BOARD OF DREI CTORAS’ ND PRESIDENT’S CERTIFICATIONannualreports.teliacompany.com/globalassets/pdf-till-download-center/engelsk...For further information please refer to the Group’s

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Annual and Sustainability Report 2016

OTHER INFORMATION

BOARD OF DIRECTORS’ AND PRESIDENT’S CERTIFICATION

BOARD OF DIRECTORS’ AND PRESIDENT’S CERTIFICATION

The Board of Directors and the President and CEO certify that the consolidated financial statements have been prepared in accordance with IFRSs as adopted by the EU and give a true and fair view of the Group’s financial position and results of operations. The financial statements of the Parent Company have been prepared in accordance with generally accepted accounting principles in Sweden and give a true and fair view of the Parent Company’s financial position and results of operations.

The Board of Directors' Report for the Group and the Parent Company provides a fair review of the development of the Group’s and the Parent Company’s operations, financial position and results of operations and describes material risks and uncertainties facing the Parent Company and the companies included in the Group.

Stockholm, March 8, 2017

Marie Ehrling Chair of the Board

Olli-Pekka Kallasvuo Vice-Chair of the Board

Agneta Ahlström Board member,

employee representative

Susanna Campbell Board member

Stefan CalssonBoard member,


Mikko Kosonen Board member

Nina Linander Board member

Martin Lorentzon Board member

Anna Settman Board member

Olaf Swantee Board member

Peter Wiklund Board member,


Johan Dennelind President and CEO

Our auditors’ report was rendered on March 8, 2017

Deloitte AB

Jan Nilsson Authorized Public Accountant

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AUDITORS’ REPORT

REPORT ON THE ANNUAL ACCOUNTS AND CONSOLIDATEDACCOUNTS OpinionsWe have audited the annual accounts and consolidated accounts of Telia Company AB (publ) for the financial year 2016-01-01 - 2016-12-31 except for the corporate govern-ance statement on pages 51-70. The annual accounts and consolidated accounts of the company are included on pages 22-50, 100-205 and 214 in this document.

In our opinion, the annual accounts have been prepared in accordance with the Annual Accounts Act and present fairly, in all material respects, the financial position of the parent company as of 31 December 2016 and its financial performance and cash flow for the year then ended in accordance with the Annual Accounts Act. The consoli-dated accounts have been prepared in accordance with the Annual Accounts Act and present fairly, in all material respects, the financial position of the group as of 31 De-cember 2016 and their financial performance and cash flow for the year then ended in accordance with International Fi-nancial Reporting Standards (IFRS), as adopted by the EU, and the Annual Accounts Act. Our opinions do not cover the corporate governance statement on pages 51-70. The statutory administration report is consistent with the other parts of the annual accounts and consolidated accounts.

We therefore recommend that the general meeting of shareholders adopts the income statement and balance sheet for the parent company and the group.

Basis for OpinionsWe conducted our audit in accordance with International Standards on Auditing (ISA) and generally accepted audit-ing standards in Sweden. Our responsibilities under those standards are further described in the Auditor’s Responsi-bilities section. We are independent of the parent company and the group in accordance with professional ethics for ac-countants in Sweden and have otherwise fulfilled our ethical responsibilities in accordance with these requirements.

We believe that the audit evidence we have obtained is suf-ficient and appropriate to provide a basis for our opinions.

Key Audit MattersKey audit matters of the audit are those matters that, in our professional judgment, were of most significance in our audit of the annual accounts and consolidated accounts of the current period. These matters were addressed in the context of our audit of, and in forming our opinion thereon, the annual accounts and consolidated accounts as a whole, but we do not provide a separate opinion on these matters.

To the general meeting of the shareholders of Telia Company AB (publ)corporate identity number 556103-4249

REVENUE RECOGNITIONRisk descriptionIn Telia Company, net sales amount to SEK 97.8 billion including discontinued operations and comprise of several different revenue streams such as traffic charges including interconnect and roaming, subscription fees, installation fees, services and equipment sales. Telia Company may bundle services and products into one customer offer-ing. Offerings may involve the delivery or performance of multiple products, services, or rights to use assets (multiple deliverables).

We focused on this area since there are a number of risks mainly relating to the interpretation and application of ac-counting principles which include management estimates as to when the revenue should be recognized, and as well the completeness and valuation of revenue which mainly derives from the use of complex billing systems and data applications. In these systems and applications a vast amount of data are generated when customers use Telia Company’s services and networks.

Audit proceduresOur audit procedures included, but were not limited to:• evaluating the design and testing operational effec-

tiveness of key internal controls, including relevant IT systems, used for billing and monitoring of revenue recognition;

• review of billing and revenue recognition policies with respect to significant new services, products and tariff plans during the year to determine appropriate revenue recognition;

• analytical and detailed audit procedures for a selection of recognized revenue and

• evaluating the adequacy of disclosures related to the various revenue streams.

For further information, please refer to the Group’s ac-counting principles in note C3 on page 111-120, the key management judgements made in note C2 on pages 107-108 and the disclosures for Net Sales in note C6 on page 124 and information of Net Sales in discontinued operations in note C34 on page 174.

CARRYING VALUE OF ASSETSRisk descriptionTelia Company’s recorded values of intangible and other non-current tangible assets amount to SEK 129.1 billion excluding assets-held-for-sale and represent a significant part of Telia Company’s total assets. Telia Company is

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required to test such assets for impairment annually or whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. A number of significant assumptions and estimates are involved when testing assets for impairment, among other determine fair value less costs of disposal, identification of cash generating units, estimation of expected future discounted cash flows and determine the weighted average cost of capital (”WACC”). The process for preparing impair-ment test also includes relevant management and board approvals of business plans and valuations.

We focused on the impairment test of intangible and other non-current tangible assets as the carrying value of such assets is material and the tests are sensitive to chang-es in assumptions.

Audit proceduresTogether with our valuation specialists our audit proce-dures included, but were not limited to:• gained an understanding of managements process for

identifying indicators of impairment;• evaluating the assumptions and methodologies used by

management when testing assets for impairment includ-ing sensitivity analyses;

• evaluating the adequacy of disclosures related to those assumptions to which the outcome of the impairment test is most sensitive.

