Annual Report • Mar 12, 2019
Annual Report
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annual report / financials / responsibility / corporate governance
| The report of the board of directors 1 |
|---|
| Consolidated Financial Statements (IFRS) 9 |
| Income statement 9 |
| Statement of comprehensive income 10 |
| Statement of financial position 11 |
| Cash flow statement 13 |
| Statement of changes in shareholders' equity 15 |
| Notes to the financial statements 16 |
| 1 General accounting principles 16 |
| 2 Operational result 19 |
| 3 Acquisitions and disposals 30 |
| 4 Personnel 38 |
| 5 Tangible and intangible assets 48 |
| 6 Inventories, trade and other receivables, trade and other liabilities 57 |
| 7 Capital structure 62 |
| 8 Other notes 80 |
| 9 Key indicators 91 |
| Parent company Financial Statements (FAS) 97 |
|---|
| Income statement 97 |
| Balance sheet 98 |
| Cash flow statement 99 |
| Notes to the financial statements 101 |
| Accounting principles used for preparing the financial statements 101 |
| Notes 102 |
| Shares and shareholders 116 |
| Boards's proposal for distribution of profits 120 |
| Auditor's report 121 |
The competitive environment has been intense and active. Mobile churn levels are high due to continued campaigning. Smartphone sales continued to be strong. Also, high demand for data and higher 4G speeds has continued. The competition in the fixed broadband market has continued to be intense in multi-dwelling units. The number and usage of traditional fixed network subscriptions is decreasing.
The markets for IT and IPTV entertainment services have continued to develop favourably. The demand for IoT and other digital services is also growing.
| EUR million | 2018 | 2017 | 2016 |
|---|---|---|---|
| Revenue | 1,832 | 1,787 | 1,636 |
| EBITDA | 640 | 608 | 563 |
| Comparable EBITDA (1 | 639 | 613 | 564 |
| EBITDA-% | 34.9 | 34.0 | 34.4 |
| Comparable EBITDA-% | 34.9 | 34.3 | 34.5 |
| EBIT | 404 | 378 | 339 |
| Comparable EBIT (1 | 403 | 384 | 349 |
| EBIT-% | 22.0 | 21.2 | 20.7 |
| Comparable EBIT-% | 22.0 | 21.5 | 21.4 |
| Return on equity, % | 29.2 | 33.5 | 27.1 |
1) 2018 excluding restructuring costs of EUR 4.7 million and capital gains of EUR 5.5 million from divested businesses. 2017 excluding restructuring costs of EUR 3.9 million, acquisition costs of EUR 3.1million and a capital gain of EUR 1.5 million from the divested businesses.
For a comprehensive table of financial indicators please refer to Note 9.1 of the consolidated financial statements.
Changes have been calculated with exact figures prior to rounding.
Revenue increased by 2 per cent. Acquisitions in 2017 (Starman and Santa Monica Networks), growth in the mobile service business and equipment sales in both Finland and Estonia, as well as digital services in both customer segments, affected revenue positively. Divestments, lower mobile interconnection and roaming revenue, as well as the decrease in usage and subscriptions of traditional fixed telecom services in both segments, affected revenue negatively.
Comparable EBITDA increased by 4 per cent, mainly due to the acquisitions, revenue growth and productivity improvement measures. Comparable EBIT increased by 5 per cent.
Net financial income and expenses were EUR –23 million (25). The comparison year includes the capital gain from the sale of Comptel shares for EUR 44 million. Income taxes in the income statement decreased to EUR –65 million (–67), mainly due to a EUR 3 million utilisation of tax losses for which no deferred tax asset had been recognised. Elisa's net profit was EUR 316 million (337) and earnings per share EUR 1.98 (2.11). Comparable net profit, excluding the sale of Comptel shares in 2017 and other non-recurring items, was EUR 312 million (297) and earnings per share EUR 1.95 (1.86).
Cash flow after investments was EUR 272 million (300) and comparable cash flow EUR 282 million (246), excluding the share investments and sale of shares. Comparable cash flow was positively affected by increased EBITDA, a change in net working capital and lower capital expenditure.
The financial and liquidity positions are good. Net debt was EUR 1,068 million (1,073). Cash, undrawn committed loans and credit lines totalled EUR 381 (344) million at the end of the year.
| EUR million | End 2018 | End 2017 | End 2016 |
|---|---|---|---|
| Net debt | 1,068 | 1,073 | 1,124 |
| Net debt / EBITDA (1 | 1.7 | 1.8 | 2.0 |
| Gearing ratio, % | 94.8 | 103.2 | 115.7 |
| Equity ratio, % | 42.4 | 40.5 | 38.5 |
| EUR million | 2018 | 2017 | 2016 |
| Cash flow after investments | 272 | 300 | 65 |
| Investments in shares | 11 | 40 | 49 |
| Sale of shares and businesses | -1 | –48 | |
| Loan arrangements | 0 | –45 | 167 |
| Comparable cash flow after investments | 282 | 246 | 281 |
1) (Interest-bearing debt – financial assets) / (four previous quarters' comparable EBITDA)
In March, Elisa's fully owned subsidiary Tampereen Tietoverkko Oy merged with Elisa Corporation.
In April, Elisa purchased 70 per cent share of video streaming technology and services company Kepit Systems Oy.
In May, Elisa divested its outsourced customer service and corporate switchboard businesses for corporate clients to Oy Eniro Finland Ab.
In June, Elisa purchased the 2.6 GHz Band 38 from Ukkoverkot Oy and agreed to rent the capacity to Ukkoverkot in a few geographical areas. In the transaction, Elisa acquired Ukkonet Oy's share capital from Ukkoverkot. Ukkonet manages the licence and it was consolidated into Elisa as of 1 July 2018.
In June, Elisa's ownership in Sulake Oy decreased to 49 per cent by a directed share issue to Orangegames Holding B.V. Sulake runs the Habbo and Hideaway social gaming platforms. Elisa has an option to decrease its ownership further to 30 per cent.
In September, Elisa transferred its direct shareholdings in Elisa Eesti AS and Santa Monica Networks AS to its fully owned subsidiary Elisa Teleteenused AS.
In October, Elisa acquired Fenix Solutions Oy, which specialises in Dynamics 365 CRM expert services for corporate customers. Elisa Appelsiini Oy merged with Elisa Corporation in December 2018.
| EUR million | 1–12/2018 | 1–12/2017 |
|---|---|---|
| Revenue | 1,150 | 1,125 |
| EBITDA | 416 | 388 |
| Comparable EBITDA | 415 | 391 |
| EBITDA-% | 36.2 | 34.5 |
| Comparable EBITDA-% | 36.1 | 34.8 |
| EBIT | 268 | 247 |
| Comparable EBIT | 268 | 250 |
| CAPEX | 166 | 164 |
Changes have been calculated using exact figures prior to rounding
Revenue increased by 2 per cent. Acquisitions, mobile services, equipment sales and growth in digital services contributed positively to revenue. The decrease in usage and subscriptions of traditional fixed telecom services and divestment affected revenue negatively, as did the lower mobile interconnection and roaming revenue.
Comparable EBITDA increased by 6 per cent, mainly due to revenue growth and productivity improvement measures.
| EUR million | 1–12/2018 | 1–12/2017 |
|---|---|---|
| Revenue | 681 | 663 |
| EBITDA | 224 | 219 |
| Comparable EBITDA | 224 | 222 |
| EBITDA-% | 32.9 | 33.1 |
| Comparable EBITDA-% | 32.9 | 33.5 |
| EBIT | 135 | 131 |
| Comparable EBIT | 135 | 134 |
| CAPEX | 88 | 82 |
Changes have been calculated using exact figures prior to rounding
Revenue increased by 3 per cent. Acquisitions, equipment sales, and growth in mobile and digital services contributed positively to revenue. Divestments, lower mobile interconnection and roaming revenue, as well as a decrease in usage and subscriptions of traditional fixed telecom services, affected revenue negatively.
Comparable EBITDA increased by 1 per cent, mainly due to revenue growth and productivity improvement measures.
In 2018, the average number of personnel at Elisa was 4,814 (4,614). Employee expenses were EUR 311 million (304). Personnel at the end of 2018 amounted to 4,787 (4,715). Personnel by segment at the end of the period:
| End 2018 | End 2017 | |
|---|---|---|
| Consumer Customers | 2,754 | 2,793 |
| Corporate Customers | 2,033 | 1,922 |
| Total | 4,787 | 4,715 |
| EUR million | 1–12/2018(1 | 1–12/2017 |
|---|---|---|
| Capital expenditure, of which | 254 | 246 |
| – Consumer Customers | 166 | 164 |
| – Corporate Customers | 88 | 82 |
| Shares | 14 | 104 |
| Total | 268 | 350 |
1) Include EUR 26 million 3.5 GHz frequency licence investment
The main capital expenditures related to the capacity and coverage increase of the 4G networks, as well as to other network and IT investments.
| EUR million | Maximum amount | In use on 31 Dec. 2018 |
|---|---|---|
| Committed credit limits | 300 | 0 |
| Commercial paper programme (1 | 350 | 107 |
| EMTN programme (2 | 1,500 | 780 |
1) Domestic commercial paper programme, not committed 2) European Medium Term Note programme, not committed
| Credit rating agency | Rating | Outlook |
|---|---|---|
| Moody's Investor Services | Baa2 | Stable |
| S&P Global Ratings | BBB+ | Stable |
The Group's cash and undrawn committed loans and credit lines totalled EUR 381 million (344) on 31 December 2018.
S&P Global Ratings affirmed Elisa's rating as BBB+ and the outlook as stable on 9 August 2018. Moody's Investors Service affirmed Elisa's rating as Baa2 and the outlook as stable on 24 April 2018.
Share trading volumes are based on trades made on the Nasdaq Helsinki and alternative marketplaces. Closing prices are based on the Nasdaq Helsinki.
| Trading of shares | 1–12/2018 | 1–12/2017 |
|---|---|---|
| Nasdaq Helsinki, millions | 103.9 | 104.5 |
| Other marketplaces, millions (1 | 197.8 | 151.9 |
| Total volume, millions | 301.7 | 256.5 |
| Value, EUR million | 11,003.9 | 8,627.8 |
| % of shares | 180.3 | 153.3 |
| Shares and market values | 31.12.2018 | 31.12.2017 |
|---|---|---|
| Total number of shares | 167,335,073 | 167,335,073 |
| Treasury shares | 7,611,821 | 7,801,397 |
| Outstanding shares | 159,723,252 | 159,533,676 |
| Closing price, EUR | 36.08 | 32.72 |
| Market capitalisation, EUR million | 6,037 | 5,475 |
| Treasury shares, % | 4.55 | 4.66 |
1) Other marketplaces based on the Fidessa Fragmentation Index.
| Number of shares | Total number of shares |
Treasury shares |
Outstanding shares |
|---|---|---|---|
| Shares at 31 Dec. 2017 | 167,335,073 | 7,801,397 | 159,533,676 |
| Performance Share Plan5 Feb. 2018 (1 | –228,543 | 228,543 | |
| Transfer to treasury shares 5 Dec. 2018 (2 | 41,267 | –41,267 | |
| Restricted Share Plan 17 Dec. 2018 (3 | –2,300 | 2,300 | |
| Shares at 31 Dec. 2018 | 167,335,073 | 7,611,821 | 159,723,252 |
1) Stock exchange bulletin, 5 February 2018. 2) Stock exchange bulletin, 5 December 2018. 3) Stock exchange bulletin, 17 December 2018.
For more information on shares and management shareholding, please see Shares and Shareholders section and Note 4.1 to the consolidated financial statements.
REPORT
The majority of the service development occurs during the ordinary course of business and is accounted for as a normal operating expense. Elisa invested EUR 8 million (10) in research and development, of which EUR 7 million (8) was capitalised in 2018, corresponding to 0.5 per cent (0.6) of revenue.
On 12 April 2018, Elisa's Annual General Meeting decided to pay a dividend of EUR 1.65 per share based on the 2017 financial statements. The dividend was paid to shareholders on 24 April 2018.
The Annual General Meeting adopted the financial statements for 2017. The members of the Board of Directors and the CEO were discharged from liability for 2017.
5
The number of the members of the Board of Directors was confirmed at seven (7). Mr Raimo Lind, Ms Clarisse Berggårdh, Mr Petteri Koponen, Ms Leena Niemistö, Ms Seija Turunen and Mr Antti Vasara were re-elected as members of the Board of Directors and Mr Anssi Vanjoki as a new member of the Board of Directors. Elisa's Annual General Meeting elected Mr Raimo Lind as the Chairman of the Board and Mr Anssi Vanjoki as the Deputy Chairman.
KPMG Oy Ab, authorised public accountants, was appointed the company's auditor. Mr Toni Aaltonen, APA, is the responsible auditor.
The Annual General Meeting decided to remove section 3 "Minimum and maximum number of shares" from the Articles of Association. Section 10 "Auditing" was amended so that the
Company has only one Auditor, which is an Authorised Public Accountants Organisation. Further, section 12 "General Meeting of Shareholders" was amended accordingly.
THE REPORT OF THE BOARD OF DIRECTORS
CONSOLIDATED FINANCIAL STATEMENTS
The Annual General Meeting decided that the right of owners of Lounet Oy and companies that had earlier merged with Lounet Oy (e.g. Lounais-Suomen Puhelin Oy, Paimion Puhelin Oy, Piikkiön Puhelin Oy, Piikkiön Puhelinosuuskunta, Liedon Puhelin Oy, Liedon Puhelinosuuskunta) to have Elisa Corporation's shares as merger consideration and rights based on the shares was forfeited on 12 April 2018. The shares became Elisa's treasury shares. See further details in the stock exchange release Decisions of Elisa's Annual General Meeting 2018 on 12 April 2018.
The Board of Directors appointed Mr Raimo Lind (Chair), Mr Petteri Koponen and Ms Leena Niemistö to the Compensation & Nomination Committee. Ms Seija Turunen (Chair), Ms Clarisse Berggårdh, Mr Anssi Vanjoki and Mr Antti Vasara were appointed to the Audit Committee.
The Annual General Meeting 2018 decided to authorise the Board of Directors to pass a resolution concerning the share issue, the right of assignment of treasury shares and/or the granting of special rights entitling to shares. The authorisation entitles the Board of Directors to issue the shares in a proportion other than that of the current shareholdings (directed share issue). A maximum aggregate of 15 million of the company's shares can be issued under the authorisation. The authorisation is effective until 30 June 2020. Under this authorisation 2,300 treasury shares have been issued. In 2018, a total of 228,543 treasury shares were issued under the authorisation of the Annual General Meeting 2016, which was effective until 12 April 2018.
The Annual General Meeting 2018 decided to authorise the Board of Directors to resolve to repurchase or accept as pledge the company's own shares. The repurchase may be directed. The amount of shares under this authorisation is 5 million shares at
maximum. The authorisation is effective until 30 June 2019. This authorisation has not been used.
SHARES AND SHAREHOLDERS
DISTRIBUTION OF PROFITS PARENT COMPANY
FINANCIAL STATEMENTS AUDITOR'S
As of 3 September 2018, the composition of Elisa's Shareholders' Nomination Board is as follows:
The Nomination Board elected Mr Antti Mäkinen as the chair.
The Shareholders' Nomination Board was established in 2012 by the Annual General Meeting. Its duty is to prepare proposals for the election and remuneration of the members of the Board of Directors of Elisa for the Annual General Meeting.
In March 2018, the Finnish Communications Regulatory Authority issued significant market power decisions concerning local loop and bitstream markets. The decisions contain maximum wholesale prices that the three largest telecommunication operators must comply with when leasing fibre local loops in those areas where an obligation has been imposed. As of 15 June 2018, the highest permitted monthly rate on Elisa's network is EUR 17 for an FTTH local loop and EUR 23 for an FTTB local loop. These maximum prices are valid for three years. Elisa has appealed FICORA's decision to the Supreme Administrative Court. In June, the
Supreme Administrative Court decided not to issue a prohibition of enforcement to Elisa relating to FICORA's significant market power decision of 15 March 2018.
REPORT
BOARD'S PROPOSAL FOR
Elisa agreed with the other Finnish mobile operators on new mobile termination rates. All operators have the same price, which is currently 1.25 euro cents per minute. On 1 December 2018, the new MTR reduced to 0.93 cents per minute, on 1 December 2019 to 0.89 cents per minute, and on 1 December 2020 to 0.82 cents per minute. These changes are neutral for Elisa's profits.
In April, FICORA granted Elisa a new licence to apply surcharges for consumer customer data roaming in EU and EEA countries. The new licence became valid on 15 June 2018, and is valid until 14 June 2019.
In May, the Estonian Technical Surveillance Agency granted Elisa Eesti AS a new licence to apply surcharges for customer roaming in EU and EEA countries. The new licence became valid on 15 June 2018 and is valid until 14 June 2019.
In December, the EU accepted the proposed directive for an Electronic Communications Code, which updates the EU's telecoms rules. The EU's new legislation relates, among other things, to frequencies, market regulation, users' rights and universal service. The member states will implement the directive within the 24-month implementing period. In addition, the renewal includes retail price regulation of intra-EU calls and text messages, which will enter into force in May 2019. This retail price regulation could have some financial effects on Elisa.
In Finland the 900, 1800 and 2100 MHz licences, which were to expire in 2019, were renewed using a comparative procedure. The licences are valid until 31 December 2033.
The Finnish auction for the 3.5 GHz spectrum ended on 1 October 2018. Elisa won 130 MHz of spectrum, meeting its target. The licence
fee is EUR 26 million, and it will be paid in five annual instalments. The licence is valid from 1 January 2019 to 31 December 2033.
CONSOLIDATED FINANCIAL STATEMENTS
THE REPORT OF THE BOARD OF DIRECTORS
Risk management is part of Elisa's internal control system. It aims to ensure that risks affecting the company's business are identified, influenced and monitored. The company classifies risks into strategic, operational, hazard and financial risks.
The telecommunications industry is under intense competition in Elisa's main market areas, which may have an impact on Elisa's business. The telecommunications industry is subject to heavy regulation. Elisa and its businesses are monitored and regulated by several public authorities. This regulation also affects the price level of some products and services offered by Elisa, and may also require investments that have long payback times.
Elisa processes different kinds of data including personal and traffic data. Therefore, the applicable data protection legislation, especially the General Data Protection Regulation, has a significant impact on Elisa and its businesses.
The rapid developments in telecommunications technology may have a significant impact on Elisa's business.
Elisa's main market is Finland, where the number of mobile phones per inhabitant is among the highest in the world, and growth in subscriptions is thus limited. Furthermore, the volume of phone
traffic on the fixed network has decreased during the last few years. These factors may limit opportunities for growth.
The company's core operations are covered by insurance against damage and interruptions caused by accidents and disasters. Accident risks also include litigation and claims.
In order to manage the interest rate risk, the Group's loans and investments are diversified into fixed- and variable-rate instruments. Interest rate swaps can be used to manage the interest rate risk.
As most of Elisa's operations and cash flow are denominated in euros, the exchange rate risk is minor.
The objective of liquidity risk management is to ensure the Group's financing in all circumstances. Elisa has cash reserves, committed credit facilities and a sustainable cash flow to cover its foreseeable financing needs.
Liquid assets are invested within confirmed limits in financially solid banks, domestic companies and institutions. Credit risk concentrations in accounts receivable are minor, as the customer base is broad.
A detailed description of financial risk management can be found in Note 7.1 to the consolidated financial statements.
Elisa will publish its sixth verified responsibility report as part of the Annual Report 2018. The responsibility report is prepared according the GRI requirements and meets the requirements of non-financial reporting. The report includes mid-term targets, performance and metrics.
In recognising Elisa's material corporate responsibility, the most important financial, social and environmental effects and risks of the company, as well as other significant trends affecting the industry,
have been taken into account. The management's description of corporate responsibility is available on the company website.
The Group has published a Corporate Governance Statement on 31 January 2019.
The Shareholders' Nomination Board of Elisa Corporation proposes to the Annual General Meeting of 3 April 2019 that the number of members of the Board of Directors remain seven (7). The current Chairman of the Board, Mr Raimo Lind, has announced that he will not be available for re-election at the 2019 Annual General Meeting.
The Nomination Board proposes that Ms Clarisse Berggårdh, Mr Petteri Koponen, Ms Leena Niemistö, Ms Seija Turunen, Mr Anssi Vanjoki and Mr Antti Vasara be re-elected as members of the Board. The Shareholders' Nomination Board further proposes that Mr Kim Ignatius be elected as a new member of the Board. The Nomination Board proposes to the Annual General Meeting that Mr Anssi Vanjoki be elected as the Chairman of the Board and Mr Petteri Koponen be elected as the Deputy Chairman. All the proposed Board Members are considered to be independent
SHARES AND SHAREHOLDERS
BOARD'S PROPOSAL FOR REPORT of the company and of its significant shareholders. (See stock exchange bulletin, 21 January 2019.)
CONSOLIDATED FINANCIAL STATEMENTS
THE REPORT OF THE BOARD OF DIRECTORS
The positive development of the macroeconomic environment is decelerating in Finland. Competition in the Finnish telecommunications market remains keen.
Full-year revenue is estimated to be at the same level or slightly higher than in 2018. Mobile data and digital services are expected to increase revenue. Full-year comparable EBITDA is anticipated to be at the same level or slightly higher than in 2018. The first-quarter EBITDA is expected to be at last year's level. Capital expenditure is expected to be a maximum of 12 per cent of revenue.
Elisa is continuing its productivity improvement development, for example by increasing automation and data analytics in different processes, such as customer interactions, network operations and delivery. Additionally, Elisa's continuous quality improvement measures will increase customer satisfaction and efficiency, and reduce costs.
Elisa's transformation into a provider of exciting, new and relevant services for its customers is continuing. Long-term growth and profitability improvement will derive from the growth in the mobile data market, as well as digital online and ICT services.
SHARES AND SHAREHOLDERS
DISTRIBUTION OF PROFITS PARENT COMPANY
FINANCIAL STATEMENTS AUDITOR'S
BOARD'S PROPOSAL FOR
REPORT
According to Elisa's distribution policy, profit distribution is 80–100 per cent of the previous fiscal year's net profit. In addition, any excess capital can be distributed to shareholders. When making the distribution proposal or decision, the Board of Directors will take into consideration the company's financial position, future financial needs and financial targets. Profit distribution includes dividend payment, capital repayment and purchase of treasury shares.
The Board of Directors proposes to the Annual General Meeting a dividend of EUR 1.75 per share. The dividend payment corresponds to 90 per cent of the financial period's comparable net profit.
Shareholders who are listed in the company's register of shareholders maintained by Euroclear Finland Ltd on 5 April 2019 are entitled to funds distributed by the General Meeting. The Board of Directors proposes that the payment date be 16 April 2019. The profit for the period will be added to retained earnings.
The Board of Directors also decided to propose to the General Meeting that the Board of Directors be authorised to acquire a maximum of 5 million treasury shares, which corresponds to 3 per cent of the total shares.
| EUR million | Note | 2018 | 2017 |
|---|---|---|---|
| Revenue | 2.1, 2.3 | 1,831.5 | 1,787.4 |
| Other operating income | 2.4 | 9.8 | 5.7 |
| Materials and services | 2.5 | –704.4 | –695.6 |
| Employee expenses | 4.1 | –311.4 | –304.0 |
| Other operating expenses | 2.5 | –185.4 | –185.8 |
| EBITDA | 2.1 | 640.1 | 607.7 |
| Depreciation, amortisation and impairment | 2.1, 5.1 | –236.2 | –229.7 |
| EBIT | 2.1 | 403.8 | 378.0 |
| Financial income | 7.3.1 | 2.4 | 49.1 |
| Financial expenses | 7.3.1 | –25.0 | –23.9 |
| Share of associated companies' profit | –0.4 | 0.0 | |
| Profit before tax | 381.0 | 403.2 | |
| Income taxes | 8.1.1 | –65.0 | –66.5 |
| Profit for the period | 316.0 | 336.7 | |
| Attributable to | |||
| Equity holders of the parent | 315.8 | 336.6 | |
| Non-controlling interests | 0.2 | 0.1 | |
| 316.0 | 336.7 | ||
| Earnings per share (EUR) | |||
| Basic | 2.6 | 1.98 | 2.11 |
| Diluted | 2.6 | 1.98 | 2.11 |
| Average number of outstanding shares (1,000 shares) | |||
| Basic | 2.6 | 159,737 | 159,607 |
| Diluted | 2.6 | 159,737 | 159,607 |
| EUR million | Note | 2018 | 2017 |
|---|---|---|---|
| Profit for the period | 316.0 | 336.7 | |
| Other comprehensive income, net of tax | |||
| Items, which may be reclassified subsequently to profit or loss | |||
| Other investments | –34.7 | ||
| Cash flow hedge | 0.5 | 0.3 | |
| Translation differences | –0.1 | –0.2 | |
| 0.4 | –34.6 | ||
| Items, which are not reclassified subsequently to profit or loss | |||
| Remeasurements of the net defined benefit liability | 4.3 | 0.7 | 0.3 |
| Total comprehensive income | 317.0 | 302.4 | |
| Total comprehensive income attributable to | |||
| Equity holders of the parent | 316.9 | 302.4 | |
| Non-controlling interests | 0.2 | 0.1 | |
| 317.0 | 302.4 |
| EUR million | Note | 31 Dec. 2018 | 31 Dec. 2017 |
|---|---|---|---|
| ASSETS | |||
| Non-current assets | |||
| Tangible assets | 5.2 | 751.6 | 758.1 |
| Goodwill | 5.3, 5.3.1 | 1,020.7 | 1,013.5 |
| Other intangible assets | 5.3 | 206.7 | 177.1 |
| Investments in associated companies | 8.3.2 | 2.7 | 1.9 |
| Other investments | 7.3.3, 7.3.4 | 9.6 | 7.8 |
| Deferred tax assets | 8.1.2 | 16.5 | 16.9 |
| Trade and other receivables | 6.2.2, 7.3.5 | 93.8 | 83.7 |
| 2,101.6 | 2,058.9 | ||
| Current assets | |||
| Inventories | 6.1 | 65.4 | 68.3 |
| Trade and other receivables | 6.2.1 | 416.6 | 407.6 |
| Tax receivables | 4.3 | 1.2 | |
| Cash and cash equivalents | 7.3.3 | 80.9 | 44.3 |
| 567.2 | 521.5 | ||
| TOTAL ASSETS | 2.1 | 2,668.8 | 2,580.4 |
| EUR million | Note | 31 Dec. 2018 | 31 Dec. 2017 |
|---|---|---|---|
| EQUITY AND LIABILITIES | |||
| SHAREHOLDERS' EQUITY | |||
| Share capital | 83.0 | 83.0 | |
| Treasury shares | –135.6 | –140.2 | |
| Reserve for invested non-restricted equity | 90.9 | 90.9 | |
| Contingency reserve | 3.4 | 3.4 | |
| Fair value reserve | –11.6 | –12.8 | |
| Other funds | 381.0 | 381.0 | |
| Retained earnings | 715.2 | 634.2 | |
| Equity attributable to equity holders of the parent | 4.2, 7.2 | 1,126.3 | 1,039.6 |
| Non-controlling interests | 0.5 | 0.1 | |
| TOTAL SHAREHOLDERS' EQUITY | 1,126.9 | 1,039.7 | |
| LIABILITIES | |||
| Non-current liabilities | |||
| Deferred tax liabilities | 8.1.2 | 25.7 | 23.5 |
| Pension obligations | 4.3 | 15.2 | 16.0 |
| Provisions | 8.2 | 2.3 | 2.5 |
| Financial liabilities | 7.3.2, 7.3.4 | 861.3 | 939.6 |
| Trade payables and other liabilities | 6.3, 7.3.4, 7.3.5 | 36.3 | 25.1 |
| 940.8 | 1,006.8 | ||
| Current liabilities | |||
| Trade and other payables | 6.3, 7.3.4 | 309.3 | 349.8 |
| Tax liabilities | 1.7 | 0.1 | |
| Provisions | 8.2 | 2.7 | 6.2 |
| Financial liabilities | 7.3.2, 7.3.4 | 287.4 | 177.8 |
| 601.1 | 533.8 | ||
| TOTAL LIABILITIES | 1,541.9 | 1,540.6 | |
| TOTAL EQUITY AND LIABILITIES | 2,668.8 | 2,580.4 |
Financial Statements
| EUR million | Note | 2018 | 2017 |
|---|---|---|---|
| Cash flow from operating activities | |||
| Profit before tax | 381.0 | 403.2 | |
| Adjustments | |||
| Depreciation, amortisation and impairment | 5.1 | 236.2 | 229.7 |
| Financial income (–) and expenses (+) | 7.3.1 | 22.5 | –25.2 |
| Gains (–) and losses (+) on the disposal of fixed assets | –4.1 | –2.1 | |
| Increase (+) / decrease (–) in provisions in the income statement | –3.6 | 2.2 | |
| Other adjustments | –10.4 | –3.6 | |
| 240.6 | 201.0 | ||
| Change in working capital | |||
| Increase (–) / decrease (+) in trade and other receivables | 6.1 | –59.2 | |
| Increase (–) / decrease (+) in inventories | 3.1 | –10.5 | |
| Increase (+) / decrease (–) in trade and other payables | –30.3 | 45.0 | |
| –21.1 | –24.7 | ||
| Dividends received | 0.2 | 0.1 | |
| Interest received | 2.1 | 4.2 | |
| Interest paid | –19.2 | –19.3 | |
| Taxes paid | –68.2 | –63.6 | |
| Net cash flow from operating activities | 515.4 | 500.8 |
| EUR million | Note | 2018 | 2017 |
|---|---|---|---|
| Cash flow from investing activities | |||
| Equity investments and business acquisitions | 3 | –9.8 | –35.6 |
| Contingent consideration of subsidiaries | –1.0 | ||
| Other investments | –0.7 | –2.8 | |
| Capital expenditure | –235.6 | –254.8 | |
| Proceeds from disposal of subsidiaries and businesses | 3 | 1.1 | |
| Proceeds from disposal of other investments | 0.3 | 44.4 | |
| Proceeds from disposal of tangible and intangible assets | 1.6 | 4.0 | |
| Repayment of loan receivables | 44.8 | ||
| Net cash flow used in investing activities | –243.2 | –201.1 | |
| Cash flow before financing activities | 272.2 | 299.7 | |
| Cash flow from financing activities | |||
| Proceeds from long-term borrowings | 100.0 | 169.8 | |
| Repayment of long-term borrowings | –59.5 | –11.1 | |
| Increase (+) / decrease (–) in short-term borrowings | –9.6 | –214.0 | |
| Repayment of finance lease liabilities | –3.4 | –3.8 | |
| Acquisition of non-controlling interests | 3 | –1.2 | |
| Dividends paid | –263.1 | –239.6 | |
| Net cash used in financing activities | –235.6 | –299.9 | |
| Change in cash and cash equivalents | 36.6 | –0.2 | |
| Cash and cash equivalents at the beginning of the period | 44.3 | 44.5 | |
| Cash and cash equivalents at the end of the period | 7.3.3 | 80.9 | 44.3 |
| Equity attributable to equity holders of the parent | ||||||||
|---|---|---|---|---|---|---|---|---|
| Reserve for invested non |
Non | |||||||
| Treasury | restricted | Other | Retained | controlling | Total | |||
| EUR million | Share capital | shares | equity | reserves | earnings | Total | interests | equity |
| Balance at 1 January 2017 | 83.0 | –142.9 | 90.9 | 405.7 | 534.1 | 970.9 | 0.5 | 971.3 |
| Profit for the period | 336.6 | 336.6 | 0.1 | 336.7 | ||||
| Translation differences | –0.2 | –0.2 | –0.2 | |||||
| Other investments | –34.7 | –34.7 | –34.7 | |||||
| Cash flow hedge | 0.3 | 0.3 | 0.3 | |||||
| Remeasurements of the net defined benefit liability | 0.3 | 0.3 | 0.3 | |||||
| Total comprehensive income | –34.1 | 336.4 | 302.4 | 0.1 | 302.4 | |||
| Dividend distribution | –239.6 | –239.6 | –0.3 | –240.0 | ||||
| Share-based compensation | 2.7 | 6.7 | 9.4 | 9.4 | ||||
| Acquisition of non-controlling interests | –1.1 | –1.1 | –0.1 | –1.2 | ||||
| Other changes | –2.2 | –2.2 | 0.1 | –2.1 | ||||
| Balance at 31 December 2017 | 83.0 | –140.2 | 90.9 | 371.6 | 634.2 | 1,039.6 | 0.1 | 1,039.7 |
| Adoption of IFRS 15 | 7.5 | 7.5 | 7.5 | |||||
| Adoption of IFRS 9 | 4.2 | 4.2 | 4.2 | |||||
| Adoption of amendment to IFRS 2 | 14.5 | 14.5 | 14.5 | |||||
| Balance at 1 January 2018 | 83.0 | –140.2 | 90.9 | 371.6 | 660.4 | 1,065.8 | 0.1 | 1,065.9 |
| Profit for the period | 315.8 | 315.8 | 0.2 | 316.0 | ||||
| Translation differences | –0.1 | –0.1 | –0.1 | |||||
| Cash flow hedge | 0.5 | 0.5 | 0.5 | |||||
| Remeasurements of the net defined benefit liability | 0.7 | 0.7 | 0.7 | |||||
| Total comprehensive income | 1.2 | 315.7 | 316.9 | 0.2 | 317.0 | |||
| Dividend distribution | –263.6 | –263.6 | –263.6 | |||||
| Share-based compensation | 4.6 | 7.6 | 12.2 | 12.2 | ||||
| Acquisition of non-controlling interests | 0.2 | 0.2 | ||||||
| Other changes | –4.9 | –4.9 | –4.9 | |||||
| Balance at 31 December 2018 | 83.0 | –135.6 | 90.9 | 372.8 | 715.2 | 1,126.3 | 0.5 | 1,126.9 |
Financial Statements
Elisa Corporation ("Elisa" or "the Group") engages in telecommunications activities and provides ICT and online services in Finland and in selected international market areas. The parent company of the Group is Elisa Corporation ("the parent") domiciled in Helsinki, and its registered address is Ratavartijankatu 5. The shares of the parent company, Elisa Corporation, have been listed on the Nasdaq Helsinki since 1997.
On 30 January 2019, Elisa Corporation's Board of Directors accepted this financial statement for publication. A copy of the consolidated financial statements is available from Elisa's head office at Ratavartijankatu 5, Helsinki, or on the company's website at corporate.elisa.com.
Elisa's consolidated financial statements are prepared in accordance with International Financial Reporting Standards (IFRS), including adherence to IAS and IFRS standards and SIC and IFRIC interpretations valid as at 31 December 2018. In the Finnish Accounting Act and the provisions issued pursuant to it, the International Financial Reporting Standards refer to standards and interpretations that have been approved for application in the EU according to the procedures provided for in EU regulation (EC) No. 1606/2002 ("IFRS"). The notes to the consolidated financial statements are also compliant with Finnish accounting and corporate legislation.
The consolidated financial statements have been prepared under the historical cost convention with the exception of financial assets and liabilities, share-based payments and derivatives recognised at fair value through profit or loss or statement of comprehensive income. The financial statements are presented in EUR million and the figures are rounded to one decimal place.
The structure and presentation of the consolidated financial statements have changed from previous years.
The accounting policies and descriptions of management's judgment-based conclusions are mainly found in the notes to the financial statements, which are listed in the table below. Only some general accounting policies are described in this section.
The order of the notes has also changed. The notes, presented previously aligned with the income statement items order, are now grouped according to the materiality.
Summary of notes, related to accounting principles for the consolidated financial statements of Elisa Group
| Accounting principles | Note |
|---|---|
| Operating Segments | 2.1 |
| Revenue recognition | 2.3 |
| Other operating income | 2.4 |
| Other operating expenses | 2.5 |
| Business acquisitions and disposals | 3 |
| Share-based incentives | 4.2 |
| Pension obligations | 4.3 |
| Tangible assets | 5.2 |
| Intangible assets | 5.3 |
| Goodwill | 5.3.1 |
| Inventories, trade and other receivables, trade and other liabilities |
6 |
| Financial assets and liabilities | 7.3 |
| Derivative instruments | 7.3.5 |
| Income taxes | 8.1.1 |
| Deferred tax assets and liabilities | 8.1.2 |
| Provisions | 8.2 |
| Principles of consolidation, subsidiaries | 8.3.1 |
| Principles of consolidation, joint arrangements | 8.3.2 |
| Operating leases | 8.4 |
The symbols below indicate the figures mentioned in the notes that match the balances in the income statement, statement of financial position and the cash flow statement.
I/S = Income Statement B/S = Balance Sheet
C/F = Cash Flow Statement
16
Financial Statements
The consolidated financial statements include the parent company, Elisa Corporation, subsidiaries, associates and joint arrangements as described in detail in Notes 8.3.1 and 8.3.2.
The consolidated financial statements are presented in euros, which is the functional and presentation currency of the parent company.
Foreign currencies transactions are translated into functional at the exchange rates prevailing on the dates of the transactions. Monetary items have been translated into the functional currency at the exchange rates prevailing at the end of the reporting period. Non-monetary items denominated in foreign currencies are translated at the exchange rate at the date of the transaction, excluding items measured at fair value that are translated at the exchange rates prevailing on the valuation date. Gains and losses arising from the currency translations are recognised through profit or loss. Foreign exchange gains and losses resulting from operating activities are included in the respective items above operating profit. Foreign exchange gains and losses from the loans denominated in a foreign currency are included in financial income and expenses.
The income statements of foreign Group companies are translated into euros at the average rate of the financial year. Their statements of financial position are translated at the exchange rates prevailing at the end of the reporting period. The resulting exchange differences are recognised in other comprehensive income and presented under translation differences in consolidated shareholders' equity.
When preparing the financial statements, it is necessary for the management of the company to make estimates and certain assumptions. The actual outcome may differ from the estimates and assumptions made. In addition, judgement in applying the accounting policies is required.The estimates are based on the management's best view at the end of the financial period. Any changes in estimates and assumptions are recordeded for the financial year during which the estimate or assumption was adjusted, and for all subsequent periods.
Significant areas of estimation and uncertainty in applying accounting policies that have the most significant impact on amounts recognised in the financial statements are related to business combinations (3), impairment of intangible assets (5.3.1), share-based payments (4.2) and recognition of deferred tax assets (8.1.2). For detailed information, please refer to the notes indicated above.
The Company has adopted new standards with the initial date of application as of 1 January 2018. The impacts of the adopted standards on the consolidated financial statement are presented within the respective notes.
The annual improvements to IFRS standards adopted as of 1 January 2018 did not have an impact on the consolidated financial statements
The Group will adopt IFRS 16 standard on 1 January 2019.
• IFRS 16 Leases. A lessee is required to recognise on the balance sheet a right-of-use asset representing its right to use the underlying leased asset and a lease liability representing its obligation to make lease payments. For the lessor, the situation will remain mainly unchanged.
The Group has made a decision to choose a modified retrospective approach, under which the cumulative effect arising from the transition will be recognised as an adjustment to the opening balance of equity on 1 January 2019. An opening balance of a lease liability and right-of-use asset arising from lease agreements, previously classified as operating leases, are recognised as IFRS 16 leases at the date of initial application. The carrying amounts of leases previously treated as finance lease agreements will not change at the time of adoption. Going forward, the treatment of capitalised lease liabilities will change, as index increases for rental payments will affect the valuation of lease commitments.
The right-of-use asset is initially measured at a value that corresponds to the lease liability, adjusted for any prepayments. The Group has made a decision to apply the allowances permitted by the standard to exclude short-term leases and low-value assets from the capitalisation amounts. The rental costs of these contracts will be recognised on a straight-line basis in the income statement also in future.
The right-of-use assets and lease liabilities presented in the balance sheet will be measured at present value of future lease payments at the time of initial recognition. After the commencement date, if changes to the lease payments occur, the lease liability will be remeasured by discounting the revised lease payments at industry-specific interest rates, and taking into account the length of the lease contracts. Right-of-use assets will be depreciated and both the depreciation costs and the interest portion of the lease liabilities will be expensed.
The Group has prepared for the adoption of the standard by carrying out a separate project with the key objectives of process change planning, implementation and change management. The project will be completed during the first quarter of 2019. The lease contracts capitalised on the balance sheet are mostly related to business and telecom premises, retail facilities and vehicles.
The adoption of the IFRS16 standard will transfer off-balance sheet liabilities to the balance sheet, resulting to an increase in fixed assets and interesting-bearing liabilities. The amount of off-balance sheet liabilities on 31 December 2018 was EUR 79.0 million.
According to preliminary calculations, on 1 January 2019, the Group will capitalise a EUR 87.0 million lease liability and a corresponding EUR 87.5 million right-of-use asset. The lease liability amount includes a portion of EUR 22.1 million that is related to rental contracts that were previously treated as finance leases. Otherwise, the difference between the capitalised lease liability and the previously reported off-balance sheet operating lease commitments is due to the fact that the lease liability recognised on the balance sheet is based on discounted cash flows, whereas off-balance sheet operating lease commitments are presented at nominal amount. Furthermore, short-term leases and low-value assets included in off-balance sheet commitments are not capitalised.
The Group has a number of new lease agreements with the starting date of 1 January 2019.
The adoption of the standard will affect the income statement by decreasing other operating expenses, as well as by increasing depreciation and financial expenses.
In the cash flow statement, cash payments for the principal portion of the lease liability are presented within financing activities, and for the interest portion of the lease liability within operating cash flows. Previously all lease payments for operating leases were presented in the cash flow from the operating activities. The total cash flow will not change. The adoption of the standard will improve EBITDA key indicators and have a negative impact on balance sheet-based key indicators, such as the gearing ratio.
Other new or revised accounting standards are not expected to have a material impact on the Company's consolidated financial statements.
The Group has two reporting segments: Consumer Customers and Corporate Customers. The organisational and management structure of Elisa Group is based on a customer-oriented operating model. The reportable segments are based on the internal reporting provided to management.
The Consumer Customers segment provides consumers and households with telecommunications services, such as voice and data services. The Corporate Customers segment provides corporate and community customers voice and data services and ICT solutions.
| 2018 EUR million |
Consumer Customers |
Corporate Customers |
Unallocated items |
Group total |
|---|---|---|---|---|
| Revenue | 1,150.2 | 681.4 | 1,831.5 | |
| EBITDA | 416.1 | 223.9 | 640.1 | |
| Depreciation, amortisation and impairment | –147.7 | –88.5 | –236.2 | |
| EBIT | 268.4 | 135.4 | 403.8 | |
| Financial income | 2.4 | 2.4 | ||
| Financial expenses | –25.0 | –25.0 | ||
| Share of associated companies' profit | –0.4 | –0.4 | ||
| Profit before tax | 381.0 | |||
| Investments | 166.1 | 88.3 | 254.4 | |
| Assets | 1,680.2 | 874.7 | 114.0 | 2,668.8 |
| 2017 | Consumer | Corporate | Unallocated | Group |
|---|---|---|---|---|
| EUR million | Customers | Customers | items | total |
| Revenue | 1,124.9 | 662.6 | 1,787.4 | |
| EBITDA | 388.5 | 219.2 | 607.7 | |
| Depreciation, amortisation and impairment | –141.5 | –88.2 | –229.7 | |
| EBIT | 247.0 | 131.0 | 378.0 | |
| Financial income | 49.1 | 49.1 | ||
| Financial expenses | –23.9 | –23.9 | ||
| Share of associated companies' profit | 0.0 | 0.0 | ||
| Profit before tax | 403.2 | |||
| Investments | 164.3 | 82.2 | 246.4 | |
| Assets | 1,657.0 | 851.2 | 72.2 | 2,580.4 |
19
Financial Statements
| 2018 EUR million |
Finland | Rest of Europe | Other countries | Eliminations | Group total |
|---|---|---|---|---|---|
| Revenue | 1,633.3 | 200.7 | 8.0 | –10.4 | 1,831.5 |
| Assets | 2,397.1 | 270.1 | 1.6 | 2,668.8 | |
| 2017 EUR million |
Finland | Rest of Europe |
Other countries | Eliminations | Group total |
| Revenue | 1,618.8 | 176.7 | 2.0 | –10.0 | 1,787.4 |
| Assets | 2,309.7 | 269.2 | 1.4 | 2,580.4 | |
The segments are controlled by segment-specific performance reporting that includes external revenue, EBITDA, EBIT and investments. Financial items, the share of associated companies' profit and income taxes are not allocated to operating segments. The costs of production and support functions are allocated to operating segments on the matching principle. Operations in Estonia are divided into the Consumer Customers and Corporate Customers operating segments on the basis of customer accounts.
Segment assets consist of intangible and tangible assets, inventories, trade and other non-interest bearing receivables. Deferred tax assets, investments in associated companies, other investments, interest-bearing receivables, financial items and income tax receivables are not included in segment assets. Liabilities are not allocated to operating segments.
The accounting principles of the segments are the same as those used in the preparation of the financial statements.
The reported geographical areas are Finland, Rest of Europe and Other Countries. Revenues are presented on the basis of customer location. Assets are presented on the basis of location.
Items affecting comparability provide significant additional information regarding possibly eliminated items that are not necessarily accounted for in the Group's results and cash flows. Items affecting comparability are relevant for understanding financial performance when comparing the financial result with the previous periods.
Exceptional transactions outside the ordinary course of business are treated as items affecting comparability. Such items, as identified by the Group, are capital gains and losses from divestments of assets and businesses, acquisition costs of assets and businesses, impairments, restructuring expenses and costs of legislative changes, damages or litigations.
| EUR million | 2018 | 2017 |
|---|---|---|
| Capital gains and losses | 5.5 | 1.5 |
| Expenses related to acquisitions of subsidiaries and business combinations | –3.1 | |
| Restructuring | –4.7 | –3.9 |
| Items affecting comparability in EBITDA and EBIT | 0.8 | –5.6 |
| Capital gains / losses in financial items | 44.8 | |
| Items affecting comparability in profit before tax | 0.8 | 39.3 |
| Income taxes | 3.6 | 0.5 |
| Items affecting comparability in profit for the period | 4.4 | 39.8 |
Items affecting comparability in 2018 include capital gains of EUR 5.5 million (EUR 2.2 million from Habbo and Hideaway businesses and EUR 3.3 million from outsourced customer service and corporate switchboard businesses for Corporate Customers), restructuring costs of EUR 4.7 million and utilisation of confirmed tax losses of EUR 3.3 million.
Items affecting comparability in 2017 include capital gain of EUR 1.5 million from the disposal of Elisa Kassa business, expenses of EUR 3.1 million related to business combinations, restructuring costs of EUR 3.9 million and capital gains from other investments (Comptel Oyj EUR 44.3 million and Länsilinkki EUR 0.5 million).
| EUR million | 2018 | 2017 |
|---|---|---|
| Comparable EBITDA | ||
| I/S EBITDA | 640 1 |
607 7 |
| Items affecting comparability in EBITDA | –0 8 |
5 6 |
| 639 2 |
613 3 |
|
| Comparable EBIT | ||
| I/S EBIT | 403 8 |
378 0 |
| Items affecting comparability in EBIT | –0 8 |
5 6 |
| 403 0 |
383 6 |
|
| Comparable profit before taxes | ||
| I/S Profit before taxes | 381 0 |
403 2 |
| Items affecting comparability in profit before taxes | -0 8 |
–39 3 |
| 380 2 |
363 9 |
|
| Comparable profit for the period | ||
| I/S Profit for the period | 316 0 |
336 7 |
| Items affecting comparability in profit for the period | –4 4 |
–39 8 |
| 311 6 |
296 9 |
|
| Comparable profit for the period attributable to equity holders of the parent | ||
| Comparable profit for the period | 311 6 |
296 9 |
| Non-controlling interests | 0 2 |
0 1 |
| 311 4 |
296 8 |
|
| Comparable earnings per share, EUR | ||
| Comparable profit for the period attributable to equity holders of the parent | 311 4 |
296 8 |
| Average number of outstanding shares (1,000 shares), diluted | 159,737 | 159,607 |
| 1.95 | 1.86 |
| EUR million | 2018 | 2017 |
|---|---|---|
| Investment in shares and business combinations | 10.5 | 39.5 |
| Loan arrangements | –44.8 | |
| Proceeds from disposal of subsidiaries and businesses | –1.1 | –48.4 |
| Items affecting comparability in cash flow before financing | 9.4 | –53.7 |
Items affecting comparability in 2018 include the following acquisitions: Kepit Systems EUR 2.3 million, Ukkoverkot EUR 1.6 million and Fenix Solutions Oy EUR 3.9 million.
Items affecting comparability in 2017 include the acquisition of Starman AS EUR 6.5 million and repayment of the loan receivable EUR 44.8 million related to the Starman AS acquisition, acquisitions of Santa Monica Networks Oy and Santa Monica Networks AS for EUR 25.9 million. Proceeds from the disposal of subsidiaries and businesses include capital gains from the sale of Comptel Oyj shares for EUR 43.5 million, Länsilinkki shares for EUR 0.8 million and Elisa's Kassa business for EUR 1.6 million.
| Comparable cash flow after investments | |||
|---|---|---|---|
| C/F Cash flow before financing | 272.2 | 299.7 | |
| Items affecting comparability in cash flow before financing | 9.4 | –53.7 | 23 |
| 281.6 | 246.0 |
| Comparable EBITDA | EBIT + depreciation, amortisation and impairment + /–items affecting comparability |
|
|---|---|---|
| Comparable EBIT | Profit for the period + income taxes + financial income and expense + share of associated companies' profit +/–items affecting comparability |
|
| Comparable profit for the period | Profit for the period +/– items affecting comparability | |
| Comparable EPS | Profit attributable to owners of the parent company +/– items affecting comparability |
|
| Average number of shares during the period adjusted for the share issues | ||
| Profit for the period +/–items affecting comparability | ||
| Comparable return on equity (ROE), % | Total shareholders' equity on average | X 100 |
| Comparable return on investment (ROI), % | Profit before taxes + interest and other financial expenses +/– items affecting comparability |
X 100 |
| Total equity + interest bearing liabilities on average | ||
| Comparable cash flow after investments |
Net cash flow from operating activities – net cash used in investing activities +/– items affecting comparability |
Division of Group's revenue
| EUR million | 2018 | 2017 |
|---|---|---|
| Rendering of services | 1,538 1 |
1,518 2 |
| Equipment sales | 293 5 |
269 2 |
| I/S | 1,831 5 |
1,787 4 |
| EUR million | 2018 | 2017 |
| Mobile telecomunications | 1,105 0 |
1,080 2 |
| Fixed-network broadband and others | 726 5 |
707 3 |
On 1 January 2018, the Group adopted IFRS 15, Revenue from Contracts with Customers, which replaced IAS 18 Revenue, IAS 11 Construction Contracts and related interpretations.
Elisa has applied a modified retrospective approach for the contracts that were not completed by 1 January 2018. The cumulative effect of EUR 7.5 million arising from the transition was recognised as an adjustment to the opening balance of retained earnings. The adjustment effect on opening balances of current assets was EUR 10.3 million, on deferred tax assets EUR 0.1 million and on deferred tax liabilities EUR 2.0 million. The comparison year is not restated.
The standard includes a five-step model for revenue recognition. Revenue is allocated to performance obligations based on relative transaction prices. Revenue recognition takes place over time or at a specific point in time, and the key criterion is the passing of control.
The adoption of IFRS 15 affected particularly the fixed term contracts. According to the IFRS 15, fixed-term service agreements are recognised during the agreement period, and, as an exception from the previous recognition principles, opening fees for fixed-term service agreements and related expenses are allocated to the entire agreement period. Sales commissions and discounts on fixed-term service agreements are also allocated to the entire agreement period. The adjustment of EUR 4.5 million to retained earnings is related to the sales commissions. The adjustment of retained earnings relating to the discounts, opening fees and related expenses was EUR 3.0 million. The change does not impact the revenue recognition of the Group's agreements valid until further notice.
The impact of the IFRS 15 standard on the Group's revenue for 1-12/2018 was EUR 0.2 million and on EBIT EUR 0.5 million. On 31 December 2018, the balance related to contract assets was EUR 10.0 million and EUR 0.2 million to contract liabilities. The change to the standard did not influence the cash flow.
The Group revenue consists mainly of income from voice and data traffic, periodic fees, opening fees and maintenance fees, as well as income from equipment sales. Revenue includes normal sales income from business operations less taxes related to the sales and discounts granted.
The Group recognises revenue over the time or at certain points of time and the key criterion for the revenue recognition is the transfer of control. Revenue is recognised when the company transfers control over a good or service to a customer or over time as the services are provided.
Fixed-term service agreements are recognised during the agreement period and the opening fees of fixed-term service agreements and related expenses are allocated to the entire agreement period. Service agreements valid until further notice are recognised over time. The opening fees of service agreements valid until further notice and related expenses are recognised at the time when the service is connected.A service contract may include the delivery or rendering of a product and a service or access right (service bundle). Sales revenue is allocated in that case to performance obligations based on relative transaction prices.
Service agreements with corporate customers usually meet the IFRS 15 criteria laid down for an agreement negotiated as a single package, when the service agreement will be processed as a single agreement, and the revenue will be allocated to the goods and services based on the prices agreed with each customer. Agreements with consumer customers are usually standard agreements that are not negotiated as a single package in the manner laid down in IFRS 15. Instead, they are processed as separate performance obligations.
Revenue from prepaid mobile phone cards is recognised over the period of realised use of the cards. Service fees invoiced from a customer on behalf of a third-party content service provider are not recognised as revenue.
Customers participating in loyalty programmes are entitled to certain discounts on services and products provided by the Group. Discounts earned by the customers are recognised as reduction of revenue. The Group does not currently have any valid loyalty programmes.
| EUR million | 2018 | 2017 |
|---|---|---|
| Gain on disposals of property, plant and equipment | 1.1 | 1.2 |
| Gain on disposal of subsidiaries and businesses (1 | 5.4 | 1.5 |
| Other items (2 | 3.3 | 3.0 |
| I/S | 9.8 | 5.7 |
1) The reporting period includes a profit of EUR 3.3 million on divestment of outsourced corporate customers' customer service and corporate switchboard businesses for Corporate Customers, and a EUR 2.2 million profit on divestment of Sulake companies. The comparison period includes a EUR 1.5 million profit from the disposal of Elisa Kassa and payment terminals businesses
2) Other items include rental income from real estate and other income items not associated with ordinary operating activities.
Other operating income includes non-operating income, such as rent income, capital gains on disposal of tangible and intangible assets, subsidiaries and businesses. Government grants associated with development projects are recognised as other operating income when the related costs are recognised as expenses. Government grants associated with capitalised development costs are recorded as a reduction of capital expenditure.
| EUR million | 2018 | 2017 |
|---|---|---|
| Purchases of materials, supplies and goods | 446.2 | 430.9 |
| Change in inventories | 5.6 | –3.2 |
| External services | 252.7 | 267.9 |
| I/S | 704.4 | 695.6 |
Gains and losses arising from foreign currency translations are recognised in accordance with their nature either in materials and services or financial income and expenses. Gains and losses arising from foreign currency translations included in Materials and services have been minor.
