As filed with the Securities and Exchange Commission on June 28, 2010
Registration No. 001-13202
 
 
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, 2009
 
OR
 
o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
for the transition period from        to

 
Commission File Number: 001-13202
 
 
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 Inc.
 
102 Corporate Park Drive
 
White Plains, NY 10604

 
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

 
 
 
 
 
 
 
Nokia Retirement Savings and Investment Plan

 
TABLE OF CONTENTS
 
 
   Page
   
Report of Independent Registered Public Accounting Firm
 5
   
Financial Statements as of December 31, 2009 and 2008 for the years then ended
 6
   
Signature Page
 17
   
Index To Exhibits
 18
   
Consent of Independent Registered Public Accounting Firm
 19
 
 
 
 
 
 
 
 
 
 
 
 
Nokia Retirement Savings and Investment Plan
Financial Statements and Supplemental Schedule
December 31, 2009 and 2008
 
 
 
 
 
 
 
 
 
 
 
Nokia Retirement Savings and Investment Plan
Contents

Page(s)

Report of Independent Registered Public Accounting Firm
1
   
Financial Statements
  
   
Statements of Net Assets Available for Benefits at December 31, 2009 and 2008
2
   
Statement of Changes in Net Assets Available for Benefits for the Year Ended
December 31, 2009
3
   
Notes to Financial Statements
4 - 10
   
Supplemental Schedule
  
   
Schedule H, Line 4i – Schedule of Assets (Held at End of Year) at December 31, 2009
11

Note:
Other schedules required by section 2520-103.10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable.
 
 
 

 
 
 
 
 
Report of Independent Registered Public Accounting Firm

To the Participants and Administrator of the
Nokia Retirement Savings and Investment Plan:

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 (the “Plan”) at December 31, 2009 and 2008, and the changes in net assets available for benefits for the year ended December 31, 2009 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 the 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 H, Line 4i - Schedule of Assets (Held at End of Year) at December 31, 2009 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.



PricewaterhouseCoopers LLP

Dallas, Texas
June 28, 2010
 
 
 
 
 
 
 
Nokia Retirement Savings and Investment Plan
Statements of Net Assets Available for Benefits
December 31, 2009 and 2008
 
   
2009
    
2008
  
             
Assets
            
Investments, at fair value
   $ 505,889,602     $ 408,483,540  
                 
Receivables
                
Employer contributions
     363,014       1,250,102  
Participant contributions
     493,003       1,729,793  
                 
Total assets
     506,745,619       411,463,435  
                 
Liabilities
                
Accrued expenses
     134,812       109,234  
Net assets available for benefits at fair value
     506,610,807       411,354,201  
                 
Adjustment from fair value to contract value for fully benefit responsive
investment contracts (Note 2)
     883,331       3,001,415  
                 
Net assets available for benefits
   $ 507,494,138     $ 414,355,616  
 
 
 
 
 
 
The accompanying notes are an integral part of these financial statements.
 
 
2
 
 
Nokia Retirement Savings and Investment Plan
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 2009
 
Investment income
      
Net appreciation in fair value of investments
   $ 66,830,479  
Dividend and interest income
     11,813,440  
         
      78,643,919  
         
Contributions
        
Employer
     25,329,518  
Participant
     32,263,578  
Rollovers
     2,808,928  
         
      60,402,024  
         
Deductions
        
Benefits paid to participants
     (45,542,244 )
Administrative expenses and other
     (365,177 )
         
      (45,907,421 )
         
         
Net increase in net assets available for benefits
     93,138,522  
         
Net assets available for benefits
        
Beginning of year
     414,355,616  
         
End of year
   $ 507,494,138  
 
 
 
 
 
The accompanying notes are an integral part of these financial statements.
 
 
3
 

 
Nokia Retirement Savings and Investment Plan
Notes to Financial Statements
 
1. 
Description of Plan
The following description of the Nokia Retirement Savings and Investment Plan (as Amended and Restated 2007) (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.

General
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, as amended (“ERISA”).

The Plan administrator, Nokia, retains responsibility for oversight of the Plan and the Plan’s day-to-day administration.

Eligibility
Employees are eligible to participate in the Plan after completing one hour of service and attaining age 18; however, individuals identified as interns, part time and cooperatives in the payroll system are not eligible to participate in the Plan.

Contributions
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.

Participants may also contribute rollover contributions from other qualified plans.