For further information, please refer to the Group’s ac-counting principles in note C3 on pages 111-121, the key management judgements made for valuation in note C2 on page 108-109 and the information on intangible and non-current intangible assets in note C12 and C13 on pages 132-136.

DIVESTMENTS IN EURASIARisk descriptionTelia Company announced in September 2015 their inten-tion to divest their operations and assets in Eurasia. The operations to be divested are classified as held for sale and discontinued operations as of 31 December, 2016. Ac-cording to IFRS 5, non-current assets and disposal groups should be classified as held-for-sale if their carrying value will be recovered principally through a sales transaction rather than through continuing use. One of the conditions that must be satisfied for classification as held-for-sale is that the sale is highly probable within one year. In addition, assets held for sale should be measured at the lower of carrying value and estimated fair value less costs to sell. For operations already fully divested the capital gain or loss calculations can be complex and also include significant management judgements relating to for example provisions for indemnities.

Since the operations are in countries with complex regu-latory environment, compliance with local and international legislations as well as internal policies needs to be adhered to by the Board of directors and management.

We focused on this area since the amounts are significant and valuations and the accounting are complex and based

on judgements and estimates. In addition the divestment requires a thorough governance structure to ensure com-pliance with local and international legislation and internal policies.

Audit proceduresOur audit procedures included, but were not limited to:• review of Telia Company’s actions in order to divest the

operations and assets in Eurasia;• identification and analysis of facts and circumstances

to assess if former segment region Eurasia should be classified as held for sale and reported as discontinued operations as of 31 December, 2016, in accordance with IFRS 5;

• review and evaluation of the Board of directors’ and management’s process to determine fair value less costs to sell;

• review of capital gain or loss calculations including presentation in the financial reporting and adequacy of disclosures;

• gained an understanding of the divestment processes including assessment of compliance to relevant legisla-tion and internal policies as well as testing adequate approvals.

For further information please refer to the Group’s ac-counting principles in note C3 on pages 111-121, the key management judgements made for classification and valuation of assets held for sale in note C2 on page 110 and the information on assets held for sale and discontinuing operations in note C34 on page 174-178.

REVIEW OF EURASIAN TRANSACTIONSRisk descriptionAs described on page 49 in the Annual accounts Telia Company and subsidiaries in the Netherlands are subject to investigations in Sweden, the Netherlands and the US regarding Telia Company’s operations in Uzbekistan and suspected irregularities in 2007 related to those and to the market entry into Uzbekistan. Telia Company has received a preliminary claim from the US and Dutch authorities amounting to USD 1.45 billion and a provision of the same amount in SEK (SEK 13.2 billion, including subsequent foreign currency changes) was recorded in 2016.

We focused on this area since the amount has a signifi-cant impact on the financial position of Telia Company.

Audit proceduresOur audit procedures included, but were not limited to:• obtaining from management a description and evaluation

of the claim and management’s assessments and judge-ment related to the most likely outcome;

• inquiring of and discussions with in-house legal counsel about circumstances and considerations to be made in order to assess the claim;

• inquiring of external legal counsel about circumstances and considerations related to the claim and

• evaluating the adequacy of relevant disclosures.

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For further information, please refer to the Risks and uncer-tainties section in the Board of Directors’ report on pages 49-50, the key management judgements made in note C2 on pages 109-110 and the information on provisions within discontinued operations in note C34 on page 178.

IT-SYSTEMS FOR FINANCIAL REPORTINGRisk descriptionIn addition to revenues large amounts of data are gener-ated and processed in Telia Company’s IT environment as part of their daily operations. The IT environment is complex and includes multiple applications throughout the Group. In addition data warehouse solutions are being used to capture and aggregate information as needed. The complex IT infrastructure requires processes for maintain-ing key IT systems and controls that enhance efficiency, consistency and control within business processes.

We focused on this area since there are risks that all transactions and data used for financial reporting are not captured timely and/or not complete.

Audit proceduresIn collaboration with our IT-audit specialists our audit pro-cedures included, but were not limited to:• evaluation of Telia Company’s governance model regard-

ing IT and IT controls; • identification, evaluation and testing of general computer

controls for systems material to financial reporting;• identification, evaluation and testing of automated

controls within IT applications as well as data analytic procedures in order to review cut-off and completeness of information for systems material to financial reporting

• identification, evaluation and testing of controls over criti-cal data for financial reporting.

CAPITAL EXPENDITURERisk descriptionTelia Company is investing significant amounts in their operations and capital expenditure amounts to SEK 21.4 billion for 2016 including discontinued operations. These investments have significant impact of the reporting of the financial position for Telia Company. The significant invest-ments made by Telia Company require robust processes for acquiring and monitoring of intangible and tangible assets.

We focused on this area since there is significant man-agement judgment required to determine the economic life of assets and assess appropriate amortization and depreciation rates as well as management assessment and application of accounting principles for costs to be capital-ized.

Audit proceduresOur audit procedures included, but were not limited to:• review of Telia Company’s capital expenditure programs

to understand strategy and its impacts on the financial statements;

• review the process for acquiring and accounting for intangible and tangible assets;

• detailed sample testing of the nature and amount of capitalized items as well as amortization and deprecia-tion rates applied by Telia Company.

For further information, please refer to the Group’s ac-counting principles in note C3 on pages 111-121, the prin-ciples for useful lives of assets in note C2 on page 108 and the information on Capital Expenditure during 2016 in notes C12, C13 and C34 on pages 132-136 and 174-178.

Other information than the annual accounts and consolidated accountsThis document also contains other information than the annual accounts and consolidated accounts and is found on pages 2-21, 71-99, 206-213 and 220-230. The Board of Directors and the Managing Director are responsible for this other information.

Our opinion on the annual accounts and consolidated ac-counts does not cover this other information and we do not express any form of assurance conclusion regarding this other information.

In connection with our audit of the annual accounts and consolidated accounts, our responsibility is to read the in-formation identified above and consider whether the infor-mation is materially inconsistent with the annual accounts and consolidated accounts. In this procedure we also take into account our knowledge otherwise obtained in the audit and assess whether the information otherwise appears to be materially misstated.

