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Tele2 Interim / Quarterly Report 2013

Feb 7, 2014

2981_10-k_2014-02-07_1d418ddc-d9aa-43af-83f4-acc97c224d91.pdf

Interim / Quarterly Report

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Full Year and Fourth Quarter 2013 Report

Solid profitability based on good progress in mobile

Accelerated monetization of mobile data

Q4 2013 HIGHLIGHTS

Strong mobile end-user service revenue growth for the Group

■ In the quarter, mobile end-user service revenue grew by 5 percent amounting to SEK 3,724 (3,536) million. This trend was driven by positive usage of mobile data, compensating less revenue from mobile voice and SMS.

Improved operational performance in Tele2 Sweden

■ Mobile end-user service revenue in Sweden grew by 3 percent Q4 2013. The mobile EBITDA contribution in the quarter was SEK 722 (748) million, due to increased marketing spend and a shift from pay-as-you-go to bucket price plans.

Maintained strong customer intake within mobile for Tele2 Netherlands

■ Tele2 Netherlands continued its marketing push within the mobile segment, accelerating its customer intake to 62,000 (55,000) customers and taking the total mobile customer base to 694,000 (478,000). Mobile net sales amounted to SEK 447 (288) million and mobile end-user service revenue grew by 65 percent in Q4 2013.

License award disappointment for Tele2 in Norway

■ The network roll-out continued at a rapid pace, now covering approximately 75 percent of the population. Traffic on own infrastructure amounted to 43 percent in the quarter. Tele2 Norway did not obtain any frequencies in the multiband auction held in December. The company will continue its operations with existing frequency resources and maintain commercial efforts to further develop the business.

Robust revenue growth in Tele2 Kazakhstan and positive EBITDA in December

■ Tele2 Kazakhstan continued to work to improve its commission structure, leading to a gradually better result in the quarter. Still, the net effect on customer intake was negative, leading to an outflow of -393,000 (361,000) users. Mobile net sales grew by 24 percent in Q4 2013 amounting to SEK 365 (294) million. Mobile end-user service revenue grew by 33 percent. Thanks to improved operational scale and lower interconnect levels, EBITDA losses were reduced to SEK -7 (-83) million and the company had positive EBITDA for the first time in December.

The Board of Directors recommend a dividend for 2013 amounting to SEK 4.40

■ The Board of Tele2 AB has decided to recommend an ordinary dividend of SEK 4.40 (7.10) per share in respect of the financial year 2013.

Key Financial Data Q4

Q4 FY
SEK million 2013 2012 % 2013 2012 %
Net sales 7,568 7,873 –4 29,871 30,742 –3
Net sales excluding exchange rate differences 7,568 7,831 –3 29,871 30,371 –2
EBITDA 1,461 1,444 1 5,990 6,240 –4
EBITDA excluding exchange rate differences 1,461 1,472 –1 5,990 6,239 –4
EBIT 586 576 2 2,192 1,975 11
EBIT excluding one-off items (see Note 2) 575 579 –1 2,626 2,533 4
Net profit/loss 169 216 –22 655 976 –33
Earnings per share, after dilution (SEK) 0.36 0.48 –25 1.45 2.18 –33

The figures presented in this report refer to Q4 2013 and continuing operations unless otherwise stated. The figures shown in parentheses refer to the comparable periods in 2012.

Net sales Q4 2013 7,568 SEK million

EBITDA Q4 2013 1,461 SEK million

CEO Word, Q4 2013

From an operational perspective Q4 2013 was stable and in line with our expectations. Mobile enduser service revenue growth was maintained at a healthy 5 percent. We balanced our marketing efforts to meet the demands of our customers in the holiday season while maintaining our rigorous discipline on cost. EBITDA for the period expanded 1 percent to SEK 1,461 (1,444) million.

Tele2's Swedish operation is maintaining its strong drive to transform the business into the leader in mobile data. During the quarter, we delivered solid mobile end-user service revenue growth and improved choice and transparency in our service offers. We converted customers to 4G, which provides superior service quality. Moreover, we invested further in our network capabilities through LTE 800 and 1800.

Our aim in the Netherlands is to maintain a solid consumer fixed broadband operations, continue to take market share within the business segment, and to increase momentum within the mobile operations. Our mobile network roll-out is proceeding according to plan, with several hundred sites ready to start carrying 4G traffic. In 2014 we

will continue to invest into the Dutch market to pursue mobile growth opportunities even further.

Tele2 Kazakhstan is focused on network roll-out and customer management. The network team has rolled out almost 600 new sites this year. Soon we will have the same population coverage as our competitors. On the customer management side, we changed commission structure in Q3 2013 to improve the quality of the customer base, which resulted in higher ARPU levels in the current quarter. Additionally, the business achieved an important milestone by breaking-even on EBITDA in December.

"I see 2014 as a year when we remove uncertainty around Tele2. The Netherlands and Kazakhstan need to maintain their momentum within mobile. Tele2 Sweden will cement its position as the leader in mobile data services. The situation in Norway will be addressed in a way that maximizes value for shareholders."

Our Norwegian operation performed well this quarter delivering on network roll-out and on-net traffic targets as well as customer experience. Despite a changed game plan, our commercial efforts remain intact and we believe that the current set-up allows us to develop a profitable business.

I would also like to highlight the turnaround that we are beginning to see in Croatia. The local management team has done a fantastic job and hopefully this is the start of a solid value creation trend in Croatia.

I see 2014 as a year when we remove uncertainty around Tele2. The Netherlands and Kazakhstan need to maintain their momentum within mobile. Tele2 Sweden will cement its position as the leader in mobile data services. The situation in Nor-

way will be addressed in a way that maximizes value for shareholders. An overarching goal for all our operations, big or small, is to continue the hard work of striving to always be the trusted partner of consumers and businesses.

Mats Granryd President and CEO

SIGNIFICANT EVENTS | Q4 SUBSEQUENT EVENTS

■ Tele2 Norway did not obtain any resources in the multiband frequency auction held in Norway on December 2nd. The company will continue its operations with existing frequency resources and maintain commercial efforts to further develop the business.

■ Tele2 Sweden announced the sale of its residential cable and fiber operations to Telenor, including its residential customers. Tele2's fiber infrastructure and customers on the business side were not part of the transaction. The total cash

consideration for the divested assets amounted to SEK 792 million and will together with the estimated gain of 250 MSEK be recognized in January 2014.

■ Günther Vogelpoel, Executive Vice President and CEO of Tele2 Netherlands, decided to leave the company and Ernst Jan van Rooijen, CFO of Tele2 Netherlands, was appointed Acting CEO.

■ Tele2 launched a global M2M solution, initially addressing the Swedish, Norwegian and Dutch markets.

■ In January 2014, the sale of Tele2 Sweden's residential cable and fiber operations in Sweden was finalized.

Financial Overview

Tele2's financial performance is driven by a persistent focus on developing mobile services on own infrastructure, complemented in certain countries by fixed broadband services and business-to-business offerings. Mobile net sales, which grew compared to the same period last year, combined with greater efforts to develop mobile services on own infrastructure have had a positive impact on Tele2's EBITDA. The Group will concentrate on maximizing the return from fixed-line operations to balance the ongoing subscriber attrition of our customer base.

Net customer intake amounted to -492,000 (118,000) in Q4 2013. The customer intake in mobile services amounted to -417,000 (344,000). This development was mainly driven by negative customer intake in Tele2 Kazakhstan, mainly due to changed commission structure for retail vendors. The fixed broadband customer base decreased by -22,000 (-24,000) customers in Q4 2013, primarily attributable to Tele2's operations in the Netherlands. As expected, the number of fixed telephony customers fell in Q4 2013. On December 31, 2013 the total customer base amounted to 14,764,000 (15,446,000).

Net sales in Q4 2013 amounted to SEK 7,568 (7,873) million. The net sales development was mainly a result of lower interconnect levels within mobile services and negative net sales development within consumer fixed broadband and fixed telephony. However, end-user service revenue continued to grow for mobile services.

EBITDA in Q4 2013 amounted to SEK 1,461 (1,444) million, equivalent to an EBITDA margin of 19 (18) percent. The EBITDA development was negatively affected by SEK -35 million due to restructuring costs for employees in Tele2 Norway. The operational development was also affected by expansion costs in the mobile segment, tougher competition in the fixed broadband segment and a decreasing fixed telephony customer base.

EBIT in Q4 2013 amounted to SEK 575 (579) million excluding oneoff items. Including one-off items, EBIT amounted to SEK 586 (576) million.

Profit before tax in Q4 2013 amounted to SEK 424 (381) million.

Net profit in Q4 2013 amounted to SEK 169 (216) million. Reported tax for Q4 2013 amounted to SEK -255 (-165) million. Tax payment affecting cash flow amounted to SEK -109 (-497) million.

Cash flow after CAPEX in Q4 2013 amounted to SEK 507 (529) million mainly affected by mobile network roll-outs in Sweden, the Netherlands, Norway and Kazakhstan.

CAPEX in Q4 2013 amounted to SEK 1,255 (1,080) million, driven principally by further network expansion in Sweden, the Netherlands, Norway and Kazakhstan.

Net debt amounted to SEK 8,007 (15,745) million on December 31, 2013, or 1.34 times 12-month rolling EBITDA. Tele2's available liquidity amounted to SEK 9,306 (12,933) million (see Note 3 for further information on financial debt).

EBITDA/EBITDA margin

Net sales

Financial Guidance

The two year financial guidance for 2014 and 2015 that Tele2 provided in April 2013 was undertaken in connection with the disposal of our Russian business, which generated a one-time gain of SEK 13.9 billion and distribution to shareholders of SEK 12.5 billion. Recently, as a consequence of the uncertainty arising from the developments in our Norwegian business, we decided to bring our guidance policy back into line with our peer group and providing current year group consolidated net sales, EBITDA and CAPEX.

Accordingly, the following assumptions should be taken into account when estimating the 2014 results of the Group:

  • Tele2 expects total revenue of approximately SEK 30.0 billion.
  • Tele2 expects EBITDA of approximately SEK 6.0 billion.
  • Tele2 forecasts a CAPEX level of approximately SEK 4.5 billion.

The result of the Norwegian license auction and the sale of residential cable and fiber operations in Sweden have been taken into account in the forward looking statement for 2014.

Shareholder remuneration

Tele2 will seek to pay a progressive ordinary dividend of 50 percent or more of net income excluding one-off items. Extraordinary dividends and the authority to purchase Tele2's own shares will be sought when the anticipated total return to shareholders is deemed to be greater than the achievable returns from the deployment of the capital within the Group's operations or the acquisition of assets within Tele2's economic requirements.

In respect of the financial year 2013, the Board of Tele2 AB has decided to recommend an ordinary dividend payment of SEK 4.40 (7.10) per ordinary A or B share to the Annual General Meeting (AGM) in May 2014.

Balance sheet

Tele2 has a target net debt to EBITDA ratio of between 1.25 and 1.75 times over the medium term. The Group's longer term financial leverage should be in line with the industry and the markets in which it operates, and reflect the status of its operations, future strategic opportunities and obligations.

