☐ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
American Depositary Shares (each B s * | ERIC | The NASDAQ Stock Market LLC |
| * | Not for trading, but only in connection with the registration of the American Depositary Shares representing such B Shares pursuant to the requirements of the Securities and Exchange Commission. |
B shares (SEK 5.00 nominal value) | ||||
A shares (SEK 5.00 nominal value) | 261,755,983 | |||
C shares (SEK 5.00 nominal value) | 0 |
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ | Emerging growth company | ☐ | |||
| ☐ | U.S. GAAP | ☒ | International Financial Reporting Standards as issued by the International Accounting Standards Board | ☐ | Other |
TABLE OF CONTENTS
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ii
PART I
INTRODUCTION
Unless otherwise indicated, all references herein to “Ericsson,” the “Company,” “the Group,the “Group,” “we,” “us,” “our” or “our company” are references to Telefonaktiebolaget LM Ericsson and its consolidated subsidiaries.
This document is our Annual Report on Form 20-F for the year ended December 31, 20222023 (the “2022“2023 Form 20-F”). Reference is made to the English version of our Swedish Annual Report for 2022,2023, with certain adjustments made to comply with U.S. requirements, which is attached hereto as Exhibit 15.1 (the “2022“2023 Swedish Annual Report (adjusted version)”). Only (i) the information included in this 20222023 Form 20-F, (ii) the information in the 20222023 Swedish Annual Report (adjusted version) that is incorporated by reference in this 20222023 Form 20-F, and (iii) the exhibits to the 20222023 Form 20-F that are required to be filed pursuant to the Form 20-F shall be deemed to be filed with the Securities and Exchange Commission (the “SEC”) for any purpose, including incorporation by reference into the Registration Statement on Form F-3 filed on March 26, 2021 (File No.333-254736) and any other document filed by us pursuant to the Securities Act of 1933, as amended, which incorporates by reference the 20222023 Form 20-F. Any information in the 20222023 Swedish Annual Report (adjusted version) that is not referenced in the 2022this 2023 Form 20-F or filed as an exhibit thereto shall not be deemed to be so incorporated by reference. Certain industry, technical and financial terms used in this 20222023 Form 20-F are defined in the subsections entitled “Glossary” and “Financial Terminology”terminology” of the 20222023 Swedish Annual Report (adjusted version), which are incorporated herein by reference.
Market data and certain industry forecasts used herein were obtained from internal surveys, market research, publicly available information and industry publications. While we believe that the market research, publicly available information and industry publications we use are reliable, we have not independently verified market and industry data from third-party sources. Moreover, while we believe our internal surveys are reliable, they have not been verified by any independent source.
The information included on http://www.ericsson.com/ and other websites that appear in this 20222023 Form 20-F is not incorporated by reference herein. From time to time, we may use our website as a channel of distribution of material Company information. Financial and other material information regarding our company is routinely posted on and accessible at http://www.ericsson.com/.
Forward-Looking Statements
This 20222023 Form 20-F includes forward-looking statements, including statements reflecting the Company’s current views relating to the growth of the market, future market conditions, future events, financial condition, and expected operational and financial performance, including, in particular the following:
Potential material additional costs and liability resulting from our ongoing future compliance with the terms of the DOJ Deferred Prosecution Agreement (“Plea AgreementAgreement”) with the DOJUS Department of Justice (“DOJ”) and extended monitorship
Potential to become a target for public scrutiny as a result of entering into the DOJ Plea Agreement with the DOJ, including incorrect misinterpretations of the resolution, complaints to regulatory agencies, negative media publicity and, interference from our competitors, all of which could damage our reputation and materially and adversely affect our business and prospects
Risks resulting from entering into the DOJ Plea Agreement, including potential debarment from government contracting in the United States and elsewhere, reputational risk, as well as potential negative impact on commercial contracts, dealings with financial institutions, contracts with suppliers, primarily due to counter-party reluctance to continue business relationships
Potential material additional liability resulting from past conduct, including allegations of past conduct in Iraq or other locations that remains unresolved or unknown in multiple jurisdictions including Iraq, which remains the subject of ongoing investigations by Ericsson and US governmental authorities
Risks related to internal controlcontrols and governance, including the potential to incur material liability in connection with internal controls surrounding payments made to third parties in connection with historicalpast conduct in multiple jurisdictions, including Iraq which remains the subject of ongoing investigations by Ericsson and US governmental authorities
The risk that the ongoing investigations by Ericsson and US governmental authorities result in a conclusion by Ericsson or US governmental authorities that the Company’s past conduct included making or having responsibility for making payments to a terrorist organization or other locationsimproper payments, which could lead to material additional liability
Risks related to our ongoing compliance with obligations under the National Security Agreement entered into in connection with Ericsson’s acquisition of Vonage Holdings Corp. (“Vonage”), which may adversely affect the Vonage business and subject the Company to additional liabilities
Our goals, strategies, planning assumptions and operational or financial performance expectations
Macroeconomic conditions, including inflationary pressures and effects on customer investments, market recovery and growth
| • | Ongoing geopolitical and trade uncertainty, including challenging global economic conditions, market trends and pandemics such as COVID-19 |
Risks related to cybersecurity and privacy
Industry trends, future characteristics and development of the markets in which we operate
Our ability to comply with legal and regulatory requirements internationally
Our future liquidity, capital resources, capital expenditures, cost savings and profitability
The expected demand for our existing and new products and services as well as plans to launch new products and services, including research and development expenditures
TheOur ability to deliver on future plans and to realize potential forachieve future growth
The expected operational or financial performance of strategic cooperation activities and joint ventures
The time until acquired entitiesRisks related to acquisitions and businesses will be integrated and accretivedivestments, including our ability to incomesuccessfully consummate such transactions, protect the value of acquisitions during integration, or achieve the value anticipated with an acquisition
TechnologyTrends related to our industry, including our regulatory environment, competition and industry trendscustomer structure
Other factors included in our filings with the SEC, including the regulatory and standardization environmentfactors described throughout this report, included in which we operate, competition and our customer structure.the section Risk Factors, as updated by subsequent reports filed with the SEC.
The words “believe,” “expect,” “foresee,” “anticipate,” “assume,” “intend,” “likely,” “projects,” “may,” “could,” “plan,” “estimate,” “forecast,” “will,” “should,” “would,” “predict,” “aim,” “ambition,” “seek,” “potential,” “target,” “might,” “continue”“continue,” or, in each case, their negative or variations, and similar words or expressions are used to identify forward-looking statements.
Any statement that refers to the Company’s strategy, future financial performance, expectations, projections or other characterizations of future events or circumstances, including any underlying assumptions, are forward lookingforward-looking statements. Such statements are based on management’s expectations as of the date of this report, unless an earlier date is specified, including expectations based on third-party information and projections that management believes to be reputable.
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We caution investors that these statements are subject to risks and uncertainties many of which are difficult to predict and generally beyond our control that could cause actual results to differ materially and adversely from those expressed in, or implied or projected by, the forward-looking information and statements. Important factors that could affect whether and to what extent any of our forward-looking statements materialize include but are not limited to the factors described throughout this 20222023 Form 20-F, including in the section Risk Factors.factors. These forward-looking statements also represent our estimates, assumptions and assumptionsexpectations only as of the date that they were made, and to the extent they represent third-party data, we have not undertaken to independently verify such third-party data and do not intend to do so.
Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Readers are urged to carefully review and consider the various disclosures made in this 20222023 Form 20-F and in other documents we file from time to time with our regulators that disclose risks and uncertainties that may affect our business. Unless specifically indicated otherwise, the forward-looking statements in this 20222023 Form 20-F do not reflect the potential impact of any divestitures, mergers, acquisitions, or other business combinations that have not been completed as of the date of this report. We expressly disclaim a duty to provide updates to these forward-looking statements, and the estimates and assumptions associated with them, after the date of this 20222023 Form 20-F, to reflect events or changes in circumstances or changes in expectations or the occurrence of anticipated events, whether as a result of new information, future events or otherwise, except as required by applicable law or stock exchange regulation. We maintain website and external voluntary reports that may be referenced in this 2022This 2023 Form 20-F.20-F includes websites or references to additional Company reports. These are intended to provide inactive, textual references only. The information on our websitewebsites and contained in our external voluntarythose reports is not part of this report and not incorporated by reference in this report. This 2023 Form 20-F contains statements based on hypothetical scenarios and assumptions as well as estimates that are subject to a high level of uncertainty, and these statements should not necessarily be viewed as being representative of current or actual risk or performance, or forecasts of expected risk or performance. In addition, historical, current, and forward-looking environmental and social-related statements may be based on standards for measuring progress that are still developing and on internal controls and processes that continue to evolve. While certain matters discussed in this 2023 Form 20-F may be significant, any significance should not be taken, or otherwise assumed, as necessarily rising to be regarded as partthe level of this 2022 Form 20-F. We also report to more than one regulator, and our regulators have different definitions of what is or is not or may or may not be “material”materiality used for the purposes of our operations, financial statementscomplying with Ericsson’s public company reporting obligations pursuant to the U.S. federal securities laws and strategy. Given this, we mayregulations, even if the report certain matters to certain regulators and not to others. We may also use definitions of materiality in our voluntary reporting that are different fromuses the definitions we use in our regulatory filings.words “material” or “materiality.”
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ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not applicable.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
ITEM 3. KEY INFORMATION
A. Reserved
B. Capitalization and Indebtedness
Not applicable.
C. Reasons for the Offer and Use of Proceeds
Not applicable.
D. Risk Factors
The information set forth under the heading “Financial report – Risk factors” of the 20222023 Swedish Annual Report (adjusted version) is incorporated herein by reference.
ITEM 4. INFORMATION ON THE COMPANY
A. History and Development of the Company
General facts on the company
Legal and commercial name of the Parent Company: Telefonaktiebolaget LM Ericsson (publ).
Organization number: 556016-0680
Legal form of the Parent Company: A Swedish limited liability company, organized under the Swedish Companies Act.
Country of incorporation: Sweden.
Date of incorporation: The Parent Company was incorporated on August 18, 1918, as a result of a merger between AB LM Ericsson & Co. and Stockholms Allmänna Telefon AB.
Domicile: Our registered office is Telefonaktiebolaget LM Ericsson, SE–164 83 Stockholm, Sweden. Our headquarters are located at Torshamnsgatan 21, Kista, Sweden.
Telephone number: +46 10 719 0000
Website: www.ericsson.com. The information included on our website is not incorporated herein by reference.
In addition, the U.S. Securities and Exchange Commission (the “SEC”)SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC: http://www.sec.gov.
Agent in the US: Ericsson Inc., 6300 Legacy Drive, Plano, Texas 75024. Telephone number: +1 972 583 0000.
Shares: Ericsson’s Class A and Class B shares are traded on Nasdaq Stockholm. In the US, our American Depository Shares (ADS)(“ADS”), each representing one underlying Class B share, are traded on NASDAQ New York.
Parent Company operations: The business of the Parent Company, Telefonaktiebolaget LM Ericsson, consists mainly of corporate management, holding company functions and internal banking activities. Our Parent Company operations also include customer credit management activities performed by Ericsson Credit AB on a commission basis.
Subsidiaries and associated companies: For a list of our significant subsidiaries, please see Item 4.C. “Shares owned directly by the Parent Company.” We are engaged in a number of minor joint ventures and cooperative arrangements. For more information regarding risks associated with joint ventures, strategic alliances and third-party agreements, please see “Item 3.D. Risk Factors.”
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Company history and development
Innovating to empower people, business and society
Our origins date back to 1876 when Alexander Graham Bell filed a patent application in the United States for the telephone. The same year, Lars Magnus Ericsson opened a small workshop in Stockholm to repair telegraph instruments and sell his own telephone equipment.
