grant date market price of Nokia shares 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.
The Nokia Group Leadership Team
Remuneration of the Nokia Group Leadership Team members
The remuneration of other members of the Group Leadership Team
consists of base salary, fringe benefits, short-term and long-term
incentives. The other members of the Group Leadership Team
participate in the same reward programs, including short-term
incentive and long-term incentive programs and under the same
terms as other eligible employees, although, the quantum and mix of
their compensation varies by role and individual. Short-term incentive
plans are based on rewarding business performance and some or all of
the following metrics are appropriate for their role; non-IFRS revenue,
non-IFRS profit, net cash flow and strategic objectives. Long-term
incentive programs are described under “—Equity Compensation”.
All members of the Group Leadership Team have 20% of their
short-term incentive based on personal strategic objectives, at least
30% of their short-term incentive is based on the Nokia scorecard of
the Nokia Group’s non-IFRS revenue, non-IFRS operating profit and net
cash flow and, depending on their role, they may also have business
unit targets in addition based on a mix of non-IFRS revenue, non-IFRS
operating profit and net cash flow.
On average, the members of the Group Leadership Team earned
140% of their target incentive amount in 2015.
Pension arrangements for the Nokia Group Leadership Team
The members of the Group Leadership Team participate in the local
retirement plans applicable to employees in the country of residence.
Executives based in Finland participate in the statutory Finnish
pension system, as regulated by the Finnish TyEL. Refer to “—Pension
arrangements for the President and Chief Executive Officer” above.
Executives based in the United States participate in our 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. Executives based in Germany participated in the 100%
company funded HERE pension plan. Contributions were based on
pensionable earnings, the pension table and retirement age.
Termination provisions for the Nokia Group Leadership
Team members
In all cases, if an executive is dismissed for cause, 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.
Additionally, the Board believes that 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 focus, dedication and continuity of the members of
the 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.
As a result some members of the Group Leadership Team have change
of control agreements which serve as an addendum to their executive
agreement and provide for the pro-rata settlement of outstanding
equity awards as follows. The 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 EIP, payable
pursuant to the terms of the agreement. The Board has full discretion
to terminate or amend the change of control agreements at any time.
Under inherited change of control agreements for former Alcatel
Lucent executives, compensation of 18 months’ salary plus target
incentive is payable in the event of an involuntary termination or
“good reason” event should either occur within 12 months of
Nokia gaining control of Alcatel Lucent. Additionally, any remaining
Alcatel Lucent equity awards not already accelerated as part of the
transaction would also be settled.
94
NOKIA IN 2015
The Group Leadership Team in 2015:
Name
Rajeev Suri
Timo Ihamuotila
Samih Elhage
Ramzi Haidamus
Sean Fernback(1)
(1) Until December 5, 2015.
Position held in 2015
President and Chief Executive Officer
EVP, Group Chief Financial Officer
EVP, Chief Financial and Operating Officer, Nokia Networks
President, Nokia Technologies
President, HERE
Appointment date
May 1, 2014
September 1, 2011
May 1, 2014
September 3, 2014
November 1, 2014
The following compensation was paid to the Group Leadership Team (excluding the President and CEO) in 2015 and 2014, in aggregate.
Compensation paid to the President and CEO is presented under “—Compensation of the President and Chief Executive Officer” above.
Compensation paid to Group Leadership Team:
EUR
Salary
Short-term variable compensation(1)
Stock awards(2)
Change in pension value and nonqualified deferred compensation earnings(3)
Payments to defined contribution retirement plans(4)
All other compensation(5)
Total(6)
2015
2 149 029
2 801 131
3 295 955
111 203
493 027
773 718
9 624 063
2014
3 461 250
1 880 115
3 679 383
73 967
311 494
278 720
9 684 929
(1) 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.
(2) Amounts shown represent the total grant date fair value of equity grants awarded for the respective fiscal year. 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 aggregate value of the 2015 stock awards with performance
shares valued at maximum is (four times the number of shares at threshold) EUR 6 591 910.
(3) Pension arrangements in Germany are considered to be payments to a defined benefit plan where the pension is determined by reference to executive’s base salary, age and years of service.
(4) Pension arrangements in Finland are characterized as defined contribution pension arrangements under IAS 19, Contributions are made to the state mandated TyEL plan and there are no
supplementary pension arrangements. Contributions made in the US to the company 401k plan are also considered payments to defined contribution pension plans.
(5) All other compensation refers to mobility related payments or benefit programs under which executives are eligible. Additionally, in 2015, a special one-time retention arrangement related to the
Sale of the HERE Business is also included under all other compensation.
(6) A significant portion of equity grants are tied to the performance of the company and aligned with the value delivered to shareholders. The amounts shown are representative of the value of the award
at grant but are not representative of the amount that will ultimately be received when the plan vests. The ultimate value of the award will be known when the awards vest.
Equity awards to the other members of the Nokia Group Leadership Team during 2015
The following equity awards were made to the Group Leadership Team members (excluding the President and CEO) in 2015. Equity awards to
the President and CEO are presented under “—Equity awards to the President and CEO during 2015” above.
Equity awards to Group Leadership Team, in aggregate(1):
Grant date
Performance shares at threshold number
Performance shares at maximum number
Restricted shares number
Grant date fair value EUR
April 22, 2015(2)
212 500
850 000
–
3 044 275
July 7, 2015
–
–
44 000
251 680
(1) Excluding equity awards made to Rajeev Suri.
(2) The fair value of performance shares equals the estimated fair value of the grant date. The estimated value is based on the grant date market price of 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.
NOKIA IN 2015
95
Corporate governance Compensation continued
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 (under authorization from
shareholders) 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 Group Leadership
Team and any other executive-level direct reports to the President
and CEO;
■ reviews and approves goals and objectives relevant to the
compensation for other members of the Group Leadership Team
and any other executive-level direct reports to the President and
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;
■ reviews the content of and ensuring compliance with the share
ownership policy;
■ recommends to the board equity grants for the President and
CEO; and
■ reviews and approves equity grant nominations to direct reports
of the President and CEO.
Independent consultant
The Personnel Committee retains the use of Aon, an independent
external consultant, to assist in the review and determination of
executive compensation. The consultant works directly with the
Personnel Committee and meets at least 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 the Group
Leadership Team and the wider employee population at 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.
Equity compensation
Equity compensation program
A key component of executives’ and senior managers’ compensation
is equity-based long-term incentives with the purpose of aligning the
participants’ interests with those of shareholders. The amount of
equity as a percentage of the compensation package increases with
the seniority of the role. Awards from the annual grant process are
linked to the company’s performance management framework and the
performance of Nokia against our long-term revenue and EPS targets.
Additionally, we have a restricted share plan in place, which is targeted
at retention of key employees and new hires in countries where such
awards are common and where we need to match local market practice
to retain or hire such people.
The active equity plans in 2015 and 2016 are as follows:
Details
Eligible employees Grade based eligibility
Performance shares
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
Three year vesting period based on
financial targets for two years
Equity plan
Restricted shares
Grade based eligibility
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 equally in three tranches on
the 1st, 2nd and 3rd anniversary
of grant
Matching shares vest at the end of the
12-month savings period
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NOKIA IN 2015
Additionally in 2015, we also had outstanding awards under the 2007
and 2011 stock option plans and the Nokia Networks EIP. Stock options
under the 2007 option plan lapsed on January 1, 2016. No new awards
have been made under these plans since 2013. These are described in
the section on legacy equity compensation programs “—Legacy equity
compensation programs” below.
As of February 12, 2016, when new Nokia shares were issued as
consideration for the Alcatel Lucent securities tendered into the
subsequent French and/or U.S. offers, and consequently, included
in the aggregate amount of Nokia shares, the aggregate maximum
dilution effect of our currently outstanding equity programs, assuming
that the performance shares would be delivered at maximum level and
including the aggregate amount of Nokia shares, was approximately
0.86%. The potential maximum dilution effect of the equity program
2016 would approximately be an additional 1.04%, assuming delivery
at maximum level for performance shares and the delivery of
matching shares against the maximum amount of contributions of
approximately EUR 60 million under the employee share purchase
plan. Employees of Alcatel Lucent that have transferred as part of the
acquisition of Alcatel Lucent are only included in equity plans under
the equity program 2016.
Performance criteria (non-IFRS)(1)
Average annual net sales Nokia Group
Average annual EPS Nokia Group
Minimum settlement at below threshold performance(4)
Performance shares
The performance shares represent a commitment by us to deliver
Nokia shares to employees at a future point in time, subject to our
fulfillment of pre-defined performance criteria. They vest to
participants after three years based on the performance of the
company against its targets for the first two financial years. The Board
believes the practice of a two-year performance period which gives
greater predictability in a fast changing environment and supports
greater alignment of underlying achievement with payments, is
appropriate in the current business context. Targets are set in the
context of the Board’s view of the future business plans for Nokia,
investor expectations and analyst forecasts, and the Board will
continue to review the suitability of the two-year performance period
for future years. The table below illustrates the performance criteria of
the performance share plans for 2013 through to 2016. Targets are
set by reference to the company’s long-term plans and in the context
of investment analysts’ forecasts for the business.
2016
Yes
Yes
25%
2015
Yes(2)
Yes(2)
25%
2014
Yes
Yes
25%
2013
Yes(3)
Yes
0%
(1) Non-IFRS measures exclude all material special items for all periods. Additionally, non-IFRS results exclude intangible asset amortization and other purchase price accounting-related items arising from
business acquisitions.
(2) The Board is expected to approve an amendment to the performance condition of the performance share plan 2015 in conjunction with the publication of Nokia’s Q1/2016 results announcement to
reflect the new organizational structure and scope of the Nokia Group. The amendment would adjust the net sales and EPS performance targets to remove the HERE related impact for the 4th quarter
of 2015 following the sale of HERE in 2015 and restate the 2016 targets based on the combined Nokia Group following the acquisition of Alcatel Lucent in January 2016.
(3) 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
introduced 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.
(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.
NOKIA IN 2015
97
Corporate governance
Compensation continued
Performance share plan 2016
In accordance with the previous year’s practice, the primary equity instruments granted to executive employees and employees below the
executive level are performance shares. The number of performance shares to be settled after the restriction period will start at 25% of the
grant amount of 25 500 000 Nokia shares and any pay-out beyond this will be determined with reference to the financial performance against
the established performance criteria during the two-year performance period. The grant under the performance share plan could result in an
aggregate maximum payout of 51 000 000 Nokia shares, in the event that maximum performance against all the performance criteria is achieved.
The performance share plan 2016 has a three year vesting period and the performance of the plan is based on a two-year performance period
(2016 and 2017). The shares will vest on January 1, 2019. The Board have continued with the practice of the two-year performance period
which gives greater predictability in a fast changing environment and supports greater alignment of underlying achievement with payments.
Targets are set in the context of the Board’s view of the future business plans for Nokia and investor expectations and analyst forecasts and
the Board will continue to review the suitability of the two-year performance period for future years. The Board is expected to approve the
performance criteria targets of the performance share plan 2016 in conjunction with the publication of its Q1/2016 results announcement.
The approval of the targets will be made later this year than in previous years in order to be able to consider all relevant financial information
available for the new combined Nokia group so that targets are set appropriately.
The remuneration statement required by the Finnish Corporate Governance Code will be updated to include the performance targets once the
targets have been approved.
Performance criterion
Nokia average annual non-IFRS(1) net sales
during January 1, 2016—December 31, 2017
Nokia average annual non-IFRS(1) EPS during
January 1, 2016—December 31, 2017
Weighting
Threshold performance(2)
Maximum performance(2)
Potential range of settlement
50%
50%
*
*
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.
(2) The Board is expected to approve the performance criteria targets of the performance share plan 2016 in conjunction with the publication of its Q1/2016 results announcement.
Achievement of the maximum performance for all criteria would result in the vesting of a maximum of 51 000 000 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 12 750 000 shares. Minimum payout under the plan, even if threshold performance is not achieved,
is 6 375 000 shares attributable 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 2015, restricted shares were used on a selective basis to ensure retention and recruitment of individuals deemed critical to our future
success. The restricted shares vest in three equal tranches on the first, second and the third anniversary of the award subject to continued
employment with Nokia.
In 2016, restricted shares are granted on a limited basis or exceptional purposes related to retention and recruitment, primarily in the United
States, to ensure we are able to retain and recruit vital talent for the future success of Nokia. Restricted share awards made prior to 2015 vested
in one tranche on the third anniversary of the date of grant. 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 our employee share purchase plan, eligible 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 all employees in countries where the plan is offered. In addition, to welcome employees of Alcatel Lucent who have transferred
to Nokia as part of the acquisition of Alcatel Lucent and to mark the beginning of the new Nokia Group, Nokia intends to offer 20 free shares
for every participant making the first three consecutive share purchases in 2016.
98
NOKIA IN 2015
Performance of previous equity programs
The recently vested performance share plan 2013 is the first to
achieve above-threshold performance for some years, such that
86.25% of the target award granted to participants vesting on
January 1, 2016, with diluted EPS for Continuing operations increasing
from negative EUR (0.16) to EUR 0.67 from the fiscal year 2012 to 2014,
including the two year performance period (2013–2014) of the plan.
The new strategy for Nokia delivered in 2014 with the focus on
networks and the IoT has seen an increase in value for shareholders
and a corresponding change in the performance of long-term
incentive plans. In addition to the performance share plan 2013
achieving 86.25% of its target, the 2014 plan has achieved 125.72%
and will vest to participants on January 1, 2017. In the same period
the share price of Nokia has increased from EUR 3.49 per share on
January 1, 2013 to EUR 6.60 on December 31, 2015 representing
an increase of 89% and we have restored dividend payments.
Share price and Total Shareholder Return vs long-term
incentive performance
250%
200%
150%
100%
50%
0
TSR
value
25.72%
86%
100%
Nil
2011
2012
2013
2014
Long-term incentive plan year,
at December 31
2015
Achieved
Overachieved
Nokia Total Shareholder Return (TSR)
Legacy equity compensation programs
Stock options
Although the granting of stock options ceased at the end of 2013,
awards under the 2011 stock option plans remain in force. Stock
options under the 2007 stock option plan lapsed on January 1, 2016
and no new Nokia shares can be subscribed for with the stock options
awarded under the 2007 stock option plan.
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
■ Lapsed on January 1, 2016
■ 50% on third anniversary of grant
■ 50% on fourth anniversary of grant
■ Term is approximately six years
Shares will be eligible for dividends in respect of 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 EIP 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 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) increase the value of Nokia Networks; and
(2) create 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
our strategy, the likelihood of a sale or an initial public offering (“IPO”)
has diminished.
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
EIP. The options will be cash-settled at exercise, unless an IPO has
taken place, at which point they would be converted into
equity-settled options.
The targets of the plan were set at a demanding level and payments
from the plan represent the outstanding achievement of the Networks
team. The actual payments, if any, under the Nokia Networks EIP 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 EIP is expected
to be reduced by 50%.
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 became 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 (Refer to “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.
NOKIA IN 2015
99
Corporate governance Compensation continued
Alcatel Lucent liquidity agreements
Nokia, Alcatel Lucent and certain beneficiaries of Alcatel Lucent stock
option and performance share plans have entered into liquidity
agreements, pursuant to which the Alcatel Lucent performance shares,
or the Alcatel Lucent shares resulting from the stock options exercises,
would be exchanged to for either (i) Nokia shares according to an
exchange ratio of 0.55 Nokia shares for each Alcatel Lucent share,
or for (ii) a cash amount equivalent to the market value of such
Nokia shares, provided in any case that a reduced liquidity event has
occurred. A reduced liquidity was acknowledged on February 12, 2016
in respect of Alcatel Lucent shares. The choice for the settlement in
cash or in Nokia shares is at Nokia’s sole discretion, subject to the
possible applicable legal, regulatory or other local constraints.
The exchange ratio of 0.55 is subject to some adjustments in the
event of financial transactions of Nokia or Alcatel Lucent, in order to
allow the holders of stock options or the recipients of performance
shares to obtain the same value in Nokia shares or in cash which they
would have obtained had such transactions not taken place. Liquidity
agreements have been offered also to current Group Leadership Team
members who held Alcatel Lucent stock options or performance
shares that were eligible for liquidity agreements.
Share ownership of the Board of Directors, the
President and Chief Executive Officer and the
Nokia Group Leadership Team
General
The following section describes the ownership or potential ownership
interest in Nokia of the members of our Board, the President and CEO
and, on aggregate level, the Group Leadership Team at December 31,
2015, either through share ownership or, with respect to the
President and CEO and the 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 or, alternatively, by using treasury shares held by
Nokia. The remainder of the remuneration, approximately 60%, is
paid in cash, most of which is typically used to cover related taxes.
It is also our policy that the directors retain until the end of their
directorship the net after-tax number of shares that they have
received as remuneration for their duties as members of the Board
during their first three years of service. Additionally, it is our 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 President and CEO receives 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, 2015, the members of our Board held the aggregate
of 1 414 445 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.
The following table sets forth the number of shares and ADSs held by
the members of the Board at December 31, 2015:
Name(1)
Risto Siilasmaa
Vivek Badrinath
Bruce Brown
Elizabeth Doherty
Simon Jiang
Jouko Karvinen
Elizabeth Nelson
Kari Stadigh
Shares(1)
992 334
19 255
–
30 754
8 666
72 723
–
128 558
ADSs(1)
–
–
74 847
–
–
–
87 308
–
(1) 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 President and Chief Executive Officer
and the Nokia Group Leadership Team
The following table sets forth the share ownership of the President
and CEO, and the Group Leadership Team members in office, in
aggregate, at December 31, 2015. The share ownership of all
members of the Group Leadership Team, including Mr. Suri, was
approximately 0.01% of the outstanding shares of the company
at December 31, 2015. The share ownership requirement of the
President and CEO as well as the Group Leadership Team members
is describer under “—Variable pay” above.
Rajeev Suri, President and CEO
Other members of the Group Leadership
Team, in aggregate
Beneficially owned shares
number
29 722
200 055
In addition to the 29 722 shares held by Mr. Suri, there are a number
of unvested performance shares that are expected to vest in the
coming years. The performance of the performance share plan 2014
is now known and 125.72% of the target award is expected to vest
on January 1, 2017. The chart below shows the expected value of
shares valued at EUR 6.60 on December 31, 2015 compared to the
shareholding requirement for Mr. Suri. Unvested performance shares
under the performance share plan 2015 are valued below at “on
target” performance until the final performance level of the plan
is known. Subject to the terms and conditions of the long-term
incentive plans and the potential sale of vesting share awards to
meet associated tax liabilities, it is expected that Mr. Suri will meet
the shareholding requirements within the next 12 months.
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NOKIA IN 2015
Shareholding target and awards held by the President
and CEO of Nokia
9.0
8.0
7.0
6.0
5.0
4.0
3.0
2.0
1.0
0.0
Value of
shares,
EURm
Owned
Dec. 31, 2015
Jan 1, 2017
Jan 1, 2018
Owned
Long-term incentive 2015
Long-term incentive 2014
1. Valued at EUR 6.60 per share as at December 31, 2015.
2. Projections do not take into account any potential sales of shares
to meet tax associated liabilities.
3. Subject to disposals to meet tax liabilities it is expected that the President
and CEO will meet the shareholding requirements of Nokia when the long-term incentive
2014 awards vest assuming that they vest at or above target.
Unvested Equity awards held by the President and Chief Executive
Officer at December 31, 2015
The following table provides certain information relating to
performance shares held by the President and CEO at December 31,
2015. These entitlements were granted pursuant to our performance
share plans 2014 and 2015. The 2014 performance share plan will
vest on January 1, 2017, and is expected to vest at 125.72% of the
target award. For a description of our performance share plans, refer
to Note 25, Share based payment, of our consolidated financial
statements included in this annual report.
Threshold
Performance shares:
Shares receivable
through performance
shares at threshold
Shares receivable
through performance
shares at maximum(1)
Number of unvested equity
awards held by the President
and CEO
538 520
2 154 078
(1) At maximum performance under the performance share plans 2014 and 2015, the number
of shares deliverable equals four times the number of performance shares at threshold.
The performance period for the performance share plan 2014 ended on December 31, 2015,
and the threshold performance criteria for net sales and EPS were met and a settlement to the
participants will occur in accordance with the plan in 2017.
Other share-based awards
Additionally, Mr. Suri holds options under the Nokia Networks EIP
as described under “—Long-term incentives” above.
Unvested equity awards held by the Nokia Group Leadership Team at December 31, 2015
The following table sets forth the potential ownership interest through the holding of equity-based incentives of the Nokia Group Leadership
Team, including the President and CEO.
Shares receivable
through stock options
Shares receivable
through performance
shares at threshold
Shares receivable
through performance
shares at maximum(4)
Shares receivable
through restricted
shares
Number of unvested equity awards held by the
Group Leadership Team(1)
% of the outstanding shares(2)
% of the total outstanding equity incentives (per instrument)(3)
565 000
0.01%
15.52%
1 108 462
0.03%
4 433 846
0.11%
9.67%
9.67%
206 164
0.01%
9.80%
(1) Includes the four Group Leadership Team members in office at year-end 2015.
(2) The percentages are calculated in relation to the outstanding number of shares and total voting rights of Nokia at December 31, 2015, excluding shares held by Nokia Group. No member of the 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) At maximum performance under the performance share plans 2014 and 2015, the number of shares deliverable equals four times the number of performance shares at threshold. The performance
period for the performance share plan 2014 ended on December 31, 2015, and the threshold performance criteria for net sales and EPS were met and a settlement to the participants will occur in
accordance with the plan in 2017.
Insider trading in securities
The Board has established a policy in respect of insiders’ trading in Nokia securities (“Insider Policy”). Under the Insider Policy, the holdings of
Nokia securities by the members of the Board and the Group Leadership Team are considered public information. Nokia insiders (as defined in
the Insider Policy) are subject to certain trading restrictions and rules, including, among other things, prohibitions on trading in Nokia securities
during the 30-calendar day “closed-window” period immediately preceding the release of our interim and annual results including the day of the
release. Nokia can also set 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
Other than the paid compensation, as described above, 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 2015
101
Corporate governance General facts on Nokia
2015 marked our
anniversary as a
150-year old company,
being yet another
year of fundamental
change for us
102
NOKIA IN 2015
Contents
History of Nokia
Memorandum and Articles
of Association
Selected financial data
Shares and shareholders
Production of infrastructure
equipment and products
Key ratios
104
106
108
110
117
118
NOKIA IN 2015
103
General facts on Nokia General facts on Nokia
History of Nokia
We have a long history of successful change and innovation, adapting
to shifts in markets and technologies. From the beginning as one
wood pulp mill in 1865, we have 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 to 2014, we were widely known for
our mobile phones, which reached all parts of the globe. In April 2014,
we began the next chapter in our history with the Sale of the D&S
Business. Reinventing ourselves once again, we changed our course
and announced that our strategy would focus on seizing opportunities
in the connected world, a world in which billions of devices and sensors
are connected to each other and to the internet.
The year 2015 marked our anniversary as a 150-year old company,
being yet another year of fundamental change for us as we took a
major step forward as the company shaping the revolution in
connectivity and digitization in the connected world.
150 years of reinvention
Regulatory and technological reforms have played a role in our success
over the years. The deregulation of the European telecommunications
industries stimulated competition and boosted customer demand. In
1982, we 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, we won agreements to supply GSM networks to other
European countries.
In the early 1990s, we made a strategic decision to focus on
telecommunications as our 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, we were the world leader in mobile phones, a position we
held for more than a decade.
In 2006, having already been investing in mapping capabilities for
many years, we acquired Gate5, a mapping software specialist,
and then in 2008 we acquired NAVTEQ, a US-based manufacturer of
digital mapping and navigational software. We offered leading location
services through the HERE business and brand, launched in 2012. The
HERE business was sold to a German automotive industry consortium
in December 2015.
In 2007, we combined our 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, we joined forces with Microsoft to strengthen our position in
the highly competitive smartphone market. We adopted the Windows
Phone operating system for smart devices and smartphones and,
through the strategic partnership, Nokia and Microsoft set about
establishing an alternative ecosystem to rival iOS and Android. In
2011, we also started to make a number of changes to our 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, we moved to reinvent ourselves 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
which we relocated our headquarters to the Karaportti campus in
Espoo, Finland.
In April 2015, we announced the acquisition of Alcatel Lucent, in a deal
that closed in early January 2016 and made us the leading player in
multiple technology categories, including LTE, fixed and optical
networks as well as IP routing.
In 2015, we also sold our HERE digital mapping and location services
business to a German automotive industry consortium, another
indication of our plan to focus on seizing the major opportunities to
improve how we access and tap the power of connectivity to positively
impact people’s lives each day.