If we, based on the work performed concerning this information, 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.

Responsibilities of the Board of Directors and the Managing DirectorThe Board of Directors and the Managing Director are responsible for the preparation of the annual accounts and consolidated accounts and that they give a fair presentation in accordance with the Annual Accounts Act and, concern-ing the consolidated accounts, in accordance with IFRS as adopted by the EU. The Board of Directors and the Manag-ing Director are also responsible for such internal control as they determine is necessary to enable the preparation of annual accounts and consolidated accounts that are free from material misstatement, whether due to fraud or error.

In preparing the annual accounts and consolidated ac-counts, The Board of Directors and the Managing Director are responsible for the assessment of the company’s and the group’s ability to continue as a going concern. They disclose, as applicable, matters related to going concern and using the going concern basis of accounting. The go-ing concern basis of accounting is however not applied if the Board of Directors and the Managing Director intends to liquidate the company, to cease operations, or has no realistic alternative but to do so.

The Audit Committee shall, without prejudice to the Board of Director’s responsibilities and tasks in general,

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among other things oversee the company’s financial re-porting process.

Auditor’s responsibilityOur objectives are to obtain reasonable assurance about whether the annual accounts and consolidated accounts as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinions. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit con-ducted in accordance with ISAs and generally accepted auditing standards in Sweden will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to in-fluence the economic decisions of users taken on the basis of these annual accounts and consolidated accounts.

As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepti-cism throughout the audit. We also:• Identify and assess the risks of material misstatement

of the annual accounts and consolidated accounts, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinions. The risk of not detecting a mate-rial misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of the company’s internal con-trol relevant to our audit in order to design audit proce-dures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effective-ness of the company’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors and the Managing Director.

• Conclude on the appropriateness of the Board of Directors’ and the Managing Director’s use of the going concern basis of accounting in preparing the annual accounts and consolidated accounts. We also draw a conclusion, based on the audit evidence obtained, as to whether any material uncertainty exists related to events or conditions that may cast significant doubt on the company’s and the group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the annual accounts and consolidated accounts or, if such disclosures are inadequate, to modify our opinion about the annual ac-counts and consolidated accounts. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause a company and a group to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the annual accounts and consolidated accounts, including the disclosures, and whether the annual ac-

counts and consolidated accounts represent the under-lying transactions and events in a manner that achieves fair presentation.

• Obtain sufficient and appropriate audit evidence regard-ing the financial information of the entities or business activities within the group to express an opinion on the consolidated accounts. We are responsible for the direc-tion, supervision and performance of the group audit. We remain solely responsible for our opinions.

We must inform the Board of Directors of, among other matters, the planned scope and timing of the audit. We must also inform of significant audit findings during our au-dit, including any significant deficiencies in internal control that we identified.

We must also provide the Board of Directors with a state-ment that we have complied with relevant ethical require-ments regarding independence, and to communicate with them all relationships and other matters that may reason-ably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with the Board of Directors, we determine those matters that were of most significance in the audit of the annual accounts and con-solidated accounts, including the most important assessed risks for material misstatement, and are therefore the key audit matters. We describe these matters in the auditor’s report unless law or regulation precludes disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in the auditor’s report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

REPORT ON OTHER LEGAL ANDREGULATORY REQUIREMENTS OpinionsIn addition to our audit of the annual accounts and consoli-dated accounts, we have also audited the administration of the Board of Directors and the Managing Director of Telia Company AB (publ) for the financial year 2016-01-01 - 2016-12-31 and the proposed appropriations of the company’s profit or loss.

We recommend to the general meeting of shareholders that the profit to be appropriated in accordance with the proposal in the statutory administration report and that the members of the Board of Directors and the Managing Director be discharged from liability for the financial year.

Basis for OpinionsWe conducted the audit in accordance with generally accepted auditing standards in Sweden. Our responsibili-ties under those standards are further described in the Auditor’s Responsibilities section. We are independent of the parent company and the group in accordance with professional ethics for accountants in Sweden and have otherwise fulfilled our ethical responsibilities in accordance with these requirements.

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AUDITORS’ REPORT


Deloitte AB

Signature on Swedish original

Jan NilssonAuthorized Public Accountant

We believe that the audit evidence we have obtained is suf-ficient and appropriate to provide a basis for our opinions.

Responsibilities of the Board of Directors and the Managing DirectorThe Board of Directors is responsible for the proposal for appropriations of the company’s profit or loss. At the pro-posal of a dividend, this includes an assessment of whether the dividend is justifiable considering the requirements which the company’s and the group’s type of operations, size and risks place on the size of the parent company’s and the group’s equity, consolidation requirements, liquid-ity and position in general.

The Board of Directors is responsible for the company’s organization and the administration of the company’s af-fairs. This includes among other things continuous assess-ment of the company’s and the group’s financial situation and ensuring that the company’s organization is designed so that the accounting, management of assets and the company’s financial affairs otherwise are controlled in a re-assuring manner. The Managing Director shall manage the ongoing administration according to the Board of Directors’ guidelines and instructions and among other matters take measures that are necessary to fulfill the company’s ac-counting in accordance with law and handle the manage-ment of assets in a reassuring manner.

Auditor’s responsibilityOur objective concerning the audit of the administration, and thereby our opinion about discharge from liability, is to obtain audit evidence to assess with a reasonable degree of assurance whether any member of the Board of Direc-tors or the Managing Director in any material respect:• has undertaken any action or been guilty of any omission

which can give rise to liability to the company, or• in any other way has acted in contravention of the Com-

panies Act, the Annual Accounts Act or the Articles of Association.

Our objective concerning the audit of the proposed appro-priations of the company’s profit or loss, and thereby our opinion about this, is to assess with reasonable degree of assurance whether the proposal is in accordance with the Companies Act.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with generally accepted auditing standards in Sweden will

always detect actions or omissions that can give rise to li-ability to the company, or that the proposed appropriations of the company’s profit or loss are not in accordance with the Companies Act.

