Item 9A | Reliant FORM 10-K guide

ITEM 9A.	Controls and Procedures	113

	PART III
ITEM 10.	Directors and Executive Officers of the Registrant	138
	Executive officers and certain other non-executive board appointed officers of the Registrant	142
	Section 16(a) beneficial ownership reporting compliance	144
ITEM 11.	Executive Compensation	145
	Summary compensation table	145
	Option grants in 2003	151
	Aggregate option exercises in 2004 and 2003 and year-end option values	151
	Long-term incentive plans — awards in last fiscal year	154
	Retirement plans	155
	Certain employment arrangements	158
	Compensation of directors	160
	Compensation committee interlocks and insider participation	161
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management	161
	Equity compensation plan information	164
ITEM 13.	Certain Relationships and Related Transactions	165
	Indebtedness of management	165
ITEM 14.	Principal Accountant Fees and Services	166

	PART IV
ITEM 15.	Exhibits, Financial Statement Schedules and Reports on Form 8-K	168

SIGNATURES		223

All dollar amounts in this document are in United States dollars unless otherwise stated.

NORTEL NETWORKS, NORTEL NETWORKS LOGO, NT, the GLOBEMARK, BUSINESS WITHOUT BOUNDARIES, DMS, OPTERA and UNIVERSAL EDGE are trademarks of Nortel Networks.

ACCESSNODE is a trademark of Zhone Technologies Inc.

CDMA2000 is a trademark of the Telecommunications Industry Association.

CDMAONE — design mark is a trademark of the CDMA Development Group, Inc.

JUNGLEMUX is a trademark of GE Industrial Systems Technology Management Inc.

MOODY’S is a trademark of Moody’s Investors Service, Inc.

RCMP is a trademark of the Royal Canadian Mounted Police.

S&P and STANDARD & POOR’S are trademarks of The McGraw-Hill Companies, Inc.

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Reliant FORM 10-K manual Item 9A