Participants contribute a percentage of their compensation, as defined in the Plan agreement.  The maximum contribution rate is 50% of eligible compensation of which up to $16,500 (the maximum annual salary deferral contribution limit as set forth by the Internal Revenue Code (the “Code”) for 2009 plan year) may be made pre-tax.  All participants who are eligible to make elective deferrals under the Plan and those who have attained age 50 before the close of the Plan year were eligible to make additional catch-up contributions of up to $5,500 during fiscal 2009.

Participant contributions are matched by the Company in cash at the rate of one dollar per dollar up to 8% of the participants’ eligible earnings.  Contributions made by participants and the related company match are invested based on each participant’s election and can be in any combination of investment options under the Plan including Fidelity mutual funds, Nokia ADR shares, and common stocks and other mutual funds through a self-directed brokerage option.  Additional discretionary Employer contributions may be made upon the approval of the Company’s Board of Directors. The Company made no additional discretionary contributions for the year ended December 31, 2009.
There are no restrictions on moving participant contributions and related Company contributions out of the Nokia stock investment option.

Participant and Company contributions are subject to certain IRS limitations.
 
 
4
 

 
Nokia Retirement Savings and Investment Plan
Notes to Financial Statements
 
Participant Accounts
Each participant’s account is credited with the participant’s voluntary contributions, the employer’s matching contribution, an allocation of the employer’s discretionary contribution, if any, and an allocation of investment income from each fund as defined in the Plan agreement.  Plan earnings are allocated 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.  Additionally, the Plan has certain expenses that are deducted from participant accounts.  The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

Participant Loans
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.  The loans, maturing at various dates through 2039, are collateralized by the balance in the participant’s account.  The loans bear interest rates that reflect the prime rate for the month when issued and ranged from 3.25 percent to 9.50 percent at December 31, 2009.  Principal and interest is repaid ratably through bi-monthly payroll deductions.

Vesting
Participants vest in employer contributions at a rate of 25% per year of service, reaching full vesting after four years of service.  Participants are always fully vested in their contributions and earnings thereon.

Forfeitures
At December 31, 2009 and 2008, forfeited non-vested accounts totaled $1,259,910 and $692,252, respectively.  These accounts will be used to reduce future employer contributions and/or pay Plan administrative fees and certain investment charges.  In 2009, employer contributions were reduced by $925, 734 and Plan administrative fees and certain investment charges of $321,385 were paid from forfeited non-vested accounts.

Reclassifications
Certain reclassifications have been made to the December 31, 2008 amounts to conform to the current year presentation.

Payment of Benefits
Upon termination of employment for reasons other than disability or death, participants’ benefits will be payable as follows (subject to spousal rights, if any):

 
-
Nokia ADR shares are paid out in cash or certificates as requested by the participant.  Fractional shares are paid in cash.

 
-
A participant whose vested account is more than $1,000 may elect to have benefits paid in a lump-sum payment or may choose to leave funds in the Plan up to age 70½.

 
-
A participant who has a vested account balance of $1,000 or less will automatically be paid in a lump-sum payment.

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.  Assets in the Plan will be distributed in accordance with the Plan document.
 
 
5
 
 
Nokia Retirement Savings and Investment Plan
Notes to Financial Statements
 
2. 
Summary of Significant Accounting Policies

Basis of Presentation
The accompanying financial statements have been prepared on the accrual basis of accounting, in accordance with accounting principles generally accepted in the United States.

Income Recognition and Investment Valuation
Purchases and sales of securities are recorded on a trade-date basis.  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.


The Plan’s investments are stated at fair value.  The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.  Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

Following is a description of the valuation methodologies used for assets measured at fair value.  There have been no changes in the methodologies used at December 31, 2009 and 2008.

Investments in Nokia American Depository Shares (“Nokia ADR shares”) and common stocks are valued at quoted market prices on the last business day of the year.  Mutual funds are valued at the net asset value of shares held by the Plan at year-end.  Participant loans consist of the outstanding principal, plus accrued interest, of loans to participants at December 31, 2009 and 2008, which approximates fair value.

The Fidelity Managed Income Portfolio II Fund invests primarily in investment contracts, including guaranteed and security-backed investment contracts.  As required by Accounting Standards Codification (“ASC”) 946, Financial Services – Investment Companies (“ASC 946”), investment contracts held by a defined-contribution plan are required to be reported at fair value.  However, the contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined-contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan.  As a result, the Statement of Net Assets Available for Benefits presents the fair value of the investment contracts as well as the adjustment of the fully benefit-responsive investment contracts from fair value to contract value.  The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis.  Fair value of the investment contracts is determined by the fund manager or the fair value of the fund’s investments in externally managed stable value commingled investment funds provided to the fund by external managers of these funds.  Contract value consists of the book value, or cost plus accrued interest, of the underlying investment contracts.

