Securities Exchange Act
Washington, D.C
Annual report pursuant to or 15d
For the transition period from
Explanatory Note
Table of Contents
Item 9A
Part
Item 1. Business Overview
Developments in 2003
Business environment
Page
Other business developments
Strategic plan
2003
Networking
Networking solutions
Networking solutions
Network components
Wireless Networks
Products
Product development
Network access
Core networking
Markets
Customers
Enterprise Networks
Circuit and packet voice solutions
Competition
Data networking and security solutions
Wireline Networks
Circuit and packet voice solutions
Markets
Optical Networks
Product development
Markets
Sales and distribution
Backlog
Product standards, certification and regulations
Sources and availability of materials
Seasonality
Strategic alliances, acquisitions and minority investments
Research and development
Intellectual property
Employee relations
Environmental matters
Financial information by geographic area
Working capital
Risk factors
Number of Sites Owned Leased
Item 2. Properties
Type of Site
Geographic Locations
Item 3. Legal Proceedings
Page
Page
Environmental matters
Item 4. Submission of Matters to a Vote of Security Holders
High Low
Sales of unregistered securities
Dividends
Canadian tax matters
Dividends
Item 6. Selected Financial Data Unaudited
2003 2002 2001 2000
Revenues and cost of revenues adjustments
Total
Other adjustments
Business overview
Accounting changes and recent accounting pronouncements
Our business
Business overview
Our segments
Our business environment
How we measure performance
Our strategic plan and outlook
Consolidated results summary
Comprehensive Review and First Restatement
Second Restatement
Independent Review
Years ended December 31, 2002
Revenues and cost of revenues
Special charges
Foreign exchange
Intercompany balances
Other
Reclassifications
First, second and third quarters
Dis operations
Page
Revenues and cost of revenues
Intercompany balances
Personnel actions
Revenue Independent Review
EDC Support Facility
Credit facilities and security agreements
Debt securities
Regulatory actions and pending litigation
Shelf registration statement
Credit ratings
Stock-based compensation plans
Other business developments
Evolution of our supply chain strategy
Shareholder rights plan
Sale of Entrust shares
Ownership adjustment in our French and German operations
Customer financing commitments
Real estate
Segment revenues
Results of operations continuing operations
Customer financing arrangements
Geographic revenues
2002 vs
2003 vs
2004
Wireless Networks revenues
2002 vs
Enterprise Networks revenues
2002 vs
Wireline Networks revenues
Optical Networks revenues
2002 vs
Segment gross profit and gross margin
Wireless Networks
Gross profit and gross margin
For the years ended December 2003 vs 2002 vs 2001
Enterprise Networks
Wireline Networks
Optical Networks
Operating expenses
Selling, general and administrative expense
Segment selling, general and administrative expense
For the years ended December 2003 vs 2002 vs 2001 $ Change
Research and development expense
Segment research and development expense
Amortization of intangibles
Segment contribution margin
Segment Management EBT
Deferred stock option compensation
Special charges
Page
Gain loss on sale of businesses and assets
Other income expense net
Income tax benefit expense
Results of operations dis operations
Interest expense
Net earnings loss from continuing operations
Cash flows
Liquidity and capital resources
2003 2002
Page
Uses of liquidity
Outsourcing contracts
Contractual cash obligations
Purchase obligations
Obligations under special charges
Pension, post-retirement and post-employment obligations
JDS purchase arrangement
Customer financing
Other long-term liabilities reflected on the balance sheets
Sources of liquidity
Joint ventures/minority interests
Dis operations
Credit facilities
Shelf registration statement and base shelf prospectus
Credit ratings
Off-balance sheet arrangements
Bid, performance related and other bonds
Other indemnifications or guarantees
Application of critical accounting estimates
Revenue recognition
Provisions for doubtful accounts
Provisions for inventory
Income taxes
Tax asset valuation
Tax contingencies
Goodwill valuation
Pension and post-retirement benefits
Special charges
Change in Assumption
Other contingencies
Accounting changes and recent accounting pronouncements
Accounting changes
Recent accounting pronouncements
Market risk
Equity price risk
Risk factors/forward looking statements
Legal proceedings
Risks relating to our restatements and related matters
Page
Operations, financial condition and liquidity
Page
Page
Page
Page