The rapidly evolving world of technology provides the context for our
vision and strategy. With the acquisition of Alcatel Lucent, we have the
innovation capability, portfolio, and global scale to lead in shaping
and deploying the technologies that are at the heart of an increasingly
connected world. We are leveraging the strength of our complete and
converged portfolio of network infrastructure, software, services and
advanced technologies, to help our customers—telecommunications
operators, governments, enterprises and webscale players—meet the
challenges and capture the opportunity from an industry in transition.
With these strong assets, we are ready for the next chapter in our
150-year history.
104
NOKIA IN 2015
Today, our Networks business is conducted through four business
groups: Mobile Networks, Fixed Networks, IP/Optical Networks and
Applications & Analytics. These business groups bring together
deep expertise and leadership that span the key network technology
areas: smart products and innovative services for mobile, fixed
and IP networks, and beyond. Additionally, the Networks business
is supported by Bell Labs and Services.
Nokia Technologies’ patents business manages one of the broadest
and strongest IP portfolios in the industry, comprised of approximately
9 900 patent families made up of approximately 30 000 granted
patents and applications.
Bell Labs supplements and complements Nokia Technologies’
innovation capacity efforts. Bell Labs is focused on finding solutions
to problems in information and communication technology that
require a 10x improvement in the key dimensions of the network,
to solve problems that have the potential to fundamentally change
the way we communicate, and that reimagine what the world will be
like a decade from now.
Bell Labs is pioneering the Future X projects, which are thirteen
distinct new technology solutions―each of these aims to ensure
that tomorrow’s networks will be high-performing, low-cost, efficient,
personalized and always-on.
The Sale of the HERE Business
The HERE digital mapping and location services business, an arena we
entered in 2006, was a pillar of our operational performance. But in
2015, the Nokia Board held a strategic review of the business in light of
plans to purchase Alcatel Lucent. The result of that meeting led us to
selling the HERE business in a deal agreed with a German automotive
industry consortium valued at EUR 2.8 billion.
The deal was announced August 3, 2015 and closed on
December 4, 2015.
Acquisition of Alcatel Lucent
We announced plans to acquire Alcatel Lucent on April 15, 2015, in an
all-share transaction valued at EUR 15.6 billion on a fully diluted basis,
to create an innovation leader in next generation technology and
services. The deal was agreed on the basis of EUR 0.55 of a new
Nokia share for every Alcatel Lucent share.
On January 4 and 5, 2016, we published and confirmed that we
had gained control of Alcatel Lucent through the successful public
exchange offer for all outstanding Alcatel Lucent securities by
holding nearly 80% of outstanding Alcatel Lucent securities.
Nokia shareholders voted overwhelmingly at the end of 2015 to
approve the Alcatel Lucent acquisition. The transaction was settled
on January 7, 2016.
The addition of Alcatel Lucent opens up abundant opportunities
for us.
Our total addressable market—including mobile radio network, fixed
access network, core network and IP routing, and analytics—increased
to around EUR 141 billion, an almost 50% increase relative to
the slower-growing addressable market we faced before the
Alcatel Lucent addition.
Alcatel Lucent gives us the opportunity to cross-sell and upsell our
expanded portfolio, and better leverage our global sales channel. From
a geographic perspective, we gain a much stronger position in many
regions. In North America we have become the market leader; in China
we are the largest vendor headquartered outside the country; and in
Europe, Latin America and the Middle East and Africa we have roughly
doubled our size.
The acquisition has given us a total of more than 40 000 research
scientists and engineers focused on inventing and deploying
technologies that are shaping the future of the connected world: 5G,
Cloud-based networks, IP routing, optical fiber transport and data
analytics. Our combined R&D expenses of EUR 4.5 billion in 2015
also supports near and longer term scientific research at Bell Labs—
building a strong platform for putting us ahead of the competition.
NOKIA IN 2015
105
General facts on Nokia
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
research, develop, manufacture, market, sell and deliver products,
software and services in a wide range of consumer and
business-to-business markets. These products, software and services
relate to, among others, network infrastructure for telecommunication
operators and other enterprises, the IoT, human health and well-being,
multi-media, big data and analytics, mobile devices and consumer
wearables and other electronics. The company may also create,
acquire and license intellectual property and software as well as
engage in other industrial and commercial operations, including
securities trading and other investment activities. The company
may carry on its business operations directly, through subsidiary
companies, affiliate companies and joint ventures.
Director’s voting powers
Under Finnish law, resolutions of the Board shall be made by a majority
vote. A director shall refrain from taking any part in the consideration
of an agreement 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. Additionally,
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, and the directors shall
retain until the end of their directorship such number of shares that
corresponds to the number of shares they have received as Board
remuneration during their first three years of service (the net amount
received after deducting those shares used for offsetting 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. Additionally, the Board is obliged to call an Extraordinary
General Meeting, whenever such meeting is deemed necessary, or at
the request of the auditor or shareholders representing a minimum of
one-tenth of all outstanding shares. Under our Articles of Association,
the Board is elected at least annually at the Annual General Meeting
of the shareholders for a term ending 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
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
general meeting.
The record date is the eighth business day preceding the meeting.
To be entered in the temporary register of shareholders for the
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
general meetings 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 “—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 the shares
as set forth in law and our Articles of Association. Finnish law or our
Articles of Association do not set limitations on the rights to own
Nokia securities, including the rights of foreign shareholders to hold
or exercise voting rights on the said securities. 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.
106
NOKIA IN 2015
Under the Finnish Companies Act, 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.
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.
Disclosure of shareholder ownership or voting power
According to the Finnish Securities Market Act, 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.
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.
NOKIA IN 2015
107
General facts on Nokia General facts on Nokia continued
Selected financial data
The financial data set forth below at and for the years ended December 31, 2015 and 2014 and for each of the years in the three-year period
ended December 31, 2015 has been derived from our audited consolidated financial statements included in this annual report. Financial
data at December 31, 2013 has been derived from our historical audited consolidated financial statements not included in this annual report.
The financial data at December 31, 2015 and 2014 and for each of the years in the three-year period ended December 31, 2015 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
% of net sales
Financial income and expenses, net
Profit before tax
Income tax (expense)/benefit
Profit attributable to equity holders of the parent
Profit/ (loss) attributable to non-controlling interests
Profit from Continuing operations
Earnings per share (for profit attributable to equity holders of the parent)
Basic earnings per share, EUR
Diluted earnings per share, EUR
From the statement of financial position
Non-current assets
Cash and other liquid assets(1)
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(2)
Interest-bearing liabilities(3)
Liabilities of disposal groups classified as held for sale
Total equity and liabilities
Other information
Research and development expenses
% of net sales
Capital expenditures(4)
% of net sales
Salaries and social expenses
Average number of employees
Key financial indicators
Cash dividends per share, EUR(5)
Dividends(6)
Return of capital employed, %
Return on shareholders' equity, %
Equity ratio, %
Net debt to equity (gearing), %
Net cash
Free cash flow
2015
2014
2013
(in EURm, except for percentage and personnel data)
12 499
6.3%
1 688
13.5%
(177)
1 540
(346)
1 192
2
1 194
0.32
0.31
5 102
9 849
5 975
–
20 926
10 503
21
8 328
2 074
–
20 926
2 126
17.0%
278
2.2%
(3 738)
56 690
0.26
1 488
14.1%
12.5%
59.0%
(73.9%)
7 775
193
11 762
(0.3%)
1 412
12.0%
(401)
999
1 719
2 710
8
2 718
0.73
0.67
7 339
7 715
6 009
–
21 063
8 611
58
9 702
2 692
–
21 063
1 948
16.6%
254
2.2%
(3 381)
51 499
0.14
511
11.2%
35.9%
49.3%
(57.9%)
5 023
964
11 795
(17.5%)
672
5.7%
(277)
399
(271)
273
(145)
128
0.07
0.07
6 048
8 971
4 825
5 347
25 191
6 468
192
7 141
6 662
4 728
25 191
1 970
16.7%
174
1.5%
(3 635)
53 436
0.37
1 374
5.0%
3.8%
28.1%
(34.7%)
2 309
(335)
(1) Cash and other liquid assets consist of the following line items from our consolidated statement of financial position: cash and cash equivalents, available-for-sale investments, liquid assets and
investments at fair value through profit and loss, liquid assets.
(2) Includes Deferred tax liabilities, Defined benefit pension liabilities, Deferred revenue and other long-term liabilities, Provisions, Other financial liabilities, Current income tax liabilities, Accounts payable
and Accrued expenses and deferred revenue and other liabilities.
(3) Includes Long-term interest-bearing liabilities, Current portion of long-term interest-bearing liabilities and Short-term borrowings.
(4) Includes purchases of property, plant and equipment and intangible assets for Continuing operations.
(5) Dividends declared per share in 2015 are subject to shareholders’ approval.
(6) Maximum amount to be distributed as dividends based on the number of shares at March 31, 2016, excluding the number of treasury shares, and based on the proposal by the Board for the fiscal year
2015, subject to shareholders approval at the Annual General Meeting convening on June 16, 2016. Previous year’s figure represents the total actual amounts paid.
108
NOKIA IN 2015
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, the Japanese yen and the Korean won. The following table
sets forth information concerning the noon buying rate for the years 2011 to 2015 and for each of the months in the six-month period ended
February 29, 2016, 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)
2011
2012
2013
2014
2015
September 30, 2015
October 30, 2015
November 30, 2015
December 21, 2015
January 29, 2016
February 29, 2016
On March 24, 2016, the noon buying rate was USD 1.1163 per EUR 1.00.
End of period rate
Average rate
Highest rate
Lowest rate
1.2973
1.3186
1.3779
1.2101
1.0859
1.1162
1.1042
1.0562
1.0859
1.0832
1.0868
(USD per EUR)
1.4002
1.2909
1.3303
1.3210
1.1032
1.1229
1.1228
1.0727
1.0889
1.0855
1.1092
1.4875
1.3463
1.3816
1.3927
1.2015
1.1358
1.1437
1.1026
1.1025
1.0964
1.1362
1.2926
1.2062
1.2774
1.2101
1.0524
1.1104
1.0963
1.0562
1.0573
1.0743
1.0868
NOKIA IN 2015
109
General facts on Nokia 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, 2015, the share capital of Nokia Corporation was EUR 245 896 461.96 and the total number of shares issued was
3 992 863 716. At December 31, 2015, the total number of shares included 53 668 695 shares owned by Group companies representing
approximately 1.3% of the total number of shares and the total voting rights.
Nokia does not have minimum or maximum share capital or a par value of a share.
Share capital and shares 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.
Calculation of key ratios
Key ratios at December 31,
Continuing operations
Earnings per share for profit attributable to equity holders
of the parent
Earnings per share, basic, EUR
Earnings per share, diluted, EUR
P/E ratio, basic(1)
Dividend per share, EUR(2)
Total dividends paid, EURm(2)(3)
Payout ratio, basic(2)
Dividend yield, %(2)
Shareholders’ equity per share, EUR(4)
Market capitalization, EURm(4)
2015
246
3 992 864
53 669
3 939 195
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
3 670 934
3 698 723
3 712 079
3 710 845
3 709 947
3 949 312
209 509
4 131 602
216 830
3 712 079
225 587
3 710 845
250 799
3 709 947
229 096
2015
2014
2013
2012
2011
0.32
0.31
20.6
0.26
1 488
0.81
3.94
2.67
25 999
0.73
0.67
8.99
0.14
511
0.19
2.13
2.36
23 932
0.07
0.07
83.14
0.37
1 374
5.29
6.36
1.74
21 606
(0.16)
(0.16)
neg.
–
–
neg.
–
2.14
10 873
(0.00)
(0.00)
neg.
0.20
742
neg.
5.30
3.20
13 987
(1) Based on Nokia closing share price at year-end.
(2) In 2015, based on Board of Directors proposal for 2015, subject to shareholders approval at the Annual General Meeting convening on June 16, 2016.
(3) Maximum amount to be distributed as dividends based on the number of shares at March 31, 2016, excluding the number of treasury shares. Comparative figures represent 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
–
–
–
–
66 904
Year
2011
2012
2013
2014
2015
Amount
of reduction
of the share
capital
EURm
–
–
–
–
–
Amount
of reduction
of the restricted
capital
EURm
–
–
–
–
–
Amount
of reduction
of the retained
earnings
EURm
–
–
–
–
–
110
NOKIA IN 2015
Share turnover
Share turnover (000s)(1)
Total number of shares (000s)
% of total number of shares
2015
8 490 455
3 992 823
213
2014
2013
2011
9 278 853 16 748 295 19 995 211 15 651 671
3 744 956
3 745 044
418
248
3 744 956
447
3 744 956
534
2012
(1) Source: Nasdaq Helsinki, the NYSE composite tape and Euronext Paris (since November 2015).
The principal trading markets for the shares are the NYSE, in the form of ADSs, and Nasdaq Helsinki and Euronext Paris, 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)
EUR
Low/high
Average(2)
Year-end
(1) Source: Euronext Paris.
(2) Total turnover divided by total volume.
Share prices (ADS)(1)
USD
Low/high
Average(2)
Year-end
(1) Source: The NYSE composite tape.
(2) Total turnover divided by total volume.
2015
4.91/7.87
6.53
6.60
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
3.33/8.48
5.19
3.77
2015
6.29/7.15
6.66
6.59
2014
–
–
–
2013
–
–
–
2012
–
–
–
2011
–
–
–
2015
5.71/8.37
7.28
7.02
2014
6.64/8.73
7.79
7.86
2013
3.02/8.18
4.82
8.11
2012
2011
1.63/5.87 4.46/11.75
7.14
4.82
3.41
3.95
Nokia share prices on Nasdaq Helsinki (EUR), Euronext Paris (EUR) and the New York Stock Exchange (USD) 2011-2015
14
12
10
8
6
4
2
0
13
12
11
10
09
Jan 11
Jan 12
Jan 13
Jan 14
Jan 15
Dec 15
Nasdaq Helsinki
NYSE
Euronext
Source: Nasdaq Helsinki, the NYSE composite tape and Euronext Paris (since November 2015).
NOKIA IN 2015
111
General facts on Nokia
General facts on Nokia continued
Stock option exercises 2011–2015
Year
2011
2012
Stock option category
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
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
Subscription price
EUR
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
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
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
Date of
payment
2011
2011
2011
2011
2011
2011
2011
2011
2011
2011
2011
2011
2011
2011
2011
2011
2011
2011
2012
2012
2012
2012
2012
2012
2012
2012
2012
2012
2012
2012
2012
2012
2012
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
New share capital
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
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
112
NOKIA IN 2015
Year
2013
2014
2015
Stock option category
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
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
Nokia Stock option Plan 2011 4Q
Nokia Stock option Plan 2012 1Q
Nokia Stock option Plan 2012 2Q
Nokia Stock option Plan 2012 3Q
Total
Subscription price
EUR
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
9.85
8.60
7.03
7.33
5.76
3.50
4.58
3.58
2.18
1.92
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
50
0
50
0
0
0
0
442
212
90
0
213
285
1 242
Date of
payment
2013
2013
2013
2013
2013
2013
2013
2013
2013
2013
2013
2013
2014
2014
2014
2014
2014
2014
2014
2014
2014
2014
2015
2015
2015
2015
2015
2015
2015
2015
2015
2015
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
0.29
0.00
0.29
0.00
0.00
0.00
0.00
2.55
0.74
0.41
0.00
0.47
0.55
4.72
New share capital
EURm
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
NOKIA IN 2015
113
General facts on Nokia
General facts on Nokia continued
Shareholders
At December 31, 2015, shareholders registered in Finland represented 19.34% and shareholders registered in the name of a nominee
represented 80.66% of the total number of shares of Nokia Corporation. The number of directly registered shareholders was 209 509 on
December 31, 2015. Each account operator (16) is included in this figure as only one registered shareholder.
Largest shareholders registered in Finland at December 31, 2015(1)
Shareholder
Varma Mutual Pension Insurance Company
Ilmarinen Mutual Pension Insurance Company
The State Pension Fund
Schweizerische Nationalbank
Svenska Litteratursällskapet i Finland rf
Elo Mutual Pension Insurance Company
Nordea Finland Fund
Lival Oy Ab
Keva (Local Government Pensions Institution)
Folketrygdfondet
Total number
of shares 000s
80 722
29 394
25 600
23 990
14 313
14 130
10 804
10 141
9 454
6 225
% of all shares
2.02
0.74
0.64
0.60
0.36
0.36
0.27
0.25
0.24
0.16
% of all voting rights
2.05
0.75
0.65
0.61
0.36
0.36
0.27
0.26
0.24
0.16
(1) Excluding nominee registered shares and shares owned by Nokia Corporation. Nokia Corporation owned 53 232 002 shares as at December 31, 2015.
Breakdown of share ownership at December 31, 2015(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
Number of
shareholders
47 375
103 219
52 451
6 090
278
34
42
20
209 509
% of
shareholders
22.61
49.27
25.04
2.91
0.13
0.02
0.02
0.01
100.00
Total number
of shares
2 803 903
46 963 072
159 757 648
148 236 215
56 400 977
24 221 217
88 675 907
3 465 804 777
3 992 863 716
% of
all shares
0.07
1.18
4.00
3.71
1.41
0.61
2.22
86.80
100.00
(1) The breakdown covers only shareholders registered in Finland, and each account operator (16) 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.
By nationality
Non-Finnish shareholders
Finnish shareholders
Total
By shareholder category (Finnish shareholders)
Corporations
Households
Financial and insurance institutions
Non-profit organizations
Governmental bodies (incl. pension insurance companies)
Total
% of shares
80.66
19.34
100.00
% of shares
2.88
8.61
2.12
1.39
4.34
19.34
At December 31, 2015, a total of 408 320 704 ADSs (equivalent to the same number of shares or approximately 10.23% of the total
outstanding shares) were outstanding and held of record by 2 215 295 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, 2015 was 406 105 409.
Based on information known to us as of March 31, 2016, at November 26, 2015 Blackrock, Inc. beneficially owned 287 009 903 Nokia shares or
convertible bonds combined, which at that time corresponded to approximately 7.19% of the total number of shares and voting rights of Nokia.
114
NOKIA IN 2015
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 and the Nokia Group Leadership Team
As of December 31, 2015, members of the Board and the Group Leadership Team owned an aggregate of 1 644 222 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 non-exercisable stock options, would be exercisable for an additional 565 000 shares representing approximately 0.01%
of the total number of shares and voting rights at December 31, 2015.
Authorizations
Authorizations to issue shares and special rights entitling to shares
At the Annual General Meeting held on May 5, 2015, Nokia shareholders authorized the Board to issue a maximum of 730 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 November 5, 2016.
At the Extraordinary General Meeting held on December 2, 2015, Nokia shareholders authorized the Board to issue, in deviation from the
shareholders’ pre-emptive right, a maximum of 2 100 million shares through one or more issues of shares. The authorization includes the right
for the Board to resolve on all the terms and conditions of such issuances of shares. The authorization may be used to issue Nokia shares to the
holders of Alcatel Lucent shares, American depositary shares and convertible bonds as well as to beneficiaries of Alcatel Lucent employee equity
compensation arrangements for the purpose of implementing the transaction with Alcatel Lucent, including the consummation of the public
exchange offer for all outstanding Alcatel Lucent securities made to Alcatel Lucent shareholders as well as other transactions contemplated by
the memorandum of understanding between Nokia and Alcatel Lucent, and / or otherwise to effect the combination of Nokia and Alcatel Lucent.
The authorization is effective until December 2, 2020.
As of December 31, 2015, 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 May 5, 2015, Nokia shareholders authorized the Board to repurchase a maximum of 365 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
optimize the capital structure of the Company, 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 November 5, 2016.
Period
January
February
March
April
May
June
July
August
September
October
November
December
Total
Total number of
shares purchased
728 384
13 175 547
10 612 158
–
–
–
–
–
–
–
–
–
24 516 089
Average euro price
paid per share
6.86
6.96
7.23
–
–
–
–
–
–
–
–
–
7.07
Total number of shares
purchased as part of
publicly announced plans
or programs(1)
728 384
13 175 547
10 612 158
–
–
–
–
–
–
–
–
–
24 516 089
Maximum value
of shares that may yet
be purchased under the
plans or programs, EUR
818 280 207
726 566 079
649 823 340
–
–
–
–
–
–
–
–
–
–
(1) EUR 1.25 billion share repurchase program was announced in conjunction with the capital structure optimization program in April, 2014. The share repurchase program was suspended in conjunction
with the announcement of Nokia’s intention to combine with Alcatel Lucent in April, 2015.
NOKIA IN 2015
115
General facts on Nokia General facts on Nokia continued
Offer and listing details
Our capital consists of shares traded on Nasdaq Helsinki under the symbol “NOKIA” and Euronext Paris under the symbol “NOKIA”. Our ADSs,
each representing one of our shares, are traded on the NYSE 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 Euronext
Paris, and the high and low quoted prices for the ADSs, as reported on the NYSE composite tape.
2011
2012
2013
2014
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
Full year
2015
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
Full year
Most recent six months
September 2015
October 2015
November 2015
December 2015
January 2016
February 2016
March 24, 2016(2)
(1) Nokia’s listing and trading on Euronext Paris commenced on November 19, 2015.
(2) For the period until March 24, 2016.
Nasdaq Helsinki
price per share
New York Stock Exchange
price per ADS
Euronext Paris
price per share(1)
High
Low
High
Low
High
Low
EUR
USD
EUR
8.48
4.46
6.03
6.11
6.01
6.89
6.97
6.97
7.38
7.87
6.55
7.11
7.87
6.14
6.79
7.04
7.11
6.99
6.04
5.73
3.33
1.33
2.30
4.89
5.13
5.38
5.95
4.89
6.33
5.71
4.91
5.92
4.91
5.39
5.92
6.62
6.22
6.35
5.06
5.15
11.75
5.87
8.18
8.20
8.35
8.73
8.58
8.73
8.14
8.37
7.10
7.63
8.37
6.83
7.47
7.63
7.48
7.55
6.40
6.19
4.46
1.63
3.02
6.64
7.00
7.30
7.58
6.64
7.40
6.30
5.71
6.53
5.71
6.06
6.53
7.09
6.79
6.89
5.78
5.74
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
6.97
7.15
6.99
6.50
5.73
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
6.75
6.29
6.25
5.06
5.13
116
NOKIA IN 2015
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, 2015, Nokia Networks had four manufacturing
facilities globally: one in China (Shanghai), one in Japan (Saedo),
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, 2015.
Country
China
Japan
Finland
India
Location and products(1)
Shanghai: base stations, transmission
systems
Saedo: base stations, distributed
antenna systems
Oulu: base stations
Chennai: base stations, radio
controllers and transmission systems
Productive capacity,
Net (m2)(2)
15 954
2 698
14 784
12 778
(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.
Depositary fees and charges
ADS holders may have to pay the following service fees to the
Depositary:
Service
Issuance of ADSs
Cancellation of ADSs
Distribution of cash dividends or other
Fees (USD)
Up to 5 cents per ADS(1)
Up to 5 cents per ADS(1)
cash distributions
Up to 2 cents per ADS(2)
Distribution of ADSs pursuant to (i) stock
dividends, free stock distributions or
(ii) exercises of rights to purchase
additional ADSs
Distribution of securities other than ADSs
or rights to purchase additional ADSs
ADR transfer fee
Up to 5 cents per ADS(2)
Up to 5 cents per ADS(1)
1.50 per transfer(1)
(1) These fees are typically paid to the Depositary by the brokers on behalf of their clients receiving
the newly issued ADSs from the Depositary and by the brokers on behalf of their clients
delivering the ADSs to the Depositary for cancellation. The brokers in turn charge these
transaction fees to their clients.
(2) In practice, the Depositary has not collected these fees. If collected, such fees are offset against
the related distribution made to the ADR holder.
Additionally, ADS holders are responsible for certain fees and expenses
incurred by the Depositary on their behalf and certain governmental
charges such as taxes and registration fees, transmission and
delivery expenses, conversion of foreign currency and fees relating to
compliance with exchange control regulations. The fees and charges
may vary over time.
In the event of refusal to pay the depositary fees, the Depositary may,
under the terms of the deposit agreement, refuse the requested
service until payment is received or may set-off the amount of the
depositary fees from any distribution to be made to the ADR holder.
Depositary payments 2015
In 2015, our Depositary made the following payments on our behalf
in relation to our ADR program.
Category
Settlement infrastructure fees (including
the Depositary Trust Company fees)
Proxy process expenses (including printing,
postage and distribution)
ADS holder identification expenses
Legal fees
NYSE listing fees
Total
Payment (USD)
45 006.55
1 288 957.34
63 790.83
50 709.07
–
1 448 463.79
Additionally for 2015, our Depositary has agreed to reimburse us
USD 4 567 796.00 mainly related to contributions towards our
investor relations activities, including investor meetings and
conferences and fees of investor relations service vendors, and other
miscellaneous expenses related to the US listing of our ADSs.