Financial summary

SEK million Note Q4 2013 Q4 2012 FY 2013 FY 2012
Mobile1)
Net customer intake (thousands) –417 344 614 2,492
Net sales 5,538 5,532 21,487 20,920
EBITDA 943 833 3,846 3,687
EBIT 300 265 1,567 1,173
CAPEX 6 889 783 3,957 2,528
Fixed broadband1)
Net customer intake (thousands) –22 –24 –86 –69
Net sales 1,239 1,346 5,025 5,566
EBITDA 313 321 1,194 1,357
EBIT 121 96 350 450
CAPEX 200 135 585 584
Fixed telephony1)
Net customer intake (thousands) –53 –202 –273 –541
Net sales 507 662 2,201 2,865
EBITDA 142 212 669 966
EBIT 122 184 585 857
CAPEX 24 14 76 45
Total
Net customer intake (thousands) –492 118 255 1,882
Net sales 7,568 7,873 29,871 30,742
EBITDA 1,461 1,444 5,990 6,240
EBIT 2) 2 575 579 2,626 2,533
CAPEX 6 1,255 1,080 5,169 3,704
EBT 424 381 1,578 1,422
Net profit 169 216 655 976
Cash flow from operating activities,
continued operations
1,520 1,010 5,090 4,967
Cash flow from operating activities, total operations 1,520 1,815 5,813 8,679
Cash flow after CAPEX, continued operations 6 507 –101 165 1,684
Cash flow after CAPEX, total operations 507 529 572 4,070

1) Excluding one-off items (see section EBIT on page 21).

2) Total EBIT includes result from sale of operations and other one-off items stated under the segment reporting section of EBIT (page 22).

Overview by country

NET SALES LESS EXCHANGE RATE FLUCTUATIONS

Total 7,568 7,873 –4% 29,871 30,742 –3%
FX effects 42 –1% 371 –1%
operations 7,568 7,831 –3% 29,871 30,371 –2%
Continued
Other 35 68 –49% 148 324 –54%
Germany 226 231 –2% 867 939 –8%
Austria 306 343 –11% 1,244 1,345 –8%
Estonia 172 234 –26% 674 881 –23%
Latvia 230 284 –19% 915 1,025 –11%
Lithuania 327 312 5% 1,280 1,197 7%
Croatia 396 363 9% 1,397 1,303 7%
Kazakhstan 365 279 31% 1,344 901 49%
Norway 983 1,123 –12% 4,114 4,524 –9%
Netherlands 1,372 1,365 1% 5,435 5,234 4%
Sweden 3,156 3,229 –2% 12,453 12,698 –2%
Q4 Q4* Growth Full Year Full Year* Growth
2013 2012 2013 2012

* Adjusted for fluctuations in exchange rates.

Sweden

Mobile In Q4 2013, mobile net sales amounted to SEK 2,589 (2,583) million. Tele2 Sweden showed strong mobile end-user service revenue growth of 3 percent and the EBITDA contribution reached SEK 722 (748) million in the quarter.

The postpaid segment was characterized by increased activity in consumer pricing compared to the previous quarter. The shift from pay as you go to bucket price plans persisted during the quarter, with 57 percent of the postpaid residential customer stock now on bucket price plans. Tele2 Sweden maintained its lead in this transition and is well positioned to monetise on customers' growing data demand.

The trend of shifting from pre- to postpaid stabilised during the quarter as bucket pricing contributed overall to reducing the difference between pre- and postpaid. Furthermore, Tele2 Sweden was the first operator ever in Europe to launch an EU bucket pricing plan (Comviq's Fastpris EU). In its sustained efforts to become more customer friendly, Tele2 Sweden was the first operator in the country to abolish operator-locked phones.

The share of 4G-enabled handsets sold was 84 percent in the postpaid residential segment, demonstrating the continuous demand for high speed data. The introduction of Real Time Rating has allowed Tele2 Sweden to further develop the purchase experience and capture new revenue streams based on the increase of data consumption.

The Comviq brand kept rolling out its distribution concept together with Reitan Convenience nationwide, which has been well received by customers and enabled sales to a wider audience. Tele2 Sweden also opened its 57th Tele2 Store, further strengthening the presence of the Tele2 brand in the Swedish market.

Tele2 Sweden continued to leverage on the combined 2G and 4G networks in the joint venture Net4Mobililty, which covers 99 percent of the population and is the most extensive 4G network in the country. During the quarter, Tele2 Sweden continued the roll-out of both LTE800 and LTE1800, which will further strengthen the network in terms of 4G capacity and coverage.

In the business segment, Tele2 Sweden saw healthy growth, mainly driven by Cloud PBX solutions, both in the SME and the large enterprise segments. In general, however, the Swedish market showed slow customer movements compared to the same period last year.

EBITDA LESS EXCHANGE RATE FLUCTUATIONS

2013 2012 2013 2012
Q4 Q4* Growth Full Year Full Year* Growth
Sweden 858 859 3,448 3,365 2%
Netherlands 342 370 –8% 1,251 1,540 –19%
Norway –17 –17 121 204 –41%
Kazakhstan –7 –75 91% –138 –360 62%
Croatia 22 9 144% 95 60 58%
Lithuania 102 90 13% 461 429 7%
Latvia 72 91 –21% 292 354 –18%
Estonia 37 56 –34% 161 236 –32%
Austria 65 81 –20% 308 332 –7%
Germany 32 43 –26% 138 277 –50%
Other –45 –35 –29% –147 –198 26%
Continued
operations 1,461 1,472 –1% 5,990 6,239 –4%
FX effects –28 2% 1
Total 1,461 1,444 1% 5,990 6,240 –4%

Fixed broadband During the year, Tele2 Sweden decided to divest its residential cable and fiber operations in order to build and focus on its competitive advantage in the mobile segment. The fixed broadband customer base had a stable development in Q4 2013 with an EBITDA contribution of SEK 55 (14) million.

Fixed telephony The EBITDA contribution in the quarter amounted to SEK 55 (72) million. Tele2 Sweden saw, as expected, a continued decrease in demand for fixed telephony as a consequence of the increased demand for mobile bucket price plans.

The Netherlands

Tele2 Netherlands continued to show strong mobile growth in Q4 2013. While deploying its 4G network roll-out and carrying out other preparatory actions to become the new mobile network operator in the Netherlands, the company pursued its strong commercial progress in the business segment with the addition of new contracts and contract renewals of large corporate and governmental organisations. Tele2 Netherlands constantly evaluates and optimizes its products and services to adapt them to customer needs. Tele2 Netherlands' focus on customer experience resulted in a substantially higher satisfaction rate. One of the most visible changes was the relaunch of the Dutch website, incorporating customer insights in its navigation and content.

Mobile In Q4 2013, Tele2 Netherlands showed its ninth consecutive quarter of mobile growth with a net intake of 62,000 (55,000) customers. The total growth in 2013 amounted to 224,000, bringing the total mobile customer base to 694,000. This resulted in net sales of SEK 447 (288) and EBITDA amounted to SEK 26 (-28) million in Q4 2013.

MNO project The network roll-out is on track. In Q4 2013, the new mobile core was installed in Tele2's network. This important milestone enabled Tele2 to set up the first successful data tests on the 4G-only network.

Fixed Broadband Q4 2013 showed continuous pressure on the residential DSL base of Tele2 Netherlands. The decline in customers

was in line with market development. Tele2 Netherlands' focus on improving customer satisfaction resulted in substantially higher improvement rates. The company was able to add new contracts to its business customer base, like Feenstra, the largest Dutch energy service provider. It also renewed important contracts of existing customers such as the Van Gansewinkel Group, the Justice department and the national railroad company.

Norway

Mobile Tele2 Norway had a net intake of -3,000 (15,000), leading to a total customer base of 1,119,000 in the quarter.

In Q4 2013, Tele2 Norway reported net sales of SEK 929 (1,153) million. The decrease was mainly due to the reduction of termination rates and negative currency movement affecting net sales negatively.

Tele2 Norway reached an EBITDA contribution of SEK -20 (-28) million in Q4 2013. The EBITDA development was negatively affected by SEK -35 million due to restructuring costs for employees. Although the operational development was negatively impacted by lower termination rates, this was partly counterbalanced by lower national roaming as more traffic was carried on Tele2 Norway's own network.

Sales campaigns for all brands focused on bucket plans including "all you can eat" voice and SMS subscriptions. All brands aimed to increase the share of fixed fee subscriptions in order to secure revenue streams. At the end of the quarter, 77 percent of Tele2's and One Call's customers had fixed fee subscriptions. In Q4 2013, the company reached world-class customer service according to international benchmarks of customer satisfaction.

Traffic volume in Tele2 Norway's own network increased steadily during the quarter and approximately 43 percent of total traffic was on net. The network now covers approximately 75 percent of the population.

In the quarter, Tele2 Norway did not obtain any frequencies in the multiband auction held in December. The company will continue its operations with existing frequency resources and maintain commercial efforts to further develop the business.

Fixed telephony showed a decrease in net sales and profitability during Q4 2013, due to higher competition from mobile services. Fixed telephony had an EBITDA contribution of SEK 1 (12) million in the quarter.

Kazakhstan

Mobile In Q4 2013, Tele2 Kazakhstan continued to focus on revenue growth and on improving the quality of its customer base. Net sales amounted to SEK 365 (294) million, growing by 24 percent compared to the same period last year. The mobile end-user service revenue increased by 33 percent in the quarter. Tele2 Kazakhstan reached an important milestone - EBITDA break-even on a monthly basis in December, and EBITDA for the quarter amounted to SEK -7 (-83) million.

Tele2 Kazakhstan had a net intake of -393,000 (361,000). The negative net intake in Q4 2013 was due to high churn from promotional sales earlier in the year. During the quarter, the company focused on attracting higher quality subscribers.

ARPU improved by 43 percent compared to the same period last year. One of the main reasons behind this improvement was continued measures to attract better quality subscribers. The gross margin development saw further improvement in the quarter compared to the same period last year thanks to a better interconnect environment and data revenue growth.

Starting from January 2014, there will be a 15 percent reduction in mobile termination rates according to a Memorandum signed by the three operators in 2012.

Tele2 Kazakhstan continued its rapid network extension in Q4 2013. During the quarter, the number of base stations increased by almost 160. Tele2 Kazakhstan concentrated its efforts on expanding network coverage and improving network quality, voice and data capability in all regions of the country. Additionally, Tele2 Kazakhstan launched 2 new stores and with now a total of 55 stores the company provides a full range of customer services.

Croatia

Mobile Tele2 Croatia continued to improve its perception among customers and was considered "best value" in the quarter by a local agency. Operational performance continued to improve and the company had its third consecutive quarter with profitable growth. Mobile net sales grew by 10 percent and EBITDA contribution improved significantly to SEK 22 (9) million.

Tele2 Croatia's marketing efforts paid off in Q4 2013 as the total customer base grew by 5 percent, driving positive net sales and EBITDA development.

Lithuania

Mobile Tele2 Lithuania showed solid performance during Q4 2013. Despite fierce competition, Tele2 Lithuania maintained a stable customer base development.

Net sales increased by 8 percent to SEK 327 (304) million compared to the same period last year due to improved customer intake and better customer base management, despite the negative impact derived from lower interconnect rates.

In Q4 2013, Tele2 Lithuania had a healthy EBITDA margin of 31 (29) percent.

Due to intensified price pressure from competition, Tele2 Lithuania will work to further improve its retention activities. Furthermore, the company will continue to aggressively grow its market share in the business segment, benefiting from general price sensitivity among private companies and state-owned organizations.

Tele2 Lithuania successfully upgraded 85 percent of its network through a network swap of old equipment. The rest of the network will be upgraded by February 2014. The upgrade will then enable Tele2 Lithuania to provide all possible network services including 2G, 3G and 4G.

