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