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As filed with the Securities and Exchange Commission on
    March 11, 2011.
   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, 2010
  Commission file number 1-13202
      Nokia Corporation
       Republic of Finland
 (Jurisdiction of incorporation)
  Keilalahdentie 4,
    P.O. Box 226, FI-00045 NOKIA GROUP, Espoo, Finland (Address of principal
    executive offices)
  Kaarina Ståhlberg, Vice
    President, Assistant General Counsel
    Telephone: +358 (0)7
    1800-8000,
    Facsimile: +358 (0) 7
    1803-8503
    Keilalahdentie 4, P.O. Box 226, FI-00045 NOKIA GROUP,
    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):
  Name of each exchangeTitle of each class

on which registeredAmerican Depositary Shares
    Shares

New York Stock Exchange
    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.  None
  5.375% Notes due
    2019 and 6.625% Notes due 2039
    Shares: 3 744 956 052.
   Yes
    x  No
    o
   Yes
    o  No
    x
   Yes
    x  No
    o
  Rule 12b-2
 Large
    accelerated
    filer  x
    Accelerated
    filer  o
    Non-accelerated
    filer  o
    Smaller reporting company
    o (Do not check if a smaller
    reporting company)
    U.S.GAAP
    o
  International Financial Reporting
    Standards as issued by the International Accounting Standards
    Board x
  Other
    o
   Item 17
    o  Item 18
    o
  Rule 12b-2
 Yes
    o  No
    x




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TABLE OF
    CONTENTS
   
 PageINTRODUCTION AND USE OF CERTAIN TERMS


4FORWARD-LOOKING STATEMENTS


5PART IITEM 1.

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND
    ADVISERS


8ITEM 2.

OFFER STATISTICS AND EXPECTED TIMETABLE


8ITEM 3.

KEY INFORMATION


83A.

Selected Financial Data


83B.

Capitalization and Indebtedness


123C.

Reasons for the Offer and Use of Proceeds


123D.

Risk Factors


12ITEM 4.

INFORMATION ON THE COMPANY


394A.

History and Development of the Company


394B.

Business Overview


424C.

Organizational Structure


744D.

Property, Plants and Equipment


74ITEM 4A.

UNRESOLVED STAFF COMMENTS


75ITEM 5.

OPERATING AND FINANCIAL REVIEW AND PROSPECTS


755A.

Operating Results


755B.

Liquidity and Capital Resources


1185C.

Research and Development, Patents and Licenses


1225D.

Trend Information


1225E.

Off-Balance Sheet Arrangements


1225F.

Tabular Disclosure of Contractual Obligations


123ITEM 6.

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES


1236A.

Directors and Senior Management


1236B.

Compensation


1326C.

Board Practices


1516D.

Employees


1566E.

Share Ownership


156ITEM 7.

MAJOR SHAREHOLDERS AND RELATED PARTY
    TRANSACTIONS


1647A.

Major Shareholders


1647B.

Related Party Transactions


1647C.

Interests of Experts and Counsel


165ITEM 8.

FINANCIAL INFORMATION


1658A.

Consolidated Statements and Other Financial
    Information


1658B.

Significant Changes


170ITEM 9.

THE OFFER AND LISTING


1709A.

Offer and Listing Details


1709B.

Plan of Distribution


1719C.

Markets


1719D.

Selling Shareholders


1719E.

Dilution


1719F.

Expenses of the Issue


172 2




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PageITEM 10.

ADDITIONAL INFORMATION


17210A.

Share Capital


17210B.

Memorandum and Articles of Association


17210C.

Material Contracts


17410D.

Exchange Controls


17410E.

Taxation


17410F.

Dividends and Paying Agents


17810G.

Statement by Experts


17810H.

Documents on Display


17810I.

Subsidiary Information


178ITEM 11.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
    MARKET RISK


178ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY
    SECURITIES


17912D.

American Depositary Shares


179PART IIITEM 13.

DEFAULTS, DIVIDEND ARREARAGES AND
    DELINQUENCIES


180ITEM 14.

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY
    HOLDERS AND USE OF PROCEEDS


180ITEM 15.

CONTROLS AND PROCEDURES


180ITEM 16A.

AUDIT COMMITTEE FINANCIAL EXPERT


180ITEM 16B.

CODE OF ETHICS


181ITEM 16C.

PRINCIPAL ACCOUNTANT FEES AND SERVICES


181ITEM 16D.

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT
    COMMITTEES


182ITEM 16E.

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND
    AFFILIATED PURCHASERS


182ITEM 16F.

CHANGE IN REGISTRANTS CERTIFYING
    ACCOUNTANT


182ITEM 16G.

CORPORATE GOVERNANCE


182PART IIIITEM 17.

FINANCIAL STATEMENTS


183ITEM 18.

FINANCIAL STATEMENTS


183ITEM 19.

EXHIBITS


183GLOSSARY OF TERMS


184Exhibit 1Exhibit 8Exhibit 12.1Exhibit 12.2Exhibit 13Exhibit 15.(a)   3




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INTRODUCTION AND
    USE OF CERTAIN TERMS  Form 20-F,
  1800-8000.
    www.nokia.com Form 20-F www.nokia.com http://citibank.ar.wilink.com 1-877-NOKIA-ADR 02940-5140,
 4




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##### Table of Contents



FORWARD-LOOKING
    STATEMENTS    
    the intention to form a strategic partnership with Microsoft to
    combine complementary assets and expertise to form a global
    mobile ecosystem and to adopt Windows Phone as our primary
    smartphone platform, including the expected plans and benefits
    of such partnership;
    the timing and expected benefits of our new strategy, including
    expected operational and financial benefits and targets as well
    as changes in leadership and operational structure;
    the timing of the deliveries of our products and services;
    our ability to innovate, develop, execute and commercialize new
    technologies, products and services;
    expectations regarding market developments and structural
    changes;
    expectations and targets regarding our industry volumes, market
    share, prices, net sales and margins of products and services;
    expectations and targets regarding our operational priorities
    and results of operations;
    expectations and targets regarding collaboration and partnering
    arrangements;
    the outcome of pending and threatened litigation;
    expectations regarding the successful completion of acquisitions
    or restructurings on a timely basis and our ability to achieve
    the financial and operational targets set in connection with any
    such acquisition or restructuring; and
    statements preceded by believe, expect,
    anticipate, foresee, target,
    estimate, designed, plans,
    will or similar expressions.    1.
    whether definitive agreements can be entered into with Microsoft
    for the proposed partnership in a timely manner, or at all, and
    on terms beneficial to us;2.
    our ability to succeed in creating a competitive smartphone
    platform for high-quality differentiated winning smartphones or
    in creating new sources of revenue through the proposed
    partnership with Microsoft;3.
    the expected timing of the planned transition to Windows Phone
    as our primary smartphone platform and the introduction of
    mobile products based on that platform;4.
    our ability to maintain the viability of our current Symbian
    smartphone platform during the transition to Windows Phone as
    our primary smartphone platform;5.
    our ability to realize a return on our investment in MeeGo and
    next generation devices, platforms and user experiences;6.
    our ability to build a competitive and profitable global
    ecosystem of sufficient scale, attractiveness and value to all
    participants and to bring winning smartphones to the market in a
    timely manner;7.
    our ability to produce mobile phones in a timely and cost
    efficient manner with differentiated hardware, localized
    services and applications; 5




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8.
    our ability to increase our speed of innovation, product
    development and execution to bring new competitive smartphones
    and mobile phones to the market in a timely manner;9.
    our ability to retain, motivate, develop and recruit
    appropriately skilled employees;  10.
    our ability to implement our strategies, particularly our new
    mobile product strategy;11.
    the intensity of competition in the various markets where we do
    business and our ability to maintain or improve our market
    position or respond successfully to changes in the competitive
    environment;12.
    our ability to maintain and leverage our traditional strengths
    in the mobile product market if we are unable to retain the
    loyalty of our mobile operator and distributor customers and
    consumers as a result of the implementation of our new strategy
    or other factors;13.
    our success in collaboration and partnering arrangements with
    third parties, including Microsoft;14.
    the success, financial condition and performance of our
    suppliers, collaboration partners and customers;15.
    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 services;16.
    our ability to source sufficient amounts of fully functional
    quality components,
    sub-assemblies
    and software on a timely basis without interruption and on
    favorable terms;17.
    our ability to manage our inventory and timely adapt our supply
    to meet changing demands for our products;18.
    our ability to successfully manage costs;19.
    our ability to effectively and smoothly implement the new
    operational structure for our devices and services business
    effective April 1, 2011;20.
    the development of the mobile and fixed communications industry
    and general economic conditions globally and regionally;21.
    exchange rate fluctuations, including, in particular,
    fluctuations between the euro, which is our reporting currency,
    and the US dollar, the Japanese yen and the Chinese yuan, as
    well as certain other currencies;22.
    our ability to protect the 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 services;23.
    our ability to protect numerous Nokia, NAVTEQ and Nokia Siemens
    Networks patented, standardized or proprietary technologies from
    third-party infringement or actions to invalidate the
    intellectual property rights of these technologies;24.
    the impact of changes in government policies, trade policies,
    laws or regulations and economic or political turmoil in
    countries where our assets are located and we do business;25.
    any disruption to information technology systems and networks
    that our operations rely on;26.
    unfavorable outcome of litigations;27.
    allegations of possible health risks from electromagnetic fields
    generated by base stations and mobile products and lawsuits
    related to them, regardless of merit;28.
    our ability to achieve targeted costs reductions and increase
    profitability in Nokia Siemens Networks and to effectively and
    timely execute related restructuring measures; 6




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29.
    Nokia Siemens Networks ability to maintain or improve its
    market position or respond successfully to changes in the
    competitive environment;30.
    Nokia Siemens Networks liquidity and its ability to meet
    its working capital requirements;31.
    whether Nokia Siemens Networks acquisition of the majority
    of Motorolas wireless network infrastructure assets will
    be completed in a timely manner, or at all, and, if completed,
    whether Nokia Siemens Networks is able to successfully integrate
    the acquired business, cross-sell its existing products and
    services to customers of the acquired business and realize the
    expected synergies and benefits of the planned acquisition;32.
    Nokia Siemens Networks ability to timely introduce new
    products, services, upgrades and technologies;33.
    Nokia Siemens Networks success in the telecommunications
    infrastructure services market and Nokia Siemens Networks
    ability to effectively and profitably adapt its business and
    operations in a timely manner to the increasingly diverse
    service needs of its customers;34.
    developments under large, multi-year contracts or in relation to
    major customers in the networks infrastructure and related
    services business;35.
    the management of our customer financing exposure, particularly
    in the networks infrastructure and related services business;36.
    whether ongoing or any additional governmental investigations
    into alleged violations of law by some former employees of
    Siemens AG (Siemens) may involve and affect the
    carrier-related assets and employees transferred by Siemens to
    Nokia Siemens Networks;37.
    any impairment of Nokia Siemens Networks customer relationships
    resulting from ongoing or any additional governmental
    investigations involving the Siemens carrier-related operations
    transferred to Nokia Siemens Networks;     7




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PART I  ITEM 1.
    IDENTITY
    OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS    ITEM 2.
    OFFER
    STATISTICS AND EXPECTED TIMETABLE    ITEM 3.
    KEY
    INFORMATION 3A. Selected
    Financial Data        Year Ended December 31,2006(1)

2007(1)

2008(1)

2009(1)

2010(1)

2010(1)(EUR)

(EUR)

(EUR)

(EUR)

(EUR)

(USD)(in millions, except per share data)Profit and Loss Account DataNet sales


41 121



51 058



50 710



40 984



42 446



56 322Operating profit


5 488



7 985



4 966



1 197



2 070



2 747Profit before tax


5 723



8 268



4 970



962



1 786



2 370Profit attributable to equity holders of the parent


4 306



7 205



3 988



891



1 850



2 455Earnings per share (for profit attributable to equity holders of
    the parent)Basic earnings per share


1.06



1.85



1.07



0.24



0.50



0.66Diluted earnings per share


1.05



1.83



1.05



0.24



0.50



0.66Cash dividends per share


0.43



0.53



0.40



0.40



0.40
(2)


0.53
(2)Average number of shares 
    (millions of shares)Basic


4 063



3 885



3 744



3 705



3 709



3 709Diluted


4 087



3 932



3 780



3 721



3 713



3 713 8




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##### Table of Contents



December 31,2006(1)

2007(1)

2008(1)

2009(1)

2010(1)

2010(1)(EUR)

(EUR)

(EUR)

(EUR)

(EUR)

(USD)(in millions, except per share data)Balance Sheet DataFixed assets and other non-current assets


4 031



8 305



15 112



12 125



11 978



15 893Cash and other liquid
    assets(3)


8 537



11 753



6 820



8 873



12 275



16 288Other current assets


10 049



17 541



17 650



14 740



14 870



19 731Total assets


22 617



37 599



39 582



35 738



39 123



51 912Capital and reserves attributable to equity holders of the parent


11 968



14 773



14 208



13 088



14 384



19 086Non-controlling interests


92



2 565



2 302



1 661



1 847



2 451Long-term interest-bearing liabilities


69



203



861



4 432



4 242



5 628Other long-term liabilities


327



1 082



1 856



1 369



1 110



1 473Borrowings due within one year


180



887



3 591



771



1 037



1 376Other current liabilities


9 981



18 089



16 764



14 417



16 503



21 898Total shareholders equity and liabilities


22 617



37 599



39 582



35 738



39 123



51 912Net interest-bearing
    debt(4)


(8 288
)


(10 663
)


(2 368
)


(3 670
)


(6 996
)


(9 283
)Share capital


246



246



246



246



246



326     (1)

    
    As from April 1, 2007, our consolidated financial data
    includes that of Nokia Siemens Networks on a fully consolidated
    basis. Nokia Siemens Networks, a company jointly owned by Nokia
    and Siemens, is comprised of our former Networks business group
    and Siemens carrier-related operations for fixed and
    mobile networks. Accordingly, our consolidated financial data
    for the year ended December 31, 2006 is not directly
    comparable to any subsequent years and our consolidated
    financial data for the year ended December 31, 2007 is not
    directly comparable to any prior or subsequent years. Our
    consolidated financial data for the periods prior to
    April 1, 2007 included our former Networks business group
    only.(2)

    
    The cash dividend for 2010 is what the Board of Directors will
    propose for shareholders approval at the Annual General
    Meeting convening on May 3, 2011.(3)

    
    For the years ended December 31, 2009 and 2010, 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,
    (3) available-for-sale
    investments, liquid assets and (4) investments at fair
    value through profit and loss, liquid assets. For the previous
    years, 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.(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
   9




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Share
    Buy-backs
    equity-based
    EUR millionsNumber of shares

(in total)2006


212 340 000



3 4122007


180 590 000



3 8842008


157 390 000



3 1232009






2010






   Cash
    Dividends
   10




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EUR millionsEUR per share

USD per ADS

(in total)2006


0.43



0.58



1 6852007


0.53



0.83



1 9922008


0.40



0.54



1 4812009


0.40



0.49



1 4832010


0.40
(1)



(2)


1 498
(3)     (1)

    
    The proposal of the Board of Directors for shareholders
    approval at the Annual General Meeting convening on May 3,
    2011.(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.(3)

    
    Maximum amount to be distributed as dividend based on the number
    of shares at December 31, 2010. Earlier year figure
    represents the total actual amount paid.    Exchange Rate
    Data
    Exchange RatesRate at


Average


Highest


LowestFor the year ended December 31:

period end


rate


rate


rate(USD per EUR)2006


1.3197



1.2661



1.3327



1.18602007


1.4603



1.3797



1.4862



1.29042008


1.3919



1.4695



1.6010



1.24462009


1.4332



1.3955



1.5100



1.25472010


1.3269



1.3216



1.4536



1.1959For the month
    ended:September 30, 2010


1.3601



1.3103



1.3638



1.2708October 31, 2010


1.3894



1.3900



1.4066



1.3688November 30, 2010


1.3036



1.3654



1.4224



1.3036December 31, 2010


1.3269



1.3221



1.3395



1.3089January 31, 2011


1.3715



1.3371



1.3715



1.2944February 28, 2011


1.3793



1.3656



1.3794



1.3474    11




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3B.
    Capitalization and Indebtedness   3C. Reasons for
    the Offer and Use of Proceeds   3D. Risk
    Factors    Our proposed
    partnership with Microsoft may not succeed in creating a
    competitive smartphone platform for high-quality differentiated
    winning smartphones or in creating new sources of revenue for
    us.
     12




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
    Definitive agreements with Microsoft for the proposed
    partnership may not be entered into in a timely manner, or at
    all, or on terms beneficial to us.
    In choosing to adopt Windows Phone as our primary smartphone
    platform, we may forgo more competitive alternatives achieving
    greater and faster acceptance in the smartphone market. If we
    fail to finalize our partnership with Microsoft or the benefits
    of that partnership do not materialize as expected, we will have
    limited our options and more competitive alternatives may not be
    available to us in a timely manner, or at all.
    The Windows Phone platform is a very recent, largely unproven
    addition to the market focused solely on high-end smartphones
    with currently very low adoption and consumer awareness relative
    to the Android and Apple platforms, and the proposed Microsoft
    partnership may not succeed in developing it into a sufficiently
    broad competitive smartphone platform.
    Our expected transition to the Windows Phone platform may prove
    to be too long to compete effectively in the smartphone market
    longer term given the ongoing developments of other competing
    smartphone platforms.
    Our ability to innovate and customize on the Windows Phone
    platform may not materialize as expected to enable us to produce
    smartphones that are differentiated from those of our
    competitors.
    The Microsoft partnership may not achieve in a timely manner the
    necessary scale, product breadth, geographical reach and
    localization to be sufficiently competitive in the smartphone
    market.
    The Microsoft partnership may erode our brand identity in
    markets where we are strong and may not enhance our brand
    identity in markets where we are weak. For example, our
    association with the Microsoft brand may impair our current
    strong market position in China and may not accelerate our
    access to a broader market in the United States.
    New sources of revenue expected to be generated from the
    Microsoft partnership, such as 13




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increased monetization opportunities for us in services and
    intellectual property rights, may not materialize as expected,
    or at all.  
    The opportunity to integrate our location-based assets,
    including NAVTEQ, with Microsofts Bing search engine and
    adCenter advertising platform and leverage those combined assets
    to form a local search and advertising capability that generates
    new sources of revenue for us may not materialize as expected,
    or at all. This could also decrease the value of our
    location-based assets that might result in impairment charges.
    We may not succeed in leveraging the Microsoft advertising
    assets to build and achieve the required scale for a Nokia-based
    online advertising platform on our smartphones that generates
    new sources of advertising-based revenue.
    We may not succeed in creating a profitable business model when
    we transition from our royalty-free smartphone platform to the
    royalty-based Windows Phone platform due to, among other things,
    our inability to offset our higher cost of sales resulting from
    our royalty payments to Microsoft with new revenue sources and a
    reduction of our operating expenses, particularly our research
    and development expenses.
    We will need to continue to innovate and find additional ways to
    create patentable inventions and other intellectual property,
    particularly as we would no longer be developing the core
    platform technology for our smartphones under the proposed
    Microsoft partnership. As a result, we may not be able to
    generate sufficient patentable inventions or other intellectual
    property to maintain, for example, the same size
    and/or
    quality patent portfolio as we have historically.
    We may not be able to change our mode of working or culture to
    enable us to work effectively and efficiently with Microsoft in
    order to realize the stated benefits of the proposed partnership
    in a timely manner.
    The negotiation and implementation of the proposed Microsoft
    partnership will require significant time, attention and
    resources of our senior management and others within the
    organization potentially diverting their attention from other
    aspects of our business.
    The proposed Microsoft partnership may cause dissatisfaction and
    adversely affect the terms on which we do business with our
    other partners, mobile operators, distributors and suppliers, or
    foreclose the ability to do business with new partners, mobile
    operators, distributors and suppliers.
    The implementation of the proposed Microsoft partnership may
    cause disruption and dissatisfaction among employees reducing
    their motivation, energy, focus and productivity, causing
    inefficiencies and other problems across the organization and
    leading to the loss of key personnel and the related costs in
    dealing with such matters.
    We may not have or be able to recruit, retain and motivate
    appropriately skilled employees to implement successfully the
    Windows Phone smartphone platform and to work effectively and
    efficiently with Microsoft and the related ecosystem.
    We may be required or choose to share with Microsoft personal or
    consumer data that has been made available to us, which could
    increase the risk of loss, improper disclosure or leakage of
    such personal or consumer data or create negative perceptions
    about our ability to maintain the confidentiality of such data.
    Consumers may be more reluctant to provide personal data to us
    as a result of the proposed Microsoft partnership, which would
    hamper our ability to use our current business models, or create
    new ones, that rely on access to personal data.
    We do not currently have tablets in our mobile product
    portfolio, which may result in our inability to compete
    effectively in that market segment in the future or forgoing
    that potential growth opportunity in the mobile market. 14




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
    The assessment of our proposed partnership with Microsoft and
    new strategy could cause lowered credit ratings of our short and
    long-term debt or their outlook from the credit rating agencies
    and, consequently, impair our ability to raise new financing or
    refinance our current borrowings and increase our interest costs
    associated with any new debt instruments.  We may not be
    able to maintain the viability of our current Symbian smartphone
    platform during the transition to Windows Phone as our primary
    smartphone platform or we may not realize a return on our
    investment in MeeGo and next generation devices, platforms and
    user experiences.
    
    Our mobile operator and distributor customers and consumers may
    no longer see our Symbian smartphones as attractive investments
    during the transition to Windows Phone. This would result in a
    loss of market share, which could be substantial, during the
    transition and which we may not be able to regain when
    quantities of Nokia Windows Phone smartphones are commercially
    available.
    We may not succeed in transitioning over time our installed base
    of Symbian owners to our Windows Phone smartphones.
    Application, services and content development by developers and
    other partners for Symbian may decline or cease, which would
    diminish the viability of our Symbian smartphones and their
    attractiveness to our mobile operator and distributor customers
    and consumers, as well as limit the opportunity to transition
    compatible aspects of our Symbian development to the Windows
    Phone ecosystem.
    Our mobile operator and distributor customers may choose not to
    promote and market robustly some or all of our Symbian
    smartphones, may require monetary incentives, including
    significant price reductions, to do so or may discontinue some
    or all of our Symbian smartphone product lines.
    Our suppliers may reduce the availability of certain components
    for our Symbian smartphones or we may not be able to obtain
    certain or sufficient components for our Symbian smartphones at
    attractive prices resulting in increased costs that we may not
    be able to pass on to our customers.
    We may not be able to provide the necessary support for our
    Symbian smartphones organization and business during the
    transition to Windows Phone, including efficiently managing the
    phase-out over time of our investment in Symbian while
    maintaining acceptable profitability for those products.
    We may lose key personnel and skilled employees involved in the
    development of our Symbian platform. We may also not be able to
    maintain employee motivation and focus to continue to innovate
    and develop on the Symbian smartphone platform or otherwise be
    able to maintain the quality of our Symbian smartphones.
    Under our new strategy, MeeGo becomes an open-source, mobile
    platform project. Our investment in MeeGo will emphasize
    longer-term market exploration of next-generation devices,
    platforms and user experiences. We plan to ship a MeeGo-based
    mobile product later this year. If the market segment that we
    target with that mobile product does not materialize as
    expected, or if we fail to develop next-generation platforms,
    user experiences and mobile products, we may incur operating
    losses and accordingly not realize a return on our investment in
    this area. 15




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Our ability to
    bring winning smartphones to the market in a timely manner will
    be significantly impaired if we are unable to build a
    competitive and profitable global ecosystem of sufficient scale,
    attractiveness and value to all participants.
      
    If we fail to finalize a partnership with Microsoft or the
    benefits of that partnership do not materialize as expected, we
    will have limited our options to build a competitive smartphone
    ecosystem with another partner or join another competitive
    smartphone ecosystem in a timely manner.
    The Windows Phone platform may not achieve or retain broad or
    timely market acceptance or be preferred by ecosystem
    participants, mobile operators and consumers.
    We may not be able to develop and execute with speed sufficient
    quantities of high-quality differentiated Nokia Windows Phone
    smartphones in order to achieve the scale needed for a
    competitive global ecosystem and the success of our own business
    and results of operations.
    We may not be able to provide sufficient opportunities to
    innovate and customize on the Windows Phone platform in order to
    attract developers and other ecosystem participants seeking to
    differentiate their offerings on our smartphones from those of
    our competitors.
    We may not succeed in rapidly expanding the Windows Phone
    platform and related ecosystem beyond its current use in
    high-end smartphones to more affordable smartphones.
    Other competitive major smartphone ecosystems have advantages
    which may be difficult for us to overcome, such as first-mover
    advantage, momentum, engagement by developers, mobile operators
    and consumers and brand preference, and their advantages may
    become even greater during our transition to the Windows Phone
    platform.
    The global ecosystem may not be flexible enough to allow local
    ecosystems to develop around and in connection with it.
    Applicable developer tools may not gain needed traction or
    acceptance in the market, may be 16




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introduced late, or when introduced, do not offer technologies
    that developers are willing to use.  
    We may not succeed in creating business models which provide
    value to all participants in the ecosystem, including ourselves.
    We may not succeed in reducing our smartphone operating
    expenses, including our research and development costs, which
    will impair our ability to create a profitable business model
    for a new global ecosystem.
    We may not be able to change our mode of working or culture
    sufficiently to collaborate effectively and efficiently both
    internally and externally with a large community of partners.
    We may not succeed in making the Nokia brand more desirable than
    brands of our competitors in smartphones.
    We may not be able to attract developers and other participants
    to our ecosystem if they do not have the opportunity to leverage
    their offerings across a wide range of mobile products,
    particularly tablets, which we currently do not have in our
    mobile product portfolio.  We may not be
    able to produce mobile phones in a timely and cost efficient
    manner with differentiated hardware, localized services and
    applications.
    
    We may not be able to leverage our traditional competitive
    strengths of scale in manufacturing and logistics, as well as in
    our marketing and sales channels, to significantly increase the
    speed to market of our mobile phones in a sufficiently
    cost-competitive manner, particularly with mobile operators and
    consumers requiring increasing customization to meet divergent
    local needs and preferences.
    We may be unable to source the right amount of components and at
    affordable cost.
    The platforms that we deploy for our mobile phones may not
    provide sufficient flexibility and cost efficiency for
    application developers and other partners to create a vibrant
    ecosystem for mobile phones with increasingly smartphone-like
    experiences of Internet access and mobile applications.
    We may need to make significant investments to further develop
    our mobile phone platforms in order to bring an upgraded mobile
    experience to traditional mobile phone consumers.
    We may not succeed in innovating and developing sufficiently
    locally relevant services, applications and content in a speedy
    and cost-efficient manner to attract and retain consumers in
    multiple markets with divergent local needs and preferences.
    Our brand preference may erode due to various factors, such as
    inadequate marketing, quality issues, lack of affordable
    locally-relevant services, applications and content or lack of
    success in smartphones.
    Our management attention in smartphones and in the establishment
    of the new ecosystem for 17




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smartphones with Microsoft may result in less management
    attention paid to our mobile phones business.  Our failure to
    increase our speed of innovation, product development and
    execution will impair our ability to bring new competitive
    smartphones and mobile phones to the market in a timely
    manner.
        We may be
    unable to retain, motivate, develop and recruit appropriately
    skilled employees, which may hamper our ability to implement our
    strategies, particularly our new mobile product
    strategy.
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We face
    intense competition in the mobile products and digital map data
    and related location-based content markets.
      mid-to-low
 19




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Our ability to
    maintain and leverage our traditional strengths in the mobile
    product market may be impaired if we are unable to retain the
    loyalty of our mobile operator and distributor customers and
    consumers as a result of the implementation of our new strategy
    or other factors.
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If any of the
    companies we partner and collaborate with, including Microsoft,
    were to fail to perform as planned or if we fail to achieve the
    collaboration or partnering arrangements needed to succeed, we
    may not be able to bring our mobile products to market
    successfully or in a timely way.
    