Today, Ericsson enables communications service providers and enterprises to capture the full value of connectivity. The Company’s portfolio spans the following segments: Networks, Cloud Software and Services and Enterprise (which includes Enterprise Wireless Solutions, Global Communications Platform, and Technologies and New Businesses). In addition, segment Other includes media businesses as well as other non-allocated business.Our portfolio is designed to help our customers go digital, increase efficiency and find new revenue streams. Ericsson’s innovation investments have delivered the benefits of mobility and mobile broadband to billions of people globally.
The information set forth under the following headings of the 20222023 Swedish Annual Report (adjusted version) is incorporated herein by reference:
Financial report
This is Ericsson
Business strategy – Creating long-term value
Board of Directors’ report
Business in 20222023
Financial highlights—highlights - Capital expenditures
For capital expenditures we typically use available cash from operations.
Notes to the consolidated financial statements
Note E2 – Business combinations
Note H6 – Events after the reporting period
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B. Business Overview
The information set forth under the following headings of the 20222023 Swedish Annual Report (adjusted version) is incorporated herein by reference:
Financial report
This is Ericsson
Business strategy – Creating long-term value
Board of Directors’ report
Business in 20222023
Financial highlights – Research and development, patents and licensing
Financial highlights – Seasonality
Business results – Segments
Business results – Market areas
Sourcing and supply
Sustainability and Corporate Responsibility
Notes to the consolidated financial statements
Note B1 – Segment information
Risk factors
Risks related to business activities and industry
Risks related to Ericsson’s financial situation+condition
Legal and regulatory riskrisks
Internal control riskCybersecurity risks
Environmental, social and business conduct riskrisks
Corporate Governance report
Regulation and compliance
Disclosure pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 (ITRA)(“ITRA”)
During 2022,2023, Ericsson recorded revenues relating to the sale of communications infrastructure related products andsupport services in Iran to the following telecommunications company operating in the country: MTN Irancell. There are some transactions related to Mobile Communication Company of Iran (MCCI), primarily from internal clearing/accounting of pending old and minor items called as GR/IR (good receipt) clean up. During 2022,2023, Ericsson’s gross revenue (reported as net sales) related to sales to MTN Irancell was SEK 10691 million. Ericsson does not normally allocate net profit (reported as net income)on a country-by-country or activity-by-activity basis, other than as set forth in Ericsson’s consolidated financial statements prepared in accordance with IFRS as issued by the IASB. However, Ericsson has estimated that its operating income (incomeloss (income/loss before taxes and financial net) from such sales was, after internal cost allocation, SEK 29-98 million during 2022.2023.
In some instances, Ericsson has previously had to arrange performance bonds or similar financial guarantees to secure Ericsson’s performance of obligations under the commercial agreements Ericsson had entered into relating to the business in Iran. In such instances, Ericsson usually engaged its banks outside Iran, who in turn engaged local banks in the country. These local banks include Tejarat Bank, Melli Bank, Parsian Bank and Saderat Bank. Although some bonds and guarantees are still in place, no new performance bonds or similar guarantees involving these banks with respect to Ericsson’s business activities in Iran were issued during 2022.2023. During 2022,2023, existing bank guarantees issued by Maskan Bank, Parsian Bank, Post Bank of Iran, Bank Mellat and Tejarat Bank (local banks in Iran) to secure Iranian customer payment obligations to Ericsson were renewed. Further, someEricsson has made two payments made(535,153,658 IRR on January 24, 2023 and 1,498,643,323 IRR on February 14, 2023) to Ericsson’s local subsidiary and payments requiredthe Islamic Republic of Iran Customs Administration for customs fees related to be made byrepaired products, which the local subsidiary to suppliers involve banks that may be controlled by the governmentCentral Bank of Iran.Iran processed.
SinceIn 2018, Ericsson has reducedbegan reducing its business engagement as well as its presence in Iran significantly but has continued to provide certain critical services and support to telecommunications networks and systems. However,As of December 2023, Ericsson has wound down its active business activities in Iran and anticipates that future activities will be limited to fulfilling its obligations, such as deliveries of repairs and software licenses already purchased by the complexity associated with operating incustomer as well as administrative activities to close down the country continues to increase, Ericsson is planning for an orderly wind down as soon as practicable.legal entity.
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C. Organizational Structure
The following list shows certain shareholdings owned directly and indirectly by our Parent Company as of December 31, 2022.2023. A complete list of shareholdings, prepared in accordance with the Swedish Annual Accounts Act and filed with the Swedish Companies Registration Office (Bolagsverket), may be obtained upon request to: Telefonaktiebolaget LM Ericsson, External Reporting, SE-164 83 Stockholm, Sweden.
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Shares owned directly by the Parent Company
Company | Reg. No. | Domicile | Percentage of ownership | Par value in local currency, million | Carrying value, SEK million | Reg. No. | Domicile | Percentage of ownership | Par value in local currency, million | Carrying value, SEK million | |||||||||||||||||||||||||||||||||
Subsidiary companies | |||||||||||||||||||||||||||||||||||||||||||
Ericsson AB | 556056-6258 | Sweden | 100 | 50 | 20,731 | 556056-6258 | Sweden | 100 | 50 | 20,731 | |||||||||||||||||||||||||||||||||
Ericsson Shared Services AB | 556251-3266 | Sweden | 100 | 361 | 2,216 | 556251-3266 | Sweden | 100 | 361 | 2,216 | |||||||||||||||||||||||||||||||||
Ericsson Software Technology Holding AB | 559094-8963 | Sweden | 100 | — | 7 | ||||||||||||||||||||||||||||||||||||||
Datacenter i Rosersberg AB | 556895-3748 | Sweden | 100 | — | 74 | 556895-3748 | Sweden | 100 | — | 74 | |||||||||||||||||||||||||||||||||
Datacenter i Mjärdevi Aktiebolag | 556366-2302 | Sweden | 100 | 10 | 69 | 556366-2302 | Sweden | 100 | 10 | 69 | |||||||||||||||||||||||||||||||||
Aktiebolaget Aulis | 556030-9899 | Sweden | 100 | 14 | 6 | 556030-9899 | Sweden | 100 | 14 | 6 | |||||||||||||||||||||||||||||||||
Ericsson Credit AB | 556326-0552 | Sweden | 100 | 5 | 5 | ||||||||||||||||||||||||||||||||||||||
Other (Sweden) | — | — | 1,257 | — | — | 706 | |||||||||||||||||||||||||||||||||||||
Ericsson Austria GmbH | Austria | 100 | 4 | 94 | Austria | 100 | 4 | 94 | |||||||||||||||||||||||||||||||||||
Ericsson Danmark A/S | Denmark | 100 | 90 | 216 | Denmark | 100 | 90 | 216 | |||||||||||||||||||||||||||||||||||
Oy LM Ericsson Ab | Finland | 100 | 13 | 196 | Finland | 100 | 13 | 196 | |||||||||||||||||||||||||||||||||||
Ericsson France SAS | France | 100 | 21 | 524 | France | 100 | 21 | 524 | |||||||||||||||||||||||||||||||||||
Ericsson Antenna Technology Germany GmbH | Germany | 100 | 2 | 21 | Germany | 100 | 2 | 21 | |||||||||||||||||||||||||||||||||||
Ericsson Germany GmbH | Germany | 100 | 1 | 2,844 | Germany | 100 | 1 | 1,816 | |||||||||||||||||||||||||||||||||||
Ericsson Hungary Ltd. | Hungary | 100 | 1,301 | 120 | Hungary | 100 | 1,301 | 120 | |||||||||||||||||||||||||||||||||||
L M Ericsson Limited | Ireland | 100 | 4 | 34 | Ireland | 100 | 4 | 34 | |||||||||||||||||||||||||||||||||||
Ericsson Telecomunicazioni S.p.A. | Italy | 100 | 44 | 2,429 | Italy | 100 | 44 | 2,429 | |||||||||||||||||||||||||||||||||||
Ericsson Holding International B.V. | The Netherlands | 100 | 222 | 2,983 | The Netherlands | 100 | 222 | 2,983 | |||||||||||||||||||||||||||||||||||
Ericsson A/S | Norway | 100 | 75 | 114 | Norway | 100 | 75 | 114 | |||||||||||||||||||||||||||||||||||
Ericsson Television AS | Norway | 100 | 161 | 160 | |||||||||||||||||||||||||||||||||||||||
Ericsson Corporatia AO | Russia | 100 | 5 | 5 | |||||||||||||||||||||||||||||||||||||||
Ericsson España S.A. | Spain | 100 | 28 | 14 | |||||||||||||||||||||||||||||||||||||||
Ericsson AG | Switzerland | 100 | — | — | |||||||||||||||||||||||||||||||||||||||
Ericsson Holdings Ltd. | United Kingdom | 100 | 328 | 10 | |||||||||||||||||||||||||||||||||||||||
Ericsson Sp. z o.o. | Poland | 100 | 4 | 412 | |||||||||||||||||||||||||||||||||||||||
Ericsson España S.A.U | Spain | 100 | 28 | 14 | |||||||||||||||||||||||||||||||||||||||
Ericsson Ltd. | United Kingdom | 100 | 53 | 1,957 | United Kingdom | 100 | 53 | 1,957 | |||||||||||||||||||||||||||||||||||
Other (Europe, excluding Sweden) | — | — | 974 | — | — | 709 | |||||||||||||||||||||||||||||||||||||
Ericsson Holding II Inc. | United States | 100 | — | 34,295 | United States | 100 | — | 34,295 | |||||||||||||||||||||||||||||||||||
Ericsson Smart Factory Inc. | United States | 100 | — | 424 | United States | 100 | — | 424 | |||||||||||||||||||||||||||||||||||
Ericsson Global Network Platform Holding Inc. | United States | 100 | — | 51,298 | United States | 100 | — | 30,674 | |||||||||||||||||||||||||||||||||||
Companía Ericsson S.A.C.I. | Argentina | 95 | 1) | 193 | 99 | Argentina | 95 | (1) | 193 | 10 | |||||||||||||||||||||||||||||||||
Ericsson Canada Inc. | Canada | 100 | — | 221 | Canada | 100 | — | 221 | |||||||||||||||||||||||||||||||||||
Ericsson Del Paraguay S.A. | Paraguay | 95 | 1) | 42,647 | 53 | ||||||||||||||||||||||||||||||||||||||
Ericsson de Colombia S.A.S | Colombia | 97 | (1) | 701 | 176 | ||||||||||||||||||||||||||||||||||||||
Ericsson Telecom S.A. de C.V. | Mexico | 100 | 1,439 | 576 | Mexico | 100 | 1,439 | 576 | |||||||||||||||||||||||||||||||||||
Other (United States, Latin America) | — | — | 389 | — | — | 435 | |||||||||||||||||||||||||||||||||||||
Teleric Pty Ltd. | Australia | 100 | 20 | 100 | Australia | 100 | 20 | 100 | |||||||||||||||||||||||||||||||||||
Ericsson Ltd. | China | 100 | 2 | 2 | |||||||||||||||||||||||||||||||||||||||
Ericsson (China) Company Ltd. | China | 100 | 65 | 475 | China | 100 | 65 | 475 | |||||||||||||||||||||||||||||||||||
P.T. Ericsson Indonesia | Indonesia | 95 | 9,531 | 614 | Indonesia | 95 | 9,531 | 614 | |||||||||||||||||||||||||||||||||||
Ericsson India Global Services PVT. Ltd | India | 100 | 291 | 51 | |||||||||||||||||||||||||||||||||||||||
Ericsson India Private Limited | India | 100 | 291 | 51 | |||||||||||||||||||||||||||||||||||||||
Ericsson Kenya Limited | Kenya | 100 | — | 46 | Kenya | 100 | — | 10 | |||||||||||||||||||||||||||||||||||
Ericsson-LG CO Ltd. | Korea | 75 | 285 | 2,279 | Korea | 75 | 285 | 2,279 | |||||||||||||||||||||||||||||||||||
Ericsson (Malaysia) Sdn. Bhd. | Malaysia | 100 | 3 | 131 | Malaysia | 100 | 3 | 131 | |||||||||||||||||||||||||||||||||||
Ericsson Telecommunications Pte. Ltd. | Singapore | 100 | 2 | 1 | |||||||||||||||||||||||||||||||||||||||
Ericsson South Africa PTY. Ltd | South Africa | 70 | — | 135 | South Africa | 70 | — | 94 | |||||||||||||||||||||||||||||||||||
Ericsson Taiwan Ltd. | Taiwan | 90 | 270 | 36 | Taiwan | 90 | 270 | 36 | |||||||||||||||||||||||||||||||||||
Ericsson (Thailand) Ltd. | Thailand | 49 | 2) | 90 | 17 | Thailand | 49 | (2) | 90 | 17 | |||||||||||||||||||||||||||||||||
Ericsson Telekomünikasyon A.Ş. | Turkey | 100 | 5 | 150 | |||||||||||||||||||||||||||||||||||||||
Other countries (the rest of the world) | — | — | 336 | — | — | 325 | |||||||||||||||||||||||||||||||||||||
Total | 128,638 | 106,534 | |||||||||||||||||||||||||||||||||||||||||
Joint ventures and associated companies | |||||||||||||||||||||||||||||||||||||||||||
Concealfab Co | United States | 36 | — | 298 | United States | 36 | — | 298 | |||||||||||||||||||||||||||||||||||
Leone Media Inc. | United States | 46 | 134 | — | United States | 46 | 134 | — | |||||||||||||||||||||||||||||||||||
Ericsson Nikola Tesla d.d. | Croatia | 49 | 65 | 330 | Croatia | 49 | 65 | 330 | |||||||||||||||||||||||||||||||||||
Total | 628 | 628 | |||||||||||||||||||||||||||||||||||||||||
| 1) | Through subsidiary holdings, total holdings amount to 100% of |
| 2) | Through subsidiary holdings, total holdings amount to 74% of Ericsson (Thailand) Ltd. |
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Shares owned by subsidiary companies
Company | Reg. No. | Domicile | Percentage of ownership | ||||||||||||||||
Subsidiary companies | |||||||||||||||||||
| |||||||||||||||||||
Emodo Inc. | United States | 100 | |||||||||||||||||
Ericsson Telekommunikation GmbH | Germany | 100 | |||||||||||||||||
Ericsson GmbH | Germany | 100 | |||||||||||||||||
Ericsson Telecommunicatie B.V. | The Netherlands | ||||||||||||||||||
| 100 | ||||||||||||||||||
Ericsson Inc. | United States | 100 | |||||||||||||||||
Vonage Holdings Corp. | United States | 100 | |||||||||||||||||
Ericsson Wireless Office Inc. | United States | 100 | |||||||||||||||||
Cradlepoint Inc. | United States | 100 | |||||||||||||||||
Iconectiv, LLC. | United States | 83 | |||||||||||||||||
Ericsson Telecomunicações | Brazil | 100 | |||||||||||||||||
Ericsson Australia Pty. Ltd. | Australia | 100 | |||||||||||||||||
Ericsson (China) Communications Co. Ltd. | China | 100 | |||||||||||||||||
Nanjing Ericsson Panda Communication Co. Ltd. | China | 51 | |||||||||||||||||
Ericsson Japan K.K. | Japan | 100 | |||||||||||||||||
D. Property, Plants and Equipment
Primary manufacturing and assembly facilities
We continuously adjust our production capacity to meet expected customer demand. During 2022,2023, our overall capacity utilization* was 53%42%.
