Table of Contents

As filed with the Securities and Exchange Commission on March 22, 201821, 2019

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 20172018

Commission file number 1‑13202

Nokia Corporation

(Exact name of Registrant as specified in its charter)

Republic of Finland
(Jurisdiction of incorporation)

Karaportti 3 FI‑02610 Espoo, Finland
(Address of principal executive offices)

Jussi Koskinen,Esa Niinimäki, Vice President, Corporate Legal, Telephone: +358 (0) 10 44 88 000, Facsimile: +358 (0) 10 44 81 002,
Karaportti 3, FI‑02610 Espoo, Finland
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 (the “Exchange Act”):

 

 

Title of each class

Name of each exchange on which registered

American Depositary Shares

New York Stock Exchange

Shares

New York Stock Exchange(1)

 

(1)Not for trading, but only in connection with the registration of American Depositary Shares representing these shares, pursuant to the requirements of the Securities and Exchange Commission.

Securities registered pursuant to Section 12(g) of the Exchange Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Exchange Act:
5.375% Notes due 2019, 3.375% Notes due 2022, 4.375% Notes due 2027 and 6.625% Notes due 2039.None

Indicate the number of outstanding shares of each of the registrant’s classes of capital or common stock as of the close of the period covered by the annual report. Shares: 5 839 404 303635 945 159.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes   ☒   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 Exchange Act.

Yes   ☐   No   ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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   ☒   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).

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☒ 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 Exchange Act.

Yes ☐ No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically  every Interactive Data File required to be submitted 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 such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and, “smaller reporting
company” or “emerging growth
company” in Rule 12b‑2 of the Exchange Act. (Check one):

 

 

Large accelerated filer ☒

Accelerated filer ☐

Non-accelerated filer ☐ (Do not check if a smaller reporting company)

Smaller reporting company ☐

Emerging growth company ☐

 

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

U.S. GAAP ☐

International Financial Reporting Standards as issued by the International Accounting Standards Board ☒

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 ☒

 

 

 


 

Table of Contents

Cross-reference table

to Form 20-F

 

Form 20‑F  
Item Number

Form 20‑F Heading

Section in Document

ITEM

1

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

N/A

ITEM

2

OFFER STATISTICS AND EXPECTED TIMETABLE

N/A

ITEM

3

KEY INFORMATION

 

 

3A

Selected Financial Data

General facts on Nokia—Selected financial data

 

3B

Capitalization and Indebtedness

N/A

 

3C

Reasons for the Offer and Use of Proceeds

N/A

 

3D

Risk Factors

Operating and financial review and prospects—Risk factors

ITEM

4

INFORMATION ON THE COMPANY

 

 

4A

History and Development of the Company

Cover page, Overview, Introduction and use of certain terms; General facts on Nokia—Our history; Operating and financial review and prospects—Liquidity and capital resources; Operating and financial review and prospects—MaterialSignificant subsequent events; Financial statements—Notes to consolidated financial statements—Note 4,5, Segment information; Financial statements—Notes to consolidated financial statements—Note 5,6, Acquisitions and disposals; Other information—Investor information

 

4B

Business Overview

Business overview; Operating and financial review and prospects—Principal industry trends affecting operations; Financial statements—Notes to consolidated financial statements—Note 4,5, Segment information; General facts on Nokia—Government regulation

 

4C

Organizational Structure

Overview—This is Nokia—Organizational structure and reportable segments;Business overview—We create the technology to connect the world; Financial statements—Notes to consolidated financial statements—Note 4,5, Segment information; Financial statements—Notes to consolidated financial statements—Note 32, Principal Group companiescompanies; Financial statements—Notes to consolidated financial statements—Note 1, Corporate information

 

4D

Property, Plants and Equipment

Business overview; Financial statements—Notes to consolidated financial statements—Note 2, Significant accounting policies; Financial statements—Notes to consolidated financial statements—Note 6, Disposals treated as7, Discontinued operations; Financial statements—Notes to consolidated financial statements—Note 15,16, Property, plant and equipment; General facts on Nokia—Production of infrastructure equipment and products

 

4A

UNRESOLVED STAFF COMMENTS

None

ITEM

5

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

 

5A

Operating Results

Operating and financial review and prospects—Principal industry trends affecting operations; Financial statements—Notes to consolidated financial statements—Note 2, Significant accounting policies; Financial statements—Notes to consolidated financial statements—Note 36, RiskFinancial risk management

 

5B

Liquidity and Capital Resources

Operating and financial review and prospects—Liquidity and capital resources; Financial statements—Notes to consolidated financial statements—Note 24, Fair value of financial instruments; Financial statements—Notes to consolidated financial statements—Note 25, Derivative financial instruments; Financial statements—Notes to consolidated financial statements—Note 30, Commitments and contingencies; Financial statements—Notes to consolidated financial statements—Note 36, RiskFinancial risk management

 

5C

Research and Development, Patents and Licenses

Business overview—Networks business—Research and development; Business overview—Networks business— Patents and licenses; Business overview—Nokia Technologies—Research and development; Business overview—Nokia Technologies—Patents and licenses; Operating and financial review and prospects—Results of operations; Operating and financial review and prospects—Results of segments

 

5D

Trends Information

Business overview; Operating and financial review and prospects— Principal industry trends affecting operations

 

5E

Off-Balance Sheet Arrangements

Operating and financial review and prospects—Liquidity and capital resources—Off-Balance Sheet Arrangements; Financial statements—Notes to consolidated financial statements—Note 36, RiskFinancial risk management; Financial statements—Notes to consolidated financial statements—Note 30, Commitments and contingencies

 

5F

Tabular Disclosure of Contractual Obligations

Financial statements—Notes to consolidated financial statements—Note 30, Commitments and contingencies

 

5G

Safe Harbor

Forward-looking statements

ITEM

6

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

 

 

6A

Directors and Senior Management

Corporate governance—Corporate governance statement

 

6B

Compensation

Corporate governance—Compensation; Financial statements—Notes to consolidated financial statements—Note 35, Related party transactions

 

6C

Board Practices

Corporate governance—Corporate governance statement; Corporate governance—Compensation—Remuneration Governance; Financial statements—Notes to consolidated financial statements—Note 35, Related party transactions

 

6D

Employees

Operating and financial review and prospects—EmployeesSustainability and corporate responsibility

 

6E

Share Ownership

Corporate governance—Compensation—Remuneration Report; Corporate governance—Corporate governance statement—Share ownership of the Board of Directors and the Nokia Group Leadership Team; Financial statements—Notes to consolidated financial statements—Note 26, Share-based payment

ITEM

7

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

7A

Major Shareholders

General facts on Nokia—Shares and shareholders

2


 

Table of Contents

Form 20‑F  
Item Number

Form 20‑F Heading

Section in Document

ITEM

7

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

7A

Major Shareholders

General facts on Nokia—Shares, —Shareholders

 

7B

Related Party Transactions

General facts on Nokia—Related party transactions, Financial statements—Notes to consolidated financial statements—Note 35, Related party transactions

 

7C

Interests of Experts and Counsel

N/A

ITEM

8

FINANCIAL INFORMATION

 

 

8A

Consolidated Statements and Other Financial Information

Financial statements; Report of independent registered public accounting firm; Operating and financial review and prospects—DividendDividend; Financial statements—Notes to consolidated financial statements—Note 29, Provisions

 

8B

Significant Changes

Operating and financial review and prospects—MaterialSignificant subsequent events

ITEM

9

THE OFFER AND LISTING

 

 

9A

Offer and Listing Details

General facts on Nokia—Shares, and shareholders—Shareholders, Other information—Investor information—Stock exchanges

 

9B

Plan of Distribution

N/A

 

9C

Markets

General facts on Nokia—Shares, and shareholders—Shareholders; Financial statements—Notes to consolidated financial statements—Note 1, Corporate information; Investor information;  Other information—Investor information—Stock exchanges

 

9D

Selling Shareholders

N/A

 

9E

Dilution

N/A

 

9F

Expenses of the Issue

N/A

ITEM

10

ADDITIONAL INFORMATION

 

 

10A

Share capital

N/A

 

10B

Memorandum and Articles of Association

General facts on Nokia—Memorandum and Articles of Association; Other information—Exhibits

 

10C

Material Contracts

General facts on Nokia—Our history; Other information—Exhibits

 

10D

Exchange Controls

General facts on Nokia—Controls and procedures—Exchange controls

 

10E

Taxation

General facts on Nokia—Taxation

 

10F

Dividends and Paying Agents

N/A

 

10G

Statement by Experts

N/A

 

10H

Documents on Display

Other information—Investor information—Documents on display

 

10I

Subsidiary Information

N/A

ITEM

11

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Operating and financial review and prospects—Principal industry trends affecting operations; Financial statements—Notes to consolidated financial statements—Note 36, Risk ManagementFinancial risk management, —Note 22, Other comprehensive income

ITEM 

12

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

 

 

12A

Debt Securities

N/A

 

12B

Warrants and Rights

N/A

 

12C

Other Securities

N/A

 

12D

American Depositary Shares

General facts on Nokia—SharesAmerican Depositary Shares; Introduction and shareholders—Depositary fees and charges; General facts on Nokia—Shares and shareholders—Depositary payments in 2017use of certain terms

ITEM

13

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None

ITEM

14

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

None

ITEM

15

CONTROLS AND PROCEDURES

Corporate governance—Regulatory framework—Risk management, internal control and internal audit functions at Nokia; General facts on Nokia—Controls and procedures

ITEM

16A

AUDIT COMMITTEE FINANCIAL EXPERT

Corporate governance—Corporate governance statement—Members of the Board of Directors—Committees of the Board of Directors

 

16B

CODE OF ETHICS

Corporate governance—Corporate governance statement—Members of the Board of Directors—Further informationinformation; Operating and financial review and prospects—Sustainability and corporate responsibility

 

16C

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Corporate governance—Corporate governance statement—Auditor fees and services, Corporate governance—Corporate governance statement—Audit Committee pre-approval policies and procedures

 

16D

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

N/ANone

 

16E

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

General facts on Nokia—Shares and shareholders—Authorization to repurchase sharesCorporate Governance—Compensation

 

16F

CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

None

 

16G

CORPORATE GOVERNANCE

Corporate governance—Corporate governance statement—Regulatory framework

 

16H

MINE SAFETY DISCLOSURE

N/ANone

ITEM 

17

FINANCIAL STATEMENTS

N/A

ITEM

18

FINANCIAL STATEMENTS

Financial Statements

ITEM 

19

EXHIBITS

Other information—Exhibits

 

 

 

3


 

Table of Contents

Forward-lookingForward-looking statements

It should be notedCertain statements contained in this Annual Report constitute "forward-looking statements". Forward-looking statements provide Nokia's current expectations of future events based on certain assumptions and include any statement that Nokia and its businessesdoes not directly relate to any current or historical fact. The words “believe”, “expect”, “expectations”, “anticipate”, “foresee”, “see”, “target”, “estimate”, “designed”, “aim”, “plan”, “intend”, “influence”, “assumption”, “focus”, “continue”, “project”, “should", "is to", "will”, "strive", "may" or similar expressions as they relate to us or our management are exposedintended to various risks and uncertainties and certain statements herein that are not historical facts areidentify these forward-looking statements, as well as statements regarding:

A)business strategies including without limitation,the four pillars of Lead, Expand, Build and Create, market expansion, growth management, and future industry trends and megatrends and our plans to address them, including Future X;

B)future performance of our businesses and any expected future distributions and dividends;

C)expectations and targets regarding financial performance, results, operating expenses, taxes, currency exchange rates, hedging, cost savings and competitiveness, as well as results of operations including targeted synergies and those regarding:related to market share, prices, net sales, income and margins;

A)

our ability to integrate acquired businesses into our operations and achieve the targeted business plans and benefits, including targeted benefits, synergies, cost savings and efficiencies;

B)

expectations, plans or benefits related to our strategies and growth management;

C)

expectations, plans or benefits related to future performance of our businesses;

D)

expectations, plans or benefits related to changes in organizational and operational structure;

E)

expectations regarding market developments, general economic conditions and structural changes;

F)

expectations and targets regarding financial performance, results, operating expenses, taxes, currency exchange rates, hedging, cost savings and competitiveness, as well as results of operations including targeted synergies and those related to market share, prices, net sales, income and margins;

G)

expectations, plans or benefits related to any future collaboration or to business collaboration agreements or patent license agreements or arbitration awards, including income to be received under any collaboration or partnership, agreement or award;

H)

timing of the deliveries of our products and services;

I)

expectations and targets regarding collaboration and partnering arrangements, joint ventures or the creation of joint ventures, and the related administrative, legal, regulatory and other conditions, as well as our expected customer reach;

J)

outcome of pending and threatened litigation, arbitration, disputes, regulatory proceedings or investigations by authorities;

K)

expectations regarding restructurings, investments, capital structure optimization efforts, uses of proceeds from transactions, acquisitions and divestments and our ability to achieve the financial and operational targets set in connection with any such restructurings, investments, capital structure optimization efforts, divestments and acquisitions; and

L)

statements preceded by or including “believe”, “expect”, “anticipate”, “foresee”, “sees”, “target”, “estimate”, “designed”, “aim”, “plans”, “intends”, “focus”, “continue”, “project”, “should", "is to", "will” or similar expressions.

D)expectations, plans, timelines or benefits related to changes in our organizational and operational structure;

E)market developments in our current and future markets and their seasonality and cyclicality, including for communication service providers, as well as general economic conditions and future regulatory developments;

F)our position in the market, including product portfolio and geographical reach, and our ability to use the same to develop the relevant business or market and maintain our order pipeline over time;  

G)any future collaboration or business collaboration agreements or patent license agreements or arbitration awards, including income from any collaboration or partnership, agreement or award;

H)timing of the development and delivery of our products and services, including our short term and longer term expectations around the deployment of 5G and our ability to capitalize on such deployment as well as use our global installed base as the platform for success in 5G, and the overall readiness of the 5G ecosystem;

I)the outcome of pending and threatened litigation, arbitration, disputes, regulatory proceedings or investigations by authorities;

J)restructurings, investments, capital structure optimization efforts, divestments and our ability to achieve the financial and operational targets set in connection with any such restructurings, investments, and capital structure optimization efforts including our 2019-2020 cost savings program;

K)future capital expenditures, temporary incremental expenditures or other R&D expenditures to develop or rollout new products, including 5G; and

L)the sustainability and corporate responsibility contained in the sustainability and corporate responsibility section of this annual report on Form 20-F.

These statements are based on management’s best assumptions and beliefs in light of the information currently available to it. Because they involveit and are subject to a number of risks and uncertainties, many of which are beyond our control, which could cause actual results mayto differ materially from the results that we currently expect. Factors, includingsuch statements. These statements are only predictions based upon our current expectations and views of future events and developments and are subject to risks and uncertainties that are difficult to predict because they relate to events and depend on circumstances that will occur in the future. Risks and uncertainties that could causeaffect these differencesstatements include butby are not limited to:to the risk factors specified under “Operating and financial review and prospectsRisk factors” of this annual report on Form-20 F and in our other filings or documents furnished with the U.S. Securities and Exchange Commission. Other unknown or unpredictable factors or underlying assumptions subsequently proven to be incorrect could cause actual results to differ materially from those in the forward-looking statements. We do not undertake any obligation to publicly update or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.

1)

our strategy is subject to various risks and uncertainties and we may be unable to successfully implement our strategic plans, sustain or improve the operational and financial performance of our business groups, correctly identify or successfully pursue business opportunities or otherwise grow our business;

2)

general economic and market conditions and other developments in the economies where we operate;

3)

competition and our ability to effectively and profitably invest in new competitive high-quality products, services, upgrades and technologies and bring them to market in a timely manner;

4)

our dependence on the development of the industries in which we operate, including the cyclicality and variability of the information technology and telecommunications industries; 

5)

our dependence on a limited number of customers and large multi-year agreements;

6)

our ability to maintain our existing sources of intellectual property-related revenue, establish new sources of revenue and protect our intellectual property from infringement;

7)

our global business and exposure to regulatory, political or other developments in various countries or regions, including emerging markets and the associated risks in relation to tax matters and exchange controls, among others;

8)

our ability to achieve the anticipated benefits, synergies, cost savings and efficiencies of acquisitions, including the acquisition of Alcatel Lucent, and our ability to implement changes to our organizational and operational structure efficiently;

9)

our ability to manage and improve our financial and operating performance, cost savings, competitiveness and synergies generally and after the acquisition of Alcatel Lucent;

10)

exchange rate fluctuations, as well as hedging activities;

11)

our ability to successfully realize the expectations, plans or benefits related to any future collaboration or business collaboration agreements and patent license agreements or arbitration awards, including income to be received under any collaboration, partnership, agreement or arbitration award;

12)

our dependence on IPR technologies, including those that we have developed and those that are licensed to us, and the risk of associated IPR-related legal claims, licensing costs and restrictions on use;

13)

our exposure to direct and indirect regulation, including economic or trade policies, and the reliability of our governance, internal controls and compliance processes to prevent regulatory penalties in our business or in our joint ventures;

14)

our reliance on third-party solutions for data storage and service distribution, which expose us to risks relating to security, regulation and cybersecurity breaches;

4


 

Table of Contents

15)

inefficiencies, breaches, malfunctions or disruptions of information technology systems;

16)

Nokia Technologies’ ability to generate net sales and profitability through licensing of the Nokia brand, technology licensing and the development and sales of products and services for instance in digital health, as well as other business ventures, which may not materialize as planned;

17)

our exposure to various legal frameworks regulating corruption, fraud, trade policies, and other risk areas, and the possibility of proceedings or investigations that result in fines, penalties or sanctions;

18)

adverse developments with respect to customer financing or extended payment terms we provide to customers;

19)

the potential complex tax issues, tax disputes and tax obligations we may face in various jurisdictions, including the risk of obligations to pay additional taxes;

20)

our actual or anticipated performance, among other factors, which could reduce our ability to utilize deferred tax assets;

21)

our ability to retain, motivate, develop and recruit appropriately skilled employees;

22)

disruptions to our manufacturing, service creation, delivery, logistics and supply chain processes, and the risks related to our geographically-concentrated production sites;

23)

the impact of litigation, arbitration, agreement-related disputes or product liability allegations associated with our business;

24)

our ability to re-establish investment grade rating or maintain our credit ratings;

25)

our ability to achieve targeted benefits from, or successfully implement planned transactions, as well as the liabilities related thereto;

26)

our involvement in joint ventures and jointly-managed companies;

27)

the carrying amount of our goodwill may not be recoverable;

28)

uncertainty related to the amount of dividends and equity return we are able to distribute to shareholders for each financial period;

29)

pension costs, employee fund-related costs, and healthcare costs; and

30)

risks related to undersea infrastructure, as well as the risk factors specified under “Operating and financial review and prospectsRisk factors”  of this annual report on Form 20‑F and in our other filings or documents furnished with the U.S. Securities and Exchange Commission. Other unknown or unpredictable factors or underlying assumptions subsequently proven to be incorrect could cause actual results to differ materially from those in the forward-looking statements. We do not undertake any obligation to publicly update or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.

Introduction and use of certain terms

Nokia Corporation is a public limited liability company incorporated under the laws of the Republic of Finland. In this annual report on Form 20‑F, any reference to “we,” “us,” “the Group,” “the company” or “Nokia” means Nokia Corporation and its consolidated subsidiaries and generally to Nokia’s Continuing operations, except where we separately specify that the term means Nokia Corporation or a particular subsidiary or business segment only or our Discontinued operations. References to “our shares” matters relating to our shares or matters of corporate governance refer to the shares and corporate governance of Nokia Corporation.

Nokia Corporation has published its consolidated financial statements in euro for periods beginning on or after January 1, 1999. In this annual report on Form 20‑F, references to “EUR,” “euro” or “€” are to the common currency of the European Economic and Monetary Union, and references to “dollars”, “U.S. dollars”, “USD” or “$” are to the currency of the United States.States, and references to “Chinese yuan” or “Chinese yuan renminbi” or “CNY” are to the official currency of the People’s Republic of China. Solely for the convenience of the reader, this annual report on Form 20-F contains conversions of selected euro amounts into U.S. dollars at specified rates or, if not so specified, at the year-end rate of 1.19931.1450 U.S. dollars per euro, which wasand conversions of selected euro amounts into Chinese yuan renminbi at specified rates or, if not specified, at the year-end rate 7.8751 Chinese yuan renminbi per euro. The referred year-end rates where the European Central Bank reference raterates on December 29, 2017.31, 2018. No representation is made that the amounts have been, could have been or could be converted into U.S. dollars or Chinese yuan at the rates indicated or at any other rates.

Additional terms are defined in the "Glossary of terms".

The information contained in, or accessible through, the websites linked throughout this annual report on Form 20‑F is not incorporated by reference into this document and should not be considered a part of this document.

Nokia Corporation furnishes Citibank, N.A., as Depositary, with its consolidated financial statements and a related audit opinion of our independent auditors annually. These financial statements are prepared on the basis of International Financial Reporting Standards as issued by the International Accounting Standards Board and in conformity with IFRS as adopted by the European Union (“IFRS”)(IFRS). In accordance with the rules and regulations of the SEC, we do not provide a reconciliation of net income and shareholders’ equity in our consolidated financial statements to the generally accepted accounting principles generally accepted in the United States, or U.S. GAAP. We also furnish the Depositary with quarterly reports containing unaudited financial information prepared on the basis of IFRS, as well as all notices of shareholders’ meetings and other reports and communications that are made available generally to our shareholders. The Depositary makes these notices, reports and communications available for inspection by record holders of American Depositary Receipts (“ADRs”)(ADRs), evidencing American Depositary Shares (“ADSs”)(ADSs), and distributes to all record holders of ADRs notices of shareholders’ meetings received by the Depositary.

In addition to the materials delivered to holders of ADRs by the Depositary, holders can access our consolidated financial statements, and other information included in our annual reports and proxy materials, at nokia.com/financials. This annual report on Form 20‑F is also available at nokia.com/financials as well as on Citibank’s website at https://app.irdirect.net/company/49733/hotline/. Holders may also request a hard copy of this annual report by calling the toll-free number 1‑877‑NOKIA-ADR (1‑877‑665‑4223), or by directing a written request to Citibank, N.A., Shareholder Services, PO Box 43077, Providence, RI 02940‑3081, United States. With each annual distribution of our proxy materials, we offer our record holders of ADRs the option of receiving all of these documents electronically in the future.

 

5


 

Table of Contents

Index

Overview

Contents

 

 

Overview

6

This is Nokia

7

Key data

9

Business overview 

112

We create the technology to connect the world

7

Letter from our President and CEO 

129

Our role as a global technology leaderMarket trends driving our strategy 

15

Our values

1611

Our strategy 

12

Networks business

16

Mobile Networks

17

Our leadershipFixed Networks

18

Global Services

19

IP/Optical Networks

20

Nokia Software 

22

Our businessesNokia Enterprise 

2324

Nokia Technologies

26

Nokia Bell Labs

28

Operating and financial review and prospects 

3630

Principal industry trends affecting operations 

37

31

Results of operations 

40

34

Results of segments 

47

40

Liquidity and capital resources 

54

48

MaterialSignificant subsequent events 

57

51

Sustainability and corporate responsibility 

58

Employees52

62

Dividend

63

Risk factors

64

Shares and share capital 

8059

Board of Directors and managementRisk factors 

81

Articles of Association60

81

Corporate governance 

8276

Corporate governance statement 

8377

Compensation 

96

92

General facts on Nokia 

115109

Our history 

116110

Memorandum and Articles of Association 

117111

Selected financial data 

118113

Shares and shareholders 

120114

Depositary payments in 2017Shareholders 

126116

Related party transactionsAmerican Depositary Shares 

127117

Production of infrastructure equipment and products 

127

Key ratios

128118

Controls and procedures 

128119

Government regulation 

129120

Sales in United State-sanctionedStates-sanctioned countries 

129120

Taxation 

130121

Financial statements 

134124

Consolidated primary statements 

135125

Notes to consolidated financial statements 

140130

Report of independent registered public accounting firm 

199191

Other information 

200192

Exhibits 

201193

Key ratios

194

Glossary of terms 

202195

Investor information 

206198

Contact information 

207199

Signatures 

208200

 

 

 

6


 

Table of Contents

This is Nokia

We create the technology

to connect the world. Powered byworld

We are at the research and innovationdawn of Nokia Bell Labs, we serve communications service providers, governments, large enterprises and consumers, with the industry's most complete, end-to-end portfolio of products, services and licensing.

Nokia is enabling the infrastructure for 5G anda new era. Digital technologies – cloud computing, artificial intelligence, machine learning, the Internet of Things and shaping5G networks – are changing our world. Nokia is driving innovation and the future of technology to power this digital age and transform the human experience.how people live, work and communicate.

We have combined global leadership in mobile and fixed network infrastructure withpush the software, services and advanced technologiesboundaries of what is possible to serve customers in approximately 130 countries around the world. We are driving the transition to smart, virtual networks and connectivity by creating one single network for all services, converging mobile and fixed broadband, IP routing and optical networks, with the softwarecreate new ways of connecting people, things and services to manage them. Our research scientistsinstantly and engineers continue to inventeffortlessly. We build upon a foundation of integrity, quality and security. We help our customers navigate complex choices, drive productivity gains in physical and digital industries alike, and unlock new technologiesopportunities that will increasingly transform the way people and things communicate and connect including 5G, ultra broadband access, IP and Software Defined Networking (“SDN”), cloud applications, Internet of Things (“IoT”), as well as security platforms, data analytics, and sensors.

Through our six business groups, we have a global presence with operationsprovide extraordinary experiences in Europe, the Middle East & Africa, Greater China, North America, Asia-Pacific, India, and Latin America. We also have research and development (“R&D”) facilities in Europe, North America and Asia, and at the end of 2017, we employed approximately 103 000 people.people’s lives each day.

We closed 2017 delivering net sales of EUR 23.1 billion. We continued to make significant targeted R&D investments, a bedrock of our success in innovation, with R&D expenditures equaling EUR 4.9 billion in 2017.

Countries of operation

Number of employees as of December 31, 2017

R&D investment in 2017

~130

~103 000

EUR 4.9bn

Organizational structure and reportable segments

We have organized our networks-oriented businesses into five business groups: Mobile Networks, Fixed Networks, Global Services, IP/Optical Networks, and Nokia Software (together the “Networks business”); and have kept our driver of future innovation and licensing, Nokia Technologies, as a separate, sixth business group. For descriptions of our business groups, refer to “Business overview—Networks business” and “Business overview—Nokia Technologies”.

We have four reportable segments: (i) Ultra Broadband Networks, comprised of the Mobile Networks and the Fixed Networks business groups, (ii) Global Services, comprised of the Global Services business group, (iii) IP Networks and Applications, comprised of the IP/Optical Networks and Nokia Software business groups (all within our Networks business), and (iv) Nokia Technologies.

On February 1, 2018, we announced that we would rename our Applications & Analytics business group as Nokia Software, effective immediately, to better reflect our strategy and focus on building a strong, standalone software business. In this annual report we refer to Nokia Software throughout the document.

Additionally, we report the results of other business activities that are not reportable segments within Group Common and Other, such as our undersea cables business, Alcatel-Lucent Submarine Networks (“ASN”), and our antenna systems business, Radio Frequency Systems (“RFS”), in aggregate. Both ASN and RFS are being managed as separate businesses. We are continuing the strategic reviews of both businesses. Refer to Note 4, Segment information, of our consolidated financial statements included in this annual report on Form 20-F.

7


Table of Contents

Picture 11

8


Table of Contents

Key data

Net sales 2017

Dividend per share 2017

EUR 23.1bn

EUR 0.19

Gross margin 2017

Net cash as of December 31, 2017

39.5%

EUR 4.5bn

The following table sets forth summary financial and non-financial information for the years ended December 31, 2017 and December 31, 2016 for our Continuing operations. This data has been derived from our consolidated financial statements, which are included in this annual report on Form 20-F.

 

 

 

 

 

 

 

 

 

 

2017

 

2016

 

 

 

For the year ended December 31

    

EURm

    

EURm

    

change

 

Net sales

 

23 147

 

23 641

 

(2)

%

Nokia’s Networks business

 

20 523

 

21 830

 

(6)

%

Ultra Broadband Networks

 

8 970

 

9 758

 

(8)

%

Global Services

 

5 810

 

6 036

 

(4)

%

IP Networks and Applications

 

5 743

 

6 036

 

(5)

%

Nokia Technologies

 

1 654

 

1 053

 

57

%

Group Common and Other

 

1 114

 

1 142

 

(2)

%

Gross margin

 

39.5

%

36.1

%  

343

bps

Operating profit/(loss)

 

16

 

(1 100)

 

 –

 

Nokia’s Networks business

 

1 711

 

1 943

 

(12)

%

Ultra Broadband Networks

 

781

 

922

 

(15)

%

Global Services

 

411

 

406

 

 1

%

IP Networks and Applications

 

519

 

615

 

(16)

%

Nokia Technologies

 

1 124

 

579

 

94

%

Group Common and Other

 

(248)

 

(350)

 

(29)

%

Unallocated items(1)

 

(2 571)

 

(3 272)

 

(21)

%

Operating margin

 

0.1

%

(4.7)

%  

472

bps

Financial income and expenses, net

 

(537)

 

(287)

 

87

%

Income tax (expense)/benefit

 

(927)

 

457

 

 –

 

Loss for the year

 

(1 437)

 

(912)

 

58

%

Earnings per share (“EPS”), EUR diluted

 

(0.26)

 

(0.13)

 

100

%

Average number of employees

 

101 731

 

102 687

 

(1)

%

Net sales by region

 

  

 

  

 

  

 

Asia-Pacific

 

4 228

 

4 223

 

 –

 

Europe

 

6 833

 

6 410

 

 7

%

Greater China

 

2 516

 

2 654

 

(5)

%

Latin America

 

1 279

 

1 458

 

(12)

%

Middle East & Africa

 

1 907

 

1 872

 

 2

%

North America

 

6 384

 

7 024

 

(9)

%

Total

 

23 147

 

23 641

 

(2)

%

(1)

Includes costs related to the acquisition of Alcatel Lucent and related integration, goodwill impairment charges, intangible asset amortization and other purchase price fair value adjustments, restructuring and associated charges and certain other items.

9


Table of Contents

Picture 3

10


Table of Contents

Business overview

Contents

Letter from our President and CEO

12

Our role as a global technology leader

15

Our values

16

Our strategy

17

Our leadership

22

Our businesses

23

Networks business

24

Market overview

24

Competition

24

Mobile Networks

25

Fixed Networks

26

Global Services

27

IP/Optical Networks

28

Nokia Software

29

Sales and marketing

31

Research and development

32

Patents and licenses

32

Nokia Bell Labs

33

Nokia Technologies

34

Market overview

34

Business overview and organization

34

Sales and marketing

34

Research and development

34

Patents and licenses

35

Competition

35

11


Table of Contents

Letter from our President and CEO

Net sales in 2017

Proposed dividend per share

Proposed dividends

EUR 23.1bn

EUR 0.19

EUR 1.1bn

“We have a very talented and dedicated team across our organization; employee connectedness to our mission is strong; and that puts Nokia in the driver’s seat in the transition to 5G and in delivering further shareholder value.”

2017 was a solid year of execution for Nokia, as we delivered on our financial commitments and gained momentum in driving forward all four pillars of our strategy.

With that progress, Nokia is in an excellent position for sharply improving its performance towards 2020 and for leading the transition to 5G that is underway.

Financial Highlights

For the year ended December 31,
Continuing operations

2018
EURm

2017
EURm

2016
EURm

Net sales

22 563

23 147

23 641

Gross profit

8 446

9 139

8 524

Gross margin

37.4%

39.5%

36.1%

Operating (loss)/profit

(59)

16

(1 100)

Operating margin

(0.3)%

0.1%

(4.7)%

Loss for the year

(549)

(1 437)

(912)

 

EUR

EUR

EUR

Earnings per share, diluted

(0.10)

(0.26)

(0.13)

Dividend per share

0.20

0.19

0.17

 

 

 

 

As of December 31

2018
EURm

2017
EURm

2016
EURm

Net cash and current financial investments

3 493

3 051

4 514

Our Networks business net sales declined in line with our guidance and it posted an operating margin of 8.3%, which also met our guidance. Nokia Technologies had a strong year, with net sales and operating margin up 57% and 13 percentage points, respectively, compared to 2016, driven by higher licensing revenue that highlights the strength of our patent portfolio. We also closed the year on track to deliver EUR 1.2 billion in structural cost savings in full-year 2018. 

Looking forward on the Networks side, we expect our market to decline again in 2018, although at a slightly lower rate than the market decline in 2017, given early signs of improved conditions in North America. For 2019 and 2020, we expect market conditions to improve markedly, driven by full-scale rollouts of 5G networks; and, as those rollouts occur, Nokia is remarkably well-positioned.

With our overall performance, Nokia's Board of Directors will propose a dividend of EUR 0.19 per share for 2017, up 12% from our 2016 dividend. And, the Board is committed to proposing a growing dividend, including for 2018.

Customers

Customer recognition of Nokia's work in leading the way to 5G was reflected in our healthy deal-win rate in 2017. This included our agreement with ALTÁN Redes in Mexico, a truly end-to-end project, which underlined the strength of our complete product offering.Picture 10

We saw customer support for the progress in our cross-selling capabilities, with the multi-business-group opportunity share of Nokia's deal pipeline standing at 36%. That is up substantially from 2016 and underlines how customers continue to respond favorably to the broad scope of our portfolio in preparation for 5G. 

We also saw it in the market share we gained in 2017 in 4G/LTE and small cells; that is relevant, as the 4G/LTE installed base needs to be truly 5G ready. Now to the excellent execution in the four pillars of our strategy.

Strategy

In the first pillar,  leading in high-performance end-to-end networks with CSPs, or communication service providers, our 5G readiness progressed on several fronts.

Let me start by saying that CSPs increasingly realize that, unlike 4G and previous generations of technology, 5G is very different. It is not just about radio but spans the full network: from mobile access, cloud core, and software-defined networking to backhaul, front haul, IP routing, fixed networks, and software.

In the face of fast-rising bandwidth and other performance demands, customers know they need to take an architecture-driven, end-to-end approach that Nokia offers, with a coordinated, holistic view across all elements of the network. And, the work is well underway. In early 2018, we announced an agreement to deliver 5G equipment to Japan's NTT DOCOMO, kickstarting what we think will be a year of 5G investment and trials with operators around the globe; followed potentially by some deployments towards the end of 2018, with meaningful deployments in 2019. 

Mobile Networks broadened our focus into multiple areas of early 5G mobility use cases, including enhanced mobile broadband and ultra-reliable, ultra-low latency communications. As part of this, we introduced the 5G NR (New Radio) air interface standard to support 5G devices and services.

Fixed Networks launched its Intelligent Access Vision, aimed at making access networks faster, better and smarter. Faster is about bringing the most complete network access toolkit to the market, including copper, fiber, cable and fixed-wireless solutions; better, about delivering a gigabit to the home and throughout the home, as users also expect optimal connectivity in every corner of the home; and smarter, about removing complexity and making the network simpler and easier to manage. As part of that, we introduced our Software-Defined Access Network, or SDAN, solution to bring customers a set of cloud-native software, open hardware, automated operations and integration services. And, we capped all of that by winning the world's first major SDAN project in December, and we see more progress like that ahead.

Global Services accelerated development of its service offering and delivery capabilities by integrating artificial intelligence, machine learning and automation. It unveiled an enhanced Analytics Services solution, powered by our cloud-based cognitive services platform, AVA (Automation,

12


Table of Contents

Virtualized, Analytics). GS also announced our Multi-purpose Intuitive Knowledge Assistant, or MIKA, the world's first digital assistant for CSPs that gives engineers faster access to accurate answers through voice-dictated automated assistance. Further, it launched the industry's first global managed service for IoT, Nokia WING (worldwide IoT network grid), to help CSPs enter this market quickly.  

In our second pillar,  expanding network sales beyond CSPs to select vertical markets, Nokia saw double-digit underlying sales growth compared to 2016. This reflects our confidence that the need for mission-critical, high-performance networks continues to grow as companies and public sector organizations everywhere digitize their operations. 

In the segments we are targeting–spanning webscale companies, extra-large enterprises that use technology as a competitive advantage, and large players in transportation, energy and the public sector–we added almost 100 new customers in 2017, including Amazon, Fujitsu, and Philips.

Our IP/Optical Networks, or ION, business group was a key driver in our momentum in new vertical markets, which represented roughly 5% of Nokia's total sales in 2017. And, with our FP4, silicon-based routing products starting to ship, ION is well-placed to fundamentally improve our IP routing position with webscale companies in 2018 and beyond.

In our third pillar,  building a strong, standalone software business at scale, our Applications & Analytics (A&A) business group built Nokia's first dedicated software sales force and re-architected our software on a common foundation. We introduced several new products and services, including Nokia Smart Plan Suite, Nokia Session Border Controller and Nokia NetGuard Security Management Center, and we acquired Comptel to enhance our software intelligence and automation capabilities. In February 2018, we renamed A&A as Nokia Software, highlighting our longer-term ambitions for this business and the opportunities we see in helping CSPs and our select vertical markets improve the digital customer experience, implement innovative business models, and unlock new revenue opportunities.

In our fourth pillar,  creating new business and licensing opportunities in the consumer ecosystem, Nokia did not miss a beat. Nokia Technologies signed several new patent licensing agreements and won patent arbitration awards with companies that included Apple, Blackberry, and Huawei. We advanced plans to develop our licensing business in new areas like automotive, and in geographies like China and India. We saw early progress in our brand licensing agreement with HMD Global, which launched several Nokia-branded smartphones and feature phones that have achieved outstanding net promoter scores.

We also took the decision to stop development of the OZO virtual reality camera, as we focus Nokia Technologies' efforts on our licensing business and lowering costs. As part of that approach, in early 2018, we initiated a strategic review of our Digital Health business. We have a disciplined and pragmatic approach towards investing in new growth opportunities in Nokia Technologies. If we think a bet won't meet our criteria for becoming a meaningful business, we will move on quickly, and you see that in the actions we have taken.

Innovation

An important dimension to our strategy progress was the fact that 2017 was another year in which Nokia Bell Labs and all our business groups lived up to Nokia's innovation prowess.

Among our important product launches were 5G FIRST, which enabled early 5G testing and incorporates Nokia's AirScale radio platform and AirFrame technology, including massive MIMO Adaptive Antenna, Cloud Packet Core and mobile transport, to bring new capabilities to operators.

Just after 2017 closed, we introduced our end-to-end 5G Future X network architecture and ReefShark chipset for our radio portfolio. Together, these innovations provide significant differentiation for Nokia against the competition and enable full-scale commercial deployments of standards-based 5G networks, which we see happening towards the end of 2018 or early 2019.

And, we launched the most powerful internet routing platforms, powered by Nokia's new FP4 silicon, the world's first multi-terabit chipset that is many times faster and smarter than anything on the market.

People

In 2017, we strengthened awareness and understanding of our core cultural principles, which are summarized in the "Drive, Dare and Care" behaviors we put into place during the year.

It is especially pleasing to see Nokia employees' strong belief in our company's direction, as indicated by our internal Culture Cohesion Tracker survey, along with particularly good progress in reducing bureaucracy and hierarchies.

All of this progress is encouraging even as we continue to deepen our common culture and ways of working in all six of our business groups and in geographies across the world.

Sustainability and Corporate Responsibility

We also continued to do the right things the right way in delivering on our sustainability commitments, which are an important dimension to everything we do at Nokia.  

Working with the Science Based Targets initiative, we set a long term carbon emissions reduction target of 75%; this target includes customer use of our products and forms the largest portion of our carbon footprint. We also set a science-based emissions reduction target of 41% for our own operations. Both targets are set for 2030 against a 2014 baseline. We track these annually and are progressing against both targets.

Nokia was also again ranked in the top 1% of suppliers assessed in 2017 as part of the EcoVadis scorecards, which measure corporate sustainability performance. We achieved excellent scores in environmental performance, sustainable procurement, and labor practices. And, we were again rated an industry leader in the Communications Equipment ("CMT") sector of the Dow Jones Sustainability Indices ("DJSI") and were awarded a "Gold" level by RobecoSAM in early 2018 for our sustainability performance.

137


 

Table of Contents

Picture 11

Picture 13

8


Table of Contents

Letter from our President and CEO

“2018 saw the commercial deployment of 5G move forward in lead countries, and Nokia was at the forefront of this activity. In 2019 we expect to see more organizations around the world take their first steps in creating the infrastructure for the Fourth Industrial Revolution – and Nokia is ready to be their trusted partner.”

Financial Highlights

Although our performance in 2018 was below our expectations overall, we exited 2018 with a strong finish, confirming our expectation of accelerated sales momentum as the year progressed. Indeed, we had a strong second half with every one of our Networks Business Groups delivering year-on-year growth, excluding the impact of changes in foreign currency exchange rates. This drove growth in Nokia’s net sales for the year of 1%, excluding the impact of changes in foreign currency exchange rates.

Our Networks business delivered approximately 2% growth in 2018, excluding the impact of changes in foreign currency exchange rates, fueled by the continued success of our end-to-end strategy and the conversion of a healthy pipeline into net sales. This allowed us to take share in certain segments of the market, while the overall market itself declined slightly. High customer engagement in multiple elements of our 5G portfolio sees us enter 2019 with a strong Networks order backlog. In Nokia Technologies, we maintained our strong growth track record with 11% year-on-year growth in recurring licensing revenue.

Reflecting this momentum in the year, the Board of Directors will propose a maximum dividend of EUR 0.20 per share for 2018: a 5% increase compared to 2017.

Progress in our strategy

In our first pillar – leading in high-performance, end-to-end networks with Communications Service Providers – we have proven our capabilities as the commercialization of 5G begins. We proudly serve as a partner to most of 5G’s ‘first-movers’ with over 25 5G commercial deals and nearly 100 trials and pilots of the new technologies.

In our second pillar – expanding network sales to select vertical markets – we support a wide and growing range of organizations as they evaluate how best to digitalize their operations. Enterprises are increasingly looking at dedicated networks to enable them to have full control over networking solutions that have the characteristics they need for their business. Today we serve approximately 1 000 customers outside of our traditional Communications Service Provider base, bringing connectivity to some of the most complex, fast-moving industries on earth, including a number of new automotive, energy and transportation customers that placed their trust in our technologies in 2018.

In our third pillar – building a strong standalone software business at scale – we see clear signs of our strategy bearing fruit. Nokia Software is now a truly verticalized business, driven by a renewed sales organization, underpinned by simpler processes and boasting a modern, cloud-native common software foundation. The attractiveness of this proposition is borne out through strong 2018 sales momentum including wins with AT&T, BT, STC, Sky, Telenor One Europe and Verizon and the industry analyst research firm, Analysys Mason, ranked us the leading telecoms software company by revenue.

In our fourth pillar – creating new licensing opportunities – our successes in 2018 with existing and new licensee customers have validated our direction for Nokia Technologies. This year we have extended our patent licensing agreement with Samsung; signed a new multi-year patent license agreement with Chinese smartphone maker OPPO; and benefited from continued progress made by our brand licensee, HMD Global, which unveiled a range of new products throughout 2018 with production capacity to deliver on demand. We see further potential in licensing to smartphone makers and in other markets which are using our patented inventions, such as automotive, consumer electronics and IoT devices such as smart meters.

Accelerating our strategy

Given the considerable momentum of our strategy, and with the successful Alcatel Lucent integration and associated cost-saving program completed, we took steps during 2018 to accelerate the execution of our strategy and position our business for 5G leadership. Alongside a new program targeting EUR 700m in annual cost savings(1)by the end of 2020, these steps have led to a number of organizational changes that further strengthen our ability to deliver on our 2019 and 2020 guidance.

First, we have created a new Business Group, Nokia Enterprise, that consolidates a range of existing, fast-growing activities into one organization. Led by Kathrin Buvac, Nokia Enterprise will enhance our ability to capture higher-growth, higher-margin opportunities as companies progress with their digital transformations.

Second, we have tailored Mobile Networks’ operational focus on mobile radio products, led by Tommi Uitto, and consolidated all our Cloud Core activities and accountability into Nokia Software, under the leadership of Bhaskar Gorti.

We have also realigned Nokia’s customer-facing organization into two regional groups, to make sure our customer focus is as strong as possible. The first group covers the Americas, led by Ricky Corker. The second is responsible for Europe, Middle East & Africa and Asia-Pacific, led by

9


Table of Contents

Federico Guillén who previously led Fixed Networks. The new President of Fixed Networks, Sandra Motley, is charged with continuing the operational discipline of the Business Group while capturing new market opportunities for its portfolio.

These changes have strengthened our organization, sharpened our focus, and added strong capabilities to Nokia’s Group Leadership Team.

The 5G investment cycle

From the first trials to the first roll-outs, 2018 was the year in which 5G became a commercial reality. It is my firm belief that we now stand at the start of a meaningful, long-term technology trend that bodes uniquely well for Nokia.

5G will power networks that connect sensors, machines, platforms, systems and people in one seamless, automated ‘whole’. This fundamental shift in network design will require several different stages of investment, each of which leads naturally to the next. Nokia’s unique, end-to-end portfolio includes products and services for each stage of this process, leading to a virtuous cycle of investment that only Nokia can truly take advantage of.

The cycle has already begun with 5G radio access network (RAN) upgrades in ‘first-mover’ markets such as the US, Korea, China and Japan, which our Airscale portfolio enables. As well as radio, these networks also need high-capacity connectivity to data centers, requiring backhaul network expansion. Demand in the U.S. for our IP and Optical Anyhaul offer shows this trend already taking shape.

With networks built, operators will then need fixed-wireless access to expand “last-mile” connectivity. With the most complete fixed-wireless access product set of any provider, we are well-placed to tap this opportunity.

In due course, ‘fast-follower’ countries will commence their 5G roll-outs. Yet, by this point, ‘first-mover’ countries will already have entered the second stage of 5G evolution. Here, the focus will shift to network virtualization and edge cloud and smart network fabrics will be required to connect these edge clouds, all playing to Nokia’s strength in cloud deployment and packet core.

Network slicing will follow, triggering a need for enhanced software that can control networks with high degrees of automation: our standalone software business and early moves in AI will allow us to capitalize.  

Simultaneously, many enterprises will choose to build their own private networks, meeting bespoke performance, reliability and security requirements. These networks will leverage the same end-to-end technologies as CSPs, but on a smaller scale. These will need to be plugged into national or global networks, creating a seamless ‘whole’, driving even greater network traffic and shifting the cycle back to the beginning.

No other global company touches every link in this cycle. No matter how early or late stage the investment, be it a ‘first-mover’ or ‘fast-follower’ geography, a Communications Service Provider innovator or a digitally-minded enterprise, Nokia’s end-to-end portfolio means that we can meet every 5G investment requirement that lies ahead.

Force for good

Digital technology increases productivity, reduces waste and connects the world, so it was pleasing that the radio networks we delivered to our customers served around 6.1 billion subscriptions worldwide this year, up about 10% from 2016. As the 5G era begins we will see even greater societal and industrial benefits.

Climate challenges remain critically important. We have worked hard to minimize the energy use of our products. Achievements included the first commercial liquid-cooled base station in the world, recognition as a leader by the CDP Climate rating, and achieving average energy savings of 43% for customers whose networks we modernized during 2018. These and many more examples of our sustainable development work can be found in our People & Planet Report, to be published in May 2019.

Looking ahead

WithNokia exits 2018 with strength, energy and purpose. The year has not been without challenges, but nevertheless, we have remained focused on our 2017 performance, there is muchcommitments to look forward to at Nokia.

our customers, people and shareholders. Our strategy is working well;focused on the true areas of opportunity; our customer relationships continueglobal team is committed, dynamic and capable of innovating and winning at the highest level; and our end-to-end portfolio has put us in a great position to grow and deepen; and we are taking meaningful steps to further strengthen our disciplined execution, including in our customer operations.

Our competitive advantages–fromgrasp the strength of our innovation capacity to the scale and scope of our portfolio–give Nokia the capabilities to continue to live up to the rich legacy of our 153-year old company. And, that is why we are confident about our market prospects as we move forward.

We have a very talented and dedicated team across our organization; employee connectedness to our mission is strong; and that puts Nokia in the driver's seat in the transition totransformative 5G and in delivering further shareholder value.opportunity ahead.

 

Rajeev Suri

President and CEO

14


Table of Contents

Our role as a global technology leader

We create the technology to connect the world

We are shaping a new revolution in technology, where intelligent networks augment and aid our daily lives through sensing the world around us and providing the data and analytics needed to make choices that help society thrive. We are creating effortless, simple and dependable technology for IoT, ultra-broadband, cloud, IP interconnectivity and digital health.

We optimize performance to maximize value and customer satisfaction

We enable our customers to move away from an economy-of-scale network operating model to demand-driven operations by providing the easy programmability and flexible automation needed to support dynamic operations, reduce complexity and improve efficiency. As a result, our customers can fulfill end-user demands by provisioning services in real time while automatically making optimal use of networks assets.

We create disruptive solutions enabling market differentiation and competitive advantage

We believe that innovation is the foundation of everything we do at Nokia. We force the pace of change by pushing technology boundaries, challenging the status quo and working in open collaboration with customers and partners. Our research and development within Nokia Bell Labs creates a future path so that our customers can successfully navigate megatrends and challenges to expand and draw closer to their customers. It is through these efforts that Nokia grows and enhances its portfolio, introduces disruptive technologies and identifies new market opportunities for its customers.

15


Table of Contents

Our values

We foster a culture of high-performance and high integrity, guided by our vision, brand and values. It is through our people and culture that we shape technology to serve human needs. Our pursuit of performance with integrity and sustainability – a culture that stems from our Finnish roots – is key to why our customers and partners choose to work with us.

Common shared principles and focus on Drive, Dare and Care is the cultural platform we use to shape our core common culture. It means relentlessly driving for excellent results, and being passionate about good customer experiences and the quality of our products. We have the attitude and Drive of entrepreneurs and do not celebrate hierarchies. We Dare to innovate, learn and challenge outdated practices. We Care about our colleagues, quality and putting the Nokia team first.

Our core culture empowers people and teams to deliver on our strategy. It guides our quest for innovation, as we use our insatiable curiosity and deep technical knowledge to paint a picture of the future for our customers. It also drives our pursuit of continuous improvement, our ability to outperform competitors and be a trusted partner for our customers, partners, and suppliers.

Our integrity is fundamental to how we internally work and provide for our customers. Particularly in the standards-driven world of network technologies, the choices that customers make are often less between different products, and more between different relationships. Nokia stands out as a trusted customer partner, sustaining long-term relationships through our commitment to deliver, and fostering a level of trust we work relentlessly to earn and keep.

We pursue high performance, always under the guiding principles of our values:

Respect

Acting with uncompromising integrity, we work openly and collaboratively, seeking to earn respect from others.

Challenge

We are never complacent. We ask tough questions and push for higher performance to deliver the right results.

Achievement

We take responsibility, and are accountable for driving quality, setting high standards, and striving for continuous improvement.

Renewal

We constantly refine our skills: learning and embracing new ways of doing things, and adapting to the world around us.

Our commitments

What we do to design and deploy technology in the service of our customers and people:

We create the most sophisticated technology that is effortless and intuitive to use

We lead the relentless quest for gains in performance and agility, with technology that thinks for itself.

We solve your future needs

We help customers shape their futures based on a clear view of technology opportunities and constraints. We work closely with customers and partners to anticipate their priorities and guide their choices.

We obsess about integrity, quality, and security

We never compromise our values in the drive for business or technical performance. We pursue quality in all our products and processes, and design for security and privacy from the start.

16


Table of Contents

Our strategy

We are rebalancing for growth, putting Nokia at the heart of unprecedented opportunities to create the technology to connect the world.

We have identified six global megatrends. These megatrends create massive technological requirements, impact our current and potential customers, change the lives of people, impact business operations on a global scale and provide opportunities for Nokia to diversify into new growth areas.

The megatrends we have identified are:

1.

Network, compute and storage: Ever present broadband capacity coupled with a distributed cloud for ubiquitous compute and near infinite storage, allowing limitless connectivity and imperceptible latency as well as subscription-based and asset-less business models.

2.

Internet of Things: In addition to people, trillions of things are connected to the internet, collecting unprecedented amounts of data in a private and business context.

3.

Augmented Intelligence: Artificial intelligence combined with human intelligence transforms the collected data into actionable insights, fundamentally changing the way decisions are made by businesses, governments and individuals, resulting in time savings, less waste, higher efficiency and new business models.

4.

Human and machine interaction: A range of new form factors that fundamentally transform the way humans interact with each other and with machines, e.g. voice-based digital assistance, gesture control, smart clothes, implantable chips, robotics and Augmented and Virtual Reality.

5.

Social and trust economics: Ubiquitous connectivity, compute and storage, as well as technologies such as blockchain, enabling new business models based on sharing assets and distributed trust, allowing rapid scalability on a global level.

6.

Digitization and ecosystems: Next level of digitization beyond content and information, digitizing atoms with additive printing in an industrial, consumer and medical context, fundamentally transforming entire supply chains and production processes by massive-scale automation.

These megatrends are driving new technology requirements. End-to-end networks are a central enabler, which create a multitude of opportunities for us. Nokia Bell Labs has developed a vision of a future network architecture that fulfills these requirements in a holistic way—the Future X network vision. This is our guide not just to how things will change, but also to what we need to do to meet the future needs of our customers and to address these megatrends and the inherent opportunities. The Future X vision encompasses the key domains of future networks: massive scale access, converged edge cloud, smart network fabric, universal adaptive core, programmable network operating systems, augmented cognition systems, digital value platforms and dynamic data security.

Simultaneously, driven by the megatrends and the resulting increasing relevance of networks, we are seeing a shift in who is investing in technology. Our primary market, comprised of communications service providers (“CSPs”), in which we have a leadership position, is very large in size, but expected to remain challenging with a limited estimated growth opportunity. However, the megatrends are increasing the demand for large high-performance networks in other key industries, which we define as our select vertical markets. Webscale companies—such as Google, Microsoft, and Alibaba—are investing in cloud technology and network infrastructure on an increasing scale. As other vertical markets such as transportation, energy, and public sector digitize their operations, they will also need high-performing mission-critical networks. The same is true for TXLEs—technically sophisticated companies, such as banks, that invest heavily in their own network infrastructures to gain a key competitive advantage. Consequently, we have identified attractive growth opportunities in new verticals outside our primary market with CSPs.

We are addressing both our primary CSP market and the newly identified growth opportunities in our adjacent market with our “Rebalancing for Growth” strategy. This strategy builds on our core strength of delivering large high-performance networks by expanding our business into targeted, higher-growth and higher-margin vertical markets. Our ambition is to grow the share of our revenue that is derived from outside the CSPs.

17


Table of Contents

Our four pillars

Our strategy builds on our business portfolio and continued drive to create technology that serves people and includes the following four key priorities:

1.Lead

Lead in high-performance, end-to-end networks with CSPs

Nokia is a leader in this area today and we will use our main competitive advantage—a near 100% end-to-end portfolio that we can deliver on a global scale—to maintain our leadership while managing for profitability. We are focused on:

§

establishing leadership in 5G by being first to market in the key advanced markets with key customers and achieving global technology and quality leadership;

§

growing in managed services and systems integration and innovating in augmented intelligence, automation, and robotics to improve our delivery services;

§

maintaining our leading market share in copper access, accelerating momentum in fiber access, successfully expanding in the cable market, and further developing new smart home solutions;

§

leveraging our superior products and the next generation IP routing portfolio based on our FP4 chipset to grow in both edge and core routing, where we have a fully virtualized portfolio that is differentiated by performance, flexibility, security, and quality;

§

using our unique capability of offering optical and routing that work together, a capability that is increasingly becoming a customer requirement; and

§

delivering cost savings and productivity improvements by realizing synergies and applying best practices across our entire portfolio to maintain the industry’s most profitable networks business.

18


Table of Contents

2.Expand

Expand network sales to select vertical markets

We expand into five select vertical markets with carrier-grade needs: webscales, TXLEs, transportation, energy, and public sector. As the world becomes more digital, the kind of massive, high-performance networks once used almost exclusively in telecommunications are now needed by other organizations. We have implemented a dedicated sales organization, a customer segmentation and a targeted portfolio and entry strategy to diversify our business and address this opportunity.

§

Webscale customers will increasingly require high-performance networks to improve customer experiences and to expand their primary business models. For webscale companies, we are focusing on an all-IP-led approach, providing IP routing and optical network infrastructure.

§

For TXLE customers, we aspire to enter with technological disruptions, like the SD-WAN, and then expand further with the remaining portfolio.

§

For transportation, energy, and public sector (“TEPS”) customers, we offer mission-critical networks, solutions for digitization and IoT, and industrial automation.

19


Table of Contents

3.Build

Build a strong standalone software business

With our existing software products, we are already today a strong player in the large and growing telecoms software market. Our ambition is to build on this foundation, strengthen our position in telecoms software, and address new customer segments, thereby creating a global software player that has a growth and margin profile like leading software companies. We continue to pursue this ambition along three priorities:

§

Transform our go-to-market: We have established a dedicated software sales organization in the Nokia Software business group to work the specific sales cycles and dynamics in enterprise software and address more customers. On this basis, we will execute a new, differentiated go-to-market strategy and leverage alliance partners for software selling. We are streamlining and optimizing our services and delivery unit for a harmonized and efficient front to the customer and setting them up for growth. To strengthen our reach, we are establishing a new messaging for our software offering around Connected Intelligence and digitizing our go-to-market.

§

Strengthen our portfolio and R&D set-up: We have complemented our portfolio with new products and the Comptel acquisition and structured it into four segments reflecting our customers’ needs: Digital Operations, Digital Experience, Digital Networks, and Cognitive Intelligence. We will expand in these areas based on the Common Software Foundation, a cloud-native middleware component library. With continuing investment, we keep evolving this platform to enable effective and innovative cutting-edge development and accelerate our move towards DevOps and agile development. In our Emerging Products unit, we invest in new businesses and nurture them to scale.

§

Diversify markets and business models: We are first expanding our scope within our CSP customers to address also the IT, marketing, sales, customer relationships domains besides the network domain. Gradually, we will also address other sectors with our existing and upcoming products and solutions. New business models, particularly Software-as-a-Service (“SaaS”) offerings with subscription revenues to address general enterprises, will be crucial to the achieve this. A strong business play around open source components will help to improve our offering and expand our reach as well.

20


Table of Contents

4.Create

Create new business and licensing opportunities in the consumer ecosystem

In addition to renewing existing patent licenses on favorable terms, our aim is to add new licensees from the mobile industry, and we continue to expand patent licensing into new segments, such as automotive and consumer electronics. Besides this, we are exploring opportunities to license our unique technological capabilities in the domain of Virtual Reality.

Our brand licensing efforts are well underway–we see value creation opportunities in the mobile devices industry leveraging our strong Nokia brand. Our exclusive brand licensee for mobile phones and tablets, HMD Global, has already launched a comprehensive portfolio of new Nokia branded feature phones and smartphones.

Over the next years, we intend to maintain our leading position with CSPs, while establishing ourselves as a credible and recognized player in our target vertical markets among enterprises. We strive to sustain and rebuild Nokia as a value-adding consumer brand, earning returns through licensing.

21


Table of Contents

Our leadership

Our diverse Group Leadership Team, spanning several nationalities, reflects the scope of our technological role – and our business ambition.

The Nokia Group Leadership Team is responsible for the operative management of Nokia, including decisions concerning our strategy and the overall business portfolio. The Chair and members of the Group Leadership Team are appointed by the Board of Directors. The Group Leadership Team is chaired by the President and Chief Executive Officer (the “President and CEO”).

Our Group Leadership Team comprises the following 15 members:

Rajeev Suri

President and CEO

Marc Rouanne

President(1)Excluding costs related to the acquisition of Mobile Networks

Federico Guillén

President of Fixed Networks

Igor Leprince

President of Global Services

Igor Leprince will step down from the Group Leadership Team as of March 31, 2018. Sanjay Goel was appointed President of Global ServicesAlcatel Lucent and member of the Group Leadership Team as of April 1, 2018.related integration, goodwill impairment charges, intangible asset amortization and other purchase price fair value adjustments, restructuring and associated charges and certain other items.

 

Basil Alwan

President of IP/Optical Networks

Bhaskar Gorti

President of Nokia Software

As of February 1, 2018 the Applications & Analytics business group was renamed Nokia Software

 

Gregory Lee

President

10


Table of Contents

Market trends driving our strategy

We are rebalancing for growth, putting Nokia Technologiesat the heart of unprecedented opportunities in the Fourth Industrial Revolution to create the technology to connect the world.

Kristian Pullola

Chief Financial Officer

Joerg Erlemeier

Chief Operating Officer

Hans-Jürgen Bill

Chief Human Resources Officer

Kathrin Buvac

Chief Strategy Officer

Ashish Chowdhary

Chief Customer Operations Officer

Barry French

Chief Marketing Officer

Maria Varsellona

Chief Legal Officer

Marcus Weldon

Chief Technology OfficerIn 2016 we identified six global megatrends that we believe continue to impact our current and Presidentpotential customers, change the lives of people and impact business operations on a global scale. The Nokia Bell Labs Future X vision is directly aligned to these megatrends, providing opportunities for us to diversify into new growth areas.

The megatrends we have identified are:

(1)

Network, compute and storage: Ever present broadband capacity coupled with a distributed cloud for ubiquitous compute and near infinite storage, allowing limitless connectivity and imperceptible latency as well as subscription-based and asset-less business models.

(2)

Internet of Things: In addition to people, trillions of things are connected to the internet and amongst themselves, collecting unprecedented amounts of data in a private and business context.

(3)

Augmented Intelligence: Artificial intelligence combined with human intelligence transforms the collected data into actionable insights, fundamentally changing the way decisions are made by businesses, governments and individuals, resulting in time savings, less waste, higher efficiency and new business models.

(4)

Human and machine interaction: A range of new form factors that transform the way humans interact with each other and with machines, e.g. voice-based digital assistance, gesture control, smart clothes, implantable chips, robotics and Augmented and Virtual Reality.

(5)

Social and trust economics: Ubiquitous connectivity, compute and storage, as well as technologies such as artificial intelligence and blockchain, enabling new business models based on sharing assets and distributed trust, allowing rapid scalability on a global level.

(6)

Digitization and ecosystems: Next level of digitization beyond content and information, digitizing atoms with additive printing in an industrial, consumer and medical context, digitizing logistics and production processes, transforming global supply chains by massive-scale automation.

Nokia Bell Labs has developed Future X, our vision of a future network architecture that addresses these megatrends in a holistic way. This is our guide to building networks that meet the future needs of our customers and address the inherent opportunities in the megatrends. The Future X vision encompasses the key domains of future networks: emerging devices and sensors, massive-scale access, converged edge cloud, smart network fabric, universal adaptive core, programmable network operating systems, augmented cognition systems, digital value platforms and dynamic data security.

Simultaneously, driven by the megatrends and the resulting increasing relevance of networks to digitize business operations, we see a shift in who is investing in technology.

Our primary market with communication service providers (CSPs), in which we have a leadership position, is very large in size, but expected to provide a limited estimated growth opportunity, mainly driven by 5G.

However, the megatrends are increasing the demand for large high-performance networks in other key industries. Webscale companies– such as Google, Microsoft and Alibaba – are investing in cloud technology and network infrastructure at an increasing scale. As other vertical markets such as transportation, energy and the public sector (TEPS) digitize their operations, they need high-performing mission-critical networks as well. The same is true for TXLEs– technically sophisticated large enterprises, such as banks, that invest heavily in their own network infrastructures to gain a key competitive advantage. Our “Future X for industries” network architecture combines the technologies that drive dramatic productivity improvements across a wide range of industry sectors. As technologies such as edge cloud supporting augmented intelligence and advanced security analytics as well as end-to-end 5G-capable networks become a reality, they will radically speed up the digital transformation of industries such as manufacturing, logistics, transportation and energy, as well as governments and cities. Nokia’s holistic approach is helping to drive a new era of productivity and human–machine interaction that is expected to unlock trillions of dollars of economic value in the next decade.

We are addressing both our primary CSP market and the newly identified growth opportunities in the Industrial IoT with our “Rebalancing for Growth” strategy. The strategy builds on our core strength of delivering large high-performance networks by expanding our business into targeted, higher-growth and higher-margin vertical markets. 

 

11


Table of Contents

Our strategy

Our four pillars

Our strategy builds on our business portfolio and continued drive to create technology that serves people and businesses and includes the following four key priorities.

1.Lead

Lead in high-performance, end-to-end networks with CSPs

Our position

Nokia is a leader in this area today and we will use our main competitive advantage – a near-100% end-to-end portfolio that we can deliver on a global scale – to maintain our leadership while managing for profitability.

Our focus areas

§

We are differentiating ourselves with our end-to-end networks that deliver benefits for our customers in automation, total cost of ownership and time to market.

§

We are establishing leadership in 5G through our presence with 5G leading customers in the first 5G markets globally and achieving global technology and quality excellence.

§

We are innovating in augmented intelligence, analytics and automation for fast and flawless delivery of our network infrastructure services.

§

We are providing industry-leading cognitive network services to improve network performance, operational efficiency and subscriber experience, and developing service business models to open new revenue streams for CSPs.

§

We are maintaining our leading market share in copper and fiber access, accelerating momentum in fixed wireless access, successfully expanding in the cable market, further developing new smart home solutions such as whole-home Wi-Fi, and simplifying network operations for our customers.

§

We are leveraging our superior products and the next-generation IP routing portfolio based on our FP4 chipset to grow in both edge and core routing, where we have a fully virtualized portfolio that is differentiated by performance, flexibility, security and quality.

Progress

§

We are driving the deployment of 5G: the number of customers already engaged with us on 5G is rapidly heading over the 100 mark, and amongst those we have already signed over 25 5G supply agreements. Our global base of mobile broadband customers puts us in a position of strength as 5G rollouts accelerate globally.

§

In July, 2018, we announced a landmark USD 3.5 billion agreement with T-Mobile to accelerate the deployment of their nationwide 5G network in the United States. During the year we also signed three separate framework agreements with a combined value of EUR 2 billion with China Mobile, China Telecom and China Unicom.

§

Independent third party assessments by P3/Connect and others testify to Nokia’s superior networks performance around the world.

2212


 

Table of Contents

2.Expand

Expand network sales to select vertical markets

Our businessesposition

We continue to expand into select vertical markets that have two businesses: Nokia’s Networks businesshigh-performance, carrier-grade networking needs: Web and Nokia Technologies.

Within these two businesses, we had six business groups in 2017: Mobile Networks, Fixed Networks, Global Services, IP/Optical Networks, and Nokia Software* (all within our Networks business)cloud companies; transportation, energy, public sector (TEPS); and TXLE (large enterprises for which technology is a strategic advantage). As the world becomes more digital and more automated, the kind of high-performance, low-latency networks once used almost exclusively in telecommunications are now needed by other organizations. This is especially true in organizations that own high-value, movable assets that are mission-critical. To address this growing need for high-performance networks, Nokia Technologies. This section presents an overview of Nokia’s Networksformed the Nokia Enterprise business group. With Nokia Enterprise, we have implemented a combined sales organization, a targeted portfolio and Nokia Technologies.new solutions that address our customers’ digitization and automation needs.

Networks businessOur focus areas

§

Web and cloud customers increasingly require high-performance networks to improve customer experiences and to expand their primary business models. For web and cloud companies, we are focusing on an all-IP-led approach, providing IP routing and optical network infrastructure.

§

Large, tech-savvy enterprise (TXLE) customers need to virtualize and automate their hybrid cloud data centers with technology disruptions like software-defined wide area networking (SD-WAN), software-defined security, and branch office connectivity. Nokia can address those needs with SD-WAN and our all-IP portfolio.

§

TEPS customers require high-performance, mission-critical networking that digitizes their energy systems, rail systems and cities. They also need to layer on top of those networks industrial automation platforms that help digitize their operations. Nokia offers mission-critical networks, solutions for digitization and Industrial IoT, and industrial automation.

§

Other verticals also need to increase productivity and reduce costs through the digitization and automation of their operational systems. This can be accomplished with Industrial IoT platforms, automation platforms and private wireless networks. Nokia now targets these opportunities.

Mobile NetworksProgress

§

In 2018 we made good progress in our select vertical markets with over 150 new customers and we now have more than 1 000 enterprise customers. We consolidated our enterprise-specific activities into Nokia Enterprise, our new business group, which commenced operations January 1, 2019.

§

In 2018 we delivered constant currency sales growth of 9% in the enterprise space, excluding the third-party business that we are exiting, and posted solid profitability.

§

We unveiled our “Future X for industries” strategy and architecture, which leverages digital transformation technologies to catalyze productivity and economic growth for enterprises.

§

We also announced numerous private LTE deals during the year including Elektro, a power distributor in Brazil, and BMW’s smart manufacturing facility in partnership with China Unicom.

Fixed Networks

Global Services

IP/Optical Networks

Nokia Software*

Nokia Technologies

Nokia Technologies

*  As of February 1, 2018 the Applications & Analytics business group was renamed Nokia Software.

2313


 

Table of Contents

3.Build

Build a strong software business

Our position

With our existing software products, we are today a leader in the large and growing telecoms software market. Our ambition is to build on this foundation and strengthen our position by building software for Digital Time. This means intelligently connecting humans, machines and data to boost productivity and thus create time for what matters the most. We help our customers to connect data across their business, network and operations and help them create insights for maximizing their investments – in time, relationships, revenue and productivity. By doing so, we aim to create a global software player that has a growth and margin profile like leading software companies. The basis for all our activities is diligent cost management, lean operations and a focus on developing and engaging our people.

Our focus areas

§

We are accelerating our innovation to meet customer expectations faster. For this purpose, we are adopting the Common Software Foundation across all our products and making them cloud-native, as well as reorganizing our R&D for greater effectiveness. We are also gearing Services and Care to next-generation effectiveness for faster delivery and flawless customer service.

§

We are modernizing our portfolio via Connected Intelligence by incorporating artificial intelligence and machine learning everywhere, enabling new revenue streams, pushing the limits of automation in operations, and moving to secure cloud-native networks. Beyond individual products, we integrate and deliver results-oriented solutions across our portfolio and with strategic partners.

§

We are optimizing our go-to-market strategy with a refreshed software sales team, better pricing models and stronger partnerships.

Progress

§

Throughout the year our Nokia Software business group continued to demonstrate the strength of its portfolio by winning major accounts including BT, Telenor One Europe, STC, Telefónica UK and Sky.

§

Analysys Mason ranked Nokia #1 in telecom product software revenues and #2 in combined telecom product and product-related revenues in its latest annual report released in November, 2018.

14


Table of Contents

4.Create

Create new licensing opportunities

Our position

Our approach is to keep our patent licensing business strong, creating new revenue streams from patent and technology licensing and brand partnerships. We own one of the broadest and strongest patent portfolios in our industry, built from the innovation of Nokia, Nokia Siemens Networks and Alcatel Lucent. At the end of 2018 our patent portfolio included around 20 000 patent families, and we filed patents on more than 1 300 new inventions during 2018.

Our focus areas

§

We continue to renew the portfolio through innovation in multiple areas, especially cellular standard essential patents, in part as a result of the extensive research activities of Nokia Bell Labs.

§

In addition to renewing existing patent licenses on favorable terms, our aim is to add new licensees from the mobile industry, and we continue to expand patent licensing into new segments, such as automotive, IoT and consumer electronics. Besides this, we are exploring opportunities to license our unique audio/visual technologies to device creators.

§

Our brand licensing efforts are well underway – we see value creation opportunities in the mobile devices industry, leveraging our strong Nokia brand. Our exclusive brand licensee for mobile phones and tablets, HMD Global, has already launched a comprehensive portfolio of new Nokia-branded feature phones and smartphones.

Progress

§

Further validating our global licensing program, Nokia and the Chinese smartphone company OPPO signed a multi-year patent license agreement. In addition, we extended our patent licensing agreement with Samsung.

§

Nokia’s brand licensee HMD Global continued to refresh its smartphone portfolio with numerous new models and announced plans to double its manufacturing capacity in India to satisfy demand.

15


Table of Contents

Networks business

Market overview

Through our comprehensive end-to-end portfolio of products and services we are addressing a market that encompasses mobile and fixed network access infrastructure, IP routing and optical networks, mobile and converged core networks, as well as software platforms and applications.

We define our primary market as a networkOur personal lives and IP infrastructure, software and CSP services market. We estimate that our primary market was EUR 103 billion in 2017. In addition, we have an adjacent market, including a vertical market that includes our Networks businesses expansion areas in both a customer and a product dimension. The adjacent market includes customer segments such as webscale companies, energy, transport, public sector, and TXLEs. In the product dimension, this includes our traditional networking in addition to new solutions like Nuage Networks, SDN, Analytics, IoT, and Security. The adjacent market was estimated at EUR 23 billion in 2017.

Demand for our portfolio is driven by exponentially increasingenterprises are becoming increasingly more digitized, driving exponential growth in data traffic as people’s lives and, enterprises become ever more digitalized. This drivesin turn, driving the demand for our portfolio of highly reliable and high-performance networks forto support massive connectivity.

Our Annual Report on Form 20-F for 2019 will reflect our new segment reporting structure, which separates the Networks and Software businesses. For more information, see Note 37, Subsequent events, in the Financial Statements section.

Competition

The main competitors in our primary market are Huawei, Ericsson and ZTE.ZTE, and in some markets we also encounter Samsung. We also compete with technology experts in some of our other market segments, such as Juniper Networks and Cisco in the IP networking and security segments, and Ciena, Adtran and Calix in the optical networks and fixed access segments. Both the optical networks and the applications and analyticsNokia Software market segments, are still highly fragmented.

24


Table of Contents

Mobile Networks

Market overview

The primary market for our Mobile Networks business group includes technologies for mobile access, core networks and microwave transport. This encompasses access and core network technologies ranging from 2G to 5G licensed and unlicensed spectrum for both macro and small cell deployments. The primary addressable market for Mobile Networks was estimated at EUR 27 billion in 2017.

The adjacent market for Mobile Networks includes solutions for the public sector, TXLEs, and webscales, and drives expansion into domains such as LTE for public safety, private LTE and unlicensed radio access. The adjacent market, including verticals, was estimated at EUR 4 billion in 2017.

Business overview and organization

Providing connectivity is the core business of our Mobile Networks business group. Our Mobile Networks strategy focuses on maintaining the strong business that we have today, and prudently expanding it to new customer segments and technologies. To implement our strategy, and to become fast and agile in our execution, Mobile Networks introduced a new organizational structure and new ways of working in October 2017. We target to lead in high-performance mobile networks with communications service providers. In practice, we define leading with two indicators: customer feedback and return on investment.

Practically, we aim at being perceived as a leader in 5G, as well as providing the best value to our customers as they evolve their networks towards cloudification. As we move from 4G to 5G and transform our networks into a cloud-native environment, we aim to become a champion of DevOps and continuous delivery. 5G is more than a mobile access technology: the full potential of 5G is only achieved if every part of the network can perform to the same level, and for this we have developed our Future X network architecture blueprint. The capacity, latency, agility, reliability and speed offered by this technology make it applicable to CSPs and other industry verticals.

We believe that 5G will change the way in which communications technology is used in virtually every sphere of life. As we move along the path towards making 5G a commercial reality, we aim to extend our leadership in LTE with a smooth evolution path comprising successive generations of 4.5G, 4.5G Pro and 4.9G offerings. Mobile Networks’ rationalized portfolio, featuring the 5G-ready AirScale radio access, is setting the standard for scalability, openness, energy efficiency and multitechnology support (“Single RAN���).

An important part of our focus is the transformation of service providers as they adopt cloud computing technologies to enable digitalization. Particularly on the Core networks side, there has been a continuous evolution from traditional monolithic products, passing through virtualization and now into a cloud-native network architecture. To support this transition, in 2017 Nokia launched the AirGile cloud-native core which is a full portfolio of network functions built to execute on the demands brought by the future 5G and IoT networks. A proof point of the maturity of the Telco Cloud market and of the leadership position that Nokia has achieved is the strong deal momentum that we have achieved, with more than 120 commercial cloud references with operators and enterprises across the world.

Competition

The mobile networks market is a highly consolidated market and our main competitors are Huawei and Ericsson. Additionally, there are two regional vendors, ZTE and Samsung, that operate with an estimated below 10% market share. As network infrastructure gets virtualized and cloudified, we expect IT companies, such as HP Enterprise and Cisco, to emerge in this field.

2017 highlights

  In 2017, Mobile Networks established a portfolio of enabling technologies that are central to the infrastructure, operations, software and services required in a hyperconnected, digital world.

  In February, Nokia launched its 5G FIRST, a commercial end-to-end solution for early 5G deployments. Later in the year, Nokia announced the 5G upgradeability of its existing radio units as well as inclusion of the 3GPP standards based 5GNR support of 5G FIRST.

  For smoothening the evolution of 4G networks to 5G, Nokia demonstrated commercial 1.2 Gbps speed with a commercial chipset device, cloud radio access network (“RAN”) with all technologies virtualized, and eightfold radio cell capacity increase with massive MIMO technology jointly with Sprint.

  In September, Nokia launched the AirGile cloud-native core - a full portfolio of network functions built to execute on the demands brought by the future 5G and IoT networks.

25


Table of Contents

Fixed Networks

Market overview

The primary market for our Fixed Network business group includes technologies for fixed access and related services in addition to fixed network transformation services with a focus on transformation of legacy fixed switching networks. The primary market for Fixed Networks was estimated at EUR 8.4 billion in 2017. In this market, we see a shift from copper to fiber technologies, and networks increasingly use a combination of multiple technologies, such as copper, fiber and wireless.

The adjacent market, including verticals, for Fixed Networks includes virtualization solutions for cable access platforms, Digital Home (IoT) and passive optical LAN. The adjacent market, including verticals, was estimated at EUR 0.2 billion in 2017.

Business overview and organization

Our Fixed Networks business group creates Intelligent Access networks that are more advanced, bringing connectivity to more people sooner to deliver the best broadband experience.

The Fixed Networks business group provides the broadest access networks toolkit including copper, fiber, coax and fixed-wireless access technologies to deliver more bandwidth to more people, faster and in a cost-efficient way. The portfolio allows for a customized combination of technologies that brings fiber to the most economical point for our customers. Nokia is a market leader in copper-based solutions to boost capacity on existing copper infrastructure, such as VDSL2 Vectoring, Vplus, and G.fast. Together with Nokia Bell Labs, we continue the innovation and development of even higher-capacity technologies like XG-Fast, which allows 10 Gb/s over copper. The Fixed Networks business group is also a market leader in fiber-to-the-home solutions, with technologies such as GPON, EPON, Ethernet point-to-point, as well as the award-winning 10 gigabit next generation fiber technologies (XGS-PONmicrowave transport market segment remain highly fragmented.

Sales and TWDM-PON).marketing

Following the acquisition of Gainspeed, Nokia has been extendingconsiders its cable operator portfolio, with a comprehensive Unified Cable Access solution, including both fiber and coax solutions, as well as its ground-breaking and award-winning virtualized distributed access architecture solution (“vCMTS”). With this enhanced portfolio, Nokia provides cable operators with the end-to-end technology capabilities needed to support growing capacity requirements today and into the future.

Delivering a gigabit to the home is no longer enough, when in-home network, especially Wi-Fi capabilities, is often the pain point. To ensure carrier-grade in-home connectivity, Nokia has expanded its smart home portfolio with its carrier-grade Nokia Wi-Fi solution, providing coverage in every corner of the home, supporting communications service providers to offer enriched customer experience and diversify their services.

Virtualization will have a key role in keeping operational costs low as the network gets more complex. Moving functions to the cloud makes networks easier to manage and scale. With its Software Defined Access solution, Nokia takes a very pragmatic approach towards fixed access virtualization, working closely with service providers around the world to define the use cases that make the most sense for them. Nokia’s Software-Defined Access Network (“SDAN”) solution includes Altiplano cloud-native software and Lightspan open programmable hardware, enabling scalable deployment practices, automated operations and integration services. Nokia was awarded the Broadband Award 2017 for Achievement in Virtualization.

The Fixed Networks services portfolio is based on our unparalleled expertise and experience and includes amongst others, Public Switched Telephone Network transformation, ultra-broadband network design, deployment and operation, site implementation and outside plant, and multivendor maintenance. With predictive care, Nokia brings the powerful and proven intelligent analytics and automation capabilities of Nokia AVA cognitive services platform to fixed networks, providing near-real time monitoring capabilities to identify network anomalies before they impact service.

Competition

The competitive landscape in fixed access has similar characteristics to mobile access, where the market is dominated by three main vendors, Nokia, Huawei, and ZTE, and a handful of other vendors with estimated less than 10% market share.

2017 highlights

  Nokia continued to be the market leader in copper access and one of the market leaders in fiber access, and is the only vendor with a leading market share in all regions worldwide, according to Dell’Oro.

  In October, Nokia launched its Intelligent Access Vision on how to build access networks that are faster, better and smarter. This included a series of new product launches for the access network, the cloud and the home. With this extended portfolio, Nokia continues to strengthen its innovation leadership.

  To complement our portfolio for the cable operator market, Nokia announced the virtualized Distributed Access Architecture, based on its Gainspeed portfolio, ending the industry debate between remote PHY and remote MACPHY, immediately followed by a first customer announcement with Wide Open West. Following the acquisition of Gainspeed in 2016, we have now built up a strong portfolio to address cable operators’ needs.

  Other key launches included Nokia Wi-Fi, a carrier-grade whole home Wi-Fi solution; a cloud-native set of Software Defined Access Network products; the industry’s first wireless PON solution; expansions to our existing copper and fiber portfolio, and Nokia Predictive Care.

26


Table of Contents

Global Services

Market overview

The Global Services business group’s market includes network implementation, care and professional services for mobile networks in addition to managed services for the fixed, mobile, applications, IP and optical domains. The primary market for mobile networks services was estimated at EUR 28 billion in 2017. The adjacent market for Global Services, including services for Mobile Networks vertical segments, was estimated at EUR 5 billion.

Business overview and organization

Our services, solutions and multivendor capabilities help communications service providers navigate through the evolving technology landscape, network complexity and data growth as well as improve end user experience while supporting them also in day-to-day network planning, implementation, operations and maintenance. At the same time, we expand our offering in select attractive verticals as well as for IoT and cloud by leveraging our innovative portfolio and telco grade expertise.

We differentiate strategically through our service delivery by driving speed, quality and efficiency with the right combination of local expertise and globalized delivery centers, as well as automation and advanced analytics powered by Nokia AVA, our cognitive service delivery platform.

The Global Services business group consists of five business units.

Network Planning and Optimization helps customers maximize their network performance and quality of end users’ experience, while also keeping capital expenditure under tight control. Analytics-based services powered by Nokia AVA are designed to satisfy the surging need for a use-case driven approach to addressing customer pain points.

Network Implementation deploys, expands and modernizes mobile networks of the communications service providers, enterprise and public sector customers in growth and mature markets, thus optimizing customers’ total cost of ownership (both capital expenditure and operating expenditure) and deployment schedules while minimizing risks.

Systems Integration offers network architecture, integration, customization, and migration services. The portfolio focuses on core and SDM, data center services, telco cloud, transformation and prime integration for communications service providers and other specific services for vertical customers.

Care assures optimal network availability by providing network operation support, maintenance, orchestration and expert services. With the power of Nokia AVA and its latest analytics and automation, our offering includes proactive and predictive solutions that are fully customizable to local and customer-specific requirements.

Managed Services provides tailored packages for its communications service providers, public sector, transport and utility customers to help them transform their business and excel in the fixed, mobile, applications, IP and optical domains. The full portfolio comprises of network and service management, a build-operate-transfer model, hosting, advanced analytics, IoT, cloud and security operations.

Competition

In a market segment that combines products and services, Nokia competes against Huawei, Ericsson, ZTE, and Cisco, while for the service-led businesses like managed services and systems integration we see other competitors, such as TechMaindra, HPE and IBM, emerging in addition to Ericsson and Huawei.

2017 highlights

  Global Services expanded its portfolio with close to 20 new services, including in 5G, IoT, public safety, and analytics.

  The new Nokia WING—a managed service for IoT—provides communications service providers with a quick market entry.  

two distinct markets. Our new Analytics Services that draw from machine learning, augmented intelligence and the power of Nokia AVA were recognized by several industry awards.

  Our analytics, artificial intelligence and machine learning capabilities were also recognized by several industry awards.

  We launched MIKA (Multi-purpose Intuitive Knowledge Assistant), the first digital assistant to support telecom services.

27


Table of Contents

IP/Optical Networks

Market overview

The primary market for our IP/Optical Networks business group includes routing and optical technologies and related services sold to CSPs. This market includes technologies such as IP aggregation, edge and core routing, mobile packet core, Wave Division Multiplex, and packet optical transport networking solutions. We also have analytics and end-to-end Software-Defined Network (“SDN”) solutions. The primary market for IP/Optical Networks was estimated at EUR 25 billion in 2017.

A growing portion of IP/Optical Networks revenue is derived from its adjacent market, which includes customer segments like webscales and enterprise. In the enterprise segment, we address verticals like energy, transport, public sector, and TXLEs. We address this mission-critical market with our IP, Optical and Nuage Networks portfolios. The adjacent market was estimated at EUR 6 billion in 2017.

Business overview and organization

The IP/Optical Networks business group provides the high-performance and massively scalable networks that underpin the digital world’s dynamic interconnectivity. IP/Optical Networks’ portfolio of carrier-grade software, systems and services play across multiple domains, from programmable IP and optical transport networks for the smart fabric to analytics and software-defined capabilities for the programmable network operating system and more.

The networks of CSPs are under tremendous pressure from cloud-based applications, ultra-broadband evolution and the IoT. IP/Optical Networks solutions reduce time-to-market and risk in CSPs launching new services, enabling rapid scaling to meet surging demands in the most optimized configurations. Our insight-driven network automation solutions further assure that network services are delivered with consistent quality, reliability and security and that restorative actions are automatically initiated when any parameter varies beyond set limits. These carrier-grade attributes also benefit—and are valued by—the needs of webscales, energy, transport, public sector and TXLEs.

The IP/Optical Networks product portfolio includes:

§

comprehensive IP and optical Wide Area Networking (“WAN”) solutions that dynamically, reliably and securely connect people and things from any universal broadband access modality to any clouds and edge clouds at the lowest cost-per-bit;

§

advanced, cloud-optimized IP service gateways for residential, business, mobile and IoT services and unique hybrid solutions enabling a converged services future;

§

analytics and carrier SDN solutions for insight-driven network automation that dynamically provision, optimize and assure network services and resources end-to-end, from access to the cloud, and spanning IP and optical technology layers;

§

advanced datacenter automation and software-defined WAN solutions that configure network connectivity among clouds and to any enterprise branch office with the ease and efficiency of cloud compute using products from our Nuage portfolio;

§

advanced IP video services offering the utmost user experience streamed efficiently and flawlessly from the cloud; and

§

an extensive portfolio of professional services to accelerate the benefits of integrating new technologies to transform networks and leverage the latest innovations in SDN, virtualization, video and programmable all-IP networks.

Competition

The competitive landscape includes Cisco, Juniper Networks, Huawei, and Nokia in addition to various specialized players in optical, such as Ciena.

2017 highlights

  The IP/Optical Networks business group launched the world’s most powerful internet routing platforms powered by Nokia’s new FP4 silicon. Leading smartphone manufacturer Xiaomi signed a business collaboration and multi-year patent agreement that includes the new FP4 silicon as well as optical transport solutions for datacenter interconnect and a datacenter fabric solution.

  The Nokia 100G optical portfolio was chosen to support the massive growth of Jio's pan-India 4G network and was integral to Nokia and Facebook breaking subsea spectral efficiency records in transatlantic field tests.

  The Nuage Networks solution powered the launch of BT Agile Connect and TELUS Network as a Service (“NaaS”). These launches reinforced Nuage Networks' SD-WAN leadership following additional wins with major service providers including Telefonica and China Telecom.

  AT&T teamed with Nokia to offer U.S. utilities a private LTE solution based on the new Nokia wireless router, which will help utility customers modernize their grid distribution and build converged field area networks to reap the benefits of the smart grid.

28


Table of Contents

Nokia Software*

Market overview

Nokia Software’s primary solution segments include software for 1) digital experience and monetization (i.e., Business Support Systems), 2) digital operations (i.e., Operational Support Systems), 3) digital networks (i.e., Session Border Controllers, Authentication, Authorization, and Accounting (“AAA”), and Diameter Routing), and 4) digital intelligence (i.e., big data analytics, augmented and artificial intelligence, etc.). The primary addressable market for Nokia Software and associated professional services was estimated at EUR 14 billionconsists of CSPs. Our current enterprise business is small in 2017.comparison with our operator business but growing fast.

The adjacent market for Nokia Software includes emerging softwaregeographically divided Customer Operations (CO) organizations are the primary interface with our CSP customers. The CO Americas organization focuses on our markets in North America and services for Network Function Virtualization (“NFV”) and NFV Management Orchestration (“MANO”), Self-Organizing Networks, IoT platforms, and security. This market also includes digital enterprises and IoT verticals. The adjacent market, including verticals, was estimated at EUR 8 billion in 2017.

Business overview and organization

The Nokia Software business group serves communications service providers by helping them harness the power of connected intelligence to enrich and monetize experiences. Nokia is helping customers move from the slow, siloed, and monolithic systems they have today to agile, scalable and lightweight solutions that are built to work in digital time. Each solution is designed to provide intelligence, automation, security, cloud readiness and multi-vendor capabilities over a common software foundation. 

The Nokia Software portfolio contains:

§

Digital experience and monetization: helps service providers identify and act upon the small windows of digital time where the opportunities to enrich and monetize are the best. Our portfolio includes solutions for omni-channel customer engagement, autonomous customer care, fixed and mobile device management, and policy and charging software that can be utilized across all network types from any vendor. Today, we have more than 300 digital experience and monetization customers, we are the market leader in both fixed and mobile device management, and we have one of the industry’s first 5G charging solutions.

§

Digital operations: helps service providers simplify, automate and optimize their service and network operations. Our portfolio includes solutions for service fulfilment, assurance, orchestration, and network management. We have more than 500 digital operations customers globally, hold leading market positions in NFV MANO and service assurance and have been recognized as the “one stop shop for Operations Support Systems” by Analysys Mason.

§

Digital networks: software that creates an elastic, programmable, and secure cloud-based foundation to address performance and reliability requirements. Our products include one of the industry’s first cloud-native session border controllers, a portfolio of active security solutions, and market-leading mobile network management solutions.

§

Our digital intelligence portfolio provides a complete 360-degree view on the market. We use artificial intelligence to provide advanced summarization, correlation, and prediction to determine sentiment, marketing targets, and the next best actions. We are the market leader in network analytics and have over 350 customers.

Competition

Nokia is one of the leading providers of telecom software products according to Analysys Mason. As the market is highly fragmented, the top six vendors all hold less than 10% market shareLatin America, while the remaining market is shared across several niche players. 

Our competitors fall into two categories: Independent Software Vendors (“ISVs”) and Network Equipment Providers (“NEPs”). The main ISV competitors are Amdocs, Netcracker, and Oracle. The main NEP competitors are Huawei and Ericsson, selling software as part of large infrastructure deals.

*As of February 1, 2018 the ApplicationsCO EMEA & Analytics business group was renamed Nokia Software.

29


Table of Contents

2017 highlights

As part of Nokia’s strategy to build a standalone software business at scale, the Nokia Software business group has been driving a major change agenda to strengthen the business. 

Product highlights include:

  Acquired Comptel Corporation and gained the ability to provide closed loop fulfillment and assurance along with catalogue driven orchestration which are essential for fully automated operations. The acquisition also bolstered our monetization and analytics capabilities.

  Continued to add machine learning, analytics and automation capabilities with the launches of Autonomous Customer Care, Nokia Cognitive Analytics for Crowd Insight, Nokia Analytics Office Services, Nokia NetGuard Security Management Center solution, New Nokia evolved Service Operations Center, and Nokia IMPACT, our IoT platform.

  Introduced 5G-ready Nokia Smart Plan Suite in a cloud-native lightweight solution.

  Launched NetAct Archive Cloud, the first automated real-time monitoring cloud backup system and the industry’s first cloud-native Session Border Controller.

Operational and organizational highlights include:

  Established a dedicated software salesforce with new leadership. The team invested in recruitment and enablement to ensure our team provides high value customer engagements.

  Modernized software R&D with improved portfolio management; creating a Common Software Foundation to make our software easier for customers to use, rely on and integrate; strengthening our DevOps capabilities to get features to market faster; and standardizing performance and reliability testing to ensure our products meet telco-grade standards.

  Increased the value of our service practice with a Common Delivery Framework, investment in key skills like data science, NFV on-boarding, security, and monetization.

30


Table of Contents

Within our Networks business

Sales and marketing

The Customer Operations (“CO”)APAC organization is responsible for salesour Asia Pacific & Japan, Europe, Greater China, India, and account management across the five network-oriented business groups. Middle East and Africa markets.

The CO teams are represented worldwide (inorganizations have a comprehensive global presence (active in approximately 130 countries) to ensureand its structure ensures that we are close to our customers benefit from dedicated management attention and have afrom our teams’ deep understanding of local markets. In this way, we striveThis approach enables Nokia to createmaintain strong customer relationships.

The priority of the CO organizations is to serve our customers. And, since 2018, the CO organizations have been responsible for both delivery and maintain deep customer intimacy acrosssales, ensuring strong alignment between our customer-facing teams in each account. Our “One CDM” (customer delivery manager) model provides a strong counterpart to our customer base.team setup, ensuring that customers have a seamless experience when working with Nokia. This is particularly important given the value our customers put on Nokia’s end-to-end approach, which can provide a solution to a customer need based on portfolio elements from several of our business groups.

Geographically, theThe CO organization is divided into seven markets:

§

Asia-Pacific and Japan spans a varied geographical scope, ranging from advanced telecommunications markets, such as Japan and the Republic of South Korea, to developing markets including Philippines, Bangladesh, Myanmar, Vietnam and others. In 2017, we worked with all the leading operatorsalso works very closely with our sales and delivery colleagues in Nokia Software to ensure the right level of customer focus and expertise in this crucial area, and with our colleagues in Nokia Enterprise to make sure that we are efficient in developing and selling the solutions that will benefit both our CSP and enterprise customers. We strongly support our “Service-Provider-as-a-Partner” (SPaaP) sales approach, in the market, and collaborated on 5G, IoT and other leading network evolution topics with operators from Japan and the Republic of South Korea. We also run a major Service Delivery Hub in Japan. Furthermore, we work across a wide range of vertical markets in Asia-Pacific and Japan including public sector, transportation and energy enabling solutions through its end-to-end portfolio.

§

In Europe, we engaged with all the major operators serving millions of customers. We have extensive R&D expertise in Europe, and some of our largest Technology Centers, which are developing future technologies, are based in this market. We also have a Global Delivery Center (across two locations: Portugal and Romania) and three regional Service Delivery Hubs in Europe (one in Russia and two in Poland). With our strong end-to-end portfolio, Nokia is well positioned in Europe to help maximize the benefits of 5G, IoT and the digital transformation in the local digital ecosystems.

§

In Greater China, we are the leading player among companies headquartered outside China, and work with all the major operators. We have also extended our market presence to the public and enterprise sectors, including energy, railways and public security. In 2017, we worked with numerous China-based webscale companies, and all the major operators in Taiwan. In China, we have six Technology Centers, one regional Service Delivery Hub and more than 80 offices spread over megacities and provinces. A major achievement in 2017 was the closing of our agreement with our Chinese partner, which resulted in the formation of the joint venture – Nokia Shanghai Bell. This was the last major organizational step in Nokia and Alcatel Lucent integration, bringing together approximately 8 000 colleagues from both companies into a single organization.

§

In India, we are a strong supplier and service provider to the leading public and private operators. Collectively, our networks for these operators serve 418 million subscribers across some 459 000 sites with Nokia managing networks supporting 154 million subscribers. In addition, we are a key telecom infrastructure supplier to non-operator segments, including large enterprises, utilities companies, and the Indian defense sector. We are also a strategic telecommunications partner in GSM-Railways technology in India. Nokia’s operations in the country include a Global Delivery Center, a Service Delivery Hub and a Global Technology Center.

§

In Latin America, an estimated 24% of mobile subscribers use LTE services, almost double from a year ago, due to accelerated adoption in Brazil, Mexico and Argentina. High-speed fixed broadband, meanwhile, is still in its early phase. With the aim of providing broadband services to a population of over 600 million people in the area, we supplied ultra-competitive solutions to all major operators. In 2017, we also closed our biggest ever deal in the market – the nationwide wholesale LTE network in Mexico known as ‘Red Compartida’, for Altán Redes, and the largest LTE 700 MHz deployment in Brazil with TIM.

§

In Middle-East and Africa, we see strong opportunities for Nokia, and we are closely working with all key global and regional operators. We have been laying the foundation for early 5G adoption and Smart Cities deployments in the Middle-East region, and continue to see strong growth in the number of mobile broadband users in Africa, driven by increasing affordability of smartphones and commercial LTE deployments across the continent.

§

In North America, we count all the major operators as our key customers. We also deliver advanced IP networking, ultra-broadband access, and cloud technology solutions to a wide array of customers, including local service providers, cable operators, large enterprises, state and local governments, utilities, and many others. North America is also home to the our most important and thriving innovation practices―from the renowned Nokia Bell Labs headquarters in Murray Hill, New Jersey, to the development labs in Silicon Valley.

As Nokia executes its strategy to expand beyond our traditional telecom operator customer base, Customer Operations is leading the way with a strong go-to-market strategy for our non-telco target segments. Our ambition is to drive the sale of business and mission-critical communications networks and services to organizations in several carefully chosen markets.

These efforts are led by two teams within Customer Operations. These are Global Enterprise TEPS (transportation, energy and public sector) and Global Enterprise Webscale / TXLE.

Within TEPS, we focus on the needs of public sector customers for technology in public safety, government driven broadband initiatives and smart city projects. For example, we work in partnership with Nedaa (the Dubai government security networks operator) in both public safety and smart city; as a key supplieroperators to AT&T, Nokia will play a significant part in building the FirstNet nationwide U.S. Public Safety broadband network; we supply the Shanghai Oriental Pearl Group with technology for smart city services and work with the Digital Poland Operational Program, in which, together with Infracapital, we formed a joint venture to design, deploy and operate GPON fiber-optic networks to serve more than 400 000 residences and 2 500 schools in 13 regions in central and northern Poland.

In transportation, Nokia is the market leader in GSM for railwayaddress customers (“GSMR”) world-wide. And in aviation, we are working with Skyguide on modernizing Switzerland’s nationwide mission-critical communications network for air traffic control, managing both civil and military air traffic. We also supply Air2Ground private LTE solutions for major airline corporations, in cooperation with Deutsche Telekom and Inmarsat, among others. In energy, we are the global leader in Private LTE solutions for the mining industry. In 2017, we also added our first water utility with Placer County Water Authority in the United States, where our technologyenterprise space. This model is helpingproving to control water quality, prevent water loss and more effectively manage hydro-electric power generation. be a successful route to market for CSPs as well as for Nokia.

Research & development

We also work with the world’s largest utility companies, including the world’s largest utility by production – EDF –

31


Table of Contents

the world’s largest utility by customers – SGCC in China – Tata Power in India and the major utilities for both generation and distribution across the United States, including Ameren.

Our Webscale / TXLE business saw significant progress during 2017. In Webscale, our business has grown steadily and we now count Facebook, Amazon Web Services (“AWS”), Apple, Xiaomi Baidu, Alibaba and Tencent among our customers and we also work with some of these as partners. We announced a partnership with Amazon Web Services, providing a full suite of services to support service providers in their migration to AWS, a patent agreement with Xiaomi and a business and patent license and business collaboration agreement with Apple. Among our TXLE customers, we include international banks–such as BBVA, Santander, and Crèdit Andorrà–to which we supply software-defined networking and / or software-defined WAN solutions.

Picture 6

Research and development

Our Networks business isare one of the industry’s largest R&D investors in information communication technology and we expect it to drive innovation across telecommunications and vertical industries to meet the needs of a digitally connected world. Product development is continually underway to meet the highly programmable, agilehigh programmability, agility and efficiency requirements of the next generationnext-generation software-defined networks that will accommodate themobile and fixed broadband, IoT, intelligent analytics and automation, which are used to forge new human possibilities.

Our five networks-focused business groups are responsible for product R&D within the Networks business. The Networks business hasWe have a global network of R&D centers, each with individual technology and competence specialties. The main R&D centers are located in Belgium, Canada, China, Finland, France, Germany, Greece, Hungary, India, Italy, Japan, Poland, the Philippines, Portugal, Romania, the United Kingdom and the United States. We believe that the geographical diversity of our R&D network is an important competitive advantage for us. In addition, the ecosystem around each R&D center helps us to connect with experts on a global scale, and our R&D network is further complemented by cooperation with universities and other research facilities.

All

16


Table of Contents

Mobile Networks

Market overview

The primary market for our Mobile Networks business group includes technologies for mobile access and microwave transport. This encompasses access network technologies ranging from 2G to 5G licensed and unlicensed spectrum for both macro and small cell deployments.

Business overview and organization

We see a strong initial appetite for 5G in the most progressive and advanced mobile markets, and we are the only end-to-end mobile network vendor working with the major operators in the U.S., China, South Korea and Japan. Nokia is rolling out technology today to prepare our customers for commercial launches when 5G devices and spectrum become available.

In Mobile Networks our goal is to be the leader in 5G and provide the best value to our customers as they evolve their networks. In December 2017 the first 3GPP specifications were confirmed – including 5G New Radio (NR) – and since then, the technology and the market have moved fast. We continue to develop our 5G portfolio according to the latest 3GPP specifications and are proud of the number of industry firsts that we have completed on the path to 5G commercialization. Furthermore, we continue to invest significantly in our ReefShark processor family for baseband and RF. Our customers are moving fast as well: our first commercial 5G radio contract was signed in January 2018 with NTT DoCoMo in Japan based on 5G New Radio. As an industry, we have moved quickly from specifications to development, testing, and implementation in real networks. To this end, roughly half of our Networks business groups,R&D personnel are fully focused on 5G and also Nokia Technologies, are committedthis is expected to increase as we continue to move personnel on a periodic and strategic basis. As we move from 4G to 5G, we aim to become a champion of continuous integration, continuous delivery and DevOps.

We have a global installed base that is expected to provide us with the platform for success in 5G. We have more than 400 customers in 4G/LTE and a robust AirScale platform, which can be upgraded from 4G to 5G. We built our AirScale portfolio and small cells, software and mobile transport solutions to work across all generations of technology and all relevant spectrum bands for efficient, simplified and optimized sites for our customers. In radio we build our access portfolio based on one architecture: Future X networkis the foundation of our reference architecture defined byfor all deployment models. The Nokia Bell Labs. The5G Future X end-to-end product and services portfolio combines high-capacity 5G New Radio, core, SDN-controlled “Anyhaul” transport, edge clouds, and software orchestration to provide a complete set of network capabilities for commercial 5G

Competition

The mobile networks market is a highly consolidated market as a whole, and our main competitors are Huawei and Ericsson. Additionally, there are two regional vendors, ZTE and Samsung, that have an estimated market share of below 10%. The microwave transport market segment, however, remains fragmented.

  In January 2018, Nokia announced its end-to-end 5G Future X network architecture and ReefShark chipset. The ReefShark chipset decreases the size of massive MIMO antennas by 50%, increasing deployment options, and achieves a 64% reduction in power consumption of baseband units. We also launched the world’s first MulteFire small cell, enabling industries, enterprises, smart cities and mobile service providers to leverage global unlicensed spectrum for secure, high-capacity private LTE networks.

  In July 2018 Nokia and T-Mobile announced a $3.5 billion, multi-year 5G network agreement. Under the agreement, Nokia will provide T-Mobile with its complete end-to-end 5G technology, software and services portfolio.

  Firsts: First Over the Air (OTA) NSA video streaming call with the Airphone at the end of April, first full L1 release for ABIL (based on 3GPP shadow specification V4) created in early May, live 5G installations in Oulu for 3.5 GHz and 28 GHz, and industry firsts, like the Edge Cloud data center solution for the 5G era. we were the first in the US to demonstrate a 5G NR connection over massive MIMO with Sprint. We achieved the first 5G NR mobility call with Verizon and reached peak data speeds of 1.45 gigabits per second (Gbps) on LTE in a live commercial environment using six channel carrier aggregation with Verizon and Qualcomm. Meanwhile we helped San Marino become the first 5G state in Europe with Telecom Italia and, in China, we achieved the world’s first 3GPP-compliant 5G NR test of the same kind completed with a 3rd party device with China Mobile.

2018 highlights

  In January, Nokia unveiled its new ReefShark chipsets which leverage in-house silicon expertise to dramatically reduce the size, cost and power consumption of operators' networks and meet the massive compute and radio requirements of 5G.

  In July, Nokia and T-Mobile announced a USD 3.5 billion, multi-year 5G network agreement. Under the agreement, Nokia will provide T-Mobile with its complete end-to-end 5G technology, software and services portfolio.

  In August, Verizon and Nokia completed first 5G NR mobility call.

  In September, AT&T selected Nokia as a supplier to seamlessly accelerate the transformation of their network to 5G.

  In November, Nokia signed frame agreements worth more than EUR 2 billion with three Chinese operators. Agreements will increase network speed and capacity as well as improve reliability across China, while introducing new network capabilities as operators evolve toward 5G.

  In December, Nokia and Telenor Group announced plans to deploy AirGile cloud-native core solution to transform mobile network operations in Scandinavia. Deployment in Denmark, Norway and Sweden will enable new capabilities in service agility, scalability, automation and network slicing as Telenor evolves toward 5G.

  In December, Helsinki Airport became the first 5G airport in the world with Nokia network technology.

17


Table of Contents

Fixed Networks

Market overview

The primary market of Fixed Networks is the CSPs. In this market, the shift from copper to fiber has been accelerating in all regions and we see a strong rise of next-generation copper and fiber technologies, such as G.fast and XGS-PON (10 gigabit passive optical networks). Virtualization of fixed access networks is slowly but surely picking up. Complementary technologies such as fixed wireless access and whole-home Wi-Fi are clearly gaining traction. We have been diversifying our business into new segments, including cable MSOs, energy, government, enterprise and non-traditional players with new business models, such as investment firms.

Business overview and organization

We are diversifying our portfolio with constant innovation and have the industry’s most complete portfolio to make our customers’ business case work. In 2018 the results of our 2017 R&D investments started paying off. We had breakthroughs with the first European and Asian customers for Unified Cable Access, and the first contracts for Nokia Wi-Fi, Wireless PON and 5G to-the-home. We also signed five new virtualization customers for our software-defined access solution. We are also diversifying geographically, with breakthroughs with service providers in new and important growth markets such as Japan, South Korea and India.

The Fixed Networks strategy is based on a visionconcept we call the “power of and”: fixed and mobile; gigabit to and into the home; the network and the cloud.

The first pillar of this strategy, fixed and mobile, is about offering the right technology mix to deliver gigabit access to more people, faster. It comprises copper, fiber, coax and fixed wireless access technologies. Nokia is a massively distributed, cognitive, continuously adaptive, learningmarket leader in copper technologies, such as VDSL2 vectoring, Vplus and optimizing network connecting humans, senses, things, systems, infrastructure,G.fast. We also increased our market share in fiber, with technologies such as GPON, ethernet point-to-point and processes. The Future X network aims10 gigabit next-generation fiber technologies (with XGS-PON getting significant market traction). We have been enlarging our portfolio with new ASICs for our leading G.fast and VDSL2 solutions, new options for our copper platforms called Long Reach VDSL2 (VDSL2-LR) and new fixed wireless access products, including FastMile high-gain outdoor receivers and indoor gateways.

For cable operators, Nokia offers the true end-to-end technology capabilities needed to provide a 10-fold improvement across key technology domains in responsesupport growing capacity requirements today and into the future. Nokia’s Unified Cable Access solution has put an end to the six megatrends identifiedindustry debate on R-PHY versus R-MACPHY and offers a full toolbox of fiber, coax and virtualized distributed access architecture solutions. The Unified Access Solution is now being deployed with the first European customer, after a successful debut in the US last year. Nokia has also brought to life the technology, Full Duplex Docsis, to support 10Gbps symmetrical services over coax cable networks.

The second pillar, delivering a gigabit to and into the home, is about ensuring the perfect connectivity throughout the home. Fixed Networks has been expanding its business, evolving into the whole-home Wi-Fi market with the Nokia Wi-Fi portfolio. Nokia Wi-Fi provides perfect coverage in every corner of the home, supporting CSPs in their goals to offer managed Wi-Fi services and deliver a superior customer experience. Third-party tests show superior performance of the Nokia Wi-Fi beacons. The first customers are signed up and have started offering the service to their subscribers.

As networks become ever more complex, given the diversity of technologies and deployment options, the third pillar of our strategy looks at simplifying and automating operations. Virtualization plays a key role in this. Moving functions to the cloud makes networks easier to manage and scale. With our software-defined access network solution, Nokia takes a pragmatic approach. Our strength and competitive advantage lie in the fact that our virtualization solution offers a smooth migration path for service providers to gradually evolve their legacy equipment to a software-defined network combined with the coexistence with legacy systems that CSPs may decide not to evolve. We launched our fully open and programmable fixed access network slicing solution, and our Multivendor ONU Connect, the industry’s only fully open, virtualized solution that resolves PON CPEs multivendor interoperability (one of the biggest pain points for fiber operators) and signed up five new customers.

Enabled by Nokia’s advanced automation and analytics, Nokia as drivinglaunched the Fixed Access Health Index for service providers, a new technological requirements. For a more detailed description refer to “Our strategy” section.metric for measuring and benchmarking the quality and performance of fixed access networks.

Patents and licensesCompetition

Intellectual property assets are fundamental toThe competitive landscape in fixed access for CSPs has two major key players, Nokia and we ownHuawei, who have the bulk of market share. ZTE, in third position, has been impacted by the U.S. components ban. Smaller players like Calix and Adtran in North America and Fiberhome in China have limited footprint and have a large patent portfoliomarket share smaller than 10% and no comparable breadth of approximately 20 000 patent families. The Patent Business in Nokia Technologies is the primary monetization entity for patent assets. Refer to “Nokia Technologies—Patents and licenses” for a description of our patent licensing activities.portfolio.

  Nokia continued to be the market leader in copper access and one of the market leaders in fiber access, growing its market share. Nokia is the only vendor with a leading market share in all regions worldwide, and the only Western supplier in China.

  Fixed Network’s strategy of Growth through diversification is paying off. Diversification in portfolio is opening growth opportunities in cable, whole home Wi-Fi, fixed-wireless access and virtualization. Geographical diversification has delivered breakthroughs in countries like South Korea, India and Japan, with good growth opportunity. Market diversification is opening new business opportunities in new segments and with non-traditional customers.

  Nokia remains a clear, front-of-the-pack leader in the race to deliver state-of-the-art fixed networking solutions.

2018 highlights

  Nokia continued to be the market leader in copper access and one of the market leaders in fiber access, growing its market share. We are the only vendor with a leading market share in all regions worldwide, and the only Western supplier in China.

  For Fixed Networks, our strategy of growth through diversification is paying off. Our portfolio diversification is opening growth opportunities in cable, whole-home Wi-Fi, fixed wireless access and virtualization; our geographical diversification has delivered breakthroughs in countries like South Korea, India and Japan, with good growth opportunity; and our market diversification is opening new business opportunities in new segments and with non-traditional customers.

  We believe that Nokia remains a clear, front-of-the-pack leader in the race to deliver state-of-the-art fixed networking solutions.

Industry leading R&D in our Networks business including Nokia Bell Labs in fields such as wireless, IP networking, ultra-broadband access and cloud technologies and applications continues to generate valuable new, patentable innovations.

Our Networks business has patent license agreements in place with a number of third parties as part of its ordinary course of business.

3218


Table of Contents

Global Services

Market overview

The Global Services business group’s market includes network infrastructure and professional services for mobile networks, in addition to managed services for the fixed, mobile, applications, IP and optical domains.

Business overview and organization

The services, solutions and multi-vendor capabilities of our Global Services business group help CSPs and enterprises in the transport, energy and public sectors (TEPS) navigate through the evolving technology landscape, network complexity and data growth. We work with them to improve end user experience while providing support in day-to-day network planning, implementation, operations and maintenance.

Our Global Services offering allows Nokia to differentiate in the 5G market while helping operators prioritize their 5G investments and bring 5G-based services to the market faster. Nokia 5G Acceleration Services portfolio helps CSPs prepare for 5G business cases and assess the technical choices, plan and design the end-to-end deployment and manage the complexity of multi-vendor and legacy networks.

Our other key focus area in Global Services is empowering CSPs to transform to digital service providers. We are building a new digital architecture for the full life cycle of network design, deployment, operations and technical support – both for legacy and cloud-based networks. We tap into advanced analytics, powered by Nokia AVA, our cognitive service delivery platform, to help boost network performance, operational efficiency and customer experience. Software robots speed up network upgrades – for example, 11 000 eNodeBs were upgraded in one night with 100% accuracy for a large tier 1 operator. We also help digital service providers to seize the possibilities of IoT and enter new markets using Nokia Worldwide IoT Network Grid (WING), which provides seamless connectivity across geographical borders and technologies. We enable our customers to enter new markets rapidly and with low risk through pay-as-you-grow or revenue share models where, for example, WING and Nokia AVA’s Analytics Services are provided as-a-Service (aaS).

We have invested heavily in automation, data science and artificial intelligence. Our digital field force is empowered by augmented reality and video support from our Global Delivery Centers. In 2018 we completed the first successful deployments on our crowdsourcing platform. Our engineers process 6 million trouble tickets each year using artificial intelligence and help ensure the best experience for more than 1 billion subscribers worldwide.

Global Services introduced a new organizational structure effective in August 2018 to accelerate its strategy execution, drive efficiencies in the established base businesses, such as network deployment and technical support, and capture new business opportunities, for example in analytics and Industrial IoT.

Competition

In a market segment that combines products and services as well as managed services, Nokia competes against Huawei, Ericsson, ZTE and Cisco, while for the service-led businesses like cognitive network analytics services and IoT and systems integration, we see other competitors such as Netcracker, HPE and IBM emerging in addition to Ericsson and Huawei.

  The launch of Security Risk Index and Managed Security Service ensure communications service providers can protect their networks against all threats. In addition to addressing their own security needs, communications service providers can white label Managed Security Services to enterprises under their own brand, which offers revenue potential in the fast-growing enterprise security market.

  Nokia Cloud Collaboration Hubs were opened in Singapore, Irving, Texas, and Reading, UK. The hubs are execution centers where multivendor cloud services from strategy and design to execution and delivery are provided.

  Nokia expanded its offering for smart cities and public safety by launching Advanced Command Center, which enables better decision making by strengthening situational awareness, and improves emergency response by utilizing video communications, IoT, analytics and automation. In addition, IoT for Smart Cities, Sensing as a Service, and S-MVNO for Public Safety expand Nokia’s offering for verticals.

  Analytics services gained traction with customers including Telenor Pakistan, Ooredoo Myanmar, EE UK, StarHub, 3 Indonesia, and Nokia AVA was rated the leading Telco AI Ecosystem by Analysys Mason.

  Nokia WING, a managed service for global IoT deployments, was selected by AT&T, Tele2 and Marubeni Corporation to provide seamless connectivity across geographical borders and technologies.

  To help operators rollout 5G technology, Nokia introduced Cross-domain Architecture and Site Evolution Services and launched Nokia 5G Digital Design, a unique, patent-pending concept, that will dramatically revolutionize the way networks are designed. 

2018 highlights

  Analytics services gained traction with customers including Telenor Pakistan, Ooredoo Myanmar, EE UK, StarHub and 3 Indonesia, and Nokia AVA was rated the leading telco artificial intelligence ecosystem by Analysys Mason.

  Nokia WING, a managed service for global IoT deployments, was selected by AT&T, Tele2 and Marubeni Corporation to provide seamless connectivity across geographical borders and technologies.

  To help operators roll out 5G technology, Nokia introduced Cross-Domain Architecture and Site Evolution Services and launched Nokia 5G Digital Design, a unique patent-pending concept that will dramatically revolutionize the way networks are designed.

  The launch of Security Risk Index and Managed Security Service helps to ensure CSPs can protect their networks against threats. In addition to addressing their own security needs, CSPs can white-label Managed Security Services to enterprises under their own brand, which offers revenue potential in the fast-growing enterprise security market.

  Nokia Cloud Collaboration Hubs were opened in Singapore, Irving (Texas) and Reading (UK). The hubs are execution centers where multi-vendor cloud services from strategy and design to execution and delivery are provided.

  We expanded our offering for smart cities and public safety by launching Advanced Command Center, which enables better decision-making by strengthening situational awareness, and improves emergency response by utilizing video communications, IoT, analytics and automation.     

19


Table of Contents

IP/Optical Networks

Market overview

The primary market for our IP/Optical Networks business group includes routing and optical technologies and related services sold to CSPs. This market includes technologies such as IP aggregation, edge and core routing, mobile packet core, wavelength division multiplexing, and packet optical transport networking solutions. We also have analytics and end-to-end SDN solutions.

A growing portion of our IP/Optical Networks revenue is derived from adjacent markets, which include customer segments like webscale companies and enterprises. In the enterprise segment, we address verticals like TEPS and support hyperscale networking for health care, finance and retail enterprises. We address these mission-critical markets with our IP, optical and Nuage Networks portfolios.

Business overview and organization

For our IP/Optical Networks business group, we provide the highly reliable and massively scalable networks that underpin the digital world’s dynamic interconnectivity. Our portfolio of robust and innovative software, systems and services play across multiple domains, from programmable IP and optical transport networks for the smart fabric to analytics and software-defined capabilities for the programmable network operating system and more.

CSP networks are under tremendous pressure from cloud-based applications, ultra-broadband evolution and the Industrial IoT. Our IP and optical networking solutions reduce time to market and risk as CSPs launch new services, enabling rapid scaling to meet surging demands with optimal configurations. Our insight-driven network automation solutions help to further ensure that network services are delivered with consistent quality, reliability and security and that restorative actions are automatically initiated when any parameter varies beyond set limits. These carrier-grade attributes also address the needs of – and are valued by – our webscale, TEPS and large enterprise customers.

The IP/Optical Networks product portfolio includes:

§

comprehensive IP and optical wide area network (WAN) solutions that dynamically, reliably and securely connect people and things from any universal broadband access modality to any clouds and edge clouds at the lowest cost per bit;

§

advanced cloud-optimized IP service gateways for residential, business, mobile and Industrial IoT services and unique hybrid solutions enabling a converged services future;

§

analytics and carrier SDN solutions for insight-driven network automation that dynamically provide, optimize and assure network services and resources end-to-end, from access to the cloud and spanning IP and optical technology layers;

§

advanced data center automation and software-defined WAN solutions that configure network connectivity among clouds and to any enterprise branch office with the ease and efficiency of cloud compute using products from our Nuage portfolio; and

§

an extensive portfolio of professional services to accelerate the benefits of integrating new technologies to transform networks and leverage the latest innovations in SDN, virtualization and programmable IP and optical networks.

Competition

Our competitive landscape in this space includes Cisco, Juniper Networks and Huawei, in addition to various specialized players in optical such as Ciena.

20


Table of Contents

  a

  b

  c

  d

2018 highlights

  The IP/Optical Networks business group launched the next generation of our Photonic Service Engine (PSE) family of super-coherent digital signal processors, underscoring Nokia’s leading position in the industry and innovation pedigree. The Nokia PSE-3 will be instrumental in the evolution of CSP and webscale networks to meet the surging traffic demands of video, cloud and 5G by maximizing the capacity and performance of every link in their optical networks.

  Telia Company selected Nokia’s cloud packet core solution to profitably deliver enhanced mobile broadband, and to provide the massively scalable platform required as part of Telia’s Next Generation Core.

  Telefónica Spain selected our high-performance routing and Nuage Networks Virtualized Cloud Services to build an open, elastic and secure data center network, greatly expanding the agility, scale and efficiency of its cloud-based services.

  We won a five-year contract with Polish PKP Polskie Linie Kolejowe to deploy a nationwide turnkey GSM-R and mission-critical backhaul network to enhance railway security and reliability throughout the country. Our largest-ever GSM-R contract will provide PKP/PLK with one of the biggest state-of-the-art railway communications networks in Europe.

  We introduced the latest release of the Nuage Networks Virtualized Network Services (VNS) platform, SD-WAN 2.0, offering the most powerful and secure end-to-end network governance across a multi-cloud environment, with complete visibility and control from a single management interface.

  Proximus announced as part of its migration to its Terabit IP Transport Aggregation Network, TITAN, that it was among the first in the world to deploy Nokia’s next-generation 7750 Service Router 14S, the first routers equipped with multi-terabit processors – a technological leap in the industry.

21


Table of Contents

Nokia Software

Market overview

As service providers and large enterprises seek to modernize their businesses by leveraging 5G, they are propelling a clear growth market in telecommunications. The Nokia Software portfolio is designed to help customers accelerate their digital reinvention and power the Fourth Industrial Revolution. Our network-agnostic and cloud-native software solutions:

§

enrich and monetize digital experiences;

§

fuel operations through automation and intelligence;

§

increase network agility and advanced functionality; and

§

provide innovative emerging technologies.

In this business space we sell primarily to a CSP market and Nokia Software continues to expand into new vertical markets and emerging technologies.

Business overview and organization

The Nokia Software business has an important edge over traditional software vendors. Rooted in our deep understanding of our customers’ networks, we bridge the gap between their business and their network with a level of intelligence unparalleled for our industry. Our mission is to help our customers operate in digital time – modernizing the slow, siloed and monolithic systems that weigh them down today with more agile, intelligent and lightweight solutions. By rebuilding our software applications on a Common Software Foundation, we are increasing innovation velocity while at the same time ensuring that our products are easier to deploy, use and maintain. Our modern software solutions are based on five key principles: extreme automation, actionable insight, high trust, cloud-native, and multi-vendor/multi-network capabilities.

The Nokia Software portfolio contains:

§

Digital experience and monetization: enables service providers to identify and act upon the small windows of digital time where the opportunities to enrich and monetize are the most impactful. Our portfolio includes solutions for omni-channel customer engagement, customer experience network analytics, fixed and mobile device management, and policy and charging. Today we have more than 400 digital experience and monetization customers, we are the market leader in both fixed and mobile device management and we have the industry’s first cloud-native 5G charging solutions.

§

Digital operations: helps service providers simplify, automate and optimize their service and network operations. Our portfolio includes solutions for service fulfillment, assurance, orchestration and network management. We have more than 500 digital operations customers globally, hold leading market positions in NFV MANO and service assurance, and have been recognized as the “one-stop shop for Operations Support Systems” by Analysys Mason.

§

Digital networks: software that creates an elastic, programmable and secure cloud-based foundation to address performance and reliability requirements. Our products include one of the industry’s first cloud-native session border controllers, a portfolio of active security solutions, and market-leading mobile network management solutions. As of 2019 Nokia’s cloud core portfolio of products and services is included in this portfolio in an effort to improve customer focus.

Competition

Nokia is #1 in sales of telecom software products and is one of only two large players in the market that are stable and growing, according to Analysys Mason. However, this market remains highly fragmented, with more than half of the market served by niche players or in-house custom solutions. As such, we see significant opportunity to increase our market share.

Our competitors fall into two categories: independent software vendors (ISVs) and network equipment providers (NEPs). The main ISV competitors are Amdocs, Netcracker and Oracle. This is an area where we see increasing competition from niche players. The main NEP competitors are Huawei and Ericsson, selling software as part of large infrastructure deals.

22


Table of Contents

  a

  a

  a

2018 highlights

As part of Nokia’s strategy to build a software business at scale, the Nokia Software business group has been sharply focused on building a specialized software sales force, expanding and modernizing our portfolio, and transforming our delivery and support capabilities. We are excited to see the impact of these small and large changes as we model our balance sheet, go-to-market, R&D and services on those of traditional software companies.

2018 product innovations include:

  Unveiled the latest version of our Cognitive Analytics for Customer Insight software, bolstering our Customer Experience Index (CEI) with machine learning and intelligent automation to improve accuracy of predicting customer satisfaction and provide intelligent, digital-time recommendations for next-best automated and human actions to address subscriber issues.

  Launched a new cloud-native Enterprise Session Border Controller (eSBC) that brings secure, ultra-high-quality IP voice and video services to enterprise customers.

  Acquired SpaceTime Insight to expand our IoT software portfolio and accelerate vertical application development.

  The new release of our CloudBand NFV and orchestration solution gained significant market traction, propelled by new cloud management capabilities improving service delivery and significantly reducing operating costs, as 5G deployments get underway.

  Enriched our NetGuard security, operations, augmented intelligence, network and experience capabilities to support Nokia’s 5G Future X network architecture.

Operational and organizational highlights include:

  Strengthened our dedicated software sales force and recruited experienced software sales people across the globe.

  Continued to drive the adoption of a Common Software Foundation to make our software easier for customers to integrate, deploy and use; strengthened our DevOps capabilities to get features to market faster; and standardized performance and reliability testing to ensure our products exceed telco-grade standards.

  Increased the value of our service practice with a Common Delivery Framework, investment in key skills like data science, NFV on-boarding, security and monetization.

23


 

Table of Contents

Nokia Bell LabsEnterprise

Market overview

In 2018 Nokia successfully addressed the enterprise customer segment. Recognizing the growth potential of our business within this segment, we created a new business group, Nokia Enterprise, effective January 1, 2019. Our Enterprise business group addresses the mission- and business-critical networking requirements of asset-intensive industries such as transportation, energy, manufacturing and logistics – as well as governments and smart cities. The business group also supports hyperscale networking for health care, finance and retail enterprises and webscale players.

Business overview and organization

Nokia has a strong track record of helping enterprises modernize the communications networks they rely on to supervise and manage a range of operations, employing technologies across the IP, optical, microwave, fixed and mobile access domains. To date we have deployed more than 1 000 such networks across our key target vertical markets. 

Today a range of enterprises are looking to harness major technology shifts in areas such as ubiquitous connectivity, analytics, cloud and the Industrial IoT to digitalize and automate critical processes and drive massive gains in business and industrial productivity. 

Enterprises can benefit from digitalization, better asset management, improved processes, deeper levels of network security and new business models that will arise from pervasive connectivity.

High-performance networking is at the nexus of these trends, addressing the demand for pervasive connectivity with smart network infrastructure (increasingly wireless) that seamlessly connects everyone and everything, everywhere. Our proven enterprise portfolio provides the foundation for more than 1 000 mission-critical networks, incorporating technologies from across Nokia’s Access, IP/Optical Networks, Software and Global Services portfolios, coupled with enterprise-specific products for digital automation, analytics and IoT.

This end-to-end portfolio supports the Future X for industries network architecture developed by Nokia Bell Labs, isa blueprint for future industrial networks that intelligently combines high-performance, ubiquitous access and intelligent IP/optical networks with agile multi-cloud-enabled solutions, analytics-driven digital value platforms and business applications – with security capabilities embedded at all levels – to support industrial automation.

We are also driving the world-renowned industrial researchadoption of multi-cloud, IoT and innovation arm of Nokia. Over its 90-year history, Nokia Bell Labs has invented manyautomation with strategic investments in emerging technologies such as SDN, data center and SD-WAN applications and more. Notable developments in 2018 include the launch of the foundational technologiesNokia Digital Automation Cloud – our plug-and-play private wireless connectivity and automation platform designed for Industrial IoT applications; and the combination of Nokia’s 2018 acquisition of SpaceTime Insight with the company’s home-grown scene analytics innovations.

The Enterprise business group targets a select group of industries, which includes the following:

Transportation, energy and public sector (TEPS)

We expect our networks to be the foundation for next-generation smart grids that underpin informationeffectively match energy generation with demand and help power utilities explore new energy distribution models. We provide oil, gas and mining companies with private LTE networks to bring new levels of performance to a range of mission-critical operations, protecting lives and increasing productivity.

For railway, highway, aviation and maritime industries, we build operational technology networks that support railway signaling, airport communications, networksair traffic control, digital signage and all digital devicestoll collection, and systems.on-board broadband and infotainment.

This research has resultedNokia’s technology helps first responders save lives, supporting traditional two-way radio communications, while laying the foundation for advanced control centers and the data-rich mobile broadband services to enhance situational awareness and operational intelligence.

As cities seek to become smarter, Nokia offers a platform-based approach to support the connectivity, data sharing and usage control capabilities needed for smarter parking, lighting, traffic management and other municipal services. And we are partnering with governments and new network providers to bring broadband to remote, under-served communities.

Hyperscale enterprise

Nokia offers hyperscale enterprises a comprehensive solution set to help them meet their data needs while addressing stringent compliance, privacy and security requirements. Nokia solutions enable the connection of enterprise branches to clouds, both public and private, to enable their users to use their business applications from anywhere, over any broadband network. Nokia delivers IP, optical and SDN solutions to enable this connectivity.

Webscale companies

The webscale companies are a select group of enterprises that handle millions of transactions per day, demand hyper-efficiency in eight Nobel Prizes, two Turing Awards, three Japan Prizes, a plethora of National Medals of Sciencecontent delivery and Engineering, as well as an Oscar, two Grammys,support exceptional online experiences. We enable these companies to intelligently and an Emmy awardinstantaneously scale their services through automated cloud-based global service delivery platforms with robust cybersecurity features by leveraging our intelligent IP and optical networking solutions.

Competition

The competitive landscape for technical innovation. Nokia Bell Labs continues to conduct disruptive researchthe enterprise space is broad and includes many specialized players focused on solving the challengesspecific markets. The primary players active in supplying high-performance networking and mission-critical fixed and mobile communications technologies across a range of the new digital era, defined by the contextual connectionmarket segments include Nokia, Cisco, Juniper, Huawei and interaction of everything and everyone.

Nokia Bell Labs searches for the fundamental limits of what is possible, rather than being constrained by the current state of art. It looks to the future to understand essential human needs and the potential barriers to enabling this new human existence. It then uses its unique diversity of research intellects and disciplines and perspectives to solve the key complex problems by discovering or inventing disruptive innovations that have the power to enable new economic capabilities, new societal behaviors, new business models and new types of services―in other words, to drive human and technological revolutions.

Research at Nokia Bell Labs is focused on key scientific, technological, engineering or mathematical areas which require 10x or more improvement in one or more dimensions. It then combines these areas of research into the Future X network architecture, which brings these disruptive research elements together into industry-redefining solutions. These innovations are brought to market through our business groups or through technology and patent licensing. Nokia Bell Labs also engages directly with the market and customers through its consulting service to help define the path to the future network with business model innovation and the optimum techno-economics.

This model of defining future needs and inventing game-changing solutions to critical problems while advising the market on the path forward has been the constant mission of Nokia Bell Labs.

Three functions create the Nokia Bell Labs’ foundation to disrupt and transform the future:

(1)

Chief Technology Office which defines the technological and architectural vision for the future of human needs.

(2)

Nokia Bell Labs Research which understands the key challenges in the future vision and invents solutions that are 10x better than what is currently possible.

(3)

Bell Labs Consulting which advises the industry on the economics of the vision and how to efficiently achieve this future goal, from the current starting point.

Nokia Bell Labs and Facebook achieved a record spectral efficiency of 7.46 b/s/Hz and 2.5 times capacity breakthrough for massive undersea cable transmission during a submarine field trial using Bell Labs’ Probabilistic Constellation Shaping (“PCS”) technology, a ground-breaking novel modulation technique that maximizes the distance and capacity of high-speed transmission in optical networks.

Nokia Bell Labs introduced “skim storage,” a unique innovation that decreases storage needs by five times using innovative advanced video transcoding technology allowing TV and video providers to serve programming to time-shifted viewers at a fraction of the storage and compute now required.

In a world’s first, Nokia Bell Labs demonstrated it is now possible to use a commercial next generation 10G PON to transport ultra-low latency Common Public Radio Interfaces (“CPRI”) streams showing how operators can re-use existing fiber-to-the-home (“FTTH”) massive-scale deployments to satisfy the strict latency constraints and capacity needs for mobile transport in 4G and future 5G networks.

Ericsson.

3324


 

Table of Contents

2018 highlights

§

Uptake of private LTE for enterprises accelerated in 2018, with projects including a deployment with China Unicom of a smart manufacturing solution at a BMW facility; a rollout for the Brazilian power distributor Elektro to strengthen the company’s power grid reliability and operating efficiency; and an installation at the Port of HaminaKotka, the biggest in Finland, with Ukkoverkot.

§

Nokia solidified its leadership position in private LTE for mining, supporting the digitalization and automation to make mines safer, more productive and sustainable. In 2018 Nokia demonstrated these capabilities for both underground mining vehicles and open-pit, ultra-class mining trucks and automated haulage systems in collaboration with key industry leaders including Sandvik and Komatsu.

§

We launched a variety of innovative smart city projects, including an agreement to power BSNL’s Smart Telecom Pole project, providing connectivity integrated with smart LED lighting, environmental sensors and more; a collaboration with Dell EMC for delivery of goods using semi-autonomous barges in the Dutch city of Delft; and a joint USD 2 billion CAD program with Smart City Capital, LLC to foster smart city projects in Canada.

§

In the transportation arena, Nokia announced its largest-ever GSM-Railway contract with Polish PKP Polskie Linie Kolejowe and launched a jointly developed solution with our partner Altran to optimize and streamline the maintenance of rolling stock for railway operators.

§

Nokia has expanded its push into the health-care segment with continued ground-breaking cloud advances at University of Pittsburgh Medical Center and Oulu University Hospital.

§

In the webscale space, Nokia and Tencent are collaborating to accelerate 5G webscale research and applications to benefit millions of internet users in China.

§

Nokia’s Nuage Networks has built on its strong performance in the next-generation SD-WAN market with recent contracts with Cogeco Peer1 and e-QUAL. This is further building on top of the SD-WAN services being offered by more than 50 service provider partners globally, including BT, Telefónica, Cox, Telus, NTT Netmagic and Etisalat.

25


Table of Contents

Nokia Technologies

Market overview

BuildingNokia Technologies is focused on licensing Nokia intellectual property, including patents, technologies and the Nokia brand, building on Nokia’s continued innovation and decades of innovation and R&D leadership in technologies used in virtually all mobileconnected devices used today, Nokia Technologies is expanding our patent licensing business, reintroducing the Nokia brand to smartphones through brand licensing, and establishing a technology licensing business.

Smartphones, feature phones, and tablets had a global estimated wholesale market of over EUR 360 billion in 2017. Global smartphone wholesale revenues alone are forecasted to increase by 12% in 2018 and total over EUR 350 billion. In the automotive industry, expectations are that around half of the approximately 100 million new cars sold annually around the world will have connectivity in the next five years.today.

Business overview and organization

Nokia Technologies is determined to explore, discover and developFollowing the ways in which technology can transform our lives. Nokia Technologies makes our vision for a connected future today’s reality. Nokia Technologies’ mission is to create effortless and impactful technological products and solutions that expand human possibilities.

Nokia Technologies currently consistssale of a portfolio of four businesses.

With the acquisition of Withings in 2016, our Digital Health business enteredin 2018, Nokia Technologies has exited the direct-to-customer market with a portfolio of premium, intuitive consumer products designed to inspire the individual to take control of their own health. Since then, we expanded this business into corporate wellness and elder care and developed an innovative patient care platformis now focused on remote patient care monitoring.licensing. 

§

Our Patent Business continues to grow its successful patent licensing and monetization activities, which drive most of Nokia Technologies’ net sales.

§

Our Technology Licensing business is focused on licensing innovative spatial audiovisual technologies to smartphone and camera manufacturers.

§

Our Brand Partnerships business works with our exclusive licensee for the Nokia brand for phones and tablets, HMD Global, which has launched 12 new Android smartphones and five new feature phones during 2018.

In the future, we plan to reduceaddition, our focus on consumer incubation in Nokia Technologies to allow us to prioritize our core strengths in business-to- business and licensing patents, technologies andIntellectual Property organization manages the Nokia brand. In February 2018,patent portfolio, working with all other Nokia announced a strategic review of options for the Digital Health consumer products business.

Our Brand Partnerships business works with our exclusive licensee for the Nokia brand for phones and tablets, HMD Global, which has launched six new Android smartphones and five new feature phones during 2017.

Our Patent Business continues to grow its successful patent licensing and monetization activities, which drive most of Nokia Technologies’ net sales today, giving us the ability to invest in our new businesses in a disciplined, venture capital-like manner.

We have launched a Technology Licensing business, focused on innovative spatial audio and visual technologies stemming from our OZO VR camera, which is no longer in production.businesses.

Sales and marketing

Our Patent Business managesis responsible for monetizing our intellectual property as a technology asset and seeks a return on our investments by making our innovations available to the markets through licensing activities and transactions. Nokia Technologies currently has more than 100 licensees, mainly for our standards essential patents (“SEPs”).half of the mobile phone market by volume under license.

Nokia Technologies also continues to engage in global sales and marketing activities supporting the technology licensing of our innovative audiovisual solutions stemming from thesuch as OZO VR camera, as well as our portfolio of connected health products in both regulated and non-regulated markets.Audio.

Nokia Technologies sees further opportunities in licensing its proprietary technologies, intellectual property and brand assets into telecommunicationsfurther markets such as Internet of Things and verticalrelated industries.

Research and development

The applied nature of our R&D in the Finland-based Media Technologies Research Lab in Nokia Technologies has resulted in various relevant and valuable inventions in areas that we believe are important for emerging consumer experiences, such as audio and video standardization, sensing technologies and advanced machine learning-based health analytics.

Nokia Technologies has R&D centers in Finland and France.

34


Table of Contents

standardization.

Patents and licenses

For more than 20 years, we have defined many of the fundamental technologies used in virtually all mobile devices and taken a leadership role in standards setting. As a result, we own a leading share of essential patents for GSM, 3G radio and 4G LTE technologies. These, together with others for Wi-FiWe are a leading contributor to the development of 5G standards and video standards, form the core of our patent portfolio for monetization purposes. As mentioned above, Nokia Technologies currently hasdeclared more than 100 licensees, mainly1 400 patent families for our SEPs.the standard during 2018, with more to follow. We expect to also have a leading position in 5G standards essential patents.

With the acquisitions of Nokia Siemens Networks in 2013 and Alcatel Lucent in 2016, we added the results of their sustained innovation, including that of Bell Labs, creating a larger and more valuable IP portfolio than ever before. As part of our active portfolio management approach, we are continuously evaluating our collective assets and taking actions to optimize the size of our overall portfolio while preserving the high quality of our patents. Through a series of structured divestments in 2017, we have enabled product companies to access Nokia innovations. At the end of 2017,2018, our portfolio stands at around 20 000 patent families, built on combined R&D investments of more than EUR 123126 billion over the last two decades.

We continue to refresh our portfolio from R&D activities across all Nokia businesses, filing patent applications on more than 1 300 new inventions in 2017. Continuing our focus on communications standards, we also expect to have a leading position in 5G. Through 2017, we continued to be a leading contributor to the development of emerging 5G standards.

Competition

In the digital health market, our competitors range from large multinationals to innovative smaller specialist vendors. Until recently, our focus was on higher growth segments of the total market, including consumer health and wellness products such as hybrid smart watches, blood pressure monitors, scales and thermometers, as well as remote patient monitoring. Fitbit, Garmin, Xiaomi, and Apple compete in personal wellness products, along with players like Omron, Qardio, and iHealth. Philips, Honeywell Life Care Solutions, Medtronic, and Vivify Health are active around remote patient monitoring.2018.

2017 highlights

8  At Mobile World Congress in February, Nokia Technologies launched its Patient Care Platform to enable doctors to remotely monitor patients with their smart devices. The platform, which is being used in a trial by the UK’s National Health Service, aims to better prevent and manage chronic health conditions and drive timely and targeted patient care.

  During the year, Nokia signed a number of patent licensing agreements, including with Apple, Huawei, LG Electronics and Xiaomi. Our agreements with Apple and Xiaomi also include broader business collaborations.

  Our exclusive brand licensee for phones and tablets, HMD Global, launched six new Nokia branded Android smartphones and five new Nokia branded feature phones during its first year of operations. The new products have achieved outstanding net promoter (NPS) scores.

2018 highlights

  Following the strategic review of options for the Digital Health consumer products business announced in February 2018, the sale of the business was closed in May 2018, following which Nokia Technologies was focused on licensing.

  During the year, Nokia signed a number of patent licensing agreements, including the extension of our agreement with Samsung, as well as a new agreement with China’s OPPO. We also joined the Avanci licensing platform, to increase licensing choices for automotive companies.

  Our exclusive brand licensee for phones and tablets, HMD Global, launched 12 new Nokia branded Android smartphones and five new Nokia branded feature phones during its second year of operations. According to Counterpoint Research Q3 2018 figures, HMD Global is now a top ten smartphone manufacturer globally and among the top five in more than 30 markets including the UK.

 

New patent filings in 2017

1 300+

 

R&D investment over the last two decades

~EUR 123bn

Patent licensees

100+

3526


 

Table of Contents

Picture 14

New patent filings in 2018

1 300+

R&D investment over the last two decades

~EUR 126bn

Patent licensees

100+

27


Table of Contents

Nokia Bell Labs

Nokia Bell Labs is the world-renowned industrial research and innovation arm of Nokia.

Over its 93-year history, Nokia Bell Labs has invented many of the foundational technologies that underpin information and communications networks and all digital devices and systems.

This research has resulted in nine Nobel Prizes (including one in 2018), two Turing Awards, three Japan Prizes and a plethora of National Medals of Science and Engineering, as well as an Oscar, two Grammys and an Emmy for technical innovation. Nokia Bell Labs continues to conduct disruptive research focused on solving the challenges of the new digital era, defined by the contextual connection and interaction of everything and everyone.

With Nokia Bell Labs, we search for the fundamental limits of what is possible, rather than being constrained by the current state of the art.

We look to the future to understand essential human needs and the potential barriers to enabling this new human existence. We then use our unique diversity of research intellects, disciplines and perspectives to solve the key complex problems by aiming to discover or invent disruptive innovations that have the power to enable new economic capabilities, new societal behaviors, new business models and new types of services – in other words, to drive human and technological revolutions.

Our research is focused on key scientific, technological, engineering or mathematical areas that require ten times or more improvement in one or more dimensions. We then combine these areas of research into the Future X network architecture, which aims to bring these disruptive research elements together into industry-redefining solutions. These innovations are brought to market through our business groups or through technology and patent licensing. Nokia Bell Labs also engages directly with the market and customers through our consulting practice to help define the path to the future network with business model innovation and the optimum techno-economics.

This model of defining future needs and inventing game-changing solutions to critical problems while advising the market on the path forward has been the constant mission of Nokia Bell Labs.

Nokia Bell Labs is structured into three functional areas to optimize how we create a foundation to disrupt and transform the future:

§

The Chief Technology Office defines Nokia’s technological and architectural vision and drives industry standards and initiatives.

§

Nokia Bell Labs Research understands key challenges in the future vision and invents solutions that are ten times better than what is currently possible.

§

Bell Labs Consulting advises the industry on the economics of our vision and how to efficiently achieve this future goal from the current starting point.

Arthur Ashkin wins The Nobel Prize in Physics 2018

Arthur Ashkin, a former Bell Laboratories researcher, was awarded the 2018 Nobel Prize in Physics “for the optical tweezers and their application to biological systems” on October 2, 2018.

Arthur Ashkin shares the prize with Gérard Mourou and Donna Strickland, “for their method of generating high-intensity, ultra-short optical pulses.” The Royal Swedish Academy of Sciences administers the Nobel Prize for Physics and said they were awarding this year’s winners “for groundbreaking inventions in the field of laser physics.”

Arthur Ashkin was born on September 2, 1922 (age 96) in Brooklyn, New York. He received a B.A. in physics from Columbia College in 1947 and a Ph.D. in nuclear physics from Cornell University in 1952. Ashkin worked at the Columbia Radiation Lab from 1942 to 1945 while in the Army. In 1952, he joined AT&T Bell Laboratories and started working in the microwave field and then switched to laser research.

Arthur Ashkin invented optical tweezers that grab particles, atoms, viruses and other living cells with their laser beam fingers. As is always the case at Bell Labs, the breakthrough came as a byproduct of research in the fundamentals of communications – in this case, optical communications research into non-linear optical systems. Out of his work on advanced laser optics came the ability to use optical ‘pressure’ from high powered lasers to control microscopic particles. A major breakthrough came in 1987, when Ashkin used optical tweezers to capture living bacteria without harming them. The optical tweezers he pioneered are now widely used to investigate the machinery of life.

28


Table of Contents

  a

  a

  a

2018 highlights

  The 2018 Nobel Prize in Physics was awarded to Arthur Ashkin for his invention of Optical Tweezers while working at Nokia Bell Labs.

  Nokia Bell Labs demonstrated 5G wireless access speeds of more than 10Gb/s using a pioneering low-cost, massive-scale antenna array system at 90 GHz, as well as mission-critical control of industrial robots over 5G networks with millisecond latency.

  Nokia’s PSE 3 chipset is the world’s first to implement probabilistic constellation shaping (PCS), a technique pioneered by Nokia Bell Labs, which pushes theoretical limits by increasing optical network capacity up to 65% while reducing power by 60%.

  Nokia Bell Labs created the World Wide Streams (WWS) platform as the world’s first global-scale network foundation for sharing, transforming and publishing live data streams generated by the billions of emerging IoT devices.

  The Future X Lab in Murray Hill, New Jersey was created to showcase Nokia’s portfolio and Nokia Bell Labs’ research innovations for the 5G Future X network, with unprecedented levels of automation and support for advanced network slicing with latency, bandwidth, reliability, scalability and optimized economics, for all future use cases in the industrial automation era.

  Bell Labs Consulting is publishing the sequel to the highly successful Future X Network book, focused on applying the Future X vision to all the major industrial segments, and describing how productivity will be massively enhanced in the coming industrial revolution.

29


Table of Contents

Index

Operating and financial review and prospects

Contents

Principal industry trends affecting operations 

3731

Business-specific trends 

3731

Networks business 

3731

Nokia Technologies 

3832

Trends affecting our businessesFinancial markets trends

32

Results of operations

34

Continuing operations

34

Discontinued operations 

39

Results of operationssegments 

40

Continuing operations

40

Discontinued operations

45

Results of segments

47

Networks business 

4740

Nokia Technologies 

5145

Group Common and Other 

5246

Liquidity and capital resources 

5448

Financial position 

5448

Cash flow 

5448

Financial assets and debt 

55

Capital structure optimization program

5549

Structured finance 

5650

Venture fund investments and commitments 

5650

Treasury policy 

5650

MaterialSignificant subsequent events 

5751

Sustainability and corporate responsibility 

5852

Materiality assessment andOur sustainability performancepriorities 

5852

Improving people’s lives through technology 

5954

Protecting the environment 

5954

Conducting our business with integrity 

6055

Respecting our people 

6157

Making change happen together 

61

Employees

62

Dividend

63

Risk factors

6458

Shares and share capital 

8059

Board of Directors and managementShare details 

8159

Dividend

59

Articles of Association 

8159

Risk factors

60

 

 

3630


 

Table of Contents

Principal industry trends
affecting operations

Principal industry trends affecting operations

Business-specific trends

Networks business

We are a leading vendor in the network and IP infrastructure, software, and the related services market. We provide a broad range of different products, from the hardware components of networks used by communications service providers and increasingly by customers in other select verticals, to network agnostic software solutions, supporting the efficient interaction of networks, as well as services to plan, optimize, implement, run and upgrade networks. Our Networks business is conducted through fivesix business groups: Mobile Networks, Fixed Networks, Global Services, IP/Optical Networks, Nokia Enterprise and Nokia Software. These business groups provide an end-to-end portfolio of hardware, software and services to enable us to deliver the next generation of leading networks solutions and services to our customers. We aim for all fivesix business groups to be innovation leaders, drawing on our frontline R&D capabilities to deliver leading products and services for our customers, and ultimately ensure our long-term value creation. For more information on the Networks business refer to “Business overview—Networks business” above.

Industry trends

The network and IP infrastructure, software and related services industry has witnessed certain prominent trends in recent years, which have also affected our Networks business. First, the increase in the use of data services and the resulting exponential increase in data traffic has resulted in an increased need for high-performance, high-quality and highly reliable networks. This trend is one of the leading drivers for the start of the 5G cycle, which has been accelerated by communications service providers, as evidenced by our growing order book. The continuing increase in data traffic has, however, not been directly reflected in operators’communications service providers’ revenue. Consequently, there is an increased need to be efficient and cost competitive for both communications service providers and network infrastructure and services vendors.

Second, we are witnessing continued consolidation among communications service providers, driven by their desire to provide a wider scope of services, especially through the convergence of disparate network technologies across mobile, fixed, and IP and optical networks. In order to improve networks in terms of coverage, capacity and quality, communications service providers are continuing their transition to all-IP architectures, with an emphasis on fast access to their networks through copper, fiber, LTE and single RAN access and new digital services delivery. We are also seeing similar trends with cable operators, who are investing in the deployment of high-speed networks. Our end-to-end portfolio of products and services can be utilized to address both the fixed mobile convergence and the transition to all-IP architectures.

Third, we see an increasing demand for large high-performance networks in some key areas outside the traditional communications service provider space, which we define as our adjacentselect vertical markets. Webscale companies and extra-large enterprises—enterprises - such as Apple, Facebook, Google, Alibaba and Amazon—Amazon - are investing in cloud technology and network infrastructure to build these high-performing, secure networks. In addition, other target vertical markets such as energy, transportation and the public sector are investing to build carrier-grade, mission-critical networks.

The first three pillars of our strategy are aligned with these industry trends for our Networks business. We continue to execute well on our strategy, with a particular focus on high-performance, end-to-end networks, expansion into new select verticals and building a new network-agnostic software business. To accelerate this momentum and increase customer focus as the 5G era beings, we announced plans to realign parts of our organization according to our strategy on October 25, 2018. More information about these plans can be found in their own network infrastructure, to connect data centers and provide seamless IP interconnection and digital services delivery.“Business overview—Our strategy”.

Pricing and price erosion

In 2017, while2018, we did not witness a widespreaddramatic change in the overall competitive environment in our industry. We did witness some pricing environment, we saw robust competition in China in the second halfpressure from a small number of the year, where early positioning forlarge customers funding their 5G is underway.entry within their existing budget plans.

Product mix

The profitability of our Networks business is affected by our product mix, including the share of software in the sales mix. This is particularly evident during large technology cycles, as initial deployments consist of a larger portion of hardware and services and less software. This ratio shifts more towards higher-margin software further into the cycle, as additional capacity and features are deployed. As the initial phases of deployments tend to be lower margin, this is offset by the ongoing deployment of previous generation technologies, which tend to be higher margin.

Products and services also have varying profitability profiles. For instance, our Ultra Broadband Networks and IP Networks and Applications reportable segments offer a combination of hardware and software, which generally have higher gross margins, but also require significant R&D investment, whereas the Global Services reportable segment has offerings that are typically labor-intensive, while carrying low R&D investment, and have relatively low gross margins compared to the hardware and software products.

Seasonality and cyclical nature of projects

OurNet sales in our Networks business’ salesbusiness are affected by seasonality in the network operators’ spending cycles of communications service providers, with generally higher sales in the fourth quarter, followed by generally lower sales in the first quarter. In addition to normal industry seasonality, there are normal peaks and troughs in the deployment of large infrastructure projects. As an example, the 5G technology cycle has accelerated over the past year, as commercial deployments started in 2018 and are expected to continue in 2019 and beyond. The timing of these projects depends on a number of factors, including new radio spectrum allocation, network upgrade cycles and the availability of new consumer devices and services, which in turn affectscould affect the net sales of our Networks’ business sales. As an example, during the last couple of years some of the major LTE deployments have been largely completed. The next major technology cycle is expected to be the transition from 4G to 5G, with trials beginning in 2018, commercial deployments in lead markets in 2019 and large-scale deployments in 2020.

37


Table of Contents

Networks business.

Continued operational efficiency improvements

In 2017,2018, our Networks business continued to focus on operational improvements across its business groups.groups, in an effort to complete the cost savings program put in place following the acquisition of Alcatel Lucent. Upon completion of the Alcatel Lucent integration as of the end of 2018, we are now moving to the next phase of restructuring, where we will focus on optimization and ensuring that we are lean in every part of our business. In order to continue to make our Networks business more efficient, higher-performing and positioned for long-term success, we aim to further strengthen our productivity, efficiency and competitive cost structure through strong operational discipline.

