Performance for a world in motion

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1 Annual Report 2013 Performance for a world in motion For the online version of our annual report and to download the report see reports.nsn.com

2 View this report online reports.nsn.com Overview Who we are, what we do and 2013 in a nutshell. Governance guidelines and responsibilities. 01 Introduction 02 NSN in brief highlights 06 Industry trends 08 Corporate governance 11 Risk factors Business review Market trends; our strategy and transformation; information on our business units and markets. Financial review of Chief Executive Officer s strategic review 16 Leadership 18 Strategy 20 Transformation 22 Operational overview: business units 24 Operational overview: markets 26 Operating and Financial Review 44 Operational overview: sustainability 119 Glossary Financial statements The consolidated financial statements of the Group. 47 Financial statements

3 Introduction Performance for a world in motion For NSN, 2013 was about real world performance from our innovation to our company transformation. We are stronger, leaner, more focused, and more competitive than ever before. Our technology and our people took on the challenge presented by the massive increase in data usage in our customers networks, proving their worth to operators and to the people who rely on their networks every day of the year. On mobile devices, in operator KPIs, and in strongly improved profitability. Performance delivered. Overview Annual Report

4 NSN in brief The world s end-to-end specialist in mobile broadband In August 2013, NSN became wholly owned by Nokia with the new name of Nokia Solutions and Networks. On April 29, 2014, Nokia announced that NSN would be known as Networks, one of the three businesses of Nokia. With a stronger ownership structure and clear operational governance model, we maintain our resolute focus on our industry s sweet spot: mobile broadband. From the first ever call on GSM to the first call on LTE, we have operated at the forefront of each generation of mobile technology. Our global experts invent the new capabilities our customers need in their networks. We provide the world s most efficient mobile networks, the intelligence to maximize the value of those networks, and the services to make it all work seamlessly. Our customers are many of the world s largest and most innovative mobile operators. Among those rewarding us with their business in 2013 were Bharti Airtel, China Mobile, Deutsche Telekom, NTT DoCoMo, Softbank, Sprint, Telefónica, Verizon and Vodafone. To help these companies excel, we provide a mobile broadband and services portfolio for designing and building communications networks, operating and maintaining them, and enhancing the subscriber experience all with a focus on real world network performance. This portfolio is underpinned by one of the largest investments in R&D in the telecommunications industry, with a total annual expenditure of 1.8 billion in 2013 and approximately R&D personnel. These extensive R&D capabilities give us the ability to keep up with the pace of change in the telecommunications sector, where communications needs to be faster, smarter, more efficient, interconnected, context-aware and adaptive, driven by an evolving device landscape and exponential traffic growth. Business units Our Mobile Broadband business unit provides flexible and adaptable network solutions for mobile voice and data services. In Radio, our portfolio covers all radio technology generations; and our Core portfolio includes a comprehensive mobile switching portfolio and voice and packet core solutions. Our smartphone friendly Liquid software provides a high level of network capacity and performance. Our expertise in customer experience management, virtualization and software-rich solutions helps operators to deal with new technology trends such as cloud computing, big data, multi-media content, special events and security. The Global Services business unit provides mobile operators with a broad range of services, from network implementation to care services, managed services for network and service operations, network planning and optimization and systems integration. We use global and local services experts and centralized tools and architecture at two Global Delivery Centers and five Global Service Delivery Hubs around the world. Mobile Broadband Global Services 2 Nokia Solutions and Networks

5 NSN topped our 2013 base station competitive assessment for outstanding performance in innovation and implementation, and received high points all around for achieving best in class rank for the essential IP, advanced features, multi-protocol support and LTE RAN contracts criteria. Nick Marshall, Principal Analyst, ABI Research GTI Innovation Award 2014 Recognized by Global TD-LTE Initiative (GTI) for our Liquid Applications For NSN, 2013 was a year of transformation, during which we completed the majority of actions resulting from the major restructuring announced in November 2011, made headway in technology innovations and closed significant new business. In the last two years, we have laid a strong foundation for the future. Rajeev Suri, Chief Executive Officer, NSN Overview #1 Flexi Multiradio Base Station Three major South Korean operators, SK Telecom, LG U+ and Korea Telecom, launched LTE-Advanced commercially first in the world, using NSN s Flexi Multiradio Base Station We have one of the largest research and development commitments in the telecommunications industry We have operations in approximately 120 countries around the world with a diverse workforce employees Ranked as a Leader in the LTE IDC MarketScape* 10 Global Technology Centers with specific technology and competence profiles in China, Finland, Germany, Hungary, India, Poland, and the U.S. We are one of the largest companies in the world in our target market 11.2bn net sales 2013 * IDC MarketScape: Worldwide LTE Radio Infrastructure 2013 Vendor Analysis, Doc # , February Annual Report

