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As filed with the Securities and Exchange Commission on February 26, 2018

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 20-F

 

(Mark One)

 

 

Date of event requiring this shell company report . . . . . . . . . . . . . . . . . . .

 

For the transition period from                       to                        

 

Commission file number: 001-08382

 

AKTIEBOLAGET SVENSK EXPORTKREDIT

(Exact name of Registrant as specified in its charter)

(SWEDISH EXPORT CREDIT CORPORATION)

(Translation of Registrant’s name into English)

Kingdom of Sweden

(Jurisdiction of incorporation or organization)

Klarabergsviadukten 61-63, Stockholm, Sweden

(Address of principal executive offices)

Susanna Rystedt, Swedish Export Credit Corporation, P.O.Box 194, SE-101 23 Stockholm Email: Susanna.Rystedt@sek.se Phone 46-8-613 85 64, Fax 46-8-20 38 94

(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		Name of each exchange on which registered
ELEMENTS SM  Linked to the SPECTRUM Large Cap U.S. Sector Momentum Index developed by BNP Paribas due August 8, 2022		NYSE ARCA, Inc.
ELEMENTS SM  Linked to the Rogers International Commodity Index® — Agriculture Total Return SM  due October 24, 2022		NYSE ARCA, Inc.
ELEMENTS SM  Linked to the Rogers International Commodity Index® — Energy Total Return SM  due October 24, 2022		NYSE ARCA, Inc.
ELEMENTS SM  Linked to the Rogers International Commodity Index® — Metals Total Return SM  due October 24, 2022		NYSE ARCA, Inc.
ELEMENTS SM  Linked to the Rogers International Commodity Index® — Total Return SM  due October 24, 2022		NYSE ARCA, Inc.
ELEMENTS SM  Linked to the MLCX Biofuels Index (Exchange Series) — Total Return due February 13, 2023		NYSE ARCA, Inc.
ELEMENTS SM  Linked to the MLCX Grains Index — Total Return due February 14, 2023		NYSE ARCA, Inc.

 

Securities registered or to be registered pursuant to Section 12(g) of the Act:   None

(Title of Class)

 

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

(Title of Class)

 

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

Shares

3,990,000

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

x Yes   o 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.

o Yes   x No

 

Note — Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

 

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:

x Yes   o 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 the 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. o

 

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

 

 

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.

o Item 17   o 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).

o Yes   x No

 

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

 

o Yes   o No

 

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TABLE OF CONTENTS

 

PART I	4
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS	4
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE	4
ITEM 3. KEY INFORMATION	4
ITEM 4. INFORMATION ON THE GROUP AND THE PARENT COMPANY	11
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS	22
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	29
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	37
ITEM 8. FINANCIAL INFORMATION	39
ITEM 9. THE OFFER AND LISTING	39
ITEM 10. ADDITIONAL INFORMATION	40
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS	43
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	43
PART II	44
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	44
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	44
ITEM 15. CONTROLS AND PROCEDURES	44
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT	45
ITEM 16B. CODE OF ETHICS	45
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES	46
ITEM 16D. EXEMPTION FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	46
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	. 47
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT	47
ITEM 16G.CORPORATE GOVERNANCE	47
PART III	48
ITEM 17. FINANCIAL STATEMENTS	48
ITEM 18. FINANCIAL STATEMENTS	48
ITEM 19. EXHIBITS	48

 

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INTRODUCTORY NOTES

 

In this annual report on Form 20-F (the “annual report”), unless otherwise specified, all amounts are expressed in Swedish kronor (“Skr”). See Item 3, “Key Information,” for a description of historical exchange rates and other matters relating to the Swedish kronor.

 

In this annual report, unless otherwise indicated, all descriptions and financial information relate to the consolidated group consisting of Aktiebolaget Svensk Exportkredit (publ), (Swedish Export Credit Corporation) (the “Parent Company”), including the Swedish system for officially supported export credits (the “CIRR-system”), which is described herein, and the Parent Company’s wholly owned subsidiary Venantius AB (and its wholly-owned subsidiary VF Finans AB) (the “Subsidiaries” and together with the Parent Company, “SEK,” the “Consolidated Group” or the “Group”). Venantius AB is no longer engaged in any active business; Venantius AB together with its wholly owned subsidiary is being wound down.

 

The Consolidated Financial Statements of SEK included in Item 18 (the “Consolidated Financial Statements”) comprise the financial statements of the Parent Company and the Subsidiaries. In certain cases, comparable figures for earlier financial periods are reported in parentheses after the relevant figure for the current period. For example, “(2016: Skr 10 million)” means that the relevant figure for 2016, or as of December 31, 2016, as the context requires, was Skr 10 million.

 

The Parent Company is a “public limited liability company” within the meaning of the Swedish Companies Act (2005:551). A Swedish limited liability company, even if its shares are not listed on an exchange and are not publicly traded, may choose to declare itself a “public limited liability company”. Only public limited liability companies are allowed to raise funds from the public through the issuance of debt instruments. A public limited liability company is required to add the notation “publ” to its name, unless it is evident from the company’s name that the company is a public limited liability company.

 

Additional information about SEK, including investor presentations and the Annual Report for the financial year of 2017, is available at www.sek.se/en/investor-relations. Information available on or accessible through SEK’s website is not incorporated herein by reference.

 

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FORWARD-LOOKING STATEMENTS

 

This annual report contains forward-looking statements. SEK has based these forward-looking statements on its current expectations and projections about future events. These statements include but are not limited to:

 

·          statements regarding financial projections and estimates and their underlying assumptions;

·          statements regarding plans, objectives and expectations relating to future operations and services;

·          statements regarding the impact of regulatory initiatives on SEK’s operations;

·                           statements regarding general industry and macroeconomic growth rates and SEK’s performance relative to them; and

·          statements regarding future performance.

 

Forward-looking statements are generally identified by the words “expect”, “anticipate”, “believe”, “intend”, “estimate”, “should”, and similar expressions.

 

Forward-looking statements are based on current plans, estimates and projections, and therefore readers should not place undue reliance on them. Forward-looking statements speak only as of the date they are made, and SEK undertakes no obligation to update any forward-looking statement in light of new information or future events, although SEK intends to continue to meet its ongoing disclosure obligations under the U.S. securities laws (such as the obligations to file annual reports on Form 20-F and reports on Form 6-K) and under other applicable laws. Forward-looking statements involve inherent risks and uncertainties, most of which are difficult to predict and generally beyond SEK’s control. Readers are cautioned that a number of important factors could cause actual results or outcomes to differ materially from those expressed in, or implied by, forward-looking statements. These factors include, among others, the following:

 

·                   disruptions in the financial markets or economic recessions, including as a result of geopolitical instability, may have an adverse effect on SEK’s financial performance;

·                   disruptions in the financial markets or economic recessions may negatively affect the credit quality of borrowers and cause risk to other counterparties, which may cause SEK to incur credit losses or affect the value of its assets;

·                   reduced access to international capital markets for the financing of SEK’s operations, or less favorable financing terms, may negatively impact SEK’s profitability and its ability to fulfill its obligations;

·                   changes in laws, regulations or accounting standards may adversely affect SEK’s business;

·                   SEK may experience negative changes in the value of its assets or liabilities and may incur other losses related to volatile and illiquid market conditions;

·                   SEK’s hedging strategies may not prevent losses;

·                   fluctuations in foreign currency exchange rates could harm SEK’s business;

·                   increasing competition may adversely affect SEK’s income and business;

·                   SEK is exposed to significant operational risk;

·                   risk related to financial reporting and other deficiencies in internal control over financial reporting and disclosure processes could result in regulatory action, legal liability and damage to the Group’s reputation;

·                   developments in emerging market countries may adversely affect the Group’s business; and

·                   negative interest rates may have an impact on SEK’s profitability.

 

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PART I

 

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

 

Not required as this 20-F is filed as an Annual Report.

 

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

 

Not required as this 20-F is filed as an Annual Report.

 

ITEM 3. KEY INFORMATION

 

A                    Selected Financial Data

 

The following selected consolidated financial data should be read in conjunction with the Consolidated Financial Statements and related notes. The Consolidated Statement of Comprehensive Income data for the years ended December 31, 2017, 2016, 2015, 2014 and 2013 and the Consolidated Statement of Financial Position data as of December 31, 2017, 2016, 2015, 2014 and 2013 have been derived from SEK’s Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standard Board (IASB) (herein “IFRS”).

 

While complying with IFRS, SEK also complies with the additional requirements of the Swedish Annual Accounts Act for Credit Institutions and Securities Companies (1995:1559) (ÅRKL), the Recommendation RFR1 Supplementary Accounting Principles for Groups, issued by the Swedish Financial Reporting Board (RFR), and the accounting regulations of Finansinspektionen (the Swedish FSA) (FFFS 2008:25).

 

The following information should be read in conjunction with the more detailed discussion contained in Item 5 “Operating and Financial Review and Prospects”.

 

		Year Ended December 31,
(In Skr mn, unless otherwise stated)		2017		2016		2015		2014		2013
Net interest revenues		1,683		1,747		1,662		1,578		1,555
Operating income		1,553		1,608		2,056		2,078		1,958
Operating profit		1,007		1,002		1,535		1,629		1,408
Net profit (after taxes)		772		780		1,187		1,260		1,090
Dividend per share (Skr)		58.05	(A)	58.65		89.22		94.74		81.96
Total comprehensive income		672		664		1,049		1,494		823
Ratios of earnings to fixed charges (B)		1.46		1.70		2.31		1.74		1.54

 

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(A) The dividend for the year ended December 31, 2017 is to be proposed to the Annual General Meeting, which will be held on April 24, 2018, and is subject to approval at that meeting.

 

(B) For the purpose of calculating ratios of earnings to fixed charges, earnings consist of net profit for the year, plus taxes and fixed charges. Fixed charges consist of SEK’s interest expenses, including borrowing costs. See also Exhibit 7.1 Statement of Ratios of Earnings to Fixed Charges.

 

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CONSOLIDATED STATEMENT OF FINANCIAL POSITION DATA

 

		Year Ended December 31,
(In Skr mn, unless otherwise stated)		2017		2016		2015		2014		2013
Total loans outstanding (C)		195,120		208,700		205,097		218,222		201,477
Total assets		264,392		299,442		280,411		325,166		306,554
Total debt		226,873		255,214		235,644		284,137		270,822
of which subordinated		2,040		2,266		2,088		1,945		1,607
Equity		17,574		17,136		16,828		16,157		14,990
of which share capital		3,990		3,990		3,990		3,990		3,990
Number of shares		3,990,000		3,990,000		3,990,000		3,990,000		3,990,000
Total liabilities and equity		264,392		299,442		280,411		325,166		306,554

 

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(C) Loans outstanding consist of loans due from commercial and financial institutions including loans in the form of interest-bearing securities. Certain deposits with banks and states are not a part of total loans, although they are included in the items Loans to Credit Institutions and Loans to the Public in the Consolidated Statement of Financial Position. For a reconciliation of loans outstanding, see Note 11 to the Consolidated Financial Statements.

 

B                    Foreign Exchange rates

 

The Group’s presentation currency is the Swedish kronor. The following tables set forth, for the periods and dates indicated, information concerning the noon buying rates for cable transfers in Swedish kronor, expressed in Skr per $1.00, as certified for customs purposes by the Federal Reserve Bank of New York.

 

Calendar Year		High		Low		Average (A)		Period End
2017		9.1970		7.9331		8.4872		8.1950
2016		9.3909		7.9202		8.5571		9.0698
2015		8.8390		7.8117		8.4477		8.3524
2014		7.8117		6.3392		6.9339		7.8117
2013		6.8360		6.2940		6.5221		6.5084

 

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(A) The average of the exchange rates on the last day of each month during the period.