More detailed analysis of employee expenses is included in Note 4.
| EUR million | 2018 | 2017 |
|---|---|---|
| Auditing | 0.3 | 0.4 |
| Tax advisory services | 0.1 | 0.1 |
| Other services | 0.1 | 0.1 |
| 0.4 | 0.6 |
| EUR million | 2018 | 2017 |
|---|---|---|
| Research and development costs recognised as expenses | 1.0 | 1.8 |
| Capitalised development costs | 7.5 | 8.2 |
| 8.4 | 9.9 |
Focus area for the research and development activities in 2018 was development of customer relationship management system.
Research costs are expensed as they incur, with the exception of development costs, which are capitalised. The capitalisation criteria are met when the product is technically and commercially feasible, and it is expected to generate future economic benefit. In other cases, product development costs are recognised as annual costs.
Development costs initially recognised as expenses cannot be capitalised subsequently.
| Earnings per share, basic | 2018 | 2017 |
|---|---|---|
| I/S Net profit for the period attributable to equity holders of the parent (EUR million) | 315.8 | 336.6 |
| Weighted average number of shares outstanding (1,000 shares) | 159,737 | 159,607 |
| Earnings/share, basic (EUR/share) | 1.98 | 2.11 |
| Earnings per share, diluted | 2018 | 2017 |
|---|---|---|
| I/S Net profit for the period attributable to equity holders of the parent adjusted by dilutive effect (EUR million) | 315.8 | 336.6 |
| Weighted average number of shares outstanding (1,000 shares) | 159,737 | 159,607 |
| Weighted average number of shares outstanding adjusted by dilutive effect (1,000 shares) | 159,737 | 159,607 |
| Earnings/share, diluted (EUR/share) | 1.98 | 2.11 |
Basic earnings per share are calculated by dividing the net profit for the period attributable to the parent company's equity holders by the weighted average number of shares outstanding during the period.
Diluted earnings per share are calculated on the same basis as earnings per basic share, with the exception of taking into account the dilutive effect of the conversion of all potential dilutive shares into the basic shares.
The Group had no dilutive effect on the number of shares during the financial years 2018 and 2017.
On 26 April 2018, Elisa acquired 70 per cent of the shares of Kepit Systems Oy. The acquisition price was EUR 3.2 million, including a contingent consideration of EUR 0.7 million.
According to the preliminary purchase price allocation, the acquisition resulted in EUR 2.6 million of goodwill relating to strengthening Group's market position in offering streaming services and e-commerce solutions. Goodwill is not tax-deductible. The purchase price allocation is preliminary, as the verification of net assets acquired is not yet fully completed. Possible adjustments are not expected to have a material impact on the purchase price allocation.
The acquisition generated a non-controlling interest amounting to EUR 0.2 million, which is included in the non-controlling interest balance sheet item. The non-controlling interest is measured at a proportionate share of the acquiree's identifiable net assets.
The acquired company has been consolidated from 1 May 2018 onwards. External revenue after the acquisition was EUR 1.5 million and the impact on Group profit was EUR 0.6 million. Had the acquisition been made as of the beginning of the year 2018, the impact on Group revenue and profit for the period would have been EUR 1.9 million and EUR 0.8 million, respectively.
| EUR million | Preliminary | |
|---|---|---|
| Cash paid | 2.5 | 30 |
| Contingent consideration | 0.7 | |
| Total cost of acquisition | 3.2 |
| EUR million | |
|---|---|
| Tangible assets | 0.1 |
| Trade and other receivables | 0.6 |
| Cash and cash equivalents | 0.3 |
| Trade payables and other liabilities | –0.2 |
| 0.8 |
| EUR million | |
|---|---|
| Purchase price paid in cash | –2.5 |
| Cash and cash equivalents of the acquired entities | 0.3 |
| –2.3 |
| EUR million | |
|---|---|
| Consideration transferred | 3.2 |
| Identifiable net asset acquired | 0.8 |
| Non-controlling interests of the identifiable net assets | –0.2 |
| Goodwill | 2.6 |
A EUR 0.1 million expense of transfer tax and expense of experts and professionals advisors fees is recorded in other operating expenses.
On 30 July 2018, Elisa acquired from Ukkoverkot Oy Band 38 of the 2,6 GHz spectrum, as well as all shares of its managing company Ukkonet Oy. Elisa uses the spectrum to increase mobile network capacity.
The share acquisition price was EUR 2.7 million. In addition to that, Elisa took out a loan of EUR 1.5 million. The net assets of the acquired company were EUR 0.1 million. According to the preliminary purchase price allocation, EUR 3.3 million was allocated to the spectrum and EUR 0.7 million to deferred tax liabilities. The balance sheet value of the spectrum is EUR 4.8 million, that consists of the balance sheet value of the acquired company (EUR 1.5) million and, purchase price allocation of EUR 3.3 million. Spectrum will be amortised over 12 years. The purchase price allocation is preliminary, as a verification of net assets acquired is not yet fully finalised. No material impact is expected.
The acquired company has been consolidated from 1 July 2018 onwards. External revenue after the acquisition was EUR 0.0 million, and the impact on Group profit was EUR –0.1 million. Had the acquisition been made as of beginning of the year 2018, the impact on Group revenue and profit for the period would have been EUR 0.2 million and EUR –0.2 million, respectively.
| EUR million | Preliminary |
|---|---|
| Cash paid | 1.7 |
| Settlement of pre-existing relationship | 0.5 |
| Consideration to be settled | 0.5 |
| Total cost of acquisition | 2.7 |
| EUR million | |
|---|---|
| Spectrum | 4.8 |
| Trade and other receivables | 0.1 |
| Cash and cash equivalents | 0.0 |
| Financial liabilities | –1.4 |
| Deferred tax liabilities | –0.7 |
| Trade payables and other liabilities | –0.1 |
| 2.7 |
| EUR million | |
|---|---|
| Purchase price paid in cash | –1.7 |
| Loan paid in connection with acquisition | –1.5 |
| Cash and cash equivalents of the acquired entities | 0.0 |
| –3.3 |
A EUR 0.1 million expense of transfer tax and fees for experts and professional advisors is recorded in other operating expenses.
On 1 October 2018, Elisa acquired 100 per cent of Fenix Solutions Oy and all the shares of its managing company, Fenix Enterprise Solutions Oy. The company specialises in automation solutions that support services provided to the clients of the Elisa Corporation's Corporate Customer segment.
The share acquisition price was EUR 5.6 million, including a contingent consideration of EUR 0.9 million. According to the preliminary purchase price allocation, EUR 0.8 million of the purchase price is allocated to customer base, which is amortised over three years. The acquisition results in EUR 4.6 million in goodwill relating to strengthening the Corporate Customers business and expected synergy benefits. Goodwill is not tax deductible. The purchase price allocation is preliminary, as the verification of net assets acquired is not yet fully finalised. No material impact is expected.
The acquired company has been consolidated from 1 October 2018 onwards. External revenue after the acquisition was EUR 0.6 million, and the impact on Group profit was EUR 0.1 million. Had the acquisition been made as of the beginning of the year 2018, the impact on Group revenue and profit for the period would have been EUR 2.5 million and EUR 0.4 million, respectively.
| EUR million | Preliminary |
|---|---|
| Cash paid | 4.7 |
| Contingent consideration | 0.9 |
| Total cost of acquisition | 5.6 |
| EUR million | |
|---|---|
| Customer base | 0.8 |
| Tangible assets | 0.0 |
| Trade and other receivables | 0.4 |
| Cash and cash equivalents | 0.7 |
| Financial liabilities | –0.4 |
| Deferred tax liabilities | –0.2 |
| Trade payables and other liabilities | –0.4 |
| 1.0 |
| EUR million | |
|---|---|
| Purchase price paid in cash | –4.7 |
| Cash and cash equivalents of the acquired entities | 0.7 |
| –3.9 |
| EUR million | |
|---|---|
| Consideration transferred | 5.6 |
| Net asset acquired | 1.0 |
| Goodwill | 4.6 |
A EUR 0.1 million expense of transfer tax and fees for experts and professional advisors is recorded in other operating expenses.
On 6 June 2018, the Group's ownership in Sulake Suomi Oy (currently Sulake Oy) decreased to 49 per cent in a share issue where Orangegames Holding B.V., a Dutch company, which specialises in digital content, subscribed for 51 per cent of Sulake Suomi Oy's share stock for a price of EUR 3.0 million. As a result of share issue, control of the Habbo and Hideaway businesses transferred to Orangegames Holding B.V., and Elisa became a minority shareholder of the company. Through the divestment, Elisa gained a partner and Sulake Suomi Oy an owner that has a strong understanding and experience of the game design business.
As a result of the share issue, Elisa's ownership of Sulake Suomi Oy and its subsidiaries (Sulake Spain S.L.U, Sulake Brasil and Sulake UK Ltd) decreased to 49 per cent, and Elisa lost control of the companies. The change in ownership was recorded in the Group as a sale of a subsidiary, and it resulted in a profit of EUR 2.2 million, recorded in other operating income.
The Group has consolidated the result of the companies as a subsidiary until 31 May 2018 and, starting from 1 June 2018, as an associated company.
| EUR million | Carrying amount |
|---|---|
| Long term trade and other receivables | 0.1 |
| Deferred tax assets | 0.1 |
| Trade and other receivables | 1.1 |
| Cash and cash equivalents | 0.6 |
| Trade payables and other liabilities | –1.5 |
| 0.4 |
| EUR million | |
|---|---|
| Cash and cash equivalent of a sold entity | –0.6 |
| –0.6 |
| EUR million | |
|---|---|
| Investments in associated companies | 1.2 |
| Net assets of a sold entity | –0.4 |
| Pre-existing relationships between the Group and the sold entity (1 | 1.3 |
| Profit from the sale | 2.2 |
1) As a result of the loss of control, the Group's net assets increased as the net receivables, totalling EUR 1.3 million and previously eliminated as intra-group items, were treated as the external receivables.
On 2 May 2018, Elisa Group divested the outsourced customer service and corporate switchboard businesses for Corporate Customers to Oy Eniro Finland Ab. The total sale price was EUR 2.9 million and the net assets sold EUR –0.4 million. The divestment resulted in a profit of EUR 3.2 million, recorded within other operating income. The whole sale price was paid in cash.
On 20 April 2017, Elisa acquired all the shares of AS Starman (currently Elisa Teleteenused AS). The acquisition price was EUR 151.8 million, including EUR 84.1 million loan given to AS Starman at the time of acquisition. The share acquisition price was EUR 67.7 million, icluding EUR 7.1 million portion that was paid in cash. The Group had a loan receivable from the seller at the time of the acquisition. EUR 60.6 million of the share acquisition price was paid by settling the receivable.
Through the acquisition, Elisa strengthened its market position by enabling to expand the service offering in Estonia.
According to the purchase price allocation, EUR 6.8 million of the purchase price is allocated to the customer base, which is amortised over five years. The acquisition resulted in EUR 110.3 million in goodwill relating to expected synergy benefits. Goodwill is not tax deductible.
The acquired company has been consolidated from 1 April 2017 onwards. External revenue after the acquisition was EUR 32.9 million, and the impact on Group profit for the period was EUR 4.2 million. Had the acquisition been made as of the beginning of the year 2017, the impact on Group revenue and profit for the period would have been EUR 43.2 million and EUR 5.9 million, respectively.
| EUR million | Carrying amount |
|---|---|
| Settlement of pre-existing relationship | 60.6 |
| Cash paid | 7.1 |
| Total cost of acquisition | 67.7 |
| EUR million | |
|---|---|
| Customer base | 6.8 |
| Other intangible assets | 4.5 |
| Tangible assets | 28.9 |
| Equity investments and funds | 0.0 |
| Inventories | 2.3 |
| Trade and other receivables | 3.3 |
| Cash and cash equivalents | 0.6 |
| Financial liabilities | –84.1 |
| Trade payables and other liabilities | –4.8 |
| –42.5 |
| EUR million | |
|---|---|
| Purchase price paid in cash | –7.1 |
| Cash and cash equivalents of the acquired entity | 0.6 |
| –6.5 |
| EUR million | |
|---|---|
| Consideration transferred | 67.7 |
| Net assets acquired | –42.5 |
| Goodwill | 110.3 |
An EUR 2.7 million expense of expert's and professional advisors fees is recorded in other operating expenses.
On 20 April 2017, Elisa acquired all the shares of Santa Monica Networks Oy (currently Elisa Santa Monica Oy) and Santa Monica Networks AS. The acquisition price was EUR 31.8 million.
Through the acquisition, Elisa strengthened Corporate Customers segment's market position in the design, construction and maintenance of network solutions on the home markets in Finland and in Estonia.
According to the purchase price allocation, EUR 4.8 million of the purchase price was allocated to customer base, which will be amortised over four years. The business combination resulted in goodwill of EUR 23.5 million, which is related to strengthening the Corporate Customer business and expected synergy benefits. Goodwill is not tax deductible.
The acquired companies have been consolidated from 1 April 2017 onwards. Revenue after the acquisition was EUR 28.4 million and the impact on Group profit for the period was EUR 1.0 million. Had the acquisition been made as of the beginning of the year, the impact on Group revenue and profit for the period would have been EUR 39.5 million and EUR 1.3 million, respectively.
There have been no pre-existing relationships between the Group and the acquired companies at the time of the acquisition that should have been taken into account in the consolidation of business operations.
| EUR million | Carrying amount |
|---|---|
| Cash paid | 31.8 |
| Total cost of acquisition | 31.8 |
| EUR million | |
|---|---|
| Customer base | 4.8 |
| Other intangible assets | 0.1 |
| Tangible assets | 2.0 |
| Inventories | 0.7 |
| Trade and other receivables | 13.9 |
| Cash and cash equivalents | 3.7 |
| Deferred tax liabilities | –0.6 |
| Financial lease liabilities | –1.1 |
| Other financial liabilities | –0.8 |
| Trade payables and other liabilities | –14.6 |
| 8.3 |
| EUR million | |
|---|---|
| Purchase price paid in cash | –31.8 |
| Cash and cash equivalents of the acquired entities | 3.7 |
| –28.1 |
| EUR million | |
|---|---|
| Consideration transferred | 31.8 |
| Net assets acquired | 8.3 |
| Goodwill | 23.5 |
The acquisition resulted in a EUR 0.4 million in expense of transfer tax, which has been recorded in other operating expenses. In addition, a EUR 0.7 million expense for professional advisory services has been recorded in other operating expenses.
On 30 June 2017 and 27 September 2017, the group acquired in total 36.6 per cent of the shares of Tampereen Tietoverkko Oy. The acquisition price was EUR 1.2 million. After the acquisitions, the share stock owned by Elisa Group, increased to 100 per cent. Due to the acquisitions, the non-controlling interest decreased by EUR 0.1 million, and the Group's equity by EUR 1.1 million.
31 December 2017, Elisa Group divested payment terminal business and Elisa Kassa service. The total sale price was EUR 1.6 million, and the net assets sold EUR 0.1 million. The divestment resulted in a profit of EUR 1.5 million, recorded within other operating income. The whole sale price was paid in cash.
Subsidiaries are consolidated from the date the Group obtains control, and divested companies until the loss of control.
Acquisitions are measured at amortised costs. Identifiable assets acquired and assumed liabilities are measured at their fair value on the acquisition date. Possible investments to non-controlling interests, are measured either at a proportionate share of the acquiree's identifiable net assets or at fair value. The method to be used is selected on a case-by-case basis. Subsequent changes in non-controlling interests are treated as equity transactions. In business combinations carried out in stages previously held equity share in the acquiree is measured at fair value, and the resulting gain or loss is recognised through profit or loss.
The acquisition price consists of the fair value of net assets acquired and the contingent consideration transferred. The amount of the purchase price that exceeds the fair value of the acquired net assets is recognised as goodwill. Additional information regarding valuation and impairment testing of goodwill is available under Note 5.3.1.
The changes in contingent consideration are expensed through profit and loss. Acquisition-related costs, such as consulting fees and transfer tax, are accounted as expenses in the periods, when the costs were incurred and the services received. The costs are presented as Other costs in the income statement.
In connection with loss of control, any investment retained in a former subsidiary is measured at fair value through profit or loss at the date of transaction. Changes in ownership interest that do not result in a loss of control are accounted for as equity transactions.
The identifiable assets acquired and the consideration transferred in a business combination are measured at fair value. When determining the fair value of the acquired net assets, consideration and estimates may be required. Estimates and judgement are based on the management's best view of the situation at the time of the acquisition.
| EUR million | 2018 | 2017 |
|---|---|---|
| Salaries and wages | 241 7 |
235 5 |
| Share-based payments | 15 9 |
15 2 |
| Pension expenses – defined contribution plans | 40 1 |
38 3 |
| Pension expenses – defined benefit plans | 0 4 |
0 6 |
| Other employee costs | 13 3 |
14 3 |
| I/S | 311 4 |
304 0 |
| Number of personnel at the end of the reportig period | 2018 | 2017 |
| Consumer Customers | 2,754 | 2,793 |
| Corporate Customers | 2,033 | 1,922 |
| 4,787 | 4,715 |
All employees are included in the scope of performance-, incentive- or commission-based bonus schemes. The Group also has a personnel fund. The costs of the performance-based bonus scheme and personnel fund are recognised on an accrual basis and the costs are based on the best available estimate of realised amounts.
Rewards are based on financial and operational metrics of Elisa Corporation and its units. Targets are set and the maximum amount of reward is confirmed semi-annually. Some of the Group's key personnel also participated in the share-based compensation plan in 2018.
The objective of the personnel fund is to secure the commitment of the personnel to Elisa's long-term objectives and to reinforce their interest in the company's financial success and its metrics. The Board of Directors sets the earning criteria for the profit share award annually. The evaluation metrics for the performance-based bonus system is the earnings per share (EPS) and achievement of defined strategic goals. The members of the personnel fund are the employees of Elisa Group, with the exception of those employees who are part of the share incentive plan. In 2018, the Group's personnel fund contribution was EUR 2.3 (2.9) million.
| EUR million | 2018 | 2017 |
|---|---|---|
| Managing Directors | 6.6 | 3.9 |
| Members and deputy members of Boards of Directors | 0.6 | 0.5 |
The retirement age of the Group companies' Managing Directors is 60–65 years.
Key management consists of Elisa's Board of Directors, the CEO and the Executive Board. Management remuneration is described under parent company's Note 4.
| EUR million | 2018 | 2017 |
|---|---|---|
| Remunerations and other short-term employee benefits | 4.2 | 4.1 |
| Post-employment benefits | 0.5 | 0.5 |
| Share-based compensation (1 | 6.5 | 6.3 |
| 11.2 | 10.9 |
1) In 2018, the share-based compensation expenses were EUR 15.9 (15.2) million, of which EUR 1.6 (1.7) million is allocated to the CEO and EUR 4.9 (4.7) million to the Executive Board. The terms and conditions of share-based incentive plans are described under Note 4.2.
| EUR million | 2018 | 2017 |
|---|---|---|
| Board of Directors | 0.6 | 0.4 |
| CEO | 0.8 | 0.9 |
| Executive Board | 2.8 | 2.7 |
| Share-based compensations (2 | 7.1 | 3.5 |
| 11.3 | 7.5 |
2) The award paid to the CEO under the share-based compensation plans was EUR 1.9 (1.0) million and to the Executive Board members EUR 5.2 (2.5) million.
If the service contract is terminated by the Group, the period of notice for the CEO is six months and, if the contract is terminated by the CEO, the period of notice is three months. If the service contract is terminated by the Group, the CEO is entitled to a severance payment equalling the total salary for 24 months less the salary for the the period of notice. The period of notice for other members of the Executive Board is six months, if the service contract is terminated by the Group. In addition to the notice period salary, the members of the Executive Board are entitled to a severance payment equalling the total salary for nine months.
The executive agreement with the Group CEO expires at the age of 60, and he/she is entitled to retire according to the agreement. The defined benefit pension plan includes vested rights. The company is liable for the pension at the age of 60–63, and the related accumulated liability of EUR 1.3 million is included in pension obligations on the balance sheet. Pension is accrued annually by 5.1 per cent of the annual income under Employees Pensions Act (TyEL), and annually by EUR 120,000 during period 2017–2020. In the management's cash-based supplementary pension insurance, the pension is accrued from 20.7 per cent of the annual income under the Employees Pensions Act (TyEL) starting at the age of 62. The pension arrangement of the CEO is a cash-based plan, and it covers an increase in the statutory retirement age.
The executive agreements of the Group Management Board members, appointed before the year 2013, expire mainly at the age of 62, when they have the right to retire. Pension provisions are cash-based and they are covered by management supplementary pension insurance, that includes vested rights.
In 2018, the award paid to the CEO under the 2014 share-based compensation plan's 2015–2017 vesting period equals the value of 46,789 shares and to the Executive Board 146,333 shares.
The maximum award granted to the CEO under the 2014 plan's 2016–2018 vesting period equals the value of 42,000 shares and for the rest of the Executive Board 134,300 shares. The award will be paid after the publication of the 2018 financial statements.
The maximum award granted to the CEO under the 2014 plan's 2017–2019 vesting period equals the value of 45,000 shares and for the rest of the Executive Board 143,200 shares. The award will be paid after the publication of the 2019 financial statements.
The maximum award granted to the CEO under the 2017 plan's 2018–2020 vesting period equals the value of 39,650 shares and for the rest of the Executive Board 134,350 shares. The award will be paid after the publication of the 2020 financial statements.
The maximum award granted to the CEO under the 2017 plan's 2019–2021 vesting period equals the value of 39,000 shares and for the rest of the Executive Board 128,350 shares. The award will be paid after the publication of the 2021 financial statements.
Within the vesting period 2016–2018, the CEO received a share-based compensation equivalent to 5,000 shares during the financial year 2018.
The members of Elisa's Board of Directors, the CEO, the members of the Executive Board and their related parties held a total of 341,858 shares and votes, corresponding to 0.20 per cent of all shares and votes.
The aim of the Group's share-based incentive plans is the long-term commitment of senior management for the improvement of Elisa'svalue. The amount of the possible award to be paid is tied to the accomplishment of the set goals.
On 15 December 2017, Elisa's Board of Directors decided on a share-based incentive plan for key personnel for 2018–2022. On 11 December 2014, Elisa's Board of Directors decided on a share-based incentive plan for key personnel for 2015–2019. On 19 December 2011, Elisa's Board of Directors decided on two committed share-based incentive plans for key personnel for 2012—2018.
On 15 December 2017, Elisa's Board of Directors decided on the share-based incentive plan for key personnel for 2018–2022.
The new performance-based incentive plan has three vesting periods: the calendar years 2018–2020, 2019–2021 and 2020–2022. The Board of Directors decides the performance criteria for the plan and required performance levels for each criterion at the beginning of a vesting period. After the end of the vesting period, the award is paid as a combination of company shares and cash after the completion of financial statements. The cash portion intends to cover the tax obligations resulting from the share based payment. If the contract of employment is terminated before the payment of the award, as a rule no award shall be paid.
The earnings criteria for the vesting period 2019–2021 are based on earnings per share (EPS), revenues from new businesses and other key objectives. The total maximum amount to be paid for the vesting period 2019–2021 equals the value of 489,895 Elisa shares.
The earnings criteria for the vesting period 2018–2020 are based on earnings per share (EPS), revenues from new businesses and other key objectives. The total maximum amount to be paid for the vesting period 2018–2020 equals the value of 480,700 Elisa shares.
The CEO of the Group and the members of the Board of Directors shall own at the minimum 50.0 per cent of the net shares paid under the share-based incentive plan until share ownership for the CEO reaches 100 per cent of his/her gross yearly income and for the member of the Board of Directors 50 per cent of his/her gross yearly income.
| Amount of share incentives and terms and assumptions in the fair value calculation | Vesting period 2019–2021 |
Vesting period 2018–2020 |
|---|---|---|
| Maximum number of shares granted, pcs | 489,895 | 480,700 |
| Grant date | 31 Dec. 2018 | 31 Dec. 2017 |
| Fair value of the share at the grant date, EUR (1 | 31.13 | 28.22 |
| Share price at the grant date, EUR | 36.08 | 32.72 |
| Estimated realisation of share price after vesting period (2 | 38.63 | 35.57 |
| Vesting period starts | 1 Jan. 2019 | 1 Jan. 2018 |
| Vesting period ends | 31 Dec. 2021 | 31 Dec. 2020 |
| Estimated realisation of earnings criteria at the beginning of vesting period, % | 74 | 85 |
| Estimated realisation of earnings criteria at the closing date, % | 74 | 78 |
| Number of participants in the plan at the closing date | 189 | 173 |
1) The fair value of the share is the share price at the grant date, less estimated dividend. Estimated dividend used in the calculation equals the previous period dividend.
2) The estimated realisation of share price is calculated using the CAP model (Capital Asset Pricing Model). The basic variables in the model are interest rate level, general risk premium and the so-called beta risk on the Elisa share. The assumed dividend is the dividend for thr previous period.
On 11 December 2014, Elisa's Board of Directors decided on the share-based incentive plan for key personnel for 2015–2019.
The performance-based incentive plan has three vesting periods: the calendar years 2015–2017, 2016–2018 and 2017–2019. The Board of Directors will decide on the performance criteria for the plan and required performance levels for each criterion at the beginning of a vesting period. After the end of the vesting period, the award is paid as a combination of company shares and cash after the completion of financial statements. If the contract of employment is terminated before the payment of the award, as a rule no award shall be paid.
The earnings criteria for the vesting period 2017–2019 are based on earnings per share (EPS), revenues from new businesses and other key objectives. The number of key personnel participating in the plan is 157, and the maximum award equals the value of 448,360 Elisa shares.
The earnings criteria for the vesting period 2016–2018 are based on earnings per share (EPS), revenues from new businesses and other key objectives. The number of key personnel participating in the plan is 148, and the maximum award equals the value of 406,450 Elisa shares.
The earnings criteria for the vesting period 2015–2017 plan were based on earnings per share (EPS), revenues from new businesses and other key objectives. The total performance was EUR 17.1 million of which EUR 8.9 million was paid in cash. In accordance with the Board's decision, on 5 February 2018, Elisa transferred 228,543 shares to 143 persons covered by the incentive scheme, of which 69,428 shares to the Executive Board members and 22,224 shares to the CEO.
| Amount of share incentives and terms and assumptions in the fair value calculation | Vesting period 2017–2019 |
Vesting period 2016–2018 |
Vesting period 2015–2017 |
|---|---|---|---|
| Maximum number of awards granted, pcs | 448,360 | 406,450 | 569,900 |
| Grant date | 31 Dec. 2016 | 31 Dec. 2015 | 31 Dec. 2014 |
| Fair value of share at the grant date, EUR (1 | 26.73 | 30.83 | 18.71 |
| Share price at the grant date, EUR | 30.93 | 34.79 | 22.61 |
| Estimated realisation of share price after vesting period (2 | 34.25 | 36.69 | 22.34 |
| Vesting period starts | 1 Jan. 2017 | 1 Jan. 2016 | 1 Jan. 2015 |
| Vesting period ends | 31 Dec. 2019 | 31 Dec. 2018 | 31 Dec. 2017 |
| Estimated realisation of earnings criteria at the beginning of vesting period, % | 50 | 50 | 50 |
| Estimated realisation of earnings criteria at the closing date, % | 94 | 81 | |
| Realisation of earning criteria, % | 75 | ||
| Distributed number | 228,543 | ||
| Volume weighted average share price at distribution date, EUR | 35.30 | ||
| Distributed number out of the maximum number of share awards granted, % | 40 | ||
| Number of participants in the plan at the closing date | 157 | 148 | 143 |
1) The fair value of the share is the share price at the grant date, less estimated dividend. Estimated dividend used in the calculation equals the dividend for the previous period.
