NOKIA CORP [NOK] Filings

20-F 1 nok-20231231.htm 20-F nok-20231231

Nokia Annual Report

on Form 20-F 2023

As filed with the Securities and Exchange Commission on 29 February 2024

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 31 December 2023

Commission file number 1-13202

Nokia Corporation

(Exact name of Registrant as specified in its charter)

Republic of Finland

(Jurisdiction of incorporation)

Karakaari 7 FI-02610 Espoo, Finland

(Address of principal executive offices)

Johanna Mandelin, Global Head of Corporate Legal, Telephone: +358 (0) 104 488 000, Facsimile: +358 (0) 104 481 002,

Karakaari 7, FI-02610 Espoo, Finland

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 (the “Exchange Act”):



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
American Depositary Shares	NOK	New York Stock Exchange
Shares		New York Stock Exchange(1)

(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 registrant’s classes of capital or common stock as of the close of the period covered by the annual report. Shares: 5 613 496 565.


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.	Yes ☒	No ☐
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 ☐	No ☒
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.	Yes ☒	No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).	Yes ☒	No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” or “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer ☒	Accelerated filer ☐
Non-accelerated filer ☐	Smaller reporting company ☐
Emerging growth company ☐


Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.	☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.	☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).	☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:


	U.S. GAAP ☐
	International Financial Reporting Standards as issued by the International Accounting Standards Board ☒
	Other ☐


If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.	Item 17 ☐	Item 18 ☐
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 ☐	No ☒


Form 20-F Item Number		Form 20-F Heading	Section in Document
ITEM	1	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	N/A
ITEM	2	OFFER STATISTICS AND EXPECTED TIMETABLE	N/A
ITEM	3	KEY INFORMATION
	3A	[Reserved]
	3B	Capitalization and Indebtedness	N/A
	3C	Reasons for the Offer and Use of Proceeds	N/A
	3D	Risk Factors	Operating and financial review and prospects—Risk factors
ITEM	4	INFORMATION ON THE COMPANY
	4A	History and Development of the Company	Cover page; Business overview; Introduction and use of certain terms; Business overview—Our history; Operating and financial review and prospects—Liquidity and capital resources; General Facts on Nokia—Alternative performance measures; Operating and financial review and prospects—Significant subsequent events; Other information— Investor information
	4B	Business Overview	Business overview—Nokia in 2023; Business overview—Our strategy; Business Overview—Our business groups; Financial statements—Notes to the consolidated financial statements—Note 2.2. Segment information; General facts on Nokia—Government regulation
	4C	Organizational Structure	Business overview—Nokia in 2023; Financial statements—Notes to the consolidated financial statements—Note 2.2. Segment information; Financial statements—Notes to the consolidated financial statements—Note 6.2. Principal Group companies; Financial statements—Notes to the consolidated financial statements—Note 6.3. Significant partly-owned subsidiaries
	4D	Property, Plants and Equipment	Financial statements—Notes to the consolidated financial statements—Note 4.2. Property, plant and equipment; Financial statements—Notes to the consolidated financial statements—Note 4.3. Leases; Business overview—Supply chain, sourcing and manufacturing
	4A	UNRESOLVED STAFF COMMENTS	None
ITEM	5	OPERATING AND FINANCIAL REVIEW AND PROSPECTS
	5A	Operating Results	Business overview—Our strategy; General facts on Nokia—Government regulation; Financial statements—Notes to the consolidated financial statements—Section 2. Results for the year; Financial statements—Notes to the consolidated financial statements—Note 5.4. Financial risk management; Operating and financial review and prospects— Operating and financial review
	5B	Liquidity and Capital Resources	Operating and financial review and prospects—Liquidity and capital resources; Financial statements—Notes to the consolidated financial statements—Note 5.2. Financial assets and liabilities; Financial statements—Notes to the consolidated financial statements—Note 5.3. Derivative and firm commitment assets and liabilities; Financial statements—Notes to the consolidated financial statements—Note 6.1. Commitments, contingencies and legal proceedings; Financial statements—Notes to the consolidated financial statements—Note 5.4. Financial risk management
	5C	Research and Development, Patents and Licenses etc.	Business overview—Our strategy; Business overview—Nokia Technologies; Operating and financial review and prospects—Results of operations; Operating and financial review and prospects—Results of segments
	5D	Trend Information	Business overview—Nokia in 2023; Business overview—Our strategy
	5E	Critical Accounting Estimates	N/A
ITEM	6	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
	6A	Directors and senior management	Corporate governance—Corporate Governance Statement
	6B	Compensation	Corporate governance—Compensation; Financial statements—Notes to the consolidated financial statements—Note 6.4. Related party transactions; Corporate Governance —Remuneration; Financial Statements—Notes to the consolidated financial statements—Note 3.2. Remuneration of key management
	6C	Board Practices	Corporate governance—Corporate governance statement; Corporate governance—Remuneration—Remuneration governance
	6D	Employees	Operating and financial review and prospects—Sustainability and corporate responsibility
	6E	Share Ownership	Business Overview—Nokia in 2023; Corporate governance—Remuneration—Remuneration Report 2023; Corporate governance—Corporate governance statement; Financial statements—Notes to the consolidated financial statements—Note 3.3. Share-based payments