 

Calendar Month 2017		High		Low
September		8.1797		7.9388
October		8.3746		8.0502
November		8.4819		8.2860
December		8.4963		8.1950

 

Calendar Month 2018		High		Low
January		8.2496		7.8403
February 1st until February 16		8.1225		7.8588

 

The noon buying rate on February 16, 2018 was $1.00 = Skr 7.9440

 

No representation is made that Swedish krona amounts have been, could have been or could be converted into U.S. dollars at the foregoing rates on any of the dates indicated.

 

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C                    Risk Factors

 

The following discussion provides a description of the most significant risk factors that could affect SEK’s businesses, results of operations and financial condition and could cause SEK’s results to differ materially from those expressed in public statements or documents. Some of these risk factors, many of which are outside the Group’s control, are inherent in the financial services industry and others are more specific to SEK’s own businesses. There are also other factors beyond those discussed below or elsewhere in this Annual Report on Form 20-F, that could affect SEK’s businesses, results of operations and financial condition and, therefore, the risk factors below should not be considered a complete list of all potential risks that SEK may face.

 

Disruptions in the financial markets or economic recessions, including as a result of geopolitical instability, may have an adverse effect on SEK’s financial performance.

 

SEK’s business and earnings are affected by general business, economic and market conditions, especially within Sweden and Europe. Uncertainties remain concerning the outlook and the future economic environment related to recent events in those regions, such as a continuing weak economic outlook in certain European countries and the uncertainty surrounding the economic effect of the United Kingdom (the “UK”) submitting formal notification under Article 50 of the Lisbon Treaty to the European Council of the intention of the UK to withdraw its membership in the European Union (commonly referred to as “Brexit”). Furthermore, political uncertainty related to the impact of the US presidential administration, including on free trade agreements between the US and other countries, could have a negative impact on SEK’s business and earnings .

 

Additionally, even in the absence of slow economic growth or recessions, other economic circumstances — including, but not limited to, volatility in energy prices, contractions in infrastructure spending, fluctuations in market interest or exchange rates, and concerns over the financial health of sovereign governments and their instrumentalities — may have negative consequences for the companies and industries that the Group provides financing to (as well as the financial condition of SEK’s financial counterparties) and could, in addition to the other factors cited above, have material adverse effects on the Group’s business prospects, financial condition or ability to fulfill its debt obligations.

 

Disruptions in the financial markets or economic recessions may negatively affect the credit quality of borrowers and cause risk to other counterparties, which may cause SEK to incur credit losses or affect the value of its assets.

 

Risks arising from the credit quality of borrowers and counterparties and the recoverability of loans and amounts due from counterparties in derivative transactions are inherent in SEK’s businesses. Consequently, SEK may incur credit losses or delinquency in debt repayments even in normal economic circumstances. Financial market disruptions or economic recessions may further affect SEK’s customers and counterparties, negatively affecting their ability to fulfill their obligations. Market and economic disruptions may affect, among other things, business and consumer spending, bankruptcy rates and asset prices, creating a greater likelihood of impact on an increased number of SEK’s customers’ or counterparties’ credit demand or that they may become delinquent in their loans or other obligations to SEK. For example, following the financial crisis, SEK was forced to write down the value of some of its assets as a result of disruptions in the financial markets. Such disruptions may affect the recoverability and value of SEK’s assets and may necessitate an increase in SEK’s provisions for delinquent and defaulted debt and other provisions, which could in turn have a material adverse effect on SEK’s business and/or its ability to repay its debts.

 

Reduced access to international capital markets for the financing of SEK’s operations, or less favorable financing terms, may negatively impact SEK’s profitability and its ability to fulfill its obligations .

 

In order to finance its operations, SEK is dependent on the international capital markets, where it competes with other issuers to obtain financing. Although SEK has been able to successfully finance its operations to date, factors outside SEK’s control may have material adverse effects on the Group’s continued ability to obtain such

 

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financing or could cause the cost of such financing to increase. In addition, much of SEK’s new lending during 2017 was concentrated in Asia, so financial market performance, geopolitical instability and other similar factors in Asia might adversely affect SEK’s continued ability to obtain financing. For example, liquidity investments declined in 2017 when strong performance by the Japanese stock market caused substantial early redemptions of structured debt that SEK issued in Japan.

 

A key factor affecting the cost and availability of financing is SEK’s credit rating. Although the Group currently has favorable credit ratings from various credit rating agencies, those credit ratings depend on many factors, some of which are outside of SEK’s control. Significant factors in determining SEK’s credit ratings or that otherwise could affect its ability to raise financing include its ownership structure, asset quality, liquidity profile, short- and long-term financial prospects, risk exposures, capital ratios, and prudential measures, as well as government support and SEK’s public policy role. Notwithstanding regular confirmation from SEK’s owner (the Swedish State) of its continued support for SEK’s current public policy role, there is a risk that this view could change in the future. For example, similar export institutions in the Nordic region have recently experienced dramatic changes in their respective government’s definitions of their public policy role. Deterioration in any one of these factors or in any combination of these factors may lead rating agencies to downgrade SEK’s credit ratings. If the Group were to experience a downgrade in its credit ratings, it would likely become necessary to offer increased interest margins in the capital markets in order to obtain financing, which would likely substantially lower the Group’s profit margins and earnings, harm its overall liquidity and negatively affect its business and its ability to fulfill its obligations.

 

Changes in laws, regulations or accounting standards may adversely affect SEK’s business.

 

SEK’s business is subject to regulation and regulatory oversight. Any significant regulatory development could affect the manner in which SEK conducts its business and SEK’s results of operations. SEK continues to monitor new local, regional and international regulations in an effort to remain compliant with the governing law.  Changes to existing laws, or the interpretation or enforcement of laws, may directly impact SEK’s business, results of operations and financial condition.

 

In particular, SEK is subject to financial services laws, regulations, administrative actions and policies in each location in which it operates. Financial regulators around the world have responded to the recent crisis by proposing significant changes to the regulatory regime applicable to financial service companies such as SEK. Changes to the current system of supervision and regulation, or any failure to comply with applicable rules (and particularly those in Sweden), could materially and adversely affect SEK’s business, financial condition or results of operation and/or ability to repay its debt. For example, in 2017, the Swedish FSA required most financial institutions in Sweden, including SEK, to pay a higher resolution fee to a fund to support the recovery of credit institutions, which adversely affected SEK’s results of operations.

 

The European Bank Recovery and Resolution Directive (the “BRRD”) provides an EU-wide framework for the recovery and resolution of credit institutions and investment firms, their subsidiaries and certain holding companies.  In Sweden, the requirements of the BRRD generally were implemented into Swedish law by the Resolution Act 2016 (as amended, the “Resolution Act”) as of February 1, 2016. In accordance with the BRRD, SEK is subject to a minimum requirement for own funds and eligible liabilities, which is a parallel requirement to the CRR. SEK is currently in compliance with the minimum requirement for own funds and eligible liabilities determined for it by the national resolution authority, which in Sweden is the Riksgäldskontoret (the Swedish National Debt Office), but if SEK does not comply in the future, the Swedish National Debt Office may require SEK to fulfill the requirements by issuing capital that is subordinated to SEK’s outstanding senior debt. SEK may experience difficulties in issuing this subordinated debt or the interest rate on this subordinated debt may be considerably higher than on senior securities issued, which would negatively impact SEK’s profitability. For more information, see Item 4 “Information on the Group and the Parent Company–B. Business Overview–Swedish Government Supervision–Supervisory Authorities”.

 

The Resolution Act confers substantial powers on the Swedish National Debt Office to enable it to take a range of actions in relation to Swedish financial institutions that are considered to be at risk of failing, including a debt write-down tool. The exercise of any resolution power, or any suggestion of the exercise of any resolution power, may have a material adverse effect on the SEK’s ability to obtain financing, or could cause the cost of financing to increase and/or could affect SEK’s ability to fulfill its obligations

 

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In addition, in the wake of the financial disruptions from 2008 and onwards, the Basel Committee on Banking Supervision (the “Basel Committee”) has revised the Basel regime to provide for new, stricter regulations with regard to capital adequacy and liquidity coverage. These stricter regulations (many of which have already come into force, while others are expected to become effective in the near future) will mean that, in general, financial institutions will need to maintain relatively more own funds (capital base) in relation to their risk-weighted assets as well as better matched borrowing in relation to their obligations. Furthermore, tighter rules on which assets can be defined as liquidity reserves as well as stricter requirements on clearing of derivatives may also affect international capital markets. In addition, the European Union legal framework MiFID II (Markets in Financial Instruments Directive) became applicable in the European Union on January 3, 2018. Among other requirements, MiFID II imposes new requirements on the issuance and distribution of bonds and, therefore, may affect international capital markets, as well.  Compliance with these new rules and regulations may increase the costs of borrowing for all financial institutions, including SEK. For more information, see Item 4 “Information on the Group and the Parent Company–B. Business Overview–Swedish Government Supervision” below.

 

The Basel Committee issued in December 2017 final revisions to the Basel III capital framework (the “2017 Revisions”). The main objective of the 2017 Revisions is to reduce variability of risk-weighted assets within the banking system. The 2017 Revisions include an output floor, altered standardized approaches for credit risk and operational risk, constraints on the use of internally-modelled approaches and changes in the leverage ratio. It is expected to enter into force on January 1, 2022. From a Swedish perspective, the 2017 Revisions must first be implemented through EU legislation before they could impact SEK’s capital requirements. Even though SEK is expected to meet the revised requirements based on current market assumptions, the 2017 Revisions, once implemented, may materially constrain SEK’s business plans and negatively impact profitability.

 

European Market Infrastructure Regulation (EMIR), a regulation regarding OTC-derivatives, central counterparties and trade repositories, came into effect on August 16, 2012. Since then, various parts of the regulation have become effective. During 2018, additional parts of the regulation related to central clearing of certain OTC-derivatives will come into effect. SEK may be required to post additional collateral related to its derivatives and may face higher costs as a result of these regulatory requirements.

 

Certain changes in accounting standards that could also have a negative impact on SEK include IFRS 9, which replaced IAS 39 on January 1, 2018, with regard to accounting rules for financial instruments. Even if the transition to IFRS 9 does not have a material negative impact on SEK´s equity, the implementation of a new model for expected credit loss is expected to increase the volatility of SEK’s earnings over time.

 

SEK may experience negative changes in the value of its assets or liabilities and may incur other losses related to volatile and illiquid market conditions.

 

Market volatility, illiquid market conditions and disruptions in the credit markets have made it difficult to value certain of SEK’s assets and liabilities during certain periods. For example, SEK is exposed to changes in fair value due to changes in credit spreads on its own debt and due to changes in currency basis spread, which it has not hedged, and such changes in fair value can have a negative impact on SEK’s results as reported under IFRS, even though SEK historically has not experienced any material realized losses related to such exposures. Subsequent valuations, in light of factors then prevailing, may result in significant changes in the value of such assets or liabilities in future periods. In addition, at the time of any sale of any such assets, the prices SEK ultimately realizes will depend on the demand and liquidity in the market at that time and may be materially lower than such assets’ current fair value. Any of these factors could require SEK to negatively change the carrying amount of such assets or liabilities, which may have an adverse effect on the Group’s financial condition in future periods.

 

SEK’s hedging strategies may not prevent losses.

 

SEK uses hedging instruments in an attempt to manage interest rate, currency, credit, basis and other market-related risks. If any of the variety of instruments and strategies the Group uses to hedge its exposure to these various types of risk is not effective, the Group may incur losses, impairing its ability to timely repay or refinance its debts. In addition, there can be no assurance that the Group will continue to be able to hedge risks related to current or future assets or liabilities in accordance with its current policies in an efficient manner or at all. Disruptions such as market crises and economic recessions may put a strain on the availability and

 

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effectiveness of hedging instruments or strategies and could have an adverse effect on SEK’s financial condition and its ability to fulfill its obligations.

 

Fluctuations in foreign currency exchange rates could harm SEK’s business.