The table below summarizes where we have major sites and the total floor space at year-end. All facilities are leased, other than Nanjing (China). The majority of the floor space within our production facilities is used for assembly and test.
| 2022 | 2021 | 2020 | 2023 | 2022 | 2021 | |||||||||||||||||||||||||||||||||||||||||||
| Sites | Thousands of sq meters** | Sites | Thousands of sq meters** | Sites | Thousands of sq meters** | Sites | Thousands of sq meters** | Sites | Thousands of sq meters** | Sites | Thousands of sq meters** | |||||||||||||||||||||||||||||||||||||
Sweden | 1 | 5 | 1 | 5 | 1 | 5 | 1 | 5 | 1 | 5 | 1 | 5 | ||||||||||||||||||||||||||||||||||||
China | 1 | 13.9 | 1 | 13.9 | 1 | 13.9 | 1 | 13.9 | 1 | 13.9 | 1 | 13.9 | ||||||||||||||||||||||||||||||||||||
Estonia | 1 | 9 | 1 | 9 | 1 | 9 | 1 | 9 | 1 | 9 | 1 | 9 | ||||||||||||||||||||||||||||||||||||
Brazil | 1 | 6.5 | 1 | 6.5 | 1 | 6.5 | 1 | 7 | 1 | 6.5 | 1 | 6.5 | ||||||||||||||||||||||||||||||||||||
United States | 1 | 6 | 1 | 6 | 1 | 6 | 1 | 9 | 1 | 6 | 1 | 6 | ||||||||||||||||||||||||||||||||||||
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Total | 5 | 40.4 | 5 | 40.4 | 5 | 40.4 | 5 | 43.9 | 5 | 40.4 | 5 | 40.4 | ||||||||||||||||||||||||||||||||||||
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| * | Test capacity utilization. |
| ** | Floor space in square meters does not include any warehouses or transportation areas. |
In July 2023, the Company announced plans to build a next-generation smart manufacturing and technology hub in Tallinn, Estonia.
The proposed 50,000-square-meter facility is a green field investment valued at approximately EUR 155 million and expected to be operational in early 2026. This project will be executed through the Company’s Estonian affiliate and will be financed through the Company’s Treasury organization. The Company currently does not expect any increase of production capacity after the completion of this project.
The Company plans to consolidate all of its operations in Estonia into this proposed new facility, which will be a single, state-of-the art, smart hub that comprises test labs, warehouses, production lines, and offices. This smart hub will be used for co-developing cellular ecosystems and production techniques, mainly with customers and partners in Europe but with global impact on industrialization for volume production.
As a first step towards this goal, the Company, through its Estonian affiliate, has signed a definitive agreement dated June 29, 2023, to acquire property to build this proposed facility, with the transaction expected to close in the fourth quarter of 2024, subject to agreed conditions. The Company has already paid EUR 5.5 million in connection with acquiring the property up to date.
The information set forth under the following headings of the 20222023 Swedish Annual Report (adjusted version) is incorporated herein by reference:
Financial report
Board of Directors’ report
Financial highlights – Capital expenditures
Notes to the consolidated financial statements
Note C2 – Property, plant and equipment
Note C3 – Leases
Risk factors
Legal and regulatory riskrisks
Environmental, social and business conduct riskrisks
ITEM 4A. Unresolved Staff Comments
None.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
Year-to-year comparisons between 2022 and 2021 have been omitted from this 2023 Form 20-F but may be found in “Item 5. Operating and Financial Review and Prospects” in our annual report on Form 20-F for the fiscal year ended December 31, 2022.
A. Operating Results
The information set forth under the following headings of the 20222023 Swedish Annual Report (adjusted version) is incorporated herein by reference:
Financial report
This is Ericsson
Business strategy
Board of Directors’ report
5
Business in 20222023
Financial highlights
Business results – Segments
Business results – Market areas
Risk management
Notes to the consolidated financial statements
Note A1 – SignificantMaterial accounting policies
Note F1 – Financial risk management
Risk Factors
5
Alternative performance measures
Corporate Governance report
Regulation and compliance
As announced in May 2022, we began to report financial information according to our new segment structure as of the third quarter 2022. Accordingly, below we provide a discussion of our operating results for 2021 compared 2020 using financial information that has been restated to reflect
the new segment structure.
2021 highlights
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Reported net income improved to SEK 23.0 (17.6) billion. Earnings per share (EPS) diluted was SEK 6.81 (5.26).
Gross income was SEK 100.7 (93.7) billion, driven by strengthened operation leverage in Networks. Reported gross margin was 43.4% (40.3%).
Reported EBIT improved to SEK 31.8 (27.8) billion while the EBIT margin improved to 13.7% (12.0%).
EBIT margin excluding restructuring charges improved to 13.9% (12.5%), reaching the 2022 group target already in 2021.
Cash flow from operating activities was SEK 39.1 (28.9) billion. Free cash flow before M&A amounted to SEK 32.1 (22.3) billion. Cash and cash equivalents were SEK 54.1 (43.6) billion on December 31, 2021. Net cash was SEK 65.8 (41.9) billion on December 31, 2021.
The Board of Directors proposed a dividend for 2021 of SEK 2.50 (2.00) per share to the AGM.
Business in 2021
In 2021, reported sales were stable at SEK 232.3 billion. A stronger Swedish krona (SEK) had a negative impact on reported sales in all segments. Sales growth adjusted for comparable units and currency was 4%, mainly driven by growth in Networks. Networks reported sales grew by 1%, while sales growth adjusted for comparable units and currency was 7%, primarily supported by increased product sales as a result of continued market share gains. From a geographical point of view, sales growth was primarily underpinned by North America, Europe and Latin America as well as in some North East Asia markets. The sales in Mainland China declined by SEK -7.7 billion, due to reduced market share, impacting Group organic growth rate by -3 percentage points.
Reported sales decreased in Cloud Software and Services by -6%, mainly due to reduced variable sales in network managed services in a large contract in North America, after the merger between two operators. Contract rescoping and planned exits also contributed to the sales decline. IPR licensing revenues decreased to SEK 8.1 (10.0) billion, mainly due to lower volumes with one licensee.
Reported gross margin improved to 43.4% (40.3%), primarily driven by strengthened operational leverage in Networks. A higher share of product revenues in the sales mix had a positive impact on the gross margin. Cloud Software and Services gross margin improved to 33.5% (32.7%) mainly as an effect of efficiency gains. Gross margin in Enterprise increased, driven by the acquired Cradlepoint business, which has a higher average gross margin than the other businesses in the Enterprise segment.
Operating expenses increased to SEK -69.1 (-66.3) billion. Research and development (R&D) expenses increased in Networks, Cloud Software and Services and Enterprise. Selling and administrative (SG&A) expenses increased to SEK -27.0 (-26.7) billion through investments in the acquired Cradlepoint business.
Restructuring charges decreased to SEK -0.5 (-1.3) billion. The restructuring charges in 2021 were mainly related to Mainland China.
EBIT was SEK 31.8 (27.8) billion. The improvement was driven by improved gross income in segment Networks.
The number of employees increased to 101,322 (100,824). The increase was mainly due to Research and Development, which increased by 1,210 employees.
Cash flow from operating activities was SEK 39.1 (28.9) billion. Free cash flow before M&A amounted to SEK 32.1 (22.3) billion. The improvement was driven by improved profitability. Cash and cash equivalents were SEK 54.1 (43.6) billion on December 31, 2022. Net cash at December 31, 2021 was SEK 65.8 (41.9) billion.
Financial highlights
Net sales
Reported sales were stable at SEK 232.3 (232.4) billion. Sales in Mainland China declined by SEK -7.7 billion, impacting Group sales growth adjusted for comparable units and currency by -3 percentage points.
Networks sales increased by SEK 1.9 billion, or 1%, to SEK 167.8 billion, with a negative impact of SEK -6.4 billion from reduced market share in Mainland China. Cloud Software and Services sales decreased by SEK -3.4 billion, or -6%, to SEK 56.2 billion, with an impact of SEK -1.3 billion due to the reduced market share in Mainland China. Enterprise sales increased by SEK 1.4 billion, or 30%, to SEK 6.2 billion, driven mainly by Cradlepoint which has a higher average gross margin than the other businesses in the Enterprise segment. Group sales growth adjusted for comparable units and currency increased by 4%, while excluding Mainland China, organic sales growth was 8%.
IPR licensing revenues declined to SEK 8.1 (10.0) billion, mainly due to lower volumes with one licensee.
Networks sales growth adjusted for comparable units and currency increased by 7%. Sales growth was primarily driven by North America, Europe and Latin America. Networks accounted for 72% (71%) of Group sales.
