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8-K - FORM 8-K - NORTEL NETWORKS LTDd8k.htm
EX-99.3 - AMENDMENT NO. 1 DATED AS OF OCTOBER 30, 2009 TO THE ASSET SALE AGREEMENT - NORTEL NETWORKS LTDdex993.htm
EX-99.4 - AMENDMENT NO. 2 DATED AS OF NOVEMBER 13, 2009 TO THE ASSET SALE AGREEMENT - NORTEL NETWORKS LTDdex994.htm

Exhibit 99.1

LOGO

News Release

www.nortel.com

 

FOR IMMEDIATE RELEASE:     November 16, 2009

For more information:

 

Media

     Investors   

Jay Barta

     (888) 901-7286   

(972) 685-2381

     (905) 863-6049   

jbarta@nortel.com

     investor@nortel.com   

Nortel Reports Financial Results for the Third Quarter 2009

Financial Presentation

 

 

EMEA subsidiaries, and entities they control (Equity Investees), are presented using the equity method of accounting

 

   

financial position and results of operations of the Equity Investees presented net on a single line in the balance sheet and statement of operations, respectively, versus being combined gross into each individual line item

 

 

ES, NGS, and DiamondWare businesses presented as discontinued operations

 

 

Results for three and nine months ended September 30, 2008 have not been recast to reflect the equity method of accounting but have been recast to reflect the presentation of discontinued operations. As a result, comparative periods may not provide meaningful analysis

 

 

CDMA business reported as continuing operations, as did not qualify for presentation as discontinued operations

Financial Results

 

 

Third quarter consolidated Revenues of $1.05 billion, which excludes third quarter revenues of $348 million related to Equity Investees and $353 million related to discontinued operations

 

 

Third quarter SG&A and R&D expenses of $339 million

 

   

Excludes expenses of $166 million related to Equity Investees

 

   

Includes $52 million related to workforce and other cost reduction activities and pension curtailment losses that historically would have been recorded in special charges

 

 

Consolidated cash balance as of September 30, 2009 was $1.81 billion and excluded Equity Investees cash of $798 million. The cash balance reported as of June 30, 2009 was $2.56 billion and included Equity Investees cash of $819 million

 

 

Customer service levels remain strong

 

 

Focus is on maximizing value for stakeholders, including creditors, customers and employees

TORONTO - Nortel* Networks Corporation [OTC: NRTLQ] announced its results for the third quarter 2009. Results were prepared in accordance with United States generally accepted accounting principles (GAAP) in U.S. dollars.

Following discussions with the U.S. Securities and Exchange Commission (SEC), commencing with the quarterly report on Form 10-Q for the quarter ended September 30, 2009, Nortel will no longer combine the results of the Europe, Middle East and Africa (EMEA) subsidiaries, and entities they control (Equity Investees), with its consolidated results. Nortel has determined that, as of the Petition Date, it is appropriate to present its Equity Investees under the equity method of accounting based on the conclusion that Nortel exercises significant influence over those entities. The equity method of accounting results in the financial position and results of operations of the Equity Investees being presented net on a single line in the balance


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sheet and statement of operations, respectively, versus being combined gross into each individual line item. The comparative periods have not been recast for this change in presentation. As a result, analysis using the comparative periods may be difficult and may not provide meaningful comparisons.

The Enterprise Solutions (ES) business as well as the Nortel Government Solutions (NGS) and DiamondWare businesses are presented as discontinued operations for the quarter ended September 30, 2009. Accordingly, comparative periods have been recast to give effect for the change in presentation.

The CDMA business did not qualify for treatment as discontinued operations and as a result has been included in continuing operations.

Except in the Segment Revenues section, the discussion below relates to Results from Continuing Operations under U.S. GAAP and excludes the financial results of the Equity Investees.

Consistent with the way we manage our business segments, the financial information in the Segment Revenues section includes the results of the Equity Investees within each segment. Therefore, in order to reconcile the financial information for the business segments discussed below to our consolidated financial information, the net financial results of the Equity Investee must be removed.

Third Quarter 2009 Financial Summary

Nortel’s overall financial performance in the third quarter of 2009 continued to be impacted by ongoing negative economic conditions and the uncertainty created by the Company’s Creditor Protection Proceedings, which resulted in a decrease in customers’ spending levels.

 

 

Revenues in the third quarter of $1,045 million, with declines year over year in all segments, except Carrier VoIP and Application Solutions (CVAS), and in all regions. These revenues exclude third quarter revenues related to Equity Investees’ revenues of $348 million and $353 million related to discontinued operations. We previously reported total revenues of $2,319 million in the third quarter of 2008.