6 2013 highlights Stronger, leaner and more focused In 2012, NSN laid the foundation for an improved financial performance in the first year of its transformation. In 2013 many of the results of that transformation became apparent with improved profitability and NSN s first ever net profit. Despite another year of restructuring, in 2013 the net cash position of NSN improved to EUR million. With six consecutive quarters of strong operating profitability and Nokia as the sole owner, NSN now has a solid financial foundation. Full-year sales 11.2bn Full-year sales of m down from m in The decline was primarily due to reduced wireless infrastructure deployment activity as well as divestments, currency fluctuations and the strategic exit of certain customer contracts and countries. Gross margin 36.7% Gross margin before specific items* of 36.7% up from 30.7% in 2012, reflecting improved efficiency in Global Services, an improved product mix and the divestment of less profitable businesses. Key financials 2013 EURm Net sales Operating profit before specific items Operating profit % before specific items 9.9% Operating profit after specific items 551 Operating profit % after specific items 4.9% Profit for the year 15 EBITDA before specific items The figures presented on an NSN standalone basis in this Annual Report may differ from those reported by Nokia Corporation ( Nokia ) due to the treatment of discontinued operations and certain accounting presentation differences. The Optical Networks Business has been presented as discontinued operations in our Consolidated Financial Statements for the years ended December 31, 2013 and * The before specific items financial measures exclude specific items for all periods: restructuring charges, country/contract exit charges, purchase price accounting related charges and other one-time charges. Operating profit 1.1bn Operating profit before specific items* of 1 105m up from 826m in 2012, reflecting improved gross margin and a decline in operating expenses before specific items* by 9%. Net cash and other liquid assets 1.7bn Continued focus on working capital management and cash generated from operations strengthened NSN s cash position compared to 1.3bn at the end of Nokia Solutions and Networks

7 Strategy working Refocused business on mobile broadband Improved execution and internal processes 6 consecutive quarters of strong operating profitability 91 of the world s top 100 mobile operators are our customers 91% Overview Two Emerging Technologies Awards at CTIA 2013 (Fuel Cell solution and Liquid Applications) #1 Quality improvement Over 93% of employees trained in Quality Since 2011, open customer defects reduced by almost 60% Confirmed outages cut by more than a third Research co-operation With China Mobile Research Institute 5G research with the NYU WIRELESS research center Founding member and chair of 5G public-private partnership between EU and 5G PPP Association Liquid Applications turn base stations into an intelligent part of a network. World s first proof-of-concept of Liquid Applications over LTE with SK Telecom of South Korea Acceleration We won key LTE contracts including China Mobile s and China Telecom s nationwide TD-LTE networks, with Sprint in the U.S. and with both TIM Brasil and Oi Brasil TD-LTE speed record NSN and Sprint achieved 2.6 Gbps TD-LTE throughput over a single sector Awareness Intelligence Operations Insight Innovative Services Annual Report

8 Industry trends Evolution in the context of industry change We have identified 10 key developments that are emerging in our industry. These shaped our strategy and point to what comes next in our fast-changing business environment. Industry consolidation >70% of the Radio market today occupied by three main players In a market faced with flat to modest growth, possible operator consolidation and the disruption of IT and telecommunications convergence, we believe supplier choices made by operators will lead to only a limited number of network infrastructure and related service vendors able to achieve or maintain the necessary scale in the future evolution of radio technology. Entry of new players 3IT and one telecom vendor for planning of AT&T s Domain 2.0 The convergence of IT and telecommunications enables a shift of network intelligence from telecom-specific platforms to generic data centers. This creates an opportunity for vendors to provide cloud technology and network function virtualization, and also an opportunity for both start-ups and established IT companies and may result in new participants entering our industry. Mobile data traffic growth +100% increase in traffic every year Mobile data continues its exponential pace of growth. Currently, mobile data traffic is increasing at a rate of 100% each year, with video streaming, internet access and social media as the main drivers. We predict that worldwide mobile data traffic will be 1 000x that of 2010 before the year Mixed radio technology environment 4generations of radio technologies Mobile networks have four generations of co-existing radio technologies that carry billions of devices. Operators must manage the complexity of multiple technologies, and modernize their networks in a fast-paced environment at a reasonable cost. Innovations like self-organizing networks and Single RAN will help to manage multiple technologies. Declining operator revenue growth 20% drop in SMS in Sweden in first half of 2013 compared to 2011 Operators revenues from traditional mobile voice and text messaging continues to decline as subscribers adopt over-the-top applications for voice and messaging, while the revenue growth from the data traffic appears to not be sufficient to maintain the past growth rates of operators overall revenues. Source for the industry trends is NSN and various public sources, unless stated otherwise. 6 Nokia Solutions and Networks

