As filed with the Securities and Exchange Commission on June 28, 2004
Registration No. 001-13202
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
for the fiscal year ended December 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
for the transition period from to
Commission File number: 1-13202
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
Nokia Retirement Savings and Investment Plan
Nokia Holding, Inc.
6000 Connection Drive
Irving, Texas 75039
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
Nokia Corporation
Keilalahdentie 4, P.O. Box 226
FIN-00045 NOKIA GROUP
Espoo, Finland
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Nokia Retirement Savings and Investment Plan
TABLE OF CONTENTS
Page
----
Report of Independent Accountants 4
Financial Statements as of December 31, 2003 and 2002 5
for the years then ended
Signature Page 13
Index To Exhibits 14
Consent of Independent Auditors 15
Nokia Retirement Savings and
Investment Plan (As Amended
and Restated 2001)
Report on Audit of Financial Statements
As of December 31, 2003 and 2002 and
For the Year Ended December 31, 2003
Report of Independent Registered Public Accounting Firm
To the Participants and Administrator
Nokia Retirement Savings and Investment Plan (As Amended and Restated 2001)
In our opinion, the accompanying statements of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Nokia Retirement Savings and Investment Plan (as Amended and Restated
2001) (the "Plan") at December 31, 2003 and 2002, and the changes in net assets
available for benefits for the year ended December 31, 2003 in conformity with
accounting principles generally accepted in the United States of America. These
financial statements are the responsibility of the Plan's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
auditing standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
at end of year is presented for the purpose of additional analysis and is not a
required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This supplemental schedule is the responsibility of the Plan's management.
The supplemental schedule has been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
/s/ PricewaterhouseCoopers LLP
Dallas, Texas
June 21, 2004
Nokia Retirement Savings and Investment Plan
(As Amended and Restated 2001)
Contents
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Page(s)
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Report of Independent Registered Public
Accounting Firm ............................................................1
Financial Statements
Statements of Net Assets Available for Benefits
at December 31, 2003 and 2002................................................2
Statement of Changes in Net Assets Available for
Benefits for the Year Ended December 31, 2003................................3
Notes to Financial Statements..................................................4
Supplemental Schedule
Schedule H, Line 4i - Schedule of Assets
Held at End of Year..........................................................8
Nokia Retirement Savings and Investment Plan
(As Amended and Restated 2001)
Statements of Net Assets Available for Benefits
December 31, 2003 and 2002
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2003 2002
---- ----
Assets
Investments, at fair value $ 313,439,791 $ 220,412,480
Participant loans 13,483,718 10,978,039
------------- -------------
326,923,509 231,390,519
Receivables
Employer contributions 10,909,112 10,107,335
Participant contributions 1,400,966 980,507
------------- -------------
12,310,078 11,087,842
Liabilities
Accrued expenses 141,620 61,597
------------- -------------
Net assets available for benefits $ 339,091,967 $ 242,416,764
============= =============
The accompanying notes are an integral part of these financial statements.
2
Nokia Retirement Savings and Investment Plan
(As Amended and Restated 2001)
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 2003
--------------------------------------------------------------------------------
Additions to net assets attributed to
Investment income
Net appreciation in fair value of investments $ 39,245,678
Dividend and interest income 2,738,822
-------------
41,984,500
=============
Contributions:
Employer 35,970,592
Participant 38,440,053
Rollovers 1,840,668
-------------
76,251,313
=============
Total additions 118,235,813
=============
Deductions from net assets attributed to
Benefit payments and withdrawals (21,362,076)
Administrative expenses (198,534)
--------------
Total deductions (21,560,610)
==============
Net increase 96,675,203
Net assets available for benefits
Beginning of year 242,416,764
--------------
End of year $ 339,091,967
The accompanying notes are an integral part of these financial statements.