 

 

Gross margin of 45 percent in the quarter, an increase of 6.8 percentage points from the year ago quarter, includes charges related to workforce and other cost reduction activities and pension curtailment losses that historically would have been recorded in special charges. Excluding these charges, gross margin in the third quarter of 2009 would have been 47 percent (a). Gross Margin was positively impacted by the exclusion of the Equity Investees

 

 

SG&A expense in the third quarter of $155 million, a decrease of 43 percent from the year ago quarter. Excluding $32 million related to workforce and other cost reduction activities and pension curtailment losses that historically would have been recorded in special charges, SG&A for the third quarter of 2009 would have decreased by 55 percent year over year (a). SG&A expense in the third quarter excludes $129 million related to Equity Investees

 

 

R&D expense in the third quarter of $184 million, a decrease of 32 percent from the year ago quarter. Excluding $20 million related to workforce and other cost reduction activities and pension curtailment losses that historically would have been recorded in special charges, R&D expense for the third quarter of 2009 would have decreased by 39 percent year over year (a). R&D expense in the third quarter excludes $37 million related to Equity Investees

 

 

Cash balance as of September 30, 2009 was $1.81 billion and excluded Equity Investees cash of $798 million. The consolidated cash balance plus Equity Investees cash exceeded the June 30, 2009 consolidated cash balance of $2.56 billion, which included Equity Investees cash of $819 million.

Segment Revenues

The financial information for our business segments includes the results of the Equity Investees as if they were consolidated, which is consistent with the way we manage our business segments, but does not include the results of discontinued operations. Commencing with the third quarter of 2009, Nortel is reporting its CVAS business unit as a separate reportable segment. Prior to that time, the results of CVAS were included


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in the Wireless Networks (WN) reportable segment, which prior to the third quarter of 2009 was called the Carrier Networks (CN) reportable segment.

Segment revenues were $1,271 million for the third quarter of 2009 compared to $1,595 million for the third quarter of 2008, reflecting a reduction of 20% percent due to declines across all business segments, except CVAS. The reduction was primarily a result of the continuing economic downturn and the uncertainty created by the Creditor Protection Proceedings.

Segment Revenues B/(W)

 

     Q3 2009    Q3 2008     YoY  

Wireless Networks

   $ 663    $ 805      (18 %) 

Carrier VoIP and Application Solutions

   $ 208    $ 182      14

Metro Ethernet Networks

   $ 295    $ 398      (26 %) 

LGN

   $ 103    $ 211      (51 %) 

Other

   $ 2    $ (1   150
                     

Total Segment Revenues

   $ 1,271    $ 1,595      (20 %) 
                     

Discontinued Operations *

   $ 475    $ 724      (34 %) 
                     

 

* Includes revenues related to Equity Investees

WN revenues in the third quarter of 2009 were $663 million, a decrease of 18% percent compared with the year ago quarter with declines in the GSM and UMTS solutions business, while the CDMA solutions business was essentially flat. The wireless segment was negatively impacted by a reduction in spending by certain customers as a result of their change in technology migration plans.

CVAS revenues in the third quarter of 2009 were $208 million, an increase of 14% percent compared with the year ago quarter due to contract deliveries and project completions in the third quarter of 2009.

Metro Ethernet Networks (MEN) revenues in the third quarter of 2009 were $295 million, a decrease of 26% percent compared with the year ago quarter with impacts across all businesses. In addition to the factors above, lower revenues from certain customers also impacted the year over year decline.

LG-Nortel Co. Ltd. (LGN) revenues in the third quarter of 2009 were $103 million, a decrease of 51% percent compared with the year ago quarter. In addition to the factors described above, a majority of the decline was in LGN Carrier, primarily due to the recognition of certain deferred revenues in the third quarter of 2008 not repeated in the third quarter of 2009 and higher sales volumes related to our 3G wireless products in the third quarter of 2008, as well as the impact of foreign exchange fluctuations. The decrease was partially offset by network upgrades related to certain customers and an increase in wireless local loop sales in the third quarter of 2009.

Discontinued operations revenues in the third quarter of 2009 were $475 million, a decrease of 34% percent compared with the year ago quarter. In addition to the factors above, Asia and Canada revenues were also unfavorably impacted by foreign exchange fluctuations.