31


Table of Contents

Accordingly, on October 25, 2018, we announced a new cost reduction program where we intend to target substantial savings while continuing to make further investments to drive future growth and higher returns. The savings are expected to come from a wide range of areas, including investments in digitalization to drive more automation and productivity, further process and tool simplification, significant reductions in central support functions to reach best-in-class cost levels, prioritization of R&D programs to best create long-term value, a sharp reduction of R&D in legacy products, driving efficiency from further application of our common software foundation and innovative software development techniques, the consolidation of selected cross-company activities and further reductions in real estate and other overhead costs.

Cost of components and raw materials

There are several important factors driving the profitability and competitiveness of our Networks business: scale, operational efficiency, and pricing, and cost discipline. The costs of our networks products comprise,are comprised of, among others, components, manufacturing, labor and overheads, royalties and licensing fees, depreciation of product machinery, logistics and warranty and other quality costs.

Nokia Networks’ profitability can be affected by changes in the sales volume, as well as the requirement to source large volumes of components on short notice, which can impact the cost of sales, or in cases where component shortages emerge, the net sales.

Nokia Technologies

Nokia Technologies pursuesis focused on pursuing new businesslicensing opportunities building onfor our innovationsvaluable intellectual property, including patents, innovative technologies and know-how, and the Nokia brand. Nokia Technologies develops and licenses cutting-edge innovations that are powering the next revolution in computing and mobility.

The Nokia Technologies strategy consists of: 1) patent licensing, focused on licensingwhere we license standard-essential and other patents in the Nokia portfolio to companies in the mobile devices market and beyond; 2) technology licensing, focused on licensing proprietary spatial audio and videovisual technologies to enable our customerslicensees to build bettermore innovative products; and 3) brand licensing, enabling licensees to help our customers leverage the value of the Nokia brand in consumer devices; and 4) developing new products and technologies in digital health. For more information on themarkets.

Following a review of strategic options for Nokia’s Digital Health business, which used to be a part of Nokia Technologies, in May 2018 we announced and closed the sale of this business refer to “Business overview—Nokia Technologies”.Eric Carreel, co-founder and former chairman of Withings.

Monetization strategies of IPR

Success in the technology industry requires significant R&D investment, with the resulting patents and other IPRIntellectual Property Rights (IPR) utilized to protect and generate a return on those investments and related inventions. In recent years, we have seen new entrants in the mobile device industry, many of which do not have licenses to our patents. Our aim is to approach these companies by potentially using one or more means of monetization. We believe we are well-positioned to protect, and build on, our existing industry-leading patent portfolio, and consequently to increase our shareholders’ value.

We see a number of means of monetizing these opportunities: on the one hand, we seek to license our patent portfolio, and new technological innovations that can be integrated into other companies’ products and services. WeOn the other hand, we also engage in brand licensing to leverage the Nokia brand in consumer devices. In digital health, Nokia announced on February 15, 2018 that it had initiated a review of strategic options for this business. This strategic review of the Digital Health business may or may not result in any transaction or other changes. In digital media, the slower-than-expected development of the virtual reality market has led Nokia Technologies to reduce investments in this area and focus more on technology licensing opportunities.

In patent licensing, the main opportunities we are pursuing are: 1)(1) renewing existing license agreements and negotiating new license agreements with mobile devicephone manufacturers; and 2)(2) expanding the scope of licensing activities to other industries, in particular those that implement mobile communication technologies such as automotive and consumer electronics. WeFollowing the sale of our Devices and Services business in 2014, we no longer need patent licenses for our own mobile phone business, enabling the possibility of improving the balance of inbound and outbound patent licensing.

In brand licensing, we will continue to seek further opportunities to bring the Nokia brand into consumer devices,markets, by licensing our brand and other intellectual property. For example, under a strategic agreement covering branding rights and intellectual property licensing, in 2016, Nokia Technologies grantedWe continue to work with HMD Global, a company based in Finland, anour exclusive global license to create Nokia-brandedlicensee for the Nokia brand for phones and tablets, for ten years. During 2017, HMD Globalwho has launched 1112 new Android smartphones and five new feature phones including six Android smartphones.during 2018.

In technology licensing, our newest business, the opportunities are more long-term in our view, but we will look at opportunities to license technologies developed by Nokia Technologies and delivered to partners in consumer electronics as solutions or technology packages thatwhich can be integrated by licensees into their products and services to help enable the Programmable World.

To grow each of the aforementioned business programs, it is necessary to invest in commercial capabilities to support them.services.

General trends in IPR licensing

In general, there has been increased focus on IPR protection and licensing in the market, and this trend is expected to continue. As such, new agreements are generally a product of lengthy negotiations and potentialoccasionally through arbitration or litigation, or arbitration, and therefore the timing and outcome may be difficult to forecast. Due to the structure of patent license agreements, the payments may be very infrequent, at times may be partly retrospective, and the lengths of license agreements can vary.

Additionally, there are clear regional differences in the ease of protecting and licensing patented innovations. We have seen some licensees actively avoiding making license payments, and some licensors using aggressive methods to collect them; both behaviors have attracted regulatory attention. We expect discussion of the regulation of licensing to continue at both global and regional level. Some of those regulatory developments may be adverse to the interests of technology developers and patent owners, including us.

Research, development and patent portfolio development

As the creation of new technology assets and patented innovations is heavily focused on R&D activities with long lead-times to incremental revenues, we may from time to time see investment opportunities that have strategic importance. This generally affects operating expenses before sales reflect a return on those investments.

38


Table of Contents

Trends affecting our businessesFinancial markets trends

Exchange rates

We are a company with global operations and net sales derived from various countries, invoiced in various currencies. Therefore, our business and results from operations are exposed to changes in exchange rates between the euro, our reporting currency, and other currencies, such as the U.S. dollar and the Chinese yuan. The magnitude of foreign exchange exposures changes over time as a function of our net sales and costs in different markets, as well as the prevalent currencies used for transactions in those markets. ReferSignificant changes in exchange rates may also to “General factsimpact our competitive position and related price pressures through their impact on Nokia—Selected financial data—Exchange rate data” below.our competitors.

32


Table of Contents

To mitigate the impact of changes in exchange rates on our results, we hedge material net foreign exchange exposures (net sales less costs in a currency) typically with a hedging horizon of approximately 12 months. For the majority of these hedges, hedge accounting is applied to reduce income statement volatility.

In 2017,2018, approximately 25% of Continuing operationsGroup net sales and approximately 30% of Continuing operationsGroup total costs were denominated in euro. In 2017,2018, approximately 45% of Continuing operationsGroup net sales and total costs were denominated in U.S. dollars and approximately 10% in Chinese yuan.

The average currency mix for Group net sales and total costs:

 

 

 

 

 

 

 

 

 

 

 

 

2018

 

2017

 

Currency

    

Net sales

    

Total costs

    

Net sales

    

Total costs

 

EUR

 

~25

%  

~30

%

~25

%  

~30

%

USD

 

~45

%  

~45

%

~45

%  

~45

%

CNY

 

~10

%  

~10

%

~10

%  

~10

%

Other

 

~20

%  

~15

%

~20

%  

~15

%

Total

 

~100

%  

~100

%

~100

%  

~100

%

During 2017,2018, the U.S. dollar first depreciated against the euro but then started appreciating against the euro from the second quarter onwards. Overall for the full year 2018 compared to previous year, the U.S. dollar was weaker against the euro on year-on-year basis and this had a slightly negative impact on our net sales expressedreported in euros. However, the weaker U.S. dollar on year-on-year basis also contributed to slightly lower cost of sales and slightly lower operating expenses, as approximately 45% of our total cost base was in U.S. dollars.expenses. In total, before hedging, the depreciation of theweaker U.S. dollar on year-on-year basis had a slightly negativean approximately neutral effect on our operating profit in 2017.2018.

During 2017,For the full year 2018 compared to previous year, the Chinese yuan depreciatedwas weaker against the euro on year-on-year basis and this had a slightly negative impact on our net sales expressed in euros. However, the weaker Chinese yuan on year-on-year basis also contributed to slightly lower cost of sales and operating expenses, as approximately 10% of Continuing operations total costs were denominated in Chinese yuan.expenses. In total, before hedging, the depreciation of theweaker Chinese yuan on year-on-year basis had a slightly negativean approximately neutral effect on our operating profit in 2017.

Significant changes in exchange rates may also impact our competitive position and related price pressures through their impact on our competitors.2018.

For a discussion of the instruments used by us in connection with our hedging activities, refer to Note 36, RiskFinancial risk management of our consolidated financial statements included in this annual report on Form 20-F. Refer also to “Operating and financial review and prospects—Risk factors”.

The average currency mix for net sales and total costs:

 

 

 

 

 

 

 

 

 

 

 

 

2017

 

2016

 

Currency

    

Net sales

    

Total costs

    

Net sales

    

Total costs

 

EUR

 

~25

%  

~30

%

~25

%  

~25

%

USD

 

~45

%  

~45

%

~50

%  

~45

%

CNY

 

~10

%  

~10

%

~10

%  

~10

%

Other

 

~20

%  

~15

%

~15

%  

~20

%

Total

 

100

%  

100

%

100

%  

100

%

 

 

 

3933


 

Table of Contents

Results of operations

Results of operations

The financial information included in this “Operating and financial review and prospects” section as of December 31, 20172018 and 20162017 and for each of the three years ended December 31, 2018, 2017 2016 and 20152016 has been derived from our audited consolidated financial statements included in this annual report on Form 20‑F. The financial information as of December 31, 20172018 and 20162017 and for each of the three years ended December 31, 2018, 2017 2016 and 20152016 should be read in conjunction with, and is qualified in its entirety by reference to, our audited consolidated financial statements.

On April 1, 2017At the end of 2018, we revised our financial reporting structure. We havehad two businesses: Nokia’s Networks business and Nokia Technologies, and four reportable segments for financial reporting purposes: (1) Ultra Broadband Networks, (2) Global Services and (3) IP Networks and Applications (withinwithin Nokia’s Networks business);business; and (4) Nokia Technologies. We also present certain segment datasegment-level information for Group Common and Other as well as for Discontinued operations. In 2018 the Group applied IFRS 9, Financial Instruments, and IFRS 15, Contracts with Customers, for the first time. The comparative financial information presented belowas of December 31, 2017 and for the years ended December 31, 2017 and 2016 has not been prepared to reflectrestated for the financial resultseffects of our Continuing operations as if the new financial reporting structure had been in operation for the full years 2017, 2016 and 2015. Certain adjustments and reclassifications have been necessary.accounting standards. Refer to Note 3, New and amended standards and interpretations, in the consolidated financial statements.

Continuing operations

For the year ended December 31, 2018 compared to the year ended December 31, 2017

The following table sets forth selective line items and the percentage of net sales for the years indicated.

 

 

 

 

 

 

 

 

 

 

 

 

 

2018

 

 

 

2017

 

 

 

Year-on-year

For the year ended December 31

    

EURm

    

% of net sales

    

EURm

    

% of net sales

    

change %

Net sales

 

22 563

 

100.0

 

23 147

 

100.0

 

(3)

Cost of sales

 

(14 117)

 

(62.6)

 

(14 008)

 

(60.5)

 

 1

Gross profit

 

8 446

 

37.4

 

9 139

 

39.5

 

(8)

Research and development expenses

 

(4 620)

 

(20.5)

 

(4 916)

 

(21.2)

 

(6)

Selling, general and administrative expenses

 

(3 463)

 

(15.3)

 

(3 615)

 

(15.6)

 

(4)

Other income and expenses

 

(422)

 

(1.9)

 

(592)

 

(2.6)

 

(29)

Operating (loss)/profit

 

(59)

 

(0.3)

 

16

 

0.1

 

 –

Share of results of associated companies and joint ventures

 

12

 

0.1

 

11

 

 –

 

 9

Financial income and expenses

 

(313)

 

(1.4)

 

(537)

 

(2.3)

 

(42)

Loss before tax

 

(360)

 

(1.6)

 

(510)

 

(2.2)

 

(29)

Income tax expense

 

(189)

 

(0.8)

 

(927)

 

(4.0)

 

(80)

Loss for the year

 

(549)

 

(2.4)

 

(1 437)

 

(6.2)

 

(62)

Net sales

Net sales in 2018 were EUR 22 563 million, a decrease of EUR 584 million, or 3%, compared to EUR 23 147 million in 2017. The decrease in net sales was primarily due to a decrease in Nokia’s Networks business net sales, and, to a lesser extent a decrease in Nokia Technologies and Group Common and Other net sales.

The following table sets forth distribution of net sales by geographical area for the years indicated.

 

 

 

 

 

 

 

 

 

2018

 

2017

 

Year-on-year

For the year ended December 31

    

EURm

    

EURm

    

change %

Asia-Pacific

 

4 081

 

4 228

 

(3)

Europe(1)

 

6 489

 

6 833

 

(5)

Greater China

 

2 165

 

2 516

 

(14)

Latin America

 

1 380

 

1 279

 

 8

Middle East & Africa

 

1 874

 

1 907

 

(2)

North America

 

6 574

 

6 384

 

 3

Total

 

22 563

 

23 147

 

(3)

(1)All Nokia Technologies IPR and licensing net sales are allocated to Finland.

34


Table of Contents

Gross profit

Gross profit in 2018 was EUR 8 446 million, a decrease of EUR 693 million, or 8%, compared to EUR 9 139 million in 2017. The decrease in gross profit was primarily due to lower gross profit in Nokia’s Networks business and Nokia Technologies, as well as higher product portfolio integration-related costs, partially offset by lower working capital-related purchase price allocation adjustments. Gross margin in 2018 was 37.4%, compared to 39.5% in 2017. In 2018, gross profit included product portfolio integration-related costs of EUR 548 million and working capital-related purchase price allocation adjustments of EUR 16 million. In 2017, gross profit included product portfolio integration-related costs of EUR 453 million and working capital-related purchase price allocation adjustments of EUR 55 million.

Operating expenses

Our research and development expenses in 2018 were EUR 4 Segment information,620 million, a decrease of EUR 296 million, or 6%, compared to EUR 4 916 million in 2017. Research and development expenses represented 20.5% of our net sales in 2018 compared to 21.2% in 2017. The decrease in research and development expenses were due to decreases in Nokia’s Networks business and Nokia Technologies research and development expenses, as well as lower amortization and depreciation of acquired intangible assets and property, plant and equipment and product portfolio integration-related costs. In 2018, research and development expenses included amortization and depreciation of acquired intangible assets and property, plant and equipment of EUR 576 million, compared to EUR 633 million in 2017, as well as product portfolio integration-related costs of EUR 28 million, compared to EUR 57 million in 2017.

Our selling, general and administrative expenses in 2018 were EUR 3 463 million, a decrease of EUR 152 million, or 4%, compared to EUR 3 615 million in 2017. Selling, general and administrative expenses represented 15.3% of our net sales in 2018 compared to 15.6% in 2017. The decrease in selling, general and administrative expenses was primarily due to a decrease in Nokia Technologies selling, general and administrative expenses, lower amortization and depreciation of acquired intangible assets, and property, plant and equipment, and lower Group Common and Other selling, general and administrative expenses. Selling, general and administrative expenses included amortization and depreciation of acquired intangible assets, and property, plant and equipment of EUR 358 million in 2018 compared to EUR 394 million in 2017, as well as transaction and integration-related costs of EUR 207 million, compared to EUR 194 million in 2017.

Other income and expenses in 2018 was a net expense of EUR 422 million, a decrease of EUR 170 million, compared to a net expense of EUR 592 million in 2017. The net positive fluctuation in our other income and expenses was primarily due to lower restructuring and associated charges, lower impairment charges and a net positive fluctuation in Group Common and Other other income and expenses. These were partially offset by a net negative fluctuation in Nokia’s Networks business other income and expenses, charges related to fair value changes of a legacy IPR fund and charges related to the divestment of businesses. Other income and expenses included restructuring and associated charges of EUR 319 million in 2018 compared to EUR 576 million in 2017.

In 2018, we recorded a non-cash impairment charge to other income and expenses of EUR 48 million, compared to EUR 141 million in 2017. In 2017, the charge was due to the impairment of goodwill related to our digital health business, which was part of Nokia Technologies. The impairment charge was allocated to the carrying amount of goodwill held within the digital health cash generating unit, which was reduced to zero. In 2017, we also recorded a non-cash impairment charge to other income and expenses of EUR 32 million related to acquired intangible assets in Nokia’s Networks business.

Operating profit/loss

Our operating loss in 2018 was EUR 59 million, a change of EUR 75 million, compared to an operating profit of EUR 16 million in 2017. The change in operating result was primarily due to a lower gross profit, partially offset by lower research and development expenses, a net positive fluctuation in other income and expenses and lower selling, general and administrative expenses. Our operating margin in both 2018 and 2017 was approximately break even.

The following table sets forth the impact of unallocated items on operating profit/loss:

 

 

 

 

 

EURm

    

2018

    

2017

Total segment operating profit(1)

 

2 180

 

2 587

Amortization and depreciation of acquired intangible assets and property, plant and equipment

 

(940)

 

(1 033)

Product portfolio strategy costs

 

(583)

 

(536)

Restructuring and associated charges

 

(321)

 

(579)

Transaction and related costs, including integration costs relating to the acquisition of Alcatel Lucent

 

(220)

 

(206)

Fair value changes of legacy IPR fund

 

(57)

 

 –

Impairment of assets

 

(48)

 

(173)

Divestment of businesses

 

(39)

 

 –

Release of acquisition-related fair value adjustments to deferred revenue and inventory

 

(16)

 

(55)

Other

 

(15)

 

11

Total operating (loss)/profit

 

(59)

 

16

(1)Excludes costs related to the acquisition of Alcatel Lucent and related integration, goodwill impairment charges, intangible asset amortization and other purchase price fair value adjustments, restructuring and associated charges and certain other items.

35


Table of Contents

Financial income and expenses

Financial income and expenses was a net expense of EUR 313 million in 2018 compared to a net expense of EUR 537 million in 2017, a decrease of EUR 224 million, or 42%. The net positive fluctuation in financial income and expenses was primarily due to the absence of EUR 220 million of costs related to the offer to purchase the 6.50% notes due January 15, 2028, the 6.45% notes due March 15, 2029, the 6.75% notes due February 4, 2019 and the 5.375% notes due May 15, 2019, that negatively impacted 2017; lower losses from foreign exchange fluctuations; and the absence of a loss on the sale of financial assets that negatively impacted 2017. This was partially offset by the absence of gains from venture fund investments, as they were no longer recognized in financial income and expenses in 2018 following the adoption of IFRS 9, and the inclusion of expenses associated with customer receivables and overdue payments in financial income and expenses as a result of the adoption of IFRS 15.

Refer to “—Liquidity and capital resources” below.

Loss before tax

Our loss before tax in 2018 was EUR 360 million, a decrease of EUR 150 million compared to a loss of EUR 510 million in 2017.

Income tax

Income taxes was a net expense of EUR 189 million in 2018, a decrease of EUR 738 million compared to a net expense of EUR 927 million in 2017. The change in net income taxes was primarily attributable to the following expenses recorded in 2017: deferred tax expense of EUR 777 million from re-measurement of deferred tax assets resulting from the tax rate change in the United States, a non-recurring tax expense of EUR 245 million related to the integration of the former Alcatel Lucent and Nokia operating models, and income taxes for prior years of EUR 139 million from to the disposal of the former Alcatel Lucent railway signaling business in 2006 to Thalès. This was partially offset by three factors: higher income taxes due to increased profitability and our regional profit mix in 2018 compared to 2017, Base Erosion and Anti-Abuse Tax in the United States, enacted as part of the tax reform and applicable from 2018 onwards, and deferred tax expense resulting from the write-off of certain deferred tax assets in 2018,  primarily related to foreign withholding tax credits in Finland. Refer to Note 13, Income taxes, of our consolidated financial statements included in this annual report on Form 20‑F.20-F.

ContinuingThe United States passed a comprehensive set of tax reforms into law on December 22, 2017. The new law, known as the Tax Cuts and Jobs Act, contains several changes that are applicable to us, many of which became effective for tax years beginning in 2018. Most notably, the U.S. federal statutory tax rate was reduced from 35% to 21%. In addition, the new law made significant modifications to the taxation of cross-border transactions which we expect to have an impact on certain transactions between our subsidiaries in the United States and our subsidiaries outside the United States. Regulatory guidance with respect to the new tax law will continue be published by the U.S. tax authorities in the future and such guidance may have an impact on our cross-border transactions. We have made reasonable estimates related to the tax law’s impact in our December 31, 2018 consolidated financial statements, as appropriate.

Loss attributable to equity holders of the parent and earnings per share

The loss attributable to equity holders of the parent in 2018 was EUR 340 million, a decrease of EUR 1 154 million, compared to a loss of EUR 1 494 million in 2017. The change in profit attributable to equity holders of the parent was primarily due to lower income tax expenses and a net positive fluctuation in financial income and expenses. This was partially offset by an operating loss in 2018, compared to an operating profit in 2017.

Our total EPS from continuing operations in 2018 was negative EUR 0.10 (basic) and negative EUR 0.10 (diluted) compared to negative EUR 0.26 (basic) and negative EUR 0.26 (diluted) in 2017.

Cost savings program

On April 6, 2016, we launched a cost savings program, targeting approximately EUR 1 200 million of recurring annual cost savings to be achieved in full year 2018. At the end of 2018, we completed the restructuring activities related to this cost savings program and achieved the EUR 1 200 million of recurring annual cost savings targeted. In 2018, we recognized restructuring and associated charges of approximately EUR 300 million related to the cost savings program. Cumulative recognized restructuring and associated charges were approximately EUR 1 600 million.

In 2018, we had restructuring and associated cash outflows of approximately EUR 500 million related to the cost savings program. Cumulative restructuring and associated cash outflows were approximately EUR 1 450 million and we expect total restructuring and associated cash outflows to be approximately EUR 2 100 million, related to this cost savings program.

36


Table of Contents

For the year ended December 31, 2017 compared to the year ended December 31, 2016

The following table sets forth selective line items and the percentage of net sales for the years indicated.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2017

 

 

 

2016

 

 

 

Year-on-year

 

2017

 

 

 

2016

 

 

 

Year-on-year

For the year ended December 31

    

EURm

    

% of net sales

    

EURm

    

% of net sales

    

change %

    

EURm

    

% of net sales

    

EURm

    

% of net sales

    

change %

Net sales

 

23 147

 

100.0

 

23 641

 

100.0

 

(2)

 

23 147

 

100.0

 

23 641

 

100.0

 

(2)

Cost of sales

 

(14 008)

 

(60.5)

 

(15 117)

 

(63.9)

 

(7)

 

(14 008)

 

(60.5)

 

(15 117)

 

(63.9)

 

(7)

Gross profit

 

9 139

 

39.5

 

8 524

 

36.1

 

 7

 

9 139

 

39.5

 

8 524

 

36.1

 

 7

Research and development expenses

 

(4 916)

 

(21.2)

 

(4 997)

 

(21.1)

 

(2)

 

(4 916)

 

(21.2)

 

(4 997)

 

(21.1)

 

(2)

Selling, general and administrative expenses

 

(3 615)

 

(15.6)

 

(3 767)

 

(15.9)

 

(4)

 

(3 615)

 

(15.6)

 

(3 767)

 

(15.9)

 

(4)

Other income and expenses

 

(592)

 

(2.6)

 

(860)

 

(3.6)

 

(31)

 

(592)

 

(2.6)

 

(860)

 

(3.6)

 

(31)

Operating profit/(loss)

 

16

 

0.1

 

(1 100)

 

(4.7)

 

 –

 

16

 

0.1

 

(1 100)

 

(4.7)

 

 –

Share of results of associated companies and joint ventures

 

11

 

 –

 

18

 

0.1

 

(39)

 

11

 

 –

 

18

 

0.1

 

(39)

Financial income and expenses

 

(537)

 

(2.3)

 

(287)

 

(1.2)

 

87

 

(537)

 

(2.3)

 

(287)

 

(1.2)

 

87

Loss before tax

 

(510)

 

(2.2)

 

(1 369)

 

(5.8)

 

(63)

 

(510)

 

(2.2)

 

(1 369)

 

(5.8)

 

(63)

Income tax (expense)/benefit

 

(927)

 

(4.0)

 

457

 

1.9

 

 –

 

(927)

 

(4.0)

 

457

 

1.9

 

 –

Loss for the year

 

(1 437)

 

(6.2)

 

(912)

 

(3.9)

 

58

 

(1 437)

 

(6.2)

 

(912)

 

(3.9)

 

58

 

Net sales

Continuing operations netNet sales in 2017 were EUR 23 147 million, a decrease of EUR 494 million, or 2%, compared to EUR 23 641 million in 2016. The decrease in Continuing operations net sales was primarily due to a decrease in Nokia’s Networks business net sales, partially offset by an increase in Nokia Technologies net sales.

The following table sets forth distribution of net sales by geographical area for the years indicated.

 

 

 

 

 

 

 

 

 

 

 

 

 

2017

 

2016

 

Year-on-year

 

2017

 

2016

 

Year-on-year

For the year ended December 31

    

EURm

    

EURm

    

change %

    

EURm

    

EURm

    

change %

Asia-Pacific

 

4 228

 

4 223

 

 –

 

4 228

 

4 223

 

 –

Europe(1)

 

6 833

 

6 410

 

 7

 

6 833

 

6 410

 

 7

Greater China

 

2 516

 

2 654

 

(5)

 

2 516

 

2 654

 

(5)

Latin America

 

1 279

 

1 458

 

(12)

 

1 279

 

1 458

 

(12)

Middle East & Africa

 

1 907

 

1 872

 

 2

 

1 907

 

1 872

 

 2

North America

 

6 384

 

7 024

 

(9)

 

6 384

 

7 024

 

(9)

Total

 

23 147

 

23 641

 

(2)

 

23 147

 

23 641

 

(2)

(1)All Nokia Technologies IPR and licensing net sales are allocated to Finland.

(1)

All Nokia Technologies IPR and licensing net sales are allocated to Finland.

Gross profit

Gross profit for Continuing operations in 2017 was EUR 9 139 million, an increase of EUR 615 million, or 7%, compared to EUR 8 524 million in 2016. The increase in gross profit was primarily due to lower working capital-related purchase price allocation adjustments and higher gross profit in Nokia Technologies, partially offset by lower gross profit in Nokia’s Networks business and higher product portfolio integration-related costs. Gross margin for Continuing operations in 2017 was 39.5%, compared to 36.1% in 2016. In 2017, gross profit included product portfolio integration-related costs of EUR 453 million and working capital-related purchase price allocation adjustments of EUR 55 million. In 2016, gross profit included working capital-related purchase price allocation adjustments of EUR 840 million, which resulted in higher cost of sales and lower gross profit when the inventory was sold; and product portfolio integration-related costs of EUR 274 million.

40


Table of Contents

Operating expenses

Our R&Dresearch and development expenses for Continuing operations in 2017 were EUR 4 916 million, a decrease of EUR 81 million, or 2%, compared to EUR 4 997 million in 2016. R&DResearch and development expenses represented 21.2% of our net sales in 2017 compared to 21.1% in 2016. The decrease in R&Dresearch and development expenses were due to decreases in Nokia’s Networks business, Group Common and Other and Nokia Technologies R&Dresearch and development expenses. In 2017, R&Dresearch and development expenses included amortization and depreciation of acquired intangible assets and property, plant and equipment of EUR 633 million, compared to EUR 619 million in 2016, as well as product portfolio integration-related costs of EUR 57 million, compared to EUR 62 million in 2016.

Our selling, general and administrative expenses for Continuing operations in 2017 were EUR 3 615 million, a decrease of EUR 152 million, or 4%, compared to EUR 3 767 million in 2016. Selling, general and administrative expenses represented 15.6% of our net sales in 2017 compared to 15.9% in 2016. The decrease in selling, general and administrative expenses was primarily due to lower transaction and integration-related costs, a decrease in Nokia’s Networks business selling, general and administrative expenses and, to a lesser extent, Group Common and Other selling, general and administrative expenses, partially offset by an increase in Nokia Technologies selling, general and administrative expenses. Selling, general and administrative expenses included amortization and depreciation of acquired intangible assets, and property, plant and equipment of EUR 394 million in 2017 compared to EUR 386 million in 2016, as well as transaction and integration-related costs of EUR 194 million, compared to EUR 294 million in 2016.

Other income and expenses for Continuing operations in 2017 was a net expense of EUR 592 million, a change of EUR 268 million, compared to a net expense of EUR 860 million in 2016. The net positive fluctuation in our other income and expenses was primarily due to lower restructuring and associated charges and a net positive fluctuation in Nokia’s Networks business and Group Common and Other other income and expenses, partially offset by impairment charges. Other income and expenses included restructuring and associated charges of EUR 576 million in 2017 compared to EUR 759 million in 2016.

37


Table of Contents

In 2017, as a result of challenging business conditions, we recorded a non-cash charge to other income and expenses of EUR 141 million, due to the impairment of goodwill related to our Digital Health business, which iswas part of Nokia Technologies. The impairment charge was allocated to the carrying amount of goodwill held within the digital health cash generating unit, which was reduced to zero. In 2017, we also recorded a non-cash impairment charge to other income and expenses of EUR 32 million related to acquired intangible assets in Nokia’s Networks business.

Operating profit/loss

Our operating profit for Continuing operations in 2017 was EUR 16 million, a change of EUR 1 116 million, compared to an operating loss of EUR 1 100 million in 2016. The change in operating result was primarily due to a higher gross profit and, to a lesser extent, a net positive fluctuation in other income and expenses and lower selling, general and administrative and R&Dresearch and development expenses. Our operating margin in 2017 was approximately break even compared to negative 4.7% in 2016.

The following table sets forth the impact of unallocated items on operating profit/loss:profit:

 

 

 

 

 

 

 

 

EURm

    

2017

    

2016

    

2017

    

2016

Total segment operating profit(1)

 

2 587

 

2 172

 

2 587

 

2 172

Amortization and depreciation of acquired intangible assets and property, plant and equipment

 

(1 033)

 

(1 026)

 

(1 033)

 

(1 026)

Restructuring and associated charges

 

(579)

 

(774)

 

(579)

 

(774)

Product portfolio strategy costs

 

(536)

 

(348)

 

(536)

 

(348)

Transaction and related costs, including integration costs relating to the acquisition of Alcatel Lucent

 

(206)

 

(295)

 

(206)

 

(295)

Impairment of intangible assets

 

(173)

 

 –

Impairment of assets

 

(173)

 

 –

Release of acquisition-related fair value adjustments to deferred revenue and inventory

 

(55)

 

(840)

 

(55)

 

(840)

Other

 

11

 

11

 

11

 

11

Total operating profit/(loss)

 

16

 

(1 100)

 

16

 

(1 100)

(1)Excludes costs related to the acquisition of Alcatel Lucent and related integration, goodwill impairment charges, intangible asset amortization and other purchase price fair value adjustments, restructuring and associated charges and certain other items.

(1)

Excludes costs related to the acquisition of Alcatel Lucent and related integration, goodwill impairment charges, intangible asset amortization and other purchase price fair value adjustments, restructuring and associated charges and certain other items.

Financial income and expenses

Financial income and expenses for Continuing operations was a net expense of EUR 537 million in 2017 compared to a net expense of EUR 287 million in 2016, an increase of EUR 250 million, or 87%. The net negative fluctuation in financial income and expenses was primarily due to costs of EUR 220 million related to the offer to purchase the 6.50% notes due January 15, 2028, the 6.45% notes due March 15, 2029, the 6.75% notes due February 4, 2019 and the 5.375% notes due May 15, 2019; losses from foreign exchange fluctuations; a non-recurring interest expense related to a change to uncertain tax positions; and a loss on the sale of financial assets. This was partially offset by a change in the fair value of the financial liability to acquire Nokia Shanghai Bell non-controlling interest and the absence of costs related to the early redemption of Alcatel Lucent high yield bonds, which adversely affected full year 2016.

Refer to “—Liquidity—Liquidity and capital resources”resources below.

Loss before tax

Our loss before tax for Continuing operations in 2017 was EUR 510 million, a changedecrease of EUR 859 million compared to a loss of EUR 1 369 million in 2016.

Income tax

Income taxes for Continuing operations was a net expense of EUR 927 million in 2017, a change of EUR 1 384 million compared to a net benefit of EUR 457 million in 2016. The change in net income taxes was primarily due to increased profitability, deferred tax expenses of EUR 777 million from re-measurement of deferred tax assets resulting from the tax rate change in the United States, a non-recurring tax expense of EUR 245 million (EUR 439 million tax benefit in 2016) related to the integration of the former Alcatel Lucent and Nokia operating models; as well as income taxes for prior years primarily from to the disposal of the former Alcatel Lucent railway signaling business in 2006 to Thalès. This was partially offset by three factors: lower income taxes due to our regional profit mix in 2017 compared to 2016, lower losses than in 2016 in countries for which we do not recognize deferred tax assets, and a deferred tax benefit from re-measurement of deferred tax assets resulting from the tax rate changes (in

41


Table of Contents

countries other than the United States). Refer to Note 12,13, Income taxes, of our consolidated financial statements included in this annual report on Form 20-F.

On December 22, 2017, the United States passed a comprehensive set of tax reforms into law. The new law, known as the Tax Cuts and Jobs Act, includes numerous changes to prior tax law, including a permanent reduction in the federal corporate income tax rate from 35% to 21%. Our deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated income statement in the period in which the law is substantively enacted. We concluded that the United States federal income tax rate reduction causescaused our United States deferred tax assets and liabilities to be revalued in 2017 and, therefore, recognized an additional tax provision of EUR 777 million related to such revaluation. The new tax law also contains several other changes, in addition to the reduction in the federal corporate tax rate, many of which become effective for tax years beginning in 2018. We continue to considerhave considered the impact all the tax reform provisions will have on us and have made reasonable estimates for certain effects in our December 31, 2017 consolidated financial statements, as appropriate.

Loss attributable to equity holders of the parent and earnings per share

The loss attributable to equity holders of the parent in 2017 was EUR 1 494 million, an increase of EUR 728 million, compared to a loss of EUR 766 million in 2016. The change in profit attributable to equity holders of the parent was primarily due to an income tax expense, compared to an income tax benefit in 2016 and a net negative fluctuation in financial income and expenses. This was partially offset by an operating profit in 2017, compared to an operating loss in 2016.

Our total basic EPS in 2017 decreased to negative EUR 0.26 (basic) and negative EUR 0.26 (diluted) compared to negative EUR 0.13 (basic) and negative EUR 0.13 (diluted) in 2016.

38


Table of Contents

Cost savings program

On April 6, 2016, we launched a new cost savings program, targeting approximately EUR 1 200 million of recurring annual cost savings to be achieved in full year 2018. In 2017, we recognized restructuring and associated charges of approximately EUR 550 million related to the cost savings program. Cumulative recognized restructuring and associated charges are approximately EUR 1 300 million and we expect total restructuring and associated charges to be approximately EUR 1 900 million.

In 2017, we had restructuring and associated cash outflows of approximately EUR 550 million related to the cost savings program. Cumulative restructuring and associated cash outflows are approximately EUR 950 million and we expect total restructuring and associated cash outflows to be approximately EUR 2 250 million, including approximately EUR 550 million related to previous Nokia and Alcatel Lucent restructuring and cost savings programs.

For the year ended December 31, 2016 compared to the year ended December 31, 2015

The following table sets forth selective line items and the percentage of net sales that they represent for the years indicated.

 

 

 

 

 

 

 

 

 

 

 

 

 

2016

 

 

 

2015

 

 

 

Year-on-year

For the year ended December 31

    

EURm

    

% of net sales

    

EURm

    

% of net sales

    

change %

Net sales

 

23 641

 

100.0

 

12 560

 

100.0

 

88

Cost of sales

 

(15 117)

 

(63.9)

 

(6 963)

 

(55.4)

 

117

Gross profit

 

8 524

 

36.1

 

5 597

 

44.6

 

52

Research and development expenses

 

(4 997)

 

(21.1)

 

(2 080)

 

(16.6)

 

140

Selling, general and administrative expenses

 

(3 767)

 

(15.9)

 

(1 772)

 

(14.1)

 

113

Other income and expenses

 

(860)

 

(3.6)

 

(48)

 

(0.4)

 

 –

Operating (loss)/profit

 

(1 100)

 

(4.7)

 

1 697

 

13.5

 

 –

Share of results of associated companies and joint ventures

 

18

 

0.1

 

29

 

0.2

 

(38)

Financial income and expenses

 

(287)

 

(1.2)

 

(186)

 

(1.5)

 

54

(Loss)/profit before tax

 

(1 369)

 

(5.8)

 

1 540

 

12.3

 

 –

Income tax benefit/(expense)

 

457

 

1.9

 

(346)

 

(2.8)

 

 –

(Loss)/profit for the year

 

(912)

 

(3.9)

 

1 194

 

9.5

 

 –

Net sales

Continuing operations net sales in 2016 were EUR 23 641 million, an increase of EUR 11 081 million, or 88%, compared to
EUR 12 560 million in 2015. The increase in Continuing operations net sales was primarily attributable to growth in Nokia’s Networks business and Group Common and Other, primarily related to the acquisition of Alcatel Lucent and, to a lesser extent, growth in Nokia Technologies.

42


Table of Contents

The following table sets forth distribution of net sales by geographical area for the years indicated.

 

 

 

 

 

 

 

 

 

2016

 

2015

 

Year-on-year

For the year ended December 31

    

EURm

    

EURm

    

change %

Asia-Pacific

 

4 223

 

3 248

 

30

Europe(1)

 

6 410

 

3 817

 

68

Greater China

 

2 654

 

1 718

 

54

Latin America

 

1 458

 

979

 

49

Middle East & Africa

 

1 872

 

1 195

 

57

North America

 

7 024

 

1 603

 

338

Total

 

23 641

 

12 560

 

88

(1)

All Nokia Technologies net sales are allocated to Finland.

Gross profit

Gross profit for Continuing operations in 2016 was EUR 8 524 million, an increase of EUR 2 927 million, or 52%, compared to EUR 5 597 million in 2015. The increase in gross profit was primarily due to Nokia’s Networks business, partially offset by working capital-related purchase price allocation adjustments, which resulted in higher cost of sales and lower gross profit when the inventory was sold; and product portfolio integration-related costs, all of which primarily related to the acquisition of Alcatel Lucent.Gross margin for Continuing operations in 2016 was 36.1% compared to 44.6% in 2015. In 2016, cost of sales included working capital-related purchase price allocation adjustments of EUR 509 million, which resulted in higher cost of sales and lower gross profit when the inventory was sold; and product portfolio integration-related costs of EUR 274 million.

Operating expenses

Our R&D expenses for Continuing operations in 2016 were EUR 4 997 million, an increase of EUR 2 917 million, or 140%, compared to EUR 2 080 million in 2015. R&D expenses represented 21.1% of our net sales in 2016 compared to 16.6% in 2015. The increase in R&D expenses was primarily attributable to Nokia’s Networks business, amortization of acquired intangible assets and depreciation of acquired property, plant and equipment; and, to a lesser extent, product portfolio integration costs, as well as Group Common and Other, all of which primarily related to the acquisition of Alcatel Lucent, in addition to Nokia Technologies. R&D expenses included amortization and depreciation of acquired intangible assets, and property, plant and equipment of EUR 619 million in 2016 compared to EUR 35 million in 2015, as well as product portfolio integration-related costs of EUR 61 million in 2016.

Our selling, general and administrative expenses for Continuing operations in 2016 were EUR 3 767 million, an increase of EUR 1 995 million, or 113%, compared to EUR 1 772 million in 2015. Selling, general and administrative expenses represented 15.9% of our net sales in 2016 compared to 14.1% in 2015. The increase in selling, general and administrative expenses was primarily attributable to Nokia’s Networks business, amortization of acquired intangible assets and depreciation of acquired property, plant and equipment, and transaction and integration-related costs and Group Common and Other, all of which primarily related to the acquisition of Alcatel Lucent, as well as Nokia Technologies. Selling, general and administrative expenses included amortization and depreciation of acquired intangible assets, and property, plant and equipment of EUR 385 million in 2016 compared to EUR 44 million in 2015, as well as transaction and integration-related costs of EUR 294 million in 2016.

Other income and expenses for Continuing operations in 2016 was a net expense of EUR 860 million, a change of EUR 812 million, compared to a net expense of EUR 48 million in 2015. The change was primarily attributable to higher restructuring and associated charges and, to a lesser extent, the absence of realized gains related to certain investments made through venture funds. Other income and expenses included restructuring and associated charges of EUR 759 million in 2016 compared to EUR 121 million in 2015.

Operating loss/profit

Our operating loss for Continuing operations in 2016 was EUR 1 100 million, a change of EUR 2 797 million, compared to an operating profit of EUR 1 697 million in 2015. The change in operating result was primarily attributable to higher R&D expenses and selling, general and administrative expenses, and a net negative fluctuation in other income and expenses, partially offset by higher gross profit. Our operating margin in 2016 was negative 4.7% compared to positive 13.5% in 2015.

The following table sets forth the impact of unallocated items on operating profit:

 

 

 

 

 

EURm

    

2016

    

2015

Total segment operating profit(1)

 

2 172

 

1 958

Amortization and depreciation of acquired intangible assets and property, plant and equipment

 

(1 026)

 

(79)

Release of acquisition-related fair value adjustments to deferred revenue and inventory

 

(840)

 

 –

Restructuring and associated charges

 

(774)

 

(123)

Product portfolio strategy costs

 

(348)

 

 –

Transaction and related costs, including integration costs relating to the acquisition of Alcatel Lucent

 

(295)

 

(99)

Other

 

11

 

40

Total operating (loss)/profit

 

(1 100)

 

1 697

(1)

Excludes costs related to the acquisition of Alcatel Lucent and related integration, goodwill impairment charges, intangible asset amortization and other purchase price fair value adjustments, restructuring and associated charges and certain other items.

43


Table of Contents

Financial income and expenses

Financial income and expenses for Continuing operations was a net expense of EUR 287 million in 2016 compared to a net expense of EUR 186 million in 2015, an increase of EUR 101 million, or 54%. The change in financial income and expenses was primarily attributable to higher interest expenses, including charges of EUR 41 million related to the redemption of Alcatel Lucent bonds, net interest expenses of EUR 65 million for defined benefit pensions, and impairments of EUR 108 million for certain investments in private funds; partially offset by higher interest income, significantly lower foreign exchange losses and realized gains from venture fund distributions.

Refer to “—Liquidity and capital resources” below.

Loss/profit before tax

Our loss before tax for Continuing operations in 2016 was EUR 1 369 million, a change of EUR 2 909 million compared to a profit of EUR 1 540 million in 2015.

Income tax

Income taxes for Continuing operations was a net benefit of EUR 457 million in 2016, a change of EUR 803 million compared to a net expense of EUR 346 million in 2015. In 2016, net income tax benefit was primarily related to two factors. Firstly, we recorded a loss before tax compared to profit before tax in 2015. Secondly, following the completion of the squeeze-out of the remaining Alcatel Lucent securities, we launched actions to integrate the former Alcatel Lucent and Nokia operating models. In 2016, in connection with these integration activities, we transferred certain intellectual property to our operations in the United States, recording a tax benefit and additional deferred tax assets of EUR 348 million. In addition, we elected to treat the acquisition of Alcatel Lucent’s operations in the United States as an asset purchase for United States tax purposes. The impact of this election was to utilize or forfeit existing deferred tax assets and record new deferred tax assets with a longer amortization period than the life of those forfeited assets. As a result of this we recorded EUR 91 million additional deferred tax assets in 2016.

Following the acquisition of Alcatel Lucent, we now have a strong presence in three jurisdictions: Finland, France and the United States, which had an impact on our effective tax rate in 2016. The local corporate tax rate in the United States and France is significantly higher compared to Finland. In addition, we do not recognize deferred tax assets for tax losses and temporary differences in France as our ability to utilize unrecognized deferred tax assets is currently uncertain. As of December 31, 2016 we have unrecognized deferred tax assets in France of EUR 4.8 billion.

Loss/profit attributable to equity holders of the parent and earnings per share

The loss attributable to equity holders of the parent in 2016 was EUR 766 million, a change of EUR 3 232 million, compared to a profit of EUR 2 466 million in 2015. Continuing operations generated a loss attributable to equity holders of the parent in 2016 of EUR 751 million compared to a profit of EUR 1 192 million in 2015. The change in profit attributable to equity holders of the parent was primarily attributable to the operating loss in 2016, compared to an operating profit in 2015 and, to a lesser extent, a net negative fluctuation in financial income and expenses, both of which primarily related to the acquisition of Alcatel Lucent. This was partially offset by an income tax benefit, resulting from the acquisition of Alcatel Lucent, compared to an income tax expense in 2015. In addition, the loss attributable to the non-controlling interests was higher, as a result of the acquisition of Alcatel Lucent. Our total basic EPS in 2016 decreased to negative EUR 0.13 (basic) and negative EUR 0.13 (diluted) compared to EUR 0.67 (basic) and EUR 0.63 (diluted) in 2015. In 2015, profit for the year included EUR 1 178 million gain on the Sale of the HERE Business recorded in Discontinued operations. From Continuing operations, EPS in 2016 decreased to negative EUR 0.13 (basic) and negative EUR 0.13 (diluted) compared to EUR 0.32 (basic) and EUR 0.31 (diluted) in 2015.

44


Table of Contents

Discontinued operations

Background

The two businesses below are presented as Discontinued operations in this annual report on Form 20‑F. Refer to Note 6, Disposals treated as Discontinued operations,include the continuing financial effects of our consolidated financial statements included in this annual report on Form 20-F. 

the HERE business

We and the D&S business. The Group sold ourits HERE digital mapping and location services business to a German automotive industry consortium comprised of AUDI AG, BMW Group and Daimler AG in a transaction that was completed on December 4, 2015 (“the Sale(the sale of HERE Business”)business). The transaction, originally announced on August 3, 2015, valued HERE at an enterprise value of EUR 2.8 billion, subject to certain purchase price adjustments. We received net proceeds from the transaction of approximately EUR 2.55 billion at the closing of the transaction. We recorded a gain on the Sale of the HERE Business, including a related release of cumulative foreign exchange translation differences of approximately EUR 1.2 billion, in the year ended December 31, 2015.

Devices & Services business

WeGroup sold substantially all of ourits Devices & Services business to Microsoft in a transaction that was completed on April 25, 2014 (the “Salesale of the D&S Business”)business).  We granted Microsoft a ten-year non-exclusive licenseRefer to Note 7, Discontinued operations, of our patents and patent applications. The announced purchase price ofconsolidated financial statements included in this annual report on Form 20-F.

For the transactionyear ended December 31, 2018 compared to the year ended December 31, 2017

Discontinued operations profit for the year was EUR 5.44 billion,214 million compared to a loss of which EUR 3.79 billion21 million in 2017. Profit for the year in 2018 mostly related to a resolution reached in the purchasetax dispute concerning the applicability of substantially allwithholding tax in respect of payments by Nokia India Private Limited to Nokia Corporation for the Devices & Servicessupply of operating software in D&S business and EUR 1.65 billionas well as a release of uncertain tax positions related to the ten-year mutual patent license agreement and the option to extend this agreement into perpetuity. Of the Devices & Services-related assets, our former CTO organization and our patent portfolio remained within the Nokia Group, and are now part of the Nokia Technologies business group.HERE business. 

For the year ended December 31, 2017 compared to the year ended December 31, 2016

Discontinued operations loss for the year on ordinary activities was EUR 27 million compared to a loss of EUR 29 million in 2016. Discontinued operations loss for the year was EUR 21 million compared to a loss of EUR 15 million in 2016. Loss for the year in 2017 included EUR 5 million gain on the Sale

39


Table of the HERE Business. Loss for the year in 2016 included EUR 7 million gain on the SaleContents

Results of the HERE Business and EUR 7 million gain on the Sale of the D&S Business.segments

Networks business

For the year ended December 31, 20162018 compared to the year ended December 31, 2015

As the Sale of the HERE Business closed on December 4, 2015, the financial results of Discontinued operations in 2016 are not comparable to the financial results of Discontinued operations in 2015.2017

The following table sets forth selective line items and the percentage of net sales for the years indicated.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2016

 

2015

 

2018

 

 

 

2017

 

 

 

Year-on-year

For the year ended December 31

    

EURm

    

EURm

    

EURm

    

% of net sales

    

EURm

    

% of net sales

    

change %

Net sales

 

 –

 

1 075

 

20 121

 

100.0

 

20 523

 

100.0

 

(2)

Cost of sales

 

 –

 

(244)

 

(12 721)

 

(63.2)

 

(12 590)

 

(61.3)

 

 1

Gross profit

 

 –

 

831

 

7 400

 

36.8

 

7 933

 

38.7

 

(7)

Research and development expenses

 

 –

 

(498)

 

(3 592)

 

(17.9)

 

(3 730)

 

(18.2)

 

(4)

Selling, general and administrative expenses

 

(11)

 

(213)

 

(2 576)

 

(12.8)

 

(2 587)

 

(12.6)

 

 –

Other income and expenses

 

(4)

 

(23)

 

(33)

 

(0.2)

 

95

 

0.5

 

 –

Operating (loss)/profit

 

(15)

 

97

Financial income and expenses

 

14

 

(9)

(Loss)/profit before tax

 

(1)

 

88

Income tax (expense)/benefit

 

(28)

 

 8

(Loss)/profit for the year, ordinary activities

 

(29)

 

96

Gain on the Sale of the HERE and D&S Businesses, net of tax

 

14

 

1 178

(Loss)/profit for the year

 

(15)

 

1 274

Operating profit

 

1 199

 

6.0

 

1 711

 

8.3

 

(30)

 

Segment information(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ultra 

 

 

 

IP Networks

 

 

 

Ultra 

 

 

 

IP Networks

 

 

 

 

 

Broadband

 

Global

 

and

 

Networks

 

Broadband

 

Global

 

and

 

Networks

 

 

 

 Networks

(2)

Services

 

 Applications

(3)

total

 

 Networks

(2)

Services

 

 Applications

(3)

total

 

 

 

2018

 

2018

 

2018

 

2018

 

2017

 

2017

 

2017

 

2017

 

For the year ended December 31

 

EURm

    

EURm

    

EURm

    

EURm

    

EURm

    

EURm

    

EURm

    

EURm

 

Net sales

 

8 692

 

5 710

 

5 719

 

20 121

 

8 970

 

5 810

 

5 743

 

20 523

 

Cost of sales

 

(4 816)

 

(4 709)

 

(3 196)

 

(12 721)

 

(4 723)

 

(4 697)

 

(3 170)

 

(12 590)

 

Gross profit

 

3 876

 

1 001

 

2 523

 

7 400

 

4 247

 

1 113

 

2 573

 

7 933

 

Research and development expenses

 

(2 273)

 

(87)

 

(1 232)

 

(3 592)

 

(2 361)

 

(85)

 

(1 284)

 

(3 730)

 

Selling, general and administrative expenses

 

(1 079)

 

(652)

 

(845)

 

(2 576)

 

(1 162)

 

(631)

 

(794)

 

(2 587)

 

Other income and expenses

 

(14)

 

(20)

 

 1

 

(33)

 

57

 

14

 

24

 

95

 

Operating profit

 

510

 

242

 

447

 

1 199

 

781

 

411

 

519

 

1 711

 

(1)Refer to Note 5, Segment information, of our consolidated financial statements included in this annual report.

(2)Net sales

Discontinued operations did not generate net sales include EUR 6 712 million (EUR 6 895 million in 2016. In 2015, Discontinued operations net sales were2017) attributable to Mobile Networks and EUR 1 980 million (EUR 2 075 million. The decrease wasmillion in 2017) attributable to the absenceFixed Networks.

(3)Net sales include EUR 2 545 million (EUR 2 694 million in 2017) attributable to IP Routing; EUR 1 606 million (EUR 1 499 million in 2017) attributable to Optical Networks; and EUR 1 568 million (EUR 1 550 million in 2017) attributable to Nokia Software.

The following table sets forth distribution of net sales from HERE.by geographical area for the years indicated.

 

 

 

 

 

 

 

 

 

2018

 

2017

 

Year-on-year

For the year ended December 31

    

EURm

    

EURm

    

change %

Asia-Pacific

 

4 055

 

4 197

 

(3)

Europe

 

4 400

 

4 442

 

(1)

Greater China

 

2 147

 

2 466

 

(13)

Latin America

 

1 347

 

1 245

 

 8

Middle East & Africa

 

1 859

 

1 897

 

(2)

North America

 

6 313

 

6 276

 

 1

Total

 

20 121

 

20 523

 

(2)

Gross profit

Discontinued operations did not generate gross profit in 2016. In 2015, Discontinued operations gross profit was EUR 831 million and gross margin 77.3%. The decrease in gross profit was attributable to the absence of net sales and cost of sales from HERE.

Operating expenses

Discontinued operations operating expenses in 2016 were EUR 15 million, a decrease of EUR 719 million, compared to EUR 734 million in 2015. The decrease was attributable to the absence of operating expenses from HERE.

Operating loss/profit

Discontinued operations operating loss in 2016 was EUR 15 million, a change of EUR 112 million, compared to an operating profit of EUR 97 million in 2015. The change in Discontinued operations operating result was attributable to the absence of net sales and operating expenses from HERE.

4540


 

Table of Contents

Loss/Net sales

Nokia’s Networks business net sales in 2018 were EUR 20 121 million, a decrease of EUR 402 million, or 2%, compared to EUR 20 523 million in 2017. The decrease in Nokia’s Networks business net sales was primarily due to Ultra Broadband Networks and, to a lesser extent, Global Services and IP Networks and Applications. Ultra Broadband Networks net sales were EUR 8 692 million in 2018, a decrease of EUR 278 million, or 3%, compared to EUR 8 970 million in 2017. Global Services net sales were EUR 5 710 million in 2018, a decrease of EUR 100 million, or 2%, compared to EUR 5 810 million in 2017. IP Networks and Applications net sales were EUR 5 719 million in 2018, a decrease of EUR 24 million, or approximately flat, compared to EUR 5 743 million in 2017.

The decrease in Ultra Broadband Networks net sales is comprised of a decrease in Mobile Networks net sales of EUR 183 million and a decrease in Fixed Networks net sales of EUR 95 million.

The decrease in Mobile Networks net sales was primarily due to radio networks and, to a lesser extent, core networks, partially offset by growth in microwave. From a growth perspective, small cells continued to deliver strong performance.

The decrease in Fixed Networks net sales was primarily due to broadband access, services and digital home.

The decrease in Global Services net sales was primarily due to care, network implementation, partially offset by managed services.

The decrease in IP Networks and Applications net sales is comprised of a decrease in IP/Optical Networks net sales of EUR 42 million, partially offset by an increase in Nokia Software net sales of EUR 18 million.

The decrease in IP/Optical Networks net sales was due to IP routing, partially offset by optical networks. For IP routing, net sales were adversely affected by component shortages in our supply chain, which showed signs of improvement in the latter part of 2018. For Optical Networks, the increase was primarily related to our strong product portfolio, as well as progress with targeted large enterprise vertical and webscale customers.

The increase in Nokia Software net sales was primarily due to growth in digital networks, CloudBand NFV management and orchestration, NetGuard security, network management and self-organizing network (SON). The net sales performance of Nokia Software continued to benefit from the investments to build a dedicated software sales force and increasingly strong demand for our market leading software portfolio built on a 5G ready and cloud-native Common Software Foundation.

Gross profit

Nokia’s Networks business gross profit for the year

Discontinued operations loss in 20162018 was EUR 157 400 million, a changedecrease of EUR 1 289533 million, or 7%, compared to EUR 7 933 million in 2017. Nokia’s Networks business gross margin in 2018 was 36.8%, compared to 38.7% in 2017. The decrease in Nokia’s Networks business gross profit was primarily due to Ultra Broadband Networks and, to a lesser extent, Global Services and IP Networks and Applications.

Ultra Broadband Networks gross profit in 2018 was EUR 3 876 million, a decrease of EUR 1 274371 million, or 9%, compared to EUR 4 247 million in 2015.2017. The gain on the Sale of the HERE Business recordeddecrease in 2015Ultra Broadband Networks gross profit was due to Mobile Networks. The lower gross profit in Mobile Networks was primarily due to lower gross margin and lower net sales. Ultra Broadband Networks gross margin in 2018 was 44.6%, compared to 47.3% in 2017.

Global Services gross profit in 2018 was EUR 1 178001 million, which included a reclassificationdecrease of EUR 112 million, or 10%, compared to EUR 1 174113 million in 2017. The decrease in Global Services gross profit was primarily due lower gross margin and lower net sales, partially offset by lower incentive accruals. Global Services gross margin in 2018 was 17.5%, compared to 19.2% in 2017.

IP Networks and Applications gross profit in 2018 was EUR 2 523 million, a decrease of foreign exchange differences from other comprehensive income.EUR 50 million, or 2%, compared to EUR 2 573 million in 2017. The decrease in IP Networks and Applications gross profit was primarily due to IP/Optical Networks, partially offset by Nokia Software. The lower gross profit in IP/Optical Networks was primarily due to lower gross margin and lower net sales. The higher gross profit in Nokia Software was due to higher gross margin and higher net sales. IP Networks and Applications gross margin in 2018 was 44.1%, compared to 44.8% in 2016.

4641


 

Table of Contents

ResultsOperating expenses

Nokia’s Networks business research and development expenses were EUR 3 592 million in 2018, a decrease of segments

EUR 138 million, or 4%, compared to EUR 3 730 million in 2017. The decrease in Nokia’s Networks business research and development expenses was primarily due to Ultra Broadband Networks and IP Networks and Applications. Ultra Broadband Networks research and development expenses were EUR 2 273 million in 2018, a decrease of EUR 88 million, compared to EUR 2 361 million in 2017. The decrease in Ultra Broadband Networks research and development expenses was primarily due to Mobile Networks. The lower research and development expenses in Mobile Networks was primarily due to lower personnel expenses, reflecting progress related to our cost savings program, as well as lower incentive accruals. Global Services research and development expenses were EUR 87 million in 2018, an increase of EUR 2 million, compared to EUR 85 million in 2017. IP Networks and Applications research and development expenses were EUR 1 232 million in 2018, a decrease of EUR 52 million, compared to EUR 1 284 million in 2017. The decrease in IP Networks and Applications was due to both Nokia Software and IP/Optical Networks. The decrease in Nokia Software research and development expenses was primarily due to improved productivity, following the successful implementation of a common software foundation. The decrease in IP/Optical Networks research and development expenses was primarily due to net positive foreign exchange fluctuations. IP Networks and Applications research and development expenses also benefitted from lower incentive accruals in 2018.

Nokia’s Networks business selling, general and administrative expenses were EUR 2 576 million in 2018, a decrease of EUR 11 million, or approximately flat, compared to EUR 2 587 million in 2017. The decrease in Nokia’s Networks business selling, general and administrative expenses was due to Ultra Broadband Networks, partially offset by IP Networks and Applications and Global Services. Ultra Broadband Networks selling, general and administrative expenses were EUR 1 079 million in 2018, a decrease of EUR 83 million, compared to EUR 1 162 million in 2017. The decrease in Ultra Broadband Networks selling, general and administrative expenses was primarily due to Mobile Networks. The decrease in Mobile Networks selling, general and administrative expenses was primarily due to progress related to Nokia’s cost savings program, partially offset by higher costs related to 5G customer trials. Ultra Broadband Networks selling, general and administrative expenses also benefitted from lower incentive accruals in 2018. Global Services selling, general and administrative expenses were EUR 652 million in 2018, an increase of EUR 21 million, compared to EUR 631 million in 2017. The increase in Global Services selling, general and administrative expenses was primarily due to higher costs related to 5G customer trials. IP Networks and Applications selling, general and administrative expenses were EUR 845 million in 2018, an increase of EUR 51 million, compared to EUR 794 million in 2017. The increase in IP Networks and Applications selling, general and administrative expenses was due to both IP/Optical Networks and Nokia Software. The higher selling, general and administrative expenses in IP/Optical Networks was primarily due to higher investments to drive future growth and higher returns. The higher selling, general and administrative expenses in Nokia Software was primarily due to investments to build a dedicated software sales force, with specialized go to market capabilities.

Nokia’s Networks business other income and expenses was an expense of EUR 33 million in 2018, a change of EUR 128 million compared to an income of EUR 95 million in 2017. The net negative fluctuation in other income and expenses was due to Ultra Broadband Networks, Global Services and IP Networks and Applications. The net negative fluctuation in Ultra Broadband Networks other income and expenses was primarily related to foreign exchange hedging. The net negative fluctuation in Global Services other income and expenses was primarily related to foreign exchange hedging and higher loss allowances. The net negative fluctuation in IP Networks and Applications other income and expenses was primarily due to foreign exchange hedging and higher loss allowances.

Operating profit

Nokia’s Networks business operating profit was EUR 1 199 million in 2018, a decrease of EUR 512 million compared to EUR 1 711 million in 2017. Nokia’s Networks business operating margin in 2018 was 6.0% compared to 8.3% in 2017. The decrease in operating margin was attributable to decreases in Ultra Broadband Networks, Global Services and IP Networks and Applications operating margin. Ultra Broadband Networks operating margin decreased from 8.7% in 2017 to 5.9% in 2018. Global Services operating margin decreased from 7.1% in 2017 to 4.2% in 2018. IP Networks and Applications operating margin decreased from 9.0% in 2017 to 7.8% in 2018. The decreases in Ultra Broadband Networks, Global Services and IP Networks and Applications operating margins in 2018 were primarily due to lower gross profit and a net negative fluctuation in other income and expenses, partially offset by lower research and development expenses.

For the year ended December 31, 2017 compared to the year ended December 31, 2016

The following table sets forth selective line items and the percentage of net sales for the years indicated.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2017

 

 

 

2016

 

 

 

Year-on-year

 

2017

 

 

 

2016

 

 

 

Year‑-on-‑year

For the year ended December 31

    

EURm

    

% of net sales

    

EURm

    

% of net sales

    

change %

    

EURm

    

% of net sales

    

EURm

    

% of net sales

    

change %

Net sales

 

20 523

 

100.0

 

21 830

 

100.0

 

(6)

 

20 523

 

100.0

 

21 830

 

100.0

 

(6)

Cost of sales

 

(12 590)

 

(61.3)

 

(13 370)

 

(61.2)

 

(6)

 

(12 590)

 

(61.3)

 

(13 370)

 

(61.2)

 

(6)

Gross profit

 

7 933

 

38.7

 

8 460

 

38.8

 

(6)

 

7 933

 

38.7

 

8 460

 

38.8

 

(6)

Research and development expenses

 

(3 730)

 

(18.2)

 

(3 777)

 

(17.3)

 

(1)

 

(3 730)

 

(18.2)

 

(3 777)

 

(17.3)

 

(1)

Selling, general and administrative expenses

 

(2 587)

 

(12.6)

 

(2 664)

 

(12.2)

 

(3)

 

(2 587)

 

(12.6)

 

(2 664)

 

(12.2)

 

(3)

Other income and expenses

 

95

 

0.5

 

(76)

 

(0.3)

 

 –

 

95

 

0.5

 

(76)

 

(0.3)

 

 –

Operating profit

 

1 711

 

8.3

 

1 943

 

8.9

 

(12)

 

1 711

 

8.3

 

1 943

 

8.9

 

(12)

 

42


Table of Contents

Segment information(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Ultra 

 

 

 

IP Networks

 

 

 

Ultra 

 

 

 

IP Networks

 

 

 

    

Ultra

    

 

    

IP Networks

    

    

    

Ultra

    

 

    

IP Networks

    

    

 

Broadband

 

Global

 

and

 

Networks

 

Broadband

 

Global

 

and

 

Networks

 

 

Broadband

 

Global

 

and

 

Networks

 

Broadband

 

Global

 

and

 

Networks

 

 Networks

(2)

Services

 

 Applications

(3)

total

(4)

 Networks

(2)

Services

 

 Applications

(3)

total

(4)

 

Networks(2)

 

Services

 

Applications(3)

 

total

 

Networks(2)

 

Services

 

Applications(3)

 

total

 

2017

 

2017

 

2017

 

2017

 

2016

 

2016

 

2016

 

2016

 

 

2017

 

2017

 

2017

 

2017

 

2016

 

2016

 

2016

 

2016

For the year ended December 31

    

EURm

    

EURm

    

EURm

    

EURm

    

EURm

    

EURm

    

EURm

    

EURm

 

 

EURm

 

EURm

 

EURm

 

EURm

 

EURm

 

EURm

 

EURm

 

EURm

Net sales

 

8 970

 

5 810

 

5 743

 

20 523

 

9 758

 

6 036

 

6 036

 

21 830

 

 

8 970

 

5 810

 

5 743

 

20 523

 

9 758

 

6 036

 

6 036

 

21 830

Cost of sales

 

(4 723)

 

(4 697)

 

(3 170)

 

(12 590)

 

(5 210)

 

(4 825)

 

(3 335)

 

(13 370)

 

 

(4 723)

 

(4 697)

 

(3 170)

 

(12 590)

 

(5 210)

 

(4 825)

 

(3 335)

 

(13 370)

Gross profit

 

4 247

 

1 113

 

2 573

 

7 933

 

4 548

 

1 211

 

2 701

 

8 460

 

 

4 247

 

1 113

 

2 573

 

7 933

 

4 548

 

1 211

 

2 701

 

8 460

Research and development expenses

 

(2 361)

 

(85)

 

(1 284)

 

(3 730)

 

(2 393)

 

(96)

 

(1 288)

 

(3 777)

 

 

(2 361)

 

(85)

 

(1 284)

 

(3 730)

 

(2 393)

 

(96)

 

(1 288)

 

(3 777)

Selling, general and administrative expenses

 

(1 162)

 

(631)

 

(794)

 

(2 587)

 

(1 212)

 

(679)

 

(773)

 

(2 664)

 

 

(1 162)

 

(631)

 

(794)

 

(2 587)

 

(1 212)

 

(679)

 

(773)

 

(2 664)

Other income and expenses

 

57

 

14

 

24

 

95

 

(21)

 

(30)

 

(25)

 

(76)

 

 

57

 

14

 

24

 

95

 

(21)

 

(30)

 

(25)

 

(76)

Operating profit

 

781

 

411

 

519

 

1 711

 

922

 

406

 

615

 

1 943

 

 

781

 

411

 

519

 

1 711

 

922

 

406

 

615

 

1 943

(1)Refer to Note 5, Segment information, of our consolidated financial statements included in this annual report on Form 20‑F.

(1)

Refer to Note 4, Segment information, of our consolidated financial statements included in this annual report.

(2)

Net sales include EUR 6 895 million (EUR 7 357 million in 2016) attributable to Mobile Networks and EUR 2 075 million (EUR 2 401 million in 2016) attributable to Fixed Networks.

(3)

Net sales include EUR 2 694 million (EUR 2 941  million in 2016) attributable to IP Routing; EUR 1 499 million (EUR 1 564 million in 2016) attributable to Optical Networks; and EUR 1 550 million (EUR 1 531 million in 2016) attributable to Nokia Software.

(4)

Includes Total Services net sales of EUR 8 221 million (EUR 8 531 million in 2016) which consists of all the services sales of Nokia’s Networks business, including Global Services of EUR 5 810 million (EUR 6 036 million in 2016) and the services of Fixed Networks, IP/Optical Networks and Nokia Software.

(2)Net sales include EUR 6 895 million (EUR 7 357 million in 2016) attributable to Mobile Networks and EUR 2 075 million (EUR 2 401 million in 2016) attributable to Fixed Networks.

(3)Net sales include EUR 2 694 million (EUR 2 941  million in 2016) attributable to IP Routing; EUR 1 499 million (EUR 1 564 million in 2016) attributable to Optical Networks; and EUR 1 550 million (EUR 1 531 million in 2016) attributable to Nokia Software.

The following table sets forth distribution of net sales by geographical area for the years indicated.

 

 

 

 

 

 

 

 

 

 

 

 

 

2017

 

2016

 

Year-on-year

    

2017

    

2016

    

Yearonyear

For the year ended December 31

    

EURm

    

EURm

    

change %

 

EURm

 

EURm

 

change %

Asia-Pacific

 

4 197

 

4 237

 

(1)

 

4 197

 

4 237

 

(1)

Europe

 

4 442

 

4 884

 

(9)

 

4 442

 

4 884

 

(9)

Greater China

 

2 466

 

2 640

 

(7)

 

2 466

 

2 640

 

(7)

Latin America

 

1 245

 

1 446

 

(14)

 

1 245

 

1 446

 

(14)

Middle East & Africa

 

1 897

 

1 891

 

 –

 

1 897

 

1 891

 

 –

North America

 

6 276

 

6 732

 

(7)

 

6 276

 

6 732

 

(7)

Total

 

20 523

 

21 830

 

(6)

 

20 523

 

21 830

 

(6)

 

Net sales

Nokia’s Networks business net sales in 2017 were EUR 20 523 million, a decrease of EUR 1 307 million, or 6%, compared to EUR 21 830 million in 2016. The decrease in Nokia’s Networks business net sales was primarily due to Ultra Broadband Networks and, to a lesser extent, IP Networks and Applications and Global Services. Ultra Broadband Networks net sales were EUR 8 970 million in 2017, a decrease of EUR 788 million, or 8%, compared to EUR 9 758 million in 2016. Global Services net sales were EUR 5 810 million in 2017, a decrease of EUR 226 million, or 4%, compared to EUR 6 036 million in 2016. IP Networks and Applications net sales were EUR 5 743 million in 2017, a decrease of EUR 293 million, or 5%, compared to EUR 6 036 million in 2016.

The decrease in Ultra Broadband Networks net sales is comprised of a decrease in Mobile Networks net sales of EUR 462 million and a decrease in Fixed Networks net sales of EUR 326 million.

In 2017, Mobile Networks net sales were adversely affected by challenging market conditions. The decrease in Mobile Networks net sales was primarily due to radio networks and, to a lesser extent, converged core networks, partially offset by growth in advanced mobile networks solutions. From a growth perspective, small cells continued to deliver strong performance. Also, within radio networks, LTE net sales grew, despite weakness in the global LTE market. For radio networks, the decrease was primarily related to Greater China, Europe and, to a lesser extent, North America and Latin America. This was partially offset by growth in Asia-Pacific. For converged core networks, the decrease was primarily related to North America, partially offset by growth in Asia-Pacific. For advanced mobile networks solutions, the increase was primarily related to North America and Greater China, partially offset by a decrease in Middle East & Africa.

47


Table of Contents

market

The net sales performance in Fixed Networks was in comparison to a particularly strong year 2016. The decrease in Fixed Networks net sales was primarily due to broadband access and services. The decrease was primarilyservices, and related to three specific customers, which led to declines in Asia-Pacific, North America and Latin America. For broadband access, the decrease was primarily related to Asia-Pacific and, to a lesser extent, North America, partially offset by Europe. For services, the decrease was primarily related to North America, Europe and Latin America, partially offset by growth in Middle East & Africa and Greater China.customers.

The decrease in Global Services net sales in 2017 was primarily due to systems integration, care and managed services, partially offset by growth in network implementation. For systems integration, the decrease was primarily related to Europe and, to a lesser extent, North America. Theimplementation.The decrease in systems integration was attributable to the winding down of a specific set of legacy Alcatel Lucent contracts. For care, the decrease was primarily related to North America, Europe and Asia-Pacific, partially offset by growth in Greater China. For managed services, the decrease was primarily related to Asia-Pacific, partially offset by growth in Europe. For network implementation, the increase was primarily related to North America, Latin America and Asia-Pacific, partially offset by Middle East & Africa and Europe.

The decrease in IP Networks and Applications net sales is comprised of decrease in IP/Optical Networks net sales of EUR 312 million, partly offset by an increase in Nokia Software net sales of EUR 19 million.

The decrease in IP/Optical Networks net sales was due to both IP routing and optical networks, primarily due to weakness in the communications service provider market in preparation for a new product portfolio launch in IP routing. For IP routing, the decrease was primarily related to North America and, to a lesser extent, Europe and Latin America, partially offset by growth in Greater China. In addition, IP routing net sales were adversely affected by lower resale of third party IP routers. For optical networks, the decrease was primarily related to Latin America, North America and Europe, partially offset by Middle East & Africa and Asia-Pacific.

The increase in Nokia Software net sales was primarily due to growth in network management, services and emerging businesses, partially offset by service delivery platforms and operational support systems. The year-on-year performance of Nokia Software benefitted from the acquisition of Comptel. 2017 was a year of transformation for our software business. It announced and executed plans to: 1)(1) build our first standalone software sales force, 2)(2) strengthen its services and care practices, 3)(3) increase R&Dresearch and development velocity through modern software development, including the introduction of a Common Software Foundation that will improve the user experience for Nokia Software software, 4)(4) acquire and integrate Comptel and 5)(5) introduce new products and services that provide customers with increased intelligence and ability to push automation to new levels.

43


Table of Contents

Gross profit

Nokia’s Networks business gross profit in 2017 was EUR 7 933 million, a decrease of EUR 527 million, or 6%, compared to EUR 8 460 million in 2016. Nokia’s Networks business gross margin in 2017 was 38.7%, compared to 38.8% in 2016. The decrease in Nokia’s Networks business gross profit was primarily due to Ultra Broadband Networks and, to a lesser extent, IP Networks and Applications and Global Services.

Ultra Broadband Networks gross profit in 2017 was EUR 4 247 million, a decrease of EUR 301 million, or 7%, compared to EUR 4 548 million in 2016. The decrease in Ultra Broadband Networks gross profit was due to both Mobile Networks and Fixed Networks. The lower gross profit in both Mobile Networks and Fixed Networks was primarily due to lower net sales. Ultra Broadband Networks gross margin in 2017 was 47.3%, compared to 46.6% in 2016.

Global Services gross profit in 2017 was EUR 1 113 million, a decrease of EUR 98 million, or 8%, compared to EUR 1 211 million in 2016. The decrease in Global Services gross profit was primarily due to network implementation, care and network planning and optimization, partially offset by systems integration. Global Services gross profit was negatively affected by the absence of a benefit related to lower incentive accruals in 2016. Global Services gross margin in 2017 was 19.2%, compared to 20.1% in 2016.

IP Networks and Applications gross profit in 2017 was EUR 2 573 million, a decrease of EUR 128 million, or 5%, compared to EUR 2 701 million in 2016. The decrease in IP Networks and Applications gross profit was primarily due to IP/Optical Networks, partially offset by Nokia Software. The lower gross profit in IP/Optical Networks was primarily due to lower net sales. The higher gross profit in Nokia Software was due to higher net sales. IP Networks and Applications gross margin in 2017 was 44.8%, compared to 44.7% in 2016.

Operating expenses

Nokia’s Networks business R&Dresearch and development expenses were EUR 3 730 million in 2017, a slight decrease of EUR 47 million, or 1%, compared to EUR 3 777 million in 2016. The decrease in Nokia’s Networks business R&Dresearch and development expenses was primarily attributable to Ultra Broadband Networks R&Dresearch and development expenses, and to a lesser extent, Global Services R&Dresearch and development expenses. Ultra Broadband Networks R&Dresearch and development expenses were EUR 2 361 million in 2017, a decrease of EUR 32 million, compared to EUR 2 393 million in 2016. The decrease in Ultra Broadband Networks R&Dresearch and development expenses was primarily due to Mobile Networks, partially offset by Fixed Networks. The lower R&Dresearch and development expenses in Mobile Networks was primarily due to lower personnel expenses, reflecting progress related to our cost savings program, with reduced R&Dresearch and development related to legacy technologies, partially offset by an increase in R&Dresearch and development related to 5G. The higher R&Dresearch and development expenses in Fixed Networks was primarily related to investments to drive growth and higher returns in our current addressable market, as well as to expand into adjacent markets, both of which are priorities for Fixed Networks. Related to our current addressable market, Fixed Networks has increased its investments to enhance its portfolio of offerings towards the digital home and software defined access markets. Related to adjacent markets, Fixed Networks has increased its investments towards the cable access market, and is now offering a disruptive cable solution which gives operators the flexibility to choose from a full range of options across both fiber and cable to meet their unique network needs. Ultra Broadband Networks R&Dresearch and development expenses were negatively affected by the absence of a benefit related to lower incentive accruals for full year 2016. Global Services R&Dresearch and development expenses were EUR 85 million in 2017, a decrease of EUR 11 million, compared to EUR 96 million in 2016. The decrease in Global Services R&Dresearch and development expenses was primarily due to lower personnel expenses, reflecting progress related to our cost savings program. IP Networks and Applications R&Dresearch and development expenses were EUR 1 284 million in 2017, a decrease of EUR 4 million, compared to EUR 1 288 million in 2016.

Nokia’s Networks business selling, general and administrative expenses were EUR 2 587 million in 2017, a decrease of EUR 77 million, or 3%, compared to EUR 2 664 million in 2016. The decrease in Nokia’s Networks business selling, general and administrative expenses was attributable to decreases in both Ultra Broadband Networks and Global Services selling, general and administrative expenses, partially offset by an increase in IP Networks and Applications selling, general and administrative expenses.

Ultra Broadband Networks selling, general and administrative expenses were EUR 1 162 million in 2017, a decrease of EUR 50 million, compared to EUR 1 212 million in 2016. The decrease in Ultra Broadband Networks selling, general and administrative expenses was primarily due to Mobile Networks. The lower selling, general and administrative expenses in Mobile Networks was primarily due to lower personnel expenses reflecting progress related to our cost savings program and lower consultancy

48


Table of Contents

costs. Ultra Broadband Networks selling, general and administrative expenses were negatively affected by the absence of a benefit related to lower incentive accruals for full year 2016. Global Services selling, general and administrative expenses were EUR 631 million in 2017, a decrease of EUR 48 million, compared to EUR 679 million in 2016. The decrease in Global Services selling, general and administrative expenses was primarily due to lower personnel expenses, reflecting progress related to our cost savings program. IP Networks and Applications selling, general and administrative expenses were EUR 794 million in 2017, an increase of EUR 21 million, compared to EUR 773 million in 2016. The increase in IP Networks and Applications selling, general and administrative expenses was primarily due to Nokia Software. The higher selling, general and administrative expenses in Nokia Software was primarily due to investments to build an independent, dedicated software sales organization.

Nokia’s Networks business other income and expenses was an income of EUR 95 million in 2017, a change of EUR 171 million compared to an expense of EUR 76 million in 2016. The change in other income and expenses was attributable to Ultra Broadband Networks, IP Networks and Applications and Global services other income and expenses. The net positive fluctuation in Ultra Broadband Networks other income and expenses was primarily related to foreign exchange hedging. The net positive fluctuation in Global Services other income and expenses was primarily related to foreign exchange hedging and lower doubtful accountsloss allowances. The net positive fluctuation in IP Networks and Applications other income and expenses was primarily due to lower doubtful accountsloss allowances and a settlement with a component supplier.

Operating profit

Nokia’s Networks business operating profit was EUR 1 711 million in 2017, a decrease of EUR 232 million compared to EUR 1 943 million in 2016. Nokia’s Networks business operating margin in 2017 was 8.3% compared to 8.9% in 2016. The decrease in operating margin was attributable to decreases in both Ultra Broadband Networks and IP Networks and Applications operating margin, partly offset by a slight increase in Global Services operating margin. Ultra Broadband Networks operating margin decreased from 9.4% in 2016 to 8.7% in 2017. IP Networks and

44


Table of Contents

Applications operating margin decreased from 10.2% in 2016 to 9.0% in 2017. The decreases in both Ultra Broadband Networks and IP Networks and Applications operating margins in 2017 were primarily attributable to lower gross profit.

Nokia Technologies

For the year ended December 31, 20162018 compared to the year ended December 31, 20152017

The following table sets forth selective line items and the percentage of net sales for the years indicated.

 

 

 

 

 

 

 

 

 

 

 

 

 

2016

 

 

 

2015

 

 

 

Year‑-on-‑year

For the year ended December 31

    

EURm

    

% of net sales

    

EURm

    

% of net sales

    

change %

Net sales

 

21 830

 

100.0

 

11 548

 

100.0

 

89

Cost of sales

 

(13 370)

 

(61.2)

 

(7 006)

 

(60.7)

 

91

Gross profit

 

8 460

 

38.8

 

4 542

 

39.3

 

86

Research and development expenses

 

(3 777)

 

(17.3)

 

(1 738)

 

(15.0)

 

117

Selling, general and administrative expenses

 

(2 664)

 

(12.2)

 

(1 420)

 

(12.3)

 

88

Other income and expenses

 

(76)

 

(0.3)

 

(35)

 

(0.3)

 

119

Operating profit

 

1 943

 

8.9

 

1 349

 

11.7

 

44

Segment information(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Ultra

    

 

    

IP Networks

    

    

    

Ultra

    

 

    

IP Networks

    

    

 

 

Broadband

 

Global

 

and

 

Networks

 

Broadband

 

Global

 

and

 

Networks

 

 

Networks(2)

 

Services

 

Applications(3)

 

total(4)

 

Networks(2)

 

Services

 

Applications(3)

 

total(4)

 

 

2016

 

2016

 

2016

 

2016

 

2015

 

2015

 

2015

 

2015

For the year ended December 31

 

EURm

 

EURm

 

EURm

 

EURm

 

EURm

 

EURm

 

EURm

 

EURm

Net sales

 

9 758

 

6 036

 

6 036

 

21 830

 

5 333

 

4 887

 

1 328

 

11 548

Cost of sales

 

(5 210)

 

(4 825)

 

(3 335)

 

(13 370)

 

(2 716)

 

(3 638)

 

(652)

 

(7 006)

Gross profit

 

4 548

 

1 211

 

2 701

 

8 460

 

2 617

 

1 249

 

676

 

4 542

Research and development expenses

 

(2 393)

 

(96)

 

(1 288)

 

(3 777)

 

(1 405)

 

(65)

 

(268)

 

(1 738)

Selling, general and administrative expenses

 

(1 212)

 

(679)

 

(773)

 

(2 664)

 

(674)

 

(472)

 

(274)

 

(1 420)

Other income and expenses

 

(21)

 

(30)

 

(25)

 

(76)

 

(46)

 

 7

 

 4

 

(35)

Operating profit

 

922

 

406

 

615

 

1 943

 

492

 

719

 

138

 

1 349

(1)

Refer to Note 4, Segment information, of our consolidated financial statements included in this annual report on Form 20‑F.

(2)

Net sales include EUR 7 357 million (EUR 5 197 million in 2015) attributable to Mobile Networks and EUR 2 401 million (EUR 136 million in 2015) attributable to Fixed Networks.

(3)

Net sales include EUR 2 941 million (EUR 515 million in 2015) attributable to IP Routing; EUR 1 564 million attributable to Optical Networks; and EUR 1 531 million (EUR 813 million in 2015) attributable to Nokia Software.

(4)

Includes Total Services net sales of EUR 8 531 million (EUR 5 424 million in 2015) which consists of all the services sales of Nokia’s Networks business, including Global Services of EUR 6 036 million (EUR 4 887 million in 2015) and the services of Fixed Networks, IP/Optical Networks and Nokia Software.

 

 

 

 

 

 

 

 

 

 

 

 

    

2018

    

    

    

2017

    

    

    

Year‑on‑year

For the year ended December 31

 

EURm

 

% of net sales

 

EURm

 

% of net sales

 

change %

Net sales

 

1 501

 

100.0

 

1 654

 

100.0

 

(9)

Cost of sales

 

(22)

 

(1.5)

 

(71)

 

(4.3)

 

(69)

Gross profit

 

1 479

 

98.5

 

1 583

 

95.7

 

(7)

Research and development expenses

 

(145)

 

(9.7)

 

(235)

 

(14.2)

 

(38)

Selling, general and administrative expenses

 

(127)

 

(8.5)

 

(218)

 

(13.2)

 

(42)

Other income and expenses

 

(4)

 

(0.3)

 

(6)

 

(0.4)

 

 –

Operating profit

 

1 203

 

80.1

 

1 124

 

68.0

 

 7

 

Net sales

Nokia’s Networks businessNokia Technologies net sales in 20162018 were EUR 21 8301 501 million, an increase of EUR 10 282 million, or 89%, compared to EUR 11 548 million in 2015. The increase in Nokia’s Networks business net sales was primarily attributable to the acquisition of Alcatel Lucent. Ultra Broadband Networks net sales were EUR 9 758 million in 2016, an increase of EUR 4 425 million, or 83%, compared to EUR 5 333 million in 2015. Global Services net sales were EUR 6 036 million in 2016, an increase of EUR 1 149 million, or 24%, compared to EUR 4 887 million in 2015. IP Networks and Applications net sales were EUR 6 036 million in 2016, an increase of EUR 4 708 million compared to EUR 1 328 million in 2015.

The increase in Ultra Broadband Networks net sales is comprised of an increase in Mobile Networks net sales of EUR 2 160 million and an increase in Fixed Networks net sales of EUR 2 265 million. The increase in Mobile Networks net sales was primarily attributable to the acquisition of Alcatel Lucent, which drove higher net sales in Radio Networks. This was partially offset by revenue declines from several key customers in Asia-Pacific and North America due to previous build-outs and investments, as well as adverse market conditions in Latin America. The increase in Fixed Networks net sales was primarily attributable to the acquisition of Alcatel Lucent, and increases in Broadband Access, supported by the completion of a large project in Asia-Pacific.

49


Table of Contents

The increase in Global Services net sales of EUR 1 149 million was primarily attributable to the acquisition of Alcatel Lucent, affecting all services business units.

The increase in IP Networks and Applications net sales is comprised of an increase in IP/Optical Networks net sales of EUR 3 990 million and an increase in Nokia Software net sales of EUR 718 million, primarily attributable to the acquisition of Alcatel Lucent. The increase in IP/Optical Networks net sales was attributable to an increase in IP Routing net sales of EUR 2 426 million and an increase in Optical Networks net sales of EUR 1 564 million. The increase in Nokia Software net sales was primarily attributable to the acquisition of Alcatel Lucent, and increases in Services.

The following table sets forth distribution of net sales by geographical area for the years indicated.

 

 

 

 

 

 

 

 

    

2016

    

2015

    

Year‑on‑year

For the year ended December 31

 

EURm

 

EURm

 

change %

Asia-Pacific

 

4 237

 

3 249

 

30

Europe

 

4 884

 

2 809

 

74

Greater China

 

2 640

 

1 716

 

54

Latin America

 

1 446

 

976

 

48

Middle East & Africa

 

1 891

 

1 195

 

58

North America

 

6 732

 

1 603

 

320

Total

 

21 830

 

11 548

 

89

On a regional basis, Nokia’s Networks business net sales increased across all regions, with particularly strong growth in North America and Europe, primarily attributable to the acquisition of Alcatel Lucent.

The increase in Mobile Networks net sales was driven by the acquisition of Alcatel Lucent, resulting in significant improvements in the North America, Greater China, and the Middle East & Africa regions, partially offset by revenue decreases in Asia-Pacific, Europe and Latin America. The increase in Fixed Networks net sales was primarily attributable to the acquisition of Alcatel Lucent, supported by the completion of a large project in Asia-Pacific, offset by contraction in Europe.

The increase in Global Services net sales was primarily attributable to the acquisition of Alcatel Lucent, resulting in increases in North America, Europe, the Middle East & Africa, Greater China and Asia-Pacific regions, partially offset by revenue decreases in Latin America.

The increases in both IP/Optical Networks net sales and Nokia Software net sales were primarily attributable to significant increases in North America following the acquisition of Alcatel Lucent.

Gross profit

Nokia’s Networks business gross profit in 2016 was EUR 8 460 million, an increase of EUR 3 918 million, or 86%, compared to EUR 4 542 million in 2015. The higher gross profit was due to both IP Networks and Applications and Ultra Broadband Networks, primarily related to the acquisition of Alcatel Lucent, partly offset by slightly lower gross profit in Global Services. Nokia’s Networks business gross margin in 2016 was 38.8%, compared to 39.3% in 2015.

Ultra Broadband Networks gross profit in 2016 was EUR 4 548 million, an increase of EUR 1 931 million, or 74%, compared to EUR 2 617 million in 2015. The increase in Ultra Broadband Networks gross profit was primarily due to the acquisition of Alcatel Lucent. Ultra Broadband Networks gross margin in 2016 was 46.6%, compared to 49.1% in 2015.

Global Services gross profit in 2016 was EUR 1 211 million, a slight decrease of EUR 38153 million, or 3%9%, compared to EUR 1 249654 million in 2015. Global Services gross margin2017. In 2018, EUR 1 476 million of net sales related to patent and brand licensing and EUR 25 million of net sales related to digital health and digital media. In 2017, EUR 1 602 million of net sales related to patent and brand licensing and EUR 52 million of net sales related to digital health and digital media. The decrease in 2016 was 20.1%, compared to 25.6% in 2015.

IP Networks and Applications gross profit in 2016 was EUR 2 701 million, an increase of EUR 2 025 million compared to EUR 676 million in 2015. The increase in IP Networks and Applications gross profitNokia Technologies net sales was primarily due to the acquisition of Alcatel Lucent. IP Networks and Applicationslower one-time net sales, partially offset by higher recurring licensing net sales.

Gross profit

Nokia Technologies gross marginprofit in 20162018 was 44.7%, compared to 50.9% in 2015.

Operating expenses

Nokia’s Networks business R&D expenses were EUR 3 7771 479 million, in 2016, an increasea decrease of EUR 2 039104 million, or 117%7%, compared to EUR 1 738583 million in 2015.2017. The increaselower gross profit in Nokia’s NetworksNokia Technologies was primarily due to lower net sales, partially offset by higher gross margin, reflecting the discontinuation of our digital media product business R&Dand the absence of costs related to digital health, following the sale of our digital health business in 2018.

Operating expenses

Nokia Technologies research and development expenses in 2018 were EUR 145 million, a decrease of EUR 90 million, or 38%, compared to EUR 235 million in 2017. The decrease in Nokia Technologies research and development expenses was primarily attributabledue to an increasereduced investments in headcount attributabledigital media and the absence of costs related to digital health, following the acquisitionsale of Alcatel Lucent, partially offset by operational and synergy savings. The increaseour digital health business in Nokia’s Networks business R&D expenses was primarily attributable to Ultra Broadband Networks and IP Networks and Applications. Ultra Broadband Networks R&D expenses were EUR 2 393 million in 2016, an increase of EUR 988 million, compared to EUR 1 405 million in 2015. IP Networks and Applications R&D expenses were EUR 1 288 million in 2016, an increase of EUR 1 020 million, compared to EUR 268 million in 2015.2018, as well as lower patent portfolio costs.

Nokia’s Networks businessNokia Technologies selling, general and administrative expenses in 2018 were EUR 2 664127 million, in 2016, an increasea decrease of EUR 1 24491 million, or 88%42%, compared to EUR 1 420218 million in 2015.2017. The increasedecrease in Nokia’s Networks businessNokia Technologies selling, general and administrative expenses was primarily attributabledue to lower licensing-related litigation costs and lower costs due to the discontinuation of our digital media and digital health businesses.

Nokia Technologies other income and expense in 2018 was a net expense of EUR 4 million, a change of EUR 2 million compared to a net expense of EUR 6 million in 2017.

Operating profit

Nokia Technologies operating profit in 2018 was EUR 1 203 million, an increase of EUR 79 million, or 7%, compared to an increaseoperating profit of EUR 1 124 million in headcount attributable to the acquisition of Alcatel Lucent, partially offset by operational and synergy savings.2017. The increase in Nokia’s Networks businessNokia Technologies operating profit was primarily due to lower selling, general and administrative expenses was attributable to Ultra Broadband Networks, Global Services  and IP Networksresearch and Applications. Ultra Broadband Networks selling, general and administrativedevelopment expenses, were EUR 1 212 million in 2016, an increase of EUR 538 million, compared to EUR 674 million in 2015. Global Services selling, general and administrative expenses were EUR 679 million in 2016, an increase of EUR 207 million, compared to EUR 472 million in 2015. IP Networks and Applications selling, general and administrative expenses were EUR 773 million in 2016, an increase of EUR 499 million, compared to EUR 274 million in 2015.

Nokia’s Networks business other income and expenses was an expense of EUR 76 million in 2016, a change of EUR 41 million compared to an expense of EUR 35 million in 2015. The change was attributable to Global Services and IP Networks and Applications, primarily related to doubtful accounts allowances, partially offset by Ultra Broadband Networks.

50


Table of Contents

Operating profit

Nokia’s Networks business operating profit was EUR 1 943 million in 2016, an increase of EUR 594 million compared to EUR 1 349 million in 2015. Nokia’s Networks businesslower gross profit. Nokia Technologies operating margin in 20162018 was 8.9%80.1% compared to 11.7%68.0% in 2015. The decrease in operating margin was primarily attributable to Global Services. Global Services operating margin decreased from 14.7% in 2015 to 6.7% in 2016. IP Networks and Applications operating margin decreased from 10.4% in 2015 to 10.2% in 2016. The decreases in both Global Services and IP Networks and Applications operating margins in 2016 were attributable to lower gross margin and higher operating expenses.

Nokia Technologies2017.

For the year ended December 31, 2017 compared to the year ended December 31, 2016

The following table sets forth selective line items and the percentage of net sales for the years indicated.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

2017

    

    

    

2016

    

    

    

Year‑on‑year

    

2017

    

    

    

2016

    

    

    

Yearonyear

For the year ended December 31

 

EURm

 

% of net sales

 

EURm

 

% of net sales

 

change %

 

EURm

 

% of net sales

 

EURm

 

% of net sales

 

change %

Net sales

 

1 654

 

100.0

 

1 053

 

100.0

 

57

 

1 654

 

100.0

 

1 053

 

100.0

 

57

Cost of sales

 

(71)

 

(4.3)

 

(42)

 

(4.0)

 

69

 

(71)

 

(4.3)

 

(42)

 

(4.0)

 

69

Gross profit

 

1 583

 

95.7

 

1 011

 

96.0

 

57

 

1 583

 

95.7

 

1 011

 

96.0

 

57

Research and development expenses

 

(235)

 

(14.2)

 

(249)

 

(23.6)

 

(6)

 

(235)

 

(14.2)

 

(249)

 

(23.6)

 

(6)

Selling, general and administrative expenses

 

(218)

 

(13.2)

 

(184)

 

(17.5)

 

18

 

(218)

 

(13.2)

 

(184)

 

(17.5)

 

18

Other income and expenses

 

(6)

 

(0.4)

 

 1

 

0.1

 

 –

 

(6)

 

(0.4)

 

 1

 

0.1

 

 –

Operating profit

 

1 124

 

68.0

 

579

 

55.0

 

94

 

1 124

 

68.0

 

579

 

55.0

 

94

 

Net sales

Nokia Technologies net sales in 2017 were EUR 1 654 million, an increase of EUR 601 million, or 57%, compared to EUR 1 053 million in 2016. In 2017, EUR 1 602 million of net sales related to patent and brand licensing and EUR 52 million of net sales related to digital health and digital media. The increase in Nokia Technologies net sales was primarily due to recurring net sales related to new license agreements and settled arbitrations, non-recurring net sales related to settled arbitrations and new license agreements and, to a lesser extent, our brand partnership with HMD.

45


Table of Contents

HMD Global. This was partially offset by lower licensing income from certain existing licensees. In 2017, Nokia Technologies net sales included approximately EUR 300 million of non-recurring catch-up net sales related to prior years, compared to approximately zero in 2016.

Gross profit

Nokia Technologies gross profit in 2017 was EUR 1 583 million, an increase of EUR 572 million, or 57%, compared to EUR 1 011 million in 2016. The higher gross profit in Nokia Technologies was primarily due to higher net sales. 

Operating expenses

Nokia Technologies R&Dresearch and development expenses in 2017 were EUR 235 million, a decrease of EUR 14 million, or 6%, compared to EUR 249 million in 2016. The decrease in Nokia Technologies R&Dresearch and development expenses was primarily due to lower patent portfolio costs.

Nokia Technologies selling, general and administrative expenses in 2017 were EUR 218 million, an increase of EUR 34 million, or 18%, compared to EUR 184 million in 2016. The increase in Nokia Technologies selling, general and administrative expenses was primarily due to a non-recurring licensing cost and the ramp-up of digital health. This was partially offset by lower licensing-related litigation costs, which benefitted from a reimbursement related to a settled arbitration, as well as lower business support costs. The higher selling, general and administrative expenses in digital health were primarily due to the acquisition of Withings in 2016.

Nokia Technologies other income and expense in 2017 was a net expense of EUR 6 million, a change of EUR 7 million compared to a net income of EUR 1 million in 2016.

Operating profit

Nokia Technologies operating profit in 2017 was EUR 1 124 million, an increase of EUR 545 million, or 94%, compared to an operating profit of EUR 579 million in 2016. The increase in Nokia Technologies operating profit was primarily attributable to higher gross profit. Nokia Technologies operating margin in 2017 was 68.0% compared to 55.0% in 2016.

Group Common and Other

For the year ended December 31, 20162018 compared to the year ended December 31, 20152017

The following table sets forth selective line items and the percentage of net sales for the years indicated.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

2016

    

    

    

2015

    

    

    

Year‑on‑year

    

2018

    

2017

For the year ended December 31

 

EURm

 

% of net sales

 

EURm

 

% of net sales

 

change %

 

EURm

 

EURm

Net sales

 

1 053

 

100.0

 

1 027

 

100.0

 

 3

 

1 021

 

1 114

Cost of sales

 

(42)

 

(4.0)

 

(7)

 

(0.7)

 

 –

 

(865)

 

(956)

Gross profit

 

1 011

 

96.0

 

1 020

 

99.3

 

(1)

 

156

 

158

Research and development expenses

 

(249)

 

(23.6)

 

(220)

 

(21.4)

 

13

 

(277)

 

(260)

Selling, general and administrative expenses

 

(184)

 

(17.5)

 

(109)

 

(10.6)

 

69

 

(193)

 

(219)

Other income and expenses

 

 1

 

0.1

 

 7

 

0.7

 

(86)

 

92

 

73

Operating profit

 

579

 

55.0

 

698

 

68.0

 

(17)

Operating loss

 

(222)

 

(248)

 

Net sales

Nokia TechnologiesGroup Common and Other net sales in 20162018 were EUR 1 053021 million, a decrease of EUR 93 million, or 8%, compared to EUR 1 114 million in 2017. The decrease in Group Common and Other net sales was primarily due to Alcatel Submarine Networks, partially offset by Radio Frequency Systems.

Gross profit

Group Common and Other gross profit in 2018 was EUR 156 million, a decrease of EUR 2 million, or 1%, compared to EUR 158 million in 2017. The lower gross profit was primarily due to Alcatel Submarine Networks, partially offset by Radio Frequency Systems. Group Common and Other gross margin in 2018 was 15.3% compared to 14.2% in 2017.

Operating expenses

Group Common and Other research and development expenses in 2018 were EUR 277 million, an increase of EUR 2617 million, or 3%7%, compared to EUR 1 027260 million in 2015.2017. The increase in Nokia Technologies net salesGroup Common and Other research and development expenses was primarily attributabledue to higher IPR licensingcosts related to Nokia Bell Labs.

Group Common and Other selling, general and administrative expenses in 2018 were EUR 193 million, a decrease of EUR 26 million, or 12%, compared to EUR 219 million in 2017. The decrease in Group Common and Other selling, general and administrative expenses was primarily due to lower support function costs, reflecting progress related to our cost savings program.

Group Common and Other other income and the inclusionexpense in 2018 was a net income of Withings’EUR 92 million, a change of EUR 20 million compared to a net sales from June 2016 onwards, resulting from the acquisitionincome of Withings,EUR 73 million in 2017. The net positive fluctuation in other income and expenses was primarily due to higher gains in venture fund investments, partially offset by the absence of non-recurring adjustments to accrued net sales from existingthe unwinding of a reinsurance contract and new agreements,an expiration of a former Alcatel Lucent stock option liability, both of which benefitted 2017.

Operating loss

Group Common and lower licensing income from certain existing licensees.

Gross profit

Nokia Technologies gross profitOther operating loss in 20162018 was EUR 1 011222 million, a slight decrease of EUR 926 million, or 1%, compared to an operating loss of EUR 1 020248 million in 2015.2017. The change in Group Common and Other operating loss was primarily attributable to a positive fluctuation in other income and expense, and lower selling, general and administrative expenses, partly offset by higher research and development expenses.

5146


 

Table of Contents

Operating expenses

Nokia Technologies R&D expenses in 2016 were EUR 249 million, an increase of EUR 29 million, or 13%, compared to EUR 220 million in 2015. The increase in R&D expenses in Nokia Technologies was primarily attributable to the inclusion of Bell Labs’ patent portfolio costs, resulting from the acquisition of Alcatel Lucent, and higher investments in the areas of digital media and digital health.

The higher R&D expenses in digital health were primarily attributable to the inclusion of Withings’ R&D expenses from June 2016. This was partially offset by the focusing of general research investments towards more specific opportunities.

Nokia Technologies selling, general and administrative expenses in 2016 were EUR 184 million, an increase of EUR 75 million, or 69%, compared to EUR 109 million in 2015. The increase in Nokia Technologies selling, general and administrative expenses was primarily attributable to the ramp-up of digital health and digital media, higher business support costs and increased licensing activity. The higher selling, general and administrative expenses in digital health were primarily attributable to the inclusion of Withings’ selling, general and administrative expenses from June 2016.

Nokia Technologies other income and expense in 2016 was a net income of EUR 1 million, a decrease of EUR 6 million compared to a net income of EUR 7 million in 2015.

Operating profit

Nokia Technologies operating profit in 2016 was EUR 579 million, a decrease of EUR 119 million, or 17%, compared to an operating profit of EUR 698 million in 2015. The decrease in Nokia Technologies operating profit was primarily attributable to higher selling, general and administrative and R&D expenses. Nokia Technologies operating margin in 2016 was 55.0% compared to 68.0% in 2015.

Group Common and Other

For the year ended December 31, 2017 compared to the year ended December 31, 2016

The following table sets forth selective line items for the years indicated.

 

 

 

 

 

 

 

 

    

2017

    

2016

    

2017

    

2016

For the year ended December 31

 

EURm

 

EURm

 

EURm

 

EURm

Net sales

 

1 114

 

1 142

 

1 114

 

1 142

Cost of sales

 

(956)

 

(957)

 

(956)

 

(957)

Gross profit

 

158

 

185

 

158

 

185

Research and development expenses

 

(260)

 

(287)

 

(260)

 

(287)

Selling, general and administrative expenses

 

(219)

 

(235)

 

(219)

 

(235)

Other income and expenses

 

73

 

(13)

 

73

 

(13)

Operating loss

 

(248)

 

(350)

 

(248)

 

(350)

 

Net sales

Group Common and Other net sales in 2017 were EUR 1 114 million, a decrease of EUR 28 million, or 2%, compared to EUR 1 142 million in 2016. The decrease in Group Common and Other net sales was primarily due to Alcatel Submarine Networks, partially offset by Radio Frequency Systems.

Gross profit

Group Common and Other gross profit in 2017 was EUR 158 million, a decrease of EUR 27 million, or 15%, compared to EUR 185 million in 2016. The lower gross profit was primarily due to Alcatel Submarine Networks. Group Common and Other gross margin in 2017 was 14.2% compared to 16.2% in 2016.

Operating expenses

Group Common and Other R&Dresearch and development expenses in 2017 were EUR 260 million, ana decrease of EUR 27 million, or 9%, compared to EUR 287 million in 2016. The decrease in Group Common and Other R&Dresearch and development expenses was primarily due to lower personnel expenses, reflecting progress related to our cost savings program.

Group Common and Other selling, general and administrative expenses in 2017 were EUR 219 million, a decrease of EUR 16 million, or 7%, compared to EUR 235 million in 2016. The decrease in Group Common and Other selling, general and administrative expenses was primarily due to lower personnel expenses, reflecting progress related to our cost savings program.

Group Common and Other other income and expense in 2017 was a net income of EUR 73 million, a change of EUR 86 million compared to a net expense of EUR 13 million in 2016. The net positive fluctuation in other income and expenses was primarily due to the unwinding of a reinsurance contract, gains in venture fund investments and an expiration of a former Alcatel Lucent stock option liability.

Operating loss

Group Common and Other operating loss in 2017 was EUR 248 million, a changedecrease of EUR 102 million, compared to an operating loss of EUR 350 million in 2016. The change in Group Common and Other operating loss was primarily attributable to a positive fluctuation in other income and expense, and to a lesser extent, lower R&D and selling, general and administrative expenses, partly offset by lower gross profit.

For the year ended December 31, 2016 compared to the year ended December 31, 2015

The following table sets forth selective line items for the years indicated.

 

 

 

 

 

 

    

2016

    

2015

For the year ended December 31

 

EURm

 

EURm

Net sales

 

1 142

 

 –

Cost of sales

 

(957)

 

 –

Gross profit

 

185

 

 –

Research and development expenses

 

(287)

 

(84)

Selling, general and administrative expenses

 

(235)

 

(97)

Other income and expenses

 

(13)

 

92

Operating loss

 

(350)

 

(89)

 

5247


 

Table of Contents

Net sales

Group CommonLiquidity and Other net sales in 2016 were EUR 1 142 million, an increase of EUR 1 142 million, compared to approximately zero in 2015. The increase in Group Common and Other net sales was primarily due to Alcatel Submarine Networks and Radio Frequency Systems net sales, both of which related to the acquisition of Alcatel Lucent.

Gross profit

Group Common and Other gross profit in 2016 was EUR 185 million, compared to approximately zero in 2015. The Group Common and Other gross profit was attributable to gross profit from Alcatel Submarine Networks and Radio Frequency Systems, both of which related to the acquisition of Alcatel Lucent. Group Common and Other gross margin in 2016 was 16.2%.

Operating expenses

Group Common and Other R&D expenses in 2016 were EUR 287 million, an increase of EUR 203 million, compared to EUR 84 million in 2015. Group Common and Other R&D expenses increased, primarily attributable to Nokia Bell Labs, related to the acquisition of Alcatel Lucent.

Group Common and Other selling, general and administrative expenses in 2016 were EUR 235 million, an increase of EUR 138 million compared to EUR 97 million in 2015. The increase in Group Common and Other selling, general and administrative expenses was primarily attributable to higher central function costs, related to the acquisition of Alcatel Lucent.

Group Common and Other other income and expense in 2016 was a net expense of EUR 13 million, a change of EUR 105 million compared to a net income of EUR 92 million in 2015. The change was primarily attributable to the absence of realized gains related to certain investments made through venture funds and the non-cash impairment of certain financial assets.

Operating loss

Group Common and Other operating loss in 2016 was EUR 350 million, an increase of EUR 261 million, compared to an operating loss of EUR 89 million in 2015. The increase in Group Common and Other operating loss was primarily attributable to higher R&D and selling, general and administrative expenses and a net negative fluctuation in other income and expenses, partially offset by higher gross profit.

53


Table of Contentscapital resources

Liquidity and capital resources

Financial position

As of December 31, 2017,2018, our total cash and other liquid assetscurrent financial investments (defined as cash and cash equivalents;equivalents and current available-for-sale investments, liquid assets; and investments at fair value through profit and loss, liquid assets)financial investments) equaled EUR 8 2806 873 million, a decrease of EUR 1 047407 million, compared to EUR 9 3278 280 million as of December 31, 2016.2017. The decrease was primarily attributable to shareholder distributions, including payment of dividends of EUR 970 million and repurchases of shares of EUR 7851 081 million; EUR 394943 million cash outflow related to the acquisitions of businesses,tied-up as net working capital and capital expenditures of EUR 601672 million. The decrease was partially offset by EUR 1 811 million positive cash flow from operating activities, including EUR 597 million total cash inflows from net working capital. As of December 31, 2015,2016, our total cash and other liquid assetscurrent financial investments equaled EUR 9 849326 million.

As of December 31, 2017,2018, our net cash and other liquid assetscurrent financial investments (defined as total cash and other liquid assetscurrent financial investments less long-term interest-bearing liabilities and short-term borrowings)interest-bearing liabilities) equaled EUR 4 5143 051 million, a decrease of EUR 7851 463 million, compared to EUR 5 2994 514 million as of December 31, 2016.2017. The decrease was mainly attributable to drivers affecting our total cash and other liquid assetscurrent financial investments as described above. Our interest-bearing liabilities decreased byAs of December 31, 2016, our net cash and current financial investments equaled EUR 2625 299 million.

As of December 31, 2018, our cash and cash equivalents equaled EUR 6 261 million, primarily attributablea decrease of EUR 1 108 million compared to changes in foreign exchange rates and the issuanceEUR 7 369 million as of senior notes and repurchases of selected outstanding senior notes duringDecember 31, 2017. As of December 31, 2015, our net cash and other liquid assets equaled EUR 7 775 million.

As of December 31, 2017,2016, our cash and cash equivalents equaled EUR 7 369497 million.

Cash flow 

2018

Our cash inflow from operating activities in 2018 was EUR 360 million a decrease of EUR 1281 451 million compared to a cash inflow of EUR 1 811 million in 2017. The decrease was primarily attributable to EUR 943 million cash tied-up to net working capital in 2018 compared to EUR 504 million cash release in 2017 and net profit, adjusted for non-cash items, of EUR 1 758 million, a decrease of EUR 460 million compared to EUR 7 4972 218 million asin 2017. The primary driver for the increase in net working capital was related to a decrease in liabilities of December 31, 2016. AsEUR 645 million compared to an increase of December 31, 2015,EUR 1 221 million in 2017, and an increase in inventories of EUR 544 million compared to an increase of EUR 296 million in 2017. The decrease in liabilities was primarily attributable to a restructuring and associated cash outflows, decrease in deferred revenue and the payment of employee incentives related to Nokia’s business performance in 2017, partially offset by an increase in trade payables. The increase in inventories was attributable to a decision to ensure sufficient flexibility to deliver higher levels of equipment sales, particularly related to 5G. The decrease in liabilities and the increase in inventories were partially offset by a decrease in receivables of EUR 246 million.

Cash flow from operating activities included interest paid of EUR 159 million, a decrease of EUR 250 million compared to EUR 409 million in 2017; paid taxes of EUR 364 million, a decrease of EUR 191 million compared to EUR 555 million in 2017; and interest received of EUR 68 million, an increase of EUR 15 million compared to EUR 53 million in 2017. In 2018, out of EUR 364 million paid taxes, approximately EUR 100 million were non-recurring in nature and related to the resolution of a tax dispute in India. In 2018, out of EUR 159 million interest paid, approximately EUR 40 million were non-recurring in nature and primarily related to the disposal of the former Alcatel Lucent railway signaling business to Thalés in 2006.

In 2018, our cash and cash equivalentsoutflow from investing activities equaled EUR 6 995315 million, a decrease of EUR 325 million compared to EUR 10 million cash inflow in 2017. Cash outflow from investing activities was primarily driven by cash outflow due to the capital expenditure of EUR 672 million partially offset by net cash inflow of EUR 293 million resulting from proceeds from maturities and sale of current financial investments of EUR 2 397 million and purchase of current financial investments of EUR 2 104 million.

Cash flowMajor items of capital expenditure in 2018 included investments in R&D equipment, test equipment, hardware for telecommunication and cloud environment, plants, buildings and construction for transformation projects, and repair or improvements of sites.

In 2018, our cash outflow from financing activities was EUR 969 million a decrease of EUR 780 million in comparison to EUR 1 749 million cash outflow in 2017. The decrease in cash outflows was primarily due to the absence of repurchases of shares related to the two-year capital structure optimization program completed in 2017. The decrease in cash outflow was partially offset by paid dividends of EUR 1 081 million compared to EUR 970 million in 2017.

2017

Our cash inflow from operating activities in 2017 ofwas EUR 1 811 million increased byan increase of EUR 3 265 million compared to a cash outflow of EUR 1 454 million in 2016. The increase was primarily attributable to a EUR 597504 million cash release from net working capital in 2017 compared to a EUR 2 207187 million cash being tied-up in 2016; and net profit, adjusted for non-cash items, of EUR 2 125218 million, an increase of EUR 645758 million compared to EUR 1 480460 million in 2016. The primary driver for the decrease in net working capital was related to an increase in liabilities of EUR 1 314221 million compared to a decrease of EUR 2 758738 million in 2016. The increase in liabilities was primarily attributable to an up-front cash payment of approximately EUR 1 700 million, part of which has been recognized as net sales in 2017, and an increase in accounts payabletrade payables partially offset by restructuring and associated cash outflows of approximately EUR 550 million. The increase in liabilities was partially offset by an increase in receivables of EUR 421 million and an increase in inventories of EUR 296 million.

Cash flow from operating activities also included interest paid of EUR 409 million, an increase of EUR 100 million compared to EUR 309 million in 2016; paid taxes of EUR 555 million, an increase of EUR 52 million compared to EUR 503 million in 2016; and interest received of EUR 53 million, a decrease of EUR 32 million compared to EUR 85 million in 2016. In 2017, out of EUR 555 million paid taxes, approximately EUR 260 million were non-recurring in nature and related to the disposal of the former Alcatel Lucent railway signaling business in 2006 to Thalés in 2006 and the integration of the former Alcatel Lucent and Nokia operating models. In 2017, out of EUR 409 million interest paid, EUR 250 million were non-recurring in nature and related primarily to our offer to purchase selected outstanding notes.

In 2017, our cash inflow from investing activities equaled EUR 10 million, a decrease of EUR 6 826 million compared to EUR 6 836 million cash inflow in 2016. The decrease in cash inflow from investing activities was primarily driven by cash outflow due to the acquisition of businesses of EUR 394 million, mainly related to the acquisition of Comptel, compared to EUR 5 819 million cash inflow in 2016, which included cash and cash equivalents acquired as part of the acquisition of Alcatel Lucent. In 2017, cash outflow from acquisition of businesses was partially offset by net cash inflow of EUR 860 million resulting from proceeds from maturities and sale of current available-for-salefinancial investments liquid assets of EUR 3 265589 million partially offset byand purchase of current available-for-salefinancial investments liquid assets of EUR 2 729 million.

48


Table of Contents

In 2017, our capital expenditure equaled EUR 601 million, an increase of EUR 124 million compared to EUR 477 million in 2016. Major items of capital expenditure in 2017 included investments in R&D equipment, test equipment, hardware for telco and cloud environment, plants, buildings and construction for transformation projects, and repair or improvements of sites.

In 2017, our cash outflow from financing activities ofwas EUR 1 749 million decreased bya decrease of EUR 3 174 million in comparison to EUR 4 923 million cash outflow in 2016. The decrease in cash outflows was primarily driven by proceeds from long-term borrowings of EUR 2 129 million, an increase of EUR 1 904 million compared to 2016, mainly related to issued new bonds; repayment of long-term borrowings of EUR 2 044 million, a decrease of EUR 555 million compared to 2016; and paid dividends of EUR 970 million, a decrease of EUR 545 million compared to 2016. The decrease in cash outflow was partially offset by purchase of treasury shares of EUR 785 million representing an increase of EUR 569 million compared to 2016.

2016

Our cash outflow from operating activities in 2016 of EUR 1 454 million decreased by EUR 1 957 million compared to a cash inflow of EUR 503 million in 2015. The decrease was primarily attributable to a EUR 2 207 million increase in net working capital in 2016 compared to a EUR 1 377 million increase in 2015 and a decrease in net profit, adjusted for non-cash items of EUR 727 million. The primary driver for the increase in net working capital related to a decrease in liabilities of EUR 2 758 million in 2016 compared to a decrease of EUR 990 million in 2015, partially offset by a decrease in inventories of EUR 533 million in 2016 compared to a decrease of EUR 341 million in 2015. The decrease in liabilities mainly related to restructuring cash outflows, reductions in liabilities related to our actions to harmonize working capital processes and practices, termination of Alcatel Lucent’s license agreement with Qualcomm, the payment of incentives related to Alcatel Lucent’s and Nokia’s strong business performance in 2015 and the impact of foreign exchange fluctuations.

The decrease in cash flow from operating activities was also attributable to a EUR 400 million increase in cash outflows related to net interest and income taxes paid in 2016 and 2015 of EUR 727 million and EUR 327 million, respectively. Interest paid included cash outflows from the premium

54


Table of Contents

paid for the redemption of Alcatel Lucent bonds and notes related to our capital structure optimization program. Income taxes paid included a non-recurring tax payment due to the integration of the former Alcatel Lucent and former Nokia operating models into one combined operating model.

In 2016, our cash inflow from investing activities equaled EUR 6 836 million, representing an increase of EUR 4 940 million compared to EUR 1 896 million cash inflow from investing activities in 2015. The increase in cash inflow from investing activities was primarily driven by cash and cash equivalents acquired as part of the acquisition of Alcatel Lucent and an increase in proceeds from maturities and sale of current available-for-sale investments, liquid assets partially offset by purchase of current available-for-sale investments and liquid assets.

In 2016, our capital expenditure equaled EUR 477 million, an increase of EUR 163 million, as compared to EUR 314 million in 2015. Major items of capital expenditure in 2016 included investments in R&D equipment, test equipment, hardware for telco and cloud environment, plants, buildings and construction for transformation projects, repair or improvements of sites as well as intangible rights.

In 2016, our cash outflow from financing activities of EUR 4 923 million increased by EUR 4 343 million in comparison to our cash outflow of EUR 580 million in 2015. The increase in cash outflows was primarily driven by the repayment of long-term borrowings of EUR 2 599 million mainly including the redemption of Alcatel Lucent bonds and notes related to our capital structure optimization program, paid dividends of EUR 1 515 million primarily related to the payment of the ordinary and special dividends, purchase of equity instruments of subsidiaries of EUR 724 million related to the purchase of Alcatel Lucent shares and the equity component of the purchased Alcatel Lucent convertible bonds and EUR 216 million cash outflow related to the commencement of Nokia’s share repurchasing program.

Financial assets and debt

As of December 31, 2017,2018, our net cash and other liquid assetscurrent financial investments equaled EUR 4 5143 051 million and consistedconsisting of EUR 8 2806 873 million in total cash and other liquid assetscurrent financial investments, and EUR 3 766822 million of long-term interest-bearing liabilities and short-term borrowings.interest-bearing liabilities.

We hold our cash and other liquid assetscurrent financial investments predominantly in euro. Our liquid assets arecurrent financial investments mainly invested ininclude high-quality money-market and fixed income instruments with strict maturity limits. We also have a EUR 1 579 million undrawn revolving credit facility available for liquidity purposes. The facility has no financial covenants and was undrawn on December 31, 2018.

As of December 31, 2017,2018, our interest-bearing liabilities consisted of EUR 231 million notes due in 2019, USD 581 million notes due in 2019, EUR 500 million notes due 2021, USD 500 million notes due 2022, EUR 750 million notes due 2024, USD 500 million notes due 2027, USD 74 million notes due in 2028, USD 206 million notes due in 2029, USD 500 million notes due in 2039 and EUR 326294 million of other liabilities. The notes maturing in 2019, 2021, 2022, 2024, 2027 and 2039 are issued by Nokia Corporation, while the notes maturing in 2028 and 2029 are issued by Lucent Technologies Inc., a predecessor to Nokia of America Corporation (Nokia’s wholly-owned subsidiary, formerly known as Alcatel-Lucent USA Inc.). Refer to Note 23, Interest-bearing liabilities, of our consolidated financial statements included in this annual report on Form 20-F for further information regarding our interest-bearing liabilities.

In March 2017,August 2018, we executed capital markets transactions, including issuancessigned a loan facility agreement of EUR 500 million notes duefor financing research and development of 5G technology with the European Investment Bank (EIB). The availability period of the loan facility ends in 2021February 2020. The loan facility was not disbursed as of December 31, 2018 and EUR 750 million notes due 2024 and, pursuant to cash tender offers, purchaseswill have an average maturity of approximately five years after disbursement.

In December 2018, we signed a loan facility agreement of EUR 269250 million for financing research and development of notes due5G technology with the Nordic Investment Bank (NIB). The initial availability period of the loan facility ended in February 2019. Subsequently in February 2019, USD 86 millionthe availability period of notes due 2028the loan facility was extended until August 2019. The loan facility was not disbursed as of December 31, 2018 and USD 401 millionwill have an average maturity of notes due 2029. In June 2017, we executed additional capital market transactions, including issuances of USD 500 million notes due 2022 and USD 500 million notes due 2027 and, pursuant to cash tender offers, purchases of USD 419 million of notes due 2019, USD 140 million of notes due 2028 and USD 753 million of notes due 2029.

In June 2017, we exercised our option to extend our EUR 1 579 million revolving credit facility from June 2019 to June 2020. The facility has no financial covenants and remains undrawn.approximately five years after disbursement.

We consider that with EUR 8 2806 873 million of cash and other liquid assetscurrent financial investments as well as our EUR 1 579 million revolving credit facility, we have sufficient funds to satisfy our future working capital needs, capital expenditures, R&D investments, structured finance, venture fund commitments, acquisitions and debt service requirements, at least through 2018.2019. We further consider that with our current credit ratings of BB+ by Standard & Poor’s and Ba1 by Moody’s, we have access to the capital markets should any funding needs arise in 2018.2019.

We aim to re-establish our investment grade credit rating.

Off-balance sheet arrangements

There are no material off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors, except for the purchase obligations and leasing commitments, as well as guarantees and financing commitments disclosed in Note 30, Commitments and contingencies, of our consolidated financial statements included in this annual report on Form 20-F.

Capital structure optimization program

In 2015, we announced a two-year, EUR 7 billion program to optimize the efficiency of our capital structure (our “capital structure optimization program”). The capital structure optimization program was initially subject to the closing of the acquisition of Alcatel Lucent and the Sale of the HERE Business, as well as the conversion of all Nokia and Alcatel Lucent OCEANE convertible bonds. The Sale of the HERE business closed in December 2015. The result of the successful offer for Alcatel Lucent securities was announced on January 5, 2016 and 100% ownership was reached on November 2, 2016. However, not all convertible bonds were converted.

In 2017, we completed the following shareholder distributions as part of the capital structure optimization program:

§

ordinary dividend for 2016 of EUR 0.17 per share, totaling EUR 963 million, paid in June 2017; and

§

share repurchases totaling EUR 785 million to complete our EUR 1 billion share repurchase program commenced in November 2016.

Thereafter, we consider that the Capital Structure Optimization Program announced in 2015 has been completed.  

5549


 

Table of Contents

Structured finance

Structured finance includes customer financing and other third-party financing. Network operators occasionally require their suppliers, including us, to arrange, facilitate or provide long-term financing as a condition for obtaining infrastructure projects.

As of December 31, 2017,2018, our total customer financing, outstanding and committed, equaled EUR 655499 million, an increasea decrease of EUR 303156 million as compared to EUR 352655 million in 2016.2017. As of December 31, 2015,2016, our total customer financing, outstanding and committed, equaled EUR 213352 million. Customer financing primarily consisted of financing commitments to network operators.

Refer to Note 36, RiskFinancial risk management, of our consolidated financial statements included in this annual report on Form 20-F for further information relating to our committed and outstanding customer financing.

We expect our customer financing commitments to be financed mainly from cash and other liquid assetscurrent financial investments and through cash flow from operations.

As of December 31, 2017,2018, guarantees of our performance consisted of bank guarantees given on behalf of Nokia to its customers for EUR 1 678570 million (EUR 1 805678 million as of December 31, 2016)2017). In addition, Nokia Corporation issued corporate guarantees directly to our customers with primary obligation for EUR 1 114041 million (EUR 1 608114 million as of December 31, 2016)2017). These instruments entitle our customers to claim payments as compensation for non-performance by Nokia of its obligations under supply agreements. Depending on the nature of the instrument, compensation is either payable on demand, or is subject to verification of non-performance.

Financial guarantees and any collateral pledged that we may give on behalf of customers, represent guarantees relating to payment by certain customers and other third parties under specified loan facilities between such customers or other third parties and their creditors. Our obligations under such guarantees are released upon the earlier of expiration of the guarantee or early payment by the customer or other third party.

Refer to Note 30, Commitments and contingencies, of our consolidated financial statements included in this annual report on Form 20-F for further information regarding commitments and contingencies.

Venture fund investments and commitments

We make financing commitments to a number of unlisted venture funds that make technology-related investments. The majority of the investments are managed by Nokia Growth Partners which specializes in growth-stage investing, seeking companies that are changing the face of mobility and connectivity.

As of December 31, 2017,2018, our unlisted venture fund investments equaled EUR 661682 million, as compared to EUR 819661 million as of December 31, 2016.2017. Refer to Note 24, Fair value of financial instruments, of our consolidated financial statements included in this annual report on Form 20-F for further information regarding fair value of our unlisted venture fund investments.

As of December 31, 2017,2018, our venture fund commitments equaled EUR 396314 million, as compared to EUR 525396 million as of December 31, 2016.2017. As a limited partner in venture funds, we are committed to capital contributions and entitled to cash distributions according to the respective partnership agreements and underlying fund activities. Refer to Note 30, Commitments and contingencies, of our consolidated financial statements included in this annual report on Form 20-F for further information regarding commitments and contingencies.

Treasury policy

Treasury activities are governed by the Nokia Treasury Policy approved by the President and CEO and supplemented by operating procedures approved by the CFO, covering specific areas such as foreign exchange risk, interest rate risk, credit risk and liquidity risk. The objective of treasury’s liquidity and capital structure management activities is to ensure that we have sufficient liquidity to go through unfavorable periods without being severely constrained by the availability of funds to execute Nokia’s business plans and implement Nokia’s long-term business strategy. We are risk-averse in our treasury activities.

5650


 

Table of Contents

Significant subsequent events

Material subsequent eventsChanges in organizational structure

AfterNokia announced organizational changes to accelerate its strategy execution on October 25, November 22 and December 31, 2017 no material subsequent events2018. Starting January 1, 2019, Nokia revised its financial reporting structure to better reflect its strategy, organizational structure and the way it evaluates operational performance and allocates resources. As of the first quarter 2019, Nokia will have taken place.three reportable segments: (i) Networks, (ii) Nokia Software and (iii) Nokia Technologies. In addition, Nokia will disclose segment-level data for Group Common and Other. For each reportable segment, Nokia will provide detailed financial disclosure, including net sales and operating profit.

In addition, Nokia will provide net sales disclosure for the following businesses: (i) Mobile Access, (ii) Fixed Access, (iii) IP Routing and (iv) Optical Networks, which together comprise the new Networks reportable segment. Nokia will also provide separate net sales disclosure for its different customer types: (i) Communication Service Providers, (ii) Enterprises and (iii) Licensees. Net sales by region will be provided at the Group level.

Financing transactions

On February 4, 2019, Nokia repaid EUR 231 million 6.75% Senior Notes in cash at the maturity. 

On February 14, 2019, the availability period of EUR 250 million loan facility with the Nordic Investment Bank (NIB) was extended until August 2019.

On March 11, 2019, Nokia issued a tranche of senior unsecured notes in an aggregate principal amount of EUR 750 million. The notes will mature on March 11, 2026, and have a 2.00% fixed coupon.

 

5751


 

Table of Contents

Sustainability and
corporate responsibility

Sustainability and corporate responsibility

We create the technology to connect the world and we aim to do this in a responsible way.

We work together with key stakeholders to drive changetruly believe the positive impact of the technology and enable better lives, greater access to opportunity and a healthier planet. We design,solutions we create and deliver, our daily work, far outweigh any negative impacts. Communications technologies provide access to better healthcare and education, more efficient industry and resource use, economic opportunity, a more equitable, secure society, and a cleaner, safer planet. Every day we can change the world for the better.

We continue to work to enable a more socially, ethically and environmentally responsible world. We purposefully design technologies to drive social, environmental, and economic progress, and wherever we can, seek to harness the opportunities of connectivity and technology that can have a positive impact onfor people and our planet. We continue to put in place and further develop the world around us. Weprocesses, policies and programs that align with globally recognized ethical and responsible business practices and frameworks, puttingframeworks. We understand and aim to mitigate the potential risks and impact associated with our business across technology, supply chain, climate and people, while also driving the opportunities within and beyond our business to accelerate the achievement of the UN Sustainable Development Goals (SDGs).

Our greatest impact in accelerating realization of the SDGs remains in the development and delivery of our technology.  With the advent of such technologies as 5G, IoT, and AI, individuals and communities will be more economically and socially empowered. Through technology we are already seeing the initial efficiency promised by the fourth industrial revolution: smart cities that are more efficient, safer, cleaner and more secure; increased access to digital health; and better management of natural resources through digitalized utilities, building towards a purpose-driven economic model. As we move into a new era of technology, we also recognize and aim to mitigate potential risks, many already hotly debated in society as a whole. The social issues related to technology include automation and the changing landscape of jobs and talent acquisition, the role of AI and big data in privacy, the enhanced security of smart cities, the misuse of technology, and the impact of smart devices on society.

Security will be one of the cornerstones of new technologies. Even today, although we endeavor to develop products and services that meet the appropriate security standards, including effective data protection, we or our products may be subject to cybersecurity breaches, including hacking, viruses, worms and other malicious software, unauthorized modifications, or illegal activities that may cause potential security risks and other harm to us, our customers or consumers, and other end-users of our products and services. IT is rapidly evolving, techniques used to obtain unauthorized access or sabotage systems change frequently and the parties behind cyber attacks and other industrial espionage are believed to be sophisticated and have extensive resources. Fourth industrial revolution will no doubt accelerate this development as well. We continue to invest in risk mitigation actions, such as security culture and customer security requirement programs, IT security and cybersecurity operations, product and services security, breach management process and third party security management, in order to reduce the risks related to such illegal activity.

As regards privacy, we have established a comprehensive company-wide privacy program that is based on relevant laws, best practices, and standards. This program is supported by, and aligned with corporate, business-group, and central functions-level policies and processes. Our objective is to mitigate privacy risk in relation to the data we collect, process, and store. Essential to this approach is observing the concept of data minimization, meaning we endeavor only to collect personal data that is necessary for the purpose for which they are collected and to retain such data for no longer than necessary. We then implement appropriate controls to ensure that all personal data is only accessed by persons with a clear and justifiable need to know. Should a personal data breach occur, we have a formal process in place to manage and mitigate any related risk to data subjects. These processes also include mechanisms to communicate with supervisory authorities, should that be required. To drive and maintain privacy awareness, we have designed and delivered a program of awareness training targeting high-risk groups as well as all Nokia colleagues through a mandatory e-learning module. Employee responsibilities towards privacy are also covered in our Code of Conduct.

Other potential risks to our business and reputation are also evident. Corruption, unethical behavior, and a lack of respect for human rights and fair labor conditions in operations and supply chains remain growing concerns in many countries, resulting in the processes, policiesneed for greater transparency and programsintegrity from companies, going beyond the increasing regulatory sphere. However, we also believe the technology we provide can help other organizations increase transparency and efficiency. Climate change and the depletion of natural resources perhaps provide the most pressing social and business risk of our time. The potential effects of climate change are wide ranging, from the natural disasters that could affect our customers, our own operations, supply chain and the world economy, to achieve our aim.

We believerising energy prices, greater regulation, and materials scarcity affecting production. But we can achieve our greatestalso see the opportunity for the technology we develop to help others drive down their negative impact on the world’senvironment with energy efficient products, best use of materials, greater automation, and the digitalization of industries and society.

We have implemented a systematic and structured approach to risk management across our business operations and processes. Key risks and opportunities are primarily identified against business targets, either in business operations or as an integral part of financial planning. These key risks and opportunities are analyzed, managed, monitored and identified as part of overall business performance management. Risk management covers strategic, operational, financial, and hazard risks and the aim is to systematically capitalize on, control, and manage rather than solely eliminate risks.

Potential external global environmental, social, and ethical risks are discussed in more detail under the relevant topic areas below.

Our sustainability challenges by developingpriorities

In 2018, we continued to focus our corporate responsibility activities on the most material topics in relation to our business and enhancing solutions and technology that improve lives and provide greater opportunities for people. The continued development and rollout of 5G and IoT has the potential to socially and economically empower any individual. These, and other technologies can bring about smart efficiencies and improvements in cities, homes, and industry as well as improved access to digital health, greater public safety and a better climate. Our main business of delivering networks, technology solutions and services to operators, enterprises and institutions provides the greatest potential positive impact on sustainable development.

Materiality assessment and sustainability performance

Our sustainability approach is aligned with both our business strategy and focus, as well as the key material issues identified in our materiality analysis. Our sustainability priorities remain:are: to improve people’s lives with technology, to protect the environment, to conduct our business with integrity, and to respect our people. Sustainability and corporate responsibility issues are reviewed regularly at all levels within Nokia, including review and feedback from the Board of Directors and the Group Leadership Team.

Our material topics are based on factors which include our strategy and vision, risks and opportunities, feedback from stakeholder interaction, customer requirements, both macro and market trends, international sustainability frameworks, and the SDGs. In 2017,2018, we revisited and updated our materiality analysis. We analyzed current stakeholder requirements, our influence on sustainable development throughout the value chain, and further embedded the UN Sustainable Development Goals (“SDGs”). We

52


Table of Contents

SDGs into our business and corporate responsibility approach and activities, and report activity examples against all 17 SDGs not only the most material ones for our business, as we believe the technology we createprovide can haveplay a positive role in the achievement of all 17 SDGs.

For example, in June 2018, our President and CEO joined other CEOs across 11 major Nordic companies in engaging with the governments of the Nordic countries to explore ways to accelerate achievement of the SDGs across the region through collaboration between industries and civil society. Further in November, we were also acknowledged by the independent annual sustainability report review, commissioned by FIBS, Finland´s leading non-profit corporate responsibility network for our reporting on the SDGs in our 2017 People & Planet Report.

Overall in 2018 we focused on connectivity, its positive impact on all 17 SDGs, but place special focus onpeople’s lives, and the areas where we can achieve the greatest positive outcomes.

Based on the materiality analysis, we concentrate our efforts on the benefitscreation and delivery of connectivitymore sustainable and sustainableenergy efficient products environmental impactand services, circular economy, and climate change challenges. We work hard to ensurefurther improved the robustness of our ethical business practices through an ombuds network, and support the increasing need forsupported initiatives and activities around data privacy, modern slavery, and freedom of expression, supply chain responsibility and transparency, health & safety, and employee engagement as well as increasedand diversity. More details on our materiality assessment, including how we support the UN SDGs can be found in ourOur latest People & Planet Report can be found at www.nokia.com/people&planet.

Setting concrete targetsTargets and performance

In May 2017,2018, we publishedreported on our achievements against 25 targets in our People & Planet sustainability report online and setcurrent status of the 46 short and long-term targets for the periodwe had set in 2017, to 2030. We also specifically setincluding our science-based climate targets (SBTs) accepted in 2017. The table below is a short snapshot of some of our targets which can all be found online at www.nokia.com/sustainability.

Our key targets, and received approvalperformance

Targets

Achievements 2018

Status

2022 Helping our customers to connect the next billion measured by number of subscriptions in Nokia radio customers’ networks and by number of fixed network lines shipped to our customers.

At the end of 2018 the radio networks we delivered to our customers served around 6.1 billion subscriptions worldwide, compared to around5.5 billion at the end of 2016.

On-going – on-track

2025 Improve the life of 2 000 000 persons through our corporate and key regional community investment programs (cumulative from 2016 baseline) focusing our action on gender balance, education and health and on how Nokia products and services improve people’s lives.

In 2018, our corporate and key regional community investment programs had around 304 200 direct beneficiaries. Since 2016, already around 1 426 600 people have benefitted from our programs.

On-going – on-track

2030 GHG reduction of 75%, compared to the 2014 baseline (scope 3, use of sold products). (This target is accepted by Science Based Target initiative)

Scope 3 emissions included in SBT are on target.

On-going – on-track

2030 GHG emission reduction of 41%, compared to the 2014 baseline (Scopes 1&2). (This target is accepted by Science Based Target initiative)

Scope 1&2 emissions included in SBT are on target.

On-going – on-track

2018 Achieve at least 25% utilization of renewable electricity, compared to total purchased electricity.

27% of our total purchased electricity was from renewable sources.

Achieved

2020 180 suppliers setting emission reduction targets.

In 2018, 187 of our suppliers had emission reduction targets in place via CDP Supply Chain program.

Achieved

2018 Ethical Business training (EBT) completion: 95%.

In 2018, the training was completed by 95 % of employees.

Achieved

2018 Conduct a formal Human Rights Impact Assessment for the new Nokia product portfolio with an externally verified expert.

Human Rights Impact Assessment for the Nokia product portfolio was conducted with an externally verified expert between July 2018 and March 2019.

Achieved

2020 Comprehensive supplier sustainability risk mitigation (90% of Suppliers assessed with Satisfactory Sustainability Score and 100 on-site audits conducted per year).

74% suppliers achieved a satisfactory EcoVadis score (71% in 2017) and we conducted 75 audits (72 in 2017).

On-going – not on-track

2018 Achieve full traceability to the smelters in our supply chain and their conflict-free status (Mobile Networks).

97% of our suppliers have achieved full visibility to the smelters in our supply chain. 84% of smelters identified as part of Nokia's supply chain were validated as conflict-free or are active in the validation process. (The same percentages are valid both for Mobile Networks and Nokia Group.)

Not achieved

2020 Achieve full traceability to the smelters in our supply chain and their conflict-free status (Nokia Group).

On-going – on-track

2018 100% of all suppliers delivering high risk activity to be assessed using Nokia H&S Supplier Maturity Assessment Process.

100% of suppliers delivering high risk activities were covered by H&S Maturity Assessments and 89% of assessed suppliers met “H&S compliant supplier”-status. (Compliant=3/5 scores).

Achieved

2020 Sustained focus on CEO-sponsored Nokia Culture Principles.

In 2018 we continued to measure the favorability of employee perceptions with an anonymous employee survey (CCT). Two CCT target question scores (company direction = 80%, culture direction = 79%) remain in green, albeit the average for % favorability for these two CCT target questions was 2% down on 2017.

On-going – on-track

53


Table of Contents

2020 Increasing the % of women in leadership by 25% (baseline 2016).

In 2018, we had 15.3% women in leadership positions, down from the 2016 baseline of 15.5%. We continue working, within our five-year gender balance action plan, towards the 2020 target.

On-going – not on-track

Recognitions

In 2018, we were again recognized by a number of sustainability evaluation platforms for our science based targets on carbon emissions both for our products in use and for our operations.work. We were the first major telecoms vendor to set these targets, showing our true commitment to take action in the fight against climate change.

EcoVadis is one of the evaluation platforms through which we provideprovided annual sustainability information to EcoVadis for evaluation which iswas then shared with customers as requested. In 2017, we were inWe again made it into the top 1% of suppliers assessed, achieving excellent scores in environment, sustainable procurement, and labor practices. We also retained forAlso, as a second consecutive year our listing as Industryresult of Sustainalytics ESG Rating published in February 2018, we were judged to be amongst the best, at leader in the Communications Equipment (“CMT”) sector of the Dow Jones Sustainability Indices (“DJSI”). We are listed in both the World and European DJSI indices.

level.

Other recognitions included being ranked at leadership level in the CDP for our work on and disclosure of climate change data and2018 included being listed in the Europe, 120Eurozone, and EurozoneWorld 120 indices of Euronext Vigeo. We were also reconfirmedVigeo, as a constituent of Ethibel Sustainability Indices and were amongwell as being again amongst the Corporate Knights Global 100 Most Sustainable Corporations in the worldworld. Besides the SDGs reporting award given by the Finnish Corporate Responsibility business and civic community mentioned earlier, we were very proud to be recognized by the same group of organizations in 2017.

We implement a varietytwo other categories: winning Finland’s sustainability report of mitigation processes and procedures to deal with any day-to-day potential environmental, social and ethical risksthe year for the first time in our daily business. Potential external global environmental, social,history, and ethical risks are discussed in more detail underbeing chosen as the relevant topic areas below. investors’ favorite report.

We have provided detailed reports on our progress and performance in sustainability and corporate responsibility matters annually since 1999, and online for over a decade. For further information, refer to our People and& Planet report,Report, which is prepared in accordance with the GRI Standards and UN Global Compact sustainability reporting guidelines, at http://www.nokia.com/en_int/about-us/sustainability.

58


Table of Contents

Improving people'speople’s lives through technology

Our customers’ radio networks’ customers provide service fornetworks serve around 5.76.1 billion subscriptions worldwide. We have set aworldwide, an increase of 0.4 billion on the previous year. Our public target of helpingremains to help our customers connect the next billion, based on 2016 baseline, measured by number of subscriptions in ourNokia radio customers’ networks and by number of fixed lines shipped to our customers.

1 bn

We have set the target of helping our customers to connect the next billion by 2022

44%43%

The networks we modernized brought on average energy savings of 44%43% for our customers

We have continuedIn India we announced the launch of the Smartpur project in May 2018 that aims to develop our500 digitally integrated and sustainable villages across India in line with the government's vision of Digital India. In phase 1 of the project, a pilot was rolled out in Haryana and Tamil Nadu with the Digital Empowerment Foundation (DEF), who will work as the implementation partner to develop ten such villages in each state.

The public safety portfolio and Nokia Saving Lives project demonstrates the power of technologycommunity has long called for mobile broadband to support its mission to save lives by combininglives. With the adoption of LTE mobile communicationsbroadband technology, with drones and applications like real-time high-definition video and infrared camera. We have also now included a humanitarian aid category into the Nokia Open Innovation Challenge 2017. Nokia ViTrust, using LTE, enables public safety networks to deliver real timecan benefit from the advantages of fast and reliable broadband data and real-time video services, opening up new communications possibilities for rescue missions and disaster recovery situations. In 2018, we launched the Advanced Command Center. The solution is a step towards next generation 911 and 112 standards, enabling rich media call taking, 360-degree situational awareness through video and data services that greatly enhance situational awarenessIoT, and enhanced multi-agency cooperation through virtual emergency response time in emergencies when every second counts.centers.

We alsocontinued our work closely with Non-Governmental Organizations (“NGOs”),NGOs, customers, and communities inas part of our corporate community investment.investment (CCI). Our strategic socialkey themes are:remained as: connecting the unconnected, empowering women, and saving lives. In 2017, as part of2018 we continued our community programs we collaborated with others to realize programs in gender diversity that encouragegreenlight4girls program globally, encouraging girls into Science Technology Engineering and MathematicsSTEM and technology careers such as greenlight4girls (see www.greenlightforgirls.org) and CodeBus Africa (www.finland100africa.fi)(www.greenlightforgirls.org).

We look for initiatives where technology can make a positive contribution to people’s lives. For example, in India we support thefurther developed our work with Save the Children led Forecast Applicationin Myanmar and India, on child development and disaster preparedness respectively, and our programs with Unicef in Indonesia on health, as well as a new project in Kenya on last mile connectivity for Risk Management (“FARM”) initiative which is a pioneering initiative that would enable farmers to reduce input costs and risks of crop failure by taking informed farming decisions and investing the savings in their children and families. This technology aims to galvanize the farmers against the ill-effects of changing climatic patterns. It is currently being implemented in Nagapattinam district, Tamil Nadu.schools.

Protecting the environment

We believe that we have more opportunities than risks related to the environment. Our key potential environmental risks are the adverse effects resulting from climate change as well asAs a company with global operations, natural and man-made disasters, inmany of which are said by scientists to become more frequent and severe due to climate change, may affect countries where we have manufacturing or suppliers. These effects could includehave a material adverse impact on our ability to supply products and services, and therefore on our potential sales. We recognize that we provide products and services globally, which inevitably affects the environment as manufacturing, distributing, and operating these products require energy and other resources. However, we believe that the opportunities our technology provides and the measures we have taken in our operations can positively contribute to counterbalancing these negative impacts.

We are committed to protectingminimize the environment and to the fight against climate change by makingimpact of our operations eco-friendly and reducing the energy usage of theour products we deliver to our customers. We have in placeuse through a mature, robust environmental management system, putting in place the process, procedure, and company-wide environmental policy and procedures. We also provide for estimated costs of environmental remediation relating to soil, groundwater, surface water and sediment contamination when we become obliged, legally or associatively, to perform restorative work on current and/or legacy sites.

Our greatest environmental contribution comes from improving the energy efficiency of our products and solutions in use, as well as driving the positive impact digital technology can have in the world. Our environmental managementa global level. The system helps us to monitor our progress and identify ways to improve further. We manage ourneeded improvements. Our own operational footprint through continued certification tois certified under ISO 1400114001:2015 environmental management system standard and our performancethe current coverage of employees within the scope of that certification is audited regularlyaround 83%.

We constantly strive to drive down the energy required by external auditors. We apply a circular economy approach, for example, offering an Asset Recovery Service, including remanufacturing, reuse and recycling of older equipment as part of product lifecycle management. In 2017, through our voluntary programs, we sent around 2 600 metric tons of old telecommunications equipment for materials recovery and we remanufactured or reused approximately 68 000 units.

Energy efficiency and responsible waste management remain key objectives in our operations. Working with the Science Based Targets (“SBT”) initiative we have set the long-term target of reducing emissions from our operations by 41% by 2030, against 2014 baseline year. Read more at www.sciencebasedtargets.org. In 2017, we were well on track towards the target. As a main element of the Scope 1 and 2 emissions, our total energy consumption across our facilities decreased by 3% as compared to 2016.

Targeting zero emissions

In terms of our products in use we have also set an SBT target for scope 3 emissions – and particularly for emissions from customer usein our customers’ communications networks, helping them to reduce their carbon footprint as this is by far the greater part of our products. We target to reduce these emissions by 75% by 2030 compared to 2014 baseline, and are currently on track. We also further developed our zero-emissions radio network offering, which now includes some 20 products and services. We explored the use of liquid cooling for base station sites as well as investigating the capacity to capture waste heat from the base stations and use it as useful heat e.g. for heating buildings. We have delivered zero emission products to 120 customers around the world, helping them reduce their emissions. Modernization is a key component to enable greater energy efficiency. In 2017, the customer base-station sites we modernized used on average 44% less energy than those where our customers did not modernize. This reduces the environmental impact of electricity consumption and is directly reflected as increased financial benefits for our customers.

own carbon footprint.

5954


 

Table of Contents

As part of our circular economy approach, we offer refurbishment, reuse and recycling of older equipment under our Asset Recovery program, as an integral component of the product lifecycle management. In 2018, we sent around 4 100 metric tons of old telecommunications equipment for materials recovery and we refurbished or reused approximately 56 000 units.

Energy efficiency and good waste management remain key in our operations. Our long-term Science Based Target, www.sciencebasedtargets.org, is to reduce operational emissions by 41% by 2030, against 2014 baseline. In 2018, for example, our electricity consumption across our facilities decreased by 3% as compared to 2017 and 27% of our total purchased electricity was from renewable sources. These actions reduce our Scope 1 and 2 emissions and help us in reaching the long-term climate target.

Zero emissions and liquid cooling

Our SBT target for scope 3 emissions covers emissions from customer use of our products, by far the greater part of our total carbon footprint. Our target is to reduce these emissions by 75% by 2030 compared to 2014 baseline. We are currently on track. In 2018, we continued to develop and offer our zero-emissions radio network solutions, including energy-saving software features and services. Our work with liquid cooling for radio base stations, which removes the need for energy-hungry air cooling systems and allows the potential to recapture wasted heat and redirect it to be used in the heating of buildings, also took a major step forward in 2018. In late November, we announced the first commercial deployment of our liquid-cooled base station solution in a Helsinki apartment block. We worked with Elisa, one of Finland’s main telecom operators, and other parties.

In 2018, we delivered zero emission products to around 140 customers globally, helping them reduce their emissions. Modernization of legacy networks drives improved energy efficiency. The customer base-station sites we modernized used on average 43% less energy than those where our customers did not modernize. Not only does this reduce environmental impacts, it also provides an improved financial upside for our customers.

We have aligned our climate related disclosures, including risks, in our CDP report according to the guidance of the Task Force on Climate-related Financial Disclosures (TCFD).

Conducting our business with integrity

We applyconsider our long-standing reputation for acting with unyielding integrity as our most important asset. Throughout our more than 150-year history we have developed and maintained a culture of high integrity, where each and every employee holds responsibility and accountability for our ethical values. Corruption, unethical behavior, and a lack of respect for human rights and fair labor conditions are major obstacles to development in many countries. Calls for greater transparency and increased integrity are growing as is increased regulation. As we build on our long tradition of integrity, we strive every day to ensure that excellence and innovation also define compliance at Nokia. Our compliance program and processes have remained agile against the backdrop of an ever-shifting risk landscape, as issues such as privacy, information security and trade compliance take on ever-greater importance. By upholding high standards of ethics and human rights in our own activities and throughout our value chain, we can be part of a positive solution. Neglecting these issues would present a major risk for our reputation and our business.

To mitigate the risks, our Code of Conduct is applied across our operations which allows us to protect our reputation and to help build and maintaingreater personal integrity across our employee base, from top management to individual employees. This is further supplemented with a Code of Ethics applicable to Nokia’s President and protect our reputation.Chief Executive Officer, Chief Financial Officer, Deputy Chief Financial Officer and Corporate Controller (the “Officers”). The Code of Conduct includessets down the key principles and practices of our ethical business approach and provides clear guidance to our employees as well as other stakeholders we work with. The Code of Conduct is further enhanced by 14 key business policy statements for 14 topics, includingwhich cover: Improper Payments/Anti-Corruption, Conflict of Interests, Fair Competition, Privacy, Dealing with Government Officials, Intellectual Property & Confidential Information, Working with Suppliers, Trade Compliance, Insider Trading, Health, Safety & Labor Conditions, Controllership, Fair Employment Practices, Human Rights, Environment, and Workingoperational guidance on third-party screening and corporate hospitality. In 2018, we also deployed a separate code of conduct for third parties, along with Suppliers. We emphasize the implementation and understanding of the Code of Conduct across our workforce, sales and supplier interactions. relevant training.

Our employees are expected to complyengagement on these issues with our Code of Conduct.employee base continued in 2018. Our Ethical Business Training was again mandatory for all employees. In addition, employees are expected to successfully complete a2018, the training module on ethical business practices. In 2017, 86%was completed by 95% of our employees, completed this training against ourreaching the target of 95%. We will continue and strengthen our efforts to increase the completion percentage of this training in order to meet or exceed this target in 2018.

Anti-corruption and bribery

Our Code of Conduct covers for example anti-corruption and bribery issues and is further supported by our internal Anti-Corruption Policy. AsWe employ a global company working in many countries aroundmulti-faceted approach to anti-corruption issues. We have clear and unequivocal policies concerning improper payments, facilitation payments, gifts and hospitality, sponsorships and donations, and other risk areas. We carry out training and regularly communicate to our employees regarding risks, and we review these risks and our mitigation measures with the world,company’s senior leadership and Audit Committee. We conduct periodic audits and risk assessments to ensure that we naturally can face risks relatedidentify and respond to corruption and bribery. To mitigate those risks weanti-corruption risks. We also have instigated a Compliance Controls Framework ("CCF")(CCF). This is a bottom-up exercise which includes internal gap-analysis workshops and localized risk mitigation plans. As per our target, for 2017, the Ethics & Compliance team together with relevant senior leaders carried out 2022 CCF reviews during 2017.2018. We also use face-to-face training, open communication and leadership roundtables. For example, we held specific anti-corruption training targeting supplier and customer facing employee groups which have been identified as groups who may face the greatest potential risk. We performcarried out risk-based due diligence procedures for different categories of third parties (suppliers and business partners) to assess and to manage potential risks related to engaging and working with them. We also screen new suppliers as part of our anti-corruption supplier program, using two levels of screening according to perceived risk. If issues

Targeted training is delivered via multiple mediums, ranging from online courses to instructional videos to face-to-face training. In 2018, anti-corruption training was delivered to business groups; to relevant stakeholders; to regional groups, including country engagement sessions; and to service companies, with over 7 800 individuals receiving face-to-face training in the 236 live training sessions held across the globe. We also celebrated Nokia’s Integrity Day on November 8, 2018, where face-to-face events were held at 90 sites across the world with over 7 500 employees enthusiastically participating in our numerous events that are identified during screening, additional information or actions are required of the supplier, or the supplier is rejected and cannot be used. aimed at creating awareness.

Oversight and grievance mechanisms

LeadershipIn 2018, as in previous years, leadership involvement and oversight of ethics and compliance arewere provided by the Board via the Audit Committee, which convened nineeight times in 2017,2018, and covered ethics and compliance topics in fivesix of those meetings. Compliance management is further supported by both global and regional compliance committees. Employees and external stakeholders are urged to report any ethical misconduct using our dedicated Nokia EthicsPoint channels via email, phone or online, anonymously if desired.