As part of an audit in accordance with generally accepted auditing standards in Sweden, we exercise professional judgment and maintain professional scepticism throughout the audit. The examination of the administration and the proposed appropriations of the company’s profit or loss is based primarily on the audit of the accounts. Additional audit procedures performed are based on our professional judgment with starting point in risk and materiality. This means that we focus the examination on such actions, areas and relationships that are material for the operations and where deviations and violations would have particular importance for the company’s situation. We examine and test decisions undertaken, support for decisions, actions taken and other circumstances that are relevant to our opinion concerning discharge from liability. As a basis for our opinion on the Board of Directors’ proposed appro-priations of the company’s profit or loss we examined the Board of Directors’ reasoned statement and a selection of supporting evidence in order to be able to assess whether the proposal is in accordance with the Companies Act.

Auditor’s examination of the corporate governance reportThe Board of Directors is responsible for that the corporate governance statement on pages 51-70 has been prepared in accordance with the Annual Accounts Act.

Our examination of the corporate governance statement is conducted in accordance with FAR’s auditing standard RevU 16 The auditor’s examination of the corporate gov-ernance statement. This means that our examination of the corporate governance statement is different and substan-tially less in scope than an audit conducted in accordance with International Standards on Auditing and generally accepted auditing standards in Sweden. We believe that the examination has provided us with sufficient basis for our opinions.

A corporate governance statement has been prepared. Disclosures in accordance with chapter 6 section 6 the second paragraph points 2-6 of the Annual Accounts Act and chapter 7 section 31 the second paragraph the same law are consistent with the other parts of the annual ac-counts and consolidated accounts and are in accordance with the Annual Accounts Act.

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AUDITORS’ LIMITED ASSURANCE REPORT

AUDITORS’ LIMITED ASSURANCE REPORT ON THE SUSTAINABILITY REPORTThis is the translation of the auditor’s report in Swedish.

To Telia Company AB (publ), corporate identity number 556103-4249.

INTRODUCTIONWe have been engaged by the Management of the Telia Company AB (publ) to undertake a limited assurance engagement of the Telia Company Sustainability Report for the year 2016. The Company has defined the scope of the Sustainability Report on page 2 in the printed version of this document.

RESPONSIBILITIES OF THE BOARDOF DIRECTORS AND THE EXECUTIVE MANAGEMENT FOR THE SUSTAINABILITY REPORTThe Board of Directors and the Executive Management are responsible for the preparation of the Sustainability Report in accordance with the applicable criteria, as explained on page 206 in the Sustainability Report, and are the parts of the Sustainability Reporting Guidelines (published by The Global Reporting Initiative (GRI)) which are applicable to the Sustainability Report, as well as the accounting and cal-culation principles that the Company has developed. This responsibility also includes the internal control relevant to the preparation of a Sustainability Report that is free from material misstatements, whether due to fraud or error.

RESPONSIBILITIES OF THE AUDITOR Our responsibility is to express a conclusion on the Sus-tainability Report based on the limited assurance proce-dures we have performed.

We conducted our limited assurance engagement in ac-cordance with RevR 6 Assurance of Sustainability Reports issued by FAR. A limited assurance engagement consists of making inquiries, primarily of persons responsible for the preparation of the Sustainability Report, and applying analytical and other limited assurance procedures. The procedures performed in a limited assurance engage-ment vary in nature from, and are less in extent than for, a reasonable assurance engagement conducted in ac-cordance with IAASB’s Standards on Auditing and other generally accepted auditing standards in Sweden. The firm applies ISQC 1 (International Standard on Quality Control) and accordingly maintains a comprehensive system of quality control including documented policies and pro-cedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements. The procedures performed consequently do not enable us to obtain assurance that we would become aware of all significant matters that might be identified in a reasonable assurance engagement. Accordingly, we do not express a reasonable assurance conclusion.

Our procedures are based on the criteria defined by the Board of Directors and the Executive Management as described above. We consider these criteria suitable for the preparation of the Sustainability Report.

We believe that the evidence we have obtained is suf-ficient and appropriate to provide a basis for our conclusion below.

CONCLUSIONBased on the limited assurance procedures we have per-formed, nothing has come to our attention that causes us to believe that the Sustainability Report, is not prepared, in all material respects, in accordance with the criteria defined by the Board of Directors and Executive Management.


Deloitte AB

Signatures on Swedish original

Jan Nilsson Didrik Roos Authorized Public Accountant Authorized Public Accountant

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UNITED NATIONS GLOBAL COMPACT PRINCIPLES

UNITED NATIONS GLOBAL COMPACT PRINCIPLES

Telia Company is a signatory to the United Nations Global Compact since 2013. This Annual and Sustainability Report represents our Communication On Progress.

Telia Company’s implementation of the UN Global Compact principles is outlined in the table below. Our statement of continuing support for the Global Compact is found in “Comments by the Chair”. Four subsidiaries – Omnitel and TEO in Lithuania, Moldcell in Moldova and Kcell in Kazakhstan – are themselves also signatories to the Global Compact. This Annual and Sustainability Report represents the Communication On Progress also for these companies.

Principle Human Rights Approach and outcomes

1 Support and respect the protection of internationally proclaimed human rights

See Sustainability Work, sections “Sustainability in Telia Company”, “Human rights impact assessments” and “Freedom of expression”

2 Make sure that we are not complicit in human rights abuses

See Sustainability Work, sections “Human rights impact assessments” and “Freedom of expression”

Labor

3 Uphold the freedom of association and the effective recognition of the right to collective bargaining

See Sustainability Work, sections “Occupational health and safety” and “Responsible procurement,” and GRI Index, “G4-11” and “G4-HR4-6”

4 Uphold the elimination of all forms of forced and compulsory labor

See Sustainability Work, section “Responsible procure-ment” and GRI Index, “G4-HR4-6”

5 Uphold the effective abolition of child labor See Sustainability Work, section “Responsible procure-ment” and GRI Index, “G4-HR4-6”

6 Uphold the elimination of discrimination in respect of employment and occupation

See Sustainability Work, section “Occupational health and safety”

Environment

7 Support a precautionary approach to environmental challenges

See Sustainability Work, section “Environmental responsibility” and GRI Index, “G4-14”

8 Undertake initiatives to promote greater environmental responsibility

See Sustainability Work, section “Environmental responsibility”

9 Encourage the development and diffusion of environmentally friendly technologies

See Sustainability Work, section “Environmental responsibility”

Anti-corruption

10 Work against corruption in all its forms, including extortion and bribery

See Sustainability Work, section “Anti-bribery and corruption”

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UK MODERN SLAVERY ACT STATEMENT

TELIA COMPANY STATEMENT

This statement has not been subject to limited assurance.