Gross Margin

Gross margin was 45.0 percent of revenues in the third quarter of 2009. Excluding charges related to workforce and other cost reduction activities and pension curtailment losses that historically would have been recorded in special charges, gross margin in the third quarter of 2009 would have been 47 percent (a) of revenues. This compared to gross margin of 38.2 percent for the third quarter of 2008. Compared to the third quarter of 2008, in addition to the items already noted, gross margin increased primarily as a result of the exclusion of the Equity Investees, which positively impacted gross margin by 5.7 percentage points, the favorable impacts of product mix and the favorable impact of foreign exchange fluctuations and price erosion, and a decrease in warranty costs.

Operating Expenses


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Operating Expenses B/(W)

 

     Q3 2009    YoY  

SG&A

   $ 155    (43 )% 

R&D

   $ 184    (32 )% 
             

Total Operating Expenses

   $ 339    (37 )% 
             

A focus on reducing costs resulted in lower operating expenses compared to the year ago quarter. Operating expenses were $339 million in the third quarter of 2009. This compares to operating expenses of $541 million for the third quarter of 2008.

SG&A expenses were $155 million in the third quarter of 2009, compared to $272 million for the third quarter of 2008. Excluding charges related to workforce and other cost reduction activities and pension curtailment losses that historically would have been recorded in special charges, SG&A expenses for the third quarter of 2009 would have been $123 million (a). SG&A expense in the third quarter of 2009 also excludes $129 million related to Equity Investees. Compared to the third quarter of 2008, in addition to the items already noted, SG&A was favorably impacted primarily by headcount reductions and lower spending levels across all categories including a reduction in sales and marketing investment in maturing technologies.

R&D expenses were $184 million in the third quarter of 2009, compared to $269 million for the third quarter of 2008. Excluding charges related to workforce and other cost reduction activities and pension curtailment losses that historically would have been recorded in special charges, R&D expenses for the third quarter of 2009 would have been $164 million (a). R&D expense in the third quarter of 2009 also excludes $37 million related to Equity Investees. Compared to the third quarter of 2008, in addition to the items already noted, R&D was favorably impacted primarily by headcount reductions and the cancellation of certain R&D programs.

Net Loss

The Company reported a net loss in the third quarter of 2009 of $508 million compared to net loss of $3,413 million in the third quarter of 2008.

The net loss in the third quarter of 2009 of $508 million included a loss from discontinued operations of $164 million, reorganization costs of $223 million primarily related to the recording of a pension liability, interest expense of $75 million, other charges of $46 million, comprised in part by pension curtailment expense and break-up fees in relation to the CDMA and LTE Access Asset sale, $10 million in income tax expense and an expense of $3 million for earnings attributable to non-controlling interests (formerly minority interests), partially offset by Other income – net of $60 million, comprised in part of a currency exchange gains of $61 million.

The net loss in the third quarter of 2008 of $3,413 million included $2,133 million in income tax expense, a goodwill impairment charge of $661, loss from discontinued operations of $556, interest expense of $81 million, special charges of $41 million for headcount and other cost reduction activities, an expense of $21 million for earnings attributable to non-controlling interests (formerly minority interests) and Other expense-net of $14 million, comprised primarily of a gain of $8 million due to changes in foreign exchange rates and a loss of $4 million from mark-to-market gains on interest rate swaps.

Cash

Consolidated cash balance as of September 30, 2009 was $1.81 billion and excluded Equity Investees cash of $798 million. The consolidated cash balance plus Equity Investees cash exceeded the June 30, 2009 consolidated cash balance of $2.56 billion, which included Equity Investees cash of $819 million. The decrease in the consolidated cash balance was primarily due to the deconsolidation of the Equity Investees, cash used in investing activities of $50 million, mainly due to changes in restricted cash and cash used in financing activities of $2 million, partially offset by cash from operating activities of $124 million and net favorable foreign exchange impacts of $41 million.


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* * * * * *

(a) Each of Gross Margin, SG&A Expense and R&D Expense, excluding the impact of charges in relation to headcount and other cost reduction activities and pension curtailment losses that historically would have been recorded in special charges, are non-GAAP measures. Nortel’s management believes that these measures are meaningful measurements of operating performance and provides greater transparency to investors with respect to Nortel’s performance and supplemental information used by management in its financial and operational decision making. These non-GAAP measures may also facilitate comparisons to Nortel’s historical performance and competitors’ operating results. These non-GAAP measures should be considered in addition to, but not as a substitute for, the information contained in Nortel’s financial statements prepared in accordance with GAAP. These measures may not be synonymous to similar measurement terms used by other companies.