 

As an international lending institution, the Group is subject to some exchange-rate risk. The adequacy of the Group’s financial resources may be impacted by changes in currency exchange rates that affect the value, in Swedish currency, of the Group’s foreign-currency obligations. For example, during 2017, there were fluctuations in major currencies due to political unrest, even though that did not have a significant impact on SEK’s financial condition during the year. The values of a majority of the items presented in the Consolidated Statements of Financial Position are subject to fluctuations as a result of changes in the exchange rate between the Swedish krona and other currencies, such as the U.S. dollar and the Euro. Countries could undertake actions that could significantly impact the value of their currencies such as “quantitative easing” measures and potential withdrawals from common currencies. Higher inflation in certain countries, including in Europe, may also result in devaluation of currencies. Even though the Group carefully monitors and hedges its foreign currency exposures, changes in currency exchange rates adverse to the Group could harm SEK’s business, its profitability and its ability to repay its debts. Furthermore, SEK does not hedge its exposure towards currency exchange-rate effects related to unrealized changes in the fair value of its assets and liabilities. Also, any strengthening of the Swedish krona against other currencies may reduce demand for the products sold overseas by SEK’s Swedish clients and thus reduce demand for its loans from end-purchasers of such products, or cause such clients to experience increased difficulty in repaying their loans to SEK. Such eventualities could therefore have an adverse effect on SEK’s financial condition and its ability to fulfill its obligations.

 

Increasing competition may adversely affect SEK’s income and business.

 

Competition in the Group’s business is based on service, product innovation, product features, price, commission structures, financial strength and name recognition. The Group competes with a large number of other credit institutions, including domestic and foreign banks, as well as with the direct or indirect financing programs of exporters themselves. Some of these institutions offer a broader array of products or have more competitive pricing or greater financial resources than SEK. Increasing competition may have significant negative effects on the Group’s financial performance if the Group is unable to match the products and services of its competitors or has to lower its prices or rates in order to compete for customer business, investments or financing. Such changes could have material adverse effects on SEK’s business and its ability to repay its debts.

 

SEK is exposed to significant operational risk.

 

Broadly, operational risk can arise from fraud, errors by employees, failure to document transactions properly or to obtain proper internal authorizations, equipment failures, natural disasters, information security failures, data loss, cyber-attacks and breaches from known malware or malware that may be developed in the future or the failure of external systems such as, for example, those of SEK’s suppliers or counterparties. SEK’s businesses are dependent on the ability to process complex transactions efficiently and accurately. Failure to address operational risk may lead to additional costs, losses or damages to SEK’s reputation which may negatively affect customers’ and investors’ confidence, and thus SEK’s business, financial performance and/or ability to repay its debt. SEK has in the recent past seen additional costs related to enhancement of IT-systems due to increased regulatory burdens. If, for example, SEK failed to properly comply with its obligations under financial guarantee contracts or other credit risk reducing arrangements or if the contracts were not properly drafted, this could result in SEK not being able to effectively seek recourse to such guarantees or other arrangements in the event the relevant borrower was unable to repay its debt to SEK.

 

There is also a risk that SEK’s reputation will be damaged if SEK fails to comply with current legislation and best practices or in any other way fails to meet its commitments, including those that are not explicit. Although operational risks can be reduced by properly documented processes, adequate systems, a culture of sensitivity to risk, compliance with regulations, effective corporate governance and other factors supporting internal control, such procedures may not be effective in controlling each single operational risk SEK faces. A significant failure in managing SEK’s operational risk could materially and adversely affect the company’s business, financial condition, results of operation and/or ability to repay its debt.

 

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Risk related to financial reporting and other deficiencies in internal control over financial reporting and disclosure processes could result in regulatory action, legal liability and damage to the Group’s reputation.

 

SEK’s external reporting of financial and non-financial data is reliant on the Group’s internal control over financial reporting including the integrity of systems and people. Failure to report data accurately and in compliance with external standards could result in regulatory action, legal liability and damage to the Group’s reputation. For additional information on SEK’s internal control over financial reporting see Item 15.

 

Developments in emerging market countries may adversely affect the Group’s business.

 

The Group operates in a number of emerging markets. Economic and political developments in emerging markets, including economic crises or political instability, may have material adverse effects on the Group’s business prospects, results of operations and financial conditions.

 

Negative interest rates may have an impact on SEK’s profitability.

 

Negative interest rates may result in lower net interest income and might negatively affect the value of assets and liabilities. For example, negative interest rates may render hedges less effective if interest rate is to be paid on the hedge while there is no compensation on the hedged item. Furthermore, increased prepayments on loans and lower spread between rates on assets and liabilities might also have a negative impact on net interest income. Negative interest rates lead to valuation risk due to potential changes in market practice for how to incorporate negative interest rates in the valuation. Relatively low interest rates create a risk that the bond market may be adversely affected due to lower turnover and less liquidity, even though the general upturn in interest rates in recent times has slightly mitigated this risk. Finally, low interest rates translate into greater risk of increased debt levels, rising asset prices and heightened financial risk taking.

 

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ITEM 4. INFORMATION ON THE GROUP AND THE PARENT COMPANY

 

A                    History and Development

 

Aktiebolaget Svensk Exportkredit (publ) (Swedish Export Credit Corporation) is a “public limited liability company” under the Swedish Companies Act. It is wholly owned by the Swedish State through the Ministry of Enterprise and Innovation (“Sweden”, the “Swedish State” or the “State”).

 

The Parent Company was founded in 1962 in order to strengthen the competitiveness of the Swedish export industry by meeting a need for long-term financing for both exporters and their foreign customers. SEK’s objective is to engage in financing activities in accordance with the Swedish Banking and Financing Business Act and, in connection therewith, to promote the development of Swedish commerce and industry as well as otherwise engaging in Swedish and international financing activities on commercial terms. The duration of the Parent Company is indefinite.

 

SEK’s mission has evolved since it began its operations in 1962. SEK’s range of products has expanded from its roots in export loans; however it remains a niche operator in the financial markets.

 

The address of the Parent Company’s principal executive office is AB Svensk Exportkredit (Swedish Export Credit Corporation), Klarabergsviadukten 61-63, Stockholm, Sweden; and the Parent Company’s telephone number is +46-8-613-83 00. The Parent Company’s authorized representative in the United States is Business Sweden. Business Sweden’s contact information is as follows:

 

Business Sweden New York

The News Building,

220 E 42 nd  Street

Suite 409A,

New York, NY 10017

Tel. No.: (212) 507-9001

usa@business-sweden.se

 

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B       Business Overview

 

SEK’s mission is to ensure access to financial solutions for the Swedish export industry on commercial and sustainable terms, with the aim of promoting the development and international competitiveness of Swedish industry and trade. Its mission includes, as a public policy assignment, administration of the Commercial Interest Reference Rate-system (the “CIRR-system”). Pursuant to agreements established in 1978 and amended from time to time thereafter, the Group administers the CIRR-system on behalf of the Swedish State in return for compensation.

 

SEK extends loans on commercial terms at prevailing fixed or floating market interest rates as well as loans on State-supported terms at fixed interest rates that may be lower than prevailing fixed market rates in the CIRR-system. The compensation from the CIRR-system to SEK is recorded as a part of interest revenues in the Consolidated Statement of Comprehensive Income. See Note 1(f) to the Consolidated Financial Statements. Because Sweden is a member of the Organization for Economic Co-operation and Development (OECD), the CIRR-system is designed to comply with the Arrangement on Guidelines for Officially Supported Export Credits of the OECD (the “Export Credit Guidelines”).

 

SEK’s product offerings are aimed at Swedish exporters and their customers and, currently, the customers are mainly found among the 100 largest Swedish exporters with sales exceeding Skr 4 billion. Starting in 2015, SEK has also expanded its product offerings to reach medium-sized exporters with sales of more than Skr 500 million.

 

SEK works mainly in lending and as a result, SEK acts as a complement to, and works in cooperation with, Swedish and international banks as well as other financial institutions. SEK also has close partnerships with other export promotion agencies in Sweden such as Almi, Business Sweden, the Swedish Exports Credit Guarantee Board (the “EKN”) and Swedfund.

 

SEK can provide loans in a number of different currencies and with different maturities. The majority of its lending is in Swedish kronor, US dollars or euros, but SEK also offers loans in several other currencies.

 

SEK’s borrowing activities in the international capital markets have given SEK expertise in financial instruments.

 

SEK’s niche specialization in long-term export-related financing, combined with its financial capacity and flexible organization, are key factors in the management of its operations.

 

2017

 

·                   SEK’s new lending to Swedish exporters and their customers amounted to Skr 89.3 billion (2016: Skr 54.8 billion), of which new lending to Swedish exporters was Skr 21.6 billion (2016: Skr 18.1 billion) and new lending to exporters’ customers amounted to Skr 67.7 billion (2016: Skr 36.7 billion). During the year, export credits in the form of officially supported export credits (“CIRR loans”) were significant, primarily in the telecom sector.

·                   SEK has focused on broadening its client base and product offerings. SEK has performed strongly in soliciting new clients and the customer base has significantly increased. These 13 new customers are in both of SEK’s customer groups: large and medium-sized companies.

·                   SEK’s new lending to green projects totaled Skr 2.4 billion in 2017 (2016: Skr 3.3 billion).

·                   SEK’s net interest revenues amounted to Skr 1,683 million (2016: Skr 1,747 million). Net interest revenues were affected negatively by a higher resolution fee of Skr 193 million (2016: Skr 102 million) which SEK is required to pay to a fund to support the recovery of credit institutions.

·                   SEK has a credit facility with the Swedish National Debt Office of Skr 125 billion, renewed through the end of 2018 by the Swedish Parliament, in order to further enhance the ability to promote the Swedish export industry. SEK has not yet utilized the credit facility. The credit facility is only available for CIRR loans.

·                   The Board of Directors (the “Board”) has resolved to propose at the Annual General Meeting that a total dividend of Skr 232 million (2016: Skr 234 million) be paid in accordance with SEK’s dividend policy of 30 percent of the profit of the year.

 

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Competition

 

SEK is the only institution authorized by the Swedish State to grant export financing loans under the CIRR-system. With support from the State, SEK helps Swedish export companies compete with other export companies within OECD member countries, which have similar support from their respective domestic export credit agencies and which also provide government-supported export credits. SEK’s lending, excluding the CIRR-system, faces competition from other Swedish and foreign financial institutions, as well as from the direct and indirect financing programs of exporters themselves.

 

The following table summarizes SEK’s loans outstanding and debt outstanding as of December 31, 2017 and 2016:

 

		Year ended December 31,
Skr mn		2017		2016		Changes in percent
Total loans outstanding(A)		195,120		208,700		-7	%
of which CIRR-system		49,124		49,802		-1	%
Total debt outstanding (B)		226,873		255,214		-11	%
of which CIRR-system		49,252		49,991		-1	%

    

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(A) Loans outstanding consist of loans due from commercial and financial institutions including loans in the form of interest-bearing securities. For a reconciliation of loans outstanding, see Note 11 to the Consolidated Financial Statements.

 

(B) Debt outstanding includes subordinated debt of Skr 2,040 million and Skr 2,266 million as of December 31, 2017 and 2016, respectively.