Latvia

Mobile During the quarter, Tele2 Latvia concentrated its efforts on several large scale infrastructure projects, resulting in higher capital investment compared to previous quarters. In Q4 2013, the EBITDA margin was 31 percent, a stable development compared to the same period last year. The company gained a stronger price leadership position in the market, and introduced new initiatives in customer service.

In the quarter, Tele2 Latvia secured the LTE 800 MHz frequency band for 18 years, thereby laying the foundation for the future development of LTE services.

The company completed a large infrastructure modernisation

project, which will allow its network to support all upcoming mobile services and standards.

Tele2 Latvia will continue to keep its active position in the market while maintaining its focus on efficiency, customer satisfaction and future development.

Estonia

Mobile Tele2 Estonia showed satisfactory financial performance during Q4 2013 under very difficult market conditions.

Net sales development stabilised as Tele2 Estonia carried out price changes for both data and voice services. As an example, Internet pricing without data bucket was modified from price per MB to price per day. Those changes were well received in the market.

Tele2 Estonia secured licenses in the 800 MHz bandwidth during an auction in January 2014, laying the foundation for the future development of LTE services. Tele2 Estonia continued to upgrade its network through a network swap of old equipment in order to provide the best voice and data service quality. The rest of the network will be upgraded by the end of Q2 2014. The upgrade will then enable Tele2 Estonia to provide all possible network services including 2G, 3G and 4G to Estonian customers.

Austria

Tele2 Austria concluded the year with a solid EBITDA and cash flow performance by registering total net sales in line with expectations and managing the underlying cost base. The company kept its focus on growth areas in the business and residential segments.

Tele2 Austria maintained its high customer satisfaction levels of about 84 percent on average.

Fixed broadband Tele2 Austria continued to successfully upsell high speed products to existing customers with high conversion rates due to the integration of new channels. During the quarter, the company launched an extended product portfolio, securing its customer base and net sales by the end of year better than forecasted.

Fixed telephony Successful retention and upselling activities led to a reduction in lost value and a slowdown in ARPU decline, especially in the fixed direct area.

Germany

During Q4 2013, Tele2 Germany pursued its transformation from a fixed centric into a fixed and mobile service provider. Besides the growth strategy in mobile, Tele2 Germany continued to focus on profitability in the fixed and broadband segments to resist the general declining market trend and maintain good profitability.

Mobile The mobile segment showed a stable growth rate in the quarter with a large intake share from the new mobile offers. Among all segments, the young mobile segment already provided the strongest net sales contribution in the fourth quarter. The intake of fixed-via-mobile products followed the increasing demand for voice and data bundles.

Fixed Broadband and Telephony In Q4 2013, both the fixed telephony (Carrier Pre-Selection and Open Call-by-Call) and the fixed broadband segments continued to show a strong financial performance in terms of cash flows and EBITDA margin. Furthermore, both segments delivered better-than-planned results thanks to successful customer base management.

Other Items

Risks and uncertainty factors

Tele2's operations are affected by a number of external factors. The risk factors considered to be most significant to Tele2's future development are operating risks, such as the availability of frequencies and telecom licences, price competition, integration of new business models, changes in regulatory legislation, operations in Kazakhstan, network sharing with other parties, and financial risks such as currency risk, interest risk, liquidity risk and credit risk. In addition to the risks described in Tele2's annual report for 2012 (see Directors' report and Note 2 of the report for a detailed description of Tele2's risk exposure and risk management), no additional significant risks are estimated to have developed.

Company disclosure

Tele2 AB (publ) Annual General Meeting 2014

The 2014 Annual General Meeting will be held on May 12, 2014 in Stockholm. Shareholders wishing to have a matter considered at the Annual General Meeting should submit their proposals in writing to [email protected] or to the Company Secretary, Tele2 AB (publ), P.O. Box 62, SE-164 94 Kista, Sweden, at least seven weeks before the Annual General Meeting for the proposal to be included in the notice to the meeting. Further details on how and when to register will be published in advance of the Annual General Meeting.

Nomination committee for the 2014 Annual General Meeting

In accordance with the resolution of the 2013 Annual General Meeting, Cristina Stenbeck has convened a Nomination Committee consisting of members appointed by the largest shareholders in Tele2 (wishing to appoint a member). The Nomination Committee was initially comprised of Cristina Stenbeck appointed by Investment AB Kinnevik; Åsa Nisell appointed by Swedbank Robur funds; Hans Ek appointed by SEB Investment Management. Since then, Nordea Investment Funds has increased its shareholdings to become one of the three largest shareholders in Tele2. Consequently, Mathias Leijon, appointed by Nordea Investment Funds, has joined the work of the Nomination Committee as an adjunct member.

The members of the Committee appointed Cristina Stenbeck as Committee Chairman at their first meeting. Information about the work of the Nomination Committee can be found on Tele2's corporate website at www.tele2.com. Shareholders wishing to propose candidates for election to the Board of Directors of Tele2 AB (publ) should submit their proposal in writing to [email protected] or to the Company Secretary, Tele2 AB (publ), P.O. Box 62, SE 164 94 Kista, Sweden.

Other

The annual report 2013 is expected to be released on March 28, 2014 and be available on www.tele2.com.

Tele2 will release its financial and operating results for the period ending March 31, 2014 on April 25, 2014.

Stockholm, February 7, 2014 Tele2 AB

Mike Parton Chairman

Lars Berg Mia Brunell Livfors John Hepburn Erik Mitteregger

John Shakeshaft Carla Smits-Nusteling Mario Zanotti

Mats Granryd President and CEO

Review Report

Introduction

We have reviewed the full year report for Tele2 AB (publ.) for the period January 1 - December 31, 2013. The Board of Directors and the President are responsible for the preparation and presentation of this full year report in accordance with IAS 34 and the Annual Accounts Act. Our responsibility is to express a conclusion on this full year report based on our review.

Scope of Review

We conducted our review in accordance with the International Standard on Review Engagements ISRE 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity. A review consists in making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review has a different focus

and is substantially less in scope than an audit conducted in accordance with ISA and other generally accepted auditing practices. The procedures performed in a review do not enable us to obtain a level of assurance that would make us aware of all significant matters that might be identified in an audit. Therefore, the conclusion expressed based on a review does not give the same level of assurance as a conclusion expressed based on an audit.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the full year report is not, in all material respects, prepared for the Group in accordance with IAS 34 and the Annual Accounts Act, and for the Parent Company in accordance with the Annual Accounts Act.

Stockholm, February 7, 2014 Deloitte AB

Thomas Strömberg Authorized Public Accountant

Q4 2013 PRESENTATION

Tele2 will host a presentation - with the possibility to join through a conference call - for the global financial community at 10:00 am CET (09:00 am GMT/04:00 am EST) on Friday, February 7, 2014. The presentation will be held in English and also made available as an audiocast on www.tele2.com.

Dial-in information

To ensure that you are connected to the conference call, please dial in a few minutes before the start of the conference call to register your attendance.

Dial-in numbers

Sweden: +46 8 505 564 74 UK: +44 203 364 5374 US: +1 855 753 2230

CONTACTS

Mats Granryd President & CEO Telephone: +46 (0)8 562 000 60

Lars Nilsson CFO Telephone: +46 (0)8 562 000 60

Lars Torstensson EVP, Group Corporate Communication Telephone: + 46 (0)8 5620 0042

Tele2 AB

Company registration nr: 556410-8917 Skeppsbron 18 P.O. Box 2094 SE-103 13 Stockholm Sweden Tel + 46 (0)8 562 000 60 www.tele2.com

VISIT OUR WEBSITE: www.tele2.com

APPENDICES

Income statement Comprehensive income Change in equity Balance sheet Cash flow statement Number of customers Net sales Internal sales Mobile external net sales split EBITDA EBIT CAPEX Key ratios Parent company Notes

TELE2 IS ONE OF EUROPE'S FASTEST GROWING TELECOM OPERATORS, ALWAYS PROVIDING CUSTOMERS WITH WHAT THEY NEED FOR LESS.

We have 15 million customers in 10 countries. Tele2 offers mobile services, fixed broadband and fixed telephony, data network services, cable TV and content services. Ever since Jan Stenbeck founded the company in 1993, it has been a tough challenger to the former government monopolies and other established providers. Tele2 has been listed on the NASDAQ OMX Stockholm since 1996. In 2013, we had net sales of SEK 30 billion and reported an operating profit (EBITDA) of SEK 6 billion.

Income statement

SEK million Note 2013
Full year
2012
Full year
2013
Q4
2012
Q4
CONTINUING OPERATIONS
Net sales 29,871 30,742 7,568 7,873
Cost of services sold 2 –18,539 –19,159 –4,598 –4,850
Gross profit 11,332 11,583 2,970 3,023
Selling expenses 2 –6,598 –6,554 –1,711 –1,679
Administrative expenses 2 –2,636 –3,144 –700 –783
Result from shares in associated companies –17 –7 –3 –4
Other operating income 208 190 63 40
Other operating expenses –97 –93 –33 –21
Operating profit, EBIT 2,192 1,975 586 576
Interest income/costs 3 –391 –494 –90 –120
Other financial items 4 –223 –59 –72 –75
Profit after financial items, EBT 1,578 1,422 424 381
Income tax 5 –923 –446 –255 –165
NET PROFIT FROM CONTINUING OPERATIONS 655 976 169 216
DISCONTINUED OPERATIONS
Net profit from discontinued operations 10 13,935 2,288 349
NET PROFIT 14,590 3,264 169 565
ATTRIBUTABLE TO
Equity holders of the parent company 14,590 3,264 169 565
Earnings per share (SEK) 9 32.77 7.34 0.37 1.27
Earnings per share, after dilution (SEK) 9 32.55 7.30 0.36 1.26
FROM CONTINUING OPERATIONS
ATTRIBUTABLE TO
Equity holders of the parent company 655 976 169 216
Earnings per share (SEK) 9 1.47 2.20 0.37 0.49
Earnings per share, after dilution (SEK) 9 1.45 2.18 0.36 0.48

Comprehensive income

SEK million Note 2013
Full year
2012
Full year
2013
Q4
2012
Q4
Net profit 14,590 3,264 169 565
OTHER COMPREHENSIVE INCOME
Components not to be reclassified to net profit
Pensions, actuarial gains/losses 203 –49 195 –49
Pensions, actuarial gains/losses, tax effect –45 8 –43 8
Total components not to be reclassified to net profit 158 –41 152 –41
Components that may be reclassified to net profit
Exchange rate differences 266 –358 362 226
Exchange rate differences, tax effect 5 –18 1,857 26 2,748
Reversed cumulative exchange rate differences from divested companies 10 1,716 16 –1
Cash flow hedges 82 –37 –10 –9
Cash flow hedges, tax effect –18 1 2 –6
Total components that may be reclassified to net profit 2,028 1,479 379 2,959
Other comprehensive income for the period, net of tax 2,186 1,438 531 2,918
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD 16,776 4,702 700 3,483
ATTRIBUTABLE TO
Equity holders of the parent company 16,776 4,702 700 3,483

Change in equity

Dec 31, 2013 Dec 31, 2012
Attributable to Attributable to
SEK million Note equity
holders of
the parent
company
non
controlling
interests
Total
equity
equity
holders of
the parent
company
non
controlling
interests
Total
equity
Equity, January 1 20,426 3 20,429 21,449 3 21,452
Net profit for the year 14,590 14,590 3,264 3,264
Other comprehensive income for the year, net of tax 2,186 2,186 1,438 1,438
Total comprehensive income for the year 16,776 16,776 4,702 4,702
Other changes in equity
Share-based payments 9 14 14 50 50
Share-based payments, tax effect 9 10 10
Sale of own shares 9 6 6
Dividends 9 –3,163 –3,163 –5,781 –5,781
Redemption of shares 9 –12,474 –12,474
Purchase of non-controlling interests 9 –1 –1
EQUITY, END OF YEAR 21,589 2 21,591 20,426 3 20,429