About Nortel

For more information, visit Nortel on the Web at www.nortel.com. For the latest Nortel news, visit www.nortel.com/news.

Certain statements in this press release may contain words such as “could”, “expects”, “may”, “should”, “will”, “anticipates”, “believes”, “intends”, “estimates”, “targets”, “plans”, “envisions”, “seeks” and other similar language and are considered forward-looking statements or information under applicable securities laws. These statements are based on Nortel’s current expectations, estimates, forecasts and projections about the operating environment, economies and markets in which Nortel operates. These statements are subject to important assumptions, risks and uncertainties that are difficult to predict, and the actual outcome may be materially different. Nortel’s assumptions, although considered reasonable by Nortel at the date of this report, may prove to be inaccurate and consequently Nortel’s actual results could differ materially from the expectations set out herein.

Actual results or events could differ materially from those contemplated in forward-looking statements as a result of the following: (i) risks and uncertainties relating to the Creditor Protection Proceedings including: (a) risks associated with Nortel’s ability to: stabilize the business and maximize the value of Nortel’s businesses; obtain required approvals and successfully consummate pending and future divestitures; ability to satisfy transition services agreement obligations in connection with divestiture of operations; successfully conclude ongoing discussions for the sale of Nortel’s other assets or businesses; develop, obtain required approvals for, and implement a court approved plan; resolve ongoing issues with creditors and other third parties whose interests may differ from Nortel’s; generate cash from operations and maintain adequate cash on hand in each of its jurisdictions to fund operations within the jurisdiction during the Creditor Protection Proceedings; access the EDC Facility given the current discretionary nature of the facility, or arrange for alternative funding; if necessary, arrange for sufficient debtor-in-possession or other financing; continue to have cash management arrangements and obtain any further required approvals from the Canadian Monitor, the U.K. Administrators, the French Administrator, the Israeli Administrators, the U.S. Creditors’ Committee, or other third parties; raise capital to satisfy claims, including Nortel’s ability to sell assets to satisfy claims against Nortel; maintain R&D investments; realize full or fair value for any assets or business that are divested; utilize net operating loss carryforwards and certain other tax attributes in the future; avoid the substantive consolidation of NNI’s assets and liabilities with those of one or more other U.S. Debtors; attract and retain customers or avoid reduction in, or delay or suspension of, customer orders as a result of the uncertainty caused by the Creditor Protection Proceedings; maintain market share, as competitors move to capitalize on customer concerns; operate Nortel’s business effectively in consultation with the Canadian Monitor, and the U.S. Creditors’ Committee and work effectively with the U.K. Administrators, French Administrator and Israeli Administrators in their respective administration of the EMEA businesses subject to the Creditor Protection Proceedings; continue as a going concern; actively and adequately communicate on and respond to events, media and rumors associated with the Creditor Protection Proceedings that could adversely affect Nortel’s relationships with customers, suppliers, partners and employees; retain and incentivize key employees and attract new employees as may be needed; retain, or if necessary, replace major suppliers on acceptable terms and avoid disruptions in Nortel’s supply chain; maintain current relationships with reseller partners, joint venture partners and strategic alliance partners; obtain court orders or approvals with respect to motions filed from time to time; resolve claims made against Nortel in connection with the Creditor Protection Proceedings for amounts not exceeding Nortel’s recorded liabilities subject to compromise; prevent third parties from obtaining court orders or approvals that are contrary to Nortel’s interests; reject, repudiate or terminate contracts; and (b) risks and uncertainties associated with: limitations on actions against any Debtor during the Creditor Protection Proceedings; the values, if any, that will be prescribed pursuant to any court approved plan to outstanding Nortel securities and, in particular, that Nortel does not expect that any value will be prescribed to the NNC common shares or the NNL preferred shares in any such plan; the delisting of NNC common shares from the NYSE; and the delisting of NNC common shares and NNL preferred shares from the TSX; and (ii) risks and uncertainties relating to Nortel’s business including: the sustained economic downturn and volatile market conditions and resulting negative impact on Nortel’s business, results of operations and financial position and its ability to accurately forecast its results and cash position; cautious capital spending by customers as a result of factors including current economic uncertainties; fluctuations in foreign currency exchange rates; any requirement to make larger contributions to defined benefit plans in the future; a high level of debt, arduous or restrictive terms and conditions related to accessing certain sources of funding; the sufficiency of workforce and cost reduction initiatives; any negative developments associated with Nortel’s suppliers and contract manufacturers including Nortel’s reliance on certain suppliers for key optical networking solutions components and on one supplier for most of its manufacturing and design functions; potential penalties, damages or cancelled customer contracts from failure to meet contractual obligations including delivery and installation deadlines and any defects or errors in Nortel’s current or planned products; significant competition, competitive pricing practices, industry consolidation, rapidly changing technologies, evolving industry standards, frequent new product introductions and short product life cycles, and other trends and industry characteristics affecting the telecommunications industry; any material, adverse affects on Nortel’s performance if its expectations regarding market demand for particular products prove to be wrong; potential higher operational and financial risks associated with Nortel’s international operations; a failure to protect Nortel’s intellectual property rights; any adverse legal judgments, fines, penalties or settlements related to any significant pending or future litigation actions; failure to maintain integrity of Nortel’s information systems; changes in regulation of the Internet or other regulatory changes; and Nortel’s potential inability to maintain an effective risk management strategy.


