UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

 

¨Registration statement pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934

or

 

xAnnual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Fiscal Year Ended December 31, 20132014

or

 

¨Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from/to

or

 

¨Shell company report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of event requiring this shell company report:

Commission file number 000–12033

TELEFONAKTIEBOLAGET LM ERICSSON

(Exact Name of Registrant as Specified in Its Charter)

LM ERICSSON TELEPHONE COMPANY

(Translation of Registrant’s Name Into English)

Kingdom of Sweden

(Jurisdiction of Incorporation or Organization)

SE-164 83 Stockholm, Sweden

(Address of Principal Executive Offices)

Roland Hagman, Vice President Group Function Financial Control

Telephone: +46 10 719 53 80, E-mail:Email: roland.hagman@ericsson.com

SE-164 83 Stockholm, Sweden

(Name, Telephone, E-mail and/or Facsimile Number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

 

Name of Each Exchange on Which registeredRegistered

American Depositary Shares (each representing one B share) The NASDAQ Stock Market LLC
B Shares * The NASDAQ Stock Market LLC

 

*Not for trading, but only in connection with the registration of the American Depositary Shares representing such B Shares pursuant to the requirements of the Securities and Exchange Commission

Securities registered pursuant to Section 12(g) of the Act:

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the Annual Report:

 

B shares (SEK 5.00 nominal value)

   3,043,295,752  

A shares (SEK 5.00 nominal value)

   261,755,983  

C shares (SEK 1.00 nominal value)

   0  

Indicate by check mark if the registrant is a well-seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  x    No  ¨

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.    Yes  ¨    No  x

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨     No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act.

x  Large accelerated filer             ¨  Accelerated filer             ¨  Non-accelerated filer

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

US GAAP  ¨    International Financial Reporting Standards as issued by the International Accounting Standards Board  x    Other  ¨

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.     Item 17  ¨     Item 18  ¨

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x


CONTENTS

 

FORM 20-F 20132014 CROSS-REFERENCE TABLE

 i  

THIS IS ERICSSON IN BRIEF

 1  

2013 AT A GLANCE2014 IN REVIEW

 32  

LETTER FROM THE CEO

 54  

MARKET TRENDSTHIS IS ERICSSON

 76  

OUR MARKETSTHE STRATEGIC DIRECTION

 109  

OUR STRATEGYCORE BUSINESS

 11  

HOW WE CREATE VALUETARGETED AREAS

 1316  

HOW WE WORKRESOURCE ALLOCATION

 2115

THE IPR PORTFOLIO

22

BUSINESS STRUCTURE

23

THE PEOPLE

29  

SUSTAINABILITY AND CORPORATE RESPONSIBILITY

 17

OUR SOLUTIONS

19

OUR PERFORMANCE

23

REGIONAL DEVELOPMENT

25

FIVE-YEAR SUMMARY

2631  

LETTER FROM THE CHAIRMAN

 2733  

BOARD OF DIRECTORS’ REPORT

 2834  

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 4147  

CONSOLIDATED FINANCIAL STATEMENTS

 4248  

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 4955  

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

 9394  

RISK FACTORS

 9495  

FORWARD-LOOKING STATEMENTS

 102103  

CORPORATE GOVERNANCE REPORT 20132014

 104105  

REMUNERATION REPORT

 127132

ERICSSON AND THE CAPITAL MARKET

136  

SHARE INFORMATION

 131138  

SUPPLEMENTAL INFORMATION

 135142  

RECONCILIATIONS TO IFRS

 150155

FIVE-YEAR SUMMARY

157  

GLOSSARY

 152158  

FINANCIAL TERMINOLOGY

 153159  

SHAREHOLDER INFORMATION

 154160  

SIGNATURES

 155162  


Ericsson Annual Report on Form 20-F 20132014

 

FORM 20-F 20132014 CROSS-REFERENCE TABLE

This document comprises the English version of our Swedish Annual Report for 20132014 and our Annual Report on Form 20-F for the year ended December 31, 2013.2014. Reference is made to the Form 20-F 20132014 cross-reference table on pages i to vi hereof and the Supplemental Information beginning on page 135,142, which contains certain other information required by Form 20-F. Only (i) the information in this document that is referenced in the Form 20-F 20132014 cross-reference table, (ii) the Supplemental Information, (iii) the section entitled“Forward-looking statements” and (iii)(iv) the Exhibits required to be filed pursuant to the Form 20-F shall be deemed to be filed with the Securities and Exchange Commission for any purpose, including incorporation by reference into the Registration Statement on Form F-3 filed on April 23, 2012 (File No. 333-180880) and any other documentsdocument filed by us pursuant to the Securities Act of 1933, as amended, which incorporates by reference the 20132014 Form 20-F. Any information herein which is not referenced in the Form 20-F 20132014 cross-reference table or filed as an exhibit thereto shall not be deemed to be so incorporated by reference.

This annual report includes financial measures that were not calculated or presented in accordance with IFRS, and we refer to these measures as non-IFRS financial measures. Reconciliations of these non-IFRS financial measures to the most directly comparable IFRS financial measures can be found on pages 150-151155-156 of this annual report.

Market data and certain industry forecasts used herein were obtained from internal surveys, market research, publicly available information and industry publications. While we believe that market research, publicly available information and industry publications we use are reliable, we have not independently verified market and industry data from third-party sources. Moreover, while we believe our internal surveys are reliable, they have not been verified by any independent source.

The information included on the websites that appear in the Annual Report on Form 20-F is not incorporated by reference in the report.

The following cross-reference table indicates where information required by Form 20-F may be found in this document.

 

Form 20-F Item Heading

  

Location in Document

  Page
Number
 

PART I

    

1

 Identity of Directors, Senior management and advisers.  N/A  

2

 

Offer statistics and timetable

  N/A  

3

 

Key information

    
 A  

Selected financial data

  Five-year summary   26157  
     Reconciliations to IFRS   150-151155-156  
     Financial terminology   153159  
     Supplemental information  
     

Exchange rates

   153142  
 B  

Capitalization and indebtedness

  N/A   -  
 C  

Reason for offer and use of proceeds

  N/A   -  
 D  

Risk factors

  Risk factors   94-10195-102  

4

 

Info on the Company

    
 A  

History and development of the Company

  Our Business  
     

2013 at a glance—2013Ericsson in reviewbrief

   41  
     

2014 in review

2
Board of Directors’ Report

  
     

Business in 20132014

   2834  
     

Capital expenditures

   3137  
     

Notes to the Consolidated financial statements

  
     

Note C26—Business combinations

   8485-86  
     

Supplemental information

General facts onNote C32—Events after the Companyreporting period

   135

Company history and development

13593  

 

i


Ericsson Annual Report on Form 20-F 20132014

 

Form 20-F Item Heading

  

Location in Document

  Page
Number
Supplemental information

General facts on the Company

142

Company history and development

142  
 B  Business overview    
     Our business  
     

This is Ericsson in brief

   1  
     

Our marketsThis is Ericsson

   106-8  
     

Our strategyThe strategic direction

   11-129-10  
     

How we create valueCore business

   13-1411-15  
     

Our solutionsTargeted areas

   19-2216-20

Resource allocation

21

The IPR portfolio

22

Business structure

23-26  
     

Regional development

   2527  
     Board of Directors’ report  
     

Business in 2013

28

Financial highlights—Research and development, patents and licensing

   3037  
     

Financial highlights—Seasonality

   3137  
     

Business results—Segments

   3238  
     

Business results—Regions

   32-3339  
     

Material contracts

   3541  
     

Sourcing and supply

   3641  
     

Sustainability and corporate responsibility

   36-3842-43  
     

Notes to the consolidated financial statements

  
     

Note C3—Segment information

   59-6162-65  
     Risk factors  
     

Market, technology and business risks

   94-9995-100  
     

Regulatory, compliance and corporate governance risks

   99-100100-102  
     

Corporate governance report 2013

2014
  
     

Regulation and compliance

   105106  
     

Form 20-F 2013 cross reference2014 cross-reference table

   i  
     

Supplemental information

  
     

Disclosure pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 20132012 (ITRA)

   147152  
 C  

Organizational structure

    
     

Supplemental information

  
     

General facts on the company

   135142  
     

Investments

   148-149153-154  
 D  

Property, plants and equipment

    
     

Our business

  
     

Sustainability and corporate responsibility

   17-1831-32  
     Supplemental information  
     

Primary manufacturing and assembly facilities

   135143  
     Notes to the consolidated financial statements  
     

Note C11—Property, plant and equipment

   6770  
     

Note C27—Leasing

   8687  
     Board of Directors’ report  
     

Financial highlights—Capital expenditures

   3137  
     

Sustainability and corporate responsibility

   36-3842-43  
     Risk factors  
     

Regulatory, compliance and corporate governance risks

   99-100100-102  

4A

 Unresolved staff comments     -  

5

 

Operating and financial review and prospects

     -  
 A  Operating results    
     

Our business

  
     

Our segmentsEricsson in brief

   21  
     

2013 at a glanceThis is Ericsson

   36  
     

Our performanceBusiness structure

   23-24

Regional development

2523-28  
     

Five-year summary

   26157  
     

Board of Directors’ report

  
     

Business in 20132014

   2834  
     

Financial highlights

   28-3135-37  
     

Business results—Segments

   3238  
     

Business results—Regions

   32-3339  
     

Risk management

   36

Notes to the consolidated financial statements

Note C1—Significant accounting policies

49-57

Note C20—Financial risk management and financial instruments—Foreign exchange risk

79-8041  

 

ii


Ericsson Annual Report on Form 20-F 20132014

 

Form 20-F Item Heading

  

Location in Document

  Page
Number
 
     

Notes to the consolidated financial statements

Note C1—Significant accounting policies

55-61

Note C20—Financial risk management and financial instruments—Foreign exchange risk

81-83
Risk Factors  
     

Market, technology and business risks

   94-9995-100  
     Supplemental information  
     

Operating results for the years ended December 31, 2012 and 2013

   136-142143-146  
 B  

Liquidity and capital resources

    
     Board of Directors’ report  
     

Financial highlights—Balance sheet and other performance indicatorsWorking capital

   29-3036

Financial highlights—Cash flow

36

Financial highlights—Financial position

36  
     

Financial highlights—Seasonality

   3137  
     

Financial highlights—Capital expenditures

   3137  
     

Notes to the consolidated financial statements

  
     

Note C19—Interest-bearing liabilities

   7880  
     

Note C20—Financial risk management and financial instruments

   79-8281-83  
     

Note C25—Statement of cash flows

   8384  
     Supplemental information  
     

Financial positionOperating results for the years ended December 31, 2012 and 2013—Balance sheet and other performance indicators

   137-138

Cash flow

139144  
 C  

R&D, Patents and licenses, etc.

    
     Five-year summary   26157  
     Our business  
     

How we work—Technology and services leadershipResource allocation

   1521

The IPR portfolio

22  
     Board of Directors’ report  
     

Financial highlights—Research and development, patents and licensing

   3037  
     Supplemental information  
     

FinancialOperating results of operations—Operating expensesfor the years ended December 31, 2012 and 2013—Research and development, patents and licensing

   136144  
     Consolidated financial statements  
     

Consolidated income statement

   4248  
 D  

Trend information

  Our business  
     

Market trendsThis is Ericsson—Transformation

   7-97-8  
     

Our strategyThe strategic direction

   11-129-10  
 E  

Off-balance sheet arrangements

    
     Board of Directors’ report  
     

Financial highlights—Off-balance sheet arrangements

   3137  
     

Notes to the consolidated financial statements

  
     

Note C14—Trade receivables and customer finance, Transfers of financial assets

   7172  
     

Note C24—Contingent liabilities

   8384  
 F  

Tabular disclosure of contractual obligations

    
     

Notes to the consolidated financial statements

  
     

Note C31—Contractual obligations

   9293  
6 

Directors, senior management and employees

    
 A  

Directors and senior management

    
     Corporate governance report 20132014  
     

Members of the Board of Directors

   114-117117-120  
     

Members of the Executive Leadership Team

   122-123125-128  
 B  Compensation    
     

Board of Directors’ report

  
     

Corporate governance—Remuneration

   34-3540-41  
     

Corporate Governance Report 20132014

  
     

Remuneration to Board members

   113116  
     Remuneration report   127-130132-135  
     

Notes to the consolidated financial statements

  
     

Note C17—Post-employment benefits

   73-7675-78  
     

Note C28—Information regarding members of the Board of Directors, the Group management and employees

   87-9288-92

iii


Ericsson Annual Report on Form 20-F 2014

Form 20-F Item Heading

Location in Document

Page
Number
 
 C  Board practices    
     

Notes to the consolidated financial statements

  
     

Note C28—Information regarding members of the Board of Directors, the Group management and employees Remunerationemployees—Comments to the Board of Directorstable

   8788  
     

Corporate governance report 20132014

  
     

Board of Directors—Composition of the Board of Directors

   108-110110  
     

Committees of the Board of Directors—Audit committee

   111-112113-114  
     

Committees of the Board of Directors—Remuneration committee

   112-113115  

iii


Ericsson Annual Report on Form 20-F 2013

Form 20-F Item HeadingRemuneration report—The Remuneration Committee

  

Location in Document

Page
Number
132
  
 

D

  Employees    
     Five-year summary   26157  
     

Notes to the Consolidated financial statements

  
     

Note C28—Information regarding members of the Board of Directors, the Group management and employees
employees—Employee numbers, wages and salaries

   9192  
 

E

  Share ownership    
     Share Information  
     

Shareholders

   134141  
 ��    Corporate governance report 20132014  
     

Shareholders

   105-106107-108  
     

Members of the Board of Directors

   114-117117-120  
     

Members of the Executive Leadership Team

   122-123125-128  
     Remuneration report  
     

Total remuneration

   128-130133-135  
     Notes to the consolidated financial statements  
     

Note C28—Information regarding members of the Board of Directors, the Group management and employees

   87-9288-92  

7

 

Major shareholders and related party transactions

    
 A  Major shareholders    
     Corporate governance report 20132014  
     

Shareholders

   105-106107  
     Share information  
     

Shareholders

   134141  
 B  Related party transactions    
     Notes to the consolidated financial statements  
     

Note C29—Related party transactions

   9293  
 C  Interests of experts and counsel  N/A  

8

 

Financial information

    
 

A

  

Consolidated statements and other financial information

    
     Board of Directors’ report  
     

Legal proceedings

   38-3943-44  
     

Parent company—Proposed disposition of earnings

   39-4045  
     

Consolidated financial statements

   42-4848-54  
     

Please see also Item 17 cross-references

  
     Report of independent registered public accounting firm   4147  
     Notes to the consolidated financial statements   49-9255-93  
     Supplemental information  
     

Memorandum and articles of association—Dividends

   142146
Five-year summary157  
 

B

  Significant changes  N/A  

9

 

The offer and listing

    
 

A

  Offer and listing details    
     Share Information  
     

Share and ADS prices

   133140  
 

B

  Plan of distribution  N/A  
 

C

  Markets    
     Share Information  
     

Stock exchangeShare trading

   131138  
 

D

  Selling shareholders  N/A  
 

E

  Dilution  N/A  
 

F

  Expenses of the issue  N/A  

 

iv


Ericsson Annual Report on Form 20-F 20132014

 

Form 20-F Item Heading

  

Location in Document

  

Page
Number

 

10

 

Additional information

  
 A  Share capital  

N/A

  
 B  Memorandum and articles of association  
     

Supplemental information

  
     

Memorandum and articles of association

   142-143146-148  
 C  Material contracts
  

Board of Directors’ report

  
     

Material contracts

   3541  
     

Notes to the consolidated financial statements

  
     

Note C31—Contractual obligations

   9293  
 D  Exchange controls    
     

Supplemental information

  
     

Exchange controls

   143148  
 E  Taxation    
     

Supplemental information

  
     

Taxation

   143-146148-149  
 F  Dividends and paying agents  

N/A

  
 G  Statement by experts  

N/A

  
 H  Documents on display    
     

Supplemental information

  
     

General facts on the Company

   135142  
 I  Subsidiary information  

  

11

 

Quantitative and qualitative disclosures about market risk

    
 A  Quantitative information about market risk    
     

Notes to the consolidated financial statements

  
     

Note C20—Financial risk management and financial instruments

   79-8281-83  
 B  Qualitative information about market risk    
     

Board of Directors’ Report

  
     

Risk management

   3641  
     

Notes to the consolidated financial statements

  
     

Note C20—Financial risk management and financial instruments

   79-8281-83  
     

Corporate governance report 20132014

  
     

Management—Risk management

   119-121122-124  
 C  Interim periods  

N/A

  
 D  Safe harbor  

N/A

  
 E  Small business issuers  

N/A

  

12

 

Description of securities other than equity securities

    
 A  Debt securities  

N/A

  
 B  Warrants and rights  

N/A

  
 C  Other securities  

N/A

  
 D  American Depositary Shares    
     

Supplemental information

  
     

Depositary fees and charges

   146151  

PART II

    

13

 

Defaults, Dividends, Arrearages and Delinquencies

  

N/A

  

14

 

Material modifications to the rights of security holders and use of proceeds

  

N/A

  

15

 

Controls and Procedures

    
 A  Disclosure controls and procedures    
     

Corporate governance report 20132014

  
     

Disclosure controls and procedures

   124-125129  
 B  

Management’s annual report on internal control over financial reporting

    
     

Management’s report on internal control over financial reporting

   9394  
 C  

Attestation report of the registered public accounting firm

  

Report of Independent Registered Public Accounting Firm

   4147  
 D  

Changes in internal control over financial reporting

    
     Corporate governance report 2014

Internal control over financial reporting 2014—Internal control over financial reporting

129
  

Management’s report on internal control over financial reporting

   9394  

 

v


Ericsson Annual Report on Form 20-F 20132014

 

Form 20-F Item Heading

  

Location in Document

  Page
Number
 

16

 

Reserved

    
 

A

  Audit Committee financial expert    
     Corporate governance report 20132014  
     

Committees of the Board of Directors—

Audit Committee—Members of the Audit Committee

   111-112114  
 

B

  Code of Ethics    
     Our business  
     

How we work—GovernanceSustainability and corporate responsibility

   1631  
     Corporate governance report 20132014  
     

Code of business ethics

   105106  
     Form 20-F 20132014 cross-reference table  
     

Part III—Item 19—Exhibit 11

   vi  
     Board of Directors’ report  
     

Corporate governance—Business integrity

   3340  
 

C

  Principal accountant fees and services    
     Supplemental information  
     

Audit committee pre-approval policies and procedures

   146152  
     Notes to the consolidated financial statements  
     

Note C30—Fees to auditors

   9293  
 

D

  

Exemptions from the listing standards for Audit Committees

    
     Supplemental information  
     

NASDAQ and SEC Corporate governance requirements

   146151  
 

E

  

Purchase of equity securities by the issuer and affiliated purchasers

       
 

F

  

Change in registrant’s certifying accountant

       
 

G

  Corporate governance    
     Supplemental information  
     

CorporateNASDAQ and SEC corporate governance requirements

   146151  
 

H

  Mine safety disclosure     N/A  

PART III

    

17

 

Financial statements

    
     

Consolidated income statement and Consolidated statement of comprehensive income

   42-4348-49  
     Consolidated balance sheet   4450  
     Consolidated statement of cash flows   4551  
     Consolidated statement of changes in equity   46-4852-54  
     Notes to the consolidated financial statements   49-9255-95  
     Report of independent registered public accounting firm   4147  

18

 

Financial statements

  N/A  

19

 

Exhibits

    
   Exhibit 1  Articles of Association *  
   Exhibit 2

Second Amended and Restated Deposit Agreement Among Telefonaktiebolaget LM Ericsson (publ) and Deutsche Bank Trust Company Americas, as depositary, and holders of American Depositary Receipts, dated as of January 7, 2014

Exhibit 6  

Please see Notes to the consolidated financial statements, Note C1 Significant accounting policies

   49-5755-61  
   Exhibit 7  

For definitions of certain ratios used in this report, please see Financial terminology

   153159  
   Exhibit 8  Please see Supplemental Information—Investments   148-149153-154  
   Exhibit 11  

Our Code of business ethics is included on our web site at www.ericsson.com/code-of-business-ethics

  
   Exhibit 12  302 Certifications  
   Exhibit 13  906 Certifications  
   

Exhibit 15.1

Consolidated Financial Statements of ST Ericsson SA for the year ended December 31, 2013, including notes to the consolidated financial statements and auditor’s report **

Exhibit 15.2

  Consent of independent registered public accounting firmPriceWaterhouseCoopers AB with respect to the consolidated financial statements of Telefonaktiebolaget LM Ericsson (publ)

Exhibit 15.3

Consent of PriceWaterhouseCoopers SA with respect to the consolidated financial statements of ST Ericsson SA as of and for the year ended December 31, 2013  

 

*(Incorporated herein by reference to Exhibit 1 to the Annual Report on Form 20-F for the year ended December 31, 2011 filed by the registrant on April 4, 2012 (File No. 000-12033).)

Note: The Company’s holding in ST-Ericsson SA meets the requirements of Rule 3-09 under Regulation S-X for the provision of separate financial statements of ST-Ericsson SA, a non-listed Swiss company that has a December 31 fiscal year end.

The Company intends to file the financial statements of ST-Ericsson SA as of and for the year ended December 31, 2013 as an amendment to this Annual Report on Form 20-F as soon as practicable after they become available.

**(Incorporated herein by reference to Exhibit 15.2 to Amendment No. 1 to the Annual Report on Form 20-F for the year ended December 31, 2013 filed by the registrant on June 19, 2014 (File No. 000-12033).)

 

vi


Ericsson Annual Report on Form 20-F 20132014

 

THIS IS ERICSSON IN BRIEF

We areEricsson is a world-leading provider of communications networks, telecom services and support solutions. Here we look at some of the factors that make Ericsson unique.

Life indriving force behind the Networked Society is becoming a reality for billions of people and millions of businesses around the world. As everything becomes connected, our world is changing. Our lives are changing. At Ericsson, we are proud of the central role we are playingleader in this evolution, using innovation to empower people, business and society. The solutions we provide allow people to communicate, work, study, do business and live more freely. They help create more efficient and more sustainable societies.

We have been leaders in telecommunications and related services ever since Lars Magnus Ericsson founded the company in 1876. Today, we are expanding into the Information and Communications Technology (ICT) arena, and becoming a major ICT solutions provider.

It is a natural progression: our research and innovations made mobile communications and broadband possible, and those technologies are powering modern technologies such as cloud computing, smart grids, machine-to-machine (M2M) communication and m-commerce. Every time you make a call or use an app on your smartphone, tablet or mobile computer, you are probably using one of our solutions and one of the networks provided or managed by us. When you watch video or TV, there is a good chance that one of our solutions is behind it—maybe even one of the technologies that have won us four Emmy awards.

As well as the advanced technology, we also provide world-leading services, software and infrastructure, mainly to telecom operators.

Ericsson has always been a company driven by innovation—in technology and business. That is why we were the pioneers in managed services. That is why we hold so many standards-essential patents. We see our leadership in technology and services as one of the foundations of our business.

Some 40 percent of global mobile traffic runs through networks we have supplied

EveryThe Company’s long-term relationships with every major telecom operator in the world buys solutions orallow people, businesses and societies to fulfill their potential and create a more sustainable future. Ericsson’s services, from Ericsson

We manage networks that serve more than 1 billion subscribers globally

software and infrastructure – especially in mobility, broadband and the cloud – are enabling the telecom industry and other sectors to do better business, increase efficiency, improve the user experience and capture new opportunities. With more than 35,000 granted patents, we have one115,000 professionals and customers in more than 180 countries, Ericsson combines global scale with technology and services leadership. Investments in research and development ensure that Ericsson’s solutions – and its customers – stay in the forefront. The Company provides support for networks with more than 2.5 billion subscribers. Approximately 40% of the industry’s strongest patent portfolios.

world’s mobile traffic is carried through networks delivered by Ericsson.

LOGOFounded in 1876, Ericsson has its headquarters in Stockholm, Sweden. The Ericsson share is listed on Nasdaq Stockholm and NASDAQ New York.

OUR REGIONSGlobal presence

AsEricsson is a global company we have createdsupporting more than 500 operator customers and an efficient go-to-market organization based on 10 regions. Backed by our collective global knowledge, our regional competence and close customer relationships provide a solid foundation for profitable growth. In eachincreasing number of our regions, we work closely with customers to develop innovative, scalable solutions that help them increase revenue and reduce costs.

We share best practices across regions, which boosts both quality and efficiency. When a successful customer solution is identified and provennon-operator customers. The Company has been present in one region, we can roll it out around the world, sharing common processes, methods and tools.

This knowledge-sharing, the expertise and local knowledge gained through working closely with customers combine to create global scale, another of the pillars of our business success.

Operators look to long-term partnersmany countries, such as EricssonChina, Brazil and India, for support in every aspect of their business. To ensure a consistent offering towards allmore than 100 years. The ten largest customers, and enable economies of scale, the same set of engagement practices operate in each region: Mobile Broadband; Communication Services; Fixed Broadband and Convergence; Managed Services; Operations and Business Support Systems; and Television and Media Management.

BUSINESS UNITS

To best reflect our business, Ericsson reports four business segments. They are reflected in the four business units, eachhalf of which is responsibleare multinational, account for developing and maintaining its specific portfolio47% of products, solutions and services.Ericsson’s net sales.

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Ericsson Annual Report on Form 20-F 2013

OUR SEGMENTS

Today, Ericsson has more than 114,000 people serving customers in over 180 countries. Our business is divided into four segments:

NETWORKS 

GLOBAL SERVICES

 

SUPPORT SOLUTIONS

 

MODEMS

We provide the network infrastructure needed for mobile and fixed communication, including 2G, 3G and 4G radio networks, and IP core and transport networks. Ourcost-efficient networks offer superior performance and ensure a quality user experience. Through our 64,000 services professionals around the world, we deploy, operate and evolve networks and related support systems. Global Services includes professional services and network rollout. The Support Solutions segment focuses on software for operations and business support systems (OSS and BSS), as well as TV and media management, andm-commerce. 

A new segment in 2013, for design, development and sales of LTE multi-mode thin modems. The modem portfolio targets smartphone and tablet manufacturers.

Multi-technology and multi-band connectivity is essential for the Networked Society.

Revenue Market share Revenue Market share Revenue Market share  
SEK 117.7 BN estimate SEK 97.4 BN estimate SEK 12.2 BN estimate  
(2012: 117.3 bn) 25% in network equipment, key segments* (2012: 97.0 bn) 

13%

in telecom services

 (2012: 13.5 bn) 

25%

in IPTV

  
Operating Market Operating Market Operating Market Operating 
margin position margin position margin position income 
10% #1 6% #1 12% #1 –0.5 BN 
(2012: 6%) in radio access (2012: 6%) in telecom services (2012: 9%) in OSS and BSS  

*Key segments include Radio, IP and Transport as well as Core.

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Ericsson Annual Report on Form 20-F 20132014

 

2013 AT A GLANCE2014 IN REVIEW

A look at someExamples of the most important measures of our performance,what Ericsson has achieved, and a summary of business highlights from around the world during 2013.

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Ericsson Annual Report on Form 20-F 2013

2014.

 

2013 IN REVIEW

JANUARYJanuaryMARCHMarch

 

In line with Ericsson’s services strategyEricsson and Samsung reached cross-license agreement. The agreement includes global cross licensing of patents relating to broaden its IT capabilities, the Company announced the intention to acquire Devoteam Telecom & Media operations in France, bringing consultingGSM, UMTS and systems integration capabilities.LTE standards for networks and handsets. (Jan. 27)

 

Ericsson signed managedannounced the acquisition of Azuki Systems. The acquisition helps Ericsson to deliver on the Networked Society’s demand for TV Anywhere services agreements comprising fixed and mobile networks for telecom operators in India and Russia. Ericsson is responsible for network operations and field maintenance, and for driving modernization of tools, processes and best practices, in order to maximize operational efficiencies.– on any screen, any time, across any network. (Feb. 6)

 

UK operator O2 signed an agreement with Ericsson announced the industry’s first coordinated network-wide software launch. A software-driven network evolution enables operators to provide a 4G/ LTE-compatible corerespond to quickly changing network and to deploy RBS 6000 multi-standard radio base stations for 50% of O2’s radio access network in the UK.requirements. (Feb. 12)

 

Century Link, a large US operator, signed a contract with Ericsson introduced a service to provide testing and verification for devices and applications in its global device labs. Devices can be tested before launch to help make them more network-friendly, as well as to make networks themselves more device-friendly.

At Mobile World Congress (MWC), Ericsson met numerous customers, showcased a series of world firsts and launched new products and services, including in the areas of mobile broadband, operationoperations and business support systems (OSS & BSS) software suite Service Agility.The solution enables quick delivery of new applications to customers. (Feb. 24)

Ericsson and BSS), m-commerceRoyal Philips jointly launched an innovative connected LED street lighting solution which integrates telecom equipment into light poles. The Zero Site provides energy-efficient public lighting and managed services. improved network performance in dense urban areas. (Feb. 24)

Ericsson also announced several operator trials of the Radio Dot System. Radio Dot System is a small-cell architecture for enterprise buildings and public venues. (Feb. 24)

At the Mobile World Congress in Barcelona, Ericsson showed innovations and its network-enabledtechnology and service capabilities. Ericsson leads the way with solutions that drive the development in mobility, broadband and the cloud, concept,creating the foundation for eco-systems and transformation across industries. (Feb. 24)

Ericsson was awarded a business platform that enables operators to generate new revenuesfive-year network transformation contract by Vodafone. The contract includes products and evolve network capabilities.services and is a part of Vodafone’s growth plan, called Spring. (Feb. 26)

APRILAprilJUNEJune

 

Ericsson completed the acquisition of Red Bee Media, a media services company in the UK. The acquisition, announced its intention to acquire Microsoft Mediaroom, making Ericsson a leading player for innovative video distributionin 2013, strengthens Ericsson’s broadcast services business and IPTV across multiple networks and devices. The importance of video distribution capabilities is increasing as more and more LTE networks are deployed.expands the customer list. (May 12)

 

Energy company E.ON selectedNew Ericsson Campus in Silicon Valley to operate more than 600,000 smart metering points for its Swedish operations.drive innovation. Ericsson provides a hosted solution, including consultingwill bring together approximately 2,000 R&D staff to accelerate the development of IP, TV and systems integration services.media innovation. (May 28)

 

Ericsson was namedannounced OSS and BSS software suite Cloud Manager 2.0. It supports operators in the global leader in telecom operations management by industry analyst firm Gartner.transformation to virtualized network infrastructure. (June 2)

 

FollowingEricsson won a long-term managed services agreement with T-Mobile for Service Agility, the acquisition of Canadian Wi-Fi company BelAir Networks, Ericsson announced its 3GPP-compliant Wi-Fi network solution. It enables operatorspre-integrated OSS and BSS software suite. The solution allows T-Mobile to incorporate telecom-grade Wi-Fi into their heterogeneous networks so that smartphone traffic can seamlessly shift between 3GPPcreate, launch, deliver and Wi-Fi networks.manage services efficiently while at the same time reduce overall operational costs. (June 2)

 

Ericsson reached a milestone by providing managed services to networks that serve 1 billion subscribers.

RussianTaiwanese operator MTSFar EasTone selected Ericsson to build anas the major supplier for its LTE network covering approximately half of Russia. Ericsson supplies hardware and services for radio access and core networks. Under the three-year agreement, MTS’s 2G and 3G networks will also be further developed in several Russian regions.

JULY – SEPTEMBER

Acquisition of Canadian Telcocell broadened Ericsson’s systems integration capabilities for business support systems (BSS) in North America and strengthened its full ICT transformation services. Multi-vendor BSS systems integration and consulting are of great importance at the intersection of IT and telecom.

South Korean operator LG U+ commercially launched Ericsson’s LTE-Advanced (LTE-A) with carrier aggregation, combining spectrum bands for higher broadband speeds.

Ericsson and STMicroelectronics completed the split-up of the former ST-Ericsson joint venture on August 2.

Ericsson announced it would build three Global ICT Centers to support R&D in developing and verifying solutions, bringing innovations to the market faster.

Redefining the small-cell market, Ericsson announced the Ericsson Radio Dot System: a cellular radio unit that is small enough to fit in a hand, and provides enough indoor network coverage for a crowd. It enables operators and enterprises to offer a complete indoor solution for mobile broadband and voice services.

Russian operator Rostelecom, a provider of broadband and pay TV, has deployed the world’s largest operator content-delivery network (CDN) through a solution developed and integrated by Ericsson. The CDN is ground-breaking in terms of both capability and geographic span.

OCTOBER – DECEMBER

To meet the demand from traffic streams generated by innovative cloud services, Ericsson announced a new multiple-application board for the family of Smart Services Routers (SSR). This board is powered by the SNP 4000, a revolutionary processor introduced by Ericsson in March 2013.

As the world’s first LTE broadcast on a live network, Australian operator Telstra activated Ericsson’s LTE Broadcast solution on its commercial network to deliver high-quality video without buffering.

Ericsson’s complete Voice-over-LTE (VoLTE) solution was selected by Japanese operator SoftBank Mobile. Ericsson’s VoLTE solution offers telecom-grade HD voice and video calling alongside simultaneous enriched multimedia services on LTE smartphones.

Ericsson was selected by China Mobile to deploy LTE in 15 provinces in mainland China. Ericsson is the main supplier of the core network and will deploy a radio access network based on its RBS 6000 radio base station.network. The contract also includes network designoptimization and optimization4G Cell Broadcast System for disaster warning services. (June 5)

July – September

Through a seven-year contract for managed services with operators in Romania, Ericsson is responsible for operations of networks and OSS systems and network maintenance. Ericsson helps Romtelecom (extended contract) and Cosmote (new contract) to improve network quality and quality of service. (July 1)

 

Japanese operator KDDI selected Live, over-the-air demonstration of pre-standard 5G technology achieves 5 Gbps speeds in the 15 GHz frequency band.Faster speeds, lower latency and better performance in urban areas address the mobile data growth and next-generation machine-to-machine applications. (July 1)

Ericsson as one ofprepared Telefonica network for the prime vendors to deploy its LTE system and Evolved Packet Core (EPC) network. This2014 FIFA World Cup in Brazil. Ericsson’s Key Event Experience solution for events with high mobile traffic when network capacity is key, was used for the first time that KDDI selected Ericsson to implement a radio access network, based on RBS 6000. In addition to network solutions, Ericsson will provide related services such as network rollout and systems integration.time. (July 17)

Ericsson Annual Report on Form 20-F 20132014

Ericsson acquired MetraTech to accelerate cloud and enterprise billing capabilities. The acquisition broadens Ericsson’s software portfolio with billing-platform based on metadata architecture. (July 29)

MTV, a Finnish media company, selected Ericsson for broadcast and media services, including media management and playout. The five-year agreement and establishment of a purpose-built media hub in Helsinki strengthens Ericsson’s broadcast and media services business. (Aug. 13)

Ericsson was awarded its Fifth Emmy® award for its JPEG2000 interoperability technology. JPEG2000 is a compression standard for broadcast applications for IP networks, distributing high picture quality content for live events. (Aug. 18)

Australian operator Telstra selected Ericsson for its next generation optical transport equipment and services. The agreement supports the introduction of software defined networking (SDN) and network functions virtualization (NFV) functionality. (Aug. 18)

Ericsson opened its first of three Global ICT Centers. The Swedish center houses the company’s complete portfolio and enables Ericsson’s cross-functional teams to work more efficiently, using the latest cloud technology. (Sept. 8)

Ericsson completed the small-cell portfolio with launch of RBS 6402 Indoor Picocell to address approximately 10 million commercial buildings worldwide. This is the first indoor picocell to deliver 300 Mbps LTE speeds with carrier aggregation. (Sept. 9)

Ericsson introduced MediaFirst, an end-to-end cloud-based TV platform. MediaFirst is offered as software as a service for creation, management and delivery of Pay TV. (Sept. 11)

Ericsson announced the discontinuation of modems development and the shift of parts of Modems’ workforce to radio network R&D. Ericsson took over the LTE thin modems operations when the ST-Ericsson JV was broken up in 2013. (Sept. 18)

Ericsson was selected by T-Mobile to provide equipment and services to expand its nationwide 4G LTE network, improve in-building, highway and rural performance. The contract includes LTE-Advanced and seamless service continuity for voice calls between LTE and Wi-Fi on select T-Mobile smartphones. (Sept. 23)

Ericsson announced Software 15A , introducing a new software model for networks, similar to the software model in the IT industry. The software model includes predefined software value packages and a software subscription component. (Sept. 23)

October – December

Ericsson completed the acquisition of the business of Ambient, a US-based smart grid communications provider. The Ambient platform enables multiple smart grid applications and technologies on a single infrastructure. (Oct. 1)

Network functions virtualization (NFV) successfully demonstrated with Japanese operator NTT DOCOMO. NFV enhances network flexibility, speeds up service introduction and increases resilience. (Oct. 14)

Ericsson strengthened its position in the cloud market. Ericsson announced the acquisition of Fabrix Systems (Sept. 12), Sentilla (Oct. 16) and the majority stake in Apcera (Sept. 22) as well as a partnership with Guardtime (Sept. 3). (Sept–Oct.)

Ericsson signed a five-year global framework agreement with international operator Telenor. The agreement covers hardware, professional services, support and maintenance for 2G, 3G and 4G networks. (Oct. 27)

Ericsson reports on ICT use in cities. The reports show that cities with low ICT maturity are improving their ICT maturity faster than high performing cities and that the internet facilitates smart choices in city life. (Nov. 10)

Ericsson’s Capital Markets Day provided an update on the progress on its Networked Society strategy. With a clear strategic agenda, Ericsson is transforming, with the aim to becoming a leading ICT company. (Nov. 13)

Reliance Communications and Ericsson signed a seven-year nationwide managed services contract.This expansion contract covers operation and management of wireline and wireless networks and field maintenance and operational planning of mobile networks. (Dec. 5)

Vodafone, Netherlands, was the first operator in the world to commercially deploy Ericsson Radio Dot System at Dutch Radboud University. Ericsson Radio Dot System allows quick indoor deployment and efficient integration into macro-network. (Dec. 10)

Ericsson signed a framework agreement with Ethio Telecom for network transformation regarding 2G/3G mobile communication equipment and related services. Products and services (such as design, planning, deployment, tuning, and optimization) will be used to transform the network and add capacity. (Dec. 16).

Ericsson Annual Report on Form 20-F 2014

 

LETTER FROM THE CEO

Ericsson isWe are on a journey of transformation. Building on our technologyOur industry is changing and services leadership in telecoms, we are becoming a leaderchanging to stay relevant to our customers and to capture opportunities both in Informationour core business and Communications Technology (ICT), a driving forcein our targeted growth areas.

Dear reader

Value creation

Our sales of SEK 228 billion were stable for the full year 2014, with an operating margin of 7.4%. Growth in the Networked Society. Let us look at some milestonesMiddle East, Europe and Asia compensated for a sales decline in North America and the operating margin improved in our core business. We improved cash flow from lastoperating activities during the year and exploregenerated a full-year cash flow of SEK 18.7 billion, exceeding our cash conversion target of more than 70%. Our strong financial position has over the road ahead.years secured our financial flexibility and enabled us to implement our strategy and to deliver consistent returns to our shareholders.

DEAR SHAREHOLDERSGoing into 2015, we aim to continue to grow faster than the market combined with best-in-class margins and strong operating cash flow. In doing so, we will not only drive shareholder value creation but also generate value for our customers, employees and for society at large.

AsThe pace of change in the worldmarket is changingincreasing as the telecom, IT and media industries converge into a Networked Society, itbroader ICT industry. At the same time, ICT is starting to transform virtually allother industries. The music industry was early out with digital distribution and new business models as a result of mobility, broadband and cloud creating new opportunities. The networks are becoming more relevant not only to people using their smartphones, but also to businesses and society at large. In light of this development, bothBoth operators and vendors are makingdeciding on different strategic choices basedroutes depending on their respective assets. Itthe assets they have. We are now at an inflection point where the Networked Society is a truly exciting timestarting to take shape around us. The transformation to the Networked Society, where anything that benefits from being connected will be connected, is driven by broadband, mobility and cloud.

The pace of change within the Company is also increasing as we take action to secure continued leadership in the industry.

Let’s look more closely at developments at Ericssonthis transforming market. We are investing not only in 2013. In our core business, we redefined the small-cell market with our Radio Dot System. We have established ourselves in the Chinese 4G market with TD-LTE, after a weaker position in 3G where we did not participate in the TD-SCDMA technology. The majorityareas of the European network modernization projects, which put pressure on our margins in recent years, are now behind us; in line with our strategy we now have a strong installed base in Europe. In parallel, we have strengthened in services across North America and are now the leaders in bothmobile infrastructure and telecom services, but also in the world’s most advanced ICT market.

targeted growth areas. We have continuedare streamlining our portfolio, with our strategy of expanding into targeted areas such as TVan increased focus on software and media, IP, cloud, as well as OSS and BSS. Andprofessional services. We are also investing in new competence to make sure that we have refocused our position in modems, winding up the ST-Ericsson joint venture and establishing our own thin modems business. We further strengthened our global services capabilities all over the world. And we continue to invest in research and development—SEK 162 billion in the past five years alone. We build on our core assets—can keep our technology and services leadership and be a trusted business partner to our customers.

Let me give you a few examples from recent years. We have reduced the number of hardware platforms, reduced the number

Ericsson Annual Report on Form 20-F 2014

of software stacks, made strategic investments and acquisitions in our targeted growth areas, divested our handset operations and discontinued our modem development. This streamlining of operations has made us stronger as a company and improved earnings in our core business.

However, our profit is not yet on the level where we want it to be. Current company transformation uncovers opportunities to leverage global scale—skills and scale to increase efficiencies and reduce cost further. Therefore a global cost and efficiency program was presented at our Capital Markets Day in November. The ambition with the program is to achieve savings of approximately SEK 9 billion, including SEK 4.5 billion in operating expense savings, with full effect during 2017.

We aim to improve operating income by monetizing our footprint, building success in targeted growth areas and by efficiency improvements.

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Excel in core and establish leadership in targeted areas

Our strategy builds on a combination of excelling in our core business and establishing leadership in targeted growth areas. We are market leaders in both mobile infrastructure and telecom services with a large installed base to build on. We continue to invest in R&D and services capabilities, relentlessly innovating and shaping the market as partwe move towards 5G.

At the same time, we invest in five targeted growth areas that are adjacent to our core business: IP Networks, Cloud, OSS and BSS, TV and Media and Industry and Society. They all have a high share of software and professional services, a high degree of recurring business and a higher growth rate than the core business.

We made good progress in these targeted areas during 2014, with sales growth above 10%, and we continued to invest both in our constant evolution, something that is vital for maintainingown R&D and in selected acquisitions and partnerships:

The partnership with Ciena will support our leadingService Provider-SDN and IP Optical convergence ambitions.

The acquisition of a majority stake in Apcera strengthens our position in enterprise cloud.

The acquisition of MetraTech improves our cloud and enterprise billing capabilities within BSS.

Our acquisitions of Azuki Systems, Red Bee Media and Fabrix Systems extend our leadership in TV and media.

Investing in the future

During 2014, we invested SEK 36 billion in R&D – which adds up to a transforming industry.

total investment of SEK 166 billion over the past five years. Our technology leadership is built on our investments in R&D and evidenced by more than 35,00037,000 granted patents, one of the industry’s strongest patent portfolios. Duringportfolios in the year we closed an IPR (intellectualindustry. Our expanding licensing business is based on our continued ambition to generate value from our intellectual property rights)(IPR) portfolio.

We have a holistic approach to capital and licensing agreementresource allocation across the Company, where investments in services capabilities go hand in hand with Samsung that is important not only to Ericsson but to the whole industry as it shows the benefits of sharing technology on fair, reasonableinvestments in R&D and non-discriminatory (FRAND) terms. The multi-year agreement, which ends the patent-related legal disputes between the companies, consists of an initial payment and ongoing royalty payments going forward.

Profitability

Our focus on profitability is now starting to pay off, with stable margins in Professional Services and a steady improvement in Networks during the year. Operating income was up from SEK 10.5 billion in 2012 to SEK 17.8 billion in 2013, with our operating margin increasing from 5% to 8%.

In North America we saw a strong start to the year as two major coverage projects peaked, with a subsequent weaker second half of 2013. We expect more capacity projects in Networks, continued momentum for Professional Services and growth in Support Solutions such as TV and media following the acquisition of Mediaroom from Microsoft.

As I mentioned earlier, the big European network modernization projects are coming to an end and we expect the telecom industry in Europe to improve, driven by macroeconomic improvementssales capabilities as well as a recent investment announcement by a large operator that could trigger others to invest.

It was a challenging year in Northeast Asia. This was primarily due to reduced activityacquisitions and currency headwinds in Japan, where we are approaching completion of a major project, and a structural decline in GSM sales in China.

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Ericsson Annual Report on Form 20-F 2013

But late in the year we won important contracts for rolling out 4G both in China and Japan.

And now we have integrated Modems into the business, providing the device connectivity that is so important in the Networked Society.partnering.

GrowthSustainability and corporate responsibility

From 2012 to 2016, we expect a compound annual growth rate of more than 4% in the market segments that we address, measured in USD, with some variation between market segmentsSustainability and years.

The underlying fundamentals for growth in the industry are intact. Mobile broadband continued to grow, with subscriptions increasing 40% to 2.1 billioncorporate responsibility remained important during 2013. By 2019, we expect to see 9 billion mobile subscriptions, with three times as many smartphones as today, and 8 billion mobile broadband subscriptions.

Sustainable development was high on the agenda during 20132014, and we continue to lead the industry in working holistically with sustainability issuessustainable development and responsible business practices to driveensure positive triple-bottom-line (economic, environmental and social) growth in a way that positively impacts the triple bottom line.society. We focus on the issuesour efforts where we can make the biggest difference:difference. This involves improving the accessibility and affordability of mobile communication;communication and improving energy performance and optimizing the energy anduse of materials performance ofin our products, and solutions and in our own activities;activities.

We are helping to address and minimize climate change and we are also tackling challenges and opportunities provided by urbanization for example through the Ericsson Industry & Society product portfolio. We are also emphasizing the importance of responsible business ethics,practice and employee engagement. We address growing challenges in areas such as responsible sourcing, health and safety, privacy and human rights with transparency and seek to build trust among our stakeholders. We have made visible progress during the year2014, and we will continue to use our strength to ensure that technology is a force for positive, lasting change in the world.change.

Strategic directionLong-term fundamentals

We have set out a clear long-term strategy framework, where we are determined to evolve to become the industry leader in the Networked Society. This framework has three components:

Excel in our core business—radio, core and transmission, and telecom services

Establish leadership in targeted areas—modems, cloud, IP networks, TV and media, as well as OSS and BSS

Expand business in new areas.

The road ahead

The key focus areas outlined at our 2013 Investor Day remain the foundation for our strategy for 2014 and the years ahead.

We will continue to pursue profitable growth, by making the most out of our existing footprint, increasing sales in new and targeted areas, increasing the share of IPR and software sales, and improving earnings in network rollout.

We will continue to reduce costs and improve efficiency, thanks to a better order-to-cash process and structural improvements; by industrializing, centralizing and automating our processes, and getting the most out of our global skills base; and by continuing to implement lean and agile ways of working across our R&D.

And we will keep on demonstrating commercial excellence, by evolving our infrastructure software model to a complete ICT environment, through consistent price management and by getting a price premium for first-class network performance.

The long-term fundamentals in the industry remain attractive and we are in a strong position to capture the opportunitiestransformation journey that lie ahead. To assist me in achieving this,accelerated during 2014 will continue throughout 2015, and beyond. Going forward, I have a dedicated, global organization with talented employees who work tirelessly to ensure thatam convinced Ericsson continueshas what it takes to generate sustainable value for our shareholders and customers.customers, and to continue to lead and shape the industry.

Hans Vestberg

President and CEO

Ericsson Annual Report on Form 20-F 20132014

 

MARKET TRENDSTHIS IS ERICSSON

NewTechnology and services leadership, combined with business expertise, global scale and skills, allows Ericsson to generate customer and shareholder value. The ability to transform is critical in the ICT industry (information and communication technology) and Ericsson strives to become a leader in this industry.

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Over the past 100 years, Ericsson has continuously evolved its business portfolio, entered into new and adjacent markets, developed new products and solutions and adapted to new ways of working.

Ericsson reported four business segments in 2014: Networks, Global Services, Support Solutions and Modems1), each of which is responsible for a full profit & loss statement and for the development and maintenance of its specific portfolio of products, solutions and services.

The core assets of the Company are technology and services leadership and global scale and skills. Long-term customer relationships and the fact that Ericsson has remained in the forefront in a competitive, fast-moving market for more than 100 years, show the ability to deliver customer value. Approximately 40% of the world’s mobile traffic goes through networks delivered by Ericsson. The progress of the strategy implementation to extend the business to adjacent customer segments is visible in an increasing share of sales to non-operator customers.

1)Development of modems was discontinued in 2014.

The ambition is to grow faster than the market

Ericsson’s ambition is to grow sales faster than the market, which is estimated, by the Company, to grow at a compound annual growth rate (CAGR) of 3–5% from 2013 to 2017.

A growth faster than the market is based on excelling in the core business (“Radio, Core and Transmission” and “Telecom Services”) and establishing leadership in the targeted areas of IP Networks, Cloud, OSS and BSS, TV and Media as well as Industry and Society, while at the same time increasing the share of recurring revenues and intellectual property rights (IPR) revenues.

Best-in-class margins and strong cash flow

A market-leading position, global presence, regional and local competence as well as close customer relationships provide a solid foundation for profitable growth. A market-leading position is an enabler of the aim to create shareholder value by growing sales faster than the market and generating industry best-in-class margins and generating strong cash flows.

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Ericsson Annual Report on Form 20-F 2014

A strong financial position, focus on profitable growth and operational efficiencies and the ambition to improve earnings in the core business remain the cornerstones of Ericsson’s financial ambitions, while continuously monetizing the footprint and making cost efficiency improvements. By industrializing, centralizing and automating, as well as leveraging a less capital intensive business mix, the ambition is to have strong operating cash flow development. A strong cash flow generation has enabled increased dividends, and also provided the financial strength to invest. Over the last five years, the annual total shareholder return has averaged 10%.

The financial strategy includes unlocking additional values through a global cost and efficiency program, reaching an annual run-rate saving of SEK 9 billion during 2017, compared to 2014. Efficiency measures include structural enhancements, supply efficiencies and an accelerating transformation of the service delivery organization.

TRANSFORMATION

Ericsson has always been at the forefront of transformation driven by ever-changing market conditions and major technological disruptions. This technological and financial capability to adapt and the will to change are major competitive strengths.

The ongoing market transformation is reflected in Ericsson’s business mix. Over the past 15 years, the business has evolved from being hardware-centric to becoming software-and services-centric. In 2014, 66% of Ericsson’s business was related to services and software, compared with 34% in 1999. With the share of software and services likely to continue to increase, Ericsson’s competitive hardware will still remain important as a performance differentiator.

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Operator segmentation drives change in strategy

A clear customer segmentation is taking place, as operators take different roles in the transforming the way people,ICT market. Ericsson works closely with operators to support their different strategic ambitions, providing solutions and services that grow their business and society communicatemeet their operational priorities.

In simple terms, network infrastructure consists of three layers: the network forms the base; the platforms represented by IT platforms and collaborate.operations and business support systems (OSS and BSS) is the second layer, and the applications and services are at the top. Network performance, efficient processes and structured OSS and BSS implementations – which enable

Ericsson Annual Report on Form 20-F 2014

the proactivity, flexibility and performance that the business portfolio requires – have moved into focus, driven by high data volumes, demanding applications and new service offerings for consumers.

Operator segmentation will have a significant impact on Ericsson’s ambitions and strategies. The ambition is to identify where value can be created and growth can be captured. The transformation drives new requirements on the networks. This is a major reason as to why Ericsson has chosen a strategy to invest in the targeted areas of IP Networks, Cloud, OSS and BSS, TV and Media, as well as Industry and Society.

Ericsson sees three strategic operator segments emerging:

Network developer

Service enabler

Service creator

For all three operator segments, connectivity is, and will continue to be, the foundation for their businesses and the key factor for differentiation as user demand for performance of applications and app coverage, increases.

Network developer; Network performance

The operators who have chosen to address user demands through network performance and efficiency are the Network developers. They concentrate on the broadband experience through internet connectivity and communication services.

For these customers, the network performance is key, and Ericsson addresses operators’ demands with solutions for high performance network architecture. The Network developers use external service platforms to address the increased demand of applications and services, but their own ambitions are focused on high quality connectivity, cost-efficiency and on operating the network as a utility service with a good return on capital investment.

Service enabler; Capable network platforms

The operator segment, represented by the service enablers, focuses on establishing systems and platforms that enable new enterprise practices such as IT cloud services and business processes, as well as services to enrich the consumer experience. In terms of applications and services they use external service producers.

Their focus, on top of a well-performing network, is on billing, customer care and service assurance. Service enablers provide functionality on capable platforms that are easy for other industries to integrate into their respective business processes. They are capitalizing on mobile broadband growth by introducing new pricing and revenue models such as targeted offerings based on usage patterns, capacity, service bundles, multi-device plans and real-time features such as top-up plans. Ericsson addresses these needs with its OSS and BSS platforms and professional services offering which cater for the control and management of the operations and the identification of new revenue streams.

The large majority of the operators are thus represented by Network developers and Service enablers, but they only represent a smaller share of current total network investments.

Service creator; New services

The largest share of current investments can be related to the group of operators representing the Service creators, who have the ambition to create intelligent networks to allow the creation of new services. In addition to network performance and consumer experience, these operators take the lead in providing innovative new services.

They are active participants in the establishment of new ecosystems in adjacent markets, such as utilities, transport and public safety. Their strategic focus is broader than that of the other two roles as, in addition to connectivity and customer experience, they focus on expanding business in applications and services to increase the share of profits from other industries.

Service creators are increasing their investments in the development of new businesses in media and entertainment, cloud and IT services, machine-to-machine (M2M) communications and enterprise offerings, as well as in specific industry solutions. Still, they would not compromise on the IT systems part, such as the OSS and BSS platforms, to orchestrate the traffic flows.

The user experience is increasingly determined by the actual performance of applications or app coverage, and the network needs not only to provide access but to also safeguard and optimize the actual performance of the applications used. Ericsson’s strategy is to offer solutions that fit the demands of the Service creators and to develop these offerings to enable an expansion of market position and value creation, and to capture growth.

Ericsson Annual Report on Form 20-F 2014

THE STRATEGIC DIRECTION

As a market leader, Ericsson strives to lead industry transformation through mobility. In order to stay relevant in the future, and to generate further shareholder and customer value, Ericsson continues to implement the Networked Society strategy.

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Ericsson’s ambition is to grow sales faster than the market which the Company estimates to increase by CAGR 3–5% (2013–2017). Growth is expected to be achieved primarily through organic growth, but also in combination with acquisitions and partnerships. The Company believes that the track record of moving into new areas and markets is reflected in the current market position and global scale. The strategy is to excel in the core business, establish leadership in targeted areas and expand business in new areas.

Excel in Core business

Ericsson’s two core businesses are “Radio, Core and Transmission” and “Telecom Services”

The Networked Society brings innovation and progress to private life, business and society. New formsis Ericsson’s vision of collaboration, participation and sharing, as well as new ways to meet customer needs and build value, are making the network more and more essential to all aspects of everyday life.

All around the world, people are demanding greatera society where everything that benefits from being connected will be connected. The demand for increased mobility, better broadband and moresecure access to cloud-based services are the enablers of the Networked Society and thus the network infrastructure forms the foundation for business with operator customers.

Radio, Core and Transmission networks are based on industry standards which ensures global interoperability across all devices and all subscriptions. To enable value creation, the network is, and will be, based on a high-performance common infrastructure that offers seamless connectivity and delivers relevant services and content.

The rising number of smartphone subscriptions and changing user behavior drive the demand for better coverage, speed and capacity. Operators are responding by differentiating their services and adapting them to new business models.

Initially, Telecom Services business was highly dependent on the network infrastructure

Ericsson Annual Report on Form 20-F 2014

business and was dominated by the installation of network equipment. As competition in the operator market intensified and operators needed to focus on their core skills, Ericsson identified an expanded market opportunity in services. These three factors are driving theAn evolution of capabilities was initiated, in order to match the market demand. Ericsson developed new business models, more independent of the network infrastructure business, and acquired small and medium-sized local service and consulting companies. The successful implementation of this business strategy resulted in a significant shift in business mix. In 2014, 42% of sales was derived from services.

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Establish leadership in targeted areas

To capture growth, Ericsson will continue to reallocate capital and resources to areas beyond its core business. The targeted areas where the strategy is to establish leadership positions include IP Networks, Cloud, OSS and BSS, TV and Media as well as Industry and Society.

Ericsson is expanding into targeted areas because they:

address markets that are expected to grow faster than the core business

are adjacent to the core business

have a significant share of software and services

have a larger share of recurring sales and tie up less working capital.

Through solutions, network competence as well as service and business capabilities, Ericsson offers tools for its customers to differentiate themselves.

The Company will also expand its market exposure to new customers by re-using products, solutions and services skills in selected industries. Ericsson believes it can generate value by targeting customers in new industries, either because they have similar business models to telecom operators, or gain from mobile broadband and the larger opportunity for connectivity. Ericsson believes mobility is helping industries reinvent the way they create value and today, the Company engages directly with customers in three selected industry verticals – utilities, transport and public safety. The ambition is to address these adjacent industry verticals in a focused manner, using the existing product offering, core technology expertise, network competence and skills.

Expand business in new areas

In order to stay in the forefront, the long-term strategy also includes expanding into new areas. The ambition is to develop new areas into value creative businesses with cutting-edge offerings that are competitive and profitable.

Ericsson selectively invests in, explores, expands, and may also discontinue, business in new areas. In line with the strategy, the modems development was discontinued in 2014, and the capital was reallocated to areas which are expected to have stronger growth potential.

Managing the transition

In the transformation process, Ericsson will remain true to its core values of professionalism, respect and perseverance. The ability to implement the strategy depends on the Company’s ability to leverage on its current assets namely the technology and services leadership and its global scale and skills.

Ericsson believes that the strategy to become a leader in the ICT industry allows the Company to be in the midst of the market transformation as telecom, IT and media come together and form the foundation for the Networked Society.

The strategy implies that the Company needs to make progress on the present and the future at the same time, thus both in the core business and in the targeted areas.

The ability to implement the strategy is key to staying relevant and will be reflected in future earnings development and in the ability to create shareholder value.

Ericsson Annual Report on Form 20-F 2014

CORE BUSINESS

Ericsson is a market leader in its core business areas. The strategy is to excel in the core business, to improve earnings and to continue to lead and innovate. The ambition is to leverage on its installed base and make further investments in R&D to maintain a strong position. The core business areas are called “Radio, Core and Transmission” and “Telecom Services”.

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CORE BUSINESS

RADIO, CORE & TRANSMISSION

In Radio, Core and Transmission, Ericsson supports its customers in the new ICT landscape by leveraging the advantages of technology leadership, a position which has resulted in a competitive portfolio of radio networks and core networks. Ericsson continues to invest in new capabilities to support customers in the transformation of their networks.

The offering includes high-performance networks that meet demanding customer requirements. The network equipment market which Ericsson is exposed to is estimated by the Company to increase sales by CAGR 2–4% (2013–2017).

The strategy is to excel with a leading portfolio for high-performance networks, by building on scale and operational efficiency to

contribute to the best user experience for consumers

maximize business innovation and business efficiency for customers

maximize earnings for Ericsson.

Ericsson wants to remain number one in solutions for operator networks and lead the transition to the network architecture that will enable the Networked Society.

MOBILE BROADBAND OPPORTUNITIESMaintain performance leadership

ConnectionsBy the end of 2020, Ericsson estimates that the number of mobile subscriptions will increase to 9.5 billion (from 7.1 billion in 2014) and that around 55% of the traffic that users will generate will be video. High network performance is a key competitive advantage when offering solutions to operators in their transition from circuit-switched to IP-based networks.

The capability to provide high-performance networks enables Ericsson to compete on quality and value, which is often reflected in a price premium. The Company believes that, with a user-centric approach, it can meet operator expectations on network performance, regarding speed, quality, personalization, simplicity and fast response time.

Radio

Over time, Ericsson believes that, even if the strategy implies that the business will comprise large infrastructure projects, capacity upgrades and the number of small-cell projects, which are an effect of network densification and indoor coverage build, are expected to increase as a share of total revenues.

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Ericsson Annual Report on Form 20-F 2014

The increasing demand for small-cell solutions is based on arguments such as spectrum efficiency, reduced total cost of ownership (TCO) and improved user experience.

The key priority is that the software solutions and the functionality in the small-cell environment is the same as in the macro network, to allow for a viable business case for the operator. To meet this demand, Ericsson offers integrated solutions that enable the operator to implement an intelligent heterogeneous network that uses the available spectrum efficiently. This network combines small-cell networks and operator Wi-Fi networks with a densified and improved macro network. The result is a dense multi-layered network, where traffic flows seamlessly. Capacity is where the user needs it, especially indoors where an estimated 70% of mobile traffic is generated.

Transmission

Ericsson also offers backhaul solutions that match operators’ demands on cost-efficiency, scalability with low complexity, and that are resilient to failures with fast recovery times. Ericsson’s backhaul solutions use technologies such as microwave and optical fiber transmission, which are the starting pointmajor transmission solutions available to meet the capacity requirements set by the increased LTE and video traffic. Currently, microwave is the dominating transmission technology for mobile backhaul worldwide, with major arguments being that it enables cost-efficient and fast roll out of mobile broadband. The Company expects the share of microwave backhaul to remain high in the future, connecting around 50% of all radio sites in 2020.

Core network

The IP-based core network portfolio allows operators to use their complete network as a single business resource as opposed to the fragmentation and complexity of most legacy networks. Operators continue to evolve their communication services, by implementing solutions such as IMS, which is also used for providing voice over LTE (VoLTE).

Preparing for the next generation; 5G

The 5G mobile network is an evolution of the LTE networks, but with new frequencies, technologies and expanded business opportunities. 5G implementation in commercial mobile networks is expected in 2020, but Ericsson has already achieved speeds of 5 Gbps in live, over-the-air demonstrations. The next-generation network, 5G, addresses the relentless growth in mobile data demand, and is an efficient enabler of tailored mobile accesses to multiple industries.

With 5G, the network performance will be further enhanced to support demands on low latency in real time applications.

Ericsson is at the forefront of the development of this global standard.

An important aspect of the next-generation mobile technology, is that it is also an enabler of increased sustainability and improved efficiency in industry and society. The new global standard will be flexible and reliable for multiple industries and use cases.

CORE BUSINESS

TELECOM SERVICES

Ericsson wants to be an end-to-end business partner for network operators and other customers as the Networked Society becomes a reality. The global scale, skilled workforce, business understanding and extensive experience of managing carrier-class projects and multi-vendor networks make Ericsson the largest telecom services provider in the world, supporting operators in creating competitive, attractive and appealing offerings, while providing managed services to networks that serve more than 1 billion subscriptions worldwide. Ericsson addresses a telecom services market that is estimated by the Company to show a sales CAGR of 4–6% (2013–2017).

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Ericsson pioneered managed services. The Company had a first mover advantage and the possibility to build scale, and continues to be the undisputed leader. The significant experience gained through 15 years in the managed services business has enabled the buildup of a best-practices pool. This is a significant competitive advantage enabling the Company to provide sophisticated methods, tools and processes as competitive capabilities for operators. Multi-vendor capability means that services can be provided to customers regardless of which vendor network they have as an installed base. The Company has different sets of skills covering everything from network equipment to

Ericsson Annual Report on Form 20-F 2014

software-support processes and the expertise required to design and manage end-to-end solutions ranging from mobile access networks and OSS, to service deployment platforms and BSS. Ericsson wants to further strengthen the number one position in telecom services and be a leading provider of professional services in ICT. The strength of the services business also proves the value of combining local capabilities with global scale.

Telecom services evolution

The current core offerings are directed to network operators. It includes professional services and network rollout. Professional services include: consulting and system integration (CSI), managed services, network design and optimization services and customer support. IT managed services are also included in the portfolio. Ericsson’s ambition is to simplify the management of every element in the operator network. This includes not only access and core, but also IT systems and the applications and services layer. The Company believes that any area in the operator network is addressable, but the business opportunity depends on the maturity of the network and the operations, the geographical location and the competitive situation of the operator.

Services-led transformation

With everything being connected, the demand for professional services increases.

The Ericsson transformation is expected to be led through these types of services. The strategy is to reuse telecom services capabilities and scale to grow in other industry domains and in new areas. This implies industrializing, globalizing and introducing new processes, methods and tools, so that Ericsson’s customers can deliver high performance services to their users.

Ericsson is also strengthening its CSI competences further. CSI specialists focus on helping operators transform their business strategy and processes to improve efficiency, thereby creating a competitive advantage. Analysis, integration design, product customization and solution management are usually part of the offered scope of CSI services.

The demand for consulting and integration is rapidly advancing as the Company builds skills and scale to expand the offering to become a trusted transformation partner in every part of the operator’s network.

As the network transforms, its complexity increases. With the increased complexity, the need and demand for professional services offerings – including consulting and systems integration, network design and optimization as well as managed services – has evolved. Network design and optimization is currently one of the fastest growing segments within professional services because of this complexity.

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Ericsson Annual Report on Form 20-F 2014

CORE BUSINESS

BUSINESS MIX AND CYCLES

This section describes the business mix and business cycles of the core business.

Business mix in mobile infrastructure

The profitability in Radio, Core and Transmission depends on scale and the sustainability of the market leadership but also on the existing business mix. The combination of high quality hardware and software-based functionality as well as services offerings is Ericsson’s main competitive advantage in enabling high network performance.

Despite a decreasing share of total revenue, hardware remains a core element of the strategy. The Company strives to gradually increase software sales as the core business evolves and this, in combination with continuous operational efficiency improvements, will also affect the profitability development. In 2014, software sales account for around 40% of total software and hardware sales.

Software is an important link to new functionality and to high-performance networks both of which are key to capturing future growth opportunities, and enabling profitability improvements. Ericsson is leading the transformation of pricing models in the telecom industry by adapting the software pricing model to standard ICT and having an evolved transparent business model for infrastructure software sales. The Company believes that the way software is priced is critical to profitability, and the model will also facilitate customers’ cost predictability through improved transparency.

Business cycles in mobile infrastructure

The most traditional business model is in network infrastructure with its embedded software; delivering and rolling out physical networks including all necessary hardware and software. When Ericsson builds coverage there is a large share of hardware, and the project often includes network rollout services. The initial buildout or rollout phase is capital-intensive and has a lower-than-average gross margin. However, when the network is up and running and demands for capacity expansions arise, profitability increases, driven by an increased share of software sales and higher-margin hardware through network densification. In the expansion phase, the network rollout services, which were essential in the rollout phase, make way for professional services.

Business mix in telecom services

Large network-infrastructure projects were, and will continue to be, a key element of Ericsson’s business. When building network coverage across one or more geographical areas, the offering often includes network rollout services. A larger share of network rollout, as a share of total services sales, is usually dilutive to profitability. Thus, balancing the business mix between network rollout and professional services – customer support, network design and optimization, consulting and systems integration (CSI), network managed services – is central to the profitability.

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Ericsson Annual Report on Form 20-F 2014

Business cycles in managed services

The managed services business model is different from the other services offerings as Ericsson takes over aspects of a customer’s business operation as a long-term commitment, over several years. The business model includes three phases of which the initial phase, the transition, is coupled with lower profitability, as it involves significant costs up front when staff and expertise are transferred from the customer to Ericsson. In the second phase, the transformation, Ericsson introduces its global processes, methods and tools and implements a global delivery model. In the third phase, Ericsson focuses on optimization and industrialization by simplifying, implementing and consolidating resources, processes, methods and tools to allow for improved profitability.

The Company has reached a good balance of contracts in the transition, transformation and optimization phases – with currently about 70% in the optimization phase – which have a beneficial effect on earnings and cash flow. Over time, the Company has advanced on the learning curve, which means that global synergies can be obtained, and thereby the initial phases can be shortened. This limits the negative impact on cash flow in the transition phase when going into new contracts.

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Ericsson Annual Report on Form 20-F 2014

TARGETED AREAS

Global presence, software skills as well as the heritage of end-to-end and multi-technology expertise form a sound foundation for Ericsson’s business in targeted areas. The ability to implement the strategy depends on the capabilities to transform the targeted areas to value creative core businesses in the long term.

To remain relevant in the future market, Ericsson is investing in five targeted areas: IP Networks, Cloud, OSS and BSS, TV and Media as well as Industry and Society.

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The Company intends to implement the strategy by building on existing capabilities in the core business and leveraging its technology and services leadership combined with global scale and skills.

The objective is to establish top three leadership positions in these targeted areas.

Ericsson already has a number one position in some of these areas, such as in OSS and BSS and in IPTV and media delivery, and intends to further strengthen the offering.

The targeted areas combined represented a market of USD 110–130 billion in 2013, with an estimated sales CAGR of about 10% (2013–2017).

The targeted areas thus have a higher growth rate than the core business. They also have some characteristics that are important – a high degree of software and professional services, more recurring revenues and less working capital. Since the target areas are adjacent to the core business, Ericsson believes that its global services expertise and software skills form a sound foundation for the business in these areas.

The introduction of new pricing models for software sales, with an up-front payment of a permanent license, usually supplemented by a support and maintenance contract is expected by Ericsson to imply a higher degree of recurring revenues.

The targeted areas play a significant role in the evolution of customers’ networks to match the demands of the Networked Society. There are currently approximately 6.7 billionAs the targeted areas require a high degree of services and have a high degree of software, they also support the development of the business mix to one where services and software clearly dominate.

Currently, a majority of the total business in targeted areas relates to services. Approximately half of the sales growth up until 2020 is estimated to be derived from the targeted areas. Income from these areas is expected to be accretive to operating margin over time.

Ericsson believes the combined strength of the product and professional services portfolio will be a competitive advantage.

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Ericsson Annual Report on Form 20-F 2014

TARGETED AREA

IP NETWORKS

Ericsson believes it can build on a leading position in mobile subscriptions aroundbackhaul and packet core networks to grow the world,footprint in IP Networking for operators, where the Company wants to take a top three position. The market for IP Networks is expected to grow sales by CAGR 3–5% (2013–2017).

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The market for IP Networks is driven by technology disruption and the proportionprevailing IT paradigm. An evolved network architecture has become a critical enabler of the fast introduction of new services and of the efficient handling of the increasing amount of data traffic. The legacy telecom networks were designed to deliver a limited number of services, such as voice and text messages, while the new IP-based multi-service networks create opportunities for operators to unlock the full potential of mobility, video and the cloud. It allows for increasingly virtualized network features, adding flexibility and paving the way for cooperation with new partners.

The network needs to be aware of consumers, services, devices, location in order to scale bandwidth and connections, while being much simpler to operate and maintain. This is enabled through unified management and orchestration including capabilities such as service provider software defined networking (SDN) and service awareness. With the support of Service Provider SDN, operators can orchestrate network resources on different layers for different purposes under the same management system.

IP networking solutions and Service Provider SDN are the key enablers to building a future network that is smart, simple, scalable and capable of delivering superior performance.

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TARGETED AREA

CLOUD

Ericsson intends to use its network experience and competence to create compelling cloud solutions and strives to be number 1 in operator telecom cloud. The strategy includes the development of a broad range of offerings.

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The IT paradigm and technology disruption drives the demand for cloud solutions to enable more flexible access to real time services. Ericsson strives to ensure that products are ready for deployment in any type of cloud environment, and that applications are suitable for moving to virtualized environments.

Network functions virtualization (NFV) offers a way to rationalize and simplify operations as well as speed up innovation, primarily for parts of the core and transport networks. The technology enables the network to allocate resources to IP-based services and applications according to capacity demand. Through NFV, combined with software defined networking (SDN), the hardware and software are decoupled and the functionality is virtualized.

An architecture built on cloud allows the operator to instantly deploy, modify and scale services and applications, and it enables an easier adaption of network characteristics and resources to serve the dynamic and real-time nature of new services. The virtual infrastructure is thus extended beyond the traditional computing and storage resources.

NFV and SDN together open up the opportunity for operators to implement services more quickly and flexibly and to reduce opex and to some extent capex.

Ericson recently added telecom cloud transformation as a CSI (consulting and systems integration) offering to enable operators to provide high-performance services in the virtualized network.

In 2014, Ericsson acquired a majority stake in Apcera to strengthen the cloud offering for the Enterprise IT market and entered into partnership with Guardtime to deliver secure clouds.

Ericsson Annual Report on Form 20-F 2014

TARGETED AREA

OPERATIONS AND BUSINESS SUPPORT SYSTEMS (OSS AND BSS)

Ericsson has a complete end-to-end OSS and BSS software offering and consulting, systems integration and IT managed services capabilities. OSS and BSS systems allow operators to manage the network, provide high-quality user experience and quickly introduce new services and charge for them.

The fragmented OSS and BSS market is expected by the Company to increase sales by CAGR 5–7% (2013–2017). Ericsson believes that its software expertise and real-time network experience are competitive advantages in this market.

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The ambition is to extend the installed OSS and BSS base while also expanding the service offerings for transformation.

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The OSS and BSS software offerings are based on a modular architecture, which means that the products are configurable and easily integrated and thereby also less expensive to maintain. Focus is on process-oriented, pre-integrated software suites to differentiate the offering and to speed up time to market.

Ericsson supports the transformation of OSS and BSS through these software suites combined with consulting and systems integration services, so that operators can adapt to rapidly changing and competitive markets. Through simplified processes and better business efficiency, Ericsson helps operators reduce total cost of ownership.

Most importantly though, OSS and BSS transformations can provide competitive advantages for operators through better targeted offerings to their customers, better user experience and improved customer service.

In Ericsson’s role as a consolidator of operators’ OSS and BSS systems, scale is an important foundation for generating profitability.

As the number of connected devices increases, so does the number of individualized subscriptions and price plans, and this increase will require real-time processing. Based on Ericsson’s real-time data expertise, its charging and billing software suite allow for quick introduction of new pricing models and offerings that enable value creation.

The software suite allows operators to provision, and charge for, the user services in an efficient way. It also offers operational efficiency through efficient data monetization including charging and billing, policy management and actionable insight via telecom analytics.

The OSS system provides the foundation for an integrated solution for network services and over-the-top (OTT) services, as well as big data and analytics. This means that the OSS and BSS solutions enable the operators to manage user interactions and capitalize on the revenue streams that data generates, through offering efficient management of the operators’ customers as well as of their networks.

The software suite and related services match the key operator success factors of user experience, business efficiency and innovation.

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Ericsson Annual Report on Form 20-F 2014

TARGETED AREA

TV AND MEDIA

Ericsson’s ambition is to be the transformation partner of choice as the TV and Media industry undergoes change. The connectivity and capability of broadband is redefining the user, business and technology aspects of digital entertainment.

Ericsson has over 20 years of experience of content creation, exchange, distribution and delivery of TV. Ericsson expects the TV and Media market to have a sales CAGR of 11–13% (2013–2017).

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Ericsson aims to enable the evolution of TV by creating innovative solutions that enable content owners, broadcasters, TV service providers, and network operators to efficiently deliver, manage and monetize new TV experiences. The Company does this by combining a product portfolio that spans the TV value chain, complemented by systems integration and broadcast managed services.

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The offering includes a software portfolio of TV platforms, end-to-end video delivery network solutions for video compression that enable new consumer services such as digital TV, High Definition (HD) and 3D.

Ericsson launched the Ericsson MediaFirst TV Platform in 2014, a software-defined platform for the creation, management and delivery of next generation Pay TV. It is an end-to-end cloud-based platform for TV service providers.

Ericsson’s media delivery network (MDN) solution empowers IP network owners with a suite of tools to efficiently manage video traffic, and ensure user experience while enabling new revenues. With network control and efficiency from content to consumer, it positions operators for fast time-to-market and monetization.

The broadcast market is in the midst of a technology disruption, caused by the over-the-top (OTT) companies, and the need for operational efficiency, which drives demand for outsourcing of broadcast services and for IP transformation. Ericsson has expanded its established model for network and IT managed services to deliver broadcast services. These services capabilities enable broadcasters to make significant capex and opex savings through automating processes and standardization in processes, methods and tools, while applying Ericsson’s global populationdelivery model and services capabilities. Ericsson assumes responsibility for technical platforms, which means that the broadcaster can reduce time to market and minimize business continuity risks.

Ericsson’s solutions address the demands of the traditional broadcasters, as well as those of new entrants. Both customer segments face the challenge of adapting to a fast-changing and complex technological landscape. The combination of products and consulting, systems integration, training, and broadcast managed services allow Ericsson to advise, guide, support, implement and manage its customers’ transformation in the evolution of TV.

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Ericsson Annual Report on Form 20-F 2014

TARGETED AREA

INDUSTRY AND SOCIETY

There is a high demand for connectivity and intelligent systems in markets such as utilities, transport and public safety. Ericsson believes that many of the demands in these market segments, which it refers to collectively as “Industry & Society”, can be met with the Company’s existing portfolio.

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Ericsson’s capabilities, combined with its proven record of commercializing advanced ICT solutions, provides a solid foundation for bringing innovative capabilities into industry verticals while providing efficiencies of scale.

The ambition is to strengthen the number one position in solutions for operators to become a leading professional services provider in three adjacent selected industry verticals; initially utilities, transport and public safety.

The rapid uptake of connected devices and self-service applications is changing the way companies do business. The mobile network access—knownis fundamental to this development. Under the designation of Industry and Society, the industry verticals of utilities, transport and public safety play an important role in Ericsson’s strategy to grow in adjacent industries, reusing and extending the current portfolio of both products and services.

These selected industries are rapidly transforming driven by mobility and evolving technologies entering the market, such as population coverage—smart grids, intelligent transport systems and multimedia services. The technology shifts offer new business opportunities for Ericsson.

Ericsson’s technology and services leadership form the foundation on which to expand the business by addressing new customers across the selected industry-vertical industries. The Company brings innovative thinking, a deep understanding of a wide variety of communications technologies and experience in designing, deploying and managing services globally for the Networked Society.

One of the innovative offerings is constantly increasingthe Connected Vehicle Cloud which targets the global automotive industry’s existing and future demands for scalability, security and flexibility in the provisioning of connected car services to drivers and passengers.

The selected industries are also facing increased demand on sustainability and efficiency – demands that Ericsson can address by leveraging its technology leadership in its core business.

The telecom network and related services that Ericsson offers, including network infrastructure and professional services, meet communication needs that the industry verticals require, and helps to fulfill requirements of high reliability and high speed. The need for broadband connectivity is becoming critical, and, in Ericsson’s view, proprietary networks are no longer necessary to cater for the vast needs in specific industries.

The resources in technology, consulting, systems integration and managed services on a global scale enables Ericsson to address adjacent industries. The selected industries can benefit from Ericsson’s mobility expertise and services innovation, while the Company expands its footprint into new high-growth markets and brings disruptive change into the rapidly transforming industries.

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Ericsson Annual Report on Form 20-F 2014

RESOURCE ALLOCATION

Ericsson reallocates capital and resources to support the strategy. Investments in services capabilities goes hand in hand with investment in product development, sales capabilities and in acquisitions and partnering.

Ericsson has always been a company driven by innovation – in technology and business. The Company’s long-term leadership in technology and services is a result of continuous efforts to invest in the ability to deliver customer value and to be relevant in the future.

R&D investment

R&D investments are the foundation for maintaining a technology leadership position. Investments in R&D keep the product portfolio and customers in front of a rapidly transforming market and to safeguard, secure and improve technology leadership. Ericsson will continue to invest a substantial part of R&D in the core area of Radio, Core and Transmission, to further enhance the capabilities in areas such as small cells and 5G. R&D investments in software are significant, as mobile networks are increasingly software-centric.

Ericsson will prioritize R&D investments in targeted areas to win technology leadership positions in these areas. R&D investments in the targeted areas will help the company expand the positions in areas such as IP Networks and Cloud.

Continuous focus will also be on finding better ways to do things internally, including how to further improve R&D agility. Lean and agile workflows in R&D has enabled Ericsson to bring innovations faster to the market and to increase operational efficiency.

During 2014, Ericsson opened its first ICT center in Sweden where R&D engineers can work beyond borders more easily and efficiently, bringing innovation and providing industry-leading cloud-enabled technology faster to the market. Two additional ICT centers are expected to be opened in 2015 – one in Canada and another in Sweden.

Investment in services capabilities

In Telecom Services, the global knowledge base enables Ericsson to develop new solutions that can be reused to offer benefits to customers. Locally, in each region, Ericsson professionals work with customers to develop innovative, scalable solutions. Best practices are shared across regions, boosting quality and efficiency. When a successful customer solution is proven in one region, it can be rolled out globally. Ericsson has invested in common global processes, methods and tools to enable synergies and efficiency gains to safeguard the global scale advantage.

Acquisitions and partnering

Ericsson has made specific acquisitions to strengthen the offerings in the targeted areas. In core areas, especially in Radio, Core and Transmission, the acquisition activities have mainly been related to consolidation activities and to create synergies to extend the leadership position. The strategy to establish leadership in targeted areas includes investing to accelerate growth and to improve Ericsson’s competitive position through small bolt-on acquisitions and strategic partnering agreements.

The ambitions of M&A and partnering activities are to fill portfolio gaps, to improve scale and skills and, above all, to strengthen the ability to create value. The activities address both product and services companies. In 2014, Ericsson invested in companies like Red Bee Media, MetraTech and Apcera and also partnered with Guardtime in the area of secure cloud.

Investment in sales competence

Investment in new competence is required for new solutions in the targeted areas, not only for R&D but also in sales resources as well as in service delivery resources to allow for economies of scale.

In 2014, Ericsson increased investments in sales capabilities particularly for Cloud and IP. Industry and Society customers were first addressed in three regions to learn how to sell and deliver in this customer segment. After the initial phase, sales processes and ways of working are reused in other regions to get scale.

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Ericsson Annual Report on Form 20-F 2014

THE IPR PORTFOLIO

Licensing of intellectual property rights (IPR) contributes to a fair return on R&D investments and is a key element in Ericsson’s growth strategy.

The royalty-based IPR (Intellectual Property Rights) licensing business is a key element in the strategy to capture growth. Higher IPR revenues have an accretive impact on profitability.

Aligning with the strategic direction and ambition to grow faster than the market, these revenues are expected to continue to increase. The IPR strategy is to enlarge IPR licensing revenues by expanding the technology licensing portfolio to cover other products and by broadening Ericsson’s customer base beyond handset manufacturers and into new industries.

The Company has created a licensing portfolio, representing the value of technology knowhow and R&D. The portfolio includes both technology and patent licensing. The defensive value of the IPR portfolio protects the sales of Ericsson’s products and services as cross-licensing agreements are signed with other major IPR holders. The offensive value allows Ericsson to commercialize and obtain a fair return on the IPR portfolio. Both these values are direct returns of the investments made in R&D. Over the past five years, annual R&D investments have been on average 33 billion and revenues from the IPR licensing business has increased over time but decreased slightly in 2014, to SEK 9.9 billion.

In technology licensing, Ericsson provides specifications to proprietary technologies such as different interfaces, while the patent licensing includes giving access to essential patents for different technology standards.

Ericsson complies with its commitment, to standardization bodies, to license essential patents on fair, reasonable and non-discriminatory (FRAND) terms, which implies that accumulated costs are kept at a reasonable level. Ericsson’s view is that owners of essential patents should be compensated proportionally to their technology contribution to the standard. An example of a cross-licensing agreement is the multi-year license agreement between Samsung and Ericsson. The agreement covers patents for 2G, 3G, and 4G standards for networks and handsets.

Ericsson’s innovative portfolio is the result of the work of 25,000 R&D engineers. Most of the patents developed within the R&D organization are in wireless technology. Ericsson is involved in industry-wide standardization processes regarding mobile technologies and standards. By addressing the issue of spectrum by improving spectral efficiency with new technologies or features, and taking part in the industry decision-making regarding new suitable frequency bands, Ericsson has helped to render the development of many new technologies and patents. With more than 37,000 patents granted, the Company has one of the industry’s strongest patent portfolios.

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Ericsson Annual Report on Form 20-F 2014

BUSINESS STRUCTURE

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The strategic direction is to:

Excel in core business

Radio, Core and Transmission and Telecom Services.

Establish leadership in targeted areas

IP Networks, Cloud, OSS & BSS, TV and Media and Industry & Society.

Expand in new areas

with future possibilities and growth.

To best reflect the business focus, Ericsson reported four business segments 1) in 2014

Radio, Core and Transmission, as well as IP Networks and Cloud report into Networks, while Telecom Services report into Global Services. The product and software deliveries of OSS and BSS, TV & Media, report into Support Solutions, while services related to these areas report into Global Services. Industry and Society reports into Global Services. Many of the areas therefore have elements of both product and services.

Each business segment contains various shares of sales from the targeted areas. Sales in targeted areas showed a growth of more than 10% in 2014.

1)Modems segment did not contribute material revenues, as development of modems was discontinued in 2014.

Read more in the Board of Directors’ Report on page 38.

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Ericsson Annual Report on Form 20-F 2014

SEGMENT NETWORKS

Ericsson provides the network infrastructure needed for mobile and fixed communication, including 2G, 3G and 4G radio networks, and IP core and transport networks.

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Within segment Networks, the strategy is to lead the radio evolution, grow IP networking and transform to cloud core.

Networks delivers products and solutions needed for mobile and fixed communication, including 2G, 3G and 4G radio networks, IP and transmission networks, core networks and cloud.

The main offerings include:

The multi-standard RBS 6000 radio base stationsstation supports all the major mobile technologies including GSM/EDGE, CDMA, WCDMA/HSPA and LTE in a single cabinet.

The IP and transmission solutions are deployed. Andbased on the different generationsSSR 8000 portfolio. The SSR 8000 is a high-capacity platform that improves network performance and supports service differentiation in fixed and mobile networks. The momentum for the multi-application router, has continued with 146 contracts signed since its launch in December 2011.

The Ericsson Blade Server platform includes functionality for handling network control in fixed and mobile core networks. The IP Multi-media Subsystem (IMS) solutions enable operators to offer communication in new ways, such as Voice over LTE (VoLTE), high-definition video calling and conferencing, multi-party chat with presence information, and screen sharing, while reducing costs. IMS enables Voice over LTE (VoLTE), High Definition Video and the Ericsson Cloud System.

The Ericsson Cloud System is a platform for providing cloud services and to enable virtualization of network functions according to NFV, and where Service Provider SDN enables the distribution of the virtualized functionality.

Optimized transmission/backhaul products includes microwave and optical transmission solutions for mobile technologyand fixed networks. The transmission network constitutes the links between the core network and access nodes.

Networks’ major business models have so far been based on network coverage and network capacity expansions and upgrades. The revenue mix consists mainly of hardware and software. Gross margins are reaching outaffected by the business mix between sales of upgrades and expansions and coverage or new build-outs. Network coverage build-out, which is mainly hardware related, is to a large extent done on site, supported by Ericsson’s network rollout services, while upgrades and expansions usually involve software and professional services, and are often delivered remotely. The Company is transforming its business model to be more software based, with an increasing share of royalty and more people every year.license-based revenues.

GSM/EDGE technology has by far the widest reach today, covering more than 85% of the global population. The areas yet to be reached by GSM/EDGE are in thosesome countries that use the technology are sparsely populated.

Further expansion of Demand for WCDMA/HSPA will beis driven by increased user demand for internet access, the growing affordability of smartphones and regulatory requirements to connect the unconnected.

Even in the early days In terms of LTE rollout, at the end of 2012, it was estimated that the technology covered 10% of the world’s population. Looking ahead six years, Ericsson predicts that this will increase to more than 65%.

In 2013, global smartphone shipments outnumbered those of classic feature phones. The 1.9 billion smartphones subscriptions today are mainly in mid-to-high-end markets; the next billion is set to be mass-market phones now being introduced at USD 50-100. The continued growth in smartphones is changing consumer behaviorcapacity and creating new lifestyles around the world. Another factor is the accelerating usage of tablets of which only around 25% are currently connected to mobile networks.

A large proportion of the increasing data traffic—demand for smartphones, tablets and computers—comes from video, on websites, and through streaming, downloads, video applications and gaming. Video is more sensitive to network

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Ericsson Annual Report on Form 20-F 2013

quality than many other forms of data traffic, a fact that makessuperior network performance, even more important.

The opportunities that these factors represent will increase demand for networks, drive the expansion of mobile broadband and pave the way for growth in new information services and data business.

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CHANGING CONSUMER EXPECTATIONS

Today’s social, collaborative and sharing culture brings individual empowerment, new consumption patterns and stronger civic participation. It also brings an expectation of an always-on connection to the network and access to services wherever you are. For many people, a service delivered over the network—rather than ownership—is becoming the preferred way to consume and access content such as music and video, and is also becoming increasingly important in areas such as health, education and other public services.

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INNOVATION IN ENTERPRISES

Industries such as media, commerce, utilities, transportation, health and education are using ICT to create new business and improve performance of today’s operations. New, disruptive players, such as Spotify and Netflix, are challenging the prevailing models of their respective music and television/video industries. This accelerating innovation power is based on the combination of skilled, demanding users who expect better ways to get what they want, the availability of highly capable networks, and powerful ICT-based business platforms.

OPERATOR BUSINESS DEVELOPMENT

Operators are at the center of the development of the Networked Society. Significantly, they are capitalizing on the growth in mobile broadband growth by introducing new pricing and revenue models. Rather than the all-you-can-eat models of a few years ago, we now see better-targeted offerings based on usage patterns, capacity, service bundles, multi-device plans and real-time features such as top-up plans. Operators are also increasing investments in, and focus on, developing new businesses in media and entertainment, cloud and IT services, machine-to-machine communications and enterprise offerings, as well as industry solutions in areas such as connected cars, health services and mobile money.

DIFFERENTIATION THROUGH NETWORK PERFORMANCE

In a smartphone and tablet-centric world, broadband becomes the main enabler and applications a key service model. The consumer and business user experience is increasingly determined by the actual performance of applications, and the network needs not only to provide access but also safeguard and optimize the actual performance of the applications used. Research by Ericsson ConsumerLab provides clear evidence of the business value of a superior consumer experience.

Operators that establish, demonstrate and promote a better user experience can take a lead in terms of satisfaction, loyalty and business value. Ericsson has established an approach to assessing and securing the performance of networks in relation to a real application experience. We call it App Coverage and have developed a set of indicators to measure and ensure network performance in terms of the application experience. We discuss this concept further in the Mobile Broadband section on Page 19.

OPERATOR TRANSFORMATION

Higher data volumes, more devices, demanding applications and new service offerings to consumers, enterprises and industries all increase pressure on operators to meet customer expectations. This calls for a rapid transformation where improved network performance, more efficient processes and better structured OSS and BSS implementations enable the proactivity, agility and performance that the business portfolio requires.

The combination of Ericsson’s technology and services leadership with business expertise and wide network of partners allows us to contribute to both network and business transformation for operators in markets around the world.

Ericsson Annual Report on Form 20-F 2013

OPERATOR EVOLUTION

Many operators are focusing on the user experience as a means of differentiation, with improved customer service and added-value services in order to increase customer loyalty and reduce retention costs. Increased focus on improved efficiency and core business is in many cases leading to new operational practices such as outsourcing and managed services partnerships.

Operators are also taking a sharper strategic focus. The three roles here are representative strategies adopted by several customers:

Network developers concentrate on connectivity and communication services. Network performance and efficiency are key priorities.

Service enablers establish systems and platforms that enable new enterprise practices such as IT cloud services and business processes as well as added-value services to enrich the consumer experience.

Service creators take the lead in providing innovative new services, and are active participants in the establishment of new ecosystems in markets such as digital health, connected cars, smart homes and cities.

Ericsson works closely with operators to support their different strategic development ambitions, providing solutions that grow business and meet the operational priorities of all three roles. Among our key offerings are:

High-performance networks that meet the most demanding service requirements from users and are open for the development of new business in areas such as new connectivity services, machine-to-machine, IP, heterogeneous networks, cloud and data monetization.

Network and business transformation to increase efficiency and provide a differentiated customer experience.

Business support solutions that allow the agile introduction of new pricing models and offerings with appealing combinations of new subscription packages with added-value services and partnerships.

Systems integration expertise and communication solutions that provide expansion opportunities and new enterprise offerings.

Platforms and development projects to expand into industry-specific solutions with machine-to-machine and applications for specific industries.

Ericsson’s technical and business expertise and solutions make it possible for operators to explore new roles and capture the new opportunities they can offer.

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Ericsson Annual Report on Form 20-F 2013

OUR MARKETS

Understanding of our customers and their businesses helps us provide innovative offerings that ensure we and they stay ahead in every market.

CUSTOMERS IN MORE THAN 180 COUNTRIES

Ericsson’s business is characterized by long-term relationships, mainly with large telecom operators. We serve more than 500 operator customers, and an increasing number of non-operator customers, in more than 180 countries. We have been in many of these markets for more than 100 years.

We provide solutions and services to all major telecom operators in the world. Sales to telecom operators represent the vast majority of our revenues. Our ten largest customers, of which half are multinational, account for 44% of our net sales.

Our customers operate in a variety of markets and are at various levels of technological maturity. Their business focuses also differ depending on the maturity of their markets.

The installed base of radio networks is the foundation for Ericsson’s business with mobile operators. We are also expanding into other domains such as IP core networks, OSS and BSS, as well as the TV and media markets.

Over the past ten years, we have built a significant services business, representing 43% of net sales in 2013 (42% in 2012). Ericsson pioneered managed services, and continues to be the undisputed leader. Success in areas such as managed services, consulting and systems integration in turn creates opportunities for more business.

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In recent years, we have expanded into TV and media. Users are consuming more video, which is an increasing source of data traffic in mobile networks—35% at the end of 2013. Video is forecast to account for more than half of all mobile network traffic in 2019. In this domain, we can reuse skills, methods and tools from our telecom managed services in the operation of broadcast services for TV and media companies.

Through the acquisition of Tandberg Television in 2007 and Microsoft’s Mediaroom in 2013, we are now also a leader in the IPTV and video compression business, with multi-screen solutions for TV Anywhere.

REINVENTING THE WAY COMPANIES CREATE VALUE

To build the Networked Society, we have to offer our innovations more widely than to operators alone. This requires new ways to extend our reach. Today we also engage directly with customers in selected industry verticals—particularly utilities, transport and public safety.

Our aim is to reuse products, solutions and services for these customers. They either have similar business models to telecom operators, or gain from mobile broadband and the larger opportunity to connect anything that benefits from being connected. Connectivity is helping these sectors reinvent the way they create value.

Sometimes we do business in direct collaboration with these companies, and sometimes together with our operator customers. Business requirements—such as handling large volumes of subscription data, in machine-to-machine applications, for example—are often a common factor. Our strategy is to explore and commercialize emerging opportunities within and between these sectors.

Since the split-up of our joint venture ST-Ericsson in 2013, and the establishment of the Modems segment, handset and device manufacturers have become a new customer segment, to whom we will supply multi-mode thin modems.

Ericsson Annual Report on Form 20-F 2013

OUR STRATEGY

We aim to become a leading Information and Communications Technology (ICT) solutions provider by combining our core assets: Our people, our technology and services leadership, and global scale.

VISION AND MISSION

Ericsson’s vision is to be the prime driver in an all-communicating world. By using innovation to empower people, business and society, we are enabling the Networked Society, in which everything that benefits from a connection will be connected.

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OUR STRATEGY

Ericsson’s strategy builds directly on our vision of a connected world in which broadband, mobility and the cloud combine to create the Networked Society.

The strategy is based on four pillars:

Excel in networks

Expand in services

Extend in support solutions

Establish a leading position in Networked Society enablers.

We are executing this strategy by leveraging our technology and services leadership combined with our global scale. These competitive advantages, together with the skills and experience of our employees, make Ericsson a true end-to-end business partner for network operators and customers in selected industry verticals as the Networked Society becomes a reality.

Our go-to-market approach is built on business units and regions. The business units develop solutions for specific business areas, while the regions cultivate strong relationships with our customers. This allows us to address customers’ needs, keep them satisfied and ensure we always deliver what we promise.

Our position and our influence also give us an opportunity – and a responsibility – to help address urgent global challenges such as poverty, human rights and climate change.

EXCEL IN NETWORKS

We will excel with a leading portfolio for high-performance networks. Our wanted position is to remain No.1 in networks for service providers and lead the transition to the network architecture that will enable the Networked Society.

Ericsson Annual Report on Form 20-F 2013

We intend to simplify the management of every component of an operator’s network, while exploring opportunities to build new services based on areas such as big data and analytics on top of networks.

As the leader in radio evolution, Ericsson will continue to drive the introduction of new standards and technologies, while defending our existing business with a strong migration story. We can build on our leading position in mobile backhaul and packet core networks to grow our footprint in IP and transport, and use our network experience to create compelling cloud solutions.

EXPAND IN SERVICES

We expect to expand our No.1 position in services for operators by becoming a professional services partner to new types of customers in selected industry verticals. The strength of our services business proves the value of combining local capabilities with global scale, and we will continue with this proven strategy while prioritizing innovation, competence and cost control.

Top of the agenda is ensuring the continued transformation of our professional services capabilities. This means continuing to build capabilities in IT services and ensuring we reuse and standardize as much as possible – a process we refer to as services industrialization. We expect to also expand in product-related services, where we will extend our capabilities in designing and optimizing networks and move into services for heterogeneous networks, wireless networks that use a range of access technologies.

We expect to continue to lead in managed services. At the same time, we intend to build our consulting and systems integration competencies further, with an increased focus on extending our OSS, BSS and IP network transformation offerings, and continuing to explore opportunities in industry verticals.

EXTEND IN SUPPORT SOLUTIONS

Our priority is to extend our support solutions business with OSS and BSS as well as TV and media solutions to get the most out of networks. Ericsson strives to provide solutions that contribute to the best customer experience, business innovation and business efficiency.

We intend to build on our extensive installed OSS and BSS base to strengthen our position even further. In particular, we continue to focus on customer experience management and analytics, cloud and next-generation business intelligence. In addition, we intend to use our m-commerce strength in developing markets to provide banking capabilities to everyone. Our acquisition of Microsoft’s Mediaroom shows our commitment to capturing the opportunities created by the ongoing transformation of TV and media. Our ambition is to be the industry’s TV and media partner of choice, and we strive to enable the most efficient video-delivery networks, exploit the growing need for on-demand content management and lead in the multi-screen and multi-platform market.

ESTABLISH A LEADING POSITION IN NETWORKED SOCIETY ENABLERS

With the Networked Society becoming a reality, we are establishing ourselves in the emerging new business landscape. Building on our technology and services leadership with intellectual property rights, machine-to-machine platforms and modems, we are creating new business with players across the selected industry verticals of the utility, transportation and public safety industries.

Ericsson’s capabilities, combined with our proven record of commercializing advanced ICT solutions, position us perfectly to build solutions that bring new innovative capabilities into these industry verticals while providing new efficiencies of scale.

LONG-TERM STRATEGY FRAMEWORK

Evolving to be the industry leader in the Networked Society, based on our core business, we expect to grow in targeted areas and invest in new areas.

We are focusing on increasing profit from the portfolio in our core business.

We aim to establish leadership in the targeted areas of OSS and BSS, TV and Media, IP Networks, Cloud and Modems.

We are seeking to expand business in new areas that are critical to the Networked Society and where our capabilities will make a significant difference.

As we allocate capital to support this strategy, investment in services capabilities goes hand in hand with investment in product development. Our growth strategy, leveraging our market footprint, is primarily through organic growth, but also in combination with acquisitions and partnerships.

Ericsson Annual Report on Form 20-F 2013

HOW WE CREATE VALUE

Ericsson develops and applies various business models for different types of businesses and different parts of the portfolio. Here we discuss two of our main business models targeting telecom operators.

Ericsson has worked for many years with large network-infrastructure projects. The operation of the resulting complex networks created a demand for managed services. The advent of mobile data led to a need for software-based support systems to monetize data services. Over the years, the business models have evolved to meet customer demand. All have similar basic investment-to-value models, but with some significant differences.

They all start with an initial investment phase, such as research and the development of new products, solutions and services.

The early phases of both infrastructure coverage and managed services projects have lower margins and profits, as explained in the diagrams on the next page. Profitability improves in both cases as the projects develop and mature.

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Ericsson Annual Report on Form 20-F 2013

MOBILE BROADBAND INFRASTRUCTURE BUSINESS MODEL

Our most traditional business model is in network infrastructure, delivering and rolling out a physical network including all necessary hardware and software. The first phase involves building coverage across one or more geographical areas and often includes network rollout services. Subsequent phases include increasing network capacity, and adding functionality. Services include network design and optimization, and systems integration.

The initial build and rollout phase can take several years, is capital-intensive, open to competitive bidding, and usually involves lower margins. The later phases, extending the capacity and functionality of the established footprint, often involve a lower share of hardware but more professional services and software, which can be deployed remotely. These phases generally produce higher margins. The differing nature of the phases makes it important that we find a beneficial mix of coverage and capacity projects, in order to secure a good balance between growth and profitability.

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MANAGED SERVICES BUSINESS MODEL

A different model applies to our managed services business. We take over aspects of a customer’s business operation, or even the entire operation, for a period of up to seven years. Staff and expertise are often transferred from the customer to Ericsson. The initial transition and transformation phases can involve significant costs up front. But by simplifying, implementing and consolidating resources, tools, methods and processes, we step by step reduce the costs and improve our returns. Most such contracts are subsequently renewed. We have a good balance of contracts in the transition, transformation and optimization phases – with the vast majority of the business in the optimization phase – which has a beneficial effect on revenue and cash flow.

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Ericsson Annual Report on Form 20-F 2013

HOW WE WORK

Our competitive advantages and core values, our people and our ways of working, all combine to ensure we are always innovative and efficient, and do business responsibly and sustainably.

TECHNOLOGY AND SERVICES LEADERSHIP

Innovative solutions and unparalleled service offerings

We support our customers in the new ICT landscape by combining the advantages of our leadership in technology and services capabilities.

Our technical expertise is driven by innovation, research and development, delivering high network performance and enabling our customers to be first to market where it matters. We hold one of the largest patent portfolios in the industry, with more than 35,000 granted patents worldwide. We supplied the world’s first LTE network and have maintained our leading LTE position since the first rollout of LTE in 2009. We are also a leading support systems provider.

Ericsson is also the largest telecom services provider in the world, supporting operators in creating competitive, attractive and appealing offerings to consumers, while providing managed services to networks that serve more than 1 billion subscribers worldwide. We pioneered managed services for the telecom industry more than 10 years ago and remain the leader today.

GLOBAL SCALE

Local presence combined with global scale

With operations and customers in more than 180 countries, we have established relationships with all the world’s major telecom operators. We use worldwide standards, combined with global economies of scale in research and development, production and service delivery, to ensure that our products and services are efficient and of high quality wherever they are deployed.

Our technology handles approximately 40% of the world’s mobile traffic and around 50% of all global LTE smartphone traffic goes through networks delivered by Ericsson. Our capabilities and business understanding in telecom, datacom and media are prerequisites for large-scale ICT transformation projects. Every year, we deliver approximately 1500 consulting, systems integration and learning services projects in multi-vendor and multi-technology environments.

Ericsson’s core values

Our values are the foundation of our culture. They guide us in our daily work, in how we relate to each other and the world around us, and in the way we do business.

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Ericsson Annual Report on Form 20-F 2013

OUR PEOPLE

People have made Ericsson what it is today. Our people with their ingenuity and professionalism are at the heart of the success we achieve today and aspire to tomorrow. By working with Ericsson, they are helping build the Networked Society and create a more sustainable world.

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Our people work with us because we can help them fulfill their career ambitions and reward their effort and commitment. Working for Ericsson encourages and stimulates creativity and initiative in an environment that embraces innovation and rapid change.

To attract the best people, help them reach their full potential and engage them on the way, our People Strategy has four objectives:

Attract talent

To attract exceptional talent, we take a strategic approach to becoming an employer of choice wherever we operate. We want to be recognized as the company that will fulfill the personal and career ambitions of a potential employee.

Develop talent

Talent needs to be nurtured and encouraged, and we place great emphasis on identifying talented professionals early in their careers. We have a structured approach to identifying and assessing talent, and have created an environment in which employees can achieve their full potential. Our comprehensive career and competence model, supported by online and classroom training from Ericsson Academy and on-the-job development helps employees to build their careers and develop capabilities that contribute to the company’s continued success.

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Develop leaders

Strong leaders are essential for Ericsson to keep our technology and services leadership amid evolving business conditions. That is why we constantly reexamine the leadership skills and competencies required to maintain our leading position. An annual process identifies, assesses and develops people to assume strategic roles in the company. Our leadership pipeline is under continual review to ensure that we develop the right leadership capabilities at all levels in the organization.

Embrace diversity

Different people bring different points of view and different solutions to challenges – essential factors in our constant search for better, more effective solutions for our customers. We strive for our management teams and employee base to be as diverse as the world in which we live.

A diverse and inclusive workforce drives innovation and leads to high-performing teams and superior business results.

TOOLS, METHODS AND PROCESSES

As a global organization, Ericsson uses a system of standardized tools, processes and methods to ensure simplicity and efficiency, guarantee aligned service offerings and quality levels, and deliver economies of scale.

Our regional organizations, all of which include six engagement practices, allow us to identify best practices, methods and processes from any individual market, and then adapt and reuse them globally.

The Ericsson Group Management System (EGMS) is used in all operations covering all units around the world. Its consistency and global reach helps ensure that the way we work meets the objectives of Ericsson’s major stakeholders, building trust. The EGMS framework defines structure, rules and requirements for compliance with applicable laws, listing requirements, governance standards and other requirements.

In addition, we employ a system of audits and assessments to determine compliance and to provide valuable information for understanding, analyzing and continually improving performance.

GOVERNANCE

Good corporate governance forms the basis for building a robust corporate culture throughout a global organization. Ericsson maintains a constant focus on corporate governance issues including the establishment of efficient and reliable controls and procedures, and on promoting sustainable and responsible business practices. It is crucial that such business practices are valued and followed by all people in the organization.

All Ericsson employees are responsible for adhering to Ericsson’s Code of Business Ethics, which summarizes the Group’s basic policies and directives, and emphasizes the importance of integrity in all business activities.

Ericsson Annual Report on Form 20-F 2013

SUSTAINABILITY AND CORPORATE RESPONSIBILITY

Sustainability and corporate responsibility are integral aspects of our business, reflected in our strategy and governance.

Ericsson aims to lead the industry in providing significant and measureable contributions to a sustainable Networked Society. Through our commitment and actions, we demonstrate that we are a trusted partner for our stakeholders.

Our Sustainability and Corporate Responsibility program has three key focus areas closely connected to our business and where we can have the greatest impact:

Conducting business responsibility

Maximizing environmental and energy performance

Advocating Technology for Good.

CONDUCTING BUSINESS RESPONSIBLY

Ericsson is committed to upholding the UN Global Compact Principles, and reported in line with the Global Compact Advanced level for the first time in 2013.

We are also committed to the UN Guiding Principles on Business and Human Rights, and work actively to respect human rights throughout our operations.

In Myanmar we received a Corporate Social Responsibility Special Recognition Award from Télécoms Sans Frontiéres. Ericsson was also recognized by Swedish insurance company Folksam as a “role model company” for our work with human rights.

As part of our zero tolerance for corruption, we have continued to develop our anti-corruption program. This included a new version of an anti-corruption e-learning course which has now been completed by approximately 85,000 employees.

MAXIMIZING ENVIRONMENTAL AND ENERGY PERFORMANCE

We continue to improve energy efficiency across our entire portfolio. Our latest generation of network infrastructure equipment provides better performance than previous generations while consuming less electricity.

Examples include:

The RBS 6000 radio base station, part of our core portfolio, which provides energy-efficient coverage and capacity.

Increasing deployment of our energy-efficient Psi coverage solution in markets such as Egypt, Bangladesh, Brazil and Turkey. These deployments have shown energy savings of 40% compared with traditional solutions.

By reducing indoor cell sizes and bringing the network closer to users, the Radio Dot System can reduce indoor solution power requirements. It also prolongs the battery life of devices such as smartphones and tablets frequently used in enterprise environments.

Our own operations are also yielding significant energy savings, in areas such as business travel, the efficiency of Ericsson facilities and the way we ship our products. We are working toward a five-year target of reducing CO2 emissions per employee by 30% and keeping absolute CO2 emissions at 2011 levels, despite forecast growth in sales and employees.

When we take back our products, we reuse or recycle 98% of the materials. We also continued to expand our ecology management program in 2013.

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Ericsson Annual Report on Form 20-F 2013

SUSTAINABILITY ADVOCACY

In early 2013, the Broadband Commission on Digital Development established a Task Force on Sustainable Development, chaired by our CEO Hans Vestberg, to explore some of the issues surrounding how broadband can best contribute to development goals. The Ericsson-led Broadband Commission Task Force report “Transformative Solutions for 2015 and Beyond” examines the role broadband and ICT can play as transformative solutions for achieving sustainable development for all.

Hans Vestberg was also a member of the Leadership Council for the Sustainable Development Solutions Network, which submitted a report to the UN Secretary-General, “An Action Agenda for Sustainable Development,” in 2013.

Our Energy and Carbon Report analyzed the growing use of ICT. It showed that while the expansion of ICT is stimulating economic growth and development, the resulting increase in carbon emissions is expected to be marginal, with the sector as a whole not seen as contributing more than 2% of global CO2 emissions.

At Ericsson’s NEST thought-leadership event in 2013, we announced a collaboration with UN-Habitat for research and involvement in promoting sustainable cities, getting maximum value out of ICT investments, and carrying out collaborative research and specific initiatives that provide valuable insights for city leaders and policy makers.

TECHNOLOGY FOR GOOD

Our Technology For Good program continues to work with several initiatives helping people and communities address global challenges at the local, regional and international levels.

Connect to Learn is a global initiative providing quality secondary education to children, especially girls, worldwide. From its inception in 2010 up to late 2013, Connect to Learn had been established in 15 countries in cooperation with 10 operators. The initiative benefits nearly 40,000 students in schools across three continents.

Our work with Refugees United progressed over the year with the launch of the service in the Democratic Republic of Congo. By year-end, there were more than 250,000 refugees registered on the platform, so we are a quarter of the way toward our 2015 goal of helping 1 million people separated by conflict or disaster come in contact with loved ones.

Ericsson supported the Whitaker Development and Peace Initiative’s (WPDI) Harmonizer program in Mexico. Harmonizer encourages social change and transformation in urban areas affected by violence and conflict, while the WPDI provides training in areas such as conflict resolution, community building and ICT for vulnerable youth living through the aftermath of violence and conflict.

This project is part of the Youth Peacemaker Network (YPN), a program that has been already established by the WPDI in South Sudan and Uganda, where Ericsson is also a partner. The YPN is a global initiative that seeks to nurture a new generation of leaders committed to reconciliation and conflict prevention.

At the request of our partners at the World Food Programme and the Emergency Telecommunications Cluster, Ericsson Response, our employee volunteer program, deployed volunteers to the Philippines in response to the disaster caused by the super typhoon Haiyan/Yolanda. The wireless internet access provided to more than 2,500 humanitarian aid workers allowed them to organize their disaster relief operations.

Ericsson Annual Report on Form 20-F 2013

OUR SOLUTIONS

We have the competence, the skills and the solutions our customers need to tackle the challenges of today and tomorrow.

MOBILE BROADBAND

Providing, upgrading and transforming network infrastructure

Supporting operators in adoption of new data-centric business models

Helping operators meet demand by introducing the ‘App Coverage’ approach

Building heterogeneous networks using small cells, improving indoor and urban coverage

Mobile data traffic continued to grow rapidly in 2013.2014. The rising number of smartphone subscriptions is a key driver for mobile data traffic growth, together with the fact that users are consuming more data per subscription – mainly driven by video. Total smartphone subscriptions reached 1.92.7 billion during 20132014, and the number of subscriptions for mobile PCs, tablets and mobile routers reached 300 million. The majority of mobile broadband subscribers are connected using 3G/WCDMA networks, but increasing numbers are gaining access to 4G/LTE.

With our offerings, operators can cost-effectively meet consumer and enterprise demand for services anywhere, anytime. Besides increasing coverage, speed and capacity, operators are differentiating their services and adapting them to new business models.

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A change in perspective

Operators need new ways to define performance so they can build and manage their networks in the most efficient way. Ericsson’s “App Coverage” concept advances the definition of performance beyond traditional population coverage, measuring whether a network delivers the performance required to run a particular application with acceptable quality.

Using this app-centric approach, our services and tools help operators determine where and when coverage and capacity need to be added or improved for an optimal user experience.

To increase network coverage and capacity in densely populated urban areas, we are building heterogeneous networks, improving our macro radio base stations while complementing them with smaller base stations including Wi-Fi. This provides the required App Coverage and sufficient capacity in high-load areas, such as malls, transport hubs, hotels and offices.

We expectLTE access. Ericsson expects LTE to keep expanding from 175400 million subscriptions in 2013,2014, reaching around 2.63.5 billion in 2019 and covering more than 65% of the world’s population. We also see 2020.

2G/GSM/EDGE networks continuing to beare still an important part of the ecosystem and a complement to 3G/WCDMA/HSPA and 4G/LTE coverage.

The building blocks

We build network infrastructure with the following main components:

The RBS 6000 multi-standard platform for radio base stations. It supports GSM/EDGE, CDMA, WCDMA/HSPA and LTE in a single unit, ensuring a smooth transition to new technologies. Upgrades and expansions usually involve software and services, often delivered remotely.

The Ericsson Blade System for network control functionality in fixed and mobile core networks.

The SSR 8000 family of smart services routers for network gateways. The multi-application, high-capacity platform improves network performance and supports service differentiation in fixed and mobile networks.

Optimized backhaul solutions. The introduction of heterogeneous networks means many new sites, challenging traditional solutions for backhaul and synchronization. Our backhaul solutions use technologies such as microwave, optical and satellite.

Ericsson Annual Report on Form 20-F 20132014

SEGMENT GLOBAL SERVICES

Ericsson’s approximately 65,000 services professionals around the world deploy, operate and evolve networks and related support systems. Global Services includes professional services and network rollout.

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The business strategy within Global Services is to extend and excel in the core business: network roll-out, customer support and managed services, while growing the business in consulting and systems integration as well as in IT managed services and broadcast services.

The Company’s global set of processes, methods and tools are major competitive advantages and support the strategy to benefit from the global scale in targeted areas and especially in broadcast services and media services and in the selected industry verticals of transport, public safety and utility industries. The telecom services business, represented 43% of net sales in 2014 (43% in 2013). Within Global Services, Managed Services and Consulting & Systems Integration continue to drive growth.

Through approximately 65,000 services professionals and four global service centers, which offer a universal approach to managed services based on years of innovation and global best practice, Ericsson deploys, operates and evolves networks and related support systems. The Company delivers managed services, product-related services, consulting and systems integration services and broadcast services.

The ambition is to support operators to improve their revenues, increase their operational efficiency and to transform their networks. Ericsson strives to create value by combining technical, services and customer experience expertise.

The offerings include:

 

OurNetwork managed services for designing, building, operating and managing the day-to-day operations of the customer’s network or solution; maintenance; network sharing solutions; plus shared solutions such as hosting of platforms and applications. Complex issues are handled, such as convergence, quality and capacity management, so that operator resources can focus on strategy, marketing and customer care.

IT managed services, whereby Ericsson assumes responsibility for aspects such as application life-cycle management, application development, quality assurance and day-to-day operations and maintenance for both applications and infrastructure.

Broadcast services for TV and media companies. Services include responsibility for technical platforms and operational services related to TV content management, play out and service provisioning of a TV broadcaster’s business. Ericsson has the capability to consult, integrate and manage business operations for TV and media, reusing skills, methods and tools from network managed services. Broadcast services help to enhance the efficiency of the business operations of content owners and broadcasters, providing significant operational and capital savings through assuming responsibility for technical platforms, enabling speeding time to market and minimizing business continuity risks. The investment in Red Bee Media in 2014 further enhanced the broadcast services capabilities.

Product-related services: Services to expand, upgrade, restructure, or migrate networks; network-rollout services; customer support; and network optimization services. Network design and optimization services ensure that networks can handle high levels of data traffic while maintaining service quality and user experience.

 

Ericsson’s network rollout services.

COMMUNICATION SERVICES

New opportunities for communication between people, enterprises and machines

Evolution driven by Voice over LTE (VoLTE), High Definition Voice and Video, Enriched Communication Services, all enabled by IP Multimedia Subsystem (IMS)

Cloud-based solutions, such asConsulting and systems integration (CSI): technology and operational consulting; integration of multi-vendor equipment; design and integration of new solutions and transformation projects. CSI services assist operators in driving business transformation and ensuring competitiveness while facing the challenges of this new environment. Ericsson is expanding the Device Connection Platform, pushing the borders of communication beyond people

Consumers and business users want to communicate with more people, in more contexts and for more reasons than ever before. Operators are using this growing demand to drive business, providing new functionality and richer offerings across networks, devices and country borders.

Operators are already providing communication services, such as voice, text and multimedia messaging based on industry standards, ensuring global interoperability across all devices and all subscriptions.

Our IMS solutions enable operators to offer communication in new ways, such as high-definition voice, video calling and conferencing, multi-party chat with presence information, and screen sharing. IMS is also providing Voice and video over LTE (VoLTE), enhancing the user experience and reducing costs. In addition we offer machine-to-machine solutions to operators as a cloud service.

We help operators leverage the value of their networks by exploiting these new opportunities, providing enhanced communication services that are secure, reliable and simple to use.

All our applications are moving to virtualized deployments, complying with the ongoing Network Functions Virtualization industry group’s specifications.

FIXED BROADBAND AND CONVERGENCE

Fourth-generation IP network portfolio

Real-time cloud capabilities

Unlocks full potential of mobility, video and the cloud

Legacy telecom networks were designed to deliver a limited number of services. Our IP-based multi-service networks create opportunities for operators to unlock the full potential of mobility, video and the cloud.

Our fourth-generation IP network portfolio allows operators to use their complete network as a single business resource as opposed to the fragmented and complex reality of most legacy networks. It also allows for increasingly virtualized network features, adding flexibility and paving the way for cooperation with new partners.

As a first step we introduced the ability to deliver telephony, internet and TV over fixed and mobile broadband networks. By combining operators’ software-defined networks (SDN) and cloud solutions, we are now adding real-time

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Ericsson Annual Report on Form 20-F 2013

capabilities to the cloud – essential qualities for evolving consumer and enterprise services and to create new vertical applications in areas such as safety and traffic monitoring.

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MANAGED SERVICES

Experience-centric engagement approach allows operators to get more out of managed services

Managing and evolving network and IT environments for operators to improve efficiency and strengthen competitiveness

Established in media, the cloud and IT Managed Services, expanding into utilities and transport sectors

Managed services traditionally involve taking over activities operators once handled in-house, from designing, planning and building a network, to managing operations. The main driving factor has been cost savings, but as competitive pressures have increased, operators have also needed to adapt their positions in the value chain.

We have developed managed services as a way to enhance the customer experience and increase business differentiation. We create new value by combining technical, service and customer experience expertise. Our experience-centric approach enhances the performance that subscribers actually get. Starting with the operator’s business objectives, we define the level of customer experience necessary to meet those objectives and work together to make it happen.

Our traditional telecom managed services model focuses on reducing cost and complexity. Other models such as wholesale network sharing allow operators to choose between investing in their own infrastructure and sharing it to varying degrees with partners.

We handle complex issues such as convergence, quality and capacity management, while freeing up operator resources to focus on strategy, marketing and customer care.

We provide managed services to networks that serve more than 1 billion subscribers in more than 100 countries. These networks are typically multi-vendor, multi-technology environments, with more than half the equipment coming from non-Ericsson sources. We operate four Global Network Operations Centers (GNOCs) offering a universal approach to managed services based on years of innovation and global best practice. We rely on our global set of tools, methods and processes, and invest to ensure they remain at the leading edge.

We are expanding our established model for network and IT managed services to adjacent areas such as cloud services, TV and media, and selected industry verticals. The Company also offers services related to the planning, building and optimizing of OSS including service fulfillment and service assurance.

Services for Industry and Society; reusing existing portfolio for non-telecom customers in the areas of utilities, transport and public safety.

The product mix is divided between network rollout services and professional services of which managed services is a significant part. The proportion of network build outs as well as managed services deals in the transition phase affects the gross margin of Global Services. As sales are based on various services offerings the challenge is to manage and optimize cost of sales. R&D investments are limited. Unlike the professional services business, rollout services of extensive networks are working-capital intensive.

OPERATIONS AND BUSINESS SUPPORT SYSTEMS (OSS AND BSS)Each year, Ericsson manages more than 1,400 major projects for network build, expansion or migration for all major standards of mobile and fixed networks worldwide. On average, 100 of these are large, complex turnkey projects. The Company provides managed services to networks that serve more than 1 billion subscribers in approximately 100 countries. These networks are typically multi-vendor, multi-technology environments, with more than half the equipment from non-Ericsson sources.

Ericsson Annual Report on Form 20-F 2014

 

SEGMENT SUPPORT SOLUTIONS

Enabling operators to become agile

Providing systems to manage increasingly complex networks and services

Solutions to improve user experience and to create new business opportunities

OSS and BSS are used to run the networks – not just from a technical perspective, but also to manage how services are delivered and paid for, keep track of revenues and maintain customer relationships.

The shift in focus from voice to data services is both a challengeSupport Solutions segment focuses on software for operations and an opportunity for operators. The growth of mobile broadband is leading operators to evolve their OSSbusiness support systems (OSS and BSS in order to monetize the increasing amount of data flowing through their networks while managing the increasing complexity of networksBSS), as well as TV and services. Our solutions cater for user needsmedia management, and help identify new revenue streams, in addition to running and maintaining operations. Our extensive expertise and global experience makes us unique in our approach to OSS and BSS.m-commerce.

We enable our customers to become more agile – fast, flexible and in control of their business in a dynamic and fast-paced market. Our solutions help them capture, analyze and report user data, providing insights for more cost-efficient business decisions, identifying new revenue streams and enabling increased personalization and user control.

OurLOGO

The portfolio is designed around measurable performance improvement in an operator’s business processes, with software that is scalable, configurable and which provides end-to-end capabilities. This, together with our expertise in consulting and systems integration, makes us a world-class software company.

The integration of the former Telcordia products, and those of ConceptWave, has contributed to our comprehensive OSS and BSS portfolio.offerings includes:

 

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Ericsson Annual Report on Form 20-F 2013

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TV AND MEDIA MANAGEMENT

A broad suite of standards-based solutions, products and services

Enabling content owners, broadcasters, TV service providers and network operators to create and deliver the future of TV on all consumer devices

Managing and monetizing the strong growth in video traffic

TV is transforming into an immersive, connectedOperations support systems (OSS) and social experience on every smart device a consumer owns and interacts with.business support systems (BSS) solutions for telecom operators. The convergence of media and telecoms, especially through the global uptakegrowth of mobile broadband is accelerating a changeleading operators to develop their OSS and BSS solutions in order to monetize the increasing amount of data traffic that flows in the way consumers get premium entertainment. It also changes industry players’ roles in that value chain.

Our position in this transformation – with 20 yearsnetworks, while at the same time managing the increasing complexity of media and video experience, and global leadership in networks and telecoms – isservices. OSS software solutions; support operators’ management of existing networks and the introduction of new technologies and services, through software products for service enablement, fulfillment and assurance as well as telco analytics, orchestration and cloud management. Business Support Systems (BSS) handle revenue management (prepaid, post-paid, convergent charging and billing), mediation and customer care solutions. BSS manages how services are delivered and paid for. Products for revenue assurance and billing and revenue management help maintain customer relationship and keep track of revenues

TV & Media solutions: a crucial advantage to our customers as we help them innovate insuite of standards-based products for the creation, management and delivery of evolved TV Anywhere services and manage the strong growth in data traffic driven by video.

Our Mediaroom and Multiscreenexperiences on any device over any network. Ericsson’s TV solutionsplatforms – enabling TV service providers to deliver on the TV Anywhere future – isare powering more than 70110 TV services for over 1418 million subscribers. Our On-Demand Content Management Solution providesThrough the content managementacquisition of Tandberg Television in 2007 and packaging needed to ensure unified access to infinite amounts of relevant content.

Ericsson’s Media Delivery Network solution, LTE Broadcast and advancedMicrosoft’s Mediaroom in 2013, Ericsson is now the leader in the video compression transform video efficiency, while maximizing the value of contentIPTV and network assets.business, with multi-screen solutions for TV

Our broad portfolio is enhanced by global

M-Commerce; solutions to enable mobile financial services capability to consult, integratefor domestic and manage business operations for TV.

CONNECTED DEVICES

Complete solutions for device connectivity

Compact ‘modems-on-a-chip’ for smartphones, tablets and other small devices

Following the 2013 split-up of the ST-Ericsson joint ventureinternational money transfer, payment transactions and services between STMicroelectronicsmobile subscribers and Ericsson, Ericsson will offer LTE multi-mode thin modem solutions, including 2G, 3G and 4G interoperability. Device manufacturers will get a complete solution to ensure end-to-end device support and network functionality.

Our modems are designed for smartphones, tabletsoperators and other service providers.

Industry and Society; solutions for the industry and society market, Ericsson adapts existing solutions for new applications. The service enablement platform has been used to create the Connected Vehicle Cloud and billing-as-a-service products are reused for connected devices applications.

Sales are dominated by software and the business is R&D-intensive, with limited working capital. In order to be profitable, continuous centralization and harmonization of R&D is important for our vision of 50 billion connected devices in order to keep the Networked Society.

Our modems support all major access technologies.

Theproduct portfolio together. Ericsson Device Connection Platform (DCP) is a cloud service enabling operators to offer connectivity management to enterprise customers. It enables operators to address new revenue streamsexecuting on recent acquisitions, while transforming the business model from a variety of devices while simplifying the process and reducing the cost of connecting them.

OPPORTUNITIES IN INDUSTRY VERTICALS

Creating new value for non-operator businesses through ICT innovation

The rapid proliferation of connected devices, self-service applications, machine-to-machine communication and automationone that is changing the way companies do business. The mobile network is fundamental to this development and we serve several select industry verticals, specifically, utilities, the transport sector and public safety.

Our resources in technology, consulting, systems integration and managed servicesbased on a global scale give usrevenue intake from traditional telecom software licenses to one that puts emphasis on recurring software sales based on subscription-base software as a unique position. This lets us support customers with everything from connectivity to customer relationship management – not just with technology but also from a business transformation perspective.service (SaaS) offerings.

Ericsson Annual Report on Form 20-F 20132014

 

OUR PERFORMANCE

Our overall goal is to create shareholder value. We use a range of financial and non-financial targets to drive business performance.

What we aim for

GROWING SALES FASTER

THAN

THE MARKET

BEST-IN-CLASS OPERATING

MARGIN

Why we measure itOutperforming our market confirms the validity of our strategic direction.A clear focus on operating margins demonstrates our commitment to profitable growth.

Our performance

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Ericsson Annual Report on Form 20-F 2013

What we aim forSTRONG CASH CONVERSIONEMPLOYEE ENGAGEMENTCUSTOMER SATISFACTION
Why we measure itA strong cash position supports new business activity, enables appropriate acquisition opportunities and provides resilience to external economic volatility.Engaged employees are motivated to contribute to the success of Ericsson and are willing to go the extra mile to meet the organization’s goals.Customer satisfaction is a prerequisite for customer loyalty. We strive to ensure that our customers perceive us as a thought leader and their preferred business partner.
Our performanceLOGO

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Our score is 8 percentage points higher than the external benchmark average, as measured across over 250 companies. We started to measure the engagement index in 2011.

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Ericsson Annual Report on Form 20-F 2013

REGIONAL DEVELOPMENT

Ericsson is a truly global player,company, with customers in more than 180 countries. We haveThe Company has been present in many countries, such as China, Brazil and India, for more than 100 years.

NORTH AMERICA

Net sales: SEK 59.3 SEK billion (+5%).

Networks sales declined. The first halfexpertise and local knowledge gained through working closely with customers create global scale, which is an important pillar of the yearbusiness success.

It is important to find a beneficial mix between different businesses and regions in order to secure a good balance between growth and profitability. The differing nature of the businesses as well as regions reflects Ericsson’s global position and the ambition to be regionally diversified is part of the overall strategy to mitigate the impact from imbalances and dependencies.