Reported sales in Cloud Software and Services sales declined by -6% mainly due to reduced variable sales in network managed services in a large contract in North America, after the merger between two operators. Contract rescoping and planned exits also contributed to the sales decline. Cloud Software and Services accounted for 24% (26%) of Group sales.
Reported sales in Enterprise grew by 30%, primarily driven by Cradlepoint. Enterprise accounted for 3% (2%) of Group sales.
In the market area dimension, sales growth was driven by North America, and Europe and Latin America.
The sales mix by commodity was: hardware 46% (41%), software 20% (22%) and services 34% (37%).
Gross margin
Reported gross margin increased to 43.4% (40.3%). Gross margin excluding restructuring charges improved to 43.5% (40.6%) driven primarily by strengthened operational leverage in Networks.
Research and development (R&D) expenses
Reported R&D expenses increased to SEK -42.1 (-39.7) billion. R&D expenses increased in Networks and Cloud Software and Services due to increased investments in the segments’ 5G portfolios and in Enterprise as a result of the acquired Cradlepoint business.
Selling and administrative (SG&A) expenses
SG&A expenses increased to SEK -27.0 (-26.7) billion. Selling expenses increased through investments in expanding the sales force in the acquired Cradlepoint business. Revaluation of customer financing was SEK 0.4 (-0.3) billion.
Impairment losses on trade receivables
Reversal of impairment losses on trade receivables was SEK 0.0 (0.1) billion.
6
Other operating income and expenses
Other operating income and expenses was SEK 0.4 (0.7) billion. Share in earnings of JVs and associated companies was SEK -0.3 (-0.3) billion.
Restructuring charges
Restructuring charges decreased to SEK -0.5 (-1.3) billion. Restructuring charges in 2021 were mainly related to Mainland China.
Earning before financial items and income taxes (EBIT)
Reported EBIT improved to SEK 31.8 (27.8) billion with an EBIT margin of 13.7% (12.0%). EBIT excluding restructuring charges improved to SEK 32.3 (29.1) billion with an EBIT margin excluding restructuring charges of 13.9% (12.5%). The improvement was driven by improved gross income in segment Networks.
Net income
Net income improved to SEK 23.0 (17.6) billion, driven by improved EBIT and lower reported taxes. Earnings per share (EPS) diluted was SEK 6.81 (5.26) and Adjusted EPS was SEK 7.26 (5.83).
EBITA
EBITA improved to SEK 33.3 (29.0) billion with an EBITA margin of 14.3% (12.5%). EBITA excluding restructuring charges increased to SEK 33.8 (30.3) billion corresponding to an EBITA margin excluding restructuring charges of 14.6% (13.1%).
Financial income and expenses, net
Financial income and expenses, net declined to SEK -2.5 (-0.6) billion, mainly due to impact from the currency hedge. The currency hedge effect impacted financial income and expenses, net by SEK -0.8 (1.0) billion. The USD strengthened against the SEK between December 31, 2020 (SEK/USD rate 8.19) and December 31, 2021 (SEK/USD rate 9.05).
Taxes
Taxes were SEK -6.3 (-9.6) billion, positively impacted by utilization of impaired withholding tax assets in Sweden. The effective tax rate in 2021 was 21%, while the effective 2020 tax rate was approximately 35%. Effective tax rate excluding utilization of impaired withholding tax assets in Sweden would have been 25%.
Employees
The number of employees on December 31, 2021 was 101,322, an increase of 498 employees compared with December 31, 2020. In Research and Development, the number of employees increased by 1,210.
Cash flow
Cash flow from operating activities
Reported cash flow from operating activities was SEK 39.1 (28.9) billion. The improvement was attributed to both improved EBIT and decreased operating net assets. Cash flow from operating activities in 2020 was impacted by payments of SEK -3.0 billion into the Swedish Pension Trust. Operating net assets decreased for the full year with a positive impact on cash flow from operating activities of SEK 4.0 billion. Key movements include a negative impact of SEK -5.6 billion related to an increase in inventory, mainly driven by the decision to strengthen the supply chain resilience within Networks. The negative impact was partly offset by a positive impact of SEK 1.4 billion from an increase in trade payables. Cash flow from operating activities was also positively impacted by SEK 4.0 billion from an increase in contract liabilities. Provisions of SEK 4.2 (4.0) billion were utilized, of which SEK 0.8 (0.8) billion related to restructuring charges. Taxes paid were SEK -4.1 billion.
Accounts receivable days of sales outstanding increased to 71 (69) days and working capital days were stable at 65 (65) days.
Free cash flow
Free cash flow before M&A was SEK 32.1 (22.3) billion, or 13.8% (9.6%), in relation to net sales, compared with the long-term target of 9-12%. Capex net and other investing activities were SEK -4.6 (-4.3) billion. Repayment of lease liabilities was SEK -2.4 (-2.4) billion. There were few M&A transactions settled in 2021, and free cash flow after M&A was SEK 32.1 (12.7) billion.
Cash flow from investing activities
Reported cash flow from investing activities was SEK -19.9 (-15.2) billion as a result of purchases of interest-bearing securities.
Cash flow from financing activities
Reported cash flow from financing activities was SEK -9.3 (-12.5) billion including repayment of lease liabilities. During the year, dividends of SEK -6.9 (-6.0) billion were paid to shareholders and the net impact on cash flow from issuance and repayment of long-term debt was SEK 2.1 billion.
Financial position
Gross cash was SEK 97.6 (72.0) billion as a result of the positive free cash flow from operating activities and a SEK 2.6 billion loan with the European Investment Bank (EIB), partly offset by SEK -6.9 (-6.0) billion of dividends paid to shareholders. Net cash was SEK 65.8 (41.9) billion.
Liabilities for post-employment benefits decreased to SEK 36.1 (37.4) billion, primarily due to positive asset returns. The Swedish defined benefit obligation (DBO) was calculated using a discount rate based on the yields of Swedish government bonds. If the discount rate had been based on Swedish covered mortgage bonds, the liability for post-employment benefits would have been approximately SEK 17.3 billion (SEK 18.8 billion lower than current DBO).
The average maturity of long-term borrowings was 3.5 years as of December 31, 2021, an increase from 2.7 years 12 months earlier. In March 2021, Ericsson repaid its EUR -0.5 billion (SEK -5.1 billion) bond, and in May 2021, Ericsson issued a EUR 0.5 billion (SEK 5.0 billion) senior unsecured eight-year bond.
In September 2021, Ericsson renewed its existing USD 2.0 billion revolving credit facility, linked to two of Ericsson’s long-term sustainability goals. The facility has a five-year tenure with two one-year extension options and is undrawn.
Standard & Poor’s and Fitch have a long-term BBB- rating on Ericsson with stable outlook. Moody’s has a Ba1 rating with stable outlook.
The capital turnover decreased to 1.3 (1.4) times, while Return on capital employed (ROCE) improved to 18.4% (17.0%) driven by improved EBIT.
Research and development, patents and licensing
In 2021, R&D expenses amounted to SEK -42.1 (-39.7) billion. R&D expenses were impacted by SEK -0.1 (-0.4) billion of restructuring charges. The number of R&D resources increased to 27,379 (26,169) and the number of patents continued to increase and amounted to more than 60,000 (57,000) granted patents by end of 2021.
Seasonality
The Company’s sales, income and cash flow from operating activities vary between quarters and are generally lowest in the first quarter of the year and highest in the fourth quarter. This is mainly a result of the seasonal purchase patterns of telecom operators.
Off-balance sheet arrangements
There were no off-balance sheet arrangements that have, or would be reasonably likely to have, a current or anticipated material effect on the Company’s financial condition, revenues, expenses, result of operations, liquidity, capital expenditures or capital resources.
7
Capital expenditures
For 2021, capital expenditures were SEK 3.7 (4.5) billion, representing 1.6% of sales. Expenditures are largely related to test sites and equipment for R&D, network operation centers and manufacturing and repair operations.
Annual capital expenditures are normally around 2% of sales. This corresponds to the needs for keeping and maintaining the current capacity level. The Board of Directors reviews the Company’s investment plans and proposals. As of December 31, 2021, no material land, buildings, machinery or equipment were pledged as collateral for outstanding indebtedness.
Capitalized development expenses
Capitalized development expenses increased to SEK -1.0 (-0.8) billion due to 5G development projects. The net effect on operating income of capitalized and amortized development expenses was SEK -0.1 (0.2) billion.
Business results – Segments
Networks
Networks represented 72% (71%) of Group net sales in 2021. Networks offers multi-technology capable Radio Access Network (RAN) solutions for all network spectrum bands, including integrated high-performing hardware and software. The offering also includes a cloud-native RAN portfolio, a transport portfolio, passive and active antenna solutions and a complete service portfolio covering network deployment and support.
Net sales
Reported sales increased by 1% in 2021 to SEK 167.8 (166.0) billion. Growth was driven primarily by increased product sales as a result of continued market share gains. Sales growth adjusted for comparable units and currency increased by 7%. Sales growth was underpinned by increased sales in North America and in Europe and Latin America as well as in some North East Asian markets. Sales declined by SEK -6.4 billion year-over-year in Mainland China, impacting the growth rate adjusted for comparable units and currency by -4 percentage points.
Gross margin
Reported gross margin increased to 47.0% (43.6%), as a result of continued strengthening of operational leverage and a higher share of product revenues in the sales mix.
EBIT
Reported EBIT increased to SEK 37.3 (30.9) billion with an increase in EBIT margin to 22.2% (18.6%). EBIT excluding restructuring charges improved to SEK 37.5 (31.6) billion with an EBIT margin excluding restructuring charges of 22.4% (19.0%) driven by sales growth and improved gross margin. R&D investments in the 5G portfolio increased during the year, while selling and administrative expenses decreased.
Cloud Software and Services
Cloud Software and Services represented 24% (26%) of Group net sales in 2021. Cloud Software and Services provides solutions for core networks, business and operational support systems, network design and optimization, and network managed services. The focus is to enable communications service providers to succeed in their transition to cloud native, intelligent and automated networks and operations.
Net sales
Reported sales decreased by -6% to SEK 56.2 (59.6) billion in 2021, mainly due to reduced variable sales in network managed services in a large contract in North America, after the merger between two operators. Sales in Mainland China decreased by SEK -1.3 billion year-over-year.
Gross margin
Reported gross margin increased to 33.5% (32.7%), while gross margin excluding restructuring charges increased to 33.9% (33.2%), mainly as a result of efficiency gains, partially offset by the negative impact of initial 5G Core deployment costs.
EBIT (loss) Reported EBIT (loss) was SEK -2.2 (-0.8) billion. EBIT excluding restructuring charges was SEK -2.0 (-0.5) billion.
Enterprise
Segment Enterprise represented 3% (2%) of Group net sales in 2021. The segment comprises of three Business Areas offering solutions primarily to Enterprise: Global Communications Platform (Vonage) including cloud-based Unified Communications as a Service (UCaaS), Contact Center as a Service (CCaaS) and Communications Platform as a Service (CPaaS); Enterprise Wireless Solutions including private wireless networks and wireless WAN (Cradlepoint) pre-packaged solutions; Technologies and New Businesses including mobile financial services, security solutions and advertising services.
Net sales
Reported sales increased by 30% to SEK 6.2 (4.8) billion, driven by the acquired Cradlepoint business. Cradlepoint saw increasing demand for the 5G portfolio during the year. Reported sales and margins for Cradlepoint were in line with the acquisition plan.
Gross margin
Reported gross margin increased to 46.4% (36.9%), while gross margin excluding restructuring charges increased to 46.4% (39.8%) driven by Cradlepoint. Cradlepoint has a higher average gross margin that the other business in the Enterprise segment.
EBIT (loss)
Reported EBIT (loss) was SEK -3.0 (-1.9), while EBIT excluding restructuring charges was SEK -2.9 (-1.7) billion driven by the acquired Cradlepoint business.
Other
Segment Other represented 1% (1%) of Group net sales in 2021. Segment Other includes media businesses as well as other non-allocated business.
Net sales
Reported sales was stable at SEK 2.0 billion.
