e20vf
As filed with the Securities and Exchange Commission on March
12, 2007.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2006
Commission file number 1-13202
Nokia Corporation
(Exact name of Registrant as specified in its charter)
Republic of Finland
(Jurisdiction of incorporation)
Keilalahdentie 4, P.O. Box 226, FIN-00045 NOKIA GROUP, Espoo,
Finland
(Address of principal executive offices)
Securities registered pursuant to Section 12(b) of the
Securities Exchange Act of 1934 (the Exchange Act):
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Name of each exchange |
Title of each class |
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on which registered |
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American Depositary Shares
Shares, par value EUR 0.06
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New York Stock Exchange
New York Stock
Exchange(1) |
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(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: None
Indicate the number of outstanding shares of each of the
registrants classes of capital or common stock as of the
close of the period covered by the annual report.
Shares, par value EUR 0.06: 4 095 042 619
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities
Act.
Yes x No
o
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 o No
x
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 x No
o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated
filer. See definition of accelerated filer and large
accelerated filer in
Rule 12b-2 of the
Exchange Act.
Large accelerated filer
x Accelerated
filer
o Non-accelerated
filer o
Indicate by check mark which financial statement item the
registrant has elected to follow.
Item 17
o Item 18
x
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).
Yes o No
x
TABLE OF CONTENTS
TABLE OF CONTENTS
2
3
INTRODUCTION AND USE OF CERTAIN TERMS
Nokia Corporation is a public limited liability company
incorporated under the laws of the Republic of Finland. In this
document, any reference to we, us,
the Group or Nokia means Nokia
Corporation and its subsidiaries on a consolidated basis, except
where we make clear that the term means Nokia Corporation or a
particular subsidiary or business group only, and except that
references to our shares, matters relating to our
shares or matters of corporate governance refer to the shares
and corporate governance of Nokia Corporation. Nokia Corporation
has published its consolidated financial statements in euro for
periods beginning on or after January 1, 1999. In this
Form 20-F,
references to EUR, euro or
are
to the common currency of the European Economic and Monetary
Union, or EMU, and references to dollars, US
dollars, USD or $ are to the
currency of the United States. Solely for the convenience of the
reader, this
Form 20-F contains
conversions of selected euro amounts into US dollars at
specified rates, or, if not so specified, at the rate of 1.3197
US dollars per euro, which was the noon buying rate in New York
City for cable transfers in euro as certified for customs
purposes by the Federal Reserve Bank of New York on
December 31, 2006. No representation is made that the
amounts have been, could have been or could be converted into US
dollars at the rates indicated or at any other rates.
In this Form 20-F,
unless otherwise stated, references to shares are to
Nokia Corporation shares, par value EUR 0.06.
Our principal executive office is currently located at
Keilalahdentie 4, P.O. Box 226,
FIN-00045 Nokia Group,
Espoo, Finland and our telephone number is
+358 (0) 7 1800-8000.
Nokia Corporation furnishes Citibank, N.A., as Depositary, with
consolidated financial statements and a related audit opinion of
our independent auditors annually. These financial statements
are prepared on the basis of International Financial Reporting
Standards, or IFRS. Nokias consolidated financial
statements contain a reconciliation of net income and
shareholders equity to accounting principles generally
accepted in the United States, or US GAAP. We also furnish the
Depositary with quarterly reports containing unaudited financial
information prepared on the basis of IFRS, as well as all
notices of shareholders meetings and other reports and
communications that are made available generally to our
shareholders. The Depositary makes these notices, reports and
communications available for inspection by record holders of
American Depositary Receipts, or ADRs, evidencing American
Depositary Shares, or ADSs (one ADS represents one share), and
delivers to all record holders of ADRs notices of
shareholders meetings received by the Depositary. In
addition to the materials delivered to holders of ADRs by the
Depositary, holders can access our consolidated financial
statements, as well as other information previously included in
our printed annual reports, at www.nokia.com. This
Form 20-F is also
available at www.nokia.com as well as on Citibanks
website at http://citibank.ar.wilink.com (enter
Nokia in the Company Name Search). Holders may also
request a hard copy of this Form 20-F by calling the
toll-free number 1-877-NOKIA-ADR (1-877-665-4223), or by
directing a written request to Citibank, N.A., Shareholder
Services, PO Box 43124, Providence RI 02940-5140, or by
calling Nokia Investor Relations US Main Office at
1-914-368-0555. With each annual distribution of our proxy
materials, we offer our record holders of ADRs the option of
receiving all of these documents electronically in the future.
4
FORWARD-LOOKING STATEMENTS
It should be noted that certain statements herein which are not
historical facts, including, without limitation, those regarding:
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the timing of product and solution deliveries; |
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our ability to develop, implement and commercialize new
products, solutions and technologies; |
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expectations regarding market growth, developments and
structural changes; |
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expectations regarding our mobile device volume growth, market
share, prices and margins; |
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expectations and targets for our results of operations; |
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the outcome of pending and threatened litigation; |
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expected timing, scope and effects of the merger of Nokias
and Siemens communications service provider businesses; and |
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statements preceded by believe, expect,
anticipate, foresee, target,
estimate, designed, plans,
will or similar expressions |
are forward-looking statements.
Because these statements involve risks and uncertainties, actual
results may differ materially from the results that we currently
expect. Factors that could cause these differences include, but
are not limited to:
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1. |
competitiveness of our product portfolio; |
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2. |
our ability to identify key market trends and to respond timely
and successfully to the needs of our customers; |
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3. |
the extent of the growth of the mobile communications industry,
as well as the growth and profitability of the new market
segments within that industry which we target; |
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4. |
the availability of new products and services by network
operators and other market participants; |
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5. |
our ability to successfully manage costs; |
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6. |
the intensity of competition in the mobile communications
industry and our ability to maintain or improve our market
position and respond successfully to changes in the competitive
landscape; |
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7. |
the impact of changes in technology and our ability to develop
or otherwise acquire complex technologies as required by the
market, with full rights needed to use; |
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8. |
timely and successful commercialization of complex technologies
as new advanced products and solutions; |
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9. |
our ability to protect the complex technologies, which we or
others develop or that we license, from claims that we have
infringed third parties intellectual property rights, as
well as our unrestricted use on commercially acceptable terms of
certain technologies in our products and solution offerings; |
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10. |
our ability to protect numerous Nokia patented, standardized, or
proprietary technologies from third party infringement or
actions to invalidate the intellectual property rights of these
technologies; |
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11. |
our ability to manage efficiently our manufacturing and
logistics, as well as to ensure the quality, safety, security
and timely delivery of our products and solutions; |
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12. |
inventory management risks resulting from shifts in market
demand; |
5
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13. |
our ability to source quality components and sub-assemblies
without interruption and at acceptable prices; |
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14. |
satisfaction or waiver of the conditions to the merger of
Nokias networks business and Siemens carrier-related
operations for fixed and mobile networks to form Nokia
Siemens Networks, including achievement of agreement between
Nokia and Siemens on the results and consequences of a Siemens
compliance review, and agreement of a number of detailed
implementation steps, and closing of the transaction, and
Nokias and Siemens ability to successfully integrate
the operations, personnel and supporting activities of their
respective businesses; |
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15. |
whether, as a result of investigations into alleged violations
of law by some current or former employees of Siemens,
government authorities or others take actions against Siemens
and/or its employees that may involve and affect the
carrier-related assets and employees transferred by Siemens to
Nokia Siemens Networks, or there may be undetected additional
violations that may have occurred prior to the transfer, or
ongoing violations that may occur after the transfer, of such
assets and employees that could result in additional actions by
government authorities; |
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16. |
the expense, time, attention and resources of Nokia Siemens
Networks and our management to detect, investigate and resolve
any situations related to alleged violations of law involving
the assets and employees of Siemens carrier-related operations
transferred to Nokia Siemens Networks; |
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17. |
any impairment of Nokia Siemens Networks customer relationships
resulting from the ongoing government investigations involving
the Siemens carrier-related operations transferred to Nokia
Siemens Networks; |
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18. |
developments under large, multi-year contracts or in relation to
major customers; |
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19. |
general economic conditions globally and, in particular,
economic or political turmoil in emerging market countries where
we do business; |
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20. |
our success in collaboration arrangements relating to
development of technologies or new products and solutions; |
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21. |
the success, financial condition and performance of our
collaboration partners, suppliers and customers; |
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22. |
any disruption to information technology systems and networks
that our operations rely on; |
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23. |
exchange rate fluctuations, including, in particular,
fluctuations between the euro, which is our reporting currency,
and the US dollar, the Chinese yuan, the UK pound sterling and
the Japanese yen, as well as certain other currencies; |
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24. |
the management of our customer financing exposure; |
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25. |
allegations of possible health risks from electromagnetic fields
generated by base stations and mobile devices and lawsuits
related to them, regardless of merit; |
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26. |
unfavorable outcome of litigations; |
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27. |
our ability to recruit, retain and develop appropriately skilled
employees; and |
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28. |
the impact of changes in government policies, laws or
regulations; |
as well as the risk factors specified in this annual report on
Form 20-F under
Item 3.D Risk Factors.
Other unknown or unpredictable factors or underlying assumptions
subsequently proving to be incorrect could cause actual results
to differ materially from those in the forward-looking
statements. Nokia does not undertake any obligation to update
publicly or revise forward-looking statements, whether as a
result of new information, future events or otherwise, except to
the extent legally required.
7
PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND
ADVISERS
Not applicable.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
ITEM 3. KEY INFORMATION
3.A Selected Financial Data
The financial data set forth below at December 31, 2005 and
2006 and for each of the years in the three-year period ended
December 31, 2006 have been derived from our audited
consolidated financial statements included in Item 18 of
this annual report on
Form 20-F.
Financial data at December 31, 2002 and 2003, and
December 31, 2004, and for each of the years in the
two-year period ended December 31, 2003 have been derived
from Nokias previously published audited consolidated
financial statements not included in this document.
The financial data at December 31, 2005 and 2006 and for
each of the years in the three-year period ended
December 31, 2006 should be read in conjunction with, and
are qualified in their entirety by reference to, our audited
consolidated financial statements.
The audited consolidated financial statements from which the
selected consolidated financial data set forth below have been
derived were prepared in accordance with IFRS, and net income
and shareholders equity have been reconciled to US GAAP,
which differs in some respects from IFRS. For a discussion of
the principal differences between IFRS and US GAAP, see
Item 5.A Operating Results Results of
Operations Principal Differences Between IFRS and US
GAAP and Note 38 to our audited consolidated
financial statements.
8
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Year ended December 31, | |
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2002 | |
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2003 | |
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2004 | |
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2005 | |
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2006 | |
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2006 | |
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(EUR) | |
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(EUR) | |
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(EUR) | |
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(EUR) | |
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(USD) | |
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(in millions, except per share data) | |
Profit and Loss Account Data
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Amounts in accordance with IFRS
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Net sales
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30 016 |
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29 533 |
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29 371 |
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34 191 |
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41 121 |
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54 267 |
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Operating profit
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4 780 |
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4 960 |
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4 326 |
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4 639 |
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5 488 |
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7 243 |
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Profit before tax
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4 917 |
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5 294 |
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4 705 |
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4 971 |
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5 723 |
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7 553 |
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Profit attributable to equity holders of the parent
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3 381 |
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3 543 |
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3 192 |
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3 616 |
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4 306 |
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5 683 |
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Earnings per share (for profit attributable to equity holders of
the parent)
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Basic earnings per share
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0.71 |
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0.74 |
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0.69 |
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0.83 |
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1.06 |
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1.40 |
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Diluted earnings per share
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0.71 |
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0.74 |
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0.69 |
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0.83 |
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1.05 |
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1.39 |
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Cash dividends per
share(1)
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0.28 |
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0.30 |
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0.33 |
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0.37 |
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0.43 |
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0.57 |
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Average number of shares (millions of shares)
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Basic
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4 751 |
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4 761 |
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4 593 |
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4 366 |
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4 063 |
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4 063 |
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Diluted
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4 788 |
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4 761 |
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4 600 |
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4 371 |
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4 087 |
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4 087 |
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Amounts in accordance with US GAAP
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Net income
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3 603 |
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4 097 |
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3 343 |
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3 582 |
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4 275 |
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5 642 |
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Earnings per share (net income)
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Basic earnings per share
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0.76 |
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0.86 |
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0.73 |
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0.82 |
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1.05 |
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1.39 |
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Diluted earnings per share
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0.75 |
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0.86 |
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0.73 |
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0.82 |
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1.05 |
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1.39 |
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Balance Sheet Data
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Amounts in accordance with IFRS
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Fixed assets and other non-current
assets(2)
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5 896 |
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3 991 |
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3 315 |
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3 501 |
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4 031 |
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5 320 |
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Cash and other liquid
assets(3)
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9 351 |
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11 296 |
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11 542 |
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9 910 |
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8 537 |
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11 266 |
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Other current assets
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8 234 |
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8 787 |
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7 966 |
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9 041 |
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10 049 |
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13 262 |
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Total assets
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23 481 |
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24 074 |
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22 823 |
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22 452 |
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22 617 |
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29 848 |
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Capital and reserves attributable to equity holders of the
parent(2)
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14 435 |
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15 302 |
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14 385 |
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12 309 |
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11 968 |
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15 794 |
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Minority interests
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173 |
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164 |
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168 |
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205 |
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92 |
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121 |
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Long-term interest-bearing liabilities
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187 |
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20 |
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19 |
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21 |
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69 |
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91 |
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Other long-term liabilities
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274 |
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308 |
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275 |
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247 |
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327 |
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432 |
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Borrowings due within one year
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377 |
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471 |
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215 |
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377 |
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247 |
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326 |
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Other current liabilities
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8 035 |
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7 809 |
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7 761 |
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9 293 |
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9 914 |
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13 084 |
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Total shareholders equity and liabilities
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23 481 |
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24 074 |
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22 823 |
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22 452 |
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22 617 |
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29 848 |
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Net interest-bearing
debt(4)
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(8 787 |
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(10 805 |
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(11 308 |
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(9 512 |
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(8 221 |
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(10 849 |
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Share capital
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287 |
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288 |
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280 |
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266 |
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246 |
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|
325 |
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Amounts in accordance with US GAAP
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Total
assets(2)
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23 041 |
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24 109 |
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22 985 |
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22 725 |
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22 835 |
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30 135 |
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Shareholders
equity(2)
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14 214 |
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15 501 |
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14 640 |
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12 622 |
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12 112 |
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15 984 |
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(1) |
The cash dividend for 2006 is what the Board of Directors will
propose for shareholders approval at the Annual General
Meeting convening on May 3, 2007. |
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(2) |
Total assets and shareholders equity have each been
increased by EUR 154 million for all periods presented to
adjust for income
tax-related items in
periods prior to 2002. These increases were recorded in
connection with a change in the method by which the company
assesses materiality. See Notes 1 and 38 to our consolidated
financial statements included in Item 18 of this annual
report on Form 20-F. |
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(3) |
Cash and other liquid assets consist of the following captions
from our consolidated balance sheets: (1) bank and cash,
(2) available-for-sale
investments, cash equivalents, and (3) available-for-sale
investments, liquid assets. |
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(4) |
Net interest-bearing debt consists of borrowings due within one
year and long-term interest-bearing liabilities, less cash and
other liquid assets. |
Distribution of Earnings
We distribute retained earnings, if any, within the limits set
by the Finnish Companies Act. We make and calculate the
distribution, if any, either in the form of cash dividends,
share buy-backs, or in some other form or a combination of
these. There is no specific formula by which the amount of a
distribution is determined, although some limits set by law are
discussed below. The timing and amount of future distributions
of retained earnings, if any, will depend on our future results
and financial condition.
Under the Finnish Companies Act, we may distribute retained
earnings on our shares only upon a shareholders resolution
and subject to limited exceptions, in the amount proposed by our
Board of Directors. The amount of any distribution is limited to
the amount of distributable earnings of the parent company
pursuant to the last annual accounts approved by our
shareholders, taking into account the material changes in the
financial situation of the company after the end of the last
financial period and a statutory requirement that the
distribution of earnings must not result in insolvency of the
company. Subject to exceptions relating to the right of minority
shareholders to request otherwise, the distribution may not
exceed the amount proposed by the Board of Directors.
Share Buy-backs
Under the Finnish Companies Act, Nokia Corporation may
repurchase its own shares pursuant to either a
shareholders resolution or an authorization to the Board
of Directors approved by the companys shareholders. The
authorization may amount to a maximum of 10% of all the shares
of the company (up to 5% until 2005) and its maximum length is
18 months (up to 12 months until 2006). The Board of
Directors of Nokia has been regularly authorized by our
shareholders in the Annual General Meetings to repurchase
Nokias own shares since 2001, and during the past three
years the authorization covered 230 million shares in 2004,
443.2 million shares in 2005 and 405 million shares in
2006. The amount authorized each year has been at or slightly
under the maximum limit provided by the Finnish Companies Act.
On January 25, 2007, we announced that the Board of
Directors will propose for shareholders approval at the
Annual General Meeting, convening on May 3, 2007, a new
authorization to repurchase a maximum of 380 million shares
which corresponds to less than 10% of Nokias share capital
and total voting rights.
The table below sets forth actual share
buy-backs by the Group
in respect of each fiscal year indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
EUR millions | |
|
|
Number of shares | |
|
(in total) | |
|
|
| |
|
| |
2002
|
|
|
900 000 |
|
|
|
17 |
|
2003
|
|
|
95 338 500 |
|
|
|
1 363 |
|
2004
|
|
|
214 119 700 |
|
|
|
2 661 |
|
2005
|
|
|
315 010 000 |
|
|
|
4 265 |
|
2006
|
|
|
212 340 000 |
|
|
|
3 412 |
|
For more information about share buy-backs during 2006, see
Item 16E Purchases of Equity Securities by the Issuer
and Affiliated Purchasers.
10
Dividends
On January 25, 2007, we announced that the Board of
Directors will propose for shareholders approval at the
Annual General Meeting convening on May 3, 2007 a dividend
of EUR 0.43 per share in respect of 2006.
The table below sets forth the amounts of total cash dividends
per share and per ADS paid in respect of each fiscal year
indicated. For the purposes of showing the US dollar amounts per
ADS for 2002-2006, the
dividend per share amounts have been translated into
US dollars at the noon buying rate in New York City for
cable transfers in euro as certified for customs purposes by the
Federal Reserve Bank of New York (the noon buying
rate) on the respective dividend payment dates.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EUR millions | |
|
|
EUR per share | |
|
USD per ADS | |
|
(in total) | |
|
|
| |
|
| |
|
| |
2002
|
|
|
0.28 |
|
|
|
0.30 |
|
|
|
1 341 |
|
2003
|
|
|
0.30 |
|
|
|
0.36 |
|
|
|
1 439 |
|
2004
|
|
|
0.33 |
|
|
|
0.43 |
|
|
|
1 539 |
|
2005
|
|
|
0.37 |
|
|
|
0.46 |
|
|
|
1 641 |
|
2006
|
|
|
0.43 |
(1) |
|
|
|
(2) |
|
|
1 761 |
(1) |
|
|
(1) |
To be proposed by the Board of Directors for shareholders
approval at the Annual General Meeting convening on May 3,
2007. |
|
(2) |
The final US dollar amount will be determined on the basis of
the decision of the Annual General Meeting and the dividend
payment date. |
We make our cash dividend payments in euro. As a result,
exchange rate fluctuations will affect the US dollar amount
received by holders of ADSs on conversion of these dividends.
Moreover, fluctuations in the exchange rates between the euro
and the US dollar will affect the dollar equivalent of the euro
price of the shares on the Helsinki Stock Exchange and, as a
result, are likely to affect the market price of the ADSs in the
United States. See also Item 3.D Risk
FactorsOur sales, costs and results are affected by
exchange rate fluctuations, particularly between the euro, which
is our reporting currency, and the US dollar, the Chinese yuan,
the UK pound sterling and the Japanese yen, as well as certain
other currencies.
Exchange Rate Data
The following table sets forth information concerning the noon
buying rate for the years 2002 through 2006 and for each of the
months in the six-month
period ended February 28, 2007, expressed in
US dollars per euro.
The average rate for a year means the average of the exchange
rates on the last day of each month during a year. The average
rate for a month means the average of the daily exchange rates
during that month.
11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchange Rates | |
|
|
| |
|
|
Rate at | |
|
Average | |
|
Highest | |
|
Lowest | |
For the year ended December 31: |
|
period end | |
|
rate | |
|
rate | |
|
rate | |
|
|
| |
|
| |
|
| |
|
| |
|
|
(USD per EUR) | |
2002
|
|
|
1.0485 |
|
|
|
0.9495 |
|
|
|
1.0485 |
|
|
|
0.8594 |
|
2003
|
|
|
1.2597 |
|
|
|
1.1411 |
|
|
|
1.2597 |
|
|
|
1.0361 |
|
2004
|
|
|
1.3538 |
|
|
|
1.2478 |
|
|
|
1.3625 |
|
|
|
1.1801 |
|
2005
|
|
|
1.1842 |
|
|
|
1.2400 |
|
|
|
1.3476 |
|
|
|
1.1667 |
|
2006
|
|
|
1.3197 |
|
|
|
1.2661 |
|
|
|
1.3327 |
|
|
|
1.1860 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the month ended: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2006
|
|
|
1.2687 |
|
|
|
1.2722 |
|
|
|
1.2833 |
|
|
|
1.2648 |
|
October 31, 2006
|
|
|
1.2773 |
|
|
|
1.2617 |
|
|
|
1.2773 |
|
|
|
1.2502 |
|
November 30, 2006
|
|
|
1.3261 |
|
|
|
1.2888 |
|
|
|
1.3261 |
|
|
|
1.2705 |
|
December 31, 2006
|
|
|
1.3197 |
|
|
|
1.3205 |
|
|
|
1.3327 |
|
|
|
1.3073 |
|
January 31, 2007
|
|
|
1.2998 |
|
|
|
1.2993 |
|
|
|
1.3286 |
|
|
|
1.2904 |
|
February 28, 2007
|
|
|
1.3230 |
|
|
|
1.3080 |
|
|
|
1.3246 |
|
|
|
1.2933 |
|
On February 28, 2007, the noon buying rate was
USD 1.3230 per EUR 1.00.
3.B Capitalization and Indebtedness
Not applicable.
3.C Reasons for the Offer and Use of Proceeds
Not applicable.
3.D Risk Factors
Set forth below is a description of factors that may affect our
business, results of operations and share price from time to
time.
We need to have a competitive product portfolio with
products that are preferred by our current and potential
customers to those of our competitors. In order to have this, we
need to understand the different markets in which we operate,
and meet the needs of our customers, which include mobile
network operators, distributors, independent retailers,
corporate customers and consumers. Our failure to identify key
market trends and to respond timely and successfully to the
needs of our customers may have a material adverse impact on our
market share, business and results of operations.
In order to meet our customers needs, we need to have a
competitive product portfolio with products that are preferred
to those of our competitors. For Nokia, a competitive mobile
device product portfolio means a broad and balanced offering of
commercially appealing mobile devices with attractive
aesthetics, design, features and functionality for all major
consumer segments and price points supported by the Nokia brand,
quality and competitive cost structure. In our networks
business, a competitive product portfolio means for us a
high-quality offering
of products designed to meet the requirements of our customers
and local markets, supported by quality and a competitive cost
structure.
In order to have a competitive product portfolio, we need to
understand the different markets in which we operate and meet
the needs of our customers. We serve a diverse range of mobile
device and infrastructure customers, ranging from mobile network
operators, distributors, independent retailers, corporate
customers to consumers, across a variety of markets. In many of
these markets, the mobile communications industry is at
different stages of development, and many of these markets have
different characteristics and dynamics, for example, in terms of
mobile penetration
12
rates and technology, aesthetics, feature, and pricing
preferences. Establishing and maintaining good relationships
with our customers, including both our mobile device and
networks infrastructure customers and
end-users, and
understanding trends and needs in their markets require us to
constantly obtain and evaluate a complex array of feedback and
other data. We must do this efficiently in order to be able to
identify key market trends and user segments and anticipate and
address our customers needs proactively and in a timely
manner, for example through launching our products at optimal
times to meet customer requirements and preferences, while
taking into account the availability of competitors
products. If we fail to analyze correctly and respond timely and
appropriately to customer feedback and other data, our market
share and business may be materially adversely affected.
Certain mobile network operators require mobile devices to be
customized to their specifications with certain preferred
features, functionalities or design and
co-branding with the
mobile network operators brand. This is particularly the
case in Latin America and North America where sales to mobile
network operators represent the major percentage of our sales.
As a result, we may need to produce mobile devices for such
markets in smaller lot sizes, which could impede our economies
of scale and expected profitability. In addition, co-branding
could possibly erode the Nokia brand.
The competitiveness of our product portfolio is also influenced
by our ability to communicate about our products and services
effectively through consistent and focused marketing messages to
the target audience and the value of the Nokia brand. A number
of factors, including actual or even alleged quality issues or
defects in our products and solutions, may have a negative
effect on our reputation and erode the value of the Nokia brand.
Prior to the shipment of the products, quality issues may cause
delays in shipping products to customers and related additional
costs or even cancellation of orders by customers. After
shipment to our customers or consumers, products may fail to
meet marketing expectations set for them or may malfunction, and
thus cause additional repair or warranty costs to us and harm
our reputation. In case of issues affecting a products
safety or regulatory compliance, we may be subject to damages
due to product liability, or defective products may need to be
replaced or recalled. Due to our high volumes, quality issues or
defects in our products or their components may have a
significant adverse effect on our net sales and profitability.
If we do not achieve and maintain a competitive portfolio, we
believe that we will be at a competitive disadvantage, which may
lead to lower net sales and lower profits.
Our sales and profitability depend on the continued growth
of the mobile communications industry, as well as the growth and
profitability of the new market segments within that industry
which we target. If the mobile communications industry does not
grow as we expect, or if the new market segments which we target
grow less or are less profitable than expected, or if new faster
growing market segments emerge in which we have not invested,
our sales and profitability may be materially adversely
affected.
Our business depends on continued growth of the mobile
communications industry in terms of, to an increasing degree,
the number of existing mobile subscribers who upgrade or simply
replace their existing mobile devices, and also the number of
new subscribers and increased usage. Our sales and profitability
are also affected by the extent to which there is increasing
demand for, and development of,
value-added services,
leading to opportunities for us to successfully market mobile
devices that feature those services. These developments in our
industry are to a certain extent outside of our control. For
example, we are dependent on mobile network operators in highly
penetrated markets to successfully introduce services that drive
the upgrade and replacement of devices, as well as ownership of
multiple devices. Further, in order to support a continued
increase in mobile subscribers in certain low penetration
markets, we are dependent on mobile network operators and
distributors to increase their sales volumes of lower cost
mobile devices, and on mobile network operators to offer
affordable tariffs and to offer tailored mobile network
solutions designed for a low total cost of ownership. If mobile
network operators are not successful in their attempts to
increase subscriber numbers, stimulate increased usage or drive
upgrade and replacement sales, our business and results of
operations could be materially adversely affected.
13
Our industry continues to undergo significant changes. First,
the mobile communications, the Internet, information technology,
media, entertainment, music, and consumer electronics industries
are converging in some areas into one broader industry leading
to the creation of new mobile devices, services and ways to use
mobile devices. Second, while participants in the mobile
communications industry once provided complete products and
solutions, industry players are increasingly providing specific
hardware and software layers, including various services, for
products and solutions.
As a result of these changes, new market segments within our
industry have emerged and are still emerging. We have made
significant investments in new business opportunities in certain
of these market segments, such as smartphones, multimedia
computers, enterprise applications, music, navigation, video,
TV, imaging, games and business mobility in our device
businesses, and enterprise mobility infrastructure as well as
managed services, systems integration and consulting businesses
in our infrastructure business. However, a number of the new
market segments in the mobile communications industry are still
in the early stages of development, and it may be difficult for
us to accurately predict which new market segments are the most
advantageous for us to focus on. As a result, if the segments
which we target grow less than expected, we may not receive a
return on our investment as soon as we expect, or at all. We may
also forego growth opportunities in new market segments of the
mobile communications industry on which we do not focus.
Moreover, the market segments that we target may be less
profitable than we currently foresee. We may also incur
short-term operating
losses in certain of these new market segments if we are not
able to generate sufficient revenue to cover the early stage
investments required to pursue these new business opportunities.
Our past performance in our established market segments does not
guarantee our success in these new market segments.
Our business and results of operations, particularly our
profitability, may be materially adversely affected if we are
not able to successfully manage costs related to our products
and operations.
Price erosion is a characteristic of the mobile communications
industry, and the products and solutions offered by us are also
subject to natural price erosion over time. Other factors
impacting our profitability include the extent to which our
product mix is weighted towards lower-priced products and our
regional mix is weighted towards emerging markets where
lower-priced products
predominate.
As a result of the above factors, in order to be profitable, we
need to be able to lower our costs at the same rate or faster
than the price erosion and introduce new cost-efficient products
with higher prices in a timely manner, generally proactively
manage costs related to our products, manufacturing, logistics
and other operations, and related licensing, as well as leverage
our scale to the fullest extent. If we are unable to do this,
this will have a material adverse effect on our business and
results of operations, particularly our profitability.
Competition in our industry is intense. Our failure to
maintain or improve our market position and respond successfully
to changes in the competitive landscape may have a material
adverse impact on our business and results of operations.
The markets for our products and solutions are intensely
competitive. Industry participants compete with each other
mainly on the basis of the breadth and depth of their product
portfolios, design, price, operational and manufacturing
efficiency, technical performance, distribution, product
features, quality, customer support and brand. The competition
continues to be intense from both our traditional competitors in
the mobile communications industry as well as a number of new
competitors. Some of these competitors have used, and we expect
will continue to use, more aggressive pricing strategies,
different design approaches and alternative technologies. In
addition, some competitors have chosen to focus on building
products based on commercially available components, which may
enable them to introduce these products faster and with lower
levels of research and development spending than Nokia.
14
We believe that Nokia has a cost advantage in mobile devices
compared to our competitors as a result of our market position.
If we fail to maintain or increase our market share and scale
compared to our competitors, our cost advantage may be eroded,
which could materially adversely affect our competitive position
and our results of operations, particularly our profitability.
Consolidation among the industry participants, including also
further concentration of the market on fewer industry
participants, could potentially result in stronger competitors
that are better able to compete as end-to-end suppliers as well
as competitors who are more specialized in particular areas.
This could have a material adverse effect on our business and
results of operations.
As a result of developments in our industry, including
convergence of mobile phone technology with the Internet, we
also face new competition from companies in related industries,
such as Internet-based products and services, consumer
electronics manufacturers and business device and solution
providers. Additionally, because mobile network operators are
increasingly offering mobile devices under their own brand, we
face increasing competition from non-branded mobile device
manufacturers. Further, as the industry now includes increasing
numbers of participants that provide specific hardware and
software layers within products and solutions, we face
competition at the level of these layers rather than solely at
the level of complete products and solutions. If we cannot
respond successfully to these competitive developments, our
business and results of operations may be materially adversely
affected. See Item 4.B Business
OverviewCompetition for a more detailed discussion
of competition in our industry.
We must develop or otherwise acquire complex, evolving
technologies to use in our business. If we fail to develop or
otherwise acquire these complex technologies as required by the
market, with full rights needed to use in our business, or to
protect them, or to successfully commercialize such technologies
as new advanced products and solutions that meet customer
demand, or fail to do so on a timely basis, this may have a
material adverse effect on our business, our ability to meet our
targets and our results of operations.
In order to succeed in our markets, we believe that we must
develop or otherwise acquire complex, evolving technologies to
use in our business. However, the development and use of new
technologies, applications and technology platforms for our
mobile devices involve time, substantial costs and risks both
within and outside of our control. We must also be able to
convert these complex technologies into affordable and usable
products. This is true whether we develop these technologies
internally, acquire or invest in other companies with these
technologies or collaborate with third parties on the
development of these technologies. In addition, we seek to
protect our technology investments with intellectual property
rights. When doing this, our business is influenced by the
regulatory and legal environments approach to intellectual
property rights, including the scope and degree of patent
protection as well as copyright levies which vary country by
country.
The technologies, functionalities and features on which we
choose to focus may not achieve as broad or timely customer
acceptance as we expect. This may result from numerous factors
including the availability of more attractive alternatives or a
lack of sufficient compatibility with other existing
technologies, products and solutions. Additionally, even if we
do select the technologies, functionalities and features that
customers ultimately want, we or the companies that work with us
may not be able to bring them to the market at the right time.
We may also face difficulties accessing the technologies
preferred by our current and potential customers, or at prices
acceptable to them.
Our products and solutions include increasingly complex
technology involving numerous new Nokia patented, standardized,
or proprietary technologies, as well as some developed or
licensed to us by third parties. There can be no assurance that
the technologies, with full rights needed to be used in our
business, will be available or available on commercially
acceptable terms on a timely basis.
Furthermore, as a result of ongoing technological developments,
our products and solutions are increasingly used together with
hardware or software components that have been developed by
third parties, whether or not Nokia has authorized their use
with our products and solutions.
15
However, such components, such as batteries or software
applications, may not be compatible with our products and
solutions and may not meet our and our customers quality,
safety, security or other standards. As well, certain components
or layers that may be used with our products may enable our
products and solutions to be used for objectionable purposes,
such as to transfer content that might be illegal, hateful or
derogatory. The use of our products and solutions with
incompatible or otherwise substandard hardware or software
components, or for purposes that are inappropriate, is largely
outside of our control and could harm the Nokia brand.
In our networks business, we are developing a number of network
infrastructure solutions incorporating advanced technologies.
Currently, our networks business designs and builds networks
based primarily on GSM, EDGE and 3G/WCDMA technologies. Although
we believe that these are currently the leading mobile
communications technology platforms, this may not always be the
case, due to operators choices or regulators
decisions. Our networks business sales and operating
results may be adversely affected if these technologies or
subsequent new technologies on which we focus do not achieve as
broad acceptance among customers as we expect, or if we fail to
adapt to different technology platforms that emerge over time.
Currently expected benefits and synergies from forming
Nokia Siemens Networks may not be achieved to the extent or
within the time period that is currently anticipated. We may
also encounter costs and difficulties in integrating our
networks operations, personnel and supporting activities and
those of Siemens, which could reduce or delay the realization of
anticipated net sales, cost savings and operational
benefits.
In June 2006, Nokia and Siemens AG (Siemens)
announced plans to form Nokia Siemens Networks that will
combine Nokias networks business and Siemens
carrier-related operations for fixed and mobile networks in a
new company owned approximately 50% by each of Nokia and Siemens
and consolidated by Nokia. Nokia Siemens Networks is expected to
start operations around the end of March 2007. The completion of
the transaction is subject to the satisfaction or waiver of the
conditions to the merger, including achievement of agreement
between Nokia and Siemens on the results and consequences of a
Siemens compliance review, and the agreement of a number of
detailed implementation steps. For more information on Nokia
Siemens Networks, see Item 4.B Business
OverviewNokia Siemens Networks.
Achieving the expected benefits and synergies of this
combination will depend, in part, upon whether the operations,
personnel and supporting activities of Nokias networks
business and those of Siemens carrier-related operations
for fixed and mobile networks can be integrated in an efficient
and effective manner. The process of effectively integrating
these businesses into one company will require significant
managerial and financial resources and may divert the
managements attention from other business activities. The
costs and time required to integrate these businesses into one
company could cause the interruption of, or a loss of momentum
in, the activities of any one, or several, of the operations of
the constituent entities. The failure to successfully integrate
these businesses within the expected time frame could adversely
affect our business, financial condition and results of
operations.
In addition to all the applicable other risks included in this
Item 3.D Risk factors, Nokia Siemens Networks
may also expose us to certain additional risks, including
difficulties arising from operating a significantly larger and
more complex organization and adding operations to our existing
operations. Further, unexpected costs and challenges may arise
whenever businesses with different operations, management and
culture are combined.
16
The Siemens carrier-related operations to be transferred
to Nokia Siemens Networks are the subject of various ongoing
prosecutorial investigations related to whether certain
transactions and payments arranged by some current or former
employees of those operations violated applicable laws. As a
result of those investigations, government authorities and
others could take actions against Siemens and/or its employees
that may involve and affect the carrier-related assets and
employees transferred by Siemens to Nokia Siemens Networks, or
there may be undetected additional violations that may have
occurred prior to the transfer, or ongoing violations that may
occur after the transfer, of such assets and employees that
could have a material adverse effect on Nokia Siemens Networks
and our business, results of operations, financial condition and
reputation.
Prosecutorial investigations are being conducted by authorities
in Germany and certain other countries with respect to whether
certain transactions and payments arranged by some current or
former employees of Siemens Com business group, covering
the carrier-related operations for fixed and mobile networks to
be transferred to Nokia Siemens Networks, violated applicable
laws. We understand that Siemens has voluntarily informed the
SEC and the US Department of Justice about this matter. As well,
additional government authorities in these or other
jurisdictions could launch separate investigations. If any of
these government authorities determines that violations of law
have occurred, including violations of the US Foreign Corrupt
Practices Act, they may take action against Siemens and/or some
of its employees. These actions could include criminal and civil
fines, penalties, sanctions, injunctions against future conduct,
equitable remedies including profit disgorgement,
disqualifications from engaging in certain types of business or
other restrictions, as well as requiring modifications to
Siemens business practices and compliance programs. We
understand that Siemens is cooperating with the various
government authorities. It is not possible at this time to
predict whether such government authorities will take such
action and if they do what it might be and the extent to which
such action might apply to the assets and employees transferred
by Siemens to Nokia Siemens Networks.
The government investigations and Siemens and Nokias
own internal investigations into these alleged violations of law
by some current or former Siemens employees are ongoing.
Accordingly, it is not possible to ensure that at the time of
the closing of the merger certain Siemens employees who may have
been involved in the alleged violations of law are not
transferred to Nokia Siemens Networks. Nor is it possible to
predict the extent to which there may be undetected additional
violations of law that may have occurred prior to the transfer
of the carrier-related assets and employees to Nokia Siemens
Networks that could result in additional actions by government
authorities. It is also not possible to predict whether there
may be any ongoing violations of law after such transfer and the
closing of the merger involving the assets and employees of the
Siemens carrier-related operations that could result in
additional actions by government authorities. The development of
any of these situations could have a material adverse effect on
Nokia Siemens Networks and our business, results of operations,
financial condition and reputation. In addition, detecting,
investigating and resolving such situations could be expensive
and consume significant time, attention and resources of Nokia
Siemens Networks and our management, which could harm our
business and that of Nokia Siemens Networks.
The government investigations could also harm Nokia Siemens
Networks relationships with existing customers, impair its
ability to obtain new customers, business partners and public
procurement contracts and result in the cancellation or
renegotiation of existing contracts on terms less favorable than
currently exist. To the extent certain Siemens carrier-related
customer relationships involved payments and transactions in
violation of applicable law, it is not possible to predict
whether such relationships would be affected by Nokia Siemens
Networks legally compliant business terms and practices. Third
party civil litigation may also be instigated against the
Siemens carrier-related operations and/or employees transferred
to Nokia Siemens Networks.
From its inception, Nokia Siemens Networks will have a
comprehensive and robust compliance program and internal
financial controls designed to ensure the highest standards of
reporting and
17
compliance with all applicable laws. Siemens has agreed to
indemnify Nokia and Nokia Siemens Networks for any government
fines or penalties and damages from civil law suits incurred by
either, as well as in certain instances for loss of business
through terminated or renegotiated contracts, based on
violations of law in the Siemens carrier-related operations that
occurred prior to the transfer to Nokia Siemens Networks.
We cannot predict with any certainty the final outcome of any
investigations related to this matter, when and the terms upon
which the various investigations will be resolved, which could
be a number of years, or the consequences of the alleged or any
possible future violations of law on the business of Nokia
Siemens Networks, including its relationships with customers.
Our products and solutions include increasingly complex
technologies some of which have been developed or licensed to us
by certain third parties. As a consequence, evaluating the
rights related to the technologies we use or intend to use is
more and more challenging, and we expect increasingly to face
claims that we have infringed third parties intellectual
property rights. The use of these technologies may also result
in increased licensing costs for us, restrictions on our ability
to use certain technologies in our products and solution
offerings, and/or costly and time-consuming litigation, which
could have a material adverse effect on our business and results
of operations.
Our products and solutions include increasingly complex
technologies some of which have been developed or licensed to us
by third parties. As the amount of such proprietary technologies
and the number of parties claiming intellectual property rights
continues to increase, even within individual products, and as
the Nokia product range becomes more diversified and Nokia
enters new businesses, and as the complexity of the technology
increases, the possibility of alleged infringement and related
intellectual property claims against us continues to rise. The
holders of patents and other intellectual property rights
potentially relevant to our product and solution offerings may
be unknown to us, may have different business models, or may
otherwise make it difficult for us to acquire a license on
commercially acceptable terms. There may also be technologies
licensed to and relied on by us that are subject to infringement
or other corresponding allegations or claims by others which
could damage our ability to rely on such technologies. In
addition, although we endeavor to ensure that companies that
work with us possess appropriate intellectual property rights or
licenses, we cannot fully avoid risks of intellectual property
rights infringement created by suppliers of components and
various layers in our products and solutions or by companies
with which we work in cooperative research and development
activities. Similarly, we and our customers may face claims of
infringement in connection with our customers use of our
products and solutions.
In many aspects, the business models for mobile services have
not yet been established. The lack of availability of licenses
for copyrighted content, delayed negotiations, or restrictive
copyright licensing terms may have an adverse effect on the cost
or timing of content related services by us, operators or third
party service providers, and may also indirectly affect the
sales of our mobile devices.
Since all technology standards, including those used and relied
on by us, include some intellectual property rights, we cannot
fully avoid risks of a claim for infringement of such rights due
to our reliance on such standards. We believe that the number of
third parties declaring their intellectual property to be
relevant to these standards, for example, those standards
related to so-called 3G mobile communication technologies,
including 3GPP and 3GPP2, as well as other advanced mobile
communications standards, is increasing, which may increase the
likelihood that we will be subject to such claims in the future.
While we believe that any such intellectual property rights
declared and found to be essential to a given standard carry
with them an obligation to be licensed on fair, reasonable and
non-discriminatory terms, not all intellectual property owners
agree on the meaning of that obligation and thus costly and
time-consuming litigation over such issues may result in the
future. While the rules of many standard setting bodies, such as
European Telecommunication Standardization Institute (ETSI),
often apply on a global basis, the enforcement of those rules may
18
involve national courts, which means that there may be a risk of
different interpretation of those rules.
From time to time, some existing patent licenses may expire, or
otherwise may become subject to renegotiation. The inability to
renew or finalize such arrangements with acceptable commercial
terms may result in costly and time-consuming litigation, and
any adverse result in any such litigation may lead to
restrictions on our ability to sell certain products or
solutions, and could result in payments that potentially could
have a material adverse impact on our operating results. Nokia
is currently in negotiation regarding the applicable license
fees for a subset of Qualcomm Incorporateds
(Qualcomm including its affiliates) patents and
access for Qualcomm to a subset of Nokia patents due to an
expiration in part of the current license agreement between the
parties on April 9, 2007. Our general experience is that
these kind of negotiations eventually are successfully
concluded, however, there is a risk that litigation will create
uncertainty regarding the license fees. During the time period
from expiration of the payment obligations until we reach an
agreement on new license fees, we would accrue for and expense
an appropriate royalty. However, from a cash flow perspective,
the cash payments to Qualcomm would most likely decrease or
cease until we reach an agreement. The ultimate outcome may
differ from the provided level which could have a positive or
negative impact on our operating results. In addition, there is
a risk that once the ultimate outcome is available, it may have
a negative impact on our cash flow.
Any restrictions on our ability to sell our products and
solutions due to expected or alleged infringements of third
party intellectual property rights and any intellectual property
rights claims, regardless of merit, could result in material
losses of profits, costly litigation, the payment of damages and
other compensation, the diversion of the attention of our
personnel, product shipment delays or the need for us to develop
non-infringing technology or to enter into royalty or licensing
agreements. If royalty or licensing agreements were not
available or available on commercially acceptable terms, we
could be precluded from making and selling the affected products
and solutions or could face increased licensing costs. As new
features are added to our products and solutions, we may need to
acquire further licenses, including from new and sometimes
unidentified owners of intellectual property. The cumulative
costs of obtaining any necessary licenses are difficult to
predict and may over time have a negative effect on our
operating results. See Item 4.B Business
OverviewPatents and Licenses for a more detailed
discussion of our intellectual property activities.
Our products and solutions include numerous new Nokia
patented, standardized, or proprietary technologies on which we
depend. Third parties may use without a license or unlawfully
infringe our intellectual property or commence actions seeking
to establish the invalidity of the intellectual property rights
of these technologies. This may have a material adverse effect
on our results of operations
Our products and solutions include numerous new Nokia patented
and other proprietary technologies on which we depend. Despite
the steps that we have taken to protect our technology
investment with intellectual property rights, we cannot be
certain that any rights or pending applications will be granted
or that the rights granted in connection with any future patents
or other intellectual property rights will be sufficiently broad
to protect our technology. Third parties may illegally infringe
our intellectual property relating to our non-licensable
proprietary features or third parties may also infringe our
intellectual property by ignoring their obligation to seek a
license.
Any patents or other intellectual property rights that are
granted to us may be challenged, invalidated or circumvented,
and any right granted under our patents may not provide
competitive advantages for Nokia. Other companies may commence
actions seeking to establish the invalidity of our intellectual
property, for example, patent rights. In the event that one or
more of our patents are challenged, a court may invalidate the
patent or determine that the patent is not enforceable, which
could harm our competitive position. Also, if any of our key
patents are invalidated, or if the scope of the claims in any of
these patents is limited by a court decision, we could be
prevented
19
from using such patent as a basis for product differentiation or
from licensing the invalidated or limited portion of our
intellectual property rights, or we could lose part or all of
the leverage we have in terms of our own intellectual property
rights portfolio. Even if such a patent challenge is not
successful, it could be expensive and time-consuming, divert
management attention from our business and harm our reputation.
Any diminution of the protection that our own intellectual
property rights enjoy could cause us to lose some of the
benefits of our investments in R&D, which may have a
negative effect on our results of operations. See
Item 4.B Business OverviewPatents and
Licenses for a more detailed discussion of our
intellectual property activities.
Our sales and results of operations could be materially
adversely affected if we fail to efficiently manage our
manufacturing and logistics without interruption, or fail to
ensure that our products and solutions meet our and our
customers quality, safety, security and other requirements
and are delivered on time.
Our manufacturing and logistics are complex, require advanced
and costly equipment and include outsourcing to third parties.
These operations are continuously modified in an effort to
improve manufacturing efficiency and flexibility. We may
experience difficulties in adapting our supply to meet the
demand for our products, ramping up or down production at our
facilities as needed, maintaining an optimal inventory level,
adopting new manufacturing processes, finding the most timely
way to develop the best technical solutions for new products,
managing the increasingly complex manufacturing process for our
high-end products, particularly the software for these high-end
products, or achieving manufacturing efficiency and flexibility,
whether we manufacture our products and solutions ourselves or
outsource to third parties. Such difficulties may have a
material adverse effect on our business and results of
operations and may result from, among other things, delays in
adjusting or upgrading production at our facilities, delays in
expanding production capacity, failure in our manufacturing and
logistics processes, failures in the activities we have
outsourced, and interruptions in the data communication systems
that run our operations. Also, a failure or an interruption
could occur at any stage of our product creation, manufacturing
and delivery processes, resulting in our products and solutions
not meeting our and our customers quality, safety,
security and other requirements, or being delivered late
compared to our own estimates or customer requirements, which
could have a material adverse effect on our business, our
results of operations and reputation, and the value of the Nokia
brand.
We depend on a limited number of suppliers for the timely
delivery of components and sub-assemblies and for their
compliance with our supplier requirements, such as our and our
customers product quality, safety, security and other
standards. Their failure to do so could materially adversely
affect our ability to deliver our products and solutions
successfully and on time.
Our manufacturing operations depend to a certain extent on
obtaining adequate supplies of fully functional components and
sub-assemblies on a timely basis. In mobile devices, our
principal supply requirements are for electronic components,
mechanical components and software, which all have a wide range
of applications in our products. Electronic components include
integrated circuits, microprocessors, standard components,
memory devices, cameras, displays, batteries and chargers while
mechanical components include covers, connectors, key mats and
antennas. Software includes various third-party software that
enables various new features and applications to be added, like
third-party e-mail, into our products. In networks business,
components and sub-assemblies sourced and manufactured by
third-party suppliers include Nokia-specific integrated circuits
and radio frequency components; servers; sub-assemblies such as
printed wire board assemblies, filters, combiners and power
units; and cabinets.
In addition, a particular component may be available only from a
limited number of suppliers. Suppliers may from time to time
extend lead times, limit supplies or increase prices due to
capacity constraints or other factors, which could adversely
affect our ability to deliver our products and solutions on a
timely basis. Moreover, a component supplier may fail to meet
our supplier
20
requirements, such as, most notably, our and our customers
product quality, safety, security and other standards, and
consequently some of our products may be unacceptable to us and
our customers, or may fail to meet our own quality controls. In
addition, a component supplier may experience delays or
disruption to its manufacturing processes or financial
difficulties. Any of these events could delay our successful
delivery of products and solutions that meet our and our
customers quality, safety, security and other
requirements, or otherwise materially adversely affect our sales
and our results of operations. Also, our reputation and brand
value may be materially adversely affected due to real or merely
alleged failures in our products and solutions. See
Item 4.B Business OverviewProduction for
a more detailed discussion about our production activities.
Possible consolidation among our suppliers could potentially
result in larger suppliers with stronger bargaining power and
limit the choice of alternative suppliers, which could lead to
an increase in the cost, or limit the availability, of
components that may materially adversely affect our sales and
profitability.
Many of the production sites of our suppliers are geographically
concentrated. In the event that any of these geographic areas is
generally affected by adverse conditions that disrupt production
and/or deliveries from any of our suppliers, this could
adversely affect our ability to deliver our products and
solutions on a timely basis, which may materially adversely
affect our sales and profitability.
The global networks business relies on a limited number of
customers and large multi-year contracts. Unfavorable
developments under such a contract or in relation to a major
customer may adversely and materially affect our sales, our
results of operations and cash flow.
Large multi-year contracts, which are typical in the networks
industry, include a risk that the timing of sales and results of
operations associated with these contracts will differ from what
was expected when we first entered into such contracts.
Moreover, such contracts usually require the dedication of
substantial amounts of working capital and other resources,
which impacts our cash flow negatively. Any non-performance by
us under these contracts may have significant adverse
consequences for us because network operators have demanded and
may continue to demand stringent contract undertakings, such as
penalties for contract violations.
Furthermore, the number of our customers may diminish due to
operator consolidation. This will increase our reliance on fewer
larger customers, which may negatively impact our bargaining
position, sales and profitability.
Our sales derived from, and assets located in, emerging
market countries may be materially adversely affected by
economic, regulatory and political developments in those
countries or by other countries imposing regulations against
imports to such countries. As sales from these countries
represent a significant portion of our total sales, economic or
political turmoil in these countries could materially adversely
affect our sales and results of operations. Our investments in
emerging market countries may also be subject to other risks and
uncertainties.
We generate sales from and have manufacturing facilities located
in various emerging market countries. Sales from these countries
represent a significant portion of our total sales and these
countries represent a significant portion of the expected
industry growth. Accordingly, economic or political turmoil in
these countries could materially adversely affect our sales and
results of operations. Our investments in emerging market
countries may also be subject to risks and uncertainties,
including unfavorable taxation treatment, exchange controls,
challenges in protecting our intellectual property rights,
nationalization, inflation, currency fluctuations, or the
absence of, or unexpected changes in, regulation as well as
other unforeseeable operational risks. See Note 2 to our
consolidated financial statements included in Item 18 of
this annual report on
Form 20-F for more
detailed information on geographic location of net sales to
external customers, segment assets and capital expenditures.
21
We are developing a number of our new products and
solutions together with other companies. If any of these
companies were to fail to perform, we may not be able to bring
our products and solutions to market successfully or in a timely
way and this could have a material adverse effect on our sales
and profitability.
We invite the providers of technology, components or software to
work with us to develop technologies or new products and
solutions. These arrangements involve the commitment by each
company of various resources, including technology, research and
development efforts, and personnel. Although the objective of
these arrangements is a mutually beneficial outcome for each
party, our ability to introduce new products and solutions that
meet our and our customers quality, safety, security and
other standards successfully and on schedule could be hampered
if, for example, any of the following risks were to materialize:
the arrangements with the companies that work with us do not
develop as expected; the technologies provided by the companies
that work with us are not sufficiently protected or infringe
third parties intellectual property rights in a way that
we cannot foresee or prevent; the technologies, products or
solutions supplied by the companies that work with us do not
meet the required quality, safety, security and other standards
or customer needs; our own quality controls fail; or the
financial condition of the companies that work with us
deteriorates.
Our operations rely on complex and highly centralized
information technology systems and networks. If any system or
network disruption occurs, this reliance could have a material
adverse impact on our business and results of operations.
Our operations rely to a significant degree on the efficient and
uninterrupted operation of complex and highly centralized
information technology systems and networks, which are
integrated with those of third parties. Any failure or
disruption of our current or future systems or networks could
have a material adverse effect on our operations, sales and
operating results. Furthermore, any data leakages resulting from
information technology security breaches could also adversely
affect us.
All information technology systems are potentially vulnerable to
damage or interruption from a variety of sources. We pursue
various measures in order to manage our risks related to system
and network disruptions, including the use of multiple suppliers
and available information technology security. However, despite
precautions taken by us, an outage in a telecommunications
network utilized by any of our information technology systems,
attack by a virus or other event that leads to an unanticipated
interruption of our information technology systems or networks
could have a material adverse effect on our business and results
of operations.
Our sales, costs and results are affected by exchange rate
fluctuations, particularly between the euro, which is our
reporting currency, and the US dollar, the Chinese yuan, the UK
pound sterling and the Japanese yen, as well as certain other
currencies.
We operate globally and are therefore exposed to foreign
exchange risks in the form of both transaction risks and
translation risks. Our policy is to monitor and hedge exchange
rate exposure, and we manage our operations to mitigate, but not
to eliminate, the impacts of exchange rate fluctuations. Our
sales and results may be materially affected by exchange rate
fluctuations. Similarly, exchange rate fluctuations may also
materially affect the US dollar value of any dividends or other
distributions that are paid in euro. For more information, see
Item 5.A Operating ResultsCertain Other
FactorsUnited States Dollar, Item 5.A
Operating ResultsResults of OperationsExchange
Rates and Item 11. Quantitative and Qualitative
Disclosures About Market Risk.
Providing customer financing or extending payment terms to
customers can be a competitive requirement and could adversely
and materially affect our results of operations, financial
condition and cash flow.
Customers in some markets sometimes require their suppliers,
including us, to arrange or provide financing in order to obtain
sales or business. Moreover, they may require extended payment
terms. In some cases, the amounts and duration of these
financings and trade credits, and the associated
22
impact on our working capital, may be significant. Defaults
under these financings have occurred in the past and may also
occur in the future.
Customer financing continues to be requested by some operators
in some markets, but to a considerably lesser extent and with
considerably lower importance than in the late 1990s and early
2000s. As a strategic market requirement, we plan to continue to
arrange and facilitate financing to our customers, and provide
financing and extended payment terms to a small number of
selected customers. Extended payment terms may continue to
result in a material aggregate amount of trade credits, but the
associated risk is mitigated by the fact that the portfolio
relates to a variety of customers. We cannot guarantee that we
will be successful in providing needed financing to customers.
Also, our ability to manage our total customer finance and trade
credit exposure depends on a number of factors, including our
capital structure, market conditions affecting our customers,
the level of credit available to us and our ability to mitigate
exposure on acceptable terms. We cannot guarantee that we will
be successful in managing the challenges connected with the
total customer financing and trade credit exposure that we may
from time to time have. See Item 4.B Business
OverviewNetworks, Item 5.B Liquidity and
Capital ResourcesStructured Finance, and
Notes 8 and 37(b) to our consolidated financial statements
included in Item 18 of this annual report on
Form 20-F for a
more detailed discussion of issues relating to customer
financing, trade credits and related commercial credit risk.
Allegations of possible health risks from the
electromagnetic fields generated by base stations and mobile
devices, and the lawsuits and publicity relating to them,
regardless of merit, could negatively affect our operations by
leading consumers to reduce their use of mobile devices, or by
leading regulatory bodies to set arbitrary use restrictions and
exposure limits, or by causing us to allocate additional
monetary and personnel resources to these issues.
There has been public speculation about possible health risks to
individuals from exposure to electromagnetic fields from base
stations and from the use of mobile devices. While a substantial
amount of scientific research conducted to date by various
independent research bodies has indicated that these radio
signals, at levels within the limits prescribed by safety
standards set by and recommendations of public health
authorities, present no adverse effect on human health, we
cannot be certain that future studies, irrespective of their
scientific basis, will not suggest a link between
electromagnetic fields and adverse health effects that would
adversely affect our sales and share price. Research into these
issues is ongoing by government agencies, international health
organizations and other scientific bodies in order to develop a
better scientific and public understanding of these issues.
Over the past six years Nokia has been involved in several class
action matters alleging that Nokia and other manufacturers and
cellular service providers failed to properly warn consumers of
alleged potential adverse health effects and failed to package
headsets with every handset to reduce the potential for alleged
adverse health effects. All but two of these cases have been
withdrawn or dismissed. The remaining cases are before the US
District Court for the District of Maryland in Baltimore,
Maryland. Nokia and the other defendants have filed a Motion to
Dismiss and a request to defer the issues in the case to the US
Federal Communications Commission. In addition, Nokia and other
mobile device manufacturers and cellular service providers have
been named in five lawsuits by individual plaintiffs who allege
that radio emissions from mobile phones caused or contributed to
each plaintiffs brain tumor. Those cases are before the
District of Columbia courts.
Although Nokia products and solutions are designed to meet all
relevant safety standards and recommendations globally, no more
than a perceived risk of adverse health effects of mobile
communications devices could adversely affect us through a
reduction in sales of mobile devices or increased difficulty in
obtaining sites for base stations, and could have a negative
effect on our reputation and brand value as well as harm our
share price.
23
An unfavorable outcome of litigation could materially
impact our business, financial condition or results of
operations.
We are a party to lawsuits in the normal course of our business.
Litigation can be expensive, lengthy and disruptive to normal
business operations. Moreover, the results of complex legal
proceedings are difficult to predict. An unfavorable resolution
of a particular lawsuit could have a material adverse effect on
our business, operating results, or financial condition.
If we are unable to recruit, retain and develop
appropriately skilled employees, our ability to implement our
strategies may be hampered and, consequently, our results of
operations may be materially harmed.
We must continue to recruit, retain and through constant
competence training develop appropriately skilled employees with
a comprehensive understanding of our businesses and
technologies. As competition for skilled personnel remains keen,
we seek to create a corporate culture that encourages creativity
and continuous learning. We are also continuously developing our
compensation and benefits policies and taking other measures to
attract and motivate skilled personnel. Nevertheless, we have
encountered in the past, and may encounter in the future,
shortages of appropriately skilled personnel, which may hamper
our ability to implement our strategies and materially harm our
results of operations.
Changes in various types of regulation in countries around
the world could have a material adverse effect on our
business.
Our business is subject to direct and indirect regulation in
each of the countries in which we, the companies with which we
work or our customers do business. As a result, changes in
various types of regulations applicable to current or new
technologies, products or services could affect our business
adversely. For example, it is in our interest that the Federal
Communications Commission maintains a regulatory environment
that ensures the continued growth of the wireless sector in the
United States. In addition, changes in regulation affecting the
construction of base stations and other network infrastructure
could adversely affect the timing and costs of new network
construction or expansion and the commercial launch and ultimate
commercial success of these networks.
Moreover, the implementation of new technological or legal
requirements, such as the requirement in the United States that
all handsets must be able to indicate their physical location,
could impact our products and solutions, manufacturing or
distribution processes, and could affect the timing of product
and solution introductions, the cost of our production, products
or solutions as well as their commercial success. Finally,
export control, tariffs or other fees or levies imposed on our
products, environmental, product safety and security and other
regulations that adversely affect the export, import, pricing or
costs of our products and solutions, as well as new services
related to our products, could adversely affect our net sales
and results of operations.
The impact of these changes in regulation could affect our
business adversely even though the specific regulations do not
always directly apply to us or our products and solutions.
See Item 4.B Business OverviewGovernment
Regulation for a more detailed discussion about the impact
of various regulations.
ITEM 4. INFORMATION ON THE COMPANY
4.A History and Development of the Company
Nokia is the worlds largest manufacturer of mobile devices
and a leader in mobile networks. Nokia offers consumers a wide
range of mobile devices, and increasingly we are providing
consumers with experiences in music, navigation, video, TV,
imaging, games and business mobility through these devices.
Nokia also provides equipment, solutions and services for
network operators, service providers and corporations.
24
For 2006, Nokias net sales totaled
EUR 41.1 billion (USD 54.3 billion) and net
profit was EUR 4.3 billion
(USD 5.7 billion). At the end of 2006, we employed
68 483 people and had production facilities in nine
countries, sales in more than 150 countries, and a global
network of sales, customer service and other operational units.
History
During our 140 year history, Nokia has evolved from its
origins in the paper industry to become a world leader in mobile
communications. Today, approximately 850 million people
from virtually every demographic segment of the population use
Nokia mobile devices for communications, business and
entertainment, and as luxury items.
The key milestones in our history are as follows:
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In 1967, we took our current form as Nokia Corporation, a
corporation under the laws of the Republic of Finland. This was
the result of the merger of three Finnish companies: Nokia AB, a
wood-pulp mill founded in 1865; Finnish Rubber Works Ltd, a
manufacturer of rubber boots, tires and other rubber products
founded in 1898; and Finnish Cable Works Ltd, a manufacturer of
telephone and power cables founded in 1912. |
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Nokia entered the telecommunications equipment market in 1960,
when an electronics department was established at Finnish Cable
Works to concentrate on the production of radio-transmission
equipment. |
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Regulatory and technological reforms have played a role in our
success. Deregulation of the European telecommunications
industries since the late 1980s has stimulated competition and
boosted customer demand. |
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In 1982, we introduced the first fully-digital local telephone
exchange in Europe, and in that same year we introduced the
worlds first car phone for the Nordic Mobile Telephone
analogue standard. |
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The technological breakthrough of GSM, which made more efficient
use of frequencies and had greater capacity in addition to
high-quality sound, was followed by the European resolution in
1987 to adopt GSM as the European digital standard by
July 1, 1991. |
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The first GSM call was made with a Nokia phone over the
Nokia-built network of a Finnish operator called Radiolinja in
1991, and in the same year Nokia won contracts to supply GSM
networks in other European countries. |
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In the early 1990s, we made a strategic decision to make
telecommunications our core business, with the goal of
establishing leadership in every major global market. Basic
industry and
non-telecommunications
operationsincluding paper, personal computer, rubber,
footwear, chemicals, power plant, cable, aluminum and television
businesseswere divested during the period from 1989 to
1996. As a result, our organization evolved to consist of two
main business groups, Nokia Mobile Phones and Nokia Networks. |
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Mobile communications evolved rapidly during the 1990s and early
2000s, creating new opportunities for devices in entertainment
and enterprise use. |
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In January 2004, Nokia reorganized into four business
groupsMobile Phones, Multimedia, Enterprise Solutions and
Networksto further align the companys overall
structure with its strategy; to better position each business
group to meet the specific needs of new and increasingly diverse
market segments; to increase Nokias operational
efficiency; and to maintain economies of scale. |
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On June 19, 2006, Nokia and Siemens announced plans to
combine Nokias networks business and Siemens
carrier-related operations for fixed and mobile networks to form
a new company called Nokia Siemens Networks, owned by Nokia and
Siemens and consolidated by Nokia. The new company is expected
to begin operations around the end of March 2007. |
25
Organizational structure
In 2006, Nokia had four business groups: Mobile Phones,
Multimedia, Enterprise Solutions and Networks, which are
described in more detail below. Around the end of March 2007,
our Networks business group is expected to become part of a new
company, Nokia Siemens Networks, owned by Nokia and Siemens and
consolidated by Nokia. Unless otherwise indicated, all
references in this annual report on
Form 20-F to
Networks are to our Networks business group prior to
the formation of Nokia Siemens Networks. For more
information on Nokia Siemens Networks, see Item 4.B
Business OverviewNokia Siemens Networks.
Various horizontal groups support and service Nokias
business groups. These horizontal groups are reported under
common group functions.
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Customer and Market Operations is responsible for sales and
marketing, manufacturing and logistics, and sourcing and
procurement for mobile devices from Mobile Phones, Multimedia
and Enterprise Solutions. |
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Technology Platforms delivers leading technologies and platforms
to Nokias business groups and external customers. |
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Various other Nokia-wide horizontal units drive and manage
specific Nokia assets. These include Brand and Design, Developer
Support, Research and Venturing, and Business Infrastructure. |
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Corporate Functions supports Nokias businesses with
company-wide strategies and services. |
For a breakdown of our net sales and other operating results by
category of activity and geographical location, see Note 2
to our consolidated financial statements included in
Item 18 of this annual report on
Form 20-F.
Other
Nokia is not a capital-intensive company, but rather invests in
research and development, marketing, and building the Nokia
brand. We expect the amount of capital expenditure during 2007
to be approximately EUR 700 million, and to be funded
from our cash flow from operations. This estimate for 2007 does
not include the full impact of Nokia Siemens Networks. During
2006, Nokias capital expenditures totaled
EUR 650 million, compared with
EUR 607 million in 2005. For further information
regarding capital expenditures see Item 5.A Operating
Results and for a description of capital expenditures by
business segment see Note 2 to our consolidated financial
statements included in Item 18 of this annual report on
Form 20-F.
Nokia maintains listings on four major securities exchanges. The
principal trading markets for the shares are the Helsinki Stock
Exchange, in the form of shares, and the New York Stock
Exchange, in the form of American Depositary Shares, or ADSs. In
addition, our shares are listed on the Frankfurt stock exchange,
and Stockholm stock exchange in the form of Swedish Depository
Receipts, or SDRs. In January 2007, Nokia announced that it has
decided to apply for the delisting of Nokia SDRs from the
Stockholm Stock Exchange and the estimated last day of trading
of Nokia SDRs on the Stockholm Stock Exchange is June 1,
2007.
Nokias principal executive office is located at
Keilalahdentie 4, P.O. Box 226,
FIN-00045 Nokia Group,
Espoo, Finland and our telephone number is
+358 (0) 7 1800-8000.
4.B Business Overview
Strategy
The strategy Nokia established in 2006 focuses on five key areas:
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Create winning devices |
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Embrace consumer Internet services |
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Deliver enterprise solutions |
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Build scale in networks |
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Expand professional services |
In addition, Nokia invests in and prioritizes three strategic
assets:
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Brand and design |
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Customer engagement and fulfillment |
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Technology and architecture |
Mobile Devices
The mobile communications industry has evolved rapidly during
the past 15 years. While today mobile devices are still
used primarily for voice and text message communication, people
increasingly also use them to take and send pictures, listen to
music, record video, watch TV, play games, surf the Internet,
check e-mail, manage their schedules, browse and create
documents, and more. This trend where mobile devices
increasingly support the features of single-purposed product
categories such as music players, cameras, pocketable computers
and gaming consoles is often referred to as digital
convergence. Multifunctional mobile devices, which are often
called converged devices, smartphones, or multimedia computers,
typically feature computer-like and consumer electronics-like
hardware and software.
A persons choice of mobile device is influenced by a
number of factors, including their purchasing power, brand
awareness, technological prowess, fashion consciousness and
lifestyle. The global market for mobile devices thus comprises
many different consumer groups, which is why Nokia believes that
in order to meet our customers needs we need to have a
competitive product portfolio with devices that are preferred to
those of our competitors. For Nokia, this means offering a broad
and balanced range of commercially appealing mobile devices with
attractive aesthetics, design, features and functionality for
all major consumer segments and price points. This is supported
by the Nokia brand, and the Nokia Nseries, the Nokia Eseries and
Vertu sub-brands, as well as the quality of our products and our
competitive cost structure.
Today, Nokias mobile devices are produced by our Mobile
Phones and Multimedia business groups, as well as the Mobile
Devices unit of our Enterprise Solutions business group. Nokia
devices are primarily based on the GSM/EDGE, 3G/WCDMA and CDMA
global cellular standards, and also increasingly feature
non-cellular, near-range technologies such as Bluetooth and
WLAN. In 2006, we announced a total of 49 new mobile
devices.
The total mobile device volume of Nokia during 2006 was
347 million units, representing growth of 31% compared with
2005. Based on an estimated global market volume for mobile
devices of 978 million units for 2006, our estimated global
market share was 36% for 2006, compared with an estimated 33%
for 2005. This further strengthens Nokias leadership of
the global device market a position the company has
held since 1998.
In 2006, Nokia shipped a total of 39 million converged
devices, approximately 140 million devices with an
integrated digital camera, and close to 70 million music
enabled devices. This makes us the leader in the converged
device segment and the worlds largest manufacturer of
cameras and digital music players.
Mobile Phones
Mobile Phones connects people by providing expanding mobile
voice and data capabilities across a wide range of mobile
devices. We primarily target high-volume sales of mainstream
mobile devices where we believe that design, brand, ease of use
and price are our customers most important considerations.
Increasingly, our products include new features with mass market
appeal, such as
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megapixel cameras and music players. We currently offer mobile
phones and devices based on GSM/EDGE, 3G/WCDMA and CDMA.
Mobile Phones has five business units: Broad Appeal, Lifestyle
Products, Entry, CDMA and Vertu.
Broad Appeal focuses on the Nokia 6000 family of
mid-range products where the balance between price,
functionality and style is key. The vast majority of the mobile
device models in Nokias portfolio fall into this category.
Broad Appeal devices typically have mainstream features,
including for example megapixel cameras, music players and
advanced messaging capabilities. Highlights from 2006 include:
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The formation in the fourth quarter of a Nokia research and
development unit in San Diego, USA, dedicated to the North
American market, with a specific focus on Broad Appeal products. |
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Announcement and first shipments of Nokias first Universal
Mobile Access, or UMA, products, the Nokia 6136 and Nokia 6086. |
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The strengthening of Mobile Phones mid-range offering with the
announcement and first shipments of several GSM quadband
(850/900/1800/1900) models, such as the Nokia 6125,
Nokia 6131 and Nokia 6133. |
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The strengthening of Mobile Phones WCDMA offering with the
announcement and first shipments of the Nokia 6151 and
Nokia 6288; the first shipments of the Nokia 6233 and
Nokia 6234; and the announcement of the Nokia 6290. |
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Announcement of the thin and stylish Nokia 6300. |
Lifestyle Products concentrates on top-end devices for
consumers who value higher-quality materials, design and
features. These devices, which are in the Nokia 8000, 7000,
5000 and 3000 product families, are targeted at specified
fashion, sports and music driven consumer segments. Highlights
from 2006 include:
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The refreshment of the look and feel of the popular Nokia 8800
with the announcement and first shipments of the Nokia 8800
Sirocco Edition, featuring a sliding stainless steel case. |
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Announcement and first shipments of the
LAmour II collection of fashion-inspired
mobile phones, in three different form factors and two distinct
color schemes, including Nokias first fashion 3G phone. |
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The expansion of Nokias range of music-optimized devices
with the announcement and first shipments of the Nokia 5300
XpressMusic, Nokia 5200 and Nokia 3250 XpressMusic. |
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A new edition to Nokias active product
offering with the announcement and first shipments of the
Nokia 5500 Sport, a smartphone with a sleek, sporty design
and athletic lifestyle appeal. |
Entry addresses markets where we believe there is
potential for growth and where mobile penetration levels are
relatively low. Our aim is to provide affordable mobile phones
while cooperating with local mobile operators to offer solutions
designed for a low total cost of ownership. Entry devices, which
are in the Nokia 1000 and 2000 product families, have voice
capability, basic messaging and calendar features, and
increasingly color displays and radios. Highlights from 2006
include the following products targeted at different low-end
price points:
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The refreshment of the popular Nokia 1100 series with the
announcement and first shipments of the Nokia 1110i and
Nokia 1112 black and white display models. |
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Announcement and first shipments of the Nokia 2310,
Nokia 2610 and Nokia 2626 color display models,
widening Nokias color screen product offering for entry
users. |
CDMA supports operators that use CDMA technology, mainly
in the United States, Venezuela, Brazil, India, Indonesia and
China. In 2006, CDMA industry device volumes represented
approximately 16% of total industry device volumes.
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In early 2006, Nokia and SANYO conducted negotiations to form a
new jointly-owned CDMA mobile device company, but in June 2006
the parties announced that they had concluded it was more
beneficial to pursue other options individually for their CDMA
handset businesses. Working together with co-development
partners, Nokia now intends to selectively participate in key
CDMA markets, with a special focus on North America, China and
India. Accordingly, Nokia is ramping down its CDMA research,
development and production, which will cease by April 2007.
Vertu focuses on establishing a luxury mobile phone
category with handcrafted, luxury communications products. Vertu
handsets are sold at more than 350 points of sales in over
40 countries. Recent announcements include:
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Vertus third collection, Constellation, available in
18 carat yellow gold or stainless steel, and with a variety
of leather trims and bezel finishes. |
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The third limited edition in the Ascent Collection, celebrating
the legendary racetracks of the world, and a Collectors
limited edition box set featuring all six limited edition
handsets in a specially designed carbon fiber and titanium box. |
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The 2006 Signature Diamond Collection, including a limited
edition handset in collaboration with French jeweler Boucheron. |
Multimedia
Multimedia gives people the ability to create, access,
experience and share multimedia in the form of advanced mobile
multimedia computers and applications with connectivity over
multiple technology standards. Multimedia aims to take advantage
of digital convergence by capturing value from traditional
single-purposed product categories including music
players, cameras, pocketable computers and gaming
consoles by bringing the functionalities of these
devices into our devices. An integral part of our strategy is
for our multimedia computers to be the devices of choice for
people participating in the Web 2.0 phenomenon, where
people can create and share their experiences through online
communities.
In 2006, we continued to build the Nokia Nseries sub-brand and
multimedia computer category by bringing new products and
applications to the market. Nokia Nseries multimedia computers
offer consumers the ability to record video and still pictures,
print-quality images, watch TV, listen to music, access the web
and e-mail, and make
phone calls. In addition to supporting 3G/WCDMA connectivity,
certain Nokia Nseries multimedia computers also feature
non-cellular connectivity, including WLAN, FM radio, Digital
Video
Broadcasting-Handheld
(DVB-H), and Bluetooth.
In 2006, Multimedia also continued sales of pre-Nokia Nseries
multipurpose mobile devices, such as the Nokia 7610 and
Nokia 6600.
Multimedia highlights from 2006 include:
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In the third quarter, we announced the acquisitions of Loudeye,
a global leader in digital music platforms and digital media
distribution services, and gate5, a leading supplier of mapping,
routing and navigation software and services. The acquisitions,
both of which were completed during the fourth quarter 2006, are
intended to accelerate the development of Nokias music and
location-based experiences for consumers. |
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Strong consumer demand for Nokia Nseries multimedia computers,
including the Nokia N70, Nokia N72 and Nokia N73. |
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Shipments from the third quarter of the Nokia N93, the
first Nokia device featuring optical zoom and DVD-like quality
video recording. |
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The announcement of the Nokia N95, featuring support for
high-speed mobile connectivity over HSDPA and WLAN and a Global
Positioning System with the Maps application. |
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Shipments from the second quarter of the Nokia N91,
featuring a 4GB hard disk and WLAN connectivity. |
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Shipments from the fourth quarter of the Nokia N92,
featuring an integrated DVB-H receiver that enables broadcast TV
services on a mobile device. |
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In the third quarter, we launched the Nokia podcasting
application, which enables people to discover and download
Internet-based podcasts directly to their Nokia Nseries
multimedia computer. We also launched Music Recommenders, an
online music community, in the fourth quarter 2006. |
Multimedia has two main entities responsible for the development
of its products and related experiences: Multimedia Computers
and Multimedia Experiences. In addition, Multimedia has one
business program, Convergence Products.
Multimedia Computers focuses on managing, delivering and
expanding the Nokia Nseries multimedia computer portfolio, as
well as developing accessory products and car communications
solutions.
Multimedia Experiences develops multimedia applications
and solutions in the following areas:
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Imaging: We are developing photo and video applications for
Nokia Nseries multimedia computers that allow easy capturing,
editing, printing, sharing and storing of photos and video. |
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Music: We are developing music applications and features that
allow people to discover, purchase, enjoy and manage music on
their Nokia Nseries devices and on personal computers. |
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Internet and computing: We are developing applications for Nokia
Nseries multimedia computers in the areas of Internet services,
software additions and personal organizers. |
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TV and video: We are developing applications for the DVB-H
standard, as well as applications that allow easy downloading
and streaming of Internet-based video. |
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Games: We are developing the N-Gage platform and N-Gage Arena
gaming community, as well as the Nokia SNAP mobile gaming
platform, to support a broader population of Java-based mobile
phones. During 2007 we plan to expand the
N-Gage multiplayer
platform to various Nokia S60 based devices. |
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Navigation and search: We are developing search, maps and other
location-based applications. |
Convergence Products develops and drives technologies and
products based on Internet Protocol (IP) applications and
multiradio connectivity. Sales of the first device from this
program, the Nokia 770 Internet Tablet, continued in 2006.
Based on the open source Linux operating system, the
Nokia 770 is a non-cellular device optimized for Internet
communications. Key applications include Internet browsing and
e-mail. In January 2007, Nokia launched the second product from
this program, the Nokia N800 Internet Tablet.
Enterprise Solutions
Enterprise Solutions offers businesses and institutions a broad
range of products and solutions, including enterprise-grade
mobile devices, underlying security infrastructure, software and
services. Our aim is to provide connectivity to our customers
regardless of their choice of mobile device or IT system.
Enterprise Solutions collaborates with a range of companies to
provide fixed IP network security, mobilize corporate e-mail and
other IT systems, and extend corporate telephone systems to
Nokias mobile devices.
Enterprise Solutions highlights from 2006 include:
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Nokia Eseries first shipments Nokia E60,
Nokia E61, Nokia E70, Nokia E50 and
Nokia E62 a range of devices designed for
business users and the IT organizations that support them. The |
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devices differ in terms of physical design and features, and use
a single software platform that can be integrated with different
applications and corporate solutions. |
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In February, Nokia acquired Intellisync Corporation
(Intellisync), which has become an integral part of
the Mobility Solutions unit within Enterprise Solutions. During
the year we further developed the Intellisync device management
software offering, which enables operators to provide mobile
device management services to enterprise customers, and allows
companies to self-manage their mobile devices. |
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Announcement of collaboration on business telephony with
Alcatel. The Intellisync Call Connect solution from Nokia
integrates the Nokia Eseries devices with the Alcatel OmniPCX
telephone switch. |
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Announcement of plans to offer Sourcefires Intrusion
Prevention System in Nokias portfolio of high-performance
IP Security Platforms. |
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The launch of a global Nokia for Business channel program to
enable sales of Nokia products and solutions through
complementary Value Added Reseller, or VAR, systems integrator,
and distributor channels. |
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First shipments of new security appliances for the firewall
market, the IP390 and IP560. |
Enterprise Solutions has four business units: Mobile Devices;
Mobility Solutions; Security and Mobile Connectivity; and Sales,
Marketing and Services.
Mobile Devices
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Produces mobile devices specifically for business use that
address companies security, manageability, cost and
ease-of-use concerns. |
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Our product portfolio contains devices with both cellular
connectivity, such as GSM and 3G/WCDMA, and non-cellular
connectivity, such as WLAN. |
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Our mobile devices support network connectivity, personal
information management and e-mail access, connectivity to IT
infrastructures, device management, and security solutions. |
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Current products include the Nokia E50, Nokia E60,
Nokia E61, Nokia E62, Nokia E65 and Nokia E70, as
well as the Nokia 9300, Nokia 9300i, and the
Nokia 9500 Communicator. |
Mobility Solutions
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Develops software solutions for mobile e-mail, business
telephony, device management and other mobile data services. |
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Under the Intellisync brand name, we deliver wireless e-mail and
other applications over an array of devices and application
platforms across carrier networks. |
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We also work with external vendors such as Good (acquired by
Motorola in January 2007), IBM, Microsoft, Research in Motion,
Seven and Visto to make Nokias mobile devices compatible
with their solutions. |
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We work with leading vendors like Avaya, Alcatel and Cisco to
connect our mobile devices to corporate fixed line telephone
networks, or PBXs, over cellular and WLAN technologies. |
Security and Mobile Connectivity
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Offers a broad range of application and secure connectivity
offerings designed to help companies grant their employees
access to corporate information, and establish secure remote
connections between their corporate network, their offices and
their employees mobile devices and computers. |
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Offerings consist primarily of firewall gateways and
software-based tools that operate with both Nokia and non-Nokia
devices, as well as with other existing IT infrastructures. |
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Nokias security appliances run software from Checkpoint
Corporation and SourceFire. Nokia and Checkpoint have common
distributors, integrators and Value Added Resellers, or VARs,
that integrate Nokia gateways with Checkpoint software for
customers. Nokia also provides end user and reseller support for
these security products. |
Sales, Marketing and Services
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Sales to corporate customers, the management of relationships
with IT distributors, systems integrator and VARs, as well as
specialized sales resources for selling Enterprise Solutions
products to operator customers. |
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Management of the services business, which includes support
services for corporate customers and resellers, as well as
professional services to help corporate customers with more
complex mobility solutions. |
Networks
This section describes our Networks business group through 2006.
Around the end of March 2007, we expect that our networks
business will be conducted through Nokia Siemens Networks, a new
company owned by Nokia and Siemens and consolidated by Nokia.
Networks provides network infrastructure, communications and
networks service platforms, as well as professional services to
operators and service providers. We focus on the GSM family of
radio technologies and aim at leadership in GSM, EDGE and
WCDMA/HSPA networks; core networks with increasing IP and
multi-access capabilities; and professional services. Networks
is also developing mobile WiMAX solutions.
At the end of 2006, Networks had more than 150 customers in over
60 countries, with our systems serving in excess of
400 million subscribers. Networks highlights from 2006
include:
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A EUR 580 million GSM/GPRS network expansion frame
agreement with China Mobile. |
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A contract to deploy 3G/WCDMA for
T-Mobile in the United
States. |
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Major managed services contracts: |
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A USD 400 million network expansion and managed
services contract with Bharti Airtel in India. |
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A USD 230 million managed services deal with Vodafone
Australia. |
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A 5-year managed
services deal with Hutchison Essar Limited in India. |
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The first public references for Nokias innovative Flexi
WCDMA Base Station were announced with TIM Hellas Greece,
Telkomsel Indonesia, Vivatel Bulgaria, Taiwan Mobile, Ukrtelecom
in Ukraine, Wind Italy, Indosat Indonesia and T-Mobile USA. |
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The unveiling of the Nokia Flexi WiMAX Base Station and the
Flexi EDGE Base Station. |
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Expansion of Nokias global footprint for HSDPA, with a
cumulative total of more than 40 customers by the end of 2006. |
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Vodafone Groups selection of Nokia as a preferred supplier
of IP Multimedia Subsystem, or IMS, to Vodafone affiliates
worldwide. |
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A USD 150 million contract with Canadas TELUS to
deploy a next-generation IP broadband access network. |
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Nokia reached the 100th mobile softswitch customer milestone
following a deal with SFR France. |
Networks has three business units: Radio Networks, Core
Networks, and Services. These are supported by Networks Customer
and Market Operations and Delivery Operations.