As per the UK Modern Slavery Act (the Act), compa-nies with operations in the UK are called upon to report on their practices regarding understanding and pre-venting any kind of human trafficking, forced or slave labor in their own operations and their supply chain. Telia Company has operations in the UK through its subsidiary Telia Carrier UK Limited. Additionally, Kcell in Kazakhstan in which Telia Company is a majority owner is listed on the London Stock Exchange. Kcell has no significant business in the UK.

Telia Company is committed to the United Nations’ Universal Declaration of Human Rights and the core conventions of the ILO, and seek to respect human rights as set out in the UN Guiding Principles on Busi-ness and Human Rights. We follow local legislation on human and labor rights wherever we operate. These and other commitments form the foundation of the Code of Responsible Business Conduct, which applies to all employees and subsidiaries. The commitments are extended to our supply chain through the Supplier Code of Conduct, which states the expectations and requirements on all our suppliers and sub-suppliers.

Telia Company considers the issues and related risks covered by the Act well understood and man-aged, and that they should be virtually non-existent within its own operations. We know that the risks are considerably higher in the supply chain, and through our Responsible procurement work we have processes in place to carry out third party due diligence, including risk assessments and audits, to identify and together with suppliers mitigate the presence and related risks of, inter alia, the issues covered by the Act. These processes are regularly revised, and key employees are continuously trained, to make sure that we work according to our commitments. If an employee or third party identifies potential or actual violation of these commitments or requirements, they can file an anony-mous report to the Speak-Up Line.

» Telia Company is commit-ted to preventing any kind of human trafficking, forced or slave labor in its own operations and in its supply chain.«

UK MODERN SLAVERY ACT STATEMENT

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FIVE-YEAR SUMMARY

Telia Company GroupFinancial data 2016 2015 2014 2013 7 20127

Income (SEK in millions) 1

Net sales 84,178 86,569 81,131 101,870 104,898Operating income 21,090 14,606 17,743 24,462 28,400EBITDA excluding non-recurring items 25,836 25,281 24,364 35,584 36,171EBITDA 29,813 23,992 23,453 33,656 35,074Net income from continuing operations 16,433 9,532 12,219 – –Net income from discontinued operations -9,937 673 3,379 – –Net income 6,496 10,205 15,599 16,767 21,168

Financial position (SEK in millions) 2

Goodwill and other intangible assets 70,947 67,933 86,161 81,522 83,278Property, plant and equipment 58,107 55,093 69,669 64,792 62,657Other non-current assets 50,421 50,824 54,592 46,681 49,738Current assets 73,955 80,167 61,645 59,833 57,373Total assets 253,430 254,017 272,066 252,828 253,046Total equity 94,869 102,202 116,364 112,934 109,106

of which attributable to owners of the parent 89,833 97,884 111,383 108,324 105,150Non-current liabilities 101,734 109,175 118,163 103,226 108,409Current liabilities 56,826 42,641 37,539 36,668 35,531Total equity and liabilities 253,430 254,017 272,066 252,828 253,046

Capital employed, continuing and discontinued operations 184,900 193,486 208,365 192,134 193,056Operating capital, continuing and discontinued operations 136,041 144,609 155,683 143,154 144,020Net debt, continuing and discontinued operations 50,756 55,717 59,320 55,774 59,444

Cash flows (SEK in millions)3

Cash flow from operating activities 25,970 35,249 29,252 31,036 38,879Cash flow from investing activities -7,428 -28,985 -21,979 -14,644 -6,359Cash flow from financing activities -22,491 -9,628 -10,269 -15,013 -15,231Cash flow for the year -3,949 -3,363 -2,997 1,379 17,289

Free cash flow 7,267 16,550 13,046 16,310 23,740of which from discontinued operations 116 4,030 4,905 – –

Investments (SEK in millions)4

CAPEX 15,625 14,595 11,955 16,332 15,685Acquisitions and other investments 483 5,818 1,210 1,461 1,905Total investments 16,108 20,413 13,165 17,793 17,590

Key ratios5

Return on equity (%) 4.5 9.3 15.0 15.9 20.5Return on capital employed (%) 7.7 8.9 12.2 13.5 14.9Equity/assets ratio (%) 34.0 35.1 38.0 39.5 38.2Net debt/equity ratio (%) 58.9 62.5 57.4 55.8 61.4Net debt/EBITDA rate excl. non-recurring items 1.69 1.53 1.68 1.57 1.64Net debt/assets ratio 20.0 21.9 21.8 22.1 23.5Owners’ equity per share (SEK) 20.75 22.61 25.72 25.02 24.28

Share dataNumber of outstanding shares (millions)– at the end of the period 4,330.1 4,330.1 4,330.1 4,330.1 4,330.1– average, basic 4,330.1 4,330.1 4,330.1 4,330.1 4,330.1– average, diluted 4,330.1 4,330.1 4,330.1 4,330.1 4,330.1Basic and diluted total earnings per share (SEK) 0.86 1.97 3.35 3.46 4.59Cash dividend per share (SEK) 6 2.00 3.00 3.00 3.00 2.85Total cash dividend (SEK in millions) 6 8,660 12,990 12,990 12,990 12,341

Pay-out ratio (%) 8 121 152 90 87 62

FIVE-YEAR SUMMARY

1) Former segment region Eurasia is classified as held for sale and discontinued operations since December 31, 2015, and is therefore presented on one line in the income statement 2016, 2015 and 2014. The above presented income statement line items for 2016, 2015 and 2014 refer to continuing operations if not otherwise stated.

2) Assets and liabilities in former segment region Eurasia are presented separately on two line items in the consolidated statement of financial position as of December 31, 2016 and Decemer 31, 2015. The Sergel companies (Sergel) are classified as assets held for sale since June 30, 2016. In the above presented balance sheet line items assets classified as held for sale and liabilities directly associated with assets classified as held for sale are included in current assets and current liabilities.

