Nokia (NOK) Appoints Rajeev Suri as CEO; Updates on Strategy; Restarts Dividends

Having completed the sale of substantially all of its Devices & Services business to Microsoft on April 25, 2014, Nokia (NYSE: NOK) announced the following:

- The appointment of Rajeev Suri as President and Chief Executive Officer, effective May 1, 2014;

- A vision to be a leader in technologies important in a connected world;

- A strategy to realize that vision by building on Nokia's three strong businesses in networks, location and technologies;

- Plans for a EUR 5 billion program to optimize its capital structure, including the Nokia Board's proposal to the Annual General Meeting 2014 for the dividend and for an authorization for the Board to repurchase shares; and

- A new governance structure and the appointment of a new leadership team, effective May 1, 2014.

New President and CEO

Nokia Board of Directors has appointed Rajeev Suri as President and CEO of Nokia Corporation, effective May 1, 2014. Suri joined Nokia in 1995 and has held a wide range of leadership positions in the company. Since October of 2009, he has served as CEO of NSN, the former joint venture between Nokia and Siemens that is now fully owned by Nokia. During his tenure as CEO, that business went through a radical transformation to become one of the leaders in the telecommunications infrastructure industry.

"As Nokia opens this new chapter, the Nokia Board and I are confident that Rajeev is the right person to lead the company forward," said Risto Siilasmaa, Chairman of the Nokia Board of Directors. "He has a proven ability to create strategic clarity, drive innovation and growth, ensure disciplined execution, and deliver results. We believe that his passion for technology will help ensure that Nokia continues to deliver innovations that have a positive impact on people's lives."

Siilasmaa, who has also been serving as an interim CEO, will return to focusing exclusively on his role as Chairman of Nokia's Board of Directors as of May 1, 2014.

"I am honored to have been asked to take this role, and excited about the possibilities that lie in our future," said Rajeev Suri. "Nokia, with its deep experience in connecting people and its three strong businesses, is well-positioned to tap new opportunities during this time of technological change. I look forward to working with the entire Nokia team as we embark on this exciting journey."

Long-term leadership targeted in three key areas

Nokia believes that over the next 10 years billions of connected devices will converge into intelligent and programmable systems that will have the potential to improve lives in a vast number of areas: time and availability, transportation and resource consumption, learning and work, health and wellness, and many more.

This new world of technology will require 1) connectivity capable of handling massive numbers of devices and exponential increases in data traffic; 2) location services that seamlessly bridge between the real and virtual worlds; and 3) innovation, including in sensing, radio and low power technologies. Nokia's vision is to be a leader over the long term in these three areas.

"The world of technology is on the verge of a change that we believe will be as profound as the creation of the internet" said Rajeev Suri. "With our three strong businesses - Networks, HERE and Technologies - and position as one of the world's largest software companies, we are well placed to meet our goal to be a leader in the technologies for a world where everybody and everything is connected."

Nokia strategy

"Nokia's strategy is to develop its three businesses in order to realize its vision of being a technology leader in a connected world and, in turn, create long-term shareholder value," said Rajeev Suri. "Our goal is to optimize the company so that each business is best enabled to meet its goals. Where it makes sense to do so, we will pursue shared opportunities between the businesses, but not at the expense of focus and discipline in each."

Nokia will target the creation of long-term shareholder value by focusing on the following three areas:

1. Through its Networks business (formerly Nokia Solutions and Networks, or NSN), Nokia will invest in the innovative products and services needed by telecoms operators to manage the increase in wireless data traffic which is more than doubling every year. Future investment will focus on further building on our strong position in mobile broadband and related services, and strengthening our leadership position in next-generation network technologies. Today, the Networks business serves more than 90 of the world's 100 largest operators, is a leader in the large and dynamic mobile broadband market, and is ranked third in estimated global market share in mobile radio and second in telecommunication services. An early leader in virtualization and cloud technologies, Networks conducted trials and pre-commercial live projects with more than 50 customers in 2013. "Customers of our Networks business can have confidence that we will continue to make the investments necessary to deliver the innovation needed to help them build even stronger businesses," said Rajeev Suri.
2. Through its HERE business, Nokia will invest to further develop its location cloud to make it the leading source of location intelligence and experiences across many different operating systems, platforms and screens. Given that location is an essential element of a connected world, we will target our investment in three areas: 1) technology for smart, connected cars; 2) cloud-based services for personal mobility and location intelligence, including for the growing segment of wearables and special purpose devices; and 3) location-based analytics for better business decisions. Today, HERE is the leading global provider of map content, powering four out of five in-car navigation systems. Its location platform is used by leading internet companies such as Amazon, Microsoft and Yahoo. "Our view is that only one other company has location services that come close to the depth and breadth of those from HERE - and HERE has the advantage of being independent from any operating system or single business model," said Rajeev Suri.
3. Through its Technologies business, Nokia will invest in the further development of its industry-leading innovation portfolio. This will include 1) expanding our successful intellectual property licensing program; 2) helping other companies and organizations benefit from our breakthrough innovations through technology licensing; and 3) exploring new technologies for use in potential future products and services. The Technologies team includes hundreds of world-class scientists and engineers who have driven more than half of Nokia's recent patent filings and many of whom are recognized as leading experts in fields that are essential for enabling the future connected world. These areas include low-power connected smart multi-sensor systems, distributed sensing, and intelligent interplay between various types of radio technologies. "Nokia's industry leading intellectual property has the potential to create significant value for our licensees and our shareholders," said Rajeev Suri. "With the strength of our Technologies team and continuing investment in advanced research and development, we can also drive new opportunities for Nokia in both business-to-business and consumer markets."