Ericsson has ten geographical regions which vary in size and where the maturity of the operators and the markets differ. The solutions-based go-to-market approach is built on close cooperation between business units and regions. Each region is organized the same way. The relationship between the regions and the business units is such that the business units develop the products and the regions cultivate relationship with its customers and address customers’ needs. This also spurs innovation, as it allows the regions to identify local needs and when these are translated into solutions, the innovations can be spread globally.

To manage the extensive managed services business in an efficient way, services are delivered locally from the ten regions and globally from four Global Service Centers where large-scale activities are concentrated. The Global Service Centers are located in India, China, Mexico and Romania.

Over the past five years, the North American region has increased the share of total Group sales, driven by intense operator activity.

Ericsson is a market leader both in telecom services and mobile broadband infrastructure In the North American market. After a couple of years with major LTE network buildouts, the business in North America was driven by network quality and capacity expansion business in 2014. This was a consequence of the increase in user demand for mobile data. Business slowed down during the latter part of 2014 as operators focused on cash flow optimization. The overall market fundamentals are strong with continued need for capacity investments and densification, driven by video and the introduction of new services such as VoLTE. This market is in the forefront when it comes to network development and LTE usage, and several of the targeted areas, such as OSS and BSS, IP, Cloud as well as TV and Media, have a strong potential.

Ericsson has established a position in 4G in China, as mainland China has started a large scale roll out of LTE and over 1.2 billion LTE-subscriptions are expected by the end of 2020. Sales in 2014 were driven by delivery of 4G/LTE coverage type of contracts, primarily to one Chinese customer. Future capacity sales will be dependent on subscriber uptake in the LTE networks.

Ericsson has a strong installed base in Europe, partly as a result of the twomodernization projects of European networks in 2011–2013, which was a prerequisite for the transformation. In 2014, business in Europe was driven by investments in network quality and capacity combined with managed services. Vodafone started to invest in a multi-year “project Spring” to increase coverage and capacity in several European countries. Operator consolidations continued to be on the agenda partly driven by an increasing need for network investments. Business in Russia developed favorably during the year driven by mobile broadband infrastructure investments.

Ericsson Annual Report on Form 20-F 2014

ERICSSON 24/7 – GLOBAL PRESENCE

Ericsson is a global player, with customers in more than 180 countries. The Company has been present in many countries, such as China, Brazil and India, for more than 100 years. The go-to-market organization is based in 10 geographical regions.

NORTH AMERICA, – 8%

Sales declined, driven by lower network sales as a result of large mobile network coverage projects coming to an end, and increased operator focus on cash flow in the second half of the year. Sales in Support Solutions and Professional Services continued to grow, driven by OSS and BSS modernization.

MEDITERRANEAN, – 5%

Sales decreased as the European modernization projects came to an end while managed services contributed positively to sales.

LATIN AMERICA, +3%

Sales increased, driven by mobile broadband coverage projects that peaked, while the second half was weaker. While executing on the large rollout projects in the US, Ericsson has also strengthened its professional services position and capabilities. Global Services sales increased by 20%.

LATIN AMERICA

Net sales: SEK 22.0 billion (+0%).

LTE deployments ramped up after a slow start and together with 3G network quality investments, drove salespartly offset by currency restrictions.

WESTERN AND CENTRAL EUROPE, +7%

The European modernization projects came to an end in 2014. Sales growth for the full year 2013. However, macroeconomic developmentwas increasingly driven by investments in mainly Brazilnetwork quality and Mexico continued to slow downcapacity during the year.

NORTHERN EUROPE AND CENTRAL ASIA, +6%

Net sales:Sales increased, driven primarily by mobile broadband deployments in Russia with sales of SEK 11.6 billion (+2%).

The6.7 (5.6) billion. Professional Services sales growth was mainlygrew, driven by Networks salesnetwork design and optimization services. TV & Media business showed positive development.

NORTH EAST ASIA, +1%

Sales increased in Russia. Operators continued to show high interestmainland China and Taiwan as a result of delivering on previously awarded 4G/LTE contracts. The increase was partly offset by reduced network investment levels in OSSKorea and BSS.Japan.

WESTERN AND CENTRAL EUROPEMIDDLE EAST, +22%

Net sales: SEK 18.5 billion (+6%).

The salesSales growth was driven by mobile broadband investments related to new licenses and growth in data traffic in both advanced and developing markets.

SUB-SAHARAN AFRICA, –13%

Sales declined but recovered in the second half of the year, mainly driven by operator focus on network modernization projectstraffic and quality management. This resulted in several countries and also by a high activity level incontinued demand for managed services.

MEDITERRANEANINDIA, +25%

Net sales: SEK 24.2 billion (+4%).

Sales grew,growth was driven by 3G deployments in Northwest Africa and modernization projects.

MIDDLE EAST

Net sales: SEK 17.4 billion (+12%).

Sales grew, driven by increased investmentsmobile broadband infrastructure investments. Increased smartphone penetration drove growth in mobile broadband.

SUB-SAHARAN AFRICA

Net sales: SEK 10.0 billion (–11%).

Sales came from 2G and 3G deployment and managed services, although the deployment pace slowed down in the latter part of the year. Long-term industry fundamentals remain positive as mobile broadband and smartphone penetration is still at low levels.

INDIA

Net sales: SEK 6.1 billion (–5%).

Sales were negatively impacted by poor macroeconomic environment and delays in regulatory legislation. Global Services grew largely due to an increase in managed services.

NORTH EAST ASIA

Net sales: SEK 27.4 billion (–24%).

Sales declined. Japan was negatively impacted by currency and reduced activity. GSM in China structurally declined whilst LTE deployments commenced towards the end of the year. In Japan, KDDI has selected Ericsson as one of the prime vendors to deploy its LTE system and evolved packet core network.data usage.

SOUTH EAST ASIA AND OCEANIA, 0%

Net sales: SEK 15.8 billion (+5%).

Sales grew, withremained flat. Growth in major rollout projects in Australia compensated for a decline in Indonesia where major 3G deploymentsprojects peaked in Thailand and LTE deployments in Singapore and Australia. In Indonesia major capacity projects were finalized. Smartphone penetration continued to increase from a low level.2013.

OTHER, –2%

Net sales: SEK 15.0 billion (+22%).

Includes revenues generated across all regions through licensing, sales of cables, broadcast services, power modules, Ericsson-LG Enterprise and other businesses. Sales increased, positively impacted by the Samsung agreement but negatively impacted by the divestment of IPX in 2012 and thedeclined somewhat due to exit of the telecom and power cable businesses in 2013.2013 as well as lower IPR revenues. Broadcast services grew, driven by the acquired Red Bee Media business that was fully consolidated in 2014.

Ericsson Annual Report on Form 20-F 20132014

 

FIVE-YEAR SUMMARYTHE PEOPLE

For definitionsEricsson’s People Strategy is clear – to attract the best, to develop the best, and to establish a high performing organization of engaged employees.

Right from the start, the ingenuity and professionalism of the financial terms used, see Glossarypeople have taken Ericsson forward in a world of continuous technical and Financial terminology.societal developments. The Company and the employees share the vision of a sustainable Networked Society, and the continuous transformation of the business builds a culture of creativity and innovation.

Ericsson’s future success largely depends on the ability to attract, develop, motivate and retain the talent needed to uphold and develop the business. Competition for skilled professionals in the ICT industry remains intense. To help Ericsson reach its full potential and maintain its leading position, the People Strategy has three objectives: attract the best talent, develop the best talent, and establish a high performing organization of engaged employees.

Five-year summaryAttracting the best talent

The Ericsson brand is well known in the ICT space. To attract the talent and skills needed to transform the business, strong efforts are being made to reach out even further. Ericsson is active in the global social media with the “You + Ericsson” concept, telling powerful people stories and presenting global opportunities. Through the employee referral program, the Company engages its top talent to attract other top talent from the marketplace. Ericsson is continuously working with universities all over the world to increase the exposure to new talent in the different markets in which the Company operates. To attract exceptional talent, Ericsson takes a holistic approach to becoming an employer of choice across the world, with the consistent Ericsson values, but the Company also brings local nuances to meet local needs. Ericsson wants to be recognized as the Company that fulfills both the personal and career ambitions of a potential employee.

Continuous focus on competence

In order to stay relevant and remain a pioneer and a thought leader in the Networked Society, Ericsson needs to keep continuous focus on competence. The Company has a strategic approach to learning, using a two-tier framework. Top-down, the process identifies gaps for strategic competences in relation to a specific position or geography. These targeted gaps are being closed through development and deployment of global learning programs. Ericsson has structured formal and on the job training programs to build competences in emerging technology areas and in best practices with a special focus on sales, services and product development teams. Bottom-up, each employee together with his or her manager identifies competence gaps and develop an annual development plan so that they continue to grow and advance.

Ericsson invests in impactful and innovative ways of learning that can be accessed by everyone at all times, such as collaborative learning through a new virtual campus with live experts sharing knowledge or through Ericsson Play, a new mobile video sharing and learning platform. Certifications and assessments support the learning program to ensure that competence is obtained. The comprehensive career and competence model, supported by online and classroom training from Ericsson Academy and on-the-job development, helps employees to build their careers and develop capabilities that contribute to the Company’s continued success.

 

    2013  Change  2012  2011  2010  2009 

Income statement items, SEK million

                   

Net sales

   227,376    0  227,779    226,921    203,348    206,477  

Operating income

   17,845    71  10,458    17,900    16,455    5,918  

Financial net

   –747    —      –276    221    –672    325  

Net income

   12,174    105  5,938    12,569    11,235    4,127  

Year-end position

                   

Total assets

   269,190    –2  274,996    280,349    281,815    269,809  

Working capital as defined1)

   106,940    6  100,619    109,552    105,488    99,079  

Capital employed as defined1)

   180,903    2  176,653    186,307    182,640    181,680  

Gross cash as defined1)

   77,089    0  76,708    80,542    87,150    76,724  

Net cash as defined1)

   37,809    –2  38,538    39,505    51,295    36,071  

Property, plant and equipment

   11,433    –1  11,493    10,788    9,434    9,606  

Stockholders’ equity

   140,204    2  136,883    143,105    145,106    139,870  

Non-controlling interest

   1,419    –11  1,600    2,165    1,679    1,157  

Interest-bearing liabilities and post-employment benefits

   39,280    3  38,170    41,037    35,855    40,653  

Per share indicators

                   

Earnings per share, basic, SEK, as defined

   3.72    107  1.80    3.80    3.49    1.15  

Earnings per share, diluted, SEK, as defined

   3.69    107  1.78    3.77    3.46    1.14  

Cash flow from operating activities per share, SEK

   5.39    –21  6.85    3.11    8.31    7.67  

Cash dividends per share, SEK, as defined

   3.002)   9  2.75    2.50    2.25    2.00  

Cash dividends per ADS, USD

   0.472)   12  0.42    0.38    0.37    0.28  

Stockholders’ equity per share, SEK, as defined

   43.39    2  42.51    44.57    45.34    43.79  

Number of shares outstanding (in millions)

                   

end of period, basic

   3,231    —      3,220    3,211    3,200    3,194  

average, basic

   3,226    —      3,216    3,206    3,197    3,190  

average, diluted

   3,257    —      3,247    3,233    3,226    3,212  

Other information, SEK million

                   

Additions to property, plant and equipment

   4,503    –17  5,429    4,994    3,686    4,006  

Depreciation and write-downs/impairments of property, plant and equipment

   4,209    5  4,012    3,546    3,296    3,502  

Acquisitions/capitalization of intangible assets

   4,759    —      13,247    2,748    7,246    11,413  

Amortization and write-downs/impairments of intangible assets

   5,928    1  5,877    5,490    6,657    8,621  

Research and development expenses

   32,236    –2  32,833    32,638    31,558    33,055  

as percentage of net sales

   14.2  —      14.4  14.4  15.5  16.0

Ratios

                   

Operating margin

   7.8  —      4.6  7.9  8.1  2.9

EBITA margin as defined1)

   9.8  —      6.6  9.9  11.0  6.7

Cash conversion as defined1)

   79  —      116  40  112  117

Return on equity as defined1)

   8.7  —      4.1  8.5  7.8  2.6

Return on capital employed as defined1)

   10.7  —      6.7  11.3  9.6  4.3

Equity ratio as defined

   52.6  —      50.4  51.8  52.1  52.3

Capital turnover as defined

   1.3    —      1.3    1.2    1.1    1.1  

Inventory turnover days as defined

   62    —      73    78    74    68  

Trade receivables turnover as defined

   3.4    —      3.6    3.6    3.2    2.9  

Payment readiness, SEK million, as defined

   82,631    –3  84,951    86,570    96,951    88,960  

as percentage of net sales

   36.3  —      37.3  38.1  47.7  43.1

Statistical data, year-end

                   

Number of employees

   114,340    4  110,255    104,525    90,261    82,493  

of which in Sweden

   17,858    1  17,712    17,500    17,848    18,217  

Export sales from Sweden, SEK million

   108,944    2  106,997    116,507    100,070    94,829  

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1)These financial measures as defined by us may constitute non-IFRS measures. For a reconciliation to the most directly comparable IFRS measures, see pages 150–151
2)For 2013, as proposed by the Board of Directors.

Ericsson Annual Report on Form 20-F 2014

Engagement and leadership

The level of engagement from the people remains very high. The last employee survey had a 93% response rate. The Employee Engagement Index measures employees’ overall motivation and commitment to the Company’s success. Ericsson’s score for 2014 is 78% which puts the Company amongst the top-scoring ICT companies included in this benchmark. One of the contributing factors to the high score was leadership. Strong leaders are essential for Ericsson to keep the technology and services leadership amid evolving business conditions. Therefore, the Company applies a rigorous talent planning process and run structured leadership programs at all levels. The leadership pipeline is under continual review to ensure that the right leadership capabilities are developed to take the business forward.

Diversity of thought

With customers in more than 180 countries around the world, Ericsson strives for the leadership teams and employee base to be as diverse as the world around. The Company’s definition of diversity extends beyond gender, race, religion, ethnicity, age and other established categories to focus on diversity of thought, the prime driver of the innovative culture.

In Ericsson’s experience, diverse teams are the most productive and stable. The diversity is supported by a truly inclusive workplace, in which people are valued for the different perspectives, ideas and experiences that they bring.

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Ericsson Annual Report on Form 20-F 2014

SUSTAINABILITY AND CORPORATE RESPONSIBILITY

By advocating Technology for Good, Ericsson aims to lead the industry in providing significant and measurable contributions to a sustainable Networked Society.

In the Networked Society, Ericsson is the leading advocate of Technology for Good, the transformative power of mobility, broadband and cloud solutions to help tackle global sustainable development challenges. In the Company’s sustainability and corporate responsibility work, Ericsson has two main focus areas: to reduce risks, and to create positive impacts for people, business and society. The below areas are integrated in the Ericsson business:

Conducting business responsibly

Environment, energy and climate change

Creating positive socio-economic impacts

Conducting business responsibly

Embedding responsible business practices into the Ericsson operations ensures that the Company is running the business responsibly and capable of managing risks on a global scale. No matter what country or environment Ericsson operates in, global policies apply in terms of sound business practices, social responsibility and environmental protection.

Ericsson is committed to upholding the ten UN Global Compact Principles in the areas of human rights, labor standards, the environment and anti-corruption as well as to the UN Guiding Principles on Business and Human Rights (UNGP).

Ericsson’s key areas of commitment and actions are the respect for human rights in the ICT field, fostering anti-corruption, applying responsible sourcing practices, improving environmental performance and upholding high standards for labor rights as well as occupational health and safety.

The Company has a strong global governance process through the Ericsson Group Management System (EGMS) that supports efforts to create business value and minimize negative impacts. The robustness of the processes have systematically been improved over time.

In 2014, Ericsson updated its Code of Business Ethics to align it with the UNGP, with particular focus on human rights. Ericsson’s most salient human rights issues are the right to privacy and freedom of expression. Human rights focus is growing in many of the Company operations. One example is through Ericsson’s Sales Compliance Board, which provides a cross- functional forum for handling, for example, human rights risks as part of the sales process. In 2014, more than 300 cases were reviewed and 6% of the cases reviewed by the Sales Compliance Board were rejected.

In 2014, at the request of the Sales Compliance Board, Human Rights Impact Assessments of Iran and Myanmar were conducted and still ongoing in Iran, in accordance with the UNGP.

In the area of Occupational Health and Safety, 22 workplace fatalities were reported. Of these 1 was an Ericsson employee while suppliers reported 21, including 1 public fatality.

Environment, energy and climate change

Substantial greenhouse gas reductions can be achieved in a wide variety of ways by using ICT in different sectors. During 2014, Ericsson reduced societal carbon emission by implementing ICT-enabled solutions such as smart meters and smart transport solutions.

Ericsson’s second Energy and Carbon report, published in 2014, analyzes the ICT sector’s own environmental impact in terms of energy use and greenhouse gas emissions. The report shows that, while the expansion of ICT is stimulating economic growth and development, the resulting increase in carbon emissions is expected to be marginal, compared to the substantial reduction of greenhouse gases that can be achieved.

Ericsson and UN-Habitat produced a report in 2014,“The Role of ICT in the New Urban Agenda,” describing how ICT supports the sustainable cities of the future and offered recommendations to policymakers on the creation of an ICT-enabling environment to bridge digital divides.

The Company’s latest generation of network infrastructure equipment provides better performance than previous generations, while consuming less energy. The work on improving energy efficiency continues across the entire portfolio, to enable an increased connectivity of cities, industries and societies. The carbon

Ericsson Annual Report on Form 20-F 2014

footprint of Ericsson’s own activities has steadily decreased. Progress is on track towards the five-year target of reducing CO2 emissions per employee by 30% and keeping absolute CO2 emissions at 2011 levels, despite forecast growth in sales and number of employees.

Creating positive socio-economic impacts

Mobility, broadband and the cloud can greatly enable socio-economic development. But for people to benefit, affordability and accessibility are key. Ericsson has been actively involved in advocating the role of ICT in the Sustainable Development Goals (SDGs) for the post-2015 agenda that seek to address such challenges.

In 2014, the Task Force on Sustainable Development for the Broadband Commission on Digital Development, chaired by Ericsson President and CEO Hans Vestberg, produced a report, “Means of Transformation,” offering practical guidance for governments on leveraging ICT in support of the SDGs.

Ericsson’s objective to positively impact 2.5 million people directly through Technology for Good initiatives by 2016 was achieved in 2014. The bar has now been raised even higher, aiming to positively impact 4.8 million by the end of 2015.

In 2014, Ericsson focused on using ICT to transform humanitarian response and scaling solutions for greater impact. Ericsson and the International Rescue Committee announced a partnership using mobile technology to improve the frontline response of humanitarian workers in health, natural disasters and conflict-driven humanitarian crisis.

Ericsson Response is the global Ericsson employee volunteer initiative formed in the year 2000 to provide communications expertise, equipment and resources to assist humanitarian relief organizations.

In 2014, active missions assisting the Emergency Telecommunications Cluster focused on: continuing support to the Philippines in the aftermath of the 2013 typhoon; collaborating with the World Food Programme in war-torn South Sudan to provide communications and expertise to support long-term humanitarian efforts in refugee and Internally Displaced Persons (IDP) camps; and in Iraq, by deploying volunteers to facilitate communications for humanitarian workers in IDP camps.

Ericsson and operators in the Middle East launched the Refugees United service for the nearly 1.4 million Syrian refugees residing in Iraq, Jordan and Turkey at the launch of service. Another key focus was Ebola infection-prevention in Guinea, Liberia and Sierra Leone. Ericsson worked with multiple partners to support community health workers with about 1,400 mobile devices, with specific health apps, and provided UN and humanitarian workers with emergency telecoms support through Ericsson Response.

The Company also seeks to scale its impact in other key focus areas, including:

Education – as lead technology partner in Connect to Learn, a global education initiative with the Earth Institute at Columbia University and Millennium Promise. The program is now in 16 countries, engaging 12 mobile operators, benefiting about 45,000 students. In 2014, the program was launched in Myanmar in partnership with the UK Department for International Development, through the Girls’ Education Challenge with the aim of reaching 14,000 marginalized girls over the next two years.

Financial inclusion – Ericsson’s m-commerce solutions can enable many of the approximately 2.5 billion people who are unbanked globally to access financial services. In 2014, ASBANC, Peru’s National Bank Association, recognized Ericsson’s global scale and integrated solution as well as its commitment to Technology for Good, and selected Ericsson as a partner to design and implement its Mobile Money project, the country’s largest private initiative for financial inclusion.

LOGO

Ericsson Annual Report on Form 20-F 2014

 

LETTER FROM THE CHAIRMAN

DEAR SHAREHOLDERSDear shareholders

Looking back onFor the fourth time, it is my third yearpleasure, as chairmanChairman of the Board of Ericsson, I have to sayreflect on another year of performance and progress. As a Board, we are deeply involved both in helping develop a long-term strategic vision and responding to more immediate opportunities and challenges.

The ability to balance today’s reality with a rapidly evolving future has always been part of Ericsson’s culture, and has sustained its success for more than a century. Never before has this culture been more important. Customers face numerous challenges, and by adapting the product and services portfolio to meet their needs, Ericsson can take advantage of the many business opportunities that are emerging. In a sense, business has always been this way, but the rate and scale of change in today’s macro environment are exceptional.

The task of ensuring long-term development in this environment is both exciting and challenging. As a Board, we must consider what this industry will look like 10 or perhaps 20 years from now, so that investments and resources can be allocated responsibly. Ericsson’s ambition is to lead future developments and it is excitingsatisfying to be part of this industry. The rapid pace of change I mentioned last year shows no signs of slowing, andsee Ericsson positioning itself effectively as a leader in the transformative power of technology is becoming increasingly felt all around the world. It is a true privilege to be the chairman of a company that is leading and driving that development.Networked Society.

Much of our time on the Ericsson Board is spent examining longer-term strategic issues and the Board needs to form a long-term view. But particularly in an environment and a market like Ericsson’s, we also have to consider short-term changes and opportunities that arise, and respond appropriately.

2013 was a very eventful year in whichIn 2014, Ericsson and the Board addressedconcentrated on three major areas: strategy, governance and talent management.

In its strategic work, the Board always invests considerable time evaluating several strategic alternatives. In 2014, this led to an important decision: that Ericsson should exit the modem business – a number of important matters including acquisitions, divestments and refinancing. Two events that came up for much discussion during 2013 werelong journey is now completed. To strengthen Ericsson’s position in its targeted areas, the dissolution of the ST-Ericsson joint venture, with thin modems being integrated into Ericsson’s operations, and the important patent agreement with Samsung.

Attracting and retaining talentBoard decided on several strategic acquisitions.

The Board also pays much attentionis committed to talent management. We have a committed and experienced leadership team, led by our CEO and President, Hans Vestberg. We also see it as important to have a good leadership talent pool, so that future leaders can be developed and prepared, to secure the Company’s leading position.

Another main area for the Board ismaintaining Ericsson’s high standards of corporate governance, sustainability and responsible business practice. Ericsson is a large company with a unique global reachcompany and it is essential that our high standards are met in all our dealings across diverse markets. Ericsson has set the baraims high: every part of the Companycompany is required to meet demanding financial, social and environmental standards. Good governance ensures that risks are addressed and managed. Ericsson works continuouslyconstantly to uphold these standards, and as evidenced bya result has won and retains the high trust thatof its stakeholders.

Companies are only as good as the people they hire. The Board is appreciative of CEO and President Hans Vestberg and his leadership team for their dedication in attracting and developing some of the best talent in our stakeholders putindustry, a vital component in us.securing Ericsson’s leading position. The Company is naturally interested in succession planning, particularly at executive levels but also in technology and commercial management. Ericsson’s values of respect, professionalism and perseverance require good talent management.

ProposalEricsson’s capital structure is another of the Board’s major responsibilities and an area of great interest to raise the dividend

We are also entrusted withshareholders and the capital structure ofmarket. In approaching this responsibility, the Company which is always an important topic of discussion. Part of this, particularly during the fourth quarter of each year, involves a proposal for dividend to the annual general meeting. This discussion is based on our dividend policy, which takes into accountBoard carefully considers the previous year’s earnings and balance sheet, structure, as well as coming years’ business plans, and expectedprojections of economic development. Ericsson’s strategy is one ofMaintaining industry leadership which requires large investments intosignificant R&D investment as well as a continued focus on building on thedeveloping our core business, and expanding into new and targeted areas.

With all this taken into account, the Board’s proposal is to increase the dividend from SEK 2.753.00 in 20122013 to SEK 33.40 per share for 2013.2014.

As a leader in an industry that is leading change across all industries, Ericsson is an extraordinary company. It is a dynamic, progressive company operating in an exciting, growing market, with good long-term prospects. I am proud of the people of Ericsson and it is an honorprivilege to be part of Ericsson’s journey and a pleasure to serve as the Chairman of the Board.Chairman.

Leif Johansson

Chairman of the Board of Directors

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Ericsson Annual Report on Form 20-F 20132014

 

BOARD OF DIRECTORS’ REPORT

BUSINESS IN 2013Full-year highlights

Sales were SEK 228.0 (227.4) billion, flat compared with 2013.

Operating income was SEK 16.8 (17.8) billion, with an operating margin of 7.4% (7.8%). Gross margin improved due to a higher share of capacity business, offset by increased operating expenses and currency hedge losses.

Segment Networks showed an operating margin of 12% (10%) driven by improved business mix and earlier actions to improve commercial and operational efficiency.

Cash flow from operating activities was SEK 18.7 (17.4) billion. Cash conversion was 84%, above the target of 70%.

The Board of Directors proposes a dividend for 2014 of SEK 3.40 (3.00) per share.

LOGOLOGO

Business in 20141)

In 2014, Ericsson showed stable sales development with a solid operating margin. A sales decline in North America of –8% was compensated by growth in the Middle East, Europe and Asia. Operating margin improved in the core business, driven by a higher share of capacity sales and efficiency enhancements. This was partly offset by currency hedge losses, investments in targeted areas as well as losses related to the modems operations. (Reported operating margin decreased in 2014.)

The more than 100 IPR licensing agreements signed to date show the value of Ericsson’s sales ended at SEK 227.4 billion. TheR&D investments and enable industry players to continue to innovate and bring exciting products to the market. In 2014, IPR revenues showed a steady positive development. Ericsson remains committed to licensing its standard-essential patents on fair, reasonable and non-discriminatory (FRAND) terms.

At the Capital Markets Day (CMD) in November, Ericsson outlined the progress on its Networked Society strategy, with focus on profitability startedmarket development, growth agenda, transformation and profitability. In line with the strategy, the Company has invested into the targeted areas: IP networks, Cloud, TV & Media, Industry & Society and OSS & BSS. Sales in targeted areas showed a growth of more than 10% in 2014.

Ericsson continues to pay offproactively identify efficiency opportunities in the Company. The cost and operating marginefficiency program presented at the CMD, with the ambition to achieve savings of approximately SEK 9 billion, with full effect during 2017, is progressing. Activities for the Group graduallydiscontinuation of the modems business are included in the program and are ahead of plan.

Ericsson improved the cash flow from operating activities, and generated a cash flow of SEK 18.7 (17.4) billion. For the third consecutive year, the Company exceeded its cash conversion target of more than 70%. This resulted in a solid balance sheet, enabling Ericsson to continue to implement its strategy and to deliver consistent returns to its shareholders.

The Board of Directors proposes a dividend for 2014 of SEK 3.40 (3.00) per share, an increase of 13%.

1)The figures in this section are IFRS figures. However, commentary is based on non-IFRS figures, unless stated otherwise.

See Financial results of operations on page 35 for the reconciliation of non-IFRS figures.

Ericsson Annual Report on Form 20-F 2014

Financial highlights

Financial results of operations1)

In this Board of Directors’ report, unless otherwise indicated, commentary on sales, gross margin, operating income and net income reflects adjustments made on full year 2013 despite significant currency headwind, driven primarilyfor the initial payment from Samsung following the January 2014 licensing agreement with Samsung. The table below presents the reconciliation between reported IFRS figures and the non-IFRS figures upon which the comments are based.

Reconciliation IFRS – Non-IFRS measures

   IFRS   Adjustment initial
Samsung IPR payment 1)
   Non-IFRS 
   2014   2013   2014   2013   2014   2013 

Net sales

   228.0     227.4       –2.1     228.0     225.3  

Cost of sales

   –145.6     –151.0         –145.6     –151.0  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross income

   82.4     76.4     0.0     –2.1     82.4     74.3  

Operating expenses

   –63.4     –58.5         –63.4     –58.5  

Other operating income and expenses

   –2.2     0.1         –2.2     0.1  

Share in earnings of associated companies

   –0.1     –0.1         –0.1     –0.1  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating income

   16.8     17.8     0.0     –2.1     16.8     15.7  

Financial items

   –1.0     –0.7         –1.0     –0.7  

Taxes

   –4.7     –4.9       0.5     –4.7     –4.4  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income

   11.1     12.2     0.0     –1.6     11.1     10.6  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

1)The initial payment from Samsung in Q4 2013 was SEK 4.2 billion of which SEK 2.1 billion relates to 2013.
The adjustment impacts segments Networks and Support Solutions.

LOGOLOGO

Reported sales were flat and amounted to SEK 228.0 (227.4) billion. Strong sales growth in China, the Middle East and India was offset by improvementslower sales in North America and Japan, where several larger mobile broadband coverage projects were completed.

During the year, the SEK has weakened towards a number of currencies, including the USD, which has had a gradual positive impact on sales.

Reported sales for segments Networks and Network Rollout.Global Services were flat compared with 2013, while Support Solutions reported sales grew by 3%.

IPR and licensing revenues amounted to SEK 9.9 (10.6) billion. For 2013, IPR revenues included an initial payment of SEK 4.2 billion from Samsung for patent licensing.

The mix of sales by commodity was: Software 24% (24%), hardware 34% (34%) and services 42% (42%).

Restructuring charges amounted to SEK 1.5 (4.5) billion and were mainly related to the continued implementation of the service delivery strategy. Implementation started on the cost and efficiency program announced in November 2014. As part of the continuous business transformation, annual restructuring normally generates charges of approximately SEK 2 billion. In addition, the cost and efficiency program is expected to generate approximately SEK 3–4 billion in restructuring charges in 2015–2017.

With current visibility, total restructuring charges for 2015 are estimated at approximately SEK 3–4 billion.

Gross margin increased to 36.2%, due to a business mix with a higher share of coverage projects than capacity projects, started to shift towards more capacity during the year.

As anticipated, sales, came under some pressure towards the end of the year. As previously communicated, the major reasons behind this development are the two large mobile broadband coverage projects, which peaked in North America in the first half of 2013,lower restructuring charges and the impact from reduced activity in Japan.

While executing on the large rollout projects in the US, Ericsson has also strengthened its professional services position and capabilities. In the second half of the year, Global Services accounted for more than half of the region’s sales and today the Company is the market leader in both telecom services and mobile infrastructure in one of the world’s most advanced and dynamic ICT markets.

The LTE tenders in China continued and so far the two major operators that have made their vendor selections have included Ericsson as a vendor. In the latter part of the year, sales in China improved as a result of deliveries to ongoing mobile broadband coverage projects.

Also in the latter part of 2013, Ericsson continued to grow in some of its European key markets. During the last years, the position in Europe has been strengthened through the network modernization projects. These have been delivered according to plan and the major part of the negative margin impact from these projects is now over. Over time, it is expected that the telecom industry in Europe will improve.

During 2013, Ericsson executed on a number of strategic initiatives to both manage the ongoing technology transition in the industry and to transform the company for future business opportunities. Ericsson has solidified its core business as well as taken important steps to build a leadership position in new and targeted key areas. This includes consolidation of the modems business and the acquisition of the IPTV business Mediaroom from Microsoft. The Company will gradually increase resource and capital allocation in these areas as well as in IP, Cloud, OSS and BSS.

The Company has also successfully completed an IPR cross-licensing agreement with Samsung. This agreement ends complaints made by both companies against each other before the International Trade Commission (ITC) as well as the lawsuits before the U.S. District Court for the Eastern District of Texas.

The long-term fundamentals in the industry remain attractive and with ongoing strategic initiatives Ericsson is well positioned to continue to support its customers in a transforming ICT market.

The Company has worked diligently to improve working capital and ended the year with a strong operating cash flow of SEK 17.4 (22.0) billion and a full-year cash conversion of 79%, above the target of 70%, giving Ericsson a solid balance sheet to continue to execute on its strategy.

LOGO

FINANCIAL HIGHLIGHTS

Impact of Samsung IPR agreement

On January 27, 2014, Ericsson and Samsung signed an agreement on global patent licenses between the two companies.

The industry is built on scale and a strong tradition of sharing technologies through licensing on fair, reasonable and non-discriminatory (FRAND) terms. The agreement shows the value of Ericsson’s R&D investments and enables both companies to continue to innovate and bring new technologies to the market. The cross-license agreement covers patents relating to GSM, UMTS, and LTE standards for both networks and handsets.

The agreement includes an initial payment and ongoing royalty payments from Samsung to Ericsson for the term of the new multi-year license agreement.

The transaction contributed to net sales of SEK 4.2 billion, operating income of SEK 4.2 billion and net income of SEK 3.3 billion in 2013. Ericsson expects that the initial payment will impact operating cash flow in the beginning of 2014. This specific agreement impacts segments Networks and Support Solutions.

Income statement

Reported sales for 2013 were flat and amounted to SEK 227.4 (227.8) billion. During the year sales were negatively impacted by strong currency headwind and lower sales in North East Asia, driven by lower GSM investments in China combined with lower project activity in

Ericsson Annual Report on Form 20-F 2013

Japan and South Korea. In North America CDMA sales declined by –50% to SEK 4.2 (8.4) billion.

Revenues for IPR and licensing were SEK 10.6 (6.6) billion, of which the Samsung agreement contributed with SEK 4.2 billion.

With a large share of coverage projects in the beginning of the year and with slightly improved business mix from the second quarter, the commodity mix remained stable compared to last year. Software represented 24% (23%), hardware 34% (35%) and services 42% (42%) of total sales.

Restructuring charges amounted to SEK 4.5 (3.4) billion, mainly related to continued execution of the service delivery strategy and headcount reductions in Sweden. The proactive work to drive efficiency and cost reductions continues.

Gross margin increased to 33.6% (31.6%), due to the agreement with Samsung, reduced negative effect from network modernization projects in Europe and improved business mix.enhancements. The Global Services share of Group sales was flat at 43%., where the share of Network Rollout sales declined to 12% (14%) as a result of fewer large coverage projects.

Total operating expenses were basically flat and amountedincreased to SEK 58.5 (58.9) billion. Expenses related63.4 (58.5) billion due to increased organic expenses in targeted areas and acquisitions such as Microsoft Mediaroom as well as inclusion of the modems business addedoperations.

In line with the strategy to establish leadership in targeted areas, the Company has increased its R&D activities, primarily in IP and Cloud. In addition, the modems operations were taken over from the ST-Ericsson joint venture. This resulted in total R&D expenses of SEK –0.536.3 (32.2) billion to operating expenses. A one-time charge related to the acquisition of Airvana Network Solutions Inc. impacted the operating expenses negatively by SEK –0.4 billion. Excluding restructuring charges, operating expenses were down –2% compared to 2012. Selling, general and administrative expenses (SG&A) amounted to SEK 26.3 (26.0) billion and represented 11.6% of sales compared to 11.4% in 2012. For comments on research and development expenses (R&D), see the section “Research and development, patents and licensing.”2014.

Other operating income and expenses decreased to SEK 0.1 (9.0) billion. During–2.2 (0.1) billion of which SEK –2.8 (0.5) billion relates to negative currency hedge effects. They derive from the year, one-time charges related tohedge contract

1)The figures in this section are IFRS figures. However, commentary is based on non-IFRS figures, unless stated otherwise.

See above table for the reconciliation of non-IFRS figures.

Ericsson Annual Report on Form 20-F 2014

balance in USD, which has further decreased in value. The SEK has weakened towards the divestment of Applied Communication Sciences (ACS), the former researchUSD between December 31, 2013 (SEK/USD rate 6.46) and engineering arm of Telcordia Technologies, and the exiting of the telecom and power cable operations of SEK –0.9 billion impacted other operating income negatively. For new hedges taken in 2013, hedge accounting is not applied. The total re-evaluation effect for 2013 hedges on other operating income was SEK 0.5 billion. In 2012, other operating income included a gain related to the divestment of Sony Ericsson of SEK 7.7 billion and to Multimedia brokering (IPX) of SEK 0.2 billion.

Ericsson’s share in earnings of JV and associated companies was SEK –0.1 (–11.7) billion. In 2012 a non-cash charge of SEK –8.0 billion related to ST-Ericsson was made.December 31, 2014 (7.79).

Operating income including JV, increased slightly to SEK 17.8 (10.5)16.8 billion, positively impacted by an improved gross margin, and no negative effect from ST-Ericsson.margin. (Reported operating income decreased slightly in 2014.) Operating income was negatively impacted by one-time charges of SEK –1.3 billion related to the divestment of ACS, the exiting of the telecomhigher operating expenses, and power cable operations and the acquisition of Airvana.negative effects from hedge contracts. Operating margin including JV, was 7.8% (4.6%)7.4%. Operating income including JV and excluding the Samsung agreement was SEK 13.6 billion with an operating margin of 6.1%. 2012 included a gain of SEK 7.7 billion related to the divestment of Sony Ericsson.

Financial net amounted to SEK –0.7–1.0 (–0.3)0.7) billion. The difference is partlymainly attributable to lower interest income as an effect of lower interest rates during 2013 compared to 2012. foreign currency revaluation effects.

The tax rate for 20132014 was 30% compared with 29% compared to 42% in 2012, positively impacted by product and market mix.2013. Tax costs were SEK –4.9–4.7 (–4.2)4.9) billion.

Net income increased to SEK 12.2 (5.9)11.1 billion, positively impacted byfor the Samsung agreement by SEK 3.3 billion.same reasons as for the increase in operating income. (Reported net income decreased in 2014.)

EPS diluted was SEK 3.69 (1.78).3.54.

LOGOLOGOLOGO

Balance sheet and other performance indicatorsCash flow

ComparedCash flow from operating activities was positive at SEK 18.7 (17.4) billion.

Total investing activities amounted to December 31, 2012, trade receivables increased from SEK 63.77.5 (11.1) billion. Investments in property, plant and equipment were SEK 5.3 (4.5) billion, representing 2% of sales. Acquisitions and divestments, net, were SEK 4.4 (2.7) billion. The acquisitions are strategic investments made to 71.0strengthen the position in targeted areas. In 2014, approximately SEK 8 billion mainly due to the Samsung agreement. Days salesof debt outstanding (DSO) increased from 86 to 97 days.

Inventory decreased from SEK 28.8 billion to 22.8 billion, positively impacted by improved business mix and efficiency measures.

Inventory turnover days (ITO) improved from 73 to 62 days. Accounts payable days decreased from 57 to 53 days.

During the year, Ericsson concluded the following refinancing activities to extend the average debt maturity profile:was repaid:

 

A EUR 313 million bond was repaid

Ericsson refinanced a USD 2 billion Revolving Credit Facility (RCF). The new facility is a five-year facility with two one-year extension options

A USD 684 million European Investment Bank (EIB) loan was disbursed. The loan agreement was signed in 2012 and the loan supports R&D activities. The loan will mature in 2020.

A SEK 4 billion EIB loan, with original maturity in 2015, will bewas repaid.

A USD 300 million bond, with original maturity in 2016, was repaid.

A EUR 219 million bond matured and was repaid early 2014.in full.

Working capital

Days sales outstanding (DSO) increased to 105 (97) days mainly due to geographical mix and negative currency effects. Inventory turnover days increased to 64 (62) days due to a larger share of projects and negative currency effects.

Accounts payable days increased to 56 (53) days.

Provisions amounted to SEK 5.4 (8.6)4.4 (5.4) billion byat year end, reflecting implementation of previous years’ efficiency programs and headcount reductions.

Financial position

The average maturity of long-term borrowings as of December 31, 2014, was 5.7 years, compared with 5.1 years at the end of the year. 2013.

The reduction was mainlynet cash decreased from SEK 37.8 billion to SEK 27.6 billion as a result of increased post-employment benefits of SEK 10.6 billion due to utilizationlower discount rates.

Ericsson has an unutilized Revolving Credit Facility of the 2012 ST-Ericsson provision.USD 2.0 billion.

LOGOLOGO

LOGOLOGO

Ericsson Annual Report on Form 20-F 20132014

 

Cash flow from operating activities was positive at SEK 17.4 (22.0) billion, negatively impacted by higher working capital. There was no impact on cash flow from the Samsung agreement.

Cash outlays for regular investing activities decreased to SEK –5.0 (–6.5) billion. Acquisitions and divestments during the year were net SEK –2.7 (–2.1) billion. Cash flow from short-term investments for cash management purposes and other investing activities was net SEK –3.4 (3.7) billion, mainly attributable to changes between short-term investments and cash and cash equivalents.

Cash flow from financing activities was SEK –9.5 (–9.4) billion, mainly impacted by dividend paid of SEK –9.2 (–8.6) billion. Other financing activities net amounted to SEK –0.3 (–0.8) billion.

Cash, cash equivalents and short-term investments amounted to SEK 77.1 (76.7) billion. The net cash position decreased from SEK 38.5 to 37.8 billion. Cash conversion for 2013 ended at 79%.Employees

In 2013,2014, the net number of employees increased by 4,085, of which 3,293 were in services and 741 in R&D. By3,715. At the end of 2013,2014, the total number of employees was 114,340 (110,255)118,055 (114,340) of which 5,377 people19,251 joined Ericsson through acquisitions and through managed services contracts. Atduring the same time, approximately 13,000year. 15,536 employees left Ericsson, reflecting the natural attrition rate and ongoing companyCompany transformation.

LOGOLOGO

Research and development, patents and licensing

To secure continued technologyIn line with the strategy to establish leadership focus is on innovationin targeted areas, the Company has increased its R&D activities, primarily in IP and R&D.Cloud. In addition, the modems operations were taken over from the ST-Ericsson joint venture. This resulted in total R&D expenses (see table below) amounted toof SEK 32.2 (32.8)36.3 (32.2) billion. During 2014, R&D expenses, excluding expenses related to Modems, Mediaroom and restructuring, are expected to increase somewhat, mainly due to investments in IP.

Research and development, patents and licensing

 

  2013 2012 2011   2014 2013 2012 

Expenses (SEK billion)

   32.2    32.8    32.6     36.3    32.2    32.8  

As percent of Net sales

   14.2  14.4  14.4   15.9  14.2  14.4

Employees within R&D as of December 311)

   25,300    24,100    22,400     25,700    25,300    24,100  

Patents1)

   35,000    33,000    30,000     37,000    35,000    33,000  

IPR revenue, net (SEK billion)

   10.6    6.6    6.2  

IPR revenues, net (SEK billion)

   9.9    10.6    6.6  

 

1)The number of employees and patents are approximate.

LOGO

Ericsson Annual Report on Form 20-F 2013

LOGOLOGOLOGO

Seasonality

The Company’s sales, income and cash flow from operations vary between quarters, and are generally lowest in the first quarter of the year and highest in the fourth quarter. This is mainly a result of the seasonal purchase patterns of network operators.

Most recent five-year average seasonality of sales

 

  First
quarter
 Second
quarter
 Third
quarter
 Fourth
quarter
   First
quarter
 Second
quarter
 Third
quarter
 Fourth
quarter
 

Sequential change

   –21  6  –3  24   –22  8  0    23

Share of annual sales

   23  24  24  29   22  24  24  30

Off-balance sheet arrangements

There are currently no material off-balance sheet arrangements that have, or would be reasonably likely to have, a current or anticipated material effect on the Company’s financial condition, revenues, expenses, result of operations, liquidity, capital expenditures or capital resources.

Capital expenditures

For 2013,2014, capital expenditures amounted towere SEK 4.55.3 (4.5) billion, representing 2% of sales. Annual capital expenditures are normally around 2% of sales. This corresponds to the needs for keeping and maintaining the current capacity level, including the introduction of new technology and methods. Expenditures are largely related to test sites and equipment for R&D and network operationsoperation centers as well as manufacturing and repair operations. The Board of Directors reviews the Company’s investment plans and proposals.

Ericsson is planning to investInvestments are being made in three new global ICT Centers,centers, of which two are in Sweden and one is in Canada, over the coming five years.Canada. The centers will support R&D and Servicesservices in developing and verifying solutions more efficiently and bringing innovation faster to the market faster. market. The first center, in Linköping, Sweden, was opened in 2014.

Apart from this investmentthese investments, Ericsson believes that the Company’s property, plant and equipment and the facilities the Company occupies are suitable for its present needs in most locations.

Annual capital expenditures are normally around 2% of sales. This corresponds to the needs for keeping and maintaining the current capacity level. The Board of Directors reviews the Company’s investment plans and proposals.

As of December 31, 2013,2014, no material land, buildings, machinery or equipment were pledged as collateral for outstanding indebtedness.

The Company believes it has sufficient cash and cash generation capacity to fund expected capital expenditures without external borrowings in 2014.2015.

Capital expenditures 2009–20132010–2014

 

SEK billion

  2013  2012  2011  2010  2009 

Capital expenditures

   4.5    5.4    5.0    3.7    4.0  

of which in Sweden

   1.9    1.3    1.7    1.4    1.3  

Share of annual sales

   2.0  2.4  2.2  1.8  1.9

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SEK billion

  2014  2013  2012  2011  2010 

Capital expenditures

   5.3    4.5    5.4    5.0    3.7  

Of which in Sweden

   2.4    1.9    1.3    1.7    1.4  

Share of annual sales

   2.3  2.0  2.4  2.2  1.8

Ericsson Annual Report on Form 20-F 20132014

 

BUSINESS RESULTS—SEGMENTSBusiness results—Segments

Networks1)

Sales were basically flat. Sales declined in North America, where two large LTE coverage projects were completed. In addition, operators in the US increased their focus on cash flow optimization during the second half of the year, with reduced network investments as a consequence. The Samsung agreement and increased salesdecline in Latin America, Europe and the Middle East impacted sales positively, but thisNorth American business was partly offset by lowerincreased mobile broadband sales in North America, where CDMA related sales declined by –50%. North East Asia sales declinedthe Middle East. Large LTE network deployments continued in mainland China.

In 2014, operators increased their focus on improving network performance as an effecta key differentiator. This, in combination with continued data traffic increase, and introduction of lower project activitiesnew services such as VoLTE, led to increased capacity business in JapanRadio, IMS and South KoreaIP.

Operating income improved significantly compared with last year due to increased capacity business, earlier actions to improve commercial and operational efficiency and lower GSM investments in China.

At the end of the year there was solid demand for our IMS and data layered architecture UDC (User Data Consolidation). However, this was not enough to offset the continued structural decline in circuit-switched core.

Operating margin gradually improved during the year and ended at 10% (6%)restructuring charges. This was partly offset by a result of the Samsung agreement, reduced negative effect from network modernization projectscurrency hedges of SEK –2.1 (0.5) billion and higher operating expenses, mainly in Europe, improved business mixIP and strong focus on improving profitability.Cloud. Restructuring charges amounted to SEK –2.2–0.4 (–1.3)2.2) billion. This was primarily related to reductions of operations in Sweden and dismantling of the CDMA operations. Operating margin excluding the Samsung agreement was 7%.

 

LOGOLOGO

Global Services

Reported salesSales for Global Services were flat in comparison to a strong 2012. Network Rollout reported sales grew 4% driven by high coverage project activities, primarily in North America. Professional Services had acompared with 2013 despite strong development in region North AmericaManaged Services and India.in Network Design and Optimization.

There was continued momentum for Professional Services with double-digit sales growth during the second half of the year. Sales in targeted areas developed positively and in line with plan. Network Rollout sales declined, primarily due to a lower share of coverage projects.

Global Services operating marginincome was 6% (6%).flat compared with 2013. The Network Rollout margin gradually improved during the year due to the declining dilutive effect from the European network modernization projects as well as the ongoing efficiency programs. projects.

Professional Services operating margin was 14%declined to 12% (14%)., partly due to negative currency hedge effects and partly due to the high share of managed services contracts in the transformation phase.

Restructuring charges amounteddeclined to SEK –2.0–0.8 (–1.9)2.0) billion. Implementation of the service delivery strategy to move local service delivery resources to global centers continued, but at a slower pace during the first half of the year.

 

LOGOLOGO

Support Solutions1)

Sales development was primarilyReported sales grew by 3%, driven by portfolio changes and declinegrowth in sales of TV compression technology while OSS and BSSin TV & Media through the Mediaroom acquisition. Regions North America and North East Asia showed stable development. The Samsung agreement had an overall positive impact onstrong growth while Latin America and Sub-Saharan Africa declined, primarily due to lower BSS sales.

Operating margin increased to 12% (9%)income declined slightly, partly due to the Samsung agreement. Lowerlower sales in legacy systems and a charge relatedpartly due to the divestment of ACS had a negative impact on the margin.acquired operating expenses.

 

LOGOLOGO

From ST-Ericsson to segment Modems

ST-Ericsson was created in 2008 as a joint venture between Ericsson and STMicroelectronics. Early in 2013, the parents agreed to split up and close the joint venture.

Ericsson decided to taketook over the design, development and sales of the thin LTE multimode modem solutionsthin-modem operations as these are seen as an important part of the breakup of the joint venture with STMicroelectronics in 2013. Since the integration, the modems market developed in a direction that reduced the addressable market for thin modems. In addition, there is strong competition, price erosion and an accelerating pace of technology innovation. Success in this evolved market requires significant R&D investments. In 2014, Ericsson visionannounced the discontinuation of 50 billion connected devicesfurther development of modems and the shift of approximately 500 R&D resources to Networks to pursue growth opportunities in the Networked Society.radio business.

Operating income was SEK –2.0 billion. The ambition is to be among the top three suppliers in the thin-modem market.

In 2013, all ST-Ericsson businesses have been transferred to parents or divested. In 2012, Ericsson made a provisiondiscontinuation of SEK 3.3 billion, related to the ongoing implementation of strategic options at hand.

Ericsson now has a highly focused thin-modem operation with industry-leading technology and intellectual property. A new segment was established as of October 1, 2013, and the modems business is now consolidated into Ericsson. For 2013, segment Modems generated an operating losswill lead to a significant reduction in costs. Good progress has been made in 2014, and activities are ahead of SEK –0.5 billion, primarily related to R&D expenses.plan. End-of-life agreements have been signed with existing customers.

1)The figures in this section are IFRS figures. However, commentary is based on non-IFRS figures, unless stated otherwise.

See Financial results of operations on page 35 for the reconciliation of non-IFRS figures.

Ericsson Annual Report on Form 20-F 2014

BUSINESS RESULTS—REGIONSBusiness results—Regions

 

North America: NetworksSales declined, driven by lower network sales declined in 2013, with a strong first half while the second half was weaker as a result of the two large mobile broadbandnetwork coverage projects that peaked in the first half of the year. While executingcoming to an end, and increased operator focus on the large rollout projects in the US, Ericsson has also strengthened its professional services position and capabilities. Global Services accounted for more than 50% of the region’s salescash flow in the second half of the year. Sales in Support Solutions and Professional Services continued to grow, driven by OSS and BSS modernization.

 

Latin America: LTE deployments ramped up after a slow start,Sales increased, driven by mobile broadband coverage projects and together with 3G network quality investments, drove sales growth for 2013. However, macroeconomic development mostly in Brazil and Mexico continued to slow down during the year.partly offset by currency restrictions.

 

Northern Europe and Central Asia: Sales growth was mainlyincreased, driven primarily by mobile broadband deployments in Russia with sales of SEK 6.7 (5.6) billion. Professional Services sales grew, driven by Networks sales in Russia. Operators continued to show high interest in OSSnetwork design and BSS.optimization services. TV & Media business showed positive development.

 

Western and Central Europe: The European modernization projects came to an end in 2014. Sales growth was increasingly driven by investments in network modernization projects in several countriesquality and also by a high activity level in managed services.capacity during the year.

Ericsson Annual Report on Form 20-F 2013

 

Mediterranean: Sales in 2013 grew, driven by 3G deployments in Northwest Africa anddecreased as the European modernization projects.projects came to an end, while managed services contributed positively to sales.

 

Middle East: Sales grew in 2013,growth was driven by increasedmobile broadband investments related to new licenses and growth in mobile broadband.data traffic in both advanced and developing markets.

 

Sub-Saharan Africa: Sales came from 2G and 3G deployment and managed services, although the deployment pace slowed downdeclined but recovered in the latter partsecond half of the year. Long-term industry fundamentals remain positive as mobile broadbandyear, mainly driven by operator focus on network traffic and smartphone penetration is still at low levels.quality management. This resulted in a continued demand for managed services.

 

India: Sales were negatively impactedgrowth was driven by poor macroeconomic environment and delaysmobile broadband infrastructure investments. Increased smartphone penetration drove growth in regulatory legislation. Global Services grew largely due to an increase in Managed Services.mobile data usage.

 

North East Asia: Sales declinedincreased in 2013. Japanmainland China and Taiwan as a result of delivering on previously awarded 4G / LTE contracts. The increase was negatively impactedpartly offset by currencyreduced network investment levels in Korea and reduced activity. GSM in China structurally declined whilst LTE deployments commenced towards the end of the year. In Japan, KDDI has selected Ericsson as one of the prime vendors to deploy its LTE system and evolved packet core network.Japan.

 

South East Asia and Oceania: Sales grewremained flat in 2013 with2014. Growth in major roll-out projects in Australia compensated for a decline in Indonesia where major 3G deploymentsprojects peaked in Thailand and LTE deployments in Singapore and Australia. In Indonesia major capacity projects were finalized. Smartphone penetration continues to increase from a low level.2013.

 

Other:Sales increased, positively impacted by the Samsung agreement but negatively impacted by the divestment of IPX in 2012 and thedeclined somewhat due to exit of the telecom and power cable business. Sales of broadcastbusinesses in 2013 and lower IPR revenues. Broadcast services cables, power modules and other businesses are also includedgrew, driven by the acquired Red Bee Media business that was fully consolidated in “Other.”2014.

Sales per region and segment 20132014 and percent change from 20122013

 

  Networks Global Services Support Solutions       Networks Global Services Support Solutions Total 

SEK billion

  2013 Percent
change
 2013 Percent
change
 2013 Percent
change
 Total
2013
 Percent
change
   2014 Change 2014 Change 2014 Change 2014 Change 

North America

   28.5    –7  28.2    20  2.6    –5  59.3    5   26.1    –9  25.0    –12  3.5    34  54.5    –8

Latin America

   11.3    16  9.5    –10  1.1    –30  22.0    0   10.7    –5  10.8    14  1.0    –10  22.6    3

Northern Europe and Central Asia

   7.2    14  4.2    –8  0.3    –46  11.6    2   8.0    10  4.1    –1  0.3    10  12.4    6

Western and Central Europe

   7.6    24  10.3    –3  0.6    –14  18.5    6   8.1    6  11.0    8  0.6    1  19.7    7

Mediterranean

   10.8    14  12.6    –3  0.7    –6  24.2    4   9.6    –11  12.6    0  0.8    12  23.0    –5

Middle East

   8.5    26  7.6    4  1.3    –9  17.4    12   11.6    36  8.5    12  1.2    –11  21.3    22

Sub-Saharan Africa

   5.0    –22  4.1    6  0.9    –9  10.0    –11   3.9    –21  4.3    3  0.6    –39  8.7    –13

India

   3.1    –13  2.7    11  0.3    –32  6.1    –5   4.1    32  3.1    15  0.5    55  7.7    25

North East Asia

   16.7    –26  10.4    –22  0.4    –30  27.4    –24   18.0    8  8.9    –14  0.7    82  27.6    1

South East Asia and Oceania

   8.9    12  6.4    –3  0.5    1  15.8    5   8.4    –6  7.0    10  0.5    –4  15.9    0

Other1)

   10.1    28  1.4    17  3.5    10  15.0    22   9.1    –10  2.3    61  3.1    –12  14.7 2)   –2
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total

   117.7    0  97.4    0  12.2    –9  227.4    0   117.5    0  97.7    0  12.7    3  228.0    0
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Share of total

   52   43   5   100    51   43   6   100 
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

1)Region “Other” includes licensing revenues, sales of cables, broadcast services, power modules, mobile broadband modules, Ericsson-LG Enterprise and other businesses. The acquired Technicolor Broadcast Service Division is reported in region “Other.” Multimedia brokering (IPX) was part of region “Other” and divested end Q312.

The power cable business was divested in Q313.2013.

2)Total sales for Region “Other” includes SEK 0.2 billion for Modems.

Ericsson Annual Report on Form 20-F 2014

CORPORATE GOVERNANCECorporate Governance

In accordance with the Annual Accounts Act ((SFS 1995:1554), Chapter 6, Sections 6 and 8) and the Swedish Corporate Governance Code (the “Code”), a separate Corporate Governance Report, including an Internal Control section, has been prepared and attached to this Annual Report.

Continued compliance with the Swedish Corporate Governance Code

Ericsson is committed to complying with best-practice corporate governance standards on a global level wherever possible. In 2013,For 2014, Ericsson diddoes not report any deviations from the Code.

Business integrity

Ericsson’s Code of Business Ethics summarizes the Group’s basic policies and directives governing its relationships internally, with its stakeholders and with others. It also sets out

Ericsson Annual Report on Form 20-F 2013

how the Group works to secure that business activities are conducted with a strong sense of integrity. There have been no amendments to Ericsson’s Code of Business Ethics or waivers from a provision of the Code to any member of Group management.

Board of Directors

TheAt the Annual General Meeting, held on April 9, 2013, re-elected11, 2014, Leif Johansson was re-elected Chairman of the Board.Board and Roxanne S. Austin, Sir Peter L. Bonfield, Nora Denzel, Börje Ekholm, Alexander Izosimov, Ulf J. Johansson, Sverker Martin-Löf, Hans Vestberg and Jacob Wallenberg were re-elected and Nora Denzel, Kristin Skogen Lund, Hans Vestberg, Jacob Wallenberg and Pär Östberg were elected newre-elected members of the Board. Pehr Claesson, Kristina Davidsson and Karin Åberg were appointed employee representatives by the unions, with Rickard Fredriksson, Karin Lennartsson and Roger Svensson as deputies.

Management

Hans Vestberg has been President and CEO of the Group since January 1, 2010. The President and CEO is supported by the Group management, consisting of the Executive Leadership Team (ELT).

A global management system is in place to ensure that Ericsson’s business is well controlled and has the ability to fulfill the objectives of major stakeholders within established risk limits. The management system also monitors internal control and compliance with applicable laws, listing requirements and governance codes.

Remuneration

Remuneration to the members of the Board of Directors and to Group management, as well as the Guidelines for remuneration to Group Management resolved by the Annual General Meeting 2013,2014, are reported in Notes to the consolidated financial statements—Note C28, “Information regarding members of the Board of Directors, the Group management and employees”.

As of December 31, 2013, there were no loans outstanding from and no guarantees issued to or assumed by Ericsson for the benefit of any member of the Board of Directors or senior management.

The Board of Directors’ proposal for guidelines for remuneration to Group management

The Board of Directors proposes thatno material changes to the Annual General Meeting resolves on the followingcurrent guidelines for remuneration to Group management for the period up to the 20152016 Annual General Meeting. Compared to the guidelines resolved by the 2013 Annual General Meeting, a reference to the normally applicable pensionable age has been deleted.

Guidelines for remuneration to Group management

For Group management consisting of the Executive Leadership Team, including the President and CEO, total remuneration consists of fixed salary, short- and long-term variable compensation, pension and other benefits. The following guidelines apply to the remuneration of the Executive Leadership Team:

Variable compensation is in cash and stock-based programs awarded against specific business targets derived from the long-term business plan approved by the Board of Directors. Targets may include financial targets at either Group or unit level, operational targets, employee engagement targets and customer satisfaction targets.

All benefits, including pension benefits, follow the competitive practice in the home country taking total compensation into account.

By way of exception, additional arrangements can be made when deemed necessary. An additional arrangement can be renewed but each such arrangement shall be limited in time and shall not exceed a period of 36 months and twice the remuneration that the individual would have received had no additional arrangement been made.

The mutual notice period may be no more than six months. Upon termination of employment by the Company, severance pay amounting to a maximum of 18 months fixed salary is paid. Notice of termination given by the employee due to significant structural changes, or other events that in a determining manner affect the content of work or the condition for the position, is equated with notice of termination served by the Company.

Executive Performance Stock Plan

The Company has a Long-Term Variable remunerationCompensation program (LTV). It builds on a common platform butof investment in, and matching of, Ericsson shares. It consists of three separate plans: one targeting all employees, one targeting key contributors and one targeting senior managers. The program is designed to encourage long-term value creation in alignment

Ericsson Annual Report on Form 20-F 2013

with shareholders’ interests. The aim of the plan for senior managers is to attract, retain and motivate executives in a competitive market through performance-based share-related incentives and to encourage the build-up of significant equity stakes. The performance criteria for senior managers under the Executive Performance Stock Plan are revised yearly and approved by the Annual General Meeting. Performance criteria for the 20142015 Executive Performance Stock Plan will be communicated in the notice to the Annual General Meeting.

LOGO

Ericsson Annual Report on Form 20-F 2014

The targets for the 2011, 2012, 2013 and 20132014 Executive Performance Stock Plans are shown in the illustration below.on page 40. The performance criteria are:

 

Up to one-third of the award will vest if the target for compound annual growth rate of consolidated net sales is achievedachieved. For the 2014 plan, net sales for base year 2013 has been adjusted by SEK 2.1 billion for the impact of the Samsung IPR agreement.

 

Up to one-third of the award will vest if the target for compound annual growth rate of consolidated operating income, including earnings in joint ventures and restructuring, is achieved. For the 2011 plan, base year 2010 excludes restructuring charges of SEK 6.8 billion. For the 2013 plan, base year 2012 excludes a non-cash charge of SEK 8.0 billion for ST-Ericsson. For the 2014 plan, operating income for the base year 2013 has been adjusted by SEK 2.1 billion for the impact of the Samsung IPR agreement.

 

Up to one-third of the award will vest if cash conversion is at or above 70% during each of the years and vesting one-ninth of the award for each year the target is achieved.

The cash conversion target was reached in 2014, 2013 and 2012 but not reached in 2011.2012.

Before the number of performance shares to be matched are finally determined, the Board of Directors shall examine whether the performance matching is reasonable considering the Company’s financial results and position, conditions on the stock market and other circumstances, and if not, reduce the number of performance shares.

LOGO

MATERIAL CONTRACTSMaterial contracts

Material contractual obligations are outlined in Note C31, “Contractual obligations.” These were entered into in the ordinary course of business and were primarily related to operating leases for office and production facilities, purchase contracts for outsourced manufacturing, R&D and IT operations, and the purchase of components for the Company’s own manufacturing.

Ericsson is party to certain agreements, which include provisions that may take effect or be altered or invalidated by a change in control of the Company as a result of a public takeover offer. Such provisions are not unusual for certain types of agreements, such as financing agreements and certain license agreements. However, considering among other things the Company’s strong financial position, none of the agreements currently in effect would entail any material consequence to Ericsson due to a change in control of the Company.

Ericsson Annual Report on Form 20-F 2013

RISK MANAGEMENTRisk management

Risks are defined in both short-term and long-term perspective. They are categorized into industry and market risks, commercial risks, operational risks and compliance risks. Ericsson’s risk management is based on the following principles, which apply universally across all business activities and risk types:

 

Risk management is an integrated part of the Ericsson Group Management SystemSystem.

 

Each operational unit is accountable for owning and managing its risks according to policies, directives and process tools. Decisions are made or escalated according to defined delegation of authority. Financial risks are coordinated through Group Function FinanceFinance.

 

Risks are dealt with during the strategy process, annual planning and target setting, continuous monitoring through monthly and quarterly steering group meetings and during operational processes (customer projects, customer bid/contract, acquisition, investment and product development projects). They are subject to various controls such as decision tollgates and approvals.

At least twice a year, in connection with the approval of strategy and targets, risks are reviewed by the Board of Directors.

A central security unit coordinates management of certain risks, such as business interruption, information security and physical security. The Crisis Management Council deals with events of a serious nature.

For information on risks that could impact the fulfillment of targets and form the basis for mitigating activities, see the other sections of the Board of Directors’ report, Notes C2, “Critical accounting estimates and judgments,” C14, “Trade receivables and customer finance,” C19, “Interest-bearing liabilities,” C20, “Financial risk management and financial instruments” and the chapter Risk factors.

SOURCING AND SUPPLYSourcing and supply

Ericsson’s hardware largely consists of electronics. For manufacturing, the Company purchases customized and standardized components and services from several global providers as well as from local and regional suppliers. Certain types of components, such as power modules, are produced in-house.

The production of electronic modules and sub-assemblies is mostly outsourced to manufacturing services companies, of which the vast majority are in low-cost countries. ProductionFinal configuration of radio base stationsproducts is largely done in-house and on-demand. This consists of assembling and testing modules and integrating them into

Ericsson Annual Report on Form 20-F 2014

complete units. Final assembly and testing are concentrated to a few sites. Ericsson has 1412 manufacturing sites in Brazil, China, Estonia, India, Italy, Mexico and Sweden.

A number of suppliers design and manufacture highly specialized and customized components. The Company generally attempts to negotiatenegotiates global supply agreements with its primary suppliers. Ericsson’s suppliers are required to comply with the requirements of Ericsson’s Code of Conduct.

Where possible,In general, Ericsson relies onhas alternative supply sources and seeks to avoid single source supply situations. A need to switch to an alternative supplier may require allocation of additional resources. This process could take some time to complete.

Variations in market prices for raw materials generally have a limited effect on total cost of goods sold. For more information, see the chapter Risk factors.

SUSTAINABILITY AND CORPORATE RESPONSIBILITYSustainability and Corporate Responsibility

The Company has implementeda strong focus on social, environmental and ethical standards supporting value creationresponsible business standards. This supports Ericsson’s ambition to be a relevant and risk management. This commitment generatesresponsible driver of positive businesschange. The Company aims to create positive impacts which in turn benefits society.and minimize risks.

Ericsson’s approach to Sustainability and Corporate Responsibility (CR) is integrated into its core business operations throughout its value chain.chain and performance is regularly measured and assessed. The Board of Directors considers these aspects in governance decision-making.is apprised of Sustainability and CR issues twice per year, or as needed on an ad hoc basis. Group policies and directives are implemented to ensure consistency across global operations. Ericsson publishes an annual Sustainability and Corporate Responsibility Report, which provides additional information.

Responsible business practices

Since 2000, Ericsson has supported the UN Global Compact, and endorses its ten principles regarding human rights and labor standards, anti-corruption and environmental protection.

In 2013,Since 2012, Ericsson has reported its Communication on Progress at the Global Compact Advanced

Ericsson Annual Report on Form 20-F 2013

level. The Ericsson Group Management System (EGMS) includes a Code of Business Ethics, a Code of Conduct and a Sustainability Policy which reflect responsible business practices. These practices are reinforced by employee awareness training, workshops and monitoring, including a global assessment plan run by an external assurance provider.

The Code of Conduct was updated in 2014 to include stronger human rights language in accordance with the UN Guiding Principles on Business and Human Rights as well as stronger labor standards.

Ericsson has adopted an anti-corruption program which focuses on prevention but also accountability. The program is reviewed and evaluated by the Audit Committee of the Board of Directors annually. The program continues to evolve andIn 2014, a new version of the Company’santi-corruption e-learning regarding anti-corruption was launched during the year. Approximately 85,000 employees have completed the training.for suppliers.

Human rights

The Code of Business Ethics reflects the Company’s ongoing commitment to respect human rights, and the UNrights. Ericsson has actively worked to integrate United Nations Guiding Principles on Business and Human Rights. Ericsson has worked actively to strengthenRights into its internal governance processes and has aframework since 2011. A Sales Compliance Board which considers potentialevaluates risk to human rights impacts in its decisions. The human rights risk tools used by the Sales Compliance Board include external global risk indices.with respect to four criteria: country, customer, product and purpose. Ericsson joined the Shift Business Learning Program in 2012 to further strengthen its framework on Human Rights across the Company whichRights. The learning included conducting a Human Rights Impact AssessmentAssessments in Myanmar and ongoing in Iran, in accordance with the UN Guiding Principles.

Responsible sourcing

All suppliers must comply with the requirements of Ericsson’s Code of Conduct. Approximately 190The Company has 197 employees, covering all regions, who are trained as Code of Conduct auditors. The Company uses a risk-based approach to ensure that the high risk portfolio areas, and highest risk markets, are targeted first. For prioritized areas, Ericsson performs regular audits and works with suppliers to ensure measurable and continuous improvements. Findings are followed up to ensure that improvements are made.

Ericsson addresses the issue of conflict minerals, including compliance with the US Dodd-Frank Act and the disclosure rule adopted by the U.S. Securities and Exchange Commission (SEC) through measures in its sourcing and product management processes.

Ericsson has The Company also actively engagedworks with its suppliers on this issue and suppliers within scope have been queried on the smelters in their supply chain. Ericsson’s supply chain is complex and both Ericsson and its suppliers are often many tiers away from the smelters.

Ericsson also participatesengages in industry initiatives such as the Conflict-Free Sourcing Initiative (CFSI), driven by the Global e-Sustainability Initiative (GeSI), and the Electronic Industry Citizenship Coalition (EICC).

 

LOGO

LOGOLOGO

Reducing environmental impact

EnergyContinuously improving sustainability performance is fundamental to Ericsson’s strategy and a priority remains improving the life-cycle carbon footprint. The Company works to reduce negative environmental impacts while delivering solutions that enable a low-carbon economy. As energy use of products in operation remains the Company’s most significant environmental impact.impact, Ericsson works proactively with its customersmobile operators to encourage network and site energy optimization, through innovative products, software,

Ericsson Annual Report on Form 20-F 2014

solutions and advisory services. Processes and controls are in place to ensure compliance with relevant product-related environmental, customer and regulatory requirements.

The Company works actively to reduce its environmental impact, with a focus on An important aspect of Ericsson’s Design for Environment which includes product energy efficiencyis materials management and materials management. Continuously improving sustainability performance is fundamentalefficiency.

In 2014, Ericsson strengthened its focus on providing solutions to Ericsson’s strategy –help other sectors of the economy, primarily utilities and transport, to offset carbon emissions. In line with this focus area, Ericsson set a priority remains improving the life-cycle carbon footprint. Last year, Ericsson reported that it reached its five-year target for 2015; to reduce societal carbon footprint intensityemissions by 40% one year aheada factor of schedule. Ericsson continues2 in relation to report on this performance for the final year. The target comprises two focus areas:carbon emissions from Ericsson’s own activities in 2014, by implementing ICT-enabled solutions, such as smart meters and the life-cycle impacts of products in operation. Results for the five-year target: A 56% reduction in direct emission intensity from own activities, including business travel, product transportation and facilities’ energy use. A 47% reduction in indirect emission intensity from life-cycle impacts of products in operation.smart transport solutions.

Ericsson sethas a new long-term objective for its own operations in 2012, which is to maintain absolute CO2e emissions from Ericsson’sits own activities for business travel, product transportation and facilities energy use in 2017 at the same level as in 2011. To achieve this long-term objective, the Company aims to reduce CO2e emissions per employee by 30% over five years. The Company achieved a 10% reduction of CO2e emissions per employee in 2013.2014.

LOGO

LOGO

Ericsson Ecology Management is a program to take responsibility for products at the end of their life and to treat them in an environmentally preferable way. The program also ensures that

Ericsson Annual Report on Form 20-F 2013

Ericsson fulfills its producer responsibility and is offered to all customers globally free of charge, not only in markets where it is required by law.

When taking back the Company’s products, more than 98% of the materials is recycled.

Occupational health and safety

Providing a safe and healthy workplace is of fundamental importance to Ericsson. The ambition is zero fatalities and the long-term objective is based on continuous improvements in order to reduce the number and severity of Occupational Health and Safety (OHS) incidents. The OHS system helps to protect Ericsson’s employees and others engaged in company business.

Certain operations undergo internal audits as well as regular third-party assurance audits according to the OHSAS 18001 standard. Ericsson has taken a comprehensive approach by not only reporting its own fatalities but also addressing partners and suppliers working with high-risk activities. This includes providing requirements and controls but also guidance and training. Competence and awareness is key to reducing major incidents and must be based on trust and transparency, in which reporting of incidents is encouraged. Key performance indicators are published in the Sustainability and Corporate Responsibility report.

A program “Zero Incidents in High-Risk Environments” was established 2014 to reduce severe incidents internally and in the supply chain by further enhancing sub-contractor management, assessment criteria, inspections and consequence management. Occupational health and safety was significantly strengthened and prioritized by integrating it into the Sustainability and Corporate responsibility organization.

Radio waves and health

Ericsson employs rigid product testing and installation procedures with the goal of ensuring that radio wave exposure levels from products and network solutions are below established safety limits. The Company also provides public information on radio waves and health, and supports independent research to further increase knowledge in this area. Since 1996, Ericsson has co-sponsored over 100 studies related to electromagnetic fields and health, primarily through the Mobile Manufacturers Forum.

To assure scientific independence, firewalls were in place between the industrial sponsors and the researchers conducting these studies. Independent expert groups and public health authorities, including the World Health Organization, have reviewed the total amount of research and have consistently concluded that the balance of evidence does not demonstrate any health effects associated with radio wave exposure from either mobile phones or radio base stations.

Reporting according to GRI 3.0

Ericsson publishes an annual Sustainability and Corporate Responsibility report and full key performance data is made available on the Ericsson website according to the Global Reporting Initiative (GRI). The performance data is assured by a third party.

LOGO

LEGAL PROCEEDINGSLegal proceedings

In November 2012,On January 12, 2015, Apple filed a lawsuit asking the United States District Court for the Northern District of California to find that it does not infringe a small subset of Ericsson’s patents. On January 14, 2015, following Apple’s legal action, Ericsson filed a complaint in the United States District Court for the Eastern District of Texas requesting a ruling on Ericsson’s proposed global licensing fees with Apple. During the past two years of negotiations, the companies have not been able to reach an agreement on licensing of Ericsson’s patents that enable Apple’s mobile devices to connect with the world and power many of their applications. Ericsson filed the suit in order to receive an independent assessment on whether Ericsson’s global licensing offer complies with Ericsson’s FRAND commitment.

The global license agreement for mobile technology between Ericsson and Apple has expired and Apple has declined to take a new license on offered FRAND terms.

Ericsson Annual Report on Form 20-F 2014

On February 26, 2015, Ericsson filed two patent infringement lawsuitscomplaints with the International Trade Commission (ITC) and seven complaints in the USUnited States District Court for the Eastern District of Texas against Samsung. Ericsson sought damagesApple, asserting 41 patents covering many aspects of Apple’s iPhones and an injunction. Ericsson also asked the Court to adjudge that Samsung breached its commitment to license any standard-essentialiPads. The patents it owns on fair, reasonable, and non-discriminatory terms and to declare Samsung’s allegedlyinclude standard essential patents related to be unenforceable. In March 2013, Samsung filed its answersthe 2G and counterclaims in the Ericsson suits in Texas, USA.

In November 2012, Ericsson also filed a complaint with the US International Trade Commission (ITC), seeking an exclusion order blocking Samsung from import of certain products into the USA.

In December 2012, Samsung filed a complaint with the ITC seeking an exclusion order blocking Ericsson from import of certain products into the USA.

On January 27, 2014, Ericsson announced that an agreement had been signed with Samsung on global patent licenses between the two companies. The cross-license agreement covers patents relating to GSM, UMTS, and 4G/LTE standards for both networks and handsets.

The agreement ends the complaints made by both companies against each other before ITC as well as other patents that are critical to non-standardized features and functionality of Apple devices. Ericsson seeks exclusion orders in the lawsuits beforeITC proceedings and damages and injunctions in the U.S. District Court for the Eastern District of Texas.actions.

On January 10,In 2013, Adaptix Inc. (“Adaptix”) filed two lawsuits against Ericsson, AT&T, AT&T Mobility and MetroPCS Communications in the US District Court for Eastern District of Texas alleging that certain Ericsson products infringe five US patents purportedly assigned to Adaptix. The trial is currently anticipated to take place in May 2015 and Adaptix seeks damages and an injunction.

On January 18, 2013,May 20, 2014, Adaptix filed athree more patent infringement lawsuits against Ericsson in the same court regarding three US patents, all of which are also included in the 2013 lawsuit. One of the 2014 lawsuits accuses Ericsson’s LTE products and Sprint’s use thereof of infringement, one accuses Ericsson’s LTE products and Verizon’s use thereof of infringement, and one accuses Ericsson’s LTE products and T-Mobile’s use thereof of infringement.

In January 2015, Adaptix filed one more lawsuit in the same court alleging that Ericsson’s LTE products, and Sprint and Verizon’s use thereof, infringe one U.S. patent.

In addition to its complaint filed in 2013 with the Tokyo District Court, Adaptix filed another lawsuit in Japan in September 2014 alleging certain Ericssonthat Ericsson’s LTE products infringe twoanother Japanese patents assigned to Adaptix.patent. In the lawsuits in Japan, Adaptix seeksis also seeking damages and an injunction.

On January 25, 2013, Adaptix filed a complaint with the US International Trade Commission (ITC) requesting that the commission open a patent infringement investigation into certain Ericsson products. In December 2013, this complaint was dismissed by the ITC based on Adaptix’s withdrawal of the complaint.

In 2013, Ericsson filed a patent infringement lawsuit in the Delhi High Court against Indian handset company Micromax, seeking damages and an injunction. Ericsson alleged that Micromax products, compliant with the 2G/3G standard, infringe eight of Ericsson’s Indian patents. As part of its defence,defense, Micromax has filed a complaint towith the Competition Commission of India (CCI) and the CCI has decided to refer the case to the Director General’s Office for an in-depth investigation.

In January 2014, the CCI opened another investigation against Ericsson based on claims made by Intex Technologies (India) Limited. Ericsson has made numerous attempts to sign a license agreement with both Micromax and Intex on Fair, Reasonable and Non-discriminatory (FRAND) terms.

In 2012, Wi-LAN Inc., a USCanadian patent licensing company, filed a complaint against Ericsson in the US District Court for the Southern District of Southern Florida alleging that Ericsson’s LTE products infringe three of Wi-LAN’s US patents. Ericsson was sued in 2010 by Wi-LAN in another patent infringement lawsuit in the US District Court for the Eastern District of Texas. Wi-LAN alleged that Ericsson products, compliant with the 3GPP standard, infringe three US patents assigned to Wi-LAN.

In June 2013, Ericsson’s motion for summary judgment was granted and in August 2014, the decision was reversed by the United States Court of Appeals for the Federal Circuit. As a District Court Judge inresult, the case is back before the Florida case granted Ericsson’s requestcourt. Trial is currently scheduled for a Summary

Ericsson Annual Report on Form 20-F 2013

Judgment and dismissed Wi-LAN’s claims against Ericsson. Wi-LAN has appealed this decision. In July 2013, a jury in Tyler, Texas, found in Ericsson’s favor in the Texas case. Wi-LAN may appeal the final decision by the Court.

In 2012, Airvana Networks Solutions Inc. sued Ericsson in the Supreme Court of the State of New York, alleging that Ericsson had violated key contract terms and misappropriated Airvana trade secrets and proprietary information. Ericsson announced on September 6, 2013 that it has acquired Airvana Network Solutions’ EVDO business. The lawsuit filed by Airvana against Ericsson has now been dismissed.May 2015.

In 2011, TruePosition sued Ericsson, Qualcomm, Alcatel-Lucent, the European Telecommunications Standards Institute (ETSI) and the Third Generation Partnership Project (3GPP) in the US District Court for the Eastern District of Pennsylvania for purported federal antitrust violations. The complaint alleged that Ericsson, Qualcomm and Alcatel-Lucent illegally conspired to block the adoption of TruePosition’s proprietary technology into the new mobile positioning standards for LTE, while at the same time ensuring that their own technology was included into the new standards. The case is proceeding to discovery.

In 2007, H3G S.p.A, (H3G) filed arbitral proceedings in Italy against Ericsson. H3G claimed compensation fromJuly 2014, Ericsson for alleged breachand TruePosition reached an amicable settlement. As part of contract. In June 2013, the parties settled the dispute. The settlement, Ericsson did not have a material impactpay TruePosition any money to settle the case and TruePosition withdrew its allegations of wrongdoing against Ericsson.

Ericsson Annual Report on Ericsson’s business, operating results or liquidity.Form 20-F 2014

In addition to the proceedings discussed above, Ericsson companies are, and in the future may be, involved in various other lawsuits, claims and proceedings incidental to the ordinary course of business.

PARENT COMPANYParent Company

The Parent Company business consists mainly of corporate management, holding company functions and internal banking activities. It also handles customer credit management, performed on a commission basis by Ericsson Credit AB.

The Parent Company has 5 (6)(5) branch offices. In total, the Group has 81 (71)(81) branch and representative offices.

Financial information

Income after financial items was SEK 7.2 (–4.9)25.6 (7.2) billion. The Parent Company had no sales in 20132014 or 20122013 to subsidiaries, while 30% (34%54% (30%) of total purchases of goods and services were from such companies.

Major changes in the Parent Company’s financial position for the year included:

 

In 2012, a provision of SEK 3.3 billion was recognized, which provides for Ericsson’s share of obligations for the wind-down of ST-Ericsson. In 2013 and 2014, SEK 2.12.6 billion has been utilized or reversed, which resulted in a net liability of SEK 1.2 billion0.7 billion.

 

DecreasedIncreased current and non-current receivables from subsidiaries of SEK 7.1 billion9.6 billion.

 

Decreased other current receivables of SEK 2.0 billion0.2 billion.

 

IncreasedDecreased cash, cash equivalents and short-term investments of SEK 1.1 billion3.5 billion.

 

Decreased current and non-current liabilities to subsidiaries of SEK 5.2 billion3.8 billion.

 

DecreasedIncreased other current liabilities of SEK 0.93.0 billion.

At year-end, cash, cash equivalents and short-term investments amounted to SEK 58.5 (57.4)55.0 (58.5) billion.

Share information

As of December 31, 2013,2014, the total number of shares in issue was 3,305,051,735, of which 261,755,983 were Class A shares, each carrying one vote, and 3,043,295,752 were Class B shares, each carrying one tenth of one vote. Both classes of shares have the same rights of participation in the net assets and earnings.

The two largest shareholders at year-end were Investor AB and AB Industrivärden holding 21.50% and 15.21%15.20% respectively of the voting rights in the Parent Company.

In accordance with the conditions of the Long-Term Variable RemunerationCompensation Program (LTV) for Ericsson employees, 10,829,91710,517,620 treasury shares were sold or distributed to employees in 2013.2014. The quotient value of these shares was SEK 5.00, totaling SEK 54.152.6 million, representing less than 1% of capital stock, and compensation received for shares sold and distributed shares amounted to SEK 116.6129.2 million.

The holding of treasury stock at December 31, 20132014 was 73,968,17863,450,558 Class B shares.

The quotient value of these shares is SEK 5.00, totaling SEK 369.8317.3 million, representing 2.2%1.9% of capital stock, and the purchase price amounts to SEK 571.6490.3 million.

Proposed disposition of earnings

The Board of Directors proposes that a dividend of SEK 3.0 (2.75)3.40 (3.00) per share be paid to shareholders duly registered on the record date April 16, 2014,2015, and that the Parent Company shall retain the remaining part of non-restricted equity.

The Class B treasury shares held by the Parent Company are not entitled to receive dividend. Assuming that no treasury shares remain on the record date, the Board of Directors proposes that earnings be distributed as follows:

 

Amount to be paid to the shareholders

   SEK 9,915,155,20511,237,175,899  

Amount to be retained by the Parent Company

   SEK 13,882,835,598

26,633,889,879
  

Total non-restricted equity of the Parent Company

   SEK 23,797,990,80337,871,065,778

 

Ericsson Annual Report on Form 20-F 2013

As a basis for its dividend proposal, the Board of Directors has made an assessment in accordance with Chapter 18, Section 4 of the Swedish Companies Act of the Parent Company’s and the Group’s need for financial resources as well as the Parent Company’s and the Group’s liquidity, financial position in other respects and long-term ability to meet their commitments. The Group reports an equity ratio of 53% (50%49.5% (53%) and a net cash amount of SEK 37.8 (38.5)27.6 (37.8) billion.

The Board of Directors has also considered the Parent Company’s result and financial position and the Group’s position in general. In this respect, the Board of Directors has taken into account known commitments that may have an impact on the financial positions of the Parent Company and its subsidiaries.

The proposed dividend does not limit the Group’s ability to make investments or raise funds, and it is the Board of Directors’ assessment that the proposed dividend is well-balanced considering the nature, scope and risks of the business activities as well as he capital requirements for the Parent Company and the Group in addition to coming years’ business plans and economic development.

BOARD ASSURANCESubsequent events

Effective January 15, 2015 Johan Wibergh left his previous position as Executive Vice President and Head of Segment Networks, to take on a role outside of Ericsson. Wibergh joined Ericsson in 1996 and has since held a number of executive positions within the company. Since 2008, Wibergh has also been part of Ericsson’s Executive Leadership Team.

Ericsson Annual Report on Form 20-F 2014

Although stepping down from his position immediately, Johan Wibergh will remain available to Ericsson until April 30, 2015 when he formally leaves the company. Effective January 15, 2015, Hans Vestberg will, in addition to his role as President and CEO, assume the role as Head of Segment Networks.

Rockstar Consortium LLC (Rockstar) is a company that was formed in 2011 by Apple, Blackberry, Ericsson, Microsoft, and Sony to purchase approximately 4,000 patent assets out of the original about 6,000 from the Nortel bankruptcy estate. On December 23, 2014, it was agreed among the owners of Rockstar and RPX Corporation (RPXC) that RPX should purchase the remaining patents of Rockstar. The transaction occurred in 2015 and the impact on income will not be material in 2015.

Board assurance

The Board of Directors and the President declare that the consolidated financial statements have been prepared in accordance with IFRS, as issued by the IASB and adopted by the EU, and give a fair view of the Group’s financial position and results of operations. The financial statements of the Parent Company have been prepared in accordance with generally accepted accounting principles in Sweden and give a fair view of the Parent Company’s financial position and results of operations.

The Board of Directors’ Report for the Ericsson Group and the Parent Company provides a fair view of the development of the Group’s and the Parent Company’s operations, financial position and results of operations and describes material risks and uncertainties facing the Parent Company and the companies included in the Group.

Ericsson Annual Report on Form 20-F 20132014

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders of Telefonaktiebolaget LM Ericsson (publ)

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, comprehensive income, shareholderschanges in equity and cash flows present fairly, in all material respects, the financial position of Telefonaktiebolaget LM Ericsson and its subsidiaries at December 31, 20132014 and 2012,2013, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2013,2014, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board and in conformity with International Financial Reporting Standards as adopted by the European Union. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013,2014, based on criteria established in Internal Control—Integrated Framework (1992)(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in “Management’s Report on Internal Control over Financial Reporting”. Our responsibility is to express opinions on these financial statements and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our auditaudits in accordance with the standards of the Public Company Accounting Oversight Board (United States) and International Standards on Auditing. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Stockholm, April 8, 2014March 31, 2015

 

By: /s/ PricewaterhouseCoopers
Name: PricewaterhouseCoopers AB

Ericsson Annual Report on Form 20-F 20132014

 

CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED INCOME STATEMENTConsolidated income statement

 

January–December, SEK million

  Notes   2013 2012 2011  Notes   2014 2013 2012 

Net sales

   C3, C4     227,376    227,779    226,921    C3, C4     227,983    227,376    227,779  

Cost of sales

     –151,005    –155,699    –147,200      –145,556    –151,005    –155,699  
    

 

  

 

  

 

    

 

  

 

  

 

 

Gross income

     76,371    72,080    79,721      82,427    76,371    72,080  

Gross margin (%)

     33.6  31.6  35.1    36.2  33.6  31.6

Research and development expenses

     –32,236    –32,833    –32,638      –36,308    –32,236    –32,833  

Selling and administrative expenses

     –26,273    –26,023    –26,683      –27,100    –26,273    –26,023  
    

 

  

 

  

 

    

 

  

 

  

 

 

Operating expenses

     –58,509    –58,856    –59,321      –63,408    –58,509    –58,856  

Other operating income and expenses

   C6     113    8,9651)   1,278    C6     –2,156    113    8,965 1) 
    

 

  

 

  

 

    

 

  

 

  

 

 

Operating income before shares in earnings of joint ventures and associated companies

     17,975    22,189    21,678      16,863    17,975    22,189  

Operating margin before shares in earnings of joint ventures and associated companies (%)

     7.9  9.7  9.6    7.4  7.9  9.7

Share in earnings of joint ventures and associated companies

   C3, C12     –130    –11,731    –3,778    C3, C12     –56    –130    –11,731  
    

 

  

 

  

 

    

 

  

 

  

 

 

Operating income

     17,845    10,458    17,900    C3     16,807    17,845    10,458  

Financial income

   C7     1,346    1,708    2,882    C7     1,277    1,346    1,708  

Financial expenses

   C7     –2,093    –1,984    –2,661    C7     –2,273    –2,093    –1,984  
    

 

  

 

  

 

    

 

  

 

  

 

 

Income after financial items

     17,098    10,182    18,121      15,811    17,098    10,182  

Taxes

   C8     –4,924    –4,244    –5,552    C8     –4,668    –4,924    –4,244  
    

 

  

 

  

 

    

 

  

 

  

 

 

Net income

     12,174    5,938    12,569      11,143    12,174    5,938  
    

 

  

 

  

 

 

Net income attributable to:

           

Stockholders of the Parent Company

     12,005    5,775    12,194      11,568    12,005    5,775  

Non-controlling interest

     169    163    375      –425    169    163  

Other information

           

Average number of shares, basic (million)

   C9     3,226    3,216    3,206    C9     3,237    3,226    3,216  

Earnings per share attributable to stockholders of the Parent Company, basic (SEK)2)

   C9     3.72    1.80    3.80    C9     3.57    3.72    1.80  

Earnings per share attributable to stockholders of the Parent Company, diluted (SEK)2)

   C9     3.69    1.78    3.77    C9     3.54    3.69    1.78  
    

 

  

 

  

 

    

 

  

 

  

 

 

 

1)Includes gain on sale of Sony Ericsson of SEK 7.7 billion.
2)Based on Net income attributable to stockholders of the Parent Company.

Ericsson Annual Report on Form 20-F 20132014

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOMEConsolidated statement of comprehensive income

 

January–December, SEK million

  2013   2012   2011   2014   2013   2012 

Net income

   12,174     5,938     12,569     11,143     12,174     5,938  

Other comprehensive income

            

Items that will not be reclassified to profit or loss

            

Remeasurements of defined benefits pension plans including asset ceiling

   3,214     –451     –6,963     –10,017     3,214     –451  

Tax on items that will not be reclassified to profit or loss

   –1,235     –59     1,810     2,218     –1,235     –59  

Items that may be reclassified to profit or loss

            

Cash flow hedges

            

Gains/losses arising during the period

   251     1,668     996     —       251     1,668  

Reclassification adjustments for gains/losses included in profit or loss

   –1,072     –568     –2,028     —       –1,072     –568  

Adjustments for amounts transferred to initial carrying amount of hedged items

   —       92     —       —       —       92  

Revaluation of other investments in shares and participations

            

Fair value remeasurement

   71     6     —       47     71     6  

Changes in cumulative translation adjustments

   –1,687     –3,947     –964     8,734     –1,687     –3,947  

Share of other comprehensive income of joint ventures and associated companies

   –14     –486     –262     579     –14     –486  

Tax on items that may be reclassified to profit or loss

   179     –363     348     5     179     –363  
  

 

   

 

   

 

   

 

   

 

   

 

 

Total other comprehensive income, net of tax

   –293     –4,108     –7,063     1,566     –293     –4,108  
  

 

   

 

   

 

   

 

   

 

   

 

 

Total comprehensive income

   11,881     1,830     5,506     12,709     11,881     1,830  
  

 

   

 

   

 

 

Total comprehensive income attributable to:

            

Stockholders of the Parent Company

   11,712     1,716     5,081     12,981     11,712     1,716  

Non-controlling interests

   169     114     425     –272     169     114  
  

 

   

 

   

 

   

 

   

 

   

 

 

Ericsson Annual Report on Form 20-F 20132014

 

CONSOLIDATED BALANCE SHEETConsolidated balance sheet

 

December 31, SEK million

  Notes   2013   2012   Notes   2014   2013 

Assets

            

Non-current assets

            

Intangible assets

   C10         C10, C26      

Capitalized development expenses

     3,348     3,840       3,570     3,348  

Goodwill

     31,544     30,404       38,330     31,544  

Intellectual property rights, brands and other intangible assets

     12,815     15,202       12,534     12,815  

Property, plant and equipment

   C11, C26, C27     11,433     11,493     C11, C26, C27     13,341     11,433  

Financial assets

            

Equity in joint ventures and associated companies

   C12     2,568     2,842     C12     2,793     2,568  

Other investments in shares and participations

   C12     505     386     C12     591     505  

Customer finance, non-current

   C12     1,294     1,290     C12     1,932     1,294  

Other financial assets, non-current

   C12     5,684     3,964     C12     5,900     5,684  

Deferred tax assets

   C8     9,103     12,321     C8     12,778     9,103  
    

 

   

 

     

 

   

 

 
     78,294     81,742       91,769     78,294  

Current assets

            

Inventories

   C13     22,759     28,802     C13     28,175     22,759  

Trade receivables

   C14     71,013     63,660     C14     77,893     71,013  

Customer finance, current

   C14     2,094     4,019     C14     2,289     2,094  

Other current receivables

   C15     17,941     20,065     C15     21,273     17,941  

Short-term investments

   C20     34,994     32,026     C20     31,171     34,994  

Cash and cash equivalents

   C25     42,095     44,682     C25     40,988     42,095  
    

 

   

 

     

 

   

 

 
     190,896     193,254       201,789     190,896  
    

 

   

 

 

Total assets

     269,190     274,996       293,558     269,190  
    

 

   

 

     

 

   

 

 

Equity and liabilities

            

Equity

            

Stockholders’ equity

   C16     140,204     136,883     C16     144,306     140,204  

Non-controlling interest in equity of subsidiaries

     1,419     1,600       1,003     1,419  
    

 

   

 

     

 

   

 

 
     141,623     138,483       145,309     141,623  

Non-current liabilities

            

Post-employment benefits1)

   C17     9,825     9,503  

Post-employment benefits

   C17     20,385     9,825  

Provisions, non-current

   C18     222     211     C18     202     222  

Deferred tax liabilities

   C8     2,650     3,120     C8     3,177     2,650  

Borrowings, non-current

   C19, C20     22,067     23,898     C19, C20     21,864     22,067  

Other non-current liabilities

     1,459     2,377       1,797     1,459  
    

 

   

 

     

 

   

 

 
     36,223     39,109       47,425     36,223  

Current liabilities

            

Provisions, current

   C18     5,140     8,427     C18     4,225     5,140  

Borrowings, current

   C19, C20     7,388     4,769     C19, C20     2,281     7,388  

Trade payables

   C22     20,502     23,100     C22     24,473     20,502  

Other current liabilities1)

   C21     58,314     61,108  

Other current liabilities

   C21     69,845     58,314  
    

 

   

 

     

 

   

 

 
     91,344     97,404       100,824     91,344  

Total equity and liabilities2)

     269,190     274,996  
    

 

   

 

     

 

   

 

 

Total equity and liabilities1)

     293,558     269,190  
    

 

   

 

 

 

1)As of January 1, 2013 the provision for the Swedish special payroll taxes, amounting to SEK 1.8 billion, which was previously included in Other current liabilities, has been re-classified as pension liability in line with the implementation of IAS 19R.
2)Of which interest-bearing liabilities and post-employment benefits SEK 39,280 (38,170)44,530 (39,280) million.

Ericsson Annual Report on Form 20-F 20132014

 

CONSOLIDATED STATEMENT OF CASH FLOWSConsolidated statement of cash flows

 

January–December, SEK million

  Notes   2013   2012 2011   Notes   2014   2013   2012 

Operating activities

               

Net income

     12,174     5,938    12,569       11,143     12,174     5,938  

Adjustments to reconcile net income to cash

   C25     9,828     13,077    12,613     C25     11,200     9,828     13,077  
    

 

   

 

  

 

     

 

   

 

   

 

 
     22,002     19,015    25,182       22,343     22,002     19,015  

Changes in operating net assets

               

Inventories

     4,868     2,752    –3,243       –2,924     4,868     2,752  

Customer finance, current and non-current

     1,809     –1,259    74       –710     1,809     –1,259  

Trade receivables

     –8,504     –1,103    –1,700       1,182     –8,504     –1,103  

Trade payables

     –2,158     –1,311    –1,648       1,265     –2,158     –1,311  

Provisions and post-employment benefits

     –3,298     –1,920    –5,695       –859     –3,298     –1,920  

Other operating assets and liabilities, net

     2,670     5,857    –2,988       –1,595     2,670     5,857  
    

 

   

 

  

 

     

 

   

 

   

 

 
     –4,613     3,016    –15,200       –3,641     –4,613     3,016  
    

 

   

 

   

 

 

Cash flow from operating activities

     17,389     22,031    9,982       18,702     17,389     22,031  
    

 

   

 

  

 

 

Investing activities

               

Investments in property, plant and equipment

   C11     –4,503     –5,429    –4,994     C11     –5,322     –4,503     –5,429  

Sales of property, plant and equipment

     378     568    386       522     378     568  

Acquisitions of subsidiaries and other operations

   C25, C26     –3,147     –11,5291)   –3,181     C25, C26     –4,442     –3,147     –11,5291) 

Divestments of subsidiaries and other operations

   C25, C26     465     9,452    53     C25, C26     48     465     9,452  

Product development

   C10     –915     –1,641    –1,515     C10     –1,523     –915     –1,641  

Other investing activities

     –1,330     1,540    –900       –3,392     –1,330     1,540  

Short-term investments

     –2,057     2,151    14,692       6,596     –2,057     2,151  
    

 

   

 

  

 

     

 

   

 

   

 

 

Cash flow from investing activities

     –11,109     –4,888    4,541       –7,513     –11,109     –4,888  
    

 

   

 

  

 

     

 

   

 

   

 

 

Cash flow before financing activities

     6,280     17,143    14,523       11,189     6,280     17,143  

Financing activities

               

Proceeds from issuance of borrowings

     5,956     8,969    2,076       1,282     5,956     8,969  

Repayment of borrowings

     –5,094     –9,670    –1,259       –9,384     –5,094     –9,670  

Proceeds from stock issue

     —       159    —         —       —       159  

Sale/repurchase of own shares

     90     –93    92       —       90     –93  

Dividends paid

     –9,153     –8,632    –7,455       –9,846     –9,153     –8,632  

Other financing activities

     –1,307     –118    52       –277     –1,307     –118  
    

 

   

 

  

 

     

 

   

 

   

 

 

Cash flow from financing activities

     –9,508     –9,385    –6,494       –18,225     –9,508     –9,385  

Effect of exchange rate changes on cash

     5,929     641     –1,752  
    

 

   

 

  

 

     

 

   

 

   

 

 

Effect of exchange rate changes on cash

     641     –1,752    –217  

Net change in cash

     –2,587     6,006    7,812       –1,107     –2,587     6,006  
    

 

   

 

  

 

 

Cash and cash equivalents, beginning of period

     44,682     38,676    30,864       42,095     44,682     38,676  
    

 

   

 

  

 

     

 

   

 

   

 

 

Cash and cash equivalents, end of period

   C25     42,095     44,682    38,676     C25     40,988     42,095     44,682  
    

 

   

 

  

 

     

 

   

 

   

 

 

 

1)Includes payment of external loan of SEK -6.2–6.2 billion attributable to the acquisition of Telcordia.

Ericsson Annual Report on Form 20-F 20132014

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITYConsolidated statement of changes in equity

Equity and Other comprehensive income 20132014

 

SEK million

  Capital
stock
   Additional
paid in
capital
   Retained
earnings
 Stock-
holders’
equity
 Non-
controlling
interest
   Total
equity
   Capital
stock
   Additional
paid in
capital
   Retained
earnings
   Stock-
holders’

equity
 Non-
controlling
interest
   Total
equity
 

January 1, 2013

   16,526     24,731     95,626    136,883    1,600     138,483  

January 1, 2014

   16,526     24,731     98,947     140,204    1,419     141,623  

Net income

                     

Group

   —       —       12,135    12,135    169     12,304     —       —       11,624     11,624    –425     11,199  

Joint ventures and associated companies

   —       —       –130    –130    —       –130     —       —       –56     –56    —       –56  
  

 

   

 

   

 

  

 

  

 

   

 

   

 

   

 

   

 

   

 

  

 

   

 

 

Other comprehensive income

                     

Items that will not be reclassified to profit or loss

                     

Remeasurements related to post-employment benefits

                     

Group

   —       —       3,214    3,214    —       3,214     —       —       –10,014     –10,014    –3     –10,017  

Tax on items that will not be reclassified to profit or loss

   —       —       –1,235    –1,235    —       –1,235     —       —       2,218     2,218    —       2,218  

Items that may be reclassified to profit or loss

                     

Cash flow hedges

                     

Gains/losses arising during the year

                     

Group

   —       —       251    251    —       251     —       —       —       —      —       —    

Reclassification adjustments for gains/losses included in profit or loss

   —       —       –1,0721)   –1,072    —       –1,072     —       —       —       —      —       —    

Revaluation of other investments in shares and participations

                     

Group

   —       —       71    71    —       71     —       —       47     47    —       47  

Changes in cumulative translation adjustments

                     

Group

   —       —       –1,6872)   –1,687    0     –1,687     —       —       8,578     8,5781)   156     8,734  

Joint ventures and associated companies

   —       —       –14    –14    —       –14     —       —       579     579    —       579  

Tax on items that may be reclassified to profit or loss3)

   —       —       179    179    —       179  

Tax on items that may be reclassified to profit or loss2)

   —       —       5     5    —       5  
  

 

   

 

   

 

  

 

  

 

   

 

   

 

   

 

   

 

   

 

  

 

   

 

 

Total other comprehensive income, net of tax

   —       —       –293    –293    —       –293     —       —       1,413     1,413    153     1566  
  

 

   

 

   

 

  

 

  

 

   

 

   

 

   

 

   

 

   

 

  

 

   

 

 

Total comprehensive income

   —       —       11,712    11,712    169     11,881     —       —       12,981     12,981    –272     12,709  
  

 

   

 

   

 

  

 

  

 

   

 

 

Transactions with owners

                     

Stock issue

   —       —       —      —      —       —       —       —       —       —      —       —    

Sale/repurchase of own shares

   —       —       90    90    —       90     —       —       106     106    —       106  

Stock purchase plans

                     

Group

   —       —       388    388    —       388     —       —       717     717    —       717  

Joint ventures and associated companies

   —       —       —      —      —       —       —       —       —       —      —       —    

Dividends paid

   —       —       –8,863    –8,8634)   –290     –9,153     —       —       –9,702     –9,7023)   –144     –9,846  

Transactions with non-controlling interest

   —       —       –6    –6    –60     –66     —       —       —       —      —       —    
  

 

   

 

   

 

  

 

  

 

   

 

   

 

   

 

   

 

   

 

  

 

   

 

 

December 31, 2013

   16,526     24,731     98,947    140,204    1,419     141,623  

December 31, 2014

   16,526     24,731     103,049     144,306    1,003     145,309  
  

 

   

 

   

 

  

 

  

 

   

 

   

 

   

 

   

 

   

 

  

 

   

 

 

 

1)SEK –754 million is recognized in Net sales, SEK –495 million is recognized in Cost of sales, SEK 177 million is recognized in R&D expenses.
2)Changes in cumulative translation adjustments include changes regarding revaluation of goodwill in local currency of SEK 4,794 million (SEK –204 million (SEK –1,400in 2013 and SEK 1,400 million in 2012 and SEK 46 million in 2011), gain/loss from hedging activities of foreign entities, SEK 0 million (SEK 0 million in 2012 and SEK 9 million in 2011)2012), and realized gain/losses net from sold/liquidated companies, SEK 3 million (SEK –20 million (SEKin 2013 and SEK –461 million in 2012 and SEK 192 million in 2011)2012).
3)2)For further disclosures, see Note C8, “Taxes.”
4)3)Dividends paid per share amounted to SEK 3.00 (SEK 2.75 (SEKin 2013 and SEK 2.50 in 2012 and SEK 2.25 in 2011)2012).

Ericsson Annual Report on Form 20-F 2014

Equity and Other comprehensive income 2013

SEK million

  Capital
stock
   Additional
paid in
capital
   Retained
earnings
   Stock-
holders’

equity
   Non-
controlling
interest
   Total
equity
 

January 1, 2013

   16,526     24,731     95,626     136,883     1,600     138,483  

Net income

            

Group

   —       —       12,135     12,135     169     12,304  

Joint ventures and associated companies

   —       —       –130     –130     —       –130  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Other comprehensive income

            

Items that will not be reclassified to profit or loss

            

Remeasurements related to post-employment benefits

            

Group

   —       —       3,214     3,214     —       3,214  

Tax on items that will not be reclassified to profit or loss

   —       —       –1,235     –1,235     —       –1,235  

Items that may be reclassified to profit or loss

            

Cash flow hedges

            

Gains/losses arising during the year

            

Group

   —       —       251     251     —       251  

Reclassification adjustments for gains/losses included in profit or loss

   —       —       –1,072     –1,072     —       –1,072  

Revaluation of other investments in shares and participations

            

Group

   —       —       71     71     —       71  

Changes in cumulative translation adjustments

            

Group

   —       —       –1,687     –1,687     0     –1,687  

Joint ventures and associated companies

   —       —       –14     –14     —       –14  

Tax on items that may be reclassified to profit or loss

   —       —       179     179     —       179  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total other comprehensive income, net of tax

   —       —       –293     –293     —       –293  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total comprehensive income

   —       —       11,712     11,712     169     11,881  

Transactions with owners

            

Stock issue

   —       —       —       —       —       —    

Sale/repurchase of own shares

   —       —       90     90     —       90  

Stock purchase plans

            

Group

   —       —       388     388     —       388  

Joint ventures and associated companies

   —       —       —       —       —       —    

Dividends paid

   —       —       –8,863     –8,863     –290     –9,153  

Transactions with non-controlling interest

   —       —       –6     –6     –60     –66  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

December 31, 2013

   16,526     24,731     98,947     140,204     1,419     141,623  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ericsson Annual Report on Form 20-F 2014

 

Equity and Other comprehensive income 2012

 

SEK million

  Capital
stock
   Additional
paid in
capital
   Retained
earnings
   Stock-
holders’
equity
   Non-
controlling
interest
   Total
equity
   Capital
stock
   Additional
paid in
capital
   Retained
earnings
   Stock-
holders’
equity
   Non-
controlling
interest
   Total
equity
 

January 1, 2012

   16,367     24,731     102,007     143,105     2,165     145,270     16,367     24,731     102,007     143,105     2,165     145,270  

Net income

                        

Group

   —       —       17,411     17,411     163     17,574     —       —       17,411     17,411     163     17,574  

Joint ventures and associated companies

   —       —       –11,636     –11,636     —       –11,636     —       —       –11,636     –11,636     —       –11,636  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Other comprehensive income

                        

Items that will not be reclassified to profit or loss

                        

Remeasurements related to post-employment benefits

                        

Group

   —       —       –451     –451     —       –451     —       —       –451     –451     —       –451  

Joint ventures and associated companies

   —       —       50     50     —       50     —       —       50     50     —       50  

Tax on items that will not be reclassified to profit or loss

   —       —       –59     –59     —       –59     —       —       –59     –59     —       –59  

Items that may be reclassified to profit or loss

                        

Cash flow hedges

                        

Gains/losses arising during the year

                        

Group

   —       —       1,668     1,668     —       1,668     —       —       1,668     1,668     —       1,668  

Joint ventures and associated companies

   —       —       –25     –25     —       –25     —       —       –25     –25     —       –25  

Reclassification adjustments for gains/losses included in profit or loss

   —       —       –568     –568     —       –568     —       —       –568     –568     —       –568  

Adjustments for amounts transferred to initial carrying amount of hedged items

   —       —       92     92     —       92  

Adjustment for amounts transferred to initial carrying amount of hedged items

   —       —       92     92     —       92  

Revaluation of other investments in shares and participations

                        

Group

   —       —       6     6     —       6     —       —       6     6     —       6  

Changes in cumulative translation adjustments

                        

Group

   —       —       –3,898     –3,898     –49     –3,947     —       —       –3,898     –3,898     –49     –3,947  

Joint ventures and associated companies

   —       —       –511     –511     —       –511     —       —       –511     –511     —       –511  

Tax on items that may be reclassified to profit or loss

   —       —       –363     –363     —       –363     —       —       –363     –363     —       –363  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total other comprehensive income, net of tax

   —       —       –4,059     –4,059     –49     –4,108     —       —       –4,059     –4,059     –49     –4,108  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total comprehensive income

   —       —       1,716     1,716     114     1,830     —       —       1,716     1,716     114     1,830  
  

 

   

 

   

 

   

 

   

 

   

 

 

Transactions with owners

                        

Stock issue

   159     —       —       159     —       159     159     —       —       159     —       159  

Sale/repurchase of own shares

   —       —       –93     –93     —       –93     —       —       –93     –93     —       –93  

Stock purchase plans

                        

Group

   —       —       405     405     —       405     —       —       405     405     —       405  

Joint ventures and associated companies

   —       —       —       —       —       —       —       —       —       —       —       —    

Dividends paid

   —       —       –8,033     –8,033     –599     –8,632     —       —       –8,033     –8,033     –599     –8,632  

Transactions with non-controlling interest

   —       —       –376     –376     –80     –456     —       —       –376     –376     –80     –456  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

December 31, 2012

   16,526     24,731     95,626     136,883     1,600     138,483     16,526     24,731     95,626     136,883     1,600     138,483  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Ericsson Annual Report on Form 20-F 2013

Equity and Other comprehensive income 2011

SEK million

  Capital
stock
   Additional
paid in
capital
   Retained
earnings
   Stock-
holders’
equity
   Non-
controlling
interest
   Total
equity
 

January 1, 2011

   16,367     24,731     104,008     145,106     1,679     146,785  

Net income

            

Group

   —       —       15,727     15,727     375     16,102  

Joint ventures and associated companies

   —       —       –3,533     –3,533     —       –3,533  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Other comprehensive income

            

Items that will not be reclassified to profit or loss

            

Remeasurements related to post-employment benefits

            

Group

   —       —       –6,963     –6,963     —       –6,963  

Joint ventures and associated companies

   —       —       –212     –212     —       –212  

Tax on items that will not be reclassified to profit or loss

   —       —       1,810     1,810     —       1,810  

Items that may be reclassified to profit or loss

            

Cash flow hedges

            

Gains/losses arising during the year

            

Group

   —       —       996     996     —       996  

Joint ventures and associated companies

   —       —       11     11     —       11  

Reclassification adjustments for gains/losses included in profit or loss

   —       —       –2,028     –2,028     —       –2,028  

Changes in cumulative translation adjustments

            

Group

   —       —       –1,014     –1,014     50     –964  

Joint ventures and associated companies

   —       —       –61     –61     —       –61  

Tax on items that may be reclassified to profit or loss

   —       —       348     348     —       348  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total other comprehensive income, net of tax

   —       —       –7,113     –7,113     50     –7,063  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total comprehensive income

   —       —       5,081     5,081     425     5,506  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Transactions with owners

            

Sale of own shares

   —       —       92     92     —       92  

Stock purchase plans

            

Group

   —       —       413     413     —       413  

Joint ventures and associated companies

   —       —       —       —       —       —    

Dividends paid

   —       —       –7,207     –7,207     –248     –7,455  

Transactions with non-controlling interest

   —       —       –380     –380     309     –71  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

December 31, 2011

   16,367     24,731     102,007     143,105     2,165     145,270  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ericsson Annual Report on Form 20-F 20132014

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

C1    SIGNIFICANT ACCOUNTING POLICIESSignificant accounting policies

Introduction

The consolidated financial statements comprise Telefonaktiebolaget LM Ericsson, the Parent Company, and its subsidiaries (“the Company”) and the Company’s interests in joint ventures and associated companies. The Parent Company is domiciled in Sweden at Torshamnsgatan 21, SE-164 83 Stockholm.

The consolidated financial statements for the year ended December 31, 20132014 have been prepared in accordance with International Financial Reporting Standards (IFRS) as endorsed by the EU and RFR 1 “Additional rules for Group Accounting,” related interpretations issued by the Swedish Financial Reporting Board (Rådet för finansiell rapportering), and the Swedish Annual Accounts Act. For the financial reporting of 2013,2014, the Company has applied IFRS as issued by the IASB (IFRS effective as ofper December 31, 2013) and with early application in relation to the amendment to IAS 36, “Impairment of assets” on recoverable amount disclosures.2014). There is no difference between IFRS effective as ofper December 31, 2013,2014, and IFRS as endorsed by the EU, nor is RFR 1 related interpretations issued by the Swedish Financial Reporting Board (Rådet för Finansiell Rapportering) or the Swedish Annual Accounts Act in conflict with IFRS, for all periods presented.

The financial statements were approved by the Board of Directors on March 5, 2014.February 20, 2015. The balance sheets and income statements are subject to approval by the Annual General Meeting of shareholders.

New standards, amendments of standards and interpretations, effective as from January 1, 20132014 are as follows:

 

Amendment to IAS 1,32, “Financial statement presentation regarding Other comprehensive income”.instruments: Presentation,” on asset and liability offsetting. The main change resulting from thisThis amendment is a requirementrelated to the application of guidance in IAS 32, ‘Financial instruments: Presentation,’ and clarifies some of the requirements for entities to group items presented in “other comprehensive income” (OCI)offsetting financial assets and financial liabilities on the basis of whether or not they are potentially recycled to profit or loss (reclassification adjustments).balance sheet.

 

Amendment to IAS 19, “Employee benefits” eliminates the corridor approach and calculates finance costs on a net funding basis. The Company implemented the immediate and full recognition of actuarial gains/losses in “Other comprehensive income” (OCI) in 2006, meaning that the corridor method has not been applied by the Company as from that date and therefore the transition to the revised IAS 19 has not had an effect on the present obligation and equity except for the reclassification described below. The main issue to address is the implementation of the net interest cost/income, which integrates the interest cost and expected interest income on assets to be based on a common discount rate. The impact for fiscal year 2012 in relation to this amendment would have been an increase in pension costs for 2012 of SEK 0.4 billion if it had been restated.

The Company has addressed the taxes to be incorporated into the defined benefit obligation. The Swedish special payroll taxes have been reclassified from “Other current liabilities” to “Post-employment benefits” with an amount of SEK 1.8 billion as of January 1, 2013. The amendment also includes additional disclosure requirements on yearly financial and demographic assumptions, sensitivity analysis, duration and multi-employer plans.

Amendment to IFRS 7, “Financial instruments: Disclosures’ on asset and liability offsetting.IFRIC 21, “Levies. This amendment requires disclosure of gross amounts related to financial instruments for which offset has been made.

IFRS 10, “Consolidated financial statements.” The objective of IFRS 10 is to establish principles for the presentation and preparation of consolidated financial statements when an entity controls one or more other entities to present consolidated financial statements. It defines the principle of control, and establishes control as the basis for consolidation. It sets out how to apply the principle of control to identify whether an investor controls an investee and therefore must consolidate the investee. An entity controls an investee if the entity has power over the investee, has the ability to use the power and is exposed to variable returns. It also sets out the accounting requirements for an obligation to pay a levy that is not income tax. The interpretation addresses what the preparation of consolidated financial statements.

IFRS 11, “Joint arrangements” focuses on the rights and obligations of the arrangement rather than its legal form. There are two types of joint arrangement: joint operations and joint ventures. Proportional consolidation of joint ventures is no longer allowed. The Company did not apply the proportionate consolidation method prior to 2013.

IFRS 12, “Disclosures of interests in other entities” includes the disclosure requirements for all forms of interests in other entities, including joint arrangements, associates, structured entities and other off-balance-sheet vehicles as well as non-controlling interests in the subsidiaries of the Company. The conclusion from the Company’s adoption analysis of IFRS 12obligating event is that as of December 31, 2013 the Company experienced no material impact as a result of this new standard that would require separate disclosures of non-controlling interests or associated companies or joint ventures as of this date. An exception to this relatesgives rise to the Company’s ownership in the associated company Rockstar Inc.

IFRS 13, “Fair value measurement” does not extend the use of fair value accounting but provides guidance on how itneed to pay a levy and when a liability should be applied where its use is already required or permitted by other standards within IFRS. This standard has also added disclosure requirements to IAS 34, Interim Financial Reporting, regarding the disclosure for financial instruments.

IAS 27 (revised 2011), “Separate financial statements” includes the provisions on separate financial statements that remain after the control provisions of IAS 27 have been included in the new IFRS 10.

IAS 28 (revised 2011), “Associates and joint ventures” includes the requirements for joint ventures, as well as associates, to be equity accounted following the issue of IFRS 11.

Amendment to IAS 36, “Impairment of assets” on recoverable amount disclosures. This amendment addresses the disclosure of information about the recoverable amount of impaired assets if that amount is based on fair value less costs of disposal.recognized.

None of the new or amended standards and interpretations have had any significant impact on the financial result or position nor on the disclosure of the Company.

For information on “New standards and interpretations not yet adopted,” refer to the end of this Note.

Ericsson Annual Report on Form 20-F 2013

Change of hedge accounting

Due to cost efficiency reasons the Company has changed the hedge accounting.

The Company hedges highly probable forecast transactions related to sales and purchases with the purpose to limit the impact related to currency fluctuations on these forecasted transactions. This will not be changed.

The Company has, however, decided to discontinue hedge accounting for this type of hedges. Until 2012 the Company applied cash flow hedge accounting for highly probable forecast transactions. Revaluation of these hedges (incepted prior to January 1, 2013) has, prior to release, been reported under “Other comprehensive income” and is at release recycled to Sales, Cost of sales and R&D expenses respectively.

As from 2013, revaluation of new hedges (inception as from January 1, 2013) is reported under “Other operating income and expenses” in the Income statement.

Basis of presentation

The financial statements are presented in millions of Swedish Krona (SEK). They are prepared on a historical cost basis, except for certain financial assets and liabilities that are stated at fair value: derivative financial instruments, financial instruments held for trading, financial instruments classified as available-for-sale and plan assets related to defined benefit pension plans. Financial information in the consolidated income statement, the consolidated statement of comprehensive income, the consolidated statement of cash flows and the consolidated statement of changes in equity with related notes are presented with two comparison years while for the consolidated balance sheet financial information with related notes is presented with only one comparison year.

Basis of consolidation and composition of the group

The consolidated financial statements are prepared in accordance with the purchase method. Accordingly, consolidated stockholders’ equity includes equity in subsidiaries, joint ventures and associated companies earned only after their acquisition.

As from January 1, 2013, subsidiariesSubsidiaries are all companies for which Telefonaktiebolaget LM Ericsson, directly or indirectly, is the parent. To be classedclassified as a parent, Telefonaktiebolaget LM Ericsson, directly or indirectly, must control another company which requires that the Parent Company has power over that other company, is exposed to variable returns from its involvement and has the ability to use its power over that other company. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that such control ceases.

Before 2013, subsidiaries were all companies in which Telefonaktiebolaget LM Ericsson, directly or indirectly, had an ownership interest, including effective potential voting rights; companies over which the Company had the power to govern the financial and operating policies generally associated with ownership of more than one half of the voting rights; or companies over which Telefonaktiebolaget LM Ericsson, directly or indirectly, by agreement had control. The financial statements of subsidiaries were included in the consolidated financial statements from the date that control commenced until the date that control ceases. The change as from 2013 was made due to a change of IFRS, as disclosed under Introduction: see IFRS 10, “Consolidated financial statements.”

Intra-group balances and any unrealized income and expense arising from intra-group transactions are fully eliminated in preparing the consolidated financial statements. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment.

The Company is composed of a parent company, Telefonaktiebolaget LM Ericsson, with generally fully-owned subsidiaries in many countries of the world. The largest operating subsidiaries are the fully-owned telecom vendor companies Ericsson AB, incorporated in Sweden and Ericsson Inc., incorporated in the US.

Business combinations

At the acquisition of a business, the cost of the acquisition, being the purchase price, is measured as the fair value of the assets given, and liabilities incurred or assumed at the date of exchange, including any cost related to contingent consideration. Transaction costs attributable to the acquisition are expensed as incurred. The acquisition cost is allocated to acquired assets, liabilities and contingent liabilities based upon appraisals made, including assets and liabilities that were not recognized on the acquired entity’s balance sheet, for example intangible assets such as customer relations, brands, patents and financial liabilities. Goodwill arises when the purchase price exceeds the fair value of recognizable acquired net assets. In acquisitions with non-controlling interests full or partial goodwill can be recognized. Final amounts are established within one year after the transaction date at the latest.

In case there is a put option for non-controlling interest in a subsidiary a corresponding financial liability is recognized.

Non-controlling interest

The Company treats transactions with non-controlling interests as transactions with equity owners of the Company. For purchases from non-controlling interests, the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity.

When the Company ceases to have control, any retained interest in the entity is remeasured to its fair value, with the change in carrying amount recognized in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest in an associate, joint venture or financial asset. In addition, any amounts previously recognized in Other comprehensive income in respect of that entity are accounted for as if the Company had directly disposed of the related assets or liabilities. This may mean that amounts previously recognized in Other comprehensive income are reclassified to profit or loss.

At acquisition, there is a choice on an acquisition-by-acquisition basis to measure the non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net assets.

Joint ventures and associated companies

Both joint ventures and associated companies are accounted for in accordance with the equity method. Under the equity method, the investment in an associate or joint venture is initially recognized at cost and the carrying amount is increased or decreased to recognize the investor’s share of the profit or loss of the investee after the date of acquisition.

Ericsson Annual Report on Form 20-F 2014

If the Company’s interest in an associated company or joint venture is nil, the Company shall not, as prescribed by IFRS, recognize its part of any future losses. Provisions related to obligations for such an interest shall, however, be recognized in relation to such an interest.

As from January 1, 2013, JVs are classed as ownership interests under which the Company has joint control of another company, as prescribed under IFRS 11, “Joint Arrangements,” a new standard effective as from 2013: see Introduction. Prior to 2013, JVs were classed as ownership interests where a joint influence was obtained through agreement. IFRS 11 has not changed the Company’s accounting treatment of JVs.company.

Investments in associated companies, i.e., when the Company has significant influence and the power to participate in the financial and operating policy decisions of the associated company, but is not in

Ericsson Annual Report on Form 20-F 2013

control or joint control over those policies. Normally, this is the case in voting stock interest, including effective potential voting rights, which stand at at least 20% but not more than 50%.

The Company’s share of income before taxes is reported in item “Share in earnings of joint ventures and associated companies”,companies,” included in Operating Income. This reflects the fact that these interests are held for operating rather than investing or financial purposes. Ericsson’s share of income taxes related to joint ventures and associated companies is reported under the line item Taxes“Taxes,” in the income statement.

Unrealized gains on transactions between the Company and its associated companies and joint ventures are eliminated to the extent of the Company’s interest in these entities. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Shares in earnings of joint ventures and associated companies included in consolidated equity which are undistributed are reported in Retained earnings in the balance sheet.

Impairment testing as well as recognition or reversal of impairment of investments in each joint venture is performed in the same manner as for intangible assets other than goodwill. The entire carrying value of each investment, including goodwill, is tested as a single asset. See also description under “Intangible assets other than goodwill” below.

If the ownership interest in an associate is reduced but significant influence is retained, only a proportionate share of the amounts previously recognized in Other comprehensive income are reclassified to profit or loss where appropriate.

In Note C2, “Critical Accounting Estimates and Judgments,” further disclosure is presented in relation to (i) key sources of estimation uncertainty and (ii) the decision made in relation to accounting policies applied.

Foreign currency remeasurement and translation

Items included in the financial statements of each entity of the Company are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). The consolidated financial statements are presented in Swedish Krona (SEK), which is the Parent Company’s functional and presentation currency.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of each respective transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the income statement, unless deferred in Other comprehensive income under the hedge accounting practices as described below.

Changes in the fair value of monetary securities denominated in foreign currency classified as available-for-sale are analyzed between translation differences resulting from changes in the amortized cost of the security and other changes in the carrying amount of the security. Translation differences related to changes in the amortized cost are recognized in profit or loss, and other changes in the carrying amount are recognized in OCI.

Translation differences on non-monetary financial assets and liabilities are reported as part of the fair value gain or loss.

Group companies

The results and financial position of all the group entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

 

Assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet

 

Income and expenses for each income statement are translated at average exchange rates

 

All resulting net exchange differences are recognized as a separate component of OCI.

On consolidation, exchange differences arising from the translation of the net investment in foreign operations, and of borrowings and other currency instruments designated as hedges of such investments, are accounted for in OCI. When a foreign operation is partially disposed of or sold, exchange differences that were recorded in OCI are recognized in the income statement as part of the gain or loss on sale.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate.

There is no significant impact due to any currency of a hyperinflationary economy.

Statement of cash flows

The statement of cash flow is prepared in accordance with the indirect method. Cash flows in foreign subsidiaries are translated at the average exchange rate during the period. Payments for subsidiaries acquired or divested are reported as cash flow from investing activities, net of cash and cash equivalents acquired or disposed of, respectively.

Cash and cash equivalents consist of cash, bank, and short-term investments that are highly liquid monetary financial instruments with a remaining maturity of three months or less at the date of acquisition.

Revenue recognition

Background

The Company offers a comprehensive portfolio of telecommunication and data communication systems, professional services, and multimediasupport solutions. Products, both hardware and software as well as services, are in general standardized. The impact of this is that any acceptance terms are normally only formal requirements. In Note C3, “Segment information,” the Company’s products and services are disclosed in more detail as per operating segment.

The Company’s products and services are generally sold under delivery-type or multi-year recurring services contracts. The delivery type contracts often contain content from more than one segment.

Accounting treatment

Sales are based on fair values of consideration received and recorded net of value added taxes, goods returned and estimated trade discounts. Revenue is recognized when risks and rewards have been transferred to the customer, with reference to all significant contractual terms, when:

 

The product or service has been delivered

 

The revenue amount is fixed or determinable

 

The customer has received and activation has been made of separately sold software

 

Collection is reasonably assured

Estimations of contractual performance criteria impact the timing and amounts of revenue recognized and may therefore defer revenue recognition until the performance criteria are met. The profitability of contracts is periodically assessed, and provisions for any estimated losses are made immediately when losses are probable.

Allocation and/or timing criteria specific to each type of contract are:

 

Delivery-type contracts – These contracts relate to delivery, installation, integration of products and provision of related services, normally under multiple elements contracts. Under multiple elements contracts, accounting is based on that the revenue recognition criteria are applied to the separately identifiable components of the contract. Revenue, including the impact of any discount or rebate, is allocated to each element based on relative fair values. Networks, Global Services and Support Solutions have contracts that relate to this type of arrangement.

Ericsson Annual Report on Form 20-F 2013

 

Contracts for services – These relate to multi-year service contracts such as support –support- and managed service contracts and other types of recurring services. Revenue is recognized when the services have been provided, generally pro rata over the contract period. Global Services has contracts that relate to this type of arrangement.

Ericsson Annual Report on Form 20-F 2014

 

Contracts generating license fees from third parties for the use of the Company’s intellectual property rights – License fees are normally measured as a percentage of sales or currency amount per unit and recognized over the license period as the amount of the consideration becomes reasonably certain. Networks and Support Solutions have contracts that relate to this type of arrangement.

For sales between consolidated companies, associated companies, joint ventures and segments, the Company applies arm’s length pricing.

In Note C2, “Critical accounting estimates and judgments,” a further disclosure is presented in relation to (i) key sources of estimation uncertainty and (ii) the decision made in relation to accounting policies applied.

Earnings per share

Basic earnings per share are calculated by dividing net income attributable to stockholders of the Parent Company by the weighted average number of shares outstanding (total number of shares less treasury stock) during the year.

Diluted earnings per share are calculated by dividing net income attributable to stockholders of the Parent Company, when appropriateappropriately adjusted by the sum of the weighted average number of ordinary shares outstanding and dilutive potential ordinary shares. Potential ordinary shares are treated as dilutive when, and only when, their conversion to ordinary shares would decrease earnings per share.

Rights to matching shares are considered dilutive when the actual fulfillment of any performance conditions as of the reporting date would give a right to ordinary shares.

Financial assets

Financial assets are recognized when the Company becomes a party to the contractual provisions of the instrument. Regular purchases and sales of financial assets are recognized on the settlement date.

Financial assets are derecognized when the rights to receive cash flows from the investments have expired or have been transferred and the Company has transferred substantially all risks and rewards of ownership. Separate assets or liabilities are recognized if any rights and obligations are created or retained in the transfer.