NOKIA IN 2015
117
General facts on Nokia General facts on Nokia continued
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.
118
NOKIA IN 2015
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
9. Depreciation and amortization
by function
10. Impairment
11. Other income and expenses
12. Financial income and expenses
13. Income tax
14. Deferred taxes
15. Earnings per share
16. Intangible assets
17. Property, plant and equipment
18. Investments in associated companies
and joint ventures
19. Fair value of financial instruments
20. Derivative financial instruments
21. Inventories
22. Allowances for doubtful accounts
23. Prepaid expenses and
accrued income
24. Shares of the Parent Company
25. Share-based payment
26. Translation differences
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
36. Subsequent events
120
121
122
123
124
126
126
135
137
141
142
143
143
144
147
148
149
150
150
151
153
154
155
156
156
160
161
161
161
162
163
166
167
168
170
170
171
171
172
172
175
184
Parent Company income statement
Parent Company statement
of financial position
Parent Company statement
of cash flows
Notes to Parent Company
financial statements
1. Accounting principles
2. Net sales by segment
3. Personnel expenses
4. Depreciation and amortization
by function
5. Auditor’s fees
6. Other income
7. Other expenses
8. Financial income and expenses
9. Group contributions
10. Income tax
11. Deferred taxes
12. Intangible assets
13. Property, plant and equipment
14. Investments
15. Prepaid expenses and
186
187
189
190
190
192
192
192
192
192
193
193
193
193
194
194
195
196
accrued income
197
197
16. Shareholders’ equity
198
17. Distributable earnings
198
18. Fair value and other reserves
199
19. Fair value of financial instruments
200
20. Derivative financial instruments
21. Provisions
201
22. Long-term interest-bearing liabilities 201
23. Accrued expenses and
deferred revenue
24. Commitments and contingencies
25. Leasing contracts
26. Loans granted to the management
201
202
202
of the company
202
27. Notes to the statement of cash flows 202
202
28. Principal Group companies
202
29. Shares of the Parent Company
202
30. Risk management
31. Subsequent events
202
Signing of the Annual Accounts 2015
and proposal by the Board of
Directors for distribution of profit
Auditor’s report
203
204
NOKIA IN 2015
119
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
Other income
Other expenses
Operating profit
Share of results of associated companies and joint ventures
Financial income and expenses
Profit before tax
Income tax (expense)/benefit
Profit for the year from Continuing operations
Attributable to:
Equity holders of the parent
Non-controlling interests
Profit for the year from Continuing operations
Profit/(loss) for the year from Discontinued operations attributable to:
Equity holders of the parent
Non-controlling interests
Profit/(loss) for the year from Discontinued operations
Profit/(loss) for the year attributable to:
Equity holders of the parent
Non-controlling interests
Profit/(loss) for the year
Earnings per share 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
2, 5
6
6
6
11
11
18
12
13
3
2015
EURm
12 499
(7 046)
5 453
(2 126)
(1 652)
236
(223)
1 688
29
(177)
1 540
(346)
1 194
1 192
2
1 194
1 274
–
1 274
2 466
2
2 468
2014
EURm
11 762
(6 855)
4 907
(1 948)
(1 453)
135
(229)
1 412
(12)
(401)
999
1 719
2 718
2 710
8
2 718
752
6
758
3 462
14
3 476
2013
EURm
11 795
(7 157)
4 638
(1 970)
(1 483)
272
(785)
672
4
(277)
399
(271)
128
273
(145)
128
(888)
21
(867)
(615)
(124)
(739)
15
EUR
EUR
EUR
0.32
0.35
0.67
0.31
0.32
0.63
0.73
0.20
0.94
0.67
0.18
0.85
0.07
(0.24)
(0.17)
0.07
(0.24)
(0.17)
000s shares
000s shares
000s shares
3 670 934
3 670 934
3 670 934
3 698 723
3 698 723
3 698 723
3 712 079
3 712 079
3 712 079
3 949 312
3 949 312
3 949 312
4 131 602
4 131 602
4 131 602
3 733 364
3 712 079
3 712 079
120
NOKIA IN 2015
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 (expense)/income, net of tax
Total comprehensive income/(expense) for the year
Attributable to:
Equity holders of the parent
Non-controlling interests
Total comprehensive income/(expense) for the year
Attributable to equity holders of the parent:
Continuing operations
Discontinued operations
Total attributable to equity holders of the parent
Attributable to non-controlling interests:
Continuing operations
Discontinued operations
Total attributable to non-controlling interests
The notes are an integral part of these consolidated financial statements.
Notes
2015
EURm
2014
EURm
2 468
3 476
8
26
26
27
27
26, 27
112
(28)
(1 054)
322
(5)
113
2
(88)
(626)
1 842
1 837
5
1 842
1 513
324
1 837
5
–
5
(275)
96
820
(167)
(30)
106
40
16
606
4 082
4 061
21
4 082
2 350
1 711
4 061
16
5
21
2013
EURm
(739)
83
(3)
(496)
114
3
49
5
1
(244)
(983)
(863)
(120)
(983)
55
(918)
(863)
(139)
19
(120)
NOKIA IN 2015
121
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 and joint ventures
Available-for-sale investments
Deferred tax assets
Long-term loans receivable
Prepaid pension costs
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
Cash and cash equivalents
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
Defined benefit pension 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
Total liabilities
Total shareholders’ equity and liabilities
The notes are an integral part of these consolidated financial statements.
Notes
2015
EURm
2014
EURm
10, 16
16
17
18
19
14
19, 35
8
21
19, 22, 35
23
19, 35
19, 20, 35
19, 35
19, 35
19, 35
24
26
27
19, 35
14
8
19, 29
28
19, 35
19, 35
19, 20, 35
19, 35
29
28
237
323
695
84
1 004
2 634
49
25
51
5 102
1 014
3 913
749
171
21
107
687
2 167
6 995
15 824
20 926
246
380
(718)
292
204
3 820
6 279
10 503
21
10 524
2 023
61
423
1 254
250
4 011
1
50
114
446
1 910
3 395
475
6 391
10 402
20 926
2 563
350
716
51
828
2 720
34
30
47
7 339
1 275
3 430
913
124
1
266
418
2 127
5 170
13 724
21 063
246
439
(988)
1 099
22
3 083
4 710
8 611
58
8 669
2 576
32
530
1 667
301
5 106
1
115
174
481
2 313
3 632
572
7 288
12 394
21 063
122
NOKIA IN 2015
Consolidated statement
of cash flows
For the year ended December 31
Cash flow from operating activities
Profit/(loss) for the year
Adjustments, total
Change in net working capital
Cash from operations
Interest received
Interest paid
Other financial income and expenses, net (paid)/received
Income taxes, net paid
Net cash from operating activities
Cash flow from investing activities
Acquisition of businesses, net of acquired cash
Purchase of current available-for-sale investments, liquid assets
Purchase of investments at fair value through profit and loss, liquid assets
Purchase of non-current available-for-sale investments
(Payment of)/proceeds from other long-term loans receivable
(Payment of)/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 maturities and sale of investments at fair value through profit and loss,
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 increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Notes
2015
EURm
2014
EURm
2013
EURm
32
32
2 468
(261)
(998)
1 209
62
(99)
(375)
(290)
507
(98)
(3 133)
(311)
(88)
(2)
(17)
(314)
2 586
–
3 074
48
149
–
2
1 896
(173)
(52)
232
(24)
(55)
(512)
(584)
6
1 825
5 170
6 995
3 476
(2 262)
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)
(48)
(2 463)
7 633
5 170
(739)
1 913
(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)
(223)
(1 319)
8 952
7 633
(1) In 2014, 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 2015
123
Financial statements Consolidated statement
of changes in shareholders’ equity
EURm
At January 1, 2013
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(1)
Acquisition of non-controlling
Number
of shares
outstanding
(000s)
3 710 985
Notes
Share
capital
Share
issue
premium
Treasury
shares
Translation
differences
Reserve for
invested
non-
restricted
equity
Fair value
and other
reserves
Retained
earnings
Equity
holders of
the parent
Non-
controlling
interests
Total
246
446
(629)
746
(5)
3 136
3 997
7 937
1 302 9 239
27
26
26
27
(468)
114
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
Total other equity movements
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(1)
Disposal of subsidiaries
Acquisition of non-controlling
interests
Convertible bond—equity
component
Other movements
Total other equity movements
At December 31, 2014
154
38
–
(29)
(29)
154
154
3 712 427
–
246
169
615
26
(603)
42
434
(16)
80
(21)
3 115
(806)
2 581
(606)
6 468
(990) (1 596)
6 660
192
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
14
21
(188)
820
(148)
(30)
103
49
3 476
4 082
4
10
(10)
(427)
–
(9) (1 383)
(109)
(109)
(7)
(7)
(38)
(45)
3 648 143
–
246
(114)
(51)
(176)
439
(5)
(385)
(988)
–
1 099
1
1
22
55
(32) (1 326)
4 710
3 083
(114)
–
(1 918)
8 611
1
(114)
1
(155) (2 073)
8 669
58
124
NOKIA IN 2015
Number
of shares
outstanding
(000s)
3 648 143
Notes
Share
capital
Share
issue
premium
Treasury
shares
Translation
differences
Reserve for
invested
non-
restricted
equity
Fair value
and other
reserves
Retained
earnings
Equity
holders of
the parent
Non-
controlling
interests
Total
246
439
(988)
1 099
22
3 083
4 710
8 611
58
8 669
EURm
At December 31, 2014
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/(decrease), net
Profit for the year
Total comprehensive (loss)/
income for the year
Share-based payment
Excess tax benefit on
share-based payment
Settlement of performance
and restricted shares
Acquisition of treasury shares
Cancellation of treasury shares
Stock options exercise
Dividends(1)
Acquisition of non-controlling
interests
Convertible bond—equity
component
Convertible bond—conversion
to equity
Other movements
Total other equity movements
At December 31, 2015
27
26
26
27
–
–
34
(2)
(12)
1 281
(24 516)
24
1 042
313 681
(436)
–
3 939 195 246
(57)
(30)
8
(59)
380
(1 057)
252
85
(4)
95
6
1
2 466
(7)
78
(1 057)
78
4 (1 053)
252
(4)
95
7
2 466
1 837
34
(2)
(4)
(174)
–
4
(507)
252
(4)
95
6
2 468
1 842
34
(2)
(4)
(174)
–
4
(512)
(1)
2
5
(5)
–
(805)
182
–
2 460
24
(174)
427
(16)
4
(427)
(507)
(15)
(15)
(37)
(52)
57
–
–
(7)
270
(718)
(2)
(2)
292
–
204
750
(1)
737
3 820
720
(1)
55
10 503
1
(891)
6 279
720
(1)
(42)
13
21 10 524
(1) Dividend declared is EUR 0.16 per share and a special dividend declared is EUR 0.10 per share, subject to shareholders’ approval (dividend EUR 0.14 per share for 2014 and EUR 0.11 per share for 2013;
special dividend EUR 0.26 per share for 2013).
The notes are an integral part of these consolidated financial statements.
NOKIA IN 2015
125
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, the New York stock exchange and the Euronext Paris
stock exchange.
The Group is a leading global provider of network infrastructure
and related services, with a focus on mobile broadband, as well as
advanced technology development and licensing.
On March 31, 2016 the Board of Directors authorized the financial
statements for 2015 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.
The Group presents two businesses as Discontinued operations in
these consolidated financial statements. In 2015, the HERE business
was sold and this is referred to as the “Sale of the HERE Business”.
In 2014, substantially all of the Devices & Services business was
sold and this is referred to as the “Sale of the D&S Business”.
Refer to Note 3, Disposals treated as Discontinued operations.
In 2015, comparative presentation of certain items in the consolidated
financial statements has been modified 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
On January 1, 2015, the Group adopted amendments to multiple
IFRS standards, which resulted from the IASB’s annual improvement
projects for the 2010-2012 and 2011-2013 cycles. They comprise
amendments that result in accounting changes for presentation,
recognition or measurement purposes as well as terminology or
editorial amendments related to a variety of individual IFRS standards.
The amendments did not have a material impact on the Group’s
consolidated financial statements.
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
in 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.
Investment in associates and joint ventures
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. A joint venture is a type of joint
arrangement whereby the parties that have joint control of the
arrangement have rights to the net assets of the joint venture.
Joint control is the contractually agreed sharing of control of an
arrangement, which exists only when decisions about the relevant
activities require the unanimous consent of the parties sharing
control. The Group’s share of profits and losses of associates and
joint ventures is included in the consolidated income statement in
accordance with the equity method of accounting. Under the equity
method, the investment in an associate or joint venture 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 or joint venture 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, and the component represents a major line of
business or geographical area of operations, or is a part of a single
coordinated plan to dispose of a separate major line of business or
126
NOKIA IN 2015
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 operations.
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.
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.
Net sales includes revenue from all licensing negotiations, litigations
and arbitrations to the extent that the criteria for revenue recognition
have been met.
Research and development
Research costs are expensed as incurred. Development costs may
be recognized as an intangible asset if the Group has the technical
feasibility to complete the asset; has an ability and intention to use
or sell the asset; can demonstrate that the asset will generate future
economic benefits; has resources available to complete the asset;
and has the ability to measure reliably the expenditure during
development. The intangible asset is carried at cost less accumulated
amortisation and accumulated impairment losses. Amortisation of
the asset begins when development is complete and the asset is
available for use. The asset is amortised over the period of expected
future benefit.
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.
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.
NOKIA IN 2015
127
Financial statements Notes to consolidated financial statements continued
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. Plans that apply tranched vesting are
accounted for under the graded vesting model. 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.
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.
Current taxes are based on the results of the Group companies and
are calculated using the local tax laws and tax rates that are enacted
or substantively enacted at each consolidated statement of financial
position date. Corporate taxes withheld at the source of the income
on behalf of the Group companies, both recoverable and irrecoverable,
as well as penalties and interests on income taxes are accounted for
in income taxes.
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 before the unused tax losses
or unused tax credits expire. 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 tax liabilities are provided on taxable
temporary differences arising from investments in subsidiaries,
associates and joint arrangements, except for deferred 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.
Foreign currency translation
Functional and presentation currency
The financial statements of all Group entities are measured using
functional currency, which is 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.
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.
128
NOKIA IN 2015
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.
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.
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.
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:
NOKIA IN 2015
129
Financial statements Notes to consolidated financial statements continued
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; and
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 cash and cash equivalents. 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) Available-for-sale investments, liquid assets consist of highly liquid,
fixed-income and money-market investments with maturities at
acquisition of more than three months, as well as bank deposits
with maturities or contractual call periods at acquisition of more than
three months.
(2) Investments in technology-related publicly quoted equity shares
or unlisted private equity shares and unlisted venture 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.
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.
Cash and cash equivalents
Cash and cash equivalents consist of cash at bank and in hand and
available-for-sale investments, cash equivalents. Available-for-sale
investments, cash equivalents consist of 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,
as well as bank deposits with maturities or contractual call periods at
acquisition of three months or less. Due to the high credit quality
and short-term nature of these investments, there is an insignificant
risk of change in value.
Accounts receivable
Accounts receivable include amounts invoiced to customers, amounts
where the Group’s revenue recognition criteria have been fulfilled but
the customers have not yet been invoiced, and amounts where the
contractual rights to the cash flows have been confirmed but the
customers have not yet been invoiced. Billed 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
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NOKIA IN 2015
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.
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.
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.
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.
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.
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.
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, expressed either 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.
NOKIA IN 2015
131
Financial statements Notes to consolidated financial statements continued
Cash flow hedges: hedging of cash flow variability on variable
rate liabilities
From time to time, 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 announced. Restructuring costs consist primarily
of personnel restructuring charges. The other main components are
costs associated with 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. An onerous contract is a contract in which
the unavoidable costs of meeting the obligations under the contract
exceed the economic benefits expected to be received under it.
Litigation provisions
The Group provides for the estimated future settlements related
to litigation 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 legal and constructive obligations based
on the expected cost of executing any such commitments.
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 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 as well as the determination of the acquisition
date, when the valuation and allocation is to be conducted require
estimation and judgment.
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NOKIA IN 2015
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.
Judgment is required in determining the date on which the Group
obtains control of the acquiree (acquisition date). On April 15, 2015,
the Group and Alcatel Lucent announced their intention to combine
through a Public Exchange Offer (the “Exchange Offer”) in France and
in the United States. As part of the Exchange Offer, all holders of
Alcatel Lucent ordinary shares, Alcatel Lucent American Depositary
Shares (“ADS”) and OCEANE convertible bonds (collectively, the
“Alcatel Lucent Equity Securities”) could exchange their Alcatel Lucent
Equity Securities for Nokia shares on the basis of 0.55 of a new
Nokia share for every Alcatel Lucent share.
The initial Exchange Offer period closed in December 2015. On
January 7, 2016 the Exchange Offer was completed and shares were
exchanged, which created legal standing for the acquisition. Under
IFRS 3, however, the Group concluded that it was already the public
announcement of the interim results of the successful initial Exchange
Offer by the French stock market authority, Autorité des Marchés
Financiers (“AMF”) on January 4, 2016 that established a shared
understanding between the Group, Alcatel Lucent and Alcatel Lucent
shareholders that control of Alcatel Lucent had passed to the Group,
and therefore the results of operations will be consolidated from
January 4, 2016. Refer to Note 36, Subsequent events.
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.
Net sales includes revenue from all licensing negotiations, litigations
and arbitrations to the extent that the criteria for revenue recognition
have been met. The final outcome may differ from the current
estimate. Refer to Note 5, Revenue recognition.
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 1 840 million (EUR 1 884 million in 2014)
and the fair value of plan assets amounts to EUR 1 451 million
(EUR 1 387 million in 2014). Refer to Note 8, Pensions.
Income taxes
The Group is subject to income taxes in both 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 related to the recoverability of deferred
tax assets 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 1 412 million (EUR 2 550 million in 2014).
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 deductible temporary differences, unused tax losses and
unused tax credits before the unused tax losses and unused tax
credits expire. 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 of the amount and likelihood of outflow of economic
resources 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.
Carrying value of cash-generating units (“CGUs”)
The recoverable amounts of the Group’s CGUs are 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. Based on these estimates and assumptions, goodwill
amounts to EUR 237 million (EUR 2 563 million in 2014). 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 62 million
(EUR 103 million in 2014), representing 2% of accounts receivable
(3% in 2014). Refer to Note 22, Allowances for doubtful accounts.
NOKIA IN 2015
133
Financial statements Notes to consolidated financial statements continued
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 of 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 195 million
(EUR 204 million in 2014), representing 16% of inventory (14% in
2014). Refer to Note 21, Inventories.
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 Group will adopt the standard on the effective date
of January 1, 2018. The adoption of the new standard is likely to have
an impact on revenue recognition. The impact of IFRS 15 is currently
being assessed.
IFRS 16, Leases, was issued in January 2016 and sets out the
principles for the recognition, measurement, presentation and
disclosure requirements on leases. The Group expects to adopt the
standard on the effective date of January 1, 2019. The standard
provides a single lessee accounting model, requiring lessees to
recognize assets and liabilities for all leases unless the lease term
is 12 months or less or the underlying asset has a low value. The
adoption of the new standard will have an impact on the way leases
are recognized and presented. The full impact of IFRS 16 is currently
being assessed.
On January 1, 2016, the Group will adopt amendments to multiple
IFRS standards, which result from the IASB’s annual improvement
projects for the 2012-2014 cycle. They comprise amendments
that result in accounting changes for presentation, recognition
or measurement purposes as well as terminology or editorial
amendments related to a variety of individual IFRS standards.
The amendments will not have a material impact on the Group’s
consolidated financial statements.
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 is
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 688 million (EUR 556 million in 2014), representing
6% of total financial assets measured at fair value on a recurring basis
(7% in 2014). 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 725 million (EUR 873 million in 2014). 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.
134
NOKIA IN 2015
2. Segment information
The Group has two businesses: Nokia Networks and Nokia Technologies; and three operating and reportable segments in its Continuing
operations for financial reporting purposes: Mobile Broadband and Global Services within Nokia Networks, and Nokia Technologies.
Two businesses are presented as Discontinued operations. The HERE business formed an operating and reportable segment until
December 4, 2015 when its sale was completed. The Devices & Services business 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. On August 3, 2015 the Group announced the Sale of the HERE Business to a
consortium of leading automotive companies, comprising AUDI AG, BMW Group and Daimler AG. Subsequent to the announcement, the Group
has presented the HERE business as Discontinued operations. Refer to Note 3, Disposals treated as Discontinued operations.
The chief operating decision maker receives monthly financial information for the Group’s operating and reportable segments. Key financial
performance measures of the reportable segments include primarily non-IFRS net sales and non-IFRS operating profit. The chief operating
decision maker evaluates the performance of the segments and allocates resources to them based on non-IFRS operating profit. The non-IFRS
operating profit of Mobile Broadband, Global Services and Nokia Technologies excludes restructuring and associated charges, purchase price
accounting-related charges and certain other items not directly related to these segments.
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.
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 HERE business focused 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.
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.
NOKIA IN 2015
135
Financial statements Notes to consolidated financial statements continued
Segment data
Segment
EURm
Continuing operations
2015
Net sales to external customers
Net sales to other segments
Depreciation and amortization
Impairment charges
Operating profit
Share of results of associated
companies and joint ventures
2014
Net sales to external customers
Net sales to other segments
Depreciation and amortization
Impairment charges
Operating profit
Share of results of associated
companies and joint ventures
2013
Net sales to external customers
Net sales to other segments
Depreciation and amortization
Impairment charges
Operating profit
Share of results of associated
companies and joint ventures
Mobile
Broadband(1)
Global
Services(1)
Nokia
Networks
Other
Nokia
Networks
Total
Nokia
Technologies(1)
Group
Common
Functions Eliminations
Non-IFRS(2)
Non-IFRS(2)
total
exclusions
Total
6 064
–
153
–
604
5 422
–
41
–
653
4
–
–
–
–
11 490
–
194
–
1 257
1 009
15
6
–
720
–
–
43
43
6 038
1
131
–
683
5 105
–
34
–
653
54
–
–
–
28
11 197
1
165
–
1 364
–
–
(9)
(9)
5 346
1
157
1
422
5 752
1
50
1
693
182
–
6
–
(26)
11 280
2
213
2
1 089
–
–
8
8
–
564
14
1
–
357
–
515
14
3
–
329
–
–
–
7
11
(28)
(14)
1
–
7
15
(121)
(3)
–
–
3
6
(30)
(4)
–
(15)
–
–
–
12 499
–
207
11
1 949
–
–
79
–
(261)
12 499
–
286
11
1 688
–
29
–
29
–
(15)
–
–
–
11 762
–
173
15
1 600
–
–
67
–
(188)
11 762
–
240
15
1 412
–
(12)
–
(12)
–
(16)
–
–
–
–
11 795
–
219
8
1 388
–
–
100
12
(716)
11 795
–
319
20
672
4
–
4
(1) Represents an operating and reportable segment.
(2) Non-IFRS measures exclude goodwill impairment charges, intangible asset amortization and items related to purchase price allocation, as well as restructuring-related costs, costs related to the
Alcatel Lucent transaction and certain other items that may not be indicative of the Group’s underlying business.
Reconciliation of total non-IFRS operating profit to total operating profit
EURm
Total non-IFRS operating profit
Restructuring and associated charges(1)
Transaction and related costs, including integration costs relating to
Alcatel Lucent acquisition(2)
Amortization of acquired intangible assets(3)
Divestment of businesses(3)
Country and contract exit charges(3)
Other
Total operating profit
2015
1 949
(123)
(99)
(79)
–
–
40
1 688
2014
1 600
(57)
(39)
(67)
–
–
(25)
1 412
2013
1 388
(373)
(18)
(100)
(157)
(52)
(16)
672
(1) In 2015, includes EUR 121 million related to Nokia Networks, EUR 3 million related to Nokia Technologies and a reversal of EUR 1 million related to Group Common Functions. In 2014, included
EUR 57 million related to Nokia Networks. In 2013, included EUR 361 million related to Nokia Networks, EUR 2 million related to Nokia Technologies and EUR 10 million related to Group Common Functions.
(2) Relates to Group Common Functions.
(3) Relates to Nokia Networks.
136
NOKIA IN 2015
Net sales to external customers by geographic location of customer
EURm
Finland(1)
United States
China
India
Japan
Russia
United Kingdom
Taiwan
Saudi Arabia
Italy
Other
Total
(1) All Nokia Technologies net sales are allocated to Finland.
Non-current assets by geographic location(1)
EURm
Finland
United States
China
India
Other
Total
(1) Consists of goodwill and other intangible assets and property, plant and equipment.