3) Cash flow information is presented including discountinued operations.4) 2016, 2015 and 2014 including continuing operations only. 5) Key ratios are based on the total Telia Company group including both continuing and discontinued operations for 2014, 2015 and 2016. The definition for the key ratio

Return on capital employed was changed during 2014 (see Definitions), only 2013, 2014, 2015 and 2016 have been calculated with the current definition.6) For 2016 as proposed by the Board of Directors.7) 2012-2013 are not restated to reflect classification of former segment region Eurasia as discontinued operations.8) For 2016, the Board of Directors proposes to the Annual General Meeting an ordinary dividend of 2.00 SEK, or 121 percent of free cash flow attributable to continuing

operations, due to this the definition of paid-out ratio has been changed. 2012-2015 has not been recalculated.

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FIVE-YEAR SUMMARY

Telia Company GroupOperational data 2016 2015 2014 2013 2012

Mobile services

Total subscriptions (thousands) 1) 16,695 20,033 19,179 19,337 20,537of which Sweden

Mobile telephony, total subscriptions (thousands) 2) 6,207 6,119 6,186 6,171 6,587Mobile telephony, blended churn (%) 17 19 19 19 15Mobile telephony, ARPU (SEK) 209 206 200 198 190

of which FinlandMobile telephony, subscriptions (thousands) 3,253 3,306 3,281 3,245 3,249Mobile telephony, blended churn (%) 23 21 21 21 26Mobile telephony, ARPU (EUR) 17 16 17 18 19

of which Norway 3)

Mobile telephony, subscriptions (thousands) 2,211 2,311 1,344 1,532 1,641Mobile telephony, ARPU (NOK) 252 259 283 258 248

of which other countriesMobile telephony, subscriptions, Denmark (thousands) 1,606 1,644 1,581 1,522 1,462Mobile telephony, subscriptions, Lithuania (thousands) 1,318 1,327 1,378 1,546 1,953Mobile telephony, subscriptions, Latvia (thousands) 1,200 1,119 1,097 1,066 1,070Mobile telephony, subscriptions, Estonia (thousands) 901 863 841 821 868Mobile telephony, subscriptions, Spain (thousands) – 3,344 3,471 3,434 3,707

Fixed servicesBroadband, total subscriptions (thousands) 2,559 2,589 2,543 2,416 2,545of which

Broadband, subscriptions, Sweden (thousands) 1,299 1,306 1,275 1,208 1,175Broadband, subscriptions, Finland (thousands) 497 527 561 532 501Broadband, subscriptions, Norway (thousands) – – – – 184

Broadband, subscriptions, Denmark (thousands) 128 135 114 99 87Broadband, subscriptions, Lithuania (thousands) 4) 402 390 369 355 385Broadband, subscriptions, Estonia (thousands) 233 231 224 222 213

Fixed telephony, total subscriptions (thousands) 5) 2,565 2,838 3,034 3,247 3,452of which

Fixed telephony, subscriptions, Sweden (thousands) 1,675 1,896 2,054 2,209 2,347Fixed telephony, subscriptions, Finland (thousands) 65 80 99 108 125Fixed telephony, subscriptions, Denmark (thousands) 101 114 122 121 125Fixed telephony, subscriptions, Lithuania (thousands) 417 447 468 504 540Fixed telephony, subscriptions, Estonia (thousands) 307 301 291 305 315

Human Resources6)

Number of employees as of December 31 26,017 26,895 26,166 26,013 27,838Average number of full-time employees during the year 24,898 25,450 24,973 25,319 26,793

of whom, in Sweden 8,109 8,172 7,977 8,122 8,486of whom, in Finland 3,276 3,326 3,577 3,745 4,231of whom, in other countries 13,513 13,953 13,419 13,452 14,076of whom, women 10,227 10,777 10,579 10,958 11,465of whom, men 14,670 14,673 14,394 14,361 15,328

Salaries and remuneration (SEK in millions) 9,534 9,408 9,746 9,400 9,863Employer’s social security contributions (SEK in millions) 2,056 1,992 1,893 1,900 1,835Salaries and employer’s social security contributions as a percentage of operating costs 13.2 12.6 14.4 14.0 14.2Net sales per employee (SEK in thousands) 3,929 4,220 4,047 4,023 3,915

Operating income per employee (SEK in thousands) 518 639 908 966 1,056Net income per employee (SEK in thousands) 261 401 625 662 790

1) The definition of number of mobile prepaid subscriptions was changed in 2015. 2013 and 2014 were restated for comparability in 2015. Prepaid subscriptions are counted if the subscriber has been active during the last three months. 2) As a result of a review of certain types of mobile subscriptions in Sweden the operational data for number of subscriptions has for 2015 been restated for comparability. 3) As a result of a review of certain types of mobile subscriptions in Norway the operational data for number of subscriptions has for 2014 been restated for comparability. 2014 and 2015 have also been restated to reflect the discovery of certain classification errors between net sales and cost of sales referring to insurance sales in Norway.4) The definition for number of broadband subscriptions in Lithuania was changed in 2015. 2013 and 2014 were restated for comparability in 2015.5) Fixed telephony subscriptions include PSTN and VoIP.6) HR data is based on the total Telia Company group including both continuing and discontinued operations.

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OTHER INFORMATION

ALTERNATIVE PERFORMANCE MEASUREMENTS


Alternative performance measurementsIn addition to financial performance measures prepared in accordance with IFRS, Telia Company presents non-IFRS financial performance measures, for example EBITDA, EBITDA excluding non-recurring items, CAPEX, Cash CAPEX, Free cash flow, Operational free cash flow and Net debt. These alternative measures are considered to be important performance indicators for investors and other users of the Annual report. The alternative performance measures should be considered as a complement to, but not a substitute for, the information prepared in accordance with IFRS. Telia Company’s definitions of these non-IFRS measures are described in this Note and in the Definitions.

These terms may be defined differently by other companies and are therefore not always comparable to similar meas-ures used by other companies.