The Company classifies its financial assets in the following categories: at fair value through profit or loss, loans and receivables, and available-for-sale. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition.

Financial assets are initially recognized at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. Financial assets carried at fair value through profit or loss are initially recognized at fair value, and transaction costs are expensed in the income statement.

The fair values of quoted financial investments and derivatives are based on quoted market prices or rates. If official rates or market prices are not available, fair values are calculated by discounting the expected future cash flows at prevailing interest rates. Valuations of foreign exchange options and Interest Rate Guarantees (IRG) are made by using the Black-Scholes formula. Inputs to the valuations are market prices for implied volatility, foreign exchange and interest rates.

Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss are financial assets held for trading. A financial asset is classified in this category if acquired principally for the purpose of selling or repurchasing in the near term.

Derivatives are classified as held for trading, unless they are designated as hedges. Assets in this category are classified as current assets.

Gains or losses arising from changes in the fair values of the “Financial assets at fair value through profit or loss” category (excluding derivatives) are presented in the income statement within Financial income in the period in which they arise. Derivatives are presented in the income statement either as Cost of sales, Other operating income, Financial income or Financial expense, depending on the intent with the transaction.

Loans and receivables

Receivables, including those that relate to customer financing, are subsequently measured at amortized cost using the effective interest rate method, less allowances for impairment charges. Trade receivables include amounts due from customers. The balance represents amounts billed to customers as well as amounts where risk and rewards have been transferred to the customer but the invoice has not yet been issued.

Collectability of the receivables is assessed for purposes of initial revenue recognition.

Available-for-sale financial assets

Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified in any of the other categories. They are included in non-current assets unless management intends to dispose of the investment within 12 months of the balance sheet date.

Dividends on available-for-sale equity instruments are recognized in the income statement as part of financial income when the Company’s right to receive payments is established.

Changes in the fair value of monetary securities denominated in a foreign currency and classified as available-for-sale are analyzed between translation differences resulting from changes in the amortized cost of the security and other changes in the carrying amount of the security. Translation differences on monetary securities are recognized in profit or loss; translation differences on non-monetary securities are recognized in OCI. Changes in the fair value of monetary and non-monetary securities classified as available-for-sale are recognized in OCI. When securities classified as available-for-sale are sold or impaired, the accumulated fair value adjustments previously recognized in OCI are included in the income statement.

Impairment

At each balance sheet date, the Company assesses whether there is objective evidence that a financial asset or a group of financial assets is impaired. In the case of equity securities classified as available-for-sale, a significant or prolonged decline in the fair value of the security below its cost is considered as evidence that the security is impaired. If any such evidence exists for available-for-sale financial assets, the cumulative loss – measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognized in profit or loss – is removed from OCI and recognized in the income statement. Impairment losses recognized in the income statement on equity instruments are not reversed through the income statement.

An assessment of impairment of receivables is performed when there is objective evidence that the Company will not be able to collect all amounts due according to the original terms of the receivable. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganization, and default or delinquency in payments are considered indicators that the trade receivable is impaired. The amount of the allowance is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. The carrying amount of the asset is reduced through the use of

Ericsson Annual Report on Form 20-F 2013

an allowance account, and the amount of the loss is recognized in the income statement within selling expenses. When a trade receivable is finally established as uncollectible, it is written off against the allowance account for trade receivables. Subsequent recoveries of amounts previously written off are credited to selling expenses in the income statement.

Financial liabilities

Financial liabilities are recognized when the Company becomes bound to the contractual obligations of the instrument.

Financial liabilities are derecognized when they are extinguished, i.e., when the obligation specified in the contract is discharged, cancelled or expires.

Borrowings

Borrowings are initially recognized at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in the income statement over the period of the borrowings using the effective interest method.

Ericsson Annual Report on Form 20-F 2014

Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date.

Trade payables

Trade payables are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method.

Hedge accounting

When applying hedge accounting, derivatives are initially recognized at fair value at trade date and subsequently re-measured at fair value. The method of recognizing the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and, if so, the nature of the item being hedged. The Company designates certain derivatives as either:

 

 a)Fair value hedges: a hedge of the fair value of recognized liabilities;

 

 b)Cash flow hedges: a hedge of a particular risk associated with a highly probable forecast transaction; or

c)Net investment hedges: a hedge of a net investment in a foreign operation.

At the inception of the hedge, the Company documents the relationship between hedging instruments and hedged items, as well as its risk management objectives and strategy for undertaking various hedging transactions. The Company also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of the hedged items.

The fair values of various derivative instruments used for hedging purposes are disclosed in Note C20, “Financial risk management and financial instruments.” Movements in the hedging reserve in OCI are shown in Note C16, “Equity and other comprehensive income.”

The fair value of a hedging derivative is classified as a non-current asset or liability when the remaining maturity of the hedged item is more than 12 months, and as a current asset or liability when the remaining maturity of the hedged item is less than 12 months. Trading derivatives are classified as current assets or liabilities.

As disclosed under Introduction in this note, the Company has decided to discontinue hedge accounting for certain derivatives, as for new transactions dated January 1st, 2013 or later.

Fair value hedges

The purpose of fair value hedges is to hedge the variability in the fair value of fixed-rate debt (issued bonds) from changes in the relevant benchmark yield curve for its entire term by converting fixed interest payments to a floating rate (e.g., STIBOR or LIBOR) by using interest rate swaps (IRS). The credit risk/spread is not hedged. The fixed leg of the IRS is matched against the cash flows of the hedged bond. Hereby, the fixed-rate bond/debt is converted into a floating-rate debt in accordance with the policy.

Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in the income statement, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk, when hedge accounting is applied. The Company only applies fair value hedge accounting for hedging fixed interest risk on borrowings. Both gains and losses relating to the interest rate swaps hedging fixed rate borrowings and the changes in the fair value of the hedged fixed rate borrowings attributable to interest rate risk are recognized in the income statement within Financial expenses. If the hedge no longer meets the criteria for hedge accounting, the adjustment to the carrying amount of a hedged item for which the effective interest method is used is amortized to the income statement over the remaining period to maturity.

Cash flow hedges

When applying hedge accounting, the effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognized in OCI. The gain or loss relating to an ineffective portion is recognized immediately in the income statement within Financial income or expense.

Amounts deferred in OCI are recycled in the income statement in the periods when the hedged item affects profit or loss (for example, when the forecast sale that is hedged takes place), either in Net sales or Cost of sales. When the forecast transaction that is hedged results in the recognition of a non-financial asset (for example, inventory or fixed assets), the gains and losses previously deferred in OCI are transferred from OCI and included in the initial measurement of the cost of the asset. The deferred amounts are ultimately recognized in Cost of sales in case of inventory or in Depreciation in case of fixed assets. When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss which at that time remains in OCI is recognized in the income statement when the forecast transaction is ultimately recognized. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in OCI is immediately transferred to the income statement within financial income or expense.

Net investment hedges

Hedges of net investments in foreign operations are accounted for similarly to cash flow hedges. Any gain or loss on the hedging instrument relating to the effective portion of the hedge is recognized in the cumulative translation adjustment (CTA). A gain or loss relating to an ineffective portion is recognized immediately in the income statement within Financial income or expense. Gains and losses deferred in CTA are included in the income statement when the foreign operation is partially disposed of or sold.

Financial guarantees

Financial guarantee contracts are initially recognized at fair value (i.e., usually the fee received). Subsequently, these contracts are measured at the higher of:

 

The amount determined as the best estimate of the net expenditure required to settle the obligation according to the guarantee contract.

 

The recognized contractual fee less cumulative amortization when amortized over the guarantee period, using thestraight-line-method.

 

The best estimate of the net expenditure comprising future fees and cash flows from subrogation rights.

Inventories

Inventories are measured at the lower of cost or net realizable value on a first-in, first-out (FIFO) basis.

Risks of obsolescence have been measured by estimating market value based on future customer demand and changes in technology and customer acceptance of new products.

A significant part of Inventories is Contract work in progress (CWIP). Recognition and derecognition of CWIP relates to the Company’s revenue recognition principles meaning that costs incurred under

Ericsson Annual Report on Form 20-F 2013

a customer contract are recognized as CWIP. When revenue is recognized, CWIP is derecognized and is instead recognized as Cost of sales.

In Note C2, “Critical accounting estimates and judgments,” further disclosure is presented in relation to (i) key sources of estimation uncertainty and (ii) the decision made in relation to accounting policies applied.

Intangible assets

Intangible assets other than goodwill

Intangible assets other than goodwill comprise acquired intangible assets, such as patents, customer relations, trademarks and software, as well as capitalized development expenses and separately acquired intangible assets, mainly consisting of software. At initial recognition, acquired intangible assets related to business combinations are stated at fair value and capitalized development expenses and software are stated at cost. Subsequent to initial recognition, separately acquired intangible assets, mainly software and capitalized development expenses, are stated at initially recognized amounts less accumulated amortization and any impairment. Amortization and any impairment losses are included in Research and development expenses, which mainly consists of capitalized development expenses and patents; in Selling and administrative expenses, which mainly consists of expenses relating to customer relations and brands; and in Cost of sales.

Costs incurred for development of products to be sold, leased or otherwise marketed or intended for internal use are capitalized as from when technological and economic feasibility has been established until the product is available for sale or use. Research and development expenses directly related to orders from customers are accounted for as a part of Cost of sales. Other research and development expenses are charged to income as incurred. Amortization of acquired intangible assets, such as patents, customer relations, trademarks and software, is made according to the straight-line method over their estimated useful lives, not exceeding ten years. However, if the economic benefit related to an item of intangible assets is front-end loaded the amortization method reflects this. Thus, the amortization for such an item is amortized on a digressive curve basis and the asset value decreases by higher amounts in the beginning of its useful life compared to the end.

The Company has not recognized any intangible assets with indefinite useful life other than goodwill.

Impairment tests are performed whenever there is an indication of possible impairment. However, intangible assets not yet available for use are tested annually. An impairment loss is recognized if the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. The recoverable amount is the higher of the value in use and the fair value less costs to sell. In assessing value in use, the estimated future cash flows after tax are discounted to their present value using an after-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Application of after tax amounts in calculation, both in relation to cash flows and discount rate is applied due to that available models for calculating discount rate include a tax component. The after tax discount rate applied by the Company is not materially different from a discounting based on before-tax future cash flows and before-tax discount rates, as required by IFRS.

Ericsson Annual Report on Form 20-F 2014

Corporate assets have been allocated to cash-generating units in relation to each unit’s proportion of total net sales. The amount related to corporate assets is not significant. Impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amounts and if the recoverable amount is higher than the carrying value. An impairment loss is reversed only to the extent that the asset’s carrying amount after reversal does not exceed the carrying amount, net of amortization, which would have been reported if no impairment loss had been recognized.

In Note C2, “Critical accounting estimates and judgments,” further disclosure is presented in relation to (i) key sources of estimation uncertainty and (ii) the decision made in relation to accounting policies applied.

Goodwill

As from the acquisition date, goodwill acquired in a business combination is allocated to each cash-generating unit (CGU) of the Company expected to benefit from the synergies of the combination. The Company’s four operating segments have been identified as CGUs. Goodwill is assigned to three of them: Networks, Global Services and Support Solutions.

An annual impairment test for the CGUs to which goodwill has been allocated is performed in the fourth quarter, or when there is an indication of impairment. Impairment testing as well as recognition of impairment of goodwill is performed in the same manner as for intangible assets other than goodwill: see description under “Intangible assets other than goodwill” above. An impairment loss in respect of goodwill is not reversed.

Additional disclosure is required in relation to goodwill impairment testing: see Note C2, “Critical accounting estimates and judgments” below and Note C10, “Intangible assets.”

Property, plant and equipment

Property, plant and equipment consist of real estate, machinery and other technical assets, other equipment, tools and installation and construction in process and advance payment. They are stated at cost less accumulated depreciation and any impairment losses.

Depreciation is charged to income, generally on a straight-line basis, over the estimated useful life of each component of an item of property, plant and equipment, including buildings. Estimated useful lives are, in general, 25–50 years for real estate and 3–10 years for machinery and equipment. Depreciation and any impairment charges are included in Cost of sales, Research and development or Selling and administrative expenses.

The Company recognizes in the carrying amount of an item of property, plant and equipment the cost of replacing a component and derecognizes the residual value of the replaced component.

Impairment testing as well as recognition or reversal of impairment of property, plant and equipment is performed in the same manner as for intangible assets other than goodwill: see description under “Intangible assets other than goodwill” above.

Gains and losses on disposals are determined by comparing the proceeds less cost to sell with the carrying amount and are recognized within Other operating income and expenses in the income statement.

Leasing

Leasing when the Company is the lessee

Leases on terms in which the Company assumes substantially all the risks and rewards of ownership are classified as finance leases. Upon initial recognition, the leased asset is measured at an amount equal to the lower of its fair value and the present value of the minimum lease payments. Subsequent to initial recognition, the asset is accounted for in accordance with the accounting policy applicable to that type of asset, although the depreciation period must not exceed the lease term.

Other leases are operating leases, and the leased assets under such contracts are not recognized on the balance sheet. Costs under operating leases are recognized in the income statement on a straight-line basis over the term of the lease. Lease incentives received are recognized as an integral part of the total lease expense, over the term of the lease.

Ericsson Annual Report on Form 20-F 2013

Leasing when the Company is the lessor

Leasing contracts with the Company as lessor are classified as finance leases when the majority of risks and rewards are transferred to the lessee, and otherwise as operating leases. Under a finance lease, a receivable is recognized at an amount equal to the net investment in the lease and revenue is recognized in accordance with the revenue recognition principles.

Under operating leases the equipment is recorded as property, plant and equipment and revenue as well as depreciation is recognized on a straight-line basis over the lease term.

Income taxes

Income taxes in the consolidated financial statements include both current and deferred taxes. Income taxes are reported in the income statement unless the underlying item is reported directly in equity or OCI. For those items, the related income tax is also reported directly in equity or OCI. A current tax liability or asset is recognized for the estimated taxes payable or refundable for the current year or prior years.

Deferred tax is recognized for temporary differences between the book values of assets and liabilities and their tax values and for tax loss carry-forwards. A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the deductible temporary differences and tax loss carry-forwards can be utilized. In the recognition of income taxes, the Company offsets current tax receivables against current tax liabilities and deferred tax assets against deferred tax liabilities in the balance sheet, when the Company has a legal right to offset these items and the intention to do so. Deferred tax is not recognized for the following temporary differences: goodwill not deductible for tax purposes, for the initial recognition of assets or liabilities that affect neither accounting nor taxable profit, and for differences related to investments in subsidiaries when it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred tax is measured at the tax rate that is expected to be applied to the temporary differences when they reverse, based on the tax laws that have been enacted or substantively enacted by the reporting date. An adjustment of deferred tax asset/liability balances due to a change in the tax rate is recognized in the income statement, unless it relates to a temporary difference earlier recognized directly in equity or OCI, in which case the adjustment is also recognized in equity or OCI.

The measurement of deferred tax assets involves judgment regarding the deductibility of costs not yet subject to taxation and estimates regarding sufficient future taxable income to enable utilization of unused tax losses in different tax jurisdictions. All deferred tax assets are subject to annual review of probable utilization. The largest amounts of tax loss carry-forwards relate to Sweden, which have an indefinite period of utilization.

In Note C2, “Critical accounting estimates and judgments,” further disclosure is presented in relation to (i) key sources of estimation uncertainty and (ii) the decision made in relation to accounting policies applied.

Provisions and contingent liabilities

Provisions are made when there are legal or constructive obligations as a result of past events and when it is probable that an outflow of resources will be required to settle the obligations and the amounts can be reliably estimated. When the effect of the time value of money is material, discounting is made of estimated outflows. However, the actual outflows as a result of the obligations may differ from such estimates.

The provisions are mainly related to warranty commitments, restructuring, customer projects and other obligations, such as unresolved income tax and value added tax issues, claims or obligations as a result of patent infringement and other litigations, supplier claims and customer finance guarantees.

Product warranty commitments consider probabilities of all material quality issues based on historical performance for established products and expected performance for new products, estimates of repair cost per unit, and volumes sold still under warranty up to the reporting date.

A restructuring obligation is considered to have arisen when the Company has a detailed formal plan for the restructuring (approved by management), which has been communicated in such a way that a valid expectation has been raised among those affected.

Ericsson Annual Report on Form 20-F 2014

Project-related provisions include estimated losses on onerous contracts, contractual penalties and undertakings. For losses on customer contracts, a provision equal to the total estimated loss is recorded when a loss from a contract is anticipated and possible to estimate reliably. These contract loss estimates include any probable penalties to a customer under a loss contract.

Other provisions include provisions for unresolved tax issues, litigations, supplier claims, customer finance and other provisions. The Company provides for estimated future settlements related to patent infringements based on the probable outcome of each infringement. The actual outcome or actual cost of settling an individual infringement may vary from the Company’s estimate.

The Company estimates the outcome of any potential patent infringement made known to the Company through assertion and through the Company’s own monitoring of patent-related cases in the relevant legal systems. To the extent that the Company makes the judgment that an identified potential infringement will more likely than not result in an outflow of resources, the Company records a provision based on the Company’s best estimate of the expenditure required to settle with the counterpart.

In the ordinary course of business, the Company is subject to proceedings, lawsuits and other unresolved claims, including proceedings under laws and government regulations and other matters. These matters are often resolved over a long period of time. The Company regularly assesses the likelihood of any adverse judgments in or outcomes of these matters, as well as potential ranges of possible losses. Provisions are recognized when it is probable that an obligation has arisen and the amount can be reasonably estimated based on a detailed analysis of each individual issue.

Certain present obligations are not recognized as provisions as it is not probable that an economic outflow will be required to settle the obligation or the amount of the obligation cannot be measured with sufficient reliability. Such obligations are reported as contingent liabilities. For further detailed information, see Note C24, “Contingent liabilities.” In Note C2, “Critical accounting estimates and judgments,” further disclosure is presented in relation to (i) key sources of estimation uncertainty and (ii) the decision made in relation to accounting policies applied.

Post-employment benefits

Pensions and other post-employment benefits are classified as either defined contribution plans or defined benefit plans. Under a defined contribution plan, the Company’s only obligation is to pay a fixed amount to a separate entity (a pension trust fund) with no obligation to pay further contributions if the fund does not hold sufficient assets to pay all employee benefits. The related actuarial and investment risks fall on the employee. The expenditures for defined contribution plans are recognized as expenses during the period when the employee provides service.

Under a defined benefit plan, it is the Company’s obligation to provide agreed benefits to current and former employees. The related actuarial and investment risks fall on the Company.

As from January 1, 2013, theThe present value of the defined benefit obligations for current and former employees is calculated using the Projected Unit Credit Method. The discount rate for each country is determined by reference to market yields on high-quality corporate

Ericsson Annual Report on Form 20-F 2013

bonds that have maturity dates approximating the terms of the Company’s obligations. In countries where there is no deep market in such bonds, the market yields on government bonds are used. The calculations are based upon actuarial assumptions, assessed on a quarterly basis, and are as a minimum prepared annually. Actuarial assumptions are the Company’s best estimate of the variables that determine the cost of providing the benefits. When using actuarial assumptions, it is possible that the actual results will differ from the estimated results or that the actuarial assumptions will change from one period to another. These differences are reported as actuarial gains and losses. They are, for example, caused by unexpectedly high or low rates of employee turnover, changed life expectancy, salary changes, remeasurement of plan assets and changes in the discount rate. Actuarial gains and losses are recognized in OCI in the period in which they occur. The Company’s net liability for each defined benefit plan consists of the present value of pension commitments less the fair value of plan assets and is recognized net on the balance sheet. When the result is a net benefit to the Company, the recognized asset is limited to the present value of any future refunds from the plan or reductions in future contributions to the plan.

Interest cost on the defined benefit obligation and interest income on plan assets is calculated as a net interest amount by applying the discount rate to the net defined benefit liability. All past service costs are recognized immediately. Swedish special payroll tax is accounted for as a part of the pension cost and the pension liability respectively.

Payroll taxes related to actuarial gains and losses are included in determining actuarial gains and losses, reported under OCI.

Prior to 2013, the present value of the defined benefit obligations for current and former employees was calculated using the Projected Unit Credit Method. The discount rate for each country was determined by reference to market yields on high-quality corporate bonds that have maturity dates approximating the terms of the Company’s obligations. In countries where there is no deep market in such bonds, the market yields on government bonds were used. The calculations were based upon actuarial assumptions, assessed on a quarterly basis, and were as a minimum prepared annually. Actuarial assumptions were the Company’s best estimate of the variables that determine the cost of providing the benefits. When using actuarial assumptions, it was possible that the actual results differed from the estimated results or that the actuarial assumptions changed from one period to another. These differences were reported as actuarial gains and losses. They were, for example, caused by unexpectedly high or low rates of employee turnover, changed life expectancy, salary changes, changes in the discount rate and differences between actual and expected return on plan assets. Actuarial gains and losses were recognized in OCI in the period in which they occurred. The Company’s net liability for each defined benefit plan consists of the present value of pension commitments less the fair value of plan assets and was recognized net on the balance sheet. When the result was a net benefit to the Company, the recognized asset was limited to the total of any cumulative past service cost and the present value of any future refunds from the plan or reductions in future contributions to the plan.

In Note C2, “Critical accounting estimates and judgments,” further disclosure is presented in relation to key sources of estimation uncertainty.

Share-based compensation to employees and the Board of Directors

Share-based compensation is related to remuneration to all employees, including key management personnel and the Board of Directors.

Under IFRS, a company shall recognize compensation costs for share-based compensation programs based on a measure of the value to the company of services received under the plans.

This value is based on the fair value of, for example, free shares at grant date, measured as stock price as ofper each investment date. The value at grant date is charged to the income statement as any other remuneration over the service period. For example, value at grant date is 90. Given the normal service period of three years within Ericsson, 30 would be charged per year during the service period.

The amount charged to the income statement is reversed in equity each time of the income statement charge.

The reason for this IFRS accounting principle is that compensation cost is a cost with no direct cash flow impact. The purpose of share-based accounting according to IFRS (IFRS 2) is to present the impact of share-based programs, being part of the total remuneration, in the income statement.

Compensation to employees

Stock purchase plans

For stock purchase plans, compensation costs are recognized during the vesting period, based on the fair value of the Ericsson share at the employee’s investment date. The fair value is based upon the share price at investment date, adjusted for the fact that no dividends will be received on matching shares prior to matching and other features that are non-vesting conditions. The employee pays a price equal to the share price at investment date for the investment shares. The investment date is considered as the grant date. In the balance sheet, the corresponding amounts are accounted for as equity. Vesting conditions are non-market-based and affect the number of shares that Ericsson will match. Other features of a share-based payment are non-vesting conditions. These features would need to be included in the grant date fair value for transactions with employees and others providing similar services. Non-vesting conditions would not impact the number of awards expected to vest or valuation thereof subsequent to grant date. When calculating the compensation costs for shares under performance-based matching programs, the Company at each reporting date assesses the probability that the performance targets will be met. Compensation expenses are based on estimates of the number of shares that will match at the end of the vesting period. When shares are matched, social security charges are to be paid in certain countries on the value of the employee benefit. The employee benefit is generally based on the market value of the shares at the matching date. During the vesting period, estimated amounts for such social security charges are expensed and accrued.

Compensation to the Board of Directors

During 2008, the Parent Company introduced a share-based compensation program as a part of the remuneration to the Board of Directors. The program gives non-employee Directors elected by the General Meeting of Shareholders a right to receive part of their remuneration as a future payment of an amount which corresponds to the market value of a share of class B in the Parent Company at the time of payment, as further disclosed in Note C28, “Information regarding members of the Board of Directors, the Group management and employees.” The cost for cash settlements is measured and recognized based on the estimated costs

Ericsson Annual Report on Form 20-F 2014

for the program on a pro rata basis during the service period, being one year. The estimated costs are remeasured during and at the end of the service period.

Segment reporting

An operating segment is a component of a company whose operating results are regularly reviewed by the Company’s chief operating decision maker, (CODM), to make decisions about resources to be allocated to the segment and assess its performance. WithinThe President and the Company, the Group Management TeamChief Executive Officer is defined as the CODM function.function in the Company.

The segment presentation, as per each segment, is based on the Company’s accounting policies as disclosed in this note. The arm’s length principle is applied in transactions between the segments.

Ericsson Annual Report on Form 20-F 2013

The Company’s segment disclosure about geographical areas is based on the country in which transfer of risks and rewards occur.

New standards and interpretations not yet adopted

A number of issued new standards, amendments to standards and interpretations are not yet effective for the year ended December 31, 20132014 and have not been applied in preparing these consolidated financial statements.

Below is a list of applicable standards/interpretations, applicable for the Company, that have been issued and are effective for the periods starting from January 1, 2014 if not otherwise stated. These amendments effective as from January 1, 2014 are not expected to have a significant impact on the Company’s financial result or position.described per standard.

Amendment to IAS 32, “Financial instruments: Presentation,” on asset and liability offsetting. This amendment i related to the application of guidance in IAS 32, ‘Financial instruments: Presentation,’ and clarifies some of the requirements for offsetting financial assets and financial liabilities on the balance sheet. This amendment is effective as from 1 January, 2014.

IFRIC 21, “Levies.” This sets out the accounting for an obligation to pay a levy that is not income tax. The interpretation addresses what the obligating event is that gives rise to the need to pay a levy and when a liability should be recognized.

 

IFRS 9, “Financial instruments.” The complete version of IFRS 9 isreplaces most of the first standard issued as part of a wider project to replaceguidance in IAS 39. IFRS 9 retains but simplifies the mixed measurement model and establishes twothree primary measurement categories for financial assets: amortized cost, fair value through OCI and fair value.value through P&L. The basis of classification depends on the entity’s business model and the contractual cash flow characteristics of the financial asset. Investments in equity instruments are required to be measured at fair value through profit or loss with the irrevocable option at inception to present changes in fair value in OCI. There is now a new expected credit losses model that replaces the incurred loss impairment model used in IAS 39. This amendmentstandard is expected to be effective as from January 1, January, 2015 or later.2018. The EU has not yet endorsed IFRS 9, ‘Financial instruments.’ The Company has not yet finalized the evaluation of any impact on financial result or position.

IFRS 15, “Revenue from Contracts with Customers,” Revenue is recognized when a customer obtains control of a good or service. A customer obtains control when it has the ability to direct the use of and obtain the benefits from the good or service. The core principle of IFRS 15 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This standard is effective as from January 1, 2017. The EU has not yet endorsed IFRS 15, “Revenue from Contracts with Customers.” The Company has not yet finalized the evaluation of any impact on financial result or position.

C2    CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTSCritical accounting estimates and judgments

The preparation of financial statements and application of accounting standards often involve management’s judgment and the use of estimates and assumptions deemed to be reasonable at the time they are made. However, other results may be derived with different judgments or using different assumptions or estimates, and events may occur that could require a material adjustment to the carrying amount of the asset or liability affected. Following are the most important accounting policies subject to such judgments and the key sources of estimation uncertainty that the Company believes could have the most significant impact on the reported results and financial position.

The information in this note is grouped as per:

 

Key sources of estimation uncertainty

 

Judgments management has made in the process of applying the Company’s accounting policies.

Revenue recognition

Key sources of estimation uncertainty

Examples of estimates of total contract revenue and cost that are necessary are the assessing of customer possibility to reach conditional purchase volumes triggering contractual discounts to be given to the customer, the impact on the Company revenue in relation to performance criteria and whether any loss provisions shall be made.

Judgments made in relation to accounting policies applied

Parts of the Company’s sales are generated from large and complex customer contracts. Managerial judgment is applied regarding, among other aspects, conformance with acceptance criteria and if transfer of risks and rewards to the buyer hashave taken place to determine if revenue and costs should be recognized in the current period, degree of completion and the customer credit standing to assess whether payment is likely or not to justify revenue recognition.

Trade and customer finance receivables

Key sources of estimation uncertainty

The Company monitors the financial stability of its customers and the environment in which they operate to make estimates regarding the likelihood that the individual receivables will be paid. Total allowances for estimated losses as of December 31, 2013,2014, were SEK 1.2 (1.1)1.5 (1.2) billion or 1.6% (1.5%1.8% (1.6%) of gross trade and customer finance receivables.

Credit risks for outstanding customer finance credits are regularly assessed as well, and allowances are recorded for estimated losses.

Inventory valuation

Key sources of estimation uncertainty

Inventories are valued at the lower of cost and net realizable value. Estimates are required in relation to forecasted sales volumes and inventory balances. In situations where excess inventory balances are identified, estimates of net realizable values for the excess volumes are made. Inventory allowances for estimated losses as of December 31, 2013,2014, amounted to SEK 2.5 (3.5)2.3 (2.5) billion or 10% (11%8% (10%) of gross inventory.

Deferred taxes

Key sources of estimation uncertainty

Deferred tax assets and liabilities are recognized for temporary differences and for tax loss carry-forwards. Deferred tax is recognized net of valuation allowances. The valuation of temporary differences and tax loss carry-forwards, is based on management’s estimates of future taxable profits in different tax jurisdictions against which the temporary differences and loss carry-forwards may be utilized.

Ericsson Annual Report on Form 20-F 2013

The largest amounts of tax loss carry-forwards are reported in Sweden, with an indefinite period of utilization (i.e. with no expiry date). For further detailed information, please refer to Note C8, “Taxes”.“Taxes.”

At December 31, 2013,2014, the value of deferred tax assets amounted to SEK 9.1 (12.3)12.8 (9.1) billion. The deferred tax assets related to loss carry-forwards are reported as non-current assets.

Accounting for income tax, value added tax, and other taxes

Key sources of estimation uncertainty

Accounting for these items is based upon evaluation of income-, value added- and other tax rules in all jurisdictions where we performthe Company performs activities. The total complexity of rules related to taxes and the accounting for these require management’s involvement in judgments regarding classification of transactions and in estimates of probable outcomes of claimed deductions and/or disputes.

Acquired intellectual property rights and other intangible assets, including goodwill

Key sources of estimation uncertainty

At initial recognition, future cash flows are estimated, to ensure that the initial carrying values do not exceed the expected discounted cash flows for the items of this type of assets. After initial recognition, impairment testing is performed whenever there is an indication of impairment, except in the case of goodwill for which impairment testing is performed at least

Ericsson Annual Report on Form 20-F 2014

once per year. Negative deviations in actual cash flows compared to estimated cash flows as well as new estimates that indicate lower future cash flows might result in recognition of impairment charges.

For further discussion on goodwill, see Note C1, “Significant accounting policies” and Note C10, “Intangible assets.” Estimates related to acquired intangible assets are based on similar assumptions and risks as for goodwill.

At December 31, 2013,2014, the amount of acquired intellectual property rights and other intangible assets amounted to SEK 44.4 (45.6)50.9 (44.4) billion, including goodwill of SEK 31.5 (30.4)38.3 (31.5) billion.

Judgments made in relation to accounting policies applied

At initial recognition and subsequent remeasurement, management judgments are made, both for key assumptions and regarding impairment indicators. In the purchase price allocation made for each acquisition, the purchase price shall be assigned to the identifiable assets, liabilities and contingent liabilities based on fair values for these assets. Any remaining excess value is reported as goodwill.

This allocation requires management judgment as well as the definition of cash-generating units for impairment testing purposes. Other judgments might result in significantly different results and financial position in the future.

Provisions

Warranty provisions

Key sources of estimation uncertainty

Provisions for product warranties are based on current volumes of products sold still under warranty and on historic quality rates for mature products as well as estimates and assumptions regarding future quality rates for new products and estimates of costs to remedy the various qualitative issues that might occur. Total provisions for product warranties as of December 31, 2013,2014, amounted to SEK 0.9 (1.6)0.8 (0.9) billion.

Provisions other than warranty provisions

Key sources of estimation uncertainty

Provisions, other than warranty provisions, mainly comprise amounts related to contractual obligations and penalties to customers and estimated losses on customer contracts, restructuring, risks associated with patent and other litigations, supplier or subcontractor claims and/or disputes, as well as provisions for unresolved income tax and value added tax issues. The estimates related to the amounts of provisions for penalties, claims or losses receive special attention from the management. At December 31, 2013,2014, provisions other than warranty commitments amounted to SEK 4.5 (7.0)3.6 (4.5) billion. For further detailed information, see Note C18, “Provisions.”

Judgments made in relation to accounting policies applied

Whether a present obligation is probable or not requires judgment. The nature and type of risks for these provisions differ and management’s judgment is applied regarding the nature and extent of obligations in deciding if an outflow of resources is probable or not.

Contingent liabilities

Key sources of estimation uncertainty

As disclosed under ‘Provisions other than warranty provisions’ there are uncertainties in the estimated amounts. The same type of uncertainty exists for contingent liabilities.

Judgments made in relation to accounting policies applied

As disclosed under Note C1, “Significant accounting policies” a potential obligation that is not likely to result in an economic outflow is classified as a contingent liability, with no impact on the Company’s financial statements. However, should an obligation in a later period be deemed to be probable, then a provision shall be recognized, impacting the financial statements.

Pension and other post-employment benefits

Key sources of estimation uncertainty

Accounting for the costs of defined benefit pension plans and other applicable post-employment benefits is based on actuarial valuations, relying on key estimates for discount rates, future salary increases, employee turnover rates and mortality tables. The discount rate assumptions are based on rates for high-quality fixed-income investments with durations as close as possible to the Company’s pension plans. At December 31, 2013,2014, defined benefit obligations for pensions and other post-employment benefits amounted to SEK 52.9 (52.0)73.8 (52.9) billion and fair value of plan assets to SEK 46.6 (44.6)56.9 (46.6) billion. For more information on estimates and assumptions, see Note C17, “Post-employment benefits.”

Foreign exchange risks

Key sources of estimation uncertainty

Foreign exchange risk impacts the financial results of the Company: see further disclosure in Note C20, “Financial Risk Management and Financial Instruments,” under Foreign Exchange Risk.

Ericsson Annual Report on Form 20-F 2013

C3    SEGMENT INFORMATIONSegment information

Operating segments

When determining Ericsson’s operating segments, consideration has been given to which markets and what type of customers the products and services aim to attract, as well as the distribution channels they are sold through. Commonality regarding technology, research and development has also been taken into account. To best reflect the business focus and to facilitate comparability with peers, four operating segments are reported:

 

Networks

 

Global Services

 

Support Solutions

 

Modems

Networks delivers products and solutions for mobile access, IP and transporttransmission networks, core networks and core networks.cloud. The offering includes:

 

Radio access solutions that interconnect with devices such as mobile phones, tablets and PCs. The RBS 6000 supports all major standardized mobile technologies

 

IP routing and transport solutions based on the smart services routers, (the SSR 8000 family of productsproducts), Ericsson’s evolved IP network as well as transmission/backhaul including microwave (MINI-LINK) and optical transmission solutions for mobile and fixed networks

 

Switching and IMS solutions,Core networks are based on the Ericsson Blade Server platform and include solutions such as the IMS

A cloud platform that can handle all types of workloads for core networksall clouds; telecom cloud, IT cloud and commercial cloud.

 

Operations Support Systems (OSS), supporting operators’ management of existing networks and introduction of new technologies and services.

Global Services delivers managed services, product-related services, consulting and systems integration services as well as broadcast and media services. The offering includes:

 

Managed Services: Services for designing, building, operating and managing the day-to-day operations of the customer’s network or solution; maintenance; network sharing solutions; plus shared solutions such as hosting of platforms and applications. Ericsson also offers managed services of IT environments.

 

Product-related services: Services to expand, upgrade, restructure or migrate networks; network-rollout services; customer support; network design and network optimization services.

Ericsson Annual Report on Form 20-F 2014

 

Consulting and Systems Integration: Technology and operational consulting; integration of multi-vendor equipment; design and integration of new solutions and transforming programs. Industry-specific solutions for vertical industries are also included.

 

Broadcast Services: Services include responsibility for technical platforms and operational services related to TV content management, playout and service provisioningprovisioning.

Industry and Society; All above types of a TV broadcaster’s business. Services cover live and pre-recorded, commercial andservices for industry-specific solutions, primarily in the areas of utilities, transport & public service television.safety.

Support Solutions provides enablers and applicationssoftware suites for operators. The offering includes:

 

Operations Support Systems: plan, build and optimize, service fulfillment and service assurance.

 

Business Support Systems: revenue management (prepaid, post-paid, convergent charging and billing), mediation and customer care solutions.

 

TV & Media solutions: a suite of open, standards-based solutions and products for the creation, management and delivery of evolved TV experiences on any device over any network. Includesnetwork, including a multi- screen TV platform with consumer experiencefor content creation, video content management, on-demand video delivery, advanced video compression and video-optimized delivery network infrastructure.

 

M-Commerce solutions for money transfer: payment transactions and services between mobile subscribers and operators or other service providers.

Modems performs design, development and sales of the LTE multimode thin modemmodems solutions, including 2G, 3G and 4G interoperability.

Modems was consolidated into Ericsson asin late 2013. Since the integration, the addressable market for thin modems has been reduced. In addition, there is strong competition, price erosion and an accelerating pace of October 1, 2013.

technology innovation. As a consequence, Ericsson announced, on September 18, 2014, the discontinuation of further development of modems. Modems will have no impact on Group profit and loss from the second half of 2015.

Former segments

ST-Ericsson was formed in 2009 as a joint venture between Ericsson and STMicroelectronics. EarlyIn 2013, the parents agreed to split up and close the joint venture. The company ST-Ericsson is winding downventure was closed and all business has been transferred towas either split up between parents or divested during 2013. The acquired business is now consolidated into Ericsson in the new segment Modems.divested. As of January 1, 2013, ST-Ericsson is no longer reported as a separate segment.

Ericsson acquired the LTE thin-modem operations which was consolidated in a new segment entitled “Modems.”

As of December 31, 2012 there were no remaining investments related to ST-Ericsson on the Company’s balance sheet. For more information, see Note C12, “Financial assets.”

Sony Ericsson was, up until 2012, a joint venture delivering mobile phones and accessories. In February 2012, Ericsson completed the divestment of its 50% stake in Sony Ericsson to Sony. The sale resulted in a gain of SEK 7.7 billion. Sony Ericsson was not consolidated by the Company during 2012.

Unallocated

Some revenues, costs, assets and liabilities are not identified as part of any operating segment and are therefore not allocated. Examples of such items are costs for corporate staff, IT costs and general marketing costs.

Regions

The Regions are the Company’s primary sales channel. The Company operates worldwide and reports its operations divided into eleventen georaphical regions:

 

North America

 

Latin America

 

Northern Europe & Central Asia

 

Western and Central Europe

 

Mediterranean

 

Middle East

 

Sub-Saharan Africa

 

India

 

North East Asia

 

South East Asia & Oceania

 

Other.

Region “Other” includes licensing revenues, broadcast services, power modules, mobile broadband modules, Ericsson-LG Enterprise and other businesses.

Major customers

The Company does not have any customer for which revenues from transactions have exceeded 10% of the Company’s total revenues for the years 2014, 2013 2012 or 2011.2012.

We deriveEricsson derives most of ourits sales from large, multi-year agreements with a limited number of significant customers. Out of a customer base of more than 400,500, mainly consisting of network operators, the 10 largest customers accountaccounted for 44% (46%47% (44%) of net sales. The largest customer accounted for approximately 8% (7%(8%) of sales in 2013.2014.

For more information, see Risk Factors, “Market, Technology and Business Risks.”

Ericsson Annual Report on Form 20-F 2013

Marketing channels

Marketing in a business-to-business environment is expanding, from being primarily conducted through personal meetings, to on-line forums, expert blogs and social media. Ericsson performs marketing through:

 

Customer engagement with a consultative approach

 

Selective focus on events and experience centers for customer experience and interaction

 

Continuous dialogue with customers and target audiences through social and other digital media (including virtual events)

 

Activation of the open social and digital media landscape to strengthen message reach and impact

 

Execution of solutions-driven programs, aligned globally and regionally.

Operating segments

Ericsson Annual Report on Form 20-F 2014

 

2013

  Networks  Global
Services
  Support
Solutions
  Modems   Total
Segments
  Unallocated   Group 

Segment sales

   117,699    97,443    12,234    —       227,376    —       227,376  
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

Net sales

   117,699    97,443    12,234    —       227,376    —       227,376  
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

Operating income

   11,318    6,185    1,455    –543     18,415    –570     17,845  
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

Operating margin (%)

   10  6  12  —       8  —       8

Financial income

           1,346  

Financial expenses

           –2,093  
          

 

 

 

Income after financial items

           17,098  
          

 

 

 

Taxes

           –4,924  
          

 

 

 

Net income

           12,174  
          

 

 

 

Other segment items

          

Share in earnings of joint ventures and associated companies

   –155    60    –58    —       –153    23     –130  

Amortization

   –4,237    –925    –722    –44     –5,928    —       –5,928  

Depreciation

   –3,243    –788    –135    –61     –4,227    —       –4,227  

Impairment losses

   –5    –2    0    —       –7    —       –7  

Reversals of impairment losses

   19    5    1    —       25    —       25  

Restructuring expenses

   –2,182    –1,997    –186    —       –4,365    –88     –4,453  

Gains/losses from divestments

   –621    –166    –105    —       –892    51     –841  

Revenue from the acquired Telcordia business operation is reported 50/50 between segments Global Services and Support Solutions.

Operating segments 2014

 

2012

 Networks Global
Services
 Support
Solutions
 Sony
Ericsson
 ST-
Ericsson
 Total
Segments
 Unallocated Eliminations1) Group 
  Networks Global
Services
 Support
Solutions
 Modems   Total
Segments
 Unallocated   Group 

Segment sales

  117,185    97,009    13,445    —      8,457    236,096    —      –8,457    227,639     117,487    97,659    12,655    182     227,983    0     227,983  

Inter-segment sales

  100    34    6    —      634    774    —      –634    140  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

   

 

  

 

   

 

 

Net sales

  117,285    97,043    13,451    —      9,091    236,870    —      –9,091    227,779     117,487    97,659    12,655    182     227,983    0     227,983  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Operating income

  7,057    6,226    1,150    8,0262)   –15,4473)   7,012    –267    3,713    10,458     13,544    6,067    –31    –2,025     17,555    –748     16,807  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Operating margin (%)

  6  6  9  —      –170  3  —      —      5   12  6  0  —       8  —       7

Financial income

          1,708             1,277  

Financial expenses

          –1,984             –2,273  
         

 

           

 

 

Income after financial items

          10,182             15,811  
         

 

 

Taxes

          –4,244             –4,668  
         

 

           

 

 

Net income

          5,938             11,143  
         

 

           

 

 

Other segment items

                   

Share in earnings of joint ventures and associated companies

  –59    45    –20    —      –11,7343)   –11,768    37    —      –11,731  

Share in earnings of JV and associated companies

   33    32    –52    0     13    –69     –56  

Amortization

  –3,832    –853    –809    —      –322    –5,816    —      322    –5,494     –3,497    –1,036    –902    –168     –5,603    5     –5,598  

Depreciation

  –3,035    –727    –290    —      –741    –4,793    —      741    –4,052     –3,225    –820    –124    –160     –4,329    —       –4,329  

Impairment losses

  –385    –9    –1    —      —  4)   –395    —      —      –395     –34    –1    –2    0     –37    —       –37  

Reversals of impairment losses

  39    9    4    —      —      52    —      —      52     14    4    0    1     19    —       19  

Write-down of investment

  —      —      —      —      –4,684    –4,684    —      —      –4,684  

Restructuring expenses

  –1,253    –1,930    –246    —      –624    –4,053    –18    624    –3,447     –443    –835    –146    –32     –1,456    —       –1,456  

Gains/losses from divestments

  –59    1    216    8,0262)   —      8,184    152    —      8,336           –36     –36  

Operating segments 2013

    Networks  Global
Services
  Support
Solutions
  Modems   Total
Segments
  Unallocated   Group 

Segment sales

   117,699    97,443    12,234    —       227,376    —       227,376  
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

Net sales

   117,699    97,443    12,234    —       227,376    —       227,376  

Operating income

   11,318    6,185    1,455    –543     18,415    –570     17,845  

Operating margin (%)

   10  6  12  —       8  —       8

Financial income

           1,346  

Financial expenses

           –2,093  
          

 

 

 

Income after financial items

           17,098  

Taxes

           –4,924  
          

 

 

 

Net income

           12,174  
          

 

 

 

Other segment items

          

Share in earnings of joint ventures and associated companies

   –155    60    –58    —       –153    23     –130  

Amortization

   –4,237    –925    –722    –44     –5,928    —       –5,928  

Depreciation

   –3,243    –788    –135    –61     –4,227    —       –4,227  

Impairment losses

   –5    –2    0    —       –7    —       –7  

Reversals of impairment losses

   19    5    1    —       25    —       25  

Restructuring expenses

   –2,182    –1,997    –186    —       –4,365    –88     –4,453  

Gains/losses from divestments

   –621    –166    –105    —       –892    51     –841  

Ericsson Annual Report on Form 20-F 2014

 

Revenue from the acquired Telcordia business operation is reported 50/50 betweenOperating segments Global Services and Support Solutions.2012

   Networks  Global
Services
  Support
Solutions
  Sony
Ericsson
  ST-
Ericsson
  Total
Segments
  Unallocated   Eliminations1)   Group 

Segment sales

   117,185    97,009    13,445    —      8,457    236,096    —       –8,457     227,639  

Inter-segment sales

   100    34    6    —      634    774    —       –634     140  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

   

 

 

 

Net sales

   117,285    97,043    13,451    —      9,091    236,870    —       –9,091     227,779  

Operating income

   7,057    6,226    1,150    8,0262)   –15,4473)   7,012    –267     3,713     10,458  

Operating margin (%)

   6  6  9  —      –170  3  —       —       5

Financial income

             1,708  

Financial expenses

             –1,984  
            

 

 

 

Income after financial items

             10,182  

Taxes

             –4,244  
            

 

 

 

Net income

             5,938  
            

 

 

 

Other segment items

            

Share in earnings of joint ventures and associated companies

   –59    45    –20    —      –11,7343)   –11,768    37     —       –11,731  

Amortization

   –3,832    –853    –809    —      –322    –5,816    —       322     –5,494  

Depreciation

   –3,035    –727    –290    —      –741    –4,793    —       741     –4,052  

Impairment losses

   –385    –9    –1    —      —  4)   –395    —       —       –395  

Reversals of impairment losses

   39    9    4    —      —      52    —       —       52  

Write-down of investment

   —      —      —      —      –4,684    –4,684    —       —       –4,684  

Restructuring expenses

   –1,253    –1,930    –246    —      –624    –4,053    –18     624     –3,447  

Gains/losses from divestments

   –59    1    216    8,0262)   —      8,184    152     —       8,336  

1)All segment sales are presented, but as ST-Ericsson sales are accounted for in accordance with the equity method, their sales are eliminated in the Eliminations column.
2)Includes a gain from the divestment of Sony Ericsson of SEK 7.7 billion.
3)Includes a write-down of SEK –4.7 billion of the ST-Ericsson investment, a provision of SEK –3.3 billion and the Company’s share in ST-Ericsson’s operating loss of SEK –3.7 billion.
4)Impairment losses included in Write-down of investment.

Ericsson Annual Report on Form 20-F 2013Revenue from the acquired Telcordia business operation is reported 50/50 between segments Global Services and Support Solutions.

Operating segments

2011

 Networks  Global
Services
  Support
Solutions
  Sony
Ericsson
  ST-
Ericsson
  Total
Segments
  Unallocated  Eliminations1)  Group 

Segment sales

  131,596    83,854    10,629    46,866    9,232    282,177    —      –56,098    226,079  

Inter-segment sales

  799    30    13    126    1,461    2,429    —      –1,587    842  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net sales

  132,395    83,884    10,642    46,992    10,693    284,606    —      –57,685    226,921  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Operating income

  17,295    5,544    –504    –1,854    –5,461    15,020    –501    3,381    17,900  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Operating margin (%)

  13  7  –5  –4  –51  5  —      —      8

Financial income

          2,882  

Financial expenses

          –2,661  
         

 

 

 

Income after financial items

          18,121  
         

 

 

 

Taxes

          –5,552  
         

 

 

 

Net income

          12,569  
         

 

 

 

Other segment items

         

Share in earnings of joint ventures and associated companies

  87    28    4    –1,199    –2,730    –3,810    32    —      –3,778  

Amortization

  –4,192    –481    –792    –1    –867    –6,333    —      868    –5,465  

Depreciation

  –2,783    –532    –184    –647    –823    –4,969    —      1,470    –3,499  

Impairment losses

  –50    –23    –12    —      –283    –368    —      283    –85  

Reversals of impairment losses

  12    —      1    —      —      13    —      —      13  

Restructuring expenses

  –1,600    –1,363    –143    –838    –280    –4,224    –78    1,118    –3,184  

Gains/losses from divestments

  –6    —      —      —      —      –6    164    —      158  

1)All segment sales are presented, but as Sony Ericsson and ST-Ericsson sales are accounted for in accordance with the equity method, their sales are eliminated in the Eliminations column.

Regions

 

  Net sales   Non-current assets5)   Net sales   Non-current assets5) 
  2013   2012   2011   2013   2012   2011   2014   2013   2012   2014   2013   2012 

North America3)

   59,339     56,749     48,785     13,290     15,058     6,296     54,509     59,339     56,749     16,148     13,290     15,058  

Latin America

   21,982     22,006     21,982     1,742     2,084     2,268     22,570     21,982     22,006     1,749     1,742     2,084  

Northern Europe & Central Asia1)2)

   11,618     11,345     15,225     38,522     38,335     41,008  

Northern Europe & Central Asia1)2)

   12,373     11,618     11,345     43,868     38,522     38,335  

Western & Central Europe2)

   18,485     17,478     19,030     3,539     2,922     5,097     19,706     18,485     17,478     4,227     3,539     2,922  

Mediterranean2)

   24,156     23,299     23,807     1,089     1,099     1,395     23,003     24,156     23,299     1,389     1,089     1,099  

Middle East

   17,438     15,556     15,461     46     32     42     21,277     17,438     15,556     100     46     32  

Sub-Saharan Africa

   10,049     11,349     10,163     32     119     79     8,749     10,049     11,349     54     32     119  

India

   6,138     6,460     9,762     439     460     355     7,702     6,138     6,460     471     439     460  

North East Asia4)

   27,398     36,196     38,209     2,667     3,371     3,939     27,572     27,398     36,196     2,217     2,667     3,371  

South East Asia & Oceania

   15,787     15,068     13,870     342     301     318     15,858     15,787  ��  15,068     345     342     301  

Other1)2)3)4)

   14,986     12,273     10,627     —       —       —    

Other1)2)3)4)

   14,664     14,986     12,273     —       —       —    
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

   227,376     227,779     226,921     61,708     63,781     60,797     227,983     227,376     227,779     70,568     61,708     63,781  
  

 

   

 

   

 

   

 

   

 

   

 

 

1) Of which in Sweden

   4,427     5,033     3,882     38,049     37,718     40,415  

2) Of which in EU

   43,544     44,230     43,960     42,239     41,546     44,786  

3) Of which in the United States

   59,085     56,698     46,519     11,173     13,003     6,020  

4) Of which in China

   11,799     12,637     17,546     1,344     1,399     1,496  

1) Of which in Sweden6)

   4,144     4,427     5,033     43,298     38,049     37,718  

2) Of which in EU6)

   45,101     43,544     44,230     48,881     42,239     41,546  

3) Of which in the United States6)

   55,722     59,085     56,698     13,116     11,173     13,003  

4) Of which in China6)

   14,335     11,799     12,637     1,370     1,344     1,399  

 

5)Total non-current assets excluding financial instruments, deferred tax assets, and post-employment benefit assets.
6)Including IPR revenue reported under Other above.

For employee information, see Note C28, “Information regarding members of the Board of Directors, the Group management and employees.”

Ericsson Annual Report on Form 20-F 20132014

 

C4    NET SALESNet sales

Net sales

 

    2013   2012   2011 

Sales of products and network rollout services

   150,429     154,068     161,882  

Of which:

      

Delivery-type contracts

   150,429     154,068     161,882  

Professional Services sales

   66,395     67,092     58,834  

License revenues1)

   10,552     6,619     6,205  
  

 

 

   

 

 

   

 

 

 

Net sales

   227,376     227,779     226,921  

Export sales from Sweden

   108,944     106,997     116,507  
  

 

 

   

 

 

   

 

 

 
   2014   2013   2012 

Sales of products and network rollout services1)

   147,235     150,429     154,068  

Professional Services sales

   70,831     66,395     67,092  

License revenues

   9,917     10,552     6,619  
  

 

 

   

 

 

   

 

 

 

Net sales

   227,983     227,376     227,779  

Export sales from Sweden

   113,734     108,944     106,997  
  

 

 

   

 

 

   

 

 

 

 

1)Impact of Samsung IPR agreement: On January 27, 2014, Ericsson and Samsung signed an agreement on global patent licenses between the two companies. The terms of the agreement were substantially agreed between the two parties in December 2013 so Ericsson concluded that it was appropriate to record an amount of SEK 4.2 billion in Net Sales for the year ended December 31, 2013 which related to the license fee for 2013 and prior years.Entirely delivery-type contracts.

C5    EXPENSES BY NATUREExpenses by nature

Expenses by nature

 

  2013   2012   2011   2014   2013   2012 

Goods and services

   129,453     137,769     142,221     126,401     129,453     137,769  

Employee remuneration

   65,064     64,100     58,905     75,950     65,064     64,100  

Amortization and depreciation

   10,155     9,546     8,964     9,927     10,155     9,546  

Impairments and obsolescence allowances, net of reversals

   537     1,999     1,363     1,138     537     1,999  

Financial expenses

   2,093     1,984     2,661     2,273     2,093     1,984  

Taxes

   4,924     4,244     5,552     4,668     4,924     4,244  
  

 

   

 

   

 

   

 

   

 

   

 

 

Expenses incurred

   212,226     219,642     219,666     220,357     212,226     219,642  

Inventory changes1)

   –5,220     –2,782     3,417  

Inventory increase/decrease (–/+)1)

   –2,929     5,220     2,782  

Additions to capitalized development

   915     1,641     1,515     –1,523     –915     –1,641  
  

 

   

 

   

 

   

 

   

 

   

 

 

Expenses charged to the income statement

   216,531     220,783     214,734     215,905     216,531     220,783  
  

 

   

 

   

 

   

 

   

 

   

 

 

 

1)The inventory changes are based on changes of gross inventory values prior to obsolescence allowances.

Total restructuring charges in 20132014 were SEK 4.5 (3.4) billion.

1.5 (4.5) billion and were mainly related to the continued implementation of the service delivery strategy. Restructuring charges are included in the expenses presented above.

Restructuring charges by function

 

   2013   2012   2011 

Cost of sales

   2,657     2,225     1,231  

R&D expenses

   872     852     561  

Selling and administrative expenses

   924     370     1,392  
  

 

 

   

 

 

   

 

 

 

Total restructuring charges

   4,453     3,447     3,184  
  

 

 

   

 

 

   

 

 

 

   2014   2013   2012 

Cost of sales

   1,029     2,657     2,225  

R&D expenses

   304     872     852  

Selling and administrative expenses

   123     924     370  
  

 

 

   

 

 

   

 

 

 

Total restructuring charges

   1,456     4,453     3,447  
  

 

 

   

 

 

   

 

 

 

C6    OTHER OPERATING INCOME AND EXPENSESOther operating income and expenses

Other operating income and expenses

 

  2013 2012 2011   2014 2013 2012 

Gains on sales of intangible assets and PP&E

   172    12    65     843    172    12  

Losses on sales of intangible assets and PP&E

   –307    –261    –64     –935    –307    –261  

Gains on sales of investments and operations

   69    8,4621)   210     8    69    8,4621) 

Losses on sales of investments and operations

   –910    –126    –52     –44    –910    –126  
  

 

  

 

  

 

   

 

  

 

  

 

 

Capital gains/losses, net

   –976    8,087    159     –128    –976    8,087  

Other operating revenues

   1,0892)   878    1,119  

Other operating revenues/expenses

   –2,0282)   1,0892)   878  
  

 

  

 

  

 

   

 

  

 

  

 

 

Total other operating income and expenses

   113    8,965    1,278     –2,156    113    8,965  
  

 

  

 

  

 

   

 

  

 

  

 

 

 

1)Includes a gain from the divestment of Sony Ericsson of SEK 7.7 billion.
2)Includes revaluation of cash flow hedges of SEK 0.5–2.8 (0.5) billion. For more information, see Note C1, “Significant accounting policies.”

Ericsson Annual Report on Form 20-F 2013

C7    FINANCIAL INCOME AND EXPENSESFinancial income and expenses

Financial income and expenses

 

  2013   2012   2011   2014   2013   2012 
  Financial
income
   Financial
expenses
   Financial
income
   Financial
expenses
   Financial
income
   Financial
expenses
   Financial
income
   Financial
expenses
   Financial
income
   Financial
expenses
   Financial
income
   Financial
expenses
 

Contractual interest on financial assets

   971     —       1,685     —       1,940     —       713     —       971     —       1,685     —    

Of which on financial assets at fair value through profit or loss

   597     —       1,308     —       1,381     —       297     —       597     —       1,308     —    

Contractual interest on financial liabilities

   —       –1,412     —       –1,734     —       –1,706     —       –1,376     —       –1,412     —       –1,734  

Net gains/losses on:

                        

Instruments at fair value through profit or loss1)

   447     –601     142     54     1,062     –591     624     –651     447     –601     142     54  

Of which included in fair value hedge relationships

   —       –196     —       –129     —       –175     —       –123     —       –196     —       –129  

Loans and receivables

   –75     —       –127     —       –132     —       –70     —       –75     —       –127     —    

Liabilities at amortized cost

   —       196     —       –133     —       –105     —       –32     —       196     —       –133  

Other financial income and expenses

   3     –276     8     –171     12     –259     10     –214     3     –276     8     –171  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

   1,346     –2,093     1,708     –1,984     2,882     –2,661     1,277     –2,273     1,346     –2,093     1,708     –1,984  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

1)Excluding net gainloss from operating assets and liabilities, SEK 49143 million (net gain of SEK 49 million in 2013, SEK 1,299 million in 2012, SEK 51 million in 2011)2012), reported as Cost of sales.

Ericsson Annual Report on Form 20-F 2014

C8    TAXESTaxes

The Company’s tax expense for 20132014 was SEK –4,924–4,668 (–4,244)4,924) million or 28.8% (41.7%29.5% (28.8%) of income after financial items. The tax rate may vary between years depending on business and geographical mix.

Income taxes recognized in the income statement

 

  2013   2012   2011   2014   2013   2012 

Current income taxes for the year

   –3,985     –5,795     –4,642     –5,714     –3,985     –5,795  

Current income taxes related to prior years

   –26     –241     283     –66     –26     –241  

Deferred tax income/expense (+/–)

   –913     1,697     –1,433     1,112     –913     1,697  
  

 

   

 

   

 

   

 

   

 

   

 

 

Subtotal

   –4,924     –4,339     –5,792     –4,668     –4,924     –4,339  

Share of taxes in joint ventures and associated companies

   0     95     240     —       —       95  
  

 

   

 

   

 

   

 

   

 

   

 

 

Tax expense

   –4,924     –4,244     –5,552     –4,668     –4,924     –4,244  
  

 

   

 

   

 

   

 

   

 

   

 

 

A reconciliation between reported tax expense for the year and the theoretical tax expense that would arise when applying statutory tax rate in Sweden, 22.0%, on the consolidated income before taxes, is shown in the table below.

Reconciliation of Swedish income tax rate with effective tax rate

 

   2013  2012  2011 

Expected tax expense at Swedish tax rate 22.0%

   –3,762    –2,678    –4,767  

Effect of foreign tax rates

   –935    –581    –1,126  

Of which joint ventures and associated companies

   —      –778    –754  

Current income taxes related to prior years

   –26    –241    283  

Remeasurement of tax loss carry-forwards

   165    134    224  

Remeasurement of deductible temporary differences

   86    468    81  

Tax effect of non-deductible expenses

   –620    –3,430    –768  

Tax effect of non-taxable income

   199    2,573    521  

Tax effect of changes in tax rates

   –31    –489    —    
  

 

 

  

 

 

  

 

 

 

Tax expense

   –4,924    –4,244    –5,552  
  

 

 

  

 

 

  

 

 

 

Effective tax rate

   28.8  41.7  30.6

   2014  2013  2012 

Expected tax expense at Swedish tax rate 22.0%

   –3,479    –3,762    –2,678  

Effect of foreign tax rates

   –856    –935    –581  

Of which joint ventures and associated companies

   –2    —      –778  

Current income taxes related to prior years

   –66    –26    –241  

Remeasurement of tax loss carry-forwards

   –51    165    134  

Remeasurement of deductible temporary differences

   –459    86    468  

Tax effect of non-deductible expenses

   –2,125    –620    –3,430  

Tax effect of non-taxable income

   2,383    199    2,573  

Tax effect of changes in tax rates

   –15    –31    –489  
  

 

 

  

 

 

  

 

 

 

Tax expense

   –4,668    –4,924    –4,244  

Effective tax rate

   29.5  28.8  41.7

Deferred tax balances

Deferred tax assets and liabilities are derived from the balance sheet items as shown in the table below.

Tax effects of temporary differences and tax loss carry-forwards

 

   Deferred
tax assets
   Deferred
tax liabilities
   Net balance 

2013

      

Intangible assets and property, plant and equipment

   300     3,143    

Current assets

   1,958     164    

Post-employment benefits

   2,008     1,033    

Provisions

   997     293    

Other

   2,416     171    

Loss carry-forwards

   3,578     —      
  

 

 

   

 

 

   

 

 

 

Deferred tax assets/liabilities

   11,257     4,804     6,453  

Netting of assets/liabilities

   –2,154     –2,154    
  

 

 

   

 

 

   

 

 

 

Deferred tax balances, net

   9,103     2,650     6,453  

2012

      

Intangible assets and property, plant and equipment

   941     4,579    

Current assets

   2,388     293    

Post-employment benefits

   2,600     614    

Provisions

   1,512     48    

Other

   3,487     432    

Loss carry-forwards

   4,239     —      
  

 

 

   

 

 

   

 

 

 

Deferred tax assets/liabilities

   15,167     5,966     9,201  

Netting of assets/liabilities

   –2,846     –2,846    
  

 

 

   

 

 

   

 

 

 

Deferred tax balances, net

   12,321     3,120     9,201  
  

 

 

   

 

 

   

 

 

 

Ericsson Annual Report on Form 20-F 2013

   Deferred
tax assets
   Deferred
tax  liabilities
   Net balance 

2014

      

Intangible assets and property, plant and equipment

   517     3,645    

Current assets

   2,720     197    

Post-employment benefits

   4,024     1,013    

Provisions

   1,729     63    

Other

   2,478     228    

Loss carry-forwards

   3,279     —      
  

 

 

   

 

 

   

 

 

 

Deferred tax assets/liabilities

   14,747     5,146     9,601  

Netting of assets/liabilities

   –1,969     –1,969    
  

 

 

   

 

 

   

 

 

 

Deferred tax balances, net

   12,778     3,177     9,601  
  

 

 

   

 

 

   

 

 

 

2013

      

Intangible assets and property, plant and equipment

   300     3,143    

Current assets

   1,958     164    

Post-employment benefits

   2,008     1,033    

Provisions

   997     293    

Other

   2,416     171    

Loss carry-forwards

   3,578     —      
  

 

 

   

 

 

   

 

 

 

Deferred tax assets/liabilities

   11,257     4,804     6,453  

Netting of assets/liabilities

   –2,154     –2,154    
  

 

 

   

 

 

   

 

 

 

Deferred tax balances, net

   9,103     2,650     6,453  
  

 

 

   

 

 

   

 

 

 

Changes in deferred taxes, net

 

  2013   2012   2014   2013 

Opening balance, net

   9,201     10,770     6,453     9,201  

Recognized in Net income

   –913     1,697     1,112     –913  

Recognized in Other comprehensive income

   –1,056     –422     2,223     –1,056  

Acquisitions/disposals of subsidiaries

   –663     –2,309     –377     –663  

Currency translation differences

   –116     –535     190     –116  
  

 

   

 

   

 

   

 

 

Closing balance, net

   6,453     9,201     9,601     6,453  
  

 

   

 

   

 

   

 

 

Tax effects reported directly in Other comprehensive income amount to SEK –1,0562,223 (–422)1,056) million, of which actuarial gains and losses related to pensions constituted SEK –1,2312,218 (–57)1,231) million, cash flow hedges SEK 179 (–363)0 (179) million and deferred tax on gains/losses on hedges on investments in foreign entities SEK –45 (–2)4) million.

Deferred tax assets are only recognized in countries where the Company expects to be able to generate corresponding taxable income in the future to benefit from tax reductions.

Significant tax loss carry-forwards are related to countries with long or indefinite periods of utilization, mainly Sweden and Germany. Of the total SEK 3,578 (4,239)3,279 (3,578) million recognized deferred tax assets related to tax loss carry-forwards, SEK 2,177 (2,840)2,336 (2,177) million relates to Sweden with indefinite periods of utilization. Due to the Company’s strong current financial position and taxable income during 2013,2014, the Company has been able to utilize part of its tax loss carry-forwards during the year. The assessment is that the Company will be able to generate sufficient income in the coming years to also utilize the remaining part of the recognized amounts.

Ericsson Annual Report on Form 20-F 2014

Tax loss carry-forwards

Deferred tax assets regarding tax loss carry-forwards are reported to the extent that realization of the related tax benefit through future taxable profits is probable also when considering the period during which these can be utilized, as described below.

As of December 31, 2013,2014, the recognized tax loss carry-forwards amounted to SEK 14,093 (17,081)13,503 (14,093) million. The tax value of these tax loss carry-forwards is reported as an asset.

The final years in which the recognized loss carry-forwards can be utilized are shown in the following table.

Tax loss carry-forwards: year of expiration

 

Year of expiration

  Tax loss
carry-forwards
   Tax
value
   Tax loss
carry-forwards
   Tax
value
 

2014

   62     23  

2015

   —       —       516     182  

2016

   10     3     214     79  

2017

   5     1     41     16  

2018

   131     27     24     8  

2019 or later

   13,885     3,524  

2019

   41     14  

2020 or later

   12,667     2,980  
  

 

   

 

   

 

   

 

 

Total

   14,093     3,578     13,503     3,279  
  

 

   

 

   

 

   

 

 

In addition to the table above there are loss carry-forwards of SEK 3,518 (4,737)4,572 (3,518) million at a tax value of SEK 1,019 (1,432)1,216 (1,019) million that have not been recognized due to judgments of the possibility they will be used against future taxable profits in the respective jurisdictions. The majority of these loss carry-forwards have an expiration date in excess of five years.

C9    EARNINGS PER SHAREEarnings per share

Earnings per share 2011–2013

 

   2013   2012   2011 

Basic

      

Net income attributable to stockholders of the Parent Company (SEK million)

   12,005     5,775     12,194  

Average number of shares outstanding, basic (millions)

   3,226     3,216     3,206  

Earnings per share, basic (SEK)

   3.72     1.80     3.80  
  

 

 

   

 

 

   

 

 

 

Diluted

      

Net income attributable to stockholders of the Parent Company (SEK million)

   12,005     5,775     12,194  

Average number of shares outstanding, basic (millions)

   3,226     3,216     3,206  

Dilutive effect for stock purchase plans

   31     31     27  

Average number of shares outstanding, diluted (millions)

   3,257     3,247     3,233  

Earnings per share, diluted (SEK)

   3.69     1.78     3.77  
  

 

 

   

 

 

   

 

 

 

Ericsson Annual Report on Form 20-F 2013

   2014   2013   2012 

Basic

      

Net income attributable to stockholders of the Parent Company (SEK million)

   11,568     12,005     5,775  

Average number of shares outstanding, basic (millions)

   3,237     3,226     3,216  

Earnings per share, basic (SEK)

   3.57     3.72     1.80  

Diluted

      

Net income attributable to stockholders of the Parent Company (SEK million)

   11,568     12,005     5,775  

Average number of shares outstanding, basic (millions)

   3,237     3,226     3,216  

Dilutive effect for stock purchase plans (millions)

   33     31     31  

Average number of shares outstanding, diluted (millions)

   3,270     3,257     3,247  

Earnings per share, diluted (SEK)

   3.54     3.69     1.78  

C10    INTANGIBLE ASSETSIntangible assets

Intangible assets 20132014

 

 Capitalized development expenses Goodwill     Intellectual property rights (IPR),    
trademarks and other
intangible assets
  Capitalized development expenses Goodwill     Intellectual property rights (IPR),    
trademarks and other
intangible assets
 
 To be
marketed
  For internal use Total  Total  Trademarks,
customer
relationships
and similar
rights
  Patents
and
acquired
R&D
  Total  To be
marketed
  For internal use Total  Total  Trademarks,
customer

relationships
and similar
rights
  Patents
and
acquired
R&D
  Total 
 Acquired
costs
 Internal
costs
  Acquired
costs
 Internal
costs
 

Cost

                

Opening balance

  9,766    2,213    1,478    13,457    30,422    18,595    27,416    46,011    10,681    2,213    1,478    14,372    31,562    19,289    28,777    48,066  

Acquisitions/capitalization

  915    —      —      915    —      587    60    647    1,523    —      —      1,523    —      107    0    107  

Balances regarding acquired/divested businesses1)

  —      —      —      —      1,646    200    1,351    1,551    —      —      —      —      2,014    1,597    943    2,540  

Sales/disposals

  —      —      —      —      –302    –113    —      –113    —      —      —      —      –22    –71    –22    –93  

Reclassification

  —      —      —      —      —      —      —      —      —      —      —      —      —      —      —      —    

Translation difference

  —      —      —      —      –204    20    –50    –30    —      —      —      —      4,794    2,440    1,307    3,747  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Closing balance

  10,681    2,213    1,478    14,372    31,562    19,289    28,777    48,066    12,204    2,213    1,478    15,895    38,348    23,362    31,005    54,367  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Accumulated amortization

                

Opening balance

  –4,027    –2,106    –1,405    –7,538    —      –7,277    –18,201    –25,478    –5,349    –2,157    –1,439    –8,945    —      –9,543    –20,377    –29,920  

Amortization

  –1,322    –51    –34    –1,407    —      –2,322    –2,199    –4,521    –1,267    –1    –2    –1,270    —      –2,502    –1,826    –4,328  

Sales/disposals

  —      —      —      —      —      92    —      92    —      —      —      —      —      73    16    89  

Translation difference

  —      —      —      —      —      –36    23    –13    —      —      —      —      —      –1,472    –871    –2,343  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Closing balance

  –5,349    –2,157    –1,439    –8,945    —      –9,543    –20,377    –29,920    –6,616    –2,158    –1,441    –10,215    —      –13,444    –23,058    –36,502  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Accumulated impairment losses

                

Opening balance

  –1,987    –55    –37    –2,079    –18    —      –5,331    –5,331    –1,987    –55    –37    –2,079    –18    —      –5,331    –5,331  

Impairment losses

  —      —      —      —      —      —      —      —      –31    —      —      –31    —      —      —      —    
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Closing balance

  –1,987    –55    –37    –2,079    –18    —      –5,331    –5,331    –2,018    –55    –37    –2,110    –18    —      –5,331    –5,331  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Net carrying value

  3,345    1    2    3,348    31,544    9,746    3,069    12,815    3,570    0    0    3,570    38,330    9,918    2,616    12,534  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

1)For more information on acquired/divested businesses, see Note C26, “Business combinations”.

Intangible assets 2012

  Capitalized development expenses  Goodwill      Intellectual property rights (IPR),    
trademarks and other intangible
assets
 
  To be
marketed
  For internal use  Total  Total  Trademarks,
customer
relationships
and similar
rights
  Patents
and
acquired
R&D
  Total 
   Acquired
costs
  Internal
costs
      

Cost

        

Opening balance

  8,125    2,213    1,478    11,816    27,455    14,188    25,689    39,877  

Acquisitions/capitalization

  1,641    —      —      1,641    —      538    103    641  

Balances regarding acquired businesses1)

  —      —      —      —      4,293    4,517    2,155    6,672  

Sales/disposals

  —      —      —      —      –20    –158    –137    –295  

Reclassification

  —      —      —      —      94    —      –94    –94  

Translation difference

  —      —      —      —      –1,400    –490    –300    –790  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Closing balance

  9,766    2,213    1,478    13,457    30,422    18,595    27,416    46,011  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Accumulated amortization

        

Opening balance

  –3,187    –1,975    –1,318    –6,480    1    –5,502    –16,078    –21,580  

Amortization

  –840    –131    –87    –1,058    —      –2,023    –2,413    –4,436  

Sales/disposals

  —      —      —      —      –1    46    124    170  

Translation difference

  —      —      —      —      —      202    166    368  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Closing balance

  –4,027    –2,106    –1,405    –7,538    —      –7,277    –18,201    –25,478  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Accumulated impairment losses

        

Opening balance

  –1,721    –55    –37    –1,813    –18    —      –5,214    –5,214  

Impairment losses

  –266    —      —      –266    —      —      –117    –117  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Closing balance

  –1,987    –55    –37    –2,079    –18    —      –5,331    –5,331  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net carrying value

  3,752    52    36    3,840    30,404    11,318    3,884    15,202  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

1)For more information on acquired businesses, see Note C26, “Business combinations.”

Ericsson Annual Report on Form 20-F 20132014

 

Intangible assets 2013

  Capitalized development expenses  Goodwill      Intellectual property rights (IPR),    
trademarks and other intangible
assets
 
  To be
marketed
  For internal use  Total  Total  Trademarks,
customer

relationships
and similar
rights
  Patents
and
acquired
R&D
  Total 
   Acquired
costs
  Internal
costs
      

Cost

        

Opening balance

  9,766    2,213    1,478    13,457    30,422    18,595    27,416    46,011  

Acquisitions/capitalization

  915    —      —      915    —      587    60    647  

Balances regarding acquired/divested businesses1)

  —      —      —      —      1,646    200    1,351    1,551  

Sales/disposals

  —      —      —      —      –302    –113    —      –113  

Reclassification

  —      —      —      —      —      —      —      —    

Translation difference

  —      —      —      —      –204    20    –50    –30  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Closing balance

  10,681    2,213    1,478    14,372    31,562    19,289    28,777    48,066  

Accumulated amortization

        

Opening balance

  –4,027    –2,106    –1,405    –7,538    —      –7,277    –18,201    –25,478  

Amortization

  –1,322    –51    –34    –1,407    —      –2,322    –2,199    –4,521  

Sales/disposals

  —      —      —      —      —      92    —      92  

Translation difference

  —      —      —      —      —      –36    23    –13  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Closing balance

  –5,349    –2,157    –1,439    –8,945    —      –9,543    –20,377    –29,920  

Accumulated impairment losses

        

Opening balance

  –1,987    –55    –37    –2,079    –18    —      –5,331    –5,331  

Impairment losses

  —      —      —      —      —      —      —      —    
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Closing balance

  –1,987    –55    –37    –2,079    –18    —      –5,331    –5,331  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net carrying value

  3,345    1    2    3,348    31,544    9,746    3,069    12,815  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

1)For more information on acquired/divested businesses, see Note C26, “Business combinations.”

Goodwill is allocated to the operating segments Networks, at the sum of SEK 16.7 (16.2)20.1 (16.7) billion, Global Services, at the sum of SEK 4.5 (4.2)5.6 (4.5) billion and Support Solutions, at the sum of SEK 10.3 (10.0)12.6 (10.3) billion.

The recoverable amounts for cash-generating units are established as the present value of expected future cash flows. Estimation of future cash flows includes assumptions mainly for the following key financial parameters:

 

Sales growth

 

Development of operating income (based on operating margin or cost of goods sold and operating expenses relative to sales)

 

Development of working capital and capital expenditure requirements.

The assumptions regarding industry-specific market drivers and market growth are approved by Group management and each operating segment’s management. These assumptions are based on industry sources as input to the projections made within the Company for the development 2013–20182014–2019 for key industry parameters:

 

The number of global mobile subscriptions is estimated to grow from around 6.87.1 billion by the end of 20132014 to around 9 billion by the end of 2018.2019. Of these, around 77.5 billion will be mobile broadband subscriptions. Around 850700 million of these mobile broadband subscriptions will use mobile PC/tablets/mobile routers, but the vast majority will still use mobile phones to access the internet.

 

Fixed broadband subscriptions are estimated to grow from around 650700 million by the end of 20132014 to around 800850 million in 2018.2019. Fixed broadband includes Fiber, Cable and xDSL.

 

Mobile data traffic volume is estimated to increase by around sevensix times in the period 2013–2018,2014–2019, while fixed internet traffic is estimated to increase around fourthree times over the same timeframe, but from a much larger base.

The growth in network equipment is mainly driven by a shift in investments from voice to data. The end user requirements for “app-coverage” drives deployment of heterogeneous networks and small cells.

The demand for support solutions is driven by the opportunities for new types of service offerings enabled by IP technology and high-speed broadband. There is strong IPTV subscriber growth, plus rapid growth in digital viewing and on-demand services. As a consequence, service providers and network owners need solutions to make networks efficient for video delivery.

The development and build out of mobile broadband networks and increasing number of mobile broadband subscriptions drives growth in service introduction and traffic. This puts high demand on plan to provision, implementation and systems integration services as well as real time payment systems. The Business Support Systems’ growth is driven by the introduction of new services, new business models and price plans.

The demand for professional services is also driven by an increasing business and technology complexity. Therefore, operators review their business models and look for vendor partners that can take on a broader responsibility, including the outsourcing of network operations.

The assumptions are also based upon information gathered in the Company’s long-term strategy process, including assessments of new technology, the Company’s competitive position and new types of business and customers, driven by the continued integration of telecom, data and media industries.

The impairment testing is based on specific estimates for the first five years and with a reduction of nominal annual growth rate to an average GDP growth of 3% (3%) per year thereafter. The impairment tests for goodwill did not result in any impairment.

An after-tax discount rate of 9,5% (8%9.0% (9.5%) has been applied for all cash-generating units for the discounting of projected after-tax cash flows. In addition, when a higher discount rate has been applied in the impairment tests it has not resulted in any impairment. The assumptions for 20122013 are disclosed in Note C10, “Intangible assets” in the Annual Report of 2012.2013.

The Company’s discounting is based on after-tax future cash flows and after-tax discount rates. This discounting is not materially different from a discounting based on before-tax future cash flows and before-tax discount rates, as required by IFRS.

In Note C1, “Significant accounting policies,” and Note C2, “Critical accounting estimates and judgments,” further disclosures are given regarding goodwill impairment testing.

Ericsson Annual Report on Form 20-F 20132014

 

C11    PROPERTY, PLANT AND EQUIPMENTProperty, plant and equipment

Property, plant and equipment 20132014

 

  Real
estate
   Machinery and
other  technical
assets
   Other equipment,
tools and
installations
   Construction in
progress and
advance payments
   Total   Real
estate
   Machinery and
other technical
assets
   Other equipment,
tools and
installations
   Construction in
progress and
advance payments
   Total 

Cost

                    

Opening balance

   4,985     4,746     23,033     1,451     34,215     6,120     4,232     24,060     865     35,277  

Additions

   975     175     2,113     1,240     4,503     218     180     2,452     2,472     5,322  

Balances regarding divested/acquired businesses

   –29     –564     315     –19     –297  

Balances regarding acquired/divested businesses

   —       308     119     —       427  

Sales/disposals

   –185     –341     –1,677     –598     –2,801     –483     –842     –1,911     –218     –3,454  

Reclassifications

   404     165     627     –1,196     —       –217     935     316     –1,034     0  

Translation difference

   –30     51     –351     –13     –343     740     460     1,990     105     3,295  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Closing balance

   6,120     4,232     24,060     865     35,277     6,378     5,273     27,026     2,190     40,867  
  

 

   

 

   

 

   

 

   

 

 

Accumulated depreciation

                    

Opening balance

   –2,355     –3,489     –16,623     —       –22,467     –2,492     –3,182     –17,945     —       –23,619  

Depreciation

   –479     –558     –3,190     —       –4,227     –461     –539     –3,329     —       –4,329  

Balances regarding divested businesses

   —       450     147     —       597  

Sales/disposals

   399     386     1,493     —       2,278     75     720     1,890     —       2,685  

Reclassifications

   –75     80     –5     —       —       219     –736     517     —       0  

Translation difference

   18     –51     233     —       200     –321     –337     –1,539     —       –2,197  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Closing balance

   –2,492     –3,182     –17,945     —       –23,619     –2,980     –4,074     –20,406     —       –27,460  
  

 

   

 

   

 

   

 

   

 

 

Accumulated impairment losses

                    

Opening balance

   –45     –124     –86     —       –255     –40     –123     –62     —       –225  

Impairment losses

   —       –7     —       —       –7     —       —       –6     —       –6  

Reversals of impairment losses

   —       2     23     —       25     —       19     —       —       19  

Sales/disposals

   4     6     —       —       10     62     75     20     —       157  

Reclassifications

   —       1     –1     —       —       –52     14     38     —       0  

Translation difference

   1     –1     2     —       2     –2     –5     –4     —       –11  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Closing balance

   –40     –123     –62     —       –225     –32     –20     –14     —       –66  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Net carrying value

   3,588     927     6,053     865     11,433     3,366     1,179     6,606     2,190     13,341  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Contractual commitments for the acquisition of property, plant and equipment as ofper December 31, 2013,2014, amounted to SEK 203 (184)192 (203) million.

Property, plant and equipment 20122013

 

 Real estate Machinery and
other technical
assets
 Other equipment,
tools and
installations
 Construction in
progress and

advance payments
 Total  Real estate Machinery and
other technical
assets
 Other equipment,
tools and
installations
 Construction in
progress and
advance payments
 Total 

Cost

          

Opening balance

  4,641    5,235    20,663    1,302    31,841    4,985    4,746    23,033    1,451    34,215  

Additions

  640    370    2,521    1,898    5,429    975    175    2,113    1,240    4,503  

Balances regarding divested/acquired businesses

  2    46    432    —      480  

Balances regarding acquired/divested businesses

  –29    –564    315    –19    –297  

Sales/disposals

  –476    –373    –1,296    –242    –2,387    –185    –341    –1,677    –598    –2,801  

Reclassifications

  381    –380    1,458    –1,459    —      404    165    627    –1,196    —    

Translation difference

  –203    –152    –745    –48    –1,148    –30    51    –351    –13    –343  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Closing balance

  4,985    4,746    23,033    1,451    34,215    6,120    4,232    24,060    865    35,277  
 

 

  

 

  

 

  

 

  

 

 

Accumulated depreciation

          

Opening balance

  –2,165    –3,485    –15,094    —      –20,744    –2,355    –3,489    –16,623    —      –22,467  

Depreciation

  –354    –428    –3,270    —      –4,052    –479    –558    –3,190    —      –4,227  

Balances regarding divested businesses

  —      —      3    —      3    —      450    147    —      597  

Sales/disposals

  68    347    1,228    —      1,643    399    386    1,493    —      2,278  

Reclassifications

  7    –13    6    —      —      –75    80    –5    —      —    

Translation difference

  89    90    504    —      683    18    –51    233    —      200  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

��

 

Closing balance

  –2,355    –3,489    –16,623    —      –22,467    –2,492    –3,182    –17,945    —      –23,619  
 

 

  

 

  

 

  

 

  

 

 

Accumulated impairment losses

          

Opening balance

  –43    –148    –118    —      –309    –45    –124    –86    —      –255  

Impairment losses

  –4    –8    —      —      –12    —      –7    —      —      –7  

Reversals of impairment losses

  —      22    30    —      52    —      2    23    —      25  

Sales/disposals

  —      6    —      —      6    4    6    —      —      10  

Reclassifications

  —      1    –1    —      —    

Translation difference

  2    4    2    —      8    1    –1    2    —      2  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Closing balance

  –45    –124    –86    —      –255    –40    –123    –62    —      –225  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Net carrying value

  2,585    1,133    6,324    1,451    11,493    3,588    927    6,053    865    11,433  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Ericsson Annual Report on Form 20-F 20132014

 

C12    FINANCIAL ASSETS, NON-CURRENTFinancial assets, non-current

Equity in joint ventures and associated companies

 

  Joint ventures Associated companies Total   Total 
  2013   2012     2013         2012     2013   2012   2014 2013 

Opening balance

   —       4,663    2,842    1,302    2,842     5,965     2,568    2,842  

Share in earnings

   —       –8,3991)   –130    3    –130     –8,396     –56    –130  

Contributions to joint ventures and associated companies

   —       5,029    –2    —      –2     5,029     –2    –2  

Taxes

   —       106    0    –11    0     95  

OCI

   —       –46    –14    42    –14     –4     579    –14  

Dividends

   —       —      –128    –133    –128     –133     –249    –128  

Divestments

   —       –1,353    —      —      —       –1,353     –47    —    

Reclassification

   —       —      —      1,6393)   —       1,639  
  

 

   

 

  

 

  

 

  

 

   

 

   

 

  

 

 

Closing balance

   —       —      2,5682)   2,8422)   2,568     2,842     2,7931)   2,5681) 
  

 

   

 

  

 

  

 

  

 

   

 

   

 

  

 

 

 

1)Includes a write-down of ST-Ericsson investment and the Company’s share in ST-Ericsson’s operating loss.
2)Goodwill, net, amounts to SEK 10.6 (12.2)15 (11) million.
3)Reclassification from Other investments in shares and participation.

The major holdings in joint ventures and associated companies are specified below.

All companies apply IFRS in the reporting to the Company as issued by IASB.

Ericsson’s share of assets, liabilities and income in joint venture ST-Ericssonassociated company Rockstar Consortium

 

   2013  2012  2011 

Percentage in ownership interest

   50  50  50

Non-current assets

   6    2,194    13,710  

Current assets

   1,435    2,012    3,028  

Non-current liabilities

   104    740    794  

Current liabilities

   1,204    2,678    9,390  
  

 

 

  

 

 

  

 

 

 

Net assets (100%)

   133    788    6,554  
  

 

 

  

 

 

  

 

 

 

Company’s share of net assets (50%)

   67    394    3,277  

Net sales

   3,127    9,090    10,692  

Income after financial items

   –726    –5,006    –5,460  

Income taxes

   –64    –800    312  
  

 

 

  

 

 

  

 

 

 

Net income and total comprehensive income (100%)

   –790    –5,806    –5,148  
  

 

 

  

 

 

  

 

 

 

Company’s share of net income and other comprehensive income (50%)

   –3951)   –2,903    –2,574  

Assets pledged as collateral

   —      —      3  

Contingent liabilities

   —      —      —    
   2014  2013  2012 

Percentage in ownership interest

   21.26  21.26  21.26

Total assets

   7,348    6,429    7,342  

Total liabilities

   196    53    28  
  

 

 

  

 

 

  

 

 

 

Net assets (100%)

   7,152    6,376    7,314  

Company’s share of net assets (21.26%)

   1,520    1,356    1,555  

Net sales

   —      —      —    

Income after financial items

   –484    –897    –376  
  

 

 

  

 

 

  

 

 

 

Net income and total comprehensive income (100%)

   –484    –897    –376  

Company’s share of net income and other comprehensive income (21,26%)

   –103    –191    –80  

Rockstar Consortium LLC (Rockstar) is a company that was formed in 2011 by Apple, Blackberry, Ericsson, Microsoft, and Sony to purchase approximately 4,000 patent assets out of the original about 6000 from the Nortel bankruptcy estate. On December 23, 2014 it was agreed between the owners of Rockstar and RPX Corporation (RPXC) that RPX shall purchase the remaining patents of Rockstar. The transaction occured in 2015 and the impact on income will not be material in 2015.

Ericsson’s share of assets, liabilities and income in joint venture ST-Ericsson 1)

   2014  2013  2012 

Percentage in ownership interest

   50  50  50

Non-current assets

   5    6    2,194  

Current assets

   971    1,435    2,012  

Non-current liabilities

   92    104    740  

Current liabilities

   849    1,204    2,678  
  

 

 

  

 

 

  

 

 

 

Net assets (100%)

   35    133    788  

Company’s share of net assets (50%)

   18    67    394  

Net sales

   —      3,127    9,090  

Income after financial items

   132    –726    –5,006  

Income taxes

   –8    –64    –800  
  

 

 

  

 

 

  

 

 

 

Net income and total comprehensive income (100%)

   124    –790    –5,806  

Company’s share of net income and other comprehensive income (50%)

   622)   –3952)   –2,903  

Assets pledged as collateral

   —      —      —    

Contingent liabilities

   —      —      —    

 

1)The table consists of amounts considered by the Company when applying the equity method in relation to ST-Ericsson.
2)Reported lossesprofit/loss has not been recognized in the result for the Company, due to IFRS principles disclosed in Note C1, “Significant accounting policies.”

The table above consists of amounts considered by the Company when applying the equity method in relation to ST-Ericsson.

The joint venture ST-Ericsson, equally owned by the Company and STMicroelectronics, is winding down and all business has been transferred to parents or divested during 2013.commenced liquidation on April 15, 2014. Since December 2012, there are no remaining investments related to ST-Ericsson recognized in the Company’s balance sheet. The result inST-Ericsson for 2014 and 2013 has therefore not been recognized due to losses in 2013 and previous periods, as per IFRS principles disclosed in C1 “Significant accounting policies.” For more information, see Note C3, “Segment information.”

Ericsson’s share of assets, liabilities and income in associated company Rockstar Consortium

   2013  2012 

Percentage in ownership interest

   21.26  21.26

Total assets

   6,429    7,342  

Total liabilities

   53    28  
  

 

 

  

 

 

 

Net assets (100%)

   6,376    7,314  
  

 

 

  

 

 

 

Company’s share of net assets (21.26%)

   1,356    1,555  

Net sales

   —      —    

Income after financial items

   –897    –376  
  

 

 

  

 

 

 

Net income and total comprehensive income (100%)

   –897    –376  
  

 

 

  

 

 

 

Company’s share of net income and other comprehensive income (21,26%)

   –191    –80  

Rockstar is a patent licensing business based in North America that owns and manages a portfolio of more than 4,000 patents developed by technology pioneer Nortel Networks. This portfolio consists of patents covering a wide range of consumer and enterprise communications technologies currently in use or in development in markets worldwide.

Ericsson’s share of assets, liabilities and income in joint venture Sony Ericsson Mobile Communications AB

   2013   2012   2011 

Percentage in ownership interest

   —       —       50

Non-current assets

   —       —       10,080  

Current assets

   —       —       17,490  

Non-current liabilities

   —       —       570  

Current liabilities

   —       —       24,344  
  

 

 

   

 

 

   

 

 

 

Net assets (100%)

   —       —       2,656  
  

 

 

   

 

 

   

 

 

 

Company’s share of net assets (50%)

   —       —       1,328  

Net sales

   —       —       46,992  

Income after financial items

   —       —       –2,190  

Income taxes

   —       —       170  
  

 

 

   

 

 

   

 

 

 

Net income and total comprehensive income (100%)

   —       —       –2,020  
  

 

 

   

 

 

   

 

 

 

Company’s share of net income and other comprehensive income (50%)

   —       —       –1,010  

Assets pledged as collateral

   —       —       1  

Contingent liabilities

   —       —       37  

Ericsson Annual Report on Form 20-F 20132014

 

Other financialFinancial assets, non-current

 

  Other investments
in shares and
participations
 Customer finance,
non-current
   Derivatives,
non-current
   Other
financial assets,

non-current4)
   Other investments
in shares and
participations
   Customer finance,
non-current
   Derivatives,
non-current
   Other
assets,
non-current
 
  2013   2012 2013   2012   2013   2012   2013   2012   2014   2013   2014   2013   2014   2013   2014   2013 

Cost

                               

Opening balance

   1,758     3,576    1,538     1,661     825     816     4,414     4,633     1,905     1,758     1,484     1,538     613     825     6,387     4,414  

Additions

   85     45    3,070     5,249     —       —       1,215     313     —       85     1,452     3,070     —       —       327     1,215  

Disposals/repayments/deductions

   –20     –63    –3,070     –5,331     –30     —       –130     –136     –1     –20     –963     –3,070     —       –30     –1,238     –130  

Change in value in funded pension plans1)

   —       —      —       —       —       —       951     776     —       —       —       —       —       —       –38     951  

Reclassifications

   —       –1,6392)   —       —       —       —       —       –1,0183) 

Revaluation

   71     —      —       —       –182     9     —       —       47     71     —       —       –62     –182     —       —    

Translation difference

   11     –161    –54     –41     —       —       –63     –154     164     11     38     –54     —       —       183     –63  
  

 

   

 

  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Closing balance

   1,905     1,758    1,484     1,538     613     825     6,387     4,414     2,115     1,905     2,011     1,484     551     613     5,621     6,387  
  

 

   

 

  

 

   

 

   

 

   

 

   

 

   

 

 

Accumulated impairment losses/allowances

                               

Opening balance

   –1,372     –1,377    –248     –261     —       —       –1,275     –1,332     –1,400     –1,372     –190     –248     —       —       –1,316     –1,275  

Impairment losses/allowance

   —       –51    9     –26     —       —       —       –14     —       —       –79     9     —       —       –5     —    

Disposals/repayments/deductions

   –14     —      47     35     —       —       –12     —       27     –14     190     47     —       —       1,076     –12  

Reclassifications

   —       —      —       —       —       —       —       263) 

Translation difference

   –14     56    2     4     —       —       –29     45     –151     –14     —       2     —       —       –27     –29  
  

 

   

 

  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Closing balance

   –1,400     –1,372    –190     –248     —       —       –1,316     –1,275     –1,524     –1,400     –79     –190     —       —       –272     –1,316  
  

 

   

 

  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Net carrying value

   505     386    1,294     1,290     613     825     5,071     3,139     591     505     1,932     1,294     551     613     5,349     5,071  
  

 

   

 

  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

1)This amount includes asset ceiling. For further information, see Note C17, “Post-employment benefits.”
2)Reclassification to Equity in associated companies.
3)Reclassification to Short-term investments.
4)Includes pension plans with net surplus of SEK 3,473 (2,215) million, see Note C17, “Post-employment benefits”.

C13    INVENTORIESInventories

Inventories

 

  2013   2012   2014   2013 

Raw materials, components, consumables and manufacturing work in progress

   5,747     7,351     6,880     5,747  

Finished products and goods for resale

   7,743     10,981     11,117     7,743  

Contract work in progress

   9,269     10,470     10,178     9,269  
  

 

   

 

   

 

   

 

 

Inventories, net

   22,759     28,802     28,175     22,759  
  

 

   

 

   

 

   

 

 

Contract work in progress includes amounts related to delivery-type contracts and service contracts with ongoing work in progress.

Reported amounts are net of obsolescence allowances of SEK 2,496 (3,473)2,326 (2,496) million.

Movements in obsolescence allowances

 

  2013   2012   2011   2014   2013   2012 

Opening balance

   3,473     3,343     3,090     2,496     3,473     3,343  

Additions, net

   308     1,403     918     691     308     1,403  

Utilization

   –1,308     –1,140     –683     –979     –1,308     –1,140  

Translation difference

   12     –133     18     204     12     –133  

Balances regarding acquired/divested businesses

   11     —       —    

Balances regarding acquired/ divested businesses

   –86     11     —    
  

 

   

 

   

 

   

 

   

 

   

 

 

Closing balance

   2,496     3,473     3,343     2,326     2,496     3,473  
  

 

   

 

   

 

   

 

   

 

   

 

 

The amount of inventories recognized as expense and included in Cost of sales was SEK 56,781 (56,842)53,722 (56,781) million.

Ericsson Annual Report on Form 20-F 2013

C14    TRADE RECEIVABLES AND CUSTOMER FINANCETrade receivables and customer finance

Trade receivables and customer finance

 

  2013   2012   2014   2013 

Trade receivables excluding associated companies and joint ventures

   71,850     64,015     78,727     71,850  

Allowances for impairment

   –880     –655     –1,123     –880  
  

 

   

 

   

 

   

 

 

Trade receivables, net

   70,970     63,360     77,604     70,970  

Trade receivables related to associated companies and joint ventures

   43     300     289     43  
  

 

   

 

   

 

   

 

 

Trade receivables, total

   71,013     63,660     77,893     71,013  
  

 

   

 

 

Customer finance credits

   3,693     5,731     4,629     3,693  

Allowances for impairment

   –305     –422     –408     –305  
  

 

   

 

   

 

   

 

 

Customer finance credits, net

   3,388     5,309     4,221     3,388  
  

 

   

 

 

Of which current

   2,094     4,019     2,289     2,094  

Credit commitments for customer finance

   6,402     5,933     12,018     6,402  
  

 

   

 

   

 

   

 

 

Days sales outstanding (DSO) were 97 (86)105 (97) in December 2013.2014.

Movements in allowances for impairment

 

  Trade receivables   Customer finance   Trade receivables   Customer finance 
  2013   2012   2013   2012   2014   2013   2014   2013 

Opening balance

   655     567     422     426     880     655     305     422  

Additions

   417     229     38     101     316     417     121     38  

Utilized

   –127     –116     –13     –9     –136     –127     –4     –13  

Reversal of excess amounts

   –72     –30     –136     –112     –8     –72     –5     –136  

Reclassification

   42     21     —       —       –43     42     —       —    

Translation difference

   –35     –16     –6     16     114     –35     –9     –6  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Closing balance

   880     655     305     422     1,123     880     408     305  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Ericsson Annual Report on Form 20-F 2014

Aging analysis as ofper December 31

 

 Total  Of which
neither impaired
nor past due
  Of which
impaired,
not past due
  Of which past
due in
the following time
intervals:
 Of which past due and
impaired in the following
time intervals:
  Total  Of which
neither impaired
nor past due
  Of which
impaired,
not past due
  Of which past
due in
the following time
intervals:
 Of which past due and
impaired in the following
time intervals:
 
 less than
90 days
 90 days
or more
     less than    
90 days
     90 days or    
more
 

2014

       

Trade receivables, excluding associated companies and joint ventures

  78,727    71,601    35    3,412    2,577    16    1,086  

Allowances for impairment

  –1,123    —      –21    —      —      –16    –1086  

Customer finance credits

  4,629    1,602    1,981    1    677    21    347  

Allowances for impairment

  –408    —      –120    —      —      –5    –283  
 Total  Of which
neither impaired
nor past due
  Of which
impaired,
not past due
  less than
90 days
 90 days
or more
     less than    
90 days
     90 days or    
more
 

2013

           

Trade receivables, excluding associated companies and joint ventures

  71,850    66,414    25    3,134    1,400    23    854    71,850    66,414    25    3,134    1,400    23    854  

Allowances for impairment

  –880    —      –11    —      —      –19    –850    –880    —      –11    —      —      –19    –850  

Customer finance credits

  3,693    2,851    98    60    459    149    76    3,693    2,851    98    60    459    149    76  

Allowances for impairment

  –305    —      –82    —      —      –139    –84    –305    —      –82    —      —      –139    –84  

2012

       

Trade receivables, excluding associated companies and joint ventures

  64,015    57,526    25    2,459    1,431    779    1,795  

Allowances for impairment

  –655    —      –15    —      —      –70    –570  

Customer finance credits

  5,731    4,549    845    21    15    70    231  

Allowances for impairment

  –422    —      –146    —      —      –45    –231  

Credit risk

Credit risk is divided into three categories: credit risk in trade receivables, customer finance risk and financial credit risk: see Note C20, “Financial risk management and financial instruments.”

Credit risk in trade receivables

Credit risk in trade receivables is governed by a policy applicable to all legal entities in the Company. The purpose of the policy is to:

 

Avoid credit losses through establishing internal standard credit approval routines in all the Company’s legal entities

 

Ensure monitoring and risk mitigation of defaulting accounts, i.e. events of non-payment and/or delayed payments from customers

 

Ensure efficient credit management within the Company and thereby improve Days sales outstanding and Cash flow

 

Ensure payment terms are commercially justifiable

 

Define escalation path and approval process for payment terms and customer credit limits.

The credit worthiness of all customers is regularly assessed and a credit limit is set. Through credit management system functionality, credit checks are performed every time a sales order or an invoice is generated in the source system. These are based on the credit risk set on the customer. Credit blocks appear if the credit limit set on customer is exceeded or if past due receivables are higher than permitted levels. Release of a credit block requires authorization.

Letters of credits are used as a method for securing payments from customers operating in emerging markets, in particular in markets with unstable political and/or economic environments. By having banks confirming the letters of credit, the political and commercial credit risk exposures to the Company are mitigated.

Ericsson Annual Report on Form 20-F 2013

Trade receivables amounted to SEK 71,850 (64,015)78,727 (71,850) million as of December 31, 2013.2014. Provisions for expected losses are regularly assessed and amounted to SEK 880 (655)1,123 (880) million as of December 31, 2013.2014. The Company’s nominal credit losses have, however, historically been low. The amounts of trade receivables closely follow the distribution of the Company’s sales and do not include any major concentrations of credit risk by customer or by geography. The five largest customers represented 25% (27%30% (25%) of the total trade receivables in 2013.2014.

Customer finance credit risk

All major commitments to finance customers are made only after approval by the Finance Committee of the Board of Directors, according to the established credit approval process.

Prior to the approval of new facilities reported as customer finance, an internal credit risk assessment is conducted in order to assess the credit rating of each transaction, (forfor political and commercial risk).risk. The credit risk analysis is made by using an assessment tool, where the political risk rating is identical to the rating used by all Export credit agenciesCredit Agencies within the OECD. The commercial risk is assessed by analyzing a large number of parameters, which may affect the level of the future commercial credit risk exposure. The output from the assessment tool for the credit rating also includes an internal pricing of the risk. This is expressed as a risk margin per annum over funding cost. The reference pricing for political and commercial risk, on which the tool is based, is reviewed using information from Export credit agenciesCredit Agencies and prevailing pricing in the bank loan market for structured financed deals. The objective is that the internally set risk margin shall reflect the assessed risk and that the pricing is as close as possible to the current market pricing. A reassessment of the credit rating for each customer finance facility is made on a regular basis.

Risk provisions related to customer finance risk exposures are only made upon events which occur after the financing arrangement has become effective and which are expected to have a significant adverse impact on the borrower’s ability and/or willingness to service the outstanding debt. These events can be political (normally outside the control of the borrower) or commercial, e.g. a borrower’s deteriorated creditworthiness.

As of December 31, 2013,2014, the Company’s total outstanding exposure related to customer finance was SEK 3,693, (5,731)4,631 (3,693) million. As of December 31, 2013,2014, the Company also had unutilized customer finance commitments of SEK 6,402 (5,933)12,018 (6,402) million. Customer finance is arranged for infrastructure projects in different geographic markets and for a large number of customers. As of December 31, 2013,2014, there were a total of 73 (78)88 (73) customer finance arrangements originated by or guaranteed by the Company. The five largest facilities represented 52% (57%56% (52%) of the total credit exposure in 2013.2014.

Total outstanding customer finance exposure per region as of December 31

 

Percent

  2013   2012   2014   2013 

North America

   10     26     8     10  

Latin America

   3     4     3     3  

Northern Europe & Central Asia

   9     8     2     9  

Western & Central Europe

   1     1     3     1  

Mediterranean

   11     9     15     11  

Middle East

   22     17     30     22  

Sub-Saharan Africa

   26     19     24     26  

India

   5     9     1     5  

North East Asia

   9     7     6     9  

South East Asia and Oceania

   4     —       8     4  
  

 

   

 

   

 

   

 

 

Total

   100     100     100     100  
  

 

   

 

   

 

   

 

 

The effect of risk provisions and reversals for customer finance affecting the income statement amounted to a net negative impact of SEK 5570 million in 20132014 compared to a negative impact of SEK 3355 million in 2012.2013. Credit losses amounted to SEK 13 (16)4 (13) million in 2013.2014.

Ericsson Annual Report on Form 20-F 2014

Security arrangements for customer finance facilities normally include pledges of equipment, pledges of certain assets belonging to the borrower and pledges of shares in the operating company. If available, third-party risk coverage is, as a rule, arranged. “Third-party risk coverage” means that a financial payment guarantee covering the credit risk has been issued by a bank, an export credit agency or other financial institution. A credit risk cover from a third party may also be issued by an insurance company. A credit risk transfer under a sub-participation arrangement with a bank can also be arranged. In this case the entire credit risk and the funding is taken care of by the bank for the part that they cover. A credit risk cover from a third party may also be issued by an insurance company. During 2013, the Company did not take possession of any collateral it holds as security or call on any other credit enhancement.

Information about guarantees related to customer finance is included in Note C24, “Contingent liabilities,” and information about leasing is included in Note C27, “Leasing.”

The table below summarizes the Company’s outstanding customer finance as of December 31, 20132014 and 2012.2013.

Outstanding customer finance

 

  2013   2012   2014   2013 

Total customer finance

   3,693     5,731     4,631     3,693  

Accrued interest

   155     96     173     155  

Less third-party risk coverage

   –222     –187     –649     –222  
  

 

   

 

   

 

   

 

 

Ericsson’s risk exposure

   3,626     5,640     4,154     3,626  
  

 

   

 

   

 

   

 

 

Transfers of financial assets

Transfers where the Company has not derecognized the assets in their entirety

As ofper December 31, 2013,2014, there existed certain customer financing assets that the Company had transferred to third parties where the Company did not derecognize the assets in their entirety. The total carrying amount of the original assets transferred was SEK 899 (471)811 (899) million; the amount of the assets that the Company continues to recognize was SEK 210 (28)168 (210) million; and the carrying amount of the associated liabilities was SEK 0 (0) million.

Transfers where the Company has continuing involvement

During 2012, the Company derecognized financial assets where it had continuing involvement. A repurchase of these assets would amount to SEK 0 (225) million. No assets or liabilities were recognized in relation to the continuing involvement.

Ericsson Annual Report on Form 20-F 2013

C15    OTHER CURRENT RECEIVABLESOther current receivables

Other current receivables

 

  2013   2012   2014   2013 

Prepaid expenses

   2,766     2,623     4,592     2,766  

Accrued revenues

   2,846     2,305     3,166     2,846  

Advance payments to suppliers

   877     1,060     746     877  

Derivatives with a positive value1)

   1,532     3,068     1,000     1,532  

Taxes

   7,950     7,727     9,853     7,950  

Other

   1,970     3,282     1,916     1,970  
  

 

   

 

   

 

   

 

 

Total

   17,941     20,065     21,273     17,941  
  

 

   

 

   

 

   

 

 

 

1)See also Note C20, “Financial risk management and financial instruments”.instruments.”

C16    EQUITY AND OTHER COMPREHENSIVE INCOMEEquity and other comprehensive Income

Capital stock 20132014

Capital stock at December 31, 2013,2014, consisted of the following:

Capital stock

 

Parent Company

  Number of shares   Capital stock
(SEK  million)
   Number of shares   Capital stock
(SEK million)
 

Class A shares

   261,755,983     1,309     261,755,983     1,309  

Class B shares

   3,043,295,752     15,217     3,043,295,752     15,217  
  

 

   

 

   

 

   

 

 

Total

   3,305,051,735     16,526     3,305,051,735     16,526  
  

 

   

 

   

 

   

 

 

The capital stock of the Parent Company is divided into two classes: Class A shares (quota value SEK 5.00) and Class B shares (quota value SEK 5.00). Both classes have the same rights of participation in the net assets and earnings. Class A shares, however, are entitled to one vote per share while Class B shares are entitled to one tenth of one vote per share.

At December 31, 2013,2014, the total number of treasury shares was 73,968,178 (84,798,09563,450,558 (73,968,178 in 20122013 and 62,846,50384,798,095 in 2011)2012) Class B shares. Ericsson did not repurchase shares in 20132014 in relation to the Stock Purchase Plan.

Reconciliation of number of shares

 

    Number of shares   Capital stock
(SEK  million)
 

Number of shares Jan 1, 2013

   3,305,051,735     16,526  

Number of shares Dec 31, 2013

   3,305,051,735     16,526  
    Number of shares   Capital stock
(SEK million)
 

Number of shares Jan 1, 2014

   3,305,051,735     16,526  

Number of shares Dec 31, 2014

   3,305,051,735     16,526  

For further information about the number of shares, see the chapter Share Information.

Dividend proposal

The Board of Directors will propose to the Annual General Meeting 20142015 a dividend of SEK 3.003.40 per share (SEK 3.00 in 2014 and SEK 2.75 in 2013 and SEK 2.50 in 2012)2013).

Additional paid in capital

This relates to payments made by owners and includes share premiums paid.

Retained earnings

Retained earnings, including net income for the year, comprise the earned profits of the Parent Company and its share of net income in subsidiaries, joint ventures and associated companies. Retained earnings also include:

Remeasurements related to post-employment benefits

Actuarial gains and losses resulting from experience-based events and changes in actuarial assumptions, fluctuations in the effect of the asset ceiling, and adjustments related to the Swedish special payroll taxes.

Revaluation of other investments in shares and participations

The fair value reserve comprises the cumulative net change in the fair value of available-for-sale financial assets.

Cash flow hedges

The cash flow hedge reserve comprises the effective portion of the cumulative net change in the fair value of cash-flow-hedging instruments related to hedged transactions that have not yet occurred.

Cumulative translation adjustments

The cumulative translation adjustments comprise all foreign currency differences arising from the translation of the financial statements of foreign operations and changes regarding revaluation of excess value in local currency as well as from the translation of liabilities that hedge the Company’s net investment in foreign subsidiaries.

Ericsson Annual Report on Form 20-F 20132014

 

C17    POST-EMPLOYMENT BENEFITSPost-employment benefits

Ericsson sponsors a number of post-employment benefit plans throughout the Company, which are in line with market practice in each country. The year 20132014 was characterized by the overall increasesignificant decreases in discount rates and ain most plans resulting in actuarial losses on defined benefit obligations of SEK 14 billion. This was partly offset by positive development of plan assets. Consequently, the Company experienced a decreaseassets resulting in the net pension liability. During the year, the Swedish payroll tax was reclassified from Other liabilities to Pension liability, which contributed to an increased pension liability.

The comparison amounts for 2012 and 2011 have not been recalculated.actuarial gains of SEK 4 billion.

Swedish plans

Sweden has both defined benefit and defined contribution plans based on collective agreement between the parties in the Swedish labor market:

 

A defined benefit plan, known as ITP 2 (occupational pension for salaried employees in manufacturing industries and trade), complemented by a defined contribution plan, known as ITPK (supplementary retirement benefits). This is a final salary-based plan.

 

A defined contribution plan, known as ITP 1, for employees born in 1979 or later.

 

A defined contribution plan ITP 1 or alternative ITP, for employees earning more than 10 income base amount and who have opted out of the defined benefit plan ITP 2, where rules are set by the Company and approved by each employee selected to participate.

The Company has by far most of its Swedish pension liabilities under defined benefit plans which are funded to 73% (72%56% (73%) through Ericsson Pensionsstiftelse (a Swedish Pension Foundation). The Pensionsstiftelse covers the liability up to the value of the defined benefit obligation based on Swedish GAAP calculations. There are no funding requirements for the Swedish plans. The disability- and survivors’ pension part of the ITP-plan is secured through an insurance solution with the company Alecta, see section about Multi-employer plans.

The benefit payments are done from the Company since the liability is growing and the necessary surplus therefore is not yet reached. For the unfunded plans the Company meets the payment obligation when it falls due. The responsibility for governance of the plans and the plan assets lies with the Company and the Pensionsstiftelse. The Swedish Pensionsstiftelse is managed on the basis of a capital preservation strategy and the risk profile is set accordingly. Traditional asset-liability matching (ALM) studies are undertaken on a regular basis to allocate within different asset classes.

The plans are exposed to different risks, i.e., a sudden decrease in the bond yields, which would lead to an increase in the plan liability. A sudden instability in the financial market might also lead to a decrease in fair value of plan assets held by the Pensionsstiftelse, as the holdings of plan assets partly are exposed to equity markets; however, this may be partly offset by higher values in fixed income holdings. Swedish plans are linked to inflation and higher inflation will lead to a higher liability. For the time being, inflation is a low risk factor to the Swedish plans as actual rate of inflation has not reached the ceiling target set by the Central Bank of Sweden.

Multi-employer plans

As before, the Company has secured the disability and survivors’ pension part of the ITP Plan through an insurance solution with the insurance company Alecta. Although this part of the plan is classified as a multi-employer defined benefit plan, it is not possible to get sufficient information to apply defined benefit accounting, as for most of the accrued pension benefits in Alecta, information is missing on the allocation of earnings process between employers. Full vesting is instead registered on the last employer. Alecta is not able to calculate a breakdown of assets and provisions for each respective employer, and therefore, the disability and survivors’ pension portion of the ITP Plan has been accounted for as a defined contribution plan.

Alecta has a collective funding ratio which acts as a buffer for its insurance commitments to protect against fluctuations in investment return and insurance risks. Alecta’s target ratio is 140% and reflects the fair value of Alecta’s plan assets as a percentage of plan commitments, then measured in accordance with Alecta’s actuarial assumptions, which are different from those in IAS 19R. Alecta’s collective funding ratio was 148% (129%143% (148%) as of December 31, 2013.2014. The Company’s share of Alecta’s saving premiums is 0.6%; the total share of active members in Alecta are 2.3%. The expected contribution to the plan is SEK 163107 million for 2014.2015.

Contingent liabilities / Assets pledged as collateral

Contingent liabilities include the Company’s mutual responsibility as a credit insured company of PRI Pensionsgaranti in Sweden. This mutual responsibility can only be imposed in the instance that PRI Pensionsgaranti has consumed all of its assets, and it amounts to a maximum of 2% of the Company’s pension liability in Sweden. During 2013 theThe Company has a pledged a business mortgage of SEK 2 billion to PRI Pensionsgaranti.

US plans

The Company operates defined benefit pension plans in the US, which are a combination of final salary pension plans and contribution-based arrangements. The final salary pension plans provide benefits to members in the form of a guaranteed level of pension payable for life. The level of benefits provided depends on members’ length of service and their salary in the final years leading up to retirement. Retirees generally do not receive inflationary increases once in payment.

The other type of plan is a contribution-based pension plan, which provides a benefit determined using a “cash balance” approach. The balance is credited monthly with interest credits and contribution credits, based on a combination of current year salary and length of service.

The majority of benefit payments are from trustee-administered funds; however, there are also a number of unfunded plans where the Company meets the benefit payment obligation as it falls due. In the US, the Company’s policy is at least to meet or exceed the funding requirements of federal regulations. The funded level in the US Pension Plan is above the point at which minimum funding would be required for fiscal year 2013.2014.

Plan assets held in trusts are governed by local regulations and practice, as is the nature of the relationship between the Company and the trustees (or equivalent) and their composition. Responsibility for governance of the plans – including investment decisions and contribution schedules – lies with the Plan Administrative Committee (PAC). The PAC is composed of representatives from the Company.

The Company’s plans are exposed to various risks associated with pension plans, i.e., a sudden decrease in bond yields would lead to an increase in the present value of the defined benefit obligation. A sudden instability in the financial markets might also lead to a decrease in the fair value of plan assets held by the trust. Pension benefits in the US are not linked to inflation; however, higher inflation poses the risk of increased final salaries being used to determine benefits for active employees. There is also a risk that the duration of payments to retirees will exceed the life expectancy in mortality tables.

Other plans

The Company also sponsors plans in other countries. The main plans are in Brazil, Ireland and the United Kingdom. The plan in Brazil is a

Ericsson Annual Report on Form 20-F 2013

pension plan wholly funded with a net surplus of assets. The plans in Ireland and the UK are final salary pension plans and are partly or wholly funded. The plans are managed by corporate trustees with directors appointed partly by the local company and partly by the plan members. The trustees are independent from the local company and subject to the specific country’s pension laws.

Ericsson Annual Report on Form 20-F 2014

Amount recognized in the Consolidated balance sheet

Amount recognized in the Consolidated balance sheet

 

  Sweden   US   Other   Total   Sweden   US   Other   Total 

2014

        

Defined benefit obligation (DBO)

   32,885     18,281     22,586     73,752  

Fair value of plan assets

   18,412     19,665     18,785     56,862  
  

 

   

 

   

 

   

 

 

Deficit/surplus (+/–)

   14,473     –1,384     3,801     16,890  

Plans with net surplus, excluding asset ceiling1)

   —       2,057     1,438     3,495  
  

 

   

 

   

 

   

 

 

Provision for post-employment benefits2)

   14,473     673     5,239     20,385  

2013

                

Defined benefit obligation (DBO)

   23,088     14,387     15,444     52,919     23,088     14,387     15,444     52,919  

Fair value of plan assets

   16,818     16,174     13,575     46,567     16,818     16,174     13,575     46,567  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Deficit/surplus (+/–)

   6,270     –1,787     1,869     6,352     6,270     –1,787     1,869     6,352  

Plans with net surplus, excluding asset ceiling1)

   —       2,307     1,166     3,473     —       2,307     1,166     3,473  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Provision for post-employment benefits2)

   6,270     520     3,035     9,825     6,270     520     3,035     9,825  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

2012

        

Defined benefit obligation (DBO)

   21,432     16,472     14,054     51,958  

Fair value of plan assets

   15,375     16,263     13,004     44,642  
  

 

   

 

   

 

   

 

 

Deficit/surplus (+/–)

   6,057     209     1,050     7,316  

Unrecognized past service cost

   —       —       –28     –28  

Plans with net surplus, excluding asset ceiling1)

   —       738     1,477     2,215  
  

 

   

 

   

 

   

 

 

Provision for post-employment benefits2)

   6,057     947     2,499     9,503  
  

 

   

 

   

 

   

 

 

 

1)Plans with a net surplus, i.e., where plan assets exceed DBO, are reported as Other financial assets, non-current: see Note C12, “Financial assets.” The asset ceiling increased during the year by SEK 30860 million from SEK 217 million in 2012 to SEK 525 million in 2013.2013 to SEK 585 million in 2014.
2)Plans with net liabilities are reported in the balance sheet as Post-employment benefits, non-current.

Total pension cost recognized in the Consolidated income statement

The costs for post-employment benefits within the Company are distributed between defined contribution plans and defined benefit plans, with a trend toward defined contribution plans.

Pension costs for defined contribution plans and defined benefit plans

 

      Sweden           US           Other           Total           Sweden           US           Other           Total     

2014

        

Pension cost for defined contribution plans

   953     562     713     2,228  

Pension cost for defined benefit plans

   1,039     39     651     1,729  
  

 

   

 

   

 

   

 

 

Total

   1,992     601     1,364     3,957  

Total pension cost expressed as a percentage of wages and salaries

         6.8

2013

                

Pension cost for defined contribution plans

   1,088     502     778     2,368     1,088     502     778     2,368  

Pension cost for defined benefit plans

   1,581     85     392     2,058     1,581     85     392     2,058  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

   2,669     587     1,170     4,426     2,669     587     1,170     4,426  
  

 

   

 

   

 

   

 

 

Total pension cost expressed as a percentage of wages and salaries

         9.1         9.1
        

 

 

2012

                

Pension cost for defined contribution plans

   977     404     701     2,082     977     404     701     2,082  

Pension cost for defined benefit plans

   936     –454     198     680     936     –454     198     680  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

   1,913     –50     899     2,762     1,913     –50     899     2,762  
  

 

   

 

   

 

   

 

 

Total pension cost expressed as a percentage of wages and salaries

         5.7         5.7
        

 

         

 

 

2011

        

Pension cost for defined contribution plans

   2,039     360     643     3,042  

Pension cost for defined benefit plans

   621     42     184     847  
  

 

   

 

   

 

   

 

 

Total

   2,660     402     827     3,889  
  

 

   

 

   

 

   

 

 

Total pension cost expressed as a percentage of wages and salaries

         8.9
        

 

 

Ericsson Annual Report on Form 20-F 20132014

 

Change in the net defined benefit obligation

Change in the net defined benefit obligation

 

  Present
value of
obligation
20133)
   Fair value
of plan
assets
2013
   Total
2013
   Present
value of
obligation
2012
   Fair value
of plan
assets
2012
   Total
2012
   Present
value of
obligation
20143)
   Fair value
of plan
assets
2014
   Total
2014
   Present
value of
obligation
2013
   Fair value
of plan
assets
2013
   Total
2013
 

Opening balance

   51,958     –44,642     7,316     36,375     –28,019     8,356     52,919     –46,567     6,352     51,958     –44,642     7,316  

Reclassification1)

   1,799     —       1,799     —       —       —       —       —       —       1,799     —       1,799  
  

 

   

 

   

 

   

 

   

 

   

 

 

Included in the income statement:

                        

Current service cost

   1,351     —       1,351     1,280     —       1,280     1,476     —       1,476     1,351     —       1,351  

Past service cost and gains and losses on settlements

   363     —       363     –353     —       –353     31     —       31     363     —       363  

Interest cost/income (+/–)

   2,046     –1,846     200     2,120     –2,357     –237  

Interest cost/ income (+/–)

   2,347     –2,244     103     2,046     –1,846     200  

Taxes and administrative expenses

   129     16     145     —       —       —       54     31     85     129     16     145  

Other

   –4     3     –1     –72     42     –30     31     3     34     –4     3     –1  
   3,885     –1,827     2,058     2,975     –2,315     660    

 

   

 

   

 

   

 

   

 

   

 

 
  

 

   

 

   

 

   

 

   

 

   

 

    3,939     –2,210     1,729     3,885     –1,827     2,058  

Remeasurements:

                        

Return on plan assets excluding amounts in interest expense/income

   —       –550     –550     —       –1,634     –1,634     —       –3,643     –3,643     —       –550     –550  

Actuarial gains/losses (–/+) arising from changes in demographic assumptions

   46     —       46     —       —       —       549     —       549     46     —       46  

Actuarial gains/losses (–/+) arising from changes in financial assumptions

   –3,629     —       –3,629     2,104     —       2,104     12,746     —       12,746     –3,629     —       –3,629  

Experience-based gains/losses (–/+)

   611     —       611     363     —       363     305     —       305     611     —       611  
   –2,972     –550     –3,522     2,467     –1,634     833    

 

   

 

   

 

   

 

   

 

   

 

 
  

 

   

 

   

 

   

 

   

 

   

 

    13,600     –3,643     9,957     –2,972     –550     –3,522  

Other changes:

            

Translation difference

   –115     190     75     –1,353     1,361     8     4,949     –5,059     –110     –115     190     75  

Contributions and payments from employer:

            

Contributions and payments from:

            

Employers2)

   –554     –971     –1,525     —       –1,751     –1,751     –574     –775     –1,349     –554     –971     –1,525  

Plan participants

   55     –44     11     22     –22     0     43     –26     17     55     –44     11  

Payments from plans:

                        

Benefit payments

   –1,181     1,181     0     –1,478     1,311     –167     –1,282     1,282     0     –1,181     1,181     0  

Settlements

   –116     96     –20     372     –156     216     –1,013     1,016     3     –116     96     –20  

Business combinations and divestments4)

   160     —       160     12,578     –13,417     –839     1,171     –880     291     160     —       160  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Closing balance

   52,919     –46,567     6,352     51,958     –44,642     7,316     73,752     –56,862     16,890     52,919     –46,567     6,352  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

1)The provision for the Swedish special payroll taxes which was previously included in Other current liabilities, has been was in 2013re-classified as a pension liability in line with the implementation of the revised IAS 19R on January 1, 2013.
2)The expected contribution to the plan is SEK 5501,092 million during 2014.2015.
3)The weighted average duration of DBO is 17.919.4 years.
4)Business combinations in 20132014 are mainly related to the acquisition of Modems.Red Bee Media. In 20122013 business combinations are related to the acquisition of Telcordia.Modems.

Present value of the defined benefit obligation

 

   Sweden   US   Other   Total 

2013

        

DBO, closing balance

   23,088     14,387     15,444     52,919  

Of which partially or fully funded

   22,598     13,867     13,396     49,861  

Of which unfunded

   490     520     2,048     3,058  

2012

        

DBO, closing balance

   21,432     16,472     14,054     51,958  

Of which partially or fully funded

   20,916     15,895     12,064     48,875  

Of which unfunded

   516     577     1,990     3,083  

Asset allocation by geography

   Sweden   US   Other   Total   Of which
unquoted
 

2013

          

Cash and cash equivalents

   592     218     261     1,071     35

Equity securities

   2,112     2,081     4,459     8,652     31

Debt securities

   3,601     6,934     6,982     17,517     61

Real estate

   1,649     —       76     1,725     100

Investment funds

   8,864     6,512     414     15,790     60

Assets held by insurance company

   —       —       633     633     100

Other

   —       429     750     1,179     65
  

 

 

   

 

 

   

 

 

   

 

 

   

Total

   16,818     16,174     13,575     46,567    
  

 

 

   

 

 

   

 

 

   

 

 

   

Of which real estate occupied by the Company

   —       —       —       —      

Of which securities issued by the Company

   25     —       —       25    
   Sweden   US   Other   Total 

2014

        

DBO, closing balance

   32,885     18,281     22,586     73,752  

Of which partially or fully funded

   32,348     17,608     20,005     69,961  

Of which unfunded

   537     673     2,581     3,791  

2013

        

DBO, closing balance

   23,088     14,387     15,444     52,919  

Of which partially or fully funded

   22,598     13,867     13,396     49,861  

Of which unfunded

   490     520     2,048     3,058  

Ericsson Annual Report on Form 20-F 20132014

 

Asset allocation by asset type and geography

 

  Sweden   US   Other   Total   Of which
unquoted
   Sweden   US   Other   Total   Of which
unquoted
 

2012

          

2014

          

Cash and cash equivalents

   2,159     683     197     3,039     25   2,118     509     483     3,110     24

Equity securities

   1,371     5,107     2,865     9,343     15   4,598     1,003     4,389     9,990     10

Debt securities

   4,139     10,040     7,929     22,108     60   6,815     14,993     11,455     33,263     83

Real estate

   574     433     110     1,117     100   2,383     —       134     2,517     100

Investment funds

   7,132     —       849     7,981     55   2,498     2,309     557     5,364     67

Assets held by insurance company

   —    ��  —       305     305     100   —       —       770     770     100

Other

   —       —       749     749     100   —       851     997     1,848     71
  

 

   

 

   

 

   

 

     

 

   

 

   

 

   

 

   

Total

   15,375     16,263     13,004     44,642       18,412     19,665     18,785     56,862    
  

 

   

 

   

 

   

 

   

Of which real estate occupied by the Company

   —       —       —       —         —       —       —       —      

Of which securities issued by the Company

   25     —       —       25       —       —       —       —      

2013

          

Cash and cash equivalents

   592     218     261     1,071     35

Equity securities

   2,112     2,081     4,459     8,652     31

Debt securities

   3,601     6,934     6,982     17,517     61

Real estate

   1,649     —       76     1,725     100

Investment funds

   8,864     6,512     414     15,790     60

Assets held by insurance company

   —       —       633     633     100

Other

   —       429     750     1,179     65
  

 

   

 

   

 

   

 

   

Total

   16,818     16,174     13,575     46,567    

Of which real estate occupied by the Company

   —       —       —       —      

Of which securities issued by the Company

   25     —       —       25    

Actuarial assumptions

Financial and demographic actuarial assumptions1)

Group1)

2013

Financial assumptions

Discount rate

4.5

Demographic assumptions

Life expectancy after age 65 in years, weighted average

22

2012

Financial assumptions

Discount rate

4.1

Demographic assumptions

Life expectancy after age 65 in years, weighted average

22

   2014  2013 

Financial assumptions

   

Discount rate, weighted average

   3.4  4.5

Demographic assumptions

   

Life expectancy after age 65 in years, weighted average

   22    22  

 

1)Weighted average for the Group for disclosure purposes only. Country-specific assumptions were used for each actuarial calculation.

Actuarial assumptions are assessed on a quarterly basis.

See also Notes C1 and C2.

Sweden

The defined benefit obligation has been calculated using a discount rate based on yields of covered bonds, which is higher than a discount rate based on yields of government bonds. The Swedish covered bonds are considered high-quality bonds, mainlyAAA-rated, as they are secured with assets, and the market for covered bonds is considered deep and liquid, thereby meeting the revised IAS 19 requirements.

US

The defined benefit obligation has been calculated using a discount rate based on yields of high-quality corporate bonds, where “high-quality” has been defined as a rating of AA and above.

Actuarial gains and losses reported directly in Other comprehensive income

 

  2013   2012   2014   2013 

Cumulative gain/loss (–/+) at beginning of year

   8,696     7,911     5,219     8,696  

Recognized gain/loss (–/+) during the year

   –3,522     833     9,957     –3,522  

Translation difference

   45     –48     129     45  
  

 

   

 

   

 

   

 

 

Cumulative gain/loss (–/+) at end of year

   5,219     8,696     15,305     5,219  
  

 

   

 

   

 

   

 

 

Total remeasurements in Other comprehensive income related to post-employment benefits

 

  2013   2012   2014   2013 

Actuarial gains and losses (+/–)

   3,128     –833     –8,322     3,128  

The effect of asset ceiling

   –308     266     –60     –308  

Swedish special payroll taxes1)

   394     116     –1,635     394  
  

 

   

 

 

Total

   3,214     –451     –10,017     3,214  
  

 

   

 

   

 

   

 

 

Actuarial gains and losses for joint ventures and associated companies

   —       50  
  

 

   

 

 

 

1)Swedish payroll taxes are included in recognized gain/loss during the year in OCI.