Gross margin
Reported gross margin was 7.9% (2.4%), while gross margin excluding restructuring charges was 8.3% (3.0%).
EBIT (loss)
Reported EBIT (loss) was SEK -0.3 (-0.3) billion. The 2021 result was impacted by the Nokia settlement related to the 2019 resolution with the U.S. authorities and impairment write-off. EBIT was positively impacted by SEK 1 billion through a positive revaluation of Ericsson investments and data center divestment.
B. Liquidity and Capital Resources
The information set forth under the following headings of the 20222023 Swedish Annual Report (adjusted version) is incorporated herein by reference:
Financial report
Board of Directors’ report
8
Financial highlights – Cash flow
Financial highlights – Financial position
Financial highlights – Seasonality
| • | Financial highlights – Off-balance sheet arrangements |
Financial highlights – Capital expenditures
Notes to the consolidated financial statements
Note B9 – Other current liabilities
Note D1—D1 – Provisions
Note D2 – Contingent liabilities
Note D4—D4 – Contractual obligations
Note F1 – Financial risk management
Note F4 – Interest-bearing liabilities
Note H3 – Statement of cash flows
See Item 8.B. “Financial Information – Significant Changes” herein.
C. Research and Development, Patents and Licenses, etc.
The information set forth under the following headings of the 20222023 Swedish Annual Report (adjusted version) is incorporated herein by reference:
Financial report
Business strategy
Risk factors – Risks related to business activities and industry
Board of Directors’ report
Financial highlights – Research and development, patents and licensing
Ericsson has a policy of strong commitment to research and development (R&D)(“R&D”) with substantial contributions to cutting-edge open standards and technologies, leading the development of cellular technology – from 2G to 5G and beyond. Our strong R&D investments position us to further extend our technology leadership for cost performance and sustainability. It is Ericsson’s policy to protect and capitalize on our R&D investments by creating, securing, protecting, and licensing a portfolio of patents in support of our overall business goals. Our patent portfolio comprises more than 60,000 granted patents, which are licensed globally on FRAND terms to the users of our technology.
Ericsson is one of the largest contributors to O-RAN, driving the alignment between 3GPP and Open RAN and investing heavily in Cloud RAN to ensure long-term competitiveness. Within Enterprise, Ericsson is increasing investments in developing the network APIs. Other areas of focus in R&D include the capability of networks to handle gigabytes per second more efficiently, using more automation, using Artificial Intelligence to improve network performance and reducing energy consumption, while securing sustainability leadership to support customers to lower the total cost of ownership and meet net zero requirements.
Research and Development and Patent Information
| 2022 | 2021 | 2020 | 2023 | 2022 | 2021 | |||||||||||||||||||
R&D employees | 29,304 | 27,379 | 26,169 | 28,219 | 29,304 | 27,379 | ||||||||||||||||||
R&D expenses SEK bn | 47.3 | 42.1 | 39.7 | 50.7 | 47.3 | 42.1 | ||||||||||||||||||
Patents | over 60,000 | over 60,000 | over 57,000 | over 60,000 | over 60,000 | over 60,000 | ||||||||||||||||||
D. Trend Information
The information set forth under the following headings of the 20222023 Swedish Annual Report (adjusted version) is incorporated herein by reference:
Financial report
CEO Comment
Our industry vision
Enterprise expansion
Leading with integrity
Looking ahead
Board of Directors’ report
Business in 20222023
Financial highlights – Seasonality
6
Business results – Segments
Business results – Market areas
See Item 8.B. “Financial Information – Significant Changes” herein.
E. Critical accounting estimates
Financial report
Notes to the consolidated financial statements
Note A2—A2 – Critical accounting estimates and judgments
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A. Directors and Senior Management
The information set forth under the following headings of the 20222023 Swedish Annual Report (adjusted version) is incorporated herein by reference:
Corporate Governance report
Members of the Board of Directors
Members of the Executive Team
Board Diversity
The table below provides certain information regarding the diversity of our board of directors. Each of the categories listed in the table has the meaning ascribed to it in NASDAQ Listing Rule 5605(f).
9
| Board Diversity Matrix (as of March 15, 2023) | ||||||||||||||||
| Board Diversity Matrix (as of March 12, 2024) | Board Diversity Matrix (as of March 12, 2024) | |||||||||||||||
| Country of Principal Executive Offices: | Sweden | Sweden | ||||||||||||||
| Foreign Private Issuer | Yes | Yes | ||||||||||||||
| Disclosure Prohibited under Home Country Law | Yes | Yes | ||||||||||||||
| Total Number of Directors | 11 | 13 | ||||||||||||||
| Female | Male | Non-Binary | Did Not Disclose Gender | Female | Male | Non-Binary | Did Not Disclose Gender | |||||||||
| Part I: Gender Identity | ||||||||||||||||
| Directors | 4 | 7 | 0 | 0 | 5 | 8 | 0 | 0 | ||||||||
| Part II: Demographic Background | ||||||||||||||||
| Underrepresented Individual in Home Country Jurisdiction | — | — | ||||||||||||||
| LGBTQ+ | — | — | ||||||||||||||
| Did Not Disclose Demographic Background | — | — | ||||||||||||||
The information set forth under the following headings of the 20222023 Swedish Annual Report (adjusted version) is incorporated herein by reference:
Financial report
Notes to the consolidated financial statements
Note G3 – Share-based compensation
See Item 8.B. “Financial Information – Significant Changes” herein.
B. Compensation
The information set forth under the following headings of the 20222023 Swedish Annual Report (adjusted version) is incorporated herein by reference:
Financial report
Board of Directors’ report
Corporate governance – Remuneration
Guidelines for Remuneration to Group Managementmanagement
Notes to the consolidated financial statements
Note G1 – Post-employment benefits
Note G2 – Information regarding members of the Board of Directors and Group management
Note G3 – Share-based compensation
Corporate Governance report
Remuneration to Board members
Remuneration report
Remuneration report 20222023
See Item 8.B. “Financial Information – Significant Changes” herein.
C. Board Practices
The information set forth under the following headings of the 20222023 Swedish Annual Report (adjusted version) is incorporated herein by reference:
Financial report
Notes to the consolidated financial statements
Note G2 – Information regarding members of the Board of Directors and Group management – Comments to the table
Corporate Governance report
Board of Directors – Composition of the Board of Directors and diversity
Committees of the Board of Directors – Audit and Compliance Committee
Committees of the Board of Directors – Remuneration Committee
See Item 8.B. “Financial Information – Significant Changes” herein.
7
D. Employees
The information set forth under the following headings of the 20222023 Swedish Annual Report (adjusted version) is incorporated herein by reference:
Financial report
Board of Directors’ report
Financial Highlights – Employees
Notes to the Consolidated financial statements
Note G4 – Employee Information
We considerbelieve that ourwe have a good relationship with the labor unions that represent our employees is good.employees.
10
Number of employees by market area at year-end
| 2022 | 2021 | 2020 | 2023 | 2022 | 2021 | |||||||||||||||||||
South East Asia, Oceania and India | 27,761 | 26,369 | 25,869 | 27,016 | 27,761 | 26,369 | ||||||||||||||||||
North East Asia | 13,207 | 13,091 | 13,944 | 12,331 | 13,207 | 13,091 | ||||||||||||||||||
North America | 11,993 | 10,344 | 10,175 | 10,744 | 11,993 | 10,344 | ||||||||||||||||||
Europe and Latin America 1) | 48,023 | 47,064 | 46,580 | 45,380 | 48,023 | 47,064 | ||||||||||||||||||
Middle East and Africa | 4,545 | 4,454 | 4,256 | 4,481 | 4,545 | 4,454 | ||||||||||||||||||
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Total | 105,529 | 101,322 | 100,824 | 99,952 | 105,529 | 101,322 | ||||||||||||||||||
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1) Of which in Sweden | 14,481 | 14,183 | 13,173 | |||||||||||||||||||||
1) Number of employees in Sweden | 13,977 | 14,481 | 14,183 | |||||||||||||||||||||
E. Share Ownership
The information set forth under the following headings of the 20222023 Swedish Annual Report (adjusted version) is incorporated herein by reference:
Financial report
The Ericsson share—share - Shareholders
Notes to the consolidated financial statements
Note G2 – Information regarding members of the Board of Directors and Group management
Corporate Governance report
Members of the Board of Directors
Members of the Executive Team
Remuneration report
Remuneration report 20222023
F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation
Not applicable.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A. Major Shareholders
The information set forth under the following headings of the 20222023 Swedish Annual Report (adjusted version) is incorporated herein by reference:
Financial report
The Ericsson Share—Share - Shareholders
Corporate Governance report
Governance structure—Structure and Core Values - Ownership structure
B. Related Party Transactions
The information set forth under the following heading of the 20222023 Swedish Annual Report (adjusted version) is incorporated herein by reference.
Financial Reportreport
Notes to the consolidated financial statements
Note H4 – Related party transactions
Note G2 – Information regarding members of the Board of Directors and Group management
C. Interests of Experts and Counsel.
Not applicable.
ITEM 8. FINANCIAL INFORMATION
A. Consolidated Statements and Other Financial Information.
The information set forth under the following headings of the 20222023 Swedish Annual Report (adjusted version) is incorporated herein by reference:
Financial report
Board of Directors’ report
Legal proceedings
Parent Company – Proposed disposition of earnings
Consolidated financial statements
Notes to the consolidated financial statements
Reports of independent registered public accounting firm
See Item 8.B. “Financial10.B. “Additional Information – Significant Changes,” Item 10.B. “Additional Information—Memorandum and Articles of Association” and Item 17. “Financial Statements” herein.
B. Significant Changes
Proposals from the Nomination Committee
On January 11, 2023, Ericsson announced the Nomination Committee’s proposal that the shareholders elect at the Annual General Meeting 2023 ten ordinary board members with no deputy directors. The Nomination Committee proposed that the following persons be elected as board members:
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Christy Wyatt (new election)
Jonas Synnergren (new election)
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In addition,B. Significant Changes
Ericsson appoints Lars Sandström as Chief Financial Officer
On January 23, 2024, Ericsson announced the Nomination Committee informed the Company that the current chairman, Ronnie Leten,appointment of Lars Sandström as its new Chief Financial Officer, Senior Vice President, and board members Kurt Jofs and Nora Denzel had informed the Nomination Committee that theyHead of Group Function Finance. Mr. Sandström will not stand for re-election at the Annual General Meeting 2023. The Company expects to hold its Annual General Meeting on March 29, 2023, and the Nomination Committee’s complete proposals and motivated statement are available on the Company’s website www.ericsson.com.
Update on Deferred Prosecution Agreement
In 2019,replace Carl Mellander, whose departure Ericsson entered into a deferred prosecution agreement (DPA) with the United States Department of Justice (DOJ) in order to resolve past (prior to 2017) Foreign Corrupt Practices Act (FCPA) violations relating to misconduct in certain countries. The DPA provided that, in the event of any breach of its ongoing DPA obligations, the Company could be prosecuted for the historical FCPA violations covered by the DPA.
As announced in October 2021April 2023. Mr. Sandström will join Ericsson on April 1, 2024, and March 2022, the DOJ notified Ericsson that it failed to provide certain documentswill be based in Sweden. Lars Sandström is currently Chief Financial Officer and information to the DOJ in a timely manner and did not adequately report to the DOJ certain information relating to the 2019 internal Iraq investigation. The DOJ has not alleged or charged Ericsson with any new criminal misconduct since the startmember of the DPA.
The Company’s internal investigationexecutive team at Getinge - a listed global leader within Medtech. Mr. Sandström has been with Getinge since 2017 and its cooperation with authoritiesholds a Master of Science in relation to the matters discussed in a 2019 internal Iraq investigation report remain openBusiness Administration. Mr. Sandström has previously held several senior positions at AB Volvo, Scania and ongoing. With respect to the matters described in the 2019 internal Iraq investigation report, the Company continues to thoroughly investigate the matters in full cooperation with the DOJ and the SEC.