Risks relating to our business
Page
Page
Page
Page
104
Page
Page
Page
Page
Page
Page
Page
Index to Consolidated Financial Statements
Report of Independent Registered Chartered Accountants
Nortel Networks Corporation
Consolidated Balance Sheets as of December
Assets
Total comprehensive income loss for the year
Cash flows from used in operating activities
Basis of presentation
Nortel Networks Corporation
Significant accounting policies
Principles of consolidation
Translation of foreign currencies
Revenue recognition
Research and development
Cash and cash equivalents
Income taxes
Earnings loss per common share
Restricted cash and cash equivalents
Investments
Receivables sales
Plant and equipment
Long-lived assets held and used
Goodwill
Pension, post-retirement and post-employment benefits
Warranty costs
Intangible assets
Derivative financial instruments
Stock-based compensation
Weighted-average stock option fair value per option granted
2003 2002 2001 Black-Scholes weighted-average assumptions
2003 2002 2001
Comparative figures
Recent accounting pronouncements
First Restatement
Restatement
Second Restatement
Page
Page
121 Total restatement adjustments 289 183 314 272
Page
Revenues and cost of revenues
Application of SAB 101 or SOP
Revenue recognition adjustments
Other adjustments
Revenues Cost of revenues 2002 2001
Reseller transactions
Other revenue recognition adjustments
Presentation errors
Foreign exchange
Intercompany transaction designation
Other errors
Functional currency designation
Goodwill impairment 980 Nplc business acquisition
Other special charges
Goodwill impairment other acquisitions
Other
Cost of revenues
Selling, general and administrative expense
2002 2001 Other adjustments
Research and development expense
Income taxes and minority interests
Other income expense net
Interest expense
Reclassifications
Dis operations
Decrease to net loss on disposal of operations net of tax
Other adjustments
Balance sheet
Consolidated Balance Sheet as of December 31
Guarantees
Accounting changes
Asset retirement obligations
Consolidation of variable interest entities
Page
Stock-based compensation
Determining whether an arrangement contains a lease
Pensions and other post-retirement benefits
Accounting for goodwill and other intangible assets
23,270
Consolidated financial statement details
Derivative financial instruments
Consolidated statements of operations
Inventories net
Consolidated balance sheets
Accounts receivable net
Other current assets
Intangible assets net
Wireless Enterprise Wireline
Goodwill
Other accrued liabilities
Minority interests in subsidiary companies
Interest and taxes paid recovered
Other liabilities
Change in operating assets and liabilities
Receivables sales
Segment information General description
2003 2002 2001 Revenues
Segments
Product revenues
Contribution margin
Geographic information
Long-lived assets
Special charges
Year ended December 31
January
Accrued Costs Payments Adjustments Balance as Incurred Made
During December 2003 Lease costs a
Year ended December 31
Income taxes
2003 2002 2001
Net Operating Capital Tax Losses
Employee benefit plans
Credits b Total
Page
2003 2002 Change in benefit obligation
Change in plan assets
Allocation of net pension expense
2003 2002 2001 Pension expense
Defined benefit plans 20032002
2003 2002 2001 Post-retirement benefit cost
2003 2002 Target Actual
Page
Acquisition Price Goodwill Technology
Other acquisitions
Net tangible Deferred Closing date Purchase
Compensation
Sale of Arris Group, Inc. investment
Service commerce operations
Divestitures
High speed module operations
Long-term debt, credit and support facilities
Sale of Clarify
Closures
Long-term debt
Credit facilities
Risk management
Support facility
Financial instruments and hedging activities
Foreign currency risk
2003 2002 Interest rate swap contracts
Equity price risk
Fair value
Cross currency coupon swap contracts
Receivables sales
Credit risk
Other derivatives
Fair
Business sale and business combination agreements
Guarantees
Intellectual property indemnification obligations
Lease agreements
Third party debt agreements
Commitments
Other indemnification agreements
Product warranties
Bid, performance related and other bonds
Customer financing
Venture capital financing
Operating Outsourcing
Purchase commitments
Operating leases and other commitments
Leases Contracts Charges Income
Restricted cash and cash equivalents
Capital stock Common shares
Prepaid forward purchase contracts
Shareholder rights plan
Preferred shares
Dividends
Earnings loss per common share
Accumulated other comprehensive loss
Stock-based compensation plans Stock options
Maximum
Restricted stock unit plan
