Verizon Denmark A/S Roholmsvej 19, 2620 Albertslund CVR No. 17 88 90 87 Annual report for the year ended 31 December 2013 Approved at the annual general meeting of shareholders on 30 May 2014 As chairman: ................................................... Mikkel Stig Larsen Contents Management's review Financial highlights Management's review Statement by management on the annual report Independent auditor's reports Financial statements Income statement Balance sheet Statement of changes in equity Notes Accounting policies Revenue Staff costs Financial income Financial expenses Property, plant and equipment Prepayments Share capital Provisions Other payables Security for loans Contingent liabilities and other financial obligations Contingent assets Related parties Fee to the auditors appointed by the company in general meeting 60591334 / 1 1 2 3 4 6 7 9 10 12 12 12 12 13 13 13 13 13 14 14 14 14 14 Management's review Financial highlights 5-year summary (in DKK , except per share data): 2013 2012 2011 2010 2009 Key figures (in DKK ) Revenue 292.194.740 306.054 256.893 214.107 207.458 6.813.135 9.033 7.014 9.547 6.823 -823.410 389 887 1.867 -569 5.989.725 9.422 7.901 11.414 6.254 Balance sheet total 240.040.075 231.837 221.959 188.723 210.377 Equity 173.655.261 167.666 158.244 150.342 138.929 39 45 43 38 36 21,1 21,6 24,2 25,5 22,6 EBIT margin 2,3 3,0 2,7 4,5 3,3 Return on assets 5,7 4,0 3,4 4,8 3,2 263,4 260,3 245,3 326,8 225,5 72,3 72,3 71,3 79,7 66,0 6,9 5,8 5,1 7,9 4,5 Operating profit/loss Net financials Profit/loss for the year Average number of employees Financial ratios in % Gross margin Current ratio Equity ratio Return on equity 1 continued - Management's review Management's review The company's business review The company is a provider of internationally managed IT infrastructure services and IT security services for large companies and global organisations. The business comprises the sale and marketing of IT security and telecommunication solutions, hosting and LAN as well as WAN services. Furthermore, the full transformation and maintenance for the service in operation for these services. Recognition and measurement uncertainties The company has a deferred tax asset which is not recognised, due to the uncertainties of whether Verizon Denmark A/S will earn profits to fully utilise it in the near future. The uncertainty cannot be quantified. Financial review The revenue of Verizon Denmark has decreased from DKK 306 million in 2012 to DKK 292 million in 2013. The company's income statement for the year ended 31 December 2013 shows a net profit of DKK 5,989,725, and the balance sheet at 31 December 2013 shows equity of DKK 173,655,261. Statutory CSR report The company has not drawn up any CSR report, as the parent has done so for the entire group. The report is reflected in the parent’s annual report and may be downloaded from the site www.verizon.com. Account of the gender composition of management The supervisory board consists of 2 men and 1 woman, thus the gender split is considered to be balanced, and is expected to be maintained in the future. The company's management represents 50% female and 50% male, and the gender split is therefore considered to be balanced. This is expected to be maintained in the future. Post balance sheet events No events have occurred after the financial year-end, which could significantly affect the company's financial position. Outlook The company expects a positive development in 2014 and more IT, security and telecommuncation services will be implemented in the company's market segment. 2 Statement by management on the annual report Today, management has discussed and approved the annual report of Verizon Denmark A/S for the financial year 1 January - 31 December 2013. The annual report is prepared in accordance with the Danish Financial Statements Act. In our opinion, the financial statements give a true and fair view of the company's financial position at 31 December 2013 and of the results of the company's operations for the financial year 1 January - 31 December 2013. In our opinion, the management's review includes a fair review of the matters dealt with in the management's review. We recommend the adoption of the annual report at the annual general meeting. Albertslund, 21 May 2014 Executive board: Clare Brenda Aitkenhead Supervisory board: Adrian Carl Roberts chairman Francesco Cesare De Maio Clare Brenda Aitkenhead 3 Independent auditor's reports To the shareholders of Verizon Denmark A/S Report on financial statements We have audited the financial statements of Verizon Denmark A/S for the financial year 1 January - 31 December 2013, which comprise an income statement, balance sheet, statement of changes in equity and notes, including a summary of significant accounting policies. The financial statements are prepared in accordance with the Danish Financial Statements Act. Management's responsibility for the financial statements Management is responsible for the preparation of financial statements that give a true and fair view in accordance with the Danish Financial Statements Act. Further, management is responsible for such internal control as it determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor's responsibility Our responsibility is to express an opinion on the financial statements based on our audit. We conducted our audit in accordance with international standards on auditing and additional requirements according to Danish audit regulations. This requires that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgement, including an assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation of financial statements that give a true and fair view. The purpose is to design audit procedures that are appropriate in the circumstances, but not to express an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used, the reasonableness of accounting estimates made by management as well as the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Our audit has not resulted in any qualification. Opinion In our opinion, the financial statements give a true and fair view of the company's financial position at 31 December 2013 and of the results of its operations for the financial year 1 January - 31 December 2013 in accordance with the Danish Financial Statements Act. Statement according to other laws and regulations Emphasis-of-matter paragraph concerning other matters The company keeps certain accounting records and documents abroad, which is contrary to the Danish bookkeeping Act. As a result, the members of the supervisory board may be held liable. The company has initiated a process to apply for exemption to retain such records and documents where applicable outside of Denmark. 4 continued - Independent auditor's reports Statement on the management's review In accordance with the Danish Financial Statements Act, we have read the management's review. We have not performed any further procedures in addition to the audit of the financial statements. On this basis, it is our opinion that the information provided in the management's review is consistent with the financial statements. Copenhagen, 21 May 2014 Ernst & Young Godkendt Revisionspartnerselskab Christian S. Johansen state authorised public accountant 5 Income statement for the year ended 31 December 2013 DKK Notes 2 3 4 5 Revenue Other external expenses 2012 DKKt 292.194.740 230.645.504 306.054 239.882 61.549.236 41.779.440 12.875.126 81.535 66.172 44.359 12.697 83 Operating profit/loss Financial income Financial expenses 6.813.135 291.278 1.114.688 9.033 489 100 Pre-tax profit/loss Tax for the year 5.989.725 0 9.422 0 Profit/loss for the year 5.989.725 9.422 Recommended appropriation of the profit/loss for the year Retained earnings/accumulated loss 5.989.725 9.422 5.989.725 9.422 Gross margin Staff costs Depreciation of property, plant and equipment Other operating expenses 6 Balance sheet at 31 December 2013 DKK Notes 6 7 2012 DKKt Assets Fixed assets Plant and machinery Other fixtures and fittings, tools and equipment Property, plant and equipment in progress 53.448.347 468.543 13.772.559 60.199 912 6.566 Property, plant and equipment 67.689.449 67.677 Total fixed assets 67.689.449 67.677 Current assets Raw materials and consumables 607.103 607 Inventories 607.103 607 66.700.364 65.861.771 10.191.831 1.052.424 63.848 70.243 12.799 1.590 143.806.390 148.480 27.937.133 15.073 Total current assets 172.350.626 164.160 Total assets 240.040.075 231.837 Trade receivables Receivables from group entities Prepayments Other receivables Receivables Cash 7 Balance sheet at 31 December 2013 DKK Notes 8 9 10 2012 DKKt Equity and liabilities Equity Share capital Retained earnings/Accumulated loss 1.500.000 172.155.261 1.500 166.166 Total equity 173.655.261 167.666 Provisions Other provisions 945.351 1.107 Total provisions 945.351 1.107 Liabilities Trade payables Payables to group entities Other payables 14.468.650 33.925.089 17.045.724 10.150 35.278 17.636 Short-term liabilities 65.439.463 63.064 Total liabilities 65.439.463 63.064 240.040.075 231.837 Total equity and liabilities 8 Statement of changes in equity (DKK) Share capital Retained