2) The estimated realisation of share price is calculated using the CAP model (Capital Asset Pricing Model). The basic variables in the model are interest rate level, general risk premium and the so-called beta risk on the Elisa share. The assumed dividend equals the dividend for the previous period.
On 19 December 2011, Elisa's Board of Directors decided on the share-based incentive plan for key personnel for 2012–2018.
The awards granted under the plan have a restriction period of 1–3 years. The potential award is based on the validity of the key person's contract of employment. The maximum amount of awards paid under the plan equals the value of 500,000 Elisa shares.
| Amount of share incentives and terms and assumptions in the fair value calculation | Vesting period 2016–2018 |
Vesting period 2016–2017 |
Vesting period 2014–2016 |
Vesting period 2014–2015 |
|---|---|---|---|---|
| Maximum number of awards granted, pcs | 5,000 | 5,000 | 4,000 | 4,000 |
| Grant date | 16.12.2016 | 16.12.2016 | 11.12.2014 | 11.12.2014 |
| Fair value of share at the grant date, EUR (1 | 27.92 | 29.32 | 19.29 | 20.59 |
| Share price at the grant date, EUR | 30.72 | 30.72 | 21.89 | 21.89 |
| Estimated realisation of share price after vesting period (2 | 32.87 | 31.70 | 21.76 | 21.70 |
| Vesting period started | 13.12.2016 | 13.12.2016 | 04.11.2014 | 04.11.2014 |
| Vesting period ended | 13.12.2018 | 13.12.2017 | 04.11.2016 | 04.11.2015 |
| Estimated realisation of earnings criteria at the beginning of vesting period, % | 100 | 100 | 100 | 100 |
| Estimated realisation of earnings criteria at the closing date, % | 100 | 100 | 100 | 100 |
| Realisation of earnings criteria, % | ||||
| Distributed number | 2,300 | 2,300 | 1,840 | 1,840 |
| Volume weighted average share price at distribution date, EUR | 37.55 | 33.01 | 29.97 | 34.49 |
| Distributed number out of the maximum number of share awards granted, % | 46 | 46 | 46 | 46 |
| Number of participants in the plan at the closing date | 1 | 1 | 1 | 1 |
1) The fair value of the share is the share price at the grant date, less estimated dividend. Estimated dividend used in the calculation equals the dividend for the previous period.
2) The estimated realisation of share price is calculated using the CAP model (Capital Asset Pricing Model). The basic variables in the model are interest rate level, general risk premium and the so-called beta risk on the Elisa share. The assumed dividend equals the dividend for the previous period.
In 2018, expenses recognised for share incentive plans were EUR 15.9 (15.2) million.
Share-based in centive plans are measured at the fair value at the grant date. If the assumption regarding the realised number of shares changes, an adjustment will be recorded through profit and loss. The sharebased incentive plans do not include any other non-market based terms and conditions. Transfer restrictions related to the share-based incentive plans are out of the scope of the fair value measurement and expense recognition.
In the Group's share-based payment scheme, the total award amount is the gross earning of shares granted minus the applicable withholding tax, with the remaining net amount being paid to the award recipient in shares.
According to the new IFRS 2 amendment (effective for the financial year beginning on or after 1 January 2018), compensation costs for the share-based incentive plans will be entirely recognised as equity-settled arrangements. As a result, share-based incentive costs, recognised in equity, also include a cash component that is equal to the value of the shares paid to cover the taxes and tax-like costs incurred under the award. The Group settles a cash payment of a portion, required to meet withholding tax obligations, to the Tax Administration.
The previous standard required the entity to divide the payment into an equity-settled and a cash-settled components. The Group's 2017 financial statements included a short-term liability of EUR 14.5 million relating to the cash-settled component. On 1 January 2018, according to the IFRS 2 amendment requirements, the cash component was adjusted in the opening balances from the liabilities to the retained earnings in equity.
The expense recognition for the share-based incentive plans is based on an estimate of the fulfilment of the share incentive plan criteria and the development of Elisa Group's share price. The fulfilment of the share incentive plan criteria and the development of the share price might deviate from the estimates. In 2018, compensation expenses were EUR 15.9 million.
The Group's pension obligations are classified as either defined contribution plans or defined benefit plans. Under a defined contribution plan, the Group pays fixed contributions to pension insurance companies. If the pension insurance company does not hold sufficient assets to pay all employees the benefits in question, the Group will have no legal or constructive obligation to pay further contributions. The contributions for defined contribution pension plans are recognised as expenses during the financial year, in which the payment obligation has arised. All other plans not meeting the above criteria are classified as defined benefit plans.
The pension schemes for the Group's personnel in Finland are covered by the Employees Pensions Act (TyEL) and are arranged through pension insurance companies. The Finnish Employees Pensions Act (TyEL) is a defined contribution plan. Supplementary pensions are arranged through life insurance companies. Some supplementary pension plans and pension plans under the responsibility of some group companies have been classified as defined benefit plans. The defined benefit plans are mainly funded by yearly contributions to the insurance companies, based on actuarial valuation. Local tax and other legislation is applied to the pension plans' arrangements. Only Elisa Corporation has the defined benefit plans. The pension plans in foreign subsidiaries are defined contribution plans.
Post-employment benefits of key management are described in Note 4.1.
| EUR million | 2018 | 2017 |
|---|---|---|
| Present value of unfunded obligations | –2.6 | –2.5 |
| Present value of funded obligations | –63.9 | –68.2 |
| Fair value of plan assets | 51.3 | 54.7 |
| B/S Net pension liability (-) / receivable (+) in the statement of financial position | –15.2 | –16.0 |
| EUR million | 2018 | 2017 |
|---|---|---|
| Expense recognised in profit or loss | ||
| Service cost | 0.2 | 0.4 |
| Net interest | 0.3 | 0.2 |
| 0.4 | 0.6 | |
| Remeasurements | –0.9 | –0.4 |
| Tax effect of the remeasurements | 0.2 | 0.1 |
| I/S | –0.7 | –0.3 |
| THE REPORT OF THE | LONSOLIDATED | PARENT COMPANY | SHARES AND | BOARD'S PROPOSAL FOR | AUDITOR'S |
|---|---|---|---|---|---|
| BOARD OF DIRECTORS | FINANCIAL STATEMENTS/ | FINANCIAL STATEMENTS / | SHAREHOLDERS | DISTRIBUTION OF PROFITS | REPORT |
| EUR million | 2018 | 2017 |
|---|---|---|
| Net defined benefit obligation at the beginning of the period | 16 0 |
16 6 |
| Pension expenses recognised in profit or loss | 0 4 |
0 6 |
| Remeasurements | –0 9 |
–0 4 |
| Contributions paid by employer | –0 4 |
–0 8 |
| Net defined benefit obligation at the end of period | 15 2 |
16 0 |
| EUR million | 2018 | 2017 |
|---|---|---|
| Obligation at the beginning of the period | -70,7 | –75 2 |
| Current service cost | -0,2 | –0 4 |
| Interest expenses | -1,1 | –0 8 |
| Remeasurements | ||
| Actuarial gain (+) or loss (-) arising from changes in economic assumptions | 0,0 | 0 4 |
| Gain (+) or loss (-) arising from experience adjustments | 0,5 | 0 3 |
| Benefits paid | 5,0 | 5 0 |
| Obligation at the end of period | -66,5 | –70 7 |
| EUR million | 2018 | 2017 |
|---|---|---|
| Fair value of plan assets at the beginning of the period | 54,7 | 58 6 |
| Interest incomes | 0,8 | 0 6 |
| Remeasurements, gain (+) or loss (-) | 0,4 | –0 3 |
| Benefits paid | -5,0 | –5 0 |
| Contributions paid by employer | 0,4 | 0 8 |
| Fair value of plan assets at the end of period | 51,3 | 54 7 |
| The principal actuarial assumptions used | 2018 | 2017 |
|---|---|---|
| Discount rate, % | 1,60 | 1 .60 |
| Future pension increase, % | 1,90 | 1 .90 |
| Inflation, % | 1,70 | 1 .70 |
| Sensitivity analysis of net defined benefit obligation | Effect on the net defined benefit obligation, EUR million |
|
|---|---|---|
| Change in actuarial assumptions | 2018 | 2017 |
| Discount rate + 0.5 % | –1.6 | –1.3 |
| Future pension increase +0.5 % | 4.1 | 4.3 |
| Expected mortality +1 year | 0.4 | 0.9 |
When calculating a change in one assumption of the sensitivity analysis, the other assumptions are assumed to remain unchanged. In practice, this is not likely to happen and some changes in the assumptions may correlate with each other. The figures in the sensitivity analysis have been calculated using the same method which is applied when calculating defined benefit obligations.
Defined benefit obligations expose the Group to various risks. Decreases in the gain of corporate bonds, higher inflation and higher expected retirement may predispose the Group to the growth of defined benefit obligations. On the other hand, since the fair value of assets is calculated using the same discount rate which is used when calculating the obligation, the change in the discount rate will only affect the net defined benefit obligation. Similarly, a rise in life expectancy will increase the assets and affect the net defined benefit obligation.
Weighted average duration of the obligation is 14.0 (14.0) years.
The Group expects to contribute EUR 0.3 (0.4) million to defined benefit pension plans in 2019.
The assets of the defined benefit obligations are 100 per cent acceptable insurances.
The Group's defined benefit obligation has been calculated separately from each plan using the projected unit credit method. Pension expenses calculated by authorised actuaries are recognised in profit or loss over the employees' working lives. The r ate used to discount the present value of the defined benefit obligation is determined by reference to market yields of high-quality corporate bonds. I f such information is not available, the market yields on government bonds are used. The maturity of corporate bonds and government bonds are substantially consistent with the maturity of pension obligations. The present value of defined benefit obligation is reduced by the fair value of the plan assets at the end of the reporting period. The net defined benefit pension liability is recognised in the statement of financial position.
Current service cost and net interest of the net defined benefit liability are recorded in employee expenses on the income statement. The remeasurements of the net defined benefit liability, for example actuarial gains a nd losses and the return on plan assets, are recognised in other comprehensive income during the financial period in which they incur.
| EUR million | 2018 | 2017 |
|---|---|---|
| Tangible assets | ||
| Buildings and constructions | ||
| Owned buildings and constructions | 12 3 |
11 9 |
| Buildings and constructions under finance lease arrangements | 0 4 |
0 4 |
| Telecom devices, machinery and equipment | ||
| Owned telecom devices, machinery and equipment | 174 2 |
169 5 |
| Assets under finance lease arrangements | 3 4 |
3 4 |
| Other intangible assets | 0 0 |
0 0 |
| 190 3 |
185 3 |
|
| Intangible assets | ||
| Customer base | 5 0 |
5 0 |
| Other intangible assets | 40 9 |
39 4 |
| 45 9 |
44 4 |
|
| I/S | 236 2 |
229 7 |
Impairment losses were EUR 0 .4 (2 .5) million .
| Telecom devices, | Other | Tangible | ||||
|---|---|---|---|---|---|---|
| 2018 | Land and | Buildings and | machinery and | tangible | assets under | |
| EUR million | water areas | constructions | equipment | assets | construction | Total |
| Acquisition cost at 1 Jan. 2018 | 9.3 | 271.9 | 3,420.3 | 35.7 | 38.7 | 3,776.0 |
| Business acquisitions | 0.0 | 0.1 | 0.0 | 0.1 | ||
| Additions | 1.0 | 10.1 | 159.9 | 15.0 | 186.0 | |
| Business disposals | –0.1 | –0.1 | –0.2 | |||
| Disposals | 0.0 | 1.0 | –14.1 | 0.0 | –13.1 | |
| Reclassifications | 0.4 | 3.1 | 18.1 | –23.1 | –1.5 | |
| Translation differences | –0.1 | –0.1 | ||||
| Acquisition cost at 31 Dec. 2018 | 10.7 | 286.2 | 3,584.1 | 35.7 | 30.6 | 3,947.3 |
| Accumulated depreciation and impairment at 1 Jan. 2018 | 0.0 | 150.8 | 2,832.1 | 35.0 | 3,018.0 | |
| Depreciation and impairment | 12.7 | 177.6 | 0.0 | 190.3 | ||
| Accumulated depreciation on disposals and reclassifications | 1.5 | –13.9 | –12.5 | |||
| Translation differences | –0.1 | 0.0 | –0.1 | |||
| Accumulated depreciation and impairment at 31 Dec. 2018 | 0.0 | 165.0 | 2,995.6 | 35.1 | 3,195.8 | |
| B/S Book value at 1 Jan. 2018 | 9.3 | 121.1 | 588.2 | 0.7 | 38.7 | 758.1 |
| B/S Book value at 31 Dec. 2018 | 10.7 | 121.1 | 588.7 | 0.7 | 30.6 | 751.6 |
| Telecom devices, | Other | |||||
|---|---|---|---|---|---|---|
| 2017 | Land and | Buildings and | machinery and | tangible | assets under | |
| EUR million | water areas | constructions | equipment | assets | construction | Total |
| Acquisition cost at 1 Jan. 2017 | 9.2 | 264.1 | 3,234.6 | 35.7 | 32.1 | 3,575.7 |
| Business acquisitions | 1.2 | 28.9 | 0.8 | 31.0 | ||
| Additions | 0.1 | 7.3 | 157.4 | 36.8 | 201.6 | |
| Disposals | -0.1 | -3.6 | -26.7 | 0.0 | -30.4 | |
| Reclassifications | 0.1 | 2.9 | 26.2 | -31.0 | -1.7 | |
| Translation differences | -0.1 | 0.0 | -0.1 | |||
| Acquisition cost at 31 Dec. 2017 | 9.3 | 271.9 | 3,420.3 | 35.7 | 38.7 | 3,776.0 |
| Accumulated depreciation and impairment at 1 Jan. 2017 | 140.9 | 2,685.9 | 35.0 | 2,861.8 | ||
| Depreciation and impairment | 12.4 | 172.9 | 0.0 | 185.3 | ||
| Accumulated depreciation on disposals and reclassifications | –2.5 | –26.6 | –29.1 | |||
| Translation differences | 0.0 | 0.0 | 0.0 | |||
| Accumulated depreciation and impairment at 31 Dec. 2017 | 150.8 | 2,832.1 | 35.0 | 3,018.0 | ||
| B/S Book value at 1 Jan. 2017 | 9.2 | 123.2 | 548.6 | 0.7 | 32.1 | 713.9 |
| B/S Book value at 31 Dec. 2017 | 9.3 | 121.1 | 588.2 | 0.7 | 38.7 | 758.1 |
On 31 December 2018, the investment commitments for tangible and intangible assets were EUR 41.7 (49.7) million. Additions in 2018 include EUR 2.3 (2.8) million of property, plant and equipment leased under finance lease arrangements.
| Telecom devices, | |||
|---|---|---|---|
| 2018 | Buildings and | machinery and | |
| EUR million | constructions | equipment | Total |
| Acquisition cost | 17.4 | 120.1 | 137.5 |
| Accumulated depreciation | 6.6 | 115.2 | 121.8 |
| Book value at 31 Dec. 2018 | 10.8 | 4.9 | 15.7 |
| 2017 EUR million |
|||
|---|---|---|---|
| Acquisition cost | 17.4 | 120.1 | 137.5 |
| Accumulated depreciation | 6.2 | 111.8 | 118.0 |
| Book value at 31 Dec. 2017 | 11.2 | 8.3 | 19.5 |
Property, plant and equipment are recognised in the statement of financial position at the original cost. Property, plant and equipment are stated at cost less accumulated depreciation and impairments. Depreciation is recorded on a straight-line basis over the useful lives of tangible assets. The residual value and the useful life of an asset is reviewed at year-end and adjusted, if necessary.
Subsequent costs, such as renewals and major renovation projects, are capitalised when it is probable that future economic benefit, associated with the item, will flow to the Group. Ordinary repair, service and maintenance costs are recognised as an expense during the financial period in which they incur.
Expected useful lives of property, plant and equipment:
| Buildings and constructions | 25–40 years |
|---|---|
| Machinery and equipment in buildings | 10–25 years |
| Telecommunications network (line, backbone, area, subscription, cable TV) |
8–15 years |
| Exchanges and concentrators (fixed and mobile core) | 6–10 years |
| Equipment for the network and exchanges | 3–8 years |
| Telecommunication terminals | 2–4 years |
| Other machinery and equipment | 3–5 years |
| Other | Intangible | ||||
|---|---|---|---|---|---|
| 2018 EUR million |
Goodwill | Customer base | intangible assets |
assets under construction |
Total |
| Acquisition cost at 1 Jan . 2018 |
1,028 5 |
108 8 |
640 9 |
15 2 |
1,793 5 |
| Business acquisitions | 7 2 |
0 8 |
4 8 (1 |
0 0 |
12 9 |
| Additions | 65 9 (2 |
2 5 |
68 4 |
||
| Business disposals | –0 2 |
0 0 |
0 0 |
–0 3 |
|
| Disposals | –0 2 |
–0 2 |
|||
| Reclassifications | 5 8 |
–4 3 |
1 5 |
||
| Translation differences | 0 0 |
0 0 |
0 0 |
||
| Acquisition cost at 31 Dec . 2018 |
1,035 5 |
109 6 |
717 2 |
13 5 |
1,875 8 |
| Accumulated amortisation and impairment at 1 Jan . 2018 |
15 0 |
92 7 |
494 6 |
0 7 |
603 0 |
| Depreciation and impairment | 0 0 |
5 0 |
40 9 |
0 0 |
45 9 |
| Accumulated amortisation on disposal and reclassifications | –0 2 |
–0 2 |
–0 4 |
||
| Translation differences | 0 0 |
||||
| Accumulated depreciation and impairment at 31 Dec . 2018 |
14 8 |
97 7 |
535 3 |
0 7 |
648 5 |
| Book value at 1 Jan . 2018 |
1,013 5 |
16 2 |
146 3 |
14 6 |
1,190 6 |
| Book value at 31 Dec . 2018 |
1,020 7 |
12 0 |
181 9 (3 |
12 8 |
1,227 4 |
| 2017 | Other intangible |
Intangible assets under |
|||
|---|---|---|---|---|---|
| EUR million | Goodwill | Customer base | assets | construction | Total |
| Acquisition cost at 1 Jan. 2017 | 894.8 | 97.2 | 570.4 | 37.3 | 1,599.7 |
| Business acquisitions | 133.8 | 11.6 | 3.9 | 0.7 | 150.0 |
| Additions | 36.7 | 8.1 | 44.9 | ||
| Business disposals | 0.0 | 0.0 | |||
| Disposals | –1.5 | –1.5 | |||
| Reclassifications | 31.4 | –30.8 | 0.6 | ||
| Translation differences | –0.1 | 0.0 | –0.1 | ||
| Acquisition cost at 31 Dec. 2017 | 1,028.5 | 108.8 | 640.9 | 15.2 | 1,793.5 |
| Accumulated depreciation and impairment at 1 Jan. 2017 | 15.0 | 87.7 | 457.1 | 0.1 | 560.0 |
| Depreciation and impairment | 5.0 | 38.8 | 0.6 | 44.4 | |
| Accumulated depreciation on disposals and reclassifications | –1.4 | –1.4 | |||
| Translation differences | |||||
| Accumulated depreciation and impairment at 31 Dec. 2017 | 15.0 | 92.7 | 494.6 | 0.7 | 603.0 |
| Book value at 1 Jan. 2017 | 879.8 | 9.5 | 113.3 | 37.2 | 1,039.8 |
| Book value at 31 Dec. 2017 | 1,013.5 | 16.2 | 146.3 (3 |
14.6 | 1,190.6 |
1) 2.6 GHz Band 38 spectrum licence acquired in connection with the acquisition of Ukkonet Oy.
2) Includes Finnish 3.5 GHz spectrum licence in carrying amount of EUR 26.3 million.
3) Includes IT software in carrying amount of EUR 92.5 (83.2) million.
An intangible asset is recognised only if it is probable that the expected future economic benefits that are attributable to the asset will flow to the Group and the cost of the asset can be measured reliably. Subsequent costs related to the intangible assets are capitalised only if the future economic benefits that will flow to the Group exceed the level of performance originally assessed. In other cases, the costs are recognised as an expense as incurred.
In connection with the business combinations, intangible assets (such as customer base and brand) are measured at fair value. Other intangible assets are measured at original acquisition cost and amortised on a straight-line basis over their estimated useful lives.
Amortisation periods for intangible assets:
| 4–5 years |
|---|
| 10 years |
| 3 years |
| 5 years |
| 3–10 years |
Research costs are recorded as expenses in the income statement. Development expenses are recognised on the statement of financial position from the date the product is technically feasible, it can be utilised commercially and the asset is expected to generate future economic benefit. Otherwise, development costs are recorded as an expense. Development costs initially recognised as expenses cannot be capitalised subsequently.
Government grants related to the acquisition of property, plant and equipment are recorded as a reduction of the carrying value of property, plant and equipment. The grants are recognised in income as lower depreciation charges over the useful life of the asset.
Government grants associated with development projects, are recognised as other operating income when the related costs are recognised as expenses. Government grants, associated with capitalised development costs are recorded as a reduction of cost.
The Group assesses at the end of each reporting period, whether there is objective evidence that an asset is impaired. If such evidence exists, the recoverable amount of the asset is assessed. Additionally, regardless of any existence of impairment indications, the recoverable amount of intangible assets under construction is assessed annually. The Group does not have any intangible assets with an indefinite useful life.
The recoverable amount of the asset is its fair value less costs of disposal or its value in use, if it is higher. Value in use is a discounted present value of future net cash flows expected to be derived from an asset. An impairment loss is recognised when the carrying amount of an asset exceeds its recoverable amount. An impairment loss is recognised immediately in the income statement. An impairment loss is reversed, if there are indications that a change in circumstances has taken place, and the asset's recoverable amount has changed since the impairment loss was recognised. However, the reversal of an impairment loss will never exceed the carrying amount of the asset had no impairment loss been recognised.
Goodwill is allocated to the Group's cash generating units as follows:
| EUR million | 2018 | 2017 |
|---|---|---|
| Consumer Customers | 643.5 | 640.9 |
| Corporate Customers | 377.1 | 372.5 |
| B/S | 1,020.7 | 1,013.5 |
The reported operating segments based on the Elisa organisational and management structure are Consumer Customers and Corporate Customers.
In annual impairment tests, the recoverable amount of the segments is determined based on the value in use, which is calculated on the basis of projected discounted cash flows (DCF model). Covering a five-year period, the cash flow projections are based on plans approved by the management. The projections are mostly consistent with information from external sources and reflect actual development. The used discount rate before taxes is 7.1 per cent (7.8 per cent for Consumer Customers and 8.0 per cent for the Corporate Customers in comparison period ). Cash flows after five years have been projected by estimating the change in future cash flows as 2.0 per cent growth.
As a result of the performed impairment tests, there is no need for impairment of the segments' goodwill in 2018 and 2017.
Usage of the DCF model requires forecasts and assumptions, concerning market growth, prices, volume development, investment needs and general interest rate. The major sensitivities in the performance are associated with forecast revenue and profitability levels.
| Sensitivity analysis | Consumer Customers |
Corporate Customers |
Consumer Customers |
Corporate Customers |
|---|---|---|---|---|
| Projection parameters applied | 2018 | 2018 | 2017 | 2017 |
| Amount in excess of CGU carrying value, EUR million | 4,440 | 2,727 | 3,537 | 2,312 |
| EBITDA margin on average, % (1 | 36.9 | 33.3 | 36.7 | 33.2 |
| Horizon growth, % | 2.0 | 2.0 | 2.0 | 2.0 |
| Pre-tax discount rate, % | 7.1 | 7.1 | 7.8 | 8.0 |
1) On average during a five-year projection period
| Change in projection parameters that makes the fair value equal to book value |
Consumer Customers 2018 |
Corporate Customers 2018 |
Consumer Customers 2017 |
Corporate Customers 2017 |
|---|---|---|---|---|
| EBITDA margin on average, % | –18.7 | –18.3 | –17.9 | –17.8 |
| Horizon growth, % | –29.4 | –48.2 | –25.7 | –53.4 |
| Pre-tax discount rate, % | 16.9 | 20.4 | 15.6 | 25.2 |
Goodwill arising from business combinations prior to 2004 is accounted for in accordance with the previous financial statements regulations and the book value is the assumed IFRS acquisition cost. Business combinations incurring between 1 January 2004 and 31 December 2009 have been accounted for in accordance with IFRS 3 (2004). Goodwill arising from business combinations incurred after 1 January 2010 represents the excess of the consideration transferred over the Group's interest in the net fair value of the identifiable net assets acquired and the amount of non-controlling interest, and in a business combination achieved in stages, the acquisition-date fair value of the equity interest.
Goodwill is not amortised. Goodwill is tested for impairment annually or more frequently, if events or circumstances indicate a potential impairment. For the purpose of impairment testing, goodwill is allocated to the cash-generating units (CGU's) - Consumer Customers and Corporate Customers. Goodwill is carried at its cost less any accumulated impairment losses.
An impairment loss is recognised, when the carrying amount of an asset exceeds its recoverable amount. An impairment loss is recognised immediately in the income statement. If an impairment loss is allocated to a cash-generating unit, it is first allocated to reduce the carrying amount of any goodwill allocated to the cash-generating unit, and then to the other assets of the unit on a pro rata basis. An impairment loss, recognised for goodwill, is never reversed under any circumstances.
The recoverable amount of cash-generating units is determined by calculations based on value in use, the preparation of which requires estimates and assumptions. The main uncertainties are associated with the estimated level of revenue, profitability and the discount rate. Any changes may lead to the recognition of impairment losses. On 31 December 2018, the carrying value of goodwill was EUR 1,020.7 million.
| EUR million | 2018 | 2017 |
|---|---|---|
| Materials and supplies | 15.7 | 18.6 |
| Finished goods | 49.7 | 49.7 |
| B/S | 65.4 | 68.3 |
An impairment on inventories of EUR 2.4 (0.3) million was recognised during the financial period.
| EUR million | 2018 | 2017 |
|---|---|---|
| Trade receivables | 349.5 | 352.7 |
| Impaired trade receivables (1 | –9.1 | –6.6 |
| Contract assets, from costs (2 | 5.9 | |
| Contract assets, from revenue(2 | 4.1 | |
| Prepayments and accrued income | 47.8 | 47.3 |
| Finance lease receivables | 10.9 | 6.6 |
| Loan receivables | 0.1 | 1.4 |
| Receivables from associated companies | 0.9 | 0.1 |
| Other receivables | 6.6 | 6.1 |
| B/S | 416.6 | 407.6 |
1)The adjustment effect on opening balances of trade receivables, related to the adoption of IFRS 9, was EUR -0.7 million. Please refer to the Accounting principles at the end of Note 6.
2) The adjustment effect on opening balances related to the adoption of IFRS 15, Revenue from Contracts with Customers, on the contract assets, associated with the costs, was EUR 6.3 million, and on contract assets, associated with the revenue, was EUR 3.9 million. The effect of the initial application of IFRS 15 on the Group's revenue from contracts with customers is described in note 2.3. During the financial year, assets of EUR 0.5 million have been recognised in the income statement, of which the tax impact was EUR -0.1 million.