9 Network sharing and operator consolidation 50% cost savings by license sharing in Denmark Telco cloud and virtualization 6bn the virtualized telecom market worth USD 6 billion in 2018* Overview Network sharing presents opportunities to achieve scale and efficiency, improve customer experience and margins while addressing operators needs for spectrum, and paves a possible road for operator consolidation. Operators are facing a dual challenge of intense traffic growth and increasingly unpredictable traffic patterns in their networks, where data demand can double in just a few hours. Cloud technology and virtualization of core network can be deployed to provide solutions quickly and cost-efficiently as IT and IP hardware commoditize and transform to more software-driven solutions. Utilisation of spectrum assets and re-farming 55% spectrum savings Operators are reallocating data services to more efficient frequency spectrum bands, some unlicensed or presently occupied by television and radio broadcasts. Additionally, they are re-using free GSM frequencies to support 3G and 4G roll-outs. By doing this, operators can free up to 55% of their spectrum, and potentially double their average 3G and 4G data speeds. From data analytics to cognitive networks 50% fewer site visits Cognitive (or self-aware) networks sense, learn, reason and act on their own. Automation is the key to proactively solving problems, improving customer experience and protecting revenue. Extreme automation will help operators move from human-scale automation in hours or days to machine-scale automation in seconds or minutes. Spectrum availability 15% more spectrum per year Radio spectrum is a scarce and extremely expensive resource that is essential to an operator s ability to keep up with the lightning fast pace of mobile data traffic growth. While unlicensed spectrum and lower frequencies will present some opportunities, operators are still faced with the challenge of how to squeeze capacity out of their current spectrum. Summary of key developments In recent years, the most important trends affecting NSN have been the increase in the use of mobile data services and the resulting exponential increase in data traffic. With end-users replacing operator services such as voice telephony and SMS with over-the-top applications (e.g. Skype, WhatsApp), operators revenue growth is slowing down, and there is an increased need for efficiency for operators and network infrastucture and services vendors that may lead to industry consolidation to achieve scale. Other developments related to the need for greater efficiency are the mixed radio technology environment, increased network sharing and re-use of the scarce radio frequency spectrum as well as the use of cognitive network technologies. Additionally, the attempt to reduce costs and to increase agility is leading to the adoption of the emerging telecom cloud and network virtualization (enabled by the current convergence of IT and telecommunications) which may also result in new participants entering the telecommunications vendor market. * ABI Research, Research Analysis: Application: The SDN and NFV business case, July 22, For more information on industry trends see reports.nsn.com/#/industry-trends Annual Report

10 Corporate governance Ensuring a clear decision-making process On July 1, 2013, our shareholders announced an agreement where Nokia was to acquire Siemens 50% stake in NSN. The transaction closed on August 7, 2013, at which time NSN became a wholly owned subsidiary of Nokia. Corporate governance On July 1, 2013, our shareholders announced an agreement where Nokia was to acquire Siemens 50% stake in NSN. The transaction closed on August 7, 2013, at which time NSN became a wholly owned subsidiary of Nokia. Following the completion of the transaction, Rajeev Suri continued as the CEO of NSN. The NSN Board of Directors was adjusted to the new ownership structure, with the Siemens-appointed directors resigning. In addition, Jesper Ovesen stepped down on April 25, 2014 from his position as Executive Chairman of the Board upon the closing of Nokia s sale of substantially all of its Devices & Services business to Microsoft. On April 29, 2014, Nokia announced its new strategy program to optimize capital structure, and leadership team. Under its new strategy, Nokia will focus on its three businesses: Networks (formerly Nokia Solutions and Networks, or NSN), HERE and Technologies. Nokia Board of Directors has appointed Rajeev Suri as President and Chief Executive Officer of Nokia Corporation, effective May 1, Going forward, Networks will operate under the Nokia brand. The NSN name will no longer be used after a short phase-out period. To ensure efficiency and simplicity, the Nokia President and CEO will assume direct control of the Networks business and key leaders of that organization will report to him. 8 Nokia Solutions and Networks

11 The primary operative decision-making body for Nokia is the Nokia Group Leadership Team, which will be responsible for Nokia Group level matters, including the Nokia strategy and overall business portfolio. Effective May 1, 2014, the President and CEO Rajeev Suri will chair the Group Leadership Team, which will consist of the following members: Rajeev Suri as President and CEO of Nokia. Timo Ihamuotila as Executive Vice President and Group Chief Financial Officer. Michael Halbherr as CEO of HERE. NSN Board of Directors Composition Upon the changes related to our ownership structure in 2013 and Jesper Ovesen stepping down from his position as Executive Chairman upon the closing of Nokia s Devices & Services sale, our Board of Directors comprises on the date of this annual report of the following three directors: Timo Ihamuotila Chief Financial Officer and Interim President of Nokia Overview Henry Tirri as Executive Vice President, and acting Head of Technologies. Samih Elhage as Executive Vice President and Chief Financial and Operating Officer of Networks. In addition to the Nokia Group Leadership Team, Nokia also announced the appointment of Hans-Jürgen Bill as Executive Vice President of Human Resources, Barry French as Executive Vice President of Marketing and Corporate Affairs, and Maria Varsellona as Executive Vice President and Chief Legal Officer, effective May 1, The current senior management bodies of Networks described in the section NSN Senior Management, including the current Executive Board of NSN, are expected to continue with their current compositions. Louise Pentland Executive Vice President at Nokia, Chief Legal Officer Juha Äkräs Executive Vice President at Nokia, Human Resources Changes during 2013 During the year, there were the following outgoing Board Members: Barbara Kux (replaced by Klaus Helmrich in May 2013); Klaus Helmrich (resigned in August 2013), Joe Kaeser (resigned in August 2013); and Peter Solmssen (resigned in August 2013). Annual Report