EBITDA and EBITDA excluding non-recurring itemsTelia Company considers EBITDA as a relevant measure for investors to be able to understand profit generation before investments in fixed assets. To assist the understand-ing of Telia Company’s underlying financial performance we believe it is also useful to analyze EBITDA excluding non-recurring items. Non-recurring items within EBITDA are specified in Board of Director’s Report, Non-recurring items.

Continuing operations

SEK in millions Jan–Dec 2016 Jan–Dec 2015

Operating income 21,090 14,606

Income from associated companies and joint ventures -2,810 -3,394

Total depreciation/amortization/write-down 11,534 12,780

EBITDA 29,814 23,992

Non-recurring within EBITDA -3,977 1,289

EBITDA excluding non-recurring items 25,836 25,281

Discontinued operations


Operating income -7,048 6,967

Income from associated companies and joint ventures -7 -31

Total depreciation/amortization/write-down -52 3,625

Capital gain on disposal 1,035 -

EBITDA -6,072 10,560

Non-recurring within EBITDA 11,952 474

EBITDA excluding non-recurring items 5,880 11,035

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OTHER INFORMATION


CAPEXTelia Company considers CAPEX and Cash CAPEX as relevant measures for investors to understand the group’s invest-ments in intangible and tangible non-current assets (excluding goodwill, assets acquired in business combinations and asset retirement obligations).


Continuing operations

Intangible assets 2,787 2,251

Property, plant and equipment 12,838 12,344

CAPEX 15,625 14,595

Discontinued operations

Intangible assets 3,657 994

Property, plant and equipment 2,156 3,201

CAPEX 5,813 4,195

of which unpaid investments1 -2,735 -91

Cash CAPEX, continuing and discontinued operations 18,703 18,699

1) For 2016 mainly attributable to a prolonged unpaid license in Uzbekistan.

Free cash flowTelia Company considers free cash flow as a relevant measure for investors to be able to understand the group’s cash flow from operating activities and after CAPEX.


Cash flow from operating activities 25,970 35,249

Cash CAPEX (paid Intangible and tangible assets) -18,703 -18,699

Free cash flow, continuing and discontinued operations 7,267 16,550

Operational free cash flowTelia Company considers Operational free cash flow as a relevant measure for investors to be able to understand the cash flows that Telia Company are in control of. From the reported free cash flow from continuing operations dividends from associated companies are deducted as these are dependent on the approval of board of the associated companies. Licenses and spectrum payments are excluded as they generally refer to a longer period than just one year.


Cash flow from operating activities from continuing operations 22,510 27,128

Deduction: Cash CAPEX from continuing operations -15,358 -14,608

Free cash flow continuing operations 7,152 12,520

Add back: Cash CAPEX for licenses from continuing operations 376 383

Deduction: Dividends from associates from continuing operations -2,122 -6,896

Add back: Taxes paid on dividends from associates from continuing operations 91 517

Operational free cash flow 5,497 6,524

Net debt Telia Company considers Net debt to be an important measure for investors and rating agencies to be able to understand the group’s indebtedness. Net debt presented below is based on the total Telia Company group for both continuing and discontinued operations.


Long-term borrowings 83,516 91,884

Short-term borrowings 12,919 10,567

Less derivatives recognized as financial assets and hedging long-term and short-term borrowings and related credit support annex (CSA) -5,455 -5,580

Less long-term bonds available for sale -10,185 -8,841

Less short-term investments -7,132 -6,979

Less cash and cash equivalents1 -22,907 -25,334

Net debt, continuing and discontinued operations 50,756 55,717

1) SEK 0.3 billion of the minority owner Visor’s share of the sales price for Ncell and the holding company Reynolds Holding remain within cash and cash equivalents of discontinued operations as of December 31, 2016. For more information, see Note 34.

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OTHER INFORMATION

DEFINITIONS

DEFINITIONS

CONCEPTS AND KEY RATIOSAcquisitions and other investmentsInvestments in goodwill and fair-value adjustments, shares and participations, and asset retirement obligations.

Adjusted equityReported equity attributable to owners of the parent less the (proposed) dividend. For the parent company also including untaxed reserves net of tax.

ARPUAverage monthly revenue per user.

Blended churnThe number of lost subscriptions (postpaid and prepaid) expressed as a percentage of the average number of sub-scriptions (postpaid and prepaid).

CAPEXAn abbreviation of “Capital Expenditure.” Investments in intangible and tangible non-current assets but exclud-ing goodwill, fair-value adjustments and asset retirement obligations.

Capital employedTotal assets less non-interest-bearing liabilities and non- interest-bearing provisions, and the (proposed) dividend.

Change local organic (%)The change in Net sales/External service revenues/EBITDA excluding non-recurring items, excluding effects from changes in currency rates compared to the group’s report-ing currency (SEK) and acquisitions/divestitures, compared to the same period previous year.

Earnings and equity per shareEarnings per share are based on the weighted average number of shares before and after dilution with potential ordinary shares, while equity per share is based on the number of shares at the end of the period. Earnings equal net income attributable to owners of the parent and equity is equity attributable to owners of the parent.

EBITDAAn abbreviation of “Earnings Before Interest, Tax, Depre-ciation and Amortization.” Equals operating income before amortization, depreciation and impairment losses, and be-fore income from associated companies and joint ventures.

EBITDA marginEBITDA excluding non-recurring items expressed as a percentage of net sales.

Equity/assets ratioAdjusted equity and equity attributable to non-controlling interests expressed as a percentage of total assets.

Free cash flowCash flow from operating activities less cash CAPEX.

Interest coverage ratioOperating income plus financial revenues divided by finan-cial expenses.

Mobile billed revenues Voice, messaging, data and content.

Net debtInterest-bearing liabilities less derivatives recognized as financial assets (and hedging long-term and short-term borrowings) and related credit support annex (CSA), less short term investments, long-term bonds available for sale and cash/cash equivalents.

Net debt/assets ratioNet debt expressed as a percentage of total assets.

Net debt/EBITDA ratio (multiple)Net debt divided by EBITDA excluding non-recurring items rolling 12 months and excluding divested operations.

Net debt/equity ratioNet debt expressed as a percentage of adjusted equity and equity attributable to non-controlling interests.