Prepayments and accrued income include interest receivables and accruals from the operating activities.
| 2018 | ||||
|---|---|---|---|---|
| EUR million | Nominal value | Impairment | Book value | Book value |
| Not past due | 296.5 | –0.1 | 296.5 | 299.7 |
| Past due | ||||
| Past due less than 30 days | 34.9 | –0.2 | 34.7 | 37.0 |
| Past due 31-60 days | 5.1 | –0.5 | 4.5 | 6.4 |
| Past due 61-90 days | 3.2 | –0.5 | 2.6 | 2.3 |
| Past due 91-180 days | 3.9 | –2.4 | 1.5 | 0.7 |
| More than 180 days past due | 6.0 | –5.4 | 0.6 | |
| 349.5 | –9.1 | 340.4 | 346.1 |
The book value of trade receivables approximates their fair value. The credit risk associated with trade receivables is described in Note 7.1. The maximum exposure to credit risk is the carrying amount of the trade receivables on the closing date, EUR 340.4 million.
According to the IFRS 9 requirement, an aging of provisions for impairment losses of trade receivables shall be presented. The aging of impairment provisions related to the comparison period is not available.
| EUR million | 2018 | 2017 |
|---|---|---|
| Loan receivables | 0.1 | 0.1 |
| Trade receivables | 76.5 | 67.6 |
| Finance lease receivables | 6.5 | 7.4 |
| Prepayments and accrued income | 8.5 | 8.1 |
| Non-current derivatives | 0.4 | |
| Other non-current receivables | 1.9 | 0.4 |
| B/S | 93.8 | 83.7 |
The effective interest rate on receivables (current and non-current) was 0.00 (0.00) per cent.
- maturity of minimum lease payment receivables
| EUR million | 2018 | 2017 |
|---|---|---|
| Not later than one year | 11 1 |
7 9 |
| Later than one year, not later than five years | 6 6 |
6 4 |
| Later than five years | 0 1 |
|
| 17 7 |
14 4 |
|
| Future finance income | –0 4 |
–0 3 |
| Present value of finance lease receivables | 17 4 |
14 0 |
| EUR million | 2018 | 2017 |
|---|---|---|
| Not later than one year | 10 9 |
6 6 |
| Later than one year, not later than five years | 6 5 |
7 3 |
| Later than five years | 0 1 |
|
| 17 4 |
14 0 |
Lease periods vary from one to five years, and conditions vary in terms of index clauses .
| EUR million | 2018 | 2017 |
|---|---|---|
| Non-current | ||
| Trade payables (1 | 24.6 | 13.2 |
| Advances received | 4.9 | 5.0 |
| Derivative instruments | 0.0 | 0.2 |
| Other liabilities | 6.8 | 6.6 |
| B/S | 36.3 | 25.1 |
| Current | ||
| Trade payables (1 | 162.5 | 193.6 |
| Advances received | 5.7 | 6.3 |
| Contract liabilities, from revenue (2 | 0.2 | |
| Accrued employee-related expense | 46.9 | 47.5 |
| Share-based payments (3 | 14.5 | |
| Other accruals | 19.1 | 21.9 |
| Liabilities to associated companies | 0.0 | 0.1 |
| Other liabilities (4 | 74.9 | 65.9 |
| B/S | 309.3 | 349.8 |
| 345.5 | 374.9 |
1) Non-current trade payables include liabilities for a 700 MHz spectrum license, EUR 8.8 million, and for a 3540 - 3670 MHz spectrum licence, EUR 15.8 million. Current trade payables include liabilities for a 700 MHz spectrum licence of EUR 4.4 (4.4) million, and for a 3540 - 3670 MHz spectrum licence, EUR 5.3 million.
2) The adjustment effect on the opening balance of liabilities, related to the adoption of IFRS15 Revenue from contracts with Customers, was EUR 0.8 million, of which EUR -0.6 million has been recognised in the income statement during the financial year.
3) The adjustment effect on the opening balance of accrued employee expenses, related to the adoption of an amendment to IFRS 2, Share-based Payments, was EUR 14.5 million. The cash component of the share-based incentive schemes, included in the short-term liabilities the Group's 2017 financial statements, was adjusted to the retained earnings in equity.
4) Other liabilities of the comparison period include a contingent consideration from the business acquisitions EUR 1.6 (1.2) million.
Inventories are measured at their costs of purchase or at their net realisable value, if lower than the cost. The cost is determined using a weighted average price.
Receivables are valued at amortised cost and are recognised at the original invoiced amount. The Group records the provision for the impairment losses arising from trade receivables based on historical default rates over the expected life and recognises the impairment loss when the trade receivables are stated as lost. The impairment loss is adjusted by the amount of factored receivables.
On 1 January 2018, the Group initially applied IFRS 9. The Group records the provisions for the impairment of trade receivables based on the expected credit loss model introduced by the standard. According to the previous practice, the Group recorded an impairment loss on trade receivables when the payment was delayed by more than 90 days. On 1 January 2018, the adjustment effect on the opening balances related to the adoption of IFRS 9, on trade receivables was EUR -0.7 million, on retained earnings EUR -0.5 million, and on deferred tax assets EUR 0.3 million.
Trade receivables and other receivables are classified as long-term receivables, if they mature in more than 12 months. If trade receivables mature in less than 12 moths, they are classified as short-term receivables.
The Group acts as a lessor in the lease arrangements for video conferencing equipment, which is accounted for as finance leases. At the time of the sale of the equipment, the proceeds are recorded as revenue and a receivable at present value. Rental income is recorded as financial income and as a reduction of the receivable over the lease period, reflecting a constant periodic rate of return on the net investment.
The current value of trade payables and other liabilities is a reasonable estimate of their fair value. The time of payment for the Group's trade payables corresponds to conventional corporate terms of payment. Other accruals include accruals of interest expenses and other regular expenses.
Financial risk management is carried out by a central treasury department, which identifies, evaluates and hedges financial risks, such as exchange rates, interest rates, liquidity and refinancing risks for the entire Group. The principles for overall risk management, as well as financing policies covering funding and investment principles, are annually discussed and ratified by the Audit Committee of the Board of Directors. Funding risks are monitored as a part of the regular business monitoring procedure.
Elisa is exposed to interest rate risk mainly through its financial liabilities. In order to manage interest rate risk, the Group's borrowings and investments are diversified in fixed- and variable-rate instruments. Derivative financial instruments may also be used in managing interest rate risk. The purpose is to minimise the negative effects caused by changes in the interest rate level.
| Between | Over | |||
|---|---|---|---|---|
| Time of interest rate change | Less than a year | 1 and 5 years | 5 years | Total |
| Variable-rate financing instruments | ||||
| Commercial paper loans | 107.0 | 107.0 | ||
| Bank loans | 100.0 | 100.0 | ||
| Finance lease liabilities | 2.9 | 2.9 | ||
| Fixed-rate financing instruments | ||||
| Bonds | 180.0 | 300.0 | 300.0 | 780.0 |
| Bank loans | 150.0 | 150.0 | ||
| Finance lease liabilities | 5.0 | 16.9 | 21.8 | |
| 389.9 | 455.0 | 316.9 | 1,161.7 |
On 31 December 2018, the Group's interest-bearing financial assets consisted of commercial papers and bank deposits amounting to EUR 0.0 million and cash in bank amounting to EUR 80.9 million.
The sensitivity analysis includes the financial liabilities at the balance sheet date. It is estimated that an increase of one percentage point in the interest rate would affect the Group's profit before taxes. The interest rate position is assumed to include interest-bearing financial liabilities and receivables, as well as interest rate swaps on the balance sheet date, assuming that all the contracts will be valid and stay unchanged for the entire year.
| 2018 | 2017 | |
|---|---|---|
| EUR million | Income statement Shareholders' equity |
Income statement Shareholders' equity |
| Change in interest rate level +/- 1% | +0.5/–2.1 | +/- 1.8 |
Most of Elisa Group's cash flows are denominated in euros, which means that the company's exposure to exchange rate risk (economic risk and transaction risk) is low. Exchange rate risks associated with business arise from international interconnection traffic and, to a minor extent, acquisitions. In addition to Euro (EUR), the most essential currencies are the US dollar (USD), the British pound (GBP), the International Monetary Fund's Special Drawing Rights (SDR), the Russian rouble (RUB), the Norwegian Krone (NOK) and the Swedish Krona (SEK);. The impact of other currencies is insignificant. No exchange rate hedging was used during the reporting period. The company's financial liabilities do not involve exchange rate risk.
The translation difference exposure for foreign subsidiaries included in consolidated equity is minor. The translation difference exposure has not been hedged during the reporting period.
| EUR million | Trade receivables | Trade payables |
|---|---|---|
| USD | 1.6 | 6.5 |
| GBP | 0.0 | 0.3 |
| SDR | 0.8 | 0.8 |
| RUB | 0.1 | 0.0 |
| NOK | 0.1 | 0.0 |
| SEK | 0.0 | 0.1 |
| EUR million | Trade receivables | Trade payables |
|---|---|---|
| USD | 1.2 | 7.4 |
| GBP | 0.2 | 0.1 |
| SDR | 0.6 | 0.8 |
| RUB | 0.0 | |
| NOK | 0.3 | 0.0 |
| SEK | 0.0 | 0.1 |
A change of twenty percentage points in USD would impact consolidated profit before tax by EUR +/- 1.6 (+/- 1.2) million, EUR +/- 0.6 (+/- 0.0) million for GBP, EUR +/- 0.3 (+/- 0.0) million for SDR, EUR +/- 0.0 (+/- 0.0) million for RUB, EUR +/- 0.0 (+/-0.1) million for NOK and EUR +/- 0.0 (+/-0.0) million for SEK.
THE REPORT OF THE BOARD OF DIRECTORS SHARES AND SHAREHOLDERS BOARD'S PROPOSAL FOR DISTRIBUTION OF PROFITS PARENT COMPANY FINANCIAL STATEMENTS AUDITOR'S REPORT CONSOLIDATED FINANCIAL STATEMENTS
The objective of liquidity risk management is to ensure the Group's financing under all circumstances. The Group's most important financing arrangement is an EMTN programme of EUR 1,500 million, under which the Company issued bonds for EUR 780.0 million. Furthermore, the Company has a EUR 350 million commercial paper programme and committed credit limit of EUR 300 million, out of which EUR 170 million will fall due on 7 July 2022 and EUR 130 million credit limit will fall due on 11 June 2021. Both credits were fully undrawn on 31 December 2018. The loan margin is determined based on the Company's credit rating. On 12 December 2018, the Company signed a EUR 100 million loan agreement with the Nordic Investment Bank. The loan was withdrawn on 14 December 2018.
As part of ensuring its financing, Elisa has acquired international credit ratings. Moody's Investor Services have rated Elisa's long-term commitments as Baa2 (outlook stable). Standard & Poor's has rated the company's long-term commitments as BBB+ (outlook stable) and short-term commitments as A-2.
| Cash and undrawn committed limits | ||
|---|---|---|
| EUR million | 2018 | 2017 |
| Cash and cash equivalents | 80.9 | 44.3 |
| Credit limits | 300.0 | 300.0 |
| 380.9 | 344.3 |
On 31 December 2018, cash and cash equivalents, as well as undrawn committed credit limits less commercial papers issued by Elisa, were EUR 273.9 (229.3) million.
Contract-based cash flows for financial liabilities are presented under Note 7.3.2.
Financial instruments contain an element of risk of the respective parties failing to fulfil their obligations. Liquid assets are invested within confirmed limits in investment targets with good credit ratings. Investments and the limits specified for them are reviewed annually or more often, if necessary. Derivative contracts are only signed with the Finnish and foreign banks with good credit ratings.
The business units are liable for credit risk associated with trade receivables. The units have written credit policies that are mainly consistent with uniform principles. The credit ratings of new customers are always reviewed from external sources when selling products or services invoiced in arrears. In case of additional sales to existing customers, creditworthiness is reviewed on the basis of the company's own accounts. The Group may also collect advance or guarantee payments in accordance with its credit policy.
Credit risk concentrations in trade receivables are minor, as the Group's customer base is wide; the ten largest customers represent approximately 6 per cent of customer invoicing. EUR 9.1 (6.6) million of uncertain receivables have been deducted from consolidated trade receivables. The Group's previous experience in the collection of trade receivables corresponds to the recognised impairment. Furthermore, the Group regularly sells the trade receivables of defined customer groups. Based on these facts, the management is confident that the Group's trade receivables do not involve any substantial credit risk. The maximum credit risk as of 31 December 2018 is the value of trade receivables — EUR 340.4 million. The aging of trade receivables is described in Note 6.2.1.
Elisa hedges electricity purchases with physical purchase agreements and derivatives. The electricity price risk is assessed for a five-year period. Hedge accounting is applied to contracts hedging future purchases. The effective portion of derivatives that qualify for hedge accounting is recognised in the revaluation reserve of equity and the ineffective portion is recognised in the income statement under other operative income or expenses. The change in the revaluation reserve, recognised in equity, is presented in the statement of comprehensive income under cash flow hedge.
At the end of the year, the ineffective portion of hedge accounting was EUR 0.0 (0.1) million.
| The hedging rate for purchases in the following years,% | 2018 | 2017 |
|---|---|---|
| 0-1 years | 88.5 | 81.3 |
| 1-2 years | 54.3 | 41.8 |
| 2-3 years | 0.0 | 0.0 |
| 3-4 years | 0.0 | 0.0 |
| 4-5 years | 0.0 | 0.0 |
If the market price of electricity derivatives changes by +/- 10 per cent from the balance sheet date (31 December 2018), it would contribute EUR +/- 0.1 (0.2) million to equity. The impact has been calculated before tax.
Elisa's capital consists of equity and liabilities. To develop its business, Elisa may carry out expansion investments and acquisitions that may be financed through equity or liabilities, directly or indirectly.
The target for the company's equity ratio is over 35 per cent and comparable net debt / EBITDA 1.5 to 2.0.
The company's distribution of profit to shareholders consists of dividends, capital repayment and purchase of treasury shares. Effective profit distribution is 80 per cent to 100 per cent of profit for the period. Furthermore, additional profit distribution to the shareholders may occur. When proposing or deciding on the distribution, the Board takes into account the company's financial position, future financing needs, and the set financial objectives.
| Capital structure and key indicators | ||
|---|---|---|
| EUR million | 2018 | 2017 |
| Interest-bearing net debt | 1,067.8 | 1,073.1 |
| B/S Total equity | 1,126.9 | 1,039.7 |
| Total capital | 2,194.7 | 2,112.9 |
| Gearing ratio, % | 94.8 | 103.2 |
| Net debt / EBITDA | 1.7 | 1.8 |
| Equity ratio, % | 42.4 | 40.5 |
With regard to capital financing, the company's objective is to maintain sufficient flexibility for the Board of Directors to issue shares. The Annual General Meeting decides the amount of the share issue authorisation. In 2018, the authorisation has been used in executing share-based incentive plans.
| Shareholders' equity | 2018 | 2017 |
|---|---|---|
| Treasury shares, 1,000 | 7,612 | 7,801 |
| Share issue authorisation, 1,000 | 14,998 | 14,863 |
On 31 December 2018, the maximum amount of the share issue authorisation at the share closing price was EUR 541.1 (486.3) million.
With regard to capital financing, the company maintains loan programmes and credit arrangements that allow quick issuance. The arrangements are committed and non-committed, and allow issuances for different maturities.
| Debt capital | 2018 | 2017 |
|---|---|---|
| Commercial paper programme (non-committed) (1 | 243.0 | 235.0 |
| Revolving credits (committed) (2 | 300.0 | 300.0 |
| EMTN programme (non-committed) (3 | 720.0 | 220.0 |
| Total, EUR million | 1,263.0 | 755.0 |
On the closing date, the share issue authorisation as well as committed and non-committed credit arrangements totalled to EUR 1,804.1 ( 1,241.3) million.
1) The commercial paper programme amounted to EUR 350 million, of which EUR 107.0 million was in use on 31 December 2018.
2) Elisa has two committed revolving credit facilities of EUR 300 million in total. Both credits were undrawn on 31 December 2018
3) Elisa has a European Medium Term Note programme (EMTN) for a total of EUR 1,500 million. EUR 780.0 million was in use on 31 December 2018. The programme was updated on 14 August 2018, and it is valid for one year as of the update.
| Number of | |||
|---|---|---|---|
| Share capital and treasury shares EUR million |
shares (thousands) |
Share capital |
Treasury shares |
| 1 Jan. 2017 | 167,335 | 83.0 | –142.9 |
| Disposal of treasury shares | 2.7 | ||
| B/S 31 Dec. 2017 | 167,335 | 83.0 | –140.2 |
| Disposal of treasury shares | 4.6 | ||
| B/S 31 Dec. 2018 | 167,335 | 83.0 | –135.6 |
At the end of the reporting period, the company's paid-in share capital registered in the Trade Register was EUR 83,033,008 (83,033,008).
According to its Articles of Association, Elisa Corporation has only one series of shares, each share entitling to one vote. In accordance with the Articles of Association, the maximum number of shares is 1,000 (1,000) million shares. All issued shares have been paid for. Shares do not have a nominal value.
Treasury shares include the acquisition cost of treasury shares, held by the Group, and they are deducted from shareholder's equity in the consolidated financial statements.
| Treasury shares | Shares pcs |
Accounting counter-value EUR |
Holding,% of shares and votes |
|---|---|---|---|
| Treasury shares held by the Group at 1 Jan. 2017 | 7,715,129 | 3,828,309 | 4.61 |
| Disposal of treasury shares | –135,626 | ||
| Transfer from unallocated account | 221,894 | ||
| Treasury shares held by the Group at 31 Dec. 2017 | 7,801,397 | 3,871,116 | 4.66 |
| Disposal of treasury shares | –230,843 | ||
| Transfer from unallocated account | 41,267 | ||
| Treasury shares held by the Group at 31 Dec. 2018 | 7,611,821 | 3,777,047 | 4.55 |
The Annual General Meeting has proposed a total dividend of EUR 1.75 per share to be paid for the 2018 result. A dividend of EUR 1.65 per share was paid for the 2017 result.
| Other reserves | Reserve for invested non-restricted |
Contingency | Fair value |
Other | |
|---|---|---|---|---|---|
| EUR million | equity | reserve | reserve | reserves | Total |
| 1 Jan. 2017 | 90.9 | 3.4 | 21.3 | 381.0 | 496.6 |
| Other investments | –34.7 | –34.7 | |||
| Remeasurements of the net defined benefit liability | 0.3 | 0.3 | |||
| Cash flow hedge | 0.3 | 0.3 | |||
| B/S 31 Dec. 2017 | 90.9 | 3.4 | –12.8 | 381.0 | 462.5 |
| Remeasurements of the net defined benefit liability | 0.7 | 0.7 | |||
| Cash flow hedge | 0.5 | 0.5 | |||
| B/S 31 Dec. 2018 | 90.9 | 3.4 | –11.6 | 381.0 | 463.7 |
The reserve for invested non-restricted equity includes the proportion of share subscription prices that was not recognised as share capital in accordance with the share issue terms.
A EUR 3.4 million contingency reserve includes the amount transferred from distributable equity under the Articles of Association or by General Meeting decision. The fair value reserve of EUR -11.6 million includes changes in the fair value of other investments, the remeasurements of the net defined benefit liability and the effective portion of the changes in the fair values of derivatives designated as cash flow hedges. The other reserves of EUR 381.0 million were formed through equity issues in business acquisitions.
| EUR million | 2018 | 2017 |
|---|---|---|
| Financial income | ||
| Dividend income from other investments | 0.1 | 0.1 |
| Interest and financial income from loans and other receivables | 2.0 | 3.8 |
| Gains on disposal of investments (1 | 0.0 | 44.8 |
| Other financial income | 0.2 | 0.4 |
| I/S | 2.4 | 49.1 |
| Financial expenses | ||
| Interest expenses on financial liabilities measured at amortised cost | –23.2 | –21.9 |
| Other financial expenses on financial liabilities measured at amortised cost | –1.3 | –1.5 |
| Loss on disposal of investments | 0.0 | 0.0 |
| Other interest expenses | –0.1 | –0.1 |
| Other financial expenses | –0.4 | –0.3 |
| I/S | –25.0 | –23.9 |
1) The comparison year includes the gain from the sale of Comptel Oyj shares for EUR 44.3 million.
Foreign exchange rate gains and losses have been recognised using the effective interest rate method, and the dividend income, when the right to dividend is incurred.
Currency exchange rate gains and losses were recognised in accordance with their nature either in materials and services or in financial income and expenses. Foreign exchange rate gains and losses included in EBIT were not material.
| 2018 | 2017 | |||
|---|---|---|---|---|
| Balance sheet | Balance sheet | |||
| EUR million | values | Fair values | values | Fair values |
| Non-current | ||||
| Bonds (1 | 589.4 | 613.1 | 767.3 | 807.2 |
| Bank loans | 250.0 | 250.0 | 150.1 | 150.1 |
| Finance lease liabilities | 21.8 | 21.8 | 22.2 | 22.2 |
| B/S | 861.3 | 884.9 | 939.6 | 979.5 |
| Current | ||||
| Bonds (1 | 177.5 | 183.1 | ||
| Bank loans | 0.0 | 0.0 | 59.2 | 59.2 |
| Finance lease liabilities | 2.9 | 2.9 | 3.7 | 3.7 |
| Commercial paper | 107.0 | 107.0 | 115.0 | 115.0 |
| B/S | 287.4 | 293.0 | 177.8 | 177.8 |
| 1,148.7 | 1,177.9 | 1,117.4 | 1,157.3 |
Interest-bearing liabilities include a total of EUR 24.7 (25.9) million of secured liabilities (finance lease liabilities). In practice, the finance lease liabilities are secured liabilities, as the rights to the leased property will revert to the lessor, if the payments are neglected.
All financial liabilities are denominated in euros. Financial liabilities are measured at amortised cost. The fair values of financial liabilities are based on quoted market prices, or are calculated by discounting the related cash flows using market interest rate, valid on the balance sheet date.
The average maturity of non-current liabilities was 3.6 (4.3) years and the effective average interest rate was 1.6 (1.8) per cent.
1) The adjustment effect of the adoption of IFRS 9, Financial Instruments, on opening balance of bonds was EUR -5.8 million, on retained earnings EUR 4.6 million and on deferred tax liabilities EUR 1.2 million. According to the previously applicable standard, IAS 39, the difference between the cash flows was accrued for the residual maturity of the debt by redefining the effective interest rate.
| 2018 EUR million |
2019 | 2020 | 2021 | 2022 | 2023 | 2024– | Total |
|---|---|---|---|---|---|---|---|
| Bonds | 194 | 10 | 310 | 2 | 2 | 302 | 824 |
| 9 | 9 | 9 | 6 | 6 | 6 | 5 | |
| Financial costs | 14 | 10 | 10 | 2 | 2 | 2 | 44 |
| 9 | 9 | 9 | 6 | 6 | 6 | 5 | |
| Repayments | 180 0 |
300 0 |
300 0 |
780 0 |
|||
| Bank loans | 0 | 0 | 0 | 0 | 150 | 101 | 255 |
| 9 | 9 | 8 | 8 | 8 | 0 | 3 | |
| Financial costs | 0 | 0 | 0 | 0 | 0 | 1 | 5 |
| 8 | 8 | 8 | 8 | 8 | 0 | 2 | |
| Repayments | 0 0 |
0 0 |
150 0 |
100 0 |
250 1 |
||
| Commercial paper | 107 0 |
107 0 |
|||||
| Financial costs | 0 2 |
0 2 |
|||||
| Repayments | 106 8 |
106 8 |
|||||
| Finance lease liabilities | 4 | 3 | 2 | 2 | 2 | 47 | 63 |
| 6 | 8 | 8 | 4 | 4 | 0 | 0 | |
| Financial costs | 1 | 1 | 1 | 1 | 1 | 30 | 38 |
| 8 | 7 | 6 | 6 | 5 | 1 | 3 | |
| Repayments | 2 | 2 | 1 | 0 | 0 | 16 | 24 |
| 9 | 1 | 2 | 9 | 9 | 9 | 7 | |
| Electricity derivatives | –0 4 |
–0 4 |
|||||
| Expected payments | –0 4 |
–0 4 |
|||||
| Trade payables | 162 5 |
162 5 |
|||||
| Total | 469 | 15 | 314 | 5 | 155 | 450 | 1,411 |
| 5 | 5 | 5 | 9 | 8 | 7 | 8 | |
| Financial costs | 17 | 13 | 13 | 5 | 4 | 33 | 87 |
| 3 | 4 | 3 | 0 | 9 | 8 | 8 | |
| Repayments | 452 | 2 | 301 | 0 | 150 | 416 | 1,324 |
| 2 | 1 | 2 | 9 | 9 | 9 | 1 | |
| 2017 EUR million |
2018 | 2019 | 2020 | 2021 | 2022 | 2023– | Total |
|---|---|---|---|---|---|---|---|
| Bonds | 14.9 | 194.9 | 10.9 | 310.9 | 2.6 | 305.3 | 839.5 |
| Financial costs | 14.9 | 14.9 | 10.9 | 10.9 | 2.6 | 5.3 | 59.5 |
| Repayments | 180.0 | 300.0 | 300.0 | 780.0 | |||
| Bank loans | 60.2 | 0.7 | 0.7 | 0.6 | 0.6 | 150.6 | 213.4 |
| Financial costs | 1.0 | 0.6 | 0.6 | 0.6 | 0.6 | 0.6 | 4.2 |
| Repayments | 59.2 | 0.0 | 0.0 | 150.0 | 209.2 | ||
| Commercial paper | 115.0 | 115.0 | |||||
| Financial costs | 0.2 | 0.2 | |||||
| Repayments | 114.8 | 114.8 | |||||
| Finance lease liabilities | 5.5 | 4.7 | 3.7 | 2.3 | 1.6 | 47.7 | 65.5 |
| Financial costs | 1.9 | 1.7 | 1.6 | 1.5 | 1.4 | 31.5 | 39.6 |
| Repayments | 3.7 | 3.0 | 2.1 | 0.8 | 0.1 | 16.2 | 25.9 |
| Electricity derivatives | 0.0 | 0.1 | 0.2 | ||||
| Expected payments | 0.0 | 0.1 | 0.2 | ||||
| Trade payables | 193.6 | 193.6 | |||||
| Total | 389.2 | 200.4 | 15.3 | 313.7 | 4.8 | 503.6 | 1,427.0 |
| Financial costs | 18.0 | 17.4 | 13.1 | 13.0 | 4.7 | 37.4 | 103.6 |
| Repayments | 371.2 | 183.0 | 2.2 | 300.8 | 0.1 | 466.2 | 1,323.5 |
Future financial costs of variable-rate financial liabilities as well as interest rate and currency swaps have been calculated at the interest rate prevailing on the period end date.
The company has EUR 300 million in credit facilities, of which EUR 170 million matures in 2022 and EUR 130 million in 2021. Both credits were undrawn on 31 December 2018.
In the framework of its bond programme, the parent company has issued the following bonds:
| 31 Dec. 2018 | ||||||
|---|---|---|---|---|---|---|
| Fair value EUR million |
Balance sheet value EUR million |
Nominal value EUR million |
Nominal interest rate, % |
Effective interest rate, % |
Maturity date |
|
| EMTN programme 2001 / EUR 1,000 million | ||||||
| I/2012 | 183.1 | 177.5 | 180.0 | 2.250 | 2.403 | 4.10.2019 |
| I/2013 | 314.6 | 299.5 | 300.0 | 2.750 | 2.785 | 22.1.2021 |
| I/2017 | 298.5 | 289.9 | 300.0 | 0.875 | 1.032 | 17.3.2024 |
| 796.1 | 767.0 | 780.0 |
The fair value of bonds is based on market quotes.