Radio Networks develops GSM, EDGE and 3G/ WCDMA/ HSPA
radio access networks and cellular transmission for operators
and network providers. It also supports wireless broadband
technologies
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such as WiMAX. The main products offered by Radio Networks are
base stations, base station controllers and cellular
transmission equipment. As data speeds evolve, these products
are increasingly used for data traffic in addition to
traditional wireless voice traffic.
Core Networks develops core network solutions for mobile
and fixed operators. The main products are switches and
different kinds of network servers. Nokias
circuit-switched network solutions are aimed at helping
operators to reduce the cost of providing voice minutes to
subscribers. Nokias new packet-switched core network
solutions bring new functionality to the networks and are
designed to enable operators to more efficiently offer advanced
services such as Voice over IP, or VoIP calls, video sharing,
Unlicensed Mobile Access, or UMA, Presence, and other IP-based
services. Many of Nokias core network products can be used
in both fixed and mobile networks.
Services offers operators a broad range of services, from
network planning, implementation, managed services and
operations outsourcing, to network optimization, care,
consulting and systems integration. Our managed services
business, where we run all or part of an operators
network, has become an increasingly important part of our
services business. By improving and automating operators
processes, our tools and services are designed to assist them in
achieving a higher quality of service with lower operating and
capital expenditures.
Networks Customer and Market Operations deals with
operator customers and is responsible for sales and marketing as
well as for overall customer relationships. The Networks
business group, which has organized its customer business teams
on a regional basis, works in close cooperation with other Nokia
businesses in addressing operator customers. Each of our active
operator customers is supported by a dedicated Nokia account
team. In addition, we have customer executive teams with Nokia
Group Executive Board members as the customer executives for the
largest global operators.
Delivery Operations is responsible for the sourcing,
manufacturing and distribution of network products, in addition
to network delivery and services.
Nokia Siemens Networks
In June 2006, Nokia and Siemens AG (Siemens)
announced plans to form Nokia Siemens Networks that will
combine Nokias networks business and Siemens
carrier-related operations for fixed and mobile networks in a
new company owned approximately 50% by each of Nokia and Siemens
and consolidated by Nokia. The new company is expected to have a
world-class fixed-mobile convergence capability, a complementary
global base of customers, a deep presence in both developed and
emerging markets, and one of the industrys largest and
most experienced service organizations.
Based on the 2005 calendar year, the combined company had EUR
15.8 billion in pro forma annual revenues and is expected
to start operations with approximately 60 000 employees.
Cost synergies are estimated at approximately EUR 1.5 billion
annually by 2010 and are expected to come primarily from the
elimination of overlapping functions, consolidation and better
utilization of sales and marketing organizations, reduction of
overhead costs, sourcing benefits, and greater efficiencies in
R&D. Headcount reductions of approximately 10-15% are
expected over the next four years, but only after Nokia Siemens
Networks has begun operations and the appropriate consultations
are completed according to applicable labor law requirements.
Nokia Siemens Networks operational headquarters will be in
Espoo, Finland, where two of the new companys six business
units are based, and the company will have a regional presence
in Munich, Germany where the other four business units are
based. The business units are: Radio Access, Broadband Access,
Service Core and Applications, IP Networking and Transport,
Operating Support Systems, and Services. Nokia Siemens
Networks Customer and Market Operations will supervise the
new companys regional teams; manage the overall customer
relationship; take responsibility for all services projects and
the companys services portfolio; manage sales of solutions
and the creation of new solutions; and manage the companys
image, branding and positioning. Nokia Siemens Networks will
have a close alliance with Nokias mobile device business
with respect to product and service offerings as well as
customer interface, in which the companies will, for example,
execute a
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joint key customer program. Nokia and Siemens will contribute
certain intellectual property owned by each of them to Nokia
Siemens Networks. Any of Nokias or Siemens retained
IP which is also needed by Nokia Siemens Networks will be
licensed to it, including the names Nokia and
Siemens.
Nokia and Siemens will provide a EUR 1.0 billion
subordinated credit facility to Nokia Siemens Networks, with the
commitment to be split equally, in the form of a three-year
multi-drawn down cash advance non-revolving facility at a
commercial rate of interest. The Board of Directors of Nokia
Siemens Networks will be comprised of seven directors, four
appointed by Nokia and three by Siemens. Nokia will appoint the
CEO of Nokia Siemens Networks.
Nokia Siemens Networks is expected to start its operations
around the end of March, 2007 subject to the satisfaction or
waiver of the conditions to the merger, including achievement of
agreement between Nokia and Siemens on the results and
consequences of a Siemens compliance review, and the agreement
of a number of detailed implementation steps.
See Item 3.D Risk Factors Currently expected
benefits and synergies from forming Nokia Siemens Networks may
not be achieved to the extent or within the time period that is
currently anticipated. We may also encounter costs and
difficulties in integrating our networks operations, personnel
and supporting activities and those of Siemens, which could
reduce or delay the realization of anticipated net sales, cost
savings and operational benefits. See also
Item 3.D Risk Factors The Siemens
carrier-related operations to be transferred to Nokia Siemens
Networks are the subject of various ongoing prosecutorial
investigations related to whether certain transactions and
payments arranged by some current or former employees of those
operations violated applicable laws. As a result of those
investigations, government authorities and others could take
actions against Siemens and/or its employees that may involve
and affect the carrier-related assets and employees transferred
by Siemens to Nokia Siemens Networks, or there may be undetected
additional violations that may have occurred prior to the
transfer, or ongoing violations that may occur after the
transfer, of such assets and employees that could have a
material adverse affect on Nokia Siemens Networks and our
business, results of operations, financial condition and
reputation.
Sales and Marketing
In 2006, Nokias sales and marketing expenditure was EUR
3.3 billion, representing 8.1% of net sales.
Sales
The Customer and Market Operations horizontal group is
responsible for the sales of Nokias mobile devices from
the Mobile Phones, Multimedia and Enterprise Solutions business
groups. Most of our mobile device business derives from sales to
operators, distributors, independent retailers, corporate
customers and end-users. However, the percentage of the total
device volume from each channel varies by region. In the
Asia-Pacific area, distributors and retailers account for more
than half of the total device volume. In China, mobile devices
are sold almost solely through the retail channel. In Europe and
the Middle East & Africa, sales are split approximately
equally between operators and the other channels. In Latin
America and North America, operator sales represent the major
percentage of our sales.
Each of our active operator and distributor customers is
supported by a dedicated Nokia account team. In addition, we
have customer executive teams with Nokia Group Executive Board
members as the customer executives for the largest global
operators, covering both our mobile device and networks
businesses.
We also have specialized sales channels for certain business
groups in order to reach customers in segments where we are
introducing mobility. Each of these channels is specific to, and
managed by, an individual business group. For example,
Enterprise Solutions manages sales of its products and solutions
to certain resellers or systems integrators who contribute
value, such as consulting services or additional software,
before distribution.
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Networks sales channels mainly comprise dedicated account
management teams for operator customers. The account management
teams design solutions and suggest products based on received
and anticipated operator requirements. In addition to the sales
and marketing done within customer teams, Networks uses customer
and industry events, exhibitions, and an established interactive
electronic channel to promote sales of its infrastructure and
related services.
As we are a global company and have sales in most countries of
the world, in 2006 we also had sales to customers in Iran,
Libya, Sudan and Syria. In 2006, we sold mobile devices and
accessories to customers in Iran, Libya, Sudan and Syria. In
addition, we sold network equipment to a customer in Iran. In
2004, we also signed a network sales contract with a customer in
Libya, but that contract had not resulted in any sales by the
end of 2006. Our aggregate sales to customers in Iran, Libya,
Sudan and Syria in 2006 accounted for approximately 1% of our
total revenue, or EUR 402 million. Iran and, to a lesser
extent Syria, are subject to US economic sanctions that are
primarily designed to implement US foreign policy. The US
government has designated Iran, Syria and Sudan as state
sponsors of terrorism.
Marketing
The Business Week and Interbrand annual rating of 2006 Best
Global Brands positioned Nokia as the sixth most valued brand in
the world.
We continued to refresh our brand image in 2006 through a
combination of efforts in design, a broader product portfolio,
and ongoing investment in marketing communication. We also
continued to build on our brands strategic direction,
launching a series of marketing initiatives aimed at solidifying
the consumer experience:
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We introduced a renewed category model to drive product
segmentation and encourage a fundamental change in the way trade
customers and consumers choose and buy our devices
shifting from a product focus to an experience focus. We are now
marketing our devices around four different
categories Live, Connect, Achieve and
Explore with the aim of addressing a specific set of
customer needs and making it easier for consumers to choose a
device aligned with their lifestyle. |
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We continued with our roll-out of Nokia Flagship stores to
improve the consumer retail experience, opening stores in
Chicago, Helsinki, Hong Kong, Mexico City and New York during
2006. |
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We renewed the Nokia website to ensure that our online digital
presence continues to support our consumer relationship
management strategy. Our website records millions of visitors
annually and we believe a world-class online presence plays a
key role in our customer retention efforts. |
Production
Nokia operated 15 manufacturing facilities in nine countries
around the world as of December 31, 2006, for the
production of mobile devices and network infrastructure. The
Customer and Market Operations horizontal group is responsible
for the production of Nokia mobile devices, while the Networks
business group is responsible for the production of network
infrastructure.
Our principal supply requirements are for electronic components,
mechanical components and software.
Mobile Devices
The Customer and Market Operations horizontal group is
responsible for production and logistics for the device
businesses of Mobile Phones, Multimedia and Enterprise
Solutions, including management of the mobile device factories.
The Customer and Market Operations horizontal group is also
responsible for process development in the demand-supply
network, including Enterprise Solutions
35
network security infrastructure business. We consider our mobile
device manufacturing and logistics to be a core competence and
competitive advantage.
Our Customer and Market Operations horizontal group currently
operates ten mobile device manufacturing plants in nine
countries. Our Mexican and Brazilian plants primarily supply the
North and South American markets; our three European plants,
located in Finland, Germany and Hungary, principally supply
Europe, the Middle East and Africa; and our two plants in China,
our plant in India and our plant in South Korea principally
supply the Asia-Pacific market. In addition, we have a
manufacturing plant in the United Kingdom serving Vertu.
Our manufacturing and logistics are complex, require advanced
and costly equipment and include outsourcing to third parties.
During 2006, outsourcing covered on average approximately 26% of
our manufacturing volume of mobile device engines.
In the past several years, we have made significant capital
investments in order to provide the capacity required to meet
demand growth. Each of our plants employs
state-of-the-art
technology and is highly automated. Although our plants
generally manufacture for the cellular standards of local
geographic markets, each plant is capable of providing mobile
devices for most of the worlds major standards. As a
result, we believe we are able to respond rapidly to the needs
of different geographic markets and to take advantage of the
flexibility of a global manufacturing network. In 2006, we were
able to ramp up our production considerably in order to meet the
strongly increased global demand for mobile devices.
In line with industry practice, we source a large proportion of
components for our mobile devices from a global network of
suppliers. These components include electronic components, such
as integrated circuits, microprocessors, memory devices,
cameras, displays, batteries and chargers; and mechanical
components, such as covers, connectors, key mats and antennas.
Our products also incorporate software provided by third
parties. We and our contract manufacturers assemble components
and activate devices with our own and third party software.
Final assembly typically takes place only for firm customer
orders. Certain of the components we source may experience some
price volatility from time to time. Management believes that our
business relationships with our suppliers are stable, and they
typically involve a high degree of cooperation in research and
development, product design and manufacturing. See
Item 3.D Risk FactorsWe depend on a limited
number of suppliers for the timely delivery of components and
sub-assemblies and for their compliance with our supplier
requirements, such as our and our customers product
quality, safety, security and other standards. Their failure to
do so could materially adversely affect our ability to deliver
our products and solutions successfully and on time.
Overall, we aim to manage our inventories to ensure that
production meets demand for our products, while minimizing
inventory-carrying costs. The inventory level we maintain is a
function of a number of factors, including estimates of demand
for each product category, product price levels, the
availability of raw materials, supply-chain integration with
suppliers, and the rate of technological change. From time to
time, our inventory levels may differ from actual requirements.
See Item 3.D Risk FactorsOur sales and results
of operations could be materially adversely affected if we fail
to efficiently manage our manufacturing and logistics without
interruption, or fail to ensure that our products and solutions
meet our and our customers quality, safety, security and
other requirements and are delivered on time.
Networks
At December 31, 2006, the Networks business group had
production at six plants: three in Finland, two in China and one
in India. In line with our strategy to invest resources in key
areas to improve efficiency, in our networks business some
product support activities and over 50% of the whole production
is outsourced.
Nokia generally prefers to have multiple sources for its
components, but Networks sources some components for its
telecommunications systems from a single or a small number of
selected
36
suppliers. As is the case with suppliers to our other business
groups, management believes that these business relationships
are stable and typically involve a high degree of cooperation in
research and development, product design and manufacturing. This
is necessary in order to ensure optimal product
interoperability. See Item 3.D Risk FactorsWe
depend on a limited number of suppliers for the timely delivery
of components and sub-assemblies and for their compliance with
our supplier requirements, such as our and our customers
product quality, safety, security and other standards. Their
failure to do so could materially adversely affect our ability
to deliver our products and solutions successfully and on
time.
Some components and sub-assemblies for Networks products,
including Nokia-specific integrated circuits and radio frequency
components; servers; sub-assemblies such as printed wire board
assemblies, filters, combiners and power units; and cabinets,
are sourced and manufactured by third party suppliers. We then
assemble components and sub-assemblies into final products and
solutions. Our strategy is to focus on core competencies in our
own operations and to work together with world-class companies
outside our core areas. This strategy is designed to increase
our competitiveness in the mobile infrastructure market by
improving our flexibility and reaction speed. Consistent with
industry practice, we manufacture our telecommunications systems
on a contract-by-contract basis.
Technology, Research and Development
Nokias research and development takes place within
Technology Platforms and the four business groups. Nokias
technology strategy is also supported by the Nokia Research
Center and other Nokia-wide horizontal units under the
leadership of Nokias Chief Technology Officer.
Technology Platforms
Technology Platforms manages the delivery of leading
technologies and platforms to Nokias business groups and
external customers through a combination of research and
development, close cooperation with leading technology vendors,
and open source software communities. The technology development
Nokia does on its own is focused on two major areas: chipset
platforms and software platforms.
In chipsets, Technology Platforms ensures the cost effective
implementation of common modules across all Nokia business
groups and the creation of intellectual property rights.
Technology Platforms work encompasses multiradio
technologies such as GSM, EDGE, CDMA, WCDMA, LTE, WiMAX, WLAN,
Bluetooth, NFC and mobile DVB-H.
A second area of focus for Technology Platforms is the
development of software. This encompasses both the software
platforms that enable the implementation of the aforementioned
multiradio technologies, as well as the application software
visible to the end user that enables a consistent user
experience across all Nokia devices. Nokias application
software is publicly branded as S60, the market-leading
smartphone software platform that Nokia uses in its own devices
and also licenses to other mobile device manufacturers.
In order to ensure early access to
state-of-the-art
technologies in areas where Nokia does not do its own research
and development, Technology Platforms puts a significant amount
of effort into technology management. This covers electronic
components, mechanical components and software.
Nokia sees open source development as a way to extend its
research and development and foster innovation, and thus works
with the open source community on several projects. These
include the open source browser for S60, Maemo, URIQA and Python
for S60. In addition, Nokia participates in industry-wide open
source projects, such as the Eclipse Foundation.
Technology Platforms also cooperates with leading industry
players and alliances in creating, for example, standards-based
interfaces, high performance mobile computing, and usability
innovations.
37
Business Groups
Each of Nokias mobile device business groups takes into
account its own customer needs in their product-focused research
and development. They integrate into products and solutions
technologies from their own research and development, from
Technology Platforms and from external vendors.
The Networks business groups research and development work
focuses on GSM, EDGE and 3G/WCDMA radio technologies, wireless
broadband technologies, circuit-switched and IP-based core
networks, and network management. With these investments, Nokia
aims to support the development of existing network
infrastructure solutions as well as implement new solutions to
support future end-user services. Further, we focus on creating
open hardware and software architecture, which results in
research and development costs being spread among industry
players.
Our business groups seek to improve research and development
efficiency and time to market by often basing their products on
the same technologies and platforms. For example, Mobile Phones,
Multimedia and Enterprise Solutions all develop devices based on
the S60 software platform, on top of which they install
applications specific to their business. Multimedia develops
mobile music, imaging and video applications for S60, while the
Enterprise Solutions business group offers a variety of
e-mail solutions that
run on the platform. In addition, all Nokias device
business groups use a common chipset platform. This brings
economies of scale and allows flexibility both in research and
development, and in the management of demand and supply networks.
Nokia Research Center
Looking beyond the development of current products, platforms
and technologies, Nokias corporate research center creates
assets and competencies in technology areas that we believe will
be vital to the companys future success. The Research
Center works closely with Nokias four business groups and
Technology Platforms to develop, for example, leading-edge
mobile and Internet technologies and services. Almost half of
Nokias essential patents are generated by the Nokia
Research Center, among them a new short-range, low-power radio
technology called Wibree that was announced in 2006.
Our global network of relationships with universities and other
industry research and development players expands the scope of
our long-term technology development. Highlights from 2006
include the opening of the Nokia Research Center Cambridge in
Massachusetts, in collaboration with the Massachusetts Institute
of Technology; the establishment of a new Nokia Research Center
site in Palo Alto, California; and a collaboration with Stanford
University.
Design
Nokia takes a human approach to design, with the goal of
creating stylish products that work just the way people like
them to. This ethos is central to our design work and brand.
The companys design process is influenced by the consumer
and their behaviorhow they want a mobile device to look,
function and fit into their lifestyle. We focus on simplicity,
sleek design and ease of use; relevance for specific consumers
and local tastes; and creating compelling multimedia experiences.
Nokia has a multi-disciplinary design team of approximately 250
psychologists, researchers, anthropologists and technology
specialists representing 25 different nationalities. They
are based in China, Europe, Latin America, Japan, the USA and
elsewhere. The team conducts in-depth research and analysis of
consumer trends and behavior, as well as studies new
technologies, materials, shapes and styles.
During 2006, Nokia made a number of changes at its design
organization, including altering the organizations
structure, recruiting new design talent, and announcing the
opening of new Nokia design studios.
38
Competition
Mobile Devices
Mobile device market participants compete mainly on the basis of
the breadth and depth of their product portfolios, design,
price, operational and manufacturing efficiency, technical
performance, distribution, product features, quality, customer
support and brand.
The markets for our products and solutions are intensely
competitive. The competition continues to be intense from both
our traditional competitors in the mobile communications
industry as well as a number of new competitors. Some of these
competitors have used, and we expect will continue to use, more
aggressive pricing strategies, different design approaches and
alternative technologies. In addition, some competitors have
chosen to focus on building products based on commercially
available components, which may enable them to introduce these
products faster and with lower levels of research and
development spending than Nokia.
Historically, our principal competitors in mobile devices have
been other mobile device companies such as BenQ-Siemens, LG,
Motorola, Samsung and Sony Ericsson. Mobile network operators
also offer mobile phones under their own brand, which may result
in increasing competition from non-branded mobile device
manufacturers.
However, we face new competition, particularly in our Multimedia
and Enterprise Solutions business groups, where we compete with
Internet-based products and services, consumer electronics
manufacturers and business device and solution providers. Our
historical competitors are now also expanding into the
enterprise and multimedia areas. Further, as the industry now
includes increasing numbers of participants that provide
specific hardware and software layers within products and
solutions, we compete at the level of these layers rather than
solely at the level of complete products and solutions. Examples
of such layers include operating system and user interface
software, chipsets, and application software. As a result of
these developments, we face new competitors such as, but not
limited to, Apple, Canon, Dell, HP, Microsoft, Palm, Research in
Motion and Sony.
The industry is increasingly complex and challenging, and
vendors need to master many elements in order to succeed. This
is driving a continuing trend towards consolidation among
industry participants. However, it is difficult to predict how
the competitive landscape of the mobile device industry will
develop in the future, as the parameters of competition are less
firmly established than in mature, low-growth industries where
the competitive landscape does not change greatly from year to
year.
See Item 3.D Risk FactorsCompetition in our
industry is intense. Our failure to maintain or improve our
market position and respond successfully to changes in the
competitive landscape may have a material adverse impact on our
business and results of operations.
Infrastructure
In the network infrastructure business, our principal
competitors include Lucent-Alcatel, Ericsson, Huawei, Motorola,
NEC, Nortel, Siemens (until the formation of Nokia Siemens
Networks) and ZTE. In 2006, the competitive environment began to
change with the announcements of the merger of Alcatel and
Lucent and the new company Nokia Siemens Networks. If realized,
this significant consolidation will result in a market led by
three global players followed by a number of smaller regional
network infrastructure providers.
Consolidation has in part been driven by intense competition in
the 2G and the 3G network infrastructure markets. In 2G,
competition is driven by price, solutions that are able to offer
low total cost of ownership, and the vendors ability to
roll-out mobile networks in high-growth markets. In 3G, vendors
compete on the basis of price and track record of network
implementations, as well as in terms of which new technologies
they plan to introduce and when.
39
Our consulting and systems integration business brings us into
direct competition with traditional systems integrators and
consulting companies such as IBM, HP, and Accenture, as well as
a large number of local and regional systems integrators.
On the security infrastructure side of the Enterprise Solutions
business, our principal competitors are Cisco and Juniper
Networks. In software, Enterprise Solutions Intellisync
mobile software offering competes with Visto, Good (acquired by
Motorola in January 2007), RIM and Sybase subsidiary iAnywhere
Solutions.
See Item 3.D Risk FactorsCompetition in our
industry is intense. Our failure to maintain or improve our
market position and respond successfully to changes in the
competitive landscape may have a material adverse impact on our
business and results of operations.
Seasonality
For information on the seasonality of our business, please see
Item 5.A Operating ResultsOverviewCertain
Other FactorsSeasonality.
Patents and Licenses
A high level of investment in research and development and rapid
technological development has meant that the role of
Intellectual Property Rights, or IPR, in our industry has always
been important. Digital convergence, multiradio solutions,
alternative radio technologies, and differing business models
combined with large volumes are further increasing the
complexity and importance of IPR.
The detailed designs of our products are based primarily on our
own research and development work and design efforts, and
generally comply with all relevant and applicable public
standards. We seek to safeguard our investments in technology
through adequate intellectual property protection, including
patents, design registrations, trade secrets, trademark
registrations and copyrights. In addition to safeguarding our
technology advantage, they protect the unique Nokia features,
look and feel, and brand.
Nokia has built its IPR portfolio since the early 1990s,
investing close to EUR 30 billion in research and
development, and we now own more than 11 000 patent families. As
a leading innovator in the wireless space, we have built what we
believe to be one of the strongest and broadest patent
portfolios in the industry, extending across all major cellular
and mobile communications standards, data applications, user
interface features and functions and many other areas. We
receive royalties from certain handset and other vendors under
our patent portfolio.
Nokia is a world leader in the development of the wireless
technologies of GSM/EDGE, 3G/WCDMA, HSPA, OFDM, WiMax, LTE and
TD-SCDMA, and we have a robust patent portfolio in all of those
technology areas, as well as for CDMA2000. We believe our
standards-related essential patent portfolio is one of the
strongest in the industry. In GSM, Nokia has declared more than
250 GSM essential patents with a particular stronghold in codec
technologies and in mobile packet data. Nokias major
contribution to WCDMA development is demonstrated by
approximately 350 essential patent declarations to date. The
number of WCDMA essential patents is expected to increase
further due to the rapid development of higher data rate
technologies, an area where Nokia is a particularly strong
contributor. Additionally, we have successfully expanded our
patent portfolio beyond wireless to other areas like multimedia
technologies and GPS. For example, in October 2006 we signed an
agreement with Trimble, which gives us full access to their
world class GPS patent portfolio for our own unrestricted
use and for sub-licensing purposes in the wireless consumer
product and service space.
Nokia is a holder of numerous essential patents for various
mobile communications standards. An essential patent covers a
feature or function that is incorporated into an open standard
that all manufacturers are required to meet in order to comply
with the standard. In accordance with the
40
declarations we have made and the legal obligations created
under the applicable rules of various standardization bodies,
such as the European Telecommunication Standardization Institute
(ETSI), we are committed to promoting open standards, and to
offering and agreeing upon license terms for our essential
patents on a fair, reasonable and non-discriminatory basis. We
believe that a company should be compensated for its IPR based
on the fundamentals of reasonable cumulative royalty terms and
proportionality: proportionality in terms of the number of
essential patents that a company contributes to a technology,
and proportionality in terms of how important the technology is
to the overall product. Nokia has agreed upon terms of several
license agreements with other companies relating to both
essential and other patents. Many of these agreements are cross
license agreements with major telecommunications companies that
cover broad product areas and provide Nokia with access to
relevant technologies.
With the introduction of new mobile data and other evolving
technologies, such as those enabling multimedia services, our
products and solutions include increasingly complex
technological solutions that incorporate a variety of patented
standardized and proprietary technologies. A 3G/WCDMA mobile
device, for example, may incorporate three times as many
components, including substantially more complex software, as
our 2G/GSM mobile devices. As the number of entrants in the
market grows, as the Nokia product range becomes more
diversified, and as the complexity of the technology increases,
the possibility of alleged infringement and other intellectual
property claims against us increases. As new features are added
to our products and solutions, we are also agreeing upon
licensing terms with a number of new companies in the field of
new evolving technologies. We believe companies like Nokia with
a strong IPR position, cumulative know-how and IPR expertise can
have a competitive advantage in the converging industry, and in
the increasingly competitive marketplace.
In many aspects, the business models for mobile services have
not yet been established. The lack of availability of licenses
for copyrighted content, delayed negotiations, or restrictive
copyright licensing terms may have an adverse effect on the cost
or timing of content related services by us, operators or third
party service providers, and may also indirectly affect the
sales of our mobile devices.
From time to time we are subject to patent infringement claims
from third parties. We believe that, based on industry practice
and applicable legal obligations, any necessary licenses or
rights under patents that we may require can be agreed upon on
terms that would not have a material adverse effect on our
business, results of operations or financial condition.
Nevertheless, in some situations, necessary licenses may not be
available on acceptable commercial terms, if at all. The
inability to obtain necessary licenses on agreed upon terms or
other rights, or the need to engage in litigation, could have a
material adverse effect on our business, results of operations
and financial condition.
See Item 3.D Risk FactorsWe must develop or
otherwise acquire complex, evolving technologies to use in our
business. If we fail to develop or otherwise acquire these
complex technologies as required by the market, with full rights
needed to use in our business, or to protect them, or to
successfully commercialize such technologies as new advanced
products and solutions that meet customer demand, or fail to do
so on a timely basis, this may have a material adverse effect on
our business, our ability to meet our targets and our results of
operations. See also Item 3.D Risk
FactorsOur products and solutions include increasingly
complex technologies some of which have been developed or
licensed to us by certain third parties. As a consequence,
evaluating the rights related to the technologies we use or
intend to use is more and more challenging, and we expect
increasingly to face claims that we have infringed third
parties intellectual property rights. The use of these
technologies may also result in increased licensing costs for
us, restrictions on our ability to use certain technologies in
our products and solution offerings, and/or costly and
time-consuming litigation, which could have a material adverse
effect on our business and results of operations and
Item 3.D Risk FactorsOur products and solutions
include numerous new Nokia patented, standardized, or
proprietary technologies on which we depend. Third parties may
use without a license or unlawfully infringe our intellectual
property or commence actions seeking to establish the
41
invalidity of the intellectual property rights of these
technologies. This may have a material adverse effect on our
results of operations.
Government Regulation
In the United States, our products and solutions are subject to
a wide range of government regulations that might have a direct
impact on our business, including but not limited to regulation
related to product certification, spectrum management, network
neutrality, competition, and environment. For example, it is in
our interest that the Federal Communications Commission
maintains a regulatory environment that ensures the continued
growth of the wireless sector in the United States. In addition,
changes in regulation affecting the construction of base
stations and other network infrastructure could adversely affect
the timing and costs of new network construction or expansion
and the commercial launch and ultimate commercial success of
these networks. We are in continuous dialogue with relevant
United States agencies, regulators and the Congress through our
experts, industry associations and our office in
Washington, D.C.
EU regulation has in many areas a direct effect on the business
of Nokia and our customers within the single market of the
European Union. For example, in the telecommunications sector
the EU has adopted a set of rules that harmonizes the EU Member
States regulatory framework for electronic communication
networks and services, and aims to encourage competition in the
internal electronic communications markets. Also, other
regulatory measures have been taken in recent years in order to
address competitiveness, innovation, intellectual property
rights, consumer protection and environmental policy issues
relating to the sector. We are in a continuous dialogue with the
EU institutions through our experts, industry associations and
our office in Brussels.
Our business is subject to direct and indirect regulation in
each of the countries in which we, the companies with which we
work or our customers do business. As a result, changes in
various types of regulations applicable to current or new
technologies, products or services could affect our business
adversely. Moreover, the implementation of new technological or
legal requirements, such as the requirement in the United States
that all handsets must be able to indicate their physical
location, could impact our products and solutions, manufacturing
or distribution processes, and could affect the timing of
product and solution introductions, the cost of our production,
products or solutions as well as their commercial success.
Finally, export control, tariffs or other fees or levies imposed
on our products, environmental, product safety and security and
other regulations that adversely affect the export, import,
pricing or costs of our products and solutions, as well as new
services related to our products, could adversely affect our net
sales and results of operations.
We are in a continuous dialogue with regulatory bodies through
our experts, industry associations and lobbyists.
Corporate Responsibility
During 2006, Nokia advanced its Corporate Responsibility efforts
in response to feedback from our various stakeholders.
Highlights include:
Environmental activities
In 2006, Nokias environmental strategy continued to focus
on three important areas: materials, energy efficiency and
product take-back.
In materials management, Nokia successfully completed its work
on phasing out hazardous substances as required by the European
Unions RoHS directive (Restriction of Certain Hazardous
Substances). Nokia had a fully RoHS compliant product offering
in the EU well before the July 2006 phase-out deadline.
Furthermore, Nokia aims that all its mobile devices will be EU
RoHS compliant in 2007. In accordance with the precautionary
principle, Nokia works on voluntary initiatives to find safer
alternatives for some materials of concern, for example
brominated flame retardants. A joint
42
industry initative addressing this issue was agreed in September
2006 as a result of Nokias Integrated Product Policy (IPP)
pilot with the EU Commission.
In 2006, Nokia developed a climate strategy covering all key
areas that contribute to the indirect and direct CO2 emissions
of Nokia products and operations. The strategy includes specific
targets to improve the energy efficiency of Nokia products,
operations, offices and sites, as well as an intention to set
energy efficiency requirements for suppliers. Additionally,
Nokia committed to green energy for 25% of its electricity needs
globally.
Nokia continued its efforts to raise consumer awareness on the
collection of used mobile devices for proper recycling. In
addition to specific campaigns on the subject, Nokia works
together with authorities, operators and peer companies in
different parts of the world. Nokia is an active participant in
the MPPI (Mobile Phones Partnership Initiative) under the Basel
Convention, which in November 2006 came out with recommendations
for guidelines on the end-of-life treatment and transboundary
shipment of used mobile devices. The take-back and recycling of
used mobile phones is also addressed in the initiatives agreed
under the Nokia IPP pilot.
In June 2006, Nokia and WWF international renewed their
partnership agreement for a further three years. The parties
will work together in competence development and awareness
building among Nokia employees globally, as well as on joint
initiatives in agreed upon areas.
Community involvement
In cooperation with Grameen Bank, microfinance organizations,
the United Nations, and local governments and entrepreneurs in
Africa, Nokia has helped to create new small businesses and
bring people affordable access to mobile telecommunications
through our Village Phone initiative. Since 2003, this
initiative has created thousands of new businesses in rural
Africa. Our 2006 publication, Toward Universal Access,
provides a roadmap for how multi-stakeholder cooperation can
further efforts to provide rural communities with mobile
communications.
Employees
In 2006, Nokias Global Employment Guidelines document has
been further implemented and our local Human Resources
organizations are working to ensure new local employment
policies are in line with the global principles. The topics of
the guidelines include basic principles related to compensation;
working time and location; employee well-being; equal
opportunities; confidentiality and privacy issues; guidance on
external assignments; instructions for identifying conflicts of
interest; and ways of ensuring efficient communications and
recognition of freedom of association.
Code of Conduct
Nokias Code of Conduct, applicable to all Nokia employees,
gives guidance in different business situations and helps to
build and maintain trust. The Code defines boundaries between
appropriate and inappropriate business behaviour. According to
the Code, Nokia employees must not engage in activities that may
lead to conflicts of interest, such as any agreement or
understanding regarding gifts, hospitality, favors, benefits or
bribes in exchange for gaining or maintaining business.
Following the decision to revise our Code of Conduct in 2005, we
continued the roll out of a significant
e-learning and
communication campaign designed to bring the revised Code of
Conduct to life for our people, as well as to make sure that
everyone in the organization is committed to the Code and its
messages. Currently, the Code of Conduct is available in
31 languages, with an enhanced focus directed towards our
production sites, where
e-learning activities
are less readily available. By the end of 2006, almost 56 000,
or more than 81%, of all Nokia employees, had completed the Code
of Conduct e-learning.
43
4.C Organizational Structure
The following is a list of Nokias significant subsidiaries
as of December 31, 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nokia | |
|
Nokia | |
|
|
Country of |
|
Ownership | |
|
Voting | |
Company |
|
Incorporation |
|
Interest | |
|
Interest | |
|
|
|
|
| |
|
| |
Nokia Inc.
|
|
United States |
|
|
100% |
|
|
|
100% |
|
Nokia GmbH
|
|
Germany |
|
|
100% |
|
|
|
100% |
|
Nokia UK Limited
|
|
England & Wales |
|
|
100% |
|
|
|
100% |
|
Nokia TMC Limited
|
|
South Korea |
|
|
100% |
|
|
|
100% |
|
Nokia Telecommunications Ltd.
|
|
China |
|
|
83.9% |
|
|
|
83.9% |
|
Nokia Finance International B.V.
|
|
The Netherlands |
|
|
100% |
|
|
|
100% |
|
Nokia Komárom Kft
|
|
Hungary |
|
|
100% |
|
|
|
100% |
|
Nokia do Brazil Technologia Ltda
|
|
Brazil |
|
|
100% |
|
|
|
100% |
|
Nokia India Ltd
|
|
India |
|
|
100% |
|
|
|
100% |
|
Nokia Italia S.p.A
|
|
Italy |
|
|
100% |
|
|
|
100% |
|
4.D Property, Plants and Equipment
At December 31, 2006, Nokia operated 15 manufacturing
facilities in nine countries around the world. None of these
facilities is subject to a material encumbrance. The following
is a list of their location, use and capacity.
|
|
|
|
|
|
|
|
|
|
|
Productive | |
|
|
|
|
Capacity, Net | |
Country |
|
Location and Product |
|
(m2)(1) | |
|
|
|
|
| |
BRAZIL
|
|
Manaus (mobile devices) |
|
|
10 973 |
|
CHINA
|
|
Beijing (mobile devices) |
|
|
24 108 |
|
|
|
Dongguan (mobile devices) |
|
|
33 357 |
|
|
|
Suzhou (base stations, cellular network transmission products) |
|
|
7 243 |
|
|
|
Beijing (home location registers, mobile switch centers, base
station controllers) |
|
|
2 118 |
|
FINLAND
|
|
Salo (mobile devices) |
|
|
29 833 |
|
|
|
Rusko (base stations) |
|
|
13 288 |
|
|
|
Espoo (switching systems, base station controllers, transcoders,
radio access products) |
|
|
9 744 |
|
|
|
Limingantulli (plug-in units for both GSM and WCDMA base station
product families) |
|
|
4 587 |
|
GERMANY
|
|
Bochum (mobile devices) |
|
|
34 332 |
|
HUNGARY
|
|
Komárom (mobile devices) |
|
|
30 985 |
|
INDIA
|
|
Chennai (mobile devices, base station controllers) |
|
|
23 770 |
|
MEXICO
|
|
Reynosa (mobile device batteries, mobile devices) |
|
|
23 784 |
|
REPUBLIC OF KOREA
|
|
Masan (mobile devices) |
|
|
34 468 |
|
UNITED KINGDOM
|
|
Fleet (mobile devices) |
|
|
2 728 |
|
|
|
(1) |
Productive capacity equals the total area allotted to
manufacturing and to the storage of manufacturing-related
materials. |
44
ITEM 4A. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
5.A Operating Results
This section begins with an overview of the principal factors
and trends affecting our results of operations. The overview is
followed by a discussion of our critical accounting policies and
estimates that we believe are important to understanding the
assumptions and judgments reflected in our reported financial
results. We then present a detailed analysis of our results of
operations for the last three fiscal years.
In June 2006, Nokia and Siemens announced plans to
form Nokia Siemens Networks that will combine Nokias
networks business and Siemens carrier-related operations
for fixed and mobile networks in a new company owned
approximately 50% by each of Nokia and Siemens and consolidated
by Nokia. Nokia Siemens Networks is expected to start its
operations around the end of March 2007. See Item 4.B
Business Review Nokia Siemens Networks below. All
references in this Item 5 are to our Networks business
group prior to the formation of Nokia Siemens Networks, unless
otherwise indicated.
The following should be read in conjunction with our
consolidated financial statements included in Item 18 of
this annual report on
Form 20-F and
Item 3.D Risk Factors. Our financial statements
and the financial information discussed below have been prepared
in accordance with IFRS. For a discussion of the principal
differences between IFRS and US GAAP, see Results
of Operations Principal Differences between IFRS and US
GAAP below and Note 38 to our consolidated financial
statements.
For the purposes of the discussion under Principal
Factors Affecting our Results of Operations Mobile
Devices and Item 5.C Research and Development,
Patents and Licenses, our mobile device net sales and
costs include the total net sales and costs of the Mobile Phones
and Multimedia business groups, as well as the Mobile Devices
business unit of the Enterprise Solutions business group.
Business segment data in the following discussion and analysis
is prior to inter-segment eliminations. See Note 2 to our
consolidated financial statements included in Item 18 of
this annual report on
Form 20-F.
45
Overview
The following table sets forth the net sales and operating
profit for our business groups for the three years ended
December 31, 2006.
Net Sales and Operating Profit by Business Group
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, | |
|
|
| |
|
|
2006 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
|
Net | |
|
Operating | |
|
Net | |
|
Operating | |
|
Net | |
|
Operating | |
|
|
Sales | |
|
Profit/(Loss) | |
|
Sales | |
|
Profit/(Loss) | |
|
Sales | |
|
Profit/(Loss) | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(EUR millions) | |
Mobile Phones
|
|
|
24 769 |
|
|
|
4 100 |
|
|
|
20 811 |
|
|
|
3 598 |
|
|
|
18 521 |
|
|
|
3 786 |
|
Multimedia
|
|
|
7 877 |
|
|
|
1 319 |
|
|
|
5 981 |
|
|
|
836 |
|
|
|
3 676 |
|
|
|
175 |
|
Enterprise Solutions
|
|
|
1 031 |
|
|
|
(258 |
) |
|
|
861 |
|
|
|
(258 |
) |
|
|
839 |
|
|
|
(210 |
) |
Networks
|
|
|
7 453 |
|
|
|
808 |
|
|
|
6 557 |
|
|
|
855 |
|
|
|
6 431 |
|
|
|
884 |
|
Common Group Expenses
|
|
|
|
|
|
|
(481 |
) |
|
|
|
|
|
|
(392 |
) |
|
|
|
|
|
|
(309 |
) |
Eliminations
|
|
|
(9 |
) |
|
|
|
|
|
|
(19 |
) |
|
|
|
|
|
|
(96 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
41 121 |
|
|
|
5 488 |
|
|
|
34 191 |
|
|
|
4 639 |
|
|
|
29 371 |
|
|
|
4 326 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For 2006, our net sales increased 20% to EUR 41
121 million compared with EUR 34 191 million in
2005. Our net sales in 2005 increased 16% compared with
EUR 29 371 million in 2004. At constant currency,
group net sales would have grown 17% between 2005 and 2006, and
20% between 2004 and 2005. Our operating profit for 2006
increased 18% to EUR 5 488 million compared with EUR
4 639 million in 2005. Our operating profit in 2005
increased by 7% from EUR 4 326 million in 2004. Our
operating margin was 13.3% in 2006, compared with 13.6% in 2005
and 14.7% in 2004.
The following table sets forth the distribution by geographical
area of our net sales for the three years ended
December 31, 2006.
Percentage of Nokia Net Sales by Geographical Area
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, | |
|
|
| |
|
|
2006 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
Europe
|
|
|
38% |
|
|
|
42% |
|
|
|
42% |
|
Middle East & Africa
|
|
|
13% |
|
|
|
13% |
|
|
|
12% |
|
China
|
|
|
13% |
|
|
|
11% |
|
|
|
10% |
|
Asia-Pacific
|
|
|
20% |
|
|
|
18% |
|
|
|
16% |
|
North America
|
|
|
7% |
|
|
|
8% |
|
|
|
12% |
|
Latin America
|
|
|
9% |
|
|
|
8% |
|
|
|
8% |
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
100% |
|
|
|
100% |
|
|
|
100% |
|
|
|
|
|
|
|
|
|
|
|
The 10 markets in which Nokia generated the greatest net sales
in 2006 were, in descending order of magnitude, China, the US,
India, the United Kingdom, Germany, Russia, Italy, Spain,
Indonesia and Brazil, together representing 51% of total
net sales in 2006. In comparison, the 10 markets in which
Nokia generated the greatest net sales in 2005 were China, the
US, the United Kingdom, India, Germany, Russia, Italy, Spain,
Saudi Arabia and France, together representing 52% of total net
sales in 2005.
46
Principal Factors Affecting our Results of
Operations
Mobile Devices
Our mobile device sales are derived from the sale of mobile
devices by our Mobile Phones and Multimedia business groups and
by the Mobile Devices business unit of our Enterprise Solutions
business group. Our principal customers are mobile network
operators, distributors, independent retailers, corporate
customers and consumers. Our product portfolio covers all major
user segments and price points from entry-level to mid-range and
high-end devices offering voice, data, multimedia and business
applications.
The following table sets forth Nokias estimates for the
global mobile device market volumes and
year-on-year growth
rate by geographic area for the three years ended
December 31, 2006.
Global Mobile Device Market Volume by Geographic
Area
Based on Nokias Estimates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended | |
|
|
|
Year Ended | |
|
|
|
Year Ended | |
|
|
December 31, | |
|
Change (%) | |
|
December 31, | |
|
Change (%) | |
|
December 31, | |
|
|
2006 | |
|
2005 to 2006 | |
|
2005 | |
|
2004 to 2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(Units in millions, except percentage data) | |
Europe
|
|
|
276 |
|
|
|
16 |
% |
|
|
238 |
|
|
|
20 |
% |
|
|
198 |
|
Middle East & Africa
|
|
|
106 |
|
|
|
68 |
% |
|
|
63 |
|
|
|
62 |
% |
|
|
39 |
|
China
|
|
|
129 |
|
|
|
29 |
% |
|
|
100 |
|
|
|
19 |
% |
|
|
84 |
|
Asia-Pacific
|
|
|
189 |
|
|
|
27 |
% |
|
|
149 |
|
|
|
18 |
% |
|
|
126 |
|
North America
|
|
|
160 |
|
|
|
13 |
% |
|
|
142 |
|
|
|
16 |
% |
|
|
122 |
|
Latin America
|
|
|
118 |
|
|
|
15 |
% |
|
|
103 |
|
|
|
39 |
% |
|
|
74 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
978 |
|
|
|
23 |
% |
|
|
795 |
|
|
|
24 |
% |
|
|
643 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
According to Nokias estimates, in 2006 the global device
market volume grew by 23% to 978 million units, a record
for the industry, compared with an estimated 795 million
units in 2005. This growth was driven primarily by the strong
new subscriber growth in the emerging markets like Middle
East & Africa, emerging Asia-Pacific and China.
Developed market device volumes were driven primarily by
replacement sales. In those markets replacement was driven
primarily by device features such as color screens, camera,
music players, WCDMA and overall aesthetics. The emerging
markets accounted for an increased proportion of industry device
volumes in 2006, compared to 2005.
The following table sets forth Nokias mobile device
volumes and
year-on-year growth
rate by geographic area for the three years ended
December 31, 2006.
Nokia Mobile Device Volume by Geographic Area
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended | |
|
|
|
Year Ended | |
|
|
|
Year Ended | |
|
|
December 31, | |
|
Change (%) | |
|
December 31, | |
|
Change (%) | |
|
December 31, | |
|
|
2006 | |
|
2005 to 2006 | |
|
2005 | |
|
2004 to 2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(Units in millions, except percentage data) | |
Europe
|
|
|
99.6 |
|
|
|
13 |
% |
|
|
88.5 |
|
|
|
28 |
% |
|
|
69.2 |
|
Middle East & Africa
|
|
|
53.2 |
|
|
|
36 |
% |
|
|
39.2 |
|
|
|
41 |
% |
|
|
27.8 |
|
China
|
|
|
51.0 |
|
|
|
56 |
% |
|
|
32.6 |
|
|
|
72 |
% |
|
|
18.9 |
|
Asia-Pacific
|
|
|
79.8 |
|
|
|
65 |
% |
|
|
48.4 |
|
|
|
39 |
% |
|
|
34.8 |
|
North America
|
|
|
25.3 |
|
|
|
(2 |
)% |
|
|
25.8 |
|
|
|
(10 |
)% |
|
|
28.8 |
|
Latin America
|
|
|
38.6 |
|
|
|
27 |
% |
|
|
30.4 |
|
|
|
8 |
% |
|
|
28.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
347.5 |
|
|
|
31 |
% |
|
|
264.9 |
|
|
|
28 |
% |
|
|
207.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In our Mobile Phones, Multimedia and Enterprise Solutions
business groups, mobile device volumes were up 31% in 2006
compared to 2005, reaching 347 million units, a new annual
volume record for
47
Nokia. Based on our market estimate, Nokias market share
grew to 36% in 2006, compared to 33% in 2005. In 2006, we
estimated Nokia to be the market leader in Europe, Asia-Pacific
and Latin America. Nokia was also the market leader in the
fastest growing markets of the world, including China, Middle
East & Africa, South East Asia-Pacific and India, as
well as in WCDMA technology. In one of the fastest growing
segments of the market, converged devices (smartphones),
Nokias estimated share was approximately 50% in 2006.
Nokia believes that successfully competing in the mobile device
industry is increasingly challenging, as industry participants
need to master many elements in order to win. The increasing
industry complexity and challenges of mastering the essential
elements efficiently are driving a continuing trend of
consolidation. As a demonstration of this consolidation, the
market share of the top five competitors increased from less
than 70% in 2000 to more than 85% by the end of 2006.
During 2006, Nokia gained device market share in China,
Asia-Pacific and Latin America. In China, Nokia had another year
of excellent market share gains driven by its extensive
distribution system, broad product portfolio, brand and a
continued push into smaller cities and rural markets.
Nokias healthy market share gains in Asia-Pacific were
driven by gains in South East Asia-Pacific, and we also
benefited from our strong position in the fastest growing
markets like India. In Asia-Pacific, Nokia continued to benefit
from its brand, broad product portfolio and extensive
distribution system. In Latin America, Nokias 2006 market
share gains were driven by gains in markets like Brazil, Mexico
and Argentina. Nokias strength in Latin America was
especially driven by its strong entry-level product portfolio
and improving mid-range offering.
In Europe, we estimated that our market share was down slightly
in 2006. Nokia 2006 share gains in markets like Italy,
Russia, Spain and in WCDMA technology were offset by share
declines in other European markets, including the United
Kingdom, as a result of the intense competitive environment.
In Middle East & Africa, our volume growth was below
regional industry volume growth resulting in a loss of market
share, while the overall high growth of the area and
Nokias strong market position positively contributed to
our global volume growth. Nokia continues to benefit in Middle
East & Africa from its brand, broad product portfolio
and extensive distribution system.
In North America, conditions remained difficult. In 2006, the
continued lack of broad acceptance of certain products in our
portfolio, and lower volumes in our CDMA business in the fourth
quarter, resulted in our volumes and market share declining
compared to 2005.
Nokias device ASP (average selling price) in 2006 was
EUR 96, declining 7% from EUR 103 in 2005.
Nokias device ASP in 2004 was EUR 110. Industry ASPs
declined in 2006, driven primarily by the strong device volume
growth in the emerging markets, which have lower ASPs. For
Nokia, the ASP decline was driven primarily by the growth of our
market share in these emerging markets, in addition to which
certain high-end products in our portfolio were not viewed as
sufficiently competitive in various markets.
Ongoing factors affecting our performance in mobile
devices
Nokias performance in the mobile device business is
determined by its ability to satisfy the competitive and complex
requirements of the market. Nokia will need to continue to
leverage and in some cases improve its competitive advantages of
scale, brand, manufacturing and logistics, technology, broad
product portfolio, cost structure, quality and IPR. Nokias
huge scale contributes to its low cost structure. Brand is a
major differentiating factor in the device industry, having
broad effects on market share and pricing. The device business
is a consumer business and Nokia has the sixth most valuable
brand in the world (Interbrand 2006).
Nokia makes over 10 devices per second in its nine main device
manufacturing facilities globally. Nokia also enjoys a world
class logistics and distribution system. In terms of technology,
Nokia believes it needs to develop, master, integrate and own
relevant technology. This allows it to drive down manufacturing
costs and also benefit from technology evolutions and
discontinuities in terms of margin and market share.
48
Nokias broad product portfolio allows it to serve all the
relevant segments of the market. Quality is extremely important
to the consumer and Nokia believes that its quality is world
class. Having high quality products is important because it is a
key determinant for consumer purchasing behavior and also a
critical element in managing costs effectively. Finally, of
critical importance, is investing in R&D to develop a
healthy, broad, cost advantageous IPR portfolio.
Our device net sales are driven by factors such as the global
mobile device market volumes, the value of the mobile device
market, Nokia market share development and Nokia ASPs.
The global mobile device market volume is driven by the number
of new subscribers (net adds) and the degree to which existing
mobile subscribers replace their mobile devices with new
devices. New subscriber growth, particularly in emerging
markets, is impacted primarily by lower cost of ownership,
driven by lower priced tariffs and lower cost mobile devices.
The replacement market is driven by the introduction of devices
that are attractive to end-users in terms of design, features,
functionality and aesthetics. Nokia estimates that the
replacement market will represent over 65% of the device
industry volumes in 2007, compared with over 60% in 2006. In
2007, we expect the most important drivers of the replacement
market will continue to be purchases of devices with color
screens, cameras, music players, WCDMA and other general
aesthetics drivers. We also expect that push email, mobile TV
and navigation services will be significant drivers of the
replacement market in the future, but not in 2007. Replacement
volumes in the emerging markets are having an increasingly
significant impact on the global market. In emerging markets,
replacements accounted for approximately 60% of total mobile
device volumes in 2006, up from approximately 50% in 2005. We
are also seeing anecdotal evidence that some consumers in the
emerging markets are upgrading into higher priced devices when
they replace their devices.
Industry volume growth is also influenced by, among other
factors, regional economic factors; regional political
environment; consumer spending patterns; competitive pressures;
regulatory environments; the timing and success of product and
service introductions by various market participants, including
mobile network operators; the commercial acceptance of new
mobile devices, technologies and services; and operators
and distributors financial situations. Industry volumes
are also affected by the level of mobile device subsidies that
mobile network operators are willing to offer to end users in
the markets where subsidies are prevalent.
Nokia expects industry mobile device volumes in 2007 to grow by
up to 10% from the approximately 978 million units Nokia
estimates for 2006. We expect the volume growth in 2007 to be
above 15% in Asia-Pacific, China, and Middle East &
Africa, and below 10% in Europe, Latin America and North
America. Nokia forecasts that the three billion mobile
subscriptions mark will be reached in 2007. Nokia expects the
device industry to experience value growth in 2007, but expects
some decline in industry ASPs, primarily reflecting the
increasing impact of the emerging markets and competitive
factors in general.
Nokia device net sales growth is impacted by Nokia market share
development. Market share is driven by our ability to have a
competitive product portfolio with attractive aesthetics,
design, features and functionality for all major consumer
segments and price points. Market share is also impacted by our
brand, quality, distribution, ability to deliver, competitive
cost structure and how we differentiate our products from those
of our competitors. Nokia market share is also impacted by the
growth of our accessible market and mix of the global markets.
In 2006, for example, Nokia global device market share benefited
from Nokias strong share in the fastest growing segments
of the global market, such as India, Middle and East Africa.
Nokia is targeting device market share gains in 2007. We believe
that our global share should again benefit in 2007 from our
strong, leading position in the emerging markets, which is
estimated to again grow significantly faster in 2007 than the
developed markets, and our strong position in the fastest
growing markets globally. Nokia market share in 2007 is also
expected to benefit from our strong share in the fastest growing
technologies of GSM and WCDMA. GSM and WCDMA are estimated to
again grow significantly faster than CDMA in 2007. Nokia also
sees sales growth opportunities in
49
capturing value from other markets by bringing enhanced mobile
experiences to consumers, such as, mobile photography, mobile
music and location based service. Nokia believes there is
significant sales growth potential in bringing mobility to
enterprises where the market is still at the early stages of
development.
Nokia device net sales are also impacted by device ASPs. ASPs
are impacted by overall industry dynamics, in particular the
growth of the emerging markets as previously discussed, and
competitive factors in general. Nokias ASPs may also be
impacted by its own product mix, for example the proportion of
low-end, mid-range and high-end devices, as well as the overall
competitiveness of our product portfolio.
There are several factors that drive our profitability in
devices, beyond the drivers of device net sales already
discussed. Scale, operational efficiency and cost control have
been and are expected to continue to be important factors
affecting Nokias profitability and competitiveness. Our
mobile device product costs are comprised of the cost of
components, manufacturing labor and overhead, royalties and
license fees, the depreciation of product machinery, logistics
costs, cost of excess and obsolete inventory, as well as
warranty and other quality costs.
Efficiency of operating expense is also an important driver for
device profitability. For 2006 and 2005, research and
development expenses represented approximately 7% and 9%,
respectively, of mobile device net sales. We exceeded our target
which was to lower our mobile device R&D expenses/net sales
ratio to 8% by the end of 2006. In 2006, the sales and marketing
costs related to mobile devices were EUR 2.6 billion
compared with EUR 2.4 billion in 2005. In an effort to
continue to improve our efficiency, Nokia targets an improvement
in the ratio of overall Nokia gross margin to R&D expenses
and an improvement in the ratio of overall Nokia gross margin to
sales and marketing expenses in 2007, compared to 2006.
Infrastructure
Our Networks business group provides network infrastructure,
communications and networks service platforms, as well as
professional services to operators and service providers. At the
end of 2006, Networks had more than 150 customers in over 60
countries, with our systems serving in excess of
400 million subscribers. Nokia Networks customers are
primarily mobile network operators.
The following table sets forth the global mobile infrastructure
market size by geographic area, based on Nokias estimates,
for the three years ended December 31, 2006. Nokias
estimate of the value of the mobile infrastructure market
includes sales of mobile infrastructure equipment and related
services for all cellular standards.
Global Mobile Infrastructure Market Size by Geographic
Area
Based on Nokias Estimates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended | |
|
|
|
Year Ended | |
|
|
|
Year Ended | |
|
|
December 31, | |
|
Change (%) | |
|
December 31, | |
|
Change (%) | |
|
December 31, | |
|
|
2006 | |
|
2005 to 2006 | |
|
2005 | |
|
2004 to 2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(EUR billions, except percentage data) | |
Europe
|
|
|
14.0 |
|
|
|
1 |
% |
|
|
13.9 |
|
|
|
9 |
% |
|
|
12.8 |
|
Middle East & Africa
|
|
|
5.8 |
|
|
|
28 |
% |
|
|
4.5 |
|
|
|
15 |
% |
|
|
3.9 |
|
China
|
|
|
5.9 |
|
|
|
1 |
% |
|
|
5.8 |
|
|
|
(9 |
)% |
|
|
6.3 |
|
Asia-Pacific
|
|
|
13.1 |
|
|
|
32 |
% |
|
|
9.9 |
|
|
|
20 |
% |
|
|
8.2 |
|
North America
|
|
|
10.1 |
|
|
|
(8 |
)% |
|
|
10.9 |
|
|
|
11 |
% |
|
|
9.9 |
|
Latin America
|
|
|
3.8 |
|
|
|
(11 |
)% |
|
|
4.3 |
|
|
|
21 |
% |
|
|
3.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
52.7 |
|
|
|
7 |
% |
|
|
49.3 |
|
|
|
10 |
% |
|
|
44.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In 2006, according to Nokias estimates, the size of the
mobile infrastructure market increased 7% from 2005, while in
2005 it increased by approximately 10% from 2004 in euro terms.
Subscriber
50
growth combined with increased voice usage in some markets was
the main driver for the 2006 market growth. Growth in the
developed market was driven by 2G capacity increases and
investments in 3G also contributed positively to market growth
in Western Europe, Asia-Pacific and the US. Growth in the
developing market was impacted by rapid subscriber growth,
resulting in capacity increases and new network build outs.
The following table sets forth Networks net sales by geographic
area for the three years ended December 31, 2006.
Networks Net Sales by Geographic Area
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended | |
|
|
|
Year Ended | |
|
|
|
Year Ended | |
|
|
December 31, | |
|
Change (%) | |
|
December 31, | |
|
Change (%) | |
|
December 31, | |
|
|
2006 | |
|
2005 to 2006 | |
|
2005 | |
|
2004 to 2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(EUR millions, except percentage data) | |
Europe
|
|
|
2 707 |
|
|
|
(4 |
)% |
|
|
2 813 |
|
|
|
1 |
% |
|
|
2 774 |
|
Middle East & Africa
|
|
|
546 |
|
|
|
99 |
% |
|
|
274 |
|
|
|
(13 |
)% |
|
|
316 |
|
China
|
|
|
885 |
|
|
|
27 |
% |
|
|
695 |
|
|
|
(20 |
)% |
|
|
872 |
|
Asia-Pacific
|
|
|
1 758 |
|
|
|
47 |
% |
|
|
1 197 |
|
|
|
27 |
% |
|
|
942 |
|
North America
|
|
|
758 |
|
|
|
(7 |
)% |
|
|
816 |
|
|
|
(19 |
)% |
|
|
1 008 |
|
Latin America
|
|
|
799 |
|
|
|
5 |
% |
|
|
762 |
|
|
|
47 |
% |
|
|
520 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
7 453 |
|
|
|
14 |
% |
|
|
6 557 |
|
|
|
2 |
% |
|
|
6 432 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ongoing factors affecting our performance in
infrastructure
Nokias performance in the infrastructure business is
determined by its ability to satisfy the competitive and complex
requirements of the market. Nokia will need to continue to
leverage and in some cases improve the competitive advantages it
believes it has of scale, technology, product portfolio and cost
structure in order to maintain or improve its position in the
market.
Networks net sales depend on the mobile infrastructure
market, which is driven primarily by network operator
investments, the pricing environment, Nokias market share
and product mix. In the developed markets, operator investments
are primarily driven by capacity upgrades which are
driven by greater usage of the networks both for
voice calls and for data usage. Also in the developed markets,
operator investments are driven by 3G/WCDMA deployments. Much of
the initial deployments of WCDMA have been done and additional
deployments in 2007 will happen in regions where it has yet to
occur such as the US. The next phase of WCDMA
deployments will happen as the need for WCMDA capacity grows. In
developing markets, the principal factors influencing operator
investments are the growth in mobile usage and the growth in
number of subscribers.
Nokia expects slight growth in the mobile and fixed
infrastructure and related services market in euro terms in
2007. We expect the market to be driven by continuing subscriber
growth, growing minutes of use, technology evolution and the
growth of the services market.
Networks net sales are also impacted by pricing developments.
Like our mobile device business, the products and solutions
offered by our Networks business are subject to price erosion
over time, largely as a result of technology maturation and
competitive forces in the market. Networks sales are also
affected by the product mix, the mix of hardware sales, software
sales and services sales. Net sales can also be impacted by
regional mix, the mix of developed and emerging markets. Network
services sales also have an impact on net sales.
There are several factors that drive our profitability in
Networks. First are the drivers of Networks net sales as already
discussed. Scale, operational efficiency and cost control have
been and will continue to be important factors affecting
Nokias profitability and competitiveness. Our Network
product costs are comprised of the cost of components,
manufacturing labor and overhead, royalties and license fees,
the depreciation of product machinery, logistics costs as well
as warranty and other
51
quality costs. Networks profitability is also impacted by the
pricing environment, product mix and regional mix.
In an effort to drive our share and accelerate consolidation of
the market we have prioritized seeking share gains at
established operators. However, these actions have resulted in
lower margins or losses initially. In the last few years, we
have also prioritized Networks sales into the emerging
markets. Networks net sales in the primarily emerging markets of
Asia-Pacific, Latin America and Middle East & Africa
grew from 28% in 2004 to 42% in 2006 of Networks total net
sales. In India, for example, over the last two years our
estimated market share has increased from the single digits to
close to 30% in 2006. During the same two year period, Europe
was down from 43% to 36% of Networks total net sales. Emerging
markets, initially and in general, carry lower than average
gross margins for Networks. In addition to growth in emerging
markets, Networks services business including services
related software, which also carries a lower gross margin than
equipment sales, continued to grow in 2006.
We believe the current and continuing dynamics in the
infrastructure market provide further validation for the
creation of Nokia Siemens Networks. This merger is designed to
provide the new company with needed scale and a more competitive
convergence portfolio, and we believe it will further spur
industry consolidation. The scale advantages of the merger,
coupled with the significant restructure program planned, are
expected to deliver margin benefits leading to improved
profitability. See Item 4.B Business Overview
Nokia Siemens Networks for a more detailed discussion on
Nokia Siemens Networks.
Efficiency of operating expense is also an important driver for
Networks profitability. For 2006 and 2005, the research and
development, or R&D, expenses represented approximately 16%
and 18%, respectively, of Networks net sales. We did not reach
our target to lower our Networks R&D expenses/net sales
ratio to 14% by the end of 2006. In 2006, the sales and
marketing costs related to Networks were
EUR 544 million compared with
EUR 475 million in 2005. In an effort to continue to
improve our efficiency, Nokia targets an improvement in the
ratio of overall Nokia gross margin to R&D expenses and an
improvement in the ratio of overall Nokia gross margin to sales
and marketing expenses in 2007, compared to 2006.
Nokia medium term financial targets
In November 2006, Nokia set a target of Nokia-level
operating margin of 15% during the next one to two years. This
target revised the one to two year 17% operating margin target
Nokia set in December 2005, primarily due to Nokias
increased exposure to the infrastructure market following the
expected start of operations of Nokia Siemens Networks. In
November 2006, Nokia also set a Nokias device (Mobile
Phones and Multimedia combined) operating margin target of 17%
during the next one to two years. This target revised the one to
two year 17%-18% device operating margin target Nokia set in
December 2005.
Subsequent Event
In June 2006, Nokia and Siemens A.G. (Siemens)
announced plans to form Nokia Siemens Networks that will combine
Nokias networks business and Siemens carrier-related
operations for fixed and mobile networks in a new company owned
by Nokia and Siemens. Nokia and Siemens will each own
approximately 50% of Nokia Siemens Networks. However, Nokia will
effectively control Nokia Siemens Networks as it has the ability
to appoint key officers and the majority of the members of its
Board of Directors. Accordingly, Nokia will consolidate Nokia
Siemens Networks.
Nokia Siemens Networks operating margin target is 10% plus
during the next one to two years as from the start of
operations. Nokia Siemens Networks aims to achieve a double
digit operating margin within its first 12 months of
operations, before restructuring charges.
Nokia Siemens Networks is expected to start its operations
around the end of March 2007 subject to the satisfaction or
waiver of the conditions to the merger, including achievement of
agreement
52
between Nokia and Siemens on the results and consequences of a
Siemens compliance review, and the agreement of a number of
detailed implementation steps.
The Group is in the process of evaluating the net assets
acquired and expects to finalize the purchase price allocation
and to realize a gain on this transaction during 2007.
See Item 4 Business Overview Nokia Siemens
Networks for more information on Nokia Siemens Networks.
Certain Other Factors
United States Dollar
In 2006, the US dollar depreciated against the euro by
11.4% (when measured year-end rate compared to the year-end rate
for the previous year). When measured by the average rate used
to record transactions in foreign currency for accounting
purposes for the year compared with the corresponding rate for
the previous year, the US dollar appreciated against the
euro by 0.7% in 2006. The stronger US dollar on average had a
slight positive impact on our net sales expressed in euros
because approximately 50% of our net sales are generated in US
dollars and currencies closely following the US dollar. However,
the average appreciation of the US dollar also contributed to a
higher average product cost as approximately 50% of the
components we use are sourced in US dollars. To mitigate the
impact of changes in exchange rates on net sales as well as
average product cost, we hedge all material transaction
exposures on a gross basis. All in all, the average appreciation
of the US dollar had a slightly positive impact on our operating
profit in 2006. For more information, see Results of
Operations Exchange Rates below.
Finnish Corporate Tax Rate
Effective January 1, 2005, the Finnish corporate tax rate
was reduced by 3 percentage points from 29% to 26%. This
reduction had a significant favorable impact on Nokias net
profit in 2005 as more than half of Nokias profit before
tax has been generated in Finland. See also Note 12 to our
consolidated financial statements for a further discussion of
our income taxes.
Seasonality
Our device sales are somewhat affected by seasonality.
Historically, the first quarter of the year was the lowest
quarter of the year, while the fourth quarter was the strongest
quarter. This was mainly due to the effect of holiday sales. The
second quarter of the year was another high season, as consumers
in the Northern Hemisphere prepared for summer vacations. The
third quarter was usually slower than the second and fourth
quarters, as consumers postponed purchases until the
year-end holiday season.
However, we have seen a trend towards less seasonality. We still
continue to see the fourth quarter as our strongest quarter,
while the differences between the three other quarters have
begun to moderate. This trend has resulted, first, from the fact
that the purchasing behavior of first-time mobile device buyers
tends to be more seasonal than that of people who are replacing
their device for a new model. Because replacement sales comprise
an increasing percentage of sales, the seasonality of mobile
device sales has decreased. The trend towards less seasonality
has also been aided by an increase of our geographical sales
reach. The times at which people give gifts vary across the
world, and as our global sales coverage increases, this softens
the seasonality of sales. However, as we still continue to see
our strongest sales in the fourth quarter, we believe that they
are still supported by the year-end and holiday seasonality.
Our infrastructure business has also experienced some
seasonality during the last few years. Sales have been higher in
the last quarter of the year compared with the first quarter of
the following year, due to operators planning, budgeting
and spending cycle.
53
Accounting developments
The International Accounting Standards Board, or IASB, has and
will continue to critically examine current International
Financial Reporting Standards, or IFRS, with a view toward
increasing international harmonization of accounting rules. This
process of amendment and convergence of worldwide accounting
rules continued in 2006 resulting in amendments to the existing
rules effective from January 1, 2007 and additional
amendments effective the following year. These are discussed in
more detail under New IFRS standards and revised
IAS standards in Note 1 to our consolidated
financial statements included in Item 18 of this annual
report on
Form 20-F. There
were no material IFRS accounting developments adopted in 2006.
Critical Accounting Policies
Our accounting policies affecting our financial condition and
results of operations are more fully described in Note 1 to
our consolidated financial statements included in Item 18
of this annual report on
Form 20-F. Certain
of Nokias accounting policies require the application of
judgment by management in selecting appropriate assumptions for
calculating financial estimates, which inherently contain some
degree of uncertainty. Management bases its estimates on
historical experience and various other assumptions that are
believed to be reasonable under the circumstances, the results
of which form the basis for making judgments about the reported
carrying values of assets and liabilities and the reported
amounts of revenues and expenses that may not be readily
apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.
Nokia believes the following are the critical accounting
policies and related judgments and estimates used in the
preparation of its consolidated financial statements. We have
discussed the application of these critical accounting estimates
with our Board of Directors and Audit Committee.
Revenue recognition
Revenue from the majority of the Group is recognized when
persuasive evidence of an arrangement exists, delivery has
occurred, the fee is fixed or determinable, collectibility is
probable and the significant risks and rewards of ownership have
transferred to the buyer. The remainder of revenue is recorded
under the percentage of completion method.
Mobile Phones, Multimedia and certain Enterprise Solutions and
Networks revenue is generally recognized when persuasive
evidence of an arrangement exists, delivery has occurred, the
fee is fixed or determinable, collectibility is probable and
significant risks and rewards of ownership have transferred to
the buyer. This requires us to assess at the point of delivery
whether these criteria have been met. When management determines
that such criteria have been met, revenue is recognized. Nokia
records estimated reductions to revenue for special pricing
agreements, price protection and other volume based discounts at
the time of sale, mainly in the mobile device business. Sales
adjustments for volume based discount programs are estimated
based largely on historical activity under similar programs.
Price protection adjustments are based on estimates of future
price reductions and certain agreed customer inventories at the
date of the price adjustment. An immaterial part of the revenue
from products sold through distribution channels is recognized
when the reseller or distributor sells the product to the
end-user. Service revenue is generally recognized on a straight
line basis over the specified period unless there is evidence
that some other method better represents the stage of
completion. Except for separately licensed software solutions
and certain Networks equipment, the company generally
considers the software content of its products or services to be
incidental to the products or services as a whole.
Networks revenue and cost of sales from contracts involving
solutions achieved through modification of complex
telecommunications equipment is recognized on the percentage of
completion basis when the outcome of the contract can be
estimated reliably. This occurs when total contract revenue and
the cost to complete the contract can be estimated reliably, it
is probable that economic
54
benefits associated with the contract will flow to the Group,
and the stage of contract completion can be measured. When we
are not able to meet those conditions, the policy is to
recognize revenues only equal to costs incurred to date, to the
extent that such costs are expected to be recovered. Completion
is measured by reference to costs incurred to date as a
percentage of estimated total project costs, the
cost-to-cost method.
The percentage of completion method relies on estimates of total
expected contract revenue and costs, as well as the dependable
measurement of the progress made towards completing the
particular project. Recognized revenues and profit are subject
to revisions during the project in the event that the
assumptions regarding the overall project outcome are revised.
The cumulative impact of a revision in estimates is recorded in
the period such revisions become likely and estimable. Losses on
projects in progress are recognized in the period they become
likely and estimable.
Certain Networks customer contracts and Enterprise
Solutions products may include the provision of separately
identifiable components of a single transaction, for example the
construction of a network solution and subsequent network
maintenance services, or post-contract customer support on
software solutions. Accordingly, for these arrangements, revenue
recognition requires proper identification of the components of
the transaction and evaluation of their commercial effect in
order to reflect the substance of the transaction. If the
components are considered separable, revenue is allocated across
the identifiable components based upon relative fair values.
Networks current sales and profit estimates for projects
may change due to the early stage of a
long-term project, new
technology, changes in the project scope, changes in costs,
changes in timing, changes in customers plans, realization
of penalties, and other corresponding factors.
Customer financing
We have provided a limited amount of customer financing and
agreed extended payment terms with selected customers. In
establishing credit arrangements, management must assess the
creditworthiness of the customer and the timing of cash flows
expected to be received under the arrangement. However, should
the actual financial position of our customers or general
economic conditions differ from our assumptions, we may be
required to re-assess the ultimate collectibility of such
financings and trade credits, which could result in a write-off
of these balances in future periods and thus negatively impact
our profits in future periods. Our assessment of the net
recoverable value considers the collateral and security
arrangements of the receivable as well as the likelihood and
timing of estimated collections. See also Note 37(b) to our
consolidated financial statements for a further discussion of
long-term loans to customers and other parties.
Allowances for doubtful accounts
We maintain allowances for doubtful accounts for estimated
losses resulting from the subsequent inability of our customers
to make required payments. If the financial conditions of our
customers were to deteriorate, resulting in an impairment of
their ability to make payments, additional allowances may be
required in future periods. Management specifically analyzes
accounts receivables and historical bad debt, customer
concentrations, customer creditworthiness, current economic
trends and changes in our customer payment terms when evaluating
the adequacy of the allowance for doubtful accounts.
Inventory-related allowances
We periodically review our inventory for excess, obsolescence
and declines in market value below cost and record an allowance
against the inventory balance for any such declines. These
reviews require management to estimate future demand for our
products. Possible changes in these estimates could result in
revisions to the valuation of inventory in future periods.
55
Warranty provisions
We provide for the estimated cost of product warranties at the
time revenue is recognized. Nokias products are covered by
product warranty plans of varying periods, depending on local
practices and regulations. While we engage in extensive product
quality programs and processes, including actively monitoring
and evaluating the quality of our component suppliers, our
warranty obligations are affected by actual product failure
rates (field failure rates) and by material usage and service
delivery costs incurred in correcting a product failure. Our
warranty provision is established based upon our best estimates
of the amounts necessary to settle future and existing claims on
products sold as of the balance sheet date. As we continuously
introduce new products which incorporate complex technology, and
as local laws, regulations and practices may change, it will be
increasingly difficult to anticipate our failure rates, the
length of warranty periods and repair costs. In particular, we
have limited historical experience with actual product warranty
claims relating to the second year of the warranty period on
mobile devices sold within Europe. As we accumulate experience
with actual product warranty claims during this period, we
continue to refine our estimates of the liability that exists on
the date of sale. While we believe that our warranty provisions
are adequate and that the judgments applied are appropriate, the
ultimate cost of product warranty could differ materially from
our estimates. When the actual cost of quality of our products
is lower than we originally anticipated, we release an
appropriate proportion of the provision, and if the cost of
quality is higher than anticipated, we increase the provision.
Provision for intellectual property rights, or IPR,
infringements
We provide for the estimated future settlements related to
asserted and unasserted IPR infringements based on the probable
outcome of each potential infringement.
Our products and solutions include increasingly complex
technologies involving numerous patented and other proprietary
technologies. Although we proactively try to ensure that we are
aware of any patents and other intellectual property rights
related to our products and solutions under development and
thereby avoid inadvertent infringement of proprietary
technologies, the nature of our business is such that patent and
other intellectual property right infringements may and do
occur. Through contact with parties claiming infringement of
their patented or otherwise exclusive technology, or through our
own monitoring of developments in patent and other intellectual
property right cases involving our competitors, we identify
potential IPR infringements.
We estimate the outcome of all potential IPR infringements made
known to us through assertion by third parties, or through our
own monitoring of patent- and other IPR-related cases in
the relevant legal systems. To the extent that we determine that
an identified potential infringement will result in a probable
outflow of resources, we record a liability based on our best
estimate of the expenditure required to settle infringement
proceedings.
Our experience with claims of IPR infringement is that there is
typically a discussion period with the accusing party, which can
last from several months to years. In cases where a settlement
is not reached, the discovery and ensuing legal process
typically lasts a minimum of one year. For this reason, IPR
infringement claims can last for varying periods of time,
resulting in irregular movements in the IPR infringement
provision. In addition, the ultimate outcome or actual cost of
settling an individual infringement may materially vary from our
estimates.
Legal contingencies
As discussed in Item 8.A.7 Litigation and in
Note 31 to the consolidated financial statements, legal
proceedings covering a wide range of matters are pending or
threatened in various jurisdictions against the Group. We record
provisions for pending litigation when we determine that an
unfavorable outcome is probable and the amount of loss can be
reasonably estimated. Due to the inherent uncertain nature of
litigation, the ultimate outcome or actual cost of settlement
may materially vary from estimates.
56
Capitalized development costs
We capitalize certain development costs when it is probable that
a development project will be a success and certain criteria,
including commercial and technical feasibility, have been met.
These costs are then amortized on a systematic basis over their
expected useful lives, which due to the constant development of
new technologies is between two to five years. During the
development stage, management must estimate the commercial and
technical feasibility of these projects as well as their
expected useful lives. Should a product fail to substantiate its
estimated feasibility or life cycle, we may be required to write
off excess development costs in future periods.
Whenever there is an indicator that development costs
capitalized for a specific project may be impaired, the
recoverable amount of the asset is estimated. An asset is
impaired when the carrying amount of the asset exceeds its
recoverable amount. The recoverable amount is defined as the
higher of an assets net selling price and value in use.
Value in use is the present value of discounted estimated future
cash flows expected to arise from the continuing use of an asset
and from its disposal at the end of its useful life. For
projects still in development, these estimates include the
future cash outflows that are expected to occur before the asset
is ready for use. See Note 8 to our consolidated financial
statements.
Impairment reviews are based upon our projections of anticipated
future cash flows. The most significant variables in determining
cash flows are discount rates, terminal values, the number of
years on which to base the cash flow projections, as well as the
assumptions and estimates used to determine the cash inflows and
outflows. Management determines discount rates to be used based
on the risk inherent in the related activitys current
business model and industry comparisons. Terminal values are
based on the expected life of products and forecasted life cycle
and forecasted cash flows over that period. While we believe
that our assumptions are appropriate, such amounts estimated
could differ materially from what will actually occur in the
future. For IFRS, discounted estimated cash flows are used to
identify the existence of an impairment while for US GAAP
undiscounted future cash flows are used. Consequently, an
impairment could be required under IFRS but not under
US GAAP.
Valuation of long-lived and intangible assets and goodwill
We assess the carrying value of identifiable intangible assets,
long-lived assets and goodwill annually, or more frequently if
events or changes in circumstances indicate that such carrying
value may not be recoverable. Factors we consider important,
which could trigger an impairment review, include the following:
|
|
|
|
|
significant underperformance relative to historical or projected
future results; |
|
|
|
significant changes in the manner of our use of the acquired
assets or the strategy for our overall business; and |
|
|
|
significantly negative industry or economic trends. |
When we determine that the carrying value of intangible assets,
long-lived assets or goodwill may not be recoverable based upon
the existence of one or more of the above indicators of
impairment, we measure any impairment based on discounted
projected cash flows.
This review is based upon our projections of anticipated future
cash flows. The most significant variables in determining cash
flows are discount rates, terminal values, the number of years
on which to base the cash flow projections, as well as the
assumptions and estimates used to determine the cash inflows and
outflows. Management determines discount rates to be used based
on the risk inherent in the related activitys current
business model and industry comparisons. Terminal values are
based on the expected life of products and forecasted life cycle
and forecasted cash flows over that period. While we believe
that our assumptions are appropriate, such amounts estimated
could differ materially from what will actually occur in the
future. In assessing goodwill, for IFRS these discounted cash
flows are prepared at a cash generating unit level, and for US
GAAP
57
these cash flows are prepared at a reporting unit level.
Consequently, an impairment could be required under IFRS and not
US GAAP or vice versa. Amounts estimated could differ materially
from what will actually occur in the future.
Fair value of derivatives and other financial instruments
The fair value of financial instruments that are not traded in
an active market (for example, unlisted equities, currency
options and embedded derivatives) are determined using valuation
techniques. We use judgment to select an appropriate valuation
methodology and underlying assumptions based principally on
existing market conditions. Changes in these assumptions may
cause the Group to recognize impairments or losses in the future
periods.
Income taxes
The company is subject to income taxes both in Finland and in
numerous foreign jurisdictions. Significant judgment is required
in determining the provision for income taxes and deferred tax
assets and liabilities recognized in the consolidated financial
statements. We recognize deferred tax assets to the extent that
it is probable that sufficient taxable income will be available
in the future against which the temporary differences and unused
tax losses can be utilized. We have considered future taxable
income and tax planning strategies in making this assessment. We
recognize tax provisions based on estimates and assumptions
when, despite our belief that tax return positions are
supportable, it is more likely than not that certain positions
will be challenged and may not be fully sustained upon review by
tax authorities.
If the final outcome of these matters differs from the amounts
initially recorded, differences will impact the income tax and
deferred tax provisions in the period in which such
determination is made.
Pensions
The determination of our pension benefit obligation and expense
for defined benefit pension plans is dependent on our selection
of certain assumptions used by actuaries in calculating such
amounts. Those assumptions are described in Note 5 to our
consolidated financial statements and include, among others, the
discount rate, expected long-term rate of return on plan assets
and annual rate of increase in future compensation levels. A
portion of our plan assets is invested in equity securities. The
equity markets have experienced volatility, which has affected
the value of our pension plan assets. This volatility may make
it difficult to estimate the long-term rate of return on plan
assets. Actual results that differ from our assumptions are
accumulated and amortized over future periods and therefore
generally affect our recognized expense and recorded obligation
in such future periods. Our assumptions are based on actual
historical experience and external data regarding compensation
and discount rate trends. While we believe that our assumptions
are appropriate, significant differences in our actual
experience or significant changes in our assumptions may
materially affect our pension obligation and our future expense.
Share-based compensation
We have various types of equity settled
share-based
compensation schemes for employees. Employee services received,
and the corresponding increase in equity, are measured by
reference to the fair value of the equity instruments as at the
date of grant, excluding the impact of any non-market vesting
conditions. Fair value of stock options is estimated by using
the Black Scholes model on the date of grant based on certain
assumptions. Those assumptions are described in Note 23 to
the consolidated financial statements and include, among others,
the dividend yield, expected volatility and expected life of
stock options. The expected life of stock options is estimated
by observing general option holder behavior and actual
historical terms of Nokia stock option programs, whereas the
assumption of the expected volatility has been set by reference
to the implied volatility of stock
58
options available on Nokia shares in the open market and in
light of historical patterns of volatility. These variables make
estimation of fair value of stock options difficult.
Non-market vesting conditions attached to the performance shares
are included in assumptions about the number of shares that the
employee will ultimately receive relating to projections of
sales and earnings per share. On a regular basis we review the
assumptions made and revise the estimates of the number of
performance shares that are expected to be settled, where
necessary. At the date of grant the number of performance shares
granted to employees that are expected to be settled is assumed
to be the target amount. Any subsequent revisions to the
estimates of the number of performance shares expected to be
settled may increase or decrease total compensation expense.
Such increase or decrease adjusts the prior period compensation
expense in the period of the review on a cumulative basis for
unvested performance shares for which compensation expense has
already been recognized in the profit and loss account, and in
subsequent periods for unvested performance shares for which the
expense has not yet been recognized in the profit and loss
account. Significant differences in employee option activity,
equity market performance and our projected and actual sales and
earnings per share performance may materially affect future
expense. In addition, the value, if any, an employee ultimately
receives from share-based payment awards may not correspond to
the expense amounts recorded by the Group.