3
Nokia Retirement Savings and Investment Plan
(As Amended and Restated 2001)
Notes to Financial Statements
--------------------------------------------------------------------------------
1. Description of Plan
The following description of the Nokia Retirement Savings and Investment
Plan (as Amended and Restated 2001) (the "Plan") provides only general
information. More complete information regarding items such as eligibility
requirements, vesting and benefit provisions may be found in the summary
plan description, which has been distributed to all Plan participants, and
also in the Plan document, which is available to all Plan participants upon
request.
o The Plan is a defined contribution plan that covers eligible employees
of Nokia Inc. (the "Company" or "Nokia"). The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974
("ERISA").
o The Plan administrator, Nokia, retains responsibility for oversight of
the Plan and the Plan's day-to-day administration.
o Employees are eligible to participate in the Plan after completing one
hour of service and attaining age 18; however, individuals identified
as interns and cooperatives in the payroll system are not eligible to
participate in the Plan.
o Participant contributions are matched by the Company in cash at the
rate of one dollar per dollar up to 6% of the participants' eligible
earnings.
o Each participant's account is credited with the participant's
voluntary contributions, the Company's matching and discretionary
contributions and Plan earnings.
o Plan earnings are credited to a participant's account at the rate
attributable to the participant's specific account balance on each day
the New York Stock Exchange is open for business or any other day
selected by the Plan's 401(k) committee.
o Participants may determine their own investment mix in relation to
their particular accounts. Participants have the following core
investment options: Nokia Stock Fund, American Express Trust Income
Fund III, PIMCo Total Return Fund, Dreyfus Emerging Leaders Fund,
Invesco Total Return Fund, SSGA S&P 500 Index Fund, Templeton Foreign
Fund as well as a mutual fund window comprised of approximately 42
various funds.
o Participants are able to borrow from their fund accounts a minimum of
$1,000 up to a maximum of the lesser of $50,000 or 50% of their vested
account balance at market interest rates payable under various term
lengths specified in the loan agreement.
o Participants vest in employer contributions as follows:
Vested
Number of Years of Service Percentage
-------------------------- ----------
Less than 1 year 0%
1 full year 25%
2 full years 50%
3 full years 75%
4 or more full years 100%
4
Nokia Retirement Savings and Investment Plan
(As Amended and Restated 2001)
Notes to Financial Statements
--------------------------------------------------------------------------------
o Upon termination of employment for reasons other than disability or
death, participants' benefits will be payable as follows (subject to
spouses' rights, if any):
- A participant who was a member of the Plan on December 31, 1988,
and the value of whose vested account is more than $5,000, may
elect to have benefits paid in a lump-sum payment or as an
immediate or deferred annuity.
- A participant who became a member of the Plan after December 31,
1988, and the value of whose vested account is more than $5,000,
may elect to have benefits paid in a lump-sum payment or may
choose to leave funds in the Plan up to age 70 1/2.
- A participant who has a vested account balance of $1,000 or less
will automatically be paid in a lump-sum payment.
- Amounts of Company contributions forfeited by participants are
maintained separately by the Plan to pay administration fees and
certain investment charges. At December 31, 2003 and 2002, the
Plan contained $359,097 and $96,025, respectively, as a result of
participant forfeitures.
o At December 31, 2003 and 2002, the Plan's participant balances
included $226,058 and $241,482, respectively, which the participants
elected to withdraw prior to year-end, but did not receive a
distribution until after year-end.
2. Plan Termination
While it has not expressed any intent to do so, the Company may discontinue
the Plan at any time subject to the provisions of ERISA. In the event of
Plan termination participants will become 100% vested in their accounts.
3. Summary of Significant Accounting Policies
Basis of Presentation
The financial statements of the Plan are presented on the accrual basis of
accounting, except for benefits paid to participants, which are recorded
when paid.
Investment Valuation and Income Recognition
Investments in securities are valued at quoted market prices on the last
business day of the year. Investments in the Nokia Stock Fund are valued at
the quoted market prices on the last business day of the year plus cash
held in the fund, which approximates fair value. Participant loans are
valued at cost, which approximates fair value.