Balance sheet

SEK million Note Dec 31, 2013 Dec 31, 2012
ASSETS
NON-CURRENT ASSETS
Goodwill 2 9,537 10,174
Other intangible assets 2 5,183 5,540
Intangible assets 14,720 15,714
Tangible assets 2 11,747 18,079
Financial assets 3 365 105
Deferred tax assets 5 2,753 4,263
NON-CURRENT ASSETS 29,585 38,161
CURRENT ASSETS
Inventories 471 473
Current receivables 7,948 8,823
Current investments 55 59
Cash and cash equivalents 8 1,348 1,673
CURRENT ASSETS 9,822 11,028
ASSETS CLASSIFIED AS HELD FOR SALE 10 448
ASSETS 39,855 49,189
EQUITY AND LIABILITIES
EQUITY
Attributable to equity holders of the parent company 21,589 20,426
Non-controlling interests 2 3
EQUITY 9 21,591 20,429
NON-CURRENT LIABILITIES
Interest-bearing liabilities 3 6,282 13,240
Non-interest-bearing liabilities 5 441 933
NON-CURRENT LIABILITIES 6,723 14,173
CURRENT LIABILITIES
Interest-bearing liabilities 3 3,148 4,272
Non-interest-bearing liabilities 8,340 10,315
CURRENT LIABILITIES 11,488 14,587
LIABILITIES DIRECTLY ASSOCIATED WITH ASSETS CLASSIFIED AS HELD FOR SALE 10 53
EQUITY AND LIABILITIES 39,855 49,189

Cash flow statement

(Total operations)

2013 2012 2013 2013 2013 2013 2012 2012
SEK million Note Full year Full year Q4 Q3 Q2 Q1 Q4 Q3
OPERATING ACTIVITIES
Operating profit 2 16,339 5,653 586 248 13,926 1,579 1,524 1,317
Adjustments for non-cash items in operating profit –9,141 5,071 891 1,286 –12,426 1,108 1,154 1,414
Financial items paid –455 –598 –141 –132 –69 –113 –363 –6
Taxes paid –479 –989 –109 –31 –7 –332 –497 –178
Cash flow from operations before
changes in working capital
6,264 9,137 1,227 1,371 1,424 2,242 1,818 2,547
Changes in working capital –451 –458 293 –14 –63 –667 –3 231
CASH FLOW FROM OPERATING ACTIVITIES 5,813 8,679 1,520 1,357 1,361 1,575 1,815 2,778
INVESTING ACTIVITIES
CAPEX paid 6 –5,241 –4,609 –1,013 –862 –905 –2,461 –1,286 –1,076
Cash flow after CAPEX 572 4,070 507 495 456 –886 529 1,702
Acquisition and sale of shares and participations 10 17,228 –246 –4 –52 17,392 –108 –16 1
Other financial assets 7 31 –6 1 8 4 1 2
Cash flow from investing activities 11,994 –4,824 –1,023 –913 16,495 –2,565 –1,301 –1,073
CASH FLOW AFTER INVESTING ACTIVITIES 17,807 3,855 497 444 17,856 –990 514 1,705
FINANCING ACTIVITIES
Change of loans, net 3 –2,433 2,498 –169 –159 –1,876 –229 511 –2,256
Dividends 9 –3,163 –5,781 –3,163
Redemption of shares 9 –12,474 –12,474
Other financing activities 9 –94 6 –94
Cash flow from financing activities –18,164 –3,277 –169 –159 –17,513 –323 511 –2,256
NET CHANGE IN CASH AND CASH EQUIVALENTS –357 578 328 285 343 –1,313 1,025 –551
Cash and cash equivalents at beginning of period 1,673 1,026 1,024 740 386 1,673 632 1,147
Exchange rate differences in cash and cash equivalents 32 69 –4 –1 11 26 16 36
CASH AND CASH EQUIVALENTS
AT END OF THE PERIOD
8 1,348 1,673 1,348 1,024 740 386 1,673 632

Numbers of customers

Number of customers Net intake
2013 2012 2013 2012 2013 2013 2013 2013 2012 2012
by thousands Note Dec 31 Dec 31 Full year Full year Q4 Q3 Q2 Q1 Q4 Q3
Sweden
Mobile 1 3,738 3,757 38 33 –8 60 20 –34 –38 34
Fixed broadband 465 484 –19 10 –7 –2 3 –13 –2 3
Fixed telephony 1 273 341 –68 –203 –16 –15 –16 –21 –113 –27
4,476 4,582 –49 –160 –31 43 7 –68 –153 10
Netherlands
Mobile 1 694 478 224 151 62 56 49 57 55 51
Fixed broadband 374 421 –47 –54 –11 –12 –10 –14 –17 –13
Fixed telephony 107 141 –34 –41 –7 –6 –10 –11 –8 –8
1,175 1,040 143 56 44 38 29 32 30 30
Norway
Mobile 1 1,119 1,136 20 70 –3 5 22 –4 15 16
Fixed telephony 63 81 –18 –11 –7 –3 –4 –4 –3 –2
1,182 1,217 2 59 –10 2 18 –8 12 14
Kazakhstan
Mobile 1 2,751 3,412 154 2,041 –393 –14 309 252 361 589
2,751 3,412 154 2,041 –393 –14 309 252 361 589
Croatia
Mobile 1 793 754 40 44 –45 50 13 22 –44 33
793 754 40 44 –45 50 13 22 –44 33
Lithuania
Mobile 1 1,851 1,783 81 62 –1 54 16 12 –5 38
Fixed telephony –2 –2
1,851 1,783 81 60 –1 54 16 12 –5 36
Latvia
Mobile 1 1,031 1,043 –9 24 –41 24 11 –3 1 21
1,031 1,043 –9 24 –41 24 11 –3 1 21
Estonia
Mobile 1 503 506 2 –8 7 2 –1 –14 11
Fixed telephony 4 5 –1 –3 –1
507 511 –1 –1 –8 7 1 –1 –14 11
Austria
Fixed broadband 118 127 –9 –7 –2 –2 –2 –3 –2 –1
Fixed telephony 167 191 –24 –40 –6 –5 –6 –7 –5 –7
285 318 –33 –47 –8 –7 –8 –10 –7 –8
Germany
Mobile 176 110 66 65 20 21 13 12 13 14
Fixed broadband 71 82 –11 –18 –2 –2 –3 –4 –3 –5
Fixed telephony 466 594 –128 –241 –17 –10 –76 –25 –73 –54
713 786 –73 –194 1 9 –66 –17 –63 –45
TOTAL
Mobile 1 12,656 12,979 614 2,492 –417 263 455 313 344 807
Fixed broadband 1,028 1,114 –86 –69 –22 –18 –12 –34 –24 –16
Fixed telephony 1,080 1,353 –273 –541 –53 –39 –113 –68 –202 –100
TOTAL NUMBERS OF CUSTOMERS
AND NET INTAKE 14,764 15,446 255 1,882 –492 206 330 211 118 691
Acquired companies 10 14
Changed method of calculation 1 –937 –93 –844
TOTAL NUMBERS OF CUSTOMERS
AND NET CHANGE 14,764 15,446 –682 1,896 –585 206 –514 211 118 691

Net sales

SEK million 2013
Full year
2012
Full year
2013
Q4
2013
Q3
2013
Q2
2013
Q1
2012
Q4
2012
Q3
Sweden
Mobile 10,075 10,002 2,590 2,508 2,540 2,437 2,585 2,522
Fixed broadband 1,411 1,440 345 334 349 383 351 359
Fixed telephony 841 1,141 188 203 218 232 261 281
Other operations 133 120 34 35 33 31 34 27
12,460 12,703 3,157 3,080 3,140 3,083 3,231 3,189
Netherlands
Mobile 1,682 920 447 463 417 355 288 234
Fixed broadband 2,632 3,043 651 646 650 685 731 709
Fixed telephony 551 662 131 135 142 143 158 151
Other operations 571 644 143 139 141 148 153 150
5,436 5,269 1,372 1,383 1,350 1,331 1,330 1,244
Norway
Mobile 3,874 4,467 929 974 989 982 1,153 1,117
Fixed broadband 4 1
Fixed telephony 252 316 56 59 67 70 76 75
Other operations 6 2 2 2
Kazakhstan 4,132 4,787 987 1,035 1,056 1,054 1,229 1,193
Mobile 1,344 957 365 357 333 289 294 270
1,344 957 365 357 333 289 294 270
Croatia
Mobile 1,397 1,321 396 372 333 296 360 357
1,397 1,321 396 372 333 296 360 357
Lithuania
Mobile 1,289 1,213 329 336 329 295 306 306
1,289 1,213 329 336 329 295 306 306
Latvia
Mobile 926 1,044 233 234 221 238 281 265
926 1,044 233 234 221 238 281 265
Estonia
Mobile 606 825 156 163 148 139 211 207
Fixed telephony 10 7 2 3 2 3 2 1
Other operations 58 54 14 16 14 14 15 17
674 886 172 182 164 156 228 225
Austria
Fixed broadband 811 874 203 204 202 202 216 209
Fixed telephony 190 228 47 46 47 50 55 52
Other operations 243 251 56 63 62 62 63 61
1,244 1,353 306 313 311 314 334 322
Germany
Mobile 321 192 99 82 74 66 60 52
Fixed broadband 171 205 40 43 43 45 48 48
Fixed telephony 375 549 87 88 97 103 117 123
867 946 226 213 214 214 225 223
Other
Other operations 152 324 37 40 36 39 68 70
152 324 37 40 36 39 68 70
TOTAL
Mobile 21,514 20,941 5,544 5,489 5,384 5,097 5,538 5,330
Fixed broadband 5,025 5,566 1,239 1,227 1,244 1,315 1,346 1,326
Fixed telephony 2,219 2,903 511 534 573 601 669 683
Other operations 1,163 1,393 286 295 286 296 333 325
29,921 30,803 7,580 7,545 7,487 7,309 7,886 7,664
Internal sales, elimination –50 –61 –12 –16 –11 –11 –13 –15
TOTAL 29,871 30,742 7,568 7,529 7,476 7,298 7,873 7,649

Internal sales

2013 2012 2013 2013 2013 2013 2012 2012
SEK million Full year Full year Q4 Q3 Q2 Q1 Q4 Q3
Sweden
Mobile 7 5 1 2 1 3 2
7 5 1 2 1 3 2
Netherlands
Other operations 1 2 1 1
1 2 1 1
Norway
Fixed telephony 18 38 4 6 4 4 7 9
18 38 4 6 4 4 7 9
Lithuania
Mobile 9 8 2 2 3 2 2 3
9 8 2 2 3 2 2 3
Latvia
Mobile 11 8 3 4 2 2 2 2
11 8 3 4 2 2 2 2
Other
Other operations 4 2 2
4 2 2
TOTAL
Mobile 27 21 6 8 6 7 6 5
Fixed telephony 18 38 4 6 4 4 7 9
Other operations 5 2 2 2 1 1
TOTAL 50 61 12 16 11 11 13 15