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values.  Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a difference fair value measurement at reporting date.

 
 
6
 

 
Nokia Retirement Savings and Investment Plan
Notes to Financial Statements
 
The following table sets forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of December 31, 2009:


   
Level 1
    
Level 2
    
Level 3
    
Total
  
                         
Mutual funds
   $ 377,509,933       -       -     $ 377,509,933  
Collective investment trust
     -     $ 63,813,744       -       63,813,744  
Common stocks
     56,768,175       -       -       56,768,175  
Participant loans
     -       -     $ 7,797,750       7,797,750  
                                 
Total assets at fair value
   $ 434,278,108     $ 63,813,744     $ 7,797,750     $ 505,889,602  

The following table sets forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of December 31, 2008:

   
Level 1
    
Level 2
    
Level 3
    
Total
  
                         
Mutual funds
   $ 274,166,503       -       -     $ 274,166,503  
Collective investment trust
     -     $ 67,335,846       -       67,335,846  
Common stocks
     59,647,809       -       -       59,647,809  
Participant loans
     -       -     $ 7,333,382       7,333,382  
                                 
Total assets at fair value
   $ 333,814,312     $ 67,335,846     $ 7,333,382     $ 408,483,540  

The table below sets forth a summary of changes in fair value of the Plan’s level 3 assets for the year ended December 31, 2009.
   
2009
  
       
Participant loans, beginning of year
   $ 7,333,382  
Issuances and settlements (net)
     464,368  
         
Participant loans, end of year
   $ 7,797,750  

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.

Risks and Uncertainties
The Plan invests in various investment securities.  Investment securities are exposed to various risks such as interest rate, market and credit risks.  Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will continue to occur in the near term and that such change could materially affect participants’ account balances and the amounts reported in the statement of net assets available for benefits.

Financial instruments which potentially subject the Plan to concentrations of credit risk consist of    the Plan’s investments and contributions receivable.

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
 
 
7
 
 
Nokia Retirement Savings and Investment Plan
Notes to Financial Statements
 
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.

        Benefits
Benefit distributions to participants are recorded when paid.

Subsequent Events
The Company has evaluated subsequent events through June 28, 2010, which is the date the financial statements were issued, and has determined that there were no subsequent events as of this date.


3.
Investments
The following table presents the individual investment securities of the Plan’s net assets available for benefits at December 31, 2009 and 2008:

   
2009
    
2008
  
             
American Depository Shares                
Nokia ADR shares   $ 44,777,688  *   $ 52,955,292 * 
All other common stock, individually less than
5% of net assets
     11,990,487       6,692,517  
                 
Total ADR shares/common stock
     56,768,175       59,647,809  
                 
Collective Investment Trust
                
Fidelity Managed Income Portfolio II Fund
     63,813,744 *     67,335,846 *
                 
Mutual Funds
                
Allianz NFJ Small Cap Value Fund
     40,573,677 *     32,948,091 *
American Balanced Fund
     31,269,776 *     22,114,646 *
American EuroPacific Growth Fund
     66,980,746 *     45,789,790 *
American Funds Growth Fund of America
     32,122,503 *     22,661,468 *
PIMCO Total Return Fund
     54,865,101 *     44,544,926 *
Vanguard Institutional Index Fund
     41,473,144 *     32,784,400 *
All other mutual funds, individually less than 5% of net assets
     110,224,986       73,323,182  
                 
Total mutual funds
     377,509,933       274,166,503  
                 
Participant loans, individually less than 5% of net assets
     7,797,750       7,333,382  
                 
                 
Total investments at fair value
   $ 505,889,602     $ 408,483,540  

* Indicates investments that represent 5% or more of the Plan’s net assets available for benefits.
 
 
8
 

Nokia Retirement Savings and Investment Plan
Notes to Financial Statements
 
The Plan’s investments (including investments bought, sold and held during the year) appreciated (depreciated) in fair value as follows:

Nokia ADR shares
$(8,780,985)
Common stocks
4,479,288
Mutual funds
71,132,176
Net appreciation in fair value of investments
$66,830,479

At December 31, 2009, approximately 9% of the Plan’s assets are invested in the Nokia ADR shares (13% at December 31, 2008).  The Plan owned 3,484,645 shares with a fair value of $12.85 per share at December 31, 2009 and 3,390,702 shares with a fair value of $15.62 per share at December 31, 2008.