 

Lending Operations — General

 

The following table sets forth certain data regarding the Group’s lending operations, including the CIRR-system, during the two-year period ending December 31, 2017:

 

		Year ended December 31,
Skr mn		2017		2016		Changes in percent
Offers of long-term loans accepted		89,305		54,856		63	%
Total loan disbursements		-61,157		-61,350		0	%
Total loan repayments		75,109		72,214		4	%
Total net increase/ (decrease) in loans outstanding		-13,580		3,603		NM
Loans outstanding		195,120		208,700		-7	%
Loan commitments outstanding but undisbursed(A)		72,914		54,783		33	%

 

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(A) If a loan has been accepted by the borrower it can be disbursed immediately. However, disbursement may be delayed due to a number of factors. In some cases, including as a result of changes in the commercial and financial institutions’ need for funds, an accepted loan may never be disbursed. Currency exchange-rate effects also impact the amount of loan commitments that will result in loans outstanding. Therefore, the volume of loans accepted does not equal the volume of loans disbursed as presented in the Statement of Cash Flows in the Consolidated Financial Statements for a single fiscal year. Loans accepted but not yet disbursed are presented under the heading “Commitments” as “Committed undisbursed loans”, see Note 11 to the Consolidated Financial Statements.

 

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Total loans outstanding by type of loan:

 

		As of December 31,
Skr mn		2017		2016		2015		2014		2013
Lending to exporters’ customers		102,060		113,738		118,284		128,165		155,137
of which CIRR-system		49,124		49,802		43,128		47,377		42,419
Lending to Swedish exporters		93,060		94,962		86,813		90,057		46,340
of which CIRR-system		—		—		—		—		—
Total		195,120		208,700		205,097		218,222		201,477
of which CIRR-system		49,124		49,802		43,128		47,377		42,419

 

Most of the loans granted by SEK are granted to purchasers of Swedish exports. Western European markets are the largest markets for exported Swedish goods by revenue. However, exports to other markets, including less developed markets, are also important. Accordingly, the need for export financing may be related to transactions involving buyers in many different countries, with varying levels of creditworthiness. Pursuant to its credit risk exposure policy, SEK is selective in accepting such risk exposure. This policy seeks to ensure that SEK is neither dependent on the creditworthiness of individual buyers of Swedish goods and services, nor on the countries in which they are domiciled, but rather on the creditworthiness of individual counterparties to which SEK accepts credit risk exposure. SEK relies to a large extent on guarantees in its lending. For additional information on SEK’s approach to risk, see Note 27 and Note 30 to the Consolidated Financial Statements.

 

SEK has no exposure to subprime, Alt-A, negative amortizing or other loans that it would characterize as high-risk lending, including loans which have been modified or would otherwise qualify as distressed debt, other than the limited amount of such assets disclosed in Note 9 to the Consolidated Financial Statements.

 

CIRR-system

 

SEK treats the CIRR-system as a separate operation for accounting purposes. Although the deficits (or surpluses) of programs under the CIRR-system are reimbursed by (or paid to) the Swedish State, any loan losses that may be incurred under such programs are not reimbursed by the Swedish State. Accordingly, SEK has to obtain appropriate credit support for those loans as well. All of the lending under the CIRR-system is reported on SEK’s Consolidated Statement of Financial Position. SEK has consequently presented the operations of the CIRR-system in the Consolidated Statement of Comprehensive Income as the amount of net commission received, accounted for as interest income rather than presenting the gross amounts collected and paid in accordance with the agreement with the Swedish State. In general, loans under the program are guaranteed by the EKN. All such loans granted by SEK must also undergo SEK’s customary approval process.

 

Pursuant to an owner instruction adopted by the sole shareholder, the Swedish State, at the Annual General Meeting in April 2016, the difference between interest revenues related to lending and liquid assets under the CIRR-system on the one hand, and interest expenses related to borrowing, all other financing costs and any net foreign exchange losses incurred by SEK under the CIRR-system, on the other hand, are reimbursed by (or paid to) the Swedish State.

 

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SEK reports loans in the following categories:

 

Loan Types and Underwriting Policies

 

(a)  Lending to Swedish exporters

 

(b)  Lending to exporters’ customers

 

·                   export credits;

 

·                   loans for the funding of export lease agreements;

 

·                   trade finance; and

 

·                   project finance.

 

Within the CIRR-system, SEK extends loans only for the medium and long-term financing of durable goods exports. CIRR-system lending includes financing in collaboration with intergovernmental organizations and foreign export credit agencies.

 

SEK’s credit underwriting policies and requirements are similar regardless of loan type, and pertain equally to the CIRR-system. The majority of SEK’s loans are guaranteed by export credit agencies or banks, or by credit default swaps issued by banks or other financial institutions.

 

SEK’s initial loan offer and subsequent commitment set forth the maximum principal amount of the loan, the currency in which the loan will be denominated, and the repayment and disbursement schedule.

 

For more information, see the table under the heading “Outstanding loans as per product type” under Note 11 to the Consolidated Financial Statements.

 

Interest Rates

 

Outside the CIRR-system, export financing is extended at prevailing market rates of interest. The Group normally makes loan offers at a quoted interest rate that is subject to change prior to acceptance of the loan offer (a non-binding offer). When a borrower accepts a non-binding loan offer, the interest rate is normally set at the then-prevailing market rate (which might have changed since the loan commitment was made), and a binding loan commitment arises. Binding offers can also be provided and are offers with a higher degree of commitment to the customer with regard to disbursement of the loan than non-binding offers, regardless of whether the interest rate is fixed or not.

 

Because Sweden is a member of the OECD, the CIRR-system is designed to comply with the Arrangement on Guidelines for Officially Supported Export Credits of the OECD (the “Export Credit Guidelines”). The Export Credit Guidelines establishes minimum interest rates, required down payments and maximum loan periods for government-supported export loan programs.

 

SEK  offers CIRR loans established by the OECD in accordance with the Export Credit Guidelines. The CIRR rates for new loans are subject to periodic review and adjustment by the OECD. The Export Credit Guidelines stipulates that loan offers may remain valid for a period of not more than 120 days. EU rules and Swedish regulations state that the commercial contracts must be signed within that 120-day period. Thereafter, the CIRR rate can be locked in for a maximum period of six months in order for the loan agreement to be finalized. No commitment fee is charged by SEK for CIRR loans. SEK receives compensation from the Swedish government in the form of an administrative fee of 0.25 percent per annum, which is calculated based on the loan amount outstanding. The arranging or agent-bank, generally a commercial bank, receives compensation in the amount of 0.25 percent per annum, based on the loan amount outstanding, to cover its costs for arranging and managing loans.

 

SEK participates with government agencies in an export-financing program (the “Concessionary Credit Program”) financed by the Swedish State to promote exports to certain developing countries, incorporating a foreign aid element of at least 35 percent. SEK has a portfolio of concessionary credits but Sweden is no longer

 

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providing new concessionary credits under the program. Terms varied according to the per capita income of the importing country.

 

The aid element is reflected in the form of lower rates of interest and/or deferred repayment schedules. The Swedish government reimburses SEK through the CIRR-system for the costs incurred as a result of SEK’s participation in the Concessionary Credit Program as well as any costs for CIRR financing.

 

Guarantees and Credit Default Swaps

 

SEK relies to a large extent on guarantees in its lending. The guarantors are principally made up of government export credit agencies, such as the EKN, the Export Import Bank of the United States (“USEXIM”), the Exports Credits Guarantee Department of the United Kingdom (“ECGD”), Compagnie Financière pour la Commerce Exterieure (“Coface”) of France and Euler Hermes Kreditversicherungs AG of Germany, as well as financial institutions and, to a lesser extent, non-financial corporations. Credit risk is allocated to a guarantor in accordance with SEK’s policy and therefore, when disclosing net credit risk exposures, the majority of SEK’s guaranteed credit exposure is shown as exposure to sovereign counterparties. In general, loans under the CIRR-system are guaranteed by the EKN.

 

Total credit exposures for SEK covered by guarantees

 

		Year ended December 31,
Skr bn		2017		2016
Government export credit agencies		151.3		151.8
of which covered corporate exposures		101.1		97.0
of which covered exposures to financial institutions		0.4		2.6
of which covered exposures to regional governments		0.5		0.6
of which covered sovereign exposures		49.3		51.6

 

As of December 31, 2017, government export credit agencies guaranteed 46.2 percent of SEK’s total credit exposures.

 

If a guarantee or credit default swap is entered into for risk-mitigating purposes, the instrument protects a pre-defined amount of SEK’s exposure with respect to the principal amount of the underlying loan (and in some cases interest) as long as the issuer of the guarantee or credit default swap is financially sound. The protected amount is ordinarily 75–100 percent of the principal amount. Most of the counterparties against whom SEK accepts net exposures are rated by one or more of the internationally recognized rating agencies.

 

For information regarding SEK’s gross and net credit exposures to counterparties, broken down by geography and type of counterparty (taking into account applicable guarantees but not collateral), see Note 27 to the Consolidated Financial Statements.

 

Loan Maturities

 

SEK’s historical role and competitive advantage (and one that continues today) has been in the provision of long-term financing in order to promote the Swedish export industry. Since many of the projects the export industry engages in are long-term projects, both with regard to disbursement periods and repayment periods, SEK’s loans often have longer terms than those of loan products offered by commercial banks. However, SEK also meets its customers’ needs by providing short-term financing when required. Consequently, SEK’s loan maturities range from very short-term loans (with terms of three to six months) to loans for as long as 20–30 years. Under the CIRR-system, loan maturities generally range from one year up to 20–30 years.

 

Currency

 

SEK extends loans in different currencies, depending on the needs of its borrowers. Before the Group makes any loan commitment, it ensures that the currency in which the loan is to be funded is expected to be available for the entire loan period at an interest rate (taking into account the costs of foreign exchange derivatives) that, as of the day the commitment is made, results in a margin that the Group deems sufficient. The Group borrows, on an

 

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aggregate basis, at maturities corresponding to or exceeding those of prospective loans. Accordingly, the Group may decide not to hedge particular loan commitments due to movements in interest rate risk until sometime after they are made. Interest rate risks associated with such unhedged commitments are monitored closely and may not exceed interest rate risk limits established by the Board. SEK’s policies are described in Note 30 to the Consolidated Financial Statements.

 

The following table shows the currency breakdown of loan offers accepted for loans with maturities exceeding one year for each year in the two-year period ending December 31, 2017.

 

		Percentage of loan offers accepted
Currency in which loan is denominated		2017		2016
Swedish kronor		34	%	35	%
Euros		14	%	13	%
U.S. dollars		50	%	48	%
Other		2	%	4	%
Total		100	%	100	%

 

Credit Support for Loans Outstanding

 

The Group’s policies with regard to counterparty exposures are described in detail in Note 30 to the Consolidated Financial Statements.

 

The following table illustrates the counterparties for the Group’s loans and guarantees outstanding as of December 31, 2017 and December 31, 2016. Although most loans fall into more than one category for any given loan, this table only reflects the counterparty (either the borrower or the guarantor) that SEK believes to be stronger in terms of creditworthiness.

 

		2017		2016
Loan credit exposure to Swedish State guarantees via EKN (A)		35	%	34	%
Loan credit exposure to Swedish credit institutions (B)		4	%	4	%
Loan credit exposure to foreign bank groups or governments (C)		15	%	22	%
Loan credit exposure to Swedish counterparties, primarily corporations (D)		30	%	27	%
Loan credit exposure to municipalities		3	%	3	%
Loan credit exposure to other foreign counterparties, primarily corporations		13	%	10	%
Total		100	%	100	%

 

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(A) EKN guarantees are in substance insurance against losses caused by the default of a foreign borrower or buyer in meeting its contractual obligations in connection with the purchase of Swedish goods or services. In the case of a foreign private borrower or buyer, coverage is for “commercial” and, in most cases, “political” risks. Coverage for “commercial” risk refers to losses caused by events such as the borrower’s or buyer’s insolvency or failure to make required payments within a certain time period (usually six months). Coverage for “political” risk refers to losses caused by events such as a moratorium, revolution or war in the importing country or the imposition of import or currency control measures in such country. Disputed claims must be resolved by a court judgment or arbitral award, unless otherwise agreed by EKN. In the table above only the particular amount of any given total loan that is guaranteed is listed as such. The amount of any such loan that is not covered by the relevant guarantee is excluded. EKN is a State agency whose obligations are backed by the full faith and credit of Sweden.