Cross-reference table to Form 20-F


Form 20-F Item Number		Form 20-F Heading	Section in Document
	6F	Disclosure of a registrant’s action to recover erroneously awarded compensation	N/A
ITEM	7	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
	7A	Major Shareholders	Operating and financial review and prospects—Shares and shareholders
	7B	Related Party Transactions	Financial statements—Notes to the consolidated financial statements—Note 6.4. Related party transactions
	7C	Interests of Experts and Counsel	N/A
ITEM	8	FINANCIAL INFORMATION
	8A	Consolidated Statements and Other Financial Information	Financial statements; Reports of independent registered public accounting firm; Operating and financial review and prospects—Shares and shareholders—Dividend and share buybacks; Financial statements—Notes to the consolidated financial statements—Note 6.1. Commitments, contingencies and legal proceedings
	8B	Significant Changes	Operating and financial review and prospects—Significant subsequent events; Financial statements—Notes to the consolidated financial statements—Notes 6.5. Subsequent events
ITEM	9	THE OFFER AND LISTING
	9A	Offer and Listing Details	Operating and financial review and prospects—Shares and shareholders; Other information—Investor information—Stock exchanges
	9B	Plan of Distribution	N/A
	9C	Markets	Operating and financial review and prospects—Shares and shareholders; Financial statements—Notes to the consolidated financial statements—Note 1.1. Corporate information; Investor information; Other information—Investor information—Stock exchanges
	9D	Selling Shareholders	N/A
	9E	Dilution	N/A
	9F	Expenses of the Issue	N/A
ITEM	10	ADDITIONAL INFORMATION
	10A	Share capital	N/A
	10B	Memorandum and Articles of Association	Operating and financial review and prospects—Articles of Association; Other information—Exhibits
	10C	Material Contracts	N/A
	10D	Exchange Controls	General facts on Nokia—Controls and procedures—Exchange controls
	10E	Taxation	General facts on Nokia—Taxation
	10F	Dividends and Paying Agents	N/A
	10G	Statement by Experts	N/A
	10H	Documents on Display	Other information—Investor information—Documents on display
	10I	Subsidiary Information	N/A
ITEM	11	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	Business overview—Our strategy; Operating and financial review and prospects—Risk factors—Financial and tax-related uncertainties; Financial statements—Notes to the consolidated financial statements—Note 5.4. Financial risk management; Financial statements—Notes to the consolidated financial statements—Note 4.5. Trade receivables and other customer-related balances
ITEM	12	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
	12A	Debt Securities	N/A
	12B	Warrants and Rights	N/A
	12C	Other Securities	N/A
	12D	American Depositary Shares	General facts on Nokia—American Depositary Shares; Introduction and use of certain terms
ITEM	13	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	None


Form 20-F Item Number		Form 20-F Heading	Section in Document
ITEM	14	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	None
ITEM	15	CONTROLS AND PROCEDURES	Corporate governance—Corporate governance statement—Risk management, internal control and internal audit functions at Nokia; General facts on Nokia—Controls and procedures
ITEM	16	[Reserved]
	16A	AUDIT COMMITTEE FINANCIAL EXPERT	Corporate governance—Corporate governance statement—Board of Directors—Committees of the Board of Directors
	16B	CODE OF ETHICS	Corporate governance—Corporate governance statement—Regulatory Framework; Operating and financial review and prospects—Sustainability and corporate responsibility; Other information—Exhibits
	16C	PRINCIPAL ACCOUNTANT FEES AND SERVICES	Corporate governance—Corporate governance statement—Auditor fees and services; Corporate governance—Corporate governance statement—Audit Committee pre- approval policies and procedures
	16D	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	None
	16E	PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	Operating and financial review and prospects—Shares and shareholders—Purchases of equity securities by the Company and affiliated purchasers Corporate Governance—Compensation
	16F	CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT	N/A
	16G	CORPORATE GOVERNANCE	Corporate governance—Corporate governance statement—Regulatory framework
	16H	MINE SAFETY DISCLOSURE	None
	16I	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	N/A
	16J	INSIDER TRADING POLICIES	N/A
	16K	CYBERSECURITY	Corporate governance—Corporate Governance Statement—Risk management, internal control and internal audit functions at Nokia; Operating and financial review and prospects—Risk factors—Risks impacting our competitiveness
ITEM	17	FINANCIAL STATEMENTS	Financial statements
ITEM	18	FINANCIAL STATEMENTS	Financial statements
ITEM	19	EXHIBITS	Other information—Exhibits