Contents

Washington, D.C Annual report pursuant to or 15dSecurities Exchange Act For the transition period from Explanatory Note Table of Contents Item 9A Part Item 1. Business Overview Developments in 2003 Business environmentPage Other business developments Strategic plan2003 Networking solutions Networking solutionsNetworking Network components Wireless Networks Products Product development Network accessCore networking Markets Customers Enterprise 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 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 Item 2. Properties Type of SiteNumber of Sites Owned Leased Geographic Locations Item 3. Legal Proceedings Page Page Environmental matters Item 4. Submission of Matters to a Vote of Security Holders High Low Dividends Canadian tax mattersSales of unregistered securities 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 overviewOur segments Our business environment How we measure performance Our strategic plan and outlook Consolidated results summary Comprehensive Review and First Restatement Second Restatement Independent ReviewYears ended December 31, 2002 Revenues and cost of revenues Foreign exchange Intercompany balancesSpecial charges Other Reclassifications 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 securities Shelf registration statement Credit ratingsRegulatory actions and pending litigation Stock-based compensation plans Other business developments Evolution of our supply chain strategyShareholder rights plan Ownership adjustment in our French and German operations Customer financing commitmentsSale of Entrust shares Real estate Results of operations continuing operations Customer financing arrangementsSegment revenues Geographic revenues 2002 vs 2003 vs2004 Wireless Networks revenues 2002 vs Enterprise Networks revenues 2002 vs Wireline Networks revenues Optical Networks revenues 2002 vs Wireless Networks Gross profit and gross marginSegment gross profit and gross margin For the years ended December 2003 vs 2002 vs 2001 Enterprise Networks Wireline NetworksOptical Networks Selling, general and administrative expense Segment selling, general and administrative expenseOperating expenses For the years ended December 2003 vs 2002 vs 2001 $ Change Research and development expense Segment research and development expense Segment contribution margin Segment Management EBTAmortization of intangibles Deferred stock option compensation Special charges Page Gain loss on sale of businesses and assets Other income expense net Results of operations dis operations Interest expenseIncome tax benefit expense Net earnings loss from continuing operations Cash flows Liquidity and capital resources2003 2002 Page Uses of liquidity Contractual cash obligations Purchase obligationsOutsourcing contracts Obligations under special charges JDS purchase arrangement Customer financingPension, post-retirement and post-employment obligations Other long-term liabilities reflected on the balance sheets Joint ventures/minority interests Dis operationsSources of liquidity Credit facilities Shelf 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 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 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 Assets Total comprehensive income loss for the year Cash flows from used in operating activities Nortel Networks Corporation Significant accounting policiesBasis of presentation Principles of consolidation Translation of foreign currencies Revenue recognition Research and development Income taxes Earnings loss per common shareCash and cash equivalents Restricted cash and cash equivalents Investments Receivables salesPlant and equipment Long-lived assets held and used Goodwill Warranty costs Intangible assetsPension, post-retirement and post-employment benefits Derivative financial instruments Stock-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 pronouncements First Restatement RestatementSecond Restatement Page Page 121 Total restatement adjustments 289 183 314 272 Page Revenues and cost of revenues Revenue recognition adjustments Other adjustmentsApplication of SAB 101 or SOP Revenues Cost of revenues 2002 2001 Other revenue recognition adjustments Presentation errorsReseller transactions Foreign exchange Other errors Functional currency designationIntercompany transaction designation Goodwill impairment 980 Nplc business acquisition Other special charges Goodwill impairment other acquisitionsOther Selling, general and administrative expense 2002 2001 Other adjustmentsCost of revenues Research and development expense Other income expense net Interest expenseIncome taxes and minority interests 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 GuaranteesAccounting changes Asset retirement obligations Consolidation of variable interest entitiesPage Determining whether an arrangement contains a lease Pensions and other post-retirement benefitsStock-based compensation Accounting for goodwill and other intangible assets 23,270 Consolidated financial statement details Derivative financial instrumentsConsolidated statements of operations Consolidated balance sheets Accounts receivable netInventories net Other current assets Wireless Enterprise Wireline GoodwillIntangible assets net Other accrued liabilities Interest and taxes paid recovered Other liabilitiesMinority interests in subsidiary companies Change in operating assets and liabilities Receivables sales Segment information General description Segments Product revenues2003 2002 2001 Revenues Contribution margin Geographic information Long-lived assets Special charges Year ended December 31 January 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 assets Allocation of net pension expense 2003 2002 2001 Pension expenseDefined benefit plans 20032002 2003 2002 2001 Post-retirement benefit cost 2003 2002 Target ActualPage Other acquisitions Net tangible Deferred Closing date PurchaseAcquisition Price Goodwill Technology Compensation Service commerce operations DivestituresSale of Arris Group, Inc. investment High speed module operations Sale of Clarify ClosuresLong-term debt, credit and support facilities Long-term debt Credit facilities Support facility Financial instruments and hedging activitiesRisk management Foreign currency risk Equity price risk Fair value2003 2002 Interest rate swap contracts Cross currency coupon swap contracts Credit risk Other derivativesReceivables sales Fair Business sale and business combination agreements GuaranteesIntellectual property indemnification obligations Lease agreements Third party debt agreements Other indemnification agreements Product warrantiesCommitments Bid, performance related and other bonds Customer financing Venture capital financing Purchase commitments Operating leases and other commitmentsOperating Outsourcing Leases Contracts Charges Income Restricted cash and cash equivalents Capital stock Common shares Prepaid forward purchase contracts Preferred shares DividendsShareholder rights plan 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 ContingenciesPage Page Environmental matters Subsequent events EDC Support Facility Credit facilities and security agreements Directory and operator services business Debt securitiesStock-based compensation plans 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 Schedule Consolidated AdditionsCharged 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 Beneficial ownership reporting compliance Audit committee financial expertAudit committee Code of ethics and other corporate governance matters Item 11. Executive Compensation Summary compensation table Long Term Compensation Name Principal Position YearAnnual Compensation Salary Bonus 147 148 149 150 Annual cash incentive awards Option grants in 2004 Common Value of UnexercisedIn-the-Money 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 Item 14. Principal Accountant Fees and Services Table of Indebtedness of Directors and Executive OfficersAudit Fees January 1 Tax 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 instruments 192 Restatement Second Pooling Previously InterestReported Restated Accruals Interest Pooled Reported Accruals and provisions Net increase decrease to net loss2002 2001 Increase decrease of cost of revenues Net increase decrease of cost of revenues Other expenses Related party transactions2002 2001 Increase decrease of research and development Net increase decrease of research and development Residual profit sharing Related party revenues and cost of revenuesRelated party out of balances 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 leaseAccounting for goodwill and other intangible assets Derivative financial instruments 204 Wireless Wireline OpticalInvestment at cost net Networks Long-term debt Segment information General description Major customers Geographic information Long-lived assets2003 2002 2001 External revenues Contract Expected sublease revenue on leases Income taxes Acquisitions and divestitures Acquisitions Northern Telecom FranceNortel Networks France Matra Nortel Communication Distribution Other profit sharing agreements Sale of investment RoyaltiesFinancing 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