Mobile external net sales split

SEK million 2013
Full year
2012
Full year
2013
Q4
2013
Q3
2013
Q2
2013
Q1
2012
Q4
2012
Q3
Sweden, mobile
End-user service revenue 6,950 6,748 1,775 1,767 1,746 1,662 1,716 1,755
Operator revenue 982 1,239 209 229 274 270 306 288
Service revenue 7,932 7,987 1,984 1,996 2,020 1,932 2,022 2,043
Equipment revenue 1,535 1,544 449 358 373 355 426 362
Other revenue 601 466 156 152 146 147 135 117
10,068 9,997 2,589 2,506 2,539 2,434 2,583 2,522
Netherlands, mobile
End-user service revenue 944 553 261 259 227 197 158 146
Operator revenue 131 102 34 34 34 29 27 24
Service revenue 1,075 655 295 293 261 226 185 170
Equipment revenue 607 265 152 170 156 129 103 64
Norway, mobile 1,682 920 447 463 417 355 288 234
End-user service revenue 3,028 2,998 718 761 774 775 771 777
Operator revenue 550 1,147 137 137 143 133 264 270
Service revenue 3,578 4,145 855 898 917 908 1,035 1,047
Equipment revenue 296 322 74 76 72 74 118 70
Kazakhstan, mobile 3,874 4,467 929 974 989 982 1,153 1,117
End-user service revenue 909 614 251 240 223 195 189 172
Operator revenue 402 324 106 108 102 86 97 93
Service revenue 1,311 938 357 348 325 281 286 265
Equipment revenue 33 19 8 9 8 8 8 5
Croatia, mobile 1,344 957 365 357 333 289 294 270
End-user service revenue 749 764 191 199 184 175 189 200
Operator revenue 298 337 71 91 75 61 90 110
Service revenue 1,047 1,101 262 290 259 236 279 310
Equipment revenue 350 220 134 82 74 60 81 47
1,397 1,321 396 372 333 296 360 357
Lithuania, mobile
End-user service revenue 843 859 205 221 213 204 194 218
Operator revenue 145 163 37 35 32 41 45 38
Service revenue 988 1,022 242 256 245 245 239 256
Equipment revenue 292
1,280
183
1,205
85
327
78
334
81
326
48
293
65
304
47
303
Latvia, mobile
End-user service revenue 533 657 130 139 136 128 156 168
Operator revenue 225 235 55 49 46 75 73 56
Service revenue 758 892 185 188 182 203 229 224
Equipment revenue 157 144 45 42 37 33 50 39
Estonia, mobile 915 1,036 230 230 219 236 279 263
End-user service revenue 391 453 96 102 98 95 104 114
Operator revenue 65 230 16 18 16 15 61 53
Service revenue 456 683 112 120 114 110 165 167
Equipment revenue 150 142 44 43 34 29 46 40
Germany, mobile 606 825 156 163 148 139 211 207
End-user service revenue 316 186 97 81 73 65 59 51
Service revenue 316 186 97 81 73 65 59 51
Equipment revenue 5 6 2 1 1 1 1 1
321 192 99 82 74 66 60 52
TOTAL, MOBILE
End-user service revenue 14,663 13,832 3,724 3,769 3,674 3,496 3,536 3,601
Operator revenue 2,798 3,777 665 701 722 710 963 932
Service revenue 17,461 17,609 4,389 4,470 4,396 4,206 4,499 4,533
Equipment revenue 3,425 2,845 993 859 836 737 898 675
Other revenue
TOTAL
601
21,487
466
20,920
156
5,538
152
5,481
146
5,378
147
5,090
135
5,532
117
5,325

EBITDA

SEK million
Note
2013
Full year
2012
Full year
2013
Q4
2013
Q3
2013
Q2
2013
Q1
2012
Q4
2012
Q3
Sweden
Mobile 2,971 2,869 722 760 757 732 748 828
Fixed broadband 143 93 55 49 19 20 14 35
Fixed telephony 243 327 55 61 62 65 72 89
Other operations 91 76 26 30 18 17 25 14
3,448 3,365 858 900 856 834 859 966
Netherlands
Mobile –20 –34 26 –22 –2 –22 –28 5
Fixed broadband 854 1,040 217 192 216 229 254 248
Fixed telephony 137 235 30 35 38 34 58 60
Other operations 280 308 69 66 69 76 77 73
1,251 1,549 342 271 321 317 361 386
Norway
Mobile
2
91 169 –20 49 35 27 –28 101
Fixed broadband 1
Fixed telephony 24 44 1 4 9 10 12 11
Other operations 6 2 2 2
121 214 –17 55 44 39 –16 112
Kazakhstan
Mobile –138 –387 –7 –34 –52 –45 –83 –102
–138 –387 –7 –34 –52 –45 –83 –102
Croatia
Mobile 95 60 22 48 22 3 9 34
95 60 22 48 22 3 9 34
Lithuania
Mobile 461 432 102 109 133 117 87 106
461 432 102 109 133 117 87 106
Latvia
Mobile 292 358 72 72 69 79 89 90
292 358 72 72 69 79 89 90
Estonia
Mobile 124 205 28 33 28 35 45 51
Fixed telephony 4 1 1 2
Other operations 33 31 8 9 6 10 9 9
161 236 37 43 36 45 54 60
Austria
Fixed broadband 184 197 37 48 45 54 48 58
Fixed telephony 106 123 25 26 26 29 28 31
Other operations 18 13 3 3 6 6 2 6
308 333 65 77 77 89 78 95
Germany
Mobile –30 15 –2 –25 –5 2 –6 2
Fixed broadband 13 26 4 2 3 4 5 5
Fixed telephony 155 237 30 41 39 45 42 59
138 278 32 18 37 51 41 66
Other
Other operations –147 –198 –45 –36 –25 –41 –35 –42
–147 –198 –45 –36 –25 –41 –35 –42
TOTAL
Mobile 3,846 3,687 943 990 985 928 833 1,115
Fixed broadband 1,194 1,357 313 291 283 307 321 346
Fixed telephony 669 966 142 168 176 183 212 250
Other operations 281 230 63 74 74 70 78 60
TOTAL 5,990 6,240 1,461 1,523 1,518 1,488 1,444 1,771

EBIT

SEK million
Note
2013
Full year
2012
Full year
2013
Q4
2013
Q3
2013
Q2
2013
Q1
2012
Q4
2012
Q3
Sweden
Mobile 1,937 1,780 450 497 508 482 512 596
Fixed broadband –134 –219 11 –28 –59 –58 –66 –43
Fixed telephony 219 288 50 57 54 58 63 79
Other operations 41 32 17 14 6 4 14 3
2,063 1,881 528 540 509 486 523 635
Netherlands
Mobile –52 –64 17 –29 –11 –29 –36 –2
Fixed broadband 371 545 90 74 97 110 133 130
Fixed telephony 121 219 27 30 34 30 55 56
Other operations 210 237 50 49 52 59 60 56
650 937 184 124 172 170 212 240
Norway
Mobile
2
–372 –253 –144 –76 –72 –80 –137 –2
Fixed broadband 1
Fixed telephony 21 39 1 3 8 9 10 10
Other operations 5 2 1 2
–346 –213 –141 –72 –64 –69 –127 8
Kazakhstan
Mobile
2
–450 –691 –155 –93 –106 –96 –135 –190
–450 –691 –155 –93 –106 –96 –135 –190
Croatia
Mobile –6 –65 4 21 –6 –25 –20
–6 –65 4 21 –6 –25 –20
Lithuania
Mobile 342 259 73 80 102 87 42 63
342 259 73 80 102 87 42 63
Latvia
Mobile 188 142 55 49 43 41 45 35
188 142 55 49 43 41 45 35
Estonia
Mobile 32 67 6 8 5 13 5 18
Fixed telephony 3 2 1
Other operations 20 19 5 5 4 6 5 6
55 86 11 15 10 19 10 24
Austria
Fixed broadband 109 109 19 28 27 35 27 39
Fixed telephony 74 86 15 19 19 21 17 21
Other operations –8 –1 –1 1 1 –3
183 187 33 46 47 57 41 60
Germany
Mobile –52 –2 –6 –32 –11 –3 –11 –1
Fixed broadband 4 14 1 1 2 2 3
Fixed telephony 147 225 29 39 36 43 39 55
99 237 24 7 26 42 30 57
Other
Other operations –152 –227 –41 –42 –25 –44 –42 –53
–152 –227 –41 –42 –25 –44 –42 –53
TOTAL
Mobile 1,567 1,173 300 425 452 390 265 517
Fixed broadband 350 450 121 74 66 89 96 129
Fixed telephony 585 857 122 150 152 161 184 221
Other operations 124 53 32 26 38 28 34 12
2,626 2,533 575 675 708 668 579 879
One-off items
2
–434 –558 11 –450 3 2 –3 –538
TOTAL 2,192 1,975 586 225 711 670 576 341

EBIT, cont.

SPECIFICATION OF ITEMS BETWEEN EBITDA AND EBIT
SEK million Note 2013
Full year
2012
Full year
2013
Q4
2013
Q3
2013
Q2
2013
Q1
2012
Q4
2012
Q3
EBITDA 5,990 6,240 1,461 1,523 1,518 1,488 1,444 1,771
Impairment of goodwill and other assets 2 –457 –249 –3 –454 1 –250
Sale of operations 23 –13 14 4 3 2 2
Acquisition costs 10 –2
Other one-off items 2 –294 –6 –288
Total one-off items –434 –558 11 –450 3 2 –3 –538
Depreciation/amortization and
other impairment
–3,347 –3,700 –883 –845 –806 –813 –861 –888
Result from shares in associated
companies
–17 –7 –3 –3 –4 –7 –4 –4
EBIT 2,192 1,975 586 225 711 670 576 341

CAPEX

SEK million
Note
2013
Full year
2012
Full year
2013
Q4
2013
Q3
2013
Q2
2013
Q1
2012
Q4
2012
Q3
Sweden
Mobile 766 907 226 144 211 185 271 177
Fixed broadband 165 206 35 42 36 52 46 44
Fixed telephony 7 5 1 3 2 1 1 1
Other operations 27 33 10 5 5 7 9 4
965 1,151 272 194 254 245 327 226
Netherlands
Mobile
6
1,648 32 232 30 15 1,371 22 5
Fixed broadband 379 333 154 82 76 67 70 76
Fixed telephony 8 11 2 1 2 3 7 2
Other operations 32 27 13 7 6 6 9 6
2,067 403 401 120 99 1,447 108 89
Norway
Mobile 740 537 193 257 149 141 141 129
Fixed telephony 30 6 15 8 5 2 –2 1
770 543 208 265 154 143 139 130
Kazakhstan
Mobile 464 742 118 120 139 87 230 236
464 742 118 120 139 87 230 236
Croatia
Mobile 62 54 29 12 17 4 26 17
62 54 29 12 17 4 26 17
Lithuania
Mobile 93 82 27 15 22 29 20 22
93 82 27 15 22 29 20 22
Latvia
Mobile 103 77 31 41 18 13 33 12
103 77 31 41 18 13 33 12
Estonia
Mobile 62 71 32 9 11 10 31 5
Other operations 3 8 1 1 1 5 1
65 79 33 10 12 10 36 6
Austria
Fixed broadband 38 43 10 13 9 6 18 10
Fixed telephony 29 22 6 10 7 6 8 6
Other operations 13 14 3 5 3 2 6 4
80 79 19 28 19 14 32 20
Germany
Mobile 19 26 1 5 6 7 9 2
Fixed broadband 3 2 1 2 1
Fixed telephony 2 1 2
24 29 2 7 8 7 10 2
Other
Other operations 476 465 115 111 126 124 119 103
476 465 115 111 126 124 119 103
TOTAL
Mobile 3,957 2,528 889 633 588 1,847 783 605
Fixed broadband 585 584 200 137 123 125 135 130
Fixed telephony 76 45 24 24 16 12 14 10
Other operations 551 547 142 129 141 139 148 118
TOTAL 5,169 3,704 1,255 923 868 2,123 1,080 863

