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Reliant FORM 10-K manual Signatures

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brampton, Ontario, Canada on the 10th day of January, 2005.

	NORTEL NETWORKS CORPORATION
By:	/s/ WILLIAM A. OWENS
	(William A. Owens, President and
	Chief Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on the 10th day of January, 2005.

	Signature	Title

	Principal Executive Officer
	/s/ WILLIAM A. OWENS	President and Chief Executive Officer, and a
		Director
	(WILLIAM A. OWENS)	Director
	(WILLIAM A. OWENS)
	Principal Financial Officer
	/s/ WILLIAM R. KERR	Chief Financial Officer

	(WILLIAM R. KERR)
	Principal Accounting Officer
	/s/ MARYANNE E. PAHAPILL	Controller

	(MARYANNE E. PAHAPILL)
		223

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Reliant FORM 10-K manual Signatures

Contents

Securities Exchange Act Washington, D.CAnnual report pursuant to or 15d For the transition period fromExplanatory Note Table of Contents Item 9A Part Item 1. Business OverviewDevelopments in 2003 Business environmentPage Other business developments Strategic plan2003 Networking Networking solutionsNetworking solutions Network componentsWireless Networks ProductsProduct development Network accessCore networking Markets CustomersEnterprise Networks Circuit and packet voice solutionsCompetition Data networking and security solutions Wireline Networks Circuit and packet voice solutions Markets Optical Networks Product development Markets Sales and distribution BacklogProduct standards, certification and regulations Sources and availability of materialsSeasonality Strategic alliances, acquisitions and minority investmentsResearch and development Intellectual propertyEmployee relations Environmental matters Financial information by geographic areaWorking capital Risk factorsNumber of Sites Owned Leased Item 2. PropertiesType of Site Geographic LocationsItem 3. Legal Proceedings Page Page Environmental matters Item 4. Submission of Matters to a Vote of Security Holders High LowSales of unregistered securities DividendsCanadian tax matters DividendsItem 6. Selected Financial Data Unaudited 2003 2002 2001 2000 Revenues and cost of revenues adjustments TotalOther adjustments Business overview Accounting changes and recent accounting pronouncements Our business Business overviewOur segments Our business environment How we measure performance Our strategic plan and outlook Consolidated results summary Comprehensive Review and First RestatementSecond Restatement Independent ReviewYears ended December 31, 2002 Revenues and cost of revenues Special charges Foreign exchangeIntercompany balances OtherReclassifications First, second and third quartersDis operations Page Revenues and cost of revenues Intercompany balances Personnel actions Revenue Independent ReviewEDC Support Facility Credit facilities and security agreements Debt securitiesRegulatory actions and pending litigation Shelf registration statementCredit ratings Stock-based compensation plansOther business developments Evolution of our supply chain strategyShareholder rights plan Sale of Entrust shares Ownership adjustment in our French and German operationsCustomer financing commitments Real estateSegment revenues Results of operations continuing operationsCustomer financing arrangements Geographic revenues2002 vs 2003 vs2004 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 NetworksGross profit and gross margin For the years ended December 2003 vs 2002 vs 2001Enterprise Networks Wireline NetworksOptical Networks Operating expenses Selling, general and administrative expenseSegment selling, general and administrative expense For the years ended December 2003 vs 2002 vs 2001 $ ChangeResearch and development expense Segment research and development expense Amortization of intangibles Segment contribution marginSegment Management EBT Deferred stock option compensationSpecial charges Page Gain loss on sale of businesses and assets Other income expense netIncome tax benefit expense Results of operations dis operationsInterest expense Net earnings loss from continuing operationsCash flows Liquidity and capital resources2003 2002 Page Uses of liquidity Outsourcing contracts Contractual cash obligationsPurchase obligations Obligations under special chargesPension, post-retirement and post-employment obligations JDS purchase arrangementCustomer financing Other long-term liabilities reflected on the balance sheetsSources of liquidity Joint ventures/minority interestsDis operations Credit facilitiesShelf registration statement and base shelf prospectus Credit ratings Off-balance sheet arrangementsBid, performance related and other bonds Other indemnifications or guarantees Application of critical accounting estimates Revenue recognitionProvisions for doubtful accounts Provisions for inventory Income taxes Tax asset valuationTax contingencies Goodwill valuationPension and post-retirement benefits Special charges Change in AssumptionOther contingencies Accounting changes and recent accounting pronouncementsAccounting changes Recent accounting pronouncements Market risk Equity price risk Risk factors/forward looking statements Legal proceedingsRisks 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 AssetsTotal comprehensive income loss for the year Cash flows from used in operating activities Basis of presentation Nortel Networks CorporationSignificant accounting policies Principles of consolidationTranslation of foreign currencies Revenue recognitionResearch and development Cash and cash equivalents Income taxesEarnings loss per common share Restricted cash and cash equivalentsInvestments Receivables salesPlant and equipment Long-lived assets held and used GoodwillPension, post-retirement and post-employment benefits Warranty costsIntangible assets Derivative financial instrumentsStock-based compensation Weighted-average stock option fair value per option granted 2003 2002 2001 Black-Scholes weighted-average assumptions2003 2002 2001 Comparative figures Recent accounting pronouncementsFirst Restatement RestatementSecond 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 adjustmentsOther adjustments Revenues Cost of revenues 2002 2001Reseller transactions Other revenue recognition adjustmentsPresentation errors Foreign exchangeIntercompany transaction designation Other errorsFunctional currency designation Goodwill impairment 980 Nplc business acquisitionOther special charges Goodwill impairment other