Sensitivity analysis of significant actuarial assumptions

 

Group

Impact on DBO, SEK billion

2013

Discount rate +0.5%

–5

Discount rate –0.5%

+5
   2014   2013 

Impact on DBO, SEK billion

    

2014

    

Discount rate +0.5%

   –7     –5  

Discount rate –0.5%

   +8     +5  

Ericsson Annual Report on Form 20-F 20132014

 

C18    PROVISIONSProvisions

Provisions

 

  Warranty   Restructuring   Other   Total 

2014

        

Opening balance

   909     1,345     3,108     5,362  

Additions

   1,050     708     968     2,726  

Reversal of excess amounts

   –319     –195     –424     –938  

Negative effect on Income Statement

         1,788  

Utilization/Cash out

   –921     –1,202     –938     –3,061  

Reclassifications

   2     51     –16     37  

Translation differences

   103     94     104     301  
  

 

   

 

   

 

   

 

 

Closing balance

   824     801     2,802     4,427  
  Warranty   Restructuring   Other   Total   

 

   

 

   

 

   

 

 

2013

                

Opening balance

   1,595     1,218     5,825     8,638     1,595     1,218     5,825     8,638  

Additions

   924     2,439     1,336     4,699     924     2,439     1,336     4,699  

Reversal of excess amounts

   –588     –237     –736     –1,561     –588     –237     –736     –1,561  

Negative effect on Income Statement

         3,138           3,138  

Cash out/utilization

   –948     –2,089     –2,984     –6,021     –948     –2,089     –2,984     –6,021  

Balances regarding divested/acquired businesses

   –2     0     –10     –12     –2     0     –10     –12  

Reclassification

   1     –3     –184     –186     1     –3     –184     –186  

Translation differences

   –73     17     –139     –195     –73     17     –139     –195  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Closing balance

   909     1,345     3,108     5,362     909     1,345     3,108     5,362  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

2012

        

Opening balance

   1,888     1,327     3,050     6,265  

Additions

   1,088     1,234     4,689     7,011  

Reversal of excess amounts

   –157     –150     –766     –1,073  

Negative effect on Income Statement

         5,938  

Cash out/utilization

   –1,188     –1,170     –1,117     –3,475  

Balances regarding divested/acquired businesses

   48     —       92     140  

Reclassification

   1     11     –34     –22  

Translation differences

   –85     –34     –89     –208  
  

 

   

 

   

 

   

 

 

Closing balance

   1,595     1,218     5,825     8,638  
  

 

   

 

   

 

   

 

 

Provisions will fluctuate over time depending on business mix, market mix and technology shifts. Risk assessment in the ongoing business is performed monthly to identify the need for new additions and reversals. Management uses its best judgment to estimate provisions based on this assessment. InUnder certain circumstances, provisions are no longer required due to outcomes being more favorable than anticipated, which affect the provisions balance as a reversal. In other cases, the outcome can be negative, and if so, a charge is recorded in the income statement.

For 2013,2014, new or additional provisions amounting to SEK 4.72.7 billion were made, and SEK 1.60.9 billion of provisions waswere reversed. The actual cash outlays for 20132014 were SEK 6.03.1 billion compared with the estimated SEK 74.2 billion. The main part of the total cash out for 20132014 was made up of warranty provisions of SEK 0.9 billion, restructuring provisions of SEK 1.2 billion and other provisions of SEK 3.0 billion and restructuring provisions of SEK 2.10.9 billion. The expected total cash outlays in 20142015 are approximately SEK 4.23.2 billion.

Of the total provisions, SEK 222 (211)202 (222) million is classified as non-current. For more information, see Note C1, “Significant accounting policies” and Note C2, “Critical accounting estimates and judgments.”

Warranty provisions

Warranty provisions are based on historic quality rates for established products as well as estimates regarding quality rates for new products and costs to remedy the various types of faults predicted. Provisions amounting to SEK 0.91.0 billion were made and due to more favorable outcomes in certain cases reversals of SEK 0.60.3 billion were made. The actual cash outlays for 20132014 were SEK 0.9 billion, in line with the expected SEK 10.7 billion. The cash outlays of warranty provisions during year 20142015 are estimated to total approximately SEK 0.70.9 billion.

Restructuring provisions

In 20132014, SEK 2.40.7 billion in provisions were made and SEK 0.2 billion were reversed due to a more favorable outcome than expected. The cash outlays were SEK 2.11.2 billion for the full year. Due toyear, in line with the fact that the major part of the cash outlays was related to additional provisions during 2013, it deviated from the estimatedexpected SEK 11.1 billion. The cash outlays for 20142015 for these provisions are estimated to total approximately SEK 1.10.6 billion.

Other provisions

Other provisions include provisions for probable contractual penalties, tax issues, litigations, supplier claims, and other. During 2013,2014, new provisions amounting to SEK 1.31.0 billion were made and SEK 0.70.4 billion were reversed due to a more favorable outcome. The cash outlays were SEK 3.00.9 billion in 20132014 compared to the estimate of SEK 5.42.4 billion. The majority of this stemmed from the utilization of the 2012 ST-Ericsson provision. For 2014,2015, the cash outlays are estimated to total approximately SEK 2.41.7 billion.

Ericsson Annual Report on Form 20-F 20132014

 

C19    INTEREST-BEARING LIABILITIESInterest-bearing liabilities

As of December 31, 2013,2014, the Company’s outstanding interest-bearing liabilities stood at SEK 29.5 (28.7)24.1 (29.5) billion.

Interest-bearing liabilities

 

  2013   2012   2014   2013 

Borrowings, current

        

Current part of non-current borrowings1)

   6,037     3,018     946     6,037  

Other current borrowings

   1,351     1,751     1,335     1,351  
  

 

   

 

   

 

   

 

 

Total current borrowings

   7,388     4,769     2,281     7,388  
  

 

   

 

 

Borrowings, non-current

        

Notes and bond loans

   14,522     16,519     14,346     14,522  

Other borrowings, non-current

   7,545     7,379     7,518     7,545  
  

 

   

 

 

Total non-current interest-bearing liabilities

   22,067     23,898     21,864     22,067  
  

 

   

 

   

 

   

 

 

Total interest-bearing liabilities

   29,455     28,667     24,145     29,455  
  

 

   

 

   

 

   

 

 

 

1)Including notes and bond loans of SEK 1,966 (2,671)0 (1.966) million.

To secure long term funding the Company uses notes and bond programs together with bilateral research and development loans. All outstanding notes and bond loans are issued by the Parent Company under its Euro Medium-Term Note (EMTN) program or under its SEC-registeredU.S. Securities and Exchange Commission (SEC) Registered program. Bonds issued at a fixed interest rate are normallycould be swapped to a floating interest rate using interest rate swaps, leavingand normally a maximum of 50% of all outstanding loans are at fixed interest rates. This arrangement resulted in aTotal weighted average interest rate of 4.44% (4.69%cost during the year was 3.45% (3.27%). TheseOutstanding notes and bonds are revalued based on changes in benchmark interest rates according to the fair value hedge methodology stipulated in IAS 39.

In June 2013, the Company repaid the EUR 313 million bond.

In June the Company signed a new USD 2 billion multi-currency revolving credit facility and refinanced its credit facility signed in 2007. The new facility has a tenor of five years, with two extension options of one year each, and the facility serves for general corporate purposes.

In November 2013, the Company made a full drawdown of USD 684 million under the European Investment Bank (EIB) loan facility signed in October 2012. The loan supports the company’s R&D activities to further develop the next generation radio and IP technology that supports mobile broadband build-out globally. The loan will mature in November 2020.

In January 2014, the Company repaid the SEK 4 billion EIB loan with original maturity in July 2015.

In February 2014, the Company repaid the USD 300 million note from the Swedish Export Credit Corporation with original maturity in 2016.

In June 2014, the Company repaid the EUR 220 million note.

In June 2014, the Company exercised the option to extend the maturity of the USD 2 billion multi-currency revolving credit facility with one year to June 2019. One extension option of one year remains.

Notes, bonds, and bilateral loans and committed credits

 

Issued–maturing

  Nominal
amount
   Coupon  Currency   Book value
(SEK m.)
  Maturity date  Unrealized hedge
gain/loss (included in
book value)
 

Notes and bond loans

         

2007-2014

   220     0.594  EUR     1,966    June 27, 20141)  

2007-2017

   500     5.375  EUR     5,0562)   June 27, 2017    –616  

2009-20163)

   300      USD     1,939    June 23, 2016   

2010-20204)

   170      USD     1,112    December 23, 2020   

2012-2022

   1,000     4.125  USD     6,415    May 15, 2022   
       

 

 

   

 

 

 

Total notes and bond loans

        16,488     –616  
       

 

 

   

 

 

 

Bilateral loans

         

2008-20155)

   4,000      SEK     4,000    July 15, 2015   

2012-20196)

   98      USD     632    September 30, 2019   

2012-20216)

   98      USD     634    September 30, 2021   

2013-20207)

   684      USD     4,420    November 6, 2020   
       

 

 

   

Total bilateral loans

        9,686    
       

 

 

   

Issued–maturing

  Nominal
amount
   Coupon  Currency   Book value
(SEK m.)
  Maturity date   Unrealized hedge
gain/loss (included in
book value)
 

Notes and bond loans

          

2007–2017

   500     5.375  EUR     5,2771)   June 27, 2017     –551  

2010–20202)

   170      USD     1,325    December 23, 2020    

2012–2022

   1,000     4.125  USD     7,744    May 15, 2022    
       

 

 

    

 

 

 

Total notes and bond loans

        14,346      –551  

Bilateral loans

          

2012–20193)

   98      USD     763    September 30, 2019    

2012–20214)

   98      USD     764    September 30, 2021    

2013–20205)

   684      USD     5,332    November 6, 2020    
       

 

 

    

Total bilateral loans

        6,859     
       

 

 

    

Committed credit

          

Long-term committed credit facility6)

   2,000      USD     0    June 27, 2019    
       

 

 

    

Total committed credit

        0     
       

 

 

    

 

1)Next contractual repricing date March 27, 2014 (quarterly).
2)Interest rate swaps are designated as fair value hedges.
3)2)Private Placement, Swedish Export Credits Guarantee Board (EKN) / Swedish Export Credit Corporation (SEK).
3)Nordic Investment Bank (NIB), R&D project financing.
4)Private Placement, Swedish Export Credit Corporation (SEK).Nordic Investment Bank (NIB), R&D project financing.
5)European Investment Bank (EIB), R&D project financing. Full prepayment January 15, 2014.
6)Nordic Investment Bank (NIB), R&D project financing.
7)European Investment Bank (EIB), R&D project financing.Multi-currency revolving credit facility. Unutilized. One extension option of one year remains.

Ericsson Annual Report on Form 20-F 20132014

 

C20    FINANCIAL RISK MANAGEMENT AND FINANCIAL INSTRUMENTSFinancial risk management and financial instruments

The Company’s financial risk management is governed by a policy approved by the Board of Directors. The Finance Committee of the Board of Directors is responsible for overseeing the capital structure and financial management of the Company and approving certain matters (such as investments, customer finance commitments, guarantees and borrowing) and continuously monitors the exposure to financial risks.

The Company defines its managed capital as the total Company equity. For the Company, a robust financial position with a strong equity ratio, solid investment grade rating, low leverage and ample liquidity is deemed important. This provides financial flexibility and independence to operate and manage variations in working capital needs as well as to capitalize on business opportunities.

The Company’s overall capital structure should support the financial targets: to grow faster than the market, deliver best-in-class margins and generate a healthy cash flow. The capital structure is managed by balancing equity, debt financing and liquidity in such a way that the Company can secure funding of operations at a reasonable cost of capital. Regular borrowings are complemented with committed credit facilities to give additional flexibility to manage unforeseen funding needs. The Company strives to finance growth, normal capital expenditures and dividends to shareholders by generating sufficient positive cash flows from operating activities.

The Company’s capital objectives are:

 

To maintain an equity ratio above 40%

 

A cash conversion rate above 70%

 

To maintain a positive net cash position

 

To maintain a solid investment grade rating by Moody’s and Standard & Poor’s.

Capital objectives-related information, SEK billion

 

  2013 2012   2014 2013 

Capital

   142    138     145    142  

Equity ratio

   53  50   50  53

Cash conversion

   79  116   84  79

Positive net cash

   37.8    38.5     27.6    37.8  

The Company has a treasury function with the principal role to ensure that appropriate financing is in place through loans and committed credit facilities, actively managing the Company’s liquidity as well as financial assets and liabilities, and managing and controlingcontrolling financial risk exposures in a manner consistent with underlying business risks and financial policies. Hedging activities, cash management and insurance management are largely centralized to the treasury function in Stockholm.

The Company also has a customer finance function with the main objective to find suitable third-party financing solutions for customers and to minimize recourse to the Company. To the extent that customer loans are not provided directly by banks, the Parent Company provides or guarantees vendor credits. The customer finance function monitors the exposure from outstanding vendor credits and credit commitments.

The Company classifies financial risks as:

 

Foreign exchange risk

 

Interest rate risk

 

Credit risk

 

Liquidity and refinancing risk

 

Market price risk in own and other equity instruments.

The Board of Directors has established risk limits for defined exposures to foreign exchange and interest rate risks as well as to political risks in certain countries.

For further information about accounting policies, see Note C1, “Significant accounting policies”.policies.”

Foreign exchange risk

The Company is a global company with sales mainly outside Sweden. Sales and incurred costs are to a large extent denominated in currencies other than SEK and therefore the financial results of the Company are impacted by currency fluctuations.

The Company reports the financial statements in SEK. Movements in exchange rates between currencies that affect these statements are impacting the comparability between periods.

Line items, primarily sales, are impacted by translation exposure incurred when converting foreign entities’ financial statements into SEK. Line items and profitability, such as operating income are impacted by transaction exposure incurred when financial assets and liabilities, primarily, trade receivables and trade payables, are initially recognized and subsequently remeasured due to change in foreign exchange rates.

In theThe table below we presentpresents the net exposure for the foureight largest currencies impact on sales and also net transaction exposure of these currencies on profitability.

Currency exposure, SEK billion

 

Exposure currency

  Sales
translation
exposure
   Sales
transaction
exposure
   Sales net
exposure
   Incurred
cost
transaction
exposure1)
   Net
transaction
exposure
   Sales
translation
exposure
   Sales
transaction
exposure
   Sales net
exposure
   Incurred
cost
transaction
exposure1)
   Net
transaction
exposure
 

USD

   58.2     37.8     96.0     –15.4     22.4     53.5     51.1     104.6     –19.6     31.5  

EUR

   30.4     11.3     41.7     –6.9     4.4     30.5     13.1     43.6     –4.4     8.7  

CNY

   14.2     –0.3     13.9     –2.0     –2.3  

JPY

   11.8     0.0     11.8     5.7     5.7     9.4     0.0     9.4     5.0     5.0  

CNY

   11.8     –0.2     11.6     –7.2     –7.4  

INR

   7.6     0.0     7.6     0.5     0.4  

BRL

   7.1     0.0     7.1     1.4     1.3  

GBP

   7.1     –1.6     5.5     0.8     –0.8  

MXN

   3.8     –4.0     –0.2     1.4     –2.6  

 

1)Transactions in foreign currency - internal sales, internal purchases, external purchases.

Translation exposure

Translation exposure relates to sales and cost incurred in foreign entities when converted into SEK upon consolidation. These exposures cannot be addressed by hedging, but as the income statement is translated using average rate, (average rate gives a good approximation), the impact of volatility in foreign currency rates is reduced.

Transaction exposure

Transaction exposure relates to sales and cost incurred in non-reporting currencies in individual group companies. Foreign exchange risk is as far as possible concentrated in Swedish group companies, primarily Ericsson AB. Sales to foreign subsidiaries are normally denominated in the functional currency of the customers, and so tend to be denominated in USD or another foreign currency. In order to limit the exposure toward exchange rate fluctuations on future revenues and costs, committed and forecasted future sales and purchases in major currencies are hedged with 7% of 12-month forecast monthly. By this way, the Company will have hedged 84% of the next month and 7% of the 12th month of an average forecast of the individual month at any given reporting date. This corresponds to approximately 5–65-6 months of an average forecast.

As disclosed under note C1 Significant Accounting Policies, the Company has as of January 1, 2013, discontinued hedge accounting for newOutstanding derivatives hedging forecasted sales and costs incurred as from this date. This means that outstanding derivatives contracts with transaction date January 1, 2013 or later that are hedging future sales and costs incurred are revalued against “Other operating income and expense”.expense.” The sensitivity in “Other operating income and expense” in relation to this revaluation is dependent on changes in foreign exchange rates, forecasts, seasonality and hedging policy. USD is ourthe Company’s largest exposure and at year-end a 5% change in FX-ratesby 0.25 SEK/USD would

Ericsson Annual Report on Form 20-F 2013

impact profit and loss with approximately SEK 0.60.5 billion. Revaluation results of derivativesthese derivative contracts with transaction date January 1, 2013 or later amounted to SEK 0.5–2 billion in 2013. When hedge accounting was applied revaluation was recognized in OCI until the underlying transaction occurred and then a recycling was made to the related items of the income statements, as disclosed in Note C1.2014.

According to Company policy, transaction exposure in subsidiaries’ balance sheets (i.e., trade receivables and payables and customer finance receivables) should be fully hedged, except for non-tradable currencies.

Foreign exchange exposures in balance sheet items are hedged through offsetting balances or derivatives.

Translation exposure in net assets

The Company has many subsidiaries operating outside Sweden with functional currencies other than SEK. The results and net assets of such companies are exposed to exchange rate fluctuations, which affect the consolidated income statement and balance sheet when translated to SEK. Translation risk related to forecasted results from foreign operations cannot be hedged, but net assets can be addressed by hedging.

Translation exposure in foreign subsidiaries is hedged according to the following policy established by the Board of Directors:

Translation risk related to net assets in foreign subsidiaries is hedged up to 20% in selected companies. The translation differences reported in Other comprehensive income during 2013 were negative, SEK –1.7 (–3.9) billion, including hedging gain/loss of SEK 0.0 (0.0) billion.

Interest rate risk

The Company is exposed to interest rate risk through market value fluctuations in certain balance sheet items and through changes in interest revenues and expenses. The net cash position was SEK 37.8 (38.5)27.6 (37.8) billion

Ericsson Annual Report on Form 20-F 2014

at the end of 2013,2014, consisting of cash, cash equivalents and short-term investments of SEK 77.1 (76.7)72.2 (77.1) billion and interest-bearing liabilities and post-employment benefits of SEK 39.3 (38.2)44.5 (39.3) billion.

The Company manages the interest rate risk by i) matching fixed and floating interest rates in interest-bearing balance sheet items and ii) avoiding significant fixed interest rate exposure in the Company’s net cash position. The policy is that interest-bearing assets shall have an average interest duration of between 10 and 14 months, taking derivative instruments into consideration. Interest-bearing liabilities do not have a firm target for the duration, nor a firm target for fixed/floating interest rate, as duration and interest mix are decided based on market conditions when the liabilities are issued. Group Treasury has a mandate to deviate from the asset management benchmark given by the Board and take foreign exchange positions up to an aggregated risk of VaR of SEK 45 million given a confidence level of 99% and a 1-day horizon.

Interest duration, SEK billion

 

  < 3M   3-12M   1-3Y   3-5Y   >5Y   Total   < 3M   3–12M   1–3Y   3–5Y   >5Y   Total 

Interest-bearing trading

   –8.7     10.9     0.5     –2.4     –0.3     0.0     –2.0     0.2     2.1     0.0     –0.3     0  

Interest-bearing assets

   65.1     –0.3     7.8     2.1     2.4     77.1     36.5     7.2     9.9     20.6     –2.0     72.2  

Interest-bearing liabilities

   –10.5     –6.8     0.0     –4.4     –7.8     –29.5     –31.7     0.0     –4.7     –0.6     –7.5     –44.5  

When managing the interest rate exposure, the Company uses derivative instruments, such as interest rate swaps. Derivative instruments used for converting fixed rate debt into floating rate debt are designated as fair value hedges.

Fair value hedgesOutstanding derivatives

The purpose of fair value hedges is to hedge the variability in the fair value of fixed-rate debt (issued bonds) from changes in the relevant benchmark yield curve for its entire term by converting fixed interest payments to a floating rate (e.g. STIBOR or LIBOR) by using interest rate swaps (IRS). The credit risk/spread is not hedged.

The fixed leg of the IRS is matched against the cash flows of the hedged bond. Hereby the fixed-rate bond/debt is converted into a floating-rate debt in accordance with the policy.

Outstanding derivatives1)

 

  2013   2012   2014   2013 

Fair value

  Asset Liability   Asset Liability   Asset Liability   Asset Liability 

Currency derivatives

            

Maturity within 3 months

   512    158     976    60     221    –1,132     512    158  

Maturity between 3 and 12 months

   293    9     611    10     90    –933     293    9  

Maturity between 1 and 3 years

   8    0     4    —       —      —       8    —    
  

 

  

 

   

 

  

 

   

 

  

 

   

 

  

 

 

Total

   813    167     1,591    70     311    –2,065     813    167  

Of which designated in cashflow hedge relations

   —      —       816    6  

Of which designated in cash flow hedge relations

   —      —       —      —    

Of which designated in net investment hedge relations

   —      —       —      —       —      —       —      —    
  

 

  

 

   

 

  

 

 

Interest rate derivatives

            

Maturity within 3 months

   —      —       —      —       —      –5     —      —    

Maturity between 3 and 12 months

   186    269     487    285     72    –896     186    269  

Maturity between 1 and 3 years

   382    688     565    681     937    –656     382    688  

Maturity between 3 and 5 years

   663    163     1,212    739     85    –285     663    163  

Maturity of more than 5 years

   101    36     38    —       146    –211     101    36  
  

 

  

 

   

 

  

 

   

 

  

 

   

 

  

 

 

Total

   1,3322)   1,156     2,3022)   1,705     1,2402)   –2,053     1,3322)   1,156  

Of which designated in fair value hedge relations

   724    —       969    —       669    —       724    —    
  

 

  

 

   

 

  

 

 

 

1)Some of the derivatives hedging non-current liabilities are recognized in the balance sheet as non-current derivatives due to hedge accounting.
2)Of which SEK 613 (825)551 (613) million is reported as non-current assets.

Sensitivity analysis

The Company uses the VaR methodology to measure foreign exchange and interest rate risks in portfolios managed by the Treasury. This statistical method expresses the maximum potential loss that can arise with a certain degree of probability during a certain period of time. For the VaR measurement, the Company has chosen a probability level of 99% and a 1-day time horizon. The daily VaR measurement uses market volatilities and correlations based on historical daily data (one year).

The average VaR calculated for 20132014 was SEK 16.3 (9.8)12.2 (16.3) million for the combined mandates. No VaR-limits were exceeded during 2013.2014.

Financial credit risk

Financial instruments carry an element of risk in that counterparts may be unable to fulfill their payment obligations. This exposure arises in the investments in cash, cash equivalents, short-term investments and from derivative positions with positive unrealized results against banks and other counterparties.

The Company mitigates these risks by investing cash primarily in well-rated securities such as treasury bills, government bonds, commercial papers, and mortgage-covered bonds with short-term ratings of at least A-2/P-2 or equivalents, and long-term ratings of AAA. Separate credit limits are assigned to each counterpart in order to minimize risk concentration. All derivative transactions are covered by ISDA netting agreements to reduce the credit risk. No credit losses were incurred during 2013, SEK 0.0 (0.0) billion, neither on external investments nor on derivative positions.

Ericsson Annual Report on Form 20-F 2013

At December 31, 2013,2014, the credit risk in financial cash instruments was equal to the instruments’ carrying value. Credit exposure in derivative instruments was SEK 2.1 (3.9)1.6 (2.1) billion.

Liquidity risk

The Company minimizes the liquidity risk by maintaining a sufficient net cash position, centralized cash management, investments in highly liquid interest-bearing securities, and by having sufficient committed credit lines in place to meet potential funding needs. For information about contractual obligations, please see Note C31, “Contractual obligations.” The current cash position is deemed to satisfy all short-term liquidity requirements as well as non-current borrowings.

Cash, cash equivalents and short-term investments

 

  Remaining time to maturity   Remaining time to maturity     

SEK billion

  < 3
months
   3-12
months
   1–5
years
   >5
years
   Total   < 3
months
   3–12
months
   1–5
years
   >5
years
   Total 

Banks

   37.6     0.3     —       —       37.9     38.2     0.3     0.0     0.0     38.5  

Type of issuer/counterpart

                    

Governments

   0.5     4.1     14.6     3.7     22.9     1.0     5.6     12.3     0.6     19.5  

Corporates

   4.4     —       —       —       4.4     2.9     0.0     0.0     0.0     2.9  

Mortgage institutes

   —       —       11.9     —       11.9     0.0     1.0     10.2     0.1     11.3  

2014

   42.1     6.9     22.5     0.7     72.2  

2013

   42.5     4.4     26.5     3.7     77.1     42.5     4.4     26.5     3.7     77.1  

2012

   47.1     4.8     24.0     0.8     76.7  

The instruments are either classified as held for trading or as assets available-for-sale with maturity less than one year and are therefore short-term investments. Cash, cash equivalents and short-term investments are mainly held in SEK unless offset byEUR-funding.

Ericsson Annual Report on Form 20-F 2014

Refinancing risk

Refinancing risk is the risk that the Company is unable to refinance outstanding debt under reasonable terms and conditions, or at all, at a given point in time.

Repayment schedule of non-current borrowings1)

Nominal amount (SEK billion)

  Current
maturities
of long-
term debt
   Notes and
bonds
(non-current)
   Liabilities
to financial
institutions

(non-current)
   Total 

2014

   6.0     —       —       6.0  

2015

   —       —       0.8     0.8  

2016

   —       2.0     0.0     2.0  

2017

   —       4.4     0.0     4.4  

2018

   —       —       —       —    

2019

   —       —       0.6     0.6  

2020

   —       1.1     4.4     5.5  

2021

   —       —       0.6     0.6  

2022

   —       6.4     —       6.4  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

   6.0     13.9     6.4     26.3  
  

 

 

   

 

 

   

 

 

   

 

 

 

1)Excluding finance leases reported in Note C27, “Leasing.”

Debt financing is mainly carried out through borrowing in the Swedish and international debt capital markets.

Bank financing is used for certain subsidiary funding and to obtain committed credit facilities.

Funding programs1)

 

  Amount   Utilized Unutilized   Amount Utilized   Unutilized 

Euro Medium-Term Note program (USD million)

   5,000     1,462    3,538     5,000    778     4,223  

SEC Registered program (USD million)

   —       1,0002)   —           2)   1,000     —    

Long-term Committed Credit facility (USD million)

   2,000     —      2,000  

Indian Commercial Paper program (INR million)

   5,000     —      5,000  

 

1)There are no financial covenants related to these programs.
2)Program amount indeterminate.

Fair valuation of the Company’s financial instruments

The Company’s financial instruments accounted for at fair value generally meet the requirements of level 1 valuation due to the fact that they are based on quoted prices in active markets for identical assets.

Exceptions to this relates to:

 

OTC derivatives with an amount of gross SEK 5.22.9 (5.2) billion in relation to assets and gross SEK 4.45.5 (4.4) billion in relation to liabilities were valued based on references to other market data as currency or interest rates. These valuations fall under level 2 valuation as defined by IFRS.

 

Ownership in other companies where the Company neither has control nor significant influence. The amount recognized in these cases was SEK 0.5 (0.4)(0.5) billion. These assets, classified as level 3 assets for valuation purposes, have been valued based on value in use technique.

Financial instruments carried at other than fair value

The fair value of the Company’s financial instruments, recognized at fair value, is determined based on quoted market prices or rates. In the following tables, carrying amounts and fair values of financial instruments that are carried in the financial statements at sums other than fair values are presented. Assets valued at fair value through profit or loss showed a net gain of SEK 1.2 billion. For further information about valuation principles, see Note C1, “Significant accounting policies.”

Financial instruments, carried at other than fair value1)

   Book value   Fair value 

SEK billion

  2013   2012   2013   2012 

Current part of non-current borrowings

   6.0     3.0     6.0     3.0  

Notes and bond loans

   14.5     16.5     14.7     17.0  

Other borrowings non-current

   7.5     7.4     7.6     7.6  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

   28.0     26.9     28.3     27.6  
  

 

 

   

 

 

   

 

 

   

 

 

 

1)Excluding finance leases reported in Note C27, “Leasing.”

Financial instruments excluded from the tables, such as trade receivables, borrowings and payables, are carried at amortized cost which is deemed to be equal to fair value. When a market price is not readily available and there is insignificant interest rate exposure and credit spreads affecting the value, the carrying value is considered to represent a reasonable estimate of fair value.

Market price risk in own shares and other listed equity investments

Risk related to ourthe Company’s own share price

The Company is exposed to fluctuations in its own share price through stock purchase plans for employees and synthetic share-based compensations to the Board of Directors.

Ericsson Annual Report on Form 20-F 2013

Directors

Stock purchase plans for employees

The obligation to deliver shares under the stock purchase plan is covered by holding Ericsson Class B shares as treasury stock. A change in the share price will result in a change in social security charges, which represents a risk to the income statement. The cash flow exposure is fully hedged through the holding of Ericsson Class B shares as treasury stock to be sold to generate funds, which also cover social security payments.

Synthetic share-based compensations to the Board of Directors

In the case of these plans, the Company is exposed to risks in relation to own share price, both with regards to compensation expenses and social security charges. The obligation to pay compensation amounts under the synthetic share-based compensations to the Board of Directors is covered by a liability in the balance sheet.

For further information about the stock purchase plan and synthetic share-based compensations to the Board of Directors, see note C28, “Information regarding members of the Board of Directors, the Group management and employees.”

Offsetting financial assets and liabilities

As required by IFRS, the Company has off set financial instruments under ISDA agreements. The related assets amounted to SEK 5.22.9 (5.2) billion, prior to offsetting of SEK 3.11.4 (3.1) billion, with a net amount of SEK 2.11.5 (2.1) billion recognized in the balance sheet. The related liabilities amounted to SEK 4.45.5 (4.4) billion, prior to offsetting of SEK 3.11.4 (3.1) billion, with a net amount of SEK 1.34.1 (1.3) billion recognized in the balance sheet.

Financial instruments, book value

 

SEK billion

  Customer
finance
   Trade
receivables
   Short-
term
invest-
ments
   Cash
equiva-
lents
   Borrowings   Trade
payables
   Other
financial
assets
   Other
current
receiv-
ables
   Other
current
liabilities
   2013   2012   Customer
finance
   Trade
receivables
   Short-
term
invest-

ments
   Cash
equiva-

lents
   Borrowings   Trade
payables
   Other
financial
assets
   Other
current
receiv-

ables
   Other
current
liabilities
   2014   2013 

Note

   C14     C14         C19     C22     C12     C15     C21         C14     C14         C19     C22     C12     C15     C21      

Assets at fair value through profit or loss

   —       —       35.0     11.1     —       —       0.6     1.5     –1.3     46.9     46.3     —       —       31.2     8.9     —       —       0.6     1.0     –4.1     37.6     46.9  

Loans and receivables

   3.4     71.0     —       2.4     —       —       5.1     —       —       81.9     74.3     4.2     77.9     —       2.4     —       —       5.3     —       —       89.8     81.9  

Financial liabilities at amortized cost

   —       —       —       —       –29.5     –20.5     —       —       —       –50.0     –51.8     —       —       —       —       –24.1     –24.5     —       —       —       –48.6     –50.0  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

   3.4     71.0     35.0     13.5     –29.5     –20.5     5.7     1.5     –1.3     78.8     68.8     4.2     77.9     31.2     11.3     –24.1     –24.5     5.9     1.0     –4.1     78.8     78.8  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Ericsson Annual Report on Form 20-F 2014

C21    OTHER CURRENT LIABILITIESOther current liabilities

Other current liabilities

 

  2013   2012   2014   2013 

Income tax liabilities

   2,805     3,878     3,225     2,805  

Advances from customers

   5,471     4,754     10,076     5,471  

Liabilities to associated companies and joint ventures

   —       —    

Accrued interest

   208     259     212     208  

Accrued expenses, of which

   32,810     32,353  

Employee-related

   11,532     11,166  

Supplier-related

   11,478     11,440  

Other1)

   9,800     9,747  

Accrued expenses

   35,805     32,810  

Of which employee-related

   13,762     11,532  

Of which supplier-related

   13,863     11,478  

Of which other1)

   8,180     9,800  

Deferred revenues

   9,887     11,658     11,057     9,887  

Derivatives with a negative value2)

   1,323     1,775     4,118     1,323  

Other3)

   5,810     6,431     5,352     5,810  
  

 

   

 

   

 

   

 

 

Total

   58,314     61,108     69,845     58,314  
  

 

   

 

   

 

   

 

 

 

1)Major balance relates to accrued expenses for customer projects.
2)See Note C20, “Financial risk management and financial instruments.”
3)Includes items such as VAT and withholding tax payables and other payroll deductions, and liabilities for goods received where the related invoice has not yet been received.

C22    TRADE PAYABLESTrade payables

Trade payables

 

      2013           2012       2014   2013 

Payables to associated companies and joint ventures

   333     81  

Payables to associated companies

   288     333  

Other

   20,169     23,019     24,185     20,169  
  

 

   

 

   

 

   

 

 

Total

   20,502     23,100     24,473     20,502  
  

 

   

 

   

 

   

 

 

C23    ASSETS PLEDGED AS COLLATERALAssets pledged as collateral

Assets pledged as collateral

 

      2013           2012       2014   2013 

Chattel mortgages1)

   2,177     185     2,222     2,177  

Bank deposits

   379     335     303     379  
  

 

   

 

   

 

   

 

 

Total

   2,556     520     2,525     2,556  
  

 

   

 

   

 

   

 

 

 

1)See also Note C17, “Post-Employment benefits”.benefits.”

Ericsson Annual Report on Form 20-F 2013

C24    CONTINGENT LIABILITIESContingent liabilities

Contingent liabilities

 

      2013           2012       2014   2013 

Contingent liabilities

   657     613     737     657  
  

 

   

 

   

 

   

 

 

Total

   657     613     737     657  
  

 

   

 

   

 

   

 

 

Contingent liabilities assumed by Ericsson include guarantees of loans to other companies of SEK 23 (24)25 (23) million. Ericsson has SEK 37 (59)33 (37) million issued to guarantee the performance of a third party.

All ongoing legal and tax proceedings have been evaluated, their potential economic outflows and probability estimated and necessary provisions made. In Note C2, “Critical Accounting Estimates and Judgments,Judgments.” further disclosure is presented in relation to (i) key sources of estimation uncertainty and (ii) the decision made in relation to accounting policies applied.

Financial guarantees for third parties amounted to SEK 116 (286)81 (116) million as of December 31, 2013.2014. The maturity date for the majority of the issued guarantees occurs in 20142018 at the latest.

C25    STATEMENT OF CASH FLOWSStatement of cash flows

Interest paid in 20132014 was SEK 1,120 million (SEK 1,233 million (SEKin 2013 and SEK 1,650 million in 2012 and SEK 1,422 million in 2011)2012) and interest received in 20132014 was SEK 1,369 million (SEK 1,266 million (SEKin 2013 and SEK 1,883 million in 2012 and SEK 2,632 million in 2011)2012). Taxes paid, including withholding tax, were SEK 6,114 million in 2014 (SEK 6,537 million in 2013 (SEKand SEK 5,750 million in 2012 and SEK 4,393 million in 2011)2012).

Cash and cash equivalents includesinclude cash of SEK 28,618 (30,358)29,650 (28,618) million and temporary investments of SEK 13,477 (14,324)11,338 (13,477) million. For more information regarding the disposition of cash and cash equivalents and unutilized credit commitments, see Note C20, “Financial risk management and financial instruments.”

Cash and cash equivalents as of December 31, 2013,2014, include SEK 4.95.4 billion (3.8)(4.9) in countries where there exist significant cross-border conversion restrictions due to hard currency shortage or strict government controls. This amount is therefore not considered available for general use by the Parent Company. These restrictions have not had, and are not expected to have, significant impact

Ericsson Annual Report on the Company’s ability to meet its cash obligations.Form 20-F 2014

Adjustments to reconcile net income to cash

 

   2013   2012   2011 

Property, plant and equipment

      

Depreciation

   4,227     4,052     3,499  

Impairment losses/reversals of impairments

   –18     –40     47  

Total

   4,209     4,012     3,546  
  

 

 

   

 

 

   

 

 

 

Intangible assets

      

Amortization

      

Capitalized development expenses

   1,407     1,058     995  

Intellectual Property Rights, brands and other intangible assets

   4,521     4,436     4,470  
  

 

 

   

 

 

   

 

 

 

Total amortization

   5,928     5,494     5,465  

Impairments

      

Capitalized development expenses

   —       266     7  

Intellectual Property Rights, brands and other intangible assets

   —       117     18  
  

 

 

   

 

 

   

 

 

 

Total

   5,928     5,877     5,490  
  

 

 

   

 

 

   

 

 

 

Total depreciation, amortization and impairment losses on property, plant and equipment and intangible assets

   10,137     9,889     9,036  
  

 

 

   

 

 

   

 

 

 

Taxes

   –1,323     –1,140     1,994  

Dividends from joint ventures/associated companies1)

   128     133     177  

Undistributed earnings in joint ventures/associated companies1)

   130     11,636     3,533  

Gains/losses on sales of investments and operations, intangible assets and PP&E, net2)

   976     –8,087     –159  

Other non-cash items3)

   –220     646     –1,968  
  

 

 

   

 

 

   

 

 

 

Total adjustments to reconcile net income to cash

   9,828     13,077     12,613  
  

 

 

   

 

 

   

 

 

 

   2014   2013   2012 

Property, plant and equipment

      

Depreciation

   4,329     4,227     4,052  

Impairment losses/reversals of impairments

   –13     –18     –40  
  

 

 

   

 

 

   

 

 

 

Total

   4,316     4,209��    4,012  

Intangible assets

      

Amortization

      

Capitalized development expenses

   1,270     1,407     1,058  

Intellectual Property Rights, brands and other intangible assets

   4,328     4,521     4,436  
  

 

 

   

 

 

   

 

 

 

Total amortization

   5,598     5,928     5,494  

Impairments

      

Capitalized development expenses

   31     —       266  

Intellectual Property Rights, brands and other intangible assets

     —       117  
  

 

 

   

 

 

   

 

 

 

Total

   5,629     5,928     5,877  
  

 

 

   

 

 

   

 

 

 

Total depreciation, amortization and impairment losses on property, plant and equipment and intangible assets

   9,945     10,137     9,889  

Taxes

   –1,235     –1,323     –1,140  

Dividends from joint ventures/associated companies1)

   249     128     133  

Undistributed earnings in joint ventures/associated companies1)

   56     130     11,636  

Gains/losses on sales of investments and operations, intangible assets and PP&E, net2)

   128     976     –8,087  

Other non-cash items3)

   2,057     –220     646  
  

 

 

   

 

 

   

 

 

 

Total adjustments to reconcile net income to cash

   11,200     9,828     13,077  
  

 

 

   

 

 

   

 

 

 

 

1)See Note C12, “Financial assets, non-current.”
2)See Note C26, “Business combinations.”
3)Refers mainly to unrealized foreign exchange, gains/losses on financial instruments.

Acquisitions/divestments of subsidiaries and other operations

 

  Acquisitions   Divestments   Acquisitions   Divestments 

2014

    

Cash flow from business combinations1)

   –4,410     42  

Acquisitions/divestments of other investments

   –32     6  
  

 

   

 

 

Total

   –4,442     48  

2013

        

Cash flow from business combinations1)

   –3,054     448     –3,054     448  

Acquisitions/divestments of other investments

   –93     17     –93     17  
  

 

   

 

   

 

   

 

 

Total

   –3,147     465     –3,147     465  
  

 

   

 

 

2012

        

Cash flow from business combinations1)

   –11,575     9,502     –11,575     9,502  

Acquisitions/divestments of other investments

   46     –50     46     –50  
  

 

   

 

   

 

   

 

 

Total

   –11,529     9,452     –11,529     9,452  
  

 

   

 

   

 

   

 

 

2011

    

Cash flow from business combinations1)

   –1,232     –28  

Acquisitions/divestments of other investments

   –1,949     81  
  

 

   

 

 

Total

   –3,181     53  
  

 

   

 

 

 

1)Also seeSee also Note C26, “Business combinations.”

Ericsson Annual Report on Form 20-F 2013

C26    BUSINESS COMBINATIONSBusiness combinations

Acquisitions and divestments

Acquisitions

Acquisitions 2011–20132012–2014

 

  2013   2012 2011   2014   2013   2012 

Total consideration, including cash

   3,176     12,5641)   1,162     4,767     3,176     12,5641) 
  

 

   

 

  

 

 

Acquisition-related costs2)

   101     150    77     50     101     150  
  

 

   

 

  

 

 

Net assets acquired

           

Cash and cash equivalents

   223     1,139    7     407     223     1,139  

Property, plant and equipment

   597     480    259     427     597     480  

Intangible assets

   1,551     6,672    382     2,540     1,551     6,672  

Investments in joint ventures and associated companies

   —       —      120     —       —       —    

Other assets

   850     2,105    140     817     850     2,105  

Provisions, including post-employment benefits

   –463     714    –23     –288     –463     714  

Other liabilities

   –1,705     –3,214    –37     –1,150     –1,705     –3,214  
  

 

   

 

  

 

   

 

   

 

   

 

 

Total identifiable net assets

   1,053     7,896    848     2,753     1,053     7,896  

Operating expenses

   410     —      —       —       410     —    

Non-controlling interest

   67     375    54     —       67     375  

Goodwill

   1,646     4,293    260     2,014     1,646     4,293  
  

 

   

 

  

 

   

 

   

 

   

 

 

Total

   3,176     12,564    1,162     4,767     3,176     12,564  
  

 

   

 

  

 

   

 

   

 

   

 

 

 

1)The cash transaction includes payment of external loan of SEK 6.2 billion and investment in subsidiary of SEK 2.5 billion.
2)Acquisition-related costs are included in Selling and administrative expenses in the consolidated income statement.

In 2013,2014, Ericsson made acquisitions with a negative cash flow effect amounting to SEK 3,054 (11,575)4,410 (3,054) million. TheseThe acquisitions presented below are not material but the Company gives the information to provide the reader a summarized view of the content of the acquisitions made. The acquisitions consist primarily of:

 

Airvana:Apcera: On September 5, 2013,October 10, 2014, the Company acquired a majority stake of the shares in Apcera, a U.S.- based enterprise services company and creator of Continuum™- a next-generation platform as-a-service (PaaS). The move strengthens Ericsson’s position in the cloud market by extending the company’s network approach into operator and enterprise cloud. The amounts recognized in the financial statements for the business combination are preliminary.

Azuki: On February 14, 2014, the Company acquired 100% of the shares in Airvana Network SolutionsMassachusetts-based Azuki Systems, Inc. Airvana Network Solutions is, a Massachusetts-based companyprovider of TV Anywhere delivery platforms for service providers, content owners and supplierbroadcasters. Azuki Systems extends Ericsson’s leading TV and media portfolio which includes the recent addition of EVDO software to Ericsson. EVDO software enables data transmission inMediaroom from Microsoft. Through the acquisition, Ericsson will accelerate the availability of new and compelling viewing experiences across a CDMA wireless networkvariety of devices and is an important part of the CDMA ecosystem. A one-time chargescreens. In addition, Ericsson will gain additional key functionality related to the deployment of TV Anywhere services, including adaptive bit rate and content protection technologies. The amounts recognized in the financial statements for the business combination are final.

Fabrix: On October 8, 2014, the Company acquired 100% of the shares in Fabrix Systems, a leading provider of cloud storage, computing and network delivery for video applications that today power some of the most advanced cable and telecom cloud DVR deployments. Fabrix Systems further extends Ericsson’s leading TV and media portfolio with a cloud based scale out storage and computing platform focused on providing a simple, tightly integrated solution optimized for media storage, processing and delivery applications such as cloud DVR and video-on-demand (VOD) expansion. The approach takes advantage of the latest advances in clustered storage; grid computing; virtualization and video processing technologies enabling a wide range of applications. The amounts recognized in the financial statements for the business combination are preliminary.

Ericsson Annual Report on Form 20-F 2014

MetraTech: On September 15, 2014, the Company acquired assets from US-based MetraTech Corp., a provider of metadata-based billing, commerce and settlement solutions uniquely adaptable to multiple business models and industries. The acquisition impactedincludes all 140 employees and contractors comprising a team of highly-skilled software experts. It will further build upon Ericsson’s expertise in billing and expands its geographic presence in the operating expenses negatively by SEK –0.4 billion. Balances to facilitateUS. The deal was structured as an asset deal. The amounts recognized in the Purchase price allocationfinancial statements for the business combination are preliminary.

 

Devoteam:Red Bee Media: On April 30, 2013,May 9, 2014, the Company acquired Devoteam’s Telecom & Media operations in France. The transaction was structured as a stock purchase, where 100% of the shares in Red Bee Media, a leading media services company holding Devoteam’s Telecom &headquartered in the UK. Ericsson looks forward to working with Red Bee Media’s extensive list of high-profile broadcast services customers, including the BBC, BSkyB, BT Sport, Canal Digital, Channel 4, EE, UKTV, UPC, Virgin Media, and many more. In addition, Ericsson has gained 1,500 highly skilled employees as well as media services and operations were acquired. Acquiringfacilities in the activities of Devoteam adds unique expertiseUK, France, Germany, Spain and Australia. This will further strengthen Ericsson’s broadcast services business. The amounts recognized in complex, strategic and technical consulting engagements that will enable us to immediately enhance the value that we bring to our customers. Balances to facilitatefinancial statements for the Purchase price allocationbusiness combination are final.

Mediaroom: On September 5, 2013, the Company acquired the TV solution Mediaroom business from Microsoft in an asset deal. Mediaroom is the leading platform for video distribution deployed with the world’s largest IPTV operators. This strategic acquisition positions Ericsson as an industry leader thanks to the skills and experiences of the talented people of Mediaroom combined with Ericsson’s end-to-end service capabilities. Balances to facilitate the Purchase price allocation are preliminary.

Modems:On August 5, 2013 Ericsson and STMicroelectronics announced the closing of the transaction for the split up of ST-Ericsson. This follows the announcement the companies made on March 18, 2013 on the chosen strategic option for the future of the joint venture. Effective August 2, 2013 Ericsson has taken on the design, development and sales of the LTE multimode thin modem solutions, including 2G, 3G and 4G interoperability. In total, approximately 1,800 employees and contractors have joined Ericsson. Balances to facilitate the Purchase price allocation are preliminary.

Telcocell: On September 2, 2013, the Company acquired assets from Telcocell, a Canadian consulting and systems integration company specializing in Business Support Systems (BSS). The acquisition complements Ericsson’s consulting and systems integration offering to telecom and cable customers in North America, Western Europe and Latin America. Balances to facilitate the Purchase price allocation are preliminary.

In order to finalize a Purchasepurchase price allocation all relevant information needs to be gathered.in place. Examples of such information includeare final consideration and final opening balances. Balancesbalances, which may remain preliminary for up to a yearperiod of time due to for example adjustments of working capital, adjustments, tax items or decisions from local authorities.

Divestments

Divestments 2011–20132012–2014

 

  2013   2012   2011   2014   2013   2012 

Proceeds

   655     9,502     –39     42     655     9,502  

Net assets disposed of

            

Property, plant and equipment

   297     —       1     —       297     —    

Investments in joint ventures and associated companies

   —       1,353     10     32     —       1,353  

Other assets

   1,326     296     38     46     1,326     296  

Other liabilities

   –127     –483     –224     —       –127     –483  
  

 

   

 

   

 

   

 

   

 

   

 

 
   1,496     1,166     –175     78     1,496     1,166  

Net gains/losses from divestments

   –841     8,336     158     –36     –841     8,336  

Less Cash and cash equivalents

   –207     —       –11     —       –207     —    
  

 

   

 

   

 

   

 

   

 

   

 

 

Cash flow effect

   448     9,502     –28     42     448     9,502  
  

 

   

 

   

 

   

 

   

 

   

 

 

In 2013,2014, the Company made some minor divestments with a cash flow effect amounting to SEK 448 (9,502)42 (448) million.

Power cables operation: On May 3, 2013, Ericsson announced an agreement with the Danish company NKT Cables to divest its power cables operation. As a result of the agreement approximately 320 employees and consultants were transferred to NKT Cables. The transaction was closed on July 1, 2013 and resulted in a loss of SEK –0.1 billion.

Applied Communication Sciences (ACS): On May 15, 2013, Ericsson completed the sale of ACS, the former research and engineering arm of Telcordia Technologies. It resulted in a loss of SEK –0.3 billion.

Ericsson’s telecom cable business in Hudiksvall: On December 1, 2013, Ericsson finalized the divestment of its telecom cable business in Hudiksvall, Sweden, to Hexatronic. The transaction resulted in a loss of SEK –0.5 billion. The divestment was made as a business transfer and the new company within the Hexatronic Group will be named Hexatronic Cables & Interconnect Systems AB. 85 former Ericsson employees were transferred to Hexatronic.

Ericsson Annual Report on Form 20-F 2013

Acquisitions 2011–20132012–2014

 

Company

  

Description

  

Transaction
date

Apcera

The acquisition of a majority stake in Apcera strengthens Ericsson’s position in enterprise cloud.Oct 2014

Fabrix

The acquisition of Fabrix Systems extends Ericsson’s overall leadership position in TV & Media.Oct 2014

MetraTech

The acquisition of MetraTech accelerates Ericsson’s cloud and enterprise billing capabilities within BSS.Sep 2014

Red Bee Media

A leading media services company headquartered in the UK with an extensive list of high-profile broadcast services customers.May 2014

Azuki

A provider of TV Anywhere delivery platforms for service providers, content owners and broadcasters.Feb 2014

Airvana

  A Massachusetts-based company and supplier of EVDO software to Ericsson.  

Sep 2013

Mediaroom

  The leading platform for video distribution deployed with the world’s largest IPTV operators.  

Sep 2013

Telcocell

  A consulting and systems integration company specializing in Business Support Systems (BSS).  

Sep 2013

Modems

  Ericsson has taken on the design, development and sales of the LTE multimode thin modem solutions, including 2G, 3G and 4G interoperability.  

Aug 2013

Devoteam

  A leader in Information and Communications Technology consulting with 5,000 employees in Europe, the Middle East and Africa.  

Apr 2013

ConceptWave

  A Canadian OSS/OSS and BSS company. The purchase price was CAD 55 million.  

Sep 2012

Technicolor

  A technology company in the media and entertainment sector. The purchase price was EUR 20 million.  

Jul 2012

BelAir

  A telecom-grade Wi-Fi company based in Canada. The purchase price was USD 250 million.  

Apr 2012

Ericsson-LG

  Increase of ownership from 50% plus one share, to 75%.  

Mar 2012

Telcordia

  A US company developing software and services for OSS/OSS and BSS. The purchase price was USD 1.15 billion.  

Jan 2012

GDNT

An asset purchase agreement of certain assets. Enhances the Company’s existing R&D, manufacturing and services capabilities in the China region. The purchase price was RMB 357 million.

May, 2011

Nortel Multiservice Switch business (MSS)

An asset purchase agreement to acquire certain assets of Nortel’s MSS. The purchase price was USD 53 million.Mar, 2011

Divestments 2011–20132012–2014

 

Company

  

Description

  

Transaction
date

Telecom cable business

  Divestment of the telecom cable business in Hudiksvall, Sweden, to Hexatronic. It resulted in a loss of SEK –0.5 billion.  Dec 2013

Power cables operation

  Divestment of the power cables operation to NKT Cables. The transaction resulted in a loss of SEK –0.1 billion.  Jul 2013

Applied Communication Sciences

  Sale of Applied Communication Sciences (ACS), the former research and engineering arm of Telcordia Technologies. This resulted in a loss of SEK –0.3 billion.  May 2013

IPX

  Sale of IPX to Gemalto, with a positive cash flow effect of SEK 260 million.  Sep 2012

EDA 1500 GPON

  Capital asset sale of EDA 1500 GPON portfolio with a positive cash flow effect of SEK 80 million.  Aug 2012

Sony Ericsson

  Sale of the Company’s share in Sony Ericsson (50%) to Sony, with a positive cash flow effect of SEK 9.1 billion.  Feb 2012

Ericsson Annual Report on Form 20-F 20132014

 

C27    LEASINGLeasing

Leasing with the Company as lessee

Assets under finance leases, recorded as property, plant and equipment, consist of:

Finance leases

 

  2013   2012   2014   2013 

Cost

        

Real estate

   1,774     1,538     650     1,774  

Machinery

   3     3     —       3  
  

 

   

 

   

 

   

 

 
   1,777     1,541     650     1,777  
  

 

   

 

 

Accumulated depreciation

        

Real estate

   –610     –601     –212     –610  

Machinery

   –3     –3     —       –3  
  

 

   

 

 
   –613     –604    

 

   

 

 
  

 

   

 

    –212     –613  

Accumulated impairment losses

        

Real estate

   –25     –35     —       –25  
   –25     –35    

 

   

 

 
  

 

   

 

    —       –25  
  

 

   

 

 

Net carrying value

   1,139     902     438     1,139  
  

 

   

 

   

 

   

 

 

As of December 31, 2013,2014, future minimum lease payment obligations were distributed as follows:

Future minimum lease payment obligations

 

  Finance
leases
   Operating
leases
   Finance
leases
   Operating
leases
 

2014

   109     2,089  

2015

   109     1,766     71     2,352  

2016

   109     1,425     69     1,931  

2017

   108     881     68     1,355  

2018

   101     626     67     1,035  

2019 and later

   720     2,406  

2019

   67     878  

2020 and later

   516     3,924  
  

 

   

 

   

 

   

 

 

Total

   1,256     9,193     858     11,475  
  

 

   

 

 

Future finance charges1)

   –291     n/a     –256     n/a  
  

 

   

 

   

 

   

 

 

Present value of finance lease liabilities

   965     9,193     602     n/a  
  

 

   

 

   

 

   

 

 

 

1)Average effective interest rate on lease payables is 5.25%8.20%.

Expenses in 20132014 for leasing of assets were SEK 2,517 (3,172)2,662 (2,517) million, of which variable expenses comprised SEK 18 (20)19 (18) million. The leasing contracts vary in length from 1 to 1724 years.

The Company’s lease agreements normally do not include any contingent rents. In the few cases they occur, they relate to charges for heating linked to the oil price index. Most of the leases of real estate contain terms of renewal, giving the Company the right to prolong the agreement in question for a predefined period of time. All of the finance leases of facilities contain purchase options. Only a very limited number of the Company’s lease agreements contain restrictions on stockholders’ equity or other means of finance. The major agreement contains a restriction stating that the Parent Company must maintain a stockholders’ equity of at least SEK 25 billion.

Leases with the Company as lessor

Leasing income relates to subleasing of real estate as well as equipment provided to customers under leasing arrangements. These leasing contracts vary in length from 1 to 1117 years.

At December 31, 2013,2014, future minimum payment receivables were distributed as follows:

Future minimum payment receivables

 

  Finance
leases
   Operating
leases
   Finance
leases
   Operating
leases
 

2014

   27     112  

2015

   24     90     26     30  

2016

   2     23     27     16  

2017

   2     6     1     15  

2018

   —       4     1     6  

2019 and later

   —       1  

2019

   —       0  

2020 and later

   —       2  
  

 

   

 

   

 

   

 

 

Total

   55     236     55     69  
  

 

   

 

 

Unearned financial income

   n/a     n/a     n/a     n/a  

Uncollectible lease payments

   n/a     n/a     n/a     n/a  
  

 

   

 

   

 

   

 

 

Net investments in financial leases

   n/a     n/a     n/a     n/a  
  

 

   

 

   

 

   

 

 

Leasing income in 20132014 was SEK 165 (236)74 (165) million.

Ericsson Annual Report on Form 20-F 20132014

 

C28    INFORMATION REGARDING MEMBERS OF THE BOARD OF DIRECTORS, THE GROUP MANAGEMENT AND EMPLOYEESInformation regarding members of the Board of Directors, the Group management and employees

Remuneration to the Board of Directors

Remuneration to members of the Board of Directors

 

SEK

 Board fees Number
of synthetic
shares/
portion of
Board fee
 Value at
grant date of
synthetic

shares
allocated in 2013
A
 Number of
previously
allocated
synthetic
shares
outstanding
 Net change
in value

of synthetic
shares1)
B
 Committee
fees
 Total fees
paid in
cash2)
C
 Total
remuneration
2013
(A+B+C)
  Board fees Number
of synthetic
shares/
portion of
Board fee
 Value at
grant date of
synthetic

shares
allocated in 2014
A
 Number of
previously
allocated
synthetic
shares
outstanding
 Net change
in value

of synthetic
shares1)
B
 Committee
fees
 Total fees
paid in
cash2)
C
 Total
remuneration
2014
(A+B+C)
 

Board member

                

Leif Johansson

  3,850,000    0/0  —      —      —      400,000    4,250,0003)   4,250,000    3,975,000    0/0  —      —      —      400,000    4,375,0003)   4,375,000  

Sverker Martin-Löf

  900,000    0/0  —      —      —      175,000    1,075,0004)   1,075,000  

Sverker Martin–Löf

  950,000    0/0  —      —      —      175,000    1,125,0004)   1,125,000  

Jacob Wallenberg

  900,000    2,804/25  224,945    9,246    150,147    175,000    850,000    1,225,092    950,000    2,976/25  237,455    12,050    301,555    175,000    887,500    1,426,510  

Roxanne S. Austin

  900,000    2,804/25  224,945    28,492    716,010    175,000    850,000    1,790,955    950,000    2,976/25  237,455    23,147    673,905    175,000    887,500    1,798,860  

Sir Peter L. Bonfield

  900,000    0/0  —      10,660    259,051    250,000    1,150,000    1,409,051    950,000    0/0  —      7,944    217,687    250,000    1,200,000    1,417,687  

Nora Denzel

  900,000    0/0  —      —      —      —      900,000    900,000    950,000    2,976/25  237,455    —      43,331    —      712,500    993,286  

Börje Ekholm

  900,000    8,414/75  674,996    31,984    762,740    175,000    400,000    1,837,736    950,000    8,929/75  712,445    32,249    941,756    175,000    412,500    2,066,701  

Alexander Izosimov

  900,000    2,804/25  224,945    3,492    51,565    —      675,0005)   951,510    950,000    2,976/25  237,455    6,296    171,613    —      712,5005)   1,121,568  

Ulf J. Johansson

  900,000    0/0  —      14,720    481,454    350,000    1,250,0006)   1,731,454    950,000    0/0  —      6,571    263,274    350,000    1,300,0006)   1,563,274  

Kristin Skogen Lund

  900,000    2,804/25  224,945    —      –4,831    —      675,000    895,114    950,000    2,976/25  237,455    2,804    96,186    —      712,500    1,046,141  

Hans Vestberg

  —      —      —      —      —      —      —      —      —      —      —      —      —      —      —      —    

Pär Östberg

  900,000    0/0  —      —      —      250,000    1,150,000    1,150,000    950,000    0/0  —      —      —      250,000    1,200,000    1,200,000  

Employee Representatives

                

Pehr Claesson

  13,500    —      —      —      —      —      13,500    13,500    13,500    —      —      —      —      —      13,500    13,500  

Kristina Davidsson

  13,500    —      —      —      —      —      13,500    13,500    13,500    —      —      —      —      —      13.500    13,500  

Karin Åberg

  12,000    —      —      —      —      —      12,000    12,000    13,500    —      —      —      —      —      13,500    13,500  

Rickard Fredriksson

  13,500    —      —      —      —      —      13,500    13,500    13,500    —      —      —      —      —      13,500    13,500  

Karin Lennartsson

  13,500    —      —      —      —      —      13,500    13,500    12,000    —      —      —      —      —      12,000    12,000  

Roger Svensson

  13,500    —      —      —      —      —      13,500    13,500    10,500    —      —      —      —      —      10,500    10,500  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total

  12,929,500    19,630    1,574,776    98,594    2,416,136    1,950,000    13,304,500    17,295,4127)   13,551,500    23,809    1,899,720    91,061    2,709,307    1,950,000    13,601,500    18,210,5277) 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total

  12,929,500    19,630    1,574,776    117,3128)   3,071,9498)9)   1,950,000    13,304,500    17,951,2257)   13,551,500    23,809    1,899,720    99,9668)   3,000,6948)9)   1,950,000    13,601,500    18,501,9147) 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

1)The difference in value as of the time for payment, compared to December 31, 2012,2013, for synthetic shares allocated in 20082009 (for which payment was made in 2013)2014).

The difference in value as of December 31, 2013,2014, compared to December 31, 2012,2013, for synthetic shares allocated in 2009, 2010, 2011, 2012 and 2012.2013. Calculated on a share price of SEK 94.35.

The difference in value as of December 31, 2013,2014, compared to grant date for synthetic shares allocated in 2013.2014.

The value of synthetic shares allocated in 2009, 2010, 2011, 2012 and 20122013 includes respectively SEK 2.00, SEK 2.25, SEK 2.50, SEK 2.75 and SEK 2.753.00 per share in compensation for dividends resolved by the Annual General Meetings 2010, 2011, 2012, 2013 and 20132014 and the value of the synthetic shares allocated in 20082009 includes dividend compensation for dividends resolved in 2009, 2010, 2011, 2012 and 2012.2013.

2)Committee fee and cash portion of the Board fee.
3)In addition, an amount corresponding to statutory social charges in respect of the part of the fee that has been invoiced through a company was paid, amounting to SEK 1,335,350.1,374,625.
4)In addition, an amount corresponding to statutory social charges in respect of the part of the fee that has been invoiced through a company was paid, amounting to SEK 109,758.114,863.
5)In addition, an amount corresponding to statutory social charges in respect of the part of the fee that has been invoiced through a company was paid, amounting to SEK 212,085.223,868.
6)In addition, an amount corresponding to statutory social charges in respect of the part of the fee that has been invoiced through a company was paid, amounting to SEK 127,625.132,730.
7)Excluding social security charges to the amount of SEK 4,746,168.4,942,427.
8)Including synthetic shares previously allocated to the former DirectorsDirector Nancy McKinstry and Michelangelo Volpi.McKinstry.
9)Including synthetic shares previously allocated to the former Director Carl-Henric Svanberg,Michelangelo Volpi, where the difference in value is the difference as of the time for payment, compared to December 31, 2012.2013.

Comments to the table

 

The Chairman of the Board was entitled to a Board fee of SEK 3,850,0003,975,000 and a fee of SEK 200,000 for each Board Committee on which he served as Chairman.

 

The other Directors elected by the Annual General Meeting were entitled to a fee of SEK 900,000950,000 each. In addition, the Chairman of the Audit Committee was entitled to a fee of SEK 350,000 and the other non-employee members of the Audit Committee were entitled to a fee of SEK 250,000 each. The Chairmen of the Finance and Remuneration Committees were entitled to a fee of SEK 200,000 each and the other non-employee members of the Finance and the Remuneration Committees were entitled to a fee of SEK 175,000 each.

 

Members of the Board, who are not employees of the Company, have not received any remuneration other than the fees and synthetic shares as above. None of the Directors have entered into a service contract with the Parent Company or any of its subsidiaries, providing for termination benefits.

 

Members and deputy members of the Board who are Ericsson employees received no remuneration or benefits other than their entitlements as employees and a fee to the employee representatives and their deputies of SEK 1,500 per attended Board meeting.

 

Board members invoicing for the amount of the Board and Committee fee through a company may add to the invoice an amount corresponding to social charges. The social charges thus included in the invoiced amount are not higher than the general payroll tax that would otherwise have been paid by the Company. The entire amount, i.e., the cash portion of the Board fee and the Committee fee, including social charges, constitutes the invoiced Board fee.

 

The Annual General Meeting 20132014 resolved that non-employee Directors may choose to receive the Board fee (i.e., exclusive of

Ericsson Annual Report on Form 20-F 2013

Committee fee) as follows: i) 25% of the Board fee in cash and 75% in the form of synthetic shares, with a value corresponding to 75% of the Board fee at the time of allocation, ii) 50% in cash and 50% in the form of synthetic shares, or iii) 75% in cash and 25% in the form of synthetic shares. Directors may also choose not to participate in the synthetic share program and receive 100% of the Board fee in cash. Committee fees are always paid in cash.

Ericsson Annual Report on Form 20-F 2014

The number of synthetic shares allocated is based on a volume-weighedvolume-weighted average of the market price of Ericsson Class B shares on the NASDAQ OMXNasdaq Stockholm exchange during the five trading days immediately following the publication of Ericsson’s interim report for the first quarter 2013:2014: SEK 80.223.79.79. The number of synthetic shares is rounded down to the nearest whole number of shares.

The synthetic shares are vested during the Directors’ term of office and the right to receive payment with regard to the allocated synthetic shares occurs after the publication of the Company’s year-end financial statement during the fifth year following the Annual General Meeting which resolved on the synthetic share program, i.e., in 2018.2019. The amount payable shall be determined based on the volume-weighedvolume-weighted average price for shares of Class B during the five trading days immediately following the publication of the year-end financial statement.

Synthetic shares were allocated to members of the Board for the first time in 2008 and have been allocated annually since then on equal terms and conditions. Payment based on synthetic shares under the main rule, occurred for the first time in 2013 with respect to the synthetic shares allocated in 2008.2009 occurred in 2014. In 2013,2014, advance payment was also made to the former Director Carl-Henric SvanbergMichelangelo Volpi with respect to his synthetic shares, all in accordance with the terms and conditions for the synthetic shares. The amounts paid in 20132014 under the synthetic share programs were determined based on the volume-weighed average price for shares of Class B on Nasdaq Stockholm during the five trading days immediately following the publication of the year-end financial statements for 2012:2013: SEK 77.0580.06 and totalled SEK 3,562,958,3,302,811, excluding social security charges. The payments made do not constitute a cost for the Company in 2013.2014. The Company’s costs for the synthetic shares have been disclosed each year and the net change in value of the synthetic shares for which payment was made in 2013,2014, is disclosed in the table “Remuneration to members of the Board of Directors” on page 87.88.

The value of all outstanding synthetic shares fluctuates in line with the market value of Ericsson’s Class B share and may differ from year to year compared to the original value on their respective grant dates. The change in value of the outstanding synthetic shares is established each year and affects the total recognized costs that year. As of December 31, 2013,2014, the total outstanding number of synthetic shares under the programs is 136,942123,775 and the total accounted debt is SEK 11,494,79012,380,400 (including synthetic shares previously allocated to the former DirectorsDirector Nancy McKinstry and Michelangelo Volpi)McKinstry). In accordance with the terms and conditions for the synthetic shares, the time for payment to the former Director Michelangelo Volpi has, on his request, been advanced, to occur after the publication of the year-end financial statements for 2013.

Remuneration to the Group management

The Company’s costs for remuneration to the Group management are the costs recognized in the Income statement during the fiscal year. These costs are disclosed under “Remuneration costs” below.

Costs recognized during a fiscal year in the Income statement are not fully paid by the Company at the end of the fiscal year. The unpaid amounts that the Company has in relation to the Group management are disclosed under “Outstanding balances.”

Remuneration costs

The total remuneration to the President and CEO and to other members of the Group management, consisting of the Executive Leadership Team (ELT), includes fixed salary, short-term and long-term variable compensation, pension and other benefits. These remuneration elements are based on the guidelines for remuneration to Group management as approved by the Annual General Meeting held in 2013:2014: see the approved guidelines in section “Guidelines for remuneration to Group management 2013.2014.

Remuneration costs for the President and CEO and other members of Executive Leadership Team (ELT)

 

SEK

 The President
and CEO 2013
 The President
and CEO 2012
 Other members
of ELT 2013
 Other members
of ELT 2012
 Total 2013 Total 2012   The President
and CEO 2014
   The President
and CEO 2013
   Other members
of ELT 2014
   Other members
of ELT 2013
   Total 2014   Total 2013 

Salary

  13,177,080    12,573,233    90,320,536    76,973,215    103,497,616    89,546,448     13,617,013     13,177,080     87,958,871     90,320,536     101,575,884     103,497,616  

Costs for annual variable remuneration earned in 2013 to be paid in 2014

  3,256,151    3,972,247    22,880,144    21,877,700    26,136,295    25,849,947  

Cost for annual variable remuneration earned 2014 to be paid 2015

   13,342,079     3,256,151     38,584,082     22,880,144     51,926,161     26,136,295  

Long-term variable compensation provision

  8,184,603    6,439,873    9,066,127    6,472,215    17,250,731    12,912,088     6,733,294     8,184,603     8,644,039     9,066,127     15,377,333     17,250,731  

Pension costs

  6,847,596    6,491,713    22,971,876    22,865,674    29,819,473    29,357,387     8,909,314     6,847,596     26,308,223     22,971,876     35,217,537     29,819,473  

Other benefits

  68,704    123,612    5,370,876    4,431,160    5,439,579    4,554,772     72,188     68,704     6,315,568     5,370,876     6,387,757     5,439,579  

Social charges and taxes

  9,368,485    9,114,641    26,838,704    22,877,888    36,207,190    31,992,529     12,750,392     9,368,485     26,880,902     26,838,704     39,631,293     36,207,190  
 

 

  

 

  

 

  

 

  

 

  

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

  40,902,620    38,715,319    177,448,263    155,497,852    218,350,883    194,213,171     55,424,281     40,902,620     194,691,685     177,448,263     250,115,966     218,350,883  
 

 

  

 

  

 

  

 

  

 

  

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Comments to the table

 

During 20132014, there were three Executive Vice Presidents, who have been appointed by the Board of Directors. None of them has acted as deputy to the President and CEO during the year. The Executive Vice Presidents are included in the group “Other members of ELT.”

 

The group “Other members of ELT” comprises the following persons: Per Borgklint, Bina Chaurasia, Ulf Ewaldsson, Jan Frykhammar, Douglas L. Gilstrap (left Ericsson August 1), Nina Macpherson, Magnus Mandersson, Helena Norrman, Mats H. Olsson, Rima Qureshi, Angel Ruiz, Anders Thulin, (from October 1), Johan Wibergh and Jan Wäreby.

 

The salary stated in the table for the President and CEO and other members of the ELT includes vacation pay paid during 20132014 as well as other contracted compensation expensed in 2013.2014.

 

“Long-term variable compensation provision” refers to the compensation costs during 20132014 for all outstanding share- basedshare-based plans.

 

For a description of compensation cost, including accounting treatment, see Note C1, “Significant accounting policies,” section Share-based compensation to employees and the Board of Directors.

 

For the President and CEO and other members of the ELT employed in Sweden before 2011, a supplementary plan is applied in addition to the occupational pension plan for salaried staff on the Swedish labor market (ITP) with pension payable from the age of 60 years. These pension plans are not conditional upon future employment at Ericsson.

Ericsson Annual Report on Form 20-F 2013

Outstanding balances

The Company has recognized the following liabilities relating to unpaid remunerations in the Balance sheet:

 

Ericsson’s commitments for defined benefit based pensions as of December 31, 20132014 under IAS 19 amounted to SEK 5,232,2637,610,562 for the President and CEO which includes ITP plan and temporary disability and survivor’s pension.early retirement. For other members of the ELT the Company’s commitments amounted to SEK 26,593,68636,220,736 of which SEK 19,250,10633,456,584 refers to the ITP plan, Ericsson US Pension Plan and early retirement and the remaining SEK 7,343,5792,764,152 to temporary disability and survivor’s pensions.

 

For previous Presidents and CEOs, the Company has made provisions for defined benefit pension plans in connection with their active service periods within the Company.

 

Deferred salary, earned in 20132014 or earlier, to be paid 12 months after period end or later, amounts to SEK 17,476,898.12,263,575.

Ericsson Annual Report on Form 20-F 2014

Maximum outstanding matching rights

 

As of December 31, 2013

Number of Class B shares

  The President
and CEO
   Other members
of the ELT
 

Stock Purchase Plans 2010, 2011, 2012 and 2013 and Executive Performance Stock Plans 2010, 2011, 2012 and 2013

   482,927     566,509  

As of December 31, 2014

Number of Class B shares

  The President
and CEO
   Other members
of the ELT
 

Stock Purchase Plans 2011-2014 Executive Performance Stock Plans 2011-2014

   268,462     354,218  

Comments to the table

 

For the definition of matching rights, see the description in section “Long-term variable compensation”.compensation.”

 

Matching result of 100%22.2% is included for the 20102011 plan.

 

Cash conversion target for 2012, 2013 and 20132014 was reached, but not reached in 2011.reached.

 

During 2013,2014, the President and CEO received 88,002178,918 matching shares and other members of the ELT 149,646177,339 matching shares.

Guidelines for remuneration to Group management 20132014

For Group Management consisting of the Executive Leadership Team, including the President and CEO, total remuneration consists of fixed salary, short- and long-term variable compensation, pension and other benefits.

The following guidelines apply for the remuneration to the Executive Leadership Team:

 

Variable remuneration is through cash and stock-based programs awarded against specific business targets derived from the long-term business plan approved by the Board of Directors. Targets may include financial targets at either Group or unit level, operational targets, employee engagement targets and customer satisfaction targets.

 

All benefits, including pension benefits, follow the competitive practice in the home country taking total compensation into account. The retirement age is normally 60 to 65 years of age.

 

By way of exception, additional arrangements can be made when deemed necessary. An additional arrangement can be renewed but each such arrangement shall be limited in time and shall not exceed a period of 36 months and twice the remuneration that the individual would have received had no additional arrangement been made.

 

The mutual notice period may be no more than six months. Upon termination of employment by the Company, severance pay amounting to a maximum of 18 months’ fixed salary is paid. Notice of termination given by the employee due to significant structural changes, or other events that in a determining manner affect the content of work or the conditions for the position, is equated with notice of termination served by the Company.

Long-Term Variable compensation

The Stock Purchase Plan

The Stock Purchase Plan is designed to offer an incentive for all employees to participate in the Company where practicable, which is consistent with industry practice and with ourEricsson’s ways of working. For the 20132014 plan, employees are able to save up to 7.5% of their gross fixed salary (President(The President and CEO can save up to 10% of their gross fixed salary and short-term variable remuneration) for purchase of Class B contribution shares at market price on NASDAQ OMXNasdaq Stockholm or American Depositary Shares (ADSs) on NASDAQ New York (contribution shares) during a 12-month period (contribution period). If the contribution shares are retained by the employee for three years after the investment and their employment with the Ericsson Group continues during that time, the employee’s shares will be matched with a corresponding number of Class B shares or ADSs free of consideration. Employees in 100102 countries participate in the plans.

The table below shows the contribution periods and participation details for ongoing plans as of December 31, 2013.2014.

Stock purchase plans

 

Plan

  Contribution period   Number of
participants
at launch
   Take-up
rate–percent of
eligible  employees
   Contribution period   Number of
participants
at launch
   Take-up
rate–percent of
eligible employees
 

Stock Purchase plan 2010

   August 2010–July 2011     22,000     27

Stock Purchase plan 2011

   August 2011–July 2012     24,000     30   August 2011–July 2012     24,000     30

Stock Purchase plan 2012

   August 2012–July 2013     27,000     28   August 2012–July 2013     27,000     28

Stock Purchase plan 2013

   August 2013–July 2014     29,000     29   August 2013–July 2014     29,000     29

Stock Purchase plan 2014

   August 2014–July 2015     32,000     30

Participants save each month, beginning with the August payroll, towards quarterly investments. These investments (in November, February, May and August) are matched on the third anniversary of each such investment, subject to continued employment, and hence the matching spans over two financial years and two tax years.

The Key Contributor Retention Plan

The Key Contributor Retention Plan is part of Ericsson’s talent management strategy and is designed to give recognition for performance, critical skills and potential as well as to encourage retention of key employees. Under the program, up to 10% of employees (2013(2014 plan: up to 9,30010,000 employees) are selected through a nomination process that identifies individuals according to performance, critical skills and potential. Participants selected obtain one extra matching share in addition to the ordinary one matching share for each contribution share purchased under the Stock Purchase Plan during a 12-month period.

Ericsson Annual Report on Form 20-F 2013

Executive Performance Stock Plans

 

   Executive Performance Stock Plan 
   20131)  2012  2011  2010 

Base year EPS2)

      1.14  

Target average annual EPS growth range3)

      5% to 15%  

Matching share vesting range4)

   0.67 to 4    0.67 to 4    0.67 to 4    0.67 to 4  
   1 to 6    1 to 6    1 to 6    1 to 6  
   1.5 to 9    1.5 to 9    1.5 to 9    1.5 to 9  

Maximum opportunity as percentage of fixed salary5)

   30  30  30  30
   45  45  45  45
   162  162  162  162
   Executive Performance Stock Plan 
   2014  20131)  2012  2011  2010 

Matching share vesting range2)

   0.67 to 4    0.67 to 4    0.67 to 4    0.67 to 4    0.67 to 4  
   1 to 6    1 to 6    1 to 6    1 to 6    1 to 6  
   1.5 to 9    1.5 to 9    1.5 to 9    1.5 to 9    1.5 to 9  

Maximum opportunity as percentage of fixed salary3)

   30  30  30  30  30
   45  45  45  45  45
   162  162  162  162  162

 

1)Targets for Executive Performance Stock Plans 20112012 to 20132014 are described in the next table.
2)For 2010 plan the sum of four quarters up to December 31, 2010.
3)EPS range determined by average EPS of the 12 quarters to the end of the performance period and corresponding growth targets.
4)Corresponding to EPS range (no Performance Share Plan matching below this range). Matching shares per contribution share invested in addition to Stock Purchase Plan matching according to program of up to 4, 6 or 9 matching shares.
5)3)At full investment, full vesting and constant share price. Excludes Stock Purchase Plan matching.

Executive Performance Stock Plan targets

Ericsson Annual Report on Form 20-F 2014

 

  Base year
value

SEK  billion
   Year 1  Year 2  Year 3 
2013     

Growth (Net sales growth)

  227.8     
 
Compound annual
growth rate of 2–8%
  
  

Margin (Operating income growth)1)

  18.5     
 
Compound annual
growth of 5–15%
  
  

Cash Flow (Cash conversion)

  —      ³70 ³70 ³70
2012     

Growth (Net sales growth)

  226.9     
 
Compound annual
growth rate of 2–8%
  
  

Margin (Operating income growth)

  17.9     
 
Compound annual
growth of 5–15%
  
  

Cash Flow (Cash conversion)

  —      ³70 ³70 ³70

1)Base year 2012 excludes a non-cash charge for ST-Ericsson

Executive Performance Stock Plan targets

 

  Base year
value

SEK  billion
   Year 1 Year 2 Year 3   Base year
value
SEK billion
   Year 1 Year 2 Year 3 
2011      

2014

      

Growth (Net sales growth)1)

   225.3     
 
Compound annual
growth rate of 2–8%
  
  

Margin (Operating income growth)1)

   15.7     
 
Compound annual
growth rate of 5–15%
  
  

Cash Flow (Cash conversion)

   —      ³70 ³70 ³70

2013

      

Growth (Net sales growth)

   203.3     
 
Compound annual
growth rate of 4–10%
  
  
   227.8     
 
Compound annual
growth rate of 2–8%
  
  

Margin (Operating income growth)2)

   23.7     
 
Compound annual
growth of 5–15%
  
  
   18.5     
 
Compound annual
growth rate of 5–15%
  
  

Cash Flow (Cash conversion)

   —      ³70 ³70 ³70   —      ³70 ³70 ³70

2012

      

Growth (Net sales growth)

   226.9     
 
Compound annual
growth rate of 2–8%
  
  

Margin (Operating income growth)

   17.9     
 
Compound annual
growth rate of 5–15%
  
  

Cash Flow (Cash conversion)

   —      ³70 ³70 ³70

 

1)Base year 2013 has been adjusted for the impact of the Samsung IPR agreement.
2)Base year 20102012 excludes restructuring chargesa non-cash charge for ST-Ericsson.

The Executive Performance Stock Plan

The Executive Performance Stock Plan is designed to focus management on driving earnings and provide competitive remuneration. Senior managers, including ELT, are selected to obtain up to four or six extra shares (performance matching shares) in addition to the ordinary one matching share for each contribution share purchased under the Stock Purchase Plan. Up to 0.5% of employees (2013(2014 plan: up to 400450 executives) are offered participation in the plan. The President and CEO can save up to 10% of gross fixed salary and short-term variable compensation, and may obtain up to nine performance-matching shares in addition to the Stock Purchase Plan matching share for each contribution share.

The performance matching for the 2010 plan is subject to the fulfillment of a performance target of average annual Earnings per Share (EPS) growth. The performance targets changed from EPS targets to targets linked to the business strategy as from 2011. To support the long-term strategy and value creation of the company, performance targets are linked to growth on Net Sales, Operating Income and Cash Conversion.

The tables above show allongoing Executive Performance Stock Plans as of December 31, 2013.2014.

Shares for all plans

 

       Stock Purchase Plan, Key Contributor
Retention Plan and Executive
Performance Stock Plans
    

Plan (million shares)

      2013  2012  2011  2010  2009  Total 

Originally designated

   A     26.6    26.2    19.4    19.4    22.4    114.0  

Outstanding beginning of 2013

   B     0.0    4.4    13.5    9.2    6.0    33.1  

Awarded during 2013

   C     3.2    9.0    0.0    0.0    0.0    12.2  

Exercised/matched during 2013

   D     0.0    0.4    0.5    2.8    5.9    9.6  

Forfeited/expired during 2013

   E     0.0    0.5    0.6    0.4    0.1    1.6  

Outstanding end of 20131)

   F=B+C–D–E     3.2    12.5    12.4    6.0    0.0    34.1  

Compensation costs charged during 2013 (SEK million)

   G     62)   1082)   1242)   1242)   262)   3883) 
       Stock Purchase Plan, Key Contributor
Retention Plan and Executive
Performance Stock Plans
    

Plan (million shares)

      2014  2013  2012  2011  2010  Total 

Originally designated

   A     22.8    26.6    26.2    19.4    19.4    114.4  

Outstanding beginning of 2014

   B     0.0    3.2    12.5    12.4    6.0    34.1  

Awarded during 2014

   C     3.6    9.8    —      —      —      13.4  

Exercised/matched during 2014

   D     0.0    0.2    0.4    2.8    6.0    9.4  

Forfeited/expired during 2014

   E     0.0    0.4    0.4    1.7    0.0    2.5  

Outstanding end of 20141)

   F=B+C–D–E     3.6    12.4    11.7    7.9    0.0    35.6  

Compensation costs charged during 2014 (SEK million)

   G     102)   2192)   2412)   1952)   522)   7172) 

 

1)Shares under the Executive Performance Stock Plans were based on the fact that the 2009 plan lapsed and that the 2010 plan was fully vested.vested and that the 2011 plan vested for 22% and lapsed for 78%. For the other ongoing plans, full vestingcost is estimated.
2)Fair value is calculated as the share price on the investment date, reduced by the net present value of the dividend expectations during the three-year vesting period. Net present value calculations are based on data from external party. Fair value is also adjusted for participants failing to keep hold of their contribution shares during the vesting period. For shares under the Executive Performance Stock Plans, the company makes a forecast for the fulfillment of the financial targets for all ongoing plans except for 2009 and 2010 plans as disclosed under 1) when calculating the compensation cost. Fair value of the Class B share at each investment date during 20132014 was: February 15 SEK 70.50,72.37, May 15 SEK 74.42,71.98, August 15 SEK 70.9974.07 and November 15 SEK 73.93.79.39.
3)Total compensation costs charged during 2013: SEK 388 million, 2012: SEK 405 million, 2011: SEK 413 million.

Shares for all plans

All plans are funded with treasury stock and are equity settled. Treasury stock for all plans has been issued in directed cash issues of Class C shares at the quotient value and purchased under a public offering at the subscription price plus a premium corresponding to the subscribers’ financing costs, and then converted to Class B shares.

For all plans, additional shares have been allocated for financing of social security expenses. Treasury stock is sold on the NASDAQ OMXNasdaq Stockholm to cover social security payments when arising due to matching of shares. During 2013, 1,121,9002014, 1,129,800 shares were sold at an average price of SEK 80.19.85.49. Sales of shares are recognized directly in equity.

If, as of December 31, 2013,2014, all shares allocated for future matching under the Stock Purchase Plan were transferred, and shares

Ericsson Annual Report on Form 20-F 2013

designated to cover social security payments were disposed of as a result of the exercise and the matching, approximately 6460 million Class B shares would be transferred, corresponding to 2.0%1.9% of the total number of shares outstanding, or 3,2313,242 million not including treasury stock. As of December 31, 2013, 742014, 63 million Class B shares were held as treasury stock.

The table on page 90above shows how shares (representing matching rights but excluding shares for social security expenses) are being used for all outstanding plans. From up to down the table includes (A) the number of shares originally approved by the Annual General Meeting; (B) the number of originally designated shares that were outstanding at the beginning of 2013;2014; (C) the number of shares awards that were grantedawarded during 2013;2014; (D) the number of shares matched during 2013;2014; (E) the number of shares forfeited by participants or expired under the plan rules during 2013;2014; and (F) the balance left as outstanding at the end of 2013,2014, having added new awards to the shares outstanding at the beginning of the year and deducted the shares related to awards matched, forfeited and expired. The final row (G) shows the compensation costs charged to the accounts during 20132014 for each plan, calculated as fair value in SEK.

For a description of compensation cost, including accounting treatment, see Note C1, “Significant accounting policies,” section Share-based compensation to employees and the Board of Directors.

Ericsson Annual Report on Form 20-F 2014

Employee numbers, wages and salaries

Employee numbers

Average number of employees

 

  2013   2012   2014   2013 
  Women   Men   Total   Women   Men   Total   Women   Men   Total   Women   Men   Total 

North America

   3,234     12,060     15,294     3,479     12,607     16,086     3,173     12,228     15,401     3,234     12,060     15,294  

Latin America

   2,216     9,562     11,778     2,137     9,230     11,367     2,517     10,169     12,686     2,216     9,562     11,778  

Northern Europe & Central Asia1)2)

   5,523     15,519     21,042     5,746     15,351     21,097  

Northern Europe & Central Asia1)2)

   5,312     15,159     20,471     5,523     15,519     21,042  

Western & Central Europe2)

   3,802     8,263     12,065     1,790     9,463     11,253     1,746     9,541     11,287     3,802     8,263     12,065  

Mediterranean2)

   2,865     9,793     12,658     2,966     10,064     13,030     2,899     10,053     12,952     2,865     9,793     12,658  

Middle East

   566     4,820     5,386     617     4,603     5,220     491     3,323     3,814     566     4,820     5,386  

Sub-Saharan Africa

   364     1,704     2,068     548     1,672     2,220     448     1,925     2,373     364     1,704     2,068  

India

   2,586     15,042     17,628     2,137     11,924     14,061     3,184     16,699     19,883     2,586     15,042     17,628  

North East Asia

   4,308     10,108     14,416     4,191     9,584     13,775     4,028     9,523     13,551     4,308     10,108     14,416  

South East Asia & Oceania

   1,061     3,234     4,295     1,175     3,474     4,649     1,211     3,527     4,738     1,061     3,234     4,295  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

   26,525     90,105     116,630     24,786     87,972     112,758     25,009     92,147     117,156     26,525     90,105     116,630  
  

 

   

 

   

 

   

 

   

 

   

 

 

1) Of which in Sweden

   4,118     12,972     17,090     4,232     13,337     17,569     3,944     12,584     16,528     4,118     12,972     17,090  

2) Of which in EU

   11,703     31,729     43,432     9,911     33,581     43,492     9,438     32,842     42,280     11,703     31,729     43,432  
  

 

   

 

   

 

   

 

   

 

   

 

 

Number of employees by region at year-end

 

  2013   2012   2014   2013 

North America

   14,931     15,501     15,516     14,931  

Latin America

   11,445     11,219     11,066     11,445  

Northern Europe & Central Asia1)2)

   21,892     21,211     21,633     21,892  

Western & Central Europe2)

   11,530     11,257     12,617     11,530  

Mediterranean2)

   12,314     12,205     13,387     12,314  

Middle East

   3,752     3,992     3,858     3,752  

Sub-Saharan Africa

   2,084     2,014     2,406     2,084  

India

   17,622     14,303     19,971     17,622  

North East Asia

   14,503     14,157     13,464     14,503  

South East Asia & Oceania

   4,267     4,396     4,137     4,267  
  

 

   

 

 

Total

   114,340     110,255     118,055     114,340  
  

 

   

 

 

1)Of which in Sweden

   17,858     17,712     17,580     17,858  

2)Of which in EU

   43,421     42,872     45,202     43,421  
  

 

   

 

   

 

   

 

 

Number of employees by gender and age at year-end 20132014

 

  Women Men Percent
of total
   Women Men Percent
of total
 

Under 25 years old

   1,737    3,285    5   2,680    2,683    5

25–35 years old

   9,634    34,966    39   9,557    36,316    39

36–45 years old

   7,781    29,895    33   7,777    30,062    32

46–55 years old

   4,133    16,830    18   4,410    18,072    19

Over 55 years old

   1,298    4,781    5   1,399    5,099    5
  

 

  

 

  

 

 

Percent of total

   21  79  100   22  78  100
  

 

  

 

  

 

 

Employee movements

 

     2013   2012      2014   2013 

Head count at year-end

     114,340     110,255       118,055     114,340  

Employees who have left the Company

     13,025     12,280       15,536     13,025  

Employees who have joined the Company

     17,110     18,010       19,251     17,110  

Temporary employees

     493     766       776     493  

Employee wages and salaries

Wages and salaries and social security expenses

 

(SEK million)

  2013   2012   2014   2013 

Wages and salaries

   48,533     48,428     58,006     48,533  

Social security expenses

   16,531     15,672     17,944     16,531  

Of which pension costs

   4,426     2,762     3,957     4,426  

Amounts related to the President and CEO and the Executive Leadership Team are included.

Remuneration to Board members and Presidents in subsidiaries

 

(SEK million)

  2013   2012 

Salary and other remuneration

   294     243  

Of which annual variable remuneration

   40     33  

Pension costs

   23     27  

Ericsson Annual Report on Form 20-F 2013

(SEK million)

  2014   2013 

Salary and other remuneration

   288     294  

Of which annual variable remuneration

   72     40  

Pension costs

   21     23  

Board members, Presidents and Group management by gender at year end

 

  2013 2012   2014 2013 
  Women Men Women Men   Women Men Women Men 

Parent Company

          

Board members and President

   25  75  27  73   30  70  25  75

Group Management

   29  71  29  71   29  71  29  71

Subsidiaries

          

Board members and Presidents

   27  73  12  88   30  70  27  73

Ericsson Annual Report on Form 20-F 2014

C29    RELATED PARTY TRANSACTIONSRelated party transactions

During 2013,2014, various related party transactions were executed pursuant to contracts based on terms customary in the industry and negotiated on an arm’s length basis. For information regarding equity and Ericsson’s share of assets, liabilities and income in joint ventures and associated companies, see Note C12, “Financial assets, non-current.” For information regarding transactions with senior management, see Note C28, “Information regarding members of the Board of Directors, the Group management and employees.”

ST-Ericsson

ST-Ericsson was formed in 2009 as a joint venture, equally owned by Ericsson and STMicroelectronics. In early 2013 the parents agreed to split up and close the joint venture. The company ST-Ericsson is winding down and all business has been transferred to parents or divested during 2013. Ericsson has taken over assets and liabilities in the design, development and sales of the thin LTE multi-mode modem solution with a net value of SEK 1.1 billion. The Purchase price allocation related to this acquisition is preliminary. The acquired business is nowwas consolidated into Ericsson in the new segment Modems. ForModems in 2013. In 2014, the Company announced the discontinuation of further information, see Note C3, “Segment information”development of modems and Note C26 “Business combinations.”the shift of approximately 500 employees to Networks research and development organization to pursue growth opportunities in the radio business.

During 2014 and 2013 Ericsson had no sales to, and purchases from, ST-Ericsson in the course of ordinary business, only transactions related to the winding down described above. Therefore, the descriptions below refersrefer to the years 2011 andyear 2012. The major transactions in 2011 and 2012 were as follows:

 

Sales: Ericsson provides ST-Ericsson with services in the areas of R&D, HR, IT and facilities.

 

Purchases: A major part of Ericsson’s purchases from ST-Ericsson consists of chipsets and R&D services.

ST-Ericsson

 

   20131)   2012   2011 

Related party transactions

      

Sales

   —       138     182  

Purchases

   —       634     781  
  

 

 

   

 

 

   

 

 

 

Related party balances

      

Receivables

   —       127     51  

Liabilities

   —       —       24  
20141)20131)2012

Related party transactions

Sales

—  —  138

Purchases

—  —  634

Related party balances

Receivables

—  —  127

Liabilities

—  —  —  

 

1)See text above for further information.

Ericsson does not have any contingent liabilities, assets pledged as collateral or guarantees towards ST-Ericsson.

C30    FEES TO AUDITORSFees to Auditors

Fees to auditors

 

  PwC   Others   Total   PwC   Others   Total 

2014

      

Audit fees

   83     7     90  

Audit-related fees

   11     0     11  

Tax fees

   15     4     19  

Other fees

   18     1     19  
  

 

   

 

   

 

 

Total

   127     12     139  

2013

            

Audit fees

   75     7     82     75     7     82  

Audit-related fees

   12     —       12     12     —       12  

Tax services fees

   12     3     15  

Tax fees

   12     3     15  

Other fees

   15     1     16  
  

 

   

 

   

 

 

Total

   114     11     125  

2012

      

Audit fees

   82     5     87  

Audit-related fees

   15     —       15  

Tax fees

   16     3     19  

Other fees

   15     1     16     10     10     20  
  

 

   

 

   

 

   

 

   

 

   

 

 

Total

   114     11     125     123     18     141  
  

 

   

 

   

 

   

 

   

 

   

 

 

2012

      

Audit fees

   82     5     87  

Audit-related fees

   15     —       15  

Tax services fees

   16     3     19  

Other fees

   10     10     20  
  

 

   

 

   

 

 

Total

   123     18     141  
  

 

   

 

   

 

 

2011

      

Audit fees

   77     9     86  

Audit-related fees

   10     —       10  

Tax services fees

   20     3     23  

Other fees

   16     —       16  
  

 

   

 

   

 

 

Total

   123     12     135  
  

 

   

 

   

 

 

During the period 2011–2013,2012–2014, in addition to audit services, PwC provided certain audit-related services, tax and other services to the Company. The audit-related services include quarterly reviews, ISO audits, SSAE 16 reviews and services in connection with the issuing of certificates and opinions and consultation on financial accounting. The tax services include general expatriate services and corporate tax compliance work. Other services include, work related to acquisitions, operational effectiveness and assessments of internal control.

Audit fees to other auditors largely consist of local statutory audits.

C31    CONTRACTUAL OBLIGATIONSContractual obligations

Contractual obligations 20132014

 

  Payment due by period       Payment due by period     

SEK billion

  <1
year
   1–3
years
   3–5
years
   >5
years
   Total   <1
year
   1–3
years
   3–5
years
   >5
years
   Total 

Long-term debt1)2)

   6.5     3.1     5.6     13.5     28.7     0.5     6.0     1.1     15.5     23.1  

Finance lease obligations3)

   0.1     0.2     0.3     0.7     1.3     0.1     0.2     0.1     0.5     0.9  

Operating leases3)

   2.1     3.2     1.5     2.4     9.2     2.4     3.3     1.9     3.9     11.5  

Other non-current liabilities

   0.1     0.2     0.1     1.1     1.5     0.0     0.2     0.1     1.5     1.8  

Purchase obligations4)

   5.4     —       —       —       5.4     5.1           5.1  

Trade payables

   20.5     —       —       —       20.5     24.5     0.0     0.0     0.0     24.5  

Commitments for customer finance5)

   6.4     —       —       —       6.4     12.0     0.0     0.0     0.0     12.0  
  

 

   

 

   

 

   

 

   

 

 

Total

   41.1     6.7     7.5     17.7     73.0     44.6     9.7     3.2     21.4     78.9  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

1)Including interest payments.
2)See Note C20,C19, “Financial risk management and financial instruments.”
3)See Note C27, “Leasing.”
4)The amounts of purchase obligations are gross, before deduction of any related provisions.
5)See also Note C14, “Trade receivables and customer finance.”

For information about financial guarantees, see Note C24, “Contingent liabilities.”

Except for those transactions described in this report, the Company has not been a party to any material contracts over the past three years other than those entered into during the ordinary course of business.

C32    Events after the reporting period

Rockstar Consortium LLC (Rockstar) is a company that was formed in 2011 by Apple, Blackberry, Ericsson, Microsoft, and Sony to purchase approximately 4,000 patent assets out of the original about 6,000 from the Nortel bankruptcy estate. On December 23, 2014, it was agreed among the owners of Rockstar and RPX Corporation (RPXC) that RPX should purchase the remaining patents of Rockstar. The transaction occured in 2015 and the impact on income will not be material in 2015.

Ericsson Annual Report on Form 20-F 20132014

 

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Internal control over finacialfinancial reporting

Ericsson’s management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Ericsson’s internal control system related to financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with International Financial Reporting Standards (IFRS) and includes those policies and procedures that:

 

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

 

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with International Financial Reporting Standards (IFRS), and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

 

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Although the purpose of internal control systems is to ensure adequate risk management all internal control systems, no matter how well designed, have inherent limitations which may result in that misstatements are not prevented or detected. Therefore, even systems determined to be effective can provide only reasonable assurance with respect to the reliability of financial statement preparation and presentation.

Ericsson’s management assessed the effectiveness of Ericsson’s internal control over financial reporting as of December 31, 2013.2014. In making this assessment, management used the criteria set forth in “Internal Control—Integrated Framework (1992)(2013)”, issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, management has concluded that, as of December 31, 2013,2014, Ericsson’s internal control over financial reporting was effective at a reasonable assurance level.

Attestation report of registered public accounting firm

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2013,2014, has been audited by PricewaterhouseCoopersPricewaterhouse-Coopers AB, an independent registered public accounting firm. PricewaterhouseCoopers AB has issued an attestation report on Ericsson’s internal control over financial reporting, which appears on page 41.47.

Changes in internal control over financial reporting

During the period covered by the Annual Report 2013,2014, there were no changes to the internal control over financial reporting that have materially affected, or are likely to materially affect, the internal control over financial reporting.

Ericsson Annual Report on Form 20-F 20132014

 

RISK FACTORS

You should carefully consider all the information in this Annual Report and in particular the risks and uncertainties outlined below. Based on the information currently known to us, we believe that the following information identifies the most significant risk factors affecting our business. Any of the factors described below, or any other risk factors discussed elsewhere in this report, could have a material negative effect on our business, revenues, operating and after-tax results, profit margins, financial condition, cash flow, liquidity, credit rating, marketshare,market share, reputation, brand and/or our share price. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also materially adversely affect our business. Furthermore, our operating results may have a greater variability than in the past and we may have difficulties in accurately predicting future developments. See also “Forward-Looking Statements.”

MARKET, TECHNOLOGY AND BUSINESS RISKSMarket, Technology and Business Risks

Challenging global economic conditions may adversely impact the demand and pricing for our products and services as well as limit our ability to grow.

Challenging global economic conditions and political unrest could have adverse, wide-ranging effects on demand for our products and for the products of our customers. Adverse global economic conditions and political unrest, could cause operators and other customers to postpone investments or initiate other cost-cutting initiatives to improve their financial position. This could result in significantly reduced expenditures for our products and services, including network infrastructure, and services, in which case our operating results would suffer. If demand for our products and services were to fall in the future, we could experience material adverse effects on our revenues, cash flow, capital employed and value of our assets and we could incur operating losses. Furthermore, if demand is significantly weaker or more volatile than expected, our credit rating, borrowing opportunities and costs as well as the trading price of our shares could be adversely impacted. When deemed necessary, we undertake specific restructuring or cost-saving initiatives; however, there are no guarantees that such initiatives will be sufficient, successful or executed in time to deliver any improvements in our earnings.

Should global economic conditions fail to improve, or worsen, other business risks we face could intensify and could also negatively impact the business prospects of operators and other customers. Some operators and other customers, in particular in markets with weak currencies, may incur borrowing difficulties and slower traffic development, which may negatively affect their investment plans and cause them to purchase less of our products and services.

The potential adverse effects of an economic downturn include:

 

Reduced demand for products and services, resulting in increased price competition or deferrals of purchases, with lower revenues not fully compensated through reduced costs

 

Risks of excess and obsolete inventories and excess manufacturing capacity

 

Risk of financial difficulties or failures among our suppliers

 

Increased demand for customer finance, difficulties in collection of accounts receivable and increased risk of counter party failures

 

Risk of impairment losses related to our intangible assets as a result of lower forecasted sales of certain products

 

Increased difficulties in forecasting sales and financial results as well as increased volatility in our reported results

 

A declineChanges in the value in our pension plan assets resulting from for example, adverse equity and credit market developments and/or increased pension liabilities due toresulting from, for example, lower discount rate changes or other accounting or regulatory changesrates. Such development may trigger additional pension trust capitalization needs affecting the company’s cash balance negatively

 

End user demand could also be adversely affected by reduced consumer spending on technology, changed operator pricing, security breaches and trust issues.

We may not be successful in implementing our strategy or in achieving improvements in our earnings.

There can be no assurance that we will be able to successfully implement our strategy to achieve future earnings, growth or create shareholder value. When deemed necessary, we undertake specific restructuring or cost-saving initiatives; however, there are no guarantees that such initiatives will be sufficient, successful or executed in time to deliver any improvements in our earnings.

The telecommunications industry fluctuates and is affected by many factors, including the economic environment, and decisions made by operators and other customers regarding their deployment of technology and their timing of purchases.

The telecommunications industry has experienced downturns in the past in which operators substantially reduced their capital spending on new equipment. While we expect the network service provider equipment market, and telecommunications services market and ICT market to grow in the coming years, the uncertainty surrounding the global economic recovery may materially harm actual market conditions. Moreover, market conditions are subject to substantial fluctuation, and could vary geographically and across technologies. Even if global conditions improve, conditions in the specific industry segments in which we participate may be weaker than in other segments. In that case, our revenue and operating results may be adversely affected.

If capital expenditures by operators and other customers isare weaker than we anticipate, our revenues, operating results and profitability may be adversely affected. The level of demand from operators and other customers who buy our products and services can change quickly and can vary over short periods of time, including from month to month. Due to the uncertainty and variations in the telecommunications industry, as well as in the ICT industry, accurately forecasting revenues, results, and cash flow remains difficult.

Sales volumes and gross margin levels are affected by the variationmix and short order time of our products and services.

Our sales to operators and other customers represent a mix of equipment, software and services, which normally generate different gross margins. We sell our own products as well as third party products, which normally have lower margins than our own

Ericsson Annual Report on Form 20-F 2014

products. As a consequence, our reported gross margin in a specific period will be affected by the overall mix of products and services as well as the relative content of third party products. Further, network expansions and upgrades have much shorter lead times for delivery than initial network build outs. Orders for such network expansions and upgrades are normally placed at short notice by customers, often less than a month in advance,

Ericsson Annual Report on Form 20-F 2013

and consequently variations in demand are difficult to forecast. As a result, changes in our product and service mix and the short order time for certain of our products may affect our ability to accurately forecast sales and margins or detect in advance whether actual results will deviate from market consensus. Short-term variation could have a material adverse effect on our business, operating results, financial condition and cash flow.

We may not be able to properly respond to market trends in the industries in which we operate, including the ongoing convergence of the telecom, data and media industries, which may harm our market position relative to our competitors.

We are affected by market conditions and trends within the industries in which we operate, including the convergence of the telecom, data and media industries. Convergence is largely driven by technological development related to IP-based communications. This has changed the competitive landscape and affects our objective-setting, risk assessment and strategies. Competitors new to our business have entered and may continue to enter this new business context and negatively impact our market share in selected areas. If we fail to understand the market development, or fail to acquire the necessary competencies to develop and sell products, services and solutions that are competitive in this changing business environment, our business, operating results and financial condition will suffer.

Our business depends upon the continued growth of mobile communications and the acceptance of new services. If growth slows or new services do not succeed, operators’ investment in networks may slow or stop, harming our business.business and operating results.

A substantial portion of our business depends on the continued growth of mobile communications in terms of both the number of subscriptions and usage per subscriber, which in turn drives the continued deployment and expansion of network systems by our customers. If operators fail to increase the number of subscribers and/or stimulate increased usage does not increase, our business and operating results could be materially adversely affected. Also, if operators fail to monetize new services, fail to introduce new business models or experience a decline in operator revenues or profitability, their willingness to further invest in their network systems may decrease which will reduce their demand for our products and services and have an adverse effect on our business, operating results and financial condition.

Fixed and mobile networks converge and new technologies, such as IP and broadband, enable operators to deliver a range of new types of services in both fixed and mobile networks. We are dependent upon market acceptance of such services and the outcome of regulatory and standardization activities in this field, such as spectrum allocation. If delays in standardization, regulation, or market acceptance occur, this could adversely affect our business, operationaloperating results and financial condition.

We face intense competition from our existing competitors as well as new entrants, including IT companies entering the telecommunications market, and this could materially adversely affect our results.

The markets in which we operate are highly competitive in terms of price, functionality, service quality, customization, timing of development, and the introduction of new products and services. We face intense competition from significant competitors, many of which are very large, with substantial technological and financial resources and established relationships with operators. Further, certain competitors, Chinese companies in particular, have become relatively stronger in recent years. We may also encounter increased competition from new market entrants and alternative technologies or due toare evolving industry standards. In particular, we may face competition from large IT companies entering the telecommunications market who benefit from economies of scale due to being active in several industries. We cannot assure that we will be able to compete successfully with these companies. Our competitors may implement new technologies before we do, offer more attractively priced or enhanced products, services or solutions, or they may offer other incentives that we do not provide. Some of our competitors may also have greater resources in certain business segments or geographic markets than we do. Increased competition could result in reduced profit margins, loss of market share, increased research and development costs as well as increased sales and marketing expenses.expenses, which could have a material adverse effect on our business, operating results, financial condition and market share. Traffic development on cellular networks could be affected if more traffic is offloaded to Wi-Fi networks. Further, alternative services provided over-the-top have profound effects on operator voice/ SMS revenues with possible reduced capital expenses consequences.

Additionally, we operate in markets characterized by rapidly changing technology. This results in continuous price erosion and increased price competition for our products and services. If our counter measures, including enhanced products and business models or cost reductions cannot be achieved or do not occur in a timely manner, there could be adverse impacts on our business, operating results, financial condition and market share.

Vendor consolidation may lead to stronger competitors who are able to benefit from integration, scale and greater resources.

Industry convergence and consolidation among equipment and services suppliers could potentially result in stronger competitors that are competing as end-to-end suppliers as well as competitors more specialized in particular areas. Consolidation may also result in competitors with greater resources than we have or in reduction of our current scale advantages. This could have a materially adverse effect on our business, operating results, financial condition and market share.

A significant portion of our revenue is currently generated from a limited number of key customers, and operator consolidation may increase our dependence on key customers.

We derive most of our business from large, multi-year agreements with a limited number of significant customers. Many of these agreements are opened up on a yearly basis to renegotiate the price for our products and services and do not contain committed purchase volumes. Although no single customer representsrepresented more than 8% of our sales in 2013,2014, our ten largest customers

Ericsson Annual Report on Form 20-F 2014

accounted for 44%47% of our sales in 2013.2014. A loss of or a reduced role with a key customer could have a significant adverse impact on sales, profit and market share for an extended period.

In recent years, network operators have undergone significant consolidation, resulting in fewer operators with activities in several countries. This trend is expected to continue, and intra-country consolidation is likely to accelerate as a result of competitive pressure. A market with fewer and larger operators will increase our reliance on key customers and may negatively impact our bargaining position and profit margins. Moreover, if the combined companies operate in the same geographic market, networks may be shared and less network equipment and fewer associated services may be required. Network investments could be delayed by the consolidation process, which may include, among others, actions relating to merger or acquisition agreements, securing necessary regulatory approvals, or integration of businesses. Network operators have started to

Ericsson Annual Report on Form 20-F 2013

also share parts of their network infrastructure through cooperation agreements rather than legal consolidations, which may adversely affect demand for network equipment. Accordingly, operator consolidation may have a material adverse effect on our business, operating results, market share and financial condition.

Certain long-term agreements with customers still include commitments to future price reductions, requiring us to constantly manage and control our cost base.

Long-term agreements with our customers are typically awarded on a competitive bidding basis. In some cases, such agreements also include a commitment to future price reductions. In order to maintain our gross margin with such price reductions, we continuously strive to reduce the costs of our products through design improvements, negotiation of better purchase prices from our suppliers, allocation of more production to low-cost countries and increased productivity in our own production. However, there can be no assurance that our actions to reduce costs will be sufficient or quick enough to maintain our gross margin in such contracts, which may have a material adverse effect on our business, operating results and financial condition.

Growth of our managed services business is difficult to predict, and requires taking significant contractual risks.

Operators increasingly outsource parts of their operations to reduce cost and focus on new services. To address this opportunity, we offer operators various services in which we manage their networks. The growth rate in the managed services market is difficult to forecast and each new contract carries a risk that transformation and integration of the operations will not be as fast or smooth as planned. Additionally, early contract margins are generally low and the mix of new and old contracts may negatively affect reported results in a given period. Contracts for such services normally cover several years and generate recurring revenues. However, contracts have been, and may in the future be, terminated or reduced in scope, which has negative impacts on sales and earnings. While we believe we have a strong position in the managed services market, competition in this area is increasing, which may have adverse effects on our future growth, business, operating results and profitability.

We depend upon the development of new products and enhancements to our existing products, and the success of our substantial research and development investments is uncertain.

Rapid technological and market changes in our industry require us to make significant investments in technological innovation. We invest significantly in new technology, products and solutions. In order for us to be successful, those technologies, products and solutions must be accepted by relevant standardization bodies and by the industry as a whole. The failure of our research and development efforts to be technically or commercially successful, could have adverse effects on our business, operating results and financial condition. If we invest in the development of technologies, products and solutions that do not function as expected, are not adopted by the industry, are not ready in time, or are not successful in the marketplace, our sales and earnings may materially suffer. Additionally, it is common for research and development projects to encounter delays due to unforeseen problems. Delays in production and research and development may increase the cost of research and development efforts and put us at a disadvantage against our competition. This could have a material adverse effect upon our business, operating results and financial condition.

We engage in acquisitions and divestments which may be disruptive and require us to incur significant expenses.

In addition to in-house innovation efforts, we make strategic acquisitions in order to obtain various benefits such as reduced time-to-market, access to technology and competence, increased scale or to broaden our product portfolio or customer base. Future acquisitions could result in the incurrence of contingent liabilities and an increase in amortization expenses related to goodwill and other intangible assets, which could have a material adverse effect upon our business, operating results, financial condition and liquidity. Risks we could face with respect to acquisitions include:

 

Difficulties in the integration of the operations, technologies, products and personnel of the acquired company

 

Risks of entering markets in which we have no or limited prior experience

 

Potential loss of employees

 

Diversion of management’s attention away from other business concerns

 

Expenses of any undisclosed or potential legal liabilities of the acquired company.

From time to time we also divest parts of our business to optimize our product portfolio or operations. Any decision to dispose of or otherwise exit businesses may result in the recording of special charges, such as workforce reduction costs and industry- and technology-related write-offs. We cannot assure that we will be successful in consummating future acquisitions or divestments on favorable terms or at all. The risks associated with such acquisitions and divestments could have a material adverse effect upon our business, operating results, financial condition and liquidity.

We are in, and may enter into new, JV arrangements and have, and may have new, partnerships which may not be successful and expose us to future costs.

Our JV and partnering arrangements may fail to perform as expected for various reasons, including an incorrect assessment of our needs, our inability to take action without the approval of our partners or the capabilities or financial stability of our strategic partners. Our ability to work with these partners or develop new products and solutions may become constrained, which could harm our competitive position in the market.

Ericsson Annual Report on Form 20-F 2014

Additionally, our share of any losses from or commitments to contribute additional capital to such JV’s and partnerships may adversely affect our business, operating results, financial condition and cash flow.

We rely on a limited number of suppliers of components, production capacity and R&D and IT services, which exposes us to supply disruptions and cost increases.

Our ability to deliver according to market demands and contractual commitments depends significantly on obtaining a timely and adequate supply of materials, components, production capacity and other vital services on competitive terms. Although we strive to avoid single-source supplier solutions, this is not always possible. Accordingly, there is a risk that we will be unable to obtain key supplies we need to produce our products and provide our services on commercially reasonable terms, or at all. Failure by any of our suppliers could interrupt our product or services supply or operations and significantly limit sales or increase our costs. To find an alternative supplier or redesign products to replace components may take significant time which could cause significant delays or interruptions in the delivery of our products and services. We have from time to time experienced interruptions of supply and we may experience such interruptions in the future.

Ericsson Annual Report on Form 20-F 2013

Furthermore, our procurement of supplies requires us to predict future customer demands. If we fail to anticipate customer demand properly, an over or under supply of components and production capacity could occur. In many cases, some of our competitors utilize the same manufacturers and if they have purchased capacity ahead of us we could be blocked from acquiring the needed products. This factor could limit our ability to supply our customers or couldand increase costs. At the same time, we commit to certain capacity levels or component quantities, which, if unused, will result in charges for unused capacity or scrapping costs. We are also exposed to financial counterpart risks to suppliers when we pay in advance for supplies. Such supply disruptions and cost increases may negatively affect our business, operating results and financial condition.

Product or service quality issues could lead to reduced revenue and gross margins and declining sales to existing and new customers.

Sales contracts normally include warranty undertakings for faulty products and often include provisions regarding penalties and/or termination rights in the event of a failure to deliver ordered products or services on time or with required quality. Although we undertake a number of quality assurance measures to reduce such risks, product quality or service performance issues may negatively affect our reputation, business, operating results and financial condition. If significant warranty obligations arise due to reliability or quality issues, our operating results and financial position could be negatively impacted by costs associated with fixing software or hardware defects, high service and warranty expenses, high inventory obsolescence expense, delays in collecting accounts receivable or declining sales to existing and new customers.

Due to having a significant portion of our costs in SEK and revenues in other currencies, our business is exposed to foreign exchange fluctuations that could negatively impact our revenues and operating results.

We incur a significant portion of our expenses in SEK. As a result of our international operations, we generate, and expect to continue to generate, a significant portion of our revenue in currencies other than SEK. To the extent we are unable to match revenue received in foreign currencies with costs paid in the same currency, exchange rate fluctuations could have a negative impact on our consolidated income statement, balance sheet and cash flows when foreign currencies are exchanged or translated to SEK, which increases volatility in reported results.

As market prices are predominantly established in USD or EUR, we presently have a net revenue exposure in foreign currencies which means that a stronger SEK exchange rate would generally have a negative effect on our reported results. Our attempts to reduce the effects of exchange rate fluctuations through a variety of hedging activities may not be sufficient or successful, resulting in an adverse impact on our results and financial condition.

Our ability to benefit from intellectual property rights (IPR) which are critical to our business may be limited by changes in regulation limiting patents, inability to prevent infringement, the loss of licenses from third parties, infringement claims brought against us by competitors and others and changes in the area of open standards, especially in light of recent attention on licensing of open standard patents.

Although we have a large number of patents, there can be no assurance that they will not be challenged, invalidated, or circumvented, or that any rights granted in relation to our patents will in fact provide us with competitive advantages.

We utilize a combination of trade secrets, confidentiality policies, nondisclosure and other contractual arrangements in addition to relying on patent, copyright and trademark laws to protect our intellectual property rights. However, these measures may not be adequate to prevent or deter infringement or other misappropriation. In addition, we rely on many software patents, and limitations on the patentability of software may materially affect our business.

Moreover, we may not be able to detect unauthorized use or take appropriate and timely steps to establish and enforce our proprietary rights. In fact, existing legal systems of some countries in which we conduct business offer only limited protection of intellectual property rights, if at all. Our solutions may also require us to license technologies from third parties. It may be necessary in the future to seek or renew licenses and there can be no assurance that they would be available on acceptable terms, or at all. Moreover, the inclusion in our products of software or other intellectual property licensed from third parties on a non-exclusive basis could limit our ability to protect proprietary rights in our products.

Many key aspects of telecommunications and data network technology are governed by industry-wide standards usable by all market participants. As the number of market entrants and the complexity of technology increases, the possibility of functional overlap and inadvertent infringement of intellectual property rights also increases. In addition to industry-wide standards, other key industry-wide software solutions are today developed by market participants as free and open source software. Contributing to the development of software developed as free and open source software may limit our ability to enforce applicable patents in the future. Third parties have asserted, and may assert in the future, claims, directly against us or against our customers, alleging infringement of their intellectual property rights. Defending such claims may be expensive, time-consuming and divert the efforts of our management and/or technical personnel. As a result of litigation, we could be required to pay damages and other compensation

Ericsson Annual Report on Form 20-F 2014

directly or to indemnify our customers for such damages and other compensation, develop non-infringing products/technology or enter into royalty or licensing agreements. However, we cannot be certain that such licenses will be available to us on commercially reasonable terms or at all, and such judgments could have a materiallymaterial adverse effect on our business, reputation, operating results and financial condition. Using free and open source software may allow third parties to further investigate our software due to the accessibility of source code. This may in turn make this software more prone to assertions from third parties.

Recent attention on licensing of patents necessary to conduct an open standard (e.g. 2G, 3G and 4G technology), investigations held by antitrust authorities and legislative change could potentially affect Ericsson’s ability to benefit from its patent portfolio in the area of such open standards, which could have a material adverse effect on our business, reputation, operating results and financial condition. Ericsson holds a leading patent portfolio in open standards and possible changes regarding such a portfolio may materially affect our business.reputation, business, operating results and financial condition.

We are involved in lawsuits and investigations which, if determined against us, could require us to pay substantial damages, fines and/or penalties.

In the normal course of our business we are involved in legal proceedings. These lawsuits include such matters as commercial

Ericsson Annual Report on Form 20-F 2013

disputes, claims regarding intellectual property, antitrust, tax and labourlabor disputes. Litigation can be expensive, lengthy and disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult to predict. An unfavorable resolution of a particular lawsuit could have a material adverse effect on our business, operating results, financial condition and reputation.

As a publicly listed company, Ericsson may be exposed to lawsuits in which plaintiffs allege that the Company or its officers have failed to comply with securities laws, stock market regulations or other laws, regulations or requirements. Whether or not there is merit to such claims, the time and costs incurred to defend the Company and its officers and the potential settlement or compensation to the plaintiffs could have significant impact on our reported results and reputation. For additional information regarding certain of the lawsuits in which we are involved, see “Legal Proceedings” in the Board of Directors’ Report.

Our operations are complex and several critical operations are centralized in a single location. Any disruption of our operations, whether due to natural or man-made events, may be highly damaging to the operation of our business.

Our business operations rely on complex operations and communications networks, which are vulnerable to damage or disturbance from a variety of sources. Having outsourced a significant portionportions of our operations, such as IT, finance and HR operations, we depend partly on the performance of external companies, including their security and reliability measures of external companies.measures. Regardless of protection measures, our systems and communications networks are susceptible to disruption due to failure, vandalism, computer viruses, security or privacy breaches, natural disasters, power outages and other events. We also have a concentration of operations on certain sites, including R&D, production, network operation centers, ICT centers and logistic centers and shared services centers, where business interruptions could cause material damage and costs. The delivery of goods from suppliers, and to customers, could also be hampered for the reasons stated above. Interruptions to our systems and communications may have an adverse effect on our operations and financial condition.

Cyber security incidents affecting our business may have a material adverse effect on our business, financial condition, reputation and brand.

Ericsson’s business operations involve areas that are particularly vulnerable to cyber security incidents such as data breaches, intrusions, espionage, know-how and data privacy infringements, leakage and general malfeasance. Examples of these areas include, among others, research and development, managed services, usage of cloud solutions, software development, lawful interception, product engineering, IT, finance and product engineering.HR operations. Any cyber security incident including unintended use, involving our operations, product development, services, our third party providers or installed product base, could cause severe harm to Ericsson and could have a material adverse effect on our business, financial condition, reputation and brand.

Ericsson relies heavily on third parties to whom we have outsourcedout-sourced significant aspects of our IT infrastructure, product development, engineering services, finance and engineering services.HR operations. While we have taken precautions relating to the selection, integration and ongoing management of these third parties, any event or attack that is caused as a result of vulnerabilities in their operations or products supplied to us could have a material adverse effect upon Ericsson, our business, financial condition, reputation and brand, potentially slowing operations, leaking valuable intellectual property or sensitive information or damaging our products which have been installed in our customers’ networks.

We must continue to attract and retain highly qualified employees to remain competitive.

We believe that our future success largely depends on our continued ability to hire, develop, motivate and retain engineers and other qualified personnel needed to develop successful new products, support our existing product range and provide services to our customers.

Competition for skilled personnel and highly qualified managers in the telecommunications industryindustries in which we operate remains intense. We are continuously developing our corporate culture, remuneration, promotion and benefits policies as well as other measures aimed at empowering our employees and reducing employee turnover. However, there are no guarantees that we will be successful in attracting and retaining employees with appropriate skills in the future, and failure in retention and recruiting could have a material adverse effect on our business and brand.

If our customers’ financial conditions decline, we will be exposed to increased credit and commercial risks.

After completing sales to customers, we may encounter difficulty collecting accounts receivables and could be exposed to risks associated with uncollectable accounts receivable. We regularly assess the credit worthiness of our customers and based on that we determine a credit limit for each one of them. Challenging economic conditions have impacted some of our customers’ ability to pay their accounts receivables. Although our credit losses have historically been low and we have policies and procedures for managing customer finance credit risk we may be unable to avoid

Ericsson Annual Report on Form 20-F 2014

future losses on our trade receivables. We have also experienced demands for customer financing, and in adverse financial markets or more competitive environments, those demands may increase. Upon the financial failure of a customer, we may experience losses on credit extended and loans made to such customer, losses relating to our commercial risk exposure, and the loss of the customer’s ongoing business. If customers fail to meet their obligations to us, we may experience reduced cash flows and losses in excess of reserves, which could materially adversely impact our operating results and financial condition.

We rely on various capital sources for short-term and long-term capital for the funding of our business. Should such capital become unavailable or available in insufficient amounts or unreasonable terms, our business, financial condition and cashflowcash flow may materially suffer.

Our business requires a significant amount of cash. If we do not generate sufficient amounts of capital to support our operations, service our debt and continue our research and development and customer finance programs, or if we cannot raise sufficient amounts of capital at the required times and on the setreasonable terms, our business is likely to be adversely affected. Access to funding may decrease or become more expensive as a result of our operational and financial condition, market conditions, including financial conditions in the Eurozone, or due to deterioration in our credit rating. There can be no assurance that additional sources of funds that we may need from time to time will be available or available on reasonable terms.terms or at all. If we cannot access capital on a commercially viable basis, our business, financial condition and cashflowcash flow could materially suffer.

Ericsson Annual Report on Form 20-F 2013

Impairment of goodwill or other intangible assets may negatively impact our financial condition.condition and results of operations.

An impairment of goodwill or other intangible assets could adversely affect our financial condition or results of operations. We have a significant amount of goodwill and intangible assets; for example, patents, customer relations, trademarks and software.

Goodwill is the only intangible asset the company has recognized to have indefinite useful life.

Other intangible assets are mainly amortized on a straight-line basis over their estimated useful lives, but for no more than ten years, and are reviewed for impairment whenever events such as product discontinuances, product dispositions or other changes in circumstances indicate that the carrying amount may not be wholly recoverable. Those not yet in use are tested for impairment annually.

Historically, we have recognized impairment charges related to intangible assets mainly due to restructuring. Additional impairment charges may be incurred in the future that could be significant due to various reasons, including restructuring actions or adverse market conditions that are either specific to us or the broader telecommunications industry or more general in nature and that could have an adverse effect on our operating results and financial condition.

Negative deviations in actual cash flows compared to estimated cash flows as well as new estimates that indicate lower future cash flows might result in recognition of impairment charges. Estimates require management judgment as well as the definition of cash-generating units for impairment testing purposes. Other judgments might result in significantly different results and may differ from the actual financial condition in the future.

REGULATORY, COMPLIANCE AND CORPORATE GOVERNANCE RISKSRegulatory, Compliance and Corporate Governance Risk

OurEricsson may fail or be unable to comply with laws or regulations and could experience penalties and adverse rulings in enforcement or other proceedings, which could have a material adverse impact on our business, financial condition and brand.

The industries in which we operate are subject to laws and regulations. While Ericsson strives for compliance, we cannot assure that violations do not occur. If we fail to or are unable to comply with applicable laws and regulations, we could experience penalties and adverse rulings in enforcement or other proceedings, which could have a material adverse effect on our business, financial condition and reputation.

Further our business may suffer as a result of changes in laws or regulations which could subject us to liability, increaseincreased costs, or reducereduced product demand.demand and have a material adverse effect on our business, financial condition and brand.

Telecommunications is an industry which is subject to regulations. Changes to these regulations may adversely affect both our customers’ and our own operations. For example, regulations imposing more stringent, time-consuming or costly planning and zoning requirements or building approvals for radio base stations and other network infrastructure could adversely affect the timing and costs of network construction or expansion, and ultimately the commercial launch and success of these networks. Similarly, tariff and roaming regulations or rules on network neutrality could also affect operators’ ability or willingness to invest in network infrastructure, which in turn could affect the sales of our systems and services. Additionally, delay in radio frequency spectrum allocation, and allocation between different types of usage may adversely affect operator spending or force us to develop new products to be able to compete.

Further, we develop many of our products and services based on existing regulations and technical standards. Changes to existing regulations and technical standards, or the implementation of new regulations and technical standards relating to products and services not previously regulated, could adversely affect our development efforts by increasing compliance costs and causing delay. Demand for those products and services could also decline. Regulatory changes in license fees, environmental, health and safety, privacy and other regulatory areas may increase costs and restrict our operations or the operations of network operators and service providers. Also indirect impacts of such changes and regulatory changes in other fields, such as pricing regulations, could have an adverse impact on our business even though the specific regulations may not apply directly to our products or us.

Ericsson may fail or be unable to comply with laws or regulations and could experience adverse rulings in enforcement or other proceedings, which could have a material adverse impact on our business, financial condition and brand.

Our substantial international operations are subject to uncertainties which could affect our operating results.

We conduct business throughout the world and are subject to the effects of general global economic conditions as well as conditions unique to specific countries or regions. We have customers in more than 180 countries, with a significant proportion of our sales to emerging markets in the Asia Pacific region, Latin America, Eastern Europe, the Middle East and Africa.

Ericsson Annual Report on Form 20-F 2014

Our extensive operations are subject to numerous additional risks, including civil disturbances, economic and politicalgeopolitical instability and conflict, pandemics, the imposition of exchange controls, economies which are subject to significant fluctuations, nationalization of private assets or other governmental actions affecting the flow of goods and currency, and difficulty of enforcing agreements and collecting receivables through local legal systems. Further, in certain markets in which we operate, there is a risk of protectionist governmental measures implemented to assist domestic market participants at the expense of foreign competitors. The implementation of such measures could adversely affect our sales or our ability to purchase critical components.

We must always comply with relevant export control regulations and sanctions or other trade embargoes in force not only atin all parts of the time of sale but also at the time of delivery.business process. The political situation in parts of the world, particularly in the Middle East, remains uncertain and the level of sanctions areis still high. A universal element of these sanctions is the financial restrictions with respect to individuals and/or legal entities, but sanctions can also restrict certain exports and ultimately lead to a complete trade embargo towards a country. In particular, the sanctions towards Iran are still significant in scope, although in part temporarily and conditionally recently relieved. The EU exemption for certain standard telecom equipment is still maintained. Even so, there is a risk in many of these countries of unexpected changes in regulatory requirements, tariffs and other trade barriers, price or exchange controls, or other governmental policies which could limit our operations and decrease our profitability. Further export control regulations, sanctions or other forms of trade restrictions imposed on countries in which we are active may result in a reduction of commitment in those countries. The need to terminate activities as a result of further trade restrictions may also expose us to customer claims and other actions. Although we seek to comply with all such regulations, there can be no assurance that we are or will be in the future, compliant with all relevant regulations and such violations, even unintentionalat all times. Such violations could have material adverse effects on our business, operating results, reputation and brand.

There has been a growing concern reported by media and others, that certain countries may use features of their telecommunications systems in violation of human rights. This may adversely affect the telecommunications business and may have a negative impact on our reputation and brand.