3. Disposals treated as Discontinued operations
Results of Discontinued operations
EURm
Net sales
Cost of sales
Gross profit
Research and development expenses
Selling, general and administrative expenses
Other income and expenses
Operating profit/(loss)
Share of results of associated companies and joint ventures
Financial income and expenses
Profit/(loss) before tax
Income tax benefit/(expense)
Profit/(loss) for the year, ordinary activities
Gain on the Sale of the HERE and D&S Businesses, net of tax
Profit/(loss) for the year
2015
1 100
1 489
1 323
1 098
877
438
394
389
364
355
4 672
12 499
2015
1 075
(244)
831
(498)
(213)
(23)
97
–
(9)
88
8
96
1 178
1 274
2014
680
1 445
994
768
1 194
498
296
387
291
345
4 864
11 762
2015
724
159
129
70
173
1 255
2014
3 428
(2 325)
1 103
(899)
(628)
(1 354)
(1 778)
–
10
(1 768)
(277)
(2 045)
2 803
758
2013
572
1 255
881
641
1 388
377
369
303
297
313
5 399
11 795
2014
574
2 686
117
71
181
3 629
2013
11 649
(8 734)
2 915
(1 778)
(1 747)
(133)
(743)
1
7
(735)
(132)
(867)
–
(867)
Sale of the HERE Business
On August 3, 2015 the Group announced the Sale of the HERE Business to a consortium of leading automotive companies, comprising AUDI AG,
BMW Group and Daimler AG. Subsequent to the announcement, the Group has presented the HERE business as Discontinued operations. The
HERE business was previously an operating and reportable segment and its business focused on the development of location intelligence,
location-based services and local commerce. The Sale of the HERE Business was completed on December 4, 2015.
NOKIA IN 2015
137
Financial statements Notes to consolidated financial statements continued
Gain on the Sale of the HERE Business
Fair value of sales proceeds less costs to sell(1)
Net assets disposed of
Total
Foreign exchange differences reclassified from other comprehensive income(2)
Gain before tax
Income tax benefit(3)
Total gain
(1) Comprises purchase price of EUR 2 800 million, offset by adjustments for certain defined liabilities of EUR 249 million.
(2) Includes cumulative translation differences for the duration of ownership from translation of mainly US dollar denominated balances into euro.
(3) The disposal was largely tax exempt, the tax benefit is due to hedging-related tax deductible losses.
Assets and liabilities, HERE business
Assets and liabilities disposed of at December 4, 2015:
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
Cash and cash equivalents and current available-for-sale investments, liquid assets
Total assets
Deferred tax liabilities and other liabilities
Trade and other payables
Deferred income and accrued expenses
Provisions
Total liabilities
Net assets disposed of
Results of Discontinued operations, HERE business
EURm
Net sales
Cost of sales
Gross profit
Research and development expenses
Selling, general and administrative expenses
Other income and expenses(1)
Operating profit/(loss)
Share of results of associated companies and joint ventures
Financial income and expenses
Profit/(loss) before tax
Income tax (expense)/benefit(2)
Profit/(loss) for the period, ordinary activities
Gain on the Sale of the HERE Business, net of tax(3)
Profit/(loss) for the period
Costs and expenses include:
Depreciation and amortization
Impairment charges
(1) In 2014, includes impairment of goodwill of EUR 1 209 million.
(2) Excludes the tax impact of the disposal.
(3) Represents net gain on disposal.
2015
1 075
(243)
832
(498)
(198)
(18)
118
–
2
120
–
120
1 178
1 298
(33)
–
2014
970
(239)
731
(545)
(181)
(1 247)
(1 242)
–
5
(1 237)
(310)
(1 547)
–
(1 547)
(57)
(1 209)
EURm
2 551
(2 667)
(116)
1 174
1 058
120
1 178
December 4, 2015
2 722
115
151
14
174
87
56
3 319
286
55
306
5
652
2 667
2013
914
(208)
706
(648)
(187)
(24)
(153)
1
(3)
(155)
68
(87)
–
(87)
(241)
–
138
NOKIA IN 2015
Cash flows from Discontinued operations, HERE business
EURm
Net cash from operating activities
Net cash from/(used in) investing activities
Net cash flow for the period
2015
12
2 503
2 515
2014
106
(104)
2
2013
62
(39)
23
Goodwill impairment
In the third quarter 2015, in connection with the Group’s announcement of the Sale of the HERE Business on August 3, 2015, the carrying
value of the HERE CGU was reassessed. Estimated net sale proceeds less costs of disposal were in excess of the carrying value of the HERE CGU.
In 2014, 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 incorporated 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 indicated 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.
In 2014, the HERE CGU corresponded to the HERE operating and reportable segment.
The recoverable amount of the HERE CGU was determined using the fair value less costs of disposal method. In the absence of observable
market prices, the recoverable amount was estimated based on an income approach, specifically a discounted cash flow model. The cash flow
projection used in calculating the recoverable amount was based on financial plans approved by management covering an explicit forecast
period of five years and reflected 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 was categorized was level 3. Refer to Note 19,
Fair value of financial instruments for the fair value hierarchy.
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 carrying value of goodwill allocated to the CGU after the impairment charge at the impairment testing date was
EUR 2 273 million. The impairment charge was 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 incorporated 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 reflected the current assessment of risks related to the growth opportunities that management planned 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 key assumptions applied in the impairment testing analysis for the HERE CGU were terminal growth rate of 1.2% and post-tax discount
rate of 11.0%. Terminal growth rates reflected long-term average growth rates for the industry and economies in which the CGU operated.
The discount rates reflected current assessments of the time value of money and relevant market risk premiums. Risk premiums reflected risks
and uncertainties for which the future cash flow estimates had not been adjusted. Other key variables in future cash flow projections included
assumptions on estimated sales growth, gross margin and operating margin. All cash flow projections were consistent with external sources
of information, wherever possible.
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 smartphones powered by the Windows Phone
system. Mobile Phones focused on the area of mass market entry, feature phones and affordable smartphones. 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 was 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 in
perpetuity. The value allocated to the Sale of the D&S Business was EUR 3 790 million and the fair value of the mutual patent agreement and
the future option was EUR 1 650 million. The gain on disposal was 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.
NOKIA IN 2015
139
Financial statements Notes to consolidated financial statements continued
Gain on the Sale of the D&S Business
Fair value of sales proceeds less costs to sell(1)
Net assets disposed of
Settlement of Windows Phone royalty(2)
Other
Total
Foreign exchange differences reclassified from other comprehensive income
Gain before tax
Income tax expense(3)
Total gain
EURm
5 167
(2 347)
383
(28)
3 175
(212)
2 963
(160)
2 803
(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.
(3) 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.
Assets and liabilities, Devices & Services business
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
Cash and cash equivalents and current available-for-sale investments, liquid assets
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
Results of Discontinued operations, Devices & Services business
EURm
Net sales
Cost of sales
Gross (loss)/profit
Research and development expenses
Selling, general and administrative expenses
Other income and expenses
Operating loss
Financial income and expenses
Loss before tax
Income tax benefit/(expense)(1)
Loss for the period, ordinary activities
Gain on the Sale of the D&S Business, net of tax(2)
(Loss)/profit for the period
Costs and expenses include:
Depreciation and amortization
Impairment charges
(1) Excludes the tax impact of the disposal.
(2) Represents net gain on disposal.
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
2014
2 458
(2 086)
372
(354)
(447)
(107)
(536)
5
(531)
33
(498)
2 803
2 305
–
(111)
December 31, 2013
1 426
559
381
347
691
1 854
–
5 258
114
1 381
2 220
1 013
4 728
–
–
2013
10 735
(8 526)
2 209
(1 130)
(1 560)
(109)
(590)
10
(580)
(200)
(780)
–
(780)
(168)
–
2015
–
(1)
(1)
–
(15)
(5)
(21)
(11)
(32)
8
(24)
–
(24)
–
–
140
NOKIA IN 2015
Cash flows from Discontinued operations, Devices & Services business
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 period
2015
(6)
50
–
44
2014
(1 054)
2 480
(9)
1 417
2013
(1 062)
(130)
(21)
(1 213)
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
In 2015, the Group acquired two businesses (four businesses in 2014). The combined purchase consideration amounts to EUR 96 million
(EUR 175 million in 2014). The combined goodwill arising on acquisition amounts to EUR 7 million (EUR 76 million in 2014) and is attributable
to assembled workforce and post-acquisition synergies. The Group expects that the majority of goodwill acquired in 2015 will be deductible
for tax purposes. The Group expects that the majority of goodwill acquired in 2014 will not be deductible for tax purposes.
Acquisitions during 2015 and 2014:
Company/business
Description
2015
Wireless network
business of Panasonic
Eden Rock
Communications, LLC
2014
SAC Wireless(1)
Medio Systems Inc.(2)
Desti(2)
Mesaplexx Pty Ltd.
The business transfer included Panasonic’s LTE/3G wireless base station system business, related wireless
equipment system business, fixed assets and business contracts with Panasonic’s customers as well as more than
300 Panasonic employees. The Group acquired the business through an asset transaction on January 1, 2015.
Eden Rock Communications is pioneer in SON and creator of Eden-NET, an industry leading multivendor centralized
in SON solution. The Group acquired 100% ownership interest on July 10, 2015.
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 through an asset transaction 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) HERE business acquisitions.
Total consideration paid, aggregate fair values of intangible assets, other net assets acquired and resulting goodwill at each acquisition date:
EURm
Other intangible assets
Other net assets
Total identifiable net assets
Goodwill
Total purchase consideration(1)
2015
56
33
89
7
96
2014
77
22
99
76
175
(1) In 2015, the total purchase consideration does not correspond with the acquisition of businesses, net of acquired cash in the consolidated statement of cash flows due to foreign exchange rate used
and the closing mechanism. In 2014, the total purchase consideration of the HERE acquisitions amounted to EUR 84 million of which goodwill was EUR 65 million.
The intangible assets are primarily customer-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 (EUR 3 million in 2014) have been charged to selling, general and administrative expenses in the
consolidated income statement.
NOKIA IN 2015
141
Financial statements Notes to consolidated financial statements continued
5. Revenue recognition
EURm
Continuing operations
Revenue from sale of products and licensing
Nokia Networks
Nokia Technologies
Revenue from services
Nokia Networks
Contract revenue recognized under percentage
of completion accounting
Nokia Networks
Eliminations and Group Common Functions
Total
2015
7 060
6 036
1 024
5 395
5 395
59
59
(15)
12 499
2014
6 462
5 884
578
4 961
4 961
353
353
(14)
11 762
Revenue recognition-related positions for construction contracts in progress at December 31:
EURm
Contract revenues recorded prior to billings
Billings in excess of costs incurred
Advances received
Retentions
2015
Liabilities
29
–
Assets
16
2
Assets
82
12
2013
5 489
4 960
529
5 310
5 310
1 012
1 012
(16)
11 795
2014
Liabilities
40
1
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
are EUR 670 million at December 31, 2015 (EUR 4 219 million in 2014), the majority of which relate 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.
142
NOKIA IN 2015
6. Expenses by nature
EURm
Continuing operations
Personnel expenses(1) (Note 7)
Cost of material
Subcontracting costs
Depreciation and amortization (Note 9)
Real estate costs
Other
Total(2)
2015
2014
2013
3 617
2 907
2 323
286
236
1 455
10 824
3 340
2 957
2 211
240
232
1 276
10 256
3 426
2 755
2 659
319
306
1 146
10 610
(1) Excludes EUR 121 million (EUR 41 million in 2014 and EUR 209 million in 2013) restructuring-related personnel expenses recognized in other expenses.
(2) In 2015, the Group recorded amounts in order to correct items previously reported in 2014 and 2013 as cost of sales and reductions to accounts receivable. The impact of this correction was to reduce
cost of sales in 2015 by EUR 37 million, of which EUR 7 million related to 2014 and EUR 30 million to 2013. The error related to businesses divested in 2013 where the Group continued to operate
certain accounting functions under a transitional arrangement and erroneously recorded pass-through costs of the disposed businesses as costs of the Group.
Rental expenses included in the above line items amount to EUR 164 million (EUR 171 million in 2014 and EUR 241 million in 2013).
7. Personnel expenses
EURm
Continuing operations
Salaries and wages
Share-based payment expense (Note 25)
Pension expense, net
Other social expenses
Total
2015
3 075
67
223
373
3 738
2014
2 797
53
189
342
3 381
Personnel expenses include termination benefits. Pension expense, comprising multi-employer, insured and defined contribution plans
is EUR 172 million ( EUR 146 million in 2014 and EUR 143 million in 2013). Expenses related to defined benefit plans are EUR 51 million
(EUR 43 million in 2014 and EUR 46 million in 2013). Refer to Note 8, Pensions.
Average number of employees
Nokia Networks(1)
Nokia Technologies
Group Common Functions(1)
Total
2015
55 509
596
585
56 690
2014
50 557
650
292
51 499
(1) In 2014, the average number of employees was restated to account for a transfer of employees from Nokia Networks to Group Common Functions.
2013
3 030
37
189
379
3 635
2013
52 564
657
215
53 436
NOKIA IN 2015
143
Financial statements Notes to consolidated financial statements continued
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 total net accrued pension cost of EUR 398 million (EUR 500 million in 2014) consists of an accrual of EUR 423 million (EUR 530 million
in 2014) and a prepayment of EUR 25 million (EUR 30 million in 2014).
Defined benefit plans
The Group’s most significant defined benefit pension plans are in Germany, the United Kingdom, India and Switzerland. Together they account
for 91% (91% in 2014) of the Group’s total defined benefit obligation and 92% (92% in 2014) 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:
EURm
Germany
United Kingdom
India
Switzerland
Other
Total
2015
2014
2015
2014
2015
2014
2015
2014
Defined benefit obligation
Fair value of plan assets
Effects of asset ceiling
Net defined benefit balance
(1 279)
(128)
(147)
(112)
(174)
(1 840)
(1 381)
(122)
(117)
(102)
(162)
(1 884)
980
136
144
76
115
1 451
965
130
112
70
110
1 387
(4)
(5)
(9)
(1)
(2)
(3)
(299)
8
(7)
(36)
(64)
(398)
(416)
8
(6)
(32)
(54)
(500)
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. Curtailment gains of
EUR 1 million (EUR 4 million in 2013) were recognized in service costs following a reduction in the workforce.
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 2015, a curtailment gain of EUR 4 million was
recognized in service costs following a restructuring plan. 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.
144
NOKIA IN 2015
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:
EURm
At January 1
Transfer to Discontinued operations
Current service cost
Interest (expense)/income
Past service cost and gains on curtailments
Settlements
Other movements(1)
Remeasurements:
Return on plan assets, excluding amounts included
in interest income
Loss from change in demographic assumptions
Gain/(loss) from change in financial assumptions
Experience 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(2)
At December 31
2015
2014
Present
value of
obligation
Fair value
of plan
assets
(1 884)
16
(46)
(49)
5
(90)
114
114
(35)
(16)
60
(4)
(1)
4
(1 840)
1 387
(5)
40
(1)
39
2
2
28
26
16
(47)
4
1
28
1 451
Impact of
minimum
funding/
asset ceiling
(3)
–
(6)
(6)
–
(9)
Present
value of
obligation
Fair value
of plan
assets
Impact of
minimum
funding/
asset ceiling
(1 453)
1 261
(7)
(39)
(59)
9
52
(8)
(89)
44
–
(1)
(321)
(16)
(338)
(31)
(12)
55
(1)
(15)
(4)
(1 884)
44
44
28
28
12
(35)
1
4
38
1 387
4
4
–
(3)
Total
(500)
11
(46)
(9)
5
–
(1)
(51)
2
–
114
–
(6)
110
(7)
26
–
13
–
–
32
(398)
Total
(199)
–
(39)
(7)
–
1
–
(45)
44
(1)
(321)
(16)
4
(290)
(3)
28
–
20
–
(11)
34
(500)
(1) In 2015, other movements relate to the administration costs that are deducted from plan assets.
(2) In 2014, 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.
Present value of obligations include EUR 428 million (EUR 407 million in 2014) of wholly funded obligations, EUR 1 337 million (EUR 1 408 million
in 2014) of partly funded obligations and EUR 75 million (EUR 69 million in 2014) of unfunded obligations.
Amounts included in personnel expenses in the consolidated income statement for the years ended December 31:
EURm
Current service cost
Past service cost and gains and losses on curtailments
Net interest cost
Settlements
Other(1)
Total
(1) Other includes administration costs that are deducted from plan assets.
2015
46
(5)
9
–
1
51
2014
39
–
7
(1)
–
45
2013
44
(5)
11
(4)
–
46
NOKIA IN 2015
145
Financial statements Notes to consolidated financial statements continued
Movements in pension remeasurements recognized in other comprehensive income for the years ended December 31:
EURm
Return on plan assets (excluding interest income), gain
Changes in demographic assumptions, (loss)/gain
Changes in financial assumptions, gain/(loss)
Experience adjustments, (loss)/gain
Current year change in asset ceiling
Total
2015
2
–
114
–
(6)
110
Actuarial assumptions
The principal actuarial weighted average assumptions used for determining the defined benefit obligation:
%
Discount rate for determining present values
Annual rate of increase in future compensation levels
Pension growth rate
Inflation rate
2014
44
(1)
(321)
(16)
4
(290)
2015
3.0
2.6
1.3
1.4
2013
15
4
93
6
(4)
114
2014
2.6
1.9
1.4
1.6
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:
Germany
United Kingdom
India
Switzerland
Total weighted average for all countries
2015
2014
2015
Discount rate %
Mortality table
2.5
3.6
7.8
0.7
3.0
2.0
3.5
7.9
0.9
2.6
Richttafeln 2005 G
S2PA table adjusted(1)
IALM (2006-08)
BVG2010G
(1) Tables are adjusted down by one year for males and down by three years for females.
The sensitivity of the defined benefit obligation to changes in the principal assumptions:
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(1)
Decrease in assumption(1)
EURm
235
(43)
(169)
(192)
(54)
EURm
(299)
36
165
186
54
(1) Positive movement indicates a reduction in the defined benefit obligation; a negative movement indicates an increase in the defined benefit obligation.
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.
146
NOKIA IN 2015
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
EURm
Equity securities
Debt securities
Insurance contracts
Real estate
Short-term investments
Others
Total
2015
Unquoted
98
78
77
9
90
352
Total
348
725
78
77
133
90
1 451
%
24
51
5
5
9
6
100
Quoted
296
665
108
1 069
2014
Unquoted
104
74
68
72
318
Total
296
769
74
68
108
72
1 387
%
22
55
5
5
8
5
100
Quoted
348
627
124
1 099
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 in 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 2014). Refer to Note 34, Related party transactions.
Future cash flows
Employer contributions expected to be made in 2016 are EUR 29 million. The weighted average duration of the defined benefit obligations
is 15 years at December 31, 2015.
The expected maturity analysis of undiscounted benefits paid from the defined benefit plans of the Continuing operations:
EURm
Pension benefits
2016
64
2017
47
2018
48
2019
72
2020
46
2021-2025
285
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 35 million (EUR 32 million in 2014 and EUR 20 million in 2013).
(2) Includes amortization of acquired intangible assets of EUR 44 million (EUR 35 million in 2014 and EUR 80 million in 2013 ).
2015
55
122
109
286
2014
40
107
93
240
NOKIA IN 2015
2013
56
120
143
319
147
Financial statements
Notes to consolidated financial statements continued
10. Impairment
Continuing operations
Goodwill
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, 2015 (November 30 in 2014).
The carrying value of goodwill allocated to the Group’s CGUs at the impairment testing date:
EURm
Global Services
Radio Access Networks in Mobile Broadband
2015
124
115
2014
106
96
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 the previous year. 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.
The key assumptions applied in the impairment testing analysis for the CGUs:
Key assumption %
Terminal growth rate
Post-tax discount rate
2015
Radio Access Networks group
of CGUs in Mobile Broadband
1.0
9.2
2014
2.6
9.4
2015
Global Services group of CGUs
1.0
8.7
2014
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 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 2015 or 2014. 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 2015 or 2014.
In 2014, the Group recorded an impairment charge of EUR 1 209 million relating to the discontinued HERE CGU. Refer to Note 3, Disposals
treated as Discontinued operations.
Other non-current assets
Impairment charges by asset category:
EURm
Property, plant and equipment
Available-for-sale investments
Total
2015
–
11
11
2014
–
15
15
2013
12
8
20
Property, plant and equipment
In 2013, Nokia Networks recognized an impairment charge of EUR 6 million 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.
Available-for-sale investments
The Group recognized an impairment charge of EUR 11 million (EUR 15 million in 2014 and EUR 8 million in 2013) as certain equity 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.
148
NOKIA IN 2015
11. Other income and expenses
EURm
2015
2014
2013
Continuing operations
Other income
Realized gains from unlisted venture funds
VAT and other indirect tax refunds and social security credits
Profit on sale of other property, plant and equipment
Divestment of businesses
Indemnification and settlement related to acquisition of businesses
Interest income from customer receivables and overdue payments
Compensation for litigation costs
Subsidies and government grants
Rental income
Foreign exchange gain on hedging forecasted sales and purchases
Gain on sale of real estate
Other miscellaneous income
Total
Other expenses
Restructuring and associated charges
Realized losses and expenses from unlisted venture funds
Foreign exchange loss on hedging forecasted sales and purchases
Sale of receivables transactions
Impairment charges
Loss on disposals and retirements of property, plant and equipment
Country and contract exit charges
VAT and other indirect tax write-offs and provisions
Contractual remediation costs
Valuation allowances for doubtful accounts
Environmental risk provision
Transaction costs related to the Sale of the D&S Business
Divestment of businesses
Other miscellaneous expenses
Total
144
17
8
8
8
6
6
4
2
2
–
31
236
(120)
(47)
(22)
(21)
(11)
(5)
(3)
(3)
5
24
–
–
–
(20)
(223)
18
7
7
8
–
23
–
15
22
–
8
27
135
(61)
–
(15)
(39)
(13)
(12)
–
(15)
(31)
5
(5)
4
–
(47)
(229)
97
7
26
–
–
27
–
6
25
36
6
42
272
(373)
–
(24)
(53)
(13)
(20)
(52)
(37)
–
(30)
–
(18)
(157)
(8)
(785)
NOKIA IN 2015
149
Financial statements Notes to consolidated financial statements continued
12. Financial income and expenses
EURm
2015
2014
2013
Continuing operations
Interest income on investments and loans receivable
Net interest expense on derivatives not under hedge accounting
Interest expense on financial liabilities carried at amortized cost(1)
Net realized gains on disposal of fixed income available-for-sale financial investments
Net fair value (losses)/gains 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 gains/(losses) on hedged items under fair value hedge accounting
Net fair value (losses)/gains on hedging instruments under fair value hedge accounting
Net foreign exchange gains/(losses):
From foreign exchange derivatives designated at fair value through profit and loss
From the revaluation of statement of financial position
Other financial income(2)
Other financial expenses
Total
31
(4)
(135)
2
(2)
(5)
7
(12)
239
(315)
31
(14)
(177)
50
(4)
(387)
1
20
(20)
(18)
17
162
(223)
15
(14)
(401)
(1) In 2014, interest expense includes 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.
(2) Includes distributions of EUR 25 million (EUR 14 million in 2014 and EUR 44 million in 2013) from private venture funds held as non-current available-for-sale investments.
13. Income tax
EURm
Continuing operations
Current tax
Deferred tax
Total
Finnish entities
Entities in other countries
Total
2015
(258)
(88)
(346)
(179)
(167)
(346)
2014
(300)
2 019
1 719
1 841
(122)
1 719
107
(4)
(319)
2
(29)
32
69
(62)
(28)
(73)
48
(20)
(277)
2013
(321)
50
(271)
(87)
(184)
(271)
Reconciliation of the difference between income tax computed at the statutory rate in Finland of 20% (20% in 2014 and 24.5% in 2013) and
income tax recognized in the consolidated income statement is as follows:
EURm
Income tax expense at statutory rate
Permanent differences
Non-creditable withholding taxes
Income taxes for prior years
Income taxes on foreign subsidiaries’ profits in excess of income taxes
at statutory rate
Effect of deferred tax assets not recognized(1)
Benefit arising from previously unrecognized deferred tax assets(2)
Net decrease/(increase) in uncertain tax positions
Change in income tax rates
Income taxes on undistributed earnings
Other
Total income tax (expense)/benefit
Tax charged/(credited) to equity
2015
(308)
16
(17)
6
(50)
(35)
38
4
–
(7)
7
(346)
5
2014
(200)
(41)
(31)
(14)
(47)
(26)
2 081
–
(1)
–
(2)
1 719
(7)
2013
(98)
34
(35)
1
(7)
(137)
–
(13)
(7)
(6)
(3)
(271)
6
(1) In 2013, relates primarily to Nokia Networks’ Finnish and German unrecognized deferred tax assets.
(2) In 2014, relates primarily to the Group’s Finnish tax losses, unused tax credits and temporary differences for which deferred tax was re-recognized.