As previously disclosed, the Company’s 2019 investigation did not conclude that Ericsson made or was responsible for any payments to any terrorist organization and significant further investigation over the course of 2022 has not altered this conclusion. Since 2019, Ericsson has taken significant remedial measures, overseen by the Board of Directors. These include enhancing its group-wide approach to risk management and strengthening its compliance program and internal controls. The Company agreed in December 2022 to extend its independent compliance monitorship with one year, until June 2024, to further our efforts to embed best-in-class compliance, risk management and internal controls across the organization. On March 2, 2023, the Company reached a resolution (DOJ Plea Agreement) with the DOJ regarding non-criminal breaches under its DPA. Under the DOJ Plea Agreement, Ericsson will plead guilty to previously deferred charges relating to conduct prior to 2017. In addition, Ericsson has agreed to pay a fine of USD 206,728,848. The entry of the DOJ Plea Agreement will bring the DPA to an end. In the fourth quarter of 2022, the Company made a provision of SEK 2.3 billion (approx. USD 220 million) in relation to the DOJ Plea Agreement, including estimated expenses (SEK 0.1 billion) for the extended compliance monitorship.Swedish Orphan Biovitrum AB.
Ericsson announces changes to the Executive Team
On January 25, 2023,24, 2024, Ericsson announced that Jenny LindqvistSenior Vice President Niklas Heuveldop been appointed as new Head of Business Area Global Communications Platform and CEO of Vonage as of February 1, 2024. Mr. Heuveldop who has been a member of the Executive Team and headed Market Area North America since 2017, succeeds Rory Read who will leave Ericsson at the end of the first quarter 2024. Yossi Cohen replaces Mr. Heuveldop as Head of Market Area North America as of February 1, 2024. Effective the same date he will become member of the Executive Team, reporting to the President and CEO. Mr. Cohen is previously Head of Strategy, Technology, Marketing and Business Development within Market Area North America.
Ericsson appoints Chafic Nassif Head of Market Area North East Asia
On January 29, 2024, Ericsson announced that Chafic Nassif has been appointed as Head of Market Area North East Asia and Senior Vice President, as of February 26, 2024. Effective the same date he will become member of the Executive Team, reporting to the President and CEO. Chafic Nassif succeeds Chris Houghton who was appointed Chief Operating Officer of Ericsson in November 2023. Chafic Nassif has held several executive and management positions within Ericsson across various business segments and geographies worldwide. Most recently he was the Head of Ericsson’s Customer Unit Latin America North within Market Area Europe & Latin America, as of February 1, 2023. Effective the same date she will become member of theAmerica. Before joining Ericsson, Executive Team, reporting to the CEO. Jenny Lindqvist has a Master of ScienceMr. Nassif was active in Business & Economics from Stockholm School of Economics. Previous management positions within Ericsson Business Area and Market Area organizations include Head of Global Customer Unit Telia Company, Head of Solution Line Intelligent Transport Systems, Key Account Manager Telenor, Managed Services Engagement Lead and Business Manager Multimedia. Previous positions outside Ericsson include roles in management consulting in France and Sweden,tech start-ups, as well as IT and business consulting leadership roles in PharmaceuticalsEurope.
Ericsson to utilize mandate to transfer shares
Ericsson’s annual general meeting on March 29, 2023 authorized the company’s board of directors to resolve on the transfer of the company’s own shares. Under the authorization the company may, in conjunction with the delivery of vested shares under the long-term variable compensation programs 2019 and 2020 (“LTV 2019” and “LTV 2020”), prior to the annual general meeting in 2024, decide to retain and sell no more than 60% of the vested shares of series B in the Philippines.company in order to cover for the costs for withholding and paying tax and social security liabilities on behalf of the participants in relation to the performance share awards for remittance to revenue authorities. Ericsson decided on February 16, 2024 to utilize the authorization to transfer shares for these purposes.
AsThe transfer of own shares may take place on Nasdaq Stockholm during the period from and including February 16, 2024 up to the annual general meeting 2024 at a memberprice within the price interval registered from time to time.
Ericsson currently holds 12,932,223 shares of Ericsson’s Executive Leadership Team, Jenny Lindqvist succeeds Stefan Koetz who has been actingseries B in this role asthe company and the maximum number of June 1, 2022. Stefan will takeshares that may be transferred on a new role as HeadNasdaq Stockholm pursuant to the decision to utilize the authorization amounts to 774,889 shares of Strategic Projects for Market Area Europe & Latin America.series B in the company.
ITEM 9. THE OFFER AND LISTING
A. Offer and Listing Details
The information set forth in Exhibit 2.3, “Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934” is incorporated herein by reference.
B. Plan of Distribution
Not applicable.
C. Markets
The information set forth in Exhibit 2.3, “Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934” is incorporated herein by reference.
D. Selling Shareholders
Not applicable.
E. Dilution
Not applicable.
F. Expenses of the Issue
Not applicable.
ITEM 10. ADDITIONAL INFORMATION
A. Share Capital
Not applicable.
B. Memorandum and Articles of Association
The information set forth in Exhibit 2. 3,2.3, “Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.” is incorporated herein by reference.
C. Material Contracts
The information set forth under the following headings of the 20222023 Swedish Annual Report (adjusted version) is incorporated herein by reference:
Financial report
Board of Directors’ report
Material contracts
Notes to the consolidated financial statements
Note E2 – Business combinations
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Vonage Merger Agreement
On November 22, 2021, Ericsson, Vonage Holdings Corp. (“Vonage”) and Ericsson Muon Holding Inc. (“Ericsson Muon”) entered into an Agreement and Plan of Merger (the “Vonage Merger Agreement”) providing for the acquisition of Vonage by Ericsson.
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The Vonage Merger Agreement provides that, among other things, upon the terms and subject to the conditions set forth in the Vonage Merger Agreement, Ericsson Muon will merge with and into Vonage, with Vonage continuing as the surviving corporation and an indirect wholly owned subsidiary of Ericsson. Pursuant to the Vonage Merger Agreement, each share of common stock, par value $0.001 USD per share, of Vonage prior to the effective time of the merger (other than specific exceptions noted in the Vonage Merger Agreement) werewas converted into the right to receive $21.00 USD per share in cash, without interest.
The Vonage Merger Agreement was subject to customary representations and warranties, and customary covenants and agreements. On July 21, 2022, Ericsson completed the acquisition of Vonage through an all cash transaction for approximately $6.2 billion USD.
Cradlepoint Merger Plan Agreement
On September 18, 2020, Ericsson and Cradlepoint Inc. (“Cradlepoint”), a US company providing wireless WAN Edge 4G and 5G solutions, entered into an agreement and plan of merger (the “Cradlepoint Merger Plan Agreement”). Pursuant to the Cradlepoint Merger Plan Agreement, Ericsson acquired all of the shares of Cradlepoint, and Cradlepoint became an indirect wholly owned subsidiary of Ericsson while continuing to operate under its existing brand, for a purchase price of SEK 9.5 billion (approximately $1.1 billion USD).
The Cradlepoint Merger Plan Agreement was subject to customary representations and warranties, and customary covenants and agreements. On November 2, 2020, Ericsson completed the acquisition of Cradlepoint.
D. Exchange Controls
There is no Swedish legislation affecting the import or export of capital or the remittance of dividends, interest or other payments to non-resident holders of our securities, except that, subject to the provisions in any tax treaty, dividends are subject to withholding tax.
E. Taxation
General
The taxation discussion set forth below does not purport to be a complete analysis or listing of all potential tax effects relevant to the acquisition, ownership or disposition of Class B shares or ADSs. The statements of United States and Swedish tax laws set forth below are based on the laws in force as of the date of this report and may be subject to any changes in United States or Swedish law, and in any double taxation convention or treaty between the United States and Sweden, occurring after that date, which changes may then have a retroactive effect.
Specific tax provisions may apply for certain categories of taxpayers. Your tax treatment if you are a holder of Class B shares or ADSs depends in part on your particular situation. If you are a holder of Class B shares or ADSs, you should, therefore, consult a tax advisor as to the tax consequences relating to your particular circumstances resulting from the ownership of Class B shares or ADSs.
The tax consequences to holders of ADSs, as discussed below, apply equally to holders of Class B shares.
Certain Swedish Tax Considerations
This section describes the material Swedish income and net wealth tax consequences for a holder of ADSs or Class B shares who is not considered to be a Swedish resident for Swedish tax purposes. This section applies to you only if you are a holder of portfolio investments representing less than 10% of capital and votes and is not applicable if the ADSs or Class B shares pertain to a permanent establishment or fixed place of business in Sweden.
Taxation on Capital Gains
Generally, non-residents of Sweden are not liable for Swedish capital gains taxation with respect to the sale of ADSs or Class B shares. However, under Swedish tax law, capital gains from the sale of shares in Swedish companies and certain other securities by an individual may be taxed in Sweden at a rate of 30% if the seller has been a resident of Sweden or has lived permanently in Sweden at any time during the year of the sale or the 10 calendar years preceding the year of the sale (absent treaty provisions to the contrary). The provision is applicable to ADSs or Class B shares. From January 1, 2008, the rule has been extended so that it also applies to shares in foreign companies, provided that the shares were acquired during the time that the person was liable to tax in Sweden.
This provision may, however, be limited by tax treaties that Sweden has concluded with other countries. Under the tax treaty between Sweden and the United States (the “U.S. Tax Treaty”), this provision applies for ten years from the date the individual became a non-resident of Sweden.
Taxation on Dividends
A Swedish dividend withholding tax at a rate of 30% is imposed on dividends paid by a Swedish corporation, such as us, to non-residents of Sweden. The same withholding tax applies to certain other payments made by a Swedish corporation, including payments as a result of redemption of shares and repurchase of stock through an offer directed to its shareholders. Exemption from the withholding tax or a lower tax rate may apply by virtue of a tax treaty. Under the U.S. Tax Treaty, the withholding tax on dividends paid on portfolio investments to eligible U.S. holders is reduced to 15%.
Under all Swedish tax treaties, except the tax treaty with Switzerland, withholding tax at the applicable treaty rate should be withheld by the payer of the dividends. With regard to dividends paid from shares in corporations registered with the Euroclear Sweden (such as our shares), a reduced rate of dividend withholding tax under a tax treaty is generally applied at the source by the Euroclear Sweden or, if the shares are registered with a nominee, the nominee, as long as the person entitled to the dividend is registered as a non-resident and sufficient information regarding the tax residency of the beneficial owner is available to the Euroclear Sweden or the nominee.
In those cases where Swedish withholding tax is withheld at the rate of 30% and the person who received the dividends is entitled to a reduced rate of withholding tax under a tax treaty, a refund may be claimed from the Swedish tax authorities before the end of the fifth calendar year following the year that the distribution was made.
Certain United States Federal Income Tax Consequences
The following discussion is a summary of the material United States federal income tax consequences relevant to the ownership and disposition of ADSs or Class B shares. This discussion is based on the tax laws of the United States (including the Internal Revenue Code of 1986, as amended (the “Code”), its legislative history, existing and proposed U.S. Treasury regulations thereunder, published rulings and court decisions) as in effect on the date hereof, all of which are subject to change, possibly with retroactive effect. The discussion is not a full discussion of all tax considerations that may be relevant to the ownership and disposition of ADSs or Class B shares and does not address the Medicare tax on net investment income or the effects of any state, local or non-U.S. tax laws. The discussion applies only if you hold the ADSs and/or the Class B shares as capital assets and you use the USD as your functional currency. It does not deal with the tax treatment of investors subject to special rules, such as grantor trusts, real estate investment trusts, regulated investment companies, banks, brokers or dealers in securities or currencies, traders in securities that elect to use a mark-to-market method of recording for their securities holdings, financial institutions, insurance companies, persons required to accelerate the recognition of any item of gross income with respect to our ADSs or Class B shares as a result of such income being recognized on an applicable financial statement, tax-exempt entities, investors liable for alternative minimum tax, holders (either actually or constructively) of 10% or more of the voting power or the value of our shares, persons holding ADSs and/or Class B shares as part of a hedging, straddle, conversion or constructive sale transaction and persons who are resident or ordinarily resident in Sweden. In addition, investors holding ADSs and/or Class B shares indirectly through partnerships are subject to special rules not discussed below. You should consult your tax advisors about the United States federal, state, local and non-U.S. tax consequences to you of the ownership and disposition of the ADSs or Class B shares.