 

(B) At December 31, 2017, loans in this category amounting to approximately 1 percent (2016: 1 percent) of total loans were obligations of the four largest commercial bank groups in Sweden, including guarantees in the form of bank guarantees or credit derivatives. The remaining 3 percent (2016: 3 percent) of total loans represented loans to various financial institutions and minor commercial banks in Sweden, including guarantees in the form of bank guarantees or credit derivatives.

 

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(C) At December 31, 2017, principally obligations of other Nordic, Western European or North American bank groups, together with obligations of Western European governments, including guarantees in the form of bank guarantees or credit derivatives.

 

(D) At December 31, 2017, approximately 12 percent (2016: 12 percent) of the total loan credit exposure represented loans to the 20 largest Swedish corporations.

 

See “— Lending Operations — General” for information on the geographical distribution of borrowers, see also Note 27 to the Consolidated Financial Statements.

 

Disclosure pursuant to Section 13(r) of the Securities Exchange Act of 1934

 

SEK has not entered into any new business in or with Iran since 2005.

 

However, it was one of a number of minority sub-participants via assignment in a single legacy Euro-denominated financing arrangement dating back to 2005 that is led by a major European bank and guaranteed by a European government export credit agency. The purpose of the financing arrangement was to finance the acquisition by the National Petrochemical Company (“NPC”) of Iran of certain equipment exported from Germany. The obligations of NPC under the arrangement are secured by the assignment of certain receivables from oil products exported by NPC and its trading subsidiaries to buyers, mostly in Asia. No funds under the arrangement (which has a contractual maturity of 2019) have been provided to NPC since 2010 and the financing arrangement was prepaid full on December 29, 2017.

 

SEK’s only relationship to this legacy financing arrangement was as a holder (by means of an assignment by the lead bank) of a sub-participation interest representing less than 10 percent of the total facility. SEK’s acquisition of this minority sub-participation interest in 2005 did not violate the provisions of any sanctions or related regulatory regimes applicable to SEK at that time. SEK is not (and never has been) a party to the contractual arrangements with NPC, has never had any contact with NPC, nor has it ever had any involvement in the contractual arrangements related to, or in the physical settlement of, the oil product exports mentioned above.

 

During 2017, SEK’s sub-participation in this single legacy financing arrangement generated gross revenues of Euro 106.53 and net interest revenues of Euro 24.45. These amounts represent less than 0.03 percent of SEK’s gross revenues and net interest revenues for the year.

 

Swedish Government Supervision

 

Supervisory Authorities

 

SEK operates as a credit market institution within the meaning of the Swedish Banking and Financing Business Act (2004:297). As such, it is, individually and on a consolidated basis, subject to supervision and regulation by Finansinspektionen (the Swedish FSA), which licenses and monitors the activities of credit market institutions to ensure their compliance with the Swedish Banking and Financing Business Act, including the regulations linked to it, and such institutions’ corporate charters.

 

Among other things, the Swedish FSA requires SEK to submit reports on a daily, monthly, quarterly, semi-annual and annual basis and may conduct periodic inspections. The Swedish FSA may also (but currently does not) appoint an external auditor to participate with SEK’s independent auditors in examining the Group’s and the Parent Company’s financial statements and the management of the Group.

 

The Swedish National Debt Office requires information from the credit institutions based on a resolution framework that came into force on February 1, 2016, the Resolution Act (2015:1016). The Resolution Act originates from the BRRD, which provides an EU-wide framework for the recovery and resolution of credit institutions, among others. The BRRD requires all EEA member states to provide their relevant resolution authorities with a set of tools to intervene sufficiently early and quickly in an unsound or failing institution so as to ensure the continuity of the institution’s critical financial and economic functions, while minimizing the impact of an institution’s failure on the broader economy and financial system. The information is used to set the minimum requirement for own funds and eligible liabilities for the credit institution. The Swedish National Debt Office’s has concluded that Swedish institutions, including SEK, have business activities that are critical to the

 

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Swedish financial system and have prepared plans that outline the measures that the Swedish National Debt Office intends to take in the event of resolution. The Swedish National Debt Office has also set a minimum requirement for own funds and eligible liabilities for those institutions. Pursuant to the Swedish National Debt Office’s decision, the minimum requirement of total eligible liabilities and own funds for SEK is 7.1 percent, as calculated in accordance with the resolution regime. The requirement applies from January 1, 2018, and at the time of introduction was well met by SEK.

 

The Swedish National Audit Office may audit the activities that are conducted by the Swedish State in the form of limited companies if the State as owner has a controlling influence over the activities. The State has controlling influence over the activities of the Parent Company, which is a limited company. Accordingly, the Swedish National Audit Office may appoint an Authorized Public Accountant, in order to get access to the same information as the external auditors, but has not yet done so.

 

As a credit market institution, SEK is also subject to prudential regulations relating to, among other things, its capital adequacy, its maximal exposure to any group of interconnected clients and its liquidity position.

 

Capital adequacy regulations

 

As of January 1, 2014, the revised capital adequacy rules of the Basel Committee, referred to as Basel III, came into force within the European Union. Basel III was introduced by a legislative package consisting of the Capital Requirements Regulation (CRR)(1) and the Capital Requirements Directive (CRD IV)(2). The CRR is directly applicable in Sweden and contains detailed requirements pertaining to capital adequacy, liquidity, large exposures, leverage ratio and supervisory reporting. The CRD IV was incorporated into Swedish legislation as of August 2, 2014 and covers areas such as principles for prudential supervision, internal assessments of risk and capital, corporate governance, capital buffers, sanctions and remuneration. In November 2016, the EU Commission presented a proposal to revise the CRD IV and the CRR. The proposal includes, along with other changes, a binding leverage ratio as well as a binding net stable funding ratio. The Basel Committee recently adopted the 2017 Revisions to the Basel III capital framework. The main objective of the 2017 Revisions is to reduce variability of risk-weighted assets within the banking system. The 2017 Revisions include an output floor, altered standardized approaches for credit risk and operational risk, constraints on the use of internally modelled approaches and changes in leverage ratio requirements. It is planned to enter into force on January 1, 2022. From a Swedish perspective, the 2017 Revisions must first be implemented through EU legislation before they could impact SEK’s applicable capital requirements.

 

The current regulations introduced by the CRR and CRD IV replace regulations based on the previous revision of the Basel accord, Basel II, which had been the prevailing standard since 2007, as it was incorporated into EU and Swedish legislation. However, on several topics, Basel II rules are still partially or completely in force due to transitional periods in the CRR or CRD IV. The CRR, as amended, and the CRD IV, as incorporated into national legislation, apply to credit institutions, including SEK, within Sweden and the European Union.

 

The main structure of Basel III, consists of three “Pillars”, as follows:

 

( i )  Pillar 1 deals with minimum capital requirements for credit risks, credit valuation adjustment risks and market risks as well as for operational risks, based on explicit calculation rules. Under Pillar 1, an institution must at all times have own funds that in size and composition are sufficient to meet those minimum capital requirements. The capital requirements and the own funds are calculated in accordance with the CRR. Pillar 1 allows institutions to choose between some alternative methods based on their level of development. For credit risk, the standardized approach is the simplest approach, containing risk weights, all of which are established by national authorities. Institutions can expand upon the supervisory authorities’ risk weights by using risk assessments from recognized credit rating agencies such as Moody’s, Standard & Poor’s and Fitch. The next level of sophistication under Pillar 1 regarding credit risk is called the foundation internal rating-based (IRB) approach. Under the foundation IRB approach, the risk weights, and therefore the capital requirements, are partially based on institutions’ internal risk

 

(1) Regulation (EU) no 575/2013 of the European Parliament and of the Council of June 26, 2013, on prudential requirements for credit institutions and investment firms and amending Regulation (EU) no 648/2012.

 

(2) Directive 2013/36/EU of the European Parliament and of the Council of June 26, 2013, on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing directives 2006/48/EC and 2006/49/EC.

 

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classifications. SEK’s permission to base its capital requirement for credit risk on the IRB approach covers most of the company’s exposures.

 

(ii) Pillar 2 pertains to national supervisory authorities’ evaluation of risks and describes requirements for institutions’ processes for risk and capital management. It also establishes the supervisory authorities’ functions and powers. Further, under Pillar 2 each financial institution must identify risks and assess risk management from a wider perspective, to supplement the capital requirements calculated within the scope of Pillar 1. This Internal Capital Adequacy and Liquidity Assessment Process (ICAAP) also takes qualitative risks into account. SEK annually assesses the development of its future capital and liquidity requirements and available capital primarily in connection with the update of its three-year business plan . Furthermore, each quarter, the Swedish FSA publishes the result of its assessments on the capital adequacy reflecting additional requirements for risks not covered by the first pillar for the ten largest financial institutions in Sweden, including SEK. This publication covers additional estimates of concentration risk, sovereign risk, market risk and pension risk. Moreover, it reflects the ICAAP, where the additional risks are included and evaluated annually.

 

( iii )  Pillar 3 concerns, and places requirements on, openness and transparency and how institutions, in a broad sense, should report their operations to the market and the public. The disclosure of capital and risk management must follow the requirements of the CRR and some additional regulations issued in Sweden, most notably the Swedish FSA’s regulations FFFS 2014:12 regarding prudential requirements and capital buffers. SEK reported in accordance with Pillar 3 for the first time in the Annual Report for 2007. Since 2008, SEK has also published a separate report in accordance with Pillar 3: “Capital Adequacy and Risk Management Report, Pillar 3”.

 

Liquidity standards

 

As mentioned above, the CRR also introduces new liquidity standards: the liquidity coverage ratio (LCR) and net stable funding ratio (NSFR). The LCR requires that a bank holds enough high quality liquid assets to cover its projected net cash outflows over a 30-day stress scenario. The EU Commission has adopted a delegated act on LCR. The detailed LCR rules came into force on October 1, 2015 with phase-in of 60 percent in 2015, 70 percent in 2016, 80 percent in 2017 and 100 percent in 2018. The NSFR requires that a bank maintain a stable borrowing profile in relation to the composition of its assets and off-balance sheet activities under both normal and stressed conditions. However, minimum requirements will not come into force until 2019 at the earliest. The EU Commission’s proposal to revise the CRR would fully implement the NSFR.

 

Measures of capital adequacy

 

The principal measure of capital adequacy, according to the current standard (Basel III as implemented by the CRR), is a capital-to-risk exposure amount ratio, which compares the own funds, as defined in the CRR, to the total of risk-weighted exposures, that is assets and off-balance sheet items measured according to the risk level.

 

According to the CRR, own funds consist of three components with different levels of quality from a loss absorption perspective:

 

·         the highest quality is the Common Equity Tier 1 capital , which includes equity capital after certain adjustments and deductions;

 

·         the next level is the Additional Tier 1 capital which, subject to detailed requirements, consists of certain types of highly subordinated, perpetual debt or hybrid capital ( Tier 1 capital is the sum of Common Equity Tier 1 capital and Additional Tier 1 capital); and

 

·         Tier 2 capital constitutes the third level and consists of, subject to detailed requirements, certain types of subordinated debt that, among other things, must have an original maturity of no less than five years.

 

The minimum total capital ratio requirement under Pillar 1 is 8.0 percent, a requirement that has not changed with the CRR. However, the CRR introduced additional requirements on the higher quality components of capital, with a minimum requirement of 4.5 percent and 6.0 percent relating to Common Equity Tier 1 capital and Tier 1 capital, respectively. According to the CRR’s transitional rules regarding the Basel I floor, which were applicable until the end of 2017, a capital requirement for total own funds should be calculated in parallel, on the basis of the Basel I rules. To the extent that the capital requirement calculated based on the Basel I based rules exceeds the capital requirement based on the CRR, the capital requirement under the Basel I based rules constitutes the minimum capital requirement. Other transitional arrangements, according to the CRR, have no

 

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significant effect on SEK, since the Swedish FSA has required financial institutions, including SEK, to fulfill them as from January 1, 2014.