acquisitionsOther Cost of revenues Selling, general and administrative expense2002 2001 Other adjustments Research and development expenseIncome taxes and minority interests Other income expense netInterest expense ReclassificationsDis operations Decrease to net loss on disposal of operations net of taxOther adjustments Balance sheetConsolidated Balance Sheet as of December 31 GuaranteesAccounting changes Asset retirement obligations Consolidation of variable interest entitiesPage Stock-based compensation Determining whether an arrangement contains a leasePensions and other post-retirement benefits Accounting for goodwill and other intangible assets23,270 Consolidated financial statement details Derivative financial instrumentsConsolidated statements of operations Inventories net Consolidated balance sheetsAccounts receivable net Other current assetsIntangible assets net Wireless Enterprise WirelineGoodwill Other accrued liabilitiesMinority interests in subsidiary companies Interest and taxes paid recoveredOther liabilities Change in operating assets and liabilitiesReceivables sales Segment information General description2003 2002 2001 Revenues SegmentsProduct revenues Contribution marginGeographic information Long-lived assetsSpecial charges Year ended December 31January Accrued Costs Payments Adjustments Balance as Incurred MadeDuring December 2003 Lease costs a Year ended December 31 Income taxes 2003 2002 2001 Net Operating Capital Tax Losses Employee benefit plansCredits b Total Page 2003 2002 Change in benefit obligation Change in plan assetsAllocation of net pension expense 2003 2002 2001 Pension expenseDefined benefit plans 20032002 2003 2002 2001 Post-retirement benefit cost 2003 2002 Target ActualPage Acquisition Price Goodwill Technology Other acquisitionsNet tangible Deferred Closing date Purchase CompensationSale of Arris Group, Inc. investment Service commerce operationsDivestitures High speed module operationsLong-term debt, credit and support facilities Sale of ClarifyClosures Long-term debtCredit facilities Risk management Support facilityFinancial instruments and hedging activities Foreign currency risk2003 2002 Interest rate swap contracts Equity price riskFair value Cross currency coupon swap contractsReceivables sales Credit riskOther derivatives FairBusiness sale and business combination agreements GuaranteesIntellectual property indemnification obligations Lease agreements Third party debt agreementsCommitments Other indemnification agreementsProduct warranties Bid, performance related and other bondsCustomer financing Venture capital financingOperating Outsourcing Purchase commitmentsOperating leases and other commitments Leases Contracts Charges IncomeRestricted cash and cash equivalents Capital stock Common sharesPrepaid forward purchase contracts Shareholder rights plan Preferred sharesDividends Earnings loss per common shareAccumulated other comprehensive loss Stock-based compensation plans Stock optionsMaximum Restricted stock unit plan OptionsDirectors’ deferred share compensation plans Employee stock purchase plansDis operations Activity 2003 2002 2001 Cash flows from used in dis operationsActivity Related party transactions ContingenciesPage Page Environmental matters Subsequent events EDC Support Facility Credit facilities and security agreements Stock-based compensation plans Directory and operator services businessDebt securities Stock exchangesEvolution 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 ConsolidatedAdditions Beginning To costs EndItem 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 AppointmentSubsequent appointment Audit committee Beneficial ownership reporting complianceAudit committee financial expert Code of ethics and other corporate governance mattersItem 11. Executive Compensation Summary compensation tableAnnual Compensation Long Term Compensation Name Principal PositionYear Salary Bonus147 148 149 150 Annual cash incentive awards Option grants in 2004In-the-Money CommonValue of Unexercised Realized $ Exercisable152 Dunn Debon Spradley Bolouri DeRoma Exercisable UnexercisableLong-term incentive plans awards in last two fiscal years Maturation or Payout Threshold# Target# Maximum# #12Retirement plans Page Total Earnings Certain employment arrangements Page Compensation of directors Compensation committee interlocks and insider participation Security ownership of directors and managementName of Beneficial Owner Title of Class of Security163 Equity compensation plan information Plan categoryItem 13. Certain Relationships and Related Transactions Indebtedness of managementAudit Fees Item 14. Principal Accountant Fees and ServicesTable of Indebtedness of Directors and Executive Officers January 1Tax Fees Audit-Related FeesAll Other Fees Reports on Form 8-K Page Page Page Exhibit Exhibit IndexNumber 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 instruments192 Restatement Reported Second Pooling PreviouslyInterest RestatedAccruals Interest Pooled Reported2002 2001 Increase decrease of cost of revenues Accruals and provisionsNet increase decrease to net loss Net increase decrease of cost of revenues2002 2001 Increase decrease of research and development Other expensesRelated party transactions Net increase decrease of research and developmentRelated party out of balances Residual profit sharingRelated party revenues and cost of revenues Plant and equipmentCosts of revenues, research and development expense Interest on long- term debtGuarantees Consolidated Balance Sheets as of December 31Asset retirement obligations Consolidation of variable interest entitiesStock-based compensation Determining whether an arrangement contains a leaseAccounting for goodwill and other intangible assets Derivative financial instruments 204 Investment at cost net WirelessWireline Optical NetworksLong-term debt Segment information General description Major customers 2003 2002 2001 External revenues Geographic informationLong-lived assets ContractExpected sublease revenue on leases Income taxes Nortel Networks France Acquisitions and divestitures AcquisitionsNorthern Telecom France Matra Nortel Communication DistributionOther profit sharing agreements Sale of investment RoyaltiesFinancing transactions Financial instruments Share pledgeJoint ventures/minority interests/disposed business Shareholders’ equity Leases ContractsPlan a Outstanding Weighted Options Nortel Networks Company Savings Plan Security agreements Page Signatures Directors