As a result of the credit crisis in Europe, concerns persist regarding the debt burden of certain Eurozone countries and their

Ericsson Annual Report on Form 20-F 2013

ability to meet future financial obligations, the overall stability of the euro and the suitability of the euro as a single currency given the diverse economic and political circumstances in individual member states. These and other concerns could in worst case lead to the re-introduction of individual currencies in one or more member states, or, in more extreme circumstances, the possible dissolution of the euro entirely. These potential developments, or market perceptions concerning these and related issues, could adversely affect our operations and have a material adverse effect on our business, operating results and financial condition.

We may fail to comply with our corporate governance standards which could negatively affect our business, operating results, financial condition, reputation and our brand.

We are subject to corporate governance laws and regulations and are also committed to several corporate responsibility and sustainability initiatives. In some of the countries where we operate, corruption risks are high. In addition, there is higher focus on anticorruption,anti-corruption, for example with changed legislation in many countries. To ensure that our operations are executedconducted in accordance with applicable requirements, our management system includes a Code of Business Ethics, a Code of Conduct and a Sustainability Policy, as well as other policies and directives to govern our processes and operations. Our commitment to apply the UN Global Compact principles, the UN Guiding Principles for Business and Human Rights and principles of the Partnering Against Corruption Initiative to our operation cannot fully prevent unintended or unlawful use of our technology by democratic and non-democratic regimes, violation of our Code of Business Ethics, corruption or violations of our Code of Conduct in the supply chain. While we attempt to monitor and audit internal compliance with the policies and directives as well as our suppliers’ adherence to our Code of Conduct and strive for continuous improvements, we cannot provide any assurances that violations will not occur which could have material adverse effects on our business, operating results, reputation and brand.

Failure to comply with environmental, health and safety regulations in many jurisdictions may expose us to significant penalties and other sanctions.

We are subject to certain environmental, health and safety laws and regulations that affect our operations, facilities, products and productsservices in each of the jurisdictions in which we operate. While we believe that we are in compliance with all material laws and regulations related to the environment, health, and safety that apply to us, we can provide no assurance that we have been, are, or will in the future be compliant with these regulations. If we have failed or fail to comply with these regulations, we could be subject to significant penalties and other sanctions that could have a material adverse effect on our business, operating results, financial condition, reputation and brand. Additionally, there is a risk that we may have to incur expenditures to cover environmental and health liabilities to maintain compliance with current or future laws and regulations or to undertake any necessary remediation. It is difficult to reasonably estimate the future impact of environmental matters, such as climate change and weather events, including potential liabilities. This is due to several factors, particularly the length of time often involved in resolving such matters. Adverse future events, regulations, or judgments could have a material adverse effect on our business, operating results, financial condition, reputation and brand.

Potential health risks related to electromagnetic fields may subject us to various product liability claims and result in regulatory changes.

The mobile telecommunications industry is subject to claims that mobile handsets and other devices that generate electromagnetic fields expose users to health risks. At present, a substantial number of scientific studies conducted by various independent research bodies have indicated that electromagnetic fields, at levels within the limits prescribed by public health authority safety standards and recommendations, cause no adverse effects to human health. However, any perceived risk or new scientific findings of adverse health effects from mobile communication devices and equipment could adversely affect us through a reduction in sales or through liability claims. Although Ericsson’s products are designed to comply with all current safety standards and recommendations regarding applicable electromagnetic fields, we cannot guarantee that we will not become the subject of product liability claims or be held liable for such claims or be required to comply with future regulatory changes that may have an adverse effect on our business, operating results, financial condition, reputation and brand.

Ericsson Annual Report on Form 20-F 2014

Regulations related to “conflict minerals” may cause us to incur additional expenses, and may make our supply chain more complex.

In 2012, the US Securities and Exchange Commission ( the “SEC”(“SEC”) adopted a new rule requiring disclosures beginning in 2014 of specified minerals (“conflict( “conflict minerals”) that are necessary to the functionality or production of products manufactured or contracted to be manufactured by companies registeredthat file periodic reports with the SEC, whether or not these products or their components are manufactured by third parties. While we believe that we will be able to fulfill these requirements without materially affecting our costs or access to materials we can provide no assurance that there will not be material costs associated with complying with the disclosure requirements.

While we work These requirements could adversely affect the sourcing, availability and strive to be able to sufficiently verifypricing of minerals used in the originsmanufacture of these minerals,certain of our products. In addition, since our supply chain is complex, and we may not be able to sufficiently verify the origins of the relevantfor these minerals usedcontained in our products through the due diligence procedures that we implement, which may harm our reputation. In addition weWe may also encounter challenges if customers require that all of the components of our products be certified as conflict-free. These new disclosure requirements may negatively affect our business, operating results, financial condition, reputation and brand.

RISKS ASSOCIATED WITH OWNING ERICSSON SHARESRisks associated with owning Ericsson shares

Our share price has been and may continue to be volatile, especially as technology companies, securities and markets as a whole remain volatile.

Our share price has been volatile due to various factors, including our operating performance as well as the high volatility in the securities markets generally and volatility in telecommunications and technology companies’ securities in particular. Our share price is also likely to be affected by future developments in our market, our reported financial results and the expectations of financial analysts, as well as statements and market speculation regarding our future prospects or the timing or content of any public communications, including reports of operating results, by us or our competitors.

Ericsson Annual Report on Form 20-F 2013

Factors other than our financial results that may affect our share price include, but are not limited to:

 

A weakening of our brand name or other circumstances with adverse effects on our reputation

 

Announcements by our customers, competitors or us regarding capital spending plans of our customers

 

Financial difficulties for our customers

 

Awards of large supply or service contracts

 

Speculation in the press or investment community about the business level or growth in the telecommunications market

 

Technical problems, in particular those relating to the introduction and viability of new network systems, including LTE/4G and new platforms such as the RBS 6000 (multi-standard radio base station) platform

 

Actual or expected results of ongoing or potential litigation

 

Announcements concerning bankruptcy or investigations into the accounting procedures of ourselves or other telecommunications companies

 

Our ability to forecast and communicate our future results in a manner consistent with investor expectations.

Currency fluctuations may adversely affect share value or value of dividends.

Because our shares are quoted in SEK on NASDAQ OMXNasdaq Stockholm (our primary stock exchange), but in USD on NASDAQ New York (ADSs), fluctuations in exchange rates between SEK and USD may affect the value of our shareholders’ investments. In addition, because we pay cash dividends in SEK, fluctuations in exchange rates may affect the value of distributions when converted into other currencies. An increasing part of the trade in our shares is carried out on alternative exchanges or markets, which may lead to less accurate share price information on NASDAQ OMXNasdaq Stockholm or NASDAQ New York.

Ericsson Annual Report on Form 20-F 20132014

 

FORWARD-LOOKING STATEMENTS

This Annual Report includes forward-looking statements, including statements reflecting management’s current views relating to the growth of the market, future market conditions, future events and expected operational and financial performance. The words “believe,” “expect,” “foresee,” “anticipate,” “assume,” “intend,” “may,” “could,” “plan,” “estimate,” “forecast,” “will,” “should,” “predict,” “aim,” “ambition,” “target,” “might,” or, in each case, their negative, and similar words are intended to help identify forward-looking statements.

Forward-looking statements may be found throughout this document, and include statements regarding:

 

Our goals, strategies and operational or financial performance expectations

 

Development of corporate governance standards, stock market regulations and related legislation

 

The future characteristics of the markets in which we operate

 

Projections and other characterizations of future events

 

Our liquidity, capital resources, capital expenditures, our credit ratings and the development in the capital markets, affecting our industry or us

 

The expected demand for our existing as well as new products and services

 

The expected operational or financial performance of joint ventures and other strategic cooperation activities

 

The time until acquired entities will be accretive to income

 

Technology and industry trends including regulatory and standardization environment, competition and our customer structure

 

Our plans for new products and services including research and development expenditures.

Although we believe that the expectations reflected in these and other forward-looking statements are reasonable, we cannot assure you that these expectations will materialize. Because forward-looking statements are based on assumptions, judgments and estimates, and are subject to risks and uncertainties, actual results could differ materially from those described or implied herein.

Important factors that could affect whether and to what extent any of our forward-looking statements materialize include, but are not limited to:

 

Challenging global economic conditions may adversely impact the demand and pricing for our products and services as well as limit our ability to grow.

 

We may not be successful in implementing our strategy or in achieving improvements in our earnings.

The telecommunications industry fluctuates and is affected by many factors, including the economic environment, and decisions made by operators and other customers regarding their deployment of technology and their timing of purchases.

 

Sales volumes and gross margin levels are affected by the variationmix and short order timeordertime of our products and services.

 

We may not be able to properly respond to market trends in the industries in which we operate, including the ongoing convergence of the telecom, data and media industries, which may harm our market position relative to our competitors.

 

Our business depends upon the continued growth of mobile communications and the acceptance of new services. If growth slows or new services do not succeed, operators’ investment in networks may slow or stop, harming our business.business and operating results.

 

We face intense competition from our existing competitors as well as new entrants, including IT companies entering the telecommunications market, and this could materially adversely affect our results.

 

Vendor consolidation may lead to stronger competitors who are able to benefit from integration, scale and greater resources.

 

A significant portion of our revenue is currently generated from a limited number of key customers, and operator consolidation may increase our dependence on key customers.

 

Certain long-term agreements with customers still include commitments to future price reductions, requiring us to constantly manage and control our cost base.

 

Growth of our managed services business is difficult to predict, and requires taking significant contractual risks.

 

We depend upon the development of new products and enhancements to our existing products, and the success of our substantial research and development investments is uncertain.

 

We engage in acquisitions and divestments which may be disruptive and require us to incur significant expenses.

 

We are in, and may enter into new JV arrangements and have, and may have new, partnerships which may not be successful and expose us to future costs.

 

We rely on a limited number of suppliers of components, production capacity and R&D and IT services, which exposes us to supply disruptions and cost increases.

 

Product or service quality issues could lead to reduced revenue and gross margins and declining sales to existing and new customers.

 

Due to having a significant portion of our costs in SEK and revenues in other currencies, our business is exposed to foreign exchange fluctuations that could negatively impact our revenues and operating results.

 

Our ability to benefit from intellectual property rights (IPR) which are critical to our business may be limited by changes in regulation limiting patents, inability to prevent infringement, the loss of licenses from third parties, infringement claims brought against us by competitors and others and changes in the area of open standards, especially in light of recent attention on licensing of open standard patents.

 

We are involved in lawsuits and investigations which, if determineddeter- mined against us, could require us to pay substantial damages, fines and/or penalties.

 

Our operations are complex and several critical operations are centralized in a single location. Any disruption of our operations, whether due to natural or man-made events, may be highly damaging to the operation of our business.

Ericsson Annual Report on Form 20-F 2013

 

Cyber security incidents affecting our business may have a material adverse effect on our business, financial condition, reputation and brand.

Ericsson Annual Report on Form 20-F 2014

 

We must continue to attract and retain highly qualified employees to remain competitive.

 

If our customers’ financial conditions decline, we will be exposed to increased credit and commercial risks.

 

We rely on various capital sources for short-term and long-term capital for the funding of our business. Should such capital become unavailable or available in insufficient amounts or unreasonable terms, our business, financial condition and cashflow may materially suffer.

 

Impairment of goodwill or other intangible assets may negatively impact financial condition.condition and results of operations.

 

Our businessEricsson may suffer as a result of changes infail or be unable to comply with laws or regulations and could experience penalties and adverse rulings in enforcement or other proceedings, which could subject us to liability, increase costs, or reduce product demand.have a material adverse impact on our business, financial condition and brand.

 

Our substantial international operations are subject to uncertainties which could affect our operating results.

 

We may fail to comply with our corporate governance standards which could negatively affect our business, operating results, financial condition, reputation and our brand.

 

Failure to comply with environmental, health and safety regulations in many jurisdictions may expose us to significant penalties and other sanctions.

 

Potential health risks related to electromagnetic fields may subject us to various product liability claims and result in regulatory changes.

 

Regulations related to “conflict minerals” may cause us to incur additional expenses, and may make our supply chain more complexcomplex.

 

Our share price has been and may continue to be volatile, especially as technology companies, securities and markets as a whole remain volatile.

 

Currency fluctuations may adversely affect share value or value of dividends.

Certain of these risks and uncertainties are described further in “Risk factors.” We undertake no obligation to publicly update or revise any forward-looking statements included in this Annual Report, whether as a result of new information, future events or otherwise, except as required by applicable law or stock exchange regulation.

Ericsson Annual Report on Form 20-F 20132014

 

CORPORATE GOVERNANCE REPORT 20132014

Corporate governance describes how rights and responsibilities are distributed among corporate bodies according to applicable laws, rules and internal processes. Corporate governance also defines the decision-making systems and structure through which owners directly or indirectly control a company.

Building trust, both withinEricsson’s core values “professionalism, respect and perseverance”, together with Ericsson’s continuous corporate governance focus, have an organizationimportant role in creating and in relation to external stakeholders,maintaining a robust corporate culture globally where business is conducted with integrity. I am confident that such robust corporate culture is a key factor for successful business operations. Good corporate governance forms the basis for building a robust corporate culture throughout a global organization. Ericsson’s corporate governance work focuses both on establishing efficientorganization to maintain competitive and reliable controls and procedures and on establishing a globalsustainable business culture where business is conducted with integrity, applying Ericsson’s core values: professionalism, respect and perseverence.operations worldwide.

OneImportant tasks of the Board of Directors’ tasks isDirectors are to support and develop talent management, to give Group management clear governance frameworks and mandates, and to exercise critical review of its work.set the Group strategy. As Chairman of the Board, I therefore workknow that the Board needs to have considerable insight in the business activities of Ericsson and in the markets in which Ericsson operates, to provide support to management and add value, while also exercising due control of the business operations. Therefore, I strive to enable an open and meaningful dialogue between the Board and the Group management.

This Corporate Governance Report 2014 aims to describe how Ericsson continuously works with these matters and how we focus on establishing efficient and reliable controls and procedures. I believe that this dialogue is crucial to allow the Board to adequately set Ericsson’s strategy and to add value to and exercise due control of Ericsson’s business operations.

I am confident that the continuous corporate governance focus within Ericsson buildsand work to create a robust corporate culture build trust, whichand in turn, generates shareholder value.generate value for our investors.

Leif Johansson

Chairman of the Board of Directors

This Corporate Governance Report is rendered as a separate report added to the Annual Report in accordance with the Annual Accounts Act ((SFS 1995:1554) Chapter 6, Sections 6 and 8) and the Swedish Corporate Governance Code.

The report has been reviewed by Ericsson’s auditor in accordance with the Annual Accounts Act. A report from the auditor is appended hereto.

Ericsson’s core values

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Ericsson Annual Report on Form 20-F 20132014

 

REGULATION AND COMPLIANCERegulation and compliance

External rules

As a Swedish public limited liability company with securities quoted on NASDAQ OMXNasdaq Stockholm as well as on NASDAQ New York, Ericsson is subject to a variety of rules that affect its governance. Major external rules include:

 

The Swedish Companies Act

 

The Rule Book for issuers of NASDAQ OMXNasdaq Stockholm

 

The Swedish Corporate Governance Code (the “Code”)

 

NASDAQ Stock Market Rules, including applicable NASDAQ New York corporate governance requirements (subject to certain exemptions principally reflecting mandatory Swedish legal requirements)

 

Applicable requirements of the US Securities and Exchange Commission (the “SEC”).

Internal rules

In addition, to ensure compliance with legal and regulatory requirements and the high standards that we set for ourselves, Ericsson has adopted internal rules that include:

 

A Code of Business Ethics

 

Group Steering Documents, including Group policies and directives, instructions and business processes for approval, control and risk management

 

A Code of Conduct, to be applied in product development, production, supply and support of Ericsson products and services worldwide.

The articles of association and the work procedure for the Board of Directors also include internal corporate governance rules.

Compliance with the Swedish Corporate Governance Code

Ericsson is committed to complying with best-practice corporate governance on a global level wherever possible. This includes continued compliance with the Code. Ericsson does not report any deviations from the rules of the Code in 2013. The Code is published on the website of the Swedish Corporate Governance Board which administrates the Code: www.corporategovernanceboard.se.

Compliance with applicable stock exchange rules

In 2013, there has been no infringement of applicable stock exchange rules and no breach of good practice on the securities market reported by the stock exchange’s disciplinary committee or the Swedish Securities Council.

Code of Business Ethics

Ericsson’s Code of Business Ethics summarizes the Group’s basicfundamental Group policies and directives and contains rules to ensure that business is conducted with a strong sense of integrity. This is critical to maintain trust and credibility with Ericsson’s customers, partners, employees, shareholders and other stakeholders.

The Code of Business Ethics contains rules for all individuals performing work for Ericsson, under the staff management of Ericsson or in Ericsson premises, whether as an employee of Ericsson or a subcontractor, or as a private contractor. The Code of Business Ethics has been translated into 30 languages. This ensures that it is accessible to everyone working for Ericsson. During recruitment, employees acknowledge that they are aware of the principles of the Code of Business Ethics. This procedure is repeated during the term of employment. Through this process, Ericsson strives to raise awareness throughout its global operations.

Everyone working for Ericsson has an individual responsibility to ensure that business practices adhere to the Code of Business Ethics.

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GOVERNANCE STRUCTURECompliance with regulations

Compliance with the Swedish Corporate Governance Code

The Code is based on the principle of “comply or explain” and is published on the website of the Swedish Corporate Governance Board, which administrates the Code: www.corporategovernanceboard.se. Ericsson is committed to complying with best-practice corporate governance on a global level wherever possible. This includes continued compliance with the Code. Ericsson does not report any deviations from the rules of the Code in 2014.

Compliance with applicable stock exchange rules

There has been no infringement of applicable stock exchange rules and no breach of good practice on the securities market reported by the stock exchange’s disciplinary committee or the Swedish Securities Council in 2014.

Ericsson Annual Report on Form 20-F 2014

Governance structure

Shareholders may exercise their decision-making rights in the CompanyTelefonaktiebolaget LM Ericsson (the “Parent Company”) at General Meetings of shareholders.

A Nomination Committee is appointed each year by the major shareholders in accordance with the Instruction for the Nomination Commit-teeCommittee adopted by the Annual General Meeting of shareholders. The tasks of the Nomination Committee include the proposal of an external auditor and Board members for election by the Annual General Meeting of shareholders and proposals of Board member and auditor remuneration.

In addition to the Board members elected by shareholders, the Board of Directors consists of employee representatives and their deputies, which the unions have the right to appoint under Swedish law. The Board of Directors is ultimately responsible for the strategy and the organization of Ericsson and the management of its operations.

The President and CEO, appointed by the Board of Directors, is responsible for handling the day-to-day management of Ericsson in accordance with instructionsguidelines from the Board. The President and CEO is supported by the Executive Leadership Team (ELT).

The external auditor of Ericsson is elected by the General Meeting of shareholders.

 

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SHAREHOLDERSShareholders

Ownership structure

As of December 31, 2013, Telefonaktiebolaget LM Ericsson (the “Parent Company”)2014, the Parent Company had 516,922482,025 registered shareholders, of which 503,668470,016 were resident or located in Sweden (according to the share register kept by Euroclear Sweden AB). Swedish institutions held almost 57%approximately 54.65% of the votes. The largest shareholders as of December 31, 20132014 were Investor AB, with 21.50% of the votes, and AB Industrivärden, with 19.96%20.05% of the votes

Ericsson Annual Report on Form 20-F 2013

(together (together with Svenska Handelsbankens Pensionsstiftelse and Pensionskassan SHB Försäkringsförening).

A significant number of the shares held by foreign investors are nominee-registered, i.e. held off-recordof-record by banks, brokers and/or nominees. This means that the actual shareholder is not displayed in the share register or included in the shareholding statistics.

More information on Ericsson’s shareholders can be found in the chapter “Share Information” in the Annual Report.

 

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Shares and voting rights

The share capital of the Parent Company consists of two classes of listed shares: A and B shares. Each Class A share carries one vote and each Class B share carries one tenth of one vote. Class A and B shares entitle the holder to the same proportion of assets and earnings and carry equal rights to dividends.

The Parent Company may also issue Class C shares, which shares are used to create treasury stock to finance and hedge long-term variable remunerationcompensation programs resolved by the General Meeting of shareholders. Class C shares are converted into Class B shares before they are used for long-term variable remunerationcompensation programs.

In the United States, the Ericsson Class B share isshares are listed on NASDAQ New York in the form of American Depositary Shares (ADS) evidenced by American Depositary Receipts (ADR). Each ADS represents one Class B share.

The members of the Board of Directors and the Executive Leadership Team have the same voting rights on shares as other shareholders holding the same class of shares.

Ericsson Annual Report on Form 20-F 2014

GENERAL MEETINGS OF SHAREHOLDERSGeneral Meetings of shareholders

Decision-making at General Meetings

The decision-making rights of Ericsson’s shareholders are exercised at General Meetings of shareholders. Most resolutions at General Meetings are passed by a simple majority. However, the Swedish Companies Act requires qualified majorities in certain cases, for example in case of:

 

Amendment of the Articles of Association

 

Resolution to transfer treasury stock to employees participating in long-term variable remunerationcompensation programs.

The Annual General Meeting of shareholders

The Annual General Meeting of shareholders (AGM) is held in Stockholm. The date and venue for the meeting isare announced on the Ericsson website no later than at the time of release of the third-quarter interim financial report.report in the preceding year.

Shareholders who cannot participate in person may be represented by proxy. Only shareholders registered in the share register have voting rights. Nominee-registered shareholders who wish to vote must request to be entered into the share register by the record date for the AGM.

The AGM is held in Swedish and is simultaneously interpretedtranslated into English. All documentation provided by the Company is available in both Swedish and English.

The AGM gives shareholders the opportunity to raise questions relating to the operations of the Group. Normally, the majority of the members of the Board of Directors and the Executive Leadership Team is present to answer such questions. Shareholders and other interested parties may also correspond in writing with the Company at any time.

The external auditor is always present at the AGM.

Ericsson’s Annual General Meeting 20132014

Including shareholders represented by proxy, 2,8852,930 shareholders were represented at the AGM held on April 9, 2013,11, 2014, making up approximately 69%almost 70% of the votes.

The meeting was also attended by members of the Board of Directors, members of the Executive Leadership Team (ELT) and the external auditor.

Decisions of the AGM 20132014 included:

 

Payment of a dividend of SEK 2.753 per share

 

Re-election of Leif Johansson as Chairman of the Board of Directors

 

Re-election of members of the Board of Directors: Roxanne S. Austin, Sir Peter L. Bonfield, Nora Denzel, Börje Ekholm, Alexander Izosimov, Ulf J. Johansson, Sverker Martin-Löf, Hans Vestberg and Jacob Wallenberg

Election of Nora Denzel, Kristin Skogen Lund, Hans Vestberg, Jacob Wallenberg and Pär Östberg as new members of the Board of Directors

 

Board of Directors’ fees:

 

Chairman: SEK 3,850,0003,975,000 (previously SEK 3,750,000)3,850,000)

 

Other non-employee Board members: SEK 900,000950,000 each (previously SEK 875,000)900,000)

 

Chairman of the Audit Committee: SEK 350,000 (unchanged)

Ericsson Annual Report on Form 20-F 2013

 

Other non-employee members of the Audit Committee: SEK 250,000 each (unchanged)

 

Chairmen of the Finance and Remuneration Committees: SEK 200,000 each (unchanged)

 

Other non-employee members of the Finance and Remuneration Committees: SEK 175,000 each (unchanged)

 

Approval for part of the Directors’ fees to be paid in the form of synthetic shares

 

Approval of Guidelines for remuneration to Group Managementmanagement

 

Implementation of a Long-Term Variable RemunerationCompensation Program 2013.2014.

The minutes from the AGM 20132014 are available on Ericsson’s website.

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CONTACT THE BOARD OF DIRECTORSContact the Board of Directors

Telefonaktiebolaget LM Ericsson

The Board of Directors Secretariat

SE-164 83 Stockholm

Sweden

boardsecretariat@ericsson.com

CONTACT THE NOMINATION COMMITTEEAnnual General Meeting 2015

Telefonaktiebolaget LM Ericsson

The Nomination Committee

c/o General Counsel’s Office

SE-164 83 Stockholm

Sweden

nomination.committee@ericsson.com

ANNUAL GENERAL MEETING 2014

Ericsson’s AGM 20142015 will take place on April 11, 201414, 2015 at Stockholm Waterfront Congress Centre in Stockholm. Further information is available on Ericsson’s website.

PROPOSALS TO THE NOMINATION COMMITTEE

Ericsson Annual Report on Form 20-F 2014

Shareholders may submit proposals to the

Nomination Committee at any time, but should do so in due time before the AGM to ensure that the proposals can be considered by the Committee. Further information is available on Ericsson’s website.

NOMINATION COMMITTEE

The Annual General Meeting of shareholders has adopted an Instruction for the Nomination Committee that includes the tasks of the Nomination Committee and the procedure for appointing its members. The instruction applies until the General Meeting of shareholders resolveresolves otherwise. Under the instruction, the Nomination Committee shall consist of:

 

Representatives of the four largest shareholders by voting power by the end of the month in which the AGM was held, and

 

The Chairman of the Board of Directors.

The Committee may also include additional members following a request by a shareholder. The request must be justified by changes in the shareholder’s ownership of shares and be received by the Nomination Committee no later than December 31. No fees are paid to the members of the Nomination Committee.

Members of the Nomination Committee

The current Nomination Committee consists of themembers are:

Petra Hedengran (Investor AB), Chairman of the Board of Directors, Leif Johansson, and of representatives appointed by the four shareholders with the largest voting power as of April 30, 2013. The current Nomination Committee members are:

 

Carl-Olof By (AB Industrivärden, Svenska Handelsbankens Pensionsstiftelse), Chairman of the Nomination Committee

Johan Held (AFA Försäkring)

 

Leif Johansson, Chairman of the Board of Directors

Petra Hedengran (Investor AB)

Johan Held (AFA Försäkring)

 

Marianne Nilsson (Swedbank Robur Fonder).

The tasks of the Nomination Committee

The main task of the Committee is to propose Board members for election by the AGM. The Committee must orient itself on the Company’s strategy and future challenges to be able to assess the competence and experience that is required by the Board. In addition, the Committee must consider independence rules applicable to the Board of Directors and its committees.

The Nomination Committee also makes the following proposals, for resolution by the AGM:

 

Proposal for remuneration to non-employee Directors elected by the AGM and remuneration to the auditor

 

Proposal for election of auditor, whereby candidates are selected in cooperation with the Audit Committee of the Board

 

Proposal for election of Chairman at the AGM.

Work of the Nomination Committee for the AGM 20142015

The Nomination Committee started its work by going through a checklist of all its duties according tounder the Code and the Instruction for the Nomination Committee and by setting a time plan for its work ahead. A good understanding of Ericsson’s business and strategy is important for the members of the Nomination Committee. Therefore, the Committee met with Ericsson’s President and CEO was invited to,who, together with the Chairman of the Board, presentpresented their views on the Company’s position and strategy.

The Committee was thoroughly informed of the results of the evaluation of the Board work and procedures, including the performance of the Chairman of the Board. On this basis, the Committee was able to assesshas assessed the competence and experience required by Board members. In proposingEricsson Board members the Nomination Committee considered, among other things, necessary experience and competence, as well as the valueneed for improvement of the composition of the Board in terms of diversity renewalin age, gender and cultural/geographic background. The Nomination Committee has met with members of the Board of Directors to get their views on the Board work.

The Nomination Committee searches for potential Board member candidates both with a long-term and a short-term perspective. This year, the Committee has made particular efforts to identify potential female candidates that would bring relevant expertise and competence to the Board, while also improving the gender balance. The Nomination Committee also considered the need for renewal and diversity and carefully assessed whether the proposed Directors have the capability to devote necessary time and care to the Board work.

In addition,The Committee met with the Chairman of the Audit Committee acquaintedto acquaint itself with the assessments made by the Company and the Audit Committee of the quality and efficiency of external auditor work, and receivedwork. The Audit Committee also provided its recommendations on external auditor and audit fees.

As of March 5, 2014February 20, 2015 the current Nomination Committee has held sixeight meetings.

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Contact the Nomination Committee

Telefonaktiebolaget LM Ericsson

The Nomination Committee

c/o General Counsel’s Office

SE-164 83 Stockholm

Sweden

nomination.committee@ericsson.com

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Proposals to the Nomination Committee

Shareholders may submit propos-als to the Nomination Committee at any time, but should do so in due time before the AGM to ensure that the proposals can be considered by the Committee. Further information is available on Ericsson’s website.

Ericsson Annual Report on Form 20-F 20132014

 

BOARD OF DIRECTORSBoard of Directors

The Board of Directors is ultimately responsible for the organization of Ericsson and the management of Ericsson’s operations. The Board appoints the President and CEO who is responsible for managing the day-to-day operations in accordance with guidelines from the Board. The President and CEO ensures that the Board is updated regularly on issues of importance to Ericsson. This includes updates on business development, results, financial position and liquidity.

Directors serve from the close of one AGM to the close of the next, but can serve any number of consecutive terms.

The President and CEO may be elected a Director of the Board, but, under the Swedish Companies Act, the President of a public company may not be elected Chairman of the Board.

Conflicts of interest

Ericsson maintains rules and regulations regarding conflicts of interest. Directors are disqualified from participating in any decision regarding agreements between themselves and Ericsson. The same applies to agreements between Ericsson and any third party or legal entity in which the Board member has an interest that may be contrary to the interests of Ericsson.

The Audit Committee has implemented a procedure for related-party transactions and a pre-approval process for non-audit services carried out by the external auditor.

Composition of the Board of Directors

The current Board of Directors consists of 12 Directors elected by the shareholders at the AGM 20132014 for the period until the close of the AGM 2014.2015. It also consists of three employee representatives, each with a deputy, appointed by the trade unions for the same period of time. The President and CEO, Hans Vestberg, is the only Board member who was also a member of Ericsson’s management during 2013.2014.

Work procedure

Pursuant to the Swedish Companies Act, the Board of Directors has adopted a work procedure that outlinesand Committee charters outlining rules for the distribution of tasks between the Board and its Committees as well as betweenamong the Board, its Committees and the President and CEO. This complements rules in the Swedish Companies Act and in the Articles of Association of the Company. The work procedure isand the Committee charters are reviewed, evaluated and adopted by the Board as required and at least once a year.

Independence

The Board of Directors and its Committees are subject to a variety of independence rules under applicable Swedish law, the Code and applicable US securities laws, SEC rules and the NASDAQ Stock Market Rules. However, Ericsson can rely on exemptions from certain US requirements.

The composition of the Board of Directors meets all applicable independence criteria. The Nomination Committee concluded before the AGM 20132014 that, for purposes of the Code, at least seven of the nominated Directors were independent of Ericsson, its senior management and its major shareholders. These were Roxanne S. Austin, Sir Peter L. Bonfield, Nora Denzel, Alexander Izosimov, Leif Johansson, Ulf J. Johansson and Kristin Skogen Lund.

Structure of the work of the Board of Directors

The work of the Board follows a yearly cycle. This enables the Board to appropriately address each of its duties and to keep strategy, risk assessment and value creation high on the agenda. In addition to Board meetings, the annual work cycle of the Board includes two Board Strategic Days held in connection with Board meetings. The Board Strategic Days are described below under Training and Board Strategic Days.

As the Board is responsible for financial oversight, financial information is presented and evaluated at each Board meeting. Furthermore, the Chairmen of each Committee, generally report on Committee work at each Board meeting and minutes from Committee meetings are distributed to all Directors prior to the Board meetings.

At every Board meeting, the President and CEO reports on business and market developments as well as on the financial performance of the Group. Strategic issues and risks are also addressed at most Board meetings. The Board is regularly informed of developments in legal and regulatory matters of importance.

Ericsson Annual Report on Form 20-F 2014

The 2014 annual work cycle of the Board:

 

Fourth-quarter and full-year financial results meeting

Following the end of the calendar year, the Board held a meeting which focused on the financial results of the entire year 2013 and handled the fourth-quarter financial report.

Board Strategic Day

A Board Strategic Day, focusing on deepening Board member knowledge of matters of strategic importance for Ericsson, was held in connection with a Board meeting in the spring.

Annual Report meeting

At this meeting the Board approved the Annual Report 2013.

Statutory Board meeting

The yearly cycle starts with the statutory Board meeting which iswas held in connection with the AGM.AGM 2014. At this meeting, members of each of the three Board Committees arewere appointed and the Board resolvesresolved on signatory power.

 

First interim report meeting

At the next ordinary meeting, the Board handleshandled the interim financial report for the first quarter of the year.

 

Main strategy meeting

Various strategic issues are addressed at most Board meetings and, in accordance with the annual cycle for the strategy process, a main strategy Board meeting iswas held, in essence dedicated to short- and long-term strategies of the Group. Following the Board’s input on, and approval of, the

Ericsson Annual Report on Form 20-F 2013

overall strategy, the strategy iswas cascaded throughout the entire organization, starting at the Global Leadership Summit with Ericsson’s top 250 leaders.

 

Second interim report meeting

At the second interim report meeting, the Board handleshandled the interim financial report for the second quarter of the year.

 

Follow-up strategy and risk management meeting

Following the summer, a meeting iswas held to address particular strategy matters in further detail and to finally confirm the Group strategy. The meeting also addressesaddressed the overall risk management of the Group.

 

Board Strategic Day

A Board Strategic Day, focusing on deepening Board member knowledge of matters of strategic importance for Ericsson, iswas held in connection with a Board meeting in the fall.

 

Third interim report meeting

A Board meeting iswas held to handle the interim financial report for the third quarter of the year. At this meeting, the results of the Board evaluation arewere presented to and discussed by the Board.

 

Budget and financial outlook meeting

A meeting iswas held for the Board to address the budget and financial outlook as well as to further analyze internal and external risks.

 

Fourth-quarter and full-year financial results meeting

Following the end of the calendar year, the Board holds a meeting which focuses on the financial results of the entire year and handles the fourth-quarter financial report.LOGO

Board Strategic Day

A Board Strategic Day, focusing on deepening Board member knowledge of matters of strategic importance for Ericsson is held in connection with a Board meeting in the spring.

Annual Report meetingon Form 20-F 2014

The Annual Report meeting closes the yearly cycle of work of the Board of Directors. At this meeting the Board approves the Annual Report.

The Board’s annual work cycle

The annual cycle applied to the Board’s work allows the Board to appropriately address its duties during the year. It also facilitates the organization in aligning its global processes to allow appropriate Board involvement. This is particularly relevant for the Group’s strategy process and risk management.

 

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Training and Board Strategic Days

All new Directors receive comprehensive training tailored to their individual needs. Introductory training typically includes meetings with the heads of the business units and Group functions, as well as training arranged by NASDAQ OMXNasdaq Stockholm on listing issues and insider rules. In addition, the company arranges training for Board members at regular intervals.

DuringSince 2013, Ericsson took steps to further improve the recurring Board training by instituting bi-annual Board Strategic Days. The Board Strategic Days are arranged for Board members in conjunction with the ordinary Board meetings, and these Board Strategic Days normally span one full day in the spring and one full day in the fall.each. The Board Strategic Days focus on combining strategy issues with making deep dives into issues of importance for the Ericsson Group. The purpose of the Board Strategic Days is to ensure that members of the Board have knowledge and understanding of the business activities of the Group, the business environment and of the Group’s strategic options and challenges. Directors’ knowledge in these fields is crucial to allow well-founded Board resolutions, and to ensure that the Company taketakes due advantage of the different compentencescompetences of the Directors. The Board Strategic Days also form an important platform for contacts between Directors and talent from different parts of Ericsson’s organization where the Board gets the opportunity to meet Ericsson employees and leaders. Such contacts and meetings are highly valued by the Board as part of the Board’s involvement in Ericsson’s talent management.

As a rule, the Board Strategic Days also include Sustainabilitysustainability and Corporate Responsibilitycorporate responsibility training for the Board members.

Auditor involvement

The Board meets with Ericsson’s external auditor in closed sessions at least once a year to receive and consider the auditor’s observations. The auditor reports to management on the accounting and financial reporting practices of the Group.

Ericsson Annual Report on Form 20-F 2013

The Audit Committee also meets regularly with the auditor to receive and consider observations on the interim reports and the Annual Report. The auditor has been instructed to report on whether the accounts, the management of funds and the general financial position of the Group are presented fairly in all material respects.

In addition, the Board reviews and assesses the process for financial reporting, as described later in “Internal control over financial reporting 2013”2014”. Combined with internal controls,other steps taken internally, the Board’s and the auditor’s review of the interim and annual reports are deemed to give reasonable assurance onof the effectiveness of the internal controls over financial reporting.

Work of the Board of Directors in 20132014

In 2013,2014, nine Board meetings were held. For attendance at Board meetings, see the table on page 113. Among116.

Strategy and risk management are always high on the Board’s agenda and, during 2014, these matters addressed bygot even more focus through the bi-annual Board Strategic Days instituted in 2013. The Board Chairman has also had several meetings with different Ericsson talents to further develop Ericsson’s talent management and learn from the organization.

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Ericsson Annual Report on Form 20-F 2014

Sustainability and corporate responsibility are increasingly important to Ericsson and the Company continuously strives to improve in these areas. Sustainability and corporate responsibility are integrated into Ericsson’s business strategy.

Due to the political unrest in various parts of the world, the Board this year (apart from regular matters inhas continuously monitored the annualinternational developments and their possible impact on Ericsson.

During 2014, profitability, cost reductions and efficiency gains have been a focus within Ericsson. Further, the evaluation of the future of Ericsson’s modems business was completed and it was resolved to discontinue the development of modems. The Board work cycle) were:

Aalso addressed a number of acquisitions, including the Devoteam Telecom & Media operations in France, Microsoft Mediaroom, TelcoCell, Red Bee Media (the completionacquisitions of Azuki Systems Inc., Fabrix Systems and Metra-Tech Corporation and the acquisition of Red Bee Media is still subject to approval by the UK Competition Commission after referral to the Competition Commission by The Office of Fair Trading in the UK) and the EVDO business of Airvana Network Solutions

Completion of the transaction to split up the joint venture ST-Ericsson

Refinancing of Ericsson’s USD 2 billion revolving credit facility

A number of divestments, including the power cable operationsAmbient Corporation and part of the telecom cable operations, and the former research and engineering arm of Telcordia Technologies, ACS (Applied Communication Sciences)a majority stake in Apcera, Inc.

Continued strong focus on risk management, strategy and the competitive market development, as well as on sustainability and corporate responsibility matters.

Board work evaluation

A key objective of the Board evaluation is to ensure that the Board work is functioning well. This includes gaining an understanding of the issues that the Board thinks warrant greater focus, as well as determining areas where additional competence is needed within the Board.Board and whether the Board composition is appropriate. The evaluation also serves as guidance for the work of the Nomination Committee.

Each year, the Chairman of the Board initiates and leads the evaluation of the Board and Committee work and procedures. Evaluation tools include detailed questionnaires and discussions. The services of an external corporate advisory firm have been retained by the Company to assist in developing questionnaires, carrying out surveys and summarizing responses. As part of the evaluation process, the Chairman of the Board also had individual discussions with each of the Directors.

In 2013,2014, all Directors responded to written questionnaires, covering the Director’s individual performance, Board work in general, Committee work and the Chairman’s performance. The Chairman was not involved in the development or compilation of the questionnaire which related to his performance, nor was he present when his performance was evaluated. As part of the evaluation process, the Chairman of the Board also had individual discussions with each of the Directors. The evaluations were thoroughly discussed and an action plan was developed in order to further improve the work of the Board.

COMMITTEES OF THE BOARD OF DIRECTORSCommittees of the Board of Directors

The Board of Directors has established three Committees: the Audit Committee, the Finance Committee and the Remuneration Committee. Members of each Committee are appointed for one year from amongst the Board members.

The task of the Committees is mainly to prepare matters for resolution by the Board. However, the Board has authorized each Committee to determine and handle certain issues in limited

Ericsson Annual Report on Form 20-F 2013

areas. It may also on occasion provide extended authorization for the Committees to determine specific matters.

If deemed appropriate, the Board of Directors and each Committee have the right to engage independent external expertise, either in general or with respect to specific matters.

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Prior to the Board meetings, each Committee submits the minutes from Committee meetings to the Board. The Chairman of the Committee also reports on the Committee work at each Board meeting.

Audit Committee

On behalf of the Board, the Audit Committee monitors the following:

 

The scope and correctnessaccuracy of the financial statements

 

Compliance with legal and regulatory requirements

 

Internal control over financial reporting

 

Risk management

 

The effectiveness and appropriateness of the Group’s anti-corruption program.

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Ericsson Annual Report on Form 20-F 2014

The Audit Committee also reviews the annual and interim financial reports and oversees the external audit process, including audit fees. This involves:

Reviewing, with management and the external auditor, the financial statements (including their conformity with generally accepted accounting principles)

Reviewing, with management, the reasonableness of significant estimates and judgments made in preparing the financial statements, as well as the quality of the disclosures in the financial statements

Reviewing matters arising from reviews and audits performed.

The Audit Committee itself does not perform audit work. Ericsson has an internal audit function which reports directly to the Audit Committee. Ericsson also has an external auditor elected by the AGM.

The Committee is involved in the preparatory work of proposing an auditor for election by the AGM. It also monitors Group transactions and the ongoing performance and independence of the auditor with the aim to avoid conflicts of interest.

In order to ensure the auditor’s independence, the Audit Committee has established pre-approval policies and procedures for non-audit related services to be performed by the external auditor. Pre-approval authority may not be delegated to management.

The Audit Committee also oversees:

Theoversees Ericsson’s process for reviewing transactions with related parties and Ericsson’s whistleblower procedures.

Whistleblower procedure

TheEricsson’s whistleblower procedure can be used for the reporting of alleged violations of laws or the Code of Business Ethics that (i) that:

are conducted by Group or local management, and (ii) 

relate to corruption, questionable accounting or auditing matters or otherwise seriously affect vital interests of the Group or personal health and safety.

Violations reported through the whistleblower procedureprocedures are handled by Ericsson’s Group Compliance Forum, consisting of representatives from Ericsson’s internal audit function, Group Function Legal Affairs, Group Security, and Group Function Human Resources. Information regarding any incident is reported to the Audit Committee. Reports include measures taken, details of the responsible Group function and the status of any investigation.

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Members of the Audit Committee

The Audit Committee consists of four Board members appointed by the Board. The Audit Committee members appointed by the Board in connection with the AGM 2013 are2014 are: Ulf J. Johansson (Chairman of the Committee), Sir Peter L. Bonfield, Kristina Davidsson and Pär Östberg.

The composition of the Audit Committee meets all applicable independence requirements. The Board of Directors has determined that each of Ulf J. Johansson, Sir Peter L. Bonfield and Pär Östberg is an audit committee financial expert, as defined under the SEC rules. Each of them is considered

Ericsson Annual Report on Form 20-F 2013

independent under applicable US securities laws, SEC rules and NASDAQ Stock Market Rules and each of them is financially literate and familiar with the accounting practices of an international company, such as Ericsson.

Work of the Audit Committee in 20132014

The Audit Committee held sevensix meetings in 2013.2014. Directors’ attendance is reflected in the table on page 113.116. During the year, the Audit Committee reviewed the scope and results of external financial audits and the independence of the external auditor. It also monitored the external audit fees and approved non-audit services performed by the external auditor in accordance with the Committee’s pre-approval policies and procedures.

The Committee approved the annual audit plan for the internal audit function and reviewed its reports. Prior to publishing it, the Committee also reviewed and discussed each interim report and the annual report with the external auditor.

The Committee monitored the continued compliance with the Sarbanes-Oxley Act as well as the internal control and risk management process. It also reviewed certain related-party transactions in accordance with its established process.

The Committee reviewed and evaluated the effectiveness and appropriateness of the Group’s anti-corruption program.

Finance Committee

The Finance Committee is primarily responsible for:

 

Handling matters related to acquisitions and divestments

 

Handling capital contributions to companies inside and outside the Ericsson Group

 

Raising loans, issuing guarantees and similar undertakings, and approving financial support to customers and suppliers

 

Continuously monitoring the Group’s financial risk exposure.

The Finance Committee is authorized to determine matters such as:

 

Direct or indirect financing

 

Provision of credits

 

Granting of guarantees and similar undertakings

 

Certain investments, divestments and financial commitments.

Members of the Finance Committee

The Finance Committee consists of four Board members appointed by the Board. The Finance Committee members appointed by the Board in connection with the AGM 20132014 are: Leif Johansson (Chairman of the Committee), Pehr Claesson, Sverker Martin-Löf and Jacob Wallenberg.

Ericsson Annual Report on Form 20-F 2014

Work of the Finance Committee in 20132014

The Finance Committee held ninesix meetings in 2013.2014. Directors’ attendance is reflected in the table on page 113.116. During the year, the Finance Committee approved numerous customer finance credit arrangements and reviewed a number of potential mergers and acquisitions and real estate investments. The Finance Committee spent significant time discussing and securing an adequate capital structure, as well as examining cash flow and working capital performance. It has also continuously monitored Ericsson’s financial position, foreign exchange and credit exposures.

Remuneration Committee

The Remuneration Committee’s main responsibilities include:

 

Reviewing and preparing for resolution by the Board, proposals on salary and other remuneration, including retirement compensation, for the President and CEOCEO.

 

Reviewing and preparing for resolution by the Board, proposals to the AGM on guidelines for remuneration to the ELTELT.

 

Approving proposals on salary and other remuneration, including retirement compensation, for the Executive Vice Presidents and other CEO direct reportsreports.

 

Reviewing and preparing for resolution by the Board, proposals to the AGM on the Long-Term Variable RemunerationCompensation Program and similar equity arrangements.

In its work, the Remuneration Committee considers trends in remuneration, legislative changes, disclosure rules and the general global executive remuneration environment. The Committee reviews salary survey data before approving any salary adjustment for CEO direct reports and before preparing salary adjustments for the President and CEO for resolution by the Board.

Members of the Remuneration Committee

The Remuneration Committee consists of four Board members appointed by the Board. The Remuneration Committee members appointed by the Board in connection with the AGM 20132014 are: Leif Johansson (Chairman of the Committee), Börje Ekholm, Roxanne S. Austin and Karin Åberg.

An independent expert advisor, Piia Pilv, has been appointed by the Remuneration Committee to advise and assist the Committee.

Work of the Remuneration Committee in 20132014

The Remuneration Committee held six meetings in 2013.2014. Directors’ attendance is reflected in the table on page 113.116.

The Committee reviewed and prepared a proposal for the LTV 20132014 for resolution by the Board. This was approvedBoard and further approval by the AGM 2013.2014. The Committee further resolved on salaries and

Ericsson Annual Report on Form 20-F 2013

Short-Term Variable remuneration (STV) for 20132014 for certain CEO direct reports and prepared proposals regarding remuneration to the President and CEO, for resolution by the Board. The Committee also prepared guidelines for remuneration to the ELT, for resolution by the Board, which were subsequently referred by the Board to the AGM for approval.

The Remuneration Committee additionally concluded its analysis of the current LTV structure and executive remuneration. The resulting proposals on LTV and guidelines for remuneration to the ELT will be referred to the AGM 20142015 for resolution.

For further information on fixed and variable remuneration, please see Notes to the consolidated financial statements—statements – Note C28 “Information regarding members of the Board of Directors, the Group management and employees” and the “Remuneration Report” included in the Annual Report.

Ericsson Annual Report on Form 20-F 2014

Directors’ attendance and fees 20132014

 

  Fees resolved by the
AGM 2013
   Number of Board/Committee
meetings attended in 2013
   Fees resolved by the
AGM 2014
   Number of Board/Committee
meetings attended in 2014
 

Board member

  Board
fees, SEK 1)
 Committee
fees, SEK
   Board   Audit
Committee
   Finance
Committee
   Remuneration
Committee
   Board
fees, SEK 1)
 Committee
fees, SEK
   Board   Audit
Committee
   Finance
Committee
   Remuneration
Committee
 

Leif Johansson

   3,850,000    400,000     9       9     6     3,975,000    400,000     9       6     6  

Sverker Martin-Löf2)3)

   900,000    175,000     9     2     7    

Sverker Martin-Löf

   950,000    175,000     9       5    

Jacob Wallenberg

   900,000    175,000     9       9       950,000    175,000     9       6    

Roxanne S. Austin4)

   900,000    175,000     9         5  

Roxanne S. Austin

   950,000    175,000     9         5  

Sir Peter L. Bonfield

   900,000    250,000     8     6         950,000    250,000     9     6      

Nora Denzel5)

   900,000      7        

Nora Denzel

   950,000    —       9        

Börje Ekholm

   900,000    175,000     9         6     950,000    175,000     9         6  

Alexander Izosimov

   900,000      9           950,000    —       9        

Ulf J. Johansson

   900,000    350,000     9     7         950,000    350,000     9     6      

Anders Nyrén6)

   —        2       2    

Nancy McKinstry6)

   —        2         1  

Kristin Skogen Lund5)

   900,000      7        

Kristin Skogen Lund

   950,000    —       9        

Hans Vestberg

   —        9           —      —       9        

Michelangelo Volpi6)

   —        1        

Pär Östberg5)7)

   900,000    250,000     7     5      

Pär Östberg

   950,000    250,000     9     6      

Pehr Claesson

   13,5008)     9       9       13,5002)   —       9       6    

Kristina Davidsson

   13,5008)     9     7         13,5002)   —       9     6      

Karin Åberg

   12,0008)     8         6     13,5002)   —       9         6  

Rickard Fredriksson

   13,5008)     9           13,5002)   —       9        

Karin Lennartsson

   13,5008)     9           12,0002)   —       8        

Roger Svensson

   13,5008)     9           10,5002)   —       7        
     

 

   

 

   

 

   

 

      

 

   

 

   

 

   

 

 

Total number of meetings

      9     7     9     6        9     6     6     6  
     

 

   

 

   

 

   

 

      

 

   

 

   

 

   

 

 

 

1)Non-employee Directors can choose to receive part of their Board fee (exclusive of Committee fees) in the form of synthetic shares.
2)Member of the Finance Committee since April 9, 2013.
3)Resigned from the Audit Committee as of April 9, 2013.
4)Member of the Remuneration Committee since April 9, 2013.
5)Elected Board member as of April 9, 2013.
6)Resigned as Board member as of April 9, 2013.
7)Member of the Audit Committee since April 9, 2013.
8)Employee representative Board members and their deputies are not entitled to a Board fee but compensation in the amount of SEK 1,500 per attended Board meeting.

REMUNERATION TO BOARD MEMBERSRemuneration to Board members

Remuneration to Board members not employed by the Company is proposed by the Nomination Committee for resolution by the AGM.

The AGM 20132014 approved the Nomination Committee’s proposal for fees to the non-employee Board members for Board and Committee work. For further information on Board of Directors’ fees 2013,2014, please refer to Notes to the consolidated financial statements—Note C28 “Information regarding members of the Board of Directors, the Group management and employees” in the Annual Report.

The AGM 20132014 also approved the Nomination Committee’s proposal that Board members may be paid part of their Board fee in the form of synthetic shares.

A synthetic share gives the right to receive a future cash payment of an amount which corresponds to the market value of a Class B share in Ericsson at the time of payment. The Director’s right to receive payment with regard to allocated synthetic shares occurs, as a main rule, after the publication of the Company’s year-end financial statement during the fifth year following the General Meeting that resolved on the allocation of the synthetic shares. The purpose of paying part of the Board of Directors’ fee in the form of synthetic shares is to further align the Directors’ interests with shareholder interests. For more information on the terms and conditions of the synthetic shares, please refer to the notice convening the AGM 20132014 and to the minutes from the AGM 2013,2014, which are available at Ericsson’s website.

Ericsson Annual Report on Form 20-F 20132014

 

MEMBERS OF THE BOARD OF DIRECTORSMembers of the Board of Directors

Board members elected by the AGM 20132014

 

LOGOLOGO

Leif Johansson (first elected 2011)

Chairman of the Board of Directors, Chairman of the Remuneration Committee and of the Finance Committee

Born 1951. Master of Science in Engineering, Chalmers University of Technology, Gothenburg, Sweden.

Board Chairman: Astra Zeneca PLC, European Round Table of Industrialists and the International Advisory Board of the Nobel Foundation.PLC.

Board Member: Svenska Cellulosa Aktiebolaget SCA and Ecolean AB.

Holdings in Ericsson: 41,933 Class B shares1), and 12,000 Class B shares held via endowment insurance2)3).

Principal work experience and other information: Member of the European Round Table of Industrialists since 2002, and served as Chairman 2009–2014. President of the Royal Swedish Academy of Engineering Sciences since 2012. Chairman of the International Advisory Board of the Nobel Foundation. President and CEO of AB Volvo 1997–2011. Executive Vice President of AB Electrolux 1988–1991, President 1991–1994 and President and CEO of AB Electrolux 1994–1997. Holds honorary Doctorates at Blekinge Institute of Technology, the University of Gothenburg and Chalmers University of Technology. Awarded the Large Gold Medal of the Royal Swedish Academy of Engineering Sciences in 2011.

 

LOGOLOGO

Sverker Martin-Löf(first (first elected 1993)

Deputy Chairman of the Board of Directors, Member of the Finance Committee

Born 1943. Doctor of Technology and Master of Engineering, KTH Royal Institute of Technology, Stockholm, Sweden.

Board Chairman: Svenska Cellulosa Aktiebolaget SCA, SSAB and AB Industrivärden.

Deputy Board Chairman: Svenska Handelsbanken AB.

Board Member: Skanska AB.

Holdings in Ericsson: 10,400 Class B shares1)

Principal work experience and other information: President and CEO of Svenska Cellulosa Aktiebolaget SCA 1990–2002, where he was employed 1977–1983 and 1986–2002. Previous positions at Sunds Defibrator and Mo och Domsjö AB.

 

LOGOLOGO

Jacob Wallenberg (first elected 2011)

Deputy Chairman of the Board of Directors, Member of the Finance Committee

Born 1956. Bachelor of Science in Economics and Master of Business Administration, Wharton School, University of Pennsylvania, USA. Officer of the Reserve, Swedish Navy.

Board Chairman: Investor AB.

Deputy Board Chairman: SAS AB and SEB Skandinaviska Enskilda Banken AB (SEB).AB.

Board Member: ABB Ltd, The Coca-Cola Company, The Knut and Alice Wallenberg Foundation and the Stockholm School of Economics.

Holdings in Ericsson: 2,413 2,703 Class B shares1), and 12,05015,026 synthetic shares3)2).

Principal work experience and other information: Chairman of the Board of Investor AB since 2005. President and CEO of SEB in 1997 and Chairman of SEB’s Board of Directors 1998–2005. Executive Vice President and CFO of Investor AB 1990–1993. Honorary Chairman of IBLAC (Mayor of Shanghai’s International Business Leaders Advisory Council) and member of The European Round Table of Industrialists.

 

LOGOLOGO

Roxanne S. Austin (first elected 2008)

Member of the Remuneration Committee

Born 1961. Bachelor of Business Administration in Accounting, University of Texas, San Antonio, USA.

Board Member: Abbott Laboratories, AbbVie Inc., Target Corporation and Teledyne Technologies Inc. and Target Corporation.

Holdings in Ericsson: 3,000 Class B shares1), and 31,29626,123 synthetic shares3)2).

Principal work experience and other information: President of Austin Investment Advisors since 2004. President and CEO of Move Networks Inc. 2009–2010. President and COO of DirecTV 2001–2003. Corporate Senior Vice President and CFO of Hughes Electronics Corporation 1997–2000, which she joined in 1993. Previously a partner at Deloitte & Touche. Member of the California State Society of Certified Public Accountants and the American Institute of Certified Public Accountants.

The Board memberships and holdings in Ericsson reported above are as of December 31, 2013.2014.

 

1)The number of shares includes holdings by related natural and legal persons, as well as holdings of any ADS, if applicable.
2)Shares held via endowment insurance include shares held under an insurance under which the insurance holder may make investment decisions with respect to the shares (Sw: “kapitalförsäkring” or “depĺförsäkring”) and include holdings by related natural and legal persons, as well as holdings of ADS, if applicable.
3)Since 2008, the AGM has each year resolved that part of the Board fee may be received in the form of synthetic shares. A synthetic share is a right to receive in the future a payment corresponding to the value of the Class B share in Ericsson at the time of payment. Please see page 113,116 for further information. Shares held via endowment insurance include shares held under an
3)insurance under which the insurance holder may make investment decisions with respect to the shares
(Sw: “kapitalförsäkring” or “depåförsäkring”) and include holdings by related natural and legal persons, as well as holdings of ADS, if applicable.

Ericsson Annual Report on Form 20-F 20132014

 

LOGOLOGO

Sir Peter L. Bonfield (first elected 2002)

Member of the Audit Committee

Born 1944. Honors degree in Engineering, Loughborough University, Leicestershire, UK.

Board Chairman: NXP Semiconductors N.V.

Board Member: GlobalLogic Inc., Mentor Graphics Inc., Sony Corporation and Taiwan Semiconductor Manufacturing Company, Ltd.

Holdings in Ericsson: 4,400 Class B shares1)1), and 10,6607,944 synthetic shares3)2).

Principal work experience and other information: CEO and Chairman of the Executive Committee of British Telecommunications plc 1996–2002. Chairman and CEO of ICL plc 1985–1996. Positions with STC plc and Texas Instruments Inc. Member of the Advisory BoardsBoard of New Venture Partners LLP and the Longreach Group. Board Mentor of CMi. Senior Advisor, Rothschild, London. Chair of Council and Senior Pro-Chancellor, Loughborough University, UK. Fellow of the Royal Academy of Engineering.

 

LOGOLOGO

Nora Denzel (first elected 2013)

Born 1962. Master of Science in Business Administration, Santa Clara University, USA. Bachelor of Science in Computer Science, State University of New York, USA.

Board Member: Advanced Micro Devices, Inc., Outerwall, Inc. and Saba Software.

Holdings in Ericsson: None 3,850 Class B shares1)1) , and 2,976 synthetic shares2).

Principal work experience and other information: Intuit Software (2008–2012)–Senior Vice President Big Data, Marketing and Social Product Design and General Manager QuickBooks Payroll Division. Previous positions include Senior Vice President and General Manager of HP’s Global Software, Storage and Consulting Divisions (2000-2006)(2000–2006), Senior Vice President Product Operations Legato Systems (bought by EMC) and various engineering, marketing and executive positions at IBM. BoardNon-Profit board member of YWCA of Silicon Valley, Ushahidi and the Anita Borg Institute.

 

LOGOLOGO

Börje Ekholm (first elected 2006)

Member of the Remuneration Committee

Born 1963. Master of Science in Electrical Engineering, KTH Royal Institute of Technology, Stockholm, Sweden. Master of Business Administration, INSEAD, France.

Board Chairman: KTH Royal Institute of Technology, Stockholm and NASDAQ OMX Group Inc.

Board Member: Investor AB, AB Chalmersinvest and EQT Partners AB.

Holdings in Ericsson: 30,760 Class B shares1)1), and 40,39841,178 synthetic shares3)2).

Principal work experience and other information: President and CEO of Investor AB since 2005. Formerly Head of Investor Growth Capital Inc. and New Investments. Previous positions at Novare Kapital AB and McKinsey & Co Inc. Member of the Board of Trustees of Choate Rosemary Hall.

 

LOGOLOGO

Alexander Izosimov (first elected 2012)

Born 1964. Master of Business Administration, INSEAD, France and Master of Science in Production Management Systems and Computer Science, Moscow Aviation Institute, Russian Federation.

Board Member: East Capital AB, Modern Times Group MTG AB, EVRAZ Group S.A., Dynasty Foundation and Transcom WorldWide SA and International Chamber of Commerce (ICC).SA.

Holdings in Ericsson: 1,600 Class B shares1)1), 50,000 Class B shares held via endowment insurance2)3), and 6,2969,272 synthetic shares3)2).

Principal work experience and other information: CEO and President of VimpelCom 2003-2011.2003–2011. Previous positions with Mars Inc., including Member of the Global Executive Board and Regional President for CIS, Central Europe and Nordics. Earlier positions with McKinsey & Co as consultant in the Stockholm and London offices. Served as GSMA Board member 2005–2008 and Chairman of GSMA 2008–2010.

The Board memberships and holdings in Ericsson reported above are as of December 31, 2013.2014.

 

1)The number of shares includes holdings by related natural and legal persons, as well as holdings of any ADS, if applicable.
2)Shares held via endowment insurance include shares held under an insurance under which the insurance holder may make investment decisions with respect to the shares (Sw: “kapitalförsäkring” or “depĺförsäkring”) and include holdings by related natural and legal persons, as well as holdings of ADS, if applicable.
3)Since 2008, the AGM has each year resolved that part of the Board fee may be received in the form of synthetic shares. A synthetic share is a right to receive in the future a payment corresponding to the value of the Class B share in Ericsson at the time of payment. Please see page 113,116 for further information. Shares held via endowment insurance include shares held under an.
3)insurance under which the insurance holder may make investment decisions with respect to the shares (Sw: “kapitalförsäkring” or “depåförsäkring”) and include holdings by related natural and legal persons, as well as holdings of ADS, if applicable

Ericsson Annual Report on Form 20-F 20132014

 

Board members elected by the AGM 20132014, cont.

 

LOGOLOGO

Ulf J. Johansson (first elected 2005)

Chairman of the Audit Committee

Born 1945. Doctor of Technology and Master of Science in Electrical Engineering, KTH Royal Institute of Technology, Stockholm, Sweden.

Board Chairman: Acando AB, Eurostep Group AB and Trimble Navigation Ltd.

Board Member: European Institute of Innovation and Technology.

Holdings in Ericsson: 6,435 Class B shares1)1), and 14,7206,571 synthetic shares2)2).

Principal work experience and other information: Founder of Europolitan Vodafone AB, where he was the Chairman of the Board 1990–2005. Previous positions at Spectra-Physics AB as President and CEO and at Ericsson Radio Systems AB. Member of the Royal Academy of Engineering Sciences.

 

LOGOLOGO

Kristin Skogen Lund (first elected 2013)

Born 1966. Master of Business Administration, INSEAD, France. Bachelor in International Studies and Business Administration, University of Oregon, USA.

Board Member: None None.

Holdings in Ericsson: 2,804 5,780 synthetic shares2)2).

Principal work experience and other information: Director General of the Confederation of Norwegian Enterprise (NHO) since 2012. Executive Vice President and Head of Digital Services and Broadcast and Executive Vice President and Head of Nordic Region, Group Executive Management at Telenor 2010–2012. Previous positions include Chief Executive Officer and Commercial Director at Aftenposten, Chief Executive Officer at Scanpix, Managing Director and Editor in Chief at Scandinavia Online, and several positions at the Coca-Cola Company, Unilever and Norges Eksportråd.

 

LOGOLOGO

Hans Vestberg (first elected 2010)

Born 1965. Bachelor of Business Administration and Economics, University of Uppsala, Sweden.

Board Chairman: Svenska Handbollförbundet.

Board Member: Thernlunds AB.

Holdings in Ericsson: 217,185 333,329 Class B shares1)1).

Principal work experience and other information: President and CEO of Telefonaktiebolaget LM Ericsson since January 1, 2010. Previously, First Executive Vice President, CFO and Head of Group Function Finance and Executive Vice President and Head of Business Unit Global Services. Various positions in the Group since 1988, including Vice President and Head of Market Unit Mexico and Head of Finance and Control in USA, Brazil and Chile. International advisor to the Governor of Guangdong, China and co-chairman of the Russian-Swedish Business Council. Founding member of the Broadband Commission for Digital Development, and heading the Commission’s task group on the post 2015 development agenda. Member of the Leadership Council of the United Nations Sustainable Development Solutions Network.

 

LOGOLOGO

Pär Östberg (first elected 2013)

Member of the Audit Committee

Born 1962. Master of Business Administration, Gothenburg School of Economics, Gothenburg, Sweden.

Board Member: Skanska AB and SSAB.

Holdings in Ericsson: None. 4,000 Class B shares held via endowment insurance3).

Principal work experience and other information: Executive Vice President of AB Industrivärden since 2012. Executive Vice President at Volvo Group Truck Joint Ventures between January 2012 and October 2012. Several senior managerial positions within the Volvo group including Senior Vice President and President Trucks Asia at AB Volvo, Chairman of the Board of VE Commercial Vehicles Ltd, Senior Vice President and CFO at AB Volvo, CFO at Volvo Trucks France and senior positions at Volvo Treasury Asia Ltd, Singapore and Volvo Treasury Europe AB. Previous positions also include Senior Vice President, CFO at Renault Trucks and positions within Renault Crédit International (RCI) and Renault SA.

The Board memberships and holdings in Ericsson reported above are as of December 31, 2013.2014.

 

1)The number of shares reflects ownership as of December 31, 2013 and includes holdings by related natural and legal persons, as well as holdings of any ADS, if applicable.
2)Since 2008, the AGM has each year resolved that part of the Board fee may be received in the form of synthetic shares. A synthetic share is a right to receive in the future a payment corresponding to the value of the Class B share in Ericsson at the time of payment. Please see page 113,116 for further information.
3)Shares held via endowment insurance include shares held under an insurance under which the insurance holder may make investment decisions with respect to the shares (Sw: “kapitalförsäkring” or “depåförsäkring”) and include holdings by related natural and legal persons, as well as holdings of ADS, if applicable.

Ericsson Annual Report on Form 20-F 20132014

 

Board members and deputies appointed by the unions

 

LOGOLOGO

Pehr Claesson (first appointed 2008)

Employee representative, Member of the Finance Committee

Born 1966. Appointed by the union The Swedish Association of Graduate Engineers.

Holdings in Ericsson: 1,319 1,661 Class B shares1)1).

Employed since 1997. Working with marketing and communication for Consulting and Systems Integration within Business Unit Global Services.

 

LOGOLOGO

Kristina Davidsson (first appointed 2006)

Employee representative, Member of the Audit Committee

Born 1955. Appointed by the union IF Metall.

Holdings in Ericsson: 1,856 2,088 Class B shares1)1).

Employed since 1995. Previously working as a repairer within Business Unit Networks and currently working full time as union representative.

 

LOGOLOGO

Karin Åberg (first appointed 2007)

Employee representative, Member of the Remuneration Committee

Born 1959. Appointed by the union Unionen.

Holdings in Ericsson: 3,156 3,577 Class B shares1)1).

Employed since 1995.1998. Working as a Service Engineer within the IT organization.

 

LOGOLOGO

Rickard Fredriksson (first appointed 2012)

Deputy employee representative

Born 1969. Appointed by the union IF Metall.

Holdings in Ericsson: 1,249 1,688 Class B shares1)1).

Employed since 2000. Previously working as machine operator within Business Unit Networks and currently working full time as union representative.

 

LOGOLOGO

Karin Lennartsson (first appointed 2010)

Deputy employee representative

Born 1957. Appointed by the union Unionen.

Holdings in Ericsson: 571 667 Class B shares1)1).

Employed since 1976. Working as Process Expert within Group Function Business Excellence & Common Functions.

 

LOGOLOGO

Roger Svensson (first appointed 2011)

Deputy employee representative

Born 1971. Appointed by the union The Swedish Association of Graduate Engineers.

Holdings in Ericsson: 9,724 11,738 Class B shares1)1).

Employed since 1999. Working as Senior Specialist within Business Unit Networks.

Hans Vestberg was the only Director who held an operational management position at Ericsson in 2013.2014. No Director has been elected pursuant to an arrangement or understanding with any major shareholder, customer, supplier or other person.

At the Annual General Meeting 2013, Nora Denzel, Kristin Skogen Lund and Pär Östberg were elected new members of the Board of Directors, replacing Nancy McKinstry, Anders Nyrén and Michelangelo Volpi.

 

1)The number of shares reflects ownership as of December 31, 20132014 and includes holdings by related natural and legal persons, as well as holdings of any ADS, if applicable.

Ericsson Annual Report on Form 20-F 20132014

 

MANAGEMENTManagement

The President/CEO and the Executive Leadership Team

The Board of Directors appoints the President and CEO and the Executive Vice Presidents. The President and CEO is responsible for the management of day-to-day operations and is supported by the Executive Leadership Team (the “ELT”). The ELT members as of December 31, 2013,2014, are presented on page 122.125.

The role of the ELT is to:

 

Establish a strong corporate culture, a long-term vision and Group strategies and policies, all based on objectives stated by the BoardBoard.

 

Determine targets for operational units, allocate resources and monitor unit performanceperformance.

 

Secure operational excellence and realize global synergies through efficient organization of the Group.

Remuneration to the Executive Leadership Team

Guidelines for remuneration to the ELT were approved by the AGM 2013.2014. For further information on fixed and variable remuneration, see the Remuneration Report and Notes to the consolidated financial statements—statements – Note C28, “Information regarding members of the Board of Directors, the Group management and employees” in the Annual Report.

The Ericsson Group Management System

Ericsson has one global management system, known as the “EricssonEricsson Group Management System”System (EGMS) to drive corporate culture and to ensure that the business is managed:

 

To fulfill the objectives of Ericsson’s major stakeholders (customers, shareholders, employees).

 

Within established risk limits and with reliable internal controlcontrol.

 

In compliance with relevant applicable laws, listing requirements, governance codes and corporate social responsibilities.

The EGMS is a framework consisting of rules and requirements for Ericsson’s business, specified through process and organization descriptions, policies, directives and instructions. The management system is applied in all Ericsson’s operations globally, and its consistency and global reach is designed to build trust in the way Ericsson works. The EGMS is founded on ISO 9001 (international standard for quality management systems) but is designed as a dynamic governance system, enabling Ericsson to adapt the system to evolving demands and expectations, including new legislation as well as customers’ and other stakeholders’ requirements. Ericsson does not implement external requirements without analyzing them and putting them into the Ericsson context.

The EGMS comprises three elements:

 

Management and control

 

Ericsson business processes

 

Organization and resources.

 

LOGO

LOGO

Ericsson Annual Report on Form 20-F 2014

Management and control

Ericsson’s strategy and target-setting processes consider the demands and expectations of customers as well as other key stakeholders. Ericsson uses balanced scorecards as tools for translating strategic objectives into a set of performance indicators for its operational units. Based on annual strategy work, these scorecards are updated with targets for each unit for the next year and are communicated throughout the organization.

Group-wide policies and directives govern how the organization works and are core elements in managing and controlling Ericsson. The Group Policies and Directives include, among other things, a Code of

Ericsson Annual Report on Form 20-F 2013

Business Ethics, a Code of Conduct and accounting and reporting directives to fulfill external reporting requirements.

TheEricsson has a Group Steering Documents Committee works to ensure that thefor purposes of aligning policies and directives cover relevant issues; that they are aligned and consistent with Group strategies, values and structures; and that they are not in conflict with legal and regulatory requirements. In addition, the Group Steering Documents Committee works to ensure that the said strategies, values and structures are implemented by the responsible function.structures.

Ericsson business processes

As a market leader, Ericsson utilizes the competitive advantages that are gained through global scale and has implemented common processes and IT tools across all operational units worldwide. Customer requirements are identified, clarified and formalized in Ericsson Business Processes where requirements transform from theory to practice. Ericsson attempts to reduce costs with efficient and effective process flows and with standardized internal controls and performance indicators.

Organization and resources

Ericsson is operated in two dimensions: one operational structure and one legal structure. The operational structure aligns accountability and authority regardless of country borders and supports the process flow with cross-country operations. In the operational structure, Ericsson is organized in group functions, business units and regions. The legal structure is the basis for legal requirements and responsibility as well as for tax and statutory reporting purposes. There are more than 200 legal entities within the Ericsson Group with eighty branch offices with representation (via legal entities, branch and representative offices) in more than 150 countries.

Chief Compliance Officer

Ericsson has a Chief Compliance Officer (CCO), reporting to the General Counsel whose primary focus isresponsibilities among other things include to further develop Ericsson’s anti-corruption compliance program. Attention from senior-management level on anti-corruption and compliance is crucial, as is ensuring that these matters are addressed from a cross-functional perspective. Ericsson’s anti-corruption compliance program is reviewed and evaluated by the Audit Committee at least annually.

Audits, assessments and certification

The purpose of audits and assessments is to determine levels of compliance and to provide valuable information for understanding, analyzing and continually improving performance. Management monitors compliance with policies, directives and processes through internal self-assessment within all units. This is complemented by internal and external audits.

Due to demands and requirements from customers and other external stakeholders, Ericsson sometimes needs to take decisions on certification in order to stay competitive in the market. Certification means that Ericsson’s interpretation of standards or requirements are confirmed by a third party assessment.

As the EGMS is a global system, group-wide certificates are issued by a third party certification body proving that the system is efficient throughout the whole organization. Ericsson is currently globally certified to ISO 9001 (Quality), ISO 14001 (Environment) and OHSAS 18001 (Health & Safety). Selected Ericsson units are also certified to additional standards, for example ISO 27001 (Information Security) and TL 9000 (telecom-specific standard). EGMS is also audited within the scope of the audit plan of Ericsson’s internal audit function.

Ericsson’s external financial audits are performed by PricewaterhouseCoopers, and ISO/management system audits by Intertek. Internal audits are performed by the company’s internal audit function which reports to the Audit Committee.

Ericsson conducts audits of suppliers in order to secure compliance with Ericsson’s Code of Conduct, which includes rules that suppliers to the Ericsson Group must comply with.

Risk management

Ericsson’s risk management is integrated into the operational processes of the business, and is a part of the EGMS to ensure accountability, effectiveness, efficiency, business continuity and compliance with corporate governance, legal and other requirements. The Board of Directors is also actively engaged in the Company’s risk management. Risks related to long-term objectives are discussed and strategies are formally approved by the Board as part of the annual strategy process. Risks related to annual targets for the Company are also reviewed by the Board and then monitored continuously during the year. Certain transactional risks require specific Board approval, e.g. acquisitions, management remuneration, borrowing or customer finance in excess of pre-defined limits.

Ericsson Annual Report on Form 20-F 2014

Operational, financial and compliance risks

Operational and financial risk

Operational risks are owned and managed by operational units. Risk management is embedded in various process controls, such as decision tollgates and approvals. Certain cross-process risks are centrally coordinated, such as information security, IT security, corporate responsibility and business continuity and insurable risks. Financial risk management is governed by a Group policy and carried out by the Treasury and Customer Finance functions, both supervised by the Finance Committee. The policy governs risk exposures related to foreign exchange, liquidity/financing, interest rates, credit risk and market price risk in equity instruments. For further information on financial risk management, see Notes to the consolidated financial statements – Note C14, “Trade receivables and customer finance,” Note C19, “Interest-bearing liabilities” and Note C20, “Financial risk management and financial instruments” in the Annual Report.

Compliance risks

Ericsson has implemented Group policies and directives in order to comply with applicable laws and regulations, including a Code of Business Ethics and a Code of Conduct. Risk management is integrated in the Company’s business processes. Policies and controls are implemented to comply with financial reporting standards and stock market regulations.

Risk mitigation

Examples of significant activities to mitigate risks are:

Conducting regular supplier Code of Conduct audits.

Continuously assessing and managing risks relating to Corporate Responsibility.

Conducting business continuity management in an efficient way.

Continuously monitoring information systems to guard against data breaches.

Reviewing top risks and mitigating actions at various internal governance meetings.

Strategic and tactical risks

Strategic risks constitute the highest risk to the Company if not managed properly as they could have a long-term impact. Ericsson therefore reviews its long-term objectives, main strategies and business scope on an annual basis and continuously works on its tactics to reach these objectives and to mitigate any risks identified.

In the annual strategy and target setting process, objectives are set for the next three to

Ericsson Annual Report on Form 20-F 2013

five years. Risks and opportunities are assessed and strategies are developed to achieve the objectives. The strategy process in the Company is well established and involves regions, business units and Group functions. The strategy is summarized and discussed in a yearly Leadership Summit with approximately 250 leaders from all parts of the business. By involving all parts of the business in the process, potential risks are identified early and mitigating actions can be incorporated in the strategy and in the annual target-setting process following the finalization of the strategy.

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Ericsson Annual Report on Form 20-F 2014

Key components in the evaluation of risk related to Ericsson’s long-term objectives.objectives include technology development, cyber security related matters, industry and market fundamentals, the development of the economy, the political environment, health and environmental aspects and laws and regulations.

The outcome of the strategy process forms the basis for the annual target-setting process, which involves regions, business units and Group functions. Risks related to the targets are identified as part of this process together with actions to mitigate the identified risks. Follow-up of targets, risks and mitigating actions are reported and discussed continuously in business unit and region steering groups and are reviewed by the Board of Directors.

Ericsson continuously strives to improve its risk management and believes that it is important that the entire global organization takes part in the risk management and strategy work. The risk management framework implemented during 2012 has been further developed and qualified during 2013.2014. For more information on risks related to Ericsson’s business, see the chapter “Risk factors” in the Annual Report.

Operational and financial risks

Operational risks are owned and managed by operational units. Risk management is embedded in various process controls, such as decision tollgates and approvals. Certain cross-process risks are centrally coordinated, such as information security, IT security, corporate responsibility and business continuity and insurable risks. Financial risk management is governed by a Group policy and carried out by the Treasury and Customer Finance functions, both supervised by the Finance Committee. The policy governs risk exposures related to foreign exchange, liquidity/financing, interest rates, credit risk and market price risk in equity instruments. For further information on financial risk management, see Notes to the consolidated financial statements—Note C14, “Trade receivables and customer finance,” Note C19, “Interest-bearing liabilities” and Note C20, “Financial risk management and financial instruments” in the Annual Report.

Strategy, target-setting and risk management cycle

The annual strategy, target-setting and risk management cycle is part of Ericsson’s strategy process, which is well-established within the Group and involves regions, business units and Group functions.

 

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Ericsson Annual Report on Form 20-F 2013

Compliance risks

Ericsson has implemented Group policies and directives in order to comply with applicable laws and regulations, including a Code of Business Ethics and a Code of Conduct. Risk management is integrated in the Company’s business processes. Policies and controls are implemented to comply with financial reporting standards and stock market regulations.

Risk mitigation

Significant ongoing activities in order to mitigate risks include:

Establishing flexibility to cost-effectively accommodate to fluctuations in customer demand

Conducting regular supplier Code of Conduct audits

Continuously assessing and managing CR risks

Conducting business continuity management in an efficient way

Conducting corporate governance training as needed

Continuously monitoring information systems to guard against data breaches

Reviewing top risks and mitigating actions at various internal governance meetings.

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Example of risk heat map document

Risk heat maps are generated by business units, regions and Group functions in four risk categories:

 

Industry and& market risk

 

Commercial risk

 

Operational risk

 

Compliance risk

 

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Ericsson Annual Report on Form 20-F 20132014

 

MEMBERS OF THE EXECUTIVE LEADERSHIP TEAMMembers of the Executive Leadership Team

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Hans Vestberg

President and CEO(since (since 2010)

Born 1965. Bachelor of Business Administration and Economics, University of Uppsala, Sweden.

Board Chairman: Svenska Handbollförbundet.

Board Member: Telefonaktiebolaget LM Ericsson and Thernlunds AB.

Holdings in Ericsson1): 217,185333,329 Class B shares.

Background: Previously, First Executive Vice President, CFO and Head of Group Function Finance and Executive Vice President and Head of Business Unit Global Services. Various positions in the Group since 1988, including Vice President and Head of Market Unit Mexico and Head of Finance and Control in USA, Brazil and Chile. International advisor to the Governor of Guangdong, China and co-chairman of the Russian-Swedish Business Council. Founding member of the Broadband Commission for Digital Development, and heading the Commission’s task group on the post-2015 development agenda. Member of the Leadership Council of the United Nations Sustainable Development Solutions Network.

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Jan Frykhammar

Executive Vice President, Chief Financial Officer and Head of Group Function Finance(since (since 2009)

Born 1965. Bachelor of Business Administration and Economics, University of Uppsala, Sweden.

Board Member: The Swedish International Chamber of Commerce.Commerce and Attendo AB.

Holdings in Ericsson1): 22,98533,291 Class B shares.

Background: Previously Senior Vice President and Head of Business Unit Global Services. Various positions within Ericsson including Sales and Business Control in Business Unit Global Services, CFO in North America and Vice President, Finance and Commercial within the Global Customer Account Vodafone.

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Magnus Mandersson

Executive Vice President(since (since 2011) and Head of Business Unit Global Services(since (since 2010)

Born 1959. Bachelor of Business Administration, University of Lund, Sweden.

Board Member: None.

Holdings in Ericsson1): 33,50444,588 Class B shares.

Background: Previously Head of Business Unit CDMA, Market Unit Northern Europe, Global Customer Account Deutsche Telekom AG and Product Area Managed Services. Has also been President and CEO of SEC/Tele2 Europe and COO of Millicom International Cellular S.A.

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Johan Wibergh

Executive Vice President(since 2010) (2010–January 15, 2015) and Head of Business UnitSegment Networks(since 2008) (2008–January 15, 2015)

Born 1963. Master of Computer Science, Linköping Institute of Technology, Sweden.

Board Member: Confederation of Swedish Enterprise, KTH Royal Institute of Technology and Teknikföretagen.

Holdings in Ericsson1): 55,01274,006 Class B shares.

Background: Head of Business Unit Networks 2008-2014. Previously President of Ericsson Brazil, President of Market Unit Nordic and Baltics and Vice President and Head of Sales at Business Unit Global Services.

The Board memberships and Ericsson holdings reported above are as of December 31, 2014.

1)The number of shares includes holdings by related natural and legal persons, as well as holdings of any ADS, if applicable.

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Ericsson Annual Report on Form 20-F 2014

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Per Borgklint

Senior Vice President and Head of Business Unit Support Solutions(since (since 2011)

Born 1972. Master of Science in Business Administration, Jönköping International Business School, Sweden.

Board Member: None.

Holdings in Ericsson1): 5,000 Class B shares.

Background: Previously CEO of Net1 (Ice.net), Canal Plus Nordic and Versatel. Has also held several leading positions at Tele2.

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Bina Chaurasia

Senior Vice President, Chief Human Resources Officer and Head of Group Function Human Resources(since (since 2010)

Born 1962. Master of Science in Management and Human Resources, Ohio State University, USA, and Master of Arts in Philosophy, University of Wisconsin, USA.

Board Member: None.

Holdings in Ericsson1): 22,67736,009 Class B shares.

Background: Joined Ericsson from Hewlett Packard, where she was Vice President of Global Talent Management. Has held senior HR leadership roles at Gap, Sun Microsystems and PepsiCo/Yum.

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Ulf Ewaldsson

Senior Vice President, Chief Technology Officer and Head of Group Function Technology(since (since 2012)

Born 1965. Master of Science in Engineering and Business Management, Linköping Institute of Technology, Sweden.

Board Member: Lund University.

Holdings in Ericsson1): 22,17729,913 Class B shares.

Background: Previously Head of Product Area Radio within Business Unit Networks. Has held various managerial positions within Ericsson since 1990. Member of the European Cloud Partnership Steering Board.

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Douglas L. GilstrapNina Macpherson

Senior Vice President, andGeneral Counsel, Head of Group Function Strategy(since 2009)Legal Affairs and Chairmansecretary to the Board of Business Unit ModemsDirectors (since 2011)

Born 1958. Master of Laws, LL.M., University of Stockholm, Sweden.

Board Member:(since 2013) The Association for Swedish Listed Companies and the Arbitration Institute of the Stockholm Chamber of Commerce (SCC).

Holdings in Ericsson1): 16,624 Class B shares.

Background: Previously Vice President and Deputy Head of Group Function Legal Affairs at Ericsson. Previous positions also include private practice and in-house attorney. Member of the Swedish Securities Council.

The Board memberships and Ericsson holdings reported above are as of December 31, 2013.2014.

 

1)The number of shares includes holdings by related natural and legal persons, as well as holdings of any ADS, if applicable.

Ericsson Annual Report on Form 20-F 20132014

 

Born 1963. Bachelor of Science in Accounting, University of Richmond, USA, and Master of Business Administration, Emory University, Atlanta, USA. Executive program at INSEAD, France.

Board Member: None.

Holdings in Ericsson1): 22,727 Class B shares.

Background: Has held various global managerial positions within the telecommunications sector for more than 18 years.

Nina Macpherson

Senior Vice President, General Counsel, Head of Group Function Legal Affairs and secretary to the Board of Directors(since 2011)

Born 1958. Master of Laws, LL.M., University of Stockholm, Sweden.

Board Member: The Association for Swedish Listed Companies and the Arbitration InstituteMembers of the Stockholm Chamber of Commerce (SCC).

Holdings in Ericsson1): 11,560 Class B shares.Executive Leadership Team, cont.

Background: Previously Vice President and Deputy Head of Group Function Legal Affairs at Ericsson. Previous positions also include private practice and in-house attorney. Member of the Swedish Securities Council.

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Helena Norrman

Senior Vice President, Chief Marketing and Communications Officer and Head of Group Function Marketing and Communications(since 2011) (since November 1, 2014)

Born 1970. Master of International Business Administration, Linköping University, Sweden.

Board Member: None.

Holdings in Ericsson1): 12,62118,243 Class B shares.

Background: Senior Vice President and Head of Group Function Communications 2011-2014. Previously Vice President, Communications Operations at Group Function Communications at Ericsson.Communications. Has held various positions within Ericsson’s global communications organization since 1998. Previous positions as communications consultant.

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Mats H. Olsson

Senior Vice President and Head of Asia-Pacific(since January (since 2013)

Born 1954. Master of Business Administration, Stockholm School of Economics, Sweden.

Board Member: None.

Holdings in Ericsson1): 75,75490,051 Class B shares.

Background: International economic advisor to a number of Chinese provincial and municipal governments. Head of Region North East Asia, 2010–2012. Has held various executive positions across the Asia-Pacific region for more than 25 years, including Head of Market Unit Greater China and Head of Market Unit South East Asia.

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Rima Qureshi

Senior Vice President, Strategic Projects(since January 2013)Chief Strategy Officer, Head of Group Function Strategy and Head of M&A (since May 1, 2014)

Born 1965. Bachelor of Information Systems and Master of Business Administration, McGill University, Montreal, Canada.

Board Member: MasterCard Incorporated.Incorporated and the Supervisory Board of Wolters Kluwer NV.

Holdings in Ericsson1): 6,0769,178 Class B shares.

Background: Also serves as Head of Ericsson Response. Senior Vice President Strategic Projects 2013–2014, and Head of Business Unit CDMA Mobile Systems, 2010–2012. Previously Vice President of Strategic Improvement Program and Vice President Product Area Customer Support. Has held various positions within Ericsson since 1993.

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Angel Ruiz

Head of Region North America(since (since 2010)

Born 1956. Bachelor of Electrical Engineering, University of Central Florida, USA, and Master of Management Science and Information Systems, Johns Hopkins University, USA.

Board Member: CTIA. CTIA–The Wireless Association and Liberty Mutual Holding Company.

Holdings in Ericsson1): 59,93379,962 Class B shares.

Background: Joined Ericsson in 1990 and has held a variety of technical, sales and managerial positions within the Company, including heading up the global account teams for Cingular/SBC/BellSouth (now AT&T). Was appointed PresidentHead of EricssonMarket Unit North America in 2001. Member of the US National Security Telecommunications Advisory Committee (NSTAC).

The Board memberships and Ericsson holdings reported above are as of December 31, 2014.

1)The number of shares includes holdings by related natural and legal persons, as well as holdings of any ADS, if applicable.

Ericsson Annual Report on Form 20-F 2014

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Anders ThulinThe Stock Purchase Plan

The Stock Purchase Plan is designed to offer an incentive for all employees to participate in the Company where practicable, which is consistent with industry practice and with Ericsson’s ways of working. For the 2014 plan, employees are able to save up to 7.5% of their gross fixed salary (The President and CEO can save up to 10% of their gross fixed salary and short-term variable remuneration) for purchase of Class B contribution shares at market price on Nasdaq Stockholm or American Depositary Shares (ADSs) on NASDAQ New York (contribution shares) during a 12-month period (contribution period). If the contribution shares are retained by the employee for three years after the investment and their employment with the Ericsson Group continues during that time, the employee’s shares will be matched with a corresponding number of Class B shares or ADSs free of consideration. Employees in 102 countries participate in the plans.

The table below shows the contribution periods and participation details for ongoing plans as of December 31, 2014.

Stock purchase plans

Plan

  Contribution period   Number of
participants
at launch
   Take-up
rate–percent of
eligible employees
 

Stock Purchase plan 2011

   August 2011–July 2012     24,000     30

Stock Purchase plan 2012

   August 2012–July 2013     27,000     28

Stock Purchase plan 2013

   August 2013–July 2014     29,000     29

Stock Purchase plan 2014

   August 2014–July 2015     32,000     30

Participants save each month, beginning with the August payroll, towards quarterly investments. These investments (in November, February, May and August) are matched on the third anniversary of each such investment, subject to continued employment, and hence the matching spans over two financial years and two tax years.

The Key Contributor Retention Plan

The Key Contributor Retention Plan is part of Ericsson’s talent management strategy and is designed to give recognition for performance, critical skills and potential as well as to encourage retention of key employees. Under the program, up to 10% of employees (2014 plan: up to 10,000 employees) are selected through a nomination process that identifies individuals according to performance, critical skills and potential. Participants selected obtain one extra matching share in addition to the ordinary one matching share for each contribution share purchased under the Stock Purchase Plan during a 12-month period.

Executive Performance Stock Plans

   Executive Performance Stock Plan 
   2014  20131)  2012  2011  2010 

Matching share vesting range2)

   0.67 to 4    0.67 to 4    0.67 to 4    0.67 to 4    0.67 to 4  
   1 to 6    1 to 6    1 to 6    1 to 6    1 to 6  
   1.5 to 9    1.5 to 9    1.5 to 9    1.5 to 9    1.5 to 9  

Maximum opportunity as percentage of fixed salary3)

   30  30  30  30  30
   45  45  45  45  45
   162  162  162  162  162

1)Targets for Executive Performance Stock Plans 2012 to 2014 are described in the next table.
2)Corresponding to EPS range (no Performance Share Plan matching below this range). Matching shares per contribution share invested in addition to Stock Purchase Plan matching according to program of up to 4, 6 or 9 matching shares.
3)At full investment, full vesting and constant share price. Excludes Stock Purchase Plan matching.

Ericsson Annual Report on Form 20-F 2014

Executive Performance Stock Plan targets

   Base year
value
SEK billion
   Year 1  Year 2  Year 3 

2014

      

Growth (Net sales growth)1)

   225.3     
 
Compound annual
growth rate of 2–8%
  
  

Margin (Operating income growth)1)

   15.7     
 
Compound annual
growth rate of 5–15%
  
  

Cash Flow (Cash conversion)

   —      ³70 ³70 ³70

2013

      

Growth (Net sales growth)

   227.8     
 
Compound annual
growth rate of 2–8%
  
  

Margin (Operating income growth)2)

   18.5     
 
Compound annual
growth rate of 5–15%
  
  

Cash Flow (Cash conversion)

   —      ³70 ³70 ³70

2012

      

Growth (Net sales growth)

   226.9     
 
Compound annual
growth rate of 2–8%
  
  

Margin (Operating income growth)

   17.9     
 
Compound annual
growth rate of 5–15%
  
  

Cash Flow (Cash conversion)

   —      ³70 ³70 ³70

1)Base year 2013 has been adjusted for the impact of the Samsung IPR agreement.
2)Base year 2012 excludes a non-cash charge for ST-Ericsson.

The Executive Performance Stock Plan

The Executive Performance Stock Plan is designed to focus management on driving earnings and provide competitive remuneration. Senior managers, including ELT, are selected to obtain up to four or six extra shares (performance matching shares) in addition to the ordinary one matching share for each contribution share purchased under the Stock Purchase Plan. Up to 0.5% of employees (2014 plan: up to 450 executives) are offered participation in the plan. The President and CEO can save up to 10% of gross fixed salary and short-term variable compensation, and may obtain up to nine performance-matching shares in addition to the Stock Purchase Plan matching share for each contribution share.

The performance targets changed from EPS targets to targets linked to the business strategy as from 2011. To support the long-term strategy and value creation of the company, performance targets are linked to growth on Net Sales, Operating Income and Cash Conversion.

The tables above show ongoing Executive Performance Stock Plans as of December 31, 2014.

Shares for all plans

       Stock Purchase Plan, Key Contributor
Retention Plan and Executive
Performance Stock Plans
    

Plan (million shares)

      2014  2013  2012  2011  2010  Total 

Originally designated

   A     22.8    26.6    26.2    19.4    19.4    114.4  

Outstanding beginning of 2014

   B     0.0    3.2    12.5    12.4    6.0    34.1  

Awarded during 2014

   C     3.6    9.8    —      —      —      13.4  

Exercised/matched during 2014

   D     0.0    0.2    0.4    2.8    6.0    9.4  

Forfeited/expired during 2014

   E     0.0    0.4    0.4    1.7    0.0    2.5  

Outstanding end of 20141)

   F=B+C–D–E     3.6    12.4    11.7    7.9    0.0    35.6  

Compensation costs charged during 2014 (SEK million)

   G     102)   2192)   2412)   1952)   522)   7172) 

1)Shares under the Executive Performance Stock Plans were based on the fact that the 2010 plan was fully vested and that the 2011 plan vested for 22% and lapsed for 78%. For the other ongoing plans, cost is estimated.
2)Fair value is calculated as the share price on the investment date, reduced by the net present value of the dividend expectations during the three-year vesting period. Net present value calculations are based on data from external party. Fair value is also adjusted for participants failing to keep hold of their contribution shares during the vesting period. For shares under the Executive Performance Stock Plans, the company makes a forecast for the fulfillment of the financial targets for all ongoing plans except for 2009 and 2010 plans as disclosed under 1) when calculating the compensation cost. Fair value of the Class B share at each investment date during 2014 was: February 15 SEK 72.37, May 15 SEK 71.98, August 15 SEK 74.07 and November 15 SEK 79.39.
3)Total compensation costs charged during 2013: SEK 388 million, 2012: SEK 405 million.

Shares for all plans

All plans are funded with treasury stock and are equity settled. Treasury stock for all plans has been issued in directed cash issues of Class C shares at the quotient value and purchased under a public offering at the subscription price plus a premium corresponding to the subscribers’ financing costs, and then converted to Class B shares.

For all plans, additional shares have been allocated for financing of social security expenses. Treasury stock is sold on the Nasdaq Stockholm to cover social security payments when arising due to matching of shares. During 2014, 1,129,800 shares were sold at an average price of SEK 85.49. Sales of shares are recognized directly in equity.

If, as of December 31, 2014, all shares allocated for future matching under the Stock Purchase Plan were transferred, and shares designated to cover social security payments were disposed of as a result of the exercise and the matching, approximately 60 million Class B shares would be transferred, corresponding to 1.9% of the total number of shares outstanding, or 3,242 million not including treasury stock. As of December 31, 2014, 63 million Class B shares were held as treasury stock.

The table above shows how shares (representing matching rights but excluding shares for social security expenses) are being used for all outstanding plans. From up to down the table includes (A) the number of shares originally approved by the Annual General Meeting; (B) the number of originally designated shares that were outstanding at the beginning of 2014; (C) the number of shares awarded during 2014; (D) the number of shares matched during 2014; (E) the number of shares forfeited by participants or expired under the plan rules during 2014; and (F) the balance left as outstanding at the end of 2014, having added new awards to the shares outstanding at the beginning of the year and deducted the shares related to awards matched, forfeited and expired. The final row (G) shows the compensation costs charged to the accounts during 2014 for each plan, calculated as fair value in SEK.

For a description of compensation cost, including accounting treatment, see Note C1, “Significant accounting policies,” section Share-based compensation to employees and the Board of Directors.

Ericsson Annual Report on Form 20-F 2014

Employee numbers, wages and salaries

Employee numbers

Average number of employees

    2014   2013 
   Women   Men   Total   Women   Men   Total 

North America

   3,173     12,228     15,401     3,234     12,060     15,294  

Latin America

   2,517     10,169     12,686     2,216     9,562     11,778  

Northern Europe & Central Asia1)2)

   5,312     15,159     20,471     5,523     15,519     21,042  

Western & Central Europe2)

   1,746     9,541     11,287     3,802     8,263     12,065  

Mediterranean2)

   2,899     10,053     12,952     2,865     9,793     12,658  

Middle East

   491     3,323     3,814     566     4,820     5,386  

Sub-Saharan Africa

   448     1,925     2,373     364     1,704     2,068  

India

   3,184     16,699     19,883     2,586     15,042     17,628  

North East Asia

   4,028     9,523     13,551     4,308     10,108     14,416  

South East Asia & Oceania

   1,211     3,527     4,738     1,061     3,234     4,295  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

   25,009     92,147     117,156     26,525     90,105     116,630  

 

1)         Of which in Sweden

   3,944     12,584     16,528     4,118     12,972     17,090  

2)        Of which in EU

   9,438     32,842     42,280     11,703     31,729     43,432  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Number of employees by region at year-end

    2014   2013 

North America

   15,516     14,931  

Latin America

   11,066     11,445  

Northern Europe & Central Asia1)2)

   21,633     21,892  

Western & Central Europe2)

   12,617     11,530  

Mediterranean2)

   13,387     12,314  

Middle East

   3,858     3,752  

Sub-Saharan Africa

   2,406     2,084  

India

   19,971     17,622  

North East Asia

   13,464     14,503  

South East Asia & Oceania

   4,137     4,267  
  

 

 

   

 

 

 

Total

   118,055     114,340  

 

1)Of which in Sweden

   17,580     17,858  

2)Of which in EU

   45,202     43,421  
  

 

 

   

 

 

 

Number of employees by gender and age at year-end 2014

   Women  Men  Percent
of total
 

Under 25 years old

   2,680    2,683    5

25–35 years old

   9,557    36,316    39

36–45 years old

   7,777    30,062    32

46–55 years old

   4,410    18,072    19

Over 55 years old

   1,399    5,099    5
  

 

 

  

 

 

  

 

 

 

Percent of total

   22  78  100
  

 

 

  

 

 

  

 

 

 

Employee movements

       2014   2013 

Head count at year-end

     118,055     114,340  

Employees who have left the Company

     15,536     13,025  

Employees who have joined the Company

     19,251     17,110  

Temporary employees

     776     493  

Employee wages and salaries

Wages and salaries and social security expenses

(SEK million)

  2014   2013 

Wages and salaries

   58,006     48,533  

Social security expenses

   17,944     16,531  

Of which pension costs

   3,957     4,426  

Amounts related to the President and CEO and the Executive Leadership Team are included.

Remuneration to Board members and Presidents in subsidiaries

(SEK million)

  2014   2013 

Salary and other remuneration

   288     294  

Of which annual variable remuneration

   72     40  

Pension costs

   21     23  

Board members, Presidents and Group management by gender at year end

    2014  2013 
   Women  Men  Women  Men 

Parent Company

     

Board members and President

   30  70  25  75

Group Management

   29  71  29  71

Subsidiaries

     

Board members and Presidents

   30  70  27  73

Ericsson Annual Report on Form 20-F 2014

C29    Related party transactions

During 2014, various related party transactions were executed pursuant to contracts based on terms customary in the industry and negotiated on an arm’s length basis. For information regarding equity and Ericsson’s share of assets, liabilities and income in joint ventures and associated companies, see Note C12, “Financial assets, non-current.” For information regarding transactions with senior management, see Note C28, “Information regarding members of the Board of Directors, the Group management and employees.”

ST-Ericsson

ST-Ericsson was formed in 2009 as a joint venture, equally owned by Ericsson and STMicroelectronics. In early 2013 the parents agreed to split up and close the joint venture. The company ST-Ericsson is winding down and all business has been transferred to parents or divested during 2013. Ericsson has taken over assets and liabilities in the design, development and sales of the thin LTE multi-mode modem solution with a net value of SEK 1.1 billion. The acquired business was consolidated in the segment Modems in 2013. In 2014, the Company announced the discontinuation of further development of modems and the shift of approximately 500 employees to Networks research and development organization to pursue growth opportunities in the radio business.

During 2014 and 2013 Ericsson had no sales and purchases in the course of ordinary business, only transactions related to the winding down described above. Therefore, the descriptions below refer to the year 2012. The major transactions in 2012 were as follows:

Sales: Ericsson provides ST-Ericsson with services in the areas of R&D, HR, IT and facilities.

Purchases: A major part of Ericsson’s purchases from ST-Ericsson consists of chipsets and R&D services.

ST-Ericsson

20141)20131)2012

Related party transactions

Sales

—  —  138

Purchases

—  —  634

Related party balances

Receivables

—  —  127

Liabilities

—  —  —  

1)See text above for further information.

Ericsson does not have any contingent liabilities, assets pledged as collateral or guarantees towards ST-Ericsson.

C30    Fees to Auditors

Fees to auditors

   PwC   Others   Total 

2014

      

Audit fees

   83     7     90  

Audit-related fees

   11     0     11  

Tax fees

   15     4     19  

Other fees

   18     1     19  
  

 

 

   

 

 

   

 

 

 

Total

   127     12     139  

2013

      

Audit fees

   75     7     82  

Audit-related fees

   12     —       12  

Tax fees

   12     3     15  

Other fees

   15     1     16  
  

 

 

   

 

 

   

 

 

 

Total

   114     11     125  

2012

      

Audit fees

   82     5     87  

Audit-related fees

   15     —       15  

Tax fees

   16     3     19  

Other fees

   10     10     20  
  

 

 

   

 

 

   

 

 

 

Total

   123     18     141  
  

 

 

   

 

 

   

 

 

 

During the period 2012–2014, in addition to audit services, PwC provided certain audit-related services, tax and other services to the Company. The audit-related services include quarterly reviews, ISO audits, SSAE 16 reviews and services in connection with the issuing of certificates and opinions and consultation on financial accounting. The tax services include general expatriate services and corporate tax compliance work. Other services include, work related to acquisitions, operational effectiveness and assessments of internal control.

Audit fees to other auditors largely consist of local statutory audits.

C31    Contractual obligations

Contractual obligations 2014

   Payment due by period     

SEK billion

  <1
year
   1–3
years
   3–5
years
   >5
years
   Total 

Long-term debt1)2)

   0.5     6.0     1.1     15.5     23.1  

Finance lease obligations3)

   0.1     0.2     0.1     0.5     0.9  

Operating leases3)

   2.4     3.3     1.9     3.9     11.5  

Other non-current liabilities

   0.0     0.2     0.1     1.5     1.8  

Purchase obligations4)

   5.1           5.1  

Trade payables

   24.5     0.0     0.0     0.0     24.5  

Commitments for customer finance5)

   12.0     0.0     0.0     0.0     12.0  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

   44.6     9.7     3.2     21.4     78.9  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

1)Including interest payments.
2)See Note C19, “Financial risk management and financial instruments.”
3)See Note C27, “Leasing.”
4)The amounts of purchase obligations are gross, before deduction of any related provisions.
5)See also Note C14, “Trade receivables and customer finance.”

For information about financial guarantees, see Note C24, “Contingent liabilities.”

Except for those transactions described in this report, the Company has not been a party to any material contracts over the past three years other than those entered into during the ordinary course of business.

C32    Events after the reporting period

Rockstar Consortium LLC (Rockstar) is a company that was formed in 2011 by Apple, Blackberry, Ericsson, Microsoft, and Sony to purchase approximately 4,000 patent assets out of the original about 6,000 from the Nortel bankruptcy estate. On December 23, 2014, it was agreed among the owners of Rockstar and RPX Corporation (RPXC) that RPX should purchase the remaining patents of Rockstar. The transaction occured in 2015 and the impact on income will not be material in 2015.

Ericsson Annual Report on Form 20-F 2014

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Internal control over financial reporting

Ericsson’s management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Ericsson’s internal control system related to financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with International Financial Reporting Standards (IFRS) and includes those policies and procedures that:

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with International Financial Reporting Standards (IFRS), and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Although the purpose of internal control systems is to ensure adequate risk management all internal control systems, no matter how well designed, have inherent limitations which may result in that misstatements are not prevented or detected. Therefore, even systems determined to be effective can provide only reasonable assurance with respect to the reliability of financial statement preparation and presentation.

Ericsson’s management assessed the effectiveness of Ericsson’s internal control over financial reporting as of December 31, 2014. In making this assessment, management used the criteria set forth in “Internal Control—Integrated Framework (2013)”, issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, management has concluded that, as of December 31, 2014, Ericsson’s internal control over financial reporting was effective at a reasonable assurance level.

Attestation report of registered public accounting firm

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2014, has been audited by Pricewaterhouse-Coopers AB, an independent registered public accounting firm. PricewaterhouseCoopers AB has issued an attestation report on Ericsson’s internal control over financial reporting, which appears on page 47.

Changes in internal control over financial reporting

During the period covered by the Annual Report 2014, there were no changes to the internal control over financial reporting that have materially affected, or are likely to materially affect, the internal control over financial reporting.

Ericsson Annual Report on Form 20-F 2014

RISK FACTORS

You should carefully consider all the information in this Annual Report and in particular the risks and uncertainties outlined below. Based on the information currently known to us, we believe that the following information identifies the most significant risk factors affecting our business. Any of the factors described below, or any other risk factors discussed elsewhere in this report, could have a material negative effect on our business, revenues, operating and after-tax results, profit margins, financial condition, cash flow, liquidity, credit rating, market share, reputation, brand and/or our share price. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also materially adversely affect our business. Furthermore, our operating results may have a greater variability than in the past and we may have difficulties in accurately predicting future developments. See also “Forward-Looking Statements.”

Market, Technology and Business Risks

Challenging global economic conditions may adversely impact the demand and pricing for our products and services as well as limit our ability to grow.

Challenging global economic conditions and political unrest could have adverse, wide-ranging effects on demand for our products and for the products of our customers. Adverse global economic conditions and political unrest, could cause operators and other customers to postpone investments or initiate other cost-cutting initiatives to improve their financial position. This could result in significantly reduced expenditures for our products and services, including network infrastructure, in which case our operating results would suffer. If demand for our products and services were to fall in the future, we could experience material adverse effects on our revenues, cash flow, capital employed and value of our assets and we could incur operating losses. Furthermore, if demand is significantly weaker or more volatile than expected, our credit rating, borrowing opportunities and costs as well as the trading price of our shares could be adversely impacted. Should global economic conditions fail to improve, or worsen, other business risks we face could intensify and could also negatively impact the business prospects of operators and other customers. Some operators and other customers, in particular in markets with weak currencies, may incur borrowing difficulties and slower traffic development, which may negatively affect their investment plans and cause them to purchase less of our products and services. The potential adverse effects of an economic downturn include:

Reduced demand for products and services, resulting in increased price competition or deferrals of purchases, with lower revenues not fully compensated through reduced costs

Risks of excess and obsolete inventories and excess manufacturing capacity

Risk of financial difficulties or failures among our suppliers

Increased demand for customer finance, difficulties in collection of accounts receivable and increased risk of counter party failures

Risk of impairment losses related to our intangible assets as a result of lower forecasted sales of certain products

Increased difficulties in forecasting sales and financial results as well as increased volatility in our reported results

Changes in the value in our pension plan assets resulting from for example, adverse equity and credit market developments and/or increased pension liabilities resulting from, for example, lower discount rates. Such development may trigger additional pension trust capitalization needs affecting the company’s cash balance negatively

End user demand could also be adversely affected by reduced consumer spending on technology, changed operator pricing, security breaches and trust issues.

We may not be successful in implementing our strategy or in achieving improvements in our earnings.

There can be no assurance that we will be able to successfully implement our strategy to achieve future earnings, growth or create shareholder value. When deemed necessary, we undertake specific restructuring or cost-saving initiatives; however, there are no guarantees that such initiatives will be sufficient, successful or executed in time to deliver any improvements in our earnings.

The telecommunications industry fluctuates and is affected by many factors, including the economic environment, and decisions made by operators and other customers regarding their deployment of technology and their timing of purchases.

The telecommunications industry has experienced downturns in the past in which operators substantially reduced their capital spending on new equipment. While we expect the network service provider equipment market, telecommunications services market and ICT market to grow in the coming years, the uncertainty surrounding the global economic recovery may materially harm actual market conditions. Moreover, market conditions are subject to substantial fluctuation, and could vary geographically and across technologies. Even if global conditions improve, conditions in the specific industry segments in which we participate may be weaker than in other segments. In that case, our revenue and operating results may be adversely affected.

If capital expenditures by operators and other customers are weaker than we anticipate, our revenues, operating results and profitability may be adversely affected. The level of demand from operators and other customers who buy our products and services can change quickly and can vary over short periods of time, including from month to month. Due to the uncertainty and variations in the telecommunications industry, as well as in the ICT industry, accurately forecasting revenues, results, and cash flow remains difficult.

Sales volumes and gross margin levels are affected by the mix and order time of our products and services.

Our sales to operators and other customers represent a mix of equipment, software and services, which normally generate different gross margins. We sell our own products as well as third party products, which normally have lower margins than our own

Ericsson Annual Report on Form 20-F 2014

products. As a consequence, our reported gross margin in a specific period will be affected by the overall mix of products and services as well as the relative content of third party products. Further, network expansions and upgrades have much shorter lead times for delivery than initial network build outs. Orders for such network expansions and upgrades are normally placed at short notice by customers, often less than a month in advance, and consequently variations in demand are difficult to forecast. As a result, changes in our product and service mix and the short order time for certain of our products may affect our ability to accurately forecast sales and margins or detect in advance whether actual results will deviate from market consensus. Short-term variation could have a material adverse effect on our business, operating results, financial condition and cash flow.

We may not be able to properly respond to market trends in the industries in which we operate, including the ongoing convergence of the telecom, data and media industries, which may harm our market position relative to our competitors.

We are affected by market conditions and trends within the industries in which we operate, including the convergence of the telecom, data and media industries. Convergence is largely driven by technological development related to IP-based communications. This has changed the competitive landscape and affects our objective-setting, risk assessment and strategies. Competitors new to our business have entered and may continue to enter this new business context and negatively impact our market share in selected areas. If we fail to understand the market development, or fail to acquire the necessary competencies to develop and sell products, services and solutions that are competitive in this changing business environment, our business, operating results and financial condition will suffer.

Our business depends upon the continued growth of mobile communications and the acceptance of new services. If growth slows or new services do not succeed, operators’ investment in networks may slow or stop, harming our business and operating results.

A substantial portion of our business depends on the continued growth of mobile communications in terms of both the number of subscriptions and usage per subscriber, which in turn drives the continued deployment and expansion of network systems by our customers. If operators fail to increase the number of subscribers and/or usage does not increase, our business and operating results could be materially adversely affected. Also, if operators fail to monetize new services, fail to introduce new business models or experience a decline in operator revenues or profitability, their willingness to further invest in their network systems may decrease which will reduce their demand for our products and services and have an adverse effect on our business, operating results and financial condition.

Fixed and mobile networks converge and new technologies, such as IP and broadband, enable operators to deliver a range of new types of services in both fixed and mobile networks. We are dependent upon market acceptance of such services and the outcome of regulatory and standardization activities in this field, such as spectrum allocation. If delays in standardization, regulation, or market acceptance occur, this could adversely affect our business, operating results and financial condition.

We face intense competition from our existing competitors as well as new entrants, including IT companies entering the telecommunications market, and this could materially adversely affect our results.

The markets in which we operate are highly competitive in terms of price, functionality, service quality, customization, timing of development, and the introduction of new products and services. We face intense competition from significant competitors, many of which are very large, with substantial technological and financial resources and established relationships with operators. Further, certain competitors, Chinese companies in particular, have become relatively stronger in recent years. We also encounter increased competition from new market entrants and alternative technologies are evolving industry standards. In particular, we face competition from large IT companies entering the telecommunications market who benefit from economies of scale due to being active in several industries. We cannot assure that we will be able to compete successfully with these companies. Our competitors may implement new technologies before we do, offer more attractively priced or enhanced products, services or solutions, or they may offer other incentives that we do not provide. Some of our competitors may also have greater resources in certain business segments or geographic markets than we do. Increased competition could result in reduced profit margins, loss of market share, increased research and development costs as well as increased sales and marketing expenses, which could have a material adverse effect on our business, operating results, financial condition and market share. Traffic development on cellular networks could be affected if more traffic is offloaded to Wi-Fi networks. Further, alternative services provided over-the-top have profound effects on operator voice/ SMS revenues with possible reduced capital expenses consequences.

Additionally, we operate in markets characterized by rapidly changing technology. This results in continuous price erosion and increased price competition for our products and services. If our counter measures, including enhanced products and business models or cost reductions cannot be achieved or do not occur in a timely manner, there could be adverse impacts on our business, operating results, financial condition and market share.

Vendor consolidation may lead to stronger competitors who are able to benefit from integration, scale and greater resources.

Industry convergence and consolidation among equipment and services suppliers could potentially result in stronger competitors that are competing as end-to-end suppliers as well as competitors more specialized in particular areas. Consolidation may also result in competitors with greater resources than we have or in reduction of our current scale advantages. This could have a materially adverse effect on our business, operating results, financial condition and market share.

A significant portion of our revenue is currently generated from a limited number of key customers, and operator consolidation may increase our dependence on key customers.

We derive most of our business from large, multi-year agreements with a limited number of significant customers. Many of these agreements are opened up on a yearly basis to renegotiate the price for our products and services and do not contain committed purchase volumes. Although no single customer represented more than 8% of our sales in 2014, our ten largest customers

Ericsson Annual Report on Form 20-F 2014

accounted for 47% of our sales in 2014. A loss of or a reduced role with a key customer could have a significant adverse impact on sales, profit and market share for an extended period.

In recent years, network operators have undergone significant consolidation, resulting in fewer operators with activities in several countries. This trend is expected to continue, and intra-country consolidation is likely to accelerate as a result of competitive pressure. A market with fewer and larger operators will increase our reliance on key customers and may negatively impact our bargaining position and profit margins. Moreover, if the combined companies operate in the same geographic market, networks may be shared and less network equipment and fewer associated services may be required. Network investments could be delayed by the consolidation process, which may include, among others, actions relating to merger or acquisition agreements, securing necessary regulatory approvals, or integration of businesses. Network operators also share parts of their network infrastructure through cooperation agreements rather than legal consolidations, which may adversely affect demand for network equipment. Accordingly, operator consolidation may have a material adverse effect on our business, operating results, market share and financial condition.

Certain long-term agreements with customers still include commitments to future price reductions, requiring us to constantly manage and control our cost base.

Long-term agreements with our customers are typically awarded on a competitive bidding basis. In some cases, such agreements also include a commitment to future price reductions. In order to maintain our gross margin with such price reductions, we continuously strive to reduce the costs of our products through design improvements, negotiation of better purchase prices from our suppliers, allocation of more production to low-cost countries and increased productivity in our own production. However, there can be no assurance that our actions to reduce costs will be sufficient or quick enough to maintain our gross margin in such contracts, which may have a material adverse effect on our business, operating results and financial condition.

Growth of our managed services business is difficult to predict, and requires taking significant contractual risks.

Operators increasingly outsource parts of their operations to reduce cost and focus on new services. To address this opportunity, we offer operators various services in which we manage their networks. The growth rate in the managed services market is difficult to forecast and each new contract carries a risk that transformation and integration of the operations will not be as fast or smooth as planned. Additionally, early contract margins are generally low and the mix of new and old contracts may negatively affect reported results in a given period. Contracts for such services normally cover several years and generate recurring revenues. However, contracts have been, and may in the future be, terminated or reduced in scope, which has negative impacts on sales and earnings. While we believe we have a strong position in the managed services market, competition in this area is increasing, which may have adverse effects on our future growth, business, operating results and profitability.

We depend upon the development of new products and enhancements to our existing products, and the success of our substantial research and development investments is uncertain.

Rapid technological and market changes in our industry require us to make significant investments in technological innovation. We invest significantly in new technology, products and solutions. In order for us to be successful, those technologies, products and solutions must be accepted by relevant standardization bodies and by the industry as a whole. The failure of our research and development efforts to be technically or commercially successful, could have adverse effects on our business, operating results and financial condition. If we invest in the development of technologies, products and solutions that do not function as expected, are not adopted by the industry, are not ready in time, or are not successful in the marketplace, our sales and earnings may materially suffer. Additionally, it is common for research and development projects to encounter delays due to unforeseen problems. Delays in production and research and development may increase the cost of research and development efforts and put us at a disadvantage against our competition. This could have a material adverse effect upon our business, operating results and financial condition.

We engage in acquisitions and divestments which may be disruptive and require us to incur significant expenses.

In addition to in-house innovation efforts, we make strategic acquisitions in order to obtain various benefits such as reduced time-to-market, access to technology and competence, increased scale or to broaden our product portfolio or customer base. Future acquisitions could result in the incurrence of contingent liabilities and an increase in amortization expenses related to goodwill and other intangible assets, which could have a material adverse effect upon our business, operating results, financial condition and liquidity. Risks we could face with respect to acquisitions include:

Difficulties in the integration of the operations, technologies, products and personnel of the acquired company

Risks of entering markets in which we have no or limited prior experience

Potential loss of employees

Diversion of management’s attention away from other business concerns

Expenses of any undisclosed or potential legal liabilities of the acquired company.

From time to time we also divest parts of our business to optimize our product portfolio or operations. Any decision to dispose of or otherwise exit businesses may result in the recording of special charges, such as workforce reduction costs and industry- and technology-related write-offs. We cannot assure that we will be successful in consummating future acquisitions or divestments on favorable terms or at all. The risks associated with such acquisitions and divestments could have a material adverse effect upon our business, operating results, financial condition and liquidity.

We are in, and may enter into new, JV arrangements and have, and may have new, partnerships which may not be successful and expose us to future costs.

Our JV and partnering arrangements may fail to perform as expected for various reasons, including an incorrect assessment of our needs, our inability to take action without the approval of our partners or the capabilities or financial stability of our strategic partners. Our ability to work with these partners or develop new products and solutions may become constrained, which could harm our competitive position in the market.

Ericsson Annual Report on Form 20-F 2014

Additionally, our share of any losses from or commitments to contribute additional capital to such JV’s and partnerships may adversely affect our business, operating results, financial condition and cash flow.

We rely on a limited number of suppliers of components, production capacity and R&D and IT services, which exposes us to supply disruptions and cost increases.

Our ability to deliver according to market demands and contractual commitments depends significantly on obtaining a timely and adequate supply of materials, components, production capacity and other vital services on competitive terms. Although we strive to avoid single-source supplier solutions, this is not always possible. Accordingly, there is a risk that we will be unable to obtain key supplies we need to produce our products and provide our services on commercially reasonable terms, or at all. Failure by any of our suppliers could interrupt our product or services supply or operations and significantly limit sales or increase our costs. To find an alternative supplier or redesign products to replace components may take significant time which could cause significant delays or interruptions in the delivery of our products and services. We have from time to time experienced interruptions of supply and we may experience such interruptions in the future.

Furthermore, our procurement of supplies requires us to predict future customer demands. If we fail to anticipate customer demand properly, an over or under supply of components and production capacity could occur. In many cases, some of our competitors utilize the same manufacturers and if they have purchased capacity ahead of us we could be blocked from acquiring the needed products. This factor could limit our ability to supply our customers and increase costs. At the same time, we commit to certain capacity levels or component quantities, which, if unused, will result in charges for unused capacity or scrapping costs. We are also exposed to financial counterpart risks to suppliers when we pay in advance for supplies. Such supply disruptions and cost increases may negatively affect our business, operating results and financial condition.

Product or service quality issues could lead to reduced revenue and gross margins and declining sales to existing and new customers.

Sales contracts normally include warranty undertakings for faulty products and often include provisions regarding penalties and/or termination rights in the event of a failure to deliver ordered products or services on time or with required quality. Although we undertake a number of quality assurance measures to reduce such risks, product quality or service performance issues may negatively affect our reputation, business, operating results and financial condition. If significant warranty obligations arise due to reliability or quality issues, our operating results and financial position could be negatively impacted by costs associated with fixing software or hardware defects, high service and warranty expenses, high inventory obsolescence expense, delays in collecting accounts receivable or declining sales to existing and new customers.

Due to having a significant portion of our costs in SEK and revenues in other currencies, our business is exposed to foreign exchange fluctuations that could negatively impact our revenues and operating results.

We incur a significant portion of our expenses in SEK. As a result of our international operations, we generate, and expect to continue to generate, a significant portion of our revenue in currencies other than SEK. To the extent we are unable to match revenue received in foreign currencies with costs paid in the same currency, exchange rate fluctuations could have a negative impact on our consolidated income statement, balance sheet and cash flows when foreign currencies are exchanged or translated to SEK, which increases volatility in reported results.

As market prices are predominantly established in USD or EUR, we presently have a net revenue exposure in foreign currencies which means that a stronger SEK exchange rate would generally have a negative effect on our reported results. Our attempts to reduce the effects of exchange rate fluctuations through a variety of hedging activities may not be sufficient or successful, resulting in an adverse impact on our results and financial condition.

Our ability to benefit from intellectual property rights (IPR) which are critical to our business may be limited by changes in regulation limiting patents, inability to prevent infringement, the loss of licenses from third parties, infringement claims brought against us by competitors and others and changes in the area of open standards, especially in light of recent attention on licensing of open standard patents.

Although we have a large number of patents, there can be no assurance that they will not be challenged, invalidated, or circumvented, or that any rights granted in relation to our patents will in fact provide us with competitive advantages.

We utilize a combination of trade secrets, confidentiality policies, nondisclosure and other contractual arrangements in addition to relying on patent, copyright and trademark laws to protect our intellectual property rights. However, these measures may not be adequate to prevent or deter infringement or other misappropriation. In addition, we rely on many software patents, and limitations on the patentability of software may materially affect our business.

Moreover, we may not be able to detect unauthorized use or take appropriate and timely steps to establish and enforce our proprietary rights. In fact, existing legal systems of some countries in which we conduct business offer only limited protection of intellectual property rights, if at all. Our solutions may also require us to license technologies from third parties. It may be necessary in the future to seek or renew licenses and there can be no assurance that they would be available on acceptable terms, or at all. Moreover, the inclusion in our products of software or other intellectual property licensed from third parties on a non-exclusive basis could limit our ability to protect proprietary rights in our products. Many key aspects of telecommunications and data network technology are governed by industry-wide standards usable by all market participants. As the number of market entrants and the complexity of technology increases, the possibility of functional overlap and inadvertent infringement of intellectual property rights also increases. In addition to industry-wide standards, other key industry-wide software solutions are today developed by market participants as free and open source software. Contributing to the development of software developed as free and open source software may limit our ability to enforce applicable patents in the future. Third parties have asserted, and may assert in the future, claims, directly against us or against our customers, alleging infringement of their intellectual property rights. Defending such claims may be expensive, time-consuming and divert the efforts of our management and/or technical personnel. As a result of litigation, we could be required to pay damages and other compensation

Ericsson Annual Report on Form 20-F 2014

directly or to indemnify our customers for such damages and other compensation, develop non-infringing products/technology or enter into royalty or licensing agreements. However, we cannot be certain that such licenses will be available to us on commercially reasonable terms or at all, and such judgments could have a material adverse effect on our business, reputation, operating results and financial condition. Using free and open source software may allow third parties to further investigate our software due to the accessibility of source code. This may in turn make this software more prone to assertions from third parties.

Recent attention on licensing of patents necessary to conduct an open standard (e.g. 2G, 3G and 4G technology), investigations held by antitrust authorities and legislative change could potentially affect Ericsson’s ability to benefit from its patent portfolio in the area of such open standards, which could have a material adverse effect on our business, reputation, operating results and financial condition. Ericsson holds a leading patent portfolio in open standards and possible changes regarding such a portfolio may materially affect our reputation, business, operating results and financial condition.

We are involved in lawsuits and investigations which, if determined against us, could require us to pay substantial damages, fines and/or penalties.

In the normal course of our business we are involved in legal proceedings. These lawsuits include such matters as commercial disputes, claims regarding intellectual property, antitrust, tax and labor disputes. Litigation can be expensive, lengthy and disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult to predict. An unfavorable resolution of a particular lawsuit could have a material adverse effect on our business, operating results, financial condition and reputation.

As a publicly listed company, Ericsson may be exposed to lawsuits in which plaintiffs allege that the Company or its officers have failed to comply with securities laws, stock market regulations or other laws, regulations or requirements. Whether or not there is merit to such claims, the time and costs incurred to defend the Company and its officers and the potential settlement or compensation to the plaintiffs could have significant impact on our reported results and reputation. For additional information regarding certain of the lawsuits in which we are involved, see “Legal Proceedings” in the Board of Directors’ Report.

Our operations are complex and several critical operations are centralized in a single location. Any disruption of our operations, whether due to natural or man-made events, may be highly damaging to the operation of our business.

Our business operations rely on complex operations and communications networks, which are vulnerable to damage or disturbance from a variety of sources. Having outsourced significant portions of our operations, such as IT, finance and HR operations, we depend on the performance of external companies, including their security and reliability measures. Regardless of protection measures, our systems and communications networks are susceptible to disruption due to failure, vandalism, computer viruses, security or privacy breaches, natural disasters, power outages and other events. We also have a concentration of operations on certain sites, including R&D, production, network operation centers, ICT centers and logistic centers and shared services centers, where business interruptions could cause material damage and costs. The delivery of goods from suppliers, and to customers, could also be hampered for the reasons stated above. Interruptions to our systems and communications may have an adverse effect on our operations and financial condition.

Cyber security incidents affecting our business may have a material adverse effect on our business, financial condition, reputation and brand.

Ericsson’s business operations involve areas that are particularly vulnerable to cyber security incidents such as data breaches, intrusions, espionage, know-how and data privacy infringements, leakage and general malfeasance. Examples of these areas include, among others, research and development, managed services, usage of cloud solutions, software development, lawful interception, product engineering, IT, finance and HR operations. Any cyber security incident including unintended use, involving our operations, product development, services, our third party providers or installed product base, could cause severe harm to Ericsson and could have a material adverse effect on our business, financial condition, reputation and brand.

Ericsson relies heavily on third parties to whom we have out-sourced significant aspects of our IT infrastructure, product development, engineering services, finance and HR operations. While we have taken precautions relating to the selection, integration and ongoing management of these third parties, any event or attack that is caused as a result of vulnerabilities in their operations or products supplied to us could have a material adverse effect upon Ericsson, our business, financial condition, reputation and brand, potentially slowing operations, leaking valuable intellectual property or sensitive information or damaging our products which have been installed in our customers’ networks.

We must continue to attract and retain highly qualified employees to remain competitive.

We believe that our future success largely depends on our continued ability to hire, develop, motivate and retain engineers and other qualified personnel needed to develop successful new products, support our existing product range and provide services to our customers.

Competition for skilled personnel and highly qualified managers in the industries in which we operate remains intense. We are continuously developing our corporate culture, remuneration, promotion and benefits policies as well as other measures aimed at empowering our employees and reducing employee turnover. However, there are no guarantees that we will be successful in attracting and retaining employees with appropriate skills in the future, and failure in retention and recruiting could have a material adverse effect on our business and brand.

If our customers’ financial conditions decline, we will be exposed to increased credit and commercial risks.

After completing sales to customers, we may encounter difficulty collecting accounts receivables and could be exposed to risks associated with uncollectable accounts receivable. We regularly assess the credit worthiness of our customers and based on that we determine a credit limit for each one of them. Challenging economic conditions have impacted some of our customers’ ability to pay their accounts receivables. Although our credit losses have historically been low and we have policies and procedures for managing customer finance credit risk we may be unable to avoid

Ericsson Annual Report on Form 20-F 2014

future losses on our trade receivables. We have also experienced demands for customer financing, and in adverse financial markets or more competitive environments, those demands may increase. Upon the financial failure of a customer, we may experience losses on credit extended and loans made to such customer, losses relating to our commercial risk exposure, and the loss of the customer’s ongoing business. If customers fail to meet their obligations to us, we may experience reduced cash flows and losses in excess of reserves, which could materially adversely impact our operating results and financial condition.

We rely on various sources for short-term and long-term capital for the funding of our business. Should such capital become unavailable or available in insufficient amounts or unreasonable terms, our business, financial condition and cash flow may materially suffer.

Our business requires a significant amount of cash. If we do not generate sufficient amounts of capital to support our operations, service our debt and continue our research and development and customer finance programs, or if we cannot raise sufficient amounts of capital at the required times and on reasonable terms, our business is likely to be adversely affected. Access to funding may decrease or become more expensive as a result of our operational and financial condition, market conditions, including financial conditions in the Eurozone, or due to deterioration in our credit rating. There can be no assurance that additional sources of funds that we may need from time to time will be available on reasonable terms or at all. If we cannot access capital on a commercially viable basis, our business, financial condition and cash flow could materially suffer.

Impairment of goodwill or other intangible assets may negatively impact our financial condition and results of operations.

An impairment of goodwill or other intangible assets could adversely affect our financial condition or results of operations. We have a significant amount of goodwill and intangible assets; for example, patents, customer relations, trademarks and software.