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For additional information with respect to certain of these and other factors, see Nortel’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other securities filings with the SEC. Unless otherwise required by applicable securities laws, Nortel disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

* Nortel, the Nortel logo and the Globemark are trademarks of Nortel Networks.

Note that Nortel will not be hosting a teleconference/audio webcast to discuss third quarter 2009 results.


NORTEL NETWORKS CORPORATION

(Under Creditor Protection Proceedings as of January 14, 2009)

Condensed Consolidated Statements of Operations (unaudited)

(U.S. GAAP; Millions of U.S. dollars, except per share amounts)

 

     Three months ended     Nine months ended  
     September 30, 2009     September 30, 2008     September 30, 2009     September 30, 2008  

Revenues:

        

Products

   $ 962      $ 1,443      $ 3,060      $ 5,113   

Services

     83        152        234        439   
                                
     1,045        1,595        3,294        5,552   
                                

Cost of revenues

        

Products

     548        923        1,785        3,067   

Services

     27        62        81        175   
                                
     575        985        1,866        3,242   
                                

Gross profit

     470        610        1,428        2,310   
     45.0     38.2     43.4     41.6

Selling, general and administrative expense

     155        272        540        919   

Research and development expense

     184        269        608        905   
                                

Management operating margin

     131        69        280        486   
     12.5     4.3     8.5     8.8

Amortization of intangible assets

     3        (7     9        16   

Goodwill impairment

     —          661        —          661   

Special charges

     —          41        —          166   

Loss (gain) on sale of businesses and sales and impairments of assets

     15        (6     (1     (10

Other operating expense - net

     46        15        46        33   
                                

Total operating expenses

     403        1,245        1,202        2,690   
                                

Operating earnings (loss)

     67        (635     226        (380

Other income (expense) - net

     60        (14     13        (11

Interest and dividend income

     —          27        —          95   

Interest expense

        

Long-term debt

     (75     (78     (224     (225

Other

     —          (3     (1     (12
                                

Earnings (loss) from continuing operations before reorganization items, incomes taxes, and equity in net earnings of associated companies and Equity Investees

     52        (703     14        (533

Reorganization items - net

     (223     —          (284     —     
                                

Loss from continuing operations before incomes taxes and equity in net earnings of associated companies and Equity Investees

     (171     (703     (270     (533

Income tax expense

     (10     (2,133     (47     (2,234
                                

Loss from continuing operations before equity in net earnings of associated companies and Equity Investees

     (181     (2,836     (317     (2,767

Equity in net earnings of associated companies - net of tax

     (1     —          (1     2   

Equity in net loss of Equity Investees (a)

     (159     —          (448     —     
                                

Net loss from continuing operations

     (341     (2,836     (766     (2,765

Net loss from discontinued operations - net of tax (b)

     (164     (556     (488     (745
                                

Net loss

     (505     (3,392     (1,254     (3,510

Income attributable to noncontrolling interests

     (3     (21     (35     (154
                                

Net loss attributable to Nortel Networks Corporation

   $ (508   $ (3,413   $ (1,289   $ (3,664
                                

Average shares outstanding (millions) - Basic

     499        498        499        498   

Average shares outstanding (millions) - Diluted

     499        498        499        498   
                                

Basic and diluted loss per common share - continuing operations

   $ (0.69   $ (5.73   $ (1.61   $ (5.86
                                

Basic and diluted loss per common share - discontinued operations

   $ (0.33   $ (1.12   $ (0.98   $ (1.50
                                

Total basic and diluted loss per common share

   $ (1.02   $ (6.85   $ (2.59   $ (7.36
                                

 

(a) Nortel has determined that, as of the Petition Date, the presentation of the Equity Investees under the equity method of accounting was more appropriate based on the conclusion that Nortel exercises significant influence over those entities. The equity method of accounting will result in the financial position and results of operations of the Equity Investees being presented net on a single line in the balance sheet and statement of operations, respectively, versus being combined gross into each individual line item.

