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The need for the Second Restatement resulted in delays in filing our and NNL’s 2003 Annual Reports on Form 10-K, or the 2003 Annual
Reports, and Quarterly Reports on Form 10-Q for the first, second and third quarters of 2004, or the 2004 Quarterly Reports, beyond the SEC’s
required filing dates in 2004. We refer to the 2003 Annual Reports and the 2004 Quarterly Reports together as the Reports.
Over the course of the Second Restatement process, management identified certain accounting practices that it determined should be adjusted
for as part of the Second Restatement. In particular, management identified certain errors related to revenue recognition and undertook a
process of focused revenue reviews. As described in more detail in the “Controls and Procedures” section of this report, in light of the resulting
adjustments to revenues previously reported in relevant periods, the Audit Committee has determined to review the facts and circumstances
leading to the restatement of these revenues for specific transactions identified in the Second Restatement. This review will have a particular
emphasis on the underlying conduct that led to the initial recognition of these revenues. The Audit Committee will seek a full understanding of
the historic events that required the revenues for these specific transactions to be restated and will consider any appropriate additional remedial
measures, including those involving internal controls and processes. The Audit Committee has engaged WCPHD to advise it in connection
with this review. See “Risk factors/forward looking statements.”
The key developments in 2004 with respect to the foregoing matters are the following:
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• In connection with the Independent Review, we terminated for cause (i) our former president and chief executive officer, former chief
financial officer and former controller in April 2004 and (ii) seven additional senior finance employees with significant responsibilities
for our financial reporting as a whole or for their respective business units and geographic regions in August 2004.
• We are under investigation by the SEC and the Ontario Securities Commission, or OSC, Enforcement Staff and have received a U.S.
federal grand jury subpoena for the production of certain documents sought in connection with an ongoing criminal investigation being
conducted by the U.S. Attorney’s Office for the Northern District of Texas, Dallas Division. Further, the Integrated Market Enforcement
Team of the Royal Canadian Mounted Police, or RCMP, has advised us that it would be commencing a criminal investigation into Nortel
Networks financial accounting situation. In addition, numerous class action complaints have been filed against Nortel Networks,
including class action complaints under the Employee Retirement Income Security Act, or ERISA. In addition, a derivative action
complaint has been filed against Nortel Networks. See “Contingencies” in note 22 in the accompanying consolidated financial
statements.
• As a result of the delay in filing the Reports, we and NNL were not in compliance with our obligations to deliver the Reports under our
and NNL’s public debt indentures and were required to seek waivers from Export Development Corporation, or EDC, under the EDC
Support Facility. If we and NNL fail to file all of the Reports by January 15, 2005, EDC will have the right, on such date (absent a further
waiver in relation to the delayed filings and certain additional breaches under the EDC Support Facility, or the Related Breaches), to
(i) terminate the EDC Support Facility and (ii) exercise certain rights against collateral or require NNL to cash collateralize all existing
support. In addition, the Related Breaches will continue beyond the filing of the Reports. These delays have also resulted in our inability
to use, in its current form, the remaining approximately $800 million of capacity under our shelf registration statement filed with the SEC
for various types of securities. In addition, these delays resulted in our termination of our $750 million April 2000 five year credit
facilities. See “Liquidity and capital resources” in the MD&A section of this repor
t
• The OSC issued an order prohibiting all trading by directors, officers and certain current and former employees in the securities of Nortel
Networks Corporation and NNL. The order remains in effect until two full business days following the receipt by the OSC of all filings
required to be made by us and NNL pursuant to Ontario securities laws.
• We postponed our Annual Shareholders’ Meeting for 2003 due to the delay in filing our 2003 financial statements.
• As a result of the delayed filing of certain of our Reports, we are in breach of the continued listing requirements of the Toronto Stock
Exchange, or TSX, and the New York Stock Exchange, or NYSE. Although each of the TSX and NYSE has verbally confirmed that it
has not commenced, nor has any intention of commencing, any suspension or delisting procedures in respect of the Company’s and
NNL’s listed securities, the commencement of any suspension or delisting procedures by either exchange remains, at all times, at the
discretion of such exchange and would be publicly announced by the exchange. The NYSE granted us and NNL an extension of up to
March 31, 2005 to file our 2003 Annual Reports, during which time the Nortel Networks Corporation common shares and our and NNL’s
other securities will remain listed on the NYSE. The extension is subject to review by the NYSE on an ongoing basis.
• We suspended as of March 10, 2004: the purchase of Nortel Networks Corporation common shares under the stock purchase plans for
eligible employees in eligible countries that facilitate the acquisition of Nortel Networks