12 Corporate governance NSN Senior management Our highest operative management body is the senior management team known as the Executive Board. The current members of the Executive Board, their roles and background are described on pages 16 and 17. The Executive Board reports to the Nokia President and Chief Executive Officer, and it meets on a monthly basis. The Nokia President and Chief Executive Officer chairs: The Executive Board, which drives our strategic agenda, sets long-term targets and makes company-wide policy decisions. The Executive Board is also responsible for monitoring market developments, fostering innovation, overseeing quality improvements, developing talent, shaping our values and culture, and change management. The Executive Management Team, which prepares our three-year financial plan and annual budget, manages financial performance, and makes day-to-day operational decisions as well as decisions relating to investments. The Executive Management Team also focuses on near-term performance management and forecasts, enforcement of policies and targets, and regional and business unit plans, goals and strategies. The Chief Financial and Operating Officer of Networks chairs: Monthly Business Reviews, the primary vehicles for driving operational business performance across units and markets, against our strategy and annual plan. The Portfolio Management Board, focused on strategic portfolio decision-making. This includes driving investment trade-off decisions on the existing commercial portfolio, deciding on new portfolio launches and phase-outs, and shaping the technology and architecture underpinning the evolution of our product and service offerings. The Business Transformation Board, focused on both completing our transformation as well as driving continuous improvement throughout the organization. Areas covered include Research and Development (R&D) efficiency, sales acceleration, operations optimization, services transformation, financial backbone, the continuation of our transformation, and various new interlock processes around procurement, operations, business units and Customer Operations The Commercial Committee, which sets the process and policy for sales operations and pricing decisions, and leads the commercial decision-making for major customer deals. This committee ensures appropriate transparency and scrutiny of key financial metrics, including profitability, project assets, and cash flow, as well as approve and track major commercial initiatives. 10 Nokia Solutions and Networks

13 Business review Risk factors Understanding the risks we face The summary below is a description of risk factors that could affect NSN. There may be, however, additional risks unknown to us and other risks currently believed to be immaterial that could turn out to be material. These risks, either individually or together, could adversely affect our business, sales, profitability, results of operations, financial condition, liquidity, market share, brand, and reputation from time to time. 1. Our strategy focuses on mobile broadband and accordingly our sales and profitability depend on our success in the mobile broadband infrastructure and related services market. We may fail to execute our strategy or to effectively and profitably adapt our business and operations in a timely manner to the increasingly diverse solution needs of our customers in that market or technological developments. Our success with our focus on mobile broadband infrastructure and related services is subject to various risks and uncertainties related to the intensity of the competition, consolidation of our customers or competitors, breadth of our product and services portfolio, our market recognition, ability to sustain or grow our net sales to maintain necessary scale, success in identifying and obtaining deals meeting our profitability targets, ability to attach our services sales to our broadband infrastructure sales and to pursue new services-led growth opportunities, as well as ability to maintain our efficient and low-cost operations. 2. We face intense competition and may fail to effectively and profitably invest in new competitive high-quality products, services, upgrades and technologies and to bring them to market in a timely manner and meeting related quality requirements. We may also be negatively impacted by changes in the competitive landscape related to the intensity of price competition, customer finance requirements, reduced investments by the operators, consolidation of our competitors, and new competitors entering into our industry as a result of acquisitions or shifts in technology. Further, quality issues related to our products and services may cause for instance delays in deliveries, service downtime, liabilities for network outages, 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. 3. Our sales, profitability and cash flow are dependent on the development of the telecommunications industry in numerous diverse markets, as well as on general and regional economic conditions. Continued uncertainty or any further deterioration in the global or relevant regional economic conditions may reduce the investments made by our customers in network infrastructure and related services; cause financial difficulties to our customers, suppliers and partners; reduce our ability to raise funding and provide extended payment terms; increase our interest expenses; increase volatility in exchange rates, result in inefficiencies due to related forecasting challenges; cause reductions in the future valuations of our investments and assets; or result in increased or more volatile taxes. 4. We are dependent on a limited number of customers and large multi-year contracts, and accordingly a loss of a single customer or issues related to a single contract can have a significant impact on us. As a result of the future consolidation, network sharing and joint procurement arrangements among our customers, it is possible that an even greater portion of our net sales will be attributable to a smaller number of large service contracts and we may be required to provide contract terms increasingly favorable to our customers. Further, large multi-year contracts include a risk that the timing of sales and results of operations associated with those contracts will differ from what was expected. Also, any suspension, termination or non-performance by us under the contracts may have a material adverse effect on us because our customers have demanded and may continue to demand stringent contract undertakings, such as penalties for contract violations. Overview Annual Report