55


Table of Contents

In 2017,2018, our Ethics & Compliance office received 678887 concerns, of which 257248 were investigated by Ethics & Compliance Investigationsour Business Integrity group as alleged violations of our Code of Conduct. We also implemented corrective actions including 4724 dismissals and 4516 written warnings following these and other investigations. Specifically, two concerns were received as alleged violations of our anti-bribery policies, involving third parties, but neither of these concerns was substantiated. The Ombuds Program continues to be deployed across the globe to further strengthen our speak-up culture. The vast network of 200+ Local Ombuds Leaders actively promotes the program and serves as confidential and neutral resources for employees that have compliance questions and concerns. In 2018, 8% of Ethics Helpline cases were reported through our ombuds channels, clearly showing a steady increase in utilization.

We were honored by the Ethisphere Institute both in 2018 and in 2019 as one of the World’s Most Ethical Companies, owing to our strong compliance program, culture, and bold vision for the future.  

Human rights – Freedom of expression and privacy

Our human rights work is guided by the Code of Conduct and thetogether with our Human Rights Policy. We feel that more connectivityPolicy sets out our approach to human rights. Our Human Rights Due Diligence process, which is better than lessembedded in our global sales process, provides the mechanism and that the technologies we provide are a social good that can supporttools to effectively deal with our most salient human rights by enabling free expression, access to information, exchange of ideas and economic development. However, we have identifiedrisks arising from the potential misuse of the products and technology we provide, as the most salient human rights risk in our operations.provide. We aim to ensure the technologiestechnology we provide areis not used to respect, and not to infringe human rights. We have also identified potential human rights, related risks in our supply chain. Please read more about how we manage our supply chain, including the KPI on conflict-free smelters, in the “Responsible sourcing” section.

Freedomright to privacy, freedom of expression and privacyassembly. In addition to potential product misuse, our biggest human rights risks lay in our global supply chain. Our supply chain risks and activities are further discussed in the Responsible Sourcing section below.

In 2017, to increase transparency,2018, we became the first telecoms vendor to publish realundertook an internal product-related Human Rights Impact Assessment conducted by an external human rights due diligence cases to increase the dialogue and understanding of the issues vendors can face. We run human rights due diligence processesexpert. This assessment will help us identify areas for improvement or further development. It also serves as preparation for a full blown external Human Rights assessment in 2019 as part of our global sales process, to further mitigate the potential risks of product misuse. In March 2017, we took a seat on the board ofcontinued membership in the Global Network Initiative (“GNI”) as(GNI). The GNI is a full membermulti-stakeholder group of companies, civil society organizations (including human rights and as the firstpress freedom groups), investors, and only telecommunications equipment provider. The former Telecommunications Industry Dialogue was disbanded as the majorityacademics working together to protect and advance freedom of its members have taken up membershipexpression and privacy in the GNI.ICT sector. The internal and external assessments are carried out against the GNI Guiding Principles available on the GNI website at www.globalnetworkinitiative.org.

In June 2017, we published ourCombatting modern slavery

Our work on Modern Slavery Statement. While it is often perceived that ICT may enable manycontinued in 2018, as we worked with other members and advisory organizations to define the longer-term strategy and activities related to modern slavery, it is our mission to help find ways in which the technology we provide can be used to eradicate modern slavery. We work with others in the industry to identify ways through which we can, as an industry, contribute with concrete solutions to tackling some of the issues related to modern slavery. To this end we co-hosted a multi-stakeholder event to increase the cooperation and dialogue aroundTech against Trafficking initiative launched in June 2018. The initiative looks at the role of digital technology in tacklingcombatting modern slavery, and is initially mapping and analyzing the landscape of existing tech-focused solutions that tackle modern slavery. Moving forward,During the year we will also continue to call on other ICT companies to join us in this dialogue.published our second Modern Slavery statement.  

Responsible sourcing

Whereas ourOur Code of Conduct primarily directs how we work in Nokia, but we also encourage our suppliers to support our Code, which is supplemented with our Supplier Requirements. Our Supplier Requirements commonare applied to all Nokiaour suppliers, is part of theincluded in supplier contract appendices with suppliers and detailsdetailing our requirements related requirements fromto suppliers. Nokia SupplierThe Requirements contain requirements oncover such responsibility related domainstopics as environment, security, privacy, risk management, human resources management and health. We run robustfurther carry out assessments and audits of our suppliers, as well as training, with our supplier network to support them in meetingensure they meet our ethical standardsrequirements and improving performance where necessary.continually improve on their performance.  

In 2017,2018, we implemented 393364 supply chain audits (390(393 in 2016)2017), which included 72including 75 on-site audits on Corporate Responsibility topics; 47corporate responsibility topics: 38 were on-site audits against our supplier requirements and 274251 suppliers were assessed using the EcoVadis scorecards. Additionally, we runWe also ran training workshops for suppliers operating in high-risk countries. In 2017,2018, we organized online training for example on management of climate change, conflict-free sourcing and conflict minerals,corporate responsibility topics, and we arranged face-to-face training workshops establishing improvement plans and actions for 253actions. These trainings covered altogether 393 suppliers. An extract fromWe continued our work with the Nokia Supplier Requirements document showingJoint Audit Committee (JAC), a summarygroup of our major customers who collaborate to drive improvement and transparency in supply chain management. In 2018, we signed an agreement with the corporate responsibility requirements is available online at www.nokia.com/people&planet.JAC organization to participate in the JAC Academy involving common training of supply chain auditors.  

We also carry out Health & Safety remained a key component of our work with suppliers, particularly through our H&S Maturity Assessments with those high-risk suppliers covering those who for exampledrive, work at height or with electricity. In 2017, we assessed 975By the end of 2018, 100% of suppliers delivering high-risk activity had been assessed using our H&S Maturity Assessment Process and 81%89% of assessed suppliers met “H&S compliant supplier”-status. By

The potential risks associated with the endmining and minerals trade of 2018 we targetmetals that provide key minerals in electronic components may include impacts related to increasemilitary conflict, human rights violations, as well as negative environmental impacts. This is one reason why the percentage of suppliers meeting H&S compliant supplier status to 90%.

The traceability of our materials and ensuring our products are conflict-free is a priority for us, which is also reflectedas evident in our Conflict Minerals Policy. Policy which can be found online. While our focus has previously been on tin, tantalum, tungsten and gold, in 2018 we also added cobalt into our due diligence scope.

In 2017, 83% (84%2018, 84% (83% in 2016)2017) of smelters identified as part of ourNokia’s supply chain have been validated as conflict-free or are active in the validation process. In our Mobile Networks business we target to achieve full traceability ofOur Conflict Minerals Report was also updated during the smelters in our supply chain and their conflict-free status by

60


Table of Contents

the end of 2018, and achieve full traceability at the Nokia Group level by the end of 2020. Refer to our conflict minerals report availableyear. It can be found at http://www.nokia.com/en_int/about-us/sustainability/downloads.

We continued our work closely with our supply chain through the CDP Supply Chain Program, to jointly createcreating environmental improvement programs and betterimproving our upstream indirect emissions that occur in our valuethe chain. In 2017, 2922018, 314 of our key suppliers responded to the CDPs request to disclose their climate performance information and 153 (127 in 2016)187 also provided emission reduction targets.  With this result,For the first time, we have achieved our target to havealso had 150 suppliers setting emission reduction targets by endresponding on the water aspect via the CDP program.

All of 2018.our above mentioned assessment programs were incorporated into the sustainability pillar of our Supplier Performance Evaluation.

56


Table of Contents

Respecting our people

The market for skilled employees in our business isremains extremely competitive. Our workforceThe ability to attract, motivate, and keep talent has fluctuatedan impact on how well we are able to manage our revenue and cost-related opportunities and risks. Ongoing strategy implementation to achieve our business goals has over recent years as we have introduced changesmeant fluctuation in our strategy to respond to our business targets and our endeavors. Suchworkforce. The effects of such changes and uncertainty have caused, and may in the futurecan cause disruption among employees as well asand even fatigue, due to the cumulative effect of several reorganizations over the past years. As a result, we believe it is therefore essential that we work on creatingcontinue to build a motivational corporate culture that is motivational, based onprovides equal opportunities,opportunity and encourages creativityfosters innovation and continuous learning to meet the challenges.learning.

In 2018, the average number of employees was 103 083 (101 731 in 2017 and 102 687 in 2016). The total amount of salaries and wages paid in 2018 was EUR 6 356 million (EUR 6 456 million in 2017 and EUR 6 275 million in 2016). Refer to Note 10, Personnel expenses, of our consolidated financial statements in this annual report on Form 20‑F.

The table below shows the average number of employees in 2018, by geographical location:

Region

Average number of employees

Finland

6 159

Other European countries

34 362

Middle East & Africa

3 747

China

17 214

Asia-Pacific

23 066

North America

14 247

Latin America

4 288

Total

103 083

In 2018, we continued to measureagain measured the favorability of employee perceptions across a wide variety of topics about company and culture with an anonymous employee survey. The survey result rose from 76% to 80% favorabilitywas 79.5% favorable towards the company.company, down by 2%, as measured by the average of the two target questions. The target question “Overall, as a company, Nokia is heading in the right direction”  was 80% favorable, down 3 points from 2017 and the other target question “Overall, Nokia’s culture is heading in the right direction” was 79% favorable, off one point from 2017.  In 2018, we aim to continue strengthening our employee engagement understanding by exploring new means to capture employee opinion, for overall perceptions of Nokia as a company andengaged employees with initiatives which helped apply our cultural direction,principles. We concentrated on global webcasts, educational and fun cartoon strips, a roving reporter who discovered true cases of the company spirit, as well as team dynamics. through applied neuroscientific solutions. 

We offer training,are committed to employee development programs, comprehensive reward packages and flexible working as part ofcareer growth. In 2018, we conducted multiple sessions on equipping employees on how to manage personal and career development. In addition, we maximized visibility by promoting our effort to motivatepersonal and show that we value our employeescareer development offering including coaching, mentoring, personal development plan, regular quarterly dialog, 360° feedback, Harvard Manage Mentor, Insights, and the work they do.Team Management Profile. In 2017,2018, we also introduced global volunteering guidelines allowing allincluded job rotations to our internal job market. With job rotations we give employees the opportunity to carry out two working days per yeartest drive new functional areas and develop new competences.

To nurture the learning culture, we introduced the Learning Index, measuring formal and social learning. Employees are awarded points for learning and sharing activities, where critical, priority-based learning is allocated bonus points. With the Learning Index, we are able to track our commitment as a volunteer. 

In 2017,an organization to learning and sharing knowledge. Overall in 2018, each employee spent an average of approximately 1634 hours on training (19(16 in 2016)2017). Additionally, we arrange a one-hour dialog session every quarter between the line manager and each team member, which covers objective setting and review of results, individual development, employee well-being and engagement, coaching by the line manager, and mutual feedback.

Diversity,We again emphasized diversity, inclusion and anti-discrimination areas a key topremise of our employee makeup. On March 8, 2017, International Women’s Day, our CEO Rajeev SuriIn 2018, we trained around 900 managers on inclusive leadership best practices.  We signed the United Nations Women Empowerment Principles, stating thatNations’ Global Standards of Conduct, which specifically pledges for LGBT+ rights at the workplace.  Our Chief Legal Officer and Head of Nokia Technologies, Maria Varsellona, is committedthe sponsor of the LGBT+ community rights at Nokia. We also contributed to doing its parta Europe-wide commitment to eliminateinclusion by signing a pledge of the disparityEuropean Round Table of Industrialists (ERT). ERT and Nokia Chairman of the Board, Risto Siilasmaa, as the sponsor of inclusion, call for a series of inclusion actions to help maintain and strengthen the workplace, and society. We reached our gender goal of 40% of the Board of Directors being women by 2020. In 2018, approximately 15.3% (15.2% in technology companies between men and women. We have a Diversity Steering Committee that makes decision proposals to the Group Leadership Team and steers our various diversity programs.  In September 2017, our CEO also signed a letter of cooperation with UNESCO to promote gender equality, women’s empowerment and women’s leadership. In 2017, approximately 13% (14% in 2016)2017) of our senior managementleadership positions were held by women and around 2 300 leaders and employees were trained on gender balance topics, against the target of 2 000.women. In total, women accounted for 22% (22% in 2017) of ourNokia’s workforce in 2017.2018.

Labor conditions

Our labor conditions are founded on our Code of Conduct, provides the basis for our labor conditions, and is underpinnedsupported by a comprehensivefull set of global human resources policies and procedures that enable fair employment. We adhere to the International Labor Organization (“ILO”)(ILO) Declaration on Fundamental Principles and Rights at Work and wherever we operate we meet the requirements of labor laws and regulations and oftentimes strivewherever we have operations, in many instances where possible attempting to exceed those laws and regulations.

We strivework hard to ensure decent working conditions and fair employment, consideringtaking into account both international and local laws and guidelines.  

Health and safety isremains a key priority for us.

We implement training, analysis, assessments and consequence management to address job-related health and safety risks through training, analysis, assessments and consequence management.risks. We have put in placerun a wide range of programs to improvetargeted at constantly improving our health and safety performance, while also encouraging employees and encourage reporting ofcontractors to report near misses and dangerous incidents by employees and contractors. Asincidents. We see the highest risks exist withrisk in the health and safety of our contractors who for example work at height or with electricity,electricity. Consequently, we have therefore set KPIsstringent key performance indicators related to the supplier Health and Safety Maturity Assessment Process, which are described in the Responsible sourcing section above. In April 2017,Process. Internally, we launched a newcontinued to build on our corporate wellness program Healthier Together, encouraging and enabling active lifestyleproviding opportunities for all employees to enjoy an active lifestyle and contributing to making Nokia a healthy place to work.

57


Table of Contents

Making change happen together

ToWe understand in order to achieve the greatest impact in our sustainability goals,work to help achieve the SDGs, we collaborate closelyneed to work with a broad range of stakeholders, including our customers, suppliers, customers, non-governmental organizations (“NGOs”)(NGOs), academia, governmental organizations, authorities and industry peers, not only supporting them in achieving their sustainability goals but also driving the sustainability of our products and solutions.other industries.  

Cooperating with others in our industry and beyond

In 2017,2018, we remained a member ofheld memberships in, for example, the United Nations Global Compact, Global e-Sustainability Initiative, CDP supply chain program, Global Network Initiative, Climate Leadership Council, Digital Europe, Responsible Mineral Initiative (formerly Conflict-Free Sourcing Initiative), GSMA Humanitarian Connectivity Charter and several standardization and university cooperation groups. We have furthercontinued our structured engagement with the World Economic Forum, the Broadband Commission and ITU Telecom World, amongst others.

Working with NGOs

Based onCore to our Corporate Community Investment approach, we set awork is the longer-term target of improvingto improve the lives of 2 000 000 people between 2016-2025over the period 2016 to 2025 through our corporate and key regional communitysocial investment programs, focusingprograms. In 2018, we again focused our action on gender balance, education,connectivity, and health, and on how our products and servicesthe use of technology to improve people’s lives. By the end of 2017, already2018, around 1 122 400426 600 people have directly benefitted from our programs.

In addition2018, we continued our support for the UNICEF mHealth program in Indonesia which uses technology to transform and ensure the delivery of health and nutrition services. We also undertook a UNICEF program to connect schools in Kenya using our technology. The multi-year signature programs for exampleprogram with Save the Children in Myanmar again emphasized early childhood care and Greenlight for Girls, in 2017 we supported new signature programs such aseducation development centers. Our offices around the Unicef mHealth program in Indonesia (http://unicefstories.org/tech/mhealth/)world also continued to run greenlight4girls days inviting local schoolgirls, many from less privileged backgrounds, to experience technology and HundrED (www.hundred.org/en). In addition to these, we haveencourage them into STEM education. We also worked with several other organizations to activate childrenlocal NGOs within tens of our sites, providing support for the surrounding communities and youth to innovate and be empowered through technology.common volunteering experiences for our employees.

6158


 

Table of Contents

Shares and share capital

EmployeesShare details

Nokia has one class of shares. Each Nokia share entitles the holder to one vote at General Meetings of Nokia.

As of December 31, 2018, the total number of Nokia shares was 5 635 945 159 and our share capital equaled EUR 245 896 461.96. As of December 31, 2018, Nokia and its subsidiary companies owned a total of 42 782 966 Nokia shares, representing approximately 0.8% of the total number of the shares and voting rights of the company.

For information on remuneration and shares held by the Board of Directors, the President and CEO and the other members of the Group Leadership Team, refer to “Corporate governance—Corporate governance statement and —Compensation”. For more information regarding corporate governance at Nokia, refer to “Corporate governance—Corporate governance statement” or to our website at http://www.nokia.com/en_int/investors/corporate-governance.

On February 2, 2018, Nokia cancelled 207 897 644 shares. 

In 2017,2018, under the authorization held by the Board of Directors, we issued 424 500 new shares following the holders of stock options issued in 2012 and 2013 exercising their option rights. In addition, we issued 4 014 000 new shares without consideration to Nokia to be transferred to fulfil our obligation under the Nokia Equity Programs.

In 2018, under the authorization held by the Board of Directors, we issued a total of 13 220 987 treasury shares to our employees, including certain members of the Group Leadership Team, as settlement under Nokia’s equity-based incentive plans. The shares were issued without consideration and in accordance with the plan rules. The total number of treasury shares issued represented 0.2% of the total number of shares and the total voting rights as of December 31, 2018. The issuances did not have a significant effect on the relative holdings of other Nokia shareholders, or on their voting power.

Information on the authorizations held by the Board of Directors in 2018 to issue shares and special rights entitling to shares, to transfer shares and repurchase own shares, as well as information on related party transactions, the shareholders, stock options, shareholders’ equity per share, dividend yield, price per earnings ratio, share prices, market capitalization, share turnover and average number of employees was 101 731 (102 687shares is available in 2016the “Corporate Governance—Compensation”, “Financial Statements” and 56 690 in 2015). The total amount of salaries and wages paid in 2017 was EUR 6 456 million (EUR 6 275 million in 2016 and EUR 3 075 million in 2015). “General facts on Nokia—Shares” sections.

Refer to Note 9, Personnel expenses,20, Shares of the Parent Company, of our consolidated financial statements included in this annual report on Form 20‑F.

The table below shows the average number of employees in 2017, by geographical location:

Region

Average number of employees

Finland

6 359

Other European countries

32 698

Middle East & Africa

3 954

China

17 829

Asia-Pacific

22 179

North America

14 910

Latin America

3 802

Total

101 731

62


Table of Contents

20-F for further information regarding Nokia shares.

Dividend

The Board of Directors proposes a dividendthat the 2019 Annual General Meeting authorizes the Board to resolve on the maximum annual distribution of EUR 0.190.20 per share to be paid quarterly during the authorization period. The annual distribution would be paid as quarterly dividends from retained earnings and/or assets from the fund for 2017.invested unrestricted equity.

The proposed dividend is in line with our distribution target. The dividend to shareholders is Nokia’s Boardprincipal method of Directors is committeddistributing earnings to proposing a growing dividend, including for 2018. On a long-term basis,shareholders. Over the long term, Nokia targets to grow thedeliver an earnings-based growing dividend by distributing approximately 40% to 70% of diluted earnings per share (“EPS”)(EPS), excluding unallocated items*items(1), taking into account Nokia's cash position and expected cash flow generation. Beginning with the distribution for 2018, Nokia plans to pay dividends in quarterly installments.

We distribute retained earnings,distributable funds, if any, within the limits set by the Finnish Companies Act (asas defined below).below. We make and calculate the distribution, if any, in the form of cash dividends, assets from the fund for invested unrestricted equity, share buy-backs, or in some other form, or a combination of these. There is no specific formula by which the amount of a distribution is determined, although some limits set by law are discussed below. The timing and amount of future distributions of retained earnings and/or assets from the fund for invested unrestricted equity, if any, will depend on our future results and financial conditions.

Under the Finnish Companies Act, we may distribute retained earnings and/or assets from the fund for invested unrestricted equity on our shares only upon a shareholders’ resolution and subject to limited exceptions in the amount proposed by the Board. The amount of any distribution is limited to the amount of distributable earnings of the parent companyParent Company pursuant to the last accounts approved by our shareholders, taking into account the material changes in the financial situation of the parent companyParent Company after the end of the last financial period and a statutory requirement that the distribution of earnings must not result in insolvency of the parent company.Parent Company. Subject to exceptions relating to the right of minority shareholders to request a certain minimum distribution, the distribution may not exceed the amount proposed by the Board of Directors.

*(1)Includes costs related to the acquisition of Alcatel Lucent and related integration, goodwill impairment charges, intangible asset amortization and other purchase price fair value adjustments, restructuring and associated charges and certain other items.

 

Articles of Association

Our Articles of Association are available on our website www.nokia.com/en_int/investors/corporate-governance. Amendment of the Articles of Association requires a resolution of the general meeting of shareholders, supported by two-thirds of the votes cast and two-thirds of the shares represented at the meeting. For information on our Articles of Association, refer to “General facts on Nokia—Memorandum and Articles of Association”.

Our Articles of Association include provisions for obligations to redeem our shares. Amendment of the provisions of Article 13 of the Articles of Association, “Obligation to purchase shares”, requires a resolution supported by three-quarters of the votes cast and three-quarters of the shares represented at the meeting.

6359


 

Table of Contents

Risk factors

Risk factors

Set forth below is a description of risk factors that could affect our business. Shareholders and potential investors should carefully review the following risk factors, in addition to other information contained in this annual report on Form 20-F. The risk factors described below should not be construed as exhaustive. There may be additional risks that are unknown to us and other risks currently believed to be immaterial that could turn out to be material.

These risks, either individually or collectively, could adversely affect our business, sales, profitability, results of operations, financial condition, competitiveness, costs, expenses, liquidity, market share, brand, reputation and share price. Unless otherwise indicated or the context otherwise requires, references in these risk factors to “Nokia”, the “Nokia Group”, “Group”, “we”, “us” and “our” mean Nokia’s consolidated operating segments. Certain risks or events may be more prevalent with respect to Nokia or a certain business group, business or part of the Group.

Additional risks and uncertainties not presently known to us, or that are currently believed to be immaterial, could impair our business or the value of an investment made in it. This annual report on Form 20-F also contains forward-looking statements that involve risks and uncertainties presented in “Forward-looking statements” above.

Our strategy is subject to various risks and uncertainties and we may be unable to successfully implement our strategic plans, sustain or improve the operational and financial performance of our business groups, correctly identify or successfully pursue business opportunities or otherwise grow our business.

In November 2016,October 2018, we announced key financialplans to accelerate strategy execution, sharpen customer focus, and strategic targets as well as our “Rebalancing for growth” corporate strategy at our Capital Markets Day event.maintain long-term cost leadership. For further information refer to “Business Overview—Our strategy” and “Operating and financial review and prospects—Principal industry trends affecting operations”.

We operate in rapidly changing and innovative industries and the opportunities we pursue may require significant investments in innovation in order to generate growth, profitability or other targeted benefits across our business groups.business. Our strategy, which includes targeted investments in our business and pursuing new business opportunities based on identified trends and opportunities, may not yield a return on our investment as planned or at all. Our ability to achieve strategic goals and targets is subject to a number of uncertainties and contingencies, certain of which are beyond our control, and there can be no assurance that we will correctly identify trends or opportunities to pursue or be able to achieve the goals or targets we have set. We continuously target various improvements in our operations and efficiencies through investing in R&D, entering into licensing arrangements, acquiring businesses and technologies, recruiting expert employees and partnering with third parties. There can be no assurance that our efforts will generate the expected results or improvements in our operations or that we will achieve our intended targets or financial objectives related to such efforts. Any failure to achieve our strategy may materially and adversely affect our business, financial condition and results of operations. Furthermore, there can be no assurance that our investments will result in technologies, products or services that achieve or retain broad or timely market acceptance, answersanswer to the expanding needs or preferences of our customers or consumers, or break-through innovations that we could otherwise utilize for value creation.

As part of our strategy, we have and may continue to acquire or divest assets. For instance, in June 20172018 we completed acquisition of Comptelacquired SpaceTime Insights and Unium for the purpose of advancing our software strategy.strategies regarding Software, IoT and Fixed Networks business. We may fail to complete planned acquisitions or divestments or to integrate acquired businesses or assets. Any such result could interfere with our ability to achieve our strategy, obtain intended benefits, retain and motivate acquired key employees, or timely discover all liabilities of acquired businesses or assets, which may have a material adverse effect on our business.

We may be materially and adversely affected by general economic and financial market conditions and other developments in the economies where we operate.

As we are a company with global operations and sales in many countries around the world, our sales and profitability are dependent on general economic and financial market conditions both globally and regionally,regionally. We have manufacturing facilities and suppliers located in various countries around the global financial markets, as well as industry and market developments in numerous diverse markets.world which may equally be impacted by these conditions. Adverse developments in, or the general weakness of, economic conditions, such as unemployment or consumer spending, may have an adverse impact on the spending patterns of end-users. This, in turn, may affect demand of consumables, such as mobile phones or digital health productsdevices which would have an adverse effect on our Technologies business. In our Networks business, this may also affect both the services that end-users subscribe to and the usage levels of such services, which may lead mobile operators and service providers to invest less in related infrastructure and services or to invest in low-margin products and services, which could have a material adverse effect on our business, financial condition, and results of operations.services. Likewise, adverse developments in economic conditions may lead vertical customers, i.e. webscale companies, TXLE, transportation, energy, public safety, to invest less in infrastructure and services to digitize their operations or to invest in low-margin products and services, which againservices. These all could have a material adverse effect on our business, financial condition, and results of operations.

General uncertainty and adverse developments in the financial markets and the general economy could have a material adverse effect on our or our suppliers’ ability to obtain sufficient or affordable financing on satisfying terms. Uncertain market conditions may increase the price of financing or decrease its availability. We or our suppliers could also encounter difficulties in raising funds or accessing liquidity which may have a material adverse effect on our business, financial condition and results of operations. Unfavorable economic conditions may also affect our suppliers. We have manufacturing facilities and suppliers located in various countries around the world and any failure by these suppliers or partners, whether duenecessary to challenging economic conditions or intense competition or alike, may lead to material adverse effect on our business,maintain financial condition and results of operations.

We face intense competition and may fail to effectively and profitably invest in new competitive high-quality products, services, upgrades and technologies or bring them to market in a timely manner or fail to adapt to changing business models.

Our business and the markets where we operate are characterized by rapidly evolving technologies, frequent new technological requirements, product feature introductions and evolving industry standards. Our business performance depends on the timely and successful introduction of new products, services and upgrades of current products to meet the evolving requirements of customers, comply with emerging industry standards and

6460


 

Table of Contents

address competing technological and product developments carried out by competitors. The R&D of new and innovative, technologically advanced products, as well as upgrades to current products and new generations of technologies, is a complex and uncertain process requiring high levels of innovation and investment, in addition to accurate anticipation of technological, regulatory and market trends. We may focus our resources on products and technologies that do not become widely accepted or ultimately prove unviable. Additionally, many of our current and planned products are highly complex and may contain defects or errors that are, for instance, detected only after deployment in telecommunications networks. Our results of operations will depend to a significant extent on our ability to succeed in the following areas:

§

maintaining and developing a product portfolio and service capability that are attractive to our customers, for instance by keeping pace with technological advances in our industry and pursuing the technologies that become commercially accepted;

§

continuing to introduce new products and product upgrades successfully and on a timely basis;

§

developing new or enhancing existing tools for our services offerings;

§

optimizing the amount of customer or market specific technology, product and feature variants in our product portfolio;

§

continuing to meet expectations and enhance the quality of our products and services as well as introducing products and services that have desired features and attributes, such as energy efficiency;

§

pricing products and services appropriately, which is crucial in the networks infrastructure business due to the typical long-term nature and complexity of the agreements; and

§

leveraging our technological strengths.

Certain of our competitors have significant resources to invest in market exploration and may seek new monetization models or drive industry development and capture value in areas where we may not currently be competitive or do not have similar resources available to us. These areas may include monetization models linked to large amounts of consumer data, large connected communities, home or other entertainment services, healthcare products and services, alternative payment mechanisms or marketing products. We also face competition from various companies that may be able to develop technologies or products that become preferred over those developed by us or result in adverse effects on us through, for instance, developing technological innovations that make our innovations less relevant.

The participants in the information technology, communications and related services market compete on the basis of product offerings, technical capabilities, quality, price and affordability through consumer financing arrangements. Any failure by us to effectively and profitably invest in new competitive products, services, upgrades or technologies and bring them to market in a timely manner could result in a loss of net sales and market share and have a material adverse effect on our results of operations, competitiveness, profitability and financial condition.

The competitive environment in the markets where we operate continues to be intense and is characterized by maturing industry technologies, equipment price erosion and aggressive price competition. Moreover, mobile operators’ cost reductions and network sharing, and industry consolidation among operators have reduced the amount of available business, resulting in further competition and pressure on pricing and profitability. Consolidation of operators may result in vendors and service providers concentrating their business in certain service providers and increasing the possibility that agreements with us are terminated or not renewed. Furthermore, there are various incumbent and new players competing with Nokia in customer groups we strategically target, such as webscale companies and customers in energy, transport, public sector and TXLEs. With these types of customers, the nature of competition can be significantly different from the communications service provider markets, including competition based on access network, core network, Cloud infrastructure, platforms, applications and devices.

We compete with companies that have large overall scale, which affords such companies more flexibility (e.g., on pricing). We also continue to face intense competition globally, including from companies based in China which endeavor to gain further market share and broaden their presence in new areasare dependent on development of the network infrastructureindustries and related services business (e.g., by providing lower-cost products and services). Competition for new customers, as well as for new infrastructure deployment, is particularly intense and focused on the favorability of price and agreement terms.

Additionally, new competitors may enter the industry as a result of acquisitions or shifts in technology. For example, the virtualization of core and radio networks and the convergence of IT and telecommunications may lower the barriers to entry for IT companies entering the traditional telecommunications industry or build up tight strategic partnerships with our traditional competitors. These developments may enable more generic IT, software and hardware to be used in telecommunications networks leading to further pricing pressure. Additionally, some companies, including webscale companies, may drive a faster pace of innovation in telecommunication infrastructure through more collaborative approaches and open technologies across access, backhaul, core and management. If we are unable to respond successfully to competitive challenges in the markets in which we operate, our business, financial condition and results of operations may be materially and adversely affected.

We must introduce high-quality products and services in a cost-efficient, timely manner and manage proactively the costs related to our portfolio of products and services, including component sourcing, manufacturing, logistics and other operations. If we fail to maintain or improve our market position, competitiveness or scale, or if we fail to leverage our scale to the fullest extent and keep prices and costs at competitive levels or provide high-quality products and services, this could materially and adversely affect our competitive position, business and results of operations, particularly our profitability.

We are dependent on the development of the industries in which we operate, including the information technology and communications industries and related services market, as well as the digital media and digital health markets.operate. The information technology and communications industries and related services market are cyclical and are affected by many factors, including the general economic environment, purchasetechnological changes, competitor behavior, deployment, roll-out timingpurchase and spending bybehavior of service providers, consumers and businesses. The digital mediabusinesses, deployments and digital health markets are rapidly evolving markets affected by numerous factors, including regulation and IPR.roll-out timing.

Our sales and profitability are dependent on the development of the industries in which we operate, including the information technology and communications and related services market in numerous markets around the world. The competitive environment in the markets where we operate continues to be intense and is characterized by maturing industry technologies, equipment price erosion and aggressive price competition. For instance, we are particularly dependent on the investments made by mobile operators and network service providers in network infrastructure and related services. The pace and size of such investments are in turn dependent on the ability of network service providers and mobile operators to increase their subscriber numbers, reduce churn and compete with business models eroding revenue from traditional voice, messaging and data transport services, as well as the financial condition of such network service providers and mobile operators. Additionally, market

Mobile operators’ cost reductions and network sharing, and industry consolidation among operators have reduced the amount of available business, resulting in further competition and pressure on pricing and profitability. Consolidation of operators may result in vendors and service providers concentrating their business in certain service providers and increasing the possibility that agreements with us are terminated or not renewed. In addition, the investments of the mobile operators in the new spectrum assets may reduce their funds available for investing the new network infrastructure and related services. Furthermore, the level of demand by service providers and other customers that purchase our products and services can change quickly and can vary over short periods of time. In addition, a  portion of our revenues is driven by the timing of completion and customer acceptances, which particularly in relation to 5G are further dependent on maturity of the whole 5G ecosystem.  As a result of the uncertainty and variations in the telecommunications and vertical industries, accurately forecasting revenues, results and cash flow remains difficult.

Market developments favoring new technological solutions, such as

65


Table of Contents

SDN, could, and virtualization may result in reduced spending for the benefit of our competitors who have, or may have, a stronger position in such technologies. The technological viability of standardized, low-margin hardware products in combination with the virtualization of functions can induce a change in purchase behavior, resulting in favoring other vendors or in higher bargaining power versus Nokia due to more alternative vendors. Both effects could haveAdditionally, new competitors may enter the industry as a material adverse effect onresult of acquisitions or shifts in technology. For example, the virtualization of core and radio networks and the convergence of IT and telecommunications may lower barriers of entry for IT companies in the traditional telecommunications industry or they may build up tight strategic partnerships with our business.traditional competitors. Additionally, some companies, including webscale companies, may drive a faster pace of innovation in telecommunication infrastructure through more collaborative approaches and open technologies across access, backhaul, core and management. If we are unable to respond successfully to competitive challenges in the markets in which we operate, our business, financial condition and results of operations may be materially and adversely affected.

We expect to generate a significant share of our growth from new customers, including webscale companies and vertical customers in energy, transport, public sector, manufacturing and TXLEs. Each of these sectors may face adverse industry developments which may significantly impact the size of investments addressable by us and our ability to address these investments, in terms of both having the right products available and being able to attain new customers. Furthermore, there are various incumbent and new players competing with Nokia in these customer groups we strategically target. With these types of customers, the nature of competition and the required capabilities can be significantly different from the communications service provider market, including competition based on access network, core network, Cloud infrastructure, platforms, applications and devices, and related services.

The levelWe compete with companies that have large overall scale, which affords such companies more flexibility (e.g. on pricing). We also continue to face intense competition globally, including from companies based in China which endeavor to gain further market share and broaden their presence in new areas of demandthe network infrastructure and related services business (e.g. by service providers and other customers that purchase ourproviding lower-cost products and services can change quicklyservices). Competition for new customers, as well as for new infrastructure deployment, is particularly intense and can vary over short periodsfocused on the favorability of time. As a resultprice and agreement terms.

Examples of the uncertaintyother risks and variations in the telecommunications and vertical industries, accurately forecasting revenues, results and cash flow remains difficult.

Ouruncertainties impacting our success in the industries where we operate, is subject to a number of risks and uncertainties, including:include:

§

the intensity of competition;

§

further consolidation of our customers or competitors;

§

our ability to develop products and services in a timely manner, or at all, that meet future technological or quality requirements and challenges at a competitive cost level;

§

our ability to maintain and build up strategic partnerships in our value creation chain (e.g., in product creation and in project delivery);

§

our ability to correctly estimate technological developments, including the impending turn to 5G, or adapt successfully to such developments;

§

the development of the relevant markets and/or industry standards in directions that leave us deficient in certain technologies and industry areas that impact our overall competitiveness;

§

the choice of our customers to turn to alternative vendors to maintain end-to-end services from such vendors;

§

our ability to successfully develop market recognition as a leading provider of software and services in the information technology and communications and related services market, in the digital media and digital health markets as well as with our vertical customers in energy, transport, public sector, webscale, manufacturing and TXLEs;

§

our ability to sustain or grow net sales in our business and areas of strategic focus, which could result in the loss of benefits related to economies of scale and reduced competitiveness;

§

our ability to identify opportunities and enter into agreements that are commercially successful; and

§

our ability to continue utilizing current customer relations to advance our sales of related services, or pursue new service-led growth opportunities;

§

our global presence that involves large projects that expose us to various business and operational risks including those related to market developments, political unrest or change in political atmosphere, economic and trade sanctions and compliance and anti-corruption-related risks, especially with respect to emerging markets; and

§

our ability to maintain efficient and low-cost operations.opportunities.

Our inability to overcome any of the above risks or uncertainties could have a material adverse effect on our results of operations or financial performance.

61


Table of Contents

We may fail to effectively and profitably invest in new competitive high-quality products, services, upgrades and technologies or bring them to market in a timely manner or fail to adapt to changing business models.

Our business and the markets where we operate are characterized by rapidly evolving technologies, frequent new technological requirements, product feature introductions and evolving industry standards. The participants in the information technology, communications and related services market compete on the basis of product offerings, technical capabilities, quality, price and affordability through consumer financing arrangements. As a result, our business performance depends on the timely and successful introduction of new products, services and upgrades of current products to meet the evolving requirements of customers, comply with emerging industry standards and address competing technological and product developments carried out by competitors while keeping prices and costs at competitive levels.

The R&D of new and innovative, technologically advanced products, as well as upgrades to current products and new generations of technologies, is a complex and uncertain process requiring high levels of innovation and investment, in addition to accurate anticipation of technological, regulatory and market trends. We may focus our resources on products and technologies that do not become widely accepted or ultimately prove unviable. Additionally, many of our current and planned products are highly complex and may contain defects or errors that are, for instance, detected only after deployment in telecommunications networks. Our results of operations will depend to a significant extent on our ability to succeed in the following areas:

§

maintaining and developing a competitive product portfolio and service capability that are attractive to our customers, for instance by keeping pace with technological advances in our industry and pursuing the technologies that become commercially accepted;

§

continuing to introduce new products and product upgrades successfully and on a cost-efficient and timely basis;

§

developing new or enhancing existing tools for our services offerings;

§

optimizing the amount of customer or market specific technology, product and feature variants in our product portfolio;

§

continuing to meet expectations and enhance the quality of our products and services as well as introducing products and services that have desired features and attributes, such as energy efficiency;

§

pricing products and services appropriately, which is crucial in the networks infrastructure business due to the typical long-term nature and complexity of the agreements;

§

maintaining and building up strategic partnerships in our value creation chain (e.g. in product creation and in project delivery); and

§

leveraging our technological strengths.

Any failure by us to effectively and profitably invest in new competitive products, services, upgrades or technologies (such as 5G, IoT, the cloud or software) and bring them to market in a cost-efficient, timely manner could result in a loss of net sales and market share and have a material adverse effect on our results of operations, competitiveness, profitability and financial condition.

Certain of our competitors have significant resources to invest in market exploration and may seek new monetization models or drive industry development and capture value in areas where we may not currently be competitive or do not have similar resources available to us. These areas may include monetization models linked to large amounts of consumer data, large connected communities, home or other entertainment services, alternative payment mechanisms or marketing products. We also face competition from various companies that may be able to develop technologies or products that become preferred over those developed by us or result in adverse effects on us through, for instance, developing technological innovations that make our innovations less relevant.

We must introduce high-quality products and services in a cost-efficient, timely manner and manage proactively the costs related to our portfolio of products and services, including component sourcing, manufacturing, logistics and other operations. If we fail to maintain or improve our market position, competitiveness or scale, or if we fail to leverage our scale to the fullest extent and keep prices and costs at competitive levels or provide high-quality products and services, this could materially and adversely affect our competitive position, business and results of operations, particularly our profitability.

We are dependent on a limited number of customers and large multi-year agreements. The loss of a single customer or contract, operator consolidation, unfavorable contract terms or other issues related to a single agreement may have a material adverse effect on our business and financial condition.

A significant proportion of the net sales that we generate have historically been derived from a limited number of customers. As consolidation among existing customers continues, it is possible that an even greater portion of our net sales will be attributable to a smaller number of large service providers operating in multiple markets. These developments are also likely to increase the impact on our net sales based on the outcome of certain individual agreement tenders.

Mobile operators are increasingly entering into network sharing arrangements, as well as joint procurement agreements, which may reduce their investments and the number of networks available for us to service. Furthermore, procurement organizations of certain large mobile operators sell consulting services to enhance the negotiating position of small operators with their vendors. As a result of these trends and the intense competition in the industry, we may be required to agree to increasingly less favorable terms in order to remain competitive. Any unfavorable developments in relation to, or any change in the agreement terms applicable to, a major customer may have a material adverse effect on our business, results of operations and financial condition. Also, due to the long-term nature of the agreements, it is possible that the contract terms of the agreement may prove less favorable to us than originally expected, for instance due to changes in costs and product portfolio decisions.

We may lose existing agreements, or we are unable to renew or gain new agreements due to customer diversity policies that limit the ability of customers to have one network provider exceeding a certain threshold of business in a given market. Policies or practices in certain countries may also limit the possibility for foreign vendors to participate in certain business areas over a certain threshold.

62


Table of Contents

Furthermore, there is a risk that the timing of sales and results of operations associated with large multi-year agreements, which are typical in the mobile infrastructure and related services business, will differ from expectations. Moreover, such agreements often require dedication of substantial amounts of working capital and other resources, which may adversely affect our cash flow, particularly in the early stages of an agreement’s term, or may require us to continue to sell certain products and services, or to sell in certain markets, that would otherwise be discontinued or exited,

66


Table of Contents

thereby diverting resources from developing more profitable or strategically important products and services, or focusing on more profitable or strategically important markets. Furthermore, our customer agreements may involve complex transformation of the networks as the customers deploy new technologies and the related costs and scope of required deliverables may differ from our expectations at the time we enter into these such agreements. Any suspension, termination or non-performance by us under an agreement’s terms may have a material adverse effect on us (e.g., due to penalties for breaches or early termination).

Our patent licensing income and other intellectual property-related revenues are subject to risks and uncertainties such as our ability to maintain our existing sources of intellectual property-related revenue, establish new sources of revenue and protect our intellectual property from infringement. A proportionally significant share of the current patent licensing income is generated from the smartphone market which is rapidly changing and features a limited number of large vendors.

We have historically investeda long history of investing significantly in R&D to develop new relevant technologies, products and services for our business. This has ledbusiness, and continue to the Nokia Technologies business group possessingdo so. We have one of the industry’s strongest intellectual property portfolios, including numerous standardized or proprietary patented technologies. We now have two further, distincttechnologies in our Nokia Technologies business group and industry-leading portfolios: the Nokia Networks and Alcatel Lucent portfolios.in our other business groups. Many of our products and services use or are protected by patents in these portfolios. We also generate revenue by licensing, and we seek to renew existing license agreements and negotiate new license agreements. We also seek to expand the scope of our licensing activities to other industries, in particular those that implement mobile communication technologies. The continued strength of our portfolios depends on our ability to create new relevant technologies, products and services through our R&D activities and to protect our IPR. If those technologies, products and services do not become relevant, and therefore attractive to licensees, the strength of our intellectual property portfolios could be reduced, which could adversely affect our ability to use our intellectual property portfolios for revenue generation. Our intellectual property-related revenue can vary considerably from time to time based on factors such as the terms of agreements we enter into with licensees, and there is no assurance that past levels are indicative of future levels of intellectual property-related revenue.

Despite the steps that we have taken to protect our technology investments with IPR, we cannot be certain that any rights or pending applications will be granted or that the rights granted in connection with any future patents or other IPR will be sufficiently broad to protect our innovations. Third parties may infringe our intellectual property relating to our proprietary technologies or disregard their obligation to seek a license under our SEPs or seek to pay less than reasonable license fees. If we are unable to continue to develop or protect our intellectual property-related revenue or establish new sources of revenue, this may materially and adversely affect our business, financial position and results of operations.

The Nokia Technologies business group’s sales and profitability are currently largely derived from patent licensing. Patent licensing income may be adversely affected by general economic conditions or adverse market developments, as well as regulatory and other developments with respect to protection awarded to technology innovations or compensation trends with respect to licensing. For example, our patent licensing business may be adversely affected if a licensee’s ability to pay is reduced or they become insolvent or bankrupt. Additionally, poor performance of potential or current licensees may limit a licensee’s motivation to seek new or renew existing licensing arrangements with us. In certain cases, patent licensing income is dependent on the sales of the licensee, where the reduced sales of the licensee have a direct effect on the patent licensing income received by the Nokia Technologies business group.

We enforce our patents against unlawful infringement and generate revenue through realizing the value of our intellectual property by entering into license agreements and occasionally through business transactions. Patent license agreements can cover both licensees’ past and future sales. The portion of the income that relates to licensees’ past sales is not expected to have a recurring benefit and ongoing patent income from licensing is generally subject to various factors that we have little or no control over, for instance sales by the licensees.

In certain cases, we have initiated litigation to enforce our patents. In other cases, we have used arbitration proceedings to establish the terms of compensation between the parties. Due to the nature of any litigation or arbitration proceedings, there can be no assurances as to the final outcome or timing of any outcome of litigation, arbitration or other resolution.

Regulatory developments, actions by authorities, or applications of regulations may adversely affect our ability to protect our intellectual property or create intellectual property-related revenue. Any patents or other IPR may be challenged, invalidated or circumvented, and any right granted under our patents may not provide competitive advantages for us. Our ability to protect and monetize our intellectual property may depend on regulatory developments in various jurisdictions and the implementation of the regulations by administrative bodies. Our ability to protect, license or divest our patented innovations may vary by region. In the technology sector generally, certain licensees are actively avoiding license payments, while some licensors are using aggressive methods to collect license payments, with both behaviors attracting regulatory attention. Authorities in various countries have increasingly monitored patent monetization and may aim to influence the terms on which patent licensing arrangements or patent divestments may be executed. Such terms may be limited to a certain country or region; however, authorities could potentially seek to widen the scope and even impose global terms, potentially resulting in an adverse effect on us or limiting our ability to monetize our patent portfolios.

Intellectual property-related disputes and litigation are common in the technology industry and are often used to enforce patents and seek licensing fees. Other companies have commenced and may continue to commence actions seeking to establish the invalidity of our intellectual property, including our patents. In the event that one or more of our patents is challenged, a court may invalidate the patent or determine that the patent is not enforceable, which could have an impact on our competitive position. The outcome of court proceedings is difficult to predict and, consequently, our ability to use intellectual property for revenue generation may from time to time depend on favorable court rulings. Additionally, if any of our patents is invalidated, or if the scope of the claims in any patents is limited by a court decision, we could be prevented from using such patents as a basis for product differentiation or from licensing the invalidated or limited portion of our IPR. Even if such a patent challenge is not successful, the related proceedings could be expensive and time-consuming, divert the attention of our management and technical experts from our business and have an adverse effect on our reputation. Any diminution in the protection of our IPR could cause us to lose certain benefits of our R&D investments.

63


Table of Contents

We retained our entire patent portfolio after the sale of the D&S Businessbusiness in 2014. Following the sale of the D&S Business,business, Nokia Technologies is no longer required to agree cross-licenses to cover its handset business, which has contributed to growing our licensing revenue. While this has been our practice, there can be no guarantee that this can be continued in future. In the past, parts of our intellectual property development were driven by innovation from the D&SDevices & Services Business. As we no longer own this business, our future intellectual property relating to the mobile phone sector may lessen and our ability to influence industry trends and technology selections may reduce.

We also enter into business agreements separately within our business groups which may grant certain licenses to our patents. Some of these agreements may inadvertently grant licenses to our patents with a broader scope than intended, or they may otherwise make the enforcement of our patents more difficult.

67


Table of Contents

We conduct our business globally, being subject to direct and indirect regulation and exposing us to political and regionalgeopolitical risks, including unfavorable or unpredictable treatment in relation to trade tariffs, tax matters, exchange controls, and other restrictions. Changes in various types of regulations or their application, applicable to current or new technologies or products, may adversely affect our business and results of operations. Our governance, internal controls and compliance processes could fail to prevent regulatory penalties at corporate level, operating subsidiaries and in joint ventures.

We develop many of our products based on existing regulations and technical standards, our interpretation of unfinished technical standards or, in certain cases, in the absence of applicable regulations and standards. We generate sales from, collaborate and have R&D and manufacturing facilities and suppliers located in, various countries around the world. Regulatory and economic developments, sometimes unexpected and dramatical, impacting our ability to timely react to such developments, political turmoil, trade barriers, military actions, labor unrest, civil unrest, and public health and safety (includingthreats (such as disease outbreaks), environmental issues (including adverse effects resulting from climate change) and natural and man-made disasters in such countries could have a material adverse effect on our ability to supply products and services, including network infrastructure equipment manufactured in such countries, and on our sales and results of operations. In recent years, we have witnessed political unrest

Changes in various markets in which we conducttypes of regulations or their application, applicable to current or new technologies or products, may adversely affect our business or in which we have operations, which in turn has adversely affected our sales, profitability or operations in these markets, and in certain cases affected us outside these countries or regions. Any reoccurrence or escalation of such unrest could have a further material adverse effect on our sales or results of operations. For instance, instabilityexample, changes in regulation affecting the construction of base stations and conflictother network infrastructure could adversely affect the timing and costs of new network constructions or the expansion and commercial launch and ultimate commercial success of such networks. Also, changes in regionsapplicable privacy-related regulatory frameworks, such as EU General Data Protection Regulation effective as of May 2018, the Middle East, partsexit of AfricaUK from EU without an agreement on the treatment of personal data, the upcoming eEvidence and Ukraine have in the past adversely affected, ande-Privacy Regulations or their application may in the future adversely affect our business, including possible changes that increase costs, limit or restrict possibilities to offer products or services, or reduce or could be seen to reduce the privacy aspects of our offerings. For instance, countries could require governmental interception capabilities or regulations aimed at allowing direct governmental access to data for the products and services we offer that could adversely affect us, if by way of our human rights policy we decide to reduce our sales to such markets or limiting our ability to use components or software that we have developed or sourced from other companies.

Our provision of services and adaptation of cloud-based solutions has resulted in us being exposed to a variety of new regulatory issues or different exposure to regulatory issues (e.g. related to data protection or data localization) and makes us subject to increased regulatory scrutiny. Our current business models rely on certain centralized data processing solutions and cloud or remote delivery-based services for distribution of services and software or data storage. Cloud and remote delivery-based business models and operations have certain inherent risks, including those stemming from potential security and privacy breaches, and applicable regulatory regimes may cause limitations in implementing such business models or expose us to adverse effects stemming for instance from regulatory or contractual issues, including penalties, fines, sanctions and limitations on conducting business. An increase in the protectionist stances of governments around the world, which impact the free flow of data across borders, is already affecting our global service delivery model.

Reduced availability of export credits supporting our sales as well as reduced government funding for our R&D activities could affect our ability to enter new markets and to develop new technology or products. Furthermore, our business and results of operations may be adversely affected by regulation favoring the local industry participants, as well as other measures with potentially protectionist objectives that host governments in various countries may take, particularly in response to challenging global economic conditions or following changes in political regimes. The impact of changes in or uncertainties related to regulation and trade policies could affect our business and results of operations adversely or indirectly in certain cases where the specific regulations do not directly apply to us or our products and services. Moreover, our competitors have employed and will likely continue to employ significant resources to shape the legal and regulatory regimes in countries where we have significant operations. Governments and regulators may make legal and regulatory changes or interpret and apply existing laws in ways that make our products and services less appealing to end users or require us to incur substantial costs, change our business practices or prevent us from offering our products and services. For example, many countries have adopted new competition laws in recent years. These laws can be applied in ways that favor local suppliers or which are simply unpredictable, creating obstacles to our business activities. Changes in political regimes will also likely impact the way Nokia does business, due to potential changes in trade, privacy, cybersecurity, telecommunications, immigration and environmental policies. Restrictive government policies or actions, such as limitations on visas or work permits for certain foreign workers may make it difficult for us to move our employees into and out of these jurisdictions. Our operations and employee recruitment and retention depend on our ability to obtain the necessary visas and work permits for our employees to travel and work in the jurisdictions in which we operate.

The regulatory, exports and sanctions legal environment can also be difficult to navigate for companies with global operations, impacting our ability to grow business in specific markets or related markets (e.g., through increased economic uncertaintyenter new markets. Export control, tariffs or a slowdownother fees or downturn attributablelevies imposed on our products and environmental, health, product safety and data protection, security, consumer protection, money laundering and other regulations that adversely affect the export, import, technical design, pricing or costs of our products could also adversely affect our sales and results of operations. We may be subject to currentnew, existing or increasedtightened export control regulations, sanctions, embargoes or other forms of economic and trade sanctions).restrictions imposed on certain countries.

64


Table of Contents

We have a significant presence in emerging markets in which the political, economic, legal and regulatory systems are less predictable than in countries with more developed institutions. These markets represent a significant portion of our total sales, and a significant portion of expected future industry growth. Most of our suppliers are located in, and our products are manufactured and assembled in, emerging markets, particularly in Asia. Our business and investments in emerging markets may also be subject to risks and uncertainties, including unfavorable or unpredictable treatment in relation to tax matters, exchange controls, restrictions affecting our ability to make cross-border transfers of funds, regulatory proceedings, unsound or unethical business practices, challenges in protecting our IPR, nationalization, inflation, currency fluctuations or the absence of or unexpected changes in regulation, as well as other unforeseeable operational risks. The purchasing power of our customers in developing markets depends to a greater extent on the price development of basic commodities and currency fluctuations, which may render our products or services unaffordable.

We continuously monitor international developments and assess the appropriateness of our presence and business in various markets. For instance, as a result of international developments, we have expanded our business in Iran in compliance with applicable economic sanctions and other regulations. WhileThe US’ unilateral withdrawal from the international agreement on Iran’s nuclear activities has led to a relaxationthe reimposition of US sanctions while the EU and other signatories remain fully committed to the international agreement relaxing the sanctions many jurisdictions continue to impose various restrictions on conductingagainst Iran. The diverging EU and US regulatory framework governing business activities in Iran will be far more complex in the future. As a European company it will be quite challenging to reconcile the opposing foreign policy regimes of the US and the international regulatory framework remains complex. Adverse political or other developments could potentially lead to a reintroduction ofEU. The changed US foreign and economic sanctions which might necessitatepolicy necessitates a reassessment of our position there.operations in Iran which may require us to significantly reduce our business and maintain preexisting contractual commitments in full alignment with applicable economic sanctions.

Also, in recent years, we have witnessed political unrest in various markets in which we conduct business or in which we have operations, which in turn has adversely affected our sales, profitability or operations in these markets, and in certain cases affected us outside these countries or regions. Any reoccurrence or escalation of such unrest could have a further material adverse effect on our sales or results of operations. For instance, instability and conflict in regions such as the Middle East, parts of Africa and Ukraine have in the past adversely affected, and may in the future adversely affect, our business or operations in these or related markets (e.g. through increased economic uncertainty or a slowdown or downturn attributable to current or increased economic and trade sanctions). Should we decide to exit or otherwise alter our presence in a particular market, this may have an adverse effect on us through, for example, triggering investigations, tax audits by authorities, claims by contracting parties or reputational damage. The results and costs of investigations or claims against our international operations may be difficult to predict and could lead to lengthy disputes, fines or fees, indemnities or costly settlements.

Our business and activities cover multiple jurisdictions and are subject to complex regulatory frameworks. We are observing that the adoption of surveillance, data localization, national sourcing and national hiring requirements, regulations and policies are increasing. An increase in regulation of digital telecommunications and the failure by governments to achieve a uniform and reasonable common position on 5G spectrum licensing in various parts of the world, including, especially in the European Union, might impose additional costs or burdens on our customers and on Nokia itself. Current international trends show increased enforcement activity and enforcement initiatives in areas such as competition law, export control and sanctions, privacy, cybersecurity and anti-corruption. Despite our Group-wide annual ethical business training and other measures, we may not be able to prevent breaches of law or governance standards within our business, subsidiaries and joint ventures.

Nokia is a publicly listed company and, as such, subject to various securities and accounting rules and regulations. Nokia must monitor and assess its internal control over financial reporting and its compliance with the applicable rules and regulations. Corporate function’s, our operating subsidiaries’ or our joint ventures’ failure to maintain effective internal controls over financial reporting or to comply with the applicable securities and accounting rules and regulations, could adversely affect the accuracy and timeliness of our financial reporting, which could result, for instance, in loss of confidence in us or in the accuracy and completeness of our financial reports, or otherwise in the imposition of fines or other regulatory measures, which could have a material adverse effect on us.

Our efforts aimed at managing and improving our competitiveness, financial or operational performance cost savings, competitiveness and obtaining the targeted synergy benefits and cost savings, may not lead to targeted results, benefits, cost savings or improvements.

We need to manage our operating expenses and other internal costs to maintain cost efficiency and competitive pricing of our products and services. Failure by us to determine the appropriate prioritization of operating expenses and other costs, to identify and implement the appropriate measures to adjust our operating expenses and other costs on a timely basis, or to maintain achieved cost reduction levels, could have a material adverse effect on our business, results of operations and financial condition. For instance, we have announced targeted operating cost savings in relation to the acquisition of Alcatel Lucent and achieving these operating cost savings is dependent partly on the continued efficient integration of the companies which may include certain uncertainties.

We operate in highly competitive industries and we are continuously targeting increased efficiency of our operations through various initiatives. WeFor instance, we have announced targeted operating cost and production overheads savings by the end of 2020 and plan these savings come from a wide range of areas, including investments in digitalization to drive more automation and productivity, further process and tool simplification, significant reduction in central support functions to reach best-in-class cost levels, prioritization of R&D programs to best create long-term value, a sharp reduction of R&D in legacy products, driving efficiency from further application of our common software foundation and innovative software development techniques, the consolidation of selected cross-company activities, and further reductions in real estate and other overhead costs. These planned savings are expected to result in a net reduction of employees globally. Also, we may, in the ordinary course of business, institute new plans for restructuring measures. Such restructuringRestructuring measures may be costly, potentially disruptive to operations, and may not lead to sustainable improvements in our overall competitiveness and profitability and, thus, may have a material adverse effect on our business or results of operations, for instance, as a result of the loss of benefits related to economies of scale.

In addition to our efforts in operating cost savings, various efficiency programs aimed at improving cost savings and financial performance have been implemented, including by Alcatel Lucent prior to its acquisition by Nokia, and there can be no assurance that such plans will be met as planned in contemplated timeframes or at all, or result in sustainable improvements. Factors that may prevent a successful implementation or cause adverse effects on us include the following:

§

expectations with respect to market growth, customer demand and other trends in the industry in which we operate;

§

our ability to benefit from industry trends may prove to be inaccurate and changes in the general economic conditions, whether globally, nationally or in the markets in which we operate, may impact our ability to implement such plans;

65


Table of Contents

§

a down-turn in global or regional economic conditions may have an adverse effect on our ability to achieve the cost savings contemplated;

§

legislative constraints or unfavorable changes in legislation in the markets in which we operate may influence timing, costs and expected savings of certain initiatives contemplated;

§

our ability to successfully develop new or improve existing products, market products to new or existing customers, enter new markets and otherwise grow our business in a highly competitive market;

§

our ability to swap equipment of certain customers in line with our future product lines development. We might not be successful in securing continued business from such customers, leading to sunk cost impacting our business and results of operations;

§

organizational changes related to the implementation plans require the alignment and adjustment of resources, systems and tools, including digitalization and automation, which if not completed in a structured manner could impact our ability to achieve our goals, projected cost savings and ability to achieve the efficiencies contemplated;

§

the costs to effectaffect the initiatives contemplated by our plans may exceed our estimates and we may not be able to realize the targeted cash inflows or yield other expected proceeds;

68


Table of Contents

§

our cost saving initiatives, including R&D, may negatively affect our ability to develop new or improve existing products and compete effectively in certain markets, and there is no guarantee that we will continue to be able to successfully innovate or remain technologically competitive;

§

disruptions to regular business operations caused by the plans, including to unaffected parts of Nokia; the benefits of our plans may not be realized in contemplated timeframes or at all;

§

intended business plans may require us to inform or consult with employees and labor representatives, and such processes may influence the timing, costs and extent of expected savings and the feasibility of certain of the initiatives contemplated;

§

skilled employees may leave, or we may not be able to recruit employees as a result of planned initiatives, and loss of their expertise may cause adverse effects on our business or limit our ability to achieve our goals and lead to an overall deterioration of brand value among potential and current employees or as a preferred employer; and

§

bargaining power of our suppliers may prevent us from achieving targeted procurement savings.

While we are implementing and have implemented various cost savings and other initiatives in the past, and may implement such initiatives in the future, there can be no assurance that we will be able to complete those successfully or that we will realize the projected benefits. Our plans may be altered in the future, including adjusting any projected financial or other targets. The anticipated costs or the level of disruption expected from implementing such plans or restructurings may be higher than expected.

If we are unable to realize the projected benefits or contemplated cost savings by efforts aimed at managing and improving competitiveness and financial performance,and operational performance, cost savings, competitiveness, targeted results or improvements, we may experience negative impacts on our reputation or a material adverse effect on our business, financial condition, results of operations and cash flows. Efforts to plan and implement cost saving initiatives may divert management attention from the rest of the business and adversely affect our business.

We may be unable to realize the anticipated benefits, synergies, cost savings or efficiencies from acquisitions, including the acquisition of Alcatel Lucent, and we may encounter issues or inefficiencies related to our organizational and operational structure, including being unable to successfully implement our business plans.

We acquire businesses or companies from time to time and, for instance, continue to allocate significant resources to the integration of the former Alcatel Lucent business and implementation of our business plans and strategy. Despite our progress in the integration, there can be no assurance that the overall integration of Alcatel Lucent will be successful or yield expected benefits and results. The integration process involves certain risks and uncertainties, some of which are outside our control, and there can be no assurance that we will be able to realize the intended organizational and operational benefits related to our business plans in the manner or within the timeframe currently anticipated. Such risks and uncertainties include, among others, the distraction of our management’s attention from our business resulting in performance shortfalls, the disruption of our ongoing business, interference with our ability to maintain our relationships with customers, vendors, regulators and employees and inconsistencies in our services, standards, quality, product road maps, controls, procedures and policies, any of which could have a material adverse effect on our business, financial condition and results of operations. Potential challenges that we may encounter regarding the integration process and operation as a combined company include the following:

§

adverse contractual issues with respect to various agreements with third parties (including joint venture agreements, customers, vendors, licensees or other contractual parties), certain financing facilities, pension fund agreements, agreements for the performance of engineering and related work/services, IT agreements, technology, intellectual property rights and licenses, employment agreements, or pension and other post-retirement benefits-related liability issues;

§

inability to retain or motivate key employees and recruit employees;

§

disruptions caused, for instance, by reorganizations, which may result in inefficiency within the new organization through loss of key employees or delays in implementing our intended structural changes, among other issues;

§

inability to achieve the targeted organizational changes, efficiencies or synergies in the targeted time or to the extent targeted or with targeted implementation costs, for instance due to inability to streamline overlapping products and services efficiently, rationalize our organization and overheads, reduce overheads and costs or achieve targeted efficiencies, and the risk of new and additional costs associated with implementing such changes;

§

inability to rationalize or streamline our organization or product lines or to retire legacy products and related services as a result of pre-existing customer commitments;

§

loss of, or lower volume of, business from key customers, or the inability to renew agreements with existing customers or establish new customer relationships, including limitations linked to customer policies with respect to aggregate vendor share or supplier diversity policies or increased efforts from competitors aiming to capitalize on disruptions;

§

conditions and burdens imposed by laws, regulators or industry standards on our business or adverse regulatory or industry developments or litigation affecting us, as a result of the acquisition of Alcatel Lucent or otherwise;

§

potential unknown or larger than estimated liabilities of Alcatel Lucent (prior to the acquisition) or other adverse circumstances related to Alcatel Lucent that lead to larger than expected liabilities or have other adverse impacts on us;

§

claims, fines, investigations or assessments for conduct that we failed to or were unable to discover or identify in the course of performing our due diligence investigations of Alcatel Lucent prior to the acquisition, including unknown or unasserted liabilities;

§

issues relating to fraud, non-compliance with applicable laws and regulations, improper accounting policies, improper internal control or other improper activities;

§

challenges relating to the consolidation or ongoing integration of corporate, financial data and reporting, control and administrative functions, including cash management, foreign exchange/hedging operations, internal and other financing, insurance, financial control and reporting, IT, communications, legal and compliance and other administrative functions;

69


Table of Contents

§

the coordination of R&D, marketing and other support functions may fail or cause inefficiencies or other administrative burdens caused by operating the combined business;

§

we may not be able to successfully maintain the Nokia Bell Labs research, development and innovation capabilities;

§

potential divestitures of certain businesses or operations, as desired, for which there can be no assurance that we would be successful in executing such a transaction on favorable terms or at all; and

§

our ability to eliminate the complexity of our corporate structure following the acquisition of Alcatel Lucent.

Additionally, the anticipated cost reductions and other benefits expected to arise from the acquisition of Alcatel Lucent and the integration of Alcatel Lucent into our existing business, as well as related costs to implement such measures, are derived from our estimates, which are inherently uncertain. While we believe these estimated synergy benefits and related costs are reasonable, the underlying assumptions are inherently uncertain and subject to a variety of significant business, economic, and competitive factors, risks and uncertainties that could cause our actual results to differ materially from those contained in the expected synergy benefits and related cost estimates.

Due to our global operations, our net sales, costs and results of operations, as well as the U.S. dollar value of our dividends and market price of our ADSs, are affected by exchange rate fluctuations.

We operate globally and are therefore exposed to foreign exchange risks in the form of both transaction risks and translation risks. Our policy is to monitor and hedge exchange rate exposure, and we manage our operations to mitigate, but not to eliminate, the impacts of exchange rate fluctuations. There can be no assurance, however, that our hedging activities will prove successful in mitigating the potentially negative impact of exchange rate fluctuations. Additionally, significant volatility in the relevant exchange rates may increase our hedging costs, as well as limit our ability to hedge our exchange rate exposure. In particular, we may not adequately hedge against unfavorable exchange rate movements, including those of certain emerging market currencies, which could have an adverse effect on our financial condition and results of operations. Furthermore, exchange rate fluctuations may have an adverse effect on our net sales, costs and results of operations, as well as our competitive position, through their impact on our customers, suppliers and competitors.

We also experience other financial market-related risks, including changes in interest rates and in prices of marketable securities that we own. We may use derivative financial instruments to reduce certain of these risks. If our strategies to reduce such risks are not successful, our financial condition and results of operation may be harmed.

Additionally, exchange rate fluctuations may materially affect the U.S. dollar value of any dividends or other distributions that are paid in euro, as well as the market price of our ADSs.

Our products, services and business models depend on technologies that we have developed as well as technologies that are licensed to us by certain third parties. As a result, evaluating the rights related to the technologies we use or intend to use is increasingly challenging, and we expect to continue to face claims that we have allegedly infringed third parties’ IPR. The use of these technologies may also result in increased licensing costs for us, restrictions on our ability to use certain technologies in our products and/or costly and time-consuming litigation.

Our products and services include, and our business models depend on, utilization of numerous patented standardized or proprietary technologies. We invest significantly in R&D through our business to develop new relevant technologies, products and services. Our R&D activities have resulted in us having one of the industry’s strongest intellectual property portfolios, on which our products and services and future cash generation and income depend. We believe our innovations that are protected by IPR are a strong competitive advantage for our business. The continued strength of our IPR portfolios depends on our ability to create new relevant technologies, products and services through our R&D activities.

Our products and services include increasingly complex technologies that we have developed or that have been licensed to us by certain third parties. The amount of such proprietary technologies and the number of parties claiming IPR continue to increase. The holders of patents and other

66


Table of Contents

IPR potentially relevant to these complex technologies may be unknown to us, may have different business models, may refuse to grant licenses to their proprietary rights or may otherwise make it difficult for us to acquire a license on commercially acceptable terms. Additionally, although we endeavor to ensure that we and the companies collaborating with us possess appropriate IPR or licenses, we cannot fully avoid the risks of IPR infringement by suppliers of components, processes and other various layers in our products, or by companies with which we collaborate. Similarly, we and our customers may face claims of infringement in connection with the use of our products.

In line with standard practice in our industry, we generally indemnify our customers for certain intellectual property-related infringement claims initiated by third parties, particularly non-practicing entities having no product or service business, and related to products or services purchased from us. If such claims are made directly against our customers, we may have limited possibilities to participate in the processes including negotiations and defenses, or evaluate the outcomes and resolutions in advance. All IPR indemnifications can result in significant payment obligations for us that are difficult to estimate in advance.

The business models for many areas in our industry may not be clearly established. The lack of availability of licenses for copyrighted content, delayed negotiations or restrictive IPR license terms may have a material adverse effect on the cost or timing of content-related services and products offered by us, mobile network operators or third-party service providers.

Since all technology standards that we use and rely on, including mobile communication technologies such as UMTS, LTE and upcoming 5G, or fixed line communication technologies, include certain IPR, we cannot avoid risks of facing claims for infringement of such rights due to our reliance on such standards. We believe the number of third parties declaring their patents to be potentially relevant to these standards is increasing, which may increase the likelihood that we will be subject to such claims in the future. As the number of market entrants and the complexity of technologies increases, it remains likely that we will need to obtain licenses with respect to existing and new standards from other licensors. While we believe most of such IPR declared or actually found to be essential to a particular standard carries an obligation to be licensed on fair, reasonable and non-discriminatory terms, not all intellectual property owners agree to apply such terms. As a result, we have experienced costly and time-consuming litigation proceedings against us and our customers or suppliers over such issues and we may continue to experience such litigations in the future.

From time to time, certain existing patent licenses may expire or otherwise become subject to renegotiation. The inability to renew or finalize such arrangements or renew licenses with acceptable commercial terms may result in costly and time-consuming litigation, and any adverse result in any such litigation may lead to restrictions on our ability to sell certain products and could result in payments that could potentially have a material

70


Table of Contents

adverse effect on our operating results and financial condition. These legal proceedings may continue to be expensive and time-consuming and divert the efforts of our management and technical experts from our business and, if decided against us, could result in restrictions on our ability to sell our products, require us to pay increased licensing fees, unfavorable judgments, costly settlements, fines or other penalties and expenses.

Our patent license agreements may not cover all the future businesses that we may enter, our existing business may not necessarily be covered by our patent license agreements if there are changes in our corporate structure or our subsidiaries, or our newly-acquired businesses may already have patent license agreements with terms that differ from similar terms in our patent license agreements. This may result in increased costs, restrictions in the use of certain technologies or time-consuming and costly disputes whenever there are changes in our corporate structure or our subsidiaries, or whenever we enter into new business areas or acquire new businesses.

We make accruals and provisions to cover our estimated total direct IPR costs for our products. The total direct IPR costs consist of actual payments to licensors, accrued expenses under existing agreements and provisions for potential liabilities. We believe our accruals and provisions are appropriate for all technologies owned by third parties. The ultimate outcome, however, may differ from the provided level, which could have a positive or adverse impact on our results of operations and financial condition.

Any restrictions on our ability to sell our products due to expected or alleged infringements of third-party IPR and any IPR claims, regardless of merit, could result in a material loss of profits, costly litigation, the obligation to pay damages and other compensation, the diversion of the attention of our key employees, product shipment delays or the need for us to develop non-infringing technology or to enter into a licensing agreement on unfavorable commercial terms. If licensing agreements are not available on commercially acceptable terms, we could be precluded from making and selling the affected products, or could face increased licensing costs. As new features are added to our products, we may need to acquire further licenses, including from new and sometimes unidentified owners of intellectual property. The cumulative costs of obtaining any necessary licenses are difficult to predict and may over time have a material adverse effect on our operating results.

Our business is subject to direct and indirect regulation. As a result, changes in various types of regulations or their application, as well as economic and trade policies applicable to current or new technologies or products, may adversely affect our business and results of operations. Our governance, internal controls and compliance processes could also fail to prevent regulatory penalties, both at operating subsidiaries and in joint ventures.

Our business is subject to direct and indirect regulation in each of the countries and regions where we, the companies with which we collaborate and our customers operate. We develop many of our products based on existing regulations and technical standards, our interpretation of unfinished technical standards or, in certain cases, in the absence of applicable regulations and standards. As a result, changes in various types of regulations or their application, as well as economic and trade policies applicable to current or new technologies or products, may adversely affect our business and results of operations. For example, changes in regulation affecting the construction of base stations and other network infrastructure could adversely affect the timing and costs of new network constructions or the expansion and commercial launch and ultimate commercial success of such networks. Also, changes in applicable privacy-related regulatory frameworks, such as EU Data Protection Regulation effective as of May 2018, or their application may adversely affect our business, including possible changes that increase costs, limit or restrict possibilities to offer products or services, or reduce or could be seen to reduce the privacy aspects of our offerings, including if further governmental interception capabilities or regulations aimed at allowing governmental access to data are required for the products and services that we offer. An increase in the protectionist stances of governments around the world, which impact the free flow of data across borders, is already affecting our global service delivery model. Due to the increase in terrorism (including cyber terrorism), we are observing that the adoption of surveillance, data localization, national sourcing and national hiring requirements, regulations and policies are increasing.

An increase in regulation of digital telecommunications, especially in the European Union, might impose additional costs or burdens on our customers and on Nokia itself. Our operations and employee recruitment and retention depend on our ability to obtain the necessary visas and work permits for our employees to travel and work in the jurisdictions in which we operate. Restrictive government policies, such as limitations on visas, may make it difficult for us to move our employees into and out of these jurisdictions. Changes in political regimes will also likely impact the way Nokia does business, due to potential changes in trade, privacy, cybersecurity, telecommunications, immigration and environmental policies.

Moreover, countries could require governmental interception capabilities or regulations aimed at allowing governmental access to data that could adversely affect us by reducing our sales to such markets or limiting our ability to use components or software that we have developed or sourced from other companies. Furthermore, our business and results of operations may be adversely affected by regulation, as well as economic and trade policies favoring the local industry participants, as well as other measures with potentially protectionist objectives that host governments in various countries may take, particularly in response to challenging global economic conditions or following changes in political regimes. The impact of changes in or uncertainties related to regulation and trade policies could affect our business and results of operations adversely or indirectly in certain cases where the specific regulations do not directly apply to us or our products and services.

The regulatory, exports and sanctions legal environment can also be difficult to navigate for companies with global operations, impacting our ability to grow business in specific markets or enter newer market opportunities. Our ability to protect our intellectual property and generate intellectual property-related net sales is dependent on regulatory developments in various jurisdictions, as well as the application of the regulations, for instance through administrative bodies. Export control, tariffs or other fees or levies imposed on our products and environmental, health, product safety and data protection, security, consumer protection, money laundering and other regulations that adversely affect the export, import, technical design, pricing or costs of our products could also adversely affect our sales and results of operations. Reduced availability of export credits supporting our sales as well as reduced government funding for our R&D activities could affect our ability to enter new markets and to develop new technology or products. Additionally, changes in various types of regulations or their application with respect to taxation or other fees collected by governments or governmental agencies may result in unexpected payment obligations, and in response to prevailing difficult global economic conditions there may be an increased aggressiveness in collecting such fees. We may be subject to new, existing or tightened export control regulations, sanctions, embargoes or other forms of economic and trade restrictions imposed on certain countries. Such actions may trigger additional investigations, including tax audits by authorities or claims by contracting parties. The results and costs of such investigations or claims may be difficult to predict and could lead to lengthy disputes, fines or fees, indemnities or a costly settlement.

Our provision of services and adaptation of Cloud-based solutions has resulted in us being exposed to a variety of new regulatory issues or different exposure to regulatory issues (e.g., related to data privacy) and makes us subject to increased regulatory scrutiny. Our current business models rely on certain centralized data processing solutions and Cloud or remote delivery-based services for distribution of services and software or data storage. Cloud and remote delivery-based business models and operations have certain inherent risks, including those stemming from

71


Table of Contents

potential security breaches, and applicable regulatory regimes may cause limitations in implementing such business models or expose us to adverse effects stemming for instance from regulatory or contractual issues, including penalties, fines, sanctions and limitations on conducting business. Moreover, our competitors have employed and will likely continue to employ significant resources to shape the legal and regulatory regimes in countries where we have significant operations. Governments and regulators may make legal and regulatory changes or interpret and apply existing laws in ways that make our products and services less appealing to end users or require us to incur substantial costs, change our business practices or prevent us from offering our products and services.

We operate on a global scale and our business and activities cover multiple jurisdictions and are subject to complex regulatory frameworks. Current international trends show increased enforcement activity and enforcement initiatives in areas such as competition law, export control and sanctions, privacy, cybersecurity and anti-corruption. Despite our Group-wide annual ethical business training and other measures, we may not be able to prevent breaches of law or governance standards within our business, subsidiaries and joint ventures.

Nokia is a publicly listed company and, as such, subject to various securities and accounting rules and regulations. While Nokia has determined that its internal control over financial reporting was effective as of December 31, 2017, it must continue to monitor and assess its internal control over financial reporting and its compliance with the applicable rules and regulations. Our operating subsidiaries or our joint ventures’ failure to maintain effective internal controls over financial reporting or to comply with the applicable securities and accounting rules and regulations, could adversely affect the accuracy and timeliness of our financial reporting, which could result, for instance, in loss of confidence in us or in the accuracy and completeness of our financial reports, or otherwise in the imposition of fines or other regulatory measures, which could have a material adverse effect on us.

We are exposed to risks related to information security. Our business model relies on solutions for distribution of services and software or data storage, which entail inherent risks relating to applicable regulatory regimes, cybersecurity breaches and other unauthorized access to network data or other potential security risks that may adversely affect our business.

We are exposed to information security-related risk, for instance as ourOur business and operations rely on confidentiality of proprietary information as well as sensitive information, for instance related to our employees. Also,employees, consumers and our customers. Our business models rely on certain centralized data processing solutions and Cloud or remote delivery-based services for distribution of services and software or data storage. Our business, includingstorage, accessible by our Cloudpartners or remote delivery-based business modelssubcontractors according to the roles and operations have certain inherent risks, including those stemming from potential security breaches and applicable regulatory regimes, which may cause limitations in implementing Cloud or remote delivery-based models or expose us to regulatory or contractual sanctions.responsibilities defined.

Although we endeavor to develop products and services that meet the appropriate security standards, including effective data protection, we or our products and online services, marketing and developer sites may be subject to cybersecurity breaches, including hacking, viruses, worms and other malicious software, unauthorized modifications, or illegal activities that may cause potential security risks and other harm to us, our customers or consumers and other end-users of our products and services. IT is rapidly evolving, the techniques used to obtain unauthorized access or sabotage systems change frequently and the parties behind cyber-attacks and other industrial espionage are believed to be sophisticated and have extensive resources, and it is not commercially or technically feasible to mitigate all known vulnerabilities in a timely manner or to eliminate all risk of cyber-attacks and data breaches. Additionally, we contract with multiple third parties in various jurisdictions who collect and use certain data on our behalf. Although we have processes in place designed to ensure appropriate collection, handling and use of such data, third parties may use the data inappropriately or breach laws and agreements in collecting, handling or using or leaking such data. This could lead to lengthy legal proceedings or fines imposed on us, as well as adverse effects to our reputation and brand value.

In connection with providing products and services to our customers and consumers, certain customer feedback, information on consumer usage patterns and other personal and consumer data are collected, stored and processed through us, either by us or by our business partners or subcontractors. Loss, improper disclosure or leakage of any personal or consumer data collected by us or which is available to our partners or subcontractors, made available to us or stored in or through our products, could have a material adverse effect on us and harm our reputation and brand. We have outsourced a significant portion of our IT operations, as well as the network and information systems that we sell to third parties or for whose security and reliability we may otherwise be accountable. Additionally, governmental authorities may use our networks products to access the personal data of individuals without our involvement; for example, through the so-called lawful intercept capabilities of network infrastructure. Even the perception that our products do not adequately protect personal or consumer data collected by us, made available to us or stored in or through our products or that they are being used by third parties to access personal or consumer data could impair our sales, results of operations, reputation and brand value.

Additionally, cyber-attacks can be difficult to

67


Table of Contents

prevent, detect or contain. We cannot rule out the possibility that there may have been cyber-attacks that have been successful and/or evaded our detection. We continue to invest in risk mitigating actions; however, there can be no assurance that such investments and actions will prevent or detect future cyber-attacks.

In connection with providing products and services to our customers and consumers, certain customer feedback, information on consumer usage patterns and other personal and consumer data are collected, stored and processed through us, either by us or by our business partners or subcontractors. We have outsourced a significant portion of our IT operations, as well as the network and information systems that we sell to third parties or for whose security and reliability we may otherwise be accountable. Loss, improper disclosure or leakage of any personal or consumer data collected by us or which is available to our partners or subcontractors, made available to us or stored in or through our products, could have a material adverse effect on us and harm our reputation and brand. Additionally, governmental authorities may use our networks products to access the personal data of individuals without our involvement; for example, through the so-called lawful intercept capabilities of network infrastructure, impairing our reputation.

Our business is also vulnerable to theft, fraud or other forms of deception, sabotage and intentional acts of vandalism by third parties and employees. Unauthorized access to or modification, misappropriation or loss of our intellectual property and confidential information, including personal data, could result in litigation and potential liability to customers, suppliers and other third parties, harm our competitive position, reduce the value of our investment in R&D and other strategic initiatives or damage our brand and reputation, which could have a material adverse effect on our business, results of operations or financial condition. Additionally, the cost and operational consequences of implementing further information system protection measures, especially if prescribed by national authorities, could be significant. We may not be successful in implementing such measures in due time, which could cause business disruptions and be more expensive, time consuming and resource-intensive. Such disruptions could adversely impact our business.

Inefficiencies, breaches, malfunctions or disruptions of information technology systems and processes could have a material adverse effect on our business and results of operations. As our business operations, including those we have outsourced, rely on complex IT systems, networks and related services, our reliance on the precautions taken by external companies to ensure the reliability of our and their IT systems, networks and related services is increasing. Consequently, certain disruptions in IT systems and networks affecting our external providers could also have a material adverse effect on our business.

Inefficiencies, breaches, malfunctions or disruptions of information technology systems and processes could have a material adverse effect on our business and results of operations.

Our operations rely on the efficient and uninterrupted operation of complex and centralized IT systems, networks and processes, which are integrated with those of third parties. Additionally, certain personal, consumer and customer data is stored and processed on our IT service provider’s equipment as part of our business operations. All IT systems, networks and processes are potentially vulnerable to damage, breaches,

72


Table of Contents

malfunction or interruption from a variety of sources. We are, to a significant extent, relying on third parties for the provision of IT services. We may experience disruptions if our partners do not deliver as expected or if we are unable to successfully manage systems and processes together with our business partners. The ongoing trend to Cloud-based architectures and network function virtualization has introduced further complexity and associated risk.

We are constantly seeking to improve the quality and security of our IT systems. For instance, we have introduced new significant IT solutions in recent years and outsourced certain functions, increasing our dependence on the reliability of external providers as well as the security of communication with them. We will often need to use new service providers and may, due to technical developments or choices regarding technology, increase our reliance on certain new technologies, such as Cloud or remote delivery on demand-based services and certain other services that are used over the internet rather than using a traditional licensing model. Switching to new service providers and introducing new technologies is inherently risky and may expose us to an increased risk of disruptions in our operations, for instance, due to network inefficiency, a cybersecurity breach, malfunctions or other disruptions resulting from IT systems and processes.

We pursue various measures in order to manage our risks related to system and network malfunctions and disruptions, including the use of multiple suppliers and their strong technical and contractual engagements in IT security. However, despite precautions taken by us, any malfunction or disruption of our current or future systems or networks, such as an outage in a telecommunications network used by any of our IT systems, or a breach of our cybersecurity, such as an attack, malware or other event that leads to an unanticipated interruption or malfunction of our IT systems, processes, networks or data leakages, could have a material adverse effect on our business, results of operations and brand value. Additionally, if we fail to successfully secure our IT, this may have a material adverse effect on our business and results of operations. A disruption of services relying on our IT, for instance, could cause significant discontent among users resulting in claims, contractual penalties or deterioration of our brand value.

Our Nokia Technologies business group aims to generate net sales and profitability primarily through licensing of the Nokia brandpatents, technologies and technologies in addition to the development and sales of products and services, especially in the area of digital health.Nokia brand. We are also engaged with other business ventures including technology innovation and incubation. Expected net sales and profitability for these businesses may not materialize as planned or at all. We may also be subject to liabilities related to our divested Digital Health business.

Our Nokia Technologies business group pursues various business opportunities building on our innovations and the Nokia brand. In addition to patent licensing and monetization, the Nokia Technologies business group is focused on generatinggenerates net sales and profits through business ventures related to Nokia brand and technology licensing and digital health.licensing.

In 2017,2018, we continued to integratesold the acquired WithingsDigital Health business intoand focused the Nokia Technologies portfoliobusiness group on licensing. Although we divested the Digital Health business and rebrandedno longer own or control it, the Withings products topossibility of continuing liabilities remains, be Nokia-branded products in June 2017. Refer to “Overview–Strategy” and “Business Overview–Our businesses–Nokia Technologies” for more information. However, there can be no assurance that we will achieve the intended benefitsit from the Withings acquisition or rebranding of the products under the Nokia brand; for instance, we may not be able to maintain or increase the salesbuyer of the business, acquired though the Withings acquisition. Competition in the consumer health market is intensifying, and Nokia Technologies needs to continue innovating, building differentiating technologies, and creating competitiveconsumers or other purchases of digital health products bearing the Nokia name, or regulatory or enforcement bodies seeking to hold Nokia responsible for regulatory or compliance failures relating to the products that respondoccurred on our watch. The outcome of any such claims or proceedings may be difficult to consumer needspredict and delivercould have a material adverse effect on brand promise. In 2017, we faced some quality challenges with some products in the portfolio and they resulted in delayed and/or reduced product sales. There can be no assurances that we are able to reach our targets with respect to growing the business, including being able to successfully make the right strategic bets and investments, including choices for the growth segments, product categories, product portfolio, target consumer segments and geographies, sales and marketing expansion, scaling up the supply chain and manufacturing, and strategic partnerships.financial condition.

Nokia Technologies has a strategic agreement covering branding rights and intellectual property licensing with HMD Global. Refer to “Overview–Strategy”“Business overview–Our strategy” and “Business Overview–Our businesses–overview–Nokia Technologies” for more information. Under the agreement, Nokia receives royalty payments from HMD Global for sales of Nokia branded mobile phones and tablets, covering both brand and intellectual property rights.patent licensing. As such, the amount of income and royalty payments for Nokia isare dependent on the businesssales volumes and successfinancial position of HMD Global. In 2017,Global and HMD Global continuedcontinuing to ramp up its businessmake payments to Nokia. In 2018, HMD Global renewed and launched the initialextended devices in its Nokia-branded mobile phone portfolio. For some products, HMD Global had a limited supply for critical components which resulted in reduced sales in some marketsNokia is also exploring new opportunities to license the brand beyond mobile devices and geographies.tablets. There can be no assurance that we will successfully reach additional new

68


Table of Contents

brand licensing arrangements at all or on terms that prove satisfactory to us. The agreement with HMD Global limits Nokia’s possibilities to license the Nokia brand for certain types of devices over an agreed time and as such limiting Nokia’s licensing possibilities with respect to such devices.

Additionally, licensing the Nokia brand to HMD Global or licensing the Nokia brand to other manufacturerscompanies could – in cases where the licensee acts inconsistently with our ethical, compliance or quality standards – negatively affect our reputation and the value of our brand, thus diminishing the business potential with respect to utilizing our brand for licensing opportunities or otherwise having a negative effect on our business. Nokia is not an investor or shareholder of HMD Global and Nokia has limitations in its ability to influence HMD Global in its business and other operations, exposing Nokiaus to potential adverse effects from the use of the Nokia brand by HMD Global or other adverse developments encountered by HMD Global that become attributable to Nokia thoughthrough association and HMD Global being a licensee of the Nokia brand.

In 2017, Nokia Technologies ceased further development of its OZO virtual reality camera and related software technologies (“Digital Media”) business.  The decision to end our investment in the Digital Media business was based on our assessment that the virtual reality industry segment did not grow as fast as we had anticipated it would grow and on our inability to meet the revenue targets for this business.  Nokia Technologies is in the process of settling outstanding liabilities with contract manufacturers and other suppliers arising from the cessation of the Digital Media business.

The Nokia Technologies business group develops and licenses various innovations as well as developing its own products and services, including digital health-related products. The manufacturing and selling of devices and services can expose us to risks, including product liability claims, claims from contract manufacturers and/or suppliers, negative consumer feedback and reputational harm. The digital health device portfolio comprises connected health devices, such as scales, watches, trackers, blood pressure monitors, thermometers, sleep and home products. With such products, there exists a possibility of actual or claimed device or software malfunctions which, if realized, could injure or harm users.  Some products are subject to regulatory approvals and/or compliance with regulatory standards in countries where such products are sold.  Product malfunctions, failure to obtain appropriate regulatory approvals or a failure to comply with regulatory standards may result in product recalls; litigation; claims for compensation; reputational harm; leakage of consumer data; brand deterioration; and/or criminal, civil, or regulatory actions, penalties and/or fines.

73


Table of Contents

The industries in which we operate, or may operate in the future, are generally fast-paced, rapidly evolving and innovative. Such industries are at different levels of maturity, and there can be no assurances that any investment we make will yield an expected return or result in the intended benefits. Our business will likely require significant well-placed investments to innovate and grow successfully. Such investments may include R&D, licensing arrangements, acquiring businesses and technologies, recruiting specialized expertise and partnering with third parties. Such investments may not, however, result in technologies, products or services that achieve or retain broad or timely market acceptance or are preferred by our customers and consumers. Additionally, we are entering into new business areas based on our technology assets and may explore new business ventures. Such business areas or plans may be adversely affected by adverse industry and market developments in the numerous diverse markets in which we operate, as well as by general economic conditions globally and regionally. As such, the investments may not be profitable or achieve the targeted rates of return. There can be no assurances that we will be able to identify and understand the key market trends and user segments enabling us to address customers’ and consumers’ expanding needs in order to bring new innovative and competitive products and services to market in a timely manner.

There can be no assurances that our Nokia Technologies business group will be successful in innovation and incubation or in generating net sales and profits through its business plans, for instance in technology and brand licensing, or products in the digital health area. Additionally, entering into new business areas may expose us to additional liabilities or claims, for instance through product liability or other regulatory frameworks and related government investigations, litigation, penalties or fines.licensing.

We operate in a number of differentmany jurisdictions around the world, and we are subject to various legal frameworks regulating corruption, fraud, trade policies, and other risk areas. At any given time, we may be subject to inspections, investigations, claims, and government proceedings, and the extent and outcome of such proceedings may be difficult to estimate with any certainty. We may be subject to material fines, penalties and other sanctions as a result of such investigations.

Bribery and anti-corruption laws in effect in many countries prohibit companies and their intermediaries from making improper payments to public officials for the purpose of obtaining new business or maintaining existing business relationships. Certain anti-corruption laws such as the United States Foreign Corrupt Practices Act (“FCPA”)(FCPA) also require the maintenance of proper books and records, and the implementation of controls and procedures in order to ensure that a company’s operations do not involve corrupt payments. Since we operate throughout the world, and given that some of our clientscustomers are government-owned entities and that our projects and agreements often require approvals from public officials, there is a risk that our employees, suppliers, consultants or agentscommercial third party representatives may take actions that are in violation of our policies and of applicable anti-corruption laws.

In many parts of the world where we currently operate or seek to expand our business, local practices and customs may be inconsistent with our policies, including the Nokia Code of Conduct, and could violate anti-corruption laws, including the FCPA and the UK Bribery Act 2010, and applicable European Union regulations, as well as applicable economic sanctions and embargoes. Our employees, or other parties acting on our behalf, could violate policies and procedures intended to promote compliance with anti-corruption laws or economic sanctions. Violations of these laws by our employees or other parties acting on our behalf, regardless of whether we had participated in such acts or had knowledge of such acts at certain levels within our organization, could result in us or our employees becoming subject to criminal or civil enforcement actions, including fines or penalties, disgorgement of profits and suspension or disqualification of sales. Additionally, violations of law or allegations of violations may result in reputational harm and loss of business and adversely affect our brand and reputation. Detecting, investigating and resolving such situations may also result in significant costs, including the need to engage external advisers, and consume significant time, attention and resources from our management and other key employees. The results and costs of such investigations or claims may be difficult to predict and could lead to, for instance, lengthy disputes, fines, fees or indemnities, costly settlement or the deterioration of the Nokia brand.

Through our Human Rights Due Diligence process, we aim to ensure via our sales interface that human rights are not infringed throughWith the misuse of the products and technology we provide. Potential product misuse is by far the most salient human rights risk in our operations. We also operate in many countries with a diverse supply chain, and there is a risk that our employees, partners or agents may take actions that are in contradiction to our Code of Conduct or that customers and suppliers may similarly violate these principles, which could also have an adverse impact on our reputation, brand, or financial position. We therefore employ a range of processes and procedures to mitigate these risks.

As Nokia has now completed its acquisition of Alcatel Lucent, any historical issues with Alcatel Lucent’s operations may be attributed to or the responsibility of Nokia. In the past, Alcatel Lucent has experienced both actual and alleged violations of anti-corruption laws. As a result of FCPA violations in the past, Alcatel Lucent had to pay substantial amounts in fines, penalties and disgorgement of profits to government enforcement agencies in the United States and elsewhere. We may be subject to claims, fines, investigations or assessments for conduct that we failed to or were unable to discover or identify in the course of performing our due diligence investigations of Alcatel Lucent, including unknown or unasserted liabilities and issues relating to fraud, trade compliance, non-compliance with applicable laws and regulations, improper accounting policies or other improper activities.

Any damages, fines, penalties or other sanctions or consequences attributable to us could have a material adverse effect on our brand, reputation or financial position.

We may be adversely affected by developments with respect to the customer financing or extended payment terms that we provide our customers.

Mobile operators in certain markets may require their suppliers, including us, to arrange, facilitate or provide financing in order to obtain sales or business. Similarly, operators may require extended payment terms. In certain cases, the amounts and duration of these financings and trade credits, and the associated impact on our working capital, may be significant. Requests for customer financing and extended payment terms are typical for our industry.

Uncertainty in the financial markets may result in increased customer financing requests. As a strategic marketing requirement, we arrange and facilitate financing or provide extended payment terms to a number of our customers, typically supported by export credit agencies or through the sale of related deferred receivables. In the event, that export credit agencies face future constraints on their ability or willingness to provide financing to our customers, or there is insufficient demand to purchase their receivables, such events could have a material adverse effect on our business and financial condition. We have agreed to extended payment terms for a number of our customers, and may continue to do so in the future. Extended payment terms may result in a material aggregate amount of trade credits. Even when the associated risk is mitigated by a diversified customer portfolio, defaults in the aggregate could have a material adverse effect on us.

69


Table of Contents

We cannot guarantee that we will be successful in arranging, facilitating or providing required financing, including extended payment terms to our customers, particularly in difficult financial conditions on the market. Additionally, certain of our competitors may have greater access to credit

74


Table of Contents

financing, which could adversely affect our ability to compete successfully for business opportunities in the markets in which we operate. Our ability to manage our total customer financing and trade credit exposure depends on a number of factors, including capital structure, market conditions affecting our customers, the levels and terms of credit available to us and our customers, the cooperation of export credit agencies and our ability to mitigate exposure on acceptable terms. We may be unsuccessful in managing the challenges associated with the customer financing and trade credit exposure that we may face from time to time. While defaults under financings, guarantees and trade credits to our customers resulting in impairment charges and credit losses have not been significant for us in the past, these may increase in the future, and commercial banks may not continue to be able or willing to provide sufficient long-term financing, even if backed by export credit agency guarantees, due to their own constraints.

We have sold certain receivables to banks or other financial institutions to mitigate the payment risk and improve our liquidity, and any significant change in our ability to continue this practice could impair our capability to mitigate such payment risk and to manage our liquidity.

We may not be able to collect outstanding guarantees and bonds that could limit our possibilities to issue new guarantees and/or bonds, which are required in customer agreements or practices. We also face risks that such commercial guarantees and bonds may be unfairly called.

We have operations in many countries with different tax laws and rules, which may result in complex tax issues and disputes.

Taxation or other fees collected by governments or governmental agencies may result in unexpected payment obligations, and in response to prevailing difficult economic conditions in the public sector, coupled with fundamental changes in international tax regulations, there may be an increased aggressiveness in collecting such fees. We may be obliged to pay additional taxes for past periods as a result of changes in law, or changes of tax authority practice or interpretation (possibly with retroactive effect in certain cases), resulting potentially in a material adverse effect on our cash flow and financial position. Our business and activities cover multiple jurisdictions and are subject to complex tax laws and rules as well as diverse tax authority practices and interpretations. Despite our governance and compliance procedures, there might be unintended consequences from changes in interpretation of complex tax regulations or retroactive implications in tax reforms to our business, subsidiaries and joint ventures. For instance, the U.S. government passed a comprehensive set of tax reforms in 2017 that impact many multinational businesses, including ours. The U.S. tax authority continues to issue regulatory guidance on many of these reforms, and interpretation of the reform package’s provisions is likewise on-going. Such regulatory guidance or new interpretations may have an unfavorable impact on us. As a company with global operations we are subject to tax investigations in various jurisdictions, and such proceedings can be lengthy, involve actions that can hinder local operations and affect unrelated parts of our business, and the outcome of such proceedings is difficult to predict. While we have made provisions for certain tax issues, the provisions we have made may not be adequate to cover such increases.

The taxes for which we make provisions, such as income taxes, indirect taxes and social taxes, could increase significantly in the future as a result of changes in applicable tax laws or global guidance in the area of transfer pricing in the countries in which we operate. Our business and the investments we make globally, especially in emerging markets, are subject to uncertainties, including unfavorable or unpredictable changes in tax laws (possibly with retroactive effect in certain cases), taxation treatment and regulatory proceedings, including tax audits. The impact of these factors is dependent on the types of revenue and mix of profit we generate in various countries, for instance, income from sales of products or services may have different tax treatments.

We may face adverse tax consequences due to our past acquisitions and divestments, including, but not limited to, stamp duties, land transfer taxes, franchise taxes and other levies. Additionally, there may be other potential tax liabilities which we are not currently aware of but which may result in significant tax consequences now or in the future.

In the context of our sale of the D&S business to Microsoft, we are required to indemnify Microsoft for certain tax liabilities, including (i) tax liabilities of the Nokia entities acquired by Microsoft in connection with the closing of the Salesale of the D&S Business,business, (ii) tax liabilities associated with the assets acquired by Microsoft and attributable to tax periods ending on or prior to the closing date of the Salesale of the D&S Business,business, and (iii) tax liabilities relating to the pre-closing portion of any taxable period that includes the closing date of the Sale of the D&S Business.

In relation to the sale of the HERE business, we are also required to indemnify the Consortium for certain tax liabilities, including tax liabilities of the HERE entities acquired by the Consortium in connection with the closing of the Sale of the HERE Business attributable to (i) tax periods ending on or prior to the closing date of the Sale of the HERE Business, and (ii) the pre-closing portion of any taxable period that includes the closing date of the Sale of the HERE Business.D&S business.

There may also be unforeseen tax expenses that turn out to have an unfavorable impact on us. As a result, and given the inherently unpredictable nature of taxation, there can be no assurance that our tax rate will remain at the current level or that cash flows regarding taxes will be stable.

Our actual or anticipated performance, among other factors, could reduce our ability to utilize our deferred tax assets.

Deferred tax assets recognized on tax losses, unused tax credits and tax deductible temporary differences are dependent on our ability to offset such items against future taxable income within the relevant tax jurisdiction. Such deferred tax assets are also based on our assumptions on future taxable earnings and these may not be realized as expected, which may cause the deferred tax assets to be materially reduced. There can be no assurances that an unexpected reduction in deferred tax assets will not occur. Any such reduction could have a material adverse effect on us. Additionally, our earnings have in the past been and may in the future continue to be unfavorably affected in the event that no tax benefits are recognized for certain deferred tax items.

We may be unable to retain, motivate, develop and recruit appropriately skilled employees.employees or may fail in workforce balancing.

Our success is dependantdependent on our ability to retain, motivate, develop and recruit appropriately skilled employees. The market for skilled employees and leaders in our business is extremely competitive. We continuously work on creatingdeveloping a corporate culture that is motivational, based on equal opportunities and encourages creativity and continuous learning to meet the challenges.

Our workforce has fluctuated over recent years as we have introduced changes in our strategy to respond to our business targets and endeavors. Such changes and uncertainty have caused and may in the future cause disruption and dissatisfaction among employees, as well as fatigue due to the cumulative effect of several reorganizations over the past years, our efforts to continue to evolve our business, and maximize operational efficiency and capitalize on the benefits following the acquisition of Alcatel Lucent.efficiency. These efforts might include implementing new organizational structures such as reorganization, strategic changes, M&A activity, competence development, relocation of employees, the closing or consolidation of sites, or insourcing/outsourcing parts of the business operations. As a result, employee motivation, energy, focus, morale and productivity may be reduced, causing inefficiencies and other problems across the

70


Table of Contents

organization resulting in the loss of key employees and increased costs in resolving and addressing such matters. The loss of key employees could result in resource gaps, some of which may only be noticed after a certain period of time or which negatively impact our relationship with customers, vendors or other business partners. Accordingly, we may need to take measures to attract, retain and motivate skilled employees.

Also, planned efforts to rebalance our workforce may not be completed as planned and may result in larger than expected costs, or we may not be able to complete such efforts as planned, for instance, due to legal restrictions, resulting in a non-optimal workforce that could hinder our ability to reach targeted cost savings. Succession planning, especially with respect to key employees and leaders, is crucial to avoid business disruptions and to ensure the appropriate transfer of knowledge. We have, and may from time to time, acquire businesses or complete other transactions where retaining key employees may be crucial to obtain the intended benefits of such transactions. We must ensure that key employees of such acquired businesses are retained and appropriately motivated. However, there can be no assurances that we will be able to implement measures

75


Table of Contents

successfully to retain or hire the required employees. We believe this will require significant time, attention and resources from our senior management and other key employees within our organization and may result in increased costs. We have encountered, and may in the future encounter, shortages of appropriately skilled employees or lose key employees or senior management, which may hamper our ability to implement our strategies and may have a material adverse effect on our business and results of operations.

Having skillful, motivated people in the right places is a key factor for the success of our strategy. However, we may fail in our efforts to rebalance our workforce as planned and may result in larger than expected costs, or we may not be able to complete such efforts, for instance, due to legal restrictions, resulting in a non-optimal workforce that could hinder our ability to reach targeted cost savings. Relationships with employee representatives are generally managed at the site level in accordance with country-specific legislation and most collective bargaining agreements have been in place for several years. Our inability to negotiate successfully with employee representatives or failures in our relationships with such representatives could result in strikes by the employees, increased operating costs as a result of higher wages or benefits paid to employees as the result of such strike or other industrial action or inability to implement changes to our organization and operational structure in the planned timeframe or expense level, or at all. If our employees were to engage in a strike or other work stoppage, we could experience a significant disruption in our day-to-day operations and higher ongoing labor costs, which could have a material adverse effect on our business and results of operations.

We may face problems or disruptions in our manufacturing, service creation, delivery, logistics or supply chain. Additionally, adverse events may have a profound impact on production sites or the production sites of our suppliers, which are geographically concentrated.

Our product manufacturing, service creation and delivery, as well as our logistics, or the components of such activities that we have outsourced to third parties, expose us to various risks and potential liabilities, including those related to compliance with laws and regulations, and exposure to environmental liabilities or other claims.claims and vulnerability to adverse natural or man-made disasters. Also, our dependence on third-party suppliers has increased as a result of our strategic decisions to outsource certain activities. Additionally, if we are subjected to negative publicity with respect to the activities that we manage or that are managed by third parties, we may experience an adverse impact to our reputation that can have a negative effect, for instance, on our brand and sales. These operations are continuously monitored and modified in an effort to improve the efficiency and flexibility of our manufacturing, service creation and delivery, as well as our logistics function and ability to produce, create and distribute continuously changing volumes. We, or third parties that we outsource services to, may experience difficulties in adapting our supply to meet the changing demand for our products and services, ramping up and down production at our facilities, adjusting our network implementation capabilities as needed on a timely basis, maintaining an optimal inventory level, adopting new manufacturing processes, finding the most timely way to develop the best technical solutions for new products, managing the increasingly complex manufacturing process, service creation and delivery process or achieving required efficiencies and flexibility.

Our manufacturing operations depend on obtaining sufficient quantities of fully functional products, components, sub-assemblies, software and services on a timely basis. Our principal supply requirements for our products are for electronic components, mechanical components and software, which all have a wide range of applications in our products.

In certain cases, a particular component or service may be available only from a limited number of suppliers or from a single supplier in the supply chain. Our product manufacturing, service creation and delivery, as well as our logistics, or the components of such activities that we have outsourced to third parties may also be adversely affected by various developments, including adverse changes in trade policies or laws or regulations, geopolitical disturbances, pandemic outbreaks or other similar events. For instance, a component supplier may experience delays or disruptions to our manufacturing processes or financial difficulties or even insolvency, bankruptcy or closure of our business, in particular due to difficult economic conditions.

Additionally, our dependence on third-party suppliers has increased as a result of our strategic decisions to outsource certain activities. Suppliers may from time to time extend lead times, limit supplies, change their partner preferences, increase prices, provide poor quality supplies or be unable to adapt to changes in demand due to capacity constraints or other factors, which could adversely affect our ability to deliver our products and services on a timely basis. For example, our efforts to meet our customer needs during major network roll-outs in certain markets may require sourcing large volumes of components and services from suppliers and vendors at short notice and simultaneouslyat the same time with our competitors. If we fail to properly anticipate customer demand, an over-supply or under-supply of components and production or services delivery capacity could occur. In many cases, some of our competitors utilize the same contract manufacturers, component suppliers and service vendors. If they have purchased capacity or components ahead of us, or if there is significant consolidation in the relevant supplier base, this could prevent us from acquiring the required components or services, which could limit our ability to supply our customers or increase our costs.

We may not be able to secure components on attractive terms from ourOur suppliers or a supplier may fail to meet our supplier requirements, such as our and our customers’ product quality, safety, security and other standards. Certain suppliers may not comply with local laws, including, among others, local labor laws. Consequently, some of our products may be unacceptable to us or to our customers. Our products are highly complex and defects in their design, manufacture and associated hardware, software and content have occurred in the past and may continue to occur in the future. Defects and other quality issues may result from, among other things, failure in our own product manufacturing and service creation and delivery, as well as failure of our suppliers to comply with our requirements, or failures in products and services created jointly with business partners or other third parties where the development and manufacturing process is not fully within our control. Quality issues may cause, for instance, delays in deliveries, loss of intellectual property, liabilities for network outages, court fees and fines due to breaches of significantly increasing regulatory privacy requirements and related negative publicity, and additional repair, product replacement or warranty costs to us, and harm our reputation and our ability to sustain or obtain business with our current and potential customers. With respect to our services, quality issues may relate to the challenges of having the services fully operational at the time they are made available to our customers and maintaining them on an ongoing basis. We may also be subject to damages due to product liability claims arising from defective products and components. We make provisions to cover our estimated warranty costs for our products and pending liability claims. We believe our provisions are appropriate, although the ultimate outcome may differ from the provisions that are provided for, which could have a material adverse effect on our results of operations, particularly profitability and financial condition.

We may experience challenges caused by third parties, or other external difficulties in connection with our efforts to modify our operations to improve the efficiency and flexibility of our manufacturing, service creation and delivery, as well as our logistics, including, but not limited to, strikes,

71


Table of Contents

purchasing boycotts, public harm to our brand and claims for compensation resulting from our decisions on where to place and how to utilize our manufacturing facilities. Such difficulties may result from, among other things, delays in adjusting production at our facilities, delays in expanding production capacity, failures in our manufacturing, service creation and delivery, as well as logistics processes, failures in the activities we have outsourced, and interruptions in the data communication systems that run our operations. Any of these events could delay our successful and timely delivery of products that meet our and our customers’ quality, safety, security and other requirements, cause delivery of insufficient or excess volumes compared to our own estimates or customer requirements, or otherwise have a material adverse effect on our sales and results of operations or our reputation and brand value.

Many of our production sites or the production sites of our suppliers are geographically concentrated, with a majority of our suppliers based in Asia. Also, weWe rely on efficient logistic chain elements, e.g.such as regional distribution hubs or transport chain elements (main ports, streets, and airways), which

76


Table of Contents

may be affected by various events, including natural disasters, civil unrest, political instability or public health-related issues.. In the event that any of these geographic areas are affected by any adverse conditions, such as severe impacts of climate change or other environmental events, natural or man-made disasters, geopolitical disruptions, civil unrest or health crises that disrupt production or deliveries from our suppliers, our ability to deliver our products on a timely basis could be adversely affected, which may have a material adverse effect on our business and results of operations.

An unfavorable outcome of litigation, arbitrations, agreement-related disputes or product liability-related allegations against our business could have a material adverse effect on us.

We are a party to lawsuits, arbitrations, agreement-related disputes and product liability-related allegations in the normal course of our business. Litigation, arbitration or agreement-related disputes can be expensive, lengthy and disruptive to normal business operations and divert the efforts of our management. Moreover, the outcomes of complex legal proceedings or agreement-related disputes are difficult to predict. An unfavorable resolution of a particular lawsuit, arbitration or agreement-related dispute could have a material adverse effect on our business, results of operations, financial condition and reputation. The investment or acquisition decisions we make may subject us to litigation arising from minority shareholders’ actions and investor dissatisfaction with the activities of our business. Shareholder disputes, if resolved against us, could have a material adverse effect on our financial condition and results of operations as well as expose us to disputes or litigation.

We record provisions for pending claims when we determine that an unfavorable outcome is likely and the loss can reasonably be estimated. Due to the inherent uncertain nature of legal proceedings, the ultimate outcome or actual cost of settlement may materially differ from estimates. We believe our provisions for pending claims are appropriate. The ultimate outcome, however, may differ from the provided estimate, which could have either a positive or an adverse impact on our results of operations and financial condition.

Although our products are designed to meet all relevant safety standards and other recommendations and regulatory requirements globally, we cannot guarantee we will not become subject to product liability claims or be held liable for such claims or be required to comply with future regulatory changes in this area, which could have a material adverse effect on our business and financial condition. We have been involved in several lawsuits alleging adverse health effects associated with our products, including those caused by electromagnetic fields, and the outcome of such procedures is difficult to predict, including potentially significant fines or settlements. Even a perceived risk of adverse health effects of mobile devices or base stations could have a material adverse effect on us through a reduction in the demand for mobile devices having an adverse effect, for instance, through a decreased demand for mobile networks or increased difficulty in obtaining sites for base stations.

For a more detailed discussion of litigation to which we are a party, refer to Note 29, Provisions, of our consolidated financial statements included in this annual report on Form 20-F.

We may not have access to sources of funding on favourablefavorable terms, or at all.

We rely on multiple sources of funding for short-term and long-term capital and aim to minimize the liquidity risk by maintaining a sufficient cash position and having committed credit lines in place. However, there can be no assurances that we will be able to generate sufficient amounts of capital or to maintain an efficient capital structure from time to time.

We also may not be able to have access to additional sources of funds that we may need from time to time with 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.

We may not be able to re-establish investment grade rating or maintain our credit ratings.

Moody’s, Standard & Poor’s and other credit rating agencies have assigned credit ratings to us and we have set a goal of re-establishing investment grade credit rating. There can be no assurances that we will be able achieve an investment grade credit rating at the targeted time, or at all.rating.

In the event our credit rating is downgraded, thatit could have a material adverse effect, for instance, on our cost of funds and related margins, our business financial condition,and results of operations, financial condition, liquidity, or access to capital markets.

We may be unable to achieve targeted benefits from, or successfully implement planned transactions or transactions may result in liabilities. We may be unable to realize the anticipated benefits, synergies, cost savings or efficiencies from acquisitions, and we may encounter issues or inefficiencies related to our organizational and operational structure, including being unable to successfully implement our business plans.  

From time to time, we may consider possible transactions that could complement our existing operations and enable us to grow our business or shift focus via divest of our existing businesses or operations. We have made a number of acquisitions and divestments, in addition to the recent acquisitions of Alcatel LucentSpaceTime Insight and Comptel.Unium and divestment of Digital Health business. We may engage in further transactions, such as acquisitions, divestments, mergers or joint ventures in the future. Additionally, we make investments to companies through certain investment funds, including NGP Capital, and thereCapital. There can be no assurance that suchthese transactions will be successful or yield expected benefits and results or that investments will result in new successful technologies that we will be able to monetize.

We cannot provide any assurances that any transactionstransaction we initiate, such as acquisitions, divestments, mergers or joint ventures, will ultimately be completed on favorable terms or provide the benefits or return on investment that we had originally anticipated. After reaching an agreement for a transaction, we may need to satisfy pre-closing conditions on acceptable terms, which may prevent us from completing the transaction or result in changes to the scope of the transaction. Furthermore, we may not succeed in integrating acquired operations with our existing business.

Transactions, including acquisitions, divestments, mergers or joint ventures, involve inherent risks, and the assumptions may be incorrect in evaluating a transaction. Therefore, we may be exposed to unknown, larger or contingent liabilities of acquired

72


Table of Contents

businesses, such as those related to contractual obligations, taxes, pensions, environmental liabilities, disputes and compliance matters. Additionally, there are multiple risks that can hamper or delay our ability to integrate acquired businesses and to achieve identified and anticipated operating and financial synergies,a transaction, including;

§

unanticipated delays or inability to proceed with transactions as planned, for instance, due to issues in obtaining regulatory or shareholder approvals, completing public offers or proposals, the imposition of conditions on the acquirer of a business to divest certain assets or impose other obligations due to competition laws or other regulations;

§

unanticipated costs or changes in scope, for instance, due to issues with regulators or courts imposing terms on a transaction or obstacles that result in changes required in the scope of the transaction;

§

the diversion of management attention from the existing business;

§

the potential loss of key employees, customers and suppliers;

77


Table of Contents

§

unanticipated changes in business, industry or general economic conditions that affect the assumptions underlying the acquisition;

§

potential disputes with sellers, purchasers or other counterparties;

§

impairments related to goodwill and other intangible assets, for instance, due to business performance after an acquisition or differences in evaluating the goodwill with respect to the acquired businesses;

§

potential limitations on our ability to control any joint ventures; accordingly, such transactions may result in increased exposure to operational, compliance, legal or financial risks;

§

unexpected costs associated with the separation of the business which is to be divested or with the integration of the business which is acquired;

§

additional payment obligations and higher costs resulting from non-performance by divested businesses;

§

exposure to contingent liabilities in connection with any indemnity we provide to the purchaser in connection with such divestment;

§

potential post-closing claims for indemnification and disputes with purchasers or sellers;

§

our dependence on some of the divested businesses as our suppliers in the future; and

§

high transaction costs.

Significant transactions may result in claims between the parties, (including, but not limited to, any indemnification claims), which can consume time and management attention, and the outcome of any claims related to significant transactions may be difficult to predict and could have a material adverse effect on our financial condition.

The level of effort required for successful integration depends on the complexity of the acquired business. Integration process involves certain risks and uncertainties, some of which are outside our control, and there can be no assurance that we will be able to realize the intended organizational and operational benefits and potentially targeted cost savings related to our business plans in the manner or within the timeframe currently anticipated. Such risks and uncertainties include, among others, the distraction of our management’s attention from our business resulting in performance shortfalls, the disruption of our ongoing business, interference with our ability to maintain our relationships with customers, vendors, regulators and employees and inconsistencies in our services, standards, quality, product road maps, controls, procedures and policies, any of which could have a material adverse effect on our business, financial condition and results of operations.

Potential challenges related to acquisitions that we may encounter regarding the integration process and operations, include the following:

§

adverse contractual issues with respect to various agreements with third parties (including joint venture agreements, customers, vendors, licensees or other contractual parties), certain financing facilities, pension fund agreements, agreements for the performance of engineering and related work/services, IT agreements, technology, intellectual property rights and licenses, employment agreements, or pension and other post-retirement benefits-related liability issues;

§

disruptions caused, for instance, by reorganizations, which may result in inefficiency within the new organization through loss of key employees or delays in implementing our intended structural changes, among other issues;

§

inability to achieve the targeted organizational changes, efficiencies or synergies in the targeted time or to the extent targeted or with targeted implementation costs, for instance due to inability to streamline overlapping products and services efficiently, rationalize our organization and overheads, reduce overheads and costs or achieve targeted efficiencies, and the risk of new and additional costs associated with implementing such changes;

§

inability to rationalize or streamline our organization or product lines or to retire legacy products and related services as a result of pre-existing customer commitments;

§

loss of, or lower volume of, business from key customers, or the inability to renew agreements with existing customers or establish new customer relationships, including limitations linked to customer policies with respect to aggregate vendor share or supplier diversity policies or increased efforts from competitors aiming to capitalize on disruptions;

§

conditions and burdens imposed by laws, regulators or industry standards on our business or adverse regulatory or industry developments or litigation affecting us, as a result of the acquisition of Alcatel Lucent or otherwise;

§

issues relating to fraud, non-compliance with applicable laws and regulations, improper accounting policies, improper internal control or other improper activities;

73


Table of Contents

§

challenges relating to the consolidation or ongoing integration of corporate, financial data and reporting, control and administrative functions, including cash management, foreign exchange/hedging operations, internal and other financing, insurance, financial control and reporting, IT, communications, legal and compliance and other administrative functions;

§

the coordination of R&D, marketing and other support functions may fail or cause inefficiencies or other administrative burdens caused by operating the combined business; and

§

our ability to eliminate the complexity of our corporate structure following the acquisition.

During the course of the ongoing integration process, we have been made aware of certain practices relating to compliance issues at the former Alcatel Lucent business that have raised concerns. We have initiated an internal investigation and voluntarily reported the matter to the relevant regulatory authorities, with whom we are cooperating with a view to resolving the matter. The resolution of this matter could result in potential criminal or civil penalties, including the possibility of monetary fines,  which could have a material adverse effect on our business, brand, reputation or financial position.  

Additionally, the anticipated cost reductions and other benefits expected to arise from the acquisitions and integration of businesses, as well as related costs to implement such measures, are derived from our estimates, which are uncertain. The underlying assumptions are inherently uncertain and subject to a variety of significant business, economic, and competitive factors, risks and uncertainties that could cause our actual results to differ materially from those contained in the expected synergy benefits and related cost estimates.

We are involved in joint ventures and are exposed to risks inherent to companies under joint management.

We have a number of joint ventures in various parts of the world. The agreements related to our joint ventures may require unanimous consent or the affirmative vote of a qualified majority of the shareholders to take certain actions, thereby possibly slowing down the decision-making process. In addition, joint venture companies involve inherent risks such as those associated with a complex corporate governance structure, including lack of transparency and consequent risks of compliance breaches or other similar issues, or issues in dissolving such entities or divesting their shareholdings, assets and liabilities, and also may involve negative public perceptions caused by the joint venture partner that are adverse to us.

Performance failures of our partners, as well as failures to agree to partnering arrangements with third parties could adversely affect us.

If any of the companies we partner and collaborate with were to fail to perform as expected, or if we fail to achieve the collaboration or partnering arrangements needed to succeed, we may be unable to bring our products, services or technologies to market successfully or in a timely manner, which could have a material adverse effect on our operations. We are increasingly collaborating and partnering with third parties to develop technologies, products and services, as well as seeking new revenue streams through partnering arrangements. We also depend on third-party partners in our efforts to monetize our brands, including the Nokia and Nokia Bell Labs brands and technologies, for instance, through arrangements where the brands are licensed to third-party products and the product development and distribution are handled partly or in full by third parties. Additionally, we have outsourced various functions to third parties and are relying on them to provide certain services to us. These arrangements involve the commitment of certain resources, including technology, R&D, services and employees. Although the objective of the collaborative and partnering arrangements is a mutually beneficial outcome for each party, our ability to introduce and provide products and services that are commercially viable and meet our, our customers’ and consumers’ quality, safety, security and other standards in a timely manner could be hampered from performance or other failures.

For instance, inif a partner acts inconsistently with our ethical, sustainability, compliance, brand, or quality standards, this can negatively affect our reputation, the value of our brand, and the business outcome of our partnerships.

In many areas, including IT, finance and human resources-related arrangements, a failure to maintain an efficient relationship with the selected partner may lead to ongoing operational problems or even to severe business disruptions, and we cannot give assurances that the availability of the processes and services upon which we rely on will not be interrupted, which could have a material adverse effect on our business operations, in particular related to the integration of Alcatel Lucent.operations. Performance problems may result in missed reporting deadlines, financial losses, missed business opportunities and reputational harm. In addition, as management’s focus shifts from a direct to an indirect operational control in these areas, there is a risk that without active management and monitoring of the relationship, the services provided may be below appropriate quality standards. Partners may not meet agreed service levels, in which case, depending on the impacted service, our contractual remedies may not fully cure all of the damages we may suffer. This is particularly true for any deficiencies that would impact the reporting requirements applicable to us as a company listed on multiple stock exchanges.

In order to implement outsourcing arrangements, we may be required to implement changes in our business practices and processes, for instance, to capture economies of scale and operational efficiencies, and to reflect a different way of doing business. Consequently, business processes that were customized for individual business groups or for us generally may be converted to a more standardized format. During a transition to outsourcing, our employees may need to train the partner’s staff or be trained in the partners’ systems, potentially resulting in the distraction of our employees. Adjustments to staff size and transfer of employees to the partner’s companies could have an adverse effect on us, for instance, through impacting the morale of our employees and raising complex labor law issues and resulting in the loss of key personnel.

There is also a risk that we may not be able to determine whether controls have been effectively implemented, and whether the partner company’s performance monitoring reports are accurate. Concerns could equally arise from giving third parties access to confidential data, strategic technology applications and books and records.

Additionally, we have a brand licensing partnership with HMD Global. HMD Global is responsible for following our brand and quality guidelines. If HMD Global or other partners act inconsistently with our ethical, sustainability, compliance, brand, or quality standards, this can negatively affect our reputation, the value of our brand, and the business outcome of our partnerships.

Additionally, partnering and outsourcing arrangements can create a dependency on the outsourcing company, causing issues in our ability to learn from day-to-day responsibilities, gain hands-on experience and adapt to changing business needs. Concerns could equally arise from giving third parties access to confidential data, strategic technology applications and books and records. There is also a risk that we may not be able to determine whether controls have been effectively implemented, and whether the partner company’s performance monitoring reports are accurate.

The carrying amount of our goodwill may not be recoverable.

We assess the carrying amount of goodwill annually, or more frequently if events or changes in circumstances indicate that such carrying amount may not be recoverable. We assess the carrying amount of other identifiable assets if events or changes in circumstances indicate that their

78


Table of Contents

carrying amounts may not be recoverable. If we do not generate revenues from our businesses as anticipated, our businesses may not generate sufficient positive operating cash flows. This, or other factors, may lead to a decrease in the value of our assets, including intangible assets and the goodwill attributed to our businesses, resulting in impairment charges that may adversely affect our net profit for the year. While we believe the estimated recoverable values are reasonable, actual performance in the short- and long-term and our assumptions on which we base our calculations could materially differ from our forecasts, which could impact future estimates of our businesses’ recoverable values, and may result in impairment charges.

74


Table of Contents

The amount of dividend and equity return distributed to shareholders for each financial period is uncertain and is affected by exchange rate fluctuations.uncertain.

We cannot assure that we will pay dividends or deliver return on equity on the shares issued by us, nor is there any assurance as to the amount of any dividend or return of equity we may pay, including but not limited to situations where we make commitments to increase our dividends. The payment and the amount of any dividend or return of equity is subject to the discretion of our Board and, ultimately, the general meeting of our shareholders and will depend on available cash balances, retained earnings, anticipated cash needs, the results of our operations and our financial condition and terms of outstanding indebtedness, as well as other relevant factors such as restrictions, prohibitions or limitations imposed by applicable law.

We are exposed to pension, employee fund-related and employee healthcare-related risks and we may be unsuccessful in our ability to avoid or control costs resulting from a need for increased funding.

We are exposed to various employee cost-related risks, including those related to pension, employee fund-related obligations and employee healthcare-related risks. In the United States, we maintain significant employee pension benefit plans and a significant retiree welfare benefit plan (providing post-retirement healthcare benefits and post-retirement life insurance coverage). Outside the United States, we contribute to pension schemes for large numbers of current and former employees. The U.S. and non-U.S. plans and schemes have funding requirements that depend on, among other things, various legal requirements, how assets set aside to pay for those obligations are invested, the performance of financial markets, interest rates, assumptions regarding the life expectancy of covered employees and retirees, and medical cost inflation and medical care utilization. To the extent that any of those variables change, the funding required for those plans/schemes may increase, and we may be unsuccessful in our ability to avoid or control costs resulting from such increased funding requirements. Our inability to avoid or control such costs could have a material adverse effect on our results of operations and our financial position.

With respect to our employee costs and pension and other post-retirement obligations, we face the following risks, among others:

§

financial market performance and volatility in asset values and discount rates affect the funded status of our pension obligations and could increase funding requirements, including legally required minimum contributions;

§

our pension plan participants and post-retirement health plan participants may live longer than has been assumed, which would result in an increase in our benefit obligations. We cannot be certain that the longevity of the participants in our pension plans or retiree healthcare plan will not exceed that indicated by the mortality tables we currently use or that future updates to those tables will not reflect materially longer life expectancies;

§

we currently fund, and expect to be able to continue to fund, our United States post-retirement healthcare and group life insurance costs for our formerly represented retirees with excess pension assets in our (United States) formerly represented pension plan, as permitted under Section 420 of the United States Internal Revenue Code. A deterioration in the funded status of that pension plan could negatively affect our ability to continue making Section 420 transfers. Section 420 is currently set to expire in 2025.

§

we currently provide post-retirement group life insurance coverage for a closed group of former non-represented employees who meet stated age and service criteria. This benefit obligation is largely insured through an experience-rated group life insurance policy issued by a reputable insurer, the premiums for which are paid from a voluntary employees’ beneficiary association (veba) trust. Based on current actuarial and return-on-asset assumptions and the present level and structure of this group life insurance obligation, we believe that we can continue to fund the premiums for this policy from this trust for several more years. Once the trust’s assets are depleted, however, the company will bear the annual premium cost associated with this benefit. Although we expect to be able, in the future, to fund this cost from excess pension assets in our (United States) non-represented pension plan, the level of excess pension assets in that plan in any given year may be insufficient to cover the annual premium cost.

We engage in the installation and maintenance of undersea telecommunications cable networks, and in the course of this activity we may cause damage to existing undersea infrastructure, for which we may ultimately be held responsible.

We engage in the supply of submarine optical fiber cable networks linking mainland to islands, island to island or several points along a coast, with activities also expanding to the supply of broadband infrastructure to oil and gas platforms and other offshore installations. Although thorough surveys, permit processes and safety procedures are implemented during the planning and deployment phases of all of these activities, there is a risk that previously-laid infrastructure, such as electric cables or oil pipelines, may go undetected despite such precautions, and be damaged during the process of installinglaying the telecommunications cable, potentially causing business interruption to third parties operating in the same area and accidental pollution or other disturbances or damage to the environment. While we have contractual limitations in place and maintain insurance coverage to limit our exposure, we cannot provide any assurance that these protections will be sufficient to cover such exposure entirely.

7975


 

Table of Contents

Shares and share capital

Nokia has one class of shares. Each Nokia share entitles the holder to one vote at General Meetings of Nokia.

As of December 31, 2017, the total number of Nokia shares was 5 839 404 303 and our share capital equaled EUR 245 896 461.96. As of December 31, 2017, Nokia and its subsidiary companies owned a total of  259 887 597 Nokia shares, representing approximately 4.5% of the total number of the shares and voting rights of the company.

In 2017, we did not cancel any shares.

In 2017, under the authorization held by the Board of Directors and in line with the capital structure optimization program, Nokia repurchased 153 601 462 shares representing approximately 2.6% of share capital and total voting rights as of December 31, 2017. In 2016, we had repurchased 54 296 182 shares. The price paid for the shares was based on the current market price of the Nokia share on the securities market at the time of the repurchase. The 207 897 644 repurchased shares representing approximately 3.6% of share capital and total voting rights on December 31, 2017 were cancelled, effective as of February 2, 2018.

In 2017, under the authorization held by the Board of Directors, we issued 415 750 new shares following the holders of stock options issued in 2011, 2012 and 2013 exercising their option rights. In addition, we issued 2 933 541 new shares without consideration to Nokia to be transferred to fulfil our obligation under the Nokia Equity Programs.

In 2017, under the authorization held by the Board of Directors, we issued a total of 12 199 284 treasury shares to our employees, including certain members of the Group Leadership Team, as settlement under Nokia’s equity-based incentive plans. The shares were issued without consideration and in accordance with the plan rules. The total number of treasury shares issued represented 0.2% of the total number of shares and the total voting rights as of December 31, 2017. The issuances did not have a significant effect on the relative holdings of other Nokia shareholders, or on their voting power.

Information on the authorizations held by the Board of Directors in 2017 to issue shares and special rights entitling to shares, to transfer shares and repurchase own shares, as well as information on related party transactions, the shareholders, stock options, shareholders’ equity per share, dividend yield, price per earnings ratio, share prices, market capitalization, share turnover and average number of shares is available in the “Corporate Governance—Compensation”, “Financial Statements”, “General facts on Nokia—Shares and shareholders” and “General facts on Nokia—Related party transactions” sections.

Refer to Note 20, Shares of the Parent Company, of our consolidated financial statements included in this annual report on Form 20‑F for further information regarding Nokia shares.

80


Table of Contents

Board of Directors and management

Pursuant to the Articles of Association of Nokia Corporation, our Board of Directors is composed of a minimum of seven and a maximum of 12 members. The Board of Directors is elected at least annually at the Annual General Meeting of the shareholders for a term ending at the end of the next Annual General Meeting, which convenes annually by June 30.

The Board of Directors has responsibility for appointing and discharging the President and CEO, the Chief Financial Officer and other members of the Group Leadership Team.

For information on remuneration, shares and stock options held by the Board of Directors, the President and CEO and the other members of the Group Leadership Team, refer to “Corporate governance—Compensation”. For more information regarding corporate governance at Nokia, refer to “Corporate governance—Corporate governance statement” or to our website at http://www.nokia.com/en_int/investors/corporate-governance.

Articles of Association

Our Articles of Association are available on our website www.nokia.com/en_int/investors/corporate-governance. Amendment of the Articles of Association requires a resolution of the general meeting of shareholders, supported by two-thirds of the votes cast and two-thirds of the shares represented at the meeting. For information on our Articles of Association, refer to “General facts on Nokia—Memorandum and Articles of Association”.

Our Articles of Association include provisions for obligation to redeem. Amendment of the provisions of Article 13 of the Articles of Association, “Obligation to purchase shares”, requires a resolution supported by three-quarters of the votes cast and three-quarters of the shares represented at the meeting.

81


Table of ContentsIndex

Corporate governance

Contents

Corporate governance statement 

8377

Introduction

77

Regulatory framework 

8378

Main corporate governance bodies of Nokia 

8378

General meeting of shareholders 

8379

Board of Directors 

8479

Group Leadership Team and President and CEO 

8985

Risk management, internal control and internal audit functions at Nokia 

9389

Main features of risk management systems 

9389

Description of internal control procedures in relation to the financial reporting process 

9389

Description of the organization of the internal audit function 

9389

Main procedures relating to insider administration 

9490

Share ownership of the Board of Directors and the Nokia Group Leadership Team

90

Auditor fees and services 

94

Audit Committee pre-approval policies and procedures

9491

Compensation 

9692

IntroductionHighlights

92

Word from the Chair of the Personnel Committee

93

Pay overview of the President and CEO

95

Remuneration Policy 

96

Remuneration Report

99

Remuneration governance 

97102

Remuneration policyNokia Group Leadership Team remuneration 

100104

Remuneration ReportReview of our incentive plans 

106105

Nokia Equity Program

107

 

 

8276


 

Table of Contents

Corporate governance statement

This corporate governance statement is prepared in accordance with Chapter 7, Section 7 of the Finnish Securities Markets Act (2012/746, as amended) and the Finnish Corporate Governance Code 2015 (the “Finnish Corporate Governance Code”).

Introduction

In 2018, we continued on delivering on Nokia’s commitment to strong corporate governance and related practices. To do that, the Board activities were structured to develop the Company’s strategy and to enable the Board to support the management on the delivery of it within a transparent governance framework. In addition to regular business and financial updates at each Board meeting, the table below sets out a high-level overview of the key areas of focus for the Board’s and its Committee’s activities during the year. 

January

March

April

May

July

October

November

Board

 Approval of the long-range and annual plans

 Group key risks

 Capital structure

AI strategy

 Strategic deep-dive into a business unit

Privacy

 Compliance and litigation

Equity programs

Board evaluation

 Strategy update

 Approval of financial statements

 AGM proposals and convening of the AGM

 Talent development and leadership succession

 Corporate strategy and strategy use cases review

Past M&A cases

 Corporate responsibility

 Appointment of the Chairs and Committees

 Establishment of Technology Committee

 Customer Operations and business group strategy execution update

 Bond refinancing

 Privacy

 Annual strategy meeting

 Talent development and leadership succession

 Corporate and detailed business group strategy recapitulation

 IT and Security

CGN
Committee

 Board composition and remuneration

 Board evaluation results

 Corporate Governance statement

 Corporate Governance update

 AGM proposals

 Proposal for the Chair and Vice Chair of the Board and composition of the Board’s Committees

 Board evaluation planning

 Board remuneration benchmarking

 Corporate Governance update

 Board composition

 Corporate Governance Statement

Personnel
Committee

 Achievement & performance outcomes

 Incentive targets and objectives

 Nokia Equity Program

 Culture update

 Incentive finalization

 Succession update

 Executive compensation review

 Culture, demography and diversity updates

 Diversity review

 Compensation strategy and philosophy

 Talent summit review

 Incentive framework

 Detailed equity plans 

 Compensation risk assessment

Audit
Committee

 Q4 and full year financials

 Compliance, Internal Audit and Internal Controls updates

 Review of audit services

 Audit firm rotation

 Review of Annual reports

 AGM proposals

 Audit firm rotation

 Q1 financials

 Compliance, Internal Audit and Internal Controls updates

 Annual audit plan

 Review of Auditor services   

 Security

 Audit firm rotation

 Technology presentations by the Audit firm candidates

 Q2 financials

 Audit scope

 Review of audit services

 Compliance, Internal Audit and Internal Controls updates

 Audit firm rotation

 Q3 financials

 Pension assets and liabilities

 Security

 Audit firm rotation

 Financial update

 Enterprise Risk Management (ERM) update

 Audit firm rotation

Technology
Committee

 Review of new strategic technology initiatives

 Updates on major innovation and technology trends

 Review of new strategic technology initiatives

 Updates on major innovation and technology trends 

Furthermore, we engaged with our shareholders at the Annual General Meeting held in May where shareholders exercised decision-making power and their right to present questions to the Board and management. At that meeting, we also met our aim to have representation of at least 40% of both genders on our Board well in advance of the target date of January 1, 2020. In addition, the Board established a Technology Committee to review high level innovation and technology strategies of the Company and to engage in a dialogue with the management with respect to major

77


Table of Contents

innovation and technology trends, related risks and opportunities and the Company’s technology competitiveness and bets.  We also noted in the Annual General Meeting that we have started a tender process regarding the rotation of our audit firm in accordance with the EU Audit Regulation. This has been one of the key focus areas of the Board’s Audit Committee in 2018. During 2018, the Chair of the Personnel Committee also engaged with our largest investors to discuss executive remuneration as well as the related governance and disclosure practices.  

Regulatory framework

Our corporate governance practices comply with Finnish laws and regulations as well as with our Articles of Association. We also comply with the Finnish Corporate Governance Code, available at www.cgfinland.fi,www.cgfinland.fi. Under the Finnish Corporate Governance Code a company is deemed to be in compliance with the following exception:Corporate Governance Code even if it departs from individual recommendations, provided that the departures are reported and explained.

In 2017,2018, we complied with the Finnish Corporate Governance Code, with the exception that we were not in full compliance with the recommendation 24 becauseas our restricted share plans did not include performance criteria but were time-based only. The restricted shares vest in three equal tranches on the first, second and third anniversary of the award subject to continued employment with Nokia. Restricted Shares were toare and will be granted on a limited basis for exceptional purposes related to retention and recruitment primarily in the United States, to ensure Nokia is able to retain and recruit vital talent for the future success of the company. The restricted share plan for 20182019 is designed in a similar manner. The Board approves, upon recommendation from the Board’s Personnel Committee, any long-term incentive compensation and all equity plans, programs or similar arrangements of significance that the company establishes for its employees.

We comply with the corporate governance standards of Nasdaq Helsinki which are applicable to us due to the listing of our shares on the exchange. Furthermore, as a result of the listing of our American Depositary Shares on the New York Stock Exchange (the “NYSE”)NYSE) and our registration under the U.S. Securities Exchange Act of 1934, we must comply with the applicable U.S. federal securities laws and regulations, including the Sarbanes-Oxley Act of 2002 as well as the rules of the NYSE, in particular the corporate governance standards under Section 303A of the NYSE Listed Company Manual which is available at http://nysemanual.nyse.com/lcm/. We comply with these standards to the extent such provisions are applicable to foreign private issuers.us.

To the extent any non-domestic rules would require a violation of the laws of Finland, we are obliged to comply with Finnish law. There are no significant differences in the corporate governance practices applied by Nokia compared to those applied by United Statesthe U.S. companies under the NYSE corporate governance standards with the exception that Nokia complies with Finnish law with respect to the approval of equity compensation plans. Under Finnish law, stock option plans require shareholder approval at the time of their launch. All other plans that include the delivery of company stock in the form of newly issued shares or treasury shares require shareholder approval at the time of the delivery of the shares unless a shareholder approval has been granted through an authorization to the Board, a maximum of five years earlier. The NYSE corporate governance standards require that the equity compensation plans beare approved by athe company’s shareholders. Nokia aims to minimize the necessity for, or consequences of, conflicts between the laws of Finland and applicable non-domestic corporate governance standards.

The Board has also adopted corporate governance guidelines (“Corporate(Corporate Governance Guidelines”)Guidelines) to reflect our commitment to good corporate governance. OurThe Corporate Governance Guidelines include the directors’ responsibilities, the composition and election of the members of the Board, its committees and certain other matters relating to corporate governance. In addition, the Committees of the Board have adopted charters that define committees’ main duties and operating principles. We also have a Code of Conduct that is applicable to all of our employees, directors and management and the Code of Ethics applicable to the President and CEO, Chief Financial Officer, Deputy Chief Financial Officer, and Corporate Controller. All of the mentioned documents are available on our website at http://www.nokia.com/en_int/investors/corporate-governance.

Main corporate governance bodies of Nokia

Pursuant to the provisions of the Finnish Limited Liability Companies Act (2006/624, as amended) (the “FinnishFinnish Companies Act”)Act) and Nokia’s Articles of Association, the control and management of Nokia are divided among the shareholders at a general meeting, the Board, the President and CEO and the Group Leadership Team, chaired by the President and CEO.

78


Table of Contents

Picture 4

General meetingMeeting of shareholdersShareholders

TheNokia shareholders mayplay a key role in corporate governance, with our Annual General Meeting offering a regular opportunity to exercise their decision-making power andin the company. In addition, at the meeting the shareholders may exercise their right to speak and ask questions at the general meeting of shareholders.questions. Each Nokia share entitles a shareholder to one vote at general meetings of Nokia. Pursuant to the Finnish Companies Act, an Annual General Meeting must convene annually by June 30. The Annual General Meeting decides, among other things, on the election and remuneration of the Board, the adoption of the annual accounts, the distribution of profit shown on the balance sheet, and discharging the members of the Board and the President and CEO from liability, as well as on the election and fees of the external auditor.

In addition to the Annual General Meeting, an Extraordinary General Meeting shallmay be convened when the Board considers such meeting to be necessary, or when the provisions of the Finnish Companies Act mandate that such a meeting must be held.

83


Table of Contents

Picture 4

Board of Directors

The operations of Nokia are managed under the direction of the Board, within the framework set by the Finnish Companies Act and Nokia’s Articles of Association as well as any complementary rules of procedure as defined by the Board, such as the Corporate Governance Guidelines and the charters of the Board’s committees.

Election and composition of the Board of Directors, election of the Chair and Vice Chair of the Board and the Chairs and members of the Board’s Committees

Pursuant to the Articles of Association of Nokia Corporation, we have a Board that is composed of a minimum of seven and a maximum of 12 members. The Board is elected at least annually at each Annual General Meeting with a simple majority of the shareholders’ votes cast at the meeting. The term of a Board member shall beginbegins at the closing of the general meeting at which he or she was elected, or later as resolved by the general meeting, and expire at the closing of the following Annual General Meeting. The Annual General Meeting convenes by June 30 annually.

The Annual General Meeting held on May 23, 2017 elected the following ten members to the Board for a term ending at the close of the Annual General Meeting in 2018: Bruce Brown, Jeanette Horan, Louis R. Hughes, Edward Kozel, Jean C. Monty, Elizabeth Nelson, Olivier Piou, Risto Siilasmaa, Carla Smits-Nusteling and Kari Stadigh.

Our Board’s leadership structure consists of a Chair and Vice Chair elected annually by the Board, and confirmed by the independent directors of the Board from among the Board members upon the recommendation of the Corporate Governance and Nomination Committee. On May 23, 2017, the Board elected Risto Siilasmaa to continue to serve as the Chair and Olivier Piou as the Vice Chair of the Board. The Chair of the Board has certain specific duties as stipulated by Finnish law and our Corporate Governance Guidelines. The Vice Chair of the Board assumes the duties of the Chair of the Board in the event he or she is prevented from performing his or her duties.

We do not have a policy concerning the combination or separationThe independent directors of the rolesnew Board also confirm the election of the Chairmembers and chairs for the Board’s committees from among the Board’s independent directors upon the recommendation of the BoardCorporate Governance and the PresidentNomination Committee and CEO, but the leadership structure is dependentbased on our needs, shareholder value and other relevant factors applicable from time to time, while respecting the highest corporate governanceeach committee’s member qualification standards. In 2017, Rajeev Suri served as the President and CEO, while Risto Siilasmaa served as the Chair of the Board.

The current members of the Board are all non-executive. For the term of the Board that beganThese elections take place at the Annual General Meeting on May 23, 2017, all Board’s assembly meeting following the general meeting.

Board member candidates were determined to be independent under the Finnish corporate governance standards and the rules of the NYSE.diversity

The Board has adopted principles concerning Board diversity describing (a) our commitment to promoting diverse Board composition and (b) how diversity is embedded into our processes and practices when identifying and proposing new Board candidates as well as re-election of current Board members.

At Nokia, the Board diversity consists of a number of individual elements, including gender, age, nationality, cultural and educational backgrounds, skills and experience. At Nokia, diversity is not a static concept but rather a relevant mix of required elements for the Board as a whole that evolves with time based on, among other things, the relevant business objectives and future needs of Nokia. The Board diversity is treated as a means of improvement and development rather than an end in itself.

Nokia acknowledges and supports the resolution adopted by the Finnish Government on February 17, 2015 on gender equality on the boards of directors of Finnish large and mid-cap listed companies. Accordingly, we aim to have representation of 40% of both genders in our Board by January 1, 2020 by proposing a corresponding Board composition for shareholder approval in the Annual General Meeting of 2019, at the latest. At the Annual General Meeting on May 23, 2017, Jeanette Horan was elected to the Board after which the gender balance of the Board was 70% male and 30% female. We report annually our objectives relating to both genders being represented on our Board, the means to achieve them, and the progress we have made in achieving them.

In 2018 we met our aim to have representation of at least 40% of both genders on our Board by January 1, 2020.

8479


 

Table of Contents

Currently there are five different nationalities represented in the Board and 40% of the Board members are female.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Risto Siilasmaa

 

Olivier Piou

 

Sari Baldauf

 

Bruce Brown

 

Jeanette Horan

 

Louis R. Hughes

 

Edward Kozel

 

Elizabeth Nelson

 

Carla Smits-Nusteling

 

Kari Stadigh

Gender

 

Male

 

Male

 

Female

 

Male

 

Female

 

Male

 

Male

 

Female

 

Female

 

Male

Year of birth

 

1966

 

1958

 

1955

 

1958

 

1955

 

1949

 

1955

 

1960

 

1966

 

1955

Nationality

 

Finnish

 

French

 

Finnish

 

American

 

British

 

American

 

American

 

American

 

Dutch

 

Finnish

On Board since

 

2008

 

2016

 

2018

 

2012

 

2017

 

2016

 

2017

 

2012

 

2016

 

2011

Tenure at AGM 2018

 

10

 

 2

 

0

 

 6

 

 1

 

 2

 

 1

 

 6

 

 2

 

 7

Experience and skills of the Board members

Picture 12

Members of the Board of Directors

Set forth below areThe Annual General Meeting held on May 30, 2018 elected ten members Sari Baldauf, Bruce Brown, Jeanette Horan, Louis R. Hughes, Edward Kozel, Elizabeth Nelson, Olivier Piou, Risto Siilasmaa, Carla Smits-Nusteling and Kari Stadigh to the Board for a term ending at the close of the Annual General Meeting in 2019. Following the meeting, the Board also re-elected Risto Siilasmaa to continue to serve as the Chair and Olivier Piou as the Vice Chair of the Board.

The current members of the Board and their biographical details. Information aboutare all non-executive. For the share ownershipterm of the Board membersthat began at the Annual General Meeting, all Board member candidates were determined to be independent under the Finnish corporate governance standards and the rules of the NYSE.

We do not have a policy concerning the combination or separation of the roles of the Chair of the Board and the President and CEO. Our leadership structure is disclosed independent on our needs, shareholder value and other relevant factors applicable from time to time, while respecting the Remuneration Statement, refer to “–Compensation” below.highest corporate governance standards. In 2018, Rajeev Suri served as the President and CEO while Risto Siilasmaa served as the Chair of the Board.

Biographical details of our current Board members

Chair Risto Siilasmaa

b. 1966

Chair of the Nokia Board. Board member since 2008. Chair since 2012. Chair of the Corporate Governance and Nomination Committee and member of the Technology Committee.

Master of Science (Eng.), Helsinki University of Technology, Finland.

President and CEO of F-Secure CorporationOyj 1988–2006.

Chairman of the Board of Directors of F-Secure Corporation. ChairmanOyj. Member of the Board of Directors of Futurice Oy. Member of the FederationBoard of FinnishDirectors of Technology Industries.Industries of Finland. Member of European Roundtable of Industrialists. Member of the Global Tech panel, an initiative of EU High Representative Federica Mogherini.  

Member 2013-2016 and Vice Chairman of the Board of Directors of the Confederation of Finnish Industries (EK). Member 2017-2018. Vice Chairman 2013-2015 and Chairman of European Roundtablethe Board of Industrialists.

Directors of Technology Industries of Finland 2016-2018.  Chairman of the Board of Directors of Elisa Corporation 2008–2012.2008-2012.

Vice Chair Olivier Piou

b. 1958

Vice Chair of the Nokia Board. Board member and Vice Chair since 2016. Member of the Personnel Committee and the Corporate Governance and NominationTechnology Committee.

Engineer, École Centrale de Lyon, France.

Chief Executive Officer of Gemalto N.V. 2006–2016. Chief Executive Officer of Axalto N.V. 2004–2006. With Schlumberger Ltd 1981–2004, including numerous management positions in the areas of technology, marketing and operations, in France and the United States.

Member of the Board of Directors of Gemalto N.V. Member of the Board of Directors of the PESH foundation.

Member of the Board of Directors of Alcatel Lucent SA 2008–2016.

80


Table of Contents

Sari Baldauf

b. 1955

Nokia Board member since 2018. Member of the Personnel Committee and the Corporate Governance and Nomination Committee.

Master of Business Administration, Helsinki School of Economics and Business Administration. Bachelor of Science, Helsinki School of Economics and Business Administration. Honorary doctorates in Technology (Helsinki University of Technology) and Business Administration (Turku School of Economics and Business Administration and Aalto University School of Business).

Executive Vice President and General Manager, Networks Business Group, Nokia, 1998–2005. Various executive positions at Nokia in Finland and the United States 1983-1998.

Member of the Supervisory Board and Member of the Nomination Committee of Daimler AG. Member of the Board of Directors of Aalto University. Chair of the Vexve Holding Oy. Senior Advisor of DevCo Partners Oy.

Member of the Supervisory Board of Deutsche Telekom AG 2012 – 2018. Chair of the Board of Directors of Fortum Oyj 2011-2018. Member of the Board of Directors of Akzo Nobel 2012–2017. Member of the Board of Directors of F-Secure Oyj 2005-2014.

Bruce Brown

b. 1958

Nokia Board member since 2012. Chair of the Personnel Committee. Member of the Corporate Governance and Nomination Committee and the Technology Committee.

MBA, (Marketing and Finance), Xavier University, the United States. BS (Chemical Engineering), Polytechnic Institute of New York University, the United States.

Retired from The Procter & Gamble Company in 2014. Chief Technology Officer of the Procter & Gamble Company 2008–2014. Various executive and managerial positions in Baby Care, Feminine Care, and Beauty Care units of The Procter & Gamble Company since 1980 in the United States, Germany and Japan.

Member of the Board of Directors, of Agency for Science, Technology & Research (A*STAR) in Singapore. Member of the Board of Directors, the Audit Committee and the Nominating and Corporate Governance Committee of P. H. Glatfelter Company. Member of the Board of Directors, the Audit Committee and the Compensation Committee of Medpace, Inc.

Member of the Board of Directors of Agency for Science, Technology & Research (A*STAR) in Singapore 2011-2018.

Jeanette Horan

b. 1955

Nokia Board member since 2017. Member of the Audit Committee and the Technology Committee.

MBA, Business Administration and Management, Boston University, the United States. BSc, Mathematics, University of London, United Kingdom. 

Various executive and managerial positions in IBM 1998-2015. Vice President of Digital Equipment Corporation 1994-1998. Vice President, Development, of Open Software Foundation 1989-1994. 

Member of the Supervisory Board at Wolters Kluwer, and the Chair of the Remuneration Committee. Member of the Board of Advisors at Jane Doe No More, a non-profit organization.

Member of the Board of Advisors of Cyberreason 2017-2018. Member of the Board of Directors of West Corporation 2016-2017. Member of the Board of Directors of Microvision 2006-2017.

Louis R. Hughes

b. 1949

Nokia Board member since 2016. Member of the Audit Committee and the Technology Committee.

Master’s Degree in Business Administration, Harvard University, Graduate School of Business, the United States. Bachelor of Mechanical Engineering, General Motors Institute, now Kettering University, the United States.

President & Chief Operating Officer of Lockheed Martin in 2000. Executive Vice President of General Motors Corporation 1992–2000. President of General Motors International Operations 1992–1998. President of General Motors Europe 1992–1994.

Chairman of InZero Systems (formerly GBS Laboratories) (the United States). Executive advisor partner of Wind Point Partners. Member of the Advisory Board, Cognomotiv (the United States).

Independent director and member of the Audit Committee of AkzoNobel.AkzoNobel 2006-2018. Independent director 2003-2018 and chairmanChairman of the Audit, Finance and Compliance Committee of ABB. Executive advisor partner of Wind Point Partners.

85


Table of Contents

ABB 2011-2018. Member of the Board of Directors of Alcatel Lucent SA 2008–2016.

Edward Kozel

b. 1955

Nokia Board member since 2017. MemberChair of the Technology Committee and member of the Audit Committee.

Degree in Electrical Engineering and Computer Science, University of California, the United States.

President and CEO of Range Networks 2013-2014, Owner of Open Range 2000-2013, Chief Technology and Innovation Officer and member of the Board of Management of Deutsche Telecom 2010-2012, CEO of Skyrider 2006-2008, Managing Director of Integrated Finance 2005-2006, Senior Vice President, Business development and Chief Technology Officer and Board Member of Cisco 1989-2001.

Various Board Memberships in 1999–2009.

Jean Monty

b. 1947

Nokia Board member since 2016. Member81


Table of the Personnel Committee.Contents

Bachelor of Arts, Collège Sainte-Marie de Montréal, Canada. Master of Arts in Economics, University of Western Ontario, Canada. Master of Business Administration, University of Chicago, the United States.

Chairman of the Board and Chief Executive Officer of Bell Canada Enterprises until 2002. President and Chief Executive Officer of Nortel Networks Corporation until 1997.

Member of the Board of Directors of Fiera Capital Inc. Member of the Boards of Directors of Bombardier 1998-2017. Member of the Board of Directors of Alcatel Lucent SA 2008–2016.