Key ratios

SEK million 2013 2012 2011 2010 2009
CONTINUING OPERATIONS
Net sales 29,871 30,742 29,538 30,443 32,296
Numbers of customers (by thousands) 14,764 15,446 13,550 12,445 12,128
EBITDA 5,990 6,240 6,760 7,083 7,154
EBIT 2,192 1,975 3,497 4,257 3,961
EBT 1,578 1,422 2,960 3,855 3,707
Net profit 655 976 2,056 4,121 3,446
Key ratios
EBITDA margin, % 20.1 20.3 22.9 23.7 22.2
EBIT margin, % 7.3 6.4 11.8 14.0 12.3
Value per share (SEK)
Net profit 1.47 2.20 4.63 9.34 7.21
Net profit after dilution 1.45 2.18 4.60 9.30 7.20
TOTAL
Equity 21,591 20,429 21,452 28,875 28,823
Equity after dilution 21,591 20,429 21,455 28,894 28,823
Total assets 39,855 49,189 46,864 42,085 43,005
Cash flow from operating activities 5,813 8,679 9,690 9,966 9,427
Cash flow after CAPEX 572 4,070 4,118 6,008 4,635
Available liquidity 9,306 12,933 9,986 13,254 12,520
Net debt 8,007 15,745 13,518 3,417 4,013
Investments in intangible and tangible assets, CAPEX 5,534 5,294 6,095 4,094 4,846
Investments in shares, current investments etc –17,235 215 1,563 1,424 –3,709
Key ratios
Equity/assets ratio, % 54 42 46 69 67
Debt/equity ratio, multiple 0.37 0.77 0.63 0.12 0.14
Return on equity, % 69.5 15.6 18.9 24.0 16.3
Return on equity after dilution, % 69.5 15.6 18.9 24.0 16.3
ROCE, return on capital employed, % 48.0 15.4 20.5 22.2 16.7
Average interest rate, % 5.2 6.7 6.2 7.3 5.9
Value per share (SEK)
Net profit 32.77 7.34 10.69 15.67 10.57
Net profit after dilution 32.55 7.30 10.63 15.61 10.55
Equity 48.49 45.95 48.33 65.44 65.31
Equity after dilution 48.17 45.68 48.09 65.23 65.18
Cash flow from operating activities 13.06 19.53 21.83 22.59 21.41
Dividend, ordinary 4.401) 7.10 6.50 6.00 3.85
Extraordinary dividend 6.50 21.00 2.00
Redemption 28.00
Market price at closing day 72.85 117.10 133.90 139.60 110.20

1) Proposed dividend

Parent company

INCOME STATEMENT

2013 2012
SEK million Note Full year Full year
Net sales 47 49
Administrative expenses 9 –95 –135
Operating loss, EBIT –48 –86
Dividend from group company 9,900
Exchange rate difference on financial items 134 22
Net interest expenses and other financial items –216 –116
Profit/loss after financial items, EBT 9,770 –180
Appropriations, group contribution 265 163
Tax on profit/loss –23 –5
NET PROFIT/LOSS 10,012 –22

BALANCE SHEET

SEK million Note Dec 31, 2013 Dec 31, 2012 Dec 31, 2011
(see Note 9)
ASSETS
NON-CURRENT ASSETS
Financial assets 9 13,586 32,315 33,915
NON-CURRENT ASSETS 13,586 32,315 33,915
CURRENT ASSETS
Current receivables 9 11,933 237 4,548
Cash and cash equivalents 2 3
CURRENT ASSETS 11,933 239 4,551
ASSETS 25,519 32,554 38,466
EQUITY AND LIABILITIES
EQUITY
Restricted equity 9 5,546 5,546 17,546
Unrestricted equity 9 13,126 18,670 12,467
EQUITY 18,672 24,216 30,013
NON-CURRENT LIABILITIES
Interest-bearing liabilities 3 5,308 5,663 8,221
NON-CURRENT LIABILITIES 5,308 5,663 8,221
CURRENT LIABILITIES
Interest-bearing liabilities 3 1,452 2,586 172
Non-interest-bearing liabilities 9 87 89 60
CURRENT LIABILITIES 1,539 2,675 232
EQUITY AND LIABILITIES 25,519 32,554 38,466

ACCOUNTING PRINCIPLES AND DEFINITIONS

The full year report for the Group has been prepared in accordance with IAS 34 and the Swedish Annual Accounts Act, and the full year report for the parent company has been prepared in accordance with the Swedish Annual Accounts Act and the Swedish Financial Reporting Board recommendation RFR 2 Reporting for legal entities and its statements.

The new and amended IFRS standards and IFRIC interpretations (IFRS 7, IFRS 13, IAS 19 and Annual Improvements), which became effective January 1, 2013, have had no material effect on the consolidated financial statements.

In Q4 2013, the definition of CAPEX was changed to exclude capitalized dismantling costs and the definition of ROCE (return on capital employed) was changed to include provisions for asset dismantling. Furthermore, the definition for ARPU (Average revenue per user) was changed to exclude joint venture revenues. The comparable periods are re-calculated.

From January 1, 2013 the long-term incentive programs are also reported in the parent company's financial statements. The comparable periods are restated and the effects on the parent company's financial statements are stated in Note 9. There are no effects on the Group's financial statements.

In all other respects, Tele2 has presented its full year report in accordance with the accounting principles and calculation methods used in the 2012 Annual Report. The description of these principles and definitions is found in the 2012 Annual Report.

NOTE 1 CUSTOMERS

In Q4 2013, the definition for an active customer in the customer stock was changed to exclude Machine-to-Machine subscriptions (M2M). The one time effect on the customer stock in each segment is presented below:

Sweden –57,000
Netherlands –8,000
Norway –4,000
Kazakhstan –4,000
Croatia –1,000
Lithuania –13,000
Latvia –3,000
Estonia –3,000
Total mobile –93,000

In Q2 2013, the mobile customer stock was negatively impacted by a one-time adjustment of –844,000 customers as a result of a changed method of calculation for number of customers so a customer with only incoming calls to its mailbox will no longer be counted as an active customer. –811,000 of the one-time adjustment related to Kazakhstan and –33,000 to Norway.

In Q4 2012, the fixed line customer stock in Sweden was negatively impacted with –87,000 customers as a result of the closing down of the dial-up internet service.

NOTE 2 OPERATING EXPENSES

EBITDA

In Q4 2013, Norway was negatively affected by SEK 35 million due to restructuring costs for employees.

DEPRECIATION/AMORTIZATION AND IMPAIRMENT

In Q4 2013, Kazakhstan was negatively affected by an impairment loss of SEK 89 million, which mainly was related to a change to a new billing system.

In Q3 2013, an impairment loss was recognized in Croatia amounting to SEK 454 (250) million, of which goodwill SEK 0 (88) million and other fixed assets SEK 454 (162) million. The impairment loss was based on an estimated value in use of SEK 400 (800) million. Due to unsatisfactory development, Tele2 assesses that the estimated future profit levels do not support the previous book value. The negative effect has been reported as a one-off item for segment reporting purposes.

OTHER ONE-OFF ITEMS

Tele2 has been a party to arbitration proceedings in Stockholm regarding a share option agreement, which previously was reported as a contingent liability at an amount of SEK 265 million. The arbitral tribunal issued its award during Q3 2012 and the tribunal did not rule in favour of Tele2. Tele2 has paid the counterparty in accordance with the award and the operating profit for Q3 2012 was negatively affected by SEK 288 million. The negative effect has been reported as a one-off item for segment reporting purposes.

NOTE 3 FINANCIAL ASSETS AND LIABILITIES FINANCING

Interest-bearing liabilities
Dec 31, 2013 Dec 31, 2012
SEK million Current Non-current Current Non-current
Bonds RUB, Russia 5,555
Bonds NOK, Sweden 1,371 1,511
Bonds SEK, Sweden 1,000 3,295 3,544
Commercial papers, Sweden 325 2,377
Financial institutions 210 636 219 1,692
Put option, Kazakhstan 1,350 1,214
Other liabilities 263 980 462 938
3,148 6,282 4,272 13,240
Total interest-bearing liabilities 9,430 17,512

On October 11, 2013 Tele2 announced that together with its 12 core banks it has reduced the syndicated revolving credit facility from EUR 1.2 billion to EUR 0.8 billion. Further, the final maturity of the facility was extended one year, to May 2018. One of the 12 banks in the syndicate chose not to participate in the new facility, making the number of banks 11. The new facility's size is more suitable for Tele2, following the sale of Tele2 Russia. On December 31, 2013 the facility was unutilized.

Under the Euro Medium-Term Note (EMTN) Program Tele2 issued the following bonds in Q1 2013:

  • on January 3, 2013 a SEK 500 million bond with one single investor. The issue has an investor put/issuer call every third month and is therefore reported as short term funding. The bond has a floating rate coupon, and is not listed.
  • on February 12, 2013 a SEK 250 million 7-year bond on the Swedish bond market with a coupon of three months STIBOR +2.45 percent. It is listed on the Luxembourg Stock Exchange.

The Group has derivative contracts which are covered by master netting agreements. That means a right exists to set off assets and liabilities with the same party, which is not reflected in the accounting where gross accounting is applied. The value of reported derivatives at December 31, 2013 amounted on the asset side to SEK 8 (18) million and on the liabilities side to SEK 146 (209) million.

The bonds in RUB have been sold as part of the sale of Tele2 Russia, see Note 10. For more detailed information concerning Tele2's financing please refer to 2012 Annual report Note 25.

CLASSIFICATION AND FAIR VALUES

Tele2's financial assets consist mainly of receivables from end customers, other operators and resellers and cash and cash equivalents. Tele2's financial liabilities consist mainly of loans, bonds and accounts payables. Classification of financial assets and liabilities including their fair value is presented below. During 2013, compared to year-end 2012, no transfers were made between the different levels in the fair value hierarchy and no significant changes were made to valuation techniques, inputs used or assumptions.

Dec 31, 2013
Assets and Derivative
liabilities instruments Financial
at fair value designated liabilities at Total
through Loans and for hedge amortized reported
SEK million profit/loss receivables accounting cost value Fair value
Other financial assets 14 233 247 247
Accounts receivables 3,317 3,317 3,317
Other current receivables 313 8 321 321
Current investments 55 55 55
Cash and cash equivalents 1,348 1,348 1,348
Total financial assets 14 5,266 8 5,288 5,288
Liabilities to financial institu
tions and similar liabilities 6,837 6,837 7,021
Other interest-bearing
liabilities 1,350 146 418 1,914 1,889
Accounts payable 3,140 3,140 3,140
Other current liabilities 516 516 516
Total financial liabilities 1,350 146 10,911 12,407 12,566
Derivative
instruments Financial
Fair value
56
3,985 3,985 3,985
649 18 667 667
59 59 59
1,673 1,673 1,673
19 6,403 18 6,440 6,440
14,898 14,898 14,655
1,214 209 632 2,055 2,070
3,488
1,008 1,008 1,008
1,214 209 20,026 21,449 21,221
profit/loss
19
Assets and
liabilities
at fair value
through
receivables
37
designated
Loans and
for hedge
accounting

Dec 31, 2012
liabilities at
amortized
cost

3,488
Total
reported
value
56
3,488

NOTE 4 OTHER FINANCIAL ITEMS

–223 –59 –72 –75
–8 –10 –1 –3
2
19 19 7 6
–166 –166 –38 –41
–68 96 –40 –37
2013
Full year
2012
Full year
2013
Q4
2012
Q4

NOTE 5 TAXES

In Q4 2013, net taxes were positively affected by a valuation of deferred tax assets in Austria of SEK 10 (Q3 2012: 262) million.