The comparative periods have not been recast for the change in accounting. As a result, meaningful analysis to the comparative periods may be difficult.

 

(b) The ES business as well as the shares of NGS and DiamondWare are presented as discontinued operations for the quarter ended September 30, 2009.

Accordingly, comparative periods have been recast to give effect for the change in presentation.

Statement of Operations


NORTEL NETWORKS CORPORATION

(Under Creditor Protection Proceedings as of January 14, 2009)

Condensed Consolidated Balance Sheets (unaudited)

(U.S. GAAP; Millions of U.S. dollars, except per share amounts)

 

 

     September 30, 2009     December 31, 2008  

ASSETS

    

Current assets

    

Cash and cash equivalents

   $ 1,818      $ 2,397   

Short-term investments

     6        65   

Restricted cash and cash equivalents

     118        36   

Accounts receivable - net

     901        2,154   

Inventories - net

     350        1,477   

Deferred income taxes - net

     12        44   

Other current assets

     373        455   

Assets held for sale

     208        —     

Assets of discontinued operations (a)

     727        —     
                

Total current assets

     4,513        6,628   

Investments

     139        127   

Plant and equipment - net

     786        1,272   

Goodwill

     10        180   

Intangible assets - net

     54        143   

Deferred income taxes - net

     13        12   

Other assets

     190        475   
                

Total assets

   $ 5,705      $ 8,837   
                

LIABILITIES AND SHAREHOLDERS’ DEFICIT

    

Current liabilities

    

Trade and other accounts payable

   $ 300      $ 1,001   

Payroll and benefit-related liabilities

     167        453   

Contractual liabilities

     96        213   

Restructuring liabilities

     9        146   

Other accrued liabilities

     743        2,674   

Long-term debt due within one year

     —          19   

Liabilities held for sale

     398        —     

Liabilities of discontinued operations (a)

     613        —     
                

Total current liabilities

     2,326        4,506   

Long-term liabilities

    

Long-term debt

     41        4,501   

Investment in net liabilities of Equity Investees (b)

     476        —     

Deferred income taxes - net

     7        11   

Other liabilities

     475        2,948   
                

Total long-term liabilities

     999        7,460   

Liabilities subject to compromise

     6,921        —     
                

Total liabilities

     10,246        11,966   
                

SHAREHOLDERS’ DEFICIT

    

Common shares, without par value - Authorized shares: unlimited;
Issued and outstanding shares: 497,946,541 as of September 30, 2009 and 497,893,086 as of December 31, 2008

     35,597        35,593   

Additional paid-in capital

     3,644        3,547   

Accumulated deficit

     (43,652     (42,362

Accumulated other comprehensive income

     (931     (729
                

Total Nortel Networks Corporation shareholders’ deficit

     (5,342     (3,951
                

Noncontrolling interest

     801        822   
                

Total shareholders’ deficit

     (4,541     (3,129
                

Total liabilities and shareholders’ deficit

   $ 5,705      $ 8,837   
                

 

(a) The ES business as well as the shares of NGS and DiamondWare, Ltd. Associated are presented as discontinued operations for the quarter ended September 30, 2009. Accordingly, comparative periods have been recast to give effect for the change in presentation.
(b) Nortel has determined that, as of the Petition Date, the presentation of the Equity Investees under the equity method of accounting was more appropriate based on the conclusion that Nortel exercises significant influence over those entities. The equity method of accounting will result in the financial position and results of operations of the Equity Investees being presented net on a single line in the balance sheet and statement of operations, respectively, versus being combined gross into each individual line item. The comparative periods have not been recast for the change in accounting. As a result, meaningful analysis to the comparative periods may be difficult.