Elizabeth Nelson

b. 1960

Nokia Board member since 2012. ChairMember of the Audit Committee and the Personnel Committee.

MBA (Finance), the Wharton School, University of Pennsylvania, the United States. BS (Foreign Service), Georgetown University, the United States.

Executive Vice President and Chief Financial Officer, Macromedia, Inc. 1997–2005. Vice President, Corporate Development, Macromedia, Inc. 1996–1997. Various roles in Corporate Development and International Finance, Hewlett-Packard Company 1988–1996.

Chairman of the Board of Directors of DAI. Independent Lead Director and Chair of the Audit Committee of Zendesk Inc. Independent Director and Chair of the Audit Committee of Upwork Inc.

Member of the Board of Directors of Pandora Media 2013-2017. Member of the BoardsBoard of Directors of Brightcove, Inc. 2010–2014, SuccessFactors, Inc. 2007–2012 and Ancestry.com, Inc. 2009–2012.2014.

Carla Smits-Nusteling

b. 1966

Nokia Board member since 2016. MemberChair of the Audit Committee and member of the Corporate Governance and Nomination Committee.

Master’s Degree in Business Economics, Erasmus University Rotterdam, the Netherlands. Executive Master of Finance and Control, Vrije University Amsterdam, the Netherlands.

Member of the Board of Directors and Chief Financial Officer of KPN 2009–2012. Various financial positions in KPN 2000–2009. Various financial and operational positions in TNT/PTT Post 1990–2000.

Member of the Supervisory Board since 2013 and Chair of the Audit Committee of ASML. Member of the Board of Directors since 2013 and Chair of the Audit Committee of TELE2 AB. Member of the Management Board of the Unilever Trust Office since 2015. Lay Judge in the Enterprise Court of the Amsterdam Court of Appeal since 2015.

Kari Stadigh

b. 1955

Group CEO and President of Sampo plc. Nokia Board member since 2011. Member of the Personnel Committee and the Corporate Governance and Nomination Committee.

Master of Science (Eng.), Helsinki University of Technology, Finland. Bachelor of Business Administration, Hanken School of Economics, Helsinki, Finland.

Deputy CEO of Sampo plc 2001–2009. President of Sampo Life Insurance Company Limited 1999–2000. President of Nova Life Insurance Company Ltd 1996–1998. President and COO of Jaakko Pöyry Group 1991–1996.

Chairman of the Board of Directors of Mandatum Life Insurance Company Limited. Member of the Board of Directors and Chair of the Board’s Risk Committee of Nordea Bank AB (publ). Waypoint Capital Group Holdings SA.

Chairman of the Board of Directors of If P&C Insurance Holding Ltd (publ) and Mandatum Life Insurance Company Limited.2002-2019. Member of the Board of Directors of the Federation of Finance Finland (previously Finnish Financial Services). MemberNordea Bank AB (publ) 2010-2018. Chair of the Board Risk Committee (BRIC) of Directors of Waypoint Capital Group Holdings SA.Nordea Bank AB (publ) 2011-2018. Member of the Board of Directors of Niilo Helanderin Säätiö. 2005-2018.

Election of the Chair of the Board of Directors and Vice Chair of the Board of Directors and the chair and members of the Board’s Committees

The Chair of the Board and the Vice Chair of the Board of Directors are elected from among the members of the Board by the new Board and confirmed by the independent directors of the Board based on the recommendation of the Corporate Governance and Nomination Committee. The independent directors of the new Board also confirm the election of the members and chairs for the Board’s committees from among the Board’s

86


Table of Contents

independent directors upon the recommendation of the Corporate Governance and Nomination Committee and based on each committee’s member qualification standards. These elections will take place at the Board’s assembly meeting following the Annual General Meeting in 2018.

Operations of the Board of Directors

The Board represents and is accountable to the shareholders of Nokia. While its ultimate statutory accountability is to the shareholders, the Board also takes into account the interests of the Company’s other stakeholders. The Board’s responsibilities are active, not passive, and include the responsibility to evaluate the strategic direction of Nokia, its management policies and the effectiveness of the implementation of such by the management on a regular basis. It is the responsibility of the members of the Board to act in good faith and with due care, so as to exercise their business judgment on an informed basis, in a manner which they reasonably and honestly believe to be in the best interests of Nokia and its shareholders. In discharging that obligation, the members of the Board must inform themselves of all relevant information reasonably available to them. The Board and each Board committee also have the power to appoint independent legal, financial or other advisorsadvisers as they deem necessary from timenecessary. The Company will provide sufficient funding to time.the Board and to each committee to exercise their functions and provide compensation for the services of their advisers.

The Board is ultimately responsible for monitoring and reviewing Nokia’s financial reporting process, effectiveness of related control and audit functions and the independence of Nokia’s external auditor, as well as for monitoring the statutory audit of the annual and consolidated financial statements. The Board’s responsibilities also include overseeing the structure and composition of our top management and monitoring legal compliance and the management of risks related to our operations. In doing so, the Board may set annual ranges and/or individual limits for capital expenditures, investments and divestitures and financial and non-financial commitments that may not be exceeded without a separate Board approval.

In risk management policies and processes, the Board’s role includes risk analysis and assessment in connection with financial, strategy and business reviews, updates and decision-making proposals. Risk management policies and processes are integral parts of Board deliberations and risk-related updates are provided to the Board on a recurring basis. For a more detailed description of our risk management policies and processes, refer to “—Risk management, internal control and internal audit functions at Nokia—Main features of risk management systems” below.

The Board has the responsibility for appointing and discharging the President, the Chief Executive Officer, Chief Financial Officer and CEO and the other members of the Group Leadership Team.Chief Legal Officer. Since May 2014, Rajeev Suri has served as the President and CEO. His rights and responsibilities include those allotted to the President under Finnish law and he also chairs the Group Leadership Team.

82


Table of Contents

Subject to the requirements of Finnish law, the independent directors of the Board confirm the compensation and terms of employment of the President and CEO upon the recommendation of the Personnel Committee of the Board. The compensation and employment conditions of the other members of the Group Leadership Team are approved by the Personnel Committee upon the recommendation of the President and CEO.

The Board has three committees: the Audit Committee, the Corporate Governance and Nomination Committee and the Personnel Committee. These committees assist the Board in its duties pursuant to their respective committee charters. The independent directors of the Board elect the members and chairs of the Board’s committees from among the Board’s independent directors based on the recommendation of the Corporate Governance and Nomination Committee and based on each committee’s member qualification standards. The Board may also establish ad hoc committees for detailed reviews or consideration of particular topics to be proposed for the approval of the Board.evaluation

In line with our Corporate Governance Guidelines, the Board conducts annual performance evaluations,evaluation which also include evaluationsevaluation of the Board committees’ work, as well as the Board and Committee Chairs and individual Board members. In 2017,connection with the same, the Board conducts an evaluation of the President and CEO. In 2018, an independent external evaluator assisted inconducted the BoardBoard’s evaluation processprocesses consisting of Board self-evaluations, and peer evaluations and interviews as well as interviews.the evaluation of the President and CEO. The evaluation process included both numeric assessments and the possibility to provide more detailed written and verbal comments. The feedbackFeedback was also requested from selected members of management was also requested as part of thisthe Board evaluation process. TheEach year, the results of the evaluation are discussed and analyzed by the entire Board and improvement actions are agreed based on such discussion.

Meetings of the Board of Directors

The Board held 2119 meetings excluding committee meetings during 2017,2018, of which approximately 40%37% were regularly scheduled meetings held in person, occasionally complemented by meetingsaccess via video or conference calls or bycalls. The other means. Additionally,meetings were held in 2017,writing. 

 

 

 

 

 

 

 

 

 

Number of

 

Number of

 

 

 

 

meetings

 

meetings

 

Attendance in

 

 

in person

 

in writing

 

all meetings %

Full Board

 

7

 

12

 

100

Audit Committee

 

8

 

 –

 

98

Personnel Committee

 

 6

 

 5

 

100

Corporate Governance and Nomination Committee

 

 5

 

 –

 

100

Technology Committee(1)

 

 2

 

 –

 

100

(1)From May 30, 2018 when the non-executive directors held meetings regularly without management in connection with Board meetings.Board’s Technology Committee was officially established.

Directors’ attendance at Board and Committee meetings including committee meetings but excluding meetings among the non-executive directors or independent directors only, in 20172018 is set forth in the table below:

 

 

 

 

 

 

 

 

 

 

 

    

    

    

    

    

Corporate

    

    

 

 

 

 

 

 

 

Governance

 

 

 

 

 

 

 

Audit

 

and Nomination

 

Personnel

 

 

 

Board

 

Committee

 

Committee

 

Committee

 

 

 

meetings

 

meetings

 

meetings

 

meetings

 

 

 

%

  

%

  

%

  

%

 

Bruce Brown

 

100

 

 

 

100

 

100

 

Jeanette Horan (from May 23, 2017)

 

100

 

100

 

 

 

 

 

Louis Hughes

 

100

 

100

 

 

 

 

 

Edward Kozel (from May 23, 2017)

 

100

 

100

 

 

 

 

 

Jean Monty

 

100

 

 

 

 

 

100

 

Elizabeth Nelson

 

100

 

100

 

 

 

 

 

Olivier Piou

 

95

 

 

 

80

 

88

 

Risto Siilasmaa

 

100

 

 

 

100

 

 

 

Carla Smits-Nusteling

 

100

 

100

 

 

 

 

 

Kari Stadigh

 

90

 

 

 

100

 

100

 

 

 

 

 

 

 

 

 

 

 

 

 

  

    

  

    

  

Corporate

  

 

 

 

 

 

 

 

 

 

Governance

 

 

 

 

 

 

 

 

Audit

 

and Nomination

 

Personnel

 

Technology

 

 

Board

 

Committee

 

Committee

 

Committee

 

Committee

 

 

meetings

 

meetings

 

meetings

 

meetings

 

meetings(1)

 

 

%

  

%

  

%

  

%

 

%

Risto Siilasmaa (Board Chair)

 

100

 

 

 

100

 

 

 

100

Olivier Piou (Board Vice Chair)

 

100

 

 

 

 

 

100(2)

 

100

Sari Baldauf (from May 30, 2018)

 

100

 

 

 

100

 

100

 

 

Bruce Brown

 

100

 

 

 

100

 

100

 

100

Jeanette Horan

 

100

 

88

 

 

 

 

 

100

Louis R. Hughes

 

100

 

100

 

 

 

 

 

100

Edward Kozel

 

100

 

100

 

 

 

 

 

100

Jean Monty (until May 30, 2018)

 

100

 

 

 

 

 

100

 

 

Elizabeth Nelson

 

100

 

100

 

 

 

100(3)

 

 

Carla Smits-Nusteling

 

100

 

100

 

100(3)

 

 

 

 

Kari Stadigh

 

100

 

 

 

100

 

100

 

 

(1)From May 30, 2018 when the Board’s Technology Committee was officially established.

(2)Until May 30, 2018.

(3)From May 30, 2018.

Additionally, many of the directors attended, as non-voting observers, meetings of a committee of which they were not a member.

87


Table of Contents

According to Board practices, the non-executive directorsDirectors meet without management in connection with each regularly scheduled meeting. Such sessions areAccording to Board practices, meetings without management present would only be attended by non-executive directors and be chaired by the non-executive Chair of the Board. If the non-executive Chair of the Board is unable to chair these meetings, the non-executive Vice Chair of the Board chairs the meeting. Additionally, the independent directors would meet separately at least once annually. In 2018 all members of the Board were non-executive and determined to be independent under the Finnish corporate governance standards and the rules of the NYSE.

All the directors, excluding Jean Monty, who served on the Board for the term until the close of the Annual General Meeting in 20172018 attended Nokia’s Annual General Meeting held on May 23, 2017. The Finnish Corporate Governance Code recommends that the Chair and members of the Board and the President shall be present at the general meeting of shareholders to ensure the possibility for the shareholders to exercise their right to present questions to both the Board and management.30, 2018.

Committees of the Board of Directors

The Board has four committees: the Audit Committee, Corporate Governance and Nomination Committee, Personnel Committee and Technology Committee. These committees assist the Board in its duties pursuant to their respective committee charters. The Board may also establish ad hoc committees for detailed reviews or consideration of particular topics to be proposed for the approval of the Board. Any director who so wishes may attend, as a non-voting observer, meetings of committees of which they are not members.

83


Table of Contents

The Audit Committee

The Committee consists of a minimum of three members of the Board who meet all applicable independence, financial literacy and other requirements as stipulated by Finnish law and the rules of Nasdaq Helsinki and the NYSE. From May 23, 2017,30, 2018, the Audit Committee has consisted of the following five members of the Board: Elizabeth NelsonCarla Smits-Nusteling (Chair), Jeanette Horan, Louis R. Hughes, Edward Kozel and Carla Smits-Nusteling.Elizabeth Nelson.

The Audit Committee is established by the Board primarily for the purpose of oversight of the accounting and financial reporting processes of Nokia and the audits of its financial statements. The Committee is responsible for assisting the Board in the oversight of:

§

the quality and integrity of the company’s financial statements and related disclosures;

§

the statutory audit of the company’s financial statements;

§

the external auditor’s qualifications and independence;

§

the performance of the external auditor subject to the requirements of Finnish law;

§

the performance of the company’s internal controls and risk management and assurance function;

§

the performance of the internal audit function; and

§

the company’s compliance with legal and regulatory requirements, including the performance of its ethics and compliance program.

In discharging its oversight role, the Audit Committee has full access to all company books, records, facilities and personnel. Audit Committee also maintains procedures for the receipt, retention and treatment of complaints received by the company regarding accounting, internal controls, or auditing matters and for the confidential, anonymous submission by our employees of concerns relating to accounting or auditing matters. Nokia’s disclosure controls and procedures, which are reviewed by the Audit Committee and approved by the President and CEO and the Chief Financial Officer, as well as the internal controls over financial reporting, are designed to provide reasonable assurance regarding the quality and integrity of the company’s financial statements and related disclosures. For further information on internal control over financial reporting, refer to “–Risk management, internal control and internal audit functions at Nokia–Description of internal control procedures in relation to the financial reporting process” below.

Under Finnish law, an external auditor is elected by shareholders by a simple majority vote of the shareholders at the Annual General Meeting for one year at a time. The Audit Committee prepares the proposal to the shareholders, upon its evaluation of the qualifications and independence of the external auditor, of the nominee for election or re-election. Under Finnish law, the fees of the external auditor are also approved by the shareholders by a simple majority vote at the Annual General Meeting. The Committee prepares the proposal to the shareholders in respect of the fees of the external auditor, and approves the external auditor’s annual audit fees under the guidance given by the Annual General Meeting. For information about the fees paid to Nokia’s external auditor, PricewaterhouseCoopers Oy, during 2017,2018, refer to “–Auditor fees and services” below.

In discharging its oversight role, the Audit Committee has full access to all company books, records, facilities and personnel. The Committee may appoint counsel, auditors or other advisors in its sole discretion, and must receive appropriate funding, as determined by the Audit Committee, from Nokia for the payment of compensation to such outside advisors.

The Board has determined that all members of the Audit Committee, including its Chair, Elizabeth Nelson,Carla Smits-Nusteling, are “audit committee financial experts” as defined in the requirements of Item 16A of the annual report on Form 20-F filed with the U.S. Securities and Exchange Commission (“SEC”)(SEC). Ms. NelsonSmits-Nusteling and each of the other members of the Audit Committee are “independent directors” as defined by Finnish law and Finnish Corporate Governance Code and in Section 303A.02 of the NYSE Listed Company Manual.

The Audit Committee meets a minimum of four times a year based on a schedule established at the first meeting following the appointment of the Committee. The Committee meets separately with the representatives of Nokia’s management, heads of the internal audit, and ethics and compliance functions, and the external auditor in connection with each regularly scheduled meeting. The head of the internal audit function has, at all times, direct access to the Audit Committee, without the involvement of management.

The Audit Committee held nine meetings in 2017. Attendance at the meetings was 100%. Additionally, any director who so wishes may attend meetings of the Audit Committee as a non-voting observer.

Audit Committee pre-approval policies and procedures

The Audit Committee of the Board is responsible, among other matters, for oversight of the external auditor’s independence, subject to the requirements of applicable legislation. The Audit Committee has adopted a policy regarding an approval procedure of audit services performed by the external auditors of Nokia Group and permissible non-audit services performed by the principal external auditor of the Nokia Group (the “Pre-approval Policy”).

Under the Pre-approval Policy, proposed services either: (i) may be pre-approved by the Audit Committee in accordance with certain service categories described in the Pre-approval Policy (general pre-approval); or (ii) require the specific pre-approval of the Audit Committee (specific pre-approval). The Pre-approval Policy sets out the audit, audit-related, tax and other services that have received the general pre-approval of the Audit Committee. All other audit, audit-related (including services related to internal controls and significant mergers and acquisitions projects), tax and other services are subject to specific pre-approval by the Audit Committee. All service requests concerning generally pre-approved services will be submitted to an appointed Audit Committee delegate within management, who will determine whether the services are within the services generally pre-approved. The Pre-approval Policy is subject to annual review by the Audit Committee.

The Audit Committee establishes budgeted fee levels annually for each of the categories of audit and non-audit services that are pre-approved under the Pre-approval Policy, namely, audit, audit-related, tax and other services. At each regular meeting of the Audit Committee, the auditor provides a report in order for the Audit Committee to review the services that the auditor is providing, as well as the cost of those services.

The Corporate Governance and Nomination Committee

The Committee consists of three to five members of the Board who meet all applicable independence requirements as stipulated by Finnish law and the rules of Nasdaq Helsinki and the NYSE. From May 23, 2017,30, 2018 the Corporate Governance and Nomination Committee has consisted of the following fourfive members of the Board: Risto Siilasmaa (Chair), Sari Baldauf, Bruce Brown, Olivier PiouCarla Smits-Nusteling and Kari Stadigh.

84


Table of Contents

The Corporate Governance and Nomination Committee’s purpose is to prepare the proposals for the general meetings in respect of the composition of the Board and the director remuneration to be approved by the shareholders, and to monitor issues and practices related to corporate governance and to propose necessary actions in respect thereof.

The Committee fulfills its responsibilities by:

§

actively identifying individuals qualified to be elected members of the Board as well as considering and evaluating the appropriate level and structure of director remuneration;

§

preparing proposal to the shareholders on the director nominees for election at the general meetings as well as director remuneration;

88


Table of Contents

§

monitoring significant developments in the law and practice of corporate governance and of the duties and responsibilities of directors of public companies;

§

assisting the Board and each Committee of the Board in its annual performance evaluations, including establishing criteria to be applied in connection with such evaluations;

§

developing and recommending to the Board and administering Nokia’s Corporate Governance Guidelines; and

§

reviewing Nokia’s disclosure in the corporate governance statement.

The Committee has the power to appoint recruitment firms or advisors to identify appropriate candidates. The Committee may also appoint counsel or other advisers, as it deems appropriate from time to time. The Committee has the sole authority to appoint or terminate the services of such firms or advisers and to review and approve such firm’s or adviser’s fees and other retention terms. It is the Committee’s practice to appoint a recruitment firm to identify appropriate new director candidates.

The Corporate Governance and Nomination Committee held five meetings in 2017. The average attendance at the meetings was 95%. Additionally, any director who so wishes may attend meetings of the Corporate Governance and Nomination Committee as a non-voting observer.

The Personnel Committee

The Committee consists of a minimum of three members of the Board who meet all applicable independence requirements as stipulated by Finnish law and the rules of Nasdaq Helsinki and the NYSE. From May 23, 2017,30, 2018 the Personnel Committee has consisted of the following fourfive members of the Board: Bruce Brown (Chair), Jean Monty,Sari Baldauf, Elizabeth Nelson, Olivier Piou and Kari Stadigh.

The primary purpose of the Personnel Committee is to oversee the personnel-related policies and practices at Nokia, as described in the Committee charter. It assists the Board in discharging its responsibilities in relation to all compensation, including equity compensation, of the company’s executives and their terms of employment. The Committee has overall responsibility for evaluating, resolving and making recommendations to the Board regarding:

§

compensation of the company’s top executives and their terms of employment;

§

all equity-based plans;

§

incentive compensation plans, policies and programs of the company affecting executives; and

§

other significant incentive plans.

The Committee is responsible for overseeing compensation philosophy and principles and ensuring the above compensation programs are performance-based, and designed to contribute to long-term shareholder value creation and alignment to shareholders’ interests, properly motivate management, and support overall corporate strategies.

The PersonnelTechnology Committee held eight meetings in 2017. The average attendance at the meetings was 97%. Additionally, any director who so wishes may attend meetings of the Personnel Committee as a non-voting observer.

Further information

The Corporate Governance Guidelines concerning the directors’ responsibilities, the compositionCommittee was established as of May 30, 2018 and electionconsists of thea minimum of three members of the Board who meet applicable independence requirements as stipulated by Finnish law and the rules of Nasdaq Helsinki and the NYSE and have such skills in innovation, technology and science matters as the Board determines adequate from time to time. From May 30, 2018 the Technology Committee has consisted of the following six members of the Board: Edward Kozel (Chair), Bruce Brown, Jeanette Horan, Louis R. Hughes, Olivier Piou and Risto Siilasmaa.

The primary purpose of the Technology Committee is to engage in a dialogue with and provide opinions and advice to management with respect to significant innovation and technology strategies of the Company which are formulated and executed by the management of the Company, as described in the Committee charter.

In its committeesdialogue with and certain other matters relating to corporate governance are available on our website at http://www.nokia.com/en_int/investors/corporate-governance. We have a Codeprovision of Conduct that is applicable to all of our employees, directorsopinions and management and, in addition, we have a Code of Ethics applicableadvice to the President and CEO, Chief Financial Officer and Corporate Controller. These documents andmanagement, the charters of the Audit Committee the Corporate Governance and Nomination Committee and the Personnel Committee are available on our website at http://www.nokia.com/en_int/investors/corporate-governance.will periodically review:

§

the Company’s approach to major technological innovations;

§

key technology trends that may result in disruptive threats or opportunities;

§

high-level risks and opportunities associated with the Company’s Research and Development Programs; and

§

the Company’s technologic competitiveness and new strategic technology initiatives.

Group Leadership Team and the President and CEO

We have a Group Leadership Team that is responsible for the operative management of Nokia. The Chair and members of the Group Leadership Team are appointed by the Board. The Group Leadership Team is chaired by the President and CEO. The President and CEO’s rights and responsibilities include those allotted to the President and CEO under Finnish law.

89


Table of Contents

Members of the Nokia Group Leadership Team

Set forth below are the current and appointed members of the Group Leadership Team and their biographical details. Information about the shares and share-based rights of the members of the Group Leadership Team is disclosed in the Remuneration Statement; refer to “–Compensation” below.

During 20172018 and thereafter, the following new appointments were made to the Group Leadership Team:

§

Kristian Pullola was appointed Chief Financial Officer and member of the Group Leadership Team as of January 1, 2017;

§

Monika Maurer was appointed Chief Operating Officer and member of the Group Leadership Team as of April 1, 2017;

§

Igor Leprince was appointed President of Global Services and member of the Group Leadership Team as of April 1, 2017;

§

Marcus Weldon was appointed Chief Technology Officer and President of Nokia Bell Labs, and member of the Group Leadership Team as of April 1, 2017;

§

Gregory Lee was appointed President of Nokia Technologies and member of the Group Leadership Team as of June 30, 2017;

§

Joerg Erlemeier was appointed Chief Operating Officer and member of the Group Leadership Team as of December 11, 2017; and

§

Sanjay Goel was appointed President of Global Services and member of the Group Leadership Team as of April 1, 2018.2018;

§

Sri Reddy was appointed Co-president of IP/Optical Networks and member of the Group Leadership Team as of May 15, 2018;  

Further, during 2017 and thereafter,

85


Table of Contents

§

Ricky Corker was appointed President of Customer Operations, Americas and member of the Group Leadership Team as of January 1, 2019;

§

Tommi Uitto was appointed President of Mobile Networks on November 22, 2018 and joined Group Leadership Team as of January 31, 2019; and

§

Sandra Motley was appointed President of Fixed Networks on January 1, 2019 and joined Group Leadership Team as of January 31, 2019.

During 2018, the following members of the Group Leadership Team resigned:

§

Samih Elhage, formerlyIgor Leprince, President of Global Services, stepped down from the Group Leadership Team as of March 31, 2018;

§

Gregory Lee, President of Nokia Technologies, stepped down from the Group Leadership Team as of May 31, 2018;  

§

Marc Rouanne, President of Mobile Networks, stepped down from the Group Leadership Team as of March 31, 2017;

§

Monika Maurer, formerly Chief Operating Officer, stepped down from the Group Leadership Team as of December 11, 2017;November 22, 2018; and

§

Igor Leprince, President of Global Services, will stepAshish Chowdhary, Chief Customer Operations Officer, stepped down from the Group Leadership Team as of MarchDecember 31, 2018.

Furthermore, during 2018 and thereafter, the following changes took place within the Group Leadership Team:

§

Maria Varsellona, Chief Legal Officer and member of the Group Leadership Team was in addition to her role as Chief Legal Officer appointed President of Nokia Technologies as of May 31, 2018;

§

Kathrin Buvac, Chief Strategy Officer and member of the Group Leadership Team was in addition to her role as Chief Strategy Officer appointed President of Nokia Enterprise as of January 1, 2019; and

§

Federico Guillén, President of Fixed Networks and member of the Group Leadership Team was appointed President of Customer Operations, EMEA & APAC as of January 1, 2019.

Rajeev Suri

b. 1967

President and Chief Executive Officer of Nokia Corporation. Chair of the Group Leadership Team since 2014. Joined Nokia in 1995.

Bachelor of Engineering (Electronics and Communications), Manipal Institute of Technology, Karnataka, India.

CEO, Nokia Solutions and Networks 2009–2014. Head of Services, Nokia Siemens Networks 2007–2009. Head of Asia Pacific, Nokia Siemens Networks April 2007. Senior Vice President, Nokia Networks Asia Pacific 2005–2007. Vice President, Hutchison Customer Business Team, Nokia Networks 2004–2005. General Manager, Business Development, Nokia Networks Asia Pacific 2003. Sales Director–BT, O2 and Hutchison Global Customers, Nokia Networks 2002. Director, Technology and Applications, BT Global Customer, Nokia Networks 2000–2001. Head of Global Competitive Intelligence, Nokia Networks 1999–2000. Head of Product Competence Center, Nokia Networks South Asia 1997–1999. System Marketing Manager, Cellular Transmission, Nokia Networks India 1995–1997. Head of Group Procurement, imports and special projects, Churchgate Group, Nigeria 1993–1995. National Account Manager–Transmission/Manager–Strategic Planning, ICL India (ICIM) 1990–1993. Production Engineer, Calcom Electronics 1989.

Member of the Board of Directors of Stryker Corporation.

Basil Alwan

b. 1962

PresidentCo-president of IP/Optical Networks. Group Leadership Team member since 2016. Joined Nokia in 2016.

Bachelor in Computer Engineering, University of Illinois at Urbana-Champaign, the United States.

Previously President of IP Routing and Transport, Alcatel Lucent 2012–2016. President of IP Division, Alcatel Lucent 2003–2012. Founder, President and CEO, TiMetra Networks 2000–2003. Vice President and General Manager, Bay Networks (acquired by Nortel) Enterprise Products Division (EPD) 1997–2000. Vice President of Product Management and Marketing, Rapid City Communications 1996–1997.

Hans-Jürgen Bill

b. 1960

Chief Human Resources Officer. Group Leadership Team member since 2016. Joined Nokia Siemens Networks in 2007.

Diploma in Telecommunications from the University of Deutsche Bundespost, Dieburg/Darmstadt, Germany. Diploma in Economics from the University of Applied Sciences, Pforzheim, Germany.

Executive Vice President, Human Resources, Nokia Corporation 2014–2016. Head of Human Resources, NSN 2009–2014. Head of West South Europe region, NSN 2007–2009. Head of Asia Pacific for Mobile Networks, Siemens 2003–2007. Head of Operations for Mobile Networks, Siemens 2001–2003. Head of Region Central-East and North Europe for Mobile Networks, Siemens 1998–2001. Head of Mobile Networks in Indonesia, Siemens 1994–1998. Various management positions, Siemens 1983–1994.

Kathrin Buvac

b. 1980

President of Nokia Enterprise and Chief Strategy Officer. Group Leadership Team member since 2016. Joined Nokia Siemens Networks in 2007.

Degree in Business Information Systems from University of Cooperative Education, Germany. Bachelor Degree in Business Administration from Open University, London, the United Kingdom.

Vice President, Corporate Strategy, Nokia Networks 2014–2016. Chief of staff to the CEO, Nokia Solutions and Networks 2011–2013. Head of Strategic Projects, Business Solutions, Nokia Siemens Networks 2009–2011. General Manager, Integration Programme, Nokia Siemens Networks

86


Table of Contents

2007–2009. General Manager, Corporate Audit, Siemens Holding S.p.A. 2006–2007. Head of Controlling International Businesses, Siemens

90


Table of Contents

Communications 2003–2006. Head of Performance Controlling USA, Siemens Communications 2002–2003. Business Process Manager Global IT Strategy, Siemens Communications 2001–2002. Business Analyst, EADS Aerospace and Defence 1999–2000.

Ashish ChowdharyRicky Corker

b. 19651967

ChiefPresident of Customer Operations, Officer.Americas. Group Leadership Team member since 2016.2019. Joined Nokia in 2003.1993.

MBA, Wharton School, UniversityBachelor in Communications and Electronic Engineering from the Royal Melbourne Institute of Pennsylvania, Philadelphia, the United States. MS Computer Science, Emory University, Atlanta, the United States. BA Mathematics from University of Delhi, India.Technology, Australia.

Executive Vice President and Chief Business Officer atPresident of North America, Nokia Networks 2015–2016.2011-2018. Head of Customer Operations Asia, Middle East & Africa (AMEA), Nokia Networks 2011–2015. Head of Global Services,APAC, Nokia Siemens Networks 2009–2010.2009-2011. Head of Managed Services,Sales, APAC, Nokia Siemens Networks 2007–2009. Country Head India,of Asia North Region, Nokia Siemens Networks 2008-2009. Head of Hutchison Global Customer Business Team, Nokia Siemens Networks 2007-2008. Vice President APAC, Nokia Networks 2003–2007. Vice President for Enterprise2005-2007. Lead Sales Director APAC, Nokia Networks 2004-2005. Account Director Telstra, Nokia Networks 2002-2003. Account Director Vodafone Australia and New Zealand, Sales Director Vodafone APAC Customer Business Hughes Communications Ltd 2000–2003Team, Nokia Networks 2001-2002. Commercial Director Global Accounts British Telecom, Nokia Networks 2001. Held senior sales and 1994–1998. Software and Project Engineer, Hughes Network Systems 1989–1993. Teaching Assistant, Computer Science, Emory University 1987–1989.marketing positions at Nokia 1993-2001.

Joerg Erlemeier

b. 1965

Chief Operating Officer. Group Leadership Team member since 2017. Joined Nokia in 1994.

Bachelor of Engineering (Electronics and Telecommunications), Fachhochschule, Aachen, Germany.

Senior Vice President, Integration, Nokia, 2015. Vice President, Global Services, Europe, Nokia, 2015. Head of Delivery, North America market, Nokia, 2013/14.2013–2014. Head of Program Management Office, Nokia Siemens Networks, 2012. Head of Middle East & Africa, Nokia Siemens Networks, 2009–2011. Held several executive level positions in Nokia/Nokia Siemens Networks, 1994–2009. 

Barry French

b. 1963

Chief Marketing Officer. Group Leadership Team member since 2016. Joined Nokia in 2006.

Master’s Degree in International Affairs from Columbia University’s School of International and Public Affairs, New York, the United States. Bachelor of Arts degree in Political Science, Bates Colleges, Lewiston, Maine, the United States.

Chief Marketing Officer and Executive Vice President, Marketing and Corporate Affairs, Nokia 2014–2016. Head of Marketing and Corporate Affairs, Nokia Siemens Networks 2010–2014. Head of Communications, Nokia Siemens Networks 2006–2010. Vice President, Corporate Communications, United Airlines 2004–2006. Director, Corporate Communications, Dell 2000–2004. Additional roles included communications, government relations and management positions, Engineering Animation, Raytheon, KRC Research and the Sawyer/Miller Group.

Board member, World Affairs Council of Dallas.

Sanjay Goel

b. 1967

Senior Vice President, Global Services. President of Global Services andServices. Group Leadership Team member as of April 1,since 2018. Joined Nokia Networks in 2001.

Bachelor’s Degree in Engineering in Electronics and Communications from Manipal Institute of Technology, Karnataka, India.

Senior Vice President, Global Services Sales, Global Services 2015-2018. Senior Vice President, Services Portfolio Sales, Global Services, Nokia since 2015. Vice President, Services, Customer Operations, Asia, Middle East & Africa, Nokia Networks 2012 – 2015. Head of Global Services, Asia Pacific & Japan, Nokia Siemens Networks 2009-2012. Head of Managed Services, Asia Pacific (including India & Japan), Nokia Siemens Networks 2007-2009. Several director and manager level positions in Nokia Networks 2001-2007. Manager in IBM India 1996-2001. Several engineer positions in Asea Brown Boveri Ltd 1990-1996.

Bhaskar Gorti

b. 1966

President of Nokia Software. Group Leadership Team member since 2016. Joined Nokia in 2016.

Master’s degree in Electrical Engineering from Virginia Polytechnic Institute and State University, Blacksburg, the United States. Bachelor’s degree in Technology and Electrical Engineering from National Institute of Technology, Warangal, India.

Previously President of IP Platforms, Alcatel Lucent 2015–2016. Senior Vice President and General Manager, Communications Global Business Unit, Oracle 2006–2015. Senior Vice President, Portal Software 2002–2006.

Federico Guillén

b. 1963

President of Fixed Networks.Customer Operations, EMEA & APAC. Group Leadership Team member since 2016. Joined Nokia in 2016.

Degree in Telecommunications Engineering, ETSIT at Universidad Politécnica de Madrid, Spain. Master’s degree in Switching & Communication Architectures, ETSIT at Universidad Politécnica de Madrid, Spain. Master’s Degree in International Management, ESC Lyon and Alcatel, France.

President of Fixed Networks, Nokia, 2016-2018. President of Fixed Networks, Alcatel Lucent 2013–2016. President and CEO of Alcatel Lucent Spain & Global Account Manager Telefonica, Alcatel Lucent 2009–2013. Vice President Sales of Vertical Market Sales in Western Europe, Alcatel Lucent 2009. Head of Regional Support Centre within Alcatel Lucent’s Fixed Access Division for South Europe, MEA, India and CALA 2007–2009. CEO, Alcatel Mexico & Global Account Manager, Telmex 2003–2007. Various R&D, Portfolio and Sales Management Positions, Telettra and then Alcatel in Spain, Belgium and the United States. 1989–2003.

9187


 

Table of Contents

Gregory LeeSandra Motley

b. 19631959

President of Nokia Technologies.Fixed Networks. Group Leadership Team member since 2017.2019. Joined Nokia in 2017.2016.

BachelorMaster of Science degree in Biochemistry,Business Administration  (Finance), Farleigh Dickinson University, of California at San Diego,New Jersey, the United States. Executive Business Program graduate,  Smith College, Massachusetts, the United States. Post-Masters Mechanical Engineering studies at Columbia University, New York. Degree in Mechanical Engineering from State University of New York at Buffalo.

Chief Operating Officer, Fixed Networks, Nokia 2017-2018. Chief Operating Officer, Wireless Business, Alcatel-Lucent 2011-2013. Vice President Sales, U.S. Wireless Accounts, Alcatel-Lucent 2009-2011. Vice President and Chief Executive Officer,General Manager of the CDMA Product Unit, Alcatel-Lucent 2007-2009. Various roles in North America & CALA in pre- and Director, Media Solutions Center of America, Samsung Electronics Co. Ltd 2014–2017. President, Samsung Telecommunications America (STA) 2013–2014. President, Samsung Asia 2010–2013. Global Chief Marketing Officer, Samsung Electronics Co. Ltd 2004–2010. Vice President, Franchisespost-sales and Customer Development, Johnson & Johnson Consumer Asia Pacific 2002–2004. President, Vision Care, Asia Pacific, Johnson & Johnson Medical Devices 1999–2002.business operations for Alcatel-Lucent’s Wireless business.

Member of the Board of Directors of HMD Global.

Igor Leprince

b. 1971

President of Global Services until March 31, 2018. Group Leadership Team member since 2017. Joined Nokia Siemens NetworksAdvisors for Light Reading’s Women in 2007.

Master’s degree in Telecommunications and Network Engineering, E.N.S.T. Paris, France. Bachelor’s and Master’s degree in Computer Science and Systems and Networks, University Paris 7, Paris, France.

Executive Vice President, Global Services, Nokia since 2014. Senior Vice President and Head of Middle East & Africa, Nokia Networks 2011–2014. Vice President, Head of Care, Global Services, Nokia Siemens Networks 2010–2011. Vice President, Head of Network Planning & Optimization, Global Services, Nokia Siemens Networks 2007–2010. Senior Vice president, LCC International 2007. Managing Director EMEA, WFI 2005–2007.Communications.

Kristian Pullola

b. 1973

Chief Financial Officer. Group Leadership Team member since 2017. Joined Nokia in 1999.

Master of Science (Economics), the Hanken School of Economics, Helsinki, Finland. Finance diploma, the Stockholm School of Economics, Stockholm, Sweden.

Senior Vice President, Corporate Controller, Nokia 2011–2016. Vice President, Treasury & Investor Relations, Nokia 2009–2011. Vice President, Corporate Treasurer, Nokia 2006–2008. Director, Treasury Finance & Control, Nokia 2003–2006. Various roles in Nokia Treasury 1999–2003. Associate, Citibank International 1998–1999.

Member of the Board of Directors of Ilmarinen Mutual Pension Insurance Company.

Marc RouanneSri Reddy

b. 19631964

Co-president of IP/Optical Networks. Group Leadership Team member since 2018. Joined Nokia in 2016.

Bachelor of Electrical Engineering, Jawaharlal Nehru Technological University, India. Masters of Electrical Engineering and Computer Science, Oregon State University, the United States. Master of Business Administration from Santa Clara University, the United States.

Senior Vice President and General Manager, IP Routing and Packet Core Business Unit, Nokia, 2016-2018. Vice President, Engineering, IP Routing, Alcatel-Lucent, 2003-2016. Vice President, Engineering, Timetra, 2000-2003. Vice President, Engineering, Bay Networks, 1991-1999.

Tommi Uitto

b. 1969

President of Mobile Networks. Group Leadership Team member since 2019. Joined Nokia in 1996.

Master’s degree in industrial management, Helsinki University of Technology, Finland. Master’s degree in operations management, Michigan Technological University, the United States.

Senior Vice President, Global Product Sales, Mobile Networks, Nokia 2016 – 2018. Senior Vice President, Global MBB Sales, Customer Operations, Nokia Networks, 2015 – 2016. JoinedSenior Vice President, West Europe, Customer Operations, Nokia Networks, 2013 – 2015. Head of Radio Cluster (SVP), Mobile Broadband, Nokia Siemens Networks, in 2008.

Ph.D. in Information Theory from University2012 – 2013. Head of Notre Dame, Indiana, the United States. Engineering degree in Signal Processing from Supélec, France. Degree in Computer Science from Université d’Orsay, France.

Executive Vice President,Global LTE Radio Access Business Line (VP), Mobile Broadband, Nokia Siemens Networks, 2011–2016.2011 – 2012. Head of Quality, Mobile Broadband, 2012. Head of Product Management, Network Systems, Nokia Siemens Networks, 2010–2011.2010. Head of Product Management, Radio Access, Nokia Siemens Networks, 2008–2009. Executive Vice PresidentHead of Alcatel, PresidentWCDMA/HSPA and Radio Platforms Product Management, Nokia Siemens Networks, 2008. Head of Convergence Business Group, Alcatel Lucent 2006–2008. Chief Operating Officer, then President Wireless Business Group, then Executive Vice President, Alcatel 2003–2006. VP positions, then Chief Operating Officer, then President Wireless Business Division, Alcatel 1997–2003. R&DWCDMA/HSPA Product Line Management, Nokia Siemens Networks, 2007. General Manager, Radio Controller Product Management, Nokia Networks 2005 – 2007. Director, Sales & Marketing (Lead Sales Director), France Telecom/Orangse Nokia Networks, 2002 – 2005. Operations Director, Northeast Europe, Central & Eastern Europe and Engineering Director positions, Matra and Nortel Matra Cellular 1988–1997.

Chairman of Advisory Board of Dhatim.Middle East, Nokia Networks, 1999 – 2002.

Maria Varsellona

b. 1970

President of Nokia Technologies and Chief Legal Officer. Group Leadership Team member since 2016. Joined Nokia Siemens Networks in 2013.

Law Degree from University of Palermo (Juris Doctor), Italy.

Executive Vice President and Chief Legal Officer, Nokia 2014–2016. General Counsel, NSN 2013–2014. Tetra Pak Group General Counsel, Tetra Laval Group 2011–2013. Sidel Group General Counsel, Tetra Laval Group 2009–2011. Senior Counsel Commercial Operations and Global Services, GE Oil & Gas 2006–2009. Senior Counsel Europe, Hertz Europe 2005–2006. Senior Counsel Global Services, GE Oil & Gas 2001–2005. Lawyer, Pini Birmingham & Partners 1998–2001. Lawyer, Greco Law Firm 1994–1998.

Member of the Board of Directors of Nordea Bank AB (publ).

Marcus Weldon

b. 1968

Corporate Chief Technology Officer and President of Nokia Bell Labs. Group Leadership Team member since 2017. Joined Nokia in 2016.

Ph.D (Physical Chemistry) degree, Harvard University, Cambridge, Massachusetts, United States. Bachelor of Science (Computer Science and Chemistry) joint degree, King’s College, London, United Kingdom.

88


Table of Contents

Corporate Chief Technology Officer and President of Bell Labs, Alcatel Lucent (then Nokia) 2013–2016. Corporate Chief Technology Officer, Alcatel Lucent 2009–2013. Chief Technology Officer, Broadband Networks & Solutions, Alcatel Lucent 2006–2009. Member of Technical Staff, Bell Labs, Lucent Technologies 1997–2006.

Network Partner to Keen Venture Partners. Advisor to Mundi Ventures.

92


Table of Contents

Risk management, internal control and internal audit functions at Nokia

Main features of risk management systems

We have a systematic and structured approach to risk management. Key risks and opportunities are primarily identified against business targets either in business operations or as an integral part of strategy and financial planning. Risk management covers strategic, operational, financial and hazard risks. Key risks and opportunities are analyzed, managed and monitored as part of business performance management with the support of risk management personnel and the centralized Enterprise Risk Management function.

The principles documented in the Nokia Enterprise Risk Management Policy, which is approved by the Audit Committee of the Board, require risk management and its elements to be integrated into key processes. One of the core principles is that the business or function head is also the risk owner, although all employees are responsible for identifying, analyzing and managing risks, as appropriate, given their roles and duties. Our overall risk management concept is based on managing the key risks that would prevent us from meeting our objectives, rather than solely focusing on eliminating risks. In addition to the principles defined in the Nokia Enterprise Risk Management Policy, other key policies reflect implementation of specific aspects of risk management.

Key risks and opportunities are reviewed by the Group Leadership Team and the Board in order to create visibility on business risks as well as to enable prioritization of risk management activities. Overseeing risk is an integral part of the Board’s deliberations. The Board’s Audit Committee is responsible for, among other matters, risk management relating to the financial reporting process and assisting the Board’s oversight of the risk management function. The Board’s role in overseeing risk includes risk analysis and assessment in connection with financial, strategy and business reviews, updates and decision-making proposals.

Description of internal control procedures in relation to the financial reporting process 

The management is responsible for establishing and maintaining adequate internal control over financial reporting for Nokia. Our internal control over financial reporting is designed to provide reasonable assurance to the management and the Board regarding the reliability of financial reporting and the preparation and fair presentation of published financial statements.

The management conducts a yearly assessment of Nokia’s internal controls over financial reporting in accordance with the Committee of Sponsoring Organizations framework (the “COSO framework”, 2013) and the Control Objectives for Information and related technology of internal controls. The assessment is performed based on a top-down risk assessment of our financial statements covering significant accounts, processes and locations, corporate-level controls and information systems’ general controls.

As part of its assessment the management has documented:

§

the corporate-level controls, which create the “tone from the top” containing the Nokia values and Code of Conduct and which provide discipline and structure to decision-making processes and ways of working. Selected items from our operational mode and governance principles are separately documented as corporate-level controls;

§

the significant processes, structured under so-called financial cycles. Financial cycles have been designed to: (i) give a complete end-to-end view of all financial processes; (ii) identify key control points; (iii) identify involved organizations; (iv) ensure coverage for important accounts and financial statement assertions; and (v) enable internal control management within Nokia;

§

the control activities, which consist of policies and procedures to ensure the management’s directives are carried out and the related documentation is stored according to our document retention practices and local statutory requirements; and

§

the information systems’ general controls to ensure that sufficient IT general controls, including change management, system development and computer operations, as well as access and authorizations, are in place.

Further, the management has also:

§

assessed the design of the controls in place aimed at mitigating the financial reporting risks;

§

tested operating effectiveness of all key controls; and

§

evaluated all noted deficiencies in internal controls over financial reporting in the interim and as of year-end.

In 2017,2018, Nokia has followed the procedures as described above and has reported on the progress and assessments to the management and to the Audit Committee of the Board on a quarterly basis.

Description of the organization of the internal audit function 

We also have an internal audit function that acts as an independent appraisal function by examining and evaluating the adequacy and effectiveness of our system of internal control. Internal audit reports to the Audit Committee of the Board. The head of the internal audit function has direct access to the Audit Committee, without involvement of the management. Internal AuditThe internal audit staffing levels and annual budget are approved by the Audit Committee. All authority of the internal audit function is derived from the Board. InternalThe internal audit aligns to the business regionally and by business and function.

Annually, an internal audit plan is developed with input from the management, including key business risks and external factors. This plan is approved by the Audit Committee of the Board.Committee. Audits are completed across the business focused on country level, customer level, IT system implementation, IT security, operations activities or at a Group function level. The results of each audit are reported to the management identifying issues, financial

89


Table of Contents

impact, if any, and the correcting actions to be completed. Quarterly, the internal audit function communicates the progress of the internal audit plan completion, including the results of the closed audits.audits, to the Audit Committee.

InternalThe internal audit also works closely with our Ethics and Compliance office to review any financial concerns brought to light from various channels and, where possible,relevant, works with Enterprise Risk Management to ensure priority risk areas are reviewed through audits.

In 2017,2018, the internal audit plan was completed and all results of these reviews were reported to the management and to the Audit Committee of the Board.

93


Table of Contents

Committee.

Main procedures relating to insider administration

Our insider administration is organized according to the applicable European Union and Finnish laws and regulations. In addition, the Board of Directors has approved Nokia Insider Policy which sets out Nokia-wide rules and practices to ensure full compliance with applicable rules and that inside information is recognized and treated in an appropriate manner and with the highest integrity. The policy is applicable to all Nokia employees.

Persons discharging managerial responsibilities

Nokia has identified members of the Board of Directors and the Group Leadership Team as persons discharging managerial responsibilities who, along with persons closely associated with them, are required to notify Nokia and the Finnish Financial Supervisory Authority of their transactions with Nokia’s financial instruments. Nokia publishes the transaction notifications on a stock exchange release.notifications.

In addition, under the Nokia Insider Policy, persons discharging managerial responsibilities are obligated to clear with the Vice President, Corporate Legal, a planned transaction in Nokia’s financial instruments in advance. It is also recommended that trading and other transactions in Nokia’s financial instruments are carried out in times when the information available to the market is as complete as possible.

Closed Window

Persons discharging managerial responsibilities are subject to a closed window period of 30 calendar days preceding the disclosure of Nokia’s quarterly or annual result announcements, as well as the day of the disclosure. During the closed window period, persons discharging managerial responsibilities are prohibited from dealing in Nokia’s financial instruments.

Nokia has imposed this closed window period also on separately designated Financial Reporting Personsfinancial reporting persons who are recurrently involved with the preparation of Nokia’s quarterly and annual results announcements. These persons are separately notified of their status as Financial Reporting Persons.designated financial reporting persons.

Insider Registers

Nokia does not maintain a permanent insider register. Insiders are identified on a case-by-case basis for specific projects and are notified of their insider status. Persons included in a project-specific insider register are prohibited from dealing in Nokia’s financial instruments until the project ends or is made public.

Supervision

Our insider administration’s responsibilities include internal communications related to insider matters and trading restrictions, setting up and maintaining our insider registers, arranging related trainings as well as organizing and overseeing compliance with the insider rules.

Violations of the Nokia Insider Policy must be reported to the Vice President, Corporate Legal. Nokia employees may also use channels stated in the Nokia Code of Conduct for reporting incidents involving alleged violations of the Nokia Insider Policy.

Share ownership of the Board of Directors and the Nokia Group Leadership Team

The following table sets forth the number of shares and ADSs held by the members of the Board at December 31, 2018 when they held a total of 2 384 135 shares and ADSs in Nokia, which represented approximately 0.04% of our outstanding shares and total voting rights excluding shares held by Nokia Group.

Name

Shares(1)

ADSs(1)

Risto Siilasmaa

1 347 954

Olivier Piou

280 193

Sari Baldauf

98 436

Bruce Brown

128 135

Jeanette Horan

25 949

Louis R. Hughes

67 776

Edward Kozel

27 529

20 525

Elizabeth Nelson

72 857

Carla Smits-Nusteling

41 055

Kari Stadigh

273 726

(1)The number of shares or ADSs includes shares and ADSs received as director compensation as well as shares and ADSs acquired through other means. Stock options or other equity awards that are deemed as being beneficially owned under the applicable SEC rules are not included. For the number of shares or ADSs received as director compensation, refer to section “ –Compensation” and Note 35, Related party transactions, of our consolidated financial statements included in this annual report on Form 20-F.

90


Table of Contents

The following table sets forth the number of shares and ADSs held by the President and CEO and the other members of the Group Leadership Team in office at December 31, 2018 when they held a total of 4 838 873 shares and ADSs in Nokia, which represented approximately 0.09% of our outstanding shares and total voting rights excluding shares held by Nokia Group.

Beneficially owned shares 

Name

Position in 2018

Shares(1)

ADSs(1)

Rajeev Suri

President and CEO

2 473 450

Basil Alwan

Co-president of IP/Optical Networks

193 355

81 000

Hans-Jürgen Bill

Chief Human Resources Officer

216 869

Kathrin Buvac

Chief Strategy Officer

125 502

Ashish Chowdhary

Chief Customer Operations Officer

46 469

Joerg Erlemeier

Chief Operating Officer

119 604

Barry French

Chief Marketing Officer

254 889

Sanjay Goel

President of Global Services

159 512

Bhaskar Gorti

President of Nokia Software

171 493

Federico Guillén

President of Fixed Networks

132 817

Kristian Pullola

Chief Financial Officer

333 598

Sri Reddy

Co-president of IP/Optical Networks

100 000

Maria Varsellona

President of Nokia Technologies and Chief Legal Officer

364 179

Marcus Weldon

Chief Technology Officer and President of Bell Labs

66 136

(1)The number of shares or ADSs includes shares received as executive compensation as well as shares and ADSs acquired through other means. Stock options or other equity awards that are deemed as being beneficially owned under the applicable SEC rules are not included. For further information on compensation refer to section “ –Compensation”.

Auditor fees and services 

PricewaterhouseCoopers Oy has served as our auditor for each of the fiscal years in the three-year period ended December 31, 2017.2018. The auditor is elected annually by our shareholders at the Annual General Meeting for the fiscal year in question. The Audit Committee of the Board prepares the proposal to the shareholders in respect of the appointment of the auditor based upon its evaluation of the qualifications and independence of the auditor to be proposed for election or re-election on an annual basis.

The following table presents fees by type paid to PricewaterhouseCoopersPricewaterhouseCoopers’ network of firms for the years ended December 31:

 

 

 

 

 

 

 

 

EURm

    

2017

    

2016

    

2018

    

2017

Audit fees(1)

 

25.3

 

31.3

 

24.9

 

25.3

Audit-related fees(2)

 

1.8

 

1.8

 

2.1

 

1.8

Tax fees(3)

 

1.2

 

3.4

 

1.8

 

1.2

All other fees(4)

 

0.1

 

 –

 

0.2

 

0.1

Total

 

28.4

 

36.5

 

29.0

 

28.4

(1)Audit fees consist of fees incurred for the annual audit of the Group’s consolidated financial statements and the statutory financial statements of the Group’s subsidiaries.

(1)

Audit fees consist of fees incurred for the annual audit of the Group’s consolidated financial statements and the statutory financial statements of the Group’s subsidiaries.

(2)

(2)Audit-related fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Group’s financial statements or that are traditionally performed by the independent auditor, and include consultations concerning financial accounting and reporting standards; advice on tax accounting matters; advice and assistance in connection with local statutory accounting requirements; due diligence related to mergers and acquisitions; employee benefit plan audits and reviews; and audit procedures in connection with investigations in the pre-litigation phase and compliance programs. They also include fees billed for other audit services, which are those services that only the independent auditor can reasonably provide, and include the provision of comfort letters and consents in connection with statutory and regulatory filings and the review of documents filed with the SEC and other capital markets or local financial reporting regulatory bodies.

(3)

Tax fees include fees billed for: (i) services related to tax compliance including preparation and/or review of tax returns, preparation, review and/or filing of various certificates and forms and consultation regarding tax returns and assistance with revenue authority queries; customs duties reviews and advice; compliance reviews, advice and assistance on other indirect taxes; and transaction cost analysis; (ii) service related to tax audits; (iii) services related to individual compliance (preparation of individual tax returns and registrations for employees (non-executives), assistance with applying visa, residency, work permits and tax status for expatriates); (iv) services related to technical guidance on tax matters; (v) services related to transfer pricing advice and assistance with tax clearances; and (vi) tax consultation and planning (advice on stock-based remuneration, local employer tax laws, social security laws, employment laws and compensation programs and tax implications on short-term international transfers).

(4)

Other fees include fees billed for company establishments; liquidations; forensic accounting, data security, other consulting services and reference materials and services.

Audit Committee pre-approval policies and procedures

The Audit Committee of the Board is responsible, among other matters, for oversight of the external auditor’s independence, subject to the requirements of applicable legislation. The Audit Committee has adopted a policy regarding an approval procedure of audit services performed by the external auditors of Nokia Groupindependent auditor, and permissible non-audit services performed by the principal external auditor of the Nokia Group (the “Pre-approval Policy”).

Under the Pre-approval Policy, proposed services either: (i) may be pre-approved by the Audit Committeeinclude consultations concerning financial accounting and reporting standards; advice and assistance in accordanceconnection with certain service categories describedlocal statutory accounting requirements; due diligence related to mergers and acquisitions; and audit procedures in connection with investigations in the Pre-approval Policy (“general pre-approval”)pre-litigation phase and compliance programs. They also include fees billed for other audit services, which are those services that only the independent auditor can reasonably provide, and include the provision of comfort letters and consents in connection with statutory and regulatory filings and the review of documents filed with the SEC and other capital markets or local financial reporting regulatory bodies.

(3)Tax fees include fees billed for: (i) services related to tax compliance including preparation and/or review of tax returns, preparation, review and/or filing of various certificates and forms and consultation regarding tax returns and assistance with revenue authority queries; compliance reviews, advice and assistance on other indirect taxes; and transaction cost analysis; (ii) service related to tax audits; (iii) services related to individual compliance (preparation of individual tax returns and registrations for employees (non-executives), assistance with applying visa, residency, work permits and tax status for expatriates); or (ii) require the specific pre-approval of the Audit Committee (“specific(iv) services related to technical guidance on tax matters; (v) services related to transfer pricing advice and assistance with tax clearances; and (vi) tax consultation and planning (advice on stock-based remuneration, local employer tax laws, social security laws, employment laws and compensation programs and tax implications on short-term international transfers).

(4)Other fees include fees billed for company establishments; liquidations; forensic accounting, data security, other consulting services and reference materials and services.

9491


 

Table of Contents

pre-approval”). The Pre-approval Policy sets out the audit, audit-related, tax and other services that have received the general pre-approval of the Audit Committee. All other audit, audit-related (including services related to internal controls and significant mergers and acquisitions projects), tax and other services are subject to specific pre-approval by the Audit Committee. All service requests concerning generally pre-approved services will be submitted to an appointed Audit Committee delegate within management, who will determine whether the services are within the services generally pre-approved. The Pre-approval Policy is subject to annual review by the Audit Committee.

The Audit Committee establishes budgeted fee levels annually for each of the categories of audit and non-audit services that are pre-approved under the Pre-approval Policy, namely, audit, audit-related, tax and other services. At each regular meeting of the Audit Committee, the auditor provides a report in order for the Audit Committee to review the services that the auditor is providing, as well as the cost of those services.

95


Table of ContentsCompensation

Compensation

This section sets out our remuneration governance, policies and how they have been implemented within Nokia and includes our Remuneration Report where we provide disclosure of the compensation of our Board, the President and CEO and aggregated compensation information for the Group Leadership Team, other than the President and CEO, for 2017.2018. We report information relatedapplicable to executive compensation in accordance with Finnish regulatory requirements and with requirements set forth by the U.S. Securities and Exchange Commission.

 

Highlights

§

While Q4 performance of the business was encouraging, 2018 was another challenging year and this is reflected in the annual bonus of the President and CEO, which paid out at 67% of target. While our revenue was down year-on-year we grew market share, however our operating profit performance and free cash flow were below expectation.

§

For 2019, we have shifted the President and CEO’s pay mix, to align more closely with European norms. As a result, the President and CEO’s target total compensation for 2019 increased by 2%, with his base pay increasing by 24%, and his long-term incentive target for 2019 decreasing by 14%. This returns his compensation mix to approximately 80% of total compensation being dependent on the performance of the company.

§

For 2019, driven by investor feedback and identification of metrics that better align with industry volatility, we have changed the long-term incentive policy and plan to be based on a three-year performance period.

§

For 2018, the Board decided to implement an co-investment long-term incentive award for the President and CEO and the Group Leadership Team, driven by: the short-term challenges in the business; the incremental investments required to position Nokia for the coming 5G investment cycle and growth in software and enterprise businesses; and retention challenges from higher long-term incentive awards by peer technology companies in the United States. The President and CEO invested EUR 3 024 000 in Nokia shares and received a matching performance share long-term incentive award target of EUR 6 048 000. The final value of the match is subject to the performance of the company, and therefore aligned with shareholder value creation.

92


Table of Contents

IntroductionWord from the Chair of the Personnel Committee

2017Dear Fellow Shareholder,

Below we present our 2018 report on our compensation outcomes, and policy for 2019. As we move towards the Finnish implementation of the European Shareholder Rights Directive II (SRD), we reached out to nine of our largest shareholders, to consult with them on our policy and programs. We have made some policy changes for 2019 and we have integrated their feedback on disclosures in the way we have structured this year’s report. We have also taken steps to prepare for the SRD driven disclosures we will need to make in the future.

Business context

§

The outlook for Nokia’s business remains positive given the: upcoming investment cycle in 5G, and our unique and differentiated end to end portfolio as operators invest in and update their networks across multiple domains; the progress made in the Nokia Software business; and the Nokia Enterprise business rapidly becoming a pillar of growth.

§

While Q4 performance of the business was encouraging, 2018 was another challenging year for the business.

§

Despite a 1-2% decline in our primary addressable market, revenue grew 1% in 2018 excluding the impact of changes in foreign currency exchange rates. We have continued to execute our rebalancing for growth strategy. Profit performance was however below target, driven by increased market R&D investment in 5G technology and competitive pressure. Cash performance was also below target driven primarily by the swap costs of legacy Alcatel Lucent products, and continued restructuring costs.

§

In Q4 we re-organized and optimized the company structure to accelerate the strategy by sharpening customer focus, and driving focus and alignment around growing our four core businesses: Nokia Networks; Nokia Software, Nokia Enterprise and Nokia Technologies. We expect these changes will increase the probability of delivering the mid- and long-term targets that will drive the value creation our shareholders expect. The new structure became effective from January 1, 2019.

§

The Personnel Committee is confident that our compensation policy supports the execution of the strategy.

Strategy and compensation

At the core of Nokia’s philosophy lie two principles:

§

pay for performance; and aligning the interests of employees and shareholders; and

§

ensuring that compensation programs and policies support the delivery of the corporate strategy and create long-term sustainable shareholder value.  

Over the mid- to long-term, it is our intent to deliver revenue growth at a challenging year, withhigher level than the growth of our primary addressable market, decliningto deliver earnings growth based on revenue growth and improving operating performance, and to deliver cash growth to pay for a stable and growing annual dividend to our shareholders, as well as fund investments in the rangefuture growth of 4the business. To support this, the metrics in our short- and long-term incentive plans focus on revenue, profit and cash flow.

Delivering sustainable value – Long-term incentive

Market share

Earnings per share

Free cash flow

Maintain and grow market share, positioning for the future

Efficient capital management
and profitable growth

Ensuring the ability to invest
and pay dividends

Delivering the next year’s step in the strategic plan – Short-term incentive

Revenue

Operating profit

Free cash flow

Deliver annual plan revenues

Deliver annual plan profitability

Deliver planned annual free cash flow

Shareholder outreach

During 2018 we met with nine of our largest shareholders to 5%. Despite this, we continued to execute wellhear their views on our “rebalancingcompensation policies, programs and associated disclosures. Two strong themes stood out:

§

further clarifying our disclosures, and

§

increasing the performance period on performance shares to three years.

The 2019 long-term incentive plan will be based on performance over a three-year period. The Board believes the chosen metrics will incentivize the management to deliver the strategy and are aligned with shareholder value creation, and the Board is confident these metrics are a good match to the historic volatility of this market.

The disclosures in this report have been focused to simplify and to increase transparency of how we compensate our President and CEO and also the Group Leadership Team.

2018 compensation structure

Changes were made during 2018 to the compensation arrangements, in two main areas, to better align with our stated intent and to align senior managers interests further with those of our shareholders.

93


Table of Contents

Amendment of the metrics on the long-term incentive plan in 2018

We changed the balance of the measures to three equally weighted metrics better aligned to our strategy:

§

earnings per share

§

free cash flow

§

market share

We believe that these metrics best balance between operational performance and growing our market share in our primary addressable market, while ensuring we improve profitability, and improve our cash discipline to fund a stable and growing dividend as well as growth opportunities for growth” strategy, maintain costthe company. These performance metrics are also used for the 2019 performance share plan.

Co-investment arrangement for senior leaders

For 2018, the Board decided to implement an co-investment arrangement for the President and pricing discipline,CEO and deliver solid financial results, though lower thana targeted number of senior leaders, driven by:

§

the short-term challenges in the business, balanced by the mid- and long-term opportunities to create shareholder value;

§

the incremental investments required to position Nokia for the coming 5G investment cycle and growth in Nokia Software and Nokia Enterprise;

§

ensuring we retain key talent in the face of higher long-term incentive awards by peer technology companies in the United States.

The co-investment arrangement allowed the annual plan. Ontargeted employees to invest their own money in Nokia shares (up to a compensation front this ledlimit), and for each share purchased, to lower than target annual bonuses, thoughreceive two performance shares under the 2018 long-term incentive plan as a little higher than last year driven bymatch. The final value of the match is subject to the performance of the patent licensing business.company, and therefore very aligned with shareholder value creation. The program was designed to ensure managements’ and shareholders interests are inextricably linked. The program was well received by the targeted group with an 88% participation rate. Final payout from this plan would be in 2021, subject to the performance of the company.

CompensationAs mentioned above, the President and CEO invested EUR 3 024 000 in 2017Nokia shares and received a matching performance share long-term incentive award target of EUR 6 048 000.

OurThis program was only done in 2018, and not repeated in 2019. As mentioned above, it is a three-year program. Looking forward this arrangement will have a lower opportunity, but the Board will retain it as an option to ensure that the company has the ability to attract, retain and motivate the right talent to lead the company.

2018 remuneration outcomes

With over 80% of the President and CEO’s compensation approach is driven by our fundamental belief in pay for performance and aligning the interests of employees and shareholders. We strive to pay competitively compared to peer companies and we pay based on performance. Compensation received in any one year consists primarilyperformance, his total compensation depends on delivery of base salary, annual short-term incentive and a long-term incentive awarded three years prior to vesting. 

The business delivered weakerresults. For 2018, while revenue than planned, but resilient operatinggrowth was strong, profit and cash flow resulting in an annual short-term incentive beingperformance were below target (76%) for ourexpectations.

The President and CEO.

CEO received a payout from his 2015 long-term incentive award. The settlement2015 long-term incentive vested on January 1, 2018 with 123.75% of the Apple patent litigation was not built intotarget award vesting based on achievement against the 2017 forecastrevenue and target, as it was not expected to be resolved in 2017, but it did have a significant impact on the results in 2017. The Board exercised discretion on the treatment of the settlement of the Apple patent litigation providing credit for the financial benefit of an earlier settlement, but not recognizing the full value of the settlement in 2017.

Long-term incentive payments received in the year reflectearnings per share targets during the performance share award granted in 2014. Based on strong performance in 2014period years of 2015 and 2015 the payout under that plan was 125.72% of target. 2016.

The President and CEO also received the payment under the firstsecond tranche of a special long-term incentive award granted in 2016 to incentivize the delivery of synergies from the Alcatel Lucent acquisition. That award was based on financial synergies and cultural integration and the targets were achieved in full. The three-tranche vesting of the award ensures continued interest in delivering sustainable integration.

In 2017, theThe President and CEO was awarded a long-term incentive award, which will vest to him in 2020 based on performance in 2017 and 2018.

TheCEO’s base salary of the President and CEO will remainremained at EUR 1 050 000 forin 2018, the third year in which his base salary has remained at thisthat level. His

While revenue growth was strong, profit and cash flow performance were below target which was reflected in the President and CEO’s annual short-term incentive will also remainaward for 2018 being below target at 125% of67%, equivalent to EUR 873 862.

Share ownership requirement

The President and CEO is required to own three times his base salary.salary in Nokia shares and currently exceeds this requirement significantly. Since November 2016, the President and CEO has purchased Nokia shares in the market worth EUR 5 000 000 in addition to retaining shares that have vested from long-term incentives.

Looking forward onto 2019

Looking ahead to 2019 we have made further changes to the structure of the compensation arrangements for the President and CEO and also to the long-term incentive plan in which our senior leaders participate. We reviewed the peer group to ensure its relevance and Rolls-Royce and Hexagon were removed from the group while Atos, Cap Gemini and BAe Systems were added as high technology companies based in Europe with comparable scale and complexity.

Key changes in variable compensation

§

The long-term incentive performance will now be assessed over a three-year period (increase from two years previously).

§

Performance metrics remain unchanged however we have rebalanced the weight of metrics in the short-term incentive with all financial metrics (revenue, operating profit and free cash flow) now equally weighted. The long-term incentive metrics remain unchanged with market share (in previous disclosures referred to as revenue relative to market),  earnings per share and free cash flow equally weighted.

§

Variable pay remains subject to clawback provisions.

94


Table of Contents

Compensation of the President and CEO

The President and CEO invested EUR 3 024 000 in the co-investment arrangement launched in 2018 with a matching performance share award of EUR 6 048 000 at target value, the equivalent to EUR 2 016 000 per annum. To rebalance the mix of his compensation in 2019 toward a more European pay mix, the President and CEO has been awarded an increase in his base compensation offset by a reduction in his long-term incentive award. As a result, the President and CEO’s target compensation for 2019 increased by 2%, with his base pay increasing by 24%, and his long-term incentive target for 2019 decreasing by 14%.

Long-term incentives

The change to our2019 long-term incentive resulted fromwill be based on performance over the Personnel Committee’s reviewlife of the performance measures used in our long-term incentive plan.three-year plan, financial years 2019, 2020 and 2021. The review resulted in two recommendationsmetrics will continue to the Board. First, whilebe market share, earnings per share remains core to the plan, the committee recommended to introduce a relative measure by changing the measure of revenue to revenue relative to market, measuring Nokia’s revenue relative to its primary addressable market to recognize cyclicality in the industry. The weighting of the measure was also reduced from 50% to 33.3% with the second change to introduce aand free cash flow, measure. In any business managing cash flow is critical and in the challenging market environment ahead it is essential to ensure the management remain focused on the dual priorities of managing for cash and investing in 5G.as described above.

The Personnel Committee continues to monitor the effectiveness of the2016 long-term incentive plans comparing performance and payout to that of our peers and then comparing performance of the plans with the total shareholder return of Nokia over time. The analysis is discussed in more detail below in the Remuneration Report with a headline that there is strong correlation between performance of the plans and total shareholder return over time and within a given year. However, the nature of long-term incentives means that there is a delay between the time they are earned and the time they are received which can distort the snapshot at any one point in time. In 2017 the 2014 long-term incentive award vested which rewarded for strong performance in 2014 and 2015 while the results in 2017 showed a weaker revenue and impact on the share price.

The pattern of performance of the performance share plans follows the movement in the share price of the company with the most recent performance being the 2016 cycle where 46.25% of the target award will vest. In the recent years, the payout of our long-term incentive plans has been as follows:

The 2014 performance share plan vested on January 1, 20172019 with 125.72%46.25% of the target award vesting based on the achievement against the revenue and earnings per share targets during the performance period (financialof financial years 20142016 and 2015);2017.

The President and CEO will also receive the final tranche of a special long-term incentive award granted in 2016 to incentivize the delivery of synergies from the Alcatel Lucent acquisition.

The 2015 performanceGoing forward

We will continue to work to ensure our compensation programs properly incentivize the management to deliver the strategy, and to ensure shareholder and management interests remain aligned. We will also continue to strive to increase transparency and understanding of our compensation plans and policies and share plan vested on January 1, 2018our analysis of their effectiveness. We continue to work to improve our disclosures and engagement and look forward to working with 123.75%you, our shareholders, as we move toward a new era in Finland and Europe with the Shareholder Rights Directive II.

Bruce Brown, Chair of the target award vesting based onPersonnel Committee

Pay overview of the achievement against thePresident and CEO

Element

Year ended 31 December 2019

Year ended 31 December 2018

Base salary

EUR 1 300 000

EUR 1 050 000

Short-term incentives(1)

Target award: 125% of base salary

Minimum 0% of base salary

Maximum 281.25% of base salary

Measures:

  80% Nokia scorecard

1/3 revenue

1/3 operating profit

1/3 free cash flow

  20% Personal strategic objectives

Achievement against measures is multiplied by the business results multiplier (operating profit), the overriding affordability measure.

Target award: 125% of base salary

Minimum 0% of base salary

Maximum 281.25% of base salary

Measures:

  80% Nokia scorecard

1/5 revenue

2/5 operating profit

2/5 free cash flow

  20% Personal strategic objectives

Achievement against measures is multiplied by the business results multiplier (operating profit), the overriding affordability measure.

Long-term incentives (Performance Shares)(1)

Target award: 200% of base salary (EUR 2 600 000)

Minimum payout 0%

Maximum payout 200%

Metrics:

  Market share

  Earnings per share

  Free cash flow

Target award: 288% of base salary (EUR 3 024 000)

Minimum payout 0%

Maximum payout 200%

Metrics:

  Market share

  Earnings per share

  Free cash flow

95


Table of Contents

Element

Year ended 31 December 2019

Year ended 31 December 2018

Co-investment arrangement

Matching performance share award of 2 times the shares purchased by the President and CEO under the arrangement in 2018.

The President and CEO purchased EUR 3 024 000 of shares in May 2018 and was granted a matching award of EUR 6 048 000 of performance shares, payout subject to performance condition.

Pension

Contribution to the mandatory TyEL pension plan in Finland.

Contribution to the mandatory TyEL pension plan in Finland.

Benefits & mobility

Mobility related benefits, life and critical illness insurance and private medical insurance.

Mobility related benefits, life and critical illness insurance and private medical insurance.

Total Target Remuneration

EUR 7 541 000

EUR 7 402 000

Share ownership requirement

Target: 3 times base salary

Target: 3 times base salary

(1)Revenue, operating profit and earnings per share targets duringmeasures exclude costs related to the acquisition of Alcatel Lucent and related integration, goodwill impairment charges, intangible asset amortization and other purchase price fair value adjustments, restructuring and associated charges and certain other items.

Remuneration Policy

In this section, we describe our Remuneration Policy for the President and CEO and the Board of Directors. This includes our considerations when determining the policy and operation of the policy. Below we also describe the principles of remunerating our Group Leadership Team, excluding the President and CEO.

While we are a Finnish company we compete in a global market for talent in the technology sector. In forming the policy we take into account the views of shareholders and the needs of the company to attract, retain and motivate individuals of suitable caliber and experience to lead Nokia. We also take into account the performance period (financial years 2015of the company, and 2016);where appropriate the individuals when assessing any potential changes against market practices and conditions and the compensation paid to our employees more broadly.

The 2016 performance share plan will vest on January 1, 2019 with 46.25%Board regularly monitors the effectiveness of the target award vesting based onmeasures used in our incentive plans to ensure that they align with and drive the achievement againststrategy of the revenuecompany.

Revenue, operating profit and earnings per share targets duringmeasures referred to in the performance period (financial years 2016Remuneration Policy exclude costs related to the acquisition of Alcatel Lucent and 2017).related integration, goodwill impairment charges, intangible asset amortization and other purchase price fair value adjustments, restructuring and associated charges and certain other items as applicable.

96


 

Table of Contents

Employee Share Purchase PlanThe President and CEO

Finally, a word about our employee share purchase plan, Share in Success. The plan offerstable below summarizes the main components of the compensation for the President and CEO.

Element

Purpose

Operation

Opportunity

Base pay

Provide competitive base salary to attract and retain individual with the requisite level of knowledge, skills and experience to lead our businesses.

Base pay is normally reviewed annually taking into consideration a variety of factors, including, for example, the following:

  performance of the company and the individual;

  remuneration of our external comparator group;

  changes in individual responsibilities; and

  employee salary increases across Nokia and in the local market.

Pay reviews are set within the context of employee increases and changes within the Nokia peer group. Changes reflect not only improving performance but also improving competence and skills as would be applied to any other employee in Nokia.

Short-term incentives

To incentivize and reward performance against delivery of the annual business plan.

Short-term incentives are based on performance against single year targets and normally paid in cash.

Targets for the short-term incentives are set at the start of the year, in the context of analyst expectations and the annual plan, selecting measures that align to the delivery of Nokia’s strategy.

Achievement is assessed at the end of the year.

Short-term incentives are subject to the clawback policy (see below).

On target opportunity up to 125% of base salary with a range between 0% to 281.25% of base salary depending on performance.

Long-term incentives

To reward for delivery of sustainable long-term performance, align the President and CEO’s interests with those of shareholders and aid retention.

Annual long-term incentive awards are normally made in performance shares and paid for performance against longer-term targets.

Targets are set in the context of the Nokia long-term plans and analyst forecasts ensuring that they are considered both demanding and motivational.

Long-term incentives are subject to the clawback policy (see below).

Target award level is 200% of base salary with a range of 0% and 200% of the target award (i.e. a maximum of 400% of base pay at face value) depending on performance.

The Personnel Committee retains discretion to make awards up to twice that level in exceptional circumstances such as for example upon recruitment, significant change in responsibilities, significant strategic change or other similar events. The use of discretion would be explained at the time.

Benefits & perquisites

To attract, retain and protect the President and CEO.

Benefits are made available as part of the same policy that applies to employees more broadly in the relevant country, with additional security provisions, as appropriate.

The value will be the cost to the company.

Relocation & mobility

To support the international mobility and ensure the right person is in the right location to meet business needs.

Support may be offered to cover additional costs related to relocation to and working in a location other than home country based on business need. The policy supports the mobility needs of an individual and their dependents or the reasonable costs of commuting.

Benefits are market specific and are not compensation for performing the role but provided to defray costs or additional burdens of a relocation or residence outside the home country.

Retirement plans

To provide for retirement with a level of certainty.

Retirement age is defined and pensions are provided in line with local country arrangements; in Finland this is the statutory Finnish pension system (Finnish TyEL).

Under the TyEL arrangements, base salary, incentives and other taxable benefits are included in the definition of earnings while gains from equity related plans are not.

No supplemental pension arrangements are provided in Finland.

Pursuant to Finnish legislation, Nokia is required to make contributions to the Finnish TyEL pension arrangements in respect of the President and CEO. Such payments can be characterized as defined contribution payments. The amount is disclosed in the Remuneration Report.

97


Table of Contents

Illustration of the earning opportunity for our employeesthe President and CEO

The illustration below shows the minimum, target and maximum earning opportunity for the President and CEO.

Picture 18

Share ownership requirement

Nokia believes that it is desirable for its executives to own shares in Nokia fostersto align their interests with those of shareholders and to ensure that their decisions are in the long-term interest of the company. The President and CEO is required to own three times his base salary in Nokia shares and is given a period of five years from appointment to achieve the required level of share ownership.

Remuneration on recruitment

Our policy on recruitment is to offer a compensation package which is sufficient to attract, retain and motivate the individual with the right skills for the required role. Any offer would be expected to fit within the framework described above.

On occasion, we may offer compensation to buy out awards or other lost compensation which the candidate held prior to joining Nokia, but which lapsed upon the candidate leaving their previous employer. Due consideration is given to the potential value and timing of such awards, taking into account any conditions attached to the awards and the likely performance against such conditions.

Clawback

The President and CEO is subject to a clawback policy where any restatement of financial results may result in the reclaiming of amounts previously paid which had been based on numbers which have since been materially restated. Any such reclaimed amount, and the period over which payments can be reclaimed, will take into account the circumstances and duration of any misstatement. In the case of unintentional misstatement payments made within the last three years may be subject to the policy at the discretion of the Personnel Committee.

Termination provisions

In the event of a termination of employment, any payable compensation is determined in line with legal advice regarding local legislation, country policies, contractual obligations and the rules of the applicable incentive and benefit plans. Current termination provisions of the President and CEO’s service agreement are described under “—Termination provisions of the President and CEO”.

Change of control arrangements are offered on a very limited basis only and are based on a double trigger structure, which means that both a specified change of control event and termination of the individual’s employment must take place for any change of control-based severance payment to materialize.

Board of Directors

The Board’s Corporate Governance and Nomination Committee periodically reviews the remuneration for the Chair and members of the Board against companies of similar size and complexity to ensure Nokia is able to attract a suitably diverse and relevant mix of skills and experience in order to maximize the value creation for shareholders. 

The Annual General Meeting resolves annually on the remuneration to the Chair and members of the Board. The Chair of the Board’s remuneration was last changed in 2008. The Board members’ annual fees were last changed in 2016 with the previous change in 2007. The structure of the current Board remuneration is laid in the table below.  

98


Table of Contents

Fees

Fees consist of annual fees and meeting fees.

Approximately 40% of the annual fee is paid in Nokia shares purchased from the market on behalf of the Board members or alternatively delivered as treasury shares held by the Company. The balance is paid in cash, most of which is typically used to cover taxes arising from the paid remuneration.

Meeting fees are paid in cash.

Meeting fees are not paid to the Chair of the Board.

Incentives

Non-executive directors are not eligible to participate in any Nokia incentive plans and do not receive performance shares, restricted shares or any other equity-based or other form of variable compensation for their duties as members of the Board.

Pensions

Non-executive directors do not participate in any Nokia pension plans.

Share ownership requirement

Members of the Board shall normally retain until the end of their directorship such number of shares that corresponds to the number of shares they have received as Board remuneration during their first three years of service in the Board (the net amount received after deducting those shares needed to offset any costs relating to the acquisition of the shares, including taxes).

Other

Directors are compensated for travel and accommodation expenses as well as other costs directly related to Board and Committee work. The compensation is paid in cash.

Remuneration for the term that began at the Annual General Meeting held on May 30, 2018 and ends at the close of the Annual General Meeting in 2019 consists of the following fees: 

Annual fee

EUR

Chair

440 000

Vice Chair

185 000

Member

160 000

Chair of Audit Committee

30 000

Member of Audit Committee

15 000

Chair of Personnel Committee

30 000

Chair of Technology Committee

20 000

Meeting fee(1)

EUR

Meeting requiring intercontinental travel

5 000

Meeting requiring continental travel

2 000

(1)Paid for a maximum of seven meetings per term. Not paid to the Chair of the Board.

Remuneration Report

The Remuneration Report provides information on the remuneration of the President and CEO and the Board of Directors between January 1, 2018 and December 31, 2018. We also describe the remuneration to our Group Leadership Team, excluding the President and CEO, on aggregate level below. Revenue, operating profit and earnings per share measures referred to in the Remuneration Report exclude costs related to the acquisition of Alcatel Lucent and related integration, goodwill impairment charges, intangible asset amortization and other purchase price fair value adjustments, restructuring and associated charges and certain other items.

The President and CEO

The following table shows the remuneration received by the President and CEO in 2018 and 2017. The long-term incentive payments reflect actual payments in the respective years attributable to the vesting of the 2014 plan in 2017, the 2015 Nokia performance share plan in 2018 and a special long-term incentive related to delivery of synergies from the Alcatel Lucent acquisition which pays in three tranches, in 2017, 2018 and 2019.

 

 

 

 

 

EUR

    

2018

    

2017

Salary

 

1 050 000

 

1 050 000

Short-term incentive⁽¹⁾

 

873 862

 

997 369

Long-term incentive

 

2 597 426

 

4 261 633

Other compensation(2)

 

129 721

 

114 557

Total

 

4 651 009

 

6 423 559

(1)Short-term incentives represent amounts earned in respect of the financial year, but that are paid in April of the following year.

(2)Other compensation includes compensation for housing equaling EUR 45 890 (2017: EUR 44 463); travel assistance equaling EUR 35 454 (2017: EUR 22 628); Tax services equaling EUR 12 230 (2017: EUR 17 595) and other benefits including mobile phone, driver and supplemental medical and disability insurance equaling EUR 36 147 (2017: EUR 29 871).

Pursuant to Finnish legislation, Nokia is required to make contributions to the Finnish TyEL pension arrangements in respect of the President and CEO. Such payments can be characterized as defined contribution payments. In 2018, payments to the Finnish state pension system equaled EUR 312 607 (EUR 338 787 in 2017).

Short-term incentive

The 2018 short-term incentive framework for the President and CEO was based on three core metrics: revenue, operating profit and free cash flow.

The short-term incentive for the President and CEO were based on the achievement of key financial targets and other strategic objectives, as defined above. Performance against these defined targets was then multiplied by a business results multiplier, which acts as a funding factor (based on operating profit) for the incentive plan for most employees, to determine the final payment.

99


Table of Contents

Short-term incentive targets and achievements reflect the challenging market conditions yet also show the operational resilience of our business. In line with Nokia’s performance in 2018, the short-term incentive of the President and CEO equaled EUR 873 862, or 66.57% of the target award, reflecting the over-delivery on revenue, but below target delivery of operating profit and free cash flow. Achievement by each element of the short-term incentive plan was as follows:

 

 

 

 

 

 

 

 

Metric

    

Weight

 

Target EURm

    

Achievement

    

Revenue

 

20%

 

21 952

 

123.35

%

Operating profit

 

40%

 

2 288

 

76.72

%

Free cash flow

 

40%

 

230

 

24.34

%

Long-term incentive

In 2018, the President and CEO’s 2015 performance share award vested at 123.75% of the target award valued at EUR 2 255 161.  This was based on performance of financial years 2015 and 2016.

In 2016, the President and CEO was granted a share award subject to the fulfillment of predetermined and demanding performance conditions related to the successful integration of Nokia and Alcatel Lucent. This award vests in three equal tranches, the second of which was in 2018 and worth EUR 342 265.

For 2018, the Board decided to implement an co-investment long-term incentive award for the President and CEO and a targeted number of senior leaders, to further increase alignment of management’s and shareholders’ interests and to maximize long-term shareholder value creation, driven by:

§

the short-term challenges in the business, balanced by the mid- and long-term opportunities to create shareholder value; 

§

the incremental investments required to position Nokia for the coming 5G investment cycle and growth in Nokia Software and Nokia Enterprise; and    

§

ensuring we retain key talent in the face of higher long-term incentive awards by peer technology companies in the United States. 

Under the co-investment arrangement, the participants were offered a matching award of two 2018 Performance Shares for each Nokia share that they purchase voluntarily with their own funds from the open market, with the payout of the Performance Shares subject to the performance of the company. For each participant, the arrangement was offered in addition to their normal annual long-term incentive award, and the maximum investment value corresponded to their normal annual long-term incentive award set by the company. The related purchases of shares by the President and CEO were executed in May 2018 and the shares purchased under the arrangement must be held until January 1, 2021 in order for the matching performance share award to vest.

The President and CEO invested EUR 3 024 000 to purchase 575 309 Nokia shares under the co-investment arrangement in May 2018.

In 2018, the President and CEO was awarded the following equity awards under the Nokia equity program:

Performance share awards(1)

Units awarded

Grant date fair value (EUR)

Grant date

Vesting date

Awarded as regular performance share award

677 600

2 975 477

July 4, 2018

January 1, 2021

Awarded as matching performance share award under the co-investment agreement

1 150 618

5 052 594

July 4, 2018

January 1, 2021

(1)The 2018 performance share plan has a two-year performance period based on financial targets and a one-year restriction period. There is no minimum payout at below threshold performance for the President and CEO. The maximum payout would be 200% subject to maximum performance against all the performance criteria. Vesting is subject to continued employment.

Share ownership

Our share ownership policy requires that the President and CEO holds a minimum of three times his base salary in Nokia shares in order to ensure alignment with shareholder interests over the long term. This requirement has been met.

Units

Value(1) (EUR)

Beneficially owned shares as of December 31, 2018

2 473 450

12 441 454

Vested shares under the 2016 performance share plan delivered on February 12, 2019(2)

263 071

1 323 247

Unvested shares under outstanding Nokia equity plans(3)

2 000 584

10 062 938

Total

4 737 105

23 827 639

(1)The values are based on the closing price of a Nokia share of EUR 5.03 on Nasdaq Helsinki on December 28, 2018.

(2)The value of the shares at delivery was based on fair market value of a Nokia share of EUR 5.45 on Nasdaq Helsinki on February 12, 2019 giving a total value delivered of EUR 1 433 737. The number of shares delivered reflects the net number of shares delivered after the applicable taxes were withheld from the number of shares that vested to the President and CEO.

(3)The number of units represents the number of unvested awards as of December 31, 2018 including the payout factor of the 2017 performance share plan and excluding the 2016 performance share plan that vested on January 1, 2019.

100


Table of Contents

Termination provisions of the President and CEO

Currently the termination provisions for the President and CEO’s service agreement specify alternatives for termination and associated compensation in accordance with the following table:

Termination by

Reason

Notice

Compensation

Nokia

Cause

None

The President and CEO is entitled to no additional compensation and all unvested equity awards would be forfeited.

Nokia

Reasons other than cause

Up to 18 months

The President and CEO is entitled to a severance payment equaling up to 18 months of compensation (including annual base salary, benefits, and target incentive) and unvested equity awards would be forfeited.

President and CEO

Any reason

Six months

The President and CEO may terminate his service agreement at any time with six months’ prior notice. The President and CEO would either continue to receive salary and benefits during the notice period or, at Nokia’s discretion, a lump sum of equivalent value. Additionally, the President and CEO would be entitled to any short- or long-term incentives that would normally vest during the notice period. Any unvested equity awards would be forfeited.

President and CEO

Nokia’s material breach of the service agreement

Up to 18 months

In the event that the President and CEO terminates his service agreement based on a final arbitration award demonstrating Nokia’s material breach of the service agreement, he is entitled to a severance payment equaling up to 18 months of compensation (including annual base salary, benefits and target incentive). Any unvested equity awards would be forfeited.

The President and CEO’s service agreement includes special severance provisions in the event of a termination of employment following a change of control event. Such change of control provisions are based on a double trigger structure, which means that both a change of control event and the termination of the President and CEO’s employment within a defined period of time must take place in order for any change of control-based severance payment to become payable. More specifically, if a change of control event has occurred, as defined in the service agreement, and the President and CEO’s service with Nokia is terminated by either Nokia or its successor without cause, or by the President and CEO for “good reason”, in either case within 18 months from such change of control event, the President and CEO would be entitled to a severance payment equaling up to 18 months of compensation (including annual base salary, benefits, and target incentive) and cash payment (or payments) for the pro-rated value of his outstanding unvested equity awards, restricted shares, performance shares and stock options (if any), payable pursuant to the terms of the service agreement. “Good reason” referred to above includes a material reduction of the President and CEO’s compensation and a material reduction of his duties and responsibilities, as defined in the service agreement and as determined by the Board.

The President and CEO is subject to a 12-month non-competition obligation that applies after the termination of the service agreement or the date when he is released from his obligations and responsibilities, whichever occurs earlier.

Board of Directors

In 2018, the aggregate amount of compensation paid to the members of the Board for their services on the Board and its committees equaled EUR 2 203 000.  

The Annual General Meeting held on May 30, 2018 resolved to elect ten members to the Board. The following members of the Board were re-elected for a term ending at the close of the Annual General Meeting in 2019: Bruce Brown, Jeanette Horan, Louis R. Hughes, Edward Kozel, Elizabeth Nelson, Olivier Piou, Risto Siilasmaa, Carla Smits-Nusteling and Kari Stadigh. Sari Baldauf was elected as a componentnew member of the cultureBoard for the same term. For director remuneration resolved by the Annual General Meeting for the current term refer to “Remuneration Policy—Board of Directors” above.

The following table outlines the total annual compensation paid in Nokia and is a key part of aligning everyone’s interests and helping Nokia grow. We are particularly proud of Share in Success, under which participating employees receive one matching share for every two purchased shares that2018 to the participant still holds at the endmembers of the 12-month plan cycle. In 2017,Board for their services, as resolved by the shareholders. The table does not include the meeting fees as resolved by the Annual General Meeting in 2018 since those fees for the ongoing term will be paid in 2019. For details of Nokia offeredshares held by the planmembers of the Board, refer to employees in 57 countries and 36%“Corporate Governance Statement—Share ownership of those eligible joined the plan. In 2018, it is intended for employees in 18 new countries to be invited to join, taking the total numberBoard of participating countries to 75.Directors” above.

Annual fee (EUR)

Meeting fees (EUR)

Total remuneration paid (EUR)

Number of Shares

Approximately 40% of the annual fee

Risto Siilasmaa, Board Chair

440 000

-

440 000

34 749

Olivier Piou, Board Vice Chair

185 000

11 000

196 000

14 610

Sari Baldauf

160 000

-

160 000

12 636

Bruce Brown

190 000

24 000

214 000

15 005

Jeanette Horan

175 000

20 000

195 000

13 820

Louis R. Hughes

175 000

24 000

199 000

13 820

Edward Kozel

195 000

22 000

217 000

15 400

Jean C. Monty

-

14 000

14 000

-

Elizabeth Nelson

175 000

17 000

192 000

13 820

Carla Smits-Nusteling

190 000

16 000

206 000

15 005

Kari Stadigh

160 000

10 000

170 000

12 636

Total

2 203 000

161 501

101


Table of Contents

Remuneration governance

We manage our remuneration through clearly defined processes, with well-defined governance principles, ensuring that no individual is involved in the decision-making process related to their own remuneration and that there is appropriate oversight of any compensation decision. Remuneration of the Board is annually presented to shareholders for approval at the Annual General Meeting and the remuneration of the President and CEO is approved by the Board.

The General Meeting of Shareholders

§

Shareholders approve the composition of the Board and the director remuneration based on proposals of the Board’s Corporate Governance and Nomination Committee, which actively considers and evaluates the appropriate level and structure of director remuneration. The composition of the Board and director remuneration are resolved by a majority vote of the shareholders represented at the General Meeting and determined as of the date of the General Meeting, until the close of the next Annual General Meeting.

§

Shareholders authorize the Board to resolve to issue shares, for example, to settle the company’s equity-based incentive plans based on the proposal of the Board.

The Board of Directors

§

Approves, and the independent members of the Board confirm, the compensation of the President and CEO, upon recommendation of the Personnel Committee;

§

Approves, upon recommendation of the Personnel Committee, any long-term incentive compensation and all equity plans, programs or similar arrangements of significance that the company establishes for its employees; and

§

Decides on the issuance of shares (under authorization by shareholders) to fulfill the company’s obligations under equity plans in respect of vested awards to be settled.

The Personnel Committee

The Personnel Committee assists the Board in discharging its responsibilities relating to all compensation, including equity compensation, of the company’s executives and the terms of employment of the executives.

§

In respect of the President and CEO, the Committee is accountable to the Board for:

-

reviewing and recommending to the Board the goals and objectives relevant to compensation;

-

evaluating and presenting to the Board the assessment of performance in light of those goals and objectives; and

-

proposing to the Board the total compensation based on this evaluation.

§

In respect of the other members of the Group Leadership Team (other than the President and CEO) and the direct reports to the President and CEO in Vice President-level positions and above, the Committee:

-

reviews and approves the goals and objectives relevant to the compensation, upon recommendation of the President and CEO;

-

reviews the results of the evaluation of performance in relation to the approved goals and objectives. The Committee approves the incentive compensation based on such evaluation;

-

approves and oversees the total compensation recommendations made by the President and CEO; and

-

reviews and approves compensation proposals made by the President and CEO in the event of termination of employment of a member of the Group Leadership Team.

§

The Committee reviews periodically, and makes recommendations to the Board regarding any equity programs, plans and other long-term incentive compensation arrangements, or similar arrangements of significance that the company establishes for, or makes available to, its employees, the appropriateness of the allocation of benefits under the plans and the extent to which the plans are meeting their intended objectives.

§

The Committee reviews and resolves, at its discretion, any other significant compensation arrangements applicable to the wider executive population in the Nokia Group.

§

The Committee reports to the Board at least annually on its views as to whether the President and CEO is providing the necessary leadership for the company in the long- and short-term.

§

The Committee reviews and discusses with management the compensation philosophy, strategy, principles, and management compensation to be included in our Remuneration Report.

§

The Committee reviews annually the company’s share ownership policy to determine the appropriateness of the policy against its stated objectives.

97


Table of Contents

§

The Committee has the power, in its sole discretion, to retain compensation consultants having special competence to assist the Personnel Committee in evaluating director and executive compensation.

§

The Committee reviews and approves changes to the company’s peer group for the assessment of the competitiveness of our compensation from time to time.

The committeeCommittee consults regularly with the President and CEO and the Chief Human Resources Officer though they are not present when their own compensation is reviewed or discussed.

102


Table of Contents

Work of the Personnel Committee

The Personnel Committee convened fivesix times during 20172018 with a general theme for each meeting. The discussion and timing of certain remuneration-related elements was uniqueIn addition to meetings in 2017, givenperson, the specific needs following the acquisition of Alcatel Lucent and any associated integration-related matters, as required.Committee held five meetings in writing.

Picture 2

  2017 achievement review and short-term incentive plan payment approvals including review of the performance of the President and CEO

  Budget approval for the 2018 Nokia equity program and performance review for the 2016 performance share plan

  Review of the Group Leadership Team succession planning

  Share ownership policy compliance review

  Review of the 2017 Remuneration Statement and Report

  Group Leadership Team compensation reviews

  Say on Pay

  Investor Outreach Feedback

  Compensation strategy and philosophy review

  Talent Review

§

  market and legal environment; and

  adviser market practices

  framework for the short-term incentive program for 2019;

  framework for the long-term incentive program for 2019; and

  the Remuneration Statement and Report for 2018

§

January:

  20162017 achievement review and short-term incentive plan payment approvals including review of the performance of the President and CEO

  Budget approval for the 20172018 Nokia equity program and performance review for the 20152016 performance share plan

  Review of the Group Leadership Team succession planning

March:

  Share ownership policy compliance review

  Review of the 20162017 Remuneration Statement and Report

  Group Leadership Team compensation reviews

August:

Review of:July:

  Talent summit outcomes,Review of:

diversity, andThe EU Shareholder Rights Directive II

policyShareholder outreach feedback

September:October:

  Compensation strategy and philosophy review

  Risk reviewTalent overview

Update on:

  Review of Alcatel Lucent 2014 performance share plan

  Update on:

market and legal environment; and

adviser market practices

November:

Review of:

framework for the short-term incentive program for 2018;2019;

framework for the long-term incentive program for 2018;2019; and

the Remuneration Statement and Report for 20172018

  Risk review

 

The President and CEO

The President and CEO has an active role in the compensation governance and performance management processes for the Group Leadership Team and the wider employee population at Nokia.

The President and CEO is not a member of the Personnel Committee and does not vote at Personnel Committee meetings, nor does he participate in any conversations regarding his own compensation.

98


Table of Contents

Advisors

The Personnel Committee engaged Aon,Willis Towers Watson, an independent external consultant, to assist in the review and determination of executive compensation and program design and provide insight into market trends and regulatory developments. The Personnel Committee has reviewed and established that Aon is independent of Nokia and does not have any other material business relationships with Nokia.  

99


Table of Contents

Authorizations and resolutions of the Board concerning remuneration

Valid authorizations

The Annual General Meeting held on May 23, 2017 resolved to authorize the Board to resolve to issue a maximum of 560 million shares through one or more issuances of shares or special rights entitling to shares. The authorization may be used to develop the company’s capital structure, diversify the shareholder base, finance or carry out acquisitions or other arrangements, to settle the company’s equity-based incentive plans or for other purposes resolved by the Board.

The authorization is effective until November 23, 2018 and the authorization terminated the earlier shareholder authorization for the Board to issue shares and special rights entitling to shares resolved at the Annual General Meeting on June 16, 2016. The authorization did not terminate the authorization granted by the Extraordinary General Meeting held on December 2, 2015 to the Board for the issuance of shares in order to implement the acquisition of Alcatel Lucent.

Board resolutions

On January 31, 2018, the Board approved the Nokia equity program for 2018 and the issuance, without consideration, of a maximum of 10.5 million Nokia shares held by the company to settle its commitments to Nokia’s equity plan participants during 2018.

Remuneration policy

This section of our statement describes our remuneration policy, the aspects considered when setting the policy and how we currently compensate our directors and executives.

Board of Directors

The objective of the Board’s Corporate Governance and Nomination Committee when determining director remuneration is to ensure that Nokia is able to compete for top-of-class board competence in order to maximize shareholder value. Therefore, it is the practice of the Corporate Governance and Nomination Committee to review and compare the total remuneration levels and their criteria paid in other global companies with net sales, geographical coverage and complexity of business comparable to that of Nokia’s. The Corporate Governance and Nomination Committee’s aim is to ensure that Nokia has an efficient Board consisting of international professionals representing a diverse and relevant mix of skills and experience. Nokia believes that a competitive Board remuneration contributes to the achievement of this target.

Director remuneration at Nokia consists of an annual fee and a meeting fee. Director remuneration for the term that began at the Annual General Meeting held on May 23, 2017 and ends at the close of the Annual General Meeting in 2018 consists of the following fees:

Annual fee

EUR

Chair

440 000

Vice Chair

185 000

Member

160 000

Chair of Audit Committee

30 000

Member of Audit Committee

15 000

Chair of Personnel Committee

30 000

Meeting fee(1)

EUR

Meeting requiring intercontinental travel

5 000

Meeting requiring continental travel

2 000

(1)

Paid for a maximum of seven meetings per term. Not paid to the Chair of the Board.

Approximately 40% of the annual fee is paid in Nokia shares purchased from the market or by using treasury shares. According to our policy, the directors shall retain until the end of their directorship such number of shares as corresponds to the number of shares they have received as Board remuneration during their first three years of service on the Board (the net amount received after deducting those shares needed to offset any costs relating to the acquisition of the shares, including taxes). The shares shall be purchased from the market on behalf of the directors, or, if treasury shares are used, transferred to the directors, as soon as practicable after the Annual General Meeting. The remainder of the annual fee is payable in cash, most of which is typically used to cover taxes arising from the paid remuneration.

A meeting fee for Board and Committee meetings is paid to all members of the Board except the Chair of the Board based on cost of travel required between the home location of the member of the Board and the location of a meeting. Only one meeting fee is payable for multiple Board and Committee meetings per eligible travel. The meeting fee is paid for a maximum of seven meetings per term. The meeting fee is paid in cash.

According to our policy, non-executive directors do not participate in any of Nokia’s equity programs and do not receive performance shares, restricted shares or any other equity-based or other form of variable compensation for their duties as members of the Board.

100


Table of Contents

The President and CEO

Our focus when considering policies related to remuneration of the President and CEO is to:

§

attract, retain and motivate the right individuals to lead Nokia;

§

drive performance and appropriate behaviors; and

§

align the interests of the President and CEO and the results of our compensation programs with the interests and returns of our shareholders.

These principles are then also applied to the compensation of the Group Leadership Team.

Compensation philosophy, design and strategy

Our compensation programs are designed to attract, drive and retain the talent necessary to deliver long-term sustainable results to the ultimate benefit of our shareholders. Rewards are tied to the execution of our strategy by adopting an appropriate mix of fixed and variable compensation to engage and incentivize delivery of these objectives and ensure alignment with shareholder interests.

A single compensation framework is used across the Nokia Group with a varying mix of fixed and variable compensation for each level of responsibility. Higher levels of performance-based compensation and equity compensation are used to reward executives for delivering long-term sustainable results and creating value for our shareholders.

We aim to provide a globally competitive compensation offering, which is comparable to that of our peer group companies, taking into account industry, geography, size and complexity. The peer group is reviewed annually and external advice is sought to confirm the appropriateness of the peer group, the quantum and the relative mix of compensation packages. The peer group for 2017 is presented in “—Remuneration Report” below. We also monitor a wider group of companies as emerging competitors in the labor markets from which we hire. 

In designing our variable compensation programs key consideration is given to:

§

incorporating specific performance measures that align directly with the execution of our strategy and driving long-term sustainable success;

§

delivering an appropriate amount of performance-related variable compensation for the achievement of strategic goals and financial targets in both the short and long term;

§

appropriately balancing rewards between company and individual performance; and

§

fostering an ownership culture that promotes sustainability and long-term value creation that aligns the interests of participants with those of our shareholders.

Compensation structure and target setting

In line with our overall compensation philosophy, our executives are rewarded using a mix of fixed and variable pay. The variable pay is determined based on performance against a mix of targets, either short- or long-term in nature, depending on the strategic impact for the business.

Targets for the short- and long-term incentive plans are set by the Board. The Board reviews business plans, external analysts’ expectations, previous year’s performance and the overall macro-economic environment to arrive at suitable targets for the plans. The goal of target-setting is to set targets that are achievable and sufficiently demanding to create shareholder value.

101


Table of Contents

The elements of the compensation structure for the President and CEO are further detailed below.

Element

Purpose

Operation

Opportunity

Base salary

To attract and retain the best individual with the requisite level of knowledge, skills and experience to lead our businesses and provide a degree of financial certainty and stability.

Base pay is reviewed annually taking into consideration a variety of factors, including, for example, the following:

  performance of the individual;

  changes in the market and the remuneration of our external comparator group;

  changes in individual responsibilities; and

  average employee salary increases across Nokia and in the local market.

Base salary increases are expected to be set in the context of wider employee increases.

Short-term incentives

To incentivize and reward performance against delivery of the annual business plan.

Short-term incentives are based on performance against single year targets and paid in cash.

Targets for the short-term incentives are set at the start of the year, in the context of analyst expectations and the annual plan, selecting measures that align to delivery of Nokia’s strategy.

Achievement is assessed at the end of the year.

As a percentage of base salary

Min 0%

Target 125%

Max 281.25%

Long-term incentives

To reward for delivery of sustainable long-term performance, align the President and CEO’s interests with those of shareholders and aid retention.

Annual long-term incentive awards are made in performance shares and paid for performance against longer-term targets.

Targets are set in the context of the Nokia long-term plans which are validated against analyst forecasts ensuring that they are considered both demanding and motivational.

The target value of a long-term incentive award is determined by reference to Nokia’s peer group and informed by reference to a wider group of emerging competitors in the markets where we recruit our talent including a range of technology companies.

The Board retains the discretion to make exceptional awards in circumstances where there is a strategically significant change in Nokia for which they believe that additional incentives would increase or accelerate value creation.

Payout as a percentage of target award

Min 0%

Target 100%

Max 200%

Benefits & perquisites

To attract, retain and protect the President and CEO.

Benefits are made available as part of the same policy that applies to employees more broadly in the relevant country, with additional security provisions, as appropriate.

n/a

102


Table of Contents

Element

Purpose

Operation

Opportunity

Relocation & mobility

To support the international mobility and ensure the right person is in the right location to meet business needs.

Support may be offered to cover additional costs related to relocation to and working in a location other than home country based on business need. The policy supports the mobility needs of an individual and their dependants or the reasonable costs of commuting. Benefits are market-specific and are not compensation for performing the role but provided to defray costs or additional burdens of a relocation or residence outside the home country.

n/a

Retirement plans

To provide for retirement with a level of certainty.

Retirement age is defined and pensions are provided in line with local country arrangements; in Finland this is the statutory Finnish pension system (“Finnish TyEL”).  

Under the TyEL arrangements, base salary, incentives and other taxable benefits are included in the definition of earnings while gains from equity related plans are not.

No supplemental pension arrangements are provided in Finland.

As mandated by Finnish law

Change of control arrangements

To ensure the continuity of management in connection with a possible change of control event.

Change of control arrangements are offered on a very limited basis only and are based on a double trigger structure, which means that both a specified change of control event and termination of the individual’s employment must take place for any change of control-based severance payment to materialize. Refer to “—Termination provisions of the President and CEO”.

n/a

Compensation mix and opportunity

To align the interests of the President and CEO with those of our shareholders, the compensation mix for the President and CEO is heavily geared towards performance-based pay with only 19.5% of core target compensation in 2017 consisting of fixed pay. The total remuneration of the President and CEO is thus dependent on performance and the range of possible outcomes is shown below:

Picture 8

103


 

Table of Contents

Remuneration on recruitmentNokia Group Leadership Team remuneration

Our policy on recruitment is to offer a compensation package which is sufficient to attract, retainAt the end of 2018, the Group Leadership Team consisted of 14 persons split between Finland, other European countries and motivate the individual with the right skills for the required role. On occasion, we may offer compensation to buy out awards or other lost compensation which the candidate held prior to joining Nokia, but which lapsed upon the candidate leaving their previous employer. Due consideration is givenUnited States. Changes to the potential value and timingGroup Leadership Team as of such awards, taking into account any conditions attached to the awards and the likely performance against such conditions.

Clawback

The President and CEO is subject to a clawback policy where any restatement of financial results may resultJanuary 1, 2019 are described in the reclaimingCorporate Governance Statement above.

Name

Position in 2018

Appointment date

Rajeev Suri

President and CEO

May 1, 2014

Basil Alwan

Co-president of IP/Optical Networks

January 8, 2016

Hans-Jürgen Bill

Chief Human Resources Officer

January 8, 2016

Kathrin Buvac(1)

Chief Strategy Officer

January 8, 2016

Ashish Chowdhary(2)

Chief Customer Operations Officer

January 8, 2016

Joerg Erlemeier

Chief Operating Officer

December 11, 2017

Barry French

Chief Marketing Officer

January 8, 2016

Sanjay Goel

President of Global Services

April 1, 2018

Bhaskar Gorti

President of Nokia Software

January 8, 2016

Federico Guillén

President of Fixed Networks

January 8, 2016

Kristian Pullola

Chief Financial Officer

January 1, 2017

Sri Reddy

Co-president of IP/Optical Networks

May 15, 2018

Maria Varsellona(3)

President of Nokia Technologies and Chief Legal Officer

January 8, 2016

Marcus Weldon

Chief Technology Officer and President of Bell Labs

April 1, 2017

(1)Kathrin Buvac was nominated President of amounts previously paid which had been based on numbers which have since been materially restated. Any such reclaimed amount, and the period over which payments can be reclaimed, will take into account the circumstances and duration of any misstatement.Nokia Enterprise from January 1, 2019, in addition to her existing role as Chief Strategy Officer..

Share ownership requirement

Nokia believes that it is desirable for its executives to own shares in Nokia to align their interests with those of shareholders and to ensure that their decisions are in the long-term interest of the company. The President and CEO is required to own three times his base salary in Nokia shares and is given(2)Ashish Chowdhary was a period of five years from appointment to achieve the required level of share ownership.

Termination provisions

In the event of a termination of employment, any payable compensation is determined in line with legal advice regarding local legislation, country policies, contractual obligations and the rules of the applicable incentive and benefit plans. Current termination provisions of the President and CEO’s service agreement are described under “—Termination provisions of the President and CEO”.

Group Leadership Team

Remunerationmember of the Group Leadership Team until December 31, 2018

(3) Maria Varsellona was nominated President of Nokia Technologies from May 31, 2018, in addition to her existing role as Chief Legal Officer.

The following persons stepped down from the Group Leadership Team during 2018.

Name

Position in 2018

Appointment date

Leaving date

Gregory Lee

President of Nokia Technologies

June 30, 2017

May 31, 2018

Igor Leprince

President of Global Services

April 1, 2017

March 31, 2018

Marc Rouanne

President of Mobile Networks

January 8, 2016

November 22, 2018

The remuneration of the members of the Group Leadership Team (excluding the President and CEO) consists of base salary, fringe benefits and short- and long-term incentives and follows the same policy framework as the President and CEO and other eligible employees, except that the quantum differs by role. Short-term incentive plans are based on rewarding the delivery of business performance utilizing certain, or all, of the following metrics as appropriate to the member’s role: revenue, operating profit, free cash flow and defined strategic objectives. The revenue and operating profit metrics exclude costs related to the acquisition of Alcatel Lucent and related integration, goodwill impairment charges, intangible asset amortization and other purchase price fair value adjustments, restructuring and associated charges and certain other items.

Remuneration on recruitment

Our policy on recruitment is to offer a compensation package which is sufficient to attract, retain and motivate individuals with the right skills for the required role. On occasion, we may offer compensation to buy out awards or other lost compensation which the candidate held prior to joining Nokia, but which lapsed upon the candidate leaving their previous employer. Due consideration is given to the potential value and timing of such awards takingand will take into account any conditions attached to the awards and the likely performance against such conditions.

Clawback

Our executives are subject to a clawback policy where any restatement of financial results may result in the reclaiming of amounts previously paid which had been based on numbers which have since been materially restated. Any such reclaimed amount, and the period over which payments can be reclaimed, will take into account the circumstances and duration of any misstatement.

Share ownership policy

Members of the Group Leadership Team are required to own two times their base salary in Nokia Shares. They are given five years from joining the Group Leadership Team to meet the requirements of the policy.

Pension arrangements of the Group Leadership Team

The members of the Group Leadership Team participate in the local retirement plans applicable to employees in the country of residence. Executives based in Finland participate in the statutory Finnish pension system, as regulated by the Finnish TyEL.

Executives based outside Finland participate in arrangements relevant to their location. Retirement plans vary by country and include defined benefit, defined contribution and cash balance plans. The retirement age for the members of Group Leadership Team varies between 60 and 65.

Termination provisions

In all cases, if an executive is dismissed for cause, no compensation will be payable and no outstanding equity will vest.

In the event of termination by Nokia for any other reason than cause, where Nokia pays compensation in lieu of notice period salary, the benefits and target short-term incentive amounts are taken into account.

The Board has discretion to implement change of control agreements if there is a period of significant instability in the business to facilitate stable and effective leadership during such a time, for example during a merger. At the end of 20172018 there were no change of control agreements in place for the Group Leadership Team members.

104


 

Table of Contents

Remuneration of the Group Leadership Team in 2018

Remuneration of the Group Leadership Team (excluding the President and CEO) in 2018 and 2017, in the aggregate, was as follows:

 

 

 

 

 

 

    

2018

    

2017

 

 

EURm⁽¹⁾

 

EURm⁽¹⁾

Salary, short-term incentives and other compensation(2)

 

20.5

 

20.3

Long-term incentives(3)

 

3.6

 

7.0

Total

 

24.1

 

27.3

(1)   The values represent each member’s time on the Group Leadership Team.

(2)   Short-term incentives represent amounts earned in respect of 2018 performance. Other compensation includes mobility related payments, local benefits and pension costs.

(3)   The amounts represent the value of equity awards vesting or stock options exercised.

The members of the Group Leadership Team (excluding the President and CEO) purchased a total of 1 088 623 Nokia shares under the co-investment arrangement in May and August 2018. Consequently, these Group Leadership Team members were awarded the following equity awards under the Nokia equity program in 2018:

Award

Units awarded(1)

Grant date fair value (EUR)

Grant date

Vesting date

Awarded as regular performance share award(2)

1 531 500

6 725 123

July 4, 2018

January 1, 2021

Awarded as matching performance share award under the co-investment arrangement(2)

2 177 246

9 549 131

July 4, 2018 and October 3, 2018

January 1, 2021

Restricted shares(3)

363 700

1 594 825

July 4, 2018

October 1, 2019, 2020 and 2021

(1)Includes units awarded to persons who were Group Leadership Team members during 2018.

(2)The 2018 performance share plan has a two-year performance period based on financial targets and a one-year restriction period. There is no minimum payout at below threshold performance for executive employees. The maximum payout would be 200% subject to maximum performance against all the performance criteria. Vesting is subject to continued employment.

(3)No restricted shares were issued to the Group Leadership Team members in Europe, the award was made to a U.S. based executive in common with local practice.

Unvested equity awards held by the Nokia Group Leadership Team, including the President and CEO

The following table sets forth the potential aggregate ownership interest through the holding of equity-based incentives of the Group Leadership Team in office, including the President and CEO, as of December 31, 2018:

 

 

 

 

 

 

 

 

 

 

 

    

 

 

Shares receivable

    

Shares receivable

    

Shares receivable

 

 

 

Shares receivable

 

through performance

 

through performance

 

through restricted

 

 

 

through stock options

 

shares at grant

 

shares at maximum(4)

 

shares

 

Number of equity awards held by the Group Leadership Team(1)

 

 

 

8 294 556

 

16 589 112

 

734 042

 

% of the outstanding shares(2)

 

-

%  

0.15

%  

0.30

%  

0.01

%

% of the total outstanding equity incentives (per instrument)(3)

 

-

%  

11.37

%  

11.37

%  

20.49

%

(1)Includes the 14 members of the Group Leadership Team in office as of December 31, 2018. The number of units held under awards made before June 30, 2016 was adjusted to reflect the impact of the special dividend paid in 2016.

(2)The percentages are calculated in relation to the outstanding number of shares and total voting rights of Nokia as of December 31, 2018, excluding shares held by Nokia Group. No member of the Group Leadership Team owns more than 1% of the outstanding Nokia shares.

(3)The percentages are calculated in relation to the total outstanding equity incentives per instrument. The number of units outstanding under awards made before June 30, 2016 reflects the impact of the special dividend paid in 2016.

(4)At maximum performance, under the performance share plans outstanding as of December 31, 2018, the payout would be 200% and the table reflects this potential maximum payout. The restriction period for the performance share plan 2016 and the performance period for the performance share plan 2017 ended on December 31, 2018 and Nokia’s performance against the performance criteria set out in the plan rules, was above the threshold performance level for both plans. The settlement to the participants under the performance share 2016 plan took place in February 2019 and the settlement for the performance share 2017 plan is expected to take place in the beginning of 2020 after the restriction period ends.

Review of our incentive plans

Each year we monitor the performance of our incentive plans against the targets for the plan, total shareholder return and the impact that the plans have on total compensation compared to market peers.

Target setting

Targets for the short-term incentives are set annually at or before the start of the year, balancing the need to deliver value with the need to motivate and drive performance of the Group Leadership Team. Targets are selected from a set of strategic metrics that align with driving sustainable value for shareholders and are set in the context market expectations and analyst consensus forecasts. Targets for our long-term incentive plans are set in a similar context. The long-term incentive targets are set at the start of the performance period and locked in for the life of the plan.

Short-term incentives

Short-term incentive targets and achievements were based on a mix of revenue, operating profit and cash flow as well as personal targets. Targets are measured either at a Nokia Group level or, alternatively, a mix of Nokia Group and business group level for business group presidents. Payout levels for 2018 represent the challenging business environment in which Nokia has been operating with median payout at 67% of target.

Long-term incentives

We annually review of compensation against key metrics such as total shareholder return and share price to validate the effectiveness of our equity plans.

105


Table of Contents

The 2015 performance share plan vested on January 1, 2018 with 123.75% of the target award vesting based on the achievement against the revenue and earnings per share targets during the performance period (financial years 2015 and 2016).

The 2016 performance share plan vested on January 1, 2019 with 46.25% of the target award vesting based on the achievement against the revenue and earnings per share targets during the performance period (financial years 2016 and 2017).

The 2017 performance share plan will vest on January 1, 2020 with 28.9% of the target award vesting based on the achievement against the revenue and earnings per share targets during the performance period (financial years 2017 and 2018).

Pay for performance

Core to our compensation philosophy is a desire to pay for performance.

Each year we review overall total shareholder return compared to long-term incentive payouts mapping the performance of the plans against the total shareholder return curve.

Picture 7

Looking at the performance of our long-term incentive plans against total shareholder return there is a reasonable alignment with the performance of the plans declining as total shareholder return declines and the trend lines are reasonably aligned.

Following the change in the performance metrics in the 2018 long-term incentive plan to better fit with the needs of the business, the Board continues to actively monitor the performance of our long-term incentive plans to ensure that they deliver value for shareholders.

Our peers

In looking for suitable comparators, we have considered ourselves a European technology company and looked at businesses of similar size, global scale and complexity, such as:

ABB

Deutsche Telekom

ASML

Ericsson

Airbus

Infineon

Atos

Kone

BAe Systems

Phillips

BT

SAP

Cap Gemini

Vodafone

106


Table of Contents

Nokia Equity Program

The Nokia equity program includes the following equity instruments:

 

 

 

 

 

Performance shares

Restricted shares

Employee share purchase plan

Eligible employees

Grade-based eligibility

Grade-based eligibility

Employees in participating countries

Purpose

Annual long-term incentive awards, to reward delivery of sustainable long-term performance, align with the interests of shareholders and aid retention of key employees

Limited use for recruitment and retention

Encourage share ownership within the Nokia employee population, increasing engagement and sense of ownership in the company

Vesting schedule

Two-yearFrom 2019, a three-year performance period based on financials targets. Prior to 2019 two-year performance period based on financial targets and one-year restriction periodperiod.

Vest equally in three tranches on the 1st, 2nd and 3rd anniversary of grant

Matching shares vest at the end of the 12‑month savings period

Performance period

Three years

Conditions may be applied before grant of the award

n/a

 

Performance share plansplan

In accordance with previous years’ practice, the primary equity instruments granted to eligible employees are performance shares. The performance shares represent a commitment by Nokia to deliver Nokia shares to employees at a future point in time, subject to our fulfillment of the performance criteria.

The table below illustrates the performance criteria of the performance share plans that are currently active.

 

 

 

 

 

 

 

 

Performance criteria(1) (Nokia group)

    

2018

    

2017

    

2016

    

Annual earnings per share (diluted)

 

Yes

 

 

 

 

 

Annual free cash flow

 

Yes

 

 

 

 

 

Revenue relative to market

 

Yes

 

 

 

 

 

Average annual net sales

 

 

 

Yes

 

Yes

 

Average annual earnings per share (diluted)

 

 

 

Yes

 

Yes

 

Minimum settlement at below threshold performance(2)

 

 –

 

 –

 

25

%  

(1)

Measures exclude costs related to the acquisition of Alcatel Lucent and related integration, goodwill impairment charges, intangible asset amortization and other purchase price fair value adjustments, restructuring and associated charges and certain other items.

(2)

In 2014, a minimum payout level was introduced to reinforce the retentive impact of the plan by giving some certainty to remaining employees during the transformation of Nokia following the Sale of the D&S Business and integration of the Nokia Networks business. The 2017 plan removes the minimum payout of 25% of the grant amount for executive employees. Employees who are not executives at the time the awards are granted to them will continue to benefit from a minimum payout of 25% with the intention of this continuing to provide a retention effect.

Under the 20182019 performance share plan, the pay-out will depend on whether the performance criteria have been met by the end of the performance period. The performance criteria are: Nokia annual earnings per share, (diluted), annual free cash flow and market share (formerly called revenue relative to market). Market share is measured by comparing Nokia’s revenue in constant currency to our defined primary addressable market. Data on the primary addressable market is obtained externally. The criteria excludeexcludes costs related to the acquisition of Alcatel Lucent and related integration, goodwill impairment charges, intangible asset amortization and other purchase price fair value adjustments, restructuring and associated charges and certain other items.

The 20182019 performance share plan has a two-yearthree-year performance period (2018-2019) and a subsequent one-year restriction period.(2019-2021). The number of performance shares to be settled would be determined with reference to the performance targets during the performance period. For non-executive participants, 25% of the performance shares granted in 20182019 will settle after the restriction period, regardless of the satisfaction of the applicable performance criteria. In case the applicable performance criteria are not satisfied, employees who are executives at the date of the performance share grant in 20182019 will not receive any settlement.

The grant underUnder the 20182019 plan approved by the Board the company has authority to award up to 37 million performance share planshares during the year which could result in an aggregate maximum settlement of 9474 million Nokia shares in the event thatof maximum performance against all the performance criteria isbeing achieved.

Until the Nokia shares are delivered, the participants will not have any shareholder rights, such as voting or dividend rights associated with these performance shares.

Restricted share plan

Restricted shares are granted to Nokia's executives and other eligible employees on a more limited basis than performance shares for purposes related to retention and recruitment to ensure Nokia is able to retain and recruit vital talent for the future success of Nokia.

Under the 20182019 restricted share plan, the restricted shares are divided into three tranches, each tranche consisting of one third of the restricted shares granted. The first tranche has a one-year restriction period, the second tranche a two-year restriction period, and the third tranche a three-year restriction period.

The grant underUnder the 20182019 plan approved by the Board the company has authority to award up to 2.5 million restricted share planshares during the year, which could result in an aggregatea maximum settlement of 82.5 million Nokia shares.

Until the Nokia shares are delivered, the participants will not have any shareholder rights, such as voting or dividend rights, associated with the restricted shares.

105


Table of Contents

Employee Share Purchase Planshare purchase plan

Under our employee share purchase plan 20182019 “Share in Success”, eligible employees can elect to make monthly contributions from their salary to purchase Nokia shares. The aggregate maximum amount of contributions that employees can make during the plan cycle commencing in 2019 is approximately EUR 60 million. The contribution per employee cannot exceed EUR 1 8002 100 per year. The share purchases are made at market value on predetermined dates on a quarterly basis during a 12-month savings period. Nokia intends to deliver one matching share for every two purchased shares the employee still holds at the end of the plan cycle. Participation in the plan is voluntary for all employees in countries where the plan is offered. The Employee Share Purchase Plan is planned to be offered to Nokia employees in up to 7572 countries for the plan cycle commencing in 2018.2019.

107


Table of Contents

Legacy equity programs

Stock Options

The granting of stock options ceased at the end of 2013; however, awards granted under the 2011 stock option plan remain in force. Under the plan, each stock option entitles the holder to subscribe for one new Nokia share. The stock options are non-transferable and may be exercised for shares only. The vesting scheduleTermination provisions of the 2011 stock option plan is as follows:President and CEO

Currently the termination provisions for the President and CEO’s service agreement specify alternatives for termination and associated compensation in accordance with the following table:

PlanTermination by

VestingscheduleReason

Notice

Compensation

2011 stock option planNokia

50% on third anniversary of grant

50% on fourth anniversary of grant

Term is approximately six years

The final subscription periods end on December 27, 2019Cause

None

The President and CEO is entitled to no additional compensation and all unvested equity awards would be forfeited.

Nokia

Reasons other than cause

Up to 18 months

The President and CEO is entitled to a severance payment equaling up to 18 months of compensation (including annual base salary, benefits, and target incentive) and unvested equity awards would be forfeited.

President and CEO

Any reason

Six months

The President and CEO may terminate his service agreement at any time with six months’ prior notice. The President and CEO would either continue to receive salary and benefits during the notice period or, at Nokia’s discretion, a lump sum of equivalent value. Additionally, the President and CEO would be entitled to any short- or long-term incentives that would normally vest during the notice period. Any unvested equity awards would be forfeited.

President and CEO

Nokia’s material breach of the service agreement

Up to 18 months

In the event that the President and CEO terminates his service agreement based on a final arbitration award demonstrating Nokia’s material breach of the service agreement, he is entitled to a severance payment equaling up to 18 months of compensation (including annual base salary, benefits and target incentive). Any unvested equity awards would be forfeited.

 

Shares will be eligible for dividends in respect of the financial year in which the share subscription takes place. Other shareholder rights will commence on the date on which the subscribed shares are entered in the trade register. The stock option grants are generally forfeited if the employment relationship is terminated with Nokia.

Alcatel Lucent liquidity agreements

In 2016, NokiaPresident and Alcatel Lucent entered into liquidity agreements with beneficiaries of the 2015 Alcatel Lucent performance share plan. Pursuant to the agreements, the 2015 Alcatel Lucent performance shares (as well as other unvested performance share plans, where the employee elected to enter into a liquidityCEO’s service agreement rather than accelerate their equity), would be exchanged for Nokia shares, or for the cash equivalent of the market value of such Nokia shares, shortly after expiration of the vesting period. The exchange ratio would be aligned with the exchange ratio of Nokia’s exchange offer for all outstanding Alcatel Lucent securities, subject to certain adjustmentsincludes special severance provisions in the event of financial transactionsa termination of employment following a change of control event. Such change of control provisions are based on a double trigger structure, which means that both a change of control event and the termination of the President and CEO’s employment within a defined period of time must take place in order for any change of control-based severance payment to become payable. More specifically, if a change of control event has occurred, as defined in the service agreement, and the President and CEO’s service with Nokia is terminated by either Nokia or Alcatel Lucent.

Remuneration Report

The Remuneration Report provides information on the Board and executive remuneration between January 1, 2017 and December 31, 2017. We provide disclosure of the compensation of our Board,its successor without cause, or by the President and CEO for “good reason”, in either case within 18 months from such change of control event, the President and aggregatedCEO would be entitled to a severance payment equaling up to 18 months of compensation information(including annual base salary, benefits, and target incentive) and cash payment (or payments) for the Group Leadership Team.  Revenue, operating profitpro-rated value of his outstanding unvested equity awards, restricted shares, performance shares and earnings per share measuresstock options (if any), payable pursuant to the terms of the service agreement. “Good reason” referred to above includes a material reduction of the President and CEO’s compensation and a material reduction of his duties and responsibilities, as defined in the Remuneration Report exclude costs relatedservice agreement and as determined by the Board.

The President and CEO is subject to a 12-month non-competition obligation that applies after the acquisitiontermination of Alcatel Lucentthe service agreement or the date when he is released from his obligations and related integration, goodwill impairment charges, intangible asset amortization and other purchase price fair value adjustments, restructuring and associated charges and certain other items.responsibilities, whichever occurs earlier.

Board of Directors

In 2017,2018, the aggregate amount of compensation paid to the members of the Board for their services on the Board and its committees equaled EUR 2 138203 000.

The Annual General Meeting held on May 23, 201730, 2018 resolved to elect ten members to the Board. The following members of the Board were re-elected for a term ending at the close of the Annual General Meeting in 2018:2019: Bruce Brown, Jeanette Horan, Louis R. Hughes, Jean C. Monty,Edward Kozel, Elizabeth Nelson, Olivier Piou, Risto Siilasmaa, Carla Smits-Nusteling and Kari Stadigh. Jeanette Horan and Edward Kozel wereSari Baldauf was elected as a new membersmember of the Board for the same term. For director remuneration resolved by the Annual General Meeting for the current term refer to “Remuneration Policy—Board of Directors” above.

The following table outlines the total annual compensation paid in 20172018 to the members of the Board for their services, as resolved by shareholders at the Annual General Meeting on May 23, 2017.shareholders. The table does not include the meeting fees as resolved by the Annual General Meeting in 2017. The meeting2018 since those fees for applicable Board and Committee meetings held in 2017the ongoing term will be paid in 2018.2019. For details of Nokia shares held by the members of the Board, refer to “—Share ownership—“Corporate Governance Statement—Share ownership of the Board of Directors” below.above.

Annual fee (EUR)

Meeting fees (EUR)

Total remuneration paid (EUR)

Number of Shares

Approximately 40% of the annual fee

Risto Siilasmaa, Board Chair

440 000

-

440 000

34 749

Olivier Piou, Board Vice Chair

185 000

11 000

196 000

14 610

Sari Baldauf

160 000

-

160 000

12 636

Bruce Brown

190 000

24 000

214 000

15 005

Jeanette Horan

175 000

20 000

195 000

13 820

Louis R. Hughes

175 000

24 000

199 000

13 820

Edward Kozel

195 000

22 000

217 000

15 400

Jean C. Monty

-

14 000

14 000

-

Elizabeth Nelson

175 000

17 000

192 000

13 820

Carla Smits-Nusteling

190 000

16 000

206 000

15 005

Kari Stadigh

160 000

10 000

170 000

12 636

Total

2 203 000

161 501

106101


 

Table of Contents

Compensation paid in 2017:

EURRemuneration governance⁽¹⁾

Shares⁽²⁾

Risto Siilasmaa, Chair

440 000

30 497

Olivier Piou, Vice Chair(3)

199 000

12 823

Bruce Brown(4)

209 000

13 169

Jeanette Horan⁽⁵⁾

175 000

12 129

Louis R. Hughes(6)

194 000

12 129

Edward Kozel⁽⁷⁾

175 000

12 129

Jean C. Monty(8)

174 000

11 090

Elizabeth Nelson⁽⁹⁾

207 000

13 169

Carla Smits-Nusteling(10)

195 000

12 129

Kari Stadigh(11)

170 000

11 090

Total

2 138 000

140 354

(1)

The meeting fees for the term that ended at the close of the Annual General Meeting in 2017 were paid in cash in 2017 and are included in the table above. The meeting fees for the current term as resolved by the Annual General Meeting in 2017 will be paid in cash in 2018 and are not included in the table above.

(2)

Approximately 40% of each Board member’s annual fee was paid in Nokia shares purchased from the market and the remaining amount of approximately 60 % was paid in cash.

(3)

Consists of EUR 185 000 for services as the Vice Chair of the Board and meeting fees of EUR 14 000.

(4)

Consists of EUR 160 000 for services as a member of the Board, EUR 30 000 for services as the Chair of the Personnel Committee and meeting fees of EUR 19 000.

(5)

Consists of EUR 160 000 for services as a member of the Board and EUR 15 000 for services as a member of the Audit Committee.

(6)

Consists of EUR 160 000 for services as a member of the Board, EUR 15 000 for services as a member of the Audit Committee and meeting fees of EUR 19 000.

(7)

Consists of EUR 160 000 for services as a member of the Board and EUR 15 000 for services as a member of the Audit Committee.

(8)

Consists of EUR 160 000 for services as a member of the Board and meeting fees of EUR 14 000.

(9)

Consists of EUR 160 000 for services as a member of the Board, EUR 30 000 for services as the Chair of the Audit Committee and meeting fees of EUR 17 000.

(10)

Consists of EUR 160 000 for services as a member of the Board, EUR 15 000 for services as a member of the Audit Committee and meeting fees of EUR 20 000.

(11)

Consists of EUR 160 000 for services as a member of the Board and meeting fees of EUR 10 000.

The President and CEO

The following table shows theWe manage our remuneration received by the President and CEO in 2017 and 2016. The long-term incentive payments reflect actual paymentsthrough clearly defined processes, with well-defined governance principles, ensuring that no individual is involved in the respective years attributabledecision-making process related to the vestingtheir own remuneration and that there is appropriate oversight of any compensation decision. Remuneration of the 2014 Nokia performance share plan in 2017Board is annually presented to shareholders for approval at the Annual General Meeting and the 2012 Nokia Networks equity incentive plan that vested in 2016.

 

 

 

 

 

EUR

    

2017

    

2016

Salary

 

1 050 000

 

1 049 044

Short-term incentive⁽¹⁾

 

997 369

 

780 357

Long-term incentive

 

 

 

  

From role as Nokia President and CEO

 

4 261 633

 

 –

From role as NSN CEO⁽²⁾

 

 –

 

7 556 598

Other compensation⁽ᶾ⁾

 

114 557

 

122 157

Total

 

6 423 559

 

9 508 156

(1)Short-term incentives represent amounts earned in respect of the financial year, but that are paid in April of the following year.

(2)Amount represents the value of the 2012 Nokia Networks equity incentive plan.

(3)Other compensation includes compensation for housing equaling EUR 44 463 (2016: EUR 41 312); travel assistance equaling EUR 22 628 (2016: EUR 33 482); Tax services equaling EUR 17 595 (2016: EUR 19 260) and other benefits including mobile phone, driver and supplemental medical and disability insurance equaling EUR 29 871 (2016: EUR 28 103).

Pursuant to Finnish legislation, Nokia is required to make contributions to the Finnish TyEL pension arrangements in respect of the President and CEO. Such payments can be characterized as defined contribution payments. In 2017, payments to the Finnish state pension system equaled EUR 304 546 (EUR 469 737 in 2016).

Variable pay

Targets for the short-term incentives are set annually at or before the start of the year, balancing the need to deliver value with the need to motivate and drive the performance of the President and CEO. Targets are selected from a set of strategic metrics that align with driving sustainable value for shareholders and are set in the context market expectations and analyst consensus forecasts. The long-term incentive targets are set in a similar context and are set for the life of the plan at the start of the performance period and locked in for the life of the plan.    

The variable payremuneration of the President and CEO is determined based on performance against a mixapproved by the Board.

The General Meeting of targets, either short- or long-term in nature, depending on the strategic impact for the business.

Based on the Board’s assessment, the most appropriate measures for driving sustainable business performance at Nokia in 2017 were:Shareholders

§

revenue;Shareholders approve the composition of the Board and the director remuneration based on proposals of the Board’s Corporate Governance and Nomination Committee, which actively considers and evaluates the appropriate level and structure of director remuneration. The composition of the Board and director remuneration are resolved by a majority vote of the shareholders represented at the General Meeting and determined as of the date of the General Meeting, until the close of the next Annual General Meeting.

§

operating profit;Shareholders authorize the Board to resolve to issue shares, for example, to settle the company’s equity-based incentive plans based on the proposal of the Board.

The Board of Directors

§

Approves, and the independent members of the Board confirm, the compensation of the President and CEO, upon recommendation of the Personnel Committee;

§

earnings per share;

§

free cash flow;Approves, upon recommendation of the Personnel Committee, any long-term incentive compensation and all equity plans, programs or similar arrangements of significance that the company establishes for its employees; and

§

personal strategicDecides on the issuance of shares (under authorization by shareholders) to fulfill the company’s obligations under equity plans in respect of vested awards to be settled.

The Personnel Committee

The Personnel Committee assists the Board in discharging its responsibilities relating to all compensation, including equity compensation, of the company’s executives and the terms of employment of the executives.

§

In respect of the President and CEO, the Committee is accountable to the Board for:

-

reviewing and recommending to the Board the goals and objectives relevant to compensation;

-

evaluating and presenting to the Board the assessment of performance in light of those goals and objectives; and

-

proposing to the Board the total compensation based on this evaluation.

§

In respect of the other members of the Group Leadership Team (other than the President and CEO) and the direct reports to the President and CEO in Vice President-level positions and above, the Committee:

-

reviews and approves the goals and objectives relevant to the compensation, upon recommendation of the President and CEO;

-

reviews the results of the evaluation of performance in relation to the approved goals and objectives. The Committee approves the incentive compensation based on such evaluation;

-

approves and oversees the total compensation recommendations made by the President and CEO; and

-

reviews and approves compensation proposals made by the President and CEO in the event of termination of employment of a member of the Group Leadership Team.

§

The Committee reviews periodically, and makes recommendations to the Board regarding any equity programs, plans and other long-term incentive compensation arrangements, or similar arrangements of significance that the company establishes for, or makes available to, its employees, the appropriateness of the allocation of benefits under the plans and the extent to which the plans are meeting their intended objectives.

§

The Committee reviews and resolves, at its discretion, any other significant compensation arrangements applicable to the wider executive population in the Nokia Group.

§

The Committee reports to the Board at least annually on its views as to whether the President and CEO is providing the necessary leadership for the company in the long- and short-term.

§

The Committee reviews and discusses with management the compensation philosophy, strategy, principles, and management compensation to be included in our Remuneration Report.

§

The Committee reviews annually the company’s share ownership policy to determine the appropriateness of the policy against its stated objectives.

§

The Committee has the power, in its sole discretion, to retain compensation consultants having special competence to assist the Personnel Committee in evaluating director and executive compensation.

§

The Committee reviews and approves changes to the company’s peer group for the assessment of the competitiveness of our compensation from time to time.

The Committee consults regularly with the President and CEO and the Chief Human Resources Officer though they are not present when their own compensation is reviewed or discussed.

107102


 

Table of Contents

The variable compensation focused on these measures including personal strategic objectives to supportWork of the strategic development of Nokia, which is not necessarily measurable or easily measured in purely financial terms.

Picture 9

Picture 10

Short-term incentivePersonnel Committee

The Personnel Committee convened six times during 2018 with a general theme for each meeting. In addition to meetings in person, the Committee held five meetings in writing.

Picture 2

2017 achievement review and short-term incentive plan payment approvals including review of the performance of the President and CEO

  Budget approval for the 2018 Nokia equity program and performance review for the 2016 performance share plan

  Review of the Group Leadership Team succession planning

  Share ownership policy compliance review

  Review of the 2017 Remuneration Statement and Report

  Group Leadership Team compensation reviews

  Say on Pay

  Investor Outreach Feedback

  Compensation strategy and philosophy review

  Talent Review

§

  market and legal environment; and

  adviser market practices

  framework for the short-term incentive program for 2019;

  framework for the long-term incentive program for 2019; and

  the Remuneration Statement and Report for 2018

§

January:

  2017 achievement review and short-term incentive plan payment approvals including review of the performance of the President and CEO

  Budget approval for the 2018 Nokia equity program and performance review for the 2016 performance share plan

  Review of the Group Leadership Team succession planning

March:

  Share ownership policy compliance review

  Review of the 2017 Remuneration Statement and Report

  Group Leadership Team compensation reviews

July:

  Review of:

The EU Shareholder Rights Directive II

Shareholder outreach feedback

October:

  Compensation strategy and philosophy review

  Talent overview

  Review of Alcatel Lucent 2014 performance share plan

  Update on:

market and legal environment; and

adviser market practices

November:

  Review of:

framework for the short-term incentive program for 2019;

framework for the long-term incentive program for 2019; and

the Remuneration Statement and Report for 2018

  Risk review

The President and CEO

The President and CEO was based on three core metrics: revenue, operating profithas an active role in the compensation governance and free cash flow.performance management processes for the Group Leadership Team and the wider employee population at Nokia.

The short-term incentive for the President and CEO were based on the achievement of key financial targets and other strategic objectives, as defined below. Performance against these defined targets was then multiplied byis not a business results multiplier, which acts as a funding factor for the incentive plan for most employees, to determine the final payment.

 

 

 

 

 

 

 

% of base salary

 

 

Minimum

    

Target

    

Maximum

    

 

performance

 

performance

 

performance

 

Measurement criteria

0

%  

125

%  

281.25

 

80% of the incentive was based on performance against the Nokia scorecard:

 

 

  

 

  

 

• revenue (⅓);

 

 

  

 

  

 

• operating profit (⅓;) and

 

 

 

 

 

 

• free cash flow (⅓).

 

 

  

 

  

 

The final 20% of the incentive was determined based on the achievement of personal strategic objectives set for President and CEO by the Board.

Short-term incentive targets and achievements reflect the challenging market conditions yet also show the operational resilience of our business. In line with Nokia’s performance in 2017, the short-term incentivemember of the PresidentPersonnel Committee and CEO equaled EUR 997 369, or 76%does not vote at Personnel Committee meetings, nor does he participate in any conversations regarding his own compensation.

Advisors

The Personnel Committee engaged Willis Towers Watson, an independent external consultant, to assist in the review and determination of the target award, reflecting the challengingexecutive compensation and program design and provide insight into market environment. Achievement by each element of the short-term incentive plan was as follows:trends and regulatory developments.

108103


 

Table of Contents

 

 

 

 

 

 

Metric

    

Target EURm

    

Achievement

    

Revenue

 

24 283

 

22.11

%

Operating profit

 

2 483

 

96.94

%

Free cash flow(1)

 

(244)

 

105.31

%

Nokia Group Leadership Team remuneration

At the end of 2018, the Group Leadership Team consisted of 14 persons split between Finland, other European countries and the United States. Changes to the Group Leadership Team as of January 1, 2019 are described in the Corporate Governance Statement above.

(1)

Name

Free cash-flow target was negative due to expected restructuring costsPosition in 2018

Appointment date

Rajeev Suri

President and roadmap integration issues.CEO

May 1, 2014

Basil Alwan

Co-president of IP/Optical Networks

January 8, 2016

Hans-Jürgen Bill

Chief Human Resources Officer

January 8, 2016

Kathrin Buvac(1)

Chief Strategy Officer

January 8, 2016

Ashish Chowdhary(2)

Chief Customer Operations Officer

January 8, 2016

Joerg Erlemeier

Chief Operating Officer

December 11, 2017

Barry French

Chief Marketing Officer

January 8, 2016

Sanjay Goel

President of Global Services

April 1, 2018

Bhaskar Gorti

President of Nokia Software

January 8, 2016

Federico Guillén

President of Fixed Networks

January 8, 2016

Kristian Pullola

Chief Financial Officer

January 1, 2017

Sri Reddy

Co-president of IP/Optical Networks

May 15, 2018

Maria Varsellona(3)

President of Nokia Technologies and Chief Legal Officer

January 8, 2016

Marcus Weldon

Chief Technology Officer and President of Bell Labs

April 1, 2017

The Board reviewed the impact(1)Kathrin Buvac was nominated President of Nokia Enterprise from January 1, 2019, in addition to her existing role as Chief Strategy Officer..

(2)Ashish Chowdhary was a member of the settlementGroup Leadership Team until December 31, 2018

(3) Maria Varsellona was nominated President of Nokia Technologies from May 31, 2018, in addition to her existing role as Chief Legal Officer.

The following persons stepped down from the Group Leadership Team during 2018.

Name

Position in 2018

Appointment date

Leaving date

Gregory Lee

President of Nokia Technologies

June 30, 2017

May 31, 2018

Igor Leprince

President of Global Services

April 1, 2017

March 31, 2018

Marc Rouanne

President of Mobile Networks

January 8, 2016

November 22, 2018

The remuneration of the Apple patent litigation on the short-term Incentive and decided not to recognize the impactmembers of the settlement itself on either revenue or operating profit on the basis that it had not been included in targets due to the unpredictable nature of such large litigations. It was deemed appropriate to give credit for the cash flow benefit, value a swift settlement and recognize the cost savings achieved by avoiding extensive litigation.

Long-term incentive

In 2017,Group Leadership Team (excluding the President and CEO’s 2014 performance share award vested at 125.72%CEO) consists of base salary, fringe benefits and short- and long-term incentives and follows the target award valued at EUR 3 968 064.

In 2016,same policy framework as the President and CEO was grantedand other eligible employees, except that the quantum differs by role. Short-term incentive plans are based on rewarding the delivery of business performance utilizing certain, or all, of the following metrics as appropriate to the member’s role: revenue, operating profit, free cash flow and defined strategic objectives.

Remuneration on recruitment

Our policy on recruitment is to offer a restricted share awardcompensation package which is sufficient to attract, retain and motivate individuals with the right skills for the required role. On occasion, we may offer compensation to buy out awards or other lost compensation which the candidate held prior to joining Nokia, but which lapsed upon the candidate leaving their previous employer. Due consideration is given to the potential value and timing of such awards and will take into account any conditions attached to the awards and the likely performance against such conditions.

Clawback

Our executives are subject to a clawback policy where any restatement of financial results may result in the fulfillmentreclaiming of predeterminedamounts previously paid which had been based on numbers which have since been materially restated. Any such reclaimed amount, and demanding performance conditions relatedthe period over which payments can be reclaimed, will take into account the circumstances and duration of any misstatement.

Share ownership policy

Members of the Group Leadership Team are required to own two times their base salary in Nokia Shares. They are given five years from joining the successful integrationGroup Leadership Team to meet the requirements of Nokiathe policy.

Pension arrangements of the Group Leadership Team

The members of the Group Leadership Team participate in the local retirement plans applicable to employees in the country of residence. Executives based in Finland participate in the statutory Finnish pension system, as regulated by the Finnish TyEL.

Executives based outside Finland participate in arrangements relevant to their location. Retirement plans vary by country and Alcatel Lucent. This award vests in three equal tranches,include defined benefit, defined contribution and cash balance plans. The retirement age for the firstmembers of which was in 2017Group Leadership Team varies between 60 and worth EUR 293 569.65.

Termination provisions

In 2017,all cases, if an executive is dismissed for cause, no compensation will be payable and no outstanding equity will vest.

In the event of termination by Nokia for any other reason than cause, where Nokia pays compensation in lieu of notice period salary, the benefits and target short-term incentive amounts are taken into account.

The Board has discretion to implement change of control agreements if there is a period of significant instability in the business to facilitate stable and effective leadership during such a time, for example during a merger. At the end of 2018 there were no change of control agreements in place for the Group Leadership Team members.

104


Table of Contents

Remuneration of the Group Leadership Team in 2018

Remuneration of the Group Leadership Team (excluding the President and CEOCEO) in 2018 and 2017, in the aggregate, was as follows:

 

 

 

 

 

 

    

2018

    

2017

 

 

EURm⁽¹⁾

 

EURm⁽¹⁾

Salary, short-term incentives and other compensation(2)

 

20.5

 

20.3

Long-term incentives(3)

 

3.6

 

7.0

Total

 

24.1

 

27.3

(1)   The values represent each member’s time on the Group Leadership Team.

(2)   Short-term incentives represent amounts earned in respect of 2018 performance. Other compensation includes mobility related payments, local benefits and pension costs.

(3)   The amounts represent the value of equity awards vesting or stock options exercised.

The members of the Group Leadership Team (excluding the President and CEO) purchased a total of 1 088 623 Nokia shares under the co-investment arrangement in May and August 2018. Consequently, these Group Leadership Team members were awarded the following equity awards under the Nokia equity program:program in 2018:

 

 

 

 

 

 

 

 

 

Award

 

Units awarded(1)

 

Grant date fair value (EUR)

 

Grant date

 

Vesting date

Performance sharesAwarded as regular performance share award(1)(2)

 

596 4211 531 500

 

3 040 5546 725 123

 

July 5, 20174, 2018

 

January 1, 2021

Awarded as matching performance share award under the co-investment arrangement(2)

2 177 246

9 549 131

July 4, 2018 and October 3, 2018

January 1, 2021

Restricted shares(3)

363 700

1 594 825

July 4, 2018

October 1, 2019, 2020 and 2021

(1)Includes units awarded to persons who were Group Leadership Team members during 2018.

(2)The 20172018 performance share plan has a two-year performance period based on financial targets and a one-year restriction period. There is no minimum payout at below threshold performance for executive employees. The maximum payout would be 200% subject to maximum performance against all the performance criteria. Vesting is subject to continued employment.

(3)No restricted shares were issued to the Group Leadership Team members in Europe, the award was made to a U.S. based executive in common with local practice.

Share ownership

Our share ownership policy requires thatUnvested equity awards held by the Nokia Group Leadership Team, including the President and CEO holds

The following table sets forth the potential aggregate ownership interest through the holding of equity-based incentives of the Group Leadership Team in office, including the President and CEO, as of December 31, 2018:

 

 

 

 

 

 

 

 

 

 

 

    

 

 

Shares receivable

    

Shares receivable

    

Shares receivable

 

 

 

Shares receivable

 

through performance

 

through performance

 

through restricted

 

 

 

through stock options

 

shares at grant

 

shares at maximum(4)

 

shares

 

Number of equity awards held by the Group Leadership Team(1)

 

 

 

8 294 556

 

16 589 112

 

734 042

 

% of the outstanding shares(2)

 

-

%  

0.15

%  

0.30

%  

0.01

%

% of the total outstanding equity incentives (per instrument)(3)

 

-

%  

11.37

%  

11.37

%  

20.49

%

(1)Includes the 14 members of the Group Leadership Team in office as of December 31, 2018. The number of units held under awards made before June 30, 2016 was adjusted to reflect the impact of the special dividend paid in 2016.

(2)The percentages are calculated in relation to the outstanding number of shares and total voting rights of Nokia as of December 31, 2018, excluding shares held by Nokia Group. No member of the Group Leadership Team owns more than 1% of the outstanding Nokia shares.

(3)The percentages are calculated in relation to the total outstanding equity incentives per instrument. The number of units outstanding under awards made before June 30, 2016 reflects the impact of the special dividend paid in 2016.

(4)At maximum performance, under the performance share plans outstanding as of December 31, 2018, the payout would be 200% and the table reflects this potential maximum payout. The restriction period for the performance share plan 2016 and the performance period for the performance share plan 2017 ended on December 31, 2018 and Nokia’s performance against the performance criteria set out in the plan rules, was above the threshold performance level for both plans. The settlement to the participants under the performance share 2016 plan took place in February 2019 and the settlement for the performance share 2017 plan is expected to take place in the beginning of 2020 after the restriction period ends.

Review of our incentive plans

Each year we monitor the performance of our incentive plans against the targets for the plan, total shareholder return and the impact that the plans have on total compensation compared to market peers.

Target setting

Targets for the short-term incentives are set annually at or before the start of the year, balancing the need to deliver value with the need to motivate and drive performance of the Group Leadership Team. Targets are selected from a minimumset of three times his base salarystrategic metrics that align with driving sustainable value for shareholders and are set in the context market expectations and analyst consensus forecasts. Targets for our long-term incentive plans are set in a similar context. The long-term incentive targets are set at the start of the performance period and locked in for the life of the plan.

Short-term incentives

Short-term incentive targets and achievements were based on a mix of revenue, operating profit and cash flow as well as personal targets. Targets are measured either at a Nokia sharesGroup level or, alternatively, a mix of Nokia Group and business group level for business group presidents. Payout levels for 2018 represent the challenging business environment in orderwhich Nokia has been operating with median payout at 67% of target.

Long-term incentives

We annually review of compensation against key metrics such as total shareholder return and share price to validate the effectiveness of our equity plans.

105


Table of Contents

The 2015 performance share plan vested on January 1, 2018 with 123.75% of the target award vesting based on the achievement against the revenue and earnings per share targets during the performance period (financial years 2015 and 2016).

The 2016 performance share plan vested on January 1, 2019 with 46.25% of the target award vesting based on the achievement against the revenue and earnings per share targets during the performance period (financial years 2016 and 2017).

The 2017 performance share plan will vest on January 1, 2020 with 28.9% of the target award vesting based on the achievement against the revenue and earnings per share targets during the performance period (financial years 2017 and 2018).

Pay for performance

Core to our compensation philosophy is a desire to pay for performance.

Each year we review overall total shareholder return compared to long-term incentive payouts mapping the performance of the plans against the total shareholder return curve.

Picture 7

Looking at the performance of our long-term incentive plans against total shareholder return there is a reasonable alignment with the performance of the plans declining as total shareholder return declines and the trend lines are reasonably aligned.

Following the change in the performance metrics in the 2018 long-term incentive plan to better fit with the needs of the business, the Board continues to actively monitor the performance of our long-term incentive plans to ensure alignment with shareholder interests over the long term. This requirement has been met.that they deliver value for shareholders.

Our peers

In looking for suitable comparators, we have considered ourselves a European technology company and looked at businesses of similar size, global scale and complexity, such as:

ABB

Deutsche Telekom

ASML

Ericsson

Airbus

Infineon

Atos

Kone

BAe Systems

Phillips

BT

SAP

Cap Gemini

Vodafone

106


Table of Contents

Nokia Equity Program

The Nokia equity program includes the following equity instruments:

 

 

 

 

 

Performance shares

UnitsRestricted shares

Value (EUR)Employee share purchase plan

Beneficially owned shares as of December 31, 2017(1)Eligible employees

Grade-based eligibility

1 366 994Grade-based eligibility

5 317 607Employees in participating countries

Vested shares under the 2015 performance share plan delivered on February 14, 2018(2)Purpose

Annual long-term incentive awards, to reward delivery of sustainable long-term performance, align with the interests of shareholders and aid retention of key employees

436 530Limited use for recruitment and retention

1 964 385Encourage share ownership within the Nokia employee population, increasing engagement and sense of ownership in the company

Vesting schedule

From 2019, a three-year performance period based on financials targets. Prior to 2019 two-year performance period based on financial targets and one-year restriction period.