Results of Operations
2006 compared with 2005
Nokia Group
The following table sets forth selective line items and the
percentage of net sales that they represent for Nokia for the
fiscal years 2006 and 2005.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended | |
|
|
|
Year Ended | |
|
|
|
Percentage | |
|
|
December 31, | |
|
Percentage of | |
|
December 31, | |
|
Percentage of | |
|
Increase/ | |
|
|
2006 | |
|
Net Sales | |
|
2005 | |
|
Net Sales | |
|
(Decrease) | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(EUR millions, except percentage data) | |
Net sales
|
|
|
41 121 |
|
|
|
100 |
% |
|
|
34 191 |
|
|
|
100.0 |
% |
|
|
20% |
|
Cost of sales
|
|
|
(27 742 |
) |
|
|
(67.5 |
)% |
|
|
(22 209 |
) |
|
|
(65.0 |
)% |
|
|
25% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
13 379 |
|
|
|
32.5 |
% |
|
|
11 982 |
|
|
|
35.0 |
% |
|
|
12% |
|
Research and development expenses
|
|
|
(3 897 |
) |
|
|
(9.5 |
)% |
|
|
(3 825 |
) |
|
|
(11.2 |
)% |
|
|
2% |
|
Selling and marketing expenses
|
|
|
(3 314 |
) |
|
|
(8.1 |
)% |
|
|
(2 961 |
) |
|
|
(8.7 |
)% |
|
|
12% |
|
Administrative and general expenses
|
|
|
(666 |
) |
|
|
(1.6 |
)% |
|
|
(609 |
) |
|
|
(1.8 |
)% |
|
|
9% |
|
Other operating income and expenses
|
|
|
(14 |
) |
|
|
|
|
|
|
52 |
|
|
|
0.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit
|
|
|
5 488 |
|
|
|
13.3 |
% |
|
|
4 639 |
|
|
|
13.6 |
% |
|
|
18% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For 2006, Nokias net sales increased 20% to
EUR 41.1 billion compared with
EUR 34.2 billion in 2005. At constant currency, group
net sales would have grown 17% in 2006. Our gross margin in 2006
was 32.5% compared with 35.0% in 2005. This lower gross margin
primarily reflected the inability of certain high-end products
in our portfolio to compete effectively in various markets,
coupled with a general shift to lower priced products driven
primarily by the growth of emerging markets and our strong
position in those markets. Gross margin was also negatively
impacted by a decline in Networks gross margin, which was
primarily affected by pricing pressure and our efforts to gain
market share, a greater proportion of sales from emerging
markets and a higher share of service sales.
59
Research and development, or R&D, expenses were
EUR 3.9 billion in 2006, up 2% from
EUR 3.8 billion in 2005. R&D expenses represented
9.5% of net sales in 2006, down from 11.2% in 2005. The decrease
in R&D as a percentage of net sales reflected our continued
effort to improve the efficiency of our investments. R&D
expenses increased in Multimedia and Networks and decreased in
Mobile Phones and Enterprise Solutions. In 2005, Multimedia
incurred a restructuring charge of EUR 15 million
related to R&D activities. If this item were excluded,
R&D expenses would have increased 2% in 2006 and would have
represented 9.5% of Nokia net sales in 2006 compared with 11.1%
of Nokia net sales in 2005.
In 2006, selling and marketing expenses were
EUR 3.3 billion, up 12% from EUR 3.0 billion
in 2005, reflecting increased sales and marketing spend in all
business groups to support new product introductions. Selling
and marketing expenses represented 8.1% of Nokia net sales in
2006, down from 8.7% in 2005.
Administrative and general expenses were
EUR 0.7 billion in 2006 and EUR 0.6 million in
2005. Administrative and general expenses were equal to 1.6% of
net sales in 2006 compared to 1.8% in 2005.
In 2006, other operating expenses included
EUR 142 million of charges primarily related to the
restructuring of the CDMA business and associated asset
write-downs. Other operating expenses included also
restructuring charge of EUR 8 million for personnel
expenses primarily related to headcount reductions in Enterprise
Solutions in 2006. In 2006, other operating income included a
gain of EUR 276 million representing our share of the
proceeds from the Telsim sale. In 2005, other operating income
and expenses included a gain of EUR 61 million
relating to the divesture of the Groups Tetra business, a
gain of EUR 18 million related to the partial sale of
a minority investment, and a gain of EUR 45 million
related to qualifying sales and leaseback transactions for real
estate. In 2005, Enterprise Solutions recorded a charge of
EUR 29 million for personnel expenses and other costs
in connection with the restructuring taken in light of a general
downturn in market conditions.
Nokia Groups operating profit for 2006 increased 18% to
EUR 5 488 million compared with
EUR 4 639 million in 2005. An increase in Mobile
Phones and Multimedias operating profit in 2006 more
than offset an unchanged operating loss in Enterprise Solutions
and an operating profit decline in Networks. Networks operating
profit included the negative impact of EUR 39 million
incremental costs related to Nokia Siemens Networks. Our
operating margin was 13.3% in 2006 compared with 13.6% in 2005.
60
Results by Segments
Mobile Phones
The following table sets forth selective line items and the
percentage of net sales that they represent for the Mobile
Phones business group for the fiscal years 2006 and 2005.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended | |
|
|
|
Year Ended | |
|
|
|
Percentage | |
|
|
December 31, | |
|
Percentage of | |
|
December 31, | |
|
Percentage of | |
|
Increase/ | |
|
|
2006 | |
|
Net Sales | |
|
2005 | |
|
Net Sales | |
|
(Decrease) | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(EUR millions, except percentage data) | |
Net sales
|
|
|
24 769 |
|
|
|
100.0 |
% |
|
|
20 811 |
|
|
|
100.0 |
% |
|
|
19 |
% |
Cost of sales
|
|
|
(17 489 |
) |
|
|
(70.6 |
)% |
|
|
(14 331 |
) |
|
|
(68.9 |
)% |
|
|
22 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
7 280 |
|
|
|
29.4 |
% |
|
|
6 480 |
|
|
|
31.1 |
% |
|
|
12 |
% |
Research and development expenses
|
|
|
(1 227 |
) |
|
|
(5.0 |
)% |
|
|
(1 245 |
) |
|
|
(6.0 |
)% |
|
|
(1 |
)% |
Selling and marketing expenses
|
|
|
(1 649 |
) |
|
|
(6.6 |
)% |
|
|
(1 541 |
) |
|
|
(7.4 |
)% |
|
|
7 |
% |
Administrative and general expenses
|
|
|
(79 |
) |
|
|
(0.3 |
)% |
|
|
(68 |
) |
|
|
(0.3 |
)% |
|
|
16 |
% |
Other operating income and expenses
|
|
|
(225 |
) |
|
|
(0.9 |
)% |
|
|
(28 |
) |
|
|
(0.1 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit
|
|
|
4 100 |
|
|
|
16.6 |
% |
|
|
3 598 |
|
|
|
17.3 |
% |
|
|
14 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mobile Phones business group 2006 net sales increased 19%
to EUR 24 769 million compared with
EUR 20 811 million in 2005. At constant currency,
Mobile Phones business group net sales would have increased by
15%. Net sales growth was driven by strong volume growth,
especially in the entry level, and our ability to capture
incremental volumes with our competitive entry-level product
portfolio and strong logistics. Volume growth was partially
offset by declining ASPs. Net sales increased in all areas and
were strongest in Latin America, followed by Asia-Pacific,
China, Europe, Middle East & Africa and North America.
Mobile Phones 2006 gross profit was
EUR 7 280 million compared with
EUR 6 480 million in 2005. This represented a
gross margin of 29.4% in 2006 compared with a gross margin of
31.1% in 2005. This decline in gross margin reflected a higher
proportion of sales of lower priced entry level phones, driven
by strong demand in emerging markets where our share is high and
also a lack of broad acceptance of certain high-end products in
our portfolio.
Mobile Phones 2006 R&D expenses decreased by 1% to
EUR 1 227 million compared with
EUR 1 245 million in 2005. In 2006, R&D
expenses represented 5.0% of Mobile Phones net sales compared
with 6.0% of its net sales in 2005. The decrease reflected
effective operating expense control.
In 2006, Mobile Phones selling and marketing expenses increased
by 7% to EUR 1 649 million as a result of
increased sales and marketing spend to support new product
introductions, compared with EUR 1 541 million in
2005. In 2006, selling and marketing expenses represented 6.6%
of Mobile Phones net sales compared with 7.4% of its net sales
in 2005. This reflected improved productivity due to effective
cost control on selling and marketing expenses.
Other operating income and expenses in 2006 included
EUR 142 million of charges primarily related to the
restructuring of our CDMA business and associated asset
write-downs. Working together with
co-development
partners, Nokia intends to selectively participate in key
CDMA markets, with a special focus on North America, China
and India. Accordingly, Nokia is ramping down its
CDMA research, development and production, which will cease
by April 2007.
In 2006, Mobile Phones operating profit increased 14% to
EUR 4 100 million compared with
EUR 3 598 million in 2005, with a 16.6% operating
margin, down from 17.3% in 2005. The increase
61
in operating profit was driven by strong net sales and effective
operating expense control. Operating profit was negatively
impacted by a lack of broad acceptance of certain high-end
products in our portfolio.
Multimedia
The following table sets forth selective line items and the
percentage of net sales that they represent for the Multimedia
business group for the fiscal years 2006 and 2005.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended | |
|
|
|
Year Ended | |
|
|
|
Percentage | |
|
|
December 31, | |
|
Percentage of | |
|
December 31, | |
|
Percentage of | |
|
Increase/ | |
|
|
2006 | |
|
Net Sales | |
|
2005 | |
|
Net Sales | |
|
(Decrease) | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(EUR millions, except percentage data) | |
Net sales
|
|
|
7 877 |
|
|
|
100.0 |
% |
|
|
5 981 |
|
|
|
100.0 |
% |
|
|
32 |
% |
Cost of sales
|
|
|
(4 800 |
) |
|
|
(60.9 |
)% |
|
|
(3 492 |
) |
|
|
(58.4 |
)% |
|
|
37 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
3 077 |
|
|
|
39.1 |
% |
|
|
2 489 |
|
|
|
41.6 |
% |
|
|
24 |
% |
Research and development expenses
|
|
|
(902 |
) |
|
|
(11.5 |
)% |
|
|
(860 |
) |
|
|
(14.4 |
)% |
|
|
5 |
% |
Selling and marketing expenses
|
|
|
(780 |
) |
|
|
(9.9 |
)% |
|
|
(705 |
) |
|
|
(11.8 |
)% |
|
|
11 |
% |
Administrative and general expenses
|
|
|
(45 |
) |
|
|
(0.6 |
)% |
|
|
(38 |
) |
|
|
(0.6 |
)% |
|
|
18 |
% |
Other operating income and expenses
|
|
|
(31 |
) |
|
|
(0.4 |
)% |
|
|
(50 |
) |
|
|
(0.8 |
)% |
|
|
38 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit
|
|
|
1 319 |
|
|
|
16.7 |
% |
|
|
836 |
|
|
|
14.0 |
% |
|
|
58 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Multimedia business group 2006 net sales increased 32% to
EUR 7 877 million compared with
EUR 5 981 million in 2005. At constant currency,
Multimedia net sales would have increased 27% in 2006. Net sales
were driven by a robust overall device market supporting sales
of more than 16 million Nokia Nseries multimedia computers
during the year, led by the Nokia N70 and Nokia N73.
Net sales growth was strongest in China followed by
Asia-Pacific, Latin America, Middle East & Africa and
Europe. Multimedia net sales declined in North America and
continued at a low level in 2006.
Multimedia 2006 gross profit increased by 24% to
EUR 3 077 million compared with
EUR 2 489 million in 2005. This represented a
gross margin of 39.1% in 2006 compared with a gross margin of
41.6% in 2005. The increase in gross profit was a result of the
growth of the business but lower than the growth in net sales.
The gross margin declined primarily due to the price pressure in
the market and more expensive product concepts.
Multimedia 2006 R&D expenses were
EUR 902 million compared with
EUR 860 million in 2005, representing 11.5% of
Multimedia net sales in 2006 compared with 14.4% of its net
sales in 2005. A restructuring charge of
EUR 15 million was recorded in 2005 as a result of
more focused R&D activities.
In 2006, Multimedias selling and marketing expenses
increased by 11% to EUR 780 million as a result of
increase in marketing and advertising expenses primarily due to
the launch of new products and growth of the business. Selling
and marketing expenses were EUR 705 million in 2005.
In 2006, selling and marketing expenses represented 9.9% of
Multimedias net sales compared with 11.8% of its net sales
in 2005. This reflected improved productivity due to effective
cost control on selling and marketing expenses.
In 2005, other operating income and expenses included a gain of
EUR 19 million related to the divesture of the
Groups Tetra business.
62
Multimedia 2006 operating profit increased 58% to
EUR 1 319 million compared with
EUR 836 million in 2005, with an operating margin of
16.7% in 2006, up from 14.0% in 2005. The increase in operating
profit reflected the increase in sales of our Multimedia
products and effective operating expense control.
Enterprise Solutions
The following table sets forth selective line items and the
percentage of net sales that they represent for the Enterprise
Solutions business group for the fiscal years 2006 and 2005.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended | |
|
|
|
Year Ended | |
|
|
|
Percentage | |
|
|
December 31, | |
|
Percentage of | |
|
December 31, | |
|
Percentage of | |
|
Increase/ | |
|
|
2006 | |
|
Net Sales | |
|
2005 | |
|
Net Sales | |
|
(Decrease) | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(EUR millions, except percentage data) | |
Net sales
|
|
|
1 031 |
|
|
|
100.0 |
% |
|
|
861 |
|
|
|
100.0 |
% |
|
|
20 |
% |
Cost of sales
|
|
|
(582 |
) |
|
|
(56.5 |
)% |
|
|
(459 |
) |
|
|
(53.3 |
)% |
|
|
(27 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
449 |
|
|
|
43.5 |
% |
|
|
402 |
|
|
|
46.7 |
% |
|
|
12 |
% |
Research and development expenses
|
|
|
(319 |
) |
|
|
(30.9 |
)% |
|
|
(329 |
) |
|
|
(38.2 |
)% |
|
|
(3 |
)% |
Selling and marketing expenses
|
|
|
(306 |
) |
|
|
(29.7 |
)% |
|
|
(221 |
) |
|
|
(25.7 |
)% |
|
|
38 |
% |
Administrative and general expenses
|
|
|
(75 |
) |
|
|
(7.3 |
)% |
|
|
(74 |
) |
|
|
(8.6 |
)% |
|
|
1 |
% |
Other operating income and expenses
|
|
|
(7 |
) |
|
|
(0.6 |
)% |
|
|
(36 |
) |
|
|
(4.2 |
)% |
|
|
(81 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss
|
|
|
(258 |
) |
|
|
(25.0 |
)% |
|
|
(258 |
) |
|
|
(30.0 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Enterprise Solutions business group 2006 net sales
increased 20% to EUR 1 031 million compared with
EUR 861 million in 2005. At constant currency,
Enterprise Solutions net sales would have increased 17% in 2006.
Net sales growth was highest in China, North America, Europe,
Latin America and Asia-Pacific. Net sales declined in Middle
East & Africa. The Nokia Eseries sold almost
2 million units since its introduction in the second
quarter 2006.
In Enterprise Solutions, gross profit increased by 12% to
EUR 449 million as a result of the growth of the
business, compared with EUR 402 million in 2005. This
represented a gross margin of 43.5% in 2006 compared with a
gross margin of 46.7% in 2005.
In Enterprise Solutions, R&D expenses in 2006 decreased
by 3% to EUR 319 million due to effective cost
control. R&D expenses in 2005 were
EUR 329 million. R&D expenses represented
30.9% of Enterprise Solutions net sales in 2006 and 38.2% of its
net sales in 2005.
In 2006, Enterprise Solutions selling and marketing expenses
increased by 38% to EUR 306 million reflecting
increased sales and marketing spend primarily due to the launch
of new Eseries products. Selling and marketing expenses were
EUR 221 million in 2005. In 2006, selling and
marketing expenses represented 29.7% of Enterprise Solutions net
sales and 25.7% of its net sales in 2005.
Other operating income and expenses included restructuring
charge for personnel expenses primarily related to headcount
reductions of EUR 8 million in 2006 and
EUR 29 million in 2005.
Enterprise Solutions operating loss of EUR 258 million
was flat in 2006 compared to 2005, with an operating margin of
(25.0)% in 2006 and an operating margin of (30.0)% in 2005. In
2006, higher net sales and effective operating cost control were
offset by the negative impact of a mix shift to lower-end
products.
63
Networks
The following table sets forth selective line items and the
percentage of net sales that they represent for the Networks
business group for the fiscal years 2006 and 2005.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended | |
|
|
|
Year Ended | |
|
|
|
Percentage | |
|
|
December 31, | |
|
Percentage of | |
|
December 31, | |
|
Percentage of | |
|
Increase/ | |
|
|
2006 | |
|
Net Sales | |
|
2005 | |
|
Net Sales | |
|
(Decrease) | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(EUR millions, except percentage data) | |
Net sales
|
|
|
7 453 |
|
|
|
100.0 |
% |
|
|
6 557 |
|
|
|
100.0 |
% |
|
|
14 |
% |
Cost of Sales
|
|
|
(4 910 |
) |
|
|
(65.9 |
)% |
|
|
(3 967 |
) |
|
|
(60.5 |
)% |
|
|
24 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
2 543 |
|
|
|
34.1 |
% |
|
|
2 590 |
|
|
|
39.5 |
% |
|
|
(2 |
)% |
Research and development expenses
|
|
|
(1 180 |
) |
|
|
(15.8 |
)% |
|
|
(1 170 |
) |
|
|
(17.8 |
)% |
|
|
1 |
% |
Selling and marketing expenses
|
|
|
(544 |
) |
|
|
(7.3 |
)% |
|
|
(475 |
) |
|
|
(7.3 |
)% |
|
|
15 |
% |
Administrative and general expenses
|
|
|
(245 |
) |
|
|
(3.3 |
)% |
|
|
(211 |
) |
|
|
(3.2 |
)% |
|
|
16 |
% |
Other income and expenses
|
|
|
234 |
|
|
|
3.1 |
% |
|
|
121 |
|
|
|
1.8 |
% |
|
|
93 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit
|
|
|
808 |
|
|
|
10.8 |
% |
|
|
855 |
|
|
|
13.0 |
% |
|
|
(5 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Networks business group 2006 net sales increased 14% to
EUR 7 453 million compared with
EUR 6 557 million in 2005. At constant currency,
Networks business group net sales would have increased 12% in
2006. Strong net sales growth in Middle East & Africa,
Asia-Pacific, China and Latin America was partially offset by
net sales decline in North America and Europe. Net sales growth
for Networks was especially strong in the emerging markets, like
India, where the market continued its robust growth and where
Nokia estimates it gained market share.
In Networks, gross profit decreased by 2% to
EUR 2 543 million, compared with
EUR 2 590 million in 2005, primarily due to
pricing pressure and our ongoing push into markets where,
historically, we have not had a presence as well as investments
in the growing network services market, which generally has
lower gross margins than equipment sales. This represented a
gross margin of 34.1% in 2006 compared with a gross margin of
39.5% in 2005.
In Networks, R&D expenses increased 1% to
EUR 1 180 million compared with
EUR 1 170 million in 2005. In 2006, R&D
expenses represented 15.8% of Networks net sales compared with
17.8% in 2005.
In 2006, Networks selling and marketing expenses increased by
15% to EUR 544 million compared with
EUR 475 million in 2005 in line with the overall net
sales growth. Selling and marketing expenses represented 7.3% of
Networks net sales in 2006 and 2005.
In 2006, other operating income included a gain of
EUR 276 million representing our share of the proceeds
from the Telsim sale. In 2005, other operating income and
expenses included a gain of EUR 42 million related to
the divesture of the Groups Tetra business and
EUR 18 million gain related to the partial sale of a
minority investment.
Networks 2006 operating profit decreased to
EUR 808 million from EUR 855 million in
2005. Networks operating profit included the negative impact of
EUR 39 million incremental costs related to Nokia
Siemens Networks. The business groups operating margin for
2006 was 10.8% compared with 13.0% in 2005. The lower operating
profit primarily reflected pricing pressure and our efforts to
gain market share, a greater proportion of sales from the
emerging markets and a higher share of service sales.
64
Common Group Expenses
Common Group expenses totaled EUR 481 million in 2006
compared with EUR 392 million in 2005. In 2005, this
included a EUR 45 million gain for real estate sales.
Net Financial Income
Net financial income totaled EUR 207 million in 2006
compared with EUR 322 million in 2005. Net financial
income included a EUR 57 million gain from the sale of
the remaining France Telecom bond in 2005. Interest income
decreased as a result of a lower level of cash and other liquid
assets due to higher share buybacks. Above mentioned lower gains
and lower interest income were the main reasons for lower net
financial income in 2006 than in 2005.
The net debt to equity ratio was negative (68%) at
December 31, 2006 compared with a net debt to equity ratio
of (77%) at December 31, 2005. See Item 5.B
Liquidity and Capital Resources below.
Profit Before Taxes
Profit before tax and minority interests increased 15% to
EUR 5 723 million in 2006 compared with
EUR 4 971 million in 2005. Taxes amounted to
EUR 1 357 million and
EUR 1 281 million in 2006 and 2005, respectively.
In 2006, taxes include received and accrued tax refunds from
previous years of EUR 84 million compared with
EUR 48 million in 2005. The effective tax rate
decreased to 23.7% in 2006 compared with 25.8% in 2005, due to
mix of foreign earnings.
Minority Interests
Minority shareholders interest in our subsidiaries
profits totaled EUR 60 million in 2006 compared with
EUR 74 million in 2005.
Net Profit and Earnings per Share
Net profit in 2006 totaled EUR 4 306 million
compared with EUR 3 616 million in 2005,
representing a
year-on-year increase
in net profit of 19% in 2006. Earnings per share in 2006
increased to EUR 1.06 (basic) and 1.05
(diluted) compared with EUR 0.83 (basic and diluted)
in 2005.
2005 compared with 2004
Nokia Group
The following table sets forth selective line items and the
percentage of net sales that they represent for Nokia for the
fiscal years 2005 and 2004.
65
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended | |
|
|
|
Year Ended | |
|
|
|
Percentage | |
|
|
December 31, | |
|
Percentage of | |
|
December 31, | |
|
Percentage of | |
|
Increase/ | |
|
|
2005 | |
|
Net Sales | |
|
2004 | |
|
Net Sales | |
|
(Decrease) | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(EUR millions, except percentage data) | |
Net sales
|
|
|
34 191 |
|
|
|
100.0 |
% |
|
|
29 371 |
|
|
|
100.0 |
% |
|
|
16 |
% |
Cost of sales
|
|
|
(22 209 |
) |
|
|
(65.0 |
)% |
|
|
(18 179 |
) |
|
|
(61.9 |
)% |
|
|
22 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
11 982 |
|
|
|
35.0 |
% |
|
|
11 192 |
|
|
|
38.1 |
% |
|
|
7 |
% |
Research and development expenses
|
|
|
(3 825 |
) |
|
|
(11.2 |
)% |
|
|
(3 776 |
) |
|
|
(12.9 |
)% |
|
|
1 |
% |
Selling and marketing expenses
|
|
|
(2 961 |
) |
|
|
(8.7 |
)% |
|
|
(2 564 |
) |
|
|
(8.7 |
)% |
|
|
15 |
% |
Administrative and general expenses
|
|
|
(609 |
) |
|
|
(1.8 |
)% |
|
|
(611 |
) |
|
|
(2.1 |
)% |
|
|
|
|
Other operating income and expenses
|
|
|
52 |
|
|
|
0.2 |
% |
|
|
181 |
|
|
|
0.6 |
% |
|
|
(71 |
)% |
Amortization of goodwill
|
|
|
|
|
|
|
|
|
|
|
(96 |
) |
|
|
(0.3 |
)% |
|
|
(100 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit
|
|
|
4 639 |
|
|
|
13.6 |
% |
|
|
4 326 |
|
|
|
14.7 |
% |
|
|
7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For 2005, Nokias net sales increased 16% to
EUR 34.2 billion compared with
EUR 29.4 billion in 2004. At constant currency, group
net sales would have grown 20% in 2005. Our gross margin in 2005
was 35.0% compared with 38.1% in 2004. This reflected the higher
proportion of entry level devices in our product mix in 2005 due
to strong volume growth in emerging markets, which have the
industrys lowest ASPs. Our gross margin in 2005 was also
affected by intense price competition in both the device and
infrastructure markets, as well as by the lower margin services
business and emerging markets representing an increased share of
Networks sales.
Research and development, or R&D, expenses were
EUR 3.8 billion in both 2005 and 2004. R&D
expenses represented 11.2% of net sales in 2005, down from 12.9%
in 2004. R&D expenses increased in Mobile Phones and
Enterprise Solutions and decreased in Multimedia and Networks.
In 2005, Multimedia incurred a restructuring charge of
EUR 15 million related to R&D activities. Networks
R&D expenses included impairments of
EUR 115 million in 2004. If these items were excluded,
R&D expenses would have increased 4% in 2005 and would have
represented 11.1% of Nokia net sales in 2005 compared with 12.5%
of Nokia net sales in 2004.
Selling and marketing expenses increased in Mobile Phones,
Multimedia and Enterprise Solutions due to increased marketing
spend in the device business groups and decreased spending in
Networks. In 2005, selling and marketing expenses were
EUR 3.0 billion, up 15% from EUR 2.6 billion
in 2004. Selling and marketing expenses were equal to 8.7% of
Nokia net sales in both 2005 and 2004.
Administrative and general expenses were
EUR 0.6 billion in both 2005 and 2004. Administrative
and general expenses were equal to 1.8% of net sales in 2005 and
2.1% in 2004.
In 2005, other operating income and expenses included a gain of
EUR 61 million relating to the divesture of the
Groups Tetra business, a gain of EUR 18 million
related to the partial sale of a minority investment, and a gain
of EUR 45 million related to qualifying sales and
leaseback transactions for real estate. In 2005, Enterprise
Solutions recorded a charge of EUR 29 million for
personnel expenses and other costs in connection with the
restructuring taken in light of general downturn in market
conditions. In 2004, other operating income and expenses
included a return of an insurance premium of
EUR 160 million and a EUR 12 million loss
from the divestiture of Nextrom.
Nokia Groups operating profit for 2005 increased 7%
to EUR 4 639 million compared with
EUR 4 326 million in 2004. A substantial increase
in Multimedias operating profit in 2005 more than offset
operating profit declines in the other business groups. Our
operating margin was 13.6% in 2005 compared with 14.7% in 2004.
66
Results by Segments
Mobile Phones
The following table sets forth selective line items and the
percentage of net sales that they represent for the Mobile
Phones business group for the fiscal years 2005 and 2004.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended | |
|
|
|
Year Ended | |
|
|
|
Percentage | |
|
|
December 31, | |
|
Percentage of | |
|
December 31, | |
|
Percentage of | |
|
Increase/ | |
|
|
2005 | |
|
Net Sales | |
|
2004 | |
|
Net Sales | |
|
(Decrease) | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(EUR millions, except percentage data) | |
Net sales
|
|
|
20 811 |
|
|
|
100 |
% |
|
|
18 521 |
|
|
|
100.0 |
% |
|
|
12 |
% |
Cost of sales
|
|
|
(14 331 |
) |
|
|
(68.9 |
)% |
|
|
(12 045 |
) |
|
|
(65.0 |
)% |
|
|
19 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
6 480 |
|
|
|
31.1 |
% |
|
|
6 476 |
|
|
|
35.0 |
% |
|
|
|
|
Research and development expenses
|
|
|
(1 245 |
) |
|
|
(6.0 |
)% |
|
|
(1 196 |
) |
|
|
(6.5 |
)% |
|
|
4 |
% |
Selling and marketing expenses
|
|
|
(1 541 |
) |
|
|
(7.4 |
)% |
|
|
(1 300 |
) |
|
|
(7.0 |
)% |
|
|
19 |
% |
Administrative and general expenses
|
|
|
(68 |
) |
|
|
(0.3 |
)% |
|
|
(96 |
) |
|
|
(0.5 |
)% |
|
|
(29 |
)% |
Other operating income and expenses
|
|
|
(28 |
) |
|
|
(0.1 |
)% |
|
|
(21 |
) |
|
|
(0.1 |
)% |
|
|
33 |
% |
Amortization of goodwill
|
|
|
|
|
|
|
|
|
|
|
(77 |
) |
|
|
(0.4 |
)% |
|
|
(100 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit
|
|
|
3 598 |
|
|
|
17.3 |
% |
|
|
3 786 |
|
|
|
20.4 |
% |
|
|
(5 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mobile Phones business group 2005 net sales increased 12% to
EUR 20 811 million compared with
EUR 18 521 million in 2004. At constant currency,
Mobile Phones business group net sales would have increased by
15%. Sales growth was strongest in China followed by
Asia-Pacific, Europe and Middle East & Africa. Net
sales declined in North America and to a lesser extent in Latin
America. Net sales in 2005 increased as a result of strong
demand for the Nokia 6230 mid range family, including the
Nokia 6230i (Nokias highest revenue generating phone
in 2005), the entry level Nokia 1100 family and the
Nokia 2600. Volume growth was partially offset by declining
ASPs.
Mobile Phones 2005 gross profit was
EUR 6 480 million, virtually the same level as
2004. This represented a gross margin of 31.1% in 2005 compared
with a gross margin of 35.0% in 2004. This decline reflected a
higher proportion of sales of lower priced entry level phones,
driven by strong demand in emerging markets where our share is
high.
Mobile Phones 2005 R&D expenses increased by 4% to
EUR 1 245 million, with the target to bring more
new products to the market, compared with
EUR 1 196 million in 2004. In 2005, R&D
expenses represented 6.0% of Mobile Phones net sales compared
with 6.5% of its net sales in 2004.
In 2005, Mobile Phones selling and marketing expenses increased
by 19% to EUR 1 541 million as a result of higher
investments in marketing and advertising in order to introduce
more new products, compared with
EUR 1 300 million in 2004. In 2005, selling and
marketing expenses represented 7.4% of Mobile Phones net sales
compared with 7.0% of its net sales in 2004.
In 2005, Mobile Phones operating profit decreased 5% to
EUR 3 598 million compared with
EUR 3 786 million in 2004, with a 17.3% operating
margin, down from 20.4% in 2004. This decline reflected a higher
proportion of sales of lower priced entry level phones, driven
by strong demand in emerging markets where our share is high, in
addition to an increase in operating expenses as explained above.
67
Multimedia
The following table sets forth selective line items and the
percentage of net sales that they represent for the Multimedia
business group for the fiscal years 2005 and 2004.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended | |
|
|
|
Year Ended | |
|
|
|
Percentage | |
|
|
December 31, | |
|
Percentage of | |
|
December 31, | |
|
Percentage of | |
|
Increase/ | |
|
|
2005 | |
|
Net Sales | |
|
2004 | |
|
Net Sales | |
|
(Decrease) | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(EUR millions, except percentage data) | |
Net sales
|
|
|
5 981 |
|
|
|
100 |
% |
|
|
3676 |
|
|
|
100.0 |
% |
|
|
63 |
% |
Cost of sales
|
|
|
(3 492 |
) |
|
|
(58.4 |
)% |
|
|
(2 118 |
) |
|
|
(57.6 |
)% |
|
|
65 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
2 489 |
|
|
|
41.6 |
% |
|
|
1558 |
|
|
|
42.4 |
% |
|
|
60 |
% |
Research and development expenses
|
|
|
(860 |
) |
|
|
(14.4 |
)% |
|
|
(863 |
) |
|
|
(23.5 |
)% |
|
|
|
|
Selling and marketing expenses
|
|
|
(705 |
) |
|
|
(11.8 |
)% |
|
|
(488 |
) |
|
|
(13.2 |
)% |
|
|
44 |
% |
Administrative and general expenses
|
|
|
(38 |
) |
|
|
(0.6 |
)% |
|
|
(36 |
) |
|
|
(1.0 |
)% |
|
|
6 |
% |
Other operating income and expenses
|
|
|
(50 |
) |
|
|
(0.8 |
)% |
|
|
16 |
|
|
|
0.4 |
% |
|
|
|
|
Amortization of goodwill
|
|
|
|
|
|
|
|
|
|
|
(12 |
) |
|
|
(0.3 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit
|
|
|
836 |
|
|
|
14.0 |
% |
|
|
175 |
|
|
|
4.8 |
% |
|
|
378 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Multimedia business group 2005 net sales increased 63% to
EUR 5 981 million compared with
EUR 3 676 million in 2004. At constant currency,
Multimedia net sales would have increased 69% in 2005. Strong
sales were supported by high demand for 3G/WCDMA devices such as
the Nokia 6680 and the Nokia 6630, as well as the
Nokia N70 towards the end of the year. Sales growth was highest
in the Middle East & Africa, Europe and China, as well
as in Asia-Pacific. Multimedia sales in the Americas continued
at a low level.
Multimedia 2005 gross profit increased by 60% to
EUR 2 489 million compared with
EUR 1 558 million in 2004. This represented a
gross margin of 41.6% in 2005 compared with a gross margin of
42.4% in 2004. The increase in gross profit was in line with the
growth in net sales.
Multimedia 2005 R&D expenses were EUR 860 million
compared with EUR 863 million in 2004, representing
14.4% of Multimedia net sales in 2005 compared with 23.5% of its
net sales in 2004. A restructuring charge of
EUR 15 million was recorded in 2005, as a result of
more focused R&D activities.
In 2005, Multimedias selling and marketing expenses
increased by 44% to EUR 705 million as a result of
increase in marketing and advertising expenses, primarily due to
the launch of the Nokia Nseries sub-brand. Selling and marketing
expenses were EUR 488 million in 2004. In 2005,
selling and marketing expenses represented 11.8% of
Multimedias net sales compared with 13.2% of its net sales
in 2004.
In 2005, other operating income and expenses included a gain of
EUR 19 million related to the divesture of the
Groups Tetra business.
Multimedia 2005 operating profit increased to
EUR 836 million compared with
EUR 175 million in 2004, with an operating margin of
14.0% in 2005, up from 4.8% in 2004. Operating profit was
affected by significant expenditures to launch and market the
Nokia Nseries sub-brand in 2005.
68
Enterprise Solutions
The following table sets forth selective line items and the
percentage of net sales that they represent for the Enterprise
Solutions business group for the fiscal years 2005 and 2004.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended | |
|
|
|
Year Ended | |
|
|
|
Percentage | |
|
|
December 31, | |
|
Percentage of | |
|
December 31, | |
|
Percentage of | |
|
Increase/ | |
|
|
2005 | |
|
Net Sales | |
|
2004 | |
|
Net Sales | |
|
(Decrease) | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(EUR millions, except percentage data) | |
Net sales
|
|
|
861 |
|
|
|
100.0 |
% |
|
|
839 |
|
|
|
100.0 |
% |
|
|
3 |
% |
Cost of sales
|
|
|
(459 |
) |
|
|
(53.3 |
)% |
|
|
(475 |
) |
|
|
(56.6 |
)% |
|
|
(3 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
402 |
|
|
|
46.7 |
% |
|
|
364 |
|
|
|
43.4 |
% |
|
|
10 |
% |
Research and development expenses
|
|
|
(329 |
) |
|
|
(38.2 |
)% |
|
|
(304 |
) |
|
|
(36.2 |
)% |
|
|
8 |
% |
Selling and marketing expenses
|
|
|
(221 |
) |
|
|
(25.7 |
)% |
|
|
(199 |
) |
|
|
(23.7 |
)% |
|
|
11 |
% |
Administrative and general expenses
|
|
|
(74 |
) |
|
|
(8.6 |
)% |
|
|
(61 |
) |
|
|
(7.3 |
)% |
|
|
21 |
% |
Other operating income and expenses
|
|
|
(36 |
) |
|
|
(4.2 |
)% |
|
|
(4 |
) |
|
|
(0.5 |
)% |
|
|
|
|
Amortization of goodwill
|
|
|
|
|
|
|
|
|
|
|
(6 |
) |
|
|
(0.7 |
)% |
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss
|
|
|
(258 |
) |
|
|
(30.0 |
)% |
|
|
(210 |
) |
|
|
(25.0 |
)% |
|
|
23 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Enterprise Solutions business group 2005 net sales
increased 3% to EUR 861 million compared with
EUR 839 million in 2004. While overall net sales for
the year demonstrated modest growth, net sales in 2005 were
negatively impacted by the significantly lower sales in the
fourth quarter.
In Enterprise Solutions, gross profit increased by 10% to
EUR 402 million due to higher sales, compared with
EUR 364 million in 2004. This represented a gross
margin of 46.7% in 2005 compared with a gross margin of 43.4% in
2004.
In Enterprise Solutions, R&D expenses in 2005 increased by
8% to EUR 329 million due to the target to broaden the
product offering including the launch of Nokia Business Center
and Eseries products. R&D expenses in 2004 were
EUR 304 million. R&D expenses represented 38.2% of
Enterprise Solutions net sales in 2005 and 36.2% of its net
sales in 2004.
In 2005, Enterprise Solutions selling and marketing expenses
increased by 11% to EUR 221 million as a result of the
marketing of the Nokia 9300 enterprise smartphone and the
launch of Eseries products. Selling and marketing expenses were
EUR 199 million in 2004. In 2005, selling and
marketing expenses represented 25.7% of Enterprise Solutions net
sales and 23.7% of its net sales in 2004.
Other operating income and expenses in 2005 included a
EUR 29 million restructuring charge for personnel
expenses primarily related to headcount reductions.
Enterprise Solutions operating loss increased 23% to
EUR 258 million (including a EUR 29 million
restructuring charge) in 2005 compared with a loss of
EUR 210 million in 2004, with an operating margin of
(30.0%) in 2005 and an operating margin of (25.0%) in 2004.
69
Networks
The following table sets forth selective line items and the
percentage of net sales that they represent for the Networks
business group for the fiscal years 2005 and 2004.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended | |
|
|
|
Year Ended | |
|
|
|
Percentage | |
|
|
December 31, | |
|
Percentage of | |
|
December 31, | |
|
Percentage of | |
|
Increase/ | |
|
|
2005 | |
|
Net Sales | |
|
2004 | |
|
Net Sales | |
|
(Decrease) | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(EUR millions, except percentage data) | |
Net sales
|
|
|
6 557 |
|
|
|
100.0 |
% |
|
|
6 431 |
|
|
|
100.0 |
% |
|
|
2 |
% |
Cost of Sales
|
|
|
(3 967 |
) |
|
|
(60.5 |
)% |
|
|
(3 688 |
) |
|
|
(57.3 |
)% |
|
|
8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
2 590 |
|
|
|
39.5 |
% |
|
|
2 743 |
|
|
|
42.7 |
% |
|
|
(6 |
)% |
Research and development expenses
|
|
|
(1 170 |
) |
|
|
(17.8 |
)% |
|
|
(1 194 |
) |
|
|
(18.6 |
)% |
|
|
(2 |
)% |
Selling and marketing expenses
|
|
|
(475 |
) |
|
|
(7.3 |
)% |
|
|
(503 |
) |
|
|
(7.8 |
)% |
|
|
6 |
% |
Administrative and general expenses
|
|
|
(211 |
) |
|
|
(3.2 |
)% |
|
|
(210 |
) |
|
|
(3.3 |
)% |
|
|
|
|
Other income and expenses
|
|
|
121 |
|
|
|
1.8 |
% |
|
|
48 |
|
|
|
0.7 |
% |
|
|
152 |
% |
Amortization of goodwill
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit
|
|
|
855 |
|
|
|
13.0 |
% |
|
|
884 |
|
|
|
13.7 |
% |
|
|
(3 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Networks business group 2005 net sales increased 2% to
EUR 6 557 million compared with
EUR 6 431 million in 2004. At constant currency,
Networks business group net sales would have been up 6%. Strong
sales growth in Latin America and Asia-Pacific was offset by
sales declines in China and North America, while sales in Europe
remained virtually unchanged.
In Networks, gross profit decreased by 6% to
EUR 2 590 million primarily due to investments in
the growing network services market, which generally has lower
gross margins than equipment sales, as well as intense price
pressure and our ongoing push into markets where historically we
have not had a presence, compared with
EUR 2 743 million in 2004. This represented a
gross margin of 39.5% in 2005 compared with a gross margin of
42.7% in 2004.
In Networks, R&D expenses decreased 2% to
EUR 1 170 million compared with
EUR 1 194 million in 2004. In 2005, R&D
expenses represented 17.8% of Networks net sales compared with
18.6% in 2004. R&D expenses in 2004 included impairments of
capitalized R&D of EUR 115 million due to the
discontinuation of certain products and base station
horizontalization projects and an impairment related to the 3G/
WCDMA radio access network project. If these impairments were
excluded, R&D expenses would have increased 8% in 2005. This
would have represented 17.8% of Networks net sales in 2005
compared with 16.8% of its net sales in 2004.
In 2005, Networks selling and marketing expenses decreased by 6%
to EUR 475 million compared with
EUR 503 million in 2004. In 2005, selling and
marketing expenses represented 7.3% of Networks net sales
compared with 7.8% of its net sales in 2004.
Other operating income and expenses included a gain of
EUR 42 million related to the divesture of the
Groups Tetra business and EUR 18 million gain
related to the partial sale of a minority investment.
Networks 2005 operating profit decreased to
EUR 855 million from EUR 884 million in
2004. The business groups operating margin for 2005 was
13.0% compared with 13.7% in 2004. The decline in Networks
profitability was primarily due to investments in the growing
network services market, which generally has lower gross margins
than equipment sales, as well as intense price pressure and our
ongoing push into markets where historically we have not had a
presence.
70
Common Group Expenses
Common Group expenses totaled EUR 392 million in 2005
compared with EUR 309 million in 2004. In 2005, this
included a EUR 45 million gain for real estate sales
and in 2004 a positive item of EUR 160 million
representing the premium return under our multi-line, multi-year
insurance program, which expired during 2004. The return was due
to our low claims experience during the policy period. In 2004,
it also included a EUR 12 million negative impact from
the divestiture of our holding in Nextrom Holding S.A.
Net Financial Income
Net financial income totaled EUR 322 million in 2005
compared with EUR 405 million in 2004. Net financial
income included a EUR 57 million gain from the sale of
the remaining France Telecom bond in 2005 and a gain of
EUR 106 million from the sale of a portion of the
France Telecom bond in 2004. Interest income decreased due to a
lower level of cash and other liquid assets towards the end of
the year due to higher share buybacks. Above mentioned lower
gains and lower interest income were the main reasons for lower
net financial income in 2005 than in 2004.
The net debt to equity ratio was negative (77%) at
December 31, 2005 compared with a net debt to equity ratio
of (79%) at December 31, 2004. See Item 5.B
Liquidity and Capital Resources below.
Profit Before Taxes
Profit before tax and minority interests increased 6% to
EUR 4 971 million in 2005 compared with
EUR 4 705 million in 2004. Taxes amounted to
EUR 1 281 million and
EUR 1 446 million in 2005 and 2004, respectively.
Taxes include a tax refund from previous years of
EUR 48 million in 2005. Effective tax rate decreased
to 25.8% in 2005 compared with 30.7% in 2004, impacted by the
decrease in the Finnish Corporate tax from 29% to 26%.
Minority Interests
Minority shareholders interest in our subsidiaries
profits totaled EUR 74 million in 2005 compared with
EUR 67 million in 2004.
Net Profit and Earnings per Share
Net profit in 2005 totaled EUR 3 616 million
compared with EUR 3 192 million in 2004,
representing a
year-on-year increase
in net profit of 13% in 2005. Earnings per share in 2005
increased to EUR 0.83 (basic and diluted) compared with
EUR 0.69 (basic and diluted) in 2004.
Related Party Transactions
There have been no material transactions during the last three
fiscal years to which any director, executive officer or at
least 5% shareholder, or any relative or spouse of any of
them, was party. There is no significant outstanding
indebtedness owed to Nokia by any director, executive officer or
at least 5% shareholder.
There are no material transactions with enterprises controlling,
controlled by or under common control with Nokia or associates
of Nokia.
See Note 33 to our consolidated financial statements
included in Item 18 of this annual report on
Form 20-F.
Exchange Rates
Nokias business and results of operations are from time to
time affected by changes in exchange rates, particularly between
the euro and other currencies such as the US dollar, the Chinese
yuan, the UK pound sterling and the Japanese yen. See
Item 3.A Selected Financial Data Exchange Rate
Data. Foreign currency denominated assets and liabilities,
together with highly probable purchase
71
and sale commitments, give rise to foreign exchange exposure. In
general, depreciation of another currency relative to the euro
has an adverse effect on Nokias sales and operating
profit, while appreciation of another currency relative to the
euro has a positive effect, with the exception of Japanese yen,
being the only significant foreign currency in which Nokia has
more purchases than sales.
During 2006, the US dollar appreciated by
approximately 0.7% against the euro (measured by the
average rate used to record transactions in foreign currency for
accounting purposes for the year compared to average rate for
the previous year). During 2005 and 2004, the US dollar
depreciated by approximately 1.7% and 10.7%, respectively.
The change in value of the US dollar had a slight positive
impact on Nokias operating profit in 2006 and a slight
negative impact in 2005 and material negative impact in 2004.
During 2006, the Chinese yuan appreciated by
approximately 3.3% against the euro. During 2005 and 2004,
the Chinese yuan depreciated by approximately 0.8% and
10.7%, respectively. The change in value of the Chinese yuan had
a slight positive impact on Nokias operating profit in
2006 and a negative impact in 2005 and 2004. During 2006 and
2004, the UK pound sterling appreciated by
approximately 0.3% and 1.2% against the euro, respectively.
During 2005, the UK pound depreciated by
approximately 0.5%. The change in value of the UK pound
sterling had a slightly positive impact on Nokias net
sales expressed in euros as well as operating profit in 2006 and
2004 and a slight negative impact in 2005. During 2006, 2005 and
2004, the Japanese yen depreciated by approximately 6.0%,
1.6% and 3.0%, respectively against the euro. The change in
value of the Japanese yen had a slight positive impact on
Nokias operating profit in each year. To mitigate the
impact of changes in exchange rates on net sales, average
product cost as well as operating profit, Nokia hedges all
material transaction exposures on a gross basis.
Nokias balance sheet is also affected by the translation
into euro for financial reporting purposes of the
shareholders equity of our foreign subsidiaries that are
denominated in currencies other than the euro. In general, this
translation increases our shareholders equity when the
euro depreciates, and affects shareholders equity
adversely when the euro appreciates against the relevant other
currencies (year-end rate to previous year-end rate).
For a discussion on the instruments used by Nokia in connection
with our hedging activities, see Note 37 to our
consolidated financial statements included in Item 18 of
this Form 20-F.
See also Item 11. Quantitative and Qualitative
Disclosures About Market Risk and Item 3.D Risk
Factors Our sales, costs and results are affected by
exchange rate fluctuations, particularly between the euro, which
is our reporting currency, and the US dollar, the Chinese yuan,
the UK pound sterling and the Japanese yen as well as certain
other currencies.
Principal Differences Between IFRS and US GAAP
Nokias consolidated financial statements are prepared in
accordance with IFRS.
Our net profit in 2006 under IFRS was
EUR 4 306 million compared with
EUR 3 616 million in 2005 and EUR
3 192 million in 2004. Under US GAAP, Nokia would have
reported net income of EUR 4 275 million in 2006
compared with EUR 3 582 million in 2005 and EUR
3 343 million in 2004.
The principal differences between IFRS and US GAAP that affect
our net profit or loss, as well as our shareholders
equity, relate to the treatment of capitalization and impairment
of development costs, pensions, share-based compensation
expense, identifiable intangible assets acquired, amortization
and impairment of goodwill, translation of goodwill and cash
flow hedges. See Note 38 to our consolidated financial
statements included in Item 18 of this annual report on
Form 20-F for a
description of the principal differences between IFRS and US
GAAP and for a description of the anticipated impact on the
consolidated financial statements of the adoption of recently
issued US GAAP accounting standards.
72
5.B Liquidity and Capital Resources
At December 31, 2006, Nokias cash and other liquid
assets (bank and cash; available-for-sale investments, cash
equivalents; and available-for-sale investments, liquid assets)
decreased to EUR 8 537 million, compared with
EUR 9 910 million at December 31, 2005,
mainly due to purchases of treasury shares partly offset with
the cash from investing activities.
Cash and cash equivalents increased to
EUR 3 525 million compared with
EUR 3 058 million at December 31, 2005. We
hold our cash and cash equivalents predominantly in euros. Cash
and cash equivalents totaled EUR 2 457 million at
December 31, 2004.
Net cash from operating activities was EUR
4 478 million in 2006 compared with
EUR 4 144 million in 2005, and
EUR 4 343 million in 2004. In 2006, net cash
generated from operating activities increased primarily due to
an increase in cash generated from operations and lower income
taxes paid. Taxes paid in 2006 included tax refunds of
EUR 52 million. In 2005, net cash generated from
operating activities decreased primarily due to an increase in
working capital.
Net cash from investing activities in 2006 was EUR
1 006 million compared with net cash from investing
activities of EUR 1 844 million in 2005, and net
cash used in investing activities of EUR 329 million
in 2004. Cash flow from investing activities in 2006 included
purchases of current
available-for-sale
investments, liquid assets, of EUR 3 219 million,
compared with EUR 7 277 million in 2005, and
EUR 10 318 million in 2004. Net cash used in
acquisitions of Group companies were EUR 517 million
compared with EUR 92 million in 2005 and
EUR 0 million in 2004. Additions to capitalized
R&D expenses totaled EUR 127 million, representing
an decrease compared with EUR 153 million in 2005. In
2004, additions to capitalized R&D were
EUR 101 million. Long-term loans made to customers
decreased to EUR 11 million in 2006, compared with
EUR 56 million in 2005 and EUR 0 million in
2004. Net cash from investing activities in 2006 included
EUR 276 million relating recovery of impaired
long-term loans made to customers. Capital expenditures for 2006
were EUR 650 million compared with
EUR 607 million in 2005 and EUR 548 million
in 2004. Major items of capital expenditure included production
lines, test equipment and computer hardware used primarily in
research and development as well as office and manufacturing
facilities. Proceeds from maturities and sale of current
available-for-sale investments, liquid assets, decreased to
EUR 5 058 million, compared with
EUR 9 402 million in 2005, and
EUR 9 737 million in 2004. During 2005 we sold
the remaining holdings in the subordinated convertible perpetual
bonds issued by France Telecom. As a result, we booked proceeds
from sale of current available-for-sale investments of EUR
247 million (EUR 587 million in 2004).
Net cash used in financing activities decreased to
EUR 4 966 million in 2006 compared with
EUR 5 570 million in 2005, primarily as a result
of decrease in the purchases of treasury shares with
EUR 887 million during 2006. Net cash used in
financing activities increased to
EUR 5 570 million in 2005 compared with
EUR 4 318 million in 2004, primarily as a result
of an increase in the purchases of treasury shares with
EUR 1 610 million during 2005. Dividends paid
increased to EUR 1 553 million in 2006 compared with
EUR 1 531 million in 2005 and EUR
1 413 million in 2004.
At December 31, 2006, Nokia had EUR 69 million in
long-term interest-bearing liabilities and
EUR 247 million in short-term borrowings, offset by
EUR 8 537 million in cash and other liquid
assets, resulting in a net liquid assets balance of EUR
8 221 million, compared with
EUR 9 512 million at the end of 2005. For further
information regarding our long-term liabilities, including
interest rate structure and currency mix, see Note 25 to
our consolidated financial statements included in Item 18
of this annual report on
Form 20-F. Our
ratio of net
interest-bearing debt,
defined as short-term and long-term debt less cash and other
liquid assets, to equity, defined as shareholders equity
and minority interests, was (68%), (77%) and (79%) at
December 31, 2006, 2005 and 2004, respectively. The change
in 2006 resulted from liquid assets used for funding share
buybacks.
Nokias Board of Directors will propose a dividend of
EUR 0.43 per share for the year ended
December 31, 2006, subject to shareholders approval,
compared with EUR 0.37 and EUR 0.33
73
per share paid per share for the years ended
December 31, 2005 and 2004, respectively. See
Item 3.A Selected Financial DataDistribution of
Earnings.
Nokia has no potentially significant refinancing requirements in
2007. Nokia expects to incur additional indebtedness from time
to time as required to finance working capital needs. At
December 31, 2006, Nokia had a USD 500 million US
Commercial Paper, or USCP, program and a
USD 500 million Euro Commercial Paper, or ECP,
program. In addition, at the same date, Nokia had a Finnish
local commercial paper program totaling
EUR 750 million. At December 31, 2006, we also
had a committed credit facility of
USD 2 000 million and a number of short-term
uncommitted facilities. For further information regarding our
short-term borrowings, including the average interest rate, see
Note 27 to our consolidated financial statements included
in Item 18 of this annual report on
Form 20-F.
Nokia has historically maintained a high level of liquid assets.
Management estimates that the cash and other liquid assets level
of EUR 8 537 million at the end of 2006, together with
Nokias available credit facilities, cash flow from
operations, funds available from long-term and short-term debt
financings, as well as the proceeds of future equity or
convertible bond offerings, will be sufficient to satisfy our
future working capital needs, capital expenditure, research and
development and debt service requirements at least through 2007.
The ratings of our short and long-term debt from credit rating
agencies have not changed during the year. The ratings at
December 31, 2006, were:
|
|
|
|
|
Short-term |
|
Standard & Poors |
|
A-1 |
|
|
Moodys |
|
P-1 |
Long-term |
|
Standard & Poors |
|
A |
|
|
Moodys |
|
A1 |
We believe that Nokia will continue to be able to access the
capital markets on terms and in amounts that will be
satisfactory to us, and that we will be able to obtain bid and
performance bonds, to arrange or provide customer financing as
necessary to support our business and to engage in hedging
transactions on commercially acceptable terms.
Nokia is not a capital intensive company in terms of fixed
assets, but rather invests in research and development,
marketing and building the Nokia brand. In 2006, capital
expenditures totaled EUR 650 million compared with
EUR 607 million in 2005 and EUR 548 million
2004. The increase in 2006 resulted from increased amount of
capital expenditures in machinery and equipment to support the
companys growing volumes. Principal capital expenditures
during the three years included production lines, test equipment
and computer hardware used primarily in research and development
as well as office and manufacturing facilities. We expect the
amount of capital expenditures during 2007 to be approximately
EUR 700 million, and to be funded from our cash flow
from operations. This estimate for 2007 does not include the
full impact of Nokia Siemens Networks.
Structured Finance
Structured Finance includes customer financing and other third
party financing. Network operators in some markets sometimes
require their suppliers, including us, to arrange or provide
long-term financing as a condition to obtaining or bidding on
infrastructure projects. Customer financing continues to be
requested by some operators in some markets. Extended payment
terms may continue to result in a material aggregate amount of
trade credits, but the associated risk is mitigated by the fact
that the portfolio relates to a variety of customers. See
Item 3.D Risk Factors Providing customer
financing or extending payment terms to customers can be a
competitive requirement and could adversely and materially
affect our results of operations, financial condition and cash
flow.
74
The following table sets forth Nokias total structured
finance, outstanding and committed, for the years indicated.
Structured Finance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, | |
|
|
| |
|
|
2006 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
|
(EUR millions) | |
Financing commitments
|
|
|
164 |
|
|
|
13 |
|
|
|
56 |
|
Outstanding long-term loans (net of allowances and write-offs)
|
|
|
19 |
|
|
|
63 |
|
|
|
|
|
Outstanding financial guarantees and securities pledged
|
|
|
23 |
|
|
|
|
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
206 |
|
|
|
63 |
|
|
|
59 |
|
|
|
|
|
|
|
|
|
|
|
In 2006, our total structured financing, outstanding and
committed, increased to EUR 206 million from
EUR 63 million in 2005 and primarily consisted of
committed financing to a network operator. Financial guarantees
given on behalf of third parties of EUR 23 million
were issued during 2006.
In 2005, our total structured financing primarily consisted of
the funding of the EUR 56 million 2004 financing
commitment to a network operator. The committed financing in
2005 of an additional EUR 13 million to this network
did not increase our total and outstanding credit risk from
EUR 63 million, as it was available only if the
outstanding loan of EUR 56 million was repaid. The
guarantees of EUR 3 million outstanding in 2004 were
released.
See Notes 8 and 37(b) to our consolidated financial
statements included in Item 18 of this annual report on
Form 20-F for
additional information relating to our committed and outstanding
customer financing.
As a strategic market requirement, we plan to continue to
provide customer financing and extended payment terms to a small
number of selected customers. We continue to make arrangements
with financial institutions and investors to sell credit risk we
have incurred from the commitments and outstanding loans we have
made as well as from the financial guarantees we have given.
Should the demand for customer finance increase in the future,
we intend to further mitigate our total structured financing
exposure, market conditions permitting.
We expect our structured financing commitments to be financed
mainly through cash flow from operations as well as through the
capital markets.
The structured financing commitment is available under a loan
facility negotiated with a customer of Networks. Availability of
the amounts is dependent upon the borrowers continuing
compliance with stated financial and operational covenants and
compliance with other administrative terms of the facility. The
loan is available to fund capital expenditure relating to
purchase of network infrastructure equipment and services from
networks.
The following table sets forth the amounts of Nokias
contingent commitments for the periods indicated. The amounts
represent the maximum principal amount of commitments.
Contingent Commitments Expiration Per Period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 | |
|
2008-2009 | |
|
2010-2011 | |
|
Thereafter | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(EUR millions) | |
Guarantees of Nokias performance
|
|
|
175 |
|
|
|
45 |
|
|
|
30 |
|
|
|
9 |
|
|
|
259 |
|
Financial guarantees and securities pledged on behalf of third
parties
|
|
|
|
|
|
|
4 |
|
|
|
|
|
|
|
19 |
|
|
|
23 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
175 |
|
|
|
49 |
|
|
|
30 |
|
|
|
28 |
|
|
|
282 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
75
Guarantees of Nokias performance include EUR
259 million of guarantees that are provided to certain
Networks customers in the form of bank guarantees, standby
letters of credit and other similar instruments. These
instruments entitle the customer to claim payment as
compensation for non-performance by Nokia of its obligations
under network infrastructure supply agreements. Depending on the
nature of the instrument, compensation is payable either
immediately upon request, or subject to independent verification
of non-performance by Nokia.
Financial guarantees and securities pledged on behalf of
customers represent guarantees relating to payment by certain
third parties under specified credit facilities between such
third parties and their creditors. Nokias obligations
under such guarantees are released upon the earlier of
expiration of the guarantee or early payment by the customer.
See Note 31 to our consolidated financial statements
included in Item 18 of this annual report on
Form 20-F for
further information regarding commitments and contingencies.
5.C Research and Development, Patents and Licenses
Success in the mobile communications industry requires
continuous introduction of new products and solutions based on
the latest available technology. This places considerable
demands on our research and development, or R&D activities.
Consequently, in order to maintain our competitiveness, we have
made substantial R&D expenditures in each of the last three
years. Our consolidated R&D expenses for 2006 were EUR
3 897 million, an increase of 2% from EUR
3 825 million in 2005. R&D expenses in 2004 were
EUR 3 776 million. These expenses represented 9.5%,
11.2% and 12.9% of net sales in 2006, 2005 and 2004,
respectively. In 2006, R&D expenses increased in Multimedia
and Networks and decreased in Mobile Phones and Enterprise
Solutions. In 2005, Multimedia incurred a restructuring charge
of EUR 15 million related to R&D activities. R&D
expenses in 2004 included impairments of EUR 115 million in
Networks due to the discontinuation of certain products and base
station horizontalization projects and an impairment related to
the WCDMA radio access network project. If the restructuring
costs in Multimedia in 2005 (EUR 15 million) and the
impairments and write-offs of capitalized R&D costs and the
restructuring costs in Networks were excluded from 2004
(impairments of EUR 115 million), R&D expenses would
have increased 2% in 2006 and 4% in 2005. This would have
represented 9.5% of Nokia net sales in 2006 compared with 11.1%
of Nokia net sales in 2005 and 12.5% of Nokia net sales in 2004.
To enable our future growth, we continued to improve the
efficiency of our worldwide R&D network and increased our
collaboration with third parties. At December 31, 2006, we
employed 21 453 people in R&D, representing
approximately 31% of Nokias total workforce, and had
research and development presence in 11 countries. R&D
expenses of Mobile Phones as a percentage of its net sales were
5.0% in 2006 compared with 6.0% in 2005 and 6.5% in 2004. In
Multimedia, R&D expenses as a percentage of its net sales
were 11.5% in 2006 compared with 14.4% in 2005 and 23.5% in
2004. R&D expenses of Enterprise Solutions as a percentage
of its net sales were 30.9%, compared with 38.2% in 2005 and
36.2% in 2004. In the case of Networks, R&D expenses
represented 15.8%, 17.8% and 18.6% of its net sales in 2006,
2005 and 2004, respectively. If the impairments and write-offs
of capitalized R&D costs and restructuring costs described
in the previous paragraph were excluded, the R&D expenses of
Networks would have represented 15.8%, 17.8% and 16.8% of
Networks net sales in 2006, 2005 and 2004, respectively.
We reached our target to lower our mobile device R&D
expenses/net sales ratio to 8% by the end of 2006, but we did
not reach our target to lower our Networks R&D expenses/net
sales ratio to 14% by the end of 2006. In an effort to continue
to improve our efficiency, Nokia targets an improvement in the
ratio of overall Nokia gross margin to R&D expenses in 2007,
compared to 2006. See Item 4.B Business
OverviewTechnology, Research and Development and
Patents and Licenses.
76
5.D Trends information
See Item 5.A Operating ResultsOverview
for information on material trends affecting our business and
results of operations.
5.E Off-Balance Sheet Arrangements
There are no material off-balance sheet arrangements that have
or are reasonably likely to have a current or future effect on
our financial condition, changes in financial condition,
revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that is material to investors.
5.F Tabular Disclosure of Contractual Obligations
The following table sets forth our contractual obligations for
the periods indicated.
Contractual Obligations Payments Due by Period
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2007 | |
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2008-2009 | |
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2010-2011 | |
|
Thereafter | |
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Total | |
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| |
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| |
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| |
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| |
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| |
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(EUR millions) | |
Long-term liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
192 |
|
|
|
192 |
|
Operating leases
|
|
|
214 |
|
|
|
269 |
|
|
|
111 |
|
|
|
71 |
|
|
|
665 |
|
Inventory purchases
|
|
|
1 630 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 630 |
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Total
|
|
|
1 844 |
|
|
|
269 |
|
|
|
111 |
|
|
|
263 |
|
|
|
2 487 |
|
|
|
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|
|
Benefit payments related to the underfunded domestic and foreign
defined benefit plan is not expected to be material in any given
period in the future. Therefore, these amounts have not been
included in the table above for any of the years presented.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
6.A Directors and Senior Management
Pursuant to the provisions of the Finnish Companies Act and our
articles of association, the control and management of Nokia is
divided among the shareholders at a general meeting, the Board
of Directors and the Group Executive Board.
Board of Directors
The current members of the Board of Directors were elected at
the Annual General Meeting on March 30, 2006, in accordance
with the proposal of the Corporate Governance and Nomination
Committee of the Board of Directors. On the same date, the
Chairman and Vice Chairman were elected by the members of the
Board of Directors.
The current members of the Board of Directors are set forth
below.
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Chairman Jorma Ollila, b. 1950 |
|
Chairman of the Board of Directors of Nokia Corporation.
Chairman of the Board of Directors of Royal Dutch Shell Plc.
Board member since 1995. Chairman since 1999. |
|
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|
Master of Political Science (University of Helsinki), Master of
Science (Econ.) (London School of Economics), Master of Science
(Eng.) (Helsinki University of Technology). |
|
|
|
Chairman and CEO, Chairman of the Group Executive Board of Nokia
Corporation 1999-2006, President and CEO, Chairman of the Group
Executive Board of Nokia Corporation 1992-1999, President of
Nokia Mobile Phones 1990-1992, Senior Vice President, Finance of
Nokia 1986-1989. Holder of |
77
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various managerial positions at Citibank within corporate
banking 1978-1985. |
|
|
|
Member of the Board of Directors of Ford Motor Company, Vice
Chairman of the Board of Directors of UPM-Kymmene Corporation,
Vice Chairman of the Board of Directors of Otava Books and
Magazines Group Ltd. Chairman of the Boards of Directors and the
Supervisory Boards of Finnish Business and Policy Forum EVA and
The Research Institute of the Finnish Economy ETLA. Chairman of
The European Round Table of Industrialists. |
|
Vice Chairman Paul J. Collins, b. 1936 |
|
Board member since 1998. Vice Chairman since 2000. |
|
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B.B.A. (University of Wisconsin), M.B.A. (Harvard Business
School). |
|
|
|
Vice Chairman of Citigroup Inc. 1998-2000, Vice Chairman and
member of the Board of Directors of Citicorp and Citibank N.A.
1988-2000. Holder of various executive positions at Citibank
within investment management, investment banking, corporate
planning as well as finance and administration 1961-1988. |
|
|
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Member of the Board of Directors of BG Group and The Enstar
Group, Inc. Member of the Supervisory Board of Actis Capital LLP. |
|
Georg Ehrnrooth, b. 1940 |
|
Board member since 2000. |
|
|
|
Master of Science (Eng.) (Helsinki University of Technology). |
|
|
|
President and CEO of Metra Corporation 1991-2000, President and
CEO of Lohja Corporation 1979-1991. Holder of various executive
positions at Wärtsilä Corporation within production
and management 1965-1979. |
|
|
|
Chairman of the Board of Directors of Sampo Plc. Vice Chairman
of the Board of Directors of Rautaruukki Corporation, member of
the Board of Directors of Oy Karl Fazer Ab and
Sandvik AB (publ). Vice Chairman of the Boards of Directors
of The Research Institute of the Finnish Economy ETLA and
Finnish Business and Policy Forum EVA. |
|
Daniel R. Hesse, b. 1953 |
|
Chairman and Chief Executive Officer of EMBARQ Corporation.
Board member since 2005. |
|
|
|
B.A. (University of Notre Dame), M.B.A. (Cornell University),
M.S. (Massachusetts Institute of Technology). |
|
|
|
CEO of Sprint Communication, Local Telecommunications Division
2005-2006, Chairman, President and CEO of Terabeam 2000-2004,
President and CEO of AT&T Wireless Services 1997-2000,
Executive Vice President of AT&T 1997-2000. Various
managerial positions in AT&T 1977-1997. |
|
|
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Member of the Board of Directors of VF Corporation. Member of
the National Board of Governors of the Boys & Girls Clubs of
America. |
78
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Dr. Bengt Holmström, b. 1949 |
|
Paul A. Samuelson Professor of Economics at MIT, joint
appointment at the MIT Sloan School of Management.
Board member since 1999. |
|
|
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Bachelor of Science (Helsinki University), Master of Science
(Stanford University), Doctor of Philosophy (Stanford
University). |
|
|
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Edwin J. Beinecke Professor of Management Studies at Yale
University 1985-1994. Member of the Board of Directors of
Kuusakoski Oy. Member of the American Academy of Arts and
Sciences and Foreign Member of The Royal Swedish Academy of
Sciences. |
|
Per Karlsson, b. 1955 |
|
Independent Corporate Advisor.
Board member since 2002. |
|
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Degree in Economics and Business Administration (Stockholm
School of Economics). |
|
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Executive Director, with mergers and acquisitions advisory
responsibilities, at Enskilda M&A, Enskilda Securities
(London) 1986- 1992. Corporate strategy consultant at the Boston
Consulting Group (London) 1979-1986. |
|
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Board member of IKANO Holdings S.A. |
|
Dame Marjorie Scardino, b. 1947 |
|
Chief Executive and member of the Board of Directors of
Pearson plc.
Board member since 2001. |
|
|
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B.A. (Baylor), J.D. (University of San Francisco). |
|
|
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Chief Executive of The Economist Group 1993-1997, President of
the North American Operations of The Economist Group 1985-1993,
lawyer 1976-1985 and publisher of The Georgia Gazette
newspaper 1978-1985. |
|
Keijo Suila, b. 1945 |
|
Board member since March 30, 2006. |
|
|
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B.Sc. (Economics and Business Administration) (Helsinki
University of Economics and Business Administration). |
|
|
|
President and CEO of Finnair Oyj 1999-2005. Holder of various
executive positions, including Vice Chairman and Executive Vice
President, at Huhtamäki Oyj, Leaf Group and Leaf Europe
during 1985-1998. Chairman of oneworld airline alliance
2003-2004 and member of various international aviation and air
transportation associations 1999-2005. |
|
|
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Vice Chairman of the Board of Directors of Kesko Corporation,
and Vice Chairman of the Supervisory Board of the Finnish Fair
Corporation. |
|
Vesa Vainio, b. 1942 |
|
Board member since 1993. |
|
|
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LL.M. (University of Helsinki). |
|
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|
Chairman 1998-1999 and 2000-2002 and Vice Chairman 1999-2000 of
the Board of Directors of Nordea AB (publ). Chairman of the
Executive Board and CEO of Merita Bank Ltd and CEO of Merita Ltd
1992-1997. President of Kymmene |
79
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Corporation 1991-1992. Holder of various other executive
positions in Finnish industry 1972-1991. |
|
|
|
Chairman of the Board of Directors of UPM-Kymmene Corporation. |
Edouard Michelin was re-elected as a Nokia Board member in the
Annual General Meeting on March 30, 2006. Due to his
accidental death, Nokia announced on May 29, 2006 that the
Board of Directors consisted of the above-mentioned nine members.
Proposal of the Corporate Governance and Nomination Committee
of the Board
On March 5, 2007, the Corporate Governance and Nomination
Committee announced its proposal to the Annual General Meeting
convening on May 3, 2007 regarding the election of the
members of the Board of Directors. The Corporate Governance and
Nomination Committee will propose to the Annual General Meeting
that the number of Board members be 11 and that the following
persons be re-elected
for a term until the close of the Annual General Meeting in
2008: Georg Ehrnrooth, Daniel R. Hesse, Dr. Bengt
Holmström, Per Karlsson, Jorma Ollila, Dame Marjorie
Scardino, Keijo Suila and Vesa Vainio. Moreover, the Committee
will propose that Lalita D. Gupte, Prof. Dr. Henning
Kagermann, and Olli-Pekka Kallasvuo be elected as new members of
the Nokia Board for the term from the Annual General Meeting in
2007 until the close of the Annual General Meeting in 2008.
Ms. Gupte is former Joint Managing Director of ICICI Bank
Limited, the second-largest bank in India, and currently
non-executive Chairman of the ICICI Venture Funds Management Co
Ltd. She is also a member of the Board of Directors of Bharat
Forge Ltd, Firstsource Solutions Ltd and Kirloskar Brothers Ltd.
Dr. Kagermann is CEO and Chairman of the Executive Board of
SAP AG, the worlds leading provider of business software,
headquartered in Germany. He is also a member of the Supervisory
Board of Deutsche Bank AG and Münchener
Rückversicherungs-Gesellschaft AG (Munich Re).
Mr. Kallasvuo is President and CEO of Nokia Corporation,
and he is also a member of the Board of Directors of EMC
Corporation.
Group Executive Board
According to our articles of association, we have a Group
Executive Board, which is responsible for the operative
management of the Group. The Chairman and members of the Group
Executive Board are appointed by the Board of Directors. Only
the Chairman of the Group Executive Board can be a member of
both the Board of Directors and the Group Executive Board.
The Group Executive Board was chaired by Jorma Ollila, Chairman
and CEO, until June 1, 2006, when he was released from his
duties as the CEO and Chairman of the Group Executive Board. As
from June 1, 2006, the Group Executive Board has been
chaired by Olli-Pekka Kallasvuo, President and CEO. Niklas
Savander, Executive Vice President, Technology Platforms, was
appointed a member of the Group Executive Board effective
April 1, 2006, and Pertti Korhonen, Chief Technology
Officer and Executive Vice President, Technology Platforms,
resigned from the Group Executive Board as of the same date.
The current members of our Group Executive Board are set forth
below.
|
|
|
Chairman Olli-Pekka Kallasvuo, b. 1953 |
|
President and CEO of Nokia Corporation.
Group Executive Board member since 1990. Group Executive Board
Chairman since 2006.
With Nokia 1980-81, rejoined 1982. |
|
|
|
LL.M. (University of Helsinki). |
|
|
|
President and COO of Nokia Corporation 2005-2006, Executive Vice
President and General Manager of Mobile Phones 2004-2005,
Executive Vice President, CFO of Nokia 1999-2003, Executive Vice
President of Nokia Americas and President of |
80
|
|
|
|
|
Nokia Inc. 1997-1998, Executive Vice President, CFO of Nokia
1992-1996, Senior Vice President, Finance of Nokia
1990-1991. |
|
|
|
Member of the Board of Directors of EMC Corporation. |
|
Robert Andersson, b. 1960 |
|
Executive Vice President of Customer and Market Operations.
Group Executive Board member since 2005.
Joined Nokia in 1985. |
|
|
|
Master of Business Administration (George Washington
University), Master of Science (Economics and Business
Administration) (Swedish School of Economics and Business
Administration, Helsinki). |
|
|
|
Senior Vice President of Customer and Market Operations, Europe,
Middle East and Africa 2004-2005, Senior Vice President of Nokia
Mobile Phones in Asia-Pacific 2001-2004, Vice President of Sales
for Nokia Mobile Phones in Europe and Africa 1998-2001. |
|
Simon Beresford-Wylie, b. 1958 |
|
Executive Vice President and General Manager of Networks.
Group Executive Board member since 2005.
Joined Nokia 1998. |
|
|
|
Bachelor of Arts (Economic Geography and History) (Australian
National University). |
|
|
|
Senior Vice President of Nokia Networks, Asia-Pacific 2003-2004,
Senior Vice President, Customer Operations of Nokia Networks,
2002- 2003, Vice President, Customer Operations of Nokia
Networks 2000-2002, Managing Director of Nokia Networks in India
and Area General Manager, South Asia 1999-2000, Regional
Director of Business Development, Project and Trade Finance of
Nokia Networks, Asia-Pacific 1998-1999, Chief Executive Officer
of Modi Telstra, India 1995-1998, General Manager, Banking and
Finance, Corporate and Government business unit of Telstra
Corporation 1993-1995, holder of executive positions in the
Corporate and Government business units of Telstra Corporation
1989-1993, holder of executive, managerial and clerical
positions in the Australian Commonwealth Public Service
1982-1989. |
|
|
|
Member of the Board of Directors of the Vitec Group. |
|
Mary T. McDowell, b. 1964 |
|
Executive Vice President and General Manager of Enterprise
Solutions.
Group Executive Board member since 2004.
Joined Nokia 2004. |
|
|
|
Bachelor of Science (Computer Science) (College of Engineering
at the University of Illinois). |
|
|
|
Senior Vice President, Strategy and Corporate Development of
Hewlett-Packard Company 2003, Senior Vice President &
General Manager, Industry-Standard Servers of Hewlett-Packard
Company 2002-2003, Senior Vice President & General
Manager, Industry-Standard Servers of Compaq Computer
Corporation 1998-2002, Vice President, Marketing, Server |
81
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|
|
Products Division of Compaq Computer Corporation 1996-1998.
Holder of executive, managerial and other positions at Compaq
Computer Corporation 1986-1996. |
|
Hallstein Moerk, b. 1953 |
|
Executive Vice President, Human Resources.
Group Executive Board member since 2004.
Joined Nokia 1999. |
|
|
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Diplomøkonom (Econ.) (Norwegian School of Management).
Holder of various positions at Hewlett-Packard Corporation
1977-1999. |
|
|
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Member of the Board of Advisors of Center for HR Strategy,
Rutgers University. |
|
Dr. Tero Ojanperä, b. 1966 |
|
Executive Vice President, Chief Technology Officer.
Group Executive Board member since 2005.
Joined Nokia 1990. |
|
|
|
Master of Science (University of Oulu), Ph.D. (Delft University
of Technology, The Netherlands). |
|
|
|
Executive Vice President & Chief Strategy Officer 2005-2006,
Senior Vice President, Head of Nokia Research Center 2002-2004.
Vice President, Research, Standardization and Technology of IP
Mobility Networks, Nokia Networks 1999-2001. Vice President,
Radio Access Systems Research and General Manager of Nokia
Networks in Korea, 1999. Head of Radio Access Systems Research,
Nokia Networks 1998-1999, Principal Engineer, Nokia Research
Center, 1997-1998. |
|
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Chairman of Nokia Foundation. A member of Young Global Leader. |
|
Niklas Savander, b. 1962 |
|
Executive Vice President, Technology Platforms.
Group Executive Board Member 2006.
Joined Nokia 1997. |
|
|
|
Master of Science (Eng.) (Helsinki University of Technology),
Master of Science (Economics and Business Administration)
(Swedish School of Economics and Business Administration,
Helsinki). |
|
|
|
Senior Vice President and General Manager of Nokia Enterprise
Solutions, Mobile Devices Business Unit 2003-2006, Senior Vice
President, Nokia Mobile Software, Market Operations 2002-2003,
Vice President, Nokia Mobile Software, Strategy, Marketing &
Sales 2001-2002, Vice President and General Manager of Nokia
Networks, Mobile Internet Applications 2000-2001, Vice President
of Nokia Network Systems, Marketing 1997-1998. Holder of
executive and managerial positions at Hewlett-Packard Company
1987-1997. |
|
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|
Member of the Board of Directors of Tamfelt Oyj. Member of the
Board of Directors and secretary of Waldemar von Frenckells
Stiftelse. |
|
Richard A. Simonson, b. 1958 |
|
Executive Vice President, Chief Financial Officer.
Group Executive Board member since 2004.
Joined Nokia 2001. |
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|
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Bachelor of Science (Mining Eng.) (Colorado School of Mines),
Master of Business Administration (Finance) (Wharton School of
Business at University of Pennsylvania). |
|
|
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Vice President & Head of Customer Finance of Nokia
Corporation 2001-2003, Managing Director of Telecom & Media
Group of Barclays 2001, Head of Global Project Finance and other
various positions at Bank of America Securities 1985-2001. |
|
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Member of the Board of Directors of Electronic Arts, Inc. Member
of the Board of Trustees of International House New
York. |
|
Veli Sundbäck, b. 1946 |
|
Executive Vice President, Corporate Relations and
Responsibility of Nokia Corporation.
Group Executive Board member since 1996.
Joined Nokia 1996. |
|
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LL.M. (University of Helsinki). |
|
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Executive Vice President, Corporate Relations and Trade Policy
of Nokia Corporation 1996-. Secretary of State at the Ministry
for Foreign Affairs 1993-1995, Under-Secretary of State for
External Economic Relations at the Ministry for Foreign Affairs
1990-1993. |
|
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|
Member of the Board of Directors of Finnair Oyj. Member of the
Board and its executive committee, Confederation of Finnish
Industries (EK), Vice Chairman of the Board, Technology
Industries of Finland, Vice Chairman of the Board of the
International Chamber of Commerce, Finnish Section, Chairman of
the Board of the FinlandChina Trade Association. |
|
Anssi Vanjoki, b. 1956 |
|
Executive Vice President and General Manager of Multimedia.
Group Executive Board member since 1998.
Joined Nokia 1991. |
|
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Master of Science (Econ.) (Helsinki School of Economics and
Business Administration). |
|
|
|
Executive Vice President of Nokia Mobile Phones 1998-2003,
Senior Vice President, Europe & Africa of Nokia Mobile
Phones 1994-1998, Vice President, Sales of Nokia Mobile Phones
1991-1994, 3M Corporation 1980-1991. |
|
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|
Chairman of the Board of Directors of Amer Group Plc. |
|
Dr. Kai Öistämö, b. 1964 |
|
Executive Vice President and General Manager of
Mobile Phones.
Group Executive Board Member since 2005.
Joined Nokia in 1991. |
|
|
|
Doctor of Technology (Signal Processing), Master of Science
(Engineering) (Tampere University of Technology). |
|
|
|
Senior Vice President, Business Line Management, Mobile Phones
2004-2005; Senior Vice President, Mobile Phones Business Unit,
Nokia Mobile Phones 2002-2003; Vice |
83
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President, TDMA/GSM 1900 Product Line, Nokia Mobile Phones
1999-2002; Vice President, TDMA Product Line 1997-1999; Holder
of technical and managerial positions in Nokia Consumer
Electronics and Nokia Mobile Phones, 1991-1997. |
|
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Member of the Board of Directors of the Finnish Funding Agency
for Technology and Innovation (Tekes). Chairman of the Research
and Technology Committee of the Confederation of Finnish
Industries (EK). |
6.B Compensation
The following section reports the remuneration to the Board of
Directors and describes our compensation policies and actual
compensation for the Group Executive Board and other executive
officers as well as our use of equity incentives.
Board of Directors
For the year ended December 31, 2006, the aggregate
remuneration of the non-executive members of the Board of
Directors was EUR 1 472 500. This amount includes
the full annual remuneration of Jorma Ollila, Chairman (Chairman
and CEO until June 1, 2006) for his services as Chairman of
the Board of Directors, only. Non-executive members of the Board
of Directors do not receive stock options, performance shares,
restricted shares or other variable compensation. The
remuneration for members of the Board of Directors is resolved
annually by our Annual General Meeting, upon proposal by the
Corporate Governance and Nomination Committee of the Board. The
remuneration is resolved for the period from the respective
Annual General Meeting until the next Annual General Meeting.
When preparing the Board of Directors remuneration
proposal, it is the policy of the Corporate Governance and
Nomination Committee of the Board to review and compare the
level of board remuneration paid in other global companies with
net sales and business complexity comparable to that of Nokia.
The Committees aim is that the company has an effective
Board consisting of world-class professionals representing
appropriate and diverse mix of skills and experience. A
competitive Board remuneration contributes to our achievement of
this target. Further, it is the company policy that a
significant proportion of director remuneration is paid in the
form of Nokia shares.
Remuneration of the Board of Directors in 2006
The following table sets forth the total annual remuneration
paid to the members of the Board of Directors for 2006, as
resolved by the shareholders at the Annual General Meeting on
March 30, 2006.
84
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Change in | |
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Pension Value | |
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Fees | |
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Non-Equity | |
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and Nonqualified | |
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Earned or | |
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Incentive | |
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Deferred | |
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Paid in | |
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Stock | |
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Plan | |
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Compensation | |
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All Other | |
|
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Cash | |
|
Awards | |
|
Options Awards | |
|
Compensation | |
|
Earnings | |
|
Compensation | |
|
Total | |
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Year | |
|
(EUR)(1) | |
|
(EUR)(2) | |
|
(EUR)(2) | |
|
EUR(2) | |
|
(EUR)(2) | |
|
(EUR)(2) | |
|
(EUR) | |
|
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| |
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| |
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| |
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| |
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| |
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| |
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| |
|
| |
Chairman, Jorma Ollila
(3)
|
|
|
2006 |
|
|
|
375 000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
375 000 |
|
Paul J.
