ERICSSON LM TELEPHONE CO [ERIC] Filings

ERICSSON LM TELEPHONE CO [ERIC] Filings

ERICSSON LM TELEPHONE CO [ERIXF] Filings

Table of Contents

Table of Contents

Table of Contents

Table of Contents

20-F 1 d349509d20f.htm 20-F 20-F

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

20-F

☐	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2022

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number

000-12033

TELEFONAKTIEBOLAGET LM ERICSSON

(Exact name of registrant as specified in its charter)

LM ERICSSON TELEPHONE COMPANY

(Translation of Registrant’s name into English)

Kingdom of Sweden

(Jurisdiction of incorporation or organization)

SE-

164

83 Stockholm, Sweden

(Address of principal executive offices)

Stefan Salentin, Head of Group Controlling and External Reporting

Telephone: +46 10 719 0000, stefan.salentin@ericsson.com

Torshamnsgatan 21,

SE-

164

83 Stockholm, Sweden

(Name, Telephone,

E-mail

and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
American Depositary Shares (each representing one B share) B Shares *	ERIC	The NASDAQ Stock Market LLC

*	Not for trading, but only in connection with the registration of the American Depositary Shares representing such B Shares pursuant to the requirements of the Securities and Exchange Commission.

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:


B shares (SEK 5.00 nominal value)			3,072,395,752
A shares (SEK 5.00 nominal value)			261,755,983
C shares (SEK 5.00 nominal value)			0

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files) Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule

12b-2

of the Exchange Act.

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:


☐		U.S. GAAP		☒		International Financial Reporting Standards as issued by the International Accounting Standards Board		☐		Other