Unvested shares under outstanding Nokia equity plansVest equally in three tranches on the 1(3)st, 2nd and 3rd anniversary of grant

1 032 533

4 015 553Matching shares vest at the end of the 12‑month savings period

TotalPerformance period

Three years

2 836 057Conditions may be applied before grant of the award

n/a

11 294 545

Performance share plan

(1)

The value is based on the closing price of a Nokia share of EUR 3.89 on Nasdaq Helsinki on December 29, 2017.

(2)

The value and number of units represent fair market value of a Nokia share of EUR 4.50 on Nasdaq Helsinki on February 14, 2018 and the net number of shares delivered after the applicable taxes were withheld from the number of shares that vested to the President and CEO.

(3)

The number of units represents the number of unvested awards as of December 31, 2017 including the payout factor of the 2016 performance share plan and excluding the 2015 performance share plan that vested on January 1, 2018. The value is based on the closing price of a Nokia share of EUR 3.89 on Nasdaq Helsinki on December 29, 2017. Vesting is subject to continued employment.

In accordance with previous years’ practice, the primary equity instruments granted to eligible employees are performance shares. The performance shares represent a commitment by Nokia to deliver Nokia shares to employees at a future point in time, subject to our fulfillment of the performance criteria.

Under the 2019 performance share plan, the pay-out will depend on whether the performance criteria have been met by the end of the performance period. The performance criteria are: earnings per share, free cash flow and market share (formerly called revenue relative to market). Market share is measured by comparing Nokia’s revenue in constant currency to our defined primary addressable market. Data on the primary addressable market is obtained externally. The criteria excludes costs related to the acquisition of Alcatel Lucent and related integration, goodwill impairment charges, intangible asset amortization and other purchase price fair value adjustments, restructuring and associated charges and certain other items.

The 2019 performance share plan has a three-year performance period (2019-2021). The number of performance shares to be settled would be determined with reference to the performance targets during the performance period. For non-executive participants, 25% of the performance shares granted in 2019 will settle after the restriction period, regardless of the satisfaction of the applicable performance criteria. In case the applicable performance criteria are not satisfied, employees who are executives at the date of the performance share grant in 2019 will not receive any settlement.

Under the 2019 plan approved by the Board the company has authority to award up to 37 million performance shares during the year which could result in an aggregate maximum settlement of 74 million Nokia shares in the event of maximum performance being achieved.

Until the Nokia shares are delivered, the participants will not have any shareholder rights, such as voting or dividend rights associated with these performance shares.

Restricted share plan

Restricted shares are granted to Nokia's executives and other eligible employees on a more limited basis than performance shares for purposes related to retention and recruitment to ensure Nokia is able to retain and recruit vital talent for the future success of Nokia.

Under the 2019 restricted share plan, the restricted shares are divided into three tranches, each tranche consisting of one third of the restricted shares granted. The first tranche has a one-year restriction period, the second tranche a two-year restriction period, and the third tranche a three-year restriction period.

Under the 2019 plan approved by the Board the company has authority to award up to 2.5 million restricted shares during the year, which could result in a maximum settlement of 2.5 million Nokia shares.

Until the Nokia shares are delivered, the participants will not have any shareholder rights, such as voting or dividend rights, associated with the restricted shares.

Employee share purchase plan

Under our employee share purchase plan 2019 “Share in Success”, eligible employees can elect to make monthly contributions from their salary to purchase Nokia shares. The aggregate maximum amount of contributions that employees can make during the plan cycle commencing in 2019 is approximately EUR 60 million. The contribution per employee cannot exceed EUR 2 100 per year. The share purchases are made at market value on predetermined dates on a quarterly basis during a 12-month savings period. Nokia intends to deliver one matching share for every two purchased shares the employee still holds at the end of the plan cycle. Participation in the plan is voluntary for all employees in countries where the plan is offered. The Employee Share Purchase Plan is planned to be offered to Nokia employees in up to 72 countries for the plan cycle commencing in 2019.

109107


 

Table of Contents

Legacy equity programs

Termination provisions of the President and CEO

Currently the termination provisions for the President and CEO’s service agreement specify alternatives for termination and associated compensation in accordance with the following table:

Termination by

Reason

Notice

Compensation

Nokia

Cause

None

The President and CEO is entitled to no additional compensation and all unvested equity awards would be forfeited.

Nokia

Reasons other than cause

Up to 18 months

The President and CEO is entitled to a severance payment equaling up to 18 months of compensation (including annual base salary, benefits, and target incentive) and unvested equity awards would be forfeited.

President and CEO

Any reason

Six months

The President and CEO may terminate his service agreement at any time with six months’ prior notice. The President and CEO would either continue to receive salary and benefits during the notice period or, at Nokia’s discretion, a lump sum of equivalent value. Additionally, the President and CEO would be entitled to any short- or long-term incentives that would normally vest during the notice period. Any unvested equity awards would be forfeited.

President and CEO

Nokia’s material breach of the service agreement

Up to 18 months

In the event that the President and CEO terminates his service agreement based on a final arbitration award demonstrating Nokia’s material breach of the service agreement, he is entitled to a severance payment equaling up to 18 months of compensation (including annual base salary, benefits and target incentive). Any unvested equity awards would be forfeited.

 

The President and CEO’s service agreement includes special severance provisions in the event of a termination of employment following a change of control event. Such change of control provisions are based on a double trigger structure, which means that both a change of control event and the termination of the President and CEO’s employment within a defined period of time must take place in order for any change of control-based severance payment to become payable. More specifically, if a change of control event has occurred, as defined in the service agreement, and the President and CEO’s service with Nokia is terminated by either Nokia or its successor without cause, or by the President and CEO for “good reason”, in either case within 18 months from such change of control event, the President and CEO would be entitled to a severance payment equaling up to 18 months of compensation (including annual base salary, benefits, and target incentive) and cash payment (or payments) for the pro-rated value of his outstanding unvested equity awards, restricted shares, performance shares and stock options (if any), payable pursuant to the terms of the service agreement. “Good reason” referred to above includes a material reduction of the President and CEO’s compensation and a material reduction of his duties and responsibilities, as defined in the service agreement and as determined by the Board.

The President and CEO is subject to a 12-month non-competition obligation that applies after the termination of the service agreement or the date when he is released from his obligations and responsibilities, whichever occurs earlier.

Group Leadership TeamBoard of Directors

In 2017,2018, the aggregate amount of compensation paid to the members of the Board for their services on the Board and its committees equaled EUR 2 203 000.  

The Annual General Meeting held on May 30, 2018 resolved to elect ten members to the Board. The following members of the Board were re-elected for a term ending at the close of the Annual General Meeting in 2019: Bruce Brown, Jeanette Horan, Louis R. Hughes, Edward Kozel, Elizabeth Nelson, Olivier Piou, Risto Siilasmaa, Carla Smits-Nusteling and Kari Stadigh. Sari Baldauf was elected as a new member of the Board for the same term. For director remuneration resolved by the Annual General Meeting for the current term refer to “Remuneration Policy—Board of Directors” above.

The following table outlines the total annual compensation paid in 2018 to the members of the Board for their services, as resolved by the shareholders. The table does not include the meeting fees as resolved by the Annual General Meeting in 2018 since those fees for the ongoing term will be paid in 2019. For details of Nokia shares held by the members of the Board, refer to “Corporate Governance Statement—Share ownership of the Board of Directors” above.

Annual fee (EUR)

Meeting fees (EUR)

Total remuneration paid (EUR)

Number of Shares

Approximately 40% of the annual fee

Risto Siilasmaa, Board Chair

440 000

-

440 000

34 749

Olivier Piou, Board Vice Chair

185 000

11 000

196 000

14 610

Sari Baldauf

160 000

-

160 000

12 636

Bruce Brown

190 000

24 000

214 000

15 005

Jeanette Horan

175 000

20 000

195 000

13 820

Louis R. Hughes

175 000

24 000

199 000

13 820

Edward Kozel

195 000

22 000

217 000

15 400

Jean C. Monty

-

14 000

14 000

-

Elizabeth Nelson

175 000

17 000

192 000

13 820

Carla Smits-Nusteling

190 000

16 000

206 000

15 005

Kari Stadigh

160 000

10 000

170 000

12 636

Total

2 203 000

161 501

101


Table of Contents

Remuneration governance

We manage our remuneration through clearly defined processes, with well-defined governance principles, ensuring that no individual is involved in the decision-making process related to their own remuneration and that there is appropriate oversight of any compensation decision. Remuneration of the Board is annually presented to shareholders for approval at the Annual General Meeting and the remuneration of the President and CEO is approved by the Board.

The General Meeting of Shareholders

§

Shareholders approve the composition of the Board and the director remuneration based on proposals of the Board’s Corporate Governance and Nomination Committee, which actively considers and evaluates the appropriate level and structure of director remuneration. The composition of the Board and director remuneration are resolved by a majority vote of the shareholders represented at the General Meeting and determined as of the date of the General Meeting, until the close of the next Annual General Meeting.

§

Shareholders authorize the Board to resolve to issue shares, for example, to settle the company’s equity-based incentive plans based on the proposal of the Board.

The Board of Directors

§

Approves, and the independent members of the Board confirm, the compensation of the President and CEO, upon recommendation of the Personnel Committee;

§

Approves, upon recommendation of the Personnel Committee, any long-term incentive compensation and all equity plans, programs or similar arrangements of significance that the company establishes for its employees; and

§

Decides on the issuance of shares (under authorization by shareholders) to fulfill the company’s obligations under equity plans in respect of vested awards to be settled.

The Personnel Committee

The Personnel Committee assists the Board in discharging its responsibilities relating to all compensation, including equity compensation, of the company’s executives and the terms of employment of the executives.

§

In respect of the President and CEO, the Committee is accountable to the Board for:

-

reviewing and recommending to the Board the goals and objectives relevant to compensation;

-

evaluating and presenting to the Board the assessment of performance in light of those goals and objectives; and

-

proposing to the Board the total compensation based on this evaluation.

§

In respect of the other members of the Group Leadership Team (other than the President and CEO) and the direct reports to the President and CEO in Vice President-level positions and above, the Committee:

-

reviews and approves the goals and objectives relevant to the compensation, upon recommendation of the President and CEO;

-

reviews the results of the evaluation of performance in relation to the approved goals and objectives. The Committee approves the incentive compensation based on such evaluation;

-

approves and oversees the total compensation recommendations made by the President and CEO; and

-

reviews and approves compensation proposals made by the President and CEO in the event of termination of employment of a member of the Group Leadership Team.

§

The Committee reviews periodically, and makes recommendations to the Board regarding any equity programs, plans and other long-term incentive compensation arrangements, or similar arrangements of significance that the company establishes for, or makes available to, its employees, the appropriateness of the allocation of benefits under the plans and the extent to which the plans are meeting their intended objectives.

§

The Committee reviews and resolves, at its discretion, any other significant compensation arrangements applicable to the wider executive population in the Nokia Group.

§

The Committee reports to the Board at least annually on its views as to whether the President and CEO is providing the necessary leadership for the company in the long- and short-term.

§

The Committee reviews and discusses with management the compensation philosophy, strategy, principles, and management compensation to be included in our Remuneration Report.

§

The Committee reviews annually the company’s share ownership policy to determine the appropriateness of the policy against its stated objectives.

§

The Committee has the power, in its sole discretion, to retain compensation consultants having special competence to assist the Personnel Committee in evaluating director and executive compensation.

§

The Committee reviews and approves changes to the company’s peer group for the assessment of the competitiveness of our compensation from time to time.

The Committee consults regularly with the President and CEO and the Chief Human Resources Officer though they are not present when their own compensation is reviewed or discussed.

102


Table of Contents

Work of the Personnel Committee

The Personnel Committee convened six times during 2018 with a general theme for each meeting. In addition to meetings in person, the Committee held five meetings in writing.

Picture 2

  2017 achievement review and short-term incentive plan payment approvals including review of the performance of the President and CEO

  Budget approval for the 2018 Nokia equity program and performance review for the 2016 performance share plan

  Review of the Group Leadership Team succession planning

  Share ownership policy compliance review

  Review of the 2017 Remuneration Statement and Report

  Group Leadership Team compensation reviews

  Say on Pay

  Investor Outreach Feedback

  Compensation strategy and philosophy review

  Talent Review

§

  market and legal environment; and

  adviser market practices

  framework for the short-term incentive program for 2019;

  framework for the long-term incentive program for 2019; and

  the Remuneration Statement and Report for 2018

§

January:

  2017 achievement review and short-term incentive plan payment approvals including review of the performance of the President and CEO

  Budget approval for the 2018 Nokia equity program and performance review for the 2016 performance share plan

  Review of the Group Leadership Team succession planning

March:

  Share ownership policy compliance review

  Review of the 2017 Remuneration Statement and Report

  Group Leadership Team compensation reviews

July:

  Review of:

The EU Shareholder Rights Directive II

Shareholder outreach feedback

October:

  Compensation strategy and philosophy review

  Talent overview

  Review of Alcatel Lucent 2014 performance share plan

  Update on:

market and legal environment; and

adviser market practices

November:

  Review of:

framework for the short-term incentive program for 2019;

framework for the long-term incentive program for 2019; and

the Remuneration Statement and Report for 2018

  Risk review

The President and CEO

The President and CEO has an active role in the compensation governance and performance management processes for the Group Leadership Team grew followingand the realignmentwider employee population at Nokia.

The President and CEO is not a member of the businessPersonnel Committee and does not vote at Personnel Committee meetings, nor does he participate in any conversations regarding his own compensation.

Advisors

The Personnel Committee engaged Willis Towers Watson, an independent external consultant, to accelerate deliveryassist in the review and determination of our strategy, bringing a Chief Operating Officer, Chief Technology Officerexecutive compensation and the Presidentprogram design and provide insight into market trends and regulatory developments.

103


Table of the new business group, Global Services onto theContents

Nokia Group Leadership Team. Team remuneration

At the end of 2017,2018, the Group Leadership Team consisted of 1514 persons split between Finland, other European countries and the United States. Changes to the Group Leadership Team as of January 1, 2019 are described in the Corporate Governance Statement above.

Name

Position in 20172018

Appointment date

Rajeev Suri

President and CEO

May 1, 2014

Federico Guillén

President of Fixed Networks

January 8, 2016

Basil Alwan

PresidentCo-president of IP/Optical Networks

January 8, 2016

Bhaskar Gorti

President of Nokia Software

January 8, 2016

Igor Leprince(1)

President of Global Services

April 1, 2017

Marc Rouanne

President of Mobile Networks

January 8, 2016

Samih Elhage(2)

President of Mobile Networks

May 1, 2014

Gregory Lee

President of Nokia Technologies

June 30, 2017

Kristian Pullola

Chief Financial Officer

January 1, 2017

Monika Maurer(3)

Chief Operating Officer

April 1, 2017

Joerg Erlemeier

Chief Operating Officer

December 11, 2017

Hans-Jürgen Bill

Chief Human Resources Officer

January 8, 2016

Kathrin Buvac(1)

Chief Strategy Officer

January 8, 2016

Ashish Chowdhary(2)

Chief Customer Operations Officer

January 8, 2016

Joerg Erlemeier

Chief Operating Officer

December 11, 2017

Barry French

Chief Marketing Officer

January 8, 2016

Maria VarsellonaSanjay Goel

President of Global Services

April 1, 2018

Bhaskar Gorti

President of Nokia Software

January 8, 2016

Federico Guillén

President of Fixed Networks

January 8, 2016

Kristian Pullola

Chief Financial Officer

January 1, 2017

Sri Reddy

Co-president of IP/Optical Networks

May 15, 2018

Maria Varsellona(3)

President of Nokia Technologies and Chief Legal Officer

January 8, 2016

Marcus Weldon

Chief Technology Officer and President of Bell Labs

April 1, 2017

(1)Kathrin Buvac was nominated President of Nokia Enterprise from January 1, 2019, in addition to her existing role as Chief Strategy Officer..

(2)Ashish Chowdhary was a member of the Group Leadership Team until December 31, 2018

(3) Maria Varsellona was nominated President of Nokia Technologies from May 31, 2018, in addition to her existing role as Chief Legal Officer.

The following persons stepped down from the Group Leadership Team during 2018.

(1)

Name

Position in 2018

Appointment date

Leaving date

Gregory Lee

President of Nokia Technologies

June 30, 2017

May 31, 2018

Igor Leprince will step down from the Group Leadership Team as of March 31, 2018. Sanjay Goel was nominated as

President of Global Services and member of the Group Leadership Team from

April 1, 2018.2017

March 31, 2018

Marc Rouanne

President of Mobile Networks

January 8, 2016

November 22, 2018

The remuneration of the members of the Group Leadership Team (excluding the President and CEO) consists of base salary, fringe benefits and short- and long-term incentives and follows the same policy framework as the President and CEO and other eligible employees, except that the quantum differs by role. Short-term incentive plans are based on rewarding the delivery of business performance utilizing certain, or all, of the following metrics as appropriate to the member’s role: revenue, operating profit, free cash flow and defined strategic objectives.

Remuneration on recruitment

Our policy on recruitment is to offer a compensation package which is sufficient to attract, retain and motivate individuals with the right skills for the required role. On occasion, we may offer compensation to buy out awards or other lost compensation which the candidate held prior to joining Nokia, but which lapsed upon the candidate leaving their previous employer. Due consideration is given to the potential value and timing of such awards and will take into account any conditions attached to the awards and the likely performance against such conditions.

Clawback

Our executives are subject to a clawback policy where any restatement of financial results may result in the reclaiming of amounts previously paid which had been based on numbers which have since been materially restated. Any such reclaimed amount, and the period over which payments can be reclaimed, will take into account the circumstances and duration of any misstatement.

Share ownership policy

Members of the Group Leadership Team are required to own two times their base salary in Nokia Shares. They are given five years from joining the Group Leadership Team to meet the requirements of the policy.

Pension arrangements of the Group Leadership Team

The members of the Group Leadership Team participate in the local retirement plans applicable to employees in the country of residence. Executives based in Finland participate in the statutory Finnish pension system, as regulated by the Finnish TyEL.

Executives based outside Finland participate in arrangements relevant to their location. Retirement plans vary by country and include defined benefit, defined contribution and cash balance plans. The retirement age for the members of Group Leadership Team varies between 60 and 65.

Termination provisions

In all cases, if an executive is dismissed for cause, no compensation will be payable and no outstanding equity will vest.

In the event of termination by Nokia for any other reason than cause, where Nokia pays compensation in lieu of notice period salary, the benefits and target short-term incentive amounts are taken into account.

The Board has discretion to implement change of control agreements if there is a period of significant instability in the business to facilitate stable and effective leadership during such a time, for example during a merger. At the end of 2018 there were no change of control agreements in place for the Group Leadership Team members.

110104


 

Table of Contents

(2)

Samih Elhage was a member of the Group Leadership Team until March 31, 2017.

(3)

Monika Maurer was a member of the Group Leadership Team until December 11, 2017.

Remuneration of the Group Leadership Team in 2018

Remuneration of the Group Leadership Team (excluding the President and CEO) in 20172018 and 2016,2017, in the aggregate, was as follows:

 

 

 

 

 

 

 

 

    

2017

    

2016

    

2018

    

2017

 

EURm⁽¹⁾

 

EURm⁽¹⁾

 

EURm⁽¹⁾

 

EURm⁽¹⁾

Salary, short-term incentives and other compensation(2)

 

20.3

 

22.7

 

20.5

 

20.3

Long-term incentives(3)

 

7.0

 

25.5

 

3.6

 

7.0

Total

 

27.3

 

48.2

 

24.1

 

27.3

(1)

(1)   The values represent each member’s time on the Group Leadership Team.

(2)

Short-term incentives represent amounts earned in respect of 2017 performance. Other compensation includes mobility related payments, local benefits and pension costs.

(3)

The 2016 amount represents the value of the 2012 Nokia Networks equity incentive plan or other equity awards vesting or stock options exercised during 2016 and share awards from Alcatel Lucent where appropriate.

In 2017,(2)   Short-term incentives represent amounts earned in respect of 2018 performance. Other compensation includes mobility related payments, local benefits and pension costs.

(3)   The amounts represent the value of equity awards vesting or stock options exercised.

The members of the Group Leadership Team (excluding the President and CEO) purchased a total of 1 088 623 Nokia shares under the CEO) wasco-investment arrangement in May and August 2018. Consequently, these Group Leadership Team members were awarded the following equity awards under the Nokia equity program:program in 2018:

 

 

 

 

 

 

 

 

 

 

 

 

 

Grant date fair

 

 

 

 

Award

 

Units awarded⁽²⁾(1)

 

Grant date fair value (EUR)

 

Grant date

 

Vesting date

Performance sharesAwarded as regular performance share award(1)(2)

 

333 567531 500

 

798 525725 123

 

July 5, 20174, 2018

 

January 1, 20202021

Restricted shares

 

696 835

 

3 548 981

Awarded as matching performance share award under the co-investment arrangement(2)

2 177 246

9 549 131

 

July 5, 20174, 2018 and October 3, 2018

January 1, 2021

Restricted shares(3)

363 700

1 594 825

July 4, 2018

 

October 1, 2018, 2019, 2020 and 20202021

(1)Includes units awarded to persons who were Group Leadership Team members during 2018.

(2)The 2018 performance share plan has a two-year performance period based on financial targets and a one-year restriction period. There is no minimum payout at below threshold performance for executive employees. The maximum payout would be 200% subject to maximum performance against all the performance criteria. Vesting is subject to continued employment.

(3)No restricted shares were issued to the Group Leadership Team members in Europe, the award was made to a U.S. based executive in common with local practice.

(1)

The 2017 performance share plan has a two-year performance period based on financial targets and a one-year restriction period. There is no minimum payout at below threshold performance for executive employees. The maximum payout would be 200% subject to maximum performance against all the performance criteria. Vesting is subject to continued employment.

(2)

Includes units awarded to persons who were Group Leadership Team members during 2017.

 

Unvested equity awards held by the Nokia Group Leadership Team, including the President and CEO

The following table sets forth the potential aggregate ownership interest through the holding of equity-based incentives of the Group Leadership Team in office, including the President and CEO, as of December 31, 2018:

 

 

 

 

 

 

 

 

 

 

 

    

 

 

Shares receivable

    

Shares receivable

    

Shares receivable

 

 

 

Shares receivable

 

through performance

 

through performance

 

through restricted

 

 

 

through stock options

 

shares at grant

 

shares at maximum(4)

 

shares

 

Number of equity awards held by the Group Leadership Team(1)

 

 

 

8 294 556

 

16 589 112

 

734 042

 

% of the outstanding shares(2)

 

-

%  

0.15

%  

0.30

%  

0.01

%

% of the total outstanding equity incentives (per instrument)(3)

 

-

%  

11.37

%  

11.37

%  

20.49

%

(1)Includes the 14 members of the Group Leadership Team in office as of December 31, 2018. The number of units held under awards made before June 30, 2016 was adjusted to reflect the impact of the special dividend paid in 2016.

(2)The percentages are calculated in relation to the outstanding number of shares and total voting rights of Nokia as of December 31, 2018, excluding shares held by Nokia Group. No member of the Group Leadership Team owns more than 1% of the outstanding Nokia shares.

(3)The percentages are calculated in relation to the total outstanding equity incentives per instrument. The number of units outstanding under awards made before June 30, 2016 reflects the impact of the special dividend paid in 2016.

(4)At maximum performance, under the performance share plans outstanding as of December 31, 2018, the payout would be 200% and the table reflects this potential maximum payout. The restriction period for the performance share plan 2016 and the performance period for the performance share plan 2017 ended on December 31, 2018 and Nokia’s performance against the performance criteria set out in the plan rules, was above the threshold performance level for both plans. The settlement to the participants under the performance share 2016 plan took place in February 2019 and the settlement for the performance share 2017 plan is expected to take place in the beginning of 2020 after the restriction period ends.

Review of our incentive plans

Each year we monitor the performance of our incentive plans against the targets for the plan, total shareholder return and the impact that the plans have on total compensation compared to market peers.

Target setting

Targets for the short-term incentives are set annually at or before the start of the year, balancing the need to deliver value with the need to motivate and drive performance of the Group Leadership Team. Targets are selected from a set of strategic metrics that align with driving sustainable value for shareholders and are set in the context market expectations and analyst consensus forecasts. Targets for our long-term incentive plans are set in a similar context. The long-term incentive targets are set at the start of the performance period and locked in for the life of the plan.

Short-term incentives

Short-term incentive targets and achievements for the members of the Group Leadership Team (excluding the President and CEO) were based on a mix of revenue, operating profit and cash flow as well as personal targets. These targetsTargets are measured either at a Nokia Group level or, alternatively, a mix of Nokia Group and business group level for business group presidents. Payout levels for 20172018 represent the challenging business environment in which Nokia has been operating with median payout at 83%67% of target.

Long-term incentives

We have actively introduced a rollingannually review of compensation against key metrics such as total shareholder return and share price to validate the effectiveness of our equity plans.

The 2014 performance share plan vested on January 1, 2017 with 125.72%

105


Table of the target award vesting based on the achievement against the revenue and earnings per share targets during the performance period (financial years 2014 and 2015).Contents

The 2015 performance share plan vested on January 1, 2018 with 123.75% of the target award vesting based on the achievement against the revenue and earnings per share targets during the performance period (financial years 2015 and 2016).

The 2016 performance share plan will vestvested on January 1, 2019 with 46.25% of the target award vesting based on the achievement against the revenue and earnings per share targets during the performance period (financial years 2016 and 2017).

While short-termThe 2017 performance in 2017 was affected by a challenging marketshare plan will vest on January 1, 2020 with 28.9% of the target award vesting based on the achievement against the revenue and the integration of Alcatel Lucent,earnings per share targets during the performance under long-term incentive plans represents the significant turnaround of Nokia from 2013 when it acquired the remainder of Nokia Siemens Networksperiod (financial years 2017 and the continued focus on delivering profit despite challenging market conditions. The performance of the business in 2014, 2015 and 2016 against targets set in the context of analyst forecasts shows fair rewards for a business well positioned for the longer term.2018).

Pay for performance

Core to our compensation philosophy is a desire to pay for performance.

We conduct two tests eachEach year on our long-term incentives:

1.We compare ourselves to a group of peer companies ranking our performance against the peer group based onwe review overall total shareholder return and total compensation paid. Data are only publicly available for our peer group for financial years to December 31, 2016.

2.Overall total shareholder return is compared to long-term incentive payouts mapping the performance of the plans against the total shareholder return curve.

Picture 7

The first test is a snapshot at any given point in time, showing the compensation received in a year compared to peers versus total shareholder return over the three years prior. The second test looks over time at the progress of the long-term incentive plans. While the comparison to a group

111


Table of Contents

of peers shows Nokia with a low performance rank and relatively high pay compared to its peers the comparison of long-term incentive payouts over time aligns well to the total shareholder return performance of the business over a longer time frame. The key driver of much of this is timing with long-term incentives paid sometime after the share price (and total shareholder return) has moved. To highlight this point, in 2019 Nokia would expect to see 46.25% of the 2016 performance share plan award vest to the President and CEO.

Based on the peer group comparison, Nokia was tenth over the three preceding years, as measured by total shareholder return. Whilst the compensation paid out to the President and CEO (as opposed to awarded) was ranked second, reflecting the final payment to him of the Nokia Networks equity incentive plan award granted in 2012 and rewarding the transformation of the Nokia Networks business which has since become the core of Nokia.

Picture 1

However, lookingLooking at the performance of our long-term incentive plans against total shareholder return there is a strongerreasonable alignment with the performance of the plans declining as total shareholder return declines and the trend lines are reasonably aligned.

Picture 2

The Board continues to actively monitorFollowing the performance of its long-term incentive plans to ensure that they deliver value for shareholders. Accordingly, the Board has changedchange in the performance metrics in the 2018 long-term incentive plan to better fit with the needs of the business.business, the Board continues to actively monitor the performance of our long-term incentive plans to ensure that they deliver value for shareholders.

Our Peerspeers

In looking for suitable comparators, we have considered ourselves a European technology company and looked at businesses of similar size, global scale and complexity, such as:

ABB

Deutsche Telekom

ASML

Ericsson

Airbus

Infineon

Atos

Kone

BAe Systems

Phillips

BT

SAP

Cap Gemini

Vodafone

112106


 

Table of Contents

ABB

Infineon

ASML

Kone

BT

Phillips

Deutsche Telekom

Rolls-Royce

Ericsson

SAP

Hexagon

Vodafone

Share ownership

Share ownership of the Board of Directors

As of December 31, 2017, the members of our Board held a total of 4 915 481 shares and ADSs in Nokia which represented approximately 0.09% of our outstanding shares and total voting rights excluding shares held by Nokia Group.Equity Program

The Nokia equity program includes the following table sets forth the number of shares and ADSs held by the members of the Board as of December 31, 2017:equity instruments:

Name(1)

Shares(1)

ADSs(1)

Risto Siilasmaa

1 313 205

 –

Olivier Piou

265 583

 –

Bruce Brown

 –

113 130

Jeanette Horan

12 129

 –

Louis R. Hughes

53 956

 –

Edward Kozel

12 129

20 525

Jean C. Monty

2 778 647

 –

Elizabeth Nelson

 –

59 037

Carla Smits-Nusteling

26 050

 –

Kari Stadigh

261 090

 –

(1)

The number of shares or ADSs includes shares and ADSs received as director compensation as well as shares and ADSs acquired through other means. Stock options or other equity awards that are deemed as being beneficially owned under the applicable SEC rules are not included. For the number of shares or ADSs received as director compensation, refer to Note 35, Related party transactions, of our consolidated financial statements included in this annual report on Form 20‑F.

Share ownership of the Nokia Group Leadership Team

The following table sets forth the share ownership of the President and CEO, and the other members of the Group Leadership Team in office as of December 31, 2017. The share ownership of all members of the Group Leadership Team, including the President and CEO, was 2 569 891 Nokia shares, which represented 0.05% of the outstanding shares and total voting rights excluding shares held by Nokia Group as of December 31, 2017.

 

 

 

 

 

Performance shares

Restricted shares

Beneficially owned shares Employee share purchase plan

NameEligible employees

Grade-based eligibility

Position in 2017Grade-based eligibility

numberEmployees in participating countries

Rajeev SuriPurpose

Annual long-term incentive awards, to reward delivery of sustainable long-term performance, align with the interests of shareholders and aid retention of key employees

PresidentLimited use for recruitment and Chief Executive Officerretention

1 366 994Encourage share ownership within the Nokia employee population, increasing engagement and sense of ownership in the company

Federico GuillénVesting schedule

From 2019, a three-year performance period based on financials targets. Prior to 2019 two-year performance period based on financial targets and one-year restriction period.

PresidentVest equally in three tranches on the 1st, 2nd and 3rd anniversary of Fixed Networksgrant

24 761Matching shares vest at the end of the 12‑month savings period

Basil AlwanPerformance period

Three years

PresidentConditions may be applied before grant of IP/Optical Networksthe award

176 716n/a

Bhaskar Gorti

President of Nokia Software

25 417

Igor Leprince

President of Global Services

50 288

Marc Rouanne

President of Mobile Networks

239 362

Gregory Lee

President of Nokia Technologies

 –

Kristian Pullola

Chief Financial Officer

126 156

Joerg Erlemeier

Chief Operating Officer

5 125

Hans-Jürgen Bill

Chief Human Resources Officer

150 853

Kathrin Buvac

Chief Strategy Officer

38 569

Ashish Chowdhary

Chief Customer Operations Officer

88 481

Barry French

Chief Marketing Officer

108 603

Maria Varsellona

Chief Legal Officer

149 613

Marcus Weldon

Chief Technology Officer and President of Nokia Bell Labs

18 953

Performance share plan

In accordance with previous years’ practice, the primary equity instruments granted to eligible employees are performance shares. The performance shares represent a commitment by Nokia to deliver Nokia shares to employees at a future point in time, subject to our fulfillment of the performance criteria.

Under the 2019 performance share plan, the pay-out will depend on whether the performance criteria have been met by the end of the performance period. The performance criteria are: earnings per share, free cash flow and market share (formerly called revenue relative to market). Market share is measured by comparing Nokia’s revenue in constant currency to our defined primary addressable market. Data on the primary addressable market is obtained externally. The criteria excludes costs related to the acquisition of Alcatel Lucent and related integration, goodwill impairment charges, intangible asset amortization and other purchase price fair value adjustments, restructuring and associated charges and certain other items.

The 2019 performance share plan has a three-year performance period (2019-2021). The number of performance shares to be settled would be determined with reference to the performance targets during the performance period. For non-executive participants, 25% of the performance shares granted in 2019 will settle after the restriction period, regardless of the satisfaction of the applicable performance criteria. In case the applicable performance criteria are not satisfied, employees who are executives at the date of the performance share grant in 2019 will not receive any settlement.

Under the 2019 plan approved by the Board the company has authority to award up to 37 million performance shares during the year which could result in an aggregate maximum settlement of 74 million Nokia shares in the event of maximum performance being achieved.

Until the Nokia shares are delivered, the participants will not have any shareholder rights, such as voting or dividend rights associated with these performance shares.

Restricted share plan

Restricted shares are granted to Nokia's executives and other eligible employees on a more limited basis than performance shares for purposes related to retention and recruitment to ensure Nokia is able to retain and recruit vital talent for the future success of Nokia.

Under the 2019 restricted share plan, the restricted shares are divided into three tranches, each tranche consisting of one third of the restricted shares granted. The first tranche has a one-year restriction period, the second tranche a two-year restriction period, and the third tranche a three-year restriction period.

Under the 2019 plan approved by the Board the company has authority to award up to 2.5 million restricted shares during the year, which could result in a maximum settlement of 2.5 million Nokia shares.

Until the Nokia shares are delivered, the participants will not have any shareholder rights, such as voting or dividend rights, associated with the restricted shares.

Employee share purchase plan

Under our employee share purchase plan 2019 “Share in Success”, eligible employees can elect to make monthly contributions from their salary to purchase Nokia shares. The aggregate maximum amount of contributions that employees can make during the plan cycle commencing in 2019 is approximately EUR 60 million. The contribution per employee cannot exceed EUR 2 100 per year. The share purchases are made at market value on predetermined dates on a quarterly basis during a 12-month savings period. Nokia intends to deliver one matching share for every two purchased shares the employee still holds at the end of the plan cycle. Participation in the plan is voluntary for all employees in countries where the plan is offered. The Employee Share Purchase Plan is planned to be offered to Nokia employees in up to 72 countries for the plan cycle commencing in 2019.

113107


 

Table of Contents

Legacy equity programs

Stock Options

Nokia does not have any stock option ownershipplans and there are no more outstanding stock options under the earlier Nokia stock option plans. 

Alcatel Lucent liquidity agreements

In 2016, Nokia and Alcatel Lucent entered into liquidity agreements with beneficiaries of the 2015 Alcatel Lucent performance share plan. Pursuant to the agreements, the 2015 Alcatel Lucent performance shares (as well as other unvested performance share plans, where the employee elected to enter into a liquidity agreement rather than accelerate their equity), would be exchanged for Nokia Group Leadership Teamshares, or for the cash equivalent of the market value of such Nokia shares, shortly after expiration of the vesting period. The exchange ratio would be aligned with the exchange ratio of Nokia’s exchange offer for all outstanding Alcatel Lucent securities, subject to certain adjustments in the event of financial transactions by either Nokia or Alcatel Lucent.

Authorizations and resolutions of the Board concerning remuneration

Valid authorizations

The following table sets forthAnnual General Meeting held on May 30, 2018 resolved to authorize the aggregate stock option ownershipBoard to resolve to issue a maximum of 550 million shares through one or more issuances of shares or special rights entitling to shares. The authorization may be used to develop the Group Leadership Teamcompany’s capital structure, diversify the shareholder base, finance or carry out acquisitions or other arrangements, to settle the company’s equity-based incentive plans or for other purposes resolved by the Board.

The authorization is effective until November 30, 2019 and the authorization terminated the earlier shareholder authorization for the Board to issue shares and special rights entitling to shares resolved at the Annual General Meeting on May 23, 2017. The authorization did not terminate the authorization granted by the Extraordinary General Meeting held on December 2, 2015 to the Board for the issuance of shares in office asorder to implement the acquisition of DecemberAlcatel Lucent.

Board resolutions

On January 31, 2017.

Category

Number of stock options

Exercise price (EUR)

Expiration date

2012 Q2

40 000

2.08

December 27, 2018

2012 Q3

50 000

1.82

December 27, 2018

2013 Q2

45 000

2.35

December 27, 2019

Unvested2019, the Board approved the Nokia equity awardsprogram for 2019 and the issuance, without consideration, of a maximum of 7.5 million Nokia shares held by the Nokia Group Leadership Teamcompany to settle its commitments to Nokia’s equity plan participants during 2019.

The following table sets forth the potential aggregate ownership interest through the holding of equity-based incentives of the Group Leadership Team in office, including the President and CEO, as of December 31, 2017:

 

 

 

 

 

 

 

 

 

 

 

    

 

    

Shares receivable

    

Shares receivable

    

Shares receivable

 

 

 

Shares receivable

 

through performance

 

through performance

 

through restricted

 

 

 

through stock options 

 

shares at grant

 

shares at maximum(4)

 

shares

 

Number of equity awards held by the Group Leadership Team(1)

 

135 000

 

4 625 484

 

9 250 968

 

1 440 039

 

% of the outstanding shares(2)

 

0.002

%  

0.08

%  

0.16

%  

0.02

%

% of the total outstanding equity incentives (per instrument)(3)

 

30.17

%  

7.64

%  

7.64

%  

25.86

%

 

(1)

Includes the 15 members of the Group Leadership Team in office as of December 31, 2017. The number of units held under awards made before June 30, 2016 was adjusted to reflect the impact of the special dividend paid in 2016.

(2)

The percentages are calculated in relation to the outstanding number of shares and total voting rights of Nokia as of December 31, 2017, excluding shares held by Nokia Group. No member of the Group Leadership Team owns more than 1% of the outstanding Nokia shares.

(3)

The percentages are calculated in relation to the total outstanding equity incentives per instrument. The number of units outstanding under awards made before June 30, 2016 reflects the impact of the special dividend paid in 2016.

(4)

At maximum performance, under the performance share plans outstanding as of December 31, 2017, the payout would be 200% and the table reflects this potential maximum payout. The restriction period for the performance share plan 2015 and the performance period for the performance share plan 2016 ended on December 31, 2017 and Nokia’s performance against the performance criteria set out in the plan rules, was above the threshold performance level for both plans. The settlement to the participants under the performance share 2015 plan took place in February 2018 and the settlement for the performance share 2016 plan is expected to take place in the beginning of 2019 after the restriction period ends.

114108


 

Table of Contents

Index

General facts on Nokia

Contents

 

 

 

 

Our history 

116110

Memorandum and Articles of Association 

117111

Selected financial data 

118113

Shares and shareholders 

120114

Depositary payments in 2017Shareholders 

126116

Related party transactionsAmerican Depositary Shares 

127117

Production of infrastructure equipment and products 

127

Key ratios

128118

Controls and procedures 

128119

Government regulation 

129120

Sales in United States-sanctioned countries 

129120

Taxation 

130121

 

 

115109


 

Table of Contents

General facts on Nokia

Our history

Few companies have Nokia’s storied capacity for transforming, developing new technologies and adapting to shifts in market conditions. From its beginning in 1865 as a single paper mill operation, Nokia has found and nurtured success in several sectors over the years, including cable, paper products, rubber boots and tires, mobile devices and telecommunications infrastructure equipment.

Nokia’s sector-by-sector success over the years has mirrored its geographical rise: from a Finnish-focused company until the 1980s with a growing Nordic and European presence; to a genuine European company in the early 1990s; and on to a truly global company from the mid-1990s onward. With our recent acquisitions of Alcatel Lucent, Gainspeed, Withings, Deepfield, and Comptel, we can deliver today a near 100% end-to-end portfolio of networks products and services on a global scale.

Nokia has been producing telecommunications equipment since the 1880s—1880s - almost since telephony began.

A storied past

When Finnish engineer Fredrik Idestam set up his initial wood pulp mill in Southern Finland in 1865, he took the first step in laying the foundation of Nokia’s capacity for innovating and finding opportunity. Sensing growing pulp product demand, Idestam opened a second mill a short time later on the Nokianvirta River, inspiring him to name his company Nokia AB.

Idestam’s sense of endeavor would continue to prevail in the different phases Nokia would take.

In the 1960s, Nokia became a conglomerate, comprised of rubber, cable, forestry, electronics and power generation businesses, resulting from the merger of Idestam’s Nokia AB, and Finnish Cable Works Ltd, a phone and power cable producer founded in 1912, and other businesses.

Transformation anew

It was not long before transformation would occur again.

Deregulation of the European telecommunications industries in the 1980s triggered new thinking and fresh business models.

In 1982, Nokia introduced both the first fully-digital local telephone exchange in Europe and the world’s first car phone for the Nordic Mobile Telephone analog standard. The breakthrough of GSM (global system for mobile communications) in the 1980s introduced more efficient use of radio frequencies and higher-quality sound. The first GSM call was made with a Nokia phone over the Nokia-built network of a Finnish operator called Radiolinja in 1991.

It was around this time that Nokia made the strategic decision to make telecommunications and mobile phones our core business. Our other businesses, including aluminum, cable, chemicals, paper, rubber, power plant, and television businesses were subsequently divested.

By 1998, Nokia was the world leader in mobile phones, a position it enjoyed for more than a decade.

And still, the business and technology worlds would continue to evolve, as would Nokia.

A shifting industry

In 2007, Nokia combined its telecoms infrastructure operations with those of Siemens to create the NSN joint venture. We later bought Siemens’ stake in NSN in 2013 as the business was emerging from a successful strategy shift and the reality of what Nokia calls a Programmable World of connected devices, sensors and people was starting to take shape.

In 2011, we joined with Microsoft to strengthen our position in the highly competitive smartphone market, which in 2014 resulted in the closing of the Salesale of the D&S Business.Devices & Services business. Nokia emerged from the transaction with a firm financial footing and three strong businesses—businesses - Nokia Networks, HERE and Nokia Technologies—Technologies - focused on connecting the things and people of the Programmable World.

Nokia’s transformation was not complete. Our former HERE digital mapping and location services business, an arena we entered in 2006, had been a key pillar of Nokia’s operational performance. However, following a strategic review of the business by the Board in light of plans to acquire Alcatel Lucent, Nokia decided to sell its HERE Business.Business in 2015.

Acquisition of Alcatel Lucent and beyond

The acquisition of Alcatel Lucent, completed in 2016, positions Nokia as an innovation leader in next-generation technology and services.

Our reputation as an innovation powerhouse has been bolstered by the addition of Bell Labs, now known as Nokia Bell Labs. It joins a future-focused business backed by tens of thousands of engineers and thousands of patent families, a reflection of Nokia’s innovation pedigree which has produced a huge array of benefits for consumers, business, and society as a whole.

The acquisition helps us shape the connectivity and digitization revolution before us—us - the Programmable World—World - in which billions of people, devices, and sensors are connected in a way that opens up a world of possibilities. These can make our planet safer, cleaner, healthier, more sustainable, more efficient and more productive.

Nokia’s long history is marked by change and reinvention. We have always been excited by where technology will lead us as we seek to enable the human possibilities of a connected world. We will continue to innovate, reimagining how technology works for us discreetly while blending into, and enriching, our daily lives.

116110


 

Table of Contents

Memorandum and Articles of Association

Registration

Nokia is organized under the laws of the Republic of Finland and registered under the business identity code 0112038‑9. Under its current Articles of Association, Nokia’s corporate purpose is to research, develop, manufacture, market, sell and deliver products, software and services in a wide range of consumer and business-to-business markets. These products, software and services relate to, among others, network infrastructure for telecommunication operators and other enterprises, the IoT, human health and well-being, multimedia, big data and analytics, mobile devices and consumer wearables and other electronics. The company may also create, acquire and license intellectual property and software as well as engage in other industrial and commercial operations, including securities trading and other investment activities. The company may carry on its business operations directly, through subsidiary companies, affiliate companies and joint ventures.

Director’s voting powers

Under Finnish law, resolutions of the Board shall be made by a majority vote. A director shall refrain from taking any part in the consideration of an agreement between the director and the company or third party, or any other issue that may provide any material benefit to him or her, which may be contradictory to the interests of the company. Under Finnish law, there is no age limit requirement for directors, and there are no requirements under Finnish law that a director must own a minimum number of shares in order to qualify to act as a director. However, in accordance with the current company policy, approximately 40% of the annual fee payable to the Board members is paid in Nokia shares purchased from the market or alternatively by using treasury shares held by Nokia, and the directors shall retain until the end of their directorship such number of shares that corresponds to the number of shares they have received as Board remuneration during their first three years of service (the net amount received after deducting those shares used for offsetting any costs relating to the acquisition of the shares, including taxes).

Share rights, preferences and restrictions

Each share confers the right to one vote at general meetings. According to Finnish law, a company generally must hold an Annual General Meeting called by the Board within six months from the end of the fiscal year. Additionally, the Board is obliged to call an Extraordinary General Meeting, whenever such meeting is deemed necessary, or at the request of the auditor or shareholders representing a minimum of one-tenth of all outstanding shares. Under our Articles of Association, the Board is elected at least annually at the Annual General Meeting of the shareholders for a term ending at the end of the next Annual General Meeting.

Under Finnish law, shareholders may attend and vote at general meetings in person or by proxy. It is not customary in Finland for a company to issue forms of proxy to its shareholders. Accordingly, Nokia does not do so. However, registered holders and beneficial owners of ADSs are issued forms of proxy by the Depositary.

To attend and vote at a general meeting, a shareholder must be registered in the register of shareholders in the Finnish book-entry system on or prior to the record date set forth in the notice of the general meeting. A registered holder or a beneficial owner of the ADSs, like other beneficial owners whose shares are registered in the company’s register of shareholders in the name of a nominee, may vote with their shares provided that they arrange to have their name entered in the temporary register of shareholders for the general meeting.

The record date is the eighth business day preceding the meeting. To be entered in the temporary register of shareholders for the general meeting, a holder of ADSs must provide the Depositary, or have his broker or other custodian provide the Depositary, on or before the voting deadline, as defined in the proxy material issued by the Depositary, a proxy with the following information: the name, address, and social security number or another corresponding personal identification number of the holder of the ADSs, the number of shares to be voted by the holder of the ADSs and the voting instructions. The register of shareholders as of the record date of each general meeting is public until the end of the respective meeting. Other nominee registered shareholders can attend and vote at the general meetings by instructing their broker or other custodian to register the shareholder in Nokia’s temporary register of shareholders and give the voting instructions in accordance with the broker’s or custodian’s instructions.

By completing and returning the form of proxy provided by the Depositary, a holder of ADSs also authorizes the Depositary to give notice to us, required by our Articles of Association, of the holder’s intention to attend the general meeting.

Each of our shares confers equal rights to share in the distribution of the company’s funds. For a description of dividend rights attaching to our shares, refer to “—Shares and shareholders”. Dividend entitlement lapses after three years if a dividend remains unclaimed for that period, in which case the unclaimed dividend will be retained by Nokia.

Under Finnish law, the rights of shareholders are related to the shares as set forth in law and our Articles of Association. Neither Finnish law nor our Articles of Association sets limitations on the rights to own Nokia securities, including the rights of foreign shareholders to hold or exercise voting rights in the said securities. Amendment of the Articles of Association requires a decision of the general meeting, supported by two-thirds of the votes cast and two-thirds of the shares represented at the meeting.

Disclosure of shareholder ownership or voting power

According to the Finnish Securities Market Act, which entered into effect on January 1, 2013, a shareholder shall disclose their ownership or voting power to the company and the Finnish Financial Supervisory Authority when the ownership or voting power reaches, exceeds or falls below 5, 10, 15, 20, 25, 30, 50 or 90% of all the shares or the voting rights outstanding. The term “ownership” includes ownership by the shareholder, as well as selected related parties, and calculating the ownership or voting power covers agreements or other arrangements, which when concluded would cause the proportion of voting rights or number of shares to reach, exceed or fall below the aforementioned limits. Upon receiving such notice, the company shall disclose it by a stock exchange release without undue delay.

111


Table of Contents

Purchase obligation

Our Articles of Association require a shareholder that holds one-third or one-half of all of our shares to purchase the shares of all other shareholders that so request, at a price generally based on the historical weighted average trading price of the shares.request. A shareholder who becomes subject to the purchase obligation is also obligated to purchase any subscription rights, stock options or convertible bonds issued by the company if so requested by the holder. The purchase price of the shares under our Articles of Association is the higher of: (a) the weighted average trading price of the shares on Nasdaq Helsinki during the ten business days prior to the day on which we have been notified by the purchaser that its holding has reached or exceeded the threshold referred to above or, in the absence of such notification or its failure to arrive within the specified

117


Table of Contents

period, the day on which our Board otherwise becomes aware of this; or (b) the average price, weighted by the number of shares, which the purchaser has paid for the shares it has acquired during the last 12 months preceding the date referred to in (a).

Under the Finnish Securities Market Act, a shareholder whose voting power exceeds 30% or 50% of the total voting rights in a company shall, within one month, offer to purchase the remaining shares of the company, as well as any other rights entitling to the shares issued by the company, such as subscription rights, convertible bonds or stock options issued by the company. The purchase price shall be the market price of the securities in question. TheSubject to certain exceptions, the market price is determined on the basis of the highest price paid for the security during the preceding six months by the shareholder or any party in close connection to the shareholder. This price can be deviated from for a specific reason. IfSubject to certain exceptions, if the shareholder or any related party has not during the six months preceding the offer acquired any securities that are the target for the offer, the market price is determined based on the average of the prices paid for the security in public trading during the preceding three months weighted by the volume of trade. This price can be deviated from for a specific reason.

Under the Finnish Companies Act, a shareholder whose holding exceeds nine-tenths of the total number of shares or voting rights in Nokia has both the right and, upon a request from the minority shareholders, the obligation to purchase all the shares of the minority shareholders for the then current market price. The market price is determined, among other things, on the basis of the recent market price of the shares. The purchase procedure under the Finnish Companies Act differs, and the purchase price may differ, from the purchase procedure and price under the Finnish Securities Market Act, as discussed above. However, if the threshold of nine-tenths has been exceeded through either a mandatory or a voluntary public offer pursuant to the Finnish Securities Market Act, the market price under the Finnish Companies Act is deemed to be the price offered in the public offer, unless there are specific reasons to deviate from it.

Pre-emptive rights

In connection with any offering of shares, the existing shareholders have a pre-emptive right to subscribe for shares offered in proportion to the amount of shares in their possession. However, a general meeting of shareholders may vote, by a majority of two-thirds of the votes cast and two-thirds of the shares represented at the meeting, to waive this pre-emptive right provided that, from the company’s perspective, weighty financial grounds exist.

Under the Finnish Act on the Monitoring of Foreign Corporate Acquisitions (2012/172 as amended), a notification to the Ministry of EmploymentEconomic Affairs and the EconomyEmployment is required for a non-resident of Finland, directly or indirectly, when acquiring one-tenth or more of the voting power or corresponding factual influence in a company. The Ministry of EmploymentEconomic Affairs and the EconomyEmployment has to confirm the acquisition unless the acquisition would jeopardize important national interests, in which case the matter is referred to the Council of State. If the company in question is operating in the defense sector, an approval by the Ministry of EmploymentEconomic Affairs and the EconomyEmployment is required before the acquisition is made. These requirements are not applicable if, for instance, the voting power is acquired in a share issue that is proportional to the holder’s ownership of the shares. Moreover, the requirements do not apply to residents of countries in the European Economic Area or EFTA countries.

Selected financial data

Five-year consolidated financial information

The financial data set forth below as of and for the years ended December 31, 2017 and 2016 and for each of the three years ended December 31, 2017, 2016 and 2015 has been derived from our audited consolidated financial statements included in this annual report on Form 20‑F.

The financial data as of December 31, 2017 and 2016 and for each of the three years ended December 31, 2017, 2016 and 2015 should be read in conjunction with, and are qualified in their entirety by reference to, our audited consolidated financial statements.

We acquired Alcatel Lucent in January 2016; consequently the acquisition is reflected in the financial data presented as of and for the years ended December 31, 2017 and 2016 only. Refer to Note 5, Acquisitions, of our consolidated financial statements included in this annual report on Form 20‑F. For information on material trends affecting our business and results of operations, refer to “Operating and financial review and prospects—Principal industry trends affecting operations” above.

118112


 

Table of Contents

The auditedSelected financial data

Five-year consolidated financial statements from which theinformation

The selected consolidated financial data set forth below haveas of and for each of the years in the five-year period ended December 31, 2018 has been derived werefrom, and should be read in conjunction with, our consolidated financial statements prepared in accordance with IFRS. ForThe consolidated financial statements as of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016 are included in this annual report on Form 20-F.

In 2018 the Group applied IFRS 9, Financial Instruments, and IFRS 15, Contracts with Customers, for the first time. As the new standards were not adopted retrospectively, the financial information on our critical accounting policies referfor the comparative periods has not been restated for the effects of the new standards. Refer to Note 3, Use of estimatesNew and critical accounting judgments, of ouramended standards and interpretations, in the consolidated financial statements included in this annual report on Form 20‑F.20-F. In January 2016, the Group acquired Alcatel Lucent; consequently the acquisition is reflected in the selected financial data presented as of and for the years ended December 31, 2018, 2017 and 2016 only.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

2017

    

2017

    

2016

    

2015

    

2014

    

2013

 

2018

 

2018

 

2017

 

2016

 

2015

 

2014

For the year ended December 31

 

USDm(1)

 

EURm

 

USDm(1)

 

EURm

 

 

 

 

 

 

 

 

 

 

 

 

From the consolidated income statement(2)

 

  

 

  

 

  

 

  

 

  

 

  

From the consolidated income statement

 

  

 

  

 

  

 

  

 

  

 

  

Net sales

 

26 378

 

23 147

 

23 641

 

12 560

 

11 762

 

11 795

 

26 647

 

22 563

 

23 147

 

23 641

 

12 560

 

11 762

Operating profit/(loss)

 

18

 

16

 

(1 100)

 

1 697

 

1 414

 

672

Operating (loss)/profit

 

(70)

 

(59)

 

16

 

(1 100)

 

1 697

 

1 414

(Loss)/profit before tax

 

(581)

 

(510)

 

(1 369)

 

1 540

 

999

 

399

 

(425)

 

(360)

 

(510)

 

(1 369)

 

1 540

 

999

(Loss)/profit for the year from Continuing operations

 

(1 638)

 

(1 437)

 

(912)

 

1 194

 

2 718

 

128

 

(648)

 

(549)

 

(1 437)

 

(912)

 

1 194

 

2 718

(Loss)/profit for the year from Discontinued operations

 

(24)

 

(21)

 

(15)

 

1 274

 

758

 

(867)

Profit/(loss) for the year from Discontinued operations

 

253

 

214

 

(21)

 

(15)

 

1 274

 

758

(Loss)/profit for the year

 

(1 662)

 

(1 458)

 

(927)

 

2 468

 

3 476

 

(739)

 

(396)

 

(335)

 

(1 458)

 

(927)

 

2 468

 

3 476

(Loss)/profit from Continuing operations attributable to equity holders of the parent

 

(1 679)

 

(1 473)

 

(751)

 

1 192

 

2 710

 

273

 

(654)

 

(554)

 

(1 473)

 

(751)

 

1 192

 

2 710

(Loss)/profit attributable to equity holders of the parent

 

(1 703)

 

(1 494)

 

(766)

 

2 466

 

3 462

 

(615)

 

(402)

 

(340)

 

(1 494)

 

(766)

 

2 466

 

3 462

Earnings per share (for profit/(loss) attributable to equity holders of the parent)

 

 

 

  

 

  

 

  

 

  

 

  

Earnings per share attributable to equity holders of the parent

 

 

 

  

 

  

 

  

 

  

 

  

Basic earnings per share, EUR

 

 

 

  

 

  

 

  

 

  

 

  

 

 

 

  

 

  

 

  

 

  

 

  

From Continuing operations

 

(0.30)

 

(0.26)

 

(0.13)

 

0.32

 

0.73

 

0.07

From the (loss)/profit for the year

 

(0.30)

 

(0.26)

 

(0.13)

 

0.67

 

0.94

 

(0.17)

Continuing operations

 

(0.12)

 

(0.10)

 

(0.26)

 

(0.13)

 

0.32

 

0.73

(Loss)/profit for the year

 

(0.07)

 

(0.06)

 

(0.26)

 

(0.13)

 

0.67

 

0.94

Diluted earnings per share, EUR

 

 

 

  

 

  

 

  

 

  

 

  

 

 

 

  

 

  

 

  

 

  

 

  

From Continuing operations

 

(0.30)

 

(0.26)

 

(0.13)

 

0.31

 

0.67

 

0.07

From the (loss)/profit for the year

 

(0.30)

 

(0.26)

 

(0.13)

 

0.63

 

0.85

 

(0.17)

Continuing operations

 

(0.12)

 

(0.10)

 

(0.26)

 

(0.13)

 

0.31

 

0.67

(Loss)/profit for the year

 

(0.07)

 

(0.06)

 

(0.26)

 

(0.13)

 

0.63

 

0.85

Cash dividends per share, EUR(2)

 

0.22

 

0.19

 

0.17

 

0.26

 

0.14

 

0.37

 

0.24

 

0.20

 

0.19

 

0.17

 

0.26

 

0.14

Average number of shares (millions of shares)

 

 

 

  

 

  

 

  

 

  

 

  

 

 

 

  

 

  

 

  

 

  

 

  

Basic

 

5 652

 

5 652

 

5 732

 

3 671

 

3 699

 

3 712

 

5 588

 

5 588

 

5 652

 

5 732

 

3 671

 

3 699

Diluted

 

 

 

  

 

  

 

  

 

  

 

  

 

 

 

  

 

  

 

  

 

  

 

  

Continuing operations

 

5 652

 

5 652

 

5 741

 

3 949

 

4 132

 

3 733

 

5 588

 

5 588

 

5 652

 

5 741

 

3 949

 

4 132

Group

 

5 652

 

5 652

 

5 741

 

3 949

 

4 132

 

3 712

(Loss)/profit for the year

 

5 588

 

5 588

 

5 652

 

5 741

 

3 949

 

4 132

(1)In 2018, average rate of USD per EUR 1.1810 has been used to translate the consolidated income statement items.

(2)Planned maximum annual distribution for 2018 is EUR 0.20 per share to be paid quarterly subject to shareholders’ and the Board of Directors’ approval.

 

(1)

In 2017, average rate of USD per EUR 1.1396 has been used to translate the consolidated income statement items.

(2)

The Board proposes a cash dividend of EUR 0.19 per share for 2017, subject to shareholders’ approval at the Annual General Meeting convening on May 30, 2018.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

2017

    

2017

    

2016

    

2015

    

2014

    

2013

  

2018

 

2018

 

2017

  

2016

  

2015

  

2014

For the year ended December 31

 

USDm(1)

 

EURm

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31

 

USDm(1)

 

EURm

From the consolidated statement of financial position

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Non-current assets

 

25 439

 

21 160

 

24 182

 

5 102

 

7 339

 

6 048

Cash and other liquid assets(2)

 

9 954

 

8 280

 

9 326

 

9 849

 

7 715

 

8 971

Non-current assets(2)

 

24 327

 

21 246

 

21 160

 

24 182

 

5 102

 

7 339

Total cash and current financial investments(2)(3)

 

7 870

 

6 873

 

8 280

 

9 326

 

9 849

 

7 715

Other current assets

 

13 899

 

11 561

 

11 349

 

5 975

 

6 009

 

4 825

 

13 045

 

11 393

 

11 561

 

11 349

 

5 975

 

6 009

Assets held for sale and assets of disposal groups classified as held for sale

 

28

 

23

 

44

 

 –

 

 –

 

5 347

Assets held for sale

 

 6

 

 5

 

23

 

44

 

 –

 

 –

Total assets

 

49 319

 

41 024

 

44 901

 

20 926

 

21 063

 

25 191

 

45 247

 

39 517

 

41 024

 

44 901

 

20 926

 

21 063

Capital and reserves attributable to equity holders of the parent

 

19 401

 

16 138

 

20 094

 

10 503

 

8 611

 

6 468

 

17 506

 

15 289

 

16 138

 

20 094

 

10 503

 

8 611

Non-controlling interests

 

96

 

80

 

881

 

21

 

58

 

192

 

94

 

82

 

80

 

881

 

21

 

58

Long-term interest-bearing liabilities

 

4 156

 

3 457

 

3 657

 

2 023

 

2 576

 

3 286

 

3 238

 

2 828

 

3 457

 

3 657

 

2 023

 

2 576

Other non-current liabilities

 

10 345

 

8 605

 

7 664

 

1 988

 

2 530

 

1 067

 

8 260

 

7 214

 

8 605

 

7 664

 

1 988

 

2 530

Current borrowings

 

371

 

309

 

370

 

51

 

116

 

3 376

Short-term interest-bearing liabilities

 

1 138

 

994

 

309

 

370

 

51

 

116

Other current liabilities

 

14 949

 

12 435

 

12 235

 

6 340

 

7 172

 

6 074

 

15 011

 

13 110

 

12 435

 

12 235

 

6 340

 

7 172

Liabilities of disposal groups classified as held for sale

 

 –

 

 –

 

 –

 

 –

 

 –

 

4 728

Total shareholders’ equity and liabilities

 

49 319

 

41 024

 

44 901

 

20 926

 

21 063

 

25 191

 

45 247

 

39 517

 

41 024

 

44 901

 

20 926

 

21 063

Net cash(3)

 

5 427

 

4 514

 

5 299

 

7 775

 

5 023

 

2 309

Net cash and current financial investments(2)(4)

 

3 493

 

3 051

 

4 514

 

5 299

 

7 775

 

5 023

Share capital

 

296

 

246

 

246

 

246

 

246

 

246

 

282

 

246

 

246

 

246

 

246

 

246

(1)In 2018, end of period rate of USD per EUR 1.1450 has been used to translate the consolidated statement of financial position items.

(1)

In 2017, end of period rate of USD per EUR 1.2022 has been used to translate the consolidated statement of financial position items.

(2)

Cash and other liquid assets consist of the following line items from our consolidated statement of financial position: cash and cash equivalents, available-for-sale investments, liquid assets and investments at fair value through profit and loss, liquid assets. Net interest-bearing liabilities consist of borrowings due within one year and long-term interest-bearing liabilities, less cash and other liquid assets.

(3)

Total cash and other liquid assets less long-term interest-bearing liabilities (including the current portion thereof) less short-term borrowings.

(2)Related to the adoption of IFRS 9, Financial Instruments on January 1, 2018, financial instruments previously presented within “Available for sale investments" are now presented within "Non-current financial investments", and financial instruments previously presented within "Available for sale investments, liquid assets" and “Investments at fair value though profit and loss, liquid assets” are now presented within "Current financial investments". Despite the changes in the presentation of comparatives, IFRS 9 has not been adopted retrospectively.

(3)Total cash and current financial investments consist of the following line items from our consolidated statement of financial position: cash and cash equivalents and current financial investments.

(4)Net cash and current financial investments equal total cash and current financial investments less long-term and short-term interest-bearing liabilities.

119113


 

Table of Contents

Exchange rate data

Our business and results of operations are, from time to time, affected by changes in exchange rates, particularly between the euro, our reporting currency, and other currencies such as the U.S. dollar, the Chinese yuan, the Japanese yen and the Korean won. The following table sets forth information concerning the noon buying rate for the years 2013 to 2017 and for each of the months in the six-month period ended February 28, 2018, expressed in U.S. dollars per euro. The average rate for a year means the average of the exchange rates on the last day of each month during a year. The average rate for a month means the average of the daily exchange rates during that month.

 

 

 

 

 

 

 

 

 

 

    

End of period rate

    

Average rate

    

Highest rate

    

Lowest rate

For the year ended December 31 (unless otherwise specified)

    

(USD per EUR)

2013

 

1.3779

 

1.3303

 

1.3816

 

1.2774

2014

 

1.2101

 

1.3210

 

1.3927

 

1.2101

2015

 

1.0859

 

1.1032

 

1.2015

 

1.0524

2016

 

1.0552

 

1.1029

 

1.1516

 

1.0375

2017

 

1.2022

 

1.1396

 

1.2041

 

1.0416

September 30, 2017

 

1.1813

 

1.1913

 

1.2041

 

1.1747

October 31, 2017

 

1.1648

 

1.1755

 

1.1847

 

1.1580

November 30, 2017

 

1.1898

 

1.1743

 

1.1936

 

1.1577

December 30, 2017

 

1.2022

 

1.1836

 

1.2022

 

1.1725

January 31, 2018

 

1.2428

 

1.2197

 

1.2488

 

1.1922

February 28, 2018

 

1.2211

 

1.2340

 

1.2482

 

1.2211

March 1, 2018 to March 9, 2018

 

1.2326

 

1.2330

 

1.2415

 

1.2216

On March 9, 2018, the noon buying rate was USD 1.2326 per EUR 1.00.

Shares and shareholders

Shares and share capital

Nokia has one class of shares. Each Nokia share entitles the holder to one vote at General Meetings of Nokia.

As of December 31, 2017,2018, the share capital of Nokia Corporation equaled EUR 245 896 461.96 and the total number of shares issued was 5 839 404 303.635 945 159. As of December 31, 2017,2018, the total number of shares included 259 887 59742 782 966 shares owned by Group companies representing approximately 4.5%0.8% of the total number of shares and the total voting rights.

Nokia does not have minimum or maximum share capital or a par value of a share.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31

    

2017

    

2016

    

2015

    

2014

    

2013

 

2018

 

2017

 

2016

 

2015

 

2014

Share capital, EURm

 

246

 

246

 

246

 

246

 

246

 

246

 

246

 

246

 

246

 

246

Shares, (000s)

 

5 839 404

 

5 836 055

 

3 992 864

 

3 745 044

 

3 744 994

 

5 635 945

 

5 839 404

 

5 836 055

 

3 992 864

 

3 745 044

Shares owned by the Group, (000s)

 

259 887

 

115 552

 

53 669

 

96 901

 

32 568

 

42 783

 

259 887

 

115 552

 

53 669

 

96 901

Number of shares excluding shares owned by the Group, (000s)

 

5 579 517

 

5 720 503

 

3 939 195

 

3 648 143

 

3 712 427

 

5 593 162

 

5 579 517

 

5 720 503

 

3 939 195

 

3 648 143

Average number of shares excluding shares owned by the Group during the year, (000s), basic(1)

 

5 651 814

 

5 732 371

 

3 670 934

 

3 698 723

 

3 712 079

 

5 588 020

 

5 651 814

 

5 732 371

 

3 670 934

 

3 698 723

Average number of shares excluding shares owned by the Group during the year, (000s), diluted(1)

 

5 651 814

 

5 741 117

 

3 949 312

 

4 131 602

 

3 712 079

 

5 588 020

 

5 651 814

 

5 741 117

 

3 949 312

 

4 131 602

Number of registered shareholders(1)(2)

 

247 717

 

237 700

 

209 509

 

216 830

 

225 587

 

243 409

 

247 717

 

237 700

 

209 509

 

216 830

(1)Used in calculation of earnings per share for profit or loss for the year attributable to equity holders of the parent.

(2)Each account operator is included in the figure as only one registered shareholder.

 

(1)

Each account operator is included in the figure as only one registered shareholder.

Key ratios

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, Continuing operations

    

2017

    

2016

    

2015

    

2014

    

2013

For the year ended December 31, Continuing operations

  

2018

   

2017

   

2016

   

2015

   

2014

Earnings per share for (loss)/profit attributable

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

to equity holders of the parent

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share, basic, EUR

 

(0.26)

 

(0.13)

 

0.32

 

0.73

 

0.07

 

(0.10)

 

(0.26)

 

(0.13)

 

0.32

 

0.73

Earnings per share, diluted, EUR

 

(0.26)

 

(0.13)

 

0.31

 

0.67

 

0.07

 

(0.10)

 

(0.26)

 

(0.13)

 

0.31

 

0.67

P/E ratio, basic(1)

 

neg.

 

neg.

 

20.63

 

8.99

 

83.14

 

neg.

 

neg.

 

neg.

 

20.63

 

8.99

Dividend per share, EUR(2)

 

0.19

 

0.17

 

0.26

 

0.14

 

0.37

 

0.20

 

0.19

 

0.17

 

0.26

 

0.14

Total dividends paid, EURm(2)(3)

 

1 060

 

963

 

1 501

 

511

 

1 374

 

1 119

 

1 063

 

963

 

1 501

 

511

Payout ratio, basic(2)

 

neg.

 

neg.

 

0.81

 

0.19

 

5.29

 

neg.

 

neg.

 

neg.

 

0.81

 

0.19

Dividend yield, %(2)

 

4.88

 

3.70

 

3.94

 

2.13

 

6.36

Dividend yield, %(1)(2)

 

3.98

 

4.88

 

3.70

 

3.94

 

2.13

As of December 31

 

2018

    

2017

    

2016

    

2015

    

2014

Shareholders’ equity per share, EUR(4)

 

2.89

 

3.51

 

2.67

 

2.36

 

1.74

 

2.73

 

2.89

 

3.51

 

2.67

 

2.36

Market capitalization, EURm(4)

 

21 704

 

26 257

 

25 999

 

23 932

 

21 606

Market capitalization, EURm(1)(4)

 

28 134

 

21 704

 

26 257

 

25 999

 

23 932

(1)Based on Nokia closing share price at year-end.

(1)

Based on Nokia closing share price at year-end.

(2)

The Board proposes a cash dividend of EUR 0.19 per share for 2017, subject to shareholders’ approval at the Annual General Meeting convening on May 30, 2018.

(3)

For 2017,

(2)Planned maximum annual distribution for 2018 is EUR 0.20 per share to be paid quarterly subject to shareholders’ and the Board of Directors’ approval.

(3)For 2018, the figure represents the maximum amount to be distributed as dividends, based on the number of shares as of December 31, 2017, excluding the number of shares owned by the Group companies. Comparative figures represent the total actual amounts paid.

(4)

Excludes shares owned by Group companies.

120


Table of Contents

Reductions of share capital and number of shares as of December 31, 2018, excluding the number of shares owned by the Group companies. Comparative figures represent the total actual amounts paid.

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

 

    

Amount

    

Amount

    

Amount

 

 

 

 

 

 

of reduction

 

of reduction

 

of reduction

 

 

 

 

Number of

 

of the share

 

of the restricted

 

of the retained

 

 

 

 

shares

 

capital

 

capital

 

earnings

Type of reduction

 

Year

 

000s

 

EURm

 

EURm

 

EURm

Cancellation of shares

 

2013

 

 –

 

 –

 

 –

 

 –

Cancellation of shares

 

2014

 

 –

 

 –

 

 –

 

 –

Cancellation of shares

 

2015

 

66 904

 

 –

 

 –

 

 –

Cancellation of shares

 

2016

 

 –

 

 –

 

 –

 

 –

Cancellation of shares

 

2017

 

 –

 

 –

 

 –

 

 –

(4)Excludes shares owned by Group companies.

 

Share turnover

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

2017

    

2016

    

2015

    

2014

    

2013

For the year ended December 31

    

2018

    

2017

    

2016

    

2015

    

2014

Share turnover (000s)(1)

 

8 839 680

 

9 604 722

 

8 490 823

 

9 278 853

 

16 748 295

 

8 960 687

 

8 839 680

 

9 604 722

 

8 490 823

 

9 278 853

Total number of shares (000s)

 

5 839 404

 

5 836 055

 

3 992 823

 

3 745 044

 

3 744 956

 

5 635 945

 

5 839 404

 

5 836 055

 

3 992 823

 

3 745 044

% of total number of shares

 

151

 

165

 

213

 

248

 

447

 

159

 

151

 

165

 

213

 

248

(1)Source: Nasdaq Helsinki, the NYSE composite tape and Euronext Paris (since November 2015).

(1)

Source: Nasdaq Helsinki, the NYSE composite tape and Euronext Paris (since November 2015).

The principal trading markets for the shares are Nasdaq Helsinki and Euronext Paris, in the form of shares, and the NYSE, in the form of ADSs.

Nasdaq Helsinki share prices(1)

Share price development

 

 

 

 

 

 

 

 

 

 

 

EUR

    

2017

    

2016

    

2015

    

2014

    

2013

Low/high

 

3.81/5.96

 

3.66/6.99

 

4.91/7.87

 

4.89/6.97

 

2.30/6.03

Average(2)

 

4.88

 

5.07

 

6.53

 

5.99

 

3.57

Year-end

 

3.89

 

4.59

 

6.60

 

6.56

 

5.82

 

 

 

 

 

 

 

 

 

 

 

 

 

Nasdaq Helsinki

 

New York Stock Exchange

 

Euronext Paris

Annual data

High

Low

Value

 

High

Low

Value

 

High

Low

Value

 

EUR

 

USD

 

EUR

2018 Full year High/Low

 5.39

3.85

 

 

 6.41

4.68

 

 

5.39

3.85

 

2018 Full year Average (Volume-weighted)

 

 

 4.74

 

 

 

 5.63

 

 

 

4.62

Year-end value December 31, 2018

 

 

 5.03

 

 

 

 5.82

 

 

 

 5.06

Year-end value December 31, 2017

 

 

3.89

 

 

 

4.66

 

 

 

3.89

Change from December 31, 2017 to December 31, 2018

 

 

29.2%

 

 

 

24.9%

 

 

 

30.0%

 

(1)

Source: Nasdaq Helsinki.

(2)

Total turnover divided by total volume.

Euronext Paris share prices(1)

 

 

 

 

 

 

 

 

 

 

 

EUR

    

2017

    

2016

    

2015

    

2014

    

2013

Low/high

 

3.81/5.93

 

3.66/6.99

 

6.29/7.15

 

 

Average(2)

 

5.07

 

4.98

 

6.66

 

 

Year-end

 

3.89

 

4.57

 

6.59

 

 

(1)

Source: Euronext Paris.

(2)

Total turnover divided by total volume.

NYSE share prices (ADS)(1)

 

 

 

 

 

 

 

 

 

 

 

USD

    

2017

    

2016

    

2015

    

2014

    

2013

Low/high

 

4.50/6.65

 

4.04/7.55

 

5.71/8.37

 

6.64/8.73

 

3.02/8.18

Average(2)

 

5.59

 

5.64

 

7.28

 

7.79

 

4.82

Year-end

 

4.66

 

4.81

 

7.02

 

7.86

 

8.11

(1)

Source: The NYSE composite tape.

(2)

Total turnover divided by total volume.

121114


Table of Contents

Stock option exercises 2014-2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

Subscription price 

    

Number of new 

    

Date of

    

Net proceeds

    

New share capital

Year

 

Stock option category

 

EUR

 

shares 000s

 

payment

 

EURm

 

EURm

2014

 

Nokia Stock Option Plan 2009 1Q

 

9.56

 

0

 

2014

 

0.00

 

 

 

Nokia Stock Option Plan 2009 2Q

 

10.92

 

0

 

2014

 

0.00

 

 

 

Nokia Stock Option Plan 2009 3Q

 

9.02

 

0

 

2014

 

0.00

 

 

 

Nokia Stock Option Plan 2009 4Q

 

8.50

 

0

 

2014

 

0.00

 

 

 

Nokia Stock Option Plan 2010 1Q

 

9.85

 

0

 

2014

 

0.00

 

 

 

Nokia Stock Option Plan 2010 2Q

 

8.60

 

0

 

2014

 

0.00

 

 

 

Nokia Stock Option Plan 2010 3Q

 

7.03

 

0

 

2014

 

0.00

 

 

 

Nokia Stock Option Plan 2010 4Q

 

7.33

 

0

 

2014

 

0.00

 

 

 

Nokia Stock Option Plan 2011 2Q

 

5.76

 

50

 

2014

 

0.29

 

 

 

Nokia Stock Option Plan 2011 3Q

 

3.50

 

0

 

2014

 

0.00

 

 

 

Total

 

  

 

50

 

  

 

0.29

 

  

2015

 

Nokia Stock Option Plan 2010 1Q

 

9.85

 

0

 

2015

 

0.00

 

 

 

Nokia Stock Option Plan 2010 2Q

 

8.60

 

0

 

2015

 

0.00

 

 

 

Nokia Stock Option Plan 2010 3Q

 

7.03

 

0

 

2015

 

0.00

 

 

 

Nokia Stock Option Plan 2010 4Q

 

7.33

 

0

 

2015

 

0.00

 

 

 

Nokia Stock Option Plan 2011 2Q

 

5.76

 

442

 

2015

 

2.55

 

 

 

Nokia Stock Option Plan 2011 3Q

 

3.50

 

212

 

2015

 

0.74

 

 

 

Nokia Stock Option Plan 2011 4Q

 

4.58

 

90

 

2015

 

0.41

 

 

 

Nokia Stock Option Plan 2012 1Q

 

3.58

 

0

 

2015

 

0.00

 

 

 

Nokia Stock Option Plan 2012 2Q

 

2.18

 

213

 

2015

 

0.47

 

 

 

Nokia Stock Option Plan 2012 3Q

 

1.92

 

285

 

2015

 

0.55

 

 

 

Total

 

  

 

1242

 

  

 

4.72

 

  

2016

 

Nokia Stock Option Plan 2011 2Q

 

5.66

 

104

 

2016

 

0.60

 

 

 

Nokia Stock Option Plan 2011 3Q

 

3.40

 

0

 

2016

 

0.00

 

 

 

Nokia Stock Option Plan 2011 4Q

 

4.48

 

0

 

2016

 

0.00

 

 

 

Nokia Stock Option Plan 2012 1Q

 

3.48

 

0

 

2016

 

0.00

 

 

 

Nokia Stock Option Plan 2012 2Q

 

2.08

 

240

 

2016

 

0.51

 

 

 

Nokia Stock Option Plan 2012 3Q

 

1.82

 

308

 

2016

 

0.57

 

 

 

Nokia Stock Option Plan 2012 4Q

 

1.76

 

10

 

2016

 

0.02

 

 

 

Nokia Stock Option Plan 2013 1Q

 

2.58

 

0

 

2016

 

0.00

 

 

 

Nokia Stock Option Plan 2013 2Q

 

2.35

 

166

 

2016

 

0.39

 

 

 

Nokia Stock Option Plan 2013 3Q

 

2.72

 

5

 

2016

 

0.01

 

  

 

 

Total

 

  

 

833

 

  

 

2.10

 

  

2017

 

Nokia Stock Option Plan 2011 2Q

 

5.66

 

0

 

2017

 

0.00

 

 –

 

 

Nokia Stock Option Plan 2011 3Q

 

3.40

 

0

 

2017

 

0.00

 

 –

 

 

Nokia Stock Option Plan 2011 4Q

 

4.48

 

5

 

2017

 

0.02

 

 –

 

 

Nokia Stock Option Plan 2012 1Q

 

3.48

 

0

 

2017

 

0.00

 

 –

 

 

Nokia Stock Option Plan 2012 2Q

 

2.08

 

61

 

2017

 

0.13

 

 –

 

 

Nokia Stock Option Plan 2012 3Q

 

1.82

 

148

 

2017

 

0.27

 

 –

 

 

Nokia Stock Option Plan 2012 4Q

 

1.76

 

9

 

2017

 

0.02

 

 –

 

 

Nokia Stock Option Plan 2013 1Q

 

2.58

 

0

 

2017

 

0.00

 

 –

 

 

Nokia Stock Option Plan 2013 2Q

 

2.35

 

193

 

2017

 

0.45

 

 –

 

 

Nokia Stock Option Plan 2013 3Q

 

2.72

 

0

 

2017

 

0.00

 

 –

 

 

Nokia Stock Option Plan 2013 4Q

 

5.41

 

0

 

2017

 

0.00

 

 –

 

 

Total

 

  

 

416

 

  

 

0.89

 

  

2018

 

Nokia Stock Option Plan 2012 1Q

 

3.48

 

0

 

2018

 

0.00

 

 –

 

 

Nokia Stock Option Plan 2012 2Q

 

2.08

 

128

 

2018

 

0.27

 

 –

 

 

Nokia Stock Option Plan 2012 3Q

 

1.82

 

170

 

2018

 

0.31

 

 –

 

 

Nokia Stock Option Plan 2012 4Q

 

1.76

 

0

 

2018

 

0.00

 

 –

 

 

Nokia Stock Option Plan 2013 1Q

 

2.58

 

0

 

2018

 

0.00

 

 –

 

 

Nokia Stock Option Plan 2013 2Q

 

2.35

 

127

 

2018

 

0.30

 

 –

 

 

Nokia Stock Option Plan 2013 3Q

 

2.72

 

0

 

2018

 

0.00

 

 –

 

 

Nokia Stock Option Plan 2013 4Q

 

5.41

 

0

 

2018

 

0.00

 

 –

 

 

Total

 

  

 

425

 

  

 

0.87

 

  

115


 

Table of Contents

Picture 5Shareholders

Stock option exercises 2013–2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

Subscription price 

    

Number of new 

    

Date of

    

Net proceeds

    

New share capital

Year

 

Stock option category

 

EUR

 

shares 000s

 

payment

 

EURm

 

EURm

2013

 

Nokia Stock Option Plan 2008 1Q

 

24.15

 

0

 

2013

 

0.00

 

 

 

Nokia Stock Option Plan 2008 2Q

 

19.16

 

0

 

2013

 

0.00

 

 

 

Nokia Stock Option Plan 2008 3Q

 

17.80

 

0

 

2013

 

0.00

 

 

 

Nokia Stock Option Plan 2008 4Q

 

12.43

 

0

 

2013

 

0.00

 

 

 

Nokia Stock Option Plan 2009 1Q

 

9.82

 

0

 

2013

 

0.00

 

 

 

Nokia Stock Option Plan 2009 2Q

 

11.18

 

0

 

2013

 

0.00

 

 

 

Nokia Stock Option Plan 2009 3Q

 

9.28

 

0

 

2013

 

0.00

 

 

 

Nokia Stock Option Plan 2009 4Q

 

8.76

 

0

 

2013

 

0.00

 

 

 

Nokia Stock Option Plan 2010 1Q

 

10.11

 

0

 

2013

 

0.00

 

 

 

Nokia Stock Option Plan 2010 2Q

 

8.86

 

0

 

2013

 

0.00

 

 

 

Nokia Stock Option Plan 2010 3Q

 

7.29

 

0

 

2013

 

0.00

 

 

 

Nokia Stock Option Plan 2010 4Q

 

7.59

 

0

 

2013

 

0.00

 

 

 

Total

 

  

 

0

 

  

 

0.00

 

  

2014

 

Nokia Stock Option Plan 2009 1Q

 

9.56

 

0

 

2014

 

0.00

 

 

 

Nokia Stock Option Plan 2009 2Q

 

10.92

 

0

 

2014

 

0.00

 

 

 

Nokia Stock Option Plan 2009 3Q

 

9.02

 

0

 

2014

 

0.00

 

 

 

Nokia Stock Option Plan 2009 4Q

 

8.50

 

0

 

2014

 

0.00

 

 

 

Nokia Stock Option Plan 2010 1Q

 

9.85

 

0

 

2014

 

0.00

 

 

 

Nokia Stock Option Plan 2010 2Q

 

8.60

 

0

 

2014

 

0.00

 

 

 

Nokia Stock Option Plan 2010 3Q

 

7.03

 

0

 

2014

 

0.00

 

 

 

Nokia Stock Option Plan 2010 4Q

 

7.33

 

0

 

2014

 

0.00

 

 

 

Nokia Stock Option Plan 2011 2Q

 

5.76

 

50

 

2014

 

0.29

 

 

 

Nokia Stock Option Plan 2011 3Q

 

3.50

 

0

 

2014

 

0.00

 

 

 

Total

 

  

 

50

 

  

 

0.29

 

  

2015

 

Nokia Stock Option Plan 2010 1Q

 

9.85

 

0

 

2015

 

0.00

 

 

 

Nokia Stock Option Plan 2010 2Q

 

8.60

 

0

 

2015

 

0.00

 

 

 

Nokia Stock Option Plan 2010 3Q

 

7.03

 

0

 

2015

 

0.00

 

 

 

Nokia Stock Option Plan 2010 4Q

 

7.33

 

0

 

2015

 

0.00

 

 

 

Nokia Stock Option Plan 2011 2Q

 

5.76

 

442

 

2015

 

2.55

 

 

 

Nokia Stock Option Plan 2011 3Q

 

3.50

 

212

 

2015

 

0.74

 

 

 

Nokia Stock Option Plan 2011 4Q

 

4.58

 

90

 

2015

 

0.41

 

122


Table of Contents

 

 

Nokia Stock Option Plan 2012 1Q

 

3.58

 

0

 

2015

 

0.00

 

 

 

Nokia Stock Option Plan 2012 2Q

 

2.18

 

213

 

2015

 

0.47

 

 

 

Nokia Stock Option Plan 2012 3Q

 

1.92

 

285

 

2015

 

0.55

 

 

 

Total

 

  

 

1 242

 

  

 

4.72

 

  

2016

 

Nokia Stock Option Plan 2011 2Q

 

5.66

 

104

 

2016

 

0.60

 

 

 

Nokia Stock Option Plan 2011 3Q

 

3.40

 

0

 

2016

 

0.00

 

 

 

Nokia Stock Option Plan 2011 4Q

 

4.48

 

0

 

2016

 

0.00

 

 

 

Nokia Stock Option Plan 2012 1Q

 

3.48

 

0

 

2016

 

0.00

 

 

 

Nokia Stock Option Plan 2012 2Q

 

2.08

 

240

 

2016

 

0.51

 

 

 

Nokia Stock Option Plan 2012 3Q

 

1.82

 

308

 

2016

 

0.57

 

 

 

Nokia Stock Option Plan 2012 4Q

 

1.76

 

10

 

2016

 

0.02

 

 

 

Nokia Stock Option Plan 2013 1Q

 

2.58

 

0

 

2016

 

0.00

 

 

 

Nokia Stock Option Plan 2013 2Q

 

2.35

 

166

 

2016

 

0.39

 

 

 

Nokia Stock Option Plan 2013 3Q

 

2.72

 

 5

 

2016

 

 0.01

 

  

 

 

Total

 

  

 

833

 

  

 

2.10

 

  

2017

 

Nokia Stock Option Plan 2011 2Q

 

5.66

 

0

 

2017

 

0.00

 

 –

 

 

Nokia Stock Option Plan 2011 3Q

 

3.40

 

0

 

2017

 

0.00

 

 –

 

 

Nokia Stock Option Plan 2011 4Q

 

4.48

 

5

 

2017

 

0.02

 

 –

 

 

Nokia Stock Option Plan 2012 1Q

 

3.48

 

0

 

2017

 

0.00

 

 –

 

 

Nokia Stock Option Plan 2012 2Q

 

2.08

 

61

 

2017

 

0.13

 

 –

 

 

Nokia Stock Option Plan 2012 3Q

 

1.82

 

148

 

2017

 

0.27

 

 –

 

 

Nokia Stock Option Plan 2012 4Q

 

1.76

 

9

 

2017

 

0.02

 

 –

 

 

Nokia Stock Option Plan 2013 1Q

 

2.58

 

0

 

2017

 

0.00

 

 –

 

 

Nokia Stock Option Plan 2013 2Q

 

2.35

 

193

 

2017

 

0.45

 

 –

 

 

Nokia Stock Option Plan 2013 3Q

 

2.72

 

0

 

2017

 

0.00

 

 –

 

 

Nokia Stock Option Plan 2013 4Q

 

5.41

 

0

 

2017

 

0.00

 

 –

 

 

Total

 

  

 

416

 

  

 

0.87

 

  

Shareholders

As of December 31, 2017,2018, shareholders registered in Finland represented 21.00%approximately 21% and shareholders registered in the name of a nominee represented 79.00%approximately 79% of the total number of shares of Nokia Corporation. The number of directly registered shareholders was 247 717243 409 as of December 31, 2017.2018. Each account operator (13) is included in this figure as only one registered shareholder.

Largest shareholders registered in Finland as of December 31, 20172018(1)

 

 

 

 

 

 

 

 

    

Total number 

    

 

    

 

Shareholder

 

of shares 000s

 

% of all shares

 

% of all voting rights

Varma Mutual Pension Insurance Company

 

57 222

 

0.98

 

1.02

The State Pension Fund

 

42 000

 

0.72

 

0.75

Ilmarinen Mutual Pension Insurance Company

 

31 565

 

0.54

 

0.56

Folketrygdfondet

 

26 605

 

0.46

 

0.48

Schweizerische Nationalbank

 

25 881

 

0.44

 

0.46

Elo Mutual Pension Insurance Company

 

23 300

 

0.40

 

0.42

OP-Finland Fund

 

18 758

 

0.32

 

0.34

Lival Oy Ab

 

16 369

 

0.28

 

0.29

Nordea Pro Finland Fund

 

16 059

 

0.28

 

0.29

Svenska Litteratursällskapet i Finland rf

 

15 431

 

0.26

 

0.28

 

 

 

 

 

 

 

 

    

Total number

    

 

    

 

Shareholder

 

of shares 000s

 

% of all shares

 

% of all voting rights

Solidium Oy

 

206 000

 

3.66

 

3.66

Keskinäinen Työeläkevakuutusyhtiö Varma

 

67 222

 

1.19

 

1.19

Valtion Eläkerahasto

 

37 000

 

0.66

 

0.66

Keskinäinen Eläkevakuutusyhtiö Ilmarinen

 

36 750

 

0.65

 

0.65

Schweizerische Nationalbank

 

25 485

 

0.45

 

0.45

Keskinäinen Työeläkevakuutusyhtiö Elo

 

17 100

 

0.30

 

0.30

Lival Oy Ab

 

16 240

 

0.29

 

0.29

OP-Suomi-Sijoitusrahasto

 

15 739

 

0.28

 

0.28

Svenska Litteratursällskapet i Finland rf

 

 15 678

 

0.28

 

0.28

KEVA

 

12 356

 

0.22

 

0.22

(1)Excluding nominee registered shares and shares owned by Nokia Corporation. Nokia Corporation owned 42 782 966 shares as of December 31, 2018.

 

(1)

Excluding nominee registered shares and shares owned by Nokia Corporation. Nokia Corporation owned 248 428 936 shares as of December 31, 2017.

Breakdown of share ownership as of December 31, 20172018(1)

 

 

 

 

 

 

 

 

Number of

% of

Total number

% of

Number of

% of

Total number

% of

By number of shares owned

shareholders

shareholders

of shares

all shares

shareholders

shareholders

of shares

all shares

1–100

50 000

20.18

2 832 324

0.05

51 767

21.27

2 881 948

0.05

101–1 000

119 783

48.35

55 281 401

0.95

116 445

47.84

52 935 062

0.94

1 001–10 000

68 363

27.60

215 685 638

3.69

66 101

27.16

206 362 853

3.66

10 001–100 000

9 022

3.64

220 190 388

3.77

8 551

3.51

209 722 973

3.72

100 001–500 000

424

0.17

81 577 276

1.40

427

0.18

85 068 579

1.51

500 001–1 000 000

45

0.02

31 401 574

0.54

38

0.02

27 161 167

0.48

1 000 001–5 000 000

51

0.02

110 898 260

1.90

56

0.02

118 984 665

2.11

Over 5 000 000

29

0.01

5 121 537 442

87.71

24

0.01

4 932 827 912

87.52

Total

247 717

100.00

5 839 404 303

100.00

243 409

100.00

5 635 945 159

100.00

(1)The breakdown covers only shareholders registered in Finland, and each account operator (13) is included in the number of shareholders as only one registered shareholder. As a result, the breakdown is not illustrative of the entire shareholder base of Nokia.

 

123


Table of Contents

(1)

The breakdown covers only shareholders registered in Finland, and each account operator (13) is included in the number of shareholders as only one registered shareholder. As a result, the breakdown is not illustrative of the entire shareholder base of Nokia.

 

 

 

By nationality

    

% of shares

Non-Finnish shareholders

 

79.0079.22

Finnish shareholders

 

21.0020.78

Total

 

100.00

 

 

 

 

By shareholder category (Finnish shareholders)

    

% of shares

Corporations

 

6.242.26

Households

 

8.208.21

Financial and insurance institutions

 

2.192.18

Non-profit organizations

 

1.111.20

Governmental bodies (incl. pension insurance companies)

 

3.266.93

Total

 

21.0020.78

As of December 31, 2017,2018, a total of 640 129 725663 102 934 ADSs (equivalent to the same number of shares or approximately 10,96%11.77% of the total outstanding shares) were outstanding and held of record by 132 478126 586 registered holders in the United States. We are aware that many ADSs are held of record by brokers and other nominees, and accordingly the above number of holders is not necessarily representative of the actual number of persons who are beneficial holders of ADSs or the number of ADSs beneficially held by such persons. Based on information available from Automatic Data Processing Inc., the number of beneficial owners of ADSs as of December 31, 20172018 was 392 913.413 650.  

Based on information known to us as of January 29, 2018,February 5, 2019, as of December 31, 20172018 Blackrock, Inc. beneficially owned 364 870 084300 482 139 Nokia shares, or convertible bonds combined, which at that time corresponded to approximately 6.2%5.3% of the total number of shares and voting rights of Nokia.

To the best of our knowledge, Nokia is not directly or indirectly owned or controlled by any other corporation or any government, and there are no arrangements that may result in a change of control of Nokia.

Shares and stock options owned by the members of the Board and the Nokia Group Leadership Team

As of December 31, 2017,2018, the members of our Board and the Group Leadership team held a total of 7 485 372223 008 shares and ADSs in Nokia, which represented approximately 0.13% of our outstanding shares and total voting rights excluding shares held by the Nokia Group.

Authorizations

Authorizations to issue shares and special rights entitling to shares

At the Extraordinary General Meeting held on December 2, 2015, the shareholders authorized the Board of Directors to issue, in deviation from the shareholders’ pre-emptive right, a maximum of 2 100 million shares through one or more share issues. The authorization includes the right for the Board of Directors to resolve on all the terms and conditions of such share issuances. The authorization may be used to issue Parent Company shares to the holders of Alcatel Lucent shares, American Depositary Shares and convertible bonds as well as to beneficiaries of Alcatel Lucent employee equity compensation arrangements for the purpose of implementing the transaction with Alcatel Lucent, including the consummation of the public exchange offers made to Alcatel Lucent shareholders as well as other transactions contemplated by the memorandum of understanding between the Group and Alcatel Lucent, and/or otherwise to effect the combination. The authorization is effective until December 2, 2020.

At the Annual General Meeting held on June 16, 2016, the shareholders authorized the Board of Directors to issue a maximum of 1 150 million shares through one or more issues of shares or special rights entitling to shares. The Board of Directors was authorized to issue either new shares or shares held by the Parent Company. The authorization included the right for the Board of Directors to resolve on all the terms and conditions of such share and special rights issuances, including issuance in deviation from the shareholders’ pre-emptive rights. The authorization may be used to develop the Parent Company’s capital structure, diversify the shareholder base, finance or carry out acquisitions or other arrangements, settle the Parent Company’s equity-based incentive plans, or for other purposes resolved by the Board of Directors. The authorization that would have been effective until December 16, 2017 was terminated by a resolution of Annual General Meeting on May 23, 2017.

At the Annual General Meeting held on May 23, 2017, the shareholders authorized the Board of Directors to issue a maximum of 560 million shares through one or more issues of shares or special rights entitling to shares. The Board of Directors is authorized to issue either new shares or shares held by the Parent Company. The authorization included the right for the Board of Directors to resolve on all the terms and conditions of such share and special rights issuances, including issuance in deviation from the shareholders’ pre-emptive rights. The authorization may be used to develop the Parent Company’s capital structure, diversify the shareholder base, finance or carry out acquisitions or other arrangements, settle the Parent Company’s equity-based incentive plans, or for other purposes resolved by the Board of Directors. The authorization is effective until November 23, 2018.

In 2017, under the authorization held by the Board of Directors, the Parent Company issued 415 750 new shares following the holders of stock options issued in 2011, 2012 and 2013 exercising their option rights.

In 2017, the Parent Company issued 2 933 541 new shares without consideration to the Parent Company to fulfil the company’s obligation under the Nokia Equity Programs.

In 2017, under the authorization held by the Board of Directors, the Parent Company issued 12 199 284 treasury shares to employees, including certain members of the Group Leadership Team, as settlement under equity-based incentive plans and the employee share purchase plan. The shares were issued without consideration and in accordance with the plan rules.

As of December 31, 2017, the Board of Directors had no other authorizations to issue shares, convertible bonds, warrants or stock options.

Authorization to repurchase shares

At the Annual General Meeting held on June 16, 2016, the shareholders authorized the Board of Directors to repurchase a maximum of 575 million shares. The amount corresponded to less than 10% of the total number of Parent Company’s shares. The shares may be repurchased in order to

124116


 

Table of Contents

optimize the capital structure of the Parent Company. In addition, the shares may be repurchased in order to finance or carry out acquisitions or other arrangements, to settle the Parent Company’s equity-based incentive plans or to be transferred for other purposes. The authorization that would have been effective until December 16, 2017 was terminated by a resolution of the Annual General Meeting on May 23, 2017.

At the Annual General Meeting held on May 23, 2017, the shareholders authorized the Board of Directors to repurchase a maximum of 560 million shares. The amount corresponds to less than 10% of the total number of Parent Company’s shares. The shares may be repurchased in order to optimize the capital structure of the Company. In addition, shares may be repurchased in order to meet obligations arising from debt financial instruments that are exchangeable into equity instruments, to settle equity-based incentive plans for employees of the Group or of its associated companies, or to be transferred for other purposes such as financing or carrying out acquisitions. The authorization is effective until November 23, 2018.

Under the authorization held by the Board of Directors and in line with the capital structure optimization program, the Parent Company repurchased 153 601 462 shares in 2017 representing approximately 2.6% of share capital and total voting rights as of December 31, 2017. In 2016, the Parent Company had repurchased 54 296 182 shares. The price paid for the shares was based on the current market price of the Nokia share on the securities market at the time of the repurchase. On February 1, 2018 the Parent Company announced that the Board of Directors had decided to cancel 207 897 644 treasury shares repurchased under the capital structure optimization program. The cancellation of the shares does not have an impact on the Parent Company’s share capital.

On November 15, 2016, in line with its previously announced EUR 7 billion capital structure optimization program, the Board resolved to commence a share repurchase program under the authorization granted by the Nokia Annual General Meeting on June 16, 2016. The Board resolved to repurchase a maximum of 575 million Nokia shares up to an equivalent of EUR 1 billion. The share repurchase program was completed in November 2017 with a total of 207 897 644 shares repurchased during 2016 and 2017 and a total spend of EUR 1 billion.

 

 

 

 

 

 

 

 

 

 

    

 

    

 

    

Total number of shares

    

Maximum value 

 

 

 

 

 

 

purchased as part of 

 

of shares that may yet 

 

 

Total number of

 

Average price

 

publicly announced plans 

 

be purchased under the

Period

 

shares purchased 

 

paid per share, EUR

 

or programs(1)

 

 plans or programs, EUR

January

 

 

 

54 296 182

 

769 389 815

February

 

23 146 576

 

4.67

 

77 442 758

 

661 389 853

March

 

22 923 357

 

4.97

 

100 366 115

 

547 389 895

April

 

1 136 600

 

5.28

 

101 502 715

 

541 389 897

May

 

18 135 447

 

5.59

 

119 638 162

 

439 989 947

June

 

11 914 517

 

5.76

 

131 552 679

 

371 390 053

July

 

1 997 670

 

5.41

 

133 550 349

 

360 590 071

August

 

24 487 731

 

5.34

 

158 038 080

 

229 792 560

September

 

19 822 720

 

5.15

 

177 860 800

 

127 793 146

October

 

4 236 729

 

4.25

 

182 097 529

 

109 793 275

November

 

25 800 115

 

4.26

 

207 897 644

 

December

 

 

 

207 897 644

 

Total

 

153 601 462

 

5.01

 

207 897 644

 

 –

(1)

On October 29, 2015 Nokia announced a capital structure optimization program including share repurchases. In line with the program, a EUR 1 billion share repurchase program was announced on November 15, 2016. The column includes all the shares purchased as part of the EUR 1 billion share repurchase program.

Offer and listing details

Our capital consists of shares traded on Nasdaq Helsinki under the symbol “NOKIA” and Euronext Paris under the symbol “NOKIA”. Our ADSs, each representing one of our shares, are traded on the NYSE under the symbol “NOK”. The ADSs are evidenced by American Depositary Receipts (“ADRs”)(ADRs) issued by Citibank, N.A., as the

American Depositary under the Amended and Restated Deposit Agreement dated as of March 28, 2000 (as amended), among Nokia, Citibank, N.A. and registered holders from time to time of ADRs, as amended on February 6, 2008.Shares

125


Table of Contents

The table below sets forth, for the periods indicated, the reported high and low quoted prices for our shares on Nasdaq Helsinki and Euronext Paris, and the high and low quoted prices for the ADSs, as reported on the NYSE composite tape.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nasdaq Helsinki

 

New York Stock Exchange

 

Euronext Paris

 

 

price per share

 

price per ADS

 

price per share(1)

 

 

High

 

Low

 

High

 

Low

 

High

 

Low

 

 

EUR

 

USD

 

EUR

2013

    

 6.03

 

 2.30

 

 8.18

 

 3.02

 

 

2014

 

 6.97

 

 4.89

 

 8.73

 

 6.64

 

 

2015

 

 7.87

 

 4.91

 

 8.37

 

 5.71

 

7.15

 

 6.29

2016

 

6.99

 

3.66

 

7.55

 

4.04

 

6.99

 

3.66

2017

 

  

 

  

 

  

 

  

 

  

 

  

First Quarter

 

 5.17

 

 4.12

 

 5.57

 

 4.50

 

 5.17

 

 4.13

Second Quarter

 

 5.96

 

 4.80

 

 6.65

 

 5.17

 

 5.93

 

 4.80

Third Quarter

 

 5.64

 

 4.97

 

 6.59

 

 5.83

 

 5.64

 

 4.97

Fourth Quarter

 

 5.23

 

 3.81

 

 6.11

 

 4.51

 

 5.23

 

 3.81

Full year

 

 5.96

 

 3.81

 

 6.65

 

 4.50

 

 5.93

 

 3.81

Most recent six months

 

  

 

  

 

  

 

  

 

  

 

  

September 2017

 

 5.29

 

 4.97

 

 6.29

 

 5.83

 

 5.28

 

 4.97

October 2017

 

 5.23

 

 4.16

 

 6.11

 

 4.75

 

 5.23

 

 4.16

November 2017

 

 4.47

 

 4.04

 

 5.14

 

 4.79

 

 4.47

 

 4.04

December 2017

 

 4.22

 

 3.81

 

 4.97

 

 4.51

 

 4.22

 

 3.81

January 2018

 

 4.13

 

 3.85

 

 5.00

 

 4.68

 

 4.12

 

 3.85

February 2018

 

 4.88

 

 3.89

 

 5.95

 

 5.23

 

 4.88

 

 3.89

March 9, 2018(2)

 

 4.83

 

 4.62

 

 5.96

 

 5.68

 

 4.83

 

 4.62

(1)

Nokia’s listing and trading on Euronext Paris commenced on November 19, 2015.

(2)

For the period until March 9, 2018.

Depositary feesFees and charges

ADS holders may have to pay the following service fees to the Depositary:

 

 

 

Service

    

Fees, USD

Issuance of ADSs

 

Up to 5 cents per ADS(1)

Cancellation of ADSs

 

Up to 5 cents per ADS(1)

Distribution of cash dividends or other cash distributions

 

Up to 2 cents per ADS(2)

Distribution of ADSs pursuant to (i) stock dividends, free stock distributions or (ii) exercises of rights to purchase additional ADSs

 

Up to 5 cents per ADS(2)

Distribution of securities other than ADSs or rights to purchase additional ADSs

 

Up to 5 cents per ADS(1)

ADRADS transfer fee

 

1.50 per transfer(1)

(1)These fees are typically paid to the Depositary by the brokers on behalf of their clients receiving the newly issued ADSs from the Depositary and by the brokers on behalf of their clients delivering the ADSs to the Depositary for cancellation. The brokers in turn charge these transaction fees to their clients.

(2)In 2018, the Depositary did not collect these fees. However, for 2019 a dividend fee is intended to be implemented for ADSs. Such fees are offset against the related distribution made to the ADS holder.

(1)

These fees are typically paid to the Depositary by the brokers on behalf of their clients receiving the newly issued ADSs from the Depositary and by the brokers on behalf of their clients delivering the ADSs to the Depositary for cancellation. The brokers in turn charge these transaction fees to their clients.

(2)

In practice, the Depositary has not collected these fees. If collected, such fees are offset against the related distribution made to the ADR holder.

Additionally, ADS holders are responsible for certain fees and expenses incurred by the Depositary on their behalf and certain governmental charges such as taxes and registration fees, transmission and delivery expenses, conversion of foreign currency and fees relating to compliance with exchange control regulations. The fees and charges may vary over time.

In the event of refusal to pay the depositary fees, the Depositary may, under the terms of the deposit agreement, refuse the requested service until payment is received or may set-off the amount of the depositary fees from any distribution to be made to the ADRADS holder.

Depositary payments in 2017Payments

In 2017,2018, our Depositary made the following payments on our behalf in relation to our ADRADS program.

 

 

 

Category

    

Payment, USD

Settlement infrastructure fees (including the Depositary Trust Company fees)

 

 1 129 477.49876 594.79

Proxy process expenses (including printing, postage and distribution)

 

 872 975.48877 171.52

ADS holder identification expenses

 

 97 885.8598 753.96

Legal fees

 

NYSE listing fees

 

 500 000.00

Total

 

 2 600 338.82352 520.27

126


Table of Contents

Additionally for 2017,2018, our Depositary has agreed to reimbursereimbursed us USD 1 024 997.24950,000 mainly related to contributions towards our investor relations activities, including investor meetings and conferences and fees of investor relations service vendors, and other miscellaneous expenses related to the United States listing of our ADSs.

Related party transactions

117


Other than the paid compensation, as described above, there have been no material transactions during the last three fiscal years to which any director, executive officer or 5% shareholder, or any relative or spouseTable of any of them, was a party. There is no significant outstanding indebtedness owed to Nokia by any director, executive officer or 5% shareholder. Refer to Note 35, Related party transactions, of our consolidated financial statements included in this annual report on Form 20-F.Contents

HMD global Oy (“HMD”) is a related party to Nokia. As announced in May 2016, Nokia has a strategic agreement covering branding rights and intellectual property licensing to grant HMD an exclusive global license to create Nokia-branded mobile phones and tablets for ten years. Under the agreement, Nokia Technologies receives royalty payments from HMD for sales of Nokia-branded mobile products, covering both brand and intellectual property rights. The Board of Directors of HMD includes a representative from Nokia. 

As part of the acquisition of Alcatel Lucent in 2016, Nokia acquired a partly owned consolidated subsidiary, Alcatel-Lucent Shanghai Bell Co., Ltd. On May 18, 2017 Nokia announced the signing of definitive agreements with the China Huaxin Post & Telecommunication Economy Development Center (“China Huaxin”). related to the integration of Alcatel-Lucent Shanghai Bell Co., Ltd. and Nokia’s China business into a new joint venture branded as Nokia Shanghai Bell. On July 3, 2017, Nokia and China Huaxin commenced operations of the new joint venture. Nokia holds an ownership interest of 50% plus one share in the parent company, Nokia Shanghai Bell Co., Ltd., with China Huaxin holding the remaining ownership interests. Refer to Note 33, Significant partly-owned subsidiaries, of our consolidated financial statements included in this annual report on Form 20‑F.

Production of infrastructure equipment and products

Our operations team handles the supply chain management of all its hardware, software and original equipment manufacturer products. This includes supply planning, manufacturing, distribution, procurement, logistics and supply.

On December 31, 2017,2018, we had twelveten manufacturing facilities globally: one in Australia, one in Brazil, threeone in China, one in Finland, two in France, one in Germany, one in India, one in the United Kingdom and one in the United States.

Most of our production and assembly is outsourced, while the remaining portion is carried out in our production sites. This system provides us with considerable flexibility in our manufacturing and enables us to meet demands related to cost, availability and customer requirements more easily.

The table below shows the productive capacity per location of significant manufacturing facilities for our infrastructure equipment on December 31, 2017.2018.

 

 

 

 

 

 

    

 

    

Productive 

 

 

 

 

capacity, 

Country

 

Location and products(1)

 

Net (m2)(2)

Australia

 

Kilsyth: radio frequency systems

 

000400

Brazil

 

Embu: radio frequency systems

 

7 800

China

 

Shanghai: fixed access and wireless access systems

22 000

China

Shanghai (cable): radio frequency systems

9 200

China

Shanghai (antenna):Suzhou: radio frequency systems

 

12 500

Finland

 

Oulu: base stations

 

13 800

France

 

Calais: submarine cables

 

63 000

France

 

Trignac: radio frequency systems

 

10 2007 500

Germany

 

Hannover: radio frequency systems

 

21 00020 300

India

 

Chennai: base stations, radio controllers and transmission systems

 

12 000

UK

 

Greenwich: submarine cables

 

19 500

USA

 

Meriden: radio frequency systems

 

31 000

(1)We consider the production capacity of our manufacturing network to be sufficient to meet the requirements of our network infrastructure business. The extent of utilization of our manufacturing facilities varies from plant to plant and from time to time during the year. None of these facilities is subject to a material encumbrance.

(1)

We consider the production capacity of our manufacturing network to be sufficient to meet the requirements of its network infrastructure business. The extent of utilization of our manufacturing facilities varies from plant to plant and from time to time during the year. None of these facilities is subject to a material encumbrance.

(2)

Productive capacity equals the total area allotted to manufacturing and to the storage of manufacturing-related materials.

(2)Productive capacity equals the total area allotted to manufacturing and to the storage of manufacturing-related materials.

127118


 

Table of Contents

Key ratios

Operating profit

Profit before interest and taxes

Earnings per share (basic)

Profit attributable to equity holders of the parent

Average number of shares during the year

Earnings per share (diluted)

Adjusted profit attributable to equity holders of the parent

Average number of shares during the year adjusted for the
effect of dilutive shares

P/E ratio

Closing share price as of December 31

Earnings per share (basic) for Continuing operations

Payout ratio

Dividend per share

Earnings per share (basic) for Continuing operations

Dividend yield %

Dividend per share

Closing share price as of December 31

Shareholders’ equity per share

Capital and reserves attributable to equity holders of the parent

Number of shares as of December 31—number of treasury shares as of December 31

Market capitalization

(Number of shares as of December 31—number of treasury shares as of December 31) x closing share price as of December 31

Share turnover %

Number of shares traded during the year

Average number of shares during the year

Interest-bearing liabilities

Long-term interest-bearing liabilities (including the current portion thereof) + short-term borrowings

Net cash

Total cash and other liquid assets—interest-bearing liabilities

Controls and procedures

Our management, with the participation of our President and CEO and our Chief Financial Officer, conducted an evaluation pursuant to Rules 13(a)-15(e)13a-15(e) and 15(d)-15(e)15d-15(e) under the Securities Exchange Act of 1934, as amended (“the(the Exchange Act”)Act), of the effectiveness of our disclosure controls and procedures as of December 31, 2017.2018. Based on such evaluation, our President and CEO and our Chief Financial Officer have concluded that our disclosure controls and procedures were effective.

Disclosure controls and procedures mean controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and that such information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our President and CEO and our Chief Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosures.

Management’s annual report on internal control over financial reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for Nokia. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of published 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.

Our management evaluated the effectiveness of our internal control over financial reporting using the criteria described in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the TredwayTreadway Commission (“COSO”)(COSO). Based on this evaluation, our management has assessed the effectiveness of Nokia’s internal control over financial reporting at December 31, 20172018 and concluded that such internal control over financial reporting is effective.

The effectiveness of our internal control over financial reporting as of December 31, 20172018 has been audited by PricewaterhouseCoopers Oy, an independent registered public accounting firm. Refer to “Report of independent registered public accounting firm” of this Annual Report on Form 20-F.

128


Table of Contents

Changes in internal control over financial reporting

Other than the matters described below, there wereThere have been no changes in our internal control over financial reporting that occurredduring 2018, other than the remediation of a material weakness identified during the year ended December 31, 2017referred to below, that have materially affected, or are reasonably likely to materially affect, Nokia’sour internal control over financial reporting.

Remediation of prior year material weaknesses

In 2016,During Q3 2018, management identified two material weaknesses in internal control over financial reporting in Alcatel Lucent. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual financial statements will not be prevented or detected on a timely basis.

Accounting for income taxes in the United States

Management previously identified a material weakness in the internal control over financial reportingdesign of controls related to the accounting for income taxesreporting of contract assets, contract liabilities and related balances in accordance with IFRS 15 Revenue from Contracts with Customers.  The original control design, implemented in Q1 2018, did not adequately incorporate the United States. Duringprecision necessary to evaluate contract related balances to present contract assets and liabilities in a materially accurate manner.  Note, that this material weakness does not relate to the 2017 financial statements.

Upon identification of the material weakness, management took necessary stepsimplemented a remediation plan to address1) redesign the control deficiencies by (i) enhancing the local income tax leadership team with the addition of qualified individuals; (ii) integrating the local tax reporting processes within Nokia, including implementing standard income tax accounting systems andrelated internal controls to ensure consistent execution of income tax accounting; and (iii) providingfocus on contract level balances, 2) provide additional income tax accountingtechnical training to existing United States tax professionals.

Controls over revenue recognition in China

Management previously identifiedcontrol operators and 3) provide enhanced information technology reports at a material weakness incontract level.  Collectively, this remediation plan enhanced the precision of the internal control over financialcontrols surrounding the reporting of contract assets, contract liabilities and related to revenue recognitionbalances, in China. During 2017, management took necessary steps to address the control deficiencies by (i) enhancing the experienceaccordance with IFRS 15. 

As of the local finance leadership team by adding senior accounting management resources; (ii) segregating the roles of the accounting, operations and sales departments and implementing new controls in the areas of invoicing and cash allocation; (iii) implementing new controls related to revenue and cost accounting for customer contracts; (iv) implementing new processes and controls over document retention; and (v) enhancing the local ethics and compliance function with the addition of qualified individuals and providing additional ethics and compliance training to employees.

Management completed all remediation actions during the year. Based on the results of our testing during 2017,December 31, 2018, management has concluded that thethese redesigned controls are adequately designed and have operated effectively for a sufficientreasonable period of time. Accordingly, thetime, and therefore have concluded that this material weaknesses haveweakness has been remediated.

Attestation report of the registered public accounting firm

Refer to “Report of independent registered public accounting firm” of this Annual Report on Form 20-F.

Exchange controls

There are currently no Finnish laws which may affect the import or export of capital, or the remittance of dividends, interest or other payments.

119


Table of Contents

Government regulation

Nokia and its businesses are subject to direct and indirect regulation in each of the countries in which we, the companies with which we work and our customers do business. As a result, changes in or uncertainties related to various types of regulations applicable to current or new technologies, intellectual property, products and services could affect our business adversely. Moreover, the implementation of technological or legal requirements could impact our products and services, technology and patent licensing activities, manufacturing and distribution processes, and could affect the timing of product and services introductions and the cost of our production, products and services, as well as their commercial success. Also, our business is subject to the impacts of changes in economic and trade policies or regulation favoring the local industry participants, as well as other measures with potentially protectionist objectives that the host governments in different countries may take. Export control, tariffs or other fees or levies imposed on our products and services, environmental, product safety and security and other regulations that adversely affect the export, import, pricing or costs of our products and services as well as export prohibitions (sanctions) enacted by the EU, the United States or other countries or regions could adversely affect our net sales and results of operations.

For example, in the United States, our products and services are subject to a wide range of government regulations that might have a direct impact on our business, including, but not limited to, regulation related to product certification, standards, spectrum management, provision of telecommunications services, privacy and data protection, competition and sustainability. The EU-level or local member state regulation has a direct impact on many areas of our business, markets and customers within the EU. The European regulation influences, for example, conditions for innovation for telecommunications infrastructure and internet and related services, as well as technology and patent licensing; investment in fixed and wireless broadband communication infrastructure and operation of global data flows. Additionally, with respect to certain developing market countries, the business environment we operate in can be affected by protectionist regulation.

We are in continuous dialog with relevant state agencies, regulators and other decision makers through our government relations representatives in various geographies through our experts, industry associations and representatives in order to proactively exchange views and address the impact of any planned changes to the regulatory environment on our business activities.

Sales in United States-sanctioned countries

General

We are a global company and have sales in most countries of the world. For more information on our organizational structure refer to “Overview—This is Nokia—Organizational structure and reportable segments” and Note 4, Segment information, of our consolidated financial statements included in this annual report on Form 20-F. Nokia is committed to the highest standards of ethical conduct, and adheres to all applicable national and international trade-related laws. As a leading international telecommunications company with global operations, Nokia has a presence also in countries subject to international sanctions. All operations of Nokia, and in particular any operations undertaken in countries targeted by sanctions, are conducted in accordance with our comprehensive and robust Internal Compliance Program to ensure that they are in full compliance with all applicable laws and regulations.

We cannot exclude the possibility that third parties may unlawfully divert our products to these countries from other countries in which we sell them, or that, for services distributed through the internet, third parties could have accessed them in markets or countries for which they are not intended by circumventing the industry standard protective mechanisms, such as IP address blocks, despite our efforts in implementing measures to prevent such actions.

129


Table of Contents

Disclosure pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012

We operate in Iran in compliance with applicable economic sanctions and other trade-related laws. We provide telecommunications equipment with ancillary services to various network operator customers and internet service providers through our Networks business. We do not deliver equipment and services to Iran for military purposes, or for the purpose of limiting political discourse, blocking legitimate forms of free speech or conducting surveillance of individuals.

In connection with the business activities relating to Iran, we have two local offices in Iran that employed approximately 80 employees at the end of 20172018 through a branch of a Finnish subsidiary and four employees through a branch of Alcatel Lucent International. Nokia also maintains a shareholdingis the controlling shareholder in Pishahang Communications Network Development Company (“Pishahang”)(Pishahang). Nokia holds 49% of the outstanding shares of Pishahang. The other majorminority shareholder in Pishahang is Information Technology Application Development TACFAM Company (“Tacfam”) which holds 49% of the outstanding shares.(Tacfam). Pishahang has been historically the contracting entity for Nokia in Nokia’s transactions with MTN-Irancell,MTN Irancell, and Pishahang has not pursued, nor does it intend to pursue any other business. In 2018, Nokia entered a two-step transaction with Tacfam, pursuant to which Nokia diluted the stake of Tacfam in Pishahang via a debt conversion into equity. The first step was completed in 2018 and the second step is expected to be completed in 2019. Upon completion of the second step of this transaction, Nokia will have a 90% interest in Pishahang and Tacfam will have a 10% interest.

We continue to maintain routine contacts with governmental agencies in Iran as required, for example, to maintain a legal presence and office facilities in Iran, pay taxes and employ Iranian nationals.

To our knowledge, none of our sales in Iran in 20172018 are required to be disclosed pursuant to ITRA Section 219, with the possible exception of the following:

In 2017,2018, we provided radio, core and transmission equipment, including associated services, to Iranian mobile network operators, Mobile Communications Company of Iran (“MCCI”)(MCCI) and MTN Irancell, and to threeone local internet service providers, Shatel Group, HiWeb and Pars Online, as well as to a consortium formed by Shatel, HiWeb, Pishgaman and Asia Tech.provider HiWeb. We also provided equipment andsome services to local fixed networks operators, Telecommunication Company of Iran (“TCI”)(TCI) and, through a local prime contractor Maskan va Omran Quds Razavi Company, to Telecommunication Infrastructure Company of Iran (“TIC”)(TIC). Also, RFS, a wholly owned subsidiary of NSB, has in 20172018 sold wireless infrastructure products through an Iranian distributor, FourSat Kish. Additionally, in 2017,2018, we purchased certain fixed line telephony services from TCI and mobile phone subscriptions from MCCI.

In 2013, our subsidiary Alcatel-Lucent Deutschland AG (which merged into Nokia Solutions and Networks GmbH & Co. KG in 2017), reached a settlement agreement with Iranian Telecommunication Manufacturing Company Public Stock Corporation (“ITMC”) on claims raised by ITMC related to contracts that were completed prior to 2007 for the delivery of telecommunications equipment and services. In the course of these contracts, performance bonds had been opened between 2001 and 2006 at Bank Tejarat, Bank Saderat and Bank Mellat and had been retained by ITMC as security against their claims. The settlement agreement stipulates that Alcatel-Lucent Deutschland AG shall pay EUR 1.6 million to ITMC as settlement for the claims and that, in return, performance bonds held by ITMC shall be released. In 2017, the performance bonds held by ITMC have been released and the settlement payment has been remitted.

We further maintain, through our branch offices, bank accounts at Bank Tejarat for purposes of carrying out routine financial transactions.

Although it is difficult to evaluate with any reasonable degree of certainty, we have concluded that we cannot exclude the possibility that MCCI, MTN Irancell, TCI, TIC, HiWeb, Shatel, Pishgaman, Asia Tech, Pars Online, ITMC, FourSat Kish or Tacfam is owned or controlled, directly or indirectly, by the government of Iran.

None of these activities involve U.S. affiliates of Nokia, or any persons from the United States.

120


Table of Contents

Nokia does not normally allocate net profit on a country-by-country or activity-by-activity basis, other than as set forth in Nokia's consolidated financial statements prepared in accordance with IFRS. Therefore, for this exercise Nokia will reflect its sales margin in lieu of the net profit / loss. In 2017,2018, we recognized net sales of EUR 3211.5 million and a net profitpositive sale margin of EUR 16.26.33 million from business with MCCI, net sales of EUR 29.835.28 million and a net profitnegative sale margin of EUR 2.58.33 million from business with MTN Irancell, net sales of EUR 10.472.03 million and a net profitnegative sale margin of EUR 3.770.24 million from business with TCI, as well as net sales of EUR 26.030 million and a net profitpositive sale margin of EUR 14.091.79 million from business with TIC. Furthermore, we recognized net sales of EUR 0.115.68 million and a net profitpositive sale margin of EUR 0.053.17 million from business with Pars Online, net sales of EUR 6.9 million and a net profit of EUR 2.7 million from business with HiWeb, and net sales of EUR 9.6 million and a net profit of EUR 2.7 million from business with Shatel. We recognized net sales of EUR 0.21 million and a net profit of EUR 0.08 million with the consortium led by Shatel and HiWeb. Moreover, RFS recognized sales revenue of approximately EUR 0.040.09 million, and net profitpositive sale margin of EUR 0.01 million from business with FourSat Kish.

WeAlthough we evaluate our business activities on an ongoing basis, we currently do not intend to continueaccept any new business in Iran in 2019 and seekintend to expand our business activitiesonly complete existing contractual obligations in Iran in compliance with applicable economic sanctions and other trade-related laws.

Taxation

General

The statements of the United States and Finnish tax laws set out below are based on the laws in force as of the date of this annual report on Form 20‒F and may be subject to any changes in the United States or Finnish law, and in any double taxation convention or treaty between the United States and Finland, occurring after that date, possibly with retroactive effect.

For purposes of this summary, beneficial owners of ADSs that hold the ADSs as capital assets and that are considered residents of the United States for purposes of the current income tax convention between the United States and Finland, signed on September 21, 1989 (as amended by a protocol signed on May 31, 2006), referred to as the “Treaty”, and that are entitled to the benefits of the Treaty under the “Limitation on Benefits” provisions contained in the Treaty, are referred to as “U.S. Holders”. Beneficial owners that are citizens or residents of the United States, corporations created in or organized under U.S. law, and estates or trusts (to the extent their income is subject to U.S. tax either directly or in the hands of beneficiaries) generally will be considered to be residents of the United States under the Treaty. Special rules apply to U.S. Holders that are also residents of Finland and to citizens or residents of the United States that do not maintain a substantial presence, permanent home or habitual abode in the United States. For purposes of this discussion, it is assumed that the Depositary and its custodian will perform all actions as required by the deposit agreement with the Depositary and other related agreements between the Depositary and Nokia.

If a partnership holds ADSs (including for this purpose any entity or arrangement treated as a partnership for U.S. federal income tax purposes), the tax treatment of a partner will depend upon the status of the partner and activities of the partnership. If a U.S. Holder is a partnership or a partner in a partnership that holds ADSs, the holder is urged to consult its own tax advisor regarding the specific tax consequences of owning and disposing of its ADSs.

130


Table of Contents

Because this summary is not exhaustive of all possible tax considerations—considerations - such as situations involving financial institutions, banks, tax‒exempt entities, pension funds, U.S. expatriates, real estate investment trusts, persons that are dealers in securities, persons who own (directly, indirectly or by attribution) 10% or more of the share capital or voting stock of Nokia, persons who acquired their ADSs pursuant to the exercise of employee stock options or otherwise as compensation, or U.S. Holders whose functional currency is not the U.S. dollar, who may be subject to special rules that are not discussed herein—herein - holders of shares or ADSs that are U.S. Holders are advised to satisfy themselves as to the overall U.S. federal, state and local tax consequences, as well as to the overall Finnish and other applicable non‒U.S. tax consequences, of their ownership of ADSs and the underlying shares by consulting their own tax advisors. This summary does not discuss the treatment of ADSs that are held in connection with a permanent establishment or fixed base in Finland, and it does not address the U.S. Medicare tax on certain investment income.

For the purposes of both the Treaty and the U.S. Internal Revenue Code of 1986, as amended, referred to as the “Code”, U.S. Holders of ADSs will be treated as the owners of the underlying shares that are represented by those ADSs. Accordingly, the following discussion, except where otherwise expressly noted, applies equally to U.S. Holders of ADSs, on the one hand, and of shares on the other.

The holders of ADSs will, for Finnish tax purposes, be treated as the owners of the shares that are represented by the ADSs. The Finnish tax consequences to the holders of shares, as discussed below, also apply to the holders of ADSs.

U.S. and Finnish taxation of cash dividends

For U.S. federal income tax purposes, the gross amount of dividends paid to U.S. Holders of shares or ADSs, including any related Finnish withholding tax, generally will be included in gross income as foreign source dividend income. We do not expect to maintain calculations of our earnings and profits under U.S. federal income tax principles; therefore, U.S. Holders should expect that the entire amount of any distribution generally will be reported as dividend income. Dividends will not be eligible for the dividends received deduction allowed to corporations under the Code. The amount includible in income (including any Finnish withholding tax) will equal the U.S. dollar value of the payment, determined at the time such payment is received by the Depositary (in the case of ADSs) or by the U.S. Holder (in the case of shares), regardless of whether the payment is in fact converted into U.S. dollars. Generally, any gain or loss resulting from currency exchange rate fluctuations during the period between the time such payment is received and the date the dividend payment is converted into U.S. dollars will be treated as U.S. source ordinary income or loss to a U.S. Holder.

Special rules govern and specific elections are available to accrual method taxpayers to determine the U.S. dollar amount includible in income in the case of a dividend paid (and taxes withheld) in foreign currency. Accrual basis taxpayers are urged to consult their own tax advisers regarding the requirements and elections applicable in this regard.

Under the Finnish Income Tax Act and Act on Taxation of Non‒residents’ Income, non‒residents of Finland are generally subject to a withholding tax at a rate of 30% payable on dividends paid by a Finnish resident company. However, pursuant to the Treaty, dividends paid to U.S. Holders generally will be subject to Finnish withholding tax at a reduced rate of 15% of the gross amount of the dividend.

Qualifying pension funds are, however, pursuant to the Treaty exempt from Finnish withholding tax. Refer also to “—Finnish withholding taxes on nominee registered shares” below.

121


Table of Contents

Subject to conditions and limitations, Finnish income taxes withheld will be treated as foreign taxes eligible for credit against a U.S. Holder’s U.S. federal income tax liability. Dividends received generally will constitute foreign source “passive category income” for foreign tax credit purposes. In lieu of a credit, a U.S. Holder may elect to deduct all of its foreign taxes provided the deduction is claimed for all of the foreign taxes paid by the U.S. Holder in a particular year. A deduction does not reduce U.S. tax on a dollar‒for‒dollar basis like a tax credit. The deduction, however, is not subject to the limitations applicable to foreign tax credits.

Provided that certain holding period and other requirements are met, certain U.S. Holders (including individuals and some trusts and estates) are eligible for reduced rates of U.S. federal income tax at a maximum rate of 20% in respect of “qualified dividend income”. Dividends that Nokia pays with respect to its shares and ADSs generally will be qualified dividend income if certain holding periods are met and Nokia was neither a passive foreign investment company (“PFIC”)(PFIC) in the year prior to the year in which the dividend was paid nor in the year in which the dividend is paid. Nokia currently believes that dividends paid with respect to its shares and ADSs will constitute qualified dividend income for U.S. federal income tax purposes; however, this is a factual matter and is subject to change. Nokia anticipates that its dividends will be reported as qualified dividends on Forms 1099‒DIV delivered to U.S. Holders. U.S. Holders of shares or ADSs are urged to consult their own tax advisors regarding the availability to them of the reduced dividend tax rate in light of their own particular situation and the computations of their foreign tax credit limitation with respect to any qualified dividends paid to them, as applicable.

We believe we should not be classified as a PFIC for U.S. federal income tax purposes for the taxable year ended December 31, 20172018 and we do not expect to become a PFIC in the foreseeable future. U.S. Holders are advised, however, that this conclusion is a factual determination that must be made annually and thus may be subject to change. If we were to be classified as a PFIC, the tax on distributions on our shares or ADSs and on any gains realized upon the disposition of our shares or ADSs generally would be less favorable than as described herein. Dividends paid by a PFIC are not “qualified dividend income” and are not eligible for reduced rates of taxation. Additionally, U.S. persons that are shareholders in a PFIC generally will be required to file an annual report disclosing the ownership of such shares and certain other information. U.S. Holders should consult their own tax advisors regarding the application of the PFIC rules, including the related reporting requirements),requirements, to their ownership of our shares or ADSs.

Finnish withholding taxes on nominee registered shares

Generally, for U.S. Holders, the reduced 15% withholding tax rate of the Treaty (instead of 30%) is applicable to dividends paid to nominee registered shares only when the conditions of the provisions applied to dividends are met (Section 10b of the Finnish Act on Taxation of Non‒residents’ Income).

According to the provisions, the Finnish account operator and a foreign custodian are required to have a custody agreement, according to which the custodian undertakes to (a) declare the country of residence of the beneficial owner of the dividend, (b) confirm the applicability of the Treaty to the dividend, (c) inform the account operator of any changes to the country of residence or the applicability of the Treaty, and (d) provide the legal identification and address of the beneficial owner of the dividend and a certificate of residence issued by the local tax authorities upon request. It is further required that the foreign custodian is domiciled in a country with which Finland has entered into a treaty for the avoidance of double taxation and that the custodian is entered into the register of foreign custodians maintained by the Finnish tax authorities.

131


Table of Contents

In general, if based on an applicable treaty for the avoidance of double taxation the withholding tax rate for dividends is 15% or higher, the treaty rate may be applied when the aforementioned conditions of the provisions are met (Section 10b of the Finnish Act on Taxation of Non‒residents’ Income). A lower rate than 15% may be applied based on the applicable treaty for the avoidance of double taxation only when the following information on the beneficial owner of the dividend is provided to the payer prior to the dividend payment: name, date of birth or business ID (if applicable) and address in the country of residence.

U.S. and Finnish tax on sale or other disposition

A U.S. Holder generally will recognize taxable capital gain or loss on the sale or other disposition of ADSs in an amount equal to the difference between the U.S. dollar value of the amount realized and the adjusted tax basis (determined in U.S. dollars) in the ADSs. If the ADSs are held as a capital asset, this gain or loss generally will be long‒term capital gain or loss if, at the time of the sale, the ADSs have been held for more than one year. Any capital gain or loss, for foreign tax credit purposes, generally will constitute U.S. source gain or loss. In the case of a U.S. Holder that is an individual, long‒term capital gain generally is subject to U.S. federal income tax at preferential rates. The deductibility of capital losses is subject to significant limitations.

The deposit or withdrawal by a U.S. Holder of shares in exchange for ADSs or of ADSs for shares under the deposit agreement generally will not be subject to U.S. federal income tax or Finnish income tax.

The sale by a U.S. Holder of the ADSs or the underlying shares, other than an individual who, by reason of his residence in Finland for a period exceeding six months, is or becomes liable for Finnish income tax according to the relevant provisions of Finnish tax law, generally will not be subject to income tax in Finland, in accordance with Finnish tax law and the Treaty.

132


Table of Contents

Finnish transfer tax

Transfers of shares and ADSs could be subject to the Finnish transfer tax only when one of the parties to the transfer is subject to Finnish taxation under the Finnish Income Tax Act by virtue of being a resident of Finland or a Finnish branch of a non‒Finnish (a) credit institution (b) investment firm (c) management company of collective investment undertaking or (d) alternative investment fund manager. In accordance with the amendments in the Finnish Transfer Tax Act (applicable from November 9, 2007) no transfer tax is payable on the transfer of publicly traded shares or ADSs (irrespective of whether the transfer is carried out on a stock exchange or not). However, there are certain conditions for the exemption. Prior to the said amendments, transfer tax was not payable on stock exchange transfers. In cases where the transfer tax would be payable, the transfer tax would be 1.6% of the transfer value of the security traded.

122


Table of Contents

Finnish inheritance and gift taxes

A transfer of an underlying share by gift or by reason of the death of a U.S. Holder and the transfer of an ADS are not subject to Finnish gift or inheritance tax provided that none of the deceased person, the donor, the beneficiary of the deceased person or the recipient of the gift is resident in Finland.

Non-residents of the United States

Beneficial owners of ADSs that are not U.S. Holders will not be subject to U.S. federal income tax on dividends received with respect to ADSs unless such dividend income is effectively connected with the conduct of a trade or business within the United States. Similarly, non‒U.S. Holders generally will not be subject to U.S. federal income tax on any gain realized on the sale or other disposition of ADSs, unless (a) the gain is effectively connected with the conduct of a trade or business in the United States or (b) in the case of an individual, that individual is present in the United States for 183 days or more in the taxable year of the disposition and other conditions are met.

The United States information reporting and backup withholding

Dividend payments with respect to shares or ADSs and proceeds from the sale or other disposition of shares or ADSs may be subject to information reporting to the Internal Revenue Service and possible U.S. backup withholding. Backup withholding will not apply to a holder if the holder furnishes a correct taxpayer identification number or certificate of foreign status and makes any other required certification in connection therewith, or if it is a recipient otherwise exempt from backup withholding (such as a corporation). Any U.S. person required to establish their exempt status generally must furnish a duly completed IRS Form W‒9 (Request for Taxpayer Identification Number and Certification). Non‒U.S. holders generally are not subject to U.S. information reporting or backup withholding. However, such holders may be required to provide certification of non‒U.S. status (generally on IRS Form W‒8BEN for individuals and Form W‒8BEN‒E for corporations) in connection with payments received in the United States or through certain U.S.‒related financial intermediaries. Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a holder’s U.S. federal income tax liability, and the holder may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for refund with the Internal Revenue Service and furnishing the proper required information.

133123


 

Table of Contents

Index

Financial statements

 

 

 

 

Contents

 

Consolidated income statement 

135125

Consolidated statement of comprehensive income 

136126

Consolidated statement of financial position 

137127

Consolidated statement of cash flows 

138128

Consolidated statement of changes in shareholders’ equity 

139129

Notes to consolidated financial statements 

140130

1.  Corporate information 

140130

2.  Significant accounting policies 

130

3.  New and amended standards and interpretations

140

3.4.  Use of estimates and critical accounting judgments 

144

5.  Segment information

146

6.  Acquisitions and disposals

149

4.  Segment information7.  Discontinued operations

149

8.  Revenue recognition

150

9.  Expenses by nature 

151

5.  Acquisitions10. Personnel expenses

151

11. Other income and expenses

152

12. Financial income and expenses

152

13. Income taxes 

153

6.  Disposals treated as Discontinued operations14. Earnings per share

155

15. Intangible assets 

156

7.  Revenue recognition16. Property, plant and equipment 

157

8.  Expenses by nature

157

9.  Personnel expenses17. Impairment 

158

10. Other income and expenses

158

11. Financial income and expenses18. Inventories 

159

12. Income taxes

159

13. Earnings per share

162

14. Intangible assets

163

15. Property, plant and equipment

164

16. Impairment

165

17. Inventories

166

18. Allowances for doubtful accounts

167

19. Prepaid expenses and accrued income 

167159

20. Shares of the Parent Company 

168160

21. FairTranslation differences, fair value and other reserves 

169161

22. Other comprehensive income 

170162

23. Interest-bearing liabilities 

171162

24. Fair value of financial instruments 

172164

25. Derivative financial instruments 

174166

26. Share-based payment 

175167

27. Pensions and other post-employment benefits 

177169

28. Accrued expenses, deferred revenue and other liabilities 

184176

29. Provisions 

185177

30. Commitments and contingencies 

187178

31. Notes to the consolidated statement of cash flows 

188178

32. Principal Group companies 

188179

33. Significant partly-owned subsidiaries 

188179

34. Investments in associatesassociated companies and other companiesjoint ventures 

190181

35. Related party transactions 

190181

36. RiskFinancial risk management 

192183

37. Subsequent events

190

Report of Independent Registered Public Accounting Firm 

199191

 

 

134124


 

Table of Contents

Consolidated income statement

 

 

 

 

 

 

 

 

 

 

 

 

 

2017

 

2016(1)

 

2015(1)

For the year ended December 31

 

Notes

 

EURm

 

EURm

 

EURm

Net sales

    

4, 7

    

23 147

    

23 641

    

12 560

Cost of sales

 

8

 

(14 008)

 

(15 117)

 

(6 963)

Gross profit

 

 

 

9 139

 

8 524

 

5 597

Research and development expenses

 

8

 

(4 916)

 

(4 997)

 

(2 080)

Selling, general and administrative expenses

 

8

 

(3 615)

 

(3 767)

 

(1 772)

Other income

 

10

 

363

 

117

 

236

Other expenses

 

8, 10

 

(955)

 

(977)

 

(284)

Operating profit/(loss)

 

  

 

16

 

(1 100)

 

1 697

Share of results of associated companies and joint ventures

 

34

 

11

 

18

 

29

Financial income and expenses

 

11

 

(537)

 

(287)

 

(186)

(Loss)/profit before tax

 

  

 

(510)

 

(1 369)

 

1 540

Income tax (expense)/benefit

 

12

 

(927)

 

457

 

(346)

(Loss)/profit for the year from Continuing operations

 

  

 

(1 437)

 

(912)

 

1 194

(Loss)/profit for the year from Continuing operations attributable to:

 

  

 

  

 

  

 

  

Equity holders of the parent

 

  

 

(1 473)

 

(751)

 

1 192

Non-controlling interests

 

  

 

36

 

(161)

 

 2

(Loss)/profit for the year from Continuing operations

 

  

 

(1 437)

 

(912)

 

1 194

(Loss)/profit for the year from Discontinued operations attributable to:

 

  

 

  

 

  

 

  

Equity holders of the parent

 

  

 

(21)

 

(15)

 

1 274

Non-controlling interests

 

  

 

 –

 

 –

 

 –

(Loss)/profit for the year from Discontinued operations

 

6

 

(21)

 

(15)

 

1 274

(Loss)/profit for the year attributable to:

 

  

 

  

 

  

 

  

Equity holders of the parent

 

  

 

(1 494)

 

(766)

 

2 466

Non-controlling interests

 

  

 

36

 

(161)

 

 2

(Loss)/profit for the year

 

  

 

(1 458)

 

(927)

 

2 468

 

 

 

 

 

 

 

 

 

 

 

  

 

  

 

  

 

  

Earnings per share attributable to equity holders of the parent

 

13

 

EUR

 

EUR

 

EUR

Basic earnings per share

 

  

 

  

 

  

 

  

Continuing operations

 

  

 

(0.26)

 

(0.13)

 

0.32

Discontinued operations

 

  

 

0.00

 

0.00

 

0.35

(Loss)/profit for the year

 

  

 

(0.26)

 

(0.13)

 

0.67

Diluted earnings per share

 

  

 

  

 

  

 

  

Continuing operations

 

  

 

(0.26)

 

(0.13)

 

0.31

Discontinued operations

 

  

 

0.00

 

0.00

 

0.32

(Loss)/profit for the year

 

  

 

(0.26)

 

(0.13)

 

0.63

 

 

 

 

 

 

 

 

 

Average number of shares

 

13

 

000s shares

 

000s shares

 

000s shares

Basic

 

  

 

5 651 814

 

5 732 371

 

3 670 934

Diluted

 

  

 

5 651 814

 

5 741 117

 

3 949 312

(1)

In 2017, the Group adopted a more activity-based allocation method which resulted in changes to allocation and presentation principles of certain costs. In addition, it changed the presentation of certain hedging gains and losses. Comparatives for 2016 and 2015 have been recasted to reflect these changes.

The notes are an integral part of these consolidated financial statements.

135


Table of Contents

Consolidated statement of comprehensive income

 

 

 

 

 

 

 

 

 

 

    

 

    

2017

    

2016

    

2015

For the year ended December 31

 

Notes

 

EURm

 

EURm

 

EURm

(Loss)/profit for the year

 

  

 

(1 458)

 

(927)

 

2 468

Other comprehensive income

 

  

 

  

 

  

 

  

Items that will not be reclassified to profit or loss:

 

  

 

  

 

  

 

  

Remeasurements on defined benefit plans

 

  

 

723

 

613

 

112

Income tax related to items that will not be reclassified to profit or loss

 

  

 

(58)

 

(269)

 

(28)

Items that may be reclassified subsequently to profit or loss:

 

  

 

  

 

  

 

  

Translation differences

 

  

 

(1 819)

 

251

 

(1 054)

Net investment hedges

 

  

 

440

 

(103)

 

322

Cash flow hedges

 

  

 

35

 

14

 

(5)

Available-for-sale investments

 

  

 

(88)

 

(75)

 

113

Other (decrease)/increase, net

 

  

 

(1)

 

(6)

 

 2

Income tax related to items that may be reclassified subsequently to profit or loss

 

  

 

(92)

 

20

 

(88)

Other comprehensive (loss)/income, net of tax

 

22

 

(860)

 

445

 

(626)

Total comprehensive (loss)/income for the year

 

  

 

(2 318)

 

(482)

 

1 842

Attributable to:

 

  

 

  

 

  

 

  

Equity holders of the parent

 

  

 

(2 304)

 

(277)

 

1 837

Non-controlling interests

 

  

 

(14)

 

(205)

 

 5

Total comprehensive (loss)/income for the year

 

  

 

(2 318)

 

(482)

 

1 842

Attributable to equity holders of the parent:

 

  

 

  

 

  

 

  

Continuing operations

 

  

 

(2 283)

 

(262)

 

1 513

Discontinued operations

 

  

 

(21)

 

(15)

 

324

Total attributable to equity holders of the parent

 

  

 

(2 304)

 

(277)

 

1 837

Attributable to non-controlling interests:

 

  

 

  

 

  

 

  

Continuing operations

 

  

 

(14)

 

(205)

 

 5

Discontinued operations

 

  

 

 –

 

 –

 

 –

Total attributable to non-controlling interests

 

  

 

(14)

 

(205)

 

 5

 

 

 

 

 

 

 

 

 

 

 

 

 

2018

 

2017

 

2016

For the year ended December 31

 

Notes

 

EURm

 

EURm

 

EURm

Net sales

    

5, 8

    

22 563

    

23 147

    

23 641

Cost of sales

 

9

 

(14 117)

 

(14 008)

 

(15 117)

Gross profit

 

 

 

8 446

 

9 139

 

8 524

Research and development expenses

 

9

 

(4 620)

 

(4 916)

 

(4 997)

Selling, general and administrative expenses

 

9

 

(3 463)

 

(3 615)

 

(3 767)

Other income

 

11

 

290

 

363

 

117

Other expenses

 

9, 11

 

(712)

 

(955)

 

(977)

Operating (loss)/profit

 

  

 

(59)

 

16

 

(1 100)

Share of results of associated companies and joint ventures

 

34

 

12

 

11

 

18

Financial income and expenses

 

12

 

(313)

 

(537)

 

(287)

Loss before tax

 

  

 

(360)

 

(510)

 

(1 369)

Income tax (expense)/benefit

 

13

 

(189)

 

(927)

 

457

Loss for the year from Continuing operations

 

  

 

(549)

 

(1 437)

 

(912)

Loss for the year from Continuing operations attributable to:

 

  

 

  

 

  

 

  

Equity holders of the parent

 

  

 

(554)

 

(1 473)

 

(751)

Non-controlling interests

 

  

 

 5

 

36

 

(161)

Loss for the year from Continuing operations

 

  

 

(549)

 

(1 437)

 

(912)

Profit/(loss) for the year from Discontinued operations attributable to:

 

  

 

  

 

  

 

  

Equity holders of the parent

 

  

 

214

 

(21)

 

(15)

Non-controlling interests

 

  

 

 –

 

 –

 

 –

Profit/(loss) for the year from Discontinued operations

 

7

 

214

 

(21)

 

(15)

Loss for the year attributable to:

 

  

 

  

 

  

 

  

Equity holders of the parent

 

  

 

(340)

 

(1 494)

 

(766)

Non-controlling interests

 

  

 

 5

 

36

 

(161)

Loss for the year

 

  

 

(335)

 

(1 458)

 

(927)

 

 

 

 

 

 

 

 

 

 

 

  

 

  

 

  

 

  

Earnings per share attributable to equity holders of the parent

 

14

 

EUR

 

EUR

 

EUR

Basic earnings per share

 

  

 

  

 

  

 

  

Continuing operations

 

  

 

(0.10)

 

(0.26)

 

(0.13)

Discontinued operations

 

  

 

0.04

 

0.00

 

0.00

Loss for the year

 

  

 

(0.06)

 

(0.26)

 

(0.13)

Diluted earnings per share

 

  

 

  

 

  

 

  

Continuing operations

 

  

 

(0.10)

 

(0.26)

 

(0.13)

Discontinued operations

 

  

 

0.04

 

0.00

 

0.00

Loss for the year

 

  

 

(0.06)

 

(0.26)

 

(0.13)

 

 

 

 

 

 

 

 

 

Average number of shares

 

14

 

000s shares

 

000s shares

 

000s shares

Basic

 

  

 

 

 

 

 

 

Continuing operations

 

  

 

5 588 020

 

5 651 814

 

5 732 371

Discontinued operations

 

  

 

5 588 020

 

5 651 814

 

5 732 371

Loss for the year

 

  

 

5 588 020

 

5 651 814

 

5 732 371

Diluted

 

  

 

 

 

 

 

 

Continuing operations

 

  

 

5 588 020

 

5 651 814

 

5 741 117

Discontinued operations

 

  

 

5 612 477

 

5 651 814

 

5 741 117

Loss for the year

 

  

 

5 588 020

 

5 651 814

 

5 741 117

 

The notes are an integral part of these consolidated financial statements.

136125


 

Table of Contents

Consolidated statement of financial positioncomprehensive income

 

 

 

 

 

 

 

 

 

 

 

2017

 

2016

As of December 31

 

Notes

 

EURm

 

EURm

ASSETS

    

  

    

  

    

  

Non-current assets

 

  

 

  

 

  

Intangible assets

 

14, 16

 

9 219

 

10 960

Property, plant and equipment

 

15

 

1 853

 

1 981

Investments in associated companies and joint ventures

 

34

 

128

 

116

Available-for-sale investments

 

24

 

816

 

1 040

Deferred tax assets

 

12

 

4 582

 

5 701

Other non-current financial assets

 

24, 36

 

215

 

254

Defined benefit pension assets

 

27

 

3 979

 

3 802

Other non-current assets

 

19

 

368

 

328

Total non-current assets

 

  

 

21 160

 

24 182

Current assets

 

  

 

  

 

  

Inventories

 

17

 

2 646

 

2 506

Accounts receivable, net of allowances for doubtful accounts

 

18, 24, 36

 

6 880

 

6 972

Prepaid expenses and accrued income

 

19

 

1 259

 

1 296

Current income tax assets

 

  

 

474

 

279

Other financial assets

 

24, 25, 36

 

302

 

296

Investments at fair value through profit and loss, liquid assets

 

24, 36

 

 –

 

327

Available-for-sale investments, liquid assets

 

24, 36

 

911

 

1 502

Cash and cash equivalents

 

24, 36

 

7 369

 

7 497

Total current assets

 

  

 

19 841

 

20 675

Assets held for sale

 

  

 

23

 

44

Total assets

 

  

 

41 024

 

44 901

SHAREHOLDERS' EQUITY AND LIABILITIES

 

  

 

  

 

  

Capital and reserves attributable to equity holders of the parent

 

  

 

  

 

  

Share capital

 

20

 

246

 

246

Share issue premium

 

  

 

447

 

439

Treasury shares

 

  

 

(1 480)

 

(881)

Translation differences

 

21

 

(932)

 

483

Fair value and other reserves

 

21

 

1 094

 

488

Reserve for invested non-restricted equity

 

  

 

15 616

 

15 731

Retained earnings

 

  

 

1 147

 

3 588

Total capital and reserves attributable to equity holders of the parent

 

  

 

16 138

 

20 094

Non-controlling interests

 

  

 

80

 

881

Total equity

 

  

 

16 218

 

20 975

Non-current liabilities

 

  

 

  

 

  

Long-term interest-bearing liabilities

 

23, 24, 36

 

3 457

 

3 657

Deferred tax liabilities

 

12

 

413

 

403

Defined benefit pension and post-retirement liabilities

 

27

 

4 440

 

5 000

Deferred revenue and other long-term liabilities

 

24, 28

 

2 986

 

1 453

Provisions

 

29

 

766

 

808

Total non-current liabilities

 

  

 

12 062

 

11 321

Current liabilities

 

  

 

  

 

  

Short-term interest-bearing liabilities

 

23, 24, 36

 

309

 

370

Other financial liabilities

 

24, 25, 36

 

268

 

236

Current income tax liabilities

 

  

 

383

 

536

Accounts payable

 

24, 36

 

3 996

 

3 781

Accrued expenses, deferred revenue and other liabilities

 

28

 

6 666

 

6 412

Provisions

 

29

 

1 122

 

1 270

Total current liabilities

 

  

 

12 744

 

12 605

Total liabilities

 

  

 

24 806

 

23 926

Total shareholders' equity and liabilities

 

  

 

41 024

 

44 901

 

 

 

 

 

 

 

 

 

 

    

 

    

2018

    

2017

    

2016

For the year ended December 31

 

Notes

 

EURm

 

EURm

 

EURm

Loss for the year

 

  

 

(335)

 

(1 458)

 

(927)

Other comprehensive income

 

  

 

  

 

  

 

  

Items that will not be reclassified to profit or loss:

 

  

 

  

 

  

 

  

Remeasurements of defined benefit plans

 

  

 

388

 

723

 

613

Income tax related to items that will not be reclassified to profit or loss

 

  

 

(90)

 

(58)

 

(269)

Items that may be reclassified subsequently to profit or loss:

 

  

 

  

 

  

 

  

Translation differences

 

  

 

401

 

(1 819)

 

251

Net investment hedges

 

  

 

(73)

 

440

 

(103)

Cash flow and other hedges

 

  

 

(53)

 

35

 

14

Financial assets at fair value through other comprehensive income

 

 

 

(45)

 

 –

 

 –

Available-for-sale investments

 

  

 

 –

 

(88)

 

(75)

Other increase/(decrease), net

 

  

 

 1

 

(1)

 

(6)

Income tax related to items that may be reclassified subsequently to profit or loss

 

  

 

33

 

(92)

 

20

Other comprehensive income/(loss), net of tax

 

22

 

562

 

(860)

 

445

Total comprehensive income/(loss) for the year

 

  

 

227

 

(2 318)

 

(482)

Attributable to:

 

  

 

 

 

 

 

 

Equity holders of the parent

 

  

 

221

 

(2 304)

 

(277)

Non-controlling interests

 

  

 

 6

 

(14)

 

(205)

Total comprehensive income/(loss) for the year

 

  

 

227

 

(2 318)

 

(482)

Attributable to equity holders of the parent:

 

  

 

 

 

 

 

 

Continuing operations

 

  

 

 7

 

(2 283)

 

(262)

Discontinued operations

 

  

 

214

 

(21)

 

(15)

Total attributable to equity holders of the parent

 

  

 

221

 

(2 304)

 

(277)

Attributable to non-controlling interests:

 

  

 

 

 

 

 

 

Continuing operations

 

  

 

 6

 

(14)

 

(205)

Discontinued operations

 

  

 

 –

 

 –

 

 –

Total attributable to non-controlling interests

 

  

 

 6

 

(14)

 

(205)

 

The notes are an integral part of these consolidated financial statements.