Goodwill is the only intangible asset the company has recognized to have indefinite useful life. Other intangible assets are mainly amortized on a straight-line basis over their estimated useful lives, but for no more than ten years, and are reviewed for impairment whenever events such as product discontinuances, product dispositions or other changes in circumstances indicate that the carrying amount may not be wholly recoverable. Those not yet in use are tested for impairment annually.

Historically, we have recognized impairment charges related to intangible assets mainly due to restructuring. Additional impairment charges may be incurred in the future that could be significant due to various reasons, including restructuring actions or adverse market conditions that are either specific to us or the broader telecommunications industry or more general in nature and that could have an adverse effect on our operating results and financial condition.

Negative deviations in actual cash flows compared to estimated cash flows as well as new estimates that indicate lower future cash flows might result in recognition of impairment charges. Estimates require management judgment as well as the definition of cash-generating units for impairment testing purposes. Other judgments might result in significantly different results and may differ from the actual financial condition in the future.

Regulatory, Compliance and Corporate Governance Risk

Ericsson may fail or be unable to comply with laws or regulations and could experience penalties and adverse rulings in enforcement or other proceedings, which could have a material adverse impact on our business, financial condition and brand.

The industries in which we operate are subject to laws and regulations. While Ericsson strives for compliance, we cannot assure that violations do not occur. If we fail to or are unable to comply with applicable laws and regulations, we could experience penalties and adverse rulings in enforcement or other proceedings, which could have a material adverse effect on our business, financial condition and reputation.

Further our business may suffer as a result of changes in laws or regulations which could subject us to liability, increased costs, or reduced product demand and have a material adverse effect on our business, financial condition and brand.

Changes to these regulations may adversely affect both our customers’ and our own operations. For example, regulations imposing more stringent, time-consuming or costly planning and zoning requirements or building approvals for radio base stations and other network infrastructure could adversely affect the timing and costs of network construction or expansion, and ultimately the commercial launch and success of these networks. Similarly, tariff and roaming regulations or rules on network neutrality could also affect operators’ ability or willingness to invest in network infrastructure, which in turn could affect the sales of our systems and services. Additionally, delay in radio frequency spectrum allocation, and allocation between different types of usage may adversely affect operator spending or force us to develop new products to be able to compete.

Further, we develop many of our products and services based on existing regulations and technical standards. Changes to existing regulations and technical standards, or the implementation of new regulations and technical standards relating to products and services not previously regulated, could adversely affect our development efforts by increasing compliance costs and causing delay. Demand for those products and services could also decline. Regulatory changes in license fees, environmental, health and safety, privacy and other regulatory areas may increase costs and restrict our operations or the operations of network operators and service providers. Also indirect impacts of such changes and regulatory changes in other fields, such as pricing regulations, could have an adverse impact on our business even though the specific regulations may not apply directly to our products or us.

Our substantial international operations are subject to uncertainties which could affect our operating results.

We conduct business throughout the world and are subject to the effects of general global economic conditions as well as conditions unique to specific countries or regions. We have customers in more than 180 countries, with a significant proportion of our sales to emerging markets in the Asia Pacific region, Latin America, Eastern Europe, the Middle East and Africa.

Ericsson Annual Report on Form 20-F 2014

Our extensive operations are subject to numerous additional risks, including civil disturbances, economic and geopolitical instability and conflict, pandemics, the imposition of exchange controls, economies which are subject to significant fluctuations, nationalization of private assets or other governmental actions affecting the flow of goods and currency, and difficulty of enforcing agreements and collecting receivables through local legal systems. Further, in certain markets in which we operate, there is a risk of protectionist governmental measures implemented to assist domestic market participants at the expense of foreign competitors. The implementation of such measures could adversely affect our sales or our ability to purchase critical components.

We must always comply with relevant export control regulations and sanctions or other trade embargoes in force in all parts of the business process. The political situation in parts of the world, particularly in the Middle East, remains uncertain and the level of sanctions is still high. A universal element of these sanctions is the financial restrictions with respect to individuals and/or legal entities, but sanctions can also restrict certain exports and ultimately lead to a complete trade embargo towards a country. In particular, the sanctions towards Iran are still significant in scope, although in part temporarily and conditionally recently relieved. The EU exemption for certain standard telecom equipment is still maintained. Even so, there is a risk in many of these countries of unexpected changes in regulatory requirements, tariffs and other trade barriers, price or exchange controls, or other governmental policies which could limit our operations and decrease our profitability. Further export control regulations, sanctions or other forms of trade restrictions imposed on countries in which we are active may result in a reduction of commitment in those countries. The need to terminate activities as a result of further trade restrictions may also expose us to customer claims and other actions. Although we seek to comply with all such regulations, there can be no assurance that we are or will be compliant with all relevant regulations at all times. Such violations could have material adverse effects on our business, operating results, reputation and brand.

There has been a growing concern reported by media and others, that certain countries may use features of their telecommunications systems in violation of human rights. This may adversely affect the telecommunications business and may have a negative impact on our reputation and brand.

We may fail to comply with our corporate governance standards which could negatively affect our business, operating results, financial condition, reputation and our brand.

We are subject to corporate governance laws and regulations and are also committed to several corporate responsibility and sustainability initiatives. In some of the countries where we operate, corruption risks are high. In addition, there is higher focus on anti-corruption, for example with changed legislation in many countries. To ensure that our operations are conducted in accordance with applicable requirements, our management system includes a Code of Business Ethics, a Code of Conduct and a Sustainability Policy, as well as other policies and directives to govern our processes and operations. Our commitment to apply the UN Global Compact principles, the UN Guiding Principles for Business and Human Rights and principles of the Partnering Against Corruption Initiative to our operation cannot fully prevent unintended or unlawful use of our technology by democratic and non-democratic regimes, violation of our Code of Business Ethics, corruption or violations of our Code of Conduct in the supply chain. While we attempt to monitor and audit internal compliance with the policies and directives as well as our suppliers’ adherence to our Code of Conduct and strive for continuous improvements, we cannot provide any assurances that violations will not occur which could have material adverse effects on our business, operating results, reputation and brand.

Failure to comply with environmental, health and safety regulations in many jurisdictions may expose us to significant penalties and other sanctions.

We are subject to certain environmental, health and safety laws and regulations that affect our operations, facilities, products and services in each of the jurisdictions in which we operate. While we believe that we are in compliance with all material laws and regulations related to the environment, health, and safety that apply to us, we can provide no assurance that we have been, are, or will be compliant with these regulations. If we have failed or fail to comply with these regulations, we could be subject to significant penalties and other sanctions that could have a material adverse effect on our business, operating results, financial condition, reputation and brand. Additionally, there is a risk that we may have to incur expenditures to cover environmental and health liabilities to maintain compliance with current or future laws and regulations or to undertake any necessary remediation. It is difficult to reasonably estimate the future impact of environmental matters, such as climate change and weather events, including potential liabilities. This is due to several factors, particularly the length of time often involved in resolving such matters. Adverse future events, regulations, or judgments could have a material adverse effect on our business, operating results, financial condition, reputation and brand.

Potential health risks related to electromagnetic fields may subject us to various product liability claims and result in regulatory changes.

The mobile telecommunications industry is subject to claims that mobile handsets and other devices that generate electromagnetic fields expose users to health risks. At present, a substantial number of scientific studies conducted by various independent research bodies have indicated that electromagnetic fields, at levels within the limits prescribed by public health authority safety standards and recommendations, cause no adverse effects to human health. However, any perceived risk or new scientific findings of adverse health effects from mobile communication devices and equipment could adversely affect us through a reduction in sales or through liability claims. Although Ericsson’s products are designed to comply with all current safety standards and recommendations regarding applicable electromagnetic fields, we cannot guarantee that we will not become the subject of product liability claims or be held liable for such claims or be required to comply with future regulatory changes that may have an adverse effect on our business, operating results, financial condition, reputation and brand.

Ericsson Annual Report on Form 20-F 2014

Regulations related to “conflict minerals” may cause us to incur additional expenses, and may make our supply chain more complex.

In 2012, the US Securities and Exchange Commission (“SEC”) adopted a rule requiring disclosures of specified minerals ( “conflict minerals”) that are necessary to the functionality or production of products manufactured or contracted to be manufactured by companies that file periodic reports with the SEC, whether or not these products or their components are manufactured by third parties. While we believe that we will be able to fulfill these requirements without materially affecting our costs or access to materials we can provide no assurance that there will not be material costs associated with complying with the disclosure requirements. These requirements could adversely affect the sourcing, availability and pricing of minerals used in the manufacture of certain of our products. In addition, since our supply chain is complex, we may not be able to sufficiently verify the origins for these minerals contained in our products through the due diligence procedures that we implement, which may harm our reputation. We may also encounter challenges if customers require that all of the components of our products be certified as conflict-free.

Risks associated with owning Ericsson shares

Our share price has been and may continue to be volatile, especially as technology companies, securities and markets as a whole remain volatile.

Our share price has been volatile due to various factors, including our operating performance as well as the high volatility in the securities markets generally and volatility in telecommunications and technology companies’ securities in particular. Our share price is also likely to be affected by future developments in our market, our financial results and the expectations of financial analysts, as well as statements and market speculation regarding our prospects or the timing or content of any public communications, including reports of operating results, by us or our competitors. Factors other than our financial results that may affect our share price include, but are not limited to:

A weakening of our brand name or other circumstances with adverse effects on our reputation

Announcements by our customers, competitors or us regarding capital spending plans of our customers

Financial difficulties for our customers

Awards of large supply or service contracts

Speculation in the press or investment community about the business level or growth in the telecommunications market

Technical problems, in particular those relating to the introduction and viability of new network systems, including LTE/4G and new platforms such as the RBS 6000 (multi-standard radio base station) platform

Actual or expected results of ongoing or potential litigation

Announcements concerning bankruptcy or investigations into the accounting procedures of ourselves or other telecommunications companies

Our ability to forecast and communicate our future results in a manner consistent with investor expectations.

Currency fluctuations may adversely affect share value or value of dividends.

Because our shares are quoted in SEK on Nasdaq Stockholm (our primary stock exchange), but in USD on NASDAQ New York (ADSs), fluctuations in exchange rates between SEK and USD may affect the value of our shareholders’ investments. In addition, because we pay cash dividends in SEK, fluctuations in exchange rates may affect the value of distributions when converted into other currencies. An increasing part of the trade in our shares is carried out on alternative exchanges or markets, which may lead to less accurate share price information on Nasdaq Stockholm or NASDAQ New York.

Ericsson Annual Report on Form 20-F 2014

FORWARD-LOOKING STATEMENTS

This Annual Report includes forward-looking statements, including statements reflecting management’s current views relating to the growth of the market, future market conditions, future events and expected operational and financial performance. The words “believe,” “expect,” “foresee,” “anticipate,” “assume,” “intend,” “may,” “could,” “plan,” “estimate,” “forecast,” “will,” “should,” “predict,” “aim,” “ambition,” “target,” “might,” or, in each case, their negative, and similar words are intended to help identify forward-looking statements.

Forward-looking statements may be found throughout this document, and include statements regarding:

Our goals, strategies and operational or financial performance expectations

Development of corporate governance standards, stock market regulations and related legislation

The future characteristics of the markets in which we operate

Projections and other characterizations of future events

Our liquidity, capital resources, capital expenditures, our credit ratings and the development in the capital markets, affecting our industry or us

The expected demand for our existing as well as new products and services

The expected operational or financial performance of joint ventures and other strategic cooperation activities

The time until acquired entities will be accretive to income

Technology and industry trends including regulatory and standardization environment, competition and our customer structure

Our plans for new products and services including research and development expenditures.

Although we believe that the expectations reflected in these and other forward-looking statements are reasonable, we cannot assure you that these expectations will materialize. Because forward-looking statements are based on assumptions, judgments and estimates, and are subject to risks and uncertainties, actual results could differ materially from those described or implied herein.

Important factors that could affect whether and to what extent any of our forward-looking statements materialize include, but are not limited to:

Challenging global economic conditions may adversely impact the demand and pricing for our products and services as well as limit our ability to grow.

We may not be successful in implementing our strategy or in achieving improvements in our earnings.

The telecommunications industry fluctuates and is affected by many factors, including the economic environment, and decisions made by operators and other customers regarding their deployment of technology and their timing of purchases.

Sales volumes and gross margin levels are affected by the mix and ordertime of our products and services.

We may not be able to properly respond to market trends in the industries in which we operate, including the ongoing convergence of the telecom, data and media industries, which may harm our market position relative to our competitors.

Our business depends upon the continued growth of mobile communications and the acceptance of new services. If growth slows or new services do not succeed, operators’ investment in networks may slow or stop, harming our business and operating results.

We face intense competition from our existing competitors as well as new entrants, including IT companies entering the telecommunications market, and this could materially adversely affect our results.

Vendor consolidation may lead to stronger competitors who are able to benefit from integration, scale and greater resources.

A significant portion of our revenue is currently generated from a limited number of key customers, and operator consolidation may increase our dependence on key customers.

Certain long-term agreements with customers still include commitments to future price reductions, requiring us to constantly manage and control our cost base.

Growth of our managed services business is difficult to predict, and requires taking significant contractual risks.

We depend upon the development of new products and enhancements to our existing products, and the success of our substantial research and development investments is uncertain.

We engage in acquisitions and divestments which may be disruptive and require us to incur significant expenses.

We are in, and may enter into new JV arrangements and have, and may have new, partnerships which may not be successful and expose us to future costs.

We rely on a limited number of suppliers of components, production capacity and R&D and IT services, which exposes us to supply disruptions and cost increases.

Product or service quality issues could lead to reduced revenue and gross margins and declining sales to existing and new customers.

Due to having a significant portion of our costs in SEK and revenues in other currencies, our business is exposed to foreign exchange fluctuations that could negatively impact our revenues and operating results.

Our ability to benefit from intellectual property rights (IPR) which are critical to our business may be limited by changes in regulation limiting patents, inability to prevent infringement, the loss of licenses from third parties, infringement claims brought against us by competitors and others and changes in the area of open standards, especially in light of recent attention on licensing of open standard patents.

We are involved in lawsuits and investigations which, if deter- mined against us, could require us to pay substantial damages, fines and/or penalties.

Our operations are complex and several critical operations are centralized in a single location. Any disruption of our operations, whether due to natural or man-made events, may be highly damaging to the operation of our business.

Cyber security incidents affecting our business may have a material adverse effect on our business, financial condition, reputation and brand.

Ericsson Annual Report on Form 20-F 2014

We must continue to attract and retain highly qualified employees to remain competitive.

If our customers’ financial conditions decline, we will be exposed to increased credit and commercial risks.

We rely on various capital sources for short-term and long-term capital for the funding of our business. Should such capital become unavailable or available in insufficient amounts or unreasonable terms, our business, financial condition and cashflow may materially suffer.

Impairment of goodwill or other intangible assets may negatively impact financial condition and results of operations.

Ericsson may fail or be unable to comply with laws or regulations and could experience penalties and adverse rulings in enforcement or other proceedings, which could have a material adverse impact on our business, financial condition and brand.

Our substantial international operations are subject to uncertainties which could affect our operating results.

We may fail to comply with our corporate governance standards which could negatively affect our business, operating results, financial condition, reputation and our brand.

Failure to comply with environmental, health and safety regulations in many jurisdictions may expose us to significant penalties and other sanctions.

Potential health risks related to electromagnetic fields may subject us to various product liability claims and result in regulatory changes.

Regulations related to “conflict minerals” may cause us to incur additional expenses, and may make our supply chain more complex.

Our share price has been and may continue to be volatile, especially as technology companies, securities and markets as a whole remain volatile.

Currency fluctuations may adversely affect share value or value of dividends.

Certain of these risks and uncertainties are described further in “Risk factors.” We undertake no obligation to publicly update or revise any forward-looking statements included in this Annual Report, whether as a result of new information, future events or otherwise, except as required by applicable law or stock exchange regulation.

Ericsson Annual Report on Form 20-F 2014

CORPORATE GOVERNANCE REPORT 2014

Corporate governance describes how rights and responsibilities are distributed among corporate bodies according to applicable laws, rules and internal processes. Corporate governance also defines the decision-making systems and structure through which owners directly or indirectly control a company.

“Ericsson’s core values “professionalism, respect and perseverance”, together with Ericsson’s continuous corporate governance focus, have an important role in creating and maintaining a robust corporate culture globally where business is conducted with integrity. I am confident that such robust corporate culture is a key factor for a global organization to maintain competitive and sustainable business operations worldwide.

Important tasks of the Board of Directors are to support and develop talent management, to give Group management clear governance frameworks and mandates, and to set the Group strategy. As Chairman of the Board, I know that the Board needs to have considerable insight in the business activities of Ericsson and in the markets in which Ericsson operates, to provide support to management and add value, while also exercising due control of the business operations. Therefore, I strive to enable an open and meaningful dialogue between the Board and the Group management.

This Corporate Governance Report 2014 aims to describe how Ericsson continuously works with these matters and how we focus on establishing efficient and reliable controls and procedures. I believe that Ericsson’s continuous corporate governance focus and work to create a robust corporate culture build trust, and in turn, generate value for our investors.”

Leif Johansson

Chairman of the Board of Directors

This Corporate Governance Report is rendered as a separate report added to the Annual Report in accordance with the Annual Accounts Act ((SFS 1995:1554) Chapter 6, Sections 6 and 8) and the Swedish Corporate Governance Code.

The report has been reviewed by Ericsson’s auditor in accordance with the Annual Accounts Act. A report from the auditor is appended hereto.

Ericsson’s core values

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Ericsson Annual Report on Form 20-F 2014

Regulation and compliance

External rules

As a Swedish public limited liability company with securities quoted on Nasdaq Stockholm as well as on NASDAQ New York, Ericsson is subject to a variety of rules that affect its governance. Major external rules include:

The Swedish Companies Act

The Rule Book for issuers of Nasdaq Stockholm

The Swedish Corporate Governance Code (the “Code”)

NASDAQ Stock Market Rules, including applicable NASDAQ New York corporate governance requirements (subject to certain exemptions principally reflecting mandatory Swedish legal requirements)

Applicable requirements of the US Securities and Exchange Commission (the “SEC”)

Internal rules

In addition, to ensure compliance with legal and regulatory requirements and the high standards that we set for ourselves, Ericsson has adopted internal rules that include:

A Code of Business Ethics

Group Steering Documents, including Group policies and directives, instructions and business processes for approval, control and risk management

A Code of Conduct, to be applied in product development, production, supply and support of Ericsson products and services worldwide.

The articles of association and the work procedure for the Board of Directors also include internal corporate governance rules.

Code of Business Ethics

Ericsson’s Code of Business Ethics summarizes fundamental Group policies and directives and contains rules to ensure that business is conducted with a strong sense of integrity. This is critical to maintain trust and credibility with Ericsson’s customers, partners, employees, shareholders and other stakeholders.

The Code of Business Ethics contains rules for all individuals performing work for Ericsson, under the staff management of Ericsson or in Ericsson premises, whether as an employee of Ericsson or a subcontractor, or as a private contractor. The Code of Business Ethics has been translated into 30 languages. This ensures that it is accessible to everyone working for Ericsson. During recruitment, employees acknowledge that they are aware of the principles of the Code of Business Ethics. This procedure is repeated during the term of employment. Through this process, Ericsson strives to raise awareness throughout its global operations.

Everyone working for Ericsson has an individual responsibility to ensure that business practices adhere to the Code of Business Ethics.

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Compliance with regulations

Compliance with the Swedish Corporate Governance Code

The Code is based on the principle of “comply or explain” and is published on the website of the Swedish Corporate Governance Board, which administrates the Code: www.corporategovernanceboard.se. Ericsson is committed to complying with best-practice corporate governance on a global level wherever possible. This includes continued compliance with the Code. Ericsson does not report any deviations from the rules of the Code in 2014.

Compliance with applicable stock exchange rules

There has been no infringement of applicable stock exchange rules and no breach of good practice on the securities market reported by the stock exchange’s disciplinary committee or the Swedish Securities Council in 2014.

Ericsson Annual Report on Form 20-F 2014

Governance structure

Shareholders may exercise their decision-making rights in Telefonaktiebolaget LM Ericsson (the “Parent Company”) at General Meetings of shareholders.

A Nomination Committee is appointed each year by the major shareholders in accordance with the Instruction for the Nomination Committee adopted by the Annual General Meeting of shareholders. The tasks of the Nomination Committee include the proposal of an external auditor and Board members for election by the Annual General Meeting of shareholders and proposals of Board member and auditor remuneration.

In addition to the Board members elected by shareholders, the Board of Directors consists of employee representatives and their deputies, which the unions have the right to appoint under Swedish law. The Board of Directors is ultimately responsible for the strategy and the organization of Ericsson and the management of its operations.

The President and CEO, appointed by the Board of Directors, is responsible for handling the day-to-day management of Ericsson in accordance with guidelines from the Board. The President and CEO is supported by the Executive Leadership Team (ELT).

The external auditor of Ericsson is elected by the General Meeting of shareholders.

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Shareholders

Ownership structure

As of December 31, 2014, the Parent Company had 482,025 registered shareholders, of which 470,016 were resident or located in Sweden (according to the share register kept by Euroclear Sweden AB). Swedish institutions held approximately 54.65% of the votes. The largest shareholders as of December 31, 2014 were Investor AB, with 21.50% of the votes, and AB Industrivärden, with 20.05% of the votes (together with Svenska Handelsbankens Pensionsstiftelse and Pensionskassan SHB Försäkringsförening).

A significant number of the shares held by foreign investors are nominee-registered, i.e. held of-record by banks, brokers and/or nominees. This means that the actual shareholder is not displayed in the share register or included in the shareholding statistics.

More information on Ericsson’s shareholders can be found in the chapter “Share Information” in the Annual Report.

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Shares and voting rights

The share capital of the Parent Company consists of two classes of listed shares: A and B shares. Each Class A share carries one vote and each Class B share carries one tenth of one vote. Class A and B shares entitle the holder to the same proportion of assets and earnings and carry equal rights to dividends.

The Parent Company may also issue Class C shares, which shares are used to create treasury stock to finance and hedge long-term variable compensation programs resolved by the General Meeting of shareholders. Class C shares are converted into Class B shares before they are used for long-term variable compensation programs.

In the United States, the Ericsson Class B shares are listed on NASDAQ New York in the form of American Depositary Shares (ADS) evidenced by American Depositary Receipts (ADR). Each ADS represents one Class B share.

The members of the Board of Directors and the Executive Leadership Team have the same voting rights on shares as other shareholders holding the same class of shares.

Ericsson Annual Report on Form 20-F 2014

General Meetings of shareholders

Decision-making at General Meetings

The decision-making rights of Ericsson’s shareholders are exercised at General Meetings of shareholders. Most resolutions at General Meetings are passed by a simple majority. However, the Swedish Companies Act requires qualified majorities in certain cases, for example in case of:

Amendment of the Articles of Association

Resolution to transfer treasury stock to employees participating in long-term variable compensation programs.

The Annual General Meeting of shareholders

The Annual General Meeting of shareholders (AGM) is held in Stockholm. The date and venue for the meeting are announced on the Ericsson website no later than at the time of release of the third-quarter interim financial report in the preceding year.

Shareholders who cannot participate in person may be represented by proxy. Only shareholders registered in the share register have voting rights. Nominee-registered shareholders who wish to vote must request to be entered into the share register by the record date for the AGM.

The AGM is held in Swedish and is simultaneously translated into English. All documentation provided by the Company is available in both Swedish and English.

The AGM gives shareholders the opportunity to raise questions relating to the operations of the Group. Normally, the majority of the members of the Board of Directors and the Executive Leadership Team is present to answer such questions.

The external auditor is always present at the AGM.

Ericsson’s Annual General Meeting 2014

Including shareholders represented by proxy, 2,930 shareholders were represented at the AGM held on April 11, 2014, making up almost 70% of the votes.

The meeting was also attended by members of the Board of Directors, members of the Executive Leadership Team (ELT) and the external auditor.

Decisions of the AGM 2014 included:

Payment of a dividend of SEK 3 per share

Re-election of Leif Johansson as Chairman of the Board of Directors

Re-election of members of the Board of Directors: Roxanne S. Austin, Sir Peter L. Bonfield, Nora Denzel, Börje Ekholm, Alexander Izosimov, Ulf J. Johansson, Sverker Martin-Löf, Kristin Skogen Lund, Hans Vestberg, Jacob Wallenberg and Pär Östberg

Board of Directors’ fees:

Chairman: SEK 3,975,000 (previously SEK 3,850,000)

Other non-employee Board members: SEK 950,000 each (previously SEK 900,000)

Chairman of the Audit Committee: SEK 350,000 (unchanged)

Other non-employee members of the Audit Committee: SEK 250,000 each (unchanged)

Chairmen of the Finance and Remuneration Committees: SEK 200,000 each (unchanged)

Other non-employee members of the Finance and Remuneration Committees: SEK 175,000 each (unchanged)

Approval for part of the Directors’ fees to be paid in the form of synthetic shares

Approval of Guidelines for remuneration to Group management

Implementation of a Long-Term Variable Compensation Program 2014.

The minutes from the AGM 2014 are available on Ericsson’s website.

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Contact the Board of Directors

The Board of Directors Secretariat

SE-164 83 Stockholm

Sweden

boardsecretariat@ericsson.com

Annual General Meeting 2015

Ericsson’s AGM 2015 will take place on April 14, 2015 at Stockholm Waterfront Congress Centre in Stockholm. Further information is available on Ericsson’s website.

Ericsson Annual Report on Form 20-F 2014

Nomination Committee

The Annual General Meeting of shareholders has adopted an Instruction for the Nomination Committee that includes the tasks of the Nomination Committee and the procedure for appointing its members. The instruction applies until the General Meeting of shareholders resolves otherwise. Under the instruction, the Nomination Committee shall consist of:

Representatives of the four largest shareholders by voting power by the end of the month in which the AGM was held, and

The Chairman of the Board of Directors.

The Committee may also include additional members following a request by a shareholder. The request must be justified by changes in the shareholder’s ownership of shares and be received by the Nomination Committee no later than December 31. No fees are paid to the members of the Nomination Committee.

Members of the Nomination Committee

The current Nomination Committee members are:

Petra Hedengran (Investor AB), Chairman of the Nomination Committee

Carl-Olof By (AB Industrivärden, Svenska Handelsbankens Pensionsstiftelse)

Johan Held (AFA Försäkring)

Leif Johansson, Chairman of the Board of Directors

Marianne Nilsson (Swedbank Robur Fonder).

The tasks of the Nomination Committee

The main task of the Committee is to propose Board members for election by the AGM. The Committee must orient itself on the Company’s strategy and future challenges to be able to assess the competence and experience that is required by the Board. In addition, the Committee must consider independence rules applicable to the Board of Directors and its committees.

The Nomination Committee also makes the following proposals, for resolution by the AGM:

Proposal for remuneration to non-employee Directors elected by the AGM and remuneration to the auditor

Proposal for election of auditor, whereby candidates are selected in cooperation with the Audit Committee of the Board

Proposal for election of Chairman at the AGM.

Work of the Nomination Committee for the AGM 2015

The Nomination Committee started its work by going through a checklist of its duties under the Code and the Instruction for the Nomination Committee and by setting a time plan for its work ahead. A good understanding of Ericsson’s business and strategy is important for the members of the Nomination Committee. Therefore, the Committee met with Ericsson’s President and CEO who, together with the Chairman of the Board, presented their views on the Company’s position and strategy.

The Committee was thoroughly informed of the results of the evaluation of the Board work and procedures, including the performance of the Chairman of the Board. On this basis, the Committee has assessed the competence and experience required by Ericsson Board members as well as the need for improvement of the composition of the Board in terms of diversity in age, gender and cultural/geographic background. The Nomination Committee has met with members of the Board of Directors to get their views on the Board work.

The Nomination Committee searches for potential Board member candidates both with a long-term and a short-term perspective. This year, the Committee has made particular efforts to identify potential female candidates that would bring relevant expertise and competence to the Board, while also improving the gender balance. The Nomination Committee considered the need for renewal and diversity and carefully assessed whether the proposed Directors have the capability to devote necessary time and care to the Board work.

The Committee met with the Chairman of the Audit Committee to acquaint itself with the assessments made by the Company and the Audit Committee of the quality and efficiency of external auditor work. The Audit Committee also provided its recommendations on external auditor and audit fees.

As of February 20, 2015 the current Nomination Committee has held eight meetings.

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Contact the Nomination Committee

Telefonaktiebolaget LM Ericsson

The Nomination Committee

c/o General Counsel’s Office

SE-164 83 Stockholm

Sweden

nomination.committee@ericsson.com

LOGO

Proposals to the Nomination Committee

Shareholders may submit propos-als to the Nomination Committee at any time, but should do so in due time before the AGM to ensure that the proposals can be considered by the Committee. Further information is available on Ericsson’s website.

Ericsson Annual Report on Form 20-F 2014

Board of Directors

The Board of Directors is ultimately responsible for the organization of Ericsson and the management of Ericsson’s operations. The Board appoints the President and CEO who is responsible for managing the day-to-day operations in accordance with guidelines from the Board. The President and CEO ensures that the Board is updated regularly on issues of importance to Ericsson. This includes updates on business development, results, financial position and liquidity.

Directors serve from the close of one AGM to the close of the next, but can serve any number of consecutive terms.

The President and CEO may be elected a Director of the Board, but, under the Swedish Companies Act, the President of a public company may not be elected Chairman of the Board.

Conflicts of interest

Ericsson maintains rules and regulations regarding conflicts of interest. Directors are disqualified from participating in any decision regarding agreements between themselves and Ericsson. The same applies to agreements between Ericsson and any third party or legal entity in which the Board member has an interest that may be contrary to the interests of Ericsson.

The Audit Committee has implemented a procedure for related-party transactions and a pre-approval process for non-audit services carried out by the external auditor.

Composition of the Board of Directors

The current Board of Directors consists of 12 Directors elected by the shareholders at the AGM 2014 for the period until the close of the AGM 2015. It also consists of three employee representatives, each with a deputy, appointed by the trade unions for the same period of time. The President and CEO, Hans Vestberg, is the only Board member who was also a member of Ericsson’s management during 2014.

Work procedure

Pursuant to the Swedish Companies Act, the Board of Directors has adopted a work procedure and Committee charters outlining rules for the distribution of tasks among the Board, its Committees and the President and CEO. This complements rules in the Swedish Companies Act and in the Articles of Association of the Company. The work procedure and the Committee charters are reviewed, evaluated and adopted by the Board as required and at least once a year.

Independence

The Board of Directors and its Committees are subject to a variety of independence rules under applicable Swedish law, the Code and applicable US securities laws, SEC rules and the NASDAQ Stock Market Rules. Ericsson can rely on exemptions from certain US requirements.

The composition of the Board of Directors meets all applicable independence criteria. The Nomination Committee concluded before the AGM 2014 that, for purposes of the Code, at least seven of the nominated Directors were independent of Ericsson, its senior management and its major shareholders. These were Roxanne S. Austin, Sir Peter L. Bonfield, Nora Denzel, Alexander Izosimov, Leif Johansson, Ulf J. Johansson and Kristin Skogen Lund.

Structure of the work of the Board of Directors

The work of the Board follows a yearly cycle. This enables the Board to appropriately address each of its duties and to keep strategy, risk assessment and value creation high on the agenda. In addition to Board meetings, the annual work cycle of the Board includes two Board Strategic Days held in connection with Board meetings. The Board Strategic Days are described below under Training and Board Strategic Days.

As the Board is responsible for financial oversight, financial information is presented and evaluated at each Board meeting. Furthermore, the Chairmen of each Committee, generally report on Committee work at each Board meeting and minutes from Committee meetings are distributed to all Directors prior to the Board meetings.

At every Board meeting, the President and CEO reports on business and market developments as well as on the financial performance of the Group. Strategic issues and risks are also addressed at most Board meetings. The Board is regularly informed of developments in legal and regulatory matters of importance.

Ericsson Annual Report on Form 20-F 2014

The 2014 annual work cycle of the Board:

Fourth-quarter and full-year financial results meeting

Following the end of the calendar year, the Board held a meeting which focused on the financial results of the entire year 2013 and handled the fourth-quarter financial report.

Board Strategic Day

A Board Strategic Day, focusing on deepening Board member knowledge of matters of strategic importance for Ericsson, was held in connection with a Board meeting in the spring.

Annual Report meeting

At this meeting the Board approved the Annual Report 2013.

Statutory Board meeting

The statutory Board meeting was held in connection with the AGM 2014. At this meeting, members of each of the three Board Committees were appointed and the Board resolved on signatory power.

First interim report meeting

At the next ordinary meeting, the Board handled the interim financial report for the first quarter of the year.

Main strategy meeting

Various strategic issues are addressed at most Board meetings and, in accordance with the annual cycle for the strategy process, a main strategy Board meeting was held, in essence dedicated to short- and long-term strategies of the Group. Following the Board’s input on, and approval of, the overall strategy, the strategy was cascaded throughout the entire organization, starting at the Global Leadership Summit with Ericsson’s top 250 leaders.

Second interim report meeting

At the second interim report meeting, the Board handled the interim financial report for the second quarter of the year.

Follow-up strategy and risk management meeting

Following the summer, a meeting was held to address particular strategy matters in further detail and to finally confirm the Group strategy. The meeting also addressed the overall risk management of the Group.

Board Strategic Day

A Board Strategic Day, focusing on deepening Board member knowledge of matters of strategic importance for Ericsson, was held in connection with a Board meeting in the fall.

Third interim report meeting

A Board meeting was held to handle the interim financial report for the third quarter of the year. At this meeting, the results of the Board evaluation were presented to and discussed by the Board.

Budget and financial outlook meeting

A meeting was held for the Board to address the budget and financial outlook as well as to further analyze internal and external risks.

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Ericsson Annual Report on Form 20-F 2014

Training and Board Strategic Days

All new Directors receive comprehensive training tailored to their individual needs. Introductory training typically includes meetings with the heads of the business units and Group functions, as well as training arranged by Nasdaq Stockholm on listing issues and insider rules. In addition, the company arranges training for Board members at regular intervals.

Since 2013, bi-annual Board Strategic Days are arranged for Board members in conjunction with ordinary Board meetings, and these Board Strategic Days normally span one full day each. The Board Strategic Days focus on combining strategy issues with making deep dives into issues of importance for the Ericsson Group. The purpose of the Board Strategic Days is to ensure that members of the Board have knowledge and understanding of the business activities of the Group, the business environment and the Group’s strategic options and challenges. Directors’ knowledge in these fields is crucial to allow well-founded Board resolutions, and to ensure that the Company takes due advantage of the different competences of the Directors. The Board Strategic Days also form an important platform for contacts between Directors and talent from different parts of Ericsson’s organization where the Board gets the opportunity to meet Ericsson employees and leaders. Such contacts and meetings are highly valued by the Board as part of the Board’s involvement in Ericsson’s talent management.

As a rule, the Board Strategic Days also include sustainability and corporate responsibility training for the Board members.

Auditor involvement

The Board meets with Ericsson’s external auditor in closed sessions at least once a year to receive and consider the auditor’s observations. The auditor reports to management on the accounting and financial reporting practices of the Group.

The Audit Committee also meets regularly with the auditor to receive and consider observations on the interim reports and the Annual Report. The auditor has been instructed to report on whether the accounts, the management of funds and the general financial position of the Group are presented fairly in all material respects.

In addition, the Board reviews and assesses the process for financial reporting, as described later in “Internal control over financial reporting 2014”. Combined with other steps taken internally, the Board’s and the auditor’s review of the interim and annual reports are deemed to give reasonable assurance of the effectiveness of the internal controls over financial reporting.

Work of the Board of Directors in 2014

In 2014, nine Board meetings were held. For attendance at Board meetings, see the table on page 116.

Strategy and risk management are always high on the Board’s agenda and, during 2014, these matters got even more focus through the bi-annual Board Strategic Days instituted in 2013. The Board Chairman has also had several meetings with different Ericsson talents to further develop Ericsson’s talent management and learn from the organization.

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Ericsson Annual Report on Form 20-F 2014

Sustainability and corporate responsibility are increasingly important to Ericsson and the Company continuously strives to improve in these areas. Sustainability and corporate responsibility are integrated into Ericsson’s business strategy.

Due to the political unrest in various parts of the world, the Board has continuously monitored the international developments and their possible impact on Ericsson.

During 2014, profitability, cost reductions and efficiency gains have been a focus within Ericsson. Further, the evaluation of the future of Ericsson’s modems business was completed and it was resolved to discontinue the development of modems. The Board also addressed a number of acquisitions, including the acquisitions of Azuki Systems Inc., Fabrix Systems and Metra-Tech Corporation and the acquisition of the business of Ambient Corporation and a majority stake in Apcera, Inc.

Board work evaluation

A key objective of the Board evaluation is to ensure that the Board work is functioning well. This includes gaining an understanding of the issues that the Board thinks warrant greater focus, as well as determining areas where additional competence is needed within the Board and whether the Board composition is appropriate. The evaluation also serves as guidance for the work of the Nomination Committee.

Each year, the Chairman of the Board initiates and leads the evaluation of the Board and Committee work and procedures. Evaluation tools include detailed questionnaires and discussions. The services of an external corporate advisory firm have been retained by the Company to assist in developing questionnaires, carrying out surveys and summarizing responses.

In 2014, all Directors responded to written questionnaires, covering the Director’s individual performance, Board work in general, Committee work and the Chairman’s performance. The Chairman was not involved in the development or compilation of the questionnaire which related to his performance, nor was he present when his performance was evaluated. As part of the evaluation process, the Chairman of the Board also had individual discussions with each of the Directors. The evaluations were thoroughly discussed and an action plan was developed in order to further improve the work of the Board.

Committees of the Board of Directors

The Board of Directors has established three Committees: the Audit Committee, the Finance Committee and the Remuneration Committee. Members of each Committee are appointed for one year from amongst the Board members.

The task of the Committees is mainly to prepare matters for resolution by the Board. However, the Board has authorized each Committee to determine and handle certain issues in limited areas. It may also on occasion provide extended authorization for the Committees to determine specific matters.

If deemed appropriate, the Board of Directors and each Committee have the right to engage independent external expertise, either in general or with respect to specific matters.

Prior to the Board meetings, each Committee submits the minutes from Committee meetings to the Board. The Chairman of the Committee also reports on the Committee work at each Board meeting.

Audit Committee

On behalf of the Board, the Audit Committee monitors the following:

The scope and accuracy of the financial statements

Compliance with legal and regulatory requirements

Internal control over financial reporting

Risk management

The effectiveness and appropriateness of the Group’s anti-corruption program.

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Ericsson Annual Report on Form 20-F 2014

The Audit Committee also reviews the annual and interim financial reports and oversees the external audit process, including audit fees.

The Audit Committee itself does not perform audit work. Ericsson has an internal audit function which reports directly to the Audit Committee. Ericsson also has an external auditor elected by the AGM.

The Committee is involved in the preparatory work of proposing an auditor for election by the AGM. It also monitors Group transactions and the ongoing performance and independence of the auditor with the aim to avoid conflicts of interest.

In order to ensure the auditor’s independence, the Audit Committee has established pre-approval policies and procedures for non-audit related services to be performed by the external auditor. Pre-approval authority may not be delegated to management.

The Audit Committee also oversees Ericsson’s process for reviewing transactions with related parties and Ericsson’s whistleblower procedures.

Whistleblower procedure

Ericsson’s whistleblower procedure can be used for reporting of alleged violations of laws or the Code of Business Ethics that:

are conducted by Group or local management, and

relate to corruption, questionable accounting or auditing matters or otherwise seriously affect vital interests of the Group or personal health and safety.

Violations reported through the whistleblower procedures are handled by Ericsson’s Group Compliance Forum, consisting of representatives from Ericsson’s internal audit function, Group Function Legal Affairs, Group Security, and Group Function Human Resources. Information regarding any incident is reported to the Audit Committee. Reports include measures taken, details of the responsible Group function and the status of any investigation.

Members of the Audit Committee

The Audit Committee consists of four Board members appointed by the Board. The Audit Committee members appointed by the Board in connection with the AGM 2014 are: Ulf J. Johansson (Chairman of the Committee), Sir Peter L. Bonfield, Kristina Davidsson and Pär Östberg.

The composition of the Audit Committee meets all applicable independence requirements. The Board of Directors has determined that each of Ulf J. Johansson, Sir Peter L. Bonfield and Pär Östberg is an audit committee financial expert, as defined under the SEC rules. Each of them is considered independent under applicable US securities laws, SEC rules and NASDAQ Stock Market Rules and each of them is financially literate and familiar with the accounting practices of an international company, such as Ericsson.

Work of the Audit Committee in 2014

The Audit Committee held six meetings in 2014. Directors’ attendance is reflected in the table on page 116. During the year, the Audit Committee reviewed the scope and results of external financial audits and the independence of the external auditor. It also monitored the external audit fees and approved non-audit services performed by the external auditor in accordance with the Committee’s pre-approval policies and procedures.

The Committee approved the annual audit plan for the internal audit function and reviewed its reports. Prior to publishing it, the Committee also reviewed and discussed each interim report and the annual report with the external auditor.

The Committee monitored the continued compliance with the Sarbanes-Oxley Act as well as the internal control and risk management process. It also reviewed certain related-party transactions in accordance with its established process.

The Committee reviewed and evaluated the effectiveness and appropriateness of the Group’s anti-corruption program.

Finance Committee

The Finance Committee is primarily responsible for:

Handling matters related to acquisitions and divestments

Handling capital contributions to companies inside and outside the Ericsson Group

Raising loans, issuing guarantees and similar undertakings, and approving financial support to customers and suppliers

Continuously monitoring the Group’s financial risk exposure.

The Finance Committee is authorized to determine matters such as:

Direct or indirect financing

Provision of credits

Granting of guarantees and similar undertakings

Certain investments, divestments and financial commitments.

Members of the Finance Committee

The Finance Committee consists of four Board members appointed by the Board. The Finance Committee members appointed by the Board in connection with the AGM 2014 are: Leif Johansson (Chairman of the Committee), Pehr Claesson, Sverker Martin-Löf and Jacob Wallenberg.

Ericsson Annual Report on Form 20-F 2014

Work of the Finance Committee in 2014

The Finance Committee held six meetings in 2014. Directors’ attendance is reflected in the table on page 116. During the year, the Finance Committee approved numerous customer finance credit arrangements and reviewed a number of potential mergers and acquisitions and real estate investments. The Finance Committee spent significant time discussing and securing an adequate capital structure, as well as examining cash flow and working capital performance. It also continuously monitored Ericsson’s financial position, foreign exchange and credit exposures.

Remuneration Committee

The Remuneration Committee’s main responsibilities include:

Reviewing and preparing for resolution by the Board, proposals on salary and other remuneration, including retirement compensation, for the President and CEO.

Reviewing and preparing for resolution by the Board, proposals to the AGM on guidelines for remuneration to the ELT.

Approving proposals on salary and other remuneration, including retirement compensation, for the Executive Vice Presidents and other CEO direct reports.

Reviewing and preparing for resolution by the Board, proposals to the AGM on the Long-Term Variable Compensation Program and similar equity arrangements.

In its work, the Remuneration Committee considers trends in remuneration, legislative changes, disclosure rules and the general global executive remuneration environment. The Committee reviews salary survey data before approving any salary adjustment for CEO direct reports and before preparing salary adjustments for the President and CEO for resolution by the Board.

Members of the Remuneration Committee

The Remuneration Committee consists of four Board members appointed by the Board. The Remuneration Committee members appointed by the Board in connection with the AGM 2014 are: Leif Johansson (Chairman of the Committee), Börje Ekholm, Roxanne S. Austin and Karin Åberg.

An independent expert advisor, Piia Pilv, has been appointed by the Remuneration Committee to advise and assist the Committee.

Work of the Remuneration Committee in 2014

The Remuneration Committee held six meetings in 2014. Directors’ attendance is reflected in the table on page 116.

The Committee reviewed and prepared a proposal for the LTV 2014 for resolution by the Board and further approval by the AGM 2014. The Committee further resolved on salaries and Short-Term Variable remuneration (STV) for 2014 for certain CEO direct reports and prepared proposals regarding remuneration to the President and CEO, for resolution by the Board. The Committee also prepared guidelines for remuneration to the ELT, for resolution by the Board, which were subsequently referred by the Board to the AGM for approval.

The Remuneration Committee additionally concluded its analysis of the current LTV structure and executive remuneration. The resulting proposals on LTV and guidelines for remuneration to the ELT will be referred to the AGM 2015 for resolution.

For further information on fixed and variable remuneration, please see Notes to the consolidated financial statements – Note C28 “Information regarding members of the Board of Directors, the Group management and employees” and the “Remuneration Report” included in the Annual Report.

Ericsson Annual Report on Form 20-F 2014

Directors’ attendance and fees 2014

   Fees resolved by the
AGM 2014
   Number of Board/Committee
meetings attended in 2014
 

Board member

  Board
fees, SEK 1)
  Committee
fees, SEK
   Board   Audit
Committee
   Finance
Committee
   Remuneration
Committee
 

Leif Johansson

   3,975,000    400,000     9       6     6  

Sverker Martin-Löf

   950,000    175,000     9       5    

Jacob Wallenberg

   950,000    175,000     9       6    

Roxanne S. Austin

   950,000    175,000     9         5  

Sir Peter L. Bonfield

   950,000    250,000     9     6      

Nora Denzel

   950,000    —       9        

Börje Ekholm

   950,000    175,000     9         6  

Alexander Izosimov

   950,000    —       9        

Ulf J. Johansson

   950,000    350,000     9     6      

Kristin Skogen Lund

   950,000    —       9        

Hans Vestberg

   —      —       9        

Pär Östberg

   950,000    250,000     9     6      

Pehr Claesson

   13,5002)   —       9       6    

Kristina Davidsson

   13,5002)   —       9     6      

Karin Åberg

   13,5002)   —       9         6  

Rickard Fredriksson

   13,5002)   —       9        

Karin Lennartsson

   12,0002)   —       8        

Roger Svensson

   10,5002)   —       7        
     

 

 

   

 

 

   

 

 

   

 

 

 

Total number of meetings

      9     6     6     6  
     

 

 

   

 

 

   

 

 

   

 

 

 

1)Non-employee Directors can choose to receive part of their Board fee (exclusive of Committee fees) in the form of synthetic shares.
2)Employee representative Board members and their deputies are not entitled to a Board fee but compensation in the amount of SEK 1,500 per attended Board meeting.

Remuneration to Board members

Remuneration to Board members not employed by the Company is proposed by the Nomination Committee for resolution by the AGM.

The AGM 2014 approved the Nomination Committee’s proposal for fees to the non-employee Board members for Board and Committee work. For further information on Board of Directors’ fees 2014, please refer to Notes to the consolidated financial statements—Note C28 “Information regarding members of the Board of Directors, the Group management and employees” in the Annual Report.

The AGM 2014 also approved the Nomination Committee’s proposal that Board members may be paid part of their Board fee in the form of synthetic shares.

A synthetic share gives the right to receive a future cash payment of an amount which corresponds to the market value of a Class B share in Ericsson at the time of payment. The Director’s right to receive payment with regard to allocated synthetic shares occurs, as a main rule, after the publication of the Company’s year-end financial statement during the fifth year following the General Meeting that resolved on the allocation of the synthetic shares. The purpose of paying part of the Board of Directors’ fee in the form of synthetic shares is to further align the Directors’ interests with shareholder interests. For more information on the terms and conditions of the synthetic shares, please refer to the notice convening the AGM 2014 and to the minutes from the AGM 2014, which are available at Ericsson’s website.

Ericsson Annual Report on Form 20-F 2014

Members of the Board of Directors

Board members elected by the AGM 2014

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Leif Johansson (first elected 2011)

Chairman of the Board of Directors, Chairman of the Remuneration Committee and of the Finance Committee

Born 1951. Master of Science in Engineering, Chalmers University of Technology, Gothenburg, Sweden.

Board Chairman: Astra Zeneca PLC.

Board Member: Svenska Cellulosa Aktiebolaget SCA and Ecolean AB.

Holdings in Ericsson: 41,933 Class B shares1), and 12,000 Class B shares held via endowment insurance3).

Principal work experience and other information: Member of the European Round Table of Industrialists since 2002, and served as Chairman 2009–2014. President of the Royal Swedish Academy of Engineering Sciences since 2012. Chairman of the International Advisory Board of the Nobel Foundation. President and CEO of AB Volvo 1997–2011. Executive Vice President of AB Electrolux 1988–1991, President 1991–1994 and President and CEO of AB Electrolux 1994–1997. Holds honorary Doctorates at Blekinge Institute of Technology, the University of Gothenburg and Chalmers University of Technology. Awarded the Large Gold Medal of the Royal Swedish Academy of Engineering Sciences in 2011.

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Sverker Martin-Löf (first elected 1993)

Deputy Chairman of the Board of Directors, Member of the Finance Committee

Born 1943. Doctor of Technology and Master of Engineering, KTH Royal Institute of Technology, Stockholm, Sweden.

Board Chairman: Svenska Cellulosa Aktiebolaget SCA, SSAB and AB Industrivärden.

Deputy Board Chairman: Svenska Handelsbanken AB.

Board Member: Skanska AB.

Holdings in Ericsson: 10,400 Class B shares1)

Principal work experience and other information: President and CEO of Svenska Cellulosa Aktiebolaget SCA 1990–2002, where he was employed 1977–1983 and 1986–2002. Previous positions at Sunds Defibrator and Mo och Domsjö AB.

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Jacob Wallenberg (first elected 2011)

Deputy Chairman of the Board of Directors, Member of the Finance Committee

Born 1956. Bachelor of Science in Economics and Master of Business Administration, Wharton School, University of Pennsylvania, USA. Officer of the Reserve, Swedish Navy.

Board Chairman: Investor AB.

Deputy Board Chairman: SAS AB.

Board Member: ABB Ltd, The Knut and Alice Wallenberg Foundation and the Stockholm School of Economics.

Holdings in Ericsson: 2,703 Class B shares1), and 15,026 synthetic shares2).

Principal work experience and other information: Chairman of the Board of Investor AB since 2005. President and CEO of SEB in 1997 and Chairman of SEB’s Board of Directors 1998–2005. Executive Vice President and CFO of Investor AB 1990–1993. Honorary Chairman of IBLAC (Mayor of Shanghai’s International Business Leaders Advisory Council) and member of The European Round Table of Industrialists.

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Roxanne S. Austin (first elected 2008)

Member of the Remuneration Committee

Born 1961. Bachelor of Business Administration in Accounting, University of Texas, San Antonio, USA.

Board Member: Abbott Laboratories, AbbVie Inc., Target Corporation and Teledyne Technologies Inc.

Holdings in Ericsson: 3,000 Class B shares1), and 26,123 synthetic shares2).

Principal work experience and other information: President of Austin Investment Advisors since 2004. President and CEO of Move Networks Inc. 2009–2010. President and COO of DirecTV 2001–2003. Corporate Senior Vice President and CFO of Hughes Electronics Corporation 1997–2000, which she joined in 1993. Previously a partner at Deloitte & Touche. Member of the California State Society of Certified Public Accountants and the American Institute of Certified Public Accountants.

The Board memberships and holdings in Ericsson reported above are as of December 31, 2014.

1)The number of shares includes holdings by related natural and legal persons, as well as holdings of any ADS, if applicable.
2)Since 2008, the AGM has each year resolved that part of the Board fee may be received in the form of synthetic shares. A synthetic share is a right to receive in the future a payment corresponding to the value of the Class B share in Ericsson at the time of payment. Please see page 116 for further information. Shares held via endowment insurance include shares held under an
3)insurance under which the insurance holder may make investment decisions with respect to the shares
(Sw: “kapitalförsäkring” or “depåförsäkring”) and include holdings by related natural and legal persons, as well as holdings of ADS, if applicable.

Ericsson Annual Report on Form 20-F 2014

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Sir Peter L. Bonfield (first elected 2002)

Member of the Audit Committee

Born 1944. Honors degree in Engineering, Loughborough University, Leicestershire, UK.

Board Chairman: NXP Semiconductors N.V.

Board Member: GlobalLogic Inc., Mentor Graphics Inc. and Taiwan Semiconductor Manufacturing Company, Ltd.

Holdings in Ericsson: 4,400 Class B shares1), and 7,944 synthetic shares2).

Principal work experience and other information: CEO and Chairman of the Executive Committee of British Telecommunications plc 1996–2002. Chairman and CEO of ICL plc 1985–1996. Positions with STC plc and Texas Instruments Inc. Member of the Advisory Board of the Longreach Group. Board Mentor of CMi. Senior Advisor, Rothschild, London. Chair of Council and Senior Pro-Chancellor, Loughborough University, UK. Fellow of the Royal Academy of Engineering.

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Nora Denzel (first elected 2013)

Born 1962. Master of Science in Business Administration, Santa Clara University, USA. Bachelor of Science in Computer Science, State University of New York, USA.

Board Member: Advanced Micro Devices, Inc., Outerwall, Inc. and Saba Software.

Holdings in Ericsson: 3,850 Class B shares1) , and 2,976 synthetic shares2).

Principal work experience and other information: Intuit Software (2008– 2012)–Senior Vice President Big Data, Marketing and Social Product Design and General Manager QuickBooks Payroll Division. Previous positions include Senior Vice President and General Manager of HP’s Global Software, Storage and Consulting Divisions (2000–2006), Senior Vice President Product Operations Legato Systems (bought by EMC) and various engineering, marketing and executive positions at IBM. Non-Profit board member of YWCA of Silicon Valley, Ushahidi and the Anita Borg Institute.

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Börje Ekholm (first elected 2006)

Member of the Remuneration Committee

Born 1963. Master of Science in Electrical Engineering, KTH Royal Institute of Technology, Stockholm, Sweden. Master of Business Administration, INSEAD, France.

Board Chairman: KTH Royal Institute of Technology, Stockholm and NASDAQ OMX Group Inc.

Board Member: Investor AB, AB Chalmersinvest and EQT Partners AB.

Holdings in Ericsson: 30,760 Class B shares1), and 41,178 synthetic shares2).

Principal work experience and other information: President and CEO of Investor AB since 2005. Formerly Head of Investor Growth Capital Inc. and New Investments. Previous positions at Novare Kapital AB and McKinsey & Co Inc. Member of the Board of Trustees of Choate Rosemary Hall.

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Alexander Izosimov (first elected 2012)

Born 1964. Master of Business Administration, INSEAD, France and Master of Science in Production Management Systems and Computer Science, Moscow Aviation Institute, Russian Federation.

Board Member: Modern Times Group MTG AB, EVRAZ Group S.A., Dynasty Foundation and Transcom WorldWide SA.

Holdings in Ericsson: 1,600 Class B shares1), 50,000 Class B shares held via endowment insurance3), and 9,272 synthetic shares2).

Principal work experience and other information: CEO and President of VimpelCom 2003–2011. Previous positions with Mars Inc., including Member of the Global Executive Board and Regional President for CIS, Central Europe and Nordics. Earlier positions with McKinsey & Co as consultant in the Stockholm and London offices. Served as GSMA Board member 2005–2008 and Chairman of GSMA 2008–2010.

The Board memberships and holdings in Ericsson reported above are as of December 31, 2014.

1)The number of shares includes holdings by related natural and legal persons, as well as holdings of any ADS, if applicable.
2)Since 2008, the AGM has each year resolved that part of the Board fee may be received in the form of synthetic shares. A synthetic share is a right to receive in the future a payment corresponding to the value of the Class B share in Ericsson at the time of payment. Please see page 116 for further information. Shares held via endowment insurance include shares held under an.
3)insurance under which the insurance holder may make investment decisions with respect to the shares (Sw: “kapitalförsäkring” or “depåförsäkring”) and include holdings by related natural and legal persons, as well as holdings of ADS, if applicable

Ericsson Annual Report on Form 20-F 2014

Board members elected by the AGM 2014, cont.

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Ulf J. Johansson (first elected 2005)

Chairman of the Audit Committee

Born 1945. Doctor of Technology and Master of Science in Electrical Engineering, KTH Royal Institute of Technology, Stockholm, Sweden.

Board Chairman: Acando AB, Eurostep Group AB and Trimble Navigation Ltd.

Board Member: European Institute of Innovation and Technology.

Holdings in Ericsson: 6,435 Class B shares1), and 6,571 synthetic shares2).

Principal work experience and other information: Founder of Europolitan Vodafone AB, where he was the Chairman of the Board 1990–2005. Previous positions at Spectra-Physics AB as President and CEO and at Ericsson Radio Systems AB. Member of the Royal Academy of Engineering Sciences.

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Kristin Skogen Lund (first elected 2013)

Born 1966. Master of Business Administration, INSEAD, France. Bachelor in International Studies and Business Administration, University of Oregon, USA.

Board Member: None.

Holdings in Ericsson: 5,780 synthetic shares2).

Principal work experience and other information: Director General of the Confederation of Norwegian Enterprise (NHO) since 2012. Executive Vice President and Head of Digital Services and Broadcast and Executive Vice President and Head of Nordic Region, Group Executive Management at Telenor 2010–2012. Previous positions include Chief InformationExecutive Officer and Commercial Director at Aftenposten, Chief Executive Officer at Scanpix, Managing Director and Editor in Chief at Scandinavia Online, and several positions at the Coca-Cola Company, Unilever and Norges Eksportråd.

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Hans Vestberg (first elected 2010)

Born 1965. Bachelor of Business Administration and Economics, University of Uppsala, Sweden.

Board Chairman: Svenska Handbollförbundet.

Board Member: Thernlunds AB.

Holdings in Ericsson: 333,329 Class B shares1).

Principal work experience and other information: President and CEO of Telefonaktiebolaget LM Ericsson since January 1, 2010. Previously, First Executive Vice President, CFO and Head of Group Function Finance and Executive Vice President and Head of Business Unit Global Services. Various positions in the Group since 1988, including Vice President and Head of Market Unit Mexico and Head of Finance and Control in USA, Brazil and Chile. International advisor to the Governor of Guangdong, China and co-chairman of the Russian-Swedish Business Council. Founding member of the Broadband Commission for Digital Development, and heading the Commission’s task group on the post 2015 development agenda. Member of the Leadership Council of the United Nations Sustainable Development Solutions Network.

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Pär Östberg (first elected 2013)

Member of the Audit Committee

Born 1962. Master of Business Administration, Gothenburg School of Economics, Gothenburg, Sweden.

Board Member: Skanska AB and SSAB.

Holdings in Ericsson: 4,000 Class B shares held via endowment insurance3).

Principal work experience and other information: Executive Vice President of AB Industrivärden since 2012. Executive Vice President at Volvo Group Truck Joint Ventures between January 2012 and October 2012. Several senior managerial positions within the Volvo group including Senior Vice President and President Trucks Asia at AB Volvo, Chairman of the Board of VE Commercial Vehicles Ltd, Senior Vice President and CFO at AB Volvo, CFO at Volvo Trucks France and senior positions at Volvo Treasury Asia Ltd, Singapore and Volvo Treasury Europe AB. Previous positions also include Senior Vice President, CFO at Renault Trucks and positions within Renault Crédit International (RCI) and Renault SA.

The Board memberships and holdings in Ericsson reported above are as of December 31, 2014.

1)The number of shares includes holdings by related natural and legal persons, as well as holdings of any ADS, if applicable.
2)Since 2008, the AGM has each year resolved that part of the Board fee may be received in the form of synthetic shares. A synthetic share is a right to receive in the future a payment corresponding to the value of the Class B share in Ericsson at the time of payment. Please see page 116 for further information.
3)Shares held via endowment insurance include shares held under an insurance under which the insurance holder may make investment decisions with respect to the shares (Sw: “kapitalförsäkring” or “depåförsäkring”) and include holdings by related natural and legal persons, as well as holdings of ADS, if applicable.

Ericsson Annual Report on Form 20-F 2014

Board members and deputies appointed by the unions

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Pehr Claesson (first appointed 2008)

Employee representative, Member of the Finance Committee

Born 1966. Appointed by the union The Swedish Association of Graduate Engineers.

Holdings in Ericsson: 1,661 Class B shares1).

Employed since 1997. Working with marketing and communication for Consulting and Systems Integration within Business Unit Global Services.

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Kristina Davidsson (first appointed 2006)

Employee representative, Member of the Audit Committee

Born 1955. Appointed by the union IF Metall.

Holdings in Ericsson: 2,088 Class B shares1).

Employed since 1995. Previously working as a repairer within Business Unit Networks and currently working full time as union representative.

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Karin Åberg (first appointed 2007)

Employee representative, Member of the Remuneration Committee

Born 1959. Appointed by the union Unionen.

Holdings in Ericsson: 3,577 Class B shares1).

Employed since 1998. Working as a Service Engineer within the IT organization.

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Rickard Fredriksson (first appointed 2012)

Deputy employee representative

Born 1969. Appointed by the union IF Metall.

Holdings in Ericsson: 1,688 Class B shares1).

Employed since 2000. Previously working as machine operator within Business Unit Networks and currently working full time as union representative.

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Karin Lennartsson (first appointed 2010)

Deputy employee representative

Born 1957. Appointed by the union Unionen.

Holdings in Ericsson: 667 Class B shares1).

Employed since 1976. Working as Process Expert within Group Function Business Excellence & Common Functions.

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Roger Svensson (first appointed 2011)

Deputy employee representative

Born 1971. Appointed by the union The Swedish Association of Graduate Engineers.

Holdings in Ericsson: 11,738 Class B shares1).

Employed since 1999. Working as Senior Specialist within Business Unit Networks.

Hans Vestberg was the only Director who held an operational management position at Ericsson in 2014. No Director has been elected pursuant to an arrangement or understanding with any major shareholder, customer, supplier or other person.

1)The number of shares reflects ownership as of December 31, 2014 and includes holdings by related natural and legal persons, as well as holdings of any ADS, if applicable.

Ericsson Annual Report on Form 20-F 2014

Management

The President/CEO and the Executive Leadership Team

The Board of Directors appoints the President and CEO and the Executive Vice Presidents. The President and CEO is responsible for the management of day-to-day operations and is supported by the Executive Leadership Team (the “ELT”). The ELT members as of December 31, 2014, are presented on page 125.

The role of the ELT is to:

Establish a strong corporate culture, a long-term vision and Group strategies and policies, all based on objectives stated by the Board.

Determine targets for operational units, allocate resources and monitor unit performance.

Secure operational excellence and realize global synergies through efficient organization of the Group.

Remuneration to the Executive Leadership Team

Guidelines for remuneration to the ELT were approved by the AGM 2014. For further information on fixed and variable remuneration, see the Remuneration Report and Notes to the consolidated financial statements – Note C28, “Information regarding members of the Board of Directors, the Group management and employees” in the Annual Report.

The Ericsson Group Management System

Ericsson has one global management system, known as the Ericsson Group Management System (EGMS) to drive corporate culture and to ensure that the business is managed:

To fulfill the objectives of Ericsson’s major stakeholders (customers, shareholders, employees).

Within established risk limits and with reliable internal control.

In compliance with relevant applicable laws, listing requirements, governance codes and corporate responsibilities.

The EGMS is a framework consisting of rules and requirements for Ericsson’s business, specified through process and organization descriptions, policies, directives and instructions. The management system is applied in all Ericsson’s operations globally, and its consistency and global reach is designed to build trust in the way Ericsson works. The EGMS is founded on ISO 9001 (international standard for quality management systems) but is designed as a dynamic governance system, enabling Ericsson to adapt the system to evolving demands and expectations, including new legislation as well as customers’ and other stakeholders’ requirements. Ericsson does not implement external requirements without analyzing them and putting them into the Ericsson context.

The EGMS comprises three elements:

Management and control

Ericsson business processes

Organization and resources.

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Ericsson Annual Report on Form 20-F 2014

Management and control

Ericsson’s strategy and target-setting processes consider the demands and expectations of customers as well as other key stakeholders. Ericsson uses balanced scorecards as tools for translating strategic objectives into a set of performance indicators for its operational units. Based on annual strategy work, these scorecards are updated with targets for each unit for the next year and are communicated throughout the organization.

Group-wide policies and directives govern how the organization works and are core elements in managing and controlling Ericsson. The Group Policies and Directives include, among other things, a Code of Business Ethics, a Code of Conduct and accounting and reporting directives to fulfill external reporting requirements.

Ericsson has a Group Steering Documents Committee for purposes of aligning policies and directives with Group strategies, values and structures.

Ericsson business processes

As a market leader, Ericsson utilizes the competitive advantages that are gained through global scale and has implemented common processes and IT tools across all operational units worldwide. Customer requirements are identified, clarified and formalized in Ericsson Business Processes where requirements transform from theory to practice. Ericsson attempts to reduce costs with efficient and effective process flows and with standardized internal controls and performance indicators.

Organization and resources

Ericsson is operated in two dimensions: one operational structure and one legal structure. The operational structure aligns accountability and authority regardless of country borders and supports the process flow with cross-country operations. In the operational structure, Ericsson is organized in group functions, business units and regions. The legal structure is the basis for legal requirements and responsibility as well as for tax and statutory reporting purposes. There are more than 200 legal entities within the Ericsson Group with eighty branch offices with representation (via legal entities, branch and representative offices) in more than 150 countries.

Chief Compliance Officer

Ericsson has a Chief Compliance Officer (CCO), reporting to the General Counsel whose responsibilities among other things include to further develop Ericsson’s anti-corruption compliance program. Attention from senior-management level on anti-corruption and compliance is crucial, as is ensuring that these matters are addressed from a cross-functional perspective. Ericsson’s anti-corruption compliance program is reviewed and evaluated by the Audit Committee at least annually.

Audits, assessments and certification

The purpose of audits and assessments is to determine levels of compliance and to provide valuable information for understanding, analyzing and continually improving performance. Management monitors compliance with policies, directives and processes through internal self-assessment within all units. This is complemented by internal and external audits.

Due to demands and requirements from customers and other external stakeholders, Ericsson sometimes needs to take decisions on certification in order to stay competitive in the market. Certification means that Ericsson’s interpretation of standards or requirements are confirmed by a third party assessment.

As the EGMS is a global system, group-wide certificates are issued by a third party certification body proving that the system is efficient throughout the whole organization. Ericsson is currently globally certified to ISO 9001 (Quality), ISO 14001 (Environment) and OHSAS 18001 (Health & Safety). Selected Ericsson units are also certified to additional standards, for example ISO 27001 (Information Security) and TL 9000 (telecom-specific standard). EGMS is also audited within the scope of the audit plan of Ericsson’s internal audit function.

Ericsson’s external financial audits are performed by PricewaterhouseCoopers, and ISO/management system audits by Intertek. Internal audits are performed by the company’s internal audit function which reports to the Audit Committee.

Ericsson conducts audits of suppliers in order to secure compliance with Ericsson’s Code of Conduct, which includes rules that suppliers to the Ericsson Group must comply with.

Risk management

Ericsson’s risk management is integrated into the operational processes of the business, and is a part of the EGMS to ensure accountability, effectiveness, efficiency, business continuity and compliance with corporate governance, legal and other requirements. The Board of Directors is also actively engaged in the Company’s risk management. Risks related to long-term objectives are discussed and strategies are formally approved by the Board as part of the annual strategy process. Risks related to annual targets for the Company are also reviewed by the Board and then monitored continuously during the year. Certain transactional risks require specific Board approval, e.g. acquisitions, management remuneration, borrowing or customer finance in excess of pre-defined limits.

Ericsson Annual Report on Form 20-F 2014

Operational, financial and compliance risks

Operational and financial risk

Operational risks are owned and managed by operational units. Risk management is embedded in various process controls, such as decision tollgates and approvals. Certain cross-process risks are centrally coordinated, such as information security, IT security, corporate responsibility and business continuity and insurable risks. Financial risk management is governed by a Group policy and carried out by the Treasury and Customer Finance functions, both supervised by the Finance Committee. The policy governs risk exposures related to foreign exchange, liquidity/financing, interest rates, credit risk and market price risk in equity instruments. For further information on financial risk management, see Notes to the consolidated financial statements – Note C14, “Trade receivables and customer finance,” Note C19, “Interest-bearing liabilities” and Note C20, “Financial risk management and financial instruments” in the Annual Report.

Compliance risks

Ericsson has implemented Group policies and directives in order to comply with applicable laws and regulations, including a Code of Business Ethics and a Code of Conduct. Risk management is integrated in the Company’s business processes. Policies and controls are implemented to comply with financial reporting standards and stock market regulations.

Risk mitigation

Examples of significant activities to mitigate risks are:

Conducting regular supplier Code of Conduct audits.

Continuously assessing and managing risks relating to Corporate Responsibility.

Conducting business continuity management in an efficient way.

Continuously monitoring information systems to guard against data breaches.

Reviewing top risks and mitigating actions at various internal governance meetings.

Strategic and tactical risks

Strategic risks constitute the highest risk to the Company if not managed properly as they could have a long-term impact. Ericsson therefore reviews its long-term objectives, main strategies and business scope on an annual basis and continuously works on its tactics to reach these objectives and to mitigate any risks identified.

In the annual strategy and target setting process, objectives are set for the next three to five years. Risks are assessed and strategies are developed to achieve the objectives. The strategy process in the Company is well established and involves regions, business units and Group functions. The strategy is summarized and discussed in a yearly Leadership Summit with approximately 250 leaders from all parts of the business. By involving all parts of the business in the process, potential risks are identified early and mitigating actions can be incorporated in the strategy and in the annual target-setting process following the finalization of the strategy.

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Ericsson Annual Report on Form 20-F 2014

Key components in the evaluation of risk related to Ericsson’s long-term objectives include technology development, cyber security related matters, industry and market fundamentals, the development of the economy, the political environment, health and environmental aspects and laws and regulations.

The outcome of the strategy process forms the basis for the annual target-setting process, which involves regions, business units and Group functions. Risks related to the targets are identified as part of this process together with actions to mitigate the identified risks. Follow-up of targets, risks and mitigating actions are reported and discussed continuously in business unit and region steering groups and are reviewed by the Board of Directors.

Ericsson continuously strives to improve its risk management and believes that it is important that the entire global organization takes part in the risk management and strategy work. The risk management framework implemented during 2012 has been further developed and qualified during 2014. For more information on risks related to Ericsson’s business, see the chapter “Risk factors” in the Annual Report.

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Example of risk heat map document

Risk heat maps are generated by business units, regions and Group functions in four risk categories:

Industry & market

Commercial

Operational

Compliance

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Ericsson Annual Report on Form 20-F 2014

Members of the Executive Leadership Team

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Hans Vestberg

President and CEO (since 2010)

Born 1965. Bachelor of Business Administration and Economics, University of Uppsala, Sweden.

Board Chairman: Svenska Handbollförbundet.

Board Member: Telefonaktiebolaget LM Ericsson and Thernlunds AB.

Holdings in Ericsson1): 333,329 Class B shares.

Background: Previously, First Executive Vice President, CFO and Head of Group Function Finance and Executive Vice President and Head of Business Unit Global Services. Various positions in the Group since 1988, including Vice President and Head of Market Unit Mexico and Head of Finance and Control in USA, Brazil and Chile. International advisor to the Governor of Guangdong, China and co-chairman of the Russian-Swedish Business Council. Founding member of the Broadband Commission for Digital Development, and heading the Commission’s task group on the post-2015 development agenda. Member of the Leadership Council of the United Nations Sustainable Development Solutions Network.

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Jan Frykhammar

Executive Vice President, Chief Financial Officer and Head of Group Function Business Excellence and Common Functions(since October 2013)Finance (since 2009)

Born 1963. Degree in Economics and1965. Bachelor of Business Administration from Stockholm Schooland Economics, University of Economics, Sweden, including MBA studies at the Western University, Ivey Business School, Canada.Uppsala, Sweden.

Board Member: None. The Swedish International Chamber of Commerce and Attendo AB.

Holdings in Ericsson1): None.

Background: Joined Ericsson from McKinsey & Co where he was senior partner. Has more than 20 years of experience in implementing business excellence across diverse industries, including IT and telecom.

Jan Wäreby

Senior Vice President and Head of Sales and Marketing(since 2011)

Born 1956. Master of Science, Chalmers University, Gothenburg, Sweden.

Board Member: None.

Holdings in Ericsson1): 82,28633,291 Class B shares.

Background: Previously Senior Vice President and Head of Business Unit MultimediaGlobal Services. Various positions within Ericsson including Sales and Business Control in Business Unit Global Services, CFO in North America and Vice President, Finance and Commercial within the Global Customer Account Vodafone.

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Magnus Mandersson

Executive Vice President (since 2011) and Head of Business Unit Global Services (since 2010)

Born 1959. Bachelor of Business Administration, University of Lund, Sweden.

Board Member: None.

Holdings in Ericsson1): 44,588 Class B shares.

Background: Previously Head of Business Unit CDMA, Market Unit Northern Europe, Global Customer Account Deutsche Telekom AG and Product Area Managed Services. Has also been President and CEO of SEC/Tele2 Europe and COO of Millicom International Cellular S.A.

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Johan Wibergh

Executive Vice President (2010–January 15, 2015) and Head of Segment Networks (2008–January 15, 2015)

Born 1963. Master of Computer Science, Linköping Institute of Technology, Sweden.

Board Member: Confederation of Swedish Enterprise, KTH Royal Institute of Technology and Teknikföretagen.

Holdings in Ericsson1): 74,006 Class B shares.

Background: Head of Business Unit Networks 2008-2014. Previously President of Ericsson Brazil, President of Market Unit Nordic and Baltics and Vice President and Head of Sales and Marketing for Sony Ericsson Mobile Communications.at Business Unit Global Services.

The Board memberships and Ericsson holdings reported above are as of December 31, 2013.2014.

1)The number of shares includes holdings by related natural and legal persons, as well as holdings of any ADS, if applicable.

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Ericsson Annual Report on Form 20-F 2014

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Per Borgklint

Senior Vice President and Head of Business Unit Support Solutions (since 2011)

Born 1972. Master of Science in Business Administration, Jönköping International Business School, Sweden.

Board Member: None.

Holdings in Ericsson1): 5,000 Class B shares.

Background: Previously CEO of Net1 (Ice.net), Canal Plus Nordic and Versatel. Has also held several leading positions at Tele2.

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Bina Chaurasia

Senior Vice President, Chief Human Resources Officer and Head of Group Function Human Resources (since 2010)

Born 1962. Master of Science in Management and Human Resources, Ohio State University, USA, and Master of Arts in Philosophy, University of Wisconsin, USA.

Board Member: None.

Holdings in Ericsson1): 36,009 Class B shares.

Background: Joined Ericsson from Hewlett Packard, where she was Vice President of Global Talent Management. Has held senior HR leadership roles at Gap, Sun Microsystems and PepsiCo/Yum.

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Ulf Ewaldsson

Senior Vice President, Chief Technology Officer and Head of Group Function Technology (since 2012)

Born 1965. Master of Science in Engineering and Business Management, Linköping Institute of Technology, Sweden.

Board Member: Lund University.

Holdings in Ericsson1): 29,913 Class B shares.

Background: Previously Head of Product Area Radio within Business Unit Networks. Has held various managerial positions within Ericsson since 1990. Member of the European Cloud Partnership Steering Board.

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Nina Macpherson

Senior Vice President, General Counsel, Head of Group Function Legal Affairs and secretary to the Board of Directors (since 2011)

Born 1958. Master of Laws, LL.M., University of Stockholm, Sweden.

Board Member: The Association for Swedish Listed Companies and the Arbitration Institute of the Stockholm Chamber of Commerce (SCC).

Holdings in Ericsson1): 16,624 Class B shares.

Background: Previously Vice President and Deputy Head of Group Function Legal Affairs at Ericsson. Previous positions also include private practice and in-house attorney. Member of the Swedish Securities Council.

The Board memberships and Ericsson holdings reported above are as of December 31, 2014.

 

1)The number of shares includes holdings by related natural and legal persons, as well as holdings of any ADS, if applicable.

Ericsson Annual Report on Form 20-F 20132014

 

AUDITORMembers of the Executive Leadership Team, cont.

According

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Helena Norrman

Senior Vice President, Chief Marketing and Communications Officer and Head of Group Function Marketing and Communications (since November 1, 2014)

Born 1970. Master of International Business Administration, Linköping University, Sweden.

Board Member: None.

Holdings in Ericsson1): 18,243 Class B shares.

Background: Senior Vice President and Head of Group Function Communications 2011-2014. Previously Vice President, Communications Operations at Group Function Communications. Has held various positions within Ericsson’s global communications organization since 1998. Previous positions as communications consultant.

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Mats H. Olsson

Senior Vice President and Head of Asia-Pacific (since 2013)

Born 1954. Master of Business Administration, Stockholm School of Economics, Sweden.

Board Member: None.

Holdings in Ericsson1): 90,051 Class B shares.

Background: International economic advisor to a number of Chinese provincial and municipal governments. Head of Region North East Asia, 2010–2012. Has held various executive positions across the Articles of Association, the Parent Company shall have no less than one and noAsia-Pacific region for more than three registered public accounting firms as external independent auditor. Ericsson’s auditor is currently elected each year at25 years, including Head of Market Unit Greater China and Head of Market Unit South East Asia.

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Rima Qureshi

Senior Vice President, Chief Strategy Officer, Head of Group Function Strategy and Head of M&A (since May 1, 2014)

Born 1965. Bachelor of Information Systems and Master of Business Administration, McGill University, Montreal, Canada.

Board Member: MasterCard Incorporated and the AGM pursuant toSupervisory Board of Wolters Kluwer NV.

Holdings in Ericsson1): 9,178 Class B shares.

Background: Senior Vice President Strategic Projects 2013–2014, and Head of Business Unit CDMA Mobile Systems, 2010–2012. Previously Vice President of Strategic Improvement Program and Vice President Product Area Customer Support. Has held various positions within Ericsson since 1993.

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Angel Ruiz

Head of Region North America (since 2010)

Born 1956. Bachelor of Electrical Engineering, University of Central Florida, USA, and Master of Management Science and Information Systems, Johns Hopkins University, USA.

Board Member: CTIA–The Wireless Association and Liberty Mutual Holding Company.

Holdings in Ericsson1): 79,962 Class B shares.

Background: Joined Ericsson in 1990 and has held a variety of technical, sales and managerial positions within the Swedish Companies Act, which provides thatCompany, including heading up the mandate periodglobal account teams for Cingular/SBC/ BellSouth (now AT&T). Was appointed Head of an auditor shall be one year, unlessMarket Unit North America in 2001. Member of the Articles of Association provide for a longer mandate period of up to four years. The auditor reports to the shareholders at General Meetings.US National Security Telecommunications Advisory Committee (NSTAC).

The dutiesBoard memberships and Ericsson holdings reported above are as of the auditor include:December 31, 2014.

 

Updating the Board of Directors regarding the planning, scope and content of the annual audit work

Reviewing the interim reports for the third and fourth quarters and the year-end financial statements to assess that the financial statements are presented fairly in all material respects

Advising the Board of Directors of non-audit services performed, the consideration paid and other issues that determine the auditor’s independence.

For further information on the contacts between the Board and the auditor, please see “Work of the Board of Directors” earlier in this Corporate Governance Report.

Auditing work is carried out by the auditor continuously throughout the year. The auditor signs review opinions over Ericsson’s interim financial reports for the third and fourth quarters and signs an audit opinion over the Annual Report.

Current auditor

PricewaterhouseCoopers AB was elected auditor at the AGM 2013 for a period of one year, i.e. until the close of the AGM 2014.

PricewaterhouseCoopers AB has appointed Peter Nyllinge, Authorized Public Accountant, to serve as auditor in charge.

Fees to the auditor

Ericsson paid the fees (including expenses) for audit-related and other services listed in the table in Notes to the consolidated financial statements—Note C30, “Fees to auditors” in the Annual Report.

INTERNAL CONTROL OVER FINANCIAL REPORTING 2013

This section has been prepared in accordance with the Annual Accounts Act and the Swedish Corporate Governance Code and is limited to internal control over financial reporting.

Since Ericsson is listed in the United States, the requirements outlined in the Sarbanes-Oxley Act (SOX) apply. These regulate the establishment and maintenance of internal controls over financial reporting as well as management’s assessment of the effectiveness of the controls.

In order to support high quality reporting and to meet the requirement of SOX, the Company has implemented detailed documented controls and testing and reporting procedures based on the internationally established COSO framework for internal control (1992). The COSO framework is issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

During 2013, the Company has included operations of acquired entities as well as continued to improve the design and execution of its financial reporting controls.

Disclosure policies

Ericsson’s financial disclosure policies aim to ensure transparent, relevant and consistent communication with equity and debt investors on a timely, fair and equal basis. This will support a fair market value for Ericsson securities. Ericsson wants current and potential investors to have a good understanding of how the Company works, including operational performance, prospects and potential risks.

To achieve these objectives, financial reporting and disclosure must be:

Transparent—enhancing understanding of the economic drivers and operational performance of the business, building trust and credibility

Consistent—comparable in scope and level of detail to facilitate comparison between reporting periods

Simple—to support understanding of business operations and performance and to avoid misinterpretations

Relevant—with focus on what is relevant to Ericsson’s stakeholders or required by regulation or listing agreements, to avoid information overload

Timely—with regular scheduled disclosures as well as ad-hoc information, such as press releases on important events, performed in a timely manner

Fair and equal—where all material information is published via press releases to ensure that the whole investor community receives the information at the same time

Complete, free from material errors and a reflection of best practice – disclosure is compliant with applicable financial reporting standards and listing requirements and in line with industry norms.

Ericsson’s website comprises comprehensive information on the Group, including:

An archive of annual and interim reports

Access to recent news.

Disclosure controls and procedures

Ericsson has controls and procedures in place to allow for timely information disclosure under applicable laws and regulations, including the

1)The number of shares includes holdings by related natural and legal persons, as well as holdings of any ADS, if applicable.

Ericsson Annual Report on Form 20-F 20132014

 

US Securities Exchange Act of 1934, and under agreements with NASDAQ OMX Stockholm and NASDAQ New York. These procedures also require that such information is provided to management, including the CEO and CFO, so timely decisions can be made regarding required disclosure.LOGO

The Disclosure Committee comprises members with various expertise. It assists the management in fulfilling their responsibility regarding disclosures made to the shareholders and the investment community. One of the main tasks of the committee is to monitor the integrity and effectiveness of the disclosure controls and procedures.

Ericsson has investments in certain entities that the Company does not control or manage. With respect to such entities, disclosure controls and procedures are substantially more limited than those maintained with respect to subsidiaries.

Ericsson’s President and CEO and the CFO evaluated the Company’s disclosure controls and procedures and concluded that they were effective at a reasonable assurance level as of December 31, 2013. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

Internal control over financial reporting

Ericsson has integrated risk management and internal control into its business processes. As defined in the COSO framework, internal control is an aggregation of components such as a control environment, risk assessment, control activities, information and communication and monitoring.

During the period covered by the Annual Report 2013, there were no changes to the internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the internal control over financial reporting.

Control environment

The Company’s internal control structure is based on the division of tasks between the Board of Directors and its Committees and the President and CEO. The Company has implemented a management system that is based on:

Steering documents, such as policies, directives and a Code of Business Ethics

A strong corporate culture

The Company’s organization and mode of operations, with well-defined roles and responsibilities and delegations of authority

Several well-defined Group-wide processes for planning, operations and support.

The most essential parts of the control environment relative to financial reporting are included in steering documents and processes for accounting and financial reporting. These steering documents are updated regularly to include, among other things:

Changes to laws

Financial reporting standards and listing requirements, such as IFRS and SOX.

The processes include specific controls to be performed to ensure high quality financial reports. The management of each reporting legal entity, region and business unit is supported by a financial controller function with execution of controls related to transactions and reporting. The financial controller functions are organized in a number of Company Control Hubs, each supporting a number of legal entities within a geographical area. A financial controller function is also established on Group level, reporting to the CFO.

Risk assessment

Risks of material misstatements in financial reporting may exist in relation to recognition and measurement of assets, liabilities, revenue and cost or insufficient disclosure. Other risks related to financial reporting include fraud, loss or embezzlement of assets and undue favorable treatment of counterparties at the expense of the Company.

Policies and directives regarding accounting and financial reporting cover areas of particular significance to support correct, complete and timely accounting, reporting and disclosure.

Identified types of risks are mitigated through well-defined business processes with integrated risk management activities, segregation of duties and appropriate delegation of authority. This requires specific approval of material transactions and ensures adequate asset management.

Control activities

The Company’s business processes include financial controls regarding the approval and accounting of business transactions. The financial closing and reporting process has controls regarding recognition, measurement and disclosure. These include the application of critical accounting policies and estimates, in individual subsidiaries as well as in the consolidated accounts.

Regular analyses of the financial results for each subsidiary, region and business unit cover the significant elements of assets, liabilities, revenues, costs and cash flow. Together with further analysis of the consolidated financial statements performed at Group level, these procedures are designed to produce financial reports without material errors.

For external financial reporting purposes, the Disclosure Committee performs additional control procedures to review whether the disclosure requirements are fulfilled.

Ericsson Annual Report on Form 20-F 2013

The Company has implemented controls to ensure that financial reports are prepared in accordance with its internal accounting and reporting policies and IFRS as well as with relevant listing regulations. It maintains detailed documentation on internal controls related to accounting and financial reporting. It also keeps records on the monitoring of the execution and results of such controls. This allows the President and CEO and the CFO to assess the effectiveness of the controls in a way that is compliant with SOX.

Entity-wide controls, focusing on the control environment and compliance with financial reporting policies and directives, are implemented in all subsidiaries. Detailed process controls and documentation of controls performed are also implemented in almost all subsidiaries, covering the items with significant materiality and risk.

In order to secure compliance, governance and risk management in the areas of legal entity accounting and taxation, as well as securing funding and equity levels, the Company operates through a Company Control hub structure, covering subsidiaries in each respective geographical area.

Based on a common IT platform, a common chart of account and common master data, the hubs and shared services centers perform accounting and financial reporting services for most subsidiaries.

Information and communication

The Company’s information and communication channels support complete, correct and timely financial reporting by making all relevant internal process instructions and policies accessible to all the employees concerned. Regular updates and briefing documents regarding changes in accounting policies, reporting and disclosure requirements are also supplied.

Subsidiaries and operating units prepare regular financial and management reports for internal steering groups and Company management. These include analysis and comments on financial performance and risks. The Board of Directors receives financial reports monthly. Ericsson has established a whistleblower procedure for the reporting of alleged violations that (i) are conducted by Group or local management, and (ii) relate to corruption, questionable accounting or auditing matters or otherwise seriously affect vital interests of the Group or personal health and safety.

Monitoring

The Company’s process for financial reporting is reviewed annually by the management. This forms a basis for evaluating the internal management system and internal steering documents to ensure that they cover all significant areas related to financial reporting. The shared service center and company control hub management continuously monitor accounting quality through a set of performance indicators. Compliance with policies and directives is monitored through annual self-assessments and representation letters from heads and company controllers in all subsidiaries as well as in business units and regions.

The Company’s financial performance is also reviewed at each Board meeting. The Committees of the Board fulfill important monitoring functions regarding remuneration, borrowing, investments, customer finance, cash management, financial reporting and internal control. The Audit Committee and the Board of Directors review all interim and annual financial reports before they are released to the market. The Company’s internal audit function reports directly to the Audit Committee. The Audit Committee also receives regular reports from the external auditor. The Audit Committee follows up on any actions taken to improve or modify controls.

BOARD OF DIRECTORS

Stockholm, March 5, 2014

Telefonaktiebolaget LM Ericsson (publ)

Org. no. 556016–0680

Ericsson Annual Report on Form 20-F 2013

REMUNERATION REPORT

INTRODUCTION

This report outlines how the remuneration policy is implemented throughout Ericsson in line with corporate governance best practice, with specific references to Group management. The work of the Remuneration Committee in 2013 and the remuneration policy are explained at the beginning of the report, followed by descriptions of plans and their outcome.

More details of the remuneration of Group management and Board members’ fees can be found in the Notes to the Consolidated financial statements—Note C28, “Information regarding members of the Board of Directors, the Group management and employees.”

Board member remuneration is resolved annually by the Annual General Meeting.

THE REMUNERATION COMMITTEE

The Remuneration Committee advises the Board of Directors on a regular basis on the remuneration to the Group management, consisting of the Executive Leadership Team (ELT). This includes fixed salaries, pensions, other benefits and short-term and long-term variable compensation, all in the context of pay and employment conditions throughout Ericsson. The Remuneration Committee reviews and prepares for resolution by the Board:

Proposals on salary and other remuneration, including retirement compensation, for the President and CEO

Proposals on targets for the short-term variable compensation for the President and CEO

Proposals to the Annual General Meeting on guidelines for remuneration to the ELT

Proposals to the Annual General Meeting on long-term variable compensation and similar equity arrangements

The responsibility of the Remuneration Committee is also to:

Approve proposals on salary and other remuneration, including retirement compensation, for the Executive Vice Presidents and other ELT members.

Approve proposals on targets for the short-term variable compensation for the Executive Vice Presidents and other ELT members.

REMUNERATION POLICY

Remuneration at Ericsson is based on the principles of performance, competitiveness and fairness. The remuneration policy, together with the mix of remuneration elements, is designed to reflect these principles by creating a balanced remuneration package. The Guidelines for remuneration to Group management 2013, approved by the AGM, can be found in Note C28. The auditor’s report regarding whether the company has complied with the guidelines for compensation to the ELT during 2013 is posted on the Ericsson website.

Approve pay out of the short-term variable compensation for the ELT, based on achievements and performance.

The Remuneration Committee’s work forms the foundation for the governance of Ericsson’s remuneration processes, together with Ericsson’s internal systems and audit controls. The Committee is chaired by Leif Johansson and its other members are Börje Ekholm, Roxanne S. Austin, and Karin Åberg. All the members are non-executive directors, independent (except for the employee representative) as required by the Swedish Corporate Governance Code and have relevant knowledge and experience of remuneration matters.

The Company’s General Counsel acts as secretary to the Committee. The President and CEO, the Senior Vice President, Head of Human Resources and the Vice President, Head of Total Rewards attend Remuneration Committee meetings by invitation and assist the Committee in its considerations, except when issues relating to their own remuneration are being discussed.

The Remuneration Committee has appointed an independent expert advisor, Piia Pilv, to assist and advise the Committee. The independent advisor provided no other services to the Company during 2013. The Remuneration Committee is also furnished with national and international pay data collected from external survey providers and can call on other independent expertise, should it so require. The Chairman continues to ensure that contact is maintained, as necessary and appropriate, with shareholders regarding remuneration.

The purpose and function of the Remuneration Committee and its responsibilities can be found in the Corporate Governance Report. These responsibilities, together with the Guidelines for remuneration to Group management (ELT) and the Long-Term Variable compensation (LTV) program is reviewed and evaluated annually in light of matters such as changes to corporate governance best practice or changes to accounting, legislation, political opinion or business practices among peers. This helps to ensure that the policy continues to provide Ericsson with a competitive remuneration strategy.

The Guidelines for remuneration to Group management are, in accordance with Swedish law, brought to shareholders annually for approval.

The Remuneration Committee met six times during the year 2013.

The winter meetings focused on following up on results from the 2012 variable compensation programs and preparing proposals to shareholders for the 2013 Annual General Meeting (AGM). During the spring the committee determined the relocation package for a member of the ELT and proposed to the Board of Directors to approve the LTV 2010 vesting result. In the fall, the committee reviewed the Guidelines for remuneration to Group management and decided to continue the LTV program without any material changes and the STV plans with an increased weighting on functional targets for 2014. The committee based its considerations on the business needs, analyses and reviews of the global market trends and feedback from shareholders and institutions. Supported by the independent advisor, the Committee also reviewed the competitiveness of the ELT remuneration in the global market.

Ericsson Annual Report on Form 20-F 2013

Evaluation of the Guidelines for remuneration to Group management and of the LTV program

The Remuneration Committee supports the Board with the review and evaluation of the Guidelines for remuneration to Group management and Ericsson’s application of these guidelines. The Committee and the Board has concluded that the guidelines remain valid and right for Ericsson and that the guidelines should not be materially changed for 2014.

Furthermore, the Remuneration Committee is of the opinion that the LTV program fulfills the defined objectives to promote “One Ericsson” and to align the interests of employees with those of shareholders. The number of participants as of December 1, 2013 was approximately 29,000 employees, compared to 27,000 employees as of December 1, 2012. The evaluation also confirms that the Key Contributor Retention Plan meets the purpose of retaining our key employees. The voluntary attrition rate among Key Contributors is about two-thirds compared to the attrition rate in the total number of employees.

TOTAL REMUNERATION

When considering the remuneration of an individual, it is the total remuneration that matters. First, the total annual cash compensation is defined, consisting of the target level of short-term variable compensation plus fixed salary. Thereafter, target long-term variable compensation may be added to get to the total target compensation and, finally, pension and other benefits may be added to arrive at the total remuneration.

For the ELT, remuneration consists of fixed salary, short-term and long-term variable compensation, pension and other benefits. If the size of any one of these elements is increased or decreased when setting the remuneration, at least one other element has to change if the competitive position is to remain unchanged.

The remuneration costs for the CEO and the ELT are reported in Note C28.

Fixed salary

When setting fixed salaries, the Remuneration Committee considers the impact on total remuneration, including pensions and associated costs. The absolute levels are determined based on the size and complexity of the position and the year-to-year performance of the individual. Together with other elements of remuneration, ELT salaries are subject to an annual review by the Remuneration Committee, which considers external pay data to ensure that levels of pay remain competitive and appropriate to the remuneration policy.

Variable compensation

Ericsson strongly believes that, where possible, variable compensation should be encouraged as an integral part of total remuneration. First and foremost, this aligns employees with clear and relevant targets, but it also enables more flexible payroll costs and emphasizes the link between performance and pay.

All variable compensation plans have maximum award and vesting limits. Short-term variable compensation is to a greater extent dependent on the performance of the specific unit or function, while long-term variable compensation is dependent on the achievements of the Ericsson Group.

As described in the section “Our Performance,” Ericsson measures business performance according to five categories of measurements derived from the overall strategy: growing sales faster than market, best-in-class operating margin, strong cash conversion, customer satisfaction and employee engagement. These categories form the basis for our short- and long-term variable compensation programs and set the framework of what measurements shall be used for variable compensation.

Short-term variable compensation

Annual variable compensation is delivered through cash-based programs. Specific business targets are derived from the annual business plan approved by the Board of Directors and, in turn, defined by the Company’s long-term strategy. Ericsson strives to grow faster than the market with best-in-class margins and strong cash conversion and therefore the starting point is to have three core targets:

Net sales growth

Operating income

Cash flow.

For the ELT, targets are thus predominantly financial at either Group level (for Heads of Group functions) or at the individual unit level (for Heads of regions or business units) and may also include operational targets like customer satisfaction and employee engagement.

The chart below illustrates how payouts to the ELT have varied with performance over the past five years.

LOGO

Ericsson Annual Report on Form 20-F 2013

Summaries of 2013 short- and long-term variable compensation

What we call it

What is it?

What is the objective?

Who participates?

How is it earned?

Short-term: Compensation delivered over twelve months or less

Fixed salaryFixed compensation paid at set timesAttract and retain employees, delivering part of annual compensation in a predictable formatAll employeesMarket appropriate levels
set according to position
and evaluated according
to individual
performance
Short-Term Variable compensation (STV)A variable plan that is measured and paid over a single yearAlign employees with clear and relevant targets, providing an earnings opportunity in return for performance, and flexible costEnrolled employees, including Executive Leadership Team. Approximately 75,000 in 2013Achievements against set
targets. Reward can
increase to up to twice
the target level and
decrease to zero,
depending on
performance

Sales Incentive Plans

Tailored versions of the STVAs for STV, tailored for local or business requirements, such as salesEmployees in sales. Approximately 2,000 in 2013Similar to STV. All plans
have maximum award
and vesting limits

Long-term: Compensation delivered over three years or more

Stock Purchase Plan (SPP)All-employee stock-based planReinforce a “One Ericsson” mentality and align employees’ interests with those of shareholdersAll employees are eligibleBuy one share and it will
be matched by one share
after three years if still
employed
Key Contributor Retention Plan (KC)Share-based plan for selected individualsRecognize, retain and motivate key contributors for performance, critical skills and potentialUp to 10% of employeesIf selected, get one more
matching share in
addition to the SPP one
Executive Performance Stock Plan (EPSP)Share-based plan for senior managersCompensation for long-term commitment and value creationSenior managers, including Executive Leadership TeamGet up to four, six or, for
CEO, nine further shares
matched to each SPP
share for long-term
performance

The Board of Directors and the Remuneration Committee decide on all targets for Group management which are cascaded to unit-related targets throughout the Company, always subject to a two-level management approval process. The Remuneration Committee monitors the appropriateness and fairness of Group target levels throughout the performance year and has the authority to revise them should they cease to be relevant or stretching or to enhance shareholder value.

During 2013, approximately 77,000 employees participated in short-term variable compensation plans.

Long-term variable compensation

Share-based long-term variable compensation plans are submitted each year for approval by shareholders at the AGM. All long-term variable compensation plans are designed to form part of a well-balanced total remuneration package and to span over a minimum of three years. As these are variable plans, outcomes are unknown and rewards depend on long-term personal investment, corporate performance and resulting share price performance. During 2013, share-based compensation was made up of three different but linked plans: the all-employee Stock Purchase Plan, the Key Contributor Retention Plan and the Executive Performance Stock Plan.

The Stock Purchase Plan

The Stock Purchase Plan is designed to offer an incentive for all employees to participate in the Company where practicable, which is consistent with industry practice and with Ericsson’s ways of working. For the 2014 plan, employees are able to save up to 7.5% of their gross fixed salary (The President and CEO can save up to 10% of their gross fixed salary and short-term variable remuneration) for purchase of Class B contribution shares at market price on Nasdaq Stockholm or American Depositary Shares (ADSs) on NASDAQ New York (contribution shares) during a 12-month period (contribution period). If the contribution shares are retained by the employee for three years after the investment and their employment with the Ericsson Group continues during that time, the employee’s shares will be matched with a corresponding number of Class B shares or ADSs free of consideration. Employees in 102 countries participate in the plans.

The table below shows the contribution periods and participation details for ongoing plans as of December 31, 2014.

Stock purchase plans

Plan

  Contribution period   Number of
participants
at launch
   Take-up
rate–percent of
eligible employees
 

Stock Purchase plan 2011

   August 2011–July 2012     24,000     30

Stock Purchase plan 2012

   August 2012–July 2013     27,000     28

Stock Purchase plan 2013

   August 2013–July 2014     29,000     29

Stock Purchase plan 2014

   August 2014–July 2015     32,000     30

Participants save each month, beginning with the August payroll, towards quarterly investments. These investments (in November, February, May and August) are matched on the third anniversary of each such investment, subject to continued employment, and hence the matching spans over two financial years and two tax years.

The Key Contributor Retention Plan

The Key Contributor Retention Plan is part of Ericsson’s talent management strategy and is designed to give recognition for performance, critical skills and potential as well as to encourage retention of key employees. Under the program, up to 10% of employees (2014 plan: up to 10,000 employees) are selected through a nomination process that identifies individuals according to performance, critical skills and potential. Participants selected obtain one extra matching share in addition to the ordinary one matching share for each contribution share purchased under the Stock Purchase Plan during a 12-month period.

Executive Performance Stock Plans

   Executive Performance Stock Plan 
   2014  20131)  2012  2011  2010 

Matching share vesting range2)

   0.67 to 4    0.67 to 4    0.67 to 4    0.67 to 4    0.67 to 4  
   1 to 6    1 to 6    1 to 6    1 to 6    1 to 6  
   1.5 to 9    1.5 to 9    1.5 to 9    1.5 to 9    1.5 to 9  

Maximum opportunity as percentage of fixed salary3)

   30  30  30  30  30
   45  45  45  45  45
   162  162  162  162  162

1)Targets for Executive Performance Stock Plans 2012 to 2014 are described in the next table.
2)Corresponding to EPS range (no Performance Share Plan matching below this range). Matching shares per contribution share invested in addition to Stock Purchase Plan matching according to program of up to 4, 6 or 9 matching shares.
3)At full investment, full vesting and constant share price. Excludes Stock Purchase Plan matching.

Ericsson Annual Report on Form 20-F 2014

Executive Performance Stock Plan targets

   Base year
value
SEK billion
   Year 1  Year 2  Year 3 

2014

      

Growth (Net sales growth)1)

   225.3     
 
Compound annual
growth rate of 2–8%
  
  

Margin (Operating income growth)1)

   15.7     
 
Compound annual
growth rate of 5–15%
  
  

Cash Flow (Cash conversion)

   —      ³70 ³70 ³70

2013

      

Growth (Net sales growth)

   227.8     
 
Compound annual
growth rate of 2–8%
  
  

Margin (Operating income growth)2)

   18.5     
 
Compound annual
growth rate of 5–15%
  
  

Cash Flow (Cash conversion)

   —      ³70 ³70 ³70

2012

      

Growth (Net sales growth)

   226.9     
 
Compound annual
growth rate of 2–8%
  
  

Margin (Operating income growth)

   17.9     
 
Compound annual
growth rate of 5–15%
  
  

Cash Flow (Cash conversion)

   —      ³70 ³70 ³70

1)Base year 2013 has been adjusted for the impact of the Samsung IPR agreement.
2)Base year 2012 excludes a non-cash charge for ST-Ericsson.

The Executive Performance Stock Plan

The Executive Performance Stock Plan is designed to focus management on driving earnings and provide competitive remuneration. Senior managers, including ELT, are selected to obtain up to four or six extra shares (performance matching shares) in addition to the ordinary one matching share for each contribution share purchased under the Stock Purchase Plan. Up to 0.5% of employees (2014 plan: up to 450 executives) are offered participation in the plan. The President and CEO can save up to 10% of gross fixed salary and short-term variable compensation, and may obtain up to nine performance-matching shares in addition to the Stock Purchase Plan matching share for each contribution share.

The performance targets changed from EPS targets to targets linked to the business strategy as from 2011. To support the long-term strategy and value creation of the company, performance targets are linked to growth on Net Sales, Operating Income and Cash Conversion.

The tables above show ongoing Executive Performance Stock Plans as of December 31, 2014.

Shares for all plans

       Stock Purchase Plan, Key Contributor
Retention Plan and Executive
Performance Stock Plans
    

Plan (million shares)

      2014  2013  2012  2011  2010  Total 

Originally designated

   A     22.8    26.6    26.2    19.4    19.4    114.4  

Outstanding beginning of 2014

   B     0.0    3.2    12.5    12.4    6.0    34.1  

Awarded during 2014

   C     3.6    9.8    —      —      —      13.4  

Exercised/matched during 2014

   D     0.0    0.2    0.4    2.8    6.0    9.4  

Forfeited/expired during 2014

   E     0.0    0.4    0.4    1.7    0.0    2.5  

Outstanding end of 20141)

   F=B+C–D–E     3.6    12.4    11.7    7.9    0.0    35.6  

Compensation costs charged during 2014 (SEK million)

   G     102)   2192)   2412)   1952)   522)   7172) 

1)Shares under the Executive Performance Stock Plans were based on the fact that the 2010 plan was fully vested and that the 2011 plan vested for 22% and lapsed for 78%. For the other ongoing plans, cost is estimated.
2)Fair value is calculated as the share price on the investment date, reduced by the net present value of the dividend expectations during the three-year vesting period. Net present value calculations are based on data from external party. Fair value is also adjusted for participants failing to keep hold of their contribution shares during the vesting period. For shares under the Executive Performance Stock Plans, the company makes a forecast for the fulfillment of the financial targets for all ongoing plans except for 2009 and 2010 plans as disclosed under 1) when calculating the compensation cost. Fair value of the Class B share at each investment date during 2014 was: February 15 SEK 72.37, May 15 SEK 71.98, August 15 SEK 74.07 and November 15 SEK 79.39.
3)Total compensation costs charged during 2013: SEK 388 million, 2012: SEK 405 million.

Shares for all plans

All plans are funded with treasury stock and are equity settled. Treasury stock for all plans has been issued in directed cash issues of Class C shares at the quotient value and purchased under a public offering at the subscription price plus a premium corresponding to the subscribers’ financing costs, and then converted to Class B shares.

For all plans, additional shares have been allocated for financing of social security expenses. Treasury stock is sold on the Nasdaq Stockholm to cover social security payments when arising due to matching of shares. During 2014, 1,129,800 shares were sold at an average price of SEK 85.49. Sales of shares are recognized directly in equity.

If, as of December 31, 2014, all shares allocated for future matching under the Stock Purchase Plan were transferred, and shares designated to cover social security payments were disposed of as a result of the exercise and the matching, approximately 60 million Class B shares would be transferred, corresponding to 1.9% of the total number of shares outstanding, or 3,242 million not including treasury stock. As of December 31, 2014, 63 million Class B shares were held as treasury stock.

The table above shows how shares (representing matching rights but excluding shares for social security expenses) are being used for all outstanding plans. From up to down the table includes (A) the number of shares originally approved by the Annual General Meeting; (B) the number of originally designated shares that were outstanding at the beginning of 2014; (C) the number of shares awarded during 2014; (D) the number of shares matched during 2014; (E) the number of shares forfeited by participants or expired under the plan rules during 2014; and (F) the balance left as outstanding at the end of 2014, having added new awards to the shares outstanding at the beginning of the year and deducted the shares related to awards matched, forfeited and expired. The final row (G) shows the compensation costs charged to the accounts during 2014 for each plan, calculated as fair value in SEK.

For a description of compensation cost, including accounting treatment, see Note C1, “Significant accounting policies,” section Share-based compensation to employees and the Board of Directors.

Ericsson Annual Report on Form 20-F 2014

Employee numbers, wages and salaries

Employee numbers

Average number of employees

    2014   2013 
   Women   Men   Total   Women   Men   Total 

North America

   3,173     12,228     15,401     3,234     12,060     15,294  

Latin America

   2,517     10,169     12,686     2,216     9,562     11,778  

Northern Europe & Central Asia1)2)

   5,312     15,159     20,471     5,523     15,519     21,042  

Western & Central Europe2)

   1,746     9,541     11,287     3,802     8,263     12,065  

Mediterranean2)

   2,899     10,053     12,952     2,865     9,793     12,658  

Middle East

   491     3,323     3,814     566     4,820     5,386  

Sub-Saharan Africa

   448     1,925     2,373     364     1,704     2,068  

India

   3,184     16,699     19,883     2,586     15,042     17,628  

North East Asia

   4,028     9,523     13,551     4,308     10,108     14,416  

South East Asia & Oceania

   1,211     3,527     4,738     1,061     3,234     4,295  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

   25,009     92,147     117,156     26,525     90,105     116,630  

 

1)         Of which in Sweden

   3,944     12,584     16,528     4,118     12,972     17,090  

2)        Of which in EU

   9,438     32,842     42,280     11,703     31,729     43,432  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Number of employees by region at year-end

    2014   2013 

North America

   15,516     14,931  

Latin America

   11,066     11,445  

Northern Europe & Central Asia1)2)

   21,633     21,892  

Western & Central Europe2)

   12,617     11,530  

Mediterranean2)

   13,387     12,314  

Middle East

   3,858     3,752  

Sub-Saharan Africa

   2,406     2,084  

India

   19,971     17,622  

North East Asia

   13,464     14,503  

South East Asia & Oceania

   4,137     4,267  
  

 

 

   

 

 

 

Total

   118,055     114,340  

 

1)Of which in Sweden

   17,580     17,858  

2)Of which in EU

   45,202     43,421  
  

 

 

   

 

 

 

Number of employees by gender and age at year-end 2014

   Women  Men  Percent
of total
 

Under 25 years old

   2,680    2,683    5

25–35 years old

   9,557    36,316    39

36–45 years old

   7,777    30,062    32

46–55 years old

   4,410    18,072    19

Over 55 years old

   1,399    5,099    5
  

 

 

  

 

 

  

 

 

 

Percent of total

   22  78  100
  

 

 

  

 

 

  

 

 

 

Employee movements

       2014   2013 

Head count at year-end

     118,055     114,340  

Employees who have left the Company

     15,536     13,025  

Employees who have joined the Company

     19,251     17,110  

Temporary employees

     776     493  

Employee wages and salaries

Wages and salaries and social security expenses

(SEK million)

  2014   2013 

Wages and salaries

   58,006     48,533  

Social security expenses

   17,944     16,531  

Of which pension costs

   3,957     4,426  

Amounts related to the President and CEO and the Executive Leadership Team are included.

Remuneration to Board members and Presidents in subsidiaries

(SEK million)

  2014   2013 

Salary and other remuneration

   288     294  

Of which annual variable remuneration

   72     40  

Pension costs

   21     23  

Board members, Presidents and Group management by gender at year end

    2014  2013 
   Women  Men  Women  Men 

Parent Company

     

Board members and President

   30  70  25  75

Group Management

   29  71  29  71

Subsidiaries

     

Board members and Presidents

   30  70  27  73

Ericsson Annual Report on Form 20-F 2014

C29    Related party transactions

During 2014, various related party transactions were executed pursuant to contracts based on terms customary in the industry and negotiated on an arm’s length basis. For information regarding equity and Ericsson’s share of assets, liabilities and income in joint ventures and associated companies, see Note C12, “Financial assets, non-current.” For information regarding transactions with senior management, see Note C28, “Information regarding members of the Board of Directors, the Group management and employees.”

ST-Ericsson

ST-Ericsson was formed in 2009 as a joint venture, equally owned by Ericsson and STMicroelectronics. In early 2013 the parents agreed to split up and close the joint venture. The company ST-Ericsson is winding down and all business has been transferred to parents or divested during 2013. Ericsson has taken over assets and liabilities in the design, development and sales of the thin LTE multi-mode modem solution with a net value of SEK 1.1 billion. The acquired business was consolidated in the segment Modems in 2013. In 2014, the Company announced the discontinuation of further development of modems and the shift of approximately 500 employees to Networks research and development organization to pursue growth opportunities in the radio business.

During 2014 and 2013 Ericsson had no sales and purchases in the course of ordinary business, only transactions related to the winding down described above. Therefore, the descriptions below refer to the year 2012. The major transactions in 2012 were as follows:

Sales: Ericsson provides ST-Ericsson with services in the areas of R&D, HR, IT and facilities.

Purchases: A major part of Ericsson’s purchases from ST-Ericsson consists of chipsets and R&D services.

ST-Ericsson

20141)20131)2012

Related party transactions

Sales

—  —  138

Purchases

—  —  634

Related party balances

Receivables

—  —  127

Liabilities

—  —  —  

1)See text above for further information.

Ericsson does not have any contingent liabilities, assets pledged as collateral or guarantees towards ST-Ericsson.

C30    Fees to Auditors

Fees to auditors

   PwC   Others   Total 

2014

      

Audit fees

   83     7     90  

Audit-related fees

   11     0     11  

Tax fees

   15     4     19  

Other fees

   18     1     19  
  

 

 

   

 

 

   

 

 

 

Total

   127     12     139  

2013

      

Audit fees

   75     7     82  

Audit-related fees

   12     —       12  

Tax fees

   12     3     15  

Other fees

   15     1     16  
  

 

 

   

 

 

   

 

 

 

Total

   114     11     125  

2012

      

Audit fees

   82     5     87  

Audit-related fees

   15     —       15  

Tax fees

   16     3     19  

Other fees

   10     10     20  
  

 

 

   

 

 

   

 

 

 

Total

   123     18     141  
  

 

 

   

 

 

   

 

 

 

During the period 2012–2014, in addition to audit services, PwC provided certain audit-related services, tax and other services to the Company. The audit-related services include quarterly reviews, ISO audits, SSAE 16 reviews and services in connection with the issuing of certificates and opinions and consultation on financial accounting. The tax services include general expatriate services and corporate tax compliance work. Other services include, work related to acquisitions, operational effectiveness and assessments of internal control.

Audit fees to other auditors largely consist of local statutory audits.

C31    Contractual obligations

Contractual obligations 2014

   Payment due by period     

SEK billion

  <1
year
   1–3
years
   3–5
years
   >5
years
   Total 

Long-term debt1)2)

   0.5     6.0     1.1     15.5     23.1  

Finance lease obligations3)

   0.1     0.2     0.1     0.5     0.9  

Operating leases3)

   2.4     3.3     1.9     3.9     11.5  

Other non-current liabilities

   0.0     0.2     0.1     1.5     1.8  

Purchase obligations4)

   5.1           5.1  

Trade payables

   24.5     0.0     0.0     0.0     24.5  

Commitments for customer finance5)

   12.0     0.0     0.0     0.0     12.0  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

   44.6     9.7     3.2     21.4     78.9  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

1)Including interest payments.
2)See Note C19, “Financial risk management and financial instruments.”
3)See Note C27, “Leasing.”
4)The amounts of purchase obligations are gross, before deduction of any related provisions.
5)See also Note C14, “Trade receivables and customer finance.”

For information about financial guarantees, see Note C24, “Contingent liabilities.”

Except for those transactions described in this report, the Company has not been a party to any material contracts over the past three years other than those entered into during the ordinary course of business.

C32    Events after the reporting period

Rockstar Consortium LLC (Rockstar) is a company that was formed in 2011 by Apple, Blackberry, Ericsson, Microsoft, and Sony to purchase approximately 4,000 patent assets out of the original about 6,000 from the Nortel bankruptcy estate. On December 23, 2014, it was agreed among the owners of Rockstar and RPX Corporation (RPXC) that RPX should purchase the remaining patents of Rockstar. The transaction occured in 2015 and the impact on income will not be material in 2015.

Ericsson Annual Report on Form 20-F 2014

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Internal control over financial reporting

Ericsson’s management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Ericsson’s internal control system related to financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with International Financial Reporting Standards (IFRS) and includes those policies and procedures that:

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with International Financial Reporting Standards (IFRS), and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Although the purpose of internal control systems is to ensure adequate risk management all internal control systems, no matter how well designed, have inherent limitations which may result in that misstatements are not prevented or detected. Therefore, even systems determined to be effective can provide only reasonable assurance with respect to the reliability of financial statement preparation and presentation.

Ericsson’s management assessed the effectiveness of Ericsson’s internal control over financial reporting as of December 31, 2014. In making this assessment, management used the criteria set forth in “Internal Control—Integrated Framework (2013)”, issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, management has concluded that, as of December 31, 2014, Ericsson’s internal control over financial reporting was effective at a reasonable assurance level.

Attestation report of registered public accounting firm

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2014, has been audited by Pricewaterhouse-Coopers AB, an independent registered public accounting firm. PricewaterhouseCoopers AB has issued an attestation report on Ericsson’s internal control over financial reporting, which appears on page 47.

Changes in internal control over financial reporting

During the period covered by the Annual Report 2014, there were no changes to the internal control over financial reporting that have materially affected, or are likely to materially affect, the internal control over financial reporting.

Ericsson Annual Report on Form 20-F 2014

RISK FACTORS

You should carefully consider all the information in this Annual Report and in particular the risks and uncertainties outlined below. Based on the information currently known to us, we believe that the following information identifies the most significant risk factors affecting our business. Any of the factors described below, or any other risk factors discussed elsewhere in this report, could have a material negative effect on our business, revenues, operating and after-tax results, profit margins, financial condition, cash flow, liquidity, credit rating, market share, reputation, brand and/or our share price. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also materially adversely affect our business. Furthermore, our operating results may have a greater variability than in the past and we may have difficulties in accurately predicting future developments. See also “Forward-Looking Statements.”

Market, Technology and Business Risks

Challenging global economic conditions may adversely impact the demand and pricing for our products and services as well as limit our ability to grow.

Challenging global economic conditions and political unrest could have adverse, wide-ranging effects on demand for our products and for the products of our customers. Adverse global economic conditions and political unrest, could cause operators and other customers to postpone investments or initiate other cost-cutting initiatives to improve their financial position. This could result in significantly reduced expenditures for our products and services, including network infrastructure, in which case our operating results would suffer. If demand for our products and services were to fall in the future, we could experience material adverse effects on our revenues, cash flow, capital employed and value of our assets and we could incur operating losses. Furthermore, if demand is significantly weaker or more volatile than expected, our credit rating, borrowing opportunities and costs as well as the trading price of our shares could be adversely impacted. Should global economic conditions fail to improve, or worsen, other business risks we face could intensify and could also negatively impact the business prospects of operators and other customers. Some operators and other customers, in particular in markets with weak currencies, may incur borrowing difficulties and slower traffic development, which may negatively affect their investment plans and cause them to purchase less of our products and services. The potential adverse effects of an economic downturn include:

Reduced demand for products and services, resulting in increased price competition or deferrals of purchases, with lower revenues not fully compensated through reduced costs

Risks of excess and obsolete inventories and excess manufacturing capacity

Risk of financial difficulties or failures among our suppliers

Increased demand for customer finance, difficulties in collection of accounts receivable and increased risk of counter party failures

Risk of impairment losses related to our intangible assets as a result of lower forecasted sales of certain products

Increased difficulties in forecasting sales and financial results as well as increased volatility in our reported results

Changes in the value in our pension plan assets resulting from for example, adverse equity and credit market developments and/or increased pension liabilities resulting from, for example, lower discount rates. Such development may trigger additional pension trust capitalization needs affecting the company’s cash balance negatively

End user demand could also be adversely affected by reduced consumer spending on technology, changed operator pricing, security breaches and trust issues.

We may not be successful in implementing our strategy or in achieving improvements in our earnings.

There can be no assurance that we will be able to successfully implement our strategy to achieve future earnings, growth or create shareholder value. When deemed necessary, we undertake specific restructuring or cost-saving initiatives; however, there are no guarantees that such initiatives will be sufficient, successful or executed in time to deliver any improvements in our earnings.

The telecommunications industry fluctuates and is affected by many factors, including the economic environment, and decisions made by operators and other customers regarding their deployment of technology and their timing of purchases.

The telecommunications industry has experienced downturns in the past in which operators substantially reduced their capital spending on new equipment. While we expect the network service provider equipment market, telecommunications services market and ICT market to grow in the coming years, the uncertainty surrounding the global economic recovery may materially harm actual market conditions. Moreover, market conditions are subject to substantial fluctuation, and could vary geographically and across technologies. Even if global conditions improve, conditions in the specific industry segments in which we participate may be weaker than in other segments. In that case, our revenue and operating results may be adversely affected.

If capital expenditures by operators and other customers are weaker than we anticipate, our revenues, operating results and profitability may be adversely affected. The level of demand from operators and other customers who buy our products and services can change quickly and can vary over short periods of time, including from month to month. Due to the uncertainty and variations in the telecommunications industry, as well as in the ICT industry, accurately forecasting revenues, results, and cash flow remains difficult.

Sales volumes and gross margin levels are affected by the mix and order time of our products and services.

Our sales to operators and other customers represent a mix of equipment, software and services, which normally generate different gross margins. We sell our own products as well as third party products, which normally have lower margins than our own

Ericsson Annual Report on Form 20-F 2014

products. As a consequence, our reported gross margin in a specific period will be affected by the overall mix of products and services as well as the relative content of third party products. Further, network expansions and upgrades have much shorter lead times for delivery than initial network build outs. Orders for such network expansions and upgrades are normally placed at short notice by customers, often less than a month in advance, and consequently variations in demand are difficult to forecast. As a result, changes in our product and service mix and the short order time for certain of our products may affect our ability to accurately forecast sales and margins or detect in advance whether actual results will deviate from market consensus. Short-term variation could have a material adverse effect on our business, operating results, financial condition and cash flow.

We may not be able to properly respond to market trends in the industries in which we operate, including the ongoing convergence of the telecom, data and media industries, which may harm our market position relative to our competitors.

We are affected by market conditions and trends within the industries in which we operate, including the convergence of the telecom, data and media industries. Convergence is largely driven by technological development related to IP-based communications. This has changed the competitive landscape and affects our objective-setting, risk assessment and strategies. Competitors new to our business have entered and may continue to enter this new business context and negatively impact our market share in selected areas. If we fail to understand the market development, or fail to acquire the necessary competencies to develop and sell products, services and solutions that are competitive in this changing business environment, our business, operating results and financial condition will suffer.

Our business depends upon the continued growth of mobile communications and the acceptance of new services. If growth slows or new services do not succeed, operators’ investment in networks may slow or stop, harming our business and operating results.

A substantial portion of our business depends on the continued growth of mobile communications in terms of both the number of subscriptions and usage per subscriber, which in turn drives the continued deployment and expansion of network systems by our customers. If operators fail to increase the number of subscribers and/or usage does not increase, our business and operating results could be materially adversely affected. Also, if operators fail to monetize new services, fail to introduce new business models or experience a decline in operator revenues or profitability, their willingness to further invest in their network systems may decrease which will reduce their demand for our products and services and have an adverse effect on our business, operating results and financial condition.

Fixed and mobile networks converge and new technologies, such as IP and broadband, enable operators to deliver a range of new types of services in both fixed and mobile networks. We are dependent upon market acceptance of such services and the outcome of regulatory and standardization activities in this field, such as spectrum allocation. If delays in standardization, regulation, or market acceptance occur, this could adversely affect our business, operating results and financial condition.

We face intense competition from our existing competitors as well as new entrants, including IT companies entering the telecommunications market, and this could materially adversely affect our results.

The markets in which we operate are highly competitive in terms of price, functionality, service quality, customization, timing of development, and the introduction of new products and services. We face intense competition from significant competitors, many of which are very large, with substantial technological and financial resources and established relationships with operators. Further, certain competitors, Chinese companies in particular, have become relatively stronger in recent years. We also encounter increased competition from new market entrants and alternative technologies are evolving industry standards. In particular, we face competition from large IT companies entering the telecommunications market who benefit from economies of scale due to being active in several industries. We cannot assure that we will be able to compete successfully with these companies. Our competitors may implement new technologies before we do, offer more attractively priced or enhanced products, services or solutions, or they may offer other incentives that we do not provide. Some of our competitors may also have greater resources in certain business segments or geographic markets than we do. Increased competition could result in reduced profit margins, loss of market share, increased research and development costs as well as increased sales and marketing expenses, which could have a material adverse effect on our business, operating results, financial condition and market share. Traffic development on cellular networks could be affected if more traffic is offloaded to Wi-Fi networks. Further, alternative services provided over-the-top have profound effects on operator voice/ SMS revenues with possible reduced capital expenses consequences.

Additionally, we operate in markets characterized by rapidly changing technology. This results in continuous price erosion and increased price competition for our products and services. If our counter measures, including enhanced products and business models or cost reductions cannot be achieved or do not occur in a timely manner, there could be adverse impacts on our business, operating results, financial condition and market share.

Vendor consolidation may lead to stronger competitors who are able to benefit from integration, scale and greater resources.

Industry convergence and consolidation among equipment and services suppliers could potentially result in stronger competitors that are competing as end-to-end suppliers as well as competitors more specialized in particular areas. Consolidation may also result in competitors with greater resources than we have or in reduction of our current scale advantages. This could have a materially adverse effect on our business, operating results, financial condition and market share.

A significant portion of our revenue is currently generated from a limited number of key customers, and operator consolidation may increase our dependence on key customers.

We derive most of our business from large, multi-year agreements with a limited number of significant customers. Many of these agreements are opened up on a yearly basis to renegotiate the price for our products and services and do not contain committed purchase volumes. Although no single customer represented more than 8% of our sales in 2014, our ten largest customers

Ericsson Annual Report on Form 20-F 2014

accounted for 47% of our sales in 2014. A loss of or a reduced role with a key customer could have a significant adverse impact on sales, profit and market share for an extended period.

In recent years, network operators have undergone significant consolidation, resulting in fewer operators with activities in several countries. This trend is expected to continue, and intra-country consolidation is likely to accelerate as a result of competitive pressure. A market with fewer and larger operators will increase our reliance on key customers and may negatively impact our bargaining position and profit margins. Moreover, if the combined companies operate in the same geographic market, networks may be shared and less network equipment and fewer associated services may be required. Network investments could be delayed by the consolidation process, which may include, among others, actions relating to merger or acquisition agreements, securing necessary regulatory approvals, or integration of businesses. Network operators also share parts of their network infrastructure through cooperation agreements rather than legal consolidations, which may adversely affect demand for network equipment. Accordingly, operator consolidation may have a material adverse effect on our business, operating results, market share and financial condition.

Certain long-term agreements with customers still include commitments to future price reductions, requiring us to constantly manage and control our cost base.

Long-term agreements with our customers are typically awarded on a competitive bidding basis. In some cases, such agreements also include a commitment to future price reductions. In order to maintain our gross margin with such price reductions, we continuously strive to reduce the costs of our products through design improvements, negotiation of better purchase prices from our suppliers, allocation of more production to low-cost countries and increased productivity in our own production. However, there can be no assurance that our actions to reduce costs will be sufficient or quick enough to maintain our gross margin in such contracts, which may have a material adverse effect on our business, operating results and financial condition.

Growth of our managed services business is difficult to predict, and requires taking significant contractual risks.

Operators increasingly outsource parts of their operations to reduce cost and focus on new services. To address this opportunity, we offer operators various services in which we manage their networks. The growth rate in the managed services market is difficult to forecast and each new contract carries a risk that transformation and integration of the operations will not be as fast or smooth as planned. Additionally, early contract margins are generally low and the mix of new and old contracts may negatively affect reported results in a given period. Contracts for such services normally cover several years and generate recurring revenues. However, contracts have been, and may in the future be, terminated or reduced in scope, which has negative impacts on sales and earnings. While we believe we have a strong position in the managed services market, competition in this area is increasing, which may have adverse effects on our future growth, business, operating results and profitability.

We depend upon the development of new products and enhancements to our existing products, and the success of our substantial research and development investments is uncertain.

Rapid technological and market changes in our industry require us to make significant investments in technological innovation. We invest significantly in new technology, products and solutions. In order for us to be successful, those technologies, products and solutions must be accepted by relevant standardization bodies and by the industry as a whole. The failure of our research and development efforts to be technically or commercially successful, could have adverse effects on our business, operating results and financial condition. If we invest in the development of technologies, products and solutions that do not function as expected, are not adopted by the industry, are not ready in time, or are not successful in the marketplace, our sales and earnings may materially suffer. Additionally, it is common for research and development projects to encounter delays due to unforeseen problems. Delays in production and research and development may increase the cost of research and development efforts and put us at a disadvantage against our competition. This could have a material adverse effect upon our business, operating results and financial condition.

We engage in acquisitions and divestments which may be disruptive and require us to incur significant expenses.

In addition to in-house innovation efforts, we make strategic acquisitions in order to obtain various benefits such as reduced time-to-market, access to technology and competence, increased scale or to broaden our product portfolio or customer base. Future acquisitions could result in the incurrence of contingent liabilities and an increase in amortization expenses related to goodwill and other intangible assets, which could have a material adverse effect upon our business, operating results, financial condition and liquidity. Risks we could face with respect to acquisitions include:

Difficulties in the integration of the operations, technologies, products and personnel of the acquired company

Risks of entering markets in which we have no or limited prior experience

Potential loss of employees

Diversion of management’s attention away from other business concerns

Expenses of any undisclosed or potential legal liabilities of the acquired company.

From time to time we also divest parts of our business to optimize our product portfolio or operations. Any decision to dispose of or otherwise exit businesses may result in the recording of special charges, such as workforce reduction costs and industry- and technology-related write-offs. We cannot assure that we will be successful in consummating future acquisitions or divestments on favorable terms or at all. The risks associated with such acquisitions and divestments could have a material adverse effect upon our business, operating results, financial condition and liquidity.

We are in, and may enter into new, JV arrangements and have, and may have new, partnerships which may not be successful and expose us to future costs.

Our JV and partnering arrangements may fail to perform as expected for various reasons, including an incorrect assessment of our needs, our inability to take action without the approval of our partners or the capabilities or financial stability of our strategic partners. Our ability to work with these partners or develop new products and solutions may become constrained, which could harm our competitive position in the market.

Ericsson Annual Report on Form 20-F 2014

Additionally, our share of any losses from or commitments to contribute additional capital to such JV’s and partnerships may adversely affect our business, operating results, financial condition and cash flow.

We rely on a limited number of suppliers of components, production capacity and R&D and IT services, which exposes us to supply disruptions and cost increases.

Our ability to deliver according to market demands and contractual commitments depends significantly on obtaining a timely and adequate supply of materials, components, production capacity and other vital services on competitive terms. Although we strive to avoid single-source supplier solutions, this is not always possible. Accordingly, there is a risk that we will be unable to obtain key supplies we need to produce our products and provide our services on commercially reasonable terms, or at all. Failure by any of our suppliers could interrupt our product or services supply or operations and significantly limit sales or increase our costs. To find an alternative supplier or redesign products to replace components may take significant time which could cause significant delays or interruptions in the delivery of our products and services. We have from time to time experienced interruptions of supply and we may experience such interruptions in the future.