–maturity of minimum lease payments
| EUR million | 2018 | 2017 |
|---|---|---|
| Not later than one year | 4.6 | 5.5 |
| Later than one year, but not later than five years | 12.2 | 12.2 |
| Later than five years | 46.1 | 47.7 |
| 63.0 | 65.5 | |
| Future financial charges | –38.3 | –39.6 |
| Present value of finance lease liabilities | 24.7 | 25.9 |
| EUR million | 2018 | 2017 |
|---|---|---|
| Not later than one year | 2.9 | 3.7 |
| Later than one year, but not later than five years | 5.0 | 6.0 |
| Later than five years | 16.9 | 16.2 |
| 24.7 | 25.9 |
| EUR million | 2018 | 2017 |
|---|---|---|
| Cash assets | 80.9 | 44.3 |
| B/S | 80.9 | 44.3 |
Cash and cash equivalents consist of cash, short-term bank deposits and other highly liquid short-term investments with a maximum maturity of three months.
| EUR million | 2018 | 2017 |
|---|---|---|
| Unlisted equity investments | 9.6 | 7.8 |
| B/S | 9.6 | 7.8 |
Carrying amounts of financial assets and liabilities by category
| Financial liabilities |
Financial assets/liabilities |
Financial assets/liabilities |
||||
|---|---|---|---|---|---|---|
| 2018 EUR million |
measured at fair value through profit or loss |
measured at fair value through other comprehensive income |
measured at amortised cost |
Book values |
Fair values |
Note |
| Non-current financial assets | ||||||
| Other investments (1 | 9.6 | 9.6 | 9.6 | 7.3.3 | ||
| Trade and other receivables | 0.4 | 93.4 | 93.8 | 93.8 | 6.2.2 | |
| Current financial assets | ||||||
| Trade and other receivables | 416.6 | 416.6 | 416.6 | 6.2.1 | ||
| 0.4 | 519.6 | 520.0 | 520.0 | |||
| Non-current financial liabilities | ||||||
| Financial liabilities | 861.3 | 861.3 | 884.9 | 7.3.2 | ||
| Trade and other payables (2 | 31.4 | 31.4 | 31.4 | 6.3 | ||
| Current financial liabilities | ||||||
| Financial liabilities | 287.4 | 287.4 | 293.0 | 7.3.2 | ||
| Trade and other payables (2 | 1.6 | 302.0 | 303.5 | 303.5 | 6.3 | |
| 1.6 | 1,482.1 | 1,483.6 | 1,512.8 |
1) Other investments contains the Group's unlisted equity investments.
2) Excluding advances received .
| 2017 EUR million |
Financial liabilities measured at fair value through profit or loss |
Financial assets/liabilities measured at fair value through other comprehensive income |
Financial assets/liabilities measured at amortised cost |
Book values |
Fair values |
Note |
|---|---|---|---|---|---|---|
| Non-current financial assets | ||||||
| Other investments (1 | 7.8 | 7.8 | 7.8 | 7.3.3 | ||
| Trade and other receivables | 83.7 | 83.7 | 83.7 | 6.2.2 | ||
| Current financial assets | ||||||
| Trade and other receivables | 407.6 | 407.6 | 407.6 | 6.2.1 | ||
| 499.1 | 499.1 | 499.1 | ||||
| Non-current financial liabilities | ||||||
| Financial liabilities | 939.6 | 939.6 | 979.5 | 7.3.2 | ||
| Trade and other payables (2 | 0.2 | 19.8 | 20.1 | 20.1 | 6.3 | |
| Current financial liabilities | ||||||
| Financial liabilities | 177.8 | 177.8 | 177.8 | 7.3.2 | ||
| Trade and other payables (2 | 343.5 | 343.5 | 343.5 | 6.3 | ||
| 0.2 | 1,480.8 | 1,481.0 | 1,520.9 |
1) Other investments contains the Group's unlisted equity investments
2) Excluding advances received
The fair values of financial asset and liability items are presented in detail under the specified note number.
| EUR million | 2018 | Level 1 | Level 2 | Level 3 |
|---|---|---|---|---|
| Financial assets and liabilities measured at fair value through other comprehensive income | ||||
| Electricity derivatives | 0.4 | 0.4 | ||
| Financial assets and liabilities measured at fair value through profit or loss | ||||
| Contingent considerations in business combinations | –1.6 | –1.6 | ||
| –1.2 | 0.4 | –1.6 | ||
| EUR million | 2017 | Level 1 | Level 2 | Level 3 |
| Financial assets and liabilities measured at fair value through other comprehensive income | ||||
| Electricity derivatives | –0.2 | –0.2 | ||
| –0.2 | –0.2 |
Items measured at the fair value are categorised using a the three-level value hierarchy. Level 1 includes instruments, with quoted prices in active markets. Listed shares owned by the Group are categorised at Level 1. Level 2 includes instruments with observable prices based on market data. The Group's electricity derivatives are categorised at Level 2. Level 3 includes instruments with prices that are not based on observable market data, but instead, on the company's internal information, for example. Contingent considerations, relating to business combinations, are categorised at Level 3.
| EUR million | 2018 | 2017 |
|---|---|---|
| At the beginning of the period | 0.0 | 1.2 |
| Increase of contingent consideration | 1.6 | |
| Payment of contingent consideration | –1.1 | |
| Reversal of contingent consideration | –0.1 | |
| Translation differences | 0.0 | |
| At the end of the period | 1.6 | 0.0 |
Changes in fair value of contingent considerations are recognised in other operating expenses.
According to the the management's estimation for the financial instruments valued at Level 3, replacing one or more of the pieces of fair value measurement data with a possible alternative assumption would not significantly change the fair value of the items within Level 3, considering the small total amount of underlying liabilities.
Purchases and sales of financial assets are recognised on the settlement date. The Group derecognises financial assets when its contractual rights to the cash flows from the financial asset expire or when it has transferred substantially all the risks and rewards to an external party.
Equity investments, excluding investments in associated companies and mutual real estate companies, are classified as other investments, and are generally measured at fair value. Investments in unlisted companies are recorded at original acquisition cost less any impairment. Such investments are measured at fair value either on the basis of the value of comparable companies, the discounted cash flow method or available market rates. Equity investments in the shares of listed companies are measured at fair value and are included in non-current assets.
Financial liabilities are initially recognised at fair value equalling the net proceeds received. Subsequently, financial liabilities are measured at amortised cost using the effective interest method. Directly attributable transaction costs are included in the original cost of financial liabilities. Financial liabilities are recorded in non-current and current liabilities, and they may be non-interest-bearing or interest-bearing.
In cases where the terms of the financial liability measured at amortised cost are amended in a way that the change does not result in derecognition of the liability from the balance sheet, the Group must recognise the profit or loss in the income statement. It is calculated as the difference between the original contractual cash flows and the cash equivalents, discounted at the original effective interest rate of amended agreements.
On 1 January 2018, the Group introduced new rules for recognising bond liabilities in accordance with the requirements IFRS 9. The adjustment effect on the opening balances, related to the adoption of IFRS 9 on bond liabilities was EUR -5.8 million, on retained earnings EUR 4.6 million and on deferred tax liabilities EUR 1.2 million.
The Group has primarily leased under finance lease arrangements telecom facilities, telecom connections, workstations and network terminal devices, as well as servers. The contractual terms vary in terms of purchase options/redemption clauses, index clauses and lease periods.
Leases of tangible assests where the Group carries a significant part of the risks and benefits from ownership are classified as finance lease arrangements. Assets leased under finance leases are recognised in the statement of financial position at the beginning of the lease period at the fair value of the leased asset or the present value of future minimum lease payments, whichever is lower. Assets leased under finance leases are depreciated over the useful lives, or over the lease period, whichever is shorter. The lease payments are apportioned between finance costs and the amortisation of lease liability over the lease period in a manner that retains the periodical interest rate on the remaining liability balance constant. The associated lease payment obligations are recognised in interest-bearing liabilities.
On 1 January 2019, the Group will adopt IFRS 16, Leases. Please refer for details to Note 1.3, Applied new and revised standards.
After the implementation of IFRS 9, the Group's financial assets and liabilities are classified as financial assets and liabilities measured at amortised cost, financial assets and liabilities measured at fair value through other comprehensive income, and financial assets and liabilities measured at fair value through profit or loss. Financial assets and liabilities measured at amortised cost include fixed-term contracts the cash flow of which include payments of principal and interest on the principal amount outstanding. Financial asset and liabilities measured at fair value through other comprehensive income include those financial items that are expected both to collect contractual cash flows and to sell financial assets. Financial assets and liabilities measured at fair value through profit or loss include items that do not meet the criteria of the other groups.
The Group categorises electricity derivatives that qualify for hedge accounting as financial assets or liabilities measured at fair value through other comprehensive income. Contingent considerations in the business combinations and listed equity investments are recognised as financial assets or liabilities measured at fair value through profit or loss.
The adjustment effect related to the implementation of the IFRS 9 standard was recorded in retained earnings. The Group has restated the comparative figures for 2017.
| 2018 | 2017 | |||||||
|---|---|---|---|---|---|---|---|---|
| Period of validity | Period of validity | |||||||
| EUR million | Less than 1 year | 1-5 years | Over 5 years | Less than 1 year | 1-5 years | Over 5 years | ||
| Electricity derivatives | 2.5 | 1.4 | 1.0 |
| 2018 | 2017 | |||||
|---|---|---|---|---|---|---|
| Positive | Negative | Positive | Negative | |||
| EUR million | fair value | fair value | Total | fair value | fair value | Total |
| Electricity derivatives | 0.4 | 0.4 | –0.2 | –0.2 |
The fair value of derivative instruments is determined using quoted prices in active markets, the rates, derived from the prevailing market rates for identical assets or liabilities or the cash flow discounting method. The Group recognises the derivative instruments at the fair value hierarchy Level 2. Please see Note 7.3.4.
The Group adopted the IFRS 9 hedge accounting requirements on 1 January 2018. The change had no impact on the consolidated financial statements.
Derivatives are recognised at fair value as financial assets or liabilities on the date of acquisition. Gains and losses arising from the fair value remeasurements are recognised in accordance with the nature of derivative contracts. Outstanding derivatives that do not qualify for hedge accounting are measured at the end of the reporting period at fair value and fair value changes are immediately recognised in financial items on the income statement. The fair value of derivatives is expected to approximate the quoted market prices or, if the quoted market prices are not available, the value is estimated using commonly used valuation methods.
The Group applies hedge accounting for electricity price risk and treats electricity derivative contracts as cash flow hedges. The change in fair value of effective portion of derivatives that qualify for hedge accounting is recognised in other comprehensive income and presented in the equity hedge revaluation reserve (as a part of "Other reserves"). Gains or losses on derivative instruments accumulated in equity are expensed when any hedged item affects profit or loss. The ineffective portion is recognised in other operative income and expenses on the income statement. The hedge accounting is discontinued when the hedge contract is expired, sold, terminated or completed. Any cumulative gain or loss arising from the hedge instrument remains in equity until the expected transaction is realised.
8.1.1 Income taxes
| EUR million | 2018 | 2017 |
|---|---|---|
| Taxes for the period | –66.5 | –64.4 |
| Taxes for previous periods | 0.0 | –0.1 |
| Deferred taxes | 1.5 | –2.1 |
| I/S | –65.0 | –66.5 |
| Income taxes recognised directly in comprehensive income: | 2018 | 2017 | ||||
|---|---|---|---|---|---|---|
| Before | Tax | After | Before | Tax | After | |
| EUR million | taxes | effect | taxes | taxes | effect | taxes |
| Remeasurements of the net defined benefit liability | 0.9 | –0.2 | 0.7 | 0.4 | –0.1 | 0.3 |
| Cash flow hedge | 0.6 | –0.1 | 0.5 | 0.4 | –0.1 | 0.3 |
| 1.5 | –0.3 | 1.2 | 0.8 | –0.2 | 0.7 |
The changes in fair value of other investments recognised in other comprehensive income do not include taxes as the Group's holdings in the company have been over 10 per cent. Translation differences do not include a tax effect.
Reconciliation of the tax expense on income statement and taxes calculated at the Group's domestic statutory tax rate 20 (20):
| EUR million | 2018 | 2017 |
|---|---|---|
| I/S Profit before tax | 381.0 | 403.2 |
| Tax according to the domestic tax rate | –76.2 | –80.6 |
| Tax effects of the following: | ||
| Tax-free income | 0.7 | 9.3 |
| Non-deductible expenses | –0.3 | –2.0 |
| Tax effect related to foreign subsidiaries | 6.6 | 5.9 |
| Tax losses, for which no deferred tax asset was recognised | 0.0 | –0.2 |
| Usage of tax losses, for which no deferred tax was recognised | 3.5 | 0.8 |
| Taxes for previous periods | 0.0 | –0.1 |
| Other items | 0.8 | 0.3 |
| I/S Taxes on the income statement |
–65.0 | –66.5 |
| Effective tax rate, % | 17.1 | 16.5 |
The taxes recognised on the income statement include current and deferred taxes. Income taxes for the financial year are calculated on the net profit for the period at the current tax rate and are adjusted by prior period taxes.
Deferred taxes are calculated from all temporary differences arising between tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Please refer to the next Note 8.1.2 for details.
The change in deferred tax assets and liabilities during 2018
| Deferred tax assets | Recognised on the | Recognised in consolidated statement of comprehensive |
||
|---|---|---|---|---|
| EUR million | 1 Jan. 2018 | income statement | income | 31 Dec. 2018 |
| Provisions | 1.8 | –0.7 | 1.0 | |
| Tax losses carry-forward | 0.9 | –0.9 | 0.0 | |
| Finance lease agreements | 1.1 | 0.2 | 1.3 | |
| Internal margins | 3.0 | –0.3 | 2.7 | |
| Share-based incentive plans | 5.7 | 1.4 | 7.0 | |
| Pension obligations | 3.6 | 0.0 | -0.2 | 3.4 |
| Customer contracts | 0.1 | –0.1 | 0.0 | |
| Impairment of trade receivables | 0.2 | –0.2 | 0.0 | |
| Other temporary differences | 0.9 | 0.2 | –0.1 | 1.1 |
| B/S | 17.2 | –0.3 | –0.3 | 16.5 |
| Deferred tax liabilities | Recognised on the | Business | ||
|---|---|---|---|---|
| EUR million | 1 Jan. 2018 | income statement | combinations | 31 Dec. 2018 |
| Fair value measurement of tangible and intangible assets in business combination | 2.0 | –0.7 | 0.8 | 2.1 |
| Accumulated depreciation differences | 19.8 | –1.2 | 18.6 | |
| Finance lease agreements | 0.5 | 0.1 | 0.6 | |
| Customer contracts | 2.0 | –0.1 | 1.9 | |
| Bond valuations according to IFRS 9 requirements | 1.2 | –0.4 | 0.8 | |
| Other temporary differences | 1.3 | 0.5 | 1.8 | |
| B/S | 26.7 | –1.9 | 0.8 | 25.7 |
Deferred income tax assets recognised for tax losses carried forward to the extent that realisation of the related tax benefit through future profits is probable. No deferred tax assets were recorded on 31 December 2018 (EUR 0.9 million, 31 December 2017). On 31 December 2018, the Group had EUR 7.7 (26.3) million of unused tax losses for which no tax assets have been recognised. These losses will expire during period 2023–2027.
On 1 January 2018, the adjustment effect on the opening balance related to the adoption of IFRS 15 was EUR 0.1 million on deferred tax assets and EUR 2.0 million on deferred tax liabilities. The changes relate to the timing differences arising from the revenue and costs from the contracts with the customers. During the financial year, taxes of EUR 0.0 million were recognised in profit and loss.
On 1 January 2018 the adjustment effect on the opening balance related to the adoption of IFRS 9 was EUR 0.2 million on deferred tax assets and EUR 1.2 million on deferred tax liabilities. The changes in deferred tax assets relate to a new calculation method for the impairment of trade receivables. The changes in deferred tax liabilities relate to a change in the measurement principles of financial liabilities. During the financial year, taxes of EUR 0.2 million were recognised in profit and loss.
| Deferred tax assets | Recognised on the | Recognised in consolidated statement of comprehensive |
||
|---|---|---|---|---|
| EUR million | 1 Jan. 2017 | income statement | income | 31 Dec. 2017 |
| Provisions | 1.3 | 0.4 | 1.8 | |
| Tax losses carry-forward | 3.9 | –3.0 | 0.9 | |
| Finance lease agreements | 6.6 | –5.5 | 1.1 | |
| Internal margins | 3.3 | –0.3 | 3.0 | |
| Share-based incentive plans | 3.6 | 2.1 | 5.7 | |
| Fair value measurement of tangible and intangible assets in business combinations | 1.4 | –1.4 | 0.0 | |
| Pension obligations | 3.7 | 0.0 | –0.1 | 3.6 |
| Other temporary differences | 1.0 | 0.0 | –0.1 | 0.9 |
| B/S | 24.6 | –7.6 | –0.2 | 16.9 |
| Deferred tax liabilities EUR million |
1 Jan. 2017 | Recognised on income statement |
Business combinations |
31 Dec. 2017 |
|---|---|---|---|---|
| Fair value measurement of tangible and intangible assets in business combinations | 2.1 | –0.7 | 0.6 | 2.0 |
| Accumulated depreciation differences | 19.9 | –0.1 | 19.8 | |
| Finance lease agreements | 5.1 | –4.7 | 0.5 | |
| Other temporary differences | 1.3 | 0.0 | 1.3 | |
| B/S | 28.5 | –5.5 | 0.6 | 23.5 |
Deferred taxes are calculated from all temporary differences arising between tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. The principal temporary difference arises from depreciation differences. Deferred tax is not recognised on goodwill impairment, which is not deductible for tax purposes. No deferred tax is recognised on valuation differences of shares for which the capital gain would be tax-deductible.
Deferred income tax assets are recognised only to the extent that it is probable that they can be utilised against future taxable income. Deferred tax liabilities are recognised on the balance sheet in total with the exception of Estonian subsidiaries, where no tax liability has been recognised for the untaxed retained earnings EUR 216.2 million, as no profit distribution decision or plans for profit distribution exist for the time being.
Deferred tax liabilities and assets are not offset.
Particularly at the end of each financial period, the Group assesses the probability of subsidiaries generating taxable income against which unused tax losses can be utilised. The appropriateness for recognising other deferred tax assets is also determined at the end of each financial period. Changes in the estimates may lead to the recognition of significant tax expenses. On 31 December 2018, the Group had EUR 16.5 million of deferred tax receivables.
| Termination | |||
|---|---|---|---|
| EUR million | benefits | Other | Total |
| 1 Jan. 2017 | 4.3 | 2.1 | 6.4 |
| Increases in provisions | 8.5 | 8.5 | |
| Reversals of unused provisions | –1.5 | –1.5 | |
| Utilised provisions | –4.3 | –0.4 | –4.7 |
| 31 Dec. 2017 | 7.0 | 1.7 | 8.7 |
| Increases in provisions | 5.6 | 5.6 | |
| Reversals of unused provisions | –4.2 | –4.2 | |
| Utilised provisions | –4.9 | –4.9 | |
| 31 Dec. 2018 | 3.4 | 1.7 | 5.0 |
| EUR million | 2018 | 2017 | |
| B/S Long-term provisions | 2.3 | 2.5 | |
| B/S Short-term provisions | 2.7 | 6.2 | |
| 5.0 | 8.7 |
As a part of the Group's rationalisation Elisa has carried out statutory employee negotiations leading to personnel reductions in 2018. The restructuring provision includes provisions for both unemployment pensions and other expenses due to redundancies. The provisions associated with redundancies will be realised in 2019 and the provision associated with unemployment pensions will be realised in 2019-2021.
Other provisions include environmental provisions made for telephone poles.
A provision is recognised when the Group has a legal or constructive obligation as a result of a past event, it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate of the amount of the obligation can be made.
Contingent liabilities are potential liabilities that arise from past events or that may occur depending on the outcome of uncertain future events which are beyond the control of the Group. Contingent liability is also a present obligation that is unlikely to require settlement of a payment obligation or the amount of which cannot be reliably measured. Contingent liabilities are not recognised in the statement of financial position, but are presented in the notes.
The Group's related parties consist of the parent company, subsidiaries, associates and joint ventures, as well as Elisa's Board of Directors, the CEO and the Executive Board.
Transactions carried out with related parties:
| 2018 EUR million |
Sales | Purchases | Receivables | Liabilities |
|---|---|---|---|---|
| Associates and joint arrangements | 0.5 | 1.1 | 0.9 | 0.0 |
| 2017 EUR million |
||||
| Associates and joint arrangements | 0.5 | 1.4 | 0.1 | 0.1 |
| The employee benefits of the Group's related parties are presented in Note 4.1. |
| Group's | ||
|---|---|---|
| Subsidiaries | Domicile | ownership,% |
| Banana Fingers Ltd. | Bristol | 100 |
| Ekaso Oy | Helsinki | 100 |
| Elisa Finance Oü | Tallinn | 100 |
| Elisa Hong Kong Limited | Hong Kong | 100 |
| Elisa Santa Monica Oy | Helsinki | 100 |
| Elisa Teleteenused AS | Tallinn | 100 |
| Elisa Eesti As | Tallinn | 100 |
| Santa Monica Networks AS | Tallinn | 100 |
| Elisa Videra Oy | Helsinki | 100 |
| Elisa Videra Inc. | Los Angeles | 100 |
| Elisa Videra Italy S.r.l | San Genesio | 100 |
| Elisa Videra Singapore PTE LTD | Singapore | 100 |
| Elisa Videra Spain S.L | Madrid | 100 |
| Elisa Videra UK Ltd. | London | 100 |
| Elisa Videra Norge As | Oslo | 100 |
| Enia Oy | Helsinki | 100 |
| Epic TV SAS | Sallanches | 100 |
| Fenix Enterprise Solutions Oy | Turku | 100 |
| Fenix Solutions Oy | Turku | 100 |
| Fonum Oy | Helsinki | 100 |
Financial Statements
| Group's | ||
|---|---|---|
| Subsidiaries | Domicile | ownership,% |
| Karelsat Oy | Joensuu | 100 |
| Kepit Systems Oy | Vaasa | 70 |
| Kiinteistö Oy Raision Luolasto | Espoo | 100 |
| Kiinteistö Oy Rinnetorppa | Kuusamo | 80 |
| Kiinteistö Oy Tapiolan Luolasto | Espoo | 100 |
| LNS Kommunikation AB | Stockholm | 100 |
| Preminet Oy | Helsinki | 100 |
| OOO LNR | St. Petersburg | 100 |
| Sulake Prepaid Oy | Helsinki | 100 |
| Ukkonet Oy | Helsinki | 100 |
| Watson Nordic Oy | Vaasa | 100 |
Kiinteistö Oy Brahenkartano Turku 60
Significant changes in ownership of subsidiaries are presented in Notes 3. Other changes in the Group structure are described below.
On 1 March 2018, Tampereen Tietoverkko Oy merged with Elisa Corporation and on 31 December 2018, Elisa Appelsiini Oy merged with Elisa Corporation.
Starman AS changed its name to Elisa Teleteenused AS on 22 January 2018. Elisa Eesti AS and Santa Monica Networks AS became a part of Elisa Teleteenused Group. A new subsidiary, Elisa Eesti Finanace Oü, was established on 30 July 2018.
On 26 April 2018, Sulake Inc. changed its name to Elisa Videra Inc. and starting from 1 July 2018 became part of Elisa Videra Group. On 22 May 2018, Santa Monica Networks Oy changed its name to Elisa Santa Monica Oy. On 13 July 2018, Sulake Corporation Oy changed its name to Sulake Prepaid Oy.
The consolidated financial statements include the parent company, Elisa Corporation, and those subsidiaries over which the Group has control. The group controls an entity when the group is exposed to, or has rights to, variable returns from its involvement with the entity, and has the ability to affect those returns through its power over the entity.
Subsidiaries are consolidated from the date the Group obtains control and divested companies until the loss of control. The acquisition method is used in the accounting for the elimination of internal ownership. All intra-group transactions, gains on the sale of inventories and fixed assets, intra-group receivables, payables and dividends are eliminated.
Profit for the period attributable to the equity holders of the parent and non-controlling interests is presented separately in the consolidated income statement. Non-controlling interests are presented separately from the equity of the owners of the parent in the consolidated statement of financial position. Losses exceeding the share of ownership are allocated to non-controlling interests.
Joint arrangements — are the arrangements over which the Group exercises joint control with one or more parties. A joint arrangement is either a joint operation or a joint venture. A joint venture is a joint arrangement, where the Group has rights to the net assets of the arrangement. A joint operation is a joint arrangement where the Group has rights to the assets and obligations for the liabilities relating to the arrangement.
The only joint arrangement owned by the Group, Kiinteistö Oy Brahenkartano, is a joint operation, which is consolidated using the proportional consolidation method. 60 per cent of the assets, liabilities, income and expenses of the joint operation are consolidated to the Group's financial statements. The company owns and manages a building and a site in Turku. Elisa is entitled to manage office and telecom facilities with the shares owned.
| EUR million | 2018 | 2017 |
|---|---|---|
| I/S Group's share of profit |
–0.4 | 0.0 |
| B/S Transactions carried out with related parties |
2.7 | 1.9 |
| EUR million | 2018 | 2017 |
| Balance at the beginning of the period | 1.9 | 2.2 |
| Share of profits for the period | –0.4 | 0.0 |
| Dividends received | 0.0 | 0.0 |
| Reclassifications | 1.2 | |
| Disposals | –0.3 | |
| B/S Balance at the end of the period | 2.7 | 1.9 |
On 1 June 2018, Sulake Suomi Oy, Sulake Spain S.L.U, Sulake Brazil and Sulake UK Ltd changed their status from subsidiaries to associated companies. 13 July 2018, the associated company - Sulake Suomi Oy changed its name to Sulake Oy.
Elisa divested its ownership in Länsilinkki Oy in comparison period 2017. The divestment resulted in a profit of EUR 0.5 million recorded as financial income on the income statement.
| Group's ownership,% |
||
|---|---|---|
| Associates | Domicile | |
| FNE-Finland Oy | Kontiolahti | 46 |
| Kiinteistö Oy Helsingin Sentnerikuja 6 | Helsinki | 50 |
| Kiinteistö Oy Herrainmäen Luolasto | Tampere | 50 |
| Kiinteistö Oy Lauttasaarentie 19 | Helsinki | 42 |
| Kiinteistö Oy Pohjanplassi | Lapua | 39 |
| Kiinteistö Oy Riihimäen Maisterinkatu 9 | Riihimäki | 35 |
| Kiinteistö Oy Runeberginkatu 43 | Helsinki | 30 |
| Kiinteistö Oy Stenbäckinkatu 5 | Helsinki | 40 |
| Sulake Oy | Helsinki | 49 |
| Sulake Brasil | Sao Paolo | 49 |
| Sulake Spain S.L.U | Madrid | 49 |
| Sulake UK Ltd | London | 49 |
| Suomen Numerot NUMPAC Oy | Helsinki | 33 |
| Tele Scope Oy | Espoo | 22 |
Associated companies are entities over which the Group exercises significant influence. Significant influence is presumed to exist when the Group owns over 20 per cent of the voting rights of the company or when the Group otherwise exercises significant influence, but does not exercise control. Associated companies are consolidated in accordance with the equity method. If the Group's share of losses of an associated company exceeds its interest in the associated company, the investment is recognised on the balance sheet at zero value and the Group discontinues recognising its share of further losses unless the Group has other obligations for the associated company. Associated companies are consolidated from the date the Group obtains significant influence and divested companies are consolidated until the loss of significant influence.
| EUR million | 2018 | 2017 |
|---|---|---|
| Not later than one year | 28.2 | 28.9 |
| Later than one year but not later than five years | 36.4 | 39.4 |
| Later than five years | 14.4 | 18.4 |
| 79.0 | 86.7 |
| EUR million | 2018 | 2017 |
|---|---|---|
| Not later than one year | 3.0 | 2.7 |
| Later than one year, but not later than five years | 0.5 | 0.3 |
| 3.5 | 3.0 |
Leases in which the risks and rewards of ownership are retained by the lessor are classified as operating leases.