Options
Directors’ deferred share compensation plans
Employee stock purchase plans
Dis operations
Activity
2003 2002 2001 Cash flows from used in dis operations
Activity
Related party transactions
Contingencies
Page
Page
Environmental matters
Subsequent events
EDC Support Facility
Credit facilities and security agreements
Stock-based compensation plans
Directory and operator services business
Debt securities
Stock exchanges
Evolution of Nortel Networks supply chain strategy
Supplemental consolidating financial information
Nortel Non
Nortel Non
612 450 15,364 380
Supplemental Consolidating Balance Sheets as of December 31
182 240 413 388 262 16,961
Nortel Non Networks
818 592 487 525 768
572 111 648 206
Quarterly Financial Data Unaudited
Report of Independent Registered Chartered Accountants
Charged
Schedule Consolidated
Additions
Beginning To costs End
Item 9A. Controls and Procedures
114
Scope of the Independent Review
Summary of Findings of the Independent Review
Page
Page
Page
Governing Principles for Remedial Measures
Page
Page
Page
Page
Additional Background
Page
Second Restatement Independent Review
Second Restatement Process
Page
Fixed or determinable fees-An increase of $133 million
Page
Principal Adjustments
Page
Page
Revenue Independent Review
Remedial Measures
Page
Name Age Position with the Company
Page
Page
Page
Year
Name and age Office and position currently held Appointment
Subsequent appointment
Audit committee
Beneficial ownership reporting compliance
Audit committee financial expert
Code of ethics and other corporate governance matters
Item 11. Executive Compensation
Summary compensation table
Annual Compensation
Long Term Compensation Name Principal Position
Year
Salary Bonus
147
148
149
150
Annual cash incentive awards
Option grants in 2004
In-the-Money
Common
Value of Unexercised
Realized $ Exercisable
152
Dunn Debon Spradley Bolouri DeRoma
Exercisable Unexercisable
Long-term incentive plans awards in last two fiscal years
Maturation or Payout Threshold# Target# Maximum# #12
Retirement plans
Page
Total Earnings
Certain employment arrangements
Page
Compensation of directors
Compensation committee interlocks and insider participation
Security ownership of directors and management
Name of Beneficial Owner
Title of Class of Security
163
Equity compensation plan information
Plan category
Item 13. Certain Relationships and Related Transactions
Indebtedness of management
Audit Fees
Item 14. Principal Accountant Fees and Services
Table of Indebtedness of Directors and Executive Officers
January 1
Tax Fees
Audit-Related Fees
All Other Fees
Reports on Form 8-K
Page
Page
Page
Exhibit
Exhibit Index
Number Description
Number Description
Number Description
Number Description
Number Description
Number Description
Subsidiary of Nortel Networks Limited
Report of Independent Registered Public Accounting Firm
182
183
184
Nortel Networks S.A
Nortel Networks S.A
Use of estimates
Research and development
Cash and cash equivalents
Plant and equipment
State sponsored pension plans
Financial instruments
192
Restatement
Reported
Second Pooling Previously
Interest
Restated
Accruals
Interest Pooled Reported
2002 2001 Increase decrease of cost of revenues
Accruals and provisions
Net increase decrease to net loss
Net increase decrease of cost of revenues
2002 2001 Increase decrease of research and development
Other expenses
Related party transactions
Net increase decrease of research and development
Related party out of balances
Residual profit sharing
Related party revenues and cost of revenues
Plant and equipment
Costs of revenues, research and development expense
Interest on long- term debt
Guarantees
Consolidated Balance Sheets as of December 31
Asset retirement obligations
Consolidation of variable interest entities
Stock-based compensation
Determining whether an arrangement contains a lease
Accounting for goodwill and other intangible assets
Derivative financial instruments
204
Investment at cost net
Wireless
Wireline Optical
Networks
Long-term debt
Segment information General description
Major customers
2003 2002 2001 External revenues
Geographic information
Long-lived assets
Contract
Expected sublease revenue on leases
Income taxes
Nortel Networks France
Acquisitions and divestitures Acquisitions
Northern Telecom France
Matra Nortel Communication Distribution
Other profit sharing agreements
Sale of investment
Royalties
Financing transactions
Financial instruments
Share pledge
Joint ventures/minority interests/disposed business
Shareholders’ equity
Leases Contracts
Plan a
Outstanding Weighted Options
Nortel Networks Company Savings Plan
Security agreements
Page
Signatures
Directors