Furthermore, our procurement of supplies requires us to predict future customer demands. If we fail to anticipate customer demand properly, an over or under supply of components and production capacity could occur. In many cases, some of our competitors utilize the same manufacturers and if they have purchased capacity ahead of us we could be blocked from acquiring the needed products. This factor could limit our ability to supply our customers and increase costs. At the same time, we commit to certain capacity levels or component quantities, which, if unused, will result in charges for unused capacity or scrapping costs. We are also exposed to financial counterpart risks to suppliers when we pay in advance for supplies. Such supply disruptions and cost increases may negatively affect our business, operating results and financial condition.

Product or service quality issues could lead to reduced revenue and gross margins and declining sales to existing and new customers.

Sales contracts normally include warranty undertakings for faulty products and often include provisions regarding penalties and/or termination rights in the event of a failure to deliver ordered products or services on time or with required quality. Although we undertake a number of quality assurance measures to reduce such risks, product quality or service performance issues may negatively affect our reputation, business, operating results and financial condition. If significant warranty obligations arise due to reliability or quality issues, our operating results and financial position could be negatively impacted by costs associated with fixing software or hardware defects, high service and warranty expenses, high inventory obsolescence expense, delays in collecting accounts receivable or declining sales to existing and new customers.

Due to having a significant portion of our costs in SEK and revenues in other currencies, our business is exposed to foreign exchange fluctuations that could negatively impact our revenues and operating results.

We incur a significant portion of our expenses in SEK. As a result of our international operations, we generate, and expect to continue to generate, a significant portion of our revenue in currencies other than SEK. To the extent we are unable to match revenue received in foreign currencies with costs paid in the same currency, exchange rate fluctuations could have a negative impact on our consolidated income statement, balance sheet and cash flows when foreign currencies are exchanged or translated to SEK, which increases volatility in reported results.

As market prices are predominantly established in USD or EUR, we presently have a net revenue exposure in foreign currencies which means that a stronger SEK exchange rate would generally have a negative effect on our reported results. Our attempts to reduce the effects of exchange rate fluctuations through a variety of hedging activities may not be sufficient or successful, resulting in an adverse impact on our results and financial condition.

Our ability to benefit from intellectual property rights (IPR) which are critical to our business may be limited by changes in regulation limiting patents, inability to prevent infringement, the loss of licenses from third parties, infringement claims brought against us by competitors and others and changes in the area of open standards, especially in light of recent attention on licensing of open standard patents.

Although we have a large number of patents, there can be no assurance that they will not be challenged, invalidated, or circumvented, or that any rights granted in relation to our patents will in fact provide us with competitive advantages.

We utilize a combination of trade secrets, confidentiality policies, nondisclosure and other contractual arrangements in addition to relying on patent, copyright and trademark laws to protect our intellectual property rights. However, these measures may not be adequate to prevent or deter infringement or other misappropriation. In addition, we rely on many software patents, and limitations on the patentability of software may materially affect our business.

Moreover, we may not be able to detect unauthorized use or take appropriate and timely steps to establish and enforce our proprietary rights. In fact, existing legal systems of some countries in which we conduct business offer only limited protection of intellectual property rights, if at all. Our solutions may also require us to license technologies from third parties. It may be necessary in the future to seek or renew licenses and there can be no assurance that they would be available on acceptable terms, or at all. Moreover, the inclusion in our products of software or other intellectual property licensed from third parties on a non-exclusive basis could limit our ability to protect proprietary rights in our products. Many key aspects of telecommunications and data network technology are governed by industry-wide standards usable by all market participants. As the number of market entrants and the complexity of technology increases, the possibility of functional overlap and inadvertent infringement of intellectual property rights also increases. In addition to industry-wide standards, other key industry-wide software solutions are today developed by market participants as free and open source software. Contributing to the development of software developed as free and open source software may limit our ability to enforce applicable patents in the future. Third parties have asserted, and may assert in the future, claims, directly against us or against our customers, alleging infringement of their intellectual property rights. Defending such claims may be expensive, time-consuming and divert the efforts of our management and/or technical personnel. As a result of litigation, we could be required to pay damages and other compensation

Ericsson Annual Report on Form 20-F 2014

directly or to indemnify our customers for such damages and other compensation, develop non-infringing products/technology or enter into royalty or licensing agreements. However, we cannot be certain that such licenses will be available to us on commercially reasonable terms or at all, and such judgments could have a material adverse effect on our business, reputation, operating results and financial condition. Using free and open source software may allow third parties to further investigate our software due to the accessibility of source code. This may in turn make this software more prone to assertions from third parties.

Recent attention on licensing of patents necessary to conduct an open standard (e.g. 2G, 3G and 4G technology), investigations held by antitrust authorities and legislative change could potentially affect Ericsson’s ability to benefit from its patent portfolio in the area of such open standards, which could have a material adverse effect on our business, reputation, operating results and financial condition. Ericsson holds a leading patent portfolio in open standards and possible changes regarding such a portfolio may materially affect our reputation, business, operating results and financial condition.

We are involved in lawsuits and investigations which, if determined against us, could require us to pay substantial damages, fines and/or penalties.

In the normal course of our business we are involved in legal proceedings. These lawsuits include such matters as commercial disputes, claims regarding intellectual property, antitrust, tax and labor disputes. Litigation can be expensive, lengthy and disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult to predict. An unfavorable resolution of a particular lawsuit could have a material adverse effect on our business, operating results, financial condition and reputation.

As a publicly listed company, Ericsson may be exposed to lawsuits in which plaintiffs allege that the Company or its officers have failed to comply with securities laws, stock market regulations or other laws, regulations or requirements. Whether or not there is merit to such claims, the time and costs incurred to defend the Company and its officers and the potential settlement or compensation to the plaintiffs could have significant impact on our reported results and reputation. For additional information regarding certain of the lawsuits in which we are involved, see “Legal Proceedings” in the Board of Directors’ Report.

Our operations are complex and several critical operations are centralized in a single location. Any disruption of our operations, whether due to natural or man-made events, may be highly damaging to the operation of our business.

Our business operations rely on complex operations and communications networks, which are vulnerable to damage or disturbance from a variety of sources. Having outsourced significant portions of our operations, such as IT, finance and HR operations, we depend on the performance of external companies, including their security and reliability measures. Regardless of protection measures, our systems and communications networks are susceptible to disruption due to failure, vandalism, computer viruses, security or privacy breaches, natural disasters, power outages and other events. We also have a concentration of operations on certain sites, including R&D, production, network operation centers, ICT centers and logistic centers and shared services centers, where business interruptions could cause material damage and costs. The delivery of goods from suppliers, and to customers, could also be hampered for the reasons stated above. Interruptions to our systems and communications may have an adverse effect on our operations and financial condition.

Cyber security incidents affecting our business may have a material adverse effect on our business, financial condition, reputation and brand.

Ericsson’s business operations involve areas that are particularly vulnerable to cyber security incidents such as data breaches, intrusions, espionage, know-how and data privacy infringements, leakage and general malfeasance. Examples of these areas include, among others, research and development, managed services, usage of cloud solutions, software development, lawful interception, product engineering, IT, finance and HR operations. Any cyber security incident including unintended use, involving our operations, product development, services, our third party providers or installed product base, could cause severe harm to Ericsson and could have a material adverse effect on our business, financial condition, reputation and brand.

Ericsson relies heavily on third parties to whom we have out-sourced significant aspects of our IT infrastructure, product development, engineering services, finance and HR operations. While we have taken precautions relating to the selection, integration and ongoing management of these third parties, any event or attack that is caused as a result of vulnerabilities in their operations or products supplied to us could have a material adverse effect upon Ericsson, our business, financial condition, reputation and brand, potentially slowing operations, leaking valuable intellectual property or sensitive information or damaging our products which have been installed in our customers’ networks.

We must continue to attract and retain highly qualified employees to remain competitive.

We believe that our future success largely depends on our continued ability to hire, develop, motivate and retain engineers and other qualified personnel needed to develop successful new products, support our existing product range and provide services to our customers.

Competition for skilled personnel and highly qualified managers in the industries in which we operate remains intense. We are continuously developing our corporate culture, remuneration, promotion and benefits policies as well as other measures aimed at empowering our employees and reducing employee turnover. However, there are no guarantees that we will be successful in attracting and retaining employees with appropriate skills in the future, and failure in retention and recruiting could have a material adverse effect on our business and brand.

If our customers’ financial conditions decline, we will be exposed to increased credit and commercial risks.

After completing sales to customers, we may encounter difficulty collecting accounts receivables and could be exposed to risks associated with uncollectable accounts receivable. We regularly assess the credit worthiness of our customers and based on that we determine a credit limit for each one of them. Challenging economic conditions have impacted some of our customers’ ability to pay their accounts receivables. Although our credit losses have historically been low and we have policies and procedures for managing customer finance credit risk we may be unable to avoid

Ericsson Annual Report on Form 20-F 2014

future losses on our trade receivables. We have also experienced demands for customer financing, and in adverse financial markets or more competitive environments, those demands may increase. Upon the financial failure of a customer, we may experience losses on credit extended and loans made to such customer, losses relating to our commercial risk exposure, and the loss of the customer’s ongoing business. If customers fail to meet their obligations to us, we may experience reduced cash flows and losses in excess of reserves, which could materially adversely impact our operating results and financial condition.

We rely on various sources for short-term and long-term capital for the funding of our business. Should such capital become unavailable or available in insufficient amounts or unreasonable terms, our business, financial condition and cash flow may materially suffer.

Our business requires a significant amount of cash. If we do not generate sufficient amounts of capital to support our operations, service our debt and continue our research and development and customer finance programs, or if we cannot raise sufficient amounts of capital at the required times and on reasonable terms, our business is likely to be adversely affected. Access to funding may decrease or become more expensive as a result of our operational and financial condition, market conditions, including financial conditions in the Eurozone, or due to deterioration in our credit rating. There can be no assurance that additional sources of funds that we may need from time to time will be available on reasonable terms or at all. If we cannot access capital on a commercially viable basis, our business, financial condition and cash flow could materially suffer.

Impairment of goodwill or other intangible assets may negatively impact our financial condition and results of operations.

An impairment of goodwill or other intangible assets could adversely affect our financial condition or results of operations. We have a significant amount of goodwill and intangible assets; for example, patents, customer relations, trademarks and software.

Goodwill is the only intangible asset the company has recognized to have indefinite useful life. Other intangible assets are mainly amortized on a straight-line basis over their estimated useful lives, but for no more than ten years, and are reviewed for impairment whenever events such as product discontinuances, product dispositions or other changes in circumstances indicate that the carrying amount may not be wholly recoverable. Those not yet in use are tested for impairment annually.

Historically, we have recognized impairment charges related to intangible assets mainly due to restructuring. Additional impairment charges may be incurred in the future that could be significant due to various reasons, including restructuring actions or adverse market conditions that are either specific to us or the broader telecommunications industry or more general in nature and that could have an adverse effect on our operating results and financial condition.

Negative deviations in actual cash flows compared to estimated cash flows as well as new estimates that indicate lower future cash flows might result in recognition of impairment charges. Estimates require management judgment as well as the definition of cash-generating units for impairment testing purposes. Other judgments might result in significantly different results and may differ from the actual financial condition in the future.

Regulatory, Compliance and Corporate Governance Risk

Ericsson may fail or be unable to comply with laws or regulations and could experience penalties and adverse rulings in enforcement or other proceedings, which could have a material adverse impact on our business, financial condition and brand.

The industries in which we operate are subject to laws and regulations. While Ericsson strives for compliance, we cannot assure that violations do not occur. If we fail to or are unable to comply with applicable laws and regulations, we could experience penalties and adverse rulings in enforcement or other proceedings, which could have a material adverse effect on our business, financial condition and reputation.

Further our business may suffer as a result of changes in laws or regulations which could subject us to liability, increased costs, or reduced product demand and have a material adverse effect on our business, financial condition and brand.

Changes to these regulations may adversely affect both our customers’ and our own operations. For example, regulations imposing more stringent, time-consuming or costly planning and zoning requirements or building approvals for radio base stations and other network infrastructure could adversely affect the timing and costs of network construction or expansion, and ultimately the commercial launch and success of these networks. Similarly, tariff and roaming regulations or rules on network neutrality could also affect operators’ ability or willingness to invest in network infrastructure, which in turn could affect the sales of our systems and services. Additionally, delay in radio frequency spectrum allocation, and allocation between different types of usage may adversely affect operator spending or force us to develop new products to be able to compete.

Further, we develop many of our products and services based on existing regulations and technical standards. Changes to existing regulations and technical standards, or the implementation of new regulations and technical standards relating to products and services not previously regulated, could adversely affect our development efforts by increasing compliance costs and causing delay. Demand for those products and services could also decline. Regulatory changes in license fees, environmental, health and safety, privacy and other regulatory areas may increase costs and restrict our operations or the operations of network operators and service providers. Also indirect impacts of such changes and regulatory changes in other fields, such as pricing regulations, could have an adverse impact on our business even though the specific regulations may not apply directly to our products or us.

Our substantial international operations are subject to uncertainties which could affect our operating results.

We conduct business throughout the world and are subject to the effects of general global economic conditions as well as conditions unique to specific countries or regions. We have customers in more than 180 countries, with a significant proportion of our sales to emerging markets in the Asia Pacific region, Latin America, Eastern Europe, the Middle East and Africa.

Ericsson Annual Report on Form 20-F 2014

Our extensive operations are subject to numerous additional risks, including civil disturbances, economic and geopolitical instability and conflict, pandemics, the imposition of exchange controls, economies which are subject to significant fluctuations, nationalization of private assets or other governmental actions affecting the flow of goods and currency, and difficulty of enforcing agreements and collecting receivables through local legal systems. Further, in certain markets in which we operate, there is a risk of protectionist governmental measures implemented to assist domestic market participants at the expense of foreign competitors. The implementation of such measures could adversely affect our sales or our ability to purchase critical components.

We must always comply with relevant export control regulations and sanctions or other trade embargoes in force in all parts of the business process. The political situation in parts of the world, particularly in the Middle East, remains uncertain and the level of sanctions is still high. A universal element of these sanctions is the financial restrictions with respect to individuals and/or legal entities, but sanctions can also restrict certain exports and ultimately lead to a complete trade embargo towards a country. In particular, the sanctions towards Iran are still significant in scope, although in part temporarily and conditionally recently relieved. The EU exemption for certain standard telecom equipment is still maintained. Even so, there is a risk in many of these countries of unexpected changes in regulatory requirements, tariffs and other trade barriers, price or exchange controls, or other governmental policies which could limit our operations and decrease our profitability. Further export control regulations, sanctions or other forms of trade restrictions imposed on countries in which we are active may result in a reduction of commitment in those countries. The need to terminate activities as a result of further trade restrictions may also expose us to customer claims and other actions. Although we seek to comply with all such regulations, there can be no assurance that we are or will be compliant with all relevant regulations at all times. Such violations could have material adverse effects on our business, operating results, reputation and brand.

There has been a growing concern reported by media and others, that certain countries may use features of their telecommunications systems in violation of human rights. This may adversely affect the telecommunications business and may have a negative impact on our reputation and brand.

We may fail to comply with our corporate governance standards which could negatively affect our business, operating results, financial condition, reputation and our brand.

We are subject to corporate governance laws and regulations and are also committed to several corporate responsibility and sustainability initiatives. In some of the countries where we operate, corruption risks are high. In addition, there is higher focus on anti-corruption, for example with changed legislation in many countries. To ensure that our operations are conducted in accordance with applicable requirements, our management system includes a Code of Business Ethics, a Code of Conduct and a Sustainability Policy, as well as other policies and directives to govern our processes and operations. Our commitment to apply the UN Global Compact principles, the UN Guiding Principles for Business and Human Rights and principles of the Partnering Against Corruption Initiative to our operation cannot fully prevent unintended or unlawful use of our technology by democratic and non-democratic regimes, violation of our Code of Business Ethics, corruption or violations of our Code of Conduct in the supply chain. While we attempt to monitor and audit internal compliance with the policies and directives as well as our suppliers’ adherence to our Code of Conduct and strive for continuous improvements, we cannot provide any assurances that violations will not occur which could have material adverse effects on our business, operating results, reputation and brand.

Failure to comply with environmental, health and safety regulations in many jurisdictions may expose us to significant penalties and other sanctions.

We are subject to certain environmental, health and safety laws and regulations that affect our operations, facilities, products and services in each of the jurisdictions in which we operate. While we believe that we are in compliance with all material laws and regulations related to the environment, health, and safety that apply to us, we can provide no assurance that we have been, are, or will be compliant with these regulations. If we have failed or fail to comply with these regulations, we could be subject to significant penalties and other sanctions that could have a material adverse effect on our business, operating results, financial condition, reputation and brand. Additionally, there is a risk that we may have to incur expenditures to cover environmental and health liabilities to maintain compliance with current or future laws and regulations or to undertake any necessary remediation. It is difficult to reasonably estimate the future impact of environmental matters, such as climate change and weather events, including potential liabilities. This is due to several factors, particularly the length of time often involved in resolving such matters. Adverse future events, regulations, or judgments could have a material adverse effect on our business, operating results, financial condition, reputation and brand.

Potential health risks related to electromagnetic fields may subject us to various product liability claims and result in regulatory changes.

The mobile telecommunications industry is subject to claims that mobile handsets and other devices that generate electromagnetic fields expose users to health risks. At present, a substantial number of scientific studies conducted by various independent research bodies have indicated that electromagnetic fields, at levels within the limits prescribed by public health authority safety standards and recommendations, cause no adverse effects to human health. However, any perceived risk or new scientific findings of adverse health effects from mobile communication devices and equipment could adversely affect us through a reduction in sales or through liability claims. Although Ericsson’s products are designed to comply with all current safety standards and recommendations regarding applicable electromagnetic fields, we cannot guarantee that we will not become the subject of product liability claims or be held liable for such claims or be required to comply with future regulatory changes that may have an adverse effect on our business, operating results, financial condition, reputation and brand.

Ericsson Annual Report on Form 20-F 2014

Regulations related to “conflict minerals” may cause us to incur additional expenses, and may make our supply chain more complex.

In 2012, the US Securities and Exchange Commission (“SEC”) adopted a rule requiring disclosures of specified minerals ( “conflict minerals”) that are necessary to the functionality or production of products manufactured or contracted to be manufactured by companies that file periodic reports with the SEC, whether or not these products or their components are manufactured by third parties. While we believe that we will be able to fulfill these requirements without materially affecting our costs or access to materials we can provide no assurance that there will not be material costs associated with complying with the disclosure requirements. These requirements could adversely affect the sourcing, availability and pricing of minerals used in the manufacture of certain of our products. In addition, since our supply chain is complex, we may not be able to sufficiently verify the origins for these minerals contained in our products through the due diligence procedures that we implement, which may harm our reputation. We may also encounter challenges if customers require that all of the components of our products be certified as conflict-free.

Risks associated with owning Ericsson shares

Our share price has been and may continue to be volatile, especially as technology companies, securities and markets as a whole remain volatile.

Our share price has been volatile due to various factors, including our operating performance as well as the high volatility in the securities markets generally and volatility in telecommunications and technology companies’ securities in particular. Our share price is also likely to be affected by future developments in our market, our financial results and the expectations of financial analysts, as well as statements and market speculation regarding our prospects or the timing or content of any public communications, including reports of operating results, by us or our competitors. Factors other than our financial results that may affect our share price include, but are not limited to:

A weakening of our brand name or other circumstances with adverse effects on our reputation

Announcements by our customers, competitors or us regarding capital spending plans of our customers

Financial difficulties for our customers

Awards of large supply or service contracts

Speculation in the press or investment community about the business level or growth in the telecommunications market

Technical problems, in particular those relating to the introduction and viability of new network systems, including LTE/4G and new platforms such as the RBS 6000 (multi-standard radio base station) platform

Actual or expected results of ongoing or potential litigation

Announcements concerning bankruptcy or investigations into the accounting procedures of ourselves or other telecommunications companies

Our ability to forecast and communicate our future results in a manner consistent with investor expectations.

Currency fluctuations may adversely affect share value or value of dividends.

Because our shares are quoted in SEK on Nasdaq Stockholm (our primary stock exchange), but in USD on NASDAQ New York (ADSs), fluctuations in exchange rates between SEK and USD may affect the value of our shareholders’ investments. In addition, because we pay cash dividends in SEK, fluctuations in exchange rates may affect the value of distributions when converted into other currencies. An increasing part of the trade in our shares is carried out on alternative exchanges or markets, which may lead to less accurate share price information on Nasdaq Stockholm or NASDAQ New York.

Ericsson Annual Report on Form 20-F 2014

FORWARD-LOOKING STATEMENTS

This Annual Report includes forward-looking statements, including statements reflecting management’s current views relating to the growth of the market, future market conditions, future events and expected operational and financial performance. The words “believe,” “expect,” “foresee,” “anticipate,” “assume,” “intend,” “may,” “could,” “plan,” “estimate,” “forecast,” “will,” “should,” “predict,” “aim,” “ambition,” “target,” “might,” or, in each case, their negative, and similar words are intended to help identify forward-looking statements.

Forward-looking statements may be found throughout this document, and include statements regarding:

Our goals, strategies and operational or financial performance expectations

Development of corporate governance standards, stock market regulations and related legislation

The future characteristics of the markets in which we operate

Projections and other characterizations of future events

Our liquidity, capital resources, capital expenditures, our credit ratings and the development in the capital markets, affecting our industry or us

The expected demand for our existing as well as new products and services

The expected operational or financial performance of joint ventures and other strategic cooperation activities

The time until acquired entities will be accretive to income

Technology and industry trends including regulatory and standardization environment, competition and our customer structure

Our plans for new products and services including research and development expenditures.

Although we believe that the expectations reflected in these and other forward-looking statements are reasonable, we cannot assure you that these expectations will materialize. Because forward-looking statements are based on assumptions, judgments and estimates, and are subject to risks and uncertainties, actual results could differ materially from those described or implied herein.

Important factors that could affect whether and to what extent any of our forward-looking statements materialize include, but are not limited to:

Challenging global economic conditions may adversely impact the demand and pricing for our products and services as well as limit our ability to grow.

We may not be successful in implementing our strategy or in achieving improvements in our earnings.

The telecommunications industry fluctuates and is affected by many factors, including the economic environment, and decisions made by operators and other customers regarding their deployment of technology and their timing of purchases.

Sales volumes and gross margin levels are affected by the mix and ordertime of our products and services.

We may not be able to properly respond to market trends in the industries in which we operate, including the ongoing convergence of the telecom, data and media industries, which may harm our market position relative to our competitors.

Our business depends upon the continued growth of mobile communications and the acceptance of new services. If growth slows or new services do not succeed, operators’ investment in networks may slow or stop, harming our business and operating results.

We face intense competition from our existing competitors as well as new entrants, including IT companies entering the telecommunications market, and this could materially adversely affect our results.

Vendor consolidation may lead to stronger competitors who are able to benefit from integration, scale and greater resources.

A significant portion of our revenue is currently generated from a limited number of key customers, and operator consolidation may increase our dependence on key customers.

Certain long-term agreements with customers still include commitments to future price reductions, requiring us to constantly manage and control our cost base.

Growth of our managed services business is difficult to predict, and requires taking significant contractual risks.

We depend upon the development of new products and enhancements to our existing products, and the success of our substantial research and development investments is uncertain.

We engage in acquisitions and divestments which may be disruptive and require us to incur significant expenses.

We are in, and may enter into new JV arrangements and have, and may have new, partnerships which may not be successful and expose us to future costs.

We rely on a limited number of suppliers of components, production capacity and R&D and IT services, which exposes us to supply disruptions and cost increases.

Product or service quality issues could lead to reduced revenue and gross margins and declining sales to existing and new customers.

Due to having a significant portion of our costs in SEK and revenues in other currencies, our business is exposed to foreign exchange fluctuations that could negatively impact our revenues and operating results.

Our ability to benefit from intellectual property rights (IPR) which are critical to our business may be limited by changes in regulation limiting patents, inability to prevent infringement, the loss of licenses from third parties, infringement claims brought against us by competitors and others and changes in the area of open standards, especially in light of recent attention on licensing of open standard patents.

We are involved in lawsuits and investigations which, if deter- mined against us, could require us to pay substantial damages, fines and/or penalties.

Our operations are complex and several critical operations are centralized in a single location. Any disruption of our operations, whether due to natural or man-made events, may be highly damaging to the operation of our business.

Cyber security incidents affecting our business may have a material adverse effect on our business, financial condition, reputation and brand.

Ericsson Annual Report on Form 20-F 2014

We must continue to attract and retain highly qualified employees to remain competitive.

If our customers’ financial conditions decline, we will be exposed to increased credit and commercial risks.

We rely on various capital sources for short-term and long-term capital for the funding of our business. Should such capital become unavailable or available in insufficient amounts or unreasonable terms, our business, financial condition and cashflow may materially suffer.

Impairment of goodwill or other intangible assets may negatively impact financial condition and results of operations.

Ericsson may fail or be unable to comply with laws or regulations and could experience penalties and adverse rulings in enforcement or other proceedings, which could have a material adverse impact on our business, financial condition and brand.

Our substantial international operations are subject to uncertainties which could affect our operating results.

We may fail to comply with our corporate governance standards which could negatively affect our business, operating results, financial condition, reputation and our brand.

Failure to comply with environmental, health and safety regulations in many jurisdictions may expose us to significant penalties and other sanctions.

Potential health risks related to electromagnetic fields may subject us to various product liability claims and result in regulatory changes.

Regulations related to “conflict minerals” may cause us to incur additional expenses, and may make our supply chain more complex.

Our share price has been and may continue to be volatile, especially as technology companies, securities and markets as a whole remain volatile.

Currency fluctuations may adversely affect share value or value of dividends.

Certain of these risks and uncertainties are described further in “Risk factors.” We undertake no obligation to publicly update or revise any forward-looking statements included in this Annual Report, whether as a result of new information, future events or otherwise, except as required by applicable law or stock exchange regulation.

Ericsson Annual Report on Form 20-F 2014

CORPORATE GOVERNANCE REPORT 2014

Corporate governance describes how rights and responsibilities are distributed among corporate bodies according to applicable laws, rules and internal processes. Corporate governance also defines the decision-making systems and structure through which owners directly or indirectly control a company.

“Ericsson’s core values “professionalism, respect and perseverance”, together with Ericsson’s continuous corporate governance focus, have an important role in creating and maintaining a robust corporate culture globally where business is conducted with integrity. I am confident that such robust corporate culture is a key factor for a global organization to maintain competitive and sustainable business operations worldwide.

Important tasks of the Board of Directors are to support and develop talent management, to give Group management clear governance frameworks and mandates, and to set the Group strategy. As Chairman of the Board, I know that the Board needs to have considerable insight in the business activities of Ericsson and in the markets in which Ericsson operates, to provide support to management and add value, while also exercising due control of the business operations. Therefore, I strive to enable an open and meaningful dialogue between the Board and the Group management.

This Corporate Governance Report 2014 aims to describe how Ericsson continuously works with these matters and how we focus on establishing efficient and reliable controls and procedures. I believe that Ericsson’s continuous corporate governance focus and work to create a robust corporate culture build trust, and in turn, generate value for our investors.”

Leif Johansson

Chairman of the Board of Directors

This Corporate Governance Report is rendered as a separate report added to the Annual Report in accordance with the Annual Accounts Act ((SFS 1995:1554) Chapter 6, Sections 6 and 8) and the Swedish Corporate Governance Code.

The report has been reviewed by Ericsson’s auditor in accordance with the Annual Accounts Act. A report from the auditor is appended hereto.

Ericsson’s core values

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Ericsson Annual Report on Form 20-F 2014

Regulation and compliance

External rules

As a Swedish public limited liability company with securities quoted on Nasdaq Stockholm as well as on NASDAQ New York, Ericsson is subject to a variety of rules that affect its governance. Major external rules include:

The Swedish Companies Act

The Rule Book for issuers of Nasdaq Stockholm

The Swedish Corporate Governance Code (the “Code”)

NASDAQ Stock Market Rules, including applicable NASDAQ New York corporate governance requirements (subject to certain exemptions principally reflecting mandatory Swedish legal requirements)

Applicable requirements of the US Securities and Exchange Commission (the “SEC”)

Internal rules

In addition, to ensure compliance with legal and regulatory requirements and the high standards that we set for ourselves, Ericsson has adopted internal rules that include:

A Code of Business Ethics

Group Steering Documents, including Group policies and directives, instructions and business processes for approval, control and risk management

A Code of Conduct, to be applied in product development, production, supply and support of Ericsson products and services worldwide.

The articles of association and the work procedure for the Board of Directors also include internal corporate governance rules.

Code of Business Ethics

Ericsson’s Code of Business Ethics summarizes fundamental Group policies and directives and contains rules to ensure that business is conducted with a strong sense of integrity. This is critical to maintain trust and credibility with Ericsson’s customers, partners, employees, shareholders and other stakeholders.

The Code of Business Ethics contains rules for all individuals performing work for Ericsson, under the staff management of Ericsson or in Ericsson premises, whether as an employee of Ericsson or a subcontractor, or as a private contractor. The Code of Business Ethics has been translated into 30 languages. This ensures that it is accessible to everyone working for Ericsson. During recruitment, employees acknowledge that they are aware of the principles of the Code of Business Ethics. This procedure is repeated during the term of employment. Through this process, Ericsson strives to raise awareness throughout its global operations.

Everyone working for Ericsson has an individual responsibility to ensure that business practices adhere to the Code of Business Ethics.

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Compliance with regulations

Compliance with the Swedish Corporate Governance Code

The Code is based on the principle of “comply or explain” and is published on the website of the Swedish Corporate Governance Board, which administrates the Code: www.corporategovernanceboard.se. Ericsson is committed to complying with best-practice corporate governance on a global level wherever possible. This includes continued compliance with the Code. Ericsson does not report any deviations from the rules of the Code in 2014.

Compliance with applicable stock exchange rules

There has been no infringement of applicable stock exchange rules and no breach of good practice on the securities market reported by the stock exchange’s disciplinary committee or the Swedish Securities Council in 2014.

Ericsson Annual Report on Form 20-F 2014

Governance structure

Shareholders may exercise their decision-making rights in Telefonaktiebolaget LM Ericsson (the “Parent Company”) at General Meetings of shareholders.

A Nomination Committee is appointed each year by the major shareholders in accordance with the Instruction for the Nomination Committee adopted by the Annual General Meeting of shareholders. The tasks of the Nomination Committee include the proposal of an external auditor and Board members for election by the Annual General Meeting of shareholders and proposals of Board member and auditor remuneration.

In addition to the Board members elected by shareholders, the Board of Directors consists of employee representatives and their deputies, which the unions have the right to appoint under Swedish law. The Board of Directors is ultimately responsible for the strategy and the organization of Ericsson and the management of its operations.

The President and CEO, appointed by the Board of Directors, is responsible for handling the day-to-day management of Ericsson in accordance with guidelines from the Board. The President and CEO is supported by the Executive Leadership Team (ELT).

The external auditor of Ericsson is elected by the General Meeting of shareholders.

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Shareholders

Ownership structure

As of December 31, 2014, the Parent Company had 482,025 registered shareholders, of which 470,016 were resident or located in Sweden (according to the share register kept by Euroclear Sweden AB). Swedish institutions held approximately 54.65% of the votes. The largest shareholders as of December 31, 2014 were Investor AB, with 21.50% of the votes, and AB Industrivärden, with 20.05% of the votes (together with Svenska Handelsbankens Pensionsstiftelse and Pensionskassan SHB Försäkringsförening).

A significant number of the shares held by foreign investors are nominee-registered, i.e. held of-record by banks, brokers and/or nominees. This means that the actual shareholder is not displayed in the share register or included in the shareholding statistics.

More information on Ericsson’s shareholders can be found in the chapter “Share Information” in the Annual Report.

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Shares and voting rights

The share capital of the Parent Company consists of two classes of listed shares: A and B shares. Each Class A share carries one vote and each Class B share carries one tenth of one vote. Class A and B shares entitle the holder to the same proportion of assets and earnings and carry equal rights to dividends.

The Parent Company may also issue Class C shares, which shares are used to create treasury stock to finance and hedge long-term variable compensation programs resolved by the General Meeting of shareholders. Class C shares are converted into Class B shares before they are used for long-term variable compensation programs.

In the United States, the Ericsson Class B shares are listed on NASDAQ New York in the form of American Depositary Shares (ADS) evidenced by American Depositary Receipts (ADR). Each ADS represents one Class B share.

The members of the Board of Directors and the Executive Leadership Team have the same voting rights on shares as other shareholders holding the same class of shares.

Ericsson Annual Report on Form 20-F 2014

General Meetings of shareholders

Decision-making at General Meetings

The decision-making rights of Ericsson’s shareholders are exercised at General Meetings of shareholders. Most resolutions at General Meetings are passed by a simple majority. However, the Swedish Companies Act requires qualified majorities in certain cases, for example in case of:

Amendment of the Articles of Association

Resolution to transfer treasury stock to employees participating in long-term variable compensation programs.

The Annual General Meeting of shareholders

The Annual General Meeting of shareholders (AGM) is held in Stockholm. The date and venue for the meeting are announced on the Ericsson website no later than at the time of release of the third-quarter interim financial report in the preceding year.

Shareholders who cannot participate in person may be represented by proxy. Only shareholders registered in the share register have voting rights. Nominee-registered shareholders who wish to vote must request to be entered into the share register by the record date for the AGM.

The AGM is held in Swedish and is simultaneously translated into English. All documentation provided by the Company is available in both Swedish and English.

The AGM gives shareholders the opportunity to raise questions relating to the operations of the Group. Normally, the majority of the members of the Board of Directors and the Executive Leadership Team is present to answer such questions.

The external auditor is always present at the AGM.

Ericsson’s Annual General Meeting 2014

Including shareholders represented by proxy, 2,930 shareholders were represented at the AGM held on April 11, 2014, making up almost 70% of the votes.

The meeting was also attended by members of the Board of Directors, members of the Executive Leadership Team (ELT) and the external auditor.

Decisions of the AGM 2014 included:

Payment of a dividend of SEK 3 per share

Re-election of Leif Johansson as Chairman of the Board of Directors

Re-election of members of the Board of Directors: Roxanne S. Austin, Sir Peter L. Bonfield, Nora Denzel, Börje Ekholm, Alexander Izosimov, Ulf J. Johansson, Sverker Martin-Löf, Kristin Skogen Lund, Hans Vestberg, Jacob Wallenberg and Pär Östberg

Board of Directors’ fees:

Chairman: SEK 3,975,000 (previously SEK 3,850,000)

Other non-employee Board members: SEK 950,000 each (previously SEK 900,000)

Chairman of the Audit Committee: SEK 350,000 (unchanged)

Other non-employee members of the Audit Committee: SEK 250,000 each (unchanged)

Chairmen of the Finance and Remuneration Committees: SEK 200,000 each (unchanged)

Other non-employee members of the Finance and Remuneration Committees: SEK 175,000 each (unchanged)

Approval for part of the Directors’ fees to be paid in the form of synthetic shares

Approval of Guidelines for remuneration to Group management

Implementation of a Long-Term Variable Compensation Program 2014.

The minutes from the AGM 2014 are available on Ericsson’s website.

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Contact the Board of Directors

The Board of Directors Secretariat

SE-164 83 Stockholm

Sweden

boardsecretariat@ericsson.com

Annual General Meeting 2015

Ericsson’s AGM 2015 will take place on April 14, 2015 at Stockholm Waterfront Congress Centre in Stockholm. Further information is available on Ericsson’s website.

Ericsson Annual Report on Form 20-F 2014

Nomination Committee

The Annual General Meeting of shareholders has adopted an Instruction for the Nomination Committee that includes the tasks of the Nomination Committee and the procedure for appointing its members. The instruction applies until the General Meeting of shareholders resolves otherwise. Under the instruction, the Nomination Committee shall consist of:

Representatives of the four largest shareholders by voting power by the end of the month in which the AGM was held, and

The Chairman of the Board of Directors.

The Committee may also include additional members following a request by a shareholder. The request must be justified by changes in the shareholder’s ownership of shares and be received by the Nomination Committee no later than December 31. No fees are paid to the members of the Nomination Committee.

Members of the Nomination Committee

The current Nomination Committee members are:

Petra Hedengran (Investor AB), Chairman of the Nomination Committee

Carl-Olof By (AB Industrivärden, Svenska Handelsbankens Pensionsstiftelse)

Johan Held (AFA Försäkring)

Leif Johansson, Chairman of the Board of Directors

Marianne Nilsson (Swedbank Robur Fonder).

The tasks of the Nomination Committee

The main task of the Committee is to propose Board members for election by the AGM. The Committee must orient itself on the Company’s strategy and future challenges to be able to assess the competence and experience that is required by the Board. In addition, the Committee must consider independence rules applicable to the Board of Directors and its committees.

The Nomination Committee also makes the following proposals, for resolution by the AGM:

Proposal for remuneration to non-employee Directors elected by the AGM and remuneration to the auditor

Proposal for election of auditor, whereby candidates are selected in cooperation with the Audit Committee of the Board

Proposal for election of Chairman at the AGM.

Work of the Nomination Committee for the AGM 2015

The Nomination Committee started its work by going through a checklist of its duties under the Code and the Instruction for the Nomination Committee and by setting a time plan for its work ahead. A good understanding of Ericsson’s business and strategy is important for the members of the Nomination Committee. Therefore, the Committee met with Ericsson’s President and CEO who, together with the Chairman of the Board, presented their views on the Company’s position and strategy.

The Committee was thoroughly informed of the results of the evaluation of the Board work and procedures, including the performance of the Chairman of the Board. On this basis, the Committee has assessed the competence and experience required by Ericsson Board members as well as the need for improvement of the composition of the Board in terms of diversity in age, gender and cultural/geographic background. The Nomination Committee has met with members of the Board of Directors to get their views on the Board work.

The Nomination Committee searches for potential Board member candidates both with a long-term and a short-term perspective. This year, the Committee has made particular efforts to identify potential female candidates that would bring relevant expertise and competence to the Board, while also improving the gender balance. The Nomination Committee considered the need for renewal and diversity and carefully assessed whether the proposed Directors have the capability to devote necessary time and care to the Board work.

The Committee met with the Chairman of the Audit Committee to acquaint itself with the assessments made by the Company and the Audit Committee of the quality and efficiency of external auditor work. The Audit Committee also provided its recommendations on external auditor and audit fees.

As of February 20, 2015 the current Nomination Committee has held eight meetings.

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Contact the Nomination Committee

Telefonaktiebolaget LM Ericsson

The Nomination Committee

c/o General Counsel’s Office

SE-164 83 Stockholm

Sweden

nomination.committee@ericsson.com

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Proposals to the Nomination Committee

Shareholders may submit propos-als to the Nomination Committee at any time, but should do so in due time before the AGM to ensure that the proposals can be considered by the Committee. Further information is available on Ericsson’s website.

Ericsson Annual Report on Form 20-F 2014

Board of Directors

The Board of Directors is ultimately responsible for the organization of Ericsson and the management of Ericsson’s operations. The Board appoints the President and CEO who is responsible for managing the day-to-day operations in accordance with guidelines from the Board. The President and CEO ensures that the Board is updated regularly on issues of importance to Ericsson. This includes updates on business development, results, financial position and liquidity.

Directors serve from the close of one AGM to the close of the next, but can serve any number of consecutive terms.

The President and CEO may be elected a Director of the Board, but, under the Swedish Companies Act, the President of a public company may not be elected Chairman of the Board.

Conflicts of interest

Ericsson maintains rules and regulations regarding conflicts of interest. Directors are disqualified from participating in any decision regarding agreements between themselves and Ericsson. The same applies to agreements between Ericsson and any third party or legal entity in which the Board member has an interest that may be contrary to the interests of Ericsson.

The Audit Committee has implemented a procedure for related-party transactions and a pre-approval process for non-audit services carried out by the external auditor.

Composition of the Board of Directors

The current Board of Directors consists of 12 Directors elected by the shareholders at the AGM 2014 for the period until the close of the AGM 2015. It also consists of three employee representatives, each with a deputy, appointed by the trade unions for the same period of time. The President and CEO, Hans Vestberg, is the only Board member who was also a member of Ericsson’s management during 2014.

Work procedure

Pursuant to the Swedish Companies Act, the Board of Directors has adopted a work procedure and Committee charters outlining rules for the distribution of tasks among the Board, its Committees and the President and CEO. This complements rules in the Swedish Companies Act and in the Articles of Association of the Company. The work procedure and the Committee charters are reviewed, evaluated and adopted by the Board as required and at least once a year.

Independence

The Board of Directors and its Committees are subject to a variety of independence rules under applicable Swedish law, the Code and applicable US securities laws, SEC rules and the NASDAQ Stock Market Rules. Ericsson can rely on exemptions from certain US requirements.

The composition of the Board of Directors meets all applicable independence criteria. The Nomination Committee concluded before the AGM 2014 that, for purposes of the Code, at least seven of the nominated Directors were independent of Ericsson, its senior management and its major shareholders. These were Roxanne S. Austin, Sir Peter L. Bonfield, Nora Denzel, Alexander Izosimov, Leif Johansson, Ulf J. Johansson and Kristin Skogen Lund.

Structure of the work of the Board of Directors

The work of the Board follows a yearly cycle. This enables the Board to appropriately address each of its duties and to keep strategy, risk assessment and value creation high on the agenda. In addition to Board meetings, the annual work cycle of the Board includes two Board Strategic Days held in connection with Board meetings. The Board Strategic Days are described below under Training and Board Strategic Days.

As the Board is responsible for financial oversight, financial information is presented and evaluated at each Board meeting. Furthermore, the Chairmen of each Committee, generally report on Committee work at each Board meeting and minutes from Committee meetings are distributed to all Directors prior to the Board meetings.

At every Board meeting, the President and CEO reports on business and market developments as well as on the financial performance of the Group. Strategic issues and risks are also addressed at most Board meetings. The Board is regularly informed of developments in legal and regulatory matters of importance.

Ericsson Annual Report on Form 20-F 2014

The 2014 annual work cycle of the Board:

Fourth-quarter and full-year financial results meeting

Following the end of the calendar year, the Board held a meeting which focused on the financial results of the entire year 2013 and handled the fourth-quarter financial report.

Board Strategic Day

A Board Strategic Day, focusing on deepening Board member knowledge of matters of strategic importance for Ericsson, was held in connection with a Board meeting in the spring.

Annual Report meeting

At this meeting the Board approved the Annual Report 2013.

Statutory Board meeting

The statutory Board meeting was held in connection with the AGM 2014. At this meeting, members of each of the three Board Committees were appointed and the Board resolved on signatory power.

First interim report meeting

At the next ordinary meeting, the Board handled the interim financial report for the first quarter of the year.

Main strategy meeting

Various strategic issues are addressed at most Board meetings and, in accordance with the annual cycle for the strategy process, a main strategy Board meeting was held, in essence dedicated to short- and long-term strategies of the Group. Following the Board’s input on, and approval of, the overall strategy, the strategy was cascaded throughout the entire organization, starting at the Global Leadership Summit with Ericsson’s top 250 leaders.

Second interim report meeting

At the second interim report meeting, the Board handled the interim financial report for the second quarter of the year.

Follow-up strategy and risk management meeting

Following the summer, a meeting was held to address particular strategy matters in further detail and to finally confirm the Group strategy. The meeting also addressed the overall risk management of the Group.

Board Strategic Day

A Board Strategic Day, focusing on deepening Board member knowledge of matters of strategic importance for Ericsson, was held in connection with a Board meeting in the fall.

Third interim report meeting

A Board meeting was held to handle the interim financial report for the third quarter of the year. At this meeting, the results of the Board evaluation were presented to and discussed by the Board.

Budget and financial outlook meeting

A meeting was held for the Board to address the budget and financial outlook as well as to further analyze internal and external risks.

LOGO

Ericsson Annual Report on Form 20-F 2014

Training and Board Strategic Days

All new Directors receive comprehensive training tailored to their individual needs. Introductory training typically includes meetings with the heads of the business units and Group functions, as well as training arranged by Nasdaq Stockholm on listing issues and insider rules. In addition, the company arranges training for Board members at regular intervals.

Since 2013, bi-annual Board Strategic Days are arranged for Board members in conjunction with ordinary Board meetings, and these Board Strategic Days normally span one full day each. The Board Strategic Days focus on combining strategy issues with making deep dives into issues of importance for the Ericsson Group. The purpose of the Board Strategic Days is to ensure that members of the Board have knowledge and understanding of the business activities of the Group, the business environment and the Group’s strategic options and challenges. Directors’ knowledge in these fields is crucial to allow well-founded Board resolutions, and to ensure that the Company takes due advantage of the different competences of the Directors. The Board Strategic Days also form an important platform for contacts between Directors and talent from different parts of Ericsson’s organization where the Board gets the opportunity to meet Ericsson employees and leaders. Such contacts and meetings are highly valued by the Board as part of the Board’s involvement in Ericsson’s talent management.

As a rule, the Board Strategic Days also include sustainability and corporate responsibility training for the Board members.

Auditor involvement

The Board meets with Ericsson’s external auditor in closed sessions at least once a year to receive and consider the auditor’s observations. The auditor reports to management on the accounting and financial reporting practices of the Group.

The Audit Committee also meets regularly with the auditor to receive and consider observations on the interim reports and the Annual Report. The auditor has been instructed to report on whether the accounts, the management of funds and the general financial position of the Group are presented fairly in all material respects.

In addition, the Board reviews and assesses the process for financial reporting, as described later in “Internal control over financial reporting 2014”. Combined with other steps taken internally, the Board’s and the auditor’s review of the interim and annual reports are deemed to give reasonable assurance of the effectiveness of the internal controls over financial reporting.

Work of the Board of Directors in 2014

In 2014, nine Board meetings were held. For attendance at Board meetings, see the table on page 116.

Strategy and risk management are always high on the Board’s agenda and, during 2014, these matters got even more focus through the bi-annual Board Strategic Days instituted in 2013. The Board Chairman has also had several meetings with different Ericsson talents to further develop Ericsson’s talent management and learn from the organization.

LOGO

Ericsson Annual Report on Form 20-F 2014

Sustainability and corporate responsibility are increasingly important to Ericsson and the Company continuously strives to improve in these areas. Sustainability and corporate responsibility are integrated into Ericsson’s business strategy.

Due to the political unrest in various parts of the world, the Board has continuously monitored the international developments and their possible impact on Ericsson.

During 2014, profitability, cost reductions and efficiency gains have been a focus within Ericsson. Further, the evaluation of the future of Ericsson’s modems business was completed and it was resolved to discontinue the development of modems. The Board also addressed a number of acquisitions, including the acquisitions of Azuki Systems Inc., Fabrix Systems and Metra-Tech Corporation and the acquisition of the business of Ambient Corporation and a majority stake in Apcera, Inc.

Board work evaluation

A key objective of the Board evaluation is to ensure that the Board work is functioning well. This includes gaining an understanding of the issues that the Board thinks warrant greater focus, as well as determining areas where additional competence is needed within the Board and whether the Board composition is appropriate. The evaluation also serves as guidance for the work of the Nomination Committee.

Each year, the Chairman of the Board initiates and leads the evaluation of the Board and Committee work and procedures. Evaluation tools include detailed questionnaires and discussions. The services of an external corporate advisory firm have been retained by the Company to assist in developing questionnaires, carrying out surveys and summarizing responses.

In 2014, all Directors responded to written questionnaires, covering the Director’s individual performance, Board work in general, Committee work and the Chairman’s performance. The Chairman was not involved in the development or compilation of the questionnaire which related to his performance, nor was he present when his performance was evaluated. As part of the evaluation process, the Chairman of the Board also had individual discussions with each of the Directors. The evaluations were thoroughly discussed and an action plan was developed in order to further improve the work of the Board.

Committees of the Board of Directors

The Board of Directors has established three Committees: the Audit Committee, the Finance Committee and the Remuneration Committee. Members of each Committee are appointed for one year from amongst the Board members.

The task of the Committees is mainly to prepare matters for resolution by the Board. However, the Board has authorized each Committee to determine and handle certain issues in limited areas. It may also on occasion provide extended authorization for the Committees to determine specific matters.

If deemed appropriate, the Board of Directors and each Committee have the right to engage independent external expertise, either in general or with respect to specific matters.

Prior to the Board meetings, each Committee submits the minutes from Committee meetings to the Board. The Chairman of the Committee also reports on the Committee work at each Board meeting.

Audit Committee

On behalf of the Board, the Audit Committee monitors the following:

The scope and accuracy of the financial statements

Compliance with legal and regulatory requirements

Internal control over financial reporting

Risk management

The effectiveness and appropriateness of the Group’s anti-corruption program.

LOGO

Ericsson Annual Report on Form 20-F 2014

The Audit Committee also reviews the annual and interim financial reports and oversees the external audit process, including audit fees.

The Audit Committee itself does not perform audit work. Ericsson has an internal audit function which reports directly to the Audit Committee. Ericsson also has an external auditor elected by the AGM.

The Committee is involved in the preparatory work of proposing an auditor for election by the AGM. It also monitors Group transactions and the ongoing performance and independence of the auditor with the aim to avoid conflicts of interest.

In order to ensure the auditor’s independence, the Audit Committee has established pre-approval policies and procedures for non-audit related services to be performed by the external auditor. Pre-approval authority may not be delegated to management.

The Audit Committee also oversees Ericsson’s process for reviewing transactions with related parties and Ericsson’s whistleblower procedures.

Whistleblower procedure

Ericsson’s whistleblower procedure can be used for reporting of alleged violations of laws or the Code of Business Ethics that:

are conducted by Group or local management, and

relate to corruption, questionable accounting or auditing matters or otherwise seriously affect vital interests of the Group or personal health and safety.

Violations reported through the whistleblower procedures are handled by Ericsson’s Group Compliance Forum, consisting of representatives from Ericsson’s internal audit function, Group Function Legal Affairs, Group Security, and Group Function Human Resources. Information regarding any incident is reported to the Audit Committee. Reports include measures taken, details of the responsible Group function and the status of any investigation.

Members of the Audit Committee

The Audit Committee consists of four Board members appointed by the Board. The Audit Committee members appointed by the Board in connection with the AGM 2014 are: Ulf J. Johansson (Chairman of the Committee), Sir Peter L. Bonfield, Kristina Davidsson and Pär Östberg.

The composition of the Audit Committee meets all applicable independence requirements. The Board of Directors has determined that each of Ulf J. Johansson, Sir Peter L. Bonfield and Pär Östberg is an audit committee financial expert, as defined under the SEC rules. Each of them is considered independent under applicable US securities laws, SEC rules and NASDAQ Stock Market Rules and each of them is financially literate and familiar with the accounting practices of an international company, such as Ericsson.

Work of the Audit Committee in 2014

The Audit Committee held six meetings in 2014. Directors’ attendance is reflected in the table on page 116. During the year, the Audit Committee reviewed the scope and results of external financial audits and the independence of the external auditor. It also monitored the external audit fees and approved non-audit services performed by the external auditor in accordance with the Committee’s pre-approval policies and procedures.

The Committee approved the annual audit plan for the internal audit function and reviewed its reports. Prior to publishing it, the Committee also reviewed and discussed each interim report and the annual report with the external auditor.

The Committee monitored the continued compliance with the Sarbanes-Oxley Act as well as the internal control and risk management process. It also reviewed certain related-party transactions in accordance with its established process.

The Committee reviewed and evaluated the effectiveness and appropriateness of the Group’s anti-corruption program.

Finance Committee

The Finance Committee is primarily responsible for:

Handling matters related to acquisitions and divestments

Handling capital contributions to companies inside and outside the Ericsson Group

Raising loans, issuing guarantees and similar undertakings, and approving financial support to customers and suppliers

Continuously monitoring the Group’s financial risk exposure.

The Finance Committee is authorized to determine matters such as:

Direct or indirect financing

Provision of credits

Granting of guarantees and similar undertakings

Certain investments, divestments and financial commitments.

Members of the Finance Committee

The Finance Committee consists of four Board members appointed by the Board. The Finance Committee members appointed by the Board in connection with the AGM 2014 are: Leif Johansson (Chairman of the Committee), Pehr Claesson, Sverker Martin-Löf and Jacob Wallenberg.

Ericsson Annual Report on Form 20-F 2014

Work of the Finance Committee in 2014

The Finance Committee held six meetings in 2014. Directors’ attendance is reflected in the table on page 116. During the year, the Finance Committee approved numerous customer finance credit arrangements and reviewed a number of potential mergers and acquisitions and real estate investments. The Finance Committee spent significant time discussing and securing an adequate capital structure, as well as examining cash flow and working capital performance. It also continuously monitored Ericsson’s financial position, foreign exchange and credit exposures.

Remuneration Committee

The Remuneration Committee’s main responsibilities include:

Reviewing and preparing for resolution by the Board, proposals on salary and other remuneration, including retirement compensation, for the President and CEO.

Reviewing and preparing for resolution by the Board, proposals to the AGM on guidelines for remuneration to the ELT.

Approving proposals on salary and other remuneration, including retirement compensation, for the Executive Vice Presidents and other CEO direct reports.

Reviewing and preparing for resolution by the Board, proposals to the AGM on the Long-Term Variable Compensation Program and similar equity arrangements.

In its work, the Remuneration Committee considers trends in remuneration, legislative changes, disclosure rules and the general global executive remuneration environment. The Committee reviews salary survey data before approving any salary adjustment for CEO direct reports and before preparing salary adjustments for the President and CEO for resolution by the Board.

Members of the Remuneration Committee

The Remuneration Committee consists of four Board members appointed by the Board. The Remuneration Committee members appointed by the Board in connection with the AGM 2014 are: Leif Johansson (Chairman of the Committee), Börje Ekholm, Roxanne S. Austin and Karin Åberg.

An independent expert advisor, Piia Pilv, has been appointed by the Remuneration Committee to advise and assist the Committee.

Work of the Remuneration Committee in 2014

The Remuneration Committee held six meetings in 2014. Directors’ attendance is reflected in the table on page 116.

The Committee reviewed and prepared a proposal for the LTV 2014 for resolution by the Board and further approval by the AGM 2014. The Committee further resolved on salaries and Short-Term Variable remuneration (STV) for 2014 for certain CEO direct reports and prepared proposals regarding remuneration to the President and CEO, for resolution by the Board. The Committee also prepared guidelines for remuneration to the ELT, for resolution by the Board, which were subsequently referred by the Board to the AGM for approval.

The Remuneration Committee additionally concluded its analysis of the current LTV structure and executive remuneration. The resulting proposals on LTV and guidelines for remuneration to the ELT will be referred to the AGM 2015 for resolution.

For further information on fixed and variable remuneration, please see Notes to the consolidated financial statements – Note C28 “Information regarding members of the Board of Directors, the Group management and employees” and the “Remuneration Report” included in the Annual Report.

Ericsson Annual Report on Form 20-F 2014

Directors’ attendance and fees 2014

   Fees resolved by the
AGM 2014
   Number of Board/Committee
meetings attended in 2014
 

Board member

  Board
fees, SEK 1)
  Committee
fees, SEK
   Board   Audit
Committee
   Finance
Committee
   Remuneration
Committee
 

Leif Johansson

   3,975,000    400,000     9       6     6  

Sverker Martin-Löf

   950,000    175,000     9       5    

Jacob Wallenberg

   950,000    175,000     9       6    

Roxanne S. Austin

   950,000    175,000     9         5  

Sir Peter L. Bonfield

   950,000    250,000     9     6      

Nora Denzel

   950,000    —       9        

Börje Ekholm

   950,000    175,000     9         6  

Alexander Izosimov

   950,000    —       9        

Ulf J. Johansson

   950,000    350,000     9     6      

Kristin Skogen Lund

   950,000    —       9        

Hans Vestberg

   —      —       9        

Pär Östberg

   950,000    250,000     9     6      

Pehr Claesson

   13,5002)   —       9       6    

Kristina Davidsson

   13,5002)   —       9     6      

Karin Åberg

   13,5002)   —       9         6  

Rickard Fredriksson

   13,5002)   —       9        

Karin Lennartsson

   12,0002)   —       8        

Roger Svensson

   10,5002)   —       7        
     

 

 

   

 

 

   

 

 

   

 

 

 

Total number of meetings

      9     6     6     6  
     

 

 

   

 

 

   

 

 

   

 

 

 

1)Non-employee Directors can choose to receive part of their Board fee (exclusive of Committee fees) in the form of synthetic shares.
2)Employee representative Board members and their deputies are not entitled to a Board fee but compensation in the amount of SEK 1,500 per attended Board meeting.

Remuneration to Board members

Remuneration to Board members not employed by the Company is proposed by the Nomination Committee for resolution by the AGM.

The AGM 2014 approved the Nomination Committee’s proposal for fees to the non-employee Board members for Board and Committee work. For further information on Board of Directors’ fees 2014, please refer to Notes to the consolidated financial statements—Note C28 “Information regarding members of the Board of Directors, the Group management and employees” in the Annual Report.

The AGM 2014 also approved the Nomination Committee’s proposal that Board members may be paid part of their Board fee in the form of synthetic shares.

A synthetic share gives the right to receive a future cash payment of an amount which corresponds to the market value of a Class B share in Ericsson at the time of payment. The Director’s right to receive payment with regard to allocated synthetic shares occurs, as a main rule, after the publication of the Company’s year-end financial statement during the fifth year following the General Meeting that resolved on the allocation of the synthetic shares. The purpose of paying part of the Board of Directors’ fee in the form of synthetic shares is to further align the Directors’ interests with shareholder interests. For more information on the terms and conditions of the synthetic shares, please refer to the notice convening the AGM 2014 and to the minutes from the AGM 2014, which are available at Ericsson’s website.

Ericsson Annual Report on Form 20-F 2014

Members of the Board of Directors

Board members elected by the AGM 2014

LOGO

Leif Johansson (first elected 2011)

Chairman of the Board of Directors, Chairman of the Remuneration Committee and of the Finance Committee

Born 1951. Master of Science in Engineering, Chalmers University of Technology, Gothenburg, Sweden.

Board Chairman: Astra Zeneca PLC.

Board Member: Svenska Cellulosa Aktiebolaget SCA and Ecolean AB.

Holdings in Ericsson: 41,933 Class B shares1), and 12,000 Class B shares held via endowment insurance3).

Principal work experience and other information: Member of the European Round Table of Industrialists since 2002, and served as Chairman 2009–2014. President of the Royal Swedish Academy of Engineering Sciences since 2012. Chairman of the International Advisory Board of the Nobel Foundation. President and CEO of AB Volvo 1997–2011. Executive Vice President of AB Electrolux 1988–1991, President 1991–1994 and President and CEO of AB Electrolux 1994–1997. Holds honorary Doctorates at Blekinge Institute of Technology, the University of Gothenburg and Chalmers University of Technology. Awarded the Large Gold Medal of the Royal Swedish Academy of Engineering Sciences in 2011.

LOGO

Sverker Martin-Löf (first elected 1993)

Deputy Chairman of the Board of Directors, Member of the Finance Committee

Born 1943. Doctor of Technology and Master of Engineering, KTH Royal Institute of Technology, Stockholm, Sweden.

Board Chairman: Svenska Cellulosa Aktiebolaget SCA, SSAB and AB Industrivärden.

Deputy Board Chairman: Svenska Handelsbanken AB.

Board Member: Skanska AB.

Holdings in Ericsson: 10,400 Class B shares1)

Principal work experience and other information: President and CEO of Svenska Cellulosa Aktiebolaget SCA 1990–2002, where he was employed 1977–1983 and 1986–2002. Previous positions at Sunds Defibrator and Mo och Domsjö AB.

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Jacob Wallenberg (first elected 2011)

Deputy Chairman of the Board of Directors, Member of the Finance Committee

Born 1956. Bachelor of Science in Economics and Master of Business Administration, Wharton School, University of Pennsylvania, USA. Officer of the Reserve, Swedish Navy.

Board Chairman: Investor AB.

Deputy Board Chairman: SAS AB.

Board Member: ABB Ltd, The Knut and Alice Wallenberg Foundation and the Stockholm School of Economics.

Holdings in Ericsson: 2,703 Class B shares1), and 15,026 synthetic shares2).

Principal work experience and other information: Chairman of the Board of Investor AB since 2005. President and CEO of SEB in 1997 and Chairman of SEB’s Board of Directors 1998–2005. Executive Vice President and CFO of Investor AB 1990–1993. Honorary Chairman of IBLAC (Mayor of Shanghai’s International Business Leaders Advisory Council) and member of The European Round Table of Industrialists.

LOGO

Roxanne S. Austin (first elected 2008)

Member of the Remuneration Committee

Born 1961. Bachelor of Business Administration in Accounting, University of Texas, San Antonio, USA.

Board Member: Abbott Laboratories, AbbVie Inc., Target Corporation and Teledyne Technologies Inc.

Holdings in Ericsson: 3,000 Class B shares1), and 26,123 synthetic shares2).

Principal work experience and other information: President of Austin Investment Advisors since 2004. President and CEO of Move Networks Inc. 2009–2010. President and COO of DirecTV 2001–2003. Corporate Senior Vice President and CFO of Hughes Electronics Corporation 1997–2000, which she joined in 1993. Previously a partner at Deloitte & Touche. Member of the California State Society of Certified Public Accountants and the American Institute of Certified Public Accountants.

The Board memberships and holdings in Ericsson reported above are as of December 31, 2014.

1)The number of shares includes holdings by related natural and legal persons, as well as holdings of any ADS, if applicable.
2)Since 2008, the AGM has each year resolved that part of the Board fee may be received in the form of synthetic shares. A synthetic share is a right to receive in the future a payment corresponding to the value of the Class B share in Ericsson at the time of payment. Please see page 116 for further information. Shares held via endowment insurance include shares held under an
3)insurance under which the insurance holder may make investment decisions with respect to the shares
(Sw: “kapitalförsäkring” or “depåförsäkring”) and include holdings by related natural and legal persons, as well as holdings of ADS, if applicable.

Ericsson Annual Report on Form 20-F 2014

LOGO

Sir Peter L. Bonfield (first elected 2002)

Member of the Audit Committee

Born 1944. Honors degree in Engineering, Loughborough University, Leicestershire, UK.

Board Chairman: NXP Semiconductors N.V.

Board Member: GlobalLogic Inc., Mentor Graphics Inc. and Taiwan Semiconductor Manufacturing Company, Ltd.

Holdings in Ericsson: 4,400 Class B shares1), and 7,944 synthetic shares2).

Principal work experience and other information: CEO and Chairman of the Executive Committee of British Telecommunications plc 1996–2002. Chairman and CEO of ICL plc 1985–1996. Positions with STC plc and Texas Instruments Inc. Member of the Advisory Board of the Longreach Group. Board Mentor of CMi. Senior Advisor, Rothschild, London. Chair of Council and Senior Pro-Chancellor, Loughborough University, UK. Fellow of the Royal Academy of Engineering.

LOGO

Nora Denzel (first elected 2013)

Born 1962. Master of Science in Business Administration, Santa Clara University, USA. Bachelor of Science in Computer Science, State University of New York, USA.

Board Member: Advanced Micro Devices, Inc., Outerwall, Inc. and Saba Software.

Holdings in Ericsson: 3,850 Class B shares1) , and 2,976 synthetic shares2).

Principal work experience and other information: Intuit Software (2008– 2012)–Senior Vice President Big Data, Marketing and Social Product Design and General Manager QuickBooks Payroll Division. Previous positions include Senior Vice President and General Manager of HP’s Global Software, Storage and Consulting Divisions (2000–2006), Senior Vice President Product Operations Legato Systems (bought by EMC) and various engineering, marketing and executive positions at IBM. Non-Profit board member of YWCA of Silicon Valley, Ushahidi and the Anita Borg Institute.

LOGO

Börje Ekholm (first elected 2006)

Member of the Remuneration Committee

Born 1963. Master of Science in Electrical Engineering, KTH Royal Institute of Technology, Stockholm, Sweden. Master of Business Administration, INSEAD, France.

Board Chairman: KTH Royal Institute of Technology, Stockholm and NASDAQ OMX Group Inc.

Board Member: Investor AB, AB Chalmersinvest and EQT Partners AB.

Holdings in Ericsson: 30,760 Class B shares1), and 41,178 synthetic shares2).

Principal work experience and other information: President and CEO of Investor AB since 2005. Formerly Head of Investor Growth Capital Inc. and New Investments. Previous positions at Novare Kapital AB and McKinsey & Co Inc. Member of the Board of Trustees of Choate Rosemary Hall.

LOGO

Alexander Izosimov (first elected 2012)

Born 1964. Master of Business Administration, INSEAD, France and Master of Science in Production Management Systems and Computer Science, Moscow Aviation Institute, Russian Federation.

Board Member: Modern Times Group MTG AB, EVRAZ Group S.A., Dynasty Foundation and Transcom WorldWide SA.

Holdings in Ericsson: 1,600 Class B shares1), 50,000 Class B shares held via endowment insurance3), and 9,272 synthetic shares2).

Principal work experience and other information: CEO and President of VimpelCom 2003–2011. Previous positions with Mars Inc., including Member of the Global Executive Board and Regional President for CIS, Central Europe and Nordics. Earlier positions with McKinsey & Co as consultant in the Stockholm and London offices. Served as GSMA Board member 2005–2008 and Chairman of GSMA 2008–2010.

The Board memberships and holdings in Ericsson reported above are as of December 31, 2014.

1)The number of shares includes holdings by related natural and legal persons, as well as holdings of any ADS, if applicable.
2)Since 2008, the AGM has each year resolved that part of the Board fee may be received in the form of synthetic shares. A synthetic share is a right to receive in the future a payment corresponding to the value of the Class B share in Ericsson at the time of payment. Please see page 116 for further information. Shares held via endowment insurance include shares held under an.
3)insurance under which the insurance holder may make investment decisions with respect to the shares (Sw: “kapitalförsäkring” or “depåförsäkring”) and include holdings by related natural and legal persons, as well as holdings of ADS, if applicable

Ericsson Annual Report on Form 20-F 2014

Board members elected by the AGM 2014, cont.

LOGO

Ulf J. Johansson (first elected 2005)

Chairman of the Audit Committee

Born 1945. Doctor of Technology and Master of Science in Electrical Engineering, KTH Royal Institute of Technology, Stockholm, Sweden.

Board Chairman: Acando AB, Eurostep Group AB and Trimble Navigation Ltd.

Board Member: European Institute of Innovation and Technology.

Holdings in Ericsson: 6,435 Class B shares1), and 6,571 synthetic shares2).

Principal work experience and other information: Founder of Europolitan Vodafone AB, where he was the Chairman of the Board 1990–2005. Previous positions at Spectra-Physics AB as President and CEO and at Ericsson Radio Systems AB. Member of the Royal Academy of Engineering Sciences.

LOGO

Kristin Skogen Lund (first elected 2013)

Born 1966. Master of Business Administration, INSEAD, France. Bachelor in International Studies and Business Administration, University of Oregon, USA.

Board Member: None.

Holdings in Ericsson: 5,780 synthetic shares2).

Principal work experience and other information: Director General of the Confederation of Norwegian Enterprise (NHO) since 2012. Executive Vice President and Head of Digital Services and Broadcast and Executive Vice President and Head of Nordic Region, Group Executive Management at Telenor 2010–2012. Previous positions include Chief Executive Officer and Commercial Director at Aftenposten, Chief Executive Officer at Scanpix, Managing Director and Editor in Chief at Scandinavia Online, and several positions at the Coca-Cola Company, Unilever and Norges Eksportråd.

LOGO

Hans Vestberg (first elected 2010)

Born 1965. Bachelor of Business Administration and Economics, University of Uppsala, Sweden.

Board Chairman: Svenska Handbollförbundet.

Board Member: Thernlunds AB.

Holdings in Ericsson: 333,329 Class B shares1).

Principal work experience and other information: President and CEO of Telefonaktiebolaget LM Ericsson since January 1, 2010. Previously, First Executive Vice President, CFO and Head of Group Function Finance and Executive Vice President and Head of Business Unit Global Services. Various positions in the Group since 1988, including Vice President and Head of Market Unit Mexico and Head of Finance and Control in USA, Brazil and Chile. International advisor to the Governor of Guangdong, China and co-chairman of the Russian-Swedish Business Council. Founding member of the Broadband Commission for Digital Development, and heading the Commission’s task group on the post 2015 development agenda. Member of the Leadership Council of the United Nations Sustainable Development Solutions Network.

LOGO

Pär Östberg (first elected 2013)

Member of the Audit Committee

Born 1962. Master of Business Administration, Gothenburg School of Economics, Gothenburg, Sweden.

Board Member: Skanska AB and SSAB.

Holdings in Ericsson: 4,000 Class B shares held via endowment insurance3).

Principal work experience and other information: Executive Vice President of AB Industrivärden since 2012. Executive Vice President at Volvo Group Truck Joint Ventures between January 2012 and October 2012. Several senior managerial positions within the Volvo group including Senior Vice President and President Trucks Asia at AB Volvo, Chairman of the Board of VE Commercial Vehicles Ltd, Senior Vice President and CFO at AB Volvo, CFO at Volvo Trucks France and senior positions at Volvo Treasury Asia Ltd, Singapore and Volvo Treasury Europe AB. Previous positions also include Senior Vice President, CFO at Renault Trucks and positions within Renault Crédit International (RCI) and Renault SA.

The Board memberships and holdings in Ericsson reported above are as of December 31, 2014.

1)The number of shares includes holdings by related natural and legal persons, as well as holdings of any ADS, if applicable.
2)Since 2008, the AGM has each year resolved that part of the Board fee may be received in the form of synthetic shares. A synthetic share is a right to receive in the future a payment corresponding to the value of the Class B share in Ericsson at the time of payment. Please see page 116 for further information.
3)Shares held via endowment insurance include shares held under an insurance under which the insurance holder may make investment decisions with respect to the shares (Sw: “kapitalförsäkring” or “depåförsäkring”) and include holdings by related natural and legal persons, as well as holdings of ADS, if applicable.

Ericsson Annual Report on Form 20-F 2014

Board members and deputies appointed by the unions

LOGO

Pehr Claesson (first appointed 2008)

Employee representative, Member of the Finance Committee

Born 1966. Appointed by the union The Swedish Association of Graduate Engineers.

Holdings in Ericsson: 1,661 Class B shares1).

Employed since 1997. Working with marketing and communication for Consulting and Systems Integration within Business Unit Global Services.

LOGO

Kristina Davidsson (first appointed 2006)

Employee representative, Member of the Audit Committee

Born 1955. Appointed by the union IF Metall.

Holdings in Ericsson: 2,088 Class B shares1).

Employed since 1995. Previously working as a repairer within Business Unit Networks and currently working full time as union representative.

LOGO

Karin Åberg (first appointed 2007)

Employee representative, Member of the Remuneration Committee

Born 1959. Appointed by the union Unionen.

Holdings in Ericsson: 3,577 Class B shares1).

Employed since 1998. Working as a Service Engineer within the IT organization.

LOGO

Rickard Fredriksson (first appointed 2012)

Deputy employee representative

Born 1969. Appointed by the union IF Metall.

Holdings in Ericsson: 1,688 Class B shares1).

Employed since 2000. Previously working as machine operator within Business Unit Networks and currently working full time as union representative.

LOGO

Karin Lennartsson (first appointed 2010)

Deputy employee representative

Born 1957. Appointed by the union Unionen.

Holdings in Ericsson: 667 Class B shares1).

Employed since 1976. Working as Process Expert within Group Function Business Excellence & Common Functions.

LOGO

Roger Svensson (first appointed 2011)

Deputy employee representative

Born 1971. Appointed by the union The Swedish Association of Graduate Engineers.

Holdings in Ericsson: 11,738 Class B shares1).

Employed since 1999. Working as Senior Specialist within Business Unit Networks.

Hans Vestberg was the only Director who held an operational management position at Ericsson in 2014. No Director has been elected pursuant to an arrangement or understanding with any major shareholder, customer, supplier or other person.

1)The number of shares reflects ownership as of December 31, 2014 and includes holdings by related natural and legal persons, as well as holdings of any ADS, if applicable.

Ericsson Annual Report on Form 20-F 2014

Management

The President/CEO and the Executive Leadership Team

The Board of Directors appoints the President and CEO and the Executive Vice Presidents. The President and CEO is responsible for the management of day-to-day operations and is supported by the Executive Leadership Team (the “ELT”). The ELT members as of December 31, 2014, are presented on page 125.

The role of the ELT is to:

Establish a strong corporate culture, a long-term vision and Group strategies and policies, all based on objectives stated by the Board.

Determine targets for operational units, allocate resources and monitor unit performance.

Secure operational excellence and realize global synergies through efficient organization of the Group.

Remuneration to the Executive Leadership Team

Guidelines for remuneration to the ELT were approved by the AGM 2014. For further information on fixed and variable remuneration, see the Remuneration Report and Notes to the consolidated financial statements – Note C28, “Information regarding members of the Board of Directors, the Group management and employees” in the Annual Report.

The Ericsson Group Management System

Ericsson has one global management system, known as the Ericsson Group Management System (EGMS) to drive corporate culture and to ensure that the business is managed:

To fulfill the objectives of Ericsson’s major stakeholders (customers, shareholders, employees).

Within established risk limits and with reliable internal control.

In compliance with relevant applicable laws, listing requirements, governance codes and corporate responsibilities.

The EGMS is a framework consisting of rules and requirements for Ericsson’s business, specified through process and organization descriptions, policies, directives and instructions. The management system is applied in all Ericsson’s operations globally, and its consistency and global reach is designed to build trust in the way Ericsson works. The EGMS is founded on ISO 9001 (international standard for quality management systems) but is designed as a dynamic governance system, enabling Ericsson to adapt the system to evolving demands and expectations, including new legislation as well as customers’ and other stakeholders’ requirements. Ericsson does not implement external requirements without analyzing them and putting them into the Ericsson context.

The EGMS comprises three elements:

Management and control

Ericsson business processes

Organization and resources.

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Ericsson Annual Report on Form 20-F 2014

Management and control

Ericsson’s strategy and target-setting processes consider the demands and expectations of customers as well as other key stakeholders. Ericsson uses balanced scorecards as tools for translating strategic objectives into a set of performance indicators for its operational units. Based on annual strategy work, these scorecards are updated with targets for each unit for the next year and are communicated throughout the organization.

Group-wide policies and directives govern how the organization works and are core elements in managing and controlling Ericsson. The Group Policies and Directives include, among other things, a Code of Business Ethics, a Code of Conduct and accounting and reporting directives to fulfill external reporting requirements.

Ericsson has a Group Steering Documents Committee for purposes of aligning policies and directives with Group strategies, values and structures.

Ericsson business processes

As a market leader, Ericsson utilizes the competitive advantages that are gained through global scale and has implemented common processes and IT tools across all operational units worldwide. Customer requirements are identified, clarified and formalized in Ericsson Business Processes where requirements transform from theory to practice. Ericsson attempts to reduce costs with efficient and effective process flows and with standardized internal controls and performance indicators.

Organization and resources

Ericsson is operated in two dimensions: one operational structure and one legal structure. The operational structure aligns accountability and authority regardless of country borders and supports the process flow with cross-country operations. In the operational structure, Ericsson is organized in group functions, business units and regions. The legal structure is the basis for legal requirements and responsibility as well as for tax and statutory reporting purposes. There are more than 200 legal entities within the Ericsson Group with eighty branch offices with representation (via legal entities, branch and representative offices) in more than 150 countries.

Chief Compliance Officer

Ericsson has a Chief Compliance Officer (CCO), reporting to the General Counsel whose responsibilities among other things include to further develop Ericsson’s anti-corruption compliance program. Attention from senior-management level on anti-corruption and compliance is crucial, as is ensuring that these matters are addressed from a cross-functional perspective. Ericsson’s anti-corruption compliance program is reviewed and evaluated by the Audit Committee at least annually.

Audits, assessments and certification

The purpose of audits and assessments is to determine levels of compliance and to provide valuable information for understanding, analyzing and continually improving performance. Management monitors compliance with policies, directives and processes through internal self-assessment within all units. This is complemented by internal and external audits.

Due to demands and requirements from customers and other external stakeholders, Ericsson sometimes needs to take decisions on certification in order to stay competitive in the market. Certification means that Ericsson’s interpretation of standards or requirements are confirmed by a third party assessment.

As the EGMS is a global system, group-wide certificates are issued by a third party certification body proving that the system is efficient throughout the whole organization. Ericsson is currently globally certified to ISO 9001 (Quality), ISO 14001 (Environment) and OHSAS 18001 (Health & Safety). Selected Ericsson units are also certified to additional standards, for example ISO 27001 (Information Security) and TL 9000 (telecom-specific standard). EGMS is also audited within the scope of the audit plan of Ericsson’s internal audit function.

Ericsson’s external financial audits are performed by PricewaterhouseCoopers, and ISO/management system audits by Intertek. Internal audits are performed by the company’s internal audit function which reports to the Audit Committee.

Ericsson conducts audits of suppliers in order to secure compliance with Ericsson’s Code of Conduct, which includes rules that suppliers to the Ericsson Group must comply with.

Risk management

Ericsson’s risk management is integrated into the operational processes of the business, and is a part of the EGMS to ensure accountability, effectiveness, efficiency, business continuity and compliance with corporate governance, legal and other requirements. The Board of Directors is also actively engaged in the Company’s risk management. Risks related to long-term objectives are discussed and strategies are formally approved by the Board as part of the annual strategy process. Risks related to annual targets for the Company are also reviewed by the Board and then monitored continuously during the year. Certain transactional risks require specific Board approval, e.g. acquisitions, management remuneration, borrowing or customer finance in excess of pre-defined limits.

Ericsson Annual Report on Form 20-F 2014

Operational, financial and compliance risks

Operational and financial risk

Operational risks are owned and managed by operational units. Risk management is embedded in various process controls, such as decision tollgates and approvals. Certain cross-process risks are centrally coordinated, such as information security, IT security, corporate responsibility and business continuity and insurable risks. Financial risk management is governed by a Group policy and carried out by the Treasury and Customer Finance functions, both supervised by the Finance Committee. The policy governs risk exposures related to foreign exchange, liquidity/financing, interest rates, credit risk and market price risk in equity instruments. For further information on financial risk management, see Notes to the consolidated financial statements – Note C14, “Trade receivables and customer finance,” Note C19, “Interest-bearing liabilities” and Note C20, “Financial risk management and financial instruments” in the Annual Report.

Compliance risks

Ericsson has implemented Group policies and directives in order to comply with applicable laws and regulations, including a Code of Business Ethics and a Code of Conduct. Risk management is integrated in the Company’s business processes. Policies and controls are implemented to comply with financial reporting standards and stock market regulations.

Risk mitigation

Examples of significant activities to mitigate risks are:

Conducting regular supplier Code of Conduct audits.

Continuously assessing and managing risks relating to Corporate Responsibility.

Conducting business continuity management in an efficient way.

Continuously monitoring information systems to guard against data breaches.

Reviewing top risks and mitigating actions at various internal governance meetings.

Strategic and tactical risks

Strategic risks constitute the highest risk to the Company if not managed properly as they could have a long-term impact. Ericsson therefore reviews its long-term objectives, main strategies and business scope on an annual basis and continuously works on its tactics to reach these objectives and to mitigate any risks identified.

In the annual strategy and target setting process, objectives are set for the next three to five years. Risks are assessed and strategies are developed to achieve the objectives. The strategy process in the Company is well established and involves regions, business units and Group functions. The strategy is summarized and discussed in a yearly Leadership Summit with approximately 250 leaders from all parts of the business. By involving all parts of the business in the process, potential risks are identified early and mitigating actions can be incorporated in the strategy and in the annual target-setting process following the finalization of the strategy.

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Ericsson Annual Report on Form 20-F 2014

Key components in the evaluation of risk related to Ericsson’s long-term objectives include technology development, cyber security related matters, industry and market fundamentals, the development of the economy, the political environment, health and environmental aspects and laws and regulations.

The outcome of the strategy process forms the basis for the annual target-setting process, which involves regions, business units and Group functions. Risks related to the targets are identified as part of this process together with actions to mitigate the identified risks. Follow-up of targets, risks and mitigating actions are reported and discussed continuously in business unit and region steering groups and are reviewed by the Board of Directors.

Ericsson continuously strives to improve its risk management and believes that it is important that the entire global organization takes part in the risk management and strategy work. The risk management framework implemented during 2012 has been further developed and qualified during 2014. For more information on risks related to Ericsson’s business, see the chapter “Risk factors” in the Annual Report.

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Example of risk heat map document

Risk heat maps are generated by business units, regions and Group functions in four risk categories:

Industry & market

Commercial

Operational

Compliance

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Ericsson Annual Report on Form 20-F 2014

Members of the Executive Leadership Team

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Hans Vestberg

President and CEO (since 2010)

Born 1965. Bachelor of Business Administration and Economics, University of Uppsala, Sweden.

Board Chairman: Svenska Handbollförbundet.

Board Member: Telefonaktiebolaget LM Ericsson and Thernlunds AB.

Holdings in Ericsson1): 333,329 Class B shares.

Background: Previously, First Executive Vice President, CFO and Head of Group Function Finance and Executive Vice President and Head of Business Unit Global Services. Various positions in the Group since 1988, including Vice President and Head of Market Unit Mexico and Head of Finance and Control in USA, Brazil and Chile. International advisor to the Governor of Guangdong, China and co-chairman of the Russian-Swedish Business Council. Founding member of the Broadband Commission for Digital Development, and heading the Commission’s task group on the post-2015 development agenda. Member of the Leadership Council of the United Nations Sustainable Development Solutions Network.

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Jan Frykhammar

Executive Vice President, Chief Financial Officer and Head of Group Function Finance (since 2009)

Born 1965. Bachelor of Business Administration and Economics, University of Uppsala, Sweden.

Board Member: The Swedish International Chamber of Commerce and Attendo AB.

Holdings in Ericsson1): 33,291 Class B shares.

Background: Previously Senior Vice President and Head of Business Unit Global Services. Various positions within Ericsson including Sales and Business Control in Business Unit Global Services, CFO in North America and Vice President, Finance and Commercial within the Global Customer Account Vodafone.

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Magnus Mandersson

Executive Vice President (since 2011) and Head of Business Unit Global Services (since 2010)

Born 1959. Bachelor of Business Administration, University of Lund, Sweden.

Board Member: None.

Holdings in Ericsson1): 44,588 Class B shares.

Background: Previously Head of Business Unit CDMA, Market Unit Northern Europe, Global Customer Account Deutsche Telekom AG and Product Area Managed Services. Has also been President and CEO of SEC/Tele2 Europe and COO of Millicom International Cellular S.A.

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Johan Wibergh

Executive Vice President (2010–January 15, 2015) and Head of Segment Networks (2008–January 15, 2015)

Born 1963. Master of Computer Science, Linköping Institute of Technology, Sweden.

Board Member: Confederation of Swedish Enterprise, KTH Royal Institute of Technology and Teknikföretagen.

Holdings in Ericsson1): 74,006 Class B shares.

Background: Head of Business Unit Networks 2008-2014. Previously President of Ericsson Brazil, President of Market Unit Nordic and Baltics and Vice President and Head of Sales at Business Unit Global Services.

The Board memberships and Ericsson holdings reported above are as of December 31, 2014.

1)The number of shares includes holdings by related natural and legal persons, as well as holdings of any ADS, if applicable.

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Ericsson Annual Report on Form 20-F 2014

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Per Borgklint

Senior Vice President and Head of Business Unit Support Solutions (since 2011)

Born 1972. Master of Science in Business Administration, Jönköping International Business School, Sweden.

Board Member: None.

Holdings in Ericsson1): 5,000 Class B shares.

Background: Previously CEO of Net1 (Ice.net), Canal Plus Nordic and Versatel. Has also held several leading positions at Tele2.

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Bina Chaurasia

Senior Vice President, Chief Human Resources Officer and Head of Group Function Human Resources (since 2010)

Born 1962. Master of Science in Management and Human Resources, Ohio State University, USA, and Master of Arts in Philosophy, University of Wisconsin, USA.

Board Member: None.

Holdings in Ericsson1): 36,009 Class B shares.

Background: Joined Ericsson from Hewlett Packard, where she was Vice President of Global Talent Management. Has held senior HR leadership roles at Gap, Sun Microsystems and PepsiCo/Yum.

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Ulf Ewaldsson

Senior Vice President, Chief Technology Officer and Head of Group Function Technology (since 2012)

Born 1965. Master of Science in Engineering and Business Management, Linköping Institute of Technology, Sweden.

Board Member: Lund University.

Holdings in Ericsson1): 29,913 Class B shares.

Background: Previously Head of Product Area Radio within Business Unit Networks. Has held various managerial positions within Ericsson since 1990. Member of the European Cloud Partnership Steering Board.

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Nina Macpherson

Senior Vice President, General Counsel, Head of Group Function Legal Affairs and secretary to the Board of Directors (since 2011)

Born 1958. Master of Laws, LL.M., University of Stockholm, Sweden.

Board Member: The Association for Swedish Listed Companies and the Arbitration Institute of the Stockholm Chamber of Commerce (SCC).

Holdings in Ericsson1): 16,624 Class B shares.

Background: Previously Vice President and Deputy Head of Group Function Legal Affairs at Ericsson. Previous positions also include private practice and in-house attorney. Member of the Swedish Securities Council.

The Board memberships and Ericsson holdings reported above are as of December 31, 2014.

1)The number of shares includes holdings by related natural and legal persons, as well as holdings of any ADS, if applicable.

Ericsson Annual Report on Form 20-F 2014

Members of the Executive Leadership Team, cont.

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Helena Norrman

Senior Vice President, Chief Marketing and Communications Officer and Head of Group Function Marketing and Communications (since November 1, 2014)

Born 1970. Master of International Business Administration, Linköping University, Sweden.

Board Member: None.

Holdings in Ericsson1): 18,243 Class B shares.

Background: Senior Vice President and Head of Group Function Communications 2011-2014. Previously Vice President, Communications Operations at Group Function Communications. Has held various positions within Ericsson’s global communications organization since 1998. Previous positions as communications consultant.

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Mats H. Olsson

Senior Vice President and Head of Asia-Pacific (since 2013)

Born 1954. Master of Business Administration, Stockholm School of Economics, Sweden.

Board Member: None.

Holdings in Ericsson1): 90,051 Class B shares.

Background: International economic advisor to a number of Chinese provincial and municipal governments. Head of Region North East Asia, 2010–2012. Has held various executive positions across the Asia-Pacific region for more than 25 years, including Head of Market Unit Greater China and Head of Market Unit South East Asia.

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Rima Qureshi

Senior Vice President, Chief Strategy Officer, Head of Group Function Strategy and Head of M&A (since May 1, 2014)

Born 1965. Bachelor of Information Systems and Master of Business Administration, McGill University, Montreal, Canada.

Board Member: MasterCard Incorporated and the Supervisory Board of Wolters Kluwer NV.

Holdings in Ericsson1): 9,178 Class B shares.

Background: Senior Vice President Strategic Projects 2013–2014, and Head of Business Unit CDMA Mobile Systems, 2010–2012. Previously Vice President of Strategic Improvement Program and Vice President Product Area Customer Support. Has held various positions within Ericsson since 1993.

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Angel Ruiz

Head of Region North America (since 2010)

Born 1956. Bachelor of Electrical Engineering, University of Central Florida, USA, and Master of Management Science and Information Systems, Johns Hopkins University, USA.

Board Member: CTIA–The Wireless Association and Liberty Mutual Holding Company.

Holdings in Ericsson1): 79,962 Class B shares.

Background: Joined Ericsson in 1990 and has held a variety of technical, sales and managerial positions within the Company, including heading up the global account teams for Cingular/SBC/ BellSouth (now AT&T). Was appointed Head of Market Unit North America in 2001. Member of the US National Security Telecommunications Advisory Committee (NSTAC).

The Board memberships and Ericsson holdings reported above are as of December 31, 2014.

1)The number of shares includes holdings by related natural and legal persons, as well as holdings of any ADS, if applicable.

Ericsson Annual Report on Form 20-F 2014

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Anders Thulin

Senior Vice President, Chief Information Officer and Head of Group Function Business Excellence and Common Functions (since 2013)

Born 1963. Degree in Economics and Business Administration from Stockholm School of Economics, Sweden, including MBA studies at the Western University, Ivey Business School, Canada.

Board Member: None.

Holdings in Ericsson1): 3,677 Class B shares.

Background: Joined Ericsson from McKinsey & Co where he was senior partner. Has more than 20 years of experience in implementing business excellence across diverse industries, including IT and telecom.

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Jan Wäreby

Senior Vice President and Head of Group Function Sales (since November 1, 2014)

Born 1956. Master of Science, Chalmers University, Gothenburg, Sweden.

Board Member: None.

Holdings in Ericsson1): 98,314 Class B shares.

Background: Senior Vice President and Head of Group Function Sales and Marketing 2011-2014. Previously Senior Vice President and Head of Business Unit Multimedia and Executive Vice President and Head of Sales and Marketing for Sony Ericsson Mobile Communications.

The Board memberships and Ericsson holdings reported above are as of December 31, 2014.

1)The number of shares includes holdings by related natural and legal persons, as well as holdings of any ADS, if applicable.

Auditor

According to the Articles of Association, the Parent Company shall have no less than one and no more than three registered public accounting firms as external independent auditor. Ericsson’s auditor is currently elected each year at the AGM pursuant to the Swedish Companies Act for a one-year mandate period. The auditor reports to the shareholders at General Meetings.

The duties of the auditor include:

Updating the Board of Directors regarding the planning, scope and content of the annual audit work

Reviewing the interim reports to assess that the financial statements are presented fairly in all material respects and providing review opinions over the interim reports for the third and fourth quarters and the year-end financial statements

Reviewing and providing an audit opinion over the Annual Report

Advising the Board of Directors of non-audit services performed, the consideration paid and other issues that determine the auditor’s independence.

Auditing work is carried out by the auditor continuously throughout the year. For further information on the contacts between the Board and the auditor, please see “Work of the Board of Directors” earlier in this Corporate Governance Report.

Current auditor

PricewaterhouseCoopers AB was elected auditor at the AGM 2014 for a period of one year, i.e. until the close of the AGM 2015.

PricewaterhouseCoopers AB has appointed Peter Nyllinge, Authorized Public Accountant, to serve as auditor in charge.

Fees to the auditor

Ericsson paid the fees (including expenses) for audit-related and other services listed in the table in Notes to the consolidated financial statements—Note C30, “Fees to auditors” in the Annual Report.

Ericsson Annual Report on Form 20-F 2014

Internal control over financial reporting 2014

This section has been prepared in accordance with the Annual Accounts Act and the Swedish Corporate Governance Code and is limited to internal control over financial reporting.

Since Ericsson is listed in the United States, the requirements outlined in the Sarbanes-Oxley Act (SOX) apply. These regulate the establishment and maintenance of internal controls over financial reporting as well as management’s assessment of the effectiveness of the controls.

In order to support high quality reporting and to meet the requirement of SOX, the Company has implemented detailed documented controls and testing and reporting procedures based on the internationally established 2013 COSO framework for internal control. The COSO framework is issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Management’s internal control report according to SOX will be included in Ericsson’s Annual Report on Form 20-F and filed with the SEC in the United States.

Disclosure policies

Ericsson’s financial disclosure policies aim to ensure transparent, relevant and consistent communication with equity and debt investors on a timely, fair and equal basis. This will support a fair market value for Ericsson securities. Ericsson wants current and potential investors to have a good understanding of how the Company works, including operational performance, prospects and potential risks.

To achieve these objectives, financial reporting and disclosure must be:

Transparent—enhancing understanding of the economic drivers and operational performance of the business, building trust and credibility.

Consistent—comparable in scope and level of detail to facilitate comparison between reporting periods.

Simple—to support understanding of business operations and performance and to avoid misinterpretations.

Relevant—with focus on what is relevant to Ericsson’s stakeholders or required by regulation or listing agreements, to avoid information overload.

Timely—with regularly scheduled disclosures as well as ad-hoc information, such as press releases on important events, performed in a timely manner.

Fair and equal—where all material information is published via press releases to ensure that the whole investor community receives the information at the same time.

Complete, free from material errors and a reflection of best practice – disclosures compliant with applicable financial reporting standards and listing requirements and in line with industry norms.

Ericsson’s website comprises comprehensive information on the Group, including:

An archive of annual and interim reports.

Access to recent news.

Disclosure controls and procedures

Ericsson has controls and procedures in place to allow for timely disclosure in accordance with applicable laws and regulations, including the US Securities Exchange Act of 1934, and under agreements with Nasdaq Stockholm and NASDAQ New York. These procedures also require that such information is provided to management, including the CEO and the CFO, so timely decisions can be made regarding required disclosure.

The Disclosure Committee comprises members with various expertise. It assists management in fulfilling their responsibility regarding disclosures made to the shareholders and the investment community. One of the main tasks of the committee is to monitor the integrity and effectiveness of the disclosure controls and procedures.

Ericsson has investments in certain entities that the Company does not control or manage. With respect to such entities, disclosure controls and procedures are substantially more limited than those maintained with respect to subsidiaries.

Ericsson’s President and CEO and the CFO evaluated the Company’s disclosure controls and procedures and concluded that they were effective at a reasonable assurance level as of December 31, 2014. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

Internal control over financial reporting

Ericsson has integrated risk management and internal control into its business processes. As defined in the COSO framework, internal control is an aggregation of components such as a control environment, risk assessment, control activities, information and communication and monitoring.

During the period covered by the Annual Report 2014, there were no changes to the internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the internal control over financial reporting.

Control environment

The Company’s internal control structure is based on the division of tasks between the Board of Directors and its Committees and the President and CEO. The Company has implemented a management system that is based on:

Steering documents, such as policies, directives and a Code of Business Ethics.

A strong corporate culture.

The Company’s organization and mode of operations, with well-defined roles and responsibilities and delegations of authority.

Several well-defined Group-wide processes for planning, operations and support.

Ericsson Annual Report on Form 20-F 2014

The most essential parts of the control environment relative to financial reporting are included in steering documents and processes for accounting and financial reporting. These steering documents are updated regularly to include, among other things:

Changes to laws.

Financial reporting standards and listing requirements, such as IFRS and SOX.

The processes include specific controls to be performed to ensure high quality financial reports. The management of each reporting legal entity, region and business unit is supported by a financial controller function with execution of controls related to transactions and reporting. The financial controller functions are organized in a number of Company Control Hubs, each supporting a number of legal entities within a geographical area. A financial controller function is also established on Group level, reporting to the CFO.

Risk assessment

Risks of material misstatements in financial reporting may exist in relation to recognition and measurement of assets, liabilities, revenue and cost or insufficient disclosure. Other risks related to financial reporting include fraud, loss or embezzlement of assets and undue favorable treatment of counterparties at the expense of the Company.

Policies and directives regarding accounting and financial reporting cover areas of particular significance to support correct, complete and timely accounting, reporting and disclosure.

Identified types of risks are mitigated through well-defined business processes with integrated risk management activities, segregation of duties and appropriate delegation of authority. This requires specific approval of material transactions and ensures adequate asset management.

Control activities

The Company’s business processes include financial controls regarding the approval and accounting of business transactions. The financial closing and reporting process has controls regarding recognition, measurement and disclosure. These include the application of critical accounting policies and estimates, in individual subsidiaries as well as in the consolidated accounts.

Regular analyses of the financial results for each subsidiary, region and business unit cover the significant elements of assets, liabilities, revenues, costs and cash flow. Together with further analysis of the consolidated financial statements performed at Group level, these procedures are designed to produce financial reports without material errors.

For external financial reporting purposes, the Disclosure Committee performs additional control procedures to review whether the disclosure requirements are fulfilled.

The Company has implemented controls to ensure that financial reports are prepared in accordance with its internal accounting and reporting policies and IFRS as well as with relevant listing regulations. It maintains detailed documentation on internal controls related to accounting and financial reporting. It also keeps records on the monitoring of the execution and results of such controls. This allows the President and CEO and the CFO to assess the effectiveness of the controls in a way that is compliant with SOX.

Entity-wide controls, focusing on the control environment and compliance with financial reporting policies and directives, are implemented in all subsidiaries. Detailed process controls and documentation of controls performed are also implemented in almost all subsidiaries, covering the items with significant materiality and risk.

In order to secure compliance, governance and risk management in the areas of legal entity accounting and taxation, as well as securing funding and equity levels, the Company operates through a Company Control hub structure, covering subsidiaries in each respective geographical area.

Based on a common IT platform, a common chart of account and common master data, the hubs and shared services centers perform accounting and financial reporting services for most subsidiaries.

Information and communication

The Company’s information and communication channels support complete, correct and timely financial reporting by making all relevant internal process instructions and policies accessible to all the employees concerned. Regular updates and briefing documents regarding changes in accounting policies, reporting and disclosure requirements are also supplied.

Subsidiaries and operating units prepare regular financial and management reports for internal steering groups and Company management. These include analysis and comments on financial performance and risks. The Board of Directors receives financial reports monthly. Ericsson has established whistleblower procedures for the reporting of alleged violations that:

are conducted by Group or local management, and

relate to corruption, questionable accounting or auditing matters or otherwise seriously affect vital interests of the Group or personal health and safety.

Monitoring

The Company’s process for financial reporting is reviewed annually by the management. This forms a basis for evaluating the internal management system and internal steering documents to ensure that they cover all significant areas related to financial reporting. The shared service center and company control hub management continuously monitor accounting quality through a set of performance indicators. Compliance with policies and directives is monitored through annual self-assessments and representation letters from heads and company controllers in all subsidiaries as well as in business units and regions.

Ericsson Annual Report on Form 20-F 2014

The Company’s financial performance is also reviewed at each Board meeting. The Committees of the Board fulfill important monitoring functions regarding remuneration, borrowing, investments, customer finance, cash management, financial reporting and internal control. The Audit Committee and the Board of Directors review all interim and annual financial reports before they are released to the market. The Company’s internal audit function reports directly to the Audit Committee. The Audit Committee also receives regular reports from the external auditor. The Audit Committee follows up on any actions taken to improve or modify controls.

Board of Directors

Stockholm, February 20, 2015

Telefonaktiebolaget LM Ericsson (publ)

Org. no. 556016–0680

Ericsson Annual Report on Form 20-F 2014

REMUNERATION REPORT

Introduction

This report outlines how the remuneration policy is implemented throughout Ericsson in line with corporate governance best practice, with specific references to Group management.

The work of the Remuneration Committee in 2014 and the remuneration policy are explained at the beginning of the report, followed by descriptions of plans and their outcome.

More details on the remuneration of Group management and Board members’ fees can be found in the Notes to the Consolidated financial statements—Note C28, “Information regarding members of the Board of Directors, the Group management and employees.”

Board member remuneration is resolved annually by the Annual General Meeting.

The Remuneration Committee

The Remuneration Committee advises the Board of Directors on a regular basis on the remuneration to the Group management, consisting of the Executive Leadership Team (ELT). This includes fixed salaries, pensions, other benefits and short-term and long-term variable compensation, all in the context of pay and employment conditions throughout Ericsson. The Remuneration Committee reviews and prepares for resolution by the Board:

Proposals on salary and other remuneration, including retirement compensation, for the President and CEO.

Proposals on targets for the short-term variable compensation for the President and CEO.

Proposals to the Annual General Meeting on guidelines for remuneration to the ELT.

Proposals to the Annual General Meeting on long-term variable compensation and similar equity arrangements.

The responsibility of the Remuneration Committee is also to:

Approve proposals on salary and other remuneration, including retirement compensation, for the Executive Vice Presidents and other ELT members.

Approve proposals on targets for the short-term variable compensation for the Executive Vice Presidents and other ELT members.

Approve pay out of the short-term variable compensation for the ELT, based on achievements and performance.

The Remuneration Committee’s work forms the foundation for the governance of Ericsson’s remuneration processes, together with Ericsson’s internal systems and audit controls. The Committee is chaired by Leif Johansson and its other members are Börje Ekholm, Roxanne S. Austin, and Karin Åberg. All the members are non-executive directors, independent (except for the employee representative) as required by the Swedish Corporate Governance Code and have relevant knowledge and experience of remuneration matters.

The Company’s General Counsel acts as secretary to the Committee. The President and CEO, the Senior Vice President, Head of Human Resources and the Vice President, Head of Total Rewards attend Remuneration Committee meetings by invitation and assist the Committee in its considerations, except when issues relating to their own remuneration are being discussed.

The Remuneration Committee has appointed an independent expert advisor, Piia Pilv, to assist and advise the Committee. The independent advisor provided no other services to the Company during 2014. The Remuneration Committee is also furnished with national and international pay data collected from external survey providers and can call on other independent expertise, should it so require. The Chairman strives to ensure that contact is maintained, as necessary and appropriate, with shareholders regarding remuneration.

Further information on the Remuneration Committee and its responsibilities can be found in the Corporate Governance Report. These responsibilities, together with the Guidelines for remuneration to Group management (ELT) and the Long-Term Variable (LTV) compensation program is reviewed and evaluated annually in light of matters such as changes to corporate governance best practice or changes to accounting, legislation, political opinion or business practices among peers. This helps to ensure that the policy continues to provide Ericsson with a competitive remuneration strategy.

The Guidelines for remuneration to Group management are, in accordance with Swedish law, brought to shareholders annually for approval.

The Remuneration Committee met six times during the year 2014.

Remuneration policy

Remuneration at Ericsson is based on the principles of performance, competitiveness and fairness. The remuneration policy, together with the mix of remuneration elements, is designed to reflect these principles by creating a balanced remuneration package. The Guidelines for remuneration to Group management 2014, approved by the AGM, can be found in Note C28. The auditor’s report regarding whether the company has complied with the guidelines for remuneration to the ELT during 2014 is posted on the Ericsson website.

Ericsson Annual Report on Form 20-F 2014

The winter meetings focused on following up on results from the 2013 variable compensation programs and preparing proposals to shareholders for the 2014 Annual General Meeting (AGM). Based on the Committee’s proposal, the AGM decided to adjust the 2014 Guidelines for Remuneration to Group management by deleting the reference to normal retirement age between 60 and 65 years. The reason for this change is that all new retirement schemes for ELT members are defined contribution plans and thus the retirement age is not relevant. Also, the Committee proposed to the Board of Directors to approve the LTV 2011 vesting result. In the summer, the committee reviewed alternative LTV plan designs. The Committee based its considerations on business needs, analyses and reviews of the global market trends and feedback from shareholders and institutions. Supported by the independent advisor, the Committee reviewed the competitiveness of the ELT remuneration in the global market. The Committee also reviewed the ELT severance conditions and adjusted two ELT members’ remuneration following a re-organization.

Evaluation of the Guidelines for remuneration to Group management and of the LTV program

The Remuneration Committee supports the Board with the review and evaluation of the Guidelines for remuneration to Group management and Ericsson’s application of these guidelines. The Committee and the Board have concluded that the guidelines remain valid and right for Ericsson and that the guidelines should not be materially changed for 2015.

Furthermore, the Remuneration Committee is of the opinion that the LTV program fulfills the defined objectives to promote “One Ericsson”. The number of participants as of December 1, 2014 was approximately 32,000 employees, compared to 29,000 employees as of December 1, 2013. The evaluation also confirms that the Key Contributor Retention Plan meets the purpose of retaining the Company’s key employees. The voluntary attrition rate among Key Contributors is about two-thirds compared to the attrition rate in the total number of employees. After a thorough review of alternative LTV designs, the Committee concluded not to propose any changes in the 2015 Executive Performance Stock plan, but will continue to explore alternatives.

Total remuneration

When considering the remuneration of an individual, it is the total remuneration that matters. First, the total annual cash compensation is defined, consisting of the target level of short-term variable compensation plus fixed salary. Thereafter, target long-term variable compensation may be added to get to the total target compensation and, finally, pension and other benefits may be added to arrive at the total remuneration.

For the ELT, remuneration consists of fixed salary, short-term and long-term variable compensation, pension and other benefits. If the size of any one of these elements is increased or decreased when setting the remuneration, at least one other element has to change if the competitive position is to remain unchanged.

The remuneration costs for the CEO and the ELT are reported in Note C28.

Fixed salary

When setting fixed salaries, the Remuneration Committee considers the impact on total remuneration, including pensions and associated costs. The absolute levels are determined based on the size and complexity of the position and the year-to-year performance of the individual. Together with other elements of remuneration, ELT salaries are subject to an annual review by the Remuneration Committee, which considers external pay data to ensure that levels of pay remain competitive and appropriate to the remuneration policy.

Variable compensation

Ericsson strongly believes that, where possible, variable compensation should be encouraged as an integral part of total remuneration. First and foremost, this aligns employees with clear and relevant targets, but it also enables more flexible payroll costs and emphasizes the link between performance and pay.

All variable compensation plans have maximum award and vesting limits. Short-term variable compensation is to a greater extent dependent on the performance of the specific unit or function, while long-term variable compensation is dependent on the achievements of the Ericsson Group.

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Ericsson Annual Report on Form 20-F 2014

Summaries of 2014 short- and long-term variable compensation

What we call it

What is it?

What is the objective?

Who participates?

How is it earned?

Short-term: Compensation delivered over twelve months or less

Fixed salaryFixed compensation paid at set timesAttract and retain employees, delivering part of annual compensation in a predictable formatAll employeesMarket appropriate levels
set according to position
and evaluated according
to individual
performance
Short-Term Variable compensation (STV)A variable plan that is measured and paid over a single yearAlign employees with clear and relevant targets, providing an earnings opportunity in return for performance, and flexible costEnrolled employees, including Executive Leadership Team. Approximately 86,000 in 2014Achievements against set
targets. Reward can
increase to up to twice
the target level and
decrease to zero,
depending on
performance
Sales Incentive PlansTailored versions of the STVAs for STV, tailored for local or business requirements, such as salesEmployees in sales. Approximately 3,000 in 2014Similar to STV. All plans
have maximum award
and vesting limits

Long-term: Compensation delivered over three years or more

Stock Purchase Plan (SPP)All-employee stock-based planReinforce a “One Ericsson” mentality and align employees’ interests with those of shareholdersAll employees are eligibleBuy one share and it will
be matched by one share
after three years if still
employed
Key Contributor Retention Plan (KC)Share-based plan for selected individualsRecognize, retain and motivate key contributors for performance, critical skills and potentialUp to 10% of employeesIf selected, get one more
matching share in
addition to the SPP one
Executive Performance Stock Plan (EPSP)Share-based plan for senior managersCompensation for long-term commitment and value creationSenior managers, including Executive Leadership TeamGet up to four, six or, for
CEO, nine further shares
matched to each SPP
share for long-term
performance

Ericsson measures business performance according to five categories of measurements derived from the overall strategy: growing sales faster than market, best-in-class operating margin, strong cash conversion, customer satisfaction and employee engagement. These categories form the basis for the short- and long-term variable compensation programs and set the framework of what measurements shall be used for variable compensation.

Short-term variable compensation

Annual variable compensation is delivered through cash-based programs. Specific business targets are derived from the annual business plan approved by the Board of Directors and, in turn, defined by the Company’s long-term strategy. Ericsson strives to grow faster than the market with best-in-class margins and strong cash conversion and therefore the starting point is to have three core targets:

Net sales growth

Operating income

Cash flow

For the ELT, targets are thus predominantly financial at either Group level (for Heads of Group functions) or at the individual unit level (for Heads of regions or business units) and may also include operational targets like customer satisfaction and employee engagement.

The chart on previous page illustrates how payouts to the ELT have varied with performance over the past five years.

The Board of Directors and the Remuneration Committee decide on all targets for Group management which are cascaded to unit-related targets throughout the Company, always subject to a two-level management approval process. The Remuneration Committee monitors the appropriateness and fairness of Group target levels throughout the performance year and has the authority to revise them should they cease to be relevant or stretching or to enhance shareholder value.

During 2014, approximately 89,000 employees participated in short-term variable compensation plans.

Short-term variable compensation structure

   Short-term variable compensation
as percentage of fixed salary
  Percentage of short-term variable
compensation maximal opportunity
 
   Target
level
  Maximum
level
  Actual paid  Group  financial
targets
  Unit/functional
financial  targets
  Non-financial
targets
 

CEO 2013

   40  80  25  100  0  0

CEO 2014

   80  160  99  100  0  0

Average ELT 20131)

   37  74  36  53  25  22

Average ELT 20141)

   54  107  59  46  23  31

1)Excludes CEO, differences in target and maximum levels from year to year are due to changes in the composition of the ELT.

Long-term variable compensation

Share-based long-term variable compensation plans are submitted each year for approval by shareholders at the AGM. All long-term variable compensation plans are designed to form part of a well-balanced total remuneration package and to span over a minimum of three years. As these are variable plans, outcomes are unknown and rewards depend on long-term personal investment, corporate performance and resulting share price performance. During 2014, share-based compensation was made up of three different but linked plans: the all-employee Stock Purchase Plan, the Key Contributor Retention Plan and the Executive Performance Stock Plan.

The Stock Purchase Plan

The all-employee Stock Purchase Plan is designed to offer, where practicable, an incentive for all employees to participate. This reinforces “One Ericsson,” aligned with shareholder interests. Employees can save up to 7.5% of gross fixed salary (the President and CEO can save up to 10% of gross fixed salary and short-term variable compensation) for purchase of Class B shares at market price on NASDAQ OMXNasdaq Stockholm or ADSs on NASDAQ New York (contribution shares) over a 12-month period. If the contribution shares are retained by the employee for three years after the investment and employment with the Ericsson Group continues during that time, the employee’s shares will be matched with a corresponding number of Class B shares or ADSs, as applicable. The plan was introduced in 2002 and employees in 71 countries participated during its first year. In December 2013,2014, the number of participants was over 29,000,32,000, or approximately 29%30% of eligible employees in 100102 countries.

Participants save each month, beginning with the August payroll, towards quarterly investments. These investments (in November, February, May and August) are matched on the third anniversary of each such investment and hence the matching spans over two financial years and two tax years.

The Key Contributor Retention Plan

The Key Contributor Retention Plan is part of Ericsson’s talent management strategy. It is designed to recognize individuals for performance, critical skills and potential as well as to encourage retention of key employees.

Ericsson Annual Report on Form 20-F 2014

Under the program, operating units around the world can nominate up to 10% of employees worldwide. Each unit nominates individuals that have been identified according to performance, critical skills and potential. The nominations are calibrated in management teams locally and are reviewed by both local and corporate Human Resources to ensure that there is a minimum of bias and a strong belief in the system.

Participants selected obtain one extra matching share in addition to the one matching share for each contribution share purchased under the Stock Purchase Plan during a 12-month investment period. The plan was introduced in 2004.

Ericsson Annual Report on Form 20-F 2013

Short-term variable compensation structure

    Short-term variable compensation
as percentage of fixed salary
  Percentage of short-term variable
compensation maximal opportunity
 
   Target
level
  Maximum
level
  Actual paid
for 2012
  Group financial
targets
  Unit/functional
financial targets
  Non-financial
targets
 

CEO 2012

   40  80  32  90  0  10

CEO 2013

   40  80  25  100  0  0

Average ELT 20121)

   36  72  37  49  27  24

Average ELT 20131)

   37  74  36  53  25  22

1)Excludes CEO—differences in target and maximum levels from year to year are due to changes in the composition of the ELT.

The Executive Performance Stock Plan

The Executive Performance Stock Plan was first introduced in 2004. The plan is designed to focus management on driving long-term financial performance and to provide market-competitive remuneration. Senior managers, including the ELT, are selected to obtain up to four or six extra shares (performance-matching shares). This is in addition to the one matching share for each contribution share purchased under the all-employee Stock Purchase Plan. Performance matching is subject to the fulfillment of performance targets. Since 2010, the President and CEO may obtain up to nine performance-matching shares in addition to the Stock Purchase Plan matching share for each contribution share.

In the 2004 to 2010 plans, the performance targets were Earnings Per Share (EPS) targets.

To support the long-term strategy and value creation of the Company, new targets have been in place since the 2011 plan. At the AGM 2013,2014, the following targets for the 20132014 Executive Performance Stock Plan were resolved on proposal by the Board:

 

Net Sales Growth: Up to one-third of the award will vest if the compound annual growth rate of consolidated net sales is between 2 and 8% comparing 20152016 financial results to 20122013.

 

Operating Income Growth: Up to one-third of the award will vest if the compound annual growth rate of consolidated operating income is between 5 and 15% comparing 20152016 financial results to 20122013.

 

Cash Conversion: Up to one third of the award will vest if cash conversion is at or above 70% during each of the years 2013-20152014-2016 and vesting one ninth of the total award for each year the target is achieved.

Before the number of performance shares to be matched are finally determined, the Board of Directors shall examine whether the performance matching is reasonable considering the Company’s financial results and position, conditions on the stock market and other circumstances, and if not, as determined by the Board of Directors, reduce the number of performance shares to be matched to the lower number of shares deemed appropriate by the Board of Directors. When undertaking its evaluation of performance, the Board of Directors will consider, in particular, the impact of larger acquisitions, divestitures, the creation of joint ventures and any other significant capital event on the three targets on a case-by-case basis.

Benefits and terms of employment

Pension benefits follow the competitive practice in the employee’s home country and may contain various supplementary plans, in addition to any national system for social security. Where possible, pension plans are operated on a defined contribution basis. Under these plans, Ericsson pays in contributions but does not guarantee the ultimate benefit, unless local regulations or legislation prescribe that defined benefit plans that do give such guarantees have to be offered.

For the President and CEO and other members of the ELT employed in Sweden before 2011, a supplementary pension plan is applied in addition to the occupational pension plan for salaried staff on the Swedish labor market (ITP). The retirement age for these ELT members is normally 60 years.

The ELT members employed in Sweden from 2011 are normally covered by the defined contribution plan under the ITP1 scheme, with a retirement age of 65 years.

For members of the ELT who are not employed in Sweden, local market competitive pension arrangements apply.

Other benefits, such as company cars and medical insurance, are also set to be competitive in the local market. The ELT members may not receive loans from the Company.

The ELT members locally employed in Sweden have a mutual notice period of up to six months. Upon termination of employment by the Company, severance pay can amount to up to 18 months’ fixed salary. For other ELT members, different notice periods and severance pay agreements apply; however, no agreement exceeds the notice period of six months or the severance pay period of 18 months.

REMUNERATION POLICY IN PRACTICERemuneration policy in practice

Ericsson has taken a number of measures since 2011over the years to enhance the understanding of how the company translates remuneration principles and policy into practice. The first step was the launch of an internal remuneration website, in January 2011. The site containswhich provides e-learning and training programsprogram solutions targeted atfor line managers. It supports more informed decisionsThis was followed by the development and better communication to the wider employee population. The next step in this development was the implementation of an Integrated Human Resources IT tool in 2012. The first phase was launched to all managers in Ericsson in November 2012 and covered performance management, talent planning, variable compensation and annual salary review. The second implementation phasetool. During 2014 enhancements of thisthe IT tool with enhancements and increased scope, was launched at the endintensified briefings of 2013.line managers on pay principles and their practical execution enabled further progress towards a globally consistent implementation of core principles while allowing room for adaptation to local legislation and pay markets.

Ericsson Annual Report on Form 20-F 20132014

ERICSSON AND THE CAPITAL MARKET

Purpose of the capital markets communications

Ericsson’s overall goal is to create shareholder value. This is achieved through a number of objectives, both financial and non-financial, including growing faster than the market with best-in-class margins and strong cash conversion.

The communication with the capital market aims to support the Company’s overall goal by ensuring increased understanding and decreased volatility through transparency and clear messages. The Investor Relations department serves as the bridge between the Company’s strategic planning, development and activities, and the external valuation and perception.

Transparency means giving transparent, relevant and consistent communication, on a timely, fair and equal basis and making sure the stakeholders are updated. Over the years, the stakeholders have become more diverse, which has increased the importance of clear and concise messages to the financial market.

Goals and measurement

Perception studies are carried out on a regular basis to gauge the perceptions of messages at capital markets days, the web site, road shows and the availability of IR and the executive management.

Ericsson aims to maintain a long-term relationship with its owners, and the IR department monitors shareholder turnover on a regular basis.

IR activities are linked to the Company strategy and development

Throughout the year, the IR department carries out a number of activities aiming at meeting the goals of transparent communication and increased understanding; capital markets days, road shows, meetings with investors and analysts etc. IR also participates in all communications surrounding the Company’s activities, product launches, quarterly earnings, M&A-activities etc, to ensure that financial communication is clear and relevant for the capital market.

Working with other functions in the company

IR also works together with other Group functions, e.g. Strategy and Treasury. While communication with the rating institutions primarily falls with Treasury, the IR department is also involved on a regular basis.

With strong growth in Ericsson’s operations in the US, coupled with a larger shareholder base, the US market has grown in importance in recent years. To match strong operations with local funding, Ericsson launched a bond program in the US in 2012. Treasury and IR do a joint annual roadshow to meet bondholders in the US market.

Activities at Industry events

IR also participates at important industry events such as the annual Mobile World Congress. The IR activities include communication relating to important Company news, but also setting up meetings between Company spokespeople and different stakeholders to facilitate their understanding of how important news and activities relate to the Company’s goals and strategy.

IR in Transformation

Ericsson is transforming from a leader in telecommunications and related services into a leader in the ICT arena.

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Important activities during the year

At the Mobile World Congress in Barcelona in February, Ericsson announced several new products and contracts. Investor and analysts meetings were held with management and spokespersons.

At the Annual General Meeting of shareholders in April, CEO Hans Vestberg outlined the vision to hold the leadership position in the rapidly developing Networked Society, and talked about the ongoing transition in the Company.

CEO Hans Vestberg made a key note speech and held investor meetings at an investor conference in Paris in June.

Ericsson Annual Report on Form 20-F 2014

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Important events during the year

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New stakeholders – new focus areas

Simultaneously, the stakeholders in the capital market have also transformed in recent years; from industry-specialists focusing on the technology sector to generalists covering several sectors. It has become increasingly important for the financial communication to make it easy for stakeholders to make the connection between the Company’s activities and development and its long-term strategy, thus putting higher demands on clear messages.

With almost two thirds of Ericsson’s holdings outside of Sweden, IR needs to have an understanding of focus areas, questions and issues in other parts of the world. The demand for availability at a global level also means working with other tools besides regular meetings, such as digital media.

During the UN week in New York, CEO Hans Vestberg and Elaine Weidman-Grunewald, head of Sustainability and Corporate Responsibility (CR), talked about Ericsson’s role and vision of the Networked Society and how Sustainability and CR is an integral part of this vision.

In November, Ericsson arranged the annual Capital Markets Day in Stockholm with more than 200 participants.

CFO Jan Frykhammar held a speech and investor meetings at an investor conference in Barcelona in November.

Ericsson Annual Report on Form 20-F 2014

 

SHARE INFORMATION

STOCK EXCHANGE TRADINGShare trading

The Ericsson Class A and Class B shares are listed on NASDAQ OMXNasdaq Stockholm. In the United States, the Class B shares are listed on NASDAQ New York in the form of American Depositary Shares (ADS) evidenced by American Depositary Receipts (ADR) under the symbol ERIC. Each ADS represents one Class B share.

In 2013,2014, approximately 2.0 (2.4)1.9 (2.0) billion shares were traded on NASDAQ OMXNasdaq Stockholm and aboutapproximately 1.0 (1.1)(1.0) billion sharesADS were traded onin the United States (incl. NASDAQ New York.York). A total of 3.0 (3.5)2.9 (3.0) billion Ericsson shares were thus traded on the exchanges where we are listed.in Stockholm and in the United States. Trading volume in Ericsson shares decreased by approximately 17%4% on NASDAQ OMXNasdaq Stockholm and by approximately 12% on NASDAQ New Yorkis unchanged in the United States compared to 2012.

The Ericsson2013. With the implementation of the Mifid directive in the EU, share is also tradedtrading has become increasingly fragmented across a number of venues and trading categories. Trading on multilateral trading facilities (MTFs) and other venues such as BATS Europe, Burgundy, and Chi-X Europe.have gained market shares from stock exchanges like Nasdaq Stockholm.

Trading in Stockholm represented 37 percent of total trading in 2014, compared with more than 50 percent in 2010. Total trading in Ericsson B on all venues combined, has decreased slightly over the past five years, from 6.8 billion shares in 2010 to 5.5 billion shares in 2014. Over the same period, trading of Ericsson ADS in the US has decreased from 1.6 billion ADS to 1 billion ADS.

This development, with decreasing share of trading volumes in Stockholm, is in line with the development for other Swedish Large Cap shares.

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The Ericsson share

 

Share listings

  

NASDAQ OMXNasdaq Stockholm

  

NASDAQ New York

  

Share data

  

Total number of shares in issue

   3,305,051,735  

of which Class A shares, each carrying one vote1)

   261,755,983  

of which Class B shares, each carrying one tenth of one vote1)

   3,043,295,752  

Ericsson treasury shares, Class B

   73,968,17863,450,558  

Quotient value

   SEK 5.00  

Market capitalization, December 31, 20132014

   approx. SEK 258310 b.  

ICB (Industry Classification Benchmark)

   9500  

1)Both classes of shares have the same rights of participation in the net assets and earnings.

Ticker codes

  

NASDAQ OMXNasdaq Stockholm

   ERIC A/ERIC B  

NASDAQ New York

   ERIC  

Bloomberg NASDAQ OMXNasdaq Stockholm

   ERICA SS/ERICB SS  

Bloomberg NASDAQ

   ERIC US  

Reuters NASDAQ OMXNasdaq Stockholm

   ERICa.ST/ERICb.ST 

Reuters NASDAQ

   ERIC.O  

1)Both classes of shares have the same rights of participation in the net assets and earnings.

Changes in number of shares and capital stock 2008–20132010–2014

 

      Number of shares   Share capital 

2008

  June 2, reverse split 1:5   3,226,451,735     16,132,258,678  

2008

  July 23, new issue (Class C shares, later converted to Class B)   19,900,000     99,500,000  

2008

  December 31   3,246,351,735     16,231,758,678  

2009

  June 8, new issue (Class C shares, later converted to Class B)   27,000,000     135,000,000  

2009

  December 31   3,273,351,735     16,366,758,678  

2010

  December 31   3,273,351,735     16,366,758,678  

2011

  December 31   3,273,351,735     16,366,758,678  

2012

  June 29, new issue (Class C shares, later converted to Class B)1)   31,700,000     158,500,000  

2012

  December 31   3,305,051,735     16,525,258,678  

2013

  December 31   3,305,051,735     16,525,258,678  

      Number of shares   Share capital (SEK) 

2010

  

December 31

   3,273,351,735     16,366,758,678  

2011

  

December 31

   3,273,351,735     16,366,758,678  

2012

  

June 29, new issue (Class C shares, later converted to Class B)

   31,700,000     158,500,000  

2012

  

December 31

   3,305,051,735     16,525,258,678  

2013

  

December 31

   3,305,051,735     16,525,258,678  

2014

  

December 31

   3,305,051,735     16,525,258,678  

Share performance indicators

 

  2013   2012   2011   2010   2009   2014   2013   2012   2011   2010 

Earnings per share, diluted (SEK)1)

   3.69     1.78     3.77     3.46     1.14     3.54     3.69     1.78     3.77     3.46  

Operating income per share (SEK)2)3)

   5.53     3.25     5.58     7.42     5.8     5.19     5.53     3.25     5.58     7.42  

Stockholders’ equity per share, basic, end of period (SEK)4)

   43.39     42.51     44.57     45.34     43.79     44.51     43.39     42.51     44.57     45.34  

P/E ratio

   21     36     19     22     57     26     21     36     19     22  

Total shareholder return (%)

   25     –3     –7     22     15     24     25     –3     –7     22  

Dividend per share (SEK)5)

   3.00     2.75     2.50     2.25     2,00  

Dividend per share (SEK)5)

   3.40     3.00     2.75     2.50     2.25  

 

1)Calculated on average number of shares outstanding, diluted.
2)Calculated on average number of shares outstanding, basic.
3)For 2010 and 2009 excluding restructuring charges.
4)Calculated on number of shares, end of period.
5)For 20132014 as proposed by the Board of Directors.

For definitions of the financial terms used, see Glossary, Financial Terminology and Financial Terminology.Exchange Rates.

Ericsson Annual Report on Form 20-F 20132014

 

SHARE TRENDShare trend

In 2013,2014, Ericsson’s total market capitalization increased by about 20%20.1% to SEK 310 billion, compared to an increase by 20.3% reaching SEK 258 billion compared to a decrease by 7% reaching SEK 215 billion in 2012.2013. The index, OMX Stockholm, Index on NASDAQ OMXNasdaq Stockholm increased by 23%11.9% in 2014 and the NASDAQ composite index increased by 38%13.4%. The S&P 500 Index increased by 30%11.4%.

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Ericsson Annual Report on Form 20-F 20132014

 

SHARE ANDShare and ADS PRICESprices

Principal trading market—NASDAQ OMXNasdaq Stockholm—share prices

The table below states the high and low share prices for ourthe Class A and Class B shares as reported by NASDAQ OMXNasdaq Stockholm for the last five years. Trading on the exchange generally continues until 5:30 p.m. (CET) each business day. In addition to trading on the exchange, there is trading off the exchange and on alternative venues during trading hours and also after 5:30 p.m. (CET).

NASDAQ OMXNasdaq Stockholm publishes a daily Official Price List of Shares which includes the volume of recorded transactions in each listed stock, together with the prices of the highest and lowest recorded trades of the day. The Official Price List of Shares reflects price and volume information for trades completed by the members. The equity securities listed on the NASDAQ OMXNasdaq Stockholm Official Price List of Shares currently comprise the shares of 256269 companies.

Host market NASDAQ New York—ADS prices

The table below states the high and low share prices quoted for ourthe ADSs on NASDAQ New York for the last five years. The NASDAQ New York quotations represent prices between dealers, not including retail markups, markdowns or commissions, and do not necessarily represent actual transactions.

Share prices on NASDAQ OMXNasdaq Stockholm

 

(SEK)

  2013   2012   2011   2010   2009 

Class A at last day of trading

   74.50     63.90     69.55     74.00     65.00  

Class A high (September 16, 2013)

   86.95     72.00     93.60     88.40     78.80  

Class A low (November 14, 2013)

   50.00     55.55     59.05     65.20     55.40  

Class B at last day of trading

   78.50     65.10     70.40     78.15     65.90  

Class B high (September 16, 2013)

   90.95     71.90     96.65     90.45     79.60  

Class B low (January 9, 2013)

   64.50     55.90     61.70     65.90     55.50  

(SEK)

  2014   2013   2012   2011   2010 

Class A at last day of trading

   88.25     74.50     63.90     69.55     74.00  

Class A high (December 29, 2014)

   91.80     86.95     72.00     93.60     88.40  

Class A low (January 23, 2014)

   71.55     50.00     55.55     59.05     65.20  

Class B at last day of trading

   94.35     78.50     65.10     70.40     78.15  

Class B high (December 29, 2014)

   96.40     90.95     71.90     96.65     90.45  

Class B low (January 24, 2014)

   75.05     64.50     55.90     61.70     65.90  

 

Source: NASDAQ OMXNasdaq Stockholm.

Share prices on NASDAQ New York

 

(USD)

  2013   2012   2011   2010   2009   2014   2013   2012   2011   2010 

ADS at last day of trading

   12.24     10.10     10.13     11.53     9.19     12.10     12.24     10.10     10.13     11.53  

ADS high (September 19, 2013)

   14.22     10.60     15.44     12.39     10.92  

ADS low (January 9, 2013)

   9.78     8.23     8.83     9.40     6.60  

ADS high (April 9, 2014)

   13.61     14.22     10.60     15.44     12.39  

ADS low (October 27, 2013)

   11.20     9.78     8.23     8.83     9.40  

 

Source: NASDAQ New York.