Purchases and sales of securities are reflected on a trade-date basis. Gain
or loss on sales of securities is based on the first-in, first-out method.
Dividend income is recorded on the ex-dividend date. Interest income is
recognized on the accrual basis.
5
Nokia Retirement Savings and Investment Plan
(As Amended and Restated 2001)
Notes to Financial Statements
--------------------------------------------------------------------------------
The Plan presents in the statement of changes in net assets available for
benefits the net appreciation (depreciation) in the fair value of its
investments which consists of the realized gains and losses and the
unrealized appreciation (depreciation) on those investments. Gains and
losses on disposition of assets are determined using historical average
cost.
Plan Expenses
Expenses incurred by the Plan for audit fees, certain administration fees
and certain investment charges are paid by the Plan. All other operating
expenses of the Plan are paid by the Company.
Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements. Estimates also affect
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
4. Investments
Investments that individually represent 5% or more of the Plan's net
assets, at fair value as of December 31, 2003 and 2002.
2003 2002
------------- ------------
Nokia Stock Fund $ 104,173,701 $ 87,841,843
American Express Trust Income Fund III 50,011,657 38,027,784
PIMco Fund Total Return 17,118,104 15,163,338
SSGA Funds S&P 500 Index Fund 26,483,087 -
During 2003, the Plan's investments (including investments bought, sold and
held during the year) appreciated in value by $39,245,678 as follows:
Nokia Stock Fund $ 9,715,181
Mutual funds 29,530,497
------------
$ 39,245,678
5. Tax Status
The Internal Revenue Service has ruled, in a favorable determination letter
dated November 22, 2002, that the Plan, as then designed, was in compliance
with the applicable requirements of the Internal Revenue Code. The Plan
administrator and the Plan's counsel believe that the Plan is currently
designed and being operated in compliance with the applicable requirements
of the Internal Revenue Code. Therefore, no provision for income taxes has
been included in the Plan's financial statements.
Participant contributions take the form of before-tax contributions and are
deferred from federal income taxes. The Plan does not allow for voluntary
after-tax contributions for employees working in the United States.
Voluntary after-tax contributions are permitted with respect to those
participants who are working outside the United States on temporary
assignments.
6
Nokia Retirement Savings and Investment Plan
(As Amended and Restated 2001)
Notes to Financial Statements
--------------------------------------------------------------------------------
6. Concentration of Credit
Risk Financial instruments which potentially subject the Plan to
concentrations of credit risk consist of the Plan's investments and
accounts receivable.
At December 31, 2003, approximately 32% of the Plan's assets are invested
in the Nokia Stock Fund.
7. Related Party Transactions
The Plan sold approximately $8,100,000 and $9,200,000 of the Nokia Stock
Fund in 2003 and 2002, respectively. In addition, contributions used to
purchase the Nokia Stock Fund by the Plan were approximately $16,300,000
and $17,400,000 in 2003 and 2002, respectively. The Nokia Stock Fund is
comprised of Nokia American Depository Shares and cash. Shares of Nokia
American Depository Shares were bought/sold in the open market at quoted
fair market values at the date of purchase/sale.