earnings/accumulated loss Total Equity at 1/1 2013 Profit/loss for the year, cf. appropriation of profit/loss 1.500.000 166.165.536 5.989.725 167.665.536 5.989.725 Equity at 31/12 2013 1.500.000 172.155.261 173.655.261 9 Notes 1. Accounting policies The annual report of Verizon Denmark A/S has been presented in accordance with the provisions of the Danish Financial Statements Act as regards large reporting class C enterprises. The accounting policies applied by the company are consistent with those of last year. Omission to present a cash flow statement With reference to section 86(4) of the Danish Financial Statements Act, no cash flow statement has been prepared. The entity's cash flows are part of the consolidated cash flow statement for the parent company, Verizon Communication Inc. Reporting currency The financial statements are presented in Danish kroner. Currency translation Transactions denominated in foreign currencies are translated into Danish kroner at the exchange rate at the date of the transaction. Receivables, payables and other monetary items denominated in foreign currencies are translated into Danish kroner at the exchange rate at the balance sheet date. Realised and unrealised exchange gains and losses are recognised in the income statement as financial income/expenses. Income statement Revenue Income from the sale of telecommunication services is recognised in revenue at the time of delivery, provided that the income can be made up reliably and is expected to be received. Revenue is measured net of all types of discounts/rebates granted. Also, revenue is measured net of VAT and other indirect taxes charged on behalf of third parties. Other external expenses Other external expenses include the year's expenses relating to the entity's core activities, including expenses relating to distribution, sale, advertising, administration, premises, bad debts, payments under operating leases, etc. Staff costs Staff costs include wages and salaries, including compensated absence and pensions, as well as other social security contributions, etc. made to the entity's employees. The item is net of refunds made by public authorities. Depreciation of property, plant and equipment The item comprises depreciation of property, plant and equipment. Property, plant and equipment are depreciated on a straight-line basis over the expected useful life of each individual asset. The depreciation basis is the cost. The expected useful lives of the assets are as follows: Useful life (year) Plant and machinery Other fixtures and fittings, tools and equipment 3-40 5-8 Financial income and expenses Financial income and expenses are recognised in the income statements at the amounts that concern the financial year. Net financials include interest income and expenses as well as allowances and surcharges under the advance-payment-of-tax scheme, etc. 10 Notes 1. Accounting policies - continued Balance sheet Property, plant and equipment Items of property, plant and equipment are measured at cost less accumulated depreciation and impairment losses. Cost includes the acquisition price and costs directly related to the acquisition until the time at which the asset is ready for use. Inventories Inventories are measured at the lower of cost, measured by reference to the FIFO method, and net realisable value. Receivables Receivables are measured at amortised cost, which usually corresponds to the nominal value. Provisions are made for bad debts on the basis of objective evidence that a receivable or a group of receivables are impaired. Provisions are made to the lower of the net realisable value and the carrying amount. Prepayments Prepayments recognised under ‘Assets' comprise prepaid expenses regarding subsequent financial reporting years. Cash and cash equivalents Cash comprises cash balances and bank balances. Income tax Current tax payables and receivables are recognised in the balance sheet as the estimated tax charge in respect of the taxable income for the year, adjusted for tax on prior years' taxable income and tax paid on account. Provisions for deferred tax are calculated, based on the liability method, of all temporary differences between carrying amounts and tax values, with the exception of temporary differences occurring at the time of acquisition of assets and liabilities neither affecting the results of operations nor the taxable income, as well as temporary differences on non-amortisable goodwill. Deferred tax is measured according to the taxation rules and taxation rates in the respective countries applicable at the balance sheet