    We fail to engage the right partners or on terms that are
    beneficial to us.
    We are unable to collaborate and partner effectively with
    individual partners and simultaneously with multiple partners to
    execute and reach the targets set for the collaboration.
    The arrangements with the parties we work with do not develop as
    expected.
    The technologies provided by the parties we work with are not
    sufficiently protected or infringe third parties
    intellectual property rights in a way that we cannot foresee or
    prevent.
    The technologies or products or services supplied by the parties
    we work with do not meet the required quality, safety, security
    and other standards or customer needs.
    Our own quality controls fail.
    The financial condition of our collaborative partners
    deteriorates which may result in underperformance by the
    collaborative partners or insolvency or closure of the business
    of such partners.
    Our increasing reliance on collaborative partnering for
    Nokia-branded or co-branded products 21




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may result in more variable quality due to our more limited
    control which may have a negative effect on our reputation and
    erode the value of the Nokia brand.  The failure of
    the limited number of suppliers we depend on for the timely
    delivery of sufficient quantities of fully functional
    components,
    sub-assemblies
    and software on favorable terms and for their compliance with
    our supplier requirements could materially adversely affect our
    ability to deliver our mobile products profitably and on
    time.
  sub-assemblies
      sub-assemblies,
 22




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and/or
  We may fail to
    efficiently manage our manufacturing, service creation and
    delivery as well as logistics without interruption or make
    timely and appropriate adjustments, or fail to ensure that our
    products meet our and our customers and consumers
    requirements and are delivered on time and in sufficient
    volumes.
     23




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Any actual or
    even alleged defects or other quality, safety and security
    issues in our products, including the hardware, software and
    content used in our products, could have a material adverse
    effect on our sales, results of operations, reputation and the
    value of the Nokia brand.
         24




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Any actual or
    alleged loss, improper disclosure or leakage of any personal or
    consumer data collected by us or our partners or subcontractors,
    made available to us or stored in or through our products could
    have a material adverse effect on our sales, results of
    operations, reputation and value of the Nokia
    brand.
      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 to our
    operations.
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We may be
    unable to effectively and smoothly implement the new operational
    structure for our devices and services business effective
    April 1, 2011.
      Our sales and
    profitability are dependent on the development of the mobile and
    fixed communications industry in numerous diverse markets, as
    well as on general economic conditions globally and
    regionally.
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
    Limit the availability of credit or raise the interest rates
    related to credit which may have a negative impact on the
    financial condition, and in particular on the purchasing
    ability, of some of our distributors, independent retailers and
    network operator customers and may also result in requests for
    extended payment terms, credit losses, insolvencies, limited
    ability to respond to demand or diminished sales channels
    available to us.
    Cause financial difficulties for our suppliers and collaborative
    partners which may result in their failure to perform as planned
    and, consequently, in delays in the delivery of our products.
    Increase volatility in exchange rates which may increase the
    costs of our products that we may not be able to pass on to our
    customers and result in significant competitive benefit to
    certain of our competitors that incur a material part of their
    costs in other currencies than we do; hamper our pricing; and
    increase our hedging costs and limit our ability to hedge our
    exchange rate exposure.
    Result in inefficiencies due to our deteriorated ability to
    appropriately forecast developments in our industry and plan our
    operations accordingly, delayed or insufficient investments in
    new market segments and failure to adjust our costs
    appropriately.
    Cause reductions in the future valuations of our investments and
    assets and result in impairment charges related to goodwill or
    other assets due to any significant underperformance relative to
    historical or projected future results by us or any part of our 27




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business or any significant changes in the manner of our use of
    acquired assets or the strategy for our overall business.  
    Cause lowered credit ratings of our short and long-term debt or
    their outlook from the credit rating agencies and, consequently,
    impair our ability to raise new financing or refinance our
    current borrowings and increase our interest costs associated
    with any new debt instruments.
    Result in failures of derivative counterparties or other
    financial institutions which could have a negative impact on our
    treasury operations.
    Result in increased
    and/or more
    volatile taxes which could negatively impact our effective tax
    rate.
    Impact our investment portfolio and other assets and result in
    impairment.    Our net sales,
    costs and results of operations, as well as the US dollar value
    of our dividends and market price of our ADSs, are affected by
    exchange rate fluctuations, particularly between the euro, which
    is our reporting currency, and the US dollar, the Japanese yen
    and the Chinese yuan, as well as certain other
    currencies.
    Our products
    include increasingly complex technologies, some of which have
    been developed by us 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/or costly and
    time-consuming litigation, which could have a material adverse
    effect on our business, results of operations and financial
    condition.
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Our products
    include numerous Nokia, NAVTEQ and Nokia Siemens Networks
    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 business and results of operations.
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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 those countries represent a significant portion of our
    total sales, economic or political turmoil in those 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.
    Changes in
    various types of regulation and trade policies as well as
    enforcement of such regulation and policies in countries around
    the world could have a material adverse effect on our business
    and results of operations.
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Our operations
    rely on the efficient and uninterrupted operation of complex and
    centralized information technology systems and networks. If a
    system or network inefficiency, malfunction or disruption
    occurs, this could have a material adverse effect on our
    business and results of operations.
    An unfavorable
    outcome of litigation could have a material adverse effect on
    our business, results of operations and financial
    condition.
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Allegations of
    possible health risks from the electromagnetic fields generated
    by base stations and mobile devices, and the lawsuits and
    publicity relating to this matter, regardless of merit, could
    have a material adverse effect on our sales, results of
    operations, share price, reputation and brand value by leading
    consumers to reduce their use of mobile devices, by increasing
    difficulty in obtaining sites for base stations, 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.
        Nokia Siemens
    Networks
    Nokia Siemens
    Networks may be unable to execute effectively and in a timely
    manner its plan designed to improve its financial performance
    and market position and increase profitability or Nokia Siemens
    Networks may be unable to otherwise continue to reduce operating
    expenses and other costs.
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Competition in
    the mobile and fixed networks infrastructure and related
    services market is intense. Nokia Siemens Networks may be
    unable to maintain or improve its market position or respond
    successfully to changes in the competitive
    environment.
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Nokia Siemens
    Networks liquidity and its ability to meet its working
    capital requirements depend on access to available credit under
    Nokia Siemens Networks credit facilities and other credit
    lines. If a significant number of those sources of liquidity
    were to be unavailable, or cannot be refinanced when they
    mature, this would have a material adverse effect on our
    business, results of operations and financial
    condition.
    Nokia Siemens
    Networks may be unable to complete its planned acquisition of
    the majority of the wireless infrastructure networks assets of
    Motorola in a timely manner, or at all, and, if completed, to
    successfully integrate the acquired business or cross-sell Nokia
    Siemens Networks existing products and services to
    customers of the acquired business and realize the expected
    synergies and benefits of the acquisition.
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
    The acquisition does not receive all regulatory approvals or
    fulfil closing conditions and does not close in a timely manner,
    or at all.
    The financial data on which the decision to undertake the
    acquisition was based on is materially inaccurate
    The difficulty in integrating the acquired business in an
    efficient and effective manner.
    The challenges in achieving the strategic objectives, cost
    savings and other benefits from the acquisition.
    Existing customers of the acquired business may be reluctant,
    unwilling or unable to maintain their customer relationship with
    Nokia Siemens Networks after the acquisition.
    The markets of the acquired business do not evolve as
    anticipated and the technologies acquired do not prove to be
    those needed to be successful in those markets.
    Nokia Siemens Networks may not successfully access the acquired
    business existing product markets due to a lack of
    requisite capabilities, regulatory reasons or otherwise.
    The potential loss of key employees of the acquired business.
    The risk of diverting the attention of senior management from
    Nokia Siemens Networks operations.
    The risks associated with integrating financial reporting and
    internal control systems.
    Difficulties in expanding information technology systems and
    other business processes to accommodate the acquired business.
    Impairments of goodwill could arise as a result of the
    acquisition.
    Unexpected contingent or undisclosed liabilities may be acquired
    with the acquired business and agreed indemnities may provide
    insufficient coverage against such liabilities.
    If Nokia Siemens Networks does not successfully cross-sell its
    existing products and services to customers of the acquired
    business, Nokia Siemens Networks may not realize the expected
    expansion of its customer base.  Nokia Siemens
    Networks may fail to effectively and profitably invest in
    new products, services, upgrades and technologies and bring them
    to market in a timely manner.
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Increasingly,
    Nokia Siemens Networks sales and profitability depend on
    its success in the telecommunications infrastructure services
    market. Nokia Siemens Networks may fail to effectively and
    profitably adapt its business and operations in a timely manner
    to the increasingly diverse service needs of its
    customers.
      The networks
    infrastructure and related services 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 have a material adverse effect on our business,
    results of operations and financial condition.
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Providing
    customer financing or extending payment terms to customers can
    be a competitive requirement in the networks infrastructure and
    related services business and may have a material adverse effect
    on our business, results of operations and financial
    condition.
      Some of the
    Siemens carrier-related operations transferred to Nokia Siemens
    Networks have been and continue to be the subject of various
    criminal and other governmental investigations related to
    whether certain transactions and payments arranged by some
    current or former employees of Siemens were unlawful. As a
    result of those investigations, government authorities and
    others have taken and may take further actions against Siemens
    and/or its employees that may involve and affect the 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 violations that may have
    occurred after the transfer of such assets and
    employees.
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and/or
      ITEM 4.
    INFORMATION
    ON THE COMPANY 4A. History and
    Development of the Company   39




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History
      
    In 1967, we took our current form as Nokia 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.
    We 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.
    Regulatory and technological reforms have played a role in our
    success. Deregulation of the European telecommunications
    industries since the late 1980s stimulated competition and
    boosted customer demand.
    In 1982, we introduced the first fully-digital local telephone
    exchange in Europe, and in that same year we introduced the
    worlds first car phone for the Nordic Mobile Telephone
    analog standard.
    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.
    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.
    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 operationsincluding
    paper, personal computer, rubber, footwear, chemicals, power
    plant, cable, aluminum and television businesseswere
    divested during the period from 1989 to 1996.
    Mobile communications evolved rapidly during the 1990s and early
    2000s, creating new opportunities for devices in entertainment
    and enterprise use. 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.
    Nokia Siemens Networks began operations on April 1, 2007.
    The company, jointly owned by Nokia and Siemens AG and
    consolidated by Nokia, combined Nokias networks business
    and Siemens carrier-related operations for fixed and
    mobile networks.
    In recent years, we have supported the development of our
    services and software capabilities with acquisitions of key
    technologies, content and expertise. For example, in 2008 we
    acquired NAVTEQ, 40




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a leading provider of comprehensive digital map information and
    related location-based content and services, as well as
    Trolltech, whose Qt technology forms the basis of the tools we
    and third party developers use to develop services and
    applications for Nokia smartphones. In 2010, we acquired
    Motally, whose mobile analytics service enables developers and
    publishers to optimize the development of their mobile
    applications through increased understanding of how users
    engage; MetaCarta to obtain its geographic intelligence
    technology and expertise; and Novarra, whose mobile browser and
    services platform is being used by Nokia to deliver enhanced
    Internet experiences on Nokias
    Series 40-based
    mobile phones.  
    We are also partnering with third parties as we seek to create
    the best user experiences for our customers. For instance, in
    2010, we formed an alliance with Yahoo!, whereby Nokia is the
    exclusive, global provider of Yahoo!s maps and navigation
    services, integrating Ovi Maps across Yahoo! properties, and
    Yahoo! is the exclusive, global provider of Nokias Ovi
    Mail and Ovi Chat services.
    In 2010, Nokia Siemens Networks announced that it had entered
    into an agreement to acquire the majority of the wireless
    network infrastructure assets of Motorola. The planned
    acquisition is expected to enhance Nokia Siemens Networks
    capabilities in key wireless technologies, including WiMAX and
    CDMA, and strengthen its market position in key geographic
    markets, in particular Japan and the United States. Nokia
    Siemens Networks is also targeting to gain incumbent
    relationships with more than 50 operators and strengthen
    relationships with certain of the largest communication service
    providers globally as a result of the acquisition. The Motorola
    acquisition is expected to close after the final antitrust
    approval by the Chinese regulatory authorities has been granted
    and the other closing conditions have been met.
    As part of our efforts to concentrate on services that we have
    identified as core to Nokias offering, we have also made
    disposals, including, most recently, the sale of our wireless
    modem business to Renesas Electronics Corporation as part of a
    strategic business alliance between the two companies to develop
    modem technologies for HSPA+/LTE (Evolved High-Speed Packet
    Access / Long-Term Evolution) and its evolution.
    In February 2011, Nokia announced a new strategy, leadership
    team and operational structure designed to accelerate our speed
    of execution in the intensely competitive mobile products
    market. The main elements of the new strategy include: plans for
    a broad strategic partnership with Microsoft to build a new
    global mobile ecosystem, with Windows Phone serving as
    Nokias primary smartphone platform; a renewed approach to
    capture volume and value growth to connect the next
    billion to the Internet in developing growth markets;
    focused investments in next-generation disruptive technologies;
    and a new leadership team and operational structure designed to
    focus on speed, accountability and results.  Organizational
    Structure
    Devices & Services
  profit-and-loss end-to-end
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NAVTEQ
  Nokia Siemens Networks
    Other
      1800-8000.
 4B. Business
    Overview  The following
    discussion should be read in conjunction with Item 3D.
    Risk Factors and Forward-Looking
    Statements.
  Devices &
    Services
  Market
    Overview
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e-readers,
    New
    Strategy
    Smartphones:
 43




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Mobile phones:
    Next-generation disruptive technologies:
    The following
    business overview continues to describe our mobile devices
    business prior to the announcement of our new strategy and
    changes in operational structure for our Devices &
    Services business, effective April 1, 2011, in order to
    align with the financial segment reporting and related operating
    and financial review discussion through December 31, 2010
    contained in this annual report.
  Mobile
    Phones
  Series 30-based Series 30-based
  Series 40-based
 44




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Series 40-based
  Series 40-based ease-of-use
  Smartphones
      4-inch
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Services
        
    Mapsgives consumers access to world-class mapping and
    navigation. Maps utilizes NAVTEQs digital maps database
    and has been evolving from a static map to a dynamic platform
    upon which users can add their own content and access
    location-based services as well as content placed on the map by
    third parties, such as Lonely Planet, Michelin, HRS and
    TripAdvisor. Our smartphones include high-end drive and walk
    navigation features such as
    turn-by-turn
    voice guidance, at no extra cost for consumers in 100 markets.
    Additionally, more than 100 cities around the world have
    dedicated pedestrian navigation. With the release of the latest
    version of Ovi Maps, users can download maps directly to their
    device over Wi-Fi as well as enjoy mapping that includes public
    transport lines for subways, trams and trains in more than 46




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80 cities around the world. In 2010, as part of the
    newly-formed strategic alliance with Yahoo!, Nokia became the
    exclusive global provider of Yahoo!s maps and navigation
    services, integrating Ovi Maps across Yahoo! properties, branded
    as powered by Ovi.  
    Storeis a place where people can download thousands of
    popular applications and games, many of which are localized for
    a wide variety of geographies and cultures. During 2010, Nokia
    launched a renewed Store, offering an improved consumer user
    experience, including a redesigned look and feel and faster
    performance as well as enhancements to the way content is
    displayed and discovered. As of March 2011, the Store was
    attracting more than 4 million downloads a day. This
    compares with around 1.5 million downloads a day in March
    2010.
    Musicoffers a catalog of more than 11 million music
    tracks, including lots of music from local artists. During 2010,
    Nokia migrated its Nokia Music Store digital music service to
    the new Ovi Music platform, which is designed to deliver an
    enhanced mobile and personal computer (PC) music download
    experience for new and existing users. The Ovi Music platform
    brings DRM-free music, improved search, a more attractive user
    interface, common Ovi branding and numerous user experience
    enhancements, including
    over-the-air
    one-click album downloads. Ovi Music is available in 38 markets.
    As part of Nokias ongoing strategy to deliver
    market-leading, locally relevant experiences, the decision was
    made to discontinue production of Ovi Music-unlimited edition
    deviceswith the exception of some high growth
    marketsas of December 31, 2010. However, in all markets we
    will continue to offer the full service to existing and new
    users until the end of their current subscription.
    Mailis a free email service designed especially for
    users in emerging markets with Internet-enabled devices. The
    service can be set up and accessed without ever needing a PC. In
    2010, as part of our strategic alliance, Yahoo! became the
    exclusive global provider of Nokias Ovi Mail as well as
    our Ovi Chat instant messaging service branded as Ovi
    Mail / Ovi Chat powered by Yahoo!.
    Life Toolsis a subscription service through which people
    can access timely and relevant agricultural information, as well
    as education, healthcare and entertainment services, without
    requiring the use of GPRS or Internet connectivity. We currently
    offer Life Tools across China, India, Indonesia and Nigeria and
    to date, almost 9 million people have experienced the
    service. In Nigeria, where Nokia launched the service in
    November 2010, a farmer can, for example, use the text-based
    service to check crop prices at markets nearby to find the best
    market for his product without incurring the time and money that
    would have otherwise been spent travelling to markets to check
    prices. Life Tools is available on select Nokia mobile phones,
    including the Nokia 1616, our popular
    Series 30-based
    model.    Vertu
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Sales and
    Marketing
  Sales:
    Marketing:
    Production
  out-of-box,
  state-of-the-art
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Research and
    Development
            
    Sensing and Data Intelligence: Interactions between
    people and their surroundings, location, and social environment
    provide the basis for new classes of services in areas such as
    traffic, health and entertainment, enabling new business models
    to emerge.
    New User Interface: Future user interfaces will utilize
    intelligence and context-awareness to enhance user experiences,
    integrating the personalized and adaptive aspects of devices
    with data-sharing capabilities.
    High Performance Mobile Platforms: Research focuses on
    improving the
    performance-to-power
    ratio, delivering new sensing capabilities as well as extending
    platform architecture to enable interoperability and facilitate
    application development.
    Cognitive Radio: Research in this area examines ways to
    utilize wireless spectrum dynamically to improve connectivity
    and capacity and enable large-scale sensing.   49




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Strategic
    Sourcing and Partnering
      Patents and
    Licenses
         50




---



##### Table of Contents



Competition
  e-readers,
   51




---



##### Table of Contents



52




---



##### Table of Contents



NAVTEQ
  Overview
  turn-by-turn
      
    NAVTEQ launched its new advanced mapping collection technology,
    NAVTEQ True, further innovating the scale and quality of data
    collection and processing.
    NAVTEQ launched Natural Guidance, a product to enable guidance
    in a human manner through the use of descriptive reference cues.
    NAVTEQ announced successful advertiser trials in Europe with
    McDonalds and Best Western powered by NAVTEQs
    LocationPoint Advertising platform.
    NAVTEQ expanded map coverage to include six more countries,
    bringing to 84 the number of countries supported by NAVTEQ Maps.
    NAVTEQ announced the availability of real-time traffic in the
    UK, bringing to 13 the number of European cities with access to
    uninterrupted traffic data.   53




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##### Table of Contents




    Advanced Driver Assistance Systemsare in-vehicle
    applications that require highly accurate and comprehensive
    geographic data, such as curve, slope, speed limits and highly
    detailed geometry, to enhance various fuel efficiency, safety
    feature and driver advisory systems.
    Dynamic navigationis real-time, detailed
    turn-by-turn
    route guidance which can be provided to end-users through
    vehicle navigation systems, as well as through GPS-enabled
    handheld navigation devices, and other mobile devices.
    Route planningconsists of driving directions, route
    optimization and map display through services provided by
    Internet portals and through computer software for personal and
    commercial use.
    Location-based servicesinclude location-specific
    information services, providing information about people and
    places that is tailored to the immediate proximity of the
    specific user. Current applications using NAVTEQs map
    database include points of interest locators, mobile directory
    assistance services, emergency response systems and
    vehicle-based telematics services.
    Geographic information systemsrender geographic
    representations of information and assets for management
    analysis and decision making. Examples of these applications
    include infrastructure cataloging and tracking for government
    agencies and utility companies, asset tracking and fleet
    management for commercial logistics companies and demographic
    analysis.       54




---



##### Table of Contents



Sales and
    Marketing
  Sales:
      Marketing:
  Technology,
    Research and Development
    Patents and
    Licenses
   55




---



##### Table of Contents



Competition
    fee-based
  Nokia Siemens
    Networks
  Overview
       56




---



##### Table of Contents



Motorola
    Acquisition
          Business
    Units
  Network Systems:
       57




---



##### Table of Contents



Voice-over-IP
  Global Services:
      
    Managed Servicesoffers network planning and optimization
    and the management of network operations, with the leading
    market share position in India, Latin America and the Middle
    East and Africa.
    Careoffers software and hardware maintenance, proactive
    and multi-vendor care and competence development services,
    dealing with one million global hardware service transactions
    per year.
    Network Implementationoffers project management and
    turnkey implementations and energy efficient sites, remotely
    activating a site every two minutes, 365 days per year.  Business Solutions:
  end-to-end
    
    Business Support Systemsincludes products for convergent
    charging and billing, mediation and service brokering. It
    enables communication service providers to monetize services
    through flexible and personalized pricing models, bundles and
    payment methods, and to leverage existing network assets and
    new-IP capabilities to deliver next-generation services and
    accelerate time to market.
    Operations Support Systemsincludes products for network,
    service, resource and inventory management and process
    automation. It enables communication service providers to
    automate customer-centric processes, manage multivendor networks
    and services, enhance network and service performance and
    personalize service quality. 58




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
    Customer Experience Managementincludes products for
    subscriber data management, customer care automation, device
    management, reporting and analytics. It enables communication
    service providers to consolidate and leverage subscriber,
    network, device and service data in order to proactively enhance
    the customer experience in real-time.
    Service Enablement and Deliveryincludes products for
    mobile browsing, messaging, multiscreen TV and rich
    communication. It enables communication service providers to
    develop, launch and monetize innovative services across multiple
    networks and devices, shorten
    time-to-market,
    leverage third party partners and enhance the end-user
    experience.
    Converged Service Controlincludes products for mobile
    softswitching, IMS, VoIP/VoLTE/HD Voice, next generation IN,
    network security and policy control. It enables communication
    service providers to drive an all-IP fixed and mobile voice
    evolution, while leveraging fixed-mobile convergence, greater
    efficiencies and personalized policies.  Sales and
    Marketing
  Sales:
    Sales Organization:
    Marketing:
 59




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##### Table of Contents



Production
        best-in-class
  sub-assemblies sub-assemblies contract-by-contract
    Research and
    Development
     60




---



##### Table of Contents



GSM/EDGE,
  peer-to-peer, person-to-person
      Patents and
    Licenses
    Competition
   61




---



##### Table of Contents



break-up
             62




---



##### Table of Contents



SeasonalityDevices &
    Services, NAVTEQ and Nokia Siemens Networks
    Sales in
    sanctioned countriesDevices & Services, NAVTEQ
    and Nokia Siemens Networks
    Government
    RegulationDevices & Services, NAVTEQ and Nokia
    Siemens Networks
     63




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##### Table of Contents



Corporate
    ResponsibilityDevices & Services, NAVTEQ and
    Nokia Siemens Networks
  In the following
    description of our corporate responsibility activities,
    Nokia refers to Nokia excluding NAVTEQ and Nokia
    Siemens Networks.
    CustomersCorporate
    Responsibility
  Accessibility of
    Nokia Mobile Products
  text-to-speech
    Health and Safety
    of Product Use
     64




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##### Table of Contents



Privacy and
    Security
    EmployeesCorporate
    Responsibility
  Values
  achieving together very human engaging
    you passion for innovation
  Focus on customer Communicate Openly Innovate Inspire Win together
  Code of
    Conduct
    e-learning
      24-hour
 65




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##### Table of Contents



Labor Conditions
    at Manufacturing Facilities
          Promoting
    Diversity in the Workplace
    Voluntary
    Attrition at Nokia and at NSN
    Employee
    Training
   66




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##### Table of Contents



SuppliersCorporate
    Responsibility
    self-assessments
  face-to-face
           67




---



##### Table of Contents



Nokia Siemens
    Networks
    on-site
      industry-wide
    E-TASC,
   68




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##### Table of Contents



SocietyCorporate
    Responsibility
  Corporate Social
    Investment Strategy
      Education
    
    Our five-year partnership with UNESCO, initiated in October
    2010. The partnership aims to harness mobile communication to
    serve individuals and support governments as they strive to
    achieve the goals of the World Declaration of Education for All.
    The target date for these objectives to be reached is 2015 and
    our partnership with UNESCO has been structured accordingly.
    Nokia is contributing expertise relating to technology and
    policy setting in this area.
    Nokia Education Delivery, software which enables the structured
    delivery of quality education materials over mobile networks.
    Combined with teacher training and community engagement, this
    software has been shown to improve academic results and increase
    retention among students, especially girls. During 2010, the
    concept expanded to two additional countries, Chile and
    Colombia. This built on earlier projects in the Philippines and
    Tanzania.
    A South African project for individualized mobile learning,
    which reached a stage of maturity and success in 2010. The
    concept uses Mxit, a popular social media channel as a means to
    deliver mathematics education. Importantly, it harnesses the
    social networking element of the channel to engage students
    around learning content. The project covers 30 schools and more
    than 4 000 students across South Africa, and helps teachers and
    learners deliver a marked improvement in academic achievement.  Health
   69




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##### Table of Contents



Livelihoods
      Youth
    Development
    Disaster
    Relief
      Promoting
    Sustainability through Services
    Nokia Siemens
    Networks
     70




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##### Table of Contents



EnvironmentCorporate
    Responsibility
  Environmental
    Management at Nokia
    Environment and
    Nokia Products
        Materials in
    Nokia Products and Packaging
   71




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##### Table of Contents



Energy Savings in
    Nokia Products
  energy-efficient best-in-class
  Recycling Nokia
    Products
    Nokia Siemens
    Networks: Environment
    
    Minimizing its environmental footprint.
    Combining environmental and business benefits for a sustainable
    solution.
    Maximizing the positive impact of telecommunications on other
    industries.     72




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Operations
             73




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##### Table of Contents



i.e.
 4C.
    Organizational Structure    Nokia


NokiaCountry of

Ownership


VotingCompany

Incorporation

Interest


InterestNokia 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 India Pvt. Ltd.

India


100
%


100
%Nokia Italia S.p.A

Italy


100
%


100
%Nokia Spain S.A.U.

Spain


100
%


100
%Nokia Romania SRL

Romania


100
%


100
%Nokia do Brasil Tecnologia Ltda

Brazil


100
%


100
%OOO Nokia

Russia


100
%


100
%NAVTEQ Corporation

United States


100
%


100
%Nokia Siemens Networks B.V.

The Netherlands


50
%(1)


50
%(1)Nokia Siemens Networks Oy

Finland


50
%


50
%Nokia Siemens Networks GmbH & Co KG

Germany


50
%


50
%Nokia Siemens Networks Pvt. Ltd.

India


50
%


50
%     (1)

    
    Nokia Siemens Networks B.V., the ultimate parent of the Nokia
    Siemens Networks group, is owned approximately 50% by each of
    Nokia and Siemens and consolidated by Nokia. Nokia effectively
    controls Nokia Siemens Networks as it has the ability to appoint
    key officers and the majority of the members of its Board of
    Directors and, accordingly, Nokia consolidates Nokia Siemens
    Networks. 4D. Property,
    Plants and Equipment   74




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##### Table of Contents



ProductiveCapacity, NetCountry

Location and Products

(m2)(1)BRAZIL

Manaus: mobile devices


11 752CHINA

Beijing: mobile devices


26 848Dongguan: mobile devices


35 667Beijing: switching systems


6 749Shanghai: base stations, broadband access systems, transmission
    systems


16 363Suzhou: base stations


11 373FINLAND

Salo: mobile devices


17 352Oulu: base stations


14 000GERMANY

Berlin: optical transmission systems


14 045Bruchsal: Switching systems, transmission systems, broadband
    access systems


23 612HUNGARY

Komárom: mobile devices


44 805INDIA

Chennai: mobile devices


35 581Chennai: base stations and radio controllers, microwave radio
    products.


7 328Kolkata: fixed switching


9 057MEXICO

Reynosa: mobile devices


19 535REPUBLIC OF KOREA

Masan: mobile devices


31 183ROMANIA

Cluj: mobile devices


15 773UNITED KINGDOM

Fleet: mobile devices


2 728     (1)

    
    Productive capacity equals the total area allotted to
    manufacturing and to the storage of manufacturing-related
    materials.  ITEM 4A.
    UNRESOLVED
    STAFF COMMENTS    ITEM 5.
    OPERATING
    AND FINANCIAL REVIEW AND PROSPECTS 5A. Operating
    Results        profit-and-loss
 75




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##### Table of Contents



end-to-end
    Forward-Looking
  Principal
    Factors & Trends Affecting our Results of
    Operations
  Devices &
    Services
           76




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##### Table of Contents



Series-40
        
    Devices & Services net sales to grow faster than the
    market, and
    Devices & Services operating margin to be 10% or more,
    excluding special items and purchase price accounting related
    items.    
    Continued convergence of the mobility, computing, consumer
    electronics and services industries;
    Increasing importance of competing on an ecosystem to ecosystem
    basis with new monetization models;
    Increasing challenges of achieving sustained differentiation and
    impact on overall industry gross margin trends; 77




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
    Speed of innovation, product development and execution;
    Increasing innovation in the mobile phone market; and
    Operational efficiency and cost control.  Continued
    Convergence of the Mobility, Computing, Consumer Electronics and
    Services Industries
      open-sourced
        Increasing
    Importance of Competing on an Ecosystem to Ecosystem Basis with
    New Monetization Models
   78




---



##### Table of Contents



Series 40-based
     79




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##### Table of Contents



e-commerce
  Increasing
    Challenges of Achieving Sustained Differentiation and Impact on
    Overall Industry Gross Margin Trends
        
    Unique experiences. We believe that we have an
    opportunity to differentiate through a collection of experiences
    on Nokia devices, supported by our productization capabilities.
    For example, bringing together our
    best-in-class
    photographic and imaging capabilities with our location-based,
    geopositioning and other assets to create unique and
    differentiated experiences.
    Distinctive design. We have a long history of
    bringing iconic and signature designs to both smart devices and
    mobile phones. We believe that having a distinctive
    Nokia design is a key element of our strategy.
    Local and global approach. Although we are a global
    company, we have significant local presence and capabilities to
    ensure we are able to capitalize on local developer and
    ecosystem opportunities. Services such as Nokia Life Tools and
    Nokia Money as well as our ability to launch regional and
    country specific initiatives give us a unique opportunity to
    differentiate in a number of high growth markets where our
    market position and brand are strongest. We believe our ability
    to combine our scale and localization provides an important
    opportunity to differentiate our mobile products.
    Compelling hardware. We believe that in areas such
    as imaging, advanced sensors, GPS, accelerometers and
    gyroscopes, we have an opportunity to continue to differentiate
    our offering across a broad range of price points.
    Brand. As the devices business is a consumer
    business, brand is a major differentiating factor with broad
    effects on market position and pricing. The Interbrand annual
    rating of 2010 Best Global Brands positioned Nokia as the eighth
    most-valued brand in the world. In addition, Nokia has been
    ranked No. 1 in The Economic Times-Brand Equitys
    annual Most Trusted 80




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##### Table of Contents



Brands survey for 2010 in India, marking Nokias
    recognition as Indias most trusted brand for three
    consecutive years.  
    Supply chain, distribution and relationships. We
    enjoy a world-class manufacturing and logistics system, which is
    designed to deliver quality hardware and respond quickly to
    customer demand. During 2010, we made over one million devices
    per day in our nine main device manufacturing facilities
    globally. In addition, we source components from a global
    network of strategic partners, the majority of whom we have long
    standing and deep relationships supported by our scale and
    market position. Nokia has the industrys largest
    distribution network with over 650 000 points of sale globally.
    Compared to our competitors, we have a substantially larger
    distribution and care network, particularly in China, India and
    Middle East and Africa.
    Intellectual property:  Success in our industry
    requires significant research and development investments, with
    intellectual property rights filed to protect those investments
    and related inventions. We believe that Nokia has built one of
    the strongest and broadest patent portfolios in the industry.
    Since the early 1990s, we have invested approximately
    EUR 43 billion cumulatively in research and
    development, and we now own over 10 000 patent families.        Speed of
    Innovation, Product Development and Execution
      profit-and-loss end-to-end
 81




---



##### Table of Contents



Increasing
    Innovation in the Mobile Phone Market
              Series 40-powered
   82




---



##### Table of Contents



Operational
    Efficiency and Cost Control
              NAVTEQ
   83




---



##### Table of Contents



Location-Based
    Products and Services Proliferating
    Price Pressure
    for Navigable Map Data Increasing
  turn-by-turn turn-by-turn Turn-by-turn
     84




---



##### Table of Contents



Quality and
    Richness of Location-Based Content and Services Will Continue to
    Increase
      Industry
    Developments Impacting NAVTEQ
    Nokia Siemens
    Networks
       85




---



##### Table of Contents



Growing Data
    Usage
       86




---



##### Table of Contents



Managed Services
    and Outsourcing
           87




---



##### Table of Contents



Subscriber-centric
    Solutions
      Motorola
    Acquisition
      Outlook, Targets
    and Priorities for 2011
     88




---



##### Table of Contents



Certain Other
    Factors
  Exchange
    Rates
        and/or
 89




---



##### Table of Contents



(year-end
            and/or
      Seasonality
   90




---



##### Table of Contents



make-up
      Accounting
    Developments
    Subsequent
    Events
  Nokia outlines new strategy, introduces new leadership and
    operational structure
      profit-and-loss end-to-end
   91