7
SUPPLEMENTAL SCHEDULE
Nokia Retirement Savings and Investment Plan
(As Amended and Restated 2001)
Schedule H, Line 4i - Schedule of Assets Held at End of Year
--------------------------------------------------------------------------------
Identity of Issuer, Borrower, Lessor Description of Current
or Similar Party Investment Value
--------------------------------------- ----------------------- ------------
AIM Blue Chip Fund Mutual fund $ 493,725
American Balanced Fund Mutual fund 7,180,888
American Century Value Investors Fund Mutual fund 836,216
American Century Income & Growth
Investors Fund Mutual fund 386,666
American EuroPacific Growth Fund Mutual fund 2,469,158
American Fundamental Investors Mutual fund 518,625
American Washington Mutual Fund Mutual fund 1,823,314
American Express Growth Y Fund Mutual fund 11,900,275
American Express Trust Income Fund III Mutual fund 50,011,657
Baron Asset Fund Mutual fund 4,599,500
Baron Growth Fund Mutual fund 2,098,222
Clearing account Money market 725,797
Dreyfus Founders Discovery Fund Mutual fund 579,336
Dreyfus Emerging Leaders Fund Mutual fund 12,975,311
Federated Growth Strategies Fund Mutual fund 300,763
Federated Stock Fund Mutual fund 288,993
Fidelity Diversified International Fund Mutual fund 2,136,501
Fidelity Dividend Growth Fund Mutual fund 7,567,183
Fidelity Value Fund Mutual fund 2,752,284
Hewitt Service Trust Money Market Fund Money market 44,082
Growth Fund of America Mutual fund 2,657,854
Invesco Energy Fund Mutual fund 956,233
Invesco Financial Services Fund Mutual fund 567,748
Invesco Health Sciences Fund Mutual fund 1,053,960
Invesco Technology II Fund Mutual fund 1,427,963
Invesco Utilities Fund Mutual fund 133,965
Invesco Dynamics Fund Mutual fund 831,669
Invesco Small Company Growth Mutual fund 328,260
Invesco Total Return Fund Mutual fund 12,169,772
Janus Balanced Fund Mutual fund 1,919,645
Janus Fund Mutual fund 1,392,325
Janus Small Cap Value Fund Mutual fund 1,914,776
Janus Overseas Fund Mutual fund 547,673
Janus Twenty Fund Mutual fund 1,498,512
Janus Worldwide Fund Mutual fund 690,207
8
Nokia Retirement Savings and Investment Plan
(As Amended and Restated 2001)
Schedule H, Line 4i - Schedule of Assets Held at End of Year
--------------------------------------------------------------------------------
Identity of Issuer, Borrower, Lessor Description of Current
or Similar Party Investment Value
--------------------------------------- ----------------------- ------------
MFS Capital Opportunities Fund Mutual fund 381,413
MFS Massachusetts Growth Investors Fund Mutual fund 679,374
MFS New Discovery Fund Mutual fund 340,535
Nokia Stock Fund* Stock fund 104,173,701
Nueberger Berman Genesis Fund Mutual fund 4,862,841
PIMCo Total Return Fund Mutual fund 17,718,104
PIMCo Small Cap Value Mutual fund 1,573,607
Putnam Europe Growth A Fund Mutual fund 95,720
Scudder Latin America Fund Mutual fund 588,773
Scudder High Return Mutual fund 2,188,261
Sound Shore Fund Mutual fund 607,608
SSGA Emerging Markets A Fund Mutual fund 870,262
SSGA S&P 500 Index Fund Mutual fund 26,483,087
Templeton Foreign Fund Mutual fund 14,313,131
Turner Small Cap Growth Fund Mutual fund 794,319
Participant loans Interest rates varying 13,483,718
between 7% and 10%;
fully amortized payment
schedules
------------
$326,923,509
============
* Party-in-interest
9
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the Plan) have duly
caused this Annual Report to be signed on its behalf by the undersigned hereunto
duly authorized.
Nokia Retirement Savings and Investment Plan
Date: June 28, 2004 By: /s/ Linda Fontenaux
-------------------------------------------
Name: Linda Fontenaux
Title: Plan Administrator
INDEX TO EXHIBITS
Exhibit No. Exhibit Page Number
23 Consent of PricewaterhouseCoopers LLP, 15
Independent Auditors.
Exhibit 23
CONSENT OF REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (No. 333-12366 and No. 33-93770) of Nokia, Inc of our
report dated June 21, 2004 related to the financial statements of Nokia
Retirement Savings and Investment Plan (as amended and restated 2001) as of
December 31, 2003 and 2002 and for the year ended December 31, 2003, which
appears in this Form 11-K.
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Dallas, TX
June 28, 2004