Net interest-bearing liabilityInterest-bearing liabilities and provisions less interest- bearing assets but including investments in associated companies and joint ventures.

Non-recurring itemsNon-recurring items comprise capital gains and losses, im-pairment losses, restructuring programs (costs for phasing out operations and personnel redundancy costs) or other costs with the character of not being part of normal daily operations.

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OTHER INFORMATION

DEFINITIONS

Operating capitalNon-interest-bearing assets less non-interest-bearing liabilities, including the (proposed) dividend, and non-inter-est-bearing provisions.

Operational free cash flowFree cash flow from continuing operations excluding cash CAPEX for licenses and dividends from associates net of taxes.

Operating marginOperating income expressed as a percentage of net sales.

Pay-out ratioFor 2012-2015 dividend per share divided by basic total earnings per share. For 2016 proposed dividend divided by free cashflow excluding licenses.

Return on assetsOperating income plus financial revenues expressed as a percentage of average total assets.

Return on capital employedOperating income, including impairments and gains/losses on disposals, plus financial revenues excluding FX gains expressed as a percentage of average capital employed.

Return on equityNet income attributable to owners of the parent expressed as a percentage of average adjusted equity.

Return on salesNet income expressed as a percentage of net sales.

Segment assets and liabilities (Segment operating capital)As Operating capital, but assets and liabilities exclude items related to foreign currency derivatives and accrued interest as well as to deferred and current tax, respectively, and liabilities exclude the (proposed) dividend.

Self-financing rateCash flow from operating activities divided by gross invest-ments.

Service revenues (external)External net sales excluding equipment sales.

Total asset turnoverNet sales divided by average total assets.

Turnover of capital employedNet sales divided by the average capital employed.

NOTATION CONVENTIONSIn conformity with international standards, this report applies the following currency notations:

SEK Swedish krona HKD Hong Kong dollar NPR Nepalese rupee

AZN Azerbaijan manat JPY Japanese yen RUB Russian ruble

CZK Czech koruna KZT Kazakhstan tenge TJS Tajikistan somoni

DKK Danish krone LTL Lithuanian litas TRY Turkish lira

EUR European euro LVL Latvian lats USD US dollar

GBP Pound sterling NOK Norwegian krone UZS Uzbekistan som

GEL Georgian lari MDL Moldovan leu

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OTHER INFORMATION

ANNUAL GENERAL MEETING 2017

ANNUAL GENERAL MEETING 2017

Telia Company’s Annual General Meeting will be held on Wednesday, April 5, 2017, at 14.00 CET at Skandiascenen, Cirkus, Stockholm. The complete notification was published on Telia Company’s website, www.teliacompany.com at the beginning of March. The meeting will be interpreted into English.

RIGHT TO ATTENDShareholders who wish to attend the Annual General Meeting shall be entered into the transcription of the share register as of Thursday, March 30, 2017, kept by Swedish central securities depository Euroclear Sweden AB and give notice of attendance to the Company no later than Thursday, March 30, 2017.

NOTICE TO THE COMPANYNotice of attendance can be made• in writing to Telia Company AB, Box 7842,

SE-103 98 Stockholm, Sweden,• by telephone +46 (0)8 402 90 50 on weekdays between

09.00 CET and 16.00 CET, or• via the company’s website www.teliacompany.com

(only private individuals).

When giving notice of attendance, please state name/company name, social security number/corporate registra-tion number, address, telephone number (office hours) and number of accompanying persons.

SHAREHOLDING IN THE NAME OF A NOMINEEShareholders, whose shares are registered in the name of a nominee, must request to be temporarily entered into the share register kept by Euroclear Sweden AB as of March 30, 2017, in order to be entitled to participate in the meet-ing. Such shareholder is requested to inform the nominee to that effect well before that day. As Finnish shareholders within the Finnish book-entry system at Euroclear Finland Oy are nominee registered at Euroclear Sweden AB, these Finnish shareholders have to contact Euroclear Finland Oy, by email: [email protected] or by phone: +358 (0)20 770 6609, for re-registration well in advance of March 30, 2017, to be able to participate in the meeting.

NOMINEEShareholders who are represented by proxy shall issue a power of attorney for the representative. Forms for power of attorneys are available at the Company’s website www.teliacompany.com. To a power of attorney issued by a legal entity a copy of the certificate of registration (and should such certificate not exist, a corresponding docu-ment of authority) of the legal entity shall be attached. The documents must not be older than one year. In order to facilitate the registration at the meeting, powers of attorney in original, certificates of registration and other documents of authority should be sent to the Company at the address above at the latest by Thursday, March 30, 2017.

DECISIONS TO BE MADE BY THE ANNUAL GENERAL MEETINGThe Annual General Meeting determines, among other matters, the appropriation of the Company’s profits and whether to discharge the Board of Directors and President from liability. The Annual General Meeting also appoints the Board of Directors and makes decisions regarding re-muneration to the Board. The Board of Directors proposes that a dividend of SEK 2.00 per share be distributed to the shareholders in two tranches of SEK 1.00 each. April 7, 2017, and October 24, 2017, respectively, be set as the record dates for the dividend. If the Annual General Meet-ing adopts this proposal, it is estimated that disbursements from Euroclear Sweden AB will take place on April 12, 2017, and on October 27, 2017, respectively.

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OTHER INFORMATION

CONTACT TELIA COMPANY

CONTACT TELIA COMPANY

Mailing address:Telia Company ABSE–169 94 SolnaSweden

Visiting address:Stjärntorget 1, SolnaTelephone: +46 (0)8 504 550 00www.teliacompany.com

Production: Telia Company AB Investor Relations in cooperation with NarvaPhoto of the Board of Directors and Group Executive Management: Jeanette Hägglund, Petter Karlberg and Telia Company Telia Company provides communication services helping millions of people to be connected and communicate, do business and be entertained. By doing that we fulfil our purpose to bring the world closer – on the customer’s terms.

NARVA

Documents

BOARD OF DREI CTORAS’ ND PRESIDENT’S CERTIFICATIONannualreports.teliacompany.com/globalassets/pdf-till-download-center/engelsk...For further information please refer to the Group’s