Collins(4)
|
|
|
2006 |
|
|
|
162 500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
162 500 |
|
Georg
Ehrnrooth(5)
|
|
|
2006 |
|
|
|
120 000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
120 000 |
|
Daniel R. Hesse
|
|
|
2006 |
|
|
|
110 000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
110 000 |
|
Bengt Holmström
|
|
|
2006 |
|
|
|
110 000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
110 000 |
|
Per
Karlsson(6)
|
|
|
2006 |
|
|
|
135 000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
135 000 |
|
Marjorie Scardino
|
|
|
2006 |
|
|
|
110 000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
110 000 |
|
Keijo
Suila(7)
|
|
|
2006 |
|
|
|
120 000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
120 000 |
|
Vesa
Vainio(8)
|
|
|
2006 |
|
|
|
120 000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
120 000 |
|
(9)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Approximately 60% of each Board members annual
remuneration is paid in cash and the balance in Nokia shares
acquired from the market. |
|
(2) |
Not applicable to any non-executive member of the Board of
Directors. |
|
(3) |
This table includes fees paid for Mr. Ollila, Chairman, for
his services as Chairman of the Board. For compensation paid in
his role as CEO until June 1, 2006, please refer to Summary
Compensation Table on page 90. |
|
(4) |
The 2006 fee of Mr. Collins amounted to a total of EUR
162 500, consisting of a fee of EUR 137 500 for
services as Vice Chairman of the Board and EUR 25 000 for
services as Chairman of the Personnel Committee. |
|
(5) |
The 2006 fee of Mr. Ehrnrooth amounted to a total of EUR
120 000, consisting of a fee of EUR 110 000 for
services as a member of the Board and EUR 10 000 for
services as a member of the Audit Committee. |
|
(6) |
The 2006 fee of Mr. Karlsson amounted to a total of EUR
135 000, consisting of a fee of EUR 110 000 for
services as a member of the Board and EUR 25 000 for
services as Chairman of the Audit Committee. |
|
(7) |
The 2006 fee of Mr. Suila amounted to a total of EUR
120 000, consisting of a fee of EUR 110 000 for
services as a member of the Board and EUR 10 000 for
services as a member of the Audit Committee. |
|
(8) |
The 2006 fee of Mr. Vainio amounted to a total of EUR
120 000, consisting of a fee of EUR 110 000 for
services as a member of the Board and EUR 10 000 for
services as a member of the Audit Committee. |
|
(9) |
Edouard Michelin, who was elected as a member of the Board in
the Annual General meeting on March 30, 2006, was paid the
annual fee of EUR 110 000 prior to his accidental death in
May 2006. |
Remuneration of the Board of Directors in 2005 and
2004
In 2005, the remuneration approved by the shareholders at the
Annual General Meeting in 2005 was as follows: EUR 165 000
for the Chairman, EUR 137 500 for the Vice Chairman, and
EUR 110 000 for each other member of the Board. As
additional annual remuneration, the Chairman of the Audit
Committee and the Chairman of the Personnel Committee received
EUR 25 000 each. In addition, other members of the Audit
Committee received EUR 10 000 each. In 2005, the Chairman
of the Board was Jorma Ollila, the Vice Chairman was Paul J.
Collins and the other members were Georg Ehrnrooth, Daniel R.
Hesse, Bengt Holmström, Per Karlsson, Edouard Michelin,
Marjorie Scardino, Vesa Vainio and Arne Wessberg.
Mr. Collins was the Chairman of the Personnel Committee and
Mr. Karlsson the Chairman of the Audit Committee, and other
members of the Audit Committee were Mr. Ehrnrooth,
Mr. Vainio and Mr. Wessberg.
85
In 2004, the remuneration approved by the shareholders at the
Annual General Meeting in 2004 was as follows: EUR 150 000
for the Chairman, EUR 125 000 for the Vice Chairman, and
EUR 100 000 for each other members of the Board. As
additional annual remuneration, the Chairman of the Audit
Committee and the Chairman of the Personnel Committee received
EUR 25 000 each. In 2004, the Chairman of the Board was
Mr. Ollila, the Vice Chairman was Mr. Collins and the
other members were Mr. Ehrnrooth, Mr. Holmström,
Mr. Karlsson, Ms. Scardino, Mr. Vainio and
Mr. Wessberg. Mr. Collins was the Chairman of the
Personnel Committee and Mr. Karlsson was the Chairman of
the Audit Committee.
Proposal of the Corporate Governance and Nomination
Committee of the Board
On March 5, 2007, the Corporate Governance and Nomination
Committee of the Board announced that it will propose to the
Annual General Meeting to be held on May 3, 2007 that the
annual remuneration payable to the Board members to be elected
at the same meeting for the term until the close of the Annual
General Meeting in 2008, be as follows: EUR 375 000 for the
Chairman, EUR 150 000 for the Vice Chairman, and EUR 130 000 for
each member. In addition, the Corporate Governance and Committee
will propose that the Chairman of the Audit Committee and the
Chairman of the Personnel Committee will each receive an
additional annual fee of EUR 25 000, and each member of the
Audit Committee an additional annual fee of EUR 10 000. Further,
the Committee will propose that approximately 40% of the
remuneration be paid in Nokia Corporation shares purchased from
the market.
Executive Compensation
Executive Compensation Philosophy
Nokia operates in the extremely competitive, complex and rapidly
evolving mobile communications industry. We are a leading
company in the industry and conduct a global business. The key
objectives of the executive compensation programs are to
attract, retain, and motivate talented executive officers that
drive Nokias success and industry leadership. The
executive compensation programs are designed to:
|
|
|
|
|
provide competitive base pay rates, |
|
|
|
provide a total compensation that is competitive with the
relevant market, |
|
|
|
attract and retain outstanding executive talent, |
|
|
|
deliver significant variable cash compensation for the
achievement of stretch goals, and |
|
|
|
align the interests of the executive officers with those of the
shareholders through long-term incentives in the form of
equity-based awards. |
The Personnel Committee of the Board benchmarks Nokias
compensation practices against those of other relevant companies
in the same or similar industries and of the same or similar
revenue size. The relevant companies include high technology and
telecommunications companies that are headquartered in Europe
and the United States.
The Personnel Committee of the Board reviews all levels of the
executive officers compensation on an annual basis and,
from time to time during the year, when special needs arise. The
Committee reviews and recommends to the Board the corporate
goals and objectives relevant to the compensation of the
President and CEO, evaluates the performance of the President
and CEO in light of those goals and objectives, and proposes to
the Board for its approval the compensation level of the
President and CEO. The Personnel Committee approves all
compensation for the Group Executive Board (other than the
President and CEO) and other direct reports to the President and
CEO, including long-term equity incentives. The Personnel
Committee also reviews the results of the evaluation of the
performance of the Group Executive Board members and other
direct reports to the President and CEO, and approves their
incentive compensation based on such evaluation.
86
The Personnel Committee considers the following factors, among
others, in its review when determining the compensation of
Nokias executive officers:
|
|
|
|
|
The compensation levels for similar positions (in terms of scope
of position, revenues, number of employees, global
responsibility and reporting relationships) in relevant
benchmark companies, |
|
|
|
The performance demonstrated by the executive officer during the
last year, |
|
|
|
The size and impact of the role on Nokias overall
performance and strategic direction, |
|
|
|
The internal comparison to the compensation levels of the other
executive officers of Nokia, and |
|
|
|
Past experience and tenure in role. |
The Committee uses outside independent consultants to obtain
benchmark data and information on current market trends, and for
advice regarding specific compensation questions.
Components of Executive Compensation
The compensation program for executive officers includes the
following components:
Annual Cash Compensation
|
|
|
|
|
Base salaries targeted at globally competitive market
levels. |
|
|
|
Short-term cash incentives tied directly to performance
and representing a significant portion of an executive
officers total annual cash compensation. The short-term
cash incentive opportunity is expressed as a percentage of
the executive officers annual base salary. These award
opportunities and measurement criteria are presented in the
table below. The incentive payout formula is determined by two
main factors: (a) a comparison of Nokias actual
performance to pre-established targets for net sales, operating
profit and operating cash flow and (b) a comparison of each
executive officers individual performance to his/her
predefined targets. Certain executive officers may also have
objectives related to market share, quality, technology
innovation, new product revenue, or other objectives of key
strategic importance which require a discretionary assessment of
performance by the Personnel Committee of the Board. The target
setting as well as the weighting of each measure also require
the Personnel Committees approval. The final incentive
payout is determined by multiplying each executives
eligible salary by: (1) his/her incentive target percent;
and (2) the results of above mentioned factors (a) and (b).
The Personnel Committee of the Board may also apply discretion
when evaluating actual results against targets and the resulting
incentive payouts. In certain exceptional situations, the actual
short-term cash incentive awarded to the executive officer could
be zero. The maximum payout is only possible with maximum
performance on all measures. |
|
|
|
A portion of the short-term cash incentives is paid twice each
year based on the performance for each of Nokias
short-term plans that end on June 30 and December 31 of each
year. Another portion is paid annually at the end of the year,
based on the Personnel Committees assessment of
Nokias total shareholder return compared to key
competitors in the high technology and telecommunications
industries and relevant market indices over one-, three- and
five-year periods. In the case of the President and CEO, the
annual incentive award is also partly based on his performance
compared against strategic leadership objectives. |
87
Incentive as a % of Annual Base Salary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minimum | |
|
Target | |
|
Maximum | |
|
|
Position |
|
Performance | |
|
Performance | |
|
Performance | |
|
Measurement Criteria |
|
|
| |
|
| |
|
| |
|
|
President and
CEO(1)
|
|
|
0 |
% |
|
|
100 |
% |
|
|
225 |
% |
|
Financial Objectives
(includes targets for net sales, operating profit and
operating cash flow measures) |
|
|
|
0 |
% |
|
|
25 |
% |
|
|
37.50 |
% |
|
Total Shareholder Return
(comparison made with key competitors in the high technology
and telecommunications industries over one, three and five year
periods) |
|
|
|
0 |
% |
|
|
25 |
% |
|
|
37.50 |
% |
|
Strategic Objectives |
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
0 |
% |
|
|
150 |
% |
|
|
300 |
% |
|
|
|
Group Executive Board
|
|
|
0 |
% |
|
|
75 |
% |
|
|
168.75 |
% |
|
Financial & Strategic Objectives |
|
|
|
|
0 |
% |
|
|
25 |
% |
|
|
37.50 |
% |
|
Total Shareholder Return
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
0 |
% |
|
|
100 |
% |
|
|
206.25 |
% |
|
|
|
|
(1) |
Olli-Pekka Kallasvuos discretionary annual incentive of
100% tied to financial objectives and 25% tied to total
shareholder return covered his position as President and COO
until May 31, 2006 and his position as President and CEO
from June 1, 2006 onwards. The additional incentive of 25%
tied to strategic objectives became effective as of June 1,
2006, and is, therefore, prorated for seven months. |
|
(2) |
Only some of the Group Executive Board members are eligible for
the additional 25% total shareholder return element. |
More information on the actual cash compensation paid in 2006 to
our executive officers is in the Summary Compensation
Table 2006 on page 90.
Long-Term Equity-Based Incentives
Long-term equity-based incentive awards in the form of
performance shares, stock options and restricted shares are used
to align executive officers interests with shareholders
interests, reward performance, and encourage retention. These
awards are determined on the basis of several factors, including
a comparison of the executive officers overall
compensation with that of other executives in the relevant
market. Performance shares are Nokias main vehicle for
long-term equity-based incentives and only vest as shares, if at
least one of the pre-determined threshold performance levels,
tied to Nokias financial performance, is achieved by the
end of the performance period. Stock options are granted to
fewer employees that are in more senior and executive positions.
Stock options create value for the executive officer, once
vested, if the Nokia share price is higher than the exercise
price of the option established at grant, thereby aligning the
interests of the executives with those of the shareholders.
Restricted shares are used primarily for retention purposes and
they vest fully after the close of a pre-determined restriction
period. These equity-based incentive awards are generally
forfeited, if the executive leaves Nokia prior to vesting.
Information on the actual equity-based incentives granted to the
members of our Group Executive Board is included in
Item 6.E Share Ownership.
88
Actual Executive Compensation for 2006
At December 31, 2006, Nokia had a Group Executive Board
consisting of 11 members. The changes in the membership of our
Group Executive Board during 2006 were as follows: Jorma Ollila
resigned from his position as CEO and Chairman of the Group
Executive Board effective June 1, 2006 and, at that same
time, Olli-Pekka Kallasvuo was appointed as CEO and Chairman of
the Group Executive Board. Pertti Korhonen resigned as a member
of the Group Executive Board with effect from April 1, 2006
and ceased employment with us effective June 1, 2006.
Niklas Savander was appointed as a new member to the Group
Executive Board as Executive Vice President and Head of
Technology Platforms, effective April 1, 2006.
The following tables summarize the aggregate cash compensation
paid and the long-term equity-based incentives granted to the
members of the Group Executive Board under our equity plans in
2006.
Gains realized upon exercise of stock options and share-based
incentive grants vested for the members of the Group Executive
Board during 2006 are included in Item 6.E Share
Ownership.
Aggregate Cash Compensation to the Group Executive Board for
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of | |
|
|
|
|
|
|
Members | |
|
|
|
Cash | |
|
|
December 31, | |
|
|
|
Incentive | |
Year |
|
2006 | |
|
Base Salaries(3) | |
|
Payments(1)(2) | |
|
|
| |
|
| |
|
| |
|
|
|
|
EUR | |
|
EUR | |
2006
|
|
|
11 |
|
|
|
5 273 684 |
|
|
|
3 300 759 |
|
|
|
(1) |
Includes payments pursuant to cash incentive arrangements for
the 2006 calendar year. The cash incentives are paid as a
percentage of annual base salary based on Nokias
short-term cash incentives. |
|
(2) |
Excluding any gains realized upon exercise of stock options,
which are described in Item 6.E Share Ownership. |
|
(3) |
Includes base pay and bonuses to Pertti Korhonen for the period
until March 31, 2006, to Jorma Ollila until May 31,
2006 (including his compensation as CEO only) and to Niklas
Savander as from April 1, 2006. |
Long-Term Equity-Based Incentives Granted in
2006(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Number | |
|
|
Group Executive Board(3) | |
|
Total | |
|
of Participants | |
|
|
| |
|
| |
|
| |
Performance Shares at
Threshold(2)
|
|
|
380 000 |
|
|
|
5 140 736 |
|
|
|
13 500 |
|
Stock Options
|
|
|
1 520 000 |
|
|
|
11 421 939 |
|
|
|
5 200 |
|
Restricted Shares
|
|
|
405 000 |
|
|
|
1 669 050 |
|
|
|
250 |
|
|
|
(1) |
The equity-based incentive grants are generally forfeited if the
employment relationship terminates with Nokia. The settlement is
conditional upon performance and service conditions, as
determined in the relevant plan rules. For a description of our
equity plans, see Note 23 to our consolidated financial
statements included in Item 18 of this annual report on
Form 20-F. |
|
(2) |
At maximum performance, the settlement amounts to four times the
number of performance shares originally granted at threshold. |
|
(3) |
Including Pertti Korhonen until March 31, 2006, Jorma
Ollila until May 31, 2006 and Niklas Savander from
April 1, 2006. |
89
Summary Compensation Table 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Value | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and Nonqualified | |
|
|
|
|
Name and |
|
|
|
|
|
|
|
|
|
|
|
Non-Equity | |
|
Deferred | |
|
|
|
|
Principal |
|
|
|
|
|
|
|
Stock | |
|
Option | |
|
Incentive Plan | |
|
Compensation | |
|
All Other | |
|
|
Position |
|
Year** | |
|
Salary | |
|
Bonus(1) | |
|
Awards(2) | |
|
Awards(2) | |
|
Compensation | |
|
Earnings | |
|
Compensation | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
|
|
|
|
EUR |
|
|
|
EUR |
|
|
|
EUR |
|
|
|
EUR |
|
|
|
EUR |
|
|
|
EUR |
|
|
|
EUR |
|
|
|
EUR |
|
Jorma Ollila
|
|
|
2006 |
|
|
|
609 524 |
|
|
|
643 942 |
|
|
|
5 105 118 |
|
|
|
1 220 610 |
|
|
|
|
* |
|
|
|
(3) |
|
|
662 764 |
(5) |
|
|
8 241 955 |
|
Chairman of the Board
|
|
|
2005 |
|
|
|
1 500 000 |
|
|
|
3 212 037 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4) |
|
|
|
|
|
|
|
|
|
and former CEO (CEO
|
|
|
2004 |
|
|
|
1 475 238 |
|
|
|
1 936 221 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
until June 1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Olli-Pekka Kallasvuo
|
|
|
2006 |
|
|
|
898 413 |
|
|
|
664 227 |
|
|
|
1 529 732 |
|
|
|
578 465 |
|
|
|
|
* |
|
|
1 496 883 |
(3)(6) |
|
|
38 960 |
(7) |
|
|
5 206 680 |
|
President and CEO
|
|
|
2005 |
|
|
|
623 524 |
|
|
|
947 742 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(President and COO until June 1)
|
|
|
2004 |
|
|
|
584 000 |
|
|
|
454 150 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard Simonson
|
|
|
2006 |
(8) |
|
|
460 070 |
|
|
|
292 673 |
|
|
|
958 993 |
|
|
|
194 119 |
|
|
|
|
* |
|
|
|
|
|
|
84 652 |
(9) |
|
|
1 990 507 |
|
EVP and Chief Financial Officer
|
|
|
2005 |
|
|
|
461 526 |
|
|
|
634 516 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Anssi Vanjoki
|
|
|
2006 |
|
|
|
505 343 |
|
|
|
353 674 |
|
|
|
938 582 |
|
|
|
222 213 |
|
|
|
|
* |
|
|
215 143 |
(3) |
|
|
29 394 |
(10) |
|
|
2 264 349 |
|
EVP and General Manager,
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Multimedia
|
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2005 |
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476 000 |
|
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718 896 |
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Mary McDowell
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2006 |
(8) |
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466 676 |
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249 625 |
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786 783 |
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213 412 |
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* |
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45 806 |
(11) |
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1 762 302 |
|
EVP and General Manager,
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Enterprise Solutions
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Hallstein Moerk
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2006 |
(8) |
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390 854 |
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205 516 |
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652 530 |
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123 802 |
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* |
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(12) |
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269 902 |
(13) |
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1 642 603 |
|
EVP and Head of Human
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Resources
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(1) |
Bonus payments are part of Nokias short-term cash
incentives. The amount consists of the bonus awarded and paid or
payable by Nokia for the respective fiscal year. |
|
(2) |
Amounts shown represent share based compensation expense
recognized in 2006 for all outstanding equity grants in
accordance IFRS 2, Share-based payment. |
|
(3) |
The change in pension value represents the proportionate change
in the companys liability related to the individual
executive. These executives participate in the Finnish TEL
pension system that provides for a retirement benefit based on
years of service and earnings according to the prescribed
statutory system. The TEL system is a partly funded and a partly
pooled pay as you go system. The figures shown
represent only the change in liability for the funded portion.
The method used to derive the actuarial IFRS valuation is based
upon salary information at December 31, 2005. Actuarial
assumptions including salary increases and inflation have been
determined to arrive at the valuation at the year end 2006. |
|
(4) |
Nokias liability of EUR 676 117 for
Mr. Ollilas disability benefit under the Finnish TEL
pension (see footnote 3 above) was cancelled upon end of
his employment effective on June 1, 2006. Furthermore,
Nokias liability of EUR 4 787 000 for
Mr. Ollilas early retirement benefit at the age of 60
provided under his service agreement was also cancelled as of
June 1, 2006. These resulted in a decrease of Nokias
total liability of EUR 5 463 117. |
|
(5) |
All other compensation for Mr. Ollila includes:
EUR 375 000 for his services as Chairman of the Board
or Directors, also disclosed in the Remuneration of the Board of
Directors table on page 85; a payout of
EUR 166 666 for unused vacation days upon end of
employment; service awards in the amount of
EUR 119 048 and EUR 2 050 for driver and
mobile phone. |
|
(6) |
The change in pension value for Mr. Kallasvuo includes
EUR 194 883 for the proportionate change in the
companys liability related to the individual under the
funded part of the Finnish TEL pension (see footnote 3
above). In addition, it includes EUR 1 302 000
for the change in liability in the early retirement benefit at
the age of 60 provided under his service contract. |
90
|
|
(7) |
All other compensation for Mr. Kallasvuo includes:
EUR 21 240 for car allowance, EUR 10 000 for
financial counseling, EUR 4 680 for driver and
EUR 3 040 for mobile phone and club membership. |
|
(8) |
Salaries, benefits and perquisites of Mr. Simonson,
Mr. Moerk and Ms. McDowell are paid and denominated in
USD. Amounts were converted to EUR using year-end 2006 USD/EUR
exchange rate of 1.31. |
|
(9) |
All other compensation for Mr. Simonson includes:
EUR 13 282 company contributions to the 401(k) plan,
EUR 23 419 company contributions to the Restoration
and Deferral Plan, EUR 21 519 provided as benefit
under Nokias relocation policy, EUR 12 977 for
car allowance and EUR 13 454 for financial counseling. |
|
|
(10) |
All other compensation for Mr. Vanjoki includes:
EUR 19 154 for car allowance; EUR 10 000 for
financial counseling and the remainder for mobile phone. |
|
(11) |
All other compensation for Ms. McDowell includes:
EUR 13 282 company contributions to the 401(k) plan,
EUR 13 105 company contributions to the Restoration
and Deferral Plan, EUR 2 688 provided as benefit under
Nokias relocation policy, EUR 12 977 for car
allowance and EUR 3 753 for financial counseling. |
|
(12) |
The change in pension value for Mr. Moerk was reduced by
EUR 80 000. This represents the change in Nokias
liability in the retirement benefit at age of 62 provided under
his service contract. |
|
(13) |
All other compensation for Mr. Moerk includes:
EUR 245 434 provided as a benefit under Nokias
expatriate policy and EUR 24 468 for car allowance,
financial counseling and Employee Stock Purchase Plan benefit. |
|
|
* |
None of the named executive officers participated in a
formulated, non-discretionary, incentive plan. Annual incentive
payments are included under the Bonus column. |
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** |
History has been provided for those data elements previously
disclosed. |
Equity Grants in
2006(1)
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Option Awards | |
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Stock Awards | |
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Performance | |
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Performance | |
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Shares | |
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Grant | |
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Grant Date | |
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Shares at | |
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Shares at | |
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Restricted | |
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Grant | |
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underlying | |
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Price | |
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Fair Value(2) | |
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Threshold | |
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Shares | |
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Fair Value(3) | |
Position |
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Year | |
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Date | |
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Options | |
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(EUR) | |
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(EUR) | |
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(Number) | |
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(Number) | |
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Jorma Ollila
Chairman of the Board and former CEO (CEO until June 1)
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2006 |
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May 5 |
|
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400 000 |
|
|
|
18.02 |
|
|
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1 349 229 |
|
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100 000 |
|
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400 000 |
|
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100 000 |
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4 666 937 |
|
|
Olli-Pekka Kallasvuo
President and CEO (President and COO until June 1)
|
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2006 |
|
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May 5 |
|
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300 000 |
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18.02 |
|
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1 011 922 |
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75 000 |
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300 000 |
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100 000 |
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3 668 604 |
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Richard Simonson
EVP and Chief Financial Officer
|
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2006 |
|
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May 5 |
|
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100 000 |
|
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18.02 |
|
|
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337 307 |
|
|
|
25 000 |
|
|
|
100 000 |
|
|
|
25 000 |
|
|
|
1 102 125 |
|
|
Anssi Vanjoki
EVP and General Manager, Multimedia
|
|
|
2006 |
|
|
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May 5 |
|
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100 000 |
|
|
|
18.02 |
|
|
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337 307 |
|
|
|
25 000 |
|
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|
100 000 |
|
|
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25 000 |
|
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1 102 125 |
|
|
Mary McDowell
EVP and General Manager, Enterprise Solutions
|
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|
2006 |
|
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May 5 |
|
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100 000 |
|
|
|
18.02 |
|
|
|
337 307 |
|
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|
25 000 |
|
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|
100 000 |
|
|
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25 000 |
|
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1 102 125 |
|
|
Hallstein Moerk
EVP and Head of Human Resources
|
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|
2006 |
|
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May 5 |
|
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60 000 |
|
|
|
18.02 |
|
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202 384 |
|
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15 000 |
|
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60 000 |
|
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15 000 |
|
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661 275 |
|
91
|
|
(1) |
Including all grants made during 2006. Stock option grants were
made under the Nokia Stock Option Plan 2005, performance share
grants under the Nokia Performance Share Plan 2006 and
restricted share grants under the Nokia Restricted Share Plan
2006. |
|
(2) |
The fair values of stock options equal the estimated fair value
on the grant date, calculated using the Black-Scholes model. The
stock option exercise price is EUR 18.02. The Helsinki
Stock Exchange closing market price at grant date was
EUR 17.97. |
|
(3) |
The fair value of performance shares and restricted shares
equals the estimated fair value on grant date. The estimated
fair value is based on the grant date market price of the Nokia
share less the present value of dividends expected to be paid
during the vesting period. The value of performance shares is
presented on the basis of a number of shares which is two times
the number at threshold. |
Pension Arrangements for the Members of the Group
Executive Board
The members of the Group Executive Board in 2006 participate in
the local retirement programs applicable to employees in the
country where they reside. Executives in Finland participate in
the Finnish TEL pension system, which provides for a retirement
benefit based on years of service and earnings according to a
prescribed statutory system. Under the Finnish TEL pension
system, base pay, incentives and other taxable fringe benefits
are included in the definition of earnings, although gains
realized from equity are not. The Finnish TEL pension scheme
provides for early retirement benefits at age 62 with a
reduction in the amount of retirement benefits. Standard
retirement benefits are available from age 63 to 68,
according to an increasing scale.
Executives in the United States participate in Nokias
Retirement Savings and Investment Plan. Effective July 1,
2006, under this 401(k) plan, participants elect to make
voluntary pre-tax contributions that are 100% matched by Nokia
up to 8% of eligible earnings. Prior to July 1, 2006
participants could elect to make voluntary pre-tax contributions
that were 100% matched by Nokia up to 6% of eligible earnings
with an additional annual discretionary contribution of up to 2%
of eligible earnings made by Nokia. For participants earning in
excess of the eligible earning limit, Nokia offers an additional
Restoration and Deferral Plan. This plan allows employees to
defer up to 50% of their salary and 100% of their bonus into a
non-qualified plan. Prior to July 1, 2006, Nokia also made
annual discretionary contributions to this non-qualified plan of
up to 2% of the earnings above 401(k) eligibility limits.
Effective July 1, 2006, these 2% discretionary
contributions were eliminated. The last contributions were made
in 2006 based on 2005 earnings.
Olli-Pekka Kallasvuo
can, as part of his service contract, retire at the age of 60
with full retirement benefit should he be employed by Nokia at
the time. The full retirement benefit is calculated as if
Mr. Kallasvuo had continued his service with Nokia through
the statutory retirement age of 65.
Jorma Ollilas service contract ended as of June 1,
2006, after which he is not eligible to receive any additional
retirement benefits from Nokia.
Simon Beresford-Wylie participates in the Nokia International
Employee Benefit Plan (NIEBP). The NIEBP is a defined
contribution retirement arrangement provided to some Nokia
employees on international assignments. The contributions to
NIEBP are funded two-thirds by Nokia and one-third by the
employee. Because Mr. Beresford-Wylie also participates in the
Finnish TEL system, the company contribution to NIEBP is 1.3% of
annual earnings.
Hallstein Moerk, following his arrangement with a previous
employer, has also in his current position at Nokia a retirement
benefit of 65% of his pensionable salary beginning at the age of
62. Early retirement is possible at the age of 55 with reduced
benefits.
Service Contracts
Jorma Ollilas service contract, which covered his position
as CEO, ended as of June 1, 2006 without any severance or
other payments from Nokia. Following the termination of his
service contract, he is
92
no longer eligible for incentives, bonuses, stock options or
other equity grants or additional retirement benefits from
Nokia. Mr. Ollila was entitled to retain all vested and
unvested stock options and other equity compensation granted to
him prior to June 1, 2006.
Olli-Pekka
Kallasvuos service contract covers his current position as
President and CEO and Chairman of the Group Executive Board. The
contract also covered his prior position as President and COO.
Mr. Kallasvuos annual total gross base salary, which
is subject to an annual review by the Board of Directors, was
EUR 750 000 from January 1, 2006 until May 31,
2006, and is EUR 1 000 000 from June 1, 2006. His
incentive targets under the Nokia short-term incentive plan were
125% of annual gross base salary, starting from January 1,
2006 and are 150% of annual gross base salary, starting
June 1, 2006. In case of termination by Nokia for reasons
other than cause, including a change of control,
Mr. Kallasvuo is entitled to a severance payment of up to
18 months of compensation (both annual total gross base
salary and target incentive). In case of termination by
Mr. Kallasvuo, the notice period is 6 months and he is
entitled to a payment for such notice period (both annual total
gross base salary and target incentive for 6 months).
Mr. Kallasvuo is subject to a 12-month non-competition
obligation after termination of the contract. Unless the
contract is terminated for cause, Mr. Kallasvuo may be
entitled to compensation during the non-competition period or a
part of it. Such compensation amounts to the annual total gross
base salary and target incentive for the respective period
during which no severance payment is paid.
Equity-Based Compensation Programs
General
During the year ended December 31, 2006, Nokia sponsored
three global stock option plans, three global performance share
plans and four global restricted share plans. Both executives
and employees participate in these plans. In 2004, Nokia
introduced performance shares as the main element to the
companys broad-based equity compensation program to
further emphasize the performance element in employees
long-term incentives. Thereafter, the number of stock options
granted has been significantly reduced. The rationale for using
both performance shares and stock options for employees in
higher job grades is to build an optimal and balanced
combination of equity-based incentives. The program intends to
align the potential value received by participants directly with
the performance of Nokia. Since 2003, Nokia has also granted
restricted shares to a small selected number of employees each
year.
The broad-based equity incentive program in 2006, which was
approved by the Board of Directors, followed the structure of
the program in 2005. The target group for the 2006 equity-based
incentive program continued to be broad, with a wide number of
employees in many levels of the organization eligible to
participate. The aggregate number of participants in all of
Nokias equity-based programs in 2006 was approximately
30 000, which is similar to the number in 2005.
The equity-based incentive grants are generally conditional upon
continued employment with Nokia, as well as the fulfillment of
performance and other conditions, as determined in the relevant
plan rules.
For a more detailed description of all of Nokias
equity-based incentive plans, see Note 23 to our
consolidated financial statements included in Item 18 of
this annual report on
Form 20-F.
Performance Shares
We have granted performance shares under the global 2004, 2005
and 2006 plans, each of which has been approved by the Board of
Directors.
The performance shares represent a commitment by Nokia to
deliver Nokia shares to employees at a future point in time,
subject to Nokias fulfillment of pre-defined performance
criteria. No performance shares will vest unless Nokias
performance reaches at least one of the threshold levels
measured by two independent, pre-defined performance criteria:
Nokias average annual net sales
93
growth target for the performance period of the plan and
earnings per share (EPS) target at the end of the
performance period. The 2004 and 2005 plans have a four-year
performance period, including a possibility for an interim
payout, and the 2006 plan has a three-year performance period
without any interim payout. For the 2004 plan, the performance
period consists of the fiscal years 2004 through 2007, with an
interim payout made in 2006. For the 2005 plan the performance
period consists of the fiscal years 2005 through 2008, with a
possibility for an interim payout in 2007. The second and final
payout, if any, under both the 2004 and 2005 plans, will be
after the close of the respective four-year performance periods.
In the 2004 and 2005 plans average annual net sales growth and
separate EPS threshold and maximum levels have been determined
for the interim measurement period and for the full performance
period. For the 2006 plan, the performance period consists of
the fiscal years 2006 through 2008, with no interim measurement
period. The final payout, if any, will be made in 2009 after the
close of the three-year performance period. Until the Nokia
shares are transferred and delivered, the recipients will not
have any shareholder rights, such as voting or dividend rights,
associated with the performance shares.
Performance share grants are approved by the CEO at the end of
the respective calendar quarter on the basis of an authorization
given by the Board of Directors. Approvals for performance share
grants to the CEO are made by the Board of Directors, and for
the Group Executive Board members and other direct reports of
the CEO by the Personnel Committee of the Board.
Stock Options
Nokias outstanding global stock option plans were approved
by the Annual General Meetings in the year when each plan was
launched, i.e., in 2001, 2003 and 2005.
Each stock option entitles the holder to subscribe for one new
Nokia share. Under the 2001 stock option plan, the stock options
are transferable by the participants. Under the 2003 and 2005
plans, the stock options are non-transferable. All of the stock
options have a vesting schedule with a 25% vesting one year
after grant, and quarterly vesting thereafter. The stock options
granted under the plans generally have a term of five years.
The exercise price of the grant is determined at the time of
grant on a quarterly basis. The exercise prices are determined
in accordance with a pre-agreed schedule after the release of
Nokias periodic financial results and are based on the
trade volume weighted average price of a Nokia share on the
Helsinki Stock Exchange during the trading days of the first
whole week of the second month of the respective calendar
quarter (i.e., February, May, August or November). Exercise
prices are determined on a one-week weighted average to mitigate
any short term fluctuations in Nokias share price. The
determination of exercise price is defined in the terms and
conditions of the stock option plan, which are approved by the
shareholders at the respective Annual General Meeting. The Board
of Directors does not have right to amend the above-described
determination of exercise price.
Stock option grants are approved by the CEO at the time of stock
option pricing on the basis of an authorization given by the
Board of Directors. Approvals for stock option grants to the CEO
are made by the Board of Directors, and the Group Executive
Board members and other for direct reports of the CEO by the
Personnel Committee of the Board.
Restricted Shares
Since 2003, we have granted restricted shares to recruit,
retain, reward and motivate selected high potential employees,
who are critical to the future success of Nokia. It is
Nokias philosophy that restricted shares will be used only
for key management positions and other critical resources. The
2003, 2004, 2005 and 2006 restricted share plans have been
approved by the Board of Directors.
All of our restricted share plans have a restriction period of
three years after grant. Once the shares vest, they will be
transferred and delivered to the recipients. Until the Nokia
shares are transferred and delivered, the recipients will not
have any shareholder rights, such as voting or dividend rights,
associated with the restricted shares. Restricted share grants
are approved by the CEO at the end of
94
the respective calendar quarter on the basis of an authorization
given by the Board of Directors. Approvals for restricted share
grants to the CEO are made by the Board of Directors, and for
the Group Executive Board members and other direct reports of
the CEO by the Personnel Committee of the Board.
Other Equity Plans for Employees
In addition to our global equity plans described above, we have
equity plans for Nokia acquired businesses or employees in the
United States and Canada under which participants can receive
Nokia ADSs. These equity plans do not result in an increase in
the share capital of Nokia. The Nokia Auxiliary Equity Plan
which was launched in 2006, is a plan under which performance
shares, stock options and restricted shares can be granted.
Under the Nokia Auxiliary Equity Plan 2006, Nokia may award
equity instruments based in Nokia ordinary shares or Nokia ADSs
to eligible employees of Nokia Group or eligible employees in
acquired businesses up to the aggregate maximum of
4 million shares. Under the Nokia Auxiliary Equity Plan
2006 grants can be made under more than one sub-plan and the
plan is currently comprised of the Nokia Auxiliary Performance
Share Plan 2006, the Nokia Auxiliary Stock Option Plan 2006 and
the Nokia Auxiliary Restricted Share Plan 2006.
We have also an Employee Share Purchase Plan in the United
States, which permits all full-time Nokia employees located in
the United States to acquire Nokia ADSs at a 15% discount. The
purchase of the ADSs is funded through monthly payroll
deductions from the salary of the participants, and the ADSs are
purchased on a monthly basis. As of December 31, 2006, a
total of 2 276 233 ADSs had been purchased under this
plan since its inception, and there were a total of
approximately 1 000 participants. For more information of
these plans, see Note 23 to our consolidated financial
statements included in Item 18 of this annual report on
Form 20-F.
Equity-Based Compensation Program 2007
The Board of Directors announced the proposed scope and design
for the 2007 Equity Program on January 25, 2007. The main
equity instrument will be performance shares. In addition, stock
options will be granted to a more limited population, and
restricted shares will be used for a small number of high
potential and critical employees.
Performance Share Plan 2007
The Performance Share Plan in 2007 approved by the Board of
Directors will cover a performance period of three years
(2007-2009) with no
interim measurement period. No performance shares will vest
unless Nokias performance reaches at least one of the
threshold levels measured by two independent, pre-defined
performance criteria:
|
|
(1) |
Average Annual Net Sales Growth: performance period
2007-2009, and |
|
(2) |
Reported, basic EPS: 2009. |
The actual threshold and maximum levels will be determined and
disclosed during the first quarter 2007.
Average Annual Net Sales Growth is calculated as an average of
the net sales growth rates for the years 2006 through 2009. Both
the EPS and Average Annual Net Sales Growth criteria are equally
weighted and performance under each of the two performance
criteria are calculated independent of each other.
Achievement of the maximum performance for both criteria will
result in the vesting of maximum of 12 million Nokia
shares. Performance exceeding the maximum criteria does not
increase the number of performance shares that will vest.
Achievement of the threshold performance for both criteria will
result in the vesting of approximately 3 million shares. If
only one of the threshold levels of performance is achieved,
only approximately 1.5 million of the performance shares
will vest. If none of the threshold levels are achieved, then
none of the performance shares will vest. For performance
95
between the threshold and maximum performance levels, the
vesting follows a linear scale. If the required performance
levels are achieved, the vesting will take place in 2010. Until
the Nokia shares are transferred and delivered, the recipients
will not have any shareholder rights, such as voting or dividend
rights associated with these performance shares.
Stock Option Plan 2007
The Board of Directors will make a proposal for Stock Option
Plan 2007 to be approved by the shareholders at the Annual
General Meeting on May 3, 2007. The stock option grants in
2007 are expected to be made primarily out of the Stock Option
Plan 2007, which is proposed to be a four-year plan amounting to
a maximum of 20 million stock options to be granted from
2007 to 2010. Each stock option would entitle the option holder
to subscribe for one Nokia share. The exercise price of the
stock options would be determined at the time of grant on a
quarterly basis and would be based on the trade volume weighted
average price of a Nokia share on the Helsinki Stock Exchange
for the first whole week of the second month of the calendar
quarter (i.e. February, May, August or November). The stock
options would have a vesting schedule with a 25% vesting one
year after grant and quarterly vesting thereafter. The
subcategories of stock options expected to be issued under the
plan would generally have a term of five years, with the last of
the subcategories expiring as of December 31, 2015. The
determination of exercise price is defined in the terms and
conditions of the stock option plan to be presented for
shareholders approval at the Annual General Meeting. The
Board of Directors would not have right to amend the above
described determination of exercise price.
Restricted Share Plan 2007
The restricted shares to be granted under the Restricted Share
Plan 2007 will have a three-year restriction period. The
restricted shares will vest and the payable Nokia shares be
delivered mainly in 2010, subject to fulfillment of the service
period criteria. Recipients will not have any shareholder rights
or voting rights during the restriction period, until the Nokia
shares are transferred and delivered to plan participants at the
end of the restriction period.
Maximum Planned Grants
The maximum number of planned grants under the 2007 Equity
Program (i.e., performance shares, stock options and restricted
shares) are set forth in the table below. The planned amounts
for 2007 are less than the total amounts approved and disclosed
in 2006.
|
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|
|
Maximum Number of Planned Grants under | |
Plan type |
|
the 2007 Equity Program in 2007 | |
|
|
| |
Stock Options
|
|
|
5 million |
|
Restricted Shares
|
|
|
4 million |
|
Performance Shares at
Threshold(1)
|
|
|
3 million |
|
|
|
(1) |
The maximum number of shares to be delivered at maximum
performance is four times the number originally granted (at
threshold), i.e. a total of 12 million Nokia shares. |
As of December 31, 2006, the total dilutive effect of
Nokias stock options, performance shares and restricted
shares outstanding, assuming full dilution, was approximately
3.4% in the aggregate. The potential maximum effect of the
proposed equity program 2007, would be approximately another
0.8%.
96
6.C Board Practices
The Board of Directors
The operations of the company are managed under the direction of
the Board of Directors, within the framework set by the Finnish
Companies Act and our articles of association and the
complementary Corporate Governance Guidelines and related
charters adopted by the Board.
The Board represents and is accountable to the shareholders of
the company. The Boards responsibilities are active, not
passive, and include the responsibility regularly to evaluate
the strategic direction of the company, management policies and
the effectiveness with which management implements its policies.
The Boards responsibilities further include overseeing the
structure and composition of the companys top management
and monitoring legal compliance and the management of risks
related to the companys operations. In doing so the Board
may set annual ranges and/or individual limits for capital
expenditures, investments and divestitures and financial
commitments not to be exceeded without Board approval.
The Board has the responsibility for appointing and discharging
the Chief Executive Officer and the other members of the Group
Executive Board. The Chief Executive Officer also acts as
President, and his rights and responsibilities include those
allotted to the President under Finnish law. Subject to the
requirements of Finnish law, the independent directors of the
Board confirm the compensation and the employment conditions of
the Chief Executive Officer upon the recommendation of the
Personnel Committee. The compensation and employment conditions
of the other members of the Group Executive Board are approved
by the Personnel Committee upon the recommendation of the Chief
Executive Officer.
The basic responsibility of the members of the Board is to act
in good faith and with due care so as to exercise their business
judgment on an informed basis in what they reasonably and
honestly believe to be the best interests of the company and its
shareholders. In discharging that obligation, the directors must
inform themselves of all relevant information reasonably
available to them.
Pursuant to the articles of association, Nokia Corporation has a
Board of Directors composed of a minimum of seven and a maximum
of 10 members. The members of the Board are elected for a term
of one year at each Annual General Meeting, which convenes each
year by May 15. The Annual General Meeting held on
March 30, 2006 elected 10 members to the Board of
Directors. Due to the accidental death of one member, Edouard
Michelin, Nokia announced on May 29, 2006 that the Board of
Directors thereafter consisted of the remaining nine members. On
January 25, 2007, the Nokia Board announced that it would
propose to the Annual General Meeting convening on May 3,
2007 that the articles of association be amended to allow a
minimum of seven and a maximum of 12 members of the Board
of Directors, and that the Annual General Meeting would convene
each year by June 30.
The Chairman of the Board, Mr. Ollila, was also
Nokias CEO until June 1, 2006. The other members of
the Board are all non-executive and independent as defined under
Finnish rules and regulations. In January 2007, the Board
determined that seven members of the Board are independent, as
defined in the New York Stock Exchanges corporate
governance listing standards, as amended in November 2004. In
addition to the Chairman, Bengt Holmström was determined
not to be independent under the NYSE standards due to a family
relationship with an executive officer of a Nokia supplier of
whose consolidated gross revenue from Nokia accounts for an
amount that exceeds the limit provided in the NYSE listing
standards, but that is less than 10%. The Board convened
13 times during 2006. Seven of the meetings were held
through technical equipment. The average ratio of attendance at
the meetings was 98%. The non-executive directors meet twice a
year, or more often as they deem appropriate. Such sessions
were, until June 1, 2006 presided over by the Vice Chairman
of the Board or, in his absence, the most senior non-executive
member of the Board. As from June 1, 2006, these sessions
were chaired by the non-executive Chairman of the Board or, in
his absence, the non-executive Vice Chairman of the Board. In
addition, the independent directors meet
97
separately at least once annually. The Board and each committee
also has the power to hire independent legal, financial or other
advisors as it deems necessary.
The Board elects a Chairman and a Vice Chairman from among its
members for one term at a time. On March 30, 2006 the Board
resolved that Mr. Ollila should continue to act as Chairman
and that Paul J. Collins should continue to act as Vice
Chairman. The Board also appoints the members and the chairmen
for its committees from among its non-executive, independent
members for one term at a time.
The Board conducts annual performance self-evaluations, which
also include evaluations of the committees work, the
results of which are discussed by the Board. The Corporate
Governance Guidelines concerning the directors
responsibilities, the composition and selection of the Board,
Board committees and certain other matters relating to corporate
governance are available on our website, www.nokia.com.
We also have a company Code of Conduct which is equally
applicable to all of our employees, directors and management and
is accessible at our website, www.nokia.com. As well, we
have a Code of Ethics for the Principal Executive Officers and
the Senior Financial Officers. For more information about our
Code of Ethics, see Item 16.B. Code of Ethics.
As of December 31, 2006, no Board member has a service
contract with Nokia. We had a service contract with
Mr. Ollila, Chairman (Chairman and CEO until June 1,
2006), which ended on June 1, 2006 without any severance or
other payments from Nokia. For a discussion of service contracts
with certain Nokia executives, see Item 6.B
CompensationService Contracts.
Committees of the Board of Directors
The Audit Committee consists of a minimum of three
members of the Board who meet all applicable independence,
financial literacy and other requirements of Finnish law and the
rules of the stock exchanges where Nokia shares are listed,
including the Helsinki Stock Exchange and the New York Stock
Exchange. Since March 30, 2006, the Committee has consisted
of the following four members of the Board: Per Karlsson
(Chairman), Georg Ehrnrooth, Keijo Suila and Vesa Vainio.
The Audit Committee is established by the Board primarily for
the purpose of overseeing the accounting and financial reporting
processes of the company and audits of the financial statements
of the company. The Committee is responsible for assisting the
Boards oversight of (1) the quality and integrity of
the companys financial statements and related disclosure,
(2) the external auditors qualifications and
independence, (3) the performance of the external auditor
subject to the requirements of Finnish law, (4) the
performance of the companys internal controls and risk
management and assurance function, and (5) the
companys compliance with legal and regulatory
requirements. The Committee also maintains procedures for the
receipt, retention and treatment of complaints received by the
company regarding accounting, internal controls, or auditing
matters and for the confidential, anonymous submission by
employees of the company of concerns regarding accounting or
auditing matters. Under Finnish law, our external auditor is
elected by our shareholders at the Annual General Meeting. The
Committee makes a recommendation to the shareholders in respect
of the appointment of the external auditor based upon its
evaluation of the qualifications and independence of the auditor
to be proposed for election or re-election. The Committee meets
at least four times per year based upon a schedule established
at the first meeting following the appointment of the Committee.
The Committee meets separately with the representatives of
Nokias management and the external auditor at least twice
a year. The head of the internal audit function has at all times
direct access to the Audit Committee, without involvement of the
management. The Audit Committee convened six times in 2006. One
of the meetings was held through technical equipment.
The Personnel Committee consists of a minimum of three
members of the Board who meet all applicable independence
requirements of Finnish law and the rules of the stock exchanges
where Nokia shares are listed, including the Helsinki Stock
Exchange and the New York Stock Exchange.
98
Since March 30, 2006, the Personnel Committee has consisted
of the following members of the Board: Paul J. Collins
(Chairman), Georg Ehrnrooth, Daniel R. Hesse, Edouard Michelin
(until May 2006) and Marjorie Scardino.
The primary purpose of the Personnel Committee is to oversee the
personnel policies and practices of the company. It assists the
Board in discharging its responsibilities relating to all
compensation, including equity compensation, of the
companys executives and the terms of employment of the
same. The Committee has overall responsibility for evaluating,
resolving and making recommendations to the Board regarding
(1) compensation of the companys top executives and
their employment conditions, (2) all equity-based plans,
(3) incentive compensation plans, policies and programs of
the company affecting executives, and (4) other significant
incentive plans. The Committee is responsible for overseeing
compensation philosophy and principles and ensuring the above
compensation programs are performance-based, properly motivate
management, support overall corporate strategies and are aligned
with shareholders interests. The Committee is responsible
for the review of senior management development and succession
plans. The Personnel Committee convened three times in 2006.
The Corporate Governance and Nomination Committee
consists of three to five members of the Board who meet all
applicable independence requirements of Finnish law and the
rules of the stock exchanges where Nokia shares are listed,
including the Helsinki Stock Exchange and the New York Stock
Exchange. Since March 30, 2006, the Corporate Governance
and Nomination Committee has consisted of the following four
members of the Board: Marjorie Scardino (Chairman), Paul J.
Collins, Per Karlsson and Vesa Vainio.
The Corporate Governance and Nomination Committees purpose
is (1) to prepare the proposals for the general meetings in
respect of the composition of the Board along with the director
remuneration to be approved by the shareholders, and (2) to
monitor issues and practices related to corporate governance and
to propose necessary actions in respect thereof.
The Committee fulfills its responsibilities by (i) actively
identifying individuals qualified to become members of the
Board, (ii) recommending to the shareholders the director
nominees for election at the Annual General Meetings,
(iii) monitoring significant developments in the law and
practice of corporate governance and of the duties and
responsibilities of directors of public companies,
(iv) assisting the Board and each committee of the Board in
its annual performance self-evaluations, including establishing
criteria to be used in connection with such evaluations, and
(v) developing and recommending to the Board and
administering the Corporate Governance Guidelines of the
company. The Corporate Governance and Nomination Committee
convened four times in 2006. One of the meetings was held
through technical equipment.
The charters of each of the committees are available on our
website, www.nokia.com.
Home Country Practices
Under the New York Stock Exchanges corporate governance
listing standards, listed foreign private issuers, like Nokia,
must disclose any significant ways in which their corporate
governance practices differ from those followed by US domestic
companies under the NYSE listing standards. There are no
significant differences in the corporate governance practices
followed by Nokia as compared to those followed by
US domestic companies under the NYSE listing standards,
except that Nokia follows the requirements of Finnish law with
respect to the approval of equity compensation plans. Under
Finnish law, stock option plans require shareholder approval at
the time of their launch. All other plans that include the
delivery of company stock in the form of newly issued shares or
treasury shares require shareholder approval at the time of the
delivery of the shares or, if shareholder approval is granted
through an authorization to the Board of Directors, no more than
a maximum of five years earlier. The NYSE listing standards
require that equity compensation plans be approved by a
companys shareholders.
99
Nokias corporate governance practices also comply with the
Corporate Governance Recommendation for Listed Companies
approved by the Helsinki Stock Exchange in December 2003
effective as of July 1, 2004.
6.D Employees
At December 31, 2006, Nokia employed 68 483 people,
compared with 58 874 at December 31, 2005 and
55 505 at December 31, 2004. The average number of
personnel for 2006, 2005 and 2004 was 65 324, 56 896
and 53 511 respectively, divided according to their
activity and geographical location as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
Mobile Phones
|
|
|
3 639 |
|
|
|
2 647 |
|
|
|
2 853 |
|
Multimedia
|
|
|
3 058 |
|
|
|
2 750 |
|
|
|
2 851 |
|
Enterprise Solutions
|
|
|
2 264 |
|
|
|
2 185 |
|
|
|
2 167 |
|
Networks
|
|
|
20 277 |
|
|
|
17 676 |
|
|
|
15 463 |
|
Customer and Market Operations
|
|
|
23 323 |
|
|
|
18 642 |
|
|
|
17 095 |
|
Technology Platforms
|
|
|
5 874 |
|
|
|
6 629 |
|
|
|
6 351 |
|
Common Group Functions
|
|
|
6 889 |
|
|
|
6 367 |
|
|
|
6 731 |
|
|
|
|
|
|
|
|
|
|
|
Nokia Group
|
|
|
65 324 |
|
|
|
56 896 |
|
|
|
53 511 |
|
|
|
|
|
|
|
|
|
|
|
|
Finland
|
|
|
24 091 |
|
|
|
23 628 |
|
|
|
22 922 |
|
Other European countries
|
|
|
14 490 |
|
|
|
13 051 |
|
|
|
12 215 |
|
Middle-East & Africa
|
|
|
724 |
|
|
|
250 |
|
|
|
118 |
|
China
|
|
|
6 893 |
|
|
|
5 466 |
|
|
|
4 782 |
|
Asia-Pacific
|
|
|
7 915 |
|
|
|
3 593 |
|
|
|
2 833 |
|
North America
|
|
|
6 050 |
|
|
|
6 680 |
|
|
|
7 235 |
|
Latin America
|
|
|
5 161 |
|
|
|
4 228 |
|
|
|
3 406 |
|
|
|
|
|
|
|
|
|
|
|
Nokia Group
|
|
|
65 324 |
|
|
|
56 896 |
|
|
|
53 511 |
|
|
|
|
|
|
|
|
|
|
|
Management believes that we have a good relationship with our
employees and with the labor unions.
6.E Share Ownership
General
The following section describes the ownership or potential
ownership interest in the company of the members of our Board of
Directors and the Group Executive Board, either through share
ownership or through holding of equity based incentives, which
may lead to share ownership in the future. Since 1999,
approximately 40% of the remuneration paid to the Board of
Directors has been paid in Nokia shares purchased from the
market. Non-executive members of the Board of Directors do not
receive stock options, performance shares, restricted shares or
other variable pay compensation. For a description of our
equity-based compensation programs for employees and executives,
see Item 6.B CompensationEquity-Based
Compensation Programs.
Share Ownership of the Board of Directors
On December 31, 2006, the members of our Board of Directors
held the aggregate of 810 302 shares and ADSs in
Nokia, which represented 0.02% of our outstanding share capital
and total voting rights excluding shares held by the Group as of
that date.
100
The following table sets forth the number of shares and ADSs
beneficially held by members of the Board of Directors as of
December 31, 2006.
|
|
|
|
|
|
|
|
|
|
|
Shares(1) | |
|
ADSs | |
|
|
| |
|
| |
Jorma
Ollila(2)
|
|
|
286 468 |
|
|
|
0 |
|
Paul J. Collins
|
|
|
0 |
|
|
|
122 626 |
|
Georg
Ehrnrooth(3)
|
|
|
314 996 |
|
|
|
0 |
|
Daniel R. Hesse
|
|
|
0 |
|
|
|
5 696 |
|
Bengt Holmström
|
|
|
16 606 |
|
|
|
0 |
|
Per
Karlsson(3)
|
|
|
19 538 |
|
|
|
0 |
|
Marjorie Scardino
|
|
|
0 |
|
|
|
14 018 |
|
Keijo Suila
|
|
|
2 570 |
|
|
|
0 |
|
Vesa Vainio
|
|
|
27 784 |
|
|
|
0 |
|
|
|
|
|
|
|
|
Total
|
|
|
667 962 |
|
|
|
142 340 |
|
|
|
|
|
|
|
|
|
|
(1) |
The number of shares includes not only shares acquired as
compensation for services rendered as a member of the Board of
Directors, but also shares acquired by any other means. |
|
(2) |
For Mr. Ollila, this table includes his share ownership
only. Mr. Ollila was the companys CEO until
June 1, 2006 and received stock options, performance shares
and restricted shares in that capacity until the said date.
Mr. Ollilas holdings of long-term equity-based
incentives are outlined in footnote 5 under Stock
Option Ownership of the Group Executive Board on
page 105 and, in footnote 6 under Performance
Shares and Restricted Shares on page 107. |
|
(3) |
Mr. Ehrnrooths and Mr. Karlssons holdings
include both shares held personally and shares held through a
company. |
Share Ownership of the Group Executive Board
The following table sets forth the share ownership, as well as
potential ownership interest through holding of equity based
incentives, of the members of the Group Executive Board as of
December 31, 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares Receivable | |
|
|
|
|
|
|
Shares | |
|
Through | |
|
|
|
|
|
|
Receivable | |
|
Performance | |
|
Shares Receivable | |
|
|
|
|
Through Stock | |
|
Shares at | |
|
Through Restricted | |
|
|
Shares | |
|
Options | |
|
Threshold(3) | |
|
Shares | |
|
|
| |
|
| |
|
| |
|
| |
Number of Equity Instruments Held by Group Executive Board
|
|
|
519 716 |
|
|
|
2 755 806 |
|
|
|
477 360 |
|
|
|
884 500 |
|
% of the Share
Capital(1)
|
|
|
0.013 |
|
|
|
0.069 |
|
|
|
0.012 |
|
|
|
0.022 |
|
% of the Total Outstanding Equity Incentives (per
Instrument)(2)
|
|
|
|
|
|
|
3.007 |
|
|
|
3.784 |
|
|
|
14.584 |
|
|
|
(1) |
The percentage is calculated in relation to the outstanding
share capital and total voting rights of the company, excluding
shares held by the Group. |
|
(2) |
The percentage is calculated in relation to the total
outstanding equity incentives per instrument, i.e. stock
options, performance shares and restricted shares, as applicable. |
|
(3) |
Performance shares at threshold represent the original grant. At
maximum performance, the settlement amounts to four times the
number of performance shares originally granted (at threshold).
Due to the interim payout in 2006, the maximum number of Nokia
shares deliverable under the performance share plan 2004 equals
three times the number of performance shares originally granted
(at threshold). |
101
The following table sets forth the number of shares and ADSs
beneficially held by members of the Group Executive Board as of
December 31, 2006.
|
|
|
|
|
|
|
|
|
|
|
Shares | |
|
ADSs | |
|
|
| |
|
| |
Olli-Pekka Kallasvuo
|
|
|
130 000 |
|
|
|
0 |
|
Robert Andersson
|
|
|
16 260 |
|
|
|
0 |
|
Simon Beresford-Wylie
|
|
|
17 924 |
|
|
|
0 |
|
Mary McDowell
|
|
|
7 935 |
|
|
|
5 000 |
|
Hallstein Moerk
|
|
|
36 074 |
|
|
|
0 |
|
Tero Ojanperä
|
|
|
1 174 |
|
|
|
0 |
|
Niklas Savander
|
|
|
11 868 |
|
|
|
0 |
|
Richard Simonson
|
|
|
26 621 |
|
|
|
20 000 |
|
Veli Sundbäck
|
|
|
128 524 |
|
|
|
0 |
|
Anssi Vanjoki
|
|
|
113 050 |
|
|
|
0 |
|
Kai Öistämö
|
|
|
5 286 |
|
|
|
0 |
|
|
|
|
|
|
|
|
Total
|
|
|
494 716 |
|
|
|
25 000 |
|
|
|
|
|
|
|
|
Mr. Korhonen resigned as member of the Group Executive
Board effective April 1, 2006, and ceased employment with
us on May 31, 2006. He held 15 300 shares as of
March 31, 2006.
102
Stock Option Ownership of the Group Executive Board
The following table provides certain information relating to
stock options held by members of the Group Executive Board as of
December 31, 2006. These stock options were issued pursuant
to Nokia Stock Option Plans 2001, 2003 and 2005. For a
description of our stock option plans, please see Note 23
to our consolidated financial statements in Item 18 of this
annual report on
Form 20-F.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Intrinsic Value of | |
|
|
|
|
|
|
Exercise | |
|
|
|
|
|
Stock Options, | |
|
|
|
|
|
|
Price | |
|
|
|
December 31, 2006 | |
|
|
|
|
|
|
per | |
|
Number of Stock Options(2) | |
|
(EUR)(3) | |
|
|
Stock Option | |
|
Expiration |
|
Share | |
|
| |
|
| |
|
|
Category(1) | |
|
Date |
|
(EUR) | |
|
Exercisable | |
|
Unexercisable | |
|
Exercisable(4) | |
|
Unexercisable | |
|
|
| |
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
Olli-Pekka Kallasvuo
|
|
|
2001 A/B |
|
|
December 31, 2006 |
|
|
36.75 |
|
|
|
100 000 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
|
2001 C 4Q/01 |
|
|
December 31, 2006 |
|
|
26.67 |
|
|
|
50 000 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
|
2002 A/B |
|
|
December 31, 2007 |
|
|
17.89 |
|
|
|
175 000 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
|
2003 2Q |
|
|
December 31, 2008 |
|
|
14.95 |
|
|
|
97 500 |
|
|
|
22 500 |
|
|
|
51 675 |
|
|
|
11 925 |
|
|
|
|
2004 2Q |
|
|
December 31, 2009 |
|
|
11.79 |
|
|
|
33 750 |
|
|
|
26 250 |
|
|
|
124 538 |
|
|
|
96 863 |
|
|
|
|
2005 2Q |
|
|
December 31, 2010 |
|
|
12.79 |
|
|
|
18 750 |
|
|
|
41 250 |
|
|
|
50 438 |
|
|
|
110 963 |
|
|
|
|
2005 4Q |
|
|
December 31, 2010 |
|
|
14.48 |
|
|
|
0 |
|
|
|
100 000 |
|
|
|
0 |
|
|
|
100 000 |
|
|
|
|
2006 2Q |
|
|
December 31, 2011 |
|
|
18.02 |
|
|
|
0 |
|
|
|
300 000 |
|
|
|
0 |
|
|
|
0 |
|
Robert Andersson
|
|
|
2001 A/B |
|
|
December 31, 2006 |
|
|
36.75 |
|
|
|
21 500 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
|
2001 C 4Q/01 |
|
|
December 31, 2006 |
|
|
26.67 |
|
|
|
10 750 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
|
2002 A/B |
|
|
December 31, 2007 |
|
|
17.89 |
|
|
|
30 000 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
|
2003 2Q |
|
|
December 31, 2008 |
|
|
14.95 |
|
|
|
14 625 |
|
|
|
3 375 |
|
|
|
7 751 |
|
|
|
1 789 |
|
|
|
|
2004 2Q |
|
|
December 31, 2009 |
|
|
11.79 |
|
|
|
5 850 |
|
|
|
4 550 |
|
|
|
21 587 |
|
|
|
16 790 |
|
|
|
|
2005 2Q |
|
|
December 31, 2010 |
|
|
12.79 |
|
|
|
3 750 |
|
|
|
8 250 |
|
|
|
10 088 |
|
|
|
22 193 |
|
|
|
|
2005 4Q |
|
|
December 31, 2010 |
|
|
14.48 |
|
|
|
0 |
|
|
|
28 000 |
|
|
|
0 |
|
|
|
28 000 |
|
|
|
|
2006 2Q |
|
|
December 31, 2011 |
|
|
18.02 |
|
|
|
0 |
|
|
|
80 000 |
|
|
|
0 |
|
|
|
0 |
|
Simon Beresford-Wylie
|
|
|
2001 A/B |
|
|
December 31, 2006 |
|
|
36.75 |
|
|
|
14 000 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
|
2001 C 4Q/01 |
|
|
December 31, 2006 |
|
|
26.67 |
|
|
|
7 000 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
|
2002 A/B |
|
|
December 31, 2007 |
|
|
17.89 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
|
2003 2Q |
|
|
December 31, 2008 |
|
|
14.95 |
|
|
|
10 558 |
|
|
|
2 442 |
|
|
|
5 596 |
|
|
|
1 294 |
|
|
|
|
2004 2Q |
|
|
December 31, 2009 |
|
|
11.79 |
|
|
|
5 625 |
|
|
|
4 375 |
|
|
|
20 756 |
|
|
|
16 144 |
|
|
|
|
2005 2Q |
|
|
December 31, 2010 |
|
|
12.79 |
|
|
|
18 750 |
|
|
|
41 250 |
|
|
|
50 438 |
|
|
|
110 963 |
|
|
|
|
2006 2Q |
|
|
December 31, 2011 |
|
|
18.02 |
|
|
|
0 |
|
|
|
100 000 |
|
|
|
0 |
|
|
|
0 |
|
Mary McDowell
|
|
|
2003 4Q |
|
|
December 31, 2008 |
|
|
15.05 |
|
|
|
48 125 |
|
|
|
21 875 |
|
|
|
20 694 |
|
|
|
9 406 |
|
|
|
|
2004 2Q |
|
|
December 31, 2009 |
|
|
11.79 |
|
|
|
28 125 |
|
|
|
21 875 |
|
|
|
103 781 |
|
|
|
80 719 |
|
|
|
|
2005 2Q |
|
|
December 31, 2010 |
|
|
12.79 |
|
|
|
18 750 |
|
|
|
41 250 |
|
|
|
50 438 |
|
|
|
110 963 |
|
|
|
|
2006 2Q |
|
|
December 31, 2011 |
|
|
18.02 |
|
|
|
0 |
|
|
|
100 000 |
|
|
|
0 |
|
|
|
0 |
|
Hallstein Moerk
|
|
|
2001 A/B |
|
|
December 31, 2006 |
|
|
36.75 |
|
|
|
30 000 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
|
2001 C 4Q/01 |
|
|
December 31, 2006 |
|
|
26.67 |
|
|
|
15 000 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
|
2002 A/B |
|
|
December 31, 2007 |
|
|
17.89 |
|
|
|
30 000 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
|
2003 2Q |
|
|
December 31, 2008 |
|
|
14.95 |
|
|
|
16 250 |
|
|
|
3 750 |
|
|
|
8 613 |
|
|
|
1 988 |
|
|
|
|
2004 2Q |
|
|
December 31, 2009 |
|
|
11.79 |
|
|
|
3 750 |
|
|
|
13 125 |
|
|
|
13 838 |
|
|
|
48 431 |
|
|
|
|
2005 2Q |
|
|
December 31, 2010 |
|
|
12.79 |
|
|
|
12 500 |
|
|
|
27 500 |
|
|
|
33 625 |
|
|
|
73 975 |
|
|
|
|
2006 2Q |
|
|
December 31, 2011 |
|
|
18.02 |
|
|
|
0 |
|
|
|
60 000 |
|
|
|
0 |
|
|
|
0 |
|
Tero Ojanperä
|
|
|
2001 A/B |
|
|
December 31, 2006 |
|
|
36.75 |
|
|
|
12 500 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
|
2001 C 4Q/01 |
|
|
December 31, 2006 |
|
|
26.67 |
|
|
|
6 250 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
|
2002 A/B |
|
|
December 31, 2007 |
|
|
17.89 |
|
|
|
14 500 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
|
2003 2Q |
|
|
December 31, 2008 |
|
|
14.95 |
|
|
|
13 000 |
|
|
|
3 000 |
|
|
|
6 890 |
|
|
|
1 590 |
|
|
|
|
2004 2Q |
|
|
December 31, 2009 |
|
|
11.79 |
|
|
|
5 625 |
|
|
|
4 375 |
|
|
|
20 756 |
|
|
|
16 144 |
|
|
|
|
2005 2Q |
|
|
December 31, 2010 |
|
|
12.79 |
|
|
|
12 500 |
|
|
|
27 500 |
|
|
|
33 625 |
|
|
|
73 975 |
|
|
|
|
2006 2Q |
|
|
December 31, 2011 |
|
|
18.02 |
|
|
|
0 |
|
|
|
60 000 |
|
|
|
0 |
|
|
|
0 |
|
103
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Intrinsic Value of | |
|
|
|
|
|
|
Exercise | |
|
|
|
|
|
Stock Options, | |
|
|
|
|
|
|
Price | |
|
|
|
December 31, 2006 | |
|
|
|
|
|
|
per | |
|
Number of Stock Options(2) | |
|
(EUR)(3) | |
|
|
Stock Option | |
|
Expiration |
|
Share | |
|
| |
|
| |
|
|
Category(1) | |
|
Date |
|
(EUR) | |
|
Exercisable | |
|
Unexercisable | |
|
Exercisable(4) | |
|
Unexercisable | |
|
|
| |
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
Niklas Savander
|
|
|
2001 A/B |
|
|
December 31, 2006 |
|
|
36.75 |
|
|
|
12 500 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
|
2001 C 4Q/01 |
|
|
December 31, 2006 |
|
|
26.67 |
|
|
|
6 250 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
|
2002 A/B |
|
|
December 31, 2007 |
|
|
17.89 |
|
|
|
21 500 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
|
2003 2Q |
|
|
December 31, 2008 |
|
|
14.95 |
|
|
|
10 558 |
|
|
|
2 442 |
|
|
|
5 596 |
|
|
|
1 294 |
|
|
|
|
2004 2Q |
|
|
December 31, 2009 |
|
|
11.79 |
|
|
|
5 760 |
|
|
|
4 480 |
|
|
|
21 254 |
|
|
|
16 531 |
|
|
|
|
2005 2Q |
|
|
December 31, 2010 |
|
|
12.79 |
|
|
|
4 375 |
|
|
|
9 625 |
|
|
|
11 769 |
|
|
|
25 891 |
|
|
|
|
2006 2Q |
|
|
December 31, 2011 |
|
|
18.02 |
|
|
|
0 |
|
|
|
60 000 |
|
|
|
0 |
|
|
|
0 |
|
Richard Simonson
|
|
|
2001 C 3Q/01 |
|
|
December 31, 2006 |
|
|
20.61 |
|
|
|
36 000 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
|
2002 A/B |
|
|
December 31, 2007 |
|
|
17.89 |
|
|
|
15 000 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
|
2003 2Q |
|
|
December 31, 2008 |
|
|
14.95 |
|
|
|
9 337 |
|
|
|
2 163 |
|
|
|
4 949 |
|
|
|
1 146 |
|
|
|
|
2004 2Q |
|
|
December 31, 2009 |
|
|
11.79 |
|
|
|
28 125 |
|
|
|
21 875 |
|
|
|
103 781 |
|
|
|
80 719 |
|
|
|
|
2005 2Q |
|
|
December 31, 2010 |
|
|
12.79 |
|
|
|
18 750 |
|
|
|
41 250 |
|
|
|
50 438 |
|
|
|
110 963 |
|
|
|
|
2006 2Q |
|
|
December 31, 2011 |
|
|
18.02 |
|
|
|
0 |
|
|
|
100 000 |
|
|
|
0 |
|
|
|
0 |
|
Veli Sundbäck
|
|
|
2001 A/B |
|
|
December 31, 2006 |
|
|
36.75 |
|
|
|
40 000 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
|
2001 C 4Q/01 |
|
|
December 31, 2006 |
|
|
26.67 |
|
|
|
20 000 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
|
2002 A/B |
|
|
December 31, 2007 |
|
|
17.89 |
|
|
|
40 000 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
|
2003 2Q |
|
|
December 31, 2008 |
|
|
14.95 |
|
|
|
40 625 |
|
|
|
9 375 |
|
|
|
21 531 |
|
|
|
4 969 |
|
|
|
|
2004 2Q |
|
|
December 31, 2009 |
|
|
11.79 |
|
|
|
16 875 |
|
|
|
13 125 |
|
|
|
62 269 |
|
|
|
48 431 |
|
|
|
|
2005 2Q |
|
|
December 31, 2010 |
|
|
12.79 |
|
|
|
12 500 |
|
|
|
27 500 |
|
|
|
33 625 |
|
|
|
73 975 |
|
|
|
|
2006 2Q |
|
|
December 31, 2011 |
|
|
18.02 |
|
|
|
0 |
|
|
|
60 000 |
|
|
|
0 |
|
|
|
0 |
|
Anssi Vanjoki
|
|
|
2001 A/B |
|
|
December 31, 2006 |
|
|
36.75 |
|
|
|
70 000 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
|
2001 C 4Q/01 |
|
|
December 31, 2006 |
|
|
26.67 |
|
|
|
35 000 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
|
2002 A/B |
|
|
December 31, 2007 |
|
|
17.89 |
|
|
|
6 250 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
|
2003 2Q |
|
|
December 31, 2008 |
|
|
14.95 |
|
|
|
40 000 |
|
|
|
18 750 |
|
|
|
21 200 |
|
|
|
9 938 |
|
|
|
|
2004 2Q |
|
|
December 31, 2009 |
|
|
11.79 |
|
|
|
20 000 |
|
|
|
26 250 |
|
|
|
73 800 |
|
|
|
96 863 |
|
|
|
|
2005 2Q |
|
|
December 31, 2010 |
|
|
12.79 |
|
|
|
10 000 |
|
|
|
41 250 |
|
|
|
26 900 |
|
|
|
110 963 |
|
|
|
|
2006 2Q |
|
|
December 31, 2011 |
|
|
18.02 |
|
|
|
0 |
|
|
|
100 000 |
|
|
|
0 |
|
|
|
0 |
|
Kai Öistämö
|
|
|
2001 A/B |
|
|
December 31, 2006 |
|
|
36.75 |
|
|
|
2 695 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
|
2001 C 4Q/01 |
|
|
December 31, 2006 |
|
|
26.67 |
|
|
|
2 695 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
|
2002 A/B |
|
|
December 31, 2007 |
|
|
17.89 |
|
|
|
1 892 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
|
2003 2Q |
|
|
December 31, 2008 |
|
|
14.95 |
|
|
|
1 436 |
|
|
|
2 163 |
|
|
|
761 |
|
|
|
1 146 |
|
|
|
|
2004 2Q |
|
|
December 31, 2009 |
|
|
11.79 |
|
|
|
3 625 |
|
|
|
4 375 |
|
|
|
13 376 |
|
|
|
16 144 |
|
|
|
|
2005 2Q |
|
|
December 31, 2010 |
|
|
12.79 |
|
|
|
4 000 |
|
|
|
8 800 |
|
|
|
10 760 |
|
|
|
23 672 |
|
|
|
|
2005 4Q |
|
|
December 31, 2010 |
|
|
14.48 |
|
|
|
0 |
|
|
|
28 000 |
|
|
|
0 |
|
|
|
28 000 |
|
|
|
|
2006 2Q |
|
|
December 31, 2011 |
|
|
18.02 |
|
|
|
0 |
|
|
|
100 000 |
|
|
|
0 |
|
|
|
0 |
|
Stock options held by the members of the Group Executive Board
on December 31, 2006,
Total(5)
|
|
|
|
|
|
|
|
|
|
|
|
|
1 420 031 |
|
|
|
1 827 915 |
|
|
|
1 097 132 |
|
|
|
1 584 755 |
|
All outstanding stock option plans (global plans), Total
|
|
|
|
|
|
|
|
|
|
|
|
|
68 744 405 |
|
|
|
22 911 996 |
|
|
|
27 319 485 |
|
|
|
26 518 296 |
|
|
|
(1) |
Stock options granted under the 2001A/B, 2001 3Q/01 and 2001C
4Q/01 sub-categories expired as of December 31, 2006. |
|
(2) |
Number of stock options equals the number of underlying shares
represented by the option entitlement. Stock options vest over
4 years: 25% after one year and 6.25% each quarter
thereafter. |
|
(3) |
The intrinsic value of the stock options is based on the
difference between the exercise price of the options and the
closing market price of Nokia shares on the Helsinki Stock
Exchange as of December 29, 2006 of EUR 15.48. |
|
(4) |
For gains realized upon exercise of stock options for the
members of the Group Executive Board please refer to Stock
Options Exercises and Settlement of Shares table on
page 108. |
104
|
|
(5) |
Mr. Ollila resigned as CEO and Chairman of the Group
Executive Board effective June 1, 2006, and ceased
employment with Nokia on that date. Mr. Korhonen resigned
as member of the Group Executive Board effective April 1,
2006 and ceased employment with Nokia on May 31, 2006. The
information relating to stock options held and retained by
Mr. Ollila and Mr. Korhonen as of the date of
resignation from the Group Executive Board is represented in the
table below. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Intrinsic Value of | |
|
|
|
|
|
|
Exercise | |
|
|
|
Stock Options | |
|
|
|
|
|
|
Price per | |
|
Number of Stock Options(2) | |
|
(EUR)(8) | |
|
|
Stock Option | |
|
|
|
Share | |
|
| |
|
| |
|
|
Category(1) | |
|
Expiration Date | |
|
(EUR) | |
|
Exercisable | |
|
Unexercisable | |
|
Exercisable(4) | |
|
Unexercisable | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Jorma Ollila
|
|
|
2001 A/B |
|
|
|
December 31, 2006 |
|
|
|
36.75 |
|
|
|
1 000 000 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
(as per
|
|
|
2001 C 4Q/01 |
|
|
|
December 31, 2006 |
|
|
|
26.67 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
May 31,
2006)(6)
|
|
|
2002 A/B |
|
|
|
December 31, 2007 |
|
|
|
17.89 |
|
|
|
937 500 |
|
|
|
62 500 |
|
|
|
0 |
|
|
|
0 |
|
|
|
|
2003 2Q |
|
|
|
December 31, 2008 |
|
|
|
14.95 |
|
|
|
550 000 |
|
|
|
250 000 |
|
|
|
968 000 |
|
|
|
440 000 |
|
|
|
|
2004 2Q |
|
|
|
December 31, 2009 |
|
|
|
11.79 |
|
|
|
175 000 |
|
|
|
225 000 |
|
|
|
861 000 |
|
|
|
1 107 000 |
|
|
|
|
2005 2Q |
|
|
|
December 31, 2010 |
|
|
|
12.79 |
|
|
|
0 |
|
|
|
400 000 |
|
|
|
0 |
|
|
|
1 568 000 |
|
|
|
|
2006 2Q |
|
|
|
December 31, 2011 |
|
|
|
18.02 |
|
|
|
0 |
|
|
|
400 000 |
|
|
|
0 |
|
|
|
0 |
|
|
Pertti Korhonen
|
|
|
2001 A/B |
|
|
|
December 31, 2006 |
|
|
|
36.75 |
|
|
|
30 000 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
(as per
|
|
|
2001 C 4Q/01 |
|
|
|
December 31, 2006 |
|
|
|
26.67 |
|
|
|
15 000 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
March 31,
2006)(7)
|
|
|
2002 A/B |
|
|
|
December 31, 2007 |
|
|
|
17.89 |
|
|
|
61 250 |
|
|
|
8 750 |
|
|
|
0 |
|
|
|
0 |
|
|
|
|
2003 2Q |
|
|
|
December 31, 2008 |
|
|
|
14.95 |
|
|
|
31 250 |
|
|
|
18 750 |
|
|
|
66 563 |
|
|
|
39 938 |
|
|
|
|
2004 2Q |
|
|
|
December 31, 2009 |
|
|
|
11.79 |
|
|
|
18 750 |
|
|
|
31 250 |
|
|
|
99 188 |
|
|
|
165 313 |
|
|
|
|
2005 2Q |
|
|
|
December 31, 2010 |
|
|
|
12.79 |
|
|
|
0 |
|
|
|
60 000 |
|
|
|
0 |
|
|
|
257 400 |
|
|
|
(6) |
Mr. Ollila was entitled to retain all vested and unvested
stock options granted to him prior to June 1, 2006 as
approved by the Board of Directors. |
|
(7) |
Mr. Korhonens stock option grants were forfeited upon
termination of employment in accordance with the plan rules. |
|
(8) |
The intrinsic value of the stock options is based on the
difference between the exercise price of the options and the
closing market price of Nokia shares on the Helsinki Stock
Exchange as of May 31, 2006 of EUR 16.71 in respect of
Mr. Ollila and as of March 31, 2006 of EUR 17.08 in
respect of Mr. Korhonen. |
105
Performance Shares and Restricted Shares
The following table provides certain information relating to
performance shares and restricted shares held by members of the
Group Executive Board as of December 31, 2006. These
entitlements were granted pursuant to our performance share
plans 2004, 2005 and 2006 and restricted share plans 2003, 2004,
2005 and 2006. For a description of our performance share and
restricted share plans, please see Note 23 to the
consolidated financial statements in Item 18 of this annual
report on
Form 20-F.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance Shares | |
|
|
|
|
|
Restricted Shares | |
|
|
|
|
| |
|
|
|
|
|
| |
|
|
|
|
Number of | |
|
Number of | |
|
|
|
|
|
|
|
|
|
|
Performance | |
|
Performance | |
|
Intrinsic Value | |
|
|
|
Number of | |
|
Intrinsic Value | |
|
|
|
|
Shares at | |
|
Shares at | |
|
December 31, | |
|
Plan | |
|
Restricted | |
|
December 31, | |
|
|
Plan Name(1) | |
|
Threshold(2) | |
|
Maximum(2) | |
|
2006(3) (EUR) | |
|
Name(4) | |
|
Shares | |
|
2006(5) (EUR) | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Olli-Pekka Kallasvuo
|
|
|
2004 |
|
|
|
15 000 |
|
|
|
45 000 |
|
|
|
536 255 |
|
|
|
2004 |
|
|
|
35 000 |
|
|
|
541 800 |
|
|
|
|
2005 |
|
|
|
15 000 |
|
|
|
60 000 |
|
|
|
881 715 |
|
|
|
2005 |
|
|
|
70 000 |
|
|
|
1 083 600 |
|
|
|
|
2006 |
|
|
|
75 000 |
|
|
|
300 000 |
|
|
|
2 987 751 |
|
|
|
2006 |
|
|
|
100 000 |
|
|
|
1 548 000 |
|
Robert Andersson
|
|
|
2004 |
|
|
|
2 600 |
|
|
|
7 800 |
|
|
|
92 951 |
|
|
|
2004 |
|
|
|
15 000 |
|
|
|
232 200 |
|
|
|
|
2005 |
|
|
|
3 000 |
|
|
|
12 000 |
|
|
|
176 343 |
|
|
|
2005 |
|
|
|
28 000 |
|
|
|
433 440 |
|
|
|
|
2006 |
|
|
|
20 000 |
|
|
|
80 000 |
|
|
|
796 734 |
|
|
|
2006 |
|
|
|
20 000 |
|
|
|
309 600 |
|
Simon Beresford-Wylie
|
|
|
2004 |
|
|
|
2 500 |
|
|
|
7 500 |
|
|
|
89 376 |
|
|
|
2004 |
|
|
|
0 |
|
|
|
0 |
|
|
|
|
2005 |
|
|
|
15 000 |
|
|
|
60 000 |
|
|
|
881 715 |
|
|
|
2005 |
|
|
|
35 000 |
|
|
|
541 800 |
|
|
|
|
2006 |
|
|
|
25 000 |
|
|
|
100 000 |
|
|
|
995 917 |
|
|
|
2006 |
|
|
|
25 000 |
|
|
|
387 000 |
|
Mary McDowell
|
|
|
2004 |
|
|
|
12 500 |
|
|
|
37 500 |
|
|
|
446 879 |
|
|
|
2003 |
|
|
|
20 000 |
|
|
|
309 600 |
|
|
|
|
2005 |
|
|
|
15 000 |
|
|
|
60 000 |
|
|
|
881 715 |
|
|
|
2005 |
|
|
|
35 000 |
|
|
|
541 800 |
|
|
|
|
2006 |
|
|
|
25 000 |
|
|
|
100 000 |
|
|
|
995 917 |
|
|
|
2006 |
|
|
|
25 000 |
|
|
|
387 000 |
|
Hallstein Moerk
|
|
|
2004 |
|
|
|
7 500 |
|
|
|
22 500 |
|
|
|
268 128 |
|
|
|
2004 |
|
|
|
20 000 |
|
|
|
309 600 |
|
|
|
|
2005 |
|
|
|
10 000 |
|
|
|
40 000 |
|
|
|
587 810 |
|
|
|
2005 |
|
|
|
25 000 |
|
|
|
387 000 |
|
|
|
|
2006 |
|
|
|
15 000 |
|
|
|
60 000 |
|
|
|
597 550 |
|
|
|
2006 |
|
|
|
15 000 |
|
|
|
232 200 |
|
Tero Ojanperä
|
|
|
2004 |
|
|
|
2 500 |
|
|
|
7 500 |
|
|
|
89 376 |
|
|
|
2004 |
|
|
|
15 000 |
|
|
|
232 200 |
|
|
|
|
2005 |
|
|
|
10 000 |
|
|
|
40 000 |
|
|
|
587 810 |
|
|
|
2005 |
|
|
|
25 000 |
|
|
|
387 000 |
|
|
|
|
2006 |
|
|
|
15 000 |
|
|
|
60 000 |
|
|
|
597 550 |
|
|
|
2006 |
|
|
|
15 000 |
|
|
|
232 200 |
|
Niklas Savander
|
|
|
2004 |
|
|
|
2 560 |
|
|
|
7 680 |
|
|
|
91 521 |
|
|
|
2004 |
|
|
|
16 500 |
|
|
|
255 420 |
|
|
|
|
2005 |
|
|
|
3 500 |
|
|
|
14 000 |
|
|
|
205 734 |
|
|
|
2005 |
|
|
|
25 000 |
|
|
|
387 000 |
|
|
|
|
2006 |
|
|
|
15 000 |
|
|
|
60 000 |
|
|
|
597 550 |
|
|
|
2006 |
|
|
|
15 000 |
|
|
|
232 200 |
|
Richard Simonson
|
|
|
2004 |
|
|
|
12 500 |
|
|
|
37 500 |
|
|
|
446 879 |
|
|
|
2004 |
|
|
|
25 000 |
|
|
|
387 000 |
|
|
|
|
2005 |
|
|
|
15 000 |
|
|
|
60 000 |
|
|
|
881 715 |
|
|
|
2005 |
|
|
|
35 000 |
|
|
|
541 800 |
|
|
|
|
2006 |
|
|
|
25 000 |
|
|
|
100 000 |
|
|
|
995 917 |
|
|
|
2006 |
|
|
|
25 000 |
|
|
|
387 000 |
|
Veli Sundbäck
|
|
|
2004 |
|
|
|
7 500 |
|
|
|
22 500 |
|
|
|
268 128 |
|
|
|
2004 |
|
|
|
20 000 |
|
|
|
309 600 |
|
|
|
|
2005 |
|
|
|
10 000 |
|
|
|
40 000 |
|
|
|
587 810 |
|
|
|
2005 |
|
|
|
25 000 |
|
|
|
387 000 |
|
|
|
|
2006 |
|
|
|
15 000 |
|
|
|
60 000 |
|
|
|
597 550 |
|
|
|
2006 |
|
|
|
15 000 |
|
|
|
232 200 |
|
Anssi Vanjoki
|
|
|
2004 |
|
|
|
15 000 |
|
|
|
45 000 |
|
|
|
536 255 |
|
|
|
2004 |
|
|
|
35 000 |
|
|
|
541 800 |
|
|
|
|
2005 |
|
|
|
15 000 |
|
|
|
60 000 |
|
|
|
881 715 |
|
|
|
2005 |
|
|
|
35 000 |
|
|
|
541 800 |
|
|
|
|
2006 |
|
|
|
25 000 |
|
|
|
100 000 |
|
|
|
995 917 |
|
|
|
2006 |
|
|
|
25 000 |
|
|
|
387 000 |
|
Kai Öistämö
|
|
|
2004 |
|
|
|
2 500 |
|
|
|
7 500 |
|
|
|
89 376 |
|
|
|
2004 |
|
|
|
15 000 |
|
|
|
232 200 |
|
|
|
|
2005 |
|
|
|
3 200 |
|
|
|
12 800 |
|
|
|
188 099 |
|
|
|
2005 |
|
|
|
25 000 |
|
|
|
387 000 |
|
|
|
|
2006 |
|
|
|
25 000 |
|
|
|
100 000 |
|
|
|
995 917 |
|
|
|
2006 |
|
|
|
25 000 |
|
|
|
387 000 |
|
Performance Shares and Restricted Shares held by the Group
Executive Board Total
(6)
|
|
|
|
|
|
|
477 360 |
|
|
|
1 826 780 |
|
|
|
20 851 577 |
|
|
|
|
|
|
|
884 500 |
|
|
|
13 692 060 |
|
All outstanding Performance Shares and Restricted Shares (Global
plans), Total
|
|
|
|
|
|
|
12 311 989 |
|
|
|
45 798 454 |
|
|
|
554 183 057 |
|
|
|
|
|
|
|
5 985 476 |
|
|
|
92 655 168 |
|
|
|
(1) |
The performance period for the 2004 plan is 20042007, with
one interim measurement period for fiscal years 20042005.