14 Business review Risk factors 5. We are a company with global operations and with sales derived from and manufacturing facilities and suppliers located in various countries, exposing us to risks related to regulatory, political or other developments in various counties or regions. Additionally, emerging markets represent a significant portion of our total sales and expected industry growth while those markets carry higher degree of regulatory political risk and volatile economic conditions. Our business and investments in emerging market countries may be subject to risks and uncertainties, including political unrest, volatility of the local economy, unfavorable or unpredictable taxation treatment, exchange controls and other restrictions affecting to our ability to make cross-border transfers of funds, regulatory proceedings, unsound business practices, challenges in protecting our intellectual property rights, nationalization, inflation, currency fluctuations, or the absence of, or unexpected changes in, regulation as well as other unforeseeable operational risks. For instance, the recent events and instability in Ukraine and the international reaction to them may adversely affect our business or operations in Russia and Ukraine and/or related markets, including as a result of potential trade sanctions or economic uncertainly or slowdown resulting from these events. Further, in line with changes in our strategy, as well as in some cases a difficult political or business environment and an increasingly complicated trade sanctions environment, we have exited or reduced operations in certain areas or countries, with some of these exits or reductions in operations still ongoing. We continuously monitor international developments and assess the appropriateness of our presence and businesses in various markets. For instance, in the light of recent developments relating to Iran, we are assessing our position on performing business in Iran in compliance with all applicable trade sanctions and regulations, including potentially increasing our business activities with our existing customers in the country, while we work with them to find solutions to honor existing contractual obligations. Such actions may trigger additional investigations, including tax audits by authorities or claims by contracting parties. The result and costs of such investigations or claims may be difficult to predict and could lead to lengthy disputes, fines or fees, indemnities, or a settlement. 6. Our efforts aimed at managing and improving financial performance, cost savings and competitiveness may not lead to targeted results or improvements. Any failure by us to determine the appropriate prioritization of operating expenses and other costs, to identify and implement on a timely basis the appropriate measures to adjust our operating expenses and other costs accordingly, or to maintain achieved reduction levels, could have a material adverse effect on our business, results of operations and financial condition. 7. We are increasingly collaborating and partnering with third parties to develop technologies, products and services. Additionally, we have outsourced various activities to third parties and are relying on them to provide certain services to us. If any of the companies we partner and collaborate with were to fail to perform as planned or if we fail to achieve the collaboration or partnering arrangements needed to succeed, we may not be able to bring our products or services to market successfully or in a timely way. 8. We may fail to manage our manufacturing, service creation and delivery, as well as our logistics efficiently, and without interruption, or the limited number of suppliers we depend on may fail to deliver sufficient quantities of fully functional products and components or deliver timely services meeting our customers needs. We may experience difficulties in adapting our supply to meet the changing demand for our products and services, both ramping up and down production at our facilities and 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 and service creation and delivery process or achieving required efficiency and flexibility, whether we manufacture our products and create and deliver our services ourselves or outsource to third parties. 9. Our net sales, costs and results of operations, as well as our competitive position through the impact on our competitors and customers, are affected by exchange rate fluctuations, particularly between the euro, which is our reporting currency, and the US dollar, the Japanese yen and the Chinese yuan, as well as certain other currencies. 10. An unfavorable outcome of litigation, contract related disputes or allegations of health hazards associated with our business could have a material adverse effect on our business, results of operations, financial condition and reputation. 11. We have operations in a number of countries and, as a result, face complex tax regulations and practices and could be obligated to pay additional taxes in various jurisdictions. Further, our actual or anticipated performance, among other factors, could reduce our ability to utilize our deferred tax assets. 12 Nokia Solutions and Networks

