Financial Statements 2019 and information for investors Contents Report of the Board of Directors 2019 ......................... 2 Financial indicators................................................ 20 Formulas for calculation of indicators ......................... 21 Consolidated financial statements ............................ 22 Consolidated statement of income ............................ 22 Consolidated statement of comprehensive income ......... 23 Consolidated statement of financial position ................ 24 Consolidated statement of cash flows ........................ 26 Consolidated statement of changes in equity ................ 27 Notes to the consolidated financial statements ............. 28 Parent company financial statements ........................ 81 Parent company statement of income, FAS .................. 81 Parent company statement of financial position, FAS ...... 82 Parent company statement of cash flows, FAS .............. 83 Notes to parent company financial statements ............. 84 Signatures of Board of Directors’ report and financial statements ......................................................... 95 Auditor’s Report ................................................... 96 Board of Directors ...............................................100 Executive Team ..................................................102 Information for investors ......................................104 Investor Relations ...............................................109 Notes to the consolidated financial statements ............... 28 1. Basis of preparation ............................................ 28 2. Reporting segments and geographic information ........ 30 3. Revenue recognition ............................................ 32 4. Intangible assets and property, plant and equipment .... 35 5. Leases ............................................................. 40 6. Net working capital ............................................ 43 7. Inventories ....................................................... 44 8. Financial assets and liabilities ................................ 45 9. Interest-bearing financial instruments ....................... 49 10. Derivative financial instruments .............................. 49 11. Financial income and expenses ............................... 53 12. Provisions ......................................................... 53 13. Other current liabilities ......................................... 55 14. Personnel expenses and the number of personnel ........ 55 15. Share-based payments ........................................ 56 16. Post-employment benefit obligations ....................... 59 17. Income taxes ..................................................... 63 18. Equity.............................................................. 66 19. Selling, general and administrative expenses .............. 67 20. Other operating income and expenses ...................... 67 21. Business combinations ........................................ 68 22. Financial risk management .................................... 70 23. Investments in associates and joint ventures .............. 74 24. Audit fees ......................................................... 76 25. Contingencies and commitments ............................. 76 26. Related party information ..................................... 77 27. Group companies ................................................ 78 28. Events after the reporting period ............................ 80 29. New accounting standards .................................... 80 report of the board of directors valmet | financial statements 2019 and information for investors Report of the Board of Directors January–December 2019 Governance The Board of Directors Current legislation, the company’s Articles of Association and the rules The Board of Directors shall see to the administration of the company and regulations of organizations regulating and supervising the activ- and the appropriate organization of its operations, and ensures that ities of listed companies are complied with in Valmet Oyj and Valmet the monitoring of the company’s accounting and asset management is Group corporate governance. Valmet Oyj complies without deviation arranged appropriately. The Board of Directors monitors the Group’s with the Finnish Corporate Governance Code for listed companies. The activities, finances and risk management, and its task is to promote the Code is publicly available at www.cgfinland.fi. interests of shareholders and the Group by ensuring the appropriate organization of the entire Group’s governance and operations. Corporate Governance Statement and According to Valmet’s Articles of Association, the Board of Directors Remuneration Report shall include at least five (5) members and at most eight (8) members. Valmet has prepared a separate Corporate Governance Statement and The term of office of Board members ends at the end of the first Annual a Remuneration Report for 2019, which comply with the recommenda- General Meeting following the elections. The Annual General Meeting tions of the Finnish Corporate Governance Code for listed companies. selects the Chairman, Vice-Chairman and other members of the Board. The statements also cover other central areas of corporate governance. The statements have been published on Valmet’s website, separately President and CEO from the Board of Directors’ Report, at www.valmet.com/governance. The Board of Directors selects a President and CEO for the company and decides on the salary and remunerations of the President and CEO Annual General Meeting as well as other terms related to the position. The Board of Directors The Annual General Meeting is the company’s highest decision-making monitors the work of the CEO. body, and its tasks are defined according to the Articles of Association The President and CEO is responsible for the company’s daily ad- and the Finnish Limited Liability Companies Act. The Annual General ministration according to the instructions and regulations of the Board Meeting decides on the adoption of the Financial Statements, the dis- of Directors. The President and CEO is responsible for ensuring the tribution of profit, discharging the members of the Board of Directors legality of the company’s accounting and for the reliable organization and the President and CEO from liability, appointing the members, of the company’s asset management. Chairman and Vice-Chairman of the Board as well as the auditor, their remunerations, and other matters requiring a decision by the Annual Valmet’s results in 2019 General Meeting according to the Finnish Limited Liability Companies Figures in brackets, unless otherwise stated, refer to the comparison Act that are presented to the Annual General Meeting. The General period, i.e. the same period of the previous year. As of January 1, 2019, Meeting convenes at least once a year. The Board of Directors convenes Valmet has adopted IFRS 16 without restating the figures for the com- the Annual General Meeting. parison period. 2 valmet | financial statements 2019 and information for investors report of the board of directors Key figures1 EUR million 2019 2018 2017 Orders received 3,986 3,722 3,272 Order backlog2 3,333 2,829 2,458 Net sales 3,547 3,325 3,058 Comparable earnings before interest, taxes and amortization (Comparable EBITA) 316 257 218 % of net sales 8.9% 7.7% 7.1% Earnings before interest, taxes and amortization (EBITA) 315 241 202 % of net sales 8.9% 7.2% 6.6% Operating profit (EBIT) 281 211 170 % of net sales 7.9% 6.4% 5.6% Profit before taxes 269 205 158 Profit for the period 202 152 121 Earnings per share, EUR 1.35 1.01 0.81 Earnings per share, diluted, EUR 1.35 1.01 0.81 Equity per share2, EUR 6.95 6.31 6.09 Dividend per share, EUR 0.803 0.65 0.55 Cash flow provided by operating activities 295 284 291 Cash flow after investments 58 208 227 Return on equity (ROE)4 20% 16% 13% Return on capital employed (ROCE) before taxes4 23% 19% 14% Equity to assets ratio2 41% 43% 42% Gearing2 -9% -23% -11% Valmet implemented IFRS 16 – Leases as of January 1, 2019 by applying the simplified transition method and therefore 2018 and 2017 figures are not restated. 1 The calculation of key figures is presented in the section ‘Formulas for calculation of indicators’. 2 At the end of period 3 Board of Directors’ proposal 4 In the calculation of 2017 figures, non-restated data points from 2016 have been used. 3 report of the board of directors valmet | financial statements 2019 and information for investors Orders received increased 7 percent to Orders received increased 7 percent to EUR 3,986 million (EUR 3,722 EUR 3,986 million in 2019 million) in 2019. The Services and Automation business lines together accounted for 46 percent (44%) of Valmet’s orders received. Orders Orders received, EUR million 2019 2018 Change received increased in the Pulp and Energy, Services and Automation Services 1,459 1,315 11% business lines and remained at the previous year’s level in the Paper Automation 359 330 9% business line. The acquired businesses contributed EUR 133 million to Pulp and Energy 1,125 1,000 13% orders received. Paper 1,043 1,077 -3% Orders received increased in South America, Asia-Pacific, North Total 3,986 3,722 7% America and EMEA and decreased in China. Measured by orders re- ceived, the top three countries were the USA, Brazil and Finland, which Orders received, comparable foreign exchange rates, together accounted for 40 percent of orders received. The emerging EUR million1