 

		Minimum Capital Requirement				Minimum Capital Requirement including Buffers Requirement				SEK Capital Ratios
Capital ratios		2017		2016		2017		2016		2017		2016
Common Equity Tier 1 capital ratio		4.5	%	4.5	%	8.4	%	8.0	%	20.6	%	22.1	%
Tier 1 capital ratio		6.0	%	6.0	%	9.9	%	9.5	%	20.6	%	22.1	%
Total capital ratio		8.0	%	8.0	%	11.9	%	11.5	%	23.0	%	25.1	%

 

In addition to these minimum ratios, SEK must meet certain capital buffers requirements . Failure to meet the additional buffers requirements triggers, among other things, restrictions on distributions. SEK is also expected to cover the supplementary capital requirements estimated under the second pillar. SEK’s policy is to maintain own funds well in excess of both the regulatory minimum requirements under the first pillar and the supplementary capital requirements under the second pillar.

 

The main reason for the decrease in SEK’s capital ratios as of December 31, 2017 was due to the fact that SEK transferred from the standardized approach to apply the IRB approach to exposures to central and regional governments and to multilateral development banks in 2017. See Note 26 to the Consolidated Financial Statements for further details on the capital adequacy and capital buffers of SEK.

 

Large exposures

 

According to the CRR, a large exposure refers to an exposure that accounts for at least 10 percent of an institution’s eligible capital, which effectively for SEK is the total of own funds.

 

As percentage of		2017		2016
Large exposures as percentage of the own funds		230.6	%	199.0	%

 

The aggregate amount of SEK’s large exposures as of December 31, 2017 consisted of risk-weighted exposures to 18 different counterparties, or counterparty groups, the majority of which relate to combined exposures for which more than one counterparty is responsible for the same payments.

 

In order to monitor large exposures, SEK has defined internal limits, which are monitored daily, along with other limits.

 

C                                                                               Organizational Structure

 

SEK organizes its activities in one Lending function which serves all customers with all products within SEK’s product range. The Lending function is responsible for all customer relations contacts and cooperates with a Credit function and a Treasury group. SEK also maintains a risk control unit and a compliance function as well as staff and support functions.

 

Risk Control, Compliance and Internal Audit

 

SEK maintains a risk control unit and a compliance function which operate independently of the business areas. See also Note 30 to the Consolidated Financial Statements. In November 2011, upon the recommendation of the Audit Committee, SEK’s Board decided, that the independent internal audit function would be outsourced to an external company beginning in 2012. SEK’s Board appointed KPMG to be responsible for the independent internal audit function and they commenced their assignment in January

 

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2012. Their assignment was extended for 2013, 2014, 2015, 2016, 2017 and 2018 as well. In appointing an external party to perform the internal audit, SEK benefits from significant competence and experience in auditing SEK’s compliance with applicable regulations, particularly those regarding capital adequacy and the company’s internal risk model. SEK’s Risk and Compliance Committee, of which the Chief Executive Officer (CEO) is the chairman, has overall responsibility to establish the internal rules for the internal control of the financial reporting and follow-up compliance with the internal control regulations.

 

D                                Property, Plant and Equipment

 

SEK’s current headquarters, which occupy approximately 4,490 square meters of office space in central Stockholm, are leased. SEK also leases office space in Gothenberg, which occupies approximately 14 square meters.

 

ITEM 4A. UNRESOLVED STAFF COMMENTS

 

None.

 

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

A                                Operating Results

 

A major part of SEK’s operating profit derives from net interest revenues, which are earned mainly on loans to customers, but also to a lesser extent on liquidity investments. Funding for these assets comes from equity and from securities issued in international capital markets. Accordingly, the key determinants of SEK’s operating profit are: the interest rate on interest-bearing assets, the interest rate of issued securities, the outstanding volume of interest-bearing assets and the proportion of assets financed by equity.

 

SEK issues debt instruments with terms that may be fixed, floating or linked to various indices. SEK’s strategy is to economically hedge these terms at floating rates with the aim of matching the terms of its debt-financed assets. The quality of SEK’s operating profit, its relatively stable credit ratings and its public role have enabled SEK to achieve borrowing at levels that are competitive within the market. Another factor affecting net interest revenues is the size of the resolution fee, which SEK is required to pay to a fund to support the recovery of credit institutions.

 

In addition to net interest revenues, another key influence on SEK’s operating profit has been changes in the fair value of certain assets, liabilities and derivatives. The factors that mainly impact unrealized changes in fair value are credit spreads on own debt and cross-currency basis spreads. The credit spread on own debt is related to SEK’s creditworthiness, as perceived by its investors. Cross-currency basis spread is the deviation in the nominal interest rate between two currencies in a currency interest rate swap caused by the difference between the base interest rate of the currencies.

 

Operating expenses also have an important impact on SEK’s operating profit. Operating expenses are mainly affected by personnel expenses, including employee incentive schemes such as the new variable remuneration program for certain permanent employees, spending on information technology and other administrative expenses.

 

Total other comprehensive income is mainly affected by effects attributable to cash-flow hedges.

 

SEK’s general business model is to hold financial instruments measured at fair value to maturity. The net fair value changes that occur are mainly related to changes in credit spreads on SEK’s own debt and basis spreads and are recognized in net results of financial transactions. The changes could be significant in a single reporting period, but are not expected to affect profit over time, since the changes in the instrument’s market value will be zero if it is held to maturity and is a performing instrument. When financial instruments are not held to maturity,

 

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realized gains and losses can occur, for example, when SEK repurchases its own debt, or if lending is repaid early and the related hedging instruments are terminated prematurely.

 

For Critical Accounting Policies and Estimates and Recent Accounting Pronouncements Issued and Other Accounting Related Announcements, see Note 1 to the Consolidated Financial Statements.

 

Assets and Business Volume

 

		As of December 31,
Skr bn		2017		2016		Changes in percent
Total Assets		264.4		299.4		-12	%
Liquidity Investments		55.7		72.3		-23	%
Loans outstanding and disbursed		195.1		208.7		-7	%
-Percentage in the CIRR-system		26	%	24	%

 

Liquidity investments and outstanding loans decreased compared to the end of 2016. Liquidity investments decreased during the fourth quarter of 2017 due to early redemption of structured debt related to the Nikkei Index and the strong performance of the Japanese stock market. SEK has not replaced this debt yet because of continued strong new lending capacity. Maturities and repayments caused outstanding loans to decrease, which was not significantly offset by the new lending because new lending was primarily attributable to export credits of which only a small portion had been disbursed as of December 31, 2017.

 

New lending (offers accepted)

 

		As of December 31,
Skr billion		2017		2016		2015
Lending to Swedish exporters (1)		21.6		18.1		19.3
of which CIRR-system		—		—		—
Lending to exporters’ customers (2)		67.7		36.7		85.3
of which CIRR-system		36.9		10.8		50.8
Total		89.3		54.8		104.6

 

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(1) Of which Skr 0.7 billion (year-end 2016: Skr 0.1 billion) had not been disbursed at period-end.

 

(2) Of which Skr 35.1 billion (year-end 2016: Skr 8.3 billion) had not been disbursed at period-end.

 

The high level of new lending in 2017 was due to a number of large export credits and high demand in SEK’s various product areas from different parts of the Swedish export industry. In 2015, the new lending was extremely high due to new lending to the Brazilian government to purchase Saab’s Gripen aircraft amounting to Skr 41.9 billion.

 

Binding offers outstanding of lending

 

		As of December 31,
Skr bn		2017		2016
Volume of binding offers outstanding		1.2		4.6
CIRR loans as percentage of volume of binding offers outstanding		52	%	63	%

 

Commitment of undisbursed loans amounted to Skr 89.3 billion in 2017 (year-end 2016: Skr 54.8 billion).

 

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Counterparty Risk Exposures

 

SEK’s exposures to central and regional governments as well as to financial institutions have decreased as exposures to corporates have increased. For information, see the table “Total net exposures” in Note 27 to the Consolidated Financial Statements.

 

Total counterparty exposure

 

		As of December 31,
Counterparty Risk Exposures in Skr bn		2017		2016
Central governments		167.1		173.7
Regional governments		11.4		19.9
Multilateral development banks		0.0		1.9
Public Sector Entity		0.4		—
Financial institutions		38.6		45.2
Corporates		109.7		100.0
Total counterparty exposure		327.2		340.7

 

Other exposures and risks

 

SEK’s hedging transactions are expected to be effective in offsetting changes in fair value attributable to hedged risks. The determination of the gross value of certain items in the statements of financial position, particularly derivatives and issued unsubordinated securities, which effectively hedge each other, requires complex judgments regarding the most appropriate valuation technique, assumptions and estimates.

 

If different valuation models or assumptions were used, or if assumptions have changed, a different result may arise. Excluding the impact on the valuation of spreads on SEK’s own debt and basis spreads (which can be significant), such changes in fair value would generally offset each other, with little impact on the value of net assets.

 

SEK maintains a conservative policy with regard to market exposures, interest rate risks, currency risks and operational risks. For quantitative and qualitative information about risks and exposures, see Note 27 and Note 30 to the Consolidated Financial Statements.

 

Results of Operations

 

Net Interest Revenues

 

Skr bn, average		2017		2016		%		2015		%
Total loans		201.9		206.9		-2	%	211.7		-2	%
Liquidity investments		64.0		65.5		-2	%	72.7		-10	%
Interest-bearing assets		265.9		272.4		-2	%	284.3		-4	%
Interest-bearing liabilities		241.0		245.4		-2	%	259.9		-6	%

 

2017 compared to 2016

 

Net interest revenues amounted to Skr 1,683 million (2016: Skr 1,747 million), a decrease of 4 percent compared to the previous year. Net interest revenues were affected negatively by a higher resolution fee of Skr 193 million (2016: Skr 102 million), which SEK is required to pay to a fund to support the recovery of credit institutions. The higher fee was partially offset by higher market interest rates and lower borrowing costs.

 

2016 compared to 2015

 

Net interest revenues amounted to Skr 1,747 million (2015: Skr 1,662 million), an increase of 5 percent compared to the previous year. Borrowing costs margin decreased compared to the previous year, while average margin on interest-bearing assets increased as a result of somewhat higher lending margins. In addition, the average market interest rate slightly increased year-on-year. This was offset by a lower average volume of interest-bearing assets.

 

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Commission earned and commission incurred

 

2017 compared to 2016

 

Commission earned and commission incurred amounted to Skr -28 million (2016: Skr -29 million). Commission earned amounted to Skr 3 million (2016: Skr 3 million). Commission incurred amounted to Skr -31 million (2016: Skr –32 million).

 

2016 compared to 2015

 

Commission earned and commission incurred amounted to Skr -29 million (2015: Skr -6 million). Commission earned amounted to Skr 3 million (2015: Skr 2 million). Commission incurred amounted to Skr -32 million (2015: Skr –8 million).

 

Net results of Financial Transactions

 

2017 compared to 2016

 

Net results of financial transactions amounted to Skr -102 million (2016: Skr -110 million), mainly due to unrealized losses related to changes in the fair value of the credit spreads on SEK’s own debt, where increased credit spreads have had a negative effect on net profit. This was partially offset by unrealized gains related to the fair value of currency swaps.

 

2016 compared to 2015

 

Net results of financial transactions amounted to Skr -110 million (2015: Skr 400 million), which was primarily due to unrealized losses in value attributable to currency swaps and basis spreads. This was offset by a positive impact from repurchases and early redemption of SEK’s own debt. During the previous year, the change in fair value of SEK’s debt, which originated from changes in SEK’s credit spread, made a positive contribution. Unrealized gains on financial instruments at fair value, which are included in hedges, also had a positive impact the previous year.