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Exchange Act). Yes ☐ No ☒

TABLE OF CONTENTS


			Page

PART I INTRODUCTION				1

ITEM 1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS			2

ITEM 2.	OFFER STATISTICS AND EXPECTED TIMETABLE			2

ITEM 3.	KEY INFORMATION			2

	A	Reserved		2

	B	Capitalization and Indebtedness		2

	C	Reasons for the Offer and Use of Proceeds		2

	D	Risk Factors		2

ITEM 4.	INFORMATION ON THE COMPANY			2

	A	History and Development of the Company		2

	B	Business Overview		3

	C	Organizational Structure		3

	D	Property, Plants and Equipment		5

ITEM 4A.	UNRESOLVED STAFF COMMENTS			5

ITEM 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS			5

	A	Operating Results		5

	B	Liquidity and Capital Resources		8

	C	Research and Development, Patents and Licenses, etc.		9

	D	Trend Information		9

	E	Critical Accounting Estimates		9

ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES			9

	A	Directors and Senior Management		9

	B	Compensation		10

	C	Board Practices		10

	D	Employees		10

	E	Share Ownership		11

ITEM 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS			11

	A	Major Shareholders		11

	B	Related Party Transactions		11

	C	Interests of Experts and Counsel		11

ITEM 8.	FINANCIAL INFORMATION			11

	A	Consolidated Statements and Other Financial Information		11

	B	Significant Changes		11

ITEM 9.	THE OFFER AND LISTING			12

	A	Offer and Listing Details		12

	B	Plan of Distribution		12

	C	Markets		12

	D	Selling Shareholders		12

	E	Dilution		12

	F	Expenses of the Issue		12

ITEM 10.	ADDITIONAL INFORMATION			12

	A	Share Capital		12

	B	Memorandum and Articles of Association		12

	C	Material Contracts		12

	D	Exchange Controls		13

	E	Taxation		13

	F	Dividends and Paying Agents		15

	G	Statement by Experts		15

	H	Documents on Display		15

	I	Subsidiary Information		15

	J	Annual Report to Security Holders		15



ITEM 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		15

ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES		17

	A	Debt Securities	17

	B	Warrants and Rights	17

	C	Other Securities	17

	D	American Depositary Shares	17

PART II			18

ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES		18

ITEM 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS		18

ITEM 15.	CONTROLS AND PROCEDURES		18

	A	Disclosure Controls and Procedures	18

	B	Management’s Annual Report on Internal Control Over Financial Reporting	18

	C	Attestation Report of the Registered Public Accounting Firm	18

	D	Changes in Internal Control Over Financial Reporting	18

ITEM 16.	[RESERVED]		18

ITEM 16A	AUDIT COMMITTEE FINANCIAL EXPERT		18

ITEM 16B	CODE OF ETHICS		18

ITEM 16C	PRINCIPAL ACCOUNTANT FEES AND SERVICES		18

ITEM 16D	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES		19

ITEM 16E	PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS		19

ITEM 16F	CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT		19

ITEM 16G	CORPORATE GOVERNANCE		19

ITEM 16H	MINE SAFETY DISCLOSURE		19

ITEM 16I	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS		19

PART III			20

ITEM 17.	FINANCIAL STATEMENTS		20

ITEM 18.	FINANCIAL STATEMENTS		20

ITEM 19.	EXHIBITS		20

PART I

INTRODUCTION

Unless otherwise indicated, all references herein to “Ericsson,” the “Company,” “the Group,” “we,” “us,” “our” or “our company” are references to Telefonaktiebolaget LM Ericsson and its consolidated subsidiaries.

This document is our Annual Report on Form 20-F for the year ended December 31, 2022 (the “2022 Form 20-F”). Reference is made to the English version of our Swedish Annual Report for 2022, with certain adjustments made to comply with U.S. requirements which is attached hereto as Exhibit 15.1 (the “2022 Swedish Annual Report (adjusted version)”). Only (i) the information included in this 2022 Form 20-F, (ii) the information in the 2022 Swedish Annual Report (adjusted version) that is incorporated by reference in this 2022 Form 20-F, and (iii) the exhibits to the 2022 Form 20-F that are required to be filed pursuant to the Form 20-F shall be deemed to be filed with the Securities and Exchange Commission for any purpose, including incorporation by reference into the Registration Statement on Form F-3 filed on March 26, 2021 (File No.333-254736) and any other document filed by us pursuant to the Securities Act of 1933, as amended, which incorporates by reference the 2022 Form 20-F. Any information in the 2022 Swedish Annual Report (adjusted version) that is not referenced in the 2022 Form 20-F or filed as an exhibit thereto shall not be deemed to be so incorporated by reference. Certain industry, technical and financial terms used in this 2022 Form 20-F are defined in the subsections entitled “Glossary” and “Financial Terminology” of the 2022 Swedish Annual Report (adjusted version), which are incorporated herein by reference.

Market data and certain industry forecasts used herein were obtained from internal surveys, market research, publicly available information and industry publications. While we believe that the market research, publicly available information and industry publications we use are reliable, we have not independently verified market and industry data from third-party sources. Moreover, while we believe our internal surveys are reliable, they have not been verified by any independent source.

The information included on http://www.ericsson.com/ and other websites that appear in this 2022 Form 20-F is not incorporated by reference herein. From time to time, we may use our website as a channel of distribution of material Company information. Financial and other material information regarding our company is routinely posted on and accessible at http://www.ericsson.com/.

Forward-Looking Statements

This 2022 Form 20-F includes forward-looking statements, including statements reflecting the Company’s current views relating to the growth of the market, future market conditions, future events, financial condition, and expected operational and financial performance, including, in particular the following:

•

Potential material additional costs and liability resulting from our ongoing future compliance with the terms of the DOJ Plea Agreement with the DOJ and extended monitorship

•

Potential to become a target for public scrutiny as a result of entering into the DOJ Plea Agreement with the DOJ, including incorrect misinterpretations of the resolution, complaints to regulatory agencies, negative media publicity and, interference from our competitors, all of which could damage our reputation and materially and adversely affect our business and prospects

•

Risks resulting from entering into the DOJ Plea Agreement including potential debarment from government contracting in the United States and elsewhere, reputational risk, as well as potential negative impact on commercial contracts, dealings with financial institutions, contracts with suppliers, primarily due to counter-party reluctance to continue business relationships

•

Potential material additional liability resulting from past conduct, including allegations of past conduct in Iraq or other locations that remains unresolved or unknown

•

Risks related to internal control and governance, including the potential to incur material liability in connection with internal controls surrounding payments made to third parties in connection with historical conduct in Iraq or other locations

•

Our goals, strategies, planning assumptions and operational or financial performance expectations

•

Ongoing geopolitical and trade uncertainty, including challenging global economic conditions, market trends and pandemics such as COVID-19

•

Industry trends, future characteristics and development of the markets in which we operate

•

Large accelerated filer

Accelerated filer

Non-accelerated
filer

Emerging growth company