Balance Sheet


NORTEL NETWORKS CORPORATION

(Under Creditor Protection Proceedings as of January 14, 2009)

Condensed Consolidated Statements of Cash Flows

(U.S. GAAP; Millions of U.S. dollars)

 

    Three months ended     Nine months ended  
    September 30, 2009     September 30, 2008     September 30, 2009     September 30, 2008  

Cash flows from (used in) operating activities

       

Net loss attributable to Nortel Networks Corporation

  $ (508   $ (3,413   $ (1,289   $ (3,664

Net loss from discontinued operations (a)

  $ 164      $ 556      $ 488      $ 745   

Adjustments to reconcile net earnings (loss) to net cash from (used in) operating activities, net of effects from acquisitions and divestitures of businesses:

       

Amortization and depreciation

    45        76        157        220   

Goodwill impairment

    —          661        —          661   

Non-cash portion of cost reduction activities

    10        2        18        13   

Equity in net earnings of associated companies - net of tax

    —          —          1        (2

Equity in net loss of Equity Investees (b)

    159        —          448        —     

Share-based compensation expense

    —          22        86        64   

Deferred income taxes

    1        2,066        22        2,113   

Pension and other accruals

    132        25        157        85   

Loss (gain) on sale of businesses and sales and impairments of assets

    13        4        1        10   

Income attributable to non-controlling interests - net of tax

    3        21        35        154   

Reorganization items - non cash

    203        —          265        —     

Other - net

    (249     (165     (529     (424

Change in operating assets and liabilities

    143        (8     379        (460
                               

Net cash from (used in) operating activities of continuing operations

    116        (153     239        (485

Net cash from (used in) operating activities of discontinued operations

    8        9        (18     7   
                               

Net cash from (used in) operating activities

    124        (144     221        (478
                               

Cash flows from (used in) investing activities

       

Expenditures for plant and equipment

    (9     (36     (32     (104

Proceeds on disposals of plant and equipment

    —          —          87        —     

Change in restricted cash and cash equivalents

    (39     14        (82     23   

Decrease (increase) in short-term and long-term investments

    —          (362     40        (362

Acquisitions of investments and businesses - net of cash acquired

    (1     (69     (1     (73

Proceeds from sales of investments and businesses and assets - net

    —          (48     6        (26
                               

Net cash from (used in) investing activities of continuing operations

    (49     (501     18        (542

Net cash from (used in) investing activities of discontinued operations

    (1     (9     13        (52
                               

Net cash from (used in) investing activities

    (50     (510     31        (594
                               

Cash flows from (used in) financing activities

       

Dividends paid, including paid by subsidiaries to noncontrolling interests

    —          (9     (6     (30

Capital repayment to noncontrolling interests

    —          —          (29     —     

Increase in notes payable

    13        38        36        116   

Decrease in notes payable

    (13     (37     (76     (107

Proceeds from issuance of long-term debt

    —          —          —          668   

Repayment of long-term debt

    —          —          —          (675

Debt issuance costs

    —          —          —          (13

Repayments of capital leases

    (2     (6     (7     (16

Other financing activities

    —          —          —          —     
                               

Net cash from (used in) financing activities of continuing operations

    (2     (14     (82     (57

Net cash from (used in) financing activities of discontinued operations

    —          —          (1     (1
                               

Net cash from (used in) financing activities

    (2     (14     (83     (58
                               

Effect of foreign exchange rate changes on cash and cash equivalents

    41        (99     51        (98
                               

Net cash from (used in) continuing operations

    106        (767     226        (1,182

Net cash from (used in) discontinued operations

    7        —          (6     (46
                               

Net increase (decrease) in cash and cash equivalents

    113        (767     220        (1,228

Cash and cash equivalents at beginning of the period

    1,743        3,071        2,397        3,532   

Less cash and cash equivalents of Equity Investees

    —          —          (761     —     
                               

Adjusted cash and cash equivalents at beginning of the period

    1,743        3,071        1,636        3,532   
                               

Cash and cash equivalents at end of the period

    1,856        2,304        1,856        2,304   

Less cash and cash equivalents of discontinued operations at end of the period

    (38     (31     (38     (31
                               

Cash and cash equivalents of continuing operations at the end of the period

  $ 1,818      $ 2,273      $ 1,818      $ 2,273   
                               

 

(a) The ES business as well as the shares of NGS and DiamondWare, Ltd. Associated are presented as discontinued operations for the quarter ended September 30, 2009. Accordingly, comparative periods have been recast to give effect for the change in presentation.
(b) Nortel has determined that, as of the Petition Date, the presentation of the Equity Investees under the equity method of accounting was more appropriate based on the conclusion that Nortel exercises significant influence over those entities. The equity method of accounting will result in the financial position and results of operations of the Equity Investees being presented net on a single line in the balance sheet and statement of operations, respectively, versus being combined gross into each individual line item. The comparative periods have not been recast for the change in accounting. As a result, meaningful analysis to the comparative periods may be difficult.