 

Operating expenses

 

Skr mn		2017		2016		%		2015		%
Personnel expenses		-320		-308		4	%	-295		4	%
of which provision to the EIS		7		4				6
Other administrative expenses		-232		-236		-2	%	-164		44	%
Depreciation and impairment of non-financial assets		-45		-46		-2	%	-98		-53	%
Total Operating expenses		-597		-590		1	%	-557		6	%

 

2017 compared to 2016

 

Operating expenses increased somewhat compared to the previous year, mainly due to increased personnel expenses, which were partially offset by a decrease in other administrative expenses. In 2017, a provision of Skr 7 million was made for the individual variable remuneration (“IVR”) in the system, compared to a reversal of Skr 4 million in 2016 for the previous employee incentive scheme (“EIS”). Beginning in 2017, SEK introduced a system in which SEK could offer permanent employees with customer or business responsibility, with the exception of members of the executive management, the possibility of IVR. The outcome at Company level is capped at a maximum of two months’ salary, calculated on the basis of all company employees entitled to IVR.

 

2016 compared to 2015

 

The increase in other administrative expenses was primarily due to intensive development work on methods and processes for market risk measurement. This led to development of IT systems with increased use of consultants. Furthermore, a larger proportion of this expenditure was expensed compared to previous year. There was no provision taken for the employee incentive scheme in 2016 (2015: Skr – million). However, a Skr 4 million reversal of earlier provisions for the employee incentive scheme was recorded in 2016 (2015: Skr 6 million). The yield from the scheme for employees was based on return on equity, and must not exceed two months’ salary. For 2016, the scheme covered all permanent employees with the exception of the CEO, other members of the executive management and employees working in risk and compliance functions.

 

In autumn 2016, the Board decided that the existing employee incentive scheme would cease to apply from the end of 2016.  In parallel, the Board decided to implement the IVR system described above.

 

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Depreciation and impairment of Non-financial Assets

 

2017 compared to 2016

 

Depreciation and impairment of non-financial assets amounted to Skr -45 million, which was in line with previous year.

 

2016 compared to 2015

 

The decrease in depreciation and impairment of non-financial assets was due to a Skr -55 million impairment of intangible assets taken in the previous year.

 

Net Credit Losses

 

2017 compared to 2016

 

Net credit losses amounted to Skr 51 million (2016: Skr -16 million). In 2017, a provision of Skr -59 million was made for anticipated credit losses relative to individually-assessed counterparties. During 2017, a previous reserved loss of Skr 47 million was realized. The collectively-assessed credits reserve decreased by Skr 80 million during the year. The decrease was due to improvements in the assessment basis in preparation for the introduction of the new process under IFRS 9 beginning in 2018 (see Notes 1 and 9 to the Consolidated Financial Statements). The collectively-assessed credits reserve amounted to Skr 90 million at December 31, 2017 (year-end 2016: Skr 170 million).

 

2016 compared to 2015

 

Net credit losses amounted to Skr -16 million (2015: Skr 36 million). The year-on-year change was mainly attributable to the reversal in 2015 of Skr 70 million from the collectively-assessed credits reserve (formerly known as the portfolio-based reserve). The collectively-assessed credit reserve amounted to Skr 170 million at December 31, 2016 (year-end 2015: Skr 170 million).

 

Taxes

 

2017 compared to 2016

 

Tax costs amounted to Skr -235 million (2016: Skr –222 million), of which Skr -262 million (2016: Skr -382 million) consisted of current tax and Skr 27 million (2016: Skr 156 million) consisted of deferred tax (see Note 10 to the Consolidated Financial Statements). The effective tax rate was 23.3 percent (2016: 22.2 percent), while the nominal tax rate for 2017 was 22.0 percent (2016: 22.0 percent). The difference between the nominal tax rate and the effective tax rate is primarily due to the fact that the interest expense for subordinated loans beginning in 2017 is no longer deductible due to a change in the Swedish tax rules that became effective as of January 1, 2017.

 

2016 compared to 2015

 

Tax costs amounted to Skr -222 million (2015: Skr –348 million), of which Skr -382 million (2015: Skr -348 million) consisted of current tax and Skr 156 million (2015: Skr 0 million) consisted of deferred tax (see Note 10 to the Consolidated Financial Statements). The effective tax rate is 22.2 percent (2015: 22.7 percent), while the nominal tax rate for 2016 was 22.0 percent (2015: 22.0 percent).

 

Operating and net profit

 

2017 compared to 2016

 

Operating profit amounted to Skr 1,007 million (2016: Skr 1,002 million). Operating profit increased due to an improvement in net credit losses, which was largely offset by a decrease in net interest revenues.  Net profit amounted to Skr 772 million (2016: Skr 780 million).

 

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2016 compared to 2015

 

Operating profit amounted to Skr 1,002 million (2015: Skr 1,535 million), mainly due to a decrease in Net results of financial transactions from Skr 400 million to Skr -110 million. Net profit amounted to Skr 780 million (2015: Skr 1,187 million).

 

Other comprehensive income

 

Skr mn		2017		2016		2015
Items to be reclassified to operating profit		-124		-123		-225
of which available-for-sale securities		-33		46		-8
of which other comprehensive income effects related to cash-flow hedges		-91		-169		-217
Items not to be reclassified to operating profit		-4		-26		49
Other comprehensive income before tax		-128		-149		-176

 

2017 compared to 2016

 

A major part of the items to be reclassified to operating profit related to cash flow hedges. The effect was related to reclassification from other comprehensive income to net interest revenues due to the fact that hedging instruments previously were included in cash flow hedges. Items not to be reclassified to operating profit were related to revaluation of defined benefit pensions.

 

2016 compared to 2015

 

Many of the items to be reclassified to operating profit were related to previously terminated cash flow hedges. These items were reclassified from other comprehensive income to net interest revenues. Items not to be reclassified to operating profit were related to revaluation of defined benefit pensions. The negative impact was caused by the lower discount rate.

 

B                                                                               Liquidity, Capital Resources and Borrowing

 

SEK’s policy for liquidity and borrowing risk requires that for all credit commitments outstanding as well as agreed but undisbursed credits, there must be borrowing available through maturity. For CIRR loans, which SEK manages on behalf of the Swedish State, the company counts its credit facility of Skr 125 billion with the Swedish National Debt Office, which in December 2017 was extended for 2018, as available borrowing, despite the fact that no funds have been drawn under this facility. As a consequence, SEK continues to have a high level of liquid assets and a low borrowing risk. The aggregate volume of funds and equity exceeded the aggregate volume of loans outstanding and loans committed during each future time period. Accordingly, SEK considers all loan commitments to be funded through maturity. As of December 31, 2017, SEK had 15 months of available funds to meet potential disbursements under new lending agreements, as compared to nine months as of December 31, 2016. See the section titled “Liquidity risk and refinancing risk” in Note 27 to the Consolidated Financial Statements and the Liquidity risk discussion in Note 30 to the Consolidated Financial Statements.

 

Borrowing

 

Skr bn		2017		2016
New borrowing		82.4		70.4
Repurchase of own debt		2.7		4.1
Early redemption of borrowing		36.0		10.9

 

Capital markets in 2017 were stable with high liquidity. SEK completed several public financing transactions during the year as well as a large volume of structured debt, mainly in the Japanese Uridashi market. SEK’s borrowing over the course of the year took place in a total of 12 different currencies across a number of different geographic markets. Japan and North America were the largest borrowing markets in 2017, but SEK also undertook significant new borrowing in Europe outside the Nordic countries.

 

During the fourth quarter, an unusually high volume of structured debt was redeemed as a consequence of an

 

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upswing in the Japanese stock market. In combination with the maturity and disbursement of new lending, the unusually high volume of structured debt redemption has led to a reduction in liquidity investments. However, SEK continues to have strong liquidity for new lending, and it believes it remains well-prepared to meet the future financing needs of the Swedish export industry.

 

Debt Maturities

 

The following table illustrates SEK’s debt maturity profile for different types of senior and subordinated debt. Repayments are assumed to occur on the maturity date and reflect nominal amounts.

 

Debt Maturities:

 

Skr million		2018		2019		2020		2021		2022		Thereafter		Total
Senior debt		49,285		52,250		42,046		15,830		28,326		37,096		224,833
of which fixed-rate		30,495		35,148		31,192		10,322		20,241		14,125		141,523
of which variable-rate		12,232		15,416		10,854		3,460		8,085		22,971		73,018
of which formula-based		6,557		1,687		—		2,048		—		—		10,292
Subordinated debt		—		—		—		—		—		2,040		2,040
of which fixed rate		—		—		—		—		—		2,040		2,040
of which variable rate		—		—		—		—		—		—		—
Total debt		49,285		52,250		42,046		15,830		28,326		39,136		226,873

 

		As of December 31,
Skr million		2017		2016
Fixed-rate (1)		141,523		139,661
Variable-rate (1)		10,292		33,463
Formula-based (1)		73,018		79,823
of which interest rate-linked		69,928		44,552
of which currency-linked		2,198		11,221
of which equity-linked		779		23,906
of which commodity-linked		113		144
of which credit-linked		—		—
Total senior debt		224,833		252,948

 

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(1) As of December 31, 2017 the interest rate ranges for fixed-rate senior debt and variable-rate senior debt were 0 percent to 10 percent (2016: 0 percent to 9 percent) per annum, respectively. The wide range of interest rates reflects the fact that the debt is issued in many different currencies and with different maturities. Due to the exceptionally low interest rate levels in 2017 SEK has also experienced negative variable interest rates on its funding, especially funding denominated in Swiss Francs and Japanese Yen.

 

SEK’s economic hedges are expected to be effective in offsetting changes in fair values attributable to hedged risks. Certain assets and liabilities in such hedges require complex judgments regarding the most appropriate valuation models and assumptions. The gross values of certain assets and liabilities (primarily derivative and senior securities issued by SEK), which effectively hedge each other, are affected by this complexity. If different valuation models or assumptions were employed instead of those used in the valuations in this report, or if assumptions were changed, this could produce different results regarding the gross value of such securities issued and hedging derivatives. Changes in the fair value of derivatives will usually be offset by changes in the fair value of securities issued, and the connected change in the fair value will thus not have a material effect on either results or equity except the impact on valuation of credit spreads on SEK’s own debt and basis spreads.

 

The outstanding volume of debt with remaining maturities of one year or less decreased during 2017. At December 31, 2017, outstanding debt with remaining maturities of one year or less amounted to Skr 49 billion, compared with Skr 70 billion at December 31, 2016.

 

Contractual Commitments

 

For maturity analysis of SEK’s financial assets and liabilities as of December 31, 2017, see the table entitled “Contractual Flows” in Note 27 to the Consolidated Financial Statements.

 

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C                              Trend Information

 

SEK’s future development is based on a number of factors, some of which are difficult to predict and generally beyond the company’s control. Some significant factors for 2017 are presented below:

 

·             Despite favorable access to other financing solutions, demand for SEK’s financing offerings is healthy.

·             During the year, SEK continued its efforts to reach new clients and to broaden its business with existing clients. Solicitation of new clients has been successful and SEK has concluded deals with new clients including large companies and medium-sized companies, the latter being a relatively new customer group.

·             During 2017, SEK worked together with other export promotion agencies on the Swedish government’s Team Sweden initiative. SEK also works with other government export promotion agencies to improve the communication with companies, especially in providing information on the Swedish export credit system.

·             In 2017, SEK concluded internal efforts to improve methods and implement new systems for risk measurement. Due to these efforts, SEK now has a stable foundation for more effective risk management.

·             SEK has adopted the Equator Principles, a globally recognized framework for assessing and managing environmental and societal risks in conjunction with financing projects.

·             During the year, credits were granted to six larger international projects where SEK conducted separate sustainability reviews in line with international guidelines for export credits. In 2017, new lending that qualified for classification as green loans, as per SEK’s definition, amounted to Skr 2.4 billion, which was below the target of Skr 3.0 billion.