4. 
Tax Status

The Internal Revenue Service has determined and informed the Company in a letter dated November 16, 2009 that the Plan, as then designed, was in compliance with the applicable requirements of the Code.  The Plan has been amended since receipt of the determination letter; however, the Plan administrator believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the Code.  Therefore, no provision for income taxes has been included in the Plan’s financial statements.

5. 
Related Party Transactions

The Plan purchased and sold approximately $4,935,873 and $4,336,805 in Nokia ADR shares, respectively, during 2009.  The Nokia ADR shares were bought/sold in the open market at quoted fair market values at the date of purchase/sale.

 
The Plan is administered by Fidelity Investments Institutional Operations Company as the recordkeeper and Fidelity Management Trust Company as the trustee.  Accordingly, transactions with the Fidelity Managed Income Portfolio II Fund qualify as party-in-interest transactions.

6. 
Reconciliation of Financial Statements to Form 5500

The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:

   
2009
    
2008
  
             
Net assets available for benefits per the financial statements
   $ 507,494,138     $ 414,355,616  
Adjustment from contract value to fair value for fully benefit-
responsive investment contracts
     (883,331 )     (3,001,415 )
                 
Net assets available for benefits per the Form 5500
   $ 506,610,807     $ 411,354,201  

 
9
 


Nokia Retirement Savings and Investment Plan
Notes to Financial Statements
 
The following is a reconciliation of investment income per the financial statements to the Form 5500 for the year ended December 31, 2009:


   
2009
  
       
Investment income per the financial statements
   $ 78,643,919  
Add: Reversal of prior year adjustment from contract value to fair value
     3,001,415  
Less: Adjustment from contract value to fair value at December 31, 2009
     (883,331 )
         
Investment income per the Form 5500
   $ 80,762,003  






 
10
 









Supplemental Schedule










 
 
 
 
Nokia Retirement Savings and Investment Plan
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
At December 31, 2009
 
(a)  
(b)
  
(c)
  
(d)
  
(e)
  
 
Identity of Issue, Borrower, Lessor
or Similar Party
  
Description of
Investment
  
Cost**
  
Current
Value
  
                 
 
Allianz NFJ Small Cap Value Fund
  
Mutual fund
       $ 40,573,677  
 
American Balanced Fund
  
Mutual fund
         31,269,776  
 
American EuroPacific Growth Fund
  
Mutual fund
         66,980,746  
 
American Funds Growth Fund of America
  
Mutual fund
         32,122,503  
 
Calamos Growth Fund
  
Mutual fund
         20,133,180  
*
Fidelity Managed Income Portfolio II Fund
  
Collective investment trust
         63,813,744  
*
Nokia ADR Shares
  
ADR shares
         44,777,688  
*
Fidelity Participant Account Interest Bearing Cash
  
Mutual fund
         1,911,601  
 
PIMCO Total Return Fund
  
Mutual fund
         54,865,101  
 
Spartan Extended Market Index Fund
  
Mutual fund
         12,379,154  
 
Vanguard Institutional Index Fund
  
Mutual fund
         41,473,144  
 
Vanguard Small Growth Institutional Index Fund
  
Mutual fund
         15,105,110  
 
Vanguard Target Retirement 2005 Fund
  
Mutual fund
         1,111,522  
 
Vanguard Target Retirement 2015 Fund
  
Mutual fund
         3,534,754  
 
Vanguard Target Retirement 2025 Fund
  
Mutual fund
         9,965,266  
 
Vanguard Target Retirement 2035 Fund
  
Mutual fund
         11,584,512  
 
Vanguard Target Retirement 2045 Fund
  
Mutual fund
         6,821,884  
 
Vanguard Target Retirement Fund
  
Mutual fund
         978,704  
 
Vanguard Windsor II Fund
  
Mutual fund
         17,190,725  
 
BrokerageLink
  
Common stocks and mutual funds
         21,499,061  
*
Participant loans
  
Interest rates varying  between 3.25% and 9.5% maturing at various dates through 2039
         7,797,750  
                   
              $ 505,889,602  


*
 Party-in-interest
**
 Not applicable due to investments being participant-directed.


 
11
 
 
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, 2010 By: /s/ Linda Fontenaux  
  Name:   Linda Fontenaux  
  Title:  Plan Administrator  
 
 
 
 
 
 
 
 
 
 
INDEX TO EXHIBITS
 

 
 
Exhibit No.  Exhibit  Page Number
     
23
Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.