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The discussion below is not binding on the U.S. Internal Revenue Service (the “IRS”) or any court. Therefore, we can provide no assurance that the United States federal income tax consequences discussed below will not be challenged by the IRS or will be sustained by a court if challenged by the IRS.
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The discussion below applies to you only if you are a beneficial owner of ADSs and/or Class B shares not resident in Sweden for purposes of the U.S. Tax Treaty and you are, for United States federal income tax purposes, (1) a citizen or resident of the United States, (2) a corporation or any other entity treated as a corporation that is organized in or under the laws of the United States or its political subdivisions, including the District of Columbia, (3) a trust if all of the trust’s substantial decisions are subject to the control of one or more United States persons and the primary supervision of the trust is subject to a United States court, or if a valid election is in effect with respect to the trust to be taxed as a United States person, or (4) an estate the income of which is subject to United States federal income taxation regardless of its source.
The discussion below assumes that the representations contained in the deposit agreement governing the ADSs are true and that the obligations in the deposit agreement and any related agreement will be complied with in accordance with the terms. If you hold ADSs, you are expected to be treated as the holder of the underlying Class B shares represented by those ADSs for United States federal income tax purposes. The remainder of this discussion assumes that a holder of ADSs will be treated in this manner.
Dividends
Subject to the passive foreign investment company rules discussed below, the gross amount of distributions paid (before reduction for any Swedish withholding taxes) with respect to the ADSs or Class B shares generally will be included in your gross income as ordinary income from foreign sources to the extent paid out of our current or accumulated earnings and profits (as determined for United States federal income tax purposes). Distributions in excess of earnings and profits will be treated as a non-taxable return of capital to the extent of your adjusted tax basis in the ADSs or Class B shares and thereafter as capital gain. Because we do not maintain calculations of our earning and profits under United States federal income tax principles, you should expect all distributions will be reported as dividends for United States federal income tax purposes. The dividends will not be eligible for the dividends received deduction available to corporations in respect of dividends received from other U.S. corporations. The amount of any distribution paid in SEK will be the USD value of the distribution payment based on the spot rate of exchange in effect on the date of receipt (or constructive receipt) by you, in the case of Class B shares, or by the depositary, in the case of ADSs, whether or not the payment is converted into USD at that time. Your tax basis in the SEK received will equal such USD amount. Gain or loss, if any, recognized on a subsequent sale or conversion of the SEK will be U.S. source ordinary income or loss.
If you are a non-corporate holder of ADSs or Class B shares, dividends you receive on the ADSs or Class B shares may be taxed at the lower applicable long-term capital gains rate provided that (1) we are not a passive foreign investment company (as discussed below) for either our taxable year in which the dividend was paid or the preceding taxable year, (2) certain holding period requirements are met, (3) you are not under any obligation to make related payments with respect to substantially similar or related property and (4) either (a) in the case of ADSs our ADSs continue to be listed on the NASDAQ Stock Market (or a national securities exchange that is registered under section 6 of the Securities Exchange Act of 1934, as amended)amended (the “Exchange Act”)) or (b) we are eligible for the benefits of the U.S. Tax Treaty. You should consult your tax advisors regarding the availability of the lower rate for dividends paid with respect to ADSs or Class B shares.
Subject to certain limitations, you will generally be entitled to receive credit against your United States federal income tax liability (or a deduction against your United States federal taxable income) with respect to any Swedish tax withheld in accordance with the U.S. Tax Treaty and paid over to Sweden. If a refund of the tax withheld is available to you under the laws of Sweden or under the U.S. Tax Treaty, the amount of tax withheld that is refundable will not be eligible for such credit against your United States federal income tax liability (and will not be eligible for the deduction in computing your United States federal taxable income). For foreign tax credit limitation purposes, dividends will be income from sources without the United States, and will generally be treated as “passive category income” (or, in the case of certain holders, “general category income”). There are significant and complex limits on your ability to claim foreign tax credits, and recently issuedcredits. Under certain circumstances, applicable U.S. Treasury regulations that apply to non-U.S. income taxes paid or accrued in taxable years beginning on or after December 28, 2021 furthermay restrict the availability of any such credit based on the nature of the withholding tax imposed by the non-U.S. jurisdiction, such as Sweden. You should consult your tax advisors regarding the creditability or deductibility of any withholding taxes.
Sale or Exchange of ADSs or Class B shares
Subject to the passive foreign investment company rules discussed below, you will generally recognize capital gain or loss on the sale or other disposition of the ADSs or Class B shares equal to the difference between the USD value of the amount realized and your adjusted tax basis (determined in USD) in the ADSs or Class B shares. Such gain or loss will generally be long-term capital gain or loss if you have held the ADSs or Class B shares for more than one year, and will generally be treated as arising from U.S. sources for foreign tax credit limitation purposes. If you are a non-corporate holder of ADSs or Class B Shares, long-term capital gains are eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations.
The amount realized on a disposition of ADSs or Class B shares for cash will generally be the amount of cash you receive for the ADSs or Class B shares (which, in the case of payment in a non-U.S. currency, will equal the USD value of the payment received generally determined on the date of disposition). If the ADSs or Class B shares are treated as traded on an “established securities market” for United States federal income tax purposes and you are a cash basis taxpayer or an accrual basis taxpayer making a special election (which must be applied consistently from year to year and cannot be changed without the consent of the IRS), you will determine the USD value of the amount realized by translating the amount received at the spot rate of exchange on the settlement date of the sale.
If you are an accrual basis taxpayer and do not make the special election, you will recognize exchange gain or loss to the extent attributable to the difference between the exchange rates on the trade date and the settlement date, and such exchange gain or loss will be U.S. source ordinary income or loss.
Your initial tax basis in ADSs or Class B shares generally will equal the cost of such ADSs or Class B shares. If you used non-U.S. currency to purchase ADSs or Class B shares, the cost of such ADSs or Class B shares generally will be the USD value of the non-U.S. currency purchase price on the date of purchase, translated at the spot rate of exchange on that date. If ADSs or Class B shares are treated as traded on an “established securities market” for United States federal income tax purposes and you are a cash basis taxpayer or an accrual basis taxpayer making a special election (which must be applied consistently from year to year and cannot be changed without the consent of the IRS), you will determine the USD value of the cost of such ADSs or Class B shares by translating the amount paid at the spot rate of exchange on the settlement date of purchase.
Passive Foreign Investment Company Status
A non-U.S. corporation is a passive foreign investment company (a “PFIC”) in any taxable year in which, after taking into account the income and assets of certain subsidiaries, either (a) at least 75% of its gross income is passive income or (b) at least 50% of the quarterly average value of its assets is attributable to assets that produce or are held to produce passive income. For this purpose, passive income includes interest, dividends, gains from transactions in commodities (other than certain active business gains from the sale of commodities) and other investment income, with certain exceptions. The PFIC rules also contain a look-through rule whereby we will be treated as owning our proportionate share of the gross assets and earning our proportionate share of the gross income of any other corporation in which we own, directly or indirectly, 25% or more (by value) of the stock. Based on the market value of our shares, the composition of our assets and income and our operations, we believe we were not a PFIC during the year 2022.2023. However, whether or not we will be considered a PFIC will depend on the nature and source of our income and the composition and value of our assets, as determined from time to time. There can be no assurance that we will not be a PFIC for current or future taxable years. If we are treated as a PFIC, we will not provide information necessary for the “qualified electing fund” election as the term is defined in the relevant provisions of the Code. You should consult your tax advisors about the consequences of our potential classification as a PFIC.
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If we were classified as a PFIC with respect to your ADSs or Class B shares for any taxable year, we would generally continue to be a PFIC (unless certain conditions are met), and you would be subject to special rules with respect to:
any gain realized on the sale or other disposition of ADSs or Class B shares; or
any other “excess distribution” made to you (generally, any distributions to you in respect of ADSs or Class B shares during a single taxable year that are, in the aggregate, greater than 125% of the average annual distributions received by you in respect of ADSs or Class B shares during the three preceding taxable years or, if shorter, your holding period for ADSs or Class B shares).
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Under these rules:
the gain or any other excess distribution would be allocated ratably over your holding period for ADSs or Class B shares;
the amount allocated to the taxable year in which the gain or excess distribution was realized and any year before we became a PFIC would be taxable as ordinary income;
the amount allocated to each prior year, other than the current year and any taxable year prior to the first taxable year in which we were a PFIC, would be subject to tax at the highest applicable marginal tax rate in effect for each such year; and
an interest charge would be imposed.
If we are a PFIC for any taxable year, you will also be deemed to own shares in any of our subsidiaries that are also PFICs in such a year. As an alternative to the special rules described above, holders of “marketable stock” in a PFIC may elect mark-to-market treatment with respect to their ADSs or Class B shares. ADSs or Class B shares will not be considered marketable stock unless they are regularly traded on a qualified exchange or other market. If the mark-to-market election is available and you elect mark-to-market treatment you will, in general, include as ordinary income each year an amount equal to the increase in value of your ADSs or Class B shares for that year (measured at the close of your taxable year) and will generally be allowed a deduction for any decrease in the value of your ADSs or Class B shares for the year but only to the extent of previously included mark-to-market income. In addition, any gain you recognize upon the sale or other disposition of the ADSs or Class B shares will be treated as ordinary income and any loss will be treated as ordinary loss but only to the extent of previously included mark-to-market income. Any loss in excess of previously included mark-to-market income will be treated as a capital loss. However, a mark-to-market election would likely be unavailable with respect to your proportionate share in any of our subsidiaries that are PFICs.
If you own ADSs or Class B shares during any year in which we are a PFIC, you will generally be required to make an annual return on IRS Form 8621.
Information Reporting and Backup Withholding
In general, information reporting requirements will apply to dividends paid in respect of ADSs or Class B shares and the proceeds received on the sale or exchange of the ADSs or Class B shares within the United States or by a broker with certain United States connections. Backup withholding may apply to payments to you of dividends paid in respect of ADSs or Class B shares or the proceeds of a sale or other disposition of ADSs or Class B shares if you fail to provide an accurate taxpayer identification number (certified on IRS Form W–9) or, upon request, to certify that you are not subject to backup withholding or otherwise to comply with the applicable requirements of the backup withholding rules. Backup withholding is not an additional tax. The amount of any backup withholding from a payment to you will be allowed as a credit against your United States federal income tax liability, and a refund of any excess amount withheld under the backup withholding rules may be obtained by filing the appropriate claim for refund with the Internal Revenue Service and furnishing any required information.
Additional Reporting Requirements
Certain holders who are individuals (and certain entities) that hold an interest in “specified foreign financial assets” (which may include ADSs and/or Class B shares) are required to report information relating to such assets, subject to certain exceptions (including an exception for ADSs or Class B shares held in accounts maintained by certain financial institutions). Substantial penalties can apply if you are such a holder and fail to satisfy such reporting requirements. You should consult your tax advisors regarding the effects, if any, of these requirements on your ownership and disposition of ADSs or Class B shares.
F. Dividends and Paying Agents
Not applicable.
G. Statement by Experts
Not applicable.
H. Documents on Display
Annual reports and other information are filed with, or furnished to, the SEC in the United States, pursuant to the rules and regulations that apply to foreign private issuers. Electronic access to these documents may be obtained from the SEC’s website, www.sec.gov where they are stored in the EDGAR database.
I. Subsidiary Information
See Item “4.C.4.C. “Information on the Company—Company – Organizational Structure.”
J. Annual Report to Security Holders
Not applicable.