Cash Flows


NORTEL NETWORKS CORPORATION

(Under Creditor Protection Proceedings as of January 14, 2009)

Consolidated Financial Information (unaudited)

(U.S. GAAP; Millions of U.S. dollars)

Segmented revenues

The following table summarizes our revenue and management operating margin by segment. The financial information for our business segments includes the results of the Equity Investees as if they were consolidated, which is consistent with the way we manage our business segments.

 

    Three months ended     Nine months ended  
    September 30, 2009     September 30, 2008     September 30, 2009     September 30, 2008  

Segment Revenues

       

Wireless Networks

  $ 663      $ 805      $ 1,988      $ 2,614   

Carrier VoIP and Application Systems

    208        182        540        605   

Metro Ethernet Networks

    295        398        988        1,255   

LG-Nortel

    103        211        490        1,072   
                               

Total reportable segments

    1,269        1,596        4,006        5,546   

Other

    2        (1     9        6   
                               

Total segment revenues

  $ 1,271      $ 1,595      $ 4,015      $ 5,552   
                               

Segment Management Operating Margin

       

Wireless Networks

    195        92        475        414   

Carrier VoIP and Application Systems

    20        (22     (5     (54

Metro Ethernet Networks

    12        15        81        63   

LG-Nortel

    4        36        70        321   
                               

Total reportable segments

    231        121        621        744   

Other

    (214     (52     (623     (258
                               

Total segment management operating margin

    17        69        (2     486   

Impact of deconsolidation of Equity Investees

    (114     —          (282     —     

Amortization of intangible assets

    3        (7     9        16   

Goodwill impairment

    —          661        —          661   

Special charges

    —          41        —          166   

Loss (gain) on sale of businesses and sales and impairments of assets

    15        (6     (1     (10

Other operating expense (income) - net

    46        15        46        33   
                               

Total operating earnings (loss)

    67        (635     226        (380

Other income (expense) - net

    60        (14     13        (11

Interest and dividend income

    —          27        —          95   

Interest expense

    (75     (81     (225     (237

Reorganization items - net

    (223     —          (284     —     

Income tax expense

    (10     (2,133     (47     (2,234

Equity in net earnings (loss) of associated companies - net of tax

    (1     —          (1     2   

Equity in net loss of Equity Investees

    (159     —          (448     —     
                               

Net loss from continuing operations

  $ (341   $ (2,836   $ (766   $ (2,765
                               

Segmented Revenues


Geographic revenues

The following table summarizes our geographic revenues based on the location of the customer for:

 

    Three months ended   Nine months ended
    September 30, 2009   September 30, 2008   September 30, 2009   September 30, 2008

Revenues

       

United States

  $ 736   $ 589   $ 1,986   $ 2,006

EMEA (a)

    10     369     30     1,190

Canada

    82     93     238     362

Asia

    162     424     840     1,639

CALA (b)

    55     120     200     355
                       

Total revenues

  $ 1,045   $ 1,595   $ 3,294   $ 5,552
                       

 

(a) Europe, Middle East and Africa
(b) Caribbean and Latin America

Network Solutions revenues

The following table summarizes our revenue and management operating margin by segment. The financial information for our business segments includes the results of the Equity Investees as if they were consolidated, which is consistent with the way we manage our business segments.

 

    Three months ended     Nine months ended
    September 30, 2009   September 30, 2008     September 30, 2009   September 30, 2008

Segment Revenues

       

Wireless Networks

       

CDMA solutions

  $ 452   $ 432      $ 1,400   $ 1,533

GSM and UMTS solutions

    211     373        588     1,081
                         
    663     805        1,988     2,614

Carrier VoIP and Application Systems

       

Circuit and packet voice solutions

    208     182        540     605

Metro Ethernet Networks

       

Optical networking solutions

    241     303        781     955

Data networking and security solutions

    54     95        207     300
                         
    295     398        988     1,255

LG-Nortel

       

LGN Carrier

    55     151        362     862

LGN Enterprise

    48     60        128     210
                         
    103     211        490     1,072

Other

    2     (1     9     6
                         

Total segment revenues

  $ 1,271   $ 1,595      $ 4,015   $ 5,552
                         

Segmented Revenues