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##### Table of Contents



Nokia Siemens Networks planned acquisition of certain
    wireless network infrastructure assets of Motorola
      Critical
    Accounting Policies
      Revenue
    Recognition
     92




---



##### Table of Contents



cost-to-cost
      Customer
    Financing
   93




---



##### Table of Contents



Allowances for
    Doubtful Accounts
    Inventory-related
    Allowances
    Warranty
    Provisions
    Provision for
    Intellectual Property Rights, or IPR,
    Infringements
     94




---



##### Table of Contents



Legal
    Contingencies
    Capitalized
    Development Costs
       95




---



##### Table of Contents



Business
    Combinations
      Valuation of
    Long-lived Assets, Intangible Assets and Goodwill
    
    significant underperformance relative to historical or projected
    future results;
    significant changes in the manner of our use of these assets or
    the strategy for our overall business; and
    significantly negative industry or economic trends.       96




---



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97




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##### Table of Contents



Cash-generating UnitDevices &

Nokia SiemensServices

Networks

NAVTEQ%

%

%2010

2009

2008

2010

2009

2008

2010

2009

2008Terminal growth rate


2.0



2.0



2.3







1.0



1.0



4.0



5.0



5.0Pre-tax discount rate


11.1



11.5



12.4







13.2



15.6



12.8



12.6



12.4     (1)

    
    The annual goodwill impairment testing conducted for each of the
    Groups CGUs for the years ended December 31, 2010 and
    2008 have not resulted in any impairment charges. The goodwill
    impairment testing for the year ended December 31, 2009
    resulted in the aforementioned impairment charge for the Nokia
    Siemens Networks CGU.      Fair Value of
    Derivatives and Other Financial Instruments
  available-for-sale.
  Income
    Taxes
   98




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##### Table of Contents



Pensions
    Share-based
    Compensation
     99




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##### Table of Contents



Results of
    Operations
  2010 compared
    with 2009
  Nokia
    Group
    Year Ended





Year Ended





PercentageDecember 31,


Percentage of


December 31,


Percentage of


Increase/2010


Net Sales


2009


Net Sales


(Decrease)(EUR millions, except percentage data)Net sales


42 446



100.0
%


40 984



100.0
%


4
%Cost of sales


(29 629
)


(69.8
)%


(27 720
)


(67.6
)%


7
%Gross profit


12 817



30.2
%


13 264



32.4
%


(3
)%Research and development expenses


(5 863
)


(13.8
)%


(5 909
)


(14.4
)%


(1
)%Selling and marketing expenses


(3 877
)


(9.1
)%


(3 933
)


(9.6
)%


(1
)%Administrative and general expenses


(1 115
)


(2.6
)%


(1 145
)


(2.8
)%


(3
)%Other operating income and expenses


108



0.3
%


(1 080
)


(2.6
)%Operating profit


2 070



4.9
%


1 197



2.9
%


73
%   Net Sales.
    Year Ended December 31,2010


2009Europe


34%



36%Middle East & Africa


13%



14%Greater China


18%



16%Asia-Pacific


21%



22%North America


5%



5%Latin America


9%



7%Total


100%



100%  100




---



##### Table of Contents



Profitability.
        year-related
    Group Common Functions.
  Net Financial Income and Expenses.
 101




---



##### Table of Contents



Profit Before Taxes.
  Non-controlling interests.
  Profit Attributable to Equity Holders of the Parent and
    Earnings per Share. year-on-year
  Results by
    Segments
  Devices &
    Services
    Year Ended





Year Ended





PercentageDecember 31,


Percentage of


December 31,


Percentage of


Increase/2010


Net Sales


2009


Net Sales


(Decrease)(EUR millions, except percentage data)Net sales


29 134



100.0
%


27 853



100.0
%


5
%Cost of sales


(20 364
)


(69.9
)%


(18 583
)


(66.7
)%


10
%Gross profit


8 770



30.1
%


9 270



33.3
%


(5
)%Research and development expenses


(2 954
)


(10.1
)%


(2 984
)


(10.7
)%


(1
)%Selling and marketing expenses


(2 294
)


(7.9
)%


(2 366
)


(8.5
)%


(3
)%Administrative and general expenses


(393
)


(1.3
)%


(417
)


(1.5
)%


(6
)%Other operating income and expenses


170



0.6
%


(189
)


(0.7
)%Operating profit


3 299



11.3
%


3 314



11.9
%  102




---



##### Table of Contents



Net Sales. year-on-year
  Year Ended



Year EndedDecember 31,

Change

December 31,2010

2009 to
    20103

20093(EUR millions, except percentage data)Mobile
    phones1


14 347



(5
)%


15 126Converged mobile
    devices2


14 786



17
%


12 676Total


29 133



5
%


27 802     (1)

    
    Series 30 and
    Series 40-based
    devices ranging from basic mobile phones focused on voice
    capability to devices with a number of additional
    functionalities, such as Internet connectivity, including the
    services and accessories sold with them.(2)

    
    Smartphones and mobile computers, including the services and
    accessories sold with them.(3)

    
    Does not include the net sales of the security appliance
    business that was divested in April 2009.  year-on-year
  Year Ended



Year EndedDecember 31,

Change

December 31,2010

2009 to 2010

2009(EUR millions, except percentage data)Europe


9 736



(2
)%


9 890Middle East & Africa


4 046



3
%


3 923Greater China


6 167



23
%


5 028Asia-Pacific


6 013



(3
)%


6 230North America


901



(12
)%


1 020Latin America


2 270



29
%


1 762Total


29 133



5
%


27 853   year-on-year
  Volume and Market Share. year-on-year
  Year Ended





Year EndedDecember 31,


Change


December 31,2010(1)


2009 to 2010


2009(Units in millions, except percentage data)Europe


289



8
%


267Middle East & Africa


174



19
%


146Greater China


265



13
%


234Asia-Pacific


361



18
%


305North America


151



14
%


132Latin America


187



5
%


178Total


1 427



13
%


1 263  103




---



##### Table of Contents



(1)

    
    As previously announced, beginning in 2010 we revised our
    definition of the industry mobile device market that we use to
    estimate industry volumes. This is due to improved measurement
    processes and tools that enable us to have better visibility to
    estimate the number of mobile devices sold by certain new
    entrants in the global mobile device market. We are applying the
    revised definition and improved measurement processes and tools
    beginning in 2010, and retrospectively to 2009 for comparative
    purposes only.  year-on-year
  Year Ended



Year EndedDecember 31,

Change

December 31,2010(1)

2009 to 2010

2009(Units in millions, except percentage data)Mobile
    phones1


352.6



(3
)%


364.0Converged mobile
    devices2


100.3



48
%


67.8Total


452.9



5
%


431.8     (1)

    
    Series 30 and
    Series 40-based
    devices ranging from basic mobile phones focused on voice
    capability to devices with a number of additional
    functionalities, such as Internet connectivity, including the
    services and accessories sold with them.(2)

    
    Smartphones and mobile computers, including the services and
    accessories sold with them.  year-on-year. year-on-year.
  year-on-year.
  year-on-year
  Year Ended



Year EndedDecember 31,

Change

December 31,2010

2009 to 2010

2009(Units in millions, except percentage data)Europe


112.7



5
%


107.0Middle East & Africa


83.8



8
%


77.6Greater China


82.5



14
%


72.6Asia-Pacific


119.1



(4
)%


123.5North America


11.1



(18
)%


13.5Latin America


43.7



16
%


37.6Total


452.9



5
%


431.8   year-on-year
 104




---



##### Table of Contents



Average Selling Price. year-on-year
  Year Ended



Year EndedDecember 31,

Change

December 31,2010

2009 to 2010

2009(EUR millions, except percentage data)Mobile
    phones1


41



(2
)%


42Converged mobile
    devices2


147



(21
)%


187Total


64



0
%


64     (1)

    
    Series 30 and
    Series 40-based
    devices ranging from basic mobile phones focused on voice
    capability to devices with a number of additional
    functionalities, such as Internet connectivity, including the
    services and accessories sold with them.(2)

    
    Smartphones and mobile computers, including the services and
    accessories sold with them.    Profitability.
 105




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year-on-year
  NAVTEQ
    Year Ended





Year EndedDecember 31,


Percentage of


December 31,


Percentage of2010


Net Sales


2009


Net Sales(EUR millions, except percentage data)Net sales


1 002



100.0
%


670



100.0
%Cost of sales


(153
)


(15.3
)%


(88
)


(13.1
)%Gross profit


849



84.7
%


582



86.9
%Research and development expenses


(751
)


(75.0
)%


(653
)


(97.5
)%Selling and marketing expenses


(250
)


(25.0
)%


(217
)


(32.4
)%Administrative and general expenses


(70
)


(7.0
)%


(57
)


(8.5
)%Other operating income and expenses


(3
)


(0.3
)%


1Operating profit


(225
)


(22.5
)%


(344
)


(51.3
)%  106




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Net Sales. year-on-year
  Year Ended





Year EndedDecember 31,


Change


December 31,2010


2009 to 2010


2009(EUR millions, except percentage data)Europe


429



38
%


312Middle East & Africa


60



107
%


29Greater China


92







5Asia-Pacific


73



306
%


18North America


325



11
%


293Latin America


23



77
%


13Total


1 002



50
%


670   year-on-year
  Profitability.
      year-on-year
  Nokia Siemens
    Networks
   107




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##### Table of Contents



, year-on-year
        Year Ended





Year Ended





PercentageDecember 31,


Percentage of


December 31,


Percentage of


Increase/2010


Net Sales


2009


Net Sales


(Decrease)(EUR millions, except percentage data)Net sales


12 661



100.0
%


12 574



100.0
%


1
%Cost of Sales


(9 266
)


(73.2
)%


(9 162
)


(72.9
)%


1
%Gross profit


3 395



26.8
%


3 412



27.1
%


(1
)%Research and development expenses


(2 156
)


(17.0
)%


(2 271
)


(18.1
)%


(5
)%Selling and marketing expenses


(1 328
)


(10.5
)%


(1 349
)


(10.7
)%


(2
)%Administrative and general expenses


(553
)


(4.4
)%


(573
)


(4.6
)%


(4
)%Other income and expenses


(44
)


(0.3
)%


(858
)


(6.8
)%


(95
)%Operating profit


(686
)


(5.4
)%


(1 639
)


(13.0
)%


(58
)%   Net Sales. year-on-year
  Year Ended



Year EndedDecember 31,

Change

December 31,2010

2009 to 2010

2009(EUR millions, except percentage data)Europe


4 628



(1
)%


4 695Middle East & Africa


1 451



(12
)%


1 653Greater China


1 451



4
%


1 397Asia-Pacific


2 915



7
%


2 725North America


735



(2
)%


748Latin America


1 481



9
%


1 356Total


12 661



1
%


12 574    108




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##### Table of Contents



Profitability. year-on-year
          2009 compared
    with 2008
  Nokia completed the acquisition of NAVTEQ Corporation on
    July 10, 2008. NAVTEQ is a separate reportable segment of
    Nokia starting from the third quarter 2008. The results of
    NAVTEQ are not available for the prior periods. Accordingly, the
    results of Nokia Group and NAVTEQ for the full year 2009 are not
    directly comparable to the results for the full year 2008.
 109




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Nokia
    Group
    Year Ended





Year Ended





PercentageDecember 31,


Percentage of


December 31,


Percentage of


Increase/2009


Net Sales


2008


Net Sales


(Decrease)(EUR millions, except percentage data)Net sales


40 984



100.0
%


50 710



100.0
%


(19.2
)%Cost of sales


(27 720
)


(67.6
)%


(33 337
)


(65.7
)%


(16.8
)%Gross profit


13 264



32.4
%


17 373



34.3
%


(23.7
)%Research and development expenses


(5 909
)


(14.4
)%


(5 968
)


(11.8
)%


(1.0
)%Selling and marketing expenses


(3 933
)


(9.6
)%


(4 380
)


(8.6
)%


(10.2
)%Administrative and general expenses


(1 145
)


(2.8
)%


(1 284
)


(2.5
)%


(10.8
)%Other operating income and expenses


(1 080
)


(2.6
)%


(775
)


(1.5
)%


39.4
%Operating profit


1 197



2.9
%


4 966



9.8
%


75.9
%     Year Ended December 31,2009


2008Europe


36
%


37
%Middle East & Africa


14
%


14
%Greater China


16
%


13
%Asia-Pacific


22
%


22
%North America


5
%


4
%Latin America


7
%


10
%Total


100
%


100
%        110




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Results by
    Segments
  Devices &
    Services
  year-on-year
  Year Ended





Year EndedDecember 31,


Change


December 31,2009(1)


2008 to 2009


2008(Units in millions, except percentage data)Europe


252



(10
)%


281Middle East & Africa


137



(8
)%


149Greater China


188



3
%


183Asia-Pacific


275



(3
)%


284North America


172



(3
)%


178Latin America


115



(17
)%


139Total


1 140



(6
)%


1 213     (1)

    
    Beginning in 2010, we revised our definition of the industry
    mobile device market that we use to estimate industry volumes.
    This was due to improved measurement processes and tools that
    enabled us to have better visibility to estimate the number of
    mobile devices sold by certain new entrants in the global mobile
    device market. These included vendors of legitimate, as well as
    unlicensed and counterfeit, products with manufacturing
    facilities primarily centered around 111




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##### Table of Contents



certain locations in Asia and other emerging markets. For
    comparative purposes only, applying the revised definition and
    improved measurement processes and tools that we were using
    since the beginning of 2010 retrospectively to 2009, we estimate
    that industry mobile device volumes in 2009 would have been
    1.26 billion units. We are not able to apply our revised
    definition and improved measurement processes and tools
    retrospectively to our estimated industry mobile device volumes
    in 2008 due to lack of visibility and data. The industry mobile
    device volumes estimated for 2008 are not comparable with the
    industry mobile device volumes estimates based on the revised
    definition.        year-on-year
  Year Ended





Year EndedDecember 31,


Change


December 31,2009(*)


2008 to 2009


2008(Units in millions, except percentage data)Europe


107.0



(6.9
)%


114.9Middle East & Africa


77.7



(4.1
)%


81.0Greater China


72.6



1.8
%


71.3Asia-Pacific


123.5



(7.8
)%


134.0North America


13.5



(14.0
)%


15.7Latin America


37.5



(27.2
)%


51.5Total


431.8



(7.8
)%


468.4     *
    
    For comparative purposes only, applying the revised definition
    of the industry mobile device market (see note 1 to the
    industry mobile device volume table above) retrospectively to
    2009, Nokia estimates that its mobile device volume market share
    would have been 34% in 2009 on an annual basis. Nokia is not
    able to apply the revised definition and improved measurement
    processes and tools retrospectively to Nokias estimated
    volume market share in 2008 due to lack of visibility and data.
    Nokias volume market share estimated for 2008 is not
    comparable with Nokias volume market share estimates based
    on the revised definition. 112




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##### Table of Contents



year-on-year
            Year Ended





Year Ended





PercentageDecember 31,


Percentage of


December 31,


Percentage of


Increase/2009


Net Sales


2008


Net Sales


(Decrease)(EUR millions, except percentage data)Net sales


27 853



100.0
%


35 099



100.0
%


(21
)%Cost of sales


(18 583
)


(66.7
)%


(22 360
)


(63.7
)%


(17
)%Gross profit


9 270



33.3
%


12 739



36.3
%


(27
)%Research and development expenses


(2 984
)


(10.7
)%


(3 127
)


(8.9
)%


(5
)%Selling and marketing expenses


(2 366
)


(8.5
)%


(2 847
)


(8.1
)%


(17
)%Administrative and general expenses


(417
)


(1.5
)%


(429
)


(1.2
)%


(3
)%Other operating income and expenses


(189
)


(0.7
)%


(520
)


(1.5
)%


(64
)%Operating profit


3 314



11.9
%


5 816



16.6
%


(43
)%  113




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##### Table of Contents



NAVTEQ
    Year Ended





From July 10 toDecember 31,


Percentage of


December 31,


Percentage of2009


Net Sales


2008


Net Sales(EUR millions, except percentage data)Net sales


670



100.0
%


361



100.0
%Cost of sales


(88
)


(13.1
)%


(43
)


(11.9
)%Gross profit


582



86.9
%


318



88.1
%Research and development expenses


(653
)


(97.5
)%


(332
)


(92.0
)%Selling and marketing expenses


(217
)


(32.4
)%


(109
)


(30.2
)%Administrative and general expenses


(57
)


(8.5
)%


(30
)


(8.3
)%Other operating income and expenses


1



0.1
%






0.0
%Operating profit


(344
)


(51.3
)%


(153
)


(42.4
)%    114




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##### Table of Contents



For the Year Ended


From July 10 toDecember 31,


December 31,2009


2008(EUR millions)


(EUR millions)Europe


312



158Middle East & Africa


29



29Greater China


5



2Asia-Pacific


18



10North America


293



155Latin America


13



7Total


670



361           Nokia Siemens
    Networks
   115




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##### Table of Contents



Year Ended





Year Ended





PercentageDecember 31,


Percentage of


December 31,


Percentage of


Increase/2009


Net Sales


2008


Net Sales


(Decrease)(EUR millions, except percentage data)Net sales


12 574



100.0
%


15 309



100.0
%


(18
)%Cost of Sales


(9 162
)


(72.9
)%


(10 993
)


(71.8
)%


(17
)%Gross profit


3 412



27.1
%


4 316



28.2
%


(21
)%Research and development expenses


(2 271
)


(18.1
)%


(2 500
)


(16.3
)%


(9
)%Selling and marketing expenses


(1 349
)


(10.7
)%


(1 421
)


(9.3
)%


(5
)%Administrative and general expenses


(573
)


(4.6
)%


(689
)


(4.5
)%


(17
)%Other income and expenses


(858
)


(6.8
)%


(7
)


(0.0
)%Operating profit


(1 639
)


(13.0
)%


(301
)


(2.0
)%


(445
)%     Nokia Siemens
    Networks Net Sales by Geographic Area
  Year Ended


Year EndedDecember 31,


December 31,2009


2008(EUR millions)Europe


4 695



5 618Middle East & Africa


1 653



2 040Greater China


1 397



1 379Asia-Pacific


2 725



3 881North America


748



698Latin America


1 356



1 693Total


12 574



15 309    116




---



##### Table of Contents



Group Common
    Functions
    Net Financial
    Income and Expenses
      Profit Before
    Taxes
   117




---



##### Table of Contents



Non-controlling
    Interests
    Profit
    Attributable to Equity Holders of the Parent and Earnings per
    Share
  year-on-year
 5B. Liquidity and
    Capital Resources  available-for-sale available-for-sale
  available-for-sale
    available-for-sale
   118




---



##### Table of Contents



available-for-sale
             119




---



##### Table of Contents



Structured
    Finance
     120




---



##### Table of Contents



Structured
    Finance
  At December 31,2010


2009


2008(EUR millions)Financing commitments


85



99



197Outstanding long-term loans (net of allowances and write-offs)


64



46



27Current portion of outstanding long-term loans (net of
    allowances and
    write-offs)


39



14



101Outstanding financial guarantees and securities pledged










2Total


188



159



327                 Contingent
    Commitments Expiration Per Period
  2011

2012-2013

2014-2015

Thereafter

Total(EUR millions)Guarantees of Nokias performance


640



149



56



139



984    121




---



##### Table of Contents



5C. Research and
    Development, Patents and Licenses       5D. Trends
    Information   5E. Off-Balance
    Sheet Arrangements   122




---



##### Table of Contents



5F. Tabular
    Disclosure of Contractual Obligations    Contractual
    Obligations Payments Due by Period
  2011


2012-2013


2014-2015


Thereafter


Total(EUR millions)Long-term liabilities


116



133



1 977



2 220



4 446Operating leases


285



375



204



205



1 069Purchase obligations


2 307



290



8



1



2 606Total


2 708



798



2 189



2 426



8 121     ITEM 6.
    DIRECTORS,
    SENIOR MANAGEMENT AND EMPLOYEES 6A. Directors and Senior Management    Board of
    Directors
        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.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 various managerial positions at
    Citibank within corporate banking 1978-1985. 123




---



##### Table of Contents



Vice Chairman of the Board of Directors of Otava Ltd. Member of
    the Board of Directors of the University of Helsinki. Chairman
    of the Boards of Directors and the Supervisory Boards of The
    Research Institute of the Finnish Economy ETLA and Finnish
    Business and Policy Forum EVA. Member of The European Round
    Table of Industrialists. Chairman of the World Business Council
    for Sustainable Development (WBCSD). Member of the Board of
    Directors of Ford Motor Company 2000-2008. Vice Chairman of
    UPM-Kymmene Corporation 2004-2008.Vice Chairman Dame Marjorie Scardino, b. 1947
    
    Chief Executive and member of the Board of Directors of
    Pearson plc.
    Board member since 2001. Vice Chairman since 2007.
    Chairman of the Corporate Governance and Nomination
    Committee.
    Member of the Personnel Committee.Bachelor of Arts (Baylor University). Juris Doctor (University
    of San Francisco).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.Lalita D. Gupte, b. 1948
    
    Non-executive Chairman of the ICICI Venture Funds Management
    Co Ltd.
    Board member since 2007.
    Member of the Audit Committee.B.A. (Economics, Hons) (University of Delhi). Master of
    Management Studies (University of Bombay).Joint Managing Director and member of the Board of Directors of
    ICICI Bank Ltd 2002-2006. Joint Managing Director and member of
    the Board of Directors of ICICI Limited 1999-2002 (ICICI Limited
    merged with ICICI Bank Ltd in 2002). Deputy Managing Director of
    ICICI Limited 1996-1999. Executive Director on the Board of
    Directors of ICICI Limited 1994-1996. Various leadership
    positions in Corporate and Retail Banking, Strategy and
    Resources, and International Banking in ICICI Limited since 1971.Member of the Boards of Directors of Alstom S.A., Bharat Forge
    Ltd., Godrej Properties Ltd., and Kirloskar Brothers Ltd. Member
    of the Board of Directors of HPCL-Mittal Energy Ltd. and
    Swadhaar FinServe Pvt. Ltd. (non-executive Chairman). Also
    member of Board of Governors of educational institutions. Member
    of the Board of Directors (non-executive director) of ICICI Bank
    Ltd. 1994-2002. Member of the Boards of Directors of FirstSource
    Solutions Ltd. 2006-2010, ICICI Securities Ltd. 1993-2006, ICICI
    Prudential Life Insurance Co Ltd. 2000-2006, ICICI Lombard
    General Insurance Co Ltd.
    2000-2006,
    ICICI Bank UK Ltd. 2003-2006, ICICI Bank Canada 2003-2006 and
    ICICI Bank Eurasia Ltd. 2005-2006. 124




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##### Table of Contents



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.Bachelor of Science (Helsinki University). Master of Science
    (Stanford University). Doctor of Philosophy (Stanford
    University).Edwin J. Beinecke Professor of Management Studies at Yale
    University 1985-1994.Member of the American Academy of Arts and Sciences and Foreign
    Member of The Royal Swedish Academy of Sciences. Member of the
    Boards of Directors of The Research Institute of the Finnish
    Economy ETLA and Finnish Business and Policy Forum EVA. Member
    of Aalto University Foundation Board.Prof. Dr. Henning Kagermann, b. 1947
    
    Board member since 2007.
    Member of the Personnel Committee.Ph.D. (Theoretical Physics) (Technical University of Brunswick).Co-CEO and Chairman of the Executive Board of SAP AG
    2008-2009.
    CEO of SAP 2003-2008. Co-chairman of the Executive Board of SAP
    AG 1998-2003. A number of leadership positions in SAP AG since
    1982. Member of SAP Executive Board 1991-2009. Taught physics
    and computer science at the Technical University of Brunswick
    and the University of Mannheim 1980-1992, became professor in
    1985.Member of the Supervisory Boards of Bayerische Motoren Werke
    Aktiengesellschaft (BMW AG), Deutsche Bank AG, Deutsche Post AG
    and Münchener Rückversicherungs-Gesellschaft AG
    (Munich Re). Member of the Board of Directors of Wipro Ltd.
    President of Deutsche Akademie der Technikwissenschaften. Member
    of the Honorary Senate of the Foundation Lindau
    Nobelprizewinners.Per Karlsson, b. 1955
    
    Independent Corporate Advisor.
    Board member since 2002.
    Chairman of the Personnel Committee.
    Member of the Corporate Governance and Nomination Committee.Degree in Economics and Business Administration (Stockholm
    School of Economics).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.Member of the Board of Directors of IKANO Holdings S.A.Isabel Marey-Semper, b. 1967
    
    Director of Advanced Research of LOréal Group.
    Board member since 2009.
    Member of the Audit Committee. 125




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##### Table of Contents



Ph.D. (Neuro-Pharmacology) (Université Paris Pierre et
    Marie CurieCollège de France). MBA (Collège des
    Ingénieurs, Paris).Director of Shared Services of LOréal Group
    2010-2011. Chief Financial Officer, Executive Vice President in
    charge of strategy of PSA Peugeot Citroën 2007-2009. COO,
    Intellectual Property and Licensing Business Unit of Thomson
    2006-2007. Vice President Corporate Planning at Saint-Gobain
    2004-2005. Director of Corporate Planning, High Performance
    Materials of Saint-Gobain 2002-2004. Principal of A.T. Kearney
    (Telesis, prior to acquisition by A.T. Kearney) 1997-2002.Member of the Board of Directors of Faurecia S.A. 2007-2009.Risto Siilasmaa, b. 1966
    
    Board member since 2008.
    Chairman of the Audit Committee.
    Member of the Corporate Governance and Nomination Committee.Master of Science (Eng) (Helsinki University of Technology).President and CEO of F-Secure Corporation 1988-2006.Chairman of the Boards of Directors of F-Secure Corporation and
    Elisa Corporation.  Chairman of the Board of Directors of Fruugo
    Inc. Member of the Boards of Directors of Blyk Ltd, Efecte
    Corporation, Ekahau Inc and Mendor Ltd. Member of the Board of
    Directors of The Federation of Finnish Technology Industries.Keijo Suila, b. 1945
    
    Board member since 2006.
    Member of the Personnel Committee.B.Sc. (Economics and Business Administration) (Helsinki
    University of Economics and Business Administration).President and CEO of Finnair Plc 1999-2005. Chairman of oneworld
    airline alliance 2003-2004.  Member of various international
    aviation and air transportation associations 1999-2005. Holder
    of various executive positions, including Vice Chairman and
    Executive Vice President, at Huhtamäki Oyj, Leaf Group and
    Leaf Europe 1985-1998.Chairman of the Board of Directors of Solidium Oy. Chairman of
    the Board of Directors of the Finnish Fair Corporation. Member
    of the Board of Directors of Kesko Corporation
    2001-2009
    and Vice Chairman 2006-2009.    Proposal of
    the Corporate Governance and Nomination Committee for
    Composition of the Board of Directors in 2011
   126




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##### Table of Contents



Nokia Leadership
    Team
        
    Hallstein Moerk, formerly Executive Vice President of Human
    Resources, resigned from the Group Executive Board effective
    March 31, 2010, Thereafter, Mr. Moerk served as
    Executive Advisor for Nokia until his retirement at the end of
    September 2010.
    Juha Äkräs was appointed Executive Vice President of
    Human Resources and member of the Group Executive Board
    effective April 1, 2010. 127




---



##### Table of Contents




    Richard Simonson, formerly Executive Vice President of Mobile
    Phones, resigned from the Group Executive Board effective
    June 30, 2010. Thereafter, Mr. Simonson served as
    Senior Advisor to Nokia until he left the company on
    October 1, 2010.
    Anssi Vanjoki, formerly Executive Vice President of Mobile
    Solutions, resigned from the Group Executive Board effective
    October 12, 2010. Thereafter, Mr. Vanjokis
    employment with Nokia has continued until the end of his notice
    of resignation period on March 11, 2011.
    Jerri DeVard was appointed Executive Vice President and Chief
    Marketing Officer and a member of the Group Executive Board as
    from January 1, 2011.
    Alberto Torres, formerly Executive Vice President of MeeGo
    Computers, resigned from the Group Executive Board on
    February 10, 2011, leaving the company on March 31,
    2011.
    On February 11, 2011 we announced our new strategy,
    including changes to our leadership team and operational
    structure. Effective from that day, the Nokia Leadership Team
    replaced the Group Executive Board.    Stephen Elop, b. 1963
    
    President and CEO of Nokia Corporation.
    Nokia Leadership Team member and Chairman since September 21,
    2010.
    Joined Nokia on September 21, 2010.Bachelor of Computer Engineering and Management (McMaster
    University, Hamilton, Canada). Doctor of Laws, honorary
    (McMaster University, Hamilton, Canada).President of Microsoft Business Division and member of senior
    membership team of Microsoft Corporation 2008-2010. COO, Juniper
    Networks, Inc. 2007-2008. President, Worldwide Field Operations,
    Adobe Systems Inc. 2005-2006. President and CEO (last position),
    Macromedia Inc. 1998-2005.Chairman of the Board of Directors of NAVTEQ Corporation.Esko Aho, b. 1954
    
    Executive Vice President, Corporate Relations
    and Responsibility.
    Nokia Leadership Team member since 2009.
    Joined Nokia 2008.Master of Social Sciences (University of Helsinki).President of the Finnish Innovation Fund, Sitra 2004-2008.
    Private consultant 2003-2004. Lecturer, Harvard University
    2000-2001. Prime Minister of Finland 1991-1995. Chairman of the
    Centre Party 1990-2002. Member of the Finnish Parliament
    1983-2003. Elector in the presidential elections of 1978, 1982
    and 1988.Member of the Board of Directors of Fortum Corporation. Member
    of the Board of Directors of Technology Academy Finland. Vice
    Chairman of the Board of Directors of the Federation of Finnish
    Technology Industries. Member of the Club de Madrid, the
    InterAction Council, the Science and Technology in Society Forum
    (STS). Member of the ICC World Council and Vice Chair of ICC
    Finland. 128




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##### Table of Contents



Jerri DeVard, b. 1958
    
    Executive Vice President, Chief Marketing Officer.
    Nokia Leadership Team member since January 1, 2011.
    Joined Nokia on January 1, 2011.B.A. (Economics) (Spelman College, Atlanta, Georgia, USA).
    M.B.A. (Marketing) (Clark Atlanta University Graduate School of
    Business, Atlanta, Georgia, USA).Principal, DeVard Marketing Group 2007-2010. Senior Vice
    President, Marketing and Brand Management, Verizon
    Communications Inc. 2005-2007. Senior Vice President, Marketing
    Communications and Brand Management, Verizon Communications Inc.
    2003-2005. Chief Marketing Officer of
    e-Consumer,
    Citigroup 2000-2002. Management positions at Citigroup
    1998-2000. Vice President, Marketing, Color Cosmetics, Revlon
    Inc. 1996-1998. Vice President, Sales and Marketing,
    Harrahs Entertainment 1994-1996. Several brand management
    positions at the Pillsbury Co. 1983-1993.Member of the Board of Directors of Belk Inc. Vice Chair of the
    Board of Trustees of Spelman College. Member of the PepsiCo
    African-American Advisory Board.Colin Giles, b. 1963
    