The Group's operating leases include mainly retail premises and locations, telecom facilities and vehicles.
The lease periods for telecom facilities vary from one month to more than 50 years.
Payments made under operating leases are expensed on the income statement on a straight-line basis over the term of the lease.
Rental liabilities are exclusive of value added tax, except vehicle leasing liabilities.
On 1 January 2019, the Group will adopt IFRS 16, Leases. Please refer for details to Note 1.3, Applied new and revised standards.
The Group acts as a lessor in two different types of lease arrangements that are accounted for as operating leases. Rental income from telecom premises and carrier services is recognised as revenue over the lease period. The lease contract periods are mainly short with durations of 1–6 months.
Rental income is recognised over the lease period.
| EUR million | 2018 | 2017 |
|---|---|---|
| On behalf of own commitments | ||
| Mortgages | 2.0 | 2.0 |
| Guarantees | 0.1 | |
| Deposits | 0.4 | 2.5 |
| On behalf of others | ||
| Guarantees | 0.5 | |
| 2.5 | 5.0 | |
| Other contractual obligations | ||
| Venture Capital -investment obligation | 2.3 | 3.3 |
| Repurchase obligations | 0.0 | |
| Letter of credit | 0.1 | 0.1 |
VAT refund liability for real estate investments indicates the amount that may become completely non tax-deductible, if the intended use of the property was to change. On 31 December 2018, VAT refund liability for real estate investments was EUR 28.8 (29.2) million.
There were not significant events after the balance sheet date.
| 2018 | 2017 | 2016 | 2015 | 2014 | |
|---|---|---|---|---|---|
| INCOME STATEMENT | |||||
| Revenue, EUR million | 1,832 | 1,787 | 1,636 | 1,569 | 1,535 |
| Change of revenue,% | 2.5 | 9.3 | 4.2 | 2.2 | –0.8 |
| EBITDA, EUR million | 640 | 608 | 563 | 532 | 520 |
| EBITDA as % of revenue | 34.9 | 34.0 | 34.4 | 33.9 | 33.8 |
| EBIT, EUR million | 404 | 378 | 339 | 312 | 305 |
| EBIT as % of revenue | 22.0 | 21.2 | 20.7 | 19.9 | 19.9 |
| Profit before tax, EUR million | 381 | 403 | 320 | 291 | 278 |
| Profit before tax as % of revenue | 20.8 | 22.6 | 19.6 | 18.5 | 18.1 |
| Return on equity (ROE),% | 29.2 | 33.5 | 27.1 | 27.0 | 25.6 |
| Return on investment (ROI),% | 18.3 | 19.9 (1 | 17.0 | 16.5 | 15.7 |
| Research and development costs, EUR million | 8 | 10 | 11 | 15 | 13 |
| Research and development costs as % of revenue | 0.5 | 0.6 | 0.7 | 0.9 | 0.8 |
| BALANCE SHEET | |||||
| Gearing ratio,% | 94.8 | 103.2 | 115.7 | 103.9 | 114.0 |
| Current ratio | 1.0 | 1.0 | 1.0 | 0.7 | 0.9 |
| Equity ratio,% | 42.4 | 40.5 | 38.5 | 41.4 | 39.4 |
| Non-interest bearing liabilities, EUR million | 393 | 423 | 393 | 330 | 322 |
| Interest bearing net debt | 1,068 | 1,073 | 1,124 | 962 | 1,001 |
| Balance sheet total, EUR million | 2,669 | 2,580 | 2,533 | 2,247 | 2,243 |
| INVESTMENTS | |||||
| Investments in shares and business combinations, EUR million | 14 | 104 | 108 | 18 | 43 |
| CAPITAL EXPENDITURES | |||||
| Investments, EUR million | 254 | 246 | 226 | 196 | 191 |
| Investments as % of revenue | 13.9 | 13.8 | 13.8 | 12.5 | 12.5 |
| PERSONNEL | |||||
| Average number of employees during the period | 4,814 | 4,614 | 4,247 | 4,146 | 4,138 |
| Revenue/employee, EUR 1,000 | 380 | 387 | 385 | 379 | 371 |
The order book is not presented, as the information is not relevant due to the nature of the Group's business. 1)Corrected figure
| EBITDA | EBIT + depreciation, amortisation and impairment | |
|---|---|---|
| EBIT | Profit for the period + income taxes + financial income and expenses + share of associated companies' profit |
|
| Return on equity (ROE),% | Profit for the period Total shareholders' equity on average |
X 100 |
| Return on investment (ROI),% | Profit before taxes + interest and other financial expenses Total equity + interest bearing liabilities on average |
X 100 |
| Gearing ratio,% | Interest-bearing liabilities – Cash and cash equivalents and financial assets at fair value through profit or loss Total shareholders' equity |
X 100 |
| Current ratio | Current assets Current liabilities – advance payments received |
|
| Equity ratio,% | Total shareholders' equity Balance sheet total – advance payments received |
X 100 |
| 2018 | 2017 | 2016 | 2015 | 2014 | |
|---|---|---|---|---|---|
| INCOME STATEMENT | |||||
| Comparable EBITDA, EUR million | 639 | 613 | 564 | 536 | 520 |
| Comparable EBITDA as % of revenue | 34 | 34 | 34 | 34 | 33 |
| .9% | .3% | .5% | .1% | .8% | |
| Comparable EBIT, EUR million | 403 | 384 | 349 | 322 | 305 |
| Comparable EBIT as % of revenue | 22 | 21 | 21 | 20 | 19 |
| .0% | .5% | .4% | .5% | .9% | |
| Comparable profit before tax, EUR million | 380 | 364 | 327 | 300 | 278 |
| Comparable profit before tax as % of revenue | 20 | 20 | 20 | 19 | 18 |
| .8% | .4% | .0% | .1% | .1% | |
| Comparable return on equity (ROE), % | 28 | 29 | 27 | 27 | 25 |
| .8% | .5% | .9% | .3% | .6% | |
| Comparable return on investment (ROI), % | 18 | 18 | 17 | 17 | 15 |
| .3% | .0% | .3% | .0% | .7% | |
| Comparable earnings per share (EPS) | 1 | 1 | 1 | 1 | 1 |
| .95 | .86 | .66 | .54 | .41 |
1) other than the financial indicators defined by IFRS
| Comparable EBITDA | EBIT + depreciation, amortisation and impairment + /-items affecting comparability | |
|---|---|---|
| Comparable EBIT | Profit for the period + income taxes +/- financial income and expenses + share of associated companies' profit +/- items affecting comparability |
|
| Comparable profit for the period | Profit for the period +/- items affecting comparability | |
| Profit attributable to owners of the parent company +/- items affecting comparability |
||
| Comparable EPS | Average number of shares during the period adjusted for the share issues | |
| Profit for the period +/- items affecting comparability | x 100 | |
| Comparable return on equity (ROE), % | Total shareholders' equity on average | |
| Comparable return on investment (ROI), % | Profit before taxes + interest and other financial expenses +/- items affecting comparability |
x 100 |
| Total equity + interest bearing liabilities on average | ||
| Comparable cash flow after investments |
Net cash flow from operating activities – net cash used in investing activities +/- items affecting comparability |
| 2018 | 2017 | 2016 | 2015 | 2014 | |
|---|---|---|---|---|---|
| Share capital, EUR | 83,033,008 | 83,033,008 | 83,033,008 | 83,033,008 | 83,033,008 |
| Number of shares at year-end | 159,723,252 | 159,533,676 | 159,619,944 | 159,484,067 | 159,349,030 |
| Average number of shares | 159,736,826 | 159,606,603 | 159,607,755 | 159,469,737 | 159,349,030 |
| Number of shares at year-end, diluted | 159,723,252 | 159,533,676 | 159,619,944 | 159,484,067 | 159,349,030 |
| Average number of shares, diluted | 159,736,826 | 159,606,603 | 159,607,755 | 159,469,737 | 159,349,030 |
| Market capitalisation, EUR million (2 | 6,037 | 5,475 | 5,176 | 5,822 | 3,783 |
| Earnings per share (EPS), EUR | 1.98 | 2.11 | 1.61 | 1.52 | 1.41 |
| Dividend per share, EUR | 1.75 (5 | 1.65 | 1.50 | 1.40 | 1.32 |
| Payout ratio,% | 88.5 | 78.2 | 93.1 | 91.8 | 93.5 |
| Equity per share, EUR | 7.05 | 6.52 | 6.08 | 5.80 | 5.51 |
| P/E ratio | 18.2 | 15.5 | 19.2 | 22.8 | 16.0 |
| Effective dividend yield,% (2 | 4.9 | 5.0 | 4.8 | 4.0 | 5.8 |
| Share performance on Nasdaq Helsinki | |||||
| Mean price, EUR | 36.34 | 33.74 | 32.27 | 28.37 | 20.93 |
| Closing price at year-end, EUR | 36.08 | 32.72 | 30.93 | 34.79 | 22.61 |
| Lowest price, EUR | 31.68 | 30.42 | 28.40 | 22.10 | 18.19 |
| Highest price, EUR | 41.95 | 36.94 | 35.80 | 35.99 | 24.04 |
| Trading of shares on Nasdaq Helsinki (3 | |||||
| Total trading volume, 1,000 shares | 104,879 | 104,467 | 105,663 | 113,312 | 112,729 |
| Percentage of shares traded (4 | 63 | 62 | 63 | 68 | 67 |
1) The numbers of shares are presented without treasury shares held by Elisa Group. Treasury shares have been included in calculations of indicators.
2) Calculated on the basis of the closing price on the last trading day of the year.
3) Elisa share is also traded in alternative marketplaces. According to the Fidessa Fragmentation report, the trading volumes in these markets in 2018 were approximately 190 (145) per cent of the Nasdaq Helsinki.
4) Calculated in proportion to the average number of shares for the period.
5) The Board of Directors proposes a dividend payment of EUR 1.75 per share.
| Profit for the period attributable to the equity holders of the parent |
||
|---|---|---|
| Earnings per share (EPS) | Average number of shares during the period adjusted for share issues |
|
| Dividend adjusted for issues | ||
| Dividend per share (1 | Number of shares at the balance sheet date adjusted for share issues |
|
| Dividend per share | ||
| Effective dividend yield, % (1 | Share price at the balance sheet date adjusted for share issues | X 100 |
| Dividend per share | ||
| Payout ratio, % (1 | Earnings per share | X 100 |
| Equity attributable to equity holders of the parent | ||
| Equity per share | Number of shares at the balance sheet date adjusted for share issues |
|
| Share price on the balance sheet date | ||
| P/E ratio (Price/Earnings) | Earnings per share |
1) The calculation formulas apply also to the capital repayment indicators .
| EUR million | Note | 2018 | 2017 |
|---|---|---|---|
| Revenue | 1 | 1,508.3 | 1,451.9 |
| Other operating income | 2 | 8.9 | 10.6 |
| Materials and services | 3 | –580.7 | –583.0 |
| Personnel expenses | 4 | –216.8 | –199.0 |
| Depreciation and amortisation | 5 | –254.5 | –239.4 |
| Other operating expenses | –161.0 | –155.4 | |
| Operating profit | 304.3 | 285.7 | |
| Financial income and expenses | 7 | 379.6 | 6.8 |
| Profit before appropriations and taxes | 684.0 | 292.5 | |
| Appropriations | 8 | 2.7 | 9.1 |
| Income taxes | 9 | –64.4 | –62.0 |
| Profit for the period | 622.2 | 239.6 |
| EUR million Note |
31 Dec. 2018 | 31 Dec. 2017 |
|---|---|---|
| ASSETS | ||
| Fixed assets | ||
| Intangible assets 10 |
431.5 | 433.3 |
| Tangible assets 10 |
664.1 | 660.2 |
| Investments 11 |
816.7 | 428.2 |
| 1,912.3 | 1,521.6 | |
| Current assets | ||
| Inventories 12 |
46.7 | 50.6 |
| Non-current receivables 13 |
92.4 | 83.5 |
| Current receivables 14 |
367.4 | 351.3 |
| Cash and bank receivables | 69.7 | 32.9 |
| 576.2 | 518.2 | |
| TOTAL ASSETS | 2,488.5 | 2,039.9 |
| SHAREHOLDERS' EQUITY AND LIABILITIES | ||
| Shareholders' equity 15 |
||
| Share capital | 83.0 | 83.0 |
| Treasury shares | –135.4 | –140.0 |
| Reserve for invested non-restricted equity | 77.8 | 77.8 |
| Contingency reserve | 3.4 | 3.4 |
| Retained earnings | 111.6 | 139.8 |
| Profit for the period | 622.2 | 239.6 |
| 762.6 | 403.6 | |
| Accumulated appropriations | 86.9 | 92.5 |
| Provisions for liabilities and charges 16 |
5.6 | 9.0 |
| Liabilities | ||
| Non-current liabilities 17 |
881.4 | 949.8 |
| Current liabilities 18 |
752.0 | 585.0 |
| 1,633.3 | 1,534.8 | |
| TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES | 2,488.5 | 2,039.9 |
98
| EUR million | 2018 | 2017 |
|---|---|---|
| Cash flow from operating activities | ||
| Profit before appropriations and taxes | 684.0 | 292.5 |
| Adjustments: | ||
| Depreciation and amortisation | 254.5 | 239.4 |
| Other income and expenses with no payment relation | 0.7 | 1.5 |
| Other financial income (-) and expenses (+) | 20.8 | 27.8 |
| Gains (-) and losses (+) on the disposal of fixed assets | –0.9 | –0.4 |
| Gains (-) and losses (+) on the disposal of investments | –400.4 | –34.6 |
| Change in provisions in the income statement | –3.4 | 3.1 |
| Cash flow before changes in working capital | 555.2 | 529.2 |
| Change in working capital | ||
| Increase (-) / decrease (+) in trade and other receivables | –1.6 | –24.7 |
| Increase (-) / decrease (+) in inventories | 5.0 | –7.4 |
| Increase (+) / decrease (-) in trade and other payables | –23.0 | 28.4 |
| Cash flow before financial items and taxes | 535.6 | 525.5 |
| Dividends received | 0.2 | 0.7 |
| Interest received | 1.5 | 5.1 |
| Interest paid | –19.8 | –21.4 |
| Income taxes paid | –67.5 | –62.8 |
| Net cash flow from operating activities | 449.9 | 447.1 |
| EUR million | 2018 | 2017 |
|---|---|---|
| Cash flow from investing activities | ||
| Capital expenditure | –222.3 | –225.4 |
| Proceeds from disposal of tangible and intangible assets | 1.0 | 2.9 |
| Equity and other investments | –13.1 | –49.0 |
| Proceeds from disposal of shares and other investments | 0.0 | 43.6 |
| Loans granted | –3.1 | –26.6 |
| Repayment of loan receivables | 4.0 | 140.1 |
| Net cash flow used in investing activities | –233.5 | –114.3 |
| Cash flow after investing activities | 216.5 | 332.8 |
| Cash flow from financing activities | 100 | |
| Increase in long-term borrowings (+) | 100.0 | 289.3 |
| Decrease in long-term borrowings (-) | –59.1 | –156.2 |
| Increase (+) / decrease (-) in short-term borrowings | 37.7 | –256.7 |
| Group contributions received (+) / paid (-) | 6.7 | 6.8 |
| Dividends paid | –263.1 | –239.2 |
| Net cash flow used in financing activities | –177.8 | –356.0 |
| Change in cash and cash equivalents | 38.6 | –23.2 |
| Cash and cash equivalents at the beginning of the period | 32.9 | 34.6 |
| Cash from business transfers and mergers | –1.8 | 21.5 |
| Cash and cash equivalents at the end of the period | 69.7 | 32.9 |
Elisa Corporation's financial statements have been prepared in accordance with the accounting principles based on Finnish accounting legislation.
Transactions denominated in foreign currencies are recorded at the rates of exchange prevailing on the dates of transactions. At year-end, assets and liabilities denominated in foreign currencies are valued at the average rate quoted by the European Central Bank at year-end.
The carrying value of intangible and tangible assets is stated at cost less accumulated depreciation, amortisation and impairments. Internally generated fixed assets are measured at variable costs. .
The difference between depreciation according to plan and total depreciation is presented under appropriations in the parent company's income statement and the accumulated depreciation difference is presented under accumulated appropriations in shareholders' equity and liabilities on the balance sheet. Depreciation according to plan is recognised on a straight-line basis over the useful lives from the original acquisition cost.
| The useful lives according to plan for the different asset groups are: | |
|---|---|
| Intangible rights | 3–5 years |
| Goodwill | 5–20 years |
| Other expenditure with long-term effects | 5–10 years |
| Buildings and constructions | 25–40 years |
| Machinery and equipment in buildings | 10–25 years |
|---|---|
| Equipment for the network and exchanges | 6–10 years |
| Cable network | 8–15 years |
| Telecommunication terminals | 2–4 years |
| Other machines and equipment | 3–5 years |
Inventories are stated at the lowest of variable cost, acquisition price or the likely disposal, or repurchase price. Cost is determined using a weighted average price.
Investments in money market funds are recognised at the repurchase price. Investments in certificates of deposit and commercial paper are recognised at the acquisition cost, as the difference between the repurchase price and cost of acquisition is not significant.
Revenue from deliverables is recognised at the time of ownership transfer and revenue from services is recognised when the services have been performed.
Interconnection fees that are invoiced from the customer sand paid as such to other telephone companies are presented as a deduction item under sales income (Finnish Accounting Standards Board 1995/1325).
The profit from the sale of business operations and fixed assets, subsidies received and rental income from premises are presented under other operating income. The loss from the sale of fixed assets is presented under other operating expenses. The profit or loss from the sale of shares is presented in financial income and expenses.
| Research and development |
|---|
Research costs are expensed as they incur, with the exception of development costs, which are capitalised. The capitalisation criteria are met when the product is technically and commercially feasible, and it is expected to generate future economic benefit. Development costs initially recognised as expenses cannot be capitalised subsequently.
Government grants associated with development projects are recognised as other operating income when the related costs are recognised as expenses. Government grants, associated with capitalised development costs, are recorded as a reduction of cost.
Probable future expenses and losses related to the current or a prior financial period without corresponding income are recognised in the income statement. Such items are recognised in the balance sheet under provisions if a reliable estimate of the amount or timing of the obligation cannot be made. Otherwise the obligation is recognised in accruals.
Income taxes for the financial year are recognised in the income statement. No deferred tax liabilities or receivables have been recognised in the financial statements.
| EUR million | 2018 | 2017 |
|---|---|---|
| Revenue | 1,571.4 | 1,515.3 |
| Interconnection fees and other adjustments | –63.2 | –63.4 |
| 1,508.3 | 1,451.9 | |
| Geographical distribution | ||
| Finland | 1,478.6 | 1,427.6 |
| Rest of Europe | 27.0 | 22.8 |
| Other countries | 2.7 | 1.6 |
| 1,508.3 | 1,451.9 |
| EUR million | 2018 | 2017 | 102 |
|---|---|---|---|
| Gain on disposals of fixed assets | 4.1 | 2.4 | |
| Other items (1 | 4.8 | 8.2 | |
| 8.9 | 10.6 |
1) Other operating income items mainly include rental income from real estate, management fee income charged from subsidiaries and other income items not associated with ordinary operating activities.
| EUR million | 2018 | 2017 |
|---|---|---|
| Materials, supplies and goods | ||
| Purchases | 252.1 | 248.4 |
| Change in inventories | 4.5 | –7.4 |
| 256.5 | 241.0 | |
| External services | 324.1 | 342.0 |
| 580.7 | 583.0 |
| EUR million | 2018 | 2017 |
|---|---|---|
| Salaries and wages | 181.1 | 164.7 |
| Pension expenses | 31.5 | 29.0 |
| Other statutory employee expenses | 4.2 | 5.3 |
| 216.8 | 199.0 | |
| Personnel on average | 2,921 | 2,625 |
| CEO remuneration, EUR | 2018 | 2017 |
| Fixed salaries | 543,360.00 | 542,100.00 |
| Performance-based bonus | 281,734.20 | 332,937.00 |
| Fringe benefits | 12,929.44 | 13,974.82 |
| Share-based payments (1 | 1,853,342.72 | 956,768.69 |
| 2,691,366.36 | 1,845,780.51 |
1) The maximum award allocated to the CEO under the share-based compensation plans equals the value of 165,650 shares. The details related to the share-based compensations are disclosed in Note 4.1 of the consolidated financial statements.
The executive agreement with the Group CEO expires at the age of 60, and he is entitled to retire according to the agreement. The pension benefit plan follows the defined contribution plan. The defined benefit pension plan includes vested rights. Please refer to Note 4.1 of the the consolidated financial statements.
| The remuneration of the Board members, EUR | 2018 | 2017 |
|---|---|---|
| Petteri Koponen | 68,700.00 | 68,500.00 |
| Clarisse Berggårdh | 70,600.00 | 68,000.00 |
| Raimo Lind | 117,200.00 | 116,500.00 |
| Leena Niemistö | 69,200.00 | 68,000.00 |
| Jaakko Uotila | 16,500.00 | |
| Anssi Vanjoki | 63,100.00 | |
| Seija Turunen | 81,900.00 | 80,000.00 |
| Antti Vasara | 70,600.00 | 51,500.00 |
| Mika Vehviläinen | 19,500.00 | 78,500.00 |
| 560,800.00 | 547,500.00 |
For year 2018, following compensations were determined by the Annual General Meeting to the Members of the Board: fee for the chairman EUR 108,000, for the vice chairman and chairman of the Audit Committee EUR 72,000, and for the other members of the Board EUR 60,000. The fees for January–March were used on 24 April 2018 to acquire Elisa's shares based on a decision made by the Annual General Meeting on 6 April 2017. On 24 April 2018, the fees for April–December period were used to acquire Elisa's shares based on a decision made by the Annual General Meeting on 12 April 2018. The outstanding remuneration was paid net of tax, 60 per cent. Shares acquired prior to 2014 have a four-year transfer restriction which will expire at the end of the Board service, however. In January–March, the Board remuneration was EUR 500 and in April–December EUR 700.
| EUR million | 2018 | 2017 |
|---|---|---|
| Intangible assets | 81 6 |
78 5 |
| Tangible assets | 172 8 |
160 9 |
| 254 5 |
239 4 |
Specifications of depreciation by balance sheet item are presented in Note 10 .
| EUR million | 2018 | 2017 |
|---|---|---|
| Auditing | 0 1 |
0 1 |
| Tax advisory services | 0 1 |
0 1 |
| Other services | 0 0 |
0 1 |
| 0 2 |
0 3 |
| EUR million | 2018 | 2017 |
|---|---|---|
| Interest income and other financial income | ||
| Dividends received | ||
| From Group companies | 0 6 |
|
| From associated companies | 0 0 |
0 0 |
| From others | 0 1 |
0 1 |
| 0 2 |
0 7 |
|
| Other interest and financial income | ||
| From the Group companies | 0 1 |
2 3 |
| Capital gains from investments (1 | 400 4 |
34 6 |
| From others | 1 5 |
3 3 |
| 402 1 |
40 2 |
|
| 402 2 |
40 9 |
|
| Interest costs and other financial expenses | ||
| To the Group companies | –2 5 |
–4 6 |
| Impairment of investments to subsidiaries | 0 8 |
–8 2 |
| To others | –20 8 |
–21 3 |
| Impairments | 0 0 |
|
| –22 6 |
–34 1 |
|
| 379 6 |
6 8 |
.