137126


 

Table of Contents

Consolidated statement of financial position

 

 

 

 

 

 

 

 

 

 

 

2018

 

2017

As of December 31

 

Notes

 

EURm

 

EURm

ASSETS

    

  

    

  

    

  

Non-current assets

 

  

 

  

 

  

Intangible assets

 

15, 17

 

8 805

 

9 219

Property, plant and equipment

 

16, 17

 

1 790

 

1 853

Investments in associated companies and joint ventures

 

34

 

145

 

128

Non-current financial investments(1)

 

24

 

690

 

816

Deferred tax assets

 

13

 

4 911

 

4 582

Other non-current financial assets

 

24, 36

 

373

 

215

Defined benefit pension assets

 

27

 

4 224

 

3 979

Other non-current assets

 

19

 

308

 

368

Total non-current assets

 

  

 

21 246

 

21 160

Current assets

 

  

 

  

 

  

Inventories

 

18

 

3 168

 

2 646

Trade receivables

 

24, 36

 

4 856

 

6 880

Contract assets

 

8, 36

 

1 875

 

 –

Prepaid expenses and accrued income

 

19

 

1 024

 

1 259

Current income tax assets

 

  

 

227

 

474

Other financial assets

 

24, 25, 36

 

243

 

302

Current financial investments(1)

 

24, 36

 

612

 

911

Cash and cash equivalents

 

24, 36

 

6 261

 

7 369

Total current assets

 

  

 

18 266

 

19 841

Assets held for sale

 

  

 

 5

 

23

Total assets

 

  

 

39 517

 

41 024

SHAREHOLDERS' EQUITY AND LIABILITIES

 

  

 

  

 

  

Capital and reserves attributable to equity holders of the parent

 

  

 

  

 

  

Share capital

 

20

 

246

 

246

Share issue premium

 

  

 

436

 

447

Treasury shares

 

  

 

(408)

 

(1 480)

Translation differences

 

21

 

(592)

 

(932)

Fair value and other reserves

 

21

 

1 063

 

1 094

Reserve for invested unrestricted equity

 

  

 

15 606

 

15 616

(Accumulated deficit)/retained earnings

 

  

 

(1 062)

 

1 147

Total capital and reserves attributable to equity holders of the parent

 

  

 

15 289

 

16 138

Non-controlling interests

 

  

 

82

 

80

Total equity

 

  

 

15 371

 

16 218

Non-current liabilities

 

  

 

  

 

  

Long-term interest-bearing liabilities

 

23, 24, 36

 

2 828

 

3 457

Deferred tax liabilities

 

13

 

350

 

413

Defined benefit pension and post-retirement liabilities

 

27

 

4 327

 

4 440

Contract liabilities

 

8

 

1 113

 

 –

Deferred revenue and other long-term liabilities

 

24, 28

 

852

 

2 986

Provisions

 

29

 

572

 

766

Total non-current liabilities

 

  

 

10 042

 

12 062

Current liabilities

 

  

 

  

 

  

Short-term interest-bearing liabilities

 

23, 24, 36

 

994

 

309

Other financial liabilities

 

24, 25, 36

 

891

 

268

Current income tax liabilities

 

  

 

268

 

383

Trade payables

 

24, 36

 

4 773

 

3 996

Contract liabilities

 

8

 

2 383

 

 –

Accrued expenses, deferred revenue and other liabilities

 

28

 

3 940

 

6 666

Provisions

 

29

 

855

 

1 122

Total current liabilities

 

  

 

14 104

 

12 744

Total liabilities

 

  

 

24 146

 

24 806

Total shareholders' equity and liabilities

 

  

 

39 517

 

41 024

(1)Related to the adoption of IFRS 9, Financial Instruments on January 1, 2018, financial instruments previously presented within “Available for sale investments" are now presented within "Non-current financial investments", and financial instruments previously presented within "Available for sale investments, liquid assets" and “Investments at fair value though profit and loss, liquid assets” are now presented within "Current financial investments". Despite the changes in the presentation of comparatives, IFRS 9 has not been adopted retrospectively.

The notes are an integral part of these consolidated financial statements.

127


Table of Contents

Consolidated statement of cash flows

 

 

 

 

 

 

 

 

 

 

    

 

    

2017

    

2016

    

2015

For the year ended December 31

 

Notes

 

EURm

 

EURm

 

EURm

Cash flow from operating activities

 

  

 

  

 

  

 

  

(Loss)/profit for the year

 

  

 

(1 458)

 

(927)

 

2 468

Adjustments, total

 

31

 

3 583

 

2 407

 

(261)

Change in net working capital

 

31

 

597

 

(2 207)

 

(1 377)

Cash from/(used in) operations

 

  

 

2 722

 

(727)

 

830

Interest received

 

  

 

53

 

85

 

62

Interest paid

 

  

 

(409)

 

(309)

 

(99)

Income taxes paid, net

 

  

 

(555)

 

(503)

 

(290)

Net cash from/(used in) operating activities

 

  

 

1 811

 

(1 454)

 

503

Cash flow from investing activities

 

  

 

  

 

  

 

  

Acquisition of businesses, net of acquired cash

 

  

 

(394)

 

5 819

 

(98)

Purchase of current available-for-sale investments, liquid assets(1)

 

  

 

(2 729)

 

(4 131)

 

(3 133)

Purchase of investments at fair value through profit and loss, liquid assets

 

  

 

 –

 

 –

 

(311)

Purchase of non-current available-for-sale investments

 

  

 

(104)

 

(73)

 

(88)

Purchase of shares in associated companies

 

 

 

(10)

 

 –

 

 –

(Payment of)/proceeds from other long-term loans receivable

 

  

 

(2)

 

11

 

(2)

Proceeds from/(payment of) short-term loans receivable

 

  

 

 2

 

19

 

(17)

Purchases of property, plant and equipment, and intangible assets

 

  

 

(601)

 

(477)

 

(314)

Proceeds from disposal of businesses, net of disposed cash

 

  

 

(16)

 

 6

 

2 586

Proceeds from disposal of shares in associated companies

 

  

 

 –

 

10

 

 –

Proceeds from maturities and sale of current available-for-sale investments, liquid assets(1)

 

  

 

3 265

 

5 121

 

3 074

Proceeds from maturities and sale of investments at fair value through profit and loss, liquid assets

 

  

 

324

 

368

 

48

Proceeds from sale of non-current available-for-sale investments

 

  

 

207

 

134

 

149

Proceeds from sale of property, plant and equipment and other intangible assets

 

  

 

67

 

28

 

 –

Dividends received

 

  

 

 1

 

 1

 

 2

Net cash from investing activities

 

  

 

10

 

6 836

 

1 896

Cash flow from financing activities

 

  

 

  

 

  

 

  

Proceeds from stock option exercises

 

  

 

 1

 

 6

 

 4

Purchase of treasury shares

 

  

 

(785)

 

(216)

 

(173)

Purchase of equity instruments of subsidiaries(1)

 

  

 

(38)

 

(724)

 

(52)

Proceeds from long-term borrowings

 

  

 

2 129

 

225

 

232

Repayment of long-term borrowings(1)

 

  

 

(2 044)

 

(2 599)

 

(24)

Repayment of short-term borrowings

 

  

 

(42)

 

(100)

 

(55)

Dividends paid and other contributions to shareholders

 

  

 

(970)

 

(1 515)

 

(512)

Net cash used in financing activities

 

  

 

(1 749)

 

(4 923)

 

(580)

Translation differences

 

  

 

(200)

 

43

 

 6

Net (decrease)/increase in cash and cash equivalents

 

  

 

(128)

 

502

 

1 825

Cash and cash equivalents as of January 1

 

  

 

7 497

 

6 995

 

5 170

Cash and cash equivalents as of December 31

 

  

 

7 369

 

7 497

 

6 995

 

 

 

 

 

 

 

 

 

 

    

 

    

2018

    

2017(2)

    

2016(2)

For the year ended December 31

 

Notes

 

EURm

 

EURm

 

EURm

Cash flow from operating activities

 

  

 

  

 

  

 

  

Loss for the year

 

  

 

(335)

 

(1 458)

 

(927)

Adjustments, total

 

31

 

2 093

 

3 676

 

2 387

Change in net working capital(1)

 

 

 

 

 

 

 

 

Decrease/(increase) in receivables

 

 

 

246

 

(421)

 

18

(Increase)/decrease in inventories

 

 

 

(544)

 

(296)

 

533

(Decrease)/increase in non-interest bearing liabilities

 

 

 

(645)

 

1 221

 

(2 738)

Cash from/(used in) operations

 

  

 

815

 

2 722

 

(727)

Interest received

 

  

 

68

 

53

 

85

Interest paid

 

  

 

(159)

 

(409)

 

(309)

Income taxes paid, net

 

  

 

(364)

 

(555)

 

(503)

Net cash from/(used in) operating activities

 

  

 

360

 

1 811

 

(1 454)

Cash flow from investing activities

 

  

 

  

 

  

 

  

Purchase of property, plant and equipment and intangible assets

 

  

 

(672)

 

(601)

 

(477)

Proceeds from sale of property, plant and equipment and intangible assets

 

  

 

88

 

67

 

28

Acquisition of businesses, net of acquired cash

 

  

 

(31)

 

(394)

 

5 819

Proceeds from disposal of businesses, net of disposed cash

 

  

 

(18)

 

(16)

 

 6

Purchase of current financial investments(3)

 

 

 

(2 104)

 

(2 729)

 

(4 131)

Proceeds from maturities and sale of current financial investments(3)

 

  

 

2 397

 

3 589

 

5 489

Purchase of non-current financial investments

 

  

 

(145)

 

(104)

 

(73)

Proceeds from sale of non-current financial investments

 

  

 

170

 

207

 

134

Other

 

  

 

 –

 

(9)

 

41

Net cash (used in)/from investing activities

 

  

 

(315)

 

10

 

6 836

Cash flow from financing activities

 

  

 

  

 

  

 

  

Proceeds from stock option exercises

 

  

 

 1

 

 1

 

 6

Purchase of treasury shares

 

  

 

 –

 

(785)

 

(216)

Purchase of equity instruments of subsidiaries(3)

 

  

 

 1

 

(38)

 

(724)

Proceeds from long-term borrowings

 

  

 

139

 

2 129

 

225

Repayment of long-term borrowings(3)

 

  

 

(31)

 

(2 044)

 

(2 599)

Proceeds from/(repayment) of short-term borrowings

 

  

 

 2

 

(42)

 

(100)

Dividends paid

 

  

 

(1 081)

 

(970)

 

(1 515)

Net cash used in financing activities

 

  

 

(969)

 

(1 749)

 

(4 923)

Translation differences

 

  

 

(184)

 

(200)

 

43

Net (decrease)/increase in cash and cash equivalents

 

  

 

(1 108)

 

(128)

 

502

Cash and cash equivalents as of January 1

 

  

 

7 369

 

7 497

 

6 995

Cash and cash equivalents as of December 31

 

  

 

6 261

 

7 369

 

7 497

(1)Net working capital includes both short-term and long-term items.

(2)Comparatives for 2017 and 2016 have been recasted to reflect the change in the presentation of operating and investing cash flows in 2018. The change was made to simplify the presentation and did not have an impact on net cash used in operating or net cash used in investing activities.

(3)In 2016, Alcatel Lucent ordinary shares and ADSs and OCEANEs acquired in cash by the Group subsequent to the closing of the reopened exchange offer are presented within cash flow from financing activities as purchase of equity instruments of subsidiaries and repayment of long-term borrowings, respectively. In relation to the Public Buy-Out offer/Squeeze-Out, the Group’s pledged cash asset of EUR 724 million to cover the purchase of the remaining Alcatel Lucent securities was recorded within cash flow from investing activities as purchase of current financial investments. The amount of pledged cash released upon acquisition of Alcatel Lucent securities of EUR 724 million was recorded within cash flow from investing activities as proceeds from maturities and sale of current financial investments.

(1)

In 2016, Alcatel Lucent ordinary shares and ADSs and OCEANEs acquired in cash by the Group subsequent to the closing of the reopened exchange offer are presented within cash flow from financing activities as purchase of equity instruments of subsidiaries and repayment of long-term borrowings, respectively. In relation to the Public Buy-Out offer/Squeeze-Out, the Group’s pledged cash asset of EUR 724 million to cover the purchase of the remaining Alcatel Lucent securities was recorded within cash flow from investing activities as purchase of current available-for-sale investments, liquid assets. The amount of pledged cash released upon acquisition of Alcatel Lucent securities of EUR 724 million was recorded within cash flow from investing activities as proceeds from maturities and sale of current available-for-sale investments, liquid assets.

The consolidated statement of cash flows combines cash flows from both the Continuing and the Discontinued operations. Refer to Note 6, Disposals treated as7, Discontinued operations.

The amounts in the consolidated statement of cash flows cannot be directly traced from the consolidated statement of financial position without additional information on the acquisitions and disposals of subsidiaries and the net foreign exchange differences arising on consolidation.

The notes are an integral part of these consolidated financial statements.statements.

 

138128


 

Table of Contents

Consolidated statement of changes in shareholders’ equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

  

Number 

  

 

  

 

  

 

  

 

  

 

  

Reserve for

  

 

  

 

  

 

  

 

 

 

 

 

of shares 

 

 

 

Share

 

 

 

 

 

Fair value 

 

 invested

 

 

 

Equity

 

Non-

 

 

 

 

 

 

outstanding

 

Share

 

 issue

 

Treasury

 

Translation 

 

and other

 

non-restricted

 

Retained

 

 holders of

 

controlling 

 

 

EURm

 

Notes

 

 000s

 

 capital

 

 premium

 

 shares

 

differences 

 

 reserves 

 

 equity

 

 earnings

 

  the parent

 

interests

 

Total

As of January 1, 2015

 

  

 

3 648 143

 

246

 

439

 

(988)

 

1 099

 

22

 

3 083

 

4 710

 

8 611

 

58

 

8 669

Remeasurements of defined benefit plans, net of tax

 

21

 

  

 

  

 

  

 

  

 

  

 

85

 

  

 

(7)

 

78

 

  

 

78

Translation differences

 

21

 

  

 

  

 

  

 

  

 

(1 057)

 

  

 

  

 

  

 

(1 057)

 

 4

 

(1 053)

Net investment hedge gains, net of tax

 

21

 

  

 

  

 

  

 

  

 

252

 

  

 

  

 

  

 

252

 

  

 

252

Cash flow hedges, net of tax

 

21

 

  

 

  

 

  

 

  

 

  

 

(4)

 

  

 

  

 

(4)

 

  

 

(4)

Available-for-sale investments, net of tax

 

21

 

  

 

  

 

  

 

  

 

  

 

95

 

  

 

  

 

95

 

  

 

95

Other increase, net

 

  

 

  

 

  

 

  

 

  

 

  

 

 6

 

  

 

 1

 

 7

 

(1)

 

 6

Profit for the year

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

2 466

 

2 466

 

 2

 

2 468

Total comprehensive income/(loss) for the year

 

  

 

  

 

 –

 

 –

 

 –

 

(805)

 

182

 

 –

 

2 460

 

1 837

 

 5

 

1 842

Share-based payment

 

  

 

  

 

  

 

34

 

  

 

  

 

  

 

  

 

  

 

34

 

  

 

34

Excess tax benefit on share-based payment

 

  

 

  

 

  

 

(2)

 

  

 

  

 

  

 

  

 

  

 

(2)

 

  

 

(2)

Settlement of performance and restricted shares

 

  

 

1 281

 

  

 

(12)

 

24

 

  

 

  

 

(16)

 

  

 

(4)

 

  

 

(4)

Acquisition of treasury shares

 

  

 

(24 516)

 

  

 

  

 

(174)

 

  

 

  

 

  

 

  

 

(174)

 

  

 

(174)

Cancellation of treasury shares

 

  

 

  

 

  

 

  

 

427

 

  

 

  

 

  

 

(427)

 

 –

 

  

 

 –

Stock options excercised

 

  

 

1 042

 

  

 

  

 

  

 

  

 

  

 

 4

 

  

 

 4

 

  

 

 4

Dividends(1)

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

(507)

 

(507)

 

(5)

 

(512)

Acquisition of non-controlling interests

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

(15)

 

(15)

 

(37)

 

(52)

Convertible bond - equity component

 

  

 

  

 

  

 

(57)

 

  

 

  

 

  

 

  

 

57

 

 –

 

  

 

 –

Convertible bond - conversion to equity

 

  

 

313 681

 

  

 

(30)

 

  

 

  

 

  

 

750

 

  

 

720

 

  

 

720

Other movements

 

  

 

(436)

 

  

 

 8

 

(7)

 

(2)

 

  

 

(1)

 

 1

 

(1)

 

  

 

(1)

Total other equity movements

 

  

 

  

 

 –

 

(59)

 

270

 

(2)

 

 –

 

737

 

(891)

 

55

 

(42)

 

13

As of December 31, 2015

 

  

 

3 939 195

 

246

 

380

 

(718)

 

292

 

204

 

3 820

 

6 279

 

10 503

 

21

 

10 524

Remeasurements of defined benefit plans, net of tax

 

21

 

  

 

  

 

  

 

  

 

  

 

348

 

  

 

  

 

348

 

(4)

 

344

Translation differences

 

21

 

  

 

  

 

  

 

  

 

289

 

  

 

  

 

  

 

289

 

(38)

 

251

Net investment hedge losses, net of tax

 

21

 

  

 

  

 

  

 

  

 

(83)

 

  

 

  

 

  

 

(83)

 

  

 

(83)

Cash flow hedges, net of tax

 

21

 

  

 

  

 

  

 

  

 

  

 

12

 

  

 

  

 

12

 

  

 

12

Available-for-sale investments, net of tax

 

21

 

  

 

  

 

  

 

  

 

  

 

(73)

 

  

 

  

 

(73)

 

  

 

(73)

Other decrease, net

 

  

 

  

 

  

 

  

 

  

 

  

 

(1)

 

  

 

(3)

 

(4)

 

(2)

 

(6)

Loss for the year

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

(766)

 

(766)

 

(161)

 

(927)

Total comprehensive income/(loss) for the year

 

  

 

  

 

 –

 

 –

 

 –

 

206

 

286

 

 –

 

(769)

 

(277)

 

(205)

 

(482)

Share-based payment

 

  

 

  

 

  

 

117

 

  

 

  

 

  

 

  

 

  

 

117

 

  

 

117

Excess tax benefit on share-based payment

 

  

 

  

 

  

 

(6)

 

  

 

  

 

  

 

  

 

  

 

(6)

 

  

 

(6)

Settlement of performance and restricted shares

 

  

 

3 408

 

  

 

(22)

 

68

 

  

 

  

 

(52)

 

  

 

(6)

 

  

 

(6)

Acquisition of treasury shares

 

20

 

(54 296)

 

  

 

  

 

(231)

 

  

 

  

 

  

 

  

 

(231)

 

  

 

(231)

Stock options excercised

 

  

 

1 074

 

  

 

 3

 

  

 

  

 

  

 

 3

 

  

 

 6

 

  

 

 6

Dividends(1)

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

(1 501)

 

(1 501)

 

(14)

 

(1 515)

Acquisitions through business combinations

 

 5

 

1 765 358

 

  

 

  

 

  

 

  

 

  

 

11 616

 

  

 

11 616

 

1 714

 

13 330

Equity issuance costs related to acquisitions

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

(16)

 

  

 

(16)

 

  

 

(16)

Acquisition of non-controlling interests

 

  

 

65 778

 

  

 

  

 

  

 

(15)

 

(2)

 

359

 

(459)

 

(117)

 

(635)

 

(752)

Vested portion of share-based payment awards related to acquisitions

 

 5

 

  

 

  

 

 6

 

  

 

  

 

  

 

  

 

  

 

 6

 

  

 

 6

Convertible bond - equity component

 

  

 

  

 

  

 

(38)

 

  

 

  

 

  

 

  

 

38

 

 –

 

  

 

 –

Other movements

 

  

 

(14)

 

  

 

(1)

 

  

 

  

 

  

 

 1

 

  

 

 –

 

  

 

 –

Total other equity movements

 

  

 

  

 

 –

 

59

 

(163)

 

(15)

 

(2)

 

11 911

 

(1 922)

 

9 868

 

1 065

 

10 933

As of December 31, 2016

 

  

 

5 720 503

 

246

 

439

 

(881)

 

483

 

488

 

15 731

 

3 588

 

20 094

 

881

 

20 975

Remeasurements of defined benefit plans, net of tax

 

21

 

 

 

 

 

 

 

 

 

 

 

662

 

 

 

 

 

662

 

 

 

662

Translation differences

 

21

 

 

 

 

 

 

 

 

 

(1 768)

 

 

 

 

 

 

 

(1 768)

 

(50)

 

(1 818)

Net investment hedge losses, net of tax

 

21

 

 

 

 

 

 

 

 

 

352

 

 

 

 

 

 

 

352

 

 

 

352

Cash flow hedges, net of tax

 

21

 

 

 

 

 

 

 

 

 

 

 

28

 

 

 

 

 

28

 

 

 

28

Available-for-sale investments, net of tax

 

21

 

 

 

 

 

 

 

 

 

 

 

(86)

 

 

 

 

 

(86)

 

 

 

(86)

Other increase, net

 

  

 

 

 

 

 

 

 

 

 

 

 

 2

 

 

 

 

 

 2

 

 

 

 2

Loss for the year

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1 494)

 

(1 494)

 

36

 

(1 458)

Total comprehensive (loss)/income for the year

 

  

 

 

 

 –

 

 –

 

 –

 

(1 416)

 

606

 

 –

 

(1 494)

 

(2 304)

 

(14)

 

(2 318)

Share-based payment

 

  

 

 

 

 

 

92

 

 

 

 

 

 

 

 

 

 

 

92

 

 

 

92

Excess tax benefit on share-based payment

 

  

 

 

 

 

 

(7)

 

 

 

 

 

 

 

 

 

 

 

(7)

 

 

 

(7)

Settlement of performance and restricted shares

 

20

 

12 199

 

 

 

(79)

 

170

 

 

 

 

 

(116)

 

 

 

(25)

 

 

 

(25)

Acquisition of treasury shares

 

20

 

(153 601)

 

 

 

 

 

(769)

 

 

 

 

 

 

 

 

 

(769)

 

 

 

(769)

Stock options excercised

 

20

 

416

 

 

 

 

 

 

 

 

 

 

 

 1

 

 

 

 1

 

 

 

 1

Dividends(1)

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(963)

 

(963)

 

(7)

 

(970)

Acquisitions through business combinations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 –

 

17

 

17

Acquisition of non-controlling interests

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12

 

12

 

(788)

 

(776)

Disposal of subsidiaries

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 –

 

(9)

 

(9)

Other movements

 

  

 

 

 

 

 

 2

 

 

 

 1

 

 

 

 

 

 4

 

 7

 

 

 

 7

Total other equity movements

 

  

 

 

 

 –

 

 8

 

(599)

 

 1

 

 –

 

(115)

 

(947)

 

(1 652)

 

(787)

 

(2 439)

As of December 31, 2017

 

  

 

5 579 517

 

246

 

447

 

(1 480)

 

(932)

 

1 094

 

15 616

 

1 147

 

16 138

 

80

 

16 218

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

  

Number 

  

 

  

 

  

 

  

 

  

 

  

Reserve for

  

(Accumulated

  

Attributable

  

 

  

 

 

 

 

 

of shares 

 

 

 

Share

 

 

 

 

 

Fair value 

 

 invested

 

deficit) /

 

to equity

 

Non-

 

 

 

 

 

 

outstanding

 

Share

 

 issue

 

Treasury

 

Translation 

 

and other

 

unrestricted

 

Retained

 

 holders of

 

controlling 

 

Total

EURm

 

Notes

 

 000s

 

 capital

 

 premium

 

 shares

 

differences 

 

 reserves 

 

 equity

 

 earnings

 

  the parent

 

interests

 

equity

As of January 1, 2016

 

  

 

3 939 195

 

246

 

380

 

(718)

 

292

 

204

 

3 820

 

6 279

 

10 503

 

21

 

10 524

Remeasurements of defined benefit pension plans, net of tax

 

21

 

  

 

 

 

 

 

 

 

 

 

348

 

 

 

 

 

348

 

(4)

 

344

Translation differences

 

21

 

  

 

 

 

 

 

 

 

289

 

 

 

 

 

 

 

289

 

(38)

 

251

Net investment hedges, net of tax

 

21

 

  

 

 

 

 

 

 

 

(83)

 

 

 

 

 

 

 

(83)

 

 

 

(83)

Cash flow hedges, net of tax

 

21

 

  

 

 

 

 

 

 

 

 

 

12

 

 

 

 

 

12

 

 

 

12

Available-for-sale investments, net of tax

 

21

 

  

 

 

 

 

 

 

 

 

 

(73)

 

 

 

 

 

(73)

 

 

 

(73)

Other decrease, net

 

  

 

  

 

 

 

 

 

 

 

 

 

(1)

 

 

 

(3)

 

(4)

 

(2)

 

(6)

Loss for the year

 

  

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

(766)

 

(766)

 

(161)

 

(927)

Total comprehensive loss for the year

 

  

 

  

 

 –

 

 –

 

 –

 

206

 

286

 

 –

 

(769)

 

(277)

 

(205)

 

(482)

Share-based payment

 

  

 

  

 

 

 

117

 

 

 

 

 

 

 

 

 

 

 

117

 

 

 

117

Excess tax benefit on share-based payment

 

  

 

  

 

 

 

(6)

 

 

 

 

 

 

 

 

 

 

 

(6)

 

 

 

(6)

Settlement of performance and restricted shares

 

  

 

3 408

 

 

 

(22)

 

68

 

 

 

 

 

(52)

 

 

 

(6)

 

 

 

(6)

Acquisition of treasury shares

 

20

 

(54 296)

 

 

 

 

 

(231)

 

 

 

 

 

 

 

 

 

(231)

 

 

 

(231)

Stock options exercised

 

  

 

1 074

 

 

 

 3

 

 

 

 

 

 

 

 3

 

 

 

 6

 

 

 

 6

Dividends(1)

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1 501)

 

(1 501)

 

(14)

 

(1 515)

Acquisitions through business combinations

 

 6

 

1 765 358

 

 

 

 

 

 

 

 

 

 

 

11 616

 

 

 

11 616

 

1 714

 

13 330

Equity issuance costs related to acquisitions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(16)

 

 

 

(16)

 

 

 

(16)

Acquisition of non-controlling interests

 

  

 

65 778

 

 

 

 

 

 

 

(15)

 

(2)

 

359

 

(459)

 

(117)

 

(635)

 

(752)

Vested portion of share-based payment awards related to acquisitions

 

 6

 

 

 

 

 

 6

 

 

 

 

 

 

 

 

 

 

 

 6

 

 

 

 6

Convertible bond - equity component

 

  

 

 

 

 

 

(38)

 

 

 

 

 

 

 

 

 

38

 

 –

 

 

 

 –

Other movements

 

  

 

(14)

 

 

 

(1)

 

 

 

 

 

 

 

 1

 

 

 

 –

 

 

 

 –

Total other equity movements

 

  

 

  

 

 –

 

59

 

(163)

 

(15)

 

(2)

 

11 911

 

(1 922)

 

9 868

 

1 065

 

10 933

As of December 31, 2016

 

  

 

5 720 503

 

246

 

439

 

(881)

 

483

 

488

 

15 731

 

3 588

 

20 094

 

881

 

20 975

Remeasurements of defined benefit pension plans, net of tax

 

21

 

  

 

 

 

 

 

 

 

 

 

662

 

 

 

 

 

662

 

 

 

662

Translation differences

 

21

 

  

 

 

 

 

 

 

 

(1 768)

 

 

 

 

 

 

 

(1 768)

 

(50)

 

(1 818)

Net investment hedges, net of tax

 

21

 

  

 

 

 

 

 

 

 

352

 

 

 

 

 

 

 

352

 

 

 

352

Cash flow hedges, net of tax

 

21

 

  

 

 

 

 

 

 

 

 

 

28

 

 

 

 

 

28

 

 

 

28

Available-for-sale investments, net of tax

 

21

 

 

 

 

 

 

 

 

 

 

 

(86)

 

 

 

 

 

(86)

 

 

 

(86)

Other increase, net

 

  

 

 

 

 

 

 

 

 

 

 

 

 2

 

 

 

 

 

 2

 

 

 

 2

Loss for the year

 

  

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

(1 494)

 

(1 494)

 

36

 

(1 458)

Total comprehensive loss for the year

 

  

 

  

 

 –

 

 –

 

 –

 

(1 416)

 

606

 

 –

 

(1 494)

 

(2 304)

 

(14)

 

(2 318)

Share-based payment

 

  

 

 

 

 

 

92

 

 

 

 

 

 

 

 

 

 

 

92

 

 

 

92

Excess tax benefit on share-based payment

 

  

 

 

 

 

 

(7)

 

 

 

 

 

 

 

 

 

 

 

(7)

 

 

 

(7)

Settlement of performance and restricted shares

 

20

 

12 199

 

 

 

(79)

 

170

 

 

 

 

 

(116)

 

 

 

(25)

 

 

 

(25)

Acquisition of treasury shares

 

20

 

(153 601)

 

 

 

 

 

(769)

 

 

 

 

 

 

 

 

 

(769)

 

 

 

(769)

Stock options exercised

 

20

 

416

 

 

 

 

 

 

 

 

 

 

 

 1

 

 

 

 1

 

 

 

 1

Dividends(1)

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(963)

 

(963)

 

(7)

 

(970)

Acquisitions through business combinations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 –

 

17

 

17

Acquisition of non-controlling interests

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12

 

12

 

(788)

 

(776)

Disposal of subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 –

 

(9)

 

(9)

Other movements

 

  

 

 

 

 

 

 2

 

 

 

 1

 

 

 

 

 

 4

 

 7

 

 

 

 7

Total other equity movements

 

  

 

  

 

 –

 

 8

 

(599)

 

 1

 

 –

 

(115)

 

(947)

 

(1 652)

 

(787)

 

(2 439)

As of December 31, 2017

 

  

 

5 579 517

 

246

 

447

 

(1 480)

 

(932)

 

1 094

 

15 616

 

1 147

 

16 138

 

80

 

16 218

Adoption of IFRS 9 and IFRS 15

 

 

 

 

 

 

 

 

 

 

 

 

 

(252)

 

 

 

198

 

(54)

 

 

 

(54)

As of January 1, 2018

 

 

 

5 579 517

 

246

 

447

 

(1 480)

 

(932)

 

842

 

15 616

 

1 345

 

16 084

 

80

 

16 164

Remeasurements of defined benefit pension plans, net of tax

 

21

 

 

 

 

 

 

 

 

 

 

 

293

 

 

 

 

 

293

 

 

 

293

Translation differences

 

21

 

 

 

 

 

 

 

 

 

402

 

 

 

 

 

 

 

402

 

 

 

402

Net investment hedges, net of tax

 

21

 

 

 

 

 

 

 

 

 

(61)

 

 3

 

 

 

 

 

(58)

 

 

 

(58)

Cash flow hedges, net of tax

 

21

 

 

 

 

 

 

 

 

 

 

 

(43)

 

 

 

 

 

(43)

 

 

 

(43)

Financial assets at fair value through other comprehensive income, net of tax

 

21

 

 

 

 

 

 

 

 

 

 

 

(38)

 

 

 

 

 

(38)

 

 

 

(38)

Other increase, net

 

  

 

 

 

 

 

 

 

 

 

 

 

 6

 

 

 

(1)

 

 5

 

 1

 

 6

Loss for the year

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(340)

 

(340)

 

 5

 

(335)

Total comprehensive income for the year

 

  

 

 

 

 –

 

 –

 

 –

 

341

 

221

 

 –

 

(341)

 

221

 

 6

 

227

Share-based payment

 

  

 

 

 

 

 

68

 

 

 

 

 

 

 

 

 

 

 

68

 

 

 

68

Excess tax benefit on share-based payment

 

  

 

 

 

 

 

 6

 

 

 

 

 

 

 

 

 

 

 

 6

 

 

 

 6

Settlement of performance and restricted shares

 

20

 

13 221

 

 

 

(85)

 

72

 

 

 

 

 

(11)

 

 

 

(24)

 

 

 

(24)

Cancellation of treasury shares

 

20

 

 

 

 

 

 

 

1 000

 

 

 

 

 

 

 

(1 000)

 

 –

 

 

 

 –

Stock options exercised

 

20

 

424

 

 

 

 

 

 

 

 

 

 

 

 1

 

 

 

 1

 

 

 

 1

Dividends(1)

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1 063)

 

(1 063)

 

(5)

 

(1 068)

Acquisition of non-controlling interests

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

 

(1)

 

 1

 

 –

Other movements

 

  

 

 

 

 

 

 

 

 

 

(1)

 

   

 

 

 

(2)

 

(3)

 

 

 

(3)

Total other equity movements

 

  

 

 

 

 –

 

(11)

 

1 072

 

(1)

 

 –

 

(10)

 

(2 066)

 

(1 016)

 

(4)

 

(1 020)

As of December 31, 2018

 

  

 

5 593 162

 

246

 

436

 

(408)

 

(592)

 

1 063

 

15 606

 

(1 062)

 

15 289

 

82

 

15 371

(1)Planned maximum annual distribution for 2018 is EUR 0.20 per share to be paid quarterly subject to shareholders’ and the Board of Directors’ approval (dividend EUR 0.19 per share for 2017 and dividend EUR 0.17 per share for 2016).

(1)

Dividend declared is EUR 0.19 per share, subject to shareholders’ approval (dividend EUR 0.17 per share for 2016; dividend EUR 0.16 per share for 2015; and special dividend EUR 0.10 per share for 2015).

 

The notes are an integral part of these consolidated financial statements.

 

 

 

139129


 

Table of Contents

Notes to consolidated financial statements1.

1.CorporateCorporate information

Nokia Oyj,Corporation, a public limited liability company incorporated and domiciled in Helsinki, Finland, is the parent company (“Parent Company”(Parent Company or “Parent”)Parent) for all its subsidiaries (“Nokia”(Nokia or “the Group”)the Group). The Group’s operational headquarters are located in Espoo, Finland. The Group is listed on the Nasdaq Helsinki stock exchange,Stock Exchange, the New York stock exchangeStock Exchange and the Euronext Paris stock exchange.Stock Exchange. The Group is a leading global provider of mobile and fixed network infrastructure combining hardware, software and services, as well as advanced technologies and licensing that connect people and things.

On March 22, 201821, 2019 the Board of Directors authorized the financial statements for 20172018 for issuance and filingfiling. 

2.Significant2. Significant accounting policies

Basis of presentation and statement of compliance

The consolidated financial statements are prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IASB”)(IASB) and as adopted by the European Union (“IFRS”)(IFRS). The consolidated financial statements are presented in millions of euros (“EURm”)(EURm), except as otherwise noted, and are prepared under the historical cost convention, except as disclosed in the accounting policies below. The notes to the consolidated financial statements also conform to the Finnish accounting legislation.

In 2017, comparative2018, the presentation of certain comparative items in the consolidated statement of financial statements hasposition and consolidated statement of cash flows have been modified to conform with current year presentation. The changes related to the adoption of IFRS 9, Financial Instruments, and the simplification of presentation of cash flows. 

Other information

This paragraph is included in connection with statutory reporting requirements in Germany. The fully consolidated German subsidiary, Nokia Solutions and Networks GmbH & Co. KG, registered in the commercial register of Munich under HRA 88537, has made use of the exemption available under § 264b and § 291 of the German Commercial Code (“HGB”)(HGB).

Principles of consolidation

The consolidated financial statements comprise the financial statements of the Parent Company, and each of those companies over which it exercises control. Control over an entity exists when the Group is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. When the Group has less than a majority of voting or similar rights in an entity, the Group considers all relevant facts and circumstances in assessing whether it has power over an entity, including the contractual arrangements, and voting rights and potential voting rights. The Group reassesses whether or not it controls an entity if facts and circumstances indicate that there are changes to the elements of control.

Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control over the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated financial statements from the date the Group gains control until the date the Group ceases to control the subsidiary. A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the Group loses control in a subsidiary, the related assets, liabilities, non-controlling interest and other components of equity are derecognized with any gain or loss recognized in the consolidated income statement. Any investment retained in the former subsidiary is measured at fair value.

All inter-companyintercompany transactions are eliminated as part of the consolidation process. Non-controlling interests are presented separately as a component of net profit or loss and are shown as a component of shareholders’ equity in the consolidated statement of financial position.

Business combinations

Business combinations are accounted for using the acquisition method. The consideration transferred in a business combination is measured as the aggregate of the fair values of the assets transferred, liabilities incurred towards the former owners of the acquired entity or business and equity instruments issued. Acquisition-related costs are recognized as expenses in the consolidated income statement in the period in which the costs are incurred and the related services are received with the exception of costs directly attributable to the issuance of equity instruments that are accounted for as a deduction from equity.

Identifiable assets acquired and liabilities assumed are measured at the acquisition date fair values. The Group elects whether to measure the non-controlling interests in the acquiree at fair value or at the proportionate share of the acquiree’s identifiable net assets on a business combination by business combination basis. The excess of the aggregate of the consideration transferred and the amount recognized for non-controlling interests over the acquisition date fair values of the identifiable net assets acquired is recorded as goodwill.

Investment in associates and joint ventures

An associate is an entity over which the Group exercises significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the entity, but is not control or joint control over those policies.

A joint venture is a type of joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about relevant activities require the unanimous consent of the parties sharing control.

The Group’s investments in associates and joint ventures are accounted for using the equity method. Under the equity method, the investment in an associate or joint venture is initially recognized at cost. The carrying amount of the investment is adjusted to recognize changes in the Group’s share of net assets of the associate or joint venture since the acquisition date. The Group’s share of profits and losses of associates and joint ventures is included in the consolidated income statement outside operating profit or loss. Any change in other comprehensive income (“OCI”)(OCI) of associates and joint ventures is presented as part of the Group’s OCI.

130


Table of Contents

After application of the equity method, as of each reporting date, the Group determines whether there is objective evidence that the investment in an associate or joint venture is impaired. If there is such evidence, the Group recognizes an impairment loss that is calculated as the difference between the recoverable amount of the associate or joint venture and its carrying value. The impairment loss is presented in ‘Share of results of associated companies and joint ventures’ in the consolidated income statement.

140


Table of Contents

Non-current assets held for sale (or disposal groups) and discontinued operations

Non-current assets or disposal groups are classified as assets held for sale if their carrying amounts will be recovered principally through a sale transaction rather than through continuing use. For this to be the case, the asset, or the disposal group, must be available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets or disposal groups, and the sale must be highly probable. These assets, or in the case of disposal groups, assets and liabilities, are presented separately in the consolidated statement of financial position and measured at the lower of the carrying amount and fair value less costs to sell. Non-current assets classified as held for sale, or included in a disposal group classified as held for sale, are not depreciated or amortized.

Discontinued operations are reported when a component of the Group, comprising operations and cash flows that can be clearly distinguished both operationally and for financial reporting purposes from the rest of the Group, is classified as held for sale or has been disposed of, or the component represents a major line of business or geographical area of operations, or is a part of a single coordinated plan to dispose of a separate major line of business or geographical area of operations. Profit or loss from Discontinued operations is reported separately from income and expenses from Continuing operations in the consolidated income statement, with prior periods presented on a comparative basis. Cash flows for Discontinued operations are presented separately in the notes to the consolidated financial statements. Intra-group revenues and expenses between Continuing and Discontinued operations are eliminated.

Revenue recognition

On January 1, 2018, the Group adopted IFRS 15, Revenue from Contracts with Customers. IFRS 15 establishes a five-step model that applies to revenue arising from contracts with customers. Under IFRS 15, revenue is recognized to reflect the transfer of promised goods and services to customers for amounts that reflect the consideration to which the Group expects to be entitled in exchange for those goods and services.

The Group accounts for a contract with a customer when the following criteriacontract has been approved in writing and both parties are committed to perform their respective obligations, the rights, including payment terms, regarding the goods and services to be transferred can be identified, the contract has commercial substance, and collection of the consideration to which the Group expects to be entitled is probable. In accordance with IFRS 15, management considers only legally enforceable rights in evaluating the accounting for contracts with customers. As such, frame agreements that do not create legally enforceable rights and obligations are accounted for based on the issuance of subsequent legally binding purchase orders under the frame agreements.

Since a significant part of the Group’s business is conducted under framework agreements with no fixed commitment on the overall project scope, consideration on whether the subsequent purchase orders should be treated as separate contracts or modifications to the existing contract is deemed as a critical judgment impacting both timing and allocation of revenue. A contract modification or a purchase order is accounted for as a separate contract if the scope of the contract increases by additional distinct goods or services, and the price of the contract increases by an amount that reflects the standalone selling price of those additional goods or services. In case the additional goods or services are distinct but not sold at a standalone selling price, the contract modification is accounted for prospectively. In cases where the additional goods or services are not distinct, the modification is accounted for through a cumulative catch-up adjustment.

The Group recognizes revenue from contracts with customers to reflect the transfer of promised goods and services to customers for amounts that reflect the consideration to which the Group expects to be entitled in exchange for those goods and services. The consideration may include a variable amount which the Group estimates using the most likely amount method. Items causing variability include for example volume discounts and sales-based or usage-based royalties. The Group includes variable consideration into the transaction price only to the extent that it is highly probable that a significant revenue reversal will not occur. The transaction price also excludes amounts collected on behalf of third parties.

The Group’s payment terms are on average 90 to 180 days. Invoices are generally issued as control transfers and/or as services are rendered. When this is not the case the Group recognizes a contract asset or liability depending on the timing of payment versus transfer of control. In case the timing of payments provides either the customer or the Group with a significant benefit of financing, the transaction price is adjusted for the transactioneffect of financing and the related interest revenue or interest expense is presented separately from revenue. As a practical expedient, the Group does not account for financing components if the consideration is received in one year or less before or after the goods or services have been met: significant risks and rewards of ownership have transferred to the buyer; continuing managerial involvement and effective control usually associated with ownership have ceased; the amount of revenue can be measured reliably; it is probable that the economic benefits associated with the transaction will flow to the Group; and the costs incurred or to be incurred in respect of the transaction can be measured reliably. Revenue is measured at the fair value of the consideration received or receivable net of discounts and excluding taxes and duties.

Recurring service revenue which includes managed services and maintenance services is generally recognized on a straight-line basis over the agreed period, unless there is evidence that some other method better represents the rendering of services.customer.

The Group enters into contracts with customers consisting of any combination of hardware, services and software. Within these multiple element arrangements, separate components are identified and accountedintellectual property. The associated revenue recognized for basedsuch contracts depends on the nature of those components, considering the economic substanceunderlying goods and services provided. The Group identifies all the promised goods and services in a customer contract at contract inception to determine which represent distinct goods and services. The promises in the contract might include for example sale of goods, granting licenses, and granting options to purchase additional goods or services that may provide the customer with a material right. The Group considers there to be a distinct performance obligation if the customer can benefit from the good or service either on its own or together with other resources readily available, and if the Group’s promise to transfer the good or service is separately identifiable from other promises in the contract.

The Group allocates the transaction price to each distinct performance obligation on the basis of their stand-alone selling prices, relative to the overall transaction price. If a stand-alone selling price is not observable, it is estimated. The transaction price may include a discount or a variable amount of consideration that relates entirely to a part of the contract. Except when the Group has observable evidence that the entire arrangement. discount relates to only one or more, but not all, performance obligations in a contract, the Group allocates the discount proportionately to all performance obligations in the contract.

Revenue is recognized when, or as, the Group satisfies a performance obligation by transferring a promised good or service to a customer which is when the customer obtains control of that good or service. The amount of revenue recognized is the amount allocated to each separately identifiable componentthe satisfied performance obligation based on the relative fair valuestandalone selling prices. A performance obligation may be satisfied at a point in time or over time.

131


Table of each component. Contents

Sale of products

The fair valueGroup manufactures and sells a range of each component is determined by taking into consideration factors such asnetworking equipment, covering the priceend-to-end requirements of the component when sold separately and the component cost plus a reasonable margin when price references are not available. The revenue allocated to each componentnetwork operators. Revenue for these products is recognized when control of the products has transferred, the determination of which may require judgment. Typically, for standard equipment sales, control transfers upon delivery. For more complex solutions, control generally transfers upon acceptance.

In some arrangements, mainly within the submarine cable business, the Group provides its customer with products in a way that meets the over time revenue recognition criteria, for that component have been met.

Revenue from contracts involvingas the construction ofGroup’s performance does not create an asset accordingwith an alternative use, and the Group has enforceable rights to customer specifications is recognized usingpayment for the percentage of completion method. Stage of completion for each contractwork completed to date. In these arrangements, progress is measured by eitherusing the achievementoutput method, as that is a faithful depiction of contractually defined milestoneshow the customer obtains control of the performance by the Group. The output measure selected by the Group may vary from each contract depending on the nature of contract.

Sale of services

The Group provides services related to the provision of networking equipment, ranging from managing a customer’s network and product maintenance services to network installation, integration and optimization. Revenue for each separate service performance obligation is recognized as or costs incurred comparedwhen the customer obtains the benefits of the Group’s performance. Service revenue is recognized over time for managed and maintenance services, as in these cases the Group performs throughout a fixed contract term and the customer simultaneously receives and consumes the benefits as the Group performs. In some cases, services provided by the Group must be accepted by the Customer after such services are performed. In these cases, revenue is generally recognized when the Group receives the customer acceptance.   

Sale of intellectual property licenses

The Group provides its customers with licenses to total project costs.intellectual property (IP) owned by the Group both by granting licenses of software developed by the Group and by granting customers with rights to benefit from the Group’s IP in their products. When a software license is sold, revenue is recognized upon delivery or acceptance of the software, as the Group has determined its software meets the right-to-use criteria established under IFRS 15.

Revenue onWhen the Group grants customers a license feesto use IP owned by the Group, the associated license fee revenue is recognized in accordance with the substance of the relevant agreements. In the majority of cases, the Group retains obligations related to continue to develop and make available to the customer the latest IP in the licensed assets afterduring the initial licensing transaction,contract term, and as a resulttherefore revenue is recognized pro rata over athe period of time during which the Group is expected to perform. WhereRecognition of the revenue as pro rata over the term of the license is considered the most faithful depiction of the Group’s satisfaction of the performance obligation as the IP being licensed towards the customer includes new inventions patented by the Group that are highly interdependent and interrelated and created through the course of its continuous R&D efforts. Such R&D efforts are relatively stable throughout the year. In some contracts, the Group has no remaining obligations to perform subsequentafter granting a license to the initial licensing transaction,IP, and licensing fees are non-refundable,non-refundable. In these cases, revenue is recognized afterat the customer has been provided accessbeginning of the license term.

One License Agreement continues to be accounted for under IAS 18 Revenue as it was determined to be a completed contract as defined in the transition guidance of the IFRS 15 standard, refer to Note 8, Revenue recognition.

Refer to Note 4, Use of estimates and critical accounting judgments, related to the underlying assets. In some multiple element licensing transactions, the Group applies the residual method in the absencedetermination of reference information.

Net sales includes revenue from all licensing negotiations, litigations and arbitrations to the extent that the criteria for revenue recognition have been met.be recognized each period.

Government grants

Government grants are recognized when there is reasonable assurance that the Group will comply with the conditions attached to them and the grants will be received. Government grants received as compensation for expenses or losses incurred are recognized in the consolidated income statement as a deduction against the related expenses. Government grants related to assets are presented in the consolidated statement of financial position as deferred income and recognized as income over the same period the asset is depreciated or amortized.

Government grants received in the form of R&D tax credits are recognized as a deduction against R&D expenses if the amount of the tax credit is linked to the amount of R&D expenditures incurred by the Group and the tax credit is a fully collectible asset which will be paid in cash by the government in case the Group is not able to offset it against its income tax payable. R&D tax credits that do not meet both conditions are recognized as income tax benefit.

Employee benefits

Pensions and other post-employment benefits

The Group companies have various post-employment plans in accordance with the local conditions and practices in the countries in which they operate. The plans are generally funded through payments to insurance companies or contributions to trustee-administered funds as determined by periodic actuarial calculations.

In a defined contribution plan, the Group’s legal or constructive obligation is limited to the amount that it agrees to contribute to the fund. The Group’s contributions to defined contribution plans, multi-employer and insured plans are recognized in the consolidated income statement in the period to which the contributions relate. If a pension plan is funded through an insurance contract where the Group does not retain any legal or constructive obligations, the plan is treated as a defined contribution plan. All arrangements that do not fulfill these conditions are considered defined benefit plans.

For defined benefit plans, including pension and post-retirement healthcare and life insurance, costs are assessed using the projected unit credit method: the cost is recognized in the consolidated income statement so as to spread the benefit over the service lives of employees. The defined benefit obligation is measured as the present value of the estimated future cash outflows using interest rates on high-quality corporate bonds or government bonds with maturities that most closely match expected payouts of benefits. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to equity in other comprehensive income in the period in which they arise. Past service costs and settlement gains and losses are recognized immediately in the consolidated income statement as part of service cost, when the plan amendment, curtailment or settlement occurs. Curtailment gains and losses are accounted for as past service costs.

141


Table of Contents

The liability or asset recognized in the consolidated statement of financial position is the present value of the defined benefit obligation as of the closingreporting date less the fair value of plan assets including effects relating toof any asset ceiling.

Service cost related to employees’ service in the current period is presented within cost of sales, research and development expenses or selling, general and administrative expenses and net interest is presented within financial income and expenses in the consolidated income statement. Past service costs or gains arising from plan amendments and curtailments, as well as gains and losses on settlements, are recognized immediately in the consolidated income statement as part of other operating income or expense when the plan amendment, curtailment or

132


Table of Contents

settlement occurs. Remeasurements comprisingin the defined benefit liability and asset comprise actuarial gains and losses arising from experience adjustments, changes in actuarial assumptions, changes in the effect of the asset ceiling and the return on plan assets, excluding amounts recognized in net interest,interest. Remeasurements are recognized immediately in the consolidated statement of financial position with a corresponding debit or credit to Fair Valuefair value and Other Reservesother reserves in Equityshareholders’ equity through the consolidated statement of other comprehensive income in the period in which they occur. Remeasurementsoccur and are not reclassified to the consolidated income statement in subsequent periods.

Actuarial valuations for the Group’s defined benefit post-employment plans are performed annually or when a material plan amendment, curtailment or settlement of a defined benefit plan occurs.

Termination benefits

Termination benefits are payable when employment is terminated before the normal retirement date, or whenever an employee accepts voluntary redundancy in exchange for these benefits. The Group recognizes termination benefits when it is demonstrably committed to either terminating the employment of current employees according to a detailed formal plan without possibility of withdrawal, or providing termination benefits as a result of an offer made to encourage voluntary redundancy. Local laws may provide employees with the right to benefits from the employer upon termination whether the termination is voluntary or involuntary. For these specific termination benefits, the portion of the benefit that the Group would be required to pay to the employee in the case of voluntary termination is treated as a legal obligation determined by local law and accounted for as a defined benefit arrangement as described in the pensions section above.

Share-based payment

The Group offers three types of global equity-settled share-based compensation plans for employees: performance shares, restricted shares and the employee share purchase plan.

Employee services received and the corresponding increase in equity are measured by reference to the fair value of the equity instruments as of the grant date, excluding the impact of any non-market vesting conditions. Non-market vesting conditions attached to the performance shares are included in assumptions about the number of shares that the employee will ultimately receive. The Group reviews the assumptions made on a regular basis and, where necessary, revises its estimates of the number of performance shares that are expected to be settled. Plans that apply tranched vesting are accounted for under the graded vesting model. Share-based compensation is recognized as an expense in the consolidated income statement over the relevant service periods.

Income taxes

The income tax expense comprises current tax and deferred tax. Tax is recognized in the consolidated income statement except to the extent that it relates to items recognized in other comprehensive income, or directly in equity; then the related tax is recognized in other comprehensive income or equity, respectively.

Current taxes are based on the results of groupGroup companies and are calculated using the local tax laws and tax rates that are enacted or substantively enacted as of each reporting date. Corporate taxes withheld at the source of the income on behalf of groupGroup companies both recoverable and irrecoverable, are accounted for in income taxes.

Following the IFRS Interpretations Committee agenda decision in September 2017taxes where determined to represent a tax on interest and penalties related to income taxes, the Group no longer accounts for these items as income taxes. Interest expenses and income are presented in financial expenses and income, respectively, and penalties are presented in other operating expenses in the consolidated income statement. In relation to this, the Group has retrospectively revised the presentation of interest and penalties related to income taxes from current income tax liabilities to provisions in the consolidated statement of financial position. The impact of the revision was EUR 98 million as of December 31, 2016 and EUR 93 million as of December 31, 2015.net income.

The Group periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It adjusts the amounts recorded, where appropriate, on the basis of amounts expected to be paid to the tax authorities. The amount of current income tax liabilities for uncertain income tax positions is recognized when it is more likely than not that certain tax positions may not be fully sustained upon review by tax authorities. The amounts recorded are based upon the estimated future settlement amount as of each reporting date.

Deferred tax assets and liabilities are determined using the liability method for all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred tax assets are recognized to the extent that it is probable that future taxable profit will be available against which the unused tax losses, unused tax credits orand deductible temporary differences can be utilized beforein the unused tax losses or unused tax credits expire.relevant jurisdictions. Deferred tax assets are assessed for realizability as of each reporting date. When circumstances indicate it is no longer probable that deferred tax assets will be utilized, adjustments are made as necessary. Deferred tax liabilities are recognized for temporary differences that arise between the fair value and the tax base of identifiable net assets acquired in business combinations.

Deferred tax assets and deferred tax liabilities are offset for presentation purposes when there is a legally enforceable right to set off current tax assets against current tax liabilities, and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realize the assets and settle the liabilities simultaneously in each future period in which significant amounts of deferred tax liabilities or deferred tax assets are expected to be settled or recovered.

Deferred tax liabilities are not recognized if they arise from the initial recognition of goodwill. Deferred tax liabilities are provided on taxable temporary differences arising from investments in subsidiaries, associates and joint arrangements, except for deferred tax liability where the timing of the reversal of the temporary difference is controlled by the Group, and it is probable that the temporary difference will not reverse in the foreseeable future.

The enacted or substantively enacted tax rates as of each reporting date that are expected to apply in the period when the asset is realized or the liability is settled are used in the measurement of deferred tax assets and deferred tax liabilities. Deferred tax assets and liabilities are not discounted.

142


Table of Contents

Foreign currency translation

Functional and presentation currency

The financial statements of all groupGroup companies are measured using functional currency, which is the currency of the primary economic environment in which the entity operates. The consolidated financial statements are presented in euro, the functional and presentation currency of the Parent Company.

133


Table of Contents

Transactions in foreign currencies

Transactions in foreign currencies are recorded at exchange rates prevailing as of the dates of the individual transactions. For practical reasons, a rate that approximates the actual rate as of the date of the transaction is often used. At the end of the reporting period, monetaryMonetary assets and liabilities denominated in foreign currency are valued at the exchange rates prevailing at the end of the reporting period. Foreign exchange gains and losses arising from monetary assets and liabilities as well as fair value changes of related hedging instruments are recognized in financial income and expenses.expenses in the consolidated income statement. Unrealized foreign exchange gains and losses related to non-monetary non-current available-for-salefinancial investments are included in the fair value measurement of these investments and recognized in other comprehensive income.income and expenses in the consolidated income statement.

Foreign groupGroup companies

All income and expenses of foreign groupGroup companies where the functional currency is not the euro are translated into euro at the average foreign exchange rates for the reporting period. All assets and liabilities of foreign groupGroup companies are translated into euro at foreign exchange rates prevailing at the end of the reporting period. Differences resulting from the translation of income and expenses at the average rate and assets and liabilities at the closing rate are recognized as translation differences in consolidated statement of comprehensive income. On the disposal of all or part of a foreign group company through sale, liquidation, repayment of share capital or abandonment, the cumulative amount or proportionate share of translation differences is recognized as income or expense when the gain or loss on disposal is recognized.

Intangible assets

Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is their fair value as of the date of acquisition. Internally generated intangibles, except for development costs that may be capitalized, are expensed as incurred. Development costs are capitalized only if the Group has the technical feasibility to complete the asset; has an ability and intention to use or sell the asset; can demonstrate that the asset will generate future economic benefits; has resources available to complete the asset; and has the ability to measure reliably the expenditure during development.

Following initial recognition, intangible assets are carried at cost less accumulated amortization and accumulated impairment losses. Intangible assets are amortized over their useful lives, generally three to ten years, using the straight-line method which is considered reflecting best the pattern in which the asset’s future economic benefits are expected to be consumed. TheDepending on the nature of the intangible asset, the amortization charges are presented within cost of sales, research and development expenses andor selling, general and administrative expenses in the consolidated income statement.

Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses. Depreciation is recorded on a straight-line basis over the expected useful lives of the assets as follows:

 

 

 

Buildings and constructions

    

 

Buildings and constructions

 

20–33 years

Light buildings and constructions

 

3–20 years

Machinery and equipment

 

  

Production machinery, measuring and test equipment

 

1–5 years

Other machinery and equipment

 

3–10 years

Land and water areas are not depreciated.

Maintenance, repairs and renewals are generally expensed in the period in which they are incurred. However, major renovations are capitalized and included in the carrying amount of the asset when it is probable that future economic benefits in excess of the originally assessed standard of performance of the existing asset will flow to the Group. Major renovations are depreciated over the remaining useful life of the related asset. Leasehold improvements are depreciated over the shorter of the lease term and the useful life. Gains and losses on the disposal of property, plant and equipment are included in operating profit or loss.

Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards incidental to ownership to the lessee. All other leases are classified as operating leases.

The Group has entered into various operating lease contracts as a lessee. The related payments are treated as rental expenses and recognized in the consolidated income statement on a straight-line basis over the lease terms unless another systematic approach is more representative of the pattern of the benefit.

The Group does not have any significant finance lease arrangements.

Impairment of goodwill, other intangible assets and property, plant and equipment

The Group assesses the recoverability of the carrying value of goodwill, other intangible assets and property, plant and equipment if events or changes in circumstances indicate that the carrying value may be impaired. In addition, the Group tests the carrying value of goodwill for impairment annually even if there is no indication of impairment.

Factors that the Group considers when it reviews indications of impairment include, but are not limited to, underperformance of the asset relative to its historical or projected future results, significant changes in the manner of using the asset or the strategy for the overall business, and significant negative industry or economic trends.

Goodwill is allocated to the cash-generating units or groups of cash-generating units that are expected to benefit from the synergies of the related business combination and that reflect the lowest level at which goodwill is monitored for internal management purposes. A cash-generating unit, as determined for the purposes of the Group’s goodwill impairment testing, is the smallest group of assets, including goodwill, generating cash inflows

143


Table of Contents

that are largely independent of the cash inflows from other assets or groups of assets. The carrying value of a cash-generating unit includes its share of relevant corporate assets allocated to it on a reasonable and consistent basis. When the composition of one or more groups of cash

134


Table of Contents

generating units to which goodwill has been allocated is changed, the goodwill is reallocated based on the relative fair value of the affected groups of cash generating units.

The Group conducts its impairment testing by determining the recoverable amount for an asset or a cash-generating unit. The recoverable amount of an asset or a cash-generating unit is the higher of its fair value less costs of disposal and its value-in-use. The recoverable amount is compared to the asset’s or cash-generating unit’s carrying value. If the recoverable amount for the asset or cash-generating unit is less than its carrying value, the asset is considered impaired and is written down to its recoverable amount. Impairment losses are presented in other expenses, or as a separate line item if significant, in the consolidated income statement.

Inventories

Inventories are stated at the lower of cost and net realizable value. Cost is determined using standard cost, which approximates actual cost on a first-in first-out (“FIFO”)(FIFO) basis. Net realizable value is the amount that can be realized from the sale of the inventory in the normal course of business after allowing for the costs of realization. In addition to the cost of materials and direct labor, an appropriate proportion of production overhead is included in the inventory values. An allowance is recorded for excess inventory and obsolescence based on the lower of cost and net realizable value.

Fair value measurement

A number of financial instruments are measured at fair value as of each reporting date after initial recognition. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest by using quoted market rates, discounted cash flow analyses and other appropriate valuation models. The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data is available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs. All assets and liabilities for which fair values are being measured or disclosed in the consolidated financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

Level 1—Quoted (unadjusted) market prices for exchange-traded products in active markets for identical assets or liabilities;

Level 2—Valuation techniques for which significant inputs other than quoted prices are directly or indirectly observable; and

Level 3—Valuation techniques for which significant inputs are unobservable.

The Group categorizes assets and liabilities that are measured at fair value on a recurring basis into an appropriate level of the fair value hierarchy at the end of each reporting period.

FinancialClassification and measurement of financial assets

The Group has classified its financial assets in the following three categories: available-for-sale investments, derivative and other current financial assets loans receivable, accounts receivable,measured at amortized cost, financial assets measured at fair value through other comprehensive income and financial assets measured at fair value through profit or loss, and loss. The selection of the appropriate category is made based on both the Group’s business model for managing the financial asset and on the contractual cash and cash equivalents. Derivatives are described inflow characteristics of the section on derivative financial instruments.

Available-for-sale investmentsasset.

The Group investsGroup’s business model for managing financial assets is defined on portfolio level. The business model must be observable on practical level by the way business is managed. The cash flows of financial assets measured at amortized cost are solely payments of principal and interest. These assets are held within a portion of thebusiness model which has an objective to hold assets to collect contractual cash needed to cover the projected cash outflows of its ongoing business operations in highly liquid, interest-bearing investments and certain equity instruments. The following investments are classified as available-for-sale based on the purpose of the investment and the Group’s ongoing intentions:

§

Available-for-sale investments, liquidflows. Financial assets consist of highly liquid, fixed-income and money-market investments with maturities at acquisition of more than three months, as well as bank deposits with maturities or contractual call periods at acquisition of more than three months.

§

Investments in technology-related publicly quoted equity shares or unlisted private equity shares and unlisted venture funds, classified in the consolidated statement of financial position as non-current available-for-sale investments.

Current fixed-income and money-market investments are fair valued by using quoted market rates, discounted cash flow analyses and other appropriate valuation models as of the reporting date. Investments in publicly quoted equity shares are measured at fair value using exchange quoted bid prices. Other available-for-sale investments carriedthrough other comprehensive income have cash flows that are solely payments of principal and interest and these assets are held within a business model which has an objective that is achieved both by holding financial assets to collect contractual cash flows and selling financial assets. Financial assets measured at fair value through profit and loss are assets that do not fall in either of these two categories. In addition to the classification as described above, the accounting for financial assets is impacted if the financial asset is part of a hedging relationship (see below the section on Hedge accounting).

All purchases and sales of financial assets are recorded on the trade date, that is, when the Group commits to purchase or sell the asset. A financial asset is de-recognized when substantially all the risks and rewards related to the financial asset have been transferred to a third party that assumes control of the financial asset.

Non-current financial investments

Non-current financial investments include holdingsinvestments in unlisted shares. private equity shares, technology-related publicly quoted shares and unlisted venture funds and are classified as fair value through profit and loss. These equity investments are initially recognized and subsequently remeasured at fair value.

Fair value is estimated using a number of methods, including, but not limited to: quoted market rates; the current market value of similar instruments; prices established from a recent arm’s-length financing transaction of target companies; and analysis of market prospects and operating performance of target companies, taking into consideration public market comparable companies in similar industry sectors. The Group uses judgment in selecting the appropriate valuation methodology as well as underlying assumptions based on existing market practice and conditions. Changes in

Fair value adjustments, foreign exchange gains and losses as well as realized gains and losses from the disposal of these assumptions may cause the Group to recognize impairments or losses in future periods.

The remaining available-for-sale investments are carried at cost less impairment. These are technology-related investments in private equity shares and unlisted venture funds for which fair value cannot be measured reliably due to non-existent public markets or reliable valuation methods.

All purchases and sales of investments are recorded on the trade date, that is, when the Group commits to purchase or sell the asset.

Changes in the fair value of available-for-sale investments are recognized within other income and expenses in the consolidated income statement. Weighted average method is used to determine the cost basis of the investments disposed.

Other non-current financial assets

Other non-current financial assets include restricted assets and other receivables, customer and vendor financing related loan receivables and certain other investments of a long-term nature.

135


Table of Contents

Restricted assets and other receivables include restricted bank deposits and other loan receivables. These assets are initially measured at fair value and other reserves as part of other comprehensive income, within subsequent periods at amortized cost using the exception ofeffective interest method. Interest calculated using the effective interest method andas well as foreign exchange gains and losses on monetary available-for-sale investmentsare recognized directlyin financial income and expenses in the consolidated income statement. DividendsFor these assets, a loss allowance is calculated on available-for-sale equity instruments area quarterly basis based on a review of collectability and available collateral, recorded as an adjustment to the carrying amount of the investment and recognized in other financial expenses in the consolidated income statement whenstatement.

Customer and vendor related loan receivables are managed in a portfolio with a business model of holding investments to collect principal and interest as well as selling investments. They are initially recognized and subsequently remeasured at fair value determined using discounted cash flow method. The changes in fair value are recognized in fair value reserve in other comprehensive income. Interest calculated using the Group’seffective interest method as well as foreign exchange gains and losses are recognized in financial income and expenses in the consolidated income statement. Estimated credit loss is typically based on 12 month expected credit loss for existing loans and estimated additional draw-downs during that period, refer to Impairments section for further detail. Loss allowance is calculated on a quarterly basis based on a review of collectability and available collateral, derecognized from other comprehensive income and recognized in other financial expenses in the consolidated income statement. In case a receivable is sold, the impact of expected credit loss is reversed, and the full gain or loss incurred for the sale is recorded in financial income and expenses in the consolidated income statement.

The cash flows of other investments of a long-term nature do not fulfil the criteria of being solely payments of principal and interest. These investments are initially recognized and subsequently remeasured at fair value using quoted market rates, discounted cash flow models or other appropriate valuation methods as of the reporting date. Fair value adjustments, foreign exchange gains and losses as well as realized gains and losses from the disposal of these investments are mainly recognized within financial income and expenses in the consolidated income statement.

Other current financial assets

Other current financial assets include current part of other non-current financial assets and short-term loan receivables as well as derivative assets that are discussed separately in Derivative financial instruments section below.

Short-term loan receivables are initially measured at fair value and in subsequent periods measured at amortized cost using the effective interest method. Interest calculated using the effective interest method as well as foreign exchange gains and losses are recognized in financial income and expenses in the consolidated income statement. For these loans, a loss allowance is calculated on a quarterly basis based on a review of collectability and available collateral, recorded as an adjustment to the carrying amount of the investment and recognized in other financial expenses in the consolidated income statement.

Trade receivables

Trade receivables arise from contracts with customers and represent an unconditional right to receive paymentthe consideration and only the passage of time is established.required before the consideration is received. The business model for managing trade receivables is holding receivables to collect contractual cash flows and selling receivables. Trade receivables are initially recognized and subsequently remeasured at fair value, determined using discounted cash flow method. The changes in fair value are recognized in fair value reserve in other comprehensive income. Upon  adoption of IFRS 9, the Group applies a simplified approach to recognizing a loss allowance on trade receivables based on measurement of lifetime expected credit losses arising from trade receivables without significant financing components. Refer to Note 4, Use of estimates and critical accounting judgments, for disclosure of the use of estimates and critical accounting judgments necessary in the estimation of such loss allowances. Loss allowances on trade receivables are recognized in other operating expenses in the consolidated income statement. If trade receivables are sold, the difference between the carrying amount derecognized and the consideration received is recognized in financial expenses in the consolidated income statement.

Current financial investments

The Group invests a portion of the corporate cash needed to cover the projected cash outflows of its ongoing business operations in highly liquid, interest-bearing investments. Current financial investments may include investments measured at amortized cost, investments measured at fair value through other comprehensive income and investments measured at fair value through profit and loss.

Corporate cash investments in bank deposits used as collaterals for derivative transactions are initially measured at fair value and in subsequent periods measured at amortized cost using the effective interest method. Interest calculated using the effective interest method as well as foreign exchange gains and losses are recognized in financial income and expenses in the consolidated income statement.

Corporate cash investments in bank deposits as well as fixed income and money market securities with initial maturity or put feature longer than three months that have characteristics of solely payments of principal and interest and are not part of a structured investments, are managed in a portfolio with a business model of holding investments to collect principal and interest as well as selling investments, and are classified as fair value through other comprehensive income. In this portfolio investments are executed with the main purpose of collecting contractual cash flows and principal repayments. However, investments are sold from time to time for bucket rebalancing needs as well as liquidity management and market risk mitigation purposes.

The fair value of these investments is determined using quoted market rates, discounted cash flow models or other appropriate valuation methods as of the reporting date. The changes in fair value are recognized in fair value reserve in other comprehensive income. Interest calculated using the effective interest method as well as foreign exchange gains and losses are recognized in financial income and expenses in the consolidated income statement. When thean investment is disposed of, the related accumulated fair value changes are releasedderecognized from other comprehensive income and recognized in financial income and expenses in the consolidated income statement. The weighted average method is used to determine the cost basis of publicly listed equities being disposed of. The FIFO method is used to determine the cost basis of fixed-income securities being disposed of. An impairment charge is recorded if

Due to the carrying amounthigh credit quality of an available-for-salethe Group’s investment is greater thanportfolio, the estimated fair valuecredit loss is normally based on 12 month expected credit loss. Loss allowance is calculated on a quarterly basis, derecognized from other comprehensive income and there is objective evidence that the asset is impaired including, but not limited to, counterparty default andrecognized in other factors causing a reduction in value that can be considered other than temporary. The cumulative net loss relating to the investment is removed from equity and recognizedfinancial expenses in the consolidated income statementstatement.

Corporate cash investments may also include money market funds that do not qualify as cash equivalents, investments acquired for the period. If,trading purposes, investment structures consisting of securities traded in a subsequent period, the faircombination with derivatives with complementing and typically offsetting risk

144136


 

Table of Contents

valuefactors and other investments that have cash flows not being solely payments of principal and interest. In this portfolio investments are executed with the investment in a non-equity instrument increasespurpose of collecting contractual cash flows and the increaseprincipal repayments as well as for capital appreciation and can be objectively related to an event occurring after the loss was recognized, the loss is reversed and the reversal is recognized in the consolidated income statement.sold at any time.

Investments at fair value through profit and loss, liquid assets

Certain highly liquid financial assets are designated at inception as investments at fair value through profit and loss, liquid assets. These investments must meet one of the following two criteria: the designation eliminates or significantly reduces an inconsistent treatment that would otherwise arise from measuring the assets or recognizing gains or losses on a different basis; or the assets are part of a group of financial assets, which are managed and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy. These investments are initially recognized and subsequently remeasured at fair value.value determined using quoted market rates, discounted cash flow models or other appropriate valuation methods as of the reporting date. Fair value adjustments, foreign exchange gains and losses and realized gains and losses are recognized in the consolidated income statement.

Loans receivable

Loans receivable include loans to customers and suppliers and are measured initially at fair value and subsequently at amortized cost less impairment using the effective interest method. Loans are subject to regular review as to their collectability and available collateral. A valuation allowance is made if a loan is deemed not to be fully recoverable. The related cost is recognized in other expenses or financial expenses, depending on the nature of the receivable to reflect the shortfall between the carrying amount and the present value of expected future cash flows. Interest income on loans receivable is recognized in financial income and expenses in the consolidated income statement by applying the effective interest rate.statement.

Cash and cash equivalents

Cash and cash equivalents consist ofinclude cash at bank and in hand and available-for-sale investments, cash equivalents. Available-for-sale investments, cash equivalents consist ofas well as highly liquid, fixed-income and money-market investments that are readily convertible to known amounts of cash with maturities at acquisition of three months or less, as well as bank deposits with maturities or contractual call periods at acquisition of three months or less. Due to the high credit quality and short-term nature of these investments, there is an insignificant risk of change in value. Investments in money-marketmoney market funds that have a risk profile consistent with the aforementionedafore-mentioned criteria are also classified as cash equivalents.

Accounts receivable

Accounts receivable include amounts invoiced to customers, amounts where revenue recognition criteria Investments that have been fulfilled but the customers have not yet been invoiced, and amounts where the contractual rights to the cash flows have been confirmed but the customers have not yet been invoiced. Billed accounts receivablethat are carriedsolely payments of principal and interest are measured at the amount invoiced to customers less allowances for doubtful accounts. Allowances for doubtful accountsamortized cost. All other investments are based on a periodic reviewmeasured at fair value through profit and loss.

Classification and measurement of all outstanding amounts, including an analysis of historical bad debt, customer concentrations, customer creditworthiness, past due amounts, current economic trends and changes in customer payment terms. Impairment charges on receivables identified as uncollectible are included in other operating expenses in the consolidated income statement.

Financialfinancial liabilities

The Group has classified its financial liabilities intoin the following categories: derivative and other current financial liabilities compoundmeasured at amortized cost and financial instruments, loans payable,liabilities measured at fair value through profit and accounts payable. Derivativesloss. The Group classifies derivative liabilities at fair value through profit and loss and all other financial liabilities at amortized cost.

All financial liabilities are described in the section on derivative financial instruments.

Compound financial instruments

Compound financial instruments have both a financial liability and an equity component from the issuers’ perspective. The components are defined based on the terms of the financial instrument and presented and measured separately according to their substance. The financial liability component is initially recognized at fair value the residual being allocated to the equity component. The allocation remains the same for the lifeand, in case of the compound financial instrument. The financial liability components of convertible bonds issued by the Group are accounted for as loan payables.

Loans payable

Loans payable are recognized initially at fair valueborrowings and payables, net of transaction costs. In subsequent periods, loans payableFinancial liabilities are presentedderecognized when the related obligation is discharged or cancelled or expired. Additionally, a substantial modification of the terms of an existing financial liability is accounted for as a derecognition of the original financial liability and the recognition of a new financial liability. On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid is recognized in interest expenses in the consolidated income statement.

Interest-bearing liabilities

Long-term interest-bearing liabilities are measured at amortized cost using the effective interest method. Short-term interest-bearing liabilities, including current part of long-term interest-bearing liabilities and collaterals for derivative transactions, are measured at amortized cost using the effective interest method. 

Transaction costs, interest calculated using the effective interest method as well as foreign exchange gains and loan interestlosses are recognized in financial income and expenses in the consolidated income statementstatement.

Other financial liabilities

Other financial liabilities mainly include a conditional obligation to China Huaxin as financial expenses over the lifepart of the instrument.Nokia Shanghai Bell definitive agreements where China Huaxin obtained the right to fully transfer its ownership interest in Nokia Shanghai Bell to the Group in exchange for a future cash settlement. The present value discount on the financial liability is recognized in interest expenses and any changes in the estimated future cash settlement is recognized in financial income and expense in the consolidated income statement.

Accounts payableOther financial liabilities also include derivative liabilities that are discussed separately in Derivative financial instruments section below.

Accounts payableTrade payables

Trade payables are carried at invoiced amount which is considered to be equal to the fair value due to the short-term nature of the Group’s trade payables.

Impairments

Impairment requirements apply to the recognition of a loss allowance for expected credit losses (ECL) on financial assets measured at amortized cost, financial assets measured at fair value through other comprehensive income, financial guarantee contracts and loan commitments. The Group continuously assesses its financial instruments on a forward-looking basis and accounts payable.for the changes in ECL on a quarterly basis using the following method:

§

ECL = PD x LGD x EAD

§

Probability of Default (PD) is estimated separately for the centralized investment portfolio and non-centralized investments. The estimate is based on the credit rating profile of these investments, unless there are specific events that would indicate that the credit rating would not be an appropriate basis for estimating credit risk at the reporting date.

§

For Loss Given Default (LGD) the recovery rate is also estimated separately for centralized investment portfolios and non-centralized investments and is based on the type of investment as well as related collateral arrangements, if any.

§

Exposure at Default (EAD) is normally the nominal value of the investment or financial guarantee. For loan commitments EAD is based on estimated draw-down amounts for the next 12 months.

All the Group’s current investments at amortized cost and fair value through other comprehensive income are considered to have low credit risk, and the loss allowance recognized during the period is therefore limited to 12 months expected losses. Financial instruments that are rated as investment grade are considered to have low credit risk for the purposes of this assessment.

For other non-current financial assets, loans, loan commitments and financial guarantees extended to third parties, the ECL is calculated separately for each significant counterparty using the method described above, including the impact of any collateral arrangements or other credit enhancements to LGD. The estimate is based on 12-month ECL unless there has been a significant increase in credit risk for the specific counterparty since the initial recognition, in which case lifetime ECL is estimated. Breaches of contract, credit rating downgrades and other credit measures are typical indicators that the Group takes into consideration when assessing, whether the credit risk on a financial instrument has increased significantly since initial recognition.

137


Table of Contents

The change in the amount of loss allowance for ECL is recognized as an impairment gain or loss in financial income and expenses in the consolidated income statement. For assets carried at amortized cost the loss allowance is recorded as an adjustment to the carrying amount. For assets carried at fair value through other comprehensive income the loss allowance is recorded as an adjustment in other comprehensive income instead of adjusting the carrying amount that has already been recorded at fair value. For financial guarantee contracts the loss allowance is recognized as an other liability in the statement of financial position.

Impairment losses on contract assets arising from the Group’s contracts with customers are recognized as other operating expenses in the consolidated income statement.

Derivative financial instruments

All derivatives are recognized initially at fair value on the date a derivative contract is entered into and subsequently remeasured at fair value. The method of recognizing the resulting gain or loss varies according to whether the derivatives are designated and qualify under hedge accounting. Generally, the

The cash flows of a hedge are classified as cash flows from operating activities in the consolidated statement of cash flows asin case the underlying hedged items relate to the Group’s operating activities. When a derivative contract is accounted for as a hedge of an identifiable position relating to financing or investing activities, the cash flows of the contract are classified in the same way as the cash flows of the position being hedged. Certain derivatives are hedging the foreign exchange risk of the Group’s cash position and their cash flows are included in foreign exchange adjustment in the consolidated statement of cash flows.

Derivatives not designated in hedge accounting relationships carried at fair value through profit and loss

Forward foreignForeign exchange forward contracts are valued at market-forward exchange rates. Changes in fair value are measured by comparing these rates with the original contract-forward rate. Currency options are valued as of each reporting date by using the Garman & Kohlhagen option valuation model. Changes in fair value are recognized in the consolidated income statement.

Fair values of forward rate agreements, interest rate options, futures contracts and exchange-traded options are calculated based on quoted market rates as of each reporting date. Discounted cash flow analyses aremethod is used to value interest rate and cross-currency interest ratecross currency swaps. Changes in fair value are recognized in the consolidated income statement.

For derivatives not designated under hedge accounting but hedging identifiable exposures such as anticipated foreign currency denominated sales and purchases, the gains and losses are recognized in other income or expenses.expenses in the consolidated income statement. The gains and losses on all other derivatives not designated under hedge accounting are recognized in financial income and expenses in the consolidated income statement.

Embedded derivatives included in contracts, if any, are identified and monitored by the GroupGroup. For host contracts that are not financial assets containing embedded derivatives that are not closely related, the embedded derivatives are separated and measured at fair value as of each reporting date with changes in fair value recognized in financial income and expenses in the consolidated income statement.

145


Table For host contracts that are financial assets containing embedded derivatives the whole contract is measured at fair value as of Contents

each reporting date with changes in fair value recognized in financial income and expenses in the consolidated income statement.

Hedge accounting

The Group applies hedge accounting on certain forward foreign exchange forward contracts, options or option strategies, and interest rate derivatives. Qualifying options and option strategies have zero net premium, or a net premium paid. For option structures, the critical terms of the boughtpurchased and soldwritten options are the same and the nominal amount of the soldwritten option component is not greater than that of the boughtpurchased option.

In the fair valuation of foreign exchange forward contracts, the Group separates the spot element and the forward element including the impact of foreign currency basis and forward points, that is considered as the cost of hedging for foreign exchange forward contracts. In the fair valuation of foreign exchange option contracts, the Group separates the intrinsic value and time value, that is considered as the cost of hedging for foreign exchange option contracts. In the fair valuation of cross currency swaps, the Group separates the foreign currency basis spread that is considered as the cost of hedging for cross currency swaps.

Cash flow hedges: hedging of forecast foreign currency denominated sales and purchases

The Group applies cash flow hedge accounting for qualifying hedges. Qualifying hedges are those properly documented cash flow hedges ofprimarily to forecast business foreign exchange rateexposure that arises from highly probable forecast operative business transactions. The risk of future forecastmanagement strategy is to hedge material net exposures (identified standard sales exposure minus identified standard costs exposure) by using foreign currency denominated salesexchange forwards and purchasesforeign exchange options in a layered hedging style that meet the requirements set outfollows defined hedge ratio ranges and hedge maturities in IAS 39, Financial Instruments: Recognition and Measurement.quarterly time buckets. The hedged item must be highly probable and present an exposure to variations in cash flows that could ultimately affect profit or loss.

The Group only designates the spot element of the foreign exchange forward contract as the hedging instrument. Currency options, or option strategies, may also be used for cash flow hedging, in which case the intrinsic value of the option is designated as the hedging instrument. Hedge effectiveness is assessed at inception and quarterly during the hedge must be highly effective, both prospectively and retrospectively.relationship to ensure that an economic relationship exists. As the Group only enters in hedge relationships where the critical terms match, the assessment of effectiveness is done on a qualitative basis.

For qualifying foreign exchange forwards and foreign exchange options, the change in fair value that reflects the change in spot exchange rates and, for qualifyingon a discounted basis is recognized in hedging reserve in other comprehensive income. The changes in the forward element of the foreign exchange forwards and the time value of the options or option strategies, the change in intrinsic valuethat relate to hedged items are deferred in fair valuethe cost of hedging reserve in other comprehensive income and other reserves in shareholders’ equity to the extent that the hedge is effective. The ineffective portion is recognized immediatelyare subsequently accounted for in the consolidated income statement. Hedging costs, expressed eithersame way as the change in fair value that reflectsspot element or intrinsic value.

In each quarter the change in forward exchange rates lessGroup evaluates whether the change in spot exchange rates for forward foreign exchange contracts,forecast sales and purchases are still expected to occur. If a portion of the hedged cash flow is no longer expected to occur, all related deferred gains or as changes in the time value for options or options strategies,losses are derecognized from other comprehensive income and recognized in other income orand expenses in the consolidated income statement.

Accumulated changes in fair value from qualifying hedges are released from fair value and other reserves into the consolidated income statement as adjustments to other operating income and expenses whenhedge accounting criteria is no longer met. If the hedged cash flow affects the consolidated income statement. Forecast foreign currency sales and purchases affect the consolidated income statement at various dates up to approximately one year from the reporting date. If the forecasted transaction is no longer expected to take place, all deferred gains or losses are released immediately into the consolidated income statement. If the hedged item ceases to be highly probable, but is still expected to take place,occur, accumulated gains and losses remain in fair value and other reservescomprehensive income until the hedged cash flow affects profit or loss.

138


Table of Contents

The Group’s risk management objective is to hedge forecast cash flows until the related revenue has been recognized. Each hedge relationship is discontinued during the quarter when the hedge matures, which is also the quarter that it has been designated to hedge. At this point the accumulated profit or loss of cash flow hedges is recycled to other income and expenses in the consolidated income statement.  In case the forecast amount of revenue is not recognized during a quarter, the full accumulated profit or loss of cash flow hedges designated for said quarter is still recycled and the portion related to forecast revenue that was not recognized is disclosed as hedge ineffectiveness.

As cash flow hedges mature in the same quarter as the hedged item, there is no significant ineffectiveness resulting from time value of money. The group will validate the magnitude of the impact of discounting related to the amount of profit or loss recognized in other comprehensive income on a quarterly basis.

The Group also applies cash flow hedging to future interest cash flows in foreign currency related to issued bonds. These future interest cash flows are hedged with cross currency swaps that have been designated partly as fair value hedges and partly as cash flow hedges. The accumulated profit or loss for the part of these cross currency swaps designated as cash flow hedges is initially recorded in hedging reserve and recycled to profit or loss at the time when the related interest cash flows are settled. The Group separates the foreign currency basis spread from cross currency swaps and excludes it from the hedge relationship as cost of hedging that is initially recognized and subsequently measured at fair value and recorded in cost of hedging reserve in other comprehensive income.

The Group has also entered into foreign exchange forwards in relation to forecast sales and purchases that do not qualify as highly probable forecast transactions and hence do not satisfy the requirements for hedge accounting. For these foreign exchange forwards the gains and losses are recognized in other income and expenses in the consolidated income statement.

Cash flow hedges: hedging of foreign currency risk of highly probable business acquisitions and other transactions

From time to time the Group hedges the cash flow variability caused bydue to foreign currency risk inherent in highly probable business acquisitions and other future transactions that result in the recognition of non-financial assets. WhenDue to hedge accounting the fair value changes of the hedging instrument is deferred to hedging reserve in other comprehensive income and when those non-financial assets are recognized in the consolidated statement of financial position, the accumulated gains and losses previously deferredare derecognized from hedging reserve and included in fair value and other reserves are transferred to the initial acquisition cost of the asset. The deferred amounts are ultimately recognized in the consolidated income statement as a result of goodwill assessments for business acquisitions and through depreciation or amortization for other assets. The application of hedge accounting is conditional on the forecast transaction being highly probable and the hedge being highly effective, prospectivelyeffectiveness assessment ensuring that an economic relationship exists between the hedging instruments and retrospectively.the hedged item.

Cash flow hedges:The Group only designates the spot element of the foreign exchange forward contract as the hedging ofinstrument. Currency options, or option strategies, may also be used for cash flow variability on variable rate liabilities

From time to time,hedging, in which case the Group applies cash flow hedge accounting for hedging cash flow variability on certain variable rate liabilities. The effective portionintrinsic value of the gain or loss relating to interest rate swapsoption is designated as the hedging variable rate borrowings is deferredinstrument. For qualifying foreign exchange forwards and foreign exchange options, the change in fair value and other reserves. The gain or loss related tothat reflects the ineffective portionchange in spot exchange rates on a discounted basis is recognized immediatelyin hedging reserve in other comprehensive income. The changes in the consolidated income statement. If hedging instruments are settled before the maturity dateforward element of the related liability, hedge accounting is discontinuedforeign exchange forwards and all cumulative gainsthe time value of the options that relate to hedged items are deferred in the cost of hedging reserve in other comprehensive income and losses recycled gradually toare subsequently accounted for in the consolidated income statement whensame way as the hedged variable interest cash flows affect the consolidated income statement.spot element or intrinsic value.

Fair value hedges: hedging of foreign exchange exposure

TheIn certain cases, mainly related to long-term construction projects, the Group applies fair value hedge accounting for foreign exchange risk with the objective to reduce the exposure to fluctuations in the fair value of firm commitments due to changes in foreign exchange rates. Changes in the fair value of both spot and forward elements of the derivatives designated and qualifying as fair value hedges, together with any changes in the fair value of the hedged firm commitments attributable to the hedged risk, are recorded in financial income and expenses in the consolidated income statement.

Fair value hedges: hedging of interest rate exposure

The Group applies fair value hedge accounting to reduce exposure to fair value fluctuations of interest-bearing liabilities due to changes in interest rates and foreign exchange rates. The Group uses interest rate swaps and cross currency swaps aligned with the hedged items to hedge interest rate risk and associated foreign exchange risk.

The Group has entered into long-term borrowings mainly at fixed rate and swapped a portion of them into floating rates in line with a defined target interest profile. The Group aims to mitigate the adverse impacts from interest rate fluctuations by continuously managing net interest exposure resulting from financial assets and liabilities by setting appropriate risk management benchmarks and risk limits. The hedged item is identified as a proportion of the outstanding loans up to the notional amount of the swaps as appropriate to achieve the risk management objective. The group enters into interest rate swaps that have similar critical terms as the hedged item, such as reference rate, reset dates, payment dates, maturities and notional amount. The Group has not entered into interest rate swaps where it would be paying fixed rate.

The Group’s borrowings are carried at amortized cost. Changes in the fair value of derivatives designated and qualifying as fair value hedges, together with any changes in the fair value of hedged liabilities attributable to the hedged risk, are recognizedrecorded in financial income and expenses.expenses in the consolidated income statement. The Group separates the foreign currency basis spread from cross currency swaps and excludes it from the hedged risk as cost of hedging that is initially recognized and subsequently measured at fair value and recorded in cost of hedging reserve in other comprehensive income. If the hedged item no longer meets the criteria for hedge accounting, hedge accounting ceases and any fair value adjustments made to the carrying amount of the hedged item as well as cost of hedging recorded in cost of hedging reserve while the hedge was effective are recognized in financial income and expenses in the consolidated income statement based on the effective interest method.

Hedges of net investments in foreign operations

The Group applies hedge accounting for its foreign currency hedging onof selected net investments. Qualifying hedges are those properly documented hedgesHedged item can be an amount of net assets equal to or less than the carrying amount of the net assets of the foreign operation in the Group consolidated financial statements. The risk management strategy is to protect the euro counter value of the portion of this exposure expected to materialize as non-euro cash repatriation in the foreseeable future.

The Group only designates the spot element of the foreign exchange rate riskforward contract as the hedging instrument. Currency options, or option strategies, may also be used for net investment hedging, in which case the intrinsic value of the option is designated as the hedging instrument.

139


Table of Contents

Hedge effectiveness is assessed at inception and quarterly during the hedge relationship to ensure that an economic relationship exists. As the Group only enters in hedge relationships where the critical terms match, the assessment of effectiveness is done on a qualitative basis.

For qualifying foreign currency denominated net investments that are effective both prospectivelyexchange forwards, foreign exchange options and retrospectively.

Theoption strategies, the change in fair value that reflects the change in spot exchange rates for qualifyingis recognized in translation differences within consolidated shareholders’ equity. The changes in the forward element of foreign exchange forwards andas well as the changechanges in intrinsicthe time value for qualifyingof options (collectively known as the “cost of hedging”) is recognized in cost of hedging reserve in other comprehensive income. The cost of hedging at the date of designation of the foreign exchange options, are deferred in translation differencesforward or option contract as a hedging instrument is amortized to financial income and expenses in the consolidated income statement over the duration of shareholder’s equity. Thethe contract. Hence, in each reporting period, the change in fair value that reflectsof forward element of the change inforeign exchange forward exchange rates less the change in spot exchange rates for forwards, and changes incontract or time value for options are recognizedof the option contract is recorded in financial income and expenses. If a foreign currency denominated loancost of hedging reserve, whilst the amortization amount is used as a hedge, all foreign exchange gains and losses arisingreclassified from the transaction are recognized in translation differences. The ineffective portion is recognized immediately in the consolidated income statement.cost of hedging reserve to profit or loss.

Accumulated changes in fair value from qualifying hedges are releasedderecognized from translation differences within consolidated shareholders’ equity on the disposal of all or part of a foreign Group companysubsidiary by sale, liquidation, repayment of share capital or abandonment. The cumulative amount or proportionate share of changes in the fair value of qualifying hedges deferred in translation differences is recognized as income or expense when the gain or loss on disposal is recognized.

Provisions

Provisions are recognized when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate of the amount can be made. When the Group expects a provision to be reimbursed, the reimbursement is recognized as an asset only when the reimbursement is virtually certain. The Group assesses the adequacy of its existing provisions and adjusts the amounts as necessary based on actual experience and changes in facts and circumstances as of each reporting date.

146


Table of Contents

Restructuring provisions

The Group provides for the estimated cost to restructure when a detailed formal plan of restructuring has been completed, approved by management, and announced. Restructuring costs consist primarily of personnel restructuring charges. The other main components are costs associated with exiting real estate locations, and costs of terminating certain other contracts directly linked to the restructuring.

Warranty provisions

The Group provides for the estimated liability to repair or replace products under standard warranty at the time revenue is recognized. The provision is an estimate based on historical experience of the level of repairs and replacements.

Litigation provisions

The Group provides for the estimated future settlements related to litigation based on the probable outcome of potential claims.

Environmental provisions

The Group provides for estimated costs of environmental remediation relating to soil, groundwater, surface water and sediment contamination when the Group becomes obliged, legally or constructively, to rectify the environmental damage, or to perform restorative work.

Project loss provisions

Project loss provisions relate to contracts with customers and are evaluated at a contract level. The Group provides for onerous contracts based on the lower of the expected cost of fulfilling the contract and the expected cost of terminating the contract. An onerous contract is a contract in which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it.

Divestment-related provisions

The Group provides for indemnifications it is required to make to the buyers of its disposed businesses.

Material liability provisions

The Group recognizes the estimated liability for non-cancellable purchase commitments for inventory in excess of forecasted requirements at each reporting date.

Other provisions

The Group provides for uncertain taxes, other legal and constructive obligations based on the expected cost of executing any such commitments.

Treasury shares

The Group recognizes its own equity instruments that are acquired (“treasury shares”)(treasury shares) as a reduction of equity at cost of acquisition. When cancelled, the acquisition cost of treasury shares is recognized in retained earnings.earnings or other distributable funds of the equity.

Dividends

Until 2018, Dividends proposed by the Board of Directors were recognized in the consolidated financial statements when they were approved by the shareholders at the Annual General Meeting. From 2019 onwards, and applicable for the first time for distribution of funds for 2018, dividends and capital repayments are recognized in the consolidated financial statements when they have beenthe Board of Directors has approved by the shareholders atquarterly payment in accordance with the authorization granted by Annual General Meeting.

3. New and amended standards and interpretations

New and amended standards and interpretations adopted

OnThe Group has adopted IFRS 9, Financial Instruments (IFRS 9) and IFRS 15, Revenue from Contracts with Customers (IFRS 15) on their effective date of January 1, 2017,2018. The impact of adoption on the Group adopted amendments to IAS 7, Statement of Cash Flows (“IAS 7”) and IAS 12, Income Taxes (“IAS 12”). The amendments to IAS 7 are part of the IASB’s Disclosure Initiative and help users ofGroup’s consolidated financial statements to better understand changesis described in an entity’s debt arising from financing activities, including both changes arising from cash flowsdetail below.

Other amendments and non-cash changes. The amendments to IAS 12 relate to potential restrictions of tax laws to sources of taxable profits against which an entity may make deductions on the reversal of deductible temporary difference, as well as to provide additional guidance on how an entity should determine future taxable profits. The amendmentsinterpretations effective in 2018 did not have a material impact on the Group’s consolidated financial statements.

Standards issued but not yet effective

140


Table of Contents

The Group will adoptfollowing table shows the following new and revised standards, amendments and interpretations to existing standards issuedadjustments recognized for each individual line item in the consolidated statement of financial position. Line items that were not affected by the IASB thatchanges have not been included, and as a result, the subtotals and totals cannot be calculated from the numbers provided. The adjustments are expected to be relevant to its operations andexplained in more detail by standard below.

Consolidated statement of financial position when they become effective and are endorsed by the EU. Other revisions, amendments and interpretations to existing standards issued by the IASB that are not yet effective, except what has been described below, are not expected to have a material impact on the consolidated financial statements of the Group when adopted.(extract):

 

 

 

 

 

EURm

December 31, 2017

IFRS 9

IFRS 15

January 1, 2018

ASSETS

 

 

 

 

Non-current financial investments

 –

679

 –

679

Available-for-sale investments

816

(816)

 –

 –

Deferred tax assets

4 582

 9

 –

4 591

Other non-current financial assets

215

132

 –

347

Non-current assets

21 160

 4

 –

21 164

Trade receivables

6 880

(46)

(1 728)

5 106

Contract assets

 –

 –

1 919

1 919

Prepaid expenses and accrued income

1 259

 –

(217)

1 042

Other financial assets

302

 4

 –

306

Current financial investments

 –

907

 –

907

Available-for-sale investments, liquid assets

911

(911)

 –

 –

Current assets

19 841

(46)

(26)

19 769

Total assets

41 024

(43)

(26)

40 955

SHAREHOLDERS' EQUITY AND LIABILITIES

 

 

 

 

Fair value and other reserves

1 094

(252)

 –

842

Retained earnings

1 147

214

(16)

1 345

Total equity

16 218

(38)

(16)

16 164

Deferred tax liabilities

413

(5)

(5)

403

Contract liabilities

 –

 –

1 216

1 216

Deferred revenue and other long-term liabilities

2 986

 –

(1 216)

1 770

Non-current liabilities

12 062

(5)

(5)

12 052

Contract liabilities

 –

 –

2 478

2 478

Accrued expenses, deferred revenue and other liabilities

6 666

 –

(2 483)

4 183

Current liabilities

12 744

 –

(5)

12 739

Total shareholders' equity and liabilities

41 024

(43)

(26)

40 955

The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.

IFRS 9 Financial Instruments

IFRS 9, Financial Instruments, (“IFRS 9”), was issued in July 2014 and it replaces IAS 39, Financial Instruments: Recognition and Measurement (“IAS 39”)(IAS 39). IFRS 9 addresses the classification and measurement of financial assets and liabilities, introduces a new impairment model and a new hedge accounting model. The Group will adopt the standard on the effective date of January 1, 2018. On adoption, the Group doeshas not restaterestated comparative periods but will presentpresents the cumulative effect of adopting IFRS 9 as a transition adjustment to the opening balance of other comprehensive income and retained earnings as of January 1, 2018.

Classification and measurement

Based on assessmentThe effect of changes to the Group’s business modelsfinancial statement due to the adoption of IFRS 9 are described below. For IFRS 9 compliant accounting principles for holding financial assets, the Group has identified the followinginstruments, refer to be the most significant impacts in the classificationNote 2, Significant accounting policies.

Classification and measurement of financial assets

The Group has classified its financial assets in the following three categories: financial assets measured at amortized cost, financial assets measured at fair value through other comprehensive income and financial assets measured at fair value through profit and loss. The selection of the appropriate category is based both on the Group’s business model for managing the financial asset and on the contractual cash flows characteristics of the financial asset. The new asset classes replace the following IAS 39 asset classification categories: available-for-sale investments, derivative and other current financial assets, loan receivables, trade receivables, financial assets at fair value through profit or loss.

Non-current Investments: Investments in unlisted private equity shares, technology-related publicly quoted shares and unlisted venture funds are classified as fair value through profit and loss. Under IAS 39 these items were classified as available-for-sale. Fair valuation is recorded in other income and expenses based on the business model assessment performed in conjunction with IFRS 9 transition.

Other non-current financial assets: Restricted bank deposits are classified as amortized cost. Under IAS 39 these items were classified as available-for-sale.

Loan receivables: The Group’s business model for managing loans to customers and suppliers is both to collect contractual cash flows and to sell assets and hence customer finance assets are initially recognized and subsequently re-measured at fair value through other comprehensive income. Under IAS 39 these items were measured at amortized cost less impairment using the effective interest method.

Derivatives: There is no change in the classification or measurement of derivative assets not designated in hedge accounting relationships apart from embedded derivatives: based on IFRS 9, the whole contract is evaluated based on the classification criteria and then classified as its entirety. Based on IAS 39 embedded derivatives were measured at fair value through profit and loss.

Current Investments: Fixed income and money market securities are classified as fair value through other comprehensive income in case the instrument characteristics fulfil the criteria of payments of solely principal and interest and are not part of a structured investment (formerly classified as available-for-sale investments). Other investments are classified at fair value through profit or loss.

§

The Group’s investments in venture funds that are under IAS 39 classified as non-current available-for-sale investments will be classified at fair value through profit or loss with value changes included to other operating income and expenses. Upon initial application of the standard, the accumulated net positive fair value changes of approximately EUR 200 million, formerly recorded to other comprehensive income, will be presented as an adjustment to opening balance of retained earnings. There will be no change in the valuation nor carrying amount of these assets.

§

Certain restricted bank deposits currently classified as non-current available-for-sale investments under IAS 39 will be classified as amortized cost. There will be no change in the carrying amount of these deposits.

§

Trade receivables are under IAS 39 carried at the invoiced amount less allowances for doubtful accounts. The Group’s business model for managing trade receivables is both to collect contractual cash flows and to sell assets and hence trade receivables will be measured at fair value

147141


 

Table of Contents

Trade receivables: The Group’s business model for managing trade receivables is holding receivables to collect contractual cash flows and selling receivables. Hence, trade receivables are initially recognized at notional amounts and subsequently re-measured at fair value through other comprehensive income. IAS 39 measured these trade receivables at amortized cost.

Classification and measurement of financial liabilities

The Group classifies derivative liabilities at fair value through profit and loss and all other financial liabilities at amortized cost. These category classes replace the IAS 39 classes derivative and other financial liabilities, compound financial instruments, loans payable, and account payable. The implementation of IFRS 9 has not had a material effect on the classification and measurement of financial liabilities.

Impairment

The Group assesses expected credit losses on financial assets on a forward-looking basis whereas the impairment provision under IAS 39 was based on actual credit losses. Expected credit losses are calculated based on credit rating profile and estimated recovery rate as well as any other specific indicators on counterparty creditworthiness. The impairment requirements concern the following financial assets: customer loans and current investments measured at fair value through other comprehensive income, financial assets measured at amortized cost as well as financial guarantee contracts and loan commitments. Based on the Group’s assessment of these financial assets at the reporting date only the expected credit loss for customer loans and loan commitments was not deemed immaterial.

A loss allowance is recognized based on 12-month expected credit losses unless the credit risk for the financial instrument has increased significantly since initial recognition. For trade receivables and contract assets, the Group applies a simplified approach to recognizing a loss allowance based on lifetime expected credit losses.

Hedge accounting

As the Group’s foreign exchange risk management policy and hedge accounting model have been aligned with the requirements of IFRS 9, all hedging relationships qualify for treatment as continuing hedging relationship. The requirement for hedge effectiveness of 80-125 % has been removed from IFRS 9 and the effectiveness of hedging is evaluated based on the economic relationship between the hedging instrument and hedged item. The Group is separating the forward element and the spot element of a foreign exchange forward contract and designates as the hedging instrument only the change in the value of the spot element of the foreign exchange forward contract. The Group also separates the time value of options and the foreign currency basis spread of cross currency swaps. These hedging costs are mainly recognized in other comprehensive income and subsequently accounted for in the same way as the intrinsic value. Under IAS 39 these costs were recognized in profit and loss as they occurred.

The monetary and line-by-line impact of the changes to classification and measurement of financial assets in the consolidated statement of financial position is described in more detail below.

 

 

 

 

 

 

 

 

IAS 39

IFRS 9

December 31, 2017

January 1, 2018

Change in

Change in

EURm

classification

classification

(IAS 39)

(IFRS 9)

classification

measurement

Non-current financial investments(1)

 

 

 

 

 

 

Investments in private equity(2)

Available-for-sale

FVPL

679

679

 

 

Restricted bank deposits(3)

Available-for-sale

Amortized cost

137

 

(137)

 

Other non-current financial assets

 

 

 

 

 

 

Restricted bank deposits(3)

Available-for-sale

Amortized cost

 

137

137

 

Non-current customer financing(4)

Amortized cost

FVOCI

75

70

 

(5)

Other non-current financial assets

FVPL

FVPL

107

107

 

 

Other non-current financial assets

Amortized cost

Amortized cost

33

33

 

 

Other current financial assets including derivatives

 

 

 

 

 

 

Derivatives

FVPL

FVPL

196

196

 

 

Current portion of customer financing(4)

Amortized cost

FVOCI

84

84

 

 

Other current financial assets(3)

Amortized cost

Amortized cost

22

26

 4

 

Trade receivables

 

 

 

 

 

 

Trade receivables(5)

Amortized cost

FVOCI

6 880

6 834

 

(46)

Current financial investments(1)

 

 

 

 

 

 

Available-for-sale investments, liquid assets(6)

FVOCI

FVPL

 

84

84

 

Available-for-sale investments, liquid assets(3)(6)

FVOCI

FVOCI

911

823

(88)

 

Cash and cash equivalents

 

 

 

 

 

 

Financial investments at fair value through profit and loss

Amortized cost

FVPL

1 962

1 962

 

 

Financial investments at amortized cost

Amortized cost

Amortized cost

5 407

5 407

 

 

 

 

 

 

 

 

 

Deferred tax assets and liabilities

 

 

 

 

 

 

Deferred tax assets

 

 

4 582

4 591

 

 9

Deferred tax liabilities

 

 

413

408

(2)

(3)

 

 

 

 

 

 

 

Shareholders' equity

 

 

 

 

 

 

Fair value and other reserves(2)(4)(5)(7)(8)

 

 

1 094

842

(210)

(42)

Retained earnings(2)(7)(8)

 

 

1 147

1 361

212

 2

(1)In 2017, Non-current financial investments were presented as Available-for-sale investments and Current financial investments were presented as Available-for-sale investments, liquid assets under IAS 39.

(2)Upon initial application of IFRS 9, the accumulated net positive fair value changes for the Group’s investments in venture funds, a gain of EUR 226 million, formerly recorded to other comprehensive income, has been presented as a transition adjustment to opening balance of retained earnings. There was no change in the valuation nor carrying amount of these assets.

(3)Certain restricted bank deposits classified mainly as non-current available-for-sale investments under IAS 39 are classified as amortized cost. There was no change in the carrying amount of these deposits.

through other comprehensive income. The initial fair value adjustment, which will be presented in other comprehensive income as a transition adjustment upon initial application of the standard, is not material.

§

The Group’s business model for managing customer finance assets is both to collect contractual cash flows and to sell assets and hence customer finance assets will be measured at fair value through other comprehensive income. The initial fair value adjustment, which will be presented in other comprehensive income as a transition adjustment upon initial application of the standard, is not material.

142


§

The Group has assessed the investments currently classified as current available-for-sale, liquid assets, and will classify certain investment funds to be measured at fair value through profit or loss at the adoption of the new standard. The rest of these investments satisfy the conditions for classification at fair value through other comprehensive income.

§

Certain term deposits used as collaterals for derivative transactions that are under IAS 39 classified as cash equivalents will be classified to current financial investments based on IFRS 9 business model assessment.

Impairment model

(4)The initial fair value adjustment for customer finance assets of a loss of EUR 5 million has been presented in opening balance of other comprehensive income as a transition adjustment.

(5)The initial fair value adjustment for trade receivables of a loss of EUR 46 million has been presented in opening balance of other comprehensive income as a transition adjustment.

(6)The Group has assessed the investments classified under IAS 39 as current available-for-sale, liquid assets, and has classified certain investment funds to be measured at fair value through profit or loss at the adoption of IFRS 9. The rest of these investments satisfy the conditions for classification at fair value through other comprehensive income.

(7)The Group has assessed the impact of the new impairment model. As the credit quality of the Group’s fixed income and money market investments is high, there will beis no significant impact from the new model. There will be a limitedwas an impact of EUR 9 million loss to loans extended to the Group’s customers as the new model results in an earlier recognition of credit losses.losses that has been recorded in opening balance of other comprehensive income and retained earnings as a transition adjustment.

Hedge accounting model

The new hedge accounting model will align the accounting for hedging instruments more closely with the Group’s risk management practices. The Group’s foreign exchange risk management policy and hedge accounting model have been aligned with the requirements from IFRS 9 and hence there is no impact on the accounting for its hedging relationships. (8)For cash flow hedge accounting, the Group has elected to defer cost of hedging in other comprehensive income until the hedged item impacts profit and loss. As a result, a loss of EUR 10 million for accumulated cost of hedging related to hedges under cash flow hedge accounting at the end of 2017 has been presented in opening balance of other comprehensive income and retained earnings as a transition adjustment. For net investment hedge accounting, theThe Group has elected to defer cost of hedging in other comprehensive income and amortize it over the duration of the hedge. The initial adjustment related to treatment of cost of net investment hedging that iswas not significant.

The numbers presented in the footnotes above are gross of tax. The tax impact of IFRS 9 transition adjustments has been recorded betweento deferred tax assets, deferred tax liabilities, fair value and other comprehensive income andreserves or retained earnings as a transition adjustment upon initial application of the standard, is not material.   applicable.

Disclosure

The new standard also introduces expanded disclosure requirements and changes in presentation that are expected to change the nature and extent of the Group’s disclosures about its financial instruments, particularly in the year of the adoption of the new standard. The financial effect of the IFRS 9 transition will be presented in the 2018 annual report.

IFRS 15 Revenue from Contracts with Customers

On January 1, 2018, the Group adopted IFRS 15, Revenue from Contracts with Customers, (“Customers. IFRS 15”) was issued in May 2014 and15 establishes a new five-step model that will applyapplies to revenue arising from contracts with customers.customers and replaces IAS 18, Revenue, and IAS 11, Construction contracts. Under IFRS 15, revenue is recognized to reflect the transfer of promised goods and services to customers for amounts that reflect the consideration to which an entitythe Group expects to be entitled in exchange for those goods and services. The Group will adopt the standard on the effective date of January 1, 2018. The new standard replaces IAS 18, Revenue, and IAS 11, Construction contracts.

The Group adopted the standard by applying the modified retrospective transition method to all contracts that were not completed contracts at the date of adoption and will presenthas presented the cumulative effect of adopting IFRS 15 as an adjustment to the opening balance of retained earnings as of January 1, 2018. The IFRS 15 adoption-related adjustments to the year-end 2017 consolidated statement of financial position and the resulting 2018 opening balance sheet are presented above. Adoption of the standard resulted in a post-tax decrease of retained earnings of EUR 16 million in the opening balance sheet of 2018, with offsetting entries in contract assets and contract liabilities.

Management has analyzed the impactThe main impacts of the adoption of IFRS 15 and concluded thatare summarized below including a significant change in presentation within the new standard will not have a material impact on the Group’s consolidated statement of financial statements. The procedures performed by management focused on a review of existing contracts through December 31, 2017, focusing on the following areas:position.

Arrangements with customers

Management considered the definitionIdentification of a contract in

In accordance with the new standard andIFRS 15, management concluded that only legally binding commitmentsenforceable rights should be considered in evaluating the accounting for arrangementscontracts with customers. As such, frame agreements will beare accounted for based on the issuance of subsequent purchase orders initial discounts and other material rights.under the frame agreements. Previously, a broader contract definition was permitted for accounting purposes.

Identification of performance obligations and allocation of transaction price

In accordance with IFRS 15, the identification of performance obligations and allocation of transaction price is based on a fair value model. The Group’s application of previous accounting standards is consistent with IFRS 15.

Transfer of control of hardware

The point at which control transfers to the customer under IFRS 15 is consistent with the Group’s assessed point of transfer of the significant risks and rewards of ownership to the customer under the previous standard.

Software revenue

In accordance with IFRS 15, revenue related to licenses and other software arrangements will beis recognized over time or at pointsthe point in time. Under previous standards,time when a performance obligation is satisfied. Previously, certain software revenue arrangements were recorded as revenue over the terms of the arrangements where customers had access to a portfolio of software solutions. Afterfixed term subscription period. Upon the adoption of IFRS 15, this change may result in larger fluctuations in revenue between quarters than under the previous standard. In 2018, this change did not have a material impact.

Patent license agreements in Nokia TechnologiesEstablishment of contract asset and contract liability balances

The Group’s current revenue recognition principles for license agreements, which contain future commitments to perform, are in line withUpon adoption of IFRS 15, and continue to be recorded over time. Further, the Group has determined that, upon transition to IFRS 15, one specific license agreement isestablished contract asset and contract liability balances for each of its customer contracts in its consolidated statement of financial position, depending on the relationship between the Group’s performance and the customer’s payment for each individual contract. On a completednet basis, a contract as it has no such future commitments (refer to Application of transition guidance below).

Application of transition guidance

In April 2014,asset position represents where the Group entered into an agreementhas performed by transferring goods or services to license certain technology patents and patent applications owned bya customer before the customer has paid the consideration or payment is due. Conversely, a contract liability position represents where a customer has paid the consideration or payment is due, but the Group on the effective date of that agreement, on a non-exclusive basis, to a licensee, for a period of 10 years (the “License Agreement”). Contemporaneously and under the terms of the License Agreement, the Group issuedhas not yet transferred goods or services to the licensee an option to extend the technology patent license for remaining life of the licensed patents. The Group received all cash consideration due for the sale of the 10-year license and option upon closing of the License Agreement. Management has determined that, upon transition to IFRS 15, the License Agreement is a completed contract. As such, in accordance with the transition requirementscustomer. Upon adoption of the standard, the Group continuesidentified discount accruals that do not require the customer to apply its prior revenue accounting policies, based on IAS 18, Revenue,purchase additional goods and related interpretations, to the License Agreement. Under those policies, the Group is recognizing revenue over the term of the License Agreement.

148


Table of Contents

As of 31 December 2017, the balance of deferred revenue related to the License Agreement of EUR 980 million, recognized in advance paymentsservices and deferred revenueshould thus be presented separately from contract liabilities in the consolidated statement of financial position, isposition. Refer to Note 28, Accrued expenses, deferred revenue and other liabilities.

New and amended standards and interpretations issued but not yet effective

The following new and revised standards, amendments and interpretations to existing standards that have been issued by the IASB but are not yet effective are expected to be recognized as revenue through 2024.relevant to the Group’s operations and financial position when adopted.

Opening balance sheet adjustment

AdoptionOther new and revised standards, amendments and interpretations to existing standards issued by the IASB that are not yet effective, except what has been described below, are not expected to have a material impact on the consolidated financial statements of the standard will result in a net decrease of retained earnings of approximately EUR 25 million in the opening balance sheet of 2018.

DisclosureGroup when adopted.

The newGroup has not early adopted any standard, introduces expanded disclosure requirements which will impact the presentation of the statement of financial position by providing information on customer-related contract assets and liabilities. The standard requires presentation of the net position of the Group’s contract-related balances, excluding invoiced receivables, as of the reporting date, on a contract-by-contract basis.interpretation or amendment that has been issued but is not yet effective.

IFRS 16 Leases

IFRS 16, Leases, (“IFRS 16”)(IFRS 16) was issued in January 2016 and sets out the requirements for the recognition, measurement, presentation and disclosure of leases. IFRS 16 provides a single lessee accounting model, requiring lessees to recognize right-of-use assets and lease liabilities for substantially allmost leases, excluding short-term leases, in the consolidated statement of financial position.

The Group will adopt IFRS 16 on the effective date of January 1, 2019 using the cumulative catch-up transition method, wherebymethod. In accordance with the cumulative effect of initially applying IFRS 16 will be recognized as an adjustment to the opening balance of retained earnings on January 1, 2019 andtransition guidance, comparative information will not be restated. The Group is currently assessingOn adoption, all right-of-use assets (prior to adjustment for prepaid assets, accrued lease payments and onerous lease contract provisions) will be recorded with an equivalent value recorded for the full impact ofrelated lease liabilities. Key judgments and estimates used under IFRS 16 but the initial expectation is that the main impact from adoption relatesprimarily relate to the recognitionevaluation of lease terms and disclosurethe use of the Group’s real estate-related operating leases. discount rates.

In the consolidated financial statements for the year ended December 31, 2017Note 30, Commitments and contingencies, the Group disclosed non-cancellable operating lease commitments of EUR 961 million. Refer1 099 million, of which the majority relates to Note 30, Commitmentsreal estate operating lease commitments. As of the date of this 20-F, the impact of the new standard on the Group's financial statements is not reasonably estimable. The Group expects that the lease liability recorded at the date of adoption will differ from non-cancellable lease commitments mainly due to excluding non-cancellable operating lease commitments for onerous lease contracts and contingencies.for properties not

143


Table of Contents

available for use by the Group at the adoption date, the judgments of including lease extension option periods in determining lease term and the impact from discounting future lease payments to present value.

IFRS 16 allows for entities to elect a number of practical expedients to simplify the initial adoption of IFRS 16, as well as the ongoing application of IFRS 16.

The Group will elect to adopt the following practical expedients upon transition:

§

The Group will apply IFRS 16 to contracts that were previously identified as leases applying IAS 17, Leases, and IFRIC 4, Determining whether an Arrangement contains a Lease;

§

The Group will adjust the right-of-use assets by the amount of onerous lease contract provisions recognized in the consolidated statement of financial position in accordance with IAS 37, Provisions, Contingent Liabilities and Contingent Assets;

§

The Group will exclude initial direct costs related to the execution of lease contracts from the measurement of the right-of-use assets; and

§

The Group will apply hindsight to estimate the lease term for all lease contracts existing on the effective date of January 1, 2019.

The Group will elect to adopt the following practical expedients on an ongoing basis:

§

The Group will not separate non-lease components from lease components and will instead account for each lease component and associated non-lease component as a single lease component; and

§

The Group will not recognize any short-term leases on the consolidated statement of financial position where the lease term is 12 months or less at the lease commencement date. Instead, the Group will recognize the lease payments associated with short-term leases as an expense recognized on a basis representative of the pattern of the lease’s benefit. 

3.4. Use of estimates and critical accounting judgments

The preparation of consolidated financial statements requires use of management judgment in electing and applying accounting policies as well as in making estimates that involve assumptions about the future. These judgments, estimates and assumptions may have a significant effect on the consolidated financial statements.

The estimates used in determining the carrying amounts of assets and liabilities subject to estimation uncertainty are based on historical experience, expected outcomes and various other assumptions that were available when these consolidated financial statements were prepared, and they are believed to be reasonable under the circumstances. The estimates are revised if changes in circumstances occur, or as a result of new information or more experience. As estimates inherently contain a varying degree of uncertainty, actual outcomes may differ, resulting in additional charges or credits to the consolidated income statement.

Management considers that the estimates, assumptions and judgments about the following accounting policies represent the most significant areas of estimation uncertainty and critical judgment that may have an impact on the consolidated financial statements.

Business combinations

The Group applies the acquisition method to account for acquisitions of separate entities or businesses. The determination of the fair value and allocation thereof to each separately identifiable asset acquired and liability assumed as well as the determination of the acquisition date, when the valuation and allocation is to be conducted require estimation and judgment.

Estimation and judgment are required in determining the fair value of the acquisition, including the discount rate, the terminal growth rate, the number of years on which to base the cash flow projections, and the assumptions and estimates used to determine the cash inflows and outflows. The discount rate reflects current assessments of the time value of money, relevant market risk premiums, and industry comparisons. Risk premiums reflect risks and uncertainties for which the future cash flow estimates have not been adjusted. Terminal values are based on the expected life of products and forecasted life cycle, and forecasted cash flows over that period. The assumptions are based on information available at the date of acquisition; actual results may differ materially from the forecast as more information becomes available. Refer to Note 5, Acquisitions.6, Acquisitions and disposals.

Revenue recognition

In addition to those identified within the significant accounting policies in the revenue recognition section of Note 2, Significant accounting policies, management has identified the following estimates and critical accounting judgments necessary in the determination of revenue to be recognized each period.

Contract modifications  

A significant part of the Group’s business is conducted under framework agreements with no fixed commitment on the overall project scope. The accounting treatment of subsequent purchase commitments received from the customer in the form of new purchase orders is a critical judgment. Subsequent purchase orders may be deemed either to represent separate contracts or to represent a modification of the existing contract, which requires combination with the original contract for accounting purposes.

The decision whether to segregate or combine subsequent purchase orders can have a direct impact on the amount of revenue recognized in a given period for arrangements with multiple performance obligations including material rights as the transaction price is allocated to the performance obligations identified within the contract.

Determining and allocating the transaction price

As the Group often provides complex and extensive networking solutions, the contracts for these may contain complex pricing structures, many of which include discount programs that range from volume-based discounts to lumpsum discounts provided upon entering the contract. The revenue recognized for any contract always reflects the net impact of list price and any estimated or actual discounts. Revenue is only recognized to the extent that it is highly probable that a significant reversal will not occur.

144


Table of Contents

When the Group enters into transactions involving multiple componentscontracts with customers consisting of any combination of hardware, services and software, separate performance obligations are identified and intellectual property rights where the Group identifies the separate components and estimatesaccounted for based on their relative fair values,nature, considering the economic substance of the entire arrangement. Hardware and software sold by the Group includes warranty, which can either be assurance-type for repair of defects and recognized as a centralized warranty provision (refer to Note 29, Provisions), or service-type for scope beyond the repair of defects or for a time period beyond the standard assurance-type warranty period and considered a separate performance obligation within the context of the contract. Revenue is allocated to each performance obligation based on its standalone selling price in relation to the overall transaction price. The fair valuestandalone selling price of each componentperformance obligation is determined by taking into considerationconsidering factors such as the price of the component whenperformance obligation if sold separatelyon a standalone basis and the componentexpected cost of the performance obligation plus a reasonable margin when price references are not available. The portion of the transaction price allocated to each performance obligation is then recognized when the revenue recognition criteria for that performance obligation have been met. The determination of the fair valuestandalone selling price for each performance obligation and the resulting allocation thereofof the total transaction price to each separately identifiable component requiresperformance obligation require the use of estimates and judgment whichthat may have a significant impact on the timing and amount of revenue recognized.

In some multiple element licensing transactions,customer contracts, the timing of revenue recognition and collection of the consideration are more than a year apart and therefore may contain a significant financing component that must be recognized separately from revenue associated with the arrangement’s performance obligations. In these cases, the Group appliesvalues the residual methodfinancing component embedded in the absencecontract based on applicable market rates and excludes it from the transaction price if considered significant. Such financing components are presented within financial income and expense. The Group does not adjust the promised amount of reference information.

Net sales includes revenue from all licensing negotiations, litigations and arbitrationsconsideration for the effects of a significant financing component if it expects, at contract inception, that the period between when the promised good or service transfers to the extentcustomer and when the Group collects payment for that the criteria for revenue recognition have been met. The final outcome may differ from the current estimate. good or service, will be one year or less.

Refer to Note 7,8, Revenue recognition.recognition, for further details on revenue recognition in 2018.

Pension and other post-employment benefit obligations and expenses

The determination of pension and other post-employment benefit obligations and expenses for defined benefit plans is dependent on a number of estimates and assumptions, including the discount rate, future mortality rate, annual rate of increase in future compensation levels, and healthcare costs trend rates and usage of services in the United States where the majority of our post-employment healthcare plans are maintained. A portion of plan assets is invested in debt and equity securities, which are subject to market volatility. Changes in assumptions and actuarial estimates may materially affect the benefit obligation, future expense and future cash flow. Based on these estimates and assumptions, defined benefit obligations amount to EUR 23 955 million (EUR 25 497 million (EUR 28 663 million in 2016)2017) and the fair value of plan assets amounts to EUR 24 479 million (EUR 25 535 million (EUR 27 770 million in 2016)2017). Refer to Note 27, Pensions and other post-employment benefits.

Income taxes

The Group is subject to income taxes in the jurisdictions in which it operates. Judgment is required in determining current tax expense, uncertain tax positions, deferred tax assets and deferred tax liabilities; and the extent to which deferred tax assets can be recognized.

Estimates related to the recoverability of deferred tax assets are based on forecasted future taxable income and tax planning strategies. Based on these estimates and assumptions, the Group has EUR 20 365465 million (EUR 20 952365 million in 2016)2017) of temporary differences, tax losses carry

149


Table of Contents

forward and tax credits for which no deferred tax assets are recognized due to uncertainty of utilization. The majority of the unrecognized deferred tax assets relate to France. Refer to Note 12,13, Income taxes.

The utilization of deferred tax assets is dependent on future taxable profit in excess of the profit arising from the reversal of existing taxable temporary differences. The recognition of deferred tax assets is based on the assessment of whether it is more likely than not that sufficient taxable profit will be available in the future to utilize the reversal of deductible temporary differences, unused tax losses and unused tax credits before the unused tax losses and unused tax credits expire. Recognition of deferred tax assets involves judgment regarding the future financial performance of the particular legal entity or tax group that has recognized the deferred tax asset.

Liabilities for uncertain tax positions are recorded based on estimates and assumptions of the amount and likelihood of outflow of economic resources when it is more likely than not that certain positions may not be fully sustained upon review by local tax authorities. Currently, the Group has ongoing tax investigations in multiple jurisdictions, including Canada, India, Saudi Arabia and Canada.South Korea. Due to the inherently uncertain nature of tax investigations, the ultimate outcome or actual cost of settlement may vary materially from estimates. Refer to Note 12,13, Income taxes.

Goodwill recoverability

The recoverable amounts of the groups of CGUs and the CGU were based on fair value less costs of disposal that was determined using market participant assumptionsa level 3 fair value measurement based on a discounted cash flow calculation. The cash flow projections used in calculating the recoverable amounts were based on financial plans approved by management covering an explicit forecast period of three years. Seven additional years of cash flow projections subsequent to the explicit forecast period reflect a gradual progression towards the steady state cash flow projections modeled in the terminal year. Estimation and judgment are required in determining the components of the recoverable amount calculation, including the discount rate,rates, the terminal growth rate,rates, estimated revenue growth rates, gross marginmargins and operating margin.margins. The discount rates reflect current assessments of the time value of money and relevant market risk premiums reflecting risks and uncertainties for which the future cash flow estimates have not been adjusted. The terminal growth rate assumptions reflect long-term average growth rates for the industry and economies in which the groups of CGUs and the CGU operate.

The results of the impairment testing indicate adequate headroom for each group of CGUs.Total goodwill amounts to EUR 5 248452 million as of December 31, 20172018 (EUR 5 724248 million in 2016)2017). Refer to Note 14,15, Intangible assets and Note 16,17, Impairment.

Allowances for doubtful accountsLoss allowances

Allowances for doubtful accountsLoss allowances are recognized for estimated losses resulting from customers’ inability to meet payment obligations. Following the adoption of IFRS 9, the Group applies a simplified approach to recognizing a loss allowance on trade receivables based on measurement of lifetime expected credit losses arising from trade receivables without significant financing components. Estimation and judgment are required in determining the value of loss allowances for doubtful accounts at each reporting date. Management specifically analyzes accounts receivabletrade receivables and historical bad debt;losses; customer concentrations; customer creditworthiness; past due balances; current economic trends; and changes in customer payment terms when

145


Table of Contents

determining allowances for doubtful accounts. Additional allowances may be required in future periods if financial positionsloss allowances. In addition to past events and current conditions, reasonable and supportable forecasts affecting collectability are considered when determining the amount of customers deteriorate, reducing their ability to meet payment obligations.loss allowances. Based on these estimates and assumptions, loss allowances for doubtful accounts are EUR 195 million as of December 31, 2018 (EUR 192 million (EUR 168 million in 2016)2017), representing 3% of accounts receivable (2%trade receivables and contract assets (3% in 2016)2017). Refer to Note 18, Allowances for doubtful accounts.36, Financial risk management.

Allowances for excess and obsolete inventory

Allowances for excess and obsolete inventory are recognized for excess amounts, obsolescence and declines in net realizable value below cost. Estimation and judgment are required in determining the value of the allowance for excess and obsolete inventory at each reporting date. Management specifically analyzes estimates of future demand for products when determining allowances for excess and obsolete inventory. Changes in these estimates could result in revisions to the valuation of inventory in future periods. Based on these estimates and assumptions, allowances for excess and obsolete inventory are EUR 521 million (EUR 432 million (EUR 456 million in 2016)2017), representing 14% of inventory (15%(14% in 2016)2017). Refer to Note 17,18, Inventories.

Fair value of derivatives and other financial instruments

The fair value of derivatives and other financial instruments that are not traded in an active market such as unlisted equities is determined using valuation techniques. Estimation and judgment are required in selecting an appropriate valuation technique and in determining the underlying assumptions. Where quoted market prices are not available for unlisted shares, the fair value is based on a number of factors including, but not limited to, the current market value of similar instruments; prices established from recent arm’s-length transactions; and/or analysis of market prospects and operating performance of target companies with reference to public market comparable companies in similar industry sectors. Changes in these estimates could result in impairments or losses in future periods. Based on these estimates and assumptions, the fair value of derivatives and other financial assets that are not traded in an active market, using non-observable data (level 3 of the fair value hierarchy), is EUR 688 million (EUR 552 million (EUR 660 million in 2016)2017), representing 29%8% of total financial assets measured at fair value on a recurring basis (24% of total net financial assets(29% in 2016)2017). Level 3 financial liabilities include conditional obligation to China Huaxin as part of the Nokia Shanghai Bell definitive agreements where China Huaxin obtained the right to fully transfer its ownership interest in Nokia Shanghai Bell to the Group in exchange for a future cash settlement. The calculated net present value of the expected future cash settlement istotal level 3 financial liabilities amount to EUR 707 million (EUR 672 million in 2017), representing 71%78% of total financial liabilities (71% in 2017) measured at fair value a on recurring basis. Refer to Note 24, Fair value of financial instruments.

Provisions

Provisions are recognized when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate of the amount can be made. At times, judgment is required in determining whether the Group has a present obligation; estimation is required in determining the value of the obligation. Whilst provisions are based on the best estimate of unavoidable costs, management may be required to make a number of assumptions surrounding the amount and likelihood of outflow of economic resources, and the timing of payment. Changes in estimates of timing or amounts of costs to be incurred may become necessary as time passes and/or more accurate information becomes available. Based on these estimates and assumptions, provisions amount to EUR 1 427 million (EUR 1 888 million (EUR 2 078 million in 2016)2017). Refer to Note 29, Provisions.

Legal contingencies

Legal proceedings covering a wide range of matters are pending or threatened in various jurisdictions. Provisions are recognized for pending litigation when it is apparent that an unfavorable outcome is probable and a best estimate of unavoidable costs can be reasonably estimated. Due to the inherently uncertain nature of litigation, the ultimate outcome or actual cost of settlement may vary materially from estimates. Refer to Note 29, Provisions.

150


Table of Contents

4.Segment5. Segment information

The Group has two businesses: Nokia’s Networks business and Nokia Technologies, and four reportable segments for financial reporting purposes: (1) Ultra Broadband Networks, (2) Global Services and (3) IP Networks and Applications within Nokia’s Networks business; and (4) Nokia Technologies. Segment-level information for Group Common and Other is also presented.

The Group has aggregated Mobile Networks and Fixed Networks operating segments to one reportable segment, Ultra Broadband Networks; and IP/Optical Networks and Nokia Software(1) operating segments to one reportable segment, IP Networks and Applications. The aggregated operating segments have similar economic characteristics, such as long-term margins; have similar products, production processes, distribution methods and customers; and operate in a similar regulatory environment.

The Group adopted its current operational and reporting structure on April 1, 2017. Previously the Group had three reportable segments for financial reporting purposes: Ultra Broadband Networks and IP/Networks and Applications within Nokia's Networks business, and Nokia Technologies. Ultra Broadband Networks was comprised of two aggregated operating segments: Mobile Networks and Fixed Networks, and IP Networks and Applications was comprised of two aggregated operating segments: IP/Optical Networks and Nokia Software. On March 17, 2017, the Group announced changes in its organizational structure which included the separation of the Group’s former Mobile Networks operating segment into two distinct operating segments: one focused on products and solutions, called Mobile Networks, and the other on services, called Global Services. The Global Services operating segment is comprised of the services that resided within the previous Mobile Networks operating segment, including company-wide managed services. Global Services does not include the services of Fixed Networks, IP/Optical Networks and Nokia Software, which continue to reside within the respective operating segments.

The President and CEO is the chief operating decision maker and monitors the operating results of operating and reportable segments for the purpose of making decisions about resource allocation and performance assessment. Key financial performance measures of the segments include primarily net sales and operating profit. The evaluation of segment performance and allocation of resources is based on segment operating profit(2)(1).

Accounting policies of the segments are the same as those described in Note 2, Significant accounting policies. Inter-segment revenues and transfers are accounted for as if the revenues were to third parties, that is, at current market prices. Certain costs and revenue adjustments are not allocated to the segments(2)(1).

No single customer represents 10% or more of revenues.

Segment descriptions

Ultra Broadband Networks

Ultra Broadband Networks comprises Mobile Networks and Fixed Networks operating segments.

The Mobile Networks operating segment offers an industry-leading portfolio of end-to-end mobile networking solutions comprising hardware and software for communications service providers, enterprises and related markets/verticals, such as public safety and Internet of Things (“IoT”)(IoT).

The Fixed Networks operating segment provides copper, fiber and fibercable access products, solutions and services. The portfolio allows for a customized combination of technologies that brings fiber to the most economical point for the customer.

146


Table of Contents

Global Services

Global Services operating segment provides a wide range of professional services with multi-vendor capabilities, covering network planning and optimization, systems integration as well as company-wide managed services. It also provides network implementation and care services for mobile networks, using the strength of its global service delivery for quality, speed and efficiency.

IP Networks and Applications

IP Networks and Applications comprises IP/Optical Networks and Nokia Software operating segments.

The IP/Optical Networks operating segment provides the key IP routing and optical transport systems, software and services to build high capacity network infrastructure for the internet and global connectivity.

The Nokia Software operating segment offers software solutions spanning customer experience management, network operations and management, communications and collaboration, policy and charging, as well as Cloud, IoT, security, and analytics platforms that enable digital services providers and enterprises to accelerate innovation, monetize services, and optimize their customer experience.

Nokia Technologies

The Nokia Technologies operating segment, has two main objectives: to drive growthbuilding on decades of innovation and renewalR&D leadership in its existingtechnologies used in virtually all mobile devices used today, is expanding the Nokia patent licensing business;business, reintroducing the Nokia brand to smartphones through brand licensing, and to build new businesses based on breakthrough innovation in key technologies and products, in the areas of Digital Media and Digital Health.establishing a technology licensing business. The majority of net sales and related costs and expenses attributable to licensing and patenting the separate patent portfolios of Nokia Technologies, Nokia’s Networks business, and Nokia Bell Labs are recorded in Nokia Technologies. Each reportable segment continues to separately record its own research and development expenses.

Group Common and Other

Group Common and Other includes Alcatel-Lucent Submarine Networks and Radio Frequency Systems, both of which are being managed as separate entities. In addition, Group Common and Other includes Nokia Bell Labs’ operating expenses, as well as certain corporate-level and centrally managed operating expenses.

(1)

Applications & Analytics operating segment was renamed as Nokia Software on February 1, 2018.

(2)

(1)   Segment results exclude costs related to the acquisition of Alcatel Lucent and related integration, goodwill impairment charges, intangible asset amortization and other purchase price fair value adjustments, restructuring and associated charges and certain other items.

151


Table of Contents

 

Segment information

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nokia's

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nokia's

 

 

 

 

 

 

 

 

 

 

 

 

 

Ultra

 

 

 

IP Networks

 

Networks

 

 

 

Group

 

 

 

 

 

 

 

 

 

Ultra

 

 

 

IP Networks

 

Networks

 

 

 

Group

 

 

 

 

 

 

 

 

 

Broadband

 

Global

 

and

 

business

 

Nokia

 

Common

 

 

 

Segment

 

Unallocated

 

 

 

Broadband

 

Global

 

and

 

business

 

Nokia

 

Common

 

 

 

Segment

 

Unallocated

 

 

EURm

  

Networks(1)

  

Services

  

Applications(2)

  

Total (3)

  

Technologies

  

and Other

  

Eliminations

  

total

  

items(4)

  

Total

  

Networks(1)

  

Services

  

Applications(2)

  

Total

  

Technologies

  

and Other

  

Eliminations

  

total

  

items(3)

  

Total

Continuing operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales to external customers

 

8 691

 

5 710

 

5 719

 

20 120

 

1 486

 

974

 

 –

 

22 580

 

(17)

 

22 563

Net sales to other segments

 

 1

 

 –

 

 –

 

 1

 

15

 

47

 

(63)

 

 –

 

 –

 

 –

Depreciation and amortization

 

(236)

 

(66)

 

(147)

 

(449)

 

(21)

 

(45)

 

 –

 

(515)

 

(940)

 

(1 455)

Operating profit/(loss)

 

510

 

242

 

447

 

1 199

 

1 203

 

(222)

 

 –

 

2 180

 

(2 239)

 

(59)

Share of results of associated companies and joint ventures

 

12

 

 –

 

 –

 

12

 

 –

 

 –

 

 –

 

12

 

 –

 

12

2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Net sales to external customers

 

8 970

 

5 810

 

5 743

 

20 523

 

1 639

 

1 060

 

 –

 

23 222

 

(75)

 

23 147

 

8 970

 

5 810

 

5 743

 

20 523

 

1 639

 

1 060

 

 –

 

23 222

 

(75)

 

23 147

Net sales to other segments

 

 –

 

 –

 

 –

 

 –

 

15

 

54

 

(69)

 

 –

 

 –

 

 –

 

 –

 

 –

 

 –

 

 –

 

15

 

54

 

(69)

 

 –

 

 –

 

 –

Depreciation and amortization

 

(258)

 

(80)

 

(160)

 

(498)

 

(12)

 

(48)

 

 –

 

(558)

 

(1 033)

 

(1 591)

 

(258)

 

(80)

 

(160)

 

(498)

 

(12)

 

(48)

 

 –

 

(558)

 

(1 033)

 

(1 591)

Impairment charges

 

 –

 

 –

 

 –

 

 –

 

 –

 

(11)

 

 –

 

(11)

 

(199)

 

(210)

Operating profit/(loss)

 

781

 

411

 

519

 

1 711

 

1 124

 

(248)

 

 –

 

2 587

 

(2 571)

 

16

 

781

 

411

 

519

 

1 711

 

1 124

 

(248)

 

 –

 

2 587

 

(2 571)

 

16

Share of results of associated companies and joint ventures

 

21

 

 –

 

 –

 

21

 

(10)

 

 –

 

 –

 

11

 

 –

 

11

 

21

 

 –

 

 –

 

21

 

(10)

 

 –

 

 –

 

11

 

 –

 

11

2016

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Net sales to external customers

 

9 757

 

6 036

 

6 036

 

21 829

 

1 038

 

1 105

 

 –

 

23 972

 

(331)

 

23 641

 

9 757

 

6 036

 

6 036

 

21 829

 

1 038

 

1 105

 

 –

 

23 972

 

(331)

 

23 641

Net sales to other segments

 

 1

 

 –

 

 –

 

 1

 

15

 

37

 

(53)

 

 –

 

 –

 

 –

 

 1

 

 –

 

 –

 

 1

 

15

 

37

 

(53)

 

 –

 

 –

 

 –

Depreciation and amortization

 

(270)

 

(70)

 

(160)

 

(500)

 

(9)

 

(43)

 

 –

 

(552)

 

(1 042)

 

(1 594)

 

(270)

 

(70)

 

(160)

 

(500)

 

(9)

 

(43)

 

 –

 

(552)

 

(1 042)

 

(1 594)

Impairment charges

 

(9)

 

 –

 

 –

 

(9)

 

 –

 

(8)

 

 –

 

(17)

 

 –

 

(17)

Operating profit/(loss)

 

922

 

406

 

615

 

1 943

 

579

 

(350)

 

 –

 

2 172

 

(3 272)

 

(1 100)

 

922

 

406

 

615

 

1 943

 

579

 

(350)

 

 –

 

2 172

 

(3 272)

 

(1 100)

Share of results of associated companies and joint ventures

 

18

 

 –

 

 –

 

18

 

 –

 

 –

 

 –

 

18

 

 –

 

18

 

18

 

 –

 

 –

 

18

 

 –

 

 –

 

 –

 

18

 

 –

 

18

2015

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Net sales to external customers

 

5 333

 

4 887

 

1 328

 

11 548

 

1 012

 

 –

 

 –

 

12 560

 

 –

 

12 560

Net sales to other segments

 

 –

 

 –

 

 –

 

 –

 

15

 

 –

 

(15)

 

 –

 

 –

 

 –

Depreciation and amortization

 

(112)

 

(46)

 

(35)

 

(193)

 

(6)

 

(8)

 

 –

 

(207)

 

(79)

 

(286)

Impairment charges

 

 –

 

 –

 

 –

 

 –

 

 –

 

(11)

 

 –

 

(11)

 

 –

 

(11)

Operating profit/(loss)

 

492

 

719

 

138

 

1 349

 

698

 

(89)

 

 –

 

1 958

 

(261)

 

1 697

Share of results of associated companies and joint ventures

 

29

 

 –

 

 –

 

29

 

 –

 

 –

 

 –

 

29

 

 –

 

29

(1)

Includes Mobile Networks net sales of EUR 6 712 million (EUR 6 895 million (EURin 2017 and EUR 7 357 million in 2016 and EUR 5 197 million in 2015)2016) and Fixed Networks net sales of EUR 1 980 million (EUR 2 075 million (EURin 2017 and EUR 2 401 million in 2016 and EUR 136 million in 2015)2016).

(2)

Includes IP Routing net sales of EUR 2 545 million (EUR 2 694 million (EURin 2017 and EUR 2 941 million in 2016 and EUR 515 million in 2015)2016), Optical Networks net sales of EUR 1 606 million (EUR 1 499 million (EURin 2017 and EUR 1 564 million in 2016) and Nokia Software net sales of EUR 1 568 million (EUR 1 550 million (EURin 2017 and EUR 1 531 million in 2016 and EUR 813 million in 2015)2016).

(3)

Includes total services net sales of EUR 8 221 million (EUR 8 531 million in 2016 and EUR 5 424 million in 2015) which consists of all the services sales of Nokia’s Networks business, including Global Services of EUR 5 810 million (EUR 6 036 million in 2016 and EUR 4 887 million in 2015) and the services of Fixed Networks, IP/Optical Networks and Nokia Software.

(4)

Excludes costs related to the acquisition of Alcatel Lucent and related integration, goodwill impairment charges, intangible asset amortization and other purchase price fair value adjustments, restructuring and associated charges and certain other items.

Reconciliation of total segment operating profit to total operating profit/(loss)

 

 

 

 

 

 

 

EURm

    

2017

    

2016

    

2015

Total segment operating profit

 

2 587

 

2 172

 

1 958

Amortization and depreciation of acquired intangible assets and property, plant and equipment

 

(1 033)

 

(1 026)

 

(79)

Restructuring and associated charges

 

(579)

 

(774)

 

(123)

Product portfolio strategy costs

 

(536)

 

(348)

 

 –

Transaction and related costs, including integration costs relating to the acquisition of Alcatel Lucent

 

(206)

 

(295)

 

(99)

Impairment of intangible assets

 

(173)

 

 –

 

 –

Release of acquisition-related fair value adjustments to deferred revenue and inventory

 

(55)

 

(840)

 

 –

Other

 

11

 

11

 

40

Total operating profit/(loss)

 

16

 

(1 100)

 

1 697

152147


 

Table of Contents

Reconciliation of total segment operating profit to total operating profit/(loss)

 

 

 

 

 

 

 

EURm

    

2018

    

2017

    

2016

Total segment operating profit

 

2 180

 

2 587

 

2 172

Amortization and depreciation of acquired intangible assets and property, plant and equipment

 

(940)

 

(1 033)

 

(1 026)

Product portfolio strategy costs

 

(583)

 

(536)

 

(348)

Restructuring and associated charges

 

(321)

 

(579)

 

(774)

Transaction and related costs, including integration costs relating to the acquisition of Alcatel Lucent

 

(220)

 

(206)

 

(295)

Fair value changes of legacy IPR fund

 

(57)

 

 –

 

 –

Impairment of assets

 

(48)

 

(173)

 

 –

Divestment of businesses

 

(39)

 

 –

 

 –

Release of acquisition-related fair value adjustments to deferred revenue and inventory

 

(16)

 

(55)

 

(840)

Other

 

(15)

 

11

 

11

Total operating (loss)/profit

 

(59)

 

16

 

(1 100)

Information by geographies

Net sales to external customers by geographic location of customer

 

 

 

 

 

 

 

EURm

    

2017

    

2016

    

2015

Finland(1)

 

1 698

 

1 138

 

1 100

United States

 

5 991

 

6 639

 

1 498

China

 

2 082

 

2 248

 

1 329

India

 

1 455

 

1 288

 

1 098

France

 

1 295

 

1 055

 

207

Japan

 

759

 

631

 

892

Great Britain

 

637

 

718

 

394

Germany

 

523

 

568

 

312

Italy

 

514

 

519

 

355

Saudi Arabia

 

499

 

566

 

380

Other

 

7 694

 

8 271

 

4 995

Total

 

23 147

 

23 641

 

12 560

(1)

All Nokia Technologies IPR and licensing net sales are allocated to Finland.

Non-current assets by geographic locationregion(1)

 

 

 

 

 

EURm

    

2017

    

2016

Finland

 

1 437

 

726

United States

 

6 132

 

7 946

France

 

1 949

 

2 369

China

 

377

 

458

India

 

125

 

130

Other

 

1 052

 

1 312

Total

 

11 072

 

12 941

 

 

 

 

 

 

 

EURm

    

2018

    

2017

    

2016

Asia-Pacific

 

4 081

 

4 228

 

4 223

Europe

 

6 489

 

6 833

 

6 410

Greater China

 

2 165

 

2 516

 

2 654

Latin America

 

1 380

 

1 279

 

1 458

Middle East & Africa

 

1 874

 

1 907

 

1 872

North America

 

6 574

 

6 384

 

7 024

Total

 

22 563

 

23 147

 

23 641

(1)Net sales to external customers by region are based on the location of customer.

(1)

Consists of goodwill and other intangible assets and property, plant and equipment. 

 

Net sales to external customers and non-current assets by country

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales(1)

 

Non-current assets(2)

EURm

    

2018

    

2017

    

2016

    

2018

    

2017

Finland(3)

 

1 556

 

1 698

 

1 138

 

1 462

 

1 437

United States

 

6 204

 

5 991

 

6 639

 

5 818

 

6 132

China

 

1 754

 

2 082

 

2 248

 

350

 

377

India

 

1 629

 

1 455

 

1 288

 

122

 

125

France

 

1 179

 

1 295

 

1 055

 

1 938

 

1 949

Other

 

10 241

 

10 626

 

11 273

 

905

 

1 052

Total

 

22 563

 

23 147

 

23 641

 

10 595

 

11 072

5.Acquisitions(1)Net sales to external customers by country are based on the location of customer.

(2)Consists of goodwill and other intangible assets and property, plant and equipment.

(3)All Nokia Technologies IPR and licensing net sales are allocated to Finland.

No single customer represents 10% or more of revenues.

148


Table of Contents

6. Acquisitions and disposals

Acquisitions

The Group completed the acquisitions of two businesses in 20172018 and fivetwo businesses in 2016:2017:

 

 

 

Company/business

Description

2018

Unium Inc.

Unium Inc. is a United States-based software company that specializes in solving complex wireless networking problems for use in mission-critical and residential Wi-Fi applications. The Group acquired 100% ownership interest on March 15, 2018. Goodwill was allocated to Fixed Networks operating segment.

SpaceTime Insight Inc.

SpaceTime Insight Inc. is a United States-based software company that provides machine learning-powered analytics and IoT applications for some of the world's largest transportation, energy and utilities organizations. The Group acquired the business of SpaceTime Insight Inc. on April 30, 2018. Goodwill was allocated to Nokia Software operating segment.

2017

 

Deepfield Networks Inc.

Deepfield Networks Inc. is a United States-based leader in real-time analytics for Internet Protocol (“IP”)(IP) network performance management and security. The Group acquired 100% ownership interest on January 31, 2017. Goodwill was allocated to IP/Optical Networks operating segment.

Comptel Corporation

Comptel Corporation is a Finland-based telecommunications software company. The Group acquired 88.4% of the share capital and voting rights as part of the tender offer on March 29, 2017. The Group acquired 100% ownership interest on June 29, 2017. Goodwill was allocated to Nokia Software operating segment.

2016

Alcatel Lucent SA

Alcatel Lucent is a global leader in Internet Protocol (“IP”) networking, ultra-broadband access and Cloud applications. The Group obtained control on January 4, 2016 and completed the acquisition of 100% of the share capital and voting rights on November 2, 2016.

Nakina Systems Inc.

Nakina Systems Inc. is a Canadian security and operational systems software company. The Group acquired the business through an asset transaction on March 31, 2016. Goodwill was allocated to Nokia Software operating segment.

Withings S.A.

Withings S.A. is a provider of digital health products and services. The Group acquired 100% ownership interest on May 31, 2016. Goodwill was allocated to Nokia Technologies operating segment.

Gainspeed, Inc.

Gainspeed is a United States-based start-up specializing in Distributed Access Architecture (“DDA”) solutions for the cable industry through its Virtual Converged Cable Access Platform (“CCAP”) product line. The Group acquired 100% ownership interest on July 29, 2016. Goodwill was allocated to Fixed Networks operating segment.

ETA Devices, Inc.

ETA Devices is a United States-based start-up specializing in power amplifier efficiency solutions for base stations, access points and devices. The Group acquired 100% ownership interest on October 4, 2016. Goodwill was allocated to Mobile Networksoperating segment.

153


Table of Contents

Information on the Alcatel Lucent acquisition is presented below. All other acquisitionsAcquisitions completed by the Group in 20172018 and 20162017 are individually immaterial to the consolidated financial statements. Goodwill arising from these acquisitions is attributable to future derivations of the acquired technology, future customers, synergies and assembled workforce, and was allocated to cash-generating units or groups of cash-generating units expected to benefit from the synergies of the combination. Refer to Note 16,17, Impairment. The majority of the goodwill acquired from these acquisitions is not expected to be deductible for tax purposes. The Group also recognisedrecognized intangible assets from these acquisitions related to acquired customer relationships and technology assets. As of each respective acquisition date, the total consideration paid, aggregate fair values of intangible assets, other net assets acquired and resulting goodwill for the individually immaterial acquisitions are as follows:

 

 

 

 

 

 

 

 

EURm

    

2017

    

2016

    

2018

    

2017

Other intangible assets

 

169

 

70

 

 –

 

169

Other net assets

 

67

 

16

 

(3)

 

67

Total identifiable net assets

 

236

 

86

 

(3)

 

236

Goodwill

 

162

 

274

 

32

 

162

Total purchase consideration

 

398

 

360

 

29

 

398

 

Alcatel Lucent business combinationDisposals

Acquisition of Alcatel Lucent Securities

On April 15, 2015,In 2018, the gains and losses related to disposals recorded by the Group and Alcatel Lucent announced their intention to combine throughdid not have a public exchange offer (“exchange offer”) in France and the United States. The Group obtained control of Alcatel Lucent on January 4, 2016 when the interim results of the successful initial exchange offer were announced by the French stock market authority, Autorité des Marchés Financiers (“AMF”). On January 14, 2016, as required by the AMF General Regulation, the Group reopened its exchange offer in France and the United States for the outstanding Alcatel Lucent ordinary shares, Alcatel Lucent American Depositary Shares (“ALU ADS”) and OCEANE convertible bonds (the “OCEANEs”, collectively “Alcatel Lucent Securities”) not tendered during the initial exchange offer period. The reopened exchange offer closed on February 3, 2016. The Group has determined that the initial and the reopened exchange offers are linked transactions that are considered together as a single arrangement, given that the reopened exchange offer is required by the AMF General Regulation and is basedmaterial effect on the same terms and conditions as the initial exchange offer. Following the initial and reopened exchange offers, the Group held 90.34% of the share capital, and at least 90.25% of the voting rights of Alcatel Lucent.

Subsequent to the exchange offers, a series of transactionsGroup’s consolidated financial statements. In 2017, there were carried out to acquire the remaining outstanding equity interests in Alcatel Lucent. As a result, the Group held 95.32% of the share capital and 95.25% of the voting rights in Alcatel Lucent, corresponding to 95.15% of the Alcatel Lucent shares on a fully diluted basis.

On September 6, 2016, the Group and Alcatel Lucent filed a joint offer document with the AMF relating to the proposed Public Buy-Out Offer, in cash, for the remaining Alcatel Lucent shares and OCEANEs (the “Public Buy-Out Offer”). The Public Buy-Out Offer was followed by a Squeeze-Out in accordance with the AMF General Regulation, in cash, for the Shares and OCEANEs not tendered into the Public Buy-Out Offer (the “Squeeze-Out”, and together with the Public Buy-Out Offer, the “Offer”). In the Squeeze-Out, the Alcatel Lucent shares and OCEANEs not tendered into the Public Buy-Out Offer were transferred to the Group for the same consideration provided in the Public Buy-Out Offer, net of all costs. The remaining outstanding Alcatel Lucent stock options and performance shares were modified to settle in cash or Nokia shares.

