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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, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
for the transition period from to
Commission File number: 1-13207
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 5
Financial Statements as of December 31, 2002 and 2001
for the years then ended 6
Signature Page 16
Index To Exhibits 17
Consent of Independent Auditors 19
Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002. 20
Nokia Retirement Savings and
Investment Plan (as amended
and restated 2001)
Report on Audit of Financial Statements
As of December 31, 2002 and 2001 and
For the year ended December 31, 2002
Nokia Retirement Savings and Investment Plan
(as amended and restated 2001)
Contents
Page(s)
-------
Report of Independent Auditors 1
Financial Statements
Statements of Net Assets Available for Benefits at
December 31, 2002 and 2001 2
Statement of Changes in Net Assets Available for Benefits
for the Year Ended December 31, 2002 3
Notes to Financial Statements 4
Supplemental Schedule
Schedule of Assets Held at End of Year 9
Report of Independent Auditors
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, 2002 and 2001, and the changes in net assets
available for benefits for the year ended December 31, 2002 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 generally accepted in the United States of America, which
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 is 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
June 27, 2003
Nokia Retirement Savings and Investment Plan
(as amended and restated 2001)
Statements of Net Assets Available for Benefits
December 31, 2002 and 2001
2002 2001
Assets
Investments, at fair value $ 220,412,480 $ 230,080,168
Participant loans 10,978,039 9,452,976
-------------- --------------
231,390,519 239,533,144
Receivables
Employer contributions 10,107,335 10,013,828
Participant contributions 980,507 830,723
11,087,842 10,844,551
-------------- --------------
Liabilities
Accrued expenses 61,597 62,026
-------------- --------------
Net assets available for benefits $ 242,416,764 $ 250,315,669
-------------- --------------
The accompanying notes are an integral part of these financial statements.
5
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, 2002
Additions to net assets attributed to
Investment income
Dividend and interest income $ 1,729,711
Contributions:
Employer 36,061,867
Participant 35,622,792
Rollovers 1,093,002
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72,777,661
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Total additions 74,507,372
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Deductions from net assets attributed to
Net depreciation in fair value of investments (59,463,486)
Benefit payments and withdrawals (21,830,025)
Administrative expenses (1,112,766)
-------------
Total deductions (82,406,277)
Net decrease (7,898,905)
Net assets available for benefits
Beginning of year 250,315,669
-------------
End of year $242,416,764
-------------
The accompanying notes are an integral part of these financial statements.
6
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 Effective January 1, 2001, the Plan was amended and restated. The
amended and restated plan incorporated the following changes:
- The name of the Plan was changed from Nokia Retirement Savings
and Investment Plan to Nokia Retirement Savings and Investment
Plan (As Amended and Restated 2001).
- All previous approved amendments pertaining to acquisitions were
incorporated.
- Retirement contributions (discretionary contributions) are to
follow the participant's investments elections at the time of
contribution versus previously when 100% of the contribution was
invested in the Nokia Stock Fund and was restricted for 24
months.
- The specification of an "earnings year" for discrimination
testing.
- The provision for an appeals process.
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 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
7
Nokia Retirement Savings and Investment Plan
(as amended and restated 2001)
Notes to Financial Statements
Total Return Fund, SSgA S&P 500 Index Fund, Templeton Foreign Fund as
well as a mutual fund window comprised of approximately 45 various
funds.
8
Nokia Retirement Savings and Investment Plan
(as amended and restated 2001)
Notes to Financial Statements
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%
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 $5,000 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, 2002 and 2001, the
Plan contained $96,025 and $296,024, respectively, as a result of
participant forfeitures.
o At December 31, 2002 and 2001, the Plan's participant balances
included $241,482 and $19,709, 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.
9
Nokia Retirement Savings and Investment Plan
(as amended and restated 2001)
Notes to Financial Statements
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.
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, 2002 and 2001.
2002 2001
-------------- --------------
Nokia Stock Fund $ 87,841,843 $ 124,995,482
American Express Income Fund III 38,027,784 24,448,572
American Express Growth Y Fund - 13,381,961
Pimco Fund Total Return 15,163,338 -
10
Nokia Retirement Savings and Investment Plan
(as amended and restated 2001)
Notes to Financial Statements
During 2002, the Plan's investments (including investments bought, sold and
held during the year) depreciated in value by $59,463,486 as follows:
Nokia Stock Fund $ (43,379,612)
Mutual funds (16,083,874)
---------------
$ (59,463,486)
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. 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, 2002, approximately 40% of the Plan's assets are invested
in the Nokia Stock Fund.
7. Related Party Transactions
The Plan sold approximately $9,200,000 and $1,100,000 of the Nokia Stock
Fund in 2002 and 2001, respectively. In addition, contributions used to
purchase the Nokia Stock Fund by the Plan were approximately $17,400,000
and $33,200,000 in 2002 and 2001, 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.