Share prices on NASDAQ OMXNasdaq Stockholm and NASDAQ New York

 

  NASDAQ OMX Stockholm   NASDAQ New York   Nasdaq Stockholm   NASDAQ New York 
  SEK per Class A share   SEK per Class B share   USD per ADS1)   SEK per Class A share   SEK per Class B share   USD per  ADS1) 

Period

      High           Low           High           Low           High           Low           High           Low           High           Low           High           Low     

Annual high and low

                        

2009

   78.80     55.40     79.60     55.50     10.92     6.60  

2010

   88.40     65.20     90.45     65.90     12.39     9.40     88.40     65.20     90.45     65.90     12.39     9.40  

2011

   93.60     59.05     96.65     61.70     15.44     8.83     93.60     59.05     96.65     61.70     15.44     8.83  

2012

   72.00     55.55     71.90     55.90     10.60     8.23     72.00     55.55     71.90     55.90     10.60     8.23  

2013

   86.95     50.00     90.95     64.50     14.22     9.78     86.95     50.00     90.95     64.50     14.22     9.78  

2014

   91.80     71.55     96.40     75.05     13.61     11.20  

Quarterly high and low

                        

2012 First Quarter

   72.00     59.25     71.90     58.15     10.53     8.58  

2012 Second Quarter

   69.70     58.75     69.95     59.60     10.60     8.23  

2012 Third Quarter

   67.00     55.95     67.80     55.90     10.05     8.23  

2012 Fourth Quarter

   64.90     55.55     66.85     56.60     10.21     8.31  

2013 First Quarter

   84.55     62.90     86.40     64.50     13.46     9.78     84.55     62.90     86.40     64.50     13.46     9.78  

2013 Second Quarter

   80.20     69.65     83.15     72.40     12.60     10.67     80.20     69.65     83.15     72.40     12.60     10.67  

2013 Third Quarter

   86.95     71.00     90.95     74.10     14.22     11.26     86.95     71.00     90.95     74.10     14.22     11.26  

2013 Fourth Quarter

   82.75     50.00     87.10     76.05     13.71     11.59     82.75     50.00     87.10     76.05     13.71     11.59  

2014 First Quarter

   82.00     71.55     86.25     75.05     13.37     11.52  

2014 Second Quarter

   84.10     74.15     88.55     77.55     13.61     11.83  

2014 Third Quarter

   89.95     74.50     94.45     77.90     13.28     11.50  

2014 Fourth Quarter

   91.80     76.05     96.40     81.05     12.74     11.20  

Monthly high and low

                        

October 2013

   82.75     72.15     87.10     76.50     13.71     11.82  

November 2013

   80.00     50.00     83.75     76.85     12.64     11.84  

December 2013

   77.50     71.95     81.90     76.05     12.45     11.59  

January 2014

   78.45     71.55     82.50     75.05     12.58     11.52  

February 2014

   80.20     74.45     84.40     78.35     13.00     11.97  

March 2014

   82.00     76.50     86.25     80.20     13.37     12.52  

September 2014

   89.95     82.00     94.45     86.15     13.28     12.30  

October 2014

   87.35     76.05     91.95     81.05     12.59     11.20  

November 2014

   89.85     81.00     94.45     85.65     12.71     11.57  

December 2014

   91.80     83.45     96.40     88.45     12.74     11.70  

January 2015

   99.00     88.75     104.80     92.90     12.44     11.75  

February 2015

   104.90     95.50     109.90     99.85     13.07     12.01  

 

1)One ADS = 1 Class B share.

Source: NASDAQ OMXNasdag Stockholm and NASDAQ New York.

Ericsson Annual Report on Form 20-F 20132014

 

SHAREHOLDERSShareholders

As of December 31, 2013,2014, the Parent Company had 516,922482,025 shareholders registered at Euroclear Sweden AB (the Central Securities Depository—CSD), of which 1,008952 holders had a US address. According to information provided by ourthe Company’s depositary, Citibank,Deutsche Bank, there were 201,138,791233,146,314 ADSs outstanding as of December 31, 2013,2014, and 4,3104,127 registered holders of such ADSs. A significant number of Ericsson ADSs are held by banks, brokers and/or nominees for the accounts of their customers. As of January 3, 2014,15, 2015, the total number of bank, broker and/or nominee accounts holding Ericsson ADSs was 165,678.156,271.

According to information known at year-end 2013,2014, approximately 81%87% of ourthe Class A and Class B shares were owned by institutions, Swedish and international.

Our The major shareholders do not have different voting rights than other shareholders holding the same classes of shares.

As far as we know,Ericsson knows, the Company is not directly or indirectly owned or controlled by another corporation, by any foreign government or by any other natural or legal person(s) separately or jointly.

LOGO

The table shows the total number of shares in the Parent Company owned by the Executive Leadership Team and Board members (including Deputy employee representatives) as a group as of December 31, 2013.2014.

The Executive Leadership Team and Board members, ownership

 

   Number of
Class A
shares
   Number of
Class B
shares
   Voting
rights,
percent
 

The Executive Leadership Team and Board members as a group (32 persons)

   0     828,323     0,01
   Number of
Class  A
shares
   Number of
Class  B
shares
   Voting
rights,
percent
 

The Executive Leadership Team and Board members as a group (31 persons)

   0     1,060,685     0.02

 

Includes shares held via endowment insurance, for more info see page 114117, note 23 For individual holdings, see Corporate Governance Report.

LOGO

LOGO

Share distribution1)

Holding

  No. of
shareholders
   No. of
shares  A
   No. of
shares B
   Percentage
of share  capital
  Percentage
of voting  rights
  Market value
(MSEK)
 

1–500

   383,779     1,334,383     51,676,575     1.60  1.15  4,993  

501–1,000

   45,662     984,648     33,135,228     1.03  0.76  3,213  

1,001–5,000

   43,524     2,911,050     90,255,636     2.82  2.11  8,773  

5,001–10,000

   5,019     1,132,802     34,349,148     1.07  0.81  3,341  

10,001–15,000

   1,260     559,143     14,946,325     0.47  0.36  1,460  

15,001–20,000

   593     355,152     10,165,451     0.32  0.24  990  

20,001–

   2,188     254,478,805     2,808,653,740     92.68  94.57  287,454  
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

Total, December 31, 20142)

   482,027     261,755,983     3,043,295,752     100.00  100.00  310,235  
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

1)Source: Euroclear
2)Includes a nominee reporting discrepancy of 113,649 shares.

The following table shows share information, as of December 31, 2013,2014, with respect to ourthe 15 largest shareholders, ranked by voting rights, as well as their percentage of voting rights as of December 31, 2014, 2013 2012 and 2011.2012.

Largest shareholders, December 31, 20132014 and percentage of voting rights, December 31, 2014, 2013 2012 and 20112012

 

Identity of person or group1)

 Number of
Class A

shares
 Of total
Class A
shares,
percent
 Number of
Class B
shares
 Of total
Class B
shares,
percent
 2013
Voting rights,
percent
 2012
Voting rights,
percent
 2011
Voting rights,
percent
  Number of
Class  A
shares
 Of total
Class  A
shares,
percent
 Number of
Class  B
shares
 Of total
Class  B
shares,
percent
 2014
Voting rights,
percent
 2013
Voting rights,
percent
 2012
Voting rights,
percent
 

Investor AB (Investment Management)

  115,762,803    44.23    59,284,545    1.95    21.50    21.37    21.48  

AB Industrivärden (Investment Management)

  86,052,615    32.88    500,000    0.02    15.21    14.96    14.34  

Investor AB

  115,762,803    44.23    59,284,545    1.95    21.50    21.50    21.37  

AB Industrivärden

  86,052,615    32.88    0    0.00    15.20    15.21    14.96  

Handelsbankens Pensionsstiftelse

  20,465,220    7.82    0    0.00    3.62    3.72    4.20    27,430,790    10.48    0    0.00    4.85    3.62    3.72  

Swedbank Robur Fonder AB

  16,795    0.01    122,129,103    4.01    2.16    2.71    2.79  

Dodge & Cox, Inc.

  0    0.00    117,579,896    3.79    2.08    1.36    1.14  

AFA Försäkring AB

  11,423,000    4.36    4,465,519    0.15    2.10    2.18    2.31    11,423,000    4.36    2,171,761    0.07    2.06    2.10    2.18  

Swedbank Robur AB

  13,270    0.01    107,803,564    3.54    1.91    2.16    2.71  

AMF Pensionsförsäkring AB

  0    0.00    104,826,878    3.44    1.85    1.34    1.26  

Livförsäkringsbolaget Skandia

  7,218,395    2.76    16,539,057    0.54    1.57    1.32    1.31  

BlackRock Fund Advisors

  0    0.00    82,330,468    2.71    1.45    1.37    1.46    0    0.00    82,330,468    2.71    1.45    1.45    1.37  

Dodge & Cox, Inc.

  0    0.00    77,028,778    2.53    1.36    1.14    0.96  

AMF Pensionsförsäkring AB

  0    0.00    75,764,586    2.49    1.34    1.26    1.34  

Skandia Liv

  6,406,801    2.45    10,549,642    0.35    1.32    1.31    1.36  

Aberdeen Asset Managers Ltd.

  0    0.00    67,308,122    2.21    1.19    0.71    1.16  

Norges Bank Investment Management

  0    0.00    65,175,818    2.14    1.15    1.36    1.24    0    0.00    64,394,664    2.12    1.14    1.15    1.36  

Pensionskassan SHB Försäkringsföreningen

  6,381,570    2.44    0    0.00    1.13    1.13    1.39  

Handelsbanken Asset Management

  630,341    0.24    51,612,963    1.70    1.02    0.85    1.07  

OppenheimerFunds, Inc.

  0    0.00    61,829,103    2.03    1.09    1.10    1.20    0    0.00    57,884,322    1.90    1.02    1.09    1.10  

Handelsbanken Fonder AB

  290,578    0.11    44,974,450    1.48    0.85    1.07    0.96  

State Street Global Advisors

  22,824    0.01    43,108,269    1.42    0.77    0.07    0.05  

Aberdeen Asset Managers Ltd.

  0    0.00    40,461,909    1.33    0.71    1.16    1.05  

State Street Global Advisors (US)

  603    0.00    51,819,852    1.69    0.92    0.77    0.07  

The Vanguard Group, Inc.

  0    0.00    43,488,591    1.42    0.77    0.66    0.53  

Others

  14,933,777    5.71    2,355,693,562    77.41    44.25    44.10    43.87    13,224,166    5.05    2,216,251,069    72.92    41.49    44.71    44.69  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total

  261,755,983    100    3,043,295,752    100    100    100    100    261,755,983    100    3,043,295,752    100    100    100    100  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

1)Source: King WorldwideNasdaq

Ericsson Annual Report on Form 20-F 20132014

 

SUPPLEMENTAL INFORMATION

The following information is provided to comply with certain requirements of Form 20-F which are not satisfied in full by the information in the Swedish Annual Report.

GENERAL FACTS ON THE COMPANYGeneral facts on the company

Legal name of the Parent Company: Telefonaktiebolaget LM Ericsson (publ). The terms “Ericsson”, the “Company”, the “Group”, “us”, “we”, and “our” all refer to Telefonaktiebolaget LM Ericsson and its subsidiaries.

Organization number: 556016-0680

Legal form of the Parent Company: A Swedish limited liability company, organized under the Swedish Companies Act.

Country of incorporation: Sweden.

Date of incorporation: The Parent Company was incorporated on August 18, 1918, as a result of a merger between AB LM Ericsson & Co. and Stockholms Allmänna Telefon AB.

Domicile: Our registered office is Telefonaktiebolaget LM Ericsson, SE–164 83 Stockholm, Sweden. Our headquarters are located at Torshamnsgatan 21, Kista, Sweden.

Telephone number: +46 10 719 0000

Website: www.ericsson.com

The information included on our website is not incorporated herein by reference.

Agent in the US: Ericsson Inc., Vice President Legal Affairs, 6300 Legacy Drive, Plano, Texas 75024. Telephone number: +1 972 583 0000.

Shares: Ericsson’s Class A and Class B shares are traded on NASDAQ OMXNasdaq Stockholm. In the US, our American Depository Shares (ADS), each representing one underlying Class B share, are traded on NASDAQ New York.

Parent Company operations: The business of the Parent Company, Telefonaktiebolaget LM Ericsson, consists mainly of corporate management, holding company functions and internal banking activities. Parent Company operations also include customer credit management activities performed by Ericsson Credit AB on a commission basis.

Subsidiaries and associated companies: For a listing of our significant subsidiaries, please see section “Investments”. In addition to our joint venture ST-Ericsson (up until August 2, 2013), we are engaged in a number of minor joint ventures and cooperative arrangements. For more information regarding risks associated with joint ventures, strategic alliances and third-party agreements please see Risk Factors, “Market, Technology and Business Risks”.

Filings in the US: Annual reports and other information are filed with, or furnished to, the Securities and Exchange Commission (SEC) in the United States, pursuant to the rules and regulations that apply to foreign private issuers. Electronic access to these documents may be obtained from the SEC’s website, www.sec.gov, where they are stored in the EDGAR database.

COMPANY HISTORY AND DEVELOPMENTCompany history and development

Innovating to empower people, business and society

Our origins date back to 1876 when Alexander Graham Bell filed a patent application in the United States for the telephone. The same year, Lars Magnus Ericsson opened a small workshop in Stockholm to repair telegraph instruments and sell his own telephone equipment.

Today, Ericsson is a leading provider of communications equipment, telecom services and support solutions. Our customers, in over 180 countries, are mainly operators of communications networks worldwide. We manage networks, or parts of networks, for one billion subscribers.

EXCHANGE RATESExchange rates

The following tables provide information with respect to the exchange rate for SEK per USD 1.00, based on the noon buying rate for cable transfers in SEK as certified for customs purposes by the Federal Reserve Bank of New York. The noon buying rate of March 28, 2014,20, 2015, was SEK 6.50248.6443 per USD 1.00. The average is computed using the noon buying rate on the last business day of each month during the period indicated.

Average Exchange rates

 

Year ended December 31

  Average   Average 

2009

   7.6232  

2010

   7.1895     7.1895  

2011

   6.4263     6.4263  

2012

   6.7247     6.7247  

2013

   6.5152     6.5152  

2014

   6.9222  

 

Exchange rates, monthly high and low    

Month

  High   Low 

September 2013

   6.3416     6.6700  

October 2013

   6.3237     6.5130  

November 2013

   6.4922     6.6600  

December 2013

   6.4127     6.5964  

January 2014

   6.5568     6.3476  

February 2014

   6.4764     6.2880  

March 2014 (last available data is for March 28)

   6.5024     6.3394  
Exchange rates, monthly high and low  

Month

  High   Low 

September 2014

   7.2600     7.0127  

October 2014

   7.3971     7.1632  

November 2014

   7.4754     7.3605  

December 2014

   7.8245     7.4119  

January 2015

   8.2732     7.8847  

February 2015

   8.2265     8.4193  

Effects of exchange rate fluctuations on our business is described in the Notes to the Consolidated Financial Statements—Note C20, “Financial Risk Management and Financial Instruments.” Noon buying rates are not used in the preparation of our financial statements.

Ericsson Annual Report on Form 20-F 2014

PRIMARY MANUFACTURING AND ASSEMBLY FACILITIESPrimary manufacturing and assembly facilities

We continuously adjust our production capacity to meet expected customer demand. At year-end 2013,During 2014, our overall capacity utilization was close to 100%around 85%. The table “Primary manufacturing and assembly facilities” summarizes where we have major sites and the total floor space at year-end. The majority of the floor space within our production facilities is used for assembly and verification.

Primary manufacturing and assembly facilities

 

  2013   2012   2011   2014   2013   2012 
  Sites   Thousands of
sq meters
   Sites   Thousands
of sq meters
   Sites   Thousands
of sq meters
   Sites   Thousands of
sq  meters
   Sites   Thousands
of sq  meters
   Sites   Thousands
of sq  meters
 

Sweden

   4     67.2     7     125.1     7     125.1     4     20.7     4     67.2     7     125.1  

China

   5     32.8     5     83.5     5     91.1     3     19.8     5     32.8     5     83.5  

Estonia

   1     23.7     1     23.7     1     23.7     1     9.1     1     23.7     1     23.7  

Italy

   1     16.0     1     10.5     2     20.1     1     16.0     1     16.0     1     10.5  

Brazil

   1     25.3     1     37.4     1     33.7     1     25.3     1     25.3     1     37.4  

Mexico

   1     0.8     1     0.6     —       —       1     0.8     1     0.8     1     0.6  

India

   1     24.5     1     25.0     1     25.0     1     24.5     1     24.5     1     25.0  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

   14     190.3     17     305.8     17     318.7     12     116.2     14     190.3     17     305.8  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Operating results for the years ended December 31, 2013 and 2014

Refer to Board of Directors’ Report.

Operating results for the years ended December 31, 2012 and 2013

Business in 2013

Ericsson’s sales ended at SEK 227.4 billion. The focus on profitability started to pay off and operating margin for the Group gradually improved in 2013, despite significant currency headwind, driven primarily by improvements in Networks and Network Roll-out.

The business mix, with a higher share of coverage projects than capacity projects, started to shift towards more capacity during the year.

As anticipated, sales came under some pressure towards the end of the year. As previously communicated, the major reasons behind this development are the two large mobile broadband coverage projects, which peaked in North America in the first half of 2013, and the impact from reduced activity in Japan.

While executing on the large rollout projects in the US, Ericsson has also strengthened its professional services position and capabilities. In the second half of the year, Global Services accounted for more than half of the region’s sales and today the Company is the market leader in both telecom services and mobile infrastructure in one of the world’s most advanced and dynamic ICT markets.

The LTE tenders in China continued and so far the two major operators that have made their vendor selections have included Ericsson as a vendor. In the latter part of the year, sales in China improved as a result of deliveries to ongoing mobile broadband coverage projects.

Also in the latter part of 2013, Ericsson continued to grow in some of its European key markets. During the last years, the position in Europe has been strengthened through the network modernization projects. These have been delivered according to plan and the major part of the negative margin impact from these projects is now over. Over time, it is expected that the telecom industry in Europe will improve.

During 2013, Ericsson executed on a number of strategic initiatives to both manage the ongoing technology transition in the industry and to transform the company for future business opportunities. Ericsson has solidified its core business as well as taken important steps to build a leadership position in new and targeted key areas. This includes consolidation of the modems business and the acquisition of the IPTV business Mediaroom from Microsoft. The Company will gradually increase resource and capital allocation in these areas as well as in IP, Cloud, OSS and BSS.

The Company has also successfully completed an IPR cross-licensing agreement with Samsung. This agreement ends complaints made by both companies against each other before the International Trade Commission (ITC) as well as the lawsuits before the U.S. District Court for the Eastern District of Texas.

The long-term fundamentals in the industry remain attractive and with ongoing strategic initiatives Ericsson is well positioned to continue to support its customers in a transforming ICT market.

The Company has worked diligently to improve working capital and ended the year with a strong operating cash flow of SEK 17.4 (22.0) billion and a full-year cash conversion of 79%, above the target of 70%, giving Ericsson a solid balance sheet to continue to execute on its strategy.

Financial Highlights

Impact of Samsung IPR agreement

On January 27, 2014, Ericsson and Samsung signed an agreement on global patent licenses between the two companies.

The industry is built on scale and a strong tradition of sharing technologies through licensing on fair, reasonable and non-discriminatory (FRAND) terms. The agreement shows the value of Ericsson’s R&D investments and enables both companies to continue to innovate and bring new technologies to the market. The cross-license agreement covers patents relating to GSM, UMTS, and LTE standards for both networks and handsets.

The agreement includes an initial payment and ongoing royalty payments from Samsung to Ericsson for the term of the new multi-year license agreement.

The transaction contributed to net sales of SEK 4.2 billion, operating income of SEK 4.2 billion and net income of SEK 3.3 billion in 2013. Ericsson expects that the initial payment will impact operating cash flow in the beginning of 2014. This specific agreement impacts segments Networks and Support Solutions.

Income statement

Reported sales for 2013 were flat and amounted to SEK 227.4 (227.8) billion. During the year sales were negatively impacted by strong currency headwind and lower sales in North East Asia, driven by lower GSM investments in China combined with lower project activity in Japan and South Korea. In North America CDMA sales declined by –50% to SEK 4.2 (8.4) billion.

Revenues for IPR and licensing were SEK 10.6 (6.6) billion, of which the Samsung agreement contributed with SEK 4.2 billion.

With a large share of coverage projects in the beginning of the year and with slightly improved business mix from the second quarter, the commodity mix remained stable compared to last year. Software represented 24% (23%), hardware 34% (35%) and services 42% (42%) of total sales.

Restructuring charges amounted to SEK 4.5 (3.4) billion, mainly related to continued execution of the service delivery strategy and headcount reductions in Sweden. The proactive work to drive efficiency and cost reductions continues.

Ericsson Annual Report on Form 20-F 20132014

 

OPERATING RESULTS

YEARS ENDED DECEMBER 31, 2012 AND 2013

Please referGross margin increased to Board of Directors’ Report.

YEARS ENDED DECEMBER 31, 2011 AND 2012

FINANCIAL RESULTS OF OPERATIONS

Abbreviated income statement

   IFRS  Restructuring charges 

SEK billion

  2012  2011  2010  2012   2011   2010 

Net sales

   227.8    226.9    203.3       

Cost of sales

   –155.7    –147.2    –129.1    –2.2     –1.2     –3.4  

Gross income

   72.1    79.7    74.3    –2.2     –1.2     –3.4  
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

   

 

 

 

Gross margin %

   31.6  35.1  36.5     

Operating expenses

   –58.9    –59.3    –58.6    –1.2     –2.0     –3.5  
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

   

 

 

 

Operating expenses as % of sales

   25.8  26.1  28.8     

Other operating income and expenses

   9.0    1.3    2.0    —       —       —    
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

   

 

 

 

Operating income before share in earnings of JVs and associated companies

   22.2    21.7    17.6    –3.4     –3.2     –6.8  

Operating margin % before share in earnings of JVs and associated companies

   9.7  9.6  8.7     
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

   

 

 

 

Share in earnings of JVs and associated companies

   –11.7    –3.8    –1.2    –0.3     –0.6     –0.5  
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

   

 

 

 

Operating income

   10.5    17.9    16.5    –3.8     –3.7     –7.3  
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

   

 

 

 

Operating margin %

   4.6  7.9  8.1     

Financial income and expenses, net

   –0.3    0.2    –0.7       

Taxes

   –4.2    –5.6    –4.5       

Net income

   5.9    12.6    11.2       

EPS diluted (SEK)

   1.78    3.77    3.46       
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

   

 

 

 

Sales

2012 was a year with strong growth in Global Services and Support Solutions while Networks had a more challenging year. Sales for comparable units, adjusted for foreign currency exchange rates and hedging, decreased –2%. The acquired Telcordia operation added sales of SEK 4.2 billion, split 50/50 between the segments Global Services and Support Solutions.

In 2012, the Company continued to execute its strategy to leverage its strengths in the growth areas of mobile broadband, managed services as well as OSS and BSS. Due33.6% (31.6%), due to the current technology cycle in which mobile broadband is being rolled out, the business mix in 2012 continued to include a higher share of coverage business than capacity business. Ericsson was also to a large extent engaged inagreement with Samsung, reduced negative effect from network modernization projects in Europe with its lower margins.and improved business mix. The Global Services share of Group sales was flat at 43%.

Sales of CDMA equipment declined –40%Total operating expenses were basically flat and amounted to SEK 8.4 (14.0)58.5 (58.9) billion. The decline in CDMA was expected and planned for, following operators migration to LTE. The growth in Global Services is primarilyExpenses related to continued good momentumthe modems business added SEK –0.5 billion to operating expenses. A one-time charge related to the acquisition of Airvana Network Solutions Inc. impacted the operating expenses negatively by SEK –0.4 billion. Excluding restructuring charges, operating expenses were down –2% compared to 2012. Selling, general and administrative expenses (SG&A) amounted to SEK 26.3 (26.0) billion and represented 11.6% of sales compared to 11.4% in managed services2012. For comments on research and consultingdevelopment expenses (R&D), see the section “Research and systems integration as well as network rollout sales followingdevelopment, patents and licensing.”

Other operating income and expenses decreased to SEK 0.1 (9.0) billion. During the year, one-time charges related to the divestment of Applied Communication Sciences (ACS), the former research and engineering arm of Telcordia Technologies, and the exiting of the telecom and power cable operations of SEK –0.9 billion impacted other operating income negatively.

For new hedges taken in 2013, hedge accounting is not applied. The total re-evaluation effect for 2013 hedges on other operating income was SEK 0.5 billion. In 2012, other operating income included a highgain related to the divestment of Sony Ericsson of SEK 7.7 billion and to Multimedia brokering (IPX) of SEK 0.2 billion.

Ericsson’s share in earnings of coverage projects. The sales growth in Support Solutions is mainly drivenJV and associated companies was SEK –0.1 (–11.7) billion. In 2012 a non-cash charge of SEK –8.0 billion related to ST-Ericsson was made.

Operating income, including JV, increased to SEK 17.8 (10.5) billion, positively impacted by TVimproved gross margin, and media management, business support solutions (charging solutions)no negative effect from ST-Ericsson. Operating income was negatively impacted by one-time charges of SEK –1.3 billion related to the divestment of ACS, the exiting of the telecom and power cable operations and the acquisition of Telcordia.Airvana. Operating margin, including JV, was 7.8% (4.6%). Operating income including JV and excluding the Samsung agreement was SEK 13.6 billion with an operating margin of 6.1%. 2012 included a gain of SEK 7.7 billion related to the divestment of Sony Ericsson.

Financial net amounted to SEK –0.7 (–0.3) billion. The segments Global Servicesdifference is partly attributable to lower interest income as an effect of lower interest rates during 2013 compared to 2012. The tax rate for 2013 was 29% compared to 42% in 2012, positively impacted by product and Support Solutions together represented closemarket mix. Tax costs were SEK –4.9 (–4.2) billion.

Net income increased to 50%SEK 12.2 (5.9) billion, positively impacted by the Samsung agreement by SEK 3.3 billion.

EPS diluted was SEK 3.69 (1.78).

Balance sheet and other performance indicators

Compared to December 31, 2012, trade receivables increased from SEK 63.7 billion to 71.0 billion, mainly due to the Samsung agreement. Days sales outstanding (DSO) increased from 86 to 97 days.

Inventory decreased from SEK 28.8 billion to 22.8 billion, positively impacted by improved business mix and efficiency measures.

Inventory turnover days (ITO) improved from 73 to 62 days. Accounts payable days decreased from 57 to 53 days.

During the year, Ericsson concluded the following refinancing activities to extend the average debt maturity profile:

A EUR 313 million bond was repaid

Ericsson refinanced a USD 2 billion Revolving Credit Facility (RCF). The new facility is a five-year facility with twoone-year extension options

A USD 684 million European Investment Bank (EIB) loan was disbursed. The loan agreement was signed in 2012 and the loan supports R&D activities. The loan will mature in 2020.

A SEK 4 billion EIB loan, with original maturity in 2015, will be repaid early 2014.

Provisions amounted to SEK 5.4 (8.6) billion by the end of Group sales.the year. The reduction was mainly due to utilization of the 2012ST-Ericsson provision.

Cash flow from operating activities was positive at SEK 17.4 (22.0) billion, negatively impacted by higher working capital. There was no impact on cash flow from the Samsung agreement.

Cash, cash equivalents and short-term investments amounted to SEK 77.1 (76.7) billion. The net cash position decreased from SEK 38.5 to 37.8 billion. Cash conversion for 2013 ended at 79%.

In 2012, five2013, the net number of our ten regions showed growth. The shareemployees increased by 4,085, of software saleswhich 3,293 were in services and 741 in R&D. By the end of 2013, the total number of employees was unchanged in 2012, at 23% (23%)114,340 (110,255) of sales whilewhich 5,377 people joined Ericsson through acquisitions and through managed services contracts. At the portion of hardware decreasedsame time, approximately 13,000 employees left Ericsson, reflecting the natural attrition rate and ongoing company transformation.

Research and development, patents and licensing

To secure continued technology leadership, focus is on innovation and R&D. R&D expenses (see table below) amounted to 35% (40%)SEK 32.2 (32.8) billion. During 2014, R&D expenses, excluding expenses related to Modems, Mediaroom and services increased to 42% (37%) of Group sales. Longer term, the software part isrestructuring, are expected to increase following more expansionssomewhat, mainly due to investments in IP.

Research and upgrades of networks.development, patents and licensing

IPR (intellectual property rights) revenues showed a favorable development and amounted to SEK 6.6 (6.2) billion.

   2013  2012  2011 

Expenses (SEK billion)

   32.2    32.8    32.6  

As percent of Net sales

   14.2  14.4  14.4

Employees within R&D as of December 311)

   25,300    24,100    22,400  

Patents1)

   35,000    33,000    30,000  

IPR revenue, net (SEK billion)

   10.6    6.6    6.2  

1)The number of employees and patents are approximate.

Seasonality

The Company’s quarterly sales, income and cash flow from operations are seasonal in nature,vary between quarters, generally lowest in the first quarter of the year and highest in the fourth quarter. This is mainly a result of the seasonal purchase patterns of network operators.

Most recent five-year average seasonality of sales

 

   First
quarter
  Second
quarter
  Third
quarter
  Fourth
quarter
 

Sequential change

   –21  7  –2  26

Share of annual sales

   23  24  24  30

Gross margin

Gross margin declined to 31.6% (35.1%). The decrease is due to increased share of Global Services sales, higher proportion of coverage than capacity projects and network modernization projects in Europe. Close to 50% of the gross margin decline is related to the increased services share.

Operating expenses

Total operating expenses declined slightly. Excluding acquisitions and restructuring charges, Group operating expenses amounted to SEK 55.1 billion, down –4% from 2011.

To secure continued technology leadership, focus is on innovation and R&D. R&D expenses (see table below) increased slightly due to higher restructuring charges and acquisitions. Selling and administrative expenses represented 11.4% of sales compared to 11.8% in 2011.

Research and development

   2012  2011  2010 

Expenses (SEK billion)

   32.8    32.6    31.6  

As percent of Net sales

   14.4  14.4  15.5

Employees within R&D as of December 311)

   24,100    22,400    20,800  

Patents1)

   33,000    30,000    27,000  

1)The number of employees and patents are approximate.

Ericsson Annual Report on Form 20-F 2013

Operating margin before JVs

Operating margin before share in JV earnings was 9.7% (9.6%). Excluding the gain related to the divestment of the share of Sony Ericsson, operating margin was 6.4%. The negative impact was due to the business mix having more coverage business than capacity business as well as network modernization projects in Europe.

Share in earnings of JVs

ST-Ericsson reported a loss in 2012. Ericsson’s share in ST-Ericsson’s income before tax, adjusted to IFRS, was SEK –3.7 (–2.7) billion. The reported loss of SEK –11.7 billion includes a write-down of investments of SEK 4.7 billion and a provision of SEK 3.3 billion.

Other Operating income and expenses

Other operating income and expenses includes a gain of SEK 7.7 billion related to the divestment of Sony Ericsson. It also includes a gain of SEK 0.2 billion from the divestment of the Multimedia brokering (IPX) operation.

Financial net

The financial net decreased mainly due to negative currency exchange revaluation effects on financial investments and liabilities.

Taxes

The tax rate for the year was 42% (31%) of income after financial items. The high tax rate is due to product and market mix as well as a reduction in corporate tax rate for 2013, decided by the Swedish Parliament. The lower corporate tax rate in Sweden reduced the deferred tax assets with approximately SEK 0.5 billion. Over time, the lower tax rate in Sweden will have a positive impact on taxes.

Net income

Net income decreased primarily due to the negative impact from ST-Ericsson and lower contribution from Networks.

Earnings per share, diluted

Earnings per share decreased –53% to SEK 1.78 (3.77). The Board of Directors proposes a dividend of SEK 2.75 (2.50). This represents an increase of 10% over 2011.

Restructuring charges

Restructuring charges were SEK 3.4 (3.2) billion, excluding joint ventures. Restructuring charges mainly relate to continued execution of the service delivery strategy as well as other ongoing cost reduction measures. Cash outlays that have been provided for were SEK 1.2 (3.2) billion. At the end of the year, cash outlays of SEK 1.2 (1.3) billion remain to be made. Ericsson’s share in ST-Ericsson’s restructuring charges was SEK 0.3 (0.1) billion.

FINANCIAL POSITION

Consolidated balance sheet (abbreviated)

December 31, SEK billion

  2012  2011   2010 

Assets

     

Non-current assets, total

   81.7    81.5     83.4  

of which intangible assets

   49.4    44.0     46.8  

of which property, plant and equipment

   11.5    10.8     9.4  

of which financial assets

   8.5    13.7     14.5  

of which deferred tax assets

   12.3    13.0     12.7  

Current assets, total

   193.3    198.8     198.4  

of which inventory

   28.8    33.1     29.9  

of which trade receivables

   63.7    64.5     61.1  

of which other receivables/financing

   24.1    20.7     20.2  

of which short-term investments, cash and cash equivalents

   76.7    80.5     87.2  

Total assets

   275.01)   280.3     281.8  

Equity and liabilities

     

Equity

   138.5    145.3     146.8  

Non-current liabilities

   39.1    38.1     38.3  

of which post-employment benefits

   9.5    10.0     5.1  

of which borrowings

   23.9    23.3     27.0  

of which other non-current liabilities

   5.7    4.8     6.2  

Current liabilities

   97.4    97.0     96.8  

of which provisions

   8.4    6.0     9.4  

of which current borrowings

   4.8    7.8     3.8  

of which trade payables

   23.1    25.3     25.0  

of which other current liabilities

   61.1    58.0     58.6  

Total equity and liabilities1)

   275.0    280.3     281.8  

1)Of which interest-bearing liabilities and post-employment benefits SEK 38.2 (41.0) billion.

Ericsson’s strategy is to maintain a strong balance sheet, including a sufficiently large cash position to ensure the financial flexibility to invest in future growth and to capture business opportunities. This has been particularly important during the past years’ difficult macroeconomic and financial market situation. By maintaining a strong cash position, the Company gains competitive advantages and can maintain an active strategy for selective acquisitions.

The Company’s capital targets are to have an equity ratio above 40%, to generate a cash conversion rate above 70%, to have a positive net cash position and to achieve solid investment grade ratings.

An important focus area is the monitoring of working capital. Major efforts have been made during the year in order to reduce days sales outstanding and inventory turnover days as well as to increase payable days. The target for days sales outstanding was met, while the other two targets were not achieved. Efforts to further reduce working capital continued in 2013 and the working capital targets are the same as previous years.

For 2011, the dividend was SEK 2.50 per share. The Annual General Meeting 2013 resolved on a dividend of SEK 2.75 per share for 2012. This represents a total dividend of approximately SEK 9.1 (8.2) billion. The proposal reflects year 2012’s earnings and balance sheet structure, as well as coming years’ business plans and economic development, according to Ericsson’s dividend policy.

Ericsson Annual Report on Form 20-F 2013

Non-current assets

Intangible assets increased to SEK 49.4 (44.0) billion due to acquisitions during the year. Customer financing, current and non-current, increased to SEK 5.3 (4.2) billion.

Current assets

Inventory levels decreased at the end of the year. At year end, inventory was SEK 28.8 (33.1) billion. The target of inventory turnover days less than 65 days was not reached.

Trade receivables: Days sales outstanding reached 86 (91) days at year end due to strong sales and good collections. The Company’s credit losses have historically been low and continued to be so in 2012.

Net cash decreased by SEK 1.0 billion.

Equity

Equity decreased by SEK –6.8 billion primarily due to the non-cash charge of SEK 8.0 billion related to ST-Ericsson. The equity ratio was maintained at a healthy level of 50.4% (51.8%). Return on equity decreased to 4.1% (8.5%) due to lower profitability. Return on capital employed (ROCE) was 6.7% (11.3%).

Non-current liabilities

Post-employment benefits related to defined benefit plans declined to SEK 9.5 (10.0) billion. In 2012 there was a decrease in discount rates, which was offset as plan assets yielded higher than expected.

Non-current borrowings was almost unchanged at SEK 23.9 (23.3) billion. In 2012, Ericsson performed refinancing activities to extend its average debt maturity profile and to further diversify funding sources:

Issue of a USD-denominated 1 billion ten-year bond in order to refinance debt maturing in 2012 to 2014

Repurchase of EUR 441 million related to the 2013 and 2014 EMTN bonds in order to reduce gross debt and optimize net interest

Repayment of two SEK-denominated bonds with a total of SEK 3.5 billion at maturity

Taken up a loan with the Nordic Investment Bank of EUR 0.15 billion (or the equivalent in USD). The loan is divided into two equal tranches with seven-year and nine-year maturities respectively.

Signed loan agreement with the European Investment Bank of EUR 0.5 billion (or the equivalent in USD) with an option for disbursement until April 2014. The loan will mature seven years after disbursement

The Company also has unutilized committed credit facilities of USD 2.0 billion available, maturing in 2014.

Current liabilities

Provisions increased to SEK 8.4 (6.0) billion. SEK 1.2 (1.3) billion were related to restructuring. The cash outlays of provisions were SEK 3.5 (6.0) billion. The higher amount of provisions is due to a provision of SEK 3.3 billion related to ST-Ericsson. Provisions will fluctuate over time, depending on business mix, market mix and technology shifts.

Payable days decreased to 57 (62) days, reflecting the high level of network rollout where suppliers normally have shorter payment days. The target of payable days of more than 60 days was not met.

   First
quarter
  Second
quarter
  Third
quarter
  Fourth
quarter
 

Sequential change

   –21  6  –3  24

Share of annual sales

   23  24  24  29

Off-balance sheet arrangements

There are currently no material off-balance sheet arrangements that have, or would be reasonably likely to have, a current or anticipated material effect on the Company’s financial condition, revenues, expenses, result of operations, liquidity, capital expenditures or capital resources.

Ericsson Annual Report on Form 20-F 20132014

 

CASH FLOW

Cash flow (abbreviated) January 1–December 31

SEK billion

  2012  2011  2010 

Net income

   5.9    12.6    11.2  

Income reconciled to cash

   19.0    25.2    23.7  

Changes in operating net assets

   3.0    –15.2    2.9  

Cash flow from operating activities

   22.0    10.0    26.6  

Cash flow from investing activities

   –4.9    4.5    –12.5  

of which capital expenditures, sales of PP&E, product development

   –6.5    –6.1    –5.2  

of which acquisitions/divestments, net

   –2.1    –3.1    –2.8  

of which short-term investments for cash management purposes and other investing activities

   3.7    13.8    –4.5  

Cash flow before financing activities

   17.1    14.5    14.0  
  

 

 

  

 

 

  

 

 

 

Cash flow from financing activities

   –9.4    –6.5    –5.7  
  

 

 

  

 

 

  

 

 

 

Cash conversion (Cash flow from operating activities divided by income reconciled to cash)

   116  40  112
  

 

 

  

 

 

  

 

 

 

Gross cash (Cash, cash equivalents and short-term investments)

   76.7    80.51)   87.2  
  

 

 

 ��

 

 

  

 

 

 

Net cash (Gross cash less interest-bearing liabilities and post-employment benefits)

   38.5    39.5    51.3  
  

 

 

  

 

 

  

 

 

 

1)Including loan to ST-Ericsson of SEK 2.8 billion.

Cash conversion

Cash conversion was 116% (40%), above the target of 70%. Cash conversion in 2012 was positively impacted by lower working capital.

Cash flow from operating activities

The operating cash flow was positively impacted by reduced working capital.

Cash flow from investing activities

Cash outlays for regular investing activities increased to SEK –6.5 (–6.1) billion. Acquisitions and divestments during the year were net SEK –2.1 (–3.1) billion, with the major item being the USD 1.15 billion acquisition of Telcordia and the divestment of Sony Ericsson.

Cash flow from short-term investments for cash management purposes and other investing activities was net SEK 3.7 (13.8) billion, mainly attributable to changes between short-term investments and cash and cash equivalents.

Capital expenditures

For 2013, capital expenditures amounted to SEK 4.5 billion, 2% of sales. Annual capital expenditures are normally around 2% of sales. This corresponds to the needs for keeping and maintaining the current capacity level, including the introduction of new technology and methods. Expenditures are largely related to test sites and equipment infor R&D units and network operations centers as well as manufacturing and repair operations.

The Board of Directors reviews the Company’s investment plans and proposals.

We believeEricsson is planning to invest in three new global ICT Centers, of which two in Sweden and one in Canada, over the coming five years. The centers will support R&D and Services in developing and verifying solutions, bringing innovation to the market faster. Apart from this investment Ericsson believes that the Company’s property, plant and equipment and the facilities the Company occupies are suitable for its present needs in most locations. As of December 31, 2012,2013, no material land, buildings, machinery or equipment were pledged as collateral for outstanding indebtedness.

Capital expenditures 2008–2012

SEK billion

  2012  2011  2010  2009  2008 

Capital expenditures

   5.4    5.0    3.7    4.0    4.1  

of which in Sweden

   1.3    1.7    1.4    1.3    1.6  

Share of annual sales

   2.4  2.2  1.8  1.9  2.0

Cash flow from financing activities

Cash flow from financing activities was SEK –9.4 (–6.5) billion, mainly impacted by dividend paid of SEK –8.6 (–7.5) billion. Other financing activities net amounted to SEK –0.8 (1.0) billion. However, substantial refinancing activities were performed during 2012 to extend the average debt maturity profile and to further diversify funding sources. For more information see section “Non-Current Liabilities”, on previous page.

Cash held in countries with exchange controls

The Company holds cash or cash equivalents in countries where exchange controls or legal restrictions apply. These restrictions normally refer to approval procedures prior to cross-border cash transfers. The amount ofbelieves it has sufficient cash and cash equivalentsgeneration capacity to fund expected capital expenditures without external borrowings in such countries is SEK 10.6 (13.9) billion, of which SEK 9.2 (12.8) billion can be used for repayment of external and internal liabilities as well as other operating needs. Therefore, net cash and cash equivalents that are not readily available for use by the Group is SEK 1.4 (1.1) billion.2014.

Gross cash and net cash

The change in gross cash of SEK 3.8 billion is related to ST-Ericsson where loans of SEK 5.0 billion were converted into investments. The net income reconciled to cash was SEK 19.0 (25.2) billion. Net operating assets was SEK 3.0 (–15.2) billion and investing activities SEK –14.7 (–9.9) billion. Dividends to shareholders amounted to SEK –8.6 (–7.5) billion. This resulted in a decrease in net cash of SEK 1.0 billion.

Ericsson Annual Report on Form 20-F Capital expenditures 2009–2013

BUSINESS RESULTS—REGIONS

Sales per region and segment 2012 and percent change from 2011

 

   Networks  Global Services  Support Solutions       

SEK billion

  2012  Percent
change
  2012  Percent
change
  2012  Percent
change
  Total
2012
  Percent
change
 

North America

   30.5    6  23.5    27  2.7    103  56.8    16

Latin America

   9.8    –15  10.6    12  1.6    65  22.0    0

Northern Europe and Central Asia

   6.3    –35  4.5    –10  0.5    –6  11.3    –25

Western and Central Europe

   6.2    –21  10.6    3  0.7    –27  17.5    –8

Mediterranean

   9.5    –11  13.0 ��  10  0.8    –42  23.3    –2

Middle East

   6.8    –9  7.3    7  1.5    24  15.6    1

Sub-Saharan Africa

   6.4    10  3.9    14  1.0    16  11.3    12

India

   3.5    –42  2.5    –22  0.5    –14  6.5    –34

North East Asia

   22.4    –19  13.3    34  0.5    0  36.2    –5

South East Asia and Oceania

   8.0    6  6.6    18  0.5    –29  15.1    9

Other1)

   7.9    –14  1.2    –844  3.1    90  12.3    15
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total

   117.3    –11  97.0    16  13.5    26  227.8    0

Share of total

   51   43   6   100 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

1)Region “Other” includes licensing revenues, sales of cables, broadcast services, power modules and other businesses. In the regional dimension, all of the Telcordia sales are reported in the Support Solutions segment except for North America where it is split 50/50 between Global Services and Support Solutions. The acquired Technicolor Broadcast Service Division is reported in region “Other”. Multimedia brokering (IPX) was previously reported in each region in segment Support Solutions. For the first three quarters 2012 it was part of region “Other”. Multimedia brokering (IPX) was divested end of Sept. 2012.

SEK billion

  2013  2012  2011  2010  2009 

Capital expenditures

   4.5    5.4    5.0    3.7    4.0  

of which in Sweden

   1.9    1.3    1.7    1.4    1.3  

Share of annual sales

   2.0  2.4  2.2  1.8  1.9

BUSINESS RESULTS—SEGMENTSBusiness results—segments

Networks

Sales

Sales were SEK 117.3 (132.4) billion following a strong 2011.basically flat. The decline is primarily related toSamsung agreement and increased sales in Latin America, Europe and the Middle East impacted sales positively, but this was partly offset by lower sales in China, Russia, IndiaNorth America, where CDMA related sales declined by –50%. North East Asia sales declined as an effect of lower project activities in Japan and South Korea. North America grew despite the –40% decline in CDMA equipment sales. The IP portfolio developed favorably, especially packet core products.

The decline in sales of CDMA equipment was expected. Sales of CDMA equipment amounted to SEK 8.4 (14.0) billion. In CDMA, the priority has been to support customers’ migration to Ericsson’s LTE solution and excel in life-cycle management. Ericsson is today a key supplier to all four major operators in North America.

Profitability

Operating margin decreased due to lower sales as well as negative impact from a business mix with more coverage than capacity projects. In addition, modernization projects in Europe impacted profitability negatively.

Business in 2012

In 2012, Ericsson maintained its share of global installed base of radio base stations of close to 40%, which is almost the size of number two and three combined.

For the key market areas the Company addresses: Radio, IP and Transport as well as Core, preliminary market data indicates that the combined market share was 24%, down from 27% in 2011. The decline is due to a lower market share in the mobile network equipment market; from 38% in 2011 to 35% in 2012, negatively impacted by the technology shift in China, where investments are moving from GSM to other technology areas where Ericsson has limited presence.

Operators’ focus on improving network performance and on service differentiation has been a main driver for mobile broadband investments throughout the year.

In 2012, AIR, the world’s first commercially deployed antenna-integrated radio and part of the RBS 6000 family, met accelerating demand. AIR provides enhanced radio performance and ease of deployment.

After the initial large-scale LTE rollouts in the US, Korea and Japan, Ericsson is now starting to see other countries following. Late 2012, Latin America started LTE rollouts and after executing awarded contracts Ericsson will have a strong LTE footprintlower GSM investments in Latin America, substantially higher than its 3G market share in the region.

Up until the end of 2011, Ericsson had won a total of 38 contracts for LTE on five continents.China.

At the end of 2012, Ericsson had won more than 120 contracts for LTE on six continents. More than 60 LTE networks were in commercial use.

Ericsson´s global market share for LTEthe year there was twice as big as the largest competitor, measured in shipments for full year 2012.

In 2012, Ericsson put the world’s first converged multi-standard radio base station for LTE FDD/TDD into commercial operation.

Thesolid demand for our IMS is increasing as operators are preparingand data layered architecture UDC (User Data Consolidation). However, this was not enough to launch Voice over LTE (VoLTE). Ericsson has a number of contracts for VoLTE.offset the continued structural decline in circuit-switched core.

The demand for circuit-switched core will continue to decline.

DuringOperating margin gradually improved during the year and ended at 10% (6%) This was a result of the Smart Services Router (SSR) gained good tractionSamsung agreement, reduced negative effect from network modernization projects in Europe, improved business mix and 39 contracts were signed.

Competitors

Instrong focus on improving profitability. Restructuring charges amounted to SEK –2.2 (–1.3) billion. This was primarily related to reductions of operations in Sweden and dismantling of the Networks segment, Ericsson competes mainly with telecommunication equipment suppliers such as Alcatel-Lucent, Cisco, Huawei, Juniper, Nokia Siemens Networks,CDMA operations. Operating margin excluding the Samsung and ZTE. The Company also competes with local and regional manufacturers and providers of telecommunications equipment.agreement was 7%.

Global Services

Two subareas areReported sales for Global Services were flat in comparison to a strong 2012. Network Rollout reported sales grew 4% driven by high coverage project activities, primarily in Global Services:North America. Professional Services had a strong development in region North America and India.

Global Services operating margin was 6% (6%). Network Rollout. Professional Services includes Managed services, Customer SupportRoll-out margin gradually improved during the year due to the declining dilutive effect from European network modernization projects as well as Consulting and Systems Integration.

Sales

Sales were SEK 97.0 (83.9) billion.

The growth inthe ongoing efficiency programs. Professional Services is mainly related to continued good momentum in Managed Services as well as in Consulting and Systems Integration. Operators continue to focus on increasing operational efficiency and reducing operating expenses through transformation activities in the voice, IP and OSS and BSS domains which drive demand for managed services and consulting and systems integration. More than 60% of Professional Services sales were recurrent.

Ericsson Annual Report on Form 20-F 2013

The increase in Network Rollout is related to major activities in North East Asia, North America and Europe reflecting the high coverage project activity.

Profitability

Global Services’ operating margin development was stable, despite the continued loss in Network Rollout, due to continued efficiency gains and higher sales in Professional Services. Professional Services has over the past years shown an operating margin of 11–14% (14%). Network Rollout is a low-margin business due to its high level of third-party suppliers for services such as civil works. The losses in 2012 are mainly a consequence of network modernization projects in Europe.

Restructuring charges from continuous transformation of the service delivery organization is a natural part of the services business.

Business in 2012

Market demand for services continuedamounted to grow in both subareas. Ericsson also strengthened its capabilities to address new markets and customers in areas such as IT Managed Services and Broadcast Services. The Company’s capability to deliver services remotely from the four global services centers expanded with the establishment of two new global network operation centers in Asia and Latin America.

The telecom services market is highly fragmented with a few global, but many local suppliers. In telecoms services, internal market data indicates that the Company reached a market share of 13% and is larger than any of its competitors in this fragmented market.

During 2012, 52 (70) managed services contracts were signed of which 19 (32) were expansions or extensions. In 2012, 24 (34) significant consulting and systems integration contracts were signed. At year end, there were approximately 950 (900) million subscribers in networks managed by Ericsson. Approximately 550 (500) million subscribers were in network operations contracts.

The number of services professionals also increased during the year from 56,000 end of 2011 to 60,000 end of 2012. The strategy to industrialize the service delivery continues and the capability of remote delivery has now reached a level of 23% in 2012 compared with 17% in 2011. This increases capacity and provides economies of scale.

Competitors

Competition in services includes the traditional telecommunication equipment suppliers. The Company also competes with companies such as Accenture, HP, IBM, Oracle, Tata Consultancy Services and Tech Mahindra. Among the competition is also a large number of smaller but specialized companies operating on a local or regional basis.SEK –2.0 (–1.9) billion.

Support Solutions

SALES

Sales were SEK 13.5 (10.6) billion. Sales development was goodprimarily driven by portfolio changes and decline in all four strategic focus areas, i.e. OSS, BSS, TV and Media Management and M-Commerce.

The acquired Telcordia operation added sales of SEK 2.1 billion, representing 50% of Telcordias total sales. The divested Multimedia brokering business (IPX) contributed with sales of SEK 1.2 billion for the first nine months of the year.

Profitability

Increased sales and execution on the new strategy, as well as portfolio streamlining and efficiency improvement, generated a higher operating margin. The divestment of IPX generated a capital gain of SEK 0.2 billion.

Business in 2012

The segment changed name in 2012 from Multimedia to Support Solutions following a change of strategy. Focus is now onTV compression technology while OSS and BSS solutions, TVshowed stable development. The Samsung agreement had an overall positive impact on sales.

Operating margin increased to 12% (9%) due to the Samsung agreement. Lower sales and Media management and M-Commerce.

Ericsson has a leading position in both OSS and BSS.

In BSS, Ericsson has 280 charging and billing installations which at year end served two billion subscriptions. Ericsson’s market share in prepaid is 31%.

Incharge related to the media market, Ericsson is number one in broadcast video contribution, distribution and satellite direct-to-home. Customers include BSkyB, Chunghwa Telecom, Telekom A1, DirecTV, EBU and ESPN.

In M-Commerce, Ericsson is offeringdivestment of ACS had a mobile wallet platform and hosted services for interoperability between mobile and financial services. In 2012, the Company signed agreements for wallet payments with Western Union and MTN.

Competitors

The markets for BSS, OSS, TV and Media management and M-Commerce are fragmented with many local players. Competitors vary dependingnegative impact on the solution being offered. In the OSS and BSS market, they include many of the traditional telecommunication equipment suppliers as well as IT suppliers, such as Amdocs, Comverse and Oracle. Competition in the TV business includes Harmonic and Harris. Competition in M-Commerce includes Comviva, Sybase, Infosys and Gemalto.margin.

The JVFrom ST-Ericsson to segment Modems

ST-Ericsson was created in 2008 as a 50/50 joint venture between STMicroelectronicsEricsson and Ericsson, establishedSTMicroelectronics. Early in 2009. The Ericsson share of ST-Ericsson’s results was accounted for according2013, the parents agreed to the equity method. ST-Ericsson’s main competitor was Qualcomm.

In December 2012, STMicroelectronics announced its intention to exit as a shareholder in ST-Ericsson. On the same day, Ericsson announced that it would continue to work together with STMicroelectronics to find a suitable strategic solution for ST-Ericsson. In December, Ericsson also stated that it would not acquire the full majority of ST-Ericssonsplit up and that the Company intended to write down investments and make a provision related to its 50% stake in ST-Ericsson.

This resulted in a non-cash charge of SEK 8.0 billion in 2012. The charge included write-down of SEK 4.7 billion of investments to reflect the best estimate of Ericsson’s share of the fair market value ofclose the joint venture.

Ericsson decided to take over the design, development and sales of the thin LTE multi-mode modem solutions as these are seen as an important part of the Ericsson vision of 50 billion connected devices in the Networked Society. The charge also includedambition is to be among the top three suppliers in the thin-modem market.

In 2013, all ST-Ericsson businesses have been transferred to parents or divested. In 2012, Ericsson made a provision of SEK 3.3 billion, related to the availableongoing implementation of strategic options at hand forhand.

Ericsson now has a highly focused thin-modem operation with industry-leading technology and intellectual property. A new segment was established as of October 1, 2013, and the futuremodems business is now consolidated into Ericsson. For 2013, segment Modems generated an operating loss of SEK –0.5 billion, primarily related to R&D expenses.

Business results—regions

North America: Networks sales declined in 2013, with a strong first half while the second half was weaker as a result of the ST-Ericsson assets. Astwo large mobile broadband coverage projects that peaked in the first half of year-end 2012, there were nothe year. While executing on the large rollout projects in the US, Ericsson has also strengthened its professional services position and capabilities. Global Services accounted for more investments related to ST-Ericsson on Ericsson’s balance sheet.

Ericsson continues to believe thatthan 50% of the modem technology, which it originally contributed to the JV, has a strategic value to the wireless industry.

Business and financial performance in 2012

Early 2012, ST-Ericsson set a new strategic direction aiming at lowering its break-even point and introducing new technologies as well as developing competitive system solutions either directly or with partners.

During 2012, ST-Ericsson reached key maturity milestones with its advanced LTE modem. The NovaThor ModAp is the world’s fastest integrated LTE modem and application processor platform. The ModAp delivers industry-leading performance while improving battery life.

ST-Ericssonregion’s sales in 2012 decreased –18% to USD 1.4 (1.7) billion. The operating loss for the year, adjusted for restructuring charges, was USD –0.8 (–0.7) billion. Adjustments for IFRS compliance mainly consist of capitalization of R&D expenses for hardware development.

ST-Ericsson’s net financial position was USD 37 (–798) million at year-end, reflecting the cancellationsecond half of the parents’ loan facility. Ericsson’s share in ST-Ericsson’s income before taxes, adjusted to IFRS, was SEK –11.7 (–2.7) billion including the non-cash charge of SEK 8.0 billion.year.

The JV Sony EricssonLatin America: LTE deployments ramped up after a slow start, and together with 3G network quality investments, drove sales growth for 2013. However, macroeconomic development mostly in Brazil and Mexico continued to slow down during the year.

In February 2012, Ericsson announcedNorthern Europe and Central Asia: Sales growth was mainly driven by Networks sales in Russia. Operators continued to show high interest in OSS and BSS.

Western and Central Europe: Sales growth was driven by network modernization projects in several countries and also by a high activity level in managed services.

Mediterranean: Sales in 2013 grew, driven by 3G deployments in Northwest Africa and modernization projects.

Middle East: Sales grew in 2013, driven by increased investments in mobile broadband.

Sub-Saharan Africa: Sales came from 2G and 3G deployment and managed services, although the completiondeployment pace slowed down in the latter part of the divestment of its 50% stake in Sony Ericsson Mobile Communications to Sony. The agreed cash consideration for the transaction was EUR 1.05 billion. The deal includes a broad IPR cross-licensing agreement.year. Long-term industry fundamentals remain positive as mobile broadband and smartphone penetration is still at low levels.

Ericsson Annual Report on Form 20-F 20132014

 

SonyIndia: Sales were negatively impacted by poor macroeconomic environment and delays in regulatory legislation. Global Services grew largely due to an increase in Managed Services.

North East Asia: Sales declined in 2013. Japan was negatively impacted by currency and reduced activity. GSM in China structurally declined whilst LTE deployments commenced towards the end of the year. In Japan, KDDI has selected Ericsson was consolidated until December 31, 2011, accordingas one of the prime vendors to the equity method.

The divestment resulted in a gain of SEK 7.7 billiondeploy its LTE system and a positive cash flow effect of SEK 9.1 billion.evolved packet core network.

MEMORANDUM AND ARTICLES OF ASSOCIATIONSouth East Asia and Oceania: Sales grew in 2013 with 3G deployments in Thailand and LTE deployments in Singapore and Australia. In Indonesia major capacity projects were finalized. Smartphone penetration continues to increase from a low level.

Other: Sales increased, positively impacted by the Samsung agreement but negatively impacted by the divestment of IPX in 2012 and the exit of the telecom and power cable business. Sales of broadcast services, cables, power modules and other businesses are also included in “Other.”

Memorandum and articles of association

Telefonaktiebolaget LM Ericsson is registered under no. 556016–0680 in the Company Register kept by the Swedish Companies Registration Office. Our Company’s objective and purposes are described in §2 of the Articles of Association.

Our Articles of Association do not stipulate anything regarding:

 

a director’s power to vote on a proposal, arrangement, or contract in which the director is materially interested

 

our directors’ power to vote for compensation to themselves

 

our directors’ borrowing powers

 

retirements rules for our directors or

 

the number of shares required for a director’s qualification.

Applicable provisions are found in the Swedish Companies Act, as referred to in “Certain Powers of Directors and the President” below.

There are no age limit restrictions for directors and they are not required to own any shares in the Company.

Share Capital, Increases of Share Capital and Preferential Rights of Shareholders

The Articles of Association of Ericsson provide that the share capital of the Company may not be less than SEK 6,000,000,000 nor more than SEK 24,000,000,000, and that the number of shares in the Company shall amount to no less than 3,000,000,000 and no more than 12,000,000,000. The registered share capital is SEK 16,525,258,678 and the Company has in total issued 3,305,051,735 shares.

The Company’s shares are divided into three series: Class A shares, Class B shares and Class C shares; however, no Class C shares are currently outstanding. Under the Swedish Companies Act (2005:551) (the “Swedish Companies Act”), shareholders must approve each issue of additional shares either by deciding on the share issue at a shareholders’ meeting, or by a shareholders’ approval of a decision on a share issue by the Board, or by giving an authorization to the Board to decide about a share issue. If we decide to issue new Class A, Class B and Class C shares by means of a cash issue, or an issue against payment through set-off of claims, Class A, Class B and Class C shareholders (except for Ericsson and its subsidiaries, in the event they hold shares in Ericsson) have a primary preferential right to subscribe for new shares of the same type in relation to the number of shares previously held by them. Shares not subscribed for through a preferential right shall be offered to all shareholders for subscription on a pro rata basis. If we decide to issue new shares of only one series by means of a cash issue or an issue against payment through set-off of claims, all shareholders, regardless of whether their shares are Class A, Class B or Class C, are entitled to a preferential right to subscribe for new shares in proportion to the number of shares previously held by them. Shareholders may vote to waive shareholders’ preferential rights at a general meeting.

If we decide to issue warrants or convertibles through a cash issue or an issue against payment through set-off of claims, the shareholders have preferential rights to subscribe to warrants as if the issue were of the shares that may be subscribed to pursuant to the warrant and, respectively, preferential rights to subscribe to convertibles as if the issue were of the shares that the convertibles may be converted to.

The above does not constitute any restriction to waive the shareholders’ preferential rights when deciding on either a cash issue, an issue against payment through set-off of claims, an issue of warrants or an issue of convertibles.

Dividends

Our Class A and Class B shareholders have the same right to dividends, while Class C shareholders have a right to a yearly dividend as described in article 15 of our Articles of Association. No Class C shares are currently outstanding.

Under Swedish law, only a general meeting of shareholders may decide on payment of dividends, which may not exceed the amount proposed by the Board of Directors (except in certain limited circumstances), and may only be paid from funds legally available for that purpose. Under Swedish law, no interim dividends may be paid in respect of any fiscal period for which audited financial statements of the company have not yet been adopted by the annual general meeting of shareholders. The market practice in Sweden is for dividends to be paid annually. Under the Swedish Companies Act, dividends to shareholders and other transfers of value from a company—such as purchases of own shares (see below)—may only be made in case the company’s restricted equity remains fully covered after the transfer of value has been made. The calculation shall be based upon the most recently adopted balance sheet, and any changes in the restricted equity that has occurred after the balance sheet date shall be taken into account. In addition, dividends to shareholders and other transfers of value from the company may only be made if this is justifiable taken into account the type of business activities of the company, their scope and risks related thereto and the company’s need for financial resources, its liquidity and financial position. In respect of parent companies, also the business activities of the group, their scope and risks related thereto and the group’s need for financial resources, its liquidity and financial position should be taken into account.

The Company’s shares are registered in the computerized book-entry share registration system administered by Euroclear Sweden AB (“Euroclear”). The rights attached to shares eligible for dividends accrue to those persons whose names are recorded in the register of shareholders on the record day. The dividends are then sent to a specified account as directed by the person registered with Euroclear, or to the address of that person. The relevant record day must, in most circumstances, be specified in the resolution declaring a dividend or resolving upon a capital increase or any similar matter in which shareholders have preferential rights, or the Board of Directors must be authorized to determine the relevant record day.

Ericsson Annual Report on Form 20-F 2014

Where the registered holder is a nominee, the nominee receives, for the account of the beneficial owner, dividends and, on issues of shares with preferential rights for the shareholders, shares, as well as rights. Dividends are remitted in a single payment to the nominee who is responsible for the distribution of such dividends to the beneficial owner. A similar procedure is adopted for share issues. Specific authority to act as a nominee must be obtained from Euroclear. TheAt the request of Euroclear, the nominee must issue a public report to Euroclear every third month, listingprovide information about all beneficial holders of more than 500 shares.shares to Euroclear. Euroclear is required to keep a register with regard to any holding on behalf of a single beneficial owner in excess of 500 shares in any one company. This list is prepared every third month and must reveal the names of the beneficial owner and must be open to public inspection.

Voting

In a general meeting of Ericsson, each Class A share shall carry one vote, each Class B share one tenth of one vote and each Class C share one-thousandth of one vote.

We are required to publish notices to attend annual general meetings no earlier than six weeks and no later than four weeks prior to the annual general meeting and the same notice period requirements apply regarding extraordinary general meetings concerning changes in our articles of association. Notices to attend other types of extraordinary general meetings at Ericsson must be published no earlier than six weeks and no later than three weeks prior to the general meeting.

Directors are elected during the annual general meeting for a period of one year at a time and do not stand for reelection at staggered intervals.

A shareholder may attend and vote at the meeting in person or by proxy. For companies whose shares are registered in a central securities

Ericsson Annual Report on Form 20-F 2013

depositary register, proxies are valid for up to five years from the date of issuance. Any shareholder wishing to attend a general meeting must notify us no later than on the day specified in the notice, preferably before 4:00 p.m. (CET). We are required to accept all notifications of attendance received at least five business days (Saturdays normally included) prior to the meeting. A person designated in the register as a nominee (including the depositary of the ADSs) is not entitled to vote at a general meeting, nor is a beneficial owner whose share is registered in the name of a nominee (including the depositary of the ADSs) unless the beneficial owner first arranges to have such owner’s own name entered in the register of shareholders maintained by Euroclear no later than the designated record day.

Under the Swedish Companies Act, resolutions are passed by a simple majority of votes cast at the meeting with the chairman of the meeting having a decisive vote (except in respect of elections), unless otherwise required by law or a company’s articles of association. Under the Swedish Companies Act, certain resolutions require special quorums and majorities, including, but not limited to, the following:

 

 Aa resolution to amend the articles of association requires a majority of two-thirds of the votes cast as well as two-thirds of the shares represented at the meeting, except in those circumstances described in B—D below;

 

 Ba resolution to amend the articles of association which reduces any shareholder’s rights to profits or assets, restricts the transferability of shares or alters the legal relationship between shares, normally requires the unanimous approval of the shareholders present at the meeting and who hold nine-tenths of all outstanding shares;

 

 Ca resolution to amend the articles of association for the purpose of limiting the number of shares with which a shareholder may vote at a general meeting or allocating part of the net profit for the fiscal year to a restricted fund or limiting the use of the company’s profits or assets in a liquidation or dissolution, normally requires the approval of shareholders representing two-thirds of the votes cast and nine-tenths of the shares represented at the meeting;

 

 Da resolution of the kind referred to under B or C above may, however, be taken with a lower supermajority requirement if the amendments referred to therein will only adversely affect specific shares or classes of shares. In such cases, the requirement under a above will apply together with the following separate supermajority: (a) where only a class of shares is adversely affected, approval of the owners of one-half of all shares of such class and nine-tenths of the shares of such class represented at the meeting, or (b) where the shares adversely affected do not constitute a class of shares, the unanimous approval of all such affected outstanding shares present at the meeting and who hold nine-tenths of all outstanding shares adversely affected;

 

 Ea resolution to issue, approve or authorize the issuance for cash of new shares, warrants or convertibles with a deviation from the preferential right for existing shareholders requires a two-thirds majority of votes cast at the meeting as well as two-thirds of the shares represented at the meeting;

 

 Fa resolution to reduce the outstanding share capital requires a two-thirds majority of votes cast at the meeting as well as two-thirds of the shares represented at the meeting. In case there are several classes of shares in a company, the above described majority requirement shall apply also within each share class represented at the meeting and for which the rights of the shares are adversely affected; and

 

 Ga resolution to approve a merger requires a two-thirds majority of the votes cast at the meeting and two-thirds of the shares represented at the meeting (however, under certain circumstances a higher majority is required).

At a general meeting of shareholders, a shareholder or proxy for one or more shareholders may cast full number of votes represented by the holder’s shares.

Purchase of Own Shares

A Swedish public limited liability company whose shares are traded on a regulated market place within the European Economic Area (“EEA”) or a market place comparable to a regulated market place outside the EEA is entitled to purchase its own shares under certain conditions. A purchase by us of our own shares may take place only if (a) the purchase has been decided upon by a general meeting of shareholders or the Board has been authorized by a general meeting of shareholders, in both cases by a two thirds majority of votes cast at the meeting as well as two-thirds of the shares represented at the meeting, (b) the purchase is effected on a regulated market place within the EEA or a market place comparable to a regulated market place outside the EEA (in the latter case with the approval of the Swedish Financial Supervisory Authority the “SFSA”) or pursuant to an offer to all shareholders or holders of a specific class of shares, (c) the Company’s restricted equity will still be fully covered and the purchase is justifiable taken into account the type of business activities of the Company and the group, their scope and risks related thereto and the Company’s and the group’s need for financial resources, its liquidity and

Ericsson Annual Report on Form 20-F 2014

financial position, and (d) we and our subsidiaries do not hold or, as a result of purchase, will not hold in excess of 10% of all our outstanding shares. As of December 31, 2013,2014, the Company held an aggregate of 73,968,17863,450,558 treasury stock of Class B shares.

Investment Restrictions

There are no limitations imposed by Swedish law or by our Articles of Association in respect of the rights of non-residents or foreign persons to purchase, own or sell securities issued by us.

There are, however, certain flagging and ownership examination rules that apply, irrespective of nationality.

Pursuant to the Swedish Financial Instruments Trading Act any change in a holding of shares, depository receipts with voting rights or financial instruments that entitle the holder to acquire shares in issue in a Swedish limited liability company whose shares are admitted for trading on a regulated market place within the EEA shall be reported by the holder to the company and the SFSA, where the change entails that the holder’s portion of all shares or votes in the company reaches, exceeds or falls below any of the limits of 5, 10, 15, 20, 25, 30, 50, 66 2/3 or 90 per cent. Such a change should, as a main rule, be reported not later than the trading day following the day on which the party with a duty to report has entered into an agreement for the acquisition or transfer of shares or any other change to the shareholding has occurred.

In addition, the Act on Reporting Obligations Regarding Certain Holdings of Financial Instruments requires, among other things, certain individuals who own shares representing 10% or more of the share capital or the voting rights in a Swedish public limited liability company whose shares are traded on a regulated market within the EEA to report such ownership to the SFSA, which keeps a public register based on the information contained in such reports, and also to report any changes in such ownership within five business days.

EXCHANGE CONTROLSExchange controls

There is no Swedish legislation affecting a) the import or export of capital or b) the remittance of dividends, interest or other payments to nonresidentnon-resident holders of our securities except that, subject to the provisions in any tax treaty, dividends are subject to withholding tax.

TAXATIONTaxation

General

The taxation discussion set forth below does not purport to be a complete analysis or listing of all potential tax effects relevant to the acquisition, ownership or disposition of Class B shares or ADSs. The statements of United States and Swedish tax laws set forth below are based on the laws in force as of the date of this report and may be subject to any changes in United States or Swedish law, and in

Ericsson Annual Report on Form 20-F 2013

any double taxation convention or treaty between the United States and Sweden, occurring after that date, which changes may then have retroactive effect.

Specific tax provisions may apply for certain categories of tax payers.taxpayers. Your tax treatment if you are a holder of Class B shares or ADSs depends in part on your particular situation. If you are a holder of Class B shares or ADSs, you should therefore consult a tax advisor as to the tax consequences relating to your particular circumstances resulting from the ownership of Class B shares or ADSs.

The tax consequences to holders of ADSs, as discussed below, apply equally to holders of Class B shares.

Certain Swedish Tax Considerations

This section describes the material Swedish income and net wealth tax consequences for a holder of ADSs or Class B shares who is not considered to be a Swedish resident for Swedish tax purposes. This section applies to you only if you are a holder of portfolio investments representing less than 10% of capital and votes and is not applicable if the ADSs or Class B shares pertain to a permanent establishment or fixed place of business in Sweden.

Taxation on Capital Gains

Generally, non-residents of Sweden are not liable for Swedish capital gains taxation with respect to the sale of ADSs or Class B shares. However, under Swedish tax law, capital gains from the sale of shares in Swedish companies and certain other securities by an individual may be taxed in Sweden at a rate of 30% if the seller has been a resident of Sweden or has lived permanently in Sweden at any time during the year of the sale or the 10 calendar years preceding the year of the sale (absent treaty provisions to the contrary). The provision is applicable onto ADSs or Class B shares. From 1 January 2008 the rule has been extended so that it also applies to shares in foreign companies, provided that the shares were acquired during the time that the person was liable to tax in Sweden.

This provision may, however, be limited by tax treaties that Sweden has concluded with other countries. Under the tax treaty between Sweden and the United States (the “U.S. Tax Treaty”), this provision applies for ten years from the date the individual became a non-resident of Sweden.

Taxation on Dividends

A Swedish dividend withholding tax at a rate of 30% is imposed on dividends paid by a Swedish corporation, such as us, to non-residents of Sweden. The same withholding tax applies to certain other payments made by a Swedish corporation, including payments as a result of redemption of shares and repurchase of stock through an offer directed to its shareholders. Exemption from the withholding tax or a lower tax rate may apply by virtue of a tax treaty. Under the U.S. Tax Treaty, the withholding tax on dividends paid on portfolio investments to eligible U.S. holders is reduced to 15%.

Under all Swedish tax treaties, except the tax treaty with Switzerland, withholding tax at the applicable treaty rate should be withheld by the payer of the dividends. With regard to dividends paid from shares in corporations registered with the Euroclear Sweden (such as our shares), a reduced rate of dividend withholding tax under a tax treaty is generally applied at the source by the Euroclear Sweden or, if the shares are registered with a nominee, the nominee, as long as the person entitled to the dividend is registered as a non-resident and sufficient information regarding the tax residency of the beneficial owner is available to the Euroclear Sweden or the nominee.

In those cases where Swedish withholding tax is withheld at the rate of 30% and the person who received the dividends is entitled to a reduced rate of withholding tax under a tax treaty, a refund may be claimed from the Swedish tax authorities before the end of the fifth calendar year following the year that the distribution was made.

Ericsson Annual Report on Form 20-F 2014

Taxation on Interest

No Swedish withholding tax is payable on interest paid to non-residents of Sweden.

Net Wealth Taxation

The Swedish net wealth tax has been abolished from 1 January 2007.

Certain United States Federal Income Tax Consequences

The following discussion is a summary of the material United States federal income tax consequences relevant to the ownership and disposition of ADSs or Class B shares. This discussion is based on the tax laws of the United States (including the Internal Revenue Code of 1986, as amended (the “Code”), its legislative history, existing and proposed regulations thereunder, published rulings and court decisions) as in effect on the date hereof, all of which are subject to change, possibly with retroactive effect. The discussion is not a full discussion of all tax considerations that may be relevant to the ownership and disposition of ADSs or Class B shares. The discussion applies only if you will hold the ADSs and/or the Class B shares as capital assets and you use the USD as your functional currency. It does not deal with the tax treatment of investors subject to special rules, such as grantor trusts, real estate investment trusts, regulated investment companies, banks, brokers or dealers in securities or currencies, traders in securities that elect to use a mark-to-market method of recording for their securities holdings, financial institutions, insurance companies, tax-exempt entities, investors liable for alternative minimum tax, holders (either actually or constructively) of 10% or more of the voting power of our shares, persons holding ADSs and/or Class B shares as part of a hedging, straddle, conversion or constructive sale transaction and persons who are resident or ordinarily resident in Sweden. In addition, investors holding ADSs and/or Class B shares indirectly through partnerships are subject to special rules not discussed below. You should consult your own tax advisors about the United States federal, state, local and foreign tax consequences to you of the ownership and disposition of the ADSs or Class B shares.

The discussion below applies to you only if you are a beneficial owner of ADSs and/or Class B shares not resident in Sweden for purposes of the U.S. Tax Treaty and you are, for United States federal income tax purposes, (1) a citizen or resident of the United States, (2) a corporation or any other entity treated as a corporation that is organized in or under the laws of the United States or its political subdivisions, including the District of Columbia, (3) a trust if all of the trust’s substantial decisions are subject to the control of one or more United States persons and the primary supervision of the trust is subject to a United States court, or if a valid election is in effect with respect to the trust to be taxed as a United States person, or (4) an estate the income of which is subject to United States federal income taxation regardless of its source.

The discussion below assumes that the representations contained in the deposit agreement governing the ADSs are true and that the obligations in the deposit agreement and any related agreement will be complied with in accordance with the terms. If you hold ADSs, you will be treated as the holder of the underlying Class B shares represented by those ADSs for United States federal income tax purposes.

Dividends

Subject to the passive foreign investment company rules discussed below, the gross amount of dividends paid (before reduction for any Swedish withholding taxes) with respect to the ADSs or Class B shares generally will be included in your gross income as ordinary income from foreign sources to the extent paid out of our current or accumulated earnings and profits (as determined for United States federal income tax purposes). Distributions in excess of earnings and profits will be treated as a non-taxable return of capital to the extent of your adjusted tax basis in the ADSs or Class B shares and thereafter as capital gain. The dividends will not be eligible for the dividends received deduction

Ericsson Annual Report on Form 20-F 2013

available to corporations in respect of dividends received from other U.S. corporations. The amount of any dividend paid in SEK will be the USD value of the dividend payment based on the exchange rate in effect on the date of receipt (or constructive receipt) by you, in the case of Class B shares or by the depositary, in the case of ADSs, whether or not the payment is converted into USD at that time. Your tax basis in the SEK received will equal such USD amount. Gain or loss, if any, recognized on a subsequent sale or conversion of the SEK will be U.S. source ordinary income or loss.

If you are a non-corporate holder of ADSs or Class B shares, dividends you receive on the ADSs or Class B shares may be taxed at the lower applicable capital gains rate provided that (1) we are not a passive foreign investment company (as discussed below) for either our taxable year in which the dividend was paid or the preceding taxable year, (2) certain holding period requirements are met, (3) you are not under any obligation to make related payments with respect to substantially similar or related property and (4) either (a) in the case of ADSs our ADSs continue to be listed on the Nasdaq Stock Market (or a national securities exchange that is registered under section 6 of the Securities Exchange Act of 1934, as amended) or (b) we are eligible for the benefits of the U.S. Tax Treaty. You should consult your own tax advisors regarding the availability of the lower rate for dividends paid with respect to ADSs or Class B shares.

Subject to certain limitations, you will generally be entitled to receive credit against your United States federal income tax liability (or a deduction against your United States federal taxable income) with respect to any Swedish tax withheld in accordance with the U.S. Tax Treaty and paid over to Sweden. If a refund of the tax withheld is available to you under the laws of Sweden or under the U.S. Tax Treaty, the amount of tax withheld that is refundable will not be eligible for such credit against your United States federal income tax liability (and will not be eligible for the deduction in computing your United States federal taxable income). For foreign tax credit limitation purposes, the dividend will be income from sources without the United States, and will generally be treated as “passive category income” (or, in the case of certain holders, “general category income”).

Sale or Exchange of ADSs or Class B shares

Subject to the passive foreign investment company rules discussed below, you will generally recognize capital gain or loss on the sale or other disposition of the ADSs or Class B shares equal to the difference between the USD value of the amount realized and your adjusted tax basis (determined in USD) in the ADSs or Class B shares. Such gain or loss will be capital gain or loss and will generally be treated as arising from U.S. sources for foreign tax credit limitation purposes.

The amount realized on a disposition of ADSs or Class B shares will generally be the amount of cash you receive for the

Ericsson Annual Report on Form 20-F 2014

ADSs or Class B shares (which, in the case of payment in a non-U.S. currency, will equal the USD value of the payment received determined on (a) the date of receipt of payment if you are a cash basis taxpayer and (b) the date of disposition if you are an accrual basis taxpayer). If the ADSs or Class B shares are treated as traded on an “established securities market,” if you are a cash basis taxpayer (or, if you are an accrual basis taxpayer, if you so elect) you will determine the USD value of the amount realized by translating the amount received at the spot rate of exchange on the settlement date of the sale.

You will have a tax basis in any foreign currency received equal to the USD amount realized. Any gain or loss you realize on a subsequent sale or conversion of foreign currency will be U.S. source ordinary income or loss.

Passive Foreign Investment Company Status

A non-U.S. corporation is a passive foreign investment company (a “PFIC”) in any taxable year in which, after taking into account the income and assets of certain subsidiaries, either (a) at least 75% of its gross income is passive income or (b) at least 50% of the quarterly average value of its assets is attributable to assets that produce or are held to produce passive income. Based on the market value of our shares, the composition of our assets and income and our operations, we believe we were not a PFIC during the year 2013.2014. However, whether or not we will be considered a PFIC will depend on the nature and source of our income and the value of our assets, as determined from time to time. If we are treated as a PFIC, we will not provide information necessary for the “qualified electing fund” election as the term is defined in the relevant provisions of the Code. You should consult your own tax advisors about the consequences of our potential classification as a PFIC.

If we were classified as a PFIC with respect to your ADSs or Class B shares for any taxable year we would generally continue to be a PFIC (unless certain conditions are met) and you would be subject to special rules with respect to:

 

any gain realized on the sale or other disposition of ADSs or Class B shares; or

 

any other “excess distribution” made to you (generally, any distributions to you in respect of ADSs or Class B shares during a single taxable year that are, in the aggregate, greater than 125% of the average annual distributions received by you in respect of ADSs or Class B shares during the three preceding taxable years or, if shorter, your holding period for ADSs or Class B shares).

Under these rules:

 

the gain or any other excess distribution would be allocated ratably over your holding period for ADSs or Class B shares;

 

the amount allocated to the taxable year in which the gain or excess distribution was realized and any year before we became a PFIC would be taxable as ordinary income and

 

the amount allocated to each prior year, other than the current year and any taxable year prior to the first taxable year in which we were a PFIC, would be subject to tax at the highest applicable marginal tax rate in effect for each such year; and an interest charge would be imposed.

If we are a PFIC for any taxable year, you will also be deemed to own shares in any of our subsidiaries that are also PFICs in such a year. As an alternative to the special rules described above, holders of “marketable stock” in a PFIC may elect mark-to-market treatment with respect to their ADSs or Class B shares. ADSs or Class B shares will not be considered marketable stock unless they are regularly traded on a qualified exchange or other market. If the mark-to-market election is available and you elect mark-to-market treatment you will, in general, include as ordinary income each year an amount equal to the increase in value of your ADSs or Class B shares for that year (measured at the close of your taxable year) and will generally be allowed a deduction for any decrease in the value of your ADSs or Class B shares for the year, but only to the extent of previously included mark-to-market income. In addition, any gain you recognize upon the sale or other disposition of the ADSs or Class B shares will be treated as ordinary income and any loss will be treated as ordinary loss, but only to the extent of previously included mark-to-market income. Any loss in excess of previously included mark-to-markmark-to-market income will be treated as a capital loss. However, a mark-to-market election would likely be unavailable with respect to your proportionate share in any of our subsidiaries that are PFICs.

If you own ADSs or Class B shares during any year in which we are a PFIC, you will generally be required to make an annual return on IRS Form 8621.

Information Reporting and Backup Withholding

In general, information reporting requirements may apply to dividends paid in respect of ADSs or Class B shares and the proceeds received on the sale or exchange of the ADSs or Class B shares within the United States or by a broker with certain United States connections. Backup withholding may apply to payments to you of dividends paid in respect of ADSs or Class B shares or the proceeds of a sale or other disposition of ADSs or Class B shares if you fail to provide an accurate taxpayer identification number (certified on IRS Form W–9) or, upon request, to

Ericsson Annual Report on Form 20-F 2013

certify that you are not subject to backup withholding, or otherwise to comply with the applicable requirements of backup withholding. The amount of any backup withholding from a payment to you will be allowed as a credit against your United States federal income tax liability and a refund of any excess amount withheld under the backup withholding rules may be obtained by filing the appropriate claim for refund with the IRSInternal Revenue Service and furnishing any required information.

Additional Reporting Requirements

Certain holders who are individuals may be required to report information relating to an interest in ADSs or Class B shares, subject to certain exceptions (including an exception for ADSs or Class B shares held in accounts maintained by certain financial institutions). Holders should consult their tax advisors regarding the effects, if any, of these requirements on their ownership and disposition of ADSs or Class B shares.

Ericsson Annual Report on Form 20-F 2014

DEPOSITARY FEES AND CHARGESDepositary fees and charges

Fees and charges payable by ADS holders

 

   

Service

  

Rate

  

By whom paid

1)

  Receipt of deposits and issuance of receipts  Up to USD 5 per 100 American Depositary Shares of fraction thereof  Party to whom receipts are issued

2)

  Delivery of deposited shares against surrender of receipts  Up to USD 5 per 100 American Depositary Shares or fraction thereof  Party surrendering receipts

3)

  Distribution of Cash Dividends and Cash Proceeds  Up to USD 2 per 100 American Depositary Shares  All holders of American Depositary Shares

4)

  Administration of the ADSs  Up to USD 2 per 100 American Depositary Shares per annum  All holders of American Depositary Shares

Except as otherwise provided in the Deposit Agreement, any and all other expenses of the Depositary, including without limitation, expenses or charges for printing, stationery, postage, insurances, cables, etc, are to be borne by the Depositary, or by the Company in accordance with agreements entered into from time to time with the Company.

Fees payable by the Depositary to the Issuer

Citibank N.A. (“Citibank”), as depositary through January 6, 2014, agreed to reimburse Ericsson USD 5 million per year for expenses related to our ADS program (the “Program”), including Program-related legal fees, expenses related to investor relations in the US, US investor presentations,ADS-related financial advertising and public relations, fees and expenses of Citibank as administrator of the ADS Direct Plan, fees in relation to our Form 20-F and SOX compliance.

Citibank further agreed to waive other ADS program related expenses amounting to USD 22,582.94 associated with the administration of the Program.

On January 7, 2014, Ericsson entered into a deposit agreement with Deutsche Bank Trust Company America (“Deutsche Bank”), which replaced Citibank as the depositary of our ADSs. Deutsche Bank has agreed to reimburse Ericsson a minimum of USD 4.2 million per year for expenses related to our ADS program (the “Program”), including Program-related legal fees, expenses related to investor relations in the US, US investor presentations, fees in relation to the preparation of our Form 20-F and Form 6-K reports and SOX and NASDAQ compliance. In addition, Deutsche Bank has agreed to reimburse Ericsson a percentage of the revenues collected by Deutsche Bank as a result of charging dividend or administrative fees from our ADS holders.

Deutsche Bank has further agreed to waive the costs associated with the administration of the Program and reporting services. In 2014, the total amount of such expenses was USD 88,261.14.

During 2014, Deutsche Bank also reimbursed Ericsson an amount of USD 25,000 for expenses related to the transfer of the depositary bank program from Citibank to Deutsche Bank.

CORPORATE GOVERNANCE REQUIREMENTSNASDAQ and SEC corporate governance requirements

Ericsson, as a company whose shares are listed on NASDAQ New York, is subject to a varietythe listing requirements and certain of the corporate governance requirements. However, it can rely on exemptions from certain U.S. requirements including those that are different from Swedish Law. Below is an exemption relied upon by Ericsson:of NASDAQ New York and to the rules of the SEC.

All members of the audit committeeAudit Committee of a NASDAQ-listedNASDAQ New York-listed company must be independent in accordance with theNASDAQ New York and SEC and the NASDAQ rules. The SEC rules include a specific exemption from these independence requirements for audit committeeAudit Committee members of foreign private issuers who are non-executive employee representatives appointed to the audit committeeAudit Committee pursuant to local law.

The Company relies on this exemption, and it does not consider that such reliance materially adversely affects the ability of the Audit Committee to act independently or to satisfy other SEC requirements. In addition, foreign private issuers such asrequirements applicable to Audit Committees.

Under NASDAQ New York rules, Ericsson mayis permitted to follow home country practices in lieu of certain NASDAQ corporate governance requirements. Below is a list ofrequirements that would apply to US companies listed on NASDAQ New York. The rules require disclosures regarding the ways in which Ericsson’s corporate governance practices followed by Ericsson that differ from certain corporate governance requirementsthose required of US companies under the rules of NASDAQ Marketplace Rules:New York.

These differences include the following:

 

Employee representatives are electedappointed to theEricsson’s Board of Directors and serve on Committees (including the Audit and the Remuneration Committees) in accordance with Swedish law

 

Employee representatives on the Ericsson Board and Committees may attend all meetings of the Board and respective Committee meetingscommittees on which they serve (including those of the Audit and the Remuneration Committees) in accordance with Swedish lawslaw

 

Shareholders participate inIn accordance with Swedish market practices, the appointmentNomination Committee is not fully comprised of Board members. In addition to the Chairman of the Board, representatives of the four largest shareholders are appointed as members of the Nomination Committee in accordanceof Ericsson.

The determination regarding independence of Board members for purposes of the NASDAQ New York rules is made by the Nomination Committee prior to the Annual General Meeting (“AGM”) instead of the Board. Before the AGM 2014, the Nomination Committee determined that the following Board members were independent under the NASDAQ rules: Roxanne S. Austin, Sir Peter L. Bonfield, Nora Denzel, Börje Ekholm, Alexander Izosimov, Leif Johansson, Ulf J. Johansson, Sverker Martin-Löf, Kristin Skogen Lund, Jacob Wallenberg and Pär Östberg. When appointing members to the Committees of the Board, the Board of Directors makes determinations regarding Committee member independence.

The Board of Directors does not have regularly scheduled meetings with common Swedish market practiceonly independent directors present.

 

The external auditor is proposed by the Nomination Committee in cooperation with the Audit Committee and is elected by the shareholdersshareholders.

 

NoNASDAQ New York rules applicable to US companies require the consideration of six factors relating to the independence of compensation consultants, legal counsel or other advisers retained by compensation or remuneration committees. Consistent with Swedish practices, the Remuneration Committee’s procedures addressing independence of advisers do not expressly require the consideration of those six factors.

Ericsson does not solicit proxies for shareholder meetings, which is in accordance with Swedish practices and rules.

There are no minimum quorum requirements for shareholder meetings under Swedish law, except under certain limited circumstances. Certain resolutions requiring special quorums and majorities are described in our Memorandum and Articles of Association.

Some of the requirements addressed by NASDAQ New York rules are included in the Swedish Corporate Governance Code or the work procedure for the Board of Directors instead of Committee charters. The work procedure establishes the attribution of various responsibilities among the Board, its Committees and the President and CEO. It is reviewed, evaluated and adopted by the Board whenever necessary, but at least once a year.

Ericsson Annual Report on Form 20-F 2014

AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURESAudit committee pre-approval policies and procedures

The Audit Committee reviews and approves the scope of audits to be performed (external and internal) and analyzes the results and costs of the audits. The Committee makes recommendations to the Board of Directors regarding the auditor’s performance. It also makes recommendations to the Nomination Committee regarding the external auditor’s fees. In order to ensure the auditor’s independence, the Audit Committee has established pre-approval policies and procedures for non-audit related services to be performed by the external auditor. Pre-approval authority may not be delegated to management. The policies and procedures include a list of prohibited services and services that require pre-approval by the Committee. Such services fall into two broad categories:

 

General pre-approval—certain services regarding taxes, transactions, risk management, business improvement, corporate finance, attestation and accounting and so called general services. These services have received general pre-approval by the Audit Committee, provided that the estimated fee for each project does not exceed SEK 1 million. The external auditor must advise the Audit Committee of services rendered under the general pre-approval policy.

 

Specific pre-approval—all other non-audit related services must receive specific pre-approval. The Audit CommitteeChairmanCommittee Chairman has the delegated authority for specific pre-approval in between Committee meetings, provided that the fee in each case does not exceed SEK 2.5 million. The Chairman reports any pre-approval to the Audit Committee at its next meeting. For matters which may not be handled by the Chairman and require specific pre-approval by the Audit Committee, the auditor submits an application to the Parent Company for final approval by the Audit Committee.

Ericsson Annual Report on Form 20-F 2013

All non-audit related services provided by the independent auditors were pre-approved in 2014.

DISCLOSURE PURSUANT TO SECTIONDisclosure pursuant to section 219 OF THE IRAN THREAT REDUCTION AND SYRIA HUMAN RIGHTS ACT OF 2013of the Iran threat reduction and Syria human rights act of 2012 (ITRA)

Ericsson has conducted business in Iran/Persia since the late nineteenth century, opened an office in Iran in 1973 and later established a local subsidiary in the country. Ericsson strongly believes in enabling communication for all and believes that access to communications can enable the right to health, education and freedom of expression. Ericsson’s business activities in Iran principally involve the sale of telecommunications infrastructure related products and services, including support, installation and maintenance services. Ericsson’s exports from the European Union (the “EU”) to Iran are performed under export licenses from the Swedish Agency for Non-Proliferation and Export Controls. The EU sanctions towards Iran grant an exemption for the supply of certain telecommunications equipment and software based on which these export licenses are granted.

Due to its operations in Iran, and having staff permanently in the country, Ericsson has contacts with its local customers and retains certain local suppliers and service providers. In addition, Ericsson has other dealings incidental to its local activities, such as making payments for taxes, salaries, rents, utilities and office and similar supplies and customs related services. As a result, Ericsson has contact with companies that may be owned or controlled by the government of Iran. While Ericsson seeks to obtain information regarding the ownership of customers and other counterparties in Iran, it is sometimes difficult to determine ownership and control with certainty, particularly with respect to determining whether an entity engaged in commercial activities is owned or controlled by the government.

During 2013,2014, Ericsson sold telecommunications infrastructure related products and services in Iran to MTNIrancell and to Mobile Communication Company of Iran (“MCCI”), telecommunications companies operating in Iran. During 2013,the year, Ericsson also had discussions with Sherkate Khadamate Ertebati Rightel (“Rightel”) relating to sales by Ericsson of telecommunications infrastructure related product and services to Rightel. During 2014, Ericsson’s gross revenue (reported as net sales) related to sales to MTNIrancell and MCCI in Iran was approximately SEK 1,4833,057 million. Ericsson does not normally allocate net profit (reported as net income) on a country-by-country or activity-by-activity basis, other than as set forth in Ericsson’s consolidated financial statements prepared in accordance with IFRS as issued by the IASB. However, Ericsson has estimated that its net profitoperating income (income before taxes and financial net) from such sales, after internal cost allocation was less than SEK 160725 million during 2013. In light of the recent international developments related to Iran, Ericsson has decided not to execute on the previously anticipated phase out of telecommunications infrastructure related products to customers in Iran.2014. Ericsson intends to continue to engage with existing customers and explore opportunities with new customers in Iran while continuously evaluating the situation.monitoring international developments as they relate to Iran and its government.

In some instances, Ericsson has had to arrange performance bonds or similar financial guarantees to secure Ericsson’s performance of obligations under the commercial agreements Ericsson has entered into relating to the business in Iran. In such instances, Ericsson usually engages its banks outside Iran, who in turn engage local banks in the country. These local banks include Tejarat Bank, Melli Bank and Saderat Bank. Although some bonds and guarantees involving these banks are still in place, no new performance bonds or similar guarantees with respect to Ericsson’s business activities in Iran were issued during 2013,2014, nor were payments made to beneficiaries under any such existing bond or guarantee.

During 2013, Ericsson’s Iranian subsidiary temporarily opened an account in Tejarat Bank for purposes of collecting interest income amounting to approximately SEK 0.6 million earned from Tejarat Bank prior to the closing of the subsidiary’s accounts with that bank in 2012. The account was closed once the amount had been collected and transferred to an account in another bank.

Some payments made to Ericsson’s local subsidiary and payments required to be made by the local subsidiary to suppliers involve banks controlled by the government of Iran, such as Bank Mellat, Tejarat Bank, Bank Melli, Saderat Bank, Keshavarzi Bank, Eghtesad Novin Bank, Refah Bank and Bank Sepah. Ericsson also received payments from customers to Ericsson’s accounts outside Iran.

Ericsson Annual Report on Form 20-F 20132014

 

INVESTMENTSInvestments

The following listing shows certain shareholdings owned directly and indirectly by the Parent Company as of December 31, 2013. 2014.

A complete listing of shareholdings, prepared in accordance with the Swedish Annual Accounts Act and filed with the Swedish Companies Registration Office (Bolagsverket), may be obtained upon request to: Telefonaktiebolaget LM Ericsson, External Reporting, SE-164 83 Stockholm, Sweden.

Shares owned directly by the Parent Company

 

Type

 

Company

  Domicile  Percentage
of ownership
  Par value
in local
currency,
million
   Carrying
value,
SEK million
 

Subsidiary companies

       
I Ericsson AB  Sweden   100    50     20,731  
I Ericsson Shared Services AB  Sweden   100    361     2,216  
I Netwise AB  Sweden   100    2     306  
II AB Aulis  Sweden   100    14     6  
III Ericsson Credit AB  Sweden   100    5     5  
 Other (Sweden)     —      —       1,847  
I Ericsson Austria GmbH  Austria   100    4     65  
I Ericsson Danmark A/S  Denmark   100    90     216  
I Oy LM Ericsson Ab  Finland   100    13     196  
II Ericsson Participations France SAS  France   100    26     524  
I Ericsson Germany GmbH  Germany   100    —       4,232  
I Ericsson Hungary Ltd.  Hungary   100    1,301     120  
II LM Ericsson Holdings Ltd.  Ireland   100    2     15  
I Ericsson Telecomunicazioni S.p.A.  Italy   100    44     5,357  
II Ericsson Holding International B.V.  The Netherlands   100    222     3,200  
I Ericsson A/S  Norway   100    75     114  
II Ericsson Television AS  Norway   100    161     1,788  
I Ericsson Corporatia AO  Russia   100    5     5  
I Ericsson España S.A.  Spain   100    43     170  
I Ericsson AG  Switzerland   100    —       —    
II Ericsson Holdings Ltd.  United Kingdom   100    328     4,094  
 Other (Europe, excluding Sweden)     —      —       395  
II Ericsson Holding II Inc.  United States   100    2,830     29,006  
I Companía Ericsson S.A.C.I.  Argentina   951)   41     178  
I Ericsson Canada Inc.  Canada   100    —       51  
I Belair Networks  Canada   100    170     170  
I Ericsson Telecom S.A. de C.V.  Mexico   100    n/a     1,050  
 Other (United States, Latin America)     —      —       67  
II Teleric Pty Ltd.  Australia   100    20     100  
I Ericsson Ltd.  China   100    2     2  
I Ericsson (China) Company Ltd.  China   100    65     475  
I Ericsson India Private Ltd.  India   100    725     147  
I Ericsson India Global Services PVT. Ltd  India   100    389     64  
I Ericsson-LG CO Ltd.  Korea   75    150     3,285  
I Ericsson (Malaysia) Sdn. Bhd.  Malaysia   70    2     4  
I Ericsson Telecommunications Pte. Ltd.  Singapore   100    2     1  
I Ericsson South Africa PTY. Ltd  South Africa   100    —       128  
I Ericsson Taiwan Ltd.  Taiwan   90    270     36  
I Ericsson (Thailand) Ltd.  Thailand   492)   90     17  
 Other countries (the rest of the world)     —      —       373  
      

 

 

   

 

 

 
 Total        80,756  
      

 

 

   

 

 

 

Joint ventures and associated companies

       
II ST-Ericsson SA  Switzerland   50    137     —    
I Rockstar Consortium Group  Canada   21    1     7  
I Ericsson Nikola Tesla d.d.  Croatia   49    65     330  
      

 

 

   

 

 

 
 Total        337  
      

 

 

   

 

 

 

Key to type of company

Company

  Reg. No.   Domicile  Percentage
of ownership
  Par value
in local
currency,
million
   Carrying
value,
SEK million
 

Subsidiary companies

         

Ericsson AB

   556056-6258    Sweden   100    50     20,731  

Ericsson Shared Services AB

   556251-3266    Sweden   100    361     2,216  

Netwise AB

   556404-4286    Sweden   100    2     306  

Datacenter i Rosersberg AB

   556895-3748    Sweden   100    —       88  

Datacenter i Mjärdevi Aktiebolag

   556366-2302    Sweden   100    10     69  

AB Aulis

   556030-9899    Sweden   100    14     6  

Ericsson Credit AB

   556326-0552    Sweden   100    5     5  

Other (Sweden)

       —      —       1,640  

Ericsson Austria GmbH

    Austria   100    4     65  

Ericsson Danmark A/S

    Denmark   100    90     216  

Oy LM Ericsson Ab

    Finland   100    13     196  

Ericsson Participations France SAS

    France   100    26     524  

Ericsson Germany GmbH

    Germany   100    —       4,232  

Ericsson Hungary Ltd.

    Hungary   100    1,301     120  

LM Ericsson Holdings Ltd.

    Ireland   100    2     15  

L M Ericsson Limited

    Ireland   100    —       33  

Ericsson Telecomunicazioni S.p.A.

    Italy   100    44     5,357  

Ericsson Holding International B.V.

    The Netherlands   100    222     3,199  

Ericsson A/S

    Norway   100    75     114  

Ericsson Television AS

    Norway   100    161     1,788  

Ericsson Corporatia AO

    Russia   100    5     5  

Ericsson España S.A.

    Spain   100    43     170  

Ericsson AG

    Switzerland   100    —       —    

Ericsson Holdings Ltd.

    United Kingdom   100    328     4,094  

Other (Europe, excluding Sweden)

       —      —       295  

Ericsson Holding II Inc.

    United States   100    2,896     29,006  

Companía Ericsson S.A.C.I.

    Argentina   951)   41     15  

Ericsson Canada Inc.

    Canada   100    —       51  

Belair Networks

    Canada   100    —       170  

Ericsson Telecom S.A. de C.V.

    Mexico   100    —       1,050  

Other (United States, Latin America)

       —      —       166  

Teleric Pty Ltd.

    Australia   100    20     100  

Ericsson Ltd.

    China   100    2     2  

Ericsson (China) Company Ltd.

    China   100    65     475  

Ericsson India Private Ltd.

    India   100    725     147  

Ericsson India Global Services PVT. Ltd

    India   100    389     64  

Fabrix Systems Ltd

    Israel   100    —       704  

Ericsson-LG CO Ltd.

    Korea   75    600     3,285  

Ericsson (Malaysia) Sdn. Bhd.

    Malaysia   70    2     4  

Ericsson Telecommunications Pte. Ltd.

    Singapore   100    2     1  

Ericsson South Africa PTY. Ltd

    South Africa   75    —       144  

Ericsson Taiwan Ltd.

    Taiwan   90    270     36  

Ericsson (Thailand) Ltd.

    Thailand   492)   90     17  

Other countries (the rest of the world)

       —      —       344  
       

 

 

   

 

 

 

Total

          81,265  
       

 

 

   

 

 

 

Joint ventures and associated companies

         

ST-Ericsson SA

    Switzerland   50    137     —    

Rockstar Consortium Group

    Canada   21    1     7  

Ericsson Nikola Tesla d.d.

    Croatia   49    65     330  
       

 

 

   

 

 

 

Total

          337  
       

 

 

   

 

 

 

 

IManufacturing, distribution and development companies
IIHolding companies
IIIFinance companies
1)Through subsidiary holdings, total holdings amount to 100% of Compania Ericsson S.A.C.I.
2)Through subsidiary holdings, total holdings amount to 100% of Ericsson (Thailand) Ltd.

Ericsson Annual Report on Form 20-F 20132014

 

Shares owned by subsidiary companies

 

TypeCompany

  

CompanyReg. No.

  Domicile  Percentage
of ownership
 

Subsidiary companies

    

II

Ericsson Cables Holding AB

556044-9489  Sweden   100  

IEricsson France SAS

  Ericsson France SAS  France   100  

I

Ericsson Telekommunikation GmbH1)

  Germany   100  

IEricsson Telecommunicatie B.V.

  LM Ericsson Ltd.Ireland100

I

Ericsson Telecommunicatie B.V.  The Netherlands   100  

IEricsson Telekomunikasyon A.S.

  Ericsson Telekomunikasyon A.S.  Turkey   100  

IEricsson Ltd.

  Ericsson Ltd.  United Kingdom   100  

IRedbee Media

  United Kingdom100

Ericsson Inc.

  United States   100  

IEricsson Wifi Inc.

  Ericsson Wifi Inc.  United States   100  

IDrutt Corporation Inc.

  Drutt Corporation Inc.  United States   100  

IRedback Networks Inc.

  Optimi Corporation  United States   100  

ITelcordia Technologies Inc.

  Redback Networks Inc.  United States   100  

I

Telcordia Technologies Inc.United States100

I

Ericsson Telecomunicações S.A.

  Brazil   100  

I

Ericsson Australia Pty. Ltd.

  Australia   100  

I

Ericsson (China) Communications Co. Ltd.

  China   100  

I

Nanjing Ericsson Panda Communication Co. Ltd.

  China   51  

IEricsson Japan K.K.

  Ericsson Japan K.K.  Japan   100  

I

Ericsson Communication Solutions Pte Ltd.

  Singapore   100  

Key to type of company

 

I1)Manufacturing, distribution and development companiesDisclosures Pursuant to Section 264b of the German Commercial Code (Handelsgesetzbuch – HGB)
IIHolding companies

Applying Section 264b HGB, Ericsson Holding GmbH and Ericsson Telekommunikation GmbH, located in Frankfurt am Main/Germany, are exempted from the obligation to prepare, have audited and disclose financial statements and a management report in accordance with the legal requirements being applicable for German corporations.

Ericsson Annual Report on Form 20-F 20132014

 

RECONCILIATIONS TO IFRS

This section includes a reconciliation of certain non-IFRS financial measures to the most directly comparable IFRS financial measures. The presentation of non-IFRS financial measures has limitations as analytical tools and should not be considered in isolation or as a substitute for our related financial measures prepared in accordance with IFRS.

We present non-IFRS financial measures to enhance an investor’s evaluation of our ongoing operating results, to aid in forecasting future periods and to facilitate meaningful comparison of our results between periods. Our management uses these non-IFRS financial measures to, among other things, evaluate our ongoing operations in relation to historical results, for internal planning and forecasting purposes and in the calculation of certain performance-based compensation.

The non-IFRS financial measures presented in this report may differ from similarly-titled measures used by other companies.

Ericsson EBITA margin

 

SEK billion

  2013 2012 2011 2010 2009   2014 2013 2012 2011 2010 

Net income

   12.2    5.9    12.6    11.2    4.1     11.1    12.2    5.9    12.6    11.2  

Interest

   0.7    0.3    –0.2    0.7    –0.3     1.0    0.7    0.3    –0.2    0.7  

Tax

   4.9    4.2    5.6    4.5    2.1     4.7    4.9    4.2    5.6    4.5  

Amortization and write-downs of acquired intangibles

   4.5    4.6    4.5    5.9    7.8     4.3    4.5    4.6    4.5    5.9  

EBITA

   22.4    15.0    22.4    22.4    13.8     21.1    22.4    15.0    22.4    22.4  
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Net sales

   227.4    227.8    226.9    203.3    206.5     228.0    227.4    227.8    226.9    203.3  

EBITA margin (%)

   9.8  6.6  9.9  11.0  6.7   9.3  9.8  6.6  9.9  11.0
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Capital employed

 

  2013 2012 2011 2010 2009   2014   2013   2012   2011   2010 

Total assets

   269,190    274,996    280,349    281,815    269,809     293,558     269,190     274,996     280,349     281,815  

Non-interest-bearing provisions and liabilities

                

Provisions, non-current

   –222    –211    –280    –353    –461     –202     –222     –211     –280     –353  

Deferred tax liabilities

   –2,650    –3,120    –2,250    –2,571    –2,270     –3,177     –2,650     –3,120     –2,250     –2,571  

Other non-current liabilities

   –1,459    –2,377    –2,248    –3,296    –2,035     –1,797     –1,459     –2,377     –2,248     –3,296  

Provisions, current

   –5,140    –8,427    –5,985    –9,391    –11,970     –4,225     –5,140     –8,427     –5,985     –9,391  

Trade payables

   –20,502    –23,100    –25,309    –24,959    –18,864     –24,473     –20,502     –23,100     –25,309     –24,959  

Other current liabilities

   –58,314    –61,108    –57,970    –58,605    –52,529     –69,845     –58,314     –61,108     –57,970     –58,605  
  

 

  

 

  

 

  

 

  

 

   

 

   

 

   

 

   

 

   

 

 

Capital employed

   180,903    176,653    186,307    182,640    181,680     189,839     180,903     176,653     186,307     182,640  
  

 

  

 

  

 

  

 

  

 

   

 

   

 

   

 

   

 

   

 

 
Return on capital employed      
  2013 2012 2011 2010 2009 

Operating income

   17,845    10,458    17,900    16,455    5,918  

Financial income

   1,346    1,708    2,882    1,047    1,874  

Average capital employed1)

      

Capital employed at January 1

   176,653    186,307    182,640    181,680    182,439  

Capital employed at December 31

   180,903    176,653    186,307    182,640    181,680  

Average capital employed

   178,778    181,480    184,474    182,160    182,060  
  

 

  

 

  

 

  

 

  

 

 

Return on capital employed2)

   10.7  6.7  11.3  9.6  4.3
  

 

  

 

  

 

  

 

  

 

 

Return on capital employed

   2014  2013  2012  2011  2010 

Operating income

   16,807    17,845    10,458    17,900    16,455  

Financial income

   1,277    1,346    1,708    2,882    1,047  

Average capital employed1)

      

Capital employed at January 1

   180,903    176,653    186,307    182,640    181,680  

Capital employed at December 31

   189,839    180,903    176,653    186,307    182,640  

Average capital employed

   185,371    178,778    181,480    184,474    182,160  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Return on capital employed2)

   9.8  10.7  6.7  11.3  9.6
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 

1)Average capital employed is the average of the amounts of capital employed at January 1 and December 31.
2)Return on capital employed is the total of operating income and financial income as a percentage of average capital employed.

Gross cash and Net cash

 

  2013   2012   2011   2010   2009   2014   2013   2012   2011   2010 

Cash and cash equivalents

   42,095     44,682     38,676     30,864     22,798     40,988     42,095     44,682     38,676     30,864  

Short term investments

   34,994     32,026     41,866     56,286     53,926  

Short-term investments

   31,171     34,994     32,026     41,866     56,286  

Gross cash

   77,089     76,708     80,542     87,150     76,724     72,159     77,089     76,708     80,542     87,150  

Post-employment benefits

   –9,825     –9,503     –10,016     –5,092     –8,533     –20,385     –9,825     –9,503     –10,016     –5,092  

Interest-bearing liabilities

                    

Borrowings non-current

   –22,067     –23,898     –23,256     –26,955     –29,996     –21,864     –22,067     –23,898     –23,256     –26,955  

Borrowings current

   –7,388     –4,769     –7,765     –3,808     –2,124     –2,281     –7,388     –4,769     –7,765     –3,808  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Net cash

   37,809     38,538     39,505     51,295     36,071     27,629     37,809     38,538     39,505     51,295  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Ericsson Annual Report on Form 20-F 20132014

 

Return on equity

 

  2013 2012 2011 2010 2009   2014 2013 2012 2011 2010 

Net income attributable to stockholders of the Parent Company

   12,005    5,775    12,194    11,146    3,672     11,568    12,005    5,775    12,194    11,146  

Average stockholders’ equity1)

            

Stockholders’ equity at January 1

   136,883    143,105    145,106    139,870    140,823  

Stockholders’ equity at December 31

   140,204    136,883    143,105    145,106    139,870  

Stockholders’ equity on January 1

   140,204    136,883    143,105    145,106    139,870  

Stockholders’ equity on December 31

   144,306    140,204    136,883    143,105    145,106  

Average stockholders’ equity

   138,544    139,994    144,106    142,488    140,347     142,255    138,544    139,994    144,106    142,488  
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Return on equity2)

   8.7  4.1  8.5  7.8  2.6   8.1  8.7  4.1  8.5  7.8
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

 

1)Average stockholders’ equity is based on the amounts aton January 1 and December 31.
2)Return on equity is Net income attributable to stockholders of the Parent Company as a percentage of average Stockholders’ equity (based on the amounts aton January 1 and December 31).

Working capital

 

  2013   2012   2011   2010   2009   2014   2013   2012   2011   2010 

Current assets

   190,896     193,254     198,816     198,443     182,442     201,789     190,896     193,254     198,816     198,443  

Current non-interest-bearing provisions and liabilities

                    

Provisions, current

   –5,140     –8,427     –5,985     –9,391     –11,970     –4,225     –5,140     –8,427     –5,985     –9,391  

Trade payables

   –20,502     –23,100     –25,309     –24,959     –18,864     –24,473     –20,502     –23,100     –25,309     –24,959  

Other current liabilities

   –58,314     –61,108     –57,970     –58,605     –52,529     –69,845     –58,314     –61,108     –57,970     –58,605  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Working capital1)

   106,940     100,619     109,552     105,488     99,079     103,246     106,940     100,619     109,552     105,488  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

1)Working capital is Current assets less current non-interest-bearing provisions and liabilities

Cash conversion

 

      2013 2012 2011 2010 2009       2014 2013 2012 2011 2010 

Cash flow from operating activities

   A     17,389    22,031    9,982    26,583    24,476     A     18,702    17,389    22,031    9,982    26,583  

Net income

   B     12,174    5,938    12,569    11,235    4,127     B     11,143    12,174    5,938    12,569    11,235  

Adjustments to reconcile net income to cash

   C     9,828    13,077    12,613    12,490    16,856  

Adjustments to reconcile net income to cash, see Note C25

   C     11,200    9,828    13,077    12,613    12,490  
    

 

  

 

  

 

  

 

  

 

     

 

  

 

  

 

  

 

  

 

 

Cash conversion = A/(B+C)

     79  116  40  112  117

Cash conversion =A/(B+C)

     84  79  116  40  112
    

 

  

 

  

 

  

 

  

 

     

 

  

 

  

 

  

 

  

 

 

Capital turnover

   2014   2013   2012   2011   2010 

Net Sales

   227,983     227,376     227,779     226,921     203,348  

Average capital employed1)

          

Capital employed on January 1

   180,903     176,653     186,307     182,640     181,680  

Capital employed on December 31

   189,839     180,903     176,653     186,307     182,640  

Average capital employed

   185,371     178,778     181,480     184,474     182,160  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Capital turnover2)

   1.2     1.3     1.3     1.2     1.1  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

1)Average capital employed is the average of the amounts of capital employed on January 1 and December 31.
2)Capital turnover is Net sales divided by average capital employed

Ericsson Annual Report on Form 20-F 20132014

FIVE-YEAR SUMMARY

For definitions of the financial terms used, see Glossary, Financial terminology and Exchange rates.

Ten-year summary

SEK million

  2014  Change  2013  2012  2011  2010 

Income statement items

                   

Net sales

   227,983    0  227,376    227,779    226,921    203,348  

Operating income

   16,807    –6  17,845    10,458    17,900    16,455  

Financial net

   –996    33  –747    –276    221    –672  

Net income

   11,143    –8  12,174    5,938    12,569    11,235  

Year-end position

                   

Total assets

   293,558    9  269,190    274,996    280,349    281,815  

Working capital as defined1)

   103,246    –3  106,940    100,619    109,552    105,488  

Capital employed as defined1)

   189,839    5  180,903    176,653    186,307    182,640  

Gross cash as defined1)

   72,159    –6  77,089    76,708    80,542    87,150  

Net cash as defined1)

   27,629    –27  37,809    38,538    39,505    51,295  

Property, plant and equipment

   13,341    17  11,433    11,493    10,788    9,434  

Stockholders’ equity

   144,306    3  140,204    136,883    143,105    145,106  

Non-controlling interest

   1,003    –29  1,419    1,600    2,165    1,679  

Interest-bearing liabilities and post-employment benefits

   44,530    13  39,280    38,170    41,037    35,855  

Per share indicators

                   

Earnings per share, basic, SEK, as defined

   3.57    –4  3.72    1.80    3.80    3.49  

Earnings per share, diluted, SEK, as defined

   3.54    –4  3.69    1.78    3.77    3.46  

Cash dividends per share, SEK, as defined

   3.402)   13  3.00    2.75    2.50    2.25  

Cash dividends per ADS, USD

   0.412)   –11  0.46    0.42    0.38    0.37  

Stockholders’ equity per share, SEK, as defined

   44.51    3  43.39    42.51    44.57    45.34  

Number of shares outstanding (in millions)

                   

end of period, basic

   3,242    —      3,231    3,220    3,211    3,200  

average, basic

   3,237    —      3,226    3,216    3,206    3,197  

average, diluted

   3,270    —      3,257    3,247    3,233    3,226  

Other information

                   

Additions to property, plant and equipment

   5,322    18  4,503    5,429    4,994    3,686  

Depreciation and write-downs/impairments of property, plant and equipment

   4,316    3  4,209    4,012    3,546    3,296  

Acquisitions/capitalization of intangible assets

   6,184    30  4,759    13,247    2,748    7,246  

Amortization and write-downs/impairments of intangible assets

   5,629    –5  5,928    5,877    5,490    6,657  

Research and development expenses

   36,308    13  32,236    32,833    32,638    31,558  

as percentage of net sales

   15.9  —      14.2  14.4  14.4  15.5

Export sales from Sweden, SEK million

   113,734    4  108,944    106,997    116,507    100,070  

Ratios

                   

Operating margin excluding joint ventures and associated companies

   7.4  —      7.9  9.7  9.6  8.7

Operating margin

   7.4  —      7.8  4.6  7.9  8.1

EBITA margin, as defined1)

   9.3  —      9.8  6.6  9.9  11.0

Cash conversion, as defined1)

   84  —      79  116  40  112

Return on equity, as defined1)

   8.1  —      8.7  4.1  8.5  7.8

Return on capital employed, as defined1)

   9.8  —      10.7  6.7  11.3  9.6

Equity ratio, as defined

   49.5  —      52.6  50.4  51.8  52.1

Capital turnover, as defined1)

   1.2    —      1.3    1.3    1.2    1.1  

Inventory turnover days, as defined

   64    —      62    73    78    74  

Trade receivables turnover, as defined

   3.1    —      3.4    3.6    3.6    3.2  

Statistical data, year-end

                   

Number of employees

   118,055    3  114,340    110,255    104,525    90,261  

of which in Sweden

   17,580    –2  17,858    17,712    17,500    17,848  

1)These financial measures as defined by us may constitute non-IFRS measures. For a reconciliation to the most directly comparable IFRS measures, see pages 155-156.
2)For 2014, as proposed by the Board of Directors.

Ericsson Annual Report on Form 20-F 2014

 

GLOSSARY

2G

The first digital generation of mobile systems. Includes GSM, TDMA, PDC and cdmaOne.

3G

Third generation mobile system. Includes WCDMA/HSPA, CDMA2000 and TD-SCDMA.

4G

See LTE.

All-IP

A single, common IP infrastructure that can handle all network services, including fixed and mobile communications, for voice and data services as well as video services such as TV.

Backhaul

Transmission between radio base stations and the core network.

BSS

Business support systems.

CAGR

Compound Annual Growth Rate.

Capex

Capital expenditure.

Carrier grade

(Also telecom grade) refers to a system, or a hardware or software component, with at least “five nines”, i.e. 99.999%, availability.

CDMA

Code Division Multiple Access. A radio technology on which the cdmaOne (2G) and CDMA2000 (3G) mobile communication standards are both based.

Cloud

When data and applications reside in the network.

EDGE

An enhancement of GSM. Enables the transmission of data at speeds up to 250 kbps (Evolved EDGE up to 1 Mbps.)

GSM

Global System for Mobile Communications. A first digital generation mobile system.

CO2e

The amount of a particular greenhouse gas, expressed as the amount of carbon dioxide that gives the same greenhouse effect.

EPC

Evolved Packet Core. The core network of the LTE system.

Heterogeneous network

Densification and enhancement of a network to increase capacity.

HSPA

High Speed Packet Access. Enhancement of 3G/WCDMA that enables mobile broadband.

ICT

Information and Communication Technology.

IMS

IP Multimedia Subsystem. A standard for voice and multimedia services over mobile and fixed networks using IP.

IP

Internet Protocol. Defines how information travels between network elements across the internet.

IPR

Intellectual Property Rights.

IPTV

IP Television. A technology that delivers digital television via fixed broadband access.

JV

Joint Venture.

LTE

Long-Term Evolution. 4G; the evolutionary step of mobile technology beyond HSPA, allowing data rate above 100 Mbps.

M-commerce

Mobile commerce.

M2M

Machine-to-machine communication.

Managed services

Management of operator networks and/or hosting of their services.

Mobile broadband

Wireless high-speed internet access using the HSPA, LTE and CDMA2000EV-DO technologies.

Networked Society

Ericsson’s vision of what will happen when everything that can benefit from being connected is connected, empowering people, business and society.

NFV

Network Functions Virtualization. Software implementation of network functions that can be deployed in virtualized infrastructure, offering efficient orchestration, automation and scalability.

OSS

Operations Support Systems.

Penetration

The number of subscriptions divided by the population in a geographical area.

PsiYRAN

is a solution for mobile broadband (3G) coverage. The name reflects the shape of the solution with just one radio connected to three antennas.Radio Access Network.

SDN

Software-Defined Network. A programmable network with physical separation of decisions about where network traffic is sent (control plane), from the underlying system that forward traffic to the selected destinations (data plane).

VoLTE (Voice over LTE)

VoLTE, based on the IP Multimedia Subsystem (IMS), is a voice service delivered as data flows in LTE, over time replacing the legacy circuit-switched voice network.

WCDMA

Wideband Code Division Multiple Access. A 3G mobile communication standard. WCDMA builds on the same core network infrastructure as GSM.

xDSL

Digital Subscriber Line technologies for broadband multimedia communications in fixed-line networks. Examples: IP-DSL, ADSL and VDSL.

The terms “Ericsson,”“Ericsson”, “the Company,”Company”, “the Group,” “us,” “we,”Group”, “us”, “we”, and “our” all refer to Telefonaktiebolaget LM Ericsson and its subsidiaries.

Ericsson Annual Report on Form 20-F 20132014

 

FINANCIAL TERMINOLOGY

Capex

Capital expenditure.

Capital employed

Total assets less non-interest-bearing provisions and liabilities. (which includes: non-current provisions; deferred tax liabilities; other non-current liabilities; current provisions; trade payables; other current liabilities).

Capital turnover

Net sales divided by average capital employed.

Cash conversion

Cash flow from operating activities divided by the sum of net income and adjustments to reconcile net income to cash, expressed as percent.

Cash dividends per share

Dividends paid divided by average number of basic shares.

Compound annual growth rate (CAGR)

The year-over-year growth rate over a specified period of time.

Days sales outstanding (DSO)

Trade receivables balance at quarter end divided by net sales in the quarter and multiplied by 90 days. If the amount of trade receivables is larger than last quarter’s sales, the excess amount is divided by net sales in the previous quarter and multiplied by 90 days, and total DSO are the 90 days of the most current quarter plus the additional days from the previous quarter.

Earnings per share (EPS)

Basic earnings per share: profit or loss attributable to stockholders of the Parent Company divided by the weighted average number of ordinary shares outstanding during the period. Diluted earnings per share: the weighted average number of shares outstanding are adjusted for the effects of all dilutive potential ordinary shares.

EPS (non-IFRS)

EPS, diluted, excluding amortizations and write-down of acquired intangible assets and including restructuring charges.

EBITA margin

Earnings before interest, taxes, amortization and write-downs of acquired intangibles (intellectual property rights, trademarks and other intangible assets; see Note C10 “Intangible assets”) as a percentage of net sales.

Equity ratio

Equity, expressed as a percentage of total assets.

Gross cash

Cash and cash equivalents plus short-term investments.

Inventory turnover days (ITO days)

365 divided by inventory turnover, calculated as total cost of sales divided by the average inventories for the year (net of advances from customers).

Net cash

Cash and cash equivalents plus short-term investments less interest-bearing liabilities (which include: non-current borrowings and current borrowings) and post-employment benefits.

P/E ratio

The P/E ratio is calculated as the price of a Class B share at last day of trading divided by Earnings per basic earnings per share.

Payable days

The average balance of trade payables at the beginning and at the end of the year divided by cost of sales for the year, and multiplied by 365 days.

Payment readiness

Cash and cash equivalents and short-term investments less short-term borrowings plus long-term unused credit commitments. Payment readiness is also shown as a percentage of net sales.

Return on capital employed

The total of Operating income plus Financial income as a percentage of average capital employed (based on the amounts at January 1 and December 31).

Return on equity

Net income attributable to stockholders of the Parent Company as a percentage of average Stockholders’ equity (based on the amounts at January 1 and December 31).

Stockholders’ equity per share

Stockholders’ equity divided by the number of shares outstanding at end of period, basic.

Total Shareholder Return (TSR)

The increase or decrease in Class B share price during the period, adjusted for dividends paid,including dividend, expressed as a percentage of the share price at the start of the period.

Trade receivables turnover

Net sales divided by average trade receivables.

Value at Risk (VaR)

A statistical method that expresses the maximum potential loss that can arise with a certain degree of probability during a certain period of time.

Working capital

Current assets less current non-interest-bearing provisions and liabilities (which include: current provisions; trade payables; other current liabilities).

EXCHANGE RATESExchange rates

Exchange rates used in the consolidation

 

  January–December   January–December 
  2013   2012   2014   2013 

SEK/EUR

        

Average rate

   8.67     8.70     9.11     8.67  

Closing rate

   8.90     8.58     9.47     8.90  

SEK/USD

        

Average rate

   6.52     6.73     6.89     6.52  

Closing rate

   6.46     6.51     7.79     6.46  

Ericsson Annual Report on Form 20-F 20132014

 

SHAREHOLDER INFORMATION

FOR PRINTED PUBLICATIONS

A printed copy of the Annual Report is provided on request.

Strömberg Distribution

SE-120 88 Stockholm, Sweden

Phone: +46 8 449 89 57

Email: ericsson@strd.se

IN THE UNITED STATES:

Ericsson’s Transfer Agent Deutsche Bank,

Deutsche Bank Shareholder Services

American Stock Transfer & Trust Company

Registered holders: Toll-free number: +1 (800) 937-5449

Interested investors: Direct dial: +1 (718) 921-8124

Email: DB@amstock.com

Ordering a hard copy of the Annual Report: +1 888 301 2504

Telefonaktiebolaget LM Ericsson’s shareholders are invited to participate in the Annual General Meeting toof shareholders 2015 will be held on Friday,Tuesday, April 11, 2014,14, 2015, at 3 p.m. at Stockholm Waterfront Congress Centre, Nils Ericsons Plan 4, Stockholm, Sweden.

Registration and notice of attendance

Shareholders who wish to attend the Annual General Meeting must:

 

Be recorded in the share register kept by Euroclear Sweden AB (the Swedish Securities Registry) on Saturday,Wednesday, April 5, 2014;8, 2015; and

 

Give notice of attendance to the Company at the latest on MondayWednesday April 7, 2014.8, 2015. Notice of attendance can be given by telephone: +46 8 402 90 54 on weekdays between 10a.m.10 a.m. and 4p.m.4 p.m., or on Ericsson’s website: www.ericsson.com.www.ericsson.com

Notice of attendance may also be given in writing to:

Telefonaktiebolaget LM Ericsson

General Meeting of Shareholdersshareholders

Box 7835, SE-103 98 Stockholm, Sweden

Notice of attendance can be given as from the publication of the notice convening the Annual General Meeting.

When giving notice of attendance, please state the name, date of birth or registration number, address, telephone number and number of assistants, if any.

The meeting will be conducted in Swedish and simultaneously interpretedtranslated into English.

Shares registered in the name of a nominee

In addition to giving notice of attendance, shareholders having their shares registered in the name of a nominee, must request the nominee to temporarily enter the shareholder into the share register as of Saturday,per Wednesday, April 5, 2014,8, 2015, in order to be entitled to attend the meeting. Since the record day for attending the meeting is a Saturday, theThe shareholder should inform the nominee to that effect well before Friday, April 4, 2014.that day.

Proxy

Shareholders represented by proxy shall issue and submit to the Company a power of attorney for the representative. A power of attorney issued by a legal entity must be accompanied by a copy of the entity’s certificate of registration, or if no such certificate exists, a corresponding document of authority. Such documents must not be older than one year unless the power of attorney explicitly provides that it is valid for a longer period, up to a maximum of five years. In order to facilitate the registration at the Annual General Meeting, the original power of attorney, certificates of registration and other documents of authority should be sent to the Company in advance to the address above for receipt by Thursday,Monday, April 10 , 2014.13, 2015. Forms of power of attorney in Swedish and English are available on Ericsson’s website: www.ericsson.com/investors.

Dividend

The Board of Directors has decided to propose the Annual General Meeting to resolve on a dividend of SEK 3.003.40 per share for the year 20132014 and that Wednesday,Thursday, April 16, 20142015 will be the record date for dividend.

Financial information from Ericsson

2014 Form 20-F for the US market: March 2015

 

Interim reports 2014:2015:

       Q1, April 23, 20142015       Q3, October 24, 201423, 2015
       Q2, July 18, 201417, 2015       Q4, January 27, 20152016

Annual Report 2014:2015: March 20152016

2013

Ericsson Annual Report on Form 20-F for2014

LOGO

For printed publications

A printed copy of the US market: April 2014Annual Report is provided on request.

WHERE YOU CAN FIND OUT MOREStrömberg Distribution

SE-120 88 Stockholm, Sweden

Phone: +46 8 449 89 57

Email: ericsson@strd.se

IN THE UNITED STATES:

Ericsson’s Transfer Agent Deutsche Bank, Deutsche Bank Shareholder Services American Stock Transfer & Trust Company

Registered holders:

Toll-free number: +1 (800) 937-5449

Interested investors:

Direct dial: +1 (718) 921-8124

Email: DB@amstock.com

Ordering a hard copy of the Annual Report:

Phone: +1 (888) 301 2504

LOGO

Where you can find out more

Information about Ericsson and its development is available on ourthe website: www.ericsson.com.

Annual and interim reports and other relevant shareholder information can be found at: www.ericsson.com/investors

Ericsson headquarters

Torshamnsgatan 21

Kista, Stockholm, Sweden

Registered office

Telefonaktiebolaget LM Ericsson

SE–164SE-164 83 Stockholm, Sweden

Investor relations

For questions on the Company,

please contact Investor Relations:

Telephone:Phone: +46 10(10) 719 00 00

Email: investor.relations@ ericsson.com.investor.relations@ericsson.com.

ERICSSON ANNUAL REPORT 2013:Ericsson Annual Report 2014:

Project management:

Ericsson Investor Relations

Design and production:

Addison Group and Paues MediaHallvarsson&Halvarsson

Group Management, Board of Directors photography:

photography: Per Myrehed AB

ReprographicsPrinting:

Göteborgstryckeriet 2015

Printed on UPM Sol Matt and printing:Munken Lynx

Trosa Tryckeri AB 2014

LOGO

Ericsson Annual Report on Form 20-F 20132014

 

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.

TELEFONAKTIEBOLAGET LM ERICSSON

April 8, 2014March 31, 2015

 

By:

 

/s/    ROLAND HAGMAN        

 Roland Hagman

By:

 

/s/    NINA MACPHERSON        

 Nina Macpherson

 

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