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Brampton, Ontario L6T 5P6. Information contained on our website is not incorporated by reference into our annual report on Form 10-K.
Developments in 2003 and 2004
B
usiness environment
In 2003, customer spending remained cautious as a result of tightened capital markets, mainly in the first half of 2003, and customers
realigning capital spending with their current levels of revenues and profits in order to maximize their return on invested capital. We
experienced continued industry adjustment and capital spending restrictions by our service provider customers. In 2003, many of our customers
continued to focus on conserving capital, decreasing their debt levels, reducing costs and/or increasing the capacity utilization rates and
efficiency of their existing networks. Also, excess network capacity and competition continued to exist in the industry, which led to continued
pricing pressures on the sale of certain of our products.
During the second half of 2003 and into 2004, we began to experience a period of relative industry stability following an unprecedented period
of business realignment that commenced in 2001 in response to a significant industry adjustment. Throughout the second half of 2003 and into
2004, we announced several new contracts across all of our reportable segments, but primarily in our Wireless Networks segment, as certain
service provider customers began to expand and upgrade their existing networks.
The period of relative industry stability that had characterized the second half of 2003 continued into 2004. The moderate growth in 2004 has
primarily been a result of customers increasing their investments in:
In 2004, spending in these areas of our business has been partially offset by customers limiting their investments in mature technologies as they
focus on maximizing return on investment capital. In addition, we have continued to experience pricing pressures on sales of certain of our
products as a result of increased competition, particularly from low cost competitors. Further, while customer support generally remains strong,
the ongoing restatement activities and the internal restructuring and realignment programs initiated in August 2004 have adversely impacted
business performance in 2004.
N
ortel Networks Audit Committee Independent Review; restatements; related matters
In May 2003, we commenced certain balance sheet reviews at the direction of certain members of former management that led to a
comprehensive review and analysis of our assets and liabilities, or the Comprehensive Review, which resulted in the restatement (effected in
December 2003) of our consolidated financial statements for the years ended December 31, 2002, 2001 and 2000 and for the quarters ended
March 31, 2003 and June 30, 2003, or the First Restatement.
In late October 2003, the Audit Committees of the Boards of Directors of Nortel Networks and NNL, or the Audit Committee, initiated an
independent review of the facts and circumstances leading to the First Restatement, or the Independent Review, and engaged the law firm now
known as Wilmer Cutler Pickering Hale & Dorr LLP, or WCPHD, to advise it in connection with the Independent Review. The Audit
Committee sought to gain a full understanding of the events that caused significant excess liabilities to be maintained on the balance sheet that
needed to be restated, and to recommend that our Board of Directors adopt, and direct management to implement, necessary remedial measures
to address personnel, controls, compliance and discipline. In January 2005, the Audit Committee reported the findings of the Independent
Review, together with its recommendations for governing principles for remedial measures that were developed for the Audit Committee by
WCPHD. Each of our and NNL’s Boards of Directors has adopted these recommendations in their entirety and directed our management to
develop a detailed plan and timetable for their implementation, and will monitor their implementation.
As the Independent Review progressed, the Audit Committee directed new corporate management to examine in depth the concerns identified
by WCPHD regarding provisioning activity and to review certain provision releases. That examination, and other errors identified by
management, led to the restatement (effected today) of our financial statements for the years ended December 31, 2002 and 2001 and the
quarters ended March 31, 2003 and 2002, June 30, 2003 and 2002 and September 30, 2003 and 2002, or the Second Restatement, and our
revision of previously announced unaudited results for the year ended December 31, 2003.
2
• voice over packet technologies;
• third generation wireless technologies; and
• expansion and enhancement of existing networks due to subscriber growth and competitive pressures.