    Executive Vice President, Sales. 
    Nokia Leadership Team member since February 11, 2011.
    Joined Nokia 1992.Bachelors degree engineering (University of Western
    Australia). EMBA (London Business School).Senior Vice President, Sales, Markets, Nokia 2010. President and
    Senior Vice President for Greater China, Japan and Korea, Nokia
    2009-2010. Senior Vice President, Sales, Distribution East,
    Nokia 2008-2009. Senior Vice President, CMO, Greater China,
    Nokia 2002-2008. Vice President Sales and Marketing, China,
    Nokia 2001-2002.  General Manager, Taiwan, Nokia 1997-2001.
    Director, Marketing, Asia Pacific, Nokia 1994-1997. Management
    positions in several telecommunications companies in Australia
    and the United Kingdom.Richard Green, b. 1955
    
    Executive Vice President, Chief Technology Officer.
    Nokia Leadership Team member since February 11, 2011.
    Joined Nokia on May 3, 2010.Bachelors and Masters degrees (State University of
    New York, Albany).Senior Vice President and Chief Technology Officer, Mobile
    Solutions, Nokia 2010. Executive Vice President, Software
    Division, Sun Microsystems, Inc., 2006-2008. Senior roles at
    Casatt Software and Nuance.Member of the Board of Directors of Albany Foundation.Jo Harlow, b. 1962
    
    Executive Vice President, Smart Devices.
    Nokia Leadership Team member since February 11, 2011.
    Joined Nokia 2003. 129




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##### Table of Contents



Bachelor of science (psychology) (Duke University, Durham, North
    Carolina, USA).Senior Vice President, Symbian Smartphones, Mobile Solutions,
    Nokia 2010. Senior Vice President, Smartphones Product
    Management, Nokia 2009. Vice President, Live Category, Nokia
    2008-2009. Senior Vice President, Marketing, Mobile Phones,
    Nokia 2006-2007. Vice President, Marketing, North America,
    Mobile Phones, Nokia 2003-2005. Marketing, sales and management
    roles at Reebok 1992-2003 and Procter & Gamble 1984-1992.Timo Ihamuotila, b. 1966
    
    Executive Vice President, Chief Financial Officer.
    Nokia Leadership Team member since 2007.
    With Nokia 1993-1996, rejoined 1999.Master of Science (Economics) (Helsinki School of Economics).
    Licentiate of Science (Finance) (Helsinki School of Economics).Executive Vice President, Sales, Markets, Nokia 2008-2009.
    Executive Vice President, Sales and Portfolio Management, Mobile
    Phones, Nokia 2007. Senior Vice President, CDMA Business Unit,
    Mobile Phones, Nokia 2004-2007. Vice President, Finance,
    Corporate Treasurer, Nokia 2000-2004. Director, Corporate
    Finance, Nokia 1999-2000. Vice President of Nordic Derivates
    Sales, Citibank plc. 1996-1999. Manager, Dealing & Risk
    Management, Nokia 1993-1996. Analyst, Assets and Liability
    Management, Kansallis Bank 1990-1993.Member of the Boards of Directors of NAVTEQ Corporation and
    Nokia Siemens Networks B.V. Member of the Board of Directors of
    Central Chamber of Commerce of Finland.Mary T. McDowell, b. 1964
    
    Executive Vice President, Mobile Phones.
    Nokia Leadership Team member since 2004.
    Joined Nokia 2004.Bachelor of Science (Computer Science) (College of Engineering
    at the University of Illinois).Executive Vice President and Chief Development Officer,
    Nokia 2008-2010. Executive Vice President and General
    Manager of Enterprise Solutions, Nokia 2004-2007. Senior Vice
    President & General Manager, Industry-Standard Servers,
    Hewlett-Packard Company 2002-2003. Senior Vice President &
    General Manager, Industry-Standard Servers, Compaq Computer
    Corporation 1998-2002. Vice President, Marketing, Server
    Products Division of Compaq Computer Corporation 1996-1998.
    Holder of executive, managerial and other positions at Compaq
    Computer Corporation 1986-1996.Member of the Board of Directors of Autodesk, Inc. Member of the
    Board of Visitors of the College of Engineering at the
    University of Illinois.Dr. Tero Ojanperä, b. 1966
    
    Executive Vice President, acting Head of Services and
    Developer Experience. 130




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##### Table of Contents



Nokia Leadership Team member since 2005.
    Joined Nokia 1990.Master of Science (University of Oulu). Ph.D. (Delft University
    of Technology, The Netherlands).Executive Vice President, Chief Technology Officer, Nokia
    2006-2007.
    Executive Vice President and Chief Strategy Officer, Nokia
    2005-2006. Senior Vice President, Head of Nokia Research Center
    2003-2004. Vice President, Research, Standardization and
    Technology of IP Mobility Networks, Nokia Networks 1999-2002.
    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.Member of the Board of Directors of NAVTEQ Corporation. A member
    of Young Global Leaders.Louise Pentland, b 1972
    
    Executive Vice President, Chief Legal Officer.
    Nokia Leadership Team member since February 11, 2011.
    Joined Nokia 1998.LL.B honors (law degree) (Newcastle upon Tyne). Qualified and
    active Solicitor (England and Wales). Licensed attorney (Member
    of the New York Bar).Senior Vice President and Chief Legal Officer,
    Nokia 2008-2010.
    Acting Chief Legal Officer, Nokia 2007-2008. Vice President and
    Head of Legal, Enterprise Solutions, Nokia 2004-2007.
    Senior Legal Counsel, Nokia Networks
    1998-2004.
    Before joining Nokia, corporate in-house legal positions at Avon
    Cosmetics Ltd. and law firm positions prior to that in the
    United Kingdom.Member of Association of General Counsel, CLO
    RoundtableEurope, Global Leaders in Law, Corporate Counsel
    Forum. Vice chair of the International Bar Association.Niklas Savander, b. 1962
    
    Executive Vice President, Markets.
    Nokia Leadership Team member since 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).Executive Vice President, Services, Nokia 2007-2010. Executive
    Vice President, Technology Platforms, Nokia 2006-2007. 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, 131




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##### Table of Contents



Marketing 1997-1998. Holder of executive and managerial
    positions at Hewlett-Packard Company 1987-1997.Member of the Board of Directors of Nokia Siemens Networks B.V.
    Member of the Board of Directors and secretary of Waldemar von
    Frenckells Stiftelse.Juha Äkräs, b. 1965
    
    Executive Vice President, Human Resources.
    Nokia Leadership Team member as of April 1, 2010.
    Joined Nokia 1993.Master of Science (Eng.) (Helsinki University of Technology).Senior Vice President, Human Resources, Nokia 2006-2010. Vice
    President, Global Operational Human Resources, Nokia 2005-2006.
    Senior Vice President and General Manager, Core Networks, Nokia
    Networks 2003-2005. Vice President and General Manager, IP
    Networks, Nokia Networks 2002-2003. Vice President, Strategy and
    Business Development, Nokia Networks 2000-2001. Vice President,
    Customer Services APAC, Nokia Telecommunications 1997-1999. Head
    of Marketing and Business Development, Customer Services, Nokia
    Telecommunications 1995-1996. Business Development Manager and
    Controller, Customer Services, Nokia Cellular Systems 1994-1995.
    Project Manager, Nokia Telecom AB (Sweden) 1993-1994.Member of the Board of Directors of Confederation of Finnish
    Industries (EK).Dr. Kai Öistämö, b. 1964
    
    Executive Vice President, Chief Development Officer.
    Nokia Leadership Team member since 2005.
    Joined Nokia 1991.Doctor of Technology (Signal Processing). Master of Science
    (Engineering) (Tampere University of Technology).Executive Vice President, Devices, Nokia 2007-2010. Executive
    Vice President and General Manager of Mobile Phones, Nokia
    2005-2007. Senior Vice President, Business Line Management,
    Mobile Phones, Nokia 2004-2005. Senior Vice President, Mobile
    Phones Business Unit, Nokia Mobile Phones 2002-2003. Vice
    President, TDMA/GSM 1900 Product Line, Nokia Mobile Phones
    1999-2002. Vice President, TDMA Product Line
    1997-1999.
    Various technical and managerial positions in Nokia Consumer
    Electronics and Nokia Mobile Phones
    1991-1997.Member of the Board of Directors of Nokian Tyres plc.  Member of
    the Board of Directors of NAVTEQ Corporation. 6B.
    Compensation   132




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Board of
    Directors
    Position

2010 (EUR)


2009 (EUR)


2008 (EUR)Chairman


440 000



440 000



440 000Vice Chairman


150 000



150 000



150 000Member


130 000



130 000



130 000Chairman of Audit Committee


25 000



25 000



25 000Member of Audit Committee


10 000



10 000



10 000Chairman of Personnel Committee


25 000



25 000



25 000Total


1 700 000
(1)(2)


1 840 000
(1)(2)


1 710 000
(1)(2)     (1)

    
    The changes in the aggregate amount of Board pay from year to
    year are due to changes in the number of Board members and
    changes in committee composition, while the amount of fees paid
    for the services rendered remained the same.(2)

    
    The aggregate amount of Board pay also includes the remuneration
    paid to the former President and CEO in his capacity as a member
    of the Board of Directors, but in that capacity only.          Remuneration
    of the Board of Directors in 2010
   133




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Change inPension ValueFees








Non-Equity


and NonqualifiedEarned or








Incentive


DeferredPaid in


Stock





Plan


Compensation


All OtherCash


Awards


Option Awards


Compensation


Earnings


Compensation


TotalYear


(EUR)(1)


(EUR)(2)


(EUR)(2)


(EUR)(2)


(EUR)(2)


(EUR)(2)


(EUR)Jorma Ollila,
    Chairman(3)


2010



440 000























440 000Marjorie Scardino, Vice
    Chairman(4)


2010



150 000























150 000Lalita D.
    Gupte(5)


2010



140 000























140 000Bengt Holmström


2010



130 000























130 000Henning Kagermann


2010



130 000























130 000Olli-Pekka
    Kallasvuo(6)


2010



130 000























130 000Per
    Karlsson(7)


2010



155 000























155 000Isabel
    Marey-Semper(8)


2010



140 000























140 000Risto
    Siilasmaa(9)


2010



155 000























155 000Keijo Suila


2010



130 000























130 000Total






1 700 000























1 700 000     (1)

    
    Approximately 40% of each Board members annual
    remuneration is paid in Nokia shares purchased from the market
    and the remaining approximately 60% is paid in cash.(2)

    
    Not applicable to any non-executive member of the Board of
    Directors. Not applicable to the former President and CEO with
    respect to his service as a member of the Board of Directors.(3)

    
    Represents the fee of Jorma Ollila for service as Chairman of
    the Board.(4)

    
    Represents the fee of Dame Marjorie Scardino for service as Vice
    Chairman of the Board.(5)

    
    Represents the fees paid to Lalita Gupte, consisting of a fee of
    EUR 130 000 for service as a member of the Board and EUR 10 000
    for service as a member of the Audit Committee.(6)

    
    Olli-Pekka Kallasvuo left his position on the Nokia Board of
    Directors on September 10, 2010. This table includes
    remuneration paid to Mr. Kallasvuo for service as a member
    of the Board only. For the compensation paid for his services as
    the President and CEO until September 20, 2010,
    see Executive
    CompensationActual Executive Compensation for
    2010Summary Compensation Table 2010 below.(7)

    
    Represents the fees paid to Per Karlsson, consisting of a fee of
    EUR 130 000 for service as a member of the Board and EUR 25 000
    for service as Chairman of the Personnel Committee.(8)

    
    Represents the fees paid to Isabel Marey-Semper, consisting of a
    fee of EUR 130 000 for service as a member of the Board and EUR
    10 000 for service as a member of the Audit Committee.(9)

    
    Represents the fees paid to Risto Siilasmaa, consisting of a fee
    of EUR 130 000 for service as a member of the Board and EUR 25
    000 for service as Chairman of the Audit Committee.  Proposal by
    the Corporate Governance and Nomination Committee for
    remuneration to the Board of Directors in 2011
   134




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Executive
    Compensation
  Executive
    Compensation Philosophy, Programs and Decision-making
    Process
      
    competitive base pay rates; and
    short- and long-term incentives that are intended to result in a
    competitive total compensation package.    
    attract and retain outstanding executive talent;
    deliver a significant amount of performance-related variable
    compensation for the achievement of both short- and long-term
    stretch goals;
    appropriately balance rewards between both Nokias and an
    individuals performance; and
    align the interests of the executive officers with those of the
    shareholders through long-term incentives in the form of
    equity-based awards.     135




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
    the compensation levels for similar positions (in terms of scope
    of position, revenues, number of employees, global
    responsibility and reporting relationships) in relevant
    comparison companies;
    the performance demonstrated by the executive officer during the
    last year;
    the size and impact of the particular officers role on
    Nokias 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.      Components of
    Executive Compensation
     136




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Annual Cash
    Compensation
       137




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##### Table of Contents



Incentive as a %
    of Annual Base Salary in 2010
  Minimum


Target


MaximumPosition

Performance


Performance


Performance


Measurement CriteriaPresident and
    CEO(1)


0
%


100
%


225
%

(a) Financial and Business Objectives (includes targets
    for net sales, operating profit and operating cash flow
    management and key business goals)0
%


25
%


37.5
%

(c) Total Shareholder
    Return(2)

    (comparison made with key competitors in the high technology,
    telecommunications and Internet services industries over one-,
    three- and five-year periods)0
%


25
%


37.5
%

(d) Strategic ObjectivesTotal


0
%


150
%


300
%Group Executive Board


0
%


75
%


168.75
%

(a) Financial Objectives(includes targets for net sales,
    operating profit and operating cash flow management)(b) Individual Strategic Objectives(as described below)0
%


25
%


37.5
%

(c) Total Shareholder
    Return(2)(3)

    (comparison made with key competitors in the high technology,
    telecommunications and Internet services industries over one-,
    three- and five-year periods)Total


0
%


100
%


206.25
%     (1)

    
    Applies for Olli-Pekka Kallasvuo, President and CEO until
    September 20, 2010. For Stephen Elop, President and CEO
    from September 21, 2010, short-term incentive target is
    150% of base pay, paid to him pro rata for year 2010, based on
    his hire date.(2)

    
    Total shareholder return reflects the change in Nokias
    share price during an established time period, including the
    amount of dividends paid, divided by Nokias share price at
    the beginning of the period. The calculation is conducted in the
    same manner for each company in the peer group.(3)

    
    Only certain members of the Group Executive Board are eligible
    for the additional 25% total shareholder return element.  his/her
 138




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see Actual
  Long-Term
    Equity-Based Incentives
   139




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Recoupment of
    certain equity gains
      Actual
    Executive Compensation for 2010
  Service
    Contracts
      12-month
 140




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##### Table of Contents




    His target short-term cash incentive level is reduced from 150%
    to 100% and
    His annual equity grants are reduced to a level below the
    competitive market value.    (1)
    Total Shareholder Return (TSR), relative to a peer group of
    companies over the 2 year period from December 31,
    2010 until December 31, 2012: Minimum payout will require
    performance at the 50th percentile of the peer group and the
    maximum payout will occur if the rank is among the top three of
    the peer group. The peer group consists of a number of relevant
    companies in the high technology/mobility, telecommunications
    and Internet services industries,(2)
    Nokias absolute share price at the end of 2012: Minimum
    payout if the Nokia share price is EUR 9, with maximum
    payout if the Nokia share price is EUR 17.  20-day 2011-2012
    141




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12-month
    Pension
    Arrangements for the Members of the Nokia Leadership Team (the
    Group Executive Board until February 11, 2011)
          Actual
    Compensation for the Members of the Group Executive Board in
    2010
         142




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##### Table of Contents



Aggregate Cash
    Compensation to the Group Executive Board for
    2010(1)
  Number of



CashMembers on

Base

IncentiveYear

December 31

Salaries

Payments(2)EUR

EUR2010


9



5 552 108



3 457 145     (1)

    
    Includes base salary and cash incentives paid or payable by
    Nokia for the 2010 fiscal year. The cash incentives are paid as
    a percentage of annual base salary based on Nokias
    short-term cash incentives. Includes compensation paid to
    Hallstein Moerk for the period until March 31, 2010,
    Richard Simonson until June 30, 2010, Olli-Pekka Kallasvuo
    until September 20, 2010, Anssi Vanjoki until
    October 12, 2010 and Juha Äkräs as from
    April 1, 2010 and Stephen Elop as from September 21,
    2010.(2)

    
    Excluding any gains realized upon exercise of stock options,
    which are described in Item 6E. Share Ownership.  Long-Term
    Equity-Based Incentives Granted in
    2010(1)
  Total numberGroup Executive
    Board(3)(4)


Total


of participantsPerformance Shares at
    Threshold(2)


485 000



3 576 403



4 250Stock Options


1 320 000



6 708 582



3 200Restricted Shares


1 104 000



5 801 800



430     (1)

    
    The equity-based incentive grants are generally forfeited if the
    employment relationship terminates with Nokia prior to vesting.
    The settlement is conditional upon performance and/or service
    conditions, as determined in the relevant plan rules. For a
    description of our equity plans, see Note 24 to our
    consolidated financial statements included in Item 18 of
    this annual report.(2)

    
    At maximum performance, the settlement amounts to four times the
    number at threshold.(3)

    
    Includes Hallstein Moerk for the period until March 31,
    2010, Richard Simonson until June 30, 2010, Olli-Pekka
    Kallasvuo until September 20, 2010, Anssi Vanjoki until
    October 12, 2010 and Juha Äkräs as from
    April 1, 2010 and Stephen Elop as from September 21,
    2010.(4)

    
    For the Group Executive Board members whose employment
    terminated during 2010, the Long-Term Equity-Based Incentives
    were forfeited following termination of employment in accordance
    with plan rules. Mr. Vanjokis termination date under
    his employment agreement is March 11, 2011, and his equity
    will be forfeited thereafter. Mr. Moerk retained his vested
    and unvested grants upon retirement, in accordance with the
    equity plans provisions. 143




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##### Table of Contents



Summary
    Compensation Table 2010
  Change inPension Valueand NonqualifiedName and
















Non-Equity


Deferred


All OtherPrincipal










Stock


Option


Incentive Plan


Compensation


CompensationPosition(1)

Year


Salary


Bonus(2)


Awards(3)(4)


Awards(3)(4)


Compensation


Earnings(5)


EUR


TotalEUR


EUR


EUR


EUR


EUR


EUR


EUR


EURStephen ElopPresident and CEO


2010



280 303



440 137



1 682 607



800 132



(*
)


340 471



3 115 276
(6)


6 658 926Olli-Pekka Kallasvuo


2010



979 758



676 599



3 267 288



641 551



(*
)



(7)


5 524 061
(8)


11 089 257President and CEO


2009



1 176 000



1 288 144



3 332 940



650 661



(*
)


1 358 429



177 248



7 983 422until September 20, 2010


2008



1 144 800



721 733



2 470 858



548 153



(*
)


469 060



175 164



5 529 768Timo IhamuotilaEVP, Chief Financial


2010



423 524



245 634



1 341 568



166 328



(*
)


31 933



8 893
(9)


2 217 880Officer


2009



396 825



234 286



752 856



135 834



(*
)


15 575



21 195



1 556 5712010



559 637



314 782



1 233 368



142 567



(*
)






71 386
(11)


2 321 740Mary T. McDowell


2009



508 338



349 911



800 873



152 283



(*
)






33 726



1 845 131EVP, Mobile
    Phones(10)


2008



493 798



196 138



620 690



133 463



(*
)






33 462



1 477 551Kai Öistämö


2010



481 067



248 608



1 212 143



166 328



(*
)



(12)


18 365
(13)


2 126 511EVP, Chief Development


2009



460 000



343 225



935 174



166 126



(*
)


9 824



29 778



1 944 127Officer


2008



445 143



200 126



699 952



152 529



(*
)


87 922



29 712



1 615 384Niklas SavanderEVP, Markets


2010



441 943



247 086



1 233 368



142 567



(*
)



(12)


23 634
(14)


2 088 598Richard Simonson EVP,


2010



640 221



372 870



1 508 474



166 328



(*
)






77 920
(15)


2 765 814Mobile Phones until


2009



648 494



453 705



1 449 466



166 126



(*
)






134 966



2 852 757June 30,
    2010(10)


2008



630 263



293 477



699 952



152 529



(*
)






106 632



1 882 853     (1)

    
    The positions set forth in this table are the current positions
    of the named executives. Mr. Elop was appointed President
    and CEO effective September 21, 2010; Mr. Kallasvuo
    served as President and CEO until September 20, 2010;
    Ms. McDowell served as Executive Vice President, Corporate
    Development until June 30, 2010; Mr. Öistämö
    served as Executive Vice President, Devices until June 30,
    2010; Mr. Savander served as Executive Vice President,
    Services until June 30, 2010; also Mr. Simonson served
    as Executive Vice President, Mobile Phones until June 30,
    2010.(2)

    
    Bonus payments are part of Nokias short-term cash
    incentives. The amount consists of the bonus earned and paid or
    payable by Nokia for the respective fiscal year.(3)

    
    Amounts shown represent the grant date fair value of equity
    grants awarded for the respective fiscal year. The fair value of
    stock options equals the estimated fair value on the grant date,
    calculated using the Black-Scholes model. 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 the performance shares is presented on the
    basis of granted number of shares, which is two times the number
    of shares at threshold. The value of the stock awards with
    performance shares valued at maximum (four times the number of
    shares at threshold), for each of the named executive officer,
    is as follows: Mr. Elop EUR 2 718 091; Mr. Kallasvuo
    EUR 4 854 540; Mr. Ihamuotila EUR 1 753 078;
    Ms. McDowell EUR 1 586 091; Mr. Öistämö
    EUR 1 623 653; Mr. Savander EUR 1 586 091; and
    Mr. Simonson EUR 1 919 984.(4)

    
    Mr. Kallasvuos and Mr. Simonsons equity grants
    were forfeited and cancelled following end of employment in
    accordance with plan provisions.(5)

    
    The change in pension value represents the proportionate change
    in the liability related to the individual executives. These
    executives are covered by the Finnish State employees
    pension act (TyEL) that provides for a retirement
    benefit based on years of service and earnings according to the
    prescribed statutory system. The TyEL system is a partly funded
    and a partly pooled pay as you go system. Effective
    March 1, 2008, Nokia transferred its TyEL pension liability
    and assets to an external Finnish insurance company and no
    longer carries the liability on its financial statements. The
    figures shown represent only the change in liability for the
    funded portion. The 144




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##### Table of Contents



method used to derive the actuarial IFRS valuation is based upon
    available salary information at the respective year end.
    Actuarial assumptions including salary increases and inflation
    have been determined to arrive at the valuation at the
    respective year end. Ms. McDowell participates and
    Mr. Simonson participated until October 2, 2010 in
    Nokias U.S Retirement Savings and Investment Plan, as
    described in Actual Executive Compensation for
    2010Pension Arrangements for the Members of the Nokia
    Leadership Team (formerly Group Executive Board) above.
    The Companys contributions to the plan are included under
    All Other Compensation Column and noted hereafter.(6)

    
    All other compensation for Mr. Elop in 2010 includes: EUR 2
    292 702 one time payment as compensation for lost income from
    his prior employer which resulted due to his move to Nokia; EUR
    509 744 one-time payment to reimburse him for fees he was
    obligated to repay his former employer; EUR 312 203 income
    resulting from legal expenses paid by Nokia associated with his
    move to Nokia, including tax assistance; EUR 627 for taxable
    benefit for premiums paid under supplemental medical and
    disability insurance, for driver and for mobile phone.(7)

    
    Mr. Kallasvuos proportionate change in the liability
    related to the individual under the funded part of the Finnish
    TyEL pension was negative (see footnote 5 above). In addition,
    it includes a negative change in the annual pension liability of
    EUR 9 590 000, relating to the cancellation of the early
    retirement benefit at the age of 60 provided under his service
    contract, which has been forfeited upon end of employment. As a
    result of the cancellation of this early retirement benefit,
    Nokia reversed the actuarial liability of EUR 10 154 000.(8)

    
    All other compensation for Mr. Kallasvuo in 2010 includes:
    EUR 4 623 750 as severance payment as describe under his service
    agreement, see Actual Executive Compensation
    for 2010Service Contracts above; EUR 748 000
    as compensation for the fair market value of the 100 000 Nokia
    restricted shares granted to him in 2007, which were to vest on
    October 1, 2010; EUR 130 000 for his services as
    member of the Board or Directors, see Board of
    DirectorsRemuneration of the Board of Directors in
    2010 above; EUR 15 427 for car allowance; EUR 6 088 for
    driver and for mobile phone; EUR 796 for taxable benefit for
    premiums paid under supplemental medical and disability
    insurance.(9)

    
    All other compensation for Mr. Ihamuotila in 2010 includes:
    EUR 7 440 for car allowance; EUR 1 453 taxable benefit
    for premiums paid under supplemental medical and disability
    insurance and for mobile phone.(10)

    
    Salaries, benefits and perquisites for Ms. McDowell and
    Mr. Simonson are paid and denominated in USD. Amounts were
    converted to euro using year-end 2010 USD/EUR exchange rate of
    1.32 and GPB/EUR rate of 0.85. For year 2009 disclosure, amounts
    were converted to euro using year-end 2009 USD/EUR exchange rate
    of 1.43. For year 2008 disclosure, amounts were converted to
    euro using year-end 2008 USD/EUR exchange rate of 1.40.(11)

    
    All other compensation for Ms. McDowell in 2010 includes:
    EUR 45 951 provided under Nokias international assignment
    policy in the U.K; EUR 12 935 for car allowance, EUR 12
    500 company contributions to the 401(k) Plan.(12)

    
    Mr. Öistämös and Mr. Savanders
    proportionate change in the liability related to the individual
    under the funded part of the Finnish TyEL pension was negative
    (see footnote 5 above).(13)

    
    All other compensation for Mr. Öistämö in 2010
    includes: EUR 16 925 for car allowance; EUR 1 440 as
    taxable benefit for premiums paid under supplemental medical and
    disability insurance, for mobile phone and driver benefit.(14)

    
    All other compensation for Mr. Savander in 2010 includes:
    EUR 22 200 for car allowance; EUR 1 434 as taxable benefit for
    premiums paid under supplemental medical and disability
    insurance and for mobile phone.(15)

    
    All other compensation for Mr. Simonson in 2010 includes:
    EUR 55 514 company contributions to the
    Restoration & Deferral plan; EUR 12 500 company
    contributions to the 401(k) plan; EUR 9 906 for car allowance. 145




---



##### Table of Contents



(*)
    
    None of the named executive officers participated in a
    formulated, non-discretionary, incentive plan. Annual incentive
    payments are included under the Bonus column.  Equity Grants in
    2010(1)
  Option Awards


Stock AwardsNumber of








Performance


PerformanceShares


Grant


Grant Date


Shares at


Shares at


Restricted


Grant DateName and Principal




Grant


underlying


Price


Fair
    Value(2)


Threshold


Maximum


Shares


Fair Value
    (3)Position

Year


Date


Options


(EUR)


(EUR)


(Number)


(Number)


(Number)


(EUR)Stephen Elop,
    President and CEO


2010



Nov. 5



500 000



7.59



800 132



75 000



300 000



100 000



1 682 607Olli-Pekka Kallasvuo,
    President and CEO until September 20,
    2010(4)


2010



May 7



270 000



8.86



641 551



135 000



540 000



170 000



3 267 288Timo Ihamuotila, 
    EVP, Chief Financial Officer


2010



May 7



70 000



8.86



166 328



35 000



140 000



120 000



1 341 568Mary T. McDowell, 
    EVP, Mobile Phones


2010



May 7



60 000



8.86



142 567



30 000



120 000



115 000



1 233 368Kai Öistämö, 
    EVP, Chief Development Officer


2010



May 7



70 000



8.86



166 328



35 000



140 000



100 000



1 212 143Niklas Savander, 
    EVP, Markets


2010



May 7



60 000



8.86



142 567



30 000



120 000



115 000



1 233 368Richard Simonson, 
    EVP, Mobile Phones until June 30,
    2010(4)


2010



May 7



70 000



8.86



166 328



35 000



140 000



111 000



1 508 474     (1)

    
    Including all equity awards made during 2010. Awards were made
    under the Nokia Stock Option Plan 2007, the Nokia Performance
    Share Plan 2010 and the Nokia Restricted Share Plan 2010.(2)

    
    The fair value of stock options equals the estimated fair value
    on the grant date, calculated using the Black-Scholes model. The
    stock option exercise price was EUR 8.86 on May 7, 2010 and
    EUR 7.59 on November 5, 2010. NASDAQ OMX Helsinki
    closing market price at grant date on May 7, 2010 was EUR
    8.35 and on November 5, 2010 was EUR 7.65.(3)

    
    The fair value of performance shares and restricted shares
    equals the estimated fair value on the 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.(4)

    
    Mr. Kallasvuos and Mr. Simonsons equity
    grants were forfeited and cancelled following end of employment
    in accordance with the plan rules.    Equity-Based
    Incentive Programs
  General
   146




---



##### Table of Contents



equity-based
    Performance
    Shares
        PerformancePlan

period


Settlement2007(1)


2007-2009



20102008(1)


2008-2010



20112009


2009-2011



20122010


2010-2012



2013     (1)

    
    No Nokia shares were delivered under Nokia Performance Share
    Plans 2007 and 2008 as Nokias performance did not reach
    the threshold level of either performance criteria under both
    plans.     147




---



##### Table of Contents



Stock
    Options
      one-week
      Restricted
    Shares
         148




---



##### Table of Contents



Other Equity
    Plans for Employees
  Nokia-acquired
  2008-2012
      Nokia
    Equity-Based Incentive Program 2011
      Performance
    Shares
  (2011-2013).
  Average Annual Net Sales Growth 2011-2013, and
  Average Annual EPS (diluted, non-IFRS) 2011-2013.
   149




---



##### Table of Contents



long-term
    Stock
    Options
      sub-categories sub-category sub-categories
  sub-category sub-category sub-category
  Restricted
    Shares
   150




---



##### Table of Contents



Maximum Planned
    Grants under the Nokia Equity-Based Incentive Program 2011 in
    Year 2011
    Maximum Number of Shares Available for Grantsunder the Equity Based Compensation ProgramPlan type

in 2011Stock Options


12 millionRestricted Shares


9 millionPerformance Shares at
    Maximum(1)