1) Include mainly the intra-group transactions . The comparison year includes the sale of Comptel Oyj shares
| EUR million | 2018 | 2017 |
|---|---|---|
| Change in depreciation difference | 5.6 | 2.4 |
| Group contributions received | 18.0 | 8.7 |
| Group contributions given | –20.9 | –2.0 |
| 2.7 | 9.1 |
| EUR million | 2018 | 2017 |
|---|---|---|
| Income taxes on ordinary activities | –64.5 | –62.0 |
| Taxes for prior years | 0.0 | 0.0 |
| –64.4 | –62.0 |
| Intangible Assets | ||||||
|---|---|---|---|---|---|---|
| 2018 EUR million |
Development costs |
Intangible rights |
Goodwill | Other intangible assets |
Intangible assets under construction |
Total |
| Acquisition cost at 1 Jan. 2018 | 29.1 | 108.8 | 868.2 | 440.2 | 11.9 | 1,458.2 |
| Transferred in merger | 8.9 | 0.9 | 3.0 | 0.7 | 1.5 | 15.1 |
| Additions | 3.3 | 29.5 | 9.3 | 29.4 | 1.1 | 72.6 |
| Disposals | 0.0 | 0.0 | ||||
| Reclassifications | 1.1 | 0.3 | 2.7 | –1.9 | 2.2 | |
| Acquisition cost at 31 Dec. 2018 | 42.5 | 139.5 | 880.5 | 473.0 | 12.6 | 1,548.0 |
| Accumulated depreciation at 1 Jan. 2018 | 25.8 | 55.4 | 581.5 | 362.2 | 1,024.9 | |
| Transferred in merger | 5.8 | 0.8 | 2.7 | 0.7 | 10.0 | |
| Depreciation for the period | 2.6 | 6.3 | 45.8 | 27.0 | 81.6 | |
| Accumulated depreciation at 31 Dec. 2018 | 34.2 | 62.5 | 629.9 | 389.9 | 1,116.6 | |
| Book value at 31 Dec. 2018 | 8.2 | 77.0 | 250.6 | 83.1 | 12.6 | 431.5 |
| Tangible Assets | |||||||
|---|---|---|---|---|---|---|---|
| 2018 EUR million |
Land and water |
Buildings and constructions |
Machinery and equipment |
Other tangible assets |
Tangible assets under construction |
Total | |
| Acquisition cost at 1 Jan. 2018 | 8.2 | 185.5 | 3,262.4 | 35.1 | 35.5 | 3,526.8 | |
| Transferred in merger | 26.4 | 0.0 | 26.4 | ||||
| Additions | 1.0 | 8.0 | 155.4 | 0.0 | 11.3 | 175.7 | |
| Disposals | 0.0 | –0.4 | –8.3 | –8.7 | |||
| Reclassifications | 0.4 | 2.5 | 12.7 | –17.8 | –2.2 | ||
| Acquisition cost at 31 Dec. 2018 | 9.6 | 195.6 | 3,448.6 | 35.1 | 29.1 | 3,718.0 | |
| Accumulated depreciation at 1 Jan. 2018 | 107.9 | 2,724.3 | 34.4 | 2,866.6 | |||
| Transferred in merger | 23.1 | 23.1 | |||||
| Accumulated depreciation on disposals and reclassifications | –0.4 | –8.3 | –8.6 | ||||
| Depreciation for the period | 9.1 | 163.7 | 0.0 | 172.8 | |||
| Accumulated depreciation at 31 Dec. 2018 | 116.6 | 2,902.9 | 34.5 | 3,053.9 | 106 | ||
| Book value at 31 Dec. 2018 | 9.6 | 79.0 | 545.8 | 0.7 | 29.1 | 664.1 |
| Intangible Assets | ||||||
|---|---|---|---|---|---|---|
| 2017 EUR million |
Development costs |
Intangible rights |
Goodwill | Other intangible assets |
Intangible assets under construction |
Total |
| Acquisition cost at 1 Jan. 2017 | 26.8 | 76.1 | 812.0 | 408.7 | 33.4 | 1,356.9 |
| Transferred in merger | 9.1 | 0.2 | 9.3 | |||
| Additions | 2.0 | 1.8 | 56.2 | 25.4 | 6.1 | 91.4 |
| Disposals | –0.1 | 0.0 | –0.3 | –0.5 | ||
| Reclassifications | 0.5 | 21.9 | 5.8 | –27.2 | 1.0 | |
| Acquisition cost at 31 Dec. 2017 | 29.1 | 108.8 | 868.2 | 440.2 | 11.9 | 1,458.2 |
| Accumulated depreciation at 1 Jan. 2017 | 23.6 | 40.7 | 543.3 | 336.0 | 943.5 | |
| Transferred in merger | 3.1 | 0.1 | 3.2 | |||
| Accumulated depreciation on disposals and reclassifications | 0.0 | 0.0 | 0.0 | |||
| Depreciation for the period | 2.3 | 11.6 | 38.3 | 26.1 | 78.2 | |
| Accumulated depreciation at 31 Dec. 2017 | 25.8 | 55.4 | 581.5 | 362.2 | 1,024.9 | |
| Book value at 31 Dec. 2017 | 3.3 | 53.4 | 286.7 | 78.0 | 11.9 | 433.3 |
| Tangible assets | ||||||
|---|---|---|---|---|---|---|
| 2017 EUR million |
Land and water |
Buildings and constructions |
Machinery and equipment |
Other tangible assets |
Tangible assets under construction |
Total |
| Acquisition cost at 1 Jan. 2017 | 6.7 | 177.2 | 3,058.9 | 35.1 | 27.0 | 3,305.0 |
| Transferred in merger | 1.2 | 2.9 | 50.2 | 1.9 | 56.2 | |
| Additions | 0.1 | 4.9 | 149.0 | 0.0 | 25.1 | 179.1 |
| Disposals | 0.0 | –1.6 | –10.9 | –12.5 | ||
| Reclassifications | 0.2 | 2.1 | 15.1 | –18.5 | –1.0 | |
| Acquisition cost at 31 Dec. 2017 | 8.2 | 185.5 | 3,262.4 | 35.1 | 35.5 | 3,526.8 |
| Accumulated depreciation at 1 Jan. 2017 | 99.2 | 2,565.3 | 34.4 | 2,698.9 | ||
| Transferred in merger | 0.6 | 17.4 | 18.0 | |||
| Accumulated depreciation on disposals and reclassifications | –0.6 | –10.5 | –11.2 | |||
| Depreciation for the period | 8.7 | 152.2 | 0.0 | 160.9 | ||
| Accumulated depreciation at 31 Dec. 2017 | 107.9 | 2,724.3 | 34.4 | 2,866.6 | ||
| Book value at 31 Dec. 2017 | 8.2 | 77.6 | 538.1 | 0.7 | 35.5 | 660.2 |
Financial Statements
| Shares | Receivables | |||||
|---|---|---|---|---|---|---|
| 2018 EUR million |
Group companies |
Associated companies |
Other companies |
Group companies |
Others | Total |
| Acquisition cost at 1 Jan. 2018 | 405.2 | 6.2 | 14.4 | 6.7 | 0.1 | 432.7 |
| Transferred in merger | 0.0 | 0.0 | ||||
| Additions | 447.7 | 3.8 | 451.5 | |||
| Disposals | –62.7 | –0.2 | 0.0 | –63.0 | ||
| Acquisition cost at 31 Dec. 2018 | 790.2 | 6.2 | 18.0 | 6.7 | 0.1 | 821.2 |
| Impairment at 1 Jan. 2018 | –0.4 | –4.1 | –4.5 | |||
| Impairment at 31 Dec. 2018 | –0.4 | –4.1 | –4.5 | |||
| Book value at 31 Dec. 2018 | 789.8 | 6.2 | 13.9 | 6.7 | 0.1 | 816.7 |
| Shares | Receivables | |||||
|---|---|---|---|---|---|---|
| 2017 EUR million |
Group companies |
Associated companiest |
Other companies |
Group companies |
Others | Total |
| Acquisition cost at 1 Jan. 2017 | 339.1 | 5.9 | 20.0 | 7.0 | 372.1 | |
| Transferred in merger | 0.3 | 0.5 | 0.8 | |||
| Additions | 171.8 | 2.9 | 0.0 | 174.6 | ||
| Disposals | –105.7 | –8.9 | –0.3 | –114.9 | ||
| Reclassifications | 0.1 | 0.1 | ||||
| Acquisition cost at 31 Dec. 2017 | 405.2 | 6.2 | 14.4 | 6.7 | 0.1 | 432.7 |
| Impairment at 1 Jan. 2017 | –0.5 | –4.1 | –0.1 | –4.7 | ||
| Additions | 0.0 | 0.0 | ||||
| Disposals | 0.2 | 0.1 | 0.2 | |||
| Impairment at 31 Dec. 2017 | –0.4 | –4.1 | 0.0 | –4.5 | ||
| Book value at 31 Dec. 2017 | 404.8 | 6.2 | 10.3 | 6.7 | 0.1 | 428.2 |
| EUR million | 2018 | 2017 |
|---|---|---|
| Materials and supplies | 11 0 |
14 5 |
| Finished goods | 35 7 |
36 1 |
| 46 7 |
50 6 |
| EUR million | 2018 | 2017 | |
|---|---|---|---|
| Receivables from Group companies | |||
| Loan receivables | 3 4 |
1 8 |
|
| Receivables from others | |||
| Trade receivables | 71 2 |
62 5 |
|
| Prepayments and accrued income (1 | 16 0 |
19 0 |
|
| Other receivables | 1 8 |
0 2 |
|
| 89 0 |
81 7 |
109 | |
| 92 4 |
83 5 |
||
| 1) Breakdown of prepayments and accrued income | |||
| Rent advances | 8 3 |
8 0 |
|
| Transaction costs and losses related to loan issuance | 7 4 |
10 5 |
|
| Others | 0 4 |
0 5 |
|
| 16 0 |
19 0 |
| EUR million | 2018 | 2017 |
|---|---|---|
| Receivables from Group companies | ||
| Loan receivables | 5 8 |
9 5 |
| Trade receivables | 2 7 |
5 8 |
| Prepayments and accrued income | 0 9 |
1 1 |
| Other receivables | 18 0 |
10 5 |
| 27 5 |
26 9 |
|
| Receivables from associated companies | ||
| Trade receivables | 0 0 |
0 1 |
| 0 0 |
0 1 |
|
| Receivables from others | ||
| Trade receivables | 293 0 |
282 3 |
| Loan receivables | 0 0 |
1 3 |
| Prepayments and accrued income (1 | 42 0 |
35 8 |
| Other receivables | 4 9 |
4 9 |
| 339 9 |
324 3 |
|
| 367 4 |
351 3 |
|
| 1) Breakdown of prepayments and accrued income | ||
| Interest | 0 0 |
0 1 |
| Rent advances | 1 6 |
1 6 |
| Transaction costs and losses related to loan issuance | 3 2 |
3 6 |
| Taxes | 3 9 |
0 8 |
| Other business expense advances | 33 3 |
29 6 |
| 42 0 |
35 8 |
| EUR million | 2018 | 2017 |
|---|---|---|
| Share capital at 1 Jan | 83 0 |
83 0 |
| Share capital at 31 Dec | 83 0 |
83 0 |
| Treasury shares at 1 Jan | –140 0 |
–142 7 |
| Disposal of treasury shares | 4 6 |
2 7 |
| Treasury shares at 31 Dec | –135 4 |
–140 0 |
| Reserve for invested non-restricted equity at 1 Jan | 77 8 |
77 8 |
| Reserve for invested non-restricted equity at 31 Dec | 77 8 |
77 8 |
| Contingency reserve at 1 Jan | 3 4 |
3 4 |
| Contingency reserve at 31 Dec | 3 4 |
3 4 |
| Retained earnings at 1 Jan | 379 3 |
381 6 |
| Dividend distribution | –263 6 |
–239 6 |
| Withdrawal of dividend liabilities | 0 5 |
0 5 |
| Disposal of treasury shares | –4 6 |
–2 7 |
| Retained earnings at 31 Dec | 111 6 |
139 8 |
| Profit for the period | 622 2 |
239 6 |
| Total shareholder's equity | 762 6 |
403 6 |
| Distributable earnings | ||
| Retained earnings | 111 6 |
139 8 |
| Treasury shares | –135 4 |
–140 0 |
| Reserve for invested non-restricted equity | 77 8 |
77 8 |
| Development costs | –13 9 |
–8 2 |
| Profit for the period | 622 2 |
239 6 |
| 662 3 |
309 0 |
| EUR million | 2018 | 2017 |
|---|---|---|
| Provision for unemployment pensions | 2.9 | 2.8 |
| Other provisions (1 | 2.7 | 6.2 |
| 5.6 | 9.0 |
1) Other provisions consist of salaries, including related statutory employee costs for employees not required to work during their severance period, and a provision for other operating expenses.
Provisions of EUR 5.2 (3.6) million were used and EUR 3.6 (1.7) million were reversed as unused in 2018.
| EUR million | 2018 | 2017 |
|---|---|---|
| Interest-bearing | ||
| Liabilities to others | ||
| Bonds | 600.0 | 780.0 |
| Loans from financial institutions | 250.0 | 150.0 |
| 850.0 | 930.0 | |
| Non-interest bearing | ||
| Liabilities to others | ||
| Trade payables | 24.6 | 13.2 |
| Accruals and deferred income (1 | 6.8 | 6.6 |
| 31.4 | 19.8 | |
| 881.4 | 949.8 | |
| Liabilities maturing after five years | ||
| Bonds | 300.0 | 300.0 |
| Loans from financial institutions | 100.0 | 150.0 |
| 400.0 | 450.0 | |
| 1) Breakdown of accruals and deferred income | ||
| Rent advances | ||
| 6.8 | 6.6 |
| THE REPORT OF THE | CONSOLIDATED | PARENT COMPANY | SHARES AND | BOARD'S PROPOSAL FOR | AUDITOR'S |
|---|---|---|---|---|---|
| BOARD OF DIRECTORS | FINANCIAL STATEMENTS / FINANCIAL STATEMENTS / | SHAREHOLDERS | DISTRIBUTION OF PROFITS | REPORT |
| EUR million | 2018 | 2017 |
|---|---|---|
| Interest-bearing | ||
| Liabilities to Group companies | ||
| Group account | 174 2 |
102 5 |
| Other liabilities | 26 2 |
|
| 174 2 |
128 7 |
|
| Liabilities to others | ||
| Loans from financial institutions | 59 1 |
|
| Bonds | 180 0 |
|
| Commercial paper | 107 0 |
115 0 |
| 287 0 |
174 1 |
|
| 461 2 |
302 7 |
|
| Non-interest bearing | ||
| Liabilities to Group companies | ||
| Trade payables | 6 3 |
14 5 |
| Accruals and deferred income | 0 0 |
0 0 |
| Other liabilities | 20 9 |
2 1 |
| 27 2 |
16 6 |
|
| Liabilities to Associated companies | ||
| Trade payables | 0 0 |
0 1 |
| 0 0 |
0 1 |
|
| Liabilities to others | ||
| Advances received | 0 6 |
0 7 |
| Trade payables | 144 4 |
162 6 |
| Accruals and deferred income (1 | 55 3 |
50 3 |
| Other liabilities | 63 3 |
51 9 |
| 263 6 |
265 5 |
|
| 290 8 |
282 2 |
|
| 752 0 |
585 0 |
|
| 1) Breakdown of accruals and deferred income | ||
| Employee benefit expenses | 40 3 |
37 4 |
| Interest | 11 0 |
11 1 |
| Direct taxes | 1 6 |
0 1 |
| Rent advances | 1 2 |
1 2 |
| Advance income | 0 5 |
0 5 |
| Others | 0 6 |
0 1 |
| 55 3 |
50 3 |
Collateral
| EUR million | 2018 | 2017 |
|---|---|---|
| On behalf of own commitments | ||
| Bank deposits | 0 3 |
2 3 |
| On behalf of others | ||
| Guarantees | 0 5 |
|
| 0 3 |
2 8 |
| EUR million | 2018 | 2017 |
|---|---|---|
| Lease liabilities on telecom networks (1 | ||
| Due within one year | 0 2 |
0 2 |
| Due later than one year and up to five years | 0 2 |
0 3 |
| 0 3 |
0 5 |
|
| Other lease liabilities (2 | ||
| Due within one year | 4 7 |
5 7 |
| Due later than one year and up to five years | 8 1 |
8 3 |
| 12 8 |
14 0 |
|
| Repurchase obligations | 0 0 |
|
| Letter of credit | 0 1 |
0 1 |
| Real estate leases (3 | ||
| Due within one year | 23 7 |
24 4 |
| Due later than one year and up to five years | 38 5 |
40 5 |
| Due later than five years | 83 7 |
87 7 |
| 145 9 |
152 6 |
|
| Total lease liabilities | 159 1 |
167 1 |
1) Consists of certain individualised mobile network equipment and access fees for backbone connections .
2) Consist mainly of car and IT equipment leases .
.
3) Real estate leases comprise rental agreements relating to business, office and telecom premises .
Real estate leases are presented at nominal amounts .
Rental liabilities are exclusive of value added tax, except vehicle leasing liabilities .
| EUR million | 2018 | 2017 |
|---|---|---|
| Electricity derivatives | ||
| Nominal value | 2.5 | 2.4 |
| Fair value recognised on the balance sheet | 0.4 | –0.2 |
Elisa hedges electricity purchases through physical purchase agreements and derivatives. The electricity price risk is assessed for a five-year period. Electricity derivatives are subject to hedge accounting.
| The hedging rate for electricity purchases in the following years,% | 2018 | 2017 |
|---|---|---|
| 0–1 years | 88.5 | 81.3 |
| 1–2 years | 54.3 | 41.8 |
| 2–3 years | 0.0 | 0.0 |
| 3–4 years | 0.0 | 0.0 |
| 4–5 years | 0.0 | 0.0 |
| If the market price of electricity derivatives changes by +/- 10 per cent from the balance sheet date of 31 December 2018, it would contribute |
EUR +/- 0.1 (+/-0.2) million to 2018 equity. The impact has been calculated before tax.
On 31 December 2018, VAT refund liability related to real estate investments was EUR 28.8 (29.2 ) million.
The company's paid-up share capital registered in the Trade Register stood at EUR 83,033,008 at the end of the financial year.
According to the Articles of Association, the minimum number of shares is 50,000,000 and the maximum is 1,000,000,000. At the end of the financial year, the number of Elisa Corporation shares was 167,335,073, all within one share series.
On 12 April 2018, the Annual General Meeting authorised the Board of Directors to decide on a new share issue, transfer of treasury shares owned by the company and/or granting of special rights referred to in Chapter 10, Section 1 of the Finnish Companies Act subject to the following: The authorisation allows the Board of Directors to issue a maximum of 15,000,000 shares in one or several issues. The share issue and shares granted by virtue of special rights are included in the aforementioned maximum number. The maximum number is approximately 9 per cent of the entire stock. The share issue can be free or for consideration and can also be directed to the Company itself. The authorisation entitles the Board to make a directed issue. The authorisation may be used for making acquisitions or implementing other arrangements related to the Company's business, to finance investments, to improve the Company's financial structure, or for other purposes decided by the Board of Directors. The Board of Directors shall have the right to decide on all other matters related to the share issue. The authorisation shall be in force until 30 June 2020 and it annuls the
authorisation given by the Annual General Meeting to the Board of Directors on 31 March 2016.
On 12 April 2017, the Annual General Meeting authorised the Board of Directors to decide on the acquisition of treasury shares subject to the following: The Board of Directors may decide to acquire or pledge on non-restricted equity a maximum of 5,000,000 treasury shares. The acquisition may take place as one or several blocks of shares. The consideration payable for the shares shall not be more than the ultimate market price. In purchasing the Company's own shares derivative, share lending and other contracts customary in the capital market may be concluded pursuant to law and the applicable legal provisions. The authorisation entitles the Board of Directors to pass a resolution to purchase the shares by making an exception to the purchase of shares relative to the current holdings of the shareholders. The treasury shares may be used for making acquisitions or implementing other arrangements related to the Company's business, to finance investments, to improve the Company's financial structure, to be used as part of the incentive compensation plan, or for the purpose of otherwise assigning or cancelling the shares. The Board of Directors shall have the right to decide on all other matters related to the purchase of the Company's own shares. The authorisation is in force until 30 June 2019, and it annuls the authorisation given by the Annual General Meeting to the Board of Directors on 6 April 2017.
At t he beginning of the financial period, Elisa held 7,801,397 treasury shares.
The Annual General Meeting held on 12 April 2018 authorised the Board of Directors to acquire and assign treasury shares. The
authorisation applies to a maximum of 5,000,000 treasury shares. On the basis of the authorisation, Elisa has not acquired any treasury shares.
A total of 230,843 treasury shares were disposed of and 41,267 shares were transferred from the unallocated account during the financial year.
At the end of the financial period, Elisa held 7,611,821 treasury shares.
The Elisa shares held by Elisa do not have any substantial impact on the distribution of holdings and votes in the Company. They represent 4.55 per cent of all shares and votes.
116 The aggregate number of shares held by Elisa's Board of Directors and the CEO on 31 December 2018 was 139,046 shares and votes, which represented 0.08 per cent of all shares and votes.
The Elisa share closed at EUR 36,08 on 31 December 2018. The highest quotation of the year was EUR 41,95 and the lowest EUR 31,68. The average price was EUR 36,34. Information is based on the share trades made on Nasdaq Helsinki stock exchange.
At the end of the financial year, the market capitalisation of Elisa's outstanding shares was EUR 6,037.4 million.
The Elisa share is quoted on the Main List of the Nasdaq Helsinki with the ticker ELISA. The aggregate volume of trading on the Nasdaq Helsinki between 1 January and 31 December 2018 was 104,878,940 shares for an aggregate price of EUR 3,811 million. The trading volume represented 62.7 per cent of the outstanding number of shares at the end of the financial year.
| Proportion of all | ||
|---|---|---|
| Number of shares | shares, % | |
| 1 Private companies |
4,389,973 | 2.62 |
| 2 Financial and insurance institutions |
3,446,141 | 2.06 |
| 3 Public corporations |
28,802,750 | 17.21 |
| 4 Non-profit organisations |
6,051,993 | 3.62 |
| 5 Households |
41,581,866 | 24.85 |
| 6 Foreign |
1,834,248 | 1.10 |
| 7 Nominee registered |
73,616,281 | 43.99 |
| Elisa Corporation, treasury shares | 7,611,821 | 4.55 |
167,335,073 100.00
Financial Statements
| Number of | ||||
|---|---|---|---|---|
| Size of holding | shareholders | % | Number of shares | % |
| 1–100 | 37,603 | 20.06 | 1,881,109 | 1.12 |
| 101–1 000 | 144,872 | 77.29 | 31,550,924 | 18.85 |
| 1,001–10,000 | 4,687 | 2.50 | 11,079,645 | 6.62 |
| 10,001–100,000 | 251 | 0.13 | 6,350,008 | 3.79 |
| 100,001–1,000,000 | 27 | 0.01 | 6,860,755 | 4.10 |
| 1,000,001– | 6 | 0.00 | 28,244,370 | 16.88 |
| Nominee registered | 73,616,281 | 43.99 | ||
| 187,446 | 100.00 | |||
| Elisa Common Clearing account (1 | 140,160 | 0.08 | ||
| Elisa Corporation, treasury shares | 7,611,821 | 4.55 | ||
| Issued amount | 167,335,073 | 100.00 |
1) Shares on the Common Clearing account include shares that had not been transferred to the share owners' book-entry accounts at the time of, or subsequent to, entering the shares into the Finnish book-entry system
| Name | Number of shares | % | ||
|---|---|---|---|---|
| 1 | Solidium Oy | 16,802,800 | 10.04 | |
| 2 | Varma Mutual Pension Insurance Company | 5,181,976 | 3.10 | |
| 3 | Ilmarinen Mutual Pension Insurance Company | 3,060,941 | 1.83 | |
| 4 | Swiss National Bank | 1,239,047 | 0.74 | |
| 5 | State Pension Fund | 1,130,000 | 0.68 | |
| 6 | City of Helsinki | 1,124,690 | 0.67 | |
| 7 | Elo Mutual Pension Insurance Company | 678,000 | 0.41 | |
| 8 | Åbo Akademi University Foundation sr | 518,200 | 0.31 | |
| 9 | OP-Finland mutual fund | 490,000 | 0.29 | |
| 10 | The Society of Swedish Literature in Finland | 480,300 | 0.29 | |
| 11 | Föreningen Konstsamfundet r.f. | 464,000 | 0.28 | |
| 12 | Nordea Pro Finland Fund | 454,735 | 0.27 | |
| 13 | Sigrid Juselius Foundation | 352,000 | 0.21 | |
| 14 | Nordea Finnish Passive Fund | 338,057 | 0.20 | 118 |
| 15 | Samfundet Folkhälsan i Svenska Finland rf | 315,263 | 0.19 | |
| 16 | City of Vantaa | 258,738 | 0.15 | |
| 17 | Seligson & Co Equity Fund | 257,525 | 0.15 | |
| 18 | KPY Sijoitus Oy | 257,163 | 0.15 | |
| 19 | OP Life Assurance Company Ltd | 220,798 | 0.13 | |
| 20 | Odin Finland | 212,227 | 0.13 | |
| 33,836,460 | 20.22 | |||
| Elisa Corporation, treasury shares | 7,611,821 | 4.55 | ||
| Elisa Personnel Fund | 114,146 | 0.07 | ||
| Elisa Common Clearing account (1 | 140,160 | 0.08 | ||
| Nominee registered | 73,616,281 | 43.99 | ||
| Shareholders not specified above | 52,016,205 | 31.09 | ||
| 167,335,073 | 100.00 |
1) Shares on Common Clearing account include shares which have not been transferred to the share owners' book-entry accounts at the time of, or subsequent to, entering the shares into the Finnish book-entry system.
On 27 February 2017, BlackRock, Inc gave a notice in accordance with Chapter 9, Section 5 of the Finnish Securities Market Act, that the direct share ownership of Elisa Corporation shares owned by BlackRock, Inc. was 8,533,440 and by its funds 1,232,577 shares, totaling 9,766,017 shares, which was 5.84 per cent of Elisa Corporation's entire stock.
1) Rebalanced to Elisa share
Share trading volumes are based on the trades made on Nasdaq Helsinki . Elisa share is also traded in alternative marketplaces .
According to the consolidated balance sheet of 31 December 2018, the parent company's shareholders' equity is EUR 762,626,415.95 ,of which distributable funds account for EUR 662,285,973.46.
The parent company's profit for the period from 1 January to 31 December 2018 was EUR 622,182,957.33. The Board of Directors proposes to the General Meeting of Shareholders that the distributable funds be used as follows:
Helsinki, 30 January 2019
| Raimo Lind | Clarisse Berggårdh | Petteri Koponen |
|---|---|---|
| Chairman of the Board of Directors | ||
| Leena Niemistö | Seija Turunen | Anssi Vanjoki |
| Antti Vasara | Veli-Matti Mattila President and CEO |
We onducted our audit in accordance with good auditing practice in Finland. Our responsibilities under good auditing practice are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report.
We are independent of the parent company and of the group companies in accordance with the ethical requirements that are applicable in Finland and are relevant to our audit, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
In our best knowledge and understanding, the non-audit services that we have provided to the parent company and group companies are in compliance with laws and regulations applicable in Finland regarding these services, and we have not provided any prohibited non-audit services referred to in Article 5(1) of regulation (EU) 537/2014. The non-audit services that we have provided have been disclosed in note 2.5 to the consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
The scope of our audit was influenced by our application of materiality. The materiality is determined based on our professional judgement and is used to determine the nature, timing and extent of our audit procedures and to evaluate the effect of identified misstatements on the financial statements as a whole. The level of materiality we set is based on our assessment of the magnitude of misstatements that, individually or in aggregate, could reasonably
be expected to have influence on the economic decisions of the users of the financial statements. We have also taken into account misstatements and/or possible misstatements that in our opinion are material for qualitative reasons for the users of the financial statements.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. The significant risks of material misstatement referred to in the EU Regulation No 537/2014 point (c) of Article 10(2) are included in the description of key audit matters below.
We have also addressed the risk of management override of internal controls. This includes consideration of whether there was evidence of management bias that represented a risk of material misstatement due to fraud.
TO THE ANNUAL GENERAL MEETING OF ELISA CORPORATION
We have audited the financial statements of Elisa Corporation (business identity code 0116510-6) for the year ended 31 December 2018. The financial statements comprise the consolidated balance sheet, income statement, statement of comprehensive income, statement of changes in equity, statement of cash flows and notes, including a summary of significant accounting policies, as well as the parent company's balance sheet, income statement, statement of cash flows and notes. In our opinion
Our opinion is consistent with the additional report submitted to the Audit Committee.
SHARES AND SHAREHOLDERS
• We assessed critically those management judgments and the assumptions made, which were used to prepare the cash flow projections for the coming years. In addition, we compared previous years' estimates to the actual amounts to be able to evaluate the reliability of the estimating methods applied.
BOARD'S PROPOSAL FOR
REPORT
Revenue recognition accrual is partially based on estimates from the management's past experience.
We evaluated the sales-related IT control environment and the key controls in the billing process over the completeness and accuracy of revenue.
CONSOLIDATED FINANCIAL STATEMENTS
THE REPORT OF THE BOARD OF DIRECTORS
The Board of Directors and the Managing Director are responsible for the preparation of consolidated financial statements that give a true and fair view in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU, and of financial statements that give a true and fair view in accordance with the laws and regulations governing the preparation of financial statements in Finland and comply with statutory requirements. The Board of Directors and the Managing Director are also responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Board of Directors and the Managing Director are responsible for assessing the parent company's and the group's ability to continue as going concern, disclosing, as applicable, matters relating to going concern and using the going concern basis of accounting. The financial statements are prepared using the going concern basis of accounting unless there is an intention to liquidate the parent company or the group or cease operations, or there is no realistic alternative but to do so.
Our objectives are to obtain reasonable assurance on whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with good auditing practice will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements..
As part of an audit in accordance with good auditing practice, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
SHARES AND SHAREHOLDERS
DISTRIBUTION OF PROFITS PARENT COMPANY
FINANCIAL STATEMENTS AUDITOR'S
events or conditions may cause the parent company or the group to cease to continue as a going concern.
REPORT
BOARD'S PROPOSAL FOR
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
We were first appointed as auditors by the Annual General Meeting on 31 March 2004, and our appointment represents a total period of uninterrupted engagement of 15 years. The current auditor in charge, Toni Aaltonen, Authorised Public Accountant, KHT, was elected on 6 April 2017.
The Board of Directors and the Managing Director are responsible for the other information. The other information comprises the report of the Board of Directors and the information included in the Annual Report, but does not include the financial statements and our auditor's report thereon. We have obtained the report of the Board of Directors prior to the date of this auditor's report, and the Annual Report is expected to be made available to us after that date. Our opinion on the financial statements does not cover the other information.
In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
With respect to the report of the Board of Directors, our responsibility also includes considering whether the report of the Board of Directors has been prepared in accordance with the applicable laws and regulations.
In our opinion, the information in the report of the Board of Directors is consistent with the information in the financial statements and the report of the Board of Directors has been prepared in accordance with the applicable laws and regulations.
If, based on the work we have performed on the other information that we obtained prior to the date of this auditor's report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Helsinki, 30 January 2019 KPMG Oy Ab
TONI AALTONEN Authorised Public Accountant, KHT
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