The Public Buy-Out Offer period ended on October 31, 2016, and the Squeeze-Out was implemented on November 2, 2016, in accordance with the AMF General Regulation. On November 2, 2016, the Group held 100% of the share capital and voting rights of Alcatel Lucent.

Alcatel Lucent ordinary shares and ALU ADSs acquired subsequent to the exchange offer, including through the Public Buy-Out Offer and the Squeeze-Out, were accounted for as equity transactions with the remaining non-controlling interests in Alcatel Lucent. As such, any new Nokia shares or cash consideration paid for these instruments were recorded directly in equity against the carrying amount of non-controlling interests. The acquisition of OCEANEs subsequent to the transactions linked to the exchange offer was treated both as extinguishment of debt and equity transaction with remaining non-controlling interests in Alcatel Lucent, with the redemption consideration allocated to the liability and equity components.

Purchase consideration

The purchase consideration comprises the fair value of the consideration paid for the Alcatel Lucent Securities obtained through the exchange offer, and the fair value of the portion of Alcatel Lucent stock options and performance shares attributable to pre-combination services that were settled with Nokia shares. The fair value of the purchase consideration is based on the closing price of Nokia share of EUR 6.58 on Nasdaq Helsinki on January 4, 2016, and the exchange offer ratio of 0.55 Nokia share for every Alcatel Lucent share.

Fair value of the purchase consideration:

EURm

Alcatel Lucent shares or ADSs 

10 046

OCEANE convertible bonds 

1 570

Consideration attributable to the vested portion of replacement share-based payment awards

 6

Total

11 622

154


Table of Contents

Purchase accounting

The fair values of the acquired identifiable assets and liabilities of Alcatel Lucent, as of the date of acquisition:

EURm

Non-current assets 

Intangible assets

5 711

Property, plant and equipment 

1 412

Deferred tax assets

2 328

Defined benefit pension assets 

3 201

Other non-current assets 

687

Total non-current assets

13 339

Current assets

Inventories

1 992

Accounts receivable

2 813

Other current assets 

1 360

Cash and cash equivalents  

6 198

Total current assets

12 363

Total assets acquired 

25 702

Non-current liabilities

Long-term interest-bearing liabilities

4 037

Deferred tax liabilities 

425

Defined benefit pension and post-retirement liabilities

4 464

Other non-current liabilities 

601

Total non-current liabilities

9 527

Current liabilities

Current borrowings and other financial liabilities

671

Other current liabilities 

7 252

Total current liabilities

7 923

Total liabilities assumed 

17 450

Net identifiable assets acquired 

8 252

Attributable to:

Equity holders of the parent

6 538

Non-controlling interests 

1 714

Goodwill 

5 084

Purchase consideration 

11 622

Goodwill arising from the acquisition of Alcatel Lucent amounted to EUR 5 084 million and was primarily attributable to synergies arising from the significant economies of scale and scope that the Group is expecting to benefit from as part of the new combined entity. Refer to Note 16, Impairment for allocation of goodwill.

The components of non-controlling interests in Alcatel Lucent that are present ownership interests and entitle their holders to a proportionate share of the entity’s net assets in the event of liquidation, were measured based on the non-controlling interests’ proportionate share of the fair value of the acquired identifiable net assets. As such, goodwill excludes the goodwill related to the non-controlling interests. The equity component of the remaining outstanding OCEANEs, as well as the outstanding stock options and performance shares that were to be settled in Alcatel Lucent ordinary shares were measured at fair value within non-controlling interests.

Fair values of identifiable intangible assets acquired:

 

 

 

 

 

 

 

Fair value

    

Amortization period

 

    

EURm

    

years

Customer relationships

 

2 902

 

10

Technologies

 

2 170

 

 4

Other

 

639

 

 8

Total

 

5 711

 

 

Acquisition-related costs not directly attributable to the issue of shares, recorded in selling, general and administrative expenses and other expenses in the consolidated income statement, and in operating cash flows in the consolidated statement of cash flows, amounted to EUR 125 million, of which EUR 93 million was recognized in 2016.

From January 4 to December 31, 2016 the acquired business contributed revenues of EUR 12 151 million and a net loss of EUR 508 million to the consolidated income statement. These amounts were calculated using the subsidiary’s results, adjusting them for accounting policy alignments.

155


Table of Contents

no disposals.

6. Disposals treated as7. Discontinued operations

Discontinued operations include the continuing financial effects of the HERE business and the D&S business. The Group sold its HERE digital mapping and location services business to a German automotive industry consortium comprised of AUDI AG, BMW Group and Daimler AG in a transaction that was completed on December 4, 2015 (the sale of HERE business). The Group sold substantially all of its Devices & Services business to Microsoft in a transaction that was completed on April 25, 2014 (the sale of D&S business).

Results of Discontinued operations(1)

 

 

 

 

 

 

 

 

 

 

 

 

EURm

    

2017

    

2016

    

2015

    

2018

    

2017

    

2016

Net sales

 

 –

 

 –

 

1 075

 

 –

 

 –

 

 –

Cost of sales

 

 –

 

 –

 

(244)

 

 –

 

 –

 

 –

Gross profit

 

 –

 

 –

 

831

 

 –

 

 –

 

 –

Research and development expenses

 

 –

 

 –

 

(498)

 

 –

 

 –

 

 –

Selling, general and administrative expenses

 

(7)

 

(11)

 

(213)

 

(9)

 

(7)

 

(11)

Other income and expenses

 

(15)

 

(4)

 

(23)

 

17

 

(15)

 

(4)

Operating (loss)/profit

 

(22)

 

(15)

 

97

Operating profit/(loss)

 

 8

 

(22)

 

(15)

Financial income and expenses

 

 6

 

14

 

(9)

 

81

 

 6

 

14

(Loss)/profit before tax

 

(16)

 

(1)

 

88

Income tax (expense)/benefit

 

(10)

 

(28)

 

 8

(Loss)/profit for the year, ordinary activities

 

(26)

 

(29)

 

96

Profit/(loss) before tax

 

89

 

(16)

 

(1)

Income tax benefit/(expense)

 

125

 

(10)

 

(28)

Profit/(loss) for the year, ordinary activities(1)

 

214

 

(26)

 

(29)

Gain on the sale, net of tax(2)

 

 5

 

14

 

1 178

 

 –

 

 5

 

14

(Loss)/profit for the year

 

(21)

 

(15)

 

1 274

Profit/(loss) for the year

 

214

 

(21)

 

(15)

(1)

Results of Discontinued operations includeIn 2018, the results of the HERE business and the D&S business, the disposals of which were completed on December 4, 2015 and April 25, 2014, respectively. In 2013,discontinued operations mostly relate to a resolution reached in the tax authorities in India commenced an investigation intodispute concerning the applicability of withholding tax in respect of payments by Nokia India Private Limited to Nokia Corporation for the supply of operating software.software in D&S business as well as a release of uncertain tax positions related to HERE business.

(2)

In 2017, an additional gain on the sale of EUR 5 million was recognized related to the HERE business due to a tax indemnification. In 2016, an additional gain on the sale of EUR 7 million was recognized related to the HERE business as a result of the final settlement of the purchase price, and EUR 7 million related to the D&S business due to a tax indemnification.

Cash flows from Discontinued operations(1)

 

 

 

 

 

 

 

EURm

    

2017

    

2016

    

2015

Net cash (used in)/from operating activities

 

(14)

 

(10)

 

 6

Net cash (used in)/from investing activities

 

(16)

 

 3

 

2 553

Net cash flow for the period

 

(30)

 

(7)

 

2 559

(1)Cash flows from Discontinued operations include the cash flows from the HERE business and the D&S business, the disposals of which were completed on December 4, 2015 and April 25, 2014, respectively.

Sale of the HERE Business

On August 3, 2015 the Group announced the Sale of the HERE Business to a consortium of leading automotive companies, comprising AUDI AG, BMW Group and Daimler AG. Subsequent to the announcement, the Group has presented the HERE business as Discontinued operations. The HERE business was previously an operating and reportable segment and its business focused on the development of location intelligence, location-based services and local commerce. The Sale of the HERE Business was completed on December 4, 2015.

Gain on the Sale of the HERE Business

EURm 

Fair value of sales proceeds less costs to sell(1)

2 551

Net assets disposed of

(2 667)

Total

(116)

Foreign exchange differences reclassified from other comprehensive income(2)

1 174

Gain before tax

1 058

Income tax benefit(3)

120

Total gain

1 178

(1)

Comprises purchase price of EUR 2 800 million, offset by adjustments for certain defined liabilities of EUR 249 million.

(2)

Includes cumulative translation differences for the duration of ownership from translation of mainly U.S. dollar denominated balances into euro.

(3)

The disposal was largely tax exempt, the tax benefit is due to hedging-related tax deductible losses.

156149


 

Table of Contents

AssetsCash flows from Discontinued operations

 

 

 

 

 

 

 

EURm

    

2018

    

2017

    

2016

Net cash used in operating activities

 

(33)

 

(14)

 

(10)

Net cash from/(used in) investing activities

 

10

 

(16)

 

 3

Net cash flow for the period

 

(23)

 

(30)

 

(7)

8. Revenue recognition

The Group recognizes revenue from contracts with customers to reflect the transfer of promised goods and services to customers for amounts that reflect the consideration to which the Group expects to be entitled in exchange for those goods and services. In accordance with IFRS 15, the Group identifies only legally enforceable rights as contracts with customers. These contracts consist of any combination of hardware, services and intellectual property, and the associated revenue recognized for such contracts depends on the nature of the underlying goods and services provided, as described in Note 2, Significant accounting policies, and on the determination and allocation of the transaction price to the various performance obligations, as described in Note 4, Use of estimates and critical accounting judgments.

Disaggregation of revenue from contracts with customers

Management has determined that the Group’s reported geographic areas depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. Those geographic areas are reported in Note 5, Segment Information. The Group’s primary customer base consists of companies that operate on a country specific or a regional basis and are subject to macroeconomic conditions specific to those geographic areas. Further, although the Group’s technology cycle is similar around the world, each country or region is inherently in a different stage of that cycle, often influenced by macroeconomic conditions.  As such, the prevailing macroeconomic conditions in each geographic area influence the purchasing decisions, including investments in new technologies, and the payment behavior of the Group’s customer base.

Each reportable segment, as described in Note 5, Segment Information, consists of customers that operate in all geographic areas disclosed in the same note. No reportable segment has a specific revenue concentration in any geographic area other than Nokia Technologies, which is included within Europe.

Contract assets and contract liabilities

In accordance with the requirements of IFRS 15, the Group has presented its customer contracts in the consolidated statement of financial position as either a contract asset or a contract liability, depending on the relationship between the Group’s performance and the customer’s payment for each individual contract. On a net basis, a contract asset position represents where the Group has performed by transferring goods or services to a customer before the customer has provided the associated consideration or before payment is due. Conversely, a contract liability position represents where a customer has paid consideration or payment is due, but the Group has not yet transferred goods or services to the customer. Contract assets presented in the consolidated statement of financial position are current in nature while contract liabilities HERE businesscan be either current or non-current. Invoiced receivables represent unconditional rights to payment and are presented separately as Trade receivables in the consolidated statement of financial position.

AssetsThe Group has recognized the following contract assets and liabilities disposed of as of December 4, 2015:liabilities:

 

 

 

EURm

    

As of December 4, 201531, 2018

As of January 1, 2018

Goodwill and other intangibleContract assets

 

2 722

Property, plant and equipment 1 875

 

1151 919

Deferred tax assets and non-current assets 

151

Inventories 

14

Trade and other receivables 

174

Prepaid expenses and other current assets 

87

Cash and cash equivalents and current available-for-sale investments, liquid assets

56

Total assets Contract liabilities

 

3 319

Deferred tax liabilities and other liabilities 496

 

2863 694

Trade and other payables Non-current

 

55

Deferred income and accrued expenses 1 113

 

3061 216

Provisions 

 5

Total liabilities 

652

Net assets disposed of Current

 

2 667383

2 478

Significant changes in both the contract asset and the contract liability balances shown above relate to the Group’s routine execution of its contracts with customers. Specifically, the changes in contract assets relate to decreases as a result of balances that have been converted to trade receivables as the rights to payment have become unconditional, and the changes in contract liabilities relate to decreases as a result of balances that have been realized as revenue as the underlying performance obligations have been satisfied. These decreases were offset, or partially offset, by the addition of contract assets and contract liabilities recognized in the normal course of the Group’s performance under its contracts with customers.  There were no material cumulative adjustments to revenue recognized arising from changes in transaction prices, changes in measures of progress or changes in estimated variable consideration.

During the year, the Group has recognized EUR 1.7 billion of revenue that was included in the current contract liability balance at the beginning of the period.

7.Completed Contracts 

In April 2014, the Group entered into an agreement to license certain technology patents and patent applications owned by the Group on the effective date of that agreement, on a non-exclusive basis, to a licensee, for a period of 10 years (the “License Agreement”). Contemporaneously and under the terms of the License Agreement, the Group issued to the licensee an option to extend the technology patent license for the remaining life of the licensed patents. The Group received all cash consideration due for the sale of the 10-year license and option upon closing of the License Agreement. Management has determined that, upon transition to IFRS 15, the License Agreement is a completed contract. As such, in accordance with the transition requirements of the standard, the Group continues to apply its prior revenue accounting policies, based on IAS 18, Revenue, recognitionand related interpretations, to the License Agreement. Under those policies, the Group is recognizing revenue over the term of the License Agreement.

 

 

 

 

 

 

 

EURm

    

2017

    

2016

    

2015

Continuing operations

 

  

 

  

 

  

Revenue from sale of products and licensing

 

14 216

 

14 543

 

7 080

Revenue from services(1)

 

8 150

 

8 166

 

5 421

Contract revenue recognized under percentage of completion accounting(2)

 

781

 

932

 

59

Total

 

23 147

 

23 641

 

12 560

(1)

Excludes services performed as part of contracts under percentage of completion accounting.

(2)

In 2017 and 2016, contract revenue includes submarine projects, which account for the majority of the revenue.

Revenue recognition-related positions for construction contracts in progress asAs of December 31:

 

 

 

 

 

 

 

 

 

 

 

2017

 

2016

EURm

    

Assets

    

Liabilities

    

Assets

    

Liabilities

Contract revenues recorded prior to billings(1)

 

132

 

 

 

129

 

  

Billings in excess of costs incurred

 

 

 

151

 

  

 

164

Work in progress on construction contracts

 

28

 

 

 

57

 

  

Advances received

 

 

 

45

 

  

 

113

Retentions

 

 –

 

 

 

 1

 

  

(1)

Contract revenues recorded prior to billings in 2016 have been revised to include non-invoiced receivables from submarine projects.

Work31, 2018, the balance of deferred revenue related to the License Agreement of EUR 825 million, recognized in progress is included in inventories, other assets are included in accounts receivable, and liabilities are included in accrued expensesdeferred revenue in the consolidated statement of financial position.position, is expected to be recognized as revenue through 2024.

The

150


Table of Contents

Order backlog

As of December 31, 2018, the aggregate amount of costs incurredthe transaction price allocated to partially or wholly unsatisfied performance obligations arising from fixed contractual commitments amounted to EUR 21.1 billion. Management estimates that approximately 59% of the unsatisfied performance obligations will be recognized as revenue during 2019, approximately 34% in 2020-2021 and profitsthe remainder thereafter. The estimated timing of the satisfaction of these performance obligations is subject to change owing to factors beyond the Group’s control such as customer and network demand, market conditions and, in some cases, restrictions imposed by the weather or other factors impacting project logistics.

Revenue recognized netin the reporting period from performance obligations satisfied (or partially satisfied) in previous periods (for example, due to changes in transaction price) was not material.

Additional disclosure for comparative purposes

The disclosure below is presented for comparative purposes, owing to the Group’s adoption of recognized losses,IFRS 15 under the modified retrospective transition method. For the fiscal year 2018, the difference in the amount of revenue recorded by the application of IFRS 15 as compared to IAS 11, IAS 18 and related Interpretations that were in effect before the adoption of IFRS 15, was immaterial.

 

 

 

 

 

 

 

EURm

    

2018

    

2017

    

2016

Continuing operations

 

  

 

  

 

  

Revenue from sale of products and licensing

 

14 003

 

14 216

 

14 543

Revenue from services(1)

 

7 980

 

8 150

 

8 166

Contract revenue recognized under percentage of completion accounting(2)

 

580

 

781

 

932

Total

 

22 563

 

23 147

 

23 641

(1)Excludes services performed as part of contracts under percentage of completion accounting.

(2)Contract revenue includes submarine projects, which account for construction contracts in progress since inception are EUR 1 179 million asthe majority of December 31, 2017 (EUR 970 million in 2016).the revenue.

8.9. Expenses by nature

 

 

 

 

 

 

 

 

 

 

 

 

EURm

    

2017

    

2016

    

2015

    

2018

    

2017

    

2016

Continuing operations

 

  

 

  

 

  

 

  

 

  

 

  

Personnel expenses (Note 9)

 

7 845

 

7 814

 

3 738

Personnel expenses (Note 10)

 

7 835

 

7 845

 

7 814

Cost of material

 

7 776

 

7 260

 

2 907

 

7 544

 

7 776

 

7 260

Depreciation and amortization (Notes 14, 15)

 

1 591

 

1 594

 

286

Depreciation and amortization (Notes 15, 16)

 

1 455

 

1 591

 

1 594

Rental expenses

 

339

 

344

 

164

 

338

 

339

 

344

Impairment charges

 

210

 

17

 

11

 

55

 

210

 

17

Other

 

5 733

 

7 829

 

3 993

 

5 685

 

5 733

 

7 829

Total operating expenses

 

23 494

 

24 858

 

11 099

 

22 912

 

23 494

 

24 858

Operating expenses include government grant income and R&D tax credits of EUR  124 million (EUR 140 million (EURin 2017 and EUR 126 million in 2016 and EUR 20 million in 2015)2016) that have been recognized in the consolidated income statement as a deduction against research and development expenses.

157


Table of Contents

9.Personnel10. Personnel expenses

 

 

 

 

 

 

 

 

 

 

 

 

EURm

    

2017

    

2016

    

2015

    

2018

    

2017

    

2016

Continuing operations

 

 

 

 

 

 

 

 

 

 

 

 

Salaries and wages

 

6 456

 

6 275

 

3 075

 

6 356

 

6 456

 

6 275

Share-based payment expense(1)

 

99

 

130

 

67

 

62

 

99

 

130

Pension and other post-employment benefit expense, net(2)

 

445

 

458

 

223

 

465

 

445

 

458

Other social expenses

 

845

 

951

 

373

Social security costs

 

952

 

845

 

951

Total

 

7 845

 

7 814

 

3 738

 

7 835

 

7 845

 

7 814

(1)Includes EUR 62 million for equity-settled awards (EUR 97 million in 2017 and EUR 119 million in 2016).

(1)

Includes EUR 97 million for equity-settled awards (EUR 119 million in 2016 and EUR 43 million in 2015).

(2)

Includes costs related to defined contribution plans of EUR 231 million (EUR 236 million in 2016 and EUR 172 million in 2015) and costs related to defined benefit plans of EUR 214 million (EUR 222 million in 2016 and EUR 51 million in 2015). Refer to Note 27, Pensions and other post-employment benefits.

The average number of employees is 101103 083 (101 731 (102in 2017 and 102 687 in 2016 and 56 690 in 2015)2016).

10. Other income and expenses

 

 

 

 

 

 

 

EURm

    

2017

    

2016

    

2015

Continuing operations

 

  

 

  

 

  

Other income

 

  

 

  

 

  

Foreign exchange gain on hedging forecasted sales and purchases, net

 

93

 

 –

 

 –

Pension curtailment income and amendment income

 

38

 

 5

 

 –

Realized gains from unlisted venture funds

 

51

 

13

 

144

Interest income from customer receivables and overdue payments

 

25

 

29

 

 6

Profit on sale of property, plant and equipment

 

19

 

 

 8

Expiration of stock option liability

 

18

 

 –

 

 –

VAT and other indirect tax refunds and social security credits

 

 –

 

19

 

17

Subsidies and government grants

 

 2

 

11

 

 4

Other

 

117

 

40

 

57

Total

 

363

 

117

 

236

Other expenses

 

  

 

  

 

  

Restructuring, cost reduction and associated charges

 

(568)

 

(759)

 

(120)

Impairment charges

 

(210)

 

(17)

 

(11)

Pension curtailment expenses

 

(41)

 

(7)

 

 –

Expenses related to sale of receivables transactions

 

(37)

 

(42)

 

(21)

Valuation allowances for doubtful accounts and accounts receivable write-offs

 

(24)

 

(116)

 

24

Loss on sale of property, plant and equipment

 

(23)

 

(3)

 

(5)

Losses and expenses related to unlisted venture funds

 

(6)

 

(4)

 

(47)

Foreign exchange loss on hedging forecasted sales and purchases, net

 

 –

 

(54)

 

(83)

Other

 

(46)

 

25

 

(21)

Total

 

(955)

 

(977)

 

(284)

158151


 

Table of Contents

11. Other income and expenses

 

 

 

 

 

 

 

EURm

    

2018

    

2017

    

2016

Continuing operations

 

  

 

  

 

  

Other income

 

  

 

  

 

  

Gains from unlisted venture funds(1)

 

162

 

51

 

13

Pension curtailment and plan amendment income

 

23

 

38

 

 5

Profit on sale of property, plant and equipment

 

21

 

19

 

Subsidies and government grants

 

 8

 

 2

 

11

Foreign exchange gain on hedging forecasted sales and purchases, net

 

 –

 

93

 

Interest income from customer receivables and overdue payments(2)

 

 –

 

25

 

29

Expiration of stock option liability

 

 –

 

18

 

 –

VAT and other indirect tax refunds and social security credits

 

 –

 

 –

 

19

Other

 

76

 

117

 

40

Total

 

290

 

363

 

117

Other expenses

 

  

 

  

 

  

Restructuring, cost reduction and associated charges

 

(266)

 

(568)

 

(759)

Losses and expenses related to unlisted venture funds(1)

 

(118)

 

(6)

 

(4)

Pension curtailment and plan amendment expenses

 

(79)

 

(41)

 

(7)

Impairment charges

 

(55)

 

(210)

 

(17)

Loss on sale of property, plant and equipment

 

(52)

 

(23)

 

(3)

Impairment losses on trade receivables

 

(45)

 

(24)

 

(116)

Foreign exchange loss on hedging forecasted sales and purchases, net

 

(27)

 

 –

 

(54)

VAT and other indirect tax refunds and other provisions

 

(13)

 

 –

 

 1

Expenses related to sale of receivables transactions(3)

 

 –

 

(37)

 

(42)

Other

 

(57)

 

(46)

 

24

Total

 

(712)

 

(955)

 

(977)

(1)All venture fund related gains and losses are presented in other income and expenses as a result of the adoption of IFRS 9 in the beginning of 2018. In 2017 and 2016 gains and losses for certain venture funds were presented in financial income and expenses.

(2)As a result of the adoption of IFRS 15 in the beginning of 2018, interest income associated with customer receivables and overdue payments are presented in financial income and expenses in 2018. Refer to Note 12, Financial income and expenses.

(3)As a result of the adoption of IFRS 15 in the beginning of 2018, expenses related to sale of receivables transactions are presented in financial income and expenses in 2018. Refer to Note 12, Financial income and expenses. 

12. Financial income and expenses

 

 

 

 

 

 

 

EURm

    

2017

    

2016

    

2015

Continuing operations

 

  

 

  

 

  

Interest income on investments and loans receivable

 

35

 

84

 

31

Net interest expense on derivatives not under hedge accounting

 

 –

 

(18)

 

(4)

Interest expense on financial liabilities carried at amortized cost(1)

 

(472)

 

(234)

 

(135)

Net interest expense on defined benefit pensions (Note 27)

 

(37)

 

(65)

 

(9)

Net realized (losses)/gains on disposal of fixed income available-for-sale financial investments(2)

 

(33)

 

15

 

 2

Net fair value (losses)/gains on investments at fair value through profit and loss

 

 –

 

(18)

 

(2)

Net gains/(losses) on other derivatives designated at fair value through profit and loss

 

 –

 

21

 

(5)

Net fair value gains on hedged items under fair value hedge accounting

 

42

 

11

 

 7

Net fair value losses on hedging instruments under fair value hedge accounting

 

(23)

 

(15)

 

(12)

Net foreign exchange losses

 

(157)

 

(9)

 

(76)

Other financial income(3)

 

172

 

85

 

31

Other financial expenses(4)

 

(64)

 

(144)

 

(14)

Total

 

(537)

 

(287)

 

(186)

 

 

 

 

 

 

 

EURm

    

2018

    

2017

    

2016

Continuing operations

 

  

 

  

 

  

Interest income on financial investments at fair value through profit and loss

 

 –

 

 –

 

19

Interest income on other financial investments not measured at fair value through profit and loss

 

39

 

35

 

65

Interest income on financing components of other contracts(1)

 

37

 

 –

 

 –

Net interest expense on derivatives not under hedge accounting

 

 –

 

 –

 

(18)

Interest expense on bonds and loans payable(2)(3)

 

(105)

 

(391)

 

(234)

Interest expense on financing components of other contracts(3)(4)

 

(162)

 

(81)

 

 –

Net interest expense on defined benefit plans (Note 27)

 

(15)

 

(37)

 

(65)

Net realized (losses)/gains on investments at fair value through other comprehensive income(5)

 

 –

 

(33)

 

15

Net fair value losses on investments at fair value through profit and loss

 

(1)

 

 –

 

(18)

Net gains on other derivatives designated at fair value through profit and loss

 

 –

 

 –

 

21

Net fair value gains on hedged items under fair value hedge accounting

 

(7)

 

42

 

11

Net fair value losses on hedging instruments under fair value hedge accounting

 

 9

 

(23)

 

(15)

Net foreign exchange losses

 

(100)

 

(157)

 

(9)

Other financial income(6)

 

 9

 

172

 

85

Other financial expenses(7)

 

(17)

 

(64)

 

(144)

Total

 

(313)

 

(537)

 

(287)

(1)In 2018 interest income associated with customer receivables and overdue payments is presented in financial income and expenses as a result of the adoption of IFRS 15 in the beginning of 2018.

(2)In 2017, interest expense includes one-time charges of EUR 220 million related to the Group’s tender offer to purchase USD 300 million 6.50% notes due January 2028, USD 1 360 million 6.45% notes due March 2029, EUR 500 million 6.75% notes due February 2019 and USD 1 000 million  5.375% notes due May 2019. In 2016, interest expense included one-time charges of EUR 41 million, primarily related to the redemption of Nokia of America Corporation USD 650 million 4.625% notes due July 2017, USD 500 million 8.875% notes due January 2020 and USD 700 million 6.750% notes due November 2020.

(3)An Interest expense of EUR 472 million presented within “Interest expense on financial liabilities carried at amortized cost” in 2017 has been recategorized into EUR 391 million presented within “Interest expense on bonds and loans payable” and EUR 81 million presented within “Interest expense on financing components of other contracts.”

(4)In 2018, includes interest expenses associated with the inclusion of new items such as costs of EUR 66 million related to the sale of receivables and expenses of EUR 58 million for financing components from customer and other contracts as a result of the adoption of new IFRS standards in the beginning of 2018. In 2017, includes an interest expense of EUR 69 million related to a change in uncertain tax positions.

(5)In 2017, includes a one-time charge of EUR 32 million related to the sale of certain financial assets.

(6)Venture fund related gains and losses are presented in other income and expenses as a result of the adoption of IFRS 9 in the beginning of 2018. In 2017, includes distributions of EUR 80 million (EUR 66 million in 2016) from private venture funds held as non-current available-for-sale investments as well as income of EUR 64 million due to a change in the fair value of the financial liability related to Nokia Shanghai Bell. Refer to Note 33, Significant partly-owned subsidiaries.

152


 

(1)

In 2017, interest expense includes one-time charges of EUR 220 million related to the Group’s tender offer to purchase USD 300 million 6.50% notes due January 15, 2028, USD 1 360 million 6.45% notes due March 15, 2029, EUR 500 million 6.75% notes due February 4, 2019 and USD 1 000 million  5.375% notes due May 15, 2019 as well as an interest expense of EUR 69 million related to a change in uncertain tax positions. In 2016, interest expense included one-time charges of EUR 41 million, primarily related to the redemption of Nokia of America Corporation USD 650 million 4.625% notes due July 2017, USD 500 million 8.875% notes due January 2020 and USD 700 million 6.750% notes due November 2020.

(2)

In 2017, includes a one-time charge of EUR 32 million related to the sale of certain financial assets.

(7)Venture fund related gains and losses are presented in other income and expenses as a result of the adoption of IFRS 9 in the beginning of 2018. In 2017, includes impairments of EUR 34 million (EUR 108 million in 2016) related to private venture funds held as non-current available-for-sale investments. Refer to Note 17, Impairment.  

(3)

In 2017, includes distributions of EUR 80 million (EUR 66 million in 2016 and EUR 25 million in 2015) from private venture funds held as non-current available-for-sale investments as well as income of EUR 64 million due to a change in the fair value of the financial liability related to Nokia Shanghai Bell. Refer to Note 33, Significant partly-owned subsidiaries.

(4)

In 2017, includes impairments of EUR 34 million (EUR 108 million in 2016) related to private venture funds held as non-current available-for-sale investments. Refer to Note 16, Impairment.

 

12.13. Income taxes

Components of the income tax (expense)/benefit

 

 

 

 

 

 

 

 

 

 

 

 

EURm

    

2017

    

2016

    

2015

    

2018

    

2017

    

2016

Continuing operations

 

  

 

  

 

  

 

  

 

  

 

  

Current tax

 

(261)

 

(534)

 

(258)

 

(530)

 

(261)

 

(534)

Deferred tax

 

(666)

 

991

 

(88)

 

341

 

(666)

 

991

Total

 

(927)

 

457

 

(346)

 

(189)

 

(927)

 

457

 

Income tax reconciliation

Reconciliation of the difference between income tax computed at the statutory rate in Finland of 20% and income tax recognized in the consolidated income statement:

 

 

 

 

 

 

 

 

 

 

 

 

EURm

    

2017

    

2016

    

2015

    

2018

    

2017

    

2016

Income tax benefit/(expense) at statutory rate

 

102

 

274

 

(308)

Income tax benefit at statutory rate

 

72

 

102

 

274

Permanent differences

 

85

 

31

 

16

 

(22)

 

85

 

31

Tax impact on operating model changes(1)

 

(245)

 

439

 

 –

 

13

 

(245)

 

439

Non-creditable withholding taxes

 

(29)

 

(42)

 

(17)

 

(24)

 

(29)

 

(42)

Income taxes for prior years(2)

 

(132)

 

 3

 

 6

 

26

 

(132)

 

 3

Effect of different tax rates of subsidiaries operating in other jurisdictions

 

178

 

88

 

(50)

 

(31)

 

178

 

88

Effect of deferred tax assets not recognized(3)

 

(164)

 

(318)

 

(35)

 

(205)

 

(164)

 

(318)

Benefit arising from previously unrecognized deferred tax assets

 

56

 

19

 

38

 

46

 

56

 

19

Net (increase)/decrease in uncertain tax positions

 

 –

 

(20)

 

 4

Net increase in uncertain tax positions

 

(43)

 

 –

 

(20)

Change in income tax rates(4)

 

(738)

 

 3

 

 –

 

(45)

 

(738)

 

 3

Income taxes on undistributed earnings

 

(42)

 

(23)

 

(7)

 

26

 

(42)

 

(23)

Other

 

 2

 

 3

 

 7

 

(2)

 

 2

 

 3

Total

 

(927)

 

457

 

(346)

 

(189)

 

(927)

 

457

(1)

In 2017, the Group continued to integrate former Nokia and Alcatel Lucent operating models, the Group transferred certain intellectual property between its operations in Finland and in the United States, recording a tax expense of EUR 245 million. These transactions reduced the deferred tax assets in the United States and increased the deferred tax assets in Finland. In 2016, following the completion of the Squeeze-Out of the remaining Alcatel Lucent Securities, the Group launched actions to integrate the former Alcatel Lucent and Nokia operating models. In connection with these integration activities, the Group transferred certain intellectual property to its operations in the United States, recording a tax benefit and additional deferred tax assets of EUR 348 million. In addition, the Group elected to treat the acquisition of Alcatel Lucent’s operations in the United States as an asset purchase for United States tax purposes. The impact of this election was to utilize or forfeit existing deferred tax assets and record new deferred tax assets with a longer amortization period than the life of those forfeited assets. As a result of this, EUR 91 million additional deferred tax assets were recorded in 2016.

(2)

In 2017, the Group recorded a EUR 139 million tax expense related to an uncertain tax position in Germany. The matter relates to the disposal of the former Alcatel Lucent railway signaling business in 2006 to Thalès.

(3)

In 2018, relates primarily to foreign withholding tax credits in Finland. In 2016, relates primarily to tax losses and temporary differences in France.

(4)

In 2017, primarily resulting from the tax rate change in the United States. The United States federal income tax rate reduction caused a revaluation of the United States deferred tax assets and liabilities, resulting in the recognition of an additional tax provision of EUR 777 million.

159


Table of Contents

Income tax liabilities and assets include a net EUR 344177 million liability (EUR 397344 million in 2016)2017) relating to uncertain tax positions with inherently uncertain timing of cash outflows. Net decrease in uncertain tax positions primarily relates to Discontinued Operations, refer to Note 7, Discontinued operations.

Prior period income tax returns for certain Group companies are under examination by local tax authorities. The Group has on-going tax audits in various jurisdictions, including Canada, India, FinlandSaudi Arabia and Canada.South Korea. The Group’s business and investments, especially in emerging market countries, may be subject to uncertainties, including unfavorable or unpredictable tax treatment. Management judgment and a degree of estimation are required in determining the tax expense or benefit. Even though management does not expect that any significant additional taxes in excess of those already provided for will arise as a result of these examinations, the outcome or actual cost of settlement may vary materially from estimates.

Deferred tax assets and liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2017

 

2016

 

 

Deferred

 

Deferred

 

 

 

Deferred

 

Deferred

 

 

EURm

    

tax assets

    

tax liabilities

    

Net balance

    

tax assets

    

tax liabilities

    

Net balance

Tax losses carried forward and unused tax credits

 

1 019

 

 –

 

  

 

1 428

 

 –

 

  

Undistributed earnings

 

 –

 

(106)

 

  

 

 –

 

(67)

 

  

Intangible assets and property, plant and equipment

 

2 851

 

(353)

 

  

 

3 713

 

(501)

 

  

Defined benefit pension assets

 

13

 

(940)

 

  

 

 3

 

(1 334)

 

  

Other non-current assets

 

85

 

(6)

 

  

 

19

 

(52)

 

  

Inventories

 

157

 

(1)

 

  

 

154

 

(3)

 

  

Other current assets

 

241

 

(7)

 

  

 

81

 

(66)

 

  

Defined benefit pension and other post-retirement liabilities

 

933

 

(60)

 

  

 

1 478

 

(29)

 

  

Other non-current liabilities

 

34

 

 –

 

  

 

12

 

(2)

 

  

Provisions

 

240

 

(55)

 

  

 

249

 

(6)

 

  

Other current liabilities

 

223

 

(78)

 

  

 

307

 

(56)

 

  

Other temporary differences

 

12

 

(33)

 

  

 

16

 

(46)

 

  

Total before netting

 

5 808

 

(1 639)

 

4 169

 

7 460

 

(2 162)

 

5 298

Netting of deferred tax assets and liabilities

 

(1 226)

 

1 226

 

 –

 

(1 759)

 

1 759

 

 –

Total after netting

 

4 582

 

(413)

 

4 169

 

5 701

 

(403)

 

5 298

Movements in the net deferred tax balance during the year:

 

 

 

 

 

EURm

    

2017

    

2016

As of January 1

 

5 298

 

2 573

Recognized in income statement, Continuing Operations

 

(666)

 

991

Recognized in income statement, Discontinued Operations

 

 2

 

(2)

Recognized in other comprehensive income

 

(150)

 

(255)

Recognized in equity

 

(7)

 

(5)

Acquisitions through business combinations and disposals

 

(29)

 

1 914

Translation differences

 

(279)

 

82

As of December 31

 

4 169

 

5 298

160153


 

Table of Contents

Deferred tax assets and liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2018

 

2017

 

 

Deferred

 

Deferred

 

 

 

Deferred

 

Deferred

 

 

EURm

    

tax assets

    

tax liabilities

    

Net balance

    

tax assets

    

tax liabilities

    

Net balance

Tax losses carried forward and unused tax credits

 

1 300

 

 –

 

 

 

1 019

 

 –

 

 

Undistributed earnings

 

 –

 

(80)

 

 

 

 –

 

(106)

 

 

Intangible assets and property, plant and equipment

 

2 922

 

(299)

 

 

 

2 851

 

(353)

 

 

Defined benefit pension assets

 

51

 

(1 028)

 

 

 

13

 

(940)

 

 

Other non-current assets

 

28

 

(21)

 

 

 

85

 

(6)

 

 

Inventories

 

196

 

(16)

 

 

 

157

 

(1)

 

 

Other current assets

 

178

 

(16)

 

 

 

241

 

(7)

 

 

Defined benefit pension and other post-retirement liabilities

 

962

 

 –

 

 

 

933

 

(60)

 

 

Other non-current liabilities

 

30

 

(10)

 

 

 

34

 

 –

 

 

Provisions

 

205

 

(47)

 

 

 

240

 

(55)

 

 

Other current liabilities

 

220

 

(84)

 

 

 

223

 

(78)

 

 

Other temporary differences

 

77

 

(7)

 

 

 

12

 

(33)

 

 

Total before netting

 

6 169

 

(1 608)

 

4 561

 

5 808

 

(1 639)

 

4 169

Netting of deferred tax assets and liabilities

 

(1 258)

 

1 258

 

 –

 

(1 226)

 

1 226

 

 –

Total after netting

 

4 911

 

(350)

 

4 561

 

4 582

 

(413)

 

4 169

Movements in the net deferred tax balance during the year:

 

 

 

 

 

EURm

    

2018

    

2017

As of January 1

 

4 169

 

5 298

Adoption of IFRS 9 and IFRS 15

 

19

 

 –

Recognized in income statement, Continuing Operations

 

341

 

(666)

Recognized in income statement, Discontinued Operations

 

29

 

 2

Recognized in other comprehensive income

 

(57)

 

(150)

Recognized in equity

 

 6

 

(7)

Acquisitions through business combinations and disposals

 

 –

 

(29)

Translation differences

 

54

 

(279)

As of December 31

 

4 561

 

4 169

Amount of temporary differences, tax losses carried forward and tax credits for which no deferred tax asset was recognized due to uncertainty of utilization:

 

 

 

 

 

 

 

 

EURm

    

2017

    

2016

    

2018

    

2017

Temporary differences

 

1 879

 

2 214

 

1 600

 

1 879

Tax losses carried forward

 

18 449

 

18 706

 

18 757

 

18 449

Tax credits

 

37

 

32

 

108

 

37

Total

 

20 365

 

20 952

 

20 465

 

20 365

The majority of the unrecognized temporary differences and tax losses relate to France. Based on the pattern of losses in the past years and in the absence of convincing other evidence of sufficient taxable profit in the future years, it is uncertain whether these deferred tax assets can be utilized in the foreseeable future. A significant portion of the French unrecognized deferred tax assets are indefinite in nature and available against future French tax liabilities, subject to a limitation of 50% of annual taxable profits.

The deferredDeferred tax assets are recognized to the extent it is probable that future taxable profit will be available against which the unused tax losses, unused tax credits and deductible temporary differencedifferences can be utilized in the relevant jurisdictions. The majority of the Group's recognized deferred tax assets relate to unused tax losses, tax credits and deductible temporary differences in Finland of EUR 2.5 billion (EUR 2.22.5 billion in 2016)2017) and the United States of EUR 1.2 billion (EUR 1.0 billion (EUR 2.5 billion in 2016)2017). Based on the recent years’ profitability in Finland and the United States, as well asexcluding certain integration costs in Finland related to the acquisition of Alcatel Lucent in 2016, and the latest forecasts of future financial performance, the Group has been able to establish a pattern of sufficient tax profitability in Finland and the United States to conclude that it is probable that itthe Group will be able to utilize the tax losses, tax credits and deductible temporary differences in the foreseeable future.

154


Table of Contents

Expiry of tax losses carried forward and unused tax credits:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2017

 

2016

 

2018

 

2017

EURm

    

Recognized

    

Unrecognized

    

Total

    

Recognized

    

Unrecognized

    

Total

    

Recognized

    

Unrecognized

    

Total

    

Recognized

    

Unrecognized

    

Total

Tax losses carried forward

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Within 10 years

 

1 338

 

1 491

 

2 829

 

1 853

 

1 681

 

3 534

 

2 195

 

1 698

 

3 893

 

1 338

 

1 491

 

2 828

Thereafter

 

135

 

25

 

160

 

79

 

17

 

96

 

353

 

58

 

411

 

135

 

25

 

160

No expiry

 

1 674

 

16 933

 

18 607

 

1 878

 

17 008

 

18 886

 

1 497

 

17 001

 

18 498

 

1 674

 

16 933

 

18 608

Total

 

3 147

 

18 449

 

21 596

 

3 810

 

18 706

 

22 516

 

4 045

 

18 757

 

22 802

 

3 147

 

18 449

 

21 596

Tax credits

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Within 10 years

 

367

 

21

 

388

 

395

 

23

 

418

 

249

 

92

 

341

 

367

 

21

 

388

Thereafter

 

111

 

 5

 

116

 

94

 

 –

 

94

 

204

 

 5

 

209

 

111

 

 5

 

116

No expiry

 

35

 

11

 

46

 

66

 

 9

 

75

 

11

 

11

 

22

 

35

 

11

 

46

Total

 

513

 

37

 

550

 

555

 

32

 

587

 

464

 

108

 

572

 

513

 

37

 

550

The Group has undistributed earnings of EUR 709 million (EUR 1 578 million (EUR 1 074 million in 2016)2017) for which a deferred tax liability has not been recognized as these earnings will not be distributed in the foreseeable future.

161


Table of Contents

13.14. Earnings per share

 

 

 

 

 

 

 

 

 

 

 

 

    

2017

    

2016

    

2015

    

2018

    

2017

    

2016

 

EURm

 

EURm

 

EURm

 

EURm

 

EURm

 

EURm

Basic

 

  

 

  

 

  

 

  

 

  

 

  

(Loss)/profit for the year attributable to equity holders of the parent

 

  

 

  

 

  

Profit or loss attributable to equity holders of the parent

 

  

 

  

 

  

Continuing operations

 

(1 473)

 

(751)

 

1 192

 

(554)

 

(1 473)

 

(751)

Discontinued operations

 

(21)

 

(15)

 

1 274

 

214

 

(21)

 

(15)

Total

 

(1 494)

 

(766)

 

2 466

Loss for the year

 

(340)

 

(1 494)

 

(766)

Diluted

 

  

 

  

 

  

 

  

 

  

 

  

Effect of profit adjustments

 

  

 

  

 

  

Profit adjustment relating to Alcatel Lucent American Depositary Shares

 

 –

 

(8)

 

 –

Elimination of interest expense, net of tax, on convertible bonds, where dilutive

 

 –

 

 –

 

36

Total effect of profit adjustments

 

 –

 

(8)

 

36

(Loss)/profit attributable to equity holders of the parent adjusted for the effect of dilution

 

  

 

  

 

  

Effect of profit or loss adjustments

 

  

 

  

 

  

Adjustment relating to Alcatel Lucent American Depositary Shares

 

 –

 

 –

 

(8)

Total effect of profit or loss adjustments

 

 –

 

 –

 

(8)

Profit or loss attributable to equity holders of the parent adjusted for the effect of dilution

 

  

 

  

 

  

Continuing operations

 

(1 473)

 

(759)

 

1 228

 

(554)

 

(1 473)

 

(759)

Discontinued operations

 

(21)

 

(15)

 

1 274

 

214

 

(21)

 

(15)

Total

 

(1 494)

 

(774)

 

2 502

Loss for the year

 

(340)

 

(1 494)

 

(774)

 

000s shares

 

000s shares

 

000s shares

 

000s shares

 

000s shares

 

000s shares

Basic

 

  

 

  

 

  

 

  

 

  

 

  

Weighted average number of shares in issue

 

5 651 814

 

5 732 371

 

3 670 934

 

5 588 020

 

5 651 814

 

5 732 371

Diluted

 

  

 

  

 

  

 

  

 

  

 

  

Effect of dilutive shares

 

  

 

  

 

  

 

  

 

  

 

  

Effect of dilutive equity-based share incentive programs

 

  

 

  

 

  

Effect of dilutive equity-settled share-based incentive programs

 

  

 

  

 

  

Restricted shares and other

 

 –

 

 –

 

4 253

 

3 656

 

 –

 

 –

Performance shares

 

 –

 

 –

 

3 179

 

20 577

 

 ���

 

 –

Stock options

 

 –

 

 –

 

1 971

 

224

 

 –

 

 –

Total effect of dilutive equity-based share incentive programs

 

 –

 

 –

 

9 403

Total effect of dilutive equity-settled share-based incentive programs

 

24 457

 

 –

 

 –

Effect of other dilutive shares

 

  

 

  

 

  

 

  

 

  

 

  

Alcatel Lucent American Depositary Shares

 

 –

 

8 746

 

 –

 

 –

 

 –

 

8 746

Assumed conversion of convertible bonds

 

 –

 

 –

 

268 975

Total effect of other dilutive-shares

 

 –

 

8 746

 

268 975

 

 –

 

 –

 

8 746

Total effect of dilutive shares

 

 –

 

8 746

 

278 378

 

24 457

 

 –

 

8 746

Adjusted weighted average number of shares

 

5 651 814

 

5 741 117

 

3 949 312

 

5 612 477

 

5 651 814

 

5 741 117

 

  

 

  

 

  

 

  

 

  

 

  

Earnings per share attributable to equity holders of the parent

 

EUR

 

EUR

 

EUR

 

EUR

 

EUR

 

EUR

Basic earnings per share

 

  

 

  

 

  

 

  

 

  

 

 

Continuing operations

 

(0.26)

 

(0.13)

 

0.32

 

(0.10)

 

(0.26)

 

(0.13)

Discontinued operations

 

0.00

 

0.00

 

0.35

 

0.04

 

0.00

 

0.00

(Loss)/profit for the year

 

(0.26)

 

(0.13)

 

0.67

Loss for the year

 

(0.06)

 

(0.26)

 

(0.13)

Diluted earnings per share

 

  

 

  

 

  

 

  

 

 

 

  

Continuing operations

 

(0.26)

 

(0.13)

 

0.31

 

(0.10)

 

(0.26)

 

(0.13)

Discontinued operations

 

0.00

 

0.00

 

0.32

 

0.04

 

0.00

 

0.00

(Loss)/profit for the year

 

(0.26)

 

(0.13)

 

0.63

Loss for the year

 

(0.06)

 

(0.26)

 

(0.13)

Basic earnings per share is calculated by dividing the profit/profit or loss attributable to equity holders of the parent by the weighted average number of shares outstanding (does not include treasury shares) during the year, excluding treasury shares.year. Diluted earnings per share is calculated by adjusting the profit/profit or loss attributable to equity holders of the parent, to eliminate the interest expense of dilutive convertible bonds and other equity instruments; and by adjusting the weighted average number of shares outstanding, withfor the effects of all dilutive effectpotential ordinary shares.

155


Table of stock options, restricted shares and performance shares outstanding during the period as well as the assumed conversion of convertible bonds and other equity instruments.Contents

54 million restricted shares are outstanding (5 million in 20162017 and none in 2015)2016) that could potentially have a dilutive impact in the future but are excluded from the calculation as they are determined to be anti-dilutive.

1421 million performance shares are outstanding (10(14 million in 20162017 and none10 million in 2015)2016) that could potentially have a dilutive impact in the future but are excluded from the calculation as they are determined to be anti-dilutive. In addition, 3 million performance shares (4 million in 2016 and 2015) have been excluded from the calculation of diluted shares as contingency conditions have not been met.

Stock options equivalent to fewer than 1 million shares (fewer than 1 million shares in 20162017 and 2015)2016) have been excluded from the calculation of diluted shares as they are determined to be anti-dilutive.

162


Table of Contents

In 2015, the Group exercised its option to redeem the EUR 750 million convertible bonds at their original amount plus accrued interest. Virtually all bondholders elected to convert their convertible bonds into Nokia shares before redemption. 269 million potential shares have been included in the calculation of diluted shares to reflect the part-year effect of these convertible bonds.

In 2016, the Group acquired 107 775 949 Alcatel Lucent shares from JPMorgan Chase Bank N.A., as depositary, pursuant to the share purchase agreement announced on March 17, 2016. These shares represent Alcatel Lucent shares that remained in the Alcatel Lucent American Depositary Receipts program after the cancellation period and following the program’s termination on April 25, 2016. On May 10, 2016 the Group registered with the Finnish Trade Register 59 276 772 new Nokia shares issued to the Alcatel depositary in settlement of the transaction. 9 million potential shares have been included in the calculation of diluted shares from March 16, 2016 to reflect the part-year effect of these shares, and were included in the calculation as dilutive shares until the registration date.

14.15. Intangible assets

 

 

 

 

 

 

 

 

 

 

 

 

EURm

    

Goodwill

    

Other

    

Total

    

Goodwill

    

Other

    

Total

Acquisition cost as of January 1, 2016

 

1 145

 

3 137

 

4 282

Acquisition cost as of January 1, 2017

 

6 632

 

9 382

 

16 014

Translation differences

 

129

 

424

 

553

 

(497)

 

(521)

 

(1 018)

Additions

 

 –

 

62

 

62

 

 –

 

40

 

40

Acquisitions through business combinations

 

5 358

 

5 781

 

11 139

 

162

 

169

 

331

Disposals and retirements(1)

 

 –

 

(22)

 

(22)

 

 –

 

(73)

 

(73)

Acquisition cost as of December 31, 2016

 

6 632

 

9 382

 

16 014

Accumulated amortization and impairment charges as of January 1, 2016

 

(908)

 

(2 814)

 

(3 722)

Translation differences

 

 –

 

(325)

 

(325)

Disposals and retirements(1)

 

 –

 

 9

 

 9

Amortization

 

 –

 

(1 016)

 

(1 016)

Accumulated amortization and impairment charges as of December 31, 2016

 

(908)

 

(4 146)

 

(5 054)

Net book value as of January 1, 2016

 

237

 

323

 

560

Net book value as of December 31, 2016

 

5 724

 

5 236

 

10 960

Acquisition cost as of January 1, 2017

 

6 632

 

9 382

 

16 014

Translation differences

 

(497)

 

(521)

 

(1 018)

Additions

 

 –

 

40

 

40

Acquisitions through business combinations

 

162

 

169

 

331

Disposals and retirements

 

 –

 

(73)

 

(73)

Acquisition cost as of December 31, 2017

 

6 297

 

8 997

 

15 294

 

6 297

 

8 997

 

15 294

Accumulated amortization and impairment charges as of January 1, 2017

 

(908)

 

(4 146)

 

(5 054)

 

(908)

 

(4 146)

 

(5 054)

Translation differences

 

 –

 

131

 

131

 

 –

 

131

 

131

Impairment charges

 

(141)

 

(33)

 

(174)

 

(141)

 

(33)

 

(174)

Disposals and retirements

 

 –

 

72

 

72

 

 –

 

72

 

72

Amortization

 

 –

 

(1 050)

 

(1 050)

 

 –

 

(1 050)

 

(1 050)

Accumulated amortization and impairment charges as of December 31, 2017

 

(1 049)

 

(5 026)

 

(6 075)

 

(1 049)

 

(5 026)

 

(6 075)

Net book value as of January 1, 2017

 

5 724

 

5 236

 

10 960

 

5 724

 

5 236

 

10 960

Net book value as of December 31, 2017

 

5 248

 

3 971

 

9 219

 

5 248

 

3 971

 

9 219

Acquisition cost as of January 1, 2018

 

6 297

 

8 997

 

15 294

Translation differences

 

172

 

175

 

347

Additions

 

 –

 

277

 

277

Acquisitions through business combinations

 

32

 

 –

 

32

Disposals and retirements(1)

 

(141)

 

(25)

 

(166)

Acquisition cost as of December 31, 2018

 

6 360

 

9 424

 

15 784

Accumulated amortization and impairment charges as of January 1, 2018

 

(1 049)

 

(5 026)

 

(6 075)

Translation differences

 

 –

 

(80)

 

(80)

Impairment charges

 

 –

 

(16)

 

(16)

Disposals and retirements(1)

 

141

 

15

 

156

Amortization

 

 –

 

(964)

 

(964)

Accumulated amortization and impairment charges as of December 31, 2018

 

(908)

 

(6 071)

 

(6 979)

Net book value as of January 1, 2018

 

5 248

 

3 971

 

9 219

Net book value as of December 31, 2018

 

5 452

 

3 353

 

8 805

(1)

Includes goodwill with acquisition cost and accumulated impairment charges of EUR 9141 million related to the Digital Health business disposal in 2016. Refer to Note 16, Impairment.2018.

Net book value of other intangible assets by type of asset:

 

 

 

 

 

 

 

 

EURm

    

2017

    

2016

    

2018

    

2017

Customer relationships

 

2 306

 

2 765

 

2 063

 

2 306

Technologies

 

1 107

 

1 786

 

582

 

1 107

Tradenames and trademarks

 

233

 

308

 

191

 

233

Other

 

325

 

377

 

517

 

325

Total

 

3 971

 

5 236

 

3 353

 

3 971

The remaining amortization periods are approximately onetwo to nineeight years for customer relationships, one to fivefour years for developed technology, twoone to sixfive years for tradenames and trademarks and one to sixten years for other.

163156


 

Table of Contents

15.16. Property, plant and equipment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Buildings and

    

Machinery and

    

 

    

Assets under

    

 

    

Buildings and

    

Machinery and

    

 

    

Assets under

    

 

EURm

 

constructions

 

equipment

 

Other

 

construction

 

Total

 

constructions

 

equipment

 

Other

 

construction

 

Total

Acquisition cost as of January 1, 2016

 

427

 

1 746

 

41

 

15

 

2 229

Transfers to assets held for sale

 

(47)

 

 –

 

 –

 

 –

 

(47)

Translation differences

 

 1

 

(15)

 

 2

 

 –

 

(12)

Additions

 

65

 

361

 

 3

 

87

 

516

Acquisitions through business combinations

 

587

 

674

 

68

 

84

 

1 413

Reclassifications

 

20

 

75

 

 2

 

(97)

 

 –

Disposals and retirements

 

(54)

 

(148)

 

(2)

 

 –

 

(204)

Acquisition cost as of December 31, 2016

 

999

 

2 693

 

114

 

89

 

3 895

Accumulated depreciation as of January 1, 2016

 

(174)

 

(1 351)

 

(9)

 

 –

 

(1 534)

Transfers to assets held for sale

 

 5

 

 –

 

 –

 

 –

 

 5

Translation differences

 

 1

 

13

 

 –

 

 –

 

14

Disposals and retirements

 

46

 

133

 

 –

 

 –

 

179

Depreciation

 

(94)

 

(480)

 

(4)

 

 –

 

(578)

Accumulated depreciation as of December 31, 2016

 

(216)

 

(1 685)

 

(13)

 

 –

 

(1 914)

Net book value as of January 1, 2016

 

253

 

395

 

32

 

15

 

695

Net book value at December 31, 2016

 

783

 

1 008

 

101

 

89

 

1 981

Acquisition cost as of January 1, 2017

 

999

 

2 693

 

114

 

89

 

3 895

 

999

 

2 693

 

114

 

89

 

3 895

Translation differences

 

(52)

 

(105)

 

(9)

 

(5)

 

(171)

 

(52)

 

(105)

 

(9)

 

(5)

 

(171)

Additions

 

115

 

370

 

 3

 

89

 

577

 

115

 

370

 

 3

 

89

 

577

Acquisitions through business combinations

 

 1

 

 1

 

 –

 

 –

 

 2

 

 1

 

 1

 

 –

 

 –

 

 2

Reclassifications

 

42

 

43

 

 –

 

(85)

 

 –

 

42

 

43

 

 –

 

(85)

 

 –

Disposals and retirements

 

(40)

 

(353)

 

(2)

 

(2)

 

(397)

 

(40)

 

(353)

 

(2)

 

(2)

 

(397)

Acquisition cost as of December 31, 2017

 

1 065

 

2 649

 

106

 

86

 

3 906

 

1 065

 

2 649

 

106

 

86

 

3 906

Accumulated depreciation as of January 1, 2017

 

(216)

 

(1 685)

 

(13)

 

 –

 

(1 914)

 

(216)

 

(1 685)

 

(13)

 

 –

 

(1 914)

Translation differences

 

20

 

67

 

 1

 

 –

 

88

 

20

 

67

 

 1

 

 –

 

88

Impairment charges

 

 –

 

(25)

 

 –

 

 –

 

(25)

 

 –

 

(25)

 

 –

 

 –

 

(25)

Disposals and retirements

 

22

 

315

 

 2

 

 –

 

339

 

22

 

315

 

 2

 

 –

 

339

Depreciation

 

(97)

 

(440)

 

(4)

 

 –

 

(541)

 

(97)

 

(440)

 

(4)

 

 –

 

(541)

Accumulated depreciation as of December 31, 2017

 

(271)

 

(1 768)

 

(14)

 

 –

 

(2 053)

 

(271)

 

(1 768)

 

(14)

 

 –

 

(2 053)

Net book value as of January 1, 2017

 

783

 

1 008

 

101

 

89

 

1 981

 

783

 

1 008

 

101

 

89

 

1 981

Net book value as of December 31, 2017

 

794

 

881

 

92

 

86

 

1 853

Net book value at December 31, 2017

 

794

 

881

 

92

 

86

 

1 853

Acquisition cost as of January 1, 2018

 

1 065

 

2 649

 

106

 

86

 

3 906

Translation differences

 

 8

 

 6

 

 2

 

 –

 

16

Additions

 

65

 

366

 

 –

 

88

 

519

Reclassifications

 

31

 

49

 

 –

 

(80)

 

 –

Disposals and retirements

 

(25)

 

(237)

 

(3)

 

(3)

 

(268)

Acquisition cost as of December 31, 2018

 

1 144

 

2 833

 

105

 

91

 

4 173

Accumulated depreciation as of January 1, 2018

 

(271)

 

(1 768)

 

(14)

 

 –

 

(2 053)

Translation differences

 

(5)

 

(5)

 

 –

 

 –

 

(10)

Impairment charges

 

(33)

 

(7)

 

 –

 

 –

 

(40)

Disposals and retirements

 

15

 

194

 

 2

 

 –

 

211

Depreciation

 

(92)

 

(397)

 

(2)

 

 –

 

(491)

Accumulated depreciation as of December 31, 2018

 

(386)

 

(1 983)

 

(14)

 

 –

 

(2 383)

Net book value as of January 1, 2018

 

794

 

881

 

92

 

86

 

1 853

Net book value as of December 31, 2018

 

758

 

850

 

91

 

91

 

1 790

In 2014, the tax authorities in India placed a lien which prohibited the Group from transferring the mobile devices-related facility in Chennai to Microsoft as part of the Salesale of the D&S Business.business.

164157


 

Table of Contents

16.17. Impairment

Goodwill

Based on the current operational and reporting structure (refer to Note 4, Segment information), theThe Group has allocated goodwill to the operating segments within Nokia’s Networks business and to the Digital Health cash generating unit within Nokia Technologies corresponding to groups of cash generating units (CGUs) in line with the Group’s operational and cash generating unit (“CGU”), respectively.reporting structure (refer to Note 5, Segment information).

Allocation of goodwill

The following table presents the allocation of goodwill to groups of CGUs and the CGU as of the annual impairment testing date October 1:

 

 

 

 

 

 

 

 

EURm

    

2017

    

2016

    

2018

    

2017

Mobile Networks(1)

 

950

 

2 298

 

963

 

950

Fixed Networks

 

812

 

896

 

836

 

812

Global Services(1)

 

1 288

 

 –

 

1 306

 

1 288

IP/Optical Networks

 

1 847

 

1 970

 

1 871

 

1 847

Nokia Software

 

405

 

240

 

434

 

405

Digital Health (Nokia Technologies)

 

 –

 

141

(1)

In 2017, the Group’s former Mobile Networks operating segment was separated into two distinct operating segments: Mobile Networks and Global Services (refer to Note 4., Segment Information). The affected goodwill was allocated based on the relative fair value of the Group’s Mobile Networks and Global Services operating segments

Recoverable amounts

The recoverable amounts of the groups of CGUs and the CGU were based on fair value less costs of disposal that was determined using a level 3 fair value measurement based on a discounted cash flow calculation. The cash flow projections used in calculating the recoverable amounts were based on financial plans approved by management covering an explicit forecast period of three years.

Seven additional years of cash flow projections subsequent to the explicit forecast period reflect a gradual progression towards the steady state cash flow projections modeledmodelled in the terminal year. The terminal growth rate assumptions reflect long-term average growth rates for the industries and economies in which the groups of CGUs and the CGU operate. The discount rates reflect current assessments of the time value of money and relevant market risk premiums reflecting risks and uncertainties for which the future cash flow estimates have not been adjusted. Other key variables in future cash flow projections include assumptions on estimated sales growth, gross margin and operating margin. All cash flow projections are consistent with market participant assumptions.

The results of the impairment testing indicate adequate headroom for each group of CGUs.The key assumptions applied in the impairment testing analysis for the groups of CGUs and the CGU as of the annual impairment testing date October 1:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

2017

    

2016

    

2017

    

2016

    

2018

    

2017

    

2018

    

2017

Key assumption %

 

Terminal growth rate

 

Post-tax discount rate

 

Terminal growth rate

 

Post-tax discount rate

Mobile Networks

 

1.1

 

0.9

 

8.9

 

9.2

 

1.1

 

1.1

 

9.2

 

8.9

Fixed Networks

 

1.1

 

0.9

 

8.6

 

8.6

 

1.1

 

1.1

 

7.9

 

8.6

Global Services

 

1.0

 

 –

 

8.9

 

 –

 

1.0

 

1.0

 

8.6

 

8.9

IP/Optical Networks

 

1.3

 

1.4

 

9.3

 

8.9

 

1.3

 

1.3

 

9.1

 

9.3

Nokia Software

 

1.7

 

1.8

 

8.2

 

9.0

 

1.6

 

1.7

 

8.7

 

8.2

Digital Health (Nokia Technologies)

 

 –

 

2.1

 

 –

 

12.7

 

165


Table of Contents

Impairment charges by asset category

 

 

 

 

 

 

 

 

 

 

 

 

EURm

    

2017

    

2016

    

2015

    

2018

    

2017

    

2016

Goodwill

 

141

 

 –

 

 –

 

 –

 

141

 

 –

Other intangible assets

 

33

 

 9

 

 –

 

16

 

33

 

 9

Property, plant and equipment

 

25

 

 –

 

 –

 

39

 

25

 

 –

Available-for-sale investments

 

45

 

116

 

11

 

 –

 

45

 

116

Total

 

244

 

125

 

11

 

55

 

244

 

125

 

GoodwillIntangible assets and property, plant and equipment

In 2017, as a result of challenging business conditions, the Group recorded an impairment charge of EUR 141 million on its Digital Health CGU. The impairment charge was allocated in its entirety to reduce the goodwill carrying amount of the Digital Health CGU to zero.

Other intangible assetsimpairments recorded by the Group in 2018, 2017 and 2016 are immaterial.

Available-for-sale investments

In 2017 the Group recognized an impairment charge within other operating expenses of EUR 33 million, mainly related to certain technology-based assets acquired with Eden Rock LLC. The results of Eden Rock LLC. are reported within the IP Networks and Applications reportable segment.

In 2016 the Group recognized an impairment charge within other operating expenses of EUR 9 million following the discontinuation of certain technology-related assets acquired with Mesaplexx Pty Ltd. The results of Mesaplexx Pty Ltd. are reported within the Ultra Broadband Networks reportable segment.

Property, plant and equipment

In relation to its product portfolio strategy, the Group recognized an impairment charge within other operating expenses of EUR 25 million for excess machinery and equipment.

Available-for-sale investments

The Group recognized an impairment charge of EUR 45 million (EURand EUR 116 million, in 2016 and EUR 11 million in 2015)respectively, primarily related to the performance of certain private funds investing in IPR that arewere included in non-current available-for-sale equity investments at cost less impairment. These charges arewere recorded in other expenses and financial income and expenses. As a result of the adoption of IFRS 9 on January 1, 2018, venture fund investments are classified at fair value through profit and loss and the related gains and losses are presented in other income and expenses.

158


Table of Contents

17.18. Inventories

 

 

 

 

 

 

 

 

EURm

    

2017

    

2016

    

2018

    

2017

Raw materials, supplies and other

 

271

 

268

 

462

 

271

Work in progress

 

1 166

 

1 159

 

1 398

 

1 166

Finished goods

 

1 209

 

1 079

 

1 308

 

1 209

Total

 

2 646

 

2 506

 

3 168

 

2 646

The cost of inventories recognized as an expense during the year and included in the cost of sales is EUR 7 569 million (EUR 7 803 million (EURin 2017 and EUR 7 636 million in 2016 and EUR 3 132 million in 2015)2016).

Movements in allowances for excess and obsolete inventory for the years ended December 31:

 

 

 

 

 

 

 

 

 

 

 

 

EURm

    

2017

    

2016

    

2015

    

2018

    

2017

    

2016

As of January 1

 

456

 

195

 

204

 

432

 

456

 

195

Charged to income statement

 

100

 

354

 

71

 

153

 

100

 

354

Deductions(1)

 

(124)

 

(93)

 

(80)

 

(64)

 

(124)

 

(93)

As of December 31

 

432

 

456

 

195

 

521

 

432

 

456

(1)

(1)Deductions include utilization and releases of allowances.

166


Table of Contents

18. Allowances for doubtful accountsallowances. 

Movements in allowances for doubtful accounts for the years ended December 31:

 

 

 

 

 

 

 

EURm

    

2017

    

2016

    

2015

As of January 1

 

168

 

62

 

103

Transfer to Discontinued operations

 

 –

 

 –

 

(7)

Charged to income statement

 

61

 

126

 

13

Deductions(1)

 

(37)

 

(20)

 

(47)

As of December 31

 

192

 

168

 

62

(1)

Deductions include utilization and releases of allowances.

 

19. Prepaid expenses and accrued income

Non-current assets

 

 

 

 

 

 

 

 

EURm

    

2017

    

2016

    

2018

    

2017

R&D tax credits and other indirect tax receivables

 

174

 

254

 

155

 

174

Deposits

 

77

 

 –

 

56

 

77

Other

 

117

 

74

 

97

 

117

Total

 

368

 

328

 

308

 

368

 

Current assets

 

 

 

 

 

 

 

 

EURm

    

2017

    

2016

    

2018

    

2017

Social security, R&D tax credits, VAT and other indirect taxes

 

552

 

560

 

514

 

552

Divestment-related receivables

 

67

 

79

Deposits

 

28

 

118

 

35

 

28

Accrued revenue

 

232

 

101

Divestment-related receivables

 

79

 

90

Accrued revenue(1)

 

 –

 

232

Other

 

368

 

427

 

408

 

368

Total

 

1 259

 

1 296

 

1 024

 

1 259

(1)As a result of the adoption of IFRS 15 in the beginning of 2018, accrued revenue is presented within contract assets. Refer to Note 3, New and amended standards and interpretations and Note 8, Revenue recognition. 

 

167159


 

Table of Contents

20. Shares of the Parent Company

Shares and share capital

Nokia Corporation (“Parent Company”)(Parent Company) has one class of shares. Each share entitles the holder to one vote at General Meetings. As of December 31, 2017,2018, the share capital of Nokia Corporation is EUR 245 896 461.96 and the total number of shares issued is 5 839 404 303.635 945 159. As of December 31, 2017,2018, the total number of shares includes 259 887 59742 782 966 shares owned by Group companies representing 4.5%0.8% of share capital and total voting rights. Under the Nokia Articles of Association, Nokia Corporation does not have minimum or maximum share capital or share par value.

On February 2, 2018, the Parent Company cancelled 207 897 644 shares.

Authorizations

Authorization to issue shares and special rights entitling to shares

At the Extraordinary General Meeting held on December 2, 2015, the shareholders authorized the Board of Directors to issue, in deviation from the shareholders’ pre-emptive right, a maximum of 2 100 million shares through one or more share issues. The authorization includes the right for the Board of Directors to resolve on all the terms and conditions of such share issuances. The authorization may be used to issue Parent Company shares to the holders of Alcatel Lucent shares, American Depositary Shares and convertible bonds as well as to beneficiaries of Alcatel Lucent employee equity compensation arrangements for the purpose of implementing the transaction with Alcatel Lucent, including the consummation of the public exchange offers made to Alcatel Lucent shareholders as well as other transactions contemplated by the memorandum of understanding between the Group and Alcatel Lucent, and/or otherwise to effect the combination. The authorization is effective until December 2, 2020.

At the Annual General Meeting held on June 16, 2016,May 23, 2017, the shareholders authorized the Board of Directors to issue a maximum of 1 150560 million shares through one or more issues of shares or special rights entitling to shares. The Board of Directors was authorized to issue either new shares or shares held by the Parent Company. The authorization included the right for the Board of Directors to resolve on all the terms and conditions of such share and special rights issuances, including issuance in deviation from the shareholders’ pre-emptive rights. The authorization may be used to develop the Parent Company’s capital structure, diversify the shareholder base, finance or carry out acquisitions or other arrangements, settle the Parent Company’s equity-based incentive plans, or for other purposes resolved by the Board of Directors. The authorization that would have been effective until December 16, 2017November 23, 2018 was terminated by a resolution of Annual General Meeting on May 23, 2017.30, 2018.

At the Annual General Meeting held on May 23, 2017,30, 2018, the shareholders authorized the Board of Directors to issue a maximum of 560550 million shares through one or more issues of shares or special rights entitling to shares. The Board of Directors is authorized to issue either new shares or shares held by the Parent Company. The authorization included the right for the Board of Directors to resolve on all the terms and conditions of such share and special rights issuances, including issuance in deviation from the shareholders’ pre-emptive rights. The authorization may be used to develop the Parent Company’s capital structure, diversify the shareholder base, finance or carry out acquisitions or other arrangements, settle the Parent Company’s equity-based incentive plans, or for other purposes resolved by the Board of Directors. The authorization is effective until November 23, 2018.30, 2019.

In 2017,2018, under the authorization held by the Board of Directors, the Parent Company issued 415 750424 500 new shares following the holders of stock options issued in 2011, 2012 and 2013 exercising their option rights.

In 2017,2018, the Parent Company issued 2 933 5414 014 000 new shares without consideration to the Parent Company to fulfil the company’s obligation under the Nokia Equity Programs.

In 2017,2018, under the authorization held by the Board of Directors, the Parent Company issued 12 199 28413 220 987 treasury shares to employees, including certain members of the Group Leadership Team, as settlement under equity-based incentive plans and the employee share purchase plan. The shares were issued without consideration and in accordance with the plan rules.

As of December 31, 2017,2018, the Board of Directors had no other authorizations to issue shares, convertible bonds, warrants or stock options.

Other authorizations

At the Annual General Meeting held on June 16, 2016, the shareholders authorized the Board of Directors to repurchase a maximum of 575 million shares. The amount corresponded to less than 10% of the total number of Parent Company’s shares. The shares may be repurchased in order to optimize the capital structure of the Parent Company. In addition, the shares may be repurchased in order to finance or carry out acquisitions or other arrangements, to settle the Parent Company’s equity-based incentive plans or to be transferred for other purposes. The authorization that would have been effective until December 16, 2017 was terminated by a resolution of the Annual General Meeting on May 23, 2017.

At the Annual General Meeting held on May 23, 2017, the shareholders authorized the Board of Directors to repurchase a maximum of 560 million shares. The amount corresponds to less than 10% of the total number of Parent Company’s shares. The shares may be repurchased in order to optimize the capital structure of the Company. In addition, shares may be repurchased in order to meet obligations arising from debt financial instruments that are exchangeable into equity instruments, to settle equity-based incentive plans for employees of the Group or of its associated companies, or to be transferred for other purposes such as financing or carrying out acquisitions. The authorization that would have been effective until November 23, 2018 was terminated by a resolution of the Annual General Meeting on May 30, 2018.

At the Annual General Meeting held on May 30, 2018, the shareholders authorized the Board of Directors to repurchase a maximum of 550 million shares. The amount corresponds to less than 10% of the total number of Parent Company’s shares. The shares may be repurchased in order to optimize the capital structure of the Company. In addition, shares may be repurchased in order to meet obligations arising from debt financial instruments that are exchangeable into equity instruments, to settle equity-based incentive plans for employees of the Group or of its associated companies, or to be transferred for other purposes such as financing or carrying out acquisitions. The authorization is effective until November 23, 2018.

Under the authorization held by the Board of Directors and in line with the capital structure optimization program, the Parent Company repurchased 153 601 462 shares in 2017 representing approximately 2.6% of share capital and total voting rights as of December 31, 2017. In 2016, the Parent Company had repurchased 54 296 182 shares. The price paid for the shares was based on the current market price of the Nokia share on the securities market at the time of the repurchase. On February 1, 2018 the Parent Company announced that the Board of Directors had decided to cancel 207 897 644 treasury shares repurchased under the capital structure optimization program. The cancellation of the shares does not have an impact on the Parent Company’s share capital.30, 2019.

168160


 

Table of Contents

21. FairTranslation differences, fair value and other reserves

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Translation

    

Pension

    

Hedging

    

Available-for-sale

    

Translation

    

Pension

    

Hedging

 

Cost of hedging

    

Fair value

EURm

 

differences

 

remeasurements

 

reserve

 

investments

 

differences

 

remeasurements

 

reserve

 

reserve

 

reserve

As of January 1, 2015

 

1 099

 

(264)

 

 2

 

284

Foreign exchange translation differences

 

672

 

 –

 

 –

 

 –

Net investment hedging losses

 

(207)

 

 –

 

 –

 

 –

Remeasurements of defined benefit plans

 

 –

 

84

 

 –

 

 –

Net fair value (losses)/gains

 

 –

 

 –

 

(53)

 

225

Transfer to income statement

 

(1 268)

 

 –

 

49

 

(131)

Disposal of businesses

 

 –

 

 8

 

 –

 

 –

Movement attributable to non-controlling interests

 

(4)

 

 –

 

 –

 

 –

As of December 31, 2015

 

292

 

(172)

 

(2)

 

378

As of January 1, 2016

 

292

 

(172)

 

(2)

 

 –

 

378

Foreign exchange translation differences

 

265

 

 –

 

 –

 

 –

 

265

 

 –

 

 –

 

 –

 

 –

Net investment hedging losses

 

(83)

 

 –

 

 –

 

 –

 

(83)

 

 –

 

 –

 

 –

 

 –

Remeasurements of defined benefit plans

 

 –

 

343

 

 –

 

 –

 

 –

 

343

 

 –

 

 –

 

 –

Net fair value losses

 

 –

 

 –

 

(13)

 

(10)

 

 –

 

 –

 

(13)

 

 –

 

(10)

Transfer to income statement

 

(14)

 

 –

 

25

 

(63)

 

(14)

 

 –

 

25

 

 –

 

(63)

Acquisition on non-controlling interest

 

(15)

 

(2)

 

 –

 

 –

 

(15)

 

(2)

 

 –

 

 –

 

 –

Movement attributable to non-controlling interests

 

38

 

 4

 

 –

 

 –

 

38

 

 4

 

 –

 

 –

 

 –

As of December 31, 2016

 

483

 

173

 

10

 

305

 

483

 

173

 

10

 

 –

 

305

Foreign exchange translation differences

 

(1 830)

 

 –

 

 –

 

 –

 

(1 830)

 

 –

 

 –

 

 –

 

 –

Net investment hedging gains

 

352

 

 –

 

 –

 

 –

 

352

 

 –

 

 –

 

 –

 

 –

Remeasurements of defined benefit plans

 

 –

 

662

 

 –

 

 –

 

 –

 

662

 

 –

 

 –

 

 –

Net fair value gains

 

 –

 

 –

 

103

 

18

 

 –

 

 –

 

103

 

 –

 

18

Transfer to income statement

 

12

 

 –

 

(75)

 

(104)

 

12

 

 –

 

(75)

 

 –

 

(104)

Other increase/(decrease)

 

 1

 

 3

 

(1)

 

 –

 

 1

 

 3

 

(1)

 

 –

 

 –

Movement attributable to non-controlling interests

 

50

 

 –

 

 –

 

 –

 

50

 

 –

 

 –

 

 –

 

 –

As of December 31, 2017

 

(932)

 

838

 

37

 

219

 

(932)

 

838

 

37

 

 –

 

219

Adoption of IFRS 9

 

 –

 

 –

 

 –

 

(10)

 

(242)

As of January 1, 2018

 

(932)

 

838

 

37

 

(10)

 

(23)

Foreign exchange translation differences

 

444

 

 –

 

 –

 

 –

 

 –

Net investment hedging losses

 

(66)

 

 –

 

 –

 

 3

 

 –

Remeasurements of defined benefit plans

 

 –

 

293

 

 –

 

 –

 

 –

Net fair value losses

 

 –

 

 –

 

(28)

 

(8)

 

(116)

Transfer to income statement

 

(37)

 

 –

 

(30)

 

23

 

78

Other (decrease)/increase

 

(1)

 

 6

 

 –

 

 –

 

 –

As of December 31, 2018

 

(592)

 

1 137

 

(21)

 

 8

 

(61)

Translation differences consist of translationforeign exchange differences arising from translation of foreign Group companies’ assets and liabilities into euro, the presentation currency of the consolidated financial statements, as well as gains and losses related to hedging of net investments in foreign operations. On disposal or abandonment of all or a part of a foreign Group company, the cumulative amount of translation differences and related accumulated changes in fair value of qualifying net investment hedges are recognized as income or expense onin the consolidated income statement when the gain or loss on disposal is recognized.recognized or when the abandonment occurs. Refer to Note 2, Significant accounting policies.

The Group hasPension remeasurements reserve includes actuarial gains and losses as well as return on plan assets and changes in the effect of the asset ceiling, excluding amounts recognized in net interest, related to the Group’s defined benefit plans. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions for these defined benefit plans are charged or credited to the pension remeasurements reserve. Refer to Note 2, Significant accounting policies and Note 27, Pensions and other post-employment benefits.

The Group applies hedge accounting on certain forward foreign exchange contracts that are designated as cash flow hedges. TheHedging reserve includes the change in fair value that reflects the change in spot exchange rates is deferred to the hedging reservefor certain foreign exchange forward contracts that are designated as cash flow hedges to the extent that the hedge is effective. The accumulated gain or loss in the hedging reserve for each hedge is recycled to other income and expenses in the consolidated income statement when the revenue or expense related to the hedged item is recognized. Refer to Note 2, Significant accounting policies.

The Group invests a portionCost of hedging reserve includes forward element of foreign exchange forward contracts and time value of foreign exchange options related to cash needed to coverflow hedging of forecasted foreign currency sale and purchase transactions. Additionally, cost of hedging reserve includes the projected cash needs of its ongoing business operationsdifference between the change in highly liquid, interest-bearing investments and certain equity instruments. Changes in the fair value of these available-for-sale investments are recognizedforward element of foreign exchange forward contracts and time value of option contracts and the amortization of forward element of foreign exchange forward contracts and time value of option contracts related to net investment hedging. Cost of hedging reserve also includes changes in fair value from foreign currency basis spread related to fair value hedging of foreign currency denominated bonds. The accumulated gain or loss in the fair valuecost of hedging reserve for each hedge is recycled to other income and other reserves as part of other comprehensive income, with the exception of interest calculated using the effective interest method and foreign exchange gains and losses on current available-for-sale investments recognized directlyexpenses in the consolidated income statement.statement when the revenue related to the hedged item is recognized. Cost of hedging reserve is a new component of equity introduced as a result of the adoption of IFRS 9 in 2018. Refer to Note 2, Significant accounting policies.policies and Note 3, New and amended standards and interpretations.

In 2018, fair value reserve includes the changes in fair value of financial instruments that are managed in a portfolio with a business model of holding investments to collect contractual cash flows including principal and interest as well as selling investments. These financial instruments include certain current financial investments, customer or vendor related loan receivables and trade receivables. The fair values of these instruments are reduced by amounts of loss allowances. Upon derecognition of the underlying financial instrument the related cumulative gain or loss is recognized in financial income and expenses in the consolidated income statement. In 2017 and 2016 fair value reserve included changes in the fair value of available-for-sale investments. Refer to Note 2, Significant accounting policies and Note 3, New and amended standards and interpretations.

169161


 

Table of Contents

22. Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2017

 

2016

 

2015

EURm

    

Gross

    

Tax

    

Net

    

Gross

    

Tax

    

Net

    

Gross

    

Tax

    

Net

Pension remeasurements

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Remeasurements of defined benefit plans

 

723

 

(58)

 

665

 

613

 

(269)

 

344

 

112

 

(28)

 

84

Net change during the year

 

723

 

(58)

 

665

 

613

 

(269)

 

344

 

112

 

(28)

 

84

Translation differences

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Exchange differences on translating foreign operations

 

(1 831)

 

 1

 

(1 830)

 

265

 

 –

 

265

 

673

 

 –

 

673

Transfer to income statement

 

12

 

 –

 

12

 

(14)

 

 –

 

(14)

 

(1 727)

 

 –

 

(1 727)

Net change during the year

 

(1 819)

 

 1

 

(1 818)

 

251

 

 –

 

251

 

(1 054)

 

 –

 

(1 054)

Net investment hedging

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Net investment hedging gains/(losses)

 

440

 

(88)

 

352

 

(103)

 

20

 

(83)

 

(260)

 

53

 

(207)

Transfer to income statement

 

 –

 

 –

 

 –

 

 –

 

 –

 

 –

 

582

 

(123)

 

459

Net change during the year

 

440

 

(88)

 

352

 

(103)

 

20

 

(83)

 

322

 

(70)

 

252

Cash flow hedges

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Net fair value gains/(losses)

 

129

 

(26)

 

103

 

(16)

 

 3

 

(13)

 

(66)

 

13

 

(53)

Transfer to income statement

 

(94)

 

19

 

(75)

 

30

 

(5)

 

25

 

61

 

(12)

 

49

Net change during the year

 

35

 

(7)

 

28

 

14

 

(2)

 

12

 

(5)

 

 1

 

(4)

Available-for-sale investments

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Net fair value gains/(losses)

 

19

 

(1)

 

18

 

(9)

 

(1)

 

(10)

 

246

 

(21)

 

225

Transfer to income statement on impairment

 

14

 

(1)

 

13

 

25

 

(4)

 

21

 

11

 

 –

 

11

Transfer to income statement on disposal

 

(121)

 

 4

 

(117)

 

(91)

 

 7

 

(84)

 

(144)

 

 2

 

(142)

Net change during the year

 

(88)

 

 2

 

(86)

 

(75)

 

 2

 

(73)

 

113

 

(19)

 

94

Other (decrease)/ increase, net

 

(1)

 

 –

 

(1)

 

(6)

 

 –

 

(6)

 

 2

 

 –

 

 2

Total

 

(710)

 

(150)

 

(860)

 

694

 

(249)

 

445

 

(510)

 

(116)

 

(626)

170


Table of Contents

23. Interest-bearing liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Carrying amount EURm

Issuer/borrower

    

Instrument

    

Currency

    

Nominal (million)

    

Final maturity

    

2017

    

2016

Nokia Corporation

 

6.75% Senior Notes(1)

 

EUR

 

231

 

February 2019

 

241

 

527

Nokia Corporation

 

5.375% Senior Notes(2)

 

USD

 

581

 

May 2019

 

487

 

961

Nokia Corporation

 

1.00% Senior Notes(1)

 

EUR

 

500

 

March 2021

 

498

 

 –

Nokia Corporation

 

3.375% Senior Notes(2)

 

USD

 

500

 

June 2022

 

406

 

 –

Nokia Corporation

 

2.00% Senior Notes(1)

 

EUR

 

750

 

March 2024

 

744

 

 –

Nokia Corporation

 

4.375% Senior Notes(2)

 

USD

 

500

 

June 2027

 

404

 

 –

Nokia of America Corporation

 

6.5% Senior Notes(1)(2)

 

USD

 

74

 

January 2028

 

62

 

287

Nokia of America Corporation

 

6.45% Senior Notes(1)(2)

 

USD

 

206

 

March 2029

 

174

 

1 306

Nokia Corporation

 

6.625% Senior Notes

 

USD

 

500

 

May 2039

 

424

 

482

Nokia Corporation

 

Revolving Credit Facility

 

EUR

 

1 579

 

June 2020

 

 –

 

 –

Nokia Corporation and various subsidiaries

 

Other liabilities(3)

 

  

 

  

 

  

 

326

 

464

Total

 

  

 

  

 

  

 

  

 

3 766

 

4 027

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2018

 

2017

 

2016

EURm

    

Gross

    

Tax

    

Net

    

Gross

    

Tax

    

Net

    

Gross

    

Tax

    

Net

Pension remeasurements

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Remeasurements of defined benefit plans

 

388

 

(90)

 

298

 

723

 

(58)

 

665

 

613

 

(269)

 

344

Net change during the year

 

388

 

(90)

 

298

 

723

 

(58)

 

665

 

613

 

(269)

 

344

Translation differences

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Exchange differences on translating foreign operations

 

443

 

 1

 

444

 

(1 831)

 

 1

 

(1 830)

 

265

 

 –

 

265

Transfer to income statement

 

(42)

 

 –

 

(42)

 

12

 

 –

 

12

 

(14)

 

 –

 

(14)

Net change during the year

 

401

 

 1

 

402

 

(1 819)

 

 1

 

(1 818)

 

251

 

 –

 

251

Net investment hedges

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Net investment hedging (losses)/gains

 

(79)

 

16

 

(63)

 

440

 

(88)

 

352

 

(103)

 

20

 

(83)

Transfer to income statement

 

 6

 

(1)

 

 5

 

 –

 

 –

 

 –

 

 –

 

 –

 

 –

Net change during the year

 

(73)

 

15

 

(58)

 

440

 

(88)

 

352

 

(103)

 

20

 

(83)

Cash flow and other hedges

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Net fair value (losses)/gains

 

(44)

 

 8

 

(36)

 

129

 

(26)

 

103

 

(16)

 

 3

 

(13)

Transfer to income statement

 

(9)

 

 2

 

(7)

 

(94)

 

19

 

(75)

 

30

 

(5)

 

25

Net change during the year

 

(53)

 

10

 

(43)

 

35

 

(7)

 

28

 

14

 

(2)

 

12

Financial assets at fair value through other comprehensive income(1)

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Net fair value (losses)/gains

 

(144)

 

28

 

(116)

 

 –

 

 –

 

 –

 

 –

 

 –

 

 –

Transfer to income statement on impairment

 

33

 

(8)

 

25

 

 –

 

 –

 

 –

 

 –

 

 –

 

 –

Transfer to income statement on disposal

 

66

 

(13)

 

53

 

 –

 

 –

 

 –

 

 –

 

 –

 

 –

Net change during the year

 

(45)

 

 7

 

(38)

 

 –

 

 –

 

 –

 

 –

 

 –

 

 –

Available-for-sale investments(1)

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Net fair value gains/(losses)

 

 –

 

 –

 

 –

 

19

 

(1)

 

18

 

(9)

 

(1)

 

(10)

Transfer to income statement on impairment

 

 –

 

 –

 

 –

 

14

 

(1)

 

13

 

25

 

(4)

 

21

Transfer to income statement on disposal

 

 –

 

 –

 

 –

 

(121)

 

 4

 

(117)

 

(91)

 

 7

 

(84)

Net change during the year

 

 –

 

 –

 

 –

 

(88)

 

 2

 

(86)

 

(75)

 

 2

 

(73)

Other increase/(decrease), net

 

 1

 

 –

 

 1

 

(1)

 

 –

 

(1)

 

(6)

 

 –

 

(6)

Total

 

619

 

(57)

 

562

 

(710)

 

(150)

 

(860)

 

694

 

(249)

 

445

 

(1)

In March 2017,Related to the Group issuedadoption of IFRS 9, investments in unlisted private equity shares, technology-related publicly quoted shares and unlisted venture funds that were classified as available-for-sale investments are classified as fair value through profit and loss. Certain current financial investments, customer or vendor related loan receivables and trade receivables are classified as fair value through other comprehensive income under IFRS 9. 

23. Interest-bearing liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Carrying amount EURm

Issuer/borrower

    

Instrument

    

Currency

    

Nominal (million)

    

Final maturity

    

2018

    

2017

Nokia Corporation

 

6.75% Senior Notes

 

EUR

 

231

 

February 2019

 

232

 

241

Nokia Corporation

 

5.375% Senior Notes

 

USD

 

581

 

May 2019

 

507

 

487

Nokia Corporation

 

1.00% Senior Notes

 

EUR

 

500

 

March 2021

 

499

 

498

Nokia Corporation

 

3.375% Senior Notes

 

USD

 

500

 

June 2022

 

423

 

406

Nokia Corporation

 

2.00% Senior Notes

 

EUR

 

750

 

March 2024

 

750

 

744

Nokia Corporation

 

4.375% Senior Notes

 

USD

 

500

 

June 2027

 

415

 

404

Nokia of America Corporation

 

6.50% Senior Notes

 

USD

 

74

 

January 2028

 

65

 

62

Nokia of America Corporation

 

6.45% Senior Notes

 

USD

 

206

 

March 2029

 

182

 

174

Nokia Corporation

 

6.625% Senior Notes

 

USD

 

500

 

May 2039

 

455

 

424

Nokia Corporation

 

Revolving Credit Facility

 

EUR

 

1 579

 

June 2020

 

 –

 

 –

Nokia Corporation

 

Loan facilities(1)(2)

 

EUR

 

750

 

 

 

 –

 

 –

Nokia Corporation and various subsidiaries

 

Other liabilities

 

  

 

  

 

  

 

294

 

326

Total

 

  

 

  

 

  

 

  

 

3 822

 

3 766

(1)

A loan facility agreement of EUR 500 million 1.00% Senior Notes due 2021for financing research and EUR 750 million 2.00% Senior Notes due 2024 underdevelopment of 5G technology was signed with the 5 billion Euro Medium-Term Note Programme.European Investment Bank (EIB) in August 2018. The proceedsavailability period of the new notes were used to redeem (nominal amounts) EUR 269 millionloan facility ends in February 2020. The loan facility has not yet been disbursed and will have an average maturity of the 2019 Euro Notes, USD 86 million of the 2028 USD Notes and USD 401 million of the 2029 USD Notes and for general corporate purposes.approximately five years after disbursement.

(2)

In June 2017, the Group issued USD 500A loan facility agreement of EUR 250 million 3.375% Senior Notes due 2022 and USD 500 million 4.375% Senior Notes due 2027 under U.S. Securities Act of 1933, as amended. The proceeds of the new notes were used to redeem (nominal amounts) USD 419 million of the 2019 USD Notes, USD 140 million of the 2028 USD Notes and USD 753 million of the 2029 USD Notes and for general corporate purposes.

(3)

Includes liabilities related to the Frenchfinancing research and development tax credits (Crédits d’Impôt Recherche) of EUR 62 million (EUR 132 million5G technology was signed with the Nordic Investment Bank (NIB) in 2016) thatDecember 2018. The availability period of the loan facility ends in February 2019. The loan facility has not yet been disbursed and will have been sold to banks on a recourse basis and hence remain on the consolidated statementan average maturity of financial position.approximately five years after disbursement.

All borrowings presented above are senior unsecured and have no financial covenants.

162


Table of Contents

The Group uses interest rate swaps and cross currency swaps to manage interest rate and foreign exchange risk related to the Group’s interest-bearing liabilities. The most significant hedging instruments under fair value and cash flow hedge accounting related to the Group’s interest-bearing liabilities as of December 31 are outlined in the table below:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair values EURm

Entity

 

Instrument(1)

 

Currency

 

Notional (million)

 

Maturity

December 31, 2018

Nokia Corporation

 

Cross currency swaps

 

USD

 

581

 

May 2019

 

(29)

Nokia Corporation

 

Cross currency swaps

 

USD

 

500

 

June 2022

 

(16)

Nokia Corporation

 

Interest rate swaps

 

EUR

 

600

 

March 2024

 

 7

Nokia Corporation

 

Cross currency swaps

 

USD

 

500

 

June 2027

 

(22)

Nokia Corporation

 

Cross currency swaps

 

USD

 

400

 

May 2039

 

20

Total

 

 

 

 

 

 

 

 

 

(40)

(1) All cross currency swaps and interest rate swaps are fixed-to-floating swaps.

Changes in interest-bearing liabilities arising from financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Long-term interest-bearing liabilities

    

Short-term interest-bearing liabilities

    

Derivatives held to hedge long-term borrowings

    

Total

    

Long-term interest-bearing liabilities

    

Short-term interest-bearing liabilities

    

Derivatives held to hedge long-term borrowings

    

Total

As of January 1, 2017

 

3 657

 

370

 

(30)

 

3 997

 

3 657

 

370

 

(30)

 

3 997

Cash flows

 

132

 

(40)

 

(49)

 

43

 

132

 

(40)

 

(49)

 

43

Non-cash changes:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquisitions

 

 –

 

 4

 

 –

 

 4

 

 –

 

 4

 

 –

 

 4

Translation differences

 

(291)

 

(12)

 

199

 

(104)

 

(291)

 

(12)

 

199

 

(104)

Changes in fair value

 

(46)

 

 –

 

15

 

(31)

 

(46)

 

 –

 

15

 

(31)

Other

 

 5

 

(13)

 

 –

 

(8)

 

 5

 

(13)

 

 –

 

(8)

As of December 31, 2017

 

3 457

 

309

 

135

 

3 901

 

3 457

 

309

 

135

 

3 901

Cash flows

 

28

 

 2

 

92

 

122

Non-cash changes:

 

 

 

 

 

 

 

 

Translation differences

 

89

 

(1)

 

(138)

 

(50)

Changes in fair value

 

(4)

 

 –

 

(32)

 

(36)

Reclassification from long-term to short-term

 

(739)

 

739

 

 –

 

 –

Other

 

(3)

 

(55)

 

 –

 

(58)

As of December 31, 2018

 

2 828

 

994

 

57

 

3 879

 

 

171163


 

Table of Contents

24. Fair value of financial instruments

Financial assets and liabilities recorded at fair value are categorized based on the amount of unobservable inputs used to measure their fair value. Three hierarchical levels are based on an increasing amount of judgment associated with the inputs used to derive fair valuation for these assets and liabilities, level 1 being market values for exchange traded products, level 2 being primarily based on quotes from third-party pricing services, and level 3 requiring most management judgment. At the end of each reporting period, the Group categorizes its financial assets and liabilities to appropriate level of fair value hierarchy. Items carried at fair value in the following table are measured at fair value on a recurring basis.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Carrying amounts

 

Fair value(1)

 

Carrying amounts

 

Fair value(1)

 

 

 

Fair value

 

 

 

 

 

 

 

Fair value through profit or loss

 

Fair value through other comprehensive income

 

 

 

 

EUR million

    

Amortized cost

    

Level 1

    

Level 2

    

Level 3

    

Total

    

Total

2017

 

 

 

 

 

 

 

 

 

 

 

 

Non-current available-for-sale investments

 

119

 

16

 

137

 

544

 

816

 

816

EURm

    

Amortized cost

    

Level 1

    

Level 2

    

Level 3

    

Level 1

 

Level 2

 

Level 3

 

Total

    

Total

2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current financial investments

 

 –

 

 8

 

 –

 

682

 

 –

 

 –

 

 –

 

690

 

690

Other non-current financial assets

 

108

 

 –

 

99

 

 8

 

215

 

195

 

188

 

 –

 

94

 

 6

 

 –

 

85

 

 –

 

373

 

357

Other current financial assets including derivatives

 

106

 

 –

 

196

 

 –

 

302

 

302

 

20

 

 –

 

131

 

 –

 

 –

 

92

 

 –

 

243

 

243

Accounts receivable

 

6 880

 

 –

 

 –

 

 –

 

6 880

 

6 880

Available-for-sale investments, liquid assets

 

 –

 

 –

 

911

 

 –

 

911

 

911

Trade receivables

 

 –

 

 –

 

 –

 

 –

 

 –

 

4 856

 

 –

 

4 856

 

4 856

Current financial investments

 

106

 

 –

 

52

 

 –

 

 –

 

454

 

 –

 

612

 

612

Cash and cash equivalents

 

7 369

 

 –

 

 –

 

 –

 

7 369

 

7 369

 

4 531

 

 –

 

1 730

 

 –

 

 –

 

 –

 

 –

 

6 261

 

6 261

Total financial assets

 

14 582

 

16

 

1 343

 

552

 

16 493

 

16 473

 

4 845

 

 8

 

2 007

 

688

 

 –

 

5 487

 

 –

 

13 035

 

13 019

Long-term interest-bearing liabilities

 

3 457

 

 –

 

 –

 

 –

 

3 457

 

3 574

 

2 828

 

 –

 

 –

 

 –

 

 –

 

 –

 

 –

 

2 828

 

2 820

Short-term interest bearing liabilities

 

309

 

 –

 

 –

 

 –

 

309

 

309

Other long-term financial liabilities

 

 –

 

 –

 

 –

 

14

 

 –

 

 –

 

 –

 

14

 

14

Short-term interest-bearing liabilities

 

994

 

 –

 

 –

 

 –

 

 –

 

 –

 

 –

 

994

 

997

Other financial liabilities including derivatives

 

44

 

 –

 

268

 

672

 

984

 

984

 

 –

 

 –

 

198

 

693

 

 –

 

 –

 

 –

 

891

 

891

Accounts payable

 

3 996

 

 –

 

 –

 

 –

 

3 996

 

3 996

Trade payables

 

4 773

 

 –

 

 –

 

 –

 

 –

 

 –

 

 –

 

4 773

 

4 773

Total financial liabilities

 

7 806

 

 –

 

268

 

672

 

8 746

 

8 863

 

8 595

 

 –

 

198

 

707

 

 –

 

 –

 

 –

 

9 500

 

9 495

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Carrying amounts

 

Fair value(1)

 

 

 

 

Fair value

 

 

 

 

EUR million

    

Amortized cost

    

Level 1

    

Level 2

    

Level 3

    

Total

    

Total

2016

 

 

 

 

 

 

 

 

 

 

 

 

Non-current available-for-sale investments

 

202

 

 –

 

164

 

674

 

1 040

 

1 040

Other non-current financial assets

 

143

 

 –

 

111

 

 –

 

254

 

228

Other current financial assets including derivatives

 

60

 

 –

 

236

 

 –

 

296

 

296

Accounts receivable

 

6 972

 

 –

 

 –

 

 –

 

6 972

 

6 972

Investments at fair value through profit and loss, liquid assets

 

 –

 

 –

 

327

 

 –

 

327

 

327

Available-for-sale investments, liquid assets

 

 –

 

 –

 

1 502

 

 –

 

1 502

 

1 502

Cash and cash equivalents

 

7 497

 

 –

 

 –

 

 –

 

7 497

 

7 497

Total financial assets

 

14 874

 

 –

 

2 340

 

674

 

17 888

 

17 862

Long-term interest-bearing liabilities

 

3 657

 

 –

 

 –

 

 –

 

3 657

 

3 821

Short-term interest bearing liabilities

 

370

 

 –

 

 –

 

 –

 

370

 

370

Other financial liabilities including derivatives

 

34

 

 –

 

236

 

14

 

284

 

284

Accounts payable

 

3 781

 

 –

 

 –

 

 –

 

3 781

 

3 781

Total financial liabilities

 

7 842

 

 –

 

236

 

14

 

8 092

 

8 256

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Carrying amounts

 

Fair value(1)

 

 

 

 

Fair value through profit or loss

 

Fair value through other comprehensive income

 

 

 

 

EURm

    

Amortized cost

    

Level 1

    

Level 2

    

Level 3

    

Level 1

 

Level 2

 

Level 3

 

Total

    

Total

2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current financial investments

 

119

 

 –

 

 –

 

 –

 

16

 

137

 

544

 

816

 

816

Other non-current financial assets

 

108

 

 –

 

99

 

 8

 

 –

 

 –

 

 –

 

215

 

195

Other current financial assets including derivatives

 

106

 

 –

 

196

 

 –

 

 –

 

 –

 

 –

 

302

 

302

Trade receivables

 

6 880

 

 –

 

 –

 

 –

 

 –

 

 –

 

 –

 

6 880

 

6 880

Current financial investments

 

 –

 

 –

 

 –

 

 –

 

 –

 

911

 

 –

 

911

 

911

Cash and cash equivalents

 

7 369

 

 –

 

 –

 

 –

 

 –

 

 –

 

 –

 

7 369

 

7 369

Total financial assets

 

14 582

 

 –

 

295

 

 8

 

16

 

1 048

 

544

 

16 493

 

16 473

Long-term interest-bearing liabilities

 

3 457

 

 –

 

 –

 

 –

 

 –

 

 –

 

 –

 

3 457

 

3 574

Other long-term financial liabilities

 

44

 

 –

 

 –

 

672

 

 –

 

 –

 

 –

 

716

 

716

Short-term interest-bearing liabilities

 

309

 

 –

 

 –

 

 –

 

 –

 

 –

 

 –

 

309

 

309

Other financial liabilities including derivatives

 

 –

 

 –

 

268

 

 –

 

 –

 

 –

 

 –

 

268

 

268

Trade payables

 

3 996

 

 –

 

 –

 

 –

 

 –

 

 –

 

 –

 

3 996

 

3 996

Total financial liabilities

 

7 806

 

 –

 

268

 

672

 

 –

 

 –

 

 –

 

8 746

 

8 863

(1)

The following fair value measurement methods are used for items not carried at fair value: the fair value is estimated to equal the carrying amount for available-for-sale investments carried at cost less impairment for which it is not possible to estimate fair value reliably. These assets are tested for impairment using a discounted cash flow analysis if events or changes in circumstances indicate that the carrying amounts may not be recoverable. The fair values of long-term interest bearinginterest-bearing liabilities, including current part, are primarily based on quotes from third-party pricing services (level 2). The fair values of other assets and liabilities, including loans receivableloan receivables and loans payable are primarily based on discounted cash flow analysis (level 2). The fair value is estimated to equal the carrying amount for short-term financial assets and financial liabilities due to limited credit risk and short time to maturity. Refer to Note 2, Significant accounting policies.

172


Table of Contents

The level 1 category includes financial assets and liabilities that are measured in whole by reference to published quotes in an active market. A financial instrument is regarded as quoted in an active market if quoted prices are readily and regularly available from an exchange, and those prices represent actual and regularly occurring market transactions on an arm’s-length basis. This category includes only exchange traded products.

The level 2 category includes financial assets and liabilities measured using a valuation technique based on assumptions that are supported by prices from observable current market transactions. These include assets and liabilities with fair values based on quotes from third-party pricing services, financial assets with fair values based on broker quotes and assets that are valued using the Group’s own valuation models whereby the material assumptions are market observable. The majority of the Group’s listed bonds and other securities, over-the-counter derivatives, trade receivables and certain other products are included within this category.

164


Table of Contents

The level 3 financial assets category includes a large number of investments in unlisted equities and unlisted venture funds, including investments managed by Nokia Growth Partners specializing in growth-stage investing and by BlueRun Ventures focusing on early stage opportunities.investing. The fair value of level 3 investments is determined using one or more valuation techniques where the use of the market approach generally consists of using comparable market transactions, while the use of the income approach generally consists of calculating the net present value of expected future cash flows. For unlisted funds, the selection of appropriate valuation techniques by the fund managing partner may be affected by the availability and reliability of relevant inputs. In some cases, one valuation technique may provide the best indication of fair value while in other circumstances multiple valuation techniques may be appropriate.

The inputs generally considered in determining the fair value of level 3 investments include the original transaction price, recent transactions in the same or similar instruments, completed or pending third-party transactions in the underlying investment or comparable issuers, subsequent rounds of financing, recapitalizations or other transactions undertaken by the issuer, offerings in the equity or debt capital markets, and changes in financial ratios or cash flows, adjusted as appropriate for liquidity, credit, market and/or other risk factors. The level 3 investments are valued on a quarterly basis taking into consideration any changes, projections and assumptions, as well as any changes in economic and other relevant conditions. The fair value may be adjusted to reflect illiquidity and/or non-transferability, with the amount of such discount estimated by the managing partner in the absence of market information. Assumptions used by the managing partner due to the lack of observable inputs may impact the resulting fair value of individual investments, but no individual input has a significant impact on the total fair value of the level 3 investments.

Level 3 Financialfinancial liabilities include a conditional obligation to China Huaxin as part of the Nokia Shanghai Bell definitive agreements where China Huaxin obtained the right to fully transfer its ownership interest in Nokia Shanghai Bell to the Group in exchange for a future cash settlement. The fair value of the liability is calculated using the net present value of the expected future cash settlement. MostThe most significant unobservable valuation inputs include certain financial performance metrics of Nokia Shanghai Bell. No individual input has a significant impact on the total fair value of the level 3 financial liability. Refer to Note 33, Significant partly-owned subsidiaries.

Reconciliation of the opening and closing balances on level 3 financial assets and liabilities:

 

 

 

 

 

 

 

 

    

Level 3 Financial

 

Level 3 Financial

    

Level 3 Financial

 

Level 3 Financial

EURm

 

Assets

 

Liabilities

 

Assets

 

Liabilities

As of January 1, 2016

 

688

 

 –

Net gains in income statement

 

52

 

 –

Net loss recorded in other comprehensive income

 

(48)

 

 –

Acquisitions through business combination

 

 –

 

(14)

Purchases

 

72

 

 –

Sales

 

(101)

 

 –

Other movements

 

11

 

 –

As of December 31, 2016

 

674

 

(14)

As of January 1, 2017

 

674

 

(14)

Net gains in income statement

 

89

 

79

 

89

 

79

Net loss recorded in other comprehensive income

 

(89)

 

 –

 

(89)

 

 –

Acquisitions of non-controlling interest

 

 –

 

(737)

 

 –

 

(737)

Purchases

 

89

 

 –

 

89

 

 –

Sales

 

(182)

 

 –

 

(182)

 

 –

Other movements

 

(29)

 

 –

 

(29)

 

 –

As of December 31, 2017

 

552

 

(672)

 

552

 

(672)

Adoption of IFRS 9(1)

 

122

 

 –

As of January 1, 2018

 

674

 

(672)

Net gains/(losses) in income statement

 

49

 

(34)

Additions

 

119

 

 –

Deductions

 

(150)

 

 8

Other movements

 

(4)

 

(9)

As of December 31, 2018

 

688

 

(707)

(1)

Non-current available-for-sale investments for which the fair value was estimated to equal cost less impairment under IAS 39, as their fair value was not possible to estimate reliably, are classified as level 3 financial assets at fair value through profit or loss under IFRS 9.

The gains and losses from venture fund and similar investments categorized in level 3 are included in other operating income and expenses in cases where the investment and disposal objectives for these investments are business driven. In other cases the gains and losses from level 3 financial assets and liabilities are included in financial income and expenses. A net loss of EUR 96 million (net gain of EUR 63 million (net gain of EUR 6 million in 2016)2017) related to level 3 financial instruments held as of December 31, 20172018 is recognized in the consolidated income statement.

173165


 

Table of Contents

25. Derivative financial instruments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets

 

Liabilities

 

Assets

 

Liabilities

EURm

    

Fair value(1)

    

Notional(2)

    

Fair value(1)

    

Notional(2)

    

Fair value(1)

    

Notional(2)

    

Fair value(1)

    

Notional(2)

2017

 

  

 

  

 

  

 

  

2018

 

  

 

  

 

  

 

  

Hedges on net investment in foreign subsidiaries

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Forward foreign exchange contracts

 

38

 

3 491

 

(2)

 

773

Foreign exchange forward contracts

 

11

 

2 562

 

(23)

 

4 050

Currency options bought

 

 1

 

235

 

 –

 

 –

Cash flow hedges

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Forward foreign exchange contracts

 

56

 

1 305

 

(6)

 

465

Foreign exchange forward contracts

 

 5

 

619

 

(26)

 

787

Currency options bought

 

 9

 

507

 

(0)

 

40

Currency options sold

 

 –

 

 –

 

(0)

 

15

Fair value hedges

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Forward foreign exchange contracts

 

 1

 

165

 

(1)

 

79

Interest rate swaps

 

 7

 

600

 

 –

 

 –

Foreign exchange forward contracts

 

 2

 

218

 

(6)

 

543

Firm commitments

 

17

 

133

 

(24)

 

229

 

14

 

466

 

(1)

 

234

Cash flow and fair value hedges(3)

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Cross-currency interest rate swaps

 

 –

 

 –

 

(141)

 

1 512

 

22

 

260

 

(69)

 

1 512

Derivatives not designated in hedge accounting relationships carried at fair value through profit and loss

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Forward foreign exchange contracts

 

73

 

5 858

 

(88)

 

7 002

Foreign exchange forward contracts

 

59

 

6 257

 

(43)

 

5 315

Currency options bought

 

12

 

664

 

 –

 

 –

 

 1

 

99

 

 –

 

 –

Currency options sold

 

 –

 

 –

 

(4)

 

163

Interest rate swaps

 

 –

 

 –

 

 –

 

 –

Other derivatives

 

 –

 

 –

 

(2)

 

100

 

 –

 

 –

 

(10)

 

104

Total

 

197

 

11 616

 

(268)

 

10 323

 

131

 

11 823

 

(178)

 

12 600

2016

 

  

 

  

 

  

 

  

2017

 

  

 

  

 

  

 

  

Hedges on net investment in foreign subsidiaries

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Forward foreign exchange contracts

 

20

 

1 829

 

(1)

 

255

Foreign exchange forward contracts

 

38

 

3 491

 

(2)

 

773

Cash flow hedges

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Forward foreign exchange contracts

 

12

 

382

 

(9)

 

185

Foreign exchange forward contracts

 

56

 

1 305

 

(6)

 

465

Fair value hedges

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

 

Interest rate swaps

 

42

 

300

 

 –

 

 –

Forward foreign exchange contracts

 

21

 

350

 

(51)

 

689

Foreign exchange forward contracts

 

 1

 

165

 

(1)

 

79

Firm commitments

 

34

 

633

 

(6)

 

311

 

17

 

133

 

(24)

 

229

Cash flow and fair value hedges(3)

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

 

Cross-currency interest rate swaps

 

42

 

1 002

 

 –

 

 –

 

 –

 

 –

 

(141)

 

1 512

Derivatives not designated in hedge accounting relationships carried at fair value through profit and loss

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

 

Forward foreign exchange contracts

 

61

 

3 777

 

(135)

 

7 526

Foreign exchange forward contracts

 

73

 

5 858

 

(88)

 

7 002

Currency options bought

 

 3

 

569

 

 –

 

 –

 

12

 

664

 

 –

 

 –

Interest rate swaps

 

 –

 

 –

 

(29)

 

329

Currency options sold

 

 –

 

 –

 

(4)

 

163

Other derivatives

 

 –

 

 –

 

(5)

 

157

 

 –

 

 –

 

(2)

 

100

Total

 

235

 

8 842

 

(236)

 

9 452

 

197

 

11 616

 

(268)

 

10 323

(1)

Included in other financial assets and other financial liabilities in the consolidated statement of financial position.

(2)

Includes the gross amount of all notional values for contracts that have not yet been settled or cancelled. The amount of notional value outstanding is not necessarily a measure or indication of market risk as the exposure of certain contracts may be offset by that of other contracts.

(3)

Cross-currency interest rate swaps have been designated partly as fair value hedges and partly as cash flow hedges. 

174166


 

Table of Contents

26. Share-based payment

The Group has several equity-based incentive programs for executives and other eligible employees. The programs consist of performance share plans, restricted share plans and employee share purchase plans. The equity-based incentive grants are generally conditional on continued employment as well as the fulfillment of the performance, service and other conditions determined in the relevant plan rules. The share-based payment expense, including social security costs, for all equity-based incentive grants included in Continuing operations in the consolidated income statement amounts to EUR 62 million (EUR 99 million (EURin 2017 and EUR 130 million in 2016 and EUR 67 million in 2015)2016).

Active share-based payment plans by instrument

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Performance shares outstanding at target

 

Restricted shares outstanding

 

Performance shares outstanding at target

 

Restricted shares outstanding

    

Number of

    

Weighted average grant

    

Number of

    

Weighted average grant

    

Number of

    

Weighted average grant

    

Number of

    

Weighted average grant

 

performance

 

date fair value

 

restricted

 

date fair value

 

performance

 

date fair value

 

restricted

 

date fair value

 

shares at target

 

EUR(1)

 

shares outstanding

 

EUR(1)

 

shares at target

 

EUR(1)

 

shares outstanding

 

EUR(1)

As of January 1, 2015

 

17 234 066

 

  

 

7 595 405

 

  

As of January 1, 2016

 

22 928 850

 

  

 

2 104 474

 

  

Granted

 

13 553 992

 

5.78

 

342 200

 

6.22

 

23 110 479

 

4.70

 

5 406 682

 

4.73

Forfeited

 

(7 859 208)

 

  

 

(3 880 221)

 

  

 

(1 489 070)

 

  

 

(255 023)

 

  

Vested

 

 –

 

  

 

(1 952 910)

 

  

As of December 31, 2015

 

22 928 850

 

  

 

2 104 474

 

  

Granted

 

23 110 479

 

4.70

 

5 406 682

 

4.73

Forfeited

 

(1 489 070)

 

  

 

(255 023)

 

  

Vested

 

(1 132 709)

 

  

 

(1 286 596)

 

  

Vested(2)

 

(1 132 709)

 

  

 

(1 286 596)

 

  

As of December 31, 2016

 

43 417 550

 

  

 

5 969 537

 

  

 

43 417 550

 

  

 

5 969 537

 

  

Granted

 

29 983 190

 

5.08

 

2 366 008

 

4.90

 

29 983 190

 

5.08

 

2 366 008

 

4.90

Forfeited

 

(2 589 904)

 

 

 

(807 556)

 

 

 

(2 589 904)

 

 

 

(807 556)

 

 

Vested(2)

 

(10 294 593)

 

 

 

(1 959 287)

 

 

 

(10 294 593)

 

 

 

(1 959 287)

 

 

As of December 31, 2017(3)

 

60 516 243

 

  

 

5 568 702

 

  

As of December 31, 2017

 

60 516 243

 

  

 

5 568 702

 

  

Granted

 

36 943 251

 

4.39

 

1 479 350

 

4.47

Forfeited

 

(4 146 246)

 

 

 

(1 431 215)

 

 

Vested(2)

 

(10 169 717)

 

 

 

(2 034 789)

 

 

As of December 31, 2018(3)

 

83 143 531

 

  

 

3 582 048

 

  

(1)

The fair values of performance and restricted shares are estimated based on the grant date market price of the Nokia share less the present value of dividends expected to be paid during the vesting period.

(2)

Vested performance shares at target are multiplied by the confirmed payout (% of target) to calculate the total number of Nokia shares settlement.

(3)

Includes 10 167 02118 969 595 performance shares for the Performance Share Plan 20152016 and 204 419178 428 Restricted Shares that vested on January 1, 2018.2019.

Performance shares

In 2017,2018, the Group administered four global performance share plans, the Performance Share Plans of 2014, 2015, 2016, 2017 and 2017.2018. The performance shares represent a commitment by the Group to deliver Nokia shares to eligible participants at a future point in time, subject to the fulfillment of predetermined performance criteria. The number of performance shares at target is the amount of performance shares granted to an individual that will be settled if the target performance, with respect to the performance criteria, is achieved. Any additional payout beyond the minimum amount will be determined based on the financial performance against the established performance criteria during the two-year performance period. At maximum performance, the settlement amounts to two times the amount at target. Until the Nokia shares are delivered, the participants do not have any shareholder rights, such as voting or dividend rights, associated with the performance shares. The performance share grants are generally forfeited if the employment relationship with the Group terminates prior to vesting.

The Performance Share Plan 20172018 includes a minimum payout guarantee for performance shares granted to non-executive participants, such that 25% of the performance shares granted will settle after the restriction period, regardless of the satisfaction of the applicable performance criteria. Performance shares granted to executive participants under the Performance Share Plan 20172018 do not include a minimum payout guarantee.

Global performance share plans as of December 31, 2017:2018:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Performance shares

 

Confirmed payout

 

Performance

 

Restriction

 

Settlement

 

Performance shares

 

Confirmed payout

 

Performance

 

Restriction

 

Settlement

Plan

    

outstanding at target

    

(% of target)

    

period

    

period(1)

    

year

    

outstanding at target

    

(% of target)

    

period

    

period(1)

    

year

2014

 

 –

 

126

 

2014-2015

 

2016

 

2017

2015

 

10 167 021

 

124

 

2015-2016

 

2017

 

2018

 

 –

 

124

 

2015-2016

 

2017

 

2018

2016

 

20 717 300

 

46

 

2016-2017

 

2018

 

2019

 

18 969 595

 

46

 

2016-2017

 

2018

 

2019

2017

 

29 631 922

 

  

 

2017-2018

 

2019

 

2020

 

27 696 747

 

29

 

2017-2018

 

2019

 

2020

2018

 

36 477 189

 

 –

 

2018-2019

 

2020

 

2021

(1)

The restriction period will be no less than one year from the end of the performance period.

PerformanceThe 2018 performance share plan has a two-year performance period (2018-2019) and a subsequent one-year restriction period. The number of performance shares to be settled would be determined with reference to the performance targets during the performance period. Under the 2018 performance share plan the performance criteria for the 2017 Plan for the year ended December 31:

 

 

 

 

 

 

 

 

 

Threshold performance

    

Maximum performance

    

Weight

Performance criteria(1)

 

EUR

 

EUR

 

%

Average annual net sales 2017-2018

    

22 842

million

26 280

million

50

Average annual diluted EPS 2017-2018

 

0.26

 

0.38

 

50

(1)

Excludesare: Nokia annual earnings per share (diluted), annual free cash flow and revenue relative to market. The criteria exclude costs related to the acquisition of Alcatel Lucent and related integration, goodwill impairment charges, intangible asset amortization and other purchase price fair value adjustments, restructuring and associated charges and certain other items.

175


Table of Contents

Restricted shares

In 2017,2018, the Group administered four global restricted share plans: the Restricted Share Plans 2014, 2015, 2016, 2017 and 2017.2018. Restricted shares are granted on a limited basis for purposes related to retention and recruitment of individuals deemed critical to the Group's future success.The vesting schedule for the 2014 Plans was 36 months following the grant quarter. All other plans follow a tranche vesting schedule whereby each plan vests in three equal tranches on the first, second and the third anniversary of the award subject to continued employment with the Group. Restricted Share Plan participants do not have any shareholder rights, such as voting or dividend rights, until the Nokia shares are delivered. The restricted share grants are generally forfeited if the employment relationship with the Group terminates prior to vesting of the applicable tranche or tranches.

167


Table of Contents

Employee share purchase plan

The Group offers a voluntary Employee Share Purchase Plan to its employees. Participating employees make contributions from their net salary to purchase Nokia shares on a monthly basis during a 12‑month savings period. The Group intends to deliver one matching share for every two purchased shares the employee holds as of the end of the Plan cycle. In 2017, 2 920 2042018, 3 980 286 matching shares were issued as a settlement to the participants of the Employee Share Purchase Plan 2016 (1 661 9512017 (2 920 204 matching shares issued under the 2016 Plan in 2017 and 1 661 951 matching issued under the 2015 Planplan and 601 408 free shares issued under the 2016 plan in 2016, 140 436 matching shares issued in 2015 under the 2014 Plan)2016).

Legacy equity compensation programs

Stock options

In 2017,2018, the Group administered one global stock option plan, the Stock Option Plan 2011. The last stock options under this Plan were granted in 2013. Each stock option entitles the holder to subscribe for one new Nokia share. The stock options are non-transferable and may be exercised for shares only. Shares will be eligible for dividends for the financial year in which the share subscription takes place. Other shareholder rights will commence on the date on which the subscribed shares are entered in the Trade Register. The stock option grants are generally forfeited if the employment relationship with the Group is terminated.

Reconciliation of stock options outstanding and exercisable:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted

 

Weighted

 

 

 

Weighted

 

 

 

Weighted

 

Weighted

 

 

 

Weighted

 

 

 

average exercise

 

average share

 

Number of

 

average exercise

 

 

 

average exercise

 

average share

 

Number of

 

average exercise

 

Number

 

price

 

price

 

options

 

price

 

Number

 

price

 

price

 

options

 

price

Shares under option

    

of shares

    

EUR

    

EUR

    

exercisable

    

EUR

    

of shares

    

EUR

    

EUR

    

exercisable

    

EUR

As of January 1, 2015

 

7 344 023

 

4.81

 

  

 

1 913 537

 

10.43

Exercised

 

(1 242 381)

 

3.79

 

6.44

 

  

 

  

Forfeited

 

(2 215 216)

 

2.48

 

  

 

  

 

  

Expired

 

(246 140)

 

8.07

 

  

 

  

 

  

As of December 31, 2015

 

3 640 286

 

4.67

 

  

 

2 318 911

 

5.97

As of January 1, 2016

 

3 640 286

 

4.67

 

  

 

2 318 911

 

5.97

Exercised

 

(832 900)

 

2.52

 

4.87

 

  

 

  

 

(832 900)

 

2.52

 

4.87

 

  

 

  

Forfeited

 

(17 875)

 

2.57

 

  

 

  

 

  

 

(17 875)

 

2.57

 

  

 

  

 

  

Expired

 

(1 188 490)

 

7.81

 

  

 

  

 

  

 

(1 188 490)

 

7.81

 

  

 

  

 

  

As of December 31, 2016

 

1 601 021

 

3.34

 

  

 

1 197 771

 

3.56

 

1 601 021

 

3.34

 

  

 

1 197 771

 

3.56

Exercised

 

(415 750)

 

2.13

 

4.93

 

  

 

  

 

(415 750)

 

2.13

 

4.93

 

  

 

  

Forfeited

 

(215 000)

 

2.71

 

 

 

  

 

  

 

(215 000)

 

2.71

 

 

 

  

 

  

Expired

 

(522 771)

 

5.65

 

 

 

  

 

  

 

(522 771)

 

5.65

 

 

 

  

 

  

As of December 31, 2017

 

447 500

 

2.07

 

  

 

447 500

 

2.07

 

447 500

 

2.07

 

  

 

447 500

 

2.07

Exercised

 

(424 500)

 

2.06

 

5.07

 

  

 

  

Forfeited

 

 –

 

   

 

 

 

  

 

  

Expired

 

 –

 

   

 

 

 

  

 

  

As of December 31, 2018

 

23 000

 

2.35

 

  

 

23 000

 

2.35

 

 

176168


 

Table of Contents

27. Pensions and other post-employment benefits

The Group maintains a number of post-employment plans in various countries including both defined contributionbenefit and defined benefitcontribution plans. The Group participates in defined contribution plans, multi-employer and insured plans for which the Group contributions are recognized as expense in the consolidated income statement in the period to which the contributions relate.  In a defined contribution plan, the Group’s legal or constructive obligation is limited to the amount that it agrees to contribute to the fund. The amount recognized in the consolidated income statement related to defined contribution plans was EUR 246 million (EUR 231 million in 2017 and EUR 236 million in 2016).

The Group’s defined benefit plans comprise significant pension programs and schemes as well as material other post employmentpost-employment benefit (“Opeb”)(Opeb) plans providing post-retirement healthcare and life insurance coverage to certain employee groups. Defined benefit plans expose the Group to actuarialvarious risks such as investment risk, interest rate risk, and life expectancy risk, and regulatory/compliance risk. The characteristics and associatedextent of these risks of the defined benefit plans vary depending on the legal, fiscal, and economic requirements in each country. These characteristicsThe amount recognized in the consolidated income statement related to defined benefit plans was EUR 234 million (EUR 214 million in 2017 and risks are further described below and relate to the plans included as part of the Group’s Continuing operations.EUR 222 million in 2016).

The total net defined benefit liability is EUR 103 million (EUR 461 million (EUR 1 198 million in 2016)2017) consisting of net pension and other post-employment benefit liabilities of EUR 4 327 million (EUR 4 440 million (EUR 5 000 million in 2016)2017) and net pension and other post-employment benefit assets of EUR 4 224 million (EUR 3 979 million (EUR 3 802 million in 2016)2017).

Defined benefit plans

The Group’s most significant defined benefit pension plans are in the United States, Germany, and the United Kingdom. Together they account for 93%92% (93% in 2016)2017) of the Group’s total defined benefit obligation and 91% (92%(91% in 2016)2017) of the Group’s total plan assets.

The defined benefit obligations, the fair value of plan assets, the effects of the asset ceiling and the net defined benefit balance as of December 31:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2017

 

2016

 

 

Defined

 

 

 

 

 

Net defined

 

Defined

 

 

 

 

 

Net defined

 

 

benefit

 

Fair value

 

Effects of

 

benefit

 

benefit

 

Fair value

 

Effects of

 

benefit

EURm

    

obligation

    

of plan assets 

    

asset ceiling

    

balance

    

obligation 

    

of plan assets 

    

asset ceiling

    

balance

United States

 

(19 614)

 

20 499

 

(453)

 

432

 

(22 845)

 

22 880

 

(265)

 

(230)

Germany

 

(2 773)

 

1 203

 

 –

 

(1 570)

 

(2 680)

 

1 160

 

 –

 

(1 520)

United Kingdom

 

(1 276)

 

1 552

 

 –

 

276

 

(1 265)

 

1 485

 

 –

 

220

Other

 

(1 834)

 

2 281

 

(46)

 

401

 

(1 873)

 

2 245

 

(40)

 

332

Total

 

(25 497)

 

25 535

 

(499)

 

(461)

 

(28 663)

 

27 770

 

(305)

 

(1 198)

United States

The Group has significant defined benefit pension plans and a significant post-retirement welfare benefit plan, providing post-retirement healthcare benefits and life insurance coverage, in the United States. The pension plans include both traditional service-based programs as well as cash-balance plans. The principal non-represented plan for salaried, non-union member employees was closed to new entrants after December 31, 2007 and fully frozen on December 31, 2009. The Group, then Alcatel Lucent, adopted a new cash-balance program, a cash balance plan, for salaried, non-union member employees effective January 1, 2015. The new program was extended to all United States-based salaried employees, except the employees of Nokia Technologies, effective January 1, 2017. For active union-represented employees and for former employees who, when active, were represented by a union, the Group maintains two represented defined benefit plans, both of which are traditional service-based pension programs. The larger of the two, which represents 95% of the obligation, is a closed plan. Post-retirement welfare benefits are maintained for certain retired former employees. An agreement was made with the Communications Workers of America (“CWA”) and the International Brotherhood of Electrical Workers (“IBEW”) unions to continue to provide post-retirement healthcare benefits and life-insurance coverage for employees formerly represented by these two unions. The current union agreement expires on December 31, 2019.

The defined benefit obligations, the fair value of plan assets, the effects of the asset ceiling and the net defined benefit balance for United States defined benefit plans as of December 31:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2017

 

2016

 

 

Defined

 

 

 

 

 

Net defined

 

Defined

 

 

 

 

 

Net defined

 

 

benefit

 

Fair value

 

Effects of

 

benefit

 

benefit

 

Fair value

 

Effects of

 

benefit

EURm

    

obligation 

    

of plan assets 

    

asset ceiling

    

balance

    

obligation 

    

of plan assets 

    

asset ceiling

    

balance

Pension benefits

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Management

 

(13 750)

 

15 263

 

(2)

 

1 511

 

(15 855)

 

16 861

 

(2)

 

1 004

Occupational

 

(2 995)

 

4 704

 

(451)

 

1 258

 

(3 528)

 

5 440

 

(263)

 

1 649

Supplemental

 

(351)

 

 –

 

 –

 

(351)

 

(401)

 

 –

 

 –

 

(401)

Total

 

(17 096)

 

19 967

 

(453)

 

2 418

 

(19 784)

 

22 301

 

(265)

 

2 252

Post-retirement benefits

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Health (non-union represented)

 

(76)

 

 –

 

 –

 

(76)

 

(126)

 

 –

 

 –

 

(126)

Health (formerly union represented)

 

(1 026)

 

264

 

 –

 

(762)

 

(1 343)

 

270

 

 –

 

(1 073)

Group life (non-union represented)

 

(929)

 

186

 

 –

 

(743)

 

(1 040)

 

220

 

 –

 

(820)

Group life (formerly union represented)

 

(486)

 

82

 

 –

 

(404)

 

(551)

 

89

 

 –

 

(462)

Other

 

(1)

 

 –

 

 –

 

(1)

 

(1)

 

 –

 

 –

 

(1)

Total

 

(2 518)

 

532

 

 –

 

(1 986)

 

(3 061)

 

579

 

 –

 

(2 482)

177


Table of Contents

Germany

The Group maintains two primary plans in Germany which cover the majority of active employees: the cash balance plan Beitragsorientierter Alterversorgungs Plan (“BAP”) and a similar cash balance program for the Group’s former Alcatel Lucent employees. Individual benefits are generally dependent on eligible compensation levels, ranking within the Group and years of service. These plans are partially funded defined benefit pension plans, the benefits being subject to a minimum return guaranteed by the Group. The funding vehicle for the BAP plan is the NSN Pension Trust e.V. The funding vehicle for the former Alcatel Lucent cash balance plan is the Alcatel SEL Unterstützungs-GmbH. The trusts are legally separate from the Group and manage the plan assets in accordance with the respective trust agreements.

All other plans have been previously frozen and replaced by the cash balance plans. Benefits are paid in annual installments, as monthly retirement pension, or as a lump sum on retirement in an amount equal to accrued pensions and guaranteed interest. The risks specific to the German defined benefit plans are related to changes in mortality of covered members, return on investment on plan assets, and volatility in interest rates.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2018

 

2017

 

 

Defined

 

 

 

 

 

Net defined

 

Defined

 

 

 

 

 

Net defined

 

 

benefit

 

Fair value

 

Effects of

 

benefit

 

benefit

 

Fair value

 

Effects of

 

benefit

EURm

    

obligation

    

of plan assets 

    

asset ceiling

    

balance

    

obligation 

    

of plan assets 

    

asset ceiling

    

balance

United States

 

(18 346)

 

19 616

 

(573)

 

697

 

(19 614)

 

20 499

 

(453)

 

432

Germany

 

(2 650)

 

1 145

 

 –

 

(1 505)

 

(2 773)

 

1 203

 

 –

 

(1 570)

United Kingdom

The Group has two pension Trusts in the United Kingdom. The Nokia Trust has a money purchase section with Guaranteed Minimum Pension (“GMP”) underpin and final salary sections, all closed to future benefit accrual on April 30, 2012. The legacy Alcatel-Lucent Trust has a money purchase section with GMP underpin, this section is closed to future benefit accrual; it also has final salary sections, the final salary sections are closed to new joiners but currently open to future benefit accrual.

(1 122)

1 459

 –

337

(1 276)

1 552

 –

276

Other

(1 837)

2 259

(54)

368

(1 834)

2 281

(46)

401

Total

(23 955)

24 479

(627)

(103)

(25 497)

25 535

(499)

(461)

United States

The Group has significant defined benefit pension plans and a significant post-retirement (Opeb) welfare benefit plan, providing post-retirement healthcare benefits and life insurance coverage, in the United States. The pension plans include both traditional service-based programs as well as cash-balance plans. The principal non-represented plan for salaried, non-union member employees was closed to new entrants after December 31, 2007 and fully frozen on December 31, 2009. Effective on January 1, 2015, the Group, then Alcatel Lucent, adopted a new cash-balance program, for salaried, non-union member employees. The new program was extended to all United States-based salaried employees, except the employees of Nokia Technologies, effective January 1, 2017. For active union-represented employees and for former employees who, when active, were represented by a union, the Group maintains two defined benefit pension plans, both of which are traditional service-based pension programs. The larger of the two, which represents 95% of the obligation, is a closed plan. Post-retirement welfare benefits are maintained for certain retired former employees. Pursuant to an agreement with the Communications Workers of America (CWA) and the International Brotherhood of Electrical Workers (IBEW) unions, the Group agreed to continue to provide post-retirement healthcare benefits and life-insurance coverage for employees formerly represented by these two unions. That agreement expires on December 31, 2019.

The defined benefit obligations, the fair value of plan assets, the effects of the asset ceiling and the net defined benefit balance for United States defined benefit plans as of December 31:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2018

 

2017

 

 

Defined

 

 

 

 

 

Net defined

 

Defined

 

 

 

 

 

Net defined

 

 

benefit

 

Fair value

 

Effects of

 

benefit

 

benefit

 

Fair value

 

Effects of

 

benefit

EURm

    

obligation 

    

of plan assets 

    

asset ceiling

    

balance

    

obligation 

    

of plan assets 

    

asset ceiling

    

balance

Pension benefits

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Management (salaried and others)

 

(12 860)

 

14 617

 

 –

 

1 757

 

(13 750)

 

15 263

 

(2)

 

1 511

Occupational (formerly union represented)

 

(2 766)

 

4 602

 

(573)

 

1 263

 

(2 995)

 

4 704

 

(451)

 

1 258

Supplemental

 

(336)

 

 –

 

 –

 

(336)

 

(351)

 

 –

 

 –

 

(351)

Total

 

(15 962)

 

19 219

 

(573)

 

2 684

 

(17 096)

 

19 967

 

(453)

 

2 418

Post-retirement benefits

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Health (non-union represented)

 

(66)

 

 –

 

 –

 

(66)

 

(76)

 

 –

 

 –

 

(76)

Health (formerly union represented)

 

(972)

 

184

 

 –

 

(788)

 

(1 026)

 

264

 

 –

 

(762)

Group life (non-union represented)

 

(885)

 

149

 

 –

 

(736)

 

(929)

 

186

 

 –

 

(743)

Group life (formerly union represented)

 

(460)

 

64

 

 –

 

(396)

 

(486)

 

82

 

 –

 

(404)

Other

 

(1)

 

 –

 

 –

 

(1)

 

(1)

 

 –

 

 –

 

(1)

Total

 

(2 384)

 

397

 

 –

 

(1 987)

 

(2 518)

 

532

 

 –

 

(1 986)

Germany

The Group maintains two primary plans in Germany which cover the majority of active employees: the cash balance plan Beitragsorientierter Alterversorgungs Plan (BAP) for the Group’s former Nokia employees and a similar cash balance program (AVK Basis-/Matchingkonto) for the

169


Table of Contents

Group’s former Alcatel Lucent employees. Individual benefits are generally dependent on eligible compensation levels, ranking within the Group and years of service. These plans are partially funded defined benefit pension plans, the benefits being subject to a minimum return guaranteed by the Group. The funding vehicle for the BAP plan is the NSN Pension Trust e.V. The trust is legally separate from the Group and manage the plan assets in accordance with the respective trust agreements.

All other plans have been frozen or closed in prior years and replaced by the cash balance plans. Benefits are paid in annual installments, as monthly retirement pension, or as a lump sum on retirement in an amount equal to accrued pensions and guaranteed interest.

United Kingdom

The Group has two pension Trusts in the United Kingdom. Both trusts, legacy Nokia and legacy Alcatel-Lucent, have money purchase sections with Guaranteed Minimum Pension (GMP) underpin and final salary sections. All final salary sections are closed to future benefit accrual, the legacy Nokia plan closed on April 30, 2012 and the legacy Alcatel-Lucent plan on 30 April, 2018. Both Trusts manage all investments for their respective pension plans. Individual benefits for final salary sections are dependent on eligible compensation levels and years of service. For the money purchase sections with GMP underpin, individual benefits are dependent on the greater of the value of GMP at retirement date or the pension value resulting from the individual’s invested funds.

Impact on the consolidated financial statements

Movements in the defined benefit obligation, fair value of plan assets and the impact of the asset ceiling

The movements in the present value of the defined benefit obligation for the years ended December 31:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2018

 

2017

 

 

United States

 

United States

 

Other

 

 

 

United States

 

United States

 

Other

 

 

EURm

    

pension

    

Opeb

    

pension

    

Total

    

pension

    

Opeb

    

pension

    

Total

As of January 1

 

(17 096)

 

(2 518)

 

(5 883)

 

(25 497)

 

(19 784)

 

(3 061)

 

(5 818)

 

(28 663)

Current service cost

 

(70)

 

 –

 

(93)

 

(163)

 

(75)

 

 –

 

(105)

 

(180)

Interest expense

 

(540)

 

(79)

 

(106)

 

(725)

 

(652)

 

(98)

 

(112)

 

(862)

Past service cost and gains on curtailments

 

(44)

 

 –

 

(8)

 

(52)

 

(39)

 

(1)

 

43

 

 3

Settlements

 

 –

 

 –

 

(1)

 

(1)

 

13

 

 –

 

10

 

23

Total

 

(654)

 

(79)

 

(208)

 

(941)

 

(753)

 

(99)

 

(164)

 

(1 016)

Remeasurements:

 

 

 

 

 

 

 

  

 

  

 

  

 

  

 

  

Gain/(loss) from change in demographic assumptions

 

36

 

23

 

21

 

80

 

141

 

33

 

(38)

 

136

Gain/(loss) from change in financial assumptions

 

938

 

155

 

205

 

1 298

 

(747)

 

(141)

 

(148)

 

(1 036)

Experience gain/(loss)

 

56

 

(10)

 

33

 

79

 

60

 

204

 

 3

 

267

Total

 

1 030

 

168

 

259

 

1 457

 

(546)

 

96

 

(183)

 

(633)

Translation differences

 

(717)

 

(105)

 

15

 

(807)

 

2 422

 

370

 

123

 

2 915

Contributions from plan participants

 

 –

 

(115)

 

(23)

 

(138)

 

 –

 

(111)

 

(24)

 

(135)

Benefits paid

 

1 475

 

278

 

235

 

1 988

 

1 555

 

303

 

246

 

2 104

Other

 

 –

 

(13)

 

(4)

 

(16)

 

10

 

(16)

 

(63)

 

(69)

Total

 

758

 

45

 

223

 

1 026

 

3 987

 

546

 

282

 

4 815

As of December 31

 

(15 962)

 

(2 384)

 

(5 609)

 

(23 955)

 

(17 096)

 

(2 518)

 

(5 883)

 

(25 497)

Present value of obligations includes EUR 17 593 million (EUR 18 940 million in 2017) of wholly funded obligations, EUR 5 162 million (EUR 5 248 million in 2017) of partly funded obligations and EUR 1 200 million (EUR 1 310 million in 2017) of unfunded obligations.

170


Table of Contents

The movements in the fair value of plan assets for the years ended December 31:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2018

 

2017

 

 

United States

 

United States

 

Other

 

 

 

United States

 

United States

 

Other

 

 

EURm

    

pension

    

Opeb

    

pension

    

Total

    

pension

    

Opeb

    

pension

    

Total

As of January 1

 

19 967

 

532

 

5 036

 

25 535

 

22 301

 

579

 

4 890

 

27 770

Interest income

 

635

 

15

 

95

 

745

 

738

 

16

 

101

 

855

Administrative expenses and interest on asset ceiling

 

(17)

 

 –

 

(1)

 

(18)

 

(17)

 

 –

 

(1)

 

(18)

Settlements

 

 –

 

 –

 

(3)

 

(3)

 

(12)

 

 –

 

(11)

 

(23)

Total

 

618

 

15

 

91

 

724

 

709

 

16

 

89

 

814

Remeasurements:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Return on plan assets, excluding amounts included in interest income

 

(775)

 

(25)

 

(187)

 

(987)

 

1 369

 

37

 

183

 

1 589

Total

 

(775)

 

(25)

 

(187)

 

(987)

 

1 369

 

37

 

183

 

1 589

Translation differences

 

868

 

19

 

(21)

 

866

 

(2 725)

 

(71)

 

(111)

 

(2 907)

Contributions:

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

  

Employers

 

26

 

 6

 

65

 

97

 

28

 

 3

 

129

 

160

Plan participants

 

 –

 

115

 

23

 

138

 

 –

 

111

 

24

 

135

Benefits paid

 

(1 475)

 

(278)

 

(145)

 

(1 898)

 

(1 555)

 

(303)

 

(158)

 

(2 016)

Section 420 Transfer(1)

 

(13)

 

13

 

 –

 

 –

 

(160)

 

160

 

 –

 

 –

Other

 

 3

 

 –

 

 1

 

 4

 

 –

 

 –

 

(10)

 

(10)

Total

 

(591)

 

(125)

 

(77)

 

(793)

 

(4 412)

 

(100)

 

(126)

 

(4 638)

As of December 31

 

19 219

 

397

 

4 863

 

24 479

 

19 967

 

532

 

5 036

 

25 535

(1)

Section 420 Transfer. Refer to ‘Future Cash Flow’ section below.

The movements in the funded status for the years ended December 31:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2018

 

2017

 

 

United States 

 

United States

 

Other

 

 

 

United States

 

United States

 

Other

 

 

EURm

    

pension

    

Opeb

    

pension

    

Total

    

pension

    

Opeb

    

pension

    

Total

As of January 1

 

2 871

 

(1 986)

 

(847)

 

38

 

2 517

 

(2 482)

 

(928)

 

(893)

Current service cost

 

(70)

 

 –

 

(93)

 

(163)

 

(75)

 

 –

 

(105)

 

(180)

Interest income/(expense)

 

78

 

(64)

 

(12)

 

 2

 

69

 

(82)

 

(12)

 

(25)

Past service cost and gains on curtailments

 

(44)

 

 –

 

(8)

 

(52)

 

(39)

 

(1)

 

43

 

 3

Settlements

 

 –

 

 –

 

(4)

 

(4)

 

 1

 

 –

 

(1)

 

 –

Total

 

(36)

 

(64)

 

(117)

 

(217)

 

(44)

 

(83)

 

(75)

 

(202)

Remeasurements:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Return on plan assets, excluding amounts included in interest income

 

(775)

 

(25)

 

(187)

 

(987)

 

1 369

 

37

 

183

 

1 589

Gain/(loss) from change in demographic assumptions

 

36

 

23

 

21

 

80

 

141

 

33

 

(38)

 

136

Gain/(loss) from change in financial assumptions

 

938

 

155

 

205

 

1 298

 

(747)

 

(141)

 

(148)

 

(1 036)

Experience gain/(loss)

 

56

 

(10)

 

33

 

79

 

60

 

204

 

 3

 

267

Total

 

255

 

143

 

72

 

470

 

823

 

133

 

 –

 

956

Translation differences

 

151

 

(86)

 

(6)

 

59

 

(303)

 

299

 

12

 

 8

Employer contributions

 

26

 

 6

 

65

 

97

 

28

 

 3

 

129

 

160

Benefits paid

 

 –

 

 –

 

90

 

90

 

 –

 

 –

 

88

 

88

Section 420 Transfer(1)

 

(13)

 

13

 

 –

 

 –

 

(160)

 

160

 

 –

 

 –

Other

 

 3

 

(13)

 

(3)

 

(13)

 

10

 

(16)

 

(73)

 

(79)

Total

 

167

 

(80)

 

146

 

233

 

(425)

 

446

 

156

 

177

As of December 31

 

3 257

 

(1 987)

 

(746)

 

524

 

2 871

 

(1 986)

 

(847)

 

38

(1)Section 420 Transfer. Refer to ‘Future Cash Flow’ section below.

171


Table of Contents

The movements in the impact of the asset ceiling limitation for the years ended December 31:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2018

 

2017

 

 

United States

 

United States

 

Other

 

 

 

United States

 

United States

 

Other

 

 

EURm

    

pension

    

Opeb

    

pension

    

Total

    

pension

    

Opeb

    

pension

    

Total

As of January 1 

 

(453)

 

 –

 

(46)

 

(499)

 

(265)

 

 –

 

(40)

 

(305)

Interest expense

 

(16)

 

 –

 

(1)

 

(17)

 

(11)

 

 –

 

(1)

 

(12)

Remeasurements:

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

  

Change in asset ceiling, excluding amounts included in interest expense

 

(76)

 

 –

 

(6)

 

(82)

 

(224)

 

 –

 

(9)

 

(233)

Translation differences

 

(28)

 

 –

 

(1)

 

(29)

 

47

 

 –

 

 4

 

51

As of December 31

 

(573)

 

 –

 

(54)

 

(627)

 

(453)

 

 –

 

(46)

 

(499)

Net balances as of December 31:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2018

 

2017

 

 

United States

 

United States

 

Other

 

 

 

United States

 

United States

 

Other

 

 

EURm

    

pension

    

Opeb

    

pension

    

Total

    

pension

    

Opeb

    

pension

    

Total

As of December 31

 

2 684

 

(1 987)

 

(800)

 

(103)

 

2 418

 

(1 986)

 

(893)

 

(461)

Asset ceiling limitation

IAS19, Employee benefits, limits the amount of pension fund surplus that an entity may recognize to the amount of economic benefit that the entity can realize, either through refunds or as reductions in future contributions. The most significant limitation of asset recognition for the Group is from the overfunded US formerly represented pension plan. Under IAS 19 and current plan terms, the surplus is treated as belonging to the plans and its participants and cannot be refunded to the sponsoring employer. The surplus is therefore not recognized by the Group as a recoverable pension asset. However, Section 420 of the US tax code (described in the Future Cash Flows section) allows for some portion of the surplus assets to be used to cover some portion of the opeb liabilities. This increases the amount of the asset surplus that is recognizable in the US prepaid pension assets. All other countries where asset ceiling limits apply are not considered material.  The Group recognized an asset ceiling limitation in the amount of EUR 627 million (EUR 499 million in 2017).

Recognized in the income statement

Recognized in personnel expenses in the consolidated income statement for the years ended December 31:

 

 

 

 

 

 

 

EURm

    

2018

    

2017

    

2016

Current service cost(1)

 

163

 

180

 

155

Past service cost and gains on curtailments(2)

 

52

 

(3)

 

 2

Interest expense(3)

 

15

 

37

 

65

Settlements(2)

 

 4

 

 –

 

 –

Total

 

234

 

214

 

222

Of which relates to:

 

  

 

  

 

  

United States pensions

 

52

 

55

 

32

United States Opeb

 

64

 

83

 

92

Other pensions

 

118

 

76

 

98

(1)Included in operating expenses within the consolidated income statement.

(2)Included in other operating income and expense within the consolidated income statement.

(3)Included in financial income and expense within the consolidated income statement.

Recognized in other comprehensive income

Recognized in other comprehensive income for the years ended December 31:

 

 

 

 

 

 

 

EURm

    

2018

    

2017

    

2016

Return on plan assets, excluding amounts included in interest income

 

(987)

 

1 589

 

1 340

Gain from change in demographic assumptions

 

80

 

136

 

81

Gain/(loss) from change in financial assumptions

 

1 298

 

(1 036)

 

(954)

Experience gain

 

79

 

267

 

358

Change in asset ceiling, excluding amounts included in interest expense

 

(82)

 

(233)

 

(259)

Total

 

388

 

723

 

566

Of which relates to:

 

  

 

  

 

  

United States pensions

 

179

 

599

 

701

United States Opeb

 

143

 

133

 

166

Other pensions

 

66

 

(9)

 

(301)

172


Table of Contents

Actuarial assumptions and sensitivity analysis

Actuarial assumptions – Global View

Assumptions regarding future mortality are set based on actuarial advice in accordance with published statistics and experience in each country.

The discount rates and mortality tables used for the significant plans:

 

 

 

 

 

 

 

 

    

2018

    

2017

    

2018

 

 

Discount rate %

 

Mortality table

United States

 

3.9

 

3.3

 

RP–2014 w/MP–2018 mortality projection scale

Germany

 

1.6

 

1.3

 

Heubeck 2018G

United Kingdom(1)

 

2.7

 

2.5

 

S2PA Light

Total weighted average for all countries

 

3.5

 

2.9

 

  

(1)

Tables are adjusted with 1.5% long-term rate of improvement.

The principal actuarial weighted average assumptions used for determining the defined benefit obligation:

 

 

 

 

 

%

    

2018

    

2017

Discount rate for determining present values

 

3.5

 

2.9

Annual rate of increase in future compensation levels

 

1.9

 

1.9

Pension growth rate

 

0.4

 

0.4

Inflation rate

 

2.1

 

2.1

Weighted average duration of defined benefit obligations

 

11 yrs

 

11 yrs

Actuarial assumptions – United States

Actuarial assumptions used for determining the defined benefit obligation:

 

 

 

 

 

%

    

2018

    

2017

Benefit obligation, discount rate

 

  

 

  

Pension

 

3.9

 

3.3

Post-retirement healthcare and other

 

3.7

 

3.1

Post–retirement group life

 

4.0

 

3.4

Annual rate of increase in future compensation levels

 

2.05

 

2.06

Assumed healthcare cost trend rates

 

 

 

 

Healthcare costs trend rate assumed for next year

 

6.3

 

11.5

Healthcare cost trend rate assumed for next year (excluding post-retirement dental benefits)

 

6.4

 

11.8

Terminal growth rate

 

4.9

 

4.9

Year that the rate reaches the terminal growth value

 

2028

 

2028

Sensitivity analysis – Global View

When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions, the present value of the defined benefit obligation is calculated using the projected unit credit method. The sensitivity analyses are based on a change in an assumption while holding all other assumptions constant and may not be representative of the actual impact of changes. If more than one assumption is changed simultaneously, the combined impact of changes would not necessarily be the same as the sum of the individual changes. If the assumptions change to a different level compared with that presented, the effect on the defined benefit obligation may not be linear. Increases and decreases in the principal assumptions which are used in determining the defined benefit obligation, do not have a symmetrical effect on the defined benefit obligation primarily due to the compound interest effect created when determining the net present value of the future benefit.

The sensitivity of the defined benefit obligation to changes in the principal assumptions:

 

 

 

 

 

 

 

 

 

 

 

Increase in assumption(1)

 

Decrease in assumption(1)

 

    

Change in assumption

    

EURm

    

EURm

Discount rate for determining present values

 

1.0

%  

2 154

 

(2 593)

Annual rate of increase in future compensation levels

 

1.0

%  

(116)

 

100

Pension growth rate

 

1.0

%  

(494)

 

430

Inflation rate

 

1.0

%  

(454)

 

367

Healthcare cost trend rate

 

1.0

%  

(41)

 

34

Life expectancy

 

 1

year

(882)

 

829

(1)

Positive movement indicates a reduction in the defined benefit obligation, fair value of plan assets and the impact of the asset ceiling

The movementsobligation; a negative movement indicates an increase in the present value of the defined benefit obligation for the years ended December 31:obligation.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2017

 

2016

 

 

United States

 

United States

 

Other

 

 

 

United States

 

United States

 

Other

 

 

EURm

    

pension

    

Opeb

    

pension

    

Total

    

pension

    

Opeb

    

pension

    

Total

As of January 1

 

(19 784)

 

(3 061)

 

(5 818)

 

(28 663)

 

(58)

 

 –

 

(1 782)

 

(1 840)

Current service cost

 

(75)

 

 –

 

(105)

 

(180)

 

(63)

 

 –

 

(92)

 

(155)

Interest expense

 

(652)

 

(98)

 

(112)

 

(862)

 

(711)

 

(111)

 

(150)

 

(972)

Past service cost and gains on curtailments

 

(39)

 

(1)

 

43

 

 3

 

(13)

 

 –

 

11

 

(2)

Settlements

 

13

 

 –

 

10

 

23

 

 5

 

 –

 

 6

 

11

Total

 

(753)

 

(99)

 

(164)

 

(1 016)

 

(782)

 

(111)

 

(225)

 

(1 118)

Remeasurements:

 

 

 

 

 

 

 

  

 

  

 

  

 

  

 

  

Gain/(loss) from change in demographic assumptions

 

141

 

33

 

(38)

 

136

 

79

 

15

 

(13)

 

81

Loss from change in financial assumptions

 

(747)

 

(141)

 

(148)

 

(1 036)

 

(301)

 

(60)

 

(593)

 

(954)

Experience gain/(loss)

 

60

 

204

 

 3

 

267

 

227

 

205

 

(74)

 

358

Total(1)

 

(546)

 

96

 

(183)

 

(633)

 

 5

 

160

 

(680)

 

(515)

Translation differences(1)

 

2 422

 

370

 

123

 

2 915

 

(615)

 

(91)

 

166

 

(540)

Contributions from plan participants

 

 –

 

(111)

 

(24)

 

(135)

 

 –

 

(124)

 

(20)

 

(144)

Benefit payments from plans

 

1 555

 

303

 

246

 

2 104

 

1 595

 

366

 

243

 

2 204

Acquisitions through business combinations

 

 –

 

 –

 

 –

 

 –

 

(19 919)

 

(3 243)

 

(3 431)

 

(26 593)

Other

 

10

 

(16)

 

(63)

 

(69)

 

(10)

 

(18)

 

(89)

 

(117)

Total

 

3 987

 

546

 

282

 

4 815

 

(18 949)

 

(3 110)

 

(3 131)

 

(25 190)

As of December 31

 

(17 096)

 

(2 518)

 

(5 883)

 

(25 497)

 

(19 784)

 

(3 061)

 

(5 818)

 

(28 663)

(1)

Includes CTA due to translation differences.