15 12. Our operations rely on the efficient and uninterrupted operation of complex and centralized information technology systems and networks and we store certain personal and consumer data as part of our business operations. If a system or network inefficiency, cybersecurity breach, malfunction or disruption occurs, this could have a material adverse effect on our business and results of operations. 13. We may be adversely affected by negative developments with respect to the customer financing or extended payment terms we provide to our customers. In addition to the potential payment defaults by the customers, such developments may impair our ability to arrange, facilitate or provide needed financing, including longer or extended payment terms to customers, or to sell our customer receivables to improve our liquidity. 14. Our intellectual property (IP) portfolio includes various patented standardized or proprietary technologies on which our products and services depend and we also use our IP portfolio for revenue generation. Third parties may use without a license and unlawfully infringe our IP or commence actions seeking to establish the invalidity of the intellectual property rights of these technologies, or we may not be able to sufficiently invent new relevant technologies, products and services to develop and maintain our IP portfolio, maintain the existing sources of intellectual property related revenue or establish new sources. 15. Our products and services include increasingly complex technologies, some of which have been developed by us or licensed to us by certain third parties. As a result, evaluating the rights related to the technologies we use or intend to use is more and more challenging, and we may face claims that we could have allegedly infringed third parties intellectual property rights. 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. 16. We may be unable to retain, motivate, develop and recruit appropriately skilled employees. 17. We may not be able to achieve targeted benefits from or successfully implement planned transactions, such as acquisitions, divestments, mergers or joint ventures, for instance due to issues in selecting successfully the targets or failure to execute transactions or due to unexpected liabilities associated with such transactions. For further explanation of these risks, please refer to Nokia s annual report on Form 20-F for the year 2013, which includes risks relating to NSN. A copy can be found at nokia.com/investors Forward-looking statements This report includes forward-looking statements. The words should, could, continue, expect, target, estimate, may, plans, will, believe, anticipate, intend, predict, assume, positioned, shall, risk and other similar expressions that are predictions or indications of future events and future trends identify forward-looking statements. These forward-looking statements include all matters that are not historical facts, in particular but not limited to the statements in Chief Executive Officer s strategic review, Strategy, Transformation, Industry trends, The Operating and Financial Review and Risk factors, are based on the beliefs of the management of the Company as well as assumptions made by and information currently available to the management of the Company, and such statements may constitute forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of the Group, or industry results, to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Such risks, uncertainties and other important factors include, among other things, general economic and business conditions, the competitive environment, the ability to employ competent personnel, market development relating to the sector and other risks described in Risk factors. The forward-looking statements are not guarantees of the future operational or financial performance of the Group. Overview Annual Report

16 Chief Executive Officer s strategic review A strategy built on firm foundations For NSN, 2013 was a year of transformation, during which we completed the majority of actions resulting from the major restructuring announced in November 2011, made headway in technology innovations and won significant new business. In the last two years, we have laid a strong foundation for the future. The financial results for NSN in 2013 demonstrate the effectiveness of our transformation in achieving our aims of improving our profitability and delivering on our cost savings target of more than EUR 1.5 billion. In 2013, we also reported our best ever gross margin performance, drove up operating profit and margin compared with 2012, and sustained our excellent cash performance. On a full-year basis, operating profit before specific items improved by over a third to EUR 1.1 billion, continuing our progress in improving profitability and overtaking our record-beating 2012 results. Gross margin rose year-on-year from 30.7% to 36.7% before specific items. Our cash management also remained strong: NSN closed 2013 with EUR 1.7 billion in net cash. We saw a decline in our net sales of 16.5% to EUR 11.2 billion. This was largely driven by reduced wireless infrastructure activity affecting both our Mobile Broadband and Global Services businesses, headwinds from foreign currency fluctuations, and divestments of businesses not consistent with our strategic focus, as well as the exiting of certain customer contracts and countries. We are taking focused action to address the slowdown in revenue and put increased focus on revenue growth and market share gains while aiming to maintain strong profitability and cash generation. Across the world, we have won successful business with major customers and in significant projects, including TD-LTE wins with China Mobile and China Telecom as well as Sprint in the U.S., LTE wins with MTS in Russia, SFR in France, Vodafone in New Zealand, and network modernization for Oi in Brazil. Completing our restructuring The end of 2013 saw an end to the majority of the restructuring efforts announced by NSN in November In stating our financial goal of improved profitability, we set a target of reducing non-ifrs annualized operating expenses and production overheads by EUR 1 billion in cost savings, which was later ultimately increased to a goal of more than EUR 1.5 billion by the end of 2013, compared to the end of We comfortably achieved that target in the course of the year. For instance, we reduced our real estate footprint by approximately square meters during 2013 and by approximately square meters during the restructuring as a whole. Our headcount continued to fall during Over the course of the restructuring, we have reduced headcount considerably and at the end of December 2013, NSN had employees. The restructuring focused not on one-off cost reductions, but on making deep structural changes that alter the very fabric of the company and our ability to run our business effectively. As a result, we have built a strong foundation for focusing on profitable future growth. 14 Nokia Solutions and Networks