150
NOKIA IN 2015
Current income tax liabilities and assets include net EUR 394 million (EUR 387 million in 2014) 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 tax authorities in India 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. The Group 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.
14. Deferred taxes
EURm
Tax losses carried forward and unused tax credits
Undistributed earnings
Intangible and tangible assets
Prepaid pension costs
Other non-current assets
Inventories
Other current assets
Defined benefit pension liabilities
Other non-current liabilities
Provisions
Other current liabilities
Other temporary differences
Total before netting
Reclassification due to netting of deferred tax
assets and liabilities
Total after netting
Deferred
tax assets
916
–
1 321
1
4
85
43
154
1
106
191
29
2 851
(217)
2 634
2015
Deferred
tax liabilities
–
(15)
(154)
(9)
(12)
(6)
(41)
(3)
(2)
(3)
(33)
–
(278)
217
(61)
Net balance
2 573
–
2 573
Deferred
tax assets
967
–
1 254
2
12
142
75
183
–
159
220
11
3 025
(305)
2 720
2014
Deferred
tax liabilities
–
(18)
(188)
(18)
(9)
(10)
(12)
(9)
(11)
(34)
(25)
(3)
(337)
305
(32)
Net balance
2 688
–
2 688
NOKIA IN 2015
151
Financial statements Notes to consolidated financial statements continued
Amount of temporary differences, tax losses carried forward and tax credits for which no deferred tax asset was recognized due to uncertainty
of utilization:
EURm
Temporary differences
Tax losses carried forward
Tax credits
Total(1)
2015
334
1 057
21
1 412
2014
1 115
1 422
13
2 550
(1) The decrease from 2014 in temporary differences and tax losses carried forward for which no deferred tax asset is recognized is due to the Sale of the HERE Business. 2014 comparative corrected to
include certain temporary differences.
The recognition of the remaining deferred tax assets is supported by offsetting deferred tax liabilities, earnings history and profit projections in
the relevant jurisdictions. Majority of recognized deferred tax assets relate to the Group’s Finnish tax losses, unused tax credits and temporary
differences for which deferred tax was re-recognized in 2014, as the Group re-established a pattern of sufficient tax profitability in Finland to
utilize the cumulative losses, foreign tax credits and temporary differences.
Expiry of tax losses carried forward and unused tax credits:
EURm
Tax losses carried forward
Within 10 years
Thereafter
No expiry
Total
Tax credits
Within 10 years
Thereafter
No expiry
Total
2015
2014
Recognized
Unrecognized
Total
Recognized
Unrecognized
Total
1 742
174
280
2 196
434
42
–
476
740
–
317
1 057
14
–
7
21
2 482
174
597
3 253
448
42
7
497
1 437
122
232
1 791
536
33
–
569
778
261
383
1 422
13
–
–
13
2 215
383
615
3 213
549
33
–
582
The Group has undistributed earnings of EUR 769 million (EUR 732 million in 2014) for which no deferred tax liability has been recognized as
these earnings will not be distributed in the foreseeable future.
152
NOKIA IN 2015
15. Earnings per share
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
Basic
Weighted average number of shares in issue
Effect of dilutive securities
Restricted shares and other
Performance shares
Stock options
Assumed conversion of convertible bonds
Diluted
Adjusted weighted average number of shares and assumed conversions
Continuing operations
Discontinued operations
Total
Earnings per share 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
2015
EURm
1 192
1 274
2 466
2014
EURm
2 710
752
3 462
36
60
1 228
1 274
2 502
2 770
752
3 522
2013
EURm
273
(888)
(615)
–
273
(888)
(615)
000s shares
000s shares
000s shares
3 670 934
3 698 723
3 712 079
4 253
3 179
1 971
9 403
268 975
278 378
3 949 312
3 949 312
3 949 312
EUR
0.32
0.35
0.67
0.31
0.32
0.63
14 419
1 327
3 351
19 097
413 782
432 879
4 131 602
4 131 602
4 131 602
EUR
0.73
0.20
0.94
0.67
0.18
0.85
19 307
–
1 978
21 285
–
21 285
3 733 364
3 712 079
3 712 079
EUR
0.07
(0.24)
(0.17)
0.07
(0.24)
(0.17)
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 in 2015 and 2014 (19 million in 2013) that could potentially have a dilutive impact in the future
but are excluded from the calculation as they are determined to be anti-dilutive.
4 million performance shares (fewer than 1 million in 2014 and 4 million in 2013) have been excluded from the calculation of diluted shares
as contingency conditions have not been met.
Stock options equivalent to fewer than 1 million shares (2 million in 2014 and 16 million in 2013) have been excluded from the calculation
of diluted shares as they are determined to be anti-dilutive.
NOKIA IN 2015
153
Financial statements Notes to consolidated financial statements continued
In 2014, convertible bonds issued to Microsoft in September 2013 were fully redeemed as a result of the closing of the Sale of the D&S
Business. 116 million potential shares were 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.
In 2015, the Group exercised its option to redeem the EUR 750 million convertible bonds at their original amount plus accrued interest. Virtually
all bondholders elected to convert their convertible bonds into Nokia shares before redemption. 269 million potential shares have been included
in the calculation of diluted shares to reflect the part-year effect of these convertible bonds. In 2014, the conversion price was increased and
298 million potential shares were included in the calculation of diluted shares as they were determined to be dilutive. Voluntary conversion of
the entire bond would have resulted in the issue of 307 million shares in 2014. In 2013, 287 million potential shares were excluded from the
calculation of diluted shares because they were determined to be antidilutive.
16. Intangible assets
EURm
Goodwill
Acquisition cost at January 1
Translation differences
Acquisitions through business combinations
Disposals(1)
Acquisition cost at December 31
Accumulated impairment charges at January 1
Disposals(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
Translation differences
Additions
Acquisitions through business combinations
Disposals and retirements(1)
Acquisition cost at December 31
Accumulated amortization at January 1
Translation differences
Disposals and retirements(1)
Amortization
Accumulated amortization at December 31
Net book value at January 1
Net book value at December 31
2015
2014
5 770
350
7
(4 982)
1 145
(3 207)
2 299
–
(908)
2 563
237
5 646
382
26
56
(2 973)
3 137
(5 296)
(350)
2 934
(102)
(2 814)
350
323
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
(1) In 2015, disposals and retirements include goodwill with acquisition cost of EUR 4 982 million and accumulated impairment of EUR 2 299 million and other intangible assets with acquisition cost of
EUR 2 892 million and accumulated amortization of EUR 2 853 million disposed as part of the Sale of the HERE Business.
Other intangible assets include customer relationships with a net book value of EUR 132 million (EUR 177 million in 2014), developed
technology with a net book value of EUR 126 million (EUR 99 million in 2014), and licenses to use tradename and trademark with a net book
value of EUR 9 million (EUR 10 million in 2014). The remaining amortization periods range from approximately two to six years for customer
relationships, two to seven years for developed technology and six years for licenses to use tradename and trademark.
154
NOKIA IN 2015
17. Property, plant and equipment
EURm
Acquisition cost at January 1, 2014
Transfer 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
Acquisition cost at January 1, 2015
Translation differences
Additions
Acquisitions through business combinations
Reclassifications
Disposals and retirements(1)
Acquisition cost at December 31, 2015
Accumulated depreciation at January 1, 2015
Translation differences
Disposals and retirements(1)
Depreciation
Accumulated depreciation at December 31, 2015
Net book value at January 1, 2015
Net book value at December 31, 2015
Buildings and
constructions
336
76
25
28
–
12
(39)
438
(157)
(13)
30
(40)
(180)
179
258
438
32
62
2
12
(119)
427
(180)
(18)
71
(47)
(174)
258
253
Machinery and
equipment
1 748
3
103
205
2
6
(213)
1 854
(1 404)
(75)
202
(157)
(1 434)
344
420
1 854
134
186
5
4
(437)
1 746
(1 434)
(114)
365
(168)
(1 351)
420
395
Other tangible
assets
40
4
–
–
–
1
(4)
41
(21)
1
–
(2)
(22)
19
19
41
1
15
–
–
(16)
41
(22)
(1)
16
(2)
(9)
19
32
Assets under
construction
24
–
1
15
–
(21)
–
19
–
–
–
–
–
24
19
19
–
16
–
(16)
(4)
15
–
–
–
–
–
19
15
Total
2 148
83
129
248
2
(2)
(256)
2 352
(1 582)
(87)
232
(199)
(1 636)
566
716
2 352
167
279
7
–
(576)
2 229
(1 636)
(133)
452
(217)
(1 534)
716
695
(1) In 2015, disposals and retirements include buildings and constructions with acquisition cost of EUR 81 million and accumulated depreciation of EUR 35 million, machinery and equipment with
acquisition cost of EUR 305 million and accumulated depreciation of EUR 239 million and assets under construction with acquisition cost of EUR 3 million disposed as part of the Sale of the HERE Business.
In 2014, the tax authorities in India placed a lien which prohibited the Group from transferring the mobile devices-related facility in Chennai to
Microsoft as part of the Sale of the D&S Business.
NOKIA IN 2015
155
Financial statements Notes to consolidated financial statements continued
18. Investments in associated companies and joint ventures
EURm
Net carrying amount at January 1
Translation differences
Deductions
Share of results(1)
Dividends
Net carrying amount at December 31
2015
51
6
–
29
(2)
84
2014
65
5
(7)
(12)
–
51
(1) In 2015, the Group recorded a correction which increased the results of associated companies and joint ventures by EUR 25 million. The correction related to the results of a joint venture for the
fourth quarter of 2014. The Group had historically accounted for the results of the joint venture in arrears as the results have not been material. The Group evaluated these items in relation to the
current period as well as the periods in which they originated and determined that the corrections are immaterial to the consolidated financial statements in all periods.
Shareholdings in associated companies and joint ventures comprise investments in unlisted companies.
19. Fair value of financial instruments
Carrying amounts
Fair
value(1)
EURm
2015
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
Investments at fair value through profit and loss,
liquid assets
Available-for-sale investments, liquid assets carried
at fair value
Cash and cash equivalents carried at fair value
Total financial assets
Long-term interest-bearing liabilities
Current portion of long-term interest-bearing
liabilities
Short-term borrowings
Other financial liabilities
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
16
703
285
49
3 913
21
11
96
687
2 167
6 995
9 162
1 004
783
3 994
–
–
114
114
–
–
2 023
1
50
8
1 910
3 992
Total
Total
16
703
16
703
285
49
3 913
21
107
285
39
3 913
21
107
687
687
2 167
6 995
14 943
2 023
2 167
6 995
14 933
2 100
1
50
122
1 910
4 106
1
50
122
1 910
4 183
(1) For items not carried at fair value, the following fair value measurement methods are used. The fair value is estimated to equal the 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 values of long-term interest bearing
liabilities are based on discounted cash flow analysis (level 2) or quoted prices (level 1). 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.
156
NOKIA IN 2015
EURm
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
Investments at fair value through profit and loss,
liquid assets
Available-for-sale investments, liquid assets carried
at fair value
Cash and cash equivalents carried at fair value
Total financial assets
Long-term interest-bearing liabilities
Current portion of long-term interest-bearing
liabilities
Short-term borrowings
Other financial liabilities
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
14
570
244
34
3 430
1
25
241
418
2 127
5 170
7 297
828
659
3 490
–
–
174
174
–
–
2 576
1
115
2 313
5 005
Total
Total
14
570
14
570
244
34
3 430
1
266
244
28
3 430
1
266
418
418
2 127
5 170
12 274
2 576
2 127
5 170
12 268
4 058
1
115
174
2 313
5 179
1
115
174
2 313
6 661
(1) For items not carried at fair value, the following fair value measurement methods are used. The fair value is estimated to equal the 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 values of long-term interest bearing
liabilities are based on discounted cash flow analysis (level 2) or quoted prices (level 1). 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.
NOKIA IN 2015
157
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:
EURm
2015
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
Cash and cash equivalents carried at fair value
Total assets
Other financial liabilities, derivatives(1)
Total liabilities
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
Cash and 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)
16
1
–
687
2 156
6 995
9 855
–
–
14
1
–
418
2 116
5 170
7 719
–
–
–
14
96
–
11
–
121
114
114
–
13
241
–
11
–
265
174
174
–
688
–
–
–
–
688
–
–
–
556
–
–
–
–
556
–
–
Total
16
703
96
687
2 167
6 995
10 664
114
114
14
570
241
418
2 127
5 170
8 540
174
174
(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 within this category.
The level 3 category includes a large number of investments in unlisted equities and unlisted venture funds, including investments managed
by Nokia Growth Partners specializing in growth-stage investing and by BlueRun Ventures focusing on early stage opportunities. The level 3 fair
value is determined using one or more valuation techniques where the use of the market approach generally consists of using comparable
market transactions, while the use of the income approach generally consists of calculating the net present value of expected future cash flows.
For unlisted funds, the selection of appropriate valuation techniques by the fund managing partner may be affected by the availability and
reliability of relevant inputs. In some cases, one valuation technique may provide the best indication of fair value while in other circumstances
multiple valuation techniques may be appropriate.
158
NOKIA IN 2015
The inputs generally considered in determining the fair value include the original transaction price, recent transactions in the same or similar
instruments, completed or pending third-party transactions in the underlying investment or comparable issuers, subsequent rounds of financing,
recapitalizations or other transactions undertaken by the issuer, offerings in the equity or debt capital markets, and changes in financial ratios or
cash flows, adjusted as appropriate for liquidity, credit, market and/or other risk factors. The level 3 investments are valued on a quarterly basis
taking into consideration any changes, projections and assumptions, as well as any changes in economic and other relevant conditions. The fair
value may be adjusted to reflect illiquidity and/or non-transferability, with the amount of such discount estimated by the managing partner in
the absence of market information. Assumptions used by the managing partner due to the lack of observable inputs may impact the resulting
fair value of individual investments, but no individual input has a significant impact on the total fair value of the level 3 investments.
Reconciliation of the opening and closing balances on level 3 financial assets:
EURm
At January 1, 2014
Net gain in income statement
Net gain in other comprehensive income
Purchases
Sales
Other transfers
At December 31, 2014
Net gain in income statement
Net gain in other comprehensive income
Purchases
Sales
Other transfers
At December 31, 2015
Other available-for-sale
investments carried
at fair value
429
5
72
78
(58)
30
556
96
83
70
(146)
29
688
The gains and losses from 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 gain of EUR 4 million (net loss of EUR 2 million in 2014) related to level 3 financial instruments held at December 31, 2015
has been recognized in the consolidated income statement.
NOKIA IN 2015
159
Financial statements Notes to consolidated financial statements continued
20. Derivative financial instruments
EURm
2015
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
Other derivatives
Total
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
Assets
Liabilities
Fair value(1)
Notional(2)
Fair value(1)
Notional(2)
2
–
–
4
52
17
17
4
–
–
–
96
3
–
–
–
72
63
101
2
–
–
241
223
106
–
844
301
355
2 117
350
–
–
–
4 296
217
78
–
–
382
378
3 779
397
–
–
5 231
(5)
–
–
464
–
114
(19)
880
–
(5)
(31)
–
–
(50)
(4)
(114)
(56)
–
(1)
(14)
–
–
(68)
–
–
(35)
(174)
–
646
2 296
–
48
646
37
5 131
1 813
–
83
742
–
–
2 364
–
62
372
5 436
(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.
160
NOKIA IN 2015
21. Inventories
EURm
Raw materials, supplies and other
Work in progress
Finished goods
Total
2015
102
404
508
1 014
2014
228
441
606
1 275
The cost of inventories recognized as an expense during the year, included in cost of sales, is EUR 3 132 million (EUR 3 156 million in 2014 and
EUR 2 875 million in 2013).
Movements in allowances for excess and obsolete inventory for the years ended December 31:
2015
204
–
71
(80)
195
2015
103
(7)
–
13
(47)
62
EURm
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:
EURm
At January 1
Transfer to Discontinued operations
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
Social security, VAT and other indirect taxes
Divestment-related receivables
Deposits
Deferred cost of sales
Accrued revenue
Prepaid insurances
Accrued and prepaid interest
Prepaid rental expenses
Other
Total
2014
178
–
107
(81)
204
2014
124
–
–
24
(45)
103
2015
258
160
83
28
21
21
17
15
146
749
2013
471
(192)
39
(140)
178
2013
248
–
(120)
40
(44)
124
2014
362
206
59
30
2
22
37
20
175
913
NOKIA IN 2015
161
Financial statements Notes to consolidated financial statements continued
24. Shares of the Parent Company
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,
2015, the share capital of Nokia Corporation is EUR 245 896 461.96 and the total number of shares issued is 3 992 863 716. At December 31,
2015, the total number of shares includes 53 668 695 shares owned by Group companies representing 1.3% 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.
On February 4, 2015, the Parent Company cancelled 66 903 682 shares.
In 2015, under the authorization held by the Board of Directors and in line with the capital structure optimization program, the Parent Company
repurchased 24 516 089 shares representing approximately 0.6% of share capital and total voting rights. 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.
On January 7, 2016, in connection with the transaction with Alcatel Lucent, the Parent Company issued, under the authorization granted to the
Board of Directors in the Extraordinary General Meeting held on December 2, 2015, a total of 1 455 678 563 new Nokia shares as consideration
for the Alcatel Lucent securities tendered into the initial Public Exchange Offers made in France and the United States. On February 12, 2016,
after the offers were reopened and settled in France and the United States, the Parent Company issued, under the authorization granted to the
Board of Directors in the Extraordinary General Meeting held on December 2, 2015, a total of 320 701 193 new Nokia shares as consideration
for the Alcatel Lucent securities tendered into the reopened Public Exchange Offers.
Authorizations
Authorization to issue shares and special rights entitling to shares
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. 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 that
would have been effective until December 17, 2015 was terminated by the resolution of the Annual General Meeting on May 5, 2015.
At the Annual General Meeting held on May 5, 2015, the shareholders authorized the Board of Directors to issue a maximum of
730 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 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 November 5, 2016.
At the Extraordinary General Meeting held on December 2, 2015, the shareholders authorized the Board of Directors to issue, in deviation
from the shareholders’ pre-emptive right, a maximum of 2 100 million shares through one or more share issues. The authorization includes
the right for the Board of Directors to resolve on all the terms and conditions of such share issuances. The authorization may be used to issue
Parent Company shares to the holders of Alcatel Lucent shares, American depositary shares and convertible bonds as well as to beneficiaries
of Alcatel Lucent employee equity compensation arrangements for the purpose of implementing the transaction with Alcatel Lucent, including
the consummation of the public Exchange Offers made to Alcatel Lucent shareholders as well as other transactions contemplated by the
memorandum of understanding between the Group and Alcatel Lucent, and/or otherwise to effect the combination of the Group and
Alcatel Lucent. The authorization is effective until December 2, 2020.
In 2015, the Parent Company issued 1 042 016 new shares following the holders of stock options issued in 2011 and 2012 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. The conversion price was further adjusted to EUR 2.39 per share on May 6, 2015 due to the distribution of ordinary
dividends, as resolved by the Annual General Meeting on May 5, 2015. The right to convert the bonds into shares commenced on December 6,
2012 and ends on October 18, 2017. Bond terms and conditions require conversion price adjustments following dividend distributions.
162
NOKIA IN 2015
In 2015 and until October 2015, due to the bondholders exercising their conversion rights, a total of 40 983 Nokia shares were subscribed for
and issued in deviation from the pre-emptive subscription right of the shareholders under the authorization held by the Board of Directors.
On October 8, 2015, the Group announced that it had decided to exercise its option to redeem the EUR 750 million convertible bond on
November 26, 2015 at the principal amount outstanding plus accrued interest. Prior to the redemption, the bondholders had the option to
convert their convertible bonds into Nokia shares at a conversion price of EUR 2.39. Due to the bondholders using their conversion right, a total
of 313 640 153 Nokia shares were subscribed for and issued in deviation from the pre-emptive subscription right of the shareholders under
the authorization held by the Board of Directors. On the redemption date, November 26, 2015, the outstanding amount of convertible bonds,
EUR 200 000, was redeemed at their principal amount plus accrued unpaid interest.
At December 31, 2015, 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 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 that would have been effective until December 17, 2015 was terminated by the resolution
of the Annual General Meeting on May 5, 2015.
At the Annual General Meeting held on May 5, 2015, the shareholders authorized the Board of Directors to repurchase a maximum of
365 million shares. The amount corresponds to less than 10% of the total number of Parent Company’s shares. The shares may be repurchased
in order to optimize the capital structure of the Parent Company, 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 November 5, 2016.
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. The global equity-based
incentive programs are offered to employees of Nokia Networks (from 2014), Nokia Technologies and Group Common Functions. The global
equity-based incentive programs were offered to the employees of HERE until 2015 and Devices & Services until 2013. The equity-based
incentive grants are generally conditional on continued employment as well as the 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 67 million (EUR 53 million in 2014 and EUR 37 million in 2013). The share-based payment expense for all equity-based incentive
grants related to Discontinued operations is EUR 10 million (EUR 20 million for 2014 and EUR 20 million in 2013). In 2015, at the closing date
of the Sale of the HERE Business, all unvested equity grants held by HERE employees were forfeited. In 2015, the share-based payment
expense for Discontinued operations includes a separately agreed liability for the cash settlement of HERE equity grants that were to vest
in January 2016.
Performance shares
In 2015, the Group administered four global performance share plans, the Performance Share Plans of 2012, 2013, 2014 and 2015. 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 of 2015, performance shares were granted with defined
performance criteria and included a minimum payout amount guarantee. As a result of the minimum payout amount defined in the terms
and conditions of the 2015 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 granted amount at threshold. The threshold 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 one performance criterion is
achieved. 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.
NOKIA IN 2015
163
Financial statements Notes to consolidated financial statements continued
Global performance share plans at December 31:
Plan
2012
2013
2014
2015
Performance shares
outstanding at threshold
–
569 829
5 282 838
5 611 758
Confirmed payout
(% of threshold)
0%, no settlement
173%
251%
Performance period
2012-2013
2013-2014
2014-2015
2015-2016
Restriction period(1)
2014
2015
2016
2017
Settlement year
2015
2016
2017
2018
(1) Restriction period ends on the first day of the year following the restriction period.
Performance criteria for the year ended December 31:
Performance criteria
2015 Plan
Nokia Group employees
HERE employees(2)
2014 Plan
Nokia Group employees
HERE employees(2)
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)
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 12 389
EUR 0.23
EURm 954
EURm 67
EUR 0.23
EURm 11 135
EUR 0.11
EURm 950
EURm 0
EUR 0.11
EURm 14 736
EUR 0.37
EURm 1 134
EURm 172
EUR 0.37
EURm 15 065
EUR 0.38
EURm 1 150
EURm 130
EUR 0.38
50%
50%
50%
25%
25%
50%
50%
50%
25%
25%
(1) Non-IFRS measures exclude goodwill impairment charges, intangible asset amortization and items related to purchase price allocation, as well as restructuring-related costs, costs related to the Alcatel
Lucent transaction and certain other items that may not be indicative of the Group’s underlying business.
(2) In 2015, Performance Share Plans for HERE employees were forfeited as a result of the Sale of the HERE Business.
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 transferred with the Sale of the HERE Business in 2015 and for employees who were
transferred to Microsoft following the Sale of the D&S Business in 2014 have been forfeited.
Restricted shares
In 2015, the Group administered four global restricted share plans: the Restricted Share Plan 2012, 2013, 2014 and 2015. The Restricted Share
Plan 2015 introduced a new vesting schedule for the 2015 Plan year as well as any future plans. The vesting schedule for plans prior to the 2015
Plan was 36 months following the grant quarter. The new vesting schedule for the 2015 Plan introduces tranche vesting with one third of
granted instruments vesting in each of the plan’s 3-year duration. Restricted shares are granted for exceptional retention and recruitment
purposes to ensure the Group is able to retain and recruit talent critical to its future success. 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
transferred with the Sale of the HERE Business in 2015 and employees that were transferred to Microsoft following the Sale of the D&S Business
in 2014 have been forfeited.
164
NOKIA IN 2015
Active share-based payment plans by instrument
At January 1, 2013
Granted
Forfeited
Vested(3)
At December 31, 2013
Granted
Forfeited
Vested
At December 31, 2014
Granted
Forfeited
Vested
At December 31, 2015(4)
Performance shares outstanding at threshold(1)
Restricted shares outstanding(1)
Number of
performance
shares at threshold
Weighted average grant
date fair value
EUR(2)
Number of
restricted
shares outstanding
Weighted average grant
date fair value
EUR(2)
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
6 776 996
(3 929 604)
–
11 464 425
2.96
6.07
5.78
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
342 200
(3 880 221)
(1 952 910)
2 104 474
3.05
5.62
6.22
(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) Shares vested at 0% payout.
(4) Includes 569 829 performance shares for the Performance Share Plan 2013 that vested on January 1, 2016, and 216 304 restricted shares granted in the fourth quarter under the Restricted Share
Plan 2012.
Employee share purchase plan
The Group offers a voluntary Employee Share Purchase Plan to employees working for Nokia Networks (from 2015), Nokia Technologies and
Group Common Functions. The voluntary Employee Share Purchase Plan was offered to employees of HERE until 2015 and Devices & Services
until 2013. 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 following
the savings period. In 2015, 140 436 matching shares were issued as settlement to the participants of the Employee Share Purchase Plan 2014
(133 341 matching shares issued in 2014). Employees participating in the 2015 Plan who have transferred with the Sale of the HERE Business
will receive a cash settlement in 2016 according to their accrued share purchases under the 2015 Plan. Employees who participated in the
2013 Plan who have transferred to Microsoft following the Sale of the D&S Business received a cash settlement in 2014 for their accrued share
purchases under the 2013 Plan.
Legacy equity compensation programs
Stock options
In 2015, 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. Stock option plans have not been granted since 2013 as compensation to
Group employees.
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 held by employees transferred with the Sale of the HERE
Business in 2015 and the employees who were transferred to Microsoft following the Sale of the D&S Business in 2014 have been forfeited.
NOKIA IN 2015
165
Financial statements
Notes to consolidated financial statements continued
Reconciliation of stock options outstanding and exercisable:
Shares under option(1)
At January 1, 2013
Granted
Forfeited
Expired
At December 31, 2013
Exercised
Forfeited
Expired
At December 31, 2014
Exercised
Forfeited
Expired
At December 31, 2015
Number
of shares
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
(1 242 381)
(2 215 216)
(246 140)
3 640 286
Weighted
average exercise
price
EUR
Weighted
average share
price
EUR
Weighted
average grant
date fair value
EUR(2)
Number of
options
exercisable
Weighted
average exercise
price
EUR
5.95
2.77
4.06
14.78
4.47
5.75
3.39
9.94
4.81
3.79
2.48
8.07
4.67
6.69
6.44
5 616 112
11.96
1.23
4 339 341
9.66
1 913 537
10.43
2 318 911
5.97
(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 in 2012 the Nokia Networks Equity Incentive Plan (”the Plan”), a share-based incentive program 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 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 in 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 at December 31,
2015. 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 73 million (EUR 80 million in 2014) and is included in accrued expenses and other
liabilities in the consolidated statement of financial position.
26. Translation differences
Translation differences
Net investment hedging
Total
EURm
At January 1, 2013
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
Transfer to income statement(1)
Movements attributable to non-controlling interests
At December 31, 2014
Exchange differences on translating
foreign operations
Transfer to income statement(2)
Net investment hedging losses
Transfer to income statement(2)
Gross
961
(496)
42
28
535
628
192
(7)
1 348
671
(1 727)
Movements attributable to non-controlling interests
At December 31, 2015
(4)
288
Tax
3
3
3
1
4
Net
964
(496)
–
42
28
538
628
192
–
–
(7)
1 351
672
(1 727)
–
–
(4)
292
Gross
(269)
Tax
51
114
(155)
51
(187)
20
34
(15)
(322)
70
(260)
582
53
(123)
–
–
Net
(218)
–
114
–
–
(104)
–
–
(153)
5
–
(252)
–
–
(207)
459
–
–
Gross
692
(496)
114
42
28
380
628
192
(187)
20
(7)
1 026
671
(1 727)
(260)
582
(4)
288
Tax
54
–
–
–
–
54
–
–
34
(15)
–
73
Net
746
(496)
114
42
28
434
628
192
(153)
5
(7)
1 099
1
–
53
(123)
–
4
672
(1 727)
(207)
459
(4)
292
(1) Reclassified from other comprehensive income to the consolidated income statement primarily due to the Sale of the D&S Business.
(2) Reclassified from other comprehensive income to the consolidated income statement primarily due to the Sale of the HERE Business.
166
NOKIA IN 2015
27. Fair value and other reserves
EURm
At January 1, 2013
Pension remeasurements:
Transfer to assets of disposal groups classified
as held for sale(1)
Remeasurements of defined benefit plans
Cash flow hedges:
Transfer to assets of disposal groups classified
as held for sale(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 interest
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:
Disposal of businesses(1)
Remeasurements of defined benefit plans
Cash flow hedges:
Net fair value (losses)/gains
Transfer of losses/(gains) 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
Pension remeasurements
Hedging reserve
Available-for-sale
investments
Gross
Tax
Net
Gross
(147)
19
(128)
(10)
Tax
–
Net
Gross
(10) 131
Tax
2
Net
Gross
133
(26)
Total
Tax
21
Net
(5)
31
114
(11)
(6)
20
108
48
124
(130)
(23)
48
124
(130)
(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
31
114
(11)
(6)
20
108
48
124
(130)
(23)
139
5
(95)
(20)
(34)
133
–
–
–
–
–
–
–
3
3
10
48
124
(130)
(23)
139
5
(95)
(17)
(31)
143
(290)
111
(179)
(290)
111
(179)
(20)
(5)
(25)
(20)
(5)
(25)
(25)
5
(20)
(25)
5
(20)
(383)
119
(264)
2
–
2
121
15
(29)
286
(4)
(2)
117
15
(29)
284
121
15
(29)
(95)
(4)
–
–
117
117
15
(29)
22
11
109
(3)
(25)
8
84
11
109
(3)
(25)
8
84
(66)
13
(53)
(66)
13
(53)
61
(12)
49
61
(12)
49
246
11
(144)
(21)
2
225
11
(142)
246
11
(144)
(21)
–
2
225
11
(142)
At December 31, 2015
(263)
91
(172)
(3)
1
(2)
399
(21)
378
133
71
204
(1) Movements 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 movement in pension remeasurements, tax, includes EUR 6 million (EUR 10 million in 2014) tax credit
for withholding taxes on plan assets.
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 2015
167
Financial statements Notes to consolidated financial statements continued
28. Provisions
EURm
At January 1, 2014
Translation differences
Reclassification(1)
Charged to income statement:
Additional provisions
Changes in estimates
Utilized during year
At December 31, 2014
Disposal of businesses
Translation differences
Reclassification(2)
Charged to income statement:
Additional provisions
Changes in estimates
Utilized during year
At December 31, 2015
Restructuring
related
Warranty
Divestment-
443
2
7
116
(56)
60
(265)
247
–
(4)
(33)
105
(14)
91
(107)
194
–
–
94
72
(5)
67
(24)
137
–
(12)
(6)
49
(22)
27
(17)
129
94
3
–
70
(10)
60
(40)
117
–
2
–
31
(21)
10
(35)
94
Project
losses
152
–
17
64
(30)
34
(96)
107
–
–
–
5
(25)
(20)
(25)
62
Litigation
Material
liability
70
(1)
(7)
15
(6)
9
(3)
68
(3)
(11)
15
24
(11)
13
(13)
69
19
–
–
28
(9)
19
(14)
24
–
–
–
46
(20)
26
(21)
29
Other
144
3
(17)
87
(15)
72
(29)
173
(2)
7
(9)
42
(18)
24
(45)
148
Total
922
7
94
452
(131)
321
(471)
873
(5)
(18)
(33)
302
(131)
171
(263)
725
(1) The reclassification from other provisions consists of EUR 17 million to project losses. The reclassification from litigation consists of EUR 7 million to restructuring. The reclassification of EUR 94 million
was from accrued expenses to divestment-related provisions.
(2) The reclassification from restructuring consists of EUR 18 million to accruals and EUR 15 million to litigation. VAT deposits of EUR 6 million were reclassified to partially offset divestment-related
provisions. The reclassification of EUR 9 million from other provisions consists of EUR 5 million to allowance for excess and obsolete inventory and EUR 4 million to accrued expenses.
The restructuring provision includes EUR 194 million (EUR 247 million in 2014) relating to restructuring activities in Nokia Networks including
personnel and other restructuring-related costs, such as real estate exit costs. In 2015, Nokia Networks recognized a provision of EUR 71 million
relating to certain new cost reduction and efficiency improvement initiatives in Germany, the United States, China and Japan. The majority of
restructuring-related outflows is expected to occur over the next two years.
Divestment-related provisions relate to the Sale of the HERE Business and the Sale of the D&S Business and include certain liabilities for which
the Group is required to indemnify the consortium of leading automotive companies and Microsoft, respectively. 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 provision includes estimated potential future settlements for litigation. Outflows related to litigations 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.
168
NOKIA IN 2015
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. The Group prevailed in the arbitration. Beijing Capitel challenged
the award before the Beijng Second Intermediary People’s Court. On February 19, 2016, the Court dismissed the challenge in a reasoned
opinion.
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. In 2015, the same claim was made against the Group directly for any amount of the
claim that is deemed irrecoverable against Motorola by virtue of the assignment. 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 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.
During the process certain counter claims have arisen and the trial is not expected until 2017 in order to accommodate these claims.
Pars Iratel
In 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. In 2010, Nokia Siemens Tietoliikenne Oy (“NSTL”) commenced ICC arbitration against Pars Iratel.
The matter was heard in Zurich in 2013. On the request of the parties, the arbitration tribunal stayed the proceedings to allow for settlement
discussions. In March 2016, the parties entered into a binding settlement agreement and asked the arbitration tribunal to issue an award
by consent.
Intellectual property rights litigation
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. In January 2016, the International Court of
Arbitration of the International Chamber of Commerce issued its award for the arbitration between the Group and Samsung. The award covers
part of the Nokia Technologies patent portfolio until December 31, 2018. The full terms of the agreement are confidential.
LG Electronics
In June 2015, LG Electronics agreed to take a royalty-bearing smartphone patent license from Nokia Technologies. The detailed royalty payment
obligations are subject to arbitration, expected to conclude within one to two years. Terms of the agreement are confidential.
NOKIA IN 2015
169
Financial statements Notes to consolidated financial statements continued
29. Accrued expenses, deferred revenue and other liabilities
Non-current liabilities
EURm
Advance payments and deferred revenue(1)(2)
Other(2)
Total
2015
1 235
19
1 254
2014
1 632
35
1 667
(1) Includes a prepayment of EUR 1 235 million (EUR 1 390 million in 2014) relating to a ten-year mutual patent license agreement with Microsoft. Refer to Note 3, Disposals treated as Discontinued
operations.
(2) In 2014, EUR 59 million has been reclassified from other to advance payments and deferred revenue to conform to current year presentation.
Current liabilities
EURm
Deferred revenue(1)
Salaries and wages
Advance payments(1)
Social security, VAT and other indirect taxes
Expenses related to customer projects
Other
Total
2015
1 286
741
571
314
184
299
3 395
2014
1 093
807
736
282
202
512
3 632
(1) In 2014, EUR 133 million has been reclassified from advance payments to deferred revenue to conform to current year presentation.
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
Contingent liabilities on behalf of associated companies and joint ventures
Financial guarantees on behalf of associated companies and joint ventures
Contingent liabilities on behalf of other companies
Financial guarantees on behalf of third parties(1)
Other guarantees
Financing commitments
Customer finance commitments(1)
Venture fund commitments
(1) Refer to Note 35, Risk management.
2015
7
601
15
6
137
180
230
2014
10
673
13
6
165
155
274
The amounts represent the maximum principal amount for commitments and contingencies.
Other guarantees on behalf of Group companies include commercial guarantees of EUR 400 million (EUR 465 million in 2014) 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. Total value of other
guarantees has decreased mainly due to expired guarantees.
Contingent liabilities on behalf of other companies, Other guarantees, are EUR 137 million (EUR 165 million in 2014). The balance mainly relates
to the guarantees transferred 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 180 million (EUR 155 million in 2014) are available under loan facilities negotiated mainly with
Nokia Networks’ customers. Availability of the facility is dependent upon 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 230 million (EUR 274 million in 2014) 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.
170
NOKIA IN 2015
31. Contractual obligations
Payments due for contractual obligations at December 31, 2015 by due date:
EURm
Long-term liabilities(1)
Purchase obligations(2)
Operating leases(3)
Total
Within
1 year
1
1 019
124
1 144
1 to 3
years
9
361
152
522
3 to 5
years
1 480
40
78
1 598
More than
5 years
554
–
122
676
Total
2 044
1 420
476
3 940
(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.
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 expense/(benefit)
Share of results of associated companies and joint ventures (Note 18)
Financial income and expenses
Transfer from hedging reserve to sales and cost of sales
Impairment charges
Gain on the Sale of the HERE Business, net of tax
Gain on the Sale of the D&S Business(2)
Asset retirements
Share-based payment
Restructuring-related charges(3)
Other income and expenses
Total
Change in net working capital
(Increase)/decrease in short-term receivables
Decrease/(increase) in inventories
(Decrease)/increase in interest-free short-term liabilities
Total
2015
320
(132)
338
(29)
211
61
11
(1 178)
–
6
49
48
34
(261)
(693)
341
(646)
(998)
2014
297
(56)
(1 281)
12
600
(10)
1 335
–
(3 386)
8
37
115
67
(2 262)
115
(462)
1 500
1 153
2013
728
40
401
(4)
264
(87)
20
–
–
24
56
446
25
1 913
1 655
193
(2 793)
(945)
(1) Adjustments for the Group, including Continuing and Discontinued operations. Refer to Note 3, Disposals treated as Discontinued operations.
(2) In 2014, impairment charges, foreign exchange differences, taxes and other adjustments relating to the Sale of the D&S Business are presented separately from the gain.
(3) Adjustments for restructuring-related charges represent the non-cash portion of the restructuring-related charges recognized in the consolidated income statement.
In 2015, the Group exercised its option to redeem EUR 750 million convertible bonds at their principal amount outstanding plus accrued interest.
Virtually all bondholders elected to convert their convertible bonds into Nokia shares before redemption. The conversion did not have a cash
impact. 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.
NOKIA IN 2015
171
Financial statements Notes to consolidated financial statements continued
33. Principal Group companies
The Group’s significant subsidiaries at December 31, 2015:
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
Country of incorporation
and place of business
The Hague, Netherlands
Helsinki, Finland
Delaware, USA
Tokyo, Japan
Primary nature of business
Holding company
Sales and manufacturing company
Sales company
Sales company
Parent holding
%
–
–
–
–
Group ownership
interest
%
100.0
100.0
100.0
100.0
Private Limited
New Delhi, India
Sales and manufacturing company
Nokia Solutions and Networks System
Technology (Beijing) Co., Ltd.
Beijing, China
Sales company
Nokia Solutions and Networks Branch
Operations Oy
Helsinki, Finland
Sales company
PT Nokia Solutions and Networks
Indonesia
Nokia Solutions and Networks Taiwan
Co., Ltd.
Nokia Solutions and Networks Korea Ltd.
Nokia Finance International B.V.
Nokia Technologies Oy
Jakarta, Indonesia
Sales company
Taipei, Taiwan
Seoul, South Korea
Haarlem, Netherlands
Helsinki, Finland
Sales company
Sales company
Holding company
Sales and development company
–
–
–
–
–
–
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
34. Related party transactions
The Group has related party transactions with a pension fund, associated companies and joint ventures, 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 2014) 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 even though they 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 and joint ventures
EURm
Share of results income/(expense)
Dividend income
Share of shareholders' equity
Sales
Purchases
Payables
2015
29
2
84
(1)
(233)
(37)
2014
(12)
–
51
1
(305)
(35)
2013
4
5
53
6
(178)
(12)
The Group has guaranteed a loan of EUR 15 million (EUR 13 million in 2014) for an associated company.
172
NOKIA IN 2015
Management compensation
Rajeev Suri was appointed the President and CEO of the Group on May 1, 2014. The Chairman of the Board of Directors, Risto Siilasmaa,
and the Chief Financial Officer, Timo Ihamuotila, acted as the Interim Chief Executive Officer (“CEO”) and the Interim President, respectively,
from September 3, 2013 to May 1, 2014 due to changes in the leadership structure following the Sale of the D&S Business.
The following table presents compensation information for the President and CEO of the Group:
EUR
2015
Rajeev Suri, President and CEO
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
Base salary/
fee(1)
Cash incentive
payments
Share-based
payment
expenses
Pension
expenses
1 000 000
1 922 195
4 604 622
491 641
666 667
1 126 323
100 000
500 000
150 000
753 911
1 778 105
3 896 308
72 643
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 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.
Total remuneration awarded to the Group Leadership Team for their time as members of the Group Leadership Team:
EURm
Short-term benefits
Post-employment benefits(1)
Share-based payment(2)
Termination benefits(3)
Total
2015
9
1
9
3
22
2014
8
1
(3)
36
42
2013
9
1
8
1
19
(1) The members of the Group Leadership Team participate in the local retirement programs applicable to employees in the country where they reside.
(2) Due to the significant changes in the Group Leadership Team during 2014, following the Sale of the D&S Business, share-based payment for 2014 reflects cumulative expense reversal for lapsed
equity awards.
(3) Includes both termination payments and payments made under exceptional contractual arrangements for lapsed equity awards. Includes payments to former leadership members that left the Group
in 2015.
NOKIA IN 2015
173
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(2)
Jouko Karvinen, Vice Chairman until January 8, 2016(3)
Vivek Badrinath(4)
Bruce Brown(5)
Elizabeth Doherty, Board member until January 8, 2016(6)
Simon Jiang(7)
Henning Kagermann(8)
Helge Lund(8)
Mårten Mickos(9)
Elizabeth Nelson(10)
Kari Stadigh
Dennis Strigl(9)
Total
2015
2014
2013
Gross annual
fee(1)
EUR
440 000
175 000
140 000
155 000
140 000
130 000
–
–
–
140 000
130 000
–
1 450 000
Shares
received
number
29 339
11 667
9 333
10 333
9 333
8 666
–
–
–
9 333
8 666
–
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
–
(1)
(2)
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.
Represents compensation paid for services as the Chairman of the Board. Excludes compensation paid for services as the Interim CEO during 2013 and 2014. Refer to the management compensation
section of this note.
Consists of EUR 150 000 for service as Vice Chairman of the Board until January 8, 2016 and EUR 25 000 for services as the Chairman of the Audit Committee.
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.
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.
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, both until January 8, 2016.
(3)
(4)
(5)
(6)
(7) Appointed by the Annual General Meeting in 2015.
(8)
(9)
(10) 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.
Served on the Board until the Annual General Meeting in 2014.
Served on the Board until the Annual General Meeting in 2015.
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 2015, 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.
174
NOKIA IN 2015
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 primarily 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 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 VaR is determined using volatilities and correlations of rates and prices estimated from a 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 which include the following:
risks are measured under average market conditions, changes in market risk factors follow normal distributions, future movements in market
risk factors are in line with estimated parameters and the assessed exposures do not change during the holding period. Thus, it is possible that,
for any given month, the potential losses at a 95% confidence level are different and could be substantially higher than the estimated VaR.
NOKIA IN 2015
175
Financial statements Notes to consolidated financial statements continued
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 2015, the Group recorded an
expense of EUR 7 million (EUR 17 million in 2014, not material in 2013), mainly recognized in financial income and expenses, as a result of the
Group’s hyperinflationary accounting assessment for its entity in Venezuela. Business operations in hyperinflationary economies carry a risk
of future devaluation of monetary assets and liabilities. This risk cannot be hedged.
Currencies that represent a significant portion of the currency mix in outstanding financial instruments at December 31:
EURm
USD
JPY
CNY
KRW
2015
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
Foreign exchange derivatives not designated in a hedge relationship, carried at fair
value through profit and loss, net(3)
Cross-currency/interest rate hedges
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
Foreign exchange derivatives not designated in a hedge relationship, carried at fair
value through profit and loss, net(3)
Cross-currency/interest rate hedges
(465)
(296)
(1 004)
(226)
1 001
(198)
(1 808)
(2 272)
1 670
440
(262)
–
910
(559)
(311)
(365)
–
224
(272)
–
–
–
32
18
–
–
–
325
(371)
–
(63)
(24)
44
(59)
–
–
–
127
(159)
–
(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 US 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
2015
VaR from financial instruments
54
145
54–217
2014
79
54
30–94
176
NOKIA IN 2015
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 from
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.
Interest rate profile of interest-bearing assets and liabilities at December 31:
EURm
Assets
Liabilities
Assets and liabilities before derivatives
Interest rate derivatives
Assets and liabilities after derivatives
2015
2014
Fixed rate
3 721
(2 068)
1 653
981
2 634
Floating rate
6 160
(1)
6 159
(986)
5 173
Fixed rate
3 494
(2 681)
813
552
1 365
Floating rate
4 243
(1)
4 242
(469)
3 773
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
2015
23
29
23–36
2014
31
32
25–54
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 16 million
(EUR 12 million in 2014). The VaR for the Group’s equity investments in publicly traded companies is insignificant. The private venture 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 restrict 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
2015
6
180
33
219
2014
6
155
1
162
NOKIA IN 2015
177
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 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 9.6%,
5.9% and 3.5% (3.5%, 2.9% and 2.8% in 2014) of the Group’s accounts receivable and loans due from customers and other third parties at
December 31, 2015. The top three credit exposures by country account for approximately 19.6%, 12.1% and 10.8% (18.0%, 7.4% and 5.6%
in 2014) of the Group’s accounts receivable and loans due from customers and other third parties at December 31, 2015. The 19.6% credit
exposure relates to accounts receivable in China (18.0% in 2014).
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 3 946 million (EUR 3 432 million in 2014). The gross carrying amount of accounts receivable, related to customer balances for which
valuation allowances have been recognized, is EUR 1 150 million (EUR 1 200 million in 2014). The allowances for doubtful accounts for these
accounts receivable as well as amounts expected to be uncollectible for acquired receivables are EUR 62 million (EUR 103 million in 2014).
Refer to Note 22, Allowances for doubtful accounts.
Aging of past due receivables not considered to be impaired at December 31:
EURm
Past due 1-30 days
Past due 31-180 days
More than 180 days
Total
2015
25
53
124
202
2014
68
42
35
145
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.
178
NOKIA IN 2015
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.
Breakdown of outstanding fixed-income and money-market investments by sector and credit rating grade ranked to Moody’s rating categories
at December 31:
EURm
2015
Banks
Governments
Other
Total
2014
Banks
Governments
Other
Total
Rating(1)
Aaa
Aa1-Aa3
A1-A3
Baa1-Baa3
Non-rated
Aaa
Aa1-Aa3
A1-A3
Baa1-Baa3
Baa1-Baa3
Aaa
Aa1-Aa3
A1-A3
Baa1-Baa3
Non-rated
Aaa
Aa1-Aa3
Baa1-Baa3
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)
3 269
93
280
738
12
309
12
94
320
475
267
198
4 713
1 354
1 227
162
587
332
108
130
50
325
556
90
252
10
257
23
632
330
423
421
2 596
881
1 174
100
444
140
50
12
746
26
25
51
3 269
187
700
1 353
12
1 076
150
814
35
12
7 608
1 227
162
917
658
110
1 520
584
11
5 189
50
113
163
1
2
385
88
11
487
(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. Fixed-income and money-market investments include EUR 5 million of restricted investments (EUR 11 million in 2014). These are restricted financial assets under various contractual
or legal obligations.
98% (98% in 2014) of the Group’s cash at bank of EUR 2 242 million (EUR 2 527 million in 2014) is held with banks of investment grade
credit rating.
NOKIA IN 2015
179
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:
EURm
2015
Derivative assets
Derivative liabilities
Total
2014
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
96
(114)
(18)
241
(174)
67
–
–
–
–
–
–
96
(114)
(18)
241
(174)
67
67
(65)
2
124
(124)
–
24
(34)
(10)
85
–
85
5
(15)
(10)
32
(50)
(18)
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, 2015, the Group’s committed revolving credit facilities totaled EUR 1 500 million (EUR 1 500 million
in 2014).
Significant current long-term funding programs at December 31, 2015:
Issuer:
Nokia Corporation
Program:
Euro Medium-Term Note Program, totaling EUR 5 000 million
Significant current short-term funding programs at December 31, 2015:
Issuer:
Nokia Corporation
Nokia Corporation
Nokia Corporation and Nokia Finance
International 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
Nokia Solutions and Networks Finance B.V.
Local commercial paper program in Finland, totaling EUR 500 million
Issued
–
Issued
–
–
–
–
180
NOKIA IN 2015
The composition of interest-bearing liabilities at December 31:
Issuer/Borrower
EURm
Revolving Credit Facility (EUR 1 500 million)(1)
Nokia Corporation
Nokia Corporation
USD Bond 2039 (USD 500 million 6.625%)
Nokia Corporation
USD Bond 2019 (USD 1 000 million 5.375%)
EUR Bond 2019 (EUR 500 million 6.75%)
Nokia Corporation
EUR Convertible Bond 2017 (EUR 750 million 5%)(2) Nokia Corporation
Differences between Bond nominal and
carrying values(3)
Other liabilities(4)
Total
Nokia Corporation
Nokia Corporation and various subsidiaries
Final Maturity
June 2018
May 2039
May 2019
February 2019
October 2017
2015
–
459
919
500
–
2014
–
412
824
500
750
68
128
2 074
21
185
2 692
(1) In 2015, the Group refinanced its undrawn EUR 1 500 million Revolving Credit Facility maturing in March 2016 with a new similar size facility maturing in June 2018. The new facility remains undrawn and
has two one-year extension options and no financial covenants.