Nokia's continuing businesses invested more than EUR 2.5 billion in research and development in 2013. We believe that the company has a strong financial position and the capacity to continue to make the investments necessary to remain an innovation leader in the three segments in which it competes.

Planned EUR 5 billion capital structure optimization program

As a result of the closing of the transaction between Nokia and Microsoft, Nokia's financial position and earnings profile have both improved significantly. Furthermore, Nokia's Board of Directors has conducted a thorough analysis of Nokia's potential capital structure requirements. Based on this analysis, the Nokia Board is confident that Nokia has the financial strength and flexibility to sustain the long-term investments necessary to ensure industry leadership in the future.

To improve the efficiency of Nokia's capital structure, the Nokia Board is today announcing plans for a EUR 5 billion capital structure optimization program which focuses on recommencing ordinary dividends, distributing deemed excess capital to shareholders, and reducing interest bearing debt. This comprehensive program consists of the following components:

• Recommencement of ordinary dividend payments, with at least EUR 800 million of ordinary dividends in total planned for 2013 and 2014, as follows:
  • An ordinary dividend for 2013 of EUR 0.11 per share (approximately EUR 400 million), subject to shareholder approval in 2014; and
  • A planned ordinary dividend for 2014 of at least EUR 0.11 per share (at least approximately EUR 400 million), subject to shareholder approval in 2015;
• A special dividend of EUR 0.26 per share, subject to shareholder approval in 2014 (approximately EUR 1 billion);
• A EUR 1.25 billion share repurchase program, subject to the authorization to the Board by the shareholders in 2014; and
• Debt reduction of approximately EUR 2 billion by the end of the second quarter 2016.

"We are committed to effective deployment of capital to drive future value creation," said Timo Ihamuotila, who is currently Nokia's Chief Financial Officer and who has been appointed to serve as the Group Chief Financial Officer as of May 1, 2014. "We believe our planned comprehensive EUR 5 billion capital structure optimization program enables Nokia to make quick and orderly progress towards a more efficient capital structure, and is aligned with the long-term interests of our customers and shareholders. Together with our continued focus on solid business execution, these capital structure enhancements support our longer-term target to return to an investment grade credit rating, which would further affirm our long-term competitive strength and support our strategic objectives."

Ordinary Dividends - at least EUR 800 million in total for 2013 and 2014

As part of the overall capital structure optimization program, Nokia Board of Directors proposes to the Annual General Meeting, scheduled to take place on June 17, 2014 (Annual General Meeting 2014), the recommencement of ordinary dividend payments to shareholders. The Nokia Board proposes to the Annual General Meeting 2014 that a dividend of EUR 0.11 per share be paid with respect to the year 2013, which equals approximately half of Nokia's non-IFRS earnings from continuing operations in 2013. This ordinary dividend for 2013 is expected to be paid on or about July 3, 2014.

Furthermore, the Nokia Board plans to propose an ordinary dividend of at least EUR 0.11 per share with respect to the year 2014 to the Annual General Meeting convening in spring 2015.

Special Dividend and Share Repurchase Program - EUR 2.25 billion in total

The Nokia Board of Directors proposes to the Annual General Meeting 2014 a special dividend of EUR 0.26 per share (approximately EUR 1 billion). The special dividend is expected to be paid on or about July 3, 2014.

The Nokia Board also proposes a share repurchase authorization to facilitate the EUR 1.25 billion of planned share repurchases over two years. The Nokia Board proposes that the Annual General Meeting 2014 authorize the Board to resolve to repurchase a maximum of 370 million Nokia shares, which corresponds to less than 10% of Nokia shares outstanding. The term of the repurchase authorization is for the maximum of 18 months under Finnish regulations, and is expected to be re-proposed by the Nokia Board at the Annual General Meeting 2015. The repurchased shares are expected to be cancelled. The shares may be repurchased in the open market, in privately negotiated transactions, through the use of derivative instruments, or through a tender offer made to all shareholders on equal terms. The share repurchase authorization would be effective until December 17, 2015 and terminate the current authorization granted by the Annual General Meeting on May 7, 2013. The Nokia Board plans to commence the repurchases following the publication of the Company's interim report for the second quarter of 2014.