17 Net sales EUR million Adjusted gross margin (before specific items) % 27.5% 30.7% 36.7% Adjusted operating profit (before specific items) EUR million An ambitious strategy for growth To improve our financial performance, and to realign the company with our aim of becoming a mobile broadband powerhouse, we have during 2012 and 2013 pursued a highly focused strategy. The result is a radically streamlined, efficient company, which is both highly competitive and well-placed to support our customers. Having successfully pursued our strategy of turning NSN into the world s mobile broadband specialist, we are now expanding our scope to become the world s end-to-end mobile broadband specialist. In doing so, we plan to continue on the path of profitability and execution excellence we have followed so far, and are focusing on the top line of our business after two years of retrenchment. Three strategic pillars reinforce our ambition In setting end-to-end mobile broadband leadership as our aim, we continue to focus on our Radio and Core businesses and expand into areas that are consistent with our overall business focus. We will align our efforts around key initiatives in radio, small cells, core, IP routing and mobile backhaul, which will be achieved through a combination of our own innovation and product development as well as carefully selected partnerships. We also intend to build on our number-two position in services. Over the past two years, we have invested in constructing a profitable services business. We are now focusing on bringing that business back to growth, while defending profitability. Our services approach includes renewed aspirations in managed services going beyond traditional managed services into exciting new areas, and ambitious plans in systems integration to help our customers negotiate the convergence of telecommunications and IT. The final pillar of NSN s new strategy is quality and execution. These have been the hallmarks of our progress over the last two years and we intend to continue on our path of using these to gain competitive advantage as well as to maintain our excellent business discipline. Our people NSN has bold aspirations, not only in technology and commercial terms but also in terms of taking employee engagement to the highest levels. Our key measure of employee satisfaction during the last two years ended 2013 above target, and we will dedicate time over the coming months to actively supporting the growth of a new culture for NSN; one that will help us achieve our ambitious aims and support our people in the pursuit of satisfying careers. The future Having just launched its new strategy, there is plenty of work ahead for NSN to implement it and achieve our ambitious goals. At the same time, our market continues to be challenging, although there are pockets of growth and opportunity, which we intend to exploit to the full. The day before this report was published, Nokia announced a new strategy and leadership team and I am honored to have been asked to take on the role as President and Chief Executive Officer for Nokia, and excited about the possibilities that lie in our future. You can read more about the new management structure in our Governance section. We have a clear vision for Nokia as a leader in technologies that are important in a world of billions of intelligent connected devices. The strategy for NSN, which will now be known as Networks, clearly supports this vision and our customers can have confidence that we will continue to make the investments necessary to deliver the innovation needed to help them build even stronger businesses. Our top priority, as always, is our customers. We continue to make decisions with their needs and requirements in mind and to seek to align our activities ever more closely around them, with the aim of promoting their success and our own. Rajeev Suri Chief Executive Officer Business review For quality, our priorities will include further increases in customer satisfaction and product quality. Strong execution, meanwhile, has played a central role in our successful transformation to date and we will continue on this path, shaping NSN into an ever-more lean and agile company. Supporting our strategic pillars are three enablers: innovation, which continues to be the heart of NSN s ability to compete and to serve our customers; partnerships, which will be increasingly important as we better leverage the telco ecosystem and automation, which is essential for further efficiency gains and to enable value added activities to meet customer requirements. Annual Report

18 Leadership An experienced senior management team Rajeev Suri Chief Executive Officer (CEO) Deepti Arora Vice President, Quality Deepti has more than 25 years experience in the telecommunications industry and has held various roles in quality, business operations, engineering, sales, and general management. Prior to joining NSN in 2011, Deepti was responsible for Global Quality at Motorola s Wireless Networks. With more than 24 years of international experience, Rajeev is a leader who cherishes the opportunity to undertake transformational and turnaround assignments. He joined Nokia in 1995 and held numerous executive roles. At NSN, Rajeev headed the Asia Pacific region in 2007, moving into leading the Global Services business unit, where he drove the growth and transformation of NSN s Services business. Rajeev has been CEO since October 2009, presiding over consistently improving results, leading to the successful transformation and restructuring of the company. Samih Elhage Chief Financial Officer (CFO) Hans-Jürgen Bill Executive Vice President, Human Resources Hans-Jürgen has 20 years of experience in the telecommunications industry. Prior to NSN, he held a range of diverse roles at Siemens, which he joined in When NSN was formed in 2007, Hans-Jürgen became Head of West South Europe region for the company. He assumed his current leadership role in Human Resources in 2009, driving the strategic development of NSN s global workforce. Kathrin Buvac Vice President, Corporate Strategy and CEO s Office Samih has more than 24 years of experience in the telecommunications industry. He is known as a strategic and results-oriented senior executive. He joined NSN in March 2012 as Chief Operating Officer. In 2013, Samih became Chief Financial Officer while maintaining his previous responsibilities. Before joining NSN, he served as a senior adviser to leading private equity and global management consulting firms. He has been a member of the Executive Board since March 2012 overseeing the transformation of NSN s business operations that led to considerable improvement in its financial strength. Kathrin has more than 13 years of international experience in the telecommunications industry. As the company s chief strategist, Kathrin helps to shape NSN s vision and strategy working with senior leaders, customers and analysts worldwide. Her responsibilities include market forecasting, competitor intelligence, portfolio watch and corporate business development, Secretary to the Executive Board and Chief of Staff to the CEO. Kathrin was instrumental in developing the company s turnaround strategy. Kathrin held senior positions in strategy, financial management, M&A, in-house consulting and business development at NSN, Siemens and EADS previously. Ashish Chowdhary Executive Vice President/President, Asia, Middle East and Africa The Leadership Team for NSN as at date of this annual report, April 30, For governance structure of NSN going forward, please see the Governance section on page 8. Ashish has over 20 years of international experience in the enterprise and telecom sectors. He leads Customer Operations in the Asia, Middle East and Africa market since January With a track record of delivering consistently strong results and business growth, Ashish has led various organizations as Head of India region, Global Managed Services and Global Services before his present assignment. He has been a member of the NSN Executive Board since Nokia Solutions and Networks