28 million     (1)

    
    The number of Nokia shares to be delivered at threshold
    performance is a quarter of maximum performance, i.e., a total
    of 7 million Nokia shares.   6C. Board
    Practices  The Board of
    Directors
    and/or
     151




---



##### Table of Contents



one-to-one
  one-year
     152




---



##### Table of Contents



Form 20-F.
      Board meetings


Committee meetingsGeorg Ehrnrooth (until May 6, 2010)


100
%


100
%Lalita Gupte


93
%


100
%Bengt Holmström


93
%


N/AHenning Kagermann


100
%


100
%Olli-Pekka Kallasvuo (until Sep 10, 2010)


100
%(1)


N/APer Karlsson


85
%


100
%Isabel Marey-Semper


85
%


100
%Jorma Ollila


100
%


N/AMarjorie Scardino


100
%


100
%Risto Siilasmaa


100
%


100
%Keijo Suila


100
%


100
%     (1)

    
    Excluding meetings which he was excused by law.       153




---



##### Table of Contents



www.nokia.com. www.nokia.com www.nokia.com.
    Committees of the
    Board of Directors
  The Audit Committee
       154




---



##### Table of Contents



The Personnel Committee
        The Corporate Governance and Nomination Committee
     155




---



##### Table of Contents



6D.
    Employees    2010


2009


2008Devices & Services


58 642



56 462



57 443NAVTEQ(1)


5 020



4 282



3 969Nokia Siemens Networks


65 379



62 129



59 965Corporate Common Functions


314



298



346Nokia Group


129 355



123 171



121 723Finland


20 956



22 823



23 478Other European countries


35 175



37 045



37 714Middle-East & Africa


4 628



4 177



5 032China


18 923



15 026



14 099Asia-Pacific


26 976



22 748



20 359North America


8 128



8 236



8 427Latin America


14 569



13 116



12 614Nokia Group


129 355



123 171



121 723     (1)

    
    Nokia completed the acquisition of NAVTEQ Corporation on
    July 10, 2008. Accordingly, the average number of NAVTEQ
    personnel in 2008 is for the period from July 10, 2008 to
    December 31, 2008.   6E. Share
    Ownership  General
     156




---



##### Table of Contents



Share Ownership
    of the Board of Directors
      Name(1)

Shares(2)


ADSs(2)Jorma
    Ollila(3)


761 680



Marjorie Scardino






33 208Lalita D. Gupte






17 910Bengt Holmström


33 235



Henning Kagermann


16 629



Per
    Karlsson(4)


39 367



Isabel Marey-Semper


11 861



Risto Siilasmaa


55 589



Keijo Suila


19 632



     (1)

    
    Georg Ehrnrooth did not stand for re-election in the Annual
    General Meeting held on May 6, 2010 and he held 327
    531 shares at that time, including both shares held
    personally and shares held through a company. Olli-Pekka
    Kallasvuo left the Board of Directors on September 10, 2010
    and he held 389 672 shares at that time.(2)

    
    The number of shares or ADSs includes not only shares or ADSs
    received as director compensation, but also shares or ADSs
    acquired by any other means. Stock options or other equity
    awards that are deemed as being beneficially owned under the
    applicable SEC rules are not included.(3)

    
    For Jorma Ollila, this table includes his share ownership only.
    Mr. Ollila was entitled to retain all vested and unvested
    stock options, performance shares and restricted shares granted
    to him in respect of his service as the CEO of Nokia prior to
    June 1, 2006 as approved by the Board of Directors.
    Therefore, in addition to the above-presented share ownership,
    Mr. Ollila held, as at December 31, 2010, a total of
    400 000 stock options. The information relating to stock options
    held by Mr. Ollila as at December 31, 2010 is
    presented in the table below.  Total Intrinsic Value ofExercise








Stock Options,Price per








December 30, 2010Stock Option





Share


Number of Stock Options


(EUR)Category


Expiration Date


(EUR)


Exercisable


Unexercisable


Exercisable


Unexercisable2005 2Q



December 31, 2010



12.79



0



0



0



02006 2Q



December 31, 2011



18.02



400 000



0



0



0  157




---



##### Table of Contents



The number of stock options in the above table equals the number
    of underlying shares represented by the option entitlement. The
    intrinsic value of the stock options in the above table is based
    on the difference between the exercise price of the options and
    the closing market price of Nokia shares on NASDAQ OMX Helsinki
    as at December 30, 2010 of EUR 7.74.(4)

    
    Per Karlssons holdings include both shares held personally
    and shares held through a company.  Share Ownership
    of the Group Executive Board
    Shares


SharesReceivable


Receivable


SharesShares


Through


Through


ReceivableReceivable


Performance


Performance


ThroughThrough Stock


Shares at


Shares at


RestrictedShares


Options


Threshold(4)


Maximum(5)


SharesNumber of equity instruments held by Group Executive
    Board(1)


524 202



1 943 975



443 500



1 774 000



1 174 000% of the outstanding
    shares(2)


0.014



0.052



0.012



0.048



0.032% of the total outstanding equity incentives (per
    instrument)(3)






8.94



7.75



7.75



9.50     (1)

    
    Includes nine Group Executive Board members at year end. Figures
    do not include those former Group Executive Board members who
    left during 2010.(2)

    
    The percentage is calculated in relation to the outstanding
    number of shares and total voting rights of the company,
    excluding shares held by Nokia Group.(3)

    
    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, under the global equity plans.(4)

    
    No Nokia shares were delivered under Nokia Performance Share
    Plan 2008 which vested in 2010 as Nokias performance did
    not reach the threshold level of either performance criteria.
    Therefore the shares deliverable at threshold equals zero for
    the Performance Share Plan 2008.(5)

    
    No Nokia shares were delivered under Nokia Performance Share
    Plan 2008 which vested in 2010 as Nokias performance did
    not reach the threshold level of either performance criteria.
    Therefore the shares deliverable at maximum equals zero for
    Nokia Performance Share Plan 2008. At maximum performance under
    the Performance Share Plan 2009 and 2010, the number of shares
    deliverable equals four times the number of performance shares
    at threshold.    Name

Shares(1)


ADSs(1)Stephen Elop






Esko Aho






Timo Ihamuotila


56 213



Mary T. McDowell


169 219



5 000Tero Ojanperä


66 872



Niklas Savander


83 465



Alberto Torres


42 832



Juha Äkräs


15 976



Kai Öistämö


84 625



  158




---



##### Table of Contents



(1)

    
    Stock options or other equity awards that are deemed as being
    beneficially owned under applicable SEC rules are not included.    Stock Option
    Ownership of the Group Executive Board
    Exercise








Total Intrinsic Value ofPrice








Stock Options,per








December 31, 2010Stock Option


Expiration


Share


Number of Stock
    Options(1)


(EUR)(2)Name

Category


Date


(EUR)


Exercisable


Unexercisable


Exercisable(3)


UnexercisableStephen Elop


2010 4Q



December 31, 2015



7.59



0



500 000



0



75 000Esko Aho


2009 2Q



December 31, 2014



11.18



10 937



24 063



0



02010 2Q



December 31, 2015



8.86



0



30 000



0



0Timo Ihamuotila


2005 2Q



December 31, 2010



12.79



0



0



0



02006 2Q



December 31, 2011



18.02



9 900



0



0



02007 2Q



December 31, 2012



18.39



26 000



6 000



0



02008 2Q



December 31, 2013



19.16



11 250



8 750



0



02009 2Q



December 31, 2014



11.18



10 937



24 063



0



02009 4Q



December 31, 2014



8.76



0



20 000



0



02010 2Q



December 31, 2015



8.86



0



70 000



0



0Mary T. McDowell


2005 2Q



December 31, 2010



12.79



0



0



0



02006 2Q



December 31, 2011



18.02



100 000



0



0



02007 2Q



December 31, 2012



18.39



44 683



10 317



0



02008 2Q



December 31, 2013



19.16



15 750



12 250



0



02009 2Q



December 31, 2014



11.18



17 187



37 813



0



02010 2Q



December 31, 2015



8.86



0



60 000



0



0Tero Ojanperä


2005 2Q



December 31, 2010



12.79



0



0



0



02006 2Q



December 31, 2011



18.02



60 000



0



0



02007 2Q



December 31, 2012



18.39



26 000



6 000



0



02008 2Q



December 31, 2013



19.16



11 250



8 750



0



02009 2Q



December 31, 2014



11.18



10 937



24 063



0



02010 2Q



December 31, 2015



8.86



0



40 000



0



0Niklas Savander


2005 2Q



December 31, 2010



12.79



0



0



0



02006 2Q



December 31, 2011



18.02



45 000



0



0



02007 2Q



December 31, 2012



18.39



26 000



6 000



0



02008 2Q



December 31, 2013



19.16



15 750



12 250



0



02009 2Q



December 31, 2014



11.18



17 187



37 813



0



02010 2Q



December 31, 2015



8.86



0



60 000



0



0Alberto
    Torres(4)


2005 2Q



December 31, 2010



12.79



0



0



0



02006 2Q



December 31, 2011



18.02



7 200



0



0



02007 2Q



December 31, 2012



18.39



14 625



3 375



0



02008 2Q



December 31, 2013



19.16



5 625



4 375



0



02009 2Q



December 31, 2014



11.18



6 250



13 750



0



02010 2Q



December 31, 2015



8.86



0



40 000



0



0Juha Äkräs


2005 2Q



December 31, 2010



12.79



0



0



0



02006 2Q



December 31, 2011



18.02



6 875



0



0



02007 2Q



December 31, 2012



18.39



8 125



1 875



0



02008 2Q



December 31, 2013



19.16



3 375



2 625



0



02009 2Q



December 31, 2014



11.18



3 750



8 250



0



02010 2Q



December 31, 2015



8.86



0



40 000



0



0Kai Öistämö


2005 2Q



December 31, 2010



12.79



0



0



0



02005 4Q



December 31, 2010



14.48



0



0



0



02006 2Q



December 31, 2011



18.02



100 000



0



0



02007 2Q



December 31, 2012



18.39



44 683



10 317



0



02008 2Q



December 31, 2013



19.16



18 000



14 000



0



0 159




---



##### Table of Contents



Exercise








Total Intrinsic Value ofPrice








Stock Options,per








December 31, 2010Stock Option


Expiration


Share


Number of Stock
    Options(1)


(EUR)(2)Name

Category


Date


(EUR)


Exercisable


Unexercisable


Exercisable(3)


Unexercisable2009 2Q



December 31, 2014



11.18



18 750



41 250



0



02010 2Q



December 31, 2015



8.86



0



70 000



0



0Stock options held by the members of the Group Executive Board
    as at December 31, 2010.Total(5)














696 026



1 247 949



0



75 000All outstanding stock option plans (global plans), Total














11 712 432



10 031 167



0



147 096     (1)

    
    Number of stock options equals the number of underlying shares
    represented by the option entitlement. Stock options vest over
    four years: 25% after one year and 6.25% each quarter thereafter.(2)

    
    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 NASDAQ OMX Helsinki as
    at December 30, 2010 of EUR 7.74.(3)

    
    For gains realized upon exercise of stock options for the
    members of the Group Executive Board, see the table in
     Stock Option Exercises and Settlement of
    Shares below.(4)

    
    Mr. Torress termination date under the employment
    agreement is March 31, 2011. His equity will forfeit
    following termination of employment in accordance with the plan
    rules.(5)

    
    During 2010, the following executives stepped down from the
    Group Executive Board: Olli-Pekka Kallasvuo, Richard Simonson,
    Anssi Vanjoki and Hallstein Moerk. The information related to
    stock options held for each former executive is as of the date
    of resignation from the Group Executive Board and is presented
    in the table below.  Exercise








Total Intrinsic Value ofPrice








Stock Options,Stock Option


Expiration


Share


Number of Stock
    Options(1)


(EUR)(9)Name

Category


Date


(EUR)


Exercisable


Unexercisable


Exercisable(3)


UnexercisableOlli-Pekka
    Kallasvuo(6)

    as per September 20, 2010


2005 2Q



December 31, 2010



12.79



0



0



0



02005 4Q



December 31, 2010



14.48



0



0



0



02006 2Q



December 31, 2011



18.02



300 000



0



0



02007 2Q



December 31, 2012



18.39



120 000



40 000



0



02008 2Q



December 31, 2013



19.16



57 498



57 502



0



02009 2Q



December 31, 2014



11.18



58 750



176 250



0



02010 2Q



December 31, 2015



8.86



0



270 000



0



0Richard
    Simonson(6)

    as per 
    June 30, 2010


2005 2Q



December 31, 2010



12.79



0



0



0



02006 2Q



December 31, 2011



18.02



93 750



6 250



0



02007 2Q



December 31, 2012



18.39



37 809



17 191



0



02008 2Q



December 31, 2013



19.16



14 000



18 000



0



02009 2Q



December 31, 2014



11.18



0



60 000



0



02010 2Q



December 31, 2015



8.86



0



70 000



0



0Anssi
    Vanjoki(7)as

    per
    October 12, 2010


2005 2Q



December 31, 2010



12.79



0



0



0



02006 2Q



December 31, 2011



18.02



68 750



0



0



02007 2Q



December 31, 2012



18.39



44 683



10 317



0



02008 2Q



December 31, 2013



19.16



18 000



14 000



0



02009 2Q



December 31, 2014



11.18



18 750



41 250



0



02010 2Q



December 31, 2015



8.86



0



70 000



0



0Hallstein
    Moerk(8)

    as per
    March 31, 2010


2005 2Q



December 31, 2010



12.79



0



0



0



02006 2Q



December 31, 2011



18.02



52 500



7 500



0



02007 2Q



December 31, 2012



18.39



20 000



12 000



0



02008 2Q



December 31, 2013



19.16



7 500



12 500



0



02009 2Q



December 31, 2014



11.18



0



35 000



0



12 250   (6)

    
    Mr. Kallasvuos and Mr. Simonsons stock
    option grants were forfeited following termination of employment
    in accordance with the plan rules.(7)

    
    Mr. Vanjokis termination date under the employment
    agreement is March 11, 2011. His equity will forfeit
    following termination of employment in accordance with the plan
    rules.(8)

    
    Mr. Moerk retained his vested and unvested stock option
    grants upon retirement, in accordance with the plan provisions.(9)

    
    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 NASDAQ OMX Helsinki as
    at March 31, 2010 of EUR 11.53 in respect of
    Mr. Moerk, as at June 30, 2010 of EUR 6.71 in respect
    of 160




---



##### Table of Contents



Mr. Simonson, as at September 20, 2010 of EUR 7.87 in
    respect of Mr. Kallasvuo and as at October 12, 2010 of
    EUR 7.86 in respect of Mr. Vanjoki.  Performance
    Shares and Restricted Shares
    Performance Shares


Restricted SharesNumber of


Number ofPerformance


Performance


Intrinsic Value





Number of


Intrinsic ValueShares at


Shares at


December 31,


Plan


Restricted


December 31,Name

Plan
    Name(1)


Threshold(2)


Maximum(3)


2010(4)

    (EUR)


Name(5)


Shares


2010(6)

    (EUR)Stephen Elop


2010



75 000



300 000



1 161 000



2010



100 000



774 000Esko Aho


2008















2008



7 000



54 1802009



17 500



70 000



102 224



2009



25 000



193 5002010



15 000



60 000



232 200



2010



58 000



448 920Timo Ihamuotila


2008



0



0



0



2008



14 000



108 3602009



27 500



110 000



160 638



2009



35 000



270 9002010



35 000



140 000



541 800



2010



120 000



928 800Mary T. McDowell


2008



0



0



0



2008



20 000



154 8002009



27 500



110 000



160 638



2009



38 000



294 1202010



30 000



120 000



464 400



2010



115 000



890 100Tero Ojanperä


2008



0



0



0



2008



14 000



108 3602009



17 500



70 000



102 224



2009



25 000



193 5002010



20 000



80 000



309 600



2010



85 000



657 900Niklas Savander


2008



0



0



0



2008



20 000



154 8002009



27 500



110 000



160 638



2009



38 000



294 1202010



30 000



120 000



464 400



2010



115 000



890 100Alberto
    Torres(7)


2008



0



0



0



2007



13 000



100 6202009



10 000



40 000



58 414



2008



10 000



77 4002010



20 000



80 000



309 600



2009



25 000



193 5002010



30 000



232 200Juha Äkräs


2008



0



0



0



2007



4 000



30 9602009



6 000



24 000



35 048



2008



8 000



61 9202010



20 000



80 000



309 600



2009



15 000



116 1002010



85 000



657 900Kai Öistämö


2008



0



0



0



2008



22 000



170 2802009



30 000



120 000



175 241



2009



50 000



387 0002010



35 000



140 000



541 800



2010



100 000



774 000Performance shares and restricted shares held by the Group
    Executive Board,
    Total(8)






443 500



1 774 000



5 289 465







1 191 000



9 218 340All outstanding performance shares and restricted shares (global
    plans), Total






5 720
    123(13
)


22 880
    492(14
)


64 755 163







12 359 896



95 665 595     (1)

    
    The performance period for the 2008 plan is
    2008-2010,
    for the 2009 plan
    2009-2011
    and for the 2010 plan
    2010-2012,
    respectively.(2)

    
    The threshold number will vest as Nokia shares should the
    pre-determined threshold performance levels be met of both
    performance criteria. No Nokia shares were delivered under the
    Performance Share Plan 2008 which would have vested in 2010 as
    Nokias performance did not reach the threshold level of
    either performance criteria. Therefore the shares deliverable at
    threshold equals zero for the Performance Share Plan 2008.(3)

    
    The maximum number will vest as Nokia shares should the
    pre-determined maximum performance levels be met of both
    performance criteria. The maximum number of performance shares
    equals four times the number at threshold. No Nokia shares were
    delivered under the 161




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##### Table of Contents



Performance Share Plan 2008 as Nokias performance did not
    reach the threshold level of either performance criteria.
    Therefore the shares deliverable at maximum equals zero for the
    Performance Share Plan 2008.(4)

    
    For Performance Share Plans 2009 and 2010 the value of
    performance shares is presented on the basis of Nokias
    estimation of the number of shares expected to vest. The
    intrinsic value for the Performance Share Plans 2009 and 2010 is
    based on the closing market price of a Nokia share on NASDAQ OMX
    Helsinki as at December 30, 2010 of EUR 7.74. For the
    Performance Share Plan 2008 no Nokia shares were delivered as
    Nokias performance did not reach the threshold level of
    either performance criteria.(5)

    
    Under the Restricted Share Plans 2007, 2008, 2009 and 2010,
    awards have been granted quarterly. For the major part of the
    awards made under these plans, the restriction period will end
    for the 2007 plan, on January 1, 2011; for the 2008 plan,
    on January 1, 2012; for the 2009 plan, on January 1,
    2013; and for the 2010 plan, on January 1, 2014.(6)

    
    The intrinsic value is based on the closing market price of a
    Nokia share on NASDAQ OMX Helsinki as at December 30, 2010
    of EUR 7.74.(7)

    
    Mr. Torress termination date under the employment
    agreement is March 31, 2011. His equity will forfeit
    following termination of employment in accordance with the plan
    rules.(8)

    
    During 2010, the following executives stepped down from the
    Group Executive Board: Olli-Pekka Kallasvuo, Richard Simonson,
    Hallstein Moerk and Anssi Vanjoki. The information related to
    performance shares and restricted shares held by each of the
    former executives is as of the date of resignation from the
    Group Executive Board and is presented in the table below.  Performance Shares


Restricted SharesNumber of


Number ofPerformance


Performance


Intrinsic





Number of


IntrinsicPlan


Shares at


Shares at


Value


Plan


Restricted


ValueName

Name(1)


Threshold(13)


Maximum(14)


(EUR)(12)


Name(5)


Shares


(EUR)(12)Olli-Pekka
    Kallasvuo(9)

    as per September 20, 2010


2008



0



0



0



2007



100 000



787 0002009



117 500



470 000



697 890



2008



75 000



590 2502010



135 000



540 000



2 124 900



2009



150 000



1 180 5002010



170 000



1 337 900Richard
    Simonson(9)

    as per June 30, 2010


2008



0



0



0



2007



35 000



234 8502009



30 000



120 000



151 921



2008



22 000



147 6202010



35 000



140 000



469 700



2009



107 000



717 9702010



111 000



744 810Anssi
    Vanjoki(10)

    as per October 12, 2010


2008



0



0



0



2007



35 000



275 1002009



30 000



120 000



177 958



2008



22 000



172 9202010



35 000



140 000



550 200



2009



40 000



314 4002010



45 000



353 700Hallstein
    Moerk(11)

    as per March 31, 2010


2008



0



0



0



2007



25 000



288 2502009



17 500



70 000



152 280



2008



14 000



161 4202009



25 000



288 250   (9)

    
    Mr. Kallasvuos and Mr. Simonsons
    performance and restricted share grants were forfeited following
    termination of employment in accordance with the plan rules.(10)

    
    Mr. Vanjokis termination date under the employment
    agreement is March 11, 2011. His equity will forfeit
    following termination of employment in accordance with the plan
    rules.(11)

    
    Mr. Moerk retained his performance and restricted share
    grants upon retirement, in accordance with the equity plan
    provisions.(12)

    
    The intrinsic value is based on the closing market price of a
    Nokia share on NASDAQ OMX Helsinki as at March 31, 2010 of
    EUR 11.53 in respect of Mr. Moerk, as at June 30, 2010
    of EUR 6.71 in respect of Mr. Simonson, as at
    September 20, 2010 of EUR 7.87 in respect of
    Mr. Kallasvuo and as at October 12, 2010 of EUR 7.86
    in respect of Mr. Vanjoki. 162




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(13)

    
    The threshold number will vest as Nokia shares should the
    pre-determined threshold performance levels to be met for both
    performance criteria. No Nokia shares were delivered under the
    Performance Share Plan 2008 as Nokias performance did not
    reach the threshold level of either performance criteria.
    Therefore the aggregate number does not include any shares for
    Performance Share Plan 2008.(14)

    
    The maximum number will vest as Nokia shares should the
    pre-determined maximum performance levels be met. The maximum
    number of performance shares equals four times the number at
    threshold. No Nokia shares were delivered under the Performance
    Share Plan 2008 as Nokias performance did not reach the
    threshold level of either performance criteria. Therefore the
    aggregate number does not include any shares for Performance
    Share Plan 2008.  Stock Option
    Exercises and Settlement of Shares
    Stock OptionsAwards(1)


Performance Shares
    Awards(2)


Restricted Shares
    Awards(3)Number of


Value


Number of


Value


Number of


ValueShares


Realized on


Shares


Realized


Shares


Realized onAcquired on


Exercise


Delivered on


on


Delivered on


VestingName(4)

Exercise


(EUR)


Vesting


Vesting (EUR)


Vesting


(EUR)Stephen Elop


0



0.00



0



0.00



0



0Esko Aho


0



0.00



0



0.00



0



0Timo Ihamuotila


0



0.00



0



0.00



25 000



196 500Mary T. McDowell


0



0.00



0



0.00



35 000



275 100Tero Ojanperä


0



0.00



0



0.00



25 000



196 500Niklas Savander


0



0.00



0



0.00



25 000



196 500Alberto Torres


0



0.00



0



0.00



0



0Juha Äkräs


0



0.00



0



0.00



0



0Kai Öistämö


0



0.00



0



0.00



35 000



275 100     (1)

    
    Value realized on exercise is based on the difference between
    the Nokia share price and exercise price of options.(2)

    
    No Nokia shares were delivered under the Performance Share Plan
    2007 during 2010 as Nokias performance did not reach the
    threshold level of either performance criteria.(3)

    
    Delivery of Nokia shares vested from the Restricted Share Plan
    2007. Value is based on the closing market price of the Nokia
    share on NASDAQ OMX Helsinki on October 27, 2010 of EUR
    7.86.(4)

    
    During 2010, the following executives stepped down from the
    Group Executive Board: Olli-Pekka Kallasvuo, Richard Simonson,
    Hallstein Moerk and Anssi Vanjoki. The information regarding
    stock option exercises and settlement of shares regarding each
    of the former executives is as of the date of resignation from
    the Group Executive Board and is represented in the table below.  Stock OptionsAwards(1)


Performance Shares
    Awards(2)


Restricted Shares
    Awards(3)Number of


Value


Number of


Value


Number of


ValueShares


Realized on


Shares


Realized


Shares


Realized onAcquired on


Exercise


Delivered on


on


Delivered on


VestingName

Year


Exercise


(EUR)


Vesting


Vesting (EUR)


Vesting


(EUR)Olli-Pekka Kallasvuo as per
    September 20, 2010


2010



0



0.00



0



0.00



0



0.00Richard Simonson as per
    June 30, 2010


2010



0



0.00



0



0.00



0



0.00Anssi Vanjoki as per
    October 12, 2010


2010



0



0.00



0



0.00



35 000



275 100Hallstein Moerk as per
    March 31, 2010


2010



0



0.00



0



0.00



0



0.00  163




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##### Table of Contents



Stock Ownership
    Guidelines for Executive Management
    Insider Trading
    in Securities
    ITEM 7.
    MAJOR
    SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 7A. Major
    Shareholders       7B. Related Party
    Transactions     164




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7C. Interests of
    Experts and Counsel    ITEM 8.
    FINANCIAL
    INFORMATION 8A. Consolidated
    Statements and Other Financial Information  8A1.
  8A2.
  8A3. page F-1
  8A4.
  8A5.
  8A6.
  8A7.
    Litigation
  Intellectual
    Property Rights Litigation
  InterDigital
  paid-up,
       165




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IPCom
    and/or
      Apple
       166




---



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Product
    Related Litigation
   167




---



##### Table of Contents



and/or
    Antitrust
    Litigation
  and/or
  and/or
 168




---



##### Table of Contents



Agreement
    Related Litigation
    Securities
    Litigation
       169




---



##### Table of Contents



8A8. Dividend
    Policy
   8B. Significant
    Changes    ITEM 9.
    THE
    OFFER AND LISTING 9A. Offer and
    Listing Details   170




---



##### Table of Contents



NASDAQ


New YorkOMX


StockHelsinki


ExchangePrice per share


Price per ADSHigh


Low


High


Low(EUR)


(USD)2006


18.65



14.61



23.10



17.722007


28.60



14.63



41.10



19.082008


25.78



9.95



38.25



12.352009First Quarter


12.25



6.67



16.38



8.47Second Quarter


11.88



8.57



16.58



11.46Third Quarter


11.25



8.45



16.00



12.10Fourth Quarter


10.68



8.41



15.60



12.14Full Year


12.25



6.67



16.58



8.472010First Quarter


11.71



8.79



15.65



12.52Second Quarter


11.82



6.61



15.89



8.00Third Quarter


8.28



6.59



10.29



8.21Fourth Quarter


8.42



7.01



11.62



9.08Full Year


11.82



6.59



15.89



8.00Most recent six monthsSeptember 2010


8.28



6.75



10.29



8.76October 2010


8.42



7.31



11.62



9.98November 2010


7.90



7.01



10.88



9.08December 2010


7.97



7.17



10.39



9.49January 2011


8.33



7.12



11.02



10.20February 2011


8.49



6.14



11.75



8.44  9B. Plan of
    Distribution   9C.
    Markets   9D. Selling
    Shareholders   9E.
    Dilution   171




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##### Table of Contents



9F. Expenses of
    the Issue    ITEM 10.
    ADDITIONAL
    INFORMATION 10A. Share
    Capital   10B. Memorandum
    and Articles of Association  Registration
  0112038-9.
  Directors
    Voting Powers
    Share Rights,
    Preferences and Restrictions
       172




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Disclosure of
    Shareholder Ownership
    Purchase
    Obligation
    3/10
 173




---



##### Table of Contents



Pre-Emptive
    Rights
     10C. Material
    Contracts   10D. Exchange
    Controls   10E.
    Taxation  General
     174




---



##### Table of Contents



US and Finnish
    Taxation of Cash Dividends
     175




---



##### Table of Contents



dollar-for-dollar
  Forms 1099-DIV
      Finnish
    Withholding Taxes on Nominee Registered Shares
   176




---



##### Table of Contents



US and Finnish
    Tax on Sale or Other Disposition
        Finnish Capital
    Taxes
    Finnish Transfer
    Tax
   177




---



##### Table of Contents



Finnish
    Inheritance and Gift Taxes
    Non-Residents of
    the United States
    US Information
    Reporting and Backup Withholding
  Form W-9 Form W-8BEN)
 10F. Dividends
    and Paying Agents   10G. Statement by
    Experts   10H. Documents on
    Display   10I. Subsidiary
    Information    ITEM 11.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK   178




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##### Table of Contents



ITEM 12.
    DESCRIPTION
    OF SECURITIES OTHER THAN EQUITY SECURITIES  12D. American
    Depositary Shares
 12D.3 Depositary
    Fees and Charges    Service

Fees (USD)Issuance of ADSs

Up to 5 cents per
    ADS(1)Cancellation of ADSs

Up to 5 cents per
    ADS(1)Distribution of cash dividends or other cash distributions

Up to 2 cents per
    ADS(2)Distribution of ADSs pursuant to (i) stock dividends, free
    stock distributions or (ii) exercises of rights to purchase
    additional ADSs

Up to 5 cents per
    ADS(2)Distribution of securities other than ADSs or rights to purchase
    additional ADSs

Up to 5 cents per
    ADS(1)ADR transfer fee

USD 1.50 per
    transfer(1)     (1)

    
    These fees are typically paid to the Depositary by the brokers
    on behalf of their clients receiving the newly-issued ADSs from
    the Depositary and by the brokers on behalf of their clients
    delivering the ADSs to the Depositary for cancellation. The
    brokers in turn charge these transaction fees to their clients.(2)

    
    In practice, the Depositary has not collected these fees. If
    collected, such fees are offset against the related distribution
    made to the ADR holder.      12D.4 Depositary
    Payments for 2010
    Category

Payment (USD)New York Stock Exchange listing fees


500 000Settlement infrastructure fees (including the Depositary
    Trust Company fees)


50 226Proxy process expenses (including printing, postage and
    distribution)


904 787ADS holder identification expenses


90 524Total


1 545 537    179




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##### Table of Contents



PART II  ITEM 13.
    DEFAULTS,
    DIVIDEND ARREARAGES AND DELINQUENCIES    ITEM 14.
    MATERIAL
    MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
    PROCEEDS    ITEM 15.
    CONTROLS
    AND PROCEDURES  Disclosure Controls and Procedures. Rule 13a-15(e))
  Managements Annual Report on Internal Control
    Over Financial Reporting.
      Attestation Report of the Registered Public
    Accounting Firm. page F-1.
  Changes in Internal Control Over Financial
    Reporting.
  ITEM 16A.
    AUDIT
    COMMITTEE FINANCIAL EXPERT  Form 20-F.
 180