173

178


Table of Contents

The movements in the fair value of plan assets for the years ended December 31:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2017

 

2016

 

 

United States

 

United States

 

Other

 

 

 

United States

 

United States

 

Other

 

 

EURm

    

pension

    

Opeb

    

pension

    

Total

    

pension

    

Opeb

    

pension

    

Total

As of January 1

 

22 301

 

579

 

4 890

 

27 770

 

57

 

 –

 

1 394

 

1 451

Interest income

 

738

 

16

 

101

 

855

 

774

 

18

 

135

 

927

Administrative expenses and interest on asset ceiling

 

(17)

 

 –

 

(1)

 

(18)

 

(19)

 

 –

 

(1)

 

(20)

Settlements

 

(12)

 

 –

 

(11)

 

(23)

 

(5)

 

 –

 

(6)

 

(11)

Total

 

709

 

16

 

89

 

814

 

750

 

18

 

128

 

896

Remeasurements:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Return on plan assets, excluding amounts included in interest income

 

1 369

 

37

 

183

 

1 589

 

947

 

 6

 

387

 

1 340

Total

 

1 369

 

37

 

183

 

1 589

 

947

 

 6

 

387

 

1 340

Translation differences

 

(2 725)

 

(71)

 

(111)

 

(2 907)

 

709

 

16

 

(207)

 

518

Contributions:

 

 

 

 

 

 

 

  

 

  

 

  

 

  

 

  

Employers

 

28

 

 3

 

129

 

160

 

32

 

10

 

74

 

116

Plan participants

 

 –

 

111

 

24

 

135

 

 –

 

124

 

20

 

144

Benefit payments from plans

 

(1 555)

 

(303)

 

(158)

 

(2 016)

 

(1 595)

 

(366)

 

(164)

 

(2 125)

Acquisitions through business combinations

 

 –

 

 –

 

 –

 

 –

 

21 571

 

599

 

3 182

 

25 352

Section 420 Transfer(1)

 

(160)

 

160

 

 –

 

 –

 

(172)

 

172

 

 –

 

 –

Other

 

 –

 

 –

 

(10)

 

(10)

 

 2

 

 –

 

76

 

78

Total

 

(4 412)

 

(100)

 

(126)

 

(4 638)

 

20 547

 

555

 

2 981

 

24 083

As of December 31

 

19 967

 

532

 

5 036

 

25 535

 

22 301

 

579

 

4 890

 

27 770


(1)

Section 420 Transfer. Refer to ‘Future Cash Flow’ section below.

The movements in the funded status for the years ended December 31:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2017

 

2016

 

 

United States 

 

United States

 

Other

 

 

 

United States

 

United States

 

Other

 

 

EURm

    

pension

    

Opeb

    

pension

    

Total

    

pension

    

Opeb

    

pension

    

Total

As of January 1

 

2 517

 

(2 482)

 

(928)

 

(893)

 

(1)

 

 –

 

(388)

 

(389)

Current service cost

 

(75)

 

 –

 

(105)

 

(180)

 

(63)

 

 –

 

(92)

 

(155)

Interest income/(expense)

 

69

 

(82)

 

(12)

 

(25)

 

44

 

(93)

 

(16)

 

(65)

Past service cost and gains on curtailments

 

(39)

 

(1)

 

43

 

 3

 

(13)

 

 –

 

11

 

(2)

Settlements

 

 1

 

 –

 

(1)

 

 –

 

 –

 

 –

 

 –

 

 –

Total

 

(44)

 

(83)

 

(75)

 

(202)

 

(32)

 

(93)

 

(97)

 

(222)

Remeasurements:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Return on plan assets, excluding amounts included in interest income

 

1 369

 

37

 

183

 

1 589

 

947

 

 6

 

387

 

1 340

Gain/(loss) from change in demographic assumptions

 

141

 

33

 

(38)

 

136

 

79

 

15

 

(13)

 

81

Loss from change in financial assumptions

 

(747)

 

(141)

 

(148)

 

(1 036)

 

(301)

 

(60)

 

(593)

 

(954)

Experience gain/(loss)

 

60

 

204

 

 3

 

267

 

227

 

205

 

(74)

 

358

Total (1)

 

823

 

133

 

 –

 

956

 

952

 

166

 

(293)

 

825

Translation differences(1)

 

(303)

 

299

 

12

 

 8

 

94

 

(75)

 

(41)

 

(22)

Employer contributions

 

28

 

 3

 

129

 

160

 

32

 

10

 

74

 

116

Benefit payments from plans

 

 –

 

 –

 

88

 

88

 

 –

 

 –

 

79

 

79

Acquisitions through business combinations

 

 –

 

 –

 

 –

 

 –

 

1 652

 

(2 644)

 

(249)

 

(1 241)

Section 420 Transfer(2)

 

(160)

 

160

 

 –

 

 –

 

(172)

 

172

 

 –

 

 –

Other

 

10

 

(16)

 

(73)

 

(79)

 

(8)

 

(18)

 

(13)

 

(39)

Total

 

(425)

 

446

 

156

 

177

 

1 598

 

(2 555)

 

(150)

 

(1 107)

As of December 31

 

2 871

 

(1 986)

 

(847)

 

38

 

2 517

 

(2 482)

 

(928)

 

(893)

(1)

Includes CTA due to translation differences.

(2)

Section 420 Transfer. Refer to ‘Future Cash Flow’ section below.

Investment strategies

The overall pension investment objective of the Group is to preserve or enhance the pension plans’ funded status through the implementation of an investment strategy that maximizes return within the context of minimizing surplus risk. In formulating the asset allocation for the Plans, multiple factors are considered, including, but not limited to the long-term risk and return expectations for a variety of asset classes as well as current and multi-year projections of the pension plans’ demographics, benefit payments, contributions and funded status. Local trustee boards are responsible for conducting asset liability studies, when appropriate; overseeing the investment of plan assets; and monitoring and managing associated risks under company oversight and in accordance with local law. The results of the Asset-Liability framework are implemented on a plan level.

The Group’s pension investment managers may use derivative financial instruments including futures contracts, forward contracts, options and interest rate swaps to manage market risk. The performance and risk profile of investments is regularly monitored on a stand-alone basis as well as in the broader portfolio context. One risk is a decline in the plan’s funded status as a result of the adverse performance of plan assets and/or defined benefit obligations. The application of the Asset-Liability Model study focuses on minimizing such risks.

Disaggregation of plan assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2018

 

2017

EURm

    

Quoted 

    

Unquoted

    

Total

    

%

    

Quoted 

    

Unquoted

    

Total

    

%

Equity securities

 

1 735

 

23

 

1 758

 

 7

 

1 857

 

 1

 

1 858

 

 7

Fixed income securities

 

17 195

 

203

 

17 398

 

71

 

17 810

 

44

 

17 854

 

70

Insurance contracts

 

 –

 

901

 

901

 

 4

 

 –

 

1 013

 

1 013

 

 4

Real estate

 

 –

 

1 332

 

1 332

 

 5

 

 –

 

1 350

 

1 350

 

 5

Short-term investments

 

515

 

40

 

555

 

 2

 

709

 

14

 

723

 

 3

Private equity and other

 

114

 

2 421

 

2 535

 

11

 

 –

 

2 737

 

2 737

 

11

Total

 

19 559

 

4 920

 

24 479

 

100

 

20 376

 

5 159

 

25 535

 

100

Most short-term investments including cash, equities and fixed-income securities have quoted market prices in active markets. Equity securities represent investments in equity funds and direct investments, which have quoted market prices in an active market. Debt securities represent investments in government and corporate bonds, as well as investments in bond funds, which have quoted market prices in an active market. Debt securities may also comprise investments in funds and direct investments. Insurance contracts are customary pension insurance contracts structured under domestic law in the respective countries. Real estate investments are investments in commercial properties or real estate funds which invest in a diverse range of real estate properties. Short-term investments are liquid assets or cash which are being held for a short period of time, with the primary purpose of controlling the tactical asset allocation. Other includes commodities as well as alternative investments, including derivative financial instruments.

United States plan

United States plan asset target and actual allocation range of the pension and opeb trust by asset category as of December 31, 2018:

 

 

 

 

 

 

 

 

 

 

    

Pension target

 

Percentage of

    

Post-retirement

    

Percentage of post-

%

    

allocation range

    

plan assets

    

target allocation

    

employment plan assets

Equity securities

 

5 - 9

 

 4

 

46

 

46

Fixed income securities

 

67 - 89

 

78

 

17

 

17

Real estate

 

4 - 8

 

 6

 

 –

 

 –

Short-term investments

 

 –

 

 –

 

37

 

37

Private equity and other

 

6 - 13

 

12

 

 –

 

 –

Total

 

  

 

100

 

100

 

100

The majority of the Group’s United States pension plan assets are held in a master pension trust. The opeb plan assets are held in two separate trusts.  The Pension & Benefits Investment Committee formally approves the target allocation ranges every few years on the completion of the asset-liability study by external advisors and internal investment management. The overall United States pension plan asset portfolio reflects a balance of investments split of approximately 22/78 between equity, including alternative investments for this purpose, and fixed income securities.

United States pension plan assets included EUR 0.2 million of Nokia ordinary shares and EUR 0.5 million of Nokia bonds as of December 31, 2018 (EUR 0.15 million of Nokia ordinary shares and EUR 0.5 million of Nokia bonds in 2017).

179


Table of Contents

The movements in the impact of the asset ceiling limitation for the years ended December 31:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2017

 

2016

 

 

United States

 

United States

 

Other

 

 

 

United States

 

United States

 

Other

 

 

EURm

    

pension

    

Opeb

    

pension

    

Total

    

pension

    

Opeb

    

pension

    

Total

As of January 1 

 

(265)

 

 –

 

(40)

 

(305)

 

 –

 

 –

 

(9)

 

(9)

Interest expense

 

(11)

 

 –

 

(1)

 

(12)

 

(1)

 

 –

 

(1)

 

(2)

Remeasurements:

 

 

 

 

 

 

 

  

 

  

 

  

 

  

 

  

Change in asset ceiling, excluding amounts included in interest expense

 

(224)

 

 –

 

(9)

 

(233)

 

(251)

 

 –

 

(7)

 

(258)

Acquisitions through business combinations

 

 –

 

 –

 

 –

 

 –

 

 –

 

 –

 

(22)

 

(22)

Translation differences

 

47

 

 –

 

 4

 

51

 

(13)

 

 –

 

(1)

 

(14)

As of December 31

 

(453)

 

 –

 

(46)

 

(499)

 

(265)

 

 –

 

(40)

 

(305)

Net balances as of December 31:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2017

 

2016

 

 

United States

 

United States

 

Other

 

 

 

United States

 

United States

 

Other

 

 

EURm

    

pension

    

Opeb

    

pension

    

Total

    

pension

    

Opeb

    

pension

    

Total

As of December 31

 

2 418

 

(1 986)

 

(893)

 

(461)

 

2 252

 

(2 482)

 

(968)

 

(1 198)

Present value of obligations includes EUR 18 940 million (EUR 21 271 million in 2016) of wholly funded obligations, EUR 5 248 million (EUR 6 122 million in 2016) of partly funded obligations and EUR 1 310 million (EUR 1 270 million in 2016) of unfunded obligations.

Recognized in the income statement

Recognized in personnel expenses in the consolidated income statement for the years ended December 31:

 

 

 

 

 

 

 

EURm

    

2017

    

2016

    

2015

Current service cost

 

180

 

155

 

46

Past service cost and gains on curtailments

 

(3)

 

 2

 

(5)

Interest expense

 

37

 

65

 

 9

Other

 

 –

 

 –

 

 1

Total

 

214

 

222

 

51

Of which relates to:

 

  

 

  

 

  

United States pensions

 

55

 

32

 

 1

United States Opeb

 

83

 

92

 

 –

Other pensions

 

76

 

98

 

50

Recognized in comprehensive income

Recognized in other comprehensive income for the years ended December 31:

 

 

 

 

 

 

 

EURm

    

2017

    

2016

    

2015

Return on plan assets, excluding amounts included in interest income

 

1 589

 

1 340

 

 2

Gain from change in demographic assumptions

 

136

 

81

 

 –

(Loss)/gain from change in financial assumptions

 

(1 036)

 

(954)

 

114

Experience gain

 

267

 

358

 

 –

Change in asset ceiling, excluding amounts included in interest expense

 

(233)

 

(259)

 

(6)

Total

 

723

 

566

 

110

Of which relates to:

 

  

 

  

 

  

United States pensions

 

599

 

701

 

 –

United States Opeb

 

133

 

166

 

 –

Other pensions

 

(9)

 

(301)

 

110

180


Table of Contents

Actuarial assumptions and sensitivity analysis

Actuarial assumptions

Assumptions regarding future mortality are set based on actuarial advice in accordance with published statistics and experience in each country.

The discount rates and mortality tables used for the significant plans:

 

 

 

 

 

 

 

 

    

2017

    

2016

    

2017

 

 

Discount rate %

 

Mortality table

United States

 

3.3

 

3.7

 

RP–2014 w/MP–2017 mortality projection scale

Germany

 

1.3

 

1.6

 

Heubeck 2005G

United Kingdom(1)

 

2.5

 

2.7

 

S2PA Light

Total weighted average for all countries

 

2.9

 

3.3

 

  

174

(1)

Tables are adjusted with 1.5% long-term rate of improvement.

The principal actuarial weighted average assumptions used for determining the defined benefit obligation:

 

 

 

 

 

%

    

2017

    

2016

Discount rate for determining present values

 

2.9

 

3.3

Annual rate of increase in future compensation levels

 

1.9

 

1.9

Pension growth rate

 

0.4

 

0.3

Inflation rate

 

2.1

 

2.0

Weighted average duration of defined benefit obligations

 

11 yrs

 

11 yrs

United States defined benefit plans

Actuarial assumptions used for determining the defined benefit obligation:

 

 

 

 

 

%

    

2017

    

2016

Benefit obligation, discount rate

 

  

 

  

Pension

 

3.3

 

3.7

Post-retirement healthcare and other

 

3.1

 

3.4

Post–retirement group life

 

3.4

 

3.8

Annual rate of increase in future compensation levels

 

2.06

 

2.08

Assumed healthcare cost trend rates

 

 

 

  

Healthcare costs trend rate assumed for next year

 

11.5

 

7.5

Healthcare cost trend rate assumed for next year (excluding post-retirement dental benefits)

 

11.8

 

7.7

Terminal growth rate

 

4.9

 

4.9

Year that the rate reaches the terminal growth value

 

2028

 

2028

Sensitivity analysis

The sensitivity of the defined benefit obligation to changes in the principal assumptions:

 

 

 

 

 

 

 

 

 

 

 

Increase in assumption(1)

 

Decrease in assumption(1)

 

    

Change in assumption

    

EURm

    

EURm

Discount rate for determining present values

 

1.0

%  

2 441

 

(2 961)

Annual rate of increase in future compensation levels

 

1.0

%  

(117)

 

103

Pension growth rate

 

1.0

%  

(557)

 

468

Inflation rate

 

1.0

%  

(533)

 

437

Healthcare cost trend rate

 

1.0

%  

(47)

 

43

Life expectancy

 

 1

year

(899)

 

846

(1)

Positive movement indicates a reduction in the defined benefit obligation; a negative movement indicates an increase in the defined benefit obligation. 

The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant and may not be representative of the actual impact of changes. If more than one assumption is changed simultaneously, the combined impact of changes would not necessarily be the same as the sum of the individual changes. If the assumptions change to a different level compared with


Table of Contents

Significant events in 2018

Plan amendments

UK GMP equalization

UK high court has ruled that presented above, the effect on the trustees of UK defined benefit pension schemes must compensate members for gender based differences attributable to guaranteed minimum pensions (GMPs). Implementation of this ruling resulted in an expense of EUR 3 million, recognized as past service costs in the consolidated income statement.

Germany Transition Payments ruling

German Federal Labor Court has ruled that employees that leave Nokia prior to retirement are also eligible to the transition payments benefit.  Implementation of this ruling resulted in an expense of EUR 15 million, recognized as past service costs in the consolidated income statement.

Germany Mortality Table update

Heubeck AG published an update to the 2005 mortality table, Heubeck Richttafeln RT 2018 G. The update results in an increase of the liability in Germany and resulted in an actuarial loss due to changes in demographic assumptions of EUR 27 million, recognized as pension remeasurement in the consolidated statement of comprehensive income.

India Legislation update for Gratuity Plan

The Indian Government has passed a new bill doubling the tax exemption gratuity limit. Implementation of this increased gratuity has resulted in an expense of EUR 4 million, recognized as past service costs in the consolidated income statement.

Curtailments

In 2018, the Group recognized curtailments in a number of countries. In the United States, restructuring activities resulted in a loss on curtailment of EUR 44 million driven by severance-related pension benefit enhancement. Curtailments were recognized as past service costs in the consolidated income statement.

Future cash flows

Contributions

Group contributions to the pension and other post-retirement benefit plans are made to facilitate future benefit payments to plan participants. The funding policy is to meet minimum funding requirements as set forth in the employee benefit and tax laws, as well as any such additional amounts as the Group may determine appropriate. Total contributions expected to be paid in 2019 total EUR 91 million.

United States pension plans

Funding methods

Funding requirements for the three United States qualified defined benefit pension plans are determined by the applicable statutes, namely the Employee Retirement Income Security Act of 1974 (ERISA), the Internal Revenue Code of 1986, and regulations issued by the Internal Revenue Service (IRS).

In determining funding requirements, ERISA allows assets to be either market value or an average value over a period of time; and liabilities to be based on spot interest rates or average interest rates over a period of time. A preliminary assessment indicates that no funding is required for the non-represented and represented pension plans until, at least 2019. For the formerly represented pension plan, the Group does not foresee any future funding requirement for regulatory funding purposes, given the plan’s asset allocation and the level of assets compared to liabilities.

Healthcare benefits for both management and formerly union represented retirees’ benefits are capped for those who retired after February 28, 1990. The benefit obligation associated with this group of retirees is approximately 56% of the total United States retiree healthcare obligation may not be linear. The methods and types of assumptions used in preparing the sensitivity analyses are the same as in the previous period.

When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions, the present value of the defined benefit obligation is calculated with the projected unit credit method. Increases and decreases in the discount rate, rate of increase in future compensation levels, pension growth rate and inflation, which are used in determining the defined benefit obligation, do not have a symmetrical effect on the defined benefit obligation primarily due to the compound interest effect created when determining the net present value of the future benefit.

181


Table of Contents

Investment strategies

The overall investment objective of the Group is to preserve or enhance the pension plans’ funded status through the implementation of an investment strategy that maximizes return within the context of minimizing surplus risk. In formulating the asset allocation for the Plans, multiple factors are considered, including, but not limited to the long-term risk and return expectations for a variety of asset classes as well as current and multi-year projections of the pension plans’ demographics, benefit payments, contributions and funded status. Local trustee boards are responsible for conducting asset liability studies, when appropriate; overseeing the investment of plan assets; and monitoring and managing associated risks under company oversight and in accordance with local law. The results of the Asset-Liability framework are implemented on a plan level.

The Group’s investment managers may use derivative financial instruments including futures contracts, forward contracts, options and interest rate swaps to manage market risk. The performance and risk profile of investments is regularly monitored on a stand-alone basis as well as in the broader portfolio context. One risk is a decline in the plan’s funded status as a result of the adverse performance of plan assets and/or defined benefit obligations. The application of the Asset-Liability Model study focuses on minimizing such risks.

Disaggregation of plan assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2017

 

2016

EURm

    

Quoted 

    

Unquoted

    

Total

    

%

    

Quoted 

    

Unquoted

    

Total

    

%

Equity securities

 

1 857

 

 1

 

1 858

 

 7

 

2 777

 

 –

 

2 777

 

10

Debt securities

 

17 810

 

44

 

17 854

 

70

 

18 329

 

 –

 

18 329

 

66

Insurance contracts

 

 –

 

1 013

 

1 013

 

 4

 

 –

 

833

 

833

 

 3

Real estate

 

 –

 

1 350

 

1 350

 

 5

 

 –

 

1 389

 

1 389

 

 5

Short-term investments

 

709

 

14

 

723

 

 3

 

1 110

 

 –

 

1 110

 

 4

Other

 

 –

 

2 737

 

2 737

 

11

 

 –

 

3 332

 

3 332

 

12

Total

 

20 376

 

5 159

 

25 535

 

100

 

22 216

 

5 554

 

27 770

 

100

Most short-term investments including cash, equities and fixed-income securities have quoted market prices in active markets. Equity securities represent investments in equity funds and direct investments, which have quoted market prices in an active market. Debt securities represent investments in government and corporate bonds, as well as investments in bond funds, which have quoted market prices in an active market. Debt securities may also comprise investments in funds and direct investments. Insurance contracts are customary pension insurance contracts structured under domestic law in the respective countries. Real estate investments are investments in commercial properties or real estate funds which invest in a diverse range of real estate properties. Short-term investments are liquid assets or cash which are being held for a short period of time, with the primary purpose of controlling the tactical asset allocation. Other includes commodities as well as alternative investments, including derivative financial instruments.

United States plan

United States plan asset target and actual allocation range of the pension and post-retirement trust by asset category as of December 31, 2017:

 

 

 

 

 

 

 

 

 

 

    

Pension target

 

Percentage of

    

Post-retirement

    

Percentage of post-

%

    

allocation range

    

plan assets

    

target allocation

    

employment plan assets

Equity securities

 

5-9

 

 6

 

44

 

44

Fixed income securities

 

68-88

 

78

 

15

 

15

Real estate

 

4-8

 

 6

 

 –

 

 –

Private equity and other

 

6-13

 

10

 

 –

 

 –

Cash

 

 –

 

 –

 

41

 

41

Total

 

  

 

100

 

100

 

100

The majority of the Group’s United States pension plan assets are held in a master pension trust. The post-retirement plan assets are held in two separate trusts in addition to the amount set aside in the master pension trust for retiree healthcare. The Pension & Benefits Investment Committee formally approves the target allocation ranges every few years on the completion of the Asset-Liability Model study by external advisors and internal investment management. The overall United States pension plan asset portfolio reflects a balance of investments split of approximately 22/78 between equity, including alternative investments for this purpose, and fixed income securities.

United States pension plan assets included EUR 0.15 million of Nokia ordinary shares and EUR 0.5 million of Nokia bonds as of December 31, 2017 (EUR 15 million of Nokia bonds in 2016).

Asset ceiling limitation

IAS19, Employee benefits, limits the amount of pension fund surplus that an entity may recognize to the amount of economic benefit that the entity can realize, either through refunds, or as reductions in future contributions. The Group recognized an asset ceiling limitation in 2017 in the amount of EUR 499 million, reducing the total gross asset value from EUR 25 535 million to the recognized value of EUR 25 036 million.

The most significant limitation of asset recognition for the Group is from the United States formerly represented pension plan. For the plans in the United States, the surplus is owned by the plan and therefore cannot be recognized by the Group as a recoverable pension asset. However, Section 420 of the Internal Revenue code (“Section 420”) allows for the transfer of pension assets in excess of specified thresholds (“excess pension assets”) over the plan’s funding obligation to be used to fund healthcare benefits and life insurance coverage (Opeb) of retired employees entitled to pension benefits under the plan. Section 420 requires employers making such transfers to continue to provide healthcare benefits or life insurance coverage to those retirees for a certain period of time (“cost maintenance period”), at levels prescribed by regulations.

For retirees who were represented by the CWA and IBEW, the Group expects to fund the current retiree healthcare and group life insurance obligations with Section 420 transfers from the United States formerly represented pension plan’s pension surplus. This is considered as a refund from the pension plan when setting the asset ceiling.

182


Table of Contents

Annual valuation of funded status of the pension plans in the United States has established that the ability to utilize the Section 420 transfer of excess assets is limited to the United States formerly represented pension plan. Based on a calculated valuation of related Opeb liabilities to which the asset transfer is applicable, EUR 1 265 million asset may be recognized. This results in an asset ceiling limitation reducing the total funding surplus of this plan by EUR 451 million from a funded status of EUR 1 716 million to EUR 1 265 million as of December 31, 2017.

Significant events in 2017

Plan amendments

United States Special Voluntary Termination Program (“SVTP”) benefits offered to certain eligible participants

Effective January 1, 2017, the Group amended the represented pension plan to reflect additional offers under the SVTP to provide for enhanced benefits to certain eligible employees. The SVTP benefits resulted in an expense of EUR 14 million, recognized as past service costs in the consolidated income statement.

French AUXAD pension plan amendment

AUXAD is a French supplemental pension plan for the portion of income that exceeds eight times the annual French social security pension limit, beyond which there is no legal or contractual pension scheme. In 2017, the Group amended this plan to close the plan to future accruals from January 1, 2018. This change resulted in a gain of EUR 12 million, recognized as income related to past service in the consolidated income statement.

Curtailments

In 2017, the Group recognized curtailments in a number of countries following continued integration efforts to achieve cost savings. In France, restructuring activities resulted in a gain on curtailment of EUR 23 million following the release of liabilities. In the United States, restructuring activities resulted in a loss on curtailment of EUR 24 million driven by severance-related pension benefit enhancement.

Future cash flows

Contributions

Group contributions to the pension and other post-retirement benefit plans are made to facilitate future benefit payments to plan participants. The funding policy is to meet minimum funding requirements as set forth in the employee benefit and tax laws, as well as any such additional amounts as the Group may determine appropriate. Contributions are made to benefit plans for the sole benefit of plan participants. Employer contributions expected to be made in 2018 are EUR 103 million.

United States pension plans

Funding methods

Funding requirements for the three major United States qualified pension plans are determined by the applicable statutes, namely the Employee Retirement Income Security Act of 1974 (“ERISA”), the Internal Revenue Code of 1986, and regulations issued by the Internal Revenue Service (“IRS”).

In determining funding requirements, ERISA allows assets to be either market value or an average value over a period of time; and liabilities to be based on spot interest rates or average interest rates over a period of time. A preliminary assessment indicates that no funding is required for the non-represented and represented pension plans until, at least 2018. For the formerly represented pension plan, the Group does not foresee any future funding requirement for regulatory funding purposes, given the plan’s asset allocation and the level of assets compared to liabilities.

Section 420 transfer

As described in the ‘Asset Ceiling’ section, Section 420 allows for the funding of certain Opeb liabilities by utilizing certain excess pension assets. Section 420 is currently set to expire on December 31, 2025. On December 4, 2017, the Group made EUR 160 million Section 420 transfer of excess pension assets from the formerly represented pension plan to fund healthcare benefits and life insurance coverage for retirees who, when actively employed, were represented by CWA and IBEW. The Group expects to make a further Section 420 transfer during 2018 from the formerly represented pension plan to fund healthcare benefits and group life insurance coverage.

Contributions

The following table summarizes expected contributions to the pension and post-retirement plans until 2027. These figures include the reimbursements the Group will receive from the coverage provided to plan participants eligible for the Medicare Prescription drug benefit. The Group did not make contributions to its qualified pension plans in 2017, nor does it expect to make any contributions in 2018. Medicare is the primary payer for those aged 65 and older, comprising almost all of uncapped retirees.

Section 420 transfer

Section 420 of the US Internal Revenue Code (Section 420) allows for the transfer of pension assets in excess of specified thresholds (excess pension assets) over the plan’s funding obligation to be used to fund healthcare benefits and/or life insurance coverage (Opeb) of retired employees entitled to pension benefits under the plan. Section 420 requires employers making such transfers to continue to provide healthcare benefits or life insurance coverage, as the case may be, to those retirees for a certain period of time (cost maintenance period) at levels prescribed by regulations.

For retirees who were represented by the CWA and IBEW, the Group expects to fund the current retiree healthcare and group life insurance obligations with Section 420 transfers from the formerly represented pension plan’s pension surplus. This is considered as a refund from the pension plan when setting the asset ceiling.

Section 420 is currently set to expire on December 31, 2025. The Group expects to continue to make Section 420 transfers from the formerly represented pension plan to fund healthcare benefits and group life insurance coverage for formerly represented retirees.

Group Contributions

The following table summarizes expected contributions to the Group pension and post-retirement plans for 2019 and for the US pension and post-retirement plans until 2028. These figures include the reimbursements the Group expects to receive with respect to the US coverage provided to US plan participants eligible for the Medicare prescription drug benefit. The Group did not make contributions to the US qualified pension plans in 2018, nor does it expect to make any contributions in 2019. Actual contributions may differ from expected contributions due to various factors, including performance of plan assets, interest rates and legislative changes.

 

 

 

 

 

 

 

 

 

 

 

Pension

 

Post-retirement

 

 

 

 

 

 

 

 

Medicare subsidy for

EURm

    

Non-qualified plans

    

Non-represented

    

Other benefit plans

    

formerly union represented(1)

2018

 

25

 

 9

 

 3

 

(16)

2019

 

25

 

 9

 

 3

 

(15)

2020

 

24

 

 9

 

 3

 

(14)

2021

 

24

 

 9

 

 3

 

(14)

2022

 

23

 

 8

 

 3

 

(13)

2023-2027

 

110

 

35

 

233

 

(57)

175


 

Table of Contents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

Total for

 

 

US Pension

 

US Post-retirement

 

Countries

 

Group

 

 

 

 

 

 

 

 

Medicare subsidy

 

 

 

 

 

 

 

 

 

 

 

 

for formerly

 

 

 

 

EURm

    

Non-qualified plans

    

Non-represented

    

Other benefit plans

    

union represented(1)

 

 

 

 

2019

 

26

 

 9

 

 3

 

(14)

 

53

 

77

2020

 

26

 

 8

 

 3

 

(13)

 

 

 

 

2021

 

25

 

 8

 

 3

 

(13)

 

 

 

 

2022

 

25

 

 8

 

10

 

(12)

 

 

 

 

2023

 

24

 

 7

 

50

 

(12)

 

 

 

 

2024-2028

 

114

 

30

 

261

 

(49)

 

 

 

 

(1)

Medicare Subsidy is recorded within other movements in the reconciliation of the present value of the defined benefit obligation.

Certain actuarial assumptions used to determine whether pension plan funding is required differ from those used for accounting purposes, which may cause significant differences in volatile markets. While the basis for developing discount rates in both cases is by corporate bond yields, for accounting purposes, a yield curve developed by CitiGroup is used as of the closepresent value of the last business daydefined benefit obligation.

Benefit payments

The following table summarizes expected benefit payments from the pension and post-retirement plans and other post-employment benefit plans until 2028. Actual benefit payments may differ from expected benefit payments. The amounts for the United States plans are net of expected plan participant contributions, as well as the annual Medicare Part D subsidy of approximately EUR 14 million.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

United States direct benefit payments

 

Other countries

 

Total

 

 

Pension

 

Post-retirement

 

 

 

 

 

 

Qualified

    

Qualified

    

Non-qualified

    

Formerly union

    

Non-union

    

 

    

 

EURm

    

management

    

occupational

    

plans

    

represented 

    

represented

    

 

    

 

2019

 

1 284

 

277

 

26

 

128

 

54

 

262

 

2 031

2020

 

1 089

 

264

 

26

 

162

 

55

 

257

 

1 853

2021

 

1 045

 

252

 

25

 

158

 

56

 

272

 

1 808

2022

 

1 008

 

240

 

25

 

140

 

57

 

265

 

1 735

2023

 

970

 

228

 

24

 

128

 

57

 

297

 

1 704

2024-2028

 

4 275

 

964

 

114

 

513

 

291

 

1 446

 

7 603

Benefits are paid from plan assets where there is sufficient funding available to the plan to cover the benefit obligation.  Any payments in excess of the plan assets are paid directly by Nokia. Direct benefit payments expected to be paid in 2019 total EUR 126 million.

28. Accrued expenses, deferred revenue and other liabilities

Non-current

 

 

 

 

 

EURm

    

2018

    

2017

Deferred revenue(1)

 

770

 

2 204

Discounted non-interest-bearing liabilities(2)

 

 –

 

690

Salaries, wages and social charges

 

54

 

59

Other

 

28

 

33

Total

 

852

 

2 986

Current

 

 

 

 

 

EURm

    

2018

    

2017

Deferred revenue(1)

 

155

 

3 057

Salaries, wages and social charges

 

1 426

 

1 551

VAT and other indirect taxes

 

387

 

453

Discount accruals(3)

 

604

 

 –

Accrued expenses related to customer projects

 

617

 

704

Other

 

751

 

901

Total

 

3 940

 

6 666

(1)

Non-current deferred revenue EUR 770 million (EUR 924 million in 2017) and current deferred revenue EUR 155 million (EUR 155 million in 2017) relates to an IP licensing contract which was determined to be a completed contract as defined in the transition guidance of the financial year; whereas the ERISA funding rules allow the use of either a daily average yield curve for the last month of the financial year, or a two-year average yield curve. When measuring assets, fair values of plan assets as of the last business day of the financial yearIFRS 15 standard. Other liabilities related to contracts with customers presented in deferred revenue in 2017 are used for accounting purposes; whereas ERISA funding rules allow for “asset smoothing” that averages fair values over periods as long as two years with limited expected returns included in non-current and current contract liabilities following the averaging. The approach applied by ERISA for the regulatory funding valuation minimizes the impactadoption of sharp changes in asset valuesIFRS 15. Refer to Note 2, Significant accounting policies, Note 3, New and corporate bond yields in volatile markets.amended standards and interpretations and Note 8, Revenue recognition.

(2)

183


Healthcare benefits for both management and formerly union represented retirees’ benefits are capped for those who retired after February 28, 1990. The benefit obligation associated with this group of retirees is approximately 53% of the total United States retiree healthcare obligation as of December 31, 2017. Medicare is the primary payer for those aged 65 and older, comprising almost all of uncapped retirees.

Benefit payments

The following table summarizes expected benefit payments from the pension and post-retirement plans and other post-employment benefit plans until 2027. Actual benefit payments may differ from expected benefit payments. The amounts for the United States plans are net of expected plan participant contributions, as well as the annual Medicare Part D subsidy of approximately EUR 16 million.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

United States direct benefit payments

 

Other countries

 

Total

 

 

Pension

 

Post-retirement

 

 

 

 

 

 

Qualified

    

Qualified

    

Non-qualified

    

Formerly union

    

Non-union

    

 

    

 

EURm

    

management

    

occupational

    

plans

    

represented 

    

represented

    

 

    

 

2018

 

1 237

 

286

 

25

 

125

 

51

 

273

 

1 997

2019

 

1 073

 

265

 

25

 

118

 

52

 

261

 

1 794

2020

 

1 041

 

253

 

24

 

147

 

53

 

267

 

1 785

2021

 

1 006

 

242

 

24

 

141

 

54

 

280

 

1 747

2022

 

971

 

230

 

23

 

133

 

55

 

279

 

1 691

2023-2027

 

4 294

 

980

 

110

 

539

 

281

 

1 515

 

7 719

Benefit payments are paid from plan assets where plans are fully funded. Funding mechanisms, such as the Section 420 transfer, are further utilized to minimize direct benefit payments for underfunded United States Opeb liabilities. Direct benefit payments expected to be paid in 2018 total EUR 117 million.

28. Accrued expenses, deferred revenue and otherIn 2017, discounted non-interest bearing liabilities

Non-current liabilities

 

 

 

 

 

EURm

    

2017

    

2016

Advance payments and deferred revenue(1)

 

2 204

 

1 171

Discounted non-interest-bearing liabilities(2)

 

690

 

23

Salaries, wages and social charges

 

59

 

138

Other

 

33

 

121

Total

 

2 986

 

1 453

Current liabilities

 

 

 

 

 

EURm

    

2017

    

2016

Advance payments and deferred revenue(1)

 

3 513

 

3 178

Salaries, wages and social charges

 

1 551

 

1 576

VAT and other indirect taxes

 

453

 

362

Other

 

1 149

 

1 296

Total

 

6 666

 

6 412

(1)

Non-current deferred revenue includes EUR 924 million (EUR 1 080 million in 2016) and current deferred revenue includes EUR 155 million (EUR 155 million in 2016) prepayment relating to a ten-year mutual patent license agreement with Microsoft.

(2)

Includes included EUR 672 million financial liability related to the conditional obligation to China Huaxin as part of the Nokia Shanghai Bell definitive agreements where China Huaxin obtained the right to fully transfer its ownership interest in Nokia Shanghai Bell to the Group in exchange for a future cash settlement. Refer to Note 33, Significant partly-owned subsidiaries.

Other accruals include accrued royalties, research and development expenses, marketing expenses and interest expenses, as well as various amounts which are individually insignificant.

184


29. Provisions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

 

    

 

    

Project

    

Divestment-

    

Material

    

 

    

 

EURm

    

Restructuring

    

 Warranty 

    

Litigation

    

Environmental

    

losses

    

related

    

liability

    

Other

    

Total

As of January 1, 2016(1)

 

194

 

94

 

69

 

16

 

62

 

129

 

29

 

225

 

818

Acquisitions through business combinations

 

291

 

135

 

100

 

114

 

180

 

26

 

31

 

366

 

1 243

Translation differences

 

 2

 

 1

 

22

 

 4

 

 –

 

 9

 

 2

 

 1

 

41

Reclassification

 

 –

 

 –

 

 8

 

 –

 

 –

 

(2)

 

 1

 

(7)

 

 –

Charged to income statement:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

Additional provisions

 

874

 

121

 

75

 

28

 

44

 

16

 

57

 

330

 

1 545

Changes in estimates

 

(123)

 

(38)

 

(31)

 

(2)

 

(31)

 

(24)

 

(21)

 

(104)

 

(374)

Total charged to income statement

 

751

 

83

 

44

 

26

 

13

 

(8)

 

36

 

226

 

1 171

Utilized during year(2)

 

(525)

 

(106)

 

(60)

 

(26)

 

(124)

 

(44)

 

(22)

 

(288)

 

(1 195)

As of December 31, 2016(1)

 

713

 

207

 

183

 

134

 

131

 

110

 

77

 

523

 

2 078

Acquisitions through business combinations

 

 –

 

 –

 

 –

 

 –

 

 –

 

 –

 

 –

 

 6

 

 6

Translation differences

 

(13)

 

(10)

 

(9)

 

(11)

 

(6)

 

(8)

 

(4)

 

(23)

 

(84)

Reclassification

 

 –

 

 –

 

 7

 

(12)

 

 –

 

(4)

 

15

 

(2)

 

 4

Charged to income statement:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Additional provisions

 

577

 

146

 

56

 

14

 

 8

 

15

 

56

 

261

 

1 133

Changes in estimates

 

(55)

 

(56)

 

(30)

 

(1)

 

(1)

 

(7)

 

(38)

 

(52)

 

(240)

Total charged to income statement

 

522

 

90

 

26

 

13

 

 7

 

 8

 

18

 

209

 

893

Utilized during year(3)

 

(500)

 

(77)

 

(77)

 

(17)

 

(56)

 

(30)

 

(40)

 

(212)

 

(1 009)

As of December 31, 2017

 

722

 

210

 

130

 

107

 

76

 

76

 

66

 

501

 

1 888

(1)

Following the IFRS Interpretations Committee agenda decision in September 2017 on interest and penalties related to income taxes, the Group no longer accounts for these items as income taxes. Accordingly, the Group has retrospectively revised the presentation of interest and penalties related to income taxes from current income tax liabilities to provisions in the consolidated statement of financial position. The impact of the revision was EUR 98 million as of December 31, 2016 and EUR 93 million as of December 31, 2015.

(2)

The utilization of restructuring provision includes items transferred to accrued expenses, of which EUR 62 million remained in accrued expenses as of December 31, 2016. The utilization of project losses includes EUR 7 million transferred to inventory write-downs. The utilization of other provisions includes items transferred to accrued expenses, of which EUR 7 million remained in accrued expenses as of December 31, 2016.

(3)

The utilization of restructuring provision includes items transferred to accrued expenses, of which EUR 56 million remained in accrued expenses as of December 31, 2017.

As of December 31, 2017, the restructuring provision amounted to EUR 722 million including personnel and other restructuring related costs, such as real estate exit costs. The provision consists of EUR 596 million global provision related to the announcement on April 6, 2016 and EUR 126 million relatingconditional obligation to China Huaxin as part of the Nokia Shanghai Bell definitive agreements where China Huaxin obtained the right to fully transfer its ownership interest in Nokia Shanghai Bell to the restructuring provisions recognized due to previously announced restructuring programs. The majority of the restructuring-relatedGroup in exchange for a future cash outflows is expected to occur over the next two years.

The warranty provision relates to sold products. Cash outflows related to the warranty provision are generally expected to occur within the next 18 months.

The litigation provision includes estimated potential future settlements for litigation. Cash outflows related to the litigation provision are inherently uncertain and generally occur over several periods.

The environmental provision includes estimated costs to sufficiently clean and refurbish contaminated sites, to the extent necessary, and where necessary, continuing surveillance at sites where the environmental remediation exposure is less significant. Cash outflows related to the environmental liability are inherently uncertain and generally occur over several periods.

The project loss provision relates to onerous customer contracts. Cash outflows related to the project loss provision are generally expected to occur over the next 12 months.

The divestment-related provision relates to the sale of businesses, and includes certain liabilities wheresettlement. In 2018, the Group is required to indemnifyreclassified the buyer. Cash outflows related to the divestment-related provision are inherently uncertain.

The materialfinancial liability provision relates to non-cancellable purchase commitments with suppliers, in excess of forecasted requirements as of each reporting date. Cash outflows related to the material liability provision are expected to occur over the next 12 months.

Other provisions include provisions for various contractual obligations and other obligations. Cash outflows related to other provisions are generally expectedfinancial liabilities within current liabilities in line with the option exercise period. Refer to occur over the next two years.Note 33, Significant partly-owned subsidiaries.

(3)

Discount accruals represent customer credits without any outstanding future performance obligations.

185


Legal matters

A number of Group companies are and will likely continue to be subject to various legal proceedings and investigations that arise from time to time, including proceedings regarding intellectual property, product liability, sales and marketing practices, commercial disputes, employment, and wrongful discharge, antitrust, securities, health and safety, environmental, tax, international trade, and privacy matters.

Other accruals include accrued royalties, research and development expenses, marketing expenses and interest expenses, as well as various amounts which are individually insignificant.

176


Table of Contents

29. Provisions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

 

    

 

    

Project

    

Divestment-

    

Material

    

 

    

 

EURm

    

Restructuring

    

 Warranty 

    

Litigation

    

Environmental

    

losses

    

related

    

liability

    

Other

    

Total

As of January 1, 2017

 

713

 

207

 

183

 

134

 

131

 

110

 

77

 

523

 

2 078

Acquisitions through business combinations

 

 –

 

 –

 

 –

 

 –

 

 –

 

 –

 

 –

 

 6

 

 6

Translation differences

 

(13)

 

(10)

 

(9)

 

(11)

 

(6)

 

(8)

 

(4)

 

(23)

 

(84)

Reclassification

 

 –

 

 –

 

 7

 

(12)

 

 –

 

(4)

 

15

 

(2)

 

 4

Charged to income statement:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

Additional provisions

 

577

 

146

 

56

 

14

 

 8

 

15

 

56

 

261

 

1 133

Changes in estimates

 

(55)

 

(56)

 

(30)

 

(1)

 

(1)

 

(7)

 

(38)

 

(52)

 

(240)

Total charged to income statement

 

522

 

90

 

26

 

13

 

 7

 

 8

 

18

 

209

 

893

Utilized during year(2)

 

(500)

 

(77)

 

(77)

 

(17)

 

(56)

 

(30)

 

(40)

 

(212)

 

(1 009)

As of December 31, 2017

 

722

 

210

 

130

 

107

 

76

 

76

 

66

 

501

 

1 888

Translation differences

 

 2

 

 –

 

(11)

 

 4

 

 1

 

(5)

 

 2

 

 3

 

(4)

Reclassification

 

(18)

 

 –

 

 9

 

(1)

 

 –

 

 –

 

(1)

 

11

 

 –

Charged to income statement:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Additional provisions

 

289

 

171

 

32

 

11

 

 –

 

 –

 

81

 

86

 

670

Changes in estimates(1)

 

(51)

 

(75)

 

(9)

 

(3)

 

(10)

 

(5)

 

(51)

 

(206)

 

(410)

Total charged to income statement

 

238

 

96

 

23

 

 8

 

(10)

 

(5)

 

30

 

(120)

 

260

Utilized during year(2)

 

(451)

 

(111)

 

(42)

 

(10)

 

(12)

 

 –

 

(25)

 

(66)

 

(717)

As of December 31, 2018

 

493

 

195

 

109

 

108

 

55

 

66

 

72

 

329

 

1 427

(1)The changes in estimates in other provisions include a release of EUR 110 million due to resolution of a tax dispute related to discontinued operations.

(2)The utilization of restructuring provision includes items transferred to accrued expenses, of which EUR 55 million remained in accrued expenses as of December 31, 2018 (EUR 56 million in 2017).

As of December 31, 2018, the restructuring provision amounted to EUR 493 million including personnel and other restructuring related costs, such as real estate exit costs. The provision consists of EUR 427 million global provision related to the announcement on April 6, 2016 and EUR 66 million relating to the restructuring provisions recognized due to previously announced restructuring programs. The majority of the restructuring-related cash outflows is expected to occur over the next two years.

The warranty provision relates to sold products. Cash outflows related to the warranty provision are generally expected to occur within the next 18 months.

The litigation provision includes estimated potential future settlements for litigation. Cash outflows related to the litigation provision are inherently uncertain and generally occur over several periods.

The environmental provision includes estimated costs to sufficiently clean and refurbish contaminated sites, to the extent necessary, and where necessary, continuing surveillance at sites where the environmental remediation exposure is less significant. Cash outflows related to the environmental liability are inherently uncertain and generally occur over several periods.

The project loss provision relates to onerous customer contracts. Cash outflows related to the project loss provision are generally expected to occur over the next 12 months.

The divestment-related provision relates to the sale of businesses, and includes certain liabilities where the Group is required to indemnify the buyer. Cash outflows related to the divestment-related provision are inherently uncertain.

The material liability provision relates to non-cancellable purchase commitments with suppliers, in excess of forecasted requirements as of each reporting date. Cash outflows related to the material liability provision are expected to occur over the next 12 months.

Other provisions include provisions for various contractual obligations, other obligations and uncertain tax positions. Cash outflows related to other provisions are generally expected to occur over the next two years.

Legal matters

A number of Group companies are and will likely continue to be subject to various legal proceedings and investigations that arise from time to time, including proceedings regarding intellectual property, product liability, sales and marketing practices, commercial disputes, employment and wrongful discharge, antitrust, securities, health and safety, environmental, tax, international trade, privacy matters and compliance. As a result, the Group may incur substantial costs that may not be covered by insurance and could affect business and reputation. While management does not expect any of these legal proceedings to have a material adverse effect on the Group’s financial position, litigation is inherently unpredictable and the Group may in the future incur judgments or enter into settlements that could have a material adverse effect on the results of operations and cash flows.

Litigation and proceedings

Vertu

The Group divested the United Kingdom-based luxury handset business, Vertu, to Crown Bidco Ltd in 2013. In 2014, Crown Bidco Ltd served a claim in the Commercial Court in London alleging breach of contract in relation to the transfer of IT assets and breach of warranties under the sale agreement. In July 2017, Crown Bidco and the Group resolved the dispute on terms confidential to the parties and without any admission of liability on the part of any entity.

Mass labor litigation Brazil

The Group is defending against a substantial number of labor claims in various Brazilian labor courts. Plaintiffs are former employees whose contracts were terminated after the Group exited from certain managed services contracts. The claims mainly relate to payments made under, or in connection with, the terminated labor contracts. The Group has closed the majority of the court cases through settlement or judgement.judgment. Closure of most of the remaining open cases is expected to occur within the next couple of years.

177


Table of Contents

Asbestos litigation in the United States

The Group is defending approximately 350300 asbestos-related matters, at various stages of litigation. The claims are based on premises liability, products liability, and contractor liability. The claims also involve plaintiffs allegedly diagnosed with various diseases, including but not limited to asbestosis, lung cancer, and mesothelioma.

Intellectual property rights litigation

Apple

On December 21, 2016, the Group commenced patent infringement proceedings against Apple in Asia, Europe and the United States. On May 23, 2017, the parties settled all pending patent litigation between them, and entered into a patent license and business collaboration agreement. The Group received an up-front cash payment from Apple, with additional revenues during the term of the agreement.

LG Electronics

In 2015, LG Electronics agreed to take a royalty-bearing smartphone patent license from Nokia Technologies with the royalty payment obligations subject to commercial arbitration. In September 2017, the International Court of Arbitration of the International Chamber of Commerce issued its award for that arbitration between the Group and LG Electronics. The parties have since reached an agreement on a license for a longer term than was set out in the arbitration.

186


Table of Contents

30. Commitments and contingencies

Contractual obligations

Payments due for contractual obligations as of December 31, 20172018 by due date:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EURm

    

Within 1 year

    

1 to 3 years

    

4 to 5 years

    

More than 5 years

    

Total

    

Within 1 year

    

1 to 3 years

    

4 to 5 years

    

More than 5 years

    

Total

Purchase obligations(1)

 

1 983

 

471

 

67

 

 5

 

2 526

 

2 837

 

357

 

41

 

13

 

3 248

Operating leases(2)

 

255

 

335

 

185

 

186

 

961

 

270

 

319

 

207

 

303

 

1 099

Total

 

2 238

 

806

 

252

 

191

 

3 487

 

3 107

 

676

 

248

 

316

 

4 347

(1)

Includes inventory purchase obligations, service agreements and outsourcing arrangements.

(2)

Includes leasing costs for office, manufacturing and warehouse space under various non-cancellable operating leases. Certain contracts contain renewal optionsLeasing obligations include EUR 217 million related to properties that are not yet available for various periodsuse by the Group as of time.December 31, 2018.

 

Guarantees and other contingent commitments

 

 

 

 

 

 

 

 

EURm

    

2017

    

2016

    

2018

    

2017

Collateral for own commitments

 

  

 

  

 

  

 

  

Assets pledged

 

 5

 

 5

 

 –

 

 5

Contingent liabilities on behalf of Group companies(1)

 

  

 

  

 

  

 

  

Guarantees issued by financial institutions

 

1 678

 

1 805

 

1 570

 

1 678

Other guarantees

 

487

 

794

 

505

 

487

Contingent liabilities on behalf of associated companies and joint ventures

 

  

 

  

Financial guarantees

 

 –

 

11

Contingent liabilities on behalf of other companies

 

  

 

  

 

  

 

  

Other guarantees

 

27

 

135

 

25

 

27

Financing commitments

 

  

 

  

 

  

 

  

Customer finance commitments(2)

 

495

 

223

 

313

 

495

Financing commitments to associated companies

 

20

 

 –

 

20

 

20

Venture fund commitments(3)

 

396

 

525

 

314

 

396

(1)

In contingent liabilities on behalf of Group companies, the Group reports guarantees that have been given to third parties in the normal course of business. These are mainly guarantees given by financial institutions to the Group’s customers for the performance of the Group’s obligations under supply agreements, including tender bonds, performance bonds, and warranty bonds issued by financial institutions on behalf of the Group. Additionally, the Group has issued corporate guarantees with primary obligation given directly to customers with these guarantees amounting to EUR 1 114041 million (EUR 1 608114 million in 2016)2017). In Other guarantees, the Group reports guarantees related to non-commercial contracts that support business activities. As a result of internal policies and active management of outstanding guarantee exposure, the Group has not been subject to any material guarantee claims during recent years.

(2)

Customer finance commitments are available under loan facilities negotiated with customers. Availability of the facility is dependent upon the borrower’s continuing compliance with the agreed financial and operational covenants, and compliance with other administrative terms of the facility. The loan facilities are primarily available to fund capital expenditure relating to purchases of network infrastructure equipment and services. Refer to Note 36, RiskFinancial risk management.

(3)

In 2016, Nokia Growth Partners announced the closing of a new USD 350 million fund for investments in Internet of Things companies. The fund is sponsored by the Group and will serve to identify new opportunities to grow the ecosystem in these solutions. As a limited partner in Nokia Growth Partners and certain other funds making technology-related investments, Thethe Group is committed to capital contributions and entitled to cash distributions according to the respective partnership agreements and underlying fund activities.

The amounts represent the maximum principal amount for commitments and contingencies.

187


Table of Contents

31. Notes to the consolidated statement of cash flows

 

 

 

 

 

 

 

 

 

 

 

 

EURm

    

2017

    

2016

    

2015

    

2018

    

2017

    

2016

Adjustments for(1)

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

1 591

 

1 594

 

320

 

1 455

 

1 591

 

1 594

Share-based payment

 

92

 

113

 

49

 

68

 

92

 

113

Impairment charges

 

244

 

125

 

11

 

55

 

244

 

125

Restructuring charges(2)

 

522

 

751

 

48

 

238

 

522

 

751

Profit on sale of property, plant and equipment and available-for-sale investments

 

(121)

 

(82)

 

(132)

Transfer from hedging reserve to sales and cost of sales

 

 –

 

27

 

61

Profit on sale of property, plant and equipment and non-current financial investments

 

(60)

 

(121)

 

(82)

Share of results of associated companies and joint ventures (Note 34)

 

(11)

 

(18)

 

(29)

 

(12)

 

(11)

 

(18)

Financial income and expenses

 

402

 

308

 

211

 

232

 

402

 

308

Income tax expense/(benefit)

 

937

 

(429)

 

338

 

64

 

937

 

(429)

Gain on the sale of businesses

 

(5)

 

(14)

 

(1 178)

Loss/(gain) on the sale of businesses

 

24

 

(5)

 

(14)

Other income and expenses

 

(68)

 

32

 

40

 

29

 

25

 

39

Total

 

3 583

 

2 407

 

(261)

 

2 093

 

3 676

 

2 387

Change in net working capital

 

  

 

  

 

  

(Increase)/decrease in receivables

 

(421)

 

18

 

(728)

(Increase)/decrease in inventories

 

(296)

 

533

 

341

Increase/(decrease) in interest-free liabilities

 

1 314

 

(2 758)

 

(990)

Total

 

597

 

(2 207)

 

(1 377)

(1)

Includes Continuing and Discontinued operations. Refer to Note 6, Disposals treated as7, Discontinued operations.

(2)

Adjustments represent the non-cash portion of the restructuring charges recognized in the consolidated income statement.

The Group did not engage in any material non-cash investing or financing activities in 2018 and 2017. In 2016, the purchase consideration in relation to the acquisition of Alcatel Lucent comprised the issuance of new Nokia shares in addition to cash payments. Refer to Note 5, Acquisitions. In 2015, the Group exercised its option to redeem EUR 750 million convertible bonds at their principal amount outstanding plus accrued interest. Virtually all bondholders elected to convert their convertible bonds into Nokia shares before redemption. The conversion did not have a cash impact.

178


Table of Contents

32. Principal Group companies

The Group’s significant subsidiaries as of December 31, 2017:2018:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

Parent

 

Group ownership

 

 

    

Parent

 

Group ownership

 

Country of incorporation

 

 

 

holding 

 

interest 

 

 

 

holding 

 

interest 

Company name

    

and place of business

    

Primary nature of business

    

%  

    

%

    

Country of incorporation

    

%  

    

%

Nokia Solutions and Networks B.V.

 

The Hague, Netherlands

 

Holding company

 

 –

 

100.0

 

Netherlands

 

 –

 

100.0

Nokia Solutions and Networks Oy

 

Helsinki, Finland

 

Sales and manufacturing company

 

 –

 

100.0

 

Finland

 

100.0

 

100.0

Nokia of America Corporation(1)

 

Delaware, USA

 

Sales company

 

 –

 

100.0

 

USA

 

 –

 

100.0

Nokia Solutions and Networks India Private Limited

 

New Delhi, India

 

Sales and manufacturing company

 

 –

 

100.0

 

India

 

 –

 

100.0

Nokia Solutions and Networks System Technology (Beijing) Co., Ltd.

 

Beijing, China

 

Sales company

 

 –

 

100.0

Nokia Technologies Oy

 

Helsinki, Finland

 

Sales and development company

 

100.0

 

100.0

 

Finland

 

100.0

 

100.0

Nokia Bell NV

 

Antwerp, Belgium

 

Sales company

 

 –

 

100.0

Alcatel-Lucent Participations SA

 

Nozay, France

 

Holding company

 

 –

 

100.0

 

France

 

 –

 

100.0

Alcatel-Lucent Canada Inc.

 

Ottawa, Canada

 

Sales company

 

 –

 

100.0

Nokia Shanghai Bell Co., Ltd(2)(4)

 

Shanghai, China

 

Sales and manufacturing company

 

 –

 

50.0

Nokia Canada Inc.

 

Canada

 

 –

 

100.0

Nokia Shanghai Bell Co., Ltd(1)

 

China

 

 –

 

50.0

Nokia Solutions and Networks Branch Operations Oy

 

Helsinki, Finland

 

Sales company

 

 –

 

100.0

 

Finland

 

 –

 

100.0

Nokia Solutions and Networks Japan Corporation

 

Tokyo, Japan

 

Sales company

 

 –

 

100.0

Nokia Solutions and Networks Japan G.K.

 

Japan

 

 –

 

100.0

Alcatel Submarine Networks SAS

 

Nozay, France

 

Sales and manufacturing company

 

 –

 

100.0

 

France

 

 –

 

100.0

Nokia Spain, S.A.

 

Madrid, Spain

 

Sales company

 

 –

 

100.0

 

Spain

 

 –

 

100.0

Alcatel-Lucent Italia S.p.A.

 

Milan, Italy

 

Sales company

 

 –

 

100.0

Alcatel Lucent SAS(3)

 

Nozay, France

 

Holding company

 

 –

 

100.0

Alcatel-Lucent Italia S.p.A.(2)

 

Italy

 

 –

 

100.0

Alcatel Lucent SAS

 

France

 

 –

 

100.0

Nokia UK Limited

 

Bristol, UK

 

Sales company

 

 –

 

100.0

 

UK

 

 –

 

100.0

Nokia Solutions and Networks Taiwan Co., Ltd.

 

Taipei, Taiwan

 

Sales company

 

 –

 

100.0

Nokia Solutions and Networks GmbH & Co. KG

 

Munich, Germany

 

Sales company

 

 –

 

100.0

 

Germany

 

 –

 

100.0

Alcatel-Lucent International SAS

 

Nozay, France

 

Sales company

 

 –

 

100.0

Alcatel-Lucent International SA

 

France

 

 –

 

100.0

Nokia Services Limited

 

New South Wales, Australia

 

Sales company

 

 –

 

100.0

 

Australia

 

 –

 

100.0

Nokia Finance International B.V.

 

Haarlem, Netherlands

 

Holding company

 

100.0

 

100.0

PT Nokia Solutions and Networks Indonesia

 

Indonesia

 

 –

 

100.0

Alcatel-Lucent Brasil Telecomunicações Ltda

 

Brazil

 

 –

 

100.0

Nokia Solutions and Networks do Brasil Telecomunicações Ltda.

 

Brazil

 

 –

 

100.0

(1)Nokia Shanghai Bell Co., Ltd is the parent company of the Nokia Shanghai Bell joint venture of which the Group owns 50% plus one share with China Huaxin, an entity controlled by the Chinese government, holding the remaining ownership interests. Refer to Note 33, Significant partly-owned subsidiaries.

(2)Alcatel-Lucent Italia S.p.A. merged into Nokia Solutions and Networks Italia S.p.A., effective January 1, 2019. 

(1)

Alcatel-Lucent USA Inc. was renamed as Nokia of America Corporation, effective January 1, 2018.

(2)

Alcatel-Lucent Shanghai Bell Co., Ltd. was renamed as Nokia Shanghai Bell Co., Ltd., effective June 1, 2017.

(3)

Company form of Alcatel Lucent SA was changed to Alcatel Lucent SAS, effective February 28, 2017.

(4)

The Group owns 50% plus one share in Nokia Shanghai Bell Co., Ltd, the other shareholder being China Huaxin, an entity controlled by the Chinese government. Refer to Note 33, Significant partly-owned subsidiaries. 

 

33. Significant partly-owned subsidiaries

As part of the acquisition of Alcatel Lucent on January 4, 2016, the Group acquired a partly-owned consolidated subsidiary, Alcatel-Lucent Shanghai Bell Co., Ltd. On May 18, 2017, the Group announced the signing of definitive agreements with the China Huaxin Post &

188


Table of Contents

Telecommunication Economy Development Center ("China Huaxin")(China Huaxin) related to the integration of Alcatel-Lucent Shanghai Bell Co,. Ltd. and the Group's China business into a new joint venture branded as Nokia Shanghai Bell.

As part of the definitive agreements, the Group transferred it’s China business and subsidiaries to Nokia Shanghai Bell in exchange for a cash payment. As the transfer of the Group’s China business consisted of a transaction between two Group subsidiaries, all gains or losses that arose from the transaction were fully eliminated within the Group’s consolidated financial statements. Further, the transfer of cash from Nokia Shanghai Bell to the wholly-owned parent entity of the Group’s China business did not impact the cash nor net cash balances in the Group’s consolidated financial statements.

On July 3, 2017, the Group and China Huaxin commenced operations of the new Nokia Shanghai Bell joint venture. The Group holds an ownership interest of 50% plus one share in the Nokia Shanghai Bell’s parent company, Nokia Shanghai Bell Co., Ltd., with China Huaxin holding the remaining ownership interests. The definitive agreements provide China Huaxin with the right to fully transfer its ownership interest in Nokia Shanghai Bell to the Group and the Group with the right to purchase China Huaxin’s ownership interest in Nokia Shanghai Bell in exchange for a future cash settlement. As a result, the Group derecognisedderecognized the non-controlling interest balance related to Nokia Shanghai Bell of EUR 772 million partly offset by the recognition of a related financial liability of EUR 737 million with the difference of EUR 35 million recorded as a gain within retained earnings as a transaction with the non-controlling interest.

The financial liability is measured based on the present value of the expected future cash settlement to acquire the non-controlling interest in Nokia Shanghai Bell. In 2017,2018, the net present value of the expected future cash settlement amounted to EUR 693 million (EUR 672 million in 2017) and an interest expense of EUR 39 million (EUR 18 million in 2017) was recorded to reflect the recognition of the present value discount on the financial liability. TheIn addition, the Group decreased the value of the financial liability in 2017 to reflect a change in estimate of the future cash settlement resulting in the recognition of a EUR 6 million gain (EUR 64 million gainin 2017) in financial income and expenses in the consolidated income statement. In 2018, the Group reclassified the financial liability from non-current liabilities to current liabilities which is in line with the option exercise period.

179


Table of Contents

Financial information for the Nokia Shanghai Bell Group(1):

 

 

 

 

 

 

 

 

EURm

    

2017

 

2016

    

2018

 

2017

Summarized income statement

 

  

 

  

 

  

 

  

Net sales(2)

 

2 276

 

1 806

 

2 518

 

2 276

Operating profit/(loss)

 

83

 

(136)

Profit/(loss) for the year

 

52

 

(89)

Profit/(loss) for the year attributable to:

 

  

 

  

Operating profit

 

54

 

83

Profit for the year

 

25

 

52

Profit for the year attributable to:

 

  

 

  

Equity holders of the parent

 

15

 

(45)

 

25

 

15

Non-controlling interests(3)

 

37

 

(45)

 

 –

 

37

Summarized statement of financial position

 

  

 

  

 

  

 

  

Non-current assets

 

589

 

424

 

600

 

589

Non-current liabilities

 

(130)

 

(128)

 

(127)

 

(130)

Non-current net assets

 

459

 

296

 

473

 

459

Current assets(4)

 

3 888

 

2 841

 

3 340

 

3 888

Current liabilities

 

(2 765)

 

(1 657)

 

(2 209)

 

(2 765)

Current net assets

 

1 123

 

1 184

 

1 131

 

1 123

Net assets(5)

 

1 582

 

1 480

 

1 604

 

1 582

Non-controlling interests(6)

 

 –

 

775

 

 –

 

 –

Summarized statement of cash flows

 

  

 

  

 

  

 

  

Net cash from/(used in) operating activities

 

438

 

(182)

Net cash (used in)/from investing activities

 

(184)

 

89

Net (used in)/from operating activities

 

(103)

 

438

Net cash used in investing activities

 

(92)

 

(184)

Net cash used in financing activities

 

(442)

 

(24)

 

(63)

 

(442)

Net decrease in cash and cash equivalents

 

(188)

 

(117)

 

(258)

 

(188)

(1)

Financial information in 2017 is not fully comparable to financial information in 2016: the new Nokia Shanghai Bell joint venture commenced operations on July 3, 2017 and includes, in addition to the Alcatel Lucent Shanghai Bell Group entities previously reported as material partly-owned subsidiaries, the Group’s China business, which were previously fully owned subsidiaries. Financial information for the Nokia Shanghai BellGroup is presented before eliminations of intercompany transactions with the rest of the Group but after eliminations of intercompany transactions between entities within the Nokia Shanghai Bell Group.

(2)

Includes EUR 268 million (EUR 328 million (EUR 483 million in 2016)2017) net sales to other Group entities.

(3)

In 2017, profit for the year is attributed to non-controlling interests until July 3, 2017.

(4)

Includes a total of EUR 738 million (EUR 1 001 million (EUR 1 284 million in 2016)2017) of cash and cash equivalents and available-for-sale investments, liquid assets.current financial investments.

(5)

The distribution of the profits of Nokia Shanghai Bell Co., Ltd requires the passing of a special resolution by more than two-thirds of its shareholders, subject to a requirement that at least 50% of the after-tax distributable profits are distributed as dividends each year.

(6)

In 2017, the non-controlling interest balance was derecognized and partially offset by the recognition of the related financial liability of EUR 737 million. 

 

189180


 

Table of Contents

34. Investments in associated companies and joint ventures

 

 

 

 

 

 

 

 

EURm

    

2017

    

2016

    

2018

    

2017

Net carrying amount as of January 1

 

116

 

84

 

128

 

116

Translation differences

 

(8)

 

(1)

 

 4

 

(8)

Acquisitions through business combinations

 

 1

 

20

 

 –

 

 1

Additions

 

 9

 

 –

 

 2

 

 9

Disposals

 

 –

 

(4)

Share of results

 

11

 

18

 

12

 

11

Dividends

 

(1)

 

(1)

 

(1)

 

(1)

Net carrying amount as of December 31

 

128

 

116

 

145

 

128

Shareholdings in associated companies and joint ventures comprise investments in unlisted companies.

35. Related party transactions

The Group has related party transactions with a pension fund,funds, associated companies, joint ventures and other entities where the Group has significant influence, as well as the management and the Board of Directors. Transactions and balances with companies over which the Group exercises control are eliminated on consolidation. Refer to Note 2, Significant accounting policies, and Note 32, Principal Group companies.

Transactions with pension fundfunds

The Group has borrowings of EUR 69 million (EUR 69 million in 2016)2017) from Nokia Unterstützungsgesellschaft mbH, the Group’s German pension fund, a separate legal entity. The loan bears interest at the rate of 6% per annum and its duration is pending until further notice by the loan counterparties even though they have the right to terminate the loan with a 90‑day notice. The loan is included in short-term interest-bearing liabilities in the consolidated statement of financial position. For more information on the Group’s pension plans refer to Note 27, Pensions and other post-employment benefits.

Other entities where the Group has significant influence

In addition to associated companies and joint ventures, the Group has determined that it exercises significant influence over HMD global Oy (HMD) despite holding no voting power in it. In 2016, the Group engaged in a strategic agreement covering branding rights and intellectual property licensing to grant HMD an exclusive global license to create Nokia-branded mobile phones and tablets for ten years. Under the agreement, Nokia Technologies receives royalty payments from HMD for sales of Nokia-branded mobile products, covering both brand and intellectual property rights. The Board of Directors of HMD includes a representative from Nokia.

Transactions with associated companies, joint ventures and other entities where the Group has significant influence

 

 

 

 

 

 

 

 

 

 

 

 

EURm

    

2017

    

2016

    

2015

    

2018

    

2017

    

2016

Share of results

 

11

 

18

 

29

 

12

 

11

 

18

Dividend income

 

 1

 

 1

 

 2

 

 1

 

 1

 

 1

Share of shareholders' equity

 

128

 

116

 

84

 

145

 

128

 

116

Sales

 

117

 

62

 

(1)

 

167

 

117

 

62

Purchases

 

(252)

 

(322)

 

(233)

 

(159)

 

(252)

 

(322)

Receivables

 

41

 

13

 

 

58

 

41

 

13

Payables

 

(19)

 

(38)

 

(37)

 

(32)

 

(19)

 

(38)

The Group has financial commitments of EUR 20 million (guaranteed a loan of EUR 1120 million in 2016)2017) for an associated company.

Management compensation

Compensation information for the President and CEO:

 

 

 

 

 

 

 

 

 

 

 

 

EUR

    

2017

    

2016

    

2015

    

2018

    

2017

    

2016

Base salary/fee

 

1 050 000

 

1 049 044

 

1 000 000

 

1 050 000

 

1 050 000

 

1 049 044

Cash incentive payments

 

997 369

 

780 357

 

1 922 195

 

873 862

 

997 369

 

780 357

Share-based payment expenses(1)

 

2 606 613

 

5 296 960

 

4 604 622

 

1 978 268

 

2 606 613

 

5 296 960

Pension expenses

 

338 787

 

469 737

 

491 641

 

312 607

 

338 787

 

469 737

Total

 

4 992 769

 

7 596 098

 

8 018 458

 

4 214 737

 

4 992 769

 

7 596 098

(1)

Represents the expense for all outstanding equity grants recorded during the year.

Total remuneration awarded to the Group Leadership Team for their time as members of the Group Leadership Team:

 

 

 

 

 

 

 

 

 

 

 

 

EURm

    

2017

    

2016

    

2015

    

2018

    

2017

    

2016

Short-term benefits

 

22

 

26

 

 9

 

23

 

22

 

26

Post-employment benefits(1)

 

 1

 

 1

 

 1

 

 1

 

 1

 

 1

Share-based payment

 

 7

 

15

 

 9

 

 6

 

 7

 

15

Termination benefits(2)

 

 4

 

 1

 

 3

 

 5

 

 4

 

 1

Total

 

34

 

43

 

22

 

35

 

34

 

43

(1)

The members of the Group Leadership Team participate in the local retirement programs applicable to employees in the country where they reside.

(2)Includes both termination payments and payments made under exceptional contractual arrangements for lapsed equity awards.

(2)

Includes both termination payments and payments made under exceptional contractual arrangements for lapsed equity awards.

190181


 

Table of Contents

Board of Directors’ compensation

The annual remuneration paid to the members of the Board of Directors, as decided by the Annual General Meetings in the respective years:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2017

 

2016

 

2015

 

    

Gross annual

    

Shares

    

Gross annual

    

Shares

    

Gross annual

    

Shares

 

 

fee(1)

 

received(2)

 

fee(1)

 

received(2)

 

fee(1)

 

received(2)

 

 

EUR

 

number

 

EUR

 

number

 

EUR

 

number

Risto Siilasmaa, Chair

 

440 000

 

30 497

 

440 000

 

35 001

 

440 000

 

29 339

Olivier Piou, Vice Chair(3)

 

199 000

 

12 823

 

255 082

 

19 892

 

 

Vivek Badrinath

 

 –

 

 –

 

175 000

 

13 921

 

140 000

 

9 333

Bruce Brown(4)

 

209 000

 

13 169

 

190 000

 

15 114

 

155 000

 

10 333

Jeanette Horan(5)

 

175 000

 

12 129

 

 

 

 

Elisabeth Doherty

 

 –

 

 –

 

 

 

140 000

 

9 333

Louis R. Hughes(6)

 

194 000

 

12 129

 

240 410

 

18 752

 

 

Simon Jiang

 

 –

 

 –

 

 

 

130 000

 

8 666

Jouko Karvinen

 

 –

 

 –

 

 

 

175 000

 

11 667

Edward Kozel(7)

 

175 000

 

12 129

 

 

 

 

Jean C. Monty(8)

 

174 000

 

11 090

 

225 410

 

17 558

 

 

Elizabeth Nelson(9)

 

207 000

 

13 169

 

190 000

 

15 114

 

140 000

 

9 333

Carla Smits-Nusteling(10)

 

195 000

 

12 129

 

175 000

 

13 921

 

 

Kari Stadigh(11)

 

170 000

 

11 090

 

160 000

 

12 727

 

130 000

 

8 666

Total

 

2 138 000

 

  

 

2 050 902

 

  

 

1 450 000

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2018

 

2017

 

2016

 

    

Gross annual

    

Shares

    

Gross annual

    

Shares

    

Gross annual

    

Shares

 

 

fee(1)

 

received(2)

 

fee(1)

 

received(2)

 

fee(1)

 

received(2)

 

 

EUR

 

number

 

EUR

 

number

 

EUR

 

number

Risto Siilasmaa, Chair

 

440 000

 

34 749

 

440 000

 

30 497

 

440 000

 

35 001

Olivier Piou, Vice Chair(3)

 

196 000

 

14 610

 

199 000

 

12 823

 

255 082

 

19 892

Vivek Badrinath

 

 –

 

 –

 

 –

 

 –

 

175 000

 

13 921

Sari Baldauf(4)

 

160 000

 

12 636

 

 –

 

 –

 

 –

 

 –

Bruce Brown(5)

 

214 000

 

15 005

 

209 000

 

13 169

 

190 000

 

15 114

Jeanette Horan(6)

 

195 000

 

13 820

 

175 000

 

12 129

 

 

Louis R. Hughes(7)

 

199 000

 

13 820

 

194 000

 

12 129

 

240 410

 

18 752

Edward Kozel(8)

 

217 000

 

15 400

 

175 000

 

12 129

 

 

Jean C. Monty(9)

 

14 000

 

-

 

174 000

 

11 090

 

225 410

 

17 558

Elizabeth Nelson(10)

 

192 000

 

13 820

 

207 000

 

13 169

 

190 000

 

15 114

Carla Smits-Nusteling(11)

 

206 000

 

15 005

 

195 000

 

12 129

 

175 000

 

13 921

Kari Stadigh(12)

 

170 000

 

12 636

 

170 000

 

11 090

 

160 000

 

12 727

Total

 

2 203 000

 

  

 

2 138 000

 

  

 

2 050 902

 

  

(1)

The meeting fees for the term that ended at the close of the Annual General meeting in 2018 were paid in cash in 2018 and are included in the table. The meeting fees for the current term as resolved by the Annual General Meeting in 2018 will be paid in cash in 2019 and are not included in the table.

(2)

Approximately 40% of each Board member’s annual compensation is paid in Nokia shares purchased from the market, and the remaining approximately 60% is paid in cash.

(3)

Consists of EUR 185 000 for services as Vice Chair of the Board and meeting fees of EUR 11 000.

(4)

Consists of EUR 160 000 for services as a member of the Board.

(5)

Consists of EUR 160 000 for services as a member of the Board and EUR 30 000 for services as the Chair of the Personnel Committee and meeting fees of EUR 24 000.

(6)

Consists of EUR 160 000 for services as a member of the Board and EUR 15 000 for services as member of the Audit Committee and meeting fees of EUR 20 000.

(7)

Consists of EUR 160 000 for services as a member of the Board and EUR 15 000 for services as member of the Audit Committee and meeting fees of EUR 24 000.

(8)

Consists of EUR 160 000 for services as a member of the Board and EUR 20 000 for services as the Chair of the Technology Committee, EUR 15 000 for services as a member of the Audit Committee, and meeting fees of EUR 22 000.

(9)

Served as a member of the Board until the Annual General Meeting 2018. No annual fee was paid to him during financial year 2018, but he received the annual fee for the term until the Annual General Meeting 2018 in the financial year 2017 including meeting fees of EUR 14 000.

(10)

Consists of EUR 160 000 for services as a member of the Board and EUR 15 000 for services as member of the Audit Committee and meeting fees of EUR 17 000.

(11)

Consists of EUR 160 000 for services as a member of the Board and EUR 30 000 for services as a Chair of the Audit Committee and meeting fees of EUR 16 000.

(12)

(1)    The meeting fees for the term that ended at the close of the Annual General meeting in 2017 were paid in cash in 2017 and are included in the table. The meeting fees for the current term as resolved by the Annual General Meeting in 2017 will be paid in cash in 2018 and are not included in the table.

(2)    Approximately 40% of each Board member’s annual compensation is paid in Nokia shares purchased from the market, and the remaining approximately 60% is paid in cash.

(3)    Consists of EUR 185 000 for services as the Vice Chair of the Board and meeting fees of EUR 14 000.

(4)    Consists of EUR 160 000 for services as a member of the Board and EUR 30 000 for services as a Chair of the Personnel Committee and meeting fees of EUR 19 000.

(5)    Consists of EUR 160 000 for services as a member of the Board and EUR 15 000 for services as member of the Audit Committee.

(6)    Consists of EUR 160 000 for services as a member of the Board and EUR 15 000 for services as member of the Audit Committee and meeting fees of EUR 19 000.

(7)    Consists of EUR 160 000 for services as a member of the Board and EUR 15 000 for services as a member of the Audit Committee.

(8)    Consists of EUR 160 000 for services as a member of the Board and meeting fees of EUR 14 000.

(9)    Consists of EUR 160 000 for services as a member of the Board and EUR 30 000 for services as a Chair of the Audit Committee and meeting fees of EUR 17 000.

(10)  Consists of EUR 160 000 for services as a member of the Board and EUR 15 000 for services as a member of the Audit Committee and meeting fees of EUR 20 000.

(11)  Consists of EUR 160 000 for services as a member of the Board and meeting fees of EUR 10 000.

 

Transactions with the Group Leadership Team and the Board of Directors

No loans were granted to the members of the Group Leadership Team and the Board of Directors in 2018, 2017 2016 or 2015.2016.

Terms of termination of employment of the President and CEO

The President and CEO, Rajeev Suri, may terminate his service contract at any time with six months’ prior notice. The Group may terminate his service contract for reasons other than cause at any time with an 18 months’ notice period. If there is a change of control event as defined in Mr. Suri’s service contract and the service contract is terminated either by the Group or its successor without cause, or by him for “good reason”, he would be entitled to a severance payment equaling up to 18 months of compensation and cash payment of the pro-rated value of his outstanding unvested equity awards, if he is dismissed within 18 months of the change in control event.

191182


 

Table of Contents

36. RiskFinancial risk management

General risk management principles

The Group has a systematic and structured approach to risk management across business operations and processes. Key risks and opportunities are identified primarily against business targets either in business operations or as an integral part of financial planning. Key risks and opportunities are analyzed, managed, monitored and identified as part of business performance management with the support of risk management personnel. The Group’s overall risk management concept is based on managing the key risks that would prevent the Group from meeting its objectives, rather than solely focusing on eliminating risks. The principles documented in the Nokia Enterprise Risk Management Policy, approved by the Audit Committee of the Board of Directors, require risk management and its elements to be integrated into key processes. One of the main principles is that the business or function head is also the risk owner, although all employees are responsible for identifying, analyzing and managing risks as appropriate to their roles and duties. Risk management covers strategic, operational, financial and hazard risks. Key risks and opportunities are reviewed by the Group Leadership Team and the Board of Directors in order to create visibility on business risks as well as to enable prioritization of risk management activities. In addition to the principles defined in the Nokia Enterprise Risk Management Policy, specific risk management implementation, including financial risk management, is reflected in other key policies.policies and operating procedures.

Financial risks

The objective for treasury activities is to guarantee sufficient funding at all times and to identify, evaluate and manage financial risks. Treasury activities support this aim by mitigating the adverse effects on the profitability of the underlying business caused by fluctuations in the financial markets, and by managing the capital structure by balancing the levels of liquid assets and financial borrowings. Treasury activities are governed by the Nokia Treasury Policy approved by the Group President and CEO which provides principles for overall financial risk management and determines the allocation of responsibilities for financial risk management activities. Operating procedures approved by the Group CFO cover specific areas such as foreign exchange risk, interest rate risk, credit risk and liquidity risk as well as the use of derivative financial instruments in managing these risks. The Group is risk averse in its treasury activities.

Financial risks are divided into market risk covering foreign exchange risk, interest rate risk and equity price risk; credit risk covering business-related credit risk and financial credit risk; and liquidity risk.

Market risk

Foreign exchange risk

The Group operates globally and is exposed to transaction and translation foreign exchange risks. The objective of foreign exchange risk management is to mitigate adverse impacts from foreign exchange fluctuations on the Group profitability and cash flows. Treasury applies global portfolio approach to manage foreign exchange risks within approved guidelines and limits.

Transaction risk arises from foreign currency denominated assets and liabilities together with foreign currency denominated future cash flows. Transaction exposures are managed in the context of various functional currencies of Group companies. Material transactional foreign exchange exposures are hedged, unless hedging would be uneconomical due to market liquidity and/or hedging cost. Exposures are defined using transaction nominal values. Exposures are mainly hedged with derivative financial instruments, such as forward foreign exchange forward contracts and foreign exchange options. The majorityoptions with most of financialthe hedging instruments having a duration of less than a year.

Layered hedging approach is typically used for hedging of highly probable forecast foreign currency denominated cash flows with quarterly hedged items defined based on set hedge ratio ranges for each successive quarter. Hedged items defined for successive quarters are hedged with foreign exchange forward contracts and foreign exchange options with a hedge ratio of 1:1. Hedging levels are adjusted on a monthly basis including hedging instrument designation and documentation as appropriate. In case hedges exceed the hedge ratio range for any specific quarter, the hedge portfolio for that specific quarter is adjusted accordingly.

In certain cases, mainly related to long-term construction projects, the Group applies fair value hedge accounting for foreign exchange risk havewith the objective to reduce the exposure to fluctuations in the fair value of the related firm commitments due to changes in foreign exchange rates. Exposures are mainly hedged with foreign exchange forward contracts with most of the hedging instruments having a duration of less than a year. The Group does not hedge forecast foreign currency cash flows beyond two years.continuously manages the portfolio of hedging instruments to ensure appropriate alignment with the portfolio of hedged items at a hedging ratio of 1:1.

As the Group has entities where the functional currency is other than the euro, the shareholders’ equity is exposed to fluctuations in foreign exchange rates. Equity changesChanges in shareholders’ equity caused by movements in foreign exchange rates are shown as currency translation differences in the consolidated financial statements. The Group may use forwardrisk management strategy is to protect the euro counter value of the portion of this exposure expected to materialize as foreign currency repatriation cash flows in the foreseeable future. Exposures are mainly hedged with derivative financial instruments, such as foreign exchange forward contracts and foreign exchange options with most of the hedging instruments having a duration of less than a year.

Hedged items are defined based on conservative expectations of repatriation cash flows based on a range of considerations. Net investment exposures are reviewed, hedged items designated, and hedging levels adjusted at minimum on a quarterly basis with a hedge ratio of 1:1. Additionally, hedging levels are adjusted whenever there are significant events impacting expected repatriation cash flows.

The foreign exchange risk arising from foreign currency denominated loansinterest-bearing liabilities is primarily hedged using cross currency swaps that are also used to hedge its foreign exchange exposure arising from foreign net investments.manage the Group’s interest rate profile (see interest rate risk section below).

Currencies

183


Table of Contents

Notional amounts in currencies that represent a significant portion of the currency mix in outstanding financial instruments and other hedged items as of December 31 are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EURm

    

USD

    

JPY

    

CNY

    

INR

    

USD

    

GBP

    

CNY

    

INR

2018

 

  

 

  

 

  

 

  

Foreign exchange derivatives used as cash flow hedges, net(1)

 

(952)

 

(374)

 

 –

 

 –

Foreign exchange exposure designated as hedged item for cash flow hedging, net(1)

 

952

 

374

 

 

 

 

Foreign exchange derivatives used as fair value hedges for FX risk, net(2)

 

(314)

 

93

 

 –

 

 –

Foreign exchange exposure designated as hedged item for fair value hedging for FX risk, net(2)

 

314

 

(93)

 

 

 

 

Foreign exchange derivatives used as net investment hedges, net(3)

 

(2 486)

 

(61)

 

(944)

 

(544)

Foreign exchange exposure designated as hedged item for net investment hedging, net(3)

 

2 486

 

61

 

944

 

544

Foreign exchange derivatives used as hedges for interest bearing-liabilities, net

 

1 804

 

 –

 

 –

 

 –

Foreign exchange exposure from interest-bearing liabilities, net

 

(1 800)

 

 –

 

 –

 

 –

Other foreign exchange derivatives, carried at fair value through profit and loss, net(4)

 

1 690

 

102

 

886

 

596

Foreign exchange exposure from items on the statement of financial position, excluding interest-bearing liabilities, net

 

(2 446)

 

(63)

 

(978)

 

(299)

2017

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Foreign exchange derivatives used as cash flow hedges, net(1)

 

(803)

 

(230)

 

 –

 

 –

 

(803)

 

(106)

 

 –

 

 –

Foreign exchange derivatives used as fair value hedges, net(2)

 

(84)

 

 –

 

 –

 

 –

 

(84)

 

(1)

 

 –

 

 –

Foreign exchange derivatives used as net investment hedges, net(3)

 

(2 839)

 

 –

 

(728)

 

(403)

 

(2 839)

 

(10)

 

(728)

 

(403)

Foreign exchange exposure from statement of financial position items, net

 

(3 365)

 

196

 

(765)

 

(352)

 

(3 365)

 

(31)

 

(765)

 

(352)

Foreign exchange derivatives not designated in a hedge relationship, carried at fair value through profit and loss, net(4)

 

1 777

 

(411)

 

577

 

446

 

1 777

 

(25)

 

577

 

446

Cross-currency/interest rate hedges

 

1 377

 

 –

 

 –

 

 –

 

1 377

 

 –

 

 –

 

 –

2016

 

  

 

  

 

  

 

  

Foreign exchange derivatives used as cash flow hedges, net(1)

 

 

(158)

 

 

 –

Foreign exchange derivatives used as fair value hedges, net(2)

 

(397)

 

 

 

 –

Foreign exchange derivatives used as net investment hedges, net(3)

 

(1 418)

 

 

 

(104)

Foreign exchange exposure from statement of financial position items, net

 

(2 172)

 

434

 

(227)

 

(236)

Foreign exchange derivatives not designated in a hedge relationship, carried at fair value through profit and loss, net(4)

 

1 747

 

(174)

 

(587)

 

104

Cross-currency/interest rate hedges

 

1 051

 

(328)

 

 

(1)

Used to hedge the foreign exchange risk from forecasted highly probable cash flows related to sales, purchases and business acquisition activities. In some currencies, especially the U.S. dollar, the Group has substantial foreign exchange risks in both estimated cash inflows and outflows. TheIn 2018 the underlying exposures for which these hedges are entered into are included to the table due to the adoption of IFRS 9. In 2017 the underlying exposures were not presented in the table as they are not financial instruments.

(2)

Used to hedge foreign exchange risk from contractual firm commitments. TheIn 2018 the underlying exposures for which these hedges are entered into are included in the table due to the adoption of IFRS 9. In 2017 the underlying exposures were not presented in the table as they are not financial instruments.

(3)

Used to hedge net investment exposure. TheIn 2018 the underlying exposures for which these hedges are entered into are included in the table due to the adoption of IFRS 9. In 2017 the underlying exposures were not presented in the table as they are not financial instruments.

(4)

Items on the statement of financial position and some probable forecasted cash flows denominated in foreign currencies are hedged by a portion of foreign exchange derivatives not designated in a hedge relationship and carried at fair value through profit and loss.

192


Table of Contents

The methodology for assessing marketforeign exchange risk exposures: Value-at-riskValue-at-Risk

The Group uses the Value-at-Risk (“VaR”)(VaR) methodology to assess exposures to foreign exchange risks. The VaR-based methodology provides estimates of potential fair value losses in market risk-sensitive instruments as a result of adverse changes in specified market factors, at a specified confidence level over a defined holding period. The Group calculates the foreign exchange VaR using the Monte Carlo method which simulates random values for exchange rates in which the Group has exposures and takes the non-linear price function of certain derivative instruments into account. The VaR is determined using volatilities and correlations of rates and prices estimated from a sample of historical market data, at a 95% confidence level, using a one-month holding period. To put more weight on recent market conditions, an exponentially weighted moving average is performed on the data with an appropriate decay factor. This model implies that within a one-month period, the potential loss will not exceed the VaR estimate in 95% of possible outcomes. In the remaining 5% of possible outcomes the potential loss will be at minimum equal to the VaR figure and, on average, substantially higher. The VaR methodology relies on a number of assumptions which include the following: risks are measured under average market conditions, changes in market risk factors follow normal distributions, future movements in market risk factors are in line with estimated parameters and the assessed exposures do not change during the holding period. Thus, it is possible that, for any given month, the potential losses at a 95% confidence level are different and could be substantially higher than the estimated VaR.

The VaR figures for the Group’s financial instruments which are sensitive to foreign exchange risks are presented in the table below. The VaR calculation includes foreign currency denominated monetary financial instruments, such as available-for-salecurrent financial investments, loans and accounts receivable, investments at fair value through profit and loss,trade receivables, cash, loans and accounts payable;trade payables; foreign exchange derivatives carried at fair value through profit and loss which are not in a hedge relationship and are mostly used to hedge the statement of financial position foreign exchange exposure; and foreign exchange derivatives designated as forecasted cash flow hedges, fair value hedges and net investment hedges. Mosthedges as well as the exposures designated as hedged items for these hedge relationships.

 

 

 

 

 

 

 

 

 

 

 

 

 

2018

 

2017

 

 

Total

Impact

Impact

Impact

 

Total

Impact

Impact

Impact

EURm

    

VaR

on profit

on OCI

on CTA

    

VaR

on profit

on OCI

on CTA

As of December 31

 

16

21

33

 6

 

22

13

30

 –

Average for the year

 

14

18

38

 5

 

14

26

46

 –

Range for the year

 

5-24

7-27

25-58

0-8

 

5-24

12-64

30-55

0-5

184


Table of the VaR is caused by these derivatives as forecasted cash flow and net investment exposures are not financial instruments as defined in IFRS 7, Financial Instruments: Disclosures, and thus not included in the VaR calculation.Contents

 

 

 

 

 

 

    

2017

    

2016

EURm

 

VaR from financial instruments

As of December 31

 

144

 

83

Average for the year

 

205

 

111

Range for the year

 

144-267

 

73-149

Interest rate risk

The Group is exposed to interest rate risk either through market value fluctuations of items on the consolidated statement of financial position (“price risk”)(price risk) or through changes in interest income or expenses (“refinancing”(refinancing or “reinvestment risk”)reinvestment risk). Interest rate risk mainly arises through interest-bearing liabilities and assets. Estimated future changes in cash flows and the structure of the consolidated statement of financial position also expose the Group to interest rate risk.

The objective of interest rate risk management is to mitigate adverse impacts arising from interest rate fluctuations on the consolidated income statement, cash flow, and financial assets and liabilities while taking into consideration the Group’s target capital structure and the resulting net interest rate exposure. The Group has entered into long-term borrowings mainly at fixed rates and swapped a portion of them into floating rates, in line with a defined target interest profile. The Group has not entered into interest rate swaps where it would be paying fixed rates. The Group aims to mitigate the adverse impacts from interest rate fluctuations by continuously managing net interest rate exposure arising from financial assets and liabilities, by setting appropriate risk management benchmarks and risk limits.

Interest rate profile of interest-bearing assets and liabilities as of December 31:

 

 

 

 

 

 

 

 

 

 

 

2017

 

2016

EURm

    

Fixed rate

    

Floating rate(1)

    

Fixed rate

    

Floating rate(1)

Assets

 

889

 

7 581

 

2 107

 

7 410

Liabilities

 

(3 637)

 

(57)

 

(3 845)

 

(113)

Assets and liabilities before derivatives

 

(2 748)

 

7 524

 

(1 738)

 

7 297

Interest rate derivatives

 

1 371

 

(1 371)

 

1 358

 

(1 328)

Assets and liabilities after derivatives

 

(1 377)

 

6 153

 

(380)

 

5 969

 

 

 

 

 

 

 

 

 

 

 

2018

 

2017

EURm

    

Fixed rate

    

Floating rate(1)

    

Fixed rate

    

Floating rate(1)

Other financial assets(2)

 

143

 

68

 

117

 

73

Current financial investments

 

145

 

466

 

196

 

715

Cash and cash equivalents

 

497

 

5 765

 

576

 

6 793

Interest-bearing liabilities

 

(3 614)

 

(208)

 

(3 637)

 

(57)

Financial assets and liabilities before derivatives

 

(2 829)

 

6 091

 

(2 748)

 

7 524

Interest rate derivatives

 

2 332

 

(2 332)

 

1 371

 

(1 371)

Financial assets and liabilities after derivatives

 

(497)

 

3 759

 

(1 377)

 

6 153

(1)

All investmentscash equivalents and credit support-related liabilities with initial maturity of three months or less are considered floating rate for the purposes of interest rate risk management.

(2)

Other financial assets include interest-bearing customer and vendor financing related loan receivables as well as certain other long-term interest-bearing loan receivables that have been presented in other non-current financial assets and other financial assets in the consolidated statement of financial position.

193


Table of Contents

InterestTreasury monitors and manages interest rate exposure is monitored and managed centrally. The Group uses selective sensitivity analyses to assess and measure interest rate exposure arising from interest-bearing assets, interest-bearing liabilities and related derivatives. Sensitivity analysis determines an estimate of potential fair value changes in market risk-sensitive instruments by varying interest rates in currencies in which the Group has material amounts of financial assets and liabilities while keeping all other variables constant. The Group’s sensitivity to interest rate exposure in the investment and debt portfolios is presented in the table below. Sensitivities to credit spreads are not reflected in the numbers.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2017

 

2016

 

2018

 

2017

    

Impact on

    

Impact

    

Impact

    

Impact on

    

Impact

    

Impact

    

Impact on

    

Impact

    

Impact

    

Impact on

    

Impact

    

Impact

EURm

 

fair value

 

on profit

 

on OCI

 

fair value

 

on profit

 

on OCI

 

fair value

 

on profit

 

on OCI

 

fair value

 

on profit

 

on OCI

Interest rates – increase by 100 basis points

 

126

 

 2

 

(1)

 

181

 

(3)

 

(2)

 

34

 

 3

 

 4

 

126

 

 2

 

(1)

Interest rates – decrease by 50 basis points

 

(67)

 

(1)

 

 –

 

(99)

 

 2

 

 1

 

(17)

 

(1)

 

(2)

 

(67)

 

(1)

 

 –

 

Effects of hedge accounting on the financial position and performance

The Group is using several types of hedge accounting programs to manage its foreign exchange and interest rate risk exposures. The effect of these programs on the Group’s financial position and performance as of December 31 are outlined below:

 

 

 

 

 

 

 

 

 

EURm

    

Cash flow hedges (FX forwards and options)(1)

    

Net investment hedges (FX forwards and options)(1)

    

Fair value hedges (FX forwards)(1)

    

Fair value and cash flow hedges (IR swaps and cross currency swaps)(1)

Carrying amount of hedges

 

(13)

 

(11)

 

(4)

 

(46)

Notional amount of hedges

 

(1 451)

 

(4 129)

 

(226)

 

2 330

Notional amount of hedged items

 

1 451

 

4 129

 

231

 

(2 330)

Change in intrinsic value of hedging instruments since 1 January

 

(44)

 

(83)

 

(13)

 

 9

Change in value of hedged items used to determine hedge effectiveness

 

45

 

83

 

17

 

(7)

(1)

No significant ineffectiveness has been recorded during 2018 and economic relationships have been fully effective

185


Table of Contents

The most significant foreign exchange hedging instruments under cash flow, net investment and fair value hedge accounting as of December 31 are outlined in the table below:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Maturity breakdown of net notional amounts (EURm)(1)

 

 

Currency

 

Instrument

 

Fair value (EURm)

 

Weighted average hedged rate

 

Total

 

Within 3 months

 

Between 3 and 12 months

 

Beyond 1 year

Cash flow hedge accounting

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GBP

 

FX Forwards

 

 3

 

0.8866

 

(184)

 

(38)

 

(93)

 

(53)

 

 

GBP

 

FX Options

 

 7

 

0.9064

 

(191)

 

(48)

 

(90)

 

(53)

 

 

JPY

 

FX Forwards

 

(4)

 

130.0618

 

(150)

 

(51)

 

(99)

 

 –

 

 

PLN

 

FX Forwards

 

 1

 

4.2966

 

149

 

46

 

102

 

 –

 

 

USD

 

FX Forwards

 

(19)

 

1.1653

 

(655)

 

(140)

 

(515)

 

 –

 

 

USD

 

FX Options

 

 2

 

1.2029

 

(297)

 

(87)

 

(210)

 

 –

Net investment hedge accounting

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CNY

 

FX Forwards

 

 4

 

7.8333

 

(944)

 

(944)

 

 –

 

 –

 

 

INR

 

FX Forwards

 

(15)

 

81.5362

 

(544)

 

(544)

 

 –

 

 –

 

 

USD

 

FX Forwards

 

(2)

 

1.1414

 

(2 246)

 

(2 246)

 

 –

 

 –

 

 

USD

 

FX Options

 

 1

 

1.1703

 

(240)

 

(240)

 

 –

 

 –

Fair value hedge accounting for FX risk

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

USD

 

FX Forwards

 

(3)

 

1.1478

 

(314)

 

(378)

 

64

 

 –

(1)Negative notional amounts indicate that hedges sell currency and positive notional amounts indicate that hedges buy currency.

For information on hedging instruments used for fair value and cash flow hedge accounting related to the Group’s interest-bearing liabilities, refer to Note 23, Interest-bearing liabilities.

Equity price risk

In 20172018 and 2016,2017, the Group did not have exposure to equity price risk from publicly listed equity shares as it does not have significant investments. The private funds where the Group has investments are investing primarily in private equity and may, from time to time, have investments also in public equity. Such investments have not been included in this disclosure.

Other market risk

In certain emerging market countries there are local exchange control regulations that provide for restrictions on making cross-border transfers of funds as well as other regulations that impact the Group’s ability to control its net assets in those countries.

Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. Credit risk arises from credit exposures to customers, including outstanding receivables, financial guarantees and committed transactions, as well as financial institutions, including bank and cash, fixed income and money-market investments, and derivative financial instruments. Credit risk is managed separately for business-related and financial credit exposures.

The maximum exposure to credit risk for outstanding customer finance loans is limited to the book value of financial assets as included in the consolidated statement of financial position:

 

 

 

 

 

EURm

    

2017

    

2016

Loan commitments given but not used 

 

495

 

223

Outstanding customer finance loans(1) 

 

160

 

129

Total 

 

655

 

352

(1)

Includes acquired customer loans on a fair value basis. Excludes EUR 33 million (EUR 33 million in 2016) which are considered to be uncollectible and have been provisioned.

Business-related credit risk

The Group aims to ensure the highest possible quality in accounts receivabletrade receivables and contract assets as well as customer-customer or third partythird-party loan receivables. The Credit Risk Management Standard Operating Procedure, approved by the Group CFO, lays out the framework for the management of the business-related credit risks. The Credit Risk Management Standard Operating Procedure sets out that credit decisions are based on credit evaluation in each business, including credit rating and limits for larger exposures, according to defined principles. Group level limit approvals are required for material credit exposures. Credit risks are monitored in each business and, where appropriate, mitigated on case by case basis with the use of letters of credit, collaterals, sponsor guarantees, credit insurance, and sale of selected receivables.

Upon adoption of IFRS 9, the Group applies a simplified approach to recognizing a loss allowance on trade receivables based on measurement of lifetime expected credit losses arising from trade receivables without significant financing components. Based on quantitative and qualitative analysis, the Group has determined that the credit risk exposure arising from its trade receivables is low risk. Quantitative analysis focuses on historical loss rates, historic and projected sales and the corresponding trade receivables, and overdue trade receivables including indicators of any deterioration in the recovery expectation. Qualitative analysis focuses on all relevant conditions, including customer credit rating, country credit rating and political situation, to improve the accuracy of estimating lifetime expected credit losses. In 2018 and 2017, the Group recognized impairment losses of less than 1% of Net sales.

Credit exposure is measured as the total of accounts receivabletrade receivables, contract assets and loans outstanding from customers and committed credits. Accounts receivableTrade receivables do not include any major concentrations of credit risk by customer. The top three customers account for approximately 4.3%4.2%,  3.7% and 3.5%  (4.3%,  3.8% and 2.6% (3.5%in 2017) of trade receivables, contract assets and loans due from customers and other third parties as of

186


Table of Contents

December 31, 2018. The top three credit exposures by country account for approximately 16.2%,  3.0%11.0% and 2.4%7.9% (17.4%,  13.4% and 5.3% in 2016)2017) of accounts receivablethe Group’s trade receivables, contract assets and loans due from customers and other third parties as of December 31, 2017.2018. The top three credit exposures by country account for approximately 17.4%, 13.4% and 5.3% (19.1%, 8.6% and 7.4% in 2016) of the Group’s accounts receivable and loans due from customers and other third parties as of December 31, 2017. The 17.4%16.2% credit exposure relates to accounts receivabletrade receivables in China (19.1%(17.4% in 2016)2017).

The Group has provided loss allowances for doubtful accounts on accounts receivabletrade receivables, contract assets and loans due from customers and other third parties not past due based on an analysis of debtors’ credit ratings and credit histories. The Group establishes loss allowances for doubtful accounts that represent an estimate of expected losses at the end of the reporting period. All trade receivables, contract assets and loans due from customers are considered on an individual basis to determine the allowances for doubtful accounts.loss allowances. The total of accounts receivabletrade receivables, contract assets and loans due from customers is EUR 7 232112 million (EUR 7 101232 million in 2016). The gross carrying amount of accounts receivable, related to customer balances for which valuation allowances have been recognized, is EUR 3 161 million (EUR 2 439 million in 2016). The allowances for doubtful accounts for these accounts receivable as well as amounts expected to be uncollectible for acquired receivables are EUR 259 million (EUR 301 million in 2016).

194


Table of Contents

Aging of past due receivables not considered to be impaired2017) as of December 31, 2018.

The aging of trade receivables, contract assets and customer finance loans is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Past due

 

Past due

 

Past due

 

 

EURm

 

Current

    

1-30 days

    

31-180 days

    

More than 180 days

    

Total

As of December 31, 2018

 

 

 

 

 

 

 

 

 

 

Trade receivables

 

4 224

 

243

 

300

 

284

 

5 051

Contract assets(1)

 

1 875

 

 –

 

 –

 

 –

 

1 875

Customer finance loans

 

186

 

 –

 

 –

 

 –

 

186

Total

 

6 285

 

243

 

300

 

284

 

7 112

As of December 31, 2017

 

 

 

 

 

 

 

 

 

 

Trade receivables

 

6 179

 

158

 

277

 

458

 

7 072

Customer finance loans

 

158

 

 2

 

 –

 

 –

 

160

Total

 

6 337

 

160

 

277

 

458

 

7 232

(1)The Group adopted IFRS 15 on January 1, 2018, by applying the modified retrospective method, hence no comparatives for December 31, 2017.

Movements in loss allowances, all of which relate to trade receivables, for the years ended December 31:

 

 

 

 

 

EURm

    

2017

    

2016

Past due 1-30 days

 

67

 

102

Past due 31-180 days

 

94

 

141

More than 180 days

 

117

 

223

Total

 

278

 

466

 

 

 

 

 

 

 

EURm

    

2018

    

2017

    

2016

As of January 1

 

192

 

168

 

62

Charged to income statement

 

86

 

61

 

126

Deductions(1)

 

(83)

 

(37)

 

(20)

As of December 31

 

195

 

192

 

168

(1)Deductions include utilization and releases of allowances

The maximum exposure to credit risk for outstanding customer finance loans is limited to the book value of financial assets as included in the consolidated statement of financial position:

 

 

 

 

 

EURm

    

2018

    

2017

Loan commitments given undrawn

 

313

 

495

Outstanding customer finance loans

 

186

 

160

Total 

 

499

 

655

 

For customer and vendor finance related loans, the credit loss estimate is typically based on a 12 month expected credit loss for outstanding loans and estimated additional draw-downs during this period. The loss allowance is calculated on a quarterly basis based on a review of collectability and available collateral, derecognized from other comprehensive income and recognized in other financial expenses in the consolidated income statement.

The changes in loss allowance for customer and vendor finance related loan receivables is presented below:

EURm

Loss allowance

As of December 31, 2017

 –

Adoption of IFRS 9(1)

 9

As of January 1, 2018

 9

(Decrease)/increase during the year

(2)

As of December 31, 2018

 7

(1)

Initial adjustment following the adoption of IFRS 9 as a result of applying the expected credit loss model

Financial credit risk

Financial instruments contain an element of risk resulting from changes in the market price due to counterparties becoming less creditworthy or risk of loss due to counterparties being unable to meet their obligations. Financial credit risk is measured and monitored centrally by Treasury. Financial credit risk is managed actively by limiting counterparties to a sufficient number of major banks and financial institutions, and by monitoring the creditworthiness and the size of exposures continuously. Additionally, the Group enters into netting arrangements with all major counterparties, which give the right to offset in the event that the counterparty would not be able to fulfill its obligations. The Group enters into collateral agreements with certain counterparties, which require counterparties to post collateral against derivative receivables.

Investment decisions are based on strict creditworthiness and maturity criteria as defined in the Treasury-related policies and procedures. As a result of this investment policy approach and active management of outstanding investment exposures, the Group has not been subject to any

187


Table of Contents

material credit losses in its financial investments in the years presented. The Group did not have any financial investments that were past due but not impaired at December 31. Due to the high credit quality of the Group’s financial investments the expected credit loss for these investments is deemed insignificant.

Breakdown of outstanding fixed income and money-market investments, cash equivalents and cash by sector and credit rating grades ranked as per Moody’s rating categories as of December 31:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EURm

 

Rating(1)

 

Due within
3 months

 

Due between 3
and 12 months

 

Due between
1 and 3 years

 

Due between
3 and 5 years

 

Due beyond
5 years

 

Total(2)(3)(4)

 

Rating(1)

 

Cash

 

Due within
3 months

 

Due between 3
and 12 months

 

Due between
1 and 3 years

 

Due between
3 and 5 years

 

Due beyond
5 years

 

Total(2)(3)(4)

2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Banks

 

Aaa

 

 –

 

317

 

 –

 

 –

 

 –

 

 –

 

317

 

Aa1-Aa3

 

1 210

 

209

 

 3

 

20

 

 –

 

 –

 

1 442

 

A1-A3

 

1 609

 

1 851

 

452

 

120

 

207

 

 –

 

4 239

 

Baa1-Baa3

 

58

 

228

 

47

 

 –

 

 –

 

 –

 

333

 

Ba1-Ba3

 

57

 

 –

 

 –

 

 –

 

 –

 

 –

 

57

 

B1-B3

 

25

 

18

 

 –

 

 –

 

 –

 

 –

 

43

 

Caa1-Caa3

 

12

 

 –

 

 –

 

 –

 

 –

 

 –

 

12

 

Non-rated

 

172

 

10

 

 3

 

 –

 

 –

 

 –

 

185

Other

 

A1-A3

 

 –

 

245

 

 –

 

 –

 

 –

 

 –

 

245

Total

 

 

 

3 143

 

2 878

 

505

 

140

 

207

 

 –

 

6 873

2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Banks

 

Aaa

 

607

 

 –

 

 –

 

 –

 

 –

 

607

 

Aaa

 

 –

 

607

 

 –

 

 –

 

 –

 

 –

 

607

 

Aa1-Aa3

 

398

 

74

 

69

 

 –

 

 –

 

541

 

Aa1-Aa3

 

1 224

 

398

 

74

 

69

 

 –

 

 –

 

1 765

 

A1-A3

 

1 808

 

247

 

240

 

191

 

45

 

2 531

 

A1-A3

 

1 628

 

1 808

 

247

 

240

 

191

 

45

 

4 159

 

Baa1-Baa3

 

455

 

232

 

125

 

 –

 

 –

 

812

 

Baa1-Baa3

 

483

 

455

 

232

 

125

 

 –

 

 –

 

1 295

 

Ba1-B3

 

35

 

 –

 

 2

 

 –

 

 –

 

37

 

Ba1-Ba3

 

25

 

35

 

 –

 

 2

 

 –

 

 –

 

62

 

Non-rated

 

38

 

 –

 

 –

 

 –

 

 –

 

38

 

Non-rated

 

126

 

38

 

 –

 

 –

 

 –

 

 –

 

164

Governments

 

A1-A3

 

 1

 

 2

 

 –

 

 –

 

 –

 

 3

 

A1-A3

 

11

 

 1

 

 2

 

 –

 

 –

 

 –

 

14

Other

 

Aa1-Aa3

 

24

 

10

 

39

 

 –

 

 –

 

73

 

Aa1-Aa3

 

 –

 

24

 

10

 

39

 

 –

 

 –

 

73

 

A1-A3

 

10

 

53

 

78

 

 –

 

 –

 

141

 

A1-A3

 

 –

 

10

 

53

 

78

 

 –

 

 –

 

141

Total

 

 

 

3 376

 

618

 

553

 

191

 

45

 

4 783

 

 

 

3 497

 

3 376

 

618

 

553

 

191

 

45

 

8 280

2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Banks

 

Aaa

 

1 054

 

 –

 

 –

 

 –

 

 –

 

1 054

 

Aa1-Aa3

 

410

 

201

 

35

 

 –

 

 –

 

646

 

A1-A3

 

1 405

 

211

 

387

 

116

 

 –

 

2 119

 

Baa1-Baa3

 

893

 

728

 

 –

 

 –

 

 –

 

1 621

 

Ba1-Ba3

 

15

 

 –

 

 –

 

 –

 

 –

 

15

 

Non rated

 

42

 

 –

 

 –

 

 –

 

 –

 

42

Governments

 

A1-A3

 

 –

 

 –

 

274

 

53

 

 –

 

327

Other

 

Aa1-Aa3

 

45

 

30

 

 1

 

 –

 

 –

 

76

 

A1-A3

 

52

 

61

 

13

 

 –

 

 –

 

126

 

Baa1-Baa3

 

 6

 

13

 

 5

 

 –

 

 –

 

24

Total

 

 

 

3 922

 

1 244

 

715

 

169

 

 –

 

6 050

(1)

Bank Parent Company ratings are used here for bank groups. In some emerging markets countries, actual bank subsidiary ratings may differ from the Parent Company rating.

(2)

Fixed income and money-market investments include termbank deposits, structured deposits, investments in liquidity funds and investments in fixed income instruments classified as available-for-sale investmentsinstruments. Liquidity funds that invested mainly in bank securities are included under Banks and investments at fair value through profit and loss. Liquidityother liquidity funds are included under Other. Additionally, in 2017, liquidity funds that invested solely in government securities are included under Governments. Other liquidity funds are included under Banks.

(3)

Instruments that include a call feature have been presented at their final maturities, if any. Instruments that are contractually due beyond 3 months include EUR 472 million (EUR 701 million (EUR 566 million in 2016)2017) of instruments that have a call period of less than 3 months.

(4)

Includes EUR 5 millionThe Group has assessed credit quality of restricted investments (EUR 5 million in 2016) within fixed income and money-market investments. These are restricted financial assets under various contractual or legal obligations.of EUR 158 million (EUR 142 million in 2017) and has concluded that expected credit losses are not significant. These assets have been excluded from the table.

96% (97% in 2016) of the Group’s cash at bank of EUR 3 497 million (EUR 3 276 million in 2016) is held with banks of investment grade credit rating.

195


Table of Contents

Financial assets and liabilities subject to offsetting under enforceable master netting agreements and similar arrangements as of December 31:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Related amounts not set off in the
statement of financial position

 

 

 

 

 

 

 

 

 

Related amounts not set off in the
statement of financial position

 

 

EURm

 

Gross amounts of
financial assets/
(liabilities)

 

Gross amounts of
financial liabilities/
(assets) set off in the
statement of financial
position

 

Net amounts of financial
assets/ (liabilities) presented in the
statement of financial
position

 

Financial instruments
assets/(liabilities)

 

Cash collateral
received/(pledged)

 

Net amount

 

Gross amounts of

financial assets/

(liabilities)

 

Gross amounts of

financial liabilities/

(assets) set off in the statement of financial position

 

Net amounts of financial

assets/ (liabilities) presented in the

statement of financial position

 

Financial instruments

assets/(liabilities)

 

Cash collateral
received/(pledged)

 

Net amount

2018

 

 

 

 

 

 

 

 

 

 

 

 

Derivative assets

 

131

 

 –

 

131

 

104

 

15

 

12

Derivative liabilities

 

(178)

 

 –

 

(178)

 

(103)

 

(72)

 

(3)

Total

 

(47)

 

 –

 

(47)

 

 1

 

(57)

 

 9

2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative assets

 

197

 

 –

 

197

 

135

 

38

 

24

 

197

 

 –

 

197

 

135

 

38

 

24

Derivative liabilities

 

(268)

 

 –

 

(268)

 

(145)

 

(100)

 

(23)

 

(268)

 

 –

 

(268)

 

(145)

 

(100)

 

(23)

Total

 

(71)

 

 –

 

(71)

 

(10)

 

(62)

 

 1

 

(71)

 

 –

 

(71)

 

(10)

 

(62)

 

 1

2016

 

 

 

 

 

 

 

 

 

 

 

 

Derivative assets

 

235

 

 –

 

235

 

153

 

73

 

 9

Derivative liabilities

 

(236)

 

 –

 

(236)

 

(128)

 

(96)

 

(12)

Total

 

(1)

 

 –

 

(1)

 

25

 

(23)

 

(3)

The financial instruments subject to enforceable master netting agreements and similar arrangements are not offset in the consolidated statement of financial position where there is no intention to settle net or realize the asset and settle the liability simultaneously.

Liquidity risk

Liquidity risk is defined as financial distress or extraordinarily high financing costs arising from a shortage of liquid funds in a situation where outstanding debt needs to be refinanced or where business conditions unexpectedly deteriorate and require financing. Transactional liquidity risk is defined as the risk of executing a financial transaction below fair market value or not being able to execute the transaction at all within a specific period of time. The objective of liquidity risk management is to maintain sufficient liquidity, and to ensure that it is readily available fast enough without endangering its value in order to avoid uncertainty related to financial distress at all times.

188


Table of Contents

The Group aims to secure sufficient liquidity at all times through efficient cash management and by investing in short-term liquid interest-bearing securities and money-market investments. Depending on its overall liquidity position, the Group may pre-finance or refinance upcoming debt maturities before contractual maturity dates. The transactional liquidity risk is minimized by entering into transactions where proper two-way quotes can be obtained from the market.

Due to the dynamic nature of the underlying business, theThe Group aims to maintainensure flexibility in funding by maintaining committed and uncommitted credit lines. As of December 31, 20172018 committed revolving credit facilities totaled EUR 1 579 million (EUR 1 579 million in 2016)2017).

Significant current long-term funding programs as of December 31, 2017:

Issuer:

Program:

Issued

Nokia Corporation

Euro Medium-Term Note Program, totaling EUR 5 000 million

1 250

1,250

 

Significant current short-termlong-term funding programs as of December 31, 2017:2018:

 

 

 

 

 

Issuer:

Program:

Issued

Nokia Corporation

Local commercial paper program in Finland, totaling EUR 750 million

-

 –

196


Table of Contents

The following table presents an undiscounted cash flow analysis for financial liabilities and financial assets that are presented on the consolidated statement of financial position,position. Contingent financial assets and “off-balance sheet” instruments such as loan commitments,liabilities are presented according to their remaining contractual maturity. The line-by-line analysis does not directly reconcile with the consolidated statement of financial position.

 

 

 

 

 

 

 

 

 

 

 

 

 

EURm

 

Total

 

Due within
3 months

 

Due between
3 and  12 months

 

Due between
1 and 3 years

 

Due between
3 and 5 years

 

Due beyond
5 years

2017

 

 

 

 

 

 

 

 

 

 

 

 

Non-current financial assets

 

 

 

 

 

 

 

 

 

 

 

 

Long-term loans receivable

 

112

 

21

 

 –

 

77

 

 4

 

10

Current financial assets

 

 

 

 

 

 

 

 

 

 

 

 

Short-term loans receivable

 

92

 

 6

 

86

 

 –

 

 –

 

 –

Available-for-sale investments, including cash equivalents(1)

 

4 797

 

3 381

 

621

 

558

 

192

 

45

Bank and cash

 

3 497

 

3 497

 

 –

 

 –

 

 –

 

 –

Cash flows related to derivative financial assets gross settled:

 

 

 

 

 

 

 

 

 

 

 

 

Derivative contracts ̶ receipts

 

11 484

 

10 249

 

1 235

 

 –

 

 –

 

 –

Derivative contracts ̶ payments

 

(11 330)

 

(10 108)

 

(1 222)

 

 –

 

 –

 

 –

Accounts receivable(2)

 

5 633

 

4 297

 

1 208

 

107

 

21

 

 –

Non-current financial liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Long-term interest-bearing liabilities

 

(4 657)

 

(44)

 

(95)

 

(938)

 

(1 098)

 

(2 482)

Other long-term liabilities

 

(754)

 

 –

 

 –

 

(748)

 

 –

 

(6)

Current financial liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Short-term borrowings

 

(313)

 

(215)

 

(98)

 

 –

 

 –

 

 –

Cash flows related to derivative financial liabilities gross settled:

 

 

 

 

 

 

 

 

 

 

 

 

Derivative contracts ̶ receipts

 

10 278

 

8 265

 

280

 

573

 

486

 

674

Derivative contracts ̶ payments

 

(10 245)

 

(8 366)

 

(243)

 

(568)

 

(467)

 

(601)

Accounts payable

 

(3 996)

 

(3 731)

 

(251)

 

(9)

 

(3)

 

(2)

Contingent financial assets and liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Loan commitments given undrawn(3)

 

(495)

 

(71)

 

(172)

 

(174)

 

(78)

 

 –

Loan commitments obtained undrawn(4)

 

1 566

 

(1)

 

(3)

 

1 570

 

 –

 

 –

 

 

 

 

 

 

 

 

 

 

 

 

 

EURm

 

Total

 

Due within
3 months

 

Due between
3 and  12 months

 

Due between
1 and 3 years

 

Due between
3 and 5 years

 

Due beyond
5 years

2018

 

 

 

 

 

 

 

 

 

 

 

 

Non-current financial assets

 

 

 

 

 

 

 

 

 

 

 

 

Other non-current financial assets(1)

 

146

 

23

 

 –

 

48

 

25

 

50

Current financial assets

 

 

 

 

 

 

 

 

 

 

 

 

Current financial investments

 

612

 

231

 

381

 

 –

 

 –

 

 –

Other current financial assets excluding derivatives(2)

 

97

 

35

 

62

 

 –

 

 –

 

 –

Cash and cash equivalents(3)

 

6 271

 

5 796

 

125

 

142

 

208

 

 –

Cash flows related to derivative financial assets net settled:

 

 

 

 

 

 

 

 

 

 

 

 

Derivative contracts - receipts

 

22

 

 3

 

(6)

 

 8

 

 8

 

 9

Cash flows related to derivative financial assets gross settled:

 

 

 

 

 

 

 

 

 

 

 

 

Derivative contracts – receipts

 

11 428

 

9 506

 

1 017

 

151

 

46

 

708

Derivative contracts – payments

 

(11 093)

 

(9 463)

 

(1 008)

 

(124)

 

(17)

 

(481)

Trade receivables

 

4 851

 

3 998

 

774

 

79

 

 –

 

 –

Non-current financial liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Long-term interest-bearing liabilities

 

(3 918)

 

(28)

 

(72)

 

(730)

 

(604)

 

(2 484)

Current financial liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Short-term interest-bearing liabilities

 

(1 024)

 

(470)

 

(554)

 

 –

 

 –

 

 –

Other financial liabilities excluding derivatives

 

(731)

 

 –

 

(731)

 

 –

 

 –

 

 –

Cash flows related to derivative financial liabilities gross settled:

 

 

 

 

 

 

 

 

 

 

 

 

Derivative contracts – receipts

 

12 251

 

9 863

 

1 335

 

68

 

482

 

503

Derivative contracts – payments

 

(12 236)

 

(9 944)

 

(1 347)

 

(20)

 

(459)

 

(466)

Trade payables

 

(4 773)

 

(4 645)

 

(104)

 

(23)

 

 –

 

(1)

Contingent financial assets and liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Loan commitments given undrawn(4)

 

(313)

 

(14)

 

(30)

 

(153)

 

(77)

 

(39)

Loan commitments obtained undrawn(5)

 

2 323

 

249

 

(3)

 

2 077

 

 –

 

 –

(1)

Other non-current financial assets include long-term customer and vendor financing related loan receivables as well as certain other long-term loan receivables that have been presented in other non-current financial assets in the consolidated statement of financial position.

(2)

Other current financial assets excluding derivatives include short-term customer and vendor financing related loan receivables that have been presented in other financial assets in the consolidated statement of financial position.

(3)

Instruments that include a call feature have been presented at their final maturities, if any. Instruments that are contractually due beyond 3 months include EUR 472 million of instruments that have a call period of less than 3 months.

(4)

Loan commitments given undrawn have been included in the earliest period in which they could be drawn or called.

(5)

Loan commitments obtained undrawn have been included based on the period in which they expire. These amounts include related commitment fees.

 

189


Table of Contents

 

 

 

 

 

 

 

 

 

 

 

 

 

EURm

    

Total

    

Due within
 3 months

    

Due between 3
 and 12 months

    

Due between
 1 and 3 years

    

Due between
 3 and 5 years

    

Due beyond
 5 years

2017

 

  

 

  

 

  

 

  

 

  

 

  

Non-current financial assets

 

  

 

  

 

  

 

  

 

  

 

  

Long-term loan receivables

 

112

 

21

 

 –

 

77

 

 4

 

10

Current financial assets

 

  

 

  

 

  

 

  

 

  

 

  

Short-term loan receivables

 

92

 

 6

 

86

 

 –

 

 –

 

 –

Current financial investments and cash equivalents(1)

 

4 797

 

3 381

 

621

 

558

 

192

 

45

Bank and cash

 

3 497

 

3 497

 

 –

 

 –

 

 –

 

 –

Cash flows related to derivative financial assets gross settled:

 

 

 

 

 

 

 

 

 

 

 

 

Derivative contracts - receipts

 

11 484

 

10 249

 

1 235

 

 –

 

 –

 

 –

Derivative contracts - payments

 

(11 330)

 

(10 108)

 

(1 222)

 

 –

 

 –

 

 –

Trade receivables(2)

 

5 633

 

4 297

 

1 208

 

107

 

21

 

 –

Non-current financial liabilities

 

  

 

  

 

  

 

  

 

  

 

  

Long-term interest-bearing liabilities

 

(4 657)

 

(44)

 

(95)

 

(938)

 

(1 098)

 

(2 482)

Other long-term liabilities

 

(754)

 

 –

 

 –

 

(748)

 

 –

 

(6)

Current financial liabilities

 

  

 

  

 

  

 

  

 

  

 

  

Short-term interest-bearing liabilities

 

(313)

 

(215)

 

(98)

 

 –

 

 –

 

 –

Cash flows related to derivative financial liabilities gross settled:

 

  

 

  

 

  

 

  

 

  

 

  

Derivative contracts - receipts

 

10 278

 

8 265

 

280

 

573

 

486

 

674

Derivative contracts - payments

 

(10 245)

 

(8 366)

 

(243)

 

(568)

 

(467)

 

(601)

Trade payables

 

(3 996)

 

(3 731)

 

(251)

 

(9)

 

(3)

 

(2)

Contingent financial assets and liabilities

 

  

 

  

 

  

 

  

 

  

 

  

Loan commitments given undrawn(3)

 

(495)

 

(71)

 

(172)

 

(174)

 

(78)

 

 –

Loan commitments obtained undrawn(4)

 

1 566

 

(1)

 

(3)

 

1 570

 

 –

 

 –

(1)

Instruments that include a call feature have been presented at their final maturities, if any. Instruments that are contractually due beyond 3 months includeincluded EUR 701 million of instruments that have a call period of less than 3 months.months in 2017.

(2)

Accounts receivableTrade receivables maturity analysis doesdid not include accrued receivables of EUR 1 247 million.

(3)

Loan commitments given undrawn have been included in the earliest period in which they could be drawn or called.

(4)

Loan commitments obtained undrawn have been included based on the period in which they expire. These amounts include related commitment fees.

 

37. Subsequent events

Non-adjusting events after the reporting period

Changes in organizational structure

The Group announced organizational changes to accelerate its strategy execution on October 25, November 22 and December 31, 2018. Starting January 1, 2019, the Group revised its financial reporting structure to better reflect its strategy, organizational structure and the way it evaluates operational performance and allocates resources. As of the first quarter 2019, the Group will have three reportable segments: (i) Networks, (ii) Nokia Software and (iii) Nokia Technologies. In addition, the Group will disclose segment-level data for Group Common and Other. For each reportable segment, the Group will provide detailed financial disclosure, including net sales and operating profit.

In addition, the Group will provide net sales disclosure for the following businesses: (i) Mobile Access, (ii) Fixed Access, (iii) IP Routing and (iv) Optical Networks, which together comprise the new Networks reportable segment. The Group will also provide separate net sales disclosure for its different customer types: (i) Communication Service Providers, (ii) Enterprises and (iii) Licensees. Net sales by region will be provided at the Group level.

Financing transactions

On February 4, 2019, the Group repaid EUR 231 million 6.75% Senior Notes in cash at the maturity.

On February 14, 2019, the availability period of EUR 250 million loan facility with the Nordic Investment Bank (NIB) was extended until August 2019.

On March 11, 2019, the Group issued a tranche of senior unsecured notes in an aggregate principal amount of EUR 750 million. The notes will mature on March 11, 2026, and have a 2.00% fixed coupon.

197190


 

Table of Contents

 

 

 

 

 

 

 

 

 

 

 

 

 

EURm

    

Total

    

Due within
 3 months

    

Due between 3
 and 12 months

    

Due between
 1 and 3 years

    

Due between
 3 and 5 years

    

Due beyond
 5 years

2016

 

  

 

  

 

  

 

  

 

  

 

  

Non-current financial assets

 

  

 

  

 

  

 

  

 

  

 

  

Long-term loans receivable

 

150

 

 –

 

 2

 

86

 

32

 

30

Current financial assets

 

  

 

  

 

  

 

  

 

  

 

  

Short-term loans receivable

 

62

 

32

 

28

 

 2

 

 –

 

 –

Investments at fair value through profit and loss

 

326

 

 –

 

 1

 

272

 

53

 

 –

Available-for-sale investments, including cash equivalents(1)

 

5 753

 

3 935

 

1 248

 

453

 

117

 

 –

Bank and cash

 

3 276

 

3 276

 

 –

 

 –

 

 –

 

 –

Cash flows related to derivative financial assets net settled:

 

 

 

 

 

 

 

 

 

 

 

 

Derivative contracts ̶ receipts

 

42

 

18

 

(6)

 

30

 

 –

 

 –

Cash flows related to derivative financial assets gross settled:

 

 

 

 

 

 

 

 

 

 

 

 

Derivative contracts ̶ receipts

 

8 221

 

6 473

 

492

 

1 038

 

13

 

205

Derivative contracts ̶ payments

 

(7 942)

 

(6 404)

 

(440)

 

(962)

 

(5)

 

(131)

Accounts receivable(2)

 

5 895

 

4 430

 

1 354

 

106

 

 5

 

 –

Non-current financial liabilities

 

  

 

  

 

  

 

  

 

  

 

  

Long-term interest-bearing liabilities

 

(5 807)

 

(85)

 

(140)

 

(1 955)

 

(269)

 

(3 358)

Current financial liabilities

 

  

 

  

 

  

 

  

 

  

 

  

Short-term borrowings

 

(372)

 

(255)

 

(116)

 

(1)

 

 –

 

 –

Cash flows related to derivative financial liabilities gross settled:

 

  

 

  

 

  

 

  

 

  

 

  

Derivative contracts ̶ receipts

 

8 948

 

7 727

 

925

 

248

 

48

 

 –

Derivative contracts ̶ payments

 

(9 187)

 

(7 867)

 

(995)

 

(272)

 

(53)

 

 –

Accounts payable

 

(3 781)

 

(3 600)

 

(152)

 

(29)

 

 –

 

 –

Contingent financial assets and liabilities

 

  

 

  

 

  

 

  

 

  

 

  

Loan commitments given undrawn(3)

 

(223)

 

(30)

 

(83)

 

(110)

 

 –

 

 –

Loan commitments obtained undrawn(4)

 

1 564

 

(1)

 

(3)

 

1 568

 

 –

 

 –

(1)

Instruments that include a call feature have been presented at their final maturities, if any. Instruments that are contractually due beyond 3 months included EUR 566 million of instruments that have a call period of less than 3 months in 2016.

(2)

Accounts receivable maturity analysis did not include accrued receivables of EUR 1 077 million.

(3)

Loan commitments given undrawn have been included in the earliest period in which they could be drawn or called.

(4)

Loan commitments obtained undrawn have been included based on the period in which they expire. These amounts include related commitment fees. 

198


Table of Contents

Report of independent registered public accounting firm

To the Board of Directors and shareholders of Nokia Corporation

Opinions on the financial statements and internal control over financial reporting

We have audited the accompanying consolidated statement of financial position of Nokia Corporation and its subsidiaries (the Company) as of December 31, 20172018 and 2016,2017, and the related consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in shareholders’ equity and consolidated statement of cash flows for each of the three years in the period ended December 31, 2017,2018, including the related notes (collectively referred to as the “consolidated financial statements”).  We also have audited the Company’s internal control over financial reporting as of December 31, 2017,2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”)(COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 20172018 and 2016,2017, and the results of theirits operations and theirits cash flows for each of the three years in the period ended December 31, 20172018 in conformity with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board and 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, 2017,2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Change in Accounting Principles

As discussed in Note 3 to the consolidated financial statements, the Company changed the manner in which it accounts for revenue from contracts with customers and the manner in which it accounts for financial instruments in 2018.

Basis for opinions

The Company's management is responsible for these consolidated 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'sManagement's Annual Report on Internal Control over Financial Reporting”Reporting appearing under Item 15 of the Annual Report on Form 20-F for the fiscal year ended December 31, 2017.2018.  Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. 

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.  Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.  Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.  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 opinions.

Definition and limitations of internal control over financial reporting

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.

 

/s/ PricewaterhouseCoopers Oy

Helsinki, Finland

March 22, 201821, 2019

 

We have served as the Company’s auditor since 1987.

199191


 

Table of Contents

Index

Other information

Contents

 

 

Exhibits 

201193

Key ratios

194

Glossary of terms 

202195

Investor information 

206198

Contact information 

207199

Signatures 

208200

 

 

200192


 

Table of Contents

Exhibits

 

 

1

Articles of Association of Nokia Corporation (incorporated by reference to Exhibit 1 of our annual report on Form 20-F filed with the Securities and Exchange Commission on March 23, 2017 (File No. 1-13202)).

 

 

6

Refer to Note 13,14, Earnings per share, of our consolidated financial statements included in this annual report on Form 20‑F,
for information on how earnings per share information was calculated.

 

 

8

Refer to Note 32, Principal Group companies, of our consolidated financial statements included in this annual report on Form 20‑F, for more information on our significant subsidiaries.

11

Code of Ethics

 

 

12.1

Certification of Rajeev Suri, President and Chief Executive Officer of Nokia Corporation, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

12.2

Certification of Kristian Pullola, Group Chief Financial Officer of Nokia Corporation, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.

 

 

13

Certification, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

15(a)

Consent of Independent Registered Public Accounting Firm.

 

 

101

Interactive Data Files (XBRL – Related Documents)

 

201193


 

Table of Contents

Key ratios

Earnings per share (basic)

Profit attributable to equity holders of the parent

Weighted average number of shares in issue

Earnings per share (diluted)

Profit attributable to equity holders of the parent adjusted for the effect of dilution

Adjusted weighted average number of shares

P/E ratio

Closing share price as of December 31

Earnings per share (basic) for Continuing operations

Payout ratio

Dividend per share

Earnings per share (basic) for Continuing operations

Dividend yield %

Dividend per share

Closing share price as of December 31

Shareholders’ equity per share

Capital and reserves attributable to equity holders of the parent

Number of shares as of December 31 - number of treasury shares as of December 31

Market capitalization

(Number of shares as of December 31 - number of treasury shares as of December 31) x closing share price as of December 31

Share turnover %

Number of shares traded during the year

Average number of shares during the year

Total cash and current financial investments

Cash and cash equivalents and current financial investments

Net cash and current financial investments

Total cash and current financial investments - interest-bearing liabilities

194


Table of Contents

Glossary of terms

3G (Third Generation Mobile Communications): The third generation of mobile communications standards designed for carrying both voice and data generally using WCDMA or close variants.

4G (Fourth Generation Mobile Communications): The fourth generation of mobile communications standards based on LTE, offering IP data connections only and providing true broadband internet access for mobile devices. Refer also to LTE.

4.5G Pro: Our next step in a technology path that will optimize the journey to 5G. Powered by the 5G-ready AirScale, 4.5G Pro delivers ten times the speeds of initial 4G networks, enabling operators to offer gigabit peak data rates to meet growing demands from the programmable world. Using extended carrier aggregation techniques across up to five frequency bands, operators will be able to leverage their diverse paired (FDD) and unpaired (TDD) licensed spectrum as well as unlicensed spectrum.

4.9G: Our evolutionary step to enable future service continuity with 5G network fabric. Expected by the end of 2017, 4.9G will provide significant increases in capacity and several gigabits of speed-per-second on the path to 5G. This will include allowing additional numbers of carriers to be aggregated, opening the door to additional licensed and unlicensed spectrum, and advancing the radio systems to allow highly directional antennas to be used and to allow signals sent via multiple transmit/receive paths to be added together.

5G (Fifth Generation Mobile Communications): The next major phase of mobile telecommunications standards. 5G will be the set of technical components and systems needed to handle new requirements and overcome the limits of current systems.

Access network: A telecommunications network between a local exchange and the subscriber station.

Airframe: Our 5G-ready, end-to-end data center solution that combines the benefits of Cloud computing technologies with the requirements of the core and radio telecommunications world. It is available in Rackmount and Open Compute Project (OCP) form factors. This enables the solution to be very scalable: from small distributed latency-optimized data centers, all the way to massive centralized hyper scale data center deployment.

AirScale Radio Access: A 5G-ready complete radio access generation that helps operators address the increasing demands of today and tomorrow. The solution comprises: Nokia AirScale Base Station with multiband RF elements and system modules; Nokia AirScale Active Antennas; Cloud RAN with Nokia AirScale Cloud Base Station Server and the Cloud-based AirScale RNC for 3G; Nokia AirScale Wi-Fi; common software; and services which use intelligent analytics and extreme automation to maximize the performance of hybrid networks.

Alcatel Lucent SA:SA or Alcatel Lucent: Alcatel Lucent, a subsidiary of Nokia Corporation.

Altiplano: Nokia's cloud-native software platform, Altiplano, is uniquely designed for the SDN/NFV space, renewing operators' ability to scale by centralizing and virtualizing network functionality that was traditionally embedded in the access equipment. Altiplano offers intuitive business logic to cut across traditional network management silos and auto-align the network. Leveraging open interfaces, open data models and open industry initiatives, Altiplano allows operators to integrate Nokia SDAN easily in a multivendor environment.

API (Application Programming Interface): A set of routines, protocols, and tools for building software applications, specifying how software components should interact.

Nokia Software: Our business group offering carrier-grade software applications and platforms to provide operations and business support systems, build, deliver, and optimize services, enable their monetization, and to improve customer experience.

Bandwidth: The width of a communication channel, which affects transmission speeds over that channel.

Base station: A network element in a mobile network responsible for radio transmission and reception to or from the mobile station.

Broadband: The delivery of higher bandwidth by using transmission channels capable of supporting data rates greater than the primary rate of 9.6 Kbps.

CDMA (Code Division Multiple Access): A technique in which radio transmissions using the same frequency band are coded in a way that a signal from a certain transmitter can be received only by certain receivers.

Churn: Churn rate is a measure of the number of customers or subscribers who leave their service provider, e.g. a mobile operator, during a given time period.

Cloud: Cloud computing is a model for enabling ubiquitous, convenient, on-demand network access to a shared pool of configurable computing resources (e.g., networks, servers, storage, applications and services) that can be rapidly provisioned and released with minimal management effort.

CloudBand: Our Cloud management and orchestration solutions enabling a unified Cloud engine and platform for NFV.

Cloud Native Core: Optimizes Cloud core applications and architecture to support massive IoT, mobile broadband and the 5G programmable world.

Continuing operations: Refers to the Continuing operations following the acquisition of Alcatel Lucent, the Salesale of the HERE Businessbusiness in 2015 and the Salesale of the D&S Businessbusiness in 2014. Our Continuing operations in 20172018 included two businesses: our Networks business and Nokia Technologies.

Converged Core: A business unit of our Mobile Networks business group providing solutions for the core network of the future.

Convergence: The coming together of two or more disparate disciplines or technologies. Convergence types are, for example, IP convergence, fixed-mobile convergence and device convergence.

Core network: A combination of exchanges and the basic transmission equipment that together form the basis for network services.

CSPs: Communications service providers.

202


Table of Contents

Customer Experience Management: Software suite used to manage and improve the customer experience, based on customer, device and network insights.

Devices & Services: Our former mobile device business, substantially all of which was sold to Microsoft.

DevOps: An agile software engineering culture and practice that aims at unifying software development (Dev) and software operation (Ops).

Digital: A signaling technique in which a signal is encoded into digits for transmission.

Discontinued operations: Mainly refers to the divestment of our HERE business to an automotive consortium and the sale of substantially all of our Devices & Services business to Microsoft.

Ecosystem: An industry term to describe the increasingly large communities of mutually beneficial partnerships that participants such as hardware manufacturers, software providers, developers, publishers, entertainment providers, advertisers and ecommerce specialists form in order to bring their offerings to market. At the heart of the major ecosystems in the mobile devices and related services industry is the operating system and the development platform upon which services are built.

Engine: Hardware and software that perform essential core functions for telecommunication or application tasks.

ETSI (European Telecommunications Standards Institute): Standards produced by the ETSI contain technical specifications laying down the characteristics required for a telecommunications product.

Fixed Networks: Our Fixed Networks business group provides copper and fiber access products, solutions, and services.

195


Table of Contents

Future X: A network architecture—architecture - a massively distributed, cognitive, continuously adaptive, learning and optimizing network connecting humans, senses, things, systems, infrastructure, processes.

G.fast: A fixed broadband technology able to deliver up to 1Gbps over very short distances (for example, for in-building use, also called “Fiber-to-the-Building”). Launched in 2014, G.fast uses more frequencies and G.fast Vectoring techniques to achieve higher speeds.

Global Delivery Center: A remote service delivery center with a pool of services experts, automated tools and standardized processes to ensure that services across the entire network life cycle are delivered to operators globally.

Global Services: Our Global Services business group provides mobile operators with a broad range of services, including professional services, network implementation and customer care services.

GPON (Gigabit Passive Optical Networking): A fiber access technology that delivers 2.5Gbps over a single optical fiber to multiple end points including residential and enterprise sites.

GSM (Global System for Mobile Communications): A digital system for mobile communications that is based on a widely-accepted standard and typically operates in the 900 MHz, 1800 MHz and 1900 MHz frequency bands.

HERE: A former Nokia company focused on mapping and location intelligence services, which was divested to an automotive consortium in 2015.

IFRS (International Financial Reporting Standards): International Financial Reporting Standards as issued by the International Accounting Standards Board and in conformity with IFRS as adopted by the European Union.

Implementation patents: Implementation patents include technologies used to implement functionalities in products or services which are not covered by commitments to standards-setting organizations, so they typically offer product differentiation by giving competitive advantage, such as increased performance, smaller size or improved battery life, and the patent owner has no obligation to license them to others.

Internet of Things (IoT): All things such as cars, the clothes we wear, household appliances and machines in factories connected to the Internet and able to automatically learn and organize themselves.

Industrial design: Design process applied for products that will be manufactured at mass scale.

Internet Protocol: A network layer protocol that offers a connectionless internet work service and forms part of the TCP/IP protocol.

IP (Intellectual Property): Intellectual property results from original creative thought, covering items such as patents, copyright material and trademarks, as well as business models and plans.

IP Multimedia Subsystem (IMS): Architectural framework designed to deliver IP-based multimedia services on telecommunications networks; standardized by 3GPP.

IPR (Intellectual Property Right): Legal right protecting the economic exploitation of intellectual property, a generic term used to describe products of human intellect, for example patents, that have an economic value.

IPR licensing: Generally refers to an agreement or an arrangement where a company allows another company to use its intellectual property (such as patents, trademarks or copyrights) under certain terms.

IP/Optical Networks: Our IP/Optical Networks business group provides the key IP routing and optical transport systems, software and services to build high capacity network infrastructure for the internet and global connectivity.

203


Table of Contents

Lightspan: The Nokia Lightspan family delivers programmable access nodes, specifically designed for SDAN use cases, which bring data center practices to the central office and introduce cloud and operational agility to the copper/fiber outside plant. The innovative and compact Lightspan hardware comes with powerful processing, increased throughput and power-efficient design. It features the Lightspan SX-16F, the world's first 16-port reverse-powered G.fast micro-node which can be safely reverse-powered from the home. It also includes the Lightspan CF-24W, a stackable software-defined optical line terminal (OLT) that delivers the industry's highest next-generation PON (NG-PON) capacity in a single one-rack unit.

LTE (Long-Term Evolution): 3GPP radio technology evolution architecture and a standard for wireless communication of high-speed data. Also referred to as 4G, refer to 4G above.

LTE-M: An IoT radio technology addressing demanding IoT applications needs with low to mid-volume data use of up to about 1Mbps. The technology also simplifies modems by about 80%.

Mobile broadband: Refers to high-speed wireless internet connections and services designed to be used from arbitrary locations.

Mobile Broadband: A segment within Nokia Networks in 2015. Mobile Broadband provided mobile operators with radio and core network software together with the hardware needed to deliver mobile voice and data services.

Mobile Networks: Our Mobile Networks business group offers an industry-leading portfolio of end-to-end mobile networking solutions comprising hardware, software, and services for telecommunications operators, enterprises, and related markets/verticals such as public safety and IoT.

Networks business: Comprised the Mobile Networks, Fixed Networks, Global Services, Nokia Software, and IP/Optical Networks business groups in 2017.

NFC (Near Field Communication): A short-range wireless technology that enables people to connect one NFC-enabled device with another, or to read an NFC tag. By bringing one NFC-enabled mobile device close to another NFC device, or to an NFC tag, people can easily share content, access information and services, or pay for goods.2018.

NFV (Network Functions Virtualization): Principle of separating network functions from the hardware they run on by using virtual hardware abstraction.

Nokia Bell Labs: Our research arm discovering and developing the technological shifts needed for the next phase of human existence as well as exploring and solving complex problems to radically redefine networks.

Nokia Enterprise: Recognizing the growth potential of our business within the enterprise customer segment, we created a new business group, Nokia Enterprise, effective January 1, 2019. Our Enterprise business group addresses the mission- and business-critical networking requirements of asset-intensive industries such as transportation, energy, manufacturing and logistics – as well as governments and smart cities.

Nokia Networks: Our former business focused on mobile network infrastructure software, hardware and services.

Nokia Software: Our business group offering carrier-grade software applications and platforms to provide operations and business support systems, build, deliver, and optimize services, enable their monetization, and to improve customer experience.

Nokia Technologies: Our business focused on advanced technology development and licensing.

NSN (Nokia Solutions and Networks): The former name of our Networks business. From 2007, NSN was known as Nokia Siemens Networks until we acquired Siemens’ 50% stake in the joint venture in 2013.

Nuage Networks: A wholly owned subsidiary of Alcatel Lucent, delivers a SDN solution to eliminate key data center network constraints that hinder Cloud services adoption.

196


Table of Contents

Operating system (OS): Software that controls the basic operation of a computer or a mobile device, such as managing the processor and memory. The term is also often used to refer more generally to the software within a device, including, for instance, the user interface.

OZO: Our professional Virtual Reality camera, crafted by Nokia Technologies.

OZO Live: Software product, running on reference hardware, that enables real-time 3D 360 stitching for VR broadcasting at scale.

Packet: Part of a message transmitted over a packet switched network.

Picocell: A small cellular base station typically covering a small area typically up to 200 meters wide. Typically used to extend coverage to indoor areas or to add network capacity in areas with very dense phone usage, such as train stations.

Platform: Software platform is a term used to refer to an operating system or programming environment, or a combination of the two.

PON (Passive Optical Networking): A fiber access architecture in which unpowered Fiber Optic Splitters are used to enable a single optical fiber to serve multiple end-points without having to provide individual fibers between the hub and customer.

Programmable World: A world where connectivity will expand massively, linking people as well as billions of physical objects—objects - from cars, home appliances and smartphones, to wearables, industrial equipment and health monitors. What distinguishes the Programmable World from the Internet of Things is the intelligence that is added to data to allow people to interpret and use it, rather than just capture it.

RAN (Radio Access Network): A mobile telecommunications system consisting of radio base stations and transmission equipment.

SDAN: Software Defined Access NetworkNetwork.

SDN (Software Defined Networking): An approach to computer networking that decouples the network control and forwarding functions enabling the network control to become programmable and the underlying hardware to be abstracted.

SD-WAN: Software-defined networking in a wide area network (WAN). An SD-WAN simplifies the management and operation of a WAN by decoupling the networking hardware from its control mechanism.

SEPs (Standard-Essential Patents): Generally, patents needed to produce products which work on a standard, which companies declare as essential and agree to license on fair, reasonable and non-discriminatory (FRAND) terms.

Service Delivery Hub: Smaller service delivery centers, typically focused on specific technology or language.

204


Table of Contents

Shared Data Layer (SDL): A highly reliable, scalable and readily-available data store in the Cloud. Moving subscribers and session data to SDL and using this shared data in an open ecosystem enable rapid innovations of services and faster revenue growth due to better insight into subscriber behavior.

Single RAN: Single RAN allows different radio technologies to be provided at the same time from a single base station, using a multi-purpose platform.

Small cells: Low-powered radio access nodes (micro cells or picocells) that are a vital element in handling very dense data traffic demands. 3G and LTE small cells use spectrum licensed by the operator; WiFi uses unlicensed spectrum which is therefore not under the operator’s exclusive control.

SON (Self-Organizing Network): An automation technology designed to make the planning, configuration, management, optimization and healing of mobile radio access networks simpler and faster.

TD-LTE (Time Division Long-Term Evolution, also known as TDD (Time Division Duplex)): An alternative standard for LTE mobile broadband networks. Time Division means that a single connection is used alternately to carry data from the base station to the mobile device (“downlink”) and then from the mobile device to the base station (“uplink”).

Technology licensing: Generally refers to an agreement or arrangement where under certain terms a company provides another company with its technology and possibly know-how, whether protected by intellectual property or not, for use in products or services offered by the other company.

Telco Cloud: Applying Cloud computing, SDN and NFV principles in telecommunications environment, e.g. separating application software from underlying hardware with automated, programmable interfaces while still retaining telecommunications requirements such as high availability and low latency.

Transmission: The action of conveying signals from one point to one or more other points.

TWDM-PON (Time Wavelength Division Multiplexing Passive Optical Network): The latest generation fiber access technology, which uses multiple wavelengths to deliver up to 40Gbps total capacity to homes, businesses, and base stations. Also known as NG-PON2.

TXLEs (Technical extra-large enterprises): Technically sophisticated companies, such as banks, that invest heavily in their own network infrastructures to gain a key competitive advantage.

vDAA: Virtualized Distributed Access Architecture

VDSL2 (Very High Bit Rate Digital Subscriber Line 2): A fixed broadband technology, the successor of ADSL. Launched in 2007, it typically delivers a 30Mbps broadband service from a street cabinet (also called a “Fiber-to-the-Node” deployment) over existing telephone lines.

VDSL2 Vectoring: A fixed broadband technology launched in 2011, able to deliver up to 100Mbps over a VDSL2 line by applying noise cancellation techniques to remove cross-talk between neighboring VDSL2 lines.

Virtual Reality (VR): The simulation of a three-dimensional image or environment that can be interacted with in a seemingly real or physical way by a person using special electronic equipment, such as a helmet with a screen inside or gloves fitted with sensors.

VoLTE (Voice over LTE): Required to offer voice services on an all-IP LTE network and generally provided using IP Multimedia Subsystem.

Vplus: A fixed broadband technology, between VDSL2 Vectoring and G.fast in terms of bandwidth and distances, typically used in FTTN (ode) deployments. Launched in 2015, it delivers up to 300Mbps and has been standardized as VDSL2 35b.

WAN (Wide Area Networking): A geographically distributed private telecommunications network that interconnects multiple local area networks.

WCDMA (Wideband Code Division Multiple Access): A third-generation mobile wireless technology that offers high data speeds to mobile and portable wireless devices.

Webscales:Webscale companies: Companies—Companies - such as Google, Microsoft, and Alibaba—Alibaba - which are investing in Cloud technology and network infrastructure on an increasing scale to fulfill their needs for massive, mission-critical networks.

WLAN (Wireless Local Area Network): A local area network using wireless connections, such as radio, microwave or infrared links, in place of physical cables.

XG-FAST: A Nokia Bell Labs extension of G.fast technology, using even higher frequencies. Capable of delivering over 10Gbps, over 2 bonded telephone lines, over very short distances.

 

205197


 

Table of Contents

Investor information

Information on the internet

www.nokia.com

Available on the internet: financial reports, members of the Group Leadership Team, other investor-related materials and events, and press releases as well as environmental and social information, including our Sustainability Report, Code of Conduct, Corporate Governance Statement and Remuneration Statement.

SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC (http://www.sec.gov).

Investor Relations contacts

investor.relations@nokia.com

Annual General Meeting

Date:May 30, 201821, 2019

Place:Helsinki, Finland

Dividend

The Board proposes to the Annual General Meeting a dividend of EUR 0.190.20 per share for the year 2017.2018.

Financial reporting

Our interim reports in 20182019 are planned to be published on April 26, 2018,25, 2019, July 26, 201825, 2019 and October 25, 2018.24, 2019. The full-year 20182019 results are planned to be published in February 2019.January 2020.

Information published in 20172018

All our global press releases and statements published in 20172018 are available on the internet at www.nokia.com/en_int/news/releases.

Stock exchanges

The Nokia Corporation share is quoted on the following stock exchanges:

 

Symbol

Trading
currency

Nasdaq Helsinki (since 1915)

NOKIA

EUR

New York Stock Exchange (since 1994)

NOK

USD

Euronext Paris (since 2015)

NOKIA

EUR

 

Documents on display

The documents referred to in this annual report on Form 20‑F can be read at the Securities and Exchange Commission’s public reference facilitiesinternet site at 100 F Street, N.E., Room 1580, Washington, D.C. 20549.http://www.sec.gov.

206198


 

Table of Contents

Contact information

Nokia Head Office

Karaportti 3

FI‑02610 Espoo, Finland


FINLAND

Tel. +358 (0) 10 44 88 000


Fax +358 (0) 10 44 81 002

207199


 

Table of Contents

Signatures

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 Form 20‑F on its behalf.

Nokia Corporation

 

 

 

 

By:

/S/ TARJA SIPILÄKRIS LEMMENS

Name:

Tarja SipiläKris Lemmens

Title:

Vice President, Corporate ControllerDeputy Chief Financial Officer

 

 

 

 

By:

/S/ JUSSI KOSKINENESA NIINIMÄKI

Name:

Jussi KoskinenEsa Niinimäki

Title:

Vice President, Corporate Legal

 

 

March 22, 201821, 2019

 

208200