19 Rick Corker Executive Vice President/President, North America Hossein Moiin Executive Vice President, Technology and Innovation Rick has more than 20 years of international experience in the telecommunications industry. He leads sales and operations for the U.S. and Canada. Prior to his current role, Rick led NSN s Asia Pacific region, helping the company gain share in key markets like Japan and Indonesia. He has held senior sales and marketing positions in Australia, the Americas, Europe, and Asia Pacific. An inventor and technology visionary, Hossein leads long-term technology evolution and drives transformational innovations for the company. Having held several management positions in BT, T-Mobile, Sun Microsystems over the last 25 years and as an active adviser and board member of several technology start-ups, he brings in-depth technology expertise, customer focus and innovation to NSN. Hossein joined the company in Eva Elmstedt Executive Vice President, Global Services Equipped with 30 years of experience in the telecom and IT domain, Eva joined NSN in Previously, she was with Ericsson in management roles including Vice President of Product Related Services with focus on network implementation, care and optimization services. She has also served on the executive boards of telecom operators as the CIO at 3 Scandinavia and P4 in Poland. In addition, Eva held management positions at IBM and IT consultancy companies. Marc Rouanne Executive Vice President, Mobile Broadband Marc has over 20 years of international management experience in the telecommunications industry. He joined NSN in 2008 to lead NSN s Radio Access business, and has since turned NSN into a leader in LTE and one of the largest software developers in the world. Marc has significant experience in executive leadership bringing 2G and 3G technologies to mass market. He held an executive position in Alcatel-Lucent before joining NSN. Business review Barry French Executive Vice President, Marketing, Communications and Corporate Affairs René Svendsen-Tune Executive Vice President/President, Europe and Latin America Barry joined Nokia in May 2006 and has been a member of the senior management team since NSN was created. His responsibilities include marketing, communications, financial and industry analyst relations, corporate security, government relations, regulatory affairs, corporate social responsibility and sustainability, and occupational health and safety. He has a wide range of experience in Fortune 500 companies, including Dell and United Airlines. René has more than 25 years of global experience in the IT and telecommunications industries. He leads sales and operations for the Latin America, West Europe, South East Europe and East regions. Prior to joining NSN in 2012, he was chief executive of Teleca, a supplier of software services to the mobile, consumer electronics and automotive industries. Before that he served in a range of leadership positions for 13 years with Nokia. Alexander Matuschka Chief Restructuring Officer Maria Varsellona Executive Board Member, General Counsel Alexander has gained extensive experience in various positions in the automotive and machining industry including restructuring, reorganization, procurement, logistics, supply chain management, and lean manufacturing and assembly. He was an industrial adviser for private equity companies before joining NSN in Maria joined NSN in 2013 from Tetra Pak, where she was the Group General Counsel. Previously, Maria held senior legal positions in GE Oil & Gas for many years, with a specific focus on managing legal affairs for commercial operations and global services. As an admitted lawyer in Italy and England, Maria started her career in private practice in both countries, and she also lectured international contract law at the University of Florence, Italy. Annual Report

20 Strategy A strategy that builds on a solid platform In 2011, NSN announced a bold strategy focused on our industry s sweet spot: mobile broadband. After achieving the objectives of this two-year turnaround strategy, we evolved our strategy in late 2013 to focus on end-to-end mobile broadband leadership, services growth, and quality and execution. Across these focus areas are three enablers: innovation, partnering, and automation. Our three strategic pillars reinforce our ambition End-to-end mobile broadband leadership We continue to focus on our Radio and Core businesses and also plan to address new areas within mobile broadband for further growth. In Radio, we see considerable opportunities to strengthen our position in SingleRAN and further improve our position in LTE. Further, we believe small cells, which are targeted on a smaller geographical area and a fewer number of users, represent an area of significant opportunity for the future, and that we have a competitive advantage with its microcells and picocells, which are estimated to be the smallest in the industry and are also uniquely able to provide feature parity with larger macrocells. In the Core business, we estimate that we have taken an early lead in the effort of providing a fully virtualized Liquid Core, as well as positioning ourselves well with respect to the emerging telco cloud through our already existing commercial solutions. Services growth During our transformation in the past two years, we rebalanced our Global Services business by adjusting the services portfolio, exiting from certain customer contracts and focusing on the business and geographic areas where we can add the most value. In our refreshed strategy, we aim to grow this business by focusing on three priorities: Pursuing services-led growth opportunities, particularly in the Network Optimization and Managed Services businesses, for instance for telco cloud. Capitalizing on the technology leadership in Mobile Broadband to scale up Network Implementation and Systems Integration services. Focusing on operational excellence in Global Services; optimizing both end-to-end services delivery and the day-to-day networks operations through Care services. Mobile broadband leadership Services growth Quality & execution Innovation Partnering Automation 18 Nokia Solutions and Networks

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