·             In collaboration with clients and business partners, SEK has continued to clarify its commitment to human rights in conjunction with export credits.

 

For additional information on the trends affecting SEK and the risks it faces, see the discussions under “Business Volume” above and the “Risk Factors” in Item 3.

 

D                              Certain Off-Balance Sheet Arrangements

 

In 2017, SEK had a credit facility in place with the Swedish National Debt Office of up to Skr 125 billion. To date, SEK has not utilized the credit facility. The credit facility can only be utilized for loans covered by the CIRR-system. In December 2017, the Swedish Parliament confirmed that the credit facility will continue to be available in 2018 in an amount up to Skr 125 billion.

 

ITEM 6. DIRECTORS, SENIOR MANGEMENT AND EMPLOYEES

 

The Board of Directors of the Parent Company (the “Board”) is responsible for the management of the Parent Company.

 

The Parent Company’s Articles of Association currently provide that the Board shall consist of six to eight directors. The State, as holder of all the shares, elects the directors. The Chairman of the Board is appointed at each Annual General Meeting. The Board may appoint a Vice Chairman of the Board.

 

The Board meets at least six times a year.

 

The members of the Board are elected at each Annual General Meeting to serve for a term of one year, which expires at the next Annual General Meeting. An Annual General Meeting is required to be held not later than June 30 of each year.

 

Certain information with respect to the Parent Company’s directors and executive officers is set forth below. Unless otherwise indicated, such information is given as of the date of this report.

 

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A                                                                               Director and senior management

 

A1.                                                                     The Board

 

Board of Directors and Executive Officers

 

Name		Age(1)		Position(1)
Lars Linder-Aronson		64		Chairman of the Board and Director
Cecilia Ardström		52		Director
Jan Belfrage(2)		73		Director
Anna Brandt(5)		56		Director
Reinhold Geijer(3)		64		Director
Hans Larsson(3)		56		Director
Susanne Lithander		56		Director
Lotta Mellström		47		Director
Ulla Nilsson		70		Director
Teppo Tauriainen(4)		56		Director
Magnus Uggla(2)		65		Director
Catrin Fransson		55		Chief Executive Officer
Per Åkerlind		55		Head of Treasury & Capital Management & Executive Vice President
Karl Johan Bernerfalk		45		General Counsel
Stefan Friberg		49		Chief Risk Officer
Theresa Hamilton Burman		55		Chief Credit Officer
Johan Henningsson		52		Head of Sustainability
Petra Könberg(6)		48		Head of Marketing & Business Development
Jane Lundgren Ericsson		52		Head of Lending
Ingela Nachtweij		51		Acting Head of IT
Sirpa Rusanen		53		Chief Human Resources Officer
Susanna Rystedt		53		Chief Administrative Officer
Edvard Unsgaard(7)		43		Head of Communication

 

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(1) As of December 31, 2017

(2) Resigned March 22, 2017

(3) From March 22, 2017

(4) Resigned November 21, 2017

(5) From November 21, 2017

(6) From April 18, 2017

(7) Resigned April 18, 2017

 

Mr. Linder-Aronson was appointed director in May 2011. He is currently Chairman of the Board at Nordisk Renting AB. He serves as a director of Facility Labs AB and Morco Förvaltning AB. He has previously served as Managing Director at Enskilda Securities AB and Deputy Managing Director at Skandinaviska Enskilda Banken AB.

 

Ms. Ardström was appointed director in May 2011. She is currently Member of the Board at Guldsillen AB and Stockholms Stads Brandförsäkringskontor AB. She has previously served as Chief Financial Officer and Head of Asset Management at Länsförsäkringar AB, Head of Treasury at Tele2 Group and Head of Asset Management and CIO of Folksam Group.

 

Ms. Brandt was appointed director in November 2017. She is currently Sweden’s Ambassador to Dublin (based in Stockholm). She has previously served as Executive Director and Member of the Board at the World Bank, European Bank for Reconstruction and Development (EBRD), and European Investment Bank (EIB), Ambassador for Agenda 2030 at the Ministry for Foreign Affairs and Sweden’s Ambassador to Nairobi.

 

Mr. Geijer was appointed director in March 2017. He is currently Chairman of the Board at BTS Group AB and a Board Member of The British Swedish Chamber of Commerce BSCC, The Sweden American Foundation, Eterna Invest AB, Zacco A/S and Livförsäkringsaktiebolaget Skandia. He has previously served as Chief Executive Officer at The Royal Bank of Scotland, Nordic Branch, Chief Executive Officer at Nordisk Renting AB, Executive Vice President at Telia AB and Chief Executive Officer at Swedbank. He has also previously

 

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worked in Ericsson Radio Systems AB, SSAB Swedish Steel and Weyerhaeuser Integrated Forest Company, USA.

 

Mr. Larsson was appointed director in March 2017. He is currently Chief Executive Officer at Linderyd Advisory AB and Lunda Advisory AB. He serves as Chairman of the Board of Nordnet AB and Linderyd Advisory AB and as Board Member at Intrum Justitia AB. He has previously served as Head of Group Strategy & Business Development at SEB, Executive Vice President and Chief of Staff at Lindorff Group and Board Member at Nordax AB and Nordax Bank AB.

 

Ms. Lithander was appointed director in April 2015. She is currently CFO at BillerudKorsnäs AB. She has previously served as VP Finance, Projects at SCA Group, CEO at Mercuri International Group and as VP Head of Advisory Services at Ericsson, BU Global Services.

 

Ms. Mellström was appointed director in May 2011. She is currently Investment Director and Senior Adviser at the Division for State-Owned Enterprises at the Ministry of Enterprise and Innovation. She serves as Board Member at Swedavia AB, Jernhusen AB and SOS Alarm Sverige AB. She has previously served as Management consultant at Resco AB and Controller at Sydkraft Group and ABB Group.

 

Ms. Nilsson was appointed director in July 2011. She is currently President and CEO at the Swedish Chamber of Commerce in London. She has served at Skandinaviska Enskilda Banken AB, Global Head of SEB Futures in London, Chairman of Enskilda Futures Limited in London, Head of Trading & Capital Markets in Singapore, Head of Treasury in Luxemburg and Skånska Banken.

 

A.2                                                                     Management — Executive Officers

 

Ms. Fransson has been Chief Executive Officer since April 2014. Prior to that she held several positions within Swedbank between 2000 and 2013; member of group executive committee (2004-2013), Head of Group Products (2013), Head of Retail Banking Sweden (2010-2012), Head of Customer Offerings & Products (2007-2010), Region Manager — Northern Region (2004-2007), CRM Manager (2000-2002), and several positions at Föreningssparbanken; Area Manager Stockholm (2003-2004) and various management positions (1997-2000).

 

Mr. Åkerlind has been Executive Vice President and Head of Treasury & Capital Management since 2015. Prior to that he served as Executive Director, Chief Operating Officer since January 2011. Prior to that he was Executive Director, CFO and Head of Capital Markets since June 2002. Prior to that he served as Executive Director, Treasurer and Head of Debt Capital Markets beginning in 1997. Prior to that he served in various capacities within the Debt Capital Markets group, beginning in 1990.

 

Mr. Bernerfalk has been Executive Director, General Counsel since 2015. Previously he was Head of Legal Lending since 2007. Prior to that he served as legal counsel of SBAB and served as legal counsel with leading Swedish law firms.

 

Mr. Friberg has been Executive Director, Chief Risk Officer since May 2015. Previously he held the position as Head of Group Risk Control at Skandinaviska Enskilda Banken (“SEB”) from 2008. Prior to that he served as Head of Credit Portfolio Management at SEB from 2006. Prior to that he held various positions in Trading within SEB and Nordea, primarily in Derivatives Trading, since 1996.

 

Ms. Hamilton Burman has been Executive Director, Chief Credit Officer since August 2015. Previously she held several positions within Swedbank e.g. Regional Credit Manager, Head of Cor porate Banking, Head of Credit analysis. In addition she has been a director representing Swedbank in several of its subsidiaries such as Swedbank Financial Services AB, Swedbank Card Services AB and some partly owned saving banks and the credit bureau UC AB.

 

Mr. Henningsson has been Executive Director, Head of Sustainability since January 2015 and has served as Head of Sustainability since 2010. Previously he was a Director at SEK Financial Advisors (2006-2009). Prior to that, he served, among other professions, as Head of Corporate Sales at ABN Amro Bank Stockholm Branch and Head of Treasury Management at N&G Financial Management.

 

Ms. Könberg has been Executive Director, Head of Marketing & Business Development since April 2017. Prior to that she served as Head of Internal communications (2016-2017) and Head of consumer communications

 

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(2014-2016) at Telia. Before that she served as Head of communications, Group Products at Swedbank (2013-2014) and prior to that she served in other capacities at Swedbank.

 

Ms. Lundgren Ericsson has been Executive Director, Head of Lending since January 2015. Prior to that she was Deputy Chief Operating Officer (2011-2014), Executive Director since April 2005 and served as Chief Executive Officer, AB SEK Securities (2002-2014). Previously she served as SEK’s Head of Legal and Transaction Management, beginning in 1993 and held the position for seven years.

 

Ms. Nachtweij was Executive Director, Acting Head of IT from January 2017 to January 2018. Prior to that, she has served as Senior Director, Senior specialist and Head of Operations at Treasury and Capital Management within SEK beginning in 2010. From 2003 to 2010 she served as Adviser and Head of Back Office at Sveriges Riksbank, and before that she served in other capacities at Enskilda Securities, SEB and Sparbanken Finans, beginning in 1991.

 

Ms. Rusanen has been Executive Director, Chief Human Resources Officer since 2005. Prior to that, she served as Human Resource Manager at Ericsson, beginning in 1997.

 

Ms. Rystedt has been Executive Director, Chief Administrative Officer since March 2009. Prior to that, she served as Head of Business Development & IT at SEB Life beginning in 2005. From 2002 to 2005, she served as Head of IT at SEB Trygg Liv, and before that she served in other capacities at SEB Trygg Liv and Enskilda Securities and as a member of the Group Staff within the SEB Group, beginning in 1990.

 

SEK hired a full-time Head of IT in February 2018, Ms. Madeleine Widaeus.

 

B                                                                               Compensation of Directors and Officers

 

Remuneration, Skr mn		2017		2016		2015
Aggregate remuneration of all directors and executive officers as a group(1)		27.1		24.3		22.8
Chairman of the Board		0.7		0.7		0.6
Each director(2)		0.0-0.3		0.0-0.2		0.0-0.3
CEO Catrin Fransson(3)		4.7		4.6		4.5
Other executive officers of the Parent Company(4)		20.2		17.9		16.5
Pension plan with an insurance company on behalf of all executive officers		7.1		6.3		5.9

 

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(1) In the form of salaries, fees and other benefits in the case of executive officers. In the form of fees and other benefits in the case of directors.

 

(2) Since April 29, 2010, remuneration is not paid from the company to the representatives on the Board who are employed by the owner, the Swedish State.

 

(3) Remuneration and other benefits. The CEO did not receive any variable compensation.

 

(4) Remuneration and other benefits.

 

For information on amounts set aside or accrued by SEK to provide employee pension benefits, see also Note 5 to the Consolidated Financial Statements.

 

C                              Board Practices

 

Activities and Division of Responsibility within the Board

 

The Board is responsible for the organization and the administration of SEK’s affairs, of which sustainability forms an integral part.The Board is also tasked with ensuring that the company’s financial statements, as well as its sustainability reporting, are prepared in accordance with legislation, applicable accounting standards and other requirements. The Board must continually assess SEK’s financial position and ensure that SEK is structured in such a way that its accounting, management of funds and SEK’s other financial circumstances are governed by satisfactory controls. The Board adopts the operating targets and strategies for the operations, including sustainability, and issues general internal regulations in policies and instructions, in which

 

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