Debt reduction program - EUR 2 billion in total

In addition, Nokia plans to reduce interest bearing debt by approximately EUR 2 billion by the end of the second quarter 2016. Once complete, the debt reduction is expected to result in annual run rate savings of at least EUR 100 million related to recurring interest costs. Furthermore, lowering our gross debt level is aligned with our target to return to being an investment grade company. Nokia intends to reduce interest bearing debt by utilizing applicable maturity dates, call dates, or other terms allowing early redemption or retirement of debt or by making offers to repurchase debt in the open market.

Nokia ended the first quarter 2014 with a strong balance sheet and solid cash position with gross cash of EUR 6.9 billion and net cash of EUR 2.1 billion compared to EUR 9.0 billion and EUR 2.3 billion, respectively, at the end of the fourth quarter 2013. The sequential decline in Nokia's gross cash was primarily due to repayment of certain debt facilities totalling approximately EUR 1.8 billion during the first quarter 2014. If the transaction to sell Microsoft substantially all of our Devices & Services business would have closed before the end of the first quarter 2014, Nokia would have ended the quarter with gross cash of approximately EUR 10.5 billion and net cash of approximately EUR 7.1 billion.

Clear operational governance and structure; strong leadership team

Nokia will adopt a simple and clear operational governance model, designed to facilitate innovation and growth. As of May 1, 2014, all three businesses will report to the Nokia President and CEO, who has full accountability for the performance of the company. HERE and Technologies each will have a single leader reporting to the President and CEO. To ensure efficiency and simplicity, the Nokia President and CEO will assume direct control of the Networks business and key Networks leaders will report to him.

The primary operative decision-making body for the company will be the Nokia Group Leadership Team, which will be responsible for Group level matters, including the company strategy and overall business portfolio. Effective May 1 2014, the Nokia Group Leadership Team will replace the current Nokia Leadership Team, and the President and CEO will chair the Group Leadership Team, which will consist of the following members:

• Rajeev Suri as President and CEO of Nokia.
• Timo Ihamuotila as Executive Vice President and Group Chief Financial Officer.
• Michael Halbherr as CEO of HERE.
• Henry Tirri as Executive Vice President, and acting Head of Technologies.
• Samih Elhage as Executive Vice President and Chief Financial and Operating Officer of Networks.

The current Nokia Leadership Team will be disbanded. On April 25, 2014, Stephen Elop, Jo Harlow, Juha Putkiranta, Timo Toikkanen, and Chris Weber stepped down from the Nokia Leadership Team and transferred to Microsoft. In addition, Louise Pentland, Juha Äkräs and Kai Öistämö will step down from the Nokia Leadership Team effective May 1, 2014 and leave the company to pursue opportunities outside of Nokia. Pentland, Äkräs and Öistämö will continue to serve Nokia in an advisory role during a transition period. Of the current Nokia Leadership Team members, Timo Ihamuotila, Michael Halbherr and Henry Tirri will continue as members of the Group Leadership Team, as mentioned above.

With these leaders leaving the company, Nokia announces the appointment of Hans-Jürgen Bill as Executive Vice President of Human Resources, Barry French as Executive Vice President of Marketing and Corporate Affairs, and Maria Varsellona as Executive Vice President and Chief Legal Officer, effective May 1, 2014.

"Nokia has a strong and proven team of leaders," said Rajeev Suri. "We intend to move fast to further refine our execution plan, build the right company culture, and institute the necessary operational governance and performance management systems."

Effective May 1, the interim governance structure of Nokia will cease to exist. Risto Siilasmaa, who has been serving as an interim CEO since September 3, 2013, will focus exclusively on his role as the Chairman of the Nokia Board of Directors. In addition, Timo Ihamuotila will step down from the interim President position.

Consistent with the planned structural changes announced today, Networks (formerly Nokia Solutions and Networks, or NSN) and Technologies will operate under the Nokia brand. HERE will retain its distinct identity within the Nokia family and, where appropriate, will be identified as "A Nokia Company". The NSN name will no longer be used after a short phase-out period. For financial reporting purposes, Nokia will have four reportable segments: Mobile Broadband and Global Services within Networks, HERE, and Technologies.

You May Also Be Interested In

• Google (GOOGL) Makes Structural Changes to AI Teams to Quicken Progress: CEO
• Equifax (EFX) shares tumble on weak Q1 revenue, guidance miss
• MYT Netherlands Parent B.V. (MYTE) Announces Preliminary Third Quarter Results – Double-Digit Topline Growth Significantly Improved Profitability