The performance period for the 2005 plan is 20052008, with
one interim measurement period for fiscal years 20052006.
The performance period for the 2006 plan is 20062008,
without any interim measurement period. |
106
|
|
(2) |
For the performance share plans 2004, 2005 and 2006, the number
of performance shares at threshold represents the number of
performance shares granted. This number will vest as Nokia
shares should the pre-determined threshold performance levels of
Nokia be met. The maximum number of Nokia shares will vest
should the predetermined maximum performance levels be met. The
maximum number of performance shares equals four times the
number originally granted at threshold. Due to the interim
payout in 2006, the maximum number of Nokia shares deliverable
under the 2004 plan is equal to three times the number at
threshold. |
|
(3) |
The intrinsic value is based on the closing market price of a
Nokia share on the Helsinki Stock Exchange as of
December 29, 2006 of EUR 15.48. The value of
performance shares is presented on the basis of the
companys estimation of the number of shares expected to
vest. |
|
(4) |
Under the restricted share plans 2003, 2004, 2005 and 2006
awards are granted once a quarter. For the major part of the
awards made under these plans the restriction period ends for
the 2003 plan, on October 1, 2006; for the 2004 plan, on
October 1, 2007; for the 2005 plan, on October 1,
2008; and for the 2006 plan, on October 1, 2009. |
|
(5) |
The intrinsic value is based on the closing market price of a
Nokia share on the Helsinki Stock Exchange as of
December 29, 2006 of EUR 15.48. |
|
(6) |
Mr. Ollila resigned as CEO and Chairman of the Group
Executive Board effective June 1, 2006, and ceased
employment with Nokia on that date. Mr. Korhonen resigned
as member of the Group Executive Board effective April 1,
2006 and ceased employment with Nokia on May 31, 2006. The
information relating to performance shares and restricted shares
held by Mr. Ollila and Mr. Korhonen as of the date of
resignation from the Group Executive Board is represented in the
table below. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance Shares | |
|
|
|
|
|
Restricted Shares | |
|
|
|
|
| |
|
|
|
|
|
| |
|
|
|
|
Number of | |
|
Number of | |
|
|
|
|
|
Number | |
|
|
|
|
|
|
Performance | |
|
Performance | |
|
Intrinsic | |
|
|
|
of | |
|
Intrinsic | |
|
|
Plan | |
|
Shares at | |
|
Shares at | |
|
Value(9) | |
|
Plan | |
|
Restricted | |
|
Value(10) | |
|
|
name(1) | |
|
Threshold(2) | |
|
Maximum(2) | |
|
(EUR) | |
|
name(4) | |
|
Shares | |
|
(EUR) | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Jorma Ollila
(as per May 31,
2006)(7)
|
|
|
2004 |
|
|
|
100 000 |
|
|
|
300 000 |
|
|
|
2 316 314 |
|
|
|
2004 |
|
|
|
100 000 |
|
|
|
1 671 000 |
|
|
|
|
2005 |
|
|
|
100 000 |
|
|
|
400 000 |
|
|
|
5 160 441 |
|
|
|
2005 |
|
|
|
100 000 |
|
|
|
1 671 000 |
|
|
|
|
2006 |
|
|
|
100 000 |
|
|
|
400 000 |
|
|
|
3 342 000 |
|
|
|
2006 |
|
|
|
100 000 |
|
|
|
1 671 000 |
|
Pertti Korhonen
(as per March 31, 2006)
(8)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2003 |
|
|
|
35 000 |
|
|
|
597 800 |
|
|
|
|
2004 |
|
|
|
12 500 |
|
|
|
37 500 |
|
|
|
295 950 |
|
|
|
2004 |
|
|
|
25 000 |
|
|
|
427 000 |
|
|
|
|
2005 |
|
|
|
15 000 |
|
|
|
60 000 |
|
|
|
791 206 |
|
|
|
2005 |
|
|
|
35 000 |
|
|
|
597 800 |
|
|
|
(7) |
Mr. Ollila was entitled to retain performance shares and
restricted shares granted to him prior to June 1, 2006 as
approved by the Board of Directors. |
|
(8) |
Mr. Korhonens performance share and restricted share
grants were forfeited upon termination of employment in
accordance with the plan rules. |
|
(9) |
The intrinsic value is based on the closing market price of
Nokia shares on the Helsinki Stock Exchange as of May 31,
2006 of EUR 16.71 in respect of Mr. Ollila and as of
March 31, 2006 of EUR 17.08 in respect of
Mr. Korhonen. The value of performance shares is presented
on the basis of the companys estimation of the number of
shares expected to vest. |
|
|
(10) |
The intrinsic value is based on the closing market price of
Nokia share on the Helsinki Stock Exchange as of May 31,
2006 of EUR 16.71 in respect of Mr. Ollila and as of
March 31, 2006 of EUR 17.08 in respect of
Mr. Korhonen. |
For gains realized upon exercise of stock options or delivery of
Nokia shares on the basis of performance shares and restricted
shares granted to the members of the Group Executive Board,
please refer to Stock Options Exercises and Settlement of Shares
table on page 108.
107
Stock Option Exercises and Settlement of Shares
The following table provides certain information relating to
stock option exercises and share deliveries upon settlement
during the year 2006 for our Group Executive Board members.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Option | |
|
Performance Shares | |
|
Restricted Shares | |
|
|
|
|
Awards(1) | |
|
Awards(2) | |
|
Awards(3) | |
|
|
|
|
| |
|
| |
|
| |
|
|
|
|
Shares | |
|
Value | |
|
Shares | |
|
Value | |
|
Shares | |
|
Value | |
|
|
|
|
Acquired | |
|
Realized | |
|
Delivered | |
|
Realized | |
|
Delivered | |
|
Realized | |
Name |
|
Year | |
|
(Number) | |
|
(EUR) | |
|
(Number) | |
|
(EUR) | |
|
(Number) | |
|
(EUR) | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Olli-Pekka Kallasvuo
|
|
|
2006 |
|
|
|
0 |
|
|
|
0 |
|
|
|
15 000 |
|
|
|
275 700 |
|
|
|
0 |
|
|
|
0 |
|
Robert Andersson
|
|
|
2006 |
|
|
|
0 |
|
|
|
0 |
|
|
|
2 600 |
|
|
|
47 788 |
|
|
|
0 |
|
|
|
0 |
|
Simon Beresford-Wylie
|
|
|
2006 |
|
|
|
14 000 |
|
|
|
11 480 |
|
|
|
2 500 |
|
|
|
45 950 |
|
|
|
22 000 |
|
|
|
343 200 |
|
Mary McDowell
|
|
|
2006 |
|
|
|
0 |
|
|
|
0 |
|
|
|
12 500 |
|
|
|
229 750 |
|
|
|
0 |
|
|
|
0 |
|
Hallstein Moerk
|
|
|
2006 |
|
|
|
13 125 |
|
|
|
87 544 |
|
|
|
7 500 |
|
|
|
137 850 |
|
|
|
26 000 |
|
|
|
405 600 |
|
Kai Öistämö
|
|
|
2006 |
|
|
|
16 076 |
|
|
|
55 954 |
|
|
|
2 500 |
|
|
|
45 950 |
|
|
|
8 750 |
|
|
|
136 500 |
|
Tero Ojanperä
|
|
|
2006 |
|
|
|
0 |
|
|
|
0 |
|
|
|
2 500 |
|
|
|
45 950 |
|
|
|
0 |
|
|
|
0 |
|
Niklas Savander
|
|
|
2006 |
|
|
|
0 |
|
|
|
0 |
|
|
|
2 560 |
|
|
|
47 053 |
|
|
|
9 750 |
|
|
|
152 100 |
|
Richard Simonson
|
|
|
2006 |
|
|
|
0 |
|
|
|
0 |
|
|
|
12 500 |
|
|
|
229 750 |
|
|
|
33 250 |
|
|
|
518 700 |
|
Veli Sundbäck
|
|
|
2006 |
|
|
|
0 |
|
|
|
0 |
|
|
|
7 500 |
|
|
|
137 850 |
|
|
|
0 |
|
|
|
0 |
|
Anssi Vanjoki
|
|
|
2006 |
|
|
|
157 500 |
|
|
|
303 588 |
|
|
|
15 000 |
|
|
|
275 700 |
|
|
|
0 |
|
|
|
0 |
|
|
|
(1) |
Value realized on exercise is based on the total gross value
received in 2006 in respect of stock options sold on the
Helsinki Stock Exchange (transferable stock options) and on the
difference between the Nokia share price and exercise price of
options (non-transferable stock options). |
|
(2) |
Represents interim payout at threshold for the 2004 performance
share grant. Value is based on the market price of the Nokia
share on the Helsinki Stock Exchange as of April 24, 2006
of EUR 18.38. |
|
(3) |
Delivery of Nokia shares vested from the 2003 grant. Value is
based on the market price of the Nokia share on the Helsinki
Stock Exchange as of October 23, 2006 of EUR 15.60. |
|
(4) |
Jorma Ollila resigned as CEO and Chairman of the Group Executive
Board effective June 1, 2006, and ceased employment with
Nokia on that date. Mr. Korhonen resigned as member of the
Group Executive Board effective April 1, 2006 and ceased
employment with Nokia on May 31, 2006. The information
relating to stock option exercises and settlement of shares
regarding Mr. Ollila and Mr. Korhonen as at the date
of resignation from the Group Executive Board is represented in
the table below. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Option | |
|
Performance Shares | |
|
Restricted Shares | |
|
|
|
|
Awards(1) | |
|
Awards(2) | |
|
Awards | |
|
|
|
|
| |
|
| |
|
| |
|
|
|
|
Shares | |
|
Value | |
|
Shares | |
|
Value | |
|
Shares | |
|
Value | |
|
|
|
|
Acquired | |
|
Realized | |
|
Delivered | |
|
Realized | |
|
Delivered | |
|
Realized | |
Name |
|
Year | |
|
(Number) | |
|
(EUR) | |
|
(Number) | |
|
(EUR) | |
|
(Number) | |
|
(EUR) | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Jorma Ollila
(as per May 31, 2006)
|
|
|
2006 |
|
|
|
500 000 |
|
|
|
19 958 |
|
|
|
100 000 |
|
|
|
1 838 000 |
|
|
|
0 |
|
|
|
0 |
|
Pertti Korhonen
(as per March 31, 2006)
|
|
|
2006 |
|
|
|
0 |
|
|
|
0 |
|
|
|
12 500 |
|
|
|
229 750 |
|
|
|
0 |
|
|
|
0 |
|
Stock Ownership Guidelines for Executive Management
One of the goals of our
long-term
equity-based incentive
program is to focus executives on building value for
shareholders. In addition to granting them stock options,
performance shares and restricted
108
shares, we also encourage stock ownership by our top executives.
Since January 2001, we have stock ownership commitment
guidelines with minimum recommendations tied to annual base
salaries. For the members of the Group Executive Board, the
recommended minimum investment in Nokias shares
corresponds to two times the members annual base salary.
For Olli-Pekka
Kallasvuo the recommended minimum investment in Nokias
shares is three times his annual base salary. To meet this
requirement, all members are expected to retain after-tax equity
gains in shares until the minimum investment level is met.
Insiders Trading in Securities
The Board of Directors has established and regularly updates a
policy in respect of insiders trading in Nokia securities.
Under the policy, the holdings of Nokia securities by the
primary insiders (as defined in the policy) are public
information, which is available in the Finnish Central
Securities Depositary and on the companys website. Both
primary insiders and secondary insiders (as defined in the
policy) are subject to a number of trading restrictions and
rules, including among other things, prohibitions on trading in
Nokia securities during the three-week closed-window
period immediately preceding the release of our quarterly
results and the four-week closed-window period
immediately preceding the release of our annual results. In
addition, Nokia may set trading restrictions based on
participation in projects. We update our insider trading policy
from time to time and monitor our insiders compliance with
the policy on a regular basis. Nokias Insider Policy is in
line with the Helsinki Stock Exchange Guidelines for Insiders
and also sets requirements beyond these guidelines.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY
TRANSACTIONS
7.A Major Shareholders
The Capital Group Companies, Inc., a holding company for several
subsidiary companies engaged in investment management
activities, informed us that its holdings had exceeded 5% of the
share capital of Nokia on April 21, 2006, had fallen below
5% on September 15, 2006, had exceeded 5% on
September 21, 2006, and had further exceeded 10% on
February 16, 2007. As of February 16, 2007, The
Capital Group Companies, Inc. and its subsidiaries held through
their clients a total of 410 577 704 Nokia
shares, which at that time corresponded to approximately 10.03%
of the share capital of Nokia. The Capital Group Companies, Inc.
holds both ADRs and ordinary shares and does not have different
voting rights than other shareholders. As far as we know, Nokia
is not directly or indirectly owned or controlled by another
corporation or by any government, and there are no arrangements
that may result in a change of control of Nokia.
As at December 31, 2006,
1 177 389 388 ADSs (equivalent to the same
number of shares or approximately 28.75% of the total
outstanding shares) were outstanding and held of record by
18 497 registered holders in the United States. We are
aware that many ADSs are held of record by brokers and other
nominees, and accordingly the above numbers are not necessarily
representative of the actual number of persons who are
beneficial holders of ADSs or the number of ADSs beneficially
held by such persons. Based on information available from
Automatic Data Processing, Inc., or ADP, the number of
beneficial owners of ADSs as at December 31, 2006 was
approximately 994 706.
As at December 31, 2006, there were approximately
119 143 holders of record of our shares. Of these holders,
around 562 had registered addresses in the United States and
held a total of some 2 101 666 of our shares,
approximately 0.05% of the total outstanding shares. In
addition, certain accounts of record with registered addresses
other than in the United States hold our shares, in whole or in
part, beneficially for United States persons.
109
7.B Related Party Transactions
There have been no material transactions during the last three
fiscal years to which any director, executive officer or 5%
shareholder, or any relative or spouse of any of them, was a
party. There is no significant outstanding indebtedness owed to
Nokia by any director, executive officer or 5% shareholder.
There are no material transactions with enterprises controlling,
controlled by or under common control with Nokia or associates
of Nokia.
See Note 33 to our consolidated financial statements
included in Item 18 of this annual report on
Form 20-F.
7.C Interests of Experts and Counsel
Not applicable.
ITEM 8. FINANCIAL INFORMATION
8.A Consolidated Statements and Other Financial
Information
8.A.1 See Item 18 for our consolidated financial
statements.
8.A.2 See Item 18 for our consolidated financial
statements, which cover the last three financial years.
8.A.3 See
page F-1 for the
audit report of our accountants, entitled Report of
Independent Registered Public Accounting Firm.
8.A.4 Not applicable.
8.A.5 Not applicable.
8.A.6 See Note 2 to our audited consolidated
financial statements included in Item 18 of this annual
report on
Form 20-F for the
amount of our export sales.
8.A.7 Litigation
Product related litigation
Nokia and several other mobile device manufacturers,
distributors and network operators were named as defendants in a
series of class action suits filed in various US jurisdictions.
The cases were consolidated before a US federal district court
in Baltimore, Maryland, United States. The actions were brought
on behalf of a purported class of persons in the United States
as a whole consisting of all individuals that purchased mobile
phones without a headset. In general, the complaints allege that
the defendants should have included a headset with every
hand-held mobile telephone as a means of reducing any potential
health risk associated with the telephones use, and assert
causes of action based on negligence, fraud and
misrepresentation. The relief sought by the complaint included
unspecified amounts of compensation for phone and headset costs,
and attorneys fees. All of the cases were dismissed by the
Federal Court on March 5, 2003, on the theory that the
issues raised are primarily within the jurisdiction of the
Federal Communications Commission, not the courts. In 2005, the
US Fourth Circuit Court of Appeals reversed the dismissal and
remanded the cases back to the courts of origin. After the cases
were remanded, the plaintiffs added a new defendant that created
removal under the Class Action Fairness Act. In 2006, each
case was returned to the US Federal District Court in Baltimore,
Maryland. At the current time, all but two of the cases have
been withdrawn or dismissed. The remaining two cases are
currently subject to a Motion to Dismiss and a request to defer
technical issues to the Federal Communications Commission.
Nokia has also been named as a defendant along with other mobile
device manufacturers and network operators in five lawsuits by
individual plaintiffs who allege that the radio emissions from
mobile phones caused or contributed to each plaintiffs
brain tumor. The cases are now before the
110
Superior Court in the District of Columbia. The cases are in the
initial stages and motions to dismiss have been filed.
We believe that the allegations described above are without
merit, and intend to defend these actions vigorously. Other
courts that have reviewed similar matters to date have found
that there is no reliable scientific basis for the
plaintiffs claims.
Financing or agreement related litigation
One of our customers in Turkey, Telsim Mobil Telekomuniksyon
Hiz. A.S., has defaulted on its obligations under a financing
arrangement secured by us. In February 2004, the Arbitral
Tribunal in Zürich rendered an award fully approving the
claim against Telsim, which was owned and controlled by the Uzan
family and their affiliates. In June 2004, the Swiss Federal
Supreme Court dismissed Telsims appeal which rendered the
award final and enforceable. In addition, in conjunction with
co-plaintiff Motorola Credit Corporation, we have been
successful in a US lawsuit against individual members of the
Uzan family and certain Uzan-controlled corporations. The
lawsuit alleges that the defendants fraudulently induced us and
Motorola, through a pattern of misleading and illegal conduct,
to provide financing to Telsim. In July 2003, the trial judge
held that Nokia was entitled to a USD 1.7 billion judgment.
The defendants appeal from that judgment was dismissed by
the appeals court in October 2005. In August 2005, we reached a
settlement with Telsim and Turkish Savings and Deposit Insurance
Fund (TMSF), which then controlled and managed Telsims
assets. In December 2005, the Turkish government completed an
auction of Telsims assets to Vodafone. Nokias
settlement payment, 7.5% of the purchase price i.e. USD
341 250 000, was received in May 2006 in connection
with the closing of the sale. On the basis of the US judgment,
we, however, are continuing to pursue the recovery of the
amounts due to us from the Uzan family. We wrote off our total
financing exposure to Telsim by the end of 2002.
Nokia is also involved in a number of lawsuits with Basari
Elektronik Sanayi ve Ticaret A.S. (Basari
Elektronik) and Basari Teknik regarding claims associated
with the expiration of a product distribution agreement and the
termination of a product service agreement. Those suits are
currently before various courts in Turkey. Basari Elektronik
claims that it is entitled to compensation for goodwill it
generated on behalf of Nokia during the term of the distribution
agreement. The goodwill claim has been dismissed by the Turkish
courts and referred to arbitration. That dismissal is currently
on appeal. Basari Teknik has filed several suits related to
alleged unpaid invoices and a suit that claims that the product
service agreement between the parties was improperly terminated.
Nokia will continue to vigorously defend itself against these
claims.
Intellectual property rights litigation
In 1999, Nokia entered into a license agreement with
InterDigital Technology Corporation and Interdigital
Communications Corporation (together IDT) for
certain technology. The license provided for a fixed royalty
payment through 2001 and most favored licensee treatment from
2002 through 2006. In March 2003, IDT settled patent litigation
with Ericsson and
Sony-Ericsson and
announced that it intended to apply the settlement royalty rates
to Nokia under the most favored licensee provision, which would
have resulted in Nokia allegedly owing over USD
500 million. Nokia disputed IDTs contention. After an
arbitration hearing was completed in January 2005, an award was
issued that generally set royalty rates, which IDT publicly
contended at that time imposed USD 232 to 252 million
in royalty obligations on Nokia for the period of 2002 through
2006. In January 2006, Nokia filed a notice of appeal to the
Second Circuit Court of Appeals. During that time, the parties
engaged in continued settlement discussions. In April 2006,
Nokia and IDT resolved their contract dispute over the patent
license terms originally agreed to in 1999 and the impact to
Nokia of IDTs licenses with Ericsson and
Sony-Ericsson. The
agreed upon settlement terms resolved the legal disputes related
to 2G products, with Nokia obtaining a fully paid-up, perpetual,
irrevocable, worldwide license to all of IDTs current
patent portfolio, and any patents IDT may later acquire, for
purposes of making or selling 2G products, including handsets
and infrastructure. The settlement
111
terms also resolved disputes related to all Nokia products up to
the agreement date. The USD 253 million payment required
under the settlement terms was in line with Nokias earlier
provisions for this legal dispute. Further, the settlement terms
also resolved a pending legal action in the United Kingdom
involving IDTs alleged 2G patents. The IDT settlement
terms did not address any prospective 3G license terms, however,
Nokias sale of 3G products was fully released thru the
date of the settlement agreements. Additionally, IDT agreed not
to initiate patent infringement claims against Nokia prior to
January 1, 2007. Notably, Nokia and IDT currently have
pending legal disputes in the United States and United Kingdom
regarding IDTs alleged 3G patents and certain Nokia
patents declared essential to 3G, and the settlement terms did
not have any impact on those pending disputes. Nokia will
vigorously defend itself in these disputes.
In November 2005, Qualcomm Incorporated (Qualcomm)
and its wholly-owned
subsidiary Snap Track, Inc. filed a patent infringement suit
against Nokia Corporation and Nokia Inc. in the Federal District
Court for the Southern District of California. The lawsuit
involves twelve patents that Qualcomm apparently contends apply
to the manufacture and sale of unidentified GSM products. On
December 20, 2005, Nokia moved to stay the lawsuit pending
resolution of a confidential arbitration pending between Nokia
and Qualcomm. That lawsuit remains stayed in light of the
arbitration. A hearing in the confidential arbitration is
currently set for March 2007. Nokia will continue to vigorously
defend its rights in these actions.
In May 2006, Qualcomm additionally filed a patent infringement
lawsuit against Nokia in the United Kingdom. This lawsuit
involves two European patents (United Kingdom) that
Qualcomm apparently contends apply to the manufacture and sale
of GPRS phones capable of operating in accordance with the GPRS
and/or EDGE standards and not having a capability to operate
with CDMA technology. Trial on infringement, validity and
essentiality of the patents in suit is currently set for July
2007. Trial on relief and other issues, if appropriate, will be
held some time thereafter. Nokia will vigorously defend itself
against these claims.
In June 2006, Qualcomm also filed a complaint against Nokia in
the International Trade Commission (the ITC) seeking
an order forbidding the importation of Nokias GSM handsets
into the United States. The ITC initiated a proceeding in July
2006. In November 2006, Nokia filed a motion to terminate the
investigation as to the 3 patents remaining in the action on the
grounds that the ITC lacks jurisdiction to hear the claims and
that Qualcomm had waived its rights to seek injunctive relief.
The ITC denied Nokias motion in December 2006, and Nokia
has sought leave to appeal this decision. The initial hearing in
this action is currently scheduled for March 2007, with a final
determination by September 2007. Nokia is seeking to stay the
proceedings in light of the confidential arbitration referenced
above. Nokia will vigorously defend itself against these claims.
In August 2006, Qualcomm filed a patent infringement lawsuit
against Nokia in Germany. This lawsuit involves two European
patents (DE) that Qualcomm apparently contends apply to the
manufacture and sale of certain GPRS phones. Nokia is currently
set to file a defense in February 2007. Nokia will vigorously
defend itself against these claims.
In August 2006, Nokia initiated an action in Delaware Chancery
Court seeking a declaration that Qualcomm had breached its
licensing obligations concerning declared essential
GSM/GPRS/EDGE and WCDMA patents by failing to offer fair,
reasonable and non-discriminatory (FRAND) terms and
asked the Court to declare that injunctions are unavailable for
patents that Qualcomm has voluntarily declared essential to the
ETSI standard setting organization. Nokia has also asked the
Delaware Court to enjoin Qualcomm from requesting injunctive
relief in the actions Qualcomm has filed outside the United
States involving patents it voluntarily declared essential to
ETSI. In addition, Nokia has requested the Court to specify the
proper framework for determining the FRAND terms and to order
specific performance requiring Qualcomm to negotiate in good
faith based on the FRAND framework as determined by the Court.
Qualcomm has moved to dismiss this action on multiple bases,
which Nokia has refuted, and the parties are currently waiting
for the Court to issue its ruling. Trial is scheduled for July
or August 2007. Nokia will continue to vigorously defend its
rights in this action.
112
In October 2006, Qualcomm filed a patent infringement lawsuit
against Nokia in France. This lawsuit involves two European
patents (FR) that Qualcomm apparently contends apply to the
manufacture and sale of certain GPRS phones. Nokia is currently
set to file a defense in March 2007. Nokia will vigorously
defend itself against these claims.
In addition, in October 2006, Qualcomm filed a patent
infringement lawsuit against Nokia in Italy. This lawsuit
involves two European patents (IT) that Qualcomm apparently
contends apply to the manufacture and sale of certain GPRS
phones. Nokias defense and counterclaims were filed in
December 2006. Nokia will vigorously defend itself against these
claims.
Securities litigation
On April 6, 2004, Irving Greenfeld filed suit against Nokia
Corporation, Jorma Ollila, Pekka
Ala-Pietilä, Matti
Alahuhta and Richard Simonson in the United States District
Court for the Southern District of New York on behalf of all
purchasers of Nokias stock between January 8, 2004
and April 6, 2004. Subsequently, six individuals filed
related actions and on January 7, 2005, lead plaintiffs
filed a consolidated class action complaint (the
Consolidated Complaint) on behalf of all purchasers
worldwide of Nokia securities during a revised class
period of October 16, 2003 through April 15, 2004. The
Consolidated Complaint also added two new defendants, Olli-Pekka
Kallasvuo and Anssi Vanjoki. As previously reported, the initial
complaints and the Consolidated Complaint alleged, among other
things, various material misstatements and omissions in relation
to Nokias product portfolio, as well as that Nokia
employed accounting and inventory techniques that were allegedly
used to improperly manipulate sales figures. On March 31,
2006, the United States District Court for the Southern District
of New York granted Nokias Motion to Dismiss all claims
made in this class action securities litigation filed against
Nokia Corporation and several of its executives. Each and every
claim against Nokia and the individual defendants was dismissed
with prejudice. By dismissing the claims with prejudice the
court denied the plaintiffs the opportunity to raise them again
and also denied the plaintiffs the right to file an amended
complaint, finding that continued pursuit of the case would be
futile.
In August 2006, Nokia entered into a merger agreement with
Loudeye Corporation, a company in the business of facilitating
and providing digital media services. On October 6, 2006,
Nokia was named as a defendant in a Washington state court
securities case involving activities associated with the
acquisition of Loudeye Corporation. The suit claims that Loudeye
directors breached their fiduciary duties to shareholders by not
obtaining maximum value for the company. Nokia is alleged to
have aided and abetted the directors by limiting their ability
to seek a higher sales price after the Nokia merger agreement
was executed. Nokia does not believe that the case has merit and
will vigorously defend the matter.
On October 4, 2006, a securities class action lawsuit was
filed against Loudeye Corporation alleging that Loudeye
management had materially misled the investing public between
May 19, 2003 and November 9, 2005. Two nearly
identical complaints were subsequently filed. The suits
generally claim that the Loudeye executives made overly
optimistic statements about the success of a reorganization,
provided overly optimistic business projections, issued
incomplete and misleading financial statements and were in
possession of material adverse information that was not
disclosed to the investing public. Loudeye does not believe that
the allegations have any substance and will vigorously defend
those matters. Loudeye Corporation was acquired by Nokia in
October 2006 and is a
wholly-owned subsidiary
of Nokia.
Based upon the information currently available, management does
not expect the resolution of any of the matters discussed above
to have a material adverse effect on our financial condition or
results of operations.
We are also party to routine litigation incidental to the normal
conduct of our business. Based upon the information currently
available, our management does not believe that liabilities
related to these
113
proceedings, in the aggregate, are likely to be material to our
financial condition or results of operations.
8.A.8 See Item 3.A Selected Financial
Data Distribution of Earnings for a discussion of
our dividend policy.
8.B Significant Changes
No significant changes have occurred since the date of our
consolidated financial statements included in this annual report
on Form 20-F. See
Item 5.A Operating ResultsOverview for
information on material trends affecting our business and
results of operations.
ITEM 9. THE OFFER AND LISTING
9.A Offer and Listing Details
Our capital consists of shares traded on the Helsinki Stock
Exchange under the symbol NOK1V. American Depositary
Shares, or ADSs, each representing one of our shares are traded
on the New York Stock Exchange under the symbol NOK.
The ADSs are evidenced by American Depositary Receipts, or ADRs,
issued by Citibank, N.A., as Depositary under the Amended and
Restated Deposit Agreement dated as of March 28, 2000 (as
amended), among Nokia, Citibank, N.A. and registered holders
from time to time of ADRs. ADSs were first issued in July 1994.
The table below sets forth, for the periods indicated, the
reported high and low quoted prices for our shares on the
Helsinki Stock Exchange and the high and low quoted prices for
the shares, in the form of ADSs, on the New York Stock Exchange.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Helsinki | |
|
New York | |
|
|
Stock | |
|
Stock | |
|
|
Exchange | |
|
Exchange | |
|
|
Price per share | |
|
Price per ADS | |
|
|
| |
|
| |
|
|
High | |
|
Low | |
|
High | |
|
Low | |
|
|
| |
|
| |
|
| |
|
| |
|
|
(EUR) | |
|
(USD) | |
2002
|
|
|
29.45 |
|
|
|
11.10 |
|
|
|
26.90 |
|
|
|
10.76 |
|
2003
|
|
|
16.16 |
|
|
|
11.44 |
|
|
|
18.45 |
|
|
|
12.67 |
|
2004
|
|
|
18.79 |
|
|
|
8.97 |
|
|
|
23.22 |
|
|
|
11.03 |
|
2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
|
12.36 |
|
|
|
10.75 |
|
|
|
16.41 |
|
|
|
13.92 |
|
Second Quarter
|
|
|
14.39 |
|
|
|
11.29 |
|
|
|
17.60 |
|
|
|
14.68 |
|
Third Quarter
|
|
|
15.03 |
|
|
|
12.53 |
|
|
|
18.03 |
|
|
|
15.18 |
|
Fourth Quarter
|
|
|
15.75 |
|
|
|
13.28 |
|
|
|
18.62 |
|
|
|
15.90 |
|
Full Year
|
|
|
15.75 |
|
|
|
10.75 |
|
|
|
18.62 |
|
|
|
13.92 |
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
|
17.49 |
|
|
|
14.81 |
|
|
|
21.28 |
|
|
|
17.72 |
|
Second Quarter
|
|
|
18.65 |
|
|
|
15.21 |
|
|
|
23.10 |
|
|
|
19.13 |
|
Third Quarter
|
|
|
16.78 |
|
|
|
14.61 |
|
|
|
21.41 |
|
|
|
18.43 |
|
Fourth Quarter
|
|
|
16.14 |
|
|
|
14.91 |
|
|
|
20.93 |
|
|
|
19.34 |
|
Full Year
|
|
|
18.65 |
|
|
|
14.61 |
|
|
|
23.10 |
|
|
|
17.72 |
|
114
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Helsinki | |
|
New York | |
|
|
Stock | |
|
Stock | |
|
|
Exchange | |
|
Exchange | |
|
|
Price per share | |
|
Price per ADS | |
|
|
| |
|
| |
|
|
High | |
|
Low | |
|
High | |
|
Low | |
|
|
| |
|
| |
|
| |
|
| |
|
|
(EUR) | |
|
(USD) | |
Most recent six months
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 2006
|
|
|
16.13 |
|
|
|
14.77 |
|
|
|
20.65 |
|
|
|
18.84 |
|
October 2006
|
|
|
16.09 |
|
|
|
15.30 |
|
|
|
20.36 |
|
|
|
19.35 |
|
November 2006
|
|
|
16.14 |
|
|
|
15.19 |
|
|
|
20.93 |
|
|
|
19.34 |
|
December 2006
|
|
|
15.63 |
|
|
|
14.91 |
|
|
|
20.55 |
|
|
|
19.96 |
|
January 2007
|
|
|
16.91 |
|
|
|
14.63 |
|
|
|
19.08 |
|
|
|
21.74 |
|
February 2007
|
|
|
17.69 |
|
|
|
16.49 |
|
|
|
22.10 |
|
|
|
23.14 |
|
9.B Plan of Distribution
Not applicable.
9.C Markets
The principal trading markets for the shares are the New York
Stock Exchange, in the form of ADSs, and the Helsinki Stock
Exchange, in the form of shares. In addition, the shares are
listed on the Frankfurt stock exchange, and Stockholm stock
exchange in the form of Swedish Depository Receipts, or SDRs. In
January 2007, Nokia announced that it has decided to apply for
the delisting of Nokia SDRs from the Stockholm Stock Exchange
and the estimated last day of trading of Nokia SDRs on the
Stockholm Stock Exchange is June 1, 2007.
9.D Selling Shareholders
Not applicable.
9.E Dilution
Not applicable.
9.F Expenses of the Issue
Not applicable.
ITEM 10. ADDITIONAL INFORMATION
10.A Share Capital
Not applicable.
10.B Memorandum and Articles of Association
Registration
Nokia is organized under the laws of the Republic of Finland and
registered under the business identity code 0112
038 - 9. Nokias corporate purpose is to engage
in the telecommunications industry and other sectors of the
electronics industry, including the manufacture and marketing of
telecommunications systems and equipment, mobile phones,
consumer electronics and industrial electronic products. We also
may engage in other industrial and commercial operations, as
well as securities trading and other investment activities.
115
Directors Voting Powers
Under Finnish law and our Articles of Association, resolutions
of the Board of Directors shall be made by a majority vote. A
director shall refrain from taking any part in the consideration
of a contract or other issue that may provide any material
benefit to him. Under Finnish law, there is no age limit
requirement for directors, and there are no requirements under
Finnish law that a director must own a minimum number of shares
in order to qualify to act as a director.
Share Rights, Preferences and Restrictions
Each share confers the right to one vote at general meetings.
According to Finnish law, a company generally must hold an
Annual General Meeting called by the Board once a year. In
addition, the Board is obliged to call an extraordinary general
meeting at the request of shareholders representing a minimum of
one-tenth of all outstanding shares. The members of the board
are elected for a term of one year at each Annual General
Meeting.
Under Finnish law, shareholders may attend and vote at a general
meeting in person or by proxy. It is not customary in Finland
for a company to issue forms of proxy to its shareholders.
Accordingly, Nokia does not do so. However, registered holders
and beneficial owners of ADSs are issued forms of proxy by the
Depositary.
To attend and vote at a general meeting, a shareholder must be
registered in the register of shareholders in the Finnish
book-entry system. A registered holder or a beneficial owner of
the ADSs, like other beneficial owners whose shares are
registered in the companys register of shareholders in the
name of a nominee, may vote his shares provided that he arranges
to have his name entered in the temporary register of
shareholders as of the record date of the meeting.
The record date is the tenth calendar day preceding the meeting.
To be entered into the temporary register of shareholders as of
the record date of the meeting, a holder of ADSs must provide
the Depositary, or have his broker or other custodian provide
the Depositary, on or before the voting deadline, as defined in
the proxy material issued by the Depositary, a proxy with the
following information: the name, address, and social security
number or another corresponding personal identification number
of the holder of the ADSs, the number of shares to be voted by
the holder of the ADSs, and the voting instructions. The
register of shareholders as of the record date of each general
meeting is public until the end of the respective meeting.
As a further prerequisite for attending and voting at a general
meeting, shareholders must give notice to Nokia of their
intention to attend no later than the date and time specified by
the Board of Directors in the notice of the meeting. By
completing and returning the form of proxy provided by the
Depositary, a holder of ADSs authorizes the Depositary to give
this notice.
Each of our shares confers equal rights to share in our profits,
and in any surplus in the event of liquidation. For a
description of dividend rights attaching to our shares, see
Item 3.A Selected Financial DataDistribution of
Earnings. Dividend entitlement lapses after three years,
if a dividend remains unclaimed for that period, in which case
the unclaimed dividend will be retained by Nokia.
Under Finnish law, the rights of shareholders related to shares
are as stated by law and in our articles of association.
Amendment of the articles of association requires a decision of
the general meeting, supported by two-thirds of the votes cast
and two-thirds of the shares represented at the meeting.
Disclosure of Shareholder Ownership
According to the Finnish Securities Market Act of 1989, as
amended, a shareholder shall disclose his ownership to the
company and the Financial Supervision Authority when it reaches,
exceeds or goes below
1/20,
1/10,
3/20,
1/5,
1/4,
3/10,
1/2
or
2/3
of all the shares outstanding. The term ownership
includes ownership by the shareholder, as well as selected
related parties.
116
Purchase Obligation
Our articles of association require a shareholder that holds
one-third or one-half of all of our shares to purchase the
shares of all other shareholders that request that he do so, at
a price generally based on the historical weighted average
trading price of the shares. A shareholder of this magnitude
also is obligated to purchase any subscription rights, stock
options, warrants or convertible bonds issued by the company if
so requested by the holder.
Under the Finnish Securities Market Act of 1989, as amended, a
shareholder whose holding exceeds three tenths of the total
voting rights in a company shall, within one month, offer to
purchase the remaining shares of the company, as well as any
subscription rights, warrants, convertible bonds or stock
options issued by the company. The purchase price shall be the
market price of the securities in question. The market price is
determined, on the basis of the highest price paid for the
security during the preceding six months by the shareholder or
any party in close connection to the shareholder. This price can
be deviated from for a specific reason. If the shareholder or
any related party has not during the six months preceding the
offer acquired any securities that are target for the offer, the
market price is determined based on the average of the prices
paid for the security in public trading during the preceding
three months weighted by the volume of trade.
Under the Finnish Companies Act of 2006, a shareholder whose
holding exceeds nine-tenths of the total number of shares or
voting rights in Nokia has both the right and the obligation to
purchase all the shares of the minority shareholders for the
current market price. The market price is determined, among
other things, on the basis of the recent market price of the
shares. The purchase procedure under the Companies Act differs,
and the purchase price may differ, from the purchase procedure
and price under the Securities Market Act, as discussed above.
However, if the threshold of nine-tenths has been exceeded by
either a mandatory or a voluntary public offer pursuant to the
Securities Market Act, the market price is deemed to be the
price offered in the public offer, unless there are specific
reasons to deviate from it.
Pre-Emptive Rights
In connection with any offering of shares, the existing
shareholders have a pre-emptive right to subscribe for shares
offered in proportion to the amount of shares in their
possession. However, a general meeting of shareholders may vote,
by a majority of two-thirds of the votes cast and two-thirds of
the shares represented at the meeting, to waive this pre-emptive
right provided that, from the companys perspective,
important financial grounds exist.
Under the Act on the Control of Foreigners Acquisition of
Finnish Companies of 1992, clearance by the Ministry of Trade
and Industry is required for a non-resident of Finland, directly
or indirectly, to acquire one-third or more of the voting power
of a company. The Ministry of Trade and Industry may refuse
clearance where the acquisition would jeopardize important
national interests, in which case the matter is referred to the
Council of State. These clearance requirements are not
applicable if, for instance, the voting power is acquired in a
share issue that is proportional to the holders ownership
of the shares. Moreover, the clearance requirements do not apply
to residents of countries in the European Economic Area or
countries that have ratified the Convention on the Organization
for Economic Cooperation and Development.
10.C Material Contracts
On June 19, 2006, Nokia Corporation, Nokia Siemens Networks
BV and Siemens AG entered into a Framework Agreement (as amended
and restated as of January 24, 2007) to create Nokia
Siemens Networks. The agreement governs the terms on which Nokia
will contribute its Networks business and Siemens will
contribute its
carrier-related
operations for fixed and mobile networks to a new company owned
approximately 50% by each of Nokia and Siemens and consolidated
by Nokia. Nokia Siemens Networks is expected to start its
operations around the end of March 2007 subject to the
satisfaction or waiver of the conditions to the merger,
including achievement of agreement between
117
Nokia and Siemens on the results and consequences of a Siemens
compliance review, and the agreement of a number of detailed
implementation steps. See Item 4 Business
OverviewNokia Siemens Networks.
10.D Exchange Controls
There are currently no Finnish laws which may affect the import
or export of capital, or the remittance of dividends, interest
or other payments.
10.E Taxation
General
The taxation discussion set forth below is intended only as a
descriptive summary and does not purport to be a complete
analysis or listing of all potential tax effects relevant to
ownership of our shares represented by ADSs.
The statements of United States and Finnish tax laws set out
below are based on the laws in force as of the date of this
annual report on
Form 20-F and may
be subject to any changes in US or Finnish law, and in any
double taxation convention or treaty between the United States
and Finland, occurring after that date, possibly with
retroactive effect.
For purposes of this summary, beneficial owners of ADSs that
hold the ADSs as capital assets and that are considered
residents of the United States for purposes of the current
income tax convention between the United States and Finland,
signed September 21, 1989, referred to as the Treaty, and
that are entitled to the benefits of the Treaty under the
Limitation on Benefits provisions contained in the
Treaty, are referred to as US Holders. Beneficial owners that
are citizens or residents of the United States, corporations
created in or organized under US law, and estates or trusts (to
the extent their income is subject to US tax either directly or
in the hands of beneficiaries) generally will be considered to
be residents of the United States under the Treaty. Special
rules apply to US Holders that are also residents of Finland and
to citizens or residents of the United States that do not
maintain a substantial presence, permanent home, or habitual
abode in the United States. For purposes of this discussion, it
is assumed that the Depositary and its custodian will perform
all actions as required by the deposit agreement with the
Depositary and other related agreements between the Depositary
and Nokia.
If a partnership holds ADSs (including for this purpose any
entity treated as a partnership for US federal income tax
purposes), the tax treatment of a partner will depend upon the
status of the partner and activities of the partnership. If a US
holder is a partner in a partnership that holds ADSs, the holder
is urged to consult its own tax advisor regarding the specific
tax consequences of owning and disposing of its ADSs.
Because this summary is not exhaustive of all possible tax
considerations such as situations involving
financial institutions, banks, tax-exempt entities, US
expatriates, real estate investment trusts, persons that are
dealers in securities, persons who own (directly, indirectly or
by attribution) 10% or more of the share capital or voting stock
of Nokia, persons who acquired their ADSs pursuant to the
exercise of employee stock options or otherwise as compensation,
or whose functional currency is not the US dollar, who may be
subject to special rules that are not discussed
herein holders of shares or ADSs that are US Holders
are advised to satisfy themselves as to the overall US federal,
state and local tax consequences, as well as to the overall
Finnish and other applicable non-US tax consequences, of their
ownership of ADSs and the underlying shares by consulting their
own tax advisors. This summary does not discuss the treatment of
ADSs that are held in connection with a permanent establishment
or fixed base in Finland.
For the purposes of both the Treaty and the US Internal Revenue
Code of 1986, as amended, referred to as the Code, US Holders of
ADSs will be treated as the owners of the underlying shares that
are
118
represented by those ADSs. Accordingly, the following
discussion, except where otherwise expressly noted, applies
equally to US Holders of ADSs on the one hand and of shares on
the other.
The holders of ADSs will, for Finnish tax purposes, be treated
as the owners of the shares that are represented by the ADSs.
The Finnish tax consequences to the holders of shares, as
discussed below, also apply to the holders of ADSs.
US and Finnish Taxation of Cash Dividends
For US federal income tax purposes, the gross amount of
dividends paid to US Holders of shares or ADSs, including any
related Finnish withholding tax, generally will be included in
gross income as foreign source dividend income. Dividends will
not be eligible for the dividends received deduction allowed to
corporations under Section 243 of the Code. The amount
includible in income (including any Finnish withholding tax)
will equal the US dollar value of the payment, determined at the
time such payment is received by the Depositary (in the case of
ADSs) or by the US Holder (in the case of shares), regardless of
whether the payment is in fact converted into US dollars.
Generally, any gain or loss resulting from currency exchange
rate fluctuations during the period between the time such
payment is received and the date the dividend payment is
converted into US dollars will be treated as ordinary income or
loss to a US Holder.
Special rules govern and specific elections are available to
accrual method taxpayers to determine the US dollar amount
includible in income in the case of a dividend paid (and taxes
withheld) in foreign currency. Accrual basis taxpayers are urged
to consult their own tax advisors regarding the requirements and
elections applicable in this regard.
Under the Finnish Act on Taxation of Non-residents Income
and Wealth, non-residents of Finland are generally subject to a
withholding tax at a rate of 28% payable on dividends paid by a
company. However, pursuant to the Treaty, dividends paid to US
Holders generally will be subject to Finnish withholding tax at
a reduced rate of 15% of the gross amount of the dividend. See
Finnish Withholding Taxes on Nominee Registered
Shares below.
Subject to conditions and limitations, Finnish withholding taxes
will be treated as foreign taxes eligible for credit against a
US Holders US federal income tax liability. Dividends
received generally will constitute foreign source passive
income for foreign tax credit purposes or, for taxable
years beginning January 1, 2007, passive category
income. In lieu of a credit, a US Holder may elect to
deduct all of its foreign taxes provided the deduction is
claimed for all of the foreign taxes paid by the US Holder in a
particular year. A deduction does not reduce US tax on a
dollar-for-dollar basis like a tax credit. The deduction,
however, is not subject to the limitations applicable to foreign
tax credits.
Certain US Holders (including individuals and some trusts
and estates) are eligible for reduced rates of U.S. federal
income tax at a maximum rate of 15% in respect of
qualified dividend income received in taxable years
beginning before January 1, 2011, provided that certain
holding period and other requirements are met. Dividends that
Nokia pays with respect to its shares and ADSs generally will be
qualified dividend income if Nokia was not, in the year prior to
the year in which the dividend was paid, and is not, in the year
in which the dividend is paid, a passive foreign investment
company. Nokia currently believes that dividends paid with
respect to its shares and ADSs will constitute qualified
dividend income for US federal income tax purposes,
however, this is a factual matter and is subject to change.
Nokia anticipates that its dividends will be reported as
qualified dividends on
Forms 1099-DIV
delivered to US Holders. US Holders of shares or ADSs
are urged to consult their own tax advisors regarding the
availability to them of the reduced dividend tax rate in light
of their own particular situation and the computations of their
foreign tax credit limitation with respect to any qualified
dividends paid to them, as applicable.
The US Treasury has expressed concern that parties to whom
ADSs are released may be taking actions inconsistent with the
claiming of foreign tax credits or reduced rates in respect of
qualified dividends by US Holders of ADSs. Accordingly, the
analysis of the creditability of Finnish withholding
119
taxes or the availability of qualified dividend treatment could
be affected by future actions that may be taken by the
US Treasury with respect to ADSs.
Finnish Withholding Taxes on Nominee Registered
Shares
For US Holders, the reduced 15% withholding tax rate of the
Treaty (instead of 28%) is applicable to dividends paid to
nominee registered shares only when the conditions of the new
provisions applied to dividends that are paid on January 1,
2006 or after are met (Section 10b of the Finnish Act on
Taxation of Non-residents Income and Wealth).
According to the new provisions, the Finnish account operator
and a foreign custodian are required to have a custody
agreement, according to which the custodian undertakes to
a) declare the country of residence of the beneficial owner
of the dividend, b) confirm the applicability of the Treaty
to the dividend, c) inform the account operator of any
changes to the country of residence or the applicability of the
Treaty, and d) provide the legal identification and address
of the beneficial owner of the dividend and a certificate of
residence issued by the local tax authorities upon request. It
is further required that the foreign custodian is domiciled in a
country with which Finland has entered into a treaty for the
avoidance of double taxation and that the custodian is entered
into the register of foreign custodians maintained by the
Finnish tax authorities.
In general, if based on an applicable treaty for the avoidance
of double taxation the withholding tax rate for dividends is 15%
or higher, the treaty rate may be applied when the
above-described conditions of the new provisions are met
(Section 10b of the Finnish Act on Taxation of
Non-residents Income and Wealth). A lower rate than 15%
may be applied based on the applicable treaty for the avoidance
of double taxation only when the following information on the
beneficial owner of the dividend is provided to the payer prior
to the dividend payment: name, date of birth or business ID (if
applicable) and address in the country of residence.
US and Finnish Tax on Sale or Other Disposition
A US Holder generally will recognize taxable capital gain
or loss on the sale or other disposition of ADSs in an amount
equal to the difference between the US dollar value of the
amount realized and the adjusted tax basis (determined in
US dollars) in the ADSs. If the ADSs are held as a capital
asset, this gain or loss generally will be long-term capital
gain or loss if, at the time of the sale, the ADSs have been
held for more than one year. Any capital gain or loss, for
foreign tax credit purposes, generally will constitute
US source gain or loss. In the case of a US Holder
that is an individual, any capital gain generally will be
subject to US federal income tax at preferential rates if
specified minimum holding periods are met. The deductibility of
capital losses is subject to significant limitations.
The deposit or withdrawal by a US Holder of shares in
exchange for ADSs or of ADSs for shares under the deposit
agreement generally will not be subject to US federal
income tax or Finnish income tax.
The sale by a US Holder of the ADSs or the underlying
shares, other than an individual that, by reason of his
residence in Finland for a period exceeding six months, is or
becomes liable for Finnish income tax according to the relevant
provisions of Finnish tax law, generally will not be subject to
income tax in Finland, in accordance with Finnish tax law and
the Treaty.
Finnish Capital Taxes
The Finnish capital tax regime was abolished in the beginning of
2006.
Finnish Transfer Tax
Transfers of shares will be, and transfers of ADSs may be,
subject to the Finnish transfer tax only when one of the parties
to the transfer is subject to Finnish taxation under the Finnish
Income Tax Act by virtue of being a resident of Finland or a
Finnish branch of a non-Finnish credit institution. In case the
Finnish Transfer Tax Act is applicable, transfer tax, however,
would not be payable on stock
120
exchange transfers. Otherwise, the transfer tax would be payable
at the rate of 1.6% of the transfer value of the security traded.
Finnish Inheritance and Gift Taxes
A transfer of an underlying share by gift or by reason of the
death of a US Holder and the transfer of an ADS are not
subject to Finnish gift or inheritance tax provided that none of
the deceased person, the donor, the beneficiary of the deceased
person or the recipient of the gift is resident in Finland.
Non-Residents of the United States
Beneficial owners of ADSs that are not US Holders will not
be subject to US federal income tax on dividends received
with respect to ADSs unless this dividend income is effectively
connected with the conduct of a trade or business within the
United States. Similarly,
non-US Holders
generally will not be subject to US federal income tax on
the gain realized on the sale or other disposition of ADSs,
unless (a) the gain is effectively connected with the
conduct of a trade or business in the United States or
(b) in the case of an individual, that individual is
present in the United States for 183 days or more in the
taxable year of the disposition and other conditions are met.
US Information Reporting and Backup Withholding
Dividend payments with respect to shares or ADSs and proceeds
from the sale or other disposition of shares or ADSs may be
subject to information reporting to the IRS and possible
US backup withholding at the current rate of 28%. Backup
withholding will not apply to a Holder, however, if the Holder
furnishes a correct taxpayer identification number or
certificate of foreign status and makes any other required
certification or if it is a recipient otherwise exempt from
backup withholding (such as a corporation). Any US person
required to establish its exempt status generally must furnish a
duly completed IRS
Form W-9 (Request
for Taxpayer Identification Number and Certification).
Non-US Holders
generally are not subject to US information reporting or
backup withholding. However, such Holders may be required to
provide certification of
non-US status
(generally on IRS
Form W-8BEN) in
connection with payments received in the United States or
through certain
US-related financial
intermediaries. Backup withholding is not an additional tax.
Amounts withheld as backup withholding may be credited against a
Holders US federal income tax liability, and the
Holder may obtain a refund of any excess amounts withheld under
the backup withholding rules by filing the appropriate claim for
refund with the Internal Revenue Service and furnishing any
required information.
Changes in income tax convention between Finland and the
US
There have been recent proposals regarding the tax convention
between the US and Finland, that may affect our US shareholders.
These proposals relate to the elimination of withholding taxes
on dividend payments for pension funds and for certain parent
and subsidiary company relationships. The proposals have been
ratified in Finland but remain subject to approval in the US. If
the proposals are approved in the US by the end of 2007, the
proposed elimination of withholding taxes on dividends will
become effective with regard to dividend income on or after
January 1, 2007.
121
10.F Dividends and Paying Agents
Not applicable.
10.G Statement by Experts
Not applicable.
10.H Documents on Display
The documents referred to in this report can be read at the
Securities and Exchange Commissions public reference
facilities at 100 F Street, N.E., Room 1580,
Washington, D.C. 20549.
10.I Subsidiary Information
Not applicable.
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK
General risk management principles
Nokias overall risk management concept is based on
visibility of the key risks which might prevent Nokia from
reaching its business objectives. This covers all risk areas:
strategic, operational, financial, hazard and fraud risks. Risk
management at Nokia is a systematic and pro-active way to
analyze, review and manage all opportunities as well as threats
and risks to Nokias objectives rather than to solely
eliminate risks.
The principles documented in Nokias Risk Policy and
approved by the Audit Committee of the Board of Directors
require risk management and its elements to be integrated into
business processes. One of the main principles is that the
business or function owner is also the risk owner, however, it
is everyones responsibility at Nokia to identify risks
preventing us from reaching our objectives.
Key risks are reported to the business and Group level
management to create assurance on business risks and to enable
prioritization of risk management implementation at Nokia. In
addition to general principles, there are specific risk
management policies covering, for example, treasury and customer
finance risks.
Financial risks
The key financial targets for Nokia are growth, profitability,
cash flow and a strong balance sheet. The objective for the
Treasury function is twofold: to guarantee cost-efficient
funding for the Group at all times, and to identify, evaluate
and hedge financial risks in close co-operation with the
business groups. There is a strong focus in Nokia on creating
shareholder value. The Treasury function supports this aim by
minimizing the adverse effects caused by fluctuations in the
financial markets on the profitability of the underlying
businesses and by managing the balance sheet structure of the
Group.
Nokia has Treasury Centers in Geneva, Singapore/Beijing and New
York/Sao Paolo, and a Corporate Treasury unit in Espoo. This
international organization enables Nokia to provide the Group
companies with financial services according to local needs and
requirements.
The Treasury function is governed by policies approved by the
Group Executive Board or its respective members, as applicable.
Treasury Policy provides principles for overall financial risk
management and determines the allocation of responsibilities for
financial risk management in Nokia. Operating Policies cover
specific areas such as foreign exchange risk, interest rate
risk, use of derivative financial instruments, as well as
liquidity and credit risk. Nokia is risk averse in its Treasury
activities. Business Groups have detailed Standard Operating
Procedures supplementing the Treasury Policy in financial risk
management related issues.
122
Market risk
Foreign exchange risk
Nokia operates globally and is thus exposed to foreign exchange
risk arising from various currency combinations. Foreign
currency denominated assets and liabilities together with
expected cash flows from highly probable purchases and sales
give rise to foreign exchange exposures. These transaction
exposures are managed against various local currencies because
of Nokias substantial production and sales outside the
Eurozone.
Due to the changes in the business environment, currency
combinations may also change within the financial year. The most
significant non-euro sales currencies during the year were US
dollar (USD), UK pound sterling (GBP) and Chinese yuan
(CNY). In general, depreciation of another currency relative to
the euro has an adverse effect on Nokias sales and
operating profit, while appreciation of another currency has a
positive effect, with the exception of Japanese yen (JPY), being
the only significant foreign currency in which Nokia has more
purchases than sales.
The following chart shows the break-down by currency of the
underlying net foreign exchange transaction exposure as of
December 31, 2006 (in some of the currencies, especially
the US dollar, Nokia has both substantial sales as well as cost,
which have been netted in the chart).
Net Exposures
According to the foreign exchange policy guidelines of the
Group, material transaction foreign exchange exposures are
hedged. Exposures are mainly hedged with derivative financial
instruments such as forward foreign exchange contracts and
foreign exchange options. The majority of financial instruments
hedging foreign exchange risk have a duration of less than a
year. The Group does not hedge forecasted foreign currency cash
flows beyond two years.
Nokia uses the Value-at-Risk (VaR) methodology to
assess the foreign exchange risk related to the Treasury
management of the Group exposures. The VaR figure represents the
potential fair value losses for a portfolio resulting from
adverse changes in market factors using a specified time period
and confidence level based on historical data. To correctly take
into account the non-linear price function of certain derivative
instruments, Nokia uses Monte Carlo simulation. Volatilities and
correlations are calculated from a one-year set of daily data.
The VaR figures assume that the forecasted cash flows
materialize as expected. The annualized VaR-based FX risk
figures for the Group transaction foreign exchange exposure,
including hedging transactions and Treasury exposures for
netting and risk management purposes, calculated from one-week
horizon and 95% confidence level, are shown in Table 1,
below.
123
Table 1 Transaction foreign exchange position
Value-At-Risk
|
|
|
|
|
|
|
|
|
VaR |
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
|
EURm | |
|
EURm | |
At December 31
|
|
|
21.6 |
|
|
|
12.4 |
|
Average for the year
|
|
|
24.6 |
|
|
|
10.2 |
|
Range for the year
|
|
|
17.1-34.6 |
|
|
|
3.3-29.3 |
|
Since Nokia has subsidiaries outside the Eurozone, the
euro-denominated value of the shareholders equity of Nokia
is also exposed to fluctuations in exchange rates. Equity
changes caused by movements in foreign exchange rates are shown
as a translation difference in the Group consolidation. Nokia
uses, from time to time, foreign exchange contracts and foreign
currency denominated loans to hedge its equity exposure arising
from foreign net investments.
Interest rate risk
The Group is exposed to interest rate risk either through market
value fluctuations of balance sheet items (i.e. price risk) or
through changes in interest income or expenses (i.e.
re-investment risk). Interest rate risk mainly arises through
interest-bearing liabilities and assets. Estimated future
changes in cash flows and balance sheet structure also expose
the Group to interest rate risk.
Treasury is responsible for monitoring and managing the interest
rate exposure of the Group. Due to the current balance sheet
structure of Nokia, emphasis is placed on managing the interest
rate risk of investments.
Nokia uses the VaR methodology to assess and measure the
interest rate risk in the investment portfolio, which is
benchmarked against a combination of three-month and
one-to-three-year investment horizon. The VaR figure represents
the potential fair value losses for a portfolio resulting from
adverse changes in market factors using a specified time period
and confidence level based on historical data. For interest rate
risk VaR, Nokia uses variance-covariance methodology.
Volatilities and correlations are calculated from a one-year set
of daily data. The annualized VaR-based interest rate risk
figures for the investment portfolio calculated from one-week
horizon and 95% confidence level are shown in Table 2, below.
Table 2 Treasury investment portfolio
Value-At-Risk
|
|
|
|
|
|
|
|
|
VaR |
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
|
EURm | |
|
EURm | |
At December 31
|
|
|
4.8 |
|
|
|
6.9 |
|
Average for the year
|
|
|
6.3 |
|
|
|
10.0 |
|
Range for the year
|
|
|
4.4-9.3 |
|
|
|
6.9-15.3 |
|
Equity price risk
Nokia has certain strategic minority investments in publicly
traded companies. These investments are classified as
available-for-sale. The
fair value of the equity investments at December 31, 2006
was EUR 8 million (EUR 8 million in 2005).
There are currently no outstanding derivative financial
instruments designated as hedges of these equity investments.
The VaR figures for equity investments, shown in Table 3,
below, have been calculated using the same principles as for
interest rate risk.
124
Table 3 Equity investments Value-at-Risk
|
|
|
|
|
|
|
|
|
VaR |
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
|
EURm | |
|
EURm | |
At December 31
|
|
|
0.1 |
|
|
|
0.1 |
|
Average for the year
|
|
|
0.1 |
|
|
|
0.2 |
|
Range for the year
|
|
|
0.1-0.2 |
|
|
|
0.1-0.2 |
|
In addition to the listed equity holdings, Nokia invests in
private equity through Nokia Venture Funds. The fair value of
these
available-for-sale
equity investments at December 31, 2006 was
USD 220 million (USD 177 million in 2005).
Nokia is exposed to equity price risk on social security costs
relating to equity-based compensation plans. Nokia hedges this
risk by entering into cash settled equity swap and option
contracts.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN
EQUITY SECURITIES
Not applicable.
PART II
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND
DELINQUENCIES
None.
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF
SECURITY HOLDERS AND USE OF PROCEEDS
None.
ITEM 15. CONTROLS AND PROCEDURES
(a) Disclosure Controls and Procedures. Our President and
Chief Executive Officer and our Executive Vice President, Chief
Financial Officer, after evaluating the effectiveness of the
Groups disclosure controls and procedures (as defined in
US Exchange Act
Rule 13a-15(e)) as
of the end of the period covered by this annual report on
Form 20-F, have
concluded that, as of such date, the Groups disclosure
controls and procedures were effective.
(b) Managements Annual Report on Internal Control Over
Financial Reporting. Our management is responsible for
establishing and maintaining adequate internal control over
financial reporting for the company. Nokias internal
control over financial reporting is designed to provide
reasonable assurance to the companys management and the
Board of Directors regarding the reliability of financial
reporting and the preparation and fair presentation of published
financial statements. Because of its inherent limitations,
internal control over financial reporting may not prevent or
detect misstatements. Therefore, even those systems determined
to be effective can provide only reasonable assurances with
respect to financial statement preparation and presentation.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may decline.
The companys management evaluated the effectiveness of our
internal control over financial reporting based on the Committee
of Sponsoring Organizations of the Treadway Commission
(COSO) framework. Based on this evaluation,
management has assessed the effectiveness of the companys
internal control over financial reporting, as at
December 31, 2006, and concluded that such internal control
over financial reporting is effective.
125
PricewaterhouseCoopers Oy, which has audited Nokias
consolidated financial statements for the year ended
December 31, 2006, has issued an attestation report on
managements assessment of the effectiveness of the
companys internal control over financial reporting under
Auditing Standard No. 2 of the Public Company Accounting
Oversight Board (United States of America).
(c) Attestation Report of the Registered Public Accounting
Firm. See the Auditors report on
page F-1.
(d) Changes in Internal Control Over Financial Reporting.
There were no changes in the Groups internal control
over financial reporting that occurred during the year ended
December 31, 2006 that have materially affected, or are
reasonably likely to materially affect, the Groups
internal control over financial reporting.
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
The Board of Directors has determined that Per Karlsson is an
audit committee financial expert as defined in
Item 16A of
Form 20-F.
Mr. Per Karlsson and each of the other members of the Audit
Committee is an independent director as defined in
Section 303A.02 of the New York Stock Exchanges
Listed Company Manual.
ITEM 16B. CODE OF ETHICS
We have adopted a code of ethics that applies to our Chief
Executive Officer, President, Chief Financial Officer and
Corporate Controller. This code of ethics is posted on our
website, www.nokia.com, and may be found as follows:
1. From our main web page, first click on About
Nokia.
2. Next, click on Company.
3. Next, click on Corporate Governance.
4. Next, click on Board of Directors.
5. Finally, click on Code of Ethics.
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Auditor fees and services
PricewaterhouseCoopers Oy has served as Nokias independent
auditor for each of the fiscal years in the three-year period
ended December 31, 2006. The independent auditor is elected
annually by Nokias shareholders at the Annual General
Meeting. The Audit Committee of the Board of Directors makes a
recommendation to the shareholders in respect of the appointment
of the auditor based upon its evaluation of the qualifications
and independence of the auditor to be proposed for election or
re-election.
The following table presents the aggregate fees for professional
services and other services rendered by PricewaterhouseCoopers
to Nokia in 2006 and 2005.
126
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
|
(EUR millions) | |
Audit
Fees(1)
|
|
|
5.2 |
|
|
|
5.3 |
|
Audit-Related
Fees(2)
|
|
|
7.1 |
|
|
|
1.0 |
|
Tax
Fees(3)
|
|
|
6.8 |
|
|
|
5.9 |
|
All Other
Fees(4)
|
|
|
0.4 |
|
|
|
0.1 |
|
|
|
|
|
|
|
|
Total
|
|
|
19.5 |
|
|
|
12.3 |
|
|
|
|
|
|
|
|
|
|
(1) |
Audit Fees consist of fees billed for the annual audit of the
companys consolidated financial statements and the
statutory financial statements of the companys
subsidiaries. They also include fees billed for other audit
services, which are those services that only the independent
auditor reasonably can provide, and include the provision of
comfort letters and consents and the review of documents filed
with the SEC and other capital markets or local financial
reporting regulatory bodies. There were no unbilled audit fees
at year-end 2006. The fees for 2005 include
EUR 1.4 million of accrued audit fees for the
2005 year-end audit that were not billed until 2006. |
|
(2) |
Audit-Related Fees consist of fees billed for assurance and
related services that are reasonably related to the performance
of the audit or review of the companys financial
statements or that are traditionally performed by the
independent auditor, and include consultations concerning
financial accounting and reporting standards; internal control
matters and services in anticipation of the companys
compliance with Section 404 of the Sarbanes-Oxley Act of
2002; advice and assistance in connection with local statutory
accounting requirements; due diligence related to acquisitions;
employee benefit plan audits and reviews; and miscellaneous
reports in connection with grant applications. The fees for 2006
include EUR 1.5 million of accrued audit related fees that
were not billed until 2007. This amount includes EUR
0.3 million that Nokia will recover from a third party.
There were no unbilled audit-related fees at year-end 2005. |
|
(3) |
Tax Fees include fees billed for tax compliance services,
including the preparation of original and amended tax returns
and claims for refund; tax consultations, such as assistance and
representation in connection with tax audits and appeals, tax
advice related to mergers and acquisitions, transfer pricing,
and requests for rulings or technical advice from taxing
authorities; tax planning services; and expatriate tax
compliance, consultation and planning services. The tax fees for
2006 include EUR 0.4 million of accrued tax fees that were
not billed until 2007. There were no unbilled tax fees at
year-end 2005. |
|
(4) |
All Other Fees include fees billed for company establishment,
forensic accounting and occasional training services. |
Audit Committee Pre-approval Policies and
Procedures
The Audit Committee of Nokias Board of Directors is
responsible, among other matters, for the oversight of the
external auditor subject to the requirements of Finnish law. The
Audit Committee has adopted a policy regarding pre-approval of
audit and permissible non-audit services provided by our
independent auditors (the Policy).
Under the Policy, proposed services either (i) may be
pre-approved by the Audit Committee without consideration of
specific case-by-case services (general
pre-approval); or (ii) require the specific
pre-approval of the Audit Committee (specific
pre-approval). The Audit Committee may delegate either
type of pre-approval authority to one or more of its members.
The appendices to the Policy set out the audit, audit-related,
tax and other services that have received the general
pre-approval of the Audit Committee. All other audit,
audit-related (including services related to internal controls
and significant M&A projects), tax and other services must
receive a specific pre-approval from the Audit Committee. The
Policy and its appendices are subject to annual review by the
Audit Committee.
127
The Audit Committee establishes budgeted fee levels annually for
each of the four categories of audit and non-audit services that
are pre-approved under the Policy, namely, audit, audit-related,
tax and other services. Requests or applications to provide
services that require specific approval by the Audit Committee
are submitted to the Audit Committee by both the independent
auditor and the Chief Financial Officer. At each regular meeting
of the Audit Committee, the independent auditor provides a
report in order for the Audit Committee to review the services
that the auditor is providing, as well as the status and cost of
those services.
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR
AUDIT COMMITTEES
Not applicable.
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER
AND AFFILIATED PURCHASERS
The following table sets out certain information concerning
purchases of Nokia shares and ADRs by Nokia Corporation and its
affiliates during 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(c) Total Number | |
|
|
|
|
|
|
|
|
of Shares | |
|
(d) Maximum | |
|
|
|
|
|
|
Purchased as | |
|
Number of Shares | |
|
|
|
|
|
|
Part of Publicly | |
|
that May Yet Be | |
|
|
(a) Total Number | |
|
(b) Average Price | |
|
Announced | |
|
Purchased Under | |
|
|
of Shares | |
|
Paid per Share(4) | |
|
Plans or | |
|
the Plans or | |
Period |
|
Purchased(3) | |
|
(EUR) | |
|
Programs(3) | |
|
Programs | |
|
|
| |
|
| |
|
| |
|
| |
January 1/1/06-1/31/06
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
182 190 000 (1 |
) |
February 2/1/06-2/28/06
|
|
|
28 700 000 |
|
|
|
15.80 |
|
|
|
28 700 000 |
|
|
|
153 490 000 (1 |
) |
March 3/1/06-3/31/06
|
|
|
56 180 000 |
|
|
|
16.49 |
|
|
|
56 180 000 |
|
|
|
97 310 000 (1 |
) |
April 4/1/06-4/30/06
|
|
|
3 690 000 |
|
|
|
18.41 |
|
|
|
3 290 000 |
|
|
|
401 710 000 (2 |
) |
May 5/1/06-5/31/06
|
|
|
18 920 000 |
|
|
|
17.28 |
|
|
|
18 920 000 |
|
|
|
382 790 000 (2 |
) |
June 6/1/06-6/30/06
|
|
|
13 390 000 |
|
|
|
16.10 |
|
|
|
13 390 000 |
|
|
|
369 400 000 (2 |
) |
July 7/1/06-7/31/06
|
|
|
7 060 000 |
|
|
|
15.47 |
|
|
|
6 960 000 |
|
|
|
362 440 000 (2 |
) |
August 8/1/06-8/31/06
|
|
|
22 960 000 |
|
|
|
15.91 |
|
|
|
22 960 000 |
|
|
|
339 480 000 (2 |
) |
September 9/1/06-9/30/06
|
|
|
16 090 000 |
|
|
|
15.35 |
|
|
|
16 090 000 |
|
|
|
323 390 000 (2 |
) |
October 10/1/06-10/31/06
|
|
|
8 200 000 |
|
|
|
15.49 |
|
|
|
8 200 000 |
|
|
|
315 190 000 (2 |
) |
November 11/1/06-11/30/06
|
|
|
25 270 000 |
|
|
|
15.48 |
|
|
|
25 270 000 |
|
|
|
289 920 000 (2 |
) |
December 12/1/06-12/31/06
|
|
|
11 880 000 |
|
|
|
15.30 |
|
|
|
11 880 000 |
|
|
|
278 040 000 (2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
212 340 000 |
|
|
|
|
|
|
|
211 840 000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
On April 7, 2005, the Annual General Meeting authorized the
Board to resolve to repurchase a maximum of 443.2 million
Nokia shares by using funds available for distribution of
profits. The authorization was effective until April 7,
2006. |
|
(2) |
On March 30, 2006, the Annual General Meeting authorized
the Board to resolve to repurchase a maximum of 405 million
Nokia shares by using funds available for distribution of
profits. The authorization is effective until March 30,
2007. |
|
(3) |
The difference between the Total Number of Shares
Purchased and the Total Number of Shares Purchased
as Part of Publicly Announced Plans and Programs
represents repurchases of a total of 500 000 shares in
open-market transactions effected by affiliates of Nokia
Corporation to cover the Groups obligations in connection
with certain employee stock option plans. |
|
(4) |
When ADRs were purchased the USD price paid was converted into
EUR by using the noon buying rate as of the date of purchase |
128
PART III
ITEM 17. FINANCIAL STATEMENTS
Not applicable.
ITEM 18. FINANCIAL STATEMENTS
The following financial statements are filed as part of this
annual report on
Form 20-F:
|
|
|
|
|
Consolidated Financial Statements
|
|
|
|
|
Report of Independent Registered Public Accounting Firm
|
|
|
F-1 |
|
Consolidated Profit and Loss Accounts
|
|
|
F-3 |
|
Consolidated Balance Sheets
|
|
|
F-4 |
|
Consolidated Cash Flow Statements
|
|
|
F-5 |
|
Consolidated Statements of Changes in Shareholders Equity
|
|
|
F-7 |
|
Notes to the Consolidated Financial Statements
|
|
|
F-9 |
|
ITEM 19. EXHIBITS
|
|
|
|
|
|
*1 |
|
|
Articles of Association of Nokia Corporation. |
|
4 |
.1 |
|
Amended and Restated Framework Agreement among Siemens AG
and Nokia Corporation and Nokia Siemens Networks B.V. dated
as of June 19, 2006 and as amended and restated as of
January 24, 2007. |
|
6 |
. |
|
See Note 30 to our consolidated financial statements
included in Item 18 of this annual report on Form 20-F
for information on how earnings per share information was
calculated. |
|
8 |
. |
|
List of significant subsidiaries. |
|
12 |
.1 |
|
Certification of Olli-Pekka Kallasvuo, Chief Executive Officer
of Nokia Corporation, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. |
|
12 |
.2 |
|
Certification of Richard A. Simonson, Chief Financial
Officer of Nokia Corporation, pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002. |
|
13 |
. |
|
Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002. |
|
15 |
.(a). |
|
Consent of Independent Registered Public Accounting Firm. |
______________________________
|
|
* |
Incorporated by reference to our annual report on
Form 20-F for the
fiscal year ended December 31, 2000. |
129
GLOSSARY OF TERMS
2G (second generation mobile communications): A
digital cellular system such as GSM 900, 1800 and 1900.
3G (third generation mobile communications): A
digital system for mobile communications that provides increased
bandwidth and lets a mobile device user access a wide variety of
services, such as multimedia.
3GPP (Third Generation Partnership Project) and 3GPP2
(Third Generation Partnership Project 2): Projects
in which standards organizations and other related bodies have
agreed to co-operate on the production of globally applicable
technical specifications for a third generation mobile system.
3GPP Release 4: A particular version of 3GPP
standards in which the control and traffic layers in the
circuit-switched core are separated.
Access network: A telecommunications network
between a local exchange and the subscriber station.
Analogue: A signaling technique in which signals
are conveyed by continuously varying the frequency, amplitude or
phase of the transmission.
Base station: A network element in a mobile
network responsible for radio transmission and reception to or
from the mobile station.
Base station controller: A network element in a
mobile network for controlling one or more base transceiver
stations in the call set-up functions, in signaling, in the use
of radio channels, and in various maintenance tasks.
Bluetooth: A technology that provides short-range
radio links to allow mobile computers, mobile phones, digital
cameras, and other portable devices to communicate with each
other without cables.
Broadband network: A network that delivers higher
bandwidth by using transmission channels capable of supporting
data rates greater than the primary rate of 9.6 Kbit/s.
CDMA (Code Division Multiple Access): A technique
in which radio transmissions using the same frequency band are
coded in a way that a signal from a certain transmitter can be
received only by certain receivers.
Cellular network: A mobile telephone network
consisting of switching centers, radio base stations and
transmission equipment.
Circuit switching: Electronic communications via a
dedicated channel, or circuit, for the duration of the
communication.
Converged device: See Smartphone.
Convergence: The coming together of two or more
disparate disciplines or technologies. Convergence types are,
for example, IP convergence, fixed-mobile convergence and device
convergence.
Core network: A combination of exchanges and the
basic transmission equipment that together form the basis for
network services.
Digital: A signaling technique in which a signal
is encoded into digits for transmission.
Dual Transfer Mode (DTM): A transfer mode in which
a mobile station is simultaneously in dedicated mode and packet
transfer mode.
DVB-H (Digital Video BroadcastHandheld): A
digital TV broadcasting technology based on traditional
terrestrial antenna broadcast technology that enables service
reception in handheld devices.
130
EDGE (Enhanced Data Rates for Global Evolution): A
technology to boost cellular network capacity and increase data
rates of existing GSM networks to as high as 473 Kbit/s.
Engine: Hardware and software that perform
essential core functions for telecommunication or application
tasks. A mobile device engine includes, for example, the printed
circuit boards, radio frequency components, basic electronics
and basic software.
ETSI (European Telecommunications Standards
Institute): Standards produced by the ETSI contain
technical specifications laying down the characteristics
required for a telecommunications product.
Firewall Gateways: Network points that act as an
entrance to another network.
GPRS (General Packet Radio Services): A service
that provides packet switched data, primarily for second
generation GSM networks.
GPS (Global Positioning System): Satellite-based
positioning system that is used for reading geographical
position and as a source of the accurate co-ordinated universal
time.
GSM (Global System for Mobile Communications): A
digital system for mobile communications that is based on a
widely accepted standard and typically operates in the 900 MHz,
1800 MHz, and 1900 MHz frequency bands.
HSPA (High Speed Packet Access): A wideband code
division multiple access feature that refers to both 3GPP
high-speed downlink packet access and high-speed uplink packet
access (see also HSDPA and HSUPA).
HSDPA (High Speed Downlink Packet Access): A
wideband code division multiple access feature that provides
high data rate transmission in a WCDMA downlink to support
multimedia services.
HSUPA (High Speed Uplink Packet Access): A
wideband code division multiple access feature that provides
high data rate transmission in a WCDMA uplink to support
multimedia services.
I-HSPA (Internet-HSPA): A 3GPP standards-based
simplified network architecture innovation from Nokia
implemented as a data overlay radio access layer that can be
built with already deployed WCDMA base stations.
IEEE (Institute of Electrical and Electronics
Engineers): A non-profit, technical professional
association that is an authority in technical areas ranging from
computer engineering, biomedical technology and
telecommunications, to electric power, aerospace and consumer
electronics, among others.
IETF (The Internet Engineering Task Force): An
international organization consisting of over 80 working groups
responsible for developing Internet standards.
IMS (IP Multimedia Subsystem): A subsystem
providing IP multimedia services that complement the services
provided by the circuit switched core network domain.
IP (Internet Protocol): A network layer protocol
that offers a connectionless Internet work service and forms
part of the TCP/ IP protocol.
IPR (Intellectual Property Rights): Laws
protecting the economic exploitation of intellectual property, a
generic term used to describe products of human intellect, for
example, patents, that have an economic value.
IP Network (Internet Protocol Network): A data
communications network based on the Internet protocol.
IPSec (Internet Protocol Security): A protocol
that provides Internet security architecture for data
confidentiality, data integrity, and data authentication to
support secure exchange of packets at the IP layer.
131
IPSec VPN (Internet Protocol Security Virtual Private
Network): A technology for establishing a Virtual
Private Network connection by using the IPSec protocol.
Java: An object-oriented programming language that
is intended to be hardware and software independent.
LTE (Long Term Evolution): 3GPP radio technology
evolution architecture.
Maemo: An application development platform for
Nokia Internet Tablet products.
MMS (Multimedia Messaging Services): An open
standard defined by the Open Mobile Alliance that enables mobile
phone users to send and receive messages with rich content, such
as images, polyphonic ring tones, audio clips and even short
videos.
Mobile device: A generic term for all device
products made by our Mobile Phones, Multimedia and Enterprise
Solutions business groups, and a generic term for all device
products made by the industry in which we operate.
Multimedia Computer: The name given to all Nokia
Nseries devices produced by our Multimedia business group in
order to distinguish them from the generic category of converged
devices.
Multiradio: Able to support several different
radio access technologies.
NFC (Near Field Communication): A technology that
enables users to exchange information between devices located
near to each other.
OFDM (Orthogonal Frequency-Division Multiplexing):
A technique for transmitting large amounts of digital data over
a radio wave. OFDM works by splitting the radio signal into
multiple smaller sub-signals that are then transmitted
simultaneously at different frequencies to the receiver.
OMA (Open Mobile Alliance): An organization that
acts as a mobile industry standards forum aiming at
interoperable mobile services across geographic areas, network
operators, and mobile terminals, as well as at an open
standards-based framework that permits services in a
multi-vendor environment.