Certain statements contained in this report constitute

“forward-looking statements.” Forward-looking statements

provide Nokia's current expectations of future events and

trends based on certain assumptions and include any

statement that does not directly relate to any current or

historical fact. The words “believe,” “expect,” “expectations,”

“anticipate,” “foresee,” “see,” “target,” “estimate,” “designed,”

“aim,” “plan,” “intend,” “influence,” “assumption,” “focus,”

“continue,” “project,” “should," "is to," "will,” "strive," "may,”

"could,” “forecast,” or similar expressions as they relate to us

or our management are intended to identify these forward-

looking statements, as well as statements regarding:

a)business strategies, projects, market expansion, growth

management, and future industry trends and megatrends

and our plans to address them;

b)future performance of our businesses and any future

distributions and dividends;

c)expectations and targets regarding financial performance,

results, operating expenses, cash flows, taxes, currency

exchange rates, hedging, cost savings and competitiveness,

as well as results of operations including targeted synergies

and those related to market share, prices, net sales, income

and margins;

d)expectations, plans, timelines or benefits related to changes

in our organizational and operational structure;

e)market developments in our current and future markets

and their seasonality and cyclicality, including the

communications service provider market, as well as general

economic conditions, future regulatory developments and

the expected impact, timing and duration of potential global

pandemics and geopolitical conflicts on our businesses, our

supply chain, our customers’ businesses and the general

market and economic conditions;

f)our position in the market, including product portfolio

and geographical reach, and our ability to use the same

to develop the relevant business or market and maintain

our order pipeline over time;

g)any future collaboration or business collaboration

agreements or patent license agreements or arbitration

awards, including income from any collaboration or

partnership, agreement or award;

h)timing of the development and delivery of our products

and services;

i)the outcome of pending and threatened litigation,

arbitration, disputes, regulatory proceedings or

investigations by authorities;

j)restructurings, investments, capital structure optimization

efforts, divestments and our ability to achieve the financial

and operational targets set in connection with any such

restructurings, investments, and capital structure

optimization efforts including our ongoing cost savings

program;

k)future capital expenditures, temporary incremental

expenditures or other R&D expenditures to develop or

rollout new products; and

l)sustainability and corporate responsibility.

These statements are based on management’s best

assumptions and beliefs in light of the information currently

available to it and are subject to a number of risks and

uncertainties, many of which are beyond our control, which

could cause actual results to differ materially from such

statements. These statements are only predictions based upon

our current expectations and views of future events and

developments and are subject to risks and uncertainties that

are difficult to predict because they relate to events and

depend on circumstances that will occur in the future. Risks

and uncertainties that could affect these statements include

but are not limited to the risk factors specified under the

section “Risk factors” of this report and in our other filings or

documents furnished with the U.S. Securities and Exchange

Commission. Other unknown or unpredictable factors or

underlying assumptions subsequently proven to be incorrect

could cause actual results to differ materially from those

in the forward-looking statements. We do not undertake

any obligation to publicly update or revise forward-looking

statements, whether as a result of new information, future

events or otherwise, except to the extent legally required.

Forward-looking statements

Nokia Corporation is a public limited liability company

incorporated under the laws of the Republic of Finland and

registered to the Finnish Trade Register since 1896. In this

Annual Report on Form 20-F, any reference to “we,” “us,” “the

Group,” “the company” or “Nokia” means Nokia Corporation

and its consolidated subsidiaries and generally Nokia’s

continuing operations, except where we separately specify that

the term means Nokia Corporation or a particular subsidiary

or business segment only or our discontinued operations.

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 1 January

1999. In this Annual Report on Form 20-F, references to “EUR,”

“euro” or “€” are to the common currency of the Eu

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