date when the deferred tax is expected to crystallise as current tax. Deferred tax assets are recognised at the value at which they are expected to be utilised, either through elimination against tax on future earnings or through a set-off against deferred tax liabilities within the same jurisdiction. Other payables Other payables are measured at net realisable value. Deferred income Deferred income recognised as a liability comprises payments received concerning income in subsequent financial reporting years. Financial ratios Financial ratios are calculated in accordance with the Danish Society of Financial Analysts' guidelines on the calculation of financial ratios 'Recommendations and Financial Ratios 2010', cf. below: Definition of financial ratios: Gross margin: Gross margin / Revenue * 100 EBIT margin: Profit/loss from ordinary operating activites / Revenue * 100 Return on assets: Profit/loss from ordinary operating activites / Average assets * 100 Current ratio: Current assets / Current liabilities * 100 Equity ratio: Closing equity / Equity & liabilities at year-end * 100 Return on equity: Profit/loss for the year / Average equity * 100 11 Notes 2. Revenue The company only operates within one segment. 2013 DKK 3. Staff costs Analysis of staff costs: Wages/salaries Pensions Other staff costs 2012 DKKt 38.456.296 2.760.514 562.630 40.744 3.047 568 41.779.440 44.359 Number Number 39 Average number of employees 45 By reference to section 98b(3), (ii), of the Danish Financial Statements Act, remuneration to management is not disclosed. 2013 DKK 4. Financial income Interest receivable, group entities Exchange gain Other financial income 5. Financial expenses Interest expenses, group entities Exchange losses Other financial expenses 2012 DKKt 273.432 0 17.846 295 184 10 291.278 489 10.255 1.069.255 35.178 40 0 60 1.114.688 100 12 Notes 6. Property, plant and equipment (DKK) Plant and machinery Cost Balance at 1/1 2013 Additions in the year Disposals in the year Transfer from other accounts Cost at 31/12 2013 419.590.016 0 0 5.753.744 425.343.760 Depreciation and impairment losses Balance at 1/1 2013 359.390.206 Depreciation in the year 12.505.207 Reversal of depreciation and impairment losses, disposals 0 Depreciation and impairment losses at 31/12 2013 371.895.413 Carrying amount at 31/12 2013 7. Other fixtures and fittings, tools and equipment Property, plant and equipment in progress Total 11.830.458 0 -5.781 -87.956 11.736.721 6.565.921 12.872.426 0 -5.665.788 13.772.559 437.986.395 12.872.426 -5.781 0 450.853.040 10.918.434 355.404 0 370.308.640 12.860.611 -5.660 0 -5.660 11.268.178 0 383.163.591 468.543 13.772.559 67.689.449 53.448.347 Prepayments Prepayments of DKK 6,122 (2012: 10,547) concerning operation and maintenance, etc. of fibre cables owned by a third party, are included in prepayments. 31/12 2013 DKK 8. 31/12 2012 DKKt Share capital Analysis of the company's share capital, DKK 1.500.000 thousand: 1.500 share(s) of DKK 1.000 each 1.500.000 1.500.000 1.500 1.500 17.045.724 17.045.724 17.636 17.636 The company's share capital has remained unchanged the past 5 years. 9. Provisions Other provisions comprise rental costs, etc. for unused leaseholds. 10. Other payables Other accrued expenses 13 Notes 11. Security for loans The company has not placed any assets or other as security for loans at 31/12 2013. 12. Contingent liabilities and other financial obligations Other financial obligations 31/12 2013 DKK 31/12 2012 DKKt Other rent and lease liabilities: 6.241.000 Rent and lease liabilities 13.407 13. Contingent assets Unrecognised deferred tax assets at 31 December 2013 amount to DKK 53.1 million. The company has not recognised any deferred tax assets in respect of operating losses carried forward as the ultimate utilisation of these losses is uncertain. 14. Related parties Information about related parties with a controlling interest: Related party Domicile Basis for control Verizon Communications Inc. Verizon European Holdings Limited New York, USA Reading, United Kingdom Ultimative parent company Parent company Related party transactions not carried through on normal market terms: There are no related-party transactions that have not been carried through on normal market terms. Information about shareholders holding 5% or more of the share capital or the voting rights Name Domicile Verizon European Holdings Limited United Kingdom 31/12 2013 DKK 15. Fee to the auditors appointed by the company in general meeting Fee for the statutory audit of the financial statements 31/12 2012 DKKt 138.591 138 138.591 138 14