Open-source: Refers to a program in which the
source code is available to the general public for use and
modification from its original design free of charge.
OS: Operating System.
Packet: Part of a message transmitted over a
packet switched network.
Packet switching: A technique that enables
digitized data to be split into a number of packets, sometimes
called datagrams, and sent out over various network routes to
their location.
PBX (Private Branch Exchange): A local exchange
serving extensions in a business complex and providing access to
the public network.
PDA (Personal Digital Assistant): A portable
device that combines a wide range of functions, such as diary,
address book, word processor, and calculator.
Pixel: The basic unit of the composition of an
image on an electronic display screen.
Platform: A basic system on which different
applications can be developed. A platform consists of physical
hardware entities and basic software elements such as the
operating system.
Presence: The ability to detect whether other
users are online and whether they are available.
Push to talk over Cellular (PoC): A service that
provides direct one-to-one and one-to-many voice communication
in the cellular network.
Python: A general-purpose programming language
that was originally developed by Guido van Rossum.
QVGA: A screen resolution of 320x240 pixels.
132
S60: A feature rich software platform for
smartphones with advanced data capabilities that is optimized
for the Symbian OS.
Smartphone (also known as a converged
device): A generic category of mobile device that can run
computer-like applications such as e-mail, web browsing and
enterprise software, and can also have built-in music players,
video recorders, mobile TV and other multimedia features.
Softswitch: A switch that has distributed, layered
software architecture and is meant for the public network
infrastructure for data, video, and voice communications.
SSL (Secure Socket Layer): A transport-level
protocol that adds authentication and data encryption to TCP
connections and as such is the standard protocol for securing
web browsing.
SSL VPN: A technology for establishing a VPN
connection by using the SSL protocol.
Streaming: The simultaneous transfer of digital
media, such as video, voice and data, which is received as a
continuous stream.
Symbian OS: An operating system, application
framework and application suite optimized for the needs of
wireless information devices such as smartphones and
communicators, and for handheld, battery-powered, computers.
Synchronization: A process that causes something
to occur or recur at the same time or in unison. Synchronization
can be used to make the contents of specific files identical on
different devices.
TCP/ IP (Transmission Control Protocol/ Internet
Protocol): A basic communication protocol used to
transmit data over networks, on the Internet and on private
networks.
TD-SCDMA (time division synchronous code division multiple
access): An alternative 3G standard.
TETRA (Terrestrial Trunked Radio): An open digital
trunked radio standard defined by ETSI.
Transfer mode: Transmission, multiplexing and
switching in a telecommunications network.
Transmission: The action of conveying signals from
one point to one or more other points.
UMA (Unlicensed Mobile Access): UMA technology
enables roaming and handovers between cellular networks and
public and private unlicensed networks using dual-mode mobile
handsets.
VAR (Value Added Reseller): A reseller that adds
something to a product, thus creating a complete customer
solution which it then sells under its own name.
VoIP (Voice over Internet Protocol): Use of the
Internet protocol to carry and route two-way voice
communications.
VPN (Virtual Private Network): A private network
built using a public network as a base.
WCDMA (Wideband Code Division Multiple Access): A
third-generation mobile wireless technology that offers high
data speeds to mobile and portable wireless devices.
WiFi: A technology of wireless local area networks
that operates according to the 802.11 standard of the Institute
of Electrical and Electronics Engineers (IEEE).
WiMAX (Worldwide Interoperability for Microwave
Access): A technology of wireless networks that operates
according to the 802.16 standard of the Institute of Electrical
and Electronics Engineers (IEEE).
WLAN (wireless local area network): A local area
network using wireless connections, such as radio, microwave or
infrared links, in place of physical cables.
133
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134
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of NOKIA
CORPORATION:
We have completed an integrated audit of Nokia
Corporations 2006 consolidated financial statements and of
its internal control over financial reporting as of
December 31, 2006 and audits of its 2005 and 2004
consolidated financial statements in accordance with the
standards of the Public Company Accounting Oversight Board
(United States of America). Our opinions based on our audits,
are presented below.
Consolidated financial statements
In our opinion, the accompanying consolidated balance sheets and
the related consolidated profit and loss accounts, statements of
changes in shareholders equity and cash flow statements
present fairly, in all material respects, the financial position
of Nokia Corporation and its subsidiaries at December 31,
2006 and 2005, and the results of their operations and their
cash flows for each of the three years in the period ended
December 31, 2006 in conformity with International
Financial Reporting Standards (IFRS). These consolidated
financial statements are the responsibility of Nokias
management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits. We
conducted our audits of these statements in accordance with
International Standards on Auditing and the standards of the
Public Company Accounting Oversight Board (United States of
America). Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material
misstatement. An audit of consolidated financial statements
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the consolidated financial
statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the
overall consolidated financial statement presentation. We
believe that our audits provide a reasonable basis for our
opinion.
IFRS vary in certain respects from accounting principles
generally accepted in the United States of America. Information
relating to the nature and effect of such differences is
presented in Note 38 to the consolidated financial
statements.
Internal control over financial reporting
Also, in our opinion, managements assessment, included in
the accompanying Managements Annual Report on
Internal Control Over Financial Reporting appearing under
Item 15(b), that the Company maintained effective internal
control over financial reporting as of December 31, 2006,
is fairly stated, in all material respects, based on criteria
established in Internal Control Integrated Framework
issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO). Also, in our opinion, Nokia
maintained, in all material respects, effective internal control
over financial reporting as of December 31, 2006, based on
criteria established in Internal Control Integrated
Framework issued by the COSO. Nokias management is
responsible for maintaining effective internal control over
financial reporting and for its assessment of the effectiveness
of internal control over financial reporting. Our responsibility
is to express opinions on managements assessment and on
the effectiveness of Nokias internal control over
financial reporting based on our audit. We conducted our audit
of internal control over financial reporting in accordance with
the standards of the Public Company Accounting Oversight Board
(United States of America). Those standards require that we plan
and perform the audit to obtain reasonable assurance about
whether effective internal control over financial reporting was
maintained in all material respects. An audit of internal
control over financial reporting includes obtaining an
understanding of internal control over financial reporting,
evaluating managements assessment, testing and evaluating
the design and operating effectiveness of internal control, and
performing such other procedures as we consider necessary in the
circumstances. We believe that our audit provides a reasonable
basis for our opinions.
F-1
A companys internal control over financial reporting is a
process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with
generally accepted accounting standards. A companys
internal control over financial reporting includes those
policies and procedures that (i) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the
company; (ii) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted
accounting standards and that receipts and expenditures of the
company are being made only in accordance with authorizations of
management and directors of the company; and (iii) provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the
companys assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
/s/ PricewaterhouseCoopers Oy
PricewaterhouseCoopers Oy
Espoo, Finland
March 12, 2007
F-2
(This page has been left blank intentionally)
F-3
Nokia Corporation and Subsidiaries
Consolidated Profit and Loss Accounts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial year ended December 31 | |
|
|
|
|
| |
|
|
Notes | |
|
2006 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
| |
|
|
|
|
EURm | |
|
EURm | |
|
EURm | |
Net sales
|
|
|
|
|
|
|
41 121 |
|
|
|
34 191 |
|
|
|
29 371 |
|
Cost of sales
|
|
|
|
|
|
|
(27 742 |
) |
|
|
(22 209 |
) |
|
|
(18 179 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
|
|
|
|
13 379 |
|
|
|
11 982 |
|
|
|
11 192 |
|
Research and development expenses
|
|
|
|
|
|
|
(3 897 |
) |
|
|
(3 825 |
) |
|
|
(3 776 |
) |
Selling and marketing expenses
|
|
|
6 |
|
|
|
(3 314 |
) |
|
|
(2 961 |
) |
|
|
(2 564 |
) |
Administrative and general expenses
|
|
|
|
|
|
|
(666 |
) |
|
|
(609 |
) |
|
|
(611 |
) |
Other income
|
|
|
7 |
|
|
|
522 |
|
|
|
285 |
|
|
|
343 |
|
Other expenses
|
|
|
7, 8 |
|
|
|
(536 |
) |
|
|
(233 |
) |
|
|
(162 |
) |
Amortization of goodwill
|
|
|
10 |
|
|
|
|
|
|
|
|
|
|
|
(96 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit
|
|
|
2-10 |
|
|
|
5 488 |
|
|
|
4 639 |
|
|
|
4 326 |
|
Share of results of associated companies
|
|
|
15, 33 |
|
|
|
28 |
|
|
|
10 |
|
|
|
(26 |
) |
Financial income and expenses
|
|
|
11 |
|
|
|
207 |
|
|
|
322 |
|
|
|
405 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit before tax
|
|
|
|
|
|
|
5 723 |
|
|
|
4 971 |
|
|
|
4 705 |
|
Tax
|
|
|
12 |
|
|
|
(1 357 |
) |
|
|
(1 281 |
) |
|
|
(1 446 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit before minority interests
|
|
|
|
|
|
|
4 366 |
|
|
|
3 690 |
|
|
|
3 259 |
|
Minority interests
|
|
|
|
|
|
|
(60 |
) |
|
|
(74 |
) |
|
|
(67 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit attributable to equity
holders of the parent
|
|
|
|
|
|
|
4 306 |
|
|
|
3 616 |
|
|
|
3 192 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
2004 | |
|
|
|
|
| |
|
| |
|
| |
|
|
|
|
EUR | |
|
EUR | |
|
EUR | |
Earnings per share
|
|
|
30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(for profit attributable to the equity holders of the parent)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
|
|
|
|
1.06 |
|
|
|
0.83 |
|
|
|
0.69 |
|
|
Diluted
|
|
|
|
|
|
|
1.05 |
|
|
|
0.83 |
|
|
|
0.69 |
|
Average number of shares
(000s shares)
|
|
|
30 |
|
|
|
2006 |
|
|
|
2005 |
|
|
|
2004 |
|
|
Basic
|
|
|
|
|
|
|
4 062 833 |
|
|
|
4 365 547 |
|
|
|
4 593 196 |
|
|
Diluted
|
|
|
|
|
|
|
4 086 529 |
|
|
|
4 371 239 |
|
|
|
4 600 337 |
|
See Notes to Consolidated Financial Statements.
F-4
Nokia Corporation and Subsidiaries
Consolidated Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31 | |
|
|
|
|
| |
|
|
Notes | |
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
| |
|
|
|
|
EURm | |
|
EURm | |
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
Capitalized development costs
|
|
|
13 |
|
|
|
251 |
|
|
|
260 |
|
Goodwill
|
|
|
13 |
|
|
|
532 |
|
|
|
90 |
|
Other intangible assets
|
|
|
13 |
|
|
|
298 |
|
|
|
211 |
|
Property, plant and equipment
|
|
|
14 |
|
|
|
1 602 |
|
|
|
1 585 |
|
Investments in associated companies
|
|
|
15 |
|
|
|
224 |
|
|
|
193 |
|
Available-for-sale investments
|
|
|
16 |
|
|
|
288 |
|
|
|
246 |
|
Deferred tax assets
|
|
|
26 |
|
|
|
809 |
|
|
|
846 |
|
Long-term loans receivable
|
|
|
17 |
|
|
|
19 |
|
|
|
63 |
|
Other non-current assets
|
|
|
|
|
|
|
8 |
|
|
|
7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 031 |
|
|
|
3 501 |
|
Current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
Inventories
|
|
|
18, 20 |
|
|
|
1 554 |
|
|
|
1 668 |
|
Accounts receivable, net of allowances for doubtful accounts
(2006:
EUR 212 million, 2005: EUR 281 million)
|
|
|
19, 20 |
|
|
|
5 888 |
|
|
|
5 346 |
|
Prepaid expenses and accrued income
|
|
|
19 |
|
|
|
2 496 |
|
|
|
1 938 |
|
Other financial assets
|
|
|
|
|
|
|
111 |
|
|
|
89 |
|
Available-for-sale investments, liquid assets
|
|
|
16 |
|
|
|
5 012 |
|
|
|
6 852 |
|
Available-for-sale investments, cash equivalents
|
|
|
16, 34 |
|
|
|
2 046 |
|
|
|
1 493 |
|
Bank and cash
|
|
|
34 |
|
|
|
1 479 |
|
|
|
1 565 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18 586 |
|
|
|
18 951 |
|
Total assets
|
|
|
|
|
|
|
22 617 |
|
|
|
22 452 |
|
|
|
|
|
|
|
|
|
|
|
SHAREHOLDERS EQUITY AND LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital and reserves attributable to equity holders of the
parent
|
|
|
|
|
|
|
|
|
|
|
|
|
Share capital
|
|
|
22 |
|
|
|
246 |
|
|
|
266 |
|
Share issue premium
|
|
|
|
|
|
|
2 707 |
|
|
|
2 458 |
|
Treasury shares, at cost
|
|
|
|
|
|
|
(2 060 |
) |
|
|
(3 616 |
) |
Translation differences
|
|
|
|
|
|
|
(34 |
) |
|
|
69 |
|
Fair value and other reserves
|
|
|
21 |
|
|
|
(14 |
) |
|
|
(176 |
) |
Retained earnings
|
|
|
24 |
|
|
|
11 123 |
|
|
|
13 308 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11 968 |
|
|
|
12 309 |
|
Minority interests
|
|
|
|
|
|
|
92 |
|
|
|
205 |
|
|
|
|
|
|
|
|
|
|
|
Total equity
|
|
|
|
|
|
|
12 060 |
|
|
|
12 514 |
|
Non-current liabilities
|
|
|
25 |
|
|
|
|
|
|
|
|
|
Long-term interest-bearing liabilities
|
|
|
|
|
|
|
69 |
|
|
|
21 |
|
Deferred tax liabilities
|
|
|
26 |
|
|
|
205 |
|
|
|
151 |
|
Other long-term liabilities
|
|
|
|
|
|
|
122 |
|
|
|
96 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
396 |
|
|
|
268 |
|
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term borrowings
|
|
|
27 |
|
|
|
247 |
|
|
|
377 |
|
Accounts payable
|
|
|
|
|
|
|
3 732 |
|
|
|
3 494 |
|
Accrued expenses
|
|
|
28 |
|
|
|
3 796 |
|
|
|
3 320 |
|
Provisions
|
|
|
29 |
|
|
|
2 386 |
|
|
|
2 479 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10 161 |
|
|
|
9 670 |
|
Commitments and contingencies
|
|
|
31 |
|
|
|
|
|
|
|
|
|
Total shareholders equity and liabilities
|
|
|
|
|
|
|
22 617 |
|
|
|
22 452 |
|
|
|
|
|
|
|
|
|
|
|
See Notes to Consolidated Financial Statements.
F-5
Nokia Corporation and Subsidiaries
Consolidated Cash Flow Statements
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial year ended | |
|
|
|
|
December 31 | |
|
|
|
|
| |
|
|
Notes | |
|
2006 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
| |
|
|
|
|
EURm | |
|
EURm | |
|
EURm | |
Cash flow from operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit attributable to equity holders of the parent
|
|
|
|
|
|
|
4 306 |
|
|
|
3 616 |
|
|
|
3 192 |
|
|
Adjustments, total
|
|
|
34 |
|
|
|
1 857 |
|
|
|
1 774 |
|
|
|
2 059 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit attributable to equity holders of the parent before
change in net working capital
|
|
|
|
|
|
|
6 163 |
|
|
|
5 390 |
|
|
|
5 251 |
|
|
Change in net working capital
|
|
|
34 |
|
|
|
(793 |
) |
|
|
(366 |
) |
|
|
241 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash generated from operations
|
|
|
|
|
|
|
5 370 |
|
|
|
5 024 |
|
|
|
5 492 |
|
|
Interest received
|
|
|
|
|
|
|
235 |
|
|
|
353 |
|
|
|
204 |
|
|
Interest paid
|
|
|
|
|
|
|
(18 |
) |
|
|
(26 |
) |
|
|
(26 |
) |
|
Other financial income and expenses, net received
|
|
|
|
|
|
|
54 |
|
|
|
47 |
|
|
|
41 |
|
|
Income taxes paid
|
|
|
|
|
|
|
(1 163 |
) |
|
|
(1 254 |
) |
|
|
(1 368 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash from operating activities
|
|
|
|
|
|
|
4 478 |
|
|
|
4 144 |
|
|
|
4 343 |
|
Cash flow from investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of Group companies, net of acquired cash
|
|
|
|
|
|
|
(517 |
) |
|
|
(92 |
) |
|
|
|
|
Purchase of current available-for-sale investments, liquid assets
|
|
|
|
|
|
|
(3 219 |
) |
|
|
(7 277 |
) |
|
|
(10 318 |
) |
Purchase of non-current available-for-sale investments
|
|
|
|
|
|
|
(88 |
) |
|
|
(89 |
) |
|
|
(388 |
) |
Purchase of shares in associated companies
|
|
|
|
|
|
|
(15 |
) |
|
|
(16 |
) |
|
|
(109 |
) |
Additions to capitalized development costs
|
|
|
|
|
|
|
(127 |
) |
|
|
(153 |
) |
|
|
(101 |
) |
Long-term loans made to customers
|
|
|
|
|
|
|
(11 |
) |
|
|
(56 |
) |
|
|
|
|
Proceeds from repayment and sale of long-term loans receivable
|
|
|
|
|
|
|
56 |
|
|
|
|
|
|
|
368 |
|
Recovery of impaired long-term loans made to customers
|
|
|
|
|
|
|
276 |
|
|
|
|
|
|
|
|
|
Proceeds from (+)/ payment of (-) other long-term receivables
|
|
|
|
|
|
|
(3 |
) |
|
|
14 |
|
|
|
2 |
|
Proceeds from short-term loans receivable
|
|
|
|
|
|
|
199 |
|
|
|
182 |
|
|
|
66 |
|
Capital expenditures
|
|
|
|
|
|
|
(650 |
) |
|
|
(607 |
) |
|
|
(548 |
) |
Proceeds from disposal of shares in Group companies, net of
disposed cash
|
|
|
|
|
|
|
|
|
|
|
5 |
|
|
|
1 |
|
Proceeds from disposal of shares in associated companies
|
|
|
|
|
|
|
1 |
|
|
|
18 |
|
|
|
|
|
Proceeds from disposal of businesses
|
|
|
|
|
|
|
|
|
|
|
95 |
|
|
|
|
|
Proceeds from maturities and sale of current available-for-sale
investments, liquid assets
|
|
|
|
|
|
|
5 058 |
|
|
|
9 402 |
|
|
|
9 737 |
|
Proceeds from sale of current available-for-sale investments
|
|
|
|
|
|
|
|
|
|
|
247 |
|
|
|
587 |
|
Proceeds from sale of non-current available-for-sale investments
|
|
|
|
|
|
|
17 |
|
|
|
3 |
|
|
|
346 |
|
Proceeds from sale of fixed assets
|
|
|
|
|
|
|
29 |
|
|
|
167 |
|
|
|
6 |
|
Dividends received
|
|
|
|
|
|
|
|
|
|
|
1 |
|
|
|
22 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash from (used in) investing activities
|
|
|
|
|
|
|
1 006 |
|
|
|
1 844 |
|
|
|
(329 |
) |
See Notes to Consolidated Financial Statements.
F-6
Nokia Corporation and Subsidiaries
Consolidated Cash Flow Statements (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial year ended | |
|
|
|
|
December 31 | |
|
|
|
|
| |
|
|
Notes | |
|
2006 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
| |
|
|
|
|
EURm | |
|
EURm | |
|
EURm | |
Cash flow from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from stock option exercises
|
|
|
|
|
|
|
46 |
|
|
|
2 |
|
|
|
|
|
Purchase of treasury shares
|
|
|
|
|
|
|
(3 371 |
) |
|
|
(4 258 |
) |
|
|
(2 648 |
) |
Proceeds from long-term borrowings
|
|
|
|
|
|
|
56 |
|
|
|
5 |
|
|
|
1 |
|
Repayment of long-term borrowings
|
|
|
|
|
|
|
(7 |
) |
|
|
|
|
|
|
(3 |
) |
Proceeds from (+)/ repayment of (-) short-term borrowings
|
|
|
|
|
|
|
(137 |
) |
|
|
212 |
|
|
|
(255 |
) |
Dividends paid
|
|
|
|
|
|
|
(1 553 |
) |
|
|
(1 531 |
) |
|
|
(1 413 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities
|
|
|
|
|
|
|
(4 966 |
) |
|
|
(5 570 |
) |
|
|
(4 318 |
) |
Foreign exchange adjustment
|
|
|
|
|
|
|
(51 |
) |
|
|
183 |
|
|
|
(23 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (+)/ decrease (-) in cash and cash
equivalents
|
|
|
|
|
|
|
467 |
|
|
|
601 |
|
|
|
(327 |
) |
Cash and cash equivalents at beginning of period
|
|
|
|
|
|
|
3 058 |
|
|
|
2 457 |
|
|
|
2 784 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
|
|
|
|
|
3 525 |
|
|
|
3 058 |
|
|
|
2 457 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents comprise of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank and cash
|
|
|
|
|
|
|
1 479 |
|
|
|
1 565 |
|
|
|
1 090 |
|
|
Current available-for-sale investments, cash equivalents
|
|
|
16, 37 |
|
|
|
2 046 |
|
|
|
1 493 |
|
|
|
1 367 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3 525 |
|
|
|
3 058 |
|
|
|
2 457 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The figures in the consolidated cash flow statement cannot be
directly traced from the balance sheet without additional
information as a result of acquisitions and disposals of
subsidiaries and net foreign exchange differences arising on
consolidation.
See Notes to Consolidated Financial Statements.
F-7
Nokia Corporation and Subsidiaries
Consolidated Statements of Changes in Shareholders
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
value | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share | |
|
|
|
|
|
and | |
|
|
|
Before | |
|
|
|
|
|
|
Number of | |
|
Share | |
|
issue | |
|
Treasury | |
|
Translation | |
|
other | |
|
Retained | |
|
minority | |
|
Minority | |
|
|
|
|
shares | |
|
capital | |
|
premium | |
|
shares | |
|
differences | |
|
reserves | |
|
earnings(1) | |
|
interests | |
|
interests | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(000s) | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Group, EURm
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2004
|
|
|
4 700 268 |
|
|
|
288 |
|
|
|
2 313 |
|
|
|
(1 373 |
) |
|
|
(85 |
) |
|
|
80 |
|
|
|
14 079 |
|
|
|
15 302 |
|
|
|
164 |
|
|
|
15 466 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Translation differences
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(119 |
) |
|
|
|
|
|
|
|
|
|
|
(119 |
) |
|
|
(16 |
) |
|
|
(135 |
) |
|
Net investment hedge gains
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
78 |
|
|
|
|
|
|
|
|
|
|
|
78 |
|
|
|
|
|
|
|
78 |
|
|
Cash flow hedges, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1 |
) |
|
|
|
|
|
|
(1 |
) |
|
|
|
|
|
|
(1 |
) |
|
Available-for-sale investments, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(66 |
) |
|
|
|
|
|
|
(66 |
) |
|
|
|
|
|
|
(66 |
) |
|
Other decrease, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1 |
) |
|
|
(1 |
) |
|
|
(5 |
) |
|
|
(6 |
) |
|
Profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3 192 |
|
|
|
3 192 |
|
|
|
67 |
|
|
|
3 259 |
|
Total recognized income and expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(41 |
) |
|
|
(67 |
) |
|
|
3 191 |
|
|
|
3 083 |
|
|
|
46 |
|
|
|
3 129 |
|
|
Stock options exercised
|
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options exercised related to acquisitions
|
|
|
|
|
|
|
|
|
|
|
(8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8 |
) |
|
|
|
|
|
|
(8 |
) |
|
Share-based compensation
(2)
|
|
|
|
|
|
|
|
|
|
|
53 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
53 |
|
|
|
|
|
|
|
53 |
|
|
Acquisition of treasury shares
|
|
|
(214 120 |
) |
|
|
|
|
|
|
|
|
|
|
(2 661 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2 661 |
) |
|
|
|
|
|
|
(2 661 |
) |
|
Reissuance of treasury shares
|
|
|
788 |
|
|
|
|
|
|
|
|
|
|
|
14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14 |
|
|
|
|
|
|
|
14 |
|
|
Cancellation of treasury shares
|
|
|
|
|
|
|
(8 |
) |
|
|
8 |
|
|
|
1 998 |
|
|
|
|
|
|
|
|
|
|
|
(1 998 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1 398 |
) |
|
|
(1 398 |
) |
|
|
(42 |
) |
|
|
(1 440 |
) |
Total of other equity movements
|
|
|
|
|
|
|
(8 |
) |
|
|
53 |
|
|
|
(649 |
) |
|
|
|
|
|
|
|
|
|
|
(3 396 |
) |
|
|
(4 000 |
) |
|
|
(42 |
) |
|
|
(4 042 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31,
2004
|
|
|
4 486 941 |
|
|
|
280 |
|
|
|
2 366 |
|
|
|
(2 022 |
) |
|
|
(126 |
) |
|
|
13 |
|
|
|
13 874 |
|
|
|
14 385 |
|
|
|
168 |
|
|
|
14 553 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax benefit on stock options exercised
|
|
|
|
|
|
|
|
|
|
|
(2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2 |
) |
|
|
|
|
|
|
(2 |
) |
|
Translation differences
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
406 |
|
|
|
|
|
|
|
|
|
|
|
406 |
|
|
|
31 |
|
|
|
437 |
|
|
Net investment hedge losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(211 |
) |
|
|
|
|
|
|
|
|
|
|
(211 |
) |
|
|
|
|
|
|
(211 |
) |
|
Cash flow hedges, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(132 |
) |
|
|
|
|
|
|
(132 |
) |
|
|
|
|
|
|
(132 |
) |
|
Available-for-sale investments, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(57 |
) |
|
|
|
|
|
|
(57 |
) |
|
|
|
|
|
|
(57 |
) |
|
Other decrease, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(55 |
) |
|
|
(55 |
) |
|
|
1 |
|
|
|
(54 |
) |
|
Profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3 616 |
|
|
|
3 616 |
|
|
|
74 |
|
|
|
3 690 |
|
Total recognized income and expense
|
|
|
|
|
|
|
|
|
|
|
(2 |
) |
|
|
|
|
|
|
195 |
|
|
|
(189 |
) |
|
|
3 561 |
|
|
|
3 565 |
|
|
|
106 |
|
|
|
3 671 |
|
|
Stock options exercised
|
|
|
125 |
|
|
|
|
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2 |
|
|
|
|
|
|
|
2 |
|
|
Stock options exercised related to acquisitions
|
|
|
|
|
|
|
|
|
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1 |
) |
|
|
|
|
|
|
(1 |
) |
|
Share-based compensation
(2)
|
|
|
|
|
|
|
|
|
|
|
79 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
79 |
|
|
|
|
|
|
|
79 |
|
|
Acquisition of treasury shares
|
|
|
(315 174 |
) |
|
|
|
|
|
|
|
|
|
|
(4 268 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4 268 |
) |
|
|
|
|
|
|
(4 268 |
) |
|
Reissuance of treasury shares
|
|
|
484 |
|
|
|
|
|
|
|
|
|
|
|
10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10 |
|
|
|
|
|
|
|
10 |
|
|
Cancellation of treasury shares
|
|
|
|
|
|
|
(14 |
) |
|
|
14 |
|
|
|
2 664 |
|
|
|
|
|
|
|
|
|
|
|
(2 664 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1 463 |
) |
|
|
(1 463 |
) |
|
|
(69 |
) |
|
|
(1 532 |
) |
Total of other equity movements
|
|
|
|
|
|
|
(14 |
) |
|
|
94 |
|
|
|
(1 594 |
) |
|
|
|
|
|
|
|
|
|
|
(4 127 |
) |
|
|
(5 641 |
) |
|
|
(69 |
) |
|
|
(5 710 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31,
2005
|
|
|
4 172 376 |
|
|
|
266 |
|
|
|
2 458 |
|
|
|
(3 616 |
) |
|
|
69 |
|
|
|
(176 |
) |
|
|
13 308 |
|
|
|
12 309 |
|
|
|
205 |
|
|
|
12 514 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See Notes to Consolidated Financial Statements.
F-8
Nokia Corporation and Subsidiaries
Consolidated Statements of Changes in Shareholders
Equity (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
value | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share | |
|
|
|
|
|
and | |
|
|
|
Before | |
|
|
|
|
|
|
Number of | |
|
Share | |
|
issue | |
|
Treasury | |
|
Translation | |
|
other | |
|
Retained | |
|
minority | |
|
Minority | |
|
|
|
|
shares | |
|
capital | |
|
premium | |
|
shares | |
|
differences | |
|
reserves | |
|
earnings(1) | |
|
interests | |
|
interests | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(000s) | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31,
2005
|
|
|
4 172 376 |
|
|
|
266 |
|
|
|
2 458 |
|
|
|
(3 616 |
) |
|
|
69 |
|
|
|
(176 |
) |
|
|
13 308 |
|
|
|
12 309 |
|
|
|
205 |
|
|
|
12 514 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax benefit on stock options exercised
|
|
|
|
|
|
|
|
|
|
|
23 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23 |
|
|
|
|
|
|
|
23 |
|
|
Excess tax benefit on share-based compensation
|
|
|
|
|
|
|
|
|
|
|
14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14 |
|
|
|
|
|
|
|
14 |
|
|
Translation differences
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(141 |
) |
|
|
|
|
|
|
|
|
|
|
(141 |
) |
|
|
(13 |
) |
|
|
(154 |
) |
|
Net investment hedge gains; net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38 |
|
|
|
|
|
|
|
|
|
|
|
38 |
|
|
|
|
|
|
|
38 |
|
|
Cash flow hedges, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
171 |
|
|
|
|
|
|
|
171 |
|
|
|
|
|
|
|
171 |
|
|
Available-for-sale investments, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(9 |
) |
|
|
|
|
|
|
(9 |
) |
|
|
|
|
|
|
(9 |
) |
|
Other decrease, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(52 |
) |
|
|
(52 |
) |
|
|
(1 |
) |
|
|
(53 |
) |
|
Profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 306 |
|
|
|
4 306 |
|
|
|
60 |
|
|
|
4 366 |
|
Total recognized income and expense
|
|
|
|
|
|
|
|
|
|
|
37 |
|
|
|
|
|
|
|
(103 |
) |
|
|
162 |
|
|
|
4 254 |
|
|
|
4 350 |
|
|
|
46 |
|
|
|
4 396 |
|
|
Stock options exercised
|
|
|
3 046 |
|
|
|
0 |
|
|
|
43 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
43 |
|
|
|
|
|
|
|
43 |
|
|
Stock options exercised related to acquisitions
|
|
|
|
|
|
|
|
|
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1 |
) |
|
|
|
|
|
|
(1 |
) |
|
Share-based compensation
(2)
|
|
|
2 236 |
|
|
|
|
|
|
|
219 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
219 |
|
|
|
|
|
|
|
219 |
|
|
Settlement of performance shares
|
|
|
|
|
|
|
|
|
|
|
(69 |
) |
|
|
38 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(31 |
) |
|
|
|
|
|
|
(31 |
) |
|
Acquisition of treasury shares
|
|
|
(212 340 |
) |
|
|
|
|
|
|
|
|
|
|
(3 413 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3 413 |
) |
|
|
|
|
|
|
(3 413 |
) |
|
Reissuance of treasury shares
|
|
|
412 |
|
|
|
|
|
|
|
|
|
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
|
|
|
|
|
|
4 |
|
|
Cancellation of treasury shares
|
|
|
|
|
|
|
(20 |
) |
|
|
20 |
|
|
|
4 927 |
|
|
|
|
|
|
|
|
|
|
|
(4 927 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1 512 |
) |
|
|
(1 512 |
) |
|
|
(40 |
) |
|
|
(1 552 |
) |
|
Acquisition of minority interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(119 |
) |
|
|
(119 |
) |
Total of other equity movements
|
|
|
|
|
|
|
(20 |
) |
|
|
212 |
|
|
|
1 556 |
|
|
|
|
|
|
|
|
|
|
|
(6 439 |
) |
|
|
(4 691 |
) |
|
|
(159 |
) |
|
|
(4 850 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2006
|
|
|
3 965 730 |
|
|
|
246 |
|
|
|
2 707 |
|
|
|
(2 060 |
) |
|
|
(34 |
) |
|
|
(14 |
) |
|
|
11 123 |
|
|
|
11 968 |
|
|
|
92 |
|
|
|
12 060 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Opening retained earnings has been increased by
EUR 154 million for recognition of certain additional
items relating to periods prior to 2002. See Note 1 and
Note 26. |
|
(2) |
Share-based compensation is shown net of deferred compensation
recorded related to social security costs on share-based
payments. |
Dividends declared per share were EUR 0.43 for 2006 (EUR 0.37
for 2005 and EUR 0.33 for 2004), subject to shareholders
approval.
F-9
Notes to the Consolidated Financial Statements
Basis of presentation
The consolidated financial statements of Nokia Corporation
(Nokia or the Group), a Finnish public
limited liability company with domicile in Helsinki, in the
Republic of Finland, are prepared in accordance with
International Financial Reporting Standards (IFRS).
The consolidated financial statements are presented in millions
of euros (EURm), except as noted, and are prepared
under the historical cost convention, except as disclosed in the
accounting policies below. The notes to the consolidated
financial statements also conform with Finnish Accounting
legislation. On January 25, 2007, Nokias Board of
Directors authorized the financial statements for issuance.
Adoption of pronouncements under IFRS
In the current year, the Group has adopted all of the new and
revised standards, amendments and interpretations to existing
standards issued by the International Accounting Standards Board
(the IASB) that are relevant to its operations and effective for
accounting periods prospectively from January 1, 2006.
|
|
|
|
|
The Group adopted Amendment to IAS 19, Actuarial Gains and
Losses, Group Plans and Disclosures, which introduced the option
of an alternative recognition approach for actuarial gains and
losses. The Group did not adopt this alternative option. |
|
|
|
The Group adopted Amendment to IAS 39, Cash Flow Hedge
Accounting of Forecast Intragroup Transactions, where an entity
may designate intragroup transactions as hedged items if certain
criteria are fulfilled. |
|
|
|
The Group adopted Amendment to IAS 39, The Fair Value Option,
which restricts use of the fair value option for financial
instruments to certain circumstances. |
|
|
|
The Group adopted Amendments to IAS 39 and IFRS 4,
Financial Guarantee Contracts, in which all financial guarantee
contracts are initially recognized at fair value and
subsequently measured at the higher of either the amount
determined in accordance with IAS 37 or the amount initially
recognized less any cumulative amortization. |
|
|
|
The Group adopted IFRIC 4, Determining whether an
Arrangement contains a Lease, where if fulfillment of an
arrangement is dependent on the use of a specific asset and
conveys a right to use, the arrangement contains a lease. |
The adoption of each standard did not have any impact to the
Groups balance sheet, profit and loss or cash flows.
Change in method of quantifying misstatements
During the year, the Group changed its method of quantifying
misstatements. The Group previously quantified misstatements
based on the amount of the error originating in the current year
profit and loss account statement. The Group has now decided to
consider the effect of any misstatements based on both
(1) the amount of the misstatement originating in the
current year profit and loss account statement and (2) the
effects of correcting the misstatement existing in the balance
sheet at the end of the current year irrespective of the year in
which the misstatement originated.
As a result of this change, management has adjusted its
financial statements and previously reported deferred tax assets
and retained earnings have been increased by EUR
154 million for each period presented. Under the previous
method of quantifying misstatements these adjustments were
considered to be immaterial. These deferred tax assets relate to
certain of the Groups warranty and other provisions
recorded in periods prior to 2002, for which no corresponding
tax amounts were deferred.
F-10
Notes to the Consolidated Financial Statements (Continued)
1. Accounting principles (Continued)
Principles of consolidation
The consolidated financial statements include the accounts of
Nokias parent company (Parent Company), and
each of those companies over which the Group exercises control.
Control over an entity is presumed to exist when the Group owns,
directly or indirectly through subsidiaries, over 50% of the
voting rights of the entity, the Group has the power to govern
the operating and financial policies of the entity through
agreement or the Group has the power to appoint or remove the
majority of the members of the board of the entity. The
Groups share of profits and losses of associated companies
is included in the consolidated profit and loss account in
accordance with the equity method of accounting. An associated
company is an entity over which the Group exercises significant
influence. Significant influence is generally presumed to exist
when the Group owns, directly or indirectly through
subsidiaries, over 20% of the voting rights of the company.
All inter-company transactions are eliminated as part of the
consolidation process. Minority interests are presented
separately in arriving at the net profit and they are shown as a
component of shareholders equity in the consolidated
balance sheet.
Profits realized in connection with the sale of fixed assets
between the Group and associated companies are eliminated in
proportion to share ownership. Such profits are deducted from
the Groups equity and fixed assets and released in the
Group accounts over the same period as depreciation is charged.
The companies acquired during the financial periods presented
have been consolidated from the date on which control of the net
assets and operations was transferred to the Group. Similarly
the result of a Group company divested during an accounting
period is included in the Group accounts only to the date of
disposal.
Goodwill
The purchase method of accounting is used to account for
acquisitions of separate entities or businesses by the Group.
The cost of an acquisition is measured as the aggregate of the
fair values at the date of exchange of the assets given,
liabilities assumed or incurred, equity instruments issued and
costs directly attributable to the acquisition. Identifiable
assets, liabilities and contingent liabilities acquired or
assumed by the Group are measured separately at their fair value
as of the acquisition date. The excess of the cost of the
acquisition over the Groups interest in the fair value of
the identifiable net assets acquired is recorded as goodwill.
For the purposes of impairment testing, goodwill is allocated to
cash-generating units that are expected to benefit from the
synergies of the acquisition in which the goodwill arose. The
Group assesses the carrying value of goodwill annually or, more
frequently, if events or changes in circumstances indicate that
such carrying value may not be recoverable. If such indication
exists the recoverable amount is determined for the
cash-generating unit, to which goodwill belongs. This amount is
then compared to the carrying amount of the cash-generating unit
and an impairment loss is recognized if the recoverable amount
is less than the carrying amount. Impairment losses are
recognized immediately in the profit and loss account.
Foreign currency translation
Functional and presentation currency
The financial statements of all Group entities are measured
using the currency of the primary economic environment in which
the entity operates (functional currency). The consolidated
financial statements are presented in Euro, which is the
functional and presentation currency of the Parent Company.
F-11
Notes to the Consolidated Financial Statements (Continued)
1. Accounting principles (Continued)
Transactions in foreign currencies
Transactions in foreign currencies are recorded at the rates of
exchange prevailing at the dates of the individual transactions.
For practical reasons, a rate that approximates the actual rate
at the date of the transaction is often used. At the end of the
accounting period, the unsettled balances on foreign currency
receivables and liabilities are valued at the rates of exchange
prevailing at the year-end. Foreign exchange gains and losses
arising from balance sheet items, as well as fair value changes
in the related hedging instruments, are reported in Financial
Income and Expenses.
Foreign Group companies
In the consolidated accounts all income and expenses of foreign
subsidiaries are translated into euro at the average foreign
exchange rates for the accounting period. All assets and
liabilities of foreign Group companies are translated into euro
at the year-end foreign exchange rates with the exception of
goodwill arising on the acquisition of foreign companies prior
to the adoption of IAS 21 (revised 2004) on January 1,
2005, which is translated to euro at historical rates.
Differences resulting from the translation of income and
expenses at the average rate and assets and liabilities at the
closing rate are treated as an adjustment affecting consolidated
shareholders equity. On the disposal of all or part of a
foreign Group company by sale, liquidation, repayment of share
capital or abandonment, the cumulative amount or proportionate
share of the translation difference is recognized as income or
as expense in the same period in which the gain or loss on
disposal is recognized.
Fair valuing principles
Financial assets and liabilities
Under IAS 39(R), Financial Instruments: Recognition and
Measurement, the Group classifies its investments in marketable
debt and equity securities and investments in unlisted equity
securities into the following categories:
held-to-maturity, held
for trading, or available-for-sale depending on the purpose for
acquiring the investments as well as ongoing intentions. All
investments of the Group are currently classified as
available-for-sale. Available-for-sale investments are fair
valued by using quoted market rates, discounted cash flow
analyses or other appropriate valuation models at each balance
sheet date. Certain unlisted equities for which fair values
cannot be measured reliably are reported at cost less
impairment. All purchases and sales of investments are recorded
on the trade date, which is the date that the Group commits to
purchase or sell the asset.
The fair value changes of available-for-sale investments are
recognized in shareholders equity. When the investment is
disposed of, the related accumulated fair value changes are
released from shareholders equity and recognized in profit
or loss. The weighted average method is used when determining
the cost-basis of publicly listed equities being disposed of.
The First-in First-out (FIFO) method is used to determine the
cost basis of fixed income securities being disposed of. An
impairment is recorded when the carrying amount of an
available-for-sale investment is greater than the estimated fair
value and there is objective evidence that the asset is
impaired. The cumulative net loss relating to that investment is
removed from equity and recognized in the profit and loss
account for the period. If, in a subsequent period, the fair
value of the investment increases and the increase can be
objectively related to an event occurring after the loss was
recognized, the loss is reversed, with the amount of the
reversal recognized in the profit and loss account.
The fair values of other financial assets and financial
liabilities are assumed to approximate their carrying values,
due either to their short maturities or that their fair values
cannot be measured reliably.
F-12
Notes to the Consolidated Financial Statements (Continued)
1. Accounting principles (Continued)
Derivatives
Fair values of forward rate agreements, interest rate options,
futures contracts and exchange traded options are calculated
based on quoted market rates at each balance sheet date.
Discounted cash flow analyses are used to value interest rate
and currency swaps. Changes in the fair value of these contracts
are recognized in the profit and loss account.
Fair values of cash settled equity derivatives are calculated by
revaluing the contract at year-end quoted market rates. Changes
in fair value are recognized in the profit and loss account.
Forward foreign exchange contracts are valued at the market
forward exchange rates. Changes in fair value are measured by
comparing these rates with the original contract forward rate.
Currency options are valued at each balance sheet date by using
the Garman & Kohlhagen option valuation model. Changes
in the fair value on these instruments are recognized in the
profit and loss account except to the extent they qualify for
hedge accounting.
Embedded derivatives are identified and monitored by the Group
and fair valued as at each balance sheet date. In assessing the
fair value of embedded derivatives, the Group employs a variety
of methods including option pricing models and discounted cash
flow analysis using assumptions that are based on market
conditions existing at each balance sheet date. The fair value
changes are recognized in the profit and loss account.
Hedge accounting
Hedging of anticipated foreign currency denominated sales and
purchases
The Group applies hedge accounting for Qualifying
hedges. Qualifying hedges are those properly documented
cash flow hedges of the foreign exchange rate risk of future
anticipated foreign currency denominated sales and purchases
that meet the requirements set out in IAS 39(R). The cash flow
being hedged must be highly probable and must
present an exposure to variations in cash flows that could
ultimately affect profit or loss. The hedge must be highly
effective both prospectively and retrospectively.
The Group claims hedge accounting in respect of certain forward
foreign exchange contracts and options, or option strategies,
which have zero net premium or a net premium paid, and where the
critical terms of the bought and sold options within a collar or
zero premium structure are the same and where the nominal amount
of the sold option component is no greater than that of the
bought option.
For qualifying foreign exchange forwards the change in fair
value that reflects the change in spot exchange rates is
deferred in shareholders equity to the extent that the
hedge is effective. For qualifying foreign exchange options, or
option strategies, the change in intrinsic value is deferred in
shareholders equity to the extent that the hedge is
effective. In all cases the ineffective portion is recognized
immediately in the profit and loss account. Hedging costs,
either expressed as the change in fair value that reflects the
change in forward exchange rates less the change in spot
exchange rates for forward foreign exchange contracts, or
changes in the time value for options, or options strategies,
are recognized within other operating income or expenses.
Accumulated fair value changes from qualifying hedges are
released from shareholders equity into the profit and loss
account as adjustments to sales and cost of sales, in the period
when the hedged cash flow affects the profit and loss account.
If the hedged cash flow is no longer expected to take place, all
deferred gains or losses are released immediately into the
profit and loss account as
F-13
Notes to the Consolidated Financial Statements (Continued)
1. Accounting principles (Continued)
adjustments to sales and cost of sales. If the hedged cash flow
ceases to be highly probable, but is
still expected to take place, accumulated gains and losses
remain in equity until the hedged cash flow affects the profit
and loss account.
Changes in the fair value of any derivative instruments that do
not qualify for hedge accounting under IAS 39(R) are recognized
immediately in the profit and loss account. The fair value
changes of derivative instruments that directly relate to normal
business operations are recognized within other operating income
and expenses. The fair value changes from all other derivative
instruments are recognized in financial income and expenses.
Foreign currency hedging of net investments
The Group also applies hedge accounting for its foreign currency
hedging on net investments. Qualifying hedges are those properly
documented hedges of the foreign exchange rate risk of foreign
currency-denominated net investments that meet the requirements
set out in IAS 39(R). The hedge must be effective both
prospectively and retrospectively.
The Group claims hedge accounting in respect of forward foreign
exchange contracts, foreign currency-denominated loans, and
options, or option strategies, which have zero net premium or a
net premium paid, and where the terms of the bought and sold
options within a collar or zero premium structure are the same.
For qualifying foreign exchange forwards, the change in fair
value that reflects the change in spot exchange rates is
deferred in shareholders equity. The change in fair value
that reflects the change in forward exchange rates less the
change in spot exchange rates is recognized in the profit and
loss account within financial income and expenses. For
qualifying foreign exchange options the change in intrinsic
value is deferred in shareholders equity. Changes in the
time value are at all times recognized directly in the profit
and loss account as financial income and expenses. If a foreign
currency-denominated loan is used as a hedge, all foreign
exchange gains and losses arising from the transaction are
recognized in shareholders equity.
Accumulated fair value changes from qualifying hedges are
released from shareholders equity into the profit and loss
account only if the legal entity in the given country is sold,
liquidated, repays its share capital or is abandoned.
Revenue recognition
Sales from the majority of the Group are recognized when
persuasive evidence of an arrangement exists, delivery has
occurred, the fee is fixed or determinable, collectibility is
probable and the significant risks and rewards of ownership have
transferred to the buyer. An immaterial part of the revenue from
products sold through distribution channels is recognized when
the reseller or distributor sells the products to the end users.
The Group records reductions to revenue for special pricing
agreements, price protection and other volume based discounts.
Service revenue is generally recognized on a straight line basis
over the specified period unless there is evidence that some
other method better represents the stage of completion. Except
for separately licensed software solutions and certain
Networks equipment, the Group generally considers the
software content of their products or services to be incidental
to the products or services as a whole.
In addition, sales and cost of sales from contracts involving
solutions achieved through modification of complex
telecommunications equipment are recognized using the percentage
of completion method when the outcome of the contract can be
estimated reliably. A contracts outcome can be estimated
reliably when total contract revenue and the costs to complete
the contract can be
F-14
Notes to the Consolidated Financial Statements (Continued)
1. Accounting principles (Continued)
estimated reliably, it is probable that the economic benefits
associated with the contract will flow to the Group and the
stage of contract completion can be measured reliably. When the
Group is not
able to meet those conditions, the policy is to recognize
revenues only equal to costs incurred to date, to the extent
that such costs are expected to be recovered.
Completion is measured by reference to cost incurred to date as
a percentage of estimated total project costs, the
cost-to-cost method.
The percentage of completion method relies on estimates of total
expected contract revenue and costs, as well as dependable
measurement of the progress made towards completing a particular
project. Recognized revenues and profits are subject to
revisions during the project in the event that the assumptions
regarding the overall project outcome are revised. The
cumulative impact of a revision in estimates is recorded in the
period such revisions become likely and estimable. Losses on
projects in progress are recognized in the period they become
probable and estimable.
The Groups customer contracts may include the provision of
separately identifiable components of a single transaction, for
example the construction of a network solution and subsequent
network maintenance services or post-contract customer support
on software solutions. Accordingly, for these arrangements,
revenue recognition requires proper identification of the
components of the transaction and evaluation of their commercial
effect in order to reflect the substance of the transaction. If
the components are considered separable, revenue is allocated
across the identifiable components based upon relative fair
values.
All the Groups material revenue streams are recorded
according to the above policies.
Shipping and handling costs
The costs of shipping and distributing products are included in
cost of sales.
Research and development
Research and development costs are expensed as they are
incurred, except for certain development costs, which are
capitalized when it is probable that a development project will
generate future economic benefits, and certain criteria,
including commercial and technological feasibility, have been
met. Capitalized development costs, comprising direct labor and
related overhead, are amortized on a systematic basis over their
expected useful lives between two and five years.
Capitalized development costs are subject to regular assessments
of recoverability based on anticipated future revenues,
including the impact of changes in technology. Unamortized
capitalized development costs determined to be in excess of
their recoverable amounts are expensed immediately.
Other intangible assets
Expenditures on acquired patents, trademarks and licenses are
capitalized and amortized using the straight-line method over
their useful lives, generally 3 to 5 years, but not
exceeding 20 years. Where an indication of impairment
exists, the carrying amount of any intangible asset is assessed
and written down to its recoverable amount. Costs of software
licenses associated with internal-use software are capitalized.
These costs are included within other intangible assets and are
amortized over a period not to exceed three years.
F-15
Notes to the Consolidated Financial Statements (Continued)
1. Accounting principles (Continued)
Pensions
The Group companies have various pension schemes in accordance
with the local conditions and practices in the countries in
which they operate. The schemes are generally funded through
payments to insurance companies or to trustee-administered funds
as determined by periodic actuarial calculations.
The Groups contributions to defined contribution plans and
to multi-employer and insured plans are recognized in the profit
and loss account in the period to which the contributions relate.
For defined benefit plans, principally the reserved portion of
the Finnish TEL system, pension costs are assessed using the
projected unit credit method: the cost of providing pensions is
recognized in the profit and loss account so as to spread the
service cost over the service lives of employees. The pension
obligation is measured as the present value of the estimated
future cash outflows using interest rates on high quality
corporate bonds with appropriate maturities. Actuarial gains and
losses outside the corridor are recognized over the average
remaining service lives of employees. The corridor is defined as
ten percent of the greater of the value of plan assets or
defined benefit obligation at the beginning of the respective
year.
Past service costs are recognized immediately in income, unless
the changes to the pension plan are conditional on the employees
remaining in service for a specified period of time (the vesting
period). In this case, the past service costs are amortized on a
straight-line basis over the vesting period.
Property, plant and equipment
Property, plant and equipment are stated at cost less
accumulated depreciation. Depreciation is recorded on a
straight-line basis over the expected useful lives of the assets
as follows:
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Buildings and constructions
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20 - 33 years |
Production machinery, measuring and test equipment
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1 - 3 years |
Other machinery and equipment
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3 - 10 years |
Land and water areas are not depreciated.
Maintenance, repairs and renewals are generally charged to
expense during the financial period in which they are incurred.
However, major renovations are capitalized and included in the
carrying amount of the asset when it is probable that future
economic benefits in excess of the originally assessed standard
of performance of the existing asset will flow to the Group.
Major renovations are depreciated over the remaining useful life
of the related asset. Leasehold improvements are depreciated
over the shorter of the lease term or useful life.
Gains and losses on the disposal of fixed assets are included in
operating profit/loss.
Leases
The Group has entered into various operating leases, the
payments under which are treated as rentals and recognized in
the profit and loss account on a straight-line basis over the
lease terms.
Inventories
Inventories are stated at the lower of cost or net realizable
value. Cost is determined using standard cost, which
approximates actual cost on a FIFO basis. Net realizable
value is the amount that can be realized from the sale of the
inventory in the normal course of business after allowing for
the costs of realization.
F-16
Notes to the Consolidated Financial Statements (Continued)
1. Accounting principles (Continued)
In addition to the cost of materials and direct labor, an
appropriate proportion of production overhead is included in the
inventory values.
An allowance is recorded for excess inventory and obsolescence
based on the lower of cost or net realizable value.
Accounts receivable
Accounts receivable are carried at the original amount invoiced
to customers, which is considered to be fair value, less
allowances for doubtful accounts based on a periodic review of
all outstanding amounts including an analysis of historical bad
debt, customer concentrations, customer creditworthiness,
current economic trends and changes in our customer payment
terms. Bad debts are written off when identified.
Cash and cash equivalents
Bank and cash consist of cash at bank and in hand. Cash
equivalents consist of highly liquid
available-for-sale
investments purchased with remaining maturities at the date of
acquisition of three months or less.
Short-term investments
The Group considers all highly liquid marketable securities
purchased with maturity at acquisition of more than three months
as short-term investments. They are included in current
available-for-sale investments, liquid assets, in the balance
sheet.
Borrowings
Borrowings are classified as loans and are recognized initially
at an amount equal to the proceeds received, net of transaction
costs incurred. In subsequent periods, they are stated at
amortized cost using the effective interest method; any
difference between proceeds (net of transaction costs) and the
redemption value is recognized in profit or loss over the period
of the borrowings.
Loans to customers
Loans to customers are recorded at amortized cost. Loans are
subject to regular and thorough review as to their
collectibility and as to available collateral; in the event that
any loan is deemed not fully recoverable, a provision is made to
reflect the shortfall between the carrying amount and the
present value of the expected cash flows. Interest income on
loans to customers is accrued monthly on the principal
outstanding at the market rate on the date of financing and is
included in other operating income.
Income taxes
Current taxes are based on the results of the Group companies
and are calculated according to local tax rules.
Deferred tax assets and liabilities are determined, using the
liability method, for all temporary differences arising between
the tax bases of assets and liabilities and their carrying
amounts in the consolidated financial statements. The enacted or
substantially enacted tax rates as of each balance sheet date
that are expected to apply in the period when the asset is
realized or the liability is settled are used in the measurement
of deferred tax assets and liabilities.
F-17
Notes to the Consolidated Financial Statements (Continued)
1. Accounting principles (Continued)
The principal temporary differences arise from intercompany
profit in inventory, warranty and other provisions, untaxed
reserves and tax losses carried forward. Deferred tax assets are
recognized to the extent that it is probable that future taxable
profit will be available against which the unused tax losses can
be utilized. Deferred tax liabilities are recognized for
temporary differences that arise between the fair value and tax
base of identifiable net assets acquired in business
combinations.
Provisions
Provisions are recognized when the Group has a present legal or
constructive obligation as a result of past events, it is
probable that an outflow of resources will be required to settle
the obligation and a reliable estimate of the amount can be
made. Where the Group expects a provision to be reimbursed, the
reimbursement is recognized as an asset only when the
reimbursement is virtually certain.
The Group recognizes the estimated liability to repair or
replace products still under warranty at each balance sheet
date. The provision is calculated based on historical experience
of the level of repairs and replacements.
The Group recognizes the estimated liability for non-cancellable
purchase commitments for inventory in excess of forecasted
requirements at each balance sheet date.
The Group recognizes a provision for the estimated future
settlements related to asserted and unasserted Intellectual
Property Rights (IPR) infringements, based on the probable
outcome of each case as of each balance sheet date.
The Group recognizes a provision for pension and other social
costs on unvested equity instruments based upon local statutory
law. In accordance with the requirements applying to
cash-settled share-based payment transactions, this provision is
measured at fair value and remeasurement of the fair value of
the provision is recognized in profit or loss for the period.
The Group recognizes a provision for tax contingencies based
upon the estimated future settlement amount at each balance
sheet date.
Share-based compensation
The Group offers three types of equity settled share-based
compensation schemes for employees: stock options, performance
shares and restricted shares. Employee services received, and
the corresponding increase in equity, are measured by reference
to the fair value of the equity instruments as of the date of
grant, excluding the impact of any non-market vesting
conditions. Non-market vesting conditions attached to the
performance shares are included in assumptions about the number
of shares that the employee will ultimately receive. On a
regular basis, the Group reviews the assumptions made and, where
necessary, revises its estimates of the number of performance
shares that are expected to be settled. Share-based compensation
is recognized as an expense in the profit and loss account over
the service period. When stock options are exercised, the
proceeds received net of any transaction costs are credited to
share capital (nominal value) and share premium.
Treasury shares
The Group recognizes acquired treasury shares as a deduction
from equity at their acquisition cost. When cancelled, the
acquisition cost of treasury shares is recognized in retained
earnings and the par value of the corresponding share capital is
recognized in share issue premium.
Dividends
Dividends proposed by the Board of Directors are not recorded in
the financial statements until they have been approved by the
shareholders at the Annual General Meeting.
F-18
Notes to the Consolidated Financial Statements (Continued)
1. Accounting principles (Continued)
Earnings per share
The Group calculates both basic and diluted earnings per share
in accordance with IAS 33, Earnings per share,
(IAS 33). Under IAS 33, basic earnings per share is
computed using the weighted average number of shares outstanding
during the period. Diluted earnings per share is computed using
the weighted average number of shares outstanding during the
period plus the dilutive effect of stock options, restricted
shares and performance shares outstanding during the period.
Use of estimates
The preparation of financial statements in conformity with IFRS
requires the application of judgment by management in selecting
appropriate assumptions for calculating financial estimates,
which inherently contain some degree of uncertainty. Management
bases its estimates on historical experience and various other
assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis for making
judgments about the reported carrying values of assets and
liabilities and the reported amounts of revenues and expenses
that may not be readily apparent from other sources. Actual
results may differ from these estimates under different
assumptions or conditions.
Set forth below are areas requiring significant judgment and
estimation that may have an impact on reported results and the
financial position.
Revenue recognition
Sales from the majority of the Group are recognized when
persuasive evidence of an arrangement exists, delivery has
occurred, the fee is fixed or determinable, collectibility is
probable and the significant risks and rewards of ownership have
transferred to the buyer. Current sales may materially change if
managements assessment of such criteria was determined to
be inaccurate.
Revenue from contracts involving solutions achieved through
modification of complex telecommunications equipment is
recognized on the percentage of completion basis when the
outcome of the contract can be estimated reliably. Recognized
revenues and profits are subject to revisions during the project
in the event that the assumptions regarding the overall project
outcome are revised. Current sales and profit estimates for
projects may materially change due to the early stage of a
long-term project, new technology, changes in the project scope,
changes in costs, changes in timing, changes in customers
plans, realization of penalties, and other corresponding factors.
Customer financing
The Group has provided a limited amount of customer financing
and agreed extended payment terms with selected customers.
Should the actual financial position of the customers or general
economic conditions differ from assumptions, the ultimate
collectibility of such financings and trade credits may be
required to be re-assessed, which could result in a write-off of
these balances and thus negatively impact profits in future
periods.
Allowances for doubtful accounts
The Group maintains allowances for doubtful accounts for
estimated losses resulting from the subsequent inability of
customers to make required payments. If the financial conditions
of customers were to deteriorate, resulting in an impairment of
their ability to make payments, additional allowances may be
required in future periods.
F-19
Notes to the Consolidated Financial Statements (Continued)
1. Accounting principles (Continued)
Inventory-related allowances
The Group periodically reviews inventory for excess amounts,
obsolescence and declines in market value below cost and records
an allowance against the inventory balance for any such
declines. These reviews require management to estimate future
demand for products. Possible changes in these estimates could
result in revisions to the valuation of inventory in future
periods.
Warranty provisions
The Group provides for the estimated cost of product warranties
at the time revenue is recognized. The Groups warranty
provision is established based upon best estimates of the
amounts necessary to settle future and existing claims on
products sold as of each balance sheet date. As new products
incorporating complex technologies are continuously introduced,
and as local laws, regulations and practices may change, changes
in these estimates could result in additional allowances or
changes to recorded allowances being required in future periods.
Provision for intellectual property rights, or IPR,
infringements
The Group provides for the estimated future settlements related
to asserted and unasserted IPR infringements based on the
probable outcome of potential infringement. IPR infringement
claims can last for varying periods of time, resulting in
irregular movements in the IPR infringement provision. The
ultimate outcome or actual cost of settling an individual
infringement may materially vary from estimates.
Legal contingencies
Legal proceedings covering a wide range of matters are pending
or threatened in various jurisdictions against the Group.
Provisions are recorded for pending litigation when it is
determined that an unfavorable outcome is probable and the
amount of loss can be reasonably estimated. Due to the inherent
uncertain nature of litigation, the ultimate outcome or actual
cost of settlement may materially vary from estimates.
Capitalized development costs
The Group capitalizes certain development costs when it is
probable that a development project will generate future
economic benefits and certain criteria, including commercial and
technological feasibility, have been met. Should a product fail
to substantiate its estimated feasibility or life cycle,
material development costs may be required to be written-off in
future periods.
Valuation of long-lived and intangible assets and goodwill
The Group assesses the carrying value of identifiable intangible
assets, long-lived assets and goodwill annually, or more
frequently if events or changes in circumstances indicate that
such carrying value may not be recoverable. Factors that trigger
an impairment review include underperformance relative to
historical or projected future results, significant changes in
the manner of the use of the acquired assets or the strategy for
the overall business and significant negative industry or
economic trends. The most significant variables in determining
cash flows are discount rates, terminal values, the number of
years on which to base the cash flow projections, as well as the
assumptions and estimates used to determine the cash inflows and
outflows. Amounts estimated could differ materially from what
will actually occur in the future.
F-20
Notes to the Consolidated Financial Statements (Continued)
1. Accounting principles (Continued)
Fair value of derivatives and other financial instruments
The fair value of financial instruments that are not traded in
an active market (for example, unlisted equities, currency
options and embedded derivatives) are determined using various
valuation techniques. The Group uses judgment to select an
appropriate valuation methodology as well as underlying
assumptions based on existing market practice and conditions.
Changes in these assumptions may cause the Group to recognize
impairments or losses in future periods.
Income taxes
Management judgment is required in determining provisions for
income taxes, deferred tax assets and liabilities and the extent
to which deferred tax assets can be recognized. If the final
outcome of these matters differs from the amounts initially
recorded, differences will impact the income tax and deferred
tax provisions in the period in which such determination is made.
Pensions
The determination of pension benefit obligation and expense for
defined benefit pension plans is dependent on the selection of
certain assumptions used by actuaries in calculating such
amounts. Those assumptions include, among others, the discount
rate, expected long-term rate of return on plan assets and
annual rate of increase in future compensation levels. A portion
of plan assets is invested in equity securities which are
subject to equity market volatility. Changes in assumptions and
actuarial conditions may materially affect the pension
obligation and future expense.
Share-based compensation
The Group operates various types of equity settled share-based
compensation schemes for employees. Fair value of stock options
is based on certain assumptions, including, among others,
expected volatility and expected life of the options. Non-market
vesting conditions attached to performance shares are included
in assumptions about the number of shares that the employee will
ultimately receive relating to projections of net sales and
earnings per share. Significant differences in equity market
performance, employee option activity and the Groups
projected and actual net sales and earnings per share
performance, may materially affect future expense.
New accounting pronouncements under IFRS
The Group will adopt the following new and revised standards,
amendments and interpretations to existing standards issued by
the IASB that are expected to be relevant to its operations:
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IFRIC 8, Scope of IFRS 2, requires consideration of transactions
involving the issuance of equity instruments where the
identifiable consideration received is less than the fair value
of the equity instruments issued to establish whether or not
they fall within the scope of IFRS 2. The Group will apply IFRIC
8 from annual periods beginning January 1, 2007, but it is
not expected to have any impact on the Groups accounts. |
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IFRIC 9, Reassessment of Embedded Derivatives, requires an
entity to assess whether an embedded derivative is required to
be separated from the host contract and accounted for as a
derivative when the entity first becomes a party to the
contract. The Group will apply IFRIC 9 from January 1,
2007, but it is not expected to have a material impact on the
Groups accounts; |
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IAS 1 (Amendment), Presentation of Financial Statements: Capital
Disclosures, requires qualitative and quantitative disclosures
to enable users to evaluate an entitys objectives,
policies and processes for managing capital. The Group will
adopt IAS 1 on January 1, 2007 and does not expect the
adoption of this amendment to have a material impact on the
disclosures. |
F-21
Notes to the Consolidated Financial Statements (Continued)
1. Accounting principles (Continued)
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IFRS 7, Financial Instruments: Disclosures, includes a
comprehensive set of qualitative and quantitative disclosures on
risk exposures from all financial instruments. The Group will
adopt IFRS 7 on January 1, 2007 and does not expect the
adoption of this standard to have a material impact on the
disclosures. |
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IFRS 8, Operating Segments requires that segments are identified
and reported based on a risk and return analysis. Under IFRS 8,
segments are components of an entity regularly reviewed by an
entitys chief operating decision-maker. Given the delayed
implementation date for this standard, it has not been
practicable to evaluate the impact of this standard. |
2. Segment information
Nokia is organized on a worldwide basis into four primary
business segments: Mobile Phones, Multimedia, Enterprise
Solutions and Networks. Nokias reportable segments
represent the strategic business units that offer different
products and services for which monthly financial information is
provided to the Board.
Mobile Phones connects people by providing expanding mobile
voice and data capabilities across a wide range of mobile
devices.
Multimedia gives people the ability to create, access,
experience and share multimedia in the form of advanced mobile
multimedia computers and applications with connectivity over
multiple technology standards.
Enterprise Solutions offers businesses and institutions a broad
range of products and solutions, including
enterprise-grade mobile
devices, underlying security infrastructure, software and
services.
Networks provides network infrastructure, communications and
networks service platforms, as well as professional services to
operators and service providers.
In addition to the four business groups, the Groups
organization has two horizontal units to support the mobile
device business groups, increase operational efficiency and
competitiveness, and to take advantage of economies of scale:
Customer and Market Operations and Technology Platforms. The
horizontal groups are not separate reporting entities, but their
costs are carried mainly by the mobile device business groups,
which comprises of Mobile Phones, Multimedia and Enterprise
Solutions, with the balance included in Common Group Functions.
The costs and revenues as well as assets and liabilities of the
horizontal groups are allocated to the mobile device business
groups on a symmetrical basis; with amounts not allocated
included in Common Group Functions. Common Group Functions
comprising of common research and general Group functions.
The accounting policies of the segments are the same as those
described in Note 1. Nokia accounts for intersegment
revenues and transfers as if the revenues or transfers were to
third parties, that is, at current market prices. Nokia
evaluates the performance of its segments and allocates
resources to them based on operating profit.
F-22
Notes to the Consolidated Financial Statements (Continued)
2. Segment information (Continued)
No single customer represents 10% or more of the Group revenues.
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tions | |
|
Group | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
2006 |
|
EURm | |
|
EURm | |
|
EURm | |
|
EURm | |
|
EURm | |
|
EURm | |
|
EURm | |
|
EURm | |
Profit and Loss Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales to external customers
|
|
|
24 769 |
|
|
|
7 877 |
|
|
|
1 015 |
|
|
|
7 453 |
|
|
|
41 114 |
|
|
|
7 |
|
|
|
|
|
|
|
41 121 |
|
|
Net sales to other segments
|
|
|
|
|
|
|
|
|
|
|
16 |
|
|
|
|
|
|
|
16 |
|
|
|
(7 |
) |
|
|
(9 |
) |
|
|
|
|
|
Depreciation and amortization
|
|
|
279 |
|
|
|
99 |
|
|
|
36 |
|
|
|
203 |
|
|
|
617 |
|
|
|
95 |
|
|
|
|
|
|
|
712 |
|
|
Impairment and customer finance charges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
51 |
|
|
|
|
|
|
|
51 |
|
|
Operating
profit/(loss)(1)
|
|
|
4 100 |
|
|
|
1 319 |
|
|
|
(258 |
) |
|
|
808 |
|
|
|
5 969 |
|
|
|
(481 |
) |
|
|
|
|
|
|
5 488 |
|
|
Share of results of associated companies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28 |
|
|
|
|
|
|
|
28 |
|
Balance Sheet Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital
expenditures(2)
|
|
|
244 |
|
|
|
73 |
|
|
|
30 |
|
|
|
126 |
|
|
|
473 |
|
|
|
177 |
|
|
|
|
|
|
|
650 |
|
|
Segment
assets(3)
of which:
|
|
|
4 921 |
|
|
|
1 474 |
|
|
|
604 |
|
|
|
3 746 |
|
|
|
10 745 |
|
|
|
1 190 |
|
|
|
(31 |
) |
|
|
11 904 |
|
|
|
Investments in associated companies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
224 |
|
|
|
|
|
|
|
224 |
|
|
Unallocated
assets(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10 713 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22 617 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment
liabilities(5)
|
|
|
5 140 |
|
|
|
1 622 |
|
|
|
395 |
|
|
|
1 703 |
|
|
|
8 860 |
|
|
|
337 |
|
|
|
(333 |
) |
|
|
8 864 |
|
|
Unallocated
liabilities(6)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 693 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10 557 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total | |
|
Common | |
|
|
|
|
|
|
Mobile | |
|
|
|
Enterprise | |
|
|
|
reportable | |
|
Group | |
|
Elimina- | |
|
|
|
|
Phones | |
|
Multimedia | |
|
Solutions | |
|
Networks | |
|
segments | |
|
Functions | |
|
tions | |
|
Group | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
2005 |
|
EURm | |
|
EURm | |
|
EURm | |
|
EURm | |
|
EURm | |
|
EURm | |
|
EURm | |
|
EURm | |
Profit and Loss Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales to external customers
|
|
|
20 811 |
|
|
|
5 979 |
|
|
|
839 |
|
|
|
6 556 |
|
|
|
34 185 |
|
|
|
6 |
|
|
|
|
|
|
|
34 191 |
|
|
Net sales to other segments
|
|
|
|
|
|
|
2 |
|
|
|
22 |
|
|
|
1 |
|
|
|
25 |
|
|
|
(6 |
) |
|
|
(19 |
) |
|
|
|
|
|
Depreciation and amortization
|
|
|
247 |
|
|
|
83 |
|
|
|
22 |
|
|
|
241 |
|
|
|
593 |
|
|
|
119 |
|
|
|
|
|
|
|
712 |
|
|
|
Impairment and customer finance charges
|
|
|
|
|
|
|
36 |
|
|
|
|
|
|
|
|
|
|
|
36 |
|
|
|
30 |
|
|
|
|
|
|
|
66 |
|
|
Operating profit/(loss)
|
|
|
3 598 |
|
|
|
836 |
|
|
|
(258 |
) |
|
|
855 |
|
|
|
5 031 |
|
|
|
(392 |
) |
|
|
|
|
|
|
4 639 |
|
|
Share of results of associated companies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10 |
|
|
|
|
|
|
|
10 |
|
Balance Sheet Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital
expenditures(2)
|
|
|
273 |
|
|
|
77 |
|
|
|
24 |
|
|
|
102 |
|
|
|
476 |
|
|
|
131 |
|
|
|
|
|
|
|
607 |
|
|
Segment
assets(3)
of which:
|
|
|
4 355 |
|
|
|
1 374 |
|
|
|
202 |
|
|
|
3 437 |
|
|
|
9 368 |
|
|
|
1 135 |
|
|
|
(53 |
) |
|
|
10 450 |
|
|
|
Investments in associated companies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
193 |
|
|
|
|
|
|
|
193 |
|
|
Unallocated
assets(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12 002 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22 452 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment
liabilities(5)
|
|
|
4 772 |
|
|
|
1 505 |
|
|
|
315 |
|
|
|
1 607 |
|
|
|
8 199 |
|
|
|
241 |
|
|
|
(156 |
) |
|
|
8 284 |
|
|
Unallocated
liabilities(6)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 654 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9 938 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-23
Notes to the Consolidated Financial Statements (Continued)
2. Segment information (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total | |
|
Common | |
|
|
|
|
|
|
Mobile | |
|
|
|
Enterprise | |
|
|
|
reportable | |
|
Group | |
|
Elimina- | |
|
|
|
|
Phones | |
|
Multimedia | |
|
Solutions | |
|
Networks | |
|
segments | |
|
Functions | |
|
tions | |
|
Group | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
2004 |
|
EURm | |
|
EURm | |
|
EURm | |
|
EURm | |
|
EURm | |
|
EURm | |
|
EURm | |
|
EURm | |
Profit and Loss Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales to external customers
|
|
|
18 443 |
|
|
|
3 653 |
|
|
|
815 |
|
|
|
6 431 |
|
|
|
29 342 |
|
|
|
29 |
|
|
|
|
|
|
|
29 371 |
|
|
Net sales to other segments
|
|
|
78 |
|
|
|
23 |
|
|
|
24 |
|
|
|
|
|
|
|
125 |
|
|
|
(29 |
) |
|
|
(96 |
) |
|
|
|
|
|
Depreciation and amortization
|
|
|
306 |
|
|
|
77 |
|
|
|
23 |
|
|
|
314 |
|
|
|
720 |
|
|
|
148 |
|
|
|
|
|
|
|
868 |
|
|
Impairment and customer finance charges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
115 |
|
|
|
115 |
|
|
|
11 |
|
|
|
|
|
|
|
126 |
|
|
Operating profit/(loss)
|
|
|
3 786 |
|
|
|
175 |
|
|
|
(210 |
) |
|
|
884 |
|
|
|
4 635 |
|
|
|
(309 |
) |
|
|
|
|
|
|
4 326 |
|
|
Share of results of associated companies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(26 |
) |
|
|
|
|
|
|
(26 |
) |
|
|
(1) |
Networks operating profit includes a gain of
EUR 276 million relating to a partial recovery of a
previously impaired financing arrangement with Telsim. |
|
(2) |
Including goodwill and capitalized development costs, capital
expenditures in 2006 amount to EUR 1 240 million (EUR
760 million in 2005). The goodwill and capitalized
development costs consist of EUR 60 million in 2006 (EUR
31 million in 2005) for Mobile Phones,
EUR 171 million in 2006 (EUR 16 million in
2005) for Multimedia, EUR 271 million in 2006
(EUR 5 million in 2005) for Enterprise Solutions,
EUR 88 million in 2006 (EUR 93 million in
2005) for Networks and EUR 0 million in 2006
(EUR 8 million in 2005) for Common Group Functions. |
|
(3) |
Comprises intangible assets, property, plant and equipment,
investments, inventories and accounts receivable as well as
prepaid expenses and accrued income except those related to
interest and taxes. |
|
(4) |
Unallocated assets include cash and other liquid assets,
available-for-sale
investments, long-term loans receivable and other financial
assets as well as interest and tax related prepaid expenses,
accrued income and deferred tax assets. Tax related prepaid
expenses and accrued income, and deferred tax assets amount to
EUR 1 240 million in 2006
(EUR 1 281 million in 2005). |
|
(5) |
Comprises accounts payable, accrued expenses and provisions
except those related to interest and taxes. |
|
(6) |
Unallocated liabilities include
non-current liabilities
and short-term
borrowings as well as interest and tax related prepaid income,
accrued expenses and provisions. Tax related accrued expenses
and deferred tax liabilities amount to EUR 497 million
in 2006 (EUR 433 million in 2005). |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
Net sales to external customers by geographic area by location of customer |
|
EURm | |
|
EURm | |
|
EURm | |
Finland
|
|
|
387 |
|
|
|
331 |
|
|
|
351 |
|
China
|
|
|
4 913 |
|
|
|
3 403 |
|
|
|
2 678 |
|
USA
|
|
|
2 815 |
|
|
|
2 743 |
|
|
|
3 430 |
|
India
|
|
|
2 713 |
|
|
|
2 022 |
|
|
|
1 369 |
|
Great Britain
|
|
|
2 425 |
|
|
|
2 405 |
|
|
|
2 269 |
|
Germany
|
|
|
2 060 |
|
|
|
1 982 |
|
|
|
1 730 |
|
Other
|
|
|
25 808 |
|
|
|
21 305 |
|
|
|
17 544 |
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
41 121 |
|
|
|
34 191 |
|
|
|
29 371 |
|
|
|
|
|
|
|
|
|
|
|
F-24
Notes to the Consolidated Financial Statements (Continued)
2. Segment information (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment assets by geographic area |
|
2006 | |
|
2005 | |
|
|
|
|
| |
|
| |
|
|
|
|
EURm | |
|
EURm | |
|
|
Finland
|
|
|
4 165 |
|
|
|
3 619 |
|
|
|
|
|
China
|
|
|
1 257 |
|
|
|
1 120 |
|
|
|
|
|
USA
|
|
|
1 270 |
|
|
|
1 437 |
|
|
|
|
|
India
|
|
|
618 |
|
|
|
416 |
|
|
|
|
|
Great Britain
|
|
|
523 |
|
|
|
437 |
|
|
|
|
|
Germany
|
|
|
615 |
|
|
|
390 |
|
|
|
|
|
Other
|
|
|
3 456 |
|
|
|
3 031 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
11 904 |
|
|
|
10 450 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures by market area |
|
2006 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
|
EURm | |
|
EURm | |
|
EURm | |
Finland
|
|
|
275 |
|
|
|
259 |
|
|
|
216 |
|
China
|
|
|
125 |
|
|
|
93 |
|
|
|
57 |
|
USA
|
|
|
63 |
|
|
|
74 |
|
|
|
80 |
|
India
|
|
|
65 |
|
|
|
31 |
|
|
|
3 |
|
Great Britain
|
|
|
11 |
|
|
|
12 |
|
|
|
5 |
|
Germany
|
|
|
23 |
|
|
|
26 |
|
|
|
20 |
|
Other
|
|
|
88 |
|
|
|
112 |
|
|
|
167 |
|
|
|
|
|
|
|
|
|
|
|
Total(1)
|
|
|
650 |
|
|
|
607 |
|
|
|
548 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Including goodwill and capitalized development costs, capital
expenditures amount to EUR 1 240 million in 2006
(EUR 760 million in 2005 and EUR 649 million
in 2004). The goodwill and capitalized development costs in 2006
consist of EUR 268 million in USA
(EUR 0 million in USA in 2005 and
EUR 0 million in USA in 2004) and
EUR 321 million in other areas
(EUR 153 million in 2005 and EUR 101 million
in 2004). |
3. Percentage of completion
Contract sales recognized under the
cost-to-cost method of
percentage of completion accounting were
EUR 6 308 million in 2006
(EUR 5 520 million in 2005 and
EUR 5 197 million in 2004).
Advances received related to construction contracts, included in
prepaid income under accrued expenses, were
EUR 220 million at December 31, 2006
(EUR 148 million in 2005 and EUR 185 million
in 2004). Contract revenues recorded prior to billings, included
in accounts receivable, were EUR 371 million at
December 31, 2006 (EUR 0 million in 2005 and
EUR 80 million in 2004).
The aggregate amount of costs incurred and recognized profits
(net of recognized losses) under construction contracts in
progress since inception was EUR 6 705 million at
December 31, 2006 (EUR 7 309 million at
December 31, 2005).
Retentions related to construction contracts included in
accounts receivable, were EUR 131 million at
December 31, 2006 (EUR 193 million at
December 31, 2005).
Application of the percentage of completion method based on a
zero profit margin was not material for all periods presented.
F-25
Notes to the Consolidated Financial Statements (Continued)
4. Personnel expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
|
EURm | |
|
EURm | |
|
EURm | |
Wages and salaries
|
|
|
3 457 |
|
|
|
3 127 |
|
|
|
2 805 |
|
Share-based compensation expense, total
|
|
|
192 |
|
|
|
104 |
|
|
|
62 |
|
Pension expenses, net
|
|
|
310 |
|
|
|
252 |
|
|
|
253 |
|
Other social expenses
|
|
|
439 |
|
|
|
394 |
|
|
|
372 |
|
|
|
|
|
|
|
|
|
|
|
Personnel expenses as per profit and loss account
|
|
|
4 398 |
|
|
|
3 877 |
|
|
|
3 492 |
|
|
|
|
|
|
|
|
|
|
|
Share-based compensation expense includes pension and other
social costs of EUR -4 million
(EUR 9 million in 2005 and EUR 2 million in
2004) based upon the related employee charge recognized during
the year. In 2006, the benefit was due to a change in the
treatment of pension and other social costs.
The net of tax share-based compensation expense amounted to
EUR 141 million in 2006 (EUR 82 million in
2005 and EUR 60 million in 2004).
Pension expenses, comprised of multi-employer, insured and
defined contribution plans were EUR 198 million in
2006 (EUR 206 million in 2005 and EUR 192 million
in 2004).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
Average personnel
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mobile Phones
|
|
|
3 639 |
|
|
|
2 647 |
|
|
|
2 853 |
|
|
Multimedia
|
|
|
3 058 |
|
|
|
2 750 |
|
|
|
2 851 |
|
|
Enterprise Solutions
|
|
|
2 264 |
|
|
|
2 185 |
|
|
|
2 167 |
|
|
Networks
|
|
|
20 277 |
|
|
|
17 676 |
|
|
|
15 463 |
|
|
Common Group Functions
|
|
|
36 086 |
|
|
|
31 638 |
|
|
|
30 177 |
|
|
|
|
|
|
|
|
|
|
|
|
Nokia Group
|
|
|
65 324 |
|
|
|
56 896 |
|
|
|
53 511 |
|
|
|
|
|
|
|
|
|
|
|
5. Pensions
The most significant pension plans are in Finland and are
comprised of the Finnish state TEL system with benefits directly
linked to employee earnings. These benefits are financed in two
distinct portions. The majority of benefits are financed by
contributions to a central pool with the majority of the
contributions being used to pay current benefits. The other part
comprises reserved benefits which are pre-funded through the
trustee-administered Nokia Pension Foundation. The pooled
portion of the TEL system is accounted for as a defined
contribution plan and the reserved portion as a defined benefit
plan. The foreign plans include both defined contribution and
defined benefit plans.
Effective on January 1, 2005, the Finnish TEL system was
reformed. The most significant change that has an impact on the
Groups future financial statements is that pensions
accumulated after 2005 are calculated on the earnings during the
entire working career, not only on the basis of the last few
years of employment as provided by the old rules. An increase to
the rate at which pensions accrue led to a past service cost of
EUR 5 million in 2004, which will be recognized over
employees future average working life.
As a result of the changes in the TEL system, which increased
the Groups obligation in respect of ex-employees, and
reduced the obligation in respect of recent recruits, a change
in the liability has been recognised to cover future disability
pensions. In 2005, to compensate the Group for the additional
liability in respect of ex-employees assets of
EUR 24 million were transferred from the pooled part
of the pension system to cover future disability pensions inside
Nokia Pension Foundation. As this transfer of assets is
effectively a reduction of the obligation to the pooled premium,
it has been accounted for as a credit to the profit and loss
account during 2005.
F-26
Notes to the Consolidated Financial Statements (Continued)
5. Pensions (Continued)
The following table sets forth the changes in the benefit
obligation and fair value of plan assets during the year and the
funded status of the significant defined benefit pension plans
showing the amounts that are recognized in the Groups
consolidated balance sheet at December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
|
Domestic | |
|
Foreign | |
|
Domestic | |
|
Foreign | |
|
|
Plans | |
|
Plans | |
|
Plans | |
|
Plans | |
|
|
| |
|
| |
|
| |
|
| |
|
|
EURm | |
|
EURm | |
|
EURm | |
|
EURm | |
Present value of defined benefit obligations at beginning of year
|
|
|
(890 |
) |
|
|
(495 |
) |
|
|
(727 |
) |
|
|
(398 |
) |
Foreign currency exchange rate changes
|
|
|
|
|
|
|
(3 |
) |
|
|
|
|
|
|
(3 |
) |
Current service cost
|
|
|
(63 |
) |
|
|
(38 |
) |
|
|
(48 |
) |
|
|
(21 |
) |
Interest cost
|
|
|
(40 |
) |
|
|
(26 |
) |
|
|
(36 |
) |
|
|
(22 |
) |
Plan participants contributions
|
|
|
|
|
|
|
(7 |
) |
|
|
|
|
|
|
(6 |
) |
Actuarial (loss) gain
|
|
|
(51 |
) |
|
|
14 |
|
|
|
(91 |
) |
|
|
(52 |
) |
Curtailment
|
|
|
3 |
|
|
|
|
|
|
|
3 |
|
|
|
|
|
Benefits paid
|
|
|
10 |
|
|
|
9 |
|
|
|
9 |
|
|
|
7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Present value of defined benefit obligations at end
of year
|
|
|
(1 031 |
) |
|
|
(546 |
) |
|
|
(890 |
) |
|
|
(495 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan assets at fair value at beginning of year
|
|
|
904 |
|
|
|
372 |
|
|
|
768 |
|
|
|
303 |
|
Foreign currency exchange rate changes
|
|
|
|
|
|
|
3 |
|
|
|
|
|
|
|
3 |
|
Expected return on plan assets
|
|
|
41 |
|
|
|
21 |
|
|
|
46 |
|
|
|
18 |
|
Actuarial gain (loss) on plan assets
|
|
|
(8 |
) |
|
|
(3 |
) |
|
|
56 |
|
|
|
22 |
|
Employer contribution
|
|
|
59 |
|
|
|
32 |
|
|
|
19 |
|
|
|
27 |
|
Plan participants contributions
|
|
|
|
|
|
|
8 |
|
|
|
|
|
|
|
6 |
|
Transfer from central pool
|
|
|
|
|
|
|
|
|
|
|
24 |
|
|
|
|
|
Benefits paid
|
|
|
(11 |
) |
|
|
(9 |
) |
|
|
(9 |
) |
|
|
(7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan assets at fair value at end of year
|
|
|
985 |
|
|
|
424 |
|
|
|
904 |
|
|
|
372 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Deficit)/Surplus
|
|
|
(46 |
) |
|
|
(122 |
) |
|
|
14 |
|
|
|
(123 |
) |
Unrecognized net actuarial losses
|
|
|
187 |
|
|
|
89 |
|
|
|
128 |
|
|
|
105 |
|
Unrecognized past service cost
|
|
|
|
|
|
|
|
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid/(Accrued) pension cost in balance sheet
|
|
|
141 |
|
|
|
(33 |
) |
|
|
145 |
|
|
|
(18 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Present value of obligations include EUR 300 million
(EUR 251 million in 2005) of wholly funded obligations, EUR
1 244 million of partly funded obligations (EUR 1
099 million in 2005) and EUR 33 million (EUR
35 million in 2005) of unfunded obligations.
F-27
Notes to the Consolidated Financial Statements (Continued)
5. Pensions (Continued)
The amounts recognized in the profit and loss account are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
|
EURm | |
|
EURm | |
|
EURm | |
Current service cost
|
|
|
101 |
|
|
|
69 |
|
|
|
62 |
|
Interest cost
|
|
|
66 |
|
|
|
58 |
|
|
|
56 |
|
Expected return on plan assets
|
|
|
(62 |
) |
|
|
(64 |
) |
|
|
(56 |
) |
Net actuarial losses recognized in year
|
|
|
8 |
|
|
|
9 |
|
|
|
|
|
Past service cost gain (-) loss (+)
|
|
|
3 |
|
|
|
1 |
|
|
|
(1 |
) |
Transfer from central pool
|
|
|
|
|
|
|
(24 |
) |
|
|
|
|
Curtailment
|
|
|
(4 |
) |
|
|
(3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total, included in personnel expenses
|
|
|
112 |
|
|
|
46 |
|
|
|
61 |
|
|
|
|
|
|
|
|
|
|
|
Movements in prepaid pension costs recognized in the balance
sheet are as follows:
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
|
EURm | |
|
EURm | |
Prepaid pension costs at beginning of year
|
|
|
127 |
|
|
|
126 |
|
Net income (expense) recognized in the profit and loss account
|
|
|
(112 |
) |
|
|
(46 |
) |
Contributions paid
|
|
|
91 |
|
|
|
46 |
|
Foreign currency exchange rate changes
|
|
|
2 |
|
|
|
1 |
|
|
|
|
|
|
|
|
Prepaid pension costs at end of
year(1)
|
|
|
108 |
|
|
|
127 |
|
|
|
|
|
|
|
|
|
|
(1) |
included within prepaid expenses and accrued income |
The prepaid pension cost above consists of a prepayment of
EUR 206 million (EUR 207 million in 2005) and an
accrual of EUR 98 million (EUR 80 million in
2005).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
EURm | |
|
EURm | |
|
EURm | |
|
EURm | |
|
EURm | |
Present value of defined benefit obligation
|
|
|
(1 577 |
) |
|
|
(1 385 |
) |
|
|
(1 125 |
) |
|
|
(1 009 |
) |
|
|
(800 |
) |
Plan assets at fair value
|
|
|
1 409 |
|
|
|
1 276 |
|
|
|
1 071 |
|
|
|
887 |
|
|
|
762 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deficit
|
|
|
(168 |
) |
|
|
(109 |
) |
|
|
(54 |
) |
|
|
(122 |
) |
|
|
(38 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Experience adjustments arising on plan obligations amount to a
loss of EUR 25 million in 2006. Experience adjustments
arising on plan assets amount to a loss of
EUR 11 million in 2006.
The principal actuarial weighted average assumptions used were
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
|
Domestic | |
|
Foreign | |
|
Domestic | |
|
Foreign | |
|
|
| |
|
| |
|
| |
|
| |
|
|
% | |
|
% | |
|
% | |
|
% | |
Discount rate for determining present values
|
|
|
4.60 |
|
|
|
4.78 |
|
|
|
4.20 |
|
|
|
4.55 |
|
Expected long-term rate of return on plan assets
|
|
|
4.60 |
|
|
|
5.50 |
|
|
|
4.44 |
|
|
|
5.49 |
|
Annual rate of increase in future compensation levels
|
|
|
3.50 |
|
|
|
3.59 |
|
|
|
3.50 |
|
|
|
3.91 |
|
Pension increases
|
|
|
2.00 |
|
|
|
2.69 |
|
|
|
2.00 |
|
|
|
2.55 |
|
F-28
Notes to the Consolidated Financial Statements (Continued)
5. Pensions (Continued)
The Groupss pension plan asset allocation as a percentage
of plan assets at December 31, 2006, and 2005, by asset
category are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
2005 |
|
|
|
|
|
|
|
Domestic |
|
Foreign |
|
Domestic |
|
Foreign |
|
|
|
|
|
|
|
|
|
|
|
% |
|
% |
|
% |
|
% |
Asset Category:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities
|
|
|
11 |
|
|
|
27 |
|
|
|
25 |
|
|
|
26 |
|
Debt securities
|
|
|
75 |
|
|
|
61 |
|
|
|
72 |
|
|
|
62 |
|
Insurance contracts
|
|
|
|
|
|
|
11 |
|
|
|
|
|
|
|
11 |
|
Real estate
|
|
|
1 |
|
|
|
|
|
|
|
2 |
|
|
|
|
|
Short-term investments
|
|
|
13 |
|
|
|
1 |
|
|
|
1 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
100 |
|
|
|
100 |
|
|
|
100 |
|
|
|
100 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The objective of the investment activities is to maximize the
excess of plan assets over projected benefit obligations, within
an accepted risk level, taking into account the interest rate
and inflation sensitivity of the assets as well as the
obligations. As of December 31, 2006 the target asset
allocation for both domestic as well as foreign plans was 100%
long dated debt securities. In addition, a risk limit has been
approved to tactically deviate from the target asset allocation.
The Pension Committee of the Group, consisting of the CFO, Head
of Treasury, Head of HR and other HR representatives,
approves both the target asset allocation as well as the
deviation limit. Derivative instruments can be used to change
the portfolio asset allocation and risk characteristics.
The domestic pension plans assets did not include Nokia
securities in 2006 (EUR 6 million in 2005).
The foreign pension plan assets include a self investment
through a loan provided to Nokia by the Groups German
pension fund of EUR 88 million
(EUR 62 million in 2005). See Note 33.
The actual return on plan assets was EUR 51 million in
2006 (EUR 147 million in 2005).
In 2007, the Group expects to make contributions of EUR
50 million and EUR 29 million to its domestic and
foreign defined benefit pension plans, respectively.
|
|
6. |
Advertising and promotional expenses |
The Group expenses advertising and promotion costs as incurred.
Advertising and promotional expenses were
EUR 1 515 million in 2006
(EUR 1 481 million in 2005 and
EUR 1 144 million in 2004).
|
|
7. |
Other operating income and expenses |
Other operating income for 2006 includes a gain of
EUR 276 million representing Nokias share of the
proceeds relating to a partial recovery of a previously impaired
financing arrangement with Telsim. Other operating expenses for
2006 includes EUR 142 million charges primarily
related to the restructuring for the CDMA business and
associated asset write-downs. Working together with
co-development partners, Nokia intends to selectively
participate in key CDMA markets, with special focus on North
America, China and India. Accordingly, Nokia is ramping down its
CDMA research, development and production which will cease by
April 2007. In 2006, Enterprise Solutions recorded a charge of
EUR 8 million for personnel expenses and other costs
as a result of more focused R&D.
Other operating income for 2005 includes a gain of
EUR 61 million relating to the divestiture of the
Groups Tetra business, a EUR 18 million gain
related to the partial sale of a minority investment
(see Note 15) and a EUR 45 million gain
related to qualifying sales and leaseback transactions for
F-29
Notes to the Consolidated Financial Statements (Continued)
|
|
7. |
Other operating income and expenses (Continued) |
real estate. In 2005, Enterprise Solutions recorded a charge of
EUR 29 million for personnel expenses and other costs
in connection with a restructuring taken in light of general
downturn in market conditions, which were fully paid during
2005. Other operating income for 2004 includes a gain of
EUR 160 million representing the premium return under
a multi-line, multi-year insurance program, which expired during
2004. The return was due to our low claims experience during the
policy period.
In all three years presented Other operating income and
expenses include the costs of hedging forecasted sales and
purchases (forward points of cash flow hedges).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common | |
|
|
|
|
Mobile | |
|
|
|
Enterprise | |
|
|
|
Group | |
|
|
|
|
Phones | |
|
Multimedia | |
|
Solutions | |
|
Networks | |
|
Functions | |
|
Group | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
EURm | |
|
EURm | |
|
EURm | |
|
EURm | |
|
EURm | |
|
EURm | |
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impairment of available-for-sale investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18 |
|
|
|
18 |
|
Impairment of other intangible assets
|
|
|
33 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total, net
|
|
|
33 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18 |
|
|
|
51 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impairment of available-for-sale investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30 |
|
|
|
30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30 |
|
|
|
30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impairment of available-for-sale investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11 |
|
|
|
11 |
|
Impairment of capitalized development costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
115 |
|
|
|
|
|
|
|
115 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
115 |
|
|
|
11 |
|
|
|
126 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During 2006, the Groups investment in certain equity
securities held as non-current available-for-sale suffered a
permanent decline in fair value resulting in an impairment
charge of EUR 18 million (EUR 30 million in 2005,
EUR 11 million in 2004) relating to non-current
available-for-sale investments.
In connection with the restructuring of its CDMA business, the
Group recorded an impairment charge of EUR 33 million
during 2006 related to an acquired CDMA license. The impaired
CDMA license was included in Mobile Phones business group.
During 2004, the Group recorded an impairment charge of
EUR 65 million of capitalized development costs due to
the abandonment of FlexiGateway and Horizontal Technology
modules. In addition, an impairment charge of
EUR 50 million was recorded on WCDMA radio access
network program due to changes in market outlook. The impairment
loss was determined as the difference between the carrying
amount of the asset and its recoverable amount. The recoverable
amount for WCDMA radio access network was derived from the
discounted cash flow projections, which cover the estimated life
of the WCDMA radio access network current technology, using a
pre-tax discount rate of 15%. The impaired technologies were
part of Networks business group.
F-30
Notes to the Consolidated Financial Statements (Continued)
On February 10, 2006, the Group completed its acquisition
of all of the outstanding common stock of Intellisync
Corporation. Intellisync is a leader in synchronization
technology for platform-independent wireless messaging and other
business applications for mobile devices. The acquisition of
Intellisync will enhance Nokias ability to respond to its
customers and effectively puts Nokia at the core of any mobility
solution for businesses of all sizes. Intellisync reported
revenues of USD 59 million (EUR 47 million) and
net loss of USD 13 million (EUR 11 million) for
the year ended July 31, 2005. Intellisyncs
contribution to revenue and net profit is not material to the
Group.
The total cost of the acquisition was EUR 325 million
consisting of EUR 319 million of cash and
EUR 6 million of costs directly attributable to the
acquisition.
The following table summarises the estimated fair values of the
assets acquired and liabilities assumed at the date of
acquisition. The fair value of intangible assets has been
determined with the assistance of an independent third party
valuation specialist. The carrying amount of Intellisync net
assets immediately before the acquisition amounted to
EUR 50 million.
|
|
|
|
|
|
|
February 10, 2006 | |
|
|
| |
|
|
EURm | |
Intangible assets subject to amortization:
|
|
|
|
|
Technology related intangible assets
|
|
|
38 |
|
Other intangible assets
|
|
|
22 |
|
|
|
|
|
|
|
|
60 |
|
Deferred tax assets
|
|
|
45 |
|
Other non-current assets
|
|
|
16 |
|
|
|
|
|
Non-current assets
|
|
|
121 |
|
Goodwill
|
|
|
290 |
|
Current assets
|
|
|
42 |
|
|
|
|
|
Total assets acquired
|
|
|
453 |
|
Deferred tax liabilities
|
|
|
23 |
|
Other non-current liabilities
|
|
|
1 |
|
|
|
|
|
Non-current liabilities
|
|
|
24 |
|
Current liabilities
|
|
|
104 |
|
|
|
|
|
Total liabilities assumed
|
|
|
128 |
|
|
|
|
|
Net assets acquired
|
|
|
325 |
|
|
|
|
|
The goodwill of EUR 290 million has been allocated to
the Enterprise Solutions segment. The goodwill is attributable
to assembled workforce and the significant synergies expected to
arise subsequent to the acquisition. None of the goodwill
acquired is expected to be deductible for tax purposes.
In 2006, the Group acquired ownership interests or increased its
existing ownership interests in the following three entities for
total consideration of EUR 366 million, of which
EUR 347 million was in cash, EUR 5 million
in directly attributable costs and EUR 14 million in
deferred cash consideration:
|
|
|
|
|
Nokia Telecommunications Ltd, based in BDA, Beijing, a leading
mobile communications manufacturer in China. The Group acquired
an additional 22% ownership interest in Nokia Telecommunications
Ltd. on June 30, 2006. |
F-31
Notes to the Consolidated Financial Statements (Continued)
|
|
9. |
Acquisitions (Continued) |
|
|
|
|
|
Loudeye Corporation, based in Bristol, England a global leader
of digital music platforms and digital media distribution
services. The Group acquired a 100% ownership interest in
Loudeye Corporation on October 16, 2006. |
|
|
|
gate5 AG, based in Berlin, Germany, a leading supplier of
mapping, routing and navigation software and services. The Group
acquired a 100% ownership interest in gate5 AG on October
15, 2006. |
Goodwill and aggregate net assets acquired in these three
transactions amounted to EUR 198 million and
EUR 168 million, respectively. Goodwill has been
allocated to the Multimedia segment and to the Mobile Phone
segment. The goodwill arising from these acquisitions is
attributable to assembled workforce and post acquisition
synergies. None of the goodwill recognized in these transactions
is expected to be tax deductible.
Goodwill is allocated to the Groups cash-generating units
(CGU) for the purpose of impairment testing. The allocation is
made to those cash-generating units that are expected to benefit
from the synergies of the business combination in which the
goodwill arose.
The carrying amount of goodwill allocated to the Intellisync CGU
amounts to EUR 223 million and is significant relative
to the Groups total carrying amount of goodwill. The
Intellisync CGU is part of the Enterprise Solutions segment. The
carrying amount of goodwill allocated to other Group CGUs
are not individually significant to the Groups total
carrying amount of goodwill.
The recoverable amount of the Intellisync CGU is determined
based on a value-in-use
calculation. The pre-tax cash flow projections employed in the
value-in-use
calculation are based on financial plans approved by management.
These projections are consistent with external sources of
information. Cash flows beyond the explicit forecast period are
extrapolated using an estimated terminal growth rate of 4.9%.
The terminal growth rate does not exceed the long-term average
growth rates for the industry and economies in which the
Intellisync CGU operates. Management expects that moderate
market share growth in a high-growth industry segment will drive
strong revenue growth. Increased volume is expected to cause
operating profit margins to improve to prevailing levels in the
industry. The pre-tax cash flow projections are discounted using
a pre-tax discount rate of 18.5%.
The aggregate carrying amount of goodwill allocated across
multiple CGUs amounts to EUR 309 million at the end of
2006 and the amount allocated to each individual CGU is not
individually significant.
|
|
10. |
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
|
EURm | |
|
EURm | |
|
EURm | |
Depreciation and amortization by function
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales
|
|
|
279 |
|
|
|
242 |
|
|
|
196 |
|
Research and development
|
|
|
312 |
|
|
|
349 |
|
|
|
431 |
|
Selling and marketing
|
|
|
9 |
|
|
|
9 |
|
|
|
14 |
|
Administrative and general
|
|
|
111 |
|
|
|
99 |
|
|
|
123 |
|
Other operating expenses
|
|
|
1 |
|
|
|
13 |
|
|
|
8 |
|
Amortization of goodwill
|
|
|
|
|
|
|
|
|
|
|
96 |
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
712 |
|
|
|
712 |
|
|
|
868 |
|
|
|
|
|
|
|
|
|
|
|
F-32
Notes to the Consolidated Financial Statements (Continued)
|
|
11. |
Financial income and expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
|
EURm | |
|
EURm | |
|
EURm | |
Income from available-for-sale investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend income
|
|
|
|
|
|
|
1 |
|
|
|
22 |
|
|
Interest income
|
|
|
223 |
|
|
|
295 |
|
|
|
299 |
|
Other financial income
|
|
|
55 |
|
|
|
77 |
|
|
|
178 |
|
Foreign exchange gains and losses
|
|
|
(31 |
) |
|
|
(11 |
) |
|
|
8 |
|
Interest expense
|
|
|
(22 |
) |
|
|
(18 |
) |
|
|
(22 |
) |
Other financial expenses
|
|
|
(18 |
) |
|
|
(22 |
) |
|
|
(80 |
) |
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
207 |
|
|
|
322 |
|
|
|
405 |
|
|
|
|
|
|
|
|
|
|
|
During 2005, Nokia sold the remaining holdings in the
subordinated convertible perpetual bonds issued by France
Telecom. As a result, the Group booked a total net gain of
EUR 57 million (EUR 106 million in 2004) in other
financial income, of which EUR 53 million (EUR
104 million in 2004) was recycled from fair value and other
reserves in shareholders equity. See Notes 16
and 21.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
|
EURm | |
|
EURm | |
|
EURm | |
Income tax expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current tax
|
|
|
(1 303 |
) |
|
|
(1 262 |
) |
|
|
(1 403 |
) |
|
Deferred tax
|
|
|
(54 |
) |
|
|
(19 |
) |
|
|
(43 |
) |
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
(1 357 |
) |
|
|
(1 281 |
) |
|
|
(1 446 |
) |
|
|
|
|
|
|
|
|
|
|
|
Finland
|
|
|
(941 |
) |
|
|
(759 |
) |
|
|
(1 128 |
) |
|
Other countries
|
|
|
(416 |
) |
|
|
(522 |
) |
|
|
(318 |
) |
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
(1 357 |
) |
|
|
(1 281 |
) |
|
|
(1 446 |
) |
|
|
|
|
|
|
|
|
|
|
The differences between income tax expense computed at statutory
rates (in Finland 26% in 2006 and 2005 and 29% in 2004) and
income taxes recognized in the consolidated income statement is
reconciled as follows at December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
|
EURm | |
|
EURm | |
|
EURm | |
Income tax expense at statutory rate
|
|
|
1 488 |
|
|
|
1 295 |
|
|
|
1 372 |
|
|
Amortization of goodwill
|
|
|
|
|
|
|
|
|
|
|
28 |
|
|
Provisions without income tax benefit/expense
|
|
|
12 |
|
|
|
11 |
|
|
|
|
|
|
Taxes for prior years
|
|
|
(24 |
) |
|
|
1 |
|
|
|
(34 |
) |
|
Taxes on foreign subsidiaries profits lower than income
taxes at statutory rate
|
|
|
(73 |
) |
|
|
(30 |
) |
|
|
(130 |
) |
|
Net change in provisions
|
|
|
(12 |
) |
|
|
22 |
|
|
|
67 |
|
|
Change in deferred tax rate
|
|
|
|
|
|
|
|
|
|
|
26 |
|
|
Deferred tax liability on undistributed earnings
|
|
|
(3 |
) |
|
|
8 |
|
|
|
60 |
|
|
Adoption of IAS 39(R) and IFRS 2
|
|
|
|
|
|
|
|
|
|
|
11 |
|
|
Other
|
|
|
(31 |
) |
|
|
(26 |
) |
|
|
46 |
|
|
|
|
|
|
|
|
|
|
|
Income tax expense
|
|
|
1 357 |
|
|
|
1 281 |
|
|
|
1 446 |
|
|
|
|
|
|
|
|
|
|
|
In the beginning of 2005, the corporate tax rate in Finland was
reduced from 29% to 26%. The impact of the change on the profit
and loss account through change in deferred taxes in 2004 was
EUR 26 million.
F-33
Notes to the Consolidated Financial Statements (Continued)
|
|
12. |
Income taxes (Continued) |
Income taxes include a tax benefit from received and accrued tax
refunds from previous years of EUR 84 million in 2006
(EUR 48 million in 2005).
Certain of the Group companies income tax returns for
periods ranging from 2001 through 2005 are under examination by
tax authorities. The Group does not believe that any significant
additional taxes in excess of those already provided for will
arise as a result of the examinations.
During 2004, the Group analyzed its future foreign investment
plans with respect to certain foreign investments. As a result
of this analysis, the Group concluded that it could no longer
represent that all foreign earnings may be permanently
reinvested. Accordingly, the Group recognized a
EUR 60 million deferred tax liability in 2004. In
2006, the deferred tax liability was EUR 65 million
(EUR 68 million in 2005) in respect of undistributed
foreign earnings.
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
|
EURm | |
|
EURm | |
Capitalized development costs
|
|
|
|
|
|
|
|
|
Acquisition cost January 1
|
|
|
1 445 |
|
|
|
1 322 |
|
Additions during the period
|
|
|
127 |
|
|
|
153 |
|
Disposals during the period
|
|
|
(39 |
) |
|
|
(30 |
) |
|
|
|
|
|
|
|
Accumulated acquisition cost December 31
|
|
|
1 533 |
|
|
|
1 445 |
|
|
|
|
|
|
|
|
Accumulated amortization January 1
|
|
|
(1 185 |
) |
|
|
(1 044 |
) |
Disposals during the period
|
|
|
39 |
|
|
|
30 |
|
Amortization for the period
|
|
|
(136 |
) |
|
|
(171 |
) |
|
|
|
|
|
|
|
Accumulated amortization December 31
|
|
|
(1 282 |
) |
|
|
(1 185 |
) |
|
|
|
|
|
|
|
Net book value January 1
|
|
|
260 |
|
|
|
278 |
|
Net book value December 31
|
|
|
251 |
|
|
|
260 |
|
Goodwill
|
|
|
|
|
|
|
|
|
Acquisition cost January 1
|
|
|
90 |
|
|
|
1 298 |
|
Transfer of accumulated amortization on adoption of IFRS 3
|
|
|
|
|
|
|
(1 208 |
) |
Translation differences
|
|
|
(26 |
) |
|
|
|
|
Additions during the period (Note 9)
|
|
|
488 |
|
|
|
|
|
Other changes
|
|
|
(20 |
) |
|
|
|
|
|
|
|
|
|
|
|
Accumulated acquisition cost December 31
|
|
|
532 |
|
|
|
90 |
|
|
|
|
|
|
|
|
Net book value January 1
|
|
|
90 |
|
|
|
90 |
|
Net book value December 31
|
|
|
532 |
|
|
|
90 |
|
Other intangible assets
|
|
|
|
|
|
|
|
|
Acquisition cost January 1
|
|
|
676 |
|
|
|
631 |
|
Translation differences
|
|
|
(21 |
) |
|
|
3 |
|
Additions during the period
|
|
|
99 |
|
|
|
59 |
|
Acquisition of subsidiary (Note 9)
|
|
|
122 |
|
|
|
|
|
Impairment losses
|
|
|
(33 |
) |
|
|
|
|
Disposals during the period
|
|
|
(71 |
) |
|
|
(17 |
) |
|
|
|
|
|
|
|
Accumulated acquisition cost December 31
|
|
|
772 |
|
|
|
676 |
|
|
|
|
|
|
|
|
F-34
Notes to the Consolidated Financial Statements (Continued)
|
|
13. |
Intangible assets (Continued) |
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
|
EURm | |
|
EURm | |
Accumulated amortization January 1
|
|
|
(465 |
) |
|
|
(422 |
) |
Translation differences
|
|
|
10 |
|
|
|
7 |
|
Disposals during the period
|
|
|
66 |
|
|
|
14 |
|
Amortization for the period
|
|
|
(85 |
) |
|
|
(64 |
) |
|
|
|
|
|
|
|
Accumulated amortization December 31
|
|
|
(474 |
) |
|
|
(465 |
) |
|
|
|
|
|
|
|
Net book value January 1
|
|
|
211 |
|
|
|
209 |
|
Net book value December 31
|
|
|
298 |
|
|
|
211 |
|
|
|
14. |
Property, plant and equipment |
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
|
EURm | |
|
EURm | |
Land and water areas
|
|
|
|
|
|
|
|
|
Acquisition cost January 1
|
|
|
82 |
|
|
|
104 |
|
Translation differences
|
|
|
(1 |
) |
|
|
1 |
|
Additions during the period
|
|
|
|
|
|
|
5 |
|
Disposals during the period
|
|
|
(3 |
) |
|
|
(28 |
) |
|
|
|
|
|
|
|
Accumulated acquisition cost December 31
|
|
|
78 |
|
|
|
82 |
|
|
|
|
|
|
|
|
Net book value January 1
|
|
|
82 |
|
|
|
104 |
|
Net book value December 31
|
|
|
78 |
|
|
|
82 |
|
Buildings and constructions
|
|
|
|
|
|
|
|
|
Acquisition cost January 1
|
|
|
865 |
|
|
|
910 |
|
Translation differences
|
|
|
(11 |
) |
|
|
16 |
|
Additions during the period
|
|
|
123 |
|
|
|
29 |
|
Disposals during the period
|
|
|
(52 |
) |
|
|
(90 |
) |
|
|
|
|
|
|
|
Accumulated acquisition cost December 31
|
|
|
925 |
|
|
|
865 |
|
|
|
|
|
|
|
|
Accumulated depreciation January 1
|
|
|
(244 |
) |
|
|
(220 |
) |
Translation differences
|
|
|
4 |
|
|
|
(1 |
) |
Disposals during the period
|
|
|
40 |
|
|
|
12 |
|
Depreciation for the period
|
|
|
(30 |
) |
|
|
(35 |
) |
|
|
|
|
|
|
|
Accumulated depreciation December 31
|
|
|
(230 |
) |
|
|
(244 |
) |
|
|
|
|
|
|
|
Net book value January 1
|
|
|
621 |
|
|
|
690 |
|
Net book value December 31
|
|
|
695 |
|
|
|
621 |
|
Machinery and equipment
|
|
|
|
|
|
|
|
|
Acquisition cost January 1
|
|
|
3 735 |
|
|
|
3 340 |
|
Translation differences
|
|
|
(62 |
) |
|
|
149 |
|
Additions during the period
|
|
|
466 |
|
|
|
470 |
|
Disposals during the period
|
|
|
(432 |
) |
|
|
(224 |
) |
|
|
|
|
|
|
|
Accumulated acquisition cost December 31
|
|
|
3 707 |
|
|
|
3 735 |
|
|
|
|
|
|
|
|
F-35
Notes to the Consolidated Financial Statements (Continued)
|
|
14. |
Property, plant and equipment (Continued) |
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
|
EURm | |
|
EURm | |
Accumulated depreciation January 1
|
|
|
(2 984 |
) |
|
|
(2 650 |
) |
Translation differences
|
|
|
48 |
|
|
|
(111 |
) |
Disposals during the period
|
|
|
429 |
|
|
|
217 |
|
Depreciation for the period
|
|
|
(459 |
) |
|
|
(440 |
) |
|
|
|
|
|
|
|
Accumulated depreciation December 31
|
|
|
(2 966 |
) |
|
|
(2 984 |
) |
|
|
|
|
|
|
|
Net book value January 1
|
|
|
751 |
|
|
|
690 |
|
Net book value December 31
|
|
|
741 |
|
|
|
751 |
|
Other tangible assets
|
|
|
|
|
|
|
|
|
Acquisition cost January 1
|
|
|
17 |
|
|
|
21 |
|
Translation differences
|
|
|
(1 |
) |
|
|
1 |
|
Additions during the period
|
|
|
6 |
|
|
|
1 |
|
Disposals during the period
|
|
|
|
|
|
|
(6 |
) |
|
|
|
|
|
|
|
Accumulated acquisition cost December 31
|
|
|
22 |
|
|
|
17 |
|
|
|
|
|
|
|
|
Accumulated depreciation January 1
|
|
|
(6 |
) |
|
|
(11 |
) |
Translation differences
|
|
|
|
|
|
|
1 |
|
Disposals during the period
|
|
|
|
|
|
|
6 |
|
Depreciation for the period
|
|
|
(1 |
) |
|
|
(2 |
) |
|
|
|
|
|
|
|
Accumulated depreciation December 31
|
|
|
(7 |
) |
|
|
(6 |
) |
|
|
|
|
|
|
|
Net book value January 1
|
|
|
11 |
|
|
|
10 |
|
Net book value December 31
|
|
|
15 |
|
|
|
11 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
|
EURm | |
|
EURm | |
Advance payments and fixed assets under construction
|
|
|
|
|
|
|
|
|
Net carrying amount January 1
|
|
|
120 |
|
|
|
40 |
|
Translation differences
|
|
|
(2 |
) |
|
|
2 |
|
Additions
|
|
|
213 |
|
|
|
105 |
|
Disposals
|
|
|
(1 |
) |
|
|
|
|
Transfers to:
|
|
|
|
|
|
|
|
|
|
Other intangible assets
|
|
|
(37 |
) |
|
|
(3 |
) |
|
Buildings and constructions
|
|
|
(89 |
) |
|
|
(4 |
) |
|
Machinery and equipment
|
|
|
(131 |
) |
|
|
(20 |
) |
|
|
|
|
|
|
|
Net carrying amount December 31
|
|
|
73 |
|
|
|
120 |
|
|
|
|
|
|
|
|
Total property, plant and equipment
|
|
|
1 602 |
|
|
|
1 585 |
|
F-36
Notes to the Consolidated Financial Statements (Continued)
|
|
15. |
Investments in associated companies |
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
|
EURm | |
|
EURm | |
Net carrying amount January 1
|
|
|
193 |
|
|
|
200 |
|
Translation differences
|
|
|
(2 |
) |
|
|
8 |
|
Additions
|
|
|
19 |
|
|
|
12 |
|
Disposals
|
|
|
(1 |
) |
|
|
(17 |
) |
Share of results
|
|
|
28 |
|
|
|
10 |
|
Other movements
|
|
|
(13 |
) |
|
|
(20 |
) |
|
|
|
|
|
|
|
Net carrying amount December 31
|
|
|
224 |
|
|
|
193 |
|
|
|
|
|
|
|
|
In 2005, the Group disposed of part of its 36.2% minority
holding in Aircom Ltd resulting in a holding of 10%. The gain on
the sale recorded in other operating income was
EUR 18 million. The Groups remaining 10% holding
in Aircom shares is recorded as a non-current available-for-sale
investment.
Shareholdings in associated companies are comprised of
investments in unlisted companies in all periods presented.
|
|
16. |
Available-for-sale investments |
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
|
EURm | |
|
EURm | |
Fair value at January 1
|
|
|
8 591 |
|
|
|
10 876 |
|
Translation differences
|
|
|
(44 |
) |
|
|
49 |
|
Deductions, net
|
|
|
(1 184 |
) |
|
|
(2 276 |
) |
Fair value gains (losses)
|
|
|
1 |
|
|
|
(28 |
) |
Impairment charges (Note 8)
|
|
|
(18 |
) |
|
|
(30 |
) |
|
|
|
|
|
|
|
Fair value at December 31
|
|
|
7 346 |
|
|
|
8 591 |
|
|
|
|
|
|
|
|
Non-current
|
|
|
288 |
|
|
|
246 |
|
Current, liquid assets
|
|
|
5 012 |
|
|
|
6 852 |
|
Current, cash equivalents
|
|
|
2 046 |
|
|
|
1 493 |
|
Available-for-sale investments, comprising marketable debt and
equity securities and investments in unlisted equity shares, are
fair valued, except in the case of certain unlisted equities,
where the fair value cannot be measured reliably. Such unlisted
equities are carried at cost, less impairment
(EUR 103 million in 2006 and EUR 82 million
in 2005). Fair value for equity investments traded in active
markets and for unlisted equities, where the fair value can be
measured reliably, was EUR 185 million in 2006 and
EUR 165 million in 2005. Fair value for equity
investments traded in active markets is determined by using
exchange quoted bid prices. For other investments, fair value is
estimated by using the current market value of similar
instruments or by reference to the discounted cash flows of the
underlying net assets. Gains and losses arising from the change
in the fair value of available-for-sale investments are
recognized directly in Fair value and other reserves.
Available-for-sale investments comprise: (1) highly liquid,
interest-bearing investments with maturities at acquisition of
longer than 3 months, which are regarded as current
available-for-sale investments, liquid assets, (2) similar
types of investments as in category (1), but with
maturities at acquisition of less than 3 months, which are
regarded as current available-for-sale investments, cash
F-37
Notes to the Consolidated Financial Statements (Continued)
|
|
16. |
Available-for-sale investments (Continued) |
equivalents. The remaining part of the available-for-sale
investments portfolio is classified as non-current. See
Note 37 for details of fixed income and money market
investments.
|
|
17. |
Long-term loans receivable |
Long-term loans receivable, consisting of loans made to
suppliers and to customers principally to support their
financing of network infrastructure and services or working
capital, net of allowances and write-offs amounts (Note 8),
are repayable as follows:
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
|
EURm | |
|
EURm | |
Under 1 year
|
|
|
|
|
|
|
56 |
|
Between 1 and 2 years
|
|
|
7 |
|
|
|
|
|
Between 2 and 5 years
|
|
|
12 |
|
|
|
7 |
|
Over 5 years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19 |
|
|
|
63 |
|
|
|
|
|
|
|
|
18. Inventories
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
|
EURm | |
|
EURm | |
Raw materials, supplies and other
|
|
|
360 |
|
|
|
361 |
|
Work in progress
|
|
|
600 |
|
|
|
685 |
|
Finished goods
|
|
|
594 |
|
|
|
622 |
|
|
|
|
|
|
|
|
Total
|
|
|
1 554 |
|
|
|
1 668 |
|
|
|
|
|
|
|
|
|
|
19. |
Accounts receivables and prepaid expenses and accrued
income |
Accounts receivable include EUR 115 million (EUR
166 million in 2005) due more than 12 months after the
balance sheet date.
Prepaid expenses and accrued income primarily consists of VAT
and other tax receivables. Prepaid expenses and accrued income
also include prepaid pension costs, accrued interest income and
other accrued income, but no amounts which are individually
significant.
20. Valuation and qualifying accounts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at | |
|
Charged to | |
|
|
|
Balance | |
|
|
beginning | |
|
cost and | |
|
|
|
at end | |
Allowances on assets to which they apply: |
|
of year | |
|
expenses | |
|
Deductions(1) | |
|
of year | |
|
|
| |
|
| |
|
| |
|
| |
|
|
EURm | |
|
EURm | |
|
EURm | |
|
EURm | |
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts
|
|
|
281 |
|
|
|
70 |
|
|
|
(139 |
) |
|
|
212 |
|
Excess and obsolete inventory
|
|
|
176 |
|
|
|
353 |
|
|
|
(311 |
) |
|
|
218 |
|
|
2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts
|
|
|
361 |
|
|
|
80 |
|
|
|
(160 |
) |
|
|
281 |
|
Excess and obsolete
inventory(2)
|
|
|
172 |
|
|
|
376 |
|
|
|
(372 |
) |
|
|
176 |
|
|
2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts
|
|
|
367 |
|
|
|
155 |
|
|
|
(161 |
) |
|
|
361 |
|
Excess and obsolete inventory
|
|
|
188 |
|
|
|
308 |
|
|
|
(324 |
) |
|
|
172 |
|
|
|
(1) |
Deductions include utilization and releases of the allowances. |
F-38
Notes to the Consolidated Financial Statements (Continued)
|
|
(2) |
In 2005, reported deductions inadvertently excluded certain
items. The previously reported 2005 deductions of
EUR 249 million were adjusted to the current amount of
EUR 372 million and the reported ending balance was
similarly adjusted. This matter affected the disclosure only and
had no impact on the balance sheet, profit and loss or cash flow. |
21. Fair value and other reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hedging | |
|
Available-for-sale | |
|
|
|
|
reserve | |
|
investments | |
|
Total | |
|
|
| |
|
| |
|
| |
|
|
Gross | |
|
Tax | |
|
Net | |
|
Gross | |
|
Tax | |
|
Net | |
|
Gross | |
|
Tax | |
|
Net | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Balance at December 31, 2003
|
|
|
14 |
|
|
|
(2 |
) |
|
|
12 |
|
|
|
83 |
|
|
|
(14 |
) |
|
|
69 |
|
|
|
97 |
|
|
|
(16 |
) |
|
|
80 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value losses in period
|
|
|
|
|
|
|
(1 |
) |
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1 |
) |
|
|
(1 |
) |
Available-for-sale investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net fair value gains/(losses)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18 |
|
|
|
(1 |
) |
|
|
17 |
|
|
|
18 |
|
|
|
(1 |
) |
|
|
17 |
|
|
Transfer to profit and loss account on impairment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11 |
|
|
|
|
|
|
|
11 |
|
|
|
11 |
|
|
|
|
|
|
|
11 |
|
|
Transfer of fair value gains to profit and loss account on
disposal
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(105 |
) |
|
|
10 |
|
|
|
(95 |
) |
|
|
(105 |
) |
|
|
10 |
|
|
|
(95 |
) |
|
Transfer of fair value losses to profit and loss account on
disposal
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2004
|
|
|
14 |
|
|
|
(3 |
) |
|
|
11 |
|
|
|
7 |
|
|
|
(5 |
) |
|
|
2 |
|
|
|
21 |
|
|
|
(8 |
) |
|
|
13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value gains/(losses) in period
|
|
|
(177 |
) |
|
|
45 |
|
|
|
(132 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(177 |
) |
|
|
45 |
|
|
|
(132 |
) |
Available-for-sale investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net fair value gains/(losses)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(69 |
) |
|
|
6 |
|
|
|
(63 |
) |
|
|
(69 |
) |
|
|
6 |
|
|
|
(63 |
) |
|
Transfer to profit and loss account on impairment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9 |
|
|
|
|
|
|
|
9 |
|
|
|
9 |
|
|
|
|
|
|
|
9 |
|
|
Transfer of fair value gains to profit and loss account on
disposal
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5 |
) |
|
|
|
|
|
|
(5 |
) |
|
|
(5 |
) |
|
|
|
|
|
|
(5 |
) |
|
Transfer of fair value losses to profit and loss account on
disposal
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2 |
|
|
|
|
|
|
|
2 |
|
|
|
2 |
|
|
|
|
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2005
|
|
|
(163 |
) |
|
|
42 |
|
|
|
(121 |
) |
|
|
(56 |
) |
|
|
1 |
|
|
|
(55 |
) |
|
|
(219 |
) |
|
|
43 |
|
|
|
(176 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value gains/(losses) in period
|
|
|
232 |
|
|
|
(61 |
) |
|
|
171 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
232 |
|
|
|
(61 |
) |
|
|
171 |
|
Available-for-sale investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net fair value gains/(losses)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(42 |
) |
|
|
1 |
|
|
|
(41 |
) |
|
|
(42 |
) |
|
|
1 |
|
|
|
(41 |
) |
|
Transfer to profit and loss account on impairment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18 |
|
|
|
|
|
|
|
18 |
|
|
|
18 |
|
|
|
|
|
|
|
18 |
|
|
Transfer of fair value losses to profit and loss account on
disposal
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14 |
|
|
|
|
|
|
|
14 |
|
|
|
14 |
|
|
|
|
|
|
|
14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2006
|
|
|
69 |
|
|
|
(19 |
) |
|
|
50 |
|
|
|
(66 |
) |
|
|
2 |
|
|
|
(64 |
) |
|
|
3 |
|
|
|
(17 |
) |
|
|
(14 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In order to ensure that amounts deferred in the cash flow
hedging reserve represent only the effective portion of gains
and losses on properly designated hedges of future transactions
that remain highly probable at the balance sheet date, Nokia has
adopted a process under which all derivative gains and losses
are initially recognized in the profit and loss account. The
appropriate reserve balance is calculated at the end of each
period and posted to the Hedging reserve.
The Group continuously reviews the underlying cash flows and the
hedges allocated thereto, to ensure that the amounts transferred
to the Hedging reserve do not include gains/losses on forward
exchange contracts that have been designated to hedge forecasted
sales or purchases that are no longer expected to occur. Because
of the number of transactions undertaken during each period and
F-39
Notes to the Consolidated Financial Statements (Continued)
|
|
21. |
Fair value and other reserves (Continued) |
the process used to calculate the reserve balance, separate
disclosure of the transfers of gains and losses to and from the
reserve would be impractical.
All of the net fair value gains or losses recorded in the
hedging reserve at December 31, 2006 on open forward
foreign exchange contracts which hedge anticipated future
foreign currency sales or purchases are transferred from the
Hedging Reserve to the profit and loss account when the
forecasted foreign currency cash flows occur, at various dates
up to approximately 1 year from the balance sheet date.
22. The shares of the Parent Company
Nokia shares and shareholders
Shares and share capital
Nokia has one class of shares. Each Nokia share entitles the
holder to one (1) vote at General Meetings of Nokia. The
par value of the share is EUR 0.06.
The minimum share capital stipulated in the Articles of
Association is EUR 170 million and the maximum share
capital EUR 680 million. The share capital may be
increased or reduced within these limits without amending the
Articles of Association.
On December 31, 2006, the share capital of Nokia
Corporation was EUR 245 702 557.14 and the total
number of shares issued was 4 095 042 619.
On December 31, 2006, the total number of shares included
129 312 226 shares owned by Group companies with
an aggregate par value of EUR 7 758 733.56
representing approximately 3.2% of the share capital and the
total voting rights.
Pursuant to the announcement on January 25, 2007, the Board
of Directors will propose for shareholders approval at the
Annual General Meeting convening on May 3, 2007 that the
Articles of Association be amended to the effect that the
provisions on minimum and maximum share capital as well as on
the par value of a share be removed.
Authorizations
Authorization to increase the share capital
The Board of Directors had been authorized by Nokia shareholders
at the Annual General Meeting held on April 7, 2005 to
decide on an increase of the share capital by a maximum of
EUR 53 160 000 offering a maximum of
886 000 000 new shares. In 2006, the Board of
Directors did not increase the share capital on the basis of
this authorization. The authorization expired on March 30,
2006 following the new authorization granted by the Annual
General Meeting 2006.
At the Annual General Meeting held on March 30, 2006 Nokia
shareholders authorized the Board of Directors to decide on an
increase of the share capital by a maximum of
EUR 48 540 000 within one year from the
resolution of the Annual General Meeting. The increase of the
share capital may consist of one or more issues offering a
maximum of 809 000 000 new shares with a par value of
EUR 0.06 each. The share capital may be increased in deviation
from the shareholders pre-emptive rights for share
subscription provided that from the companys perspective
important financial grounds exist such as financing or carrying
out of an acquisition or another arrangement or granting
incentives to selected members of the personnel. In 2006, the
Board of Directors did not increase the share capital on the
basis of this authorization. The authorization is effective
until March 30, 2007.
F-40
Notes to the Consolidated Financial Statements (Continued)
22. The shares of the Parent Company (Continued)
At the end of 2006, the Board of Directors had no other
authorizations to issue shares, convertible bonds, warrants or
stock options.
Other authorizations
At the Annual General Meeting held on April 7, 2005, Nokia
shareholders authorized the Board of Directors to repurchase a
maximum of 443 200 000 Nokia shares. In 2006 Nokia
repurchased 84 880 000 Nokia shares on the basis of
this authorization. The authorization expired on March 30,
2006 following the new authorization granted by the Annual
General Meeting 2006.
At the Annual General Meeting held on March 30, 2006, Nokia
shareholders authorized the Board of Directors to repurchase a
maximum of 405 million Nokia shares, representing less than
10% of the share capital and the total voting rights, and to
resolve on the transfer of a maximum of 405 million Nokia
shares. In 2006, Nokia repurchased a total of
126 960 000 shares under this buy-back authorization,
as a result of which the unused authorization amounted to
278 040 000 shares on December 31, 2006. In
2006, a total of 2 236 479 shares were
transferred under the authorization to transfer shares. The
shares may be repurchased under the buy-back authorization in
order to carry out the companys stock repurchase plan. In
addition, shares may be repurchased in order to develop the
capital structure of the company, to finance or carry out
acquisitions or other arrangements, to settle the companys
equity-based incentive plans, to be transferred for other
purposes, or to be cancelled. The authorization to transfer the
shares may be carried out pursuant to terms determined by the
Board in connection with acquisitions or in other arrangements
or for incentive purposes to selected members of the personnel.
The Board may resolve to transfer the shares in another
proportion than that of the shareholders pre-emptive
rights to the companys shares, provided that from the
companys perspective important financial grounds exist for
such transfer. These authorizations are effective until
March 30, 2007.
Authorizations proposed to the Annual General Meeting 2007
Pursuant to the announcement on January 25, 2007, the Board
of Directors will propose to the Annual General Meeting
convening on May 3, 2007 that the Annual General Meeting
authorize the Board of Directors to issue a maximum of
800 million shares through issuance of shares or special
rights entitling to shares (including stock options) in one or
more issues. The Board may issue either new shares or shares
held by the company. It is proposed that the authorization be
effective until June 30, 2010.
Further, the Board of Directors will propose to the Annual
General Meeting that the Annual General Meeting authorize the
Board of Directors to repurchase a maximum of 380 million
Nokia shares by using funds in the unrestricted
shareholders equity. The proposed amount of shares
corresponds to less than 10% of all shares of the company. It is
proposed that the authorization be effective until June 30,
2008.
23. Share-based payment
The Group has several equity-based incentive programs for
employees. The programs include performance share plans, stock
option plans and restricted share plans. Both executives and
employees participate in these programs.
The equity-based incentive grants are generally forfeited, if
the employment relationship with the Group terminates, and they
are conditional upon the fulfillment of such performance,
service and other conditions, as determined in the relevant plan
rules.
F-41
Notes to the Consolidated Financial Statements (Continued)
23. Share-based payment (Continued)
Stock options
Nokias outstanding global stock option plans were approved
by the Annual General Meetings in the year when each plan was
launched, i.e., in 2001, 2003 and 2005.
Each stock option entitles the holder to subscribe for one new
Nokia share. Under the 2001 stock option plan, the stock options
are transferable by the participants. Under the 2003 and 2005
plans, the stock options are non-transferable. All of the stock
options have a vesting schedule with a 25% vesting one year
after grant and quarterly vesting thereafter, as specified in
the table below. The stock options granted under the plans
generally have a term of five years. The Group determines the
compensation expense for the Global plans on a straight-line
basis over the vesting period for each quarterly lot.
The determination of the exercise prices follows the rule
approved by the Annual General Meeting for each plan. The
exercise prices are determined at the time of the grant, on a
quarterly basis equalling the trade volume weighted average
price of a Nokia share on the Helsinki Stock Exchange during the
trading days of the first whole week of the second month (i.e.
February, May, August or November) of the respective calendar
quarter following the approval of the award.
The exercises based on the stock options issued under the 2001,
2003 and 2005 stock option plans are settled with newly issued
Nokia shares which entitle the holder to a dividend for the
financial year in which the subscription occurs. Other
shareholder rights commence on the date on which the shares
subscribed for are registered with the Finnish Trade Register.
Pursuant to the stock options issued, an aggregate maximum
number of 91 656 401 new Nokia shares may be
subscribed for, representing EUR 5 499 384 of the
share capital and approximately 2.3% of the total number of
votes at December 31, 2006. During 2006 the exercise of
3 046 079 options resulted in the issuance of
3 046 079 new shares and an increase of the share
capital of the parent company of EUR 182 765.
There were no other stock options or convertible bonds
outstanding as of December 31, 2006, which upon exercise
would result in an increase of the share capital of the parent
company.
Outstanding global stock option plans of the Group,
December 31, 2006
The table below sets forth certain information relating to the
stock options outstanding at December 31, 2006.
F-42
Notes to the Consolidated Financial Statements (Continued)
23. Share-based payment (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vesting status | |
|
|
|
|
|
|
Stock | |
|
Number | |
|
|
|
(as percentage | |
|
Exercise period |
|
Exercise | |
Plan |
|
options | |
|
of partici- | |
|
|
|
of total number | |
|
|
|
price/ | |
(year of |
|
out- | |
|
pants | |
|
Option (sub) | |
|
of stock options | |
|
First vest |
|
Last vest |
|
Expiry |
|
share | |
launch) |
|
standing | |
|
(approx.) | |
|
category | |
|
outstanding) | |
|
date |
|
date |
|
date |
|
EUR | |
|
|
| |
|
| |
|
| |
|
| |
|
|
|
|
|
|
|
| |
2001
(1),(2)
|
|
|
44 978 614 |
|
|
|
24 000 |
|
|
|
2001A+B |
|
|
|
Expired |
|
|
July 1, 2002 |
|
July 1, 2005 |
|
December 31, 2006 |
|
|
36.75 |
|
|
|
|
|
|
|
|
|
|
|
|
2001C3Q/01 |
|
|
|
Expired |
|
|
October 1, 2002 |
|
October 3, 2005 |
|
December 31, 2006 |
|
|
20.61 |
|
|
|
|
|
|
|
|
|
|
|
|
2001C4Q/01 |
|
|
|
Expired |
|
|
January 2, 2003 |
|
January 2, 2006 |
|
December 31, 2006 |
|
|
26.67 |
|
|
|
|
|
|
|
|
|
|
|
|
2001C1Q/02 |
|
|
|
100.00 |
|
|
April 1, 2003 |
|
April 3, 2006 |
|
December 31, 2007 |
|
|
26.06 |
|
|
|
|
|
|
|
|
|
|
|
|
2001C3Q/02 |
|
|
|
100.00 |
|
|
October 1, 2003 |
|
October 2, 2006 |
|
December 31, 2007 |
|
|
12.99 |
|
|
|
|
|
|
|
|
|
|
|
|
2001C4Q/02 |
|
|
|
93.75 |
|
|
January 2, 2004 |
|
January 2, 2007 |
|
December 31, 2007 |
|
|
16.86 |
|
|
|
|
|
|
|
|
|
|
|
|
2002A+B |
|
|
|
100.00 |
|
|
July 1, 2003 |
|
July 3, 2006 |
|
December 31, 2007 |
|
|
17.89 |
|
2003
(2)
|
|
|
29 255 968 |
|
|
|
19 000 |
|
|
|
2003 2Q |
|
|
|
81.25 |
|
|
July 1, 2004 |
|
July 2, 2007 |
|
December 31, 2008 |
|
|
14.95 |
|
|
|
|
|
|
|
|
|
|
|
|
2003 3Q |
|
|
|
75.00 |
|
|
October 1, 2004 |
|
October 1, 2007 |
|
December 31, 2008 |
|
|
12.71 |
|
|
|
|
|
|
|
|
|
|
|
|
2003 4Q |
|
|
|
68.75 |
|
|
January 3, 2005 |
|
January 2, 2008 |
|
December 31, 2008 |
|
|
15.05 |
|
|
|
|
|
|
|
|
|
|
|
|
2004 2Q |
|
|
|
56.25 |
|
|
July 1, 2005 |
|
July 1, 2008 |
|
December 31, 2009 |
|
|
11.79 |
|
|
|
|
|
|
|
|
|
|
|
|
2004 3Q |
|
|
|
50.00 |
|
|
October 3, 2005 |
|
October 1, 2008 |
|
December 31, 2009 |
|
|
9.44 |
|
|
|
|
|
|
|
|
|
|
|
|
2004 4Q |
|
|
|
43.75 |
|
|
January 2, 2006 |
|
January 2, 2009 |
|
December 31, 2009 |
|
|
12.35 |
|
2005
(2)
|
|
|
17 421 819 |
|
|
|
5 000 |
|
|
|
2005 2Q |
|
|
|
31.25 |
|
|
July 1, 2006 |
|
July 1, 2009 |
|
December 31, 2010 |
|
|
12.79 |
|
|
|
|
|
|
|
|
|
|
|
|
2005 3Q |
|
|
|
25.00 |
|
|
October 1, 2006 |
|
October 1, 2009 |
|
December 31, 2010 |
|
|
13.09 |
|
|
|
|
|
|
|
|
|
|
|
|
2005 4Q |
|
|
|
0.00 |
|
|
January 1, 2007 |
|
January 1, 2010 |
|
December 31, 2010 |
|
|
14.48 |
|
|
|
|
|
|
|
|
|
|
|
|
2006 1Q |
|
|
|
0.00 |
|
|
April 1, 2007 |
|
April 1, 2010 |
|
December 31, 2011 |
|
|
14.99 |
|
|
|
|
|
|
|
|
|
|
|
|
2006 2Q |
|
|
|
0.00 |
|
|
July 1, 2007 |
|
July 1, 2010 |
|
December 31, 2011 |
|
|
18.02 |
|
|
|
|
|
|
|
|
|
|
|
|
2006 3Q |
|
|
|
0.00 |
|
|
October 1, 2007 |
|
October 1, 2010 |
|
December 31, 2011 |
|
|
15.37 |
|
|
|
|
|
|
|
|
|
|
|
|
2006 4Q |
|
|
|
0.00 |
|
|
January 1, 2008 |
|
January 1, 2011 |
|
December 31, 2011 |
|
|
15.38 |
|
|
|
(1) |
The stock options under the 2001 plan are listed on the Helsinki
Stock Exchange. |
|
(2) |
The Groups current global stock option plans have a
vesting schedule with 25% vesting one year after grant, and
quarterly vesting thereafter, each of the quarterly lots
representing 6.25% of the total grant. The grants vest fully in
four years. |
Other employee equity plans
In addition to the global equity plans described above, the
Group has equity plans for Nokia acquired businesses or
employees in the United States or Canada, under which
participants can receive Nokia ADSs. These equity plans do not
result in an increase in the share capital of Nokia. In 2006, a
new such plan was launched, under which performance shares,
stock options and restricted shares can be granted, resulting to
transfer of existing ordinary shares or Nokia ADSs.
On the basis of these stock option plans the Group had
1.6 million stock options outstanding on December 31,
2006. Each stock option entitles the holder to receive the same
amount of Nokia ADSs. The average exercise price of stock
options under these plans is USD 17.48. These stock options
are included in the table below.
Treasury shares are acquired by the Group to meet its
obligations under employee stock compensation plans in the US
and Canada. When treasury shares are issued on exercise of stock
options any gain or loss is recognized in share issue premium.
F-43
Notes to the Consolidated Financial Statements (Continued)
23. Share-based payment (Continued)
Total stock options outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of | |
|
Weighted average | |
|
Weighted average | |
|
Aggregate intrinsic | |
|
|
shares | |
|
exercise price | |
|
share price | |
|
value | |
|
|
| |
|
| |
|
| |
|
| |
|
|
|
|
EUR | |
|
EUR | |
|
EURm | |
Shares under option at
December 31, 2003
|
|
|
238 993 617 |
|
|
|
27.90 |
|
|
|
|
|
|
|
10 |
|
Granted
|
|
|
7 172 424 |
|
|
|
11.88 |
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
781 338 |
|
|
|
8.33 |
|
|
|
12.49 |
|
|
|
3 |
|
Forfeited
|
|
|
4 733 995 |
|
|
|
19.55 |
|
|
|
|
|
|
|
|
|
Expired
|
|
|
97 693 392 |
|
|
|
33.99 |
|
|
|
|
|
|
|
|
|
|
Shares under option at
December 31, 2004
|
|
|
142 957 316 |
|
|
|
23.29 |
|
|
|
|
|
|
|
3 |
|
Granted
|
|
|
8 552 160 |
|
|
|
12.82 |
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
724 796 |
|
|
|
10.94 |
|
|
|
13.42 |
|
|
|
2 |
|
Forfeited
|
|
|
5 052 794 |
|
|
|
17.86 |
|
|
|
|
|
|
|
|
|
|
Shares under option at
December 31, 2005
|
|
|
145 731 886 |
|
|
|
22.97 |
|
|
|
|
|
|
|
61 |
|
Granted(1)
|
|
|
11 421 939 |
|
|
|
16.79 |
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
3 302 437 |
|
|
|
13.71 |
|
|
|
16.70 |
|
|
|
10 |
|
Forfeited
|
|
|
2 888 474 |
|
|
|
15.11 |
|
|
|
|
|
|
|
|
|
Expired
|
|
|
57 677 685 |
|
|
|
33.44 |
|
|
|
|
|
|
|
|
|
|
Shares under option at
December 31, 2006
|
|
|
93 285 229 |
|
|
|
16.28 |
|
|
|
|
|
|
|
63 |
|
|
Options exercisable at
December 31, 2004 (shares)
|
|
|
83 667 122 |
|
|
|
26.18 |
|
|
|
|
|
|
|
3 |
|
Options exercisable at
December 31, 2005 (shares)
|
|
|
112 095 407 |
|
|
|
25.33 |
|
|
|
|
|
|
|
17 |
|
Options exercisable at
December 31, 2006 (shares)
|
|
|
69 721 916 |
|
|
|
16.65 |
|
|
|
|
|
|
|
32 |
|
|
|
(1) |
Includes options converted in acquisitions. |
The weighted average grant date fair value of options granted
was EUR 3.65 in 2006, EUR 2.45 in 2005 and
EUR 2.59 in 2004.
The options outstanding by range of exercise price at
December 31, 2006 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options outstanding | |
|
Vested options outstanding | |
|
|
| |
|
| |
|
|
|
|
|
|
Weighted | |
|
|
|
|
|
|
Weighted average | |
|
|
|
|
|
average | |
|
Weighted | |
|
|
|
|
remaining | |
|
|
|
|
|
remaining | |
|
average | |
Exercise prices |
|
Number of | |
|
contractual life in | |
|
Weighted average | |
|
Number of | |
|
contractual | |
|
exercise price | |
EUR |
|
shares | |
|
years | |
|
exercise price EUR | |
|
shares | |
|
life in years | |
|
EUR | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
0.68 - 11.79
|
|
|
6 407 858 |
|
|
|
3.68 |
|
|
|
10.98 |
|
|
|
3 302 237 |
|
|
|
3.32 |
|
|
|
11.01 |
|
12.06 - 14.86
|
|
|
8 132 229 |
|
|
|
3.95 |
|
|
|
12.84 |
|
|
|
2 595 071 |
|
|
|
3.68 |
|
|
|
12.80 |
|
14.95 - 17.87
|
|
|
24 150 595 |
|
|
|
2.06 |
|
|
|
14.96 |
|
|
|
18 790 492 |
|
|
|
2.00 |
|
|
|
14.96 |
|
17.89
|
|
|
44 643 161 |
|
|
|
1.00 |
|
|
|
17.89 |
|
|
|
44 555 120 |
|
|
|
1.00 |
|
|
|
17.89 |
|
18.02 - 42.85
|
|
|
9 951 386 |
|
|
|
4.90 |
|
|
|
18.47 |
|
|
|
478 996 |
|
|
|
2.90 |
|
|
|
27.38 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
93 285 229 |
|
|
|
|
|
|
|
|
|
|
|
69 721 916 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-44
Notes to the Consolidated Financial Statements (Continued)
23. Share-based payment (Continued)
Nokia calculates the fair value of options using the Black
Scholes model. The fair value of the stock options is estimated
at the grant date using the following assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
Weighted average expected dividend yield
|
|
|
2.08% |
|
|
|
2.50% |
|
|
|
2.44% |
|
Weighted average expected volatility
|
|
|
24.09% |
|
|
|
25.92% |
|
|
|
33.00% |
|
Risk-free interest rate
|
|
|
2.86% - 3.75% |
|
|
|
2.16% - 3.09% |
|
|
|
2.24% - 4.22% |
|
Weighted average risk-free interest rate
|
|
|
3.62% |
|
|
|
2.60% |
|
|
|
3.07% |
|
Expected life (years)
|
|
|
3.60 |
|
|
|
3.59 |
|
|
|
3.20 |
|
Weighted average share price
|
|
|
17.84 |
|
|
|
13.20 |
|
|
|
11.84 |
|
Expected term of stock options is estimated by observing general
option holder behaviour and actual historical terms of Nokia
stock option plans.
Expected volatility has been set by reference to the implied
volatility of options available on Nokia shares in the open
market and in light of historical patterns of volatility.
Performance shares
The Group has granted performance shares under the Global Plans
2004, 2005 and 2006, which have been approved by the Board of
Directors. A valid authorization from the Annual General Meeting
is required, when the plans are settled using the Nokias
newly issued shares or transfer of existing treasury shares. The
Group may also settle the plans using Nokia shares purchased on
the open market or instead of shares cash settlement. The Group
introduced performance shares in 2004 as the main element to its
broad-based equity compensation program, to further emphasize
the performance element in employees long-term incentives.
The performance shares represent a commitment by the Company to
deliver Nokia shares to employees at a future point in time,
subject to the Groups fulfillment of pre-defined
performance criteria. No performance shares will vest unless the
Groups performance reaches the threshold level of at least
one of the two independent, pre-defined performance criteria.
For performance between the threshold and maximum performance
levels the settlement follows a linear scale. Performance
exceeding the maximum criteria does not increase the number of
shares vesting. The maximum number of performance shares
(Maximum Number) equals four times the number of performance
shares originally granted (Threshold Number). The criteria are
calculated based on the Groups Average Annual Net Sales
Growth target for the performance period of the plan and basic
Earnings per Share (EPS) target at the end of the
performance period. For the 2004 plan the performance period
consists of the fiscal years 2004 through 2007 and for the 2005
plan the years 2005 through 2008 and for the 2006 plan the years
2006 through 2008. In 2004 and 2005 plans, separate EPS
threshold and maximum levels have been determined for interim
measurement period and the final performance period.
For both the 2004 and 2005 plans, if either of the required
performance levels is achieved, the first settlement will take
place after the two year interim measurement period and is
limited to a maximum vesting equal to the Threshold Number. The
second and final settlement, if any, will be after the close of
the four year performance period. Any settlement made after the
Interim Measurement Period, will be deducted from the final
settlement after the full Performance Period.
The 2006 plan has a performance period of three years with no
interim measurement period. No performance shares will vest
unless the Groups performance reaches the threshold level
of at least one of the two independent, pre-defined performance
criteria.
Until the Nokia shares are transferred and delivered, the
recipients will not have any shareholder rights, such as voting
or dividend rights associated with the performance shares.
F-45
Notes to the Consolidated Financial Statements (Continued)
23. Share-based payment (Continued)
The following table summarizes our 2004, 2005 and 2006 global
performance share plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance | |
|
Number of | |
|
Interim | |
|
|
|
|
|
|
|
|
shares | |
|
participants | |
|
measurement | |
|
Performance | |
|
1st (interim) | |
|
2nd (final) | |
Plan |
|
outstanding | |
|
(approx.) | |
|
period | |
|
period | |
|
settlement | |
|
settlement | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
2004
|
|
|
3 449 502 |
|
|
|
11 000 |
|
|
|
2004-2005 |
|
|
|
2004-2007 |
|
|
|
2006 |
|
|
|
2008 |
|
2005
|
|
|
4 107 301 |
|
|
|
12 000 |
|
|
|
2005-2006 |
|
|
|
2005-2008 |
|
|
|
2007 |
|
|
|
2009 |
|
2006
|
|
|
4 755 186 |
|
|
|
13 000 |
|
|
|
N/A |
|
|
|
2006-2008 |
|
|
|
N/A |
|
|
|
2009 |
|
The following table sets forth the performance criteria of each
global performance share plan, as well as the potential number
of performance shares vesting if performance criteria are met:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Threshold Performance |
|
Maximum Performance |
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Annual |
|
|
|
Average Annual |
Plan |
|
|
|
EPS(1) |
|
Net Sales Growth(1) |
|
EPS(1) |
|
Net Sales Growth(1) |
|
|
|
|
|
|
|
|
|
|
|
2004
|
|
Interim measurement |
|
0.80 |
|
4% |
|
0.94 |
|
16% |
|
|
Performance period |
|
0.84 |
|
4% |
|
1.18 |
|
16% |
|
|
Number of shares
vesting(2) |
|
1.72 million |
|
1.72 million |
|
6.90 million |
|
6.90 million |
2005
|
|
Interim measurement |
|
0.75 |
|
3% |
|
0.96 |
|
12% |
|
|
Performance period |
|
0.82 |
|
3% |
|
1.33 |
|
12% |
|
|
Number of shares
vesting(2) |
|
2.05 million |
|
2.05 million |
|
8.21 million |
|
8.21 million |
2006
|
|
Performance period |
|
0.96 |
|
5% |
|
1.41 |
|
20% |
|
|
Number of shares
vesting(2) |
|
2.38 million |
|
2.38 million |
|
9.51 million |
|
9.51 million |
|
|
(1) |
Both the EPS and Average Annual Net Sales Growth criteria have
an equal weight of 50%. |
|
(2) |
A performance share represents the grant at threshold. At
maximum performance, the settlement amounts to four times the
number of performance shares originally granted at threshold. |
The table below sets forth certain information relating to the
performance shares outstanding at December 31, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted | |
|
|
|
|
|
|
Number of | |
|
average | |
|
Weighted average | |
|
Aggregate | |
|
|
performance | |
|
grant date | |
|
remaining | |
|
intrinsic | |
|
|
shares at | |
|
fair value | |
|
contractual | |
|
value | |
|
|
threshold | |
|
EUR (1) | |
|
term (years) | |
|
EURm(2) | |
|
|
| |
|
| |
|
| |
|
| |
Performance shares at January 1, 2005
|
|
|
3 910 840 |
|
|
|
10.58 |
|
|
|
3.25 |
|
|
|
91 |
|
Granted
|
|
|
4 469 219 |
|
|
|
11.86 |
|
|
|
3.74 |
|
|
|
|
|
Forfeited
|
|
|
337 242 |
|
|
|
10.74 |
|
|
|
3.88 |
|
|
|
|
|
Performance shares at December 31, 2005
|
|
|
8 042 817 |
|
|
|
11.28 |
|
|
|
2.79 |
|
|
|
344 |
|
Granted(3)
|
|
|
5 140 736 |
|
|
|
14.83 |
|
|
|
2.48 |
|
|
|
|
|
Forfeited
|
|
|
569 164 |
|
|
|
12.30 |
|
|
|
1.34 |
|
|
|
|
|
Performance shares at December 31,
2006(4)
|
|
|
12 614 389 |
|
|
|
12.93 |
|
|
|
1.91 |
|
|
|
557 |
|
|
|
(1) |
The fair value of performance shares is estimated based on the
grant date market price of the Companys share less the
present value of dividends expected to be paid during the
vesting period. |
|
(2) |
The aggregate intrinsic value reflects managements
estimate of the number of shares expected to vest. |
F-46
Notes to the Consolidated Financial Statements (Continued)
23. Share-based payment (Continued)
|
|
(3) |
Includes a minor number of performance shares granted under
other employee equity plans than the global plans. |
|
(4) |
Based on the performance of the Group during the Interim
Measurement Period 2004-2005, under the 2004 Performance Share
Plan, both performance criteria were met. Hence,
3 595 339 Nokia shares equalling the threshold number
were delivered in 2006 with an intrinsic value of
EUR 66 million. The performance shares related to the
interim settlement of the 2004 Performance Share Plan are
included in the number of performance shares outstanding at
December 31, 2006 as these performance shares will remain
outstanding until the final settlement in 2008. The final
payout, in 2008, if any, will be adjusted by the shares
delivered based on the Interim Measurement Period. |
Based on the performance of the Group during the Interim
Measurement Period 2005-2006, under the 2005 Performance Share
Plan, both performance criteria were met. Hence 4.1 million
Nokia shares equalling the threshold number are expected to vest
in 2007. The shares will vest as of the date of the Annual
General Meeting on May 3, 2007.
Restricted shares
Since 2003, the Group has granted restricted shares to recruit,
retain, reward and motivate selected high potential employees,
who are critical to the future success of the Group. The
restricted share plans 2003, 2004, 2005 and 2006 have been
approved by the Board of Directors. A valid authorization from
the Annual General Meeting is required, when the plans are
settled using the Companys newly issued shares or transfer
of existing own shares. The Group may also settle the plans by
using Nokia shares purchased on the open market or by using cash
settlement. All of our restricted share grants have a
restriction period of three years after grant, after which
period the granted shares will vest.
As soon as practicable after vesting, the Nokia shares are
delivered to the recipients. Until the Nokia shares are
delivered, the recipients will not have any shareholder rights,
such as voting or dividend rights associated with the restricted
shares.
The table below gives certain information relating to the
restricted shares outstanding as at December 31, 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted | |
|
|
|
|
|
|
Weighted | |
|
average | |
|
|
|
|
|
|
average | |
|
remaining | |
|
Aggregate | |
|
|
Number of | |
|
grant date | |
|
contractual | |
|
intrinsic | |
|
|
Restricted | |
|
fair value | |
|
term | |
|
value | |
|
|
Shares | |
|
EUR (1) | |
|
(years) | |
|
EURm | |
|
|
| |
|
| |
|
| |
|
| |
Restricted Shares at December 31, 2004
|
|
|
2 319 430 |
|
|
|
11.55 |
|
|
|
2.06 |
|
|
|
27 |
|
Granted
|
|
|
3 016 746 |
|
|
|
12.14 |
|
|
|
2.76 |
|
|
|
|
|
Forfeited
|
|
|
150 500 |
|
|
|
14.31 |
|
|
|
0.74 |
|
|
|
|
|
Restricted Shares at December 31, 2005
|
|
|
5 185 676 |
|
|
|
11.59 |
|
|
|
2.06 |
|
|
|
80 |
|
Granted(2)
|
|
|
1 669 050 |
|
|
|
14.71 |
|
|
|
2.65 |
|
|
|
|
|
Forfeited
|
|
|
455 100 |
|
|
|
12.20 |
|
|
|
0.87 |
|
|
|
|
|
Vested
|
|
|
334 750 |
|
|
|
12.33 |
|
|
|
0.00 |
|
|
|
5 |
|
Restricted Shares at December 31, 2006
|
|
|
6 064 876 |
|
|
|
12.27 |
|
|
|
1.69 |
|
|
|
94 |
|
|
|
(1) |
The fair value of restricted shares is estimated based on the
grant date market price of the Companys share less the
present value of dividends expected to be paid during the
vesting period. |
F-47
Notes to the Consolidated Financial Statements (Continued)
23. Share-based payment (Continued)
|
|
(2) |
Includes a minor number of restricted shares granted under other
employee equity plans than the global plans. |
Other equity plans for employees
The Group also sponsors other immaterial equity plans for
employees which do not increase the share capital at Nokia.
Total compensation cost related to all unvested equity-based
incentive awards
As of December 31, 2006, there was
EUR 279 million of total deferred compensation cost
related to unvested share-based compensation arrangements
granted under the companys plans. That cost is expected to
be recognized over a weighted average period of 2.04 years.
The total fair value of shares vested during the years ended
December 31, 2006, 2005 and 2004 was
EUR 81 million, EUR 30 million and
EUR 32 million, respectively.
24. Distributable earnings
|
|
|
|
|
|
|
2006 | |
|
|
| |
|
|
EURm | |
Retained earnings
|
|
|
11 123 |
|
Translation differences (distributable earnings)
|
|
|
(282 |
) |
Treasury shares
|
|
|
(2 060 |
) |
Other non-distributable items:
|
|
|
|
|
Portion of untaxed reserves
|
|
|
115 |
|
|
|
|
|
Distributable earnings December 31
|
|
|
8 896 |
|
|
|
|
|
Retained earnings under IFRS and Finnish Accounting Standards
(FAS) are substantially the same. Distributable earnings
are calculated based on Finnish legislation.
25. Long-term liabilities
Long-term loans are repayable as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repayment | |
|
|
|
|
Outstanding | |
|
date beyond | |
|
Outstanding | |
|
|
December 31, 2006 | |
|
5 years | |
|
December 31, 2005 | |
|
|
| |
|
| |
|
| |
|
|
EURm | |
|
EURm | |
|
EURm | |
Long-term interest-bearing liabilities
|
|
|
69 |
|
|
|
69 |
|
|
|
21 |
|
Other long-term liabilities
|
|
|
122 |
|
|
|
122 |
|
|
|
96 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
191 |
|
|
|
191 |
|
|
|
117 |
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities
|
|
|
205 |
|
|
|
|
|
|
|
151 |
|
|
|
|
|
|
|
|
|
|
|
Total long-term liabilities
|
|
|
396 |
|
|
|
|
|
|
|
268 |
|
|
|
|
|
|
|
|
|
|
|
The long-term liabilities, excluding deferred tax liabilities as
of December 31, 2006, all mature in more than 5 years.
The currency mix of the Group long-term liabilities at
December 31, 2006 was as follows:
F-48
Notes to the Consolidated Financial Statements (Continued)
26. Deferred taxes
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
|
EURm | |
|
EURm | |
Deferred tax assets:
|
|
|
|
|
|
|
|
|
|
Intercompany profit in inventory
|
|
|
34 |
|
|
|
49 |
|
|
Tax losses carried forward
|
|
|
41 |
|
|
|
7 |
|
|
Warranty
provision(1)
|
|
|
134 |
|
|
|
151 |
|
|
Other
provisions(1)
|
|
|
253 |
|
|
|
280 |
|
|
Fair value gain/losses
|
|
|
|
|
|
|
43 |
|
|
Depreciation differences and untaxed reserves
|
|
|
104 |
|
|
|
88 |
|
|
Other temporary
differences(2)
|
|
|
243 |
|
|
|
228 |
|
|
|
|
|
|
|
|
Total deferred tax assets
|
|
|
809 |
|
|
|
846 |
|
|
|
|
|
|
|
|
Deferred tax liabilities:
|
|
|
|
|
|
|
|
|
|
Depreciation differences and untaxed reserves
|
|
|
(23 |
) |
|
|
(24 |
) |
|
Fair value gains/losses
|
|
|
(16 |
) |
|
|
|
|
|
Undistributed earnings
|
|
|
(65 |
) |
|
|
(68 |
) |
|
Other temporary differences
|
|
|
(101 |
) |
|
|
(59 |
) |
|
|
|
|
|
|
|
Total deferred tax liabilities
|
|
|
(205 |
) |
|
|
(151 |
) |
|
|
|
|
|
|
|
Net deferred tax asset
|
|
|
604 |
|
|
|
695 |
|
|
|
|
|
|
|
|
The tax charged to shareholders equity is as follows:
|
|
|
|
|
|
|
|
|
Fair value and other reserves, fair value gains/losses and
excess tax benefit on share-based compensation
|
|
|
(43 |
) |
|
|
93 |
|
|
|
(1) |
Deferred tax assets have been increased in all periods presented
by EUR 154 million for recognition of certain
additional items relating to periods prior to 2002. See
Note 1. |
|
(2) |
In 2006, other temporary differences include deferred tax of
EUR 70 million arising from share-based compensation. |
At December 31, 2006, the Group had loss carryforwards,
primarily attributable to foreign subsidiaries of
EUR 143 million (EUR 92 million in 2005 and
EUR 105 million in 2004), most of which will expire
between 2007 and 2025.
At December 31, 2006 the Group had loss carry forwards of
EUR 24 million (EUR 71 million in 2005) for
which no deferred tax asset was recognized due to uncertainty of
utilization of these loss carry forwards. These loss carry
forwards will expire in years 2007 through 2012.
27. Short-term borrowings
Short-term borrowings consist primarily of borrowings from banks
denominated in different foreign currencies. The weighted
average interest rate at December 31, 2006 was 8.20% (4.68%
at December 31, 2005).
F-49
Notes to the Consolidated Financial Statements (Continued)
28. Accrued expenses
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
|
EURm | |
|
EURm | |
Social security, VAT and other taxes
|
|
|
966 |
|
|
|
790 |
|
Wages and salaries
|
|
|
250 |
|
|
|
231 |
|
Advance payments
|
|
|
303 |
|
|
|
268 |
|
Other
|
|
|
2 277 |
|
|
|
2 031 |
|
|
|
|
|
|
|
|
Total
|
|
|
3 796 |
|
|
|
3 320 |
|
|
|
|
|
|
|
|
Other operating expense accruals include various amounts which
are individually insignificant.
29. Provisions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IPR | |
|
|
|
|
|
|
|
|
Warranty | |
|
infringements | |
|
Tax | |
|
Other | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
EURm | |
|
EURm | |
|
EURm | |
|
EURm | |
|
EURm | |
At December 31, 2005
|
|
|
1 181 |
|
|
|
396 |
|
|
|
386 |
|
|
|
516 |
|
|
|
2 479 |
|
Exchange differences
|
|
|
(11 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11 |
) |
Additional provisions
|
|
|
894 |
|
|
|
179 |
|
|
|
65 |
|
|
|
262 |
|
|
|
1 400 |
|
Changes in estimates
|
|
|
(105 |
) |
|
|
(72 |
) |
|
|
(49 |
) |
|
|
(101 |
) |
|
|
(327 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charged to profit and loss account
|
|
|
789 |
|
|
|
107 |
|
|
|
16 |
|
|
|
161 |
|
|
|
1 073 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Utilized during year
|
|
|
(761 |
) |
|
|
(219 |
) |
|
|
|
|
|
|
(175 |
) |
|
|
(1 155 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2006
|
|
|
1 198 |
|
|
|
284 |
|
|
|
402 |
|
|
|
502 |
|
|
|
2 386 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
|
|
|
|
|
|
|
| |
|
| |
|
|
|
|
|
|
|
|
EURm | |
|
EURm | |
Analysis of total provisions at December 31: |
|
|
|
|
|
|
|
|
Non-current |
|
|
690 |
|
|
|
788 |
|
Current |
|
|
1 696 |
|
|
|
1 691 |
|
The IPR provision is based on estimated future settlements
for asserted and unasserted past IPR infringements. Final
resolution of IPR claims generally occurs over several periods.
This results in varying usage of the provision year to year. In
2006, usage of the provision includes an amount of
EUR 208 million that was released against the
settlement to InterDigital Communications Corporation.
The timing of outflows related to tax provisions is inherently
uncertain. Outflows for the warranty provision are generally
expected to occur within the next 18 months.
Other provisions include provisions for non-cancelable purchase
commitments, provision for pension and other social costs on
share-based awards and provision for losses on projects in
progress.
F-50
Notes to the Consolidated Financial Statements (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 | |
|
2004 | |
|
|
2006 | |
|
As revised | |
|
As revised | |
|
|
| |
|
| |
|
| |
Numerator (EURm)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic/Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit attributable to equity holders of the parent
|
|
|
4 306 |
|
|
|
3 616 |
|
|
|
3 192 |
|
|
|
|
|
|
|
|
|
|
|
Denominator (000s Shares)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares
|
|
|
4 062 833 |
|
|
|
4 365 547 |
|
|
|
4 593 196 |
|
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
stock options, restricted shares and performance shares
|
|
|
23 696 |
|
|
|
5 692 |
|
|
|
7 141 |
|
|
|
|
|
|
|
|
|
|
|
|
Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted weighted average shares and assumed conversions
|
|
|
4 086 529 |
|
|
|
4 371 239 |
|
|
|
4 600 337 |
|
|
|
|
|
|
|
|
|
|
|
Under IAS 33, basic earnings per share is computed using
the weighted average number of shares outstanding during the
period. Diluted earnings per share is computed using the
weighted average number of shares outstanding during the period
plus the dilutive effect of stock options, restricted shares and
performance shares outstanding during the period.
31. Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
|
EURm | |
|
EURm | |
Collateral for our own commitments
|
|
|
|
|
|
|
|
|
Property under mortgages
|
|
|
18 |
|
|
|
18 |
|
Assets pledged
|
|
|
27 |
|
|
|
10 |
|
Contingent liabilities on behalf of Group companies
|
|
|
|
|
|
|
|
|
Other guarantees
|
|
|
358 |
|
|
|
276 |
|
Collateral given on behalf of other companies
|
|
|
|
|
|
|
|
|
Securities
pledged(1)
|
|
|
|
|
|
|
|
|
Contingent liabilities on behalf of other companies
|
|
|
|
|
|
|
|
|
Financial guarantees on behalf of third
parties(1)
|
|
|
23 |
|
|
|
|
|
Other guarantees
|
|
|
2 |
|
|
|
2 |
|
Financing commitments
|
|
|
|
|
|
|
|
|
Customer finance
commitments(1)
|
|
|
164 |
|
|
|
13 |
|
Venture fund
commitments(2)
|
|
|
208 |
|
|
|
230 |
|
|
|
(1) |
See also note 37 b). |
|
(2) |
See also note 37 a). |
The amounts above represent the maximum principal amount of
commitments and contingencies.
Property under mortgages given as collateral for our own
commitments include mortgages given to the Finnish National
Board of Customs as a general indemnity of
EUR 18 million in 2006 (EUR 18 million in 2005).
Assets pledged for the Groups own commitments include
available-for-sale investments of EUR 10 million in
2006 (EUR 10 million of available-for-sale investments in
2005).
Other guarantees include guarantees of Nokias performance
of EUR 316 million in 2006 (EUR 234 million
in 2005). EUR 259 million (EUR 182 million in
2005) of these guarantees are provided to certain Networks
customers in the form of bank guarantees, standby letters of
credit
F-51
Notes to the Consolidated Financial Statements (Continued)
31. Commitments and contingencies (Continued)
and other similar instruments. These instruments entitle the
customer to claim payment as compensation for non-performance by
Nokia of its obligations under network infrastructure supply
agreements. Depending on the nature of the instrument,
compensation is payable either immediately upon request, or
subject to independent verification of nonperformance by Nokia.
Guarantees for loans and other financial commitments on behalf
of other companies of EUR 23 million in 2006 (EUR
0 million in 2005) represent guarantees relating to payment
by a certain Networks customer and other third parties
under specified loan facilities between such a customer and
other third parties and their creditors. Nokias
obligations under such guarantees are released upon the earlier
of expiration of the guarantee or payment by the customer.
Financing commitments of EUR 164 million in 2006 (EUR
13 million in 2005) are available under loan facilities
negotiated with a Networks customer. Availability of the
amounts is dependent upon the borrowers continuing
compliance with stated financial and operational covenants and
compliance with other administrative terms of the facility. The
loan facilities are primarily available to fund capital
expenditure relating to purchases of network infrastructure
equipment and services.
Venture fund commitments of EUR 208 million in 2006
(EUR 230 million in 2005) are financing commitments to
a number of funds making technology related investments. As a
limited partner in these funds Nokia is committed to capital
contributions and also entitled to cash distributions according
to respective partnership agreements.
The Group is party of routine litigation incidental to the
normal conduct of business, including, but not limited to,
several claims, suits and actions both initiated by third
parties and initiated by Nokia relating to infringements of
patents, violations of licensing arrangements and other
intellectual property related matters, as well as actions with
respect to products, contracts and securities. In the opinion of
the management outcome of and liabilities in excess of what has
been provided for related to these or other proceedings, in the
aggregate, are not likely to be material to the financial
condition or result of operations.
As of December 31, 2006, the Group had purchase commitments
of EUR 1 630 million
(EUR 1 919 million in 2005) relating to inventory
purchase obligations, primarily for purchases in 2007.
32. Leasing contracts
The Group leases office, manufacturing and warehouse space under
various non-cancellable operating leases. Certain contracts
contain renewal options for various periods of time.
F-52
Notes to the Consolidated Financial Statements (Continued)
32. Leasing contracts (Continued)
The future costs for non-cancellable leasing contracts are as
follows:
|
|
|
|
|
|
|
|
Operating | |
|
|
leases | |
|
|
| |
Leasing payments, EURm
|
|
|
|
|
|
2007
|
|
|
176 |
|
|
2008
|
|
|
135 |
|
|
2009
|
|
|
109 |
|
|
2010
|
|
|
67 |
|
|
2011
|
|
|
48 |
|
|
Thereafter
|
|
|
80 |
|
|
|
|
|
|
Total
|
|
|
615 |
|
|
|
|
|
Rental expense amounted to EUR 285 million in 2006
(EUR 262 million in 2005 and EUR 236 million in
2004).
33. Related party transactions
Nokia Pension Foundation is a separate legal entity that manages
and holds in trust the assets for the Groups Finnish
employee benefit plans; these assets do not include Nokia
shares. The Group recorded net rental expense of
EUR 2 million in 2006 (EUR 2 million in 2005
and EUR 2 million in 2004) pertaining to a
sale-leaseback transaction with the Nokia Pension Foundation
involving certain buildings and a lease of the underlying land.
At December 31, 2006, the Group had borrowings amounting to
EUR 88 million (EUR 62 million in 2005) from
Nokia Unterstützungskasse GmbH, the Groups German
pension fund, which is a separate legal entity.
There were no loans granted to the members of the Group
Executive Board and Board of Directors at December 31, 2006
or 2005.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
|
EURm | |
|
EURm | |
|
EURm | |
Transactions with associated companies
|
|
|
|
|
|
|
|
|
|
|
|
|
Share of results of associated companies
|
|
|
28 |
|
|
|
10 |
|
|
|
(26 |
) |
Dividend income
|
|
|
1 |
|
|
|
1 |
|
|
|
2 |
|
Share of shareholders equity of associated companies
|
|
|
61 |
|
|
|
33 |
|
|
|
37 |
|
Liabilities to associated companies
|
|
|
14 |
|
|
|
14 |
|
|
|
3 |
|
Management compensation
The following table sets forth the salary and cash incentive
information awarded and paid or payable by the company to the
Chief Executive Officer and President of Nokia Corporation for
fiscal
F-53
Notes to the Consolidated Financial Statements (Continued)
33. Related party transactions (Continued)
years 2004-2006 as well as the share-based compensation expense
relating to equity-based awards, expensed by the company.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
|
|
|
Cash | |
|
Share-based | |
|
|
|
Cash | |
|
Share-based | |
|
|
|
Cash | |
|
Share-based | |
|
|
Base | |
|
incentive | |
|
compensation | |
|
Base | |
|
incentive | |
|
compensation | |
|
Base | |
|
incentive | |
|
compensation | |
|
|
salary | |
|
payments | |
|
expense | |
|
salary | |
|
payments | |
|
expense | |
|
salary | |
|
payments | |
|
expense | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
EUR | |
|
EUR | |
|
EUR | |
|
EUR | |
|
EUR | |
|
EUR | |
|
EUR | |
|
EUR | |
|
EUR | |
Jorma Ollila
|
|
|
609 524 |
|
|
|
643 942 |
|
|
|
6 325 728 |
|
|
|
1 500 000 |
|
|
|
3 212 037 |
|
|
|
3 389 994 |
|
|
|
1 475 238 |
|
|
|
1 936 221 |
|
|
|
2 109 863 |
|
Chairman of the
Board(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Olli-Pekka Kallasvuo
|
|
|
898 413 |
|
|
|
664 227 |
|
|
|
2 108 197 |
|
|
|
623 524 |
|
|
|
947 742 |
|
|
|
666 313 |
|
|
|
584 000 |
|
|
|
454 150 |
|
|
|
394 979 |
|
President and
CEO(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
CEO and Chairman until June 1, 2006. |
|
(2) |
President and CEO as from June 1, 2006; and President and
COO October 1, 2005-June 1, 2006; Executive Vice
President and General Manager of Mobile Phones January 1,
2004-October 1, 2005. |
Total remuneration of the Group Executive Board awarded for the
fiscal years 2004-2006 was EUR 8 574 443 in 2006
(EUR 14 684 602 in 2005 and
EUR 13 594 942 in 2004), which consisted of base
salaries and cash incentive payments. Total share-based
compensation expense relating to equity-based awards, expensed
by the company was EUR 15 349 337 in 2006
(EUR 8 295 227 in 2005 and
EUR 4 763 545 in 2004).
Board of Directors
The following table sets forth the total annual remuneration
paid to the members of our Board of Directors, as resolved by
the Annual General Meetings in the respective years.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2006 | |
|
2005 | |
|
2005 | |
|
2004 | |
|
2004 | |
|
|
Gross | |
|
Shares | |
|
Gross | |
|
Shares | |
|
Gross | |
|
Shares | |
|
|
Annual Fee | |
|
Received | |
|
Annual Fee | |
|
Received | |
|
Annual Fee | |
|
Received | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
EUR(1) | |
|
|
|
EUR(1) | |
|
|
|
EUR(1) | |
|
|
Board of Directors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jorma
Ollila(2)
|
|
|
375 000 |
|
|
|
8 035 |
|
|
|
165 000 |
|
|
|
5 011 |
|
|
|
150 000 |
|
|
|
4 834 |
|
Chairman
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paul J. Collins
(3)
|
|
|
162 500 |
|
|
|
3 481 |
|
|
|
162 500 |
|
|
|
4 935 |
|
|
|
150 000 |
|
|
|
4 834 |
|
Vice Chairman
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Georg
Ehrnrooth(4)
|
|
|
120 000 |
|
|
|
2 570 |
|
|
|
120 000 |
|
|
|
3 644 |
|
|
|
100 000 |
|
|
|
3 223 |
|
Daniel R. Hesse
(5)
|
|
|
110 000 |
|
|
|
2 356 |
|
|
|
110 000 |
|
|
|
3 340 |
|
|
|
|
|
|
|
|
|
Dr. Bengt
Holmström(6)
|
|
|
110 000 |
|
|
|
2 356 |
|
|
|
110 000 |
|
|
|
3 340 |
|
|
|
100 000 |
|
|
|
3 223 |
|
Per
Karlsson(7)
|
|
|
135 000 |
|
|
|
2 892 |
|
|
|
135 000 |
|
|
|
4 100 |
|
|
|
125 000 |
|
|
|
4 029 |
|
Dame Marjorie
Scardino(8)
|
|
|
110 000 |
|
|
|
2 356 |
|
|
|
110 000 |
|
|
|
3 340 |
|
|
|
100 000 |
|
|
|
3 223 |
|
Keijo
Suila(9)
|
|
|
120 000 |
|
|
|
2 570 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vesa
Vainio(10)
|
|
|
120 000 |
|
|
|
2 570 |
|
|
|
120 000 |
|
|
|
3 644 |
|
|
|
100 000 |
|
|
|
3 223 |
|
(11)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Approximately 60 % of the gross annual fee is paid in cash.
Approximately 40 % is paid in Nokia shares acquired from
the market included in the table under Shares
Received.. |
|
|
(2) |
This table includes fees paid for Mr. Ollila, Chairman, for
his services as Chairman of the Board, only. |
F-54
Notes to the Consolidated Financial Statements (Continued)
33. Related party transactions (Continued)
|
|
(3) |
The 2006 and 2005 fees of Mr. Collins amounted to a total
of EUR 162 500, consisting of a fee of
EUR 137 500 for services as Vice Chairman of the Board
and EUR 25 000 for services as Chairman of the
Personnel Committee. The 2004 fee of Mr. Collins amounted
to a total of EUR 150 000, consisting of a fee of
EUR 125 000 for services as Vice Chairman of the Board
and EUR 25 000 for services as Chairman of the
Personnel Committee. |
(4) |
The 2006 and 2005 fees of Mr. Ehrnrooth amounted to a total
of EUR 120 000, consisting of a fee of
EUR 110 000 for services as a member of the Board and
EUR 10 000 for services as a member of the Audit
Committee. The 2004 fee of Mr. Ehrnrooth amounted to
EUR 100 000 for services as a member of the Board. |
(5) |
The 2006 and 2005 fees of Mr. Hesse amounted to
EUR 110 000 for services as a member of the Board. |
(6) |
The 2006 and 2005 fees of Mr. Holmström amounted to
EUR 110 000 for services as a member of the Board. The
2004 fee of Mr. Holmström amounted to
EUR 100 000 for services as a member of the Board. |
(7) |
The 2006 and 2005 fees of Mr. Karlsson amounted to a total
of EUR 135 000, consisting of a fee of
EUR 110 000 for services as a member of the Board and
EUR 25 000 for services as Chairman of the Audit
Committee. The 2004 fee of Mr. Karlsson amounted to a total
of EUR 125 000, consisting of a fee of
EUR 100 000 for services as member of the Board and
EUR 25 000 for services as Chairman of the Audit
Committee. |
(8) |
The 2006 and 2005 fees of Ms. Scardino amounted to
EUR 110 000 for services as a member of the Board. The
2004 fee of Ms. Scardino amounted to EUR 100 000
for services as a member of the Board. |
(9) |
The 2006 fee of Mr. Suila amounted to a total of
EUR 120 000, consisting of a fee of
EUR 110 000 for services as a member of the Board and
EUR 10 000 for services as a member of the Audit
Committee. Mr. Suila is a Nokia Board member since 2006. |
|
|
(10) |
The 2006 and 2005 fees of Mr. Vainio amounted to a total of
EUR 120 000, consisting of a fee of
EUR 110 000 for services as a member of the Board and
EUR 10 000 for services as a member of the Audit
Committee. The 2004 fee of Mr. Vainio amounted to
EUR 100 000 for services as a member of the Board. |
(11) |
Edouard Michelin was paid the gross annual fee of
EUR 110 000 for services as a member of the Board
prior to his accidental death in May 2006. This amount included
2 356 shares. The 2005 fee of Mr. Michelin amounted to
EUR 110 000 for services as a member of the Board,
which amount included 3 340 shares. |
(12) |
Arne Wessberg served as a member of the Board until
March 30, 2006. The 2005 fee of Mr. Wessberg amounted
to a total of EUR 120 000, consisting of a fee of
EUR 110 000 for services as a member of the Board and
EUR 10 000 for services as a member of the Audit
Committee. The total amount included 3 644 shares. The 2004
fee of Mr. Wessberg amounted to EUR 100 000 for
services as a member of the Board, which amount included
3 223 shares. |
Retirement benefits of certain Group Executive Board
Members
Jorma Ollilas service contract ended as of June 1,
2006, after which he is not eligible to receive any additional
retirement benefits from Nokia.
Olli-Pekka Kallasvuo
can, as part of his service contract, retire at the age of 60
with full retirement benefit should he be employed by Nokia at
the time. The full retirement benefit is calculated as if
Mr. Kallasvuo had continued his service with Nokia through
the statutory retirement age of 65. Hallstein Moerk, following
his arrangement with a previous employer, has also in his
current position at Nokia a retirement benefit of 65% of his
pensionable salary beginning at the age of 62. Early retirement
is possible at the age of 55 with reduced benefits. Simon
Beresford-Wylie participates in the Nokia International Employee
Benefit Plan (NIEBP). The NIEBP is a defined contribution
retirement arrangement provided to some Nokia
F-55
Notes to the Consolidated Financial Statements (Continued)
33. Related party transactions (Continued)
employees on international assignments. The contributions to
NIEBP are funded two-thirds by Nokia and one-third by the
employee. Because Mr. Beresford-Wylie also participates in the
Finnish TEL system, the company contribution to NIEBP is 1.3% of
annual earnings.
34. Notes to cash flow statement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
|
EURm | |
|
EURm | |
|
EURm | |
Adjustments for:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization (Note 10)
|
|
|
712 |
|
|
|
712 |
|
|
|
868 |
|
|
(Profit)/loss on sale of property, plant and equipment and
available-for-sale investments
|
|
|
(4 |
) |
|
|
(131 |
) |
|
|
26 |
|
|
Income taxes (Note 12)
|
|
|
1 357 |
|
|
|
1 281 |
|
|
|
1 446 |
|
|
Share of results of associated companies (Note 33)
|
|
|
(28 |
) |
|
|
(10 |
) |
|
|
26 |
|
|
Minority interest
|
|
|
60 |
|
|
|
74 |
|
|
|
67 |
|
|
Financial income and expenses (Note 11)
|
|
|
(207 |
) |
|
|
(322 |
) |
|
|
(405 |
) |
|
Impairment charges (Note 8)
|
|
|
51 |
|
|
|
66 |
|
|
|
129 |
|
|
Share-based compensation
|
|
|
192 |
|
|
|
104 |
|
|
|
62 |
|
|
Premium return
|
|
|
|
|
|
|
|
|
|
|
(160 |
) |
|
Customer financing impairment charges and reversals
|
|
|
(276 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments, total
|
|
|
1 857 |
|
|
|
1 774 |
|
|
|
2 059 |
|
|
|
|
|
|
|
|
|
|
|
Change in net working capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Increase)/decrease in short-term receivables
|
|
|
(1 770 |
) |
|
|
(896 |
) |
|
|
372 |
|
|
Decrease/(increase) in inventories
|
|
|
84 |
|
|
|
(301 |
) |
|
|
(193 |
) |
|
Increase in interest-free short-term borrowings
|
|
|
893 |
|
|
|
831 |
|
|
|
62 |
|
|
|
|
|
|
|
|
|
|
|
|
Change in net working capital
|
|
|
(793 |
) |
|
|
(366 |
) |
|
|
241 |
|
|
|
|
|
|
|
|
|
|
|
The Group did not engage in any material non-cash investing
activities for all periods presented.
35. Subsequent event
Nokia Siemens Networks
In June 2006, Nokia and Siemens A.G. (Siemens) announced
plans to form Nokia Siemens Networks that will combine
Nokias networks business and Siemens carrier-related
operations for fixed and mobile networks in a new company owned
by Nokia and Siemens. Nokia and Siemens will each own
approximately 50% of Nokia Siemens Networks. However, Nokia will
effectively control Nokia Siemens Networks as it has the ability
to appoint key officers and the majority of the members of its
Board of Directors. Accordingly, Nokia will consolidate Nokia
Siemens Networks.
Nokia Siemens Networks is expected to start its operations
around the end of March 2007 subject to the satisfaction or
waiver of the conditions to the merger, including achievement of
agreement between Nokia and Siemens on the results and
consequences of a Siemens compliance review, and the agreement
of a number of detailed implementation steps.
The Group is in the process of evaluating the net assets
acquired and expects to finalize the purchase price allocation
and to realize a gain on this transaction during 2007.
F-56
Notes to the Consolidated Financial Statements (Continued)
|
|
36. |
Principal Nokia Group companies at December 31, 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent | |
|
Group | |
|
|
|
|
holding | |
|
majority | |
|
|
|
|
% | |
|
% | |
|
|
|
|
| |
|
| |
US
|
|
Nokia Inc. |
|
|
|
|
|
|
100.00 |
|
DE
|
|
Nokia GmbH |
|
|
100.00 |
|
|
|
100.00 |
|
GB
|
|
Nokia UK Limited |
|
|
|
|
|
|
100.00 |
|
KR
|
|
Nokia TMC Limited |
|
|
100.00 |
|
|
|
100.00 |
|
CN
|
|
Nokia Telecommunications Ltd |
|
|
4.50 |
|
|
|
83.90 |
|
NL
|
|
Nokia Finance International B.V |
|
|
100.00 |
|
|
|
100.00 |
|
HU
|
|
Nokia Komárom Kft |
|
|
100.00 |
|
|
|
100.00 |
|
BR
|
|
Nokia do Brazil Technologia Ltda |
|
|
99.99 |
|
|
|
100.00 |
|
IN
|
|
Nokia India Ltd |
|
|
99.99 |
|
|
|
100.00 |
|
IT
|
|
Nokia Italia S.p.A. |
|
|
100.00 |
|
|
|
100.00 |
|
Associated companies
A complete list of subsidiaries and associated companies is
included in Nokias Statutory Accounts.
General risk management principles
Nokias overall risk management concept is based on
visibility of the key risks preventing Nokia from reaching its
business objectives. This covers all risk areas; strategic,
operational, financial and hazard risks. Risk management at
Nokia is a systematic and pro-active way to analyze, review and
manage all opportunities, threats and risks related to
Nokias objectives rather than to solely eliminate risks.
The principles documented in Nokias Risk Policy and
accepted by the Audit Committee of the Board of Directors
require risk management and its elements to be integrated into
business processes. One of the main principles is that the
business or function owner is also the risk owner, however, it
is everyones responsibility at Nokia to identify risks
preventing us from reaching our objectives.
Key risks are reported to the business and Group level
management to create assurance on business risks and to enable
prioritization of risk management implementation at Nokia. In
addition to general principles, there are specific risk
management policies covering, for example, treasury and customer
finance risks.
Financial risks
The key financial targets for Nokia are growth, profitability,
cash flow and a strong balance sheet. The objective for the
Treasury function is twofold: to guarantee cost-efficient
funding for the Group at all times, and to identify, evaluate
and hedge financial risks in close co-operation with the
business groups. There is a strong focus in Nokia on creating
shareholder value. The Treasury function supports this aim by
minimizing the adverse effects caused by fluctuations in the
financial markets on the profitability of the underlying
businesses and by managing the balance sheet structure of the
Group.
Nokia has Treasury Centers in Geneva, Singapore/ Beijing and New
York/ Sao Paolo, and a Corporate Treasury unit in Espoo. This
international organization enables Nokia to provide the Group
companies with financial services according to local needs and
requirements.
The Treasury function is governed by policies approved by the
Group Executive Board or its respective members, as applicable.
Treasury Policy provides principles for overall financial risk
F-57
Notes to the Consolidated Financial Statements (Continued)
|
|
37. |
Risk management (Continued) |
management and determines the allocation of responsibilities for
financial risk management in Nokia. Operating Policies cover
specific areas such as foreign exchange risk, interest rate
risk, use of derivative financial instruments, as well as
liquidity and credit risk. Nokia is risk averse in its Treasury
activities. Business Groups have detailed Standard Operating
Procedures supplementing the Treasury Policy in financial risk
management related issues.
a) Market risk
Foreign exchange risk
Nokia operates globally and is thus exposed to foreign exchange
risk arising from various currency combinations. Foreign
currency denominated assets and liabilities together with
expected cash flows from highly probable purchases and sales
give rise to foreign exchange exposures. These transaction
exposures are managed against various local currencies because
of Nokias substantial production and sales outside the
Eurozone.
Due to the changes in the business environment, currency
combinations may also change within the financial year. The most
significant non-euro sales currencies during the year were US
dollar (USD), UK pound sterling (GBP) and Chinese yuan
(CNY). In general, depreciation of another currency relative to
the euro has an adverse effect on Nokias sales and
operating profit, while appreciation of another currency has a
positive effect, with the exception of Japanese yen (JPY), being
the only significant foreign currency in which Nokia has more
purchases than sales.
The following chart shows the break-down by currency of the
underlying net foreign exchange transaction exposure as of
December 31, 2006 (in some of the currencies, especially
the US dollar, Nokia has both substantial sales as well as cost,
which have been netted in the chart).
Net exposures
According to the foreign exchange policy guidelines of the
Group, material transaction foreign exchange exposures are
hedged. Exposures are mainly hedged with derivative financial
instruments such as forward foreign exchange contracts and
foreign exchange options. The majority of financial instruments
hedging foreign exchange risk have a duration of less than a
year. The Group does not hedge forecasted foreign currency cash
flows beyond two years.
F-58
Notes to the Consolidated Financial Statements (Continued)
|
|
37. |
Risk management (Continued) |
Nokia uses the Value-at-Risk (VaR) methodology to
assess the foreign exchange risk related to the Treasury
management of the Group exposures. The VaR figure represents the
potential fair value losses for a portfolio resulting from
adverse changes in market factors using a specified time period
and confidence level based on historical data. To correctly take
into account the non-linear price function of certain derivative
instruments, Nokia uses Monte Carlo simulation. Volatilities and
correlations are calculated from a one-year set of daily data.
Since Nokia has subsidiaries outside the Eurozone, the
euro-denominated value of the shareholders equity of Nokia
is also exposed to fluctuations in exchange rates. Equity
changes caused by movements in foreign exchange rates are shown
as a translation difference in the Group consolidation. Nokia
uses, from time to time, foreign exchange contracts and foreign
currency denominated loans to hedge its equity exposure arising
from foreign net investments.
Interest rate risk
The Group is exposed to interest rate risk either through market
value fluctuations of balance sheet items (i.e. price risk) or
through changes in interest income or expenses (i.e.
re-investment risk). Interest rate risk mainly arises through
interest-bearing liabilities and assets. Estimated future
changes in cash flows and balance sheet structure also expose
the Group to interest rate risk.
Treasury is responsible for monitoring and managing the interest
rate exposure of the Group. Due to the current balance sheet
structure of Nokia, emphasis is placed on managing the interest
rate risk of investments.
Nokia uses the VaR methodology to assess and measure the
interest rate risk in the investment portfolio, which is
benchmarked against a combination of three-month and
one-to-three-year
investment horizon. The VaR figure represents the potential fair
value losses for a portfolio resulting from adverse changes in
market factors using a specified time period and confidence
level based on historical data. For interest rate risk VaR,
Nokia uses variance-covariance methodology. Volatilities and
correlations are calculated from a one-year set of daily data.
Equity price risk
Nokia has certain strategic minority investments in publicly
traded companies. These investments are classified as
available-for-sale. The fair value of the equity investments at
December 31, 2006 was EUR 8 million (EUR
8 million in 2005).
There are currently no outstanding derivative financial
instruments designated as hedges of these equity investments.
In addition to the listed equity holdings, Nokia invests in
private equity through Nokia Venture Funds. The fair value of
these available-for-sale equity investments at December 31,
2006 was USD 220 million (USD 177 million in
2005).
Nokia is exposed to equity price risk on social security costs
relating to stock compensation plans. Nokia hedges this risk by
entering into cash settled equity swap and option contracts.
b) Credit risk
Structured Finance Credit Risk
Network operators in some markets sometimes require their
suppliers to arrange or provide term financing in relation to
infrastructure projects. Nokia has maintained a financing policy
aimed at close co-operation with banks, financial institutions
and Export Credit Agencies to support selected
F-59
Notes to the Consolidated Financial Statements (Continued)
|
|
37. |
Risk management (Continued) |
customers in their financing of infrastructure investments.
Nokia actively mitigates, market conditions permitting, this
exposure by arrangements with these institutions and investors.
Credit risks related to customer financing are systematically
analyzed, monitored and managed by Nokias Customer Finance
organization. Credit risks are approved and monitored by
Nokias Credit Committee along principles defined in the
companys credit policy and according to the credit
approval process. The Credit Committee consists of the CFO,
Group Controller, Head of Treasury and Head of Nokia Customer
Finance.
At the end of 2006, our long-term loans to customers and other
third parties totaled EUR 19 million (outstanding
loans in EUR 63 million in 2005), while financial
guarantees given on behalf of third parties totaled EUR
23 million (0 million in 2005). In addition, we had
financing commitments totaling EUR 164 million
(EUR 13 million in 2005). Total structured financing
(outstanding and committed) stood at EUR 206 million
(EUR 63 million in 2005).
The term structured financing portfolio at December 31,
2006 was:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing | |
|
|
|
|
Outstanding | |
|
commitments | |
|
Total | |
|
|
| |
|
| |
|
| |
|
|
EURm | |
|
EURm | |
|
EURm | |
Total Portfolio
|
|
|
42 |
|
|
|
164 |
|
|
|
206 |
|
The term structured financing portfolio at December 31,
2006 mainly consists of committed customer financing to a
network operator.
Financial credit risk
Financial instruments contain an element of risk of the
counterparties being unable to meet their obligations. This risk
is measured and monitored by the Treasury function. The Group
minimizes financial credit risk by limiting its counterparties
to a sufficient number of major banks and financial
institutions, as well as through entering into netting
arrangements, which gives the company the right to offset in the
case that the counterparty would not be able to fulfill the
obligations.
Direct credit risk represents the risk of loss resulting from
counterparty default in relation to on-balance sheet products.
The fixed income and money market investment decisions are based
on strict creditworthiness criteria. The outstanding investments
are also constantly monitored by the Treasury. Nokia does not
expect the counterparties to default given their high credit
quality.
Fixed income and money-market
investments(1)(2)(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maturity date | |
|
Maturity date | |
|
|
|
|
less than 12 Months | |
|
12 months or more | |
|
Total | |
|
|
| |
|
| |
|
| |
|
|
Fair | |
|
Unrealized | |
|
Unrealized | |
|
Fair | |
|
Unrealized | |
|
Unrealized | |
|
Fair | |
|
Unrealized | |
|
Unrealized | |
2006 |
|
Value | |
|
Losses | |
|
Gains | |
|
Value | |
|
Losses | |
|
Gains | |
|
Value | |
|
Losses | |
|
Gains | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Governments
|
|
|
10 |
|
|
|
|
|
|
|
|
|
|
|
2 360 |
|
|
|
(38 |
) |
|
|
|
|
|
|
2 370 |
|
|
|
(38 |
) |
|
|
|
|
Banks
|
|
|
2 861 |
|
|
|
(2 |
) |
|
|
|
|
|
|
860 |
|
|
|
(8 |
) |
|
|
1 |
|
|
|
3 721 |
|
|
|
(10 |
) |
|
|
1 |
|
Corporates
|
|
|
136 |
|
|
|
|
|
|
|
|
|
|
|
260 |
|
|
|
(3 |
) |
|
|
|
|
|
|
396 |
|
|
|
(3 |
) |
|
|
|
|
Asset backed
securities
|
|
|
98 |
|
|
|
|
|
|
|
|
|
|
|
473 |
|
|
|
(1 |
) |
|
|
2 |
|
|
|
571 |
|
|
|
(1 |
) |
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3 105 |
|
|
|
(2 |
) |
|
|
|
|
|
|
3 953 |
|
|
|
(50 |
) |
|
|
3 |
|
|
|
7 058 |
|
|
|
(52 |
) |
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-60
Notes to the Consolidated Financial Statements (Continued)
|
|
37. |
Risk management (Continued) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maturity date | |
|
Maturity date | |
|
|
|
|
less than 12 Months | |
|
12 months or more | |
|
Total | |
|
|
| |
|
| |
|
| |
|
|
Fair | |
|
Unrealized | |
|
Unrealized | |
|
Fair | |
|
Unrealized | |
|
Unrealized | |
|
Fair | |
|
Unrealized | |
|
Unrealized | |
2005 |
|
Value | |
|
Losses | |
|
Gains | |
|
Value | |
|
Losses | |
|
Gains | |
|
Value | |
|
Losses | |
|
Gains | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Governments
|
|
|
30 |
|
|
|
|
|
|
|
|
|
|
|
3 919 |
|
|
|
(32 |
) |
|
|
2 |
|
|
|
3 949 |
|
|
|
(32 |
) |
|
|
2 |
|
Banks
|
|
|
2 962 |
|
|
|
(3 |
) |
|
|
|
|
|
|
803 |
|
|
|
(5 |
) |
|
|
1 |
|
|
|
3 765 |
|
|
|
(7 |
) |
|
|
1 |
|
Corporates
|
|
|
60 |
|
|
|
|
|
|
|
|
|
|
|
433 |
|
|
|
(1 |
) |
|
|
2 |
|
|
|
459 |
|
|
|
(1 |
) |
|
|
2 |
|
Asset backed securities
|
|
|
25 |
|
|
|
|
|
|
|
|
|
|
|
112 |
|
|
|
|
|
|
|
|
|
|
|
172 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3 077 |
|
|
|
(3 |
) |
|
|
|
|
|
|
5 267 |
|
|
|
(38 |
) |
|
|
5 |
|
|
|
8 345 |
|
|
|
(41 |
) |
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
|
EURm | |
|
EURm | |
Fixed rate investments
|
|
|
5 853 |
|
|
|
7 531 |
|
Floating rate investments
|
|
|
1 205 |
|
|
|
814 |
|
|
|
|
|
|
|
|
Total
|
|
|
7 058 |
|
|
|
8 345 |
|
|
|
|
|
|
|
|
|
|
(1) |
Fixed income and money-market investments include Term deposits,
investments in Liquidity funds and investments in fixed income
instruments classified as Available-for-sale. Available-for-sale
investments are carried at fair value in 2006 and 2005. |
|
(2) |
Weighted average interest rate for fixed income and money-market
investments was 3.33% in 2006 and 3.52% in 2005. |
|
(3) |
Included within fixed income and money-market investments is
EUR 10 million of restricted cash at December 31,
2006 (10 million at December 31, 2005) |
c) Liquidity risk
Nokia guarantees a sufficient liquidity at all times by
efficient cash management and by investing in liquid interest
bearing securities. Due to the dynamic nature of the underlying
business Treasury also aims at maintaining flexibility in
funding by keeping committed and uncommitted credit lines
available. At the end of December 31, 2006 the committed
facility totaled USD 2.0 billion. The committed credit
facility is intended to be used for US and Euro Commercial Paper
Programs back up purposes. The commitment fee on the facility is
0.045% per annum.
The most significant existing funding programs include:
|
|
|
Revolving Credit Facility of USD 2 000 million,
maturing in 2012 |
|
|
Local commercial paper program in Finland, totaling
EUR 750 million |
|
|
Euro Commercial Paper (ECP) program, totaling
USD 500 million |
|
|
US Commercial Paper (USCP) program, totaling
USD 500 million |
None of the above programs have been used to a significant
degree in 2006.
F-61
Notes to the Consolidated Financial Statements (Continued)
|
|
37. |
Risk management (Continued) |
Nokias international creditworthiness facilitates the
efficient use of international capital and loan markets. The
ratings of Nokia from credit rating agencies have not changed
during the year. The ratings as at December 31, 2006 were:
|
|
|
|
|
Short-term
|
|
Standard & Poors |
|
A-1 |
|
|
Moodys |
|
P-1 |
Long-term
|
|
Standard & Poors |
|
A |
|
|
Moodys |
|
A1 |
Hazard risk
Nokia strives to ensure that all financial, reputation and other
losses to the Group and our customers are minimized through
preventive risk management measures or purchase of insurance.
Insurance is purchased for risks, which cannot be internally
managed. Nokias Insurance & Risk Finance
functions objective is to ensure that Groups hazard
risks, whether related to physical assets (e.g. buildings)
or intellectual assets (e.g. trademarks, patents) or
potential liabilities (e.g. product liability) are
optimally insured.
Nokia purchases both annual insurance policies for specific
risks as well as multi-line and/or multi-year insurance
policies, where available.
Notional amounts of derivative financial
instruments(1)
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
|
EURm | |
|
EURm | |
Foreign exchange forward
contracts(2)
|
|
|
29 859 |
|
|
|
29 991 |
|
Currency options
bought(2)
|
|
|
404 |
|
|
|
284 |
|
Currency options
sold(2)
|
|
|
193 |
|
|
|
165 |
|
Interest rate swaps (receive fixed interest)
|
|
|
|
|
|
|
50 |
|
Cash settled equity
options(3)
|
|
|
45 |
|
|
|
150 |
|
|
|
(1) |
Includes the gross amount of all notional values for contracts
that have not yet been settled or cancelled. The amount of
notional value outstanding is not necessarily a measure or
indication of market risk, as the exposure of certain contracts
may be offset by that of other contracts. |
|
(2) |
As at December 31, 2006 notional amounts include contracts
amounting to EUR 2.4 billion used to hedge the
shareholders equity of foreign subsidiaries (at
December 31, 2005 EUR 2.4 billion). |
|
(3) |
Cash settled equity options are used to hedge risk relating to
incentive programs and investment activities. |
F-62
Notes to the Consolidated Financial Statements (Continued)
|
|
37. |
Risk management (Continued) |
Fair values of derivatives
The net fair values of derivative financial instruments at the
balance sheet date were:
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
|
EURm | |
|
EURm | |
Derivatives with positive fair
value(1):
|
|
|
|
|
|
|
|
|
|
Forward foreign exchange
contracts(2)
|
|
|
65 |
|
|
|
60 |
|
|
Currency options
|
|
|
2 |
|
|
|
1 |
|
|
Cash settled equity options
|
|
|
7 |
|
|
|
8 |
|
Derivatives with negative fair
value(1):
|
|
|
|
|
|
|
|
|
|
Forward foreign exchange
contracts(2)
|
|
|
(63 |
) |
|
|
(97 |
) |
|
Currency options
|
|
|
(3 |
) |
|
|
|
|
|
Cash settled equity options
|
|
|
(2 |
) |
|
|
|
|
|
|
(1) |
Out of the forward foreign exchange contracts and currency
options, fair value net EUR 25 million gain was
designated for hedges of net investment in foreign subsidiaries
as at December 31, 2006 (net EUR 27 million loss
at December 31, 2005) and reported within translation
differences. |
|
(2) |
Out of the outstanding foreign exchange forward contracts, fair
value net EUR 1 million loss was designated for cash flow
hedges as at December 31, 2006 (net EUR 3 million
loss at December 31, 2005) and reported in fair value and
other reserves. The total gain and loss of foreign exchange
forward contracts designated for cash flow hedges and reported
in fair value and other reserves was net
EUR 69 million gain as at December 31, 2006 (net
EUR 163 million loss at December 31, 2005). |
|
|
38. |
Differences between International Financial Reporting
Standards and US Generally Accepted Accounting Principles |
The Groups consolidated financial statements are prepared
in accordance with International Financial Reporting Standards,
which differ in certain respects from accounting principles
generally accepted in the United States of America
(US GAAP). The principal differences between IFRS and
US GAAP are presented below together with explanations of
certain adjustments that affect
F-63
Notes to the Consolidated Financial Statements (Continued)
|
|
38. |
Differences between International Financial Reporting
Standards and US Generally
Accepted Accounting Principles (Continued) |
consolidated net income and total shareholders equity
under US GAAP as of and for the years ended
December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
|
EURm | |
|
EURm | |
|
EURm | |
Reconciliation of profit attributable to equity holders of
the parent under IFRS to net income under US GAAP:
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit attributable to equity holders of the parent reported
under IFRS
|
|
|
4 306 |
|
|
|
3 616 |
|
|
|
3 192 |
|
US GAAP adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pensions
|
|
|
(1 |
) |
|
|
(3 |
) |
|
|
|
|
|
Development costs
|
|
|
(55 |
) |
|
|
10 |
|
|
|
42 |
|
|
Share-based compensation expense
|
|
|
(8 |
) |
|
|
(39 |
) |
|
|
39 |
|
|
Cash flow hedges
|
|
|
|
|
|
|
(12 |
) |
|
|
31 |
|
|
Amortization of identifiable intangible assets acquired
|
|
|
|
|
|
|
|
|
|
|
(11 |
) |
|
Impairment of identifiable intangible assets acquired
|
|
|
|
|
|
|
|
|
|
|
(47 |
) |
|
Amortization of goodwill
|
|
|
|
|
|
|
|
|
|
|
106 |
|
|
Other differences
|
|
|
22 |
|
|
|
(1 |
) |
|
|
(6 |
) |
|
Deferred tax effect of US GAAP adjustments
|
|
|
11 |
|
|
|
11 |
|
|
|
(3 |
) |
|
|
|
|
|
|
|
|
|
|
Net income under US GAAP
|
|
|
4 275 |
|
|
|
3 582 |
|
|
|
3 343 |
|
|
|
|
|
|
|
|
|
|
|
Earnings per share under US GAAP:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
|
EUR | |
|
EUR | |
|
EUR | |
Earnings per share (net income):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
1.05 |
|
|
|
0.82 |
|
|
|
0.73 |
|
|
Diluted
|
|
|
1.05 |
|
|
|
0.82 |
|
|
|
0.73 |
|
Average number of shares (000s shares):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
4 062 833 |
|
|
|
4 365 547 |
|
|
|
4 593 196 |
|
|
Diluted
|
|
|
4 086 529 |
|
|
|
4 371 239 |
|
|
|
4 600 337 |
|
F-64
Notes to the Consolidated Financial Statements (Continued)
|
|
38. |
Differences between International Financial Reporting
Standards and US Generally
Accepted Accounting Principles (Continued) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
|
EURm | |
|
EURm | |
|
EURm | |
Presentation of comprehensive income under US GAAP:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income under US GAAP
|
|
|
4 275 |
|
|
|
3 582 |
|
|
|
3 343 |
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment
|
|
|
(92 |
) |
|
|
272 |
|
|
|
(67 |
) |
|
Additional minimum liability, net of tax of
EUR -5 million in 2006 and EUR 5 million in
2005
|
|
|
7 |
|
|
|
(8 |
) |
|
|
|
|
|
Net gain (losses) on cash flow hedges, net of tax of
EUR 61 million in 2006, EUR 43 million in
2005 and EUR 8 million in 2004
|
|
|
171 |
|
|
|
(122 |
) |
|
|
(23 |
) |
|
Net unrealized (losses) gains on securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net unrealized holding (losses) gains during the year, net of
tax of EUR 1 million in 2006, EUR 6 million
in 2005 and EUR -2 million in 2004
|
|
|
(40 |
) |
|
|
(81 |
) |
|
|
2 |
|
|
|
Transfer to profit and loss account on impairment
|
|
|
18 |
|
|
|
9 |
|
|
|
11 |
|
|
|
Less: Reclassification adjustment on disposal, net of tax of
EUR 0 million in 2006 and 2005 and
EUR 10 million in 2004
|
|
|
14 |
|
|
|
(3 |
) |
|
|
(95 |
) |
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss)
|
|
|
78 |
|
|
|
67 |
|
|
|
(172 |
) |
|
|
|
|
|
|
|
|
|
|
Comprehensive income under US GAAP
|
|
|
4 353 |
|
|
|
3 649 |
|
|
|
3 171 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
|
EURm | |
|
EURm | |
Reconciliation of total equity under IFRS to total
shareholders equity under US GAAP:
|
|
|
|
|
|
|
|
|
Total equity reported under IFRS
|
|
|
12 060 |
|
|
|
12 514 |
|
|
Less minority interests
|
|
|
(92 |
) |
|
|
(205 |
) |
Capital and reserves attributable to equity holders of the
parent under IFRS
|
|
|
11 968 |
|
|
|
12 309 |
|
US GAAP adjustments:
|
|
|
|
|
|
|
|
|
|
Pensions (1)
|
|
|
(276 |
) |
|
|
(65 |
) |
|
Development costs
|
|
|
(102 |
) |
|
|
(47 |
) |
|
Share issue premium
|
|
|
143 |
|
|
|
135 |
|
|
Share-based compensation
|
|
|
(143 |
) |
|
|
(135 |
) |
|
Amortization of identifiable intangible assets acquired
|
|
|
(62 |
) |
|
|
(62 |
) |
|
Impairment of identifiable intangible assets acquired
|
|
|
(47 |
) |
|
|
(47 |
) |
|
Amortization of goodwill
|
|
|
432 |
|
|
|
432 |
|
|
Impairment of goodwill
|
|
|
255 |
|
|
|
255 |
|
|
Translation of goodwill
|
|
|
(231 |
) |
|
|
(242 |
) |
|
Other differences
|
|
|
29 |
|
|
|
6 |
|
|
Deferred tax effect of US GAAP adjustments
|
|
|
146 |
|
|
|
83 |
|
|
|
|
|
|
|
|
Total shareholders equity under US GAAP
|
|
|
12 112 |
|
|
|
12 622 |
|
|
|
|
|
|
|
|
|
|
(1) |
The pension adjustment in 2005 consisted of adjustments for
pension expense and additional minimum liability. |
F-65
Notes to the Consolidated Financial Statements (Continued)
|
|
38. |
Differences between International Financial Reporting
Standards and US Generally
Accepted Accounting Principles (Continued) |
Change in method of quantifying misstatements
As discussed in Note 1, the Group changed its method of
quantifying misstatements. As a result of this change management
has adjusted its financial statements. Previously reported
deferred tax assets have been increased by
EUR 154 million, previously reported goodwill has been
decreased by EUR 90 million and previously reported
retained earnings have been increased by
EUR 64 million for each period presented. Under the
previous method of quantifying misstatements these adjustments
were considered to be immaterial. The deferred tax asset
adjustment relates to certain of the Groups warranty and
other provisions recorded in periods prior to 2002, for which no
corresponding tax amounts were deferred. The goodwill adjustment
relates to an item that was not separately recognized by the
Group from the date of acquisition.
Pensions
Under IFRS, pension assets, defined benefit pension liabilities
and pension expense are actuarially determined in a similar
manner to US GAAP. To the extent that the benefits related to
transition adjustments and plan amendments are already vested
immediately following the introduction of, or changes to, a
defined benefit plan, the Group recognizes past service cost
immediately under IFRS. If the benefits have not vested, the
related past service cost is recognized as expense over the
average period until the benefits become vested. Under US GAAP,
transition adjustments and prior service cost related to plan
amendments are generally recognized over the remaining service
period of active employees.
In addition, prior to December 31, 2006, US GAAP required
recognition of an additional minimum pension liability when the
accumulated benefit obligation (ABO) exceeded the fair
value of the plan assets and this amount was not covered by the
liability recognized in the balance sheet. An intangible asset
was recognized to the extent of unrecognized prior service cost
with the excess of the additional minimum liability over
unrecognized prior service cost recognized in other
comprehensive income. The calculation of the ABO is based on
approach two as described in EITF 88-1, Determination of Vested
Benefit Obligation for a Defined Benefit Pension Plan, under
which the actuarial present value is based on the date of
separation from service.
At December 31, 2006, in accordance with the transition
provisions of FAS 158, Employers Accounting for
Defined Benefit Pension and Other Postretirement Plans, the
Group made an adjustment net of tax to accumulated other
comprehensive income to record unrecognized actuarial losses,
unrecognized prior service costs and unamortized transition
assets and to eliminate the additional minimum liability. The
following table presents the impact of the adoption of
FAS 158 on total shareholders equity under US GAAP at
December 31, 2006:
|
|
|
|
|
|
|
2006 | |
|
|
| |
|
|
EURm | |
Total shareholders equity under US GAAP before adoption of
FAS 158
|
|
|
12 274 |
|
Adoption of FAS 158
|
|
|
(222 |
) |
Deferred tax
|
|
|
60 |
|
|
|
|
|
Total shareholders equity under US GAAP after adoption of
FAS 158
|
|
|
12 112 |
|
|
|
|
|
F-66
Notes to the Consolidated Financial Statements (Continued)
|
|
38. |
Differences between International Financial Reporting
Standards and US Generally
Accepted Accounting Principles (Continued) |
The following table reconciles the net pension asset recognized
under IFRS with the net pension liability recognized under US
GAAP and reflects the impact of the adoption of FAS 158 as
of December 31, 2006:
|
|
|
|
|
|
|
2006 | |
|
|
| |
|
|
EURm | |
Net pension asset recognized for IFRS
|
|
|
108 |
|
Difference in unrecognized amounts
|
|
|
(53 |
) |
Additional minimum liability
|
|
|
(1 |
) |
|
|
|
|
Net pension asset recognized for US GAAP before adoption of
FAS 158
|
|
|
54 |
|
Adoption of FAS 158
|
|
|
(222 |
) |
|
|
|
|
Net pension liability recognized for US GAAP after adoption of
FAS 158
|
|
|
(168 |
) |
|
|
|
|
Development costs
Development costs are capitalized under IFRS after the product
involved has reached a certain degree of technical feasibility.
Capitalization ceases and depreciation begins when the
product becomes available to customers. The depreciation period
of these capitalized assets is between two and five years.
Under US GAAP, software development costs are similarly
capitalized after the product has reached a certain degree of
technological feasibility. However, certain non-software related
development costs capitalized under IFRS are not capitalizable
under US GAAP and therefore are expensed as incurred.
Under IFRS, whenever there is an indication that capitalized
development costs may be impaired the recoverable amount of the
asset is estimated. An asset is impaired when the carrying
amount of the asset exceeds its recoverable amount. Recoverable
amount is defined as the higher of an assets net selling
price and value in use. Value in use is the present value of
estimated discounted future cash flows expected to arise from
the continuing use of an asset and from its disposal at the end
of its useful life.
Under US GAAP, the unamortized capitalized costs of a software
product are compared at each balance sheet date to the net
realizable value of that product with any excess written off.
Net realizable value is defined as the estimated future gross
revenues from that product reduced by the estimated future costs
of completing and disposing of that product, including the costs
of performing maintenance and customer support required to
satisfy the enterprises responsibility set forth at the
time of sale.
The amount of unamortized capitalized software development costs
under US GAAP is EUR 149 million in 2006 (EUR
213 million in 2005).
The US GAAP development cost adjustment reflects the reversal of
capitalized non-software related development costs under US GAAP
net of the reversal of associated amortization expense and
impairments under IFRS. The adjustment also reflects differences
in impairment methodologies under IFRS and US GAAP for the
determination of the recoverable amount and net realizable value
of software related development costs.
Share-based compensation
The Group maintains several share-based employee compensation
plans, which are described more fully in Note 23. Under
IFRS, the Group accounts for equity instruments under IFRS 2
which was
F-67
Notes to the Consolidated Financial Statements (Continued)
|
|
38. |
Differences between International Financial Reporting
Standards and US Generally
Accepted Accounting Principles (Continued) |
applied retrospectively to all grants of shares, share options
or other equity instruments that were granted after
November 7, 2002 and that were not yet vested at the
effective date of the standard.
Under US GAAP, the Group accounts for equity instruments using
Statement of Financial Accounting Standards No. 123(R),
Share Based Payment (FAS 123R) which was
adopted using the modified prospective method at January 1,
2005. Since the terms of Nokias stock option plans call
for the exercise price to be set equal to the share price in a
future period, the recipient does not begin to benefit from or
be adversely affected by changes in the price of the
Groups equity shares until such point. Consequently, a
grant date is not established until the exercise price is
determined.
Prior to the adoption of FAS 123R, the Group accounted for
its equity-based incentive programs under US GAAP using the
intrinsic value method in accordance with Accounting Principles
Board Opinion No. 25, Accounting for Stock Issued to
Employees (APB 25) and related interpretations. As the
relevant exercise price was not set until a future date, the
Group applied variable accounting during the intervening period.
Once a measurement date was established, variable accounting
ceased and incremental unrecognized compensation cost was
recognized over the remaining vesting period of the award.
The retrospective transition provision of IFRS 2 and the
modified prospective transition provision of FAS 123R give
rise to differences in the historical income statement for
share-based compensation. Further, associated differences
surrounding the effective date of application of the standards
to unvested shares give rise to both current and historical
income statement differences in share-based compensation. Share
issue premium reflects the cumulative difference between the
amount of share-based compensation recorded under US GAAP and
IFRS.
Total share-based compensation expense under US GAAP was
EUR 204 million in 2006 (EUR 134 million in
2005).
Cash flow hedges
Under IFRS, the Group accounts for cash flow hedges under
IAS 39(R).
Under US GAAP, the Group applies FAS 133, Accounting for
Derivative Instruments and Hedging Activities.
Under US GAAP, a difference historically arose when a
subsidiarys reporting currency was different from Treasury
Centers reporting currency and external and internal hedge
maturities were different more than 31 days. For those
hedges not qualifying under US GAAP, the unrealized spot foreign
exchange gains and losses from those hedges were released to the
income statement.
Amortization and impairment of identifiable intangible assets
acquired
Under IFRS, prior to April 1, 2004, unpatented technology
acquired was not separately recognized upon acquisition as an
identifiable intangible asset but was included within goodwill.
Under US GAAP, any unpatented technology acquired in a business
combination is recorded as an identifiable intangible asset with
an associated deferred tax liability. The intangible asset is
amortized over its estimated useful life. The adjustment to US
GAAP net income and shareholders equity relates to the
amortization and impairment charges related to Amber
Networks intangible asset.
The net carrying amount of other intangible assets under US GAAP
is EUR 447 million in 2006 (EUR 425 million
in 2005) and consists of capitalized development costs of
EUR 149 million (EUR 213 million in 2005)
and acquired patents, trademarks and licenses of
EUR 298 million
F-68
Notes to the Consolidated Financial Statements (Continued)
|
|
38. |
Differences between International Financial Reporting
Standards and US Generally
Accepted Accounting Principles (Continued) |
(EUR 212 million in 2005). The Group does not have any
indefinite lived intangible assets. Amortization expense under
US GAAP of other intangible assets as of December 31, 2006,
is expected to be as follows:
|
|
|
|
|
|
|
EURm | |
|
|
| |
2007
|
|
|
152 |
|
2008
|
|
|
73 |
|
2009
|
|
|
41 |
|
2010
|
|
|
23 |
|
2011
|
|
|
10 |
|
Thereafter
|
|
|
148 |
|
|
|
|
|
|
|
|
447 |
|
|
|
|
|
Amortization of goodwill
Under IFRS, the Group records goodwill in accordance with
IFRS 3, Business Combinations. The Group adopted the
provisions of IFRS 3 on January 1, 2005. As a result,
goodwill recognized relating to purchase acquisitions and
acquisitions of associated companies is no longer subject to
amortization after 2004.
Under US GAAP, the Group records goodwill in accordance with
FAS 142, Goodwill and Other Intangible Assets,
(FAS 142). The Group adopted the provisions of FAS 142
on January 1, 2002 and goodwill relating to purchase
acquisitions and acquisitions of associated companies is no
longer subject to amortization subsequent to the date of
adoption.
The US GAAP adjustment reverses amortization expense and the
associated movement in accumulated amortization recorded under
IFRS prior to the adoption of IFRS 3.
Impairment of goodwill
Under IFRS, goodwill is allocated to cash-generating
units, which are the smallest group of identifiable assets
that include the goodwill under review for impairment and
generate cash inflows from continuing use that are largely
independent of the cash inflows from other assets. Under IFRS,
the Group recorded an impairment of goodwill of
EUR 151 million related to Amber Networks in 2003 as
the carrying amount of the cash-generating unit exceeded the
recoverable amount of the unit.
Under US GAAP, goodwill is allocated to reporting
units, which are operating segments or one level below an
operating segment (as defined in FAS 131, Disclosures about
Segments of an Enterprise and Related Information). The goodwill
impairment test under FAS 142 compares the carrying value
for each reporting unit to its fair value based on discounted
cash flows.
The US GAAP impairment of goodwill adjustment reflects the
cumulative reversal of impairments recorded under IFRS that did
not qualify as impairments under US GAAP.
Upon completion of the 2003 annual impairment test, the Group
determined that the impairment recorded for Amber Networks
should be reversed under US GAAP as the fair value of the
reporting unit in which Amber Networks resides exceeded the book
value of the reporting unit. The annual impairment tests
performed subsequent to 2003 continue to support the reversal of
this impairment.
The Group recorded no goodwill impairments during 2006 and 2005.
F-69
Notes to the Consolidated Financial Statements (Continued)
|
|
38. |
Differences between International Financial Reporting
Standards and US Generally
Accepted Accounting Principles (Continued) |
Below is a roll forward of US GAAP goodwill during 2006 and 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common | |
|
|
|
|
Mobile | |
|
|
|
Enterprise | |
|
|
|
Group | |
|
|
|
|
Phones | |
|
Multimedia | |
|
Solutions | |
|
Networks | |
|
Functions | |
|
Group | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
EURm | |
|
EURm | |
|
EURm | |
|
EURm | |
|
EURm | |
|
EURm | |
Balance as of January 1, 2005
|
|
|
57 |
|
|
|
5 |
|
|
|
35 |
|
|
|
249 |
|
|
|
9 |
|
|
|
355 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill disposed
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(9 |
) |
|
|
(9 |
) |
Translation adjustment
|
|
|
45 |
|
|
|
|
|
|
|
4 |
|
|
|
28 |
|
|
|
|
|
|
|
77 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2005
|
|
|
102 |
|
|
|
5 |
|
|
|
39 |
|
|
|
277 |
|
|
|
|
|
|
|
423 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions
|
|
|
51 |
|
|
|
147 |
|
|
|
290 |
|
|
|
|
|
|
|
|
|
|
|
488 |
|
Translation adjustment
|
|
|
29 |
|
|
|
7 |
|
|
|
(28 |
) |
|
|
(23 |
) |
|
|
|
|
|
|
(15 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2006
|
|
|
182 |
|
|
|
159 |
|
|
|
301 |
|
|
|
254 |
|
|
|
|
|
|
|
896 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Translation of goodwill
Under IFRS, goodwill is translated at the closing rate of the
balance sheet date for all transactions subsequent to the
adoption of IAS 21 (revised 2004) as of January 1, 2005.
Prior to the adoption of IAS 21, the Group historically
translated goodwill arising on the acquisition of foreign
subsidiaries at historical rates.
Under US GAAP, goodwill is translated at the closing rate on the
balance sheet date with gains and losses recorded as a component
of other comprehensive income.
The US GAAP translation of goodwill adjustment reflects
cumulative translation differences between historical and
current rates on goodwill arising from acquisitions of foreign
subsidiaries.
Other differences
Other differences in the reconciliation of profit attributable
to equity holders of the parent under IFRS and net income under
US GAAP of EUR 22 million (EUR -1 million in 2005
and EUR -6 million in 2004) relate to social security cost
on share-based payments, a sale and leaseback transaction, an
adjustment to goodwill and a loss on disposal.
Other differences in the reconciliation of total equity under
IFRS to total shareholders equity under US GAAP of
EUR 29 million (EUR 6 million in 2005) relate to
marketable securities and unlisted investments, acquisition
purchase price, social security cost on share-based payments, a
sale and leaseback transaction, an adjustment to goodwill and a
loss on disposal.
Disclosures required by US GAAP
Dependence on limited sources of supply
Nokias manufacturing operations depend to a certain extent
on obtaining adequate supplies of fully functional components
and sub-assemblies on a timely basis. In mobile devices, our
principal supply requirements are for electronic components,
mechanical components and software, which all have a wide range
of applications in Nokias products. Electronic components
include integrated circuits, microprocessors, standard
components, memory devices, cameras, displays, batteries and
chargers while mechanical components include covers, connectors,
key mats and antennas. Software includes various third-party
software that enables various new features and applications to
be added, like third-party
e-mail, into our
products. In networks business, components and sub-assemblies
sourced
F-70
Notes to the Consolidated Financial Statements (Continued)
|
|
38. |
Differences between International Financial Reporting
Standards and US Generally
Accepted Accounting Principles (Continued) |
and manufactured by third-party suppliers include Nokia-specific
integrated circuits and radio frequency components; servers;
sub-assemblies such as printed wire board assemblies, filters,
combiners and power units; and cabinets. Moreover, a component
supplier may fail to meet our supplier requirements, such as,
most notably, our and our customers product quality,
safety, security and other standards, and consequently some of
our products may be unacceptable to us and our customers, or may
fail to meet our own quality controls. In addition, a particular
component may be available only from a limited number of
suppliers. Suppliers may from time to time extend lead times,
limit supplies or increase prices due to capacity constraints or
other factors, which could adversely affect the Groups
ability to deliver products on a timely basis. Moreover, a
component supplier may experience delays or disruption to its
manufacturing processes or financial difficulties. Any of these
events could delay our successful delivery of products and
solutions that meet our and our customers quality, safety,
security and other requirements, or otherwise materially
adversely affect our sales and our results of operations.
Segment information
The accounting policies of the segments are the same as those
described in Note 1, Accounting principles. Nokia accounts
for intersegment revenues and transfers as if the revenues or
transfers were to third parties, and therefore at current market
prices. Nokia evaluates the performance of its segments and
allocates resources to them based on operating profit.
Under IFRS, segment assets and liabilities of the horizontal
groups are allocated to business groups on a symmetrical basis.
Under US GAAP, segment assets and liabilities are reported on
the basis of the internal reporting structure reflecting
management reporting.
Assets on an IFRS basis as reported under FAS 131 as at
December 31, 2006 for Mobile Phones, Multimedia, Enterprise
Solutions and Networks were EUR 2 947 million
(EUR 2 525 million in 2005), EUR 958 million
(EUR 920 million in 2005), EUR 516 million (EUR
133 million in 2005) and EUR 3 746 million
(EUR 3 437 million in 2005), respectively. Liabilities
on an IFRS basis as reported under FAS 131 as at
December 31, 2006 for Mobile Phones, Multimedia, Enterprise
Solutions and Networks were EUR 2 635 million
(EUR 2 631 million in 2005), EUR 992 million
(EUR 985 million in 2005), EUR 292 million (EUR
239 million in 2005) and EUR 1 703 million
(EUR 1 607 million in 2005), respectively. Assets and
liabilities included in Common Group Functions as at
December 31, 2006 were EUR 3 774 million
(EUR 3 488 million in 2005) and
EUR 3 577 million (EUR 2 987 million in
2005), respectively.
|
|
|
|
|
|
|
|
|
Long lived assets by location of assets (1): |
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
|
EURm | |
|
EURm | |
Finland
|
|
|
755 |
|
|
|
745 |
|
China
|
|
|
219 |
|
|
|
174 |
|
USA
|
|
|
117 |
|
|
|
126 |
|
India
|
|
|
77 |
|
|
|
31 |
|
Great Britain
|
|
|
107 |
|
|
|
107 |
|
Germany
|
|
|
103 |
|
|
|
110 |
|
Other
|
|
|
224 |
|
|
|
292 |
|
|
|
|
|
|
|
|
Group
|
|
|
1 602 |
|
|
|
1 585 |
|
|
|
|
|
|
|
|
F-71
Notes to the Consolidated Financial Statements (Continued)
|
|
38. |
Differences between International Financial Reporting
Standards and US Generally
Accepted Accounting Principles (Continued) |
|
|
|
|
|
|
|
|
|
Capital additions to long lived assets (1): |
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
|
EURm | |
|
EURm | |
Mobile Phones
|
|
|
19 |
|
|
|
23 |
|
Multimedia
|
|
|
10 |
|
|
|
10 |
|
Enterprise Solutions
|
|
|
5 |
|
|
|
7 |
|
Networks
|
|
|
116 |
|
|
|
94 |
|
Common Group Functions
|
|
|
413 |
|
|
|
414 |
|
|
|
|
|
|
|
|
Group
|
|
|
563 |
|
|
|
548 |
|
|
|
|
|
|
|
|
|
|
(1) |
Long-lived assets include property, plant and equipment. |
Compensation expense
The following table illustrates the effect on net income and
earnings per share under US GAAP if the Group had applied the
fair value recognition provisions of FAS 123R to options
granted under the companys stock option plans in 2004. For
purposes of this pro forma disclosure, the value of the options
is estimated using a Black Scholes option-pricing formula and
amortized to expense over the options vesting periods:
|
|
|
|
|
|
|
|
2004 | |
|
|
| |
Net income under US GAAP (EURm)
|
|
|
|
|
|
As reported
|
|
|
3 343 |
|
Add: Share-based employee compensation expense included in
reported net income under US GAAP, net of tax
|
|
|
1 |
|
Deduct: Total share-based employee compensation expense
determined under fair value method for all awards, net of tax
|
|
|
(116 |
) |
|
|
|
|
Net income under US GAAP (EURm)
|
|
|
|
|
|
Pro forma
|
|
|
3 228 |
|
|
|
|
|
Basic and diluted earnings per share (EUR)
|
|
|
|
|
|
As reported
|
|
|
0.73 |
|
|
Pro forma
|
|
|
0.70 |
|
F-72
Notes to the Consolidated Financial Statements (Continued)
|
|
38. |
Differences between International Financial Reporting
Standards and US Generally
Accepted Accounting Principles (Continued) |
Deferred taxes
Under IFRS, the presentation of deferred taxes differs from the
methodology set forth in US GAAP. For purposes of US GAAP,
deferred tax assets and liabilities must either be classified as
current or non-current based on the classification of the
related non-tax asset or liability for financial reporting. This
table presents the IFRS deferred tax assets and liabilities
according to the presentation prescribed by FAS 109,
Accounting for Income Taxes under US GAAP.
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
|
EURm | |
|
EURm | |
Current assets:
|
|
|
|
|
|
|
|
|
|
Intercompany profit in inventory
|
|
|
34 |
|
|
|
49 |
|
|
Warranty provision
|
|
|
68 |
|
|
|
74 |
|
|
Other provisions
|
|
|
96 |
|
|
|
28 |
|
|
Tax losses carried forward
|
|
|
|
|
|
|
6 |
|
|
Other temporary differences
|
|
|
115 |
|
|
|
191 |
|
|
|
|
|
|
|
|
|
|
|
313 |
|
|
|
348 |
|
|
|
|
|
|
|
|
Non-current assets:
|
|
|
|
|
|
|
|
|
|
Tax losses carried forward
|
|
|
48 |
|
|
|
26 |
|
|
Warranty provision
|
|
|
66 |
|
|
|
77 |
|
|
Other provisions
|
|
|
157 |
|
|
|
252 |
|
|
Depreciation differences and untaxed reserves
|
|
|
104 |
|
|
|
85 |
|
|
Fair value gains/losses
|
|
|
|
|
|
|
43 |
|
|
Other temporary differences
|
|
|
128 |
|
|
|
40 |
|
|
|
|
|
|
|
|
|
|
|
503 |
|
|
|
523 |
|
|
|
|
|
|
|
|
Deferred tax assets
|
|
|
816 |
|
|
|
871 |
|
Less: valuation allowance
|
|
|
(7 |
) |
|
|
(25 |
) |
|
|
|
|
|
|
|
Total deferred tax assets
|
|
|
809 |
|
|
|
846 |
|
|
|
|
|
|
|
|
Current deferred tax liabilities
|
|
|
(27 |
) |
|
|
(26 |
) |
|
|
|
|
|
|
|
Non-current deferred tax liabilities:
|
|
|
|
|
|
|
|
|
|
Depreciation differences and untaxed reserves
|
|
|
(14 |
) |
|
|
(13 |
) |
|
Fair value gains/losses
|
|
|
(16 |
) |
|
|
|
|
|
Undistributed earnings
|
|
|
(65 |
) |
|
|
(68 |
) |
|
Other temporary differences
|
|
|
(83 |
) |
|
|
(44 |
) |
|
|
|
|
|
|
|
|
|
|
(178 |
) |
|
|
(125 |
) |
|
|
|
|
|
|
|
Total deferred tax liabilities
|
|
|
(205 |
) |
|
|
(151 |
) |
|
|
|
|
|
|
|
Net deferred tax asset
|
|
|
604 |
|
|
|
695 |
|
|
|
|
|
|
|
|
F-73
Notes to the Consolidated Financial Statements (Continued)
|
|
38. |
Differences between International Financial Reporting
Standards and US Generally
Accepted Accounting Principles (Continued) |
Pension expense
For its single-employer defined benefit pension schemes, net
periodic pension cost included in the Groups US GAAP
net income for the years ended December 31, 2006, 2005 and
2004, includes the following components:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
|
EURm | |
|
EURm | |
|
EURm | |
Service cost benefits earned during the
year(1)
|
|
|
101 |
|
|
|
69 |
|
|
|
62 |
|
Interest on projected benefit obligation
|
|
|
66 |
|
|
|
58 |
|
|
|
56 |
|
Expected return on assets
|
|
|
(62 |
) |
|
|
(64 |
) |
|
|
(56 |
) |
Amortization of prior service cost
|
|
|
5 |
|
|
|
3 |
|
|
|
2 |
|
Recognized net actuarial (gain) loss
|
|
|
4 |
|
|
|
5 |
|
|
|
(5 |
) |
Amortization of transition asset
|
|
|
1 |
|
|
|
1 |
|
|
|
1 |
|
Transfer from central pool
|
|
|
|
|
|
|
(24 |
) |
|
|
|
|
Curtailment
|
|
|
(5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic pension cost
|
|
|
110 |
|
|
|
48 |
|
|
|
60 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Excludes premiums associated with pooled benefits. |
The following table sets forth the changes in the benefit
obligation and fair value of plan assets during the year and the
funded status of the significant defined benefit pension plans
showing the amounts that are recognized in the Groups
consolidated balance sheet in accordance with US GAAP at
December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
|
Domestic | |
|
Foreign | |
|
Domestic | |
|
Foreign | |
|
|
plans | |
|
plans | |
|
plans | |
|
plans | |
|
|
| |
|
| |
|
| |
|
| |
|
|
EURm | |
|
EURm | |
Projected benefit obligation at beginning of year
|
|
|
(890 |
) |
|
|
(495 |
) |
|
|
(727 |
) |
|
|
(398 |
) |
Foreign currency exchange rate changes
|
|
|
|
|
|
|
(3 |
) |
|
|
|
|
|
|
(3 |
) |
Service cost
|
|
|
(63 |
) |
|
|
(38 |
) |
|
|
(48 |
) |
|
|
(21 |
) |
Interest on projected benefit obligation
|
|
|
(40 |
) |
|
|
(26 |
) |
|
|
(36 |
) |
|
|
(22 |
) |
Plan participants contributions
|
|
|
|
|
|
|
(7 |
) |
|
|
|
|
|
|
(6 |
) |
Actuarial gain (loss)
|
|
|
(51 |
) |
|
|
14 |
|
|
|
(91 |
) |
|
|
(52 |
) |
Curtailment
|
|
|
2 |
|
|
|
|
|
|
|
3 |
|
|
|
|
|
Benefits paid
|
|
|
11 |
|
|
|
9 |
|
|
|
9 |
|
|
|
7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Projected benefit obligation at end of year
|
|
|
(1 031 |
) |
|
|
(546 |
) |
|
|
(890 |
) |
|
|
(495 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan assets at fair value at beginning of year
|
|
|
904 |
|
|
|
373 |
|
|
|
768 |
|
|
|
303 |
|
Foreign currency exchange rate changes
|
|
|
|
|
|
|
3 |
|
|
|
|
|
|
|
4 |
|
Actual return on plan assets
|
|
|
33 |
|
|
|
18 |
|
|
|
102 |
|
|
|
40 |
|
Employer contribution
|
|
|
59 |
|
|
|
32 |
|
|
|
19 |
|
|
|
27 |
|
Plan participants contributions
|
|
|
|
|
|
|
7 |
|
|
|
|
|
|
|
6 |
|
Transfer from central pool
|
|
|
|
|
|
|
|
|
|
|
24 |
|
|
|
|
|
Benefits paid
|
|
|
(11 |
) |
|
|
(9 |
) |
|
|
(9 |
) |
|
|
(7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan assets at fair value at end of year
|
|
|
985 |
|
|
|
424 |
|
|
|
904 |
|
|
|
373 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-74
Notes to the Consolidated Financial Statements (Continued)
|
|
38. |
Differences between International Financial Reporting
Standards and US Generally
Accepted Accounting Principles (Continued) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
|
Domestic | |
|
Foreign | |
|
Domestic | |
|
Foreign | |
|
|
plans | |
|
plans | |
|
plans | |
|
plans | |
|
|
| |
|
| |
|
| |
|
| |
|
|
EURm | |
|
EURm | |
Excess (deficit) of plan assets over projected benefit
obligation
|
|
|
(46 |
) |
|
|
(122 |
) |
|
|
14 |
|
|
|
(122 |
) |
Unrecognized transition asset
|
|
|
1 |
|
|
|
|
|
|
|
1 |
|
|
|
|
|
Unrecognized net actuarial loss
|
|
|
146 |
|
|
|
51 |
|
|
|
84 |
|
|
|
66 |
|
Unamortized prior service cost
|
|
|
25 |
|
|
|
|
|
|
|
30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
126 |
|
|
|
(71 |
) |
|
|
129 |
|
|
|
(56 |
) |
Additional minimum liability
|
|
|
|
|
|
|
(1 |
) |
|
|
|
|
|
|
(13 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net amount recognized before adoption of FAS 158
|
|
|
126 |
|
|
|
(72 |
) |
|
|
129 |
|
|
|
(69 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Adoption of SFAS 158
|
|
|
(172 |
) |
|
|
(50 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net amount recognized after adoption of FAS 158
|
|
|
(46 |
) |
|
|
(122 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table presents the amounts in accumulated other
comprehensive income that have not been recognized as components
of net periodic pension cost as of December 31, 2006:
|
|
|
|
|
|
|
2006 | |
|
|
| |
|
|
EURm | |
Unrecognized transition asset
|
|
|
1 |
|
Unrecognized net actuarial loss
|
|
|
197 |
|
Unamortized prior service cost
|
|
|
25 |
|
|
|
|
|
Unrecognised amounts in accumulated other comprehensive income
|
|
|
223 |
|
|
|
|
|
In 2007, the Group expects to recognise amortization of
transition asset of EUR 1 million, actuarial losses of
EUR 6 million and amortization of prior service cost
of EUR 2 million.
The following table presents the reconciliation of prepaid
benefit cost to the net pension asset (liability) recognized
prior to the adoption of FAS 158 as of December 31,
2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
|
Domestic | |
|
Foreign | |
|
Domestic | |
|
Foreign | |
|
|
plans | |
|
plans | |
|
plans | |
|
plans | |
|
|
| |
|
| |
|
| |
|
| |
|
|
EURm | |
|
EURm | |
Prepaid benefit cost
|
|
|
131 |
|
|
|
58 |
|
|
|
129 |
|
|
|
60 |
|
Accrued benefit liability
|
|
|
(5 |
) |
|
|
(130 |
) |
|
|
|
|
|
|
(129 |
) |
Accumulated other comprehensive income
|
|
|
|
|
|
|
1 |
|
|
|
|
|
|
|
13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net amount recognized
|
|
|
126 |
|
|
|
(71 |
) |
|
|
129 |
|
|
|
(56 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
For plans where the benefit obligation is in excess of the plan
assets, the aggregate benefit obligation is EUR 1
277 million (EUR 251 million in 2005) and the
aggregate fair value of plan assets is EUR 1
099 million (EUR 104 million in 2005). For plans
where the accumulated benefit obligation is in excess of the
plan assets, the aggregate pension accumulated benefit
obligation is EUR 239 million
(EUR 233 million in 2005) and the aggregate fair value
of plan assets is EUR 114 million
(EUR 104 million in 2005).
F-75
Notes to the Consolidated Financial Statements (Continued)
|
|
38. |
Differences between International Financial Reporting
Standards and US Generally
Accepted Accounting Principles (Continued) |
The Accumulated Benefit Obligation at December 31, 2006 for
the domestic plans was EUR 901 million
(EUR 776 million in 2005) and for the foreign plans
EUR 492 million (EUR 443 million in 2005).
The measurement date used to measure the fair value of plan
assets and the projected benefit obligation is December 31.
Weighted average assumptions used in calculation of pension
obligations are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
|
Domestic | |
|
Foreign | |
|
Domestic | |
|
Foreign | |
|
|
| |
|
| |
|
| |
|
| |
|
|
% | |
|
% | |
|
% | |
|
% | |
Discount rate for determining present values
|
|
|
4.60 |
|
|
|
4.78 |
|
|
|
4.20 |
|
|
|
4.55 |
|
Expected long term rate of return on plan assets
|
|
|
4.60 |
|
|
|
5.50 |
|
|
|
4.44 |
|
|
|
5.49 |
|
Annual rate of increase in future compensation levels
|
|
|
3.50 |
|
|
|
3.59 |
|
|
|
3.50 |
|
|
|
3.91 |
|
Pension increases
|
|
|
2.00 |
|
|
|
2.69 |
|
|
|
2.00 |
|
|
|
2.55 |
|
The Group also contributes to multiemployer plans, insured plans
and defined contribution plans. Such contributions were
approximately EUR 198 million, EUR 206 million and EUR
192 million in 2006, 2005 and 2004, respectively, including
premiums associated with pooled benefits.
Weighted average assumptions used in calculation of the Domestic
and Foreign plans net periodic benefit cost for years
ending December 31, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
|
Domestic | |
|
Foreign | |
|
Domestic | |
|
Foreign | |
|
|
| |
|
| |
|
| |
|
| |
|
|
% | |
|
% | |
|
% | |
|
% | |
Discount rate for determining present values
|
|
|
4.20 |
|
|
|
4.55 |
|
|
|
4.75 |
|
|
|
5.00 |
|
Expected long term rate of return on plan assets
|
|
|
4.44 |
|
|
|
5.49 |
|
|
|
5.00 |
|
|
|
5.31 |
|
Annual rate of increase in future compensation levels
|
|
|
3.50 |
|
|
|
3.91 |
|
|
|
3.50 |
|
|
|
3.82 |
|
Pension increases
|
|
|
2.00 |
|
|
|
2.55 |
|
|
|
2.00 |
|
|
|
2.38 |
|
The assumption for weighted average expected return on plan
assets is based on the target asset allocation at the beginning
of the year as well as the expected deviation limit utilization.
The expected returns for the various asset classes are based on
1) a general inflation expectation and 2) asset class
specific long-term historical real returns, which are assumed to
be indicative of future expectations without requiring further
adjustments.
Estimated future benefits payments, which reflect expected
future service, as appropriate, are expected to be paid as
follows:
|
|
|
|
|
|
|
|
|
|
|
Domestic | |
|
Foreign | |
|
|
Pension | |
|
Pension | |
|
|
Benefits | |
|
Benefits | |
|
|
| |
|
| |
|
|
EURm | |
|
EURm | |
2007
|
|
|
12 |
|
|
|
9 |
|
2008
|
|
|
16 |
|
|
|
9 |
|
2009
|
|
|
20 |
|
|
|
10 |
|
2010
|
|
|
23 |
|
|
|
10 |
|
2011
|
|
|
26 |
|
|
|
11 |
|
2012-2016
|
|
|
174 |
|
|
|
64 |
|
F-76
Notes to the Consolidated Financial Statements (Continued)
|
|
38. |
Differences between International Financial Reporting
Standards and US Generally
Accepted Accounting Principles (Continued) |
Reclassification of foreign currency translation
While foreign currency translation differences are the same in
aggregate, certain classification differences exist between IFRS
and US GAAP. Net foreign exchange gains/(losses) of EUR
(202) million, EUR (161) million and EUR
(54) million are included in the determination of net
income under US GAAP of which EUR (414) million,
EUR 418 million and EUR (345) million are
included in cost of sales for the year ended December 31,
2006, 2005 and 2004, respectively. EUR 243 million,
EUR (568) million and EUR 283 million of the
net foreign exchange gains/(losses) are included in the
determination of net sales in 2006, 2005 and 2004, respectively.
Reclassification to financial income and expense
Under IFRS, certain net gains of EUR 137 million in
2004 have been classified as other operating income in 2004.
This gain resulted from instruments held for operating purposes
that were considered to be non-hedging derivatives under US GAAP
and are classified as financial income and expense.
Included within the EUR 137 million net gain
recognized in 2004 is EUR 160 million, representing
the premium return under a multi-line, multi-year insurance
program, see Note 7. Under US GAAP, this gain represents
the settlement of a call option on the counter partys
interest in an unconsolidated reinsurance subsidiary.
Bank and cash
Under US GAAP, bank overdrafts of EUR 112 million and
EUR 46 million in 2006 and 2005, respectively, for
which there is a legal right of offset are excluded from
short-term borrowings and included within bank and cash, which
has been reflected in total US GAAP assets of
EUR 22 835 million and
EUR 22 725 million, respectively.
Treasury stock retirement
Under IFRS, the accounting treatment for treasury stock
retirement involves an increase in the share premium account
corresponding to the reduction in share capital for the nominal
value of treasury stock retired. Treasury stock is reduced by
the acquisition cost of retired treasury stock with a
corresponding reduction in retained earnings.
Under US GAAP, the accounting treatment for treasury stock
retirement does not affect the share premium account. Instead,
the reduction in retained earnings is offset in part by the
reduction in share capital for the nominal value of treasury
stock retired. The impact of this difference is a reduction in
the share premium account amounting to EUR 20 million
and EUR 14 million in 2006 and 2005, respectively.
Minority interests
IFRS requires the presentation of minority interests within
equity on the face of the balance sheet. Under US GAAP, minority
interests is presented as a separate item on the face of the
balance sheet outside of equity.
Indemnification agreements
The Group enters into standard indemnification agreements in the
ordinary course of business. Pursuant to these agreements, the
Group indemnifies, holds harmless, and agrees to reimburse the
indemnified party for losses suffered or incurred by the
indemnified party, generally the Groups
F-77
Notes to the Consolidated Financial Statements (Continued)
|
|
38. |
Differences between International Financial Reporting
Standards and US Generally
Accepted Accounting Principles (Continued) |
business partners or customers, in connection with any patent,
or any copyright or other intellectual property infringement
claim by any third party with respect to the Groups
products. The term of these indemnification agreements is
generally perpetual following execution of the agreement. The
maximum potential amount of future payments the Group could be
required to make under these indemnification agreements is
unlimited; however, the Group has not incurred costs to defend
lawsuits or settle claims related to these indemnification
agreements and accordingly, no amounts have been accrued in
respect of the indemnification provisions as of
December 31, 2006. In addition, the Group has entered into
customary Directors and Officers liability insurance
policy, and, to a limited extent, indemnification agreements
covering its directors and officers.
Adoption of pronouncements under US GAAP
In November 2005, the FASB issued Staff Position No.
(FSP) 115-1 The Meaning of Other-Than-Temporary Impairment
and its Application to Certain Investments. FSP 115-1 provides
accounting guidance for identifying and recognizing
other-than-temporary impairments of debt and equity securities,
as well as cost method investments in addition to disclosure
requirements. FSP 115-1 is effective for reporting periods
beginning after December 15, 2005. The adoption of FSP
115-1 did not have a material impact on the Groups
financial condition or results or operations.
In September 2006, the SEC issued Staff Accounting
Bulletin No. 108, Considering the Effects of Prior
Year Misstatements when Quantifying Misstatements in the Current
Year Financial Statements. SAB 108 puts forward a single
quantification framework, the dual approach, to be used by all
public companies in the quantification of identified
misstatements. The dual approach requires consideration of the
impact of misstatements on both the income statement (the
rollover method) and the balance sheet (the
iron-curtain method). The impact resulting from the
adoption of SAB 108 is detailed in change in method of
quantifying misstatements section.
In September 2006, the FASB issued FAS 158, Employers
Accounting for Defined Benefit Pension and Other Postretirement
Plans an amendment of FASB Statements No. 87, 88, 106, and
132(R). FAS 158 requires balance sheet recognition of the
funded status of single-employer defined benefit pension
schemes. The funded status is measured as the difference between
the plan assets at fair value and the projected benefit
obligation. Actuarial gains and losses, prior service costs and
credits, and transition obligations that have not been
recognized as of the end of the fiscal year are recognized along
with amounts required to recognize the additional minimum
liability, net of tax, as components of accumulated other
comprehensive income. Other comprehensive income is then
adjusted as these amounts are subsequently recognized as
components of net periodic pension cost. FAS 158 also
requires the employer to align the measurement date for plan
assets and benefit obligations with the employers fiscal
year-end. The impact resulting from the adoption of FAS 158
is detailed in pensions section.
New accounting pronouncements under US GAAP
In June 2006, the FASB issued FASB Interpretation No. 48,
Accounting for Uncertainty in Income Taxes (FIN 48), an
Interpretation of SFAS 109, Accounting for Income Taxes.
FIN 48 was issued to clarify the accounting for uncertainty
in tax positions taken or expected to be taken in a tax return.
Under FIN 48, the tax benefit from an uncertain tax
position may be recognized only if it is more likely than not
that the tax position will be sustained upon examination by tax
authorities. The Group plans to adopt FIN 48 for annual
periods beginning January 1, 2007. The Group is currently
evaluating the potential impact that the adoption of FIN 48
will have on its consolidated financial statements.
F-78
Notes to the Consolidated Financial Statements (Continued)
|
|
38. |
Differences between International Financial Reporting
Standards and US Generally
Accepted Accounting Principles (Continued) |
In September 2006, the FASB issued FAS 157, Fair Value
Measurements. FAS 157 provides guidance on the measurement
of fair value in US GAAP and expands fair value measurement
disclosures. FAS 157 is applicable whenever other
accounting pronouncements require or permit fair value
measurements and does not expand the use of fair value in any
new circumstances. The Group will apply this standard for annual
periods beginning January 1, 2007. The Group is currently
evaluating the potential impact that the adoption of
FAS 157 will have on its consolidated financial statements.
In February 2007, the FASB issued FAS 159, The Fair Value
Option for Financial Assets and Financial Liabilities, Including
an Amendment of FASB Statement No. 115 (FAS 159).
FAS 159 permits entities to measure many financial
instruments and certain other assets and liabilities at fair
value on an instrument-by-instrument basis. The Group will apply
this standard for annual periods beginning January 1, 2008.
The Group is currently evaluating the potential impact that the
adoption of FAS 159 will have on its consolidated financial
statements.
F-79
SIGNATURES
The registrant hereby certifies that it meets all of the
requirements for filing on
Form 20-F and that
it has duly caused and authorized the undersigned to sign this
annual report on its behalf.
|
|
|
|
|
Name: Anja
Korhonen |
|
Title: Senior Vice President,
Corporate Controller |
|
|
|
|
By: |
/s/ Kaarina Stahlberg
|
|
|
|
|
|
Name: Kaarina
Stahlberg |
|
Title: Vice President, Assistant
General Counsel |
|
|
March 12, 2007 |
F-80