(2) In 2015, the Group exercised its option to redeem the EUR 750 million convertible bonds at their principal amount outstanding plus accrued interest. Virtually all bondholders elected to convert their
convertible bonds into Nokia shares before redemption.
(3) Includes mainly fair value adjustments for bonds that are designated under fair value hedge accounting and in 2014 also the difference between convertible bond nominal value and carrying value of
the financial liability component.
(4) Includes EUR 4 million (EUR 8 million in 2014) of non-interest bearing payables 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.
Nokia Corporation is the issuer or borrower in all material borrowings. All of the borrowings are senior unsecured and have no financial covenants.
NOKIA IN 2015
181
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
51
18
(7)
Cash flows related to derivative financial assets gross settled:
EURm
2015
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, including cash equivalents(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
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(3)
Loan commitments obtained undrawn(4)
4 203
(4 078)
2628
(3 070)
(2)
(50)
(78)
4 901
(4 924)
(1 910)
(180)
1 487
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
58
–
8
20
2
742
6 938
2 242
2
2
–
4 714
2 242
18
–
256
1 105
–
3 441
(3 431)
2014
221
(209)
586
28
–
–
265
403
–
22
42
(23)
25
4
–
–
57
663
–
18
295
(277)
3
18
–
–
164
53
–
–
204
(138)
–
(34)
–
(50)
–
3 114
(3 162)
(1 835)
(17)
(1)
(84)
(244)
(1 549)
(1 159)
(2)
–
(5)
760
(753)
(75)
(39)
(4)
–
–
(8)
318
(302)
–
(124)
1 492
–
–
(6)
709
(707)
–
–
–
–
–
(59)
–
–
–
–
–
(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 1 285 million (EUR 703 million in 2014).
(3) Loan commitments given undrawn have been included in the earliest period in which they could be drawn or called.
(4) Loan commitments obtained undrawn have been included based on the period in which they expire. These amounts include related commitment fees.
182
NOKIA IN 2015
Derivative contract—receipts
127
17
Cash flows related to derivative financial assets gross settled:
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, including cash equivalents(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
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(3)
Loan commitments obtained undrawn(4)
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)
–
–
–
–
–
(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 1 285 million (EUR 703 million in 2014).
(3) Loan commitments given undrawn have been included in the earliest period in which they could be drawn or called.
(4) Loan commitments obtained undrawn have been included based on the period in which they expire. These amounts include related commitment fees.
NOKIA IN 2015
183
Financial statements Notes to consolidated financial statements continued
36. Subsequent events
Adjusting events after the reporting period
Decision on patent licensing arbitration
On February 1, 2016 the Group announced it had received the decision on patent licensing arbitration with Samsung. The award covers five
years from January 1, 2014 until December 31, 2018. The outcome of the arbitration is reflected in the 2015 financial statements as far as it
relates to the years presented.
Non-adjusting events after the reporting period
Acquisition of Alcatel Lucent
On April 15, 2015, the Group and Alcatel Lucent announced their intention to combine through a public exchange offer (“exchange offer”) in
France and the United States. Alcatel Lucent is a global leader in IP networking, ultra-broadband access and Cloud applications. The combined
company will leverage the combined scale of operations, complementary technologies, portfolios and geographical presence; and unparalleled
innovation capabilities to lead in the next generation network technology and services and to create access to an expanded addressable market
with improved long-term growth opportunities.
Exchange offers
As part of the exchange offers, holders of Alcatel Lucent ordinary shares, Alcatel Lucent American Depositary Shares (“ALU ADS”) and OCEANE
convertible bonds (collectively “Alcatel Lucent Securities”) can exchange their Alcatel Lucent Securities for Nokia shares and Nokia American
Depositary Shares (“Nokia ADS”) on the basis of 0.55 Nokia share or Nokia ADS for every Alcatel Lucent share or ALU ADS.
The Group obtained control of Alcatel Lucent on January 4, 2016 when the interim results of the successful initial exchange offer were
announced by the French stock market authority, Autorité des Marchés Financiers (“AMF”). As part of the initial exchange offer, the Group
acquired 76.31% of the share capital and at least 76.01% of the voting rights of Alcatel Lucent, 89.14% of the OCEANEs 2018, 24.34% of
the OCEANEs 2019 and 15.11% of the OCEANEs 2020. On January 7, 2016, the Group issued a total of 1 455 678 563 new Nokia shares
as consideration for the Alcatel Lucent Securities tendered in the initial public exchange offer.
On January 14, 2016, as required by the AMF general regulation, the Group reopened its exchange offer in France and the United States, based
on the same terms and conditions as the initial exchange offer, for the outstanding Alcatel Lucent Securities not tendered during the initial
exchange offer period. Following the initial and reopened exchange offer, the Group holds 90.34% of the share capital and at least 90.25% of
the voting rights of Alcatel Lucent. The Group holds 99.62% of the OCEANEs 2018, 37.18% of the OCEANEs 2019 and 68.17% of the OCEANEs
2020. On February 12, 2016 the Group issued a total of 320 701 193 new Nokia shares as consideration for the Alcatel Lucent Securities
tendered in the reopened exchange offer.
Following the initial and reopened exchange offers, the total number of Parent Company shares outstanding is 5 769 443 837 shares. Assuming
the conversion of all remaining outstanding Alcatel Lucent Securities into Nokia shares and Nokia ADSs at the exchange ratio offered in the initial
and reopened exchange offers, the total number of Nokia shares outstanding would equal approximately 6 billion shares.
Alcatel Lucent announced on February 11, 2016 that its Board of Directors has resolved to voluntarily delist ALU ADS from the New York Stock
Exchange. On March 17, 2016 the Group announced that will issue a maximum of 72 842 811 new shares in deviation from shareholders’
pre-emptive rights based on a resolution by the Board of Directors pursuant to the authorization granted by the Extraordinary General Meeting
held on December 2, 2015 to be paid by contribution in kind with the Alcatel Lucent shares purchased from the JPMorgan Chase Bank, N.A.,
as depositary in the ALU ADS program.
The Group is assessing alternatives to obtain at least 95% of the share capital and voting rights of Alcatel Lucent. With 95% of the share capital and
voting rights, the Group can, in accordance with applicable law and following a buy-out offer, squeeze-out the remaining Alcatel Lucent Equity
Securities, enabling the Group to obtain 100% of the share capital and voting rights of Alcatel Lucent.
In accordance with the terms of the OCEANEs and subject to applicable law, the Group reserves the right to cause Alcatel Lucent to redeem
for cash at par value plus, as applicable, accrued interest, any series of the OCEANEs if less than 15% of the issued OCEANEs of any series
remain outstanding at any time.
The Group has determined that the initial and the reopened exchange offers are linked transactions that are to be considered together as
a single arrangement given that the reopened exchange offer is required by AMF general regulation and is based on the same terms and
conditions as the initial exchange offer.
Alcatel Lucent Equity Securities that may be acquired by the Group in the future (including through the squeeze-out) will be accounted for as equity
transactions with the remaining non-controlling interests in Alcatel Lucent. As such, any new Nokia shares or cash consideration paid to obtain
the additional Alcatel Lucent Equity Securities will be recorded directly within equity against the carrying amount of non-controlling interests.
184
NOKIA IN 2015
Purchase consideration
The purchase consideration comprises the fair value of Alcatel Lucent Equity Securities obtained through the initial and reopened exchange
offers, and the fair value of the portion of Alcatel Lucent stock options and performance shares attributable to pre-combination services that
will be settled with Nokia shares. The fair value of the purchase consideration is based on the closing price of Nokia share of EUR 6.58 on Nasdaq
Helsinki on January 4, 2016, and the exchange offer ratio of 0.55 Nokia share for every Alcatel Lucent share.
Preliminary estimate of the fair value of the purchase consideration:
Alcatel Lucent shares or ADSs
OCEANE convertible bonds
Consideration attributable to the vested portion of replacement share-based payment awards
Preliminary purchase consideration
EURm
10 046
1 570
6
11 622
Purchase accounting
Following the public announcement of the results of the initial exchange offer on January 4, 2016 and the mandatory reopened exchange offer
on February 10, 2016, purchase accounting of the Alcatel Lucent acquisition was started, including the preparation of a purchase price allocation.
As of the date of authorization for issuance of these financial statements, given the size and complexity of the acquired business and the
concurrent preparation of the required 2015 annual filings for Alcatel Lucent, the provisional purchase price allocation is incomplete. Accordingly,
the amounts which will be recognized for each major class of assets acquired and liabilities assumed, and the resulting non-controlling interest
and goodwill to be recognized, have not yet been estimated on a preliminary basis and are not presented.
Acquisition-related costs of EUR 32 million that were not directly attributable to the issue of shares are included in other expenses in the
consolidated income statement and in operating cash flows in the consolidated statement of cash flows for the year ended December 31, 2015.
Nokia Growth Partners raises USD 350 million investment fund for investments in Internet of Things
On February 21, 2016, Nokia Growth Partners announced the closing of a new USD 350 million fund for investments in Internet of Things (IoT)
companies. The fund is sponsored by Nokia and will serve to identify new opportunities to grow the ecosystem in IoT solutions. The fund IV
commitment brings NGP’s total assets under management to over USD 1 billion, including USD 500 million available for new investments.
NOKIA IN 2015
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 income
Other expenses
Operating profit/(loss)
Financial income and expenses
Income from long-term investments
Interest and other financial income
Foreign exchange losses, net
Impairment on investments in subsidiaries and other shares
Interest and other financial expenses
Total financial income and expenses
Profit/(loss) before extraordinary items and tax
Extraordinary items
Group contributions
Gain from sale of shares and businesses
Total extraordinary items
Profit before tax
Income tax (expense)/benefit
Profit 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
9
10
2015
EURm
949
(8)
941
–
(183)
27
(20)
765
42
33
(249)
(24)
(166)
(364)
401
82
695
777
1 178
(91)
1 087
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
186
NOKIA IN 2015
Parent Company statement
of financial position
At December 31
ASSETS
Non-current assets
Intangible assets
Intangible rights
Property, plant and equipment
Land and water areas
Buildings
Machinery and equipment
Other tangible assets
Advance payments and assets under construction
Investments
Investments in subsidiaries
Investments in associated companies
Available-for-sale investments
Other non-current receivables
Deferred tax assets
Total non-current assets
Current assets
Deferred tax assets
Accounts receivable from Group companies
Accounts receivable from other companies
Current loans receivable from Group companies
Other financial assets from Group companies
Other financial assets from other companies
Prepaid expenses and accrued income from Group companies
Prepaid expenses and accrued income from other companies
Short-term investments
Cash and cash equivalents
Total current assets
Total assets
The notes are an integral part of these financial statements.
Notes
2015
EURm
2014
EURm
12
13
13
13
13
13
14
14
14
11
11
19
19
19
19
19
15
15
19
19
3
3
8
98
3
15
1
125
6 292
3
132
6 427
84
138
6 777
25
252
478
4 541
12
96
4
177
2 813
6 033
14 431
21 208
3
3
8
87
6
–
2
103
10 151
3
105
10 259
156
191
10 712
22
150
116
3 986
168
–
–
118
2
347
4 909
15 621
NOKIA IN 2015
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 and other reserves
Reserve for invested non-restricted equity
Retained earnings
Profit for the year
Total equity
Provisions
Non-current liabilities
Long-term interest-bearing liabilities
Advance payments from other companies
Total non-current liabilities
Current liabilities
Current interest-bearing liabilities to Group companies
Current interest-bearing liabilities to other companies
Current liabilities to Group companies
Other financial liabilities to Group companies
Other financial 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
Total current liabilities
Total liabilities
Total shareholders’ equity and liabilities
The notes are an integral part of these financial statements.
Notes
16
16
16, 17
16, 18
16, 17
16, 17
16, 17
21
22
19
19
19
19
19
19
19
23
23
2015
EURm
246
46
(711)
25
3 805
5 275
1 087
9 773
119
1 946
1 234
3 180
6 937
30
270
16
111
348
201
45
13
165
8 136
11 435
21 208
2014
EURm
246
46
(988)
11
3 067
826
5 383
8 591
108
2 841
1 573
4 414
939
–
728
63
–
392
216
16
41
113
2 508
7 030
15 621
188
NOKIA IN 2015
Parent Company statement
of cash flows
Notes
27
27
For the year ended December 31
Cash flow from operating activities
Profit for the year
Adjustments, total
Change in net working capital
Cash (used in)/from operations
Interest received
Interest paid
Other financial income and expenses, net paid
Income taxes, net paid
Net cash (used in)/from operating activities
Cash flow from investing activities
Purchases of shares in subsidiary companies and available-for-sale investments
Purchases of property, plant and equipment and intangible assets
Proceeds from disposal of shares and business
Proceeds from sale of property, plant and equipment and other intangible assets
Proceeds from other long-term receivables
Proceeds from/(payment of) short-term receivables
Dividends received and other proceeds from Group companies
Purchase of short-term investments, liquid assets
Proceeds from short-term investments, liquid assets
Net cash from investing activities
Cash flow from financing activities
Purchase of treasury shares
Stock option exercise
Proceeds from short-term borrowings
Repayments of long-term borrowings
Dividends paid
Support to the Foundation of Nokia Corporation
Group contributions
Net cash from/(used in) financing activities
Net increase 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.
2015
EURm
1 087
(347)
(819)
(79)
33
(115)
(198)
(21)
(380)
(15)
(34)
2 601
8
–
1 705
154
(4 861)
2 098
1 656
(173)
4
6 087
(273)
(507)
–
(728)
4 410
5 686
347
6 033
2014
EURm
5 383
(5 063)
832
1 152
9
(185)
(58)
(188)
730
(2 723)
(10)
6 985
23
7
(2 224)
783
–
2
2 843
(427)
–
201
(1 729)
(1 374)
(3)
75
(3 257)
316
31
347
NOKIA IN 2015
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”).
Intangible assets and property, plant and equipment
Intangible assets and property, plant and equipment 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:
In 2015, the financial position of the Parent Company changed due to
internal restructuring of the treasury activities, whereby all derivative
contracts and investments executed previously by certain subsidiaries
were transferred to the Parent Company. Going forward, most
significant external derivative contracts and investments are executed
through the Parent Company.
On December 4, 2015 the Parent Company sold the shares of
subsidiaries in HERE Business to a consortium of leading automotive
companies, comprising AUDI AG, BMW Group and Daimler AG.
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.
In 2015, comparative presentation of certain items in the Parent
Company financial statements has been modified to conform with
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.
Net sales includes revenue from all licensing negotiations, litigations
and arbitrations to the extent that the criteria for revenue recognition
have been met.
Research and development costs
Research and development costs are expensed as they are incurred.
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.
Pensions
Contributions to pension plans are expensed in the income
statements in the period to which the contributions relate.
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.
Investments
Investments in subsidiaries are stated at cost less accumulated
impairment. Majority of non-current available-for-sale investments
are carried at cost less accumulated impairment. Available-for-sale
investments 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.
Loans receivable
Loans receivable may include loans to customers, suppliers and
subsidiaries. Loans receivable 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.
Short-term investments
Short-term investments primarily consist of highly liquid, fixed-income
and money-market investments that are readily convertible to
known amounts of cash with maturities at acquisition of longer than
three months.
Cash and cash equivalents
Cash and cash equivalents consist of cash at bank and in hand and
available-for-sale investments, cash equivalents. Available-for-sale
investments, cash equivalents consist of 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,
as well as bank deposits with maturities or contractual call periods at
acquisition of three months or less. Due to the high credit quality and
short-term nature of these investments, there is an insignificant risk
of change in value.
190
NOKIA IN 2015
Hedge accounting
The Group applies hedge accounting on certain forward foreign
exchange contracts, certain options or option strategies, and certain
interest rate derivatives.
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.
Deferred tax
Deferred tax liabilities and deferred tax assets are calculated for
temporary differences between book values and tax bases using an
enacted or substantively enacted tax rate at each statement of
financial position date that are expected to apply in the period when
the asset is realized or the liability is settled. Non-current and current
deferred tax liabilities and deferred tax assets are presented
separately on balance sheet. Deferred tax assets are recognized at the
probable amount estimated to be received. Deferred tax assets and
deferred tax liabilities are offset for presentation purposes, because a
company has a legally enforceable right to set off current tax assets
against current tax liabilities.
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.
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.
NOKIA IN 2015
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 expense
Other social expenses
Total
Average number of employees
Production
Marketing
Research and development
Administration
Total average
At December 31
Management compensation
Refer to Note 34, Related party transactions of the consolidated financial statements.
4. Depreciation and amortization by function
EURm
Research and development expenses
Selling, general and administrative expenses
Total
5. Auditor’s fees
EURm
Audit of financial statements
Total
6. Other income
EURm
Income from disposal of property, plant and equipment
Compensation for ligitation costs
Rental income
Other miscellaneous income
Total
2015
949
–
949
2015
37
16
2
2
57
2015
–
61
–
183
244
280
2015
–
7
7
2015
4
4
2015
7
6
2
12
27
2014
572
2 569
3 141
2014
175
49
23
6
253
2014
63
176
1 098
505
1 842
534
2014
3
5
8
2014
4
4
2014
12
–
2
13
27
192
NOKIA IN 2015
7. Other expenses
EURm
Impairment of shares and loans receivable from other investments
Losses on onerous contracts
Restructuring charges
Other miscellaneous expenses
Total
8. Financial income and expenses
EURm
Income from long-term investments
Dividend income from Group companies
Dividend income from other companies
Total
Interest and other financial income
Interest income from Group companies
Interest income from other companies
Other financial income from other companies
Total
Interest and other financial expenses(1)
Interest expenses to Group companies
Interest expenses to other companies
Other financial expenses
Total
2015
–
–
–
(20)
(20)
2014
(44)
(16)
10
(30)
(80)
2015
2014
42
–
42
14
9
10
33
(11)
(113)
(42)
(166)
2 183
(7)
2 176
8
1
–
9
28
(145)
(28)
(145)
(1) Includes EUR 13 million expense for derivative financial instruments designated in hedge accounting relationships (EUR 17 million income primarily from Group companies in 2014) and EUR 2 million
expense for liabilities under fair value hedge accounting (EUR 18 million expense in 2014).
9. Group contributions
EURm
Granted
Received
Total
10. 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
2015
(270)
352
82
2015
(48)
(43)
(91)
(76)
(16)
1
(91)
2014
(728)
–
(728)
2014
(149)
207
58
1 127
(1 083)
14
58
NOKIA IN 2015
193
Financial statements Notes to Parent Company financial statements continued
11. Deferred taxes
EURm
Non-current deferred tax assets
Current deferred tax assets
Total
2015
138
25
163
2014
2014
191
22
213
2015
EURm
Deferred tax assets
Deferred tax liabilities
Deferred tax assets
Deferred tax liabilities
Total before netting
Reclassification due to netting of deferred tax
assets and liabilities
Total after netting
171
(8)
163
12. Intangible assets
EURm
Acquisition cost at January 1, 2014
Additions
Additions through merger
Impairment charges
Disposals and retirements
Accumulated 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
Acquisition cost at January 1 , 2015
Accumulated cost at December 31, 2015
Accumulated amortization at January 1, 2015
Accumulated amortization at December 31, 2015
Net book value at January 1, 2015
Net book value at December 31, 2015
(8)
8
–
Intangible
rights
157
2
7
(24)
(137)
5
(150)
(1)
24
128
(3)
(2)
7
3
5
5
(2)
(2)
3
3
213
–
213
Other
intangible
assets
751
–
–
(58)
(693)
–
(701)
–
58
645
(2)
–
50
–
–
–
–
–
–
–
–
–
–
Total
908
2
7
(82)
(830)
5
(851)
(1)
82
773
(5)
(2)
57
3
5
5
(2)
(2)
3
3
194
NOKIA IN 2015
13. Property, plant and equipment
EURm
Acquisition cost at January 1 , 2014
Additions
Additions through merger
Impairment charges
Disposals and retirements
Acquisition cost at December 31 , 2014
Accumulated depreciation at January 1, 2014
Additions through merger
Impairment charges
Disposals and retirements
Depreciation
Accumulated depreciation at December 31, 2014
Net book value at January 1, 2014
Net book value at December 31, 2014
Acquisition cost at January 1 , 2015
Additions
Disposals and retirements
Reclassifications
Acquisition cost at December 31 , 2015
Accumulated depreciation at January 1, 2015
Disposals and retirements
Depreciation
Accumulated depreciation at December 31, 2015
Net book value at January 1, 2015
Net book value at December 31, 2015
Land and
water areas
Buildings
Machinery
and equipment
Other tangible
assets
Advance
payments and
assets
under
construction
–
9
–
(1)
8
–
–
–
–
–
–
–
8
8
–
–
–
8
–
–
–
–
8
8
–
177
–
(34)
143
–
(82)
–
28
(2)
(56)
–
87
143
3
(1)
14
159
(56)
–
(5)
(61)
87
98
2
40
(1)
(18)
23
–
(33)
1
16
(1)
(17)
–
6
23
–
(2)
–
21
(17)
1
(2)
(18)
6
3
1
2
–
(2)
1
(1)
(1)
–
1
–
(1)
–
–
1
15
(1)
–
15
(1)
1
–
–
–
15
2
–
–
–
2
–
–
–
–
–
–
–
2
2
16
(3)
(14)
1
–
–
–
–
2
1
Total
5
228
(1)
(55)
177
(1)
(116)
1
45
(3)
(74)
–
103
177
34
(7)
–
204
(74)
2
(7)
(79)
103
125
NOKIA IN 2015
195
Financial statements Notes to Parent Company financial statements continued
14. Investments
EURm
Investments in subsidiaries
Net carrying amount at January 1
Additions(1)
Impairment(2)
Disposals(3)
Net carrying amount at December 31
Investments in associated companies
Net carrying amount at January 1 and December 31
Available-for-sale investments
Net carrying amount at January 1
Additions
Impairment
Other changes
Disposals
Net carrying amount at December 31
(1) In 2014, related to the formation of Nokia Technologies 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 2015, relates to the Sale of the HERE Business. In 2014, relates to the Sale of the D&S Business.
Investments in associated companies
Associated company
Sapura-Nokia Telecommunication Sdn Bhd
Noksel A.S
Sapura Nokia Software Sdn Bhd
2015
2014
10 151
–
(24)
(3 835)
6 292
3
105
16
–
12
(1)
132
10 625
4 970
(3 800)
(1 644)
10 151
3
108
15
(12)
–
(6)
105
Ownership
%
40%
20%
50%
Carrying amount
EURk
1 242
986
375
196
NOKIA IN 2015
15. Prepaid expenses and accrued income
EURm
Divestment-related receivables(1)
Current tax asset
Accrued interest
Prepaid and accrued royalty income
Other
Total
(1) Reclassified from other non-current receivables. Relates mainly to the Sale of the D&S Business.