---



##### Table of Contents



ITEM 16B.
    CODE
    OF ETHICS  www.nokia.com/board
  ITEM 16C.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES  Auditor Fees and
    Services
      2010


2009Nokia Siemens








Nokia SiemensNokia


Networks


Total


Nokia


Networks


Total(EUR millions)Audit
    Fees(1)


6.8



9.6



16.4



6.2



9.8



16.0Audit-Related
    Fees(2)


1.3



1.2



2.5



1.2



1.6



2.8Tax
    Fees(3)


4.4



1.2



5.6



3.6



2.0



5.6All Other
    Fees(4)


0.1







0.1



0.3







0.3Total


12.6



12.0



24.6



11.3



13.4



24.7     (1)

    
    Audit Fees consist of fees billed for the annual audit of the
    companys consolidated financial statements and the
    statutory financial statements of the companys
    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 in connection with statutory and
    regulatory filings and the review of documents filed with the
    SEC and other capital markets or local financial reporting
    regulatory bodies.(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 companys financial
    statements or that are traditionally performed by the
    independent auditor, and include consultations concerning
    financial accounting and reporting standards; SAS 70 audit of
    internal controls; advice on tax accounting matters; advice and
    assistance in connection with local statutory accounting
    requirements; due diligence related to acquisitions; financial
    due diligence in connection with provision of funding to
    customers, reports in relation to covenants in loan agreements;
    employee benefit plan audits and reviews; and audit procedures
    in connection with investigations and compliance programs.(3)

    
    Tax fees include fees billed for (i) corporate and indirect
    compliance including preparation and/or review of tax returns,
    preparation, review and/or filing of various certificates and
    forms and consultation regarding tax returns and assistance with
    revenue authority queries; (ii) transfer pricing advice and
    assistance with tax clearances; (iii) customs duties
    reviews and advise; (iv) consultations and tax audits
    (assistance with technical tax queries and tax audits and
    appeals and advise on mergers, acquisitions and restructurings);
    (v) personal compliance (preparation of individual tax
    returns and registrations for employees (non-executives),
    assistance with applying visa, residency, work permits and tax
    status for expatriates); and (vi) consultation and planning 181




---



##### Table of Contents



(advice on stock based remuneration, local employer tax laws,
    social security laws, employment laws and compensation programs,
    tax implications on short-term international transfers).(4)

    
    All Other Fees include fees billed for company establishment,
    forensic accounting, data security, investigations and reviews
    of licensing arrangements with customers and occasional training
    or reference materials and services.  Audit Committee
    Pre-approval Policies and Procedures
    case-by-case pre-approval pre-approved.
    ITEM 16D.
    EXEMPTIONS
    FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES    ITEM 16E.
    PURCHASES
    OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED
    PURCHASERS    ITEM 16F.
    CHANGE
    IN REGISTRANTS CERTIFYING ACCOUNTANT    ITEM 16G.
    CORPORATE
    GOVERNANCE   182




---



##### 



www.cgfinland.fi
   PART III  ITEM 17.
    FINANCIAL
    STATEMENTS    ITEM 18.
    FINANCIAL
    STATEMENTS     
 Consolidated Financial Statements Report of Independent
    Registered Public Accounting Firm


F-1Consolidated Income Statements


F-2Consolidated Statements of Comprehensive Income


F-3Consolidated Statements of Financial Position


F-4Consolidated Statements of Cash Flows


F-5Consolidated Statements of Changes in Shareholders Equity


F-7Notes to the Consolidated Financial Statements


F-9    ITEM 19.
    EXHIBITS  1


Articles of Association of Nokia Corporation.6


See Note 28 to our consolidated financial statements
    included in Item 18 of this annual report for information
    on how earnings per share information was calculated.8


List of significant subsidiaries.12
.1

Certification of Stephen Elop, Chief Executive Officer of Nokia
    Corporation, pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002.12
.2

Certification of Timo Ihamuotila, 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.  183




---



##### Table of Contents



GLOSSARY OF
    TERMS  2G (second generation mobile
    communications):
  3G (third generation mobile
    communications):
  3GPP (Third Generation Partnership Project) and 3GPP2
    (Third Generation Partnership Project
    2):
  Access network:
  ADSL (asymmetric digital subscriber
    line):
  Bandwidth:
  Base station:
  Base station controller: set-up
  Bluetooth:
  Broadband:
  CDMA (Code Division Multiple
    Access):
  Cellular network:
  Convergence:
  Core network:
  Digital:
  Ecosystem:
  EDGE (Enhanced Data Rates for Global
    Evolution):
 184




---



##### Table of Contents



Engine:
  Ethernet:
  ETSI (European Telecommunications Standards
    Institute):
  Feature phone:
  GPRS (General Packet Radio Services):
  GPS (Global Positioning
    System):
  GSM (Global System for Mobile
    Communications):
  HSPA (High-Speed Packet Access):
  I-HSPA (Internet-HSPA):
  IMS (IP Multimedia Subsystem):
  IP (Internet Protocol):
  IPR (Intellectual Property
    Right):
  IPTV (Internet Protocol
    television):
  Java:
  LTE (Long-Term Evolution):
  Maemo: MeeGo
  MeeGo:
 185




---



##### Table of Contents



Mobile device:
  Mobile phone:
  Mobile products:
  Multiradio:
  NGOA (Next Generation Optical
    Access):
  OFDM (Orthogonal
    Frequency-Division Multiplexing): sub-signals
  Open source:
  Operating system (OS):
  Ovi:
  Packet:
  Platform:
  Series 30:
  Series 40:
  Smartphone: Mobile phone
  Symbian:
  TD-LTE (time division long term
    evolution):
  TD-SCDMA (time division synchronous code division multiple
    access):
  Transmission:
  VDSL (very high bit rate digital subscriber
    line):
 186




---



##### Table of Contents



VoIP (Voice over Internet
    Protocol):
  WCDMA (Wideband Code Division Multiple
    Access):
  Windows Phone:
  WiMAX (Worldwide Interoperability for Microwave
    Access):
  WLAN (wireless local area network):
 187




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
    Internal Control  Integrated
    Framework
      PricewaterhouseCoopers
    Oy
     F-1




---



##### Table of Contents



Nokia Corporation
    and Subsidiaries
  Consolidated Income Statements
  Financial Year Ended December 31Notes

2010


2009


2008EURm


EURm


EURmNet sales




42 446



40 984



50 710Cost of sales




(29 629
)


(27 720
)


(33 337
)Gross profit




12 817



13 264



17 373Research and development expenses




(5 863
)


(5 909
)


(5 968
)Selling and marketing expenses




(3 877
)


(3 933
)


(4 380
)Administrative and general expenses




(1 115
)


(1 145
)


(1 284
)Impairment of goodwill

8






(908
)


Other income

7


476



338



420Other expenses

7,8


(368
)


(510
)


(1 195
)Operating profit

2-10,24


2 070



1 197



4 966Share of results of associated companies

15,31


1



30



6Financial income and expenses

8,11


(285
)


(265
)


(2
)Profit before tax




1 786



962



4 970Tax

12


(443
)


(702
)


(1 081
)Profit




1 343



260



3 889Profit attributable to equity holders of the parent




1 850



891



3 988Loss attributable to non-controlling interests




(507
)


(631
)


(99
)1 343



260



3 8892010


2009


2008Earnings per share

28


EUR



EUR



EUR(for profit attributable to the equity holders of the parent)Basic




0.50



0.24



1.07Diluted




0.50



0.24



1.052010


2009


2008Average number of shares (000s shares)

28Basic




3 708 816



3 705 116



3 743 622Diluted




3 713 250



3 721 072



3 780 363    F-2




---



##### Table of Contents



Nokia Corporation
    and Subsidiaries
  Consolidated Statements of Comprehensive
    Income
  Financial Year Ended December 31Notes

2010


2009


2008EURm


EURm


EURmProfit




1 343



260



3 889Other comprehensive incomeTranslation differences

22


1 302



(563
)


595Net investment hedge gains (losses)

22


(389
)


114



(123
)Cash flow hedges

21


(141
)


25



(40
)Available-for-sale
    investments

21


9



48



(15
)Other increase (decrease), net




45



(7
)


28Income tax related to components of other comprehensive income

21,22


126



(44
)


58Other comprehensive income (expense), net of tax




952



(427
)


503Total comprehensive income (expense)




2 295



(167
)


4 392Total comprehensive income (expense) attributable toequity holders of the parent




2 776



429



4 577non-controlling interests




(481
)


(596
)


(185
)2 295



(167
)


4 392    F-3




---



##### Table of Contents



Nokia Corporation
    and Subsidiaries
  Consolidated Statements of Financial
    Position
 December 31Notes

2010


2009EURm


EURmASSETSNon-current assetsCapitalized development costs

13


40



143Goodwill

13


5 723



5 171Other intangible assets

13


1 928



2 762Property, plant and equipment

14


1 954



1 867Investments in associated companies

15


136



69Available-for-sale
    investments

16


533



554Deferred tax assets

25


1 596



1 507Long-term loans receivable

16,35


64



46Other non-current assets

16


4



611 978



12 125Current assetsInventories

18,20


2 523



1 865Accounts receivable, net of allowances for doubtful
    accounts (2010: EUR 363 million, 2009: EUR
    391 million)

16,20,35


7 570



7 981Prepaid expenses and accrued income

19


4 360



4 551Current portion of long-term loans receivable

16,35


39



14Other financial assets

16,17,35


378



329Investments at fair value through profit and loss, liquid assets

16,35


911



580Available-for-sale
    investments, liquid assets

16,35


3 772



2 367Available-for-sale
    investments, cash equivalents

16,35


5 641



4 784Bank and cash

35


1 951



1 14227 145



23 613Total assets




39 123



35 738SHAREHOLDERS EQUITY AND LIABILITIESCapital and reserves attributable to equity holders of the
    parentShare capital

23


246



246Share issue premium




312



279Treasury shares, at cost




(663
)


(681
)Translation differences

22


825



(127
)Fair value and other reserves

21


3



69Reserve for invested non-restricted equity




3 161



3 170Retained earnings




10 500



10 13214 384



13 088Non-controlling interests




1 847



1 661Total equity




16 231



14 749Non-current liabilitiesLong-term interest-bearing liabilities

16,35


4 242



4 432Deferred tax liabilities

25


1 022



1 303Other long-term liabilities




88



665 352



5 801Current liabilitiesCurrent portion of long-term loans

16,35


116



44Short-term borrowings

16,35


921



727Other financial liabilities

16,17,35


447



245Accounts payable

16,35


6 101



4 950Accrued expenses and other liabilities

26


7 365



6 504Provisions

27


2 590



2 71817 540



15 188Total shareholders equity and liabilities




39 123



35 738    F-4




---



##### Table of Contents



Nokia Corporation
    and Subsidiaries
  Consolidated Statements of Cash Flows
  Financial Year EndedDecember 31Notes


2010


2009


2008EURm


EURm


EURmCash flow from operating activitiesProfit attributable to equity holders of the parent






1 850



891



3 988Adjustments, total


32



2 112



3 390



3 024Change in net working capital


32



2 349



140



(2 546
)Cash generated from operations






6 311



4 421



4 466Interest received






110



125



416Interest paid






(235
)


(256
)


(155
)Other financial income and expenses, net






(507
)


(128
)


250Income taxes paid, net






(905
)


(915
)


(1 780
)Net cash from operating activities






4 774



3 247



3 197Cash flow from investing activitiesAcquisition of Group companies, net of acquired cash






(110
)


(29
)


(5 962
)Purchase of current
    available-for-sale
    investments, liquid assets






(8 573
)


(2 800
)


(669
)Purchase of investments at fair value through profit and loss,
    liquid assets






(646
)


(695
)


Purchase of non-current
    available-for-sale
    investments






(124
)


(95
)


(121
)Purchase of shares in associated companies






(33
)


(30
)


(24
)Additions to capitalized development costs










(27
)


(131
)Proceeds from repayment and sale of long-term loans receivable














129Proceeds from (+) / payment of (-) other long-term receivables






2



2



(1
)Proceeds from (+) / payment of (-) short-term loans receivable






(2
)


2



(15
)Capital expenditures






(679
)


(531
)


(889
)Proceeds from disposal of shares in Group companies, net of
    disposed cash






(21
)






Proceeds from disposal of shares in associated companies






5



40



3Proceeds from disposal of businesses






141



61



41Proceeds from maturities and sale of current
    available-for-sale
    investments, liquid assets






7 181



1 730



4 664Proceeds from maturities and sale of investments at fair value
    through profit and loss, liquid assets






333



108



Proceeds from sale of non-current
    available-for-sale
    investments






83



14



10Proceeds from sale of fixed assets






21



100



54Dividends received






1



2



6Net cash used in investing activities






(2 421
)


(2 148
)


(2 905
) F-5




---



##### Table of Contents



Nokia Corporation
    and Subsidiaries
  Consolidated
    Statements of Cash Flows (Continued)
  Financial Year EndedDecember 31Notes


2010


2009


2008EURm


EURm


EURmCash flow from financing activitiesProceeds from stock option exercises














53Purchase of treasury shares






1







(3 121
)Proceeds from long-term borrowings






482



3 901



714Repayment of long-term borrowings






(6
)


(209
)


(34
)Proceeds from (+) / repayment of (-) short-term borrowings






131



(2 842
)


2 891Dividends paid






(1 519
)


(1 546
)


(2 048
)Net cash used in financing activities






(911
)


(696
)


(1 545
)Foreign exchange adjustment






224



(25
)


(49
)Net increase (+) / decrease (-) in cash and cash
    equivalents






1 666



378



(1 302
)Cash and cash equivalents at beginning of period






5 926



5 548



6 850Cash and cash equivalents at end of period






7 592



5 926



5 548Cash and cash equivalents comprise of:Bank and cash






1 951



1 142



1 706Current
    available-for-sale
    investments, cash equivalents


16,35



5 641



4 784



3 8427 592



5 926



5 548      F-6




---



##### Table of Contents



Nokia Corporation
    and Subsidiaries
  Consolidated Statements of Changes in
    Shareholders Equity
  Fairvalue


Reserve for





BeforeShare








and


invested





non-


Non-Number of


Share


issue


Treasury


Translation


other


non-restrict.


Retained


controlling


controllingshares (000s)


capital


premium


shares


differences


reserves


equity


earnings


interests


interests


TotalBalance at December 31, 2007


3 845 950



246



644



(3 146
)


(163
)


23



3 299



13 870



14 773



2 565



17 338Translation differences


















595















595







595Net investment hedge losses, net of tax


















(91
)














(91
)






(91
)Cash flow hedges, net of tax






















42











42



(67
)


(25
)Available-for-sale
    investments, net of tax






















(3
)










(3
)


(2
)


(5
)Other increase, net






























46



46



(17
)


29Profit






























3 988



3 988



(99
)


3 889Total comprehensive income


















504



39







4 034



4 577



(185
)


4 392Stock options exercised


3 547























51







51







51Stock options exercised related to acquisitions










1























1







1Share-based compensation










74























74







74Excess tax benefit on share-based compensation










(117
)






















(117
)


(6
)


(124
)Settlement of performance and restricted shares


5 622







(179
)


154











(44
)






(69
)






(69
)Acquisition of treasury shares


(157 390
)










(3 123
)


















(3 123
)






(3 123
)Reissuance of treasury shares


143











2



















2







2Cancellation of treasury shares














4 232















(4 232
)










Dividend






























(1 992
)


(1 992
)


(35
)


(2 027
)Acquisitions and other change in non-controlling interests






































(37
)


(37
)Vested portion of share-based payment awards related to
    acquisitions










19























19







19Acquisition of Symbian






























12



12







12Total of other equity movements










(202
)


1 265











7



(6 212
)


(5 142
)


(78
)


(5 220
)Balance at December 31, 2008


3 697 872



246



442



(1 881
)


341



62



3 306



11 692



14 208



2 302



16 510Translation differences


















(552
)














(552
)


(9
)


(561
)Net investment hedge gains, net of tax


















84















84







84Cash flow hedges, net of tax






















(35
)










(35
)


49



14Available-for-sale
    investments, net of tax






















42











42



2



44Other decrease, net






























(1
)


(1
)


(7
)


(8
)Profit






























891



891



(631
)


260Total comprehensive income


















(468
)


7







890



429



(596
)


(167
)Stock options exercised


7







































Stock options exercised related to acquisitions










(1
)






















(1
)






(1
)Share-based compensation










16























16







16Excess tax benefit on share-based compensation










(12
)






















(12
)


(1
)


(13
)Settlement of performance and restricted shares


10 352







(166
)


230











(136
)






(72
)






(72
)Acquisition of treasury shares










































Reissuance of treasury shares


31











1



















1







1Cancellation of treasury shares














969















(969
)










 F-7




---



##### Table of Contents



Nokia Corporation
    and Subsidiaries
  Consolidated
    Statements of Changes in Shareholders Equity
    (Continued)
  Fairvalue


Reserve for





BeforeShare








and


invested





non-


Non-Number of


Share


issue


Treasury


Translation


other


non-restrict.


Retained


controlling


controllingshares (000s)


capital


premium


shares


differences


reserves


equity


earnings


interests


interests


TotalDividend






























(1 481
)


(1 481
)


(44
)


(1 525
)Total of other equity movements










(163
)


1 200











(136
)


(2 450
)


(1 549
)


(45
)


(1 594
)Balance at December 31, 2009


3 708 262



246



279



(681
)


(127
)


69



3 170



10 132



13 088



1 661



14 749Translation differences


















1 240















1 240



64



1 304Net investment hedge losses, net of tax


















(288
)














(288
)






(288
)Cash flow hedges, net of tax






















(73
)










(73
)


(43
)


(116
)Available-for-sale
    investments, net of tax






















7











7







7Other increase, net






























40



40



5



45Profit






























1 850



1 850



(507
)


1 343Total comprehensive income


















952



(66
)






1 890



2 776



(481
)


2 295Stock options exercised related to acquisitions










(1
)






















(1
)






(1
)Share-based compensation










47























47







47Excess tax benefit on share-based compensation










(1
)






















(1
)






(1
)Settlement of performance and restricted shares


868







(12
)


17











(9
)






(4
)






(4
)Reissuance of treasury shares














1



















1







1Conversion of debt to equity






































766



766Dividend






























(1 483
)


(1 483
)


(56
)


(1 539
)Acquisitions and other change in non-controlling interests






























(39
)


(39
)


(43
)


(82
)Total of other equity movements










33



18











(9
)


(1 522
)


(1 480
)


667



(813
)Balance at December 31, 2010


3 709 130



246



312



(663
)


825



3



3 161



10 500



14 384



1 847



16 231    F-8




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements
  1.
    Accounting
    principles 
  Basis of
    presentation
      Adoption of pronouncements under IFRS
    
    IFRS 3 (revised) Business Combinations replaces IFRS 3 (as
    issued in 2004). The main changes brought by IFRS 3 (revised)
    include clarification of the definition of a business, immediate
    recognition of all acquisition-related costs in profit or loss,
    recognition of subsequent changes in the fair value of
    contingent consideration in accordance with other IFRSs and
    measurement of goodwill arising from step acquisitions at the
    acquisition date.
    IAS 27 (revised), Consolidated and Separate Financial
    Statements clarifies presentation of changes in
    parent-subsidiary ownership. Changes in a parents
    ownership interest in a subsidiary that do not result in the
    loss of control must be accounted for exclusively within equity.
    If a parent loses control of a subsidiary, it shall derecognize
    the consolidated assets and liabilities, and any investment
    retained in the former subsidiary shall be recognized at fair
    value at the date when control is lost. Any differences
    resulting from this shall be recognized in profit or loss. When
    losses attributed to the non-controlling interests exceed the
    non-controlling shareholders interest in the
    subsidiarys equity, these losses shall be allocated to the
    non-controlling interests even if this results in a deficit
    balance.
    Amendments to IFRS 2 and IFRIC 11 clarify that an entity that
    receives goods or services in a share-based payment arrangement
    should account for those goods or services regardless of which
    entity in the group settles the transaction, and regardless of
    whether the transaction is settled in shares or cash.
    Amendments to IFRIC 14 and IAS 19 address the circumstances when
    an entity is subject to minimum funding requirements and makes
    an early payment of contributions to cover those requirements.
    The amendment permits such an entity to treat the benefit of
    such an early payment as an asset.
    In addition, a number of other amendments that form part of the
    IASBs annual improvement project were adopted by the Group.   F-9




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   
 1.
    Accounting
    principles (Continued)  Principles of
    consolidation
          Business
    Combinations
    Assessment of the
    recoverability of long-lived assets, intangible assets and
    goodwill
       F-10




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   
 1.
    Accounting
    principles (Continued)  Disposals of
    separate entities or businesses
    Foreign currency
    translation
  Functional and
    presentation currency
    Transactions in
    foreign currencies
    Foreign Group
    companies
    Revenue
    recognition
   F-11




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   
 1.
    Accounting
    principles (Continued)      cost-to-cost
    Shipping and
    handling costs
    Research and
    development
      Other intangible
    assets
   F-12




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   
 1.
    Accounting
    principles (Continued)  Pensions
                Property, plant
    and equipment
    Buildings and constructions


20 - 33 yearsProduction machinery, measuring and test equipment


1 - 3 yearsOther machinery and equipment


3 - 10 years      F-13




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   
 1.
    Accounting
    principles (Continued)      Leases
    Inventories
  (First-in
      Financial
    assets
  available-for-sale
  Available-for-sale
    investments
  available-for-sale available-for-sale available-for-sale available-for-sale
  available-for-sale available-for-sale
 F-14




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   
 1.
    Accounting
    principles (Continued)      available-for-sale available-for-sale (First-in available-for-sale
  Investments at
    fair value through profit and loss, liquid assets
      Loans
    receivable
    Bank and
    cash
   F-15




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   
 1.
    Accounting
    principles (Continued)   Accounts
    receivable
    Financial
    liabilities
  Loans
    payable
    Accounts
    payable
    Derivative
    financial instruments
    Derivatives not
    designated in hedge accounting relationships carried at fair
    value through profit and loss
         F-16




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   
 1.
    Accounting
    principles (Continued)    Hedge
    accounting
  Cash flow hedges:
    Hedging of anticipated foreign currency denominated sales and
    purchases
            Cash flow hedges:
    Hedging of foreign currency risk of highly probable business
    acquisitions and other transactions
   F-17




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   
 1.
    Accounting
    principles (Continued)        Cash flow hedges:
    Hedging of cash flow variability on variable rate
    liabilities
    Fair value
    hedges
      Hedges of net
    investments in foreign operations
       F-18




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   
 1.
    Accounting
    principles (Continued)      Income
    taxes
        Provisions
    Warranty
    provisions
   F-19




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   
 1.
    Accounting
    principles (Continued)  Intellectual
    property rights (IPR) provisions
    Tax
    provisions
    Restructuring
    provisions
    Other
    provisions
      Share-based
    compensation
    Treasury
    shares
    Dividends
    Earnings per
    share
   F-20




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   
 1.
    Accounting
    principles (Continued)  Use of estimates
    and critical accounting judgments
      Revenue
    recognition
        Customer
    financing
   F-21




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   
 1.
    Accounting
    principles (Continued)  Allowances for
    doubtful accounts
    Inventory-related
    allowances
    Warranty
    provisions
    Provision for
    intellectual property rights, or IPR, infringements
    Legal
    contingencies
    Capitalized
    development costs
    Business
    combinations
   F-22




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   
 1.
    Accounting
    principles (Continued)    Assessment of the
    recoverability of long-lived assets, intangible assets and
    goodwill
    Fair value of
    derivatives and other financial instruments
    Income
    taxes
    Pensions
    Share-based
    compensation
   F-23




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   
 1.
    Accounting
    principles (Continued)  New accounting
    pronouncements under IFRS
                      2.
    Segment
    information 
       F-24




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   
 2.  Segment
    information (Continued)
          CorporateCommonNokia


Total


Functions andDevices &





Siemens


reportable


Corporate2010

Services


NAVTEQ


Networks


segments


unallocated(4),(6)


Eliminations


GroupEURm


EURm


EURm


EURm


EURm


EURm


EURmProfit and Loss InformationNet sales to external customers


29 118



668



12 660



42 446











42 446Net sales to other segments


16



334



1



351







(351
)


Depreciation and amortization


405



519



843



1 767



4







1 771Impairment










2



2



13







15Operating profit / (loss)


3 299



(225
)


(686
)


2 388



(114
)


(204
)(7)


2 070Share of results of associatedcompanies






2



11



13



(12
)






1Balance Sheet InformationCapital
    expenditures(2)


337



36



306



679











679Segment
    assets(3)


9 560



6 492



10 621



26 673



14 998



(2 548
)


39 123of which:Investments in associated companies






7



42



49



87







136Segment
    liabilities(5)


10 146



2 488



7 190



19 824



5 616



(2 548
)


22 892   CorporateCommonNokia


Total


Functions andDevices &





Siemens


reportable


Corporate2009

Services


NAVTEQ


Networks


segments


unallocated(4),(6)


Eliminations


GroupEURm


EURm


EURm


EURm


EURm


EURm


EURmProfit and Loss InformationNet sales to external customers


27 841



579



12 564



40 984











40 984Net sales to other segments


12



91



10



113







(113
)


Depreciation and amortization


432



488



860



1 780



4







1 784Impairment


56







919



975



34







1 009Operating profit /
    (loss)(1)


3 314



(344
)


(1 639
)


1 331



(134
)






1 197Share of results of associated companies










32



32



(2
)






30Balance Sheet InformationCapital
    expenditures(2)


232



21



278



531











531Segment
    assets(3)


9 203



6 145



11 015



26 363



12 479



(3 104
)


35 738of which:Investments in associated companies






5



26



31



38







69Segment
    liabilities(5)


8 268



2 330



7 927



18 525



5 568



(3 104
)


20 989   F-25




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   
 2.  Segment
    information (Continued)
  CorporateCommonNokia


Total


Functions andDevices &





Siemens


reportable


Corporate2008

Services


NAVTEQ


Networks


segments


unallocated(4),(6)


Eliminations


GroupEURm


EURm


EURm


EURm


EURm


EURm


EURmProfit and Loss InformationNet sales to external customers


35 084



318



15 308



50 710











50 710Net sales to other segments


15



43



1



59







(59
)


Depreciation and amortization


484



238



889



1 611



6







1 617Impairment


58







47



105



33







138Operating profit / (loss)


5 816



(153
)


(301
)


5 362



(396
)






4 966Share of results of associated companies










(13
)


(13
)


19







6Balance Sheet InformationCapital
    expenditures(2)


578



18



292



888



1







889Segment
    assets(3)


10 300



7 177



15 652



33 129



9 641



(3 188
)


39 582of which:Investments in associated companies






4



62



66



30







96Segment
    liabilities(5)


8 425



2 726



10 503



21 654



4 606



(3 188
)


23 072     (1)

    
    Nokia Siemens Networks operating loss in 2009 includes a
    goodwill impairment loss of EUR 908 million.(2)

    
    Including goodwill, capital expenditures in 2010 amount to EUR
    761 million (EUR 590 million in 2009). The goodwill
    and capitalized development costs consist of EUR 73 million
    in 2010 (EUR 7 million in 2009) for
    Devices & Services, EUR 9 million in 2010 (EUR
    22 million in 2009) for NAVTEQ, EUR 0 million in
    2010 (EUR 30 million in 2009) for Nokia Siemens
    Networks, and EUR 0 million in 2010 (EUR 0 million in
    2009) for Corporate Common 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 for Devices & Services and
    Corporate Common Functions. In addition, NAVTEQs and Nokia
    Siemens Networks 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 and
    accrued income. These are directly attributable to NAVTEQ and
    Nokia Siemens Networks as they are separate legal entities.(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 and
    accrued income for Devices & Services and Corporate
    Common Functions.(5)

    
    Comprises accounts payable, accrued expenses and other
    liabilities as well as provisions except those related to
    interest and taxes for Devices & Services and
    Corporate Common Functions. In addition, NAVTEQs and Nokia
    Siemens Networks liabilities include non-current
    liabilities and short-term borrowings as well as interest and
    tax related prepaid income and accrued expenses and provisions.
    These are directly attributable to NAVTEQ and Nokia Siemens
    Networks as they are separate legal entities.(6)

    
    Unallocated liabilities include non-current liabilities and
    short-term borrowings as well as interest and tax related
    prepaid income, accrued expenses and provisions related to
    Devices & Services and Corporate Common Functions.(7)

    
    Elimination of profits recognized in NAVTEQ that are deferred in
    Devices & Services related to Ovi Maps service sold in
    combination with Nokias GPS enabled smartphones.  F-26




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   
 2.  Segment
    information (Continued)
  Net sales to external customers by geographic area by
    location of customer

2010


2009


2008EURm


EURm


EURmFinland


371



390



362China


7 149



5 990



5 916India


2 952



2 809



3 719Germany


2 019



1 733



2 294Russia


1 744



1 528



2 083USA


1 630



1 731



1 907Brazil


1 506



1 333



1 902UK


1 470



1 916



2 382Other


23 605



23 554



30 145Total


42 446



40 984



50 710   Segment non-current assets by geographic
    area(8)

2010


2009EURm


EURmFinland


1 501



1 698China


402



358India


210



180Germany


209



243USA


6 079



5 859UK


236



228Other


1 008



1 377Total


9 645



9 943    (8)

    
    Comprises intangible assets and property, plant and equipment.   3.
    Percentage of
    completion          F-27




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
  4.
    Personnel
    expenses  2010


2009


2008EURm


EURm


EURmWages and salaries


5 808



5 658



5 615Share-based compensation expense


48



13



67Pension expenses, net


431



427



478Other social expenses


708



649



754Personnel expenses as per income statement


6 995



6 747



6 914       2010


2009


2008Average personnelDevices & Services


58 642



56 462



57 443NAVTEQ


5 020



4 282



3 969Nokia Siemens Networks


65 379



62 129



59 965Group Common Functions


314



298



346Nokia Group


129 355



123 171



121 723    5.
    Pensions       F-28




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   5.
    Pensions
    (Continued)    2010


2009EURm


EURmPresent value of defined benefit obligations at beginning of year


(1 411
)


(1 205
)Foreign exchange


(49
)


5Current service cost


(61
)


(55
)Interest cost


(78
)


(69
)Plan participants contributions


(8
)


(12
)Past service cost


(1
)


Actuarial gain (loss)


1



(139
)Acquisitions


(1
)


2Curtailment


1



Settlements


17



2Benefits paid


46



60Present value of defined benefit obligations at end of year


(1 544
)


(1 411
)Plan assets at fair value at beginning of year


1 330



1 197Foreign exchange


44



(7
)Expected return on plan assets


76



70Actuarial gain (loss) on plan assets


9



56Employer contribution


62



49Plan participants contributions


8



12Benefits paid


(32
)


(44
)Settlements


(6
)


