Nokia Form 20-F 2010
As filed with the Securities and Exchange Commission on March 11, 2011.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010 Commission file number 113202
(Exact name of Registrant as specified in its charter)
Republic of Finland (Jurisdiction of incorporation) Keilalahdentie 4, P.O. Box 226, FI00045 NOKIA GROUP, Espoo, Finland (Address of principal executive offices) ˚ Kaarina Stahlberg, Vice President, Assistant General Counsel Telephone: +358 (0)7 18008000, Facsimile: +358 (0) 7 18038503 Keilalahdentie 4, P.O. Box 226, FI00045 NOKIA GROUP, Espoo, Finland (Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person) Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 (the “Exchange Act”): Title of each class Name of each exchange on which registered
American Depositary Shares Shares
New York Stock Exchange New York Stock Exchange(1)
Not for trading, but only in connection with the registration of American Depositary Shares representing these shares, pursuant to the requirements of the Securities and Exchange Commission.
Securities registered pursuant to Section 12(g) of the Exchange Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Exchange Act: 5.375% Notes due 2019 and 6.625% Notes due 2039 Indicate the number of outstanding shares of each of the registrant’s classes of capital or common stock as of the close of the period covered by the annual report. Shares: 3 744 956 052. Indicate by check mark if the registrant is a wellknown seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ≤ No n 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 Exchange Act. Yes n No ≤ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ≤ No n Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a nonaccelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b2 of the Exchange Act. (Check one): Large accelerated filer ≤ Accelerated filer n Nonaccelerated filer n Smaller reporting company n (Do not check if a smaller reporting company) Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S.GAAP n International Financial Reporting Standards as issued by the International Accounting Standards Board ≤ Other n If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 n Item 18 n If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b2 of the Exchange Act). Yes n No ≤
TABLE OF CONTENTS
INTRODUCTION AND USE OF CERTAIN TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 FORWARDLOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 ITEM 1. ITEM 2. ITEM 3. 3A. 3B. 3C. 3D. ITEM 4. 4A. 4B. 4C. 4D. ITEM 4A. ITEM 5. 5A. 5B. 5C. 5D. 5E. 5F. ITEM 6. 6A. 6B. 6C. 6D. 6E. ITEM 7. 7A. 7B. 7C. ITEM 8. 8A. 8B. ITEM 9. 9A. 9B. 9C. 9D. 9E. 9F. PART I IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND...