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Legal proceedings
Nortel Networks and/or certain of our directors and officers have been named as defendants in various class action lawsuits. We are unable to
determine the ultimate aggregate amount of monetary liability or financial impact to us in these legal matters, which unless otherwise specified,
seek damages from the defendants of material or indeterminate amounts. We are also a defendant in various other suits, claims, proceedings
and investigations which are in the normal course of business. We cannot determine whether these matters will, individually or collectively,
have a material adverse effect on our business, results of operations, financial condition and liquidity. We, and any of our named directors or
officers, intend to vigorously defend these actions, suits, claims, proceedings and investigations. We are also subject to significant pending
civil litigation and ongoing regulatory and criminal investigations in the U.S. and Canada which could require us to pay substantial judgments,
settlements, fines or other penalties. For additional information related to our legal proceedings, see “Contingencies” in note 22 of the
accompanying consolidated financial statements and “Risk factors/forward looking statements”.
Risk factors/forward looking statements
You should carefully consider the risks described below before investing in our securities. The risks described below are not the only ones
f
acing us. Additional risks not currently known to us or that we currently believe are immaterial may also impair our business, results of
operations, financial condition and liquidity. Unless required by applicable securities laws, we do not have any intention or obligation to
p
ublicly update or revise any forward looking statements, whether as a result of new information, future events or otherwise.
Certain statements in this Annual Report on Form 10-K contain words such as “could”, “expects”, “may”, “anticipates”, “believes”,
“intends”, “estimates”, “plans”, “envisions”, “seeks” and other similar language and are considered forward looking statements. These
statements are based on our current expectations, estimates, forecasts and projections about the operating environment, economies and
markets in which we operate. In addition, other written or oral statements which are considered forward looking may be made by us or others
on our behalf. These statements are subject to important risks, uncertainties and assumptions, which are difficult to predict and the actual
outcome may be materially different. In particular, the risks described below could cause actual events to differ materially from those
contemplated in forward looking statements.
R
isks relating to our restatements and related matters
Our two restatements of our consolidated financial statements and related events have had, and will continue to have, a material
adverse effect on us.
In May 2003, we commenced certain balance sheet reviews at the direction of certain members of former management that led to the
Comprehensive Review, which resulted in the First Restatement. In late October 2003, the Audit Committee initiated the Independent Review
and engaged 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. 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 Second Restatement and our revision of previously announced unaudited results for the year ended December 31, 2003.
The need for the Second Restatement resulted in delays in filing the Reports.
Over the course of the Second Restatement process, management identified certain accounting practices that it determined should be adjusted
as part of the Second Restatement. In particular, management identified certain errors related to revenue recognition and undertook a process of
revenue reviews. In light of the resulting adjustments to revenues previously reported, 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. The 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.
For more information on the Comprehensive Review, Independent Review, First Restatement, Second Restatement and Revenue Independent
Review, see the “MD&A” and “Controls and Procedures” sections of this report.
As a result of these events, we have become subject to the following key risks, each of which is described in more detail below. Each of these
risks could have a material adverse effect on our business, results of operations, financial condition and liquidity.
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• We are subject to ongoing regulatory and criminal investigations in the U.S. and Canada, which could require us to pay substantial
fines or other penalties.
• We are subject to significant pending civil litigation, which if decided against us, could require us to pay