In Q4 2013, the tax expenses was negatively affected by SEK 13 million due to decreased tax rate in Norway from January 1, 2014. The comparable period previous year were negatively affected by SEK 127 million and positively affected by SEK 28 million, due to decreased tax rate in Sweden and increased tax rate in Luxembourg, respectively, from January 1, 2013.

In Q4 2012, certain intra-group loans in Luxembourg were restructured, which resulted in cumulative foreign exchange differences on the loans, reported in other comprehensive income are no longer taxable. Consequently, a deferred tax liability of SEK 2,425 million was reversed over other comprehensive income. The transaction had no cash flow or income statement effect.

NOTE 6 CAPEX

In Q1 2013, Tele2 Netherlands acquired two mobile licenses (2x10 MHz spectrum) in the 800 MHz band for SEK 1.4 billion. With the acquired spectrum in the 800 MHz band and earlier obtained spectrum in the 2,600 MHz band, the roll out is on going of the next generation 4G network, offering businesses and consumers higher speed and lower pricing for mobile broadband.

Paid CAPEX –5,241 –4,609 –1,013 –1,286
Received payment of sold non-current assets 107 209 19 19
This year's unpaid CAPEX and paid CAPEX
from previous year
186 476 223 146
CAPEX, discontinued operations –365 –1,590 –371
CAPEX, continuing operations –5,169 –3,704 –1,255 –1,080
SEK million 2013
Full year
2012
Full year
2013
Q4
2012
Q4

NOTE 7 CONTINGENT LIABILITIES

SEK million Dec 31, 2013 Dec 31, 2012
Disputes 220
Asset dismantling obligation 126
Total contingent liabilities 346

Tele2 Sweden is defendant in a dispute before the District court of Stockholm, in which Verizon Sweden AB claims that Tele2 Sweden has discriminated Verizon Sweden AB as regards the interconnection fees Tele2 has charged Verizon Sweden AB during the period August 2001 – July 2004. Tele2 has disputed Verizon Sweden AB's claim in its entirety and Tele2 Sweden's assessment is that it is more likely than not that Tele2 Sweden will win the case. Verizon Sweden AB's claim amounts to SEK 139 million plus interest of SEK 81 million. The District court has informed the parties that the court intends to pass its judgment in the case on February 7, 2014.

Tele2 has obligations to dismantle assets and restore premises within fixed telephony and fixed broadband in the Netherlands as well as in Austria. Tele2 assesses such dismantling as improbable and consequently only reported this obligation as contingent liabilities.

The tax authorities in Russia are currently performing tax audits on several of Tele2's former subsidiaries in Russia. Per the sales agreement with the VTB-group Tele2 is liable for any additional taxes payable as result of the tax audits. Tele2 assesses that it is not likely that any additional taxes need to be paid.

Additional contractual commitments are stated in Note 29 in the Annual Report 2012.

NOTE 8 TRANSACTIONS WITH RELATED PARTIES

Tele2's share of cash and cash equivalents in joint ventures, for which Tele2 has limited disposal rights, amounted at each closing date to the sums stated below and was included in the Group's cash and cash equivalents.

SEK million 2013
Dec 31
2013
Sep 30
2013
Jun 30
2013
Mar 31
2012
Dec 31
2012
Sep 30
Cash and cash equivalents
at end of the period in joint
ventures 11 70 40 34 65 35

In Q4 2012 and during 2013, frequencies and sites were transferred from Tele2 and Telenor to their joint venture Net4Mobility. The transfer did not have any material effect on Tele2's financial statements. Apart from transactions with joint ventures, no other significant related party transactions were carried out during 2013. Related parties are presented in Note 36 of the Annual Report 2012.

NOTE 9 EQUITY AND NUMBER OF SHARES

Dec 31, 2013 Dec 31, 2012
Number of shares
Outstanding 445,497,600 444,661,211
In own custody 3,285,739 4,122,128
Weighted average 445,228,097 444,504,182
After dilution 448,465,420 447,579,409
Weighted average, after dilution 448,181,516 447,146,240

DIVIDEND/REDEMPTION

Tele2's Board of Directors intends to propose an ordinary dividend of SEK 4.40 per share in respect of the financial year 2013 at the Annual General Meeting in 2014.

In Q2 2013, Tele2 paid to its shareholders a dividend of SEK 7.10 (13.00) per share for 2012, of which the ordinary dividend amounted to SEK 7.10 (6.50) per share and the extraordinary dividend amounted to SEK 0 (6.50) per share. This corresponded to a total of SEK 3,163 (5,781) million, of which an ordinary dividend of SEK 3,163 (2,890) million and an extraordinary dividend SEK 0 (2,890) million.

As a result of the sale of Tele2 Russia in April 2013 a mandatory share redemption program of SEK 28 per share was issued during Q2 2013, equivalent to SEK 12,474 million. The redemption program implied a share split where each share was split into two shares, of which one was a redemption share. Retirement of redemption shares in own custody of SEK 92 million was transferred to unrestricted equity. A bonus issue was performed in order to increase the share capital to its prior level, SEK 561 million, through a transfer of SEK 280 million from unrestricted equity. Thereafter, the quota value of each share amounts to SEK 1.25, the same as prior to the share redemption program. In total SEK 15,637 million has been paid to the shareholders in Q2 2013 as dividend and redemption.

SALE OF SHARES

As a result of share rights in the LTI 2010 (2009) being exercised during Q2 2013, Tele2 delivered 836,389 (466,252) B-shares in own custody.

As a result of stock options in the LTI 2007 being exercised during Q1 and Q2 2012, Tele2 sold 37,000 and 8,000 B-shares respectively in own custody, resulting in an increase of shareholders' equity of SEK 4 and 2 million.

RECLASSIFICATION

In Q1 and Q3 2013, 15 (1,194) and 726,650 (875) class A shares respectively were reclassified into class B shares in Tele2.

In Q2 2012, the Annual General Meeting decided to reduce the restricted reserves in the parent company with SEK 12,000 million for transfer to unrestricted equity.

PURCHASE OF NON-CONTROLLING INTEREST

In February 2013, Tele2 acquired the remaining 7.76 percent of the shares in the subsidiary Officer AS in Norway for SEK 1 million.

In July 2009 and January 2010, Tele2 acquired the remaining 25.5 and 12.5 percent respectively of the shares in Tele2 Izhevsk and Tele2 Rostov in Russia. The final purchase price of SEK 3 and 90 million respectively were paid in Q1 2013.

LONG-TERM INCENTIVE PROGRAM (LTI)

Additional information related to LTI programs are presented in Note 33 of the Annual Report 2012.

LTI 2013

2013
Number of share rights Full year
Allocated June 4, 2013 1,204,128
Forfeited –71,900
Total outstanding share rights 1,132,228

During the Extraordinary General Meeting held on May 13, 2013, the shareholders approved a performance-based incentive program (the Plan) for senior executives and other key employees in the Tele2 Group. The Plan has the same structure as last year's incentive program.

The objective of the Plan is to create conditions for retaining competent employees in the Tele2 Group. The Plan has been designed based on the view that it is desirable that senior executives and other key employees within the Group are shareholders in Tele2 AB. By offering an allotment of retention rights and performance rights which are based on profits and other retention and performance-based conditions, the participants are rewarded for increasing shareholder value. Furthermore, the Plan rewards employees' loyalty and long-term growth in the Group. In that context, the Board of Directors is of the opinion that the Plan will have a positive effect on the future development of the Tele2 Group and thus be beneficial to both the company and its shareholders.

The incentive program included a total of 204 senior executives and other key employees within the Tele2 Group. In general, the participants in the Plan are required to own shares in Tele2. Thereafter, the participants were granted retention rights and performance rights free of charge. As a consequence of market conditions, employees in Kazakhstan were offered to participate in the Plan without being required to hold shares in Tele2. In such cases, the number of allotted rights has been reduced, and corresponds to 37.5 percent of the number of rights allotted for participation with a personal investment.

Subject to the fulfilment of certain retention and performance-based conditions during the period April 1, 2013 - March 31, 2016 (the measurement period), the participant maintaining employment within the Tele2 Group at the release of the interim report January - March 2016 and subject to the participant maintaining the invested shares (where applicable) during the vesting period, each right entitles the employee to receive one Class B share in the company. Dividends paid on the underlying share will increase the number of shares that each retention and performance right entitles to in order to treat the shareholders and the participants equally.

The rights are divided into Series A, Series B and Series C. The number of shares the participant will receive depends on which category the participant belongs to and on the fulfilment of the following defined conditions:

Series A Tele2's total shareholder return on the Tele2 shares (TSR) during the
measure period exceeding 0 percent as entry level.
Series B Tele2's average normalized return of capital employed (ROCE) during the
measurement period being at least 8 percent as entry level and at least
12.5 percent as the stretch target.
Series C Tele2's total shareholder return on the Tele2 shares (TSR) during the
measure period being equal to the average TSR for a peer Group including
Elisa, Iliad, Millicom International Cellular, TalkTalk Telecom Group, Tel
enor, TeliaSonera and TDC as entry level, and exceeding the average TSR
for the peer Group with 10 percentage points as the stretch target.

The determined levels of the conditions include an entry level and a stretch target with a linear interpolation applied between those levels as regards the number of rights that vests. The entry level constitutes the minimum level which must be reached in order to enable the vesting of the rights in that series. If the entry level is reached, the number of rights that vests is proposed to be 100 percent for Series A and 20 percent for Series B and C. If the entry level is not reached, all rights to retention and performance shares (as applicable) in that series lapse. If a stretch target is met, all retention rights or performance rights (as applicable) vest in that series.

The Plan comprised a total number of 281,282 shares, of which 271,282 related to employees who invested in Tele2 shares and 10,000 related to employees in Kazakhstan who chose not to invest in Tele2 shares. In total this resulted in an allotment of 1,204,128 share rights, of which 275,024 Series A, 464,552 Series B and 464,552 Series C. The participants were divided into different categories and were granted the following number of share rights for the different categories:

Share right
No of
partici
Maximum
no of
per Series Total
At grant date pants shares A B C Tot allotment
CEO 1 8,000 1 3 3 7 56,000
Other senior exec
utives and other
key employees 10 4,000 1 2.5 2.5 6 240,000
Category 1 42 2,000 1 1.5 1.5 4 330,000
Category 2 49 1,500 1 1.5 1.5 4 243,288
Category 2, no
investment 2 1,500 0.375 0.5625 0.5625 1.5 4,500
Category 3 93 1,000 1 1.5 1.5 4 319,840
Category 3, no
investment
7 1,000 0.375 0.5625 0.5625 1.5 10,500
Total 204 1,204,128

Total costs before tax for outstanding rights in the incentive program are expensed over the three-year vesting period, and these costs are expected to amount to SEK 53 million, of which social security costs amount to SEK 10 million.