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
A. Quantitative Information about Market Risk
The information set forth under the following heading of the 20222023 Swedish Annual Report (adjusted version) is incorporated herein by reference:
Financial report
Board of Directors’ report
Risk management
Notes to the consolidated financial statements
Note F1 – Financial risk management
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B. Qualitative Information about Market Risk
The information set forth under the following headings of the 20222023 Swedish Annual Report (adjusted version) is incorporated herein by reference:
Financial report
Board of Directors’ report
Risk management
Notes to the consolidated financial statements
Note F1 – Financial risk management
Corporate Governance report
Risk Management
Risk management12
C. Interim Periods
Not applicable.
D. Safe Harbor
Not applicable.
E. Smaller Reporting Companies
Not applicable.
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ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
A. Debt Securities
Not applicable.
B. Warrants and Rights
Not applicable.
C. Other Securities
Not applicable.
D. American Depositary Shares
Depositary fees, charges and payments
During 2022,2023, an annual service fee of $0.02 was charged per ADS, for the operation and maintenance costs in administering the ADS program. The Depositary, Deutsche Bank Trust Company Americas (“Deutsche Bank”), established October 20, 20222023 as the record date for payment of annual servicing fees. During 2022,2023, an annual dividend fee of $0.01 was charged per ADS. The Depositary, Deutsche Bank, established March 31, 20222023 and September 30, 202229, 2023 as the record dates for payments of the dividend fee.
Fees and charges payable by ADS holders
Service | Rate | By whom paid | ||||
| 1) | Deposit of shares and issuance of receipts | Up to USD 5 per 100 American Depositary Shares or fraction thereof | Party to whom receipts are issued | |||
| 2) | Delivery of deposited shares against surrender of receipts | Up to USD 5 per 100 American Depositary Shares or fraction thereof | Party surrendering receipts | |||
| 3) | Processing of distribution of cash dividends and cash proceeds | Up to USD 3 per 100 American Depositary Shares | All ADS holders | |||
| 4) | Administration of the ADSs | Up to USD 3 per 100 American Depositary Shares per annum | All ADS holders | |||
In addition to the fees of the Depositary enumerated above, ADS holders are required under the terms of the deposit agreement to bear the following: (i) taxes and other governmental charges, (ii) share transfer registration fees on deposits, (iii) certain cable and facsimile transmission and delivery charges, and (iv) such expenses as are incurred by Deutsche Bank in the conversion of foreign currency into dollars.
Fees payable by the Depositary to the Company
Effective January 2019, Deutsche Bank agreed to pay Ericsson an amount equal to a fixed percentage of the net revenues, if any, collected by it as a result of charging ADS holders issuance and cancellation fees, and dividend processing and annual servicing fees. In 2022,2023, such amount totaled approximately USD 11.910.1 million.
Effective January 2019, Deutsche Bank waived the cost of providing the ADS program administrative and reporting services to the extent provided by Deutsche Bank, and has agreed to bear the cost of certain third-party out-of-pocket costs related to the ADS program up to USD 50,000 per year. These costs include costs for the local custodian’s administration of matters relating to meetings of shareholders and costs of certain transfer agent administration services, such as the registration and transfer of depositary receipts. In 2022,2023, such amount totaled approximately USD 75,000.61,000.
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PART II
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
A. Disclosure Controls and Procedures
The information set forth under the following heading of the 20222023 Swedish Annual Report (adjusted version) is incorporated herein by reference:
Corporate Governance report
Internal control over financial reporting – Disclosure controls and procedures
B. Management’s Annual Report on Internal Control Over Financial Reporting
The information set forth under the section “Financial report – Management’s report on internal control over financial reporting” of the 20222023 Swedish Annual Report (adjusted version) is incorporated herein by reference.
C. Attestation Report of the Registered Public Accounting Firm
The information set forth under the section “Financial report – Report of independent registered public accounting firm” of the 20222023 Swedish Annual Report (adjusted version) is incorporated herein by reference.
D. Changes in Internal Control Over Financial Reporting
The information set forth under the section “Financial report – Management’s report on internal control over financial reporting – Changes in internal control over financial reporting” of the 20222023 Swedish Annual Report (adjusted version) is incorporated herein by reference.
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
The information set forth under the following heading of the 20222023 Swedish Annual Report (adjusted version) is incorporated herein by reference:
Corporate Governance report
Committees of the Board of Directors
Audit and Compliance Committee – Members of the Audit and Compliance Committee
ITEM 16B. CODE OF ETHICS
We have adopted a Code of Business Ethics applicable to executive officers, directors and all other employees. Our Code of Business Ethics is available on our website at
Corporate Governance report
Regulation
Ethics and Compliance – Ethics & Compliance Program
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information set forth under the Section “Financial Report—report - Notes to the consolidated financial statements—statements - Note H5 – Fees to auditors” of the 20222023 Swedish Annual Report (adjusted version) is incorporated herein by reference.
Audit and Compliance Committee
The Audit and Compliance Committee reviews the scope and execution of audits to be performed by external and internal auditors and analyzes the resultresults and costs of the audits performed. The Audit and Compliance Committee keeps the Board of Directors informed regarding the external and internal audit results, the reliability of the Company’s financial reporting and the auditors’ performance. It also makes recommendations to the Nomination Committee regarding the appointment of the external auditor by the Annual General Meeting and auditor remuneration. In order to ensure the external auditor’s independence, the Audit and Compliance Committee has established
| • | General pre-approval – certain services regarding taxes, transactions, risk management, business improvement, corporate finance, attestation and accounting services and the so-called general services (other than prohibited services) have received general pre-approval by the Audit and Compliance Committee, provided that the estimated fee for each project does not exceed SEK 1 million. In addition, non-audit services provided to the Group shall not exceed 70% of the average of the fees paid in the last three consecutive financial years for the statutory audits of the Group. The external auditor must advise the Audit and Compliance Committee with a quarterly summary of ongoing projects related to audit and non-audit services and an annual report of fees and expenses for all audit and non-audit services. |
| • | Specific pre-approval – all other non-audit services and services subject to general pre-approval exceeding SEK 1 million must receive specific pre-approval. The external auditor submits an application in writing to the Parent Company for final approval by the Audit and Compliance Committee, including a statement as to whether, in the view of the external auditor, the contemplated services are consistent with applicable rules on its independence. The Audit and Compliance Committee Chairman has the delegated authority for specific pre-approval in between Committee meetings, provided that the estimated fee in each case does not exceed SEK 2.5 million. The Audit and Compliance Committee Chairman or other member designated by the Audit and Compliance Committee reports any pre-approval to the Audit and Compliance Committee at its next meeting. |
All services provided in 20222023 by the independent auditors were
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ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
All members of the Audit Committee of a NASDAQ New York-listed company must be independent in accordance with NASDAQ New York and SEC rules. SEC Rule
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
None.
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
None.
ITEM 16G. CORPORATE GOVERNANCE
Ericsson, as a company whose shares are listed on NASDAQ New York, is subject to the listing requirements and certain of the corporate governance requirements of NASDAQ New York and to certain rules of the SEC.
Under NASDAQ New York rules, all members of the audit committee of a NASDAQ New York- listedYork-listed company must be independent in accordance with SEC rules. SEC rules include a specific exemption from these independence requirements for an employee of a foreign private issuer who is not an executive officer if the employee is elected or named to the board of directors or audit committee pursuant to the issuer’s governing law or documents, or other home country legal or listing requirements
Under NASDAQ New York rules, Ericsson is permitted to follow home country practices in lieu of certain NASDAQ corporate governance requirements that would apply to US companies listed on NASDAQ New York. The rules require disclosures regarding the ways in which Ericsson’s corporate governance practices differ from those required of US companies under the rules of NASDAQ New York.
These differences include the following:
Employee representatives are appointed to Ericsson’s Board of Directors and serve on Committees (including the Audit and Compliance Committee and the Remuneration Committee) in accordance with Swedish law.
Employee representatives on the Ericsson Board and committees may attend all meetings of the Board and committees on which they serve (including those of the Audit and Compliance Committee and the Remuneration Committee) in accordance with Swedish law.
In accordance with Swedish market practices, the Nomination Committee is not fully comprised of Board members. In addition to the Chair of the Board, representatives of the four largest shareholders are members of the current Nomination Committee of Ericsson.
The determination regarding independence of Board members is made by the Nomination Committee (instead of the Board) prior to the Annual General Meeting of Shareholders (“AGM”). Before the AGM 2022,2023, the Nomination Committee determined that the following Board members were independent under all applicable independence requirements, including the NASDAQ New York rules: Jon Fredrik Baksaas, Jan Carlson, Nora Denzel, Carolina Dybeck Happe, Eric A. Elzvik, Kurt Jofs and Kristin S. Rinne.Rinne, Jonas Synnergren and Christy Wyatt. When appointing members to the committees of the Board, the Board makes determinations regarding committee member independence.
| • | The Board holds non-executive directors’ sessions but does not have regularly scheduled meetings with only independent directors present. |
Under applicable Swedish rules, Ericsson is not required to publicly disclose the material terms of all agreements and arrangements between its directors or nominees for director and any person or entity (other than Ericsson) relating to compensation or other payment in connection with such person’s candidacy or service as a director of the company.
The external auditor is elected by the shareholders and is proposed by the Nomination Committee upon recommendation from the Audit and Compliance Committee.
NASDAQ New York rules applicable to US companies require the consideration of six factors relating to the independence of compensation consultants, legal counsel or other advisers retained by compensation or remuneration committees. Consistent with Swedish practices, the Remuneration Committee’s procedures addressing independence of advisers do not expressly require the consideration of those six factors.
Ericsson does not solicit proxies for shareholder meetings, which is in accordance with Swedish practices and rules. However, the Board may collect proxies in accordance with the Articles of Association.
There are no minimum quorum requirements for shareholder meetings under Swedish law, except under certain limited circumstances. Certain resolutions requiring special quorums and majorities are described under Exhibit 2.3.
Some of the requirements addressed by NASDAQ New York rules are included in the Swedish Corporate Governance Code or the work procedure for the Board instead of committee charters. The work procedure establishes the attribution of various responsibilities among the Board, its committees and the President and CEO. The work procedure for the Board is reviewed, evaluated and amended as required or appropriate, and adopted by the Board at least once a year.
ITEM 16H. MINE SAFETY DISCLOSURE
Not applicable.
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
ITEM 16K. CYBERSECURITY
The information set forth under the following heading of the 2023 Swedish Annual Report (adjusted version) is incorporated herein by reference:
Financial report
Risk factors
Cybersecurity risks
Corporate Governance report
Cybersecurity
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EXHIBIT INDEX
The agreements and other documents filed as exhibits to this 20222023 Form 20-F are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by the registrant in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.
Securities Exhibit
2117
Exhibit Number | Description | ||
| 101.INS*** | Inline XBRL Instance Document -The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | ||
| 101.SCH*** | Inline XBRL Taxonomy Extension Schema Document. | ||
| 101.CAL*** | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | ||
| 101.DEF*** | Inline XBRL Taxonomy Definition Linkbase Document. | ||
| 101.LAB*** | Inline XBRL Taxonomy Extension Label Linkbase Document. | ||
| 101.PRE*** | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | ||
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document). | ||
| * | This certification will not be deemed “filed” for purposes of Section 18 of the Exchange Act (15 U.S.C. §78r), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference. |
| ** | Certain of the information included in Exhibit 15.1 is incorporated by reference into this |
| *** | In accordance with Rule 406T(b)(2) of Regulation S-T, such XBRL information will be furnished and not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, will be deemed not filed for purposes of Section 18 of the Exchange Act, |
| (P) | Paper exhibits |
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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.
| TELEFONAKTIEBOLAGET LM ERICSSON | ||
| By: | /s/ STEFAN SALENTIN | |
| Name: | Stefan Salentin | |
| Title: | Head of Group Controlling and External Reporting | |
| By: | /s/ CARL MELLANDER | ||
| Name: | Carl Mellander | ||
| Title: | Senior Vice President and Chief Financial Officer | ||
Date March 15, 202312, 2024
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