(2
)Acquisitions


3



(1
)Plan assets at fair value at end of year


1 494



1 330Surplus (Deficit)


(50
)


(81
)Unrecognized net actuarial (gains) losses


(26
)


(21
)Unrecognized past service cost


1



1Amount not recognized as an asset in the balance sheet because
    of limit in IAS 19 paragraph 58(b)


(9
)


(5
)Prepaid (Accrued) pension cost in the statement of financial
    position


(84
)


(106
)    F-29




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   5.
    Pensions
    (Continued)    2010

2009

2008EURm

EURm

EURmCurrent service cost


61



55



79Interest cost


78



69



78Expected return on plan assets


(76
)


(70
)


(71
)Net actuarial (gains) losses recognized in year


(1
)


(9
)


Impact of paragraph 58(b) limitation


3



5



Past service cost (gain) loss


1







2Curtailment


(1
)






(12
)Settlement


(11
)






152Total, included in personnel expenses


54



50



228     2010

2009EURm

EURmPrepaid (accrued) pension costs at beginning of year


(106
)


(120
)Net income (expense) recognized in the profit and loss account


(54
)


(50
)Contributions paid


62



49Benefits paid


14



16Acquisitions


2



1Foreign exchange


(2
)


(2
)Prepaid (accrued) pension costs at end of year*


(84
)


(106
)     *
    
    included within prepaid expenses and accrued income / accrued
    expenses    2010

2009

2008

2007

2006EURm

EURm

EURm

EURm

EURmPresent value of defined benefit obligations


(1 544
)


(1 411
)


(1 205
)


(2 266
)


(1 577
)Plan assets at fair value


1 494



1 330



1 197



2 174



1 409Surplus/(Deficit)


(50
)


(81
)


(8
)


(92
)


(168
)      F-30




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   5.
    Pensions
    (Continued)    2010

2009%

%Discount rate for determining present values


5.1



5.3Expected long-term rate of return on plan assets


5.1



5.4Annual rate of increase in future compensation levels


2.6



2.8Pension increases


2.0



2.0       2010

2009%

%Asset category:Equity securities


23



18Debt securities


57



64Insurance contracts


8



8Short-term investments


4



5Other


8



5Total


100



100            F-31




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
  6.  Expenses
    by nature
  2010

2009

2008EURm

EURm

EURmCost of material


20 917



19 502



23 892Personnel expenses


6 995



6 747



6 914Depreciation and amortization


1 771



1 784



1 617Advertising and promotional expenses


1 291



1 335



1 600Warranty costs


894



696



1 020Other costs and expenses


8 616



8 643



9 926Total of Cost of sales, Research and development, Selling and
    marketing and Administrative and general expenses


40 484



38 707



44 969    7.  Other
    income and expenses
           F-32




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
  8.  Impairment
  2010

2009

2008EURm

EURm

EURmGoodwill






908



Other intangible assets






56



Property, plant and equipment






1



77Inventories










13Investments in associated companies






19



8Available-for-sale investments


107



25



43Other non-current assets


3







8Total


110



1 009



149   Goodwill
        15-20%
    Cash-generating unitDevices &Services

NAVTEQ%

%Terminal growth rate


2.0



4.0Post-tax discount rate


8.7



9.6Pre-tax discount rate


11.1



12.8  F-33




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   8.  Impairment
    (Continued)
        Other intangible
    assets
    Property, plant
    and equipment and inventories
      Investments in
    associated companies
   F-34




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   8.  Impairment
    (Continued)
  Available-for-sale
    investments
  available-for-sale
  9.  Acquisitions
  Acquisitions
    completed in 2010
    
    MetaCarta Inc, based in Cambridge, USA, provides unique
    geographic intelligence technology and expertise in geographic
    intelligence solutions. The Group acquired a 100% ownership in
    MetaCarta on April 9, 2010.
    Novarra Inc, based in Chicago, USA, is a provider of a mobile
    browser and service platform with more than 100 employees.
    The Group acquired a 100% ownership interest in Novarra on
    April 9, 2010.
    Motally Inc, a US-based company, provides mobile analytics
    services offering in-application tracking and reporting. The
    Group acquired a 100% ownership interest in Motally on August
    31, 2010.
    PixelActive Inc, based in California, USA, specialises in tools
    and techniques for 3D modeling of detailed road networks,
    buildings and terrain. NAVTEQ acquired a 100% ownership interest
    in PixelActive on November 17, 2010.  Acquisitions
    completed in 2009
    
    Plum Ventures, Inc, based in Boston, USA, develops and operates
    a cloud-based social media sharing and messaging service for
    private groups. The Group acquired certain assets of Plum on
    September 11, 2009.
    Dopplr Oy, based in Helsinki, Finland, provides a Social Atlas
    that enables members to share travel plans and preferences
    privately with their networks. The Group acquired a 100%
    ownership interest in Dopplr on September 28, 2009.
    Huano Technology Co., Ltd, based in Changsha, China, is an
    infrastructure service provider with Nokia Siemens Networks as
    its primary customer. Nokia Siemens Networks increased its
    ownership interest in Huano from 49% to 100% on July 22,
    2009.
    T-Systems Traffic GmbH is a leading German provider of dynamic
    mobility services delivering near real-time data about traffic
    flow and road conditions. NAVTEQ acquired a 100% ownership
    interest in T-Systems Traffic on January 2, 2009. F-35




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   9.  Acquisitions
    (Continued)
   
    Acuity Mobile, based in Greenbelt, USA, is a leading provider of
    mobile marketing content delivery solutions. NAVTEQ acquired a
    100% ownership interest in Acuity Mobile on September 11,
    2009.  Acquisitions
    completed in 2008
  NAVTEQ
     F-36




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   9.  Acquisitions
    (Continued)
    Carrying Amount

Fair Value

Useful livesEURm

EURmGoodwill


114



3 673Intangible assets subject to amortization:Map database


5



1 389



5 yearsCustomer relationships


22



388



4 yearsDeveloped technology


8



110



4 yearsLicense to use trade name and trademark


7



57



6 yearsCapitalized development costs


22



Other intangible assets


4



768



1 951Property, plant & equipment


84



83Deferred tax assets


262



148Available-for-sale investments


36



36Other non-current assets


6



6Non-current assets


456



2 224Inventories


3



3Accounts receivable


94



94Prepaid expenses and accrued income


36



36Available-for-sale investments, liquid assets


140



140Available-for-sale investments, cash equivalents


97



97Bank and cash


57



57Current Assets


427



427Total assets acquired


997



6 324Deferred tax liabilities


46



786Other long-term liabilities


54



39Non-current liabilities


100



825Accounts payable


29



29Accrued expenses


96



120Provisions


5



8Current liabilities


130



157Total liabilities assumed


230



982Net assets acquired


767



5 342    F-37




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   9.  Acquisitions
    (Continued)
    Symbian
      step-by-step
   F-38




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   9.  Acquisitions
    (Continued)
    Carrying Amount


Fair ValueEURm


EURmGoodwill






470Intangible assets subject to amortization:Developed technology


5



41Customer relationships






11License to use trade name and trademark






35



55Property, plant & equipment


33



31Deferred tax assets


7



19Non-current assets


45



105Accounts receivable


20



20Prepaid expenses and accrued income


43



43Bank and cash


147



147Current Assets


210



210Total assets acquired


255



785Deferred tax liabilities






17Accounts payable


5



5Accrued expenses


48



53Financial liabilities






20Total liabilities assumed


53



95Net assets acquired


202



690Revaluation of previously held interests in Symbian






22Nokia share of changes in Symbians equity after each stage
    of the acquisition






27Cost of the business combination






641         Pro forma

2008EURmNet sales


51 063Net profit


4 080    F-39




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   9.  Acquisitions
    (Continued)
    
    Trolltech ASA, based in Oslo, Norway, is a recognised software
    provider with world-class software development platforms and
    frameworks. The Group acquired a 100% ownership interest in
    Trolltech ASA on 6 June 2008.


    Oz Communications Inc., headquartered in Montreal, Canada, is a
    leading consumer mobile messaging solution provider delivering
    access to popular instant messaging and email services on
    consumer mobile devices. The Group acquired a 100% ownership
    interest in Oz Communications Inc. on 4 November 2008.
    Atrica, based in Santa Clara, USA, is one of the leading
    providers of Carrier Ethernet solutions for Metropolitan Area
    Networks. Nokia Siemens Networks acquired a 100% ownership
    interest in Atrica on 7 January 2008.
    Apertio Ltd, based in Bristol, England is the leading
    independent provider of subscriber-centric networks for mobile,
    fixed and converged telecommunications operators. Nokia Siemens
    Networks acquired a 100% ownership interest in Apertio Ltd on
    11 February 2008.
    On January 1, 2008, Nokia Siemens Networks assumed control
    of Vivento Technical Services from Deutsche Telekom.  10.
    Depreciation and
    amortization  2010


2009


2008EURm


EURm


EURmDepreciation and amortization by functionCost of sales


248



266



297Research and
    development(1)


906



909



778Selling and
    marketing(2)


426



424



368Administrative and general


191



185



174Total


1 771



1 784



1 617     (1)

    
    In 2010, depreciation and amortization allocated to research and
    development included amortization of acquired intangible assets
    of EUR 556 million (EUR 534 million in 2009 and EUR
    351 million in 2008, respectively).(2)

    
    In 2010, depreciation and amortization allocated to selling and
    marketing included amortization of acquired intangible assets of
    EUR 408 million (EUR 401 million in 2009 and EUR
    343 million in 2008, respectively).  F-40




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
  11.
    Financial income
    and expenses  2010


2009


2008EURmDividend income on
    available-for-sale
    financial investments


2



3



1Interest income on
    available-for-sale
    financial investments


110



101



357Interest expense on financial liabilities carried at amortised
    cost


(254
)


(243
)


(185
)Net realised gains (or losses) on disposal of fixed income
    available-for-sale
    financial investments


1



2



(4
)Net fair value gains (or losses) on investments at fair value
    through profit and loss


(3
)


19



Interest income on investments at fair value through profit and
    loss


28



11



Net fair value gains (or losses) on hedged items under fair
    value hedge accounting


(63
)


(4
)


Net fair value gains (or losses) on hedging instruments under
    fair value hedge accounting


58







Other financial income


73



18



17Other financial expenses


(129
)


(29
)


(31
)Net foreign exchange gains (or losses)From foreign exchange derivatives designated at fair value
    through profit and loss account


58



(358
)


432From balance sheet items revaluation


(165
)


230



(595
)Net gains (net losses) on other derivatives designated at fair
    value through profit and loss account


(1
)


(15
)


6Total


(285
)


(265
)


(2
)   available-for-sale.
     F-41




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   11.
    Financial income
    and expenses(Continued)   12.
    Income
    taxes  2010


2009


2008EURm


EURm


EURmIncome taxCurrent tax


(798
)


(736
)


(1 514
)Deferred tax


355



34



433Total


(443
)


(702
)


(1 081
)Finland


(126
)


76



(604
)Other countries


(317
)


(778
)


(477
)Total


(443
)


(702
)


(1 081
)     2010


2009


2008EURm


EURm


EURmIncome tax expense at statutory rate


464



250



1 292Permanent differences


4



(96
)


(65
)Non tax deductible impairment of Nokia Siemens Networks
    goodwill(1)






236



Taxes for prior years


(48
)


(17
)


(128
)Taxes on foreign subsidiaries profits in excess of (lower
    than) income taxes at statutory rates


(195
)


(145
)


(181
)Change in losses and temporary differences with no tax
    effect(2)


221



577



Net increase (decrease) in tax contingencies


24



(186
)


2Change in income tax rates


2



4



(22
)Deferred tax liability on undistributed
    earnings(3)


(31
)


111



220Other


2



(32
)


(37
)Income tax expense


443



702



1 081     (1)

    
    see note 8(2)

    
    This item primarily relates to Nokia Siemens Networks
    losses and temporary differences for which no deferred tax was
    recognized. In 2010, it also includes a benefit of EUR
    52 million from the reassessment of recoverability of
    deferred tax assets in Nokia Siemens Networks.(3)

    
    The change in deferred tax liability on undistributed earnings
    mainly relates to changes to tax rates applicable to profit
    distributions.   F-42




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
  13.
    Intangible
    assets  2010


2009EURm


EURmCapitalized development costsAcquisition cost January 1


1 830



1 811Additions during the period






27Impairment losses


(11
)


Retirements during the period


(784
)


Disposals during the period






(8
)Accumulated acquisition cost December 31


1 035



1 830Accumulated amortization January 1


(1 687
)


(1 567
)Retirements during the period


784



Impairment losses


11



Disposals during the period






8Amortization for the period


(103
)


(128
)Accumulated amortization December 31


(995
)


(1 687
)Net book value January 1


143



244Net book value December 31


40



143GoodwillAcquisition cost January 1


6 079



6 257Translation differences


470



(207
)Acquisitions


82



32Disposals during the period






(3
)Accumulated acquisition cost December 31


6 631



6 079Accumulated impairments January 1


(908
)


Impairments during the period






(908
)Accumulated impairments December 31


(908
)


(908
)Net book value January 1


5 171



6 257Net book value December 31


5 723



5 171Other intangible assetsAcquisition cost January 1


5 287



5 498Translation differences


216



(142
)Additions during the period


58



50Acquisitions


21



3Retirements during the period


(142
)


(26
)Impairments during the period






(94
)Disposals during the period


(3
)


(2
)Accumulated acquisition cost December 31


5 437



5 287 F-43




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   13.
    Intangible assets
    (Continued)  2010


2009EURm


EURmAccumulated amortization January 1


(2 525
)


(1 585
)Translation differences


(42
)


56Retirements during the period


125



17Impairments during the period






38Disposals during the period


2



2Amortization for the period


(1 069
)


(1 053
)Accumulated amortization December 31


(3 509
)


(2 525
)Net book value January 1


2 762



3 913Net book value December 31


1 928



2 762  F-44




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
  14.
    Property, plant
    and equipment  2010


2009EURm


EURmLand and water areasAcquisition cost January 1


59



60Additions during the period






1Disposals during the period


(2
)


(2
)Accumulated acquisition cost December 31


57



59Net book value January 1


59



60Net book value December 31


57



59Buildings and constructionsAcquisition cost January 1


1 312



1 274Translation differences


69



(17
)Additions during the period


86



132Disposals during the period


(53
)


(77
)Accumulated acquisition cost December 31


1 414



1 312Accumulated depreciation January 1


(385
)


(350
)Translation differences


(19
)


3Disposals during the period


41



42Depreciation for the period


(90
)


(80
)Accumulated depreciation December 31


(453
)


(385
)Net book value January 1


927



924Net book value December 31


961



927Machinery and equipmentAcquisition cost January 1


3 984



4 183Translation differences


213



(67
)Additions during the period


472



386Acquisitions


4



1Impairments during the period






(1
)Disposals during the period


(669
)


(518
)Accumulated acquisition cost December 31


4 004



3 984Accumulated depreciation January 1


(3 168
)


(3 197
)Translation differences


(164
)


50Disposals during the period


639



489Depreciation for the period


(492
)


(510
)Accumulated depreciation December 31


(3 185
)


(3 168
)Net book value January 1


816



986Net book value December 31


819



816 F-45




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   14.
    Property, plant
    and equipment (Continued)  2010


2009EURm


EURmOther tangible assetsAcquisition cost January 1


47



30Translation differences


6



(2
)Additions during the period


15



19Disposals during the period


(12
)


Accumulated acquisition cost December 31


56



47Accumulated depreciation January 1


(27
)


(15
)Translation differences


(2
)


1Disposals during the period


9



Depreciation for the period


(17
)


(13
)Accumulated depreciation December 31


(37
)


(27
)Net book value January 1


20



15Net book value December 31


19



20Advance payments and fixed assets under constructionNet carrying amount January 1


45



105Translation differences


3



(2
)Additions


92



29Disposals


(1
)


(1
)Transfers to:Other intangible assets






(3
)Buildings and constructions


(20
)


(34
)Machinery and equipment


(10
)


(36
)Other tangible assets


(11
)


(13
)Net carrying amount December 31


98



45Total property, plant and equipment


1 954



1 867   15.
    Investments in
    associated companies  2010


2009EURm


EURmNet carrying amount January 1


69



96Translation differences


3



(4
)Additions


63



30Deductions


(6
)


(50
)Impairments






(19
)Share of results


1



30Dividend


(1
)


Other movements


7



(14
)Net carrying amount December 31


136



69  F-46




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   15.
    Investments in
    associated companies  (Continued)    16.
    Fair value of
    financial instruments  Carrying amountsFinancialinstrumentsat fair


Loans and


FinancialCurrent


Non-current


value


receivables


liabilitiesavailable-for-


available-for-


through


measured at


measured at


Totalsale financial


sale financial


profit or


amortised


amortised


carrying


FairAt December 31, 2010

assets


assets


loss


cost


cost


amounts


valueEURm


EURm


EURm


EURm


EURm


EURm


EURmAvailable-for-sale
    investments in publicly quoted equity shares






8















8



8Other
    available-for-sale
    investments carried at fair value






293















293



293Other
    available-for-sale
    investments carried at cost less impairment






232















232



232Long-term loans receivable














64







64



60Other non-current assets














4







4



4Accounts receivable














7 570







7 570



7 570Current portion of long-term loans receivable














39







39



39Derivative assets










366











366



366Other current financial assets














12







12



12Fixed income and money-market investments carried at fair value


9 413



















9 413



9 413Investments designated at fair value through profit and loss










911











911



911Total financial assets


9 413



533



1 277



7 689







18 912



18 908Long-term interest-bearing liabilities


















4 242



4 242



4 467Other long-term non-interest bearing financial liabilities


















13



13



13Current portion of long-term loans payable


















116



116



116Short-term borrowings


















921



921



921Other financial liabilities










359







88



447



447Accounts payable


















6 101



6 101



6 101Total financial liabilities










359







11 481



11 840



12 065   F-47




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   16.
    Fair value of
    financial instruments (Continued)  Carrying amountsFinancialinstrumentsat fair


Loans and


FinancialCurrent


Non-current


value


receivables


liabilitiesavailable-for-


available-for-


through


measured at


measured at


Totalsale financial


sale financial


profit or


amortised


amortised


carrying


FairAt December 31, 2009

assets


assets


loss


cost


cost


amounts


valueEURm


EURm


EURm


EURm


EURm


EURm


EURmAvailable-for-sale
    investments in publicly quoted equity shares






8















8



8Other
    available-for-sale
    investments carried at fair value






257















257



257Other
    available-for-sale
    investments carried at cost less impairment






258















258



258Long-term loans receivable














46







46



40Other non-current assets














6







6



6Accounts receivable














7 981







7 981



7 981Current portion of long-term loans receivable














14







14



14Derivative assets










316











316



316Other current financial assets














13







13



13Fixed income and money-market investments carried at fair value


7 151



31















7 182



7 182Investments designated at fair value through profit and loss










580











580



580Total financial assets


7 151



554



896



8 060







16 661



16 655Long-term interest-bearing liabilities


















4 432



4 432



4 691Other long-term non-interest bearing financial liabilities


















2



2



2Current portion of long-term loans payable


















44



44



44Short-term borrowings


















727



727



727Other financial liabilities










245











245



245Accounts payable


















4 950



4 950



4 950Total financial liabilities










245







10 155



10 400



10 659                F-48




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   16.
    Fair value of
    financial instruments (Continued)    Valuation


ValuationInstruments


technique


techniquewith quoted


using


using non-prices in active


observable


observablemarkets


data


dataAt December 31, 2010

(Level 1)


(Level 2)


(Level 3)


TotalEURm


EURm


EURm


EURmFixed income and money-market investments carried at fair value


9 215



198







9 413Investments at fair value through profit and loss


911











911Available-for-sale
    investments in publicly quoted equity shares


8











8Other
    available-for-sale
    investments carried at fair value






14



279



293Derivative assets






366







366Total assets


10 134



578



279



10 991Derivative liabilities






359







359Total liabilities






359







359   Valuation


ValuationInstruments


technique


techniquewith quoted


using


using non-prices in active


observable


observablemarkets


data


dataAt December 31, 2009

(Level 1)


(Level 2)


(Level 3)


TotalEURm


EURm


EURm


EURmFixed income and money-market investments carried at fair value


6 933



249







7 182Investments at fair value through profit and loss


580











580Available-for-sale
    investments in publicly quoted equity shares


8











8Other
    available-for-sale
    investments carried at fair value






15



242



257Derivative assets






316







316Total assets


7 521



580



242



8 343Derivative liabilities






245







245Total liabilities






245







245      F-49




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   16.
    Fair value of
    financial instruments (Continued)  over-the-counter
      Otheravailable-for-saleinvestments carried atEURm

fair valueBalance at December 31, 2008


214Total gains (losses) in income statement


(30
)Total gains (losses) recorded in other comprehensive income


15Purchases


45Sales


(2
)Transfer from level 1 and 2


Balance at December 31, 2009


242Total gains (losses) in income statement


3Total gains (losses) recorded in other comprehensive income


(11
)Purchases


78Sales


(34
)Transfer from associated companies


1Transfer from level 1 and 2


Balance at December 31, 2010


279    F-50




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
  17.
    Derivative
    financial instruments  Assets

Liabilities2010

Fair
    value(1)

Notional(2)

Fair
    value(1)

Notional(2)EURm

EURm

EURm

EURmHedges of net investment in foreign subsidiaries:Forward foreign exchange contracts


66



2 254



(154
)


4 433Cash flow hedges:Forward foreign exchange contracts


41



8 025



(57
)


8 572Fair value hedgesInterest rate swaps


128



1 550



(8
)


76Cash flow and Fair value
    hedges:(3)Cross currency interest rate swaps










(6
)


378Derivatives not designated in hedge accounting relationships
    carried at fair value through profit and loss:Forward foreign exchange contracts


73



5 349



(69
)


7 956Currency options bought


13



1 959







Currency options sold










(15
)


749Interest rate swaps


45



1 028



(50
)


1 199366



20 165



(359
)


23 363   Assets

Liabilities2009

Fair
    value(1)

Notional(2)

Fair
    value(1)

Notional(2)EURm

EURm

EURm

EURmHedges of net investment in foreign subsidiaries:Forward foreign exchange contracts


12



1 128



(42
)


2 317Cash flow hedges:Forward foreign exchange contracts


25



8 062



(25
)


7 027Interest rate swaps










(2
)


330Fair value hedgesInterest rate swaps


117



1 750



(10
)


68Cash flow and Fair value
    hedges:(3)Cross currency interest rate swaps










(77
)


416Derivatives not designated in hedge accounting relationships
    carried at fair value through profit and loss:Forward foreign exchange contracts


147



5 785



(68
)


6 504Currency options bought


8



442







Currency options sold










(1
)


102Interest rate swaps


7



68



(20
)


499Cash settled equity options
    bought(4)






6







316



17 241



(245
)


17 263     (1)

    
    The fair value of derivative financial instruments is included
    on the asset side under heading Other financial assets and on
    the liability side under Other financial liabilities. F-51




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   17.
    Derivative
    financial instruments (Continued)   (2)

    
    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.(3)

    
    These cross-currency interest rate swaps have been designated
    partly as fair value hedges and partly as cash flow hedges.(4)

    
    Cash settled equity options are used to hedge risk relating to
    employee incentive programs and investment activities.    18.
    Inventories  2010

2009EURm

EURmRaw materials, supplies and other


762



409Work in progress


642



681Finished goods


1 119



775Total


2 523



1 865   19.
    Prepaid expenses
    and accrued income       F-52




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
  20.
    Valuation and
    qualifying accounts  Balance at

Charged to





Balancebeginning

cost and





at endAllowances on assets to which they apply:

of year

expenses

Deductions(1)

Acquisitions

of yearEURm

EURm

EURm

EURm

EURm2010Allowance for doubtful accounts


391



117



(145
)






363Excess and obsolete inventory


361



124



(184
)






3012009Allowance for doubtful accounts


415



155



(179
)






391Excess and obsolete inventory


348



192



(179
)






3612008Allowance for doubtful accounts


332



224



(141
)






415Excess and obsolete inventory


417



151



(221
)


1



348     (1)

    
    Deductions include utilization and releases of the allowances.  21.
    Fair value and
    other reserves  Available-for-saleHedging reserve, EURm


investments, EURm


Total, EURmGross


Tax


Net


Gross


Tax


Net


Gross


Tax


NetBalance at December 31, 2007


54



(15
)


39



(17
)


1



(16
)


37



(14
)


23Cash flow hedges:Net fair value gains (losses)


281



(67
)


214















281



(67
)


214Transfer of (gains) losses to income statement as adjustment to
    Net Sales


(631
)


177



(454
)














(631
)


177



(454
)Transfer of (gains) losses to income statement as adjustment to
    Cost of Sales


186



(62
)


124















186



(62
)


124Transfer of (gains) losses as a basis adjustment to assets and
    liabilities


124



(32
)


92















124



(32
)


92Available-for-sale
    Investments:Net fair value gains (losses)














(29
)


9



(20
)


(29
)


9



(20
)Transfer to income statement on impairment














1







1



1







1Transfer of net fair value (gains) losses to income statement on
    disposal














13



1



14



13



1



14Movements attributable to non-controlling interests


87



(21
)


66



3



(1
)


2



90



(22
)


68Balance at December 31, 2008


101



(20
)


81



(29
)


10



(19
)


72



(10
)


62Cash flow hedges:Net fair value gains (losses)


(19
)


6



(13
)














(19
)


6



(13
)Transfer of (gains) losses to income statement as adjustment to
    Net Sales


873



(222
)


651















873



(222
)


651Transfer of (gains) losses to income statement as adjustment to
    Cost of Sales


(829
)


205



(624
)














(829
)


205



(624
) F-53




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   21.
    Fair value and
    other reserves (Continued)  Available-for-saleHedging reserve, EURm


investments, EURm


Total, EURmGross


Tax


Net


Gross


Tax


Net


Gross


Tax


NetAvailable-for-sale
    Investments:Net fair value gains (losses)














36



(4
)


32



36



(4
)


32Transfer to income statement on impairment














14







14



14







14Transfer of net fair value (gains) losses to income statement on
    disposal














(2
)






(2
)


(2
)






(2
)Movements attributable to non-controlling interests


(65
)


16



(49
)


(2
)






(2
)


(67
)


16



(51
)Balance at December 31, 2009


61



(15
)


46



17



6



23



78



(9
)


69Cash flow hedges:Net fair value gains (losses)


(119
)


12



(107
)














(119
)


12



(107
)Transfer of (gains) losses to income statement as adjustment to
    Net Sales


357



(57
)


300















357



(57
)


300Transfer of (gains) losses to income statement as adjustment to
    Cost of Sales


(379
)


70



(309
)














(379
)


70



(309
)Available-for-sale
    Investments:Net fair value gains (losses)














(3
)


(2
)


(5
)


(3
)


(2
)


(5
)Transfer to income statement on impairment














13







13



13







13Transfer of net fair value (gains) losses to income statement on
    disposal














(1
)






(1
)


(1
)






(1
)Movements attributable to non-controlling interests


50



(7
)


43















50



(7
)


43Balance at December 31, 2010


(30
)


3



(27
)


26



4



30



(4
)


7



3        F-54




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
  22.
    Translation
    differences  Translation


Net investmentdifferences, EURm


hedging, EURm


Total, EURmGross


Tax


Net


Gross


Tax


Net


Gross


Tax


NetBalance at December 31, 2007


(204
)






(204
)


92



(51
)


41



(112
)


(51
)


(163
)Translation differences:Currency translation differences


595







595















595







595Transfer to profit and loss (financial income and expense)


































Net investment hedging:Net investment hedging gains (losses)














(123
)


32



(91
)


(123
)


32



(91
)Transfer to profit and loss (financial income and expense)


































Movements attributable to non-controlling interests


































Balance at December 31, 2008


391



0



391



(31
)


(19
)


(50
)


360



(19
)


341Translation differences:Currency translation differences


(556
)


2



(554
)














(556
)


2



(554
)Transfer to profit and loss (financial income and expense)


(7
)






(7
)














(7
)






(7
)Net investment hedging:Net investment hedging gains (losses)














114



(31
)


83



114



(31
)


83Transfer to profit and loss (financial income and expense)














1







1



1







1Movements attributable to non-controlling interests


8



1



9















8



1



9Balance at December 31, 2009


(164
)


3



(161
)


84



(50
)


34



(80
)


(47
)


(127
)Translation differences:Currency translation differences


1 302



3



1 305















1 302



3



1 305Transfer to profit and loss (financial income and expense)


































Net investment hedging:Net investment hedging gains (losses)














(389
)


101



(288
)


(389
)


101



(288
)Transfer to profit and loss (financial income and expense)


































Movements attributable to non-controlling interests


(63
)


(2
)


(65
)














(63
)


(2
)


(65
)Balance at December 31, 2010


1 075



4



1 079



(305
)


51



(254
)


770



55



825   23.
    The shares of the
    Parent Company  Nokia shares and
    shareholders
  Shares and share
    capital
         F-55




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   23.
    The shares of the
    Parent Company (Continued)  Authorizations
  Authorization to
    increase the share capital
        Other
    authorizations
      Authorizations
    proposed to the Annual General Meeting 2011
   F-56




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   23.
    The shares of the
    Parent Company (Continued)      24.  Share-based
    payment
        Stock
    options
             F-57




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   24.  Share-based
    payment (Continued)
    Vestingstatus(as percentage ofStock








totalPlan


options


Number of





number of








Exercise(year


outstanding


participants


Option (sub)


stock options


Exercise period

price/of launch)


2010


(approx.)


category


outstanding)


First vest date

Last vest date

Expiry date

ShareEUR2005
(1)


6 465 329



3 500



2005 2Q



Expired


July 1, 2006

July 1, 2009

December 31, 2010


12.792005 3Q



Expired


October 1, 2006

October 1, 2009

December 31, 2010


13.092005 4Q



Expired


January 1, 2007

January 1, 2010

December 31, 2010


14.482006 1Q



100.00


April 1, 2007

April 1, 2010

December 31, 2011


14.992006 2Q



100.00


July 1, 2007

July 1, 2010

December 31, 2011


18.022006 3Q



100.00


October 1, 2007

October 1, 2010

December 31, 2011


15.372006 4Q



93.75


January 1, 2008

January 1, 2011

December 31, 2011


15.382007 1Q



87.50


April 1, 2008

April 1, 2011

December 31, 2011


17.002007
(1)