16. Shareholders’ equity
2015
135
15
13
12
6
181
EURm
At January 1, 2014
Settlement of performance and restricted shares
Acquisition of treasury shares
Fair value reserve, increase
Dividends
Other movements
Profit for the year
At December 31, 2014
Settlement of performance and restricted shares
Stock options exercise
Acquisition of treasury shares
Cancellation of treasury shares
Convertible bond conversion
Fair value reserve, increase
Dividends
Profit for the year
At December 31, 2015
Share capital
Share issue
premium
Treasury
shares
Fair value
and other
reserves
Reserve
for invested
non-restricted
equity
246
–
–
–
–
–
–
246
–
–
–
–
–
–
–
–
246
46
–
–
–
–
–
–
46
–
–
–
–
–
–
–
–
46
(608)
47
(427)
–
–
–
–
(988)
23
–
(173)
427
–
–
–
–
(711)
(19)
–
–
30
–
–
–
11
–
–
–
–
–
14
–
–
25
3 099
(32)
–
–
–
–
–
3 067
(16)
4
–
–
750
–
–
–
3 805
Retained
earnings
2 204
–
–
–
(1 374)
(4)
5 383
6 209
–
–
–
(427)
–
–
(507)
1 087
6 362
2014
–
3
1
55
59
118
Total
4 968
15
(427)
30
(1 374)
(4)
5 383
8 591
7
4
(173)
–
750
14
(507)
1 087
9 773
NOKIA IN 2015
197
Financial statements Notes to Parent Company financial statements continued
17. Distributable earnings
EURm
Reserve for invested non-restricted equity
Retained earnings
Profit for the year
Total retained earnings
Treasury shares at cost
Total
18. Fair value and other reserves
EURm
At January 1, 2014
Cash flow hedges:
Net fair value gains
Transfer of gains to income statement as
adjustment to net sales
Transfer of losses to income statement as
adjustment to cost of sales
Available-for-sale investments:
Net fair value gains
At December 31, 2014
Cash flow hedges:
Net fair value gains
Available-for-sale investments:
Net fair value gains
Transfer to income statement on disposal
At December 31, 2015
2015
3 805
5 275
1 087
10 167
(711)
9 456
2014
3 067
826
5 383
9 276
(988)
8 288
Hedging reserve
Available-for-sale investments
Total
Gross
(17)
Tax
–
3
(2)
18
–
2
7
–
–
9
–
–
–
–
–
(2)
–
–
(2)
Net
(17)
3
(2)
18
–
2
5
–
–
7
Gross
(2)
Tax
–
Net
(2)
Gross
(19)
Tax
–
Net
(19)
–
–
–
–
–
–
(4)
–
(4)
–
–
–
11
9
–
10
(1)
18
3
(2)
18
11
11
7
14
(1)
31
–
–
–
–
–
(2)
(4)
–
(6)
3
(2)
18
11
11
5
10
(1)
25
–
–
11
9
–
14
(1)
22
198
NOKIA IN 2015
19. Fair value of financial instruments
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
132
EURm
2015
Available-for-sale investments
Accounts receivable from Group companies,
derivatives
Accounts receivable from other companies,
derivatives
Current loans receivable from Group
companies
Other financial assets from Group companies
Other financial assets from other companies
Short-term investments
Cash and cash equivalents
Total financial assets
Long-term interest-bearing liabilities to
other companies(2)
Current interest-bearing liabilities to Group
companies
Current interest-bearing liabilities to other
companies
Current liabilities to Group companies, other
Other financial liabilities to Group companies,
derivatives
Other financial liabilities to other companies,
derivatives
Accounts payable to Group companies
Accounts payable to other companies
Total financial liabilities
2014
Available-for-sale investments
Accounts receivable from Group companies
Accounts receivable from other companies
Current loans receivable from Group
companies
Other financial assets from Group companies,
derivatives
Short-term investments
Cash and cash equivalents
Total financial assets
Long-term interest-bearing liabilities to
other companies(2)
Long-term interest-bearing liabilities to
Group companies
Current interest-bearing liabilities to Group
companies
Current liabilities to Group companies
Other financial liabilities to Group companies,
derivatives
Accounts payable to Group companies
Accounts payable to other companies
Total financial liabilities
2 126
6 033
8 159
132
12
96
687
795
16
111
252
478
4 541
5 271
–
30
270
201
45
9 429
1 946
1 946
2 017
6 937
6 937
6 937
Total
132
252
478
4 541
12
96
2 813
6 033
14 357
Total
132
252
478
4 541
12
96
2 813
6 033
14 357
30
270
16
111
201
45
9 556
105
150
116
30
270
16
111
201
45
9 627
105
150
116
3 986
3 986
168
2
347
4 874
168
2
347
4 874
–
–
127
–
105
150
116
3 986
168
2
347
349
105
168
4 252
–
2 558
2 558
3 976
283
939
728
63
63
216
16
4 740
–
–
–
283
939
728
63
216
16
4 803
283
939
728
63
216
16
6 221
(1) For items not carried at fair value, the following fair value measurement methods are used. The fair value is estimated to equal the 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 values of long-term interest bearing
liabilities are based on discounted cash flow analysis (level 2) or quoted prices (level 1). 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.
(2) 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 2015
199
Financial statements Notes to Parent Company financial statements continued
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 fair value hierarchy.
20. Derivative financial instruments
In 2015, the Company became the centralized external dealing entity in the Group. The Company executes all significant external derivative
transactions with banks based on the Group’s risk management strategy, and executes identical opposite internal derivative transactions
with Group Companies as required. Derivative financial instrument designation to hedging relationships in the table below presents the use
of and accounting for derivative financial instruments from the perspective of the Company’s standalone financial statements, which may
differ from the designation in the consolidated financial statements. Refer to Note 20, Derivative financial instruments in the consolidated
financial statements.
EURm
2015
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, Group companies
Forward foreign exchange contracts
Currency options bought
Currency options sold, Group companies
Currency options sold
Interest rate swaps
Total
2014
Fair value hedges:
Interest rate swaps, Group companies
Cash flow and fair value hedges:(3)
Cross currency interest rate swaps, Group companies
Derivatives not designated in hedge accounting relationships carried at fair value
through profit and loss:
Forward foreign exchange contracts, Group companies
Currency options bought, Group companies
Currency options sold, Group companies
Total
Assets
Liabilities
Fair value(1)
Notional(2)
Fair value(1)
Notional(2)
51
17
12
23
4
–
–
–
107
72
63
32
–
–
167
300
355
1 046
3 185
456
–
–
–
5 342
378
382
1 694
78
–
2 532
–
(5)
(13)
(56)
–
(3)
–
(50)
(127)
–
–
(62)
–
(1)
(63)
–
646
3 334
3 642
–
286
162
646
8 716
–
–
2 487
–
83
2 570
(1) Included in other financial assets and other financial liabilities in the 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.
200
NOKIA IN 2015
21. Provisions
EURm
Divestment-related
Other
Total
22. Long-term interest-bearing liabilities
EURm
Bonds
Convertible bond
Liabilities to Group companies
Total
EURm
Bonds
2009–2019
2009–2019
2009–2039(1)
Total
Convertible bond(2)
2012–2017
Total
2015
106
13
119
2015
1 946
–
–
1 946
2014
103
5
108
2014
1 813
745
283
2 841
Nominal value
million
Nominal interest
%
2015
2014
1 000 USD
500 EUR
500 USD
5.375
6.750
6.625
750 EUR
5.000
941
538
467
1 946
–
–
847
548
418
1 813
745
745
(1) Repayable after 5 years .
(2) The Group has exercised its option to redeem EUR 750 million convertible bonds in November 2015 at their principal amount outstanding plus accrued interest. Virtually all bondholders elected to
convert their convertible bonds into Nokia shares before redemption.
All of these borrowings are senior unsecured and have no financial covenants.
23. Accrued expenses and deferred revenue
EURm
Divestment-related
Accrued interest
Salaries and social expenses
Taxes
Other accrued liabilities to Group companies
Other accrued liabilities to other companies
Total
2015
63
41
16
16
12
30
178
2014
36
47
11
(4)
41
23
154
NOKIA IN 2015
201
Financial statements Notes to Parent Company financial statements continued
24. Commitments and contingencies
EURm
Contingent liabilities on behalf of Group companies
Financial guarantees
Leasing guarantees
Other guarantees
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
Other guarantees
2015
7
68
404
15
6
133
Certain India related accounts receivable are under payment restrictions due to on-going tax proceedings.
25. Leasing contracts
At December 31, 2015 lease obligations amounted to EUR 0.4 million (EUR 5 million in 2014).
26. 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, 2015.
27. Notes to the statement of cash flows
EURm
Adjustments for
Depreciation and amortization
Profit on disposal of property, plant and equipment and available-for-sale investments
Income tax expense/(benefit)
Financial income and expenses
Impairment charges
Gain on sale of shares and businesses
Asset retirements
Share-based payment
Other income and expenses, net
Total
Change in net working capital
Increase in accounts receivable
Decrease in inventories
(Decrease)/increase in interest-free short-term liabilities
Total
2015
7
(7)
91
340
24
(718)
4
8
(96)
(347)
(417)
–
(402)
(819)
2014
–
79
16
13
6
17
2014
8
(14)
(58)
(1 850)
3 812
(8 483)
1
26
1 495
(5 063)
(129)
2
959
832
In 2015, the Company exercised its option to redeem EUR 750 million convertible bonds at their principal amount outstanding plus accrued
interest. The redemption led to materially all convertible bonds being converted to Nokia shares, resulting in no cash impact. In 2014, the
convertible bonds issued to Microsoft in 2013 have been netted against the proceeds from the Sale of the D&S Business.
28. Principal Group companies
Refer to Note 33, Principal Group companies of the consolidated financial statements.
Full list of Group companies is included in the Financial statements filed with the Registrar of Companies.
29. Shares of the Parent Company
Refer to Note 24, Shares of the Parent Company in the consolidated financial statements.
30. Risk management
The Group has a systematic and structured approach to risk management across business operations and processes. Risk management policies
and procedures are Group-wide, there are no separate or individual risk management policies or procedures for the Parent Company. Hence,
internal and external risk exposures and transactions are managed only in the context of the Group risk management strategy. Refer to Note 35,
Risk management in the consolidated financial statements.
31. Subsequent events
Refer to Note 36, Subsequent events in the consolidated financial statements.
202
NOKIA IN 2015
Signing of the Annual Accounts 2015
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, 2015 amounted to EUR 9 456 million.
The Board proposes to the Annual General Meeting that from the retained earnings a dividend of EUR 0.16 per share and a special dividend
of EUR 0.10 per share be paid out on the shares of the Company. At December 30, 2015, the total number of shares of the Company was
3 992 863 716, based on which the maximum amount to be distributed as dividend would be EUR 1 038 million. At March 31, 2016 the number
of shares of the company entitled to dividend was 5 775 945 340, based on which the maximum amount to be distributed as dividend would
be EUR 1 502 million.
The proposed dividend is in line with the Company’s distribution policy.
April 1, 2016
Risto Siilasmaa
Chairman of the Board
Vivek Badrinath
Bruce Brown
Louis R. Hughes
Simon Jiang
Jouko Karvinen
Jean C. Monty
Elizabeth Nelson
Olivier Piou
Kari Stadigh
Rajeev Suri
President and CEO
NOKIA IN 2015
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, April 1, 2016
PricewaterhouseCoopers Oy
Authorised Public Accountants
Heikki Lassila
Authorised Public Accountant
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 2015. 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.
204
NOKIA IN 2015
Other information
Contents
Forward-looking statements
Glossary of terms
Investor information
Contact information
206
208
211
212
NOKIA IN 2015
205
Other information 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)
our ability to integrate Alcatel Lucent into our operations and
achieve the targeted business plans and benefits, including
targeted synergies in relation to the acquisition of Alcatel Lucent
announced on April 15, 2015 and closed in early 2016;
B)
our ability to squeeze out the remaining Alcatel Lucent
shareholders in a timely manner or at all to achieve full ownership
of Alcatel Lucent;
C)
expectations, plans or benefits related to our strategies and
growth management;
D) expectations, plans or benefits related to future performance
of our businesses;
E)
F)
G)
expectations, plans or benefits related to changes in our
management and other leadership, operational structure and
operating model, including the expected characteristics, business,
organizational structure, management and operations following
the acquisition of Alcatel Lucent;
expectations regarding market developments, general economic
conditions and structural changes;
expectations and targets regarding financial performance, results,
operating expenses, taxes, cost savings and competitiveness, as
well as results of operations including targeted synergies and those
related to market share, prices, net sales, income and margins;
H) timing of the deliveries of our products and services;
I)
J)
K)
L)
expectations and targets regarding collaboration and partnering
arrangements, as well as our expected customer reach;
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; and
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. Factors, including risks
and uncertainties, that could cause such differences include, but are
not limited to:
1)
2)
3)
4)
5)
6)
7)
8)
9)
our ability to execute our strategy, sustain or improve the
operational and financial performance of our business or correctly
identify or successfully pursue business opportunities or growth;
our ability to achieve the anticipated business and operational
benefits and synergies from the Alcatel Lucent transaction,
including our ability to integrate Alcatel Lucent into our operations
and within the timeframe targeted, and our ability to implement
our organization and operational structure efficiently;
our ability to complete the purchases of the remaining outstanding
Alcatel Lucent securities and realize the benefits of the public
exchange offer for all outstanding Alcatel Lucent securities;
our dependence on general economic and market conditions and
other developments in the economies where we operate;
our dependence on the development of the industries in which
we operate, including the cyclicality and variability of the
telecommunications industry;
our exposure to regulatory, political or other developments in
various countries or regions, including emerging markets and the
associated risks in relation to tax matters and exchange controls,
among others;
our ability to effectively and profitably compete and invest in
new competitive high-quality products, services, upgrades and
technologies and bring them to market in a timely manner;
our dependence on a limited number of customers and large
multi-year agreements;
Nokia Technologies’ ability to maintain and establish new sources
of patent licensing income and IPR-related revenues, particularly
in the smartphone market;
10) our dependence on IPR technologies, including those that we
have developed and those that are licensed to us, and the risk of
associated IPR-related legal claims, licensing costs and restrictions
on use;
11) our exposure to direct and indirect regulation, including economic
or trade policies, and the reliability of our governance, internal
controls and compliance processes to prevent regulatory penalties;
12) our reliance on third-party solutions for data storage and the
distribution of products and services, which expose us to risks
relating to security, regulation and cybersecurity breaches;
13) Nokia Technologies’ ability to generate net sales and profitability
through licensing of the Nokia brand, the development and sales
of products and services, as well as other business ventures which
may not materialize as planned;
206
NOKIA IN 2015
Introduction and use of certain terms
Nokia Corporation is a public limited liability company incorporated
under the laws of the Republic of Finland. In this annual report,
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, 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.
14) our exposure to legislative frameworks and jurisdictions that
regulate fraud, economic trade sanctions and policies, and Alcatel
Lucent’s previous and current involvement in anti-corruption
allegations;
15) the potential complex tax issues, tax disputes and tax obligations
we may face in various jurisdictions, including the risk of
obligations to pay additional taxes;
16) our actual or anticipated performance, among other factors,
which could reduce our ability to utilize deferred tax assets;
17) our ability to retain, motivate, develop and recruit appropriately
skilled employees;
18) our ability to manage our manufacturing, service creation, delivery,
logistics and supply chain processes, and the risk related to our
geographically-concentrated production sites;
19) the impact of unfavorable outcome of litigation, arbitration,
agreement-related disputes or allegations of product liability
associated with our businesses;
20) exchange rate fluctuations;
21) inefficiencies, breaches, malfunctions or disruptions of
information technology systems;
22) our ability to optimize our capital structure as planned and
re-establish our investment grade credit rating or otherwise
improve our credit ratings;
23) uncertainty related to the amount of dividends and equity return
we are able to distribute to shareholders for each financial period;
24) our ability to achieve targeted benefits from or successfully
implement planned transactions, as well as the liabilities
related thereto;
25) our involvement in joint ventures and jointly-managed companies;
26) performance failures by our partners or failure to agree to
partnering arrangements with third parties;
27) our ability to manage and improve our financial and operating
performance, cost savings, competitiveness and synergy benefits
after the acquisition of Alcatel Lucent;
28) adverse developments with respect to customer financing
or extended payment terms we provide to customers;
29) the carrying amount of our goodwill may not be recoverable;
30) risks related to undersea infrastructure;
31) unexpected liabilities with respect to pension plans, insurance
matters and employees; and
32) unexpected liabilities or issues with respect to the acquisition
of Alcatel Lucent, including pension, post-retirement, health
and life insurance and other employee liabilities or higher than
expected transaction costs, as well as the risk factors specified
on pages 70 and 71 of this annual report under “Operating and
financial review and prospects—Risk factors”,
as well as in Nokia’s other filings with the U.S. Securities and Exchange
Commission. 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. We do 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.
NOKIA IN 2015
207
Other information 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.
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.
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. Refer also to 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.
Converged Core: A business line of Nokia’s Mobile Networks business
group providing solutions for the core network of the future.
Core network: A combination of exchanges and the basic transmission
equipment that together form the basis for network services.
Customer Experience Management: Software suite used to manage
and improve the customer experience, based on customer, device
and network insights.
Devices & Services: Nokia’s former mobile device business,
substantially all of which was sold to Microsoft.
ADSL (Asymmetric Digital Subscriber Line): A data communications
technology that enables faster data transmission over copper
telephone lines rather than a conventional modem can provide;
the technology that introduced broadband to the masses.
Digital: A signaling technique in which a signal is encoded into digits
for transmission.
Discontinued operations: Mainly refers to the divestment of our
HERE business to an automotive consortium.
Alcatel Lucent SA: Alcatel Lucent, a subsidiary of Nokia Corporation.
API (Application Programming Interface): A set of routines, protocols,
and tools for building software applications, specifying how software
components should interact.
Applications & Analytics: Nokia’s business group offering
carrier-grade software applications and platforms to provide
operations and business support systems, build, deliver, and optimize
services, enable their monetization, and to improve customer
experience.
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.
Bell Labs: Nokia’s research arm discovering and developing the
technological shifts needed for the next phase of human existence
as well as exploring and solving complex problems to radically
redefine networks.
Broadband: The delivery of higher bandwidth by using transmission
channels capable of supporting data rates greater than the primary
rate of 9.6 Kbps.
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
ETSI (European Telecommunications Standards Institute): Standards
produced by the ETSI contain technical specifications laying down the
characteristics required for a telecommunications product.
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’).
Fixed Networks: Nokia’s Fixed Networks business group provides
copper and fiber access products, solutions, and services.
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.
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.
Churn: Churn rate is a measure of the number of customers or
subscribers who leave their service provider, e.g. a mobile operator,
during a given time period.
Cloud: Cloud computing is a model for enabling ubiquitous,
convenient, on-demand network access to a shared pool of
configurable computing resources (e.g., networks, servers, storage,
applications and services) that can be rapidly provisioned and released
with minimal management effort.
CloudBand: Nokia’s Cloud management and orchestration solutions
enabling a unified Cloud engine and platform for NFV.
Continuing operations: Refers to the Continuing operations following
the Sale of the HERE Business in 2015 and the Sale of the D&S
Business in 2014. Nokia’s Continuing operations in 2015 included
two businesses: Nokia Networks and Nokia Technologies.
G.fast: A fixed broadband technology able to deliver up to 1Gbps
over very short distances (for example for in-building use, also
called “Fiber-to-the-Building”). Launched in 2014, G.fast uses more
frequencies and G.fast Vectoring techniques to achieve higher speeds.
Global Services: A segment within Nokia Networks in 2015. Global
Services provided mobile operators with a broad range of services,
including professional services, network implementation and customer
care services.
GPON (Gigabit Passive Optical Networking): A fiber access
technology that delivers 2.5Gbps over a single optical fiber to multiple
end points including residential and enterprise sites.
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.
208
NOKIA IN 2015
HERE: A Nokia company focused on mapping and location intelligence
services, which was divested to an automotive consortium in 2015.
Internet of Things (IoT): 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.
Implementation patents: Implementation patents include
technologies used to implement functionalities in products or
services which are not covered by commitments to standards setting
organizations, so they typically offer product differentiation by giving
competitive advantage, such as increased performance, smaller size
or improved battery life and the patent owner has no obligation to
license them to others.
Industrial design: Design process applied for products that will
be manufactured at mass scale.
Internet Protocol: A network layer protocol that offers a
connectionless internet work service and forms part of the
TCP/IP protocol.
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 (IMS): 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.
IPTV (Internet Protocol Television): Television services delivered over
Internet protocol infrastructure through a telephone or cable network
using a broadband access line.
IP/Optical Networks: Nokia’s IP/Optical Networks business group
provides the key IP routing and optical transport systems, software
and services to build high capacity network infrastructure for the
internet and global connectivity.
Labs: The R&D unit of Nokia Technologies, primarily supporting Nokia
Technologies’ longer-term Digital Media and Digital Health offering
along with advanced concepts, and driving the renewal of our
intellectual property portfolio.
LTE (Long-Term Evolution): 3GPP radio technology evolution
architecture and a standard for wireless communication of high-speed
data. Also referred to as 4G, refer to 4G above.
LTE-M: An IoT radio technology addressing demanding IoT applications
needs with low to mid-volume data use of up to about 1Mbps. The
technology also simplifies modems by about 80%.
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 in 2015. Mobile
Broadband provided mobile operators with radio and core network
software together with the hardware needed to deliver mobile voice
and data services.
Mobile Networks: Nokia’s Mobile Networks business group offers an
industry-leading portfolio of end-to-end mobile networking solutions
comprising hardware, software, and services for telecommunications
operators, enterprises, and related markets/verticals such as public
safety and IoT.
Networks business: Comprises the Mobile Networks, Fixed Networks,
Applications & Analytics, and IP/Optical Networks business groups for
financial reporting purposes.
Nokia Airframe: Nokia’s 5G-ready data center product that combines
the benefits of Cloud computing technologies with the requirements
of the core and radio telecommunications world.
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.
NGOA (Next Generation Optical Access): Future telecommunications
system based on fiber optic cables capable of achieving bandwidth
data rates greater than 100 Mbps.
Nokia Networks: A Nokia business in 2015 focused on mobile network
infrastructure software, hardware and services. After the closing of
the public exchange offer for all outstanding Alcatel Lucent securities,
this business is conducted through Networks’ four business groups:
Mobile Networks, Fixed Networks, Applications & Analytics, and
IP/Optical Networks.
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.
Nuage Networks: A wholly owned subsidiary of Alcatel Lucent, delivers
a SDN solution to eliminate key data center network constraints that
hinder Cloud services adoption.
Operating system (OS): 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.
OZO: Nokia’s professional Virtual Reality camera, crafted by
Nokia Technologies.
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.
PON (Passive Optical Networking): A fiber access architecture in
which unpowered Fiber Optic Splitters are used to enable a single
optical fiber to serve multiple end-points without having to provide
individual fibers between the hub and customer.
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Other information VDSL2 (Very High Bit Rate Digital Subscriber Line 2): A fixed
broadband technology, the successor of ADSL. Launched in 2007,
it typically delivers a 30Mbps broadband service from a street
cabinet (also called a “Fiber-to-the-Node” deployment) over
existing telephone lines.
VDSL2 Vectoring: A fixed broadband technology launched in 2011,
able to deliver up to 100Mbps over a VDSL2 line by applying noise
cancellation techniques to remove cross-talk between neighboring
VDSL2 lines.
VoLTE (Voice over LTE): Required to offer voice services on an all-IP
LTE network and generally provided using IP Multimedia Subsystem.
Vplus: A fixed broadband technology, between VDSL2 Vectoring and
G.fast in terms of bandwidth and distances, typically used in FTTN
(ode) deployments. Launched in 2015, it delivers up to 300Mbps
and has been standardized as VDSL2 35b.
WCDMA (Wideband Code Division Multiple Access): A
third-generation mobile wireless technology that offers high data
speeds to mobile and portable wireless devices.
WLAN (Wireless Local Area Network): A local area network using
wireless connections, such as radio, microwave or infrared links,
in place of physical cables.
XG-FAST: A Bell Labs extension of G.fast technology, using even
higher frequencies. Capable of delivering over 10Gbps, over 2 bonded
telephone lines, over very short distances.
Glossary of terms continued
Programmable World: A world where connectivity will expand
massively, linking people as well as 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.
Service Delivery Hub: Smaller service delivery centers, typically
focused on specific technology or language.
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 picocells)
that 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.
SON (Self-Organizing Network): An automation technology designed
to make the planning, configuration, management, optimization and
healing of mobile radio access networks simpler and faster.
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.
TWDM-PON (Time Wavelength Division Multiplexing Passive Optical
Network): The latest generation fiber access technology, which uses
multiple wavelengths to deliver up to 40Gbps total capacity to homes,
businesses, and base stations. Also known as NG-PON2.
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NOKIA IN 2015
Investor information
Information on the Internet
www.nokia.com
Available on the internet: financial reports, members of the 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.
Investor Relations contacts
investor.relations@nokia.com
Annual General Meeting
Thursday, June 16, 2016
Date:
Place:
Helsinki, Finland
Dividend
The Board proposes to the Annual General Meeting an ordinary
dividend of EUR 0.16 per share for the year 2015 and a planned special
dividend of EUR 0.10 per share.
Financial reporting
Nokia’s interim reports in 2016 are planned for May 10, August 4, and
October 27. The full-year 2016 results are planned to be published
in January 2017.
Information published in 2015
All Nokia’s global press releases and statements published in 2015
are available on the internet at company.nokia.com/en/news/
press-releases.
Stock exchanges
The Nokia Corporation share is quoted on the following stock
exchanges:
Nasdaq Helsinki (since 1915)
New York Stock Exchange (since 1994)
Euronext Paris (since 2015)
Symbol
NOKIA
NOK
NOKIA
Trading currency
EUR
USD
EUR
Documents on display
The documents referred to in this annual report can be read at the
Securities and Exchange Commission’s public reference facilities
at 100 F Street, N.E., Room 1580, Washington, D.C. 20549.
NOKIA IN 2015
211
Other information Contact information
Nokia Head Office
Karaportti 3
FI-02610 Espoo, Finland
FINLAND
Tel. +358 (0) 10 44 88 000
Fax +358 (0) 10 44 81 002
212
NOKIA IN 2015
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