As filed with the Securities and Exchange Commission on August 23, 2005
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F/A
(Amendment No. 1)
| ¨ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number: 1-14932
UPM-Kymmene Oyj
(Exact name of Registrant as specified in its charter)
UPM-Kymmene Corporation
(Translation of Registrant’s name into English)
The Republic of Finland
(Jurisdiction of incorporation or organization)
Eteläesplanadi 2
FIN-00130 Helsinki
Finland
358-204 15111
(Address and telephone number of principal executive offices)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class: | Name of each exchange on which registered: | |
| Ordinary shares, with no nominal value, represented by American Depositary Shares | New York Stock Exchange, Inc. |
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Number of ordinary shares outstanding on December 31, 2004: 524,320,252
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesx No¨
Indicate by check mark which financial statement item the registrant has elected to follow. Item 17¨ Item 18x
Explanatory Note
This Amendment No. 1 to our annual report on Form 20-F for the fiscal year ended December 31, 2004 (the “Amendment No. 1”), filed on August 23, 2005, is being filed solely for the purpose of amending Item 15 to clarify the opinion of our President and Chief Executive Officer and of our Executive Vice President and Chief Financial Officer with respect to the effectiveness of our internal controls over financial reporting as of December 31, 2004. We hereby replace Item 15 on page 87 of the Form 20-F filed on May 26, 2005 with the amended Item 15 included in this Amendment No. 1.
This Amendment No. 1 consists of a cover page, this explanatory note, Item 15 (as amended), the signature page and the required certifications of our Chief Executive Officer and Chief Financial Officer.
This Amendment No. 1 speaks as of the filing date of our annual report on Form 20-F for the fiscal year ended December 31, 2004, filed on May 26, 2005, except for the certifications which speak as of their respective dates and the filing date of this Amendment No. 1. Other than for the purpose of amending Item 15, this Amendment No. 1 does not, and does not purport to, amend, update or restate the information in any other item of the annual report on Form 20-F filed on May 26, 2005.
TABLE OF CONTENTS
Item 15. Controls and Procedures
EXHIBIT 12.1
EXHIBIT 12.2
EXHIBIT 13
| Item 15. | Controls and Procedures |
Our management, under the supervision of and with the participation of our President and Chief Executive Officer and our Executive Vice President and Chief Financial Officer, has evaluated the effectiveness of the Group’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) on December 31, 2004. Based on such evaluation, our President and Chief Executive Officer and our Executive Vice President and Chief Financial Officer have concluded that because of the U.S. GAAP restatement described below (which has been identified as a material weakness in our internal controls over financial reporting), the Group’s disclosure controls and procedures were not effective as of December 31, 2004 to ensure that material information relating to the Group was made known to them by others within the Group, particularly during the period in which this annual report was being prepared.
In connection with the preparation of our financial statements and our annual report on Form 20-F for the year ended December 31, 2004, we were provided with additional information relating to the U.S. GAAP reporting of the financial statements of one of our associated companies accounted for in our financial statements using the equity method. This information indicated that the associated company, Pohjolan Voima Oy, or PVO, which prepares its statutory financial statements in accordance with generally accepted accounting standards in Finland, had not previously provided us information as to the effect of the adoption of FASB Statement No.143, “Accounting for Asset Retirement Obligations,” or FAS 143.
Consequently, we have restated our 2003 consolidated financial statements in accordance with U.S. GAAP to reflect the adoption of FAS 143 for PVO as of January 1, 2003, as discussed in more detail in Note 40 to our audited financial statements included elsewhere in this annual report. The restatement increased our net income and shareholders’ equity by €75 million. Furthermore, we are in the process of taking additional measures with which we expect to obtain further detailed U.S. GAAP information from our associated companies. We also plan to supplement our U.S. GAAP expertise and resources in the next year.
There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of such controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their controls objectives. Acknowledging this, we have designed our disclosure controls and procedures to provide such reasonable assurance.
There were no significant changes in the Group’s internal controls over financial reporting that occurred during the year ended December 31, 2004 that have materially affected, or are reasonably likely to materially affect, the Group’s internal control over financial reporting. However, in connection with the material weakness in internal control over financial reporting discussed above, we are currently in the process of taking the steps described above to remediate the material weakness.
87
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
Date: August 22, 2005
| UPM-KYMMENE CORPORATION | ||||
| By: | /s/ Jouko Taipale | |||
Name: | Jouko Taipale | |||
Title: | Senior Vice President, Financial Control | |||
| By: | /s/ Olavi Kauppila | |||
Name: | Olavi Kauppila | |||
Title: | Senior Vice President, Investor Relations | |||
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