11
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 $ 321,206
American Balanced Fund Mutual fund 2,067,847
American Century Value Investors Fund Mutual fund 435,998
American Century Income & Growth Investors Fund Mutual fund 199,940
American EuroPacific Growth Fund Mutual fund 972,312
American Fundamental Investors Mutual fund 238,614
American Washington Mutual Fund Mutual fund 782,701
American Express Growth Y Fund Mutual fund 9,890,038
American Express Trust Income Fund III Mutual fund 38,027,784
American Express Growth Y Fund Mutual fund 4,542,280
Baron Asset Fund Mutual fund 3,536,141
Baron Growth Fund Mutual fund 670,255
Berger Small Cap Yalue Fund Mutual fund 1,050,190
Clearing account Money market 220,239
Dreyfus Founders Balanced Fund Mutual fund 3,202,274
Dreyfus Founders Discovey Fund Mutual fund 406,321
Dreyfus Emerging Leaders Fund Mutual fund 5,478,322
Federated Growth Strategies Fund Mutual fund 54,809
Federated Stock Fund Mutual fund 138,096
Fidelity Diversified International Fund Mutual fund 711,514
Fidelity Dividend Growth Fund Mutual fund 1,664,300
Fidelity Value Fund Mutual fund 1,169,789
Hewitt Service Trust Money Market Fund Money market 33,477
Kemper-Dremer High Return Mutual fund 1,015,736
Growth Fund of America Mutual fund 1,243,372
Invesco Energy Fund Mutual fund 595,111
Invesco Financial Services Fund Mutual fund 318,910
Invesco Health Sciences Fund Mutual fund 646,967
Invesco Realty Estate Opportunity Fund Mutual fund 430,001
Invesco Technology II Fund Mutual fund 685,845
Invesco Utilities Fund Mutual fund 75,238
Invesco Dynamics Fund Mutual fund 379,448
Invesco Small Company Growth Mutual fund 170,807
Invesco Total Return Fund Mutual fund 8,041,075
Janus Balanced Fund Mutual fund 1,169,492
Janus Fund Mutual fund 797,474
Janus Overseas Fund Mutual fund 467,620
Janus Twenty Fund Mutual fund 1,006,550
Janus Worldwide Fund Mutual fund 503,961
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 230,622
MFS Massachusetts Growth Investors Fund Mutual fund 418,815
MFS New Discovery Fund Mutual fund 176,833
Nokia Stock Fund* Stock fund 87,841,843
Neuberger Berman Genesis Fund Mutual fund 2,089,259
PIMCo Total Return Fund Mutual fund 15,163,338
PIMCo Small Cap Value Mutual fund 999,913
Putnam Europe Growth A Fund Mutual fund 41,086
Scudder Latin America Fund Mutual fund 70,390
Sound Shore Fund Mutual fund 238,870
SSgA Emerging Markets A Fund Mutual fund 154,991
SSgA S&P 500 Index Fund Mutual fund 11,140,885
SSgA Small Cap Fund Mutual fund 15,322
Templeton Foreign Fund Mutual fund 8,351,613
Turner Small Cap Growth Fund Mutual fund 116,645
Participant loans Interest rates varying 10,978,039
between 7% and 10%;
fully amortized payment
schedules -------------
$231,390,519
-------------
* Party in-interest
14
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 30, 2003 By: /s/ Jose A. Martinez
------------------------------------
Name: Jose A. Martinez
Title: Plan Administrator
INDEX TO EXHIBITS
Exhibit No. Exhibit Page Number
23 Consent of PricewaterhouseCoopers LLP, 19
Independent Auditors.
99.1 Certification Pursuant to 18 U.S.C. Section 1350, as 20
adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
Exhibit 23
[LETTERHEAD OF PRICEWATERHOUSECOOPERS LLP]
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
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 27, 2003 related to the financial statements of Nokia
Retirement Savings and Investment Plan (as amended and restated 2001) as of
December 31, 2002 and 2001 and for the year ended December 31, 2002, which
appears in this Form 11-K.
/s/ PricewaterhouseCoopers LLP
- ------------------------------
PricewaterhouseCoopers LLP
Dallas, TX
June 27, 2003
Exhibit 99.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report for the Nokia Retirement Savings and
Investment Plan (the "Plan") on Form 11-K for the period ended December 31,
2002, as filed with the Securities and Exchange Commission on June 30, 2003 (the
"Form 11-K"), the undersigned hereby certifies that to the best of her
knowledge:
1. The Form 11-K fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Form 11-K fairly presents, in all material
respects, the financial condition and results of operations of the Plan.
This written statement is being furnished to the Securities and Exchange
Commission as an exhibit to the Form 11-K. A signed original of this statement
has been provided to Nokia and will be retained by Nokia and furnished to the
Securities and Exchange Commission or its staff upon request.
Date: June 30, 2003 By: /s/ Kirsi Sormunen
----------------------------------------
Kirsi Sormunen
Plan Administrator