15 278 270



11 000



2007 2Q



81.25


July 1, 2008

July 1, 2011

December 31, 2012


18.392007 3Q



75.00


October 1, 2008

October 1, 2011

December 31, 2012


21.862007 4Q



68.75


January 1, 2009

January 1, 2012

December 31, 2012


27.532008 1Q



62.50


April 1, 2009

April 1, 2012

December 31, 2013


24.152008 2Q



56.25


July 1, 2009

July 1, 2012

December 31, 2013


19.162008 3Q



50.00


October 1, 2009

October 1, 2012

December 31, 2013


17.802008 4Q



43.75


January 1, 2010

January 1, 2013

December 31, 2013


12.432009 1Q



37.50


April 1, 2010

April 1, 2013

December 31, 2014


9.822009 2Q



31.25


July 1, 2010

July 1, 2013

December 31, 2014


11.182009 3Q



25.00


October 1, 2010

October 1, 2013

December 31, 2014


9.282009 4Q






January 1, 2011

January 1, 2014

December 31, 2014


8.762010 1Q






April 1, 2011

April 1, 2014

December 31, 2015


10.112010 2Q






July 1, 2011

July 1, 2014

December 31, 2015


8.862010 3Q






October 1, 2011

October 1, 2014

December 31, 2015


7.292010 4Q






January 1, 2012

January 1, 2015

December 31, 2015


7.59     (1)

    
    The Groups current global stock option plans have a
    vesting schedule with a 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. F-58




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   24.  Share-based
    payment (Continued)
   Total stock
    options outstanding at December 31,
    2010(1)
  Weighted average


Weightedexercise price


average shareNumber of shares


EUR(2)


price
    EUR(2)Shares under option at January 1, 2008


35 567 227



15.28Granted


3 767 163



17.44Exercised


3 657 985



14.21



22.15Forfeited


783 557



16.31Expired


11 078 983



14.96Shares under option at December 31, 2008


23 813 865



15.89Granted


4 791 232



11.15Exercised


104 172



6.18



9.52Forfeited


893 943



17.01Expired


4 567 020



13.55Shares under option at December 31, 2009


23 039 962



15.39Granted


6 708 582



8.73Exercised


39 772



2.20



9.44Forfeited


1 698 435



12.07Expired


6 065 041



13.97Shares under option at December 31, 2010


21 945 296



14.04Options exercisable at December 31, 2007 (shares)


21 535 000



14.66Options exercisable at December 31, 2008 (shares)


12 895 057



14.77Options exercisable at December 31, 2009 (shares)


13 124 925



16.09Options exercisable at December 31, 2010 (shares)


11 376 937



17.07     (1)

    
    Includes also stock options granted under other than global
    equity plans. For further information see Other equity
    plans for employees below.(2)

    
    The weighted average exercise price and the weighted average
    share price do not incorporate the effect of transferable stock
    option exercises during 2007 by option holders not employed by
    the Group.   F-59




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   24.  Share-based
    payment (Continued)
    Options outstandingWeighted average

Weightedremaining

averagecontractual life

exerciseExercise prices EUR

Number of shares

in years

price EUR0.94-9.82

6 201 937

5.00

8.6610.11-14.99

4 973 503

3.78

11.4615.37-19.16

10 681 907

1.61

18.2819.43-27.53

87 949

1.70

23.9621 945 296     2010

2009

2008Weighted average expected dividend yield

4.73%

3.63%

3.20%Weighted average expected volatility

52.09%

43.46%

39.92%Risk-free interest rate

1.52% - 2.49%

1.97% - 2.94%

3.15% - 4.58%Weighted average risk-free interest rate

1.78%

2.23%

3.65%Expected life (years)

3.59

3.60

3.55Weighted average share price, EUR

8.27

10.82

16.97       Performance
    shares
       F-60




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   24.  Share-based
    payment (Continued)
    Performance

Number ofshares outstanding

participants

PerformancePlan

at
    threshold(1)(2)

(approx.)

period

Settlement2007

0

5 000

2007-2009

20102008

0

5 000

2008-2010

20112009

2 469 189

5 000

2009-2011

20122010

3 243 580

4 000

2010-2012

2013     (1)

    
    Shares under performance share plan 2008 vested on
    December 31, 2010 and are therefore not included in the
    outstanding numbers.(2)

    
    Does not include 7 354 outstanding performance shares with
    deferred delivery due to leave of absence.    Threshold Performance


Maximum PerformanceAverage Annual





Average AnnualPlan




EPS(1)(2)


Net Sales
    Growth(1)


EPS(1)(2)


Net Sales
    Growth(1)EUR





EUR2007


Performance period


1.26



9.5
%


1.86



20
%2008


Performance period


1.72



4
%


2.76



16
%2009


Performance period


1.01



(5
)%


1.53



10
%2010


Performance period


0.82



0
%


1.44



13.5
%     (1)

    
    Both the EPS and Average Annual Net Sales Growth criteria have
    an equal weight of 50%.(2)

    
    The EPS for 2007 plan: basic reported. The EPS for 2008 plan:
    diluted excluding special items. The EPS for 2009 and 2010
    plans: diluted non-IFRS.  Performance Shares Outstanding at December 31,
    2010(1)
  Number of


Weightedperformance


average grantshares at


date fair valuethreshold


EUR(2)Performance shares at January 1,
    2008(5)


13 554 558Granted


2 463 033



13.35Forfeited


690 909Vested(3)(4)(6)


7 291 463Performance shares at December 31, 2008


8 035 219Granted


2 960 110



9.57Forfeited


691 325Vested(5)(7)


5 210 044Performance shares at December 31, 2009


5 093 960Granted


3 576 403



5.94Forfeited


1 039 908Vested(8)


1 910 332Performance shares at December 31, 2010


5 720 123  F-61




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   24.  Share-based
    payment (Continued)
    (1)

    
    Includes also performance shares granted under other than global
    equity plans. For further information see Other equity
    plans for employees below.(2)

    
    The fair value of performance shares is estimated based on the
    grant date market price of the Companys share less the
    present value of dividends, if any, expected to be paid during
    the vesting period.(3)

    
    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 equaling the threshold
    number were delivered in 2006. The final payout, in 2008, was
    adjusted by the shares delivered based on the Interim
    Measurement Period.(4)

    
    Includes also performance shares vested under other than global
    equity plans.(5)

    
    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, 3 980 572 Nokia shares equaling the threshold
    number were delivered in 2007. The performance shares related to
    the interim settlement of the 2005 Performance Share Plan are
    included in the number of performance shares outstanding at
    January 1, 2008 as these performance shares were
    outstanding until the final settlement in 2009. The final
    payout, in 2009, was adjusted by the shares delivered based on
    the Interim Measurement Period.(6)

    
    Includes performance shares under Performance Share Plan 2006
    that vested on December 31, 2008.(7)

    
    Includes performance shares under Performance Share Plan 2007
    that vested on December 31, 2009.(8)

    
    Includes performance shares under Performance Share Plan 2008
    that vested on December 31, 2010.    Restricted
    shares
       F-62




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   24.  Share-based
    payment (Continued)
  Restricted Shares Outstanding at December 31,
    2010(1)
  WeightedNumber of


average grantRestricted


date fair valueShares


EUR(2)Restricted Shares at January 1, 2008


5 995 329Granted(3)


4 799 543



13.89Forfeited


358 747Vested


2 386 728Restricted Shares at December 31, 2008


8 049 397Granted


4 288 600



7.59Forfeited


446 695Vested


2 510 300Restricted Shares at December 31, 2009


9 381 002Granted


5 801 800



6.85Forfeited


1 492 357Vested


1 330 549Restricted Shares at December 31,
    2010(4)


12 359 896     (1)

    
    Includes also restricted shares granted under other than global
    equity plans. For further information see Other equity
    plans for employees below.(2)

    
    The fair value of restricted shares is estimated based on the
    grant date market price of the Companys share less the
    present value of dividends, if any, expected to be paid during
    the vesting period.(3)

    
    Includes grants assumed under NAVTEQ Plan (as
    defined below).(4)

    
    Includes 849 800 restricted shares granted in Q4 2007 under
    Restricted Share Plan 2007 that vested on January 1, 2011.  Other equity
    plans for employees
         F-63




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   24.  Share-based
    payment (Continued)
    25.
    Deferred
    taxes  2010


2009EURm


EURmDeferred tax assets:Intercompany profit in inventory


76



77Tax losses carried forward


388



263Warranty provision


82



73Other provisions


268



315Depreciation differences and untaxed reserves


782



796Share-based compensation


21



15Other temporary differences


447



320Reclassification due to netting of deferred taxes


(468
)


(352
)Total deferred tax assets


1 596



1 507Deferred tax liabilities:Depreciation differences and untaxed reserves


(406
)


(469
)Fair value gains/losses


(13
)


(67
)Undistributed earnings


(353
)


(345
)Other temporary
    differences(1)


(718
)


(774
)Reclassification due to netting of deferred taxes


468



352Total deferred tax liabilities


(1 022
)


(1 303
)Net deferred tax assets


574



204The tax charged to equity:


(1
)


(13
)     (1)

    
    In 2010, other temporary differences include a deferred tax
    liability of EUR 542 million (EUR 744 million in
    2009) arising from purchase price allocation related to
    Nokia Siemens Networks and NAVTEQ.       F-64




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
  26.
    Accrued expenses
    and other liabilities  2010


2009EURm


EURmSocial security, VAT and other taxes


1 585



1 808Wages and salaries


619



474Deferred revenue


786



231Advance payments


1 172



546Other


3 203



3 445Total


7 365



6 504     27.
    Provisions  IPR


ProjectWarranty


Restructuring


infringements


losses


Tax


Other


TotalEURm


EURm


EURm


EURm


EURm


EURm


EURmAt January 1, 2009


1 375



356



343



245



460



813



3 592Exchange differences


(13
)






















(13
)Additional provisions


793



268



73



269



139



344



1 886Change in fair value






















(1
)


(1
)Changes in estimates


(178
)


(62
)


(9
)


(63
)


(325
)


(174
)


(811
)Charged to profit and loss account


615



206



64



206



(186
)


169



1 074Utilized during year


(1 006
)


(378
)


(17
)


(254
)


0



(280
)


(1 935
)At December 31, 2009


971



184



390



197



274



702



2 718   IPR


ProjectWarranty


Restructuring


infringements


losses


Tax


Other


TotalEURm


EURm


EURm


EURm


EURm


EURm


EURmAt January 1, 2010


971



184



390



197



274



702



2 718Exchange differences


40























40Additional provisions


888



228



106



239



40



238



1 739Changes in estimates


(43
)


(44
)


(15
)


(52
)


(13
)


(87
)


(254
)Charged to profit and loss account


845



184



91



187



27



151



1 485Utilized during year


(928
)


(173
)


(32
)


(177
)


(5
)


(338
)


(1 653
)At December 31, 2010


928



195



449



207



296



515



2 590   2010


2009EURm


EURmAnalysis of total provisions at December 31:Non-current


837



841Current


1 753



1 877    F-65




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   27.
    Provisions
    (Continued)              28.
    Earnings per
    share  2010


2009


2008Numerator/EURmBasic/Diluted:Profit attributable to equity holders of the parent


1 850



891



3 988Denominator/1000 sharesBasic:Weighted average shares


3 708 816



3 705 116



3 743 622Effect of dilutive securities:Performance shares


324



9 614



25 997Restricted shares


4 110



6 341



6 543Stock options






1



4 2014 434



15 956



36 741Diluted:Adjusted weighted average and assumed conversions


3 713 250



3 721 072



3 780 363  F-66




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   28.
    Earnings per
    share (Continued)      29.
    Commitments and
    contingencies  2010


2009EURm


EURmCollateral for our own commitmentsProperty under mortgages


18



18Assets pledged


5



13Contingent liabilities on behalf of Group companiesOther guarantees


1 262



1 350Contingent liabilities on behalf of other companiesOther guarantees


17



3Financing commitmentsCustomer finance
    commitments(1)


85



99Venture fund
    commitments(2)


238



293     (1)

    
    See also note 35 b).(2)

    
    See also note 35 a).      available-for-sale available-for-sale
       F-67




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   29.
    Commitments and
    contingencies (Continued)          30.
    Leasing
    contracts      OperatingleasesLeasing payments, EURm2011


2852012


2152013


1602014


1222015


82Thereafter


205Total


1 069     31.
    Related party
    transactions      F-68




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   31.
    Related party
    transactions (Continued)  2010

2009

2008EURm

EURm

EURmTransactions with associated companiesShare of results of associated companies


1



30



6Dividend income


1







6Share of shareholders equity of associated companies


61



35



21Sales to associated companies


15



8



59Purchases from associated companies


186



211



162Receivables from associated companies


3



2



29Liabilities to associated companies


22



31



8   Management
    compensation
  2008-2010
  2010

2009

2008Cash

Share-based



Cash

Share-based



Cash

Share-basedBase

incentive

compensation

Base

incentive

compensation

Base

incentive

compensationsalary

payments

Expense

salary

payments

expense

salary

payments

expenseEUR

EUR

EUR

EUR

EUR

EUR

EUR

EUR

EURStephen Elop 
    President and CEO from September 21, 2010


280 303



440 137



67 018























Olli-Pekka Kallasvuo President and CEO until September 20,
    2010


979 758



676 599



2 455 999
*


1 176 000



1 288 144



2 840 777



1 144 800



721 733



1 286 370     *
    
    The net negative share-based compensation expense of
    EUR 2 455 999 for Mr. Kallasvuo consisted of
    EUR 748 000 compensation for the fair market value of
    the 100 000 restricted Nokia shares granted to him in 2007,
    which were to vest on October 1, 2010, and reversal of the
    previously recognized share-based compensation expense, due to
    termination of Mr. Kallasvuos employment and
    forfeiture of his other equity grants.  2008-2010
 F-69




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   31.
    Related party
    transactions (Continued)  Board of
    Directors
    2010

2010

2009

2009

2008

2008Gross

Shares

Gross

Shares

Gross

SharesAnnual Fee

Received

Annual Fee

Received

Annual Fee

ReceivedEUR(1)



EUR(1)



EUR(1)Board of DirectorsJorma Ollila, Chairman


440 000



20 710



440 000



16 575



440 000



9 499Dame Marjorie Scardino,


150 000



7 058



150 000



5 649



150 000



3 238Vice ChairmanGeorg
    Ehrnrooth(2)










155 000



5 838



155 000



3 346Lalita D.
    Gupte(3)


140 000



6 588



140 000



5 273



140 000



3 022Bengt Holmström


130 000



6 117



130 000



4 896



130 000



2 806Henning Kagermann


130 000



6 117



130 000



4 896



130 000



2 806Olli-Pekka
    Kallasvuo(4)


130 000



6 117



130 000



4 896



130 000



2 806Per
    Karlsson(5)


155 000



7 294



155 000



5 838



155 000



3 346Isabel
    Marey-Semper(6)


140 000



6 588



140 000



5 273







Risto
    Siilasmaa(7)


155 000



7 294



140 000



5 273



140 000



3 022Keijo
    Suila(8)


130 000



6 117



130 000



4 896



140 000



3 022     (1)

    
    Approximately 40% of each Board members gross annual fee
    is paid in Nokia shares purchased from the market (included in
    the table under Shares Received) and the remaining
    approximately 60% of the gross annual fee is paid in cash.
    Further, it is Nokia policy that the directors retain all
    company stock received as director compensation until the end of
    their board membership, subject to the need to finance any costs
    relating to the acquisition of the shares, including taxes.(2)

    
    The 2009 and 2008 fees of Georg Ehrnrooth amounted to an annual
    total of EUR 155 000 each year indicated, consisting of a
    fee of EUR 130 000 for services as a member of the Board
    and EUR 25 000 for services as Chairman of the Audit
    Committee.(3)

    
    The 2010, 2009 and 2008 fees of Lalita Gupte amounted to an
    annual total of EUR 140 000 each year indicated,
    consisting of fee of EUR 130 000 for services as a
    member of the Board and EUR 10 000 for services as a
    member of the Audit Committee.(4)

    
    Olli-Pekka
    Kallasvuo left his position on the Nokia Board of Directors on
    September 10, 2010. This table includes fees paid to
    Olli-Pekka Kallasvuo for his services as a member of the Board,
    only.(5)

    
    The 2010, 2009 and 2008 fees of Per Karlsson amounted to an
    annual total of EUR 155 000 each year indicated,
    consisting of a fee of EUR 130 000 for services as a
    member of the Board and EUR 25 000 for services as Chairman
    of the Personnel Committee.(6)

    
    The 2010 and 2009 fees paid to Isabel Marey-Semper amounted to
    an annual total of EUR 140 000 each year indicated,
    consisting of a fee of EUR 130 000 for services as a
    member of the Board and EUR 10 000 for services as a member of
    the Audit Committee.(7)

    
    The 2010 fee of Risto Siilasmaa amounted to a total of EUR 155
    000, consisting of fee of EUR 130 000 for service as a
    member of the Board and EUR 25 000 for service as
    Chairman of the Audit Committee. The 2009 and 2008 fees of
    Risto Siilasmaa amounted to an annual total of EUR
    140 000 each year indicated, consisting of a fee of
    EUR 130 000 for services as a member of the Board and
    EUR 10 000 for services as a member of the Audit
    Committee. F-70




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   31.
    Related party
    transactions (Continued)   (8)

    
    The 2008 fee of Keijo Suila amounted to a total of
    EUR 140 000, consisting of a fee of
    EUR 130 000 for services as a member of the Board and
    EUR 10 000 for services as a member of the Audit
    Committee.  Pension
    arrangements of certain Group Executive Board Members
       F-71




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
  32.
    Notes to cash
    flow statements  2010


2009


2008EURm


EURm


EURmAdjustments for:Depreciation and amortization (Note 10)


1 771



1 784



1 617(Profit) loss on sale of property, plant and equipmentand
    available-for-sale
    investments


(193
)


(111
)


(11
)Income taxes (Note 12)


443



702



1 081Share of results of associated companies (Note 15)


(1
)


(30
)


(6
)Non-controlling interest


(507
)


(631
)


(99
)Financial income and expenses (Note 11)


191



265



2Transfer from hedging reserve to sales and cost of sales
    (Note 21)


(22
)


44



(445
)Impairment charges (Note 8)


110



1 009



149Asset retirements (Note 9, 13)


37



35



186Share-based compensation (Note 24)


47



16



74Restructuring charges


245



307



448Settlement of a pension plan (Note 5)










152Other income and expenses


(9
)






(124
)Adjustments, total


2 112



3 390



3 024Change in net working capitalDecrease (Increase) in short-term receivables


1 281



1 145



(534
)Decrease (Increase) in inventories


(512
)


640



321(Decrease) Increase in interest-free short-term borrowings


1 563



(1 698
)


(2 333
)Loans made to customers


17



53



Change in net working capital


2 349



140



(2 546
)      F-72




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   32.
    Notes to cash
    flow statements (Continued)   33.
    Subsequent
    events  Nokia outlines
    new strategy, introduces new leadership and operational
    structure
      profit-and-loss end-to-end
    Nokia Siemens
    Networks planned acquisition of certain wireless network
    infrastructure assets of Motorola
     F-73




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
  34.
    Principal Nokia
    Group companies at December 31, 2010  Parent


Groupholding


majority%


%US

Nokia Inc.






100.0DE

Nokia GmbH


100.0



100.0GB

Nokia UK Limited






100.0KR

Nokia TMC Limited


100.0



100.0CN

Nokia Telecommunications Ltd


4.5



83.9NL

Nokia Finance International B.V.


100.0



100.0HU

Nokia Komárom Kft


100.0



100.0IN

Nokia India Pvt Ltd


99.9



100.0IT

Nokia Italia S.p.A


100.0



100.0ES

Nokia Spain S.A.U


100.0



100.0RO

Nokia Romania SRL


100.0



100.0BR

Nokia do Brazil Technologia Ltda


99.9



100.0RU

OOO Nokia


100.0



100.0US

NAVTEQ Corp






100.0NL

Nokia Siemens Networks B.V.






50.0
(1)FI

Nokia Siemens Networks Oy






50.0DE

Nokia Siemens Networks GmbH & Co KG






50.0IN

Nokia Siemens Networks Pvt. Ltd.






50.0     (1)

    
    Nokia Siemens Networks B.V., the ultimate parent of the Nokia
    Siemens Network group, is owned approximately 50% by each of
    Nokia and Siemens and consolidated by Nokia. Nokia effectively
    controls Nokia Siemens Networks as it has the ability to appoint
    key officers and the majority of the members of its Board of
    Directors, and accordingly, Nokia consolidated Nokia Siemens
    Networks.    35.
    Risk
    Management  General risk
    management principles
       F-74




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   35.
    Risk Management
    (Continued)    Financial
    risks
      (a)
    Market
    Risk  Foreign exchange
    risk
    and/or
     F-75




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   35.
    Risk Management
    (Continued)    2010

USD


JPY


CNY


INREURm


EURm


EURm


EURmFX derivatives used as cashflow hedges (net
    amount)(1)


(140
)


521







(23
)FX derivatives used as net investment hedges (net
    amount)(2)


(642
)






(2 834
)


(702
)FX exposure from balance sheet items (net
    amount)(3)


(1 645
)


(245
)


(710
)


(218
)FX derivatives not designated in a hedge relationship and
    carried at fair value through profit and loss (net
    amount)(3)


26



645



2 129



(95
)Cross currency / interest rate hedges


408











   2009

USD


JPY


CNY


INREURm


EURm


EURm


EURmFX derivatives used as cashflow hedges (net
    amount)(1)


(1 767
)


663







(78
)FX derivatives used as net investment hedges (net
    amount)(2)


(969
)


(6
)


(983
)


(208
)FX exposure from balance sheet items (net
    amount)(3)


(464
)


(421
)


(1 358
)


80FX derivatives not designated in a hedge relationship and
    carried at fair value through profit and loss (net
    amount)(3)


(328
)


578



1 633



(164
)Cross currency / interest rate hedges


375











     (1)

    
    The FX derivatives are used to hedge the foreign exchange risk
    from forecasted highly probable cashflows related to sales,
    purchases and business acquisition activities. In some of the
    currencies, especially in US Dollar, Nokia has substantial
    foreign exchange risks in both estimated cash inflows and
    outflows, which have been netted in the table. See Note 21
    for more details on hedge accounting. The underlying exposures
    for which these hedges are entered into are not presented in the
    table, as they are not financial instruments as defined under
    IFRS 7.(2)

    
    The FX derivatives are used to hedge the Groups net
    investment exposure. The underlying exposures for which these
    hedges are entered into are not presented in the table, as they
    are not financial instruments as defined under IFRS 7.(3)

    
    The balance sheet items and some probable forecasted cash flows,
    which are denominated in foreign currencies, are hedged by a
    portion of FX derivatives not designated in a hedge relationship
    and carried at fair value through profit and loss.  Interest rate
    risk
      Value-at-Risk
 F-76




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   35.
    Risk Management
    (Continued)    2010


2009Fixed rate


Floating rate


Fixed rate


Floating rateEURm


EURm


EURm


EURmAssets


8 795



3 588



5 712



3 241Liabilities


(4 156
)


(992
)


(3 771
)


(1 403
)Assets and liabilities before derivatives


4 639



2 596



1 941



1 838Interest rate derivatives


1 036



(994
)


1 628



(1 693
)Assets and liabilities after derivatives


5 675



1 602



3 569



145   Equity price
    risk
    available-for-sale available-for-sale
      Value-at-Risk
  Value-at-Risk
         F-77




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   35.
    Risk Management
    (Continued)    FX risk
    
    FX exposures from outstanding balance sheet items and other FX
    derivatives carried at fair value through profit and loss, which
    are not in a hedge relationship and are mostly used for hedging
    balance sheet FX exposure.
    FX derivatives designated as forecasted cash flow hedges and net
    investment hedges. Most of the VaR is caused by these
    derivatives as forecasted cash flow and net investment exposures
    are not financial instruments as defined under IFRS 7 and thus
    not included in the VaR calculation.  Table 1 Foreign
    exchange positions
    Value-at-Risk
  VaR from financial instruments2010


2009EURm


EURmAt December 31


245



190Average for the year


223



291Range for the year


174-299



160-520   Interest rate
    risk
    Table 2 Treasury
    investment and debt portfolios
    Value-at-Risk
  2010


2009EURm


EURmAt December 31


45



41Average for the year


43



33Range for the year


33-63



4-52   Equity price
    risk
    (b)
    Credit
    Risk   F-78




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   35.
    Risk Management
    (Continued)    2010


2009EURm


EURmFinancial guarantees given on behalf of customers and other
    third parties






Loan commitments given but not used


85



9985



99   Business Related
    Credit Risk
             F-79




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   35.
    Risk Management
    (Continued)    2010


2009EURm


EURmPast due 1-30 days


239



393Past due
    31-180 days


131



170More than 180 days


102



116472



679         Financial Credit
    Risk
       F-80




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   35.
    Risk Management
    (Continued)  Fixed income and
    money-market
    investments1,

    2, 3
 EUR million
  
  (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
    investments and investments at fair value through profit and
    loss. Liquidity funds invested solely in government securities
    are included under Governments. Other liquidity funds are
    included under Banks.(2)
    Included within fixed income and
    money-market investments is EUR 37 million of restricted
    investment at December 31, 2010 (EUR 48 million at
    December 31, 2009). They are restricted financial assets
    under various contractual or legal obligations.(3)
    Bank parent company ratings used
    here for bank groups. In some emerging markets countries, actual
    bank subsidiary ratings may differ from parent company rating.    (c)  Liquidity
    Risk
         F-81




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   35.
    Risk Management
    (Continued)    Borrower(s):
  Nokia Corporation:

USD 1 923 million Revolving Credit Facility, maturing 2012Nokia Siemens Networks Finance B.V. and Nokia Siemens Networks
    Oy:

EUR 2 000 million Revolving Credit Facility, maturing 2012           Issuer(s):

Program

IssuedNokia Corporation:

Shelf registration statement on file with the US Securities and
    Exchange Commission

USD 1 500 millionNokia Corporation:

Local commercial paper program in Finland, totaling EUR 750
    million

Nokia Corporation:

US Commercial Paper (USCP) program, totaling USD 4 000 million

USD 500 millionNokia Corporation and Nokia FinanceInternational B.V.:

Euro Commercial Paper (ECP) program, totaling USD 4 000 million

Nokia Siemens Networks Finance B.V.:

Local commercial paper program in Finland, totaling EUR 500
    million

EUR 245 million  F-82




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   35.
    Risk Management
    (Continued)   Line-by-line
  Due between 3andDue within


12


Due between 1


Due between 3


Due beyondAt 31 December 2010

3 months


months


and 3 years


and 5 years


5 yearsEURm


EURm


EURm


EURm


EURmNon-current financial assetsAvailable-for-sale
    investments






3



3



35



Long-term loans receivable










59



8



1Other non-current assets










2







Current financial assetsCurrent portion of long-term loans receivable


9



33











Short-term loans receivable






1











Investments at fair value through profit and loss


10



18



322



44



1 043Available-for-sale
    investment


7 904



1 229



163



97



77Cash


1 951















Cash flows related to derivative financial assets net settled :Derivative contracts  receipts


72



(53
)


38



47



(276
)Cash flows related to derivative financial assets gross settled:Derivative contracts  receipts


14 136



3 718



456



123



253Derivative contracts  payments


(14 075
)


(3 704
)


(457
)


(128
)


(247
)Accounts
    receivable(1)


5 476



838



21







Non-current financial liabilitiesLong-term liabilities


(119
)


(90
)


(839
)


(2 351
)


(2 596
)Current financial liabilitiesCurrent portion of long-term loans


(2
)


(125
)










Short-term liabilities


(849
)


(73
)










Cash flows related to derivative financial liabilities net
    settled:(5)Derivative contracts  payments


(3
)










5



58Cash flows related to derivative financial liabilities gross
    settled:(5)Derivative contracts  receipts


18 836



3 506



655



310



450Derivative contracts  payments


(19 085
)


(3 545
)


(651
)


(295
)


(420
)Other financial
    liabilities(4)


(88
)














Accounts payable


(5 942
)


(155
)


(9
)






Contingent financial assets and liabilitiesLoan commitments given
    undrawn(2)


(27
)


(38
)


(20
)






Loan commitments obtained
    undrawn(3)


50







3 355







  F-83




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##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   35.
    Risk Management
    (Continued)   Due between 3Due within


and 12


Due between 1


Due between 3


Due beyondAt 31 December 2009

3 months


months


and 3 years


and 5 years


5 yearsEURm


EURm


EURm


EURm


EURmNon-current financial assetsLong-term loans receivable










36



6



4Other non-current assets










3



1



1Current financial assetsCurrent portion of long-term loans receivable


4



11











Short-term loans receivable


1



1











Investments at fair value through profit and loss


3



22



29



515



139Available-for-sale
    investment


6 417



322



290



110



116Cash


1 142















Cash flows related to derivative financial assets net settled :Derivative contracts  receipts


88



(47
)


80



110



27Cash flows related to derivative financial assets gross settled:Derivative contracts  receipts


14 350



1 067











Derivative contracts  payments


(14 201
)


(1 037
)










Accounts
    receivable(1)


5 903



1 002



73







Non-current financial liabilitiesLong-term liabilities


(124
)


(96
)


(594
)


(2 973
)


(2 596
)Current financial liabilitiesCurrent portion of long-term loans


(3
)


(41
)










Short-term liabilities


(628
)


(100
)










Cash flows related to derivative financial liabilities net
    settled:(5)Derivative contracts  payments


(1
)


(4
)


(11
)


(3
)


55Cash flows related to derivative financial liabilities gross
    settled:
    (5)Derivative contracts  receipts


14 529



1 444



45



292



466Derivative contracts  payments


(14 652
)


(1 455
)


(36
)


(279
)


(469
)Accounts payable


(4 873
)


(74
)


(3
)






Contingent financial assets and liabilitiesLoan commitments given
    undrawn(2)


(59
)


(40
)










Loan commitments obtained
    undrawn(3)










2 841







     (1)

    
    Accounts receivable maturity analysis does not include accrued
    receivables and receivables accounted based on the percentage of
    completion method of EUR 1 235 million (2009:
    EUR 1 004 million).(2)

    
    Loan commitments given undrawn have been included in the
    earliest period in which they could be drawn or called.(3)

    
    Loan commitments obtained undrawn have been included based on
    the period in which they expire.(4)

    
    Other financial liabilities in 2010 (EUR 0 million in
    2009) include EUR 88 million non-derivative short term
    financial liabilities disclosed in Note 16. F-84




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##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   35.
    Risk Management
    (Continued)   (5)

    
    In 2010 the Group has changed the presentation of certain
    derivatives from net settled to gross settled, to better reflect
    the nature of the contracts. The 2009 numbers have been aligned
    with the new presentation. The net cash flows for each time
    buckets remain the same.    Hazard
    risk
     F-85




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##### Table of Contents



SIGNATURES
  Form 20-F
    By:
    /s/  ANJA
    KORHONEN   Title:
    Senior Vice President, Corporate Controller  By:
    /s/  KAARINA
    STÅHLBERG   Title:
    Vice President, Assistant General Counsel