The participant's maximum profit per share right in the Plan is limited to SEK 347, five times the average closing share price of the Tele2 Class B shares during February 2013 with deduction for the dividend paid in May 2013 and redemption paid in June 2013.

The estimated average fair value of the granted rights was SEK 56.30 on the grant date, June 4, 2013. The calculation of the fair value was carried out by an external expert. The following variables were used:

Series A Series B Series C
Expected annual turnover of personnel 7.0% 7.0% 7.0%
Weighted average share price 82.73 82.73 82.73
Expected life 2.88 years 2.88 years 2.88 years
Expected value reduction parameter market
condition 70% 35%

To ensure the delivery of Class B shares under the Plan, the Extraordinary General Meeting decided to authorise the Board of Directors to resolve on a directed issue of a maximum of 1,700,000 Class C shares and subsequently to repurchase the Class C shares. The Class C shares will then be held by the company during the vesting period, after which the appropriate number of Class C shares will be reclassified into Class B shares and delivered to the participants under the Plan.

LTI 2012

Cancelled, Russia
Forfeited
–163,660
–185,704
–163,660
–239,454
Allocated, compensation for dividend 239,191 239,191
Outstanding as of January 1, 2013 1,078,436
Allocated June 15, 2012 1,132,186
Number of share rights 2013
Full year
Cumulative
from start

LTI 2011

2013 Cumulative
Number of share rights Full year from start
Allocated June 17, 2011 1,056,436
Outstanding as of January 1, 2013 998,389
Allocated, compensation for dividend 216,760 294,579
Cancelled, Russia –92,041 –92,041
Exercised, Russia –44,156 –44,156
Forfeited –211,623 –347,489
Total outstanding share rights 867,329 867,329

LTI 2010

Number of share rights 2013
Full year
Cumulative
from start
Allocated June 9, 2010 873,120
Outstanding as of January 1, 2013 841,373
Allocated, compensation for dividend 190,679
Forfeited –4,984 –227,410
Exercised –836,389 –836,389
Total outstanding share rights

The exercise of the share rights in LTI 2010 was conditional upon the fulfilment of certain retention and performance based conditions, measured from April 1, 2010 until March 31, 2013. The outcome of these decided performance conditions was in accordance with below and the outstanding share rights were exchanged for shares in Tele2 during Q2 2013.

Retention and performance based conditions Minimum
hurdle
(20%)
Stretch
target
(100%)
Perfor
mance
outcome
Allot
ment
Series A Total Shareholder Return Tele2 (TSR) ≥ 0% 29.4% 100%
Series B Average normalised Return on Capital
Employed (ROCE)
15% 18% 21.3% 100%
Series C Total Shareholder Return Tele2 (TSR)
compared to a peer group
> 0% ≥ 10% 19.4% 100%

Weighted average share price for share rights at date of exercise amounted to SEK 109.23 during 2013.

Reporting of LTI in the parent company

From January 1, 2013 the long-term incentive programs are also reported in the parent company's financial statements. The comparable periods are restated and the effects per December 31, 2012 amount to SEK –11 (–11) million on net profit for the year, SEK 64 (39) million on equity, SEK 8 (4) million on accrued expenses, SEK 11 (7) million on shares in group companies and SEK 61 (36) million on receivables from group companies. There are no effects on the Group's financial statements.

NOTE 10 BUSINESS ACQUISITIONS AND DIVESTMENTS

Acquisitions and divestments of shares and participations affecting cash flow were as follows:

SEK million 2013
Full year
Acquisitions
Capital contribution to associated companies –25
Dividend received from associated companies 1
Total acquisition of shares and participations –24
Divestments
Russia 17,252
Total sale of shares and participations 17,252
TOTAL CASH FLOW EFFECT 17,228

DIVESTMENTS

Divestments after closing day

On October 23, 2013 Tele2 announced the sale of its Swedish residential cable and fiber operations to Telenor for SEK 792 million. The sale was completed in January 2, 2014 after approval by regulatory authorities and the capital gain in Q1 2014 is estimated to SEK 250 million. The operation affected Tele2's net sales in 2013 and in Q4 2013 by SEK 565 (525) million and SEK 144 (138) million respectively.

Net assets classified as held for sale is stated below.

SEK million Dec 31, 2013
Goodwill 9
Tangible assets 429
Current receivables 10
Assets classified as held for sale 448
Deferred tax liabilities –18
Current non-interest-bearing liabilities –35
Liabilities directly associated with assets classified as held for sale –53
NET ASSETS 395

PRO FORMA

The table below shows how the divested companies and operations on December 31, 2013 would have affected Tele2's net sales and result if they had been divested on January 1, 2013.

Full year 2013
Divested operations
SEK million Tele2 Group Cable and fiber operations,
Sweden
Tele2 Group,
pro forma
Net sales 29,871 –565 29,306
EBITDA 5,990 –100 5,890
Net profit 655 30 685

DISCONTINUED OPERATIONS

On March 27, 2013 Tele2 announced the sale of its Russian operations, Tele2 Russia Group, to VTB Group. The sale was completed on April 4, 2013 after approval by regulatory authorities. The transaction including costs for central support system for the Russian operation and other transaction costs resulted in a capital gain during Q2 2013 of SEK 14.9 billion. In addition, the capital gain has been affected negatively with SEK -1.7 billion related to a reversal of exchange rate differences previously reported in other comprehensive income which was reversed over the income statement but with no effect on total equity.

The divestment has been reported separately under discontinued operations in the income statement, with a retrospective effect on previous periods.

The Russian operation reported as discontinued operations is stated below.

Income statement

2013 2012 2013 2013 2013 2013 2012 2012
Q3
3,261 3,402 3,257
1,537 6,152 1,537 1,627 1,537
–402 –458 –379
–231 –833 –231 –223 –187
13,238 23 13,215
6 14 6 3 7
–1 –12 –1 –1 –2
14,147 3,678 909 948 976
–122 –463 –122 –127 –129
21 –62 21 –38 6
14,046 3,153 808 783 853
–111 –865 41 –152 –434 –156
13,935 2,288 656 349 697
31.30 5.14 0.03 29.79 1.48 0.78 1.56
31.10 5.12 0.03 29.61 1.46 0.78 1.56
Full year
Other operating expenses
Full year
3,261 12,984
–1,724 –6,832
–402 –1,643
Q4 Q3 Q2
23 13,215
23 13,215
23 13,256
Q1 Q4
– –1,724 –1,775 –1,720

Cash flow statement

SEK million 2013
Full year
2012
Full year
2013
Q4
2013
Q3
2013
Q2
2013
Q1
2012
Q4
2012
Q3
OPERATING ACTIVITIES
Operating profit 14,147 3,678 23 13,215 909 948 976
Adjustments for non-cash
items in operating profit –12,962 1,051 –23 –13,215 276 278 258
Financial items paid –69 –376 –69 –175 –76
Taxes paid –177 –879 –177 –454 –163
Cash flow from
operations before
changes in working
capital 939 3,474 939 597 995
Changes in working
capital –216 238 –216 208 12
CASH FLOW FROM
OPERATING ACTIVITIES
723 3,712 723 805 1,007
INVESTING ACTIVITIES
CAPEX paid –316 –1,326 –316 –175 –407
Cash flow after CAPEX
Sale of shares
17,252 407 2,386

–1

–48 17,404
407
–103
630
600
Cash flow from
investing activities
16,936 –1,326 –1 –48 17,404 –419 –175 –407
CASH FLOW AFTER
INVESTING ACTIVITIES 17,659 2,386 –1 –48 17,404 304 630 600
FINANCING ACTIVITIES
Changes of loans, net –1 2,810 –1 –21 –63
Other financing activities –93 –93
Cash flow from
financing activities –94 2,810 –94 –21 –63
NET CHANGE IN
CASH AND CASH
EQUIVALENTS
17,565 5,196 –1 –48 17,404 210 609 537

Net assets at the time of divestment

SEK million Russia
Goodwill 792
Other intangible assets 1,510
Tangible assets 6,190
Financial assets 5
Deferred tax assets 720
Inventories 23
Current receivables 688
Cash and cash equivalents 212
Deferred tax liabilities –346
Non-current interest-bearing liabilities –6,302
Current interest-bearing liabilities –1,474
Current non-interest-bearing liabilities –1,683
Divested net assets 335
Capital gain 14,954
Sales price, net sales costs 15,289
Sales costs etc, non-cash 9
Received payment for intercompany loans 2,166
Less: cash in divested operations –212
TOTAL CASH FLOW EFFECT 17,252

Additional information

Number of

customers Net intake
2013 2012 2013 2013 2013 2013 2012 2012
Thousands Dec 31 Dec 31 Q4 Q3 Q2 Q1 Q4 Q3
Mobile – 22,716 166 373 710
Numbers of customers
and net intake – 22,716 166 373 710
Divested companies – –22,882
Numbers of customers
and net change – 22,716 – –22,882 166 373 710
Net sales
2013 2012 2013 2013 2013 2013 2012 2012
SEK million Full year Full year Q4 Q3 Q2 Q1 Q4 Q3
Mobile 3,261 12,984 3,261 3,402 3,257
Net sales 3,261 12,984 3,261 3,402 3,257
EBITDA
SEK million 2013
Full year
2012
Full year
2013
Q4
2013
Q3
2013
Q2
2013
Q1
2012
Q4
2012
Q3
Russia
Mobile 1,189 4,744 1,189 1,243 1,239
Other
Other operations –3 –24 –3 –15 –8
EBITDA 1,186 4,720 1,186 1,228 1,231
EBIT
2013 2012 2013 2013 2013 2013 2012 2012
SEK million Full year Full year Q4 Q3 Q2 Q1 Q4 Q3
Russia
Mobile 909 3,683 909 959 976
Other
Other operations –5 –11
909 3,678 909 948 976
Sale of operations, profit 13,238 23 13,215
EBIT 14,147 3,678 23 13,215 909 948 976
Specification of items between EBITDA and EBIT
2013 2012 2013 2013 2013 2013 2012 2012
SEK million Full year Full year Q4 Q3 Q2 Q1 Q4 Q3
EBITDA 1,186 4,720 1,186 1,228 1,231
Sale of operations 13,238 23 13,215
Depreciation/
amortization and
other impairment –277 –1,042 –277 –280 –255
EBIT 14,147 3,678 23 13,215 909 948 976
CAPEX
SEK million 2013
Full year
2012
Full year
2013
Q4
2013
Q3
2013
Q2
2013
Q1
2012
Q4
2012
Q3
Mobile 365 1,590 365 371 361
CAPEX 365 1,590 365 371 361
Additional cash flow information
2013 2012 2013 2013 2013 2013 2012 2012
SEK million Full year Full year Q4 Q3 Q2 Q1 Q4 Q3
CAPEX –365 –1,590 –365 –371 –361
This year unpaid CAPEX
and paid CAPEX from
previous year 117 193 –189
Received payment of sold
non-current assets 49 147 49 3 143
Paid CAPEX –316 –1,326 –316 –175 –407
SEK million
Net sales 2013 2012 2011 2010 2009
3,261 12,984 11,463 10,142 7,540
Numbers of customers (by thousands) 22,882 22,716 20,636 18,438 14,451
EBITDA 1,186 4,720 4,452 3,560 2,467
EBIT 14,147 3,678 3,553 2,765 1,820
EBT 14,046 3,153 3,416 2,784 1,529
Net profit
CAPEX
13,935
365
2,288
1